UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): April 2, 2024

Flutter Entertainment plc

(Exact Name of Registrant as Specified in its Charter)

Registrant’s Telephone Number, Including Area Code: +353 (87) 223 2455

Not Applicable

(Former Name or Former Address, if Changed Since Last Report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2.):

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

On April 2, 2024, Flutter Entertainment plc (the “Company”) released, via the Regulatory News Service in London, an announcement (the “RNS Announcement”) regarding (i) the publication of its Notice of 2024 Annual General Meeting and Form of Proxy (the “AGM Documents”) and its submission to the United Kingdom National Storage Mechanism of the Company’s AGM Documents in connection with its reporting obligations under the Listing Rules of the United Kingdom Financial Conduct Authority (the “FCA”), and (ii) the publication of its statutory directors’ report and financial statements for the fiscal year ended December 31, 2023 (the “Irish Directors’ Report and Accounts”). The RNS Announcement was made in order to comply with disclosure requirements pursuant to the FCA’s Disclosure Guidance and Transparency Rules. The RNS Announcement is furnished as Exhibit 99.1 to this Form 8-K and is incorporated herein by reference.

Additionally, in connection with the 2024 Annual General Meeting of the Company scheduled to be held on May 1, 2024, furnished hereto as Exhibits 99.2, 99.3, 99.4 and 99.5, respectively, are copies of the Notice of 2024 Annual General Meeting, Form of Proxy, 2023 United Kingdom Annual Report and Irish Directors’ Report and Accounts, each of which were first distributed to shareholders of the Company on or about April 2, 2024.

(d) Exhibits

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Exhibit 99.1

2 April 2024

Flutter Entertainment plc

(the “Company”)

Publication of Notice of 2024 Annual General Meeting

and

Irish Directors’ Report and Financial Statements

Flutter Entertainment plc announces that it has today published its Notice of 2024 Annual General Meeting.

The Notice of 2024 Annual General Meeting and the Form of Proxy (the “AGM Documents”) have been published by the Company and will be furnished on a Form 8-K today to the U.S. Securities and Exchange Commission (the “SEC”).

The AGM Documents have also been submitted to the UK National Storage Mechanism and will therefore shortly be available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism. The AGM Documents are also publicly available on the Company’s website at https://www.flutter.com/investors/shareholder-information/agm/.

The Company hereby confirms that its Annual General Meeting will be held at 11.00am (Irish time) / 6.00am (Eastern time) on Wednesday, 1 May 2024 at Belfield Office Park, Beech Hill Road, Clonskeagh, Dublin 4, Ireland, D04 V972.

The Company has also today published its statutory directors’ report and financial statements for the fiscal year ended 31 December 2023 prepared under IFRS as adopted by the European Union for Irish law compliance purposes (the “Irish Directors’ Report and Accounts”). The Irish Directors’ Report and Accounts are also publicly available on the Company’s website at https://www.flutter.com/investors/shareholder-information/agm/.

Enquiries:

Edward Traynor

Company Secretary

+353 (87) 2232455

Exhibit 99.2

Notice of Meeting

Notice of Annual General Meeting

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt about the action you should take, you are recommended to immediately seek your own personal financial advice from your stockbroker, bank manager, solicitor, accountant or other independent professional financial adviser.

If you have sold or otherwise transferred all of your registered holding of Flutter Entertainment plc shares, please forward this document and the accompanying Form of Proxy to the purchaser or transferee, or to the stockbroker, bank or other agent through or by whom the sale or transfer was effected, for delivery to the purchaser or transferee. If you sell, or have sold, or otherwise transferred, only part of your holding of Flutter Entertainment plc shares, you should retain these documents and consult the stockbroker, bank or other agent through whom the sale or transfer was effected.

FLUTTER ENTERTAINMENT PLC

(incorporated and registered in Ireland with limited liability with registered number 16956)

Notice of Annual General Meeting

Wednesday, 1 May 2024

A letter from the Chair of Flutter Entertainment plc (the “Company” and together with its subsidiaries the “Group”) is set out on pages 3 to 6 of this document.

Your attention is drawn to the Notice of the Annual General Meeting (“AGM”) of the Company to be held at 11.00 am (Irish time) / 6.00 am (Eastern time) on Wednesday, 1 May 2024 at the Company’s headquarters at Belfield Office Park, Beech Hill Road, Clonskeagh, Dublin D04 V972, Ireland, which is set out on pages 7 to 9 of this document.

Any relevant updates regarding the AGM, including any changes to the arrangements outlined in this letter, will be available on www.flutter.com/investors/shareholder-information/agm.

Shareholder participation and engagement remain important to us and, therefore, we are pleased to be able to provide a facility for shareholders to listen to the AGM remotely by using the Computershare webcasting platform. Further information on accessing the Computershare webcasting platform is set out below under the heading “Listening to the AGM electronically using the Computershare webcasting platform” on page 6 of this document, in Note 6 of the Notice of AGM and on our website at www.flutter.com/investors/shareholder-information/agm. Shareholders wishing to vote at the AGM will still need to submit proxy voting instructions by the relevant deadlines before the AGM, as it will not be possible to vote at the AGM using the Computershare webcasting platform.

Shareholders are entitled to appoint a proxy in respect of the AGM. The process and timelines for appointing a proxy and/ or voting at the meeting will depend on the manner in which you hold your ordinary shares. Further information on the procedures to be followed in order to validly appoint a proxy is set out in the notes to the Notice of AGM. All proxy voting instructions must be received by the Company’s Registrar by no later than 11.00 am (Irish time) / 6.00 am (Eastern time) on Monday, 29 April 2024 (or, in the case of an adjournment, no later than 48 hours before the time fixed for holding the adjourned meeting).

This document, and the accompanying Form of Proxy, has been sent to shareholders on the register of members at close of business on 28 March 2024.

Notice of Meeting

CONTENTS

Expected Timetable of Events

The dates and times set out below are indicative only. If any dates and/or times in this expected timetable of events change, the revised dates and/or times will be notified to shareholders by publication on the Company’s website and/or by announcement through a Regulatory Information Service.

Record date for Annual General Meeting

Close of business on 28 March 2024

Annual General Meeting

11.00 am (Irish time) / 6.00 am (Eastern time) on Wednesday, 1 May 2024

Latest time for return of completed Forms of Proxy

11.00 am (Irish time) / 6.00 am (Eastern time) on Monday, 29 April 2024

Effectiveness of Proposed Transfer of Flutter’s Listing Category on the Official List from Premium to Standard

8.00 am (Irish time) / 3.00 am (Eastern time) on Friday, 31 May 2024

Agenda of Annual General Meeting

Ordinary business

Special business

Notice of Meeting

LETTER FROM THE CHAIR

Flutter Entertainment plc

(Incorporated and registered in Ireland with limited liability with registered number 16956)

Directors

John Bryant (Chair)

Peter Jackson (Chief Executive Officer)

Paul Edgecliffe-Johnson (Chief Financial Officer)

Holly Keller Koeppel (Senior Independent Director)

Nancy Cruickshank (Non-Executive Director)

Nancy Dubuc (Non-Executive Director)

Richard Flint (Non-Executive Director)

Alfred F. Hurley, Jr. (Non-Executive Director)

David Lazzarato (Non-Executive Director)

Carolan Lennon (Non-Executive Director)

Atif Rafiq (Non-Executive Director)

Notice of Meeting

LETTER FROM THE CHAIR CONTINUED

Notice of Meeting

Notice of Meeting

LETTER FROM THE CHAIR CONTINUED

Notice of Meeting

NOTICE OF ANNUAL GENERAL MEETING OF FLUTTER ENTERTAINMENT PLC

Notice of Meeting

NOTICE OF ANNUAL GENERAL MEETING OF FLUTTER ENTERTAINMENT PLC CONTINUED

Notice of Meeting

Notice of Meeting

NOTES TO THE NOTICE OF ANNUAL GENERAL MEETING OF FLUTTER ENTERTAINMENT PLC

Notice of Meeting

Notice of Meeting

NOTES TO THE NOTICE OF ANNUAL GENERAL MEETING OF FLUTTER ENTERTAINMENT PLC CONTINUED

Notice of Meeting

APPENDIX I

Proposed Transfer of Flutter’s Listing Category on the Official List from Premium to Standard to Relocate Flutter’s Primary Listing to the US

Expected timetable of principal events

Notes:

Notice of Meeting

APPENDIX I CONTINUED

PART I: Supplementary Letter from the Chair of Flutter Entertainment plc in connection with the proposed transfer

Notice of Meeting

Notice of Meeting

APPENDIX I CONTINUED

PART II: A summary of the differences between standard and premium categories of listing.

Notice of Meeting

PART III: Definitions

Notice of Meeting

APPENDIX II

Amendment to the Existing Articles in Connection with the Proposed Transfer

The table below contains a summary of the specific amendments to the Existing Articles which are proposed at Resolution 11 in connection with the Proposed Transfer. A copy of the proposed New Articles and the Existing Articles, marked up to show the proposed changes, are available for inspection at www.flutter.com and at Flutter’s registered office from the date of the Notice of AGM until and including the date of the AGM and will also be available at the AGM for at least one hour before, and for the duration of, the AGM. Flutter Shareholders are encouraged to review the proposed amendments to the Existing Articles in their entirety.

Notice of Meeting

Notice of Meeting

Belfield Office Park,

Beech Hill Road,

Clonskeagh,

Dublin 4,

Ireland

www.flutter.com

Exhibit 99.3

Your vote matters – here’s how to vote! You may vote online or by phone instead of mailing this card. All proxy voting instructions must be received by no later than 11:00am (Irish Time) / 6:00am (Eastern Time) on 29 April 2024. Online Go to www.investorvote.com/FLUT or scan the QR code — login details are located in the shaded bar below. Phone Call toll free 1-800-652-VOTE (8683) within the USA, US territories and Canada Call toll free +1-781-575-2300 outside the USA, US territories and Canada. Using a black ink pen, mark your votes with an X as shown in this example. Please do not write outside the designated areas. Control Number: 2024 Annual General Meeting Proxy Card qIF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. q A Proposals — The Board of Directors recommend a vote FOR each Director nominee named in Proposals 1 and 2 and FOR Proposals 3 – 11. 1. To elect the following as a Director: For Against Abstain For Against Abstain + 3. To receive and consider the 2023 report on Directors’ remuneration (a)—John Bryant 4. To authorise the Directors to fix the remuneration of the Auditor for the year ending 31 December 2024 2. To re-elect, by separate resolutions, each of the following Directors: 5. Special resolution to maintain the existing authority to convene an For Against Abstain extraordinary general meeting on 14 clear days’ notice (a)—Nancy Cruickshank 6. Ordinary resolution to authorise the directors to allot shares (b)—Nancy Dubuc 7. Disapplication of statutory pre-emption rights For Against Abstain (7a)— Special Resolution to Disapply Statutory Pre-Emption Rights (c)—Paul Edgecliffe-Johnson (d)—Alfred F. Hurley, Jr. (7b)—Special Resolution to Disapply Additional Statutory Pre-Emption Rights in connection with acquisitions/specified capital investments (e)—Peter Jackson 8. Special resolution to authorise the Company to make market purchases of its own shares (f)—Holly Keller Koeppel 9. Special resolution to determine the price range at which treasury shares may be reissued off-market (g)—Carolan Lennon 10. Special resolution to authorise the transfer of Flutter’s Listing Category on the Official List of the FCA and on the Main Market of the London Stock Exchange plc from a Premium Listing to a Standard Listing (h)—Atif Rafiq 11. Special resolution for authorisation to adopt the new Articles of Association of the Company in connection with the proposed transfer of Flutter’s listing set out in Proposal 10

2024 Annual General Meeting Admission Ticket 2024 Annual General Meeting of Flutter Entertainment plc Wednesday, 1 May 2024 at 11.00am (Irish Time) / 6.00am (Eastern Time) at Belfield Office Park, Beech Hill Road, Clonskeagh, Dublin D04 V972, Ireland Upon arrival, please present this admission ticket. The card is for the purposes of registration and accreditation when attending the Annual General Meeting. The 2024 Annual General Meeting of Shareholders of Flutter Entertainment plc will also be accessible virtually via the internet at meetnow.global/MUUYZY2. Shareholders should note, however, that it will not be possible to vote or ask questions virtually at the AGM by using the webcasting platform. To access the virtual meeting, you must have the Control Number that is printed in the shaded bar located on the reverse side of this form. Important notice regarding the internet availability of proxy materials for the Annual General Meeting of Shareholders. Information regarding the AGM, including a copy of the Notice of AGM (which includes further details on the proposals to be considered at the 2024 AGM), along with our Annual Report and Accounts 2023, the Company’s directors’ report and financial statements prepared in accordance with IFRS and Irish law and copies of any other documentation relating to the AGM, including the Form of Proxy, are available on the Company’s website at https://www.flutter.com/investors/shareholder-information/agm/ and can be accessed at www.investorvote.com/FLUT. Small steps make an impact. Help the environment by consenting to receive electronic delivery, sign up at www.investorvote.com/FLUT qIF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. q Proxy Flutter Entertainment plc + Notice of 2024 Annual General Meeting of Shareholders Proxy Solicited by Board of Directors for Annual General Meeting — 1 May 2024 I/We the undersigned, being an Ordinary Shareholder(s) of the Company, HEREBY Appoint the Chair of the meeting with full power of substitution or ____________________ (see note 1 below) as my/our proxy to vote for me/us and on my/our behalf at the Annual General Meeting of the Company to be held at 11.00am (Irish Time) / 6.00am (Eastern Time) on 1 May 2024 and at any adjournment thereof. I/We direct my/our proxy to attend, speak and vote on the resolutions set out in the Notice of AGM as instructed and in respect of other resolutions that may arise at the meeting as the proxy thinks fit. This proxy may be exercised in respect of all/__________ shares registered in my/our name(s). Shares represented by this proxy will be voted by the shareholder. If no such directions are indicated, the Proxies will have authority to vote FOR the election/re-election of all the directors listed in proposals 1 and 2 and FOR proposals 3 – 11. In the case of registered joint holders (i) only one need sign, and (ii) the vote of the senior holder who tenders a vote, whether in person or by proxy or (in the case of a corporation) by authorized representative, will alone be counted. For this purpose seniority will be determined by the order in which the names appear in the register of shareholders of Flutter Entertainment plc in respect of the joint holding. In their discretion, the Proxies are authorized to vote upon such other business as may properly come before the meeting. 1. If it is desired to appoint another person as proxy, the words “the Chair of the meeting” should be deleted and the name and address of the proxy, who need not be a member of the Company, instead inserted and initialed. Please note that proxies may be asked to present identification. (Items to be voted appear on reverse side) B Authorized Signatures — This section must be completed for your vote to count. Please date and sign below. Please sign exactly as name(s) appears hereon. When signing as attorney, executor, administrator, corporate officer, trustee, guardian, or custodian, please give full title. Joint owners should each sign personally. Where the appointer is a body corporate this form must be under seal or signed by a duly authorised officer of attorney of the body corporate. Date (mm/dd/yyyy) — Please print date below. Signature 1 — Please keep signature within the box. Signature 2 (joint owners) — Please keep signature within the box. C Non-Voting Items Change of Address — Please print new address below. Comments — Please print your comments below.

Exhibit 99.4

Our innovative global brands bring entertainment to life for millions of customers, every day Strategic report Governance Other information 2 At a glance 55 Introduction to governance Statement of Directors’ 119 4 Key performance indicators 58 Governance at a glance Responsibilities 8 Strategy 59 Chair’s introduction to governance 12 Stakeholder engagement 61 Board activities 16 Sustainability 65 Leadership and purpose 43 Understanding and managing 67 Engaging with a broad range our principal risks of stakeholders 53 Viability Statement 69 Division of responsibilities 71 Composition, succession and evaluation 76 Nominating and Governance Committee Report 80 Workforce Engagement Committee Report 84 Audit Committee Report 92 Risk and Sustainability Committee Report 95 Directors’ Remuneration Report 117 Shareholder information This Annual Report, together with the Form 10-K which is appended to the back of this document, shall be referred to as the “Annual Report and Accounts 2023”.

1 Flutter Entertainment plc Annual Report and Accounts 2023

Strategic report Governance Other information At a glance BUILDING A GLOBAL BRAND 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 have an unparalleled portfolio of world-class brands, global scale and challenger mindset, through which we excite and entertain our customers. Using our collective power, the Flutter Edge, we aim to disrupt our sector, learning from the past to create a US: 38% better future for our customers, colleagues and communities. Global UKI: 26% Together, we are changing the game. footprint* Australia: 12% International: 24% * Based on our net revenue for the year ended 31 December 2023. Our strategy is based on key pillars: Invest to win in the US. Grow our gold medal businesses Build on our network and invest in core markets. for leadership positions across international markets.  Read more on page 8 Our divisions US Read more on page 23 Our US division consists of our FanDuel brand together with PokerStars (US) and TVG. We offer a diverse set of sports betting, iGaming, daily fantasy sports, online racing wagering and TV broadcasting products to customers across states in the US and the province of Ontario in Canada. FanDuel, which is Flutter’s largest brand, is the US market’s leading online sportsbook, has a major, and growing, share of the iGaming market. It is well positioned to continue to take advantage of the rapidly expanding opportunity in the US. $4.5bn 3.2m revenue average monthly players UKI Read more on page 23 In the UK and Ireland (UKI), we offer sports betting (sportsbook and the exchange sports product) and gaming products (games, casino, bingo and poker) through our brands Sky Betting & Gaming, Paddy Power, Betfair and tombola. Although the brands mostly operate online, this division also includes 575 Paddy Power betting shops in the UK and Ireland. $3.0bn 3.9m revenue average monthly players 2 Flutter Entertainment plc Annual Report and Accounts 2023

Strategic report Governance Other information Our offices Australia Read more on page 22 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 1.1m revenue average monthly players International Read more on page 22 Through our International division, we operate in countries around the world offering poker, casino, sports betting, rummy and daily fantasy sports mainly online. Our brands include Sisal, the largest online operator in Italy, and PokerStars, the world’s largest online poker site, as well as Betfair International, Adjarabet, Junglee Games and MaxBet. $2.8bn 4.1m revenue average monthly players

Strategic report Governance Other information Key performance indicators MEASURING OUR PROGRESS Tracking our key performance indicators (“KPIs”)1 helps us make better decisions, set the right goals and measure our progress in achieving our strategic ambitions. Financial indicators Revenue ($m) +25% 2023 11,790 2022 9,463 Links to principal risks: 1, 2, 3, 4, 5, 6, 7, 8, 9, 10 Links to strategy:    Definition: Net revenue refers to the total amount staked or wagered by customers after deducting amounts paid out to customers, free bets and promotional credits, and VAT. Why we measure it: This measures our ability to effectively and sustainably build brand equity and grow market share in key markets across our product and geographic portfolio. Performance: Revenue increased 25%, driven by the ongoing expansion in the US through FanDuel, as well as the annualised benefit of the Sisal acquisition during 2022 and excellent momentum in the UK and Ireland. Adjusted EBITDA ($m) +47% 2023 1,679 2022 1,141 Links to principal risks: 1, 2, 3, 4, 5, 6, 7, 8, 9, 10 Links to strategy:    Definition: Adjusted EBITDA represents net loss before income taxes; other (expense)/ income, net; interest expense, net; depreciation and amortisation; transaction fees and associated costs; restructuring and integration costs; and costs relating to legal settlements and disputes. 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 47% reflecting positive Adjusted EBITDA in the US, Sisal’s earnings being recognised for the full 12-month period, and strong growth in our UKI and International divisions. Net loss ($m) +227% 2023 (1,211) 2022 (370) Links to principal risks: 1, 2, 3, 4, 5, 6, 7, 8, 9, 10 Links to strategy:    Definition: Net loss represents the loss attributable to the business after deducting all operating costs; other (expense)/income, net; interest expense, net and income tax expense. Why we measure it: This measures the Group’s total profitability including financing, taxation, non-cash and one-off costs. Performance: Net loss increased 227% reflecting the recognised impairment loss of $725m, fair value adjustments in respect of the Fox option liability and increased interests expense arising from debt associated with the Sisal acquisition. 4 Flutter Entertainment plc Annual Report and Accounts 2023

Strategic report Governance Other information Adjusted free cash flow ($m) Total shareholder return (%) Links to strategy: +63% 23.5% Invest to win in the US Grow our gold medal positions in core markets 2023 938 2023 23.5 Build on our network and invest for leadership positions across international markets 2022 576 2022 (4.0) Links to principal risks: Links to principal risks: Links to principal risks: 1, 3, 5, 8, 10 1, 2, 3, 4, 5, 6, 7, 8, 9, 10 1. US growth delivery and competition Links to strategy: Links to strategy: 2. Changing landscape legal, regulatory and tax       3. Cyber and technology resilience 4. regulatory Compliance landscape with existing legal and Definition: Definition: 5. Technology transformation and scalability Adjusted free cash flow2 represents net Total shareholder return (“TSR”) refers to 6. Customer proposition innovation cash provided by operating activities, the total return accruing to shareholders 7. Safer gambling less changes in player deposits and in during the year. This will reflect the total 8. Third-party dependencies player deposit liability; the cash impact share price return as well as any cash 9. Leadership and talent pipeline of purchase of property, equipment, returns, including, for example, ordinary 10. Sportsbook trading performance volatility intangible assets and capitalised dividends, special dividends and share software, plus the cash impact of buy-back programmes. transaction fees and associated costs, and restructuring and integration costs. Why we measure it: Why we measure it: This measures our ability to generate This measures the effectiveness with the cash we use to fund future which we achieve long-term value for investment in the business, both our shareholders in line with Group organic and through acquisitions, and strategy. Relative TSR is also used as to fund potential capital returns to our the sole performance measure for the shareholders. Executive Directors’ Long Term Incentive Plan (“LTIP”). Performance: Performance: Adjusted free cash flow increased to TSR improved in 2023 as the Group $938m. This primarily reflects the continued to demonstrate strong increased EBITDA generated by the growth prospects and delivered US Group, with a greater portion of 2023 profitability ahead of earlier costs being non-cash items such as expectations. Flutter outperformed the the $725m impairment change of sector, with five-year TSR of 128%. PokerStars trademark. 5 Flutter Entertainment plc Annual Report and Accounts 2023

Strategic report Governance Other information Key performance indicators continued Non-financial indicators Average monthly players (m) Play Well (%) +20% 44.9% 2023 12.3 2023 44.9 2022 10.2 2022 40.8 Links to principal risks: Links to principal risks: 1, 4, 5, 6, 7 1, 2, 4, 6, 7, 9 Links to strategy: Links to strategy: Definition: Definition: Average monthly players (“AMPs”)3 is the average over the Our global Play Well4 goal is measured as the percentage of applicable reporting period of the total number of players who active online customers who use safer gambling (Play Well) have placed and/or wagered a stake and/or contributed to tools in the specified reporting period. rake or tournament fees during the month. We have set an ambitious Group target to have 75% of our customers using safer gambling tools by 2030. Why we measure it: Why we measure it: This measures changes in the size of our customer base, which We believe there are universal principles we can employ, is a key driver of long-term growth, particularly in markets leveraging our global scale and expertise to provide players with where we are actively investing. tools, information and support to enable an entertaining and safe experience. The Play Well goal measures our progress on this. Performance: Performance: We continued to expand our recreational customer base For 2023 our Play Well measure was 44.9%, representing an across all divisions, with AMPs up 20% to 12.3m. FanDuel was a increase of over 4 percentage points compared with the key driver of this growth, with US AMPs up 38%, and the inclusion previous year. of Sisal players for a full year drove International AMPs growth See more in the Customers section of our Positive Impact Plan of 31%. on page 21. 6 Flutter Entertainment plc Annual Report and Accounts 2023

Strategic report Governance Other information 1. Businesses acquired during 2022 have been included on Colleague engagement (%) a reported basis (tombola, January 2022, and Sisal, August 2022). 2. Adjusted free cash flow is reconciled to net cash provided by operating activities below. 79% 3. This measure does not include individuals who have only used new player or player retention incentives, and this measure is for 2023 79 online players only and excludes retail player activity. Our AMPs information is based on player data collected by each of our 2022 79 brands, which generally each employ their own unique data platform, and reflects a level of duplication that arises from Links to principal risks: individuals who use multiple brands. In addition, we do not eliminate from the AMPs information presented for the Group 1, 7, 9 as whole duplication of individual players who use our product offerings in multiple divisions. Links to strategy: 4. 2022 Play Well tool usage has been adjusted to 40.8% from 40.1% which primarily reflects the retrospective inclusion of Sisal customers effective from the August 2022 acquisition date. Definition: Colleague engagement is measured as a weighted average of the various regular employee engagement survey scores Adjusted free cash flow reconciliation across the Group. This includes metrics for employee satisfaction and wellbeing. Fiscal $m 2023 2022 Net cash provided by operating activities 937 1,163 Less: Why we measure it: Change in player deposits 1 72 Colleague engagement is a key enabler of our strategy and performance and is at the centre of everything we do. Change in player deposit liability 382 (376) Add cash impact of: Transaction fees and associated costs 83 32 Restructuring and integration costs 137 114 Performance: Less cash impact of: Employee engagement remains high at 79%, in line with 2022, Purchases of property and equipment (159) (122) as we continue to put the wellbeing of our people at the heart of our strategy. Purchases of intangible assets (175) (100) See more in our People section from page 12 and the Capitalised software (268) (207) Colleagues section of our Positive Impact Plan on page 25. Adjusted free cash flow 938 576 7 Flutter Entertainment plc Annual Report and Accounts 2023

Strategic report Governance Other information Strategy A LEADING STRATEGY FOR GROWTH Our exceptional talent ensured we continued to deliver against our strategic objectives in 2023 by delivering positive US Adjusted EBITDA ahead of initial expectations while maintaining our #1 position, growing our customer base in core markets, and investing for leading positions in high-growth international markets. Invest to win in the US Grow our gold Build on our network medal positions and invest for in core markets leadership positions across international markets Building on our sustainable Focusing on delivering the best Buying and building podium positions competitive advantage and extending product proposition to our recreational across our International markets, our leadership position. customer base, we aim to grow our we will combine global scale with leadership positions and leverage local presence to deliver local scale to drive efficiency. sustainable growth. Read more on page 9 Read more on page 10 Read more on page 11 8 Flutter Entertainment plc Annual Report and Accounts 2023

Strategic report Governance Other information Invest to win in the US Building on our sustainable competitive advantage and extending our leadership position. What it means Links to principal risks: • Consolidating FanDuel’s leadership position as the clear #1 US growth delivery and competition sportsbook in the US. • Enhancing our iGaming proposition and portfolio to build on our Changing legal, regulatory and tax landscape podium position. Cyber and technology resilience • Leveraging our scale and competitive advantages, to deliver sustained growth in profitability. Compliance with existing legal and regulatory landscape 2023 performance Technology transformation and scalability • Delivered 53% share of online sportsbook net gaming revenue in Customer proposition innovation Q4 2023 by acquiring, retaining and growing customer value. • Increased iGaming market share to 26%, demonstrating the Safer gambling success of our iGaming strategy. 1 Third-party dependencies • Generated a Further Adjusted EBITDA profit of $167m (Adjusted EBITDA $65m), becoming the first large scale US online gaming Leadership and talent pipeline operator to do so. Sportsbook trading performance volatility 1. Further Adjusted EBITDA represents Adjusted EBITDA as defined on page 4 after 53% adding back share based compensation. Q4 online sportsbook NGR market shares 26% Q4 iGaming market share 9 Flutter Entertainment plc Annual Report and Accounts 2023

Strategic report Governance Other information Strategy continued Grow our gold medal positions in core markets Focusing on delivering the best product proposition to our recreational customer base, we aim to grow our leadership positions and leverage local scale to drive efficiency. What it means Links to principal risks: • Maintaining a clear focus on growing our recreational US growth delivery and competition customer base. • Continuing to extend our product and brand leadership positions. Changing legal, regulatory and tax landscape • Leveraging our local scale and the Flutter Edge to drive growth Cyber and technology resilience through regulation and cost efficiency across our core markets. Compliance with existing legal and regulatory landscape 2023 performance • Average monthly players in the UKI and Australia divisions Technology transformation and scalability increased by 5% and 2% respectively. Customer proposition innovation • Improved our leading product proposition with the launch of “AccaFreeze” in SkyBetting & Gaming and expanded iGaming Safer gambling content in our UKI brands. Third-party dependencies • Grew market share by 2ppt in UKI. • Delivered Same Game Multi and racing cash out enhancements Leadership and talent pipeline in Sportsbet. Sportsbook trading performance volatility 30% 2023 UKI online market share 45% 2023 Australian online market share 10 Flutter Entertainment plc Annual Report and Accounts 2023

Strategic report Governance Other information 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. What it means Links to principal risks: • Concentrating investment in key markets with structural US growth delivery and competition growth opportunities. • Pursuing inorganic and organic growth via “local hero” brands. Changing legal, regulatory and tax landscape • Leveraging local scale and the Flutter Edge to capitalise on the Cyber and technology resilience global growth opportunity and optimise earnings. Compliance with existing legal and regulatory landscape 2023 performance • Pro forma revenue growth of 14% in our “consolidate and invest” Technology transformation and scalability markets1 reflecting strong growth by Sisal in Italy and Turkey post acquisition, and by Junglee in India (reported consolidate and Customer proposition innovation invest growth 65%). • Successful integration of Sisal business since acquisition. Safer gambling Third-party dependencies • Revenue from consolidate and invest markets now 78% of International revenue in Q4 2023. Leadership and talent pipeline • Acquisition of MaxBet in January 2024 adds a leadership position Sportsbook trading performance volatility in the attractive Serbian market and footprint in the wider Balkan region. 1. International consolidate and invest markets include Italy, Spain, Georgia, Armenia, +14% Brazil, India, Turkey and Virtual Reality. pro forma revenue growth in consolidate & invest markets 21% 2023 Italian online market share 11 Flutter Entertainment plc Annual Report and Accounts 2023

Strategic report Governance Other information Stakeholder engagement ENGAGING WITH OUR STAKEHOLDERS Shareholders and investors Colleagues How we engaged How we engaged • The AGM was held on 27 April 2023 at our headquarters in Dublin, • We held regular town hall meetings and ran globally live-streamed Ireland. Shareholders attended in person or participated in the events with our Executive Committee. This was part of our meeting virtually and submitted questions to the Chair. commitment to connecting our colleagues across the Group and keeping them informed and engaged about our performance, • The Chair held meetings with our largest investors on corporate strategy, the Positive Impact Plan and the Flutter Edge. Events governance topics, including the additional US listing, sustainability, included one dedicated to our Positive Impact Plan and an talent retention, risk management and succession planning at introduction to our new Executive Committee members. both Board and Executive Committee levels. These meetings also focused on safer gambling, growth of the US, and performance • Our internal communications and engagement programmes also and growth of the whole Group. focused on important topics such as wellbeing, reward, diversity and inclusion, as well as local communications, events and • Regular engagement with our shareholders occurred through activities. We concluded our divisional series of “Flutter Chats”, a comprehensive investor relations programme. This included delivering strategic updates and insights to colleagues globally, continuous engagement with both existing and prospective and continued touring our short film series, “Flutter Features”, institutional shareholders and sell-side analysts through direct enabling colleagues to learn more about our different locations meetings, participating in investor conferences, roadshows and and the role they play in the Group. fireside chats, and hosting a deep dive on our Italian operations for sell-side analysts in Milan. • We continued to enhance our communications channels and expand our global reach in new ways to support interactive communication • The Executive Directors presented to and met with our largest across the Group, including through Flutter TV, internal social shareholders and analysts following the release of our full-year networking sites, email and divisional intranet sites. In doing this, we and interim results and quarterly trading updates and during aim to ensure choice in how colleagues receive key messages, which management roadshows. helps to encourage collaboration in a global business. • On a monthly basis, the Board received a summary of analysts’ • To ensure colleagues have an opportunity to share opinions and commentary and reports. The Board also received presentations have their voices heard, we regularly gather feedback from across from our corporate brokers. the Group through colleague surveys covering a wide range of topics. • The Chair and Company Secretary also communicated directly To better understand the real experience of under-represented with private individual shareholders. groups in our business we use different tools and methods, including regular engagement surveys and both quantitative Outcomes and qualitative research. • Through the engagement programme there were around 200 • We continued to deliver our Global Advocacy Programme, which investor interactions per quarter and expanded sell-side coverage. is led by members of our Executive Committee to champion • Investors welcomed our communications programme to keep different diversity groups and amplify their voices. The programme them updated on our performance, financial position, business focuses on creating teams that represent the locations in which we perspectives and risk. live and work by the end of 2030. The emphasis of the programme is on four workstreams where we believe we can make a collective • We have built connections with the environmental, social and impact and strive for positive change. These are: Gender; governance (“ESG”) teams of major investors focussing on our Multicultural; LGBTQIA+; and Accessibility. sustainability strategy. Links to strategy 12 Flutter Entertainment plc Annual Report and Accounts 2023

Strategic report Governance Other information How we engaged continued Customers • We continued to invest in developing female talent through our How we engaged mentoring programme and the roll out of our career • Enabling a positive customer experience is at the heart of our management programme, providing over 50 colleagues with tools business and our customer engagement. Through regular and guidance. In the US, FanDuel successfully curated the communication and advertising, we engage with our customers Women’s Leadership Development Programme dedicated to on various topics, notably safer gambling. We continually educate developing talent and preparing them for career advancement. our customers about our supportive Play Well tools and we As well as creating a strong network of women in leadership interact where we see signs of unsafe play. positions, these initiatives form part of progress towards our Work Better target of having 40% of top leadership roles held by women • Our brands engage with our customers on a daily basis through by the end of 2026. our online betting and gaming platforms, our marketing communications, our retail stores and our customer service • We launched a global “Fluttering with Pride 365” campaign to channels. ensure the LGBTQIA+ community feels welcome every day of the year. Focusing on multicultural campaigns and events, we also • We’re always seeking to understand our customer needs created “Every Culture Matters” within our Every Voice global and engage with them through feedback channels and research communications channel. and by obtaining insights into customers’ views and experiences. Outcomes Outcomes • Enhancing our global internal systems and communications • We continued to lead on progressive change across the industry functionality made it easier for people across divisions and brands and made progress towards our goal of 75% of customers using a to connect more efficiently and engage with each other around Play Well tool by 2030, with tool usage globally at 44.9% of customers. company news and projects. As part of this work, we’ve now onboarded the majority of colleagues onto our global intranet, • We continued to invest in innovative solutions that protect Flutter Connect. customers. For example, Sportsbet delivered a world-first “Real Time Intervention” tool which uses machine learning and AI • We rolled out FlutterBe, our new HR ecosystem, to more colleagues technology to intervene before a customer makes a deposit in 2023. This system now supports around 12,500 people across 30+ outside of their usual range, in real time and in a personalised way. countries underpinning better ways of working and bringing a new people experience for colleagues, with around 1.1 million • In the UKI division we improved how we identify customer risk interactions in 2023. We plan to enrol more colleagues onto the through their time spent on site. In line with our Positive Impact platform in 2024. Plan, we aim to increase the proportion of customers using safer gambling tools and in 2023, this increased to 52.4% of our customer • Voluntary disclosure rates covering protected characteristics, base across the division. such as sexual orientation, race and disability, increased in 2023, • In the US, we executed the second Play Well dedicated TV campaign helping us to better understand our people’s experience, including showcasing how customers should use our responsible gaming under-represented groups. tools for betting on FanDuel. • We continued to engage our colleagues globally through Every • To engage our US customers, we partnered with the NBA and NFL/ Voice, with over 30% of our people interacting with our culturally YouTube to offer fans access to all of the NBA and NFL action. For immersive initiatives such as Diwali, Pride, International Women’s the NFL, we offered exclusive discounts to YouTube Sunday Ticket, Day and Black History Month. and for the NBA we offered customers a free trial period for • We won several global awards in 2023, including: Women in League Pass. Gaming’s D&I Wellness Initiative Award; SBC’s Employer of the Year • In Sportsbet, we introduced The Feed, an innovative new product Award; EGR’s Award for Diversity & Inclusion Model of the Year; and aimed at deepening our customer connection, which gives our Best Engagement of an Internal Audience in a CSR Programme at customers a platform to interact with each other and share bets. the UK Corporate Engagement Awards. • Across our International division we continued to innovate for Links to strategy customers in all of our brands. In Italy, we launched new leading Sports and Superlotterie apps in Sisal. In India, we created the biggest prize pool in online rummy for our Junglee customers. In PokerStars, we led the way in live events, including the relaunch of our North American Poker Tour in Las Vegas. Links to strategy 13 Flutter Entertainment plc Annual Report and Accounts 2023

Strategic report Governance Other information Stakeholder engagement continued Communities Suppliers How we engaged How we engaged • We leverage the strength and reach of our brands and the • We engaged with suppliers globally in the creation of a supplier commitment of our customers to ensure our partnerships in the segmentation assessment. This is used in supplier risk and community are impactful. In 2023, we continued to back non-profit performance management (“SRPM”), to ensure businesses can partners to support our local communities and make a positive assess suppliers in terms of risk, impact, spend and criticality. difference to society. This programme is built around three core We also worked with stakeholders in the creation of a new global themes to help us maximise our impact: sport; technology for SRPM framework and toolkit, to standardise best practice globally. good; and health and wellbeing. • We engaged suppliers in the development of a new global • We announced our headline support for The Tour 21, an procurement and SRPM Policy to improve current procedures international Ł1m fundraising challenge that sees a small team of and to enhance our procurement and SRPM risk register. amateur cyclists from around the world take on all 21 stages of the • We engaged with regulatory authorities on our activity with Tour de France a week ahead of the professional race to fund trials suppliers, to meet requirements regarding operating licences of treatments and cures for blood cancer. in the US and elsewhere. • We piloted our first Global Tech4Good Award to raise awareness • We engaged with global sporting integrity bodies, leagues, teams and support for social purpose tech start-ups. Three winners were and media partners to protect sports, promote safer gambling chosen from over 100 applicants to receive a Ł10,000 grant and messages and enhance the overall customer experience. access to support from our emerging technology start-up team Alpha Hub. Winners included Accessercise, the world’s first fitness • We also engaged with stakeholders globally, to develop a clear app for those with disabilities, and Signapse, which uses AI vision, and agreed key deliverables to transform supplier risk technology to automate and increase access to information for management, supplier performance management, strategic the deaf community. supplier management and supplier ESG management, in line with the growing scale of our business and increases in risk and • Underpinning all our activities is our commitment to engaging our regulation around our supply chain. colleagues. In 2023, we launched a partnership with OnHand to make it easier than ever for our colleagues to give back to their Outcomes communities in the way that means most to them. • The segmentation assessment allowed us to tier our suppliers, Outcomes which informed our understanding of ongoing risk and performance management requirements with each supplier. • In 2023, we contributed Ł8.3m to causes worldwide, we estimate that A “global owner” for SRPM is now in place for all Tier 1 (strategic) we improved the lives of 1.1m people as part of our Do More or Tier 2 (critical) suppliers. commitments to communities. • The agreed global SRPM framework and toolkit have allowed us • In the US, FanDuel made a US$1m donation to support a two-year to set ambitions globally. This framework has been rolled out with partnership with Operation Hope, a non-profit organisation Tier 1 and Tier 2 suppliers to ensure the continuity of our products focused on making free enterprise and capitalism work for the and offerings. underserved by disrupting poverty. • The global procurement and SRPM policy has standardised the • In Romania, the annual Walking Month challenge created by Betfair rules we need to follow globally when using suppliers. We agreed nine years ago was a record-breaking event with over 3,000 maturity levels for all divisions’ ways of working against the new participants from 54 companies walking one billion steps to raise policy, with mitigation plans agreed to close gaps. over €117,000 for Cluj’s first inclusive playground. • In line with our transformation plans we have: • In Brazil, Flutter International launched Esporte Futuro to provide Ł100,000 in small grants to sports organisations to have a positive â–ª invested in tools to provide visibility on our suppliers’ carbon impact in local Sao Paulo and Rio communities. emissions, furthering our project to achieve net zero by 2035; • In Australia, Sportsbet CEO Barni Evans and Chief Legal and Risk â–ª built mutually beneficial relationships with chosen key Officer Peter Harman raised over AU$100,000 for the St Vincent de strategic partners, to leverage our supplier relationships Paul Trust, providing critical support for the homeless. to fuel growth; and • Our UKI division launched new charity partnerships and made a â–ª supported the discovery, design and now build phase of number of grants to community projects. These included Paddy the new shared service centre in India. Power’s Ł1m partnership with Prostate Cancer UK and Sky Betting & Gaming launching a commitment of Ł6m over six years to English Links to strategy Football League (EFL) club community projects. This sponsorship of the EFL demonstrates our commitment to the wider EFL community and its fans. We also relaunched our Cash4Club programme donating Ł400,000 to local sports clubs and Betfair announced a Ł250,000 collaboration to support the Injured Jockey’s Fund. Links to strategy 14 Flutter Entertainment plc Annual Report and Accounts 2023

Strategic report Governance Other information Government and regulators Outcomes How we engaged • In the US, FanDuel secured licences and was able to launch mobile sports wagering in Ohio, Massachusetts, and Kentucky. Since the • In the US, FanDuel worked effectively with state regulators as end of 2023 we have also launched in Vermont (January 2024) regulatory developments continued. We are a leader in the and North Carolina (March 2024). industry on responsible gaming standards through working closely with our Responsible Gaming Ambassadors as well as • In the UK, we welcomed the White Paper as a significant the professional leagues and team partners. opportunity to raise standards in the gambling sector, update the regulatory framework and support the Government’s aim of • In the UK, we continued to engage constructively with the getting the balance right across consumer freedoms, choice and Government, the Gambling Commission of Great Britain, and protection from harm. Engagement continues through ongoing wider stakeholders in relation to the consultation processes consultation processes. following the publication of the Gambling Act Review White Paper. • In Ireland, we welcomed the establishment of the Gambling • In Ireland, we continued to engage with the Department of Justice Regulatory Authority of Ireland (“GRAI”) and had constructive in relation to the Gambling Regulation Bill. We expect the formal engagement with its newly appointed CEO. passing of the Gambling Regulation Bill into law in 2024. The Bill creates an independent, dedicated gambling regulator, and we • In Australia, significant regulatory changes included the introduction look forward to constructive engagement as effective measures of several measures for which Sportsbet has strongly advocated, are put in place. including: the National Self-Exclusion Register (known as BetStop); a ban on the use of credit cards for online wagering; moving to • In Australia, Sportsbet proactively engaged with governments zero-day or pre-verification of customers before wagering occurs; and regulators across both federal and state jurisdictions. and the inclusion of data-led intervention tools (led by Sportsbet’s This included appearing before the Federal Parliament’s enquiry Real Time Intervention) as core tools in future consumer protection into Online Gambling and its impacts on those experiencing frameworks. gambling harm in April, which examined issues including advertising, generosity and consumer protection tools. Sportsbet advocated Links to strategy for a range of consumer protection policy issues to all levels of government, including as part of over 20 reviews or consultation phases. • Flutter International was involved in ongoing regulatory developments in multiple markets, both directly and through industry associations. In Brazil, Flutter International was a founding member of a trade association to support engagement on gambling regulation. Together, we continue to work with the Brazilian Ministry of Finance regarding upcoming gambling regulation. 15 Flutter Entertainment plc Annual Report and Accounts 2023

Strategic report Governance Other information Sustainability POSITIVE IMPACT PLAN: PROGRESS IN 2023 2023 summary and key achievements • Play Well – supporting our customers to have positive playing experiences; Across the entire Flutter family, we’re passionate about taking care of our customers, colleagues, communities, and the planet. • Work Better – creating an inclusive and empowering place to work for colleagues; That’s why we launched our Positive Impact Plan in 2022: to build on our long-standing commitments to do the right thing, to guide our • Do More – globally supporting the communities in which we live; business, and to help lead betting and gaming towards a more • Go Zero – reducing our environmental impact and driving our path sustainable future. to net zero. The Positive Impact Plan is core to our overall Group strategy, and integral to our business operations and culture. It is focused on four strategic pillars: 16 Flutter Entertainment plc Annual Report and Accounts 2023

Strategic report Governance Other information ADVANCING OUR APPROACH TO SUSTAINABILITY In 2023, we made great progress against each of the pillars of our Positive Impact Plan, through a range of global and local initiatives that are having a positive impact all over the world. In addition, we focused on continuing to build the foundations that will support our long term sustainability objectives – ensuring we have the right Our notable progress against people in place, and investing in essential enablers such as technology, data, insights, programme management, governance, our Positive Impact Plan education and communication. Through working groups, we’re sharing expertise across our business and learning to drive progress goals this year is testament in sustainability as part of our Flutter Edge. This year’s achievements are testament to the hard work and to our commitment to lead commitment of colleagues all around our organisation. We held local townhalls and a global Playing for a Positive Future event to our sector in Sustainability.” celebrate our successes and further engage and inspire our people. Their passion and creativity are powering the Positive Impact Plan. Pádraig Ó Ríordáin As we continue to reflect on and refine our initiatives and targets, Chief Legal Officer we’re determined to support local needs while using our global scale to lead sustainability across our industry. We’ll continue to look forward, setting ambitious goals and holding ourselves to account. Not just because it makes business sense, but because we know it’s the right thing to do. 17 Flutter Entertainment plc Annual Report and Accounts 2023

Strategic report Governance Other information Sustainability continued MATERIALITY We are committed to leading our sector in sustainability. In order to business. Our material impacts have not changed in 2023 but we do this, we have built our Positive Impact Plan on the sustainability have now mapped them against our four strategic pillars – issues most material to our business, creating our four key pillars Customers, Colleagues, Communities, Environment, all underpinned focused on customers, colleagues, community and the planet. by our Essential foundations. These pillars are underpinned by our continued focus on essential In 2024 we will start preparing to report against the EU Corporate foundations such as ethics and compliance, anti-corruption, anti-Sustainability Reporting Directive (“CSRD”) which we will comply with money laundering (“AML”) as well as data protection and in 2026. As part of that work, in late 2023, we carried out an update to management. our materiality assessment under the principles of “double We conduct materiality assessments to review what is most material, materiality” which consider financial materiality as well as impact gaining internal and external views. Our first materiality assessment materiality. The results of that double materiality assessment will be carried out in 2021 identified our top 15 issues. which were mapped shared in the next reporting cycle. out by investigating the actual and potential impacts across the 18 Flutter Entertainment plc Annual Report and Accounts 2023

Strategic report Governance Other information GOVERNANCE AND ACCOUNTABILITY The Board has oversight of the Positive Impact Plan with primary and each divisional CEO holding dedicated meetings additionally on responsibility for day-to-day oversight delegated to the Risk and at least a quarterly basis to review progress and identify any areas Sustainability Committee. The Risk and Sustainability Committee is where additional support may be required or new opportunities can supported by the Safer Gambling Sub-Committee, which provides be developed. dedicated support and focus to our Play Well strategy. The Safer At an operational level, we have a Sustainability Working Group which Gambling Sub-Committee met four times during 2023 and reported is responsible for mobilising strategy and ensuring appropriate on progress to the Risk and Sustainability Committee. engagement and progress across the Group, with representatives The Risk and Sustainability Committee continued to work closely with from key functions and each division participating in this working the Audit Committee, holding two joint meetings in 2023, for the group. In 2023, we continued our focus on building solid foundations purposes of overseeing the internal governance processes that and key enablers such as investing in appropriate technology support our sustainability ambitions and regulatory obligations. solutions to help us better capture, verify, assure, and improve our data capabilities across each Positive Impact Plan pillar. We expect Throughout 2023, the Board, through the Risk and Sustainability to see the results of these investments in 2024 as we roll out and Committee and the Safer Gambling Sub-Committee has maintained integrate our solutions. oversight of the four pillars of the Positive Impact Plan, receiving regular updates of progress against goals. The Risk and We have also developed global working groups dedicated to our Sustainability Committee maintains oversight of our evolving various pillars. These groups bring together experts from across each strategy, our response to regulatory and public policy change in division to share knowledge and continue to develop strategy and respect of safer gambling, social responsibility, changing climate- drive progress. This is a great example of our Flutter Edge in related disclosure requirements, and our workplace, including our operation. DE&I strategy. The Risk and Sustainability Committee received six We have continued to invest in central resources and expertise updates on the Positive Impact Plan in 2023. For a list of Risk and including appointing a new Group Head of Communities; a Group Sustainability Committee members and the Committee Charter see: Head of Sustainability Strategy and Engagement; a Sustainability www.flutter.com/about-us/corporate-governance/board-committees/. Project Manager; and Environmental Analyst. We are pleased with progress in 2023 and look forward to continuing to drive momentum The Executive team defines the strategy and ambition for our Positive in 2024. Impact Plan, with quarterly management reporting having been developed further during 2023. Key strategic initiatives are brought to the Executive Committee for review and overall approval. There is strong engagement from the Executive team, with the Group CEO 19 Flutter Entertainment plc Annual Report and Accounts 2023

Strategic report Governance Other information Sustainability continued 2023 HIGHLIGHTS 20 Flutter Entertainment plc Annual Report and Accounts 2023

Strategic report Governance Other information HELPING PLAY CUSTOMERS WELL Play Well underpins our entire business strategy and is Overview rooted in four key principles: We’re changing the game for good by providing education, tools and support to help everyone Play Well. Our customers are at the heart of everything we do, and we want them to have an entertaining, positive experience with us. Our goal is to have 75% of active online customers using one or Lead Progress Promote Positive Play more Play Well tools by the end of 2030. We’re committed to We want to promote investing in research, sustainable entertainment. These tools are part of our commitment to player wellbeing. They are innovation and We develop platforms and designed to empower people to maintain control and make informed collaboration. We listen to products designed to decisions, and foster a healthier, more responsible approach to gambling. our customers, colleagues, support a safe and trusted Because every customer is unique, we offer a range of tools tailored industry experts and critics customer experience. We to local markets, products and individuals, supporting positive play to develop new ideas. We educate, empower and and enabling intervention where markers of harm may be detected. want to define what a assist players to play Tools include deposit limits, activity statements, time out facilities, positive play experience positively, delivering a tailored pop-up messaging and budgeting support. looks like and lead the way world-class experience, We continue to explore new opportunities to develop tools that will in providing it. wherever they play. best support our customers, and ensure play remains fun, safe and sustainable. Our progress in 2023 We aim to lead the way on responsible play and made further progress in 2023 with continued focus on player wellbeing. We increased our investment to Ł81m, spending on frontline safer gambling specialists, Effective Interaction Support and Protect technology, tools and other measures along with marketing Play Well We want to have better We want to support our to our customers (2022: Ł60m). We achieved a 10.6% increase (or 4 conversations with our customers in every percentage points) globally in the proportion of active online players customers. We combine possible way we can. We engaging with at least one Play Well tool, ending the year at 44.9%. technology and data with recognise some need We leveraged our scale turning data insights from divisions in to a personalised approach targeted support or collective action through our new Global Analytics Working Group.. and to effectively interact intervention to stop falling Play Well specialists across the business came together in October for a where we identify signs of into negative play habits. global offsite to collaborate on emerging challenges and opportunities. potential harm. We help We support customers customers pause, reflect through robust internal We bolstered our reporting cadence, introducing a comprehensive and make positive choices. infrastructures, quarterly overview of initiatives, fostering transparency and ensuring partnerships and funding accountability across the Group. We continued to link remuneration new initiatives. to our Play Well strategy. As responsible gambling is at the core of our sustainability objectives, it remains the focus of our ESG-related remuneration as well as a demonstration of our commitment to positive play for all our customers. All Group annual bonuses contained a Play Well metric (see page 109). Externally, we launched our first Play Well Challenge in collaboration with Alpha Hub, our start-up partnership programme, and the Responsible Gambling Council (“RGC”). The Challenge offers seed funding and expertise to tech start-ups supporting innovation in responsible gambling and driving up industry standards with a focus on player wellbeing. We also launched our first global Play Well campaign in November (during the UKI and EU Safer Gambling Week) showcasing an array of initiatives from across our global Group. Looking ahead In 2024, we will continue to prioritise player wellbeing, analytics and evolving our programmes with robust measurement. We’ll focus on innovation, testing and improving our approach, and we will continue to raise awareness of Play Well with industry colleagues and other stakeholders, joining public conversations to help deliver positive change. 21 Flutter Entertainment plc Annual Report and Accounts 2023

