Flutter Entertainment plc Annual Report & Accounts 2022

Leading betting and gaming into the future

Our innovative global brands bring entertainment to life for millions of customers, everyday

Our global brands

Strategic report

2 Our strategic roadmap

3 2022 highlights

4 At a glance

6 Investment case

8 Chair’s statement

12 Chief Executive Officer’s review

20 Markets

24 Strategy

30 Key performance indicators

36 Business model

38 Stakeholder engagement

46 Sustainability

78 Operating and financial review

100 Managing and understanding our principal risks

100 Viability statement

Corporate governance

102 Introduction to governance

108 Board of Directors

112 Executive leadership team

114 Chair’s introduction

116 Board activities

120 Leadership and purpose

122 Engaging with a broad range of stakeholders

124 Division of responsibilities

127 Composition, succession and evaluation

133 Nomination Committee Report

137 Workforce Engagement Committee Report

142 Audit Committee Report

150 Risk and Sustainability Committee Report

154 Directors’ Remuneration Report 2022

182 Directors’ Report

Financial statements

190 Statement of Directors’ Responsibilities

191 Independent Auditor’s Report

198 Consolidated Income Statement

199 Consolidated Statement of Other Comprehensive income

200 Consolidated Statement of Financial Position

201 Consolidated Statement of Cash Flows

202 Consolidated Statement of Changes in Equity

204 Notes to the Consolidated Financial Statements

270 Company Statement of Financial Position

271 Company Statement of Changes in Equity

273 Notes to the Company Financial Statements

285 Five year financial summary (unaudited)

286 Independent ESG Assurance Statement

287 ESG Supplementary information

298 Shareholder information

Creating value for our stakeholders

Our strategic roadmap

Build on our network and invest for leadership positions across international markets

Our strategy

Invest to win in the US
Grow our businesses in core markets
Take early positions to realise the potential of future spaces

Growing today’s businesses
Create the future
Future spaces and new customers

Suppliers
Shareholders and investors
Communities

Our stakeholders

In this report

Customers
Colleagues
Government and regulators

2 Flutter Entertainment plc Annual Report & Accounts 2022

Performance highlights*

Businesses acquired during 2021 and 2022 have been included on a reported basis (Junglee, January 2021; Singular, September 2021; tombola, January 2022 and Sisal, August 2022). Junglee AMPs are now included within Group AMP numbers and 2021 has been restated to reflect this change. See page 88 for detailed footnote on leverage ratio calculation. Adjusted measures exclude items that are separately disclosed as they are (i) not part of our usual business activity; (ii) items that are volatile in nature; and (iii) purchase price accounting amortisation of acquired intangibles (non-cash). The year-on-year movement in Adjusted EBITDA is shown on a constant currency basis. To see our Company performance please go to page 30

	2022	2021
Average monthly players (millions)	10.2	8.1	+26%
Revenue (£m)	7,693	6,036	+27%
Reported EBITDA (£m)	918	723	+27%
Adjusted EBITDA (£m)	1,045	1,001	+4%
Reported basic EPS (pence)	(170.8)p	(236.5)p
Adjusted basic EPS (pence)	189.0p	253.0p
Leverage ratio (net debt/pro forma adjusted EBITDA)	3.9x	2.6x

Strategic report 3

Building a global brand

Flutter operates a range of global brands, including FanDuel, Sky Betting & Gaming, Sportsbet, PokerStars, Paddy Power, Sisal, tombola, Betfair, FOX Bet, TVG, Junglee Games and Adjarabet. We’re leading betting and gaming into the future by offering some of the most innovative brands in our industry and using the Flutter Edge. For us, it’s all about bringing entertainment to life for millions of customers in a safe, responsible and sustainable way. Our global scale means we can continue to invest to support our strategy and maintain our gold medal positions across local markets. Our strategy is based on four key pillars: Invest to win in the US; Grow our gold medal businesses in core markets; Build on our network and invest for leadership positions across international markets; and Create the future by taking early positions to realise potential of future spaces.

At a glance

34++28++16++22++PP Global footprint*

Based on our net revenue for the year ended 31 December 2022.
US: 34%
Australia: 16%
International: 22%
UK&I: 28%

Our offices

Our divisions

The division also includes Betfair International, Adjarabet and Junglee Games. Flutter International operates under licence in 22 territories. Sportsbet is the market leader in online sports betting across Australia. Its innovative, easy to use products and outstanding personalised value combine to create a leading customer proposition. Sportsbet’s strategy is centred on winning in three battleground areas: product, value and marketing.

Our US division consists of FanDuel, TVG, FOX Bet and PokerStars. We offer a diverse set of online and retail sportsbooks, iGaming, fantasy sports, poker, online racing wagering and TV broadcasting products. FanDuel is the market leading online sportsbook and casino operator in the rapidly expanding US market and is well positioned to continue to take advantage of this opportunity.

£2.6bn revenue
Our sports betting and gaming brands are among the most popular in the UK&I market. Sky Betting & Gaming, Paddy Power, Betfair and tombola offer market leading innovation to millions of customers every week. Although the brands mostly operate online, this division also includes 608 Paddy Power betting shops in the UK and Ireland.

£2.1bn revenue
3.7m average monthly players

£1.3bn revenue
1.1m average monthly players

2.3m average monthly players

£1.7bn revenue
3.1m average monthly players

US
UK&I Read more on page 22
Australia Read more on page 18
International Read more on page 34 Read more on page 44

Annual Report & Accounts 2022 Flutter Entertainment plc 5

Our unique investment thesis

Investment case

Optimal strategy to deliver success

We have a proven track record of delivering on our strategic priorities. In 2022 we refreshed our four-pillar strategy to invest to win in the US, grow our gold medal positions in core markets, build leadership positions across international markets and create the future by taking early positions in future spaces.
Delivery against our corporate strategic goals in 2022 is outlined on pages 24 to 28

Driving strong financial returns with 22% compound annual growth in EBITDA since 2017.

Clear vision on sustainability, our Positive Impact Plan

As a responsible operator, we recognise the key role that sustainability plays in enabling this strategy. Our Positive Impact Plan, the ESG strategy which we announced in 2022, is our ongoing commitment to set the sustainability agenda for the industry and make a positive contribution across three key areas: our customers, our colleagues and our communities.
Delivery against our sustainability strategic goals in 2022 is outlined on pages 46 to 77

Significant market growth opportunity

The global online betting and gaming market looks set for continued growth with, (i) expansion into additional US states and (ii) more ex-US countries regulating sports betting and gaming and increased online penetration in existing markets.
(i) We estimate the US addressable sports betting and iGaming market will increase from $9bn in the 12 months to June 2022 to over $40bn by 2030, with 80% of the US population having access to sports betting and 25% to iGaming.
(ii) The ex-US global betting and gaming market was estimated to be worth £263bn in 2022 (H2 Gambling Capital) with 30% of this occurring online. Compound annual growth of c. 9% is expected for the online market in the next five years.
Read more about the market opportunity on pages 20 and 21

Scale operator with diversified product and geographic portfolio

We operate in a wide range of markets and offer a broad range of products. This high level of diversification means we’re ready to offset regulatory and external environmental pressures in our local markets. The positive impact of regulation in markets that are opening up, such as the US, alongside strong revenue growth in our existing business, helps reduce the impact of any adverse local regulatory costs in more mature markets, allowing us to grow through regulatory headwinds. As an operator of scale we, benefit from the “flywheel” effect (see opposite), driving organic growth while investing to secure and defend our gold medal positions.
Read more about scale and the flywheel as an enabler of our strategy on page 7

The Flutter Edge

The Flutter Edge encapsulates our Groups distinctive, global, competitive advantage. Talent, technology, product and capital are at the heart of it. From this, our brands can avail of unparalleled expertise, as and when they need it. It represents a symbiotic relationship between our teams and divisions, with all contributing to and benefitting from it.

Compound EBITDA growth is for Group ex-US.

6 Flutter Entertainment plc Annual Report & Accounts 2022

As outlined at our FanDuel capital markets day held in November 2022 (https://www.flutter.com/us-cmd-22), we’ve built the number one position in the US by leveraging the combined benefits of the FanDuel Advantage and the Flutter Edge.

The FanDuel Advantage…

US

The Group ex-US business has strong positions in a range of attractive markets to drive future growth while existing leadership positions generate significant free cash flow.

Historic model supporting growth and cash generation

Group ex-US	Diversified Scale
Scale and competitive advantages can deliver:	Pathway to 4.5–5x 2022 revenue at maturity
Long-term EBITDA margins of 25%-30%	Top-line growth 5%-10% net of regulation
High EBITDA margin in mature businesses
Group ex-US business	Barriers to entry
Organic expansion e.g. US M&A	High cash conversion
Returns to shareholders

The flywheel effect

Best customer proposition	Higher revenue growth
Increased scale and flexibility	Greater operating leverage
Acquire customers more efficiently	Retain customers for longer
Grow customer value

Benefitting from the Flutter Edge

No.1 sports betting brand
Database of 14m+ sports fans
Best marketing assets
Betting product innovation
Best app experience
Disciplined promotions
Propriety pricing and risk
Accurate, competitive odds
Organic win margin advantage

Strategic report Annual Report & Accounts 2022 Flutter Entertainment plc 7

Chair’s Statement

Strong corporate governance supports our continued strategy execution, business resilience and contribution to the societies in which we operate.

Gary McGann
Chair

Supporting customers and colleagues

8 Adjarabet employee engagement

The Board attended a townhall with colleagues in Adjarabet when the Board visited their offices in Tbilisi in June.

Annual Report & Accounts 2022 Flutter Entertainment plc 9

Chair’s Statement continued

Introduction

Dear Shareholder

2022 saw the lifting of travel restrictions imposed during the Covid-19 pandemic. This enabled the Board to hold the majority of its meetings in person and to visit four site locations, FanDuel in New York, Adjarabet in Tbilisi, Sky Betting & Gaming in Leeds, and Sportsbet in Melbourne. The Board benefitted from these in-person meetings to further understand our divisions and their brands, and to also meet directly with colleagues.

Sustainability

We launched the Group sustainability strategy, our “Positive Impact Plan” in February 2022. The Positive Impact Plan is a comprehensive and challenging strategy which demonstrates that Flutter is setting a clear agenda for positive change. The Positive Impact Plan sets targets to be achieved by 2030, under the three pillars of “Play Well”, “Work Better” and “Do More”.

“Play Well” extends our commitment in safer gambling by providing customers with a positive, entertaining and safe experience.

“Work Better” aims to continue to build a more diverse and inclusive workforce in our business that is reflective of our communities.

“Do More” allows us to build on our long history of community support by aligning it with a set of key strategic priorities that allow us to use the expertise and experience within our business to support our communities. “Do More” will particularly focus on sport, health and wellbeing, and tech for good.

In addition to the core pillars outlined above, the Positive Impact Plan also sets out our strategy for reducing our environmental impact. We have begun to report on how the impacts of climate change could affect our business in line with the Task Force on Climate-related Financial Disclosure (“TCFD”) recommendations. Further information on our Positive Impact Plan is set out on page 48.

Safer gambling

Safer gambling underpins every element of the Group strategy. We work hard to keep our customers safe while they enjoy our products, thereby helping us to build a sustainable business. The Play Well strategy supports us in delivering universal principles and a united goal across our divisions to guide local strategies. It also allows us to use our global scale, capability and expertise to be at the leading edge of providing customers with the tools, information and support they need to Play Well. The Board have remained focused on safer gambling and established a safer gambling sub-committee to oversee the Play Well strategy. Further details are set out on pages 51 to 57 and 153.

People and culture

As a diverse international Group, we recognise the critical role our workforce plays in our success. The Workforce Engagement Committee (the “Committee”) continued to oversee our people and culture across the Group. The Committee held six listening sessions throughout the year which provided an opportunity to meet and listen to colleagues on their views, ideas and matters of concern. Further details on the Workforce Engagement Committee are set out on pages 137 to 141.

Play Well extends our commitment in safer gambling by providing customers with a positive, entertaining and safe experience.

The Golden Door – a celebration of SuperEnalotto, Sisal’s iconic lottery product.

10 Flutter Entertainment plc Annual Report & Accounts 2022

In our UK&I division, Ian Brown has replaced Conor Grant as CEO, UK&I. Conor previously held the position since completion of The Stars Group, Inc merger in May 2020.# I would like to thank Conor for his contribution and wish him health, happiness and success for the future.

Strategy

During the year, the Group completed the acquisitions of tombola and Sisal, and the buy-out of the remaining 49% shareholding in Adjarabet. These transactions align with our strategy of investing to build leadership positions in regulated markets globally. The Board engaged with the Executive Committee in the development of, and then oversaw the implementation of the integrated corporate strategy and refreshed our strategic priorities. Further information on our corporate strategy is set out on pages 24 to 29.

Board change

As part of the Board’s ongoing refreshment and succession planning, a number of Board changes took place during the year. Michael Cawley stood down from the Board following the conclusion of the 2022 AGM. Andrew Higginson stepped down from the Board on 31 December 2022. Zillah Byng-Thorne stepped down from the Board on 31 January 2023. Jonathan Hill will be appointed as Chief Operating Officer effective from 20 March 2023 and will therefore not be seeking re-election at the 2023 AGM and will step down from the Board at the conclusion of that meeting. Jonathan joined the Board as Chief Financial Officer on 22 October 2018. I want to thank Michael, Andy, Zillah and Jonathan for their exceptional contribution to the Board over their tenure. Carolan Lennon was appointed as an Independent Non-Executive Director on 1 July 2022. Paul Edgecliffe-Johnson will join the Board as Chief Financial Officer and Executive Director on 20 March 2023. We welcome both Carolan and Paul to the Board. I am pleased to report that the Board has exceeded our target of 40% female representation on the Board. We have also achieved our target of at least one member of ethnicity on the Board while simultaneously boosting the Board’s digital expertise. The Board will continue to review Board composition, size, skills and diversity targets during 2023. I look forward to the opportunity of meeting with our colleagues, shareholders and communities throughout 2023. Thank you for your continued support of Flutter.

Gary McGann
Chair
1 March 2023

Strategic report

Annual Report & Accounts 2022

Flutter Entertainment plc

11 Chief Executive Officer’s review

Positive momentum across the group

We have an unparalleled number one position in the US where we continue to go from strength to strength. Outside of the US we are well placed to build on gold medal positions while delivering very strong performance in a range of attractive high growth markets.

Peter Jackson
Chief Executive Officer

12 Sportsbet employee engagement

The Board attended a townhall with colleagues in Sportsbet when the Board visited their offices in Melbourne in November.

Annual Report & Accounts 2022

Flutter Entertainment plc

13 Strategic report

Business review

1-6

As the number one sports betting and iGaming operator globally, Flutter represents a unique and compelling investment opportunity. The US market is expected to be worth more than $40bn by 2030, while outside of the US, the market is already worth £263bn, growing at a projected 9% CAGR over the next five years 7. With just 30% of this combined market opportunity currently taking place online, this provides a long runway for future growth. Flutter has set clear strategic objectives to deliver sustainable value in this market. An unparalleled portfolio of products, diversified geographic footprint and the benefit of the combined power of the Group, the Flutter Edge, provide key competitive advantages which empower Flutter’s brands to win in their respective markets. Within the US, our sustainable leadership position delivers superior economics and will transform the earnings potential of the Group. Outside of the US, our scale and diversified position provides a resilient and robust model for further growth and cash generation through regulatory change. This is evidenced by the Group’s strong track record of delivery with 22% compound annual EBITDA growth since 2017.

During 2022, we leveraged our key advantages to deliver a strong performance with excellent progress against our strategic objectives. The US was our largest division by revenue in 2022. FanDuel extended its leadership position with a Q4 online sportsbook market share 8 of 50% (10 percentage points higher than Q4 last year) while growing its podium position in iGaming to a 21% share. Our US business remains firmly on track to be EBITDA positive for the full year 2023.

In our Group ex-US business, we continued to see good growth while facing into the impact of regulatory changes. In the UK & Ireland, we delivered strong recreational customer growth as well as benefiting from the reopening of our retail estate and the acquisition of tombola. Product innovation resulted in an improved H2 performance, driving momentum into 2023. This partially offset the reversion of customer activity to pre-Covid levels and the annualisation of our proactive safer gambling measures from 2021.

In Australia we drove excellent AMP volumes against a more challenging operating environment in the second half due to the unwind of Covid player engagement and a more competitive landscape. In our International division we have reached a growth inflection point. The business is set to annualise the major known regulatory headwinds in March 2023. The division is also on a more sustainable footing with minimal single unregulated market exposure resulting in 97% of the Group’s total revenue now coming from regulated markets. Revenue in our Consolidate and Invest 9 markets, which represent 76% of the division, were up 22% on a pro forma basis in 2022 and we also secured the #1 position in Italy following completion of our acquisition of Sisal in August.

We made significant strides on our sustainability agenda with our Positive Impact Plan. Under the Play Well 10 pillar, we achieved a 7.8 percentage point increase in tool usage in 2022 to 40.1% and we invested a total of £60m in safer gambling initiatives during the year. Our Work Better pillar also saw positive progress with 33% female representation at leadership level in 2022. Within our communities our pledge to Do More saw over 440,000 lives improved through funding activities focused on sport, technology for good and health and well-being. Finally, we continued to develop our path to zero and Science Based Targets as part of our Environmental goals. As we look forward into 2023, the Group is at an earnings transformation point, and very well placed to deliver future growth and progress further against our strategic priorities. Our sustainable US leadership position delivers superior economics and will transform the earnings potential of the Group.

Chief Executive Officer’s review continued

14

Flutter Entertainment plc

Annual Report & Accounts 2022

2022 review

Flutter delivered strong revenue growth of 22% with AMPs up 26% to 10.2m during the year, driven by our ongoing expansion in the US and the benefit of the Group’s acquisitions of Sisal and tombola. On a pro forma basis both revenue and AMPs delivered excellent growth, up 14% and 15% respectively. Group Adjusted EBITDA was £1,045m, 4% higher. On a pro forma basis, Group Adjusted EBITDA was 5% lower after the impact of known regulatory headwinds and safer gambling initiatives of £160m, excluding which EBITDA was 9% higher.

US

The US division delivered an exceptional performance in 2022, with revenue at the upper end and an EBITDA loss at the lower end of our guidance ranges. Revenue grew 67% to £2.6bn ($3.2bn) with AMPs exceeding 3m for the first time in Q4, while our EBITDA loss reduced by 6% to £250m ($313m). At our Capital Markets Day in November the FanDuel team outlined how the FanDuel Advantage of (i) acquiring customers more efficiently (ii) retaining customers for longer and (iii) growing customer value better than competitors is driving our significant market outperformance. Underpinned by the Flutter Edge, this continued to play out in Q4 with FanDuel commanding a 50% gross gaming revenue (‘GGR’) share of the online sports betting market and now number one in 15 of the 18 states in which it is live today.

We continued to refine our state playbook. Our sophisticated player acquisition strategy and market-leading product have delivered our two most successful state launches to date in Maryland (Nov 2022) and Ohio (Jan 2023). Both are gold medal positions, with penetration reaching over 6% of the total adult population in those states combined since launch. We have a clear strategy to improve our iGaming performance and grow our podium position, through increasing our focus on casino direct iGaming customers and improving our product range and player experience. Although it is early days, we are pleased by progress to date. Q4 customer player days were 1.5 times the comparable period last year benefitting from the introduction of our FanDuel casino daily reward machine in Q3. Flutter exited the year with 63% growth in Q4 iGaming AMPs and a 21% share of the Q4 iGaming market, with FanDuel Casino share three percentage points higher than in Q4 2021. Our flywheel continues to drive efficient expansion. Total operating costs (sales and marketing combined with operating costs) reduced as a percentage of revenue by 19 points in H2. We are also outpacing our competition with Flutter US revenue in 2022 over $900m higher than our next nearest competitor and with one third of the EBITDA loss. We were the first operator to reach profitability in the US in Q2. Additionally, in Q4, Flutter US EBITDA was £31m ($36m), excluding new state investment in Maryland and Ohio. The increasingly profitable progression of our customer cohorts, together with the compounding benefit of our flywheel underpin our confidence in delivering a positive full year 2023 EBITDA.# Group excluding the US

Group ex-US revenue grew 7% with Adjusted EBITDA up 2% to £1,295m, within guidance range even after customer friendly sports results in December which cost nearly £40m. On a pro forma basis revenue was flat year on year while Adjusted EBITDA declined 6%. After adjusting for the previously guided headwinds of £160m (i) proactive safer gambling initiatives in the UK & Ireland (£38m) (ii) Australian tax changes (£22m) and (iii) regulatory changes in International markets (£100m), Adjusted EBITDA for the Group ex-US was 6% higher year on year.

UK & Ireland

Online momentum in Q4 was strong with pro forma revenue 14% higher, despite adverse sports results in the quarter which impacted revenues by £66m. This Q4 performance helped deliver H2 pro forma revenue growth of 4%, reflecting improvements to our product proposition throughout the year, and the actions we have taken to ensure our teams work more efficiently. This compared to a decline of 19% in H1, which was impacted by the annualisation of our proactive safer gambling initiatives taken across 2021 and the prior year Covid-related peak in player days.

Full year reported UK & Ireland revenue growth of 4% benefitted from the addition of tombola in January 2022 and our retail shops being open during the year. Pro forma player volumes increased 4% (reported +18%) across 2022, peaking in Q4 at 18% higher aided by the World Cup.

In Sky Bet, two thirds of World Cup customers used the new BuildABet product that was launched at the start of the year, while Paddy Power dominated social media, driving double the Twitter engagement of all other betting brands combined. Ongoing delivery of new and improved products for customers is a key element in our winning formula. During the second half, SkyBet further enhanced their new BuildABet product making it easier for players to track progress of their bets and updated their pre-game football proposition.

For footnotes see page 88
Strategic report
Annual Report & Accounts 2022
Flutter Entertainment plc
15

2022 review continued

UK & Ireland continued

Betfair’s gaming proposition was refreshed, while Paddy Power launched Wonder Wheel bonus rounds during the World Cup which helped drive their multi-product players seven percentage points higher year on year in H2. We also launched Paddy Power’s first fully native gaming iOS app and additional branded gaming content boosting retention rates. These innovations drove pro forma gaming AMPs 10% higher during 2022.

During the year, we launched a range of efficiency initiatives to further integrate our UK & Ireland brands. We simplified team structures to allow us to operate more effectively. These offset the higher levels of wage inflation to keep pay competitive in light of current macro-economic trends. We improved the effectiveness of marketing and generosity spend by ensuring we more accurately deliver the right value to the right customers. In 2022, pro forma sales and marketing declined 13% or 100 basis points as a percentage of revenue, with further efficiency savings expected in 2023.

In Ireland, we welcome the publication of the draft Bill to establish the Gambling Regulatory Authority, as a consistent supporter of regulation in Ireland. We will work with the Authority as they create the new regulatory framework. In the UK, we believe the proactive initiatives we have taken on safer gambling position us well for the eventual publication of the Gambling Act Review White Paper.

Australia

Sportsbet delivered a solid performance with AMPs up 8% to 1.1m. Revenue was 6% lower, reflecting a Covid tailwind in H1, offset by (i) the H2 unwind of Covid engagement levels against challenging comparatives, (ii) increased competition in H2 and (iii) the impact of event cancellations due to adverse weather conditions. These factors, combined with increased point of consumption (‘POC’) taxes introduced in July 2022 of £22m (annualised impact: £73m), led to a decline in EBITDA of13% to £390m.

As the clear market leader with over 48% 11 of the Australian online sports-betting market, Sportsbet benefitted most from the retail to online migration during the Covid lockdown periods in 2020 and 2021, growing 1.4 times that of the online market. Strong execution against our retention strategy meant that customer growth has been sustained. We delivered a record 1.3m AMPs in Q4, 1.8 times Q4 2019, positioning the business well into 2023.

As retail and society fully reopened during 2022, AMP growth was more than offset by the reversion of online player engagement from peak Covid levels (H2 average player days 9% lower than the same period in 2021) and competitive intensity which stepped up significantly in 2022, particularly in Q4. This led to high levels of generosity with customers shopping around for the most generous offers. Leveraging structural margin gains from continued product leadership, Sportsbet increased promotional investment and sales and marketing spend during Q4 which contributed to the record AMP levels.

We are confident that the plans we have in place for 2023 are the right strategy to drive future growth over the medium term. We will do this through continuing to deliver product innovation and personalised generosity while leveraging our growing recreational customer base, unparalleled local scale and long track record of growing through regulatory changes.

International

International division revenue grew 24%, or 7% on a pro forma basis, reaching a growth inflection point after a period of significant regulatory change. International has four market types: (i) Consolidate existing #1 positions, (ii) Invest for leadership in high growth markets, (iii) Optimise returns, or (iv) Maintain an existing position. Our Consolidate and Invest markets now represent 76% of revenue and grew at 22% on a pro forma basis (reported +68%) during 2022. This highlights the very attractive positions we have in these markets, including India, which grew at 80% and is expected to become our second largest market behind Italy in 2023.

In August, we completed the acquisition of Sisal, the #1 operator in Italy, Europe’s largest gambling market with GGR of £18bn in 2022, including lottery. The online market is expected to grow at a compound rate of 9% over the next three years, with just 19% of the market online in 2022.

Chief Executive Officer’s review continued
16
Flutter Entertainment plc
Annual Report & Accounts 2022

Sisal has significant competitive advantages through its omni-channel offering in an Italian market with advertising restrictions, a nine-year Italian lottery concession and monopoly positions in other markets. Sisal’s performance in 2022 was fantastic, growing proforma revenues by 32% to £863m and EBITDA by 22 % to £247m. Sisal’s online market share increased to 13.4% in Q4 12 , 140basis points higher than the prior year (Flutter combined online market share 22%). This performance was driven by:

High levels of cross sell to online from Sisal’s retail network of 9.5 million customers, including providing additional opportunities for lottery players to win with an online account.
Product leadership in sports from the launch of innovative products such as ‘Duo’, which provides continuity of player bets on a substituted player or the social betting game ‘Tipster’.
Significant improvements in Sisal’s gaming offering across 2022, including the creation of a proprietary games’ development studio and integration of gaming content onto betting and lottery apps.

We provided Sisal with access to the Flutter Edge, which resulted in Sisal being the first operator to launch cash-out in the Italian market following its regulatory approval. We have also supplemented the Sisal team with access to some of our people talent and won a combined tender to be the monopoly Moroccan sports betting operator.

Capital structure and balance sheet update

13
The Group had gross debt of £5,442m 14 at 31 December 2022 and a net debt position of £4,644m (31 December 2021: £2,647m), which represents a pro forma leverage ratio of 3.9x or 3.2x excluding the 2022, US EBITDA loss.

During 2022, the Group acquired tombola for £410m in January, the remaining 49% stake in Adjarabet for £204m and the Sisal business in August for £1.7bn.

The Group remains committed to its previously stated medium- term leverage target of 1-2 times, at which point the Board will review the Group’s dividend policy. The Group continues to generate significant free cash flow and the future profitability profile ofthe Group, in particular US profit growth, will facilitate rapid de-levering.

Other updates

US listing

The Flutter Board has reached a preliminary view that an additional US listing of Flutter’s ordinary shares will yield a number of long-term strategic and capital market benefits. As we outlined here (https://www.flutter.com/shareholder-consultation/), we have begun a consultation with our shareholders to determine whether to put forward a formal resolution for approval. We will announce the results of this consultation, once we have concluded an extensive program of engagement with our investors and stakeholders.

FOX arbitration

As previously disclosed, the legal arbitration process with FOX Corporation remains ongoing. As noted in our recent announcement, in the event that there is shareholder support for an additional US listing, this will take precedence over any plans to list a small shareholding in FanDuel.

