Flutter Entertain — AGM Information 2025

Jun 5, 2025

---

author: "Christina King"
date: 2025-05-24 00:51:00+00:00
processor: python-docx+mammoth
status: success

---

Special business and special resolutions of Flutter Entertainment plc (the “Company”) passed on 5 June 2025

The following resolutions were approved at the Company’s Annual General Meeting duly convened and held on 5 June 2025 at Belfield Office Park, Beech Hill Road, Clonskeagh, Dublin 4, D04 V972, Ireland at 2.00pm. Each of the resolutions were voted on by way of a poll.

The following resolutions were duly passed:

Special Resolutions

Resolution 9: Renewal of the Annual Authority of the Board to Issue Shares for Cash without first Offering Shares to Existing Shareholders

“That, with effect from the passing of this resolution, the directors be and are hereby empowered pursuant to section 1023 of the Companies Act 2014 to allot equity securities (within the meaning of Section 1023 of the Companies Act 2014) for cash, pursuant to the authority conferred by Proposal 8 of 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 this authority may only be used for the allotment of equity securities:

(a) up to an aggregate nominal value of €3,181,320.63 (35,348,007 shares) (being equivalent to approximately twenty percent (20%) of the aggregate nominal value of the issued share capital of the Company as at the last practicable date prior to the issue of the notice of this meeting); and/or

(b) by way of a rights issue or other pre-emptive issue to the holders of ordinary shares in accordance with Article 8(d)(i) of the Articles of Association of the Company on the basis that the reference to a rights issue in Article 8(d)(i) shall include rights issues and other pre-emptive issues.

This authority shall expire at the close of business on the earlier of the date of the Annual General Meeting in 2026 or September 5, 2026, unless previously renewed, varied or revoked save that the Company may, before such expiry, make an offer or agreement which would or might require equity securities to be allotted after such expiry date and the directors may allot equity securities in pursuance of such offer or agreement as if the authority conferred hereby had not expired.”

Resolution 11: Renewal of the Annual Authority of the Board to Determine the Price Range for the Re-issue of Treasury Shares Off Market

“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:

1. the maximum price at which a treasury share may be re-issued off market shall be an amount equal to one hundred twenty percent (120%) of the “appropriate price”; and
2. 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 ninety-five percent (95%) of the appropriate price.

For the purposes of this resolution, the expression “appropriate price” shall mean, in the case of (i) above, the higher of the average price determined by (A) and (B) below, and in the case of (ii) above, the lower of the average share price determined by (A) and (B) below:
3. the average closing prices per ordinary share of the Company on the New York Stock Exchange for the five (5) trading days prior to the date of re-issue; and
4. the average closing prices per ordinary share of the Company on the London Stock Exchange Daily Official List (determined on the basis of the equivalent information published by the relevant authority in relation to dealings on the London Stock Exchange or its equivalent) for the five (5) trading days prior to the date of re-issue.

The authority hereby conferred by this resolution will be effective from the date of passing of this resolution and will expire at the earlier of the close of the AGM of the Company held in 2026 or the close of business on September 5, 2026, unless previously renewed or varied, in accordance with the provisions of section 109 and 1078 of the Companies Act 2014.”

Special Business

Proposal 2: Advisory Resolution to Approve Executive Compensation

‘‘That, on an advisory basis, the compensation paid to the Company’s Named Executive Officers as disclosed in this Proxy Statement pursuant to the rules of the SEC, including the Compensation Discussion and Analysis, compensation tables, and any related narrative discussion, is hereby approved.’’

Proposal 3: Advisory Resolution on the Frequency of Future Advisory Resolutions to Approve Executive Compensation

“That the shareholders recommend, in an advisory, non-binding vote, that a vote to approve the compensation of the Company’s Named Executive Officers should occur every: (a) 1 Year, (b) 2 Years, or (iii) 3 Years.”

Resolution 4: Approval of the Flutter Entertainment plc Amended and Restated 2024 Omnibus Equity Incentive Plan

‘‘That, approval be and is hereby given to the adoption by the Company of the Amended and Restated 2024 Omnibus Equity Incentive Plan (the “Amended Plan”), which has been made available to shareholders prior to the meeting and that the directors be and are hereby authorized to take all such actions as may be necessary to ensure the adoption and operation of the Amended Plan."

Resolution 5: Approval of the Flutter Entertainment plc 2025 Employee Share Purchase Plan

‘‘That, approval be and is hereby given to the adoption by the Company of the Flutter Entertainment plc 2025 Employee Share Purchase Plan (the “2025 ESPP”), which has been made available to shareholders prior to the meeting and that, the directors be and are hereby authorized to take all such actions as may be necessary to ensure the adoption and operation of the 2025 ESPP and that, the directors be and are hereby authorized to establish additional sub-plans to the 2025 ESPP to operate the plan in any overseas jurisdictions to take account of local tax, exchange control or securities laws provided that any Shares made available under such sub-plans are treated as counting against any limits in the 2025 ESPP.”