Strategic report Governance Other information Sustainability continued Regional overviews International Our brands operate in a variety of local markets, each with their own Our International brands collectively increased use of Play Well tools cultural norms, customer preferences and regulatory environments. to 65.1% in 2023 – up 4.0 percentage points, or 6.6% on 2022. As our Guided by our four Play Well principles, divisions and brands tailor most geographically diverse division, local approaches are essential their approach with the local customer and context in mind. in this division. We continued to optimise and improve the range of tools available to customers, including for self-reporting and Australia identifying risk. After an extended period of advocacy seeking to elevate and create Divisional brands were a voice for change in highly regulated consistent standards in consumer protection across the Australian markets where we work closely with the authorities on incoming wagering industry, Sportsbet implemented the final three measures regulations, such as centralising self-exclusion arrangements in of the National Consumer Protection Framework including staff Ontario and cross-operator limits in Spain. In Italy, Sisal established training, consistent gambling messaging, and BetStop, the Australian the FAIR Foundation, the country’s first non-profit hub promoting National Self-Exclusion Register. responsible gaming and positive tool use to safeguard players BetStop enables customers to exclude themselves from all online cross-sector. and phone betting operators simultaneously for periods from three Sisal also began exploring a risk identification model for online months through to permanent exclusion. In addition, Sportsbet has customers. This included the introduction of an anti-dependence partnered alongside industry peers, through its industry body, algorithm (“ADA”) which received a patent from the Ministero delle Responsible Wagering Australia, to advocate for and achieve Impreses for industrial invention. Similarly, PokerStars began exploring regulatory reform which will ban the use of credit cards, delivering AI solution pilots with third parties to support our learning. new levels of protection to Australians. Credit card bans will be implemented in June 2024. We continue to go above and beyond our regulatory obligations with the aim of ensuring our customers Play Well. Sportsbet has invested in a Real Time Intervention (“RTI”) tool—an innovative product that predicts with high accuracy the upper limit of a unique customer’s next daily deposit (see page 24 for more). Sportsbet also launched a research programme in partnership with The University of Sydney to engage and understand customer attitudes to different tool use including the barriers against and PokerStars also began work on a programme to implement a Positive motivations to adopt deposit limits in Australia. Play Scale (“PPS”) survey, collaborating with psychologist Dr Richard Woods, from GamRes, who specialises in gaming behaviour. The PPS In 2024 we will continue to focus on progressing our data-led was developed in 2017 and is the first standardised scale to measure personalised approach, focusing primarily on advancing our RTI players’ responsible gambling-related beliefs and actions. capability. We believe this innovation has the ability to transform how we ensure our customers Play Well. By identifying factors including gambling literacy, honesty, control and pre-commitment, survey results will provide us with a better understanding of our players, levels of responsible play, strengths and weaknesses. The programme will initially focus on particular markets, with potential for learnings applied more broadly, meaning it could be extended to other licences and brands. Example of RTI in action: deposit placed on hold prior to customer contact. 22 Flutter Entertainment plc Annual Report and Accounts 2023

Strategic report Governance Other information US In 2023, FanDuel made important Play Well progress particularly with our Play Well tool usage which has increased from 8.6% to 16.6%. To drive greater focus internally, we moved the Sustainability and Responsible Gaming team to report to FanDuel’s company President. We also recruited a new Vice President with more than 25 years’ senior government and private sector experience to lead the Responsible Gaming team. Using our marketing capabilities to promote tools such as deposit and wager limits, we launched the latest version of our bespoke TV creative, The System, backed by significant media investment and aired throughout the football season. We also joined forces with the NBA, other leagues and operators, to launch a new responsible gaming campaign with a focus on young bettors. To further build our responsible gaming culture, FanDuel held its second annual Play Well Day for colleagues, educating and engaging them to deliver the strategy and recognising those serving as UKI Responsible Gaming Champions. We continued to place player wellbeing at the heart of our strategy, creating the Customer Safety Tribe in 2023, aligning nearly 300 Our support for non-profit partners continued, including a $100,000 colleagues focused on Play Well to support the UKI roadmap. We donation to the National Council on Problem Gambling’s (“NCPG”) increased our tech development squads from three to five; created a Agility Grants programme, helping to fund initiatives including new team dedicated to identification and intervention for customers problem gambling prevention for deaf and hard of hearing showing potential signs of risky behaviour; and increased our individuals. We also expanded support for research into gambling contribution to research, education and treatment to approximately behaviour at the International Center for Responsible Gaming Ł22m – up by c Ł5m on 2022. (“ICRG”). With regulatory change ahead, we responded to several consultations, We announced a new partnership with Front Office Sports to launch and further developed our technical platform to allow us to move at a first-of-its-kind, free educational course for sports professionals. pace in the area of financial vulnerability. Overall, we saw customer This aims to raise awareness of responsible gaming and promotes use of Play Well tools increase to 52.4% across UKI – up 4.5 tools like deposit and time limits. In September, we began promoting percentage points or 9.4% on 2022. player activity statements to customers through monthly in-app prompts to encourage awareness and reflection on one’s betting We responded to research highlighting the challenges customers activity, including deposits, bets, withdrawals, and bonuses. face when trying to set limits on their accounts by providing clearer net limits and resetting them on a calendar basis. This makes it In 2024, we will do more to promote responsible play, leveraging our easier for players to track and manage their spending. cross-functional team again to further develop, test and launch new Play Well tools. We will activate new creative campaigns to promote We also introduced a new feature to make it easier for Betfair, Paddy tool use, expand our work with league and team partners, and hold Power and Sky Betting & Gaming customers to close their accounts. our third Play Well Day for colleagues. UK Gambling Commission research found that one in three customers using self-exclusion tools were actually doing so to shut their accounts – not for the intended purpose of managing gambling concerns. By making it simpler for players to close their accounts, we are improving the quality of our self-exclusion data, and initial results showed a 50% reduction in customer contact about account closures. In December 2023 we launched our Profit and Loss tool through our Betfair and Paddy Power brands providing customers with an easy way to track their spend. Since launch, over 400k customers have viewed their personalised Profit and Loss page. In 2024, we will continue our focus on player wellbeing, responding to regulatory change and enhancing our risk models. We will also continue to launch new tools to empower more customers to Play Well. 23 Flutter Entertainment plc Annual Report and Accounts 2023

Strategic report Governance Other information Sustainability continued Leading progress in UKI Betfair and Paddy Power continued to lead progress, joining Effective Interaction in Sportsbet a groundbreaking pilot with other big operators. Sportsbet has developed an innovative Real Time Intervention GamProtect safeguards vulnerable customers through a new (“RTI”) product which aims to prevent harm rather than simply UK data-sharing service. When a player makes us aware minimise it after its commencement. RTI uses sophisticated they’re at risk of problem gambling, we continue to apply artificial intelligence technology to predict the upper limit of appropriate self-exclusion but now also share their details to a unique customer’s next daily deposit. When a customer the GamProtect register. exhibits depositing behaviour that exceeds their personal Operators in the pilot query the register daily and can identify predicted upper limit, a real time intervention is triggered. whether the same customer has an account with their brand, The intervention is proactive and is based on three categories allowing them to close it and further reduce potential for of risk, with the level of intervention matched to the risk harm. Since launch, over 3,000 customers have received category. We currently have a cohort of our customer base enhanced protection. enrolled in RTI, with the goal of achieving 100% of enrolled customers minus a control group by the end of 2024. We are tracking early positive signs that the tool is driving behaviour change, including increased adoption of deposit limits. Support and Protect in International Promoting Positive Play in FanDuel In 2023, Flutter funded the Responsible Gambling Council to carry out a cross-operator/jurisdictional research project on In 2023, FanDuel expanded its Responsible Gaming Ambassador gambling marketing and advertising within Ontario and New Programme to include global soccer icon Carli Lloyd and PGA Jersey markets. The first and second phases of this research TOUR rising star Tom Kim. They are partnering with us to raise have been completed and provide incremental findings towards awareness of responsible play and the tools we provide to the third phase of the project which seeks to address regulatory fans, including deposit, wager and time limits. and operational knowledge gaps through consolidating existing The Ambassador programme was developed to build a team evidence and emerging leading practices into: 1) an operator of external advocates, using unique voices and reducing roadmap; 2) an approach for global regulatory benchmarking; stigma. In 2021, acclaimed sports radio and TV personality and 3) policy recommendations for multi-layered operating Craig Carton became our first ambassador, and this year we environments. The Responsible Gambling Council is a respected, paired Carton with NFL legend Rob Gronkowski and FanDuel TV independent non-profit organisation and has been a leader host Kay Adams. They took part in a candid podcast-style in the prevention of problem gambling in Canada and discussion about problem gambling and in FanDuel FanDial, globally for 40 years. Its team of responsible gambling experts surprising fans with video calls and talking to them about our provides guidance with the operational knowledge required self-service responsible gaming tools. to support players. 24 Flutter Entertainment plc Annual Report and Accounts 2023

Strategic report Governance Other information WORK EMPOWERING BETTER COLLEAGUES TO Work Better is building a more diverse, equitable and inclusive workforce Data enhanced insights that is representative of where we live and work. Our message to Understanding employees through DE&I data is key to making the colleagues and stakeholders is clear: everyone is welcome and every right decisions and having insights to track and measure progress. voice matters. Our success depends on our people, and we are creating Our Reasons to Disclose and Every Voice Matters campaigns are a safe, supportive culture so everyone can thrive. building trust and encouraging colleagues to share their DE&I In 2022, we set out three diversity, equity and inclusion (“DE&I”) goals information. In 2023, we saw positive results, including strong which continue to be our focus: increases in disclosure rates in the following areas:Diversity: 40% of leadership roles below Board level to be held by women by the end of 2026. • Equity: Measure and report on pay performance, progression and +18.1% +13.0% +8.4% retention across different demographics by the end of 2023. LGBTQIA+ multicultural accessibilityInclusion: Use our internal feedback HR tool to measure colleague sentiment across different employee demographics. As the Group grows, we are leveraging our collective power to close Our progress in 2023 our gender pay gaps and create a workplace where difference is 1 valued. To demonstrate our commitment and be transparent, where Leadership roles held by women across the Group reporting is mandatory, we have provided more in-depth data than 50.0% is required, including publication of our second Irish Gender Pay Gap Report. To get greater insight into our people demographics, 40.0% 35.7% including gender, we have implemented new reporting for starters, 30.7% 32.9% 30.0% leavers and promotions. Supporting and enabling colleagues 20.0% Every Voice Matters is our ongoing internal campaign to communicate the Work Better pillar. In 2022, we launched our 10.0% Every Voice Slack channel to tell the stories of GAP ExCo Advocates, and in 2023 employees across Flutter shared their experiences. —% 2021 2022 2023 Global partnerships We enhanced GAP with global partnerships, providing targeted The Global Advocacy Programme (“GAP”) advice and development opportunities across the four focus areas. GAP has four focus areas and has been running across the business We began collaborating with Women in Hospitality, Travel and for a year, with continued top-level support from Executive Leisure (“WiHTL”), the community devoted to increasing diversity Committee (“ExCo”) Advocates: and inclusion in these industries. We sponsor WiHTL’s Women Non-Executive Director Programme, and our CFO, Paul Edgecliffe-Johnson, is a founding member of WiHTL’s CFO Committee. We also partnered with Stonewall, giving us access to learning and support with reviewing our policies to ensure LGBTQIA+ inclusivity. Looking ahead In 2024, we’ll continue to focus on improving employee experience and further building a culture that values and benefits from our diverse people, including responding to Parker Review recommendations in UKI. After a successful pilot in FanDuel in March 2024, we will host RISE a global Women’s Leadership Summit. Led by Amy Howe, CEO of FanDuel, it will provide a unique Through employee listening sessions, we began to better understand development and networking opportunity for 100 senior female the lived experiences and needs of our people in 2023 as we focused leaders across the Group – and be a catalyst for further activations. on 20 actions to meet commitments that ensure: We will continue to work towards our 40% women in leadership goal, • colleagues can freely, easily and safely express their needs at increase our reporting and use of data to drive decision making, work, and can experience and do anything that is open to and continue to deliver GAP to advance DE&I at Flutter. employees across the Group; 1. Based on a hierarchy definition of women in leadership (N to N-4). Executive and • people managers can understand their team’s individual needs Personal Assistants who sit at this layer in the hierarchy are excluded, with the and address them with ease; and exception of C-Suite Executive Assistants. • candidates understand and experience our DE&I initiatives and how they contribute to our four focus areas. 25 Flutter Entertainment plc Annual Report and Accounts 2023

Strategic report Governance Other information Sustainability continued Driving progress across our divisions Throughout 2023, we delivered a range of global and local initiatives to help us Work Better, a selection of which we feature here: Global recognition for Work Better Our DE&I initiatives were recognised externally, with 2023 wins including: Women in Gaming Awards – DE&I Wellness Initiative; SBC Awards – Employer of the Year; and EGR Operator Awards – Diversity and Inclusion Model of the Year. Global: Fluttering with Pride 365 We launched Fluttering with Pride 365 globally to ensure the LGBTQIA+ community feels welcome, every day of the year. From June to October, we ran our largest Pride celebration yet, with educational events across offices and employees attending Pride marches around the globe. UKI: Wellbeing Champions In 2023, 60 Wellbeing Champions were trained as Mental Health First Aiders in UKI. They offer confidential and empathetic support to colleagues, strive to break down the stigma surrounding mental health and drive wellbeing initiatives. Global: Every Culture Matters This year we launched Every Culture Matters, with a focus on multicultural initiatives and events, covering race, ethnicity, nationality and faith. We focused on cultural immersive experiences such as Diwali in November, and held a webinar and video series on UKI Black History Month in October. 26 Flutter Entertainment plc Annual Report and Accounts 2023

Strategic report Governance Other information Sustainability International: Career Management for Women and Inclusive Leadership Sportsbet: Gender Affirmation Policy We focused on senior leaders and support partners, expanding our career management programme and The Queer Squad – Sportsbet’s Pride network – not only providing over 50 women with tools to develop their careers. introduce themselves to all new starters at Culture Camp, We partnered with an external provider to create our first in 2023 they launched one of the most progressive gender Flutter International inclusive leadership programme, aimed affirmation policies in Australia, signifying everyone is at driving inclusive behaviours. welcome at Flutter. FanDuel: Black and Asian Leadership Academies and Bet on Black Summit Cluj: Marking International Day of Persons with Disabilities We partnered with McKinsey & Company to access its Black Leadership and Asian Leadership Academies for FanDuel Our Cluj Tech Hub invited the Founder of WeAreExtra32, and the employees. Both programmes will provide more than 70 President of Dog Assist to share their insights about disability, associates and managers with 30-plus hours of professional neurodiversity, and accessibility at our Cluj office to mark development. FanDuel also curated its first Bet on Black International Day of Persons with Disabilities. We also underwent Summit – to attract and develop Black technologists – a specialist accessibility and mobility review of our office and hosted its first Historically Black College Community space with a view to implementing positive changes in Connection Event, to identify potential early talent. the future. 27 Flutter Entertainment plc Annual Report and Accounts 2023

Strategic report Governance Other information Sustainability continued WORKING DO MORE WITH COMMUNITIES TO Overview In UKI, we stepped up our support with new initiatives including Paddy Power’s Ł1m partnership with Prostate Cancer UK and Sky Betting & Do More is our global commitment to give back to communities Gaming’s Building Foundations Fund, committing Ł6m over six years where we live, work and play. Supporting causes that have a positive to English Football League (“EFL”) club community projects. We impact on society, we are aiming to improve the lives of 10 million relaunched our flagship Cash4Clubs programme, providing 200 people by 2030. Through the collective passion of our people, scale local sports clubs with a Ł2,000 grant (Ł400,000 in total), and Betfair of our business, and partnerships with non-profit organisations, we announced a Ł250,000 collaboration with Rachael Blackmore to are taking action and making a difference in communities support the Injured Jockeys Fund through the Serial Winners Challenge. around the world. In the US, FanDuel continued its pledge to introduce a significant Our focus is on three areas: Sport & Play, Tech4Good and Health & community partnership with every new state licence. To mark new Wellbeing. We also provide support for disaster and emergency relief. state launches in 2023, it announced a $1m donation to non-profit Our progress in 2023 Operation Hope to promote financial literacy in Massachusetts, as well as a third $1m donation to the United Negro College Fund We continued to lay the foundations to Do More in the long term – (“UNCF”), working with universities to support students in financial and made real progress against our targets. Our contribution of need in Ohio. more than Ł8.3m to over 300 causes worldwide was up 181% on 2022 Flutter International continued its long-standing relationship with and, we estimate, improved over 1.1 million lives by the end of 1 2023 Right to Play with donations in excess of Ł300,000. Additionally, it bring our cumulative total to 1.5 million since 2022 baseline. launched two new partnerships with the homelessness charity BillyChip At a global level, we launched two new community partnerships with and a grants programme for local sports organisations in Brazil (see The Tour 21—Cure Leukaemia (see page 29) and International Mixed page 29). It also continued providing emergency relief, donating over Ability Sports. In addition, we launched our first Tech4Good Awards, Ł500,000 in aid following earthquakes in Turkey/Syria and Morocco. dedicated to helping start-ups that are using innovative technology Sportsbet continued to focus on homelessness with investments to address pressing social or environmental issues (see page 29). in long-term partner Orange Sky, a free mobile laundry service for To support our global commitment to enabling all colleagues to do homeless people, and Vinnie’s CEO Sleepout. It also continued at least two days’ volunteering, we introduced “OnHand”, the social support for the Million Dollar Fish in aid of Australia’s Northern and eco good app, to make it easier for them to give back to Territory communities. local communities. Supporting our colleagues to Do More In addition to our community partnership work, we are supporting our colleagues to Do More. In 2023, almost 2,000 colleagues volunteered for a wide range of team and individual activities in 2023, making a positive difference to people all over the world. Through our charity committees, our volunteer members distributed over Ł200,000 in small grants to local causes, rooting us firmly in the communities in which we operate. Flutter UKI and colleagues collectively raised over Ł600,000 for the UK’s Children’s Heart Surgery Fund, and Ireland’s Bumbleance which included our inaugural charity ball in Dublin raising €270,000 in one night. The Sportsbet team completed a 24-hour charity bike ride in Melbourne in support of two local charities—Hampas Youth Foundation and Pets for the Homeless, raising AU$3,800. Betfair Romania completed its ninth annual Walking Month, with a record 3,000+ participants from over 50 companies completing a billion steps in aid of Cluj’s first inclusive playground. Sisal organised Improving our reporting processes, data quality and governance multiple events during its Sustainability Month, with more than 200 is also key to us Doing More. We joined Business for Societal Impact colleagues volunteering 524 hours to help others. (“B4SI”) and are using its framework to report our contributions and impacts in the community. We also established our first Do More Looking ahead Global Working Group, improving accountability and collaboration In 2024, we plan to focus on embedding and further developing our as we continue growing our programmes worldwide. partnerships, and raising awareness of our commitments, progress Progress around the globe and impact among stakeholders. We want to engage more colleagues with Do More, support more of them to give back, Across all our brands and divisions, we have continued to build on improve our systems and expand OnHand. our long history of giving back to communities with many local 1. Lives improved includes 40% direct and 60% indirect lives improved as reported by schemes, just a few of which we have highlighted here. community partners. Where no data is available from Partners (25% of direct lives) we apply an average cost per head based on B4Si guidelines to estimate lives improved. 28 Flutter Entertainment plc Annual Report and Accounts 2023

Strategic report Governance Other information Case study: Sport & Play In 2023 Betfair International launched Esporte Futuro, a new programme to support small sports clubs in Brazil. Run in Case study: Tech4Good association with Global Giving, we distributed Ł100,000 in grants, supporting a range of programmes, from funding Our global Tech4Good Award highlights how technology can female football coaches to nurturing education through sport. address pressing social issues. Launched in 2023, we invited early-stage companies around the world to apply for a Ł10,000 grant and ongoing support through Alpha Hub’s global community of start-ups, academics, investors and corporate partners. More than 110 applications were assessed by a cross-brand panel of judges, with three winners: Accessercise, the first ever comprehensive fitness app for people with disabilities; Signapse, building AI solutions for clients which need sign language translation and interpretation; and Inclutech, designing tech products and services for public safety and digital inclusion. Case study: Health & Wellbeing In 2023, we announced a three-year relationship with Cure Leukaemia as headline supporter of The Tour 21. Up to 25 amateur cyclists from across the world completed all stages of the Tour de France, one week ahead of the professionals, and collectively raised Ł1m. The team – including two Flutter colleagues who took part in two stages – completed all 3,400km and were pushed to their limits. The money raised is being used to fund global trials aimed at finding cures for leukaemia, which is diagnosed somewhere in the world every 27 seconds. Case study: Vinnie’s CEO Sleepout Sportsbet’s CEO, Barni Evans, once again spent a night sleeping rough as part of the annual Vinnie’s CEO Sleepout to raise funds and awareness about the realities of homelessness. He was joined by Peter Harman, Sportsbet’s Chief Legal and Risk Officer, and other leading Australian CEOs, business owners and community and government leaders. Every night, more than 122,000 people experience homelessness in Australia. The CEO Sleepout is run by St Vincent de Paul, and the money raised helps fund critical services for the homeless including night patrols, Street to Home programmes and youth support services. 29 Flutter Entertainment plc Annual Report and Accounts 2023

Strategic report Governance Other information Sustainability continued GO REDUCING ZERO OUR ENVIRONMENTAL IMPACT: Overview Our proposed targets are: Go Zero is our plan to act on climate and reduce our environmental • to reduce absolute scope 1 and 2 GHG emissions 45% by 2030 from impact. We have set ourselves an ambitious goal – to reach net zero a 2022 base year, and reduce absolute scope 3 GHG emissions carbon emissions by 2035. 45% within the same timeframe, and We want to be play our part in moving towards environmental • to reduce absolute scope 1 and 2 GHG emissions 90% by 2035 from sustainability for the health of our planet, as well as future success a 2022 base year, and reduce absolute scope 3 GHG emissions of our business. This is why our brands around the world are taking 90% within the same timeframe. steps to track their carbon footprint and reduce their emissions. We want to reduce our own impact as fast as possible, uniting our We also know that we cannot do it alone, so as we reduce our own colleagues and equipping them with the tools, knowledge and operational emissions, we are also committed to leading change resources to drive action. Of course, protecting the planet goes across our sector; working with our suppliers, business partners, beyond our doors, with a significant portion of our carbon footprint and peers, to encourage them to do the same. coming from our value chain. In fact, 99% of our total reported What Go Zero means at Flutter emissions relate to our indirect operations. As these are beyond our direct control, we need to work in partnership with our suppliers, This work formed an important part of our Positive Impact Plan when utilising our scale to influence others to change the game for good. we launched in 2021, and in 2023, we made significant progress as we turned more of our strategy into action. To bring this approach together, our Go Zero Plan outlines six action areas that prioritise and direct our efforts on those activities where A key component of our Go Zero plan is our ambitious commitment to we can make the biggest difference and have the greatest impact reach net zero emissions by 2035. We had previously pledged to submit on emissions reduction. Where we can’t eliminate emissions, as a our targets to the Science-based Target Initiative (“SBTi”). We delivered last resort, we will invest in high quality carbon removal projects to on that commitment this year, and are now awaiting SBTi’s validation. neutralise what is left. Together, they form our Roadmap to achieve net zero. 30 Flutter Entertainment plc Annual Report and Accounts 2023

Strategic report Governance Other information Our progress in 2023 With our commitment to creating low-carbon spaces and improving Our plan for a net zero future is rooted in data. We are using it to track energy efficiency in mind, we carried out environmental impact our progress, to learn, adapt and continually improve. Last year, we reviews across 34 of our offices around the world, to better built the foundations for our reporting, as we quantified our Scope 1, 2 understand the operational impact from what we do everyday—and 3 emissions. This year, as we planned our Science-based Targets focussing on energy and fuel usage, use of paper, waste (SBTs) and net zero transition path, we recognised the need to invest in management, water usage and use of other consumables. During technology to support our efforts. We began onboarding Salesforce site visits and interviews with our Workspace teams, we identified Net Zero Cloud to streamline management of environmental data, examples of good practice that could be shared broadly, but also reporting and reduction activity tracking. In addition, we completed several opportunities for improvement, which relevant sites will now preparations to roll out the EcoVadis platform to help us scale our act upon. The project helped us engage positively with our site supplier engagement on sustainability and begin to capture their managers and gave us more clarity of what is within our direct emissions data and performance. control, and what is not. This in turn has helped us prioritise our work. We have also integrated Sisal—acquired in 2022—into our baseline, Accordingly, we have engaged an independent third-party and improved procedural documentation to address findings from consultant to help us work towards ISO 50001 Energy Management our third-party greenhouse gas (GHG) data assurance providers. accreditation for six office locations throughout 2024, with a view to learning from our work and expanding accreditation in the future. Moreover, this work is helping us to make more informed decisions about any new future offices, where environmental credentials are now part of our assessment process. To support our commitment to sourcing renewable energy, we reviewed the progress of our transition across our global retail and office portfolio. To close gaps on locations where transitioning our energy tariffs to renewables is not currently possible, we purchased Energy Attribute Certificates (“EACs”) equating to 9,200 MWh of renewable energy. Through our investment in these EACs and our existing renewable energy tariffs, we are pleased to report that we reached 100% renewable electricity for our retail sites and offices, thereby reducing our market-based Scope 2 emissions to zero. In addition, to strengthen our approach to climate-related risk management, we conducted scenario analysis with the support of an expert third party to help us better understand and define climate-related risks and opportunities (“CROs”) faced by our business and to enhance our Task Force on Climate-related Colleagues from Retail, Corporate Real Estate and Procurement Financial Disclosures (“TCFD”). These are described in more detail discuss their plans for Go Zero at our annual Playing for a Positive on pages 36 and 37. Future event. Finally, we have increased our resourcing at Group and divisional levels, and have begun developing a Go Zero playbook, which builds on our six areas for action, and an e-learning course to help colleagues understand our environmental impact and goals, as well as the actions they can take to help drive our Go Zero strategy. We aim to launch this course in 2024. Looking ahead Given the importance of data and insights to driving progress, in 2024 we will continue to enhance the quality of our data by implementing Salesforce Net Zero Cloud to future-proof our environmental reporting and disclosures. We will also develop and implement Net Zero Action Plans across offices, retail, travel and procurement, and outline key areas for investment, factoring in our climate risks and opportunities as we ramp our engagement of Go Zero with colleagues and suppliers, and step up efforts to reach our targets together. 31 Flutter Entertainment plc Annual Report and Accounts 2023

Strategic report Governance Other information TCFD OUR APPROACH TO TCFD In 2023, we made progress in aligning with the recommendations of For the remaining disclosures, we are aligned with the TCFD the Task Force on Climate-related Financial Disclosures (“TCFD”), recommendations as shown in the table below. including strengthening of our internal processes and conducting a This is our third consecutive report utilising this framework more granular risk assessment of our climate-related impacts, risks demonstrating our commitment to continuous improvement in and opportunities. our climate-related disclosures. In December 2023, the TCFD was In compliance with the UK Financial Conduct Authority’s (“FCA”) disbanded during COP28, and its responsibilities were transferred to rule LR 9.8.6R(8), this section provides a comprehensive overview the International Sustainability Standards Board (“ISSB”). We strongly of the Company’s adherence to the TCFD recommendations endorse the ISSB’s initiative to establish global standards for climate-and recommended disclosures under the four pillars: governance, related disclosures and our 2024 Sustainability Report will align with strategy, risk management, and metrics and targets. We have ISSB standards to provide robust and informative disclosures about continued to make progress in enhancing our disclosures in our climate-related risks and opportunities. line with the recommendations, particularly in relation to our For more details on our planned next steps for 2024, see the Metrics strategy disclosures as we conducted a robust climate scenario and Targets section on page 39. analysis (“CSA”). To move from “partially” to “fully aligned” with the strategy disclosures and associated climate-related metrics,, additional activity is ongoing as detailed on page 38 of this report. 32 Flutter Entertainment plc Annual Report and Accounts 2023

Strategic report Governance Other information CLIMATE GOVERNANCE We recognise climate change as a significant challenge and an Management’s roles and responsibilities opportunity. To navigate this complex landscape effectively, we are Management plays an important role in assessing and managing building a robust governance structure to ensure climate-related our CROs as part of our broader Positive Impact Plan. Our Executive risks and opportunities are appropriately integrated into our decision Committee (“ExCo”) establishes the overarching climate strategy making at all levels. and objectives, ensuring its alignment with broader business goals. We aim to ensure all colleagues are informed about our climate The ExCo, led by Group CEO (Peter Jackson) is comprised of each strategy by communicating our strategic plans and goals as part of divisional CEO, along with the Group CFO, CLO, COO, CPO and CIO. our on-going updates regarding our Positive Impact Plan. Regular The ExCo defines the climate-related strategy and ambitions and training sessions, where applicable, on climate change and its will seek approval from the Board on key matters, either directly or impact on the business equip our colleagues with the knowledge through its appointed subcommittees . The ExCo monitors progress and skills to help address these challenges effectively. For stakeholders against climate strategy and targets via a combination of the with direct responsibility for climate governance, we provide an Sustainability Working Group and the dedicated Group Sustainability enhanced level of training on topics such as climate change, current & Regulatory Affairs Team. The ExCo are briefed at least quarterly and upcoming legislation relating to climate and associated climate by the Sustainability & Regulatory Affairs Team, with deep dives on risks and opportunities. specific topics and matters arising where applicable. In 2023, the While we already employ processes and procedures to assess and Group’s proposed SBTs including net zero target and transition plans, manage climate-related risks and opportunities, we are committed were considered by ExCo before being presented to the Board to their improvement so that we can ensure our approach to climate for approval. governance is leading within the industry. In addition, the Sustainability Working Group, which is comprised In 2023, we further developed these processes and procedures by of representatives from key Group functions and each division, helps conducting our first climate scenario analysis (“CSA”), the results of to mobilise action on climate-related matters for the Group and which will help us further adopt our risk management framework as it’s divisions. the basis for identifying, assessing and prioritising climate-related For a detailed overview of our risk governance structure see page 45, risks and opportunities. See page 38 for further detail. and for our sustainability governance see page 19. The table below outlines the roles of the Board and its sub-committees in overseeing our climate-related risks and opportunities (“CROs”). Board oversight of climate-related risk and opportunities Governance body Role and responsibility Meeting frequency 2023 Actions and 2024 Plans Board of Directors Ultimately responsible for overseeing environmental, Briefed at least Bi-annually Actions in 2023: Approved the proposed SBTs, social and governance matters including approval of by the Risk and Sustainability net zero target. and transition plan. Chaired by the Group’s priorities, plans and targets in respect of Committee and/or Audit Plans for 2024: The Board will continue to John A. Bryant ESG and climate, and reviewing performance of Committee where applicable. prioritise ESG matters such as climate and same. Has established and delegated some reporting in line with recommended responsibilities to the Committees outlined below. See frameworks and directives, such as the CSRD. Pages 55-116, for further information on our Corporate Governance Risk and Sustainability Supervises the Group’s sustainability strategy and The Committee meets Actions in 2023: Oversaw progress against our Committee enterprise risk management, responsible for providing periodically as circumstances Positive Impact Plan pillars – including the Go Board oversight over climate strategy and risk dictate, but not less than twice Zero pillar for climate and a review of climate-Chaired by management, and monitors progress against targets. per year, to review the climate- related disclosure requirements. related risk management Plans for 2024: Continue to oversee progress of David Lazzarato framework, ensuring our Positive Impact Plan. Climate-related risks continuous improvement in our will continue to be a focus of risk assessments ability to identify, assess, and and workshops in 2024. mitigate climate-related risks. Audit Committee In co-ordination with the Risk and Sustainability The Committee meets at least Actions in 2023: Held two joint meetings with the Committee, periodically discuss with management quarterly, or more frequently Risk and Sustainability Committee to cover a Chaired by the Company’s internal procedures and controls as circumstances dictate, to range of topics including ESG oversight. Holly Keller Koeppel related to external ESG-related disclosures, including discuss matters including ESG. Plans for 2024: Monitor changes in regulatory any assurance or verification being provided by the reporting requirements and oversee project to independent auditor or other third party with respect more deeply integrate ESG reporting into the to such disclosures. financial reporting framework. Nominating and Considers the structure, size and composition of the The Committee meets The Committee will continue to consider ESG Governance Committee Board and its Committees and advises on succession periodically as circumstances matters as part of overall skills, experience, and planning for the Board and the Executive Committee, dictate but not less than twice knowledge, where necessary and appropriate. Chaired by so that the Board and Group retain an appropriate per year. mix of skills, experience, knowledge and diversity. John Bryant Compensation and Reviews Executive Director remuneration The Committee meets The Committee will continue to consider ESG Human Resources arrangements for Flutter and considers how to most periodically as circumstances matters as part of overall numeration Committee appropriately incentivise the delivery of our dictate, but not less than twice as appropriate. environmental, social and governance (“ESG”) policy. per year. Chaired by Alfred F. Hurley, Jr. 33 Flutter Entertainment plc Annual Report and Accounts 2023

Strategic report Governance Other information TCFD continued CLIMATE STRATEGY This year we undertook a robust double materiality assessment, ensuring this was conducted in alignment with the requirements of Time horizon Selection rationale the CSRD in which materiality is looked at through both impact and financial materiality lenses. In doing so we identified that climate Short term: • Allows for the assessment of short-term change remains a material issue for business, as described further 2030 physical and transition climate impacts on on page 18. business planning and capital allocation During 2023, we expanded the high-level climate change risk decisions which is a key element of the assessment we did in 2022 to improve our understanding of climate- TCFD recommendations. related risks and opportunities in more granular detail over the short, Medium term: • Allows for the assessment of medium-term medium and long term. We engaged an external third-party 2040 transition and physical impacts of climate advisory firm which used its proprietary tools and industry knowledge change. Particularly for transition impacts, to conduct our first climate scenario analysis (“CSA”). Using CSA the TCFD notes 2030 as a key year in the allows us to evaluate potential changes in the business landscape climate policy community and highlights over defined time horizons and to identify the implications of the usefulness of “harmonising company climate-related risks and opportunities across our business scenario time horizons” with these so as to operations and on our financial performance. By defining and “enhance comparability”. quantifying these risks and opportunities, we will be in a position to make better informed and more resilient strategic decisions in the future. Long term: • Allows for a more nuanced assessment of 2050 physical climate impacts which based on The CSA considers both physical risks and transition risks: IPCC modelling only begin to diverge after 2030 and follow different pathways • Physical risks – these may be acute (extreme weather events) or leading to different impact levels by 2050. chronic (long-term shift in weather patterns) which could disrupt commercial operations and location-specific sporting events. • 2050 is also now commonly cited by governments and businesses as the • Transition risks – these include changes in regulation, technology year to reach net zero emissions to achieve and stakeholder perception. the Paris Agreement goal of limiting global In alignment with TCFD guidance and industry leading practice, warming to 1.5°C and avoid the worst the data used for our CSA is based on a variety of sources including impacts of climate change. the Intergovernmental Panel on Climate Change (“IPCC”) Sixth Assessment Report’s (“AR6”) climate scenarios known as Representative Concentration Pathways (“RCPs”) as the basis for our physical risk CSA methodology and assumptions assessment and the International Energy Agency (“IEA”) guidance to inform our transition risk assessment. Three climate scenarios were Inputs: selected which were analysed across three time horizons. • All transition models use forecast emissions from our SBTi Climate scenarios transition planning which can be adjusted according to The high emissions scenario (Scenario 3) was used to stress-test changes in Company strategy. physical climate impacts as these impacts are most prominent in • Physical risks were mapped to the Intergovernmental Panel a high emissions scenario. The low emissions scenario (Scenario 1) on Climate Change’s (“IPCC”) Sixth Assessment Report’s was used to stress-test transition impacts as these are more (“AR6”) climate scenarios known as Representative prominent in a low emissions scenario. The moderate emissions Concentration Pathways (“RCPs”). scenario (Scenario 2) is characterised by the presence of both • Where assumptions were made for specific risks, these physical and transition impacts at a less extreme scale. See page 35 were referenced, e.g. carbon prices from the International for examples of drivers and levers for each scenario used. Energy Agency (“IEA”) have been used across the three Time horizons selected climate scenarios. The time horizons shown above-right were applied in conducting the Methodology: CSA. The TCFD recommends organisations select relevant short, medium, and long term time horizons when assessing their resilience • Scenario analysis involves forecasting financial impacts to climate impacts. This is also consistent with requirements to align using climate scenario variables to assess the resilience of with the CSRD. the organisation under various risks and opportunities for different climate scenarios and time horizons. • All models assume that no action is taken by the Group to minimise the impact of each the Group if the risks are left unmitigated, which helps drive strategy and risk management and is in line with current leading practice for TCFD disclosure. 34 Flutter Entertainment plc Annual Report and Accounts 2023

Strategic report Governance Other information Climate Scenarios: Example Drivers and Levers 35 Flutter Entertainment plc Annual Report and Accounts 2023

Strategic report Governance Other information TCFD continued Climate-related risks and opportunities The risks and opportunities listed here will continue to evolve over time. A comprehensive list of risks and opportunities were identified through Moreover, our risk registers will continue to capture other climate-related the CSA. The tables below outline the top climate-related risks and key risks where applicable. opportunities that were identified as being relevant to the Group, through the CSA. 36 Flutter Entertainment plc Annual Report and Accounts 2023

Strategic report Governance Other information Financial quantification and planning Resilience of strategy Based on our CSA assessment, physical and transition risks Our CSA was completed in Q4 2023. We identified that deemed significantly relevant under the selected transition risks are more material for the Group in the shorter timeframes, 2030, 2040 and 2050, and under low, moderate term, compared with physical risks—which become more and high emissions scenarios, were financially quantified. This material in the medium and long term. These results will be financial analysis will allow our teams to consider the analysed further during 2024 to better determine how our financial impact of CROs on our businesses and strategy and strategies will be affected by the identified CROs—across the will support mapping out and prioritising the potential different scenarios and timeframes. In addition, we will financial risks and opportunities associated with climate analyse how our risk management processes might need to change during 2024 and beyond. This mapping will be added adapt to address such potential CROs and the associated to overtime with each iteration of the CSA. financial impacts. We have committed to reach net zero emissions by 2035, and we’ve set targets in line with SBTi. Our plans for transitioning to a low-carbon economy have included financial considerations. Further detail will be made available once our transition plan is validated by SBTi. See page 30 for more information. 37 Flutter Entertainment plc Annual Report and Accounts 2023

Strategic report Governance Other information TCFD continued CLIMATE RISK MANAGEMENT Since 2022, when we first conducted a climate change risk assessment we have taken further steps in aligning our internal Step 1: Identification of CROs processes at both Group and divisional levels with the TCFD recommendations. Below we provide an overview of our ongoing A review of desktop research was performed alongside a peer progress during 2023. review to identify and understand current CROs within the Given our scale and the nature of our activities, which are worldwide industry. This process was conducted in line with our horizon in scope, it is critical that we ensure all responsible parties at Group scanning approach to identify potential threats, opportunities and divisional levels can collaborate on our strategic risk-based and emerging risks to allow better decision making. This approach to climate change. process resulted in a list of twelve risks, four physical risks and eight transition risks, as well as three opportunities. This year, as part of our preparation for the requirements of the CSRD Step 2: Assessment and scoring of identified CROs we embarked on a significant ESG reporting project overseen by our Group Director of Sustainability and Regulatory Affairs and facilitated Identified CROs were scored to assess significance, to by an external ESG Advisory Team. determine if the risk and opportunities identified had the Having conducted a high-level assessment of our climate-related potential to significantly impact the strategic measures of our risks and opportunities (“CROs”) in 2022, we have gone into greater Group. Identification of the top ranked risks used a scoring detail in 2023 engaging our Risk teams and applicable divisional SMEs process, based on impact and likelihood criteria, aligned to in building a bottom-up process for climate-related risks, applying our risk matrix and allowed further financial quantification of climate scenario analysis and financial impact quantification to these risks. Both physical and transition risks were considered better understand our CROs. Our Board and Executive Committee for financial quantification; four physical and two transition have received updates on our related plans and outcomes with risks were selected for further analysis and quantification. further updates planned in 2024, as part of a project to more deeply Step 3: Mitigation of Risks including next steps integrate ESG, including climate risk, reporting into the financial To begin the mitigation step, interviews were conducted with reporting framework. This progress highlights our commitment to the risk teams of selected divisions to understand the impacts improving our climate-related disclosures and strengthening the Go of climate-related risks in these regions, as well as to gain Zero pillar of our Positive Impact Plan. insight into the climate risk knowledge and appetite of the While the Group Risk function have oversight for Group-wide CROs, divisions. The insights from these interviews were considered the mitigation and management of specific CROs is delegated to the in the CSA process. relevant divisional and functional heads with the necessary support Our Group Risk team worked alongside external ESG advisers from our Group teams. to assign the recommended TCFD risk ratings, to mitigate, For 2023, we have identified and assessed our climate-related risks transfer, accept, control, to each of the identified climate-and opportunities through: related risks. 1. Horizon scanning During 2024, we will take further steps to assess suitable mitigation approaches for these risks and will further integrate Our horizon scanning process is led by our Risk teams and involves climate-risk into our risk management process, including stakeholders from across the organisation including our Group assessing the significance of climate risks relative to principal Sustainability team, divisional heads and risk managers. Certain risks. For additional next steps, please see page 40. climate-related emerging risks have been identified and managed through the horizon scanning process. They have been classed as an “emerging” risk since they represent a potential threat with an Further information on our CROs can be found in the Climate Strategy section uncertain timeline for impact. Horizon scanning helps us stay up to on date on the latest developments in relation to climate change which pages 34—37 include but are not limited to: existing and emerging regulation, Assumptions and uncertainties associated with the climate scenario analysis commercial and strategic topics, the technology landscape, political, can be found on page 34 socio-economic and environment. For more information on our horizon scanning process, see page 44. 2. Climate Scenario Analysis (CSA) Assessment The CSA assessment was conducted to evaluate potential changes in the business landscape over defined time horizons and to identify the implications of climate-related risks and opportunities across our business operations and on our financial performance. This was performed in line with our current risk management approach and the outputs of the CSA, the identified climate-related risks and opportunities and financial quantification, will be further integrated into our risk management. We will undertake CSA on a regular basis and will continue to refine and adapt our processes as our business and climate knowledge continue to evolve. The process we have undertaken for CSA up to Q4 2023 is explained below and is in-line with the TCFD recommendations and the first three steps of our risk management approach as outlined on page 46. 38 Flutter Entertainment plc Annual Report and Accounts 2023

Strategic report Governance Other information CLIMATE METRICS AND TARGETS We are committed to transparent reporting of our environmental The table below details electricity consumption in megawatt-hours data and produce an annual greenhouse gas (GHG) emissions (MWh) broken down by the country of use, along with the percentage inventory (carbon footprint) in accordance with internationally of total usage for all Flutter-associated offices and retail sites: recognised standards such as the GHG Protocol and the Global Reporting Initiative (GRI). For detailed insights into our methodologies Country Usage (MWh) Usage share (%) and boundaries, please see page 122. The GHG data highlighted with UK 18,042 36 % a blue tick has been subjected to a limited assurance engagement in accordance with ISAE 3000 Revised, Assurance Engagements Italy 11,664 23 % Other than Audits or Reviews of Historical Financial Information Ireland 10,314 21 % (ISAE3000) and ISAE 3410, Assurance Engagements on GHG US 2,849 6 % Statements (ISAE3410). Please see Assurance Statement on page 120. In 2023, our GHG emissions totalled approximately 487,220 metric RoW 6,837 14 % Total 49,706 100 % tones of carbon dioxide equivalent (tCO2e), which represents Scope 1, 2 (market-based) and Scope 3 emissions. While this represents a 49% increase from our 2022 baseline year, it is primarily attributed to Scope 1—Direct Emissions Company expansion, heightened activity, and increased spending. Scope 1 emissions account for about 1% of our total carbon footprint. Ensuring data accuracy and reliability remains paramount as we These emissions predominantly stem from our Company fleets as strive to report with rigour and demonstrate progress towards our well as natural gas consumption, and refrigerant leakage across our targets. Throughout 2023, we bolstered our environmental data retail and office sites. systems and processes. Significant investments in software and Scope 2—Indirect Emissions (Purchased Electricity) resources facilitated a comprehensive review and refinement of our Our Scope 2 emissions are derived from our use of electricity. In 2022, we procedures and calculation methodologies. Substantial efforts were only reported our Scope 2 emissions as location-based, which did not dedicated to leveraging robust estimation models and regression account our use of renewables energy. However, as part of our SBTi analysis techniques to fill data gaps effectively and heighten target submission this year, we needed to calculate Scope 2 emissions assessment accuracy. using both location-based and market-based methodologies for 2022 An additional advancement was the seamless integration of Sisal’s (baseline year), meaning we’re now able to retrospectively report our emissions into our environmental footprint and reporting framework, Scope 2 market-based emissions for 2022 alongside 2023. achieved through collaborative efforts and alignment between Sisal Our Scope 2 market-based emissions for 2022 were 4,148 tCO2e. This and the Group. year. they can be reported as zero, as a result of our purchase of These developments underscore our commitment to data-driven Energy Attribute Certificates (EACs). While our primary focus remains sustainability approaches, resulting in the update of our baseline on transitioning sites to renewable tariffs, we use EACs as a means to year emissions for 2022, for more information see page 122. close gaps on locations where transitioning energy tariffs to renewables is not currently possible. A total of 9,200 MWh of Detailed figures for 2023 data are provided in the GHG table below. renewable energy was purchased via EACs, which represents less than 20% of our total global energy use for Scope 2. Three year history of GHG emissions (Scope 1, 2 and 3) Scope 3—Indirect Emissions (Value Chain) Reporting year Scope 3 emissions are by far the biggest proportion of our carbon Metric Unit 2023 2022* 2021 footprint, accounting for about 99% of emissions. Whilst these are Scope 1 tCO e 4,518 4,673 854 indirect emissions generated by our value chain, we recognise the 2 importance of working with our suppliers to support them to take action. A full breakdown of the Scope 3 categories is shown on the Scope 2 (location-based) tCO2e 13,824 15,018 10,288 next page. Scope 2 (market-based) tCO2e 0 4,148 — In 2023, we observed a ~50% increase in these emissions, however, Scope 3 tCO e 482,702 318,936 3,853 this can be attributed to two key reasons. Firstly, our current method 2 of estimating emissions heavily relies on a spend-based Total emissions** tCO2e 487,220 327,756 14,995 methodology, excluding business travel, which means that our Revenue $m 11,790 9,463 8,308 emissions will increase with our Company’s expenditure and growth, Revenue intensity tCO e/$m 41.32 34.64 1.80 unless other sources of data are factored in. Secondly, this year 2 Department for Environment, Food and Rural Affairs published new * 2022 emissions have been updated to include Sisal acquisition, and enhanced emission factors, with many spend categories having higher estimation methodology utilised, see page 122 for more detail. associated multipliers compared to those leveraged for 2022. Our ** Total emissions for 2023 and 2022 calculated using market-based method. learning here is that, whilst spend-based analysis has been useful for understanding our Scope 3 impacts, we recognise the limitations of this method, especially given it does not account for reduction measures undertaken by our suppliers. As such, a key objective of our Go Zero strategy is to engage with our suppliers in order to gather more primary data, that will give us a more accurate and comprehensive understanding of our value chain emissions. For our top climate-related risks, see page page 36 39 Flutter Entertainment plc Annual Report and Accounts 2023

Strategic report Governance Other information TCFD continued GHG Category Breakdown Targets The below table provides a breakdown of Flutter’s 2023 emissions by In September 2023, we submitted our net zero targets to the SBTi in Scope and Category: accordance with a 1.5°C emission scenario and the SBTi’s standards and recommendations. At the time of this report, our targets are Emissions currently undergoing validation by SBTi, but we have begun planning Scope Category (tCO2e) % of total and implementing our transition pathway which involves reducing our absolute Scope 1, 2 and 3 emissions by 2035. As part of this, the Scope 1 Mobile Combustion 3,166 0.6 % GHG Protocol has been adopted as our reference for greenhouse Scope 1 Stationary Combustion 1,231 0.3 % gas (“GHG”) reporting and calculation procedures and we have set 2022 as our new baseline. Scope 1 Refrigerant 121 — % We will publicly report on our progress and will release further detail Scope 1 P Total 4,518 0.9 % once we have SBTi approval. See pages 30 and 31 for further Scope 2 location-based 13,824 information on SBTi including our targets and drivers. P Scope 2 market-based 0 Following on from our climate scenario analysis, we will identify and P implement metrics and targets for significant climate-related Scope 2 P Total 0 0.0 % physical and transition risks and financial opportunities. We do not currently have climate-related metrics that are linked to executive Purchased Goods & Scope 3 Services 406,251 83.4 % remuneration, like we have for responsible gambling (see page 109). This will be periodically reviewed by our Risk and Sustainability Scope 3 Capital Goods 26,910 5.5 % Committee in conjunction with our Compensation and Human Resources Committee. We do not currently have an internal Fuel & Energy-related carbon price. Scope 3 Activities 3,542 0.7 % Waste generated in Looking ahead to 2024 Scope 3 operations 53 — % Scope 3 P Business Travel 22,561 4.6 % During 2024 we will continue to deepen the understanding of Scope 3 Employee Commuting 5,587 1.1 % our impacts on climate change, strengthen our resilience to climate-related risks and seek to identify ways of capitalising on climate-related opportunities. This will include: Scope 3 Upstream Leased Assets 7,513 1.5 % • reviewing climate-related risks and opportunities (“CROs”) Downstream Transportation & identified as significant by our climate scenario analysis and Scope 3 Distribution 3,314 0.7 % conducting further analysis to assess their financial impact End-of-Life Treatment of and the relative importance of physical and transition risks to different business divisions given the varying level of risk Scope 3 Sold Products 294 0.1 % in different geographies; Downstream Leased • further analysing our value chain, for example, the impact Scope 3 Assets 6,677 1.4 % of procured third-party data centre services; Scope 3 Total 482,702 99.1 % • enhancing governance in relation to CROs by compiling Total a plan to ensure these are understood and monitored by Emissions** market-based 487,220 100.0 % management through identifying and agreeing core metrics and targets for climate-related issues; ** Total emissions and % calculated using market-based method • prioritising and integrating CROs into our broader risk P denotes limited assured metric management and financial planning processes, aligning our strategic planning with the evolving landscape of climate-related issues over short-, medium- and long-term horizons; • continued enhancement of our reporting by moving towards the ISSB framework and releasing further detail on our transition plan and progress towards our 1.5°C targets; and • further enhancing our data systems and data collection procedures to obtain more precise emissions data across our value chain. 40 Flutter Entertainment plc Annual Report and Accounts 2023

Strategic report Governance Other information Business integrity policies ESSENTIAL FOUNDATIONS: BUSINESS INTEGRITY POLICIES Building a culture where we operate responsibly, honestly, fairly and • facilitating the financing of terrorism; in accordance with the law is essential to us and a key foundation • making disclosure to a person which is likely to prejudice a of our Positive Impact Plan and our business. Our Code of Ethics money laundering and countering the financing of terrorism provides an overarching framework in terms of our approach to investigation (see definition for tipping off); and ethics and business integrity, supported by detailed policies covering key areas of compliance relevant to our business. We have embedded • engaging in any activity that might lead to a breach of processes to enable reporting of perceived or actual violations of this standard. policies or other misconduct, and to protect those who have come forward to make a report. Sanctions We are committed to complying with all economic and trade Group Code of Ethics sanctions in the jurisdictions in which we operate. Our policy makes It is the responsibility of everyone at every level to help build and clear that we shall not conduct any business activities that would maintain a culture of integrity and compliance. All colleagues are breach applicable sanctions or export controls, including required to comply with our Code of Ethics and our compliance commencing or continuing customer relationships, purchasing or policies, and to report any perceived or actual violations of policies providing goods, products, technology, software or services, or or other misconduct. Our Code of Ethics sets out our clear facilitating transactions by third parties. These expectations also expectations in this regard and details the processes for colleagues apply to Flutter Associates and we reserve the right to suspend any to follow. This responsibility includes protecting those who have customer, employee or third-party relationship that is deemed come forward to make a report. contrary to relevant laws and/or where a breach of our policy occurs. Code of Ethics mandatory training Flutter Associates are strictly prohibited from: The Code is embedded in everything we do. All colleagues are • conducting any business or activities that would breach required to undertake annual mandatory e-learning training. This applicable sanctions or export controls; and training aims to align everyone with a shared understanding of our • onboarding or continuing a business relationship without prior core values, emphasising the principles of honesty, integrity and approval from Compliance or local Sanctions Officers for business respect. It also provides a framework for handling ethical dilemmas transactions involving embargoed and high-risk countries, and potential conflicts and how to promote trust and accountability products and services. within our business. Our training completion rates are monitored and reported to the Risk and Sustainability Committee as part of Anti-bribery and corruption regular updates. We have a zero-tolerance approach to bribery and corruption. Whistleblowing 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 Our Speak Up platform, supported by our Whistleblowing Policy, is in anything that could be perceived as such. We expect the same from place to encourage colleagues to raise issues regarding any serious all Flutter Associates. Flutter Associates are strictly prohibited from: concerns they may have or possible improprieties in matters of • offering, promising or making a payment, gift or hospitality with financial reporting, ethical or policy violations, or other matters on the expectation or hope that a business advantage will be a confidential basis. We remind colleagues of our zero-tolerance received, or to reward a business advantage already given; policy prohibiting retaliation against any employee who makes a report. We have increased our reporting channels to include digital • requesting or agreeing to receive or accept a payment, gift or reporting methods to ensure our colleagues are able to report hospitality in the expectation or belief that a business advantage concerns to their managers but also in a private and confidential will be awarded, or as a reward for an advantage already granted; manner through our Speak Up platform, should they wish to. • bribing an individual in public office or public service; Anti-money laundering (“AML”) and countering the • making a facilitation payment to any individual or corporate entity; financing of terrorism (“CFT”) We are committed to complying with all AML and CFT laws and • threatening or retaliating against another individual who has regulations in the jurisdictions in which we operate. We have refused to commit or refused to collude to commit a possible established policies and processes designed to prevent the use of bribery offence or one who has raised concerns under this our products or systems to launder criminal proceeds, to finance standard; and terrorism, to evade taxation, or to bypass applicable AML and CFT • engaging in any other activity that might lead to a breach of laws. We make clear that we expect not only our colleagues, but also this standard. customers, business partners and third parties or associated persons acting on our behalf (Flutter Associates) to comply with them, and We have in place policies, procedures, training, management we reserve the right to suspend any customer, employee or third- systems and internal controls to prevent and detect bribery and party relationship that is deemed contrary to relevant laws and/or corruption, including requiring risk-based due diligence to be carried where a breach of our policy occurs. Flutter Associates are strictly out on individuals and companies which will perform services for or prohibited from: on behalf of the Group. These obligations are set out in our Code of Ethics and anti-bribery and corruption policies and procedures, • facilitating money laundering by concealing, disguising, converting which all colleagues are required to adhere to. This also includes or transferring criminal property; guidance on receiving and offering gifts and hospitality involving • facilitating money laundering by acquiring, using or having any public official. possession of criminal property; 41 Flutter Entertainment plc Annual Report and Accounts 2023

Strategic report Governance Other information Business integrity policies continued Modern Slavery Statement Health and safety In 2023, we continued to focus efforts on extending the tools we We recognise the importance of health and safety, and we are employ to screen our suppliers more effectively for risk or exposure committed to ensuring the wellbeing and safety of our colleagues to instances of forced labour and human trafficking. We monitor our and customers across our Group, including in all our corporate suppliers more broadly across the business, commensurate with offices and retail betting shops. We ensure that our policies and their risk profile. This allows us to screen new and existing suppliers procedures comply with relevant local safety, health and welfare at more effectively against a range of harmful activities, including the work legislation, as appropriate. risk of modern slavery within their operations. We have created a Global Health and Safety Framework to ensure Our Modern Slavery Statement can be found in full at: www.flutter.com/ we maintain one consistent approach to health and safety modern-slavery-statement/ management within the worldwide organisation. Key to this is the creation and delivery of a Three-Year Strategic Roadmap, which has Human rights resulted in the development of global policies, standards and procedures which will drive compliance within the brands, regions We are committed to upholding the United Nations’ Universal and countries where we operate and ultimately an improved safety Declaration of Human Rights. We are proud to support human rights culture across our operations. through our policies which require colleagues to behave ethically Utilising our online training platform and through focused and to respect the human rights of our colleagues and other campaigns, we are providing our teams with the tools, stakeholders in the business. understanding and capability to carry out their activities and roles Equal opportunities safely and in compliance with both legal and industry standards. We are committed to equal opportunities and diversity in our Supply chain workplace and will not tolerate harassment, discrimination, This year, we have been taking steps to embed sustainability more victimisation or bullying. We recruit, employ and promote colleagues effectively into our Procurement function and build the foundations based on their qualifications and abilities. Our Equal Opportunities for better supplier engagement with regards to our Positive Impact Policy states our commitment to a policy of equality of opportunity Plan. We initiated a review of our Supplier Code of Conduct to ensure and treatment in our employment practices. Details of our DE&I it better reflects our ongoing commitment sustainability, more strategy can be found on page 25. clearly outlines the expectations we have of suppliers to collaborate We do not discriminate on any grounds, including gender, sexual with us to deliver our Positive Impact Plan, and also reinforces our orientation, marital or civil partner status, gender reassignment, race, expectations on upholding key standards with regards to religion or belief, colour, nationality, ethnic or national origin, disability Environment, Social, and Governance (ESG). In addition, we or age, pregnancy, trade union membership, or part-time or onboarded EcoVadis; a globally recognised business sustainability fixed-term status, and take appropriate steps to accommodate ratings platform, to help us gather more data and insights on the requirements of an individual’s religion, culture and supplier ESG maturity. In 2024, we plan to leverage EcoVadis to help domestic responsibilities. us scale our supplier engagement and streamline how we manage supplier risk and performance monitoring on ESG.

