[PPT] - In Investor Pack August 2018 Contents Business Overview PowerPoint Presentation

SLIDE 1

In Investor Pack

August 2018

SLIDE 2

2

Business Overview
Appendix
2018 Trading Update
Historic Proforma Numbers
Other – Regulatory / Capital Structure / Geographic split

Contents

SLIDE 3

Business Overview

SLIDE 4

4

GVC Busin iness Overview

 Languages  Shops across UK  Offices across five continents  Licenses

17 17 21 21 3,5 ,500 22 22 >20 >20

 GVC revenues processed derived through own

platform

>95 >95%

Source: 2016 annual report, as at 31 Dec 2016. GVC combined Prospectus and Class 1 circular dated 9 February 2018.

Bu Busi siness ss high ghligh ghts Gl Globa bal pr presen esence Yes (Transitional) Yes Yes (Application) Office Locations Bu Busi siness ss over vervi view ew

 GVC is a global, multi-channel sports betting led gaming

company

 Diversified geographic footprint and product mix  Operates B2C sports brands (bwin, Ladbrokes, Coral,

Sportingbet, Eurobet) and games brands (partypoker, PartyCasino, Galabingo, Gioco Digitale)

 Scalable and proven proprietary platform also supports B2B

ffering

 Acquired bwin.party in 2016 with a synergy target of €125m

and Ladbrokes Coral in 2018 with a synergy target of £130m

Licen ensed ed juri risd sdictions

 Major established B2C gaming brands

SLIDE 5

5

GVC Busin iness Overview

Ex Experienced managemen ent team with a track record of successful acquisitions Opportunities for cost and revenue syne nergies Stro trong brand por

rtf

tfolio

and opportunity to leverage mult

ulti-chann nnel Market leading tech echnol

logy and product

t deve velopment Geo eographic dive versification

n with over 90% of revenue from regulated and/or taxed markets

Significant t scale as the largest listed online-led betting and gaming operator by revenue

1 2 3 4 5 6

Well positioned to enter ne new markets in a consolidating industry

7

Acqu quisition of

f Ladbrokes

es Cor Coral creates an n en enlarged com

mpany with

th a range of

f competitive advantages:

SLIDE 6

6

Sig ignific icant Scale le

1

Acqu quisition of

f Ladbrokes

es Cor Coral creates a global lea eader

The e large gest st online-led ed opera perator in the e worl rld 3.3 2.2 1.7 1.7 0.6 0.9 0.4 0.4 0.3 1.0

(£ in billions, last reported full year revenue) (1) (2) Source: Latest annual reports revenue figures. Note: Peer revenue based on last reported financial year. Exchange rates used as of 31 Dec 2017. Charts exclude Asian markets. (1) Includes Proforma GVC FY17 and Proforma Ladbrokes Coral FY17 (2) The Stars Group announced its acquisition of the Sky Betting and Gaming Group on 21 April 2018. Completion is expected in Q3 2018

SLIDE 7

105 20 17 16 14 11 10 9 3 2 US Italy Australia UK Germany Canada France Spain Netherlands Sweden

7

Geographic Div iversific ication

 Top 3 positions in Europe’s largest online markets – UK,

Germany and Italy

 Top 3 retail positions in UK, Italy, Spain, Belgium and

Ireland

 Strong presence in Australia and licensed in the US

Source: H2 Gambling Capital, Ladbrokes Coral 2016 annual report, GVC RNS 2 November 2017 (1) Pro forma for sale of Turkey facing business.

2

(€ in billions, gross win, 2017)

Present in all of the world’s top ten markets (ex Asia) Over ver 90% 90% reve evenue e from regu egulated ed / taxed mark rkets

+

75% 25% 94% 6% GV GVC(1

(1)

Combin bined Gr Group Ladb adbrokes Coral l

Regulated/ing and Taxed Unregulated Regulated/ing and Taxed Unregulated Regulated/ing and Taxed Unregulated

99.8% 0.2%

Present in the world’s most important gaming markets

SLIDE 8

8

Market Leading Technology

GV GVC pr propri rietary tec echnology pl platform

Highly AVAILABLE Massively SCALABLE Easily EXTENDABLE Capable 1000+ IT STAFF Multi BRAND & B2B Fully REGULATED Omni CHANNEL Complete PRODUCT SET

       

Sign gnificantly impr proved ed since e bw bwin.p .party acquisi sition

To To integrate a a new

Ga Game Provider

Pre revi vious

usly

ly Now

w

To To se setup p a a new

Lab abel (Business)

