Flutter Entertain — AGM Information 2022

Apr 28, 2022

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author: Christina King
date: 2022-04-28 11:57:00+00:00

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Special business and special resolution of Flutter Entertainment plc (the “Company”) passed on 28 April 2022

The following resolutions were approved at the Company’s Annual General Meeting duly convened and held on 28 April 2022 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 6: 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 fourteen Clear Days’ notice (where such meetings are not convened for the passing of a special resolution) shall continue to be effective.”

Special Business

Resolution 7: 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 €5,271,357.51 (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.”

Resolution 8: Disapplication of statutory pre-emption rights

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.”

Resolution 9: 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 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.”

Resolution 10: 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 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.”

EDWARD TRAYNOR

Company Secretary

Flutter Entertainment plc