Strategic report Governance Other information Risks UNDERSTANDING AND MANAGING OUR PRINCIPAL RISKS At Flutter, we are proud to be the global leader in betting and Risk management programme gaming. We believe that proactive identification, assessment and We have continued to enhance our approach to risk management, management of the risks and uncertainties facing our business and delivering against our strategic roadmap and building our risk industry is an integral part of how we can grow a sustainable and processes, capabilities and governance structures across the Group resilient business. Risk management is ingrained in our culture and to ensure efficient reporting and accountability for risks. We have informs decisions that drive the delivery of our strategic objectives: dedicated risk management teams in our businesses, supporting our • Our risk management community delivers risk and control insights, colleagues in managing their risks locally and globally across the Flutter tools and oversight, supporting our people to manage risk as part Group. Flutter’s risk management framework drives an aligned approach of their daily responsibilities. for the identification, mitigation, management and reporting of our risks, enabling Board oversight of risk management, as well as horizon • Our governance structures provide ongoing oversight of our risk scanning exercises which identify and prepare the business for management strategy and risk profile. emerging threats and opportunities that could emerge over the • Our processes allow our people to make informed decisions that medium term in our operations. fuel growth and drive sustainable commercial success, scanning Business resilience the horizon for challenges that we might face. Protecting our customers, colleagues, reputation and assets is core • Our risk management communities leverage our scale and to Flutter’s aim of sustainable growth and success. Global external enhance our risk management practices and standards, globally events continue to highlight the importance of robust operational positioning our diverse business for success. resilience to organisations, and in 2023 we continued to enhance our Flutter Group resilience programmes, including our crisis preparedness. We perform periodic crisis simulations with key personnel across senior management, executive management and our Board of Directors. We continue to align our resilience activities across key functions, further improving our response agility and effectiveness across Flutter Group. Climate-Related Risks and Opportunities 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 and strategic approach to climate change, and we continue to align internal processes with the recommendations of the TCFD. In 2023, we commenced a climate change risk analysis as part of our programme of work to reduce our environmental impact. We are using the assessment to understand the consequences of the physical effects of climate change on major sporting events and the financial effects on our sports betting business and profitability. The outcome of the assessment will be used to deploy actions to further embed climate risk into our risk management processes and to guide management decision making. More in-depth information on our progress and plans, relating to climate-related risks and opportunities, can be found on pages 32-40 43 Flutter Entertainment plc Annual Report and Accounts 2023

Strategic report Governance Other information Risks continued 2023 highlights Policy governance US listing preparation We operationalised our policy governance framework in 2023, Flutter has taken a secondary listing on the New York Stock deploying common policy lifecycle management to all Group Exchange, which sees Flutter being subject to additional US policies. This included standardised methodologies and regulations and to oversight from US authorities. Much work templates, the establishment of centralised policy governance, was undertaken to ensure governance, risk management and the rationalisation and alignment of all legacy policies and the assurance capabilities would satisfy additional requirements deployment of an enhanced central repository of Group policies and expectations. to enhance employee awareness. Risk management processes Horizon scanning Given the dynamic nature of risk and the agility of our Our process reviews the wider landscape of emerging risks business, our risk management programme and processes and opportunities faced by Flutter globally. Our divisions, operate at all levels of Flutter. Effective operation of our risk subject matter experts and leadership teams input into this management processes supports the performance of our process which includes risk assessments, targeted workshops brands, our divisions and the Group as a whole. and expert discussions to yield a Group-wide view. Examples include accelerated digitalisation and technological advances, and evolving skills requirements and shortages. See page 46 Key priorities for 2024 Looking ahead, some of the key areas of focus for risk management include: Aligned assurance Risk culture and our people We consider aligned assurance as the co-ordination and Our people are at the heart of what we do. We believe a positive alignment of governance, risks, controls testing and other risk culture enables our people at every level to incorporate risk assurance activities across the risk control community to co- management as an intrinsic part of their day-to-day activities. ordinate and drive efficiency, insight, reporting and A key priority of our risk strategy is to create a culture of effective management of risks in accordance with Flutter’s risk appetite. risk management that powers growth. Further enhancements to Further enhancements to our framework, co-ordination and our education and messaging are planned for 2024. data governance are planned for 2024. 44 Flutter Entertainment plc Annual Report and Accounts 2023

Strategic report Governance Other information Risk governance structure Our risk governance within the Group enables agile decision making, escalation of material matters and transparent reporting and drives a positive and proactive risk culture amongst our people. We deploy the three lines model to support the Board to fulfil its responsibilities for risk management. 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 oversight of the Group’s culture, value and purpose. Other Committees Risk and Sustainability Committee Audit Committee Committees include: the Nominating Responsibility for ensuring our first and Responsibility for ensuring the integrity of and Governance Committee and the second line functions are performing the Group’s financial reporting and Compensation and Human Resources their roles in managing risk across the internal control and risk management Committee. Each Committee Chair divisions and the Group. In addition, it is systems, as well as reviewing the work formally reports to the Board following responsible for overseeing the Group of the Internal Audit as a third line their meetings and makes any sustainability strategy (including function and considering the reports recommendations to the Board in line considering climate change), the presented by the external auditor. On an with their Terms of Reference. Refer to Group’s reputation, and monitoring and annual basis, the Audit Committee the Governance section on page 59 for providing challenge on the principal and performs an effectiveness review of the further information. emerging risks facing the Group. risk management programme. Executive Committee Executive Risk Committee Day-to-day management of the business and operations. Chaired by the Chief Legal Officer, this Committee has the Execution of the strategy is delegated to the Chief Executive responsibility for identifying, assessing, monitoring and challenging Officer and the Executive Committee. material risks and taking advantage of opportunities for the Group. 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. First line Second line Third line Executive management through to our Advisory and oversight functions Group Internal Audit team operational teams in our divisions with responsibility for: with responsibility for: with responsibility for: • oversight and reporting of reporting • providing independent challenge • risk ownership: know their businesses, risk, control quality and emerging and assurance that risks are know their processes and hence risks; appropriately managed; know their risks; • providing guidance and subject • systematic evaluation and • decision making driven by risk/ matter expertise to first line in monitoring of controls including reward trade-offs; relation to risk management internal control framework and practices; and operational effectiveness of controls; • establishing and developing the and divisional risk and control • setting and maintaining policies and environment; the internal control framework. • identifying efficiencies and process improvement opportunities. • managing risk events and decisions Our Group functions including Group within appetite; and Legal & Commercial, Group Technology, Group Finance and Group • identifying and quantifying risks. People reinforce and complement the divisional second lines, and provide further advisory, assurance and oversight capabilities. 45 Flutter Entertainment plc Annual Report and Accounts 2023

Strategic report Governance Other information Risks continued Monitor and reassess risk Identify risks considering mitigation and report Our Group-wide process identifies material and emerging risks Management is responsible for monitoring controls and progress across the divisions and wider Group. 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. Assess and quantify risks Continuous review Analyse risks and controls and evaluate the commercial, strategic, The risk management process is continuous and evolving; principal regulatory and other impacts, as well as the likelihood of occurrence. and emerging risks are reported to both the Risk and Sustainability and Audit Committees, and more regularly through the Executive and Divisional Risk Committees. Develop action plans to manage and mitigate risk Risk owners assess effectiveness and adequacy of controls. If additional mitigation is required, these are identified, and action plans detailed with responsibilities assigned.

Strategic report Governance Other information 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 current1 and medium-term time periods have been considered. This process also complements our Group horizon scan, as detailed on page 38. 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. Key: Links to strategy: Residual Rating: score determined by impact multiplied by likelihood. Invest to win in the US Impact: Impact on the business if the risk materialises. Grow our gold medal positions in core markets Likelihood: Likelihood of occurrence of the risk in the next three years after taking into account mitigation activities by the business. Build on our network and invest for leadership ï®ï€ Significant positions across international markets ï®ï€ High ï®ï€ Medium ï®ï€ Low Principal risk/ Why we need to uncertainty manage this How we manage and mitigate the risk Residual rating US growth delivery and competition Links to strategy: Risk category: The successful execution of the • We continue to establish and maintain strong Rating: • Strategy growth strategy for the US commercial relationships with our market access ï®ï€ Future trend: business across all states, its partners and strategic media partners to secure brands and partnerships is critical access to new markets and maintain growth. • Stable to our long-term commercial • We invest in people, product and brands to success. Challenges to the Risk owner: acquire further market share and to maintain the successful execution include the agility, scalability and leading market positions. • CEO(s) scale and complexity of the US markets, commercial conditions • We continue to develop our in-house technology and regulatory environments stack, including our proprietary global betting across states and various forms of platform for the provision of sports betting, to competition. 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. • Political and regulatory engagement to promote commercial success. 1. 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 and regulatory and third-party dependencies, and our emerging risks. More in-depth information on our climate risk management can be found on pages 32 to 40. 47 Flutter Entertainment plc Annual Report and Accounts 2023

Strategic report Governance Other information Risks continued Principal risk/ Why we need to uncertainty manage this How we manage and mitigate the risk Residual rating Changing legal, regulatory and tax landscape Links to strategy: Risk category: The complex and constantly • We have dedicated internal and external Legal, Rating: • External dynamics changing regulatory Regulatory, Compliance and Tax teams covering ï®ï€ Future trend: environments in which we all material regions with responsibility for working operate, in terms of multiple with, and advising management on any • Stable jurisdictions, tax regimes and upcoming regulatory changes, to set appropriate licensing obligations, can make it policies, processes and controls to adapt and Risk owner: commercially challenging for us to ensure compliance. • CLO(s) operate, or impact our ability to • Our regulatory profile continues to improve with grow at pace. an increased proportion of revenues coming from regulated markets and a continuous focus on reducing exposure to higher risk jurisdictions. • For material markets, we regularly 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. • Flutter and its divisions have dedicated Corporate Affairs teams and hold memberships with key associations and industry groups. We, both individually and through these groups, constructively engage regulators, governments and wider stakeholders to drive proportionate, transparent and reasonable regulation and taxation in the industry. Cyber and technology resilience Links to strategy: Risk category: We are dependent on technology • We invest in our proprietary technology and Rating: • Cyber security to support our products, business resources to improve technology resilience, ï®ï€ activities and customer eliminate single points of failure and drive • Technology operations. Our technology stack, better performance. Future trend: cyber maturity and resilience • We invest significantly in cyber security resources, capabilities across our expanding • Stable capabilities and technologies, and work with a Group vary and may increase the variety of external security specialists to ensure Risk owner: volume and impact of exposures security arrangements and systems are • CIO(s) or events, which could lead to appropriate for our evolving threat and continue financial loss, data breaches, to follow leading practice. regulatory action and reputational damage. • We maintain Group-wide cyber policies detailing our key cyber topics and control standards, with periodic review and approval, in addition to internal and external annual assessment of security maturity. • Our internal assurance providers provide ongoing assessment of cyber security controls implemented to protect against key risk topics. • 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 incident response processes, cyber resilience and proprietary technology stack. 48 Flutter Entertainment plc Annual Report and Accounts 2023

Strategic report Governance Other information Principal risk/ Why we need to uncertainty manage this How we manage and mitigate the risk Residual rating Compliance with existing legal and regulatory landscape Links to strategy: Risk category: The interpretation and ongoing • For the jurisdictions in which we hold a licence, Rating: • Legal and compliance compliance with complex and dedicated divisional compliance teams work closely ï®ï€ Future trend: multiple regulatory and with the business teams to monitor ongoing legislative requirements compliance and continuously enhance our processes • Stable applicable to the Group’s and controls to ensure compliance with regulatory activities in the markets in which frameworks and licence requirements. Risk owner: it operates underpin the • We have a number of Group-led overarching policies • CLO(s) sustainability and reputation of and compliance programmes to govern processes our business. across divisions and thereby ensure compliance with applicable laws and regulations. • Divisional compliance teams ensure local regulatory requirements are documented, monitored and reviewed periodically. • Annual compliance training is mandatory for all staff, as are regular, targeted training and awareness sessions. • Divisional and Group management provide periodic legal and regulatory updates through established governance forums at both divisional and Group-level Committees. Technology transformation and scalability Links to strategy: Risk category: Challenges to transform, expand • Our divisional technology strategies have been Rating: • Technology and scale our capabilities, given defined to support significant market growth and ï®ï€ Future trend: reliance on legacy technologies, expansion and our technology leadership teams variances across entities and continue to evolve to meet these business objectives. • Decreasing continued corporate • We have a long heritage in maintaining reliable, development, which may lead to Risk owner: collaborative technology platforms, undertaking less than desired platform continuous review of our technology stack with clear • CIO(s) utilisation, product agility and plans and structures in place to capitalise on compound growth. opportunities to improve. • We continue to invest in resources, software and hardware to address themed strategic initiatives, which address capability, process, people and technology, aided by focused support from external advisers, strategic partners and experts to support with technology transformation delivery. • Key new roles with targeted critical skills have been introduced, through recruiting externally and leveraging internal talent and mobility. • We leverage the Flutter Edge – encapsulating our Group’s distinctive, global, competitive advantage. Talent, technology, product and capital—where our brands can avail of unparalleled expertise, as and when they need it.

Strategic report Governance Other information Risks continued Principal risk/ Why we need to uncertainty manage this How we manage and mitigate the risk Residual rating Customer proposition innovation Links to strategy: Risk category: The spaces we operate in are • We have a long history of innovation, spanning 20 plus Rating: • Customer proposition volatile and defined by years of online sports betting and gaming experience, n Future trend: technological and consumer which continues to feed and reinforce our diverse changes. Our ability to create portfolio of products; we have led the industry with • Stable innovative new ways of innovations such as the Exchange, Same Game Multi enhancing the betting and or Parlay, Vegas Infinite, etc. Risk owner: gaming experiences for our • Our diversified, scaled business creates opportunities • CEO(s) customers, and to prioritise to develop innovation locally and capitalise globally, speed to market over efficiency, enabled by internal engagement, collaboration and are fundamental enablers to the communities of practice. effective execution of our global strategy. • Our federated operating model empowers brands which are closest to our customers to drive innovation based on direct customer insights and needs. This decentralised approach allows for more agile innovation development, which powers the engine of the Flutter Edge. • Our success is underpinned by our deep expertise and capabilities, powered by our talent – 8,000 technologists; shared expertise – over 20 years of operations, serving tens of millions of customers; capital – greater operational leverage enabling further investment; and technology platforms. • We consistently articulate innovation as a clear strategic priority across the organisation. This drives organisational focus, resourcing and alignment to support innovation initiatives and help us stay ahead of our competitors. Safer gambling Links to strategy: Risk category: Safer gambling underpins every • Our safer gambling strategy has customer wellbeing at Rating: • Governance and element of our strategy. To its core, from supporting those at risk through to how n sustainability protect our social licence and we communicate to our broad group of stakeholders Future trend: safeguard the trust our and how we encourage safer gambling tool usage. customers have in us, we must • We leverage and share policies, processes and practices • Stable operate robustly with integrity across the ever expanding Group to enhance the and protect our customers who Risk owner: strategic approach to safer gambling and demonstrate are at risk of the potential our commitment to ESG. • CLO(s) negative effects of gambling and ensure we grow our • A leading range of tools are provided by our brand sites business sustainably. to support customers in managing their spend and play, and we are continually working to improve and enhance our tools and site content to enable us to support customers to Play Well and to identify and interact with those who need more assistance. • We work closely with leading external third parties to support internal teams and enhance our understanding, and capabilities in relation to identification of problem gambling through various mediums such as algorithms, data modelling and artificial intelligence. • We invest significantly in improvements for tackling problem gambling through donations to research, treatment and education initiatives, as well as through driving collaboration across the industry with other operators, charities and regulatory bodies. 50 Flutter Entertainment plc Annual Report and Accounts 2023

Strategic report Governance Other information Principal risk/ Why we need to uncertainty manage this How we manage and mitigate the risk Residual rating Third-party dependencies Links to strategy: Risk category: Across our divisions and Group, • Strategic and critical suppliers are subject to regular Rating: • Strategy we place reliance upon certain business and quality reviews to ensure ongoing ï®ï€ Future trend: key third parties in technology, relationship and performance management. sports associations, marketing, • Our global procurement and supplier risk and • Stable sports content and media which performance management framework, policy and are fundamental to our business Risk owner: procedures direct the activities of our organisation, and customer proposition. The and are operationalised and overseen by internal • CEO(s) effective management of critical technical experts. third-party relationships, performance and regulatory • As part of our procurement onboarding process, all expectations is key to our suppliers are subject to assessments spanning strategic objectives. various risk and compliance topics and teams, to ensure any suppliers selected are aligned with our internal vision, values and regulatory expectations. • We employ a supplier segmentation process which facilitates targeted management of suppliers, with higher tiered suppliers subject to ongoing risk assessments and performance reviews. • Our global, cross-disciplinary supplier risk forum routinely monitors the global supplier risk landscape and supports the management of global risks and emerging threats. • We have developed a strategic supplier programme for key strategic partners, to reinforce our mutually beneficial relationships, mitigate risk and fuel growth together. Leadership and talent pipeline Links to strategy: Risk category: Our ability to ensure that those in • A common talent framework to develop top senior Rating: • People our most critical roles are talent which enables targeted development of ï®ï€ Future trend: developed to their full potential, individuals and effective succession planning. and succession is being built. And • We proactively manage executive plans, succession • Stable our ability to ensure we become and search, securing candidates with the capability the natural home for the world’s Risk owner: and calibre to lead Flutter as it continues to grow best talent in the skills we deem and transform. • CPO(s) most critical. • 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. 51 Flutter Entertainment plc Annual Report and Accounts 2023

Strategic report Governance Other information Risks continued Principal risk/ Why we need to uncertainty manage this How we manage and mitigate the risk Residual rating Sportsbook trading performance volatility Links to strategy: Risk category: Our budgeted margin from • We have decades of experience operating sportsbooks, Rating: • Business operations sports betting can be subject to instilling confidence in our budgeted margin from ï®ï€ and resilience short-term volatility, relating to sports betting, and continue to invest significantly in Future trend: outcomes described as customer building capabilities to further optimise the accuracy “luck”, which drive short-term of our sportsbook pricing and mitigate risk. • Stable financial impacts. Additionally, • Our dedicated Risk & Trading department has we could be impacted by a Risk owner: responsibility for the compilation and general significant pricing error that does management of bookmaking odds through the entire • CEO(s) not get captured pre- or lifecycle of every event we offer, whilst also managing immediately post-occurrence by associated risk on the sportsbook bets we lay, aligned our sophisticated risk or liability to agreed divisional strategies. management processes and systems. • Investment in advanced quantitative modelling and analytical capabilities drives the accuracy and breadth of our sportsbook offering at scale, whilst also allowing us to understand and compare the theoretical and actual margin we make from all bets placed. • We have set pre-defined limits for the acceptance of risk across our suite of Flutter brands, which are set by sport, competition, market and bet-type level. These limits are subject to formal approval by our Risk and Sustainability Committee, which sets appropriate divisional and Group maximum liability thresholds. 52 Flutter Entertainment plc Annual Report and Accounts 2023

Strategic report Governance Other information Viability Statement MANAGING OUR BUSINESS FOR THE LONGER TERM Longer-term viability Assessment of prospects The Board, taking into consideration the Group’s principal risks and The Directors carried out a robust assessment of our current position uncertainties, including emerging risks, assessed the long-term and the principal risks facing the Group, including those which would viability of the Group in line with the requirements of the 2018 UK threaten its strategy, business model, future performance, solvency Corporate Governance Code. Its conclusions are outlined below. or liquidity. Viability assessment: period Position and Strategy Flutter continues to deem a three-year timeframe appropriate At a glance, page 2 to 3 for the assessment of the Group’s viability, having had regard to: • the Board’s strategic planning horizon and associated Strategy, pages 8 to 11 principal risks; Indicators and Risks • the possible impact of future regulatory change and the pace of technological change, as well as variations in industry and Key performance indicators, pages 4 to 7 commercial dynamics; and Our principal risks, pages 47 to 52 • the performance period for the Group’s Long Term Incentive Plan. Overall, a three-year timeframe is deemed to achieve a suitable The Board’s consideration of the long-term prospects of the Group is balance between long- and near-term influences. an extension of the strategic planning process. This includes regular budget reviews as part of the internal reporting cycle, financial Viability assessment: approach forecasting and performance reviews, an enterprise risk The viability of the Group is assessed against strategic plans and management assessment and scenario planning involving our projections, and considers cash flows, committed funding and principal risks and uncertainties. Our business strategy is to deliver liquidity positions, forecast future funding requirements and other sustainable value for our stakeholders by maintaining long-term key financial ratios. financial and operational discipline. The Directors’ assessment and stress testing have been made with Viability Statement reference to the strong cash generation capabilities of the Group, its Based on their assessment of prospects and viability, the Directors committed debt facilities, including its £1 bn committed revolving confirm that they have a reasonable expectation that the Group will credit facility which expires in July 2028, the Board’s risk appetite and continue to operate and meet its liabilities, as they fall due, for the the principal risks and uncertainties and how they are managed, as next three years to December 2026. detailed on pages 47 to 52. The Directors also assessed the potential financial and operational impacts, in severe but plausible scenarios, of the principal risks and uncertainties and the likely degree of effectiveness of current and available mitigating actions. 53 Flutter Entertainment plc Annual Report and Accounts 2023

Strategic report Governance Financial statements Viability Statement continued Assessment of viability Long-term plans are the three-year forecasts, used to calculate cash position and headroom Headroom is calculated using cash, cash equivalents and other available facilities at year end Sensitivity analysis Principal risks Assessment of the level of decline in performance that Severe but plausible scenarios modelled to quantify the Group could withstand, were a grey or black swan the cash impact of principal risk(s) materialising over the viability event to occur assessment period Scenario group 1 Scenario group 2 Scenario group 3 Change in external dynamics One-off expense Combined scenarios Impact of variations in market dynamics or Impact of a potential large Quantification of the cash impact regulatory change event, fine and/or penalty of combined scenarios where multiple risks materialise across one or more markets, over the viability assessment period A) US growth delivery and competition A) Cyber and technology resilience B) Changes to legal, regulatory and B) Compliance with existing legal tax landscape and regulatory landscape Principal risks Viability results from comparing the cash impact of severe but plausible scenarios on the available headroom, considering additional liquidity options Assessment of prospects Outlook, strategy and business model Outlook of possible long-term scenarios expected in the industry and the Group’s current position to face them Assessment of the principal risks that may influence the Group’s long-term prospects Articulation of the main levers in the Group’s strategy and business model ensuring the sustainability of value creation Long-term Viability Statement The Directors confirm that they have reasonable expectation that the Group will be able to continue in operation and meet its liabilities as they fall due over the three-year viability assessment period 54 Flutter Entertainment plc Annual Report and Accounts 2023

Strategic report Governance Other information Corporate governance INTRODUCTION TO GOVERNANCE When considering our approach to Corporate governance corporate governance, we continue to As our business continues to grow and develop internationally, our governance will be increasingly scrutinised. Good corporate be guided by the FRC’s UK Corporate governance ensures our business is managed effectively for the Governance Code (the “Code”) and benefit of all our stakeholders. Our governance framework provides clear lines of accountability and responsibility. It also supports the understand that good corporate appropriate sharing of information, ensures oversight on strategic governance depends crucially on the way matters and facilitates an effective and transparent we apply the spirit of the principles of the decision-making process. The Board has a formal schedule of matters reserved for its approval. Code which contributes to the long-term These include decisions on the Group’s strategy, capital structure, financing, major acquisitions or disposals, the risk appetite, capital sustainable success of the Group. expenditure above the delegated authority limits and key executive appointments. The matters reserved for the Board are reviewed For the year ending 31 December 2023, we have applied all the annually and available on: www.flutter.com/about-us/corporate-principles in the Code and complied with all provisions. In order for governance. our shareholders to evaluate how the principles have been applied, Our governance framework and arrangements support our strategy our approach to compliance with the Code has been summarised in and decision making by: the following section entitled “UK Corporate Governance Code Principles”. A summary of our governance framework and arrangements is set out in the Corporate Governance Statement on • Ensuring clear lines of accountability and responsibility pages 55 to 116. • 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 summary of matters reserved for the Board on page 70 Read more on our governance framework on page 65 55 Flutter Entertainment plc Annual Report and Accounts 2023

Strategic report Governance Other information Corporate governance continued UK Corporate Governance Code principles This includes a review and approval by the Board of any additional Board leadership and Company purpose external directorship appointments and focused agendas to ensure sufficient time is focused on key matters for Board discussion. See We have an effective and widely experienced Board which is page 66 for more information. responsible for leading the strategic direction of the business to The role of the Company Secretary is set out on page 70 which promote long-term sustainable success, generating value for details how he supports the Board in ensuring that it has the shareholders and contributing to wider society. See Item 10 Part III of necessary policies, processes, information, time and resources it the Form 10-K which shows our Directors’ biographies, page 79 which needs to function effectively and efficiently. shows our Directors’ skills matrix and pages 73 and 74 that sets out our Board evaluation process and outcomes, which helps us monitor our performance and make adjustments to ensure that our Board Composition, succession and evaluation remains effective and impactful. We have formal, rigorous and transparent processes when Our Compensation and Human Resources Committee (which considering appointments to the Board. Our Board appointment assumed the responsibilities of the Workforce Engagement process seeks to ensure that we have an appropriate balance of Committee effective 9 November 2023) and its listening group skills, experience and broad diversity. See pages 76 to 79 for more sessions provide the Board with a mechanism to engage with our information. We undertake an annual evaluation of the Board’s colleagues, to listen to their views and concerns which fosters performance, details of which can be found on pages 73 and 74, and meaningful engagement between the Board and its workforce. This continuously review appropriate Board succession plans that are in also helps the Board monitor culture and workplace practices, and place. whether each of these continues to be aligned with our purpose, values and strategy. See more information on our Workforce Our Nominating and Governance Committee supports the Board in Engagement Committee on pages 80 to 83. We also have in place a overseeing the recruitment and selection of Board and senior Speak Up campaign which allows the workforce to raise any matters management positions and the annual Board evaluation process. It of concern. At Board meetings, the Directors receive detailed also makes recommendations to the Board on the composition of business updates which allow them to ensure the necessary the Board and its Committees. resources are in place to meet our objectives with tracking against financial and non-financial performance targets. See more about Read more about our Nominating and Governance Committee on pages 76 to 79 Board activities during 2023 on page 61. The Board has in place an Audit Committee which oversees our Audit, risk and internal control framework of prudent and effective controls and enables risk to be Our Audit Committee has oversight of our internal controls and the assessed and managed. See more information on the Audit independence and effectiveness of internal and external audit Committee on pages 84 to 91. Effective shareholder and more functions. These all safeguard the integrity of the financial broadly stakeholder engagement helps us better understand the statements and maintain effective systems of internal controls. impact of our decisions on all our stakeholders as well as their needs and concerns. See our stakeholder engagement sections on pages pages 84 to 91 Read more about our Audit Committee on 12 to 15 and 67 to 68 for further information on how we engage effectively with and encourage participation from our stakeholders. Our Risk and Sustainability Committee has established procedures to manage risk and make sure that our risk and control environment is Division of responsibilities appropriately managed to protect our reputation and achieve our long-term strategic objectives. It also addresses ESG, including The roles of our Chair and Chief Executive Officer are separate and climate, safer gambling, betting integrity and anti-money laundering. clearly defined, which creates a clear division of responsibilities It sets the nature and extent of the principal risks the Company is between the leadership of the Board and the executive leadership of willing to take to achieve its long-term strategic objectives. our business. See our division of responsibilities section on pages 69 Read more about our Risk and Sustainability Committee on pages 92 to 94 and 70. 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. Remuneration More information on Non-Executive Directors’ independence can be found on page 70. Our annual Board evaluation explained on pages Our Compensation and Human Resources Committee ensures our 73 and 74 and senior independent review of the Chair’s performance remuneration arrangements are designed to support the strategy illustrate that our Chair demonstrates objective judgement and and promote long-term sustainable success by appropriately promotes a culture of openness and debate with the effective incentivising the relevant performance. We have developed a formal contribution of all Non-Executive Directors and no Director and transparent procedure for developing policy on executive dominating the decision-making process. The Board evaluation also remuneration and determining Director and senior management shows that the Non-Executive Directors provide constructive remuneration. Directors exercise independent judgement and challenge and strategic guidance, offer specialist advice and hold discretion when authorising remuneration outcomes and no Director management to account. We have in place a number of procedures is involved in deciding their own remuneration outcome. to ensure Non-Executive Directors have sufficient time capacity to Read more about our Compensation and Human Resources Committee on meet their Board responsibilities. pages 95 to 116 56 Flutter Entertainment plc Annual Report and Accounts 2023

Strategic report Governance Other information Compliance with the Code Our approach to governance Flutter Entertainment plc has a premium listing on the London Stock Exchange and is also listed on the New York Stock Exchange. The We are committed to the highest standards of corporate Company is therefore subject to, and its standards of governance governance and regularly review our governance structures and and corporate responsibility reflect, the Listing Rules of the UK Listing arrangements to be sure that they meet best practice requirements. Authority as well as the listing requirements of the New York Stock The Board has responsibility for the leadership, strategic direction, risk Exchange and US federal securities laws applicable to an Irish-appetite and long-term success of the Group. The Board is also incorporated company. responsible for the stewardship of the Group, establishing the Group’s purpose, values and strategy and making sure these are Statement of compliance for 2023 aligned to the culture of the organisation. This report sets out the operations and activities undertaken by the The Board continually assesses its approach to corporate Board and its Committees in compliance with the Code. On behalf of governance. As part of its decision-making process, due regard is the Board, I am pleased to confirm that we have applied all the given to the interests of all of the Group’s stakeholders with the goal principles, and complied with all the provisions of the Code for the of achieving long-term sustainable success for the business. The year ending 31 December 2023. Board, its Committees and management, working together, and The UK Code is available from the Financial Reporting Council’s website, using our governance principles, provide a clear and robust www.frc.org.uk framework within which decisions are made. John Bryant Chair 26 March 2024 57 Flutter Entertainment plc Annual Report and Accounts 2023

Strategic report Governance Financial statements Governance at a glance Major Board decisions 2022 Preliminary Announcement of Buyout of additional Approval of the Selection of NYSE as Results and appointment of John 32.5% of Junglee acquisition of MaxBet, US listing exchange Annual Report and Bryant as a Non- Games Inc. #2 sports betting and Alignment of the Accounts Executive Director gaming operator in composition and and Chair Designate Serbia Additional US Listing structure of its Board for shareholder 2023 Interim Results Committees with US approval announcement market practice and investor expectations Feb Apr Jun Aug Nov Board changes Non-Executive tenure Joined • John Bryant joined as an Independent Non-Executive Director on 27 April 2023. Stepped down • Zillah Byng-Thorne stepped down as an Independent Non-Executive Director on 31 January 2023. • Jonathan Hill stepped down as an Executive Director on 27 April 2023. • Gary McGann stepped down as Chair and Non-Executive Director on 31 August 2023. • Mary Turner stepped down as an Independent Non-Executive Director on 30 September 2023. Replaced • Holly Keller Koeppel replaced Andrew Higginson (who retired from the Board in December 2022) as Senior Independent Director on 1 January 2023. • Paul Edgecliffe-Johnson replaced Jonathan Hill on the Board as Chief Financial Officer on 20 March 2023. • John Bryant replaced Gary McGann as Chair on 1 September 2023. 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 our Group. See pages 56 and 57 which provides more information on our application of the principles and compliance with the provisions of the Code. 58 Flutter Entertainment plc Annual Report and Accounts 2023

Strategic report Governance Other information Chair’s introduction to governance Introduction • Oversaw the agreement to acquire an initial 51% stake in MaxBet, This is my first Annual Report and Accounts as Chair, having joined Serbia’s #2 omni-channel sports betting and gaming operator. the Board in April 2023 as an Independent Non-Executive Director • Supported the Executive Directors with the execution of and Chair Designate, I became Board Chair following the retirement our strategy. of Gary McGann on 31 August 2023. I would like to thank Gary for his excellent stewardship of the Board during his tenure as Chair and • Supported initiatives that drive increased diversity across the previously as Non-Executive Director. On a personal note, it was a organisation, including overseeing the Global great pleasure to work with Gary during my first six months at Flutter. Advocacy Programme. His expertise, professionalism and commitment could not be • Conducted site visits and held listening sessions with colleagues to overstated and are greatly appreciated. On behalf of the Board, I assist the Board in understanding the interests of all of our would like to thank Gary for his contributions to the Board during his stakeholders, in particular, the views and concerns of tenure and we wish him well in the future. our colleagues. In this Chair’s introduction to governance, I have reported on the • Succession planning to ensure the Board and its Committees have Board’s leadership and effectiveness and set out the key areas an appropriate balance of skills and experience, taking into considered by the Board and its Committees during 2023. account diversity and independence, including overseeing the Board focus areas in 2023 appointment and successful handover from Gary McGann to myself, John Bryant, as Chair. • Oversaw the detailed project and timelines in preparation for the Company to list on the NYSE and delist from Euronext Dublin. Commitment to good governance • Reviewed the potential to pursue a primary US listing on the NYSE in By setting the tone for our culture, values and behaviour, the Board due course, should shareholders deem this appropriate following considers the views of our stakeholders in its decision making. We appropriate consultation. remain focused on delivering the long-term sustainable success of • In anticipation of the NYSE listing, oversaw the alignment of the the Group. composition and structure of its Board Committees with US market The Board remains strongly committed to good governance. This practice and investor expectations. report sets out our progress in governance areas including work undertaken this year to support Directors, in particular new Board members, to engage in Board meetings, and to align with US market practice and investor expectations in connection with our additional listing on the NYSE. I joined the Board as an Independent Non-Executive Director on 27 April 2023 and became Chair on 1 September 2023 following the resignation of my predecessor Gary McGann. The Board regularly reviews its skills and competencies and the composition of all Committees in line with its commitment to regularly refresh Board Committee composition. This ensures adequate skills and experience on each Committee. Zillah Byng-Thorne, having completed nine years on the Board and legacy boards, stepped down from the Board of Directors on 31 January 2023 and Mary Turner stepped down on 30 September 2023. Paul Edgecliffe-Johnson was appointed as Chief Financial Officer and an Executive Director on 20 March 2023. Jonathan Hill, the previous Chief Financial Officer, transitioned to the position of Chief Operating Officer on 20 March 2023 and did not seek re-election at the 2023 AGM and therefore stepped down from the Board at the conclusion of that meeting. The Board will continue to keep its composition, including on its committees, under regular review in light of these changes. Read more on Directors’ biographies at Item 10 Part III of the Form 10-K The Board was delighted to complete a number of site visits during the year which were planned around Board meetings held in some of our international locations. These site visits included New York in June and November and Milan in September. All other scheduled Board meetings were held in Ireland. As a Board we believe these in-person meetings have allowed us to foster a highly effective Board culture and maintain the integrity of our governance structure. 59

Strategic report Governance Other information Chair’s introduction to governance continued Additional US listing codes of conduct which set the expectations of how the Group At the 2023 AGM, our shareholders voted overwhelmingly in favour of should operate. The Board monitors the cultural dynamics of the the additional listing of shares on a US exchange. On 9 November Group through site visits, social engagement, colleague surveys 2023, the Board confirmed that following a competitive tender and the activities of the Compensation and Human Resources process, it had chosen the NYSE as the future trading venue for the Committee. The scale and diversity of our business continues to Company’s ordinary shares in the US. We have been pleased with the allow us to leverage best practice policies and procedures from progress made with the additional US listing on the NYSE which each of the businesses. The Board had a number of opportunities became effective on 29 January 2024. The Board believes that it is to consider cultural metrics, particularly in relation to colleagues, appropriate to maintain just two listings to minimise regulatory customers and risk throughout the year allowing it to assess complexities and consequently took the decision to cancel its listing culture within the Group, and to ensure it is aligned with strategy on Euronext Dublin. The Euronext delisting took effect simultaneously and our purpose. with the additional US listing. The Group’s premium listing on the Read more on our culture on page 83 London Stock Exchange, and its membership of the FTSE 100, will not be affected by the Euronext listing cancellation. As announced on 29 Strategy January 2024, the Group will seek shareholder approval at the 2024 AGM to pursue a primary US listing on 31 May 2024. A shareholder FAQ During the year, the Board oversaw the integrated corporate has been made available on the Flutter website (www.flutter.com). strategy. The strategy aims to deliver and defend gold medal In advance of the additional listing, the Board updated the Charters positions in existing businesses and use innovation to capitalise of each Committee to align with US market practice and investor future potential opportunities. The strategy places sustainability expectations. Copies of the updated Charters of each Committee at the heart of our business. are available on the Flutter website at: Read more on our strategy on pages 8 to 11 www.flutter.com/about-us/corporate-governance/board-committees/ Stakeholder engagement The Board always has regard to wider stakeholders’ interests as Sustainability well as those of our shareholders. Our Positive Impact Plan has been The Group has in place a sustainability strategy, our Positive Impact designed to keep our stakeholders at its core and to develop our Plan, which is focused on safer gambling, climate, environment, sustainability approach with the key groups of customers, colleagues responsible business and strong social priorities. The strategy builds and communities as its starting point. One very important group is strong sustainability foundations and capabilities incorporating our workforce and the Board was delighted to be able to meet with sustainability performance management processes for ongoing colleagues during a number of site visits and listening groups held sustainability reporting and ensures alignment with the overall throughout the year. corporate strategy and purpose. Our Positive Impact Plan focuses on In February 2023, the Board announced that it would commence four distinct stakeholder groups: customers (“Play Well”), colleagues a consultation process with shareholders on proposals to seek an (“Work Better”), communities (“Do More”), and environment (“Go Zero”). additional US listing. Following this consultation process, shareholders The Board and its Risk and Sustainability Committee oversaw overwhelmingly voted for the additional listing. progress of the Positive Impact Plan during 2023, including elevating environment, Go Zero, to a main pillar of our sustainability strategy. Throughout the year, both Gary McGann and I engaged with shareholders on governance, remuneration and sustainability Read more on our sustainability strategy on pages 16 to 42 matters as well as the additional US listing. Culture Read more on our engagement with stakeholders on pages 12 to 15 The Code emphasises the importance of culture within organisations and the Board recognises its role in monitoring, assessing and Read more in the Workforce Engagement Committee Report on pages 80 to 83 promoting a healthy culture throughout the business. We set the strategy for the Group to live our purpose. In implementing this, we John Bryant make sure that we are suitably resourced to deliver on our strategic Chair objectives through a culture that drives the right behaviours. This also 26 March 2024 involves the establishment and review of underpinning policies and 60 Flutter Entertainment plc Annual Report and Accounts 2023

Strategic report Governance Other information Statement of Corporate Governance BOARD ACTIVITIES During 2023, the Board held nine scheduled meetings. The table below sets out a number of Board decisions, how material stakeholders were considered and the outcomes of the consideration. Material stakeholder(s) Topics/discussions consideration Outcomes Optimal listing How do we best position The Board undertook a preliminary review of the listing structure, and structure Flutter to deliver the Group’s oversaw a shareholder consultation process, which received strategy in the interests of overwhelming support from our shareholders for an additional listing in shareholders? the US. Following SEC approval, we listed on the NYSE on 29 January 2024. The Board believes that the NYSE listing provides us access to the world’s deepest and most liquid capital markets, and brings significant Strategy long-term benefits. These include enhancing the Group’s profile in the US, better enabling the recruitment and retention of US talent, giving the Group access to much deeper capital markets, and to new US domestic investors, providing greater overall liquidity in Flutter shares, and the optionality to pursue, as a second step, a primary US listing, one of the criteria for access to important US indices. Board governance How do we ensure we have The Board undertook a comprehensive review of and approved changes to the appropriate governance its existing Board governance framework. These changes included re-mechanism in place to constituting the Nomination Committee to the Nominating and support a US listing? Governance Committee; re-constituting the Remuneration Committee to the Compensation and Human Resources Committee; the Compensation and Human Resources Committee assumed the responsibilities of the Workforce Engagement Committee and the Workforce Engagement Committee was stood down; and each Board Committee adopted a new Governance Charter in place of its existing Terms of Reference. These changes ensure that our Board governance aligns with US market practice and investor expectations and requirements of the SEC and NYSE listing rules. Customer How do we best protect The Board’s Safer Gambling Sub-Committee continues to keep Board protective vulnerable customers from members up to date on safer gambling-related views, monitor progress Safer measures gambling-related harm? of the “Play Well” strategy and facilitate the Board to input and gambling challenge on material safer gambling matters and key topics such as how we can best protect our customers. Succession How do we make sure we The Board has overseen the recruitment and selection process for the planning for the have the right people with the appointment of a new Chair, taking into account gender and other diversity Board and the appropriate balance of skills aspects along with the specific skills and experience required for the role. Executive and experience, taking into The Board also oversaw the appointment of a new Chief Financial Officer, planning Committee account gender and other the establishment of the Chief Operating Officer function, transition of the Succession diversity aspects for our Board former Chief Financial Officer into the Chief Operating Officer role, and the and senior executive roles? appointment of a new Chief Information Officer. MaxBet acquisition How do we deliver on our The Board approved the acquisition of an initial 51% stake in MaxBet, gold medal position strategy Serbia’s #2 omni-channel sports betting and gaming operator for a M&A pillar and create value for purchase consideration of €141m (Ł123m). The acquisition completed on our shareholders? 9 January 2024. Supporting female How do we make sufficient The Board approved to partner with Women in Hospitality, Travel & leaders progress in achieving our Leisure (“WiHTL”), a collaborative community devoted to increasing equity target of 40% females in diversity and inclusion. The WiHTL programme is designed to prepare inclusion leadership positions by 2026? women senior leaders for non-executive director roles. The Board oversaw progress of the Global Advocacy Programme, an initiative led and by the Executive Committee to champion different diversity groups to Diversity, strive for positive change. 61 Flutter Entertainment plc Annual Report and Accounts 2023

Statement of Corporate Governance continued Strategic and operational matters At every Board meeting, the Chief Executive Officer updated the Board on operational, business and strategic matters, including safer gambling, divisional updates, competitor analysis and people. He updated the Board on current performance across all divisions with accompanying underlying narrative and invited each of his Executive Committee members to join the meeting when required to give more in-depth updates either on divisional or Group function matters. The Board also held a two-day strategy session, where extensive strategy discussions were held with divisional and Group functional leaders and other presenters. These sessions helped monitor the ongoing strategy roll out. In addition, investor perspective, industry analysis and risk management sessions were facilitated. The Board also considered changes in regulation and regulatory headwinds across our markets and it reviews the impact on our business and the options available for mitigation, receiving updates on material communications with regulators and other regulatory and legislative bodies. Mergers and acquisitions (“M&A”) Through the Chief Executive Officer’s update at Board meetings, the Board is kept aware of ongoing market scanning and M&A activity. In line with the matters reserved for the Board, any M&A transactions meeting a certain threshold or any material extension of our activities into new business or geographic areas requires Board consideration and approval. During 2023, the Board oversaw the acquisition of an initial 51% stake in MaxBet, Serbia’s #2 omni-channel sports betting and 1 gaming operator, for a purchase consideration of €141m (Ł123m), with an opportunity to acquire the remaining 49% in 2029 . The Board approved this deal, which completed in January 2024, and was given updates on progress, timing and integration programmes and synergies. Case study – MaxBet acquisition The acquisition of an initial 51% stake in MaxBet completed on 2. Adds a “local hero” brand to the Group’s portfolio: 9 January 2024 with the opportunity to acquire the remaining 1 • MaxBet is the #2 Serbian operator. It has retail outlets across 49% in 2029 . MaxBet is Serbia’s #2 omni-channel sports betting four markets, a well-known local brand and over 100k online and gaming operator and provides the Group with the average monthly players. platform to access fast-growing markets via a strong podium brand. This also creates an opportunity to accelerate growth • A strong management team and employees provide and deliver a gold medal position through expansion in the significant local market expertise. This capability underpins a Balkans region by leveraging the benefits of the Flutter Edge. strong execution on cross-sell and online expansion, despite low levels of marketing spend. MaxBet has built a strong omni-channel presence within its core Serbian market. Leveraging its growing retail presence, 3. Presents a clear opportunity to add the benefits of the Flutter MaxBet has successfully capitalised on the fast-growing Edge and deliver tangible revenue synergies through: online market in Serbia. • Access to digital marketing expertise to enhance customer This acquisition of MaxBet fully aligns with the Group’s key acquisition and retention. strategic criteria for value generating M&A: • Flutter’s global proprietary pricing and risk management 1. Provides an enhanced competitive position in fast-growing, capabilities to deliver a differentiated sports betting product. regulated markets: • Unparalleled gaming content and innovation for an improved • Serbia is an attractive, regulated market with relatively low gaming experience. online penetration and expected online compound annual growth to 2025. • Flutter technology to increase the scalability of MaxBet’s platforms and enhance its product offering. • Market dynamics within the Balkans region typically create competitive moats for omni-channel operators due to 1. Payment of €141m is on a debt and cash-free basis. A mechanism has been put in place to acquire the remaining 49% in 2029 on similar terms. cash-led economies as well as the importance of retail footprints. Links to strategy: Invest to win in the US Grow our gold medal positions in Build on our network and invest for leadership core markets positions across international markets 62 Flutter Entertainment plc Annual Report and Accounts 2023

