Flutter Entertainment : Special Business Resolutions AGM 2024

Flutter Entertainment plc

Company Number: 16956

Special business and special resolutions of Flutter Entertainment plc (the "Company") passed on 1 May 2024

The following resolutions were approved at the Company's Annual General Meeting duly convened and held on 1 May 2024 at Belfield Office Park, Beech Hill Road, Clonskeagh, Dublin 4, D04 V972, Ireland at 11.00am. Each of the resolutions were voted on by way of a poll.

The following resolutions were duly passed:

Special Resolution

Resolution 5: Convening of extraordinary general meetings on short notice

"That, it is hereby resolved that the provision in Article 59(a) of the Articles of Association of the Company allowing for the convening of an extraordinary general meeting by at least 14 clear days' notice (where such meetings are not convened for the passing of a special resolution) shall continue to be effective save that this Resolution 5 shall have no effect if Resolution 11 in this Notice of Meeting is approved by the requisite majority of shareholders."

Special Business

Resolution 6: Authority to allot shares

"That the Directors of the Company are hereby unconditionally authorised to exercise all the powers of the Company to allot relevant securities (within the meaning of section 1021 of the Companies Act 2014):

(i) up to an aggregate nominal amount of €5,321,971.44 (59,133,016 shares), representing approximately 33.33% of the aggregate nominal value of the issued share capital of the Company (excluding treasury shares) as at 21 March 2024 (the "Latest Practicable Date"); and

(ii) up to an aggregate nominal amount of €10,643,942.97 (118,266,033 shares) (such amount to be reduced by the aggregate nominal amount of relevant securities allotted under paragraph (i) of this Resolution 6), representing approximately 66.66% of the aggregate nominal value of the issued share capital of the Company (excluding treasury shares) as at the Latest Practicable Date, provided:

a. they are equity securities (within the meaning of section 1023(1) of the Companies Act 2014); and

b. they are offered by way of a rights issue or other pre-emptive issue to holders of ordinary shares on the register of members at such record dates as the Directors may determine where the equity securities respectively attributable to the interests of the ordinary shareholders are proportionate (as nearly as may be practicable) to the respective numbers of ordinary shares held by them on any such record dates, but subject to such exclusions or other arrangements as the Directors may deem necessary or expedient to deal with legal or practical problems in respect of overseas shareholders, fractional entitlements or otherwise.

The authority hereby conferred by this resolution will expire at the earlier of the close of the AGM of the Company held in 2025 or the close of business on 1 August 2025, unless previously renewed, varied or revoked by the Company in a general meeting, save that the Company may before such expiry make an offer or agreement which would, or might, require relevant securities to be allotted after such expiry and the Directors may allot relevant securities in pursuance of such offer or agreement as if the authority hereby conferred had not expired."

Resolution 7: Disapplication of statutory pre-emption rights

Resolution 7A

"That pursuant to Article 8(d) of the Articles of Association of the Company, the Directors of the Company be and are hereby empowered pursuant to the Companies Act 2014 to allot equity securities (as defined by section 1023 of the Companies Act 2014) for cash pursuant to the authority conferred on the Directors by Resolution 6 in the Notice of this meeting as if sub-section (1) of section 1022 of the Companies Act 2014 did not apply to any such allotment, provided that:

(i) such authority is to be limited to allotments for rights issues, open offers and other pre-emptive issues pursuant to the terms of Article 8(d)(i) of the Articles of Association; and

(ii) the nominal value of all equity securities allotted pursuant to this resolution (otherwise than under paragraph (i) above) together with the nominal value of any treasury shares (as defined in section 1078 of the Companies Act 2014), which may be re-issued pursuant to Resolution 9 during the period of this authority, may not exceed €798,295.68 (8,869,952 shares), which is equivalent to approximately 5% of the issued share capital of the Company (excluding treasury shares) as at the Latest Practicable Date.

The authority hereby conferred by this resolution will expire at the earlier of the close of the AGM of the Company held in 2025 or the close of business on 1 August 2025, unless previously renewed, varied or revoked, provided that the Company may make an offer or agreement before the expiry of this authority, which would, or might, require any such securities to be allotted after this authority has expired, and in that case, the Directors may allot equity securities in pursuance of any such offer or agreement as if the authority conferred hereby had not expired."

Resolution 7B

"That pursuant to Article 8(d) of the Articles of Association of the Company, the Directors of the Company be and are hereby empowered pursuant to the Companies Act 2014 in addition to any authority granted under Resolution 7A to allot equity securities (as defined by section 1023 of the Companies Act 2014) for cash pursuant to the authority conferred on the Directors by Resolution 6 in the Notice of this meeting as if sub-section (1) of section 1022 of the Companies Act 2014 did not apply to any such allotment, provided that:

(i) the proceeds of any such allotment are to be used only for the purposes of financing (or re-financing, if the authority is to be used within six months after the original transaction) a transaction which the Directors determine to be an acquisition or other capital investment of a kind contemplated by the Statement of Principles on Disapplying Pre-Emption Rights most recently published by the Pre-Emption Group prior to the date of this Notice; and

(ii) the nominal value of all equity securities allotted pursuant to this authority together with the nominal value of any treasury shares (as defined in section 1078 of the Companies Act 2014), which may be re-issued pursuant to Resolution 9 during the period of this authority, may not exceed €798,295.68 (8,869,952 shares), which is equivalent to approximately 5% of the issued share capital of the Company (excluding treasury shares) as at the Latest Practicable Date.