To To ad adapt pt to a a new

Re Regulation

To To on-bo boar ard a a new

B2 B2B Par artner

20 to

24

Weeks

8 to

9

Weeks

16 to

20

Weeks

32 to

40

Weeks

2 to

3

Weeks

1 to

2

Weeks

2 to

4

Weeks

8 to

12

Weeks

3

 Provides flexibility and

independence from third parties

1

 Significant economies of scale

2

 Improvements to the platform

benefit all brands (and B2B

perations) at once

3

 Device agnostic, providing a

seamless experience from mobile to desktop to tablet

4

 Content management system

allows marketing teams to customise the site

5

 Ensures that the group remains

compliant and meets the needs of individual country regulators

6

Key ey stra rategi gic ben benef efits s of the e GV GVC pl platform rm

Proprieta tary single, , inte ntegrated techn echnology platfo form yields a significant com

mpetiti

tive advanta tage

SLIDE 9

Retail etail

Limite ted geo eographic brand ov

verlap

9

Str trong and Complementary Bra rand Portfolio

Gre reece Easte stern rn Euro rope Germ rman any Spain ain Be Belg lgium um Irelan land Italy aly UK UK Br Braz azil Au Austr strali lia Ca Canada Onli line ne: Games Onli line ne: Sport

rts-led

led

Europe Rest of World

4

Col

lum

umbia ia

Highly complementary brand

portfolios

Minimal brand overlap in key

markets

Addition of Retail adds powerful,

low-cost marketing channel for

nline
Combined Group to pursue multi-

brand strategy in markets with

verlap
Creates significant cross-sell and

revenue synergies opportunities

SLIDE 10

Spo port rts br brands Ga Games s br brands

10

Bra rand Port rtfolio io: Onli line

Europe Latin America Latin America Central Europe Most major markets All major markets

 17 well established B2C sports and gaming brands  Innovative products with in-house game studio building exclusive content  Holds top 3 positions in Europe’s largest online markets – UK, Germany and Italy

4

SLIDE 11

11

Bra rand Port rtfolio io: Retail il

UK Ret etail



#1 operator in UK retail gaming industry



41% market share(2)



Over 3,500 UK shops (3.6 year avg lease length in 2016)



Market leading multi-channel offering – 1.3 million combined multi-channel signups – Lifetime value of multi-channel customers are 2x higher Euro ropea ean Ret etail

Irelan land

 #3 retail  140 shops

Italy aly

 #3 retail  Strong multi-

channel presence

 850 shops

Spain ain

 #1 retail  Online recently launched  1,726 shops

Be Belg lgium um

 #1 retail  Online recently launched  541 shops

NGR GR H1 H1-17

4

SLIDE 12

12

Experienced Management Team

Lee ee Fel eldman Non-executive Chairman 2004 (GVC) Na Name e and role Yea ear r joined ed Expe peri rience Ken ennet eth Al Alex exande der Chief Executive Officer 2007 (GVC) Pa Paul Bo Bowtel ell Chief Financial Officer 2011 (Gala Coral) An Andy dy Ho Horn rnby Joint Chief Operating Officer 2011 (Gala Coral) Shay Segev egev Joint Chief Operating Officer 2016 (GVC)

5

Ex Experienced managemen ent team with th a track rec ecord of

f suc

uccessfu ful acquisitions

SLIDE 13

13

Pro roven Tra rack Record of Synergies Deli livery

Deal Deal Size

Source: Prospectus dated 9 February 2018, Ladbrokes Coral prospectus dated 27 October 2016, GVC presentation dated 16 November 2015, FactSet. Note: Close price adjusted for both dividends and splits. (1) William Hill contributed £36.5m towards balance sheet repair, restructuring and deal costs.

19 March 2013 1 February 2016 1 November 2016

 €83.9m(1)  Delivered EBITDA of €38.3m in year 1

vs. expected €28.7m

 Removed €50m of cost and returned

to profitability in <1 year

 £1.1bn  On track to deliver run rate synergy

target of €125m by the end of 2017 (on 2015 EBITDA of only €109m)

 bwin.party brands returned to

growth almost immediately after four consecutive years of declining sales

 £2.3bn

Cost

st

sa saving vings s / / sy synergy del elive very ry

65 150 Original synergies projection Revised synergies projection 23 55 65 50 125 150 2017 2018 2019 Original synergies projection Revised synergies projection

(£ in millions)

