Proxy Materials

2024 Annual Meeting of Stockholders

June 21, 2024 at 8:00 AM PDT

The 2024 Annual Meeting of Stockholders (the "Annual Meeting) of PlayAGS, Inc., a Nevada Corporation (the “Company”). The Annual Meeting of Stockholders will be held on Friday, June 21, 2024 at 8:00 a.m., pacific time virtually via internet webcast for the following purposes:

  1. To elect Yvette Landau and Geoff Freeman to the Board of Directors of the Company (the “Board of Directors”) as Class I directors for a term of three years expiring at the Annual Meeting of Stockholders to be held in 2027;
  2. To conduct an advisory vote to approve the compensation of the Company’s named executive officers;
  3. To ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024; and
  4. To transact such other business as may properly come before the Annual Meeting of Stockholders, or any postponement or adjournment thereof.

Holders of the Company’s common stock, par value $0.01 per share, of record at the close of business on April 26, 2024 are entitled to notice of, and to vote at, the Annual Meeting of Stockholders or any postponements or adjournments thereof.

We will furnish proxy materials to our stockholders via the Internet in order to expedite stockholders’ receipt of proxy materials while lowering the cost of delivery and reducing the environmental impact of our Annual Meeting of Stockholders.

Accordingly, we are mailing to our stockholders of record and beneficial owners a Notice of Internet Availability of Proxy Materials, which provides instructions on how to access the attached proxy statement and our annual report to stockholders for the fiscal year ended December 31, 2023 via the Internet and how to vote online. The Notice of Internet Availability of Proxy Materials also contains instructions on how to obtain the proxy materials in printed form.

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