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Flutter Entertain AGM Information 2022

Mar 25, 2022

1965_agm-r_2022-03-25_65dc5c30-ae53-4bc5-a5cc-076385444f56.pdf

AGM Information

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Notice of Meeting 2022 Flutter Entertainment plc 1

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt about the action you should take, you are recommended to immediately seek your own personal financial advice from your stockbroker, bank manager, solicitor, accountant or other independent professional financial adviser who, if you are taking advice in Ireland, is authorised or exempted pursuant to the European Union (Markets in Financial Instruments) Regulations 2017 of Ireland (as amended) or the Investment Intermediaries Act 1995 of Ireland (as amended), or, in the case of shareholders in the United Kingdom, a firm authorised under the Financial Services and Markets Act 2000 of the United Kingdom (as amended).

If you have sold or transferred all of your registered holding of Flutter Entertainment plc shares, please forward this document and the accompanying Form of Proxy to the purchaser or transferee, or to the stockbroker, bank or other agent through or by whom the sale or transfer was effected, for delivery to the purchaser or transferee. If you sell, or have sold, or otherwise transferred, only part of your holding of Flutter Entertainment plc shares, you should retain these documents and consult the stockbroker, bank or other agent through whom the sale or transfer was effected.

FLUTTER ENTERTAINMENT PLC

(incorporated and registered in Ireland with limited liability with registered number 16956)

Notice of Annual General Meeting

Thursday, 28 April 2022

A letter from the Chair of Flutter Entertainment plc (the "Company" and together with its subsidiaries the "Group") is set out on pages 3 to 8 of this document.

Your attention is drawn to the Notice of the Annual General Meeting ("AGM") of the Company to be held at 11.00 am (Irish time) on Thursday, 28 April 2022 at Belfield Office Park, Beech Hill Road, Clonskeagh, Dublin, D04 V972, Ireland, which is set out on pages 9 to 11 of this document.

While we expect the AGM to proceed as planned on 28 April 2022, Flutter considers the well-being of our shareholders, colleagues and other stakeholders as a top priority and, in this context, we are closely monitoring the Covid-19 situation and any public health guidelines issued by the Government of Ireland and the Department of Health in relation to the pandemic. Flutter will take all such guidelines into account in the conduct of the AGM. As the conditions of, and public health guidelines in relation to, the Covid-19 pandemic can change rapidly, we strongly encourage shareholders to submit a proxy voting instruction in advance of the AGM to ensure they can vote and be represented at the AGM. The deposit of an instrument of proxy will not preclude a member from attending and voting in person at the AGM or at any adjournment thereof, subject to compliance with applicable public health guidelines. Any relevant updates regarding the AGM, including any changes to the arrangements outlined in this letter, will be available on www.flutter.com/investors/shareholder-information/agm.

Shareholder participation and engagement remains important to us and we note the ongoing risk that the Covid-19 pandemic and the associated public health guidelines could change between the date of publication of this Notice of AGM and the date of the AGM, therefore, we are pleased to be able to provide a facility for shareholders to view the AGM remotely and submit questions to the Chair on the business of the meeting, should they wish to do so, by using the Lumi platform. Further information on accessing the Lumi platform is set out below under the heading "Viewing the AGM electronically using the Lumi platform" on page 7 of this document and on our website at www.flutter.com/investors/shareholder-information/agm. Shareholders wishing to vote at the AGM will still need to submit proxy voting instructions by the relevant deadlines before the AGM, as it will not be possible to vote at the AGM using the Lumi platform.

Shareholders are entitled to appoint a proxy in respect of the AGM. The process for appointing a proxy and/or voting at the meeting will depend on the manner in which you hold your ordinary shares. Further information on the procedures to be followed in order to validly appoint a proxy are set out under the heading "Further action" on page 5 of this document and in the notes to the Notice of AGM.

In particular, persons who hold their interests in ordinary shares as Belgian law rights through the securities settlement system operated by Euroclear Bank SA/NV ("Euroclear Bank") (the "EB System") or as CREST Depository Interests ("CDIs") through the CREST System ("CREST") should consult with their stockbroker or other intermediary at the earliest opportunity for further information on the processes and timelines for submitting proxy votes for the AGM through the respective systems.

As the Covid-19 pandemic and associated public health guidelines remain changeable, we strongly encourage all shareholders to appoint the Chair of the AGM as their proxy rather than a named person to ensure they can exercise their vote and be represented at the AGM in the event that any such changes require the AGM to be held under constrained circumstances.

All proxy voting instructions (whether submitted directly by way of a completed Form of Proxy in the case of holders of ordinary shares in certificated (i.e. paper) form or through the Euroclear System (in the case of Euroclear Bank Participants) or CREST (in the case of holders of CDIs)) must be received by the Company's Registrar by no later than 11.00 am (Irish time) on Tuesday, 26 April 2022 (or, in the case of an adjournment, no later than 48 hours before the time fixed for holding the adjourned meeting). Persons holding interests in ordinary shares through the Euroclear System or CREST (via a holding in CDIs) will also need to comply with any additional voting deadlines imposed by the respective service offerings. All such persons are recommended to consult with their stockbroker or other intermediary at the earliest opportunity.

This document, and the accompanying Form of Proxy, has been sent to shareholders on the register of members at close of business on Monday 14 March 2022.

Contents

Expected Timetable of Events 2
Agenda of Annual General Meeting 2
Letter from the Chair 3
Notice of Annual General Meeting 9
Notes to the Notice of Annual General Meeting 12

Expected Timetable of Events

The dates and times given in the table below are indicative only. If any dates and/or times in this expected timetable change, the revised dates and/or times will be notified to shareholders by announcement through a Regulatory Information Service.

Latest time for return of voting instructions to Broadridge by CDI Holders

7.00 pm (Irish time) on Friday, 22 April 2022

Record date for Annual General Meeting

Close of business on Sunday, 24 April 2022

Latest time for return of voting instructions to EB by EB Participants

10.00 am (Irish time) on Tuesday, 26 April 2022

Latest time for return of completed Forms of Proxy by holders of certificated shares

11.00 am (Irish time) on Tuesday, 26 April 2022

Annual General Meeting

11.00 am (Irish time) on Thursday, 28 April 2022

Agenda of Annual General Meeting

Ordinary business

    1. Following a review of the Company's affairs, to receive and consider the Company's financial statements for the year ended 31 December 2021 and the reports of the Directors and Auditor thereon.
    1. To receive and consider the Remuneration Committee Chair's Statement and the Annual Report on Remuneration for the year ended 31 December 2021.
    1. Election of Directors.
    1. Re-election of Directors.
    1. Fixing of the remuneration of the Auditor.
    1. Authorisation to retain the power to convene an extraordinary general meeting on not less than 14 clear days' notice.

