Flutter Entertain — AGM Information 2020

Apr 21, 2020

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date: 2020-04-21 16:23:00+00:00
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Special Business of Flutter Entertainment plc (the “Company”) passed on 21 April 2020

The following resolutions were approved at the Company’s Extraordinary General Meeting duly convened and held on 21 April 2020 at Arthur Cox, Ten Earlsfort Terrace, Dublin 2, D02 T380, Ireland at 11.00am. Each of the resolutions were voted on by way of a poll.

Resolutions one to four (inclusive) were passed as ordinary resolutions, and resolutions five and six as special resolutions.

The following resolutions were duly passed as special business:

1. To approve the recommended all-share combination between the Company and The Stars Group Inc. (the “Combination”)

“That, subject to and conditional on the passing of resolution 2 set out in this Notice, the proposed

recommended all-share combination between the Company and The Stars Group Inc. on the terms, and subject to the conditions, of the Arrangement Agreement (as defined in the circular of the Company to its shareholders dated 27 March 2020 (the “Circular”)) including any ancillary or associated agreements contemplated by the Arrangement Agreement and/or described in the Circular (the “Combination”), which constitutes a reverse takeover for the purpose of the Listing Rules of the United Kingdom Financial Conduct Authority, be and is hereby approved and the board of directors of the Company (or any duly authorised committee thereof) be and is hereby authorised:

(a) to do or procure to be done all such acts and things on behalf of the Company and any of subsidiaries as the directors (or any duly authorised committee thereof) consider necessary, desirable or expedient to implement, or otherwise in connection with, the Combination; and

(b) to agree such modifications, variations, revisions, waivers, extensions, additions or amendments to any of the terms and conditions of the Combination and/or to any documents relating to it, as the directors (or any duly authorised committee thereof) may in their absolute discretion think fit, provided such modifications, variations, revisions, waivers, extensions, additions or amendments are not of a material nature.”

1. To authorise the directors to allot shares in connection with the Combination

“That, subject to and conditional on the passing of resolution 1 set out in this Notice, and in addition, and without prejudice, to all existing authorities given to the directors of the Company for the purposes of section 1021 of the Companies Act 2014, the directors of the Company be and are hereby generally and unconditionally authorised to exercise all powers of the Company to allot relevant securities (within the meaning of section 1021 of the Companies Act 2014) up to an aggregate nominal amount of €5,987,861 (66,531,782 ordinary shares of €0.09 each (“Ordinary Shares”)), being the Ordinary Shares to be allotted pursuant to the Combination; and the authority hereby conferred shall expire on the Long Stop Date (as defined in the Circular), 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 any such securities in pursuance of any such offer or agreement as if the authority hereby conferred had not expired.”

1. To increase the maximum number of directors of the Company

“That, subject to and conditional on completion of the Combination, for the purpose of Article 79 of the Articles of Association of the Company, the number of directors of the Company shall be not more than fifteen nor less than four, unless otherwise determined by the Company in general meeting.”

1. To approve the capitalisation of the Company’s merger reserve account balance following the Combination

“That, subject to and conditional on completion of the Combination, for the purposes of Article 125 of the Articles of Association of the Company, the capitalisation of any amount standing to the credit of the merger reserve account of the Company resulting from the issuance of New Flutter Shares (as defined in the Circular) pursuant to the Combination for the purpose of applying such sum in paying up in full unissued shares to be allotted as fully paid bonus shares in accordance with the said Article 125 (the “Capitalisation”) be and is hereby approved and the board of directors of the Company, acting through one or more of the Company’s directors, be and is hereby authorised to determine, on behalf of the Company, the amount of the Capitalisation, to determine whether or not to proceed with the Capitalisation and to implement any such Capitalisation in accordance with the provisions of Article 126 of the Articles of Association of the Company.”

1. To approve a reduction in the company capital of the Company

“That, subject to and conditional on completion of the Combination, the Capitalisation occurring and the confirmation of the High Court pursuant to sections 84 and 85 of the Companies Act 2014:

(a) in accordance with section 84 of the Companies Act 2014, the company capital of the Company be reduced by the cancellation of up to the entire amount of the undenominated capital standing to the credit of the Company’s share premium account arising from the Capitalisation and the reserve resulting from the cancellation of such undenominated capital shall be treated as profits available for distribution as defined by section 117 of the Companies Act 2014; and

(b) the board of directors of the Company, acting through one or more of the Company’s directors, be and is hereby authorised to determine, on behalf of the Company, the amount of undenominated capital to be reduced pursuant to paragraph (a) of this resolution, provided such amount shall not exceed the amount of undenominated capital created by the Capitalisation, and to proceed to seek the confirmation of the High Court to such reduction of company capital pursuant to sections 84 and 85 of the Companies Act 2014 or to determine not to proceed to seek the confirmation of the High Court at all.”

6. To amend the articles of association to reduce the quorum for general meetings

“That Article 60(a) of the Articles of Association of the Company shall be amended to replace the words “ten persons entitled to vote” with “two persons entitled to vote”.”

EDWARD TRAYNOR

Company Secretary

Flutter Entertainment plc