Strategic report Governance Other information Finance and investor relations The Audit Committee undertook a fair, balanced and understandable Through the Chief Financial Officer, the Board receives in-depth review of the Annual Report and Accounts 2022 and recommended updates and accompanying narrative on financial performance them to the Board for approval. The Board also received updates on against both prior-year results and current-year forecast results internal control and risk management systems through reports from across all divisions. In 2023, the Board considered the reporting of the Audit Committee and Risk and Sustainability Committee Chairs, the half-year and full-year’s financial results and quarterly trading and agreed the process and actions from the Board and Committee updates or other material announcements. During the year, the effectiveness evaluation. Board also considered the 2024 budget, the going concern and As indicated above, in order to align with US market practice and Viability Statements and the annual review of the Group’s tax investor expectations, the Board reviewed its current governance strategy and its publication on our website. arrangements and that of its Committees, and reviewed and The Chief Financial Officer ensures the Board is kept up to date on all approved the matters reserved for the Board and each Committee’s Investor Relations matters and provides regular updates on investor Charter. The composition of the Board and its Committees was views, shareholder relations, analysts’ reports and media updates, discussed, including continued Board refreshment, succession share register movements and share price performance. planning and approved changes to the composition of the Board and its Committees. Please see page 58 which details the Board The Board reviewed the Group’s financing and capital structure, and Committee changes. approved the Dividend Policy, including the continued suspension of dividend payments for the financial year 2023. Group-level policies and common standards of policies are appropriately reviewed before they were presented to the Board and Governance, risk and regulatory obligations Board Committees for approval. The Board is kept updated on developments in corporate governance People and the legal and regulatory landscape. It considered enhancements to current practices to meet the Company’s obligations and in order to During the year, the Group Chief People Officer provided updates to align with US market practice and investor expectations. The Board the Board on the Global People Strategy. was updated on increased regulatory oversight in Australia, Ireland, The Board continued listening sessions with the workforce to hear the UK, Market Abuse Regimes in the EU and UK, and horizon-scanning directly from colleagues on their views and concerns. These listening on future legal and regulatory developments. sessions covered a diverse range of locations, businesses and skills, As well as the Chief Financial Officer keeping the Board updated on including FanDuel, UKI, Group and International divisions. Investor Relations matters, in 2023 the Board Chair engaged with The Board was also kept up to date, through the Compensation and investors on general governance, safer gambling and sustainability Human Resources Committee, on employee remuneration structure matters. The Chair of the Compensation and Human Resources and monitored progress across the Group on the diversity, equity Committee engaged with shareholders on remuneration matters. and inclusion strategy. The Compensation and Human Resources Feedback from these investor engagements was provided to the Committee Report provides further information on pages 95 to 116. Board and taken into account in its deliberations. Further information on our investor engagement can be found on page 12. 63 Flutter Entertainment plc Annual Report and Accounts 2023

Strategic report Governance Other information Statement of Corporate Governance continued Key Board meetings during 2023 2024 future focus February The Board’s objective for 2024 is to continue to oversee • Board composition. the US listing and the implementation of corporate, • Reports from the Committees. sustainability and safer gambling strategies. • Approval of Dividend Policy, and Preliminary Results announcement. The Board will continue to prioritise safer gambling • Approval of Annual Report and Accounts 2022, Viability Statement and wider sustainability matters such as climate, and going concern. including Task Force on Climate-related Financial Disclosures (“TCFD”) and Corporate Sustainability • Investor Relations. Reporting Directive reporting, and other sustainability • Business presentation: US divisional update. matters relevant to our businesses. The Board will keep • US listing update. Flutter’s stock exchange listing changes and any ongoing • Thematic update: Lottery. regulation changes under review and will implement any further necessary changes to our existing governance • Review of external Board evaluation. practices to ensure compliance with our regulatory • Review of conflicts of interest, independence and framework. The Board will consider the outcome of the recommendations for election/re-election at 2023 AGM. internal Board evaluation and implement an action plan • Crisis simulation briefing. to address any recommendations. June The Board will continue to support the Executive • Reports from the Committees. Directors with the execution of our strategy, focus on the attraction and retention of talented staff, oversee • US listing update. progress on achieving our diversity targets and • Succession planning below Executive Committee. enhance our governance practices. The Board will • Chief Information Officer update. monitor cyber risks and mitigation and ensure we • Thematic update: M&A. understand the interests of all of our stakeholders. The Board will focus on the ongoing refreshment of • Business presentation: US divisional update. the Board and its Committees to ensure it continues to • Approval of proposed buyout of shares from Junglee external have an appropriate balance of skills and experience. shareholders. The Board looks forward to meeting our shareholders August at our AGM, which will be held on Wednesday 1 May • Reports from the Committees. 2024 at 11.00 am at its head office in Belfield Office Park, • International M&A update. Clonskeagh, Dublin 4, Ireland. • US listing update. • Business presentation: Australia divisional update. • Thematic update: Driving the benefits of scale. • Approval of Interim Results announcement. • Investor Relations. • Business presentation: US divisional update. • Business presentation: UKI divisional update. November • New Board Committee structures and Charters. • Reports from the Committees. • US listing update. • Investor Relations. • Two-day Board strategy off-site. December • Reports from the Committees. • US listing update. • Investor Relations. • Consideration of 2024 Budget. • Business presentation: International divisional update. • Approval of Compliance Policy and statement. • Approval of Code of Ethics. • Update on strategy day next steps. • Approval of the Group contract signatory policy. 64 Flutter Entertainment plc Annual Report and Accounts 2023

Strategic report Governance Other information 65 Flutter Entertainment plc Annual Report and Accounts 2023

Strategic report Governance Other information Statement of Corporate Governance continued An effective Board Nine scheduled Board meetings were held in 2023. At each meeting, The Board’s role is to secure the long-term sustainable success of standing agenda items included updates by the Chair, the Chief the Group by ensuring delivery of an appropriate strategy and Executive Officer, the Chief Financial Officer and the Company sustainable profitability. Maintaining the highest standards of Secretary. Each Committee Chair also gives an update on their governance is essential to this, along with decisions that create respective Committee meetings and copies of each Committee’s sustainable long-term value for the mutual benefit of our minutes (to the extent that they contained no items which would be shareholders, customers, colleagues and communities. a potential conflict for other Directors) are circulated to the Board. The Chief Legal Officer, the Chief Information Officer, the Chief People Our Board is supported by the collective experience of the Directors Officer, and divisional Chief Executive Officers attend Board meetings and their diverse skills. regularly. In addition, the Non-Executive Directors held a number of NED-only meetings without the presence of Executive Directors This helps the Board to reach decisions in a focused and balanced during the year. way, supported by independent and diversity of thought with challenging constructive debate. Trust and mutual respect are the Board and Committee members are provided with papers in a cornerstones of relationships between our Directors, with a Board timely manner in advance of each meeting on a secure electronic dynamic of open and honest conversations. This, and the portal. Each Director ensures they have reviewed papers in advance governance arrangements in place, will ensure decisions are taken of the meeting. Exceptionally, if a Director is unable to attend, for the benefit of the Group in full consideration of the impact comments are provided to the Chair or the relevant Committee on all stakeholders. Chair beforehand. If any Director has unresolved concerns about the Group or a proposed action, these are recorded in the minutes of the For further information on the biographies of our Directors and their skills, see meeting. There were no such occasions in 2023. Item 10 Part III of the Form-10K Time commitment The procedures of the Board are clearly documented in the Articles On appointment, Directors are advised of, and required to give, the of Association and the matters requiring approval by the Board are necessary time commitment to discharge their responsibilities set out in a schedule of matters reserved for the Board. These effectively. They are also advised of the locations in which meetings documents are available at: will be held. No precise timings are given as this will vary from year to year depending on activities. The Chair keeps the time each Non-www.flutter.com/about-us/corporate-governance. Executive Director has dedicated to the Group under review and his own time commitment is kept under review by himself in conjunction Read a summary of the matters reserved for the Board on page 70 with the Nominating and Governance Committee. This is also considered as part of the Board evaluation process. The majority of There is a clear division of responsibilities between the roles of the Directors are experienced board directors and all have an Chair and Chief Executive Officer as set out on page 69. To allow understanding of the time and intellectual commitment that is these responsibilities to be discharged effectively, the Chair and necessary to fulfil their commitments to the Group. Chief Executive Officer maintain regular dialogue outside the Time expectations are highlighted on appointment. The Board Boardroom, to ensure adequate engagement and effective flow recognises one of the Code’s principles and general investors’ of information. expectations are that Directors give sufficient time to fully discharge The Non-Executive Directors have direct access to senior their responsibilities. Attendance at Board and Committee meetings management at all times. Informal as well as formal contact with is a high priority. As well as the formal scheduled meetings, there is the wider business is encouraged in order to develop a deeper significant other engagement by Directors. This includes private understanding of the Group’s operations, and requests by individual meetings with the Chair, the Chief Executive Officer and Non-Executive Directors for site visits and further information are other Directors and senior leaders, as necessary. encouraged. This broadens the Non-Executive Directors’ sources of As part of enhancing business knowledge and insight, Non-Executive information and enables them to consider the wider impact of any Directors, in particular Committee Chairs, had meetings with other Board decisions on stakeholders more broadly. The effectiveness members of senior management throughout 2023. Site visits have of the Board is reviewed at least annually and conducted according been actively encouraged with the Board visiting New York in June to the guidance set out in the Code and the FRC Guidance on and November and Milan in September. Board Effectiveness. Directors’ time commitments are annually evaluated by the Read more on Board evaluation on pages 73 to 75 Nominating and Governance Committee and Board. In respect of all Directors, the Chair is satisfied that their other duties and time Responsibility to all of our stakeholders for the approval and delivery commitments do not conflict with those as Directors of the Group of the Group’s strategy and for creating and overseeing the and their involvement and commitment is more than sufficient to framework to support its delivery resides with the Board. The Board meet their Board obligations and responsibilities. holds strategy days with the Executive Committee to help review the Executive Directors may hold one external non-executive strategic direction of the Group for the short, medium and long term. directorship (but not a Chair position) of a large public listed Responsibility for the initial development and ultimate company (or its equivalent), but must obtain prior consent from the implementation of the Group’s strategy and overall commercial Chair before accepting such a position. Executive Directors may objectives, following Board approval, resides with the Chief Executive retain the fees from any such directorship. This is considered helpful Officer who is supported by the Executive Committee. to broaden and deepen their skills, knowledge and experience and further enhance their perspective of Non-Executive Directors on our Board. Peter Jackson joined the board of Deliveroo plc as a Non-executive Director on 1 January 2022. Paul Edgecliffe-Johnson does not currently hold any external directorships. 66 Flutter Entertainment plc Annual Report and Accounts 2023

Strategic report Governance Other information ENGAGING WITH A BROAD RANGE OF STAKEHOLDERS We work hard to maintain close relationships with our stakeholders and understand their views. These relationships are important in delivering our strategy. Our key stakeholders and their differing perspectives are taken into account as part of Board and Committee discussions. See page 61 which sets out a number of Board decisions and material stakeholder considerations. Throughout this Annual Report and Accounts, we have provided information on some of the initiatives and approaches undertaken to ensure that we have engaged with key stakeholders during 2023 and considered their interests in Board discussions and decision making. Shareholder engagement The Chair ensures that appropriate channels of communication are established between the Board and shareholders, and all Directors are aware of any issues or concerns of major shareholders raised during that dialogue. The Chair and the Company Secretary hold governance meetings during the year with major shareholders. Executive Directors attend results presentations and investor roadshows, and the Board receives regular feedback from Investor Relations reports and broker updates throughout the year. The Company Secretary engages with proxy advisers in advance of any shareholder meetings. The Compensation and Human Resources Committee Chair engaged with shareholders on remuneration matters, and the Board Chair engaged with shareholders on governance, safer gambling and sustainability matters. Annual General Meeting (“AGM”) The 2023 AGM was held on 27 April 2023 at our head office in Belfield Office Park, Clonskeagh, Dublin 4, Ireland, with shareholders also Workforce engagement given the option of viewing proceedings via a webcasting facility The Board considers it a key priority to listen to the views of our where shareholders could submit questions in advance and during colleagues and understand the culture of the organisation through the meeting. In addition, shareholders were provided with an visits to our offices, one-to-one meetings with colleagues, Board opportunity to appoint a proxy electronically or by post in advance presentations, feedback from the Executive Directors and feedback of the meeting to cast their votes. In line with the FRC Guidance on from employee engagement surveys. The Board listened to feedback Board Effectiveness, the Company issued the Notice of the AGM, from colleagues in Ireland, Italy and the US during 2023. Colleagues together with an explanation of the items of business to be considered are a key stakeholder and in November 2023, the Board approved at the AGM in a letter from the Chair to shareholders, in excess of 20 that the Compensation and Human Resources Committee would working days before the AGM. Voting turnout for the AGM was 63.20% assume the responsibilities of the Workforce Engagement (2022: 69.89%). All resolutions at the 2023 AGM were passed. Committee which held four meetings during 2023 and four listening The 2024 AGM will be held on Wednesday, 1 May 2024 at our offices in group sessions and reported on its activities at each Board meeting. Belfield Office Park, Clonskeagh, Dublin 4, Ireland. A letter from the Read more on the Workforce Engagement Committee on pages 80 to 83 Chair and Notice convening the AGM, with separate resolutions proposed for each item of business, will be sent to shareholders and will be made available on the U.S. Securities and Exchange Commission’s (“SEC”) website at http://www.sec.gov and at: www.flutter.com/investors/shareholder-information/agm. 67 Flutter Entertainment plc Annual Report and Accounts 2023

Strategic report Governance Other information Statement of Corporate Governance continued Investor engagement activities Market updates March Other engagement activities 2022 Preliminary Results and publication of Annual Report • Several fireside chats with the Group Chief Executive Officer during the year. Notice of Annual General Meeting • Attendance at a large number of conferences across the UK, April US and Europe. Annual General Meeting • Significant volumes of direct engagement with current and May prospective investors, resulting in over 200 investor Q1 trading update interactions per quarter. August • Specific investor engagement activity regarding the pursuit of an additional US listing and other corporate governance 2023 Interim Results matters. November Q3 trading update New York Stock Exchange Bell ringing ceremony on 29 January 2024. 68 Flutter Entertainment plc Annual Report and Accounts 2023

Strategic report Governance Other information DIVISION OF RESPONSIBILITIES Defining Board responsibilities The below role specifications show the clear division of responsibility between Executive and Non-Executive members of the Board, which supports the integrity of the Board’s operations. Leadership Paul Edgecliffe-Johnson, John Bryant, Chief Financial Officer • Manages the Group’s financial affairs, including the Finance, Tax, Chair Treasury and Investor Relations functions, as well as all • Responsible for the leadership and effectiveness of the Board, external communications. including overseeing corporate governance matters and ensuring the evaluation of the Board, its Committees and the Directors • Supports the Chief Executive Officer in the implementation and is undertaken. achievement of the Group’s strategic objectives. • Agrees and manages the Board’s agenda, ensuring that Directors • Proposes policy and actions to support sound financial receive timely, accurate and clear information on the Group’s management and leading on M&A transactions. business. This means the Board are fully informed of relevant matters, sufficient time is allocated to discuss important matters, • Acts as deputy for the Chief Executive Officer, if necessary. thereby promoting effective and constructive debate and Oversight supporting a sound decision-making process. Non-Executive Directors • Oversees the Board’s consideration of the Group’s strategy and the major issues facing the Group. Bring a strong external perspective, advice and judgement to the • Ensures adequate time is available for discussion and Board, acting independently and constructively challenging consideration of the Group’s principal risks and their mitigation. decisions. • Ensures there is effective stakeholder engagement and the Board • Scrutinise, measure and review the performance of management is kept aware of their views, in particular those of shareholders and and assist in the development and approval of strategy. colleagues. • Review Group financial information and ensure the system of internal control and risk management framework are appropriate Peter Jackson, and effective. Chief Executive Officer • Review succession plans for the Board, Executive Directors and key • Leads the executive development of strategy and proactive focus members of senior management. on innovation. • Monitor actions to support diversity, equity and inclusion in line with • Overall responsibility for the Group’s performance. the Group’s DE&I strategy. • Directs the delivery of the Group’s strategy in consultation with, • Set Executive Remuneration Policy. and supported by, the Board. • Engage with key stakeholders and feed insights on their views back • Builds and leads an effective Executive Committee and oversees to the Board. This includes colleagues views on culture. the Group’s business operations and management of its risks. • Serve on or chair various Committees of the Board. • Ensures appropriate consideration is given to the Group’s • Bring varied industry and professional backgrounds, experience, responsibilities to all stakeholders, including its shareholders, skills and expertise aligned to the needs of the Group’s business customers and colleagues. and long-term strategic objectives. • Communicates and provides feedback on the implementation of • Oversees the Group’s sustainable strategy including safer gambling. Board-agreed policies, and their impact on behaviours and culture, ensuring the Group operates in a way that is Holly Keller Koeppel, consistent with its values. Senior Independent Director • Gives internal and external leadership on safer gambling. • Available to liaise with shareholders in exceptional circumstances when they have concerns that have not been addressed by the Chair, the Chief Executive Officer or the Chief Financial Officer. • Leads the annual performance review of the Chair and assists the Chair with the annual Board evaluation. • Provides advice and support to the Chair and is available to other Directors as necessary. 69 Flutter Entertainment plc Annual Report and Accounts 2023

Strategic report Governance Other information Statement of Corporate Governance continued Governance Summary of matters reserved for the Board Edward Traynor, Company Secretary • Agreeing the long-term strategic goals and overall business • Ensures a good flow of timely information within the Board and its and commercial strategy. Committees and between senior management and the Non- • Ensuring our purpose and values are aligned to the Group’s Executive Directors. culture. • Advises the Board on legal and corporate governance • Evaluating and managing of risks impacting our reputation developments and ensures the correct policies and processes are and setting the Group’s risk appetite. in place and compliance with them. • Approving budgets, major capital projects, contracts and • Facilitates new Director induction programmes and assists with corporate actions, including significant mergers, continuous Board education as required. acquisitions and divestments. • With the Chair and the Senior Independent Director, reviews the • Overseeing of financial reporting and internal controls, and governance processes, including the Board and Committee approval of financial reports and announcements and evaluation, in terms of being fit for purpose and the consideration market relevant announcements. of any improvements to be made. • Ensuring compliance with statutory and regulatory • Provides advice to all Directors and supports the activities requirements, including corporate governance and Listing of the Board Committees. Rule requirements. In addition to the formal Board meetings held throughout the year, • Approving appointments to the Board and ensuring the Chair met with the Non-Executive Directors without the presence sufficient succession plans are in place. of Executive Directors. Also, during the year, the Senior Independent Director held meetings of Non-Executive Directors without the • Determining the remuneration framework for Executives presence of the Chair to discuss his performance. whilst also having regard to wider workforce remuneration Independence arrangements. The Board is committed to ensuring that it continues to comprise of • Overseeing of environmental, social and governance matters a majority of Independent Non-Executive Directors who objectively including approval of the Group’s priorities, plans and targets challenge management. The Nominating and Governance in respect of ESG and climate, and review its performance Committee has carried out its annual assessment of the in conjunction with the Risk and Sustainability Committee. independence of each of the Non-Executive Directors, taking into account the circumstances set out in the Code. Especially whether the Directors are independent in character and judgement and free from relationships or circumstances which are likely to affect, or 2023 Board meetings attendance could appear to affect, the Directors’ judgement. Meetings 1 Until October 2019, Richard Flint held the position of Executive Chair of attended/ % of Sky Betting & Gaming. Richard had in place a consultancy agreement eligible to meetings attend attended for the provision of consultancy services which ended on 31 May 2022. John Bryant2 6/6 100% The fee for these consultancy services was Ł250,000 per annum. Gary McGann3 6/6 100% The Board has determined that for this reason Richard Flint did not meet the independence criteria as set out in the Code for the year Peter Jackson 9/9 100% ended 31 December 2023. The Board is satisfied that all other Paul Edgecliffe-Johnson4 6/6 100% Non-Executive Directors remain independent for the purposes of Jonathan Hill5 4/4 100% the Code. 6 Zillah Byng-Thorne 1/1 100% The Board considers all Directors to be independent in character and Nancy Cruickshank7 8/9 89% judgement and to exercise independence of thought. Nancy Dubuc 9/9 100% Read more on Directors’ biographies at Item 10 Part III of the Form 10-K Richard Flint 9/9 100% Alfred F. Hurley, Jr. 9/9 100% Conflicts of interest Holly Keller Koeppel 9/9 100% Formal procedures are in place for managing conflicts of interest, which include a bi-annual confirmation by all Directors. Directors David Lazzarato 9/9 100% must give advance notice of any actual, perceived or potential Carolan Lennon 9/9 100% conflicts of interest to the Company Secretary and the Board should Atif Rafiq 9/9 100% they arise. In the case of a conflict, the relevant Director would be Mary Turner8 7/7 100% excluded from discussions on the matter related to the conflict and cannot vote in respect of any matters in which they have an interest. 1. Comprises scheduled meetings. These are formally considered on an annual basis by the Board 2. Appointed on 27 April 2023. alongside any other appointments held by Directors. 3. Resigned with effect from 31 August 2023. Before accepting any external appointments, Directors must discuss 4. Appointed on 20 March 2023. the time commitment and their ability to continue to effectively 5. Resigned with effect from 27 April 2023. contribute to the Board with the Chair, who will consider any 6. Resigned with effect from 31 January 2023. additional commitments, prior to reporting to all Board members. 7. Missed one Board meeting due to a family bereavement. 8. Resigned with effect from 30 September 2023. 70 Flutter Entertainment plc Annual Report and Accounts 2023

Strategic report Governance Other information COMPOSITION, SUCCESSION AND EVALUATION Making sure the Board and its Committees have the necessary skills, experience and are appropriately balanced and diverse. Board composition Ongoing training and development and advice We aim to have a Board that is well balanced and has the The Chair and Company Secretary review the knowledge of each appropriate skills, knowledge, experience and diversity for the current Director, their understanding of the Group, key risks and uncertainties, and future needs of the business. While the tenure of individual and the evolving regulatory environment within which the Group Directors is taken into account, we are keen to strike a balance operates, to fulfil their roles on the Board and its Committees. All between continuity and succession for the Board as a whole. Longer- Directors are encouraged to request further information and any serving Directors bring valuable experience, and working in support they need to fulfil their role. As part of ongoing development, conjunction with newer appointees, the Board believes that it is legal and regulatory updates are provided as necessary to the progressing towards an appropriate balance, is diverse and Board and each Committee by internal and external advisers. Our continues to operate effectively. Directors have a diverse range of experience, and we encourage them to take on continual professional development by attending Zillah Byng-Thorne stepped down from the Board on 31 January 2023 external seminars in areas such as remuneration, ESG and cyber after nine years of service and Mary Turner also stepped down on security and briefings that will inform their decisions, particularly in 30 September 2023 after six years of service. John Bryant joined the the case of Committee Chairs. Additional knowledge is also gained Board as an Independent Non-Executive Director on 27 April 2023 and through updates and briefings covering relevant areas for the succeeded Gary McGann who resigned as Chair on 31 August 2023 business and the Group. having spent nine years on the Board. Following the appointment of Paul Edgecliffe-Johnson as Chief Financial Officer and Executive The aim of ongoing training and development is to continually Director on 20 March 2023, Jonathan Hill transitioned to the position refresh and expand the Board’s knowledge and skills enabling of Chief Operating Officer and did not seek re-election at the 2023 Directors to contribute to discussions on technical and regulatory AGM and therefore stepped down from the Board at the conclusion matters more effectively. of that meeting. John Bryant replaced Gary McGann as the Chair of the Nominating Throughout 2023, the Board received training and development and Governance Committee on 1 September 2023. Holly Keller Koeppel briefings on US listing implications, the 20-F Registration Statement replaced Andrew Higginson (who retired from the Board in December process, US federal securities laws, the rules and regulations of the 2022) as the Senior Independent Director on 1 January 2023. SEC and NYSE, and legal and regulatory, among other items. A crisis simulation exercise involving members of the Board and Executive Committee took place in January 2023. We monitor the size and composition of the Board, including the number of Non-Executive Directors, to ensure it is in a range which is Each Director may get independent professional advice at the appropriate for the Group given its size and complexity. Company’s expense in the furtherance of their duties as a Director. Each Committee is supported by the Company Secretary and his An effective Board requires the right mix of skills and experience. The Deputy. In addition, each Committee may seek independent Board maintains a matrix of key skills and experience identified as professional advice, if appropriate. particularly valuable to the effective oversight of the Company, which continues to grow in size, scale, and breadth as we execute our strategy. The Board also considers tenure and independence and takes into consideration the recommendations of the FTSE Women Leaders Review on female representation and the Parker Review on ethnic diversity. A summary of the process followed for the assessment of Director independence is set out on page 70 and an overview of key skills and experience relevant to the Board is set out on page 79. Read more on Board diversity on pages 77 to 78 71 Flutter Entertainment plc Annual Report and Accounts 2023

Strategic report Governance Other information Statement of Corporate Governance continued Non-Executive Director induction Non-Executive Directors are encouraged to visit our international On joining the Board, Non-Executive Directors complete a offices to gain a first-hand understanding of the culture. While there comprehensive induction programme. The primary purpose of the is an overall induction programme in place, it is tailored to take into programme is to familiarise new Directors with the Group’s operations account a Director’s previous experience, their responsibilities and and business, the regulatory environment, our stakeholders, as well as specific Committee responsibilities. This is then discussed with the Directors’ duties and our governance practices. Director themselves. John Bryant’s induction Chair John Bryant’s extensive induction started in March 2023 and included over 50 sessions with various key stakeholders including: the existing Board Chair, all Committee Chairs, the Senior Independent Director, the CEO, the CFO, the Company Secretary, the Deputy Company Secretary, divisional CEOs and CFOs, Group Finance, Group Technology and Cyber Security, Group HR, Group Reward, Group Tax, Group Trading, Investor Relations, Group Communications and key advisers. Further, John was also invited to and attended the AGM on 27 April 2023 where he was able to observe proceedings and meet attending shareholders. Typical induction included the following key areas: Divisions and brands Legal, risk and regulatory Culture, people and reward • UKI: Sky Betting & Gaming, Paddy • Overview of Chief Legal Officer • Remuneration Policy and reward Power, Betfair, tombola. function, comprising legal and structures. company secretarial, regulatory • International: Sisal, PokerStars, • HR operating model. (including safer gambling), Junglee Games, Adjarabet, Betfair compliance, reputation and integrity. • People strategy. and MaxBet. • Divisional risk model. • Leadership. • Australia: Sportsbet. • Anti-bribery and corruption. • Performance and engagement. • US: FanDuel, PokerStars. • Material litigation and legal matters. • Diversity and culture. • Regulatory and licensing. • Talent attraction and retention. • Sustainability. • Safer gambling framework. Governance and internal Technology Strategy control framework • Technology footprint. • Corporate strategy. • Corporate governance. • Global operating model. • Sustainability strategy, Positive • Internal controls function. Impact Plan, including the Play Well • Cross-divisional technology projects. safer gambling strategy. • Internal Audit. • Technology transformation • External audit. programme. • Cyber security. 72 Flutter Entertainment plc Annual Report and Accounts 2023

Strategic report Governance Other information Election/re-election of Directors 2023 Board and Committee evaluation When recommending the election/annual re-election of individual The performance evaluation to assess the performance of the Board, Directors to shareholders, the skills and experience each Director its Committees and Directors for 2023 was carried out internally and brings, as well as their time commitment, tenure and independence, the process is set out on page 74. It considered: are considered by the Nominating and Governance Committee. • the composition, performance and cohesion of the Board and its The Board performance review and evaluation also feed into Committees, reflecting the current and future business model, the this process. strategy of the Group, and risk oversight; Following review and recommendation of the Nominating • the individual competence of each member of the Board and Governance Committee, the Board will recommend the election of Directors; of John Bryant, and the re-election of all other current Directors to shareholders at our upcoming 2024 AGM other than Richard Flint and • the roles and responsibilities and evidence of the strengths David Lazzarato, who are retiring from the Board and will not put of the Board and its Committees; themselves forward for re-election at the 2024 AGM. • the Board’s approach to leading the development of the culture Effectiveness of the Board and values across the Group; In line with best practice and in accordance with the Code and the • any areas inhibiting the Board and its Committees from being FRC Guidance on Board Effectiveness, we annually evaluate the fully effective; and performance of the Board and its Committees to assess their • the quality of materials presented and operation of effectiveness. Led by the Chair and supported by the Senior Board meetings. Independent Director, the performance evaluation considers the balance of skills, experience and independence of the Board with During a Board meeting held on 29 February 2024, the Chair regard to the Board Diversity Policy. presented a report on the outcome of the 2023 performance Every three years, a performance evaluation is carried out externally, evaluation which summarised the feedback and highlighted key which last took place in 2022 by Russell Reynolds Associates, and an themes for consideration by the Board. This was discussed with the update on progress of the actions arising from this review is set out Chair of the Board and Senior Independent Director before being on page 75. The 2023 performance evaluation was internally facilitated presented to the Board. Actions were agreed with the Board and and below we have set out the process we followed and the resulting progress against these will be monitored by the Nominating and action plan. In addition to external Board evaluation services Governance Committee and the Company Secretary during 2024. provided in 2022, Russell Reynolds Associates provides services to the Board relating to recruitment of Non-Executive Directors. As well as the formal performance evaluation process set out across the page, the Chair kept under review the performance of all Non-Executive Directors, having individual meetings and providing feedback as appropriate. Board evaluation cycle process 73 Flutter Entertainment plc Annual Report and Accounts 2023

Strategic report Governance Other information Statement of Corporate Governance continued 2023 Internal Board evaluation process Results and conclusions Focus areas Questionnaires Overall, it was concluded that the Board has Continue to monitor the Board’s skills and The questionnaires issued to each Director functioned well in 2023. The results indicated experience matrix to support future Non-focused on: (i) Board dynamics, behaviours the Board Chair effectively led meetings, the Executive Director recruitment. Ensure that and culture; (ii) Board leadership, composition Board were aware of the views of investors, current arrangements for formulating the and succession planning; (iii) understanding colleagues and other stakeholders and that Board’s schedule of training and education the business, strategic alignment and risk Board members demonstrated a high level of are appropriate. Review plans for Board oversight; and (iv) Board governance. integrity, involvement and appropriate values ongoing training and awareness to in their actions during Board meetings. incorporate external presenters and site visits where appropriate. One-to-one interviews There is a strong cohesive relationship Continue to encourage constructive One-to-one interviews were held with the between Directors and debate is appropriate. challenge and debate during Board Senior Independent Director and each Board members are considered to be making deliberations, ensuring that individual Director and the Company Secretary. This an effective contribution to their roles, Directors unique skills and experience enabled further feedback on individual bringing relevant knowledge, diversity of are utilised. Site visits and meetings with contributions and the collective performance perspective, and an ability and willingness to colleagues and management outside of of the Board. challenge, particularly as new members Board meetings to be encouraged. are onboarded. Board Committees Each of the Committees was effective with Committee Chairs to monitor the remit of Committee Chairs keep under review the strong engagement and Committee Chair their respective Committees with regards performance of their Committees. Individual leadership, allowing adequate time to discuss to their new Charters and ensure oversight Committee effectiveness was incorporated and have appropriate oversight of areas material matters and appropriate time is into the questionnaire and provided to each within its remit. allocated to these matters during meetings. Committee Chair. Chief Executive Officer The CEO had an outstanding year, Lead the implementation of the Corporate The Chair provided feedback to the Chief strategically, operationally and financially. Strategy and continued to lead innovation. Executive Officer on his performance having discussed with the other Directors. Executive Directors The CFO has delivered strong financial results. Drive synergies across the Group, develop the The Chief Executive Officer provided feedback finance team and lead the financial systems to the Chief Financial Officer on his integration programs. performance having also discussed with the other Directors. Chair Since his appointment, the Chair has Continue to lead Board dynamics in the The Senior Independent Director meets performed very effectively in respect of context of the new governance structures with the Non-Executive Directors without Board matters and has facilitated a positive put in place for the additional US listing. the Chair, and also receives feedback from and supportive culture of openness in the Executive Directors on the performance the Boardroom. of the Chair. 74 Flutter Entertainment plc Annual Report and Accounts 2023

Strategic report Governance Other information 2022 evaluation opportunities identified and progress made during 2023 Opportunities Actions Board Review Board composition, taking into account The Nominating and Governance Committee undertook a composition the optimal size of the Board, independence comprehensive review of the Board governance framework which and tenure, the current and future skills included a review of the utilisation of skills and experience of existing requirements, with consideration of gender Non-Executive Directors. As part of ongoing Board refreshment, the future and ethnic diversity and geographical skills requirements of the Board and its Committees was considered in representation requirements. light of the new Board governance structure. Board culture Continue to strengthen Board culture as Board Seven out of nine Board meetings were held in person in Dublin, Ireland, composition continues to evolve with Board Milan, Italy, and New York, USA. These Board site visits provided many refreshment, including ensuring opportunities opportunities for Board members to meet informally outside of Board to meet outside of meetings takes place. cycles. They also provide the Directors with the opportunity to understand Elevate discussions in Board meetings to the local cultures and diverse workforce across location the Group encourage constructive challenge and operates within. contribution to strategy discussions. Long-term Ensure sufficient discussions on the Group’s The Board held a two-day strategy offsite meeting, where extensive vision and long-term vision and strategy take place and strategy discussions were held with divisional and Group functional strategy take into account robust capital allocation heads and other presenters. These sessions helped monitor and evolve discussions. More time during meetings should the ongoing strategy. In addition sessions on the macro environment be focused on strategy matters. within which the Group operates including investor perspective, industry analysis and risk management were facilitated. High-quality Allocate more time to succession planning Board succession planning is now a regular item at every Nominating succession discussions, ensuring the Board has a strong and Governance Committee meeting. As part of ongoing Board planning proximity to the personality, leadership refreshment, the future skills requirements of the Board and its capabilities and potential of candidates. A Committees was considered in light of the new Board review of Board Committee leadership should governance structure. be incorporated into the Board succession planning process. 75 Flutter Entertainment plc Annual Report and Accounts 2023

Strategic report Governance Other information Nominating and Governance Committee Report CORPORATE EVALUATING GOVERNANCE BOARD COMPOSITION ARRANGEMENTS AND TO ENSURE OUR GOVERNANCE IS EFFECTIVE The Committee supports the Board in ensuring that effective governance structures are in place and that the Board and its Committees have an 2023 meeting attendance appropriate balance of skills and experience.” 1 Attended/ Committee members Date appointed eligible to attend John Bryant John Bryant (Chair)2 April 2023 4/4 Nominating and Governance Committee Chair Gary McGann3 Jul 2015 3/3 Highlights Nancy Cruickshank4 May 2019 2/2 • Oversaw changes in composition of the Board and Committees, including appointment of Board Chair. Nancy Dubuc Jun 2021 5/5 • Monitored the progress of ongoing Board and senior management Alfred F. Hurley, Jr. May 2020 5/5 succession plans. Holly Keller Koeppel Jun 2021 5/5 • Oversaw the internal Board evaluation process and Carolan Lennon Sept 2022 5/5 implementation of action plans. • Oversaw the creation of the Chief Operating Officer role. 1. All members of the Committee are Independent Non-Executive Directors • Oversaw the application of the Board Diversity Policy and Board and the Chair of the Board was independent on appointment to that role. diversity external reporting. 2. Appointed Chair of the Committee with effect from 1 September 2023. 3. Chair of the Committee with effect from 29 April 2021 until he stepped down Key focus areas for next year as a Director on 31 August 2023. • Continue to oversee the evolution of corporate governance 4. Stepped down as a member of the Committee with effect from 28 April 2023. practices, particularly in the context of the US primary listing, including developing Corporate Governance Guidelines informed by US market practices and investor expectations. • Continue to review and enhance succession planning at both Board and senior management level. • Continued implementation of the recommendations arising from the 2023 internal Board performance evaluation. • Continue to monitor conflicts of interest and external director commitments. • Review and access shareholder feedback and the shareholder engagement process. 76 Flutter Entertainment plc Annual Report and Accounts 2023

Strategic report Governance Other information Key Committee meetings during 2023 February April August December • Reviewed external 2022 • Reviewed external 2022 • Reviewed Board succession • Considered the process for Board and Committee Board and Committee plans and Board the 2023 Board and effectiveness findings. effectiveness action plan. refreshment principles. Committee effectiveness review. • Independence and election/ • Reviewed Board succession • Consideration of Board and re-election of Directors. planning and Committee Committee composition. • Review of Board succession composition. planning and Committee • Approval of external • Review of Board skills matrix composition. reporting disclosures. • Consideration of Board and Director tenure. diversity in respect of FTSE • Approval of appointment of • Approved the creation of • Approval of Board Diversity Women in Leaders and Spencer Stuart as Board the Chief Operating Officer Policy and measurable Parker Reviews. Search partners. position. objectives. • Consideration of a • Consideration of external proposed Non-Executive Board diversity reporting in Director and Chair respect of targets and the Designate appointment. FTSE Women Leaders and Parker Reviews. • Approved governance matters. Key responsibilities and geographic experience, sexual orientation, disability and cognitive and personal strengths. These differences are considered The Nominating and Governance Committee considers the structure, in determining the optimum composition of the Board, and its size and composition of the Board and its Committees. It advises on Committees and, when possible, should be appropriately balanced. orderly succession planning and non-executive recruitment and makes recommendations to the Board on Board appointments. The The Nominating and Governance Committee reviews all measurable Committee considers the balance skills, experience, knowledge and objectives for achieving diversity on the Board and recommends diversity of background, to achieve our strategic vision and act in the them for Board adoption. At any given time, the Board may pursue interest of shareholders and other stakeholders. The Committee one or more aspects of its Board Diversity Policy and measure oversees succession planning for senior executives and our progress accordingly. corporate governance arrangements. The Board Diversity Policy is available on our website at: www.flutter.com Read the Nominating and Governance Committee Charter at: www.flutter.com/about-us/corporate-governance Board diversity targets and results As at 31 December 2023, the Board has met its target of at least one Read Directors’ biographies at Item 10 Part III of the Form 10-K Board member being from a minority ethnic background and one senior Board position being held by a woman. The Board had 36.4% Diversity, equity and inclusion female representation as at 31 December 2023. The Board recognises We are building a workforce that represents the communities we that there may be periods of change on the Board when female serve, in all aspects of diversity. Our diversity, equity and inclusion representation may temporarily go below its target of 40% while the initiatives are set out in the Work Better section on pages 25 and 27. Board is refreshed. It is the Board’s longer-term intention to meet its Responsibility for our DE&I agenda falls within the remit of the 40% target of female representation on the Board. We continue to Compensation and Human Resources Committee. More details are work towards further enhancing our gender diversity on the Board. set out on pages 95 to 97. The Committee appointed Spencer Stuart as the external search agency to support with ongoing Board refreshment, taking into The Board Diversity Policy and its objectives account gender and ethnic diversity. The Board Diversity Policy sets out our approach to diversity on the We continue to work towards further enhancing our gender diversity Board and its Committees. The objective of the Board Diversity Policy on the Board. Spencer Stuart, the external search agency used is to have a Board and Committees that are well balanced and have during the recruitment process for the appointments of Paul the appropriate skills, knowledge, experience and diversity for the Edgecliffe-Johnson, and Russell Reynolds Associates used during the needs of the business. The Board Diversity Policy incorporates the recruitment process for John Bryant are both accredited under the requirements of the Code, together with the recommendations of Enhanced Voluntary Code of Conduct for Executive Search Firms. the FTSE Women Leaders Review on gender diversity and the Parker Both Spencer Stuart and Russell Reynolds Associates provide Review on ethnicity for FTSE 100 companies. We think about diversity executive search services to the Group, and Russell Reynolds in the broadest sense including diversity of thought, age, gender, Associates was the external facilitator of the 2022 external Board nationality, independence, educational, professional and socio- evaluation process. economic backgrounds, social and ethnic backgrounds, business 77 Flutter Entertainment plc Annual Report and Accounts 2023

Strategic report Governance Other information Nominating and Governance Committee Report continued Board and executive management diversity The following tables set out the information required to be included in the Annual Report and Accounts 2023 under the UK Listing Rule 9.8.6R(10), as set out in Annex 2 to UKLR 9, as at 31 December 2023. The information included in the below tables, and to support the statement made relating to the targets set on the previous page, 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. For the purposes of the below tables, executive management is as defined in the UK Listing Rules, 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 positions on the Board Number of (CEO, CFO, Number in Percentage of Board Percentage of SID and  executive executive Members the Board Chair) management management Men 7 63.6% 3 10 90.9% Women 4 36.4% 1** 1 9.1% Other categories* — — — — —Not specified/prefer not to say — — — — — * In collecting data on gender identity, we also included additional categories including gender fluid, intersex, non-binary, transgender or other gender. ** Holly Keller Koeppel holds the position of Senior Independent Director. Ethnic background Number of senior positions on Number of the Board Number in Percentage of Board Percentage (CEO, CFO, SID executive executive Members of the Board and Chair) management management White British or other White (including minority-white groups) 10 90.9% 4 11 100% Mixed/multiple ethnic groups — — — — —Asian/Asian British 1 9.1% — — —Black/African/Caribbean/Black British — — — — —Other ethnic group (including Arab) — — — — —Not specified/prefer not to say — — — — — Senior managers During the process of ongoing Board renewal, each or a combination Senior managers are defined in legislation as including both persons of these criteria can take priority. responsible for planning directly or controlling the activities of the As part of the annual performance evaluation of the effectiveness of Company (or strategically part of the Company), and any other the Board, its Committees and individual Directors, the Nominating Directors of undertakings including in the consolidated accounts. For and Governance Committee considers the size of the Board, balance reporting purposes, as at 31 December 2023, there were 107 Group of skills, experience, independence and knowledge on the Board and subsidiary entity Board Directors, comprising 10 female and 97 male. the current and future diversity representation of the Board. It also Implementation of the Board Diversity Policy during 2023 focuses on overseeing orderly succession to the Board. All appointments to the Board are based on merit, in the context of The Nominating and Governance Committee and the Company the balance and mix of appropriate skills and experience the Board intend to only engage with search firms which are accredited under as a whole requires in order to be effective. the Enhanced Voluntary Code of Conduct for Executive Search Firms in Board appointments. When undertaking Non-Executive Director Diversity in the Board is a key factor for consideration as part of the recruitment, we require longlists of potential candidates to comprise Board renewal process, and the Nominating and Governance at least 50% female candidates and the inclusion of other candidates Committee takes into account the following criteria when from groups that are traditionally under-represented at board level. considering Non-Executive Director roles: It also focuses on achieving orderly succession to the Board. • skills, knowledge and experience in areas relevant to the operation of the Board, including professional background, international experience and having regard to Board skills gaps; • diversity in all respects, including age, nationality, gender, social and ethnic backgrounds, and cognitive and personal strengths; and • the need for an appropriately sized Board. 78 Flutter Entertainment plc Annual Report and Accounts 2023

Strategic report Governance Other information Succession planning Effectiveness of the Committee The Board’s succession plan is a continuous process and is reviewed regularly. It addresses Board size, Committee structure and The operation, performance and effectiveness of the Committee composition, skills on the Board, tenure, independence, diversity, was monitored by both my predecessor Gary McGann and myself including gender and ethnicity, Board roles, and succession plans for throughout the year. It was also specifically reviewed as part of the key Board and Committee positions. In addition to our regular review internal Board and Committee evaluation process. I am pleased to of Non-Executive Director succession plans, the Committee confirm that it was considered that the Committee was operating continued to review the succession plans of key senior leaders to effectively and focusing on the key areas within its remit. ensure sufficient strength of pipeline of future leaders. Read more on our Board evaluation on pages 73 and 75 Succession plans include contingency strategies for unexpected departures, medium-term plans for orderly replacement of current John Bryant Board members and long-term plans linking strategy with the skills Nominating and Governance Committee Chair needed on the Board in the future. 26 March 2024 Skills and experience For balanced and effective decision making, it is important the Board has a broad range of skills and experience. The Committee maintains a skills matrix of the Board to identify areas for enhancement and allows for the mapping of the Board’s skills as a whole against the evolving needs of the business and ensures that any future search for Non-Executive Directors is focused. This assists in defining the attributes required as part of the search for new Non-Executive Directors. The below table shows the key skills and experience areas identified and how many current Directors posses these skills. 79 Flutter Entertainment plc Annual Report and Accounts 2023

Strategic report Governance Other information Workforce Engagement Committee Report (The Compensation and Human Resources Committee has assumed the responsibilities of the Workforce Engagement Committee, which was stood down with effect from 9 November 2023). Highlights • The Committee continued listening sessions with the workforce to hear directly from colleagues on their views and concerns. These listening sessions covered a diverse range of locations, businesses and skills, including FanDuel, UKI, Group and International divisions. • Reviewed and supported the Global People Strategy and Global Advocacy Programme. • Learnt about emerging global workforce issues, specifically those matters affecting the Group. Membership and operation of the Committee Before the Committee was stood down on 9 November 2023, it met four times during the year and held four listening group sessions. These listening group sessions were held in various locations the 2023 meeting attendance Board visited during the year including with colleagues in FanDuel in New York, Sisal in Milan, Group Functions in Dublin and UKI in Dublin. 1 Date Attended/ Committee members appointed eligible to attend In addition to members of the Committee, regular attendees by invitation included the Board Chair, Chief Executive Officer, Chief Nancy Cruickshank2 (Chair) Jun 2021 4/4 Financial Officer, Chief People Officer, Director of Diversity ahief Mary Turner3 Jun 2021 3/3 People Officers. The Company Secretary, or his Deputy, acted as secretary to the Committee and provided support as required. Richard Flint Jun 2021 4/4 Read more on Directors’ biographies at Item 10 Part III of the Form 10-K Carolan Lennon Jul 2022 4/4 As Chair of the Committee, I, and formerly Mary Turner, reported to Atif Rafiq Jun 2022 4/4 the Board on the key outcomes from each meeting and on how the Committee has discharged its duties. The minutes of all Committee 1. All members are Independent Non-Executive Directors apart from Richard meetings were circulated to the Board for information. Flint who is a Non-Executive Director. All members stepped down from the Committee when it was stood down with effect from 9 November 2023. Key responsibilities 2. Nancy Cruickshank was appointed Chair of the Committee on The main responsibilities and primary role of the Committee were to 1 October 2023. assist the Board in fulfilling its oversight of workforce engagement as 3. Mary Turner stood down as Chair and a member of the Committee on set out in the Code and ensuring the views and concerns of the 30 September 2023. workforce were taken into account during Board decision making. The Workforce Engagement Committee’s duties included: • listening to the workforce to better understand their views and their degree of engagement with their local brand and/or division or function and the wider Group. This listening helped inform the Board’s thinking and guidance to management in workforce Our Workforce Engagement engagement matters. Committee focused this year • Overseeing progress against the Global People Strategy, including: – as to whether it is appropriate in the context of the business on listening to colleagues face- strategies and input the Board has received from the listening activities; to-face in sessions held during – receiving written and verbal updates from management; Board visits to office locations, – receiving metrics and analysis on progress of the implementation and outcomes of the people strategies; and digitally through our – providing guidance through questions, commentary and challenge where appropriate; and employee feedback tools.” – any group or divisional people risk that is of sufficient scale to potentially impact the performance, sustainability or reputation Nancy Cruickshank of the Group. Workforce Engagement Committee Chair, until the Committee was The Workforce Engagement Committee was stood down as part of stood down on 9 November 2023 alignment with US corporate governance practices. The Board will continue to monitor the operation and development of the above activities which now form part of the Compensation and Human Resources Committee. 80 Flutter Entertainment plc Annual Report and Accounts 2023

Strategic report Governance Other information Our people insights 23,009 4 >90 employees listening group sessions held nationalities 3 86% 23 International Board site visits aggregated participation rate for countries digital listening mechanisms 40 Employee Net Promoter Score Review of workforce engagement mechanisms All employees1 The Code introduced a requirement for UK-listed company boards to have in place a mechanism for appropriate workforce engagement to ensure that colleagues are considered by boards as key stakeholders, that board members would be exposed to 8,472 the concerns and views of the workforce, and that the employee Male voice is considered by the board in its decision making. The Female Board reviewed its mechanism for workforce engagement and established the Committee in June 2021. The Code requires boards to keep engagement mechanisms under review so that they 14,537 continue to remain effective. The views and concerns of our workforce are important and are to be taken into consideration during Board deliberations. At the 2023 AGM, shareholders approved the additional US listing. 1. Based on gender demographics as at 31 December 2023. In order to ensure governance practices are in line with US listing requirements, a review of the Board’s governance framework was undertaken, including the appropriateness of its current workforce Committee activities during 2023 engagement mechanisms. Following this review, the Board approved Up until the Committee was stood down on 9 November 2023, the a new governance structure including that workforce engagement Committee received updates on our people priorities, described on matters be assumed by the Compensation and Human Resources page 82, of the Global People Strategy throughout the year. Further Committee. The Board considers this the appropriate mechanism in updates included monitoring diversity, equity and inclusion to include the context of both UK and US listing requirements and US discussions on both the UK and Irish Gender Pay Gap reports, the governance practices, the size and scale of the Group, the differing Global Advocacy Programme, management’s plans to address cultures within each division, and the sub-cultures that exist within operations and shared services such as the implementation of a our brands. The Board believes it is important to meet with the new global HR platform. The Committee also reviewed material workforce to hear directly from them on their views and concerns. people risks that could potentially impact the performance, The Committee held four such listening group sessions during 2023. sustainability or reputation of the Group. The Compensation and Human Resources Committee will continue to monitor and facilitate workforce engagement within the Group to ensure a meaningful dialogue exists between the Board and employees. Through the work of the Committee, the Board aimed to enhance its awareness of employee matters in the context of the Board’s decision-making process.

