Click to edit

Proposed Acquisition

of Ladbrokes Coral Group plc

December 2017

Creating a leading global gaming company

Click to editDisclaimerIMPORTANT INFORMATION

This presentation document, any related materials which are distributed alongside this presentation document, each of their respective contents, and any oral presentation made by or on behalf of GVC Holdings PLC (the “Company”) in relation to the subject matter hereof (all such

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the prior written consent of the Company.

The sole purpose of the Relevant Information is to provide background information to assist you in obtaining a general understanding of the business of the Company, the business of Ladbrokes Coral Group plc, and a possible acquisition by the Company of Ladbrokes Coral Group plc (the

"Possible Offer"). GVC has not made any announcement of a firm intention to make an offer for Ladbrokes Coral Group under Rule 2.7 of the City Code on Takeovers and Mergers (the "Code"). There can be no certainty that such an offer will be made. None of the

Relevant Information constitutes a firm intention to make an offer and accordingly there can be no certainty that any such offer will ultimately occur. Any such offer would, if it were made, be subject to any requisite regulatory approvals, approval by the shareholders of

GVC and acceptance or approval by the shareholders of Ladbrokes Coral Group, as well as other customary conditions.

The Relevant Information does not constitute, or form part of, any listing particulars, prospectus or circular relating to the Company, nor does it constitute an offer to sell, or a solicitation of an offer to buy or subscribe for, securities of the Company in any jurisdiction. It is not intended to

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By accepting the Relevant Information, you agree to be bound by the foregoing provisions, limitations and conditions and, in particular, you have represented, warranted and undertaken that: (i) you will observe the foregoing provisions, limitations and conditions; (ii) you have read and agree

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employees of the Company or its subsidiaries, or any governmental or regulatory body without the prior written consent of the Company.

Investec Bank plc ("Investec") which is authorised in the UK by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority in the UK, is acting exclusively as sole sponsor and corporate broker to the Company and no-one else

in connection with the Possible Offer, and will not be responsible to anyone other than the Company for providing the protections afforded to clients of Investec, nor for providing advice in connection with the Possible Offer. Neither Investec nor any of its subsidiaries, branches or affiliates

owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Investec in connection with the Possible Offer.

2

Click to editAgenda

Summary

Rationale

Other Items

Possible offer summary

33

Highly compelling strategic rationale

Acquiring complementary market leader

Diversified international group

Leading online and retail group

Exposure to largest global markets

Proposed mechanics

Refinanced debt facilities

Proven track record

Summary

Click to editPossible offer summary

Possible offer

summary

0.141 New GVC Shares plus 32.7 pence in cash for each Ladbrokes Coral share, plus

up to a further 42.8 pence by way of a Contingent Value Right ("CVR") linked to the outcome of the current

Triennial Review - preserving value for Ladbrokes Coral shareholders and defraying risk for GVC

shareholders

Initial Consideration values Ladbrokes Coral equity at:

£3.9 billion (203.7p per Ladbrokes Coral Group share) assuming maximum CVR payment

£3.1 billion (160.9p per Ladbrokes Coral Group share) assuming no CVR payment

Mix and match facility provided allowing Ladbrokes Coral shareholders to elect to receive more alternate

proportion of cash and shares

GVC and Ladbrokes Coral shareholders to each own 53.5% and 46.5% respectively of enlarged group

Combination expected to be be double digit EPS1 accretive from the first full year post completion and

following all reasonably expected outcomes of the Triennial Review

Enlarged group net debt/EBITDA2 expected to not exceed 3.0x by end of first full financial year following

completion3

Acquisition expected to be implemented by way of Scheme of Arrangement

1 Adjusted EPS is calculated on a clean basis, after net synergies and impact of the Triennial Review, and before transaction costs and one-time restructuring charges. This statement is not intended as a

profit forecast or estimate for any period and should not be interpreted to mean that earnings per share for GVC or Ladbrokes Coral, as appropriate, for the current or future financial years would necessarily

match or exceed the historical published earnings or earnings per share for GVC or Ladbrokes Coral, as appropriate.2 Where Net Debt is interest bearing loans and borrowings and customer liabilities, less cash and cash equivalents, and EBITDA is 'clean EBITDA'. Clean EBITDA is earnings before interest, taxation,

depreciation, amortisation, impairment charges, changes in the fair value of derivative financial instruments, share option charges and exceptional items after accounting for net synergies from the transaction

and the impact of the Triennial Review, and before transaction costs and one-time restructuring charges.3 Following all reasonably expected outcomes of the Triennial Review