Special business

    1. Authorisation to allot relevant securities.
    1. Authorisations to dis-apply statutory pre-emption rights.
    1. Authorisation of market purchases of the Company's own shares.

10.Determination of the price range for the re-issue of treasury shares off-market.

Letter from the Chair

Flutter Entertainment plc

(incorporated and registered in Ireland with limited liability with registered number 16956)

Directors

Gary McGann (Chair) Peter Jackson (Chief Executive Officer) Jonathan Hill (Chief Financial Officer) Andrew Higginson (Senior Independent Director) Zillah Byng-Thorne (Non-Executive Director) Michael Cawley (Non-Executive Director) Nancy Cruickshank (Non-Executive Director) Nancy Dubuc (Non-Executive Director) Richard Flint (Non-Executive Director) Alfred F. Hurley, Jr. (Non-Executive Director) Holly Keller Koeppel (Non-Executive Director) David Lazzarato (Non-Executive Director) Atif Rafiq (Non-Executive Director) Mary Turner (Non-Executive Director)

25 March 2022

Dear Shareholder

I am writing to convene this year's Annual General Meeting ("AGM") of Flutter Entertainment plc (the "Company" or "Flutter") to be held at 11.00 am (Irish time) on Thursday, 28 April 2022 at Belfield Office Park, Beech Hill Road, Clonskeagh, Dublin, D04 V972, Ireland. Flutter considers the well-being of our shareholders, colleagues and other stakeholders as a top priority and, in this context, we are closely monitoring the Covid-19 situation and any public health guidelines issued by the Government of Ireland and the Department of Health in relation to the pandemic. Flutter will take all such guidelines into account in the conduct of the AGM. While we expect the AGM to proceed as planned on 28 April 2022, the conditions of, and public health guidelines in relation to, the Covid-19 pandemic can change rapidly and I strongly encourage you to submit a proxy voting instruction in advance of the AGM to ensure that you can vote and be represented at the AGM. The deposit of an instrument of proxy will not preclude a member from attending and voting in person at the AGM or at any adjournment thereof, subject to compliance with applicable public health guidelines.

Shareholder participation and engagement remains important to us and therefore shareholders will be provided with a facility to view the AGM remotely and submit questions to the Chair on the business of the meeting, should they wish to do so, by using the Lumi webcasting platform. Further information on accessing the Lumi platform is set out below under the heading "Viewing the AGM electronically using the Lumi platform" on page 7 of this document and on our website at www.flutter.com/investors/ shareholder-information/agm. Shareholders wishing to vote at the AGM will still need to submit proxy voting instructions by the relevant deadlines before the AGM, as it will not be possible to vote using the Lumi platform.

Before the AGM, a shareholder may also submit a question in writing, to be received at least 3 hours before the meeting (i.e. 8am (Irish time) on Thursday, 28 April 2022) by email to [email protected] or by post to the Company Secretary, Flutter Entertainment plc, Belfield Office Park, Beech Hill Road, Clonskeagh, Dublin, D04 V972, Ireland. All correspondence should include sufficient information to identify that the person submitting the question is a shareholder of the Company.

Responses to the most common questions will be posted on our website at www.flutter.com/investors/shareholder-information/agm and we also anticipate responding to all questions individually by correspondence.

This letter briefly explains the business to be transacted at the AGM. Your attention is drawn to the Notice of AGM, which is set out on pages 9 to 11 of this document, as well as the Company's Annual Report and Accounts for the year ended 31 December 2021 (the "Annual Report 2021"), which has been published on our website www.flutter.com/investors/results-reports-andpresentations/year/2022/.

In addition to the ordinary business to be transacted at the AGM as set out in Resolutions 1 to 6, various items of special business are included in the Notice of AGM and further described below. All resolutions are unanimously recommended by the Board for approval.

Resolution 1: Financial Statements

Resolution 1 is to receive and consider the Company's Financial Statements for the year ended 31 December 2021 and the reports of the Directors and Auditor thereon as set out in the Annual Report 2021, following a review of the Company's affairs.

Letter from the Chair continued

Resolutions 2: Directors' remuneration

Resolution 2 is to receive and consider the Remuneration Committee Chair's Statement and the Annual Report on Remuneration set out in the Annual Report 2021 on pages 136 to 139 and 141 to 150, respectively. This is an advisory resolution and is not binding on the Company.

Resolutions 3 and 4: Election/Re-election of Directors

Resolution 3 proposes the election of Nancy Dubuc, Holly Keller Koeppel and Atif Rafiq as Directors of the Company. Nancy Dubuc, Holly Keller Koeppel and Atif Rafiq were appointed by the Directors of the Company on 29 April 2021, 13 May 2021 and 10 December 2021 respectively, and, in accordance with the Articles of Association of the Company and the recommendation of the UK Corporate Governance Code 2018, shall retire and put themselves forward for election by shareholders at this AGM.

Resolution 4 proposes the re-election of each of Zillah Byng-Thorne, Nancy Cruickshank, Richard Flint, Andrew Higginson, Jonathan Hill, Alfred F. Hurley, Jr., Peter Jackson, David Lazzarato, Gary McGann, and Mary Turner as Directors of the Company. The Directors seeking re-election under Resolution 4 will be doing so in accordance with the requirements of Regulation 91(a) of Flutter's Articles of Association and the recommendation of the UK Corporate Governance Code 2018 that each Director retire at the AGM, with those being eligible offering themselves for re-election.

All Directors seeking election and re-election under Resolutions 3 and 4 are considered to be making an effective contribution to their roles on the Board, bringing relevant knowledge, diversity of perspective and an ability and willingness to challenge and each retains a strong commitment to the role. Accordingly, the Board recommends the election and re-election of each of the Directors proposed in Resolutions 3 and 4. Each of the election and re-election resolutions will be put to the meeting as separate resolutions. Biographical information for each Director seeking election or re-election is set out in the Annual Report 2021 on pages 96 to 99.

As announced by the Company on 22 February 2022, Michael Cawley has decided not to seek re-election at the AGM and will therefore step down from the Board at the conclusion of the AGM. As also announced by the Company on 22 February 2022, Zillah Byng-Thorne will seek re-election at the AGM but will step down as a Non-Executive Director before the Company's annual general meeting in 2023. I would again like to take this opportunity to thank both Zillah and Michael for their exceptional contribution and wish Michael well for the future. I look forward to continuing to work with Zillah during her remaining term as a Director.

