6-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the period ended March 31, 2014

Commission File Number: 001-36368

KING DIGITAL ENTERTAINMENT PLC

(Exact Name of Registrant as Specified in Its Charter)

King Digital Entertainment plc

Fitzwilton House

Wilton Place

Dublin 2, Ireland

+44 (0) 20 3451 5464

(Address of principal executive offices)

King.com Inc.

188 King Street, Unit 302

San Francisco, CA 94107

(415) 777-8204

(Address of agent for service)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F  x            Form 40-F  ¨

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):  ¨

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):  ¨

INFORMATION CONTAINED IN THIS FORM 6-K REPORT

This report contains King Digital Entertainment plc’s interim report as of March 31, 2014 and for the three months ended March 31, 2014 and 2013.

2

EXHIBIT INDEX

Exhibit No.	Description
99.1	Condensed Consolidated Financial Statements (Unaudited) for the Three Months Ended March 31, 2014 and 2013.
99.2	Management’s Discussion and Analysis for the Three Months Ended March 31, 2014 and 2013.
99.3	Risk Factors.

3

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	KING DIGITAL ENTERTAINMENT PLC
Date: May 8, 2014	By:	/s/ Riccardo Zacconi
	Name:	Riccardo Zacconi
	Title:	Chief Executive Officer

4

EX-99.1

Exhibit 99.1

King Digital Entertainment plc

	Pages
Condensed Consolidated Statements of Operations for the three months ended March 31, 2014 and March 31, 2013	2
Condensed Consolidated Statements of Comprehensive Income for the three months ended March 31, 2014 and March 31, 2013	3
Condensed Consolidated Statements of Financial Position as at March 31, 2014 and December 31, 2013	4
Condensed Consolidated Statements of Changes in Equity for the three months ended March 31, 2014 and March 31, 2013	5
Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2014 and March 31, 2013	6
Notes to the Condensed Consolidated Financial Statements	7–21

5

King Digital Entertainment plc

Condensed Consolidated Statements of Operations

(In US$ thousands, except per share data)

(Unaudited)

		Three Months Ended March 31,
	Notes	2014			2013
Revenue	5	$	606,709		$	205,918
Costs and expenses
Cost of revenue			195,996			64,014
Research and development			46,757			22,183
Sales and marketing			129,099			47,629
General and administrative			73,378			6,514
Total costs and expenses	6		445,230			140,340
Net finance income (costs)			(268	)		3
Profit before tax			161,211			65,581
Tax expense	8		34,012			12,930
Profit		$	127,199		$	52,651
Earnings per share attributable to the equity holders of the Company during the period
Basic earnings per share	9	$	0.43		$	0.17
Diluted earnings per share	9	$	0.41		$	0.16

See accompanying notes to the condensed consolidated financial statements.

6

King Digital Entertainment plc

Condensed Consolidated Statements of Comprehensive Income

(In US$ thousands)

(Unaudited)

	Three Months Ended March  31,
	2014		2013
Profit for the period	$	127,199	$	52,651
Other comprehensive income:
Items that may be subsequently reclassified to profit
Exchange difference on translation of foreign subsidiaries, net of tax $0		2,747		(1,326	)
Total comprehensive income for the period	$	129,946	$	51,325

See accompanying notes to the condensed consolidated financial statements.

7

King Digital Entertainment plc

Condensed Consolidated Statements of Financial Position

(In US$ thousands)

	Notes	March 31, 2014		December 31, 2013
		(Unaudited)
Assets
Current assets
Cash and cash equivalents	10	$	678,170	$	408,695
Trade and other receivables	11		226,324		216,881
Income tax receivable			1,379		1,379
Total current assets			905,873		626,955
Non current assets
Intangible assets, net	12		11,614		9,239
Property, plant and equipment, net	13		18,661		14,258
Deferred tax assets	14		27,420		47,440
Income tax receivable			122,356		103,534
Other deposits			5,602		5,437
Total non current assets			185,653		179,908
Total assets		$	1,091,526	$	806,863
Liabilities and shareholders’ equity
Current liabilities
Trade and other payables	15		199,473		172,107
Deferred revenue			11,799		10,942
Income tax liabilities			76,997		118,728
Provision for other liabilities			18,929		15,513
Total current liabilities			307,198		317,290
Non current liabilities
Deferred tax liabilities	14		19		17
Income tax liabilities			142,861		120,903
Provision for other liabilities			1,273		1,266
Total non current liabilities			144,153		122,186
Total liabilities		$	451,351	$	439,476
Shareholders’ equity
Share capital	16		77		65
Other reserves			428,688		65,995
Retained earnings			211,410		301,327
Total shareholders’ equity			640,175		367,387
Total liabilities and shareholders’ equity		$	1,091,526	$	806,863

See accompanying notes to the condensed consolidated financial statements.

8

King Digital Entertainment plc

Condensed Consolidated Statements of Changes in Equity

(In US$ thousands)

(Unaudited)

				Other Reserves
	Share capital			Other reserves		Other comprehensive income - translation reserve			Share based payment reserve		Retained earnings			Total shareholders’ equity
Balance as of January 1, 2014		65			3,695		3,782			58,518		301,327			367,387
Profit for the period		—			—		—			—		127,199			127,199
Currency translation differences		—			—		2,747			—		—			2,747
Total comprehensive income for the period		—			—		2,747			—		127,199			129,946
Share-based payments		—			—		—			31,723		—			31,723
Issuance of shares		54			—		—			—		—			54
Cancellation of shares		(42	)		—		—			—		—			(42	)
Reorganization and initial public offering 1		—			328,223		—			—		—			328,223
Dividends paid		—			—		—			—		(217,116	)		(217,116	)
Balance as of March 31, 2014		77			331,918		6,529			90,241		211,410			640,175
Balance as of January 1, 2013		25			3,695		(280	)		9,639		20,452			33,531
Profit for the period		—			—		—			—		52,651			52,651
Currency translation differences		—			—		(1,326	)		—		—			(1,326	)
Total comprehensive income for the period		—			—		(1,326	)		—		52,651			51,325
Share based payments		—			—		—			6,495		—			6,495
Balance as of March 31, 2013		25			3,695		(1,606	)		16,134		73,103			91,351

The amounts above are shown net of income tax expense.

¹  Refer to Note 2 for details on the reorganization that occurred during the period ended March 31, 2014.

See accompanying notes to the condensed consolidated financial statements.

9

King Digital Entertainment plc

Condensed Consolidated Statements of Cash Flows

(In US$ thousands)

(Unaudited)

	Three Months Ended March 31,
	2014			2013
Cash flows from operating activities
Profit before tax	$	161,211		$	65,581
Adjustments to reconcile profit before tax to cash flows from operating activities:
Amortization		847			447
Depreciation		1,918			587
Equity settled share-based payments		42,747			12,067
Loss on disposal of property, plant and equipment & intangible assets		62			—
Net finance costs (income)		268			(3	)
Increase in deferred revenue		857			98
Increase in trade and other receivables		(9,757	)		(69,949	)
Increase in trade and other payables		30,394			19,158
Cash flows from operating activities		228,547			27,986
Interest received		56			3
Interest paid		(378	)		—
Tax paid		(64,049	)		(57	)
Net cash generated from operating activities		164,176			27,932
Cash flows from investing activities
Purchases of intangible assets		(2,102	)		(1,788	)
Purchase of property, plant and equipment		(6,301	)		(1,698	)
Purchase of a business, net of cash acquired		(1,150	)		—
Net cash used in investing activities		(9,553	)		(3,486	)
Cash flows from financing activities
Payment of dividends		(217,116	)		—
Proceeds from sale of share capital on IPO		329,404			—
Proceeds from sale of share capital		3,034			—
Repurchase of shares		(1,240	)		—
Net cash from financing activities		114,082			—
Net increase in cash and cash equivalents		268,705			24,446
Cash and cash equivalents at the beginning of the period		408,695			27,912
Exchange gains (losses) on cash and cash equivalents		770			(1,153	)
Cash and cash equivalents at the end of the period	$	678,170		$	51,205

See accompanying notes to the condensed consolidated financial statements.

10

KING DIGITAL ENTERTAINMENT PLC

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

UNAUDITED

1. General information

King Digital Entertainment plc (KDE) and its subsidiaries (together the Group or the Company) produce and distribute online games on multiple platforms. The Company is incorporated under the laws of Ireland under the Irish Companies Act (1963-2013). Its registered office is Fitzwilton House, Wilton Place, Dublin 2, Ireland.

The Company historically conducted its business through Midasplayer International Holding Company Limited (MIHC) .

These condensed consolidated financial statements are presented in U.S. dollars and all values are rounded to the nearest thousands ($000), except when otherwise indicated. The accounting policies adopted are consistent with those applied to the consolidated financial statements for the year ended December 31, 2013, that were set forth in our final prospectus that was filed with the Securities and Exchange Commission on March 27, 2014.

These condensed consolidated financial statements were authorized for issuance by the Board of Directors on May 7, 2014.

2. Corporate reorganization and initial public offering

On March 25, 2014, the Company engaged in a corporate reorganization, where the entire share capital of MIHC was acquired by KDE plc, a newly formed company. Which became the ultimate parent company of the Group, by way of a share-for-share exchange at a ratio of 5-for-2 in which the existing shareholders of MIHC exchanged their shares in MIHC for shares having substantially the same rights in the Company.

On March 26, 2014, the Company completed an initial public offering (IPO) of its ordinary shares, which resulted in the sale of 15,533,334 ordinary shares by the Company and 6,666,666 ordinary shares held by certain of its shareholders at a price of $22.50 per ordinary share. The Company received net proceeds from the IPO of $329,403,764, based upon the price of $22.50 per ordinary share and after deducting underwriting discounts and commissions paid by the Company. The Company received no proceeds from the sale of ordinary shares by the shareholders. Upon the close of the IPO, all of the Company’s outstanding share classes converted into ordinary shares, with the exception of Euro deferred shares.

3. Basis of preparation

The condensed consolidated financial statements of the Group for the three months ended March 31, 2014 and 2013 have been prepared in accordance with International Accounting Standard 34, ‘Interim Financial Reporting’ as issued by the International Accounting Standards Board (IASB).

The condensed consolidated financial statements should be read in conjunction with the annual financial statements of the Group for the year ended December 31, 2013, which have been prepared in accordance with IFRS.

The Group adopted the following standards, interpretations and amendments to published standards effective in the three months ended March 31, 2014:

• Amendments to IAS 36 ‘Impairment of assets’ on recoverable amount disclosures.

• IFRIC 21, ‘Levies’, sets out the accounting for an obligation to pay a levy that is not income tax. The interpretation addresses what the obligating event is that gives rise to pay a levy and when should a liability be recognised.

The adoptions of the pronouncements and amendments described above did not have a material impact on the results and financial position of the Group.

11

KING DIGITAL ENTERTAINMENT PLC

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

UNAUDITED

4. Critical accounting estimates and judgements

The preparation of interim financial statements in conformity with IAS 34 requires the use of certain critical accounting estimates and judgements.

Estimates and judgements are continually evaluated and are based on historical experience and other relevant factors, including expectations of future events that are believed to be reasonable under the circumstances.

In preparing these condensed consolidated financial statements, the significant judgments made by management in applying the Group’s accounting policies and the key sources of estimation and uncertainty were the same as those applied to the consolidated financial statements for the year ended December 31, 2013.

5. Segments and geographical information

The Group has one operating segment with one business activity, developing and monetizing online and mobile games.

The following represents revenue based on geographic location of players:

	Three Months Ended March 31,
	2014		2013
(in thousands)
United States	$	306,455	$	85,487
United Kingdom		53,119		25,256
Rest of World 1		247,135		95,175
Total revenue	$	606,709	$	205,918

¹  No individual country exceeded 10% of our total revenue for any period presented.

The following represents non-current assets by location:

	March 31, 2014		December 31, 2013
(in thousands)
Malta	$	133,439	$	112,053
United Kingdom		7,622		7,329
Rest of World		17,172		13,086
Non-current assets	$	158,233	$	132,468

12

KING DIGITAL ENTERTAINMENT PLC

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

UNAUDITED

6. Costs and expenses

	Three Months Ended March 31,
	2014		2013
(in thousands)
Payments to social & mobile platform providers	$	186,785	$	58,593
Marketing and advertising		119,371		44,888
Employee benefits expense (note 7)		104,093		26,310
Office and related services		6,617		2,746
Operating lease payments		1,776		563
Depreciation of property, plant and equipment (note 13)		1,918		587
Amortization of intangibles (note 12)		847		447
Other expenses		19,760		6,847
Net foreign exchange loss (gain)		4,063		(641	)
Total costs and expenses	$	445,230	$	140,340

7. Employee benefits expense

	Three Months Ended March 31,
	2014		2013
(in thousands)
Wages and salaries, including other termination benefits	$	40,475	$	8,657
Share-based payments		51,057		12,067
Social security costs		10,623		4,812
Pension costs—defined contribution plans		797		434
Other charges		1,141		340
Total employee benefit expense	$	104,093	$	26,310

13

KING DIGITAL ENTERTAINMENT PLC

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

UNAUDITED

8. Tax

	Three Months Ended March 31,
	2014		2013
(in thousands)
Current tax:
Current tax on profit for the period	$	25,369	$	16,294
Total current tax	$	25,369	$	16,294
Deferred tax:
Origination and reversal of temporary differences		8,643		(3,364	)
Total deferred tax	$	8,643	$	(3,364	)
Total tax expense	$	34,012	$	12,930

9. Earnings per share

Basic earnings per share is calculated by dividing the profit attributable to ordinary equity holders of the Company by the weighted-average number of ordinary and preference shares in issue during the period.

	Three Months Ended March 31,
	2014		2013
(in thousands, except per share data)
Basic
Profit attributable to equity holders of the Company ($)		127,199		52,651
Weighted average number of shares in issue		298,674		303,613
Basic earnings per share ($)		0.43		0.17
Diluted
Profit attributable to equity holders of the Company ($)		127,199		52,651
Weighted average number of shares in issue		309,842		325,169
Diluted earnings per share ($)		0.41		0.16

10. Cash and cash equivalents

	March 31, 2014		December 31, 2013
(in thousands)
Cash at bank and in hand	$	675,135	$	405,440
Cash held on behalf of customers		3,035		3,255
Total cash and cash equivalents	$	678,170	$	408,695

Cash held on behalf of customers is subject to some restrictions over the use of cash from the Group’s online skill tournament business. An equal liability is recognized on the statement of financial position in trade and other payables (note 15).

14

KING DIGITAL ENTERTAINMENT PLC

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

UNAUDITED

11. Trade and other receivables

	March 31, 2014		December 31, 2013
(in thousands)
Trade receivables	$	214,998	$	208,282
Prepayments and other receivables		11,326		8,599
Current trade and other receivables	$	226,324	$	216,881

Trade receivables relate to remittances in respect of the social and mobile platforms operations. The Group assesses the credit quality of third parties it contracts with.

12. Intangible assets

	Goodwill		Patents		Domain names			Computer software			Internally generated software			Total
(in thousands)
Cost
As of January 1, 2014	$	60	$	2,150	$	841		$	1,423		$	9,381		$	13,855
Additions		—		—		—			95			2,007			2,102
Acquisition of subsidiary		—		—		—			1,175			—			1,175
Disposals		—		—		—			—			(56	)		(56	)
Exchange differences		—		—		(1	)		2			16			17
As of March 31, 2014	$	60	$	2,150	$	840		$	2,695		$	11,348		$	17,093
Accumulated amortization
As of January 1, 2014	$	—	$	80	$	313		$	323		$	3,900		$	4,616
Charge for the period		—		57		10			146			634			847
Exchange differences		—		—		—			(2	)		18			16
As of March 31, 2014	$	—	$	137	$	323		$	467		$	4,552		$	5,479
Carrying amount
As of December 31, 2013		60		2,070		528			1,100			5,481			9,239
As of March 31, 2014	$	60	$	2,013	$	517		$	2,228		$	6,796		$	11,614

The amortization expense for the three month period ended March 31, 2014 of $847,000 (2013: $447,000) is included in ‘Cost and expenses’, within general and administrative and research and development expenses.

15

KING DIGITAL ENTERTAINMENT PLC

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

UNAUDITED

13. Property, plant and equipment

	Fixtures, fittings and office equipment		Leasehold improvements			Computer hardware			Total
(in thousands)
Cost
As of January 1, 2014	$	2,100	$	2,624		$	15,348		$	20,072
Additions		924		425			4,952			6,301
Disposals		—		—			(6	)		(6	)
Exchange differences		14		18			(1	)		31
As of March 31, 2014	$	3,038	$	3,067		$	20,293		$	26,398
Accumulated depreciation
As of January 1, 2014	$	429	$	188		$	5,197		$	5,814
Charge for the period		205		134			1,579			1,918
Exchange differences		—		(1	)		6			5
As of March 31, 2014	$	634	$	321		$	6,782		$	7,737
Carrying amount
As of December 31, 2013		1,671		2,436			10,151			14,258
As of March 31, 2014	$	2,404	$	2,746		$	13,511		$	18,661

The depreciation expense for the three month period ended March 31, 2014 of $1,918,000 (2013: $587,000) is included in ‘Cost and expenses’ in general and administrative expenses.