Strategic report Governance Other information Workforce Engagement Committee Report continued Key Committee meetings during 2023 April • Consideration of talent management. • UKI divisional update. • FanDuel people strategy. • Reviewed updates on setting the pace for positive change. • Held listening group session with FanDuel in New York. • Received updates on simplification through the lens of HR October transformation. • Update from listening group sessions with Sisal in Milan. • Held listening group sessions with Group and UKI in Dublin. • Received a Global People Strategy progress and update June including engagement. • Update from listening group sessions with FanDuel in New York. • NYSE listing process and review of existing workforce • People risk update. engagement mechanisms. • Gender pay equity update. Engagement mechanisms Purpose Listening approaches Listen to the workforce to better Making the Board more accessible to the workforce through a programme of informal understand their views and their degree engagement mechanisms so they can hear directly from the workforce. Examples include: of engagement with their local brand, division or function and the wider Group 1. meetings with cross-sections of the workforce during Board site visits; 2. meetings with senior leaders and high-potential individuals; 3. focus groups on specific topics attended by the Committee or teams responsible for delivery of specific projects; and 4. employee engagement surveys. Oversee progress against the Group This will involve oversight of management activities on workforce engagement to ensure that People Strategy effective mechanisms are currently in place or will be implemented in the future. Examples include: 1. reporting on metrics or targets; 2. review of strategic and culture risks; 3. DE&I progress; and 4. workforce initiatives implemented as part of the Global People Strategy and their progress. Global People Strategy: our five priorities Our Global People Strategy and plan focuses on five key priorities that will enable us to build on our scale as a leader, go beyond our industry and gain a reputation as the best Company in the world to work for. Setting the pace for positive change focuses on our DE&I strategy and associated action plans such as the Global Advocacy Programme. Nurturing critical skills supports us in developing a workforce strategy and building a global community for the skills that matter most to the business. Making everyday experiences easier seeks to simplify and share technology across divisions and locations to enable our businesses to move at pace and to create collaboration. Working smarter focuses on increasing efficiency and leveraging the opportunities of Group’s scale. Our priority of developing and diversifying our top talent is reviewed and discussed at the Nominating and Governance Committee. Setting Nurturing Making Working Developing the pace for critical skills everyday smarter and positive experiences diversifying our change easier top talent 82 Flutter Entertainment plc Annual Report and Accounts 2023

Strategic report Governance Other information Listening groups Culture The Committee held four listening group sessions through 2023, A healthy corporate culture is one in which our values, behaviours which provided the Committee with an opportunity to meet with and people promise are understood by our stakeholders, where a breadth of colleagues across the Group. The Committee compliance, ethics and integrity are embedded, and there is an appreciated the opportunity to understand the various cultures operating environment that is inclusive, diverse and engaging. across the multiple brands. The key themes from these listening Together, these aspects encourage colleagues to make positive sessions and the impact and outcome of these insights are set differences for stakeholders, in which values guide decisions and out below. actions and in which attitudes and behaviours are consistent with high standards of conduct and doing the right thing. Insights from listening sessions The role of the Board in relation to purpose, vision and strategy, which • Divisional colleagues’ views on their connection to the different key brands in comparison to the division itself. underpins our long-term goals and stakeholder engagement, is key in supporting a healthy culture across the Group. Also reinforcing the • The benefits of face-to-face interaction for innovation and agreed cultural tone through the substance of the decisions it takes, collaboration and the need for social interactions. the way in which those decisions are taken and visibility, transparency and communication of those decisions. • Challenges associated with being part of a large global group that has grown significantly by M&A, resulting in a large volume of We operate within a federated model with a widely diverse systems being used across the Group. colleague base and multiple cultures across our brands and divisions. The uniqueness of our diverse cultures is a strength to the • An understanding of the experiences and ideas of colleagues from global nature of the Group yet localised by putting the customer at newly acquired companies as they become part of the Group. the heart of each brand. We empower colleagues by putting • Global mobility opportunities continue to enable growth and decisions as close to the customer as possible. development within the Group; this supports development of To understand more fully how culture manifests in employee beliefs future leaders. and actions, the Committee monitors the development of tools to Impact and outcome of engagement allow culture to be assessed on objective evidence. In working towards this, further enhancements have been made within • Learnt about emerging issues impacting colleagues given the employee engagement surveys. All of this supports the objective of increasing volume of systems being used around the Group identifying shortcomings and taking corrective action should it be because of significant growth and M&A activity and the required. The Board and now the Compensation and Human opportunity to streamline. Resources Committee recognise that this will continue to be an • Learnt about hybrid working models and opportunities to set clear evolving area. expectations to colleagues on in-person interaction, particularly Nancy Cruickshank relating to innovation. Workforce Engagement Committee Chair, until the Committee was • Opportunity identified to increase engagement and stood down on 9 November 2023 communications with colleagues from newly acquired companies. 26 March 2024 83 Flutter Entertainment plc Annual Report and Accounts 2023

Strategic report Governance Other information Audit Committee Report SYSTEM MONITORING OF INTERNAL THE INTEGRITY CONTROLS OF OUR The Audit Committee provides oversight of the financial reporting and disclosure process, ensuring the quality of our audit process and integrity of our system of internal controls.” 2023 meeting attendance Holly Keller Koeppel 1 Attended/ Committee members Date appointed eligible to attend Audit Committee Chair Holly Keller Koeppel April 2022 8/8 Highlights (Chair) (Member: Jun 2021) 2 • Oversaw the implementation of the US listing preparation in Nancy Dubuc April 2023 5/5 relation to the transition to US GAAP and the associated Carolan Lennon July 2022 8/8 accounting and internal control workstreams. David Lazzarato May 2020 8/8 • Reviewed the significant financial judgements made during the year. Mary Turner3 May 2020 6/6 • Conducted a review of the Annual Report and Accounts 2022 to confirm that it was fair, balanced and capable of being 1. All members were Independent Non-Executive Directors. Attendance understood by shareholders. schedule excludes joint Audit and Risk and Sustainability Committee • Conducted a review of our external auditor and, in order to ensure meetings on 1 August 2023 and 13 December 2023. a smooth transition to US GAAP in connection with the US listing 2. Appointed as a member of the Committee with effect from 28 April 2023. and the associated accounting and internal control workstreams 3. Resigned as a Director with effect from 30 September 2023. and ensure continued audit quality in the context of the US listing, proposed the deferral of the rotation of our external auditor and the reappointment of KPMG as our external auditor for the year ending 31 December 2024. • Approved the Group’s 2024 Internal Audit Plan and oversight of the Group Internal Audit function. • Approved the updated Group Treasury Policy. • Oversight of the Internal Controls team, a second line function with responsibility for financial controls. Key focus areas for next year • Continue to provide oversight of integration of financial reporting systems across the Group. • Continue to provide oversight of US listing requirements and ongoing requirements that are relevant to the Committee. • Support the delivery of a comprehensive Internal Audit programme. • Provide continued monitoring of the closure of management actions. • Monitor changes in regulatory reporting requirements. 84 Flutter Entertainment plc Annual Report and Accounts 2023

Strategic report Governance Other information Key responsibilities US listing The main role of the Committee, as set out in its Charter (available at: We oversaw the preparations for the implementation of the US listing in www.flutter.com) is to assist the Board in its oversight responsibilities relation to the accounting and internal control workstreams by by monitoring the integrity of the financial statements of the Group reviewing financial reporting processes, the change in presentational and other financial information before publication, and reviewing currency from Pounds Sterling to US Dollar, and the transition to US significant financial reporting judgements contained in them. In GAAP and other regulatory standards. We collaborated with the addition, the Committee also reviews: Internal Audit team, the external auditor, and advisors in order to • the system of internal financial and operational controls on a assess the accuracy and transparency of the financial statements, continuing basis (the Risk and Sustainability Committee reviews identify potential risks and implement the appropriate internal controls. the internal control and risk management systems); Additionally, we considered the effectiveness of internal corporate governance controls in seeking to align with US market expectations. • the accounting and financial reporting processes, along with the This report has applied US GAAP in line with an equivalence roles and effectiveness of both the Group Internal Audit function exemption contained in DTR4.4.8. An explanation of the application of and the external auditor; and the Group’s accounting policies can be found in item (Critical Accounting Policies and Estimates) of Part II, Item 7 (Management’s • the Company’s compliance with legal and regulatory Discussion and Analysis of Financial Condition and Results of requirements in conjunction with the Risk and Sustainability Operations) of the Form 10-K. Committee of the Board of Directors. Membership and operation of the Committee Internal Audit We work closely with our Internal Audit function and in particular, the The Committee met six times in 2023. The joint Audit and Risk and Group Director of Internal Audit. During 2023, we monitored and Sustainability Committees met twice this year with meetings being reviewed the effectiveness of the Group’s Internal Audit function. This held in August and December. included consideration of the results of Internal Audits undertaken and In addition to members of the Committee, regular attendees who challenges of management’s responses to the findings including attend meetings by invitation included the Chief Executive Officer, the updates on actions identified; approving any changes to the Internal Chief Financial Officer, the Group Director of Internal Audit and the Group Audit Plan for 2023 and approval of the Internal Audit Plan for 2024; and Director of Finance and Treasury. The external auditor, KPMG, also reviewing and approving amendments to the Internal Audit Charter. attends Committee meetings and has direct access to the Chair of the Internal controls over financial reporting Committee. The Company Secretary, or his Deputy, acts as secretary to We reviewed the work undertaken by the Group Internal Controls team. the Committee and provides support as required. It presented its programme for “second line of defence” assurance The Board is satisfied that Nancy Dubuc, David Lazzarato, Carolan work over the design adequacy and operational effectiveness of the Lennon and I all have “recent and relevant financial experience” as financial controls designed to mitigate the risks of financial required under the Code. All members of the Committee were misstatement. We reviewed its plan, which involved the regular review Independent Non-Executive Directors during their appointment to and testing of a tailored suite of internal financial controls. the Committee with financial and commercial experience relevant Financial and business reporting to either the digital and/or consumer industry and the broader During the year, we monitored the integrity of the financial statements commercial environment within which we operate. Therefore, the and the formal announcements relating to the Group’s financial Committee, the Nominating and Governance Committee and the performance and considered the report of the external auditor on the Board are satisfied that the Committee, as a whole, has competence financial statements and the year-end audit. We assessed the Group’s relevant to the sector in which the Group operates. viability in line with the Code requirements and the appropriateness of Read more on our Directors’ biographies at Item 10 Part III of the Form 10-K the going concern basis and maintained oversight of compliance with relevant regulations for financial reporting and the Code. To work effectively, the Committee has unrestricted access to the Reporting and governance Group’s external auditor, KPMG, and the Internal Audit function, which it On behalf of the Board, we undertook a review of whether the Annual meets throughout the year with, and without, management, as Report and Accounts, taken as a whole, was fair, balanced and appropriate. These meetings ensure there are no restrictions on the understandable and provides the necessary information to scope of their audits and allow discussion of any matter that the internal shareholders to assess the Group’s position and performance, or external auditor might not wish to raise in the presence of business model and strategy. Our review of the Annual Report and management. The Committee may obtain, at the Group’s expense, Accounts is described on page 86. outside legal or other professional advice needed to perform its duties. The Committee undertook a review of the Committee schedule of As Chair of the Committee, I report to the Board on the key outcomes proposed meetings in December. from each meeting and on how the Committee has discharged its duties. The minutes of all Committee meetings are circulated to the Risk management and internal control Board for information. The Committee assessed the appropriateness of the Group’s overall Significant activities undertaken during the year risk management and internal control framework. Throughout the year, the Committee had responsibility for ensuring there is a robust Significant financial judgements process in place to monitor and evaluate the principal risks to which Our review of the significant financial judgements made during the the Group is exposed, including those that would threaten its year and any key financial reporting issues are described on page 88 business model, future performance, solvency or liquidity. of this report. We also reviewed the processes for detecting financial fraud, misconduct and control weaknesses and considering responses to any such occurrence. Following these reviews, the Committee concluded that the Company’s systems of risk management and internal control were effective and appropriate in the context of the Group. 85 Flutter Entertainment plc Annual Report and Accounts 2023

Strategic report Governance Other information Audit Committee Report continued Fair, balanced and understandable Is the report fair? • Is the whole story presented and has any sensitive material been omitted that should have been included? • Is the reporting on the business performance in the narrative reporting consistent with that used for the financial reporting in the financial statements? • Are the key messages in the narrative reflected in the financial reporting? • Are the KPIs disclosed at an appropriate level based on the financial reporting? Is the report balanced? • Is there a good level of consistency between the narrative reporting in the front and the financial reporting in the back of the report, and does the messaging presented within each remain consistent when one is read independently of the other? • Is the Annual Report and Accounts an appropriate document for shareholders? • Are the statutory and adjusted measures explained clearly with appropriate prominence? • Are the key judgements referred to in the narrative reporting and the significant issues reported in this Audit Committee At the request of the Board, the Committee considered whether, Report consistent with the disclosures of key estimation in its opinion, the Annual Report and Accounts 2023, taken as a uncertainties and critical judgements set out in the whole, is fair, balanced and understandable and whether it financial statements? provides the information necessary for shareholders to assess • How do the significant issues identified compare with the risks the Group’s position and performance, business model and that KPMG plans to include in its report? strategy. Is the report understandable? How do we define “fair, balanced and understandable”? • Is there a clear and understandable framework to the report? In justifying this statement, we considered the robust process in • Are the important messages highlighted appropriately place to create the Annual Report and Accounts, including: throughout the document? • reviewed a draft of the whole Annual Report and Accounts at a • Is the layout clear with good linkage throughout in a manner meeting in advance of giving its final opinion and ahead of that reflects the whole story? final approval by the Board. The Committee was provided with Conclusion all relevant information, received briefings from management Following its review, we believe that the Annual Report and on how specific issues are managed and challenged Accounts 2023 is representative of the year and presents a fair, management as required; balanced and understandable overview, providing the necessary • received confirmation that each Committee had signed off on information for shareholders to assess the Group’s position, each of its respective Committee reports and reviewed other performance, business model and strategy. sections for which it has responsibility under its Charter; • was provided with a confirmation by management that it was not aware of any material misstatements in the financial statements made intentionally to achieve a particular presentation; and • was provided with findings from KPMG that it had found no material audit misstatements that would impact the unqualified audit opinion during the course of its work. The Committee confirms that it is satisfied that KPMG, as the external auditor, has fulfilled its responsibilities with diligence and professional scepticism. After reviewing the presentations and reporting from management and consulting where necessary with KPMG, the Committee is satisfied that the Annual Report and Accounts appropriately addresses the critical judgements and key estimates, both in respect of the amounts reported and the disclosures. 86 Flutter Entertainment plc Annual Report and Accounts 2023

Strategic report Governance Other information Key Committee meetings* February August • Assessment of external auditor independence and • US listing finance workstreams update. recommendation for reappointment. • Review and recommendation of approval of 2023 Interim • Review of internal controls and risk management systems. Results. • Review of key accounting judgements. • Consideration of going concern basis of preparation. • Review of internal controls year-end attestation. • Review of Internal controls update. • Consideration of fair, balanced and understandable. • Internal Audit update. • Assessment of Viability Statements and going concern basis • Review of external audit update. of preparation. • Approved retention of KPMG as External Auditor for FY2024. • Recommendation of Annual Report and Accounts 2022 and • Approved Related Persons Transaction Policy. results announcement. • Meeting with external auditor without management present. • Consideration of external auditor effectiveness review. • Meeting with Group Director of Internal Audit without • Approval of non-audit services and Policy review. management present. • Meeting with external auditor without management present. • Received an update on the external auditor tender process. October • US listing finance workstreams update. • Review of the 2022 Internal Audit Delivery Plan. • Review of external audit scope of work. April • Review of tax risks update. • Review of Q1 trading update. • Review of treasury update. • US listing finance workstreams update. • Internal Audit update and H1 2024 Audit Plan. • Internal Audit update. • Review of internal controls update. • External audit update. *â€Internal Audit update and external audit update were standing agenda items • Approval of Group tax strategy. at each Committee meeting. • Meeting with Group Director of Internal Audit without management present. 87 Flutter Entertainment plc Annual Report and Accounts 2023

Strategic report Governance Other information Audit Committee Report continued Financial reporting and significant financial issues The Committee monitors the integrity of the financial statements at quarterly, half year and at year end, as well as formal announcements relating to the Group’s financial performance. We considered whether accounting standards are consistently applied across the Group and whether disclosures in the financial statements are appropriate and sufficient. Following discussions with management and KPMG, the Committee has determined that the key risks of misstatement of the Group’s financial statements relate to the following: Matter considered Action Valuation of FOX’s option to acquire stake in FanDuel We gained comfort over this area through discussion with the The Company has in place an agreement with the FOX Chief Financial Officer and the Group Director of Finance in Corporation (“FOX”) that provides FOX with an option (the “FOX relation to key assumptions which involved estimation option”) to acquire an 18.6% equity interest in FanDuel Group LLC, a uncertainty. We also gained an understanding of, and US subsidiary of the Company. The FOX option is recorded as a challenged, the work performed by the external auditor, including liability on the balance sheet and adjusted to fair value through their evaluation of third-party specialists independence, the the Statement of Comprehensive Income/(Loss). A high degree of Company’s licensing probability assumption, and the external estimation and uncertainty was involved in evaluating certain auditors’ fair valuation specialist’s evaluation of the discounts key assumptions used to determine the equity value of the applied for lack of control and marketability and volatility rates option, the discounts applied for lack of control and marketability, and the equity value of FanDuel Group LLC. As a result of the licensing probability, volatility rates and equity value of FanDuel above, the Committee is satisfied that the valuation methodology Group LLC. of FOX’s option to acquire 18.6% stake in FanDuel Group LLC was appropriate. Impairment of PokerStars trademark intangible assets The Company reviews finite-lived intangible assets whenever Group Finance presented the key judgements in respect of the events or changes in circumstances indicate that their carrying impairment of the PokerStars trademark intangible assets following a amount may not be recoverable. In the fourth quarter of 2023, strategic review of PokerStars in the fourth quarter of 2023. The Group PokerStars undertook a strategic review aimed at optimizing also used external third-party specialists in calculating the fair value PokerStars business model and maximizing the value of of the PokerStars trademark. We also gained an understanding of, PokerStars’ proprietary poker assets, by efficiently leveraging the and challenged, the work performed by the external auditor, existing technology solutions and marketing resources across the including their evaluation of the growth rate, discount rate and Group and unlocking synergies with other Flutter brands in their royalty rate used in determining the PokerStars trademark value in existing markets to deliver sustainable growth. This decision use. As a result of the above, the Committee is satisfied that the resulted in a change in the grouping of PokerStars’ acquired valuation methodology and the assumptions use with respect of the intangible assets and the way that the trademark is expected to impairment of PokerStars trademark. generate cash flows in the future, which impacted its valuation with respect to the impairment assessment. 88 Flutter Entertainment plc Annual Report and Accounts 2023

Strategic report Governance Other information External auditor This Committee and the Risk and Sustainability Committee together We reviewed and made a recommendation to the Board in relation support the Board in relation to monitoring the adequacy and to the continued appointment of KPMG as the external auditor and, effectiveness of the risk management systems. During 2023, this as a Committee, approved KPMG’s remuneration and terms of Committee reviewed the output of the Internal Audit function as well engagement for the 2023 financial year. During the year, the as the management of financial risks. The Committee also reviewed Committee reviewed and approved the external audit plan for 2023 the reports presented by the external auditor, KPMG, and reports presented by KPMG, including consideration of its key areas of risk from the Internal Control function. The Risk and Sustainability and the audit approach applied by KPMG, the proposed areas of Committee reviewed the work of the second line functions and coverage of KPMG’s audit and any changes thereto during the year. ongoing operational risk management. To ensure that there is a full The Committee considered KPMG’s updates during 2023 in relation review of the risk management process as a whole, I am a member to the external audit plan, related actions and evaluated the of the Risk and Sustainability Committee and the Chair of the Risk performance of KPMG, including its independence and objectivity, and Sustainability Committee, David Lazzarato, is a member of this and monitored any non-audit services provided by KPMG. The Committee. We also have joint meetings of the Audit and Risk and Committee also reviewed the Group’s Non-Audit Services Policy Sustainability Committee at which a review of the risk management (the “Non-Audit Services Policy”) and, in advance, approved any non- process, as a whole, is undertaken, for its appropriateness and audit services and related fees to be provided by KPMG during 2023. effectiveness in identifying the principal risks and reviewing how those risks are being managed and mitigated. The Committees also Internal Audit rely on the work of internal and external audit to ensure that Internal Audit is an independent assurance function for the Group appropriate measures are taken to address risks as they are whose remit is to provide independent and objective assurance that identified or as their risk profile changes. the key risks to the Group are appropriately identified and managed As part of the overall risk management framework, management and that key controls are operating as expected. It reports directly to maintains divisional risk registers. This Committee and the Risk and the Committee. The Committee annually approves the Internal Sustainability Committee, together, at their joint meeting, formally Audit Charter. consider these and the appropriateness of management’s The Group Director of Internal Audit or his deputy attends and reports risk appetite. at every Committee meeting and has direct access to all Committee Read more on understanding and managing our principal risks members. The Committee Chair also met with the Group Director of on pages 43 to 52 Internal Audit outside of Committee meetings throughout 2023. The Committee approved the 2023 Internal Audit Plan in October 2022 and April 2023 for H1 and H2 2023 respectively and this was assessed Read more in the Risk and Sustainability Committee Report on pages 92 to 94 by the Committee to ensure it provided adequate coverage across the Group and was risk based in its approach. External auditor: KPMG Progress against the Internal Audit Plan was reported to the There are a number of areas which the Committee considers in Committee throughout 2023 and was considered in detail at the half relation to KPMG as the external auditor: its performance, reappointment year and after the year end. We also reviewed the specifics of audit and length of service, effectiveness of the external audit process, findings and the progress of the business in addressing audit independence and the provision of non-audit services, objectivity recommendations. Internal Audit regularly reported to the and remuneration. Committee on risk profiles across the divisions, methodology enhancements and the overall risk management frameworks in the Performance business. In accordance with Chartered Institute of Internal Auditors In December, KPMG presented its Audit Plan and strategy to the standards, an external quality assessment (“EQA”) is undertaken on Committee. It provided detail on the proposed audit approach and the Group Internal Audit function at least every five years. The EQA methodology and the materiality level intended to be used during was undertaken by Deloitte during the year, and a report setting out the audit, and highlighted the areas considered as having a higher its findings confirmed the Internal Audit function was functioning risk due to the level of judgement involved and the potential impact effectively. The Committee will monitor the implementation of the of a misstatement on the Group financial statements. action plan to address recommendations set out in the EQA Report. Deloitte provide consultancy services to the Company. The areas of highest risk were considered to be the valuation of After taking all of this into consideration, the Committee and I are FOX’s option to acquire a stake in FanDuel and the Impairment satisfied as to the Internal Audit function’s performance. of PokerStars trademark intangible assets. In addition, KPMG highlighted that, as required by auditing standards, management Risk management override of controls was also included as a significant audit risk. The Committee reviewed and appropriately challenged the conclusions In accordance with the Code, the Board must describe the principal reached by KPMG before agreeing its proposed Audit Plan’s scope risks to which the business is exposed, and the activities undertaken and approach. to mitigate against them. The Board must also confirm that it has The Committee provided appropriate challenge to the work carried out a robust assessment of the principal risks facing the performed, assumptions made and conclusions drawn, Group, including those that would threaten the business model, particularly in relation to the higher-risk areas identified above. future performance, solvency or liquidity of the business. The Committee meets privately with KPMG at least once a year We must explain how we assessed the prospects of the Group, over without any members of management or the Executive Directors what period we have done so, why this period is considered being present. appropriate and whether the Board has a reasonable expectation that the Group will be able to continue in operation and meet its Reappointment and length of service liabilities as they fall due over the period of their assessment, drawing The Committee makes recommendations on the appointment, attention to any qualifications or assumptions as necessary. The reappointment and removal of the external auditor to the Board. It Board has reported on these requirements on page 53. also reviews whether the external auditor is, and remains, objective and independent. KPMG Ireland was first appointed as the Group’s external auditor in 2002. Prior to the tender carried out in 2022, the 89 Flutter Entertainment plc Annual Report and Accounts 2023

Strategic report Governance Other information Audit Committee Report continued audit was last tendered in 2011 for the year ended 31 December 2011. that this will aid a smooth transition and ensure continued audit Post the merger with Betfair, KPMG LLP, the UK member firm of KPMG quality in the context of the additional US listing. The Board has International, was the Group’s external auditor for the years ended accepted this recommendation and it is proposed that at the 2024 31 December 2016 and 2017. KPMG Ireland has been the Group’s AGM, KPMG will be reappointed as the Company’s external auditor for external auditor since 2018. the financial year ended 31 December 2024. Mike Gibbons is the current lead audit partner, having taken over from Ryan McCarthy During 2022, the Group conducted an audit tender process to select who rotated at the conclusion of the 2022 audit. a new external auditor for the financial year commencing 1 January 2024. Whilst a decision was made following this process that Deloitte While the EU Directive on audit reform which provides for the Ireland would be selected to replace KPMG as external auditor from 1 mandatory rotation of external auditors no longer applies to the January 2024, due to the complexity of the Company’s transition to Group following its de-listing from Euronext Dublin, the Committee US GAAP in connection with the additional US listing and the remains committed to maintaining best practice in external audit associated control and financial workstreams, the Committee standards, including consideration of an audit tender at a future recommended to the Board that the rotation of the Group’s external point in time. auditor be deferred and that KPMG be reappointed as the Group’s external auditor for the 2024 financial year. The Committee believes Effectiveness of the external audit process Bespoke questionnaire Results of the questionnaire Assessment prepared covering • Audit Plan including risk assessment • Results of the questionnaire are • The output from the effectiveness and timetable. collated centrally by Group Finance questionnaire was shared with the and a summary of the findings was Committee and KPMG. • Mindset and culture. provided for the Committee to • Following the Committee’s review of • Qualifications, expertise, character consider the overall effectiveness of the output, the Committee and resources. the function and any action required. confirmed that KPMG is effective as • Dealing with key accounting and external auditor to the Company and audit judgements, and how these recommended to the Board its are communicated. reappointment as auditor be proposed to shareholders at the • Quality and content of deliverables. 2024 AGM. • Response to challenge by the Audit Committee. • Relationship with Internal Audit. Independence and the provision of non-audit services During 2023, KPMG Ireland was engaged to perform agreed upon The Committee implements appropriate safeguards when the procedures on responding to third parties, the half-year review and external auditor also provides non-audit services to the Group. The other non-audit services. The Audit Committee specifically perceived independence and objectivity of the external auditor may considered the impact of this on KPMG’s independence as auditor be compromised where it receives fees for non-audit services, so we and was satisfied that it was appropriate to engage KPMG, having operated a Non-Audit Services Policy during 2023. This formalised the taken into account the potential impact to the auditor’s process to be followed when considering whether to engage the independence and the procedures put in place to reduce them to external auditor for non-audit services. Any engagement of the an acceptable level. During 2023, the Committee monitored the external auditor for non-audit work must satisfy applicable rules and extent to which KPMG was engaged to provide non-audit services legislation, including under the Companies Act 2014, the IAASA Ethical and considered and approved the engagement as required under Standard for Auditors (Ireland) and the SEC independence standards. the Non-Audit Services Policy. An analysis of the non-audit fees provided by KPMG during 2023 is set out in Item 14 Part III of the Form KPMG cannot engage in non-audit services that would compromise 10-K. For 2023, the KPMG Ireland non-audit fees as a percentage of its independence, would violate any laws or regulations affecting its audit fees was 79% (2022: 5%) and at a Group level non-audit fees as appointment as the external auditor, or would lead a reasonable a percentage of audit fees was 51% (2022: 14%). The increase in the third party to regard the objectives of the proposed non-audit amount of non-audit fees in 2023 is due to one-off audit work service as being inconsistent with the external audit. The Non-Audit associated with the additional US listing which are technically Services Policy specifically calls out services that the external auditor classified as assurance. Excluding the impact of these fees, non-cannot provide to the Group. No approval is given by the Committee audit fees as a percentage of audit fees was 3% for KPMG Ireland and for the provision of prohibited services. Beyond this, all engagements 4% at a Group level. of KPMG are formally approved by the Committee in advance. The Committee and I are satisfied that the non-audit services provided and fees paid in relation to these do not impair KPMG’s independence and objectivity and there are sufficient safeguards in place in respect of this. 90 Flutter Entertainment plc Annual Report and Accounts 2023

Strategic report Governance Other information Independence, objectivity and hiring of former Other employees of the external auditor who accept employment by employees of the external auditor the Group must cease any activity on the Group’s audit immediately when they tender their resignation to KPMG. In order to ensure The Committee is also responsible for implementing appropriate objectivity, any partner previously involved in the audit of the Group’s safeguards to ensure the independence and objectivity of the Parent Company or its subsidiaries shall not be recruited in the external auditor, KPMG. Under these safeguards, any offer of Group Finance function. employment to a former employee of the external audit firm, within two years of the employee leaving the external audit firm, During the year, the Committee reviewed KPMG’s annual must be pre-approved by the Committee where the offer is made confirmation of independence within the meaning of the applicable in respect of a senior executive position. Key audit partners will regulations and professional standards and compliance against the not be offered employment by the Group within two years of above internal safeguards. undertaking any role on the audit. Other key team members will not be offered employment by the Group within six months of We are satisfied with the independence, objectivity and effectiveness undertaking any role on the audit. of KPMG as the external auditor, and with the external audit process as a whole. External auditor effectiveness review We considered whether the external auditor had appropriate resources and expertise to conduct the audit, including the competence with which KPMG handled key accounting and audit judgements and the manner in which it communicated them. We spoke to the Chief Financial Officer and management about the objectivity of the auditor. Non-audit services provided by KPMG were reviewed and, as described on page 90, are not considered to have affected the auditor’s independence. The Committee was satisfied that KPMG complied with relevant ethical and professional guidance on the rotation of audit partners. We looked at the effectiveness and organisation of the planning process for the audit, including progress against the agreed Audit Plan, and communication of any changes to the plan in respect of matters such as emerging risks and post-audit evaluation. The Committee was satisfied with the quality of reporting from the external auditor and its recommendations. We also took into account the outcome from an internal management review of its performance. Effectiveness of the Committee The operation, performance and effectiveness of the Committee is monitored by me throughout the year and was also specifically reviewed as part of the internal evaluation process. All feedback received is used to improve the Committee’s effectiveness. I am pleased to confirm that the Committee continues to operate effectively. Read more on our skills matrix on page 79 Read more on our Board evaluation on pages 73 to 75 Holly Keller Koeppel Audit Committee Chair 26 March 2024 91 Flutter Entertainment plc Annual Report and Accounts 2023

Strategic report Governance Other information Risk and Sustainability Committee Report OVERSEEING IMPACTING THE MANAGEMENT GROUP OF MATERIAL RISKS Safer gambling is fundamental to every element of the Group’s strategy and brand sustainability.” David Lazzarato 2023 meeting attendance Risk and Sustainability Committee Chair 1 Attended/ Committee members Date appointed eligible to attend Highlights David Lazzarato (Chair) May 2020 5/5 • Oversaw the management of material risks, the risk management framework and risk strategy, reviewed the Group’s divisional risk Nancy Cruickshank May 2019 5/5 registers, and monitored Group risk appetite. Richard Flint May 2020 5/5 • Oversaw sustainability matters including progress against our Positive Impact Plan pillars, reviewed climate-related disclosure Holly Keller Koeppel Jun 2021 5/5 requirements, data protection and approved the Modern Slavery Atif Rafiq Dec 2021 5/5 Statement. • Oversaw the Group’s Play Well (safer gambling) strategy. 1. All members are Independent Non-Executive Directors apart from Richard Flint who is a Non-Executive Director. • Monitored the regulatory landscape including UK Gambling Act Review and Irish Gambling Bill. • Oversaw the International and Australian division’s regulatory developments. The Risk and Sustainability • Monitored cyber security threats, continued oversight of the Group cyber security strategy and policy. Committee strengthens our • Monitored compliance activities, including anti-money laundering and counter terrorist financing, sanctions, anti-bribery and governance arrangements for corruption policies, whistleblowing arrangements and Code of Ethics. oversight of sustainability • Reviewed and monitored bookmaking risks and trading limits. matters, whilst continuing to • Monitored material litigation and legal matters. monitor the material risks that impact our reputation. 92 Flutter Entertainment plc Annual Report and Accounts 2023

Strategic report Governance Other information Key responsibilities The formalised Whistleblowing Policy and procedures help The main role of the Committee, as set out in its Charter (available at: colleagues to raise issues regarding possible improprieties or www.flutter.com) is to: wrongdoing on a confidential basis. The Committee monitored its effectiveness and was advised of notifications made. We are • advise the Board on the Group’s overall risk appetite, tolerance satisfied that the whistleblowing process is working appropriately. and strategy, including advising on principal and emerging risks; Read more on the Group Code of Ethics on page 41 • oversee and monitor the material risks and opportunities facing the Group and the processes in place to manage them; and Risk management framework • oversee the Company’s compliance with legal and regulatory During 2023, we monitored key areas of risk: regulatory and legal, risk requirements in conjunction with the Audit Committee of the strategy and Group risk management governance framework, as Board of Directors. well as how embedded our three lines of defence model is. Key focus areas for next year Read more on risk management on pages 43 to 46 • Oversee progress of our Positive Impact Plan. • Oversee progression of safer gambling strategy and continue to Bookmaking risks and trading limits sponsor the promotion of safer gambling standards across the We reviewed and approved the performance of the Group’s policies Group and industry. in respect of bookmaking risks. During 2023, the Committee received presentations from the Chief Trading Officer, as well as presentations • Review the outcomes of the UK Gambling Act Review and from management, on the adequacy and effectiveness of the establishment of an Irish gambling regulator. Group’s Bookmaking and Risk Management functions. We also • Oversee strategic risks and risk appetite of material risks of the reviewed the Group’s bookmaking risk and pay-out limits. Group. Risk management, including identification of • Oversee crisis management plans and simulation exercises. emerging risks • Monitor and mitigate cyber security threats and data protection We support the Board in monitoring the Group’s risk management risks. processes for their appropriateness and effectiveness in identifying • Monitor external regulatory environment and licensing the emerging and principal risks facing the Group. As part of the requirements. overall risk management framework, management maintains individual divisional risk registers for each division. These detail the • Monitor key third-party suppliers. significant risks facing the business and the potential likelihood and impact of these risks materialising once the existence of controls • Monitor bookmaking risks and trading limits. and mitigating factors are considered. Key activities undertaken in 2023 The Committee also reviews how our risks are being managed and Sustainability mitigated and has oversight of key second line functions such as Risk Our sustainability strategy, our Positive Impact Plan, was launched in Management, Compliance and Information Security. During 2023, as February 2022. As part of its regular risk assessment, the Committee part of its procedures to identify emerging risks as well as to monitor takes account of the significance of sustainability matters to the established risks, we met with, and received, detailed presentations business of the Group. We stay updated on the Group’s objectives from various key functions to discuss how we manage our main and strategy in respect of sustainability and progress in the delivery operational risks, including specific updates in relation to the of agreed actions. As detailed in the Strategic Report, our Positive International division, as well as updates on cyber security-related Impact Plan addresses safer gambling, DE&I, environment and risks, commercial risks and strategic risks among others. The Audit climate, and community engagement and corporate social Committee has oversight of the third line function. responsibility initiatives. Read more on the Audit Committee on pages 84 to 91 Read more on sustainability on pages 16 to 42 To ensure that there is a full review of the risk management process Compliance as a whole, I am a member of the Audit Committee and Holly Keller The Committee regularly received updates on the Group’s ongoing Koeppel (Audit Committee Chair) is a member of this Committee. In compliance with its regulatory licences and legal obligations. We are addition, updates are provided by each Committee Chair at each kept up to date about any important communications with Board meeting. During 2023, we held two joint meetings of the Audit regulators and management of such relationships. The Committee and Risk and Sustainability Committees. In these meeting we was updated on the Group’s Code of Ethics, which sets out the specifically review the risk management process as a whole, for its standard of conduct and behaviour expected of our colleagues appropriateness and effectiveness in identifying the emerging and throughout the organisation. principal risks and how those risks are being managed and The Committee considered the processes in place to manage and mitigated, the Group’s risk registers, and the appropriateness of mitigate the risks related to relevant operational matters, related management’s risk appetite. This is then reported to the Board for its standards and policies and how these are communicated to all assessment and approval. colleagues, including mandatory training. These included anti- Read more in the Audit Committee Report on pages 84 to 91 money laundering, anti-bribery, sanctions, whistleblowing, marketing compliance and data protection and privacy. Our policies, procedures, management systems and internal controls are there to prevent issues such as bribery and corruption occurring. 93 Flutter Entertainment plc Annual Report and Accounts 2023

Strategic report Governance Other information Risk and Sustainability Committee Report continued Key Committee meetings Joint Audit and Risk Committee meeting The Committee held two joint meetings with the Audit Committee in August and December. The purpose of the joint meetings is to February consider key matters relevant to both Committees. Key updates included cyber security, ESG oversight, review of the risk profile and • Legal and regulatory update. aligned assurance, report on whistleblowing and review of the • ESG update on communities and environmental. Directors’ Compliance Policy Statement. • Bookmaking risk and trading update. Risk tolerance • Risk management update including crisis management and Given the operating environment and industry in which we operate, business continuity. we continuously face risks and uncertainties. An overview of the • Review of external reporting disclosures. Group’s risk profile is set out in Understanding and Managing Our Risks on pages 43 to 52. The Group’s risk tolerance is set by the Board • Money Laundering Reporting Officer Report. as well as the level of risk we will accept to achieve our principal strategic objectives. • Data Protection Officer Report. Our overall risk tolerance is low and is contained in our Risk Appetite • Compliance Report year ended December 2022. Statement. This tolerance, alongside our culture, shows colleagues how to respond to risk. Our divisional risk teams, with support from • Safer gambling update. Group Risk, continue to monitor potential risks or breaches of our risk • Approval of Cyber Security Policy and Framework. tolerance and report to the Committee. August Read more on strategy on pages 8 to 11 • Safer gambling update. Safer gambling • Legal and regulatory update. • Review of litigation log. Safer gambling is fundamental to every element of the Group’s strategy and brand sustainability. The Board considers preventing gambling-related harm to be an essential part of behaving • UKI divisional update. responsibly as a business and we continue to enhance wide-ranging • M&A update.. policies, tools and support mechanisms to help our customers manage their gambling. We actively engaged with the UK’s • Annual financial crime compliance review. Gambling Act Review, the establishment of a gambling regulator in • Safer gambling update. Ireland, as well as safer gambling initiatives across the Group. Safer gambling continues to be a very high priority area for the Board. • Cyber Security update. In addition to safer gambling being a standing agenda item as part • Approval of Health and Safety policy. of the Chief Executive Officer’s update at Board meetings, the December Committee spends considerable time reviewing the strategic objectives and priorities for the Group and the progress being made • Legal and regulatory updates. in relation to agreed actions and workstreams, as well as the • Policy reviews including gifts and hospitality, conflicts of monitoring of risks. Related presentations provide the opportunity to interest, anti-bribery and corruption, sanctions, anti-money receive updates on the progress being made, for example on safer laundering and counter financing of terrorism and third- gambling operating controls and the continual improvements being party financial crime. made in relation to interactions with customers. Detailed Safer gambling meetings were held throughout 2023. These act as a • Cyber security update. mechanism to keep Board members up to date on safer gambling- • Resilience Framework, crisis management and business related views, monitor progress of the “Play Well” strategy and continuity update. facilitate the Board to input and challenge on material safer • Positive Impact Plan update. gambling matters and key topics such as how we can best protect customers. • Safer gambling update. Read more on safer gambling on pages 21 to 24 • Committee governance matters. Effectiveness of the Committee • Annual Modern Slavery Statement. • Global Advocacy Programme update. This is monitored by me and was also specifically reviewed as part of the external Board and Committee evaluation process. All feedback received will improve the Committee’s effectiveness particularly as the scope and remit of the Committee evolves in a very dynamic market. I am pleased to confirm that the Committee continues to operate effectively. Read more on our Board evaluation on pages 73 to 75 David Lazzarato Risk and Sustainability Committee Chair 26 March 2024 94 Flutter Entertainment plc Annual Report and Accounts 2023

Strategic report Governance Other information Directors’ Remuneration Report 2023 COMPENSATION COMMITTEE CHAIR’S AND STATEMENT HUMAN RESOURCES Highlights in 2023 • Final consultations with shareholders on the 2023 Executive Director Remuneration Policy ahead of approval at the 2023 AGM. • Discussion and approval of compensation arrangements for the Executive Committee, including joiners, leavers and promotions. • Preparation and groundwork to understand the impact of the Company’s additional listing on the NYSE and cancellation of listing on Euronext Dublin, on governance, reporting and disclosure requirements. • Preparation also included conducting a competitive tender process for the Committee’s US adviser and appointment of Pearl Meyer to this role. • Approved performance measures and targets for relevant annual 2023 meeting attendance bonus and Tranche 1 of consolidated LTIP. • Continued monitoring of Company’s approach in response to Attended/ high-inflation economic environment and impact on both 1 eligible to executive and wider workforce pay. Committee members Date appointed attend • Expansion, at the end of the year, of the Committee’s scope to 1 Sept 2022 include wider HR matters. Committee name amended from Alfred F. Hurley, Jr. (Member: May 2020) 11/11 Remuneration Committee to Compensation and Human John Bryant April 2023 6/6 Resources Committee to reflect this change. Nancy Cruickshank2 April 2023 5/6 For full details of Committee activities please see page 104 Atif Rafiq3 Nov 2023 1/2 Key focus areas for next year Nancy Dubuc4 June 2021 9/9 • Continue to keep abreast of UK, US and European corporate 5 governance changes and market practice including impact of Gary McGann Jul 2015 7/7 potential US primary listing on governance and reporting. Mary Turner6 May 2020 8/8 • Ensure that remuneration opportunities remain appropriate to attract and retain key talent. 1.â€All members are Independent Non-Executive Directors, and the Chair of the Board was independent on appointment to that role. • Further consideration of the impact of additional listing on the 2. Missed one meeting due to a family bereavement. NYSE on executive compensation. 3. Absent from one meeting due to a long standing prior engagement scheduled prior to his appointment to the Committee. • Continue to monitor workforce pay ensuring that pay practices across Flutter remain appropriate to attract and retain talent. 4. Nancy Dubuc stepped down as a member of the Committee on 9 November 2023. • Continue strong shareholder engagement where necessary. 5. Gary McGann resigned as a Director with effect from 31 August 2023. • Consider and set incentive plan targets that are appropriately 6. Mary Turner resigned as a Director with effect from 30 September 2023. stretching. Other attendees • Ensure effective integration of duties of former Workforce The Chief Executive Officer, Chief Financial Officer, Chief Engagement Committee responsibilities to annual C&HR People Officer, Group General Counsel and Company Committee schedule. Secretary, Group Reward Director, Director of Executive Compensation and Share Incentives and • Continued focus on diversity, equity and inclusion agenda across PricewaterhouseCoopers (“PwC”), our remuneration advisers, the Group. attended some or all of the meetings by invitation but are not • Oversee Group’s progress against our people strategy. members. Individuals are not present when their own remuneration is discussed. In addition, Pearl Meyer were The Committee’s Charter is reviewed annually and is available at: appointed as the Committee’s US adviser and attended www.flutter.com/about-us/corporate-governance/board-committees meetings to provide advice on the potential impact of the additional listing on the NYSE. The Deputy Company Secretary & Head of Governance acts as secretary to the Committee. 95 Flutter Entertainment plc Annual Report and Accounts 2023

Strategic report Governance Other information Directors’ Remuneration Report 2023 continued How this Directors’ Remuneration Performance outcomes ending in 2023 Report is structured 2023 annual bonus The 2023 bonus plan was based on Group Revenue (30%), Group Adjusted EBIT (25%), US Adjusted EBITDA (25%) and Safer Gambling As an Irish-incorporated company, Flutter Entertainment plc is (20%), with stretching targets set for all four measures as outlined on not subject to the UK’s remuneration reporting requirements; page 106. however, our preference is for our remuneration policies, practices and reporting to reflect best practice corporate The Group delivered a strong performance in 2023 with revenue governance for the country in which the Company’s shares growth of 25% driven by further expansion of our AMP base by 20% to have their primary listing. Accordingly, the Committee complies 12.3m global players. This resulted in total Group Adjusted EBITDA with the UK reporting regulations on a voluntary basis. which was 46% higher year on year as the expected Adjusted EBITDA inflection of our US business transforms the earnings profile of the • This Compensation and Human Resource Committee Group. 2023 saw further expansion of our US business as excellent (formerly Remuneration Committee) Chair’s Statement execution drove continued strong growth for FanDuel. We were the on pages 95 to 97 provides context for the Committee’s first online operator to deliver a positive full-year Adjusted EBITDA in decisions in the year including on implementation of the the US and outside of the US we delivered a strong performance Remuneration Policy approved by shareholders at the 2023 underpinned by impressive growth in UKI and a full year of AGM. It also sets out the remuneration outcomes for contribution from Sisal, which we acquired in 2022. Executive Directors. We’ve long been leading the way on responsible, sustainable play • An abbreviated version of the Remuneration Policy that and made further progress on this in 2023 with continued focus on was approved by shareholders at the 2023 AGM is on player wellbeing. Our significant success has been supported by the pages 99 to 102, summarises the key terms of each of inclusion of a safer gambling measure within our remuneration the remuneration elements. A full version of the 2023 structures across the Group, with at least 15% of employee bonuses Remuneration Policy is set out in the Annual Report and being aligned with our Play Well efforts, fostering a long-term Accounts 2022 available at sustainable business. Our Play Well efforts are empowering Flutter Annual Report and Accounts 2022 customers to maintain control, make informed decisions, and foster • The Annual Report on Remuneration section, which runs a healthier, more responsible approach to gambling which from pages 103 to 116, details the remuneration enhances their overall gaming experience. In 2023, there was a 10.6% arrangements and outcomes for the year under review. increase in the proportion of customers engaging with Play Well tools, with 44.9% of our global customer base now engaging with at For clarity and to aid comparability with previous years, least one tool. remuneration is reported in pound sterling. Where relevant, remuneration is converted to pound sterling from euros, to Overall, performance against both the financial and safer gambling simplify reporting. measures was strong with the overall outcome for the 2023 annual bonus being 92.7% of the maximum opportunity (2022: 34.5%). As disclosed in the 2022 Directors’ Remuneration Report, financial Chair’s Statement: measures would be adjusted if changes in legislation occurred in As Chair of the Flutter Compensation and HR Committee, I am any US states that resulted in unexpected revenue streams or pleased to present the Directors’ Remuneration Report for 2023. In additional investment. During the year the state of Kentucky legalised this statement I cover the key items considered by the Committee sports betting, a state launch that was unknown at the time of the during the financial year, including the incentive outcomes for the setting of bonus targets. The Committee therefore adjusted the year and supporting business context. Our new Remuneration Policy outcome to reflect this state opening, which resulted in an increase was approved at the 2023 AGM and the decisions made during the in the overall bonus outcome by 6.4% (of max). financial year have been taken within that framework. The The Committee considered the performance of the Group Committee was pleased with the high level of shareholder support throughout the year and deemed the level of annual bonus pay-out for both the Remuneration Policy and the Remuneration Report, to be appropriate. Half of each current Executive Director’s resulting receiving 90.6% and 95.8% of votes in favour, respectively, and I would pay-out will be deferred into the Deferred Share Incentive Plan like to thank shareholders again for their engagement in the (“DSIP”) for a period of three and four years. Further details are set out development of the new Remuneration Policy. on page 106. As outlined in the Chair’s introduction, during the year the Company 2021 LTIP indicated its intention to pursue a listing of its shares in the US and The 2021 LTIP was assessed against relative TSR performance, has also subsequently confirmed its intention to move its primary measured against the FTSE 100 (excluding housebuilders, real estate listing to the US during 2024, subject to shareholder approval at the investment trusts and natural resources companies). Our TSR 2024 AGM. The initial proposal was approved at the Company’s 2023 performance during the performance period was below the threshold AGM, and the additional listing on the New York Stock Exchange target of the median of the peer group and as such, the 2021 LTIP will (“NYSE”) occurred on 29 January 2024. With this in mind, the not vest. This performance has largely been impacted by the start of Committee has begun work to ensure that it is fully cognisant of the the TSR performance period which included a period of historically governance and reporting requirements associated with a US listing, high share price performance. Further details are set out on page 107. as well as the broader landscape of market practice. In light of Company performance, the Committee has reviewed and To align with governance requirements and norms that result from is satisfied that the Remuneration Policy has operated as intended, the additional listing on the NYSE, towards the end of 2023, the and that the outcomes for both the 2023 annual bonus and 2021 LTIP Committee expanded its scope to include wider HR matters and are appropriate in the context of the Company’s performance. many of the responsibilities of the former Workforce Engagement No discretion has been exercised in respect of the bonus or Committee. The Committee’s name has therefore been amended LTIP outcome. to the Compensation and Human Resources Committee to reflect this change. This change has not impacted the Committee’s ability to meet its obligations under the UK Corporate Governance Code. 96 Flutter Entertainment plc Annual Report and Accounts 2023

Strategic report Governance Other information Wider workforce Reflecting the commencement of the additional listing on the NYSE, The Committee has maintained active oversight of the pay and to recognise that a significant proportion of the Company’s arrangements for the wider workforce. During the year, we have future growth will be generated in the US, for the 2024 tranche of the continued to focus on investment in salaries, giving colleagues consolidated LTIP award, relative TSR performance will be assessed greater certainty to plan for the future in the challenging economic against the S&P 500. Following the commencement of this additional environment. In my statement last year, I highlighted the financial listing on 29 January, we wrote to our largest shareholders regarding education programmes we offer to colleagues to help them take this change, the feedback received was positive. Note that there are control of their personal finances, and the launch of the first phase no changes to the measurement of the 2023 tranche of the award. of a new, interactive, online financial education tool, resulted in over Flutter will continue to operate an additional underpin on the whole 2,000 employees interacting with the platform, showing a pleasing award which requires the Compensation and Human Resources level of engagement on an under-addressed topic. To date, the Committee to be satisfied that the formulaic outcome appropriately platform has been rolled out in eight countries in which we operate reflects the Company’s underlying performance, and that it has been with a full global roll out planned for 2024. achieved with regard to the Company’s Positive Impact Plan objectives including, and in particular, measures to promote In addition, many colleagues across the Group are now able to safer gambling. benefit from a new wellness fund giving employees a budget that is to be used to support both their physical and mental wellbeing. During the year, the Committee conducted the annual review of base salary levels for Executive Directors, taking into account a range As a Committee we will continue to monitor the pay and conditions of factors including the broader market context, inflation and the of our workforce around the globe. The former Workforce Engagement average increase awarded to the wider workforce both globally and Committee played an important role in gathering the specific views in the UK. Following consideration, the Committee determined that of our workforce, and ensuring these views informed Committee and Executive Directors will receive an increase of 3.5% effective 1 March Board decision making. With the structural integration of some of the 2024. This increase is below the average increase awarded to the responsibilities of the Workforce Engagement Committee with this Group’s UK workforce. Committee, I envisage this process to be further streamlined going forward ensuring employees’ views are clearly heard as part of the Effectiveness of the Committee decision-making process. The operation, performance and effectiveness of the Committee is monitored throughout the year, and also specifically reviewed as Executive Director changes part of the internal evaluation process. All feedback received is used In March 2023, Paul Edgecliffe-Johnson joined Flutter as Chief to improve the Committee’s effectiveness. I am pleased to confirm Financial Officer (“CFO”) and was appointed as a member of the that the Committee continues to operate effectively. Read more on Board. At the same time Jonathan Hill took up the newly created our Board evaluation on page 74. Executive Committee role of Group Chief Operating Officer (“COO”). Jonathan formally stepped down from the Board following the During the year, the Committee appointed Pearl Meyer, a US-based Company’s AGM on 27 April 2023. Paul’s remuneration package on firm of remuneration consultants, to work alongside PwC as executive joining is disclosed in our 2022 Directors’ Remuneration Report and is remuneration advisers to provide guidance on the implications of aligned to Jonathan’s in his role as CFO. The Committee considered a US stock exchange listing on governance including reporting and this appropriate as it reflects his extensive experience in senior disclosure requirements as we make the transition to US compensation executive roles in finance and international business in a successful reporting requirements. This will help to ensure that the Committee FTSE company. remains effective over this coming period. The arrangements for Jonathan Hill, for the period in which he Looking ahead remained an Executive Director, continued to be in line with the I believe that the decisions that this Committee has made during approved Remuneration Policy. 2023 will continue to incentivise management to deliver exceptional performance, executing against our strategy whilst continuing to Implementation for 2024 place an appropriate emphasis on safer gambling. We look forward The way in which we intend to implement the Directors’ Remuneration to receiving shareholders’ support at the 2024 AGM. Policy in 2024 is similar to that of 2023, and the Committee continues to review the performance measures associated with both the 2024 promises to be an exciting year for the Company with the annual bonus and the long-term incentive plans to ensure that they prospect of moving to a primary listing on the NYSE and continued are best aligned with the delivery of business objectives over the growth of our businesses around the world. medium to long term. Alfred F. Hurley, Jr. For 2024, the annual bonus will continue to be assessed against Compensation and Human Resources Committee Chair Group Revenue (30%), Group Adjusted EBIT (25%), FanDuel Adjusted 26 March 2024 EBIT (25%) (formerly US Adjusted EBITDA) and safer gambling (20%). In line with previous years, given the short time horizon, the Committee considers bonus measures to be commercially sensitive and the details of targets will be disclosed retrospectively in the future once outcomes have been assessed. 97 Flutter Entertainment plc Annual Report and Accounts 2023

