Flutter Entertainment : 2024 Annual Report (flutter ar composite web ao)

Published: 2025-04-24 16:57:05 ET FLUT

2024

Annual Report

At a Glance

Changing the Game

Flutter Entertainment plc ("Flutter") is the parent company of some of the world's biggest and most popular online sports betting and iGaming brands, including FanDuel, Sky Betting & Gaming, Sportsbet, PokerStars, Paddy Power, Sisal, tombola, Betfair, Junglee Games, Adjarabet and MaxBet.

We are the global leader in online sports betting and iGaming, with an unparalleled portfolio of world-class brands, unmatched scale and challenger mindset. Harnessing the product, technology, expertise and scale benefits of the Flutter Edge, we are empowering local hero brands with the benefits of a global leader. Together, we are changing the game.

Our strategy is designed to:

Win in the US by solidifying FanDuel's #1 market position and transforming our earnings profile through operating leverage

Win in the Rest of World by consolidating our gold medal positions in international markets, growing local hero brands through organic investment and M&A, and enhancing earnings through diversification and efficiencies

Develop a Sustainable business through our Positive Impact Plan, ensuring our customers Play Well, our colleagues Work Better, that we Do More for our communities and Go Zero, our plan to reach net zero on greenhouse gas emissions by 2035

< US: 41%

< UKI: 26%

Global

< International: 23%

footprint*

< Australia: 10%

* Based on our revenue for the year ended December 31, 2024.

Flutter Entertainment plc Annual Report and Accounts 2024

Our divisions

Our US division consists of our FanDuel brand. We offer a diverse set of sports betting, iGaming, daily fantasy sports, racing wagering and TV broadcasting products to customers in the US and Canada. FanDuel, which is Flutter's largest brand, is the US market's leading online sportsbook and iGaming operator, with gross gaming revenue and market share of 25% and 44%1 respectively as at December 31, 2024. It is well positioned to continue to take advantage of the rapidly expanding opportunity in the US as more US states regulate for our products.

$5.8bn

3.8m

revenue

average monthly players

Australia

In Australia, we offer online sports betting products through our market leading Sportsbet brand. We offer a wide range of betting products and experiences across local and global horse racing, sports, entertainment and major events.

$1.4bn

1.2m

revenue

average monthly players

UKI

In the UK and Ireland (UKI), we offer sports betting, exchange, casino, bingo and poker products through our Sky Betting & Gaming, Paddy Power, Betfair and tombola brands. Although the brands mostly operate online, this division also includes 563 Paddy Power betting shops in the UKI.

$3.6bn

4.2m

revenue

average monthly players

International

Through our International division, we operate in countries around the world offering sports betting, casino, lottery, poker, rummy and daily fantasy sports, mainly online. Our brands include Sisal, the largest online gaming operator in Italy by revenue, PokerStars, Betfair International, Adjarabet, Junglee Games and MaxBet.

$3.3bn

4.8m

revenue

average monthly players

1. Online sportsbook and iGaming market share is the gross gaming revenue ("GGR") and net gaming revenue ("NGR") market share of our FanDuel brand for the twelve months to December 31, 2024 in the states in which FanDuel was live (excluding Tennessee as they no longer report this data), based on published gaming regulator reports in those states. iGaming market share is the GGR, market share of FanDuel for the twelve months to December 31, 2024 in the states in which FanDuel was live, based on published gaming regulator reports in those states. US iGaming GGR market share including PokerStars US (which is reported in the International segment) for the twelve months to December 31, 2024 was 26%.

Disclosures in Connection with our LSE Listing

As a company with a listing on the equity shares (international commercial companies secondary listing) segment of the London Stock Exchange ("LSE") (the "Standard Listing"), Flutter Entertainment plc is required to make certain disclosures under the UK Listing Rules (the "UKLRs") and Disclosure, Guidance and Transparency Rules (the "DTRs"). Set out below are details of where such disclosures can be found:

Corporate Governance Statement

Our Corporate Governance Statement, as required by DTR 7.2, is available on our website at: flutter.com/about-us/corporate-governance/policies-and-documents/

