1 May 2024
Flutter Entertainment plc (the "Company")
Results of Annual General Meeting 2024
The Company announces that the following resolutions were approved at its Annual General Meeting ("AGM") held on Wednesday, 1 May 2024.
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 For1 | Votes Against | Total votes2 | Votes Withheld3 | |||||
| No. of shares | % | No. of shares | % | No. of shares | No. of shares | ||||
| 1(a). Election of John Bryant as a Director | 110,706,156 | 94.60% | 6,315,579 | 5.40% | 117,051,353 | 29,618 | |||
| 2(a). Re-election of Nancy Cruickshank as a Director | 116,161,307 | 99.26% | 862,131 | 0.74% | 117,051,353 | 27,915 | |||
| 2(b). Re-election of Nancy Dubuc as a Director | 114,626,918 | 98.11% | 2,211,551 | 1.89% | 117,051,353 | 212,884 | |||
| 2(c). Re-election of Paul Edgecliffe-Johnson as a Director | 116,995,407 | 99.98% | 25,042 | 0.02% | 117,051,353 | 30,904 | |||
| 2(d). Re-election of Alfred F. Hurley Jr as a Director | 114,411,536 | 97.77% | 2,608,915 | 2.23% | 117,051,353 | 30,902 | |||
| 2(e). Re-election of Peter Jackson as a Director | 117,015,179 | 99.99% | 6,918 | 0.01% | 117,051,353 | 29,256 | |||
| 2(f). Re-election of Holly Keller Koeppel as a Director | 112,216,704 | 95.89% | 4,806,538 | 4.11% | 117,051,353 | 28,111 | |||
| 2(g). Re-election of Carolan Lennon as a Director | 114,858,525 | 98.15% | 2,164,848 | 1.85% | 117,051,353 | 27,980 | |||
| 2(h). Re-election of Atif Rafiq as a Director | 116,901,059 | 99.90% | 121,108 | 0.10% | 117,051,353 | 29,186 | |||
| 3. To receive and consider the Annual Report on Remuneration for the year ended 31 December 2023 | 113,753,499 | 97.21% | 3,268,635 | 2.79% | 117,051,353 | 29,219 | |||
| 4. Authority to the Directors to set the remuneration of the Auditor for the year ended 31 December 2024 | 115,581,075 | 98.77% | 1,442,329 | 1.23% | 117,051,353 | 27,949 | |||
| 5. Authority to call extraordinary general meetings on 14 clear days' notice* | 113,112,709 | 96.66% | 3,911,029 | 3.34% | 117,051,353 | 27,615 | |||
| 6. Authority to allot shares | 113,991,023 | 97.41% | 3,030,962 | 2.59% | 117,051,353 | 29,368 | |||
| 7A. Dis-application of pre-emption rights* | 116,980,520 | 99.97% | 40,097 | 0.03% | 117,051,353 | 30,736 | |||
| 7B. Dis-application of pre-emption rights in connection with an acquisition or specified capital investment* | 116,795,379 | 99.81% | 226,258 | 0.19% | 117,051,353 | 29,716 | |||
| 8. Authority to purchase own shares* | 116,776,786 | 99.80% | 232,659 | 0.20% | 117,051,353 | 41,908 | |||
| 9. Authority to reissue Treasury Shares* | 116,993,547 | 99.99% | 15,131 | 0.01% | 117,051,353 | 42,675 | |||
| 10. To approve the Transfer of Flutter's Listing Category on the Official List of the FCA and on the Main Market of the London Stock Exchange plc from a Premium Listing to a Standard Listing* | 114,965,164 | 98.24% | 2,063,908 | 1.76% | 117,051,353 | 22,281 | |||
| 11. To approve the proposed updates to the Articles of Association* | 114,958,215 | 98.24% | 2,064,449 | 1.76% | 117,051,353 | 28,689 | |||
| | | |
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* 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 The total number of ordinary shares in issue on Wednesday, 1 May 2024 was 177,546,237. The Company does not currently hold any ordinary shares as Treasury Shares.
3 A vote "Withheld" is not a vote in law and is not counted in the calculation of the votes "For" or "Against" the resolution.
4 The total number of votes cast at the AGM (i.e. For, Against and Withheld) was 117,051,353 ordinary shares representing a 65.93% turnout.
The full text of the resolutions can be found in the Notice of AGM, which is available for inspection at the UK Financial Conduct Authority's ("FCA") National Storage Mechanism https://data.fca.org.uk/#/nsm/nationalstoragemechanism 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 FCA) will shortly be submitted to the FCA's National Storage Mechanism for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism and at: https://direct.euronext.com/#/oamfiling
Listing update
Flutter is pleased to announce that, following the passing of the requisite special resolution at the AGM by 98.24% of votes cast, Flutter will transfer its listing category on the Official List of the FCA and the Main Market of the London Stock Exchange plc from "Premium Listing (commercial company)" to "Standard Listing (shares)" to relocate Flutter's primary listing to the New York Stock Exchange (the "Proposed Transfer"). As set out in the Notice of Meeting, it is expected that the Proposed Transfer will take effect on May 31, 2024, more than 20 business days after the passing of the special resolution in compliance with the Listing Rules of the FCA.
Edward Traynor
Company Secretary
Flutter Entertainment plc
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