4 Creating a leading global gaming company

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Acquiring a

complementary

market leader

Click to editHighly compelling strategic rationale Enlarged group will be a fast-growing, diversified, highly profitable, international online and retail sports betting led

gaming company with >90% of NGR coming from locally regulated/ taxed markets

Revenue and profit growth

- Portfolio of strong and complementary brands, powerful CRM systems, and the ability to apply best practice to enhance

customer experience in a responsible gaming environment

- Positioned to grow revenue and profits by delivering a great experience to millions of consumers

- Expect to generate material synergies from the combination

Scale and breadth

- Top three market positions in three of Europe’s largest online gaming markets – UK, Germany and Italy

- Significant business in Australia and exposure to the USA and other growth markets

- Size and resources to address the dynamics of the rapidly changing global gaming industry

- Established brands in all key product verticals, sports, casino, poker and bingo

Multi-channel distribution combined with best in class technology

- Expertise and scale across all distribution channels (online, retail and mobile)

- A proven, highly flexible and highly scalable technology platform across all verticals

Leadership in consolidation

- Well positioned to be a global leader and one of the principal consolidators in the gaming sector

- Proven management teams

- Ownership of the critical technology platforms

Taking the initiative now

- Allows the strategic and synergy benefits of the combination to be realised in the short term

- Flexible deal structure allows for range of triennial scenarios

- Favourable financing conditions anticipated

Proposed transaction consistent with strategic goals of diversifying the

business internationally and increasing scale in regulated markets6

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£1,185 £1,198

£2,116

£2,352

£320 £375 £499 £666100

600

1100

1600

2100

£100

£600

£1,100

£1,600

£2,100

H116 H1 17 FY15 FY16

Pro

form

a u

naudited N

GR

(G

BP

m)

Net revenue Online

€198

€222€215

€231

€216

€241

€226

€246

€222

€244

€100

€120

€140

€160

€180

€200

€220

€240

€260

Q315

Q316

Q415

Q416

Q116

Q117

Q216

Q217

Q316

Q317

Quart

erly

NG

R (

EU

Rm

)

Acquiring a complementary market leader

Group

Overview

Online

business

momentum

Scalable and proven proprietary technology platform

Strong progress post the bwin.party combination

Third largest online gaming operator in Europe

Diversified geographic footprint and product mix

Licenses in more than 18 jurisdictions

Over 2,800 employees and contractors

Over €4.6bn of sports wagers per year

Over 95% of revenues processed through own

platform

79m registered accounts across over 1,000 games

playable in 21 languages and 19 currencies

Leading UK bookmaker, with a strong online and

retail presence

Significant retail and online operations in Italy,

Ireland, Spain and Belgium

Established presence online – Digital now accounts

for c.31% of total net revenue (FY15: 24%)

Rapidly growing online operation in Australia

Presence in USA

Over 25,000 employees

GVC Ladbrokes Coral

Sources: GVC RNS announcements. GVC Annual Report for the year ended 31 December 2016. GVC Corporate Presentation, June 2017. Ladbrokes Coral Final Results for the Y/E 31 Dec

2016. and Trading Update for the six months to 30 June 2017. Ladbrokes Coral Group Trading Statement 13 November 2017. GVC Trading Statement 12 October 2017. 7