The authority hereby conferred by this resolution will expire at the earlier of the close of the AGM of the Company held in 2025 or the close of business on 1 August 2025, unless previously renewed, varied or revoked, provided that the Company may make an offer or agreement before the expiry of this authority, which would, or might, require any such securities to be allotted after this authority has expired, and in that case, the Directors may allot equity securities in pursuance of any such offer or agreement as if the authority conferred hereby had not expired."

Resolution 8: Authority to purchase own shares

That the Company and/or any subsidiary (as defined by section 7 of the Companies Act 2014) be generally and unconditionally authorised to purchase ordinary shares of the Company on any securities market (within the meaning of section 1072 of the Companies Act 2014), on such terms and conditions and in such manner as the Directors may from time to time determine but subject to the following conditions:

(i) the maximum number of ordinary shares authorised to be purchased is 17,739,905 (representing approximately 10% of the issued share capital of the Company (excluding treasury shares) on the Latest Practicable Date) or, if less, the number representing approximately 10% of the issued share capital of the Company (excluding treasury shares) on the date on which this resolution is passed;

(ii) the minimum price (excluding expenses) which may be paid for any ordinary share shall be an amount equal to the nominal value thereof; and

(iii) the maximum price (excluding expenses) which may be paid for any ordinary share shall be:

a. for any ordinary share purchased on the New York Stock Exchange, the higher of (A) an amount equal to 105% of the average closing prices of the Company's ordinary shares on the New York Stock Exchange for the five trading days prior to the date of purchase; and (B) the higher of the price of the last independent trade of an ordinary share and the highest current independent bid for an ordinary share on the trading venue where the purchase is carried out;

b. for any ordinary share purchased on the London Stock Exchange, the higher of (A) an amount equal to 105% of the average closing prices of the Company's ordinary shares on the London Stock Exchange Daily Official List (determined on the basis of the information published by the relevant authority in relation to dealings on the London Stock Exchange or its equivalent) for the five trading days prior to the date of purchase; and (B) the higher of the price of the last independent trade of an ordinary share and the highest current independent bid for an ordinary share on the trading venue where the purchase is carried out; and

c. for any ordinary share purchased on any trading venue other than the New York Stock Exchange or the London Stock Exchange, the higher of (A) an amount equal to 105% of the average closing prices of the Company's ordinary shares on the trading venue on which the purchase occurs (determined on the basis of the information published by the relevant authority in relation to dealings on such trading venue or its equivalent) for the five trading days prior to the date of purchase; and (B) the higher of the price of the last independent trade of an ordinary share and the highest current independent bid for an ordinary share on the trading venue where the purchase is carried out.

The authority hereby conferred by this resolution will expire at the earlier of the close of the AGM of the Company held in 2025 or the close of business on 1 August 2025, unless previously renewed, varied or revoked, provided that the Company may make an offer or agreement to purchase shares under this authority before the expiry of this authority, and concluded in whole or in part after the expiry of this authority."

Resolution 9: Re-issue price of treasury shares

"That, for the purposes of section 1078 of the Companies Act 2014, the re-issue price range at which any treasury shares (as defined by the said section 1078) for the time being held by the Company may be re-issued off market shall be as follows:

(i) the maximum price at which a treasury share may be re-issued off market shall be an amount equal to 120% of the "appropriate price"; and

(ii) the minimum price at which a treasury share may be re-issued off market shall be the nominal value of the share where such share is required to satisfy an obligation under an employees' share scheme (as defined in the Companies Act 2014) operated by the Company or any of its subsidiaries (as defined by section 7 of the Companies Act 2014) or, in all other cases, an amount equal to 95% of the appropriate price.

For the purposes of this resolution, the expression "appropriate price" shall mean, in the case of (i) above, the higher of the average price determined by (A) and (B) below, and in the case of (ii) above, the lower of the average share price determined by (A) and (B) below:

(A) the average closing prices per ordinary share of the Company on the New York Stock Exchange for the five trading days prior to the date of reissue; and

(B) the average closing prices per ordinary share of the Company on the London Stock Exchange Daily Official List (determined on the basis of the equivalent information published by the relevant authority in relation to dealings on the London Stock Exchange or its equivalent) for the five trading days prior to the date of re-issue.

The authority hereby conferred by this resolution will expire at the earlier of the close of the AGM of the Company held in 2025 or the close of business on 1 August 2025, unless previously renewed or varied, in accordance with the provisions of section 109 and 1078 of the Companies Act 2014."

Resolution 10: Approval of the Proposed 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 (the "Proposed Transfer")

"That the proposed transfer of the Company's category of equity share listing on the Official List of the UK Financial Conduct Authority and on the Main Market of the London Stock Exchange plc from a Premium Listing to a Standard Listing ("Proposed Transfer") be and is hereby approved and the Directors of the Company be and are hereby authorised to (i) cause such Proposed Transfer to be effected; and (ii) do and/or procure to be done all such acts or things as they may consider necessary or desirable in connection therewith."

Resolution 11: Adoption of the new Articles of Association of the Company in connection with the Proposed Transfer (the "New Articles")

"That the Articles of Association produced to the meeting (and for the purpose of identification signed by the Chair of the meeting) be adopted as the Articles of Association of the Company in substitution for and to the exclusion of the existing Articles of Association of the Company with effect from the effective date of the Proposed Transfer."

EDWARD TRAYNOR

Company Secretary

Flutter Entertainment plc