14. Deferred taxation

Deferred tax assets and liabilities are reflected in the statement of financial position, as follows:

	March 31,			December 31,
	2014			2013
(in thousands)
Deferred tax assets	$	27,420		$	47,440
Deferred tax liabilities		(19	)		(17	)
Net deferred asset	$	27,401		$	47,423

Deferred tax assets are recognized for tax loss carry-forwards, timing differences on share options issued and other temporary differences, to the extent that the realization of the related tax benefit through future taxable profits is probable.

16

KING DIGITAL ENTERTAINMENT PLC

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

UNAUDITED

15. Trade and other payables

	March 31, 2014		December 31, 2013
(in thousands)
Trade payables	$	24,289	$	22,876
Accrued employee expenses		106,748		73,195
Accrued marketing expenses		46,232		51,221
Social security and other indirect taxes		5,894		13,166
Liability relating to player balances		3,035		3,255
Other payables		13,275		8,394
Total trade and other payables	$	199,473	$	172,107

Liability relating to player balances is equal to the amount of cash held on behalf of customers (note 10).

16. Share capital

As set out in Note 2, during the period, the Company engaged in a corporate reorganization, where the entire share capital of MIHC was acquired by KDE, a newly formed company, which became the parent company of the Group, by way of a share-for-share exchange at a ratio of 5-for-2 in which the existing shareholders of MIHC exchanged their shares in MIHC for shares having substantially the same rights in the Company. Upon the exchange, the historical consolidated financial statements of MIHC became the historical consolidated financial statements of KDE. Following the reorganization all previous issued share classes in KDE, with the exception of Euro deferred shares were re-designated into ordinary shares with a par value of $0.00008 per share.

The total number of authorized shares by class is as follows:

	March 31, 2014		December 31, 2013
A ordinary shares		—		2,237,175,000
B ordinary shares		—		49,460,000
C ordinary shares		—		23,687,500
D1 ordinary shares		—		158,815,925
D2 ordinary shares		—		30,642,738
D3 ordinary shares		—		58,097,805
E ordinary shares		—		21,310,000
Deferred ordinary shares		—		750,912,170
A preference shares		—		169,385,000
B preference shares		—		21,222,500
Ordinary shares		1,000,000,000		—
Preferred shares		12,500,000		—
Euro deferred shares		40,000		—
Total		1,012,540,000		3,520,708,638

The par value per share of ordinary share classes is $0.00008, the par value per share of the Euro deferred share class is $1.30 (€1.00).

17

KING DIGITAL ENTERTAINMENT PLC

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

UNAUDITED

Ordinary shares

There is one class of ordinary shares authorized with a nominal value of $0.00008.

The holders of ordinary shares are entitled to receive dividends out of funds legally available at the times and in the amounts that the Company’s Board of Directors may determine. Holders of ordinary shares are entitled to one vote per share. In the event of liquidation, reduction of capital or otherwise, the holders of ordinary shares shall be entitled to distribution of assets, after payments are made to preference shares in the Company then in issue, equally and pro rate to the number of ordinary shares held. Other than where statutory pre-emption rights have been disapplied by special resolution, any new shares will be offered for subscription to the holders of the ordinary shares in proportion to the shares held by each of them. Such statutory pre-emption rights have been disapplied for a period of five years.

Preferred shares

There is one class of preferred shares authorized with a nominal value of $0.00008.

The holders of preferred shares are entitled to receive dividends at such rates, on such conditions and at such times as the Directors may fix in any resolution adopted by the Board providing for the issue of such preferred shares. Preferred shares shall have such voting powers as are stated and expressed in any resolution adopted by the Board providing for the issue of preferred shares. Preferred shares shall be entitled to such rights upon the dissolution of the Company, or upon any distribution of its assets, as the Directors may fix in any resolution adopted by the Board providing for the issue of such Preferred Shares. Preferred shares shall be convertible into, or exchangeable for, shares of any other class at such price or at such rates of exchange and with such adjustments as the Directors determine.

18

KING DIGITAL ENTERTAINMENT PLC

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

UNAUDITED

Euro deferred shares

There is one class of deferred shares authorized with a nominal value denominated in euros of €1.00 ($1.30).

Euro deferred shares are non-voting and not entitled to a dividend. Euro deferred shares shall only be entitled to participate in an exit event if the proceeds exceed €100 billion.

Movement in share capital is as follows:

	Ordinary Shares(1)						E Ordinary Shares						Deferred Shares
	Shares			$			Shares			$			Shares			$			Shares			$
At January 1, 2014		299,614,834			23,970			17,227,880			1,378			503,355,703			40,151			820,198,417			65,499
Shares issued		11,025,583			881			—			—			—			—			11,025,583			881
Shares repurchased		(276,467	)		(23	)		(17,227,880	)		(1,378	)		—			—			(17,504,347	)		(1,401	)
Options exercised		60,617			5			—			—			—			—			60,617			5
Shares issued (IPO & Deferred)		15,533,334			1,243			—			—			40,000			52,040			15,573,334			53,283
Shares converted		(8,273,646	)		(661	)		—			—			8,273,646			661			—			—
Shares cancelled		—			—			—			—			(511,629,349	)		(40,812	)		(511,629,349	)		(40,812	)
At March 31, 2014		317,684,255			25,415			—			—			40,000			52,040			317,724,255			77,455

(1) Includes unvested restricted shares. Refer to note 17 for further details.

Shares issued

On January 29, 2014, MIHC granted 10,855,580 D3 restricted shares for an aggregate purchase price of $3 million. These shares participated in the share-for-share exchange as described above. Immediately prior to the IPO on March 26, 2014, these D3 restricted shares were converted into ordinary shares and deferred shares, which were subsequently cancelled.

MIHC also granted an additional 170,003 D1 restricted shares to selected employees and existing shareholders during the period.

Shares repurchased

On January 31, 2014, MIHC repurchased 17,227,880 E ordinary shares held by Stephane Kurgan, the Chief Operating Officer and a Director of the Company, in exchange for an aggregate repurchase price of $1.2 million and 7,422,180 D1 share options, linked to D3 restricted shares.

During the period, MIHC repurchased 276,467 D1 ordinary shares from a former employee, for an immaterial amount.

Options exercised

A small number of existing option holders exercised a portion of their options prior to the IPO.

Shares issued (IPO & Deferred shares)

Upon completion of the IPO on March 26, 2014, KDE issued 15,533,334 ordinary shares with a nominal value of $0.00008.

On incorporation of KDE, 40,000 Euro deferred shares with a nominal value of €1.00 per share were granted to existing shareholders.

Shares cancelled

On March 25, 2014, all outstanding deferred ordinary shares of MIHC were bought back by the Company and cancelled.

19

KING DIGITAL ENTERTAINMENT PLC

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

UNAUDITED

17. Share-based payments

The Company has granted equity-settled and cash-settled share-based awards.

The following tables summarize the methods used to measure fair value for each type of share-based award and the related vesting period over which the expense is recognized:

Awards currently in issue under share structure of the current parent, KDE:

Type of Award	Vesting period	Fair Value Measure	Classification
Restricted Shares	Predominately over a four-year period, with a one-year cliff, followed by quarterly vesting	Monte Carlo valuation model	Equity-settled
Share Options	Predominately over a four-year period, with a one-year cliff, followed by quarterly vesting	Monte Carlo valuation model	Equity-settled
Restricted Stock Units	Predominately over a four-year period, with a one-year cliff, followed by quarterly vesting	n/a	Equity-settled
Discretionary Bonus Units	50% upon initial public offering (IPO), 50% on first anniversary of IPO	Black-Scholes option pricing model	Cash-settled
Awards previously in issue under share structure of MIHC:
Type of Award	Vesting period	Fair Value Measure	Classification
D1 Share Options	Predominately over a four-year period, with a one-year cliff, followed by quarterly vesting	Monte Carlo valuation model	Equity-settled
D1 Share Options with linked D3 Restricted Shares	Predominately over a four-year period, with a one-year cliff, followed by quarterly vesting	Monte Carlo valuation model	Equity-settled
D2 Restricted Shares	Predominately over a four-year period with quarterly vesting	Monte Carlo valuation model	Equity-settled
Shadow Options	Upon completion of a qualifying exit event	Black-Scholes option pricing model	Equity-settled

20

KING DIGITAL ENTERTAINMENT PLC

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

UNAUDITED

Restricted shares

The Company awarded the following D1, D2 and D3 ordinary restricted shares (the restricted shares) to senior executives and selected employees during the three months ended March 31, 2014 and 2013:

	D1 Restricted Shares			D2 Restricted Shares			D3 Restricted Shares			Total Restricted Shares
At January 1, 2014		4,880,168			3,700,906			—			8,581,074
Granted		167,500			—			10,855,580			11,023,080
Forfeited		(69,844	)		—			—			(69,844	)
Vested		(1,665,167	)		(310,449	)		—			(1,975,616	)
Converted		—			—			(8,273,646	)		(8,273,646	)
At March 31, 2014		3,312,657			3,390,457			2,581,934			9,285,048
At January 1, 2013		7,847,158			7,531,248			—			15,378,405
Granted		796,250			—			—			796,250
Vested		(678,633	)		(1,048,805	)		—			(1,727,438	)
At March 31, 2013		7,964,775			6,482,443			—			14,447,218

The restricted shares are issued upon grant and contain claw-back provisions which lapse in accordance with the required service period. Service periods are generally 4 years with a one-year cliff and quarterly vesting thereafter. The Company recognizes the corresponding compensation expense of those awards, net of estimated forfeitures and has recognized a share-based payment expense for these awards of $1,166,149 and $1,221,140 for D1 restricted shares and $37,650 and $95,424 for D2 restricted shares in the three months ended March 31, 2014 and 2013, respectively, based on the fair value of the shares at date of grant. All D3 restricted shares are linked to share options (previously D1 share options) and are consequently excluded from the diluted weighted average number of shares in issue.

The Company determines the grant date fair value of the restricted shares on the grant date using the Monte Carlo valuation model. The weighted-average fair value of all restricted shares granted for the three month period ended March 31, 2014 and 2013 was determined using the following assumptions:

	2014			2013
Weighted-average fair value ($)		22.47			5.06
Weighted average of key assumptions:
Share price ($)		22.47			5.06
Subscription price ($)		0.00008			0.000076
Hurdle price ($)
D1 Shares		—			0.25644
Expected term, in years		4			3.52
Risk-free interest rates		0.69	%		0.12	%
Expected volatility		55	%		55	%
Dividend yield		0	%		0	%

21

KING DIGITAL ENTERTAINMENT PLC

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

UNAUDITED

Share options (previously D1 share options)

Previously, options granted to purchase D1 ordinary shares were referred to as “D1 share options”, upon the completion of the reorganization and IPO all options granted are ordinary shares and referred to as “share options”.

The Company granted the following options to purchase ordinary shares to senior executives and selected employees, during the three months ended March 31, 2014 and 2013:

	2014			2013
At January 1,		19,054,987			7,402,488
Granted		7,849,174			25,000
Exercised		(60,617	)		(325,000	)
Cancelled		—			(1,003,750	)
At March 31,		26,843,544			6,098,738
Exercisable at March 31,		3,464,820			3,132,325

The aggregate intrinsic value of options exercised was $1,363,877 for the three months to March 31, 2014 and $2,577,875 for the three months to March 31, 2013.

The options expire ten years after their grant date. The weighted-average remaining contractual life of the share options outstanding is 9.25 years as of March 31, 2014. The Company has recognised a share-based payment expense for these awards of $38,541,145 and $252,181 in the three months ended March 31, 2014 and 2013 of this $33,231,525 and nil, respectively, related to options linked to D3 restricted shares.

The Company measures all share options at the fair value of the award on grant date using the Monte Carlo valuation model. The weighted-average fair value of all options granted for the three months ended March 31, 2014 and 2013 was determined using the following principal assumptions:

	2014			2013
Weighted-average fair value ($)		9.95			3.87
Weighted average of key assumptions:
Share price ($)		22.47			3.87
Exercise price ($) (a)		30.41			0.00008
Hurdle price ($)		—			0.25644
Expected term, in years		5.63			4.05
Risk-free interest rates		1.89	%		0.19	%
Expected volatility		55	%		55	%
Dividend yield		0	%		0	%

(a) For the three months ended March 31, 2014, all share options were granted at an exercise price of between $9.87 and $31.37 and for the three months ended March 31, 2013, all D1 share options were granted at an exercise price equal to $0.00008.

22

KING DIGITAL ENTERTAINMENT PLC

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

UNAUDITED

Restricted stock units (RSUs)

A restricted stock unit represents the right to receive one ordinary share on a specified date, subject to such conditions and restrictions, including continued employment or service.

The Company awarded the following RSUs to selected employees during the three months ended March 31, 2014:

	2014
At January 1,		—
Granted		904,821
At March 31,		904,821

A maximum number of RSUs awarded to employees are expected to vest upon exit determined on the estimated exit date and following schedule: 25% of the maximum awarded will be considered after one year and the remainder thereafter in equal quarterly instalments over three years.

RSUs have a maximum term of 10 years. The Company has recognized the RSUs as an equity-settled share-based plan as the likelihood of a cash settlement is not considered to be probable. The weighted-average remaining contractual life of the RSUs outstanding is 10 years as of March 31, 2014.

The Company recognized a share-based payment expense for these awards of $2,923,217 in the three months ended March 31, 2014 based on the fair value of the shares at date of grant.

The Company determines the fair value of RSUs using the market share price of the Company.

Discretionary Bonus Units (DBUs)

The following DBUs were outstanding at March 31, 2014 and 2013, respectively:

	2014		2013
At January 1,		1,051,086		1,229,927
Forfeited		—		(14,101	)
At March 31,		1,051,086		1,215,826

Total expense of $8,309,947 and $10,425,342 were recorded as at March 31, 2014 and 2013 respectively, including mark-to-market adjustments of $3,094,832 and $9,416,300.

The liability is recorded with a corresponding charge to employee expenses for the fair value of DBUs on the date of grant. The fair value is reassessed at the end of each reporting period with a mark-to-market adjustment made as required as and when the fair value changes.

The Company determines the fair value of DBUs using the Black-Scholes option-pricing model based on the following assumptions:

	2014		2013
Weighted-average fair value ($) (a)		55.56		8.91
Weighted average of key assumptions:
Share price ($)		—		8.91
Expected term, in years		—		0.75
Risk-free interest rates		—		0.02	%
Expected volatility		—		55	%
Dividend yield		—		0	%
Hurdle ($ in millions) (€54.7 million)		—		71.6

(a) The final DBU value was based on the enterprise value of the Company upon IPO. Fifty percent of the settlement value was settled upon IPO with the remainder payable on the first anniversary of the IPO, provided that the employee remains in employment on the relevant payment dates. The DBUs have no expiration date.

Shadow options

Upon the IPO a significant portion of shadow options vested and were converted into share options, the remaining balance lapsed and replaced with an equivalent number of RSUs.

The Company recognized a share-based payment expense for these awards of $78,780 and $72,650 in the three months ended March 31, 2014 and 2013, respectively, based on the fair value of the shares at date of grant.

The movement in shadow options during the three months ended March 31, 2013 and 2014 is as follows:

	2014			2013
At January 1,		223,750			—
Granted		—			223,750
Vested		(187,500	)		—
Lapsed		(36,250	)		—
At March 31,		—			223,750

The share-based payments expense included in the condensed consolidated statements of operations for the three months ended March 31, 2014 and 2013 is allocated as follows:

	2014		2013
Cost of revenue		3,035		857
Research and development		14,066		10,418
Sales and marketing		1,790		396
General and administrative		32,166		396
Total share-based payments		51,057		12,067

23

KING DIGITAL ENTERTAINMENT PLC

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

UNAUDITED

18. Related party transactions

All companies forming part of the Group are considered to be related parties as these companies are ultimately owned by King Digital Entertainment plc. The Group’s largest shareholder is Apax WW Nominees Ltd. and its affiliates, advised by Apax Partners, a private equity firm affiliated with Roy Mackenzie and Andrew Sillitoe, members of the Board of Directors. The remaining shares are widely held.

The following transactions were carried out with related parties:

(a) Key management personnel remuneration

Compensation paid or payable to 16 key management personnel of KDE and the former parent MIHC, for services rendered during the period ended March 31, 2014 and 2013 is shown below:

	2014		2013
(in thousands)
Short-term employee benefits	$	19,091	$	489
Share-based payments		33,854		14
Post-employment benefits		46		100
Total	$	52,991	$	603

(b) Repurchase of shares

On January 31, 2014, the Company repurchased 17,227,880 E ordinary shares held by Stephane Kurgan, the Chief Operating Officer and a Director of the Company, in exchange for an aggregate repurchase price of $1.2 million and 7,422,180 D1 share options, linked to D3 restricted shares. D3 restricted shares, which is a new class of shares in 2014 converted into ordinary shares based on a pre-determined formula, which considered the value of an initial public offering and specified hurdles.

24

KING DIGITAL ENTERTAINMENT PLC

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

UNAUDITED

(c) Purchase of services and other costs

During the period the Company bought consulting services and a software license from a company affiliated with S. Knutsson, the Chief Creative Officer and a member of the Board of Directors.

Upon completion of the IPO, the Company assumed stamp duty costs for all shareholders that participated in the IPO.