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€1.83

€1.37

€1.20

€0.90

€0.68

UK

Germany

France

Italy

Ireland

Spain

A diversified international group, across Online

and Retail

GVC split of NGR by geography Ladbrokes Coral revenue split by channel

Licences in 19 jurisdictions

15 Offices across 4 continents

Licences in 6 countries

Operations in Europe, Australia, North America

and Asia

Sources: GVC Management (adjusted for disposal of Turkish facing operations), GVC Annual Report FY16, Ladbrokes Coral Group Annual Report FY16. Bar chart data source: H2 Gambling

Capital as at 30 November 2017

Germany

UK

Italy & Spain

RoW

Other Europe

CanadaUSA

UK Retail

Digital

European Retail

Other

Enlarged Group

GVC

P

Total interactive (excluding lottery)

gross gaming revenue (€bn) >3,500 UK shops #2 online operator

in Italy

>3,100 outlets in Europe (Ireland, Belgium,

Italy and Spain)

#1 in retail in UK, Spain and Belgium

Active in 5 continents

Technology scalable across multiple

geographies

FY16 NGR generated across over 30 countries LCL

Online

Retail

P

O P

POnline

Retail

O

O O

OOnline

Retail

O

O O

POnline

Retail

P

O P

POnline

Retail

P

O P

POnline

Retail

P

O P

8

€6.18

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£3,001

£2,352

£2,154

£1,604£1,551

£857

£731

£544 £516

£385 £356

£0

£500

£1,000

£1,500

£2,000

£2,500

£3,000

£3,500

GalaxyMars

Mars Bet365 WilliamHill

PPB Amaya Galaxy Unibet Skybet 888 Betsson

Net

Gam

ing R

evenue

Leading online and retail group

Enlarged Group Online: Retail EBITDA H1’17

Peer group NGR (£m)

Sources: GVC Annual Report FY16, Ladbrokes Coral Annual Report FY16, Ladbrokes Coral management. For peer group NGR sources used are; Companies House filings, Annual Reports.

Ladbrokes Coral regulated / regulating NGR vs, Unregulated NGR based on GVC definitions. Notes: 1 Post completion of Turkey disposal, includes markets in the process of regulating, based on

NGR for the six months to 30 June 2017. 2 GVC Ladbrokes Coral represents (i) GVC Net Revenue of €895m (being a pro forma total for GVC and bwin.party (sourced from GVC FY16 Annual

Report) and translated into sterling using the 2016 average rate of 1.22 and (ii) Ladbrokes Coral pro forma NGR (unaudited) of £2351m (sourced from Ladbrokes Coral FY16 annual report).The

figure has been adjusted for the disposal of Turkish facing operations (NGR reduction of £81.9m) All data represents last reported financial year (uncalendarised).

9

GVC NGR H1 17 €472.8m LCL NGR FY16 £2,352m

99.8% regulated NGRc.75% regulated/

regulating NGR1

Regulated/ regulating

28%

72%

Unregulated

Online

Retail

100%

0.9%4.6%

38.3%

56.2%

Enlarged

group2LCL GVC

Online

Retail

Other

GVC online EBITDA data assumes an exchange rate of € 1.14

European Retail

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€3.04

€2.25

€1.83

€1.37€1.20

€0.93 €0.90€0.75 €0.68

€0.42 €0.38€0

€1

€2

€3

€4

€5

€6

UK US Australia Germany France Italy Sweden Ireland Finland Spain Belgium Russia

To

tal in

tera

ctive

(e

xclu

din

g lo

tte

ry)

gro

ss g

am

ing

re

ve

nu

e (€

bn

)Exposure to the largest online markets globally

GVC

LCL

€6.18

GVC

LCL

LCL

GVC

GVC

LCL

GVC GVC

LCL

GVC

LCLGVC

GVCLCL

10

Enlarged Group exposure to online markets accounting for over €19bn of interactive global gross

gaming revenue (>50% total worldwide)

Sources: H2 Gambling Capital as at 1 December 2017 – 2016 Gross Gaming Revenue. GVC Company data. Ladbrokes Coral Annual Report for the year ended 31

