Flutter Entertain — AGM Information 2020

May 14, 2020

National Storage Mechanism | Additional information

RNS Number : 9582M

Flutter Entertainment PLC

14 May 2020

14 May 2020

Flutter Entertainment plc (the "Company")

Results of Annual General Meeting 2020

The Company announces that the following resolutions were approved at its Annual General Meeting ("AGM") held on Thursday, 14 May 2020.

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 votes	Votes Withheld2
	No. of shares	%	No. of shares	%	No. of shares	No. of 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 2019 and the reports of the Directors and External Auditor thereon	56,179,841	99.98	9,236	0.02	56,252,999	63,922
2. To receive and consider the Directors' Remuneration Report for the year ended 31 December 2019	55,859,906	99.30	392,940	0.70	56,254,924	2,078
3. To approve the Directors' Remuneration Policy	53,240,152	94.64	3,012,332	5.36	56,254,924	2,440
4B(i). Election of Rafael (Rafi) Ashkenazi as a Director	56,179,347	99.87	72,564	0.13	56,253,000	1,089
4B(ii). Election of Nancy Cruickshank as a Director	56,084,197	99.70	167,864	0.30	56,253,000	939
4B(iii). Election of Richard Flint as a Director	56,182,499	99.88	68,354	0.12	56,253,000	2,147
4B(iv). Election of Divyesh (Dave) Gadhia as a Director	56,184,969	99.88	67,242	0.12	56,253,000	789
4B(v). Election of Andrew Higginson as a Director	56,103,729	99.75	142,833	0.25	56,252,999	6,437
4B(vi). Election of Alfred F. Hurley, Jr as a Director	56,138,705	99.86	77,243	0.14	56,252,999	37,051
4B(vii). Election of David Lazzarato as a Director	56,178,247	99.87	73,564	0.13	56,253,000	1,189
4B(viii). Election of Mary Turner as a Director	56,202,480	99.91	49,731	0.09	56,253,000	789
4B(ix). Re-election of Zillah Byng-Thorne as a Director	45,986,511	81.80	10,232,569	18.20	56,254,923	35,843
4B(x). Re-election of Michael Cawley as a Director	49,343,079	87.72	6,908,980	12.28	56,252,998	939
4B(xi). Re-election of Ian Dyson as a Director	56,012,479	99.57	239,581	0.43	56,252,999	939
4B(xii). Re-election of Jonathan Hill as a Director	56,230,690	99.96	21,371	0.04	56,253,000	939
4B(xiii). Re-election of Peter Jackson as a Director	56,247,682	99.99	4,448	0.01	56,253,000	870
4B(xiv). Re-election of Gary McGann as a Director	54,152,281	96.27	2,099,778	3.73	56,252,998	939
4B(xv). Re-election of Peter Rigby as a Director	56,023,400	99.60	227,302	0.40	56,252,999	2,297
5. To approve an increase in the maximum aggregate amount of ordinary remuneration payable to Directors	56,203,940	99.92	42,232	0.08	56,249,400	3,228
6. Authority to the Directors to set the remuneration of the External Auditor	56,237,764	99.98	10,660	0.02	56,249,399	975
7. Authority to call extraordinary general meetings on 14 clear days' notice*	54,948,796	97.68	1,303,484	2.32	56,253,000	720
8. Authority to increase the authorised share capital	55,426,056	98.53	825,138	1.47	56,253,000	1,806
9.Authority to allot shares5	41,478,953	73.74	14,773,176	26.26	56,252,999	870
10A. Dis-application of pre-emption rights*	56,243,065	99.99	7,455	0.01	56,253,000	2,480
10B. Dis-application of pre-emption rights in connection with an acquisition or specified capital investment*	56,240,538	99.98	9,981	0.02	56,252,999	2,480
11. Authority to purchase own shares*	56,168,290	99.86	79,803	0.14	56,252,999	4,906
12. Authority to reissue Treasury Shares*	56,215,901	99.94	32,082	0.06	56,252,999	5,016
13. Adoption of the Flutter Entertainment plc Restricted Share Plan	55,989,735	99.54	261,565	0.46	56,253,000	1,700
14. To approve payment of the Final 2019 Dividend by way of a bonus issue of new ordinary shares	56,184,835	99.88	67,294	0.12	56,252,999	870

* Denotes Special Resolutions

NOTES:

1 Votes "For" and "Against" are expressed as a percentage of votes received. The "For" votes include those giving the Chairman 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, 14 May 2020 was 144,921,378.

4 Following completion of the Combination with The Stars Group, Inc. ("TSG") on 5 May 2020, TSG shares were exchanged for Flutter shares at the ratio of 1 TSG share for 0.2253 Flutter Shares. Due to the timing of completion and the time it normally takes for shares to settle in North America, TSG shareholders have not been able to vote on the resolutions proposed at this meeting. As a result, this has impacted on voting turnout. 

5 The Board notes that, although Resolution 9 was passed with the necessary majority, 26.26% of votes received were against. Resolution 9 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.

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 www.morningstar.co.uk/uk/NSM, 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 www.morningstar.co.uk/uk/NSM 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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