Ladb dbro rokes es Co Cora ral synergi rgies es ph phasing GV GVC share e pr price e since 2009 2009

250 500 750 1,000 Jan-09 Jan-10 Jan-11 Jan-12 Jan-13 Jan-14 Jan-15 Jan-16 Jan-17 Jan-18 GBp

(£ in millions)

Da Date te Targ rget Successfu ful l ex executio tion

5

Prove ven acquisition

n track rec

ecor

rd and

nd ability to

cons
nsta

tantly ov

verachieve on
n syne

nergies ov

ver a shor

hort t per eriod

SLIDE 14

14

Synergies

Cost synergy rgy area eas Synerg rgy over vervi view

Source: GVC combined Prospectus and Class 1 circular dated 9 February 2018. [1] Exit run rate

 Cost synergies now expected to be £130m

130million (previously £100m) by the end of 20211

 Total integration costs expected to be c1.

1.0x cost synergies

 Potential additional synergies:

− Capital expenditure savings from technology and procurement − Revenue synergies through cross-selling, implementation of best in class systems and sophisticated marketing techniques

Tec echno nolog logy and data ta enab enable led Cor

rpora
rate

te and nd admin inis istr trat ativ ive Othe her Ma Mark rketin ting

 Common platforms  Own gaming content  Increased bargaining power with

content suppliers

 Consolidating customer service

teams and technology costs

 Lower cost locations  Common mktg & central functions  Leveraging combined Group’s

business intelligence capability to achieve savings from reduced marketing and bonus spend

 Combining international platforms

and teams

 External costs  Office and travel costs

6

Anno nnounced up upgraded cos

st

t syne nergies of

f £130 million

Ori riginally announced (cumulative ve) Upda dated gu guidance (cumulative ve) Ye Year po post acq. Exit Run Rate Fi Financial Yea Year Exit Run Rate Increase (Run Rate) New Exit Run Rate Realised in Ye Year Year 1 £7m 2018 £5m £2m £7m £4m-£5m Year 2 £33m 2019 £27m £8m £35m £16m-£26m Year 3 £56m 2020 £50m £28m £78m £52m-£62m Year 4 £100m 2021 £100m £30m £130m £104m-£114m Year 5 £100m 2022 £100m £30m £130m £130m Integration Costs (In Ye Year) £17m £39m £43m £31m

 Synergies split: c£125m

125m of synergies to be delivered in Online and c£5m 5m in Corporate

SLIDE 15

15

US Opportunity: J JV wit ith MGM

7

Tr Transaction n structu ture and ke key ter erms

50 / 50 joint venture between MGM Resorts International (“MGM”) and GVC Holdings (“GVC”) for sports

betting and interactive gaming in the U.S.

Both parties providing exclusive rights to relevant assets subject to 25-year agreements

Trans ansactio ion

Exclusive access to all U.S. land-based and online sports betting, online real money and free-to-play casino

gaming, major tournament and online poker, and other similar future interactive businesses

Business to be conducted primarily under the playMGM and partypoker brands
Parties are exclusive to each other in the U.S. for these activities

Joint nt ventu venture re busi business ac activit ity

Four person board of directors, with two members appointed from each of MGM and GVC
Equal governance and decision making rights
Joint venture structure creates alignment of interests

Govern vernan ance

Independent leadership team to be selected from best-in-class talent from each company and additional

new hires

New joint venture headquarters to be located in major U.S. technology hub

Man Manag agement & Ope Opera ratio ions

SLIDE 16

16

US Opportunity: J JV wit ith MGM

7

Ex Exclusive access to

rel

elevant assets ts

Transaction creates a leading U.S. sports betting and interactive gaming platform with world-class content, state-of-the-art proprietary technology, and broad distribution

Parties contributing exclusive access to: Economics of existing and future U.S. sportsbooks



All U.S. gaming licenses, including all “skins” for sports betting and interactive gaming

 

Market access agreements with Boyd Gaming, providing a path to 15 states with addressable population of ~90mm(1)



GVC’s platform technology (including Stadium)



Premier, globally recognized gaming and sports brands

[1] Population figure represents Eilers & Krejcik Gaming estimate of population above 21 years old. Number of states includes pending acquisitions and development projects.