December 2016

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Proposed acquisition

mechanics

Click to editProposed mechanics

Cash offer 32.7 pence in cash

Share offer 0.141 new GVC shares

CVR

Value linked to the outcome of the Triennial Review

Ladbrokes Coral Group Shareholders will receive one CVR for each Ladbrokes

Coral Group Share that they hold, and each CVR will confer on its holder a

contractual entitlement to one loan note following determination of the estimated

impact of the Triennial Review

£632m

£2,477m1

Up to £827m2

+

+

1:Reflective of the mid-market closing price of GVC on the last practicable date (06 December 2017) of 909.00p - sourced from the Daily Official List2 Assumes Triennial Review result of a £50 FOBT cap resulting in no impact to assumed FOBT EBITDA, but maximum pay out under CVR3 If the Possible Triennial Measures do not relate solely to maximum stakes, or cannot be linearly interpolated between the figures set out in the above table, the Estimated EBITDA Impact

and, consequently, the value of the CVR per Ladbrokes Coral Group share, would be determined through an agreed determination process involving representatives of Ladbrokes Coral

Group, GVC and an independent expert. Calculations assume Ladbrokes Coral fully diluted number of shares outstanding figure to be 1,932,593,483

Consideration range1: Minimum £3.1bn (160.9p per share), Maximum £3.9bn (203.7p per share)

+

+

=

12

Maximum Stake Cap (hard cap) £2 £5 £10 £20 £30 £40 £50

Value per CVR3 0.0p 13.4p 13.4p 30.3p 40.4p 40.5p 42.8p

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Summary

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14

Refinanced debt facilities

• On the back of solid H1 and Q3 2017 performance, attractive market conditions and Turkey disposal, GVC was able to reduce the

margin on its Term Loan facility, raise an additional €50m and amend documentation to allow considerable additional operational

and financing flexibility

− Margin reduction from +3.25% to 2.75% (at par)

− Incremental €50m raised for general corporate purposes with total Term Loan size of €300m (day 1 leverage neutral)

− Increased leverage facility max 3.5x from 2.25x (Net Debt:EBITDA)

− Enhanced flexibility and covenant lite

− No change to existing maturities (2022 RCF, 2023 Term Loan)

• Facilities effective as of December 7th, 2017

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0

500

1000

1500

2000

2500

3000

3500

Dec-07 Jun-08 Dec-08 Jun-09 Dec-09 Jun-10 Dec-10 Jun-11 Dec-11 Jun-12 Dec-12 Jun-13 Dec-13 Jun-14 Dec-14 Jun-15 Dec-15 Jun-16 Dec-16 Jun-17 Dec-17

To

tal S

hare

hold

er

Retu

rn (

rebased t

o 1

00)

FTSE All Share FTSE 250 FTSE Small Cap GVC

Proven track record of shareholder returns

15

FTSE 250: 146%

FTSE All-Share: 77%

FTSE Small-Cap: 121%

February

2017:

Refinancing

November

2016:

Special

Dividend

July 2016:

Notification of move to Premium Listing

February 2016:

Move to Main Market

September 2015:

Announcement of offer for bwinSeptember 2012:

Announcement regarding possible offer for Sportingbet

July 2012:

Combination of Betboo

Sources: Total shareholder return data sourced from Thomson Reuters Datastream to 02 December 2017. Notes sourced from GVC RNS announcements

GVC Total Shareholder Return (last 10 years): 3,034%

November 2017:

Disposal of Turkish facing operations Sportingbet total shareholder return of 392% since acquisition

bwin.party total shareholder return of 105% since acquisition

Click to editSummary

Creating a leading global gaming and betting company

Diversified and complementary international revenue base

Leveraging market leading and scalable technology

Leading brands in core markets

Clear focus on sports betting

Significant growth and cost synergy potential

Compelling opportunity to take advantage of current sector consolidation16

Consistent with strategy to diversify and scale in regulated markets

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Q&A