Flutter Entertain — AGM Information 2020

Dec 29, 2020

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author: Maura McLaughlin
date: 2020-12-29 09:43:00+00:00

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29 December 2020

Flutter Entertainment plc (the “Company”)

Results of Extraordinary General Meeting

The Company announces that the resolution proposed at its Extraordinary General Meeting held today, Tuesday 29 December 2020, was approved. The Extraordinary General Meeting was in connection with the proposed accelerated acquisition of approximately 37.2% of the issued and outstanding units of FanDuel Group Parent LLC from Fastball Holdings LLC (the “Transaction”).

The resolution as set out in the Notice of Extraordinary General Meeting (the “Resolution”) was duly passed on a poll. The number of votes for and against the Resolution and the number of votes withheld were as follows:

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 Tuesday, 29 December 2020 is 163,315,135.

4 The total number of votes cast (i.e. For, Against and Withheld) was 119,616,243 ordinary shares representing a 73.24% turnout.

The full text of the Resolution can be found in the Notice of Extraordinary General Meeting, which was included in the circular sent to shareholders on 10 December 2020 (the “Circular”). This is available for inspection at the UK’s National Storage Mechanism https://data.fca.org.uk/#/nsm/nationalstoragemechanism, at Euronext Dublin’s Company Announcements Office, Euronext Dublin, 28 Anglesea Street, Dublin 2, Ireland, and on the Company’s website at www.flutter.com/investors/shareholder-centre/agm

Closing of the Transaction is expected to occur tomorrow, Wednesday 30 December 2020. At this time, 11,747,205 new Ordinary Shares will be issued to Fastball credited as fully paid. Applications have been made for the admission of the 11,747,205 new Ordinary Shares to (a) the premium listing segment of the Official List of the Financial Conduct Authority of the United Kingdom (the "FCA") and to trading on the London Stock Exchange plc's (the "London Stock Exchange") main market for listed securities and (b) to a secondary listing on the Official List of The Irish Stock Exchange plc, trading as Euronext Dublin ("Euronext Dublin") and to trading on the Euronext Dublin Market operated by Euronext Dublin (together, "Admission").

Following Admission, the total number of shares in issue in the Company will be 177,027,940 (including 1,965,600 treasury shares). Therefore, following Admission, the total number of voting shares in Flutter in issue will be 175,062,340. This figure may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in the Company under the Transparency (Directive 2004/109/EC) Regulations 2007 of Ireland and the Irish Transparency Rules.

Unless otherwise defined, all capitalised terms in this Announcement have the same meaning as those contained in the Circular. All references in this Announcement to times are to times in Dublin (unless otherwise stated).

Edward Traynor

Company Secretary

Flutter Entertainment plc

Resolution	Votes For1	Votes For1	Votes Against	Votes Against	Total Votes	Votes Withheld2
	No. of shares	%	No. of shares	%	No. of shares	No. of shares
To approve the Transaction	119,522,524	99.99	118	0.01	119,616,243	93,601