Current trading/outlook

Trading for the Group in the first eight weeks of the year has been in line with expectations. Our US division has been delivering continued strong growth across existing states as well as through the very successful launches in Maryland and Ohio. Weremain on track to be EBITDA positive for the full year 2023.# Strategic report

Group ex-US revenues have benefitted from continued strong momentum in UK and Ireland and International from Q4 2022 which has offset the impact of a more challenging environment and tough comparatives in Australia. For 2023 the Group also anticipates:
* Capital expenditure of £480m-£500m (2022 reported:£403m, pro forma: £456m).
* Group Adjusted depreciation and amortisation charge of approximately £480m (2022 reported: £370m, pro forma: £434m), reflecting increased US product investment and Group investment in casino studios and shared platforms.
* A weighted average cost of debt of 5.6%.
* An effective tax rate of 25-27% for the Group ex-US (2022: 22.9%) reflecting the addition of Sisal and the changing mix of taxable earnings across our geographies.

Peter Jackson
Chief Executive Officer
1 March 2023

In the UK & Ireland, product innovation resulted in an improved H2 performance, driving momentum into 2023.

For footnotes see page 88

Annual Report & Accounts 2022

Flutter Entertainment plc 17

US

Headquartered in New York, FanDuel is the premier gaming operator in North America, with a portfolio of brands across iGaming, sports betting, fantasy sports, online racing wagering and TV broadcasting. FanDuel operates in 50 states and launched in Ontario, Canada during 2022. The brand has approximately 17m customers and 27 retail locations.

OUR DIVISIONS

1 As America’s #1 online sportsbook, FanDuel has a c.50% market share, with revenue over $900m greater than its nearest competitor

£2.6bn
The US is now Flutter’s largest operating division delivering £2.6bn ($3.2bn) in revenue in 2022

18
Amy Howe
US CEO

2022 was an exceptional year for the US division, with revenue growing 67% to £2.6bn ($3.2bn) and AMPs increasing to over 3m in Q4. We have maintained our position as America’s #1 sportsbook, outpacing our competition with Flutter US revenue in 2022 over $900m higher than our next nearest competitor and we have also successfully grown our iGaming position with a 21% share in Q4, with FanDuel Casino three percentage points higher than Q4 2021.

In November, we hosted a Capital Markets Day for the investment community, with approximately 200 analysts and investors attending in person. Over the course of the afternoon, members of my senior leadership team shared details of how the FanDuel Advantage is extending our leadership position. Underpinned by the benefits of the Flutter Edge, we are confident these competitive advantages will continue to win us the number one position as new states regulate.

FanDuel is now live in 18 states with its online sportsbook and our two most recent launches in Maryland and Ohio have proven the most successful to date, leveraging our winning playbook.

We also took a bold step into media during the year with the launch of our fully distributed linear cable television network FanDuel TV and OTT platform FanDuel+, where we introduced news anchor Kay Adams, joining the likes of Pat McAfee, Bill Simmons and Lisa Kerney, who continue to create fantastic content and integrations for FanDuel.

To help mark the American Gaming Association’s Responsible Gaming Education Month, FanDuel proudly held its first ever Play Well Day, announcing a number of additions to our industry leading responsible gaming initiatives, including welcoming Amanda Serrano as a Play Well Ambassador, joining Craig Carton. Over 3,000 of our colleagues from across the globe gathered to reaffirm our steadfast commitment to responsible gaming in the US and heard from company and industry leaders on the role our colleagues play every day in creating a culture that encourages customers to Play Well.

I am extremely proud of what we have achieved in 2022. We became the first US operator to become profitable, delivering $22m in EBITDA in Q2 2022, we’re #1 in 15 states and our compounding growth will deliver full year profitability in 2023.

As our scale and growth compounds, I can’t wait to see what we can achieve together in 2023 as we remain firmly on track to deliver profitability for the full year.

UK & Ireland

The UK market is the largest regulated online market in Europe. Between the UK and Ireland, the combined retail and online TAM was estimated to be £11.2bn in 2022. While more advanced than many other European markets, the UK&I online market has continued to exhibit good levels of growth, having delivered 6% compound annual growth over the last five years. The majority of this growth has been at the recreational end of the market. Online penetration of the overall market remains elevated versus pre-Covid levels, sitting at approximately 77% today. The migration of customers from offline channels to online accelerated during the Covid-19 pandemic as retail venues were temporarily closed. In the near term, regulatory changes and safer gambling initiatives being introduced by operators is leading to slower market growth. However, over the medium term we expect the recreational customer segment to continue to drive further growth in the online TAM. As the leading operator in the UK and Ireland, on a proactive basis we’ve introduced safer gambling measures to improve the sustainability of our customer base, positioning us well ahead of any regulatory change. We enjoyed a 28% share of the combined UK online sports and gaming market in 2022.

Fast growing global opportunity

The global online sports betting and gaming market has a significant runway of future growth, with more countries and US states expected to regulate in the years ahead. Just 23%, or £90bn, of this £388bn global market in 2022 is currently online (2021: 25%) with compound annual growth of the online channel expected to exceed 11% over the next five years to 2027.

Markets

The US is the single biggest market opportunity for Flutter. FanDuel continues to see positive legislative momentum, resulting in its online sportsbook now being available in 18 states and iGaming being available in five states. In the twelve months to June 2022, states in which we were operating generated $9.0bn in online GGR, with $4.6bn in sports betting and $4.3bn in iGaming. Our brands had a market share of 50% in sports betting and 21% in iGaming in Q4 2022. We expect the total addressable market (“TAM”) to grow to over $40bn by 2030 consisting of:
* Sports betting: $22.6bn from expansion to 80% of the population and annual population penetration in line with our mature Australian business at 10.5%; and
* iGaming: $17.8bn from expansion to 25% of the population and annual population penetration in existing states to increase at the same rate as sportsbook in those states.

	US market, GGR ($bn)
$22.6bn	iGaming	25%
$17.8bn	Sportsbook	80%
$4.6bn	% addressable US adult population in legal states	12%
$4.3bn	LTM June 2022	15%
$9.0bn	2030	23%
$40.5bn	Retail	34%
4.5x	Online	66%
12%	2017	35%
25%	2018	37%
Sportsbook	2019	33%
35%	2020	38%
80%	2021	34%
% addressable US adult population in legal states	2022	35%
LTM June 2022
2030
Retail
Online
2017
2018
2019
2020
2021
2022
Online CAGR: 6%
UK and Ireland market, GGR (£bn)
15%
23%
US market, GGR ($bn)
20
Flutter Entertainment plc Annual Report & Accounts 2022

Australia

The Australian sports betting market was worth an estimated $8.4bn in 2022, with online accounting for 83% of the market. The market benefitted from a customer migration to online betting, accelerated by Covid-19 related restrictions in retail in 2020 and 2021, with a 16 percentage point shift from the retail sports betting market to online, while also benefitting from changes to the entertainment wallet as consumers substituted online alternatives for travel and leisure spend. In 2022, the Australian market experienced some reversion of these trends with 4% of the market online market returning to retail, and consumers’ entertainment and travel options restored. Sportsbet had an estimated 48% share of the online market during 2020 having enjoyed multi-year market share gains through (i) the retained element of structural shifts in betting patterns given Sportsbet’s strength in both non-racing sports and fixed odds sports betting, (ii) capturing a significant portion of customers who migrated from retail to online, and (iii) leading the market across our three strategic pillars of product, value and marketing.

Retail Online 2017 2018 2019 2020 2021 2022	67% 62% 71% 86% 87% 83%	14% 13% 17% 29% 33% 38%	5.4 6.9 7.9 8.4 5.1 4.8	Online CAGR: 19%	Australian sports betting market, GGR ($bn)

International

The International division operates in over 100 countries with revenues primarily driven from regulated markets. International has four main market types where we will look to:
* Consolidate our #1 position to drive profitable growth in Italy, Spain, Georgia and Armenia. Following the Sisal acquisition we have a market leading 21% share in Italy, Europe’s largest regulated market.
* Invest for leadership in fast growing, high potential markets, such as India, Brazil, Canada and Turkey, where we are generating strong returns on incremental marketing investments.
* Optimise returns in other regulated markets, mainly across Europe, based on our current market position or market growth outlook.
* Maintain existing positions across a range of mostly unregulated markets by minimising the cost to serve customers.

Links to strategy:	Invest 17% £6bn	Optimise 13% £17bn	59% £15bnConsolidate	2021 est. market size (GGR)	Main markets per category
Invest to win in the US
Grow our gold medal positions in core markets			X		Range of geographies
Build on our network and invest for leadership positions across international markets	X				Retail
Take early positions to realise the potential of future spaces		X			Online
				2017	2017
				2018	2018
				2019	2019
				2020	2020
				2021	2021
				2022	2022

UK&I

Flutter UK&I is home to the best-known brands in the market, with more than 6,350 colleagues working across our leading brands Sky Betting & Gaming, Paddy Power, Betfair and tombola at offices in Dublin, London, Leeds, Sunderland, Gibraltar and Malta.

21
Strategic report

Flutter Entertainment plc Annual Report & Accounts 2022# Flutter Entertainment plc Annual Report & Accounts 2022

Strategic report

The UK&I business is the clear #1 in one of the most regulated markets in Europe and is committed to leading the race to the top on safer gambling through innovation and a strong focus on the customer.

OUR DIVISIONS
3.7m In the UK&I, our total AMPs increased by 18%
1.2bn Number of bets placed across our sites in 2022
22

As I joined Flutter UK&I in September it was immediately clear that this is a business with the best brands, market position, and scale in our sector. It is driven by great people at every level who are truly passionate about what they do. Above all though, I have been struck by the genuine care for our customers and their wellbeing that I see and feel right across the business. Momentum has been building across the year enabled by the launch of new product features and campaigns, while we have also been focused on operating more efficiently as a combined business. We traded well through the World Cup albeit the thrilling end to the tournament very much favoured the customer over the bookie. Our continued focus on recreational player growth saw AMPs increase by 18%, setting records for both customer volumes and the proportion of customers playing across both Sports and Gaming products. Online revenue decreased slightly reflecting the annualised impact of important Safer Gambling measures introduced in 2021. We have welcomed tombola into our Flutter family, and we are delighted to see that brand thrive as it starts to benefit from access to Flutter’s talent pool and digital marketing capabilities. Looking ahead, 2023 will be a year of important work as we further integrate Sky Betting & Gaming, Paddy Power and Betfair into a common operating model, with more shared back-end technology. We will be investing to sharpen our execution across marketing, customer engagement and reward, and product development. While we lead in the betting and gaming market, I believe there is much we can learn here from other advanced e-commerce sectors.

Ian Brown
UK&I CEO

We are confident that our leadership is doing the right thing and our strong recreational customer base will help us continue to win share and customer loyalty. At the time of writing, we still await the UK Gambling Act Review. Meanwhile, in Ireland we have seen the Gambling Regulation Bill and we welcome the formation of the Gambling Regulatory Authority. We often talk at Flutter about leading the race to the top in our market – evidenced by the deposit limits we have introduced for customers under 25 years old. We therefore welcome thoughtful, principle-led regulation that enhances customer safety while respecting people’s right to choose. I am confident that the proactive steps we have taken on Safer Gambling, our strong recreational customer base and our focus on product innovation will help us to continue to win share and customer loyalty.

Strategy

A leading strategy for growth

Build on our network and invest for leadership positions across international markets
Growing today’s businesses
Creating the future
Future spaces and new customers

In 2022, we made strong progress against our strategic objectives by expanding our #1 position in the US to newly launched states, growing our customer base in core markets and adding a leadership position in Italy with the acquisition of Sisal.

Grow our gold medal positions in core markets
Growing our recreational customer base efficiently and using local scale to unlock synergistic benefits across our core markets.
Invest to win in the US
Building on the gold medal FanDuel has won in the US we will extend our leadership position and continue to win as new states regulate.
Buying and building podium positions across our international markets, we will combine global scale with local presence to deliver sustainable growth.
Take early positions to realise the potential of future spaces. We’ll continue to nurture an innovative mindset to identify adjacent opportunities to grow our customer base and position us for growth in an ever-evolving entertainment space.

Flutter Entertainment plc Annual Report & Accounts 2022

Invest to win in the US

Extending our leadership position and continuing to win as new states regulate.

What it means
* Consolidating FanDuel’s leadership position as the clear #1 sportsbook in the US.
* Growing our iGaming proposition and portfolio to establish a clear podium position.
* Continuing to exploit the flywheel to maintain leadership and deliver positive EBITDA in 2023.

2022 performance
* Delivered 50% online sportsbook market share in Q4 2022 by Acquiring, Retaining and Growing customer value better than any other operator.
* Increased Q4 iGaming market share to 21% by executing on iGaming strategy.
* Achieved significant scale position with revenue over $900m higher than our next nearest competitor and with one third of the investment-led EBITDA loss.

Links to principal risks:
1. Changing legal and regulatory landscape
2. US growth execution and competition
3. Cyber resilience
4. Third parties and key suppliers
5. Leadership and talent pipeline
6. International technology transformation
7. Compliance with existing legal and regulatory landscape
8. Technology resilience
9. Safer gambling/performance against Play Well strategy
10. Global talent management

During Q1 2022, FanDuel’s online sportsbook launched in New York. Performance in that state is a clear demonstration of how FanDuel’s superior product and disciplined promotional strategy will successfully drive a long-term leading position. The New York launch was highly competitive, with a number of operators launching simultaneously, and some observed to be spending up to six times more on media than FanDuel. We made the considered decision to trust the strength of our product, our number one sports betting app and our efficient promotional strategy to deliver a leadership position. The success of this approach is proved by FanDuel retaining the number one position in the state by a meaningful margin during all four quarters of 2022.

Case study – New York state launch

Growing today’s businesses

US revenue ($m)	2,240
Flutter US	3,180
Competitor A	1,440
Competitor B	500


0	500	1,000	1,500	2,000	2,500	3,000	3,500

Strategic report

Annual Report & Accounts 2022

Flutter Entertainment plc

Grow our gold medal positions in core markets

We retain our challenger mindset and continue to invest in our brand and product propositions. This helps us extend our leadership position and grow our recreational customer base efficiently, leveraging local scale.

48% 2022 Australian online market share
28% 2022 UK online market share

What it means
* Maintaining a clear focus on growing our recreational customer base.
* Continuing to extend our product and brand leadership positions.
* Leveraging our local scale to drive efficiency across our core markets.

2022 performance
* Average monthly players in the UK&I and Australia increased by 18% and 8% respectively.
* Enhancement of our leading product proposition with launch of “BuildABet” in SkyBet and “Same Game Multi Bet Tracker” in Sportsbet.
* Material steps taken to further integrate our UK&I online business with pro forma other operating costs 10% lower versus the prior year despite inflationary pressures.

In January 2022, we completed the acquisition of tombola, the UK’s largest online bingo operator. tombola has a market leading bingo proposition with a vibrant player community helping to act as brand advocates. This contributed to year-on-year player growth of 9%, despite the Covid-19 related tailwinds we saw in the prior year. tombola operates at the highly recreational end of the market, aligning with our safer gambling strategy. Following the acquisition, we have enhanced tombola’s digital marketing capabilities and supplemented the strong tombola team with access to Flutter’s talent.

Case study – tombola

Growing today’s businesses continued

Strategy continued

Brand images to be supplied

Build on our network and invest for leadership positions across international markets

Buying and building podium positions across our international markets, we will combine global scale with local presence to deliver sustainable growth.

22% Italian online market share

In August 2022, we completed the acquisition of Sisal, Italy’s leading online gaming operator. Sisal provides us with more exposure to the attractive, fast-growing and regulated Italian online market, where omni-channel operators, like Sisal, have been taking share due to local online advertising restrictions. Sisal has a diverse product offering in betting and gaming, while also adding lottery capabilities to the Group. This is allied with a strong focus on safer gambling and sustainability. Sisal also operates in Turkey and Morocco with an expected launch in Tunisia within 12 months. Sisal has performed strongly during 2022, with revenue and EBITDA growth of 32% and 22% respectively.

What it means
* Consolidate #1 position in our largest markets to drive profitable growth.
* Invest for leadership in high potential markets.
* Optimise returns by supporting regulated market positions.
* Buying businesses with podium positions in attractive markets that Flutter can further develop.

2022 performance
* Revenue growth of 22% in our consolidate and invest markets.
* Revenue from regulated or regulating markets now 97% of total Group revenue in Q4 2022.
* Acquisition of Sisal creates #1 position in Italian market with a 22% online market share in Q4.# Strategy continued

Links to principal risks: 1 Changing legal and regulatory landscape 2 US growth execution and competition 3 Cyber resilience 4 Third parties and key suppliers 5 Leadership and talent pipeline 6 International technology transformation 7 Compliance with existing legal and regulatory landscape 8 Technology resilience 9 Safer gambling/performance against Play Well strategy 10 Global talent management

Case study – Sisal

Future spaces and new customers

Our scale is global but we think and act like a challenger. This means always exploring ways to broaden our customers’ base, push the boundaries of what is possible and lay the foundation for future growth.

1.3m PokerStars VR players in 2022

In 2022, we consolidated our leadership position in social casino in the metaverse by continuing our investments in PokerStars VR. We launched the Casino One update, turning PokerStars VR into a fully-fledged virtual casino environment with new games and features such as roulette, blackjack, slots, sportsbook, and craps. We organised metaverse poker tours, introduced private player suites and released “The Gallery”, a private room for players, as well as “The Rooftop” for our subscribers in the metaverse. PokerStars VR was chosen as a launch title for Meta’s ground-breaking Meta Quest Pro mixed reality headset in October 2022 and regularly features in Meta’s Top five games spotlight. With new VR hardware launches scheduled for 2023, PokerStars VR is set for continued growth.

What it means

Exploring new ways to excite our customers and to drive a culture of innovation across all our brands.
Seeding opportunities in new disruptive areas.
Driving learnings to evolve our business, and bring betting and gaming into the future.

2022 performance

We built a solid foundation, through the capabilities we are developing, to create the future of our industry and maximise on the opportunities this brings.
We launched new products in adjacent spaces such as FanDuel Faceoff, a casual skill gaming proposition, and FanDuel TV, the first 24/7 linear and digital network in the US dedicated to sports-wagering content.
We continued to consolidate our early leadership position in the metaverse through our highly rated PokerStars VR game.

Case study – PokerStars VR

Creating the future

Our strategy helps bring entertainment to life

Key performance indicators

Financial indicators

	2022	2022	2022	2021	2021	2021
	7,693	918	1,045	6,036	723	1,001
Revenue (£m)	+27%
Reported EBITDA (£m)		+27%
Adjusted EBITDA (£m)			+4%

Tracking our key performance indicators (“KPIs”) helps us make better decisions, set the right goals and measure our progress in achieving our strategic ambitions.

Revenue (£m)
- Definition: Net revenue refers to the total amount staked or wagered by customers after deducting amounts paid out to customers, free bets and promotional credits, and VAT.
- Why we measure it: This measures our ability to effectively and sustainably build brand equity and grow market share in key markets across our product and geographic portfolio.
Performance: Revenue increased 27%, reflecting ongoing expansion in the US as FanDuel continues to deliver excellent momentum, as well as the benefit of the tombola and Sisal acquisitions during the year.
Reported EBITDA (£m)
- Definition: Reported EBITDA refers to total earnings before interest, tax, depreciation and amortisation generated from our operations.
- Why we measure it: This measures the profitability of our business, driven by our investment choices and our ability to effectively manage costs and leverage scale.
Performance: Reported EBITDA increased 27% reflecting the benefit of the Tombola and Sisal as well as the prior year impact of the once-off cost associated with the settlement of a historical legal case in Kentucky.
Adjusted EBITDA (£m)
- Definition: Adjusted EBITDA is EBITDA before deducting Separately Disclosed Items (“SDIs”).
- Why we measure it: This measures the profitability of our business, driven by our investment choices and our ability to effectively manage costs and leverage scale.
Performance: Adjusted EBITDA increased 4% also reflecting the benefit of the Tombola and Sisal acquisitions during the year and good growth in our International markets which offset regulatory impacts during the year.
Adjusted free cash flow (£m)
Definition: Adjusted free cash flow (“FCF”) refers to net cash flows from our operating activities after capital expenditure, corporate taxation, lease liability payments and working capital movements, and before deduction of the cash element of separately disclosed items (“SDIs”).
Why we measure it: This measures our ability to generate cash, which we can then use to fund future investment in the business, both organic and acquisitive, and to fund potential dividends to our shareholders.
Performance: Adjusted free cash flow was broadly in line with the prior year with an increase in capital expenditure and tax costs offset by a larger working capital business as our US business grows.
Leverage ratio (net debt/pro forma adjusted EBITDA)
Definition: Leverage ratio is calculated as net debt divided by trailing 12-month adjusted EBITDA. Net debt comprises the principal outstanding balance of borrowings, accrued interest on those borrowings and derivatives held for hedging debt instruments less cash and cash equivalents.
- Why we measure it: The Board has set a medium-term leverage ratio target of 1–2 times which we believe is appropriate for a group operating in our sector.
Performance: The leverage ratio increased to 3.9x due to the acquisition of tombola, the buy-out of minority interest in Adjarabet and the acquisition of Sisal during the year. Excluding US losses, the leverage ratio was 3.2x.
Total shareholder return (%)
Definition: Total shareholder return (“TSR”) refers to the total return accruing to shareholders during the year. This will reflect the total share price return as well as any cash returns, including, for example, ordinary dividends, special dividends and share buy-back programmes.
Why we measure it: This measures the effectiveness with which we achieve long-term value for our shareholders in line with Group strategy. Relative TSR is also used as the sole performance measure for the Executive Directors’ Long Term Incentive Plan ("LTIP").
Performance: TSR was lower in 2022 as investors cycled out of equities, particularly in H1 in favour of lower risk investments. Flutter outperformed the sector in 2022 with three year TSR of 42%.

Links to principal risks: 1 2 3 4 5 6 7 8 9 10
Links to strategy: 1 2 3 4 5 6 7 8 9 10

Measuring our progress

	2022	2022	20222022	2021	20212021
	3.9x	(4)628	2.6x	(23)	625
Leverage ratio (net debt/pro forma adjusted EBITDA)	3.9x
Total shareholder return (%)				-4.0%
Adjusted free cash flow (£m)		£628m

Definition: Net revenue refers to the total amount staked or wagered by customers after deducting amounts paid out to customers, free bets and promotional credits, and VAT.
Definition: Reported EBITDA refers to total earnings before interest, tax, depreciation and amortisation generated from our operations. Adjusted EBITDA is EBITDA before deducting Separately Disclosed Items (“SDIs”).
Definition: Adjusted free cash flow (“FCF”) refers to net cash flows from our operating activities after capital expenditure, corporate taxation, lease liability payments and working capital movements, and before deduction of the cash element of separately disclosed items (“SDIs”).
Definition: Leverage ratio is calculated as net debt divided by trailing 12-month adjusted EBITDA. Net debt comprises the principal outstanding balance of borrowings, accrued interest on those borrowings and derivatives held for hedging debt instruments less cash and cash equivalents.
Definition: Total shareholder return (“TSR”) refers to the total return accruing to shareholders during the year. This will reflect the total share price return as well as any cash returns, including, for example, ordinary dividends, special dividends and share buy-back programmes.
Why we measure it: This measures our ability to effectively and sustainably build brand equity and grow market share in key markets across our product and geographic portfolio.
Why we measure it: This measures our ability to effectively and sustainably build brand equity and grow market share in key markets across our product and geographic portfolio.
Why we measure it: This measures the profitability of our business, driven by our investment choices and our ability to effectively manage costs and leverage scale.
Why we measure it: This measures our ability to generate cash, which we can then use to fund future investment in the business, both organic and acquisitive, and to fund potential dividends to our shareholders.
Why we measure it: The Board has set a medium-term leverage ratio target of 1–2 times which we believe is appropriate for a group operating in our sector.
Why we measure it: This measures the effectiveness with which we achieve long-term value for our shareholders in line with Group strategy. Relative TSR is also used as the sole performance measure for the Executive Directors’ Long Term Incentive Plan ("LTIP").
Performance: Revenue increased 27%, reflecting ongoing expansion in the US as FanDuel continues to deliver excellent momentum, as well as the benefit of the tombola and Sisal acquisitions during the year.
Performance: Reported EBITDA increased 27% reflecting the benefit of the Tombola and Sisal as well as the prior year impact of the once-off cost associated with the settlement of a historical legal case in Kentucky.# Strategic report

Annual Report & Accounts 2022 Flutter Entertainment plc 31

Key performance indicators continued

Measuring our progress continued

	2022	2021	Change
Average monthly players 2 (m)	10.2	8.1	+26%
Play Well 3 (%)	40.1	32.3	40.1%
Colleague engagement (%)	79	80	79%
Technology availability (%)	99.67	99.30	99.67%

Non-financial indicators

Definition: Monthly players are the total number of players who have placed and/or wagered a stake and/or contributed to rake or tournament fees during the month. Average Monthly Players (“AMPs”) are the average of the monthly players over the reporting period.
Why we measure it: This measures changes in the size of our customer database which is a key driver of long-term growth, particularly in markets which remain in investment mode.
Performance: AMPs increased 26%, reflecting strong growth in the US as FanDuel expands into new states, as well as the benefit of adding tombola and Sisal players to the Group during the year.

Definition: Global Play Well goal measured as the % of active online customers who use safer gambling (Play Well) tools in the specified reporting period. We have set an ambitious Group target to have 75% of our customers using safer gambling tools by 2030.
Why we measure it: We believe there are universal principles we can employ, leveraging our global scale and expertise to provide players with tools, information and support to enable an entertaining, safe experience. The Play Well goal measures our progress on this.
Performance: For 2022 this measure was 40.1% representing an almost eight percentage point increase compared with the prior year. See more in our Customers section of our Positive Impact Plan on page 51.

Definition: Colleague engagement is measured as a weighted average of the various regular employee engagement survey scores across the Group, which include metrics for employee satisfaction and wellbeing.
Why we measure it: Colleague engagement is a key enabler of our strategy and performance and is at the centre of everything we do.
Performance: Employee engagement remains high at 79% and broadly in line with the prior year as we continue to put the wellbeing of our people at the heart of our strategy. See more in our People section from page 40 and the Colleagues section of our Positive Impact Plan on page 58.

Definition: Technology availability is the proportion of time during the year when our technology platforms were fully available to our customers.
Why we measure it: This measures the reliability, scalability and flexibility of our technology platforms which are key drivers of our ability to continuously innovate and provide best-in-class products to our millions of customers.
Performance: Technology availability remains very high at 99.67% reflecting the reliability and scalability of our platforms.

Links to principal risks:
Links to strategy:

Changing legal and regulatory landscape
US growth execution and competition
Cyber resilience
Third parties and key suppliers
Leadership and talent pipeline
International technology transformation
Compliance with existing legal and regulatory landscape
Technology resilience
Safer gambling/performance against Play Well strategy
Global talent management

Links to strategy:
Invest to win in the US
Grow our gold medal positions in core markets
Build on our network and invest for leadership positions across international markets
Future spaces and new customers

Links to principal risks:
1. Changing legal and regulatory landscape
2. US growth execution and competition
3. Cyber resilience
4. Third parties and key suppliers
5. Leadership and talent pipeline
6. International technology transformation
7. Compliance with existing legal and regulatory landscape
8. Technology resilience
9. Safer gambling/performance against Play Well strategy
10. Global talent management

Businesses acquired during 2021 and 2022 have been included on a reported basis (Junglee, January 2021; Singular, September 2021; Tombola, January 2022 and Sisal, August 2022). See page 88 for detailed footnote on leverage ratio calculation. Adjusted measures exclude items that are separately disclosed as they are (i) not part of the usual business activity of the Group; (ii) items that are volatile in nature; and (iii) purchase price accounting amortisation of acquired intangibles (non-cash).
Junglee AMPs are now included within Group AMP numbers and 2021 has been restated to reflect this change.
2021 Play Well KPI has been restated to strengthen the measurement of the metric by including Adjarabet, Junglee and tombola (Sisal and Canada not included), and to measure tool usage of AMPs instead of active customers.