Strategic report Governance Financial statements Directors’ Remuneration Report 2023 continued Performance measures for the 2024 annual bonus Group Revenue Group Adjusted EBIT FanDuel Adjusted EBIT Safer Gambling 30% 25% 25% 20% Implementation of Policy – 2024 Remuneration element Details Total Salary Peter Jackson—Ł1,265,443 (3.5% increase effective 1 March 2024) Paul Edgecliffe-Johnson—Ł776,250 (3.5% increase effective 1 March 2024) Pension Peter Jackson – 9% of total salary paid as cash in lieu of contributions Paul Edgecliffe-Johnson – 9% of total salary paid as cash in lieu of contributions Pension levels in line with average contribution opportunity for wider UK workforce Annual bonus Peter Jackson – maximum opportunity of 285% of total salary Paul Edgecliffe-Johnson – maximum opportunity of 265% of total salary 50% of award paid out as cash 25% of award deferred as shares for three years 25% of award deferred as shares for four years Performance conditions – see page 112 LTIP Tranche 2 of consolidated LTIP with three-year performance period of 2024-2026. Holding period applies until 28 April 2029 Performance condition – TSR performance relative to constituents of S&P500. Vesting schedule as follows: Threshold – median performance – 12.5% vesting Maximum – upper quartile performance – 100% vesting Vest on a straight-line basis for performance between median and upper quartile Full details on page 112 98 Flutter Entertainment plc Annual Report and Accounts 2023

Strategic report Governance Other information Remuneration Policy The Remuneration Policy was approved by shareholders at the 2023 AGM. For ease of reference, the Remuneration Policy table and our remuneration policy for the wider workforce sections have been reproduced in the summary below. The full Remuneration Policy can be found in the 2022 Directors’ Remuneration Report. Remuneration Policy table Element Purpose and link to strategy Operation and performance measures Maximum opportunity Total salary To attract and retain high- Generally reviewed annually but may be Increases (as a percentage of total salary) will calibre talent in the labour reviewed at other times of the year in generally be in line with salary inflation and market in which the Executive exceptional circumstances. limited to those offered to the wider workforce. Director is employed. Total salaries (inclusive of any Director Higher increases may be appropriate in certain fees) are set with reference to individual circumstances including, but not limited to: skills, experience, responsibilities, • where an individual changes role; Company performance and performance in role. • where there is a material change in the responsibilities or scope of the role; Independent benchmarking is conducted on a periodic basis against • where an individual is appointed on a below-companies of a similar size and market salary, with the expectation that this complexity, as well as those operating in salary will increase with experience and the same or similar sectors, although this performance; information is used only as part of a broader review. • where there is a need for retention; • where salaries, in the opinion of the Committee, have fallen materially below the relevant market rates; and • where the size of the Group increases in a material way. Benefits To provide market Employment-related benefits may The value of benefits may vary from year to competitive, cost-effective include (but are not limited to) private year in line with variances in third-party supplier benefits. medical insurance, wellbeing benefits, costs, business requirements and other life assurance, income protection, changes made to wider workforce benefits. relocation, travel and accommodation assistance related to fulfilment of duties, tax equalisation and/or other related expenses as required. Where expenses are necessary for the ordinary conduct of business, the Company may meet the cost of tax on benefits. Pension To provide retirement Paid as a defined contribution and/or Contribution (or an equivalent cash payment in benefits that are cash supplement. lieu) in line with the wider workforce level in the appropriately competitive country in which the Executive Director is based. within the relevant The current Executive Directors are based in the labour market. UK where the median of the wider workforce is 9% of salary. This level may change in the future in line with any changes to the workforce pension levels. 99 Flutter Entertainment plc Annual Report and Accounts 2023

Strategic report Governance Other information Directors’ Remuneration Report 2023 continued Element Purpose and link to strategy Operation and performance measures Maximum opportunity Annual bonus To incentivise and reward The Committee reviews the annual bonus Threshold performance will result in an annual and DSIP the successful delivery of every year, to ensure that the opportunity, bonus pay-out of 25% of the maximum annual performance performance measures, targets and opportunity. targets. The DSIP also weightings are appropriate and in line with For target performance, the annual bonus provides a link to long- the business strategy at the time. earned is two-thirds of the maximum term value creation. Performance is determined by the opportunity. Committee on an annual basis by Maximum annual opportunity of 285% of total reference to Group financial or strategic salary for the CEO and 265% of total salary for measures, or personal objectives, although other Executive Directors. the financial element will always account for at least 50% of the bonus in any year. At least 50% of any annual bonus will be deferred under the DSIP, with the remaining balance paid in cash. Any deferred element is released 50% after three years and 50% after four years from the date of grant. The Committee may determine that the element deferred under the DSIP may be subject to a further underpin. Malus provisions apply to the annual bonus and DSIP both prior to vesting and clawback applies for a period of two years post-vesting. Dividends (or equivalent) accrue and are paid on any DSIP awards that vest. LTIP To attract, retain and Our underlying structure is a traditional The normal annual maximum opportunity is 400% incentivise Executive long-term incentive plan with a three-year of total salary for the CEO and 300% of total Directors to deliver the performance period and a requirement to salary for other Executive Directors. A single grant Group’s long-term strategy hold shares for at least five years from the covering four years’ awards was made in 2023 while providing strong date of grant. giving a total grant in 2023 of 1,600% of total alignment with salary for the CEO and 1,200% of total salary for A consolidated one-off award of shareholder interests. the CFO. performance-based nil-cost options was granted to Peter Jackson and Paul Threshold performance will result in vesting at Edgecliffe-Johnson in 2023. The award 12.5% of the maximum opportunity. consists of four tranches, each of which will have successive three-year performance periods and appropriate holding periods either side such that the overall vesting and holding period for each tranche will be six years from the date of grant, with release in 2029. Tranche 1 will vest in 2026, Tranche 2 in 2027, Tranche 3 in 2028 and Tranche 4 in 2029. It’s intended that the vesting of all four tranches of the award will be based on a relative TSR measure, with an additional underlying performance underpin. Any new Executive Directors will be able to participate in any tranches whose performance periods have not yet begun or which begin in the year of joining, or a new full award will be granted following appointment. Malus and clawback provisions apply to the LTIP, which allow the Company to reduce or claw back awards. Dividends (or equivalent) accrue and are paid on LTIP awards that vest. 100 Flutter Entertainment plc Annual Report and Accounts 2023

Strategic report Governance Other information Element Purpose and link to strategy Operation and performance measures Maximum opportunity SAYE To facilitate share The Company operates Save As You Earn Maximum opportunity is in line with plan limits, ownership and provide share plans for all employees (in the UK which are currently £500 per month in the UK. alignment with this is an HMRC-approved plan); the Maximum opportunity for employees in other shareholders. Executive Directors may participate in the countries is €500 per month or local equivalent. plan on the same basis as other employees. Participants are invited to save up to the monthly limit over a three-year period and use these savings to buy shares in the Company at up to the maximum discount allowable in the relevant jurisdiction. Shareholding To create alignment Executive Directors must build up and N/a guidelines between the interests of maintain a holding of shares in the Executive Directors and Company equivalent to a minimum of shareholders. 500% of total salary for the CEO and 400% of total salary for other Executive Directors. Executives have five years from appointment to the Board or any new Policy coming into effect in which to build up their holding, and must retain half of any post-tax vested awards until the guidelines are met. Shareholding guidelines may be met through both beneficially owned shares and vested but unexercised options on a notional net of tax basis. Executives are required to hold the lower of their respective shareholding guideline and the actual shareholding immediately prior to departure for two years post-departure. Our remuneration policy for the wider workforce Below Board level, employees receive a remuneration package that is reflective of their role and responsibilities, set by reference to internal relativities and external market data where applicable. Employees at the Executive level will typically have a greater emphasis on performance-related and long-term pay compared with those below this level. Details are given in the table below: Element Approach Salary When reviewing salary levels, consideration is given to the level of responsibility, skill, experience and salary levels in comparable companies. Remuneration surveys are referenced, where appropriate, to establish market rates. Although increases may vary, Executive Director increases are generally aligned with the typical increases awarded across the rest of the workforce in the relevant market under normal circumstances. Pension and Benefits and pension arrangements are tailored to local market conditions for all of our employees across the Group. benefits Annual bonus The majority of our employees are eligible to participate in an annual bonus plan, with award sizes varying by organisational level and location. Performance measures are tailored to be suitable to the strategic priorities of the division, and the geographic location. Some employees, for example those in our retail shops, have different incentive structures in place. Incentive plans The Executive Committee and other members of senior management are eligible to participate in Flutter share incentive plans, which vest based on continued employment and, in some cases, are also subject to performance conditions. We also offer incentive awards to critical talent. We have a number of division or brand-specific Long Term Incentive Plans in place to incentivise employees in specific parts of the business aligned to delivering strategic priorities. All of our workforce is eligible to participate in the employee Sharesave plan, with the basis of participation varying depending on the specific regulatory requirements of each geographic location. Shareholding Shareholding guidelines are in place for Executive Directors and Executive Committee members. guidelines 101 Flutter Entertainment plc Annual Report and Accounts 2023

Strategic report Governance Other information Directors’ Remuneration Report 2023 continued Considerations of the UK Corporate Governance Code principles Our Remuneration Policy has been designed taking into account the following principles of the UK Corporate Governance Code. Principle Principle Description How this is addressed Clarity Remuneration arrangements should be transparent and The annual bonus is based on measures that are linked to promote effective engagement with shareholders and our key strategic priorities for the year, ensuring that there is the workforce. clarity to all stakeholders on the relationship between the Company’s strategy and remuneration. TSR is used as our LTIP performance measure; outturns are therefore transparent and measurable for all participants. Simplicity Remuneration structures should avoid complexity and their We believe that the current structure can be easily rationale and operation should be easy to understand. understood and articulated. A single upfront LTIP grant ensures we do not need to make grants each year. Risk Remuneration arrangements should ensure reputational We have appropriate safeguards in place, such as deferral and other risks from excessive rewards, and behavioural and holding periods, malus and clawback provisions and risks that can arise from target-based incentive plans, are performance underpins on both annual bonus and LTIP. identified and mitigated. Predictability The range of possible values of rewards to individual The Remuneration Policy clearly sets out the maximum Directors and any other limits or discretions should be opportunity available to Executive Directors. In the full Policy, identified and explained at the time of approving the Policy. the scenario charts set out expected remuneration outcomes for these maximums across a wide range of potential performance outcomes. Proportionality The link between individual awards, the delivery of strategy The Policy enables meaningful and appropriate targets to and the long-term performance of the Company should be be set with a significant proportion of remuneration linked clear. Outcomes should not reward poor performance. to the creation of long-term shareholder value. We believe that incentive plan outcomes will reflect the successful execution of our strategy. Alignment Incentive schemes should drive behaviours consistent with The measures used in our incentives are aligned with our to culture Company purpose, values and strategy. business strategy and values. For example, the inclusion of a safer gambling element in our annual bonus demonstrates our commitment to the Play Well pillar of our Positive Impact Plan. 102 Flutter Entertainment plc Annual Report and Accounts 2023

Strategic report Governance Other information Annual Report on Remuneration External advisers This section provides details of remuneration outcomes for the financial PwC are the Committee’s UK remuneration advisers. They were year ended 31 December 2023 for Executive Directors and Non-Executive appointed by the Committee in 2017, following a competitive tender Directors who served during 2023. The Committee believes that the process. During the year, ahead of the prospective additional listing Remuneration Policy operated as intended during 2023. on the NYSE, Pearl Meyer were appointed the Committee’s US advisers following a competitive tender process. Both PwC and Pearl The Compensation and Human Resources Committee’s Meyer provide independent commentary and advice, together with responsibilities updates on legislative requirements, best practice and market practice to assist with its decision making. Set out below is a summary of the Committee’s key responsibilities: Both PwC and Pearl Meyer report directly to the Committee. PwC are • establish and review the overall compensation philosophy of the a signatory to, and abide by, the Code of Conduct for Remuneration Company; Consultants (which can be found at: • setting the Remuneration Policy for the Executive Directors www.remunerationconsultantsgroup.com). The Committee including on engaging with our major shareholders in respect of undertakes due diligence periodically to ensure that the the Remuneration Policy and its implementation as appropriate; remuneration advisers remain independent of the Group and that the advice provided is impartial and objective. The Committee is • ultimate responsibility for approving all share-based incentive satisfied that any conflicts are appropriately managed. plan awards across the Group; The fees paid to PwC in respect of work carried out for the • reviewing the wider workforce remuneration and related policies, Committee in 2023 totalled Ł223,870 and is based on an agreed fee the alignment of incentives and rewards with culture and taking for business-as-usual support (with additional work charged on a these into account when setting the policy for Executive Director time and materials basis). PwC provided broader tax and HR advice remuneration; to the Group during 2023. • supporting the Board in determining whether reward-related The fees paid to Pearl Meyer in respect of work carried out for the employee policies and practices are in line with the Group’s Committee in 2023 totalled Ł71,050 and is based on a time and culture, strategy and values; materials basis. Pearl Meyer did not provide any other services to the • ensuring that the Remuneration Policy and reward decisions Company during the year. incentivise and retain talent, and support the delivery of our long-During the year, the Committee also received internal advice term strategy; and support from the Group Chief People Officer, former Global • considering the appropriateness of the Remuneration Policy when DE&I & Reward Director, Group Reward Director, Director of reviewed against the rest of the organisation; Executive Compensation and Share Incentives, former Head of Executive Compensation, Group General Counsel and Company • ensuring that the remuneration framework remains effective in Secretary and Deputy Company Secretary and Head of Governance, attracting and retaining colleagues; as appropriate. • determining the terms of employment for Executive Directors, Service Contracts members of the Executive Committee and the Group General Counsel and Company Secretary, including remuneration, Copies of Directors’ service contracts or appointment letters (as recruitment and termination arrangements; applicable) are available for inspection at the Company’s Registered • approving the measures and targets for incentive plans for Office during normal business hours and at the 2024 AGM at least 15 Executive Directors, the Executive Committee and the Group minutes prior to its commencement until its conclusion. General Counsel and Company Secretary; The Executive Directors have notice periods in their service contracts • assessing the appropriateness of and achievement against for 12 months by either party. performance targets relating to incentive plans; • oversee Company’s progress against its people strategy; • engage directly with employees from diverse groups and leaders from across the business; and • oversee the Company’s policies and strategies, and periodically review risks, opportunities, strategies, trends and key metrics related to human capital management, including with respect to employee engagement, pay equity, workplace culture, talent development, workforce composition and compensation and diversity, equity and inclusion. 103 Flutter Entertainment plc Annual Report and Accounts 2023

Strategic report Governance Other information Directors’ Remuneration Report 2023 continued The Committee’s focus in 2023 Focus Area Actions Overall remuneration • Reviewing and approving total remuneration of the Executive Directors and members of the Executive Committee. • Initial groundwork for impact of additional US listing on executive and wider employee remuneration. • Adoption of new Executive Clawback Policy in preparation for US listing. Total salary • Reviewing current total salary levels in the context of both the current size and scope of the business, as well as their impact on total pay for the Executive Directors. • Reviewing and approving changes to salary levels for the Executive Committee and Group General Counsel and Company Secretary. Annual bonus • Determining and approving bonus outcomes in respect of 2022 performance. • Reviewing and approving performance measures and targets for 2023 bonus. • Reviewing forecasted 2023 bonus outcome during the year. • Reviewing and considering the prospective terms for the 2024 annual bonus. Long-term incentives • Reviewing the TSR performance measure and targets to be implemented for the 2024 (Tranche 2) of the consolidated LTIP award. • Approving 2023 incentive plan grants for Executive Directors, the Executive Committee and Group General Counsel and Company Secretary. • Approving overall quantum of awards for 2023 share incentives for all employees. • Receiving updates on the performance of Long Term Incentive Plans in place across the Group. • Reviewing and approving performance and payouts of divisional specific incentive plans. • Approving the vesting of the 2020 LTIP and reviewing forecasted 2021 LTIP outturn. • Reviewing and approving the structure of other division and business-specific incentive plans and share award grants. • Approving incentive plan grants for senior hires across the Group. • Approval of good leaver treatment for senior employees leaving the Group. Governance • Approving the Company’s 2022 Directors’ Remuneration Report. • Annual review of the Committee’s performance against terms of the Committee’s new Charter. • Assessing dilution from share plans against recommended limits and use of Employee Benefit Trust. • Reviewing the Flutter gender pay gap and CEO pay ratio disclosures. • Approving the 2023 Sharesave plan. • Appointment of Pearl Meyer as US Committee advisers following tender process. • Considering the impact of the Euronext delisting and NYSE listing on the operation of the Group’s employee share plans and approving movement of awards between exchanges. • Development of the 2024 Flutter omnibus plan. Changes to the Executive • Reviewing and approving the remuneration package for the CPO’s transition to the role of COO on the retirement of the Committee current COO in 2024. • Reviewing and approving the remuneration package for the incoming CPO in 2024. Shareholder consultation • Final engagements with shareholders ahead of AGM on proposed changes to the 2023 Remuneration Policy. Shareholder voting at shareholder meetings The following shows the results of the remuneration-related resolutions voted on by shareholders at the 2023 AGM. Voting on the Remuneration Policy and new LTIP were binding votes while the voting on the Annual Report on Remuneration was an advisory vote. For Against Total Votes votes cast withheld 2022 Annual Report on Remuneration 106,821,444 (95.80%) 4,683,506 (4.20%) 111,521,834 11,611 2023 Remuneration Policy 92,625,016 (90.55%) 9,671,255 (9.45%) 111,521,834 9,220,290 Establishment of the Flutter Entertainment plc 2023 LTIP 93,969,628 (91.86%) 8,323,758 (8.14%) 111,521,834 9,223,175 104 Flutter Entertainment plc Annual Report and Accounts 2023

Strategic report Governance Other information Single figure of total remuneration for Executive Directors (audited) The table below sets out the single figures of total remuneration received by each Executive Director during the year ended 31 December 2023 and the prior year. Remuneration relates to the period during which each Executive Director was a member of the Board in this capacity. Please refer to notes below the table and additional disclosure for full details of how the figures are calculated. Paul Edgecliffe-Peter Jackson Jonathan Hill Johnson CEO Former CFO CFO 2023 2022 2023 2022 2023 Ł’000 Ł’000 Ł’000 Ł’000 Ł’000 Salary1, 2 1,214 1,130 234 693 590 Benefits³ 6 7 6 14 1 Pensionâ´ 109 169 21 104 53 Fixed pay 1,329 1,306 261 811 644 Annual bonusâµ 3,206 1,110 575 633 1,448 Long-term incentives6 — 2,317 — 1,312 —Other7 — — — — 3,187 Variable pay 3,206 3,427 575 1,945 4,635 Total 4,535 4,732 836 2,755 5,279 1. 2023 salaries for Jonathan Hill and Paul Edgecliffe-Johnson pro-rated for the period in the year served as a Director. For Jonathan Hill, this is the period between 1 January 2023 and 27 April 2023. For Paul Edgecliffe-Johnson, this is between 20 March 2023 and 31 December 2023. 2. Salary: represents the total amount earned for the relevant financial year. Peter Jackson’s salary at the start of the year was Ł1,170,000. This was increased to Ł1,222,650 on 1 March 2023. Jonathan Hill’s salary at the start of the year was Ł715,000. This was increased to Ł747,175 on 1 March 2023. Paul Edgecliffe-Johnson’s salary upon starting his role as a Director on 20 March was Ł750,000. 3. Cost of benefits primarily relating to private medical insurance. 4. Pension: the pension for all Executive Directors is the value of the cash paid to them in lieu of contributions. None of the Executive Directors have a prospective entitlement to a defined benefit pension. 5. Bonus values are inclusive of the portion deferred as shares if applicable. For Jonathan Hill and Paul Edgecliffe-Johnson this is the bonus for the period in the year they served as a Director. For Jonathan Hill, this is the period between 1 January 2023 and 27 April 2023, his bonus will be paid fully in cash. For Paul Edgecliffe-Johnson, this is between 20 March 2023 and 31 December 2023. 6. The 2021 LTIP level was confirmed by the Committee at its meeting on 28 February 2024, where it was confirmed that threshold performance was not met and the award would lapse in full. See page 107 for further details. Values of 2020 LTIP awards vested in 2022 updated to reflect actual share price on vesting of Ł158 compared to estimate of Ł113.30 as used in the 2022 DRR. For 2020 awards, Ł1.1m and Ł0.62m of the value is attributable to share price growth for Peter Jackson and Jonathan Hill respectively. 7. Other includes the grant value of Paul Edgecliffe-Johnson’s share awards made in 2023 to compensate him for incentives forfeited on his cessation of employment with his previous employer. 105 Flutter Entertainment plc Annual Report and Accounts 2023

Strategic report Governance Other information Directors’ Remuneration Report 2023 continued 2023 annual bonus (audited) The maximum annual bonus opportunity for Executive Directors in 2023 was 285% and 265% of salary for the CEO and CFO respectively. Target bonus was two-thirds of the relevant maximum. The 2023 annual bonus was based on Group Revenue, Group Adjusted EBIT, US Adjusted EBITDA and safer gambling measures across all divisions. The outcome reflects the impact of the legalisation of sports betting in the state of Kentucky which was not known at the time the targets were set. This is consistent with the commitment made in the 2022 Remuneration Report and results in an increase in the performance outcome of 6.4% to 92.7% of maximum. The table below shows the outcomes for each element on an actual outcome and adjusted basis, relative to the stretching targets set at the start of the year. Please note targets and outturn for the financial measures are presented under IFRS accounting. Performance targets1 Bonus Bonus Bonus Bonus Bonus outcome outcome outcome outcome outcome Performance pre pre Performance after after Paul pre adjustment adjustment after 4 adjustment adjustment Peter Jonathan Edgecliffe- 2 Weighting Threshold Target Maximum adjustment (% of max) (% of target) adjustment (% of max) (% of target) Jackson Hill² Johnson Group 30% Ł8,734m Ł9,292m Ł9,850m Ł9,514m 24% 36% Ł9,519m 24.1% 36.1% Revenue Group 25% Ł940m Ł1,011m Ł1,062m Ł1,021m 18.2% 27.3% Ł1,059m 24.5% 36.7% Adjusted EBIT US Adjusted 25% FanDuel FanDuel US profit US profit 25% 37.5% US profit 25% 37.5% EBITDA profitable profit of of $10m of $107m of $151m $10m Safer 3 20% Various divisional targets 19.1% 28.7% 19.1% 28.7% gambling UKI (SG Tools) 1.65% 50% 50.5% 51% 51.8% 1.65% 2.5% 1.65% 2.5% UKI (TRI) 3.35% (4%) (8%) (12%) (39%) 3.35% 5% 3.35% 5% Sportsbet 5.0% 15.2% 19.0% 22.8% 20.8% 4.1% 6.2% 4.1% 6.2% International 5% 57.8% 59.1% 60.4% 64.7% 5% 7.5% 5% 7.5% FanDuel 5% 8% 10% 12% 17.3% 5% 7.5% 5% 7.5% Total 86.3% 129.5% 92.7% 139% Ł3,206,312 Ł575,332 Ł1,448,066 1. Awards pay-out on a straight-line basis between the points shown. 2. Bonus values for Jonathan Hill and Paul Edgecliffe-Johnson pro-rated for the period in the year served as a Director. For Jonathan Hill, this is the period between 1 January 2023 and 27 April 2023. For Paul Edgecliffe-Johnson, this is between 20 March 2023 and 31 December 2023. 3. Details of SG measures and outcomes for each business are outlined below. 4. Financial outcomes include impact of legalisation of sports betting in state of Kentucky. In line with market practice and as with previous years, the bonus SG measure outcomes targets have been adjusted for exchange rate movements over the For the 2023 bonus, we were once again able to capture all divisions period ensuring that bonus is measured on a constant in our SG measure. Safer gambling measures were considered on a currency basis. divisional basis taking into account the different regulatory and societal environments they operate in and the varying levels of Prior to approving the annual bonus outcomes, the Committee maturity on their progress on safer gambling. This approach allows discussed whether or not the proposed outcome was considered to us to set robust targets which are meaningful, linked to divisional be fair and reasonable in the context of the Company’s overall strategy and help to drive real change. Details of each divisional business performance over the year, as well as the current social measure are shown below: and economic environment. Following discussion, the Committee considered the outturn to be fair and reflective of Company • UKI: 67% of UKI safer gambling measure is based on Transactional performance; it was also satisfied that it was appropriate and fair Risk Indicator score, or TRI, which measured the % of revenues from within the current wider socio-economic environment. customers who self-exclude (either directly with a Flutter brand or via GAMSTOP) in the year as a proportion of total revenue for that In line with the Remuneration Policy, half of any bonus earned is year (target is a reduction year on year on a like-for-like basis). 33% deferred into shares under the DSIP, vesting 50% on the third is based on % of customers using at least one safer gambling tool. anniversary of the grant and 50% on the fourth anniversary. The maximum target for both measures were achieved in full. Jonathan Hill’s bonus will be paid fully in cash as he will be retiring in March 2024. • Sportsbet: % of net revenue from customers with a deposit limit. Then outcome for this measure was above target but below the maximum. • International: % of customers using at least one safer gambling tool. This maximum target for this measure was achieved in full. • FanDuel: % of customers using at least one safer gambling tool. This maximum target for this measure was achieved in full. 106 Flutter Entertainment plc Annual Report and Accounts 2023

Strategic report Governance Other information 2021 LTIP (audited) The tables below set out a summary of performance relative to the 2021 LTIP targets, and the outturn for each Executive Director. Targets Outcome % of award Threshold Maximum % of maximum eligible for Performance measure 25% of award vests 100% of award vests Actual performance achieved vesting 1 Growth in line with Growth in line with Relative TSR (3.8%) 0% 0% median—14.1% upper quartile—49% Total vesting (% of max) 0% 1. TSR compared with the FTSE 100 (excluding housebuilders, real estate investment trusts and natural resources companies). Number of % of total Number of Executive Director Award type Date of grant shares awarded award vesting shares vesting  Value at vesting  Peter Jackson Nil-cost options 18/03/2021 9,969 0% 0 Ł0 Jonathan Hill Nil-cost options 18/03/2021 5,337 0% 0 Ł0 2020 LTIP update (audited) In last year’s report, we estimated the value of the 2020 LTIP using the three-month average share price to 31 December 2022. The values have now been updated using the actual share price at the date of vesting of 30 June 2023. All vested shares are subject to a two-year holding period. Three-month average Number of share price to Estimated value of Share price on Actual value of LTIP1 Executive Director shares 31 December 2022 LTIP 2020 awards Dividends vesting 2020 awards Peter Jackson 14,663 Ł113.3 Ł1,661,318 0 Ł158.00 Ł2,316,754 Jonathan Hill 8,305 Ł113.3 Ł940,957 0 Ł158.00 Ł1,312,190 1. Ł1,100,703 and Ł623,429 of the value is attributable to share price growth for Peter Jackson and Jonathan Hill respectively. 107 Flutter Entertainment plc Annual Report and Accounts 2023

Strategic report Governance Other information Directors’ Remuneration Report 2023 continued Incentive plan interests awarded in the year (audited) On 7 March 2023, awards were granted to the Executive Directors under the DSIP and on 28 April 2023 awards were granted to the Executive Directors under the consolidated LTIP. Details of these awards are set out in the following table: Type of interest in Face value Face value1 Number of Vesting at End of performance 2 4 shares (%) (£) shares threshold period Vesting date Peter Jackson Consolidated Nil-cost 1600% of £19,562,334 122,789 12.5% 25% each in 25% each in 3 LTIP options salary 31 December 2025 28 April 20263 31 December 2026 28 April 20273 31 December 2027 28 April 20283 31 December 2028 28 April 2029 DSIP Nil-cost 50% of £554,734 4,178 n/a n/a 50%: 7 March 2026, options bonus 50%: 7 March 2027 Jonathan Hill DSIP Nil-cost 50% of £318,793 2,401 n/a n/a 50%: 7 March 2026, options bonus 50%: 7 March 2027 Paul Edgecliffe- Consolidated Nil-cost 1,200% of £8,999,958 56,491 12.5% 25% each in 25% each in 3 Jackson LTIP options salary 31 December 2025 28 April 20263 31 December 2026 28 April 20273 31 December 2027 28 April 20283 31 December 2028 28 April 2029 Buy-out Nil-cost n/a £3,186,907 26,387 n/a n/a 6,910 shares on 10 award options March 2024 5,055 shares on 28 February 2025 9,818 shares on 10 March 2025 4,604 shares on 10 March 2026 1. Based on three-day average share price prior to the date of grant, which was £132.78 for the DSIP, £159.32 for the consolidated LTIP and £137.22 for the tranche of Paul Edgecliffe-Johnson’s buy-out award vesting on 10 March 2026. The remainder of Paul Edgecliffe-Johnson’s buy-out award is based on a three-day average share price between 7 November 2022 and 9 November 2022 of £117.30. 2. Performance periods of all four tranches of the consolidated LTIP are shown, with respective performance periods starting three years prior to the end of each performance period. 3. All consolidated LTIP awards subject to holding period until 28 April 2029—the sixth anniversary of the grant date of 28 April 2023. 4. The DSIP is subject to a revenue underpin over the vesting period which requires revenue growth of at least 2% per annum over the deferral period as well as continued employment. The 2023 consolidated LTIP awards will vest subject to the achievement of TSR performance, as per the vesting schedule below: Below threshold (nil vesting) Threshold (12.5% vesting) 1 Maximum (100% vesting) 1 Relative TSR2 Below median growth Growth in line with median Growth in line with upper quartile 1. Awards vest on a straight-line basis between the points shown. 2. Tranche 1 of the award subject to TSR performance relative to the FTSE 100 (excluding Real Estate Investment Trusts and Closed End Investment Trusts). 108 Flutter Entertainment plc Annual Report and Accounts 2023

Strategic report Governance Other information OUR COMMITMENT TO PLAY WELL We believe that safer gambling is pivotal to both the future success majority of measures, although we have also included a new of the Company and the industry as a whole. Our Play Well pillar is strategic initiative for the bonus measure in Sportsbet that we the cornerstone of our global sustainability strategy, our Positive believe could provide valuable insight and innovation in this critical Impact Plan. We review our remuneration annually to assess which area. This focus on tool usage and innovation highlights our belief aspects of our sustainability performance should be linked to that these are core drivers of the execution of the Play Well pillar of executive pay. Safer Gambling has been directly linked to the Company’s Positive Impact Plan. remuneration since 2020, initially for just the UKI division, but since The global Play Well tool metric is the percentage of average 2022, as we have evolved our strategy and developed meaningful monthly players (“AMPs”) using one of our safer gambling tools and robust targets across all divisions, it has formed part of the on a monthly rolling average basis. More details about our global bonus for our entire Group. measure are shown in the Play Well section, on page 21. The weighting of For the 2024 bonus, safer gambling measures for all parts of the the safer gambling measure in the annual bonus for Group colleagues business are once again included. The targets for 2024 are an was increased from 10% to 20% in 2023, underlining our commitment evolution from the 2023 measures, highlighting the progress made to safer gambling. The measures and targets for each division are by each business during 2023. Safer gambling tool usage (such as shown below. deposit limits, stake limits, time outs etc.) remains the key focus of the UKI Measure: 40% is based on the global Play Well metric, and 60% based on Transactional Risk Indicator (“TRI”) reduction versus 2023. Rationale: UKI continues to drive progress against the global Play Well metric whilst ensuring continuation from 2023 by retaining TRI (which measures potentially “at risk” revenue generated by customers who self-exclude as a proportion of total revenue). Targets: Measure (weighting) Threshold Target Maximum % of AMPs using SG tools (40%) 54.1% 54.8% 55.6% TRI reduction versus 2023 (60%) 5% reduction 10% reduction 15% reduction Sportsbet Measure: Roll out and testing of Real Time Intervention (“RTI”), a programme focused on preventing harm in real time. Rationale: The measure for Sportsbet moves to the roll out and testing of RTI to support continued innovation and driving progress in safer gambling. Targets: Threshold Target Maximum Continuous roll out of RTI and supporting 100% of eligible customer Threshold + a Target + external optimisation review initiatives base enrolled (minus development test to control group) increase individual personalised Report on tool adoption predictions on RTI International Targets: Measure: Global Play Well metric: percentage of AMPs using Safer Gambling Threshold Target Maximum tools. Percentage of AMPs who have proactively changed and percentage 44.3% 44.9% 46.1% of AMPs who have maintained or decreased Play Well tool vs previous period. Rationale: Fully aligned with the global Play Well metric. FanDuel Targets: Measure: Global Play Well metric: percentage of AMPs using Safer Gambling tools. Threshold Target Maximum Rationale: Fully aligned with the global Play Well metric. 13.5% 16% 20% 109 Flutter Entertainment plc Annual Report and Accounts 2023

Strategic report Governance Other information Directors’ Remuneration Report 2023 continued Appointment of Paul Edgecliffe-Johnson On 21 October 2022, the Company announced the appointment of Paul Edgecliffe-Johnson as CFO in 2023. Paul joined the Company and was appointed to the Board on 20 March 2023. In setting the remuneration package on joining, the Committee took into account a variety of factors including external remuneration market data and Paul’s experience as a CFO. Paul’s remuneration was set within the parameters of the approved Policy: • an annual base salary of Ł750,000; • benefits package in line with the Company’s Remuneration Policy; this includes (but is not limited to) private medical insurance, life assurance and income protection; • a Company pension contribution of 9% of salary – in line with the maximum matching available to the wider UK workforce; • a maximum annual bonus of 265% of total salary; and • consolidated LTIP award of 1,200% of total salary. Paul is also required to comply with the Company’s shareholding guidelines. As such, he will be required to build and hold a shareholding to the value of 400% of total salary within five years of his appointment. In the event of any departure, he will be required to hold the lower of his in post-shareholding requirement or his actual shareholding at the time of his departure, for a two-year period post-cessation. As outlined in the 2022 Remuneration Report, the Committee agreed to compensate Paul for the forfeiture of any incentives he forfeited on the cessation of his employment with his previous employer – IHG. In 2023, the following share awards were granted to Paul in respect of this: • 6,910 shares vesting on 10 March 2024, in respect of his previous IHG 2021 LTIP; • 5,055 shares vesting on 28 February 2025, in respect of his previous IHG 2021 Annual Performance Plan; • 9,818 shares vesting on 10 March 2025, in respect of his previous IHG 2022 LTIP; and • 4,604 shares vesting on 10 March 2026, in respect of awards he would have received under the IHG 2022 Annual Performance Plan. As outlined last year, an element of the buy-out package for Paul has been delayed until 2024; this element relates to compensation of the pro-rated value of his IHG bonus for financial year 2023. The value of this bonus has been calculated as Ł207,392, based on what the IHG bonus would be for “average” performance. In line with the operation of the IHG bonus – 50% of this award will be paid in cash in 2024 and 50% will be deferred as Flutter shares and vest on 10 March 2027. This award will be granted at the first opportunity following the announcement of 2023 full-year results. The buy-out awards outlined above are aligned with the terms of the 2023 Remuneration Policy for recruitment, and the awards have been structured to be no more generous than the value of the awards forgone at Paul’s previous employer. Payments for loss of office Jonathan Hill transitioned from the role of CFO to COO on 20 March 2023. Jonathan remained a member of the Board until the conclusion of the 2023 AGM on 27 April 2023 after which he remained a member of the Executive Committee in his role of COO. It has since been announced that Jonathan will retire on 31 March 2024. Jonathan will be treated as a good leaver for purposes of his share awards; all awards will be time pro-rated as appropriate with vesting as per the original schedules subject to the cessation of specified post-termination covenants as below: Number of shares Number of pro-rated Award granted shares retained Grant date Normal vest date Vesting date DSIP 2021 – four year 2,101 n/a 18 March 2021 18 March 2025 1 April 2025 DSIP 2022 – three year 4,102 n/a 4 March 2022 4 March 2025 1 April 2025 DSIP 2022 – four year 4,102 n/a 4 March 2022 4 March 2026 4 March 2026 DSIP 2023 – three year 1,200 n/a 7 March 2023 7 March 2026 7 March 2026 DSIP 2023 – four year 1,201 n/a 7 March 2023 7 March 2027 7 March 2026 LTIP 20221 12,823 8,825 8 March 2022 8 March 2025 28 April 2025 1. Vesting of 2022 LTIP subject to performance assessment. There were no payments for loss of office, or payments to past Directors made during the year. 110 Flutter Entertainment plc Annual Report and Accounts 2023

Strategic report Governance Other information Single figure of total remuneration for Non-Executive Directors (audited) Fees for Non-Executive Directors are pro-rated according to their appointment date or date of role change where appropriate. Fees are paid in euros, but have been shown here in pound sterling for consistency. The table below sets out the single figures of total remuneration received by each Non-Executive Director who served during the year ended 31 December 2023: Fees (Ł’000)1 Non-Executive Director Board Committee membership as at 31 December 2023 2023 2022 John A. Bryant (Chair)1,11 Nominating and Governance (Chair), Compensation and HR, Chair of the Board 226 —Nancy Cruickshank2 Risk and Sustainability, Compensation and Human Resources 130 107 Nancy Dubuc3 Audit, Nominating and Governance 126 107 Richard Flint4 Risk and Sustainability 127 211 Alfred F. Hurley, Jr. Nominating and Governance, Compensation and Human Resources (Chair) 152 115 Holly Keller Koeppel5 Audit (Chair), Nominating and Governance, Risk and Sustainability 178 124 David Lazzarato Audit, Risk and Sustainability (Chair) 152 124 Carolan Lennon6 Audit, Nominating and Governance 126 58 Atif Rafiq7 Compensation and Human Resources, Risk and Sustainability 126 113 Former Directors Gary McGann8,11 365 537 Zillah Byng-Thorne9 13 132 Mary Turner10 114 129 1. John A. Bryant joined the Board and the Compensation and Human Resources Committee on 27 April 2023 and assumed the role of Chair of the Board from 1 September 2023. 2. Nancy Cruickshank joined the Compensation and Human Resources Committee and stepped down from the Nominating and Governance Committee on 28 April 2023. Nancy was appointed Chair of the Workforce Engagement Committee on 1 October 2023. The Workforce Engagement Committee was stood down on 9 November 2023. 2023 figure for Nancy includes a taxable benefit of a gift to the value of Ł723 (the figure includes tax paid by the Company). 3. Nancy Dubuc joined the Audit Committee on 28 April 2023 and stepped down from the Compensation and Human Resources Committee on 9 November 2023. 4. Richard Flint provided advisory services to the CEO until 31 May 2022. Richard was a member of the Workforce Engagement Committee until it was stood down on 9 November 2023. 2023 figure for Richard includes a taxable benefit of a gift to the value of Ł723 (the figure includes tax paid by the Company). 5. Holly Keller Koeppel was appointed Senior Independent Director on 1 January 2023. 6. Carolan Lennon was a member of the Workforce Engagement Committee until it was stood down on 9 November 2023. 7. Atif Rafiq joined the Compensation and Human Resources Committee on 9 November 2023. Atif was a member of the Workforce Engagement Committee until it was stood down on 9 November 2023. 8. Gary McGann stepped down from the Board on 31 August 2023. 9. Zillah Byng-Thorne stepped down from the Board on 31 January 2023. 10. Mary Turner stepped down from the Board on 30 September 2023. 11. No fees were paid to the Board Chair for chairing the Nominating and Governance Committee. Implementation of Remuneration Policy for 2024 Total salary The Committee reviewed the salaries for the CEO and CFO and determined to award a 3.5% increase for 2024. This takes Peter Jackson’s total salary to Ł1,265,443, and Paul Edgecliffe-Johnson’s total salary to Ł776,250. In making this decision, the Committee took into consideration the levels of increases being awarded to colleagues throughout the organisation and, whilst the Company considers the level of increase as a whole to be commercially sensitive, we can confirm that the total salary increase for the Executive Directors is materially below that for the wider UK workforce. The following increases will be effective from 1 March 2024. 1 March 2023 1 March 2024 % increase Peter Jackson Ł1,222,650 Ł1,265,443 3.5% Paul Edgecliffe-Johnson Ł750,000 Ł776,250 3.5% Pension and benefits Executive Directors receive a cash supplement in lieu of pension contribution of 9% of total salary in line with the average contribution opportunity for the wider workforce in the UK where they are based. They will also be eligible to receive benefits in line with the Remuneration Policy. 111 Flutter Entertainment plc Annual Report and Accounts 2023

Strategic report Governance Other information Directors’ Remuneration Report 2023 continued Annual bonus The maximum annual bonus opportunity will remain at 285% of total salary for the CEO, and at 265% of total salary for other Executive Directors. As in previous years, the Committee has determined that financial performance targets will not be disclosed on a prospective basis for reasons of commercial sensitivity but will be disclosed retrospectively in next year’s Annual Report on Remuneration. Each year, the Committee reviews the performance measures to ensure that they are aligned to the business’s priorities for the coming year; for 2024, the structure of measures and weightings is largely unchanged with the only change from 2023 being that the US focused earnings measure will move from Adjusted EBITDA to Adjusted EBIT to align with bonus measures across the rest of the Group. Detailed commentary on the safer gambling measures for 2024 are outlined on page 109. The performance measures for the 2024 bonus are as follows: Weighting Group Revenue 30% Group Adjusted EBIT 25% FanDuel Adjusted EBIT 25% Safer Gambling (see page 109 for details) 20% The Committee would intend to adjust the targets or outcomes if changes in legislation in any US state(s) occurs, which is unexpected or occurs sooner than expected, and leads to unanticipated revenue streams and/or necessitates additional investment. The Committee may also consider appropriate adjustments to reflect changes in regulation across the Group that are not currently included within the targets. Outcomes will be considered in context of the Company’s underlying performance including that outcomes have been achieved sustainability. Half of any bonus earned will be paid in cash, with the remaining half deferred into shares under the DSIP, vesting 50% after three years and 50% after four years from grant, subject to continued employment. Awards are eligible to receive dividend equivalents. Malus and clawback provisions apply to the annual bonus and DSIP. LTIP As set out in the 2022 DRR, a consolidated LTIP award was approved by shareholders at the Company AGM on 27 April 2023. On 28 April 2023, the award was granted equivalent to four years of long-term incentives. Details of the grant are presented on page 108. On 1 January 2024, the performance period for the 2024 tranche of the award (“Tranche 2”) commenced running until 31 December 2026. The performance measure for this tranche will once again be a relative TSR performance measure; however, the peer group against which Company performance will be measured will be the constituents of the S&P 500, to reflect the Company’s additional listing on the New York Stock Exchange and proposed move of the primary listing. Consultation on this decision was conducted in January 2024 informing our major shareholders of this change in peer group. As for the first tranche of the award, in addition to the relative TSR performance measure, the award will again be subject to underpins whereby the Committee will need to be satisfied that the formulaic outcome appropriately reflects the Company’s underlying performance including on progress on sustainability goals. For Tranches 3 and 4 with performance periods commencing in 2025 and 2026, the Committee will continue to review targets on an annual basis to ensure they are appropriate in the context of the business at that time. Below threshold Threshold Maximum (0% vesting) (12.5% vesting) (100% vesting) Growth in line Below median Growth in line with upper Consolidated LTIP Tranche 2—Relative TSR vs S&P 500 Index growth with median quartile Straight-line vesting between the points shown Save As You Earn (“SAYE”) Executive Directors are eligible to participate in the plan with the same terms as all other UK employees if an invitation to enter a savings contract is offered during the year. 112 Flutter Entertainment plc Annual Report and Accounts 2023

Strategic report Governance Other information Chair and Non-Executive Director fees In September 2022, base fees were increased following a review of Non-Executive Director and Chair fees where it was recognised that the level of base fees was out of kilter with the market given the increased demands on all Non-Executive Directors’ time due to the scale of the Group, its broadening international footprint and the pace of strategic development and transaction activity. There are no changes to NED and Chair fees for 2024: the fees are set out in the table below: Role Fee Base fee Chair €630,000 Base Non-Executive Director fee €145,000 Additional fees Senior Independent Director €30,000 Audit Committee Chair €30,000 Compensation and Human Resources Committee Chair1 €30,000 Risk and Sustainability Committee Chair €30,000 Nominating and Governance Committee Chair2,3 €20,000 1. The Remuneration Committee was re-constituted as the Compensation and Human Resources Committee, effective 9 November 2023. 2. If the Board Chair holds the position of Nominating and Governance Committee Chair, no additional fee will be paid for the Nominating and Governance Committee role. 3. The Nomination Committee was re-constituted as the Nominating and Governance Committee, effective 9 November 2023. Percentage change in Directors’ remuneration compared with other employees The table below shows the percentage change in the Directors’ remuneration from the prior year compared with the average percentage change in remuneration for all other employees. To provide a relevant comparison, the analysis includes only salaried corporate office UK employees and is based on a consistent set of employees. The Committee considers this to be the most appropriate comparator group. Percentage change in 2023 Percentage change in 2022 Percentage change in 2021 Percentage change in 2020 compared with 2022 compared with 2021 compared with 2020 compared with 2019 Total Taxable Total Total Total salary/ Annual salary/ Taxable Annual salary/ Taxable Annual salary/ Taxable Annual base fee benefits bonus base fee benefits bonus base fee benefits bonus base fee benefits bonus Executive Directors Peter Jackson 7.5% (13.4%) 189.0% 26.2% 3.5% (57.7%) 3.0% (32.8%) 11.5% 21.6% 39.4% 141.9% Paul Edgecliffe-Johnson1 ——— — — — — — — — — — Non-Executive Directors John A. Bryant2 ——— — — — — — — — — —Nancy Cruickshank 21% — — 20% — — 16% — — 59% — —Nancy Dubuc 18% — — 66% — — — — — — — —Richard Flint (40%) — — 20% — — 77% — — — — —Alfred F. Hurley, Jr. 32% — — 20% — — 77% — — — — —Holly Keller Koeppel 44% — — 103% — — — — — — — —David Lazzarato 23% — — 39% — — 77% — — — — —Carolan Lennon 119% — — — — — — — — — — —Atif Rafiq 12% — — 1,766% — — — — — — — — Former Directors Zillah Byng-Thorne3 (90%) — — 19% — — 19% — — (3%) — —Jonathan Hill4 (66.2%) (58.1%) (9.1%) 20.8% 0.0% (59.7%) 3.0% (8.6%) 6.0% 21.6% (78.3%) 131.9% Gary McGann5 (32%) — — 14% — — 23% — — 0% — —Mary Turner6 (12%) — — 31% — — 96% — — — — —Corporate office UK employees 11.1% 10.5% 56.9% 10.6% 0.2% (25.7%) 12.7% (0.6%) 7.9% 10.8% 20.2% 56.3% 1. Paul Edgecliffe-Johnson joined the Board on 20 March 2023, so no comparison is available. 2. John A. Bryant joined the Board on 27 April 2023, so no comparison is available. 3. Zillah Byng-Thorne stepped down from the Board on 31 January 2023. 4. Jonathan Hill stepped down from the Board on 27 April 2023. 5. Gary McGann stepped down from the Board on 1 September 2023. 6. Mary Turner stepped down from the Board on 30 September 2023. 113 Flutter Entertainment plc Annual Report and Accounts 2023

Strategic report Governance Other information Directors’ Remuneration Report 2023 continued Relative importance of spend on pay The table below shows the percentage change in total employee pay expenditure and shareholder distributions (i.e. dividends and return of capital) from the financial year ended 31 December 2022 to the financial year ended 31 December 2023. 2023 2022 (Łm) (Łm) % change Dividends — — —Share buy-backs — — —Total shareholder distributions — — —Employee remuneration Ł1,810.5 Ł1,401.9 29.1% CEO pay ratio disclosure The pay ratios of our CEO relative to UK employees in respect of 2023 and previous years are as follows: Calculation CEO pay 25th percentile Median 75th percentile Financial year method Ł’000 pay ratio pay ratio pay ratio 2023 A 4,535 152:1 100:1 54:1 2022 A 4,077 153:1 102:1 57:1 2021 A 8,404 346:1 214:1 122:1 2020 A 7,522 340:1 198:1 114:1 2019 A 2,099 107:1 89:1 54:1 2018 A 1,664 113:1 92:1 54:1 The total pay and benefits of each employee at the 25th, 50th and 75th percentile is as follows: 25th percentile Median pay 75th percentile Total pay Ł29,788 Ł45,209 Ł83,461 Salary only Ł25,318 Ł37,083 Ł62,562 The total pay of employees has been calculated in line with the single total figure of remuneration methodology, which includes salary, bonus, pension, benefits, share incentives and any other payments made in the year. We have used calculation method A as it is the most comprehensive. As such, we have used actual pay and benefits from 1 January to 31 December 2023 for any employee who was employed as at 1 October 2023. Joiners, leavers and part-time employees’ earnings have been annualised on a full-time equivalent (“FTE”) basis, with FTE calculations based on 40 hours per week. For annual bonus payments, bonuses calculated for the 2023 year and to be paid in 2024 have been used with, where possible, actual numbers. Benefits included in the calculation are employer pension/or cash in lieu received and the benefit in kind/P11D value of any taxable benefits. The ratio for 2023 has shown a very slight fall in comparison to 2022. The CEO’s single figure pay has risen to Ł4.5m this year from Ł4.1m as a result of a much higher bonus outturn of 92.7% (34.5% in 2022), this higher bonus was largely offset by the zero vesting of the 2021 LTIP. Correspondingly, the total pay figure for the employee population increased from Ł39,993 to Ł45,209, this change is a result of combination of demographic change, the increased investment in salaries and the higher bonus outturn cascading down to the majority of employees. The Committee believes that the ratio is consistent with the pay, reward and progression policies for our UK colleagues as a whole. 114 Flutter Entertainment plc Annual Report and Accounts 2023