SLIDE 17

17

US Opportunity: J JV wit ith MGM

7

Joi Joint t ven enture transacti tion hi highlights ts

 Opportunity to leverage each company’s unique and complementary assets to capture a once-in-a-

lifetime new market opportunity

 Creates a leading platform with world class content, state-of-the-art proprietary technology, and

broad reach and distribution

 Significantly increases speed to market for both parties and creates meaningful early mover

advantages

 Lowers execution risk due to strong existing relationship, complementary capabilities, and both

companies’ track records of successful partnerships

 Complete alignment of interests with a 50/50 joint venture structure  Ample liquidity with total upfront capital commitments from partners of $200 million

SLIDE 18

18

US Opportunity: J JV wit ith MGM

7

Broad foo

otp

tprint t and marketable e cus usto tomer base

30 Million

M Life Members

Clear path to 15 states with total addressable population of ~90mm(1)
Leading combination is well positioned to attract additional market access and other partners

[1] Population figure represents Eilers & Krejcik Gaming estimate of population above 21 years old. Number of states includes pending acquisitions and development projects.

MGM Nevada Mississippi New York New Jersey Maryland Massachusetts Michigan Boy

yd

Pennsylvania Ohio Indiana Illinois Idaho Missouri Kansas Louisiana

SLIDE 19

Appendix: 2018 Tra radin ing Update

SLIDE 20

20

Combined Results – H1 Post t Clo lose Tra rading Update

Ye Year-on

n-year growth

th in n Q2 ov

ver Q1 driven by goo
od und

underlying momentum and the he World Cup Cup

Strong underlying growth in Online and have continued to benefit from a pipeline of new

products and high profile marketing campaigns

UK Retail improved in Q2 as the weather proved less disruptive than in Q1
European Retail remained very strong helped by soft comparative
Positive World Cup tournament driven by gross win margin, volumes and value of new

customer deposits

[1] The Group’s proforma results are presented as if the current Group, post the acquisition of Ladbrokes Coral, had always existed. As such, it excludes the results of the Turkish business which was discontinued during 2017and the 360 shops that the Ladbrokes Coral Group was required to divest on merger. [2] Growth on a constant currency basis is calculated by translating both current and prior year performance at the 2018 exchange rates. [3] UK Retail numbers are quoted on a LFL basis. During H1 and Q2 there were an average of 3,562 shops in the estate, compared to an average of 3,662 in the same periods last year.

Q2: Q2:

Group NGR +11% (cc2 +12%)
Online NGR +22% (cc2 +25%)
UK Retail Like-for-like (“LFL”)3 NGR +2%
European Retail NGR +19% (cc2 +16%)

H1 H1:

Group NGR +8% (cc2 +8%)
Online NGR +18% (cc2 +20%)
UK Retail LFL3 NGR -3%
European Retail NGR +29% (cc2 +26%)

Ke Key hi highli lights (pro proform rma ba basis is1):

SLIDE 21

21

Combin ined Results – Q1 2018 Tra rading Update

Strong start to

2018; syne

nergies up upgraded

Overall good start to 2018
Online strong with double-digit growth across both GVC legacy and Ladbrokes Coral
Strong European Retail performance
UK Retail impacted by weather
Synergy work ongoing; interim upgrade to minimum of £130m cost synergies
Well placed for US opportunity

[1] The Group’s proforma results are presented as if the current Group, post the acquisition of Ladbrokes Coral, had always existed. As such, it excludes the results of the Turkish business which was discontinued during 2017, the 360 shops that the Ladbrokes Coral Group were required to divest on merger and the previously discontinued Ladbrokes Coral High Roller segment

Total NGR Total NGR CC Sports Wagers Sports Margin Change in Margin Online Sports Brands 16% 18% 4% 10.4% 1.2pp Games Brands 16% 18% B2B 46% 48% Total Online 17% 17% 18% 18% UK Retail (Like-for-like) (5%) n/a (9%) 18.3% 0.2pp European Retail 32% 32% 28% 28% 4% 18.1% 3.8pp Other (26%) (26%) Total Group 7% 7% 7% 7% Year to date growth (1 Jan 2018 to 20 May 2018) 1

SLIDE 22

22

FY18 Guid idance

Gui Guidance ce:

Capex – underlying1

c£1 c£125m post acquisition2, c£1 c£160m annualised

Capex - EPOS 21

c£2 c£27m post acquisition2

Depreciation and Amortisation

Subject to IFRS 3 adjustments Guidance to be provided at H1

Integration costs – previous deals3

c£1 c£15m P&L charge post acquisition2 £4 £45m cash cost post acquisition2

Opening gross debt4

£2 £2,1 ,160m

Opening net debt4

£1 £1,8 ,860m

Opening net debt / EBITDA4

2.7 2.7x (LTM proforma EBITDA)