Resolution 6: Approval of the Flutter Entertainment plc Sharesave Scheme (as amended and restated)

“That, approval be and is hereby given to the adoption by the Company of the Flutter Entertainment plc Sharesave Scheme (as amended and restated) (the "Amended Sharesave Scheme"), which has been made available to shareholders prior to the meeting and that, the directors be and are hereby authorized to take all such actions as may be necessary to ensure the adoption and operation of the Amended Sharesave Scheme and to secure its approval by the Revenue Commissioners in Ireland (including by the making of amendments to its terms where those amendments are required by the Revenue Commissioners), and that, the directors be and are hereby authorized to establish additional sub-plans to the Amended Sharesave Scheme to operate the scheme in any overseas jurisdictions to take account of local tax, exchange control or securities laws provided that any Shares made available under such sub-plans are treated as counting against any limits in the Amended Sharesave Scheme, and provided further that no sub-plan shall allow for a level of discount at which the option exercise price may be set against the market value of the Shares in excess of twenty percent (20%) or allow for any matching element where there is such discount.’’

Resolution 8: Renewal of the Annual Authority of the Board to Issue Shares

“That, with effect from the passing of this resolution, the directors be and are hereby generally and unconditionally authorized to exercise all powers of the Company to allot and issue relevant securities (within the meaning of Section 1021 of the Companies Act 2014) up to an aggregate nominal value of €3,181,320.63 (35,348,007 shares) being equivalent to approximately twenty percent (20%) of the aggregate nominal value of the issued share capital of the Company as at the last practicable date prior to the issue of the notice of this meeting) and the authority conferred by this resolution shall expire on the earlier of the date of the Company’s Annual General Meeting in 2026 or September 5, 2026, 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 relevant securities in pursuance of any such offer or agreement as if the authority conferred hereby had not expired.”

Resolution 9: Renewal of the Annual Authority of the Board to Issue Shares for Cash without first Offering Shares to Existing Shareholders

(as set out above)

Resolution 10: Renewal of the Annual Authority of the Board to make Market Purchases of the Company’s Shares

“That, the Company and/or any subsidiary (as defined by section 7 of the Companies Act 2014) of the Company be generally and unconditionally authorized to purchase ordinary shares of the Company 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 or, as the case may be, the directors of such subsidiary, may from time to time determine but subject to the following conditions:

1. the maximum aggregate number of ordinary shares authorized to be purchased by the Company and/or any subsidiary of the Company is 17,674,003 (representing approximately ten percent (10%) of the issued share capital of the Company (excluding treasury shares) as at the last practicable date prior to the issue of the notice of this meeting);
2. the minimum price (excluding expenses) which may be paid for any ordinary share shall be an amount equal to the nominal value thereof;
3. the maximum price (excluding expenses) which may be paid for any ordinary share shall be:
4. for any ordinary share purchased on a trading venue in the United States of America, the higher of (A) an amount equal to one hundred five percent (105%) of the average closing price of the Company’s ordinary shares on the trading venue where the purchase is carried out for the five (5) trading days prior to the date of purchase; and (B) 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 quoted or reported in the consolidated system at the time the purchase is effected;
5. for any ordinary share purchased on the London Stock Exchange, the higher of (A) an amount equal to one hundred five percent (105%) of the average closing prices of the Company’s ordinary shares on the London Stock Exchange Daily Official List (determined on the basis of the information published by the relevant authority in relation to dealings on the London Stock Exchange or its equivalent) for the five (5) trading days prior to the date of purchase; and (B) 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 trading venue where the purchase is carried out; and
6. for any ordinary share purchased on any trading venue other than a trading venue in the United States of America or the London Stock Exchange, the higher of (A) an amount equal to one hundred five percent (105%) of the average closing prices of the Company’s ordinary shares on the trading venue on which the purchase occurs (determined on the basis of the information published by the relevant authority in relation to dealings on such trading venue or its equivalent) for the five (5) trading days prior to the date of purchase; and (B) 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 trading venue where the purchase is carried out.

The authority hereby conferred by this resolution will be effective from the date of passing of this resolution and will expire at the earlier of the close of the AGM of the Company held in 2026 or the close of business on September 5, 2026, unless previously renewed, varied or revoked. The Company or any subsidiary may, before the expiry of this authority, make an offer or agreement to purchase shares under this authority which would or might be wholly executed after such expiry and may complete any such contract as if the authority conferred hereby had not expired.”

Resolution 11: Renewal of the Annual Authority of the Board to Determine the Price Range for the Re-issue of Treasury Shares Off Market

(as set out above)

EDWARD TRAYNOR

Company Secretary

Flutter Entertainment plc