Flutter’s disclosure in accordance with Art. 8 Taxonomy Regulation and Art. 10 (2) of the Art. 8 Delegated Act, (“Disclosures Delegated Act”) is contained on page 290

Strategic report 33

Australia

Sportsbet is the market leader in online sports betting across Australia. Its innovative, easy to use products and outstanding personalised value combine to create a leading customer proposition for millions of customers. Sportsbet operates exclusively in Australia, offering a vast range of betting products and experiences across local and global horse racing, sports, entertainment and major events.

OUR DIVISIONS

48% Sportsbet is Australia’s market leader in online betting with 48% of the Australian wagering market and over 1.1 million average monthly players
$1.1m contributed to charity during 2022

34 Barni Evans

AUSTRALIA CEO

We have been pleased with progress made by Sportsbet during the year as a continued focus on recreational customer growth delivered AMPs of 1.1m, 8% higher than the prior year.# Strategic report

Business model

How we generate revenue

Peer-to-peer

We make a commission from products where customers play/bet against each other. This includes lottery, poker, exchange, daily fantasy sports, rummy and pari‑mutuel racing

Free to play

Customers enter competitions at no cost to win prizes, e.g. Sky Super 6. Some of these customers play real money products over time

Games of chance, such as online casino, bingo and machine gaming terminals.

The games involve customers betting “against the house” and we generate a margin

Gaming

Traditional bookmaking, where we make a margin from bets placed by customers on the outcome of events

Sports betting

Net revenue
Gross gaming revenue
Less: Cost of sales
Less: Customer promotions
Less: Marketing costs
Less: Other operating costs
Gross profit
Contribution
EBITDA
Higher volatility
Medium volatility
Lower volatility

How we enable value creation

Powered by key enablers

Speed

The spaces we operate in are volatile and defined by technological and social change. We aim to maximise opportunities arising from changes in consumer behaviour, developments in technology or emerging adjacencies. We prioritise speed over efficiency to further our strategy.

Customer insight and data

Our global platform and data capabilities empower our local brands to meet their players’ needs. Our diversified global portfolio gives access to unparalleled insight on customer behaviour and trends which we use to better serve and support our broad player base more effectively, informing decision making throughout the organisation.

Product and technology

We have a long heritage in providing our customers with innovative products underpinned by reliable, collaborative technology platforms. Our global workforce is focused on delivering best-in-class customer propositions, such as the 1,000 pricing and risk management experts continually evolving our proprietary sports betting product advantage.

Scale

We combine our local scale from a diversified portfolio of brands and products with access to our global capabilities, such as product and technology innovation, customer insights and data, to win in our markets. This gets our “flywheel” going which enables compounding organic growth to secure and defend our gold medal positions.

The value we create

Taxes £2.2bn ¹
Sports levies £514m

Total shareholder return 6.7% ²

¹ Figure includes betting and gaming taxes, VAT, Corporation Tax and other taxes.
² Compounded annual return since 31 December 2017.

Sustainability sits at the heart of everything we do. Following the launch of our Positive Impact Plan in February 2022, we are really setting the pace and agenda for positive change in our industry. The Positive Impact Plan builds on strong progress from across our individual brands and sets out a blueprint for our ongoing commitment to creating positive change for three key stakeholder groups: our customers, our colleagues and our communities; while at the same time taking actions to reduce our environmental impact. We lead the industry in safer gambling, and through the Positive Impact Plan we’ve introduced a targeted Play Well strategy to define key universal principles for all of our divisions to tailor to their specific local markets and customer needs. We know our success depends on our colleagues, and our Work Better strategy is all about making sure we develop policies and create spaces that empower our people to perform at their best. Our Do More strategy will enable us to drive positive change in the communities where we live and work.

Positive Impact Plan

Underpinned by our Positive Impact Plan

Customers
Colleagues
Communities

Engaging with our stakeholders

The Directors continue to act in a way that promotes the success of the Company for the benefit of shareholders and all of our many stakeholders.

Our stakeholders

Shareholders
Customers
Colleagues
Communities
Suppliers
Government and regulators

While the 2018 UK Code makes specific reference to section 172 of the United Kingdom’s Companies Act 2006, Flutter is incorporated in Ireland and subject to the requirements of the Companies Act 2014 of Ireland rather than the 2006 UK legislation. Nonetheless, we follow best practice in both jurisdictions, and regular feedback from all engagement activities is considered by the Board as part of its decision-making processes as detailed in this section of the report. Effective stakeholder engagement helps us better understand the impact of our decisions on all our stakeholders as well as their needs and concerns.

How we engaged

The AGM was held on 28 April 2022 at our HQ in Clonskeagh, Dublin. Shareholders attended in person or participated in the meeting virtually and submitted questions to the Chair.
The Chair held meetings with our largest investors on corporate governance topics, including sustainability, talent retention, risk management and succession planning at both Board and Executive Committee levels. These meetings also focused on safer gambling, growth of the US, restructuring of the UK&I division and performance and growth of the whole Group.
Regular engagement with our shareholders happens through a comprehensive Investor Relations programme. This includes continuous engagement with both existing and prospective institutional shareholders and sell-side analysts through direct meetings, attendance at investor conferences and results road shows.
The Executive Directors presented to and met with our largest shareholders and analysts following release of the full year and half year results as well as quarterly trading updates.
A Capital Markets Day was held in Manhattan in November 2022 on our leading US sports betting business, FanDuel. This set out a comprehensive overview of why we are winning in the US market and provided shareholders and sell-side analysts with the opportunity to ask management questions. Approximately 200 members of the investment community attended, with a further 300 streaming the event virtually.
On a monthly basis, the Board receives a summary of analysts’ commentary and reports. The Board also received presentations from our corporate brokers.
The Chair and Company Secretary communicated directly with different private individual shareholders.

Outcomes

Investors welcomed our comprehensive communications programme to keep them updated on our financial position, performance, business perspectives and risk.
Our engagement with shareholders provided an understanding of the rationale for some negative votes against the Directors’ Remuneration Report at our 2022 AGM.
We’ve built connections with the environment, social and governance (“ESG”) teams of major investors and the Chair and Executives had follow up meetings with them to answer questions about our sustainability strategy.

Regular and constructive engagement with shareholders enables a deeper understanding of the issues that matter most to them.# Strategic report

Annual Report & Accounts 2022

Flutter Entertainment plc 39

Stakeholder engagement continued

How we engaged

As part of our commitment to keeping our colleagues informed and engaged about our performance, we held regular Town Halls and ran a number of live streamed events with our Executive team, including “Playing for a Positive Future” events dedicated to our Positive Impact Plan.
Individual teams also have their own local communications events and activities. As well as updates about strategy, trading and performance, we focus on important topics such as wellbeing, diversity and inclusion.
We‘re investing in new ways to support two-way communication across the Group including internal social networking sites, email and divisional intranet sites. Choice around the way colleagues receive key messages is important and also helps to encourage collaboration and overcome the challenge of operating in a global business.
To ensure colleagues have an opportunity to share their opinions and have their voices heard, we gather feedback from across the Group through colleague surveys covering a wide range of topics. For example, we use a range of tools and methods to better understand the real experience of marginalised groups in our business including regular Pulse engagement surveys as well as quantitative and qualitative research.
We held four Workforce Engagement Committee meetings and six listening groups with a broad range of colleagues.

Outcomes

We introduced global minimum standards for parental leave, further enhancing our offer to include at least 16 weeks of paid leave for the primary parent and four weeks of paid leave for the secondary parent.
We introduced new internal systems to enable colleagues around the globe to more efficiently connect. For example, we onboarded more than 75% of colleagues onto a new Company-wide intranet, Flutter Connect, with the remainder scheduled for 2023. We enhanced our internal communications functionality so that people across divisions and brands can engage with each other on news and projects. We also rolled out FlutterBe, our new HR ecosystem that supports around 12,000 people across 25+ countries with a variety of tools to make working together simpler and faster. There are plans to enrol more colleagues onto the platform in the future.
We launched our Global Advocacy Programme, an initiative led by members of our Executive Committee to champion different diversity groups and amplify their voices on a global scale. The programme focuses on four global workstreams where we believe we can make a collective impact and strive for positive change – Gender, Multicultural, LGBTQIA+ and Accessibility.
We launched a number of programmes to support and empower female leaders, including FanDuel’s "Women in Leadership", Sportsbet’s "Accelerate" and Flutter International’s "Women in Tech". As well as creating a strong network of women in leadership positions, these initiatives form part of Flutter’s Work Better target of having 40% of top leadership roles held by women by the end of 2026.
We created our first global Pride Committee, "Flutter Pride". Led by passionate people from across the business, initiatives included Pride parades and office installations, partnering with the LGBT Foundation to run a series of Allyship workshops, and creating an LGBTQIA+ Playbook for colleagues.

Colleagues

Our success depends on our people, and we are committed to giving everyone at Flutter a safe space for expression and creativity.

Links to strategy:
* Invest to win in the US
* Grow our gold medal positions in core markets
* Build on our network and invest for leadership positions across international markets
* Take early positions to realise the potential of future spaces

Positive Impact Plan

Flutter Entertainment plc 40 Customers

How we engaged

Enabling a positive customer experience is at the heart of our business and our customer engagement. Through regular communication and advertising, we engage with our customers on various topics, notably safer gambling. We continually educate our customers about our supportive Play Well tools and we interact where we see signs of unsafe play.
On a daily basis our brands engage with our customers through our online betting and gaming platforms, our marketing communications, our retail stores and our customer service channels.
We’re always seeking to understand our customer needs and engage with them through feedback channels, research and by obtaining insights into customers’ views and experiences.

Outcomes

We continue to lead on progressive change across the industry. For example, in the UK & Ireland we completed the roll out of new measures to enhance the protection of customers under the age of 25, and our leading brands – Sky Betting & Gaming, Paddy Power and Betfair – were awarded the Gold Advanced Level 3 standard by GamCare for their progressive approach and continuous focus on safer gambling.
We continue to improve our real-time support to our customers offering multiple ways to communicate and investing in innovative solutions to make it easier to get help when it is needed. For example, Sportsbet delivered a world-first Play Well experience that facilitates real-time, on-platform and personalised intervention to its customers.
Betfair enhanced the customer experience through the completion of Betfair Rebuild ahead of the World Cup for both UK&I and International customers.
FanDuel launched FanDuel TV – the first of its kind betting entertainment hub dedicated to sports-wagering content and delivering more live sports programming than any other network in the US.
PokerStars revitalised its Live Events offering, engaging the poker community across the globe with successful events in various locations deepening its connection with players.
FanDuel held its first company-wide Play Well Day, introducing boxing champion Amanda Serrano as its latest Responsible Gaming Ambassador.
Betfair International continued to cement its local brand equity by bringing together Brazilian football legends Rivaldo and Ronaldo for the first time in 10 years to spearhead a marketing campaign across TV, digital, social and offline channels.

Providing customers with a positive, entertaining and safe experience is at the heart of everything we do.

Strategic report

Annual Report & Accounts 2022

Flutter Entertainment plc 41

Stakeholder engagement continued

How we engaged

We have funded a number of non-profit partners globally to support our local communities and make a positive difference to society. Our programme is built around three core themes to help us maximise our impact: sport and play; technology for good; and health and wellbeing.
We strive to embed colleague engagement across all our activities to help them to give back to the causes they care about and volunteer through our partners and activities.
We leverage the strength and reach of our brands and the commitment of our customers to scale the impact of our partnerships in the community.

Outcomes

We contributed to causes and communities across our global locations through charitable donations and volunteering. This includes the work of our numerous charities who bring colleagues together to connect and make a difference.
PokerStars reached our ambitious target of raising £3m for Right To Play since we launched our partnership in 2014. The money will be used to support their mission to help vulnerable children around the world through the power of play.
Our #ClubsInCrisis campaign, which launched in 2021, continued in 2022 distributing small grants to grass roots sports clubs across the UK, helping to improve mental health, create stronger communities, develop life-skills and ensure continued access to local sports clubs. Since launch, we’ve helped 1,500 individual clubs, enabling us to activate the power of sport and games to reach around 230,000 individuals.
We donated nearly £0.5m to CARE International and their efforts to support displaced communities in Ukraine.
Sky Betting & Gaming helped 180 women learn to code through Code First Girls, as part of our ambition to equalise access to technology and boost diversity into the tech sector.
Sportsbet’s annual Try July raised AUD $270,000 for the Australian Red Cross to help with their Tonga Recovery Appeal QLD and NSW Floods Appeal.
FanDuel placed more than 300 colleagues as volunteers in the community over a single day. They donated 623 hours volunteering in food banks, assembling over 1,000 care packages and participating in community clean-ups.
Colleagues donated €48,000 to several Irish based charities, including €28,000 to their charity of the year the Children’s Health Foundation, which was funded by direct donations through the CSR Committee and fundraising by employees.

Communities

Suppliers

How we engaged

In 2022, we continued to engage extensively with our critical suppliers across the globe to ensure the continuity of our products and offerings.
We engaged with regulatory authorities on our activity with suppliers to fulfil requirements regarding operating licences in the US and elsewhere.
We engaged with global sporting integrity bodies, leagues, teams and media partners to protect sports, promote safer gambling messages and enhance the overall customer experience.

Outcomes

We have worked to develop and further implement our supplier risk framework to help us to manage our suppliers more holistically across the lifecycle.# Enhancements this year have included:
The extension of the roll out of tools across the business to strengthen the controls around spend governance in areas such as contract pre-approval and spend authorisation.
The implementation of tools to risk-assess critical suppliers globally and help identify mitigation strategies to protect supply.
The formation of cross-disciplinary Supplier Risk forums to routinely monitor the global supplier risk landscape for developments and help manage emerging threats.
FanDuel signed an agreement in 2022 with The International Betting Integrity Association ("IBIA") who have a proven record in discovery and working closely with stakeholders to improve the integrity record of federations and sports leagues across global sports.

Links to strategy:

Invest to win in the US
Grow our gold medal positions in core markets
Build on our network and invest for leadership positions across international markets
Take early positions to realise the potential of future spaces

Positive Impact Plan

Government and regulators

How we engaged

FanDuel worked effectively with state regulators as the US market continued its regulatory path and collaborated with the American Gaming Association ("AGA") and the largest online gaming operators to agree the first industry-led responsible gaming standards.
Since the UK Government called for evidence as part of the Gambling Act Review in December 2020, Flutter has submitted evidence and continued to engage with the Government, the Gambling Commission and a wide range of other interested stakeholders.
In Ireland, we made a full submission to the Oireachtas Joint Committee on Justice as part of their pre‑legislative scrutiny of the General Scheme of the Gambling Regulation Bill. We also appeared before the Committee as part of the same process.
Sportsbet proactively engaged with governments at both a national and state level on the National Consumer Protection Framework (“NCPF”), with a focus in 2022 on reforms to safer gambling messaging, staff training and the introduction of a national self‑exclusion register.
Flutter International has been involved in ongoing regulatory developments in multiple markets across the globe, both directly and through industry associations. For example, Flutter International continued to work with the Brazilian Ministry of Economy regarding the future Brazilian sports betting regulation, organising and presenting at a workshop on sports betting regulation in Brasilia with Brazilian government officials.

Outcomes

In 2022 FanDuel secured licences and was able to launch mobile sports wagering in Kansas, Louisiana, Maryland, New York, Wyoming and Ontario, Canada, and in‑person retail sports wagering locations in Kansas and Washington DC.
We welcomed the publication of the Gambling Regulation Bill in Ireland, which is expected to pass into law in 2023. The Bill will create an independent, dedicated gambling regulator, and we look forward to constructive engagement as effective measures are put in place.
After proactively engaging with the Northern Territory Racing Commission (“NTRC”) on its Real Time Intervention initiative, Sportsbet presented at the NTRC Annual Bookmakers Forum. Sportsbet also played a leading role in the Responsible Wagering Australia’s multimillion‑dollar safer gambling campaign “Having a bet? Have a game plan” which encourages customers to set deposit limits.
Our International division has achieved positive regulatory developments in a number of markets, securing licences to operate in Ontario and Germany. Sisal was also awarded contracts in Tunisia and Morocco.
Flutter has continued to engage positively with governments and regulators across the globe in 2022.

International

OUR DIVISIONS

8,000 colleagues based across five continents
5 major customer-facing brands

With over 8,000 colleagues across six continents operating the Sisal, PokerStars, Betfair, Adjarabet and Junglee brands for customers in over 100 countries, Flutter International is a truly global division. In addition to our geographic reach, we also offer the broadest range of products in our industry including Sports Betting, Exchange, Casino, Poker, Rummy, Daily Fantasy, Virtual Reality, Lottery and Social Gaming.

Dan Taylor
INTERNATIONAL CEO

2022 has been a transformational year for Flutter International, with the acquisition of Sisal and continued regulated market growth across PokerStars, Betfair, Adjarabet and Junglee, leading to a significant increase in the scale and locally regulated revenue mix of the division. During 2022, we focused on driving growth in our “Consolidate and Invest” markets – including Italy, Spain, India, Brazil, Canada, Georgia and Armenia – where we continue to build and maintain our leadership positions and win through the strength of our brands, people and products. Our capability to leverage the Flutter Edge by combining technology, tools and talent from across the Group with true local focus gives us an enduring and growing ability to deliver winning player experiences. We continue to see strong momentum across these markets, which accounted for 76% of the divisional revenue in 2022, and provide substantial, long-term profitable opportunities for further growth. The Sisal acquisition brought lottery capabilities to Flutter for the first time, which has opened up markets that were previously not addressable, such as Turkey where we hold a monopoly concession. In the second half of the year, we successfully won monopoly tenders in Tunisia and Morocco – both tenders combine our new lottery expertise with unmatched Pricing & Risk management capabilities, giving us our first licensed exposure to the exciting African gaming market. Flutter International also obtained licences to operate its products in Germany and in the Canadian Province of Ontario. As part of our commitment to achieving the goals set out in Flutter’s Positive Impact Plan, our partnership with Right To Play saw us reach a huge milestone of over £3m donated since 2015. With leading positions in a number of the world’s largest and fastest growing regulated and regulating markets, Flutter International is uniquely placed to use its unrivalled global scale to deliver superior local player experiences and capitalise on the growth of the global online gaming market. We worked with our long-term partner CARE International to provide support to those affected by the war in Ukraine and extended our partnership with the charity Missing People. Through our partnership with Red Bull F1 Racing, two charity poker events were held in London and Brazil to support their charity foundation “Wings for Life”. Our focus on delivering the safest and most responsible experience to our players is central to our mission across all our brands. We continue to invest heavily in player protection and are pleased to have seen an increase of over 10% in customers utilising at least one of our Play Well tools during the year.

Our approach to sustainability

Sustainability

Making a lasting, positive impact requires a sincere commitment to do the right thing, an ambitious view of what can be achieved, and the resources to take action. In 2022, we laid those foundations, developing a comprehensive Positive Impact Plan to guide our business and lead betting and gaming into the future. In 2022, we launched our inaugural global sustainability strategy, our Positive Impact Plan, and invested in bringing this to life. We built on the strong foundations laid through decades of commitment to our people, customers and communities, and put our strategy into action through global and local initiatives. At the global level, we collaborated across our divisions to drive greater impact across all markets, set Group-wide targets, and transformed the way we measure our progress so that our brands are better able to share best practice and spot opportunities. In the pages that follow, you’ll find case studies highlighting just a few of the many initiatives that were implemented this year. We have made progress across all pillars in our Positive Impact Plan, and in building our global capabilities. We hope that our successes and learnings serve as motivation for our colleagues and inspiration for other businesses facing similar challenges. We recognise that there is much more work to be done, and that we must hold ourselves accountable to our stakeholders throughout this journey. That ambition drives us to improve the accuracy of our data and measurement capabilities across the board. With improvements already in place, and more to come as we learn and refine our systems, we aim to continually improve the quality of our insights across all aspects of environment, social and governance (“ESG”). Even as we look back at the accomplishments and achievements of the past year, we always look forward – setting more ambitious goals, investing in improvements to our data capture systems, and seeking more ways to move the industry as a whole toward a safer and more sustainable future. That’s what doing the right thing is all about, and that’s what drives us to use our global scale to make a positive impact on our customers, in our communities, for our people and for the planet.

Flutter is committed to leading the industry in ESG, innovating to deliver maximum positive impact and shift public perceptions.
Pádraig Ó Ríordáin
Chief Legal Officer and Group Commercial Director

Overview

Leading the betting and gaming industry toward a more sustainable future
Around the world, governments and businesses are setting policy and taking action to combat environmental and social challenges that are degrading ecosystems and destabilising communities.# Sustainability

Accountability is paramount, and the importance of ESG to stakeholders and the general public is driving increased transparency and a stronger focus on data accuracy. Flutter is committed to leading the industry in ESG, innovating to deliver maximum positive impact and shifting public perceptions. We engaged with various stakeholder groups to ensure that we focus on the topics most material to them and to us. Through our Positive Impact Plan, we are addressing those issues and are focused on making a substantive and measurable difference for people and planet. We know we still have much to do. Collecting accurate data on the scope and scale of our impact across our global operations, with almost 22,000 employees, 51 offices and hundreds of retail outlets globally, is extremely challenging. Weare already taking steps to greatly improve our measurement and reporting processes, which will allow us to align with recognised reporting standards like GRI, SASB, UNGC and CDP, and develop deeper insights that drive impact year on year. Our ESG strategy is fully aligned with and integrated into our overall business strategy, helping us to make strong progress against our objectives. This year, we will further embed ESG into decision making across the business, incentivising our leaders and managers to factor these priorities into their planning and supporting our brands in their market-specific journeys with an expanded central team and a cohesive global policy that allows for local adaptation and ownership.

Key highlights

GRI – Global Reporting Initiative
SASB – Sustainability Accounting Standards Board
UNGC – UN Global Compact
CDP – Carbon Disclosure Project

Helping customers to Play Well

40% Tool usage globally, anincrease of 24.1% from 2021*
- * On a like-for-like basis.
£60m Total investment insafergambling

Empowering colleagues to WorkBetter

33% Female representation at leadership level
LAUNCHED Employee engagement platform

Working with communities to DoMore

441,046 Lives improved
£4m Donated

Reducing our environmental impact

Scope 3 Expanded our environmental data disclosure to all applicable Scope 3 categories
SBTi Finalised our carbon footprint baseline, initiated our submission toSBTi and net zero transition pathway

Strategic report | Annual Report & Accounts 2022 | Flutter Entertainment plc 47

Sustainability continued

Framework and 2030 goals

Making a positive impact on our customers, colleagues and the communities in which we operate is a responsibility that we take very seriously. Our Positive Impact Plan ensures that all of our efforts across teams are aligned to an ambitious set of goals and continue challenging us to always do better. With this plan, we are making a real difference on a global scale by driving local progress, and we aim to lead our industry in sustainable practices. As we continue to work toward our 2030 goals, our approach will be assessed and adjusted to reflect the evolving needs of our stakeholders. We have expanded our central sustainability team, bringing in senior resource to provide additional expertise in reporting, communities and environment, to enable us to better support and co-ordinate activities across our Group and drive progress against our goals.

To have 75% of our active online customers using one or more of our Play Well tools by 31 December 2030, with over 50% using one or more tools by end 2026.

Customers	Colleagues	Communities
Positive Impact Plan

Customers – Play Well

Our Positive Impact Plan

40.1% of customers using Play Well tools, up 24.1% from 2021*
- * On a like-for-like basis.

	2022 Commitment	Achieved
UK & Ireland	2% reduction in the proportion of revenue from customers who self-exclude	22.89% reduction
International	36.5% customers applying a deposit limit, cooling-off period or stake limit	45.1%
Sportsbet	15% of net revenue from customers with deposit limits in place	15.17%
FanDuel	100% employees to complete the responsible gaming training module in March	98.17%
	All new customers to receive responsible gambling messaging and signposts to tools within 30 days of sign-up	Launch completed in August 2022

48 | Flutter Entertainment plc | Annual Report & Accounts 2022

Reducing our impact on the environment

To develop a comprehensive strategy to reduce our impact on the environment and set out a path to zero.

2022 highlights

Improved data collection and reporting, enabling us to report against all applicable scope 3 categories andestablish our SBTi reporting year.
Made our first voluntary investment into carbon offset projects focused on renewable energy.
Drafted our global E-waste policy.
Transitioned all UK&I retail sites and 24% of our global office portfolio to renewable energy tariffs.

Communities – Do More

To improve the lives of 10m people using the power of sport and play, the skills of our colleagues and thereachofour brands by 31 December 2030.

2022 highlights

441,046 lives improved through our partnerships andcontributions.
Global roll out of volunteering leave programme (minimum 2 days).
110 non-profit partners worldwide.
£4m donated.

Colleagues – Work Better

To create and build teams that represent thelocations in which we live and work, through a comprehensive DE&Istrategy, by31 December 2030, with 40% of leadership roles held by women by end 2026.

2022 highlights

New HR ecosystem launched to help drive accurate measurement and embed insights.
33% women in leadership positions (not including Board).
Family friendly policies rolled out across divisions.
Global Advocacy programme launched.
Several DE&I initiatives launched in each of the divisions tohelp us achieve our goals.

Strategic report | Annual Report & Accounts 2022 | Flutter Entertainment plc 49

Sustainability continued

Identifying our most material issues

Flutter engaged in an extensive materiality assessment process in 2021, the substance of which has not changed during this reporting period, with the exception of the emergence of the cost of living crisis. You can find a summary of our materiality assessment process in last year’s Annual Report. We will conduct another materiality assessment in 2023, using the double materiality approach.

Importance to stakeholders	Impact on the business
Very high	Very high
High	High
Medium	Medium
Safer gambling	Jobs and skills
Anti-money laundering	Diversity, equity and inclusion (“DE&I”)
Climate change	Water extraction and use
Responsible sourcing	Ethical technology
Community investment	Waste
Tax	Business ethics integrity
Responsible marketing and advertising	Energy use and carbon emissions
Data protection and management

Combined Score (Internal Survey Results, Quantitive Analysis and mapping to standards (GRI, SASB, IBC, Arabesque)).

Materiality analysis of top 15 issues

We used our materiality analysis to decide on the key pillars of our strategy (customers, colleagues and community), and identify the essential foundations which include environmental.

Strategic pillars	Essential foundations
Customers	Environmental
Colleagues
Communities

Our stakeholder engagement approach

We engaged five stakeholder groups to provide feedback onthe Positive Impact Plan:

Colleagues
Media
Investors
Regulators
Society

We carried out interviews with all five stakeholder groups to gain insights on how sustainability/ESG is perceived internally and/or externally, spot gaps in messaging and communications channels, pinpoint opportunities to demonstrate the value of sustainability activities, and ensure cultural sensitivities are respected. We also regularly engaged with regulators across our key markets, in particular consulting with them on key aspects of our Play Well strategy. We took additional steps to gather richer feedback from our colleagues, without whose commitment and capabilities we would not be able to meet our Positive Impact Plan goals. We ran focus groups with all divisions and conducted an employee survey in order to better understand levels of engagement with the Positive Impact Plan and help us to develop our communication and engagement strategy for 2023 and beyond.

Mapping most material issues | Defining what matters

50 | Flutter Entertainment plc | Annual Report & Accounts 2022

Investing in our industry leading Play Well strategytopromote safer gambling

At Flutter, we believe that play should always be as safe and sustainable as it is thrilling and enjoyable. By providing tools and support that promote financial and mental wellbeing, we let our customers know that they can count on us for safe play, in our retail outlets as well as online. As an entertainment company operating across multiple markets, we are responsive at a local level to shifting regulatory environments, cultural nuances and customer needs. We always strive to better understand these ecosystems, and as a result our divisions produce locally tailored strategies designed to deliver better entertainment experiences. These insights also help us refine our broader Play Well strategy, build trust and drive customer loyalty. At the global level, we leverage the scale of Flutter to drive progress across markets, share best practice across divisions, and lead the industry in safer gambling.