Share based payments

c£1 c£10m – £1 £15m

Interest costs

c4% c4% on gross debt c60 c60m P&L charge5 post acquisition2, c£8 c£85m annualised c50 c50m cash cost post acquisition2, c£85 c£85m annualised

Tax rate (% of adjusted PBT)

c13 c13%, annualised cash tax in-line with historic blended rates Tr Trie iennia ial l Impact:

Fully mitigated impact of c£1

c£120m on Group EBITDA by end of the second year post implementation, with an expected adverse impact of c£1 c£145m in UK Retail and positive impact of c£2 c£25m in Online

In the first full year the impact on Group EBITDA is anticipated to be in the region of £160m

160m

[1] Pre Triennial Review [2] Period 28 March 2018 to 31 December 2018 [3] GVC Holdings plc acquisition of bwin.party and Ladbrokes PLC merger with the Coral Group [4] 28 March 2018 [5] P&L cost of interest that will be paid in cash

SLIDE 23

Appendix: His istori ric Pro roforma Numbers

SLIDE 24

24

His istoric Pro roforma: O Overview

The following slides provide proforma results for GVC Holdings Plc (“The Group”) for the 24 months ended 31

December 2017

The Group’s proforma results are presented as if the current Group, post the acquisition of Ladbrokes Coral, had

always existed. As such, it excludes the results of the Turkish business which was discontinued during 2017, the 360 shops that the Ladbrokes Coral Group were required to divest on merger and the previously discontinued Ladbrokes Coral High Roller segment

The Group has changed its reporting currency to GBP and therefore the proforma information is also presented in
GBP. As GVC previously reported in Euros, historic information has been translated into GBP using a rate of €1.14:£1

in 2017 and €1.24:£1 in 2016

The proforma information has separated out “Corporate” costs from the legacy GVC Digital business. These will

continue to be reported under Corporate costs going forward

Reporting segments and accounting policies have been aligned across GVC and Ladbrokes Coral for the proforma
period. The way in which these results are presented is consistent with the reporting format which will be adopted by

the Group going forward

The proforma results depict actual historical trading performance and do not reflect any increases in profit

anticipated from the delivery of synergies, nor do they account for the impact on the future depreciation and amortisation charge resulting from the IFRS 3 fair value exercise which is being undertaken on the Ladbrokes Coral business

Operating profit is shown before all items requiring separate disclosure (previously called exceptional items), the

impact of changes in the fair value of financial instruments and the amortisation of acquired intangible assets

Contribution is defined as statutory gross profit less marketing costs and underlying EBITDA is stated as operating

profit before the deduction of depreciation, amortisation, changes in fair value of financial instruments and IFRS 2 “share based payments” charges

SLIDE 25

25

His istoric Pro roforma: B Basis

Inc ncluded: bwin Included for the period post acquisition (1 Feb 2016) and proforma adjustments made to include pre acquisition trading (January 2016). As such, both 2016 and 2017 include a full 12 months of trading for bwin Cor Corporate cos

sts

ts Legacy GVC costs have been split between those relating to the Online business and those which are true "Corporate" costs. The latter of these is now reported under the Corporate costs segment Ka Kalixa Included for the period until disposal (31 May 2017) Ex Excluded: Tu Turkey Proforma adjustments to remove the trading of the disposed Turkish business in both 2016 and 2017 360 dive veste ted sho hops Proforma adjustments to remove the trading of the 360 shops that the Ladbrokes Coral Group were required to divest on the merger of Ladbrokes and Coral Sha hare based payment cha harges Share based payment charges previously reported in Ladbrokes Coral have been removed from underlying EBITDA in line with previously reported GVC "Clean EBITDA" Amorti tisation of

f

acquired inta ntangibles es The amortisation of acquired intangibles will now be a separately disclosed item (formerly exceptional) and is therefore excluded from underlying profit and also from the proforma numbers presented Hi High Rol

llers

The High Rollers business which the legacy Ladbrokes Coral Group discontinued in 2016 has been excluded from the proforma information Cr Crystalbet The 2018 acquisition in Georgia is not included in the historic proforma numbers

SLIDE 26

26

His istoric Pro roforma: S Segmentation

[1] Costs which were previously reported as Corporate Costs in GVC have now been split between the Online segment and those which are true Corporate Costs which remain in Corporate

SLIDE 27

27

Tota tal Gro roup