29 April 2021
Flutter Entertainment plc (the "Company")
Results of Annual General Meeting 2021
The Company announces that the following resolutions were approved at its Annual General Meeting ("AGM") held on Thursday, 29 April 2021.
All resolutions as set out in the Notice of Meeting were duly passed on a poll. The number of votes for and against each of the resolutions put before the Meeting and the number of votes withheld were as follows:
Resolutions
Votes For1
Votes Against
Total votes
Votes Withheld2
No. of shares
%
1. Following a review of the Company's affairs, to receive and consider the Company's Financial Statements for the year ended 31 December 2020 and the reports of the Directors and External Auditor thereon
83,264,267
99.98
20,059
0.02
83,284,326
94,219
2. To receive and consider the Remuneration Committee Chair's Statement and the Annual Report on Remuneration for the year ended 31 December 2020
70,293,675
84.52
12,870,333
15.48
83,164,008
214,537
3(a). Re-election of Zillah Byng-Thorne as a Director
67,829,593
81.64
15,258,407
18.36
83,088,000
290,545
3(b). Re-election of Michael Cawley as a Director
73,195,769
88.09
9,892,231
11.91
3(c). Re-election of Nancy Cruickshank as a Director
78,310,831
94.05
4,954,333
5.95
83,265,164
113,381
3(d). Re-election of Richard Flint as a Director
77,594,305
93.17
5,686,760
6.83
83,281,065
97,480
3(e). Re-election of Andrew Higginson
75,725,926
90.95
7,539,248
9.05
83,265,174
113,371
3(f). Re-election of Jonathan Hill as a Director
83,225,305
99.93
57,924
0.07
83,283,229
95,316
3(g). Re-election of Alfred F. Hurley Jr. as a Director
82,827,590
99.48
435,308
0.52
83,262,898
115,647
3(h). Re-election of Peter Jackson as a Director
83,094,159
99.77
190,650
0.23
83,284,809
93,736
3(i) Re-election of David Lazzarato as a Director
79,246,274
95.15
4,035,013
4.85
83,281,287
97,258
3(j). Re-election of Gary McGann as a Director
78,631,539
94.41
4,653,366
5.59
83,284,905
93,640
3(k). Re-election of Mary Turner as a Director
82,995,988
99.68
269,176
0.32
4. Authority to the Directors to set the remuneration of the External Auditor
81,457,498
97.81
1,827,407
2.19
5. Authority to call extraordinary general meetings on 14 clear days' notice*
78,021,845
93.68
5,262,594
6.32
83,284,439
94,106
6.Authority to allot shares4
58,154,654
69.83
25,129,206
30.17
83,283,860
94,685
7A. Dis-application of pre-emption rights*
79,220,763
95.30
3,907,973
4.7
83,128,736
249,809
7B. Dis-application of pre-emption rights in connection with an acquisition or specified capital investment*
79,024,804
95.06
4,105,312
4.94
83,130,116
248,429
8. Authority to purchase own shares*
82,567,409
99.15
707,347
0.85
83,274,756
103,789
9. Authority to reissue Treasury Shares*
83,241,193
99.96
33,659
0.04
83,274,852
103,693
10. Capitalisation of amounts standing to the credit of the Company's merger reserve account
83,253,243
31,186
83,284,429
94,116
11. Approval of reduction in the company capital of the Company*
83,252,804
99.99
3,540
0.01
83,256,344
95,275
* Denotes Special Resolutions
NOTES:
1 Votes "For" and "Against" are expressed as a percentage of votes received. The "For" votes include those giving the Chair discretion.
2 A vote "Withheld" is not a vote in law and is not counted in the calculation of the votes "For" or "Against" the resolution.
3 The total number of ordinary shares in issue, excluding Treasury Shares, on Thursday, 29 April 2021 was 175,229,694.
4 The Board notes that, although Resolution 6 was passed with the necessary majority, 30.17% of votes received were against. Resolution 6 was proposed in accordance with routine practice for listed companies, and as mentioned in our Notice of AGM, the authority sought by the Company was in line with the guidance issued by the Investment Association's Share Capital Management Guidelines. The Board considers the flexibility afforded by this authority to be in the best interests of the Company and shareholders. In order to further understand the reasons behind this result, the Board will continue to consult and engage with major shareholders and will analyse the votes against. In accordance with the provisions of the 2018 UK Corporate Governance Code, the Company will provide an update on the views received from shareholders and actions taken no later than six months after the AGM.
5 The total number of votes cast (i.e. For, Against and Withheld) was 83,378,545 ordinary shares representing a 47.58% turnout.
The full text of the resolutions can be found in the Notice of AGM, which is available for inspection at the UK's National Storage Mechanism https://data.fca.org.uk/#/nsm/nationalstoragemechanism, and at Euronext Dublin (see below) and on the Company's website at www.flutter.com/investors/shareholder-centre/agm.
A copy of the resolutions passed under special business (as defined by the listing rules of the UK Listing Authority) will shortly be submitted to the UK's National Storage Mechanism for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism and forwarded to Euronext Dublin and available for inspection at:
Company Announcements Office
Euronext Dublin
28 Anglesea Street
Dublin 2
Ireland
Edward Traynor
Company Secretary
Flutter Entertainment plc
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