Board and Executive Management Diversity

The Nominating and Governance Committee considers the structure, size and composition of the Board and its committees. It advises on orderly succession planning and non-executive recruitment and makes recommendations to the Board on appointments. The Nominating and Governance Committee considers the balance of skills, experience, knowledge and diversity of background, to achieve our strategic vision and act in the interest of shareholders and other stakeholders. As at December 31, 2024, the Board has met the target contained in UKLR 14.3.30R of at least one Board member being from a minority ethnic background. Up until May 31, 2024, the Board had also met the target contained in the UKLR 14.3.30R of at least one senior Board position being held by a woman, as Holly Keller Koeppel held the position of Senior Independent Director. Following the relocation of our primary listing to the NYSE and our transition

to the Standard Listing on May 31, 2024, we no longer maintain the position of Senior Independent Director (in line with market practice in the U.S.). As a result of this, the Board did not meet the target contained in UKLR 14.3.30R of at least one senior Board position being held by a woman as at December 31, 2024. The Board had 50% female representation as at December 31, 2024. Spencer Stuart, an external search agency, was used during the Non-Executive Director recruitment process of Ms. McCarthy and Mr. Bennett. The Nominating and Governance Committee also oversee succession planning for senior executives.

The following tables set out the information required to be included in the Annual Report and Accounts 2024 under the UKLR 14.3.30R, as at December 31, 2024. The information included in the below tables, and to support the statement made above relating to the targets set, has been collected by self-disclosure directly from the individuals concerned, using a questionnaire requesting the individual to select their gender identity and ethnicity from a list of options of equal prominence.

Tenure

g< 5 yrs

g 5-10 yrs

3.4 years average tenure

Gender

Diversity

g Female g Male

50% female

Racial/

Ethnic

Diversity

g Racial/Ethnic g White/

Diversity Caucasion

10% racially/ethnically diverse

Average

Age

g 40-50 g 50-60 g 60-70+

60 average age

Flutter Entertainment plc Annual Report and Accounts 2024

For the purposes of the below tables, executive management is as defined in the UKLR, being the executive committee or most senior executive or managerial management body below the board (or where there is no such formal committee or body, the most senior level of managers reporting to the chief executive), including the company secretary but excluding administrative and support staff. For Flutter, this is the members of our Executive Committee and the Company Secretary.

Gender Identity

Number of senior

Number in

Percentage of

Number of Board

Percentage of

positions on the

Board (CEO, SID

executive

Members

the Board

and Chair)

management

Men

50%

80%

Women

50%

1**

20%

Other categories*

Not specified/prefer not to say

Ethnic Background

Number of senior

Number in

Percentage of

Number of Board

Percentage of

positions on the

Board (CEO, SID

executive

Members

the Board

and Chair)

management

White British or other White

90%

100%

(including minority-white groups)

Mixed/multiple ethnic groups

Asian/Asian British

10%

Black/African/Caribbean/Black British

Other ethnic group

Not specified/prefer not to say

Senior Managers

Senior managers are defined in legislation as including both persons responsible for planning directly or controlling the activities of the Company (or strategically part of the Company), and any other Directors of undertakings including in the consolidated accounts. For reporting purposes, as at December 31, 2024, there were 125 Group subsidiary entity Board Directors, comprising 18 female and 107 male.

Sustainability Reporting

In accordance with UKLR 14.3.24R, the Company is required to state whether it prepares climate-related financial disclosures which are consistent with the four recommendations and the 11 recommended disclosures set out in the June 2017 report of the Task Force on Climate-related Financial Disclosures ("TCFD") entitled "Recommendations of the Task Force on Climate-related

Financial Disclosures" (the "TCFD Report"). The Company will include disclosures in our "FY24 TCFD Statement" which will be consistent with the four recommendations and 10 of the 11 recommended disclosures set out in the TCFD Report. There is one recommended disclosure of the metrics used by the organisation to assess climate-related risks and opportunities in line with our strategy and risk management process to which we will only be partially aligned. The rationale for this together with a summary of steps to be taken to move from "partially" to "fully aligned" in respect of this disclosure will be contained in our "FY24 TCFD Statement".

Since last year, we have made further progress in aligning our strategy with the TCFD recommendations. This alignment reflects our commitment to enhancing transparency and effectively managing climate-related risks and opportunities.

We are in the process of developing a comprehensive set of climate-related metrics in preparation for the implementation of the EU Corporate Sustainability Reporting Directive ("CSRD"). CSRD is currently scheduled to apply to us in 2026 and we expect these metrics will enhance our ability to assess, manage, and disclose climate-related risks and opportunities in alignment with our strategy and risk management processes.

For ease of review, due to the detailed and technical content of these disclosures we consider a standalone "FY24 TCFD Statement" to be the most appropriate location for these disclosures. Our "FY24 TCFD Statement" will be published alongside our sustainability report, which includes other climate-related and environmental disclosures. Our "FY24 TCFD Statement" will be available on our website at: flutter.com/sustainability on April 24, 2025.

