Flutter Entertain — Declaration of Voting Results & Voting Rights Announcements 2026

Jun 1, 2026

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author: "Gary Curran"
date: 2026-06-01 11:29:00+00:00
processor: python-docx+mammoth
status: success

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FLUTTER ENTERTAINMENT PUBLIC LIMITED COMPANY

Company Number 16956

(the “Company”)

Special resolutions of Flutter Entertainment plc (the “Company”) passed on 29 May 2026

The following resolutions were approved at the Company’s Annual General Meeting duly convened and held on 29 May 2026 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.

Resolution 3a: Approval of Certain Amendments to the Articles to Provide for a Plurality Voting Standard in the Event of Contested Director Elections

• “As a special resolution, that, subject to the approval of Proposal 3(b), Article 93 of the Articles of Association be and is hereby amended in the manner provided in Annex B of the Proxy Statement for the 2026 AGM.”

Resolution 3b: Approval of Certain Amendments to the Articles to Grant the Board Sole Authority to Determine its Size Within a Specified Range and Provide for the Possibility of Holdover Directors in the Event of No Directors Receiving Sufficient Votes for Election

• “As a special resolution, that, subject to the approval of Proposal 3(a), Article 79 of the Articles of Association be and is hereby amended in the manner provided in Annex B of the Notice of Meeting and Proxy Statement for the 2026 AGM.”

Resolution 3d: Approval of Certain Administrative Amendments to the Articles to reflect Flutter’s U.S. Domestic Issuer Status for the Purpose of Exchange Act Reporting.

• “As a special resolution, that the Articles of Association be and are hereby amended to incorporate certain administrative amendments in the manner provided in Annex B of the Proxy Statement for the 2026 AGM.”

Resolution 6: 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 5 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:
• up to an aggregate nominal value of €3,139,207.65 (34,880,085 shares) (being equivalent to approximately twenty percent (20%) of the aggregate nominal value of the issued share capital of the Company as of the last practicable date prior to the issue of the notice of this meeting); and/or
• 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 2027 or August 28, 2027, 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 8: 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 109 and/or section 1078 of the Companies Act 2014, the re-issue price range at which any treasury shares (as defined by the Companies Act 2014) for the time being held by the Company may be re-issued (including by way of re-issue off market) shall be as follows:

• the maximum price at which a treasury share may be re-issued shall be an amount equal to one hundred twenty percent (120%) of the “appropriate price”; and

• 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 closing prices per ordinary share of the Company on the Stock Exchanges (as defined in the Articles) (determined on the basis of the information published by the relevant authority in relation to dealings on such Stock Exchange or its equivalent) for the five (5) trading days prior to the date of re-issue and in the case of (ii) above, the lower of the average closing prices per ordinary share of the Company on the Stock Exchanges (as defined in the Articles) (determined on the basis of the information published by the relevant authority in relation to dealings on such 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 2027 or the close of business on August 28, 2027, unless previously renewed or varied, in accordance with the provisions of section 109 and 1078 (as applicable) of the Companies Act 2014.”