Strategic report Governance Other information Directors’ shareholdings (audited) We believe it is important that Executive Directors build up a significant holding in Flutter Entertainment plc shares, in order to align their interests with those of our shareholders. As part of the updated 2023 Remuneration Policy, the holdings that the CEO and CFO are required to build and maintain are 500% of salary and 400% of salary respectively over a period of five years from appointment. Shareholding requirements may be met through beneficially owned shares and both vested but unexercised options and unvested options subject only to continued employment on a net of notional tax basis. Awards subject to a performance assessment are not included. Post-employment holding periods apply on LTIP awards (from 2020 onwards) and DSIP awards (from 2021 onwards). As such, Executive Directors are required to hold the lower of their actual shareholding at the time of departure and the applicable shareholding requirement for two years post-departure. The table below shows the shareholding levels for each active Director as at 31 December 2023 and former Directors as at the date that they stepped down from the Board. Progress against shareholding requirements is also shown for the Executive Directors. The table below shows the shareholding levels for each Director as at 31 December 2023. Progress against shareholding requirements is also shown for the Executive Directors. Share options Share options Share options subject to Share options Shareholding Current Beneficially 1 subject to vested but continued exercised in requirement shareholding 2 Requirement owned performance unexercised employment only the year (% of salary) (% of salary)  met? Executive Directors Peter Jackson 7,561 157,938 54,521 25,529 29,098 500% 570% Yes Paul Edgecliffe-Johnson — 56,491 — 26,552 — 400% 262% No Non-Executive Directors John A. Bryant 5,070 — — — — — — —Nancy Cruickshank 1,255 — — — — — — —Nancy Dubuc 258 — — — — — — —Richard Flint 24,134 — — — — — — —Alfred F. Hurley, Jr. 2,960 — 14,078 — — — — —Holly Keller Koeppel 2,000 — — — — — — — David Lazzarato 2,708 — 8,291 — — — — — Carolan Lennon 376 — — — — — — — Atif Rafiq 1,916 — — — — — — —Former Directors Zillah Byng-Thorne 1,287 — — — — — — — Jonathan Hill — 18,160 49,405 14,806 — 200% 718% Yes Gary McGann 5,514 — — — — — — —Mary Turner 4,269 — 7,096 — — — — — 1. Includes shares held by the individual and those held by persons closely associated with them. 2. Based on beneficially owned shares, vested but unexercised options net of notional tax and unvested options subject to continued service only net of notional tax. Value of shares based on a share price of Ł139.40 and salaries as at 31 December 2023. 3. Jonathan Hill’s shareholding shown as at 27 April 2023 and shares valued at the closing share price at that date of Ł157.9. Current Executive Directors – progress against shareholding requirements As at 31 December 2023, Peter Jackson and Paul Edgecliffe-Johnson retained shareholdings of 570% and 262% of their 2023 salaries respectively. Peter Jackson’s holdings already meets the increased requirement of 500% of salary as per the 2023 Remuneration Policy. Paul Edgecliffe-Johnson’s holdings currently fall short of the requirement of 400% of salary. Paul joined the Company in March 2023 and has a period of five years to build up and meet the required shareholding. Jonathan Hill – post-cessation shareholding requirement Jonathan Hill stepped down from the Board on 27 April 2023. He is required to retain holdings of 200% of his 2023 salary until 27 April 2025 – being two years from the date he stepped down from the Board. Given the fluctuations that occur with the share price, the shareholding requirement has been converted to a set number of shares based on the share price on 27 April 2023; this number is 9,472 shares. As at 31 December 2023, Jonathan held 18,052 eligible shares towards his shareholding requirement, above the required number. 115 Flutter Entertainment plc Annual Report and Accounts 2023

Strategic report Governance Other information Directors’ Remuneration Report 2023 continued Pay for performance The graph below shows the TSR performance (share price plus dividends paid) of Flutter Entertainment plc1 compared with the performance of the FTSE 100 Index over the 10-year period to 31 December 2023, assuming a nominal Ł100 investment in Paddy Power plc1 and the FTSE 100 Index at the start of the timeframe. This index has been selected because the Company believes that the FTSE 100 provided a relevant and appropriate broad market comparator index for the combined entity and includes companies of a similar size. 1. Paddy Power plc changed its name to Paddy Power Betfair plc on completion of the merger of Paddy Power plc and Betfair Group plc on 2 February 2016. In 2019, Paddy Power Betfair plc was renamed Flutter Entertainment plc. Change in Chief Executive Officer’s single total figure of remuneration 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 Patrick Andy Andy Breon Breon Breon Peter Peter Peter Peter Peter 7 Peter Kennedy McCue McCue Corcoran Corcoran Corcoran Jackson Jackson Jackson Jackson Jackson Jackson CEO single figure 1 of remuneration (Ł’000) 6,450 2,701 2,109 1,557 3,233 295 1,664 2,099 7,522 7,265 4,732 4,535 Annual bonus outcome 4 5 (% of maximum) 67% 77% 0% 67% 60% 0% 49% 73% 98% 99% 34% 93% LTIP vesting2 (% of maximum) 83%3 100% 100% 100% 100% 64% n/a 6 n/a 6 100% 100% 100% 0% 1. Remuneration is converted from euros to pounds sterling as appropriate, using the 12-month average exchange rate over the financial year. Patrick Kennedy and Andy McCue were paid in euros. Breon Corcoran was paid in pounds sterling, as is Peter Jackson. 2. Before retesting – note, there is no provision for retesting in respect of LTIP awards made from 2013 onwards. 3. Retesting was applied to the unvested portion of the 2012 LTIP based on performance to 31 December 2015, and as a result an additional 4.0% of the award vested in March 2016. 4. Andy McCue was not eligible for a bonus in 2016 in line with his payment for loss of office. 5. Breon Corcoran was not eligible for a bonus in 2018 in line with his payment for loss of office. 6. Peter Jackson has no LTIPs vesting in these years. 7. Peter Jackson’s 2022 single figure number has been restated with an updated LTIP value based on actual share price at vesting. 116 Flutter Entertainment plc Annual Report and Accounts 2023

Strategic report Governance Other information Shareholder information General While the Company’s Constitution provides that resolutions may be Flutter Entertainment plc (the “Company”), together with its voted on by a show of hands or on a poll, Flutter’s practice is that all subsidiaries (collectively referred to as the “Group”), is a global sports resolutions are voted on a poll. After each resolution has been dealt betting and gaming group, whose headquarters are in Dublin, Ireland. 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 The Company is a public limited company incorporated and votes of shareholders present and voting at the meeting are added domiciled in the Republic of Ireland and has a premium listing on the to the proxy votes received in advance of the meeting and the total London Stock Exchange under the symbol FLTR and is also listed on number of votes for, against and withheld for each resolution are the New York Stock Exchange (the “NYSE”) under the symbol FLUT. The announced following the conclusion of the meeting. Ordinary consolidated financial statements of the Group for the year ended resolutions may be passed by a simple majority of votes cast in 31 December 2023 comprise the financial statements favour, while special resolutions require a 75% majority of votes cast of the Company and its subsidiary undertakings and were approved in favour. Any shareholder who is entitled to attend, speak and vote for issue by the Board of Directors on 25 March 2024. 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 The Company currently qualifies as a foreign private issuer under the member of the Company. rules of the US Securities and Exchange Commission and accordingly it is not subject to the same ongoing regulatory requirements as a US The business of the Company is managed by the Directors who may registered company with a primary listing on the NYSE. do all such acts and things and exercise all the powers of the Changes to the Board of Directors Company save for those powers required to be exercised by the Paul Edgecliffe-Johnson joined the Board as an Executive Director Company in general meeting. Matters reserved to shareholders in effective 20 March 2023. John Bryant joined the Board as a Non- general meetings include the election of Directors, the declaration of Executive Director effective 27 April 2023 and took up the position of final dividends on the recommendation of the Directors, the fixing of Chair upon Gary McGann’s resignation effective 31 August 2023. the remuneration of the external auditor, amendments to the Constitution, measures to increase or reduce the ordinary share Zillah Byng-Thorne, Jonathan Hill and Mary Turner stepped down as capital and the authority to issue shares. Non-Executive Directors of the Board effective 31 January 2023, Going concern, responsibilities and disclosure 27 April 2023 and 30 September 2023 respectively. The Group reported a loss after tax of $1,211m for the year ended In accordance with the provisions of the 2018 UK Corporate 31 December 2023. This includes $1,285m of depreciation and Governance Code (the “Code”), all Directors eligible for re-election amortisation and an impairment of $725 m charged against profit in should retire at each AGM and offer themselves for election or re- the year. The net cash generated from operating activities during election (as appropriate). Accordingly, all Directors, except Richard Flint the year ended 31 December 2023 was $937m. The balance sheet at and Dave Lazzarato, who will not be seeking re-election as outlined 31 December 2023 reported a net current liability position of $550m. above, will retire and seek election or re-election at the AGM to be held During the 12 months ended 31 December 2023, the Group has been on 1 May 2024. The Board believes that all Directors offering themselves in compliance with all covenants related to its lending arrangements. for election or re-election continue to be effective and demonstrate commitment to the role. The names and biographies of our current The Directors have considered the available financial resources Directors can be found at Item 10 Part III of the Form 10-K. which include, at 31 December 2023, $3,271m of cash and cash equivalents of which $1,497m is available for corporate use and a Shareholders’ meetings Ł1bn ($1.3bn) Revolving Credit Facility with undrawn capacity of The Company is incorporated under the Companies Act 2014 of $525m. Whilst there are certain contractual loan repayments due Ireland. Under the Companies Act 2014, the Company is required to within the next 12 months of $51m, the Group’s lending facilities hold a general meeting of shareholders each calendar year as its primarily fall due in 2026 and 2028. As a consequence, the Directors Annual General Meeting (“AGM”). Any other general meeting of believe that the Group is well placed to manage its business shareholders held in that year is classified as an Extraordinary risks successfully. General Meeting (“EGM”). Not more than 15 months may elapse The Group’s forecasts for the year ending 31 December 2024 and between the date of one AGM and the next. EGMs are convened beyond indicate that it will continue to have significant financial when considered appropriate by the Board and may also be resources, continue to settle its debts as they fall due and operate convened at the request of members holding not less than 10% of the well within its banking covenants for at least a period of 12 months issued share capital of the Company which carries voting rights. from the date of these consolidated financial statements. 12 months No business may be transacted at any general meeting unless a from the date of these consolidated financial statements was quorum is present at the time when the meeting proceeds to selected as the going concern period as it represents the period in business. Under Flutter’s Constitution, two persons entitled to vote which the Group has prepared detailed forecasts for the majority of upon the business to be transacted, present in person or by proxy or the period and it also reduces the degree of judgement and as a duly authorised representative of a corporate member, estimation uncertainty involved in both the forecasts and the constitute a quorum. Only those shareholders registered on the downside scenarios. 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. Notice of an AGM, the Form of Proxy and the Annual Report and Accounts are sent to shareholders at least 20 working days before the AGM in line with the recommendations of the Code. The notice period for an EGM to consider any special resolution is 21 clear days. Subject to the approval of shareholders at the immediately preceding AGM, the Directors may also convene an EGM to consider any ordinary resolution on 14 clear days’ notice. As a matter of policy, 14 clear days’ notice will only be utilised to convene an EGM where the Directors believe that it is merited by the business of the meeting and the circumstances surrounding such business. 117 Flutter Entertainment plc Annual Report and Accounts 2023

Strategic report Governance Other information Shareholder Information continued Going concern, responsibilities and disclosure continued 2024. While a decision was made following this external process that Deloitte Ireland would be selected to replace KPMG as auditor from 1 Various downside scenarios over and above those already included January 2024, due to the complexity of the Company’s transition to in the base case model on the potential impact of further reductions US GAAP in connection with the US listing and the associated control to cash flows due to reduced customer discretionary income, and financial workstreams, the Committee recommended to the changes in the legal, regulatory and licencing landscape and the Board that rotation of the Group’s external auditor be deferred and Group’s cyber and IT resilience have been considered in respect of that KPMG be reappointed as the Group’s external auditor for the these forecasts. The impact of these items involves judgement and 2024 financial year. This will aid a smooth transition and ensure estimation uncertainty. continued audit quality in the context of Flutter’s US listing. The Board In the event that it were necessary to draw down additional debt has accepted this recommendation and it is proposed that at the funding, the Directors have a reasonable expectation that this could 2024 AGM KPMG will be reappointed as the Company’s external be achieved within the confines of its existing debt facilities and auditor for the financial year ended 31 December 2024. Mike Gibbons financial covenant requirements. is the current lead audit partner, having taken over from Ryan McCarthy, who rotated at the conclusion of the 2022 audit. Having given regard to the above, the Directors have a reasonable expectation that the Group has adequate resources to continue in While the EU Directive on audit reform which provides for the operational existence for a period of at least 12 months from the date mandatory rotation of external auditors no longer applies to the of approval of these consolidated financial statements, and Group following its de-listing from Euronext Dublin, the Audit therefore they continue to adopt the going concern basis in its Committee remains committed to maintaining best practice in consolidated financial statements. external audit standards, including consideration of an audit tender at a future point in time. Risk management and internal control In accordance with section 381(1)(b) of the Companies Act 2014, a The Directors confirm that, in addition to the monitoring carried out by the Risk and Sustainability and Audit Committees under their resolution authorising the Directors to fix the remuneration of the respective Charter, they have reviewed the effectiveness of the auditor will be proposed at the 2024 AGM. Group’s risk management and internal control systems as at the Listing Rule 9.8.4C date of approval of the financial statements. This review had In its Q4 2023 trading update on 18 January 2024, the Company regard to all material controls, including financial, operational and published the following guidance in respect of the financial year compliance controls that could affect the Group’s business. Further ending 31 December 2023. details are set out on pages 92 to 94. Task Force on Climate-related Financial Disclosures Outlook (“TCFD”) • US: Q4 gross revenue was impacted by customer friendly sports results and resulted in Q4 US net revenue which was Ł147m/$225m In accordance with LR 9.8.6R(8), the Company is required to include a below previous guidance provided in November, with an statement in this Annual Report and Accounts setting out whether approximate 35% flow through to Adjusted EBITDA. (Previous the Company has included climate-related financial disclosures guidance: Revenue of approximately Ł3.75bn ($4.7bn) and EBITDA consistently with the recommendations of the TCFD. This year, we Ł140m ($180m)). have continued to make progress in enhancing our disclosures in • Group ex-US: Adjusted EBITDA guidance was in line with previous line with the recommendations, particularly in relation to our strategy guidance (Previous guidance Adjusted EBITDA approximately disclosures as we conducted a robust climate scenario analysis. Ł1.44bn). Further information is set out in the TCFD section of the Sustainability section on pages 32 to 40. The above statements relating to adjusted EBITDA represented a profit forecast for the purpose of LR 9.2.18R and replaced the Greenhouse gas emissions Company’s previous guidance as outlined in the statement. Disclosures relating to the Group’s greenhouse gas emissions are contained in the TCFD section of the Sustainability section on pages For the purposes of compliance with LR 9.8.4R (2), the Company 32 to 40. confirms that 2023 US revenue was $4.5bn (Ł3.6bn), substantially in line with the guidance given, whilst the 2023 adjusted EBITDA in the US Filing requirements was $107m (Ł81m), also substantially in line with the guidance given. The Irish statutory financial statements of the Group (along with an 2023 adjusted EBITDA for the Group excluding the US was Ł1,444m, unqualified and unmodified auditors report) are prepared under IFRS substantially in line with the guidance given. Please note also that the and will be filed with the Companies Registration Office in Ireland. guidance and actual performance above were provided under IFRS These financial statements are non-statutory financial statements whereas the full year results have been reported under US GAAP. which are prepared to comply with the filing requirements of the For the purposes of compliance with LR 9.8.4R (4) details of any long-London Stock Exchange and provide shareholders with US GAAP term incentive schemes are included in the Directors’ Remuneration financial statements. Report on pages 95 to 116. Auditor For the purposes of compliance with LR 9.8.4R (12) and (13) – Waivers KPMG, Chartered Accountants, was appointed as statutory auditor of Dividend Disclosure – the Trustee of the Employee Benefit Trust has on 18 May 2018 and has been reappointed annually since that date, elected to waive dividends in respect of certain holdings of Flutter and pursuant to section 383(2) of the Companies Act 2014 will shares, details of which can be found in Note 17 of the Notes to the continue in office. Prior to 18 May 2018, KPMG LLP, the UK member firm Consolidated Financial Statements of the Form 10-K. of KPMG International, was the auditor to Flutter Entertainment plc, The remaining LR 9.8.4R sections are not applicable. having served as auditor for the two financial years ended 31 December 2017. KPMG in Ireland previously served as auditor to Paddy Power plc (subsequently renamed to Flutter Entertainment plc) for 15 uninterrupted financial years. During 2022, the Group conducted an audit tender process to select a new statutory auditor for the financial year commencing 1 January 118 Flutter Entertainment plc Annual Report and Accounts 2023

Strategic report Governance Other information Statement of Directors’ Responsibilities In respect of the Annual Report and Accounts 2023: The Directors are responsible for preparing the Annual Report and Accounts 2023 in accordance with applicable law and regulations. The Directors must not approve the Group financial statements unless they are satisfied that they give a true and fair view of the assets, liabilities and financial position of the Group and of the Group’s profit or loss for that year. In preparing the Group financial statements, the Directors are required to: • select suitable accounting policies and then apply them consistently; • make judgements and estimates that are reasonable and prudent; • state whether applicable Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; • assess the Group and Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern; and • use the going concern basis of accounting unless they either intend to liquidate the Group or Company or to cease operations, or have no realistic alternative but to do so. The Directors are responsible for the maintenance and integrity of the corporate and financial information included on the Group’s and Company’s website www.flutter.com. Legislation in the Republic of Ireland concerning the preparation and dissemination of financial statements may differ from legislation in other jurisdictions. We consider the Annual Report and Accounts 2023, taken as a whole, is fair, balanced and understandable and provides the information necessary for shareholders to assess the Group’s position and performance, business model and strategy. On behalf of the Board of Directors Peter Jackson Paul Edgecliffe-Johnson Chief Executive Officer Chief Financial Officer 26 March 2024 26 March 2024 Flutter Entertainment plc, registered in Ireland Company number 16956 119 Flutter Entertainment plc Annual Report and Accounts 2023

Strategic report Governance Other information Independent ESG Assurance statement INDEPENDENT ESG ASSURANCE STATEMENT Independent practitioner’s assurance report on Our independence and quality management Flutter’s Greenhouse Gas (GHG) Statement—Flutter We have maintained our independence and confirm that we have Entertainment plc met the requirements of the Code of Ethics for Professional Scope Accountants issued by the International Ethics Standards Board for We have been engaged by Flutter Entertainment plc to perform Accountants, and have the required competencies and experience a ‘limited assurance engagement,’ as defined by International to conduct this assurance review. Standards on Assurance Engagements, here after referred to as EY also applies International Standard on Quality Management 1, the engagement, to report on the accompanying GHG statement Quality Management for Firms that Perform Audits or Reviews of of Flutter Entertainment plc as of 26 March 2024 for the year ended Financial Statements, or Other Assurance or Related Services 31 December 2023, for the period from 1 January 2023 to 31 December engagements, which requires that we design, implement and 2023, comprising Flutter’s Scope 1, Scope 2, Scope 3 (business travel) operate a system of quality management including policies or GHG emissions (and the Explanatory Notes on page 122) procedures regarding compliance with ethical requirements, (the “Subject Matter”). professional standards and applicable legal and Other than as described in the preceding paragraph, which sets regulatory requirements. out the scope of our engagement, we did not perform assurance Description of procedures performed procedures on the remaining information included in the Report, and accordingly, we do not express a conclusion on this information. Procedures performed in a limited assurance engagement vary in nature and timing, and are less in extent than for a reasonable Criteria applied by Flutter assurance engagement. Consequently, the level of assurance In preparing the Subject Matter, Flutter applied the WRI GHG obtained in a limited assurance engagement is substantially lower Protocol’s Corporate Accounting and Reporting Standard (the than the assurance that would have been obtained had a reasonable “Criteria”). The Criteria can be accessed online https://www.wri.org/ assurance engagement been performed. Our procedures were initiatives/greenhouse-gas-protocol and is publicly available to all designed to obtain a limited level of assurance on which to base our users. Such Criteria were specifically designed for GHG reporting. conclusion and do not provide all the evidence that would be required As a result, the subject matter information may not be suitable for to provide a reasonable level of assurance. another purpose. Although we considered the effectiveness of management’s internal Flutter’s responsibilities controls when determining the nature and extent of our procedures, our assurance engagement was not designed to provide assurance Flutter’s management is responsible for selecting the Criteria, and on internal controls. Our procedures did not include testing controls for presenting the Subject Matter in accordance with that Criteria, or performing procedures relating to checking aggregation or in all material respects. This responsibility includes establishing and calculation of data within IT systems. The Greenhouse Gas quantification maintaining internal controls, maintaining adequate records and process is subject to scientific uncertainty, which arises because of making estimates that are relevant to the preparation of the GHG incomplete scientific knowledge about the measurement of GHGs. statement, such that it is free from material misstatement, whether Additionally, GHG procedures are subject to estimation (or due to fraud or error. measurement) uncertainty resulting from the measurement and EY’s responsibilities calculation processes used to quantify emissions within the bounds of existing scientific knowledge. Our responsibility is to express a conclusion on the presentation of the Subject Matter based on the evidence we have obtained. A limited assurance engagement consists of making enquiries, primarily of persons responsible for preparing the Subject Matter Our engagement was conducted in accordance with the and related information, and applying analytical and other International Standard for Assurance Engagements on Greenhouse relevant procedures. Gas Statements (‘ISAE 3410’) and the International Standard for Assurance Engagements on Assurance Engagements Other than Our procedures included: Audits or Review of Historical Financial Information (‘ISAE 3000 • conducted interviews with personnel to understand the business (Revised)), and the Terms of Reference for this engagement as and reporting process; agreed with Flutter on 26 January 2022, and as amended 7 December 2023. Those standards require that we plan and perform • conducted interviews with key personnel to understand the our engagement to express a conclusion on whether we are aware process for collecting, collating and reporting the Subject Matter of any material modifications that need to be made to the Subject during the reporting period; Matter in order for it to be in accordance with the Criteria, and to • checked that the calculation criteria have been correctly applied issue a report. The nature, timing, and extent of the procedures in accordance with the methodologies outlined in the Criteria; selected depend on our judgement, including an assessment of the risk of material misstatement, whether due to fraud or error. • undertook analytical procedures of the data and made enquiries of management to obtain explanations for any significant We believe that the evidence obtained is sufficient and appropriate differences we identified; to provide a basis for our limited assurance conclusion. • identified and tested assumptions supporting calculations; and • tested, on a sample basis, underlying source information to check the accuracy of the data. We also performed such other procedures as we considered necessary in the circumstances. 120 Flutter Entertainment plc Annual Report and Accounts 2023

Strategic report Governance Other information Conclusion Based on our procedures and the evidence obtained, we are not aware of any material modifications that should be made to Scope 1, Scope 2, and Scope 3 (business travel) GHG emissions as of 26 March 2024 for the year ended 31 December 2023, for the period 1 January 2023 to 31 December 2023 in order for it to be in accordance with the Criteria. Restricted use This report is intended solely for the information and use of Flutter and is not intended to be and should not be used by anyone other than Flutter. We disclaim any assumption of responsibility for any reliance on this assurance report or its conclusions to any persons other than Flutter, or for any purpose other than that for which it was prepared. Accordingly, we accept no liability whatsoever, whether in contract, tort or otherwise, to any third party for any consequences of the use or misuse of this assurance report or its conclusions. Ernst & Young 26 March 2024 Dublin 121 Flutter Entertainment plc Annual Report and Accounts 2023

Strategic report Governance Other information ESG Supplementary information GHG AND METHODOLOGIES EMISSIONS: REPORTING BOUNDARY Reporting Boundary Estimation Methodologies Flutter’s environmental impact is quantified in tonnes of carbon We are committed to making all reasonable efforts to minimise the dioxide equivalent units (tCO e), aligning with the reporting necessity for data estimation. However, due to the constraints of 2 standards set forth by the Greenhouse Gas Protocol (“GHG Protocol”) reporting timelines and deadlines, occasional gaps in our dataset for Corporate Accounting and Reporting and adhering to the UK may arise. A substantial portion of our environmental data is Government’s Streamlined Energy and Reporting (SECR) Guidelines. In systematically acquired and precisely calculated through invoiced this report, the terms “carbon emissions” or “emissions” specifically reports, forming a factual foundation that plays a pivotal role in denote GHG emissions as mandated for a comprehensive informing our internal estimation models to address identified GHG inventory. data gaps. Our GHG inventory is systematically categorised into three Scopes, The primary estimation model developed in 2023 employs linear as per the GHG Protocol: regression analysis to project values for unknown variables. For instance, in our real-estate portfolio, the site size is systematically • Scope 1: Encompassing direct emissions emanating from fuel correlated with utility usage, establishing a formulaic relationship combustion within sources controlled or owned by Flutter. This between the two. Additional details about various estimation models includes gas for heating, petrol and diesel consumption for our used are thoroughly documented and accessible upon request. leased vehicles engaged in mobile combustion, and the loss of Recalculation Policy refrigerant gas. To align with Flutter’s commitment to SBTi, our carbon footprint • Scope 2: Covering indirect emissions resulting from energy baseline year is set at 2022. Should significant changes arise that procurement and utilisation in buildings (office and retail shops) could materially decrease or increase our emissions by 5%, we will under Flutter’s operational control. adjust our emissions inventory, including the base year and subsequent years post-baseline, to ensure accurate monitoring of • Scope 3: Encompassing other indirect emissions within the value our emissions reduction progress. Material changes may relate to chain where Flutter lacks operational control. This category but not limited to: includes emissions from purchased goods and services (e.g data • alterations to the base period (baseline) or the duration of the centres), capital goods, fuel and energy-related activities not reporting period; covered in Scope 1 or 2 (e.g US retail), upstream leased assets, • modifications in calculation methodologies or definitions, such as waste generated in operations, business travel, employee the adoption of improved emission factors or alignment of commuting, and the end-of-life phase for sold products. estimation models; In alignment with the GHG Protocol’s guidelines, Flutter has adopted • availability of substantial primary data to replace secondary data; an operational control boundary encompassing 100% of our business activities, with a materiality reporting threshold set at 95%. Our • structural changes affecting our business, such as divestments, comprehensive collection and verification procedures have mergers, or acquisitions; and determined that Flutter does not have operational control for emissions originating from the following sources based on the GHG • corrections of errors from prior reporting periods. protocol operational control criteria: 2022 Recalculation • US retail; In line with the recommendations of the GHG Protocol and Flutter’s internal recalculation policy, we have updated our baseline • Sisal indirect point of sales; emissions for 2022. This decision was motivated by two factors: firstly, • coworking office spaces; the inclusion of Sisal within our emissions inventory for the full year of 2022, following its acquisition in August 2022. In the previous Annual • subleased office spaces; and Report and Accounts, Sisal was excluded due to time constraints. • data centres Secondly, we have refined our calculation methodology to As a result, these emissions are classified under Scope 3 for the incorporate the substitution of secondary data with primary data for FY2023. The majority of Flutter’s Scope 3 emissions are calculated Scope 3, category 6 (business travel), as well as the utilisation of using a spend-based approach, however, where actual data is improved emission factors for Scope 1 and 2. available then we utilise this for applicable categories. Assurance Limited assurance has been conducted by EY for Scope 1, 2 and Emission Factors Scope 3 business travel. See the independent assurance statement Emission factors utilised in our reporting were sourced from on page 120. reputable entities, including but not limited to: • Association of Issuing Bodies (AIB); • DEFRA (Department for Environment, Food & Rural Affairs); • EPA (Environmental Protection Agency); and • GHG Protocol (Greenhouse Gas Protocol). 122 Flutter Entertainment plc Annual Report and Accounts 2023

Strategic report Governance Other information Additional shareholder information Flutter Entertainment plc is a public limited company incorporated Electronic shareholder communications and domiciled in the Republic of Ireland. It has a primary listing on We encourage you to be notified by email or letter when shareholder the London Stock Exchange and a secondary listing on the New York communications such as the Annual Report and Accounts or Notice Stock Exchange. of Annual General Meeting are available to be viewed online on our Corporate website website at: The Company’s corporate website provides shareholders with a www.flutter.com broad range of information including investor information such as the Annual Report and Accounts 2023, current and historical share This allows the Company to have a positive effect on the prices, AGM materials, events and governance information: environment by significantly reducing the volume of paper used in the production of shareholder mailings, save substantial printing and www.flutter.com postal costs in addition to speeding up the provision of information to you as a shareholder. You can elect to receive email notifications Dividends by contacting the Registrar. Dividend payments Details of the Company’s dividends policy for the financial year Amalgamation of accounts ended 31 December 2023 can be found at: Registered shareholders who receive duplicate sets of Company mailings owing to multiple accounts in their name should contact www.flutter.com/investors the Registrar to request their accounts be amalgamated. Dividend withholding tax (“DWT”) Share portal 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 Registered shareholders may access their accounts online at: entitled to an exemption. Shareholders entitled to the exemption www.computershare.com/flutter must have submitted a properly completed exemption form to the This facility allows registered shareholders to check their Company’s Registrar by the relevant record date for the dividend. shareholdings and dividend payments, change address, change Non-Irish resident shareholders and certain Irish companies, trusts, dividend instructions, register email addresses and also download pension schemes, investment undertakings, companies’ resident in standard forms and documents to initiate other changes in details any member state of the European Union and charities may be held by the Registrar. entitled to claim exemption from DWT. If you are a registered holder and require any further assistance or information on the relevant Beneficial shareholders holding shares through a broker should form to be completed, please contact the Registrar. If you are a contact their broker for account assistance. beneficial holder and hold your shares through a broker, please contact your broker for further assistance. Shareholder security Forms are available on the Irish Tax & Customs Revenue website: Please be aware that organisations, typically from overseas, www.revenue.ie sometimes make unsolicited contact with shareholders offering to buy their shares or to sell shares on their behalf at prices which can Shareholders should note that DWT will be deducted from dividends be significantly higher than the market price of the shares. where a properly completed form has not been received by the If you are in receipt of an unsolicited call from someone offering to relevant record date for a dividend. buy your shares, you should remain vigilant; take a note of the name Dividend mandates of the person and organisation that has contacted you; do not respond to high pressure tactics to provide bank details or arrange We encourage registered shareholders to have their dividends paid to transfer money if you are unsure of the bona fide nature of the directly into their bank account to ensure efficiency of payment on caller; check if the company or individual is appropriately authorised the payment date and reduce the instances of lost or out-of-date to operate as an investment firm with your local regulatory authority unclaimed cheques. Please contact the Registrar to avail of this. (Central Bank of Ireland for shareholders resident in Ireland and the Out-of-date/unclaimed dividends Financial Conduct Authority for shareholders resident in the UK); and If you have out-of-date dividend cheques or unclaimed dividends, obtain independent advice from a qualified adviser or stockbroker. please contact the Registrar. Financial calendar Share dealing If you wish to buy or sell shares in the Company, you can do this by 2024 using the services of a stockbroker or high street bank. Financial year 2023 Results 26 March Please note the price of shares can go down as well as up, and 2023 Annual General Meeting 1 May you are not guaranteed to get back the amount you originally invested. If you are in any doubt you should contact an independent Financial year end 31 December financial adviser. Further updates to the calendar can be found at: www.flutter.com 123 Flutter Entertainment plc Annual Report and Accounts 2023

Strategic report Governance Other information Additional shareholder information continued Contacts Other information Registered office Directors and Company Secretary Belfield Office Park, See Item 10 Part III of the Form 10-K which shows our Directors’ Beech Hill Road, Clonskeagh, biographies. The Company Secretary is Edward Traynor. Dublin 4, Ireland www.flutter.com Company number 16956 General To contact the Investor Relations team email: Brokers Goldman Sachs International investor.relations@flutter.com J & E Davy To contact the Company Secretariat team email: Legal advisers cosec@flutter.com Arthur Cox LLP, Earlsfort Centre, Our brands Ten Earlsfort Terrace, Dublin 2, Ireland More information on each of our brands is available at: Freshfields Bruckhaus Deringer LLP, 100 Bishopsgate, London EC2P 2SR, UK Paddy Power: www.paddypower.com Simpson Thacher & Bartlett LLP 425 Lexington Ave, New York, NY, 10017, USA Betfair: www.betfair.com External auditor Sportsbet: www.sportsbet.com.au KPMG IE, 1 Stokes Place, TVG: www.tvg.com and us.betfair.com St. Stephen’s Green, Dublin 2, Ireland FanDuel: www.fanduel.com Principal bankers Allied Irish Banks, p.l.c. Adjarabet: www.adjarabet.com Banco Santander, S.A. Pokerstars: www.pokerstars.com Bank of America, N.A. & Gaming: Bank of Ireland Sky Betting www.Skybet.com Barclays Bank PLC tombola: www.tombola.com CIBC Bank USA Citibank, N.A. Sisal: www.sisal.com Citizens Bank, N.A. Clydesdale Bank plc Maxbet: www.maxbet.rs Goldman Sachs Bank USA Registrar J.P. Morgan Chase Keybank N.A. Registered shareholders with queries concerning their holdings, Lloyds Bank plc dividend information or administrative matters should contact the Mediobanca Company’s Registrar: Mizuho Bank, Ltd. Address: National Westminster Bank PLC Computershare Trust Company, N.A. The Governor and Company of the Bank of Ireland 150 Royall Street, Suite 101 UniCredit Bank AG Canton, MA 02021 Wells Fargo Bank Tel: Ireland: 016968470 UK: 03707036320 US and Canada: 18888137420 Outside of the above territories: 16172312970 Email: web.queries@computershare.com 124 Flutter Entertainment plc Annual Report and Accounts 2023

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

For the fiscal year ended December 31, 2023

or

Commission File Number: 001-37403

Flutter Entertainment plc

(Exact name of registrant as specified in its charter)

+353 (87) 223 2455

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Securities registered pursuant to Section 12(g) of the Act: None.

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes ☐ No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☐ No ☒

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of June 30, 2023, the aggregate market value of the ordinary shares of the registrant held by non-affiliates of the registrant was:  N/A.*

As of March 22, 2024, the number of ordinary shares outstanding of Flutter Entertainment plc was 177,399,050.

TABLE OF CONTENTS

EXPLANATORY NOTE

Flutter Entertainment plc, a public limited company incorporated under the laws of Ireland, qualifies as a foreign private issuer (“FPI”) in the United States for purposes of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Flutter voluntarily has chosen to file annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K with the United States Securities and Exchange Commission (“SEC”) instead of filing on the reporting forms available to foreign private issuers.

We have included in this Form 10-K the Group’s audited consolidated financial statements as of December 31, 2023 and 2022 and for the years ended December 31, 2023, 2022 and 2021. The Group’s audited consolidated financial statements included herein have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”). We end our fiscal year on December 31. The audited consolidated financial statements included herein, which have been prepared in accordance with GAAP, do not constitute statutory financial statements for the purposes of the Companies Act 2014 of Ireland (the “Irish Companies Act”), nor do they constitute audited financial statements for the purposes of the Irish Transparency (Directive 2004/109/EC) Regulations 2007. Our statutory financial statements for fiscal 2022 and fiscal 2021 were delivered to the Registrar of Companies of Ireland (the “Registrar of Companies”) and, in the case of the 2023 financial statements, are expected to be delivered to the Registrar of Companies within 56 days of our annual return date in 2024.

CERTAIN TERMS

Unless otherwise specified or the context otherwise requires, the terms “Flutter,” the “Company,” the “Group,” “we,” “us” and “our” each refer to Flutter Entertainment plc and its subsidiaries. References to fiscal 2023, fiscal 2022 and fiscal 2021 refer to the years ended December 31, 2023, 2022 and 2021, respectively.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This report contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These statements reflect our current expectations as to future events based on certain assumptions and include any statement that does not directly relate to any historical or current fact. These statements include, but are not limited to, statements related to our expectations regarding the performance of our business, our financial results, our operations, our liquidity and capital resources, the conditions in our industry and our growth strategy. In some cases, forward-looking statements can be identified by words such as “outlook,” “believe(s),” “expect(s),” “potential,” “continue(s),” “may,” “will,” “should,” “could,” “would,” “seek(s),” “predict(s),” “intend(s),” “trends,” “plan(s),” “estimate(s),” “anticipates,” “projection,” “goal,” “target,” “aspire,” “will likely result” and other words and terms of similar meaning or the negative versions of such words. These forward-looking statements are subject to risks and uncertainties that may change at any time. Accordingly, there are or will be important factors that could cause actual outcomes or results to differ materially from those indicated in these statements. These factors include but are not limited to those described in Part I, “Item 1A—Risk Factors”. These factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements that are included in this report. Flutter undertakes no obligation to publicly update or review any forward-looking statements, whether as a result of new information, future developments or otherwise, except as required by law.

RISK FACTOR SUMMARY

An investment in our ordinary shares involves risks. You should carefully consider the following information about these risks, together with the other information contained in this Annual Report, before investing in our ordinary shares. Some of the more significant challenges and risks relating to an investment in our Company are summarized below. The following is only a summary of the principal risks that may materially adversely affect our business, financial condition, results of operations and cash flows. The following should be read in conjunction with the more complete discussion of the risk factors we face, which are set forth in Part I, “Item 1A. Risk Factors” in this Annual Report.

PART I

Company Information

The Company’s legal name is Flutter Entertainment plc. The Company was originally incorporated and registered in Ireland as a private limited company on April 8, 1958, under the name Corcoran’s Management Limited with the registration number 16956. The Company, which would later operate under the name Paddy Power plc, was then formed in 1988 through the merger of three independent bookmakers, including Corcoran’s Management Limited. The Company re-registered as a public limited company on November 15, 2000, and, in December 2000, it listed on the Irish Stock Exchange and the London Stock Exchange (“LSE”). The Company merged with Betfair Group plc on February 2, 2016, and changed its name to Paddy Power Betfair plc. The Company then changed its name to Flutter Entertainment plc on May 28, 2019.

The Company’s registered office is: Belfield Office, Park Beech Hill Road, Clonskeagh Dublin 4, D04 V972 and its telephone number is: +353 (87) 223 2455. The Company’s website is www.flutter.com. The information on, or accessible from, our website is not part of, nor incorporated by reference into, this Annual Report. We make available free of charge, on or through the “Investors” section of our website, our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and amendments to those reports, if any, or other filings filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act as soon as reasonably practicable after electronically filing or furnishing these reports with the SEC. The SEC maintains a website at http://www.sec.gov that contains our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and amendments to those reports, if any, or other filings filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act.

We use our website (www.flutter.com) and at times our corporate X account (@FlutterPLC) and LinkedIn (www.linkedin.com/company/flutter-entertainment-plc) as well as other social media channels to distribute company information. The information we post through these channels may be deemed material. Accordingly, investors should monitor these channels, in addition to following our press releases, SEC filings and public conference calls and webcasts. The contents of our website and social media channels are not, however, a part of this Annual Report on Form 10-K.

Business Overview

Flutter is the world’s largest online sports betting and iGaming operator based on revenue. Our ambition is to change our industry for the better and deliver long-term growth, while also achieving a positive, sustainable future for all our stakeholders. We are well-placed to do so through the global competitive advantages of the Flutter Edge, which provides our brands with access to group-wide benefits to stay ahead of the competition while maintaining a clear vision for sustainability through our Positive Impact Plan.

The Group consists of a diverse portfolio of leading recreational brands and products with a broad international reach. We operate some of the world’s most distinctive online sports betting and iGaming brands which offer our principal product categories of sportsbook, iGaming and other products (exchange betting, pari-mutuel wagering and DFS).

These products are offered by FanDuel (sportsbook, iGaming and other products in our U.S. division), Sky Betting & Gaming (sportsbook and iGaming products in our UKI division), Sportsbet (sportsbook products in our Australia division), PokerStars (iGaming products in our International and U.S. divisions), Paddy Power (sportsbook and iGaming products in our UKI division), Sisal¹ (sportsbook and iGaming products in our

International division), tombola (iGaming products in our UKI division), Betfair (sportsbook, iGaming and other products in our UKI and International divisions), TVG (other products in our U.S. division), Junglee Games (iGaming and other products in our International division) and Adjarabet (iGaming products in our International division). In January 2024, we acquired a 51% controlling stake in MaxBet, a leading omni-channel sports betting and gaming operator in Serbia, which offers sportsbook and iGaming products and will be included in our International division from that date.

We are the industry leader by size with 12.3 million Average Monthly Players (“AMPs”) and $11,790 million of revenue globally for fiscal 2023. AMPs refers to the average over the applicable reporting period of the total number of players who have placed and/or wagered a stake and/or contributed to rake (i.e., the commission we take for operating or hosting a game) or tournament fees during the month. This measure does not include individuals who have only used new player or player retention incentives, and this measure is for online players only and excludes retail player activity. See Part II, “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations—Key Operational Metrics” for additional information regarding how we calculate AMPs data, including a discussion regarding duplication of players that exists in such data.

We operate a divisional management and operating structure across our geographic markets. Each division has an empowered management team responsible for maintaining the momentum and growth in its respective geographic markets. Our divisions are: (i) the United States (the “U.S.”), (ii) the United Kingdom and Ireland (“UKI”), (iii) Australia and (iv) International, which align with our four reportable segments.

We believe that Flutter is well positioned to drive future growth due to the following:

Access to significant market opportunity: The U.S. market is expected to continue to experience significant growth as additional U.S. states are expected to legalize sports betting and iGaming, while outside of the U.S., the market is already worth $318 billion and also continues to grow. With just 30% of this combined market opportunity currently taking place online and $188 billion in regulated markets (excludes countries which, based on Flutter’s judgement, are not addressable by Flutter due to the regulatory regime and/or licensing structure in place), we believe that there is a long runway for future growth.

Diversified product and geographic portfolio at scale: We operate in a wide range of markets and offer a broad range of products. This level of diversification gives us exposure to fast-growing markets, and we also believe that it mitigates the impact on the overall Group of regulatory or other changes in individual markets. As a scale operator, we benefit from the “flywheel effect” where higher revenue growth enables greater operating leverage. This in turn enables us to invest more in our products and player proposition.

The Flutter Edge: We refer to our Group’s global competitive advantage across product, technology, people and capital provided by our scale and experience of operating online sports and betting businesses globally for over 20 years as the “Flutter Edge.” It represents the symbiotic relationship between our teams and divisions, with all contributing to and benefitting from the Flutter Edge.

Optimal strategy to deliver success: We have a clearly defined Group strategy to enable us to deliver on our strategic priorities:

Invest to win in the United States by building on our sustainable competitive advantages to extend our leadership position in new states and states where we have an existing presence. We believe that we will be able to continue to deliver leadership in the U.S. market through the FanDuel Advantage where we believe that FanDuel is (i) able to acquire players efficiently, (ii) retain players for longer and (iii) earn higher average revenue per player.

Grow our gold medal (i.e. market-leading) positions in our other core markets of UKI, Australia and Italy by focusing on expanding our player base, using local scale to unlock benefits across these markets.

Build on our network and invest for leadership positions across international markets by combining global scale with local presence to deliver sustainable growth.

This is underpinned by our sustainability strategy, our Positive Impact Plan, as striving to take care of our players, our colleagues, our communities and our planet is a goal we take very seriously. We view our size and global presence as providing a platform to make a positive, lasting impact on our industry, and we aspire to leverage our local knowledge and agility to do so in a meaningful way. The plan has four elements:

Customers: Seeking to help customers to “Play Well” through products, tools, technology and dedicated teams designed to support positive play and tailored to local markets. Our Play Well strategy was launched in March 2021 and seeks to empower each division to have ownership over their safer gambling strategy to align with their regulatory obligations and our Play Well principles, while working groups across divisions meet regularly to share best practices and align on key topics. In addition, annual bonuses for our executive directors are determined in part by reference to achievement of certain safer gambling measures. Our Group-wide goal is to have over 50% of active online customers using one or more of our Play Well tools by the end of 2026 and 75% using one or more tools by December 2030. As of December 31, 2023, 44.9% of our active online customers were using at least one Play Well tool, compared to 41% as of December 31, 2022.

Colleagues: Striving to empower colleagues to “Work Better” by building teams that are representative of where we live and work. For example, we have begun taking steps in the area of diversity, equity and inclusion to increase female representation in leadership, including by setting a target of having 40% of top leadership roles below the Board level held by women by the end of 2026. As of December 31, 2023, 35.7% of top leadership roles below the Board level were held by women. In addition, we have begun to measure and report on pay performance, progression and retention across different employee demographics and measure employee sentiment across different employee demographics.

Communities: Seeking to “Do More” to improve the lives of the people in our communities through our corporate social responsibility initiatives and the collective energy of our colleagues and scale of our business, including supporting charitable initiatives through company donations and colleague giving.

Environment: As the biggest player in our sector, we believe that we have a responsibility to not only reduce our own impact but also lead on climate action, and we seek to reduce our environmental impact through our carbon reduction strategies and transition plans. Although our carbon reduction strategies and transition plans are long-term goals, we have already undertaken certain concrete steps, including establishing an internal environmental working group, enhancing our carbon accounting and assurance procedures, and developing a climate risk framework at the Group level. In addition, we have set a goal to reach net zero carbon emissions by 2035 and continue to take actions as we strive toward that goal, including by assessing and transitioning our real estate footprint, monitoring our emissions and voluntarily submitting our net zero target to the Science Based Target Initiative for their review.

While we have adopted various policies and procedures to facilitate the achievement of the goals and targets we have set pursuant to our Positive Impact Plan, they are not ultimately required to be implemented by management and there is no guarantee we will achieve them. As part of our preparation for future reporting obligations, including limited assurance of metrics, as required under the European Union’s Corporate Sustainability Reporting Directive (“CSRD”), we plan to evolve our reporting framework to enhance the overall reporting of our Positive Impact Plan metrics.

Opportunity for long-term growth through our financial growth engine: We believe that the combination of these factors positions the Group well to capitalize on the future long-term growth of the markets we operate in, through our financial growth engine. This is built on:

Sustainable revenue growth: We seek to expand the Group’s player base and grow player value through product innovation and efficient generosity spend. We believe that there are significant revenue growth opportunities for both our U.S. and ex-U.S. businesses. As more U.S. states have legalized sports betting and iGaming, our U.S. business has grown revenue by 134.2%, from $1,915 million in fiscal 2021 to $4,484 million in fiscal 2023. Excluding the U.S. business, we have grown revenue by 14.3%, from $6,393 million in fiscal 2021 to $7,306 million in fiscal 2023, including the benefit of acquisitions during that period, and we believe that our International “Consolidate and Invest” markets, which include Italy, Spain, Georgia, Armenia, Brazil, India and Turkey, provide the platform for continued high levels of future growth.

Margin benefits: We seek to increase the efficiency of our marketing investment and operating leverage to deliver high net income margins and Adjusted EBITDA Margins. The Group’s net income (loss) margins and Adjusted EBITDA Margins have been negatively impacted in recent years by significant investments in marketing and customer acquisition in the U.S. division. As we deliver against our U.S. strategy, the net income (loss) margin and Adjusted EBITDA Margin of the U.S. division have improved and we expect this trajectory to continue and drive further improvement in our consolidated net income (loss) margin and Adjusted EBITDA Margin over time.

Significant cashflow generation: Although recent acquisitions have resulted in increased long-term debt, we believe that the low levels of capital intensity due to the scalable nature of our technology platforms, and positive working capital from our expanding business, will permit us to reduce our leverage ratio over time. As of the end of fiscal 2023 and 2022, we had total long-term debt of $7,056 million and $6,750 million, respectively.

Disciplined capital allocation: We expect to drive long-term earnings per share growth and long-term value creation through disciplined capital allocation:

Disciplined organic investment: We believe that our player acquisition cost, lifetime value and player relationship management models and algorithms provide a disciplined evaluation framework enabling high returns from our investment in player growth and retention.

Value creative M&A: We have clear criteria for acquiring bolt-on, “local-hero” brands, with podium (i.e. top-three) positions in high-growth markets. These local heroes are then complemented in the post-acquisition period by the benefits of the Flutter Edge. Our acquisitions of FanDuel, Adjarabet, Junglee Games, tombola and Sisal are examples of this strategy. We believe that there remains significant further M&A potential to add market-leading businesses in regulated markets where the Group does not currently have a presence.

Returns to shareholders: We expect that the Group’s projected cash generation will permit us to reduce our leverage ratio over time and provide significant future balance sheet capacity. Although we do not currently have any specific plans to pay dividends or engage in significant share repurchases, once we have optimized our leverage, we intend to return to shareholders capital that cannot be effectively deployed through organic investment or value creative M&A.

We had a net loss per share of $(6.89), $(2.44) and $(5.24) for fiscal 2023, fiscal 2022 and fiscal 2021, respectively.

The combination of margin benefits, cashflow generation and disciplined capital allocation is expected to drive earnings per share growth and long-term value creation.

Our Products

Our principal products include sportsbook, iGaming and other products, such as exchange betting, pari-mutuel wagering and DFS. For fiscal 2023, 55.9% of our revenue was derived from sportsbook, 39.2% of our revenue was derived from iGaming, and 5.0% of our revenue was derived from other products, while 90.1% of our revenue at the Group level was generated from our online businesses. Our online operations are complemented by our 702 retail shops in Armenia, Georgia, Italy, Ireland, the United Kingdom and the United States. Through our acquisition of MaxBet in January 2024, we also acquired an additional 463 retail shops in Bosnia and Herzegovina, Montenegro, North Macedonia and Serbia. In each market, we typically offer sports betting, iGaming, or both, depending on the regulatory conditions of that market.

For a discussion of the significant new products that we have introduced in the past two fiscal years, and the status of publicly announced new products, see “—Research and Development” below.

Sportsbook

Our sportsbook offerings, such as FanDuel, Sportsbet or Sky Betting & Gaming, involve a customer placing a bet (wager) on various types of sporting events at fixed odds determined by us. Bets are made in advance of the sporting event that will determine the outcome of the wager. In the event the specified outcome occurs, the customer wins the bet and is paid out based upon the odds assigned at the time of the bet. We generate revenue by setting odds in a manner that includes a theoretical spread to be earned on each contest less winnings paid and expenses associated with promotional activity.

In addition to this revenue, revenue from our real-money games (i.e., games in which real money is wagered on the outcome of the game) includes revenue earned on the processing of real-money deposits and cash-out options (which gives the customers the option to exit the game and to obtain an early return from their bet), in specific currencies, which is sometimes referred to as conversion margins.

iGaming

We offer our customers peer-to-business (“P2B”) iGaming products, peer-to-peer (“P2P”) iGaming products and lottery products.

Our P2B iGaming products involve customers betting against the house. Our iGaming products allow customers to bet on a range of games of chance such as online casino, bingo and machine gaming terminals. We provide a combination of third-party content and proprietary games, reflecting a shift to in-house developed products in order to differentiate ourselves from our competitors. Our iGaming offerings typically include the full suite of games available in land-based casinos, such as blackjack, roulette and slot machines. We generate revenue through the gross bets placed less payouts on winning bets, which is also referred to as “hold.”

Our P2P iGaming products include poker and rummy. As P2P operators, we are generally not exposed to the risks of game play or the outcome of the game, as we typically take a rake or commission from the game play. For P2P games, player liquidity, or the number or volume of players with an operator, is critical to the success of the game, with a greater number of players supporting a wider range and greater volume of games and larger tournaments, increasing the quality of the offering to the consumer. As a result, larger scale poker or rummy operations will benefit from superior player liquidity in their systems, which, in turn, improves their offering to customers, creating a positive feedback loop.

We also offer our customers lottery products through our Sisal brand under fixed term licenses known as lottery concessions in various jurisdictions. For example, SuperEnalotto, Win for Life, VinciCasa, Eurojackpot, and SiVincTutto operate in Italy, Sisal Sans operates in Turkey and Sisal Loterie Maroc operates in Morocco. Our lottery products involve customers purchasing a ticket where they have the potential to win a prize and where the winning outcome is drawn at random. Sisal receives a commission in respect of the lottery services provided under the concession agreement.

Other

We include within other product revenue our P2P sports betting products, which involve customers playing/betting against each other and not against the house, where we make a commission on the bets. Our sports betting P2P products include the Betfair betting exchanges, DFS offered by FanDuel and Junglee Games and horse racing wagering offered under the TVG brand. We also offer business-to-business pricing and risk management services, where we earn revenues from providing these services to other businesses in our sector.

Our Geographic Divisions

As of December 31, 2023, we offered our products in over 100 countries and had 12.3 million AMPs globally. See Part II, “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations—Key Operational Metrics” for additional information regarding how we calculate AMPs data, including a discussion regarding duplication of players that exists in such data. For fiscal 2023, our U.S. division constituted 38.0% of our revenue, our UKI division constituted 25.8% of our revenue, our Australian division constituted 12.3% of our revenue and our International division constituted 23.9% of our revenue.

United States

Our U.S. division offers sports betting, casino, DFS and horse racing wagering products to players across various states in the United States, mainly online but with sports betting services also provided through a small number of retail outlets, and certain online products in the province of Ontario in Canada.