Resolution 5: Remuneration of the Auditor

Resolution 5 authorises the Directors to fix the remuneration of the Company's Auditor for the year ending 31 December 2022.

Resolution 6: Convening of extraordinary general meetings on short notice

In Resolution 6, shareholders are being asked to maintain the existing authority in the Articles of Association which permits the Company to convene an extraordinary general meeting on not less than 14 clear days' notice in writing where the purpose of the meeting is to consider an ordinary resolution. As a matter of policy, the 14 clear days' notice will only be utilised where the Directors believe that it is merited by the business of the meeting and the circumstances surrounding such business.

Resolution 7: Authority to allot shares

Resolution 7 is divided into two parts. In paragraph (i), shareholders are being asked, in line with the principles of the guidance issued by the Investment Association, to renew the Directors' authority to allot equity securities up to a maximum nominal amount of 33.33% of the issued share capital of the Company (excluding treasury shares) as at 15 March 2022 (being the latest practicable date before publication of this document) (the "Latest Practicable Date"), which would be equivalent to an aggregate nominal value of €5,271,357.51 (representing 58,570,639 ordinary shares).

In paragraph (ii) of Resolution 7, shareholders are being asked, again in line with the principles of the guidance issued by the Investment Association, to grant the Directors authority to allot up to 66.66% of the issued share capital of the Company (excluding treasury shares) as at the Latest Practicable Date, which would be equivalent to an aggregate nominal value of €10,542,715.02 (representing 117,141,278 ordinary shares), provided the allotment is made in connection with a rights issue or other pre-emptive issue in favour of holders of equity securities. The amount in paragraph (ii) would be reduced by the nominal amount of any ordinary shares already issued or assigned under the authority conferred by paragraph (i) of Resolution 7, so that the Company would not have the power to issue in total more than 66.66% of its issued share capital pursuant to the authority granted by this resolution.

On 25 August 2021, Flutter announced the cancellation of the 1,965,600 ordinary shares previously held by the Group as treasury shares. As a result, no treasury shares were held by the Group as at the Latest Practicable Date.

If Resolution 7 is passed, this authority will expire at the close of the AGM of the Company held in 2023 or the close of business on 28 July 2023 (whichever is earlier). Save for the allotment of shares in respect of the Group's employee share schemes, as at the date of this document the Board has no current intention to exercise this authority and intends to comply with the guidance issued by the Investment Association.

Resolution 8: Disapplication of statutory pre-emption rights

Resolution 8A is a special resolution which asks shareholders to renew the Directors' authority to allot shares for cash without first being required to offer them to existing shareholders of the Company. It gives the Directors authority to allot shares up to 5% of the issued share capital of the Company (excluding treasury shares) as at the Latest Practicable Date, which would be equivalent to an aggregate nominal value of €790,703.55 (representing 8,785,595 ordinary shares). If renewed, this authority will expire at the close of the AGM of the Company held in 2023 or the close of business on 28 July 2023 (whichever is earlier).

Resolution 8B is a special resolution which asks shareholders to grant the Directors an additional authority to dis-apply statutory pre-emption rights in relation to allotments of new shares for cash in connection with an acquisition or specified capital investment. It gives the Directors further authority to allot shares up to 5% of the issued share capital of the Company (excluding treasury shares) as at the Latest Practicable Date, which would be equivalent to an aggregate nominal value of €790,703.55 (representing 8,785,595 ordinary shares). The additional authority is being sought in line with the Pre-Emption Group's Statement of Principles. The authority to allot the additional 5% in Resolution 8B would be used only in connection with an acquisition or specified capital investment which is announced contemporaneously with the issue, or which has taken place in the preceding six-month period and is disclosed in the announcement of the issue. If granted, this authority will expire at the close of the AGM of the Company held in 2023 or the close of business on 28 July 2023 (whichever is earlier).

As at the date of this document the Board has no current intention to exercise the authority under Resolutions 8A or 8B. Nevertheless, the Board considers that it is important that shareholders renew these authorities in order to preserve the flexibility of the Company to respond to market challenges and opportunities in line with its peers.

Resolution 9: Authority to purchase own shares

In Resolution 9, shareholders are being asked to renew the authority of the Company, or any subsidiary, to make market purchases of the Company's shares of up to 10% of the issued share capital of the Company (excluding treasury shares) as at the Latest Practicable Date (or, if less, up to 10% of the issued share capital (excluding treasury shares) on the date on which Resolution 9 is passed). The price range at which ordinary shares may be acquired cannot be less than the nominal value of the Company's shares and cannot be greater than the higher of (i) an amount equal to 105% of the average of the middle market quotations of an ordinary share of the Company for the five business days immediately preceding the day on which the ordinary share is contracted to be purchased; and (ii) an amount equal to 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 market where the purchase is carried out. Shares purchased by the Company may be cancelled or held in treasury pending cancellation or re-issue.

As at the Latest Practicable Date, the total number of options to subscribe for shares in the Company is 2,712,062 which represents 1.54% of the total voting rights of the Company on that date. This percentage would increase to 1.71% if the full authority to buy back shares were used.

If renewed, this authority will expire at the close of the AGM of the Company held in 2023 or the close of business on 28 July 2023 (whichever is earlier). The Board will only exercise the power to purchase shares in the future at price levels at which it considers purchases to be in the best interests of the shareholders generally after taking account of the Group's overall financial position. The Board has no current intention to exercise this authority.

Resolution 10: Re-issue price of treasury shares

In Resolution 10, shareholders are being asked to pass a resolution authorising the Company to re-issue shares purchased by it and not cancelled and which are held as treasury shares off market within a price range, which is not less than 95% nor more than 120% of the average price of the Company's shares over the five dealing days prior to the date of re-issue by the Company. If renewed, this authority will expire at the earlier of the close of the AGM of the Company held in 2023 or the close of business on 28 July 2023.

As noted above, on 25 August 2021, Flutter announced the cancellation of the 1,965,600 ordinary shares previously held by the Group as treasury shares and therefore no treasury shares were held by the Group as at the Latest Practicable Date. Nevertheless, the Board considers it appropriate to propose Resolution 10 for consideration by shareholders at the AGM in order to provide flexibility to the Board should additional ordinary shares become held as treasury shares during the year.

Further action

As the conditions of, and public health guidelines relating to, the Covid-19 pandemic can change rapidly, we strongly encourage shareholders to submit a proxy voting instruction in advance of the AGM to ensure they can vote and be represented at the AGM. The deposit of an instrument of proxy will not preclude a member from attending and voting in person at the AGM or at any adjournment thereof, subject to compliance with applicable public health guidelines. Any relevant updates regarding the AGM, including any changes to the arrangements outlined in this letter, will be available on www.flutter.com/investors/shareholder-information/agm. Note that if you appoint someone other than the Chair of the meeting to be your proxy, that person may not be able to attend the meeting if the prevailing Covid-19 measures require the Company to conduct the AGM under constrained circumstances.

Shareholders are entitled to appoint a proxy in respect of the AGM. Following the migration of the Company's ordinary shares from the CREST system ("CREST") to the securities settlement system operated by Euroclear Bank SA/NV ("Euroclear Bank") (the "EB System") on 15 March 2021, the process for appointing a proxy and/or voting at the meeting will depend on the manner in which you hold your ordinary shares and is set out in further detail below.

Letter from the Chair continued

Investors who hold ordinary shares in certificated (i.e. paper) form

A Form of Proxy for use in connection with the resolutions to be proposed at the meeting is enclosed. Shareholders whose names appear on the register of members of the Company (i.e. those who hold their ordinary shares in certificated (i.e. paper) form), should complete the Form of Proxy in accordance with the instructions printed thereon and return it to the Company's registrar, Link Registrars Limited, either to P.O. Box 1110, Maynooth, Co. Kildare, Ireland (if delivered by post) or to Link Registrars Limited, Block C, Maynooth Business Campus, Maynooth, Co. Kildare, W23 F854, Ireland (if delivered by hand during normal business hours), or to the Company at its registered office, by no later than 11.00 am (Irish time) on Tuesday, 26 April 2022 (or, in the case of an adjournment, no later than 48 hours before the time fixed for holding the adjourned meeting).

Alternatively, you may appoint a proxy electronically, by visiting the website of the Company's Registrar at www.fluttershares.com. To do this you will need your Investor Code (IVC), which can be found on your Form of Proxy. Further instructions on how to appoint a proxy are set out in the notes to the Notice of AGM and on the Form of Proxy.

Investors who hold ordinary shares through the EB System or CREST

Persons who hold their interests in ordinary shares as Belgian law rights through the EB System or as CREST Depository Interests ("CDIs") through CREST should consult with their stockbroker or other intermediary at the earliest opportunity for further information on the processes and timelines for submitting proxy votes for the AGM through the respective systems.

For voting services offered by custodians holding Irish corporate securities directly with Euroclear Bank, please contact your custodian.

Further information for holders of CDIs ("CDI Holders")

In respect of CDI Holders, Euroclear UK & Ireland Limited ("EUI"), the operator of CREST, has arranged for voting instructions relating to CDIs held in CREST to be received via a third party service provider, Broadridge Financial Solutions Limited ("Broadridge"). Further details on this service are set out on the "All you need to know about SRD II in Euroclear UK & Ireland" webpage of the Euroclear Bank website (www.euroclear.com) which is accessible to CREST participants (see the section: CREST International Service – Proxy Voting).

If you are a CDI Holder, you will be required to use the EUI proxy voting service facilitated by the Broadridge Global Proxy Voting service in order to receive meeting announcements and send back voting instructions. To facilitate client set up, if you hold CDIs and wish to participate in the proxy voting service, you will need to complete a Meetings and Voting Client Set-up Form (CRT408), a copy of which is available on the Euroclear Bank website (www.euroclear.com) which is accessible to CREST participants. Completed application forms should be returned to EUI by an authorised signatory with another relevant authorised signatory copied in for verification purposes using the following email address: [email protected].

Fully completed and returned application forms will be shared with Broadridge by EUI. This will enable Broadridge to contact you and share further detailed information on the service offering and initiate the process for granting your access to the Broadridge platform.

Once CDI Holders have access to the Broadridge platform, they can complete and submit proxy appointments (including voting instructions) electronically. Broadridge will process and deliver proxy voting instructions received from CDI Holders by the Broadridge voting deadline date to Euroclear Bank, by its cut-off and to agreed market requirements. Alternatively, a CDI Holder can send a third party proxy voting instruction through the Broadridge platform in order to appoint a third party (who may be a corporate representative or the CDI Holder themselves) to attend and vote at the meeting (subject to compliance with applicable public health guidelines relating to the ongoing Covid-19 pandemic) the number of ordinary shares specified in the proxy instruction (subject to the Broadridge voting deadline). There is no facility to offer a letter of representation/appoint a corporate representative other than through the submission of third party proxy appointment instructions through Broadridge.

Broadridge's voting deadline will be earlier than Euroclear Bank's voting instruction deadline as set out below and is expected to be at least two business days prior to the Company's proxy appointment deadline of 11.00 am (Irish time) on Tuesday, 26 April 2022. Voting instructions cannot be changed or cancelled after Broadridge's voting deadline.

CDI Holders are strongly encouraged to familiarise themselves with the arrangements with Broadridge, including the voting deadlines and procedures, and to take, as soon as possible, any further actions required by Broadridge before they can avail of this voting service.

Further information for Euroclear Bank Participants

Investors who hold their interests in ordinary shares through a participant account in the EB System ("EB Participants") can submit proxy appointments (including voting instructions) electronically in the manner described in the document issued by Euroclear Bank in February 2021 and entitled "Euroclear Bank as issuer CSD for Irish corporate securities" and available on the Euroclear Bank website (www.euroclear.com). EB Participants can either send:

  • electronic voting instructions to instruct Euroclear Nominees Limited (i.e. the nominee of Euroclear Bank) ("Euroclear Nominees") to either itself, or by appointing the Chair of the AGM as a proxy:
  • (a) vote in favour of all or a specific resolution(s);
  • (b) vote against all or a specific resolution(s);
  • (c) abstain in respect of all or a specific resolution(s); or
  • (d) give a discretionary vote to the Chair for all or a specific resolution(s); or
  • a proxy voting instruction to appoint a third party (other than Euroclear Nominees or the Chair of the AGM), who may be a corporate representative or the EB Participant themselves, to attend the meeting and vote (subject to compliance with applicable public health guidelines relating to the ongoing Covid-19 pandemic) the number of ordinary shares specified in the proxy voting instruction by providing Euroclear Bank with the proxy details as requested in its notification (e.g. proxy first name, proxy last name, proxy address, nationality code). There is no facility to offer a letter of representation or to appoint a corporate representative other than through submission of third party proxy appointment instructions. The votes of a third party proxy cannot be voted by the Chair and must be voted in person by the third party so appointed.

Euroclear Bank will, wherever practical, aim to have a voting instruction deadline of one hour prior to the Company's proxy appointment deadline which, in the case of the AGM, would be a deadline of 10.00 am (Irish time) on Tuesday, 26 April 2022. Voting instructions cannot be changed or cancelled after Euroclear Bank's voting deadline.

EB Participants are strongly encouraged to familiarise themselves with the new arrangements in the Euroclear System, including the new voting deadlines and procedures.

Deadlines for receipt by the Company of proxy voting instructions

All proxy voting instructions (whether submitted directly by way of a completed Form of Proxy in the case of holders of ordinary shares in certificated (i.e. paper) form or through the Euroclear System (in the case of EB Participants) or CREST (in the case of CDI Holders)) must be received by the Company's Registrar by no later than 11.00 am (Irish time) on Tuesday, 26 April 2022 (or, in the case of an adjournment, no later than 48 hours before the time fixed for holding the adjourned meeting). Persons holding interests in ordinary shares through the Euroclear System or CREST (via a holding in CDIs) will also need to comply with any additional voting deadlines imposed by the respective service offerings. All persons affected are recommended to consult with their stockbroker or other intermediary at the earliest opportunity.

Viewing the AGM electronically using the Lumi platform

In order to view the AGM and ask questions electronically via the Lumi platform, holders of certificated shares or any person acting as a proxy will need to connect to https://web.lumiagm.com/ 133-147-814. Lumi is compatible with the latest browser versions of Chrome, Firefox, Edge and Safari and can be accessed using any web browser on a PC or smartphone device.

Once shareholders have accessed https://web.lumiagm.com/ 133-147-814 from a web browser, they may be asked to enter the Lumi Meeting ID which is 133-147-814. Shareholders will then be prompted to enter your unique Investor Code ("IVC") and PIN. The IVC can be found on the top of the Form of Proxy enclosed with this Notice. Your PIN is the last four digits of your IVC. Access to the Lumi platform for the purpose of the AGM will be available from an hour before the meeting start time.

A duly appointed proxy or corporate representative should contact their nominee in order to access the Lumi platform. CDI holders or EB Participants (or underlying beneficial holders) wishing to access the Lumi platform must arrange to have themselves appointed as their own proxy as explained as explained on pages 6 and 7 above and in notes 9 and 10 of the Notice of AGM and should contact Link Registrars Limited by no later than 10.30 am (Irish time) on 25 April 2022 by emailing [email protected] in order to obtain a unique Login Code and PIN number to view the AGM electronically. Any CDI Holders or EB Participants who have not had themselves appointed as their own proxy, but who nevertheless wish to view the AGM electronically via the Lumi platform, should contact the Company Secretary by email to [email protected].

Letter from the Chair continued

Viewing the AGM electronically using the Lumi platform continued

Persons appointed as a proxy for a shareholder of the Company should contact the Company's Registrar, Link Registrars Limited before 11.00 am (Irish time) on Tuesday 26 April 2022 by contacting Link Registrars Limited on +353 1 553 0050 for unique log-in credentials in order to access the AGM. Shareholders are advised to submit their proxy form by the relevant deadline before the AGM, as it will not be possible to vote using the Lumi platform. If you are a registered member and wish to obtain your IVC and PIN or appoint a proxy and for them to view the meeting electronically on your behalf through the Lumi platform, please contact Link Registrars Limited on the number provided above before 11.00 am (Irish time) on Tuesday, 26 April 2022.

Format of the Lumi Broadcast

The proceedings of the AGM will be broadcast on the Lumi platform in audio and video format with presentation slides. Once logged in, and at the commencement of the meeting, you will be able to listen to and view the proceedings of the meeting on your device, as well as being able to see the slides of the meeting (which will include the resolutions to be put forward to the meeting). These slides will progress automatically as the meeting progresses.

Questions

Questions will be invited during the meeting when formally announced by the Chair. Shareholders viewing the AGM electronically may ask questions via the Lumi platform by selecting the messaging icon from within the navigation bar and typing your question at the top of the screen. Once you have typed your question please click the arrow icon to the right of the text box to submit.

Before the AGM, a shareholder may also submit a question in writing, to be received at least 3 hours before the meeting (i.e. 8am (Irish time) on Thursday, 28 April 2022) by email to [email protected] or by post to the Company Secretary, Flutter Entertainment plc, Belfield Office Park, Beech Hill Road, Clonskeagh, Dublin, D04 V972, Ireland. All correspondence should include sufficient information to identify that the person submitting the question is a shareholder of the Company. Responses to the most common questions will be posted on our website at www.flutter.com/investors/shareholder-information/ agm and we also anticipate responding to all questions individually by correspondence.

Requirements

An active internet connection is required at all times in order to allow you to view the meeting, submit questions and listen to the audiocast on the Lumi platform. It is the user's responsibility to ensure you remain connected for the duration of the meeting.

Recommendation

The Board is of the opinion that the resolutions to be proposed at the AGM are in the best interests of shareholders as a whole. Accordingly, the Board unanimously recommends that you vote in favour of each of the resolutions, as the Directors intend to do in respect of their own beneficial holdings.

Yours faithfully

Gary McGann Chair 25 March 2022

Notice of Annual General Meeting of Flutter Entertainment plc

NOTICE is hereby given that the Annual General Meeting ("AGM") of Flutter Entertainment plc (the "Company") will be held at Belfield Office Park, Beech Hill Road Clonskeagh, Dublin, D04 V972, Ireland at 11.00 am (Irish time) on Thursday, 28 April 2022 for the following purposes:

1. To consider and, if thought fit, pass the following as an ordinary resolution:

To review the Company's affairs and consider the Company's Financial Statements and the reports of the Directors and Auditors for the year ended 31 December 2021.

2. To consider and, if thought fit, pass the following as an ordinary resolution:1

To receive and consider the Remuneration Committee Chair's Statement and the Annual Report on Remuneration for the year ended 31 December 2021 as set out in the Annual Report 2021 on pages 136 to 139 and 141 to 150, respectively.

3. To consider and, if thought fit, pass each of the following as separate ordinary resolutions: To elect the following as Directors:

Resolution 3(a) Nancy Dubuc Resolution 3(b) Holly Keller Koeppel Resolution 3(c) Atif Rafiq

4. To consider and, if thought fit, pass each

of the following as separate ordinary resolutions: To re-elect the following as Directors:

Resolution 4(a) Zillah Byng-Thorne Resolution 4(b) Nancy Cruickshank Resolution 4(c) Richard Flint Resolution 4(d) Andrew Higginson Resolution 4(e) Jonathan Hill Resolution 4(f) Alfred F. Hurley, Jr. Resolution 4(g) Peter Jackson Resolution 4(h) David Lazzarato Resolution 4(i) Gary McGann Resolution 4(j) Mary Turner

5. To consider and, if thought fit, pass the following as an ordinary resolution:

To authorise the Directors to fix the remuneration of the Auditor for the year ending 31 December 2022.

6. To consider and, if thought fit, pass the following as a special resolution:

"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 fourteen Clear Days' notice (where such meetings are not convened for the passing of a special resolution) shall continue to be effective."

As special business:

7. To consider and, if thought fit, pass the following as an ordinary resolution:2

"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 €5,271,357.51 (58,570,639 shares), representing approximately 33.33% of the aggregate nominal value of the issued share capital of the Company (excluding treasury shares) as at 15 March 2022 (the "Latest Practicable Date"); and
  • (ii) up to an aggregate nominal amount of €10,542,715.02 (117,141,278 shares) (such amount to be reduced by the aggregate nominal amount of relevant securities allotted under paragraph (i) of this Resolution 7), 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 2023 or the close of business on 28 July 2023, 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."

Notice of Annual General Meeting of Flutter Entertainment plc

continued

8. To consider and, if thought fit, pass each of the following as separate special resolutions:2 Resolution 8A

"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 7 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 10 during the period of this authority, may not exceed €790,703.55 (8,785,595 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 2023 or the close of business on 28 July 2023, 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 8B

"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 8A 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 7 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 Dis-applying 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 10 during the period of this authority, may not exceed €790,703.55

(8,785,595 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 2023 or the close of business on 28 July 2023, 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."

9. To consider and, if thought fit, pass the following as a special resolution:

"That the Company and/or any subsidiary (as defined by Section 7 of the Companies Act 2014) be generally and unconditionally authorised to purchase its ordinary shares 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 17,571,191 (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 is the higher of:
  • (1) an amount equal to 105% of the average of the middle market quotations of an ordinary share of the Company as derived from the Euronext Dublin Daily Official List in the case of a purchase on Euronext Dublin, or the London Stock Exchange Daily Official List in the case of a purchase on the London Stock Exchange, for the five business days immediately preceding the day on which the ordinary share is contracted to be purchased; and
  • (2) an amount equal to the higher of the price of the last independent trade of an ordinary share and the highest current independent bid for an ordinary share as derived from Euronext Dublin in the case of a purchase on Euronext Dublin, or the London Stock Exchange in the case of a purchase on the London Stock Exchange.

The authority hereby conferred by this resolution will expire at the earlier of the close of the AGM of the Company held in 2023 or the close of business on 28 July 2023, 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."

10. To consider and, if thought fit, pass the following as a special resolution:3

"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 the average of the five amounts resulting from determining whichever of the following (1), (2) or (3) specified below in relation to shares of the class of which such treasury share is to be re-issued shall be appropriate in respect of each of the five business days immediately preceding the day on which the treasury share is re-issued, as determined from information published in the Euronext Dublin Daily Official List or the London Stock Exchange Daily Official List, as may be determined by the Directors of the Company, reporting the business done in each of those five business days:

  • (1) if there shall be more than one dealing reported for the day, the average of the prices at which such dealings took place; or
  • (2) if there shall be only one dealing reported for the day, the price at which such dealing took place; or
  • (3) if there shall not be any dealing reported for the day, the average of the high or low market guide prices for the day; and if there shall be only a high (but not a low) or a low (but not a high) market guide price reported, or if there shall not be any market guide price reported, for any particular day then that day shall not count as one of the said five business days for the purposes of determining the appropriate price. If the means of providing the foregoing information as to dealings and prices by reference to which the appropriate price is to be determined is altered or is replaced by some other means, then the appropriate price shall be determined on the basis of the equivalent information published by the relevant authority in relation to dealings on Euronext Dublin or the London Stock Exchange or its equivalent.

The authority hereby conferred by this resolution will expire at the earlier of the close of the AGM of the Company held in 2023 or the close of business on 28 July 2023, unless previously renewed or varied, in accordance with the provisions of Section 1078 of the Companies Act 2014."

For the Board

Edward Traynor Company Secretary Flutter Entertainment plc 25 March 2022

Belfield Office Park, Beech Hill Road, Clonskeagh, Dublin 4, Ireland Company number: 16956

Notes to the Notice of Annual General Meeting of Flutter Entertainment plc

    1. Resolution 2 is an advisory resolution and is not binding on the Company as there is no requirement for it to be binding under Irish law.
    1. Resolutions 7, 8A and 8B reflect the principles of the Pre-Emption Group's Statement of Principles and related templates.
    1. Treasury shares are shares in the Company which are owned by the Company or any subsidiary. The Company, following a purchase of its own shares, is able to hold such shares in treasury instead of cancelling them. Such shares may subsequently be re-issued for cash, transferred to an employees' share scheme or cancelled. As at the Latest Practicable Date, the Company's issued share capital consisted of 175,711,917 ordinary shares, carrying one vote each and being eligible for dividends. The Company and its subsidiaries did not hold any treasury shares as at the Latest Practicable Date.
    1. In accordance with the Articles of Association of the Company, notice is hereby given that all resolutions at the AGM are to be decided by way of poll. On a poll vote, every member present in person or by proxy has one vote for every ordinary share of which he/she is the holder. Pursuant to Section 190(b) of the Companies Act 2014, where a poll is taken at the AGM, a member, present in person or by proxy, holding more than one share need not cast all of his/her votes in the same way.
    1. Holders of ordinary shares are entitled to attend and vote at general meetings of the Company (including this AGM), subject to compliance with applicable public health guidelines relating to the ongoing Covid-19 pandemic. Shareholder participation and engagement remains important to us and therefore shareholders will be provided with a facility to view the AGM remotely and submit questions to the Chair on the business of the meeting, should they wish to do so, by using the Lumi platform. Further information on accessing the Lumi platform is set out on page 7 of the Letter from the Chair accompanying this Notice under the heading "Viewing the AGM electronically using the Lumi platform" and on our website at www.flutter.com/investors/shareholder-information/agm. Shareholders wishing to vote at the AGM will still need to submit proxy voting instructions by the relevant deadlines before the AGM, as it will not be possible to vote at the AGM using the Lumi platform.
    1. Any member entitled to attend, speak, ask questions and vote at this meeting is entitled to appoint any person (who need not be a member of the Company) as a proxy to attend, speak, ask questions and vote in his/her place. Appointment of a proxy will not affect the right of a member to attend, speak and vote at the AGM in person, subject to compliance with applicable public health guidelines relating to the ongoing Covid-19 pandemic. A member may appoint more than one proxy to attend and vote at the AGM (subject to

compliance with applicable public health guidelines relating to the ongoing Covid-19 pandemic) provided each proxy is appointed to exercise rights attached to different shares held by that member. Should you wish to appoint more than one proxy, please read carefully the explanatory notes accompanying the Form of Proxy. Holders of CREST Depository Interests ("CDIs") ("CDI Holders") and/or investors who hold their interests in ordinary shares through a participant account in the Euroclear Bank SA/NV ("Euroclear Bank") system (the "EB System") ("EB Participants") wishing to attend, speak or ask questions at the AGM must arrange to have themselves appointed as their own proxy as explained in notes 9 and 10 respectively below.

    1. As a shareholder, you have several ways to exercise your right to vote, depending on the manner in which you hold your ordinary shares:
  • (a) in the case of shareholders who are registered members and hold ordinary shares in certificated (i.e. paper) form:
  • (i) by attending the AGM in person (subject to compliance with applicable public health guidelines relating to the ongoing Covid-19 pandemic); or
  • (ii) by appointing (either electronically or by returning a completed Form of Proxy) the Chair of the Board of Directors of the Company (the "Board") or any other person appointed by the Board or another person as a proxy to attend the AGM and vote on your behalf (subject to compliance with applicable public health guidelines relating to the ongoing Covid-19 pandemic); or
  • (b) in the case of CDI Holders:
  • (i) by sending electronic voting instructions to Euroclear Bank via Broadridge Financial Solutions Limited ("Broadridge"), a third party service provider; or
  • (ii) by appointing a proxy via the Broadridge Global Proxy Voting Service to attend and vote at the meeting (subject to compliance with applicable public health guidelines relating to the ongoing Covid-19 pandemic); and

(c) in the case of EB Participants:

  • (i) by sending electronic voting instructions to Euroclear Bank via SWIFT or to EasyWay Corporate Actions; or
  • (ii) by sending a proxy voting instruction to Euroclear Bank to appoint a third party (other than Euroclear Nominees Limited (i.e. the nominee of Euroclear Bank) ("Euroclear Nominees") or the Chair of the meeting) to attend and vote at the meeting (subject to compliance with applicable public health guidelines relating to the ongoing Covid-19 pandemic).

Persons who hold their interests in ordinary shares of the Company as Belgian law rights through the EB System or as CDIs through CREST should consult with their stockbroker or other intermediary at the earliest opportunity for further information on the processes and timelines for submitting proxies and voting instructions for the AGM through the respective systems.

For voting services offered by custodians holding Irish corporate securities directly with Euroclear Bank, please contact your custodian.

    1. Shareholders who are registered members and hold ordinary shares in certificated (i.e. paper) form and who wish to appoint a proxy should complete the Form of Proxy in accordance with the instructions printed thereon and return it to the Company's Registrar, Link Registrars Limited, either to P.O. Box 1110, Maynooth, Co. Kildare, Ireland (if delivered by post) or to Link Registrars Limited, Block C, Maynooth Business Campus, Maynooth, Co. Kildare, W23 F854, Ireland (if delivered by hand during normal business hours), or to the Company at its registered office, by no later than 11.00 am (Irish time) on Tuesday, 26 April 2022 (or, in the case of an adjournment, no later than 48 hours before the time fixed for holding the adjourned meeting). If you wish to appoint a proxy other than the Chair of the meeting or any other person appointed by the Board, please insert his/her name in the space provided on your Form of Proxy and delete "the Chair of the Board of Directors of the Company (the "Board") or any other person appointed by the Board" on your Form of Proxy and initial the changes to your Form of Proxy. Please indicate how you wish your proxy to vote by placing an "X" in the relevant boxes on the Form of Proxy. If no specific instructions are given, the proxy will vote or withhold your vote at his/her discretion. The Vote Withheld option is provided to enable you to abstain on any particular resolution. It should be noted, however, that it is not a vote in law and will not be counted in the calculation of the proportion of votes for and against the resolution. Unless otherwise directed and in respect of any other resolutions moved during the AGM, the proxy will vote as he/she thinks fit or abstain from voting. Alternatively, a member may appoint a proxy or proxies electronically by logging on to the website of the Registrar, Link Registrars Limited at www.fluttershares.com. Members will be asked to enter the Investor Code ("IVC") as printed on their Form of Proxy and agree to certain conditions. Further instructions on how to appoint a proxy are set out on the Form of Proxy.
    1. In respect of CDI Holders, Euroclear UK & International Limited ("EUI"), the operator of the CREST system ("CREST"), has arranged for voting instructions relating to CDIs held in CREST to be received via Broadridge. Further details on this service are set out on the "All you need to know about SRD II in Euroclear UK & Ireland" webpage of the Euroclear Bank website (www.euroclear.com) which is accessible to CREST participants (see the section CREST International Service – Proxy Voting).

If you are a CDI Holder, you will be required to use the EUI proxy voting service facilitated by the Broadridge Global Proxy Voting service in order to receive meeting announcements and send back voting instructions, as required. To facilitate client set-up, if you hold CDIs and wish to participate in the proxy voting service, you will need to complete a Meetings and Voting Client Set-up Form (CRT408), a copy of which is available on the Euroclear Bank website (www.euroclear.com) which is accessible to CREST participants. Completed application forms should be returned to EUI by an authorised signatory with another relevant authorised signatory copied in for verification purposes using the following email address: [email protected].

Fully completed and returned application forms will be shared with Broadridge by EUI. This will enable Broadridge to contact you and share further detailed information on the service offering and initiate the process for granting your access to the Broadridge platform.

Once CDI Holders have access to the Broadridge platform, they can complete and submit proxy appointments (including voting instructions) electronically. Broadridge will process and deliver proxy voting instructions received from CDI Holders by the Broadridge voting deadline date to Euroclear Bank, by its cut-off and to agreed market requirements. Alternatively, a CDI Holder can send a third party proxy voting instruction through the Broadridge platform in order to appoint a third party (who may be a corporate representative or the CDI Holder themselves) to attend and vote at the meeting (subject to compliance with applicable public health guidelines relating to the ongoing Covid-19 pandemic) the number of ordinary shares specified in the proxy instruction (subject to the Broadridge voting deadline). There is no facility to offer a letter of representation/appoint a corporate representative other than through the submission of third party proxy appointment instructions through Broadridge.

Broadridge's voting deadline will be earlier than Euroclear Bank's voting instruction deadline as set out below and is expected to be at least two business days prior to the Company's proxy appointment deadline of 11.00 am (Irish time) on Tuesday, 26 April 2022. Voting instructions cannot be changed or cancelled after Broadridge's voting deadline.

CDI Holders are strongly encouraged to familiarise themselves with the new arrangements with Broadridge, including the new voting deadlines and procedures, and to take, as soon as possible, any further actions required by Broadridge before they can avail of this voting service.

Notes to the Notice of Annual General Meeting of Flutter Entertainment plc continued

    1. EB Participants can submit proxy appointments (including voting instructions) electronically in the manner described in the document issued by Euroclear Bank in February 2021 and entitled "Euroclear Bank as issuer CSD for Irish corporate securities" and available on the Euroclear Bank website (www.euroclear.com). EB Participants can either send:
  • (a) electronic voting instructions to instruct Euroclear Nominees to either itself, or by appointing the Chair of the AGM as a proxy:
  • (i) vote in favour of all or a specific resolution(s);
  • (ii) vote against all or a specific resolution(s);
  • (iii) abstain in respect of all or a specific resolution(s); or
  • (iv) give a discretionary vote to the Chair for all or a specific resolution(s); or
  • (b) a proxy voting instruction to appoint a third party (other than Euroclear Nominees or the Chair of the AGM), who may be a corporate representative or the EB Participant themselves, to attend the meeting and vote (subject to compliance with applicable public health guidelines relating to the ongoing Covid-19 pandemic) the number of ordinary shares specified in the proxy voting instruction by providing Euroclear Bank with the proxy details as requested in its notification (e.g. proxy first name, proxy last name, proxy address, nationality code). There is no facility to offer a letter of representation or to appoint a corporate representative other than through submission of third party proxy appointment instructions.

Euroclear Bank will, wherever practical, aim to have a voting instruction deadline of one hour prior to the Company's proxy appointment deadline which, in the case of the AGM, would be a deadline of 10.00 am (Irish time) on Tuesday 26 April 2022. Voting instructions cannot be changed or cancelled after Euroclear Bank's voting deadline.

EB Participants are strongly encouraged to familiarise themselves with the new arrangements in the Euroclear System, including the new voting deadlines and procedures.

    1. In the case of joint holders, the vote of the senior who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the votes of the other registered holder(s) and, for this purpose, seniority will be determined by the order in which the names stand in the register of members in respect of the joint holding.
    1. As the conditions and recommendations of the Covid-19 situation can change rapidly, please note that if you appoint someone other than the Chair of the meeting to be your proxy, that person may not be able to attend the meeting if the prevailing Covid-19 measures require the Company to conduct the AGM under constrained circumstances.
    1. All proxy voting instructions (whether submitted directly by way of a completed Form of Proxy in the case of holders of ordinary shares in certificated (i.e. paper) form or through the Euroclear System (in the case of EB Participants) or CREST (in the case of CDI Holders)) must be received by the Company's Registrar by no later than 11.00 am (Irish time) on Tuesday, 26 April 2022 (or, in the case of an adjournment, no later than 48 hours before the time fixed for holding the adjourned meeting). Persons holding interests in ordinary shares through the Euroclear System or CREST (via a holding in CDIs) will also need to comply with any additional voting deadlines imposed by the respective service offerings. All persons affected are recommended to consult with their stockbroker or other intermediary at the earliest opportunity.
    1. Pursuant to Section 1087G of the Companies Act 2014, the Company specifies that only those shareholders on the register of members as at the close of business on Sunday, 24 April 2022, will be entitled to attend, speak, ask questions and vote at the AGM in respect of the number of shares registered in their names at that time (or in the case of any adjournment as at the close of business on the day which is four days before the date of the adjourned AGM). Changes to entries on the register of members after the relevant above-mentioned deadline will be disregarded in determining the right of any person to attend and/or vote at the AGM.
    1. An individual or group of shareholders holding at least 3% of the issued share capital of the Company, has the right to put an item on the agenda of the AGM. In order to exercise this right, written details of the item proposed for inclusion, a written explanation of the reason for its inclusion and evidence of shareholding must have been received by the Company Secretary at the Company's registered office, or by email to [email protected], by no later than 17 March 2022, being 42 days before the AGM. An item cannot be included on the AGM agenda unless it is accompanied by the written explanation and received at either of these addresses by that deadline.
    1. An individual or group of shareholders holding at least 3% of the issued share capital of the Company, has the right to table a draft resolution for inclusion in the agenda of the AGM subject to any contrary provision in company law. In order to exercise this right, the text of the draft resolution and evidence of shareholding must have been received by post by the Company Secretary at the Company's registered office, or by email to [email protected], by no later than 17 March 2022, being 42 days before the AGM. A resolution cannot be included on the AGM agenda unless it was received at either of these addresses by this deadline. Furthermore, shareholders are reminded that there are provisions in company law which impose other conditions on the right of shareholders to propose resolutions at a general meeting of a company.
    1. Pursuant to Section 1107 of the Companies Act 2014, shareholders have a right to ask questions related to items on the AGM agenda and to have such questions answered by the Company subject to any reasonable measures the Company may take to ensure the identification of shareholders. An answer is not required if (a) an answer has already been given on the Company's website in the form of a "Q&A"; or (b) it would interfere unduly with preparation for the meeting or the confidentiality or business interests of the Company; or (c) it appears to the Chair of the AGM that it is undesirable in the interests of good order of the meeting that the question be answered.
    1. Information regarding the AGM, including a copy of this Notice of AGM, the Annual Report 2021 and copies of any other documentation relating to the AGM, including the Form of Proxy, are available on the Company's website at www.flutter.com. To access these documents, select "Shareholder Centre" in the Investors section of the website, then "AGM/EGM" in the drop-down menu.
    1. As the Covid-19 pandemic and associated public health guidelines remain changeable, we strongly encourage shareholders to submit a proxy voting instruction to ensure they can vote and be represented at the AGM. If you have not received a Form of Proxy, or should you wish to be sent copies of the documents relating to the AGM, you may request this by telephoning the Company's Registrar on +353 1 553 0050, emailing [email protected] or by writing to the Company Secretary at the Company's registered office.
  • 20.Certain items will not be permitted in the AGM. These include cameras, recording equipment, items of any nature with the potential to cause disorder and such other items as the Chair of the AGM may specify. The Company reserves the right to confiscate these items for the duration of the AGM if they are used to record or otherwise disrupt the AGM.
  • 21.The date of publication of the Notice of the AGM, and all notices thereafter, on the Flutter website, www.flutter.com, will be deemed to be the publication date for the purposes of the 2018 UK Corporate Governance Code.
  • 22.The ISIN for Flutter's ordinary shares is IE00BWT6H894.
  • 23.The unique identified code of the AGM for the purposes of Commission Implementing Regulation (EU) 2018/1212 of September 3, 2018 is available at www.flutter.com/investors/ shareholder-information/agm.

Belfield Office Park, Beech Hill Road, Clonskeagh, Dublin 4, Ireland www.flutter.com