TIDMFLTR
RNS Number : 1138X
Flutter Entertainment PLC
29 April 2021
29 April 2021
Flutter Entertainment plc (the "Company")
Results of Annual General Meeting 2021
The Company announces that the following resolutions were
approved at its Annual General Meeting ("AGM") held on Thursday, 29
April 2021.
All resolutions as set out in the Notice of Meeting were duly
passed on a poll. The number of votes for and against each of the
resolutions put before the Meeting and the number of votes withheld
were as follows:
Resolutions Votes For(1) Votes Against Total votes Votes Withheld(2)
No. of % No. of shares % No. of shares No. of shares
shares
----------- ------ -------------- ------ -------------- ------------------
1. Following a review of the
Company's
affairs, to receive and consider
the
Company's Financial Statements for
the year ended 31 December 2020 and
the reports of the Directors and
External
Auditor thereon 83,264,267 99.98 20,059 0.02 83,284,326 94,219
----------- ------ -------------- ------ -------------- ------------------
2. To receive and consider the
Remuneration
Committee Chair's Statement and the
Annual Report on Remuneration for
the year ended 31 December 2020 70,293,675 84.52 12,870,333 15.48 83,164,008 214,537
----------- ------ -------------- ------ -------------- ------------------
3(a). Re-election of Zillah
Byng-Thorne
as a Director 67,829,593 81.64 15,258,407 18.36 83,088,000 290,545
----------- ------ -------------- ------ -------------- ------------------
3(b). Re-election of Michael Cawley
as a Director 73,195,769 88.09 9,892,231 11.91 83,088,000 290,545
----------- ------ -------------- ------ -------------- ------------------
3(c). Re-election of Nancy
Cruickshank
as a Director 78,310,831 94.05 4,954,333 5.95 83,265,164 113,381
----------- ------ -------------- ------ -------------- ------------------
3(d). Re-election of Richard Flint
as a Director 77,594,305 93.17 5,686,760 6.83 83,281,065 97,480
----------- ------ -------------- ------ -------------- ------------------
3(e). Re-election of Andrew
Higginson 75,725,926 90.95 7,539,248 9.05 83,265,174 113,371
----------- ------ -------------- ------ -------------- ------------------
3(f). Re-election of Jonathan Hill
as a Director 83,225,305 99.93 57,924 0.07 83,283,229 95,316
----------- ------ -------------- ------ -------------- ------------------
3(g). Re-election of Alfred F.
Hurley
Jr. as a Director 82,827,590 99.48 435,308 0.52 83,262,898 115,647
----------- ------ -------------- ------ -------------- ------------------
3(h). Re-election of Peter Jackson
as a Director 83,094,159 99.77 190,650 0.23 83,284,809 93,736
----------- ------ -------------- ------ -------------- ------------------
3(i) Re-election of David Lazzarato
as a Director 79,246,274 95.15 4,035,013 4.85 83,281,287 97,258
----------- ------ -------------- ------ -------------- ------------------
3(j). Re-election of Gary McGann as
a Director 78,631,539 94.41 4,653,366 5.59 83,284,905 93,640
----------- ------ -------------- ------ -------------- ------------------
3(k). Re-election of Mary Turner as
a Director 82,995,988 99.68 269,176 0.32 83,265,164 113,381
----------- ------ -------------- ------ -------------- ------------------
4. Authority to the Directors to set
the remuneration of the External
Auditor 81,457,498 97.81 1,827,407 2.19 83,284,905 93,640
----------- ------ -------------- ------ -------------- ------------------
5. Authority to call extraordinary
general meetings on 14 clear days'
notice * 78,021,845 93.68 5,262,594 6.32 83,284,439 94,106
----------- ------ -------------- ------ -------------- ------------------
6. Authority to allot shares (4) 58,154,654 69.83 25,129,206 30.17 83,283,860 94,685
----------- ------ -------------- ------ -------------- ------------------
7A. Dis-application of pre-emption
rights* 79,220,763 95.30 3,907,973 4.7 83,128,736 249,809
----------- ------ -------------- ------ -------------- ------------------
7B. Dis-application of pre-emption
rights in connection with an
acquisition
or specified capital investment* 79,024,804 95.06 4,105,312 4.94 83,130,116 248,429
----------- ------ -------------- ------ -------------- ------------------
8. Authority to purchase own shares* 82,567,409 99.15 707,347 0.85 83,274,756 103,789
----------- ------ -------------- ------ -------------- ------------------
9. Authority to reissue Treasury
Shares* 83,241,193 99.96 33,659 0.04 83,274,852 103,693
----------- ------ -------------- ------ -------------- ------------------
10. Capitalisation of amounts
standing
to the credit of the Company's
merger
reserve account 83,253,243 99.96 31,186 0.04 83,284,429 94,116
----------- ------ -------------- ------ -------------- ------------------
11. Approval of reduction in the
company
capital of the Company* 83,252,804 99.99 3,540 0.01 83,256,344 95,275
----------- ------ -------------- ------ -------------- ------------------
* Denotes Special Resolutions
NOTES:
(1) Votes "For" and "Against" are expressed as a percentage of
votes received. The "For" votes include those giving the Chair
discretion.
(2) A vote "Withheld" is not a vote in law and is not counted in
the calculation of the votes "For" or "Against" the resolution.
(3) The total number of ordinary shares in issue, excluding
Treasury Shares, on Thursday, 29 April 2021 was 175,229,694.
(4) The Board notes that, although Resolution 6 was passed with
the necessary majority, 30.17% of votes received were against.
Resolution 6 was proposed in accordance with routine practice for
listed companies, and as mentioned in our Notice of AGM, the
authority sought by the Company was in line with the guidance
issued by the Investment Association's Share Capital Management
Guidelines. The Board considers the flexibility afforded by this
authority to be in the best interests of the Company and
shareholders. In order to further understand the reasons behind
this result, the Board will continue to consult and engage with
major shareholders and will analyse the votes against. In
accordance with the provisions of the 2018 UK Corporate Governance
Code, the Company will provide an update on the views received from
shareholders and actions taken no later than six months after the
AGM.
(5) The total number of votes cast (i.e. For, Against and
Withheld) was 83,378,545 ordinary shares representing a 47.58%
turnout.
The full text of the resolutions can be found in the Notice of
AGM, which is available for inspection at the UK's National Storage
Mechanism https://data.fca.org.uk/#/nsm/nationalstoragemechanism ,
and at Euronext Dublin (see below) and on the Company's website at
www.flutter.com/investors/shareholder-centre/agm .
A copy of the resolutions passed under special business (as
defined by the listing rules of the UK Listing Authority) will
shortly be submitted to the UK's National Storage Mechanism for
inspection at
https://data.fca.org.uk/#/nsm/nationalstoragemechanism and
forwarded to Euronext Dublin and available for inspection at:
Company Announcements Office
Euronext Dublin
28 Anglesea Street
Dublin 2
Ireland
Edward Traynor
Company Secretary
Flutter Entertainment plc
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