(i) The purchase of services and other costs from related parties during the period ending March 31, 2014 and 2013 is shown below:

	2014		2013
(in thousands)
Entity related to key management personnel	$	337	$	166
Shareholders		1,500		—
Total	$	1,837	$	166

(ii) Balances arising from the purchase of services and other costs from related parties as of March 31, 2014 and 2013 are shown below:

	2014		2013
(in thousands)
Entity related to key management personnel	$	399	$	85
Shareholders		1,500		—
Total	$	1,899	$	85

19. Dividends per share

An interim dividend of $1.987 per share, amounting to a total dividend of $217.1 million, was declared by the Board of Directors on January 31, 2014 and paid on February 6, 2014.

25

EX-99.2

Exhibit 99.2

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

You should read the following discussion and analysis of our financial condition and results of our operations in conjunction with the condensed consolidated financial statements and related notes of King Digital Entertainment plc included elsewhere in this Form 6-K and our audited consolidated financial statements included in our final prospectus filed pursuant to Rule 424(b) under the Securities Act of 1933, as amended, as filed with the Securities and Exchange Commission on March 27, 2014 (Final Prospectus). Our financial statements are prepared in accordance with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board. Our historical results are not necessarily indicative of the results that should be expected in the future. This discussion contains forward-looking statements reflecting our current expectations that involve risks and uncertainties. These statements often include words such as “may,” “might,” “will,” “could,” “would,” “should,” “expect,” “plan,” “anticipate,” “intend,” “seek,” “believe,” “estimate,” “predict,” “potential,” “continue,” “contemplate,” “possible,” or similar expressions to identify forward-looking statements. Our actual results and the timing of events may differ materially from those contained in these forward-looking statements due to a number of factors, including those discussed in the “Risk Factors” section in our Final Prospectus and those included elsewhere in this Form 6-K.

Overview

We are a leading interactive entertainment company for the mobile world. Our mission is to provide highly engaging content to our audience to match their mobile lifestyles: anywhere, anytime and on any device. We develop and publish casual games on digital platforms embedded with social features that enhance the player experience. Our games are available for free, while players can purchase virtual items priced relative to the entertainment value they provide.

Business Highlights

In the quarter ended March 31, 2014, an average of 143 million daily active users (DAUs) played our games more than 1.4 billion times per day. From their launch to March 31, 2014, our games have been installed more than 1.4 billion times on Facebook and our mobile platforms. As of March 31, 2014, we had three games in the top 10 grossing games on Apple’s App Store and the Google Play Store in the United States, our largest market, and worldwide on Facebook.

Network retention and growth are core to our strategy, which we focus on by building long-term relationships with our players through continuous development of engaging, advertisement-free content. In the quarter ended March 31, 2014, our most notable game launch was Farm Heroes Saga on mobile, which reached the top 10 grossing charts on Apple’s App Store and the Google Play Store in the United States in less than two weeks demonstrating the power of our network.

Our top games measured by total average DAUs and game plays in the quarter ended March 31, 2014, compared to the quarter ended December 31, 2013 are as follows:

	Quarter Ended
	Mar. 31,		Dec. 31,		Mar. 31,		Dec. 31,
(in millions)	2014		2013		2014		2013
					Average daily game
	Average DAUs				plays
Candy Crush Saga		96		91		1,056		1,033
Farm Heroes Saga		20		9		189		68
Pet Rescue Saga		15		15		132		131
Bubble Witch Saga		3		3		23		24

Gross bookings increased by $9 million, or 1%, to $641 million in the quarter ended March 31, 2014, from $632 million in the quarter ended December 31, 2013. We have maintained relatively consistent levels of gross bookings for the quarter as compared to the prior quarter, while reducing our gross bookings concentration. Candy Crush Saga, accounted for 67% of our gross bookings in the quarter ended March 31, 2014 compared to 78% in the quarter ended December 31, 2013. In future periods, we expect Candy Crush Saga to represent a smaller percentage of our total gross bookings as we continue to diversify our game portfolio. In the quarter ended March 31, 2014, 75% of our gross bookings were derived from our mobile audience.

We believe our franchises are built to last. Our most mature franchise has continued to maintain relatively high gross bookings 24 months after reaching its highest grossing month. In March 2014, it had 75% of its peak month’s gross bookings. We believe this franchise longevity is as a result of the release of new levels and content, and cross-promotion to players of our existing game portfolio.

26

Along with releasing over 280 additional levels in our existing games, we launched the following games since December 31, 2013:

• Farm Heroes Saga on mobile in January 2014;

• Diamond Digger Saga on Facebook in April 2014; and

• Four additional game IPs on royalgames.com.

We have recently announced that we will launch a localized version of Candy Crush Saga for the Chinese market exclusively with Tencent Holdings Limited.

Additionally, we have opened a new game studio in Berlin, Germany to further support our growth and game development.

How We Generate Revenue

We generate substantially all of our revenue through the sale of virtual items. While our players are able to enjoy our games for free, we generate revenue by selling virtual items to a subset of players who wish to enhance their entertainment experience. We offer a range of virtual items to our customers. These currently include entertainment time, where players can extend the duration of their game session; skill enhancements, where players can buy a wide variety of boosters that help them to progress; and access to content, where players can pay to unlock new episodes. Our approach is to make our pricing transparent and consistent throughout the game journey and includes multiple opportunities to buy virtual items. A typical “consumable” virtual item is used immediately, priced at approximately $1 and revenue is recognized upon the consumption, which approximates its time of purchase. The majority of our sales of virtual items are consumable in nature. We believe that targeting a modest share of our customer’s entertainment spend drives game longevity and customer loyalty, and is the most effective way of building a sustainable business over the long term.

Most of the purchases of virtual items are currently processed by the platform provider used by the individual player. Nearly all purchases of virtual items were made through Apple’s iOS, Google’s Android, Amazon’s Kindle and Facebook platforms during the quarter ended March 31, 2014. These platforms typically charge us a fee for their payment processing infrastructure services. We recognize our sales on a gross basis and record a corresponding cost of revenue for the amount paid to our payment processing partners.

As of March 31, 2014, in all our games on social platforms and in some games on mobile platforms, players receive virtual currency upon installing a game and throughout gameplay can purchase additional virtual currency. Our virtual currency can only be redeemed for virtual items and cannot be withdrawn. Virtual currency purchased in one of our games cannot be used in another of our games. Amounts collected from the sale of virtual currency are deferred and recognized as the player uses the virtual items purchased with the virtual currency.

We also generate a portion of our revenue from skill tournaments on our royalgames.com website. We retain a portion of the game and tournament entry fees players pay as revenue. In the quarter ended March 31, 2014, revenue from these skill tournaments represented 1% of our revenue.

27

Key Business Metrics

We use the following key financial and operating metrics to evaluate and manage our business on an ongoing basis, which we believe are useful for investors to compare key financial data both within and across reporting periods:

• Financial Metrics

• Gross Bookings

• Revenue

• Adjusted EBITDA

• Adjusted EBITDA margin

• Adjusted Profit

• Operating Metrics

• Monthly Active Users (MAUs)

• Daily Active Users (DAUs)

• Monthly Unique Users (MUUs)

• Monthly Unique Payers (MUPs)

• Monthly Gross Average Bookings per Paying User (MGABPPU)

Key Financial Metrics

Gross Bookings and Revenue. We define gross bookings as the total amount paid by our users for virtual items and for access to skill tournaments. We believe that this metric provides a meaningful measurement of our business performance during a particular period because it measures the total cash spend by our players in the period. Gross bookings is not computed in accordance with IFRS and its most comparable IFRS measure is revenue. While we believe that this financial measure provides a meaningful measurement of our business performance, this information should be considered as supplemental in nature and is not meant as a substitute for revenue recognized in accordance with IFRS. Prior to June 2013, gross bookings included amounts collected for advertising space sold which have subsequently become immaterial. The following table reflects the reconciliation of revenue to gross bookings for each of the periods indicated (in thousands):

	Quarter Ended
	Mar. 31,			Dec. 31,			Sept. 30,			Jun. 30,			Mar. 31,
	2014			2013			2013			2013			2013
Reconciliation of Revenue to Gross Bookings:
Revenue	$	606,709		$	601,715		$	621,196		$	455,472		$	205,918
Sales tax		34,714			31,530			30,085			23,338			14,735
Other revenue(1)		(2,499	)		(2,442	)		(4,153	)		(4,825	)		(3,497	)
Movement in player wallet and other adjustments(2)		1,300			1,599			1,337			1,208			1,339
Change in deferred revenue		865			(276	)		(285	)		5,726			101
Gross bookings	$	641,089		$	632,126		$	648,180		$	480,919		$	218,596

(1) Other revenue includes other marketing-related rebates from platform providers, European Union sales tax rebates from platform providers.

(2) Calculated as the change of the net withdrawable cash balance in skill tournament players’ accounts after adjustments for tournament fees, deposits, withdrawals, chargebacks and confiscated funds.

Gross bookings in the quarter ended March 31, 2014 slightly increased compared to the quarter ended December 31, 2013 by $9 million, or 1%. This increase was primarily due to incremental mobile gross bookings generated from Farm Heroes Saga, which was launched early in the quarter, partially offset by the decrease in Candy Crush Saga gross bookings. Candy Crush Saga accounted for 67% of our gross bookings in the quarter ended March 31, 2014 compared to 78% in the quarter ended December 31, 2013. In future periods, we expect Candy Crush Saga to represent a smaller percentage of our gross bookings as we continue to diversify our game portfolio.

Revenue in the quarter ended March 31, 2014 slightly increased compared to the quarter ended December 31, 2013 by $5 million, or 1%. The key drivers of this increase were consistent with those affecting gross bookings.

Adjusted EBITDA and Adjusted EBITDA Margin. Adjusted EBITDA and adjusted EBITDA margin are non-GAAP financial measures that are not calculated in accordance with IFRS. We define adjusted EBITDA as profit, adjusted for income tax expense, other (income) expense, net finance (income) costs, depreciation, amortization, share-based and other equity-related compensation (including social security tax charges associated therewith) and changes in deferred revenue. We define adjusted EBITDA margin as adjusted EBITDA as a percentage of adjusted revenue. We believe that adjusted EBITDA and adjusted EBITDA margin are useful metrics for investors to understand and evaluate our operating results and ongoing

28

profitability because it permits investors to evaluate our recurring profitability from our ongoing operating activities. We also use these measures internally to establish forecasts, budgets and operational goals and to manage and monitor our business, as well as evaluating our ongoing and historical performance. Adjusted EBITDA and adjusted EBITDA margin have certain limitations as analytical tools, and you should not consider them in isolation or as a substitute for analysis of our results of operations as reported under IFRS. These limitations include:

• adjusted EBITDA does not include the change in deferred revenue, other (income) expense, which includes foreign exchange gains and losses;

• adjusted EBITDA does not include share-based and other equity-related compensation expense (includes social security tax charges associated therewith) and periodic charges; and

• other companies, including companies in our industry, may calculate adjusted EBITDA differently or not at all, limiting its usefulness as a direct comparative measure.

The following table reflects the reconciliation of profit to adjusted EBITDA for each of the periods indicated (in thousands, except percentage data):

	Quarter Ended
	Mar. 31,			Dec. 31,			Sept. 30,			Jun. 30,			Mar. 31,
	2014			2013			2013			2013			2013
Reconciliation of Profit to Adjusted EBITDA:
Profit	$	127,199		$	159,246		$	229,782		$	125,915		$	52,651
Add:
Income tax expense		34,012			47,583			56,914			29,254			12,930
Other (income) expense, net		5,466			688			675			267			(589	)
Net finance (income) costs		268			(54	)		1,795			(7	)		(3	)
Share-based and other equity-related compensation(1)		78,016			59,599			(485	)		21,654			15,298
Change in deferred revenue		865			(276	)		(285	)		5,726			101
Depreciation and amortization		2,765			2,186			1,798			1,345			1,034
Adjusted EBITDA	$	248,591		$	268,972		$	290,194		$	184,154		$	81,422
Adjusted EBITDA margin		41	%		45	%		47	%		40	%		40	%

Adjusted Profit. Adjusted profit is a non-GAAP financial measure that is not calculated in accordance with IFRS. We define adjusted profit as profit, adjusted for share-based and other equity-related compensation (including social security tax charges associated therewith), changes in deferred revenue and amortization of acquired intangible assets. Other companies, in our industry, may calculate adjusted profit differently or not at all, limiting its usefulness as a direct comparative measure.

The following table reflects the reconciliation of profit to adjusted profit for each of the periods indicated (in thousands):

	Quarter Ended
	Mar. 31, 2014			Dec. 31, 2013			Sep. 30, 2013			Jun. 30, 2013			Mar. 31, 2013
Reconciliation of Profit to Adjusted Profit:
Profit	$	127,199		$	159,246		$	229,782		$	125,915		$	52,651
Add:
Share-based and other equity-related compensation(1)		78,016			59,599			(485	)		21,654			15,298
Change in deferred revenue		865			(276	)		(285	)		5,726			101
Amortization on intangible assets acquired		30			30			30			30			30
Tax effect of adjustments		(18,230	)		(13,748	)		142			(5,257	)		(2,959	)
Adjusted Profit	$	187,880		$	204,851		$	229,184		$	148,068		$	65,121

(1) Includes the vested portion of special cash grants made in the quarter ended December 31, 2013 and the quarter ended March 31, 2014, on a per share or per award basis to personnel and directors who held equity securities or other share-based incentive awards at the time of the grant. $35 million of these special grants have been paid in April 2014. Any unvested portion will be paid, subsequently over the remaining vesting period of the underlying equity of award. No such future grants are currently expected. For more information, see “—Dividends and Other Payments.”

The following table reflects the reconciliation of revenue to adjusted revenue for each of the periods indicated (in thousands):

	Quarter Ended
	Mar. 31,		Dec. 31,			Sept. 30,			Jun. 30,		Mar. 31,
	2014		2013			2013			2013		2013
Reconciliation of Revenue to Adjusted Revenue:
Revenue	$	606,709	$	601,715		$	621,196		$	455,472	$	205,918
Change in deferred revenue		865		(276	)		(285	)		5,726		101
Adjusted revenue	$	607,574	$	601,439		$	620,911		$	461,198	$	206,019

        Adjusted EBITDA decreased from $269 million in the quarter ended December 31, 2013 and increased from $81 million in the quarter ended March 31, 2013 to $249 million in the quarter ended March 31, 2014. The decline from the previous quarter was primarily due to planned increases in performance marketing spend to coincide with the launch of Farm Heroes Saga on mobile in January 2014 and increased investment in permanent and temporary headcount. Adjusted EBITDA margin decreased from 45% in the quarter ended December 31, 2013 and increased from 40% in the quarter ended March 31, 2013 to 41% in the year ended March 31, 2014.

Adjusted profit decreased from $205 million in the quarter ended December 31, 2013 and increased from $65 million in the quarter ended March 31, 2013 to $188 million in the quarter ended March 31, 2014. The reasons for these changes were consistent with those affecting adjusted EBITDA.

Key Operating Metrics

We track a variety of operating metrics to measure our ability to grow, retain and monetize our user network. These metrics are shown on a sequential quarterly basis for the past five quarters to be consistent with how we track and monitor our key operating metrics internally. For our calculation of non-unique user metrics, an individual who either plays two of our games on a single platform or device, or the same game on two platforms or devices in the relevant period would be counted as two users. For

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our calculation of unique user metrics, we do not de-duplicate user data, so that a user who plays our games on multiple platforms or devices in the relevant period will be counted as a unique user for each platform or device on which the user played during the period. However, due to certain technological limitations, a user who plays on more than one platform or device will likely be counted more than once as a unique user.

Monthly Active Users (MAUs). We monitor MAUs as a key measure of the overall size of our network of users and as a measure of their regular engagement with our portfolio of games. MAUs are the number of individuals who played a particular game in the 30-day period ending with the measurement date. We calculate average MAUs by adding the total number of active users as of the end of each month in a given period and dividing by the number of months in the period.

	Quarter Ended
	Mar. 31,		Dec. 31,		Sep. 30,		Jun. 30,		Mar. 31,
(in millions)	2014		2013		2013		2013		2013
Average MAUs		481		408		361		265		138

Average MAUs increased by 73 million, or 18%, to 481 million in the quarter ended March 31, 2014 from 408 million in the quarter ended December 31, 2013. Average MAUs increased by 343 million, or 249%, to 481 million in the quarter ended March 31, 2014 from 138 million in the quarter ended March 31, 2013. We believe the increase in MAUs reflect the continued growth of our player network coupled with a greater number of games being installed and played by our existing player base. We believe this increased activity is primarily due to our introduction of additional games, our release of new content for existing games, our geographic expansion and the overall growth in consumer usage of mobile devices.

Daily Active Users (DAUs). We monitor DAUs as a key measure of our active player audience. DAUs are the number of individuals who played one of our games during a particular day. We calculate average DAUs by adding the total number of DAUs for each day in a period and dividing by the number of days in the period.

	Quarter Ended
	Mar. 31,		Dec. 31,		Sep. 30,		Jun. 30,		Mar. 31,
(in millions)	2014		2013		2013		2013		2013
Average DAUs		143		124		109		76		36

Average DAUs increased by 19 million, or 15%, to 143 million in the quarter ended March 31, 2014 from 124 million in the quarter ended December 31, 2013. Average DAUs increased by 107 million, or 297%, to 143 million in the quarter ended March 31, 2014 from 36 million in the quarter ended March 31, 2013. We believe that increases in DAUs have had a positive impact on our overall gross bookings as a larger audience creates more opportunities for monetization. We believe the reasons for the growth in our DAUs were consistent with the factors driving the growth in our MAUs.