Play Well strategy

Beyond identifying and addressing risky behaviour and unsafe play, our Play Well strategy supports the promotion of positive play, through education and communication, and providing a range of tools to support all customers. Built on industry leading insight and analysis, Play Well enables us to co-ordinate plans and practices so that we can do the right thing by our customers effectively and efficiently.# Linking Play Well strategy to remuneration

The implementation of our Play Well strategy across the business is carefully measured and assessed. Annual divisional Play Well metrics are directly linked to a percentage of variable remuneration for each of our divisions, ensuring that safe play is a key priority for leadership across the business. Please see page 175 for details.

We’re investing in research, innovation and collaboration.
We listen to customers, colleagues, industry experts and critics to develop new ideas.
We want to define what a positive play experience looks like and lead the way in providing it.
We promote sustainable entertainment.
We develop platforms and products designed to support a safe and trusted customer experience.

We educate, empower and assist players to play positively, delivering a world-class customer experience, wherever you play.

We have better conversations with our customers.
We combine technology and data with a personalised approach to effectively interact where we see signs of potential harm. We help customers pause, reflect and make positive choices.
We want to support our customers in every possible way we can.
We recognise some people need targeted support or intervention to stop falling into negative play habits. We support customers through robust internal infrastructures, partnerships and funding new initiatives.

Flutter Group principles: Play Well

Helping customers
Promote positive play
Lead progress
Effective interaction
Support and protect

Strategic report Annual Report & Accounts 2022 Flutter Entertainment plc 51

How we Play Well

Normalising safer play

We are committed to “normalising” safer play with our customers and have had a strong focus on driving deposit limits. To spotlight this important issue, Sportsbet led the “Having a bet? Have a game plan” TVC campaign through RWA (an independent body for Australian licensed wagering service providers). These messages reached an audience of 2.5 million during the campaign.

Real Time Intervention

Every second counts when a customer is in a problematic situation, which is why we developed and implemented Real Time Intervention (“RTI”) to effectively interact with our customers using data to personalise interventions. We’ve been sharing our approach and progress with regulators and partners who are pleased with our progress. We intend to extend our roll out and broaden the range of tools we promote to consumers, e.g. loss limits or time on site with a view that pursuing a 1:1 targeted approach to consumers is much more effective than blanket mandated tools.

National Consumer Protection Framework

Compliance is key to building trust and proving credibility. If we want to shift public perception, we have to take extra steps above and beyond what is required to reassure people and destigmatise our industry. National Consumer Protection Framework is a key regulatory framework consisting of 10 agreed consumer protection measures. These measures provide a suite of tools available for use by individuals, as well as requirements for wagering service providers, to help mitigate the risk of harm. Sportsbet released Activity Statements (measures 7 of 10) to our customers in July 2022, ensuring ongoing compliance. Any customer who is active in a given month will receive a monthly activity statement detailing their betting activity and account transactions for the given month. There are three additional measures in the process of development: Betstop, Consistent Gambling Messaging and Staff Training. Consistent Gambling Messaging and Staff Training are expected to be delivered by the current compliance date of 30 March 2023.

Australia

Sustainability continued

Regional overviews

Links to Flutter Group principles:
* Lead progress
* Promote positive play
* Effective interaction
* Support and protect

Sportsbet leads the Australian wagering market in consumer protection. Our commitment to safer gambling is perpetual – we’ve been on this journey for several years and while we’re extremely proud of what we’ve done and continue to do, we know we have more work ahead of us.

52 Flutter Entertainment plc Annual Report & Accounts 2022

We’re committed to investing in research, innovation and collaboration

Provision of research exploration to advance our understanding.

We want to promote sustainable entertainment

Prevention of underage gambling.
Upholding responsible marketing and advertising practices.

We want to have better conversations with our customers

Proactive identification and management of potentially vulnerable customers.

We want to support our players in every possible way we can

Provision of easily accessible facilities for customers to take breaks from gambling.
Protection of young customers.
Provision of comprehensive self-help tools for customers to moderate their gambling.

International

Links to Flutter Group principles:

Lead progress
Promote positive play
Effective interaction
Support and protect

Our player-centric platform “The Player’s Champion, Wherever you Play” is enabled by a focused Play Well strategy, and supported by our Flutter International safer gambling principles. We are committed to leading progress in player sustainability and safer gambling across our global brands, with sensitive consideration to local nuances whilst leveraging maturity and expertise. We are aligned with the Flutter Group commitment to have 75% of active online customers globally using one or more of Play Well tools by the end of 2030, Flutter International is in a leading position in this space and already ahead of the 2026 target of 50%.

Lead progress

Flutter International principles:

Promote positive play
Effective interaction
Support and protect

Flutter Group principles:

Helping players stay in control via Play Well tools

Our comprehensive suite of self-help tools are available within all our brands’ products and the division has set clear usage targets for the coming year. We are able to leverage best practices and learnings across brands with extensive expertise of operating in highly regulated environments where tool requirements are often mandated and prescribed. Specifically within PokerStars products we offer over 50 different features. In 2022, taking a leading position in the local market, Junglee introduced deposit limits across their entire customer base, whilst more recently in September 2022 Sisal added important product blocking features to their Play Well Tools kit which are proving successful for our Italian customers.

Helping players to gamble safely and sustainably is a joint responsibility

All divisional colleagues are subject to mandatory annual safer gambling training and Flutter International has established a consistent set of principles and standards as well as a number of policies and processes that apply to its brands and colleagues. These are critical to embedding a progressive culture on safer gambling and risk management within the division.

INT Strategic report Annual Report & Accounts 2022 Flutter Entertainment plc 53

Investment in research

In 2022 we provided significant independent research funding to the Responsible Gambling Council in Canada (“RGC”) to support first-of-its-kind baseline research to inform global marketing and advertising standards in gambling for operators and regulators.

Applying for accreditations

RG Check, developed by the RGC, is a comprehensive and rigorous global responsible gambling accreditation programme developed in consultation with a broad set of stakeholders, including policy makers, operators, customers and problem gamblers. Flutter International aims to achieve this accreditation (or local equivalents) across all of its global brands. The accreditation process will provide us with an objective evaluation of our responsible gambling policies and procedures. It also reinforces our position with customers that we take their safety seriously and increases public confidence. In addition, RG Check provides our gambling venues and online gambling sites effective tools for improving responsible gambling programmes and services on an ongoing basis.

Sustainability continued

Investment in research

We recognise a need for better understanding of how marketing affects players’ behaviour and decision-making. RGC’s Centre for the Advancement of Best Practices will focus on researching how marketing within the gambling industry affects customers and how severely gambling ads impact problem gambling. The study will be conducted in multiple phases. Its results will then be used as a base for recommendations to gambling regulators in North America. The findings will help regulated operators improve their practices. This comprehensive study truly highlights the culture shift that the industry is currently undergoing, and by leveraging our research partners, we can make greater impacts in protecting players and communities.

Shelley White, CEO, RGC

Regional overviews continued

International continued

Links to Flutter Group principles:

Lead progress
Promote positive play
Effective interaction
Support and protect

54 Flutter Entertainment plc Annual Report & Accounts 2022

GamCare Safer Gambling Standard Advanced Level 3 Award

In 2022, Betfair, Paddy Power and Sky Betting and Gaming underwent an independent end-to-end assessment of how well we protect our customers. The assessment was carried out by GamCare Safer Gambling Standard and they found that, since 2020, these brands have progressed from Advanced Level 2 to the top award of Advanced Level 3. Key reasons for this achievement include: introducing safer gambling KPIs into business objectives and remuneration targets; improvements to our policies and quality assurance processes; further investment in the number of colleagues dedicated to safer gambling (200+); and the roll out of new models and interaction programmes to more effectively support our customers.# Sustainability continued

UK&I A proactive approach

Our Flutter UK&I Safer Gambling Strategy aims to make every moment safe for our customers. We are making continuous progress, optimising and improving our policies, controls, systems and customer journeys. Whilst continued safer gambling regulatory changes are driving increased consistency across the industry, Flutter UK&I is taking a more proactive, evidence-led approach. We have invested heavily in people, systems and technology to drive significant improvements in our safer gambling approach over the past 2-3 years, continually monitoring customer accounts and intervening when needed. We serve a broad customer base across the UK&I region with over 3.7m of Average Monthly Players, providing us with a unique opportunity to leverage best practice, identify the best policies and controls, and deploy them across our brands as appropriate. Adding tombola to our UK&I portfolio further increases our access to best practice data and insights that enhance our safeplay strategy. Improved practices include Financial Vulnerability Checks (“FVCs”), Problem Gambling Severity Index (“PGSI”) Survey, andimproved controls.

188k customer cases reviewed per year
103k phone interactions with customers
Level 3 award earned from GamCare

Protecting vulnerable customers

We are committed to proactively protecting customers from experiencing the harmful effects of gambling or spending beyond their means, especially those who are most vulnerable. We have introduced measures such as mandatory enhanced due diligence, affordability triggers for customers based on yearly net spends, player stake reduction initiatives and expansion of the proactive customer monitoring efforts across some of the divisional brands, with an ambition to deliver progressive alignment as SG capabilities mature across all brands.

Links to Flutter Group principles: Lead progress Promote positive play Effective interaction Support and protect

2022 Flagship initiative – limits for under 25s

While the Government has not yet set policy for under 25 gambling regulations, we aim to help younger players develop healthy and positive behaviours, which is why Flutter UK&I introduced an industry leading limit of £/€500 per month for customers under the age of 25. As many young people move away from home and begin to earn more money between the ages of 18 and 25, they are also continuing cognitive development and need a little extra support, in addition to our other safer gambling controls. We are proud to implement this bespoke tool, designed with their particular needs in mind, and the initial reaction from our under 25 customers has been positive, with the measures well received. We expect these measures to enhance the playing environment for our younger customers by providing additional support and helping to educate and empower them to build positive behaviours.

Measuring impact

We will continue to gather data and insights to evaluate the impact of the new measures introduced and focus on optimising customer journeys. We believe it is critical to educate and empower our customers to build a more sustainable business, and we are committed to making our safer gambling customer experience more seamless.

Regional overviews continued

UK&I continued

FanDuel is leading the US industry in responsible gaming with internal and external initiatives. Weare making significant investments in new programmes, partnerships and marketing campaigns to raise awareness and promote Responsible Gaming education and resources, likethe company’s Play Well tools.

US $100,000 donation to the National Council on Problem Gambling
$100,000 donation to the International Center for Responsible Gaming
LAUNCHED FanDuel’s first responsible gaming focused marketing campaign, which has run more than 10,000 times in 2022

New pop-up comms method launched to promotePlayWelltools

In 2022, FanDuel Group launched a new customer-facing Responsible Gaming pop-up messaging platform across all products in the US and Canada to promote awareness and educate consumers on Play Well tools and to increase tool usagein order to encourage safer play. The pop-up messaging was targeted at all new FanDuel customers as well as all customers 25 years of age and under. It is embedded in the customer experience and is presented to new users after they make their first wager. Existing customers who are 25 years of age and younger receive the pop-up after their next login to the app.

Regulatory changes in UK&I

The UK Gambling Act Review white paper is likely to focus on the importance of protecting customers from unaffordable spend by assessing affordability and implementing lower spending limits. We have actively and constructively contributed throughout the consultation process. Affordability will continue to become more prominent in Ireland as well, where the Gambling Regulation Bill has been published and is expected to pass into law in 2023. Thisbill will create an independent, dedicated gambling regulator in Ireland.

Links to Flutter Group principles: Lead progress Promote positive play Effective interaction Support and protect

Play Well Day

To drive engagement on the topic of safe play, we launched Play Well Day – an opportunity for FanDuel team members to re-affirm the company’s steadfast commitment to Responsible Gaming (“RG”). The event featured company and industry leaders discussing how we can work together to further a culture that embraces safer play. Through a series of panels, interviews, an employee contest and other activities, the programme sought to educate and inspire colleagues on the importance of RG and to ensure that everyone understands the role they play in championing responsible play. Play Well Day coincided with the American Gaming Association’s (“AGA”) Responsible Gaming Education Month. Moving forward, we will measure employee engagement quantitatively, with 2023 engagement scores as our baseline.

Working together to drive responsible gamingpractices

In autumn 2022, FanDuel joined other leading online gaming operators Bally’s Corporation, BetMGM, DraftKings, Entain and MGM Resorts International to establish the first industry-led responsible gaming standards. The resulting 12-point pledge is a commitment to principles of responsible gaming and are recommended as an industry benchmark. These principles take active steps to prevent underage and excluded individuals from participating in any form of gaming. Operators commit to providing customers with informed choices about gaming through easily understood responsible gaming tools, and all entities will continuously conduct research to track the impact of this collaboration. Further, the principles include the adoption and effective promotion of a unified nationwide responsible gaming toll-free helpline, and socially responsible advertising which avoids imagery that might entice minors. Other provisions call for “a shared responsibility approach to addressing problem gaming” and a commitment “to working with policy makers, academic experts and researchers, problem gaming treatment organisations, advocacy groups and partners”, as well as customers to promote responsible gaming and address problem gaming. The collaboration also commits to employee training and continuously monitoring operators’ respective responsible gaming programme and initiatives to ensure their compliance with applicable standards.

Engaging and educating

FanDuel is committed to raising awareness of Responsible Gaming and promoting RG education and resources. We launched our first marketing campaign focused on responsible gaming with the objective of driving awareness and usage of FanDuel’s Play Well tools. The spot has run more than 10,000 times in 2022, and we’ve seen a more than 30% increase in customer tool usage since the launch of the campaign.

Links to Flutter Group principles: Lead progress Promote positive play Effective interaction Support and protect

Looking ahead

In 2023, we will focus on generating more robust insights; increasing tool usage by customers in line with our ambitious global goals; increasing awareness and education through tech and process innovations that engage our audiences and support sustainable play. We are also continuing our focus on linking our Play Well measures to remuneration.

Diversity, equity and inclusion

At Flutter, we take great pride in looking after our customers – being responsive to their needs and providing tailored experiences that exceed their expectations. Our colleagues, whose passion for delivering exciting and sustainable play is further enhanced by their commitment to do the right thing, continuously inspire us. With the implementation of our Positive Impact Plan, our people took that commitment a step further. Everyone played their part to drive more responsible gambling innovations to support numerous community projects across all divisions. That is why it is so important that we always seek out ways to better support our colleagues, to show how much we value diverse perspectives with different lived experiences, to nurture a culture of belonging and respect that extends to every level of the business. We want Flutter to be a place where every voice is heard so people can thrive in an inclusive environment and feel a sense of belonging when they come to work. We continue to deepen our commitment to DE&I across all business units and geographies.# Our message to colleagues and stakeholders is clear: your experiences matter, your views matter, identity matters, equality matters. From prioritising accurate measurement and embedding data in business planning, to building a diverse culture and gender balance, to offering family friendly benefits, Flutter is prioritising a range of DE&I initiatives that will help us build a safe and supportive workplace culture, including our Global Advocacy Programme. Listen, learn and act This year, we implemented a DE&I strategy that supports more visibility, creates more opportunities to act and enables positive change, underpinned by our “listen, learn and act” principle. In it, we set goals for the Group so we can measure our progress in embedding DE&I into everything we do. The DE&I strategy, along with the goals set under the Work Better Pillar, was created as part of the Positive Impact Plan to help our teams adapt to local contexts while ensuring that the global values ofthe Group arealways upheld.

Work Better

Empowering colleagues to

Leadership roles held by women across the Group

	2021	2022
	33%	<31%

In March 2022, we set out three Group diversity, equity and inclusion (“DE&I”) goals, in line with our strategy, as part of our Positive Impact Plan. These goals are key components of our Work Better pillar.

Diversity: 40% of leadership roles below Board level are to be held by women by the end of 2026.
Equity: Measure and report on pay performance, progression and retention across different demographics by the end of 2023.
Inclusion: Use Peakon to measure employee sentiment across different employee demographics.
Based on a hierarchy definition of women in leadership (N-4), including Exco EA’s, excluding all other administration support.

58 Flutter Entertainment plc Annual Report & Accounts 2022

The Global Advocacy Programme – launched September 2022

Our principle approach for driving impactful and positive change is to constantly listen, learn and act from marginalised groups in the business. Ourrecently launched Global Advocacy Programme is central to achieving our mission of understanding the lived experiences of colleagues across Flutter, particularly those from marginalised communities. To ensure that the programme receives top-level buy-in, we have Executive Committee Advocates who use their stature to drive meaningful, long-lasting cultural change as part of our Positive Impact Plan.

Four global workstreams led by Executive Committee members have been created to collectively strive for positive change across Flutter:

All Advocates and Co-Leads for each of their respective workstreams held a number of global listening sessions across our divisions to understand the greatest challenges and opportunities for each area. The outputs from these sessions will allow us to learn and act on the identified gaps within our business and help us make long-lasting sustainable change for all our colleagues.

Our principles for DE&I are:

Evidence the lasting change in the way we work

We can’t know how well we’re doing unless we measure what we’re doing, so we’re committed to bringing clear DE&I metrics to the table in the same way we would bring relevant metrics to inform any other decision making across the business.

Phase three: Ongoing

3. Measure

Understanding our internal reality

This is about understanding our current reality – we’ll do this by setting our benchmarks via a global DE&I best practice tool and finding out how different people experience Flutter, all designed to help us build out the specifics of our strategy.

Phase one: 2021-2022

1. Create

Bring about lasting change to the way we work

We’ll only make this part of who we are by asking who our culture doesn’t work for and taking action to refine it by applying DE&I best practice to all we do so we have a world of work that works for everyone.

Phase two: 2022-2024

2. Embed

Ambitions for 2023

Our DE&I efforts continue to focus primarily on improving employee experience as well as redesigning and creating a culture that values and benefits from the diversity of our people. In the coming year, Flutter will also advance our ambition for achieving gender equity.


Gender	Amy Howe
Multicultural	Pádraig Ó Ríordáin
LGBTQIA+	Barni Evans
Accessibility	Paul Cutter

Current phase Strategic report Annual Report & Accounts 2022 Flutter Entertainment plc 59

Global case study - Lean In

Transforming the way we measure and embed diversity, equity and inclusion

Currently, we are introducing more robust systems for measuring and embedding DE&I data, making it possible for us to better understand our colleagues, provide accurate statistics, ensure employee privacy is protected, and set more specific targets in areas such as gender leadership goals, Gender Pay Gap, and Pay Transparency in 2023. Our areas of focus are demographic data and employee sentiment around belonging and inclusion, which will provide us with the depth and breadth of insight needed to make informed decisions and take effective action.

In November 2022, we launched a new HR ecosystem, Flutter Be, alongside two campaigns – “Reasons to Disclose” and “Every Voice Matters” – to build trust and help colleagues understand the value of sharing their data and lived experience and to reassure them that their identity and data will be protected. We aim to ensure that that every voice is heard, but no voice is singled out. The new systems will help us ensure that leaders across the business can access the information they need to listen, learn and act for their people. Initial insight will be expected in Q1 2023.

Closing the Gap

As Flutter grows, we’re embracing the opportunity to leverage our collective power to close our Global Gender Pay Gap and remain committed to creating a workplace where difference is valued. We’ve provided data beyond what is required to demonstrate our commitment and to promote transparency in our industry, including the publication of our first Irish Gender Pay Gap Report.

Sustainability continued

Supporting and enabling colleagues

In addition to our DE&I initiatives, we offer colleagues a wide range of benefits and support structures to support their wellbeing and personal development. We have introduced a variety of programmes and resources to support mental health, including mental health and wellbeing cover for 45 days for colleagues facing stress and anxiety and an enhancement to our wellbeing benefits support. We have also launched a parenting hub and support networks.

Colleagues have access to a wide range of tools and resources to support their own career development, including access to coaches, mentors and career development funds. We also have various tailored initiatives, such as STEM career development for women in our Betfair Romania and Blip tech hubs.

In addition, we have programmes to develop career opportunities for those in our communities, such as the self- funded Kickstart Scheme we ran in Leeds, which was introduced to give young adults an opportunity into employment and to learn new skills. This also supports our work to become more inclusive and find new ways to reach a broader spectrum of talent and demographics.

Steve Birch, CCO of Sky Bet, stated: “Youth unemployment has been hit the hardest by the pandemic. We’re passionate about providing entry level opportunities to kick start meaningful careers for people in our communities and break down many of the historical and societal barriers that different people have faced. We commit to continuing to invest in these opportunities, bringing fresh perspectives and experiences into the business”.

The result of the Kickstart Scheme is that in 2022, we offered 12-month fixed term contracts to 54% of the applications, and 23% of this overall cohort had their contracts extended with the business. Throughout their time in the business, we supported their development through multiple training courses and even some enrolled onto apprenticeship programmes.

Supporting our colleagues at every stage of life

People face many challenges when they start families, and we want to help our colleagues through this important life transition. From 1 January 2023 we’re aligning policies across our co-located offices in Ireland, UK, Malta and Isle of Man offices. For our colleagues here, our family friendly policies mean an improved primary leave policy, an increase of secondary leave and a new neonatal policy, with bonuses paid in full while on leave. We’re also removing the eligibility period for new parents so it becomes a day one right.

Targeted improvements to family policies and “levelling up” for co-located markets post-merger:

All colleagues to be offered 26 weeks primary leave at 100% pay.
Increasing secondary leave pay from two to four weeks, also at 100% pay.
Any bonus payment due while on parental leave will be paid in full at the usual time of year.
Additional time off at 100% of salary for up to 12 weeks for primary or secondary care givers if their baby needs neonatal care.
Eligibility period for parental leave will be removed.

Lean In is a network for women to share their experiences, build new skills and enable career progression. This support network has been in place since October 2019, with 30% of members achieving promotions across 2020 and 2021. This year the network expanded across our European offices, as well as offering members a bespoke group coaching programme tailored to their level in the organisation. It now has over 300 members, with over half of them signing up for the nine-month development group coaching programme. These sessions are delivered by two professional coaches who specialise in female development & leadership.

It is so great to meet, focusing on self- development, reflecting and sharing our challenges across a new network. I really liked the fact that everyone got to share, and I liked the mix of structured elements and free flow conversation.# Strategic report

Sustainability continued

41.7% Board of Directors are women
33% senior leaders are women

60 Flutter Entertainment plc Annual Report & Accounts 2022

This year marked the 50th anniversary of Pride, which focuses on celebrating the LGBTQIA+ community, showing how far LGBTQIA+ rights have come and the areas in which we can do more. This milestone provided the ideal opportunity to form our first Flutter Pride Committee across our different brands and divisions in the business. Throughout the summer, we ran our largest celebration of Pride yet, with a series of events across our co-located offices, including a fireside chat in Dublin with Irish drag queen and gay rights activist, Panti Bliss, a ground-breaking event that was streamed globally, in addition to marches, workshops, office installations, and the creation of a LGBTQIA+ Playbook for colleagues which provides information and support to members of the community, allies and managers. As part of Flutter Pride, we led a global initiative inviting Flutter colleagues to share “What Pride means to you”, creating four separate Flutter pride videos that were released to coincide with a different Pride location celebration.

Working better in action

Global case study - Proud to support the LGBTQIA+ community

UK&I case study - Parental Workshops

We know that parental leave and childcare responsibilities disproportionately impact the retention and growth of women. In late 2020, we launched Parental Workshops to retain and develop females after becoming new parents. In 2021, five of our 45 females who participated had since been promoted and 98% were still working with us. This year we had over 75 individuals including secondary leave takers participating in our workshops and we’ve trialled a Line Manager workshop to ensure new parents get the right support before parental leave – and when they return.

75 individuals including secondary leave takers participating in our workshops

Annual Report & Accounts 2022 Flutter Entertainment plc 61

Strategic report

Sustainability continued

We developed our first accelerated development programme for 23 selected female team members. Aimed at both emerging and existing leaders, the programme uplifted strategic, commercial and financial acumen. The programme has received strong positive feedback with a 100% satisfaction and recommendation score and will expand to more females next year.

It’s been the best leadership session I have attended thus far, targeting the problem and showing me ways to solve it.

Accelerate participant

Sportsbet case study – Accelerate

100% satisfaction and recommendation score

UK&I case study – Communications accessibility

Our Flutter UK&I Internal Communications and Brand & Creative Teams attended a workshop run by an Accessibility User Experience Expert from Royal National Institute of Blind People (“RNIB”) on creating more inclusive communications. Following this the teams created accessibility communication standards which have been implemented across the UK&I division, and learnings captured for wider use in 2023.

The Thrive series was created to amplify our team members stories on topics that mattered to us. Through courageous storytelling, we’ve covered seven topics this year including domestic and family violence, indigenous First Nations, LGBTQIA+ communities and mental health. This programme has been pivotal in uplifting our organisation wide DE&I score by 3% this year to 87%. There is always more to learn and we’ll continue to create a better workplace.

Sportsbet case study – Thrive series

62 Flutter Entertainment plc Annual Report & Accounts 2022

International case study – PokerStars & Betfair International

Addressing barriers for female career progression

We piloted an eight-week career management programme called Elevate to provide female leaders with the skills, confidence and roadmap to enable them to progress their careers at Flutter International. It is designed to address potential barriers faced by women when progressing their careers. The programme comprises online masterclasses with guest speakers, a self-assessment tool with 360 feedback, line managers training and 2x 1:1 coaching to explore personal goals and a clear action plan. It covers topics such as mentoring, career management, international assignments, and accessing social networks. 13 senior managers across technology participated and completed the pilot in mid-December 2022. Sentiment received from participants has been positive and all were engaged and open throughout the programme. We have had an average of 93% attendance on our masterclass virtual workshops. The programme will be fully evaluated in Q1 2023 through focus groups and surveys. For more details on the progress of our brands in 2022, download our DE&I Report.

INT 93% attendance on our masterclass virtual workshop

FanDuel case study – Women’s Leadership Development Programme

Designed and developed a pilot programme focused on the growth and career progression of emerging and senior FanDuel women leaders. There were three key areas of focus: 1) professional development; 2) sponsorship/mentoring; and 3) community building. For the Rising Leaders component (emerging leaders), the first cohort of 15 women was selected to participate in a six-month programme which will include monthly lessons focusing on executive presence, presentation skills and other developmental areas as determined by the needs of the selected group. Each participant will be paired with a senior internal mentor to focus on individual development. The programme goals are to increase pipeline of female leaders; enhance talent development and retention; and increase career mobility.

My expectations of the workshop were exceeded! The host was excellent – sharing practical tips and tools, and helped me feel more confident and comfortable about my upcoming maternity leave.

Course attendee

Annual Report & Accounts 2022 Flutter Entertainment plc 63

Strategic report

Flutter is a global business, but we operate and interact locally, contributing to our communities and in turn benefitting from their social and cultural offerings. When it comes to supporting our communities, we have big ambitions to “Do More” and do it right. With a range of partners, from community groups to expert non-profits around the world and across divisions, we are taking action and engaging our colleagues to make a difference. Each division is responsible for implementing the global strategy, taking ownership and ensuring local relevancy to maximise positive impact. In 2022 we have focused on better understanding our existing community relationships and assessing how we can effectively use our resources to increase our reach and impact across our worldwide communities. Our colleagues delivered meaningful impact in the communities in which we live and work, building partnerships that are a source of great pride, inspiration and driving engagement. Below, we have highlighted just a few of the many initiatives and programmes undertaken by our divisions. We have invested in recruiting senior resource to further develop our global strategy and explore larger scale opportunities whilst supporting and enabling divisions to build momentum at a local level. During 2023, we will roll out our global vision and strategy that will bring our commitment to the community to life, engaging and empowering our divisions to Do More and building a more comprehensive and impactful programme.

Do More Working with communities to

Achievements:
* £4m Donated
* 441,046 People helped worldwide
* 110 Charities supported

Sport & Play

Sport and play can bring people from all walks of life together, levelling the playing field and engaging even the hardest to reach groups. We have established relationships with the sporting industry, providing us with great opportunities to activate the power of sport to make a difference in our communities. In 2022 we worked with partners to highlight how sport can be used to unite communities and ignite positive social change. Our ClubsInCrisis campaign, which grew out of our long-term Cash4Clubs programme, continued to help ensure the survival of grassroots games in the UK post-pandemic by providing access to facilities across the country. In Australia, our annual Try July raised thousands for the Australian Red Cross through a Sportsbet donation for every try that took place in the NRL. In the USA, FanDuel supported The Los Angeles Rams Foundation in their mission to address issues of poverty and inequities in the local communities as well as the Juneteenth Foundation’s annual Golf Day which provides scholarships to students attending Historically Black Colleges & Universities. Our long-standing relationship with Right To Play hit a milestone of £3m raised since we began in 2014. Our Global Play Day, annual Sports Quiz, Poker charity tournaments and social Poker app Stars Play all contributed to this successful partnership which helped more than 4,500 girls get back into education during 2022 alone. We also have a long history of supporting parasports and ensuring equal access and recognition. In Georgia, Adjarabet have been key sponsors for “Active Life is My Element” which aims to promote the integration of those with disabilities into society through sport.

Sustainability continued

Our strategy comprises three core areas that align with our business and the priorities of our colleagues.
* Sport & Play: catalysing positive social change and establish healthier, thriving communities through the power of sport.
* Tech4Good: activating technology to transform lives, create connections and innovate solutions to social issues.
* Health & Wellbeing: Laying the foundations for long-term sustainable success across all aspects of life.# Flutter Entertainment plc Annual Report & Accounts 2022

The Clubs in Crisis fund was launched in April 2021 to provide small grants to local sports clubs that play big roles in helping people and communities get back on their feet post-Covid-19. Delivered in partnership with Made By Sport and the UK Community Foundation network, over £4m was distributed in grants over the course of 2021 and 2022. 1,500 individual clubs received funding including Inclusive Sports Academy who work with young people with special educational needs and disabilities (“SEND”), providing physical activity and supporting the mental wellbeing of the participants. Through our support they were able to develop new opportunities for young people with SEND; re-integrating them back into social groups and routines, improving their physical fitness and mental health and ultimately helping them to gain experience and empowerment. Overall our Clubs In Crisis campaign helped us to activate the power of sport and reach around 230,000 individuals ensuring continued access to their local sports clubs and creating stronger communities.

Tech4Good

As one of the biggest companies in an increasingly digitised betting and gaming industry, we are constantly innovating and leveraging technology to move our business forward. We believe that technology can help drive social progress. Tech4Good represents our commitment to this philosophy, using our expertise to help drive positive change. Whether we are providing access to technology through our support for Isle of Man charity, Code Club, or increasing skills into the sector through our relationship with Code First Girls which saw 190 women learn to code as a result of our sponsorship. Our Tech4Good commitments serve multiple ambitions: elevating and supporting the latest innovations in technology to make a difference to the lives of people around the world; decreasing the digital divide and increasing access for all; and activating our resources and the skill sets of our colleagues to inspire and engage others to innovate social solutions, diversify the talent pool, equalise access to tech, and more. From organising our calendars to applying for jobs to accessing crucial information, tech touches almost every aspect of our lives these days, which is why tech inequality has such dire consequences. Equal access and inclusive innovations ensure that we all benefit from the ways in which tech makes our lives better.

Paul Cutter, Chief Information Officer

In 2022 we welcomed Sisal to the Flutter family. Their Go Beyond programme is a fantastic example of how technology can be used in social innovations. Go Beyond was established in 2014 as a competition to foster the innovation ecosystem and reward purpose-driven start-ups that positively impact society and the environment. In 2022, over 350 applicants took part but the winning start-up impressed judges with their innovative idea. PipeIn is a startup that aims to solve the issue of water wastage through damaged pipes. Shark4, a robotic probe that performs autonomous inspections inside pipes, carries technology that takes precise measurements and works in harmony with Seahorse – a platform which captures the data and can act to prevent and predict leaks. The potential for their solution is vast and could be applied across aqueducts, Hydropower plants and Oil or Gas distribution networks, offering savings to companies, communities and the environment.

Case study – GoBeyond

Case study – ClubsInCrisis

Health and wellbeing

For communities to flourish it is important to ensure that their members have healthy minds and bodies. Our brands and colleagues continue to demonstrate commitment and impact in helping organisations that are making strides in the fields of health and wellbeing. In Australia, Sportsbet supports major charitable initiatives and programmes that are important not only to the wider community but to its stakeholders and partners. They support the annual Million Dollar Lunch in aid of the Children’s Cancer Foundation as well as Fight MND, Australia’s leading Motor Neurone Disease charity by donating to advance their research aspirations and purchasing the Fight MND beanies for all Sportsbet colleagues. Their long-term partner Orange Sky, who are the world’s first free mobile laundry service for people experiencing homelessness, continues to make an impact through the provision of hot showers, laundry loads and regular conversation and connection to the community. Sportsbet’s support has provided more than 10,000 showers, 6,000 hours of non-judgemental conversation and connection points, hundreds of volunteer shifts and more than 2,500 loads of laundry washes in Melbourne and Sydney. In 2022, our Sportsbet CEO Barni Evans took the challenge to sleep without shelter on one of the longest nights of the year as part of Vinnie’s CEO Sleepout which aims to raise money and awareness about the issue of homelessness. Blip in Porto has an established relationship with the local community and donates hundreds of hygiene products to support children with social and economic needs. In Spain, the local team have been supporting food banks to assist the people of Ceuta and in Malta our local charity committee provided funding to ALS Malta to help those affected by amyotrophic lateral sclerosis, a progressive neurodegenerative disease that affects nerve cells in the brain and the spinal cord. We also continued our annual commitment to the Bobby Moore Fund through their Bobby Moore Golf Day which raises much needed funds into cancer research. All over the world through fundraising initiatives, company donations or colleague giving, we are helping to fund treatments, programmes and research into cancer, homelessness, child health, wellbeing and more. We want to ensure that we help organisations that promote strong and healthy communities, and activities that promote positive health and wellbeing, both for our people, and in our wider communities.

We shouldn’t have to sleep outside in winter to understand that homelessness is a self-perpetuating state that is terribly difficult to break out of. I was humbled to meet and speak to people currently experiencing homelessness, and we are committed to do more this year to help unhoused individuals out of poverty.

Barni Evans, Chief Executive Officer, Sportsbet

Sustainability continued

For the second year running, FanDuel made a $1m contribution to the UNCF to support their mission to create equal access to college education and increase the total annual number of African American college graduates. FanDuel and UNCF will work with each of Maryland’s four Historically Black Colleges and Universities (“HBCU”), which include Morgan State University, Bowie State University, Coppin State University and University of Maryland-Eastern Shore, to financially support students enrolled at the schools. The contribution will specifically go towards helping students across technology, housing, food security, tuition and other education-related expenses. As part of the partnership, FanDuel will also be creating a track for students from the four schools to join its annual summer internship programme at the company’s headquarters in New York. FanDuel is proud to partner with UNCF once again in support of Maryland’s HBCU community. Our goal is that these funds help make a difference in the lives of hard-working students.

Christian Genetski, President, FanDuel

Case study – UNCF

Supporting our colleagues to Do More

A key factor in the success of our Do More strategy is the active engagement of our colleagues. Their commitment to its ethos and impact helps us achieve our goals and make a difference in our communities. Colleagues are given a minimum of two days a year to volunteer in the community through their own personal activities and causes as well as to company-organised events. Volunteering offers the chance to think outside the box, experience new things and feel good about the difference you are making. Those who participate build stronger teams, create better relationships, develop new skills and gain the satisfaction of having given back to their community. We believe this improves the workplace and the happiness of our colleagues which ultimately benefits our business as well as the individual. We also support local Charity Committees across multiple locations around the world. At our HQ in Dublin, the local committee supported causes such as Crosscare Foodbank, Barrettstown, ALONE and the Children’s Health Foundation with funding, fundraising campaigns and volunteering. Our Charity Committees not only bring colleagues together across brands and divisions but empower them to take ownership of our Do More strategy, implementing it within their own communities in ways that reflect their unique needs. Through this engagement, our colleagues build trust and connection in the communities we operate in. At Sky Betting & Gaming, we have an annual Charity of the Year programme where colleagues nominate and select a single charity to support over 12 months. In 2022, Support Dogs received the most votes and colleagues have raised more than £130,000 through fundraising challenges and our annual Charity Ball. These funds will help Support Dogs to continue to increase the independence and quality of life for people with various medical conditions by providing, training and supporting specialist assistance dogs. In Malta, colleagues provided support for Refugee Week, a week-long festival to raise awareness, celebrate and inspire a culture of care for people seeking sanctuary. The team rolled up their sleeves to volunteer with the organisation and running of the festival.# Sustainability

In 2022, we devoted the skills of our Sky Betting & Gaming colleagues and the capabilities of our business to support International Mixed Ability Sports (“IMAS”) and their annual International Mixed Ability Rugby (“IMAR”) Tournament. IMAS helps people of different abilities, age, gender and background participate in sport around the world. We provided marketing and creative support to build the brand for the IMAR Tournament, defining its tone of voice, and developing creative content to increase awareness and its values. Through SBG support, their social media interest was heightened, with 100,000s viewers of IMAS’ posts helping to drive real engagement with the work of the organisation. The athletes who participate in this tournament inspire us all to push ourselves and work as a team to support each other and the causes we believe in. IMAS is an incredible organisation and I’m proud that we’ve been able to help them. Andrew Rushgrove, Managing Director of Gaming, Sky Betting & Gaming

Case study – International Mixed Ability Sports (“IMAS”)

Looking ahead to 2023

In 2022, we made good progress in developing our partnerships and contributing to our communities around the world. Our brands continue to invest in causes that are making a difference and our people are supported and motivated to give back. That said, our global journey has only just begun, and we have ambitious plans to Do More. As we move into 2023, we will refine our global strategy to provide support and allocate resources to our divisions as they build further momentum behind the Positive Impact Plan. We will continue to nurture relationships with expert partners, experienced in delivering social impact in support of those most in need, bringing communities together, and ensuring that our resources are well utilised. We will assess and increase the scale and impact of our programming, delivering value in the community and demonstrating measurable progress against our Do More objectives. We will build engagement programmes for our colleagues that support and encourage them to volunteer and give back to the community. We are a global player committed to Do More in our local communities and for society as a whole.

68 Flutter Entertainment plc Annual Report & Accounts 2022

In the past year, droughts, floods and other extreme weather events have become increasingly common, underscoring the need for immediate and definitive action to combat climate change and reduce our impact on the environment. Every company and individual that calls this planet home has a responsibility to make changes that might slow or reverse the damage caused. Flutter is committed to reducing or mitigating our own impacts on the environment and climate. We are also exploring ways that we can leverage our scale to support and influence global progress toward positive impact. In 2022, we have undertaken several core activities to enhance our climate strategy and help us better understand our impact on the environment, as well as the impact that climate change can have on Flutter’s business activities. These included:

establishing an Environmental Working Group;
enhancing our carbon accounting and assurance procedures; and
developing a climate risk framework, applied at a Group level and with plans to roll out to divisions in 2023.

Progress on the previous year’s commitments

Set science-based carbon targets and establish our roadmap for emission reduction

We have established our Science Based Target initiative (“SBTi”) baseline reporting year. We are now in the process of preparing our submission and hope to be able to provide an update in H2 FY2023.

Develop and roll out a global e-waste policy across our divisions and suppliers

We don’t sell any electronic or electrical equipment, however, as a technology company, we rely on technical equipment to power core services for our customers both in our shops and online. We continually innovate and update our technology, ensuring that any depreciated/redundant equipment (e.g. gaming machines, or IT hardware) is responsibly exited from our business, and reused, recycled or donated wherever possible. We have begun drafting our e-waste policy and will look to fully implement and report on this in 2023.

Implement the waste hierarchy by the end of 2023

Throughout 2022, we have worked in partnership with our waste management suppliers across our office and retail estate to better understand the waste hierarchy. The largest part of this project was to collect and verify our waste data to enable us to have clear sight of what was reused, recycled or sent for energy recovery. This project has concluded, and we can confirm across our UK and Ireland retail estate that our waste is either recycled or used as waste to energy. Due to the complexity of our office and retail estate across the globe, further work and discussions with our landlords and waste providers is required to ensure full data capture and reporting transparency.

Where possible, move all our energy to renewable energy tariffs by the end of 2030

We have used the RE100 guidelines to inform and underpin our renewable strategy. In 2022, we completed phase one of our strategy by moving all of our UK and Ireland retail estate to renewable energy tariffs. We have also started phase two and three by mapping out the availability of renewable energy tariffs across the remainder of our global retail and office estate and have moved 24% of our offices onto 100% renewable energy tariffs; a further 12% are on tariffs which guarantee at least a proportion of renewable energy. Due to the availability of renewable energy globally, and as we are predominately tenants across our estate, our strategy is reliant on both our landlords and technological advancements. In 2023 and beyond, we will continue to develop our strategy, to renewable energy tariffs and encourage landlords to do the same.

Where possible, ensure all new real estate leases are BREEAM, LEED or similar

In 2022, we confirmed that our Edinburgh, Leeds, and Atlanta offices are Building Research Establishment Environmental Assessment Method (“BREEAM”) certified. Across the remainder of our office portfolio, we’re working to establish whether any of our other locations can be formally certified to recognised environmental standards. However, most of our office properties are leased and not owned by us. We will therefore work with our landlords to determine the carbon intensity of their buildings, understand their own climate transition plans and how we can support them on their journey. In addition, we will be reviewing other areas of our portfolio (e.g., material retail sites) to understand the same.

Action on environmental regulation and compliance

Environmental regulation is one of the fastest changing topics effecting our business.# Society has pushed governments to enforce regulation that ensures businesses are more transparent about the carbon emissions they are causing in their operations. We are committed to ensuring that, as regulation comes into force, we are aware and have mapped out our responsibilities, risks, opportunities, and impacts.

Environment Strategic report

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EU Taxonomy disclosure

The Taxonomy Regulation (Art. 8 Taxonomy Regulation (Regulation (EU) 2020/852) is a key component of the European Commission’s action plan to redirect capital flows towards a more sustainable economy, representing an important step towards achieving carbon neutrality by 2050 in line with EU goals. In particular, the Taxonomy Regulation contains a classification system for assessing whether activities are environmentally sustainable and imposes certain reporting requirements relating to such activities. The EU has published a catalogue of sustainable activities in the Climate Delegated Act (Regulation (EU) 2021/2139) and the Complementary Climate Delegated Act (Regulation (EU) 2022/1214) which supplements the Taxonomy Regulation (together the “Climate Delegated Act”). The Climate Delegated Act determines which economic activities can be considered environmentally sustainable (“Taxonomy Aligned”) by setting out technical screening criteria for each economic activity for the first two environmental objectives of: a) climate change mitigation; and b) climate change adaptation prescribed under the Taxonomy Regulation.

On pages 292 to 297, we present the share of our Group turnover, capital expenditure (“CapEx”) and operating expenditure (“OpEx”) for the reporting period ending 31December 2022, which are associated with the proportion of Taxonomy Non-eligible, Taxonomy-eligible but not aligned and Taxonomy Aligned economic activities related to the first two environmental objectives in accordance with Article 8 of the Taxonomy Regulation and Article 2 of the Climate Delegated Act.

The Taxonomy Regulation is complex with guidance still being developed and interpreted. We have completed our analysis with regard to our 2022 reporting period activities based on the information and existing market guidance available to us at this time. This information is subject to change as the Taxonomy Regulation and related market guidance develops further in 2023.

Task Force on Climate-related Financial Disclosures

Using the recommendations of the Task Force on Climate-related Financial Disclosures (“TCFD”) to structure our update on climate issues, we have continued to work this year to better understand how the effects of climate change may influence our business. We have considered how climate-related risks and opportunities (“CROs”) affect our business and how they fit within the four pillars of governance, strategy, risk management, and measurements and targets, as suggested by the TCFD recommendations.

This is our second year of reporting using this framework, and we’re committed to ensuring that our climate-related disclosures become more mature year on year. We are required to disclose in this Annual Report and Financial Statements, in accordance with LR 9.8.6R(8), if the Company has included climate-related financial disclosures that are in line with the TCFD Recommendations and Recommended Disclosures (“TCFD Recommendations”).

During the year we have made progress in identifying relevant climate-related risks and opportunities, allowing us to partially meet the disclosure requirements of Strategy (a). As for the remaining disclosures, except for the following, we have complied with the TCFD Recommendations and included climate-related financial disclosures in this Annual Report and Financial Statements:

disclosing the actual and potential impact of CROs on our businesses, strategy, and financial planning (Recommendations (b) and (c) of the strategy pillar) aswellasdetails around our transition plans; and
disclosing the metrics and targets used to assess and managerelevant CROs (Recommendations (a) and (c) ofthemetrics and targets pillar).

Below are our disclosures relating to climate change, along with a summary reference table on page 288.

From our assessment of our overall sustainability strategy in 2022, climate change continues to be a significant issue as a longer-term emerging risk through our standard risk management process. In 2022, we completed a high-level assessment of CROs which are detailed below. In 2023, we intend to conduct a further granular risk assessment of climate-related impacts, risks and opportunities and we are hoping to progress our disclosures as per the TCFD recommendations further. The actions the Company has taken or intends to take to enable it to make those disclosures in the future, as well as the timeline by which it anticipates being able todo so, are detailed.

Sustainability continued

70

Governance of environment and climate strategy

The Board continues to be responsible for overseeing climate change with some responsibilities having been delegated to Board Committees, especially the Risk and Sustainability Committee. Following the Risk and Sustainability Committee’s updated Terms of Reference (“TOR”) being created in 2021 and formally approved in February 2022, Flutter has been actively looking for ways to increase effective co-ordination across all Board Committees.

In accordance with its broader obligations to supervise sustainability strategy and ongoing risk management, the Risk and Sustainability Committee is responsible for providing primary oversight over CROs. In December 2022 the Board received an update on the TCFD framework, including an outline of the continued relevance of climate-related risks and opportunities to Flutter and an indication of the work being completed and future anticipated actions. Additionally, during the year Flutter has worked to increase the collaboration between the Risk and Sustainability and Audit Committees to support the development of internal governance processes and systems that support sustainability issues, especially those related to climate change.

Throughout 2022, the Risk and Sustainability Committee, which continues to have oversight of the evolving strategy, has received regular updates on the status of all Positive Impact Plan matters, including the environment and climate change. All Board members have received training on environmental issues, including climate change, current and upcoming environmental regulation and Flutter’s associated risk and opportunities.

From a management perspective, the Executive Sustainability Steering Committee aids the Risk and Sustainability Committee. An Environmental Working Group has been established to mobilise activity and develop environmental strategy for the Group. It has led work on our e-waste policy and the transfer to renewable energy tariffs, with all UK & Ireland tariffs having now been transferred to renewables. A major focus for this group in 2022 has been an extensive piece of work to capture and verify data across the Group, a task made increasingly challenging due to acquisitions during 2022 and the broad geographic scope of our global footprint. The Environmental Working Group is now looking at how to capture, verify and assure data on an ongoing basis and in line with our net zero pathway and will be making recommendations to the Risk and Sustainability Committee in 2023.

While we have made considerable progress during 2022, we recognise that more needs to be done. We have invested in senior resources to lead this work, with a new Group Head of Environmental and Sustainable Supply and Group Sustainability Reporting Manager, joining in Q4 2022. We have also commenced recruitment for an environmental analyst, to bring additional capabilities to the team in terms of data analytics, reporting and insight. They will support Flutter in ensuring that our Group environmental reporting is robust and appropriately focused, to ensure regulatory compliance, and to provide us with valuable knowledge to grow our strategy even further.

Executive Sustainability SteerCo
    |
    +--- Sustainability Working Group*
    |    |
    |    +--- Play Well, Work Better, Do More, Environmental, Communications and Governance workstreams
    |
    +--- Board Risk and Sustainability Committee
    |    |
    |    +--- Safer gambling sub-committee
    |
    +--- Provide oversight
    +--- Define and approvestrategy and ambitions
    +--- Mobilise strategy andprojects
    +--- Various workstreams deliver sustainability strategy and projects

Working group comprises functional leads plus representatives from each division.

Sustainability reportingand governance

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Climate strategy

Climate change is considered and accounted for in how we develop our strategy, conduct our business and make decisions. Climate change continues to feature in our shortlist of 15 issues, as stated in our 2021 Annual Report and noted on page 47. We have carried out a climate change risk assessment at Group level and will be integrating this at a division level during 2023 as part of a roll out of our comprehensive climate training program. Challenges with data capture during 2022 have impacted our ability to develop this further, as resources have been committed to establishing a baseline to better understand our current position, and to build knowledge and awareness within the Group.

Following our in-depth examination of ESG, two perspectives onclimate change have been considered by Flutter based on the concept of double materiality, which we will be exploring more extensively in 2023. In accordance with our risk management approach (described below and in the Risk Management section on pages 92 to 99), we accomplish this through a top-down and bottom-up activity. Through our top-down risk assessment process, we have identified climate change as a longer-term emerging risk that has the potential to affect our physical footprint.# Sustainability

In particular, the risk of extreme weather/geophysical disasters brought on by the failure of climate action, which poses a threat to human life and severely disrupts commercial operations and location- specific sporting events. Through a high-level bottom-up risk assessment conducted in 2022 we have identified climate risks and opportunities (CROs), which we will review in a more granular manner in Q1 2023. As part of this, we will examine the various business models and geographies relevant to the Group, and we will further enhance the high-level assessment by using a divisional, brand and Group lens as necessary. To examine the potential impact on our business model and strategy under various risk variables in 2023, we will also carry out scenario analysis on our significant CROs. We have considered the financial impact of the CROs described below and have concluded that no material adjustments are required to the financial statements for the current period in accordance with International Financial Reporting Standards (“IFRS”). We will reassess this conclusion in future periods as further detailed analysis of CROs, transition plans and scenario analysis is completed. We’ll start integrating climate change into our framework for financial planning and risk management once we’ve finished our specific work on the more granular risks and opportunities, and based on the materiality of those areas, we’ll also work to improve the processes for identification, monitoring and escalation. This year we began building our climate impact mitigation strategy and selected South Pole as our strategic partner to help inform our approach to voluntary carbon offsetting and project investment. For 2022, we decided to focus on renewable energy projects and worked with South Pole to make investments into 3 projects across United States (Wind Power), Europe (Hydropower), and India (Solar Power), which are either Gold Standard or Verified Carbon Standard. Whilst we will not directly consume the energy generated from these projects, our investments are supporting the generation of renewable energy, which is helping to advance the global transition to low carbon energy. The carbon offset credits we have purchased are equal to saving 16,391 tonnes of carbon dioxide equivalent (tCO 2 e), which is ~50% more than our combined scope 1&2 emissions for 2022 (8,708 tCO 2 e) but reduces to ~5.6% of our total emissions (289,709 tCO 2 e), including scope 3 (281,002 tCO 2 e). We will continue to evolve our strategy on carbon offsetting in tandem with our efforts to reduce our emissions.

Risk management

Our Board is aware of the significance of incorporating climate change into our overall risk management framework. We recognise that climate change poses a number of physical (e.g. extreme weather events affecting sporting events) and transition-related (e.g. stakeholder perception) risks and opportunities for our business. As part of our commitment to operate ethically and sustainably, we take a risk-based collaborative and strategic approach to climate change. As a business we are committed to operate ethically and sustainably and are aligning internal processes with the recommendations of the TCFD. Our programme of work will demonstrate that we have considered the impact of climate-related issues on our business and how they are integrated within the Thematic Areas of disclosure. Integrated briefing and risk assessment involving the divisional risk teams in the first quarter, will be facilitated by the Group Risk and Group Sustainability teams in H1 2023. Targeted workshops in H2 2023 will ensure we have both risk awareness and coverage across the Group, including its financial impact. The standard risk assessment process, including the risk governance structure, is discussed on pages 94 of this report. Through the horizon scanning process described in the Risk section of this report on pages 93 to 94, climate change continues to be identified as a longer-term (more than three years) emerging risk, and therefore it is monitored to track its development over time and identify any changes in the exposure to risk. As part of our overall risk management framework, any consequent change in the closeness or velocity of climate change as a risk may result in it being subsumed into relevant active risk registers through additional deep dive work, we’ll perform on CROs in 2023. The Group’s risk appetite statement and the Group’s risk profile will be based on the identified climate-related risks. We intend to report on this topic in greater detail in 2023. Scanning for climate change and ESG regulation will be evolved into a more formal component of our overall horizon scanning process. Given the nature of our activities, which are worldwide in scope, it is critical that our divisions take the initiative to identify potential transition and physical hazards. As stated above in the strategy section, in 2023 we will carry out a more granular bottom-up assessment of climate-related risks and opportunities. In order to support this, leadership across our divisions and Group will receive training on climate-related issues in the upcoming year. This will help to ensure that they have the necessary skills and knowledge to recognise and manage climate-related risks and opportunities as well as communicate them at a Group level as part of the Group’s bottom-up risk identification approach. As a result of this assessment, we anticipate that specific climate risks will be incorporated into the divisions where they are considered to be significant. A larger Group effort designed to identify climate-related risks and opportunities and complete scenario analysis will assist this activity.

Sustainability continued

72 Flutter Entertainment plc Annual Report & Accounts 2022

High level overview of CROs identified

Topic Title	Description
Transition Risks
Policy & legal	• Existing and emerging regulations including shifting energy use could lead to increased operational costs across different jurisdictions. • Significant public policy changes which may or may not align with Flutter’s expectations, plans or strategies. • Attempts to constrain actions that contribute to the adverse effects of climate change or policy actions that seek to promote adaptation to climate change. • Climate-related litigation is not seen as plausible considering our industry and its traditional limited connection to climate risks.
Technology & energy	• Data volumes require us to utilise data centres, which may be perceived as a drain on energy sources and may be exposed to energy supply insecurity.
Reputation	• Unsatisfactory customer or community perceptions of our contribution to the transition to a lower-carbon economy. • Environmental performance and ESG rating agency scores. • Inadequate or incorrect reporting disclosures.
Stakeholder perception	• Difficulty in accessing capital from financial institutions. • Company environmental impacts affecting the willingness of new investors or the ability to retain current investment in the organisation.
Physical Risks
Acute	• Event interruptions or diminished attendance/coverage of sporting and other major events (e.g. Cheltenham), due to an increase in the frequency and severity of extreme weather events. • Significant weather impacts on the ability for staff and customers to access our office and retail estates and climate related weather affects for our people in susceptible geographies.
Chronic	• Long-term shifts in climate patterns expose certain offices or retail venues within our Group.
Opportunities
Resource efficiency	• Improved resource efficiency within office and retail networks (e.g. energy, waste).
Energy source	• Major transition to low emission energy sources (e.g. wind).
Markets	• Utilise in talent attraction. • Inclusion on ESG indices and/or higher ESG ratings can increase stock liquidity and attract investors.
Resilience	• Be seen to be a vocal advocate for changes, considering our place in the tertiary sector of the economy. • Bring leading practices to our expanding global footprint. • Greater operational resilience offers an opportunity to gain market share. • A less exposed portfolio offers a potential competitive and financial advantage.

Strategic report

Annual Report & Accounts 2022 Flutter Entertainment plc 73

Sustainability continued

Measuring our progress

We will integrate our climate mitigation goals to the Science Based Targets initiative (“SBTi”) in 2023. In accordance with 1.5°C emission scenarios and the SBTi’s standards and recommendations, we will specifically set a science-based emission reduction target across all scopes. To enable the collection of precise and credible emissions data, we have begun to enhance our environmental data systems and processes by, for example, conducting environmental audits internally and with external utility providers. As with previous reporting periods, we adopt an operational control boundary to report on the climate-related impacts on our business. To help us establish a new baseline – which is crucial for fulfilling our SBTi commitment – we are adopting the GHG Protocol as our reference for greenhouse gas reporting and calculation procedures. In addition to expanding our report to include all relevant Scope 3 emission, we made progress in 2022 towards eliminating data gaps in our current Scope 1 and 2 emission measures. We report on greenhouse gas (“GHG”) emissions and use tonnes of carbon dioxide equivalent (“tCO 2 e”) as the metric for reporting GHG emissions, converting into kWh in line with Streamlined Energy and Carbon Reporting (“SECR”) requirements. The GHG data highlighted with a “Δ” has been subjected to a limited assurance engagement completed by EY in accordance with ISAE 3000 Revised, Assurance Engagements Other than Audits or Reviews of Historical Financial Information (ISAE3000) and ISAE 3410 Assurance Engagements on Greenhouse Gas Statements (ISAE3410)”.# Overview

Scope 1-3

Reporting year	2022	2021	2020	2019
Scope 1 (tCO₂e)	1,196	854	483	1,668
Scope 2 (tCO₂e)	7,512	10,288	10,152	11,795
Scope 3 (tCO₂e)	281,002	3,853	5,883	12,351
Total GHG (tCO₂e)	289,709	14,995	16,519	25,815
Revenue (£m)	7,693.2	6,036	4,414	2,140
tCO₂e/£m revenue intensity	37.65	2.48	3.74	12.06

Detailed breakdown Scope 1-3

Scope	Category	Original Metric	2022 t/CO₂e
1	Total Stationary combustion	m³	1,118.148
	Total Mobile combustion	litres	15.341
	Total Refrigerants	kg	62.162
2	Total Electricity	kWh	7,525.139
3	Total Purchased goods and services	multiple see below	246,531
	Total Capital goods	£	19,124
	Total Fuel and energy-related activities	£	2,848.820
	Upstream Leased Assets	kWh	700.856
	Total Waste generated in operations	multiple see below	45.590
	Total Business travel	km	8,714.767
	Employee commuting	km	2,909
	End of Life Sold Products	£	129

We have carried out a climate change risk assessment at Group level and will be rolling out a comprehensive training programme on this to enable it to be integrated at a divisional level during 2023.

74 Flutter Entertainment plc Annual Report & Accounts 2022

Year-on-year Information

We have made huge progress on our GHG data collation and verification processes across the Group, which has enabled us to both expand our reporting but also re-evaluate how we account for certain impacts e.g., datacentre emissions. A full list of our inclusions/exclusion is included on page 187.

Overall, we have seen an increase in our Scope 1 emissions of 40%, a decrease in our Scope 2 emission of 27%, and an increase in our Scope 3 emissions of 7,193%. These increases can mainly be attributed to the return to ‘business normal’ following Covid-19 including, the opening of new offices and retail premises, increases in occupancy and the return to business travel and successful work undertaken internally and with consultancy partners to understand our carbon emissions in more detail, which has resulted in additional sources of data.

Scope 1

Our total Scope 1 emissions for FY22 was 1,196 tCO₂e, representing an increase of 40% on FY21 (854 tCO₂e). This increase is mainly due to our decision to include mobile combustion in our Scope 1, which was previously reported under Scope 3. We made this decision based on re-evaluating how the operational control boundary has been applied to certain assets and determined that as we are in control of how we use any company vehicles, the emissions should be considered a Scope 1 impact.

Scope 2

Our Scope 2 emissions are made up entirely of electricity use across our business. Our total Scope 2 emissions for FY22 was 7,512 tCO₂e, representing a 27% decrease on FY21 (10,288 tCO₂e). Of the total scope 2 emissions, 4,729 tCO₂e comes from our UK and Ireland retail estate which is on a wholly renewable energy tariff. In addition, 24% of our offices are on 100% renewable energy tariffs and a further 12% have a tariff in place which guarantees at least a proportion of renewable energy. The reported decrease can also be attributed to the fact that we have decided to move the emissions associated with our US retail sites and all datacentres, to Scope 3. Based on re-evaluating how the operational control boundary has been applied, we have concluded that it is more appropriate to capture these impacts under Scope 3.

Scope 3

Our total Scope 3 emissions for FY22 was 281,002 tCO₂e, representing a 7,193% increase on FY21 (3,853 tCO₂e). The most significant reason for the increase is due to the expansion of our Scope 3 reporting categories to cover all eight categories relevant to Flutter. In particular, the inclusion of category 1 ‘Procured Goods and Services’ (as defined within the GHG Protocol) has led to the most notable increase, representing 245,513 tCOe2. In addition, we have opted this year to include the impacts of datacentres (1059.69 tCO₂e) in Scope 3 (captured under Procured Goods and Services). We took this decision as we do not have operational control to influence the overall running of the datacentres where we have racks, however, as we further embark on our move to the cloud, we will ensure alignment with our renewable energy strategy and work with our key cloud service provider to drive the use of renewable energy.

It is essential that we continue to understand the impact of climate change on our business and to deepen our understanding of our impact on climate change.

In 2023, we will:

Set SBTi emission reduction targets across all scopes and develop a robust transition plan to a low-carbon economy.
Keep enhancing our reporting processes and further evolve our TCFD reporting.
Conduct a double materiality assessment and scenario analysis, in accordance with 1.5°C, 2°C and 4°C emission scenarios.
Develop further tangible actions which will improve our monitoring and assessment of identified climate-related risk and opportunities.
Implement a digital tool for managing our carbon footprint accounting, with capability to track, report and manage our carbon emissions.
Develop our ESG regulatory map and embed processes to effectively manage compliance with current and upcoming regulation.
Develop our vendor engagement strategy.
Develop our renewable energy strategy using RE100, as the guiding principles to underpin our thinking.
Fully implement our e-waste policy and start reporting our reuse, recycle and donations.
Finalise and roll out our Green Travel Policy.
Roll out a comprehensive training programme on our climate change risk assessment process to raise awareness at a brand level and to enable a granular risk assessment process to be integrated by these brands.

Looking ahead to 2023

Strategic report Annual Report & Accounts 2022 Flutter Entertainment plc 75

Code of Ethics mandatory training

The Code is embedded in everything we do, and all colleagues are required to undertake an annual mandatory e-learning training covering a range of areas, including safer gambling, conflicts of interest, betting integrity, anti-bribery and corruption, and information security.

Anti-Money Laundering (“AML”) and Countering the Financing of Terrorism (“CFT”)

We are collectively committed to complying with all AML and CFT laws and regulations in the jurisdictions in which we operate, by preventing the use of our products or systems to launder criminal proceeds, to finance terrorism, to evade taxation, or to bypass applicable AML and CFT laws. We expect the same from our colleagues, customers, business partners and third parties or associated persons acting on our behalf as well as our supply chain. Our colleagues and management take these obligations seriously and through training, we have implemented appropriate policies and procedures to help ensure and constantly remind ourselves of our role in contributing to the integrity of the global financial system.

Sanctions

We are committed to complying with all economic and trade sanctions in the jurisdictions in which we operate. As part of that commitment, we do not conduct any business activities that would breach applicable sanctions or export controls, including commencing or continuing customer relationships, purchasing, or providing goods, products, technology, software, or services, or facilitating transactions by third parties. Our risk management process includes screening third parties in our supply chain for risk or exposure to financial crime of other harmful activities. Part of our screening is against sanction lists issued by various sanctioning institutions to ensure we are compliant with all economic and trade sanctions in the jurisdictions in which we operate.

Group Code of Ethics

Building a culture where we operate responsibly, honestly, fairly and in accordance with the law throughout each of our divisions is essential to us and a key foundation of our Positive Impact Plan. It is the responsibility of everyone at every level to help build and maintain this culture by always reporting any perceived or actual violations of policies or other misconduct using the processes set out in our Code of Ethics (the “Code”). This responsibility includes protecting those who have come forward to make a report.

Business integrity

Sustainability continued

76 Whistleblowing

Our whistleblowing platform, supported by our Whistleblowing Policy, is in place to encourage colleagues to raise issues regarding any serious concerns they may have or possible improprieties in matters of financial reporting, ethical or policy violations, or other matters on a confidential basis. We remind colleagues of our zero-tolerance policy prohibiting retaliation against any employee who makes a report. We have increased our reporting channels to include digital reporting methods to ensure our colleagues are able to report concerns to their managers but also in a private and confidential manner through our whistleblowing platform, should they wish to.

Anti-bribery and corruption

We have a zero-tolerance approach to bribery and corruption. We do not, and will not, pay bribes or offer improper incentives to anyone for any purpose. Nor do we, or will we, accept bribes or anything that could be perceived as such. We expect the same from our colleagues, customers, business partners and third parties or associated persons acting on our behalf. We have in place policies, procedures, training, management systems and internal controls to prevent and detect bribery and corruption, including requiring risk-based due diligence to be carried out on individuals and companies which will perform services for or on behalf of the Group. These obligations are set out in our Code of Ethics and anti-bribery and corruption policies and procedures, which all colleagues are required to adhere to. This also includes guidance on receiving and offering gifts and hospitality involving any public official.# Modern Slavery Statement

We understand that modern slavery is a global threat that imposes an intolerable burden on those affected by it. As a global operator, we are committed to preventing slavery and human trafficking in all areas of our business and we expect the same commitment from our colleagues, contractors, suppliers and business partners. We continue to strengthen and develop our risk management processes and procedures and remain vigilant in monitoring our supply chains. Our tools continue to screen our suppliers for any instances of forced labour and human trafficking. We remain determined to expand and deepen the screening to account for the global nature of our supply chain and will continue to be proactive in monitoring our business for breaches. Our Modern Slavery Statement can be found in full at: https://www.flutter.com/modern-slavery-statement/.

Human rights

We are committed to upholding the United Nations’ Universal Declaration of Human Rights. We are proud to support human rights through our policies which require colleagues to behave ethically and to respect the human rights of our colleagues and other stakeholders in the business. A culture that does not tolerate harassment, discrimination, victimisation or bullying.

Equal opportunities

We are committed to equal opportunities and diversity in our workplace and will not tolerate harassment, discrimination, victimisation or bullying. We recruit, employ and promote colleagues based on their qualifications and abilities. Our Equal Opportunities Policy states our commitment to a policy of equality of opportunity and treatment in our employment practices. Details of our DE&I strategy can be found on page 53. We do not discriminate on any grounds, including gender, sexual orientation, marital or civil partner status, gender reassignment, race, religion or belief, colour, nationality, ethnic or national origin, disability or age, pregnancy, trade union membership, or part-time or fixed-term status, and take appropriate steps to accommodate the requirements of an individual’s religion, culture and domestic responsibilities.

Health and safety

The Group recognises the importance of health and safety. We are committed to ensuring the wellbeing and safety of our colleagues and customers in all our corporate offices and retail betting shops, and ensure that our policies and procedures comply with relevant local safety, health and welfare at work legislation, as appropriate. We have created a Global Health and Safety Framework to ensure we maintain one consistent approach to health and safety management within the worldwide organisation. Key to this is the creation and delivery of a Three-Year Strategic Roadmap, which has resulted in the development of global policies, standards and procedures which will drive compliance within the brands, regions and countries where we operate and ultimately an improved safety culture across our operations. Utilising our iLearn online training platform and through focused campaigns, we are providing our teams with the tools, understanding and capability to carry out their activities and roles safely and in compliance with both legal and industry standards.

Supply chain

We continue to focus efforts to screen our suppliers more effectively for risk or exposure to instances of forced labour and human trafficking. In 2022, we extended our screening tool to include monitoring of suppliers more broadly across the business, commensurate with their risk profile. The screening is not just performed on entities but can be extended to Directors and beneficial owners. This allows us to screen new and existing suppliers more effectively against a range of harmful activities.

Strategic report

Annual Report & Accounts 2022

Flutter Entertainment plc

77

Operating and financial review

Strong recreational customer growth across Group

Flutter delivered a strong performance in 2022, growth in our recreational customer base delivered 2022 revenue growth of 27%. Reported EBITDA also increased by 27% benefitting from tombola and Sisal acquisitions.

Jonathan Hill
Chief Financial Officer

78 Dublin Townhall

The first townhall in our Head offices in Clonskeagh, Dublin was attended by nearly 800 colleagues, members of the Board and senior leaders.

79 Strategic report

Operating and financial review

	FY 2022 £m	FY 2021 £m	CC Change %	Unaudited Change %
Average monthly players (‘000s)	10,245	8,146	+26%
Sports revenue	4,788	3,774	+27%	+21%
Gaming revenue	2,906	2,262	+28%	+23%
Total revenue	7,693	6,036	+27%	+22%
Cost of sales	(3,164)	(2,262)	+40%	+33%
Cost of sales as a % of net revenue	41.1%	37.5%	+370bps	+350bps
Gross profit	4,529	3,774	+20%	+15%
Sales and marketing	(1,853)	(1,508)	+23%	+15%
Contribution	2,676	2,266	+18%	+15%
Other operating costs	(1,524)	(1,164)	+31%	+25%
Corporate costs	(107)	(101)	+7%	+6%
Adjusted EBITDA	1,045	1,001	+4%	+4%
Adjusted EBITDA margin %	13.6%	16.6%	-300bps	-240bps
Depreciation and amortisation	(370)	(255)	+45%	+38%
Adjusted operating profit	675	746	-9%	-9%
Net finance expense	(158)	(126)	+25%
Adjusted profit before tax	518	620	-17%
Taxation	(182)	(166)	+9%
Adjusted profit for the period	336	454	-26%
Adjusted basic earnings per share	189.0p	252.7p	-25%
Net debt 6 at period end	(4,644)	(2,647)	+75%

Note: Acquired businesses Junglee (January 2021), Singular (September 2021), tombola (January 2022) and Sisal (August 2022) have been included on a reported basis. Pro forma references within the commentary for a specified period include Junglee, tombola and Sisal as though part of the Group in both 2021 and 2022 for the entire period. A full analysis of the Group’s reported performance can be found at page 86.

Flutter delivered strong 2022 revenue growth of 22%, driven by continued expansion of our recreational base with AMPs up 26% to 10.2m. Our rapidly scaling US business was a key driver of this success with revenue 67% higher. Growth outside of the US of 7% benefitted from the Group’s acquisitions of Sisal and tombola during the year. Pro forma Group revenue and AMPs also delivered excellent growth, up 14% and 15% respectively. Pro forma revenue outside of the US was flat year on year, as we annualised the impact of our proactive safer gambling changes in the UK & Ireland, faced into Covid comparatives and a more challenging environment in Australia as well as the known regulatory changes in our International business.

Cost of sales as a percentage of net revenue increased by 350 basis points to 41.1%. This was primarily driven by our launch in New York where gaming tax rates are higher, as well as an increase in Australian POC taxes. Sales and marketing costs of £1.9bn were 15% higher year on year, driven by continued investment in the US. As a proportion of revenue, investment reduced by 150 basis points to 24.1% for the Group. Other operating costs increased 25% also reflecting US investment, as well as the acquisition of Sisal. On a pro forma basis, costs outside of the US costs increased by 4% primarily driven by the post Covid reopening of Sisal retail in H1, offset by cost efficiencies in the UK & Ireland.

Group Adjusted EBITDA was £1,045m, up 4% including the £250m US loss. On a pro forma basis, Adjusted EBITDA was 5% lower. Group ex-US declined 5%, but was 6% higher after adjusting for the previously guided impacts of (i) proactive safer gambling initiatives in the UK & Ireland (£38m) (ii) Australian tax changes (£22m) and (iii) regulatory changes in International markets (£100m). Group Adjusted depreciation and amortisation increased, primarily due to the addition of Sisal during the year and growth in our US division.

The Group’s Adjusted effective tax rate in the period was 35.1% (2021: 26.8%), driven by the changing mix of taxable earnings across geographies, including the acquisition of Sisal. The Group ex-US effective tax rate in the period was 22.9% (2021: 18.5%). Adjusted basic earnings per share reduced from 252.7p to 189p. This decline reflects the increased tax charge, as well as an increase in interest expense, driven by the Sisal acquisition and higher cost of debt in H2. Net debt at 31 December 2022 was £4,644m. This was £2bn higher than the prior year due to the acquisitions of Sisal and tombola and the buyout of Adjarabet minority shareholders, which offset the free cash flow generated by the operating activities of the Group during the year. A full analysis of the Group’s reported performance can be found at page 86.

Operating and financial review continued

For footnotes see page 88

80 Flutter Entertainment plc Annual Report & Accounts 2022

US 3

	FY 2022 £m	FY 2021 £m	CC Change %	US$ Change %
Average monthly players (‘000s)	2,319	1,557	+49%
Sportsbook stakes	23,550	11,284	+109%	+87%
Sportsbook net revenue margin	7.3%	6.3%	+100bps	+100bps
Sports revenue	1,985	978	+103%	+81%
Gaming revenue	619	413	+50%	+34%
Total revenue	2,604	1,391	+87%	+67%
Cost of sales	(1,306)	(614)	+113%	+90%
Cost of sales as a % of net revenue	50.1%	44.1%	+600bps	+620bps
Gross profit	1,298	778	+67%	+49%
Sales and marketing	(964)	(663)	+45%	+30%
Contribution	334	115	+192%	+158%
Other operating costs	(584)	(357)	+63%	+47%
Adjusted EBITDA	(250)	(243)	+3%	-6%
Adjusted EBITDA margin	(9.6%)	(17.5%)	+790 bps	+750 bps
Depreciation and amortisation	(78)	(47)	+68%	+50%
Adjusted operating loss	(328)	(289)	+13%	+3%

Note: The US division includes FanDuel, FOXBet, TVG, PokerStars and Stardust brands, offering regulated real money and free-to-play sports betting, casino, poker, daily fantasy sports and online racing wagering products to customers across various states in the US and in Canada. Revenue grew 67% to £2.6bn ($3.2bn) during 2022 with an Adjusted EBITDA loss of £250m ($313m). This reflects a 6% reduction in our EBITDA loss, while continuing to deliver significant growth within the business.# Strategic report Annual Report & Accounts 2022 Flutter Entertainment plc 81

Operating and financial review continued

UK & Ireland

	FY	FY	CC	FY	FY	CC	FY	FY	CC
Unaudited Adjusted	2022	2021	Change	2022	2021	Change	2022	2021	Change
	£m	£m	%	£m	£m	%	£m	£m	%
Average monthly players (‘000s)	3,710	3,153	+18%
Sportsbook stakes	9,981	11,376	-12%	8,633	10,473	-17%	1,348	904	+48%
Sportsbook net revenue margin	10.6%	9.9%	+70 bps	10.1%	9.7%	+40bps	13.5%	12.6%	+90bps
Sports revenue	1,181	1,282	-8%	998	1,168	-14%	183	114	+60%
Gaming revenue	963	781	+23%	873	721	+21%	90	60	+49%
Total revenue	2,144	2,063	+4%	1,871	1,889	-1%	272	174	+56%
Cost of sales	(653)	(621)	+5%	(592)	(581)	+2%	(61)	(40)	+54%
Cost of sales as a % of net revenue	30.5%	30.1%	+30bps	31.6%	30.8%	+80bps	22.5%	22.9%	-30bps
Gross profit	1,490	1,442	+3%	1,280	1,308	-2%	211	134	+57%
Sales and marketing	(381)	(391)	-3%	(374)	(384)	-3%	(6)	(6)	+4%
Contribution	1,110	1,051	+6%	905	923	-2%	204	128	+59%
Other operating costs	(455)	(435)	+6%	(293)	(298)	—%	(162)	(138)	+18%
Adjusted EBITDA	2,5	654	616	+6%	612	626	-3%	42	(10)
Adjusted EBITDA margin	30.5%	29.9%	+50bps	32.7%	33.1%	-60bps	15.4%	(5.6%)	+2,080bps
Depreciation and amortisation	(136)	(126)	+8%	(89)	(85)	+5%	(47)	(41)	+15%
Adjusted operating profit	519	490	+5%	524	541	-4%	(5)	(50)	-90%

Note: The UK & Ireland division operates Paddy Power, Betfair, Sky Betting & Gaming and tombola brands online, as well as retail operations in the UK & Ireland. tombola was acquired in January 2022 and pro forma references within the commentary include tombola as though part of the division in both 2021 and 2022 for the entire period.

Total UK & Ireland revenue grew 4% and Adjusted EBITDA was 6% higher at £654m. This reflects (i) the acquisition of tombola in January 2022, (ii) our retail business being open for the entire year, compared to the Covid-related closures of the prior year and (iii) an improved product offering, particularly in H2. This was partially offset by a return to player activity closer to pre-Covid levels and our safer gambling measures. On a pro forma basis revenue was 4% lower with EBITDA flat year-on-year.

UK & Ireland Online

Player momentum remains strong with AMPs up 18% (pro forma +4%), including 18% pro forma growth in Q4, aided by strong engagement during the World Cup. Revenue was 1% lower for the year with sequential improvement from -12% in H1 to +15% in H2 (pro forma FY22 -9%, H1 -19%, H2 +4%). The growth in players, improved momentum across H2 and addition of tombola was offset in H1 by the 2021 peak in Covid related player engagement and the annualisation of our proactive safer gambling measures introduced during 2021. Sports revenue declined by 14% (H1 -24%, H2 +1%) reflecting these challenging comparatives. World Cup sportsbook stakes were in line with the prior year’s European Championships, while sportsbook net revenue margin increased 40 basis points, reflecting structural gains following the launch of Bet Builder products during the year. Sports results were slightly adverse for the year, including 300 basis points of adverse Q4 results mostly offset across the earlier quarters. Gaming revenue increased 21% (pro forma -1%) including 34% growth in H2 (pro forma +8%). This was driven by strong player momentum throughout the year and consistent delivery of product improvements across all our brands. Cost of sales as a percentage of revenue increased by 80 basis points to 31.6%, reflecting higher transaction fees and streaming costs. Sales and marketing decreased by 3% (pro forma -13%) to 20.0% of revenue. This was 100 basis points lower than the prior year on a pro forma basis, from the delivery of efficiencies within our marketing spend. Other operating costs were in line, but 10% lower on a pro forma basis. This reflects cost efficiencies along with the one-off benefits from the sale of Oddschecker in 2021 and lower performance related pay, being partially offset by inflationary increases in employee pay and data. Online Adjusted EBITDA declined £14m year on year to £612m, with a 35% increase in H2 being offset by a H1 decline of 24%. This trend reflects the revenue performance outlined above and consistent cost reduction throughout the year.

UK & Ireland Retail

Retail revenue grew 56% with our estate open throughout the year, generating Adjusted EBITDA of £42m. This compared to an Adjusted EBITDA loss of £10m in 2021, when our shops were closed from January to April in the UK and to May in Ireland due to Covid-related restrictions. Revenue and Adjusted EBITDA have returned to 87% and 55% of 2019 levels, respectively reflecting the slower return of footfall in Ireland post-Covid restrictions and inflationary cost pressures. UK revenue is in line with 2019, with strong performance from betting and gaming terminals, while the Irish estate is at 70% of 2019 revenue. Other operating costs increased by 18% year on year, reflecting our shops being fully open for the year and inflationary cost pressures. At 31 December 2022, we had 608 (31 December 2021: 625) retail outlets with 356 in the UK and 252 in Ireland.

For footnotes see page 88

Australia

	FY	FY	Change	Change
Unaudited Adjusted	2022	2021	%	%
	£m	£m
Average monthly players (‘000s)	1,090	1,008	+8%
Sportsbook stakes	11,296	11,702	-3%	-7%
Sportsbook net revenue margin	11.2%	11.1%	+10bps	+10bps
Total revenue	1,263	1,294	-2%	-6%
Cost of sales	(635)	(636)	—%	-4%
Cost of sales as a % of net revenue	50.3%	49.2%	+120bps	+110bps
Gross profit	628	658	-5%	-8%
Sales and marketing	(134)	(119)	+12%	+8%
Contribution	494	539	-8%	-11%
Other operating costs	(104)	(102)	+2%	-3%
Adjusted EBITDA	2,5	390	437	-11%
Adjusted EBITDA margin	30.9%	33.7%	-290bps	-270bps
Depreciation and amortisation	(29)	(26)	+15%	+12%
Adjusted operating profit	361	411	-12%	-15%

Note: The Australian division encompasses Sportsbet, which offers online sports betting in the Australian market.

Sportsbet AMPs were 8% higher while revenue declined 6% and EBITDA of £390m was 13% lower year on year. This reflects a strong performance in H1 (revenue +5%, EBITDA +10%) offset by the impact of more challenging conditions in H2 (revenue -14%, EBITDA -32%). Revenue performance during 2022 reflected:

A reduction in staking of 7% (H1: +4%, H2: -15%), driven by:
- An enlarged player base with heightened player engagement, due to Covid lockdowns in 2020/2021, which carried into H1 2022, driving growth.
- Followed by a reversion of H2 player engagement from Covid levels. H2 average player days were -9% year on year.
- Sporting event cancellations and disruption, due to adverse weather conditions, costing c. £30m in revenue during the year.
- An increase in competition during H2 and particularly Q4, which combined with the above led to a lower level of spend per customer.
A structural improvement to net revenue margin during the year which, after reinvestment in generosity, led to 10-basis point increase year on year. Within this movement, sports results represented a small headwind year on year, with both 2022 and 2021 benefitting from 50 and 60 basis points in luck respectively.

Cost of sales increased as a % of revenue to 50.3% or 53.1% in H2, as guided POC tax increases of £22m took effect from July (annualised impact £73m). The increased competition within the Australian market, led to a corresponding step up in sales and marketing spend, which was 24% higher year on year in H2.Approximately half of this increase related to one-off items, such as investment in the FIFA World Cup campaign. Operating costs remained broadly in line when compared with the prior year. For footnotes see page 88.

Strategic report

Annual Report & Accounts 2022

Flutter Entertainment plc 83

Operating and financial review continued

International

	Reported FY 2022	Reported FY 2021	Change	Change	Pro forma FY 2022	Pro forma FY 2021	Change	Change
	£m	£m	%	%	£m	£m	%	%
Unaudited
Average monthly players (‘000s)	3,126	2,428	+29%	N/A	3,568	3,163	+13%	N/A
Sportsbook stakes	2,490	1,592	+56%	+52%	3,637	3,273	+11%	+10%
Sportsbook net revenue margin	10.9%	8.7%	+220bps	+220bps	12.1%	11.1%	+100 bps	+100 bps
Sports revenue	358	220	+63%	+58%	526	447	+18%	+16%
Gaming revenue	1,324	1,068	+24%	+18%	1,621	1,534	+6%	+4%
Total revenue	1,683	1,288	+31%	+24%	2,147	1,981	+8%	+7%
Cost of sales	(570)	(392)	+45%	+40%	(778)	(682)	+14%	+15%
Cost of sales as a % of net revenue	33.9%	30.4%	+350bps	+370bps	36.2%	34.4%	+180bps	+240bps
Gross profit	1,113	897	+24%	+18%	1,369	1,299	+5%	+3%
Sales and marketing	(374)	(335)	+12%	+6%	(386)	(360)	+7%	+3%
Contribution	739	562	+31%	+25%	983	939	+5%	+3%
Other operating costs	(381)	(270)	+41%	+35%	(488)	(433)	+13%	+11%
Adjusted EBITDA	358	292	+22%	+16%	494	506	-2%	-3%
Adjusted EBITDA margin	21.3%	22.7%	-140 bps	-160bps	23.0%	25.6%	-250bps	-250bps
Depreciation and amortisation	(121)	(52)	+133%	+107%	(185)	(153)	+21%	+17%
Adjusted operating profit	237	240	-2%	-5%	309	353	-13%	-12%

Note: The International division includes Sisal, PokerStars, Adjarabet, Betfair and Junglee brands but excludes PokerStars US business and Betfair UK & Ireland operations. Sisal was acquired in August 2022 and Junglee in January 2021. Pro forma references within the commentary include Sisal and Junglee as though part of the division in both 2021 and 2022 for the entire period. A reconciliation of the division’s reported and pro forma income statement is included in Appendix 2.

Pro forma International AMPs grew 13% driving revenue 7% higher. Adjusted EBITDA declined by 3%, reflecting the combined £100m impact of the regulatory and tax changes in Germany, Russia, and the Netherlands. Adjusting for these items, revenue and Adjusted EBITDA grew 15% and 20% respectively.

Revenue in our Consolidate and Invest markets, which made up 76% of revenue, increased 22% reflecting strong performances in Italy (+22%), India (+80%) and Turkey (+80%). In Italy, Sisal’s retail business benefitted from a fully open retail estate in H1 with retail revenue over 50% higher year on year. Italy online grew 5%, retaining online migrators of the last two years and taking share in the market. In India, Junglee’s growth was player driven, with AMPs 78% higher in 2022.

Optimise and Maintain markets declined 22% or 8% excluding regulatory headwinds, reflecting the unwind of the prior year Covid-related benefit. Cost of sales as a % of net revenue increased 240 basis points to 36.2%, due to relief from some Italian retail charges in the prior year during Covid-impacted periods. Sales and marketing increased by 3% reflecting the ongoing investment in our Consolidate and Invest markets offset by savings elsewhere. Other operating costs increased by 11%, up 24% in H1 and 1% lower in H2. The increase in H1 reflects a fully open Sisal retail estate and the annualisation of additional resources to stabilise and improve our product and technology offering. This additional resource extended to capital investment and when combined with amortisation of Sisal’s expanded lottery concessions, drove depreciation and amortisation 17% higher.

Reported Strong growth in players and revenue reflects a five-month contribution from Sisal in 2022 along with growth in our Consolidate and Invest markets. Adjusted EBITDA increased 16% to £358m from:

Five months of Sisal EBITDA (+£111m).
Growth in other Consolidate and Invest markets (excludes Italy and Turkey) where revenue increased 15%.
Partly offset by the combined negative impact of market exits in the Netherlands (£30m) and Russia/Ukraine (£50m), along with a gaming tax change in Germany (£20m) of £100m.

Revenue growth of 24% for the year reflects these factors. The higher growth in sports revenue is due to Sisal having a higher mix of sports revenue compared to the existing International businesses. Cost of sales as a % of net revenue increased 370 basis points to 33.9%, due to relief from some Italian retail charges in the prior year during Covid-impacted periods. Sales and marketing costs increased by 6% but were 390 basis points lower as a % of revenue. With advertising restrictions in Italy, Sisal’s marketing spend is minimal. Other operating costs increased by 35%.

For footnotes see page 88.

Flutter Entertainment plc Annual Report & Accounts 2022 84

Separately disclosed items

	FY 2022	FY 2021
	£m	£m
Transaction fees and associated costs	(35)	(22)
Restructuring and integration initiatives	(131)	(45)
Legal provision releases	38	—
Kentucky settlement and associated legal costs	—	(163)
Germany and Greece tax expense	—	(47)
EBITDA impact of separately disclosed items	(127)	(278)
Amortisation of acquisition related intangible assets	(608)	(543)
Disposal of Oddschecker Global Media	—	12
Operating loss impact of separately disclosed items	(735)	(809)
Financial income	11	—
Financial expense	(68)	(100)
Loss before tax impact of separately disclosed items	(792)	(909)
Tax credit on separately disclosed items	152	43
Total separately disclosed items	(641)	(866)

Separately disclosed items do not relate to business-as-usual activity of the Group, are items that are volatile in nature or non-cash purchase price accounting amortisation and therefore are excluded from Adjusted profits.

Transaction fees and associated costs of £35m related to fees for the FOX arbitration as well as the acquisition of tombola and Sisal. Restructuring and integration costs primarily relate to the integration with The Stars Group (‘TSG’). During 2022, two legacy TSG litigation matters were settled resulting in the release of £38m from our legal provisions. Amortisation of acquisition related intangible assets increased £65m to £608m following the acquisitions of Sisal and tombola in 2022. The tax credit of £152m primarily relates to the tax effect of the amortisation of acquisition-related intangibles.

Strategic report Annual Report & Accounts 2022 Flutter Entertainment plc 85

Operating and financial review continued

Statutory review

	Group FY 2022	Group FY 2021	Change
	£m	£m	%
Unaudited
Sports revenue	4,788	3,774	+27%
Gaming revenue	2,906	2,262	+28%
Total revenue	7,693	6,036	+27%
Cost of sales	(3,146)	(2,310)	+36%
Cost of sales as a % of net revenue	40.9%	38.3%	+260bps
Gross profit	4,547	3,727	+22%
Operating costs	(3,629)	(3,003)	+21%
EBITDA	918	723	+27%
EBITDA margin %	11.9%	12.0%	-10 bps
Amortisation of acquisition related intangibles	(608)	(543)	+12%
Depreciation and amortisation	(369)	(254)	+45%
Gain on disposal	(1)	12	N/A
Operating loss	(60)	(63)	N/A
Net finance expense	(215)	(226)	-5%
Loss before tax	(275)	(288)	N/A
Taxation	(30)	(124)	-76%
Loss after tax	(305)	(412)	N/A
Basic loss per share	(170.8p)	(236.5p)	N/A
Diluted loss per share	(170.8p)	(236.5p)	N/A
Net current liabilities	(416)	(112)	N/A
Net assets	10,337	10,288	N/A
Net cash from operating activities	1,297	775	+67%

Note: A full analysis of the Group’s adjusted performance can be found at page 80-85.

Flutter delivered strong 2022 revenue growth of 27%, driven by continued expansion of our recreational base with AMPs up 26% to 10.2m. Our rapidly scaling US business was a key driver of this success, with the Group outside of the US benefitting from the acquisitions of Sisal and tombola during the year.

Cost of sales as a percentage of net revenue increased by 260 basis points to 40.9% primarily driven by our launch in New York, where gaming tax rates are higher than other states, as well as an increase in Australian POC taxes and relief from some Italian retail charges in the prior year during Covid-impacted periods. Operating costs increased by 21% driven by US investment in sales and marketing, as well as the acquisition of Sisal and tombola during the year with reported EBITDA growing 27% in line with revenue growth.

The statutory Group effective tax rate was -11% (2021: -42.8%). A reduced tax charge in the period of £30m (2021: £124m) resulted in a lower loss after tax of £305m. The lower tax charge, compared with 2021, was primarily due to a one-off deferred tax charge of £104m in the prior year, relating to the UK’s main corporate tax rate change from 19% to 25% applicable from 1 April 2023. Loss per share decreased 65.7p in line with the movement in the loss after tax.

Net current liabilities increased from £112m at 31 December 2021 to £416m at 31 December 2022, mainly due to the purchase of tombola in January 2022 for £410m, which was financed from the Group’s cash resources. As in previous years, the Group regularly operates in a net current liability position, due to the Group’s operating model whereby it receives payments for nearly all revenues in advance with material cost items paid in arrears. Net assets of £10.3bn at 31 December 2022 were broadly in line year on year with increases in total assets, due to the Sisal acquisition and further growth in our US business offset by corresponding increases in total liabilities.

Net cash flow from operating activities increased to £1,297m from £775m. This was due to the Kentucky litigation payment in 2021, as well as a higher working capital benefit (including movement in customer balances) in 2022 than in the prior year, due to the continued growth within the business. A full analysis of the Group’s Adjusted performance can be found at pages 80-85.# Flutter Entertainment plc Annual Report & Accounts 2022

For footnotes see page 86

Cash flow and financial position

	FY 2022 (£m)	FY 2021 (£m)
Adjusted EBITDA	1,045	1,001
Capex	(403)	(308)
Working capital	222	119
Corporation tax	(163)	(138)
Lease liabilities paid	(72)	(48)
Adjusted free cash flow	628	625
Cash flow from separately disclosed items	(118)	(61)
Free cash flow	510	563
Interest cost	(136)	(140)
Other borrowing costs	(75)	(57)
Settlement of swaps	—	(68)
Amounts paid in respect of Kentucky settlement	—	(234)
Purchase of shares by the Employee Benefit Trust ("EBT")	(3)	(181)
Acquisitions and disposals	(2,289)	73
Cash transferred in acquisitions/disposals	105	4
Other	(1)	(13)
Net (decrease)/increase in cash	(1,889)	(53)
Net debt 13 at start of year	(2,647)	(2,814)
Foreign currency exchange translation	(260)	(5)
Change in fair value of hedging derivatives	152	225
Net debt as at 31 December	(4,644)	(2,647)

Note: Prepared on a net cash/debt basis including borrowings, debt related derivatives and cash and cash equivalents - available for corporate use but excluding cash and cash equivalents – customer balances. A reconciliation to the Group’s consolidated statement of cash flows is included in Appendix 4.

Adjusted free cash flow of £628m in 2022 was broadly in line with the prior year while reflecting the following:

An increase in capital expenditure of £95m, with £43m relating to the acquisition of Sisal and the balance reflecting investment in growth-driving product and technology across our divisions, particularly International.
Higher corporate tax payments reflecting the increased effective tax rate for the Group.
A larger working capital benefit year on year, as our business continues to expand, primarily in the US.

Cash outflow from separately disclosed items of £118m primarily relates to restructuring and integration costs. This relates to the combination with TSG, fees associated with the Fox arbitration and the acquisitions of Sisal and tombola during the year.

Interest payments were in line year on year reflecting 2020 accrued interest costs which were paid in 2021. Excluding these timing differences, interest payments would have increased driven by debt associated with the Sisal acquisition and higher cost of debt in H2.

The acquisitions of tombola and Sisal and the Adjarabet minorities buyout during the year resulted in a cash outflow of £2.3bn.

As at 31 December 2022, the Group had net debt of £4,644m, excluding customer balances, representing a leverage ratio of 3.9x times 13. The Group continues to hedge the impact of currency fluctuations on its leverage ratio through cross currency swap agreements. Changes in the fair value of these hedging derivatives are reflected in net debt.

For footnotes see page 88

Strategic report

Annual Report & Accounts 2022 Flutter Entertainment plc

Notes:

Reported figures represent the IFRS reported statutory numbers. Where amounts have been normalised for separately disclosed items they are noted as Adjusted.
“Adjusted” measures exclude items that are separately disclosed as they are: (i) not part of the usual business activity of the Group (ii) items that are volatile in nature and (iii) purchase price accounting amortisation of acquired intangibles (non-cash). Therefore, they have been reported as “separately disclosed items (SDIs)” (see note 6 to the financial statements).
Growth rates in the commentary are in local or constant currency 15 except reported numbers which are in nominal currency.
Average Monthly Players represent the average number of players who have placed and/or wagered a stake and/or contributed to rake or tournament fees during the month in the reporting period. Average Monthly Player numbers now include Junglee players, and comparative figures have been adjusted to show a like for like comparison.
EBITDA is defined as profit for the period before depreciation, amortisation, impairment, gain on disposal, financial income, financial expense and taxation and is a non-GAAP measure. This measure is used internally to evaluate performance, to establish strategic goals and to allocate resources. The directors also consider the measure to be commonly reported and widely used by investors as an indicator of operating performance and ability to incur and service debt, and as a valuation metric. It is a non-GAAP financial measure and is not prepared in accordance with IFRS and, as not uniformly defined terms, it may not be comparable with measures used by other companies to the extent they do not follow the same methodology used by the Group. Non-GAAP measures should not be viewed in isolation, nor considered as a substitute for measures reported in accordance with IFRS. All of the adjustments shown have been taken from the financial statements.
Pro forma references include Junglee, tombola and Sisal for a full 12-month period in both 2021 and 2022.
US total addressable market based on internal estimates and excluding Canada (estimated mature total addressable market of $3bn). Total addressable market outside US based on H2GC data and internal estimates. Italian market estimate based on internal estimates.
Online sportsbook market share is the GGR market share of FanDuel and FOXBet for Q4 2022 in the states in which FanDuel was live based on published gaming regulator reports in those states. During Q4 2022 FanDuel was live in 17 states; Arizona (AZ), Colorado (CO), Connecticut (CT), Illinois (IL), Indiana (IN), Iowa (IA), Kansas (KS), Louisiana (LA), Maryland (MD), Michigan (MI), New Jersey (NJ), New York (NY), Pennsylvania (PA), Tennessee (TN), Virginia (VA), West Virginia (WV) and Wyoming (WY). During Q4 2022 FOXBet was live in 4 states; CO, NJ, MI and PA. Market share does not include AZ for December as the data has yet to be released.
Consolidate and invest markets in International are Italy, Spain, Georgia, Armenia, Brazil, Canada, India and Turkey.
Global Play Well goal is measured as the 12-month rolling average % of AMPs who use a safer gambling (Play Well) tool in the specified reporting period. A safer gambling tool is any tool that a customer has used (or Flutter has applied to a customer) in the reporting period that helps to promote safer gambling. During 2022, Flutter strengthened the measurement of this metric including a change to measure AMPs instead of active customers, apply more consistent tool usage definitions across the Group as well as including Adjarabet, Junglee and tombola.
Australian gross gaming revenue market share for 2022 based on competitor filings and internal estimates.
Sisal market share based on Italian regulatory filings.
Net debt is the principal amount of borrowings plus associated accrued interest, minus available cash & cash equivalents plus/minus carrying value of debt related derivatives. Leverage is calculated using Adjusted EBITDA for the appropriate 12-month period (pro forma EBITDA used for 2022).
Includes the gross value of derivatives.
Constant currency (“CC”) growth is calculated by retranslating the non-sterling denominated component of 2021 at 2022 exchange rates (see Appendix 3).

Operating and financial review continued

Flutter Entertainment plc Annual Report & Accounts 2022

Appendix 1: Reconciliation of Adjusted to statutory results

In the operating and financial review the Group’s financial performance has been presented on an Adjusted and reported basis. The difference between the Adjusted and reported information relates to the inclusion of separately disclosed items. The impact on the income statement and earnings per share is set out below.

	Adjusted results	Separately disclosed items	Statutory results
	FY FY	FY FY	FY FY
	£m unaudited	£m unaudited	£m unaudited
	2022	2021	2022
Sports revenue	4,788	3,774	—
Gaming revenue	2,906	2,262	—
Total revenue	7,693	6,036	—
Cost of sales	(3,164)	(2,262)	18
Cost of sales as a % of net revenue	41.1%	37.5%	40.9%
Gross profit	4,529	3,774	18
Sales and marketing	(1,853)	(1,508)	—
Contribution	2,676	2,266	18
Other operating costs	(1,524)	(1,164)	—
Corporate costs	(107)	(101)	(145)
EBITDA	1,045	1,001	(127)
EBITDA margin	13.6%	16.6%	11.9%
Depreciation and amortisation	(370)	(255)	(608)
Operating profit/(loss)	675	746	(735)
Net finance expense	(158)	(126)	(57)
Profit/(loss) before tax	518	620	(792)
Taxation	(182)	(166)	152
Profit/(loss) for the period	336	454	(641)
Profit/(loss) attributable to non controlling interest	(1)	(10)	4
Profit/(loss) attributable to equity holders	334	444	(636)
Weighted average number of shares ('000s)	176,833	175,780	176,833
Adjusted basic EPS (pence)	189p	253p	(171p)

See note 6 of the financial statements.

Appendix 2: Reconciliation of International pro forma to statutory results

Acquired businesses Junglee (January 2021), Singular (September 2021) and Sisal (August 2022) have been included on a reported basis. Pro forma measures for the International division have been included in these preliminary results where they best represent underlying performance. The difference between the reported and pro forma results for the International division is the inclusion of the results of Sisal and Junglee in the period prior to completion as per the table below.# Strategic report

Annual Report & Accounts 2022

Flutter Entertainment plc 89

Operating and financial review continued

Appendix 3: Reconciliation to constant currency growth rates

Constant currency (“cc”) growth is calculated by retranslating non-sterling denominated component of FY 2021 at FY 2022 exchange rates as per the table below.

	FY 2021 £m unaudited	FY 2022 £m	Change %	FX impact £m	CC %
Sports revenue	3,774	4,788	+27%	171	3,945
Gaming revenue	2,262	2,906	+28%	105	2,367
Total revenue	6,036	7,693	+27%	275	6,311
Cost of sales	(2,262)	(3,164)	+40%	(112)	(2,374)
Cost of sales as a % of net revenue	37.5%	41.1%	+370bps		37.6%
Gross profit	3,774	4,529	+20%	164	3,938
Sales and marketing	(1,508)	(1,853)	+23%	(104)	(1,612)
Contribution	2,266	2,676	+18%	59	2,326
Other operating costs	(1,164)	(1,524)	+31%	(51)	(1,215)
Corporate costs	(101)	(107)	+7%	(1)	(101)
Adjusted EBITDA	1,001	1,045	+4%	8	1,009
Adjusted EBITDA margin	16.6%	13.6%	-300bps		16.0%
Depreciation and amortisation	(255)	(370)	+45%	(13)	(268)
Adjusted operating profit/(loss)	746	675	-9%	(5)	741

Revenue by division

	UK & Ireland £m	Australia £m	International £m	US £m
2021	2,063	1,294	1,288	1,391
2022	2,144	1,263	1,683	2,604
Change %	+4%	-2%	+31%	+87%
CC %	+4%	-6%	+24%	+67%

Adjusted EBITDA by division

	UK & Ireland £m	Australia £m	International £m	US £m
2021	616	437	292	(243)
2022	654	390	358	(250)
Change %	+6%	-11%	+22%	+3%
CC %	+6%	-13%	+16%	-6%

Flutter Entertainment plc 90

Appendix 4: Reconciliation of Adjusted cash flow to reported statutory cash flow

In the operating and financial review the cash flow has been presented on a net cash basis. The difference between the net cash basis and the reported cash flow is the inclusion of borrowings, debt related derivatives and cash and cash equivalents - available forcorporate use but excluding cash and cash equivalents - customer balances to determine a net cash position.

	Adjusted cash flow £m unaudited	Debt and customer balances adjustments £m	Statutory cash flow £m
	2022	2021	2022
Adjusted EBITDA ¹	1,045	1,001
Capex ²	(403)	(308)
Working capital ³	222	119
Corporation tax	(163)	(138)
Lease liabilities paid	(72)	(48)
Adjusted free cash flow	628	625	—
Cash flow from separately disclosed items ⁴	(118)	(61)
Free cash flow	510	563	—
Interest cost ⁵	(136)	(140)
Other borrowing costs ⁵	(75)	(57)
Settlement of swaps		(68)
Amounts paid in respect of Kentucky settlement		(234)
Purchase of shares by the EBT	(3)	(181)
Acquisitions and disposals ⁶	(2,289)	73
Cash acquired in business combinations ⁶	105	4	304
Other ⁷	(1)	(13)
Movement in cash and cash equivalents - customer balances			311
Net amounts repaid on borrowings ⁸			1,706
Net (decrease)/increase in cash	(1,889)	(53)	2,321
Net (debt)/cash at start of year ⁹	(2,647)	(2,814)	4,276
Foreign currency exchange translation	(260)	(5)	290
Change in fair value of hedging derivatives	152	225	(152)
Net (debt)/cash as at 31 December ⁹	(4,644)	(2,647)	6,735

Adjusted EBITDA includes the following line items in the statutory cash flow: Profit for the period, separately disclosed items, tax expense, financial income, financial expense and depreciation and amortisation.
Capex includes purchase of property, plant and equipment, purchase of intangible assets, capitalised internal development expenditure, lease incentive received and payment of contingent deferred consideration.
Working capital includes (increase)/decrease in trade and other receivables, increase in trade, other payables and provisions, employee equity-settled share- based payments expense before separately disclosed items and investments and foreign currency exchange loss/(gain).
Cash flow from separately disclosed items relates to transaction fees, along with restructuring and integration costs.
Interest and other borrowing costs includes interest paid, interest received and fees in respect of borrowing facilities.
The combination of acquisition and disposals of (£2,289m) and cash acquired in business combinations (£409m) reconciles to the statutory cash flow amounts for purchase of businesses net of cash acquired (£1,675m) and acquisition of further interest in subsidiary (£204m).
Other includes proceeds from the disposal of assets, proceeds from the issue of shares on exercise of employee options, dividends paid to non-controlling interest, lease interest paid and other.
Net amounts repaid on borrowings includes principle repayments on USD First Lien Term Loan B and additional draw downs and repayments on the GBP Revolving Credit Facilities.
Net (debt)/cash comprises principal outstanding balance of borrowings, accrued interest on those borrowings, derivatives held for hedging debt instruments, cash and cash equivalents - available for corporate use and cash and cash equivalents - customer balances.

Strategic report

Annual Report & Accounts 2022

Flutter Entertainment plc 91

Understanding and managing our principal risks

Risks

At Flutter, we are proud to be the global leader in betting and gaming. We believe that proactive identification, assessment and management of the risks and uncertainties facing our business and industry is an integral part of how we can grow a sustainable and resilient business. Risk is engrained in our cultureand informs decisions that help drive the delivery ofourstrategic objectives.

Our risk management community deliver insights, cutting through complexities and crystallising potential consequences and providing a clear and comprehensive approach and practice for our people as we go about our daily responsibilities.
Our governance structures offer continuous review and challenge of our strategy and decisions.
Our processes empower people to make informed decisions that fuel growth and drive commercial success, constantly scanning the horizon for challenges that we might face.
Our communities of practice leverage our scale to enhance practices and standards globally positioning our diverse business for success.

Risk management programme

We have made significant strides towards the delivery of our three-year global risk strategy, further embedding and building upon the enhanced risk processes, capabilities and governance structures across the Group to ensure efficient reporting and accountability for risks. We have dedicated risk management teams across the Group helping to shape and influence decisions. Flutter’s risk management framework, embedded across the Group, ensures an aligned approach of identification, management and reporting of risks as well as a structured and consistent approach to threats and opportunities throughout all of our operations. Our risk management programme is reinforced by integrated processes which harness the collective risk insights and information of the Group. The continued maturity of our risk structures has enabled us to integrate our bottom-up and top-down risk perspectives, ensuring transparency of threats, opportunities, and controls in the context of individually and collectively held strategic objectives.

Business resilience

Protecting our reputation, customers, colleagues, and assets are core to Flutter’s aim of sustainable growth and success. Global events continue to reinforce the need for organisations to have strong robust crisis capabilities, and during 2022 we tackled four workstreams as part of a broader crisis preparedness programme. We perform periodic crisis simulations with our executives and senior management from across the Group, supplemented by Board representation, using a tailored set of evolving scenarios. Our crisis preparedness programme builds upon existing crisis and business continuity capabilities, structures, plans and toolkits, which already make a strong contribution to the resilience of our organisation.

The Task Force on Climate-related Financial Disclosures (“TCFD”)

We recognise that climate change poses a number of physical (e.g. extreme weather events affecting sporting events) and transition-related (e.g. stakeholder perception) risks and opportunities for our business. As part of our commitment to operate ethically and sustainably, we take a risk-based collaborative and strategic approach to climate change. We continue to align internal processes with the recommendations of the TCFD. In 2022, we conducted a climate change risk assessment as part of our programme of work in reducing our environmental impact. We are using the outcome of the assessment to deploy actions to embed climate risk into our risk management processes, with integrated briefings, assessments and targeted workshops planned for 2023.# Risk Management

More in-depth information on our progress and plans can be found on page 69.

92 Flutter Entertainment plc Annual Report & Accounts 2022

Looking ahead to 2023, some of the key areas of focus for risk management include the following:

GRC technology

Finalise the development of our integrated governance, risk and compliance (“GRC”) platform which will automate routine compliance, risk and governance processes and workflows to enable more efficient and effective reporting and collaboration.

Policy governance

As part of our commitment to transparency in 2022, we commenced the review of our policies to bring about an aligned and consistent approach to how we develop, approve and maintain policies, and enhance policy lifecycle management. In 2023, we expect to complete this work.

Key priorities for 2023

Given the dynamic nature of risk and the agility of our business, our enhanced framework operates as a business process at all levels of Flutter. Integration with strategy and performance, in addition to ongoing risk management processes, will ensure robust and effective risk management to support in maximising the performance of our brands, our divisions and the Group as a whole.

See page 95.

Aligned Assurance

We consider Aligned Assurance as the coordination and alignment of governance, risk and assurance activities to maximise operating efficiency and better coordinate efforts, reporting and management of risk in accordance with Flutter’s risk appetite. Our 2022 strategic roadmap goals, a key cornerstone towards the initial development and implementation of our aligned assurance journey, were accomplished, including the deployment of a framework, governance forum, assurance mapping, aligned lexicon/taxonomy and shared data.

Horizon scanning

We enhanced our robust process collating emerging risk perspectives, informed by divisions, relevant corporate subject matter experts and leadership, to provide a Group-wide view. In 2022, we deployed a series of workshops across our risk categories to provide a deeper exploration of our emerging risks and opportunities and come to a consensus on our response. We define an emerging risk as a potentially significant threat with an uncertain impact restricting our ability to confidently define a strategy and build capabilities to significantly influence the materiality of the risk. Examples include accelerated digitalisation and technological advances, and evolving skills requirements and shortages.

Risk culture and our people

Our people are at the heart of what we do. We believe a positive risk culture enables our people at every level to incorporate risk management as an intrinsic part of their day-to-day activities. A key priority of our risk strategy is to create a culture of effective risk management that powers growth. We do this by:

Capturing and sharing a compelling narrative for risk across the Group.
Delivering targeted education on risk to key populations.
Collaboration across the Group on good practices and external insight.

Risk management processes 2022 highlights

Current material risks	Time horizon
Political, Socio-Economic & Environmental	Strategic
Technology	report
Commercial & Strategic	Annual Report
Regulatory, Tax & Legal	& Accounts 2022

Risk Management
Assess	Mitigate	Monitor and report	Continuous review	Identify

93 Flutter Entertainment plc Annual Report & Accounts 2022

Risks continued

Risk governance structure

Our risk governance within the Group enables agile decision making, easy escalation of material matters, transparent reporting and drives a positive and proactive risk culture amongst our people. We deploy the Three Lines Model to support the Board in its responsibilities for risk management. Clarity of ownership and responsibility is pervasive throughout the Group, supported by our robust governance structure.

Board

The Board has overall responsibility for overseeing the Group’s internal control and risk management processes, ensuring appropriate and robust systems of internal control and risk management are in place to identify, manage and mitigate the risks to the overall viability of the Group. The Board is also responsible for leading and directing the Group’s culture, value and purpose.

Other Committees

Committees include: The Nomination Committee, The Remuneration Committee, Workforce Engagement Committee and the Market Disclosure Committee. Each Committee Chair formally reports to the Board following their meetings and makes any recommendations to the Board in line with their Terms of Reference. Refer to the Governance section on page 102 for further information.

First line

Executive management through to our operational teams in our divisions with responsibility for:

risk ownership: know their businesses, know their processes and hence know their risks;
decision making driven by risk/ reward trade-offs;
establishing and developing the divisional risk and control environment;
managing risk events and decisions within appetite; and
identifying and quantifying risks.

Executive Committee

Day-to-day management of the business and operations. Execution of the strategy is delegated to the Chief Executive Officer and the Executive Committee.

Divisional Risk Committees

Chaired by the local Chief Risk Officer, or equivalent, the main objectives of these Committees are to ensure proper alignment of risk management with the strategy, performance and sustainability of each division.

Executive Risk Committee

Chaired by the Chief Legal Officer and Group Commercial Director, this Committee has the responsibility for identifying, assessing, monitoring and challenging material risks and taking advantage of opportunities for the Group.

Risk and Sustainability Committee

Responsibility for ensuring our first and second line functions are performing their roles in managing risk across the divisions and the Group. In addition, it is responsible for overseeing the Group sustainability strategy (including considering climate change), the Group’s reputation, and monitoring and providing challenge on the principal and emerging risks facing the Group.

Second line

Advisory and oversight functions with responsibility for:

oversight on reporting risk, control quality and emerging risks;
providing guidance and subject matter expertise to first line in relation to risk management practices; and
maintaining of divisional policy and internal control framework.

Our Group functions including Group Legal & Commercial, Group Technology, Group Finance and Group People reinforce and complement the divisional second lines, and provide further advisory, assurance and oversight capabilities.

Audit Committee

Responsibility for ensuring the integrity of the Group’s financial reporting and internal control and risk management systems, as well as reviewing the work of the Internal Audit function and considering the reports presented by the external auditor. On an annual basis, the Audit Committee performs an effectiveness review of the risk management programme.

Third line

Group Internal Audit team with responsibility for:

providing independent challenge and assurance that risks are appropriately managed;
systematic evaluation and monitoring of controls including internal control framework and operational effectiveness of controls; and
identifying efficiencies and process improvement opportunities.

94 Flutter Entertainment plc Annual Report & Accounts 2022

Risk culture

Risk governance

2. Assess

Risk Management Framework

3. Mitigate

4. Monitor and report

5. Continuous review

1. Identify

Our robust methodology identifies material and emerging risks across the divisions and wider Group.

1 Identify risks

Management is responsible for monitoring controls and progress of actions to manage principal risks and is supported through the Group’s assurance and audit programmes which evaluate the design and effectiveness of controls.

4 Monitor and reassess risk considering mitigation and report

Analyse risks and controls and evaluate the commercial, strategic, regulatory and other impacts, as well as the likelihood of occurrence.

2 Assess and quantify risks

The risk management process is continuous and evolving; principal and emerging risks are reported to both the Board Risk and Sustainability and Audit Committees, and more regularly through the Executive and Divisional Risk Committees.

5 Continuous review

Risk owners assess effectiveness and adequacy of controls. If additional mitigation is required, these are identified, and action plans detailed with responsibilities assigned.

3 Develop action plans to manage and mitigate risk

Strategic report

Annual Report & Accounts 2022 Flutter Entertainment plc 95

Identifying our principal risks

The principal risks and uncertainties which are considered to have a material impact on the Group’s future performance, sustainability and strategic objectives are set out on the following pages. These were identified through risk assessments across the Group and each of the divisions at a point in time and will continue to be monitored. Both external and internal risk factors in the current and medium-term time periods have been considered. This process also complements our Group horizon scan, as detailed on page 93.

This is not an exhaustive and extensive analysis of all risks which may affect the Group. Additional risks and uncertainties currently deemed to be less material, or not presently known to management, may also have an effect on the performance and strategic objectives of the Group.
- Impact: Impact on the business if the risk materialises.
- Likelihood: Likelihood of occurrence of the risk in the next three years after taking into account mitigation activities by the business.# Principal Risk / Uncertainty, Why We Need To Manage This, How We Manage And Mitigate The Risk, Residual Impact / Likelihood

Changing legal and regulatory landscape

Risk category: • External dynamics
Future trend: • Stable
Risk owner: • CLO

The complex and constantly changing regulatory environments in which we operate, in terms of multiple jurisdictions, tax regimes and licensing obligations, can make it commercially challenging for us to operate, or impact our ability to grow at pace.

We have dedicated internal and external Legal, Regulatory, Compliance and Tax teams covering all regions with responsibility for working with, and advising management on any upcoming regulatory changes, to set appropriate policies, processes and controls to adapt and ensure compliance.
Our regulatory profile continues to improve with an increased proportion of revenues coming from regulated markets and a continuous focus on reducing exposure to higher risk jurisdictions.
For material markets, we engage external counsel to complement our in-house ongoing monitoring activity and to guide and support strategic decision making and planning associated with these markets.
We invest continuously in the flexibility of our in-house technology which is key for entering or remaining in markets, and allowing for adaptability and flexibility of our products as market conditions change.
Flutter and its divisions have dedicated Corporate Affairs teams and hold memberships with associations and industry groups working with regulators and governments to drive proportionate, transparent and reasonable regulation and taxation in the industry.

Impact: High
Likelihood: Medium

We recognise the area of climate change is evolving quickly and it is currently monitored both in relation to our principal risks, for example legal & regulatory and third parties & key suppliers, and our emerging risks. Climate change will continue to be a focus of risk assessments and workshops in 2023.

US growth execution and competition

Risk category: • Strategy
Future trend: • Stable
Risk owner: • CEO(s)

The successful execution of the growth strategy for the US business across its brands and partnerships is critical to our long-term ambitions.

We continue to establish and maintain strong commercial relationships with our market access partners and strategic media partners to secure access to new markets and maintain growth.
We invest in people, product and brands to acquire further market share and to maintain the agility, scalability and leading market positions.
We continue to develop our in-house technology stack, including our proprietary global betting platform for the provision of sports betting, to continuously improve our offering and meet evolving stakeholder needs.
We have dedicated external advisers, internal expertise and resources to support with the monitoring and assessment of the US competitive landscape to take appropriate actions.
Our dedicated US Legal, Risk and Compliance teams work closely with the business teams to monitor ongoing compliance across multiple jurisdictions to continuously improve our processes and controls to ensure compliance with our federal and state obligations.

Impact: High
Likelihood: Medium

Cyber resilience

Risk category: • Cyber and business resilience
Future trend: • Stable
Risk owner: • CIO

We are dependent on technology to support our products, business activities and customer operations. Cyber maturity and capabilities across our expanding Group vary and may increase the number of potential attack vectors or internal threats, which could lead to financial loss, data breaches, regulatory action and reputational damage.

We invest significantly in cyber security resources, capabilities and technologies, and work with a variety of external security specialists to ensure security arrangements and systems are appropriate for our evolving threat and continue to follow leading practice.
The Group Chief Information Security Officer works with the Group and divisional information security teams to devise and advance our strategy for cyber security, enhance our control assurance capabilities and governance.
The Flutter cyber security team owns and reports on the Group-wide cyber policy detailing our key cyber topics and control standards, with periodic review and approval, in addition to internal and external annual assessment of security maturity.
Flutter cyber assurance reviews provide ongoing assessment of security controls implemented to protect against key risk topics.
We have defined and rehearsed cross divisional cyber incident management processes to mitigate the impact of Group-wide major cyber incidents.

Impact: High
Likelihood: Medium

Third parties and key suppliers

Risk category: • Strategy
Future trend: • Stable
Risk owner: • CEO(s)

Across our divisions and Group, we place reliance upon certain critical suppliers and key third parties in technology, sports associations, marketing, sports content and media which are fundamental to our business and product offerings. The effective management of critical third party relationships, performance and regulatory expectations is key to our strategic objectives.

Strategic and critical suppliers are subject to regular business and quality reviews to ensure ongoing relationship and performance management.
The Group Procurement and Third Party Assurance functions maintain a Risk Heatmap to monitor strategic and critical suppliers and ensure continuity of critical services.
As part of our procurement processes, we employ dedicated resources supplemented by subject matter expertise within risk, compliance, legal and technology assurance to protect and enhance value, demonstrate our high standards of corporate integrity, and reinforce organisational resilience.
Where possible, we limit reliance on a single supplier to reduce potential single point of failure.

Impact: High
Likelihood: Medium

Leadership and talent pipeline

Risk category: • People
Future trend: • Stable
Risk owner: • CPO(s)

To ensure that those in our most critical roles are developed to their full potential, and succession is being built. To ensure we become the natural home for the world’s best talent in the skills we deem most critical.

A common talent framework to develop top senior talent which enables targeted development of individuals and effective succession planning.
We proactively manage executive plans, succession and search, securing candidates with the capability and calibre to lead Flutter as it continues to grow and transform.
As a global company, we need to leverage our diverse talent to win in our local markets, and ensure colleagues bring their whole selves to work.
We provide opportunities for high potential diverse talent to develop and flourish, including through a Board Apprenticeship scheme or co-leading on one of our four Global Advocacy Programmes

Impact: High
Likelihood: Medium

International technology transformation

Risk category: • Technology
Future trend: • Decreasing
Risk owner: • CEO(s)

Challenges to transform, expand and scale our capabilities, given reliance on legacy technologies and variances across entities, which may lead to lower than desired resilience, reliability and product agility.

Fullly restructured CTO leadership team; key new roles have been introduced in the International Technology function, through recruiting externally and leveraging internal talent from other brands and divisions.
Full review of the International division’s technology risk profile with clear plans and structures in place to improve, using a risk-based approach.
Our revised technology strategy has been defined to support significant market growth and expansion.
We continue to invest in resources, software and hardware to address themed strategic initiatives, which address stability, process, people and technology.
Focused support from external advisers, strategic partners and experts to support with technology transformation delivery.

Impact: High
Likelihood: Medium

Compliance with existing legal and regulatory landscape

Risk category: • Legal
Future trend: • Stable
Risk owner: • CLO

The interpretation and ongoing compliance with complex and multiple regulatory and legislative requirements applicable to the Group’s activities in the markets in which it operates underpins the sustainability and reputation of our business.

For the jurisdictions in which we hold a licence, dedicated Divisional Compliance teams work closely with the business teams to monitor ongoing compliance and continuously enhance our processes and controls to ensure compliance with regulatory frameworks and licence requirements.
We have a number of Group-led overarching policies and compliance programmes to govern processes across divisions and thereby ensure compliance with applicable laws and regulations.
Detailed policy and procedures across each division ensure local regulatory requirements are documented, monitored and reviewed periodically.
Annual compliance training is mandatory for all staff, as well as regular, targeted training and awareness sessions.

Impact: High
Likelihood: Medium# Flutter Entertainment plc Annual Report & Accounts 2022

Divisional and Group management provide periodic legal and regulatory updates through established governance forums at both divisional and Group level Committees.
Impact: Likelihood: Impact: Impact on the business if the risk materialises. Likelihood: Likelihood of occurrence of the risk in the next three years after taking into account mitigation activities by the business.
High Medium Low

Key: Links to strategy: Invest to win in the US Grow our gold medalpositions incoremarkets Build on our network and invest for leadership positionsacrossinternational markets Future spaces and new customers

Risks continued

Identifying our principal risks continued

98 Flutter Entertainment plc Annual Report & Accounts 2022

Principal risk/ uncertainty	Why we need tomanage this	How we manage and mitigate the risk	Residual impact/ likelihood
Technology resilience

Links to strategy:
Risk category: • Technology
Future trend: • Decreasing
Risk owner: • CIO

We have a critical dependency on our in- house technology, and on certain material third parties, to maintain the stability and availability of our customer-facing products, as well as the ability to recover in a timely manner from severe disruption with minimal impact on our customers andproducts.

We invest in our proprietary technology and resources to improve IT resilience, eliminate single points of failure and drive better performance.
We have established a standard scale to better compare the IT disaster recovery resilience levels in each division and ensure adequate improvement plans are developed and tracked to mitigate any material risks.
We have dedicated resources to develop, enhance and test our disaster recovery capability for our key products across all our brands of the Group.
Key global metrics on critical systems and platforms which are regularly monitored and reported on identify any potential emerging issues on our brands or customer-facing technologies.
We have a defined formal incident management process in place for identifying, escalating and resolving issues and a post-incident process to ensure we continuously improve our proprietary technology stack and incident response processes.

Impact: Likelihood:

| Safer gambling/performance against Play Well strategy | | | |
| :--- | :---the cash impact of principal risk(s) materialising over the viability assessment period
A) Changes to legal and regulatory landscape
B) US growth execution and competition
A) Cyber resilience
B) Existing compliance with legal and regulatory landscape
C) Technology resilience
Principal risks

Annual Report & Accounts 2022 Flutter Entertainment plc 101

Strategic report

Governance

When considering our approach to corporate governance, we continue to be guided by the FRC’s UK Corporate Governance Code (the “Code”) and understand that good corporate governance depends crucially on the way we apply the spirit of the Principles of the Code which contributes to the long-term sustainable success of the Group. For the year ending 31 December 2022, we have applied all the Principles in the Code and complied with all provisions other than Provision 38, an explanation for which is set out on page 189. In order for our shareholders to evaluate how the Principles have been applied, our approach to compliance with the Code has been summarised in the following section entitled "UK Corporate Governance Code Principles". Further, a summary of Flutter’s governance framework and arrangements is set out in the Corporate Governance Statement on pages 116 to 132.

Introduction to governance

Corporate governance

As our business continues to grow and develop internationally, our governance will be increasingly scrutinised. Good corporate governance ensures our business is managed effectively for the benefit of all our stakeholders. Our governance framework provides clear lines of accountability and responsibility. It also supports the appropriate sharing of information, ensures oversight on strategic matters and facilitates an effective and transparent decision-making process.

The Board has a formal schedule of matters reserved for its approval. These include decisions on the Group’s strategy, key executive appointments, capital structure, financing, major acquisitions or disposals, the risk appetite, capital expenditure above the delegated authority limits and key executive appointments. The matters reserved for the Board are reviewed annually and available on: www.flutter.com/about-us/ corporate-governance.

Our governance framework and arrangements support our strategy and decision making by:
* Ensuring clear lines of accountability and responsibility
* Supporting the appropriate sharing of information to inform the correct decision makers in a transparent process
* Establishing engagement programmes with key stakeholders
* Maintaining a sound system of risk oversight and robust internal controls
* Providing independent insight and knowledge from Non-Executive Directors
* Facilitating monitoring of business performance
* Ensuring appropriate oversight of strategic matters
* Read a summary of matters reserved for the Board on page 126
* Read more on our governance framework on page 120

102 Annual Report & Accounts 2022 Flutter Entertainment plc 103

Governance

1 Board Leadership and Company purpose

We have an effective and widely experienced Board which is responsible for leading the strategic direction of the business to promote long-term sustainable success, generating value for shareholders and contributing to wider society. See pages 108 to 111, which shows our Directors’ biographies and skills matrix and page 130 that sets out our Board evaluation process and outcomes, which helps us monitor culture and make adjustments to ensure that our Board remains effective and impactful.

Our Workforce Engagement Committee and its listening group sessions provide the Board a mechanism to engage with our colleagues, to listen to their views and concerns and foster a meaningful engagement between the Board and its workforce. This also helps the Board monitor culture and workplace practices, and whether each of these continues to be aligned with our purpose, values and strategy. See more information on our Workforce Engagement Committee on pages 137 to 141.

We also has in place a whistleblowing policy which allows the workforce to raise any matters of concern.

At Board meetings, the Directors receive detailed business updates which allow them to ensure the necessary resources are in place to meet our objectives with tracking against financial and non-financial performance targets. See more about Board activities during 2022 on page 116.

The Board has in place an Audit Committee which oversees our framework of prudent and effective controls and enables risk to be assessed and managed. See more information on the Audit Committee on pages 142 to 149.

Effective shareholder and more broadly stakeholder engagement helps us better understand the impact of our decisions on all our stakeholders as well as their needs and concerns. See our stakeholder engagement sections on pages 38 to 43 and 122 to 123 for further information on how we engage effectively with and encourage participation from our stakeholders.

2 Division of responsibilities

The roles of our Chair and Chief Executive Officer are separate and clearly defined which creates a clear division of responsibilities between the leadership of the Board and the executive leadership of our business. See our division of responsibilities section on pages 124 to 125.

The Board operates effectively with an appropriate balance of independent Non-Executive Directors such that no one individual or small group of individuals dominates the Board’s decision making. More information on Non-Executive Directors’ independence can be found on page 126.

Our annual Board evaluation explained on page 130 and Senior Independent review of the Chair’s performance illustrates that our Chair continues to demonstrate objective judgement, promotes a culture of openness and debate with the effective contribution of all Non-Executive Directors and no Director dominating the decision-making process. The Board evaluation also shows that the Non-Executive Directors provide constructive challenge, strategic guidance, offer specialist advice and hold management to account.

We have in place a number of procedures to ensure Non-Executive Directors have sufficient time capacity to meet their Board responsibilities. The Board challenges itself to continue to ensure its contribution as related to its remit and obligations. This includes a review and approval by the Board of any additional external directorship appointments. A recent enhancement to our governance practices includes implementing consent agendas to ensure sufficient time is focused on key matters for Board discussion. See page 121 for more information.

The role of the Company Secretary is set out on page 125 which details how they support the Board in ensuring that it has the necessary policies, processes, information, time and resources it needs in order to function effectively and efficiently.

3 Board composition, succession and evaluation

We have formal, rigorous and transparent processes when considering appointments to the Board and our Board appointment process seeks to ensure that we have an appropriate balance of skills, experience and broad diversity. See pages 133 to 136 for more information.

We undertake an annual evaluation of the Board’s performance, details of which can be found on page 130, and continuously review appropriate Board succession plans are in place, which are discussed further on page 136. Our Nomination Committee supports the Board in overseeing the recruitment and selection of Board and senior management positions and the annual Board evaluation process, and makes recommendations to the Board on the composition of the Board and its Committees.

Read more about our Nomination Committee on pages 133 to 136

4 Audit, risk and internal controls

Our Audit Committee has oversight of our internal controls and the independence and effectiveness of internal and external audit functions which all safeguard the integrity of the financial statements and maintain effective systems of internal controls.

Read more about our Audit Committee on pages 142 to 149

Our Risk and Sustainability Committee has established procedures to manage risk and make sure that our risk and control environment is appropriately managed to protect our reputation, achieve our long-term strategic objectives and address ESG including climate, safer gambling, betting integrity and anti-money laundering. It sets the nature and extent of the principal risks the Company is willing to take in order to achieve its long-term strategic objectives.

Read more about our Risk and Sustainability Committee on pages 150 to 153

5 Remuneration

Our Remuneration Committee ensures our remuneration arrangements are designed to support the strategy and promote long-term sustainable success by appropriately incentivising the relevant performance. We have developed a formal and transparent procedure for developing policy on executive remuneration and determining Director and senior management remuneration. Directors exercise independent judgement and discretion when authorising remuneration outcomes and no Director is involved in deciding their own remuneration outcome.

Read more about our Remuneration Committee on pages 154 to 181

UK Corporate Governance Code Principles 104

Flutter Entertainment plc Annual Report & Accounts 2022

Governance continued

Our approach to governance

We are committed to the highest standards of corporate governance and regularly review our governance structures and arrangements to be sure that they meet best practice requirements. The Board has responsibility for the leadership, strategic direction, risk appetite and long-term success of the Group. The Board is also responsible for the stewardship of the Group, establishing the Group’s purpose, values and strategy and satisfying itself that these are aligned to the culture of the organisation.

The Board continually assesses its approach to corporate governance.# Governance

As part of its decision-making process, due regard is given to the interests of all of the Group’s stakeholders with the goal of achieving long-term sustainable success for the business. The Board, its Committees and management, working together, and using our governance principles, provide a clear and robust framework within which decisions are made. The primary (premium) listing of Flutter Entertainment plc is on the London Stock Exchange, with a secondary listing on Euronext Dublin. For this reason, Flutter Entertainment plc is not subject to the same ongoing listing requirements as would apply to an Irish company with a primary listing on Euronext Dublin, including the requirement that certain transactions require the approval of shareholders. For further information, shareholders should consult their financial adviser. Despite our secondary listing on Euronext Dublin, the Company voluntarily adopts the provisions of the Irish Corporate Governance Annex (the “Irish Annex”) in addition to the requirements of the Code.

Statement of compliance for 2022

This report sets out the operations and activities undertaken by the Board and its Committees in compliance with the Code and the Irish Annex throughout 2022. On behalf of the Board, I am pleased to confirm that we have applied all the Principles, and complied with all the Provisions of the Code, except for Provision 38, an explanation for which is provided on page 189 of this Annual Report, and fully complied with the Irish Annex for the year ended 31 December 2022. As set out in further detail on page 189, we have committed to complying with Provision 38 by 1 January 2023, in line with accepted practice amongst UK investor bodies.

The UK Code is available from the Financial Reporting Council’s website, www.frc.org.uk
The Irish Annex is available from Euronext Dublin’s website, www.euronext.com

Gary McGann
Chair
1 March 2023

Compliance with the Code

Skybetting & Gaming Board site visit

Adjarabet is the market leader in online betting and gaming in the regulated Georgian and Armenian markets. Flutter acquired 51% of Adjarabet in 2019. When the Board visited Adjarabet in June, Flutter completed a buy-out of the remaining 49% of the Adjarabet business, making Flutter the 100% owner of Adjarabet. Adjarabet sits within the Group’s International division. During the site visit, the Board received presentations on Adjarabet’s performance, the local markets, regulatory environment, recent innovations and talent management. The Board learnt about the strength of the Adjarabet brand, its culture, the collegial environment in our Tbilisi office and how colleagues live the Adjarabet values "Up", "Empower" and "Amigoness". The Board also received updates on the International division from divisional Chief Executive Officer, Dan Taylor and also received updates from local senior leaders on technology and operational transformations, the regulatory environment, risk and opportunities and how recently acquired businesses were transforming the shape and prospects of the division.

Case study: Adjarabet site visit

105

Governance
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Flutter Entertainment plc Annual Report & Accounts 2022

Highlights from 2022

Board composition dashboard as of 1 March 2023

Board independence	Ethnicity	Gender
63+37+0+0+P	Ethnic minority: 1 White: 11	Male: 7 Female: 5
8+92+0+0+P

Governance continued

Understanding our business

Listening to colleagues

Governance at a glance

The Workforce Engagement Committee held in person listening groups directly with employees in the following areas: FanDuel in the US, Trading & Risk team in Dublin, Adjarabet in Georgia, UK&I division in Dublin, UK&I division in Leeds and Sportsbet in Australia.

150 Employee voices heard during six listening sessions
See further information on the listening groups on page 140

The Board visited our offices in FanDuel New York, USA; Adjarabet Tbilisi, Georgia; Sky Betting & Gaming Leeds, UK; and Sportsbet Melbourne, Australia. These site visits provide Directors an opportunity to meet with local colleagues, understand local cultures and the business and how it operates in local markets, and to gain an understanding of the unique cultures in each of our brands.

4 Board site visits during 2022
Read more about our Board site visits on page 114

Board training and development

Market Abuse Regulation refresh.
Horizon scanning and legal and regulatory landscape.
ESG and Climate reporting.
See more information on Board training and development on page 127

*Including Chair, who was independent on appointment.

iNEDs*: 9	NEDs: 1	Executive Directors: 2

Annual Report & Accounts 2022
Flutter Entertainment plc
107

Governance

Non-Executive tenure

Richard Flint: 6 years
Alfred F. Hurley, Jr*: 6 years
David Lazzarato*: 5 years
Mary Turner*: 8 months
Carolan Lennon: 1 year
Holly Keller Koeppel: 1 year
Atif Rafiq: 1 year
Nancy Cruickshank: 3 years
Nancy Dubuc: 1 year
Gary McGann: 7 years

Non-Executive Director tenure Chair tenure
* Includes tenure for The Stars Group Inc.

Governance improvements

Reviewed our Workforce Engagement Committee and employee engagement processes which resulted in the introduction of live "listening group sessions" with cross sections of employees to hear feedback directly from colleagues, see page 140.
Established a Policy Governance Forum at Group level to review Group level policies before being presented to Board and Board Committees.
Held four Safer Gambling Sub-Committee meetings to oversee the Play Well Strategy, see page 153.
Held four Cyber Security Workshops to monitor cyber risks and mitigation, see page 152.
Introduced consent agenda items to ensure sufficient time was devoted to key matters, see page 121.
Review of our Committee terms of references and updates.

Board changes

Joined
- Carolan Lennon joined the Board as an independent Non-Executive Director on 1 July 2022.
Stepped down
- Michael Cawley stepped down as an independent Non-Executive Director and Chair of the Audit Committee on 28 April 2022.
- Andrew Higginson stepped down as an independent Non-Executive Director and Senior Independent Director on 31 December 2022.
- Zillah Byng-Thorne stepped down as an independent Non-Executive Director on 31 January 2023.
Replaced
- Holly Keller Koeppel replaced Michael Cawley as Chair of the Audit Committee on 28 April 2022.
- Dave Lazzarato replaced Zillah Byng-Thorne as Chair of the Risk and Sustainability Committee on 28 April 2022.
- Alfred F. Hurley, Jr replaced Andrew Higginson as Chair of the Remuneration Committee on 1 September 2022.
- Holly Keller Koeppel replaced Andrew Higginson as the Senior Independent Director on 1 January 2023.
Paul Edgecliffe-Johnson will replace Jonathan Hill as Chief Financial Officer effective 20 March 2023. Jonathan will be appointed as Chief Operating Officer establishing a new function to support our global growth strategy and the new optimisation of the impact of technology.

UK Corporate Governance Code

We continue to be guided by the FRC’s UK Corporate Governance Code and understand that good corporate governance depends crucially on the way we apply the spirit of the Principles of the Code which contributes to the long-term sustainable success of Flutter. See page 103 which provides more information on our application of the principles and compliance with the provisions of the Code.

Jan	Feb	Apr	Jun	Jul	Aug	Nov
		Acquisition of tombola, the UK’s most recreational online bingo operator		Announcement of appointment of Carolan Lennon as a Non-Executive Director	Buy-out of remaining 49% of Adjarabet	Announcement of appointments of Chief Financial Officer and Chief Operating Officer
	2021 Preliminary Results and Annual Report.		Launch of Flutter Sustainability Strategy, our Positive Impact Plan		Approval of 2022 Interim Results announcement	Acquisition of Sisal, Italy’s leading online gaming operator

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Flutter Entertainment plc Annual Report & Accounts 2022

Summary of Director Competencies

Committee membership key:

A: Audit
N: Nomination
Re: Remuneration
Ri: Risk
W: Workforce Engagement
Committee Chair

Gary McGann (IR) Chair – Independent on appointment (age 72)

Key strengths and experience:
- Extensive board experience in both the private and public sector.
Significant number of years’ experience in senior finance, operations, market-facing and general management roles. Gary was, until September 2020, Chair of Aryzta AG, and previously a Non-Executive Director of Green Reit plc and Non-Executive Director of Smurfit Kappa Group plc having been Group Chief Executive Officer of Smurfit Kappa Group prior to this and having previously held a number of senior roles including President and Group Chief Operations Officer. Prior to this, he was Chief Executive Officer of Gilbeys of Ireland and Aer Lingus Group. Gary holds BA and MSc Management degrees and is a qualified accountant (FCCA).
Other current appointments:
- None.
Appointed to this position 1 July 2015*
N Re

Peter Jackson Chief Executive Officer (age 53)

Key strengths and experience:
- Extensive experience in leading consumer businesses with international reach within a highly regulated industry.
Technology and digital consumer sector expertise. Prior to becoming Chief Executive Officer, Peter was Chief Executive Officer of Worldpay UK, an operating division of Worldpay Group plc. He was formerly Chief Executive Officer of Travelex Group. He then joined Banco Santander as Head of Global Innovation and a Director of Santander UK Group Holdings plc. Peter’s previous experience includes senior positions at Lloyds and Halifax Bank of Scotland, as well as time at McKinsey & Company. He holds an MEng degree.
Other current appointments:
- Non-Executive Director of Deliveroo plc.
- Non-Executive Director of Betfair Group plc: April 2013 and Paddy Power Betfair plc: February 2016.

*Became a Non-Executive Director: November 2014.# Annual Report & Accounts 2022 Flutter Entertainment plc 109

Governance

Peter Jackson (UK)

Chief Executive Officer (age 47)
Appointed to this position 8 January 2018*

Prior CEO experience
FTSE100 or equivalent board experience
M&A and Integration
Qualified accountant
International experience (US, CA, AU, EU)
Consumer services/retail
Legislative and regulatory environment
Prior CFO experience
Prior Committee Chair
Cyber security/technology/digital
Gambling/gaming
Business transformation