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GVC HOLDINGS PLC REPORT OF THE REMUNERATION COMMITTEE Remuneration Committee The Remuneration Committee is comprised of the three Non-Executive Directors and is currently chaired by Nigel Blythe-Tinker. The Committee determines the remuneration packages of the Executive Directors and other senior management, and is required by the board to review the bonus arrangements of any employee or consultant to the Group. The Committee meets at least twice a year. Group Remuneration Policy In accordance with its remit, the Committee's policy is to determine the remuneration packages of the Executive Directors and other senior management in order to ensure that the relevant individuals are provided with appropriate incentives to encourage enhanced performance and are, in a fair and responsible manner, rewarded for their individual contributions to the success of the Company. Remuneration Package The remuneration package comprises basic salary and benefits, annual bonus and long term incentive arrangements. The Executive Directors and senior management are remunerated using the policy described below. Basic Salary and Benefits Basic salary is set for each individual based on individual performance and achievement of objectives and following the consideration of compensation information for other companies in the e-gaming industry, both quoted and unquoted. The Chairman of the Remuneration Committee is also Executive Chairman of the specialist e-gaming recruitment company Pentasia Limited, and therefore has considerable insight into comparable salaries and benefits packages. The Executive Directors are also entitled to health and life cover. Pension The Group did not operate a pension plan for the Executive Directors or senior management in 2012. Bonus Arrangements Bonus scheme arrangements are in place for all members of staff, including the Executive Directors. The staff bonuses are based on individual performance and the Executive Directors linked to the performance of the Group as detailed below. The Remuneration Committee after consulting with shareholders has decided that Executive Directors annual bonuses should be linked directly to the dividends paid by the Company. Accordingly, both Kenneth Alexander and Richard Cooper will receive a bonus each year equal to the dividends (excluding the special dividend paid on 28 June 2010) that would have been paid by the Company to that Director in the relevant period in respect of the GVC Holdings Shares subject to unexercised awards granted under the 'new' scheme to that Director as if those awards had already been exercised (and the GVC Holdings shares issued) at the record date for payment of the relevant dividend. Directors' Emoluments Summary Benefits Salary/Fees Bonus* in Kind Total 2012 Total 2011 € € € € € Executive Directors K Alexander 746,326 826,698 2,974 1,575,998 1,431,777 R Cooper 410,479 413,349 4,503 828,331 780,672 Non-Executive Directors L Feldman 160,368 413,349 - 573,717 379,860 N Blythe-Tinker 120,584 19,500 - 140,084 116,294 K Diacono 56,250 - - 56,250 50,000 1,494,007 1,672,896 7,477 3,174,380 2,758,603 *see bonus detail on page 58 57 REPORT OF THE REMUNERATION COMMITTEE