TCFD Recommendations

Governance

2024

Describe the board's oversight of climate-related risks and opportunities

Describe management's role in assessing and managing climate-related risks and opportunities

Strategy

Describe the climate-related risks and opportunities the organisation has identified over the short, medium,

and long term

Describe the impact of climate-related risks and opportunities on the organisation's businesses, strategy,

and financial planning

Describe the resilience of the organisations strategy, taking into consideration different climate-related

scenarios, including a 2°C or lower scenario

Risk management

Describe the organisation's processes for identifying and assessing climate-related risks

Describe the organisation's processes for managing climate-related risks

Describe how processes for identifying, assessing, and managing climate-related risks are integrated into

the organisation's overall risk management

Metrics and targets

Describe how processes for identifying, assessing, and managing climate-related risks are integrated into

the organisation's overall risk management

Disclose Scope 1, Scope 2, and, if appropriate Scope 3 greenhouse gas ("GHG") emissions, and the related risks

Describe the targets used by the organisation to manage climate-related risks and opportunities and

performance against targets

n Fully aligned n Partially aligned

Flutter Entertainment plc Annual Report and Accounts 2024

Shareholder Information

Incorporation and Stock Listing

Flutter Entertainment plc (the "Company" or "Flutter"), together with its subsidiaries (collectively referred to as the "Group"), is a global sports betting and iGaming group, with registered offices in Dublin, and operational headquarters in New York. The Company is a public limited company incorporated and domiciled under the laws of Ireland and has its primary listing on the New York Stock Exchange (the "NYSE") under the symbol FLUT and the Standard Listing on the London Stock Exchange under the symbol FLTR. As of February 28, 2025, there were 2,692 holders of record of our ordinary shares ("Shares"). This does not include the number of shareholders that hold beneficial interests in our Shares in "registered form / street name" or through "CREST Depository Interests" through banks or broker-dealers.

Internet Information

Information on Flutter's financial reports and its services is available on the internet at www.flutter.com.

Form 10-K

Our Annual Report on Form 10-K has been filed with the Securities and Exchange Commission. To request a copy of the Form 10- K, free of charge from the company, please contact Investor Relations.

Corporate Governance

Our Corporate Governance Guidelines, Code of Ethics and additional information about the Board and its committees and corporate governance at Flutter are posted on our website at www.flutter.com. Shareholders who would like to request printed copies of Flutter's Corporate Governance Guidelines, Code of Ethics or the charters of the Board's Audit, Nominating and Governance, Compensation and Human Resources or Risk and Sustainability Committee (all of which are posted to our website), may do so by sending their requests to the Company Secretary at Flutter Entertainment plc, at Belfield Office Park, Beech Hill Road, Clonskeagh, Dublin 4, Ireland.

In addition, the Company's corporate website provides shareholders with a broad range of other information including investor information such as the Annual Report and Accounts 2024, current and historic share prices, AGM materials, events and governance information.

AGM 2025

will be held at our registered office address, Belfield Office Park, Beech Hill Road, Clonskeagh, Dublin 4, Ireland on June 5, 2025.

Inquiries

Analysts, institutional investors, individual shareholders and others seeking general information should contact Investor Relations via email at [email protected].

Changes to the Board of Directors during 2024

Robert (Dob) Bennett and Christine McCarthy joined the board as Non-Executive Directors on July 30, 2024. Richard Flint and David Lazzarato did not seek re-election at the Company's AGM in 2024 and therefore ceased to be members of the Board with effect from May 1, 2024. In addition, Paul Edgecliffe-Johnson stepped down as Executive Director of the Board with effect from May 31, 2024. In accordance with the provisions of our Articles of Association, all Directors eligible for re-election retire at each AGM and offer themselves for election or re-election (as appropriate). Accordingly, all Directors will retire and, all Directors who choose to do so, will seek election or re-election (as appropriate) at the AGM to be held on June 5, 2025. The Board believes that all Directors offering themselves for election or re-election continue to be effective and demonstrate commitment to the role. The names and biographies of our current Directors can be found at flutter.com and in the Proxy Statement to be published on April 24, 2025.

Shareholders' meetings

The Company is incorporated under the Companies Act 2014 of Ireland. Under the Companies Act 2014, the Company is required to hold a general meeting of shareholders each calendar year as its Annual General Meeting ("AGM"). Any other general meeting of shareholders held in that year is classified as an Extraordinary General Meeting ("EGM"). Not more than 15 months may elapse between the date of one AGM and the next. EGMs are convened when considered appropriate by the Board and may also be convened at the request of members holding not less than 10% of the issued share capital of the Company which carries voting rights.

No business may be transacted at any general meeting unless a quorum is present at the time when the meeting proceeds to business. Under the Company's Constitution, two persons entitled to vote upon the business to be transacted, present in person or by proxy or as a duly authorised representative of a corporate member, constitute a quorum. Only those shareholders registered on the Company's register of members at the prescribed record date, being a date specified by the Board in relation to the relevant general meeting, are entitled to attend and vote at a general meeting.

While the Company's Constitution provides that resolutions may be voted on by a show of hands or on a poll, our practice is that all resolutions are voted on a poll. After each resolution has been dealt with, details are given of the level of proxy votes cast on each resolution and the numbers for, against and withheld. On a poll, the votes of shareholders present and voting at the meeting are added to the proxy votes received in advance of the meeting and the total number of votes for, against and withheld for each resolution are announced following the conclusion of the meeting. Ordinary resolutions may be passed by a simple majority of votes cast in favour, while special resolutions require a 75% majority of votes cast in favour. Any shareholder who is entitled to attend, speak and vote at a general meeting is entitled to appoint one or more proxies to attend, speak and vote on his or her behalf. A proxy need not be a member of the Company. The business of the Company is managed by the Directors who may do all such acts and things and exercise all the powers of the Company save for those powers required to be exercised by the Company in general meeting. Matters reserved to shareholders in general meetings include the election of Directors, the declaration of final dividends on the recommendation of the Directors, the fixing of the remuneration of the external auditor, amendments to the Constitution, measures to increase or reduce the ordinary share capital and the authority to issue shares.

Flutter Entertainment plc Annual Report and Accounts 2024

Annual General Meeting 2025

Shareholders are invited to attend the Flutter Entertainment plc Annual General Meeting of Shareholders on June 5, 2025, beginning at 2:00 p.m. Irish time / 9:00 a.m. Eastern time at the Company's registered office at Belfield Office Park, Beech Hill Road, Clonskeagh, Dublin, D04 V972, Ireland. Shareholders will also be provided with a facility to listen to the AGM remotely by using the Broadridge webcast platform.

Auditor

KPMG, Chartered Accountants, was appointed as statutory auditor on May 18, 2018 and has been reappointed annually since that date, and pursuant to section 383(2) of the Companies Act 2014 will continue in office for the financial year ending December 31, 2025. A non-binding resolution to ratify the appointment of KPMG as our independent registered public accounting firm and auditor for the year ending December 31, 2025 will be proposed at the 2025 AGM. In addition, pursuant to section 381(1)(b) of the Companies Act 2014, a binding resolution authorising the Directors to fix the remuneration of KPMG for the year ending December 31, 2025 will also be proposed at the 2025 AGM.

Dividends

Dividend payments

Details of the Company's dividends policy for the financial year ended December 31, 2024 can be found at: www.flutter.com/ investors

Dividend withholding tax ("DWT")

As an Irish resident company, all dividends paid by the Company are subject to DWT, currently at the rate of 25% unless a shareholder is entitled to an exemption. Shareholders entitled to the exemption must have submitted a properly completed exemption form to the Company's Registrar by the relevant record date for the dividend. Non-Irish resident shareholders and certain Irish companies, trusts, pension schemes, investment undertakings, companies' resident in any member state of the European Union and charities may be entitled to claim exemption from DWT. If you are a registered holder and require any further assistance or information on the relevant form to be completed, please contact the Registrar. If you are a beneficial holder and hold your shares through a broker, please contact your broker for further assistance.

Forms are available on the Irish Tax & Customs Revenue website: www.revenue.ie

Shareholders should note that DWT will be deducted from dividends where a properly completed form has not been received by the relevant record date for a dividend.

Out-of-date/unclaimed dividends

If you have out-of-date dividend cheques or unclaimed dividends, please contact the Registrar.

Financial calendar

2025

March 4

Financial Year 2024 Results

June 5

Annual General Meeting

December 31

Financial Year End

Further updates to the calendar can be found at www.flutter.com

Disclaimer

Flutter Entertainment plc published this content on April 24, 2025, and is solely responsible for the information contained herein. Distributed via Public Technologies (PUBT), unedited and unaltered, on April 24, 2025 at 20:55 UTC.