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Annual Report & Accounts 2012 - DIRECTORS REPORT
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GVC HOLDINGS PLC BUSINESS REVIEW DIRECTORS REPORT The Directors present their report for GVC Holdings PLC and the audited financial statements for the year ended 31 December 2012. Principal Activities GVC Holdings PLC was incorporated on 5 January 2010 in The Isle of Man. On 21 May 2010, it took over the assets of Gaming VC Holdings S.A. after approval by the shareholders, and is now the holding company of the Group. Results and Dividends The profit for the year attributable to ordinary shareholders after taxation amounted to €9,236,000 (2011: loss of €145,000). The Company is incorporated under the 2006 Isle of Man Companies Act. This act does not require the Company to have distributable reserves for the purpose of declaring a dividend. The Act requires the Directors to consider the solvency of the Company before making a dividend. A corollary of this is that the matter of dividends is not required to be put before General Meeting. The Group's consolidated financial statements are set out on pages 21 to 55. For a more detailed review of the Group's result see the Report of the Chief Executive and the Report of the Group Finance Director. Trading Review and Future Developments The Directors are satisfied with the Group's performance during 2012 and are confident that performance will continue to improve during 2013 and beyond. For a detailed review of the trading performance and future developments of the Group see the Chairman's Statement, Report of the Chief Executive and the Report of the Group Finance Director, which form part of their reports. Key Performance Indicators For a more detailed review of the key performance indicators of the Group see the Report of the Chief Executive. Directors and their Interests The Directors of the Company and their beneficial interest in the ordinary share capital of the Group are as follows: Ordinary shares of €0.01 each in GVC Holdings PLC 25 March 2013 31 December 2012 31 December 2011 Executive Directors K Alexander 313,333 313,333 313,333 R Cooper 135,000 135,000 135,000 Non-Executive Directors L Feldman 73,700 73,700 73,700 N Blythe-Tinker - - - K Diacono - - - The Directors shareholdings represent 0.86% (2011: 1.66%) of the voting shares of the Company, the Company having issued a further 29,018,075 shares in pursuit of the Sportingbet acquisition. Details of the Directors who have an interest in share options are disclosed in the Report of the Remuneration Committee. Creditor Payment Policy It is the Group's policy to agree terms of business with suppliers prior to the supply of goods and services. 17