The U.S. division is our fastest growing and our largest division, constituting $4,484 million (or 38.0%) of our revenue for fiscal 2023. For the three months ended December 31, 2023, we had a 43.2% share of the online sports betting market in the states where FanDuel sportsbook was live and a 25.7% share of the iGaming market in states where FanDuel casino and PokerStars (U.S.) were live.

For 2023, the U.S. division consisted of the following brands: FanDuel, TVG and PokerStars (U.S.). Beginning in January 2024, PokerStars (U.S.) will be included in the International segment for reporting purposes to better reflect how that business is currently managed. As of December 31, 2023, our FanDuel online sportsbook was available in 20 states (Vermont and North Carolina were added in the fiscal quarter ended March 31, 2024), our FanDuel online casino was available in 5 states, our FanDuel paid DFS offering was available in 44 states, our FanDuel or TVG online horse racing wagering product was available in 32 states, our FanDuel free-to-play products were available in all 50 states and our PokerStars (U.S.) iGaming product was available in 3 states.

United Kingdom and Ireland

In the United Kingdom and Ireland, we offer sports betting (sportsbook), iGaming products (games, casino, bingo and poker) and other products (exchange betting) through our Sky Betting & Gaming, Paddy Power, Betfair and tombola brands. Although our UKI brands mostly operate online, this division also includes our 576 Paddy Power betting shops in the United Kingdom and Ireland as of December 31, 2023. Our UKI division constituted $3,047 million (or 25.8%) of our revenue for fiscal 2023.

Australia

In Australia, we offer online sports betting products through our Sportsbet brand, which operates exclusively in Australia and offers a wide range of betting products and experiences across local and global horse racing, sports, entertainment and major events. Our Australia division constituted $1,447 million (or 12.3%) of our revenue for fiscal 2023.

International

Our International division includes our operations in over 100 global markets and offers sports betting, casino, poker, rummy and lottery, mainly online.

Sisal, the leading iGaming operator in Italy, is the largest brand in the International division following its acquisition in August 2022. The International division also includes PokerStars, Betfair International, Adjarabet and Junglee Games. We continue to diversify internationally and are taking our online offering into regulated markets with a strong gambling culture and a competitive tax framework under which we have the ability to offer a broad betting and iGaming product range.

Our International division constituted $2,812 million (or 23.9%) of our revenue for fiscal 2023.

The information below summarizes revenue by geographical market for the year ended December 31, 2023, 2022 and 2021:

The information below summarizes long-lived assets by geographical market as of December 31, 2023 and 2022:

Seasonality

Our product offerings are subject to a largely predictable degree of seasonality, although the seasonality of each of these products does differ, thereby reducing the effect on an aggregate basis. In particular, a majority of our current U.S. sports betting and DFS revenue is and will continue to be generated from bets placed on, or contests relating to, the NFL, the NBA, MLB and the NCAA, each of which has its own respective off-seasons, which may cause decreases in our future revenues during such periods. The schedule of significant sporting events that do not occur annually, such as the FIFA World Cup, the Ryder Cup, the UEFA European Football Championship and/or marquee boxing matches, affect the volumes of bets collected over the course of that period. Our sportsbook revenue is driven by a combination of the timing of sporting and other events and the results of our operations are derived from those events. While our iGaming revenue also benefits from activity around sporting events, it is less dependent on the sporting calendar. The overall effect of any individual sporting event is small due to the number of sporting events that take place in any given year and the diversity of our revenue source. See “Item 1A. Risk Factors—Risks Relating to Our Business and Industry—Aspects of our business will depend on the live broadcasting and scheduling of major sporting events.”

Marketing

Our ability to effectively acquire, engage and retain customers on our platform is critical to our operational and financial success. We believe that the combination of our brands with our data science and marketing analytics capabilities provide us with a strong competitive advantage in our industry. We utilize a variety of marketing channels, including paid external advertising through traditional and digital media, compelling new player and event-driven promotions and paid affiliate programs. We use proprietary models and software tools to track the efficacy of these marketing campaigns in real-time, giving us the ability to constantly evaluate and optimize our marketing strategies as necessary. Over time, our growth has also enabled our marketing efforts to benefit from economies of scale.

We also rely on successful cross-promotion across our product offerings and consequently have developed ways to minimize friction between our offerings. For example, our FanDuel Sportsbook app features an embedded iGaming offering in states where iGaming is permissible so players can play a subset of casino games without leaving the sportsbook app. Aside from traditional marketing channels, we also enter into select media, sports and entertainment partnerships that support and accelerate our long-term strategic initiatives. Where possible, we will enter into exclusive relationships to further align interests. We have also historically partnered with athletes and celebrities that share our values in order to promote our brand. For example, in the United States, we have strategically partnered with some of the leading news, sports and entertainment companies, including Turner Sports and the Bleacher Report website. Additionally, we have ongoing commercial relationships with Sky, which allow us to use the Sky (e.g., Sky Betting and Gaming) brands and integrate with Sky’s commercial and advertising platforms pursuant to several contractual agreements.

Furthermore, in the United States, we are: (i) an official sports betting partner, official sportsbook, official one-day fantasy partner, official one-day fantasy game, and official marketing partner and authorized gaming operator of the NBA; (ii) an official sponsor/partner, official sportsbook sponsor/partner, official sports betting sponsor/partner and official free to play sponsor/partner of the NFL; (iii) an official sports betting sponsor/partner of MLB; (iv) an official sports betting/wagering partner, official daily fantasy game, official daily fantasy hockey game, official daily fantasy partner, official fantasy partner and official partner of the NHL; (v) an official sportsbook, official daily fantasy partner, official marketing partner, official partner and authorized gaming operator of the WNBA; (vi) an official betting operator of the PGA TOUR; (vii) an authorized gaming operator of the WTA; (viii) an authorized gaming operator of NASCAR; and (ix) an authorized gaming operator of MLS. We also have partnerships with 19 professional teams across these and other leagues. The nature of these partnerships varies; however, each of these relationships amplifies our brand and helps us acquire and retain customers more efficiently by, for example, allowing us to open a retail sportsbook location in their arena, prominently displaying our brand on signs throughout their arena, advertising our products across their television, digital media and radio outlets and giving us access to their customer relationship databases for our marketing purposes.

In fiscal 2023, we spent $3,776 million in sales and marketing across our four geographic divisions to ensure that we have high levels of brand visibility throughout the year.

Research and Development

As a leading online betting and iGaming operator, our growth and competitive positioning is dependent on the implementation and execution of our technology strategy. We have a distinctive proprietary technology platform that is tailored to the needs of our business, which we have developed and refined through dedicated investments over more than 30 years. Our recent investments are focused on providing appealing product offerings to our customers, both in terms of the quality of the offerings and the user experience, and also with respect to data security and integrity across our offerings. For fiscal 2023, we invested $765 million in technology research and development. We dedicate nearly all of our research and development investments to our online sports betting and iGaming businesses, which seeks to provide broad market applications for product offerings derived from our technology, and we expect to continue investing significantly in research and

development in an effort to constantly improve customer experience, engagement and security. We believe that such investment in research and development enables us to react more quickly to changing customer needs and is central to our competitive positioning.

As of fiscal 2023, our global workforce consisted of approximately 7,000 technologists who support the introduction and development of new products, the creation of new betting markets, the improvement of the online customer experience and the development of better processes and systems. These support the five in-house gaming studios and global pricing and risk management functions which are continuously developing cutting-edge content for our customers. We believe that continued research and development will contribute to our future growth and profitability and ensure our position as market leader in the betting and iGaming industry.

During fiscal 2023, our global technology strategy enabled the following improvements and enhancements to our products around the world: FanDuel leveraged the Group’s technology, pricing and risk management capabilities to expand the breadth of its proprietary Same Game Parlay product with the launch of Parlay Hub, Parlay Builder, Bet Tracker and increased player market offerings. FanDuel also made improvements to pricing and risk management capabilities, completing development of in-house pricing for college basketball and remodeling NFL pricing. FanDuel is currently in the process of implementing the next generation technology for its iGaming platform, which also leverages Flutter’s existing iGaming platform, to provide first party content and some of Flutter’s in-house game studio developed content. Sky Betting & Gaming and Paddy Power improved their respective BuildABet and Betbuilder products through increasing the number of player markets available, as well as expanding iGaming live casino and slots content during fiscal 2023. Sisal launched its refreshed sportsbook application in Italy during the year, as well as improved its sportsbook content through the launch of the Duo product, which allows customers to swap a substitute player into their active bets.

Intellectual Property

We believe that copyright, trademarks, domain names, trade secrets, proprietary technology and other intellectual property are critical for our long-term success. We seek to protect our investment in research and development by seeking intellectual property protection as appropriate for our technologies and content, including our software code, proprietary technology and know-how that we use to develop and run our sports and iGaming product offerings and related services. Other than licensed rights, we own the key intellectual property rights for the software material used in our betting and iGaming operations and the key intellectual property rights to our customer profiles and iGaming platforms, including sportsbook and poker software.

While much of the intellectual property we use is owned by us, we have obtained rights to use intellectual property of third parties through licenses and service agreements with those third parties. Although we believe these licenses are sufficient for the operation of the Group, these licenses typically limit our use of the third parties’ intellectual property to specific uses and for specific time periods.

We rely on a combination of trade secret, copyright, trademark, patent and other intellectual property laws, as well as contractual provisions, to protect our intellectual property rights in our sports and iGaming product offerings and other proprietary technology. We actively seek patent protection covering certain inventions originating from us and, from time to time, review opportunities to acquire patents to the extent we believe such patents may be useful or relevant to our business. We also enter into confidentiality and intellectual property assignment agreements with our employees, contractors and other third parties. We typically own the trademarks under which our sports and iGaming product offerings and related services are marketed. In order to protect our brands and trademarks, we register our key trademarks in select jurisdictions in which we operate. Our key trademarks and domain names include, among others:

See “Item 1A. Risk Factors—Risks Relating to Information Technology Systems and Intellectual Property—If we are unable to protect or enforce our rights in our proprietary technology, brands or other intellectual property, our competitive advantage, business, financial condition and results of operations could be harmed.”

Furthermore, we use collected customer data to provide customers with the services they have requested. Subject to applicable data protection laws, we also use customer data to carry out identity and age verification checks on prospective customers for marketing purposes, to invite customers to new tournaments or games or to join our loyalty offering, as well as to send merchandise to customers.

Fox Option on Interest in FanDuel Group Parent LLC

In connection with our acquisition of TSG, we and FSG Services LLC (“Fox”) entered into a legally binding term sheet (the “Fox Option Term Sheet”) that, among other things, granted Fox a call option (the “Fox Option”) to acquire from us 18.6% of the then-outstanding investor units (the “Fastball Units”) in FanDuel Group Parent LLC (“FanDuel Parent” and, together with its consolidated subsidiaries, “FanDuel”) that were the subject of a put and call option between us and Fastball Holdings LLC (“Fastball”). As of December 31, 2023, the Fox Option price for the Fastball Units was $4.3 billion. Such price is subject to a 5% annual compounding carrying value adjustment. Fox has until December 2030 to exercise the Fox Option.

Fastball had certain rights under FanDuel Parent’s Limited Liability Company Agreement (the “FanDuel LLC Agreement”) and a July 2019 Investor Members Agreement among us, FanDuel Parent, Fastball and Boyd Interactive Gaming, L.L.C. (the “Investor Members Agreement”), which provided certain terms for the governance and operations of FanDuel Parent and rights, obligations and duties of FanDuel Parent’s members. Although it has not been determined what specific rights Fox may receive should Fox exercise (and pay for) the Fox Option and acquire the Fastball Units, the terms of the Investor Members Agreement provided that, so long as Fastball continued to own at least 5% of the outstanding FanDuel LLC Units, FanDuel could not, without the prior written consent of Fastball: (i) acquire any person, business or line of business if such acquisitions, in the aggregate, require FanDuel Parent to spend more than $75 million in cash; (ii) enter into or consummate one or a series of transactions where FanDuel Parent transfers, exclusively sublicenses or exclusively licenses or otherwise disposes of any assets, to the extent such assets have value, in the aggregate, in excess of $75 million (other than in the ordinary course of business); (iii) issue or incur debt that results in FanDuel Parent having outstanding principal debt obligations in excess of the greater of $75 million and four times FanDuel Parent’s LTM EBITDA (as defined therein); (iv) declare, make or pay any distributions or dividends on FanDuel LLC Units, other than distributions or dividends in an amount such that, following the consummation thereof, FanDuel Parent would have distributed cash dividends on FanDuel LLC Units for any twelve month period no greater than the lesser of (1) 50% of FanDuel Parent’s Free Cash Flows (as defined therein) for the prior 12 consecutive months ending on the last day of the month preceding the date of such distribution or dividend and (2) 50% of FanDuel Parent’s projected Free Cash Flows (as defined therein) for the 12 month period beginning on the last day of the month preceding the date of such distribution or dividend; (v) adopt any amendment to FanDuel Parent’s organizational documents or the FanDuel LLC Agreement; (vi) take or approve any action resulting in FanDuel Parent’s liquidation or dissolution; (vii) authorize, issue or sell FanDuel LLC Units or any other equity interest of FanDuel Parent or any other option, warrant, conversion or similar right with respect to any FanDuel LLC Units or such other equity interest in FanDuel Parent (subject to certain exceptions); (viii) repurchase, redeem or otherwise acquire any FanDuel LLC Units, any other equity interest of FanDuel Parent or any options, warrants, conversion or similar rights with respect to any FanDuel LLC Units or such other equity interests of FanDuel Parent, except in accordance with the terms of the FanDuel LLC Agreement; (ix) enter into any transaction that would result in a Public Offering (as defined in the FanDuel LLC Agreement) or Sale Event (as defined in the FanDuel LLC Agreement), other than a Sale Event in which we and our affiliates sell 100% of our

collective equity interests in FanDuel Parent to a purchaser who agrees to be bound by all our obligations under the Investor Members Agreement; (x) take any action which has the primary purpose of, or by its express terms has the effect of, benefitting us and our affiliates and harming Fastball, whether or not in its capacity as a holder of the FanDuel LLC Units; (xi) make any payment out of assets of FanDuel Parent or any of its subsidiaries in respect of any VCP Redemption Debt (as defined in the FanDuel LLC Agreement); or (xii) commit to do any of the things set forth in (i) through (xii) above. In addition, the terms of the Investor Members Agreement provided that so long as Fastball continued to hold any equity interest in FanDuel Parent, FanDuel could not, without the prior written consent of Fastball, cause or permit FanDuel Parent to own or hold any assets other than equity interests of FanDuel Group, Inc., cause or permit FanDuel Parent to own or hold less than 100% of the issued and outstanding equity of FanDuel Group, Inc., cause or permit FanDuel Group, Inc. to make any distributions to FanDuel Parent that could give rise to taxable income to Fastball in excess of its pro rata portion of the FanDuel LLC Units, or take any action or fail to take any actions with respect to tax matters that could reasonably give rise to disproportionately adverse tax consequences to Fastball as compared to us. Fox’s interpretation of its rights in relation to the Fox Option may differ from that of Flutter. See “Item 1A. Risk Factors—Risks Relating to Our Business and Industry—In the event that Fox exercises the Fox Option, we would be required to sell to Fox a significant minority stake in our FanDuel business. If at that point Fox’s consent is required for actions we wish to take and we are unable to obtain it, we may not be able to pursue elements of our business strategy.”

Regulation

We operate in a heavily regulated industry across multiple geographical jurisdictions. The area of legal and regulatory compliance continues to evolve in all of our markets, including as a result of changing political and social norms. As a result, the markets in which we operate are subject to uncertainties arising from differing approaches among jurisdictions, including the determination of where betting and iGaming activities take place and which authorities have jurisdiction over such activities. Compliance with the laws and regulations in place in each jurisdiction is a key risk area for us and is monitored and reported on by our audit committee to the Board.

Our business is subject to extensive regulation under the laws, rules and regulations of the jurisdictions in which we operate. These laws, rules and regulations generally concern the responsibility, financial stability, integrity and character of the owners, managers and persons with material financial interests in the iGaming operations along with the integrity and security of the sports betting and iGaming offering. Violations of laws or regulations in one jurisdiction could result in disciplinary action in that and other jurisdictions.

Gaming laws are generally based upon declarations of public policy designed to protect gaming consumers and the viability and integrity of the gaming industry. Gaming laws also may be designed to protect and maximize country, state and local tax revenues, as well as to enhance economic development and tourism. To accomplish these public policy goals, gaming laws establish stringent procedures to ensure that participants in the gaming industry meet certain standards of character and responsibility. Among other things, gaming laws require gaming industry participants to:

We seek to ensure that we obtain gaming licenses necessary to offer our products and services in the jurisdictions in which we operate and/or where we are otherwise required to do so. While we believe that we are in compliance in all material respects with all applicable gaming laws, licenses and regulatory requirements, we cannot be certain that our activities or the activities of our customers will not become the subject of any regulatory or law enforcement, investigation, proceeding or other governmental action or that any such proceeding or action, as the case may be, would not have a material adverse impact on us or our business, financial condition, prospects or results of operations.

The methods and tools we use to permit or restrict access to our online betting and iGaming product offerings within a territory are typically mandated or approved by the applicable betting and gaming regulatory authority in each jurisdiction where a Group subsidiary holds a betting and gaming license. In particular, we employ the following methods and tools across such jurisdictions: (i) IP address blocking, which identifies the location of the player and blocks his or her IP address; and (ii) country-specific blocking based on the residence of the player. In certain jurisdictions, we also employ geolocation blocking, which restricts access based upon the player’s geographical location determined through a series of data points such as mobile devices and Wi-Fi networks.

We also work with regulatory and government bodies to ensure our products, including the software and technological infrastructure underlying them, undergo comprehensive testing by such regulatory and government bodies, as well as by independent, industry-leading testing, accreditation and certification organizations (including Gaming Laboratories International and BMM International). The objective of this testing is to certify, among other things, security, regulatory conformity and gaming integrity. We seek to meet or exceed best practices in operations and customer protection with an emphasis on fair and responsible gaming.

Additionally, we support the regulation of iGaming, including licensing and taxation regimes and pooled poker liquidity, which we believe promotes sustainable iGaming markets that are beneficial for consumers, governments and the citizens of the regulating jurisdiction. We strive to work with applicable government authorities to develop regulations that we expect would protect consumers, encourage responsible betting and gaming, ensure reasonable levels of taxation, promote regulated gameplay and keep crime and the proceeds of crime out of gaming. We also strive to be among the first licensed operators to obtain betting and gaming licenses and provide iGaming to customers in newly regulated jurisdictions, in each case, to the extent it would be in the furtherance of our business goals and strategy and in compliance with our policies and procedures.

Our Licenses

We are licensed or approved to offer our betting and iGaming products (including under third-party betting and gaming licenses) in various jurisdictions worldwide, including in the United States, the United Kingdom, the Republic of Ireland, Australia, Italy and in several other countries. Our gaming licenses generally fall under two categories: (i) jurisdictions where our relevant operating subsidiary has either obtained a local betting and gaming license directly from the local gaming authority or where we offer our product offerings under a third-party betting and gaming license through a third-party relationship on a business-to-business basis and (ii) jurisdictions where our real-money iGaming products are offered pursuant to a “multi-jurisdictional” gaming license instead of a local license.

Flutter operates in multiple jurisdictions with various licensing obligations and cultural nuances. We have taken a principle-based approach to our safer gambling strategy (“Play Well”), which we launched in March 2021. Similar to our commercial strategy, each division has ownership of their safer gambling strategy (including policy and process) that aligns with their regulatory obligations and our Play Well principles. We have a safer gambling board (a subcommittee of our Risk and Sustainability Committee) who meet regularly and a global Play Well working group who also meet regularly to share best practice and align on key strategic topics.

United States

In the United States, gambling is regulated at both state and federal levels and divided into three categories: retail sports betting, online sports betting and iGaming. In 2018, the U.S. Supreme Court overturned key gambling legislation, the Professional and Amateur Sports Protection Act (“PASPA”), which prohibited the expansion of sports betting nationwide, following New Jersey’s appeal. A number of states have since moved to legalize and regulate gambling and sports wagering at the state level. As of December 31, 2023, 35 states have legalized and regulated retail sports betting, 28 states have legalized and regulated online sports betting and six states have legalized and regulated iGaming.

Under some states’ sports betting and iGaming laws, online sports betting and/or iGaming licenses are tethered to a finite number of specifically defined businesses that are deemed eligible for a gaming license, such as land-based casinos, tribes, professional sports franchises and arenas and horse racing tracks, each of which is entitled to a skin or multiple skins under that state’s law. A “skin” permits that license holder to partner with an online operator like FanDuel to offer online sports betting or iGaming services under that entity’s license. As such, the skin provides a market access opportunity for mobile operators to operate in the jurisdiction pending licensure and other required approvals by the state’s regulator. The entities that control those skins, and the numbers of skins available, are typically determined by a state’s sports betting or iGaming law. We currently rely on skins tethered to land-based casinos, tribes, professional sports franchises and arenas and horse racing tracks in order to access a number of markets through a skin. In other markets, we may obtain a license to offer online sports betting and/or iGaming through a direct license offered by the state, which in some cases may be subject to a competitive application process for a limited number of licenses. Our licenses in U.S. states are generally granted for a predetermined period of time (typically ranging from one to four years) or require documents to be supplied on a regular basis in order to maintain them.

The market access partnership agreements that we enter into with each of our partners provide us with a skin that allows us to offer our online sports betting and iGaming products in the state or province where such partner is licensed. We make variable payments to the majority of our market access partners, typically based on a percentage of our revenue generated in the market where we use such market access partner’s skins. Our market access partners include Boyd, one of the largest and most experienced gaming companies in the United States. As stated in Boyd’s annual report for the year ended December 31, 2023, Boyd operates 28 gaming entertainment properties across 10 states. Our partnership with Boyd brings together two of the largest and most geographically diversified companies in the U.S. gaming industry and provides us with first skin access (i.e., access to the online sports betting and iGaming market of a given state or province through the use of the first skin granted by a state to a land-based gaming entity with an existing license) for online sports betting in all jurisdictions where Boyd holds gaming licenses currently, with the exception of Nevada and California.

Sportsbook and iGaming

We operate FanDuel retail sportsbook locations in states that have authorized retail sports wagering in licensed brick-and-mortar facilities and offer our FanDuel iGaming and sportsbook products in states which have authorized iGaming or online sports wagering, respectively. In both cases, we have obtained and maintain the requisite licenses. Our FanDuel sportsbook currently operates in Arizona, Colorado (online only), Connecticut, Illinois, Indiana, Iowa, Kansas, Kentucky (online only), Louisiana, Maryland, Massachusetts (online only), Michigan, Mississippi (retail only), New Jersey, New York, North Carolina (online only), Ohio, Pennsylvania, Tennessee (online only), Vermont (online only), Virginia (online only), Washington (retail only), Washington D.C. (retail only), West Virginia and Wyoming (online only). We operate FanDuel iGaming in Connecticut, New Jersey, Pennsylvania, Michigan and West Virginia. Our PokerStars iGaming product currently operates in Michigan, New Jersey and Pennsylvania. We comply with each state’s requirements for offering our products, including utilizing appropriate procedures and technology to ensure that wagering on our PokerStars iGaming, FanDuel iGaming and FanDuel sportsbook products will only be accessible to persons physically present in a state in which we or one of our subsidiaries is licensed to offer online wagering.

On May 14, 2018, the U.S. Supreme Court issued an opinion determining that PASPA was unconstitutional. PASPA prohibited U.S. states from “authorizing by law” any form of sports betting. In striking down PASPA, the U.S. Supreme Court opened the potential for state-by-state authorization of sports betting. Sports betting in the United States is subject to additional laws, rules and regulations at the state level. Generally, online gambling in the United States is only lawful when specifically permitted under applicable state law. At the federal level, several laws provide federal law enforcement with the authority to enforce and prosecute gambling operations conducted in violation of underlying state gambling laws. These enforcement laws include the Unlawful Internet Gambling Enforcement Act of 2006 (the “UIGEA”), the Illegal Gambling Business Act of 1970 (the “IGBA”) and the Travel Act of 1961 (the “TA”). No violation of the UIGEA, the IGBA or the TA can be found absent a violation of an underlying state law or other federal law. In addition, the Wire Act provides that anyone engaged in the business of betting or wagering who knowingly uses a wire communication facility for the transmission in interstate or foreign commerce of bets or wagers or information assisting in the placing of bets or wagers on any sporting event or contest, or for the transmission of a wire communication which entitles the recipient to receive money or credit as a result of bets or wagers, or for information assisting in the placing of bets or wagers, will be fined or imprisoned, or both. However, the Wire Act notes that it shall not be construed to prevent the transmission in interstate or foreign commerce of information for use in news reporting of sporting events or contests, or for the transmission of information assisting in the placing of bets or wagers on a sporting event or contest from a state or foreign country where betting on that sporting event or contest is legal into a state or foreign country in which such betting is legal. The U.S. Department of Justice has taken differing positions over time as to whether the Wire Act applies beyond sports betting. The U.S. Court of Appeals for the First Circuit ruled in January 2021 that it does not.

Online Horse Racing Wagering

We also own TVG, which operates two nationally distributed television networks, FanDuel TV and FanDuel Racing, the latter of which is devoted to the sport of horse racing. TVG also operates a state licensed and regulated pari-mutuel advance deposit wagering service under both the TVG and FanDuel Racing brands that facilitates pari-mutuel wagers on horse races from residents of 32 states. Advance deposit wagering is conducted pursuant to the federal Interstate Horseracing Act of 1978, as amended (the “IHA”), and applicable state laws. Through the IHA, pari-mutuel wagering operators can commingle wagers from different horse racing tracks and wagering facilities and broadcast horse racing events. TVG maintains licenses, consents, agreements and approvals where required to provide its advance deposit wagering services. Pari-mutuel wagering on horse racing is a regulated industry. In the United States, individual states control pari-mutuel wagering operations located within their respective jurisdictions with the intent of, among other things, protecting the public from unfair and illegal gambling practices, generating tax revenue, licensing operators and preventing organized crime from being involved in the industry. Although the specific form may vary, states that regulate pari-mutuel wagering generally do so through a local gambling regulatory authority, typically a racing commission. In general, these regulatory authorities require operators to submit licensing materials, including corporate and financial information, prior to granting them the necessary operating licenses.

Daily Fantasy Sports

Our FanDuel DFS product offers paid-entry contests in 44 states and the District of Columbia (and free-to-play contests in all 50 U.S. states and the District of Columbia) based on the laws governing fantasy sports in those individual jurisdictions. These laws fall into two categories: (i) jurisdictions that have enacted explicit laws that declare fantasy sports contests lawful games of skill (and in many cases regulate the operation of fantasy sports businesses) and (ii) jurisdictions in which the existing jurisdictional laws are interpreted in a manner to permit fantasy sports contests as lawful games of skill. At present, 23 states fall into the first category described above, and in two states (West Virginia and Rhode Island), the Attorney General’s office of each state has issued an opinion affirming the legality of paid-entry fantasy sports contests in that state. In the remaining 19 states, we operate based on a legal opinion by outside counsel interpreting the underlying law of the jurisdiction.

Generally, state fantasy sports laws and regulations define paid fantasy sports, establish the rules concerning the application and licensing procedures for gaming operators in the fantasy sports business and regulate practices for paid fantasy sports deemed to be detrimental to the public interest. As part of the licensing process, we must submit, in some jurisdictions, extensive materials on our operations, including our technology and data security, age verification of customers, segregation of account funds and responsible gaming initiatives, and submit third-party audits evidencing our compliance with these requirements.

United Kingdom and Ireland

United Kingdom

Online betting and iGaming in Great Britain is regulated by the UK Gambling Act, pursuant to which the regulator, which is the UKGC, issues licenses, license conditions and codes of practice. According to the UK Gambling Act, a remote operating license is required for the provision of iGaming if at least one piece of remote gaming equipment used in the provision of gaming facilities is placed within Great Britain or if the gaming facilities provided are used or capable of being used there. In addition, the UK regulatory regime requires remote gaming operators to source their software from suppliers licensed by the UKGC. We hold online and retail betting and gaming operating licenses issued by the UKGC and the services that we offer to our customers in Great Britain are offered pursuant to these licenses.

In December 2020, the UK government commenced a review of the UK Gambling Act, with the objective of: (i) examining whether changes are needed to the system of gambling regulation in Great Britain to reflect changes to the gambling landscape since 2005 when the UK Gambling Act was introduced, particularly in light of technological advances; (ii) ensuring there is an appropriate balance between consumer freedoms and choice, on the one hand, and prevention of harm to vulnerable groups and wider communities, on the other; and (iii) ensuring customers are suitably protected during gambling, and that there is an equitable approach to the regulation of the online and the land-based industries.

The UK government’s review of the UK Gambling Act is extensive in scope. Key areas under review include:

The call for evidence in connection with the review concluded in March 2021. On April 27, 2023, the UK government issued a white paper, which included proposals to:

Although we seek to meet or exceed best practices in operations and customer protection with an emphasis on fair and responsible gaming, changes to regulation arising from the UK government’s review of the UK Gambling Act could impede our ability to generate revenue in Great Britain and attract new and existing customers in Great Britain, which could have a material adverse effect on our business, financial condition and results of operations.

For more information regarding the UK Gambling Act review and its potential impact on our business, see “Item 1A. Risk Factors—Risks Relating to Regulation, Licensing, Litigation and Taxation—The UK government’s ongoing review of the UK Gambling Act may result in more onerous regulation of the betting and gaming industry in Great Britain, part of our second-largest market, which could have a material adverse effect on our business, financial condition and results of operations” and “Item 1A. Risk Factors—Risks Relating to Regulation, Licensing, Litigation and Taxation—Adverse changes to the regulation of online betting and iGaming, or their interpretation by regulators, could have a material adverse effect on our business, financial condition and results of operations.”

Republic of Ireland

The Irish general regulatory framework is partially regulated by way of the Betting Act, 1931 (the “Irish Betting Act”). The Irish Betting Act was amended in 2015 to include regulation for online bookmaking, which is regulated by the Irish Revenue Commissioners Office. Licenses for online bookmakers are required for operators servicing the Irish market by providing sports betting services. The nominated officers of license applicants must undergo personal licensure and hold a tax clearance certificate in addition to a certificate of personal fitness. With respect to online casino games, these are provided based on an online betting and gaming license which is widely referred to as a “dot.com” or “point of supply” license. These “dot.com” licenses differ in nature to “country” or “point of consumption” licenses, which are territory specific. “Dot.com” licenses enable the supply of online betting and iGaming to other jurisdictions, in accordance with those licenses’ regulations and under the governance of the relevant regulator and regulatory regime, based on the principle of internet legislation that deems the provision of an online product as provided where the operator is established and located. Ireland does not currently have a regime for “Dot.com” licenses for online casino, online lotteries or other iGaming undertaken on a commercial basis.

In December 2022, the Irish government published the first draft of the Gambling Regulation Bill, which proposes major reform and consolidation of gambling laws in Ireland, including the creation of a Gambling Regulatory Authority of Ireland, which will have broad powers to publish further guidance and codes of conduct. The Gambling Regulation Bill seeks to (1) modernize the licensing system; (2) introduce robust enforcement measures, including suspension and revocation of licenses, financial penalties (up to the greater of 10% of the licensee’s annual turnover or €20,000,000) and imprisonment; and (3) protect vulnerable persons, including children and those experiencing gambling addiction, through prohibiting licensees from accepting credit cards for the purposes of gambling and the creation of National Gambling Exclusion Register and Social Impact Fund. For more information regarding the Gambling Regulation Bill and its potential impact on our business, see “Item 1A.

Risk Factors—Risks Relating to Regulation, Licensing, Litigation and Taxation—Adverse changes to the regulation of online betting and iGaming, or their interpretation by regulators, could have a material adverse effect on our business, financial condition and results of operations.”

Australia

The Northern Territory Racing Commission (“NTRC”) is responsible for licensing, regulating and supervising gambling activities authorized under the Racing and Betting Act 1983 (NT) (“Racing and Betting Act”), including the conduct of a sports betting business. Holders of sportsbook maker licenses issued by the NTRC are permitted to provide sports betting services over the internet to customers throughout Australia.

The NTRC conducts ongoing suitability and due diligence investigations in relation to its license holders, their shareholders and key management personnel. NTRC license holders are also required to comply with all relevant Australian state and territory laws as well as applicable federal legislation, including the Anti-Money Laundering and Counter Terrorism Financing Act 2006 (Cth).

Our Australian subsidiaries hold renewable licenses to conduct sports betting, as issued by the NTRC under the Racing and Betting Act. Other than as described above, our real-money iGaming product offerings are not offered to persons physically located in Australia.

International

Italy

In Italy, the state reserves authority over public gaming (Art. 1 of Legislative Decree no. 496 of 14 April 1948). Accordingly, operators seeking to carry out gaming activities in Italy must first obtain a concession from the Italian government. We are active in the Italian online betting and iGaming market through our brands Betfair, PokerStars, tombola and Sisal, which, in each case, all hold concessions issued by the Italian Customs and Monopolies Agency.

Spain

The Spanish Gambling Act, which came into effect on May 29, 2011, regulates the Spanish online gambling market and requires that operators that provide gambling services (e.g., betting and iGaming) in Spain obtain an operating license from the Directorate General for the Regulation of Gambling (Dirección General de Ordenación del Juego) (“DGOJ”). In Spain, our PokerStars, Betfair, tombola and Sisal brands are licensed by the DGOJ, enabling us to offer a number of betting and iGaming products locally.

Germany

The German Interstate Treaty on Gambling permits operators to obtain licenses from the German gambling regulator, (Gemeinsame Glücksspielbehörde der Länder) (“GGL”). PokerStars is licensed by the GGL to operate online poker and slots products in Germany.

India

In early 2023, the Indian Ministry of Electronics and Information Technology (the “Ministry”) issued amendments to the IT (Intermediary Guidelines and Digital Media Ethics Code) Rules, 2021 (the “Rules”) to regulate iGaming. The Rules provide that an iGaming operator shall observe these Rules while discharging its duties. iGaming operators are required by the Rules to set up “self-regulatory bodies” that are to be approved by the Ministry. In India, our Junglee Games brand operates games such as Howzatt, Junglee Rummy and Junglee Poker, which come within the ambit of the Rules.

Georgia

The Law of Georgia “On Organizing Lotteries, Games of Chance and Prize Games,” which came into effect on April 19, 2005, regulates the Georgian gambling market and requires that operators organizing online gambling in Georgia obtain permits from the Revenue Service of Georgia (the “LEPL”). In Georgia, our Adjarabet brand is licensed by the LEPL, enabling us to offer betting and iGaming products in Georgia.

Armenia

The laws of the Republic of Armenia “On Gambling, Online Gambling and Casinos” and “On Lotteries,” which came into effect on January 24, 2004, regulate the Armenian gambling and betting market. These laws require that operators organizing online gambling in Armenia obtain operating licenses from the Ministry of Finance of Armenia (the “MoF”). In Armenia, our Adjarabet brand holds respective licenses issued by the MoF, enabling us to offer betting and iGaming products locally.

Multi-jurisdictional Licenses

Through certain of our subsidiaries, we hold gambling licenses in Malta and Alderney, which are often referred to as “multi-jurisdictional” or “point-of-supply” licenses (as opposed to the local, territory-specific or “point-of-consumption” licenses). These multi-jurisdictional licenses are used by our various subsidiaries to supply our online gambling products to persons located in jurisdictions where we do not possess a local, territory-specific or point-of-consumption gambling licenses.

Where online gambling products hosted on Maltese and/or Alderney servers are made available by us for online usage by our customers in other jurisdictions (pursuant to the relevant multi-jurisdictional licenses), it is done based on the principle of e-commerce and internet law that deems the provision of online products to take place where the operator’s server and/or the operator itself is established and located. This principle is widely relied upon by online gambling operators as well as by many other e-commerce businesses.

Accordingly, we rely on the fact that our supply of online gambling product offerings is lawfully licensed or approved within the jurisdiction of origin (i.e., Malta or Alderney in this case) as the rationale for our lawful offer of gambling product offerings to other jurisdictions where either: (i) such other jurisdictions have not established a regulatory and licensing framework for online gambling; (ii) the availability to citizens of online gambling hosted outside their jurisdictional boundaries is not clearly prohibited by the law of the jurisdiction; or (iii) the local laws of such other jurisdiction lack extra-territorial effect, including where local law is contrary to any supra-national law from which we benefit.

Where, however, any jurisdiction has enacted local domestic laws that clearly prohibit the availability to citizens of online betting and gambling products hosted abroad, and where it is clear that such local domestic law has extra-territorial application to us, to the extent that the principle of extra-territoriality described above is clearly overridden, we will take technical and administrative measures aimed at preventing persons from the relevant jurisdictions accessing our gambling product offerings.

Set forth below is an overview of certain (but not all) jurisdictions for which we rely on our multi-jurisdictional licenses.

Alderney

The Bailiwick of Guernsey includes Alderney, which has been recognized as a leading offshore licensing jurisdiction for remote gambling since 2000. Alderney has its own government and legislature, and online gambling in Alderney is regulated by the Alderney Gambling Control Commission (“AGCC”).

Under the Gambling (Alderney) Law 1999, all forms of gambling are unlawful unless conducted in accordance with the terms of an ordinance. Alderney issued an ordinance in 2001 providing that only online gambling (known as eGambling) conducted under a license is lawful.

The state has subsequently refined the regulation of eGambling by adopting various amendments to this ordinance and by issuing the Alderney eGambling Regulations, 2009. The current ordinance regulating online gambling in Alderney is the Alderney eGambling (Amendment) Ordinance, 2021. Various licenses are available in Alderney and are determined by the nature of the services being supplied and the location and set-up of the license-holders’ infrastructure. Remote operators, business-to-business core service providers and key individuals all require a license issued by the AGCC to offer their services from Alderney.

Sky Bet holds Category 1 and Category 2 eGambling licenses, which permit us to host remote gambling equipment in Guernsey and to offer sports betting, virtual sports, bingo, casino games and poker to our online customers based in Gibraltar, the Isle of Man and the Channel Islands, as well as the Republic of Ireland in respect of bingo, casino games and poker only.

Malta

Online betting and iGaming is regulated in Malta under the Maltese Gaming Act 2018. Malta does not permit a person to provide or carry out a betting and gaming service or provide a critical betting or gaming supply from Malta or to any person in Malta, or through a Maltese legal entity, except when in possession of a valid license by the Maltese Gambling Authority (“MGA”), which is the primary regulatory body responsible for the governance of all betting and gaming activities in Malta. The Maltese regulatory framework provides for two types of licensing, a business-to-business license and a business-to-consumer license. MGA approval is required for each game type to be offered under the license. The term of these licenses is ten years in each case.

In addition to a renewable business-to-business license, we also hold four renewable business-to-consumer licenses covering sports betting, peer to peer betting exchanges, games of skill (including poker), casino and games.

Under the Maltese Gaming Act, we are required to make monthly compliance contributions that are payable in Malta and are calculated based on our revenue from online betting and iGaming offered through our Maltese gaming licenses. With respect to online betting and iGaming offered under our Maltese gaming licenses to customers in certain other jurisdictions, we also pay applicable gaming duty or VAT in those jurisdictions on some or all of the online betting and iGaming offerings in those jurisdictions.

As Malta is part of the European Union, it is subject to EU law, including the EU principle on the free movement of services. Accordingly, Maltese gaming licenses entitle licensees to provide iGaming services from Malta or to any person in Malta, or through a Maltese legal entity in compliance with an EU member states’ local regulatory regime.

Other Licenses

PokerStars currently operates on a locally-regulated basis in each of Bulgaria, Belgium, the Czech Republic, Denmark, Estonia, France, Germany, Greece, Ireland, Italy, Malta, Michigan, New Jersey, Ontario, Pennsylvania, Portugal, Romania, Spain, Sweden, Switzerland and the United Kingdom. Betfair currently operates on a locally-regulated basis in each of Denmark, Italy, Malta, Romania, Spain, and Sweden. PokerStars and Betfair also hold technical licenses to supply services in relation to gaming services on a business-to-business basis in each of Romania, Malta and Sweden. Additionally, PokerStars holds technical licenses in Greece and the Isle of Man. Outside of Italy, Sisal also holds lottery concessions in Morocco, Turkey and Tunisia.

In every instance where we hold a local license, we utilize appropriate procedures and technology to maintain compliance with the territory’s requirements for offering our products. We also engage on an ongoing basis with local gaming regulators to provide standard regulatory reporting and to respond to ongoing ad hoc queries, as well as to complete prescribed regulatory audit or assurance reviews to evidence compliance.

Certain Other Regulatory Considerations

We are also subject to numerous other domestic and foreign laws and regulations. These can take the form of complex and evolving domestic and foreign laws and regulations regarding the internet, privacy, data protection, competition, consumer protection and other matters. Many of these laws and regulations are subject to change and uncertain interpretation and could result in claims, changes to our business practices, monetary penalties, increased operating costs, or declines in customer growth or engagement, or otherwise harm its business.

Data Protection, Privacy and Digital Services

Because we handle, collect, store, receive, transmit and otherwise process certain personal information of our customers and employees, we are also subject to the laws related to the privacy, protection and hosting of such data that apply in various jurisdictions in which we operate and/or where our customers are located. Privacy and information protection laws require, among other things, that entities collecting and processing such personal information do so in accordance with applicable legal and regulatory conditions. For example, the General Data Protection Regulation (Regulation (EU) 2016/679) (the “GDPR”) cites as its core principles: (i) lawful, fair and transparent processing; (ii) processing for specific, explicit and legitimate purposes; (iii) that personal information be adequate, relevant and limited to what is necessary for the purposes in hand; (iv) that personal information be accurate and kept updated; (v) that personal data be retained for only as long as necessary; and (vi) appropriate security against loss, destruction, damage or theft is implemented. Failure to comply with applicable privacy and personal information laws can result in regulatory sanctions, fines and, in certain cases, criminal liability.

Regarding our operations in Europe, particularly where the personal information being processed relates to residents of EU member states, the European Union enacted the GDPR on May 25, 2018, to replace European Union Directive 95/46/EC as well as the national implementing legislation in each EU member state. For example, the United Kingdom has adopted the GDPR along with supplementary legislation in the form of the Data Protection Act 2018. The GDPR imposes more stringent operational requirements for entities processing personal information and significant penalties for non-compliance. For instance, the GDPR introduces two categories of administrative fines depending on the seriousness of the breach that will range from: (a) up to €20 million or 4% of worldwide revenues of the preceding year (whichever is higher) for serious infringements; or (b) up to €10 million or 2% of worldwide revenues of the preceding financial year for less serious infringements. With respect to the GDPR, we maintain records of our data processing activities and carry out our own risk-based due diligence on entities that act as data processors on our behalf, and we have introduced electronic systems and processes that facilitate the deletion of our customers’ personal information that is no longer in use. Additionally, to help ensure that personal information belonging to our customers and employees will be processed in accordance with the GDPR (as well as any other relevant privacy and data and information protection legislation), we have posted revised privacy statements together with updated terms and conditions for use of our product offerings on our websites.

Further, the UK GDPR came into effect on January 1, 2021, and, together with the amended UK Data Protection Act 2018, retains the GDPR in UK national law following Brexit. The UK GDPR mirrors the fines under the GDPR (up to £17.5 million or 4% of the annual global revenues, whichever is greater). The relationship between the United Kingdom and the European Union in relation to certain aspects of data protection law remains unclear, and it is unclear how UK data protection laws and regulations will develop in the medium-to-longer term and how data transfers to and from the United Kingdom will be regulated in the long term. Compliance with the GDPR and the UK GDPR may require us to modify our data processing practices and policies and incur compliance-related costs and expenses and these changes may lead to other additional costs and increase our overall risk exposure.

Many jurisdictions outside of the European Union are enacting more robust data protection laws, in many cases following similar principles to those set out in the GDPR. For example, in the United States, our largest and fastest growing market, all 50 states, the District of Columbia, and several U.S. territories have some form of

data breach notification laws while individual states have introduced broader consumer privacy legislation. For example, in California, the California Consumer Privacy Act, which was further expanded by the California Privacy Rights and Enforcement Act of 2020, or CPRA, which took effect in most material respects on January 1, 2023 (with application to data collected beginning on January 1, 2022) (the “CCPA”) established a new privacy framework for covered businesses such as ours. The CCPA also provides for regulatory penalties for violations, as well as a private cause of action for data breaches, and the CPRA imposed even stricter obligations on companies and established a state regulatory agency to enforce those requirements. It remains unclear how various provisions of the CCPA will be interpreted and enforced. As of February 2024, at least twelve additional U.S. states have enacted comprehensive privacy legislation. Most of these statutes impose less stringent obligations than the CCPA but generally align to the same principles. These laws may require substantial modifications to covered companies’ data processing practices and policies, impose compliance-related costs and expenses to provide updated notices to employees and customers, and we may be required to negotiate or renegotiate contractual obligations with third-party service providers. Such laws will restrict processing activities, likely limiting our ability to market to customers and/or increasing operational and compliance costs. The introduction of new or further data protection laws or regulations in jurisdictions in which we currently operate, including in Canada, modifies our data processing activities and/or increases our operational and compliance costs, which could have a material adverse effect on our business, financial condition and results of operations. In addition, the U.S. Federal Trade Commission (the “FTC”) and many state attorneys general are interpreting federal and state consumer protection laws to impose standards for the online collection, use, dissemination, and security of data.

In addition to the variety of existing laws and regulations governing our use of personal data, there are a wide variety of other laws that are currently being enacted or under development and which may have a material impact on whether, and how, we can operate our online services in certain jurisdictions. For example, EU Regulation 2022/2065 of the European Parliament and of the Council of 19 October 2022 on a Single Market For Digital Services and amending Directive 2000/31/EC (the “Digital Services Act”) came into full effect in the European Union on February 17, 2024, resulting in changes to the regulation of online content that is deemed to be illegal or harmful. Fines under the Digital Services Act can amount to up to 6% of an organization’s global annual turnover. Similarly, the EU’s Artificial Intelligence Act (the “AI Act”) will likely have implications for how AI technology is used in our business and across the industry generally. Similar to the Digital Services Act, the top tier of fines that may be imposed under the AI Act can be up to 30 million euro or 6% of global annual turnover.

Any significant changes to applicable laws, regulations, interpretations of laws or regulations, or market practices, regarding privacy, digital services and data protection, or regarding the manner in which we seek to comply with applicable laws and regulations, could require us to make modifications to our products, services, policies, procedures, notices, and business practices, including potentially material changes. Such changes could potentially have an adverse impact on our business. See “Item 1A. Risk Factors—Risks Relating to Information Technology Systems and Intellectual Property—The increasing application of and any significant failure to comply with applicable data protection, privacy and digital services laws may have a material adverse effect on us.”

Compliance

We have developed and implemented a rigorous internal compliance program to help ensure that we comply with legal and regulatory requirements imposed on us in connection with our sports betting and iGaming activities. Our compliance and risk program focuses on, among other things, meeting regulatory requirements, reducing and managing problematic gaming activities and providing tools to assist customers in making educated choices related to gaming activities.

We have a zero-tolerance approach to money laundering, terrorist financing, fraud, collusion and other forms of cheating and we work with regulators and law enforcement globally on such matters. We believe that we have a robust and extensive set of policies and procedures designed to identify and/or prevent such issues, including, without limitation our (i) anti-money laundering & countering the financing of terrorism policy;

(ii) gifts and hospitality policy; (iii) cyber security policy; (iv) third party financial crime policy standard; (v) sanctions policy; (vi) anti-bribery and corruption policy; (vii) code of ethics; (viii) whistle-blower policy; and (ix) procurement & supplier risk & performance management policy. Among other measures, we conduct risk-based customer due diligence, escalate certain matters for further investigation, and routinely monitor customer activity, including identifying the use of potential “proceeds of crime” in gaming. Customer activities that can trigger customer interactions initiated by us include abnormal deposit and cash out patterns, customer-to-customer transfers and game play and prolonged, repetitive and unprofitable gaming. These are all monitored in accordance with local regulations and the guidelines of relevant gaming authorities. We also have a dedicated compliance team that works with our employees and various departments to implement routine business activity monitoring and seeks to ensure that we comply with our regulatory obligations under our betting and gaming licenses, as well as with all other laws and regulations applicable to our business in each jurisdiction where we operate. Additionally, we employ various methods and tools across our operations such as: (i) geolocation blocking, which restricts access based upon the customer’s geographical location determined through a series of data points such as mobile devices and Wi-Fi networks; (ii) age verification to ensure our customers are old enough to participate; (iii) routine monitoring of customer activity; and (iv) risk-based customer due diligence to ensure the funds used by our customers are legitimately derived.

While we are firmly committed to full compliance with all applicable laws and have developed appropriate policies and procedures in order to comply with the requirements of the evolving regulatory regimes, we cannot assure that our compliance program will prevent or detect the violation of one or more laws or regulations, or that a violation by us, a customer or an employee will not result in the imposition of a monetary fine or suspension or revocation of one or more of our licenses.

Human Capital Management

As of December 31, 2023, we have 23,053 employees across 23 countries. Our headcount includes both our head office and retail colleagues. The United States comprises 13.1% of our total headcount, UKI comprises 36.7% of our total headcount, Australia comprises 5.4% of our total headcount, and International comprises 44.8% of our total headcount. Approximately 7,000 of our employees are part of our technology function, of which approximately 3,200 are focused on software engineering. Employee turnover sits at 21% globally, 14% of which is voluntary. Our relationship with the majority of our employees located in Australia, Italy and Romania is subject to collective bargaining agreements. As of fiscal 2023, 4,970 of our employees are subject to collective bargaining agreements. In general, the collective bargaining agreements include terms that regulate remuneration, minimum salary, salary complements, extra time, benefits, bonuses and partial disability.

Our investment in people is principally in support of two Group strategic aims: leveraging the Flutter Edge through talent and sustainability through our Positive Impact Plan. We aim to create a culture that supports diversity, equity, and inclusion, where people can be their authentic selves and feel like they belong. We are focused on building a home for the world’s best talent that represent and reflect the communities where we live and work.

Talent

We aim to create an environment where talented colleagues have the opportunity to learn, develop, grow and progress within our business. Our Group focus is to provide visibility of our key talented colleagues, succession planning and ongoing development. We do this through divisional talent reviews, succession planning focusing on our strategically most important roles and development in support of the skills needed for the future.

Positive Impact Plan

As a global leader in sports betting and gaming, we are committed to making a long-lasting positive impact and doing the right thing for our players, our colleagues, our communities and our planet. In 2022, we launched our Positive Impact Plan, which lays the foundations for us to guide our business and the sector into the future.

One of the four key areas of the Positive Impact Plan is to “Work Better,” which essentially means the intention to create and build teams that are representative of the locations in which we live and work, through our diversity, equity and inclusion strategy, by the end of 2030.

Our Global Advocacy Programme is fundamental in helping us to achieve our diversity, equity and inclusion strategic aims. Our Global Advocacy Programme has four areas of focus (gender, multicultural, LGBTQIA+ and accessibility) and has been running across the business for a year, with continued top-level support from our executive committee.

Our first area of focus is representation of women in senior leader roles. We have set a Global Flutter target of 40% of top leadership roles to be held by women by the end of 2026. As of December 31, 2023, 35.7% of top leadership roles below the Board level were held by women.

You should carefully consider the following risks and all of the other information set forth in this Annual Report, including without limitation “Cautionary Statement Regarding Forward-looking Statements,” Part II, “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and related notes in Part II, “Item 8. Financial Statements and Supplementary Data.” The following risk factors have been organized by category for ease of use; however, many of the risks may have impacts in more than one category.

Risks Relating to Our Business and Industry

Economