Flutter Entertainment : Rules of Conduct and Agenda (rules of conduct and agenda)
FLUT
Published on 04/16/2026 at 09:20 am EDT
Welcome to the Annual General Meeting of Shareholders (the "AGM") of Flutter Entertainment plc (the "Company"). It is our desire to conduct a fair and informative AGM. In fairness to all shareholders in attendance and in the interest of an orderly meeting, we require that you honor the following rules of conduct:
Our Company's Articles describe requirements for meetings of our shareholders, and the Chair of the AGM will conduct the AGM consistent with those requirements.
Because this is a meeting of our shareholders, only our shareholders or their proxies are permitted to vote and ask questions during the AGM. You need to have held shares as of the close of business on the record date of April 2, 2026 to vote or submit questions while participating in the AGM.
A shareholder entitled to attend, speak and vote at the AGM is entitled to appoint one or more proxies to attend, speak and vote instead of him or her at the AGM. The process for appointing a proxy and/or voting in person at the meeting will depend on the manner in which you hold your shares. We recommend that you review the information on the process for, and the deadlines applicable to, voting, attending and appointing a proxy for the AGM which is set out in further detail under "Voting at the AGM" in the "General Information about our 2026 AGM" section of the Proxy Statement. A proxy need not be a shareholder of record. If you have voted your shares prior to the start of the AGM, your vote has been received by the Company's inspector of elections and there is no need to vote those shares during the AGM, unless you wish to revoke or change your vote.
We will strictly follow the Agenda attached hereto as we conduct the AGM.
To allow us to answer questions from as many shareholders as possible, we will limit each shareholder to two questions. It will help us if questions are succinct and cover only one topic per question. Questions from multiple shareholders on the same topic or that are otherwise related may be grouped, summarized and answered together.
Shareholder questions are welcome, but conducting the business set out on the Agenda for the benefit of all shareholders will be paramount. The Company does not intend to address any questions that are, among other things:
irrelevant to the business of the Company or to the business of the AGM;
related to material non-public information of the Company;
related to personal grievances;
derogatory references to individuals or that are otherwise in bad taste;
repetitious statements already made by another shareholder;
in furtherance of the shareholder's personal or business interests; or
out of order or not otherwise suitable for the conduct of the AGM as determined by the Chair or Company Secretary in their reasonable judgment.
If there are any matters of individual concern to a shareholder and not of general
concern to all shareholders, or if a question posed was not otherwise answered, such matters may be raised separately after the AGM by contacting our Investor Relations team.
Recording of the AGM is prohibited. A webcast playback will be available at https://www.virtualshareholdermeeting.com/FLUT2026 twenty-four hours after the completion of the AGM.
Thank you for your cooperation and for joining the Company at the AGM.
Introductions by John Bryant, Chair of the Board of Directors of Flutter Entertainment plc (the "Company")
Instructions on Rules of Conduct and Procedures
Proof of Notice of Meeting
Proxies; Existence of Quorum
Proposal 1 - Elect and re-elect, as separate resolutions, each of the 11 director nominees identified in the Proxy Statement to the Board of Directors (the "Board") for a term expiring at the next Annual General Meeting
Proposal 2 - Approval, on an advisory basis, of the compensation of our Named Executive Officers as disclosed in the Proxy Statement
Proposal 3a - Approval of certain amendments to the Company's Articles to provide for a plurality voting standard in the event of contested director elections
Proposal 3b - Approval of certain amendments to the Company's Articles to grant the Board sole authority to determine its size and provide for the possibility of holdover directors in the event of no directors receiving sufficient votes for election
Proposal 3c - Approval of certain amendments to the Company's Articles to permit the issuance of preferred shares with rights and preferences to be determined by the Board from time to time
Proposal 3d - Approval of certain administrative amendments to the Company's Articles to reflect Flutter's U.S. Domestic Issuer Status for the purposes of Exchange Act reporting
Proposal 4a - Ratification, in a non-binding vote, of the appointment of KPMG as Independent Registered Public Accounting Firm and Auditors of the Company
Proposal 4b - Ratification of the authority of the Board to fix the compensation of KPMG
Proposal 5 - Renewal of the annual authority of the Board to issue shares
Proposal 6 - Renewal of the annual authority of the Board to issue shares for cash without first offering shares to existing shareholders
Proposal 7 - Renewal of the annual authority of the Board to make market purchases of the Company's shares
Proposal 8 - Renewal of the annual authority of the Board to determine the price range for the re-issue of treasury shares off market
Voting on Proposals
Closing of Polls
If you have voted as instructed in your proxy materials, your shares will be voted accordingly.
IF YOU HAVE VOTED AS INSTRUCTED IN YOUR PROXY MATERIALS, PLEASE DO NOT VOTE AT THIS AGM UNLESS YOU WANT TO CHANGE THE WAY YOU VOTED.
Disclaimer
Flutter Entertainment plc published this content on April 16, 2026, and is solely responsible for the information contained herein. Distributed via Public Technologies (PUBT), unedited and unaltered, on April 16, 2026 at 13:19 UTC.