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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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April 29, 2021 10:15 ET (14:15 GMT)