Monthly Unique Users (MUUs). We monitor MUUs as a key measure of total network reach across our games. MUUs are the number of unique individuals who played any of our games on a particular platform in the 30-day period ending with the measurement date. We calculate average MUUs by adding the total number of unique users as of the end of each month in a given period and dividing by the number of months in the period.

	Quarter Ended
	Mar. 31,		Dec. 31,		Sep. 30,		Jun. 30,		Mar. 31,
(in millions)	2014		2013		2013		2013		2013
Average MUUs		352		304		269		194		101

Average MUUs increased by 48 million, or 16%, to 352 million in the quarter ended March 31, 2014 from 304 million in the quarter ended December 31, 2013. Average MUUs increased by 251 million, or 249%, to 352 million in the quarter ended March 31, 2014 from 101 million in the quarter ended March 31, 2013. We believe that the growth in our MUUs is as a result of targeted acquisition efforts outside our traditional markets in North America and Western Europe as well as our continued focus on player retention.

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We expect our growth in MAUs, MUUs and DAUs to slow in future periods as the size of our player network increases and we achieve greater market penetration.

Monthly Unique Payers (MUPs). We monitor MUPs as a key measure of total paid network reach across our network of games. MUPs are the number of unique individuals who made a purchase of a virtual item at least once on a particular platform in the 30-day period ending with the measurement date. We calculate average MUPs by adding the total number of unique payers as of the end of each month in a period and dividing by the number of months in the period. Average MUPs for periods prior to April 2013 exclude Google’s Android payers due to technological limitations.

	Quarter Ended
	Mar. 31,		Dec. 31,		Sep. 30,		Jun. 30,		Mar. 31,
(in thousands)	2014		2013		2013		2013		2013
Average MUPs		11,859		12,165		13,012		10,339		4,095

Average MUPs decreased 3% in the quarter ended March 31, 2014 compared to the quarter ended December 31, 2013. We believe the movement is as a result of less payment activity among occasional payers in our earlier Saga games, such as Bubble Witch Saga and Candy Crush Saga, in North America where we have enjoyed a rapid proliferation of network and payer growth. However, we have noted an increase in the number of payers playing in more than one game. These more engaged payers are now driving an increase in average spend per paying player, or MGABPPU, as discussed further below. Additionally, as we introduce virtual currency in our games, we believe that our players monetize less frequently when large packages of virtual currency are purchased and used over extended periods. Average MUPs increased by 8 million, or 190%, to 12 million in the quarter ended March 31, 2014 from 4 million in the quarter ended March 31, 2013. We believe the reasons for this growth in our MUPs were consistent with the factors driving the growth in our MAUs and MUUs, as well as improved in-game monetization.

Monthly Gross Average Bookings per Paying User (MGABPPU). We monitor MGABPPU as a key measure of overall monetization across our network on a monthly basis. MGABPPU is calculated by dividing (1) our total gross bookings in a given period by (2) the number of months in that period, divided by (3) the average number of MUPs during the period.

	Quarter Ended
	Mar. 31,		Dec. 31,		Sep. 30,		Jun. 30,		Mar. 31,
	2014		2013		2013		2013		2013
MGABPPU	$	18.02	$	17.32	$	16.60	$	15.51	$	15.92

MGABPPU increased by $0.70, or 4%, from $17.32 in the quarter ended December 31, 2013 to $18.02 in the quarter ended March 31, 2014. MGABPPU increased by $2.10, or 13%, from $15.92 in the quarter ended March 31, 2013 to $18.02 in the quarter ended March 31, 2014. Additionally, we believe that an increase in our payers who play in more than one game as well as the introduction of virtual currency in some of our games, which creates the opportunity to transact at higher amounts, had a positive impact on our MGABPPU.

Components of Cost and Expenses

Cost of Revenue

Our cost of revenue primarily consists of direct expenses incurred in order to generate revenue from our games. This primarily includes amounts charged by our platform service providers, and also includes payments for third-party licensed intellectual property usage related to audio content, fees paid to payment processing providers, salaries, bonuses, benefits and share-based and other equity-related compensation for our customer support and infrastructure teams. We expect cost of revenue to increase proportionally with revenue as we enter new markets for the foreseeable future. As we expand our mobile and social platform opportunities globally this may change in the future.

Research and Development

Our research and development expenses primarily consist of salaries, bonuses, benefits and share-based and other equity-related compensation for our engineers and associated developers. In addition, research and development expenses include outside services and consulting, as well as allocated facilities and other overhead costs.

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Costs associated with maintaining our computer software and associated infrastructure are recognized as an expense as incurred. Development costs that are directly attributable to the design and testing of our identifiable and unique games are recognized as intangible assets, and amortized within research and development expense over an 18-month period for our mobile and social games, and over a three-year period for our skill tournaments.

We believe continued investment in enhancing existing games and developing new games is extremely important to achieve our strategic objectives. As a result, we expect research and development expenses to increase for the foreseeable future as we expand and grow our business.

Sales and Marketing

Our sales and marketing expenses primarily consist of performance marketing related to player acquisition across a variety of mobile and media platforms worldwide. Sales and marketing also includes salaries, bonuses, benefits and share-based and other equity-related compensation for our sales and marketing colleagues, as well as consulting fees. In addition, sales and marketing expenses include general marketing, branding, advertising and public relations costs, as well as allocated facilities and other overhead costs. Our plan is to continue to invest in sales and marketing to retain and grow our network, and to continue building brand awareness, subject to the rigorous application of our rules-based process to achieve our required returns on investment. As a result, we expect sales and marketing expenses to increase for the foreseeable future as we grow our business.

General and Administrative

Our general and administrative expenses primarily consist of salaries, bonuses, benefits and share-based and other equity-related compensation for our executive, finance, legal, information technology, human resources and other administrative colleagues, and outside consulting, legal and accounting services, as well as facilities and other overhead costs not allocated to other areas across the business. In addition, general and administrative expenses include all of our depreciation expenses, as well as our non-game amortization. We expect that our general and administrative expenses will increase for the foreseeable future as we grow our business, as well as to cover the additional cost and expenses associated with being a publicly-listed company.

Net Finance Income (Cost)

Net finance income (cost) consists primarily of arrangement and other fees incurred to secure our asset-based loan facility (ABL Credit Facility). In periods in which we have borrowings under the ABL Credit Facility, net finance income (cost) will include interest payable on outstanding borrowings and loan fees. Net finance income (cost) also includes interest income earned on our cash and cash equivalents.

Tax Expense

Tax expense consists of income taxes in the various jurisdictions where we are subject to taxation. Our historical effective tax rate has fluctuated based on our financial results, as well as the product mix and geographic breakdown of operations and sales, but is expected to be steady in the future within a range of 15—22%, subject to the tax regimes in which we operate remaining consistent with their current arrangements.

Results of Operations

The following table summarizes our consolidated statements of operations data:

	Three Months Ended March 31,
	2014			2013
Consolidated Statements of Operations Data:
(in thousands)
Revenue	$	606,709		$	205,918
Costs and expenses (1):
Cost of revenue		195,996			64,014
Research and development		46,757			22,183
Sales and marketing		129,099			47,629
General and administrative		73,378			6,514
Total costs and expenses		445,230			140,340
Total revenue less expenses		161,479			65,578
Net finance income (costs)		(268	)		3
Profit before tax		161,211			65,581
Tax expense		34,012			12,930
Profit	$	127,199		$	52,651

(1) Costs and expenses include share-based and other equity-related compensation expense as follows (in thousands):

	Three Months Ended March 31,
	2014		2013
Share-based and other equity-related compensation:
Cost of revenue	$	4,066	$	1,123
Research and development		25,752		13,271
Sales and marketing		5,585		453
General and administrative		42,613		451
Total share-based and other equity-related compensation expense	$	78,016	$	15,298

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The following table summarizes our historical consolidated annual statements of operations data as a percentage of revenue for the periods shown:

	Three Months Ended March 31,
	2014			2013
Consolidated Statements of Operations Data:
Revenue		100	%		100	%
Costs and expenses (1):
Cost of revenue		32			31
Research and development		8			11
Sales and marketing		21			23
General and administrative		12			3
Total costs and expenses		73			68
Total revenue less expenses		27			32
Net finance income (costs)		—			—
Profit before tax		27			32
Tax expense		6			6
Profit		21	%		26	%

(1) Costs and expenses include the following share-based and other equity-related compensation expense as follows as a percentage of revenue:

	Three Months Ended March 31,
	2014			2013
Share-based and other equity-related compensation:
Cost of revenue		1	%		1	%
Research and development		4			6
Sales and marketing		1			—
General and administrative		7			—
Total share-based and other equity-related compensation expense		13	%		7	%

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Revenue

	Three Months Ended
	March 31,
	2014		2013		% Change
(dollars in thousands)
Mobile revenue	$	453,147	$	117,242		287	%
Web revenue		152,695		81,392		88	%
Other revenue		867		7,284		(88	%)
Revenue	$	606,709	$	205,918		195	%

Revenue. Revenue increased $401 million in the quarter ended March 31, 2014, compared to the same period of the prior year. Mobile revenue increased by $336 million to $453 million in the quarter ended March 31, 2014 from $117 million in same period of the prior year. Web revenue increased by $71 million to $153 million in the quarter ended March 31, 2014 from $81 million in the same period of the prior year. Both mobile and web revenue were positively impacted by increased mobile and social usage, largely driven, particularly in mobile, by the growth and success of Candy Crush Saga and Farm Heroes Saga. From the quarter ended March 31, 2013 to the quarter ended March 31, 2014, deferred revenue related to in-period bookings increased from $4 million to $10 million due to an increase in revenue, but declined as a proportion of adjusted revenue.

Costs and Expenses

Cost of Revenue

	Three Months Ended
	March 31,
	2014			2013			% Change
(dollars in thousands)
Cost of revenue	$	195,996		$	64,014			206	%
Percentage of revenue		32	%		31	%

Cost of revenue increased by $132 million in the quarter ended March 31, 2014, compared to the same period of the prior year. This increase was driven by a $128 million increase in amounts charged by our mobile and social platform partners, in line with our growth in revenue. Cost of revenue as a percentage of revenue increased to 32% for the quarter ended March 31, 2014, from 31% for the quarter ended March 31, 2013.

Research and Development

	Three Months Ended
	March 31,
	2014			2013			% Change
(dollars in thousands)
Research and development	$	46,757		$	22,183			111	%
Percentage of revenue		8	%		11	%

Research and development expenses increased by $25 million in the quarter ended March 31, 2014, compared to the same period of the prior year. This reflected a $23 million increase in headcount-related expenses, including $12 million increase in share-based and other equity-related compensation expense. In addition, we capitalized $2 million of game development costs during the quarter ended March 31, 2014, an increase of $1 million from the same period in the prior year.

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Sales and Marketing

	Three Months Ended
	March 31,
	2014			2013			% Change
(dollars in thousands)
Sales and marketing	$	129,099		$	47,629			171	%
Percentage of revenue		21	%		23	%

Sales and marketing expenses increased by $81 million in the quarter ended March 31, 2014, compared to the same period of the prior year. This increase was primarily attributable to $72 million increase in performance marketing spend focused on user acquisition. Sales and marketing expenses as a percentage of revenue decreased to 21% for the quarter ended March 31, 2014 from 23% of revenue for the quarter ended March 31, 2013.

General and Administrative

	Three Months Ended
	March 31,
	2014			2013			% Change
(dollars in thousands)
General and administrative	$	73,378		$	6,514			1026	%
Percentage of revenue		12	%		3	%

General and administrative expenses increased by $67 million in the quarter ended March 31, 2014, compared to the same period of the prior year. This increase was primarily driven by a $49 million increase in headcount-related, growth and expansion expenses, including a $42 million increase in share-based and other equity-related compensation expense and a $7 million increase in professional and consulting fees related to our corporate restructuring and initial public offering. General and administrative expenses increased from 3% of revenue in the quarter ended March 31, 2013 to 12% of revenue in the quarter ended March 31, 2014.

Net Finance Income (Costs)

	Three Months Ended
	March 31,
	2014			2013		% Change
(dollars in thousands)
Net finance income (costs)	$	(268	)	$	3		(9033	%)

Net finance income (costs) was $(0.3) million in the quarter ended March 31, 2014, compared to an immaterial amount in the year ended March 31, 2013. This reflects the cost related to the ABL Credit Facility, which we entered into in late 2013.

Tax Expense

	Three Months Ended
	March 31,
	2014			2013			% Change
(dollars in thousands)
Tax expense	$	34,012		$	12,930			163	%
Effective tax rate		21	%		20	%

Tax expense was $34 million in the quarter ended March 31, 2014, compared to $13 million for the same period in the prior year, representing effective tax rates of 21% and 20%, respectively.

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Liquidity and Capital Resources

	Three Months Ended
	March 31,
	2014			2013
Consolidated Statement of Cash Flows and Data:
(in thousands)
Capital expenditures(1)		8,403			3,486
Net cash generated from operating activities	$	164,176		$	27,932
Net cash flows used in investing activities		(9,553	)		(3,486	)
Net cash flows from financing activities		114,082			—

(1) Includes purchases of property, plant and equipment and intangible assets.

As of March 31, 2014, we had cash and cash equivalents of $678 million, which consisted of $675 million of cash and cash equivalents maintained at various financial institutions and $3 million held on behalf of customers who maintain accounts with us for tournament play.

We believe that our existing cash and cash equivalents, together with cash internally generated from ongoing operations, will be sufficient to fund our operations and capital expenditures for at least the next 12 months and beyond. Our future capital requirements will depend on many factors, including our rate of revenue growth, the expansion of our sales and marketing activities, introduction of new games to mobile and social platforms, new studios and acquisitions of other companies. To the extent that existing cash and cash equivalents are insufficient to fund our future activities, we may need to raise additional funds.

We will repatriate cash from our subsidiaries by repayment of intercompany balances. We do not intend to repatriate cash in the form of dividend distributions or any other form of taxable payment. Accordingly, we do not expect tax would arise in Ireland in connection with the repatriation of cash from foreign subsidiaries. However, any repatriation of cash in the form of a taxable payment, such as a dividend distribution, would be subject to taxation at the Irish statutory tax rate, which is currently 12.5%.

Operating Activities

Operating activities provided $164 million of cash in the quarter ended March 31, 2014. The cash flow from operating activities primarily came from $161 million of profit before tax, adjusted for $46 million of non-cash items, changes in our working capital and $64 million of tax paid in the period. The increase in our working capital of $21 million of cash in the quarter ended March 31, 2014, was primarily due to a $10 million increase in trade and other receivables, partially offset by a $30 million increase in trade and other payables.

Operating activities provided $28 million of cash in the quarter ended March 31, 2013. The cash flow from operating activities primarily came from $66 million of profit before tax, adjusted for $13 million of non-cash items and changes in our working capital. Changes in our working capital used $51 million of cash in the first quarter of 2013, primarily due to an increase of $19 million in trade and other receivables, partially offset by a $70 million increase in trade and other payables due to higher performance marketing expenditure, in particular due to our expansion on both mobile and social platforms during the period.

Investing Activities

Our main capital investing activities historically have consisted of the purchases of office equipment, leasehold improvements, computer hardware, domain names, computer software, patents, and internally developed software. We estimate that our ongoing capital requirements will scale proportionately with the overall size of the business, but will remain a small percentage of the overall cash generated by the business.

We also capitalize the cost of game development as an intangible asset prior to launch of the game and amortize those costs over the expected useful lives of the games.

We used $6 million and $2 million to purchase property, plant and equipment in the quarter ended March 31, 2014 and 2013, respectively. We also spent $2 million and $2 million to purchase intangible assets in the quarter ended March 31, 2014 and 2013, respectively.

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Financing Activities

Financing activities provided $114 million in the first quarter of 2014, primarily from $329 million net proceeds from the initial public offering, $3 million proceeds from new share issues, offset by the $217 million dividend payment and $1 million repurchase of shares during the quarter.

No financing activities occurred during the same quarter of 2013.

Credit Facility

The ABL Credit Facility contains a number of covenants that, among other things, restrict our ability and the ability of our subsidiaries, subject to specified exceptions, to incur additional liens; make investments; incur additional debt; merge, dissolve, liquidate or consolidate with or into another entity; sell or dispose of assets; and engage in transactions with affiliates. We are required to maintain a consolidated fixed-charge coverage ratio of 1.00 to 1.00 if excess availability under the ABL Credit Facility is less than the greater of $10 million and 10.0% of the revolving credit commitments at any time over the facility term which ends October 2018. As of May 7, 2014, there were no outstanding loans or issued letters of credit under the ABL Credit Facility and as of March 31, 2014, we had approximately $130 million available for borrowing under the ABL Credit Facility.

Dividends and Other Payments

On January 31, 2014, our board of directors declared a dividend of $1.987 per share with respect to our equity securities that are eligible to receive dividends, amounting to a total dividend of $217 million in aggregate, which was paid on February 6, 2014.

Certain of our equity securities and other share-based incentive awards are not eligible to receive dividends. As a result, on October 21, 2013 and January 31, 2014, our board of directors approved aggregate special cash grants of $28 million and $31 million, respectively, to our current personnel and directors that hold such securities and awards. These special grants are being recognized in the consolidated statement of operations over the vesting period of the underlying equity securities or awards. The vested portion of this grant was paid in April 2014, with the remaining portion paid, subsequently, over the vesting period.

In addition, April 2014, we paid $29 million to employees who held our discretionary bonus units, which represents 50% of the aggregate amounts payable under these incentive arrangements. The remaining 50% will be payable in the first quarter of 2015, provided such employees are still employed by us at that time.

Off Balance Sheet Arrangements

As of March 31, 2014, we did not have any relationships with unconsolidated entities or financial partnerships, such as entities often referred to as structured finance or special purpose entities, which would have been established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes.

Critical Accounting Policies and Estimates

There have been no material changes to the critical accounting policies and estimates are compared to the critical accounting policies and estimates described in the historical consolidated financial statements of the Final Prospectus.

Quantitative and Qualitative Disclosures About Market Risk

During the quarter ended March 31, 2014, there were no significant changes to our quantitative and qualitative disclosures about market risk. Please refer to, ‘Quantitative and Qualitative Disclosure About Market Risk” included in our Final Prospectus for a more complete discussion on the market risks we encounter.

Recently Issued and Adopted Accounting Standards

For information with respect to recent accounting pronouncements and the impact of these pronouncements on our financial statements, see Note 3, in the accompanying notes to the condensed consolidated financial statements included elsewhere in this Form 6-K.

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EX-99.3

Exhibit 99.3

RISK FACTORS

Investing in our ordinary shares involves a high degree of risk. Before you invest in our ordinary shares, you should carefully consider the following risks, as well as general economic and business risks and in the other information contained in this Form 6-K and our final prospectus. Any of the following risks could have a material adverse effect on our business, operating results and financial condition and cause the trading price of our ordinary shares to decline, which would cause you to lose all or part of your investment.

Risks Related to Our Business

We have experienced significant rapid growth in our operations, and we cannot assure you that we will effectively manage our growth.

We have experienced a period of significant rapid growth and expansion in our operations that has placed, and continues to place, significant strain on our management and resources. For example, our staff headcount and the scope and complexity of our business have increased significantly, with the number of employees increasing from 144 as of December 31, 2011 to 808 as of March 31, 2014, and we expect headcount growth to continue for the foreseeable future. Since October 2011, we have also opened six more game studios in Europe to support our growth and game development. The growth and expansion of our business and headcount create significant challenges for our management and operational resources. We cannot assure you that this level of significant growth will be sustainable in the future. In the event of continued growth of our operations, our information technology systems or our internal controls and procedures will need to be scaled to support our operations. In addition, some members of our management do not have significant experience managing a large global business operation, so our management may not be able to manage such growth effectively. We must continue to improve our operational and management processes and systems, and identify, hire, integrate, develop and motivate a large number of qualified employees. If we fail to do so, our ability to grow our business could be harmed. As our organization continues to grow, and we are required to implement more complex organizational management structures, we may find it increasingly difficult to maintain the benefits of our corporate culture, including our ability to quickly develop and launch new games. This could negatively affect our business performance.

A small number of games currently generate a substantial majority of our revenue.

In the first quarter of 2014, our top three games Candy Crush Saga, Pet Rescue Saga and Farm Heroes Saga accounted for 93% of our total gross bookings (across the web and mobile channels in the aggregate), with Candy Crush Saga accounting for 67% of our total gross bookings (across the web and mobile channels in the aggregate). If the gross bookings of our top games, including Candy Crush Saga are lower than anticipated and we are unable to broaden our portfolio of games or increase gross bookings from those games, we will not be able to maintain or grow our revenue and our financial results could be adversely affected.

We must develop new games and enhance our existing games so that our players will continue to play our games and make purchases of virtual items within our games.

Our continued growth will depend on our ability to regularly develop new games and enhance our existing games in ways that improve the gaming experience for both paying and non-paying players while encouraging the purchase of virtual items within our games. In the event our current game development model ceases to be effective so that a game IP that is popular with VIPs fails to be successful when adapted for mobile and social platforms, our current development costs would increase and our operating results would suffer. It is possible that only a small number of our games, if any, become successful and generate significant purchases of virtual items.

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Our ability to successfully develop new games and enhance existing games and their ability to achieve commercial success are subject to a number of challenges, including:

• our need to continually anticipate and respond to changes in the game industry, particularly in the mobile and social platforms;

• our ability to compete successfully against a large and growing number of industry participants;

• our ability to develop and launch new game IP and games on time and on budget;

• our ability to develop new game formats that drive engagement and monetization;

• our ability to adapt to changing player preferences;

• our ability to enhance existing games by adding features and functionality that will encourage continued engagement with the game;

• our ability to hire and retain skilled personnel as we seek to expand our development capabilities;

• our ability to achieve a positive return on our advertising investments and continue to experience success with organic viral growth; and

• the need to minimize and quickly resolve bugs or outages.

If we are unable to develop new and enhance existing games that generate meaningful revenue, our business and financial results could be harmed.

We face significant competition, there are low barriers to entry in the digital gaming industry, and competition is intense.

The digital gaming industry is highly competitive, and we expect more competitors to emerge and a wider range of games, including in the casual category, to be introduced. We face competition from a number of competitors who develop games on social networks, mobile, PC and consoles, some of which include features that compete with our casual games and have community functions where game developers can engage with their players. These competitors include companies such as Electronic Arts Inc., Zynga Inc. and numerous privately-held companies. In addition, we face competition from online game developers and distributors who are primarily focused on specific international markets. Many new developers enter the gaming market on a regular basis, some of which see significant success in a short period of time. We could also face increased competition if large companies with significant online presences such as Amazon.com, Inc., Apple, Inc., Facebook, Inc., Google Inc., The Walt Disney Company or Yahoo! Inc., choose to enter or expand in the games space or develop competing games. Some of these current, emerging and potential competitors have significant resources for developing or acquiring additional games, may be able to incorporate their own strong brands and assets into their games or distribution of their games, have a more diversified set of revenue sources than we do and may be less severely affected by changes in consumer preferences, regulations or other developments that may impact the casual game industry.

As there are relatively low barriers to entry to develop a mobile or online casual game, we expect new game competitors to enter the market and existing competitors to allocate more resources to develop and market competing games and applications. We also compete or will compete with a vast number of small companies and individuals who are able to create and launch games and other content for these devices and platforms using relatively limited resources and with relatively limited start-up time or expertise. Increased competition could result in loss of players or our ability to acquire new players cost-effectively, both of which could harm our business.

Our players may decide to select competing forms of entertainment instead of playing our games.

We also face competition for the leisure time, attention and discretionary spending of our players. Other forms of leisure time activities, such as offline, traditional online, personal computer and console games,

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television, movies, sports, and the Internet, are much larger and more well-established options for consumers. If our players do not find our games to be compelling or if other leisure time activities are perceived by our players to offer greater variety, affordability, interactivity and overall enjoyment, our business could be materially and adversely affected.

If players do not find our casual game formats compelling and engaging, we could lose players and our revenue could decline.

Our most successful games to date have been our games that are in the casual game genre and we intend to continue to develop new games in this genre. In addition, we launch our casual games in our Saga format, which involves the progression of the game through numerous levels and through a background story. It is possible that players could lose interest in this format over time due to a variety of reasons, including the emergence of new formats that players find more engaging, increased popularity of other game titles, or lack of sustained interest or loss of interest in particular games or the genre of games. If large numbers of players were to lose interest in the casual game genre or in our Saga format or if we are not able to develop games in new casual sub-genres or if we cannot develop new game formats, we could lose players, and our revenue and business could be harmed.

Frequent and unpredictable changes in consumer preferences may cause player interest in the casual game format to decline.

Our most successful games to date are in the casual game genre and our future success will depend on the continued popularity of casual games with consumers. Consumer tastes and preferences are subject to frequent changes, and it is possible that new gaming formats could replace casual games in popularity. We may not be able to predict future shifts in gaming formats and may not take timely action to adapt our products to new gaming formats or to develop games that consumers continue to enjoy. If player interest in the casual game format declines, and we are unable to anticipate future consumer preferences in gaming formats, then our business, financial performance and results of operations may be adversely and substantially affected.

We have a relatively short history offering our games on mobile and social platforms on a free-to-play basis. This model and these platforms are relatively new and evolving. These factors make it difficult to evaluate our future prospects and financial results.

Prior to 2010, we primarily generated revenue from online casual skills games with an emphasis on tournament play and from sales of advertising inventory available on our website. With the emergence of mobile and social platforms as a means for broad digital distribution, we began offering some of our games through Facebook beginning in late 2010, on mobile platforms through the Apple App Store and the Google Play Store in 2011 and through the Amazon Appstore and on KakaoTalk in 2013. Accordingly, we have had limited experience offering games using these new distribution platforms, which makes it difficult to effectively assess their long-term prospects. In addition, mobile platforms and social networks have only recently become significant distribution platforms. As a result, we have limited experience with our model and we also have limited information operating in these markets. Thus, it is difficult for us to forecast our future revenue growth, if any, and to plan our operating expenses appropriately, which in turn makes it difficult to predict our future operating results.

If the use of mobile devices as game platforms and the proliferation of mobile devices generally do not increase, our business could be adversely affected.

While the number of people using mobile Internet-enabled devices, such as smartphones and handheld tablets, has increased dramatically in the past few years, the mobile market, particularly the market for mobile games, is still emerging and it may not grow as we anticipate. Our future success is substantially dependent upon the continued growth of use of mobile devices for games. The proliferation of mobile devices may not continue to develop at historical rates and consumers may not continue to use mobile Internet-enabled devices as a platform for games. In addition, we do not yet offer our games on all mobile devices. Therefore, if the mobile devices on which our games are available decline in popularity, we could experience a decline or a slow in

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growth in revenue until we are able to develop versions of our games for other mobile devices or platforms. Any decline in the usage of mobile devices for games could harm our business.

If we are able to develop new games that achieve success, it is possible that these games could divert players of our other games without growing the overall size of our network, which could harm our operating results.

Although it is important to our future success that we develop new games that become popular with players, it is possible that these games could cause players to reduce their playing time and purchases of virtual items in our existing games but without the new games making up the difference. In addition, we also plan to cross-promote our new games in our other games, which could further encourage players of existing games to divert some of their playing time and spend on existing games. If new games do not grow the size of our network or generate sufficient additional purchases of virtual items to offset any declines in purchases from our other games, our revenue and our profitability could be materially and adversely affected.

Our free-to-play business model depends on purchases of virtual items within our games, and our business, financial condition and results of operations will be materially and adversely affected if we do not continue to successfully implement this model.

We derived nearly all of our revenue from the sale of virtual items in our games in recent periods and expect to continue to do so in the future. Our games are available to players for free, and we generally generate revenue from them only if they purchase in-game virtual items, such as “boosters” that enhance their skills to help players progress, “extra lives” or “level unlocks” to progress further in the game. If we fail to offer popular virtual items, make unpopular changes to existing virtual items or offer games that do not attract purchases of virtual items, or if our distribution partners make it more difficult or expensive for players to purchase in-game virtual items, our business, financial condition and results of operations will be materially and adversely affected.

A relatively small percentage of our player network accounts for a large portion of our revenue and if we are unable to continue to retain players or if they decrease their spending, our revenue could be harmed.

A relatively small portion of our player network accounts for a large portion of our revenue. If we are unable to continue to offer games that encourage these customers to purchase virtual items, if these players do not continue to play our games, or if we cannot encourage significant additional players to purchase virtual items in our games, we would not be able to sustain our revenue growth rate, and our business would be harmed.

As we achieve greater market penetration, the rate at which we acquire new players will decline, we may fail to retain existing customers, and the number of customers we have will fluctuate, any of which will materially and adversely affect our results of operations and financial condition. 

For the quarter ended March 31, 2014, we had an average of 481 million average monthly average users (MAUs), an increase of 343 million from 138 million for the quarter ended March 31, 2013. As we achieve greater market penetration, we do not expect to attract new players at a similar rate in the future. Accordingly the growth rates of our MAUs, DAUs and other key operating metrics may decline as compared to the growth rates from historic periods. In order to sustain our revenue, we must attract new players and retain existing players that purchase virtual items. To retain players, we must devote significant resources so that the games they play retain their interest, encourage them to purchase virtual items and attract them to our other games. If the number of our players, the rates at which we attract and retain players, the rate at which players purchase virtual items from us, or the volume and/or price of their purchases declines, our results of operations and financial condition will be adversely affected.

In order to acquire new players, we utilize a variety of marketing channels, including advertising online through mobile and social networks, and on television. Acquiring players can be costly and the effectiveness of such efforts can vary widely by game, geography and platform. Furthermore, the success of our business depends in large part on our ability to retain our players, generate revenue from new players and migrate our existing players to new games and new platforms. In 2012, 2013 and the three months ended March 31, 2014, we incurred

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$55 million, $377 million and $129 million, respectively, in sales and marketing expenses to promote our games. We also encourage our existing players to play our new games and use new platforms through cross-promotions. As our player network continues to evolve, it is possible that the composition of our player network may change in a manner that makes it more difficult to generate sufficient revenue to offset the costs associated with acquiring new players and retaining our current players. Additionally, our cross-promotions may be ineffective or could be restricted by platforms thereby reducing retention of our existing players. If the cost to acquire players is greater than the revenue we generate over time from those players and if we cannot successfully migrate our current players to new games and new platforms as we have historically done so, our business and operating results will be harmed.

We will not maintain our recent annual revenue and gross bookings growth rates.

Our recent annual revenue and gross bookings growth rates should not be considered indicative of our future performance. As we grow our business, we expect these annual growth rates to slow in future periods as the size of our player network increases and as we achieve higher market penetration rates. For example, our sequential quarterly gross bookings growth from the quarter ended September 30, 2013 through March 31, 2014 is significantly lower than our historic annual growth rate. As these growth rates decline, investors’ perceptions of our business may be adversely affected and the market price of our ordinary shares could decline.

We may not maintain profitability in the future.

Although we were profitable in the past, we expect to make significant investments in growing our business and significantly increase our employee headcount, which could reduce our profitability compared to past periods. In addition, as a public company, we will incur significant accounting, legal and other expenses that we did not incur as a private company. As a result of these increased expenditures, our profitability could decline in future periods. While our revenue has grown substantially from 2011, this growth may not be sustainable, and we may not achieve sufficient revenue growth in future periods to maintain profitability. In future periods, our revenue could decline or grow more slowly than we expect. We also may incur significant losses in the future for a number of reasons, including due to the other risks described in this section or in the reports we may file from time to time with the U.S. Securities and Exchange Commission (SEC), and we may encounter unforeseen expenses, difficulties, complications, delays and other unknown factors. Accordingly, we may not be able to maintain profitability, and we may incur losses in the future.

We may experience fluctuations in our quarterly operating results due to a number of factors, which make our future results difficult to predict.

Our revenue and other operating results could vary significantly from quarter to quarter due to a variety of factors, many of which are outside our control. In addition, we may not be able to accurately predict our future revenue or results of operations. We base our current and future expense levels on our internal operating plans and forecasts, and some of our operating costs are to a large extent fixed in the near term. As a result, we may not be able to reduce our costs quickly enough to compensate for an unexpected shortfall in revenue, and even a small shortfall in revenue could adversely affect financial results for that quarter.

Factors that may contribute to the variability of our quarterly results include:

• the ability of games released in prior periods to sustain their popularity and monetization rates and the popularity and monetization rates of new games or enhancements to existing games released during the quarter;

• a loss of popularity of the casual sub-genres of our games or our Saga game format;

• our ability to maintain and increase the number of our players who purchase virtual items and the volume of their purchases;

• delays in launching our games on mobile or social platforms;

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• changes to the terms and conditions offered by our platform partners and our ability to effectively use those platforms for distribution and marketing;

• the timing of new games released by our competitors;

• fluctuations in the size and rate of growth of overall consumer demand for games on mobile devices and social media or mobile platforms;

• increases in marketing and other operating expenses that we may incur to grow and expand our operations;

• system failures or breaches of data security;

• changes in privacy laws affecting how we may market to our players or use the personal information we collect;

• regulatory changes such as in consumer protection;

• inaccessibility of the distribution platforms for our games;

• changes in accounting rules;

• fluctuations in foreign currency exchange rates; and

• macro-economic conditions and their effect on discretionary consumer spending.

Our core value of putting our players first may conflict with the short-term interests of our business.

One of our core values is that the player comes first in everything we do, which we believe is essential to our success in increasing our growth and engagement and in serving the best, long-term interests of the company and our shareholders. Therefore, we may forgo certain expansion or short-term revenue opportunities that we do not believe will enhance the experience of our players, even if our decision negatively impacts our operating results in the short term. It is possible that our decisions may not result in the long-term benefits that we expect, in which case our business and operating results could be harmed.

If we fail to anticipate or successfully develop games for new technologies, platforms and devices, the quality, timeliness and competitiveness of our games could suffer.

The casual category is characterized by rapid technological changes that can be difficult to anticipate. New technologies, including distribution platforms and gaming devices, such as consoles, connected TVs or a combination of existing and new devices, may force us to adapt our current game development processes or adopt new processes. If consumers shift their time to platforms other than the mobile and social platforms where our games are currently distributed, the size of our audience could decline and our performance could be impacted. It may take significant time and resources to shift our focus to such technologies, platforms and devices, putting us at a competitive disadvantage. Alternatively, we may increase the resources employed in research and development in an attempt to accelerate our development to adapt to these new technologies, distribution platforms and devices, either to preserve our games or a game launch schedule or to keep up with our competition, which would increase our development expenses. We could also devote significant resources to updating developing games to work with such technologies, platforms or devices, and these new technologies, platforms or devices may not experience sustained, widespread consumer acceptance. The occurrence of any of these events could adversely affect the quality, timeliness and competitiveness of our games, or cause us to incur significantly increased costs, which could harm our operating results.

We rely on third-party platforms such as the Apple App Store, the Google Play Store, the Amazon Appstore and Facebook to distribute our games and collect revenue. If we are unable to maintain a good relationship with such platform providers, if their terms and conditions or pricing changed to our detriment, if we violate, or if a platform provider believes that we have violated, the terms and conditions of its platform, or if any of these platforms were unavailable for a prolonged period of time, our business will suffer.

We currently derive a majority of our revenue from distribution of our games on the Apple App Store, the Google Play Store, the Amazon Appstore and Facebook, and most of the virtual items we sell are

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purchased using the payments processing systems of these platform providers. These platforms also serve as significant online distribution platforms for our games. We are subject to their standard terms and conditions for application developers, which govern the promotion, distribution and operation of games and other applications on their platforms. In addition, if we violate, or if a platform provider believes that we have violated, its terms and conditions, the particular platform provider may discontinue or limit our access to that platform, which would harm our business. Our business would be harmed if they discontinue or limit our access to their platforms, if their platforms decline in popularity, if they modify their current discovery mechanisms, communication channels available to developers, respective terms of service or other policies, including fees, or change how the personal information of players is made available to developers or develop their own competitive offerings.

We also rely on the continued operation of third-party platforms such as the Apple App Store, the Google Play Store, Facebook, the Amazon Appstore and KakaoTalk. In the past, some of these platform providers have been unavailable for short periods of time or experienced issues with their in-app purchasing functionality. If either of these events recurs on a prolonged, or even short-term, basis or other similar issues arise that impact players’ ability to download our games, access social features or purchase virtual items, it would have a material adverse effect on our revenue, operating results and brand. Furthermore, any change or deterioration in our relationship with these platform providers could materially harm our business and likely cause our share price to decline.

In addition, we recently announced that our Candy Crush Saga game will be available in China through Tencent. We cannot assure you that this game will achieve comparable levels of success through this relationship as it has historically in other geographic regions.

Becoming a public company will increase our compliance costs significantly and require the expansion and enhancement of a variety of financial and management control systems and infrastructure and the hiring of significant additional qualified personnel.

Prior to our initial public offering, we have not been subject to the reporting requirements of the Exchange Act, or the other rules and regulations of the SEC, or any securities exchange relating to public companies. We are working with our legal, independent accounting and financial advisors to identify those areas in which changes should be made to our financial and management control systems to manage our growth and our obligations as a public company. These areas include financial planning and analysis, tax, corporate governance, accounting policies and procedures, internal controls, internal audit, disclosure controls and procedures and financial reporting and accounting systems. We have made, and will continue to make, significant changes in these and other areas. However, the expenses that will be required in order to adequately prepare for being a public company could be material. Compliance with the various reporting and other requirements applicable to public companies will also require considerable time and attention of management and will also require us to successfully hire and integrate a significant number of additional qualified personnel into our existing finance, legal, human resources and operations departments.

The loss of one or more of our key personnel, or our failure to attract and retain other highly qualified personnel in the future, could harm our business.

We currently depend on the continued services and performance of our key personnel, including Riccardo Zacconi, our Chief Executive Officer, and John Sebastian Knutsson, our Chief Creative Officer, and our other executive officers and senior development personnel. Although we have entered into employment agreements with Messrs. Zacconi and Knutsson, the agreements have no specific duration and these employees can terminate their employment at any time, subject to the agreed notice periods and post-termination restrictive covenants. In addition, our games are created, developed, enhanced and supported in our in-house game studios. The loss of key game studio personnel, including members of management as well as key engineering, game development, artists, product, marketing and sales personnel, could disrupt our current games, delay new game development, and decrease player retention, which would have an adverse effect on our business.

As we continue to grow, we cannot guarantee we will continue to attract the personnel we need to maintain our competitive position. In particular, we intend to hire a significant number of engineering, development, operations and design personnel in 2014, and we expect to face significant competition from other companies in

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hiring such personnel as well as recruiting well-qualified staff in multiple international jurisdictions. As we mature, the incentives to attract, retain and motivate our staff provided by our equity awards or by future arrangements, such as through cash bonuses, may not be as effective as in the past. If we do not succeed in attracting, hiring and integrating excellent personnel, or retaining and motivating existing personnel, we may be unable to grow effectively.

We currently operate in multiple jurisdictions and plan to continue expanding to jurisdictions where we have limited operating experience and may be subject to increased business and economic risks that could affect our financial results.

We plan to continue the expansion of our game offerings to various other jurisdictions, where we have limited or no experience in marketing, developing and deploying our games. For example, we intend to expand our operations in Asia, and some Asian markets have substantial legal and regulatory complexities. We are subject to a variety of risks inherent in doing business internationally, including:

• risks related to the legal and regulatory environment in non-U.S. jurisdictions, including with respect to privacy and data security, and unexpected changes in laws, regulatory requirements and enforcement;

• burdens of complying with a variety of foreign laws in multiple jurisdictions;

• potential damage to our brand and reputation due to compliance with local laws, including requirements to provide player information to local authorities;

• fluctuations in currency exchange rates;

• political, social or economic instability;

• the potential need to recruit and work through local partners;

• cultural differences which may affect market acceptance of our games;

• reduced protection for or increased violation of intellectual property rights in some countries;

• difficulties in managing global operations and legal compliance costs associated with multiple international locations;

• compliance with the U.K. Bribery Act, U.S. Foreign Corrupt Practices Act and similar laws in other jurisdictions;

• natural disasters, including earthquakes, tsunamis and floods;

• inadequate local infrastructure; and

• exposure to local banking, currency control and other financial-related risks.

If we are unable to manage our global operations successfully, our financial results could be adversely affected.

We are dependent on a small number of data center providers and any failure or significant interruption in our network could impact our operations and harm our business.

We host the backend systems that our games use from a primary data center located in Stockholm, Sweden. We have a back-up system also hosted at a separate data center in Stockholm, Sweden. We do not control the operation of these facilities. The owners of our data center facilities have no obligation to renew their agreements with us on commercially reasonable terms, or at all. If we are unable to renew these agreements on commercially reasonable terms, or if one of our data center operators is acquired, we may be required to transfer our servers and other infrastructure to new data center facilities, and we may incur significant costs and possible lengthy service interruptions in connection with doing so.

Problems faced by our third-party data center locations, with the telecommunications network providers with whom we or they contract, or with the systems by which our telecommunications providers allocate capacity

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among their customers, including us, could adversely affect the experience of our players. Our third-party data center operators could decide to close their facilities without adequate notice. Any financial difficulties, such as bankruptcy, faced by our third-party data centers operators or any of the service providers with which we or they contract may have negative effects on our business, the nature and extent of which are difficult to predict. Any changes in third-party service levels at our data centers or any errors, defects, disruptions, or other performance problems with our games could adversely affect our reputation and adversely affect the game playing experience. If a particular game is unavailable when players attempt to access it or navigation through a game is slower than they expect, players may stop playing the game and may be less likely to return to the game as often, if at all. Interruptions in our services might reduce our revenue, subject us to potential liability, or adversely affect our renewal rates.

To the extent that our disaster recovery systems are not adequate, or we do not effectively address capacity constraints, upgrade our systems as needed and continually develop our technology and network architecture to accommodate increasing traffic, our business and operating results may suffer. Our insurance may be insufficient to compensate us for any losses.

We will need to continue to expand and enhance our network infrastructure to accommodate the growth of our business.

We rely on our internal network infrastructure to manage our operations and to provide us with the data we need to analyze the performance of our business and to report our operational and financial performance accurately. With our recent growth, we have had to invest in expanding and enhancing our network systems and we plan to continue to invest in our network systems, which could involve additional purchases of computer hardware and software as well as the hiring of additional operations personnel. We may not be able to successfully install and implement any new computer hardware and software needed to enhance our operational systems and we may not be able to attract a sufficient number of additional qualified operations personnel. If we are unable to successfully expand and enhance our network infrastructure and operational systems, or experience difficulties in implementing such systems, our business could be harmed.

Catastrophic events may disrupt our business.

Our systems and operations are vulnerable to damage or interruption from fires, floods, power losses, telecommunications failures, cyber attacks, terrorist attacks, acts of war, human errors, break-ins and similar events. Additionally, we rely on our network, data centers and third-party infrastructure and enterprise applications, internal technology systems and our website for our development, marketing and operational support activities. In the event of a catastrophic event, we may be unable to continue our operations and may endure system interruptions, reputational harm, delays in our application development, lengthy interruptions in our services, breaches of data security and loss of critical data, all of which could have an adverse effect on our future operating results.

Unforeseen “bugs” or errors in our games could harm our brand, which could harm our operating results.

Our games have in the past contained and may in the future contain errors or “bugs” that are not detected until after they are broadly released. Any such errors could harm the overall game playing experience for our players, which could cause players to reduce their playing time or in game purchases, discontinue playing our games altogether, or not recommend our games. Such errors could also result in our games being non-compliant with applicable laws or create legal liability for us. Resolving such errors could also disrupt our operations, cause us to divert resources from other projects, or harm our operating results.

Security breaches could harm our business.

Security breaches have become more prevalent in the technology and gaming industries. We believe that we take reasonable steps to protect the security, integrity and confidentiality of the information we collect, use, store and disclose, but there is no guarantee that inadvertent (e.g., software bugs or other technical malfunctions, employee error or malfeasance, or other factors) or unauthorized data access or use will not occur despite our

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efforts. Although we have not experienced any material security breaches to date, we have in the past experienced and we may in the future experience attempts to disable our systems or to breach the security of our systems. Techniques used to obtain unauthorized access to personal information, confidential information and/or the systems on which such information are stored and/or to sabotage systems change frequently and generally are not recognized until launched against a target. As a result, we may be unable to anticipate these techniques or to implement adequate preventative measures.

If an actual or perceived security breach occurs, the market perception of our security measures could be harmed and we could lose sales and customers and/or suffer other negative consequences to our business. A security breach could adversely affect the game playing experience and cause the loss or corruption of data, which could harm our business, financial condition and operating results. Any failure to maintain the security of our infrastructure could result in loss of personal information and/or other confidential information, damage to our reputation and customer relationships, early termination of our contracts and other business losses, indemnification of our customers, financial penalties, litigation, regulatory investigations and other significant liabilities. In the event of a major third-party security incident, we may incur losses in excess of their insurance coverage. Further, certain incidents that we can experience may not be covered by the insurance that we carry.

Moreover, if a high profile security breach occurs with respect to us or another digital entertainment company, our customers and potential customers may lose trust in the security of our business model generally, which could adversely impact our ability to retain existing customers or attract new ones.

The laws and regulations concerning data privacy and data security are continually evolving; our or our platform providers’ actual or perceived failure to comply with these laws and regulations could harm our business.

Players can play our games online, using third-party platforms and networks and on mobile devices. We collect and store significant amounts of information about our players—both personally identifying and non-personally identifying information. We are subject to laws from a variety of jurisdictions regarding privacy and the protection of this player information. For example, the European Union (EU) has traditionally taken a broader view than the United States and certain other jurisdictions as to what is considered personal information and has imposed greater obligations under data privacy regulations. The U.S. Children’s Online Privacy Protection Act (COPPA) also regulates the collection, use and disclosure of personal information from children under 13 years of age. While none of our games are directed at children under 13 years of age, if COPPA were to apply to us, failure to comply with COPPA may increase our costs, subject us to expensive and distracting government investigations and could result in substantial fines.

Data privacy protection laws are rapidly changing and likely will continue to do so for the foreseeable future. The U.S. government, including the Federal Trade Commission and the Department of Commerce, is continuing to review the need for greater regulation over the collection of personal information and information about consumer behavior on the Internet and on mobile devices and the EU has proposed reforms to its existing data protection legal framework. Various government and consumer agencies worldwide have also called for new regulation and changes in industry practices. In addition, in some cases, we are dependent upon our platform providers to solicit, collect and provide us with information regarding our players that is necessary for compliance with these various types of regulations.

Player interaction with our games is subject to our privacy policy and terms of service. If we fail to comply with our posted privacy policy or terms of service or if we fail to comply with existing privacy-related or data protection laws and regulations, it could result in proceedings or litigation against us by governmental authorities or others, which could result in fines or judgments against us, damage our reputation, impact our financial condition and harm our business. If regulators, the media or consumers raise any concerns about our privacy and data protection or consumer protection practices, even if unfounded, this could also result in fines or judgments against us, damage our reputation, and negatively impact our financial condition and damage our business.

In the area of information security and data protection, many jurisdictions have passed laws requiring notification when there is a security breach for personal data or requiring the adoption of minimum information

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security standards that are often vaguely defined and difficult to implement. Our security measures and standards may not be sufficient to protect personal information and we cannot guarantee that our security measures will prevent security breaches. A security breach that compromises personal information could harm our reputation and result in a loss of player confidence in our products and ultimately in a loss of players, which could adversely affect our business and impact our financial condition. This could also subject us to liability under applicable security breach-related laws and regulations and could result in additional compliance costs, costs related to regulatory inquries and investigations, and an inability to conduct our business.

We are subject to the rules and regulations adopted by the payment card networks, such as Visa and MasterCard, and if we fail to adhere to their rules and regulations, we would be in breach of our contractual obligations to payment processors and merchant banks, which could subject us to damages and liability and could eventually prevent us from processing or accepting credit card payments.

The payment card networks, such as Visa and MasterCard, have adopted rules and regulations that apply to all merchants who process and accept credit cards for payment of goods and services. Parts of our business require us to comply with these rules and regulations as part of the contracts we enter into with payment processors and merchant banks. The rules and regulations adopted by the payment card networks include the Payment Card Industry Data Security Standards (PCI DSS). Under the PCI DSS, we are required to adopt and implement internal controls over the use, storage and security of payment card data to help prevent fraud. If we fail to comply with the rules and regulations adopted by the payment card networks, including the PCI DSS, we would be in breach of our contractual obligations to payment processors and merchant banks. Such failure to comply may subject us to fines, penalties, damages, higher transaction fees, civil liability and loss of certification and could eventually prevent us from processing or accepting debit and credit cards or could lead to a loss of payment processor partners. Further, there is no guarantee that even if we currently comply with the rules and regulations adopted by the payment card networks, we will be able to maintain our compliance. We also cannot guarantee that such compliance will prevent illegal or improper use of our payments systems or the theft, loss or misuse of the debit or credit card data of customers or participants or regulatory or criminal investigations. A failure to adequately control fraudulent credit card transactions would result in significantly higher credit card-related costs and any increases in our credit card and debit card fees could adversely affect our business, operating results and financial condition. Moreover, any such illegal or improper payments could harm our reputation and may result in a loss of service for our customers, which would adversely affect our business, operating results and financial condition.

Cheating programs or guides could affect the player experience and may lead players to stop purchasing virtual items.

Unrelated third parties have developed, and may continue to develop, “cheating” programs or guides that enable players to advance in our games, which could reduce the demand for virtual items. In addition, unrelated third parties could attempt to scam our players with fake offers for virtual items. In addition, vulnerabilities in the design of our applications and of the platforms upon which they run could be discovered after their release, which may result in lost revenue opportunities. This may lead to lost revenue from paying players or increased cost of developing technological measures to respond to these, either of which could harm our business.

If we fail to maintain our brand or further develop widespread brand awareness cost-effectively, our business may suffer.

We believe that developing and maintaining widespread awareness of our brand in a cost-effective manner is critical to achieving widespread acceptance of our games and attracting new players. Brand promotion activities may not generate consumer awareness or increase revenue, and even if they do, any increase in revenue may not offset the expenses we incur in building our brand. In addition, our brand can be harmed if we experience adverse publicity for our games for any reason, including due to “bugs,” outages, security breaches or violations of laws. If we fail to successfully promote and maintain our brand, or incur substantial expenses, we may fail to attract or retain customers necessary to realize a sufficient return on our brand-building efforts, or to achieve the widespread brand awareness that is critical for broad customer adoption of our applications.

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If we are unable to maintain and nurture our company culture, our business may be harmed.

We believe that building and maintaining a unique culture benefits our players and staff. As we transition to being a public company and continue staff headcount growth and expand our operations, it will be more challenging to maintain our company culture. If we fail to maintain our culture, we may not be able to recruit and retain talented staff that develop and support highly engaging games for our players and our business may be harmed.

Our business is subject to a variety of laws worldwide, many of which are untested and still developing and which could subject us to further regulation, claims or otherwise harm our business.

We are subject to a variety of laws in Europe, the United States and other non-U.S. jurisdictions, including laws regarding consumer protection (including with respect to the use of email, telephonic, text messaging and other forms of electronic marketing), intellectual property, virtual items and currency, export and national security, all of which are continuously evolving and developing. The scope and interpretation of the laws that are or may be applicable to us are often uncertain and may be conflicting, particularly laws outside the United States. It is also likely that as our business grows and evolves and our games are played in a greater number of countries, we will become subject to laws and regulations in additional jurisdictions. If we are not able to comply with these laws or regulations or if we become liable under these laws or regulations, we could be directly harmed, and we may be forced to implement new measures to reduce our exposure to this liability. This may require us to expend substantial resources or to modify our games, which would harm our business, financial condition and results of operations. In addition, the increased attention focused upon liability issues as a result of lawsuits and legislative proposals could harm our reputation or otherwise impact the growth of our business. Any costs incurred as a result of this potential liability could harm our business and operating results.

It is possible that a number of laws and regulations may be adopted or construed to apply to us in Ireland, the United States, Europe and elsewhere that could restrict the online and mobile industries, including player privacy, advertising, taxation, gaming, payments, copyright, distribution and antitrust, among others. Furthermore, the growth and development of electronic commerce and virtual items and currency may prompt calls for more stringent consumer protection laws that may impose additional burdens on or limitations on operations of companies such as ours conducting business through the Internet and mobile devices. For example, the EU has recently stated that it intends to meet with the industry and consumer-protection groups to discuss certain aspects of free-to-play games. We anticipate that scrutiny and regulation of our industry will increase, and we will be required to devote legal and other resources to addressing such regulation. For example, existing laws or new laws regarding the regulation of currency, banking institutions, unclaimed property and money laundering may be interpreted to cover virtual currency or goods, or laws regarding the regulation of gambling may be interpreted to encompass our games. We have structured and operate our skill tournaments with gambling laws in mind and believe that playing these games does not constitute gambling. However, our skill tournaments could in the future become subject to gambling-related rules and regulations and expose us to civil and criminal penalties. We also sometimes offer our players various types of contests and promotion opportunities. We are subject to laws in a number of jurisdictions concerning the operation and offering of such activities and games, many of which are still evolving and could be interpreted in ways that could harm our business. If these were to occur we might be required to seek licenses, authorizations or approvals from relevant regulators, the granting of which may be dependent on us meeting certain capital and other requirements and we may be subject to additional regulation and oversight, such as reporting to regulators, all of which could significantly increase our operating costs. Changes in current laws or regulations or the imposition of new laws and regulations in the United States, Europe or elsewhere regarding these activities may lessen the growth of casual game services and impair our business.

Changes in the tax treatment of companies engaged in Internet commerce may adversely affect the commercial use of our services and our financial results.

Due to the global nature of the Internet, it is possible that various states or countries might attempt to regulate our transmissions or levy sales, income, consumption, use or other taxes relating to our activities, or

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impose obligations on us to collect such taxes. Tax authorities in non-U.S. jurisdictions and at the U.S. federal, state and local levels are currently reviewing the appropriate treatment of companies engaged in Internet commerce such as the sale of virtual items and the provision of online services. The imposition of new or revised non-U.S. or U.S. federal, state or local tax laws or regulations may subject us or our players to additional sales, income, consumption, use or other taxes. We cannot predict the effect of current attempts to impose such taxes on commerce over the Internet. New or revised taxes and, in particular, sales, use or consumption taxes, the Value Added Tax and similar taxes would likely increase the cost of doing business online and decrease the attractiveness of selling virtual items over the Internet. New taxes could also create significant increases in internal costs necessary to capture data, and collect and remit taxes. Any of these events could have an adverse effect on our business and results of operations.

The intended tax benefits of our corporate structure and intercompany arrangements may not be realized, which could result in an increase to our worldwide effective tax rate and cause us to change the way we operate our business.

Our corporate structure and intercompany arrangements, including the manner in which we develop and use our intellectual property and the transfer pricing of our intercompany transactions, are intended to provide us worldwide tax efficiencies. The application of the tax laws of various jurisdictions to our international business activities is subject to interpretation and also depends on our ability to operate our business in a manner consistent with our corporate structure and intercompany arrangements. The taxing authorities of the jurisdictions in which we operate may challenge our methodologies for valuing developed technology or intercompany arrangements, including our transfer pricing, or determine that the manner in which we operate our business does not achieve the intended tax consequences, which could increase our worldwide effective tax rate and adversely affect our financial position and results of operations.

A certain degree of judgment is required in evaluating our tax positions and determining our provision for income taxes. In the ordinary course of business, there are many transactions and calculations for which the ultimate tax determination is uncertain. For example, our effective tax rates could be adversely affected by earnings being lower than anticipated in countries where we have lower statutory rates and higher than anticipated in countries where we have higher statutory rates, by changes in foreign currency exchange rates or by changes in the relevant tax, accounting and other laws, regulations, principles and interpretations. As we operate in numerous taxing jurisdictions, the application of tax laws can be subject to diverging and sometimes conflicting interpretations by tax authorities of these jurisdictions. It is not uncommon for taxing authorities in different countries to have conflicting views, for instance, with respect to, among other things, the manner in which the arm’s length standard is applied for transfer pricing purposes, or with respect to the valuation of intellectual property. In addition, tax laws are dynamic and subject to change as new laws are passed and new interpretations of the law are issued or applied. As a result, our tax positions could be challenged and our income tax expenses could increase in the future.

For instance, if tax authorities in any of the countries in which we operate were to successfully challenge our transfer prices, they could require us to reallocate our income to reflect transfer pricing adjustments, which could result in an increased tax liability to us. In addition, if the country from which the income was reallocated did not agree with the reallocation asserted by the first country, we could become subject to tax on the same income in both countries, resulting in double taxation. If tax authorities were to allocate income to a higher tax jurisdiction, subject our income to double taxation or assess interest and penalties, it could increase our tax liability, which could adversely affect our financial position and results of operations.

Failure to protect or enforce our intellectual property rights or the costs involved in such enforcement could harm our business and operating results.

We regard the protection of our trade secrets, copyrights, trademarks, domain names and other intellectual property rights as critical to our success and we rely on trademark and patent law, trade secret protection, copyright law and confidentiality and license agreements to protect our proprietary rights.

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We pursue the registration of our domain names, trademarks and service marks in Europe, the United States and in certain additional jurisdictions. We are seeking to protect our trademarks, patents and domain names in an increasing number of jurisdictions, a process that is expensive and time-consuming and may not be successful or which we may not pursue in every location. We may, over time, increase our investment in protecting our innovations through increased patent filings that are expensive and time-consuming and may not result in issued patents that can be effectively enforced.

We enter into confidentiality and invention assignment agreements with our employees and contractors and confidentiality agreements with parties with whom we conduct business in order to confirm our ownership of intellectual property and to limit access to, and disclosure and use of, our proprietary information. However, these contractual arrangements and the other steps we have taken to protect our intellectual property may not prevent the misappropriation of our proprietary information or deter independent development of similar technologies by others. Further, our corporate structure includes several different subsidiaries in many countries, which increases our burden with respect to policing our employees’ compliance with their confidentiality obligations. Finally, in some instances we may be required to obtain licenses to intellectual property in lieu of ownership. Such licenses may be limited in scope and require us to renegotiate on a frequent basis for additional use rights. Moreover, to the extent we only have a license to any intellectual property used in any of our games, there may be no guarantee of continued access to such intellectual property, including on commercially reasonable terms.

Despite our efforts to protect our intellectual property rights, unauthorized parties may attempt to copy or otherwise to obtain and use our technology and games. For example, some companies have released games that are very similar to other successful games in an effort to confuse the market and divert players from their competitor’s games to their copycat games. To the extent that these tactics are employed with respect to any of our games, it could reduce our revenue that we generate from these games. Monitoring unauthorized use of our games is difficult and costly, and we cannot be certain that the steps we have taken will prevent piracy and other unauthorized distribution and use of our technology and games, particularly in certain non-U.S. jurisdictions, such as certain Asian jurisdictions, where the laws may not protect our intellectual property rights as fully as in Europe and the United States. To the extent we expand our activities worldwide, our exposure to unauthorized copying and use of our games and proprietary information may increase. In the future, litigation may be necessary to enforce our intellectual property rights, protect our trade secrets to determine the validity and scope of proprietary rights claimed by others or to defend against claims of infringement or invalidity. Any litigation of this nature, regardless of outcome or merit, could result in substantial costs, adverse publicity or diversion of management and technical resources, any of which could adversely affect our business and operating results. If we fail to maintain, protect and enhance our intellectual property rights, our business and operating results may be harmed.

There can be no assurance that our means of protecting our proprietary rights will be adequate or that our competitors will not independently develop similar technology or games. Furthermore, our efforts to enforce our intellectual property rights may be met with defenses, counterclaims and countersuits attacking the validity and enforceability of our intellectual property rights. These steps may be inadequate to protect our intellectual property. We will not be able to protect our intellectual property if we are unable to enforce our rights or if we do not detect unauthorized use of our intellectual property.

We could be required to cease certain activities and/or incur substantial costs as a result of any claim of infringement of another party’s intellectual property rights.

Some of our competitors may own technology patents, copyrights, trademarks, trade secrets and website content, which they may use to assert claims against us. In recent years, there has been significant litigation in the United States involving patents and other intellectual property rights. Companies in the Internet and technology industries are increasingly bringing and becoming subject to suits alleging infringement of proprietary rights. As we face increasing competition and as litigation becomes a more common way to resolve disputes, we face a higher risk of being the subject of intellectual property infringement claims. Although we have not been subject to successful claims or lawsuits against us in the past, we cannot assure you that we will not become in the

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future, subject to claims that we have misappropriated or misused other parties’ intellectual property rights. If we are sued by a third party that claims that our technology infringes its rights, the litigation (with or without merit) could be expensive and could divert our management resources.

The results of any intellectual property litigation to which we might become a party may require us to do one or more of the following:

• cease making, selling, offering for sale or using technologies that incorporate the challenged intellectual property;

• make substantial payments for legal fees, settlement payments or other costs or damages;

• obtain a license, which may not be available on reasonable terms, to sell or use the relevant technology; or

• redesign technology to avoid infringement.

If we are required to make substantial payments or undertake any of the other actions noted above as a result of any intellectual property infringement claims against us, such payments or costs could have a material adverse effect upon our business and financial results.

We use open source software in our games that may subject our software code to general release or require us to re-engineer such code, which may cause harm to our business.

We use open source software in our game development. Some open source software licenses require developers who distribute open source software as part of their software to publicly disclose all or part of the source code to such software or make available any derivative works of the open source code on unfavorable terms or at no cost. The terms of various open source licenses have not been interpreted by courts, and there is a risk that such licenses could be construed in a manner that imposes unanticipated conditions or restrictions on our ability to market our games. While we monitor our use of open source software and try to ensure that none is used in a manner that would require us to disclose our source code or that would otherwise breach the terms of an open source agreement, such use could inadvertently occur and we may be required to release our proprietary source code, pay damages for breach of contract, re-engineer our games, discontinue distribution in the event re-engineering cannot be accomplished on a timely basis or take other remedial action that may divert resources away from our game development efforts, any of which could harm our reputation, result in player losses, increase our costs or otherwise adversely affect our business and operating results.

Risks Related to Investing in a Foreign Private Issuer or an Irish Company

As a foreign private issuer, we are permitted to follow certain home country corporate governance practices in lieu of certain requirements under the New York Stock Exchange listing standards. This may afford less protection to holders of our ordinary shares than U.S. regulations.

As a foreign private issuer whose ordinary shares are listed on the New York Stock Exchange, we are permitted to follow certain home country corporate governance practices in lieu of certain requirements under the New York Stock Exchange listing standards. A foreign private issuer must disclose in its annual reports filed with the SEC each requirement under the New York Stock Exchange listing standards with which it does not comply, followed by a description of its applicable home country practice. Our home country practices in Ireland may afford less protection to holders of our ordinary shares. For example, under Irish law, there is no general statutory requirement for equity compensation plans to be approved by way of shareholder resolution, which is different than the requirements of the New York Stock Exchange listing standards. As such, while we may choose to seek shareholder approval for any equity compensation plans, we do not intend to adopt any requirements for shareholder approval of such plans in our amended and restated memorandum and articles of association. We may rely on exemptions available under the New York Stock Exchange listing standards to a foreign private issuer and follow our home country practices in the future, and as a result, you may not be provided with the benefits of certain corporate governance requirements of the New York Stock Exchange listing standards.

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We are a foreign private issuer and, as a result, we will not be subject to U.S. proxy rules and will be subject to Exchange Act reporting obligations that, to some extent, are more lenient and less detailed than those of a U.S. issuer.

We report under the Exchange Act, as a foreign private issuer. Because we qualify as a foreign private issuer under the Exchange Act, we are exempt from certain provisions of the Exchange Act that are applicable to U.S. public companies, including: the sections of the Exchange Act regulating the solicitation of proxies, consents or authorizations in respect of a security registered under the Exchange Act; the sections of the Exchange Act requiring insiders to file public reports of their share ownership and trading activities and liability for insiders who profit from trades made in a short period of time; and the rules under the Exchange Act requiring the filing with the SEC of quarterly reports on Form 10-Q containing unaudited financial and other specified information, or current reports on Form 8-K, upon the occurrence of specified significant events. In addition, we are not required to provide as detailed disclosure as a U.S. registrant, particularly in the area of executive compensation. It is possible that some investors may not be as interested in investing in our ordinary shares as the securities of a U.S. registrant that is required to provide more frequent and detailed disclosure in certain areas, which could adversely affect our share price.

We may lose our foreign private issuer status, which would then require us to comply with the Exchange Act’s domestic reporting regime and cause us to incur additional legal, accounting and other expenses.

In order to maintain our current status as a foreign private issuer, either (1) a majority of our ordinary shares must be either directly or indirectly owned of record by non-residents of the United States or (2) (a) a majority of our executive officers or directors must not be U.S. citizens or residents, (b) more than 50 percent of our assets cannot be located in the United States and (c) our business must be administered principally outside the United States. If we lost this status, we would be required to comply with the Exchange Act reporting and other requirements applicable to U.S. domestic issuers, which are more detailed and extensive than the requirements for foreign private issuers. We may also be required to make changes in our corporate governance practices in accordance with various SEC rules and the New York Stock Exchange listing standards. The regulatory and compliance costs to us under U.S. securities laws if we are required to comply with the reporting requirements applicable to a U.S. domestic issuer may be higher than the cost we would incur as a foreign private issuer. As a result, we expect that a loss of foreign private issuer status would increase our legal and financial compliance costs. We also expect that if we were required to comply with the rules and regulations applicable to U.S. domestic issuers, it would make it more difficult and expensive for us to obtain director and officer liability insurance. These rules and regulations could also make it more difficult for us to attract and retain qualified members of our board of directors.

Judgments of U.S. courts may be difficult to enforce in Ireland.

It may not be possible to enforce court judgments obtained in the United States against us in Ireland based on the civil liability provisions of the U.S. federal or state securities laws. In addition, there is some uncertainty as to whether the courts of Ireland would recognize or enforce judgments of U.S. courts obtained against us or our directors or officers based on the civil liabilities provisions of the U.S. federal or state securities laws or hear actions against us or those persons based on those laws. We have been advised that the United States currently does not have a treaty with Ireland providing for the reciprocal recognition and enforcement of judgments in civil and commercial matters. Therefore, a final judgment for the payment of money rendered by any U.S. federal or state court based on civil liability, whether or not based solely on U.S. federal or state securities laws, would not automatically be enforceable in Ireland.

Summary judgment against us or our directors or officers, as the case may be, may be granted by the Irish court without requiring the issues in the U.S. litigation to be reopened on the basis that those matters have already been decided by the U.S. court provided that the Irish court is satisfied that:

• the judgment is final and conclusive;

• the U.S. court had jurisdiction to determine the claim(s) (which is a matter of Irish law);

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• the U.S. judgment is not impeachable for fraud and is not contrary to Irish rules of natural or substantial justice;

• the enforcement of the judgment will not be contrary to public policy or statute in Ireland;

• the judgment is for a definite sum of money;

• the Irish proceedings were commenced within the relevant limitation period;

• the judgment is not directly or indirectly for the payment of taxes or other charges of a like nature or a fine or other penalty (for example, punitive or exemplary damages);

• the judgment remains valid and enforceable in the court in which it was obtained unless and until it is set aside; and

• before the date on which the U.S. court gave judgment, the issues in question had not been the subject of a final judgment of an Irish court or of a court of another jurisdiction whose judgment is enforceable in Ireland.

Irish Law may afford less protection to holders of our securities.

As an Irish company, we are governed by the Irish Companies Acts 1963-2013 (Irish Companies Acts), which differ in some material respects from laws generally applicable to U.S. corporations and shareholders, including, among others, differences relating to interested director and officer transactions and shareholder lawsuits. Likewise, the duties of directors and officers of an Irish company generally are owed to the company only. Shareholders of Irish companies generally do not have a personal right of action against directors or other officers of the company and may exercise such rights of action on behalf of the company only in limited circumstances. The rights of shareholders to bring proceedings against us or against our directors or officers in relation to public statements are more limited under Irish law than the civil liability provisions of the U.S. securities laws. You should also be aware that Irish law does not allow for any form of legal proceedings directly equivalent to the class action available in U.S. courts. Accordingly, holders of our ordinary shares may have more difficulty protecting their interests than would holders of shares of a corporation incorporated in a jurisdiction of the United States.

Our board of directors may be limited by the Irish Takeover Rules in its ability to defend an unsolicited takeover attempt.

Following the listing of our ordinary shares on the New York Stock Exchange, we are subject to the Irish Takeover Panel Act, 1997, Irish Takeover Rules 2013 (Irish Takeover Rules), under which we will not be permitted to take certain actions that might “frustrate” an offer for our ordinary shares once our board of directors has received an offer, or has reason to believe an offer is or may be imminent, without the approval of more than 50% of shareholders entitled to vote at a general meeting of our shareholders or the consent of the Irish Takeover Panel. This could limit the ability of our board of directors to take defensive actions even if it believes that such defensive actions would be in our best interests or the best interests of our shareholders.

The operation of the Irish Takeover Rules may affect the ability of certain parties to acquire our ordinary shares.

Under the Irish Takeover Rules if an acquisition of ordinary shares were to increase the aggregate holding of the acquirer and its concert parties to ordinary shares that represent 30% or more of the voting rights of the company, the acquirer and, in certain circumstances, its concert parties would be required (except with the consent of the Irish Takeover Panel) to make an offer for the outstanding ordinary shares at a price not less than the highest price paid for the ordinary shares by the acquirer or its concert parties during the previous 12 months. This requirement would also be triggered by an acquisition of ordinary shares by a person holding (together with its concert parties) ordinary shares that represent between 30% and 50% of the voting rights in the company if the effect of such acquisition were to increase that person’s percentage of the voting rights by 0.05% within a 12 month period. Following the listing of our ordinary shares on the New York Stock Exchange, under the Irish Takeover Rules, certain separate concert parties (including, among others, our shareholder Apax WW Nominees Ltd. and its affiliates and all of the members of our board of directors) will be presumed to be acting in concert.

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The application of these presumptions may result in restrictions upon the ability of any of the concert parties and/or members of our board of directors to acquire more of our securities, including under the terms of any executive incentive arrangements. Following the listing of our ordinary shares on the New York Stock Exchange, we may consult with the Irish Takeover Panel with respect to the application of this presumption and the restrictions on the ability to acquire further securities although, we are unable to provide any assurance as to whether the Irish Takeover Panel will overrule this presumption.

The rights of our shareholders may differ from the rights typically offered to shareholders of a U.S. corporation and these differences may make our ordinary shares less attractive to investors.

We are incorporated under Irish law and, therefore, certain of the rights of holders of our shares are governed by Irish law, including the provisions of the Irish Companies Acts, and by our memorandum and articles of association. These rights differ in certain respects from the rights of shareholders in typical U.S. corporations and these differences may make our ordinary shares less attractive to investors. The principal differences include the following:

• under Irish law, dividends may only be declared by us if we have, on an individual entity basis, profits available for distribution, within the meaning of the Irish Companies Acts;

• under Irish law, each shareholder present at a meeting has only one vote unless a poll is called, in which case each shareholder gets one vote per share owned;

• under Irish law, unless disapplied in accordance with Irish law in the articles of association of a company or a special resolution of the shareholders, each shareholder generally has preemptive rights to subscribe on a proportionate basis to any issuance of shares, whereas under typical U.S. state law, shareholders generally do not have preemptive rights unless specifically granted in the certificate of incorporation or otherwise;

• under Irish law, certain matters require the approval of 75% of the votes cast at a general meeting of our shareholders, including amendments to our articles of association, which may make it more difficult for us to complete corporate transactions deemed advisable by our board of directors. Under U.S. state law, generally only majority shareholder approval is required to amend the certificate of incorporation or to approve other significant transactions;

• under Irish law, a bidder seeking to acquire us would need, on a tender offer, to receive shareholder acceptance in respect of 80% of our outstanding shares. If this 80% threshold is not achieved in the offer, under Irish law, the bidder cannot complete a “second step merger” to obtain 100% control of us. Accordingly, a tender of 80% of our outstanding ordinary shares will likely be a condition to a tender offer to acquire us, not more than 50% as is becoming more common in tender offers for corporations organized under U.S. state law; and

• under Irish law, shareholders may be required to disclose information regarding their equity interests upon our request, and the failure to provide the required information could result in the loss or restriction of rights attaching to the shares, including prohibitions on the transfer of the shares, as well as restrictions on voting, dividends and other payments.

Following the completion of the transaction, a future transfer of your ordinary shares, other than one effected by means of the transfer of book-entry interests in the Depository Trust Company, may be subject to Irish stamp duty.

Transfers of ordinary shares effected by means of the transfer of book-entry interests in the Depository Trust Company (DTC) will not be subject to Irish stamp duty. It is anticipated that the majority of our shares will be traded through DTC by brokers who hold such shares on behalf of customers. The exemption for transfers of

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book-entry interests in DTC is available because our shares will be traded on a recognized stock exchange in the United States. However, if you hold ordinary shares directly rather than beneficially through DTC (or through a broker that holds your ordinary shares through DTC), any transfer of your ordinary shares could be subject to Irish stamp duty (currently at the rate of 1% of the higher of the price paid or the market value of the ordinary shares acquired, which must be paid prior to the registration of the transfer on our official Irish share register). Payment of Irish stamp duty is generally a legal obligation of the transferee. The potential for stamp duty to arise could adversely affect the price of our ordinary shares.

U.S. holders of our shares could be subject to material adverse tax consequences if we are considered a “passive foreign investment company” for U.S. federal income tax purposes.

We do not believe that we are a passive foreign investment company, and we do not expect to become a passive foreign investment company. However, our status in any taxable year will depend on our assets, income and activities in each year, and because this is a factual determination made annually after the end of each taxable year, there can be no assurance that we will not be considered a passive foreign investment company for the current taxable year or any future taxable years. If we were a passive foreign investment company for any taxable year while a taxable U.S. holder held our shares, such U.S. holder would generally be taxed at ordinary income rates on any sale of our shares and on any dividends treated as “excess distributions.” An interest charge also generally would apply based on any taxation deferred during such U.S. holder’s holding period in the shares.

Risks Related to Ownership of Ordinary Shares

In the future, our ability to raise additional capital to expand our operations and invest in our business may be limited, and our failure to raise additional capital, if required, could impair our business.

While we currently anticipate that our available funds will be sufficient to meet our cash needs for at least the next 12 months and beyond, we may need or elect to seek, additional financing at any time. Our ability to obtain financing will depend on, among other things, our development efforts, business plans, operating performance and condition of the capital markets at the time we seek financing. If we need or elect to raise additional funds, we may not be able to obtain additional debt or equity financing on favorable terms, if at all. If we raise additional equity financing, our shareholders may experience significant dilution of their ownership interests and the per share value of our ordinary shares could decline. If we engage in additional debt financing, we may be required to accept terms that further restrict our ability to incur additional indebtedness and force us to maintain specified liquidity or other ratios and limit the operating flexibility of our business. If we need additional capital and cannot raise it on acceptable terms, we may not be able to, among other things:

• develop or enhance our games;

• continue to expand our development, sales and marketing teams;

• acquire complementary technologies, products or businesses;

• expand our global operations;

• hire, train and retain employees;

• respond to competitive pressures or unanticipated working capital requirements; or

• continue our operations.

Our share price may be volatile, and the market price of our ordinary shares may decline.

Market prices for securities of newly-public companies have historically been particularly volatile in response to various factors, some of which are beyond our control. Some of the factors that may cause the market price for our ordinary shares to fluctuate include:

• fluctuations in our quarterly financial results or the quarterly financial results of companies perceived to be similar to us;

• actual or anticipated fluctuations in our key operating metrics, financial condition and operating results;

• loss of existing players due to declining popularity of existing games or lack of new highly successful games;

• actual or anticipated changes in our growth rate;

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• competitors developing more compelling games attracting our players;

• our announcement of actual results for a fiscal period that are lower than projected or expected or our announcement of revenue or earnings guidance that is lower than expected;

• changes in estimates of our financial results or recommendations by securities analysts;

• the loss of, or changes to, one of our other distribution platforms;

• changes in market valuations of similar companies;

• success of competitive games or products;

• changes in our capital structure, such as future issuances of securities or the incurrence of debt;

• announcements by us or our competitors of significant products or services, contracts, acquisitions or strategic alliances;

• regulatory developments in Europe, the United States or other countries;

• actual or threatened litigation involving us or our industry;

• additions or departures of key personnel;

• general trends in the gaming industry as a whole;

• share price and volume fluctuations attributable to inconsistent trading volume levels of our shares;

• further issuances of ordinary shares by us;

• sales of ordinary shares by our shareholders;

• repurchases of ordinary shares; and

• changes in general economic, industry and market conditions.

In addition, the stock market in general, and the market for technology companies in particular, has experienced extreme price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of those companies You may not realize any return on your investment in us and may lose some or all of your investment. Securities class action litigation has often been instituted against companies following periods of volatility in the overall market and in the market price of a company’s securities. This litigation, if instituted against us, could result in very substantial costs, divert our management’s attention and resources, and harm our business, operating results and financial condition. In addition, recent fluctuations in the financial and capital markets have resulted in volatility in securities prices.

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A significant portion of our total outstanding shares may be sold into the public market in the near future, which could cause the market price of our ordinary shares to drop significantly, even if our business is doing well.

The price of our ordinary shares could decline if there are substantial sales of our ordinary shares, particularly sales by our directors, executive officers and significant shareholders, or if there is a large number of shares of our ordinary shares available for sale. All of the ordinary shares sold in our initial public offering are available for sale in the public market. Substantially all of our remaining outstanding ordinary shares are currently restricted from resale as a result of market standoff and “lock-up” agreements, as more fully described in “Shares Eligible for Future Sale.” These shares will become available to be sold from September 22, 2014. Shares held by directors, executive officers and other affiliates will be subject to volume limitations under Rule 144 under the Securities Act of 1933, as amended, and various vesting restrictions.

Following the expiration of this lock-up period, certain of our shareholders will have rights, subject to some conditions, to require us to file registration statements covering their shares to include their shares in registration statements that we may file for ourselves or our shareholders. All of these shares are subject to market standoff or lock-up agreements restricting their sale until September 22, 2014. We also have registered the ordinary shares that we have issued and may issue under our employee equity incentive plans and they will be able to be sold freely in the public market upon issuance subject to the shareholder completing the applicable vesting period in the case of some shares issued under our existing share incentive arrangements, and subject to existing market standoff or lock-up agreements.

J.P. Morgan Securities LLC and Credit Suisse Securities (USA) LLC may, at their discretion, permit our shareholders to sell shares prior to the expiration of the restrictive provisions contained in those lock-up agreements.

The market price of our ordinary shares could decline as a result of the sale of a substantial number of ordinary shares in the public market or the perception in the market that the holders of a large number of shares intend to sell their shares.

There has only recently been a public market for our ordinary shares, and an active trading market may not develop.

There has only recently been a public market for our ordinary shares. An active trading market may not be sustained . The lack of an active market may impair your ability to sell your shares at the time you wish to sell them or at a price that you consider reasonable. The lack of an active market may also reduce the fair market value of your shares. An inactive market may also impair our ability to raise capital by selling shares of share capital and may impair our ability to acquire other companies by using our ordinary shares as consideration.

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If securities or industry analysts do not publish or cease publishing research or reports about us, our business, or our market, or if they change their recommendations regarding our ordinary shares adversely, our share price and/or trading volume could decline.

The trading market for our ordinary shares will be influenced by the research and reports that industry or securities analysts may publish about us, our business, our market or our competitors. Securities and industry analysts do not currently, and may never, publish research on us. If any of the analysts who may cover us adversely change their recommendation regarding our shares, or provide more favorable relative recommendations about our competitors, our share price would likely decline. If any of the analysts who may cover us were to cease coverage or fail to regularly publish reports on us, we could lose visibility in the financial markets, which in turn could cause our share price or trading volume to decline.

Our directors, executive officers and certain holders of more than 5% of our ordinary shares together with their affiliates, will continue to have substantial control over us after this offering which could delay or prevent a change in corporate control.

As of March 31, 2014, our directors, executive officers and holders of more than 5% of our ordinary shares prior to this offering, together with their affiliates, continue to beneficially own a large majority of our outstanding ordinary shares. As a result, these shareholders, acting together, may have the ability to control the outcome of matters submitted to our shareholders for approval, including the election of directors and any sale, merger or consolidation. In addition, these shareholders, acting together, may have the ability to control or influence the management of our affairs. These holders may have interests, with respect to their shares, that are different from other investors the concentration of voting power among these holders may have an adverse effect on our share price.

We may not pay dividends on our ordinary shares in the future and, consequently, your ability to achieve a return on your investment will depend on appreciation in the price of our ordinary shares.

We may not pay any cash dividends on our ordinary shares in the future. As a matter of Irish law, we can only pay dividends to the extent that we have distributable reserves and, in the case of cash dividends, cash resources available for this purpose. Any future determination to declare cash dividends will be made at the discretion of our board of directors. In the short term, the distributable reserves will depend on the Irish High Court approval of our resolution to cancel our share premium account (and it is expected that such a cancellation will convert our entire current share premium account that arises from the share-for-share exchange into distributable profits). The ability to pay cash dividends will depend on the extent of any profits available for distribution, subject to compliance with applicable laws, including the Irish Companies Acts which require Irish companies to have profits available for distribution before they can pay dividends, and covenants under our current or any future credit facilities, which may restrict or limit our ability to pay dividends and will depend on our financial condition, operating results, capital requirements, general business conditions and other factors that our board of directors may deem relevant. More specifically, our current credit facility contains restrictions on our ability to pay cash dividends. As a result, a return on your investment may only occur if our share price appreciates.

We will seek Irish High Court approval of the creation of distributable reserves. While we expect to receive this approval, it is not guaranteed.

Under Irish law, dividends may only be paid, and share repurchases and redemptions must generally be funded, out of distributable reserves, which we do not have as of March 31, 2014. The creation of our distributable reserves requires Irish High Court approval, which we expect to receive in the second half of 2014. While we are not currently aware of any reason why the Irish High Court would not approve the creation of our distributable reserves, this matter is solely within the discretion of the Irish High Court. In the event that our distributable reserves are not created, no distributions by way of dividends, share repurchases, redemptions or otherwise will be permitted under Irish law until such time as the group has created sufficient distributable reserves from its trading activities.

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Our existing shareholders may be entitled to pre-emptive rights under Irish law, which could limit our ability to raise funds through future issuances of our ordinary shares.

Subject to specified exceptions, including the opt-out described in our articles of association, Irish law grants statutory pre-emptive rights to existing shareholders to subscribe for new issuances of shares in exchange for cash. The opt-out described in our articles of association must be renewed every five years by a resolution approved by not less than 75% of the votes cast by our shareholders at a general meeting. We expect that we will seek renewal of the opt-out at an annual general meeting within five years. However, we cannot guarantee that the pre-emptive rights opt-out will always be approved. If this opt-out is not renewed, it can make any future equity fundraising more cumbersome, costly and time consuming.

We currently report our financial results under IFRS, which differs in certain significant respect from U.S. GAAP.

Currently we report our financial statements under IFRS. There have been and there may in the future be certain significant differences between IFRS and U.S. GAAP, including differences related to revenue recognition, share-based compensation expense, income tax and earnings per share. As a result, our financial information and reported earnings for historical or future periods could be significantly different if they were prepared in accordance with U.S. GAAP. In addition, we do not intend to provide a reconciliation between IFRS and U.S. GAAP unless it is required under applicable law. As a result, you may not be able to meaningfully compare our financial statements under IFRS with those companies that prepare financial statements under U.S. GAAP.

In certain limited circumstances, dividends paid by us may be subject to Irish dividend withholding tax.

In certain limited circumstances, dividend withholding tax (DWT), which is currently at a rate of 20%, may arise in respect of dividends, if any, paid on our ordinary shares. A number of exemptions from DWT exist such that certain shareholders resident in the United States and shareholders resident in certain other countries (the “relevant territories”) may be entitled to exemptions from DWT.

Shareholders resident in the United States that hold their shares through DTC will not be subject to DWT provided the addresses of the beneficial owners is recorded as being within the United States in the particular broker’s records (and such brokers have further transmitted the relevant information to a qualifying intermediary appointed by us).

Dividends paid in respect of shares in an Irish resident company that are owned by (1) residents of the United States and held outside of DTC and (2) shareholders resident in “relevant territories” will not be subject to DWT provided that the shareholder has completed the relevant Irish DWT declaration form and this declaration form remains valid. Such shareholders must provide the relevant Irish DWT declaration form to our transfer agent at least seven business days before the record date for the first dividend payment to which they are entitled. However, other shareholders may be subject to DWT, which could adversely affect the price of your shares.

Dividends received by Irish residents and certain other shareholders may be subject to Irish income tax.

A shareholder who is not resident or ordinarily resident for tax purposes in Ireland and who is entitled to an exemption from DWT generally has no liability for Irish income tax or income charges on a dividend from an

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Irish resident company unless that shareholder holds the shares through a branch or agency that carries on a trade in Ireland. A shareholder who is not resident or ordinarily resident for tax purposes in Ireland and who is not entitled to an exemption from DWT generally has no additional liability for Irish income tax or income charges unless that shareholder holds the shares through a branch or agency which carries on a trade in Ireland. A shareholder’s liability for Irish income tax is effectively limited to the amount of DWT already deducted by the company.

Irish resident or ordinarily resident individual shareholders may be subject to Irish income tax and income charges such as pay related social insurance (PRSI) and the Universal Social Charge (USC) on dividends received from us. Such shareholders should consult their own tax advisor. Irish resident corporate shareholders should not be subject to tax on dividends from us on the basis that the dividend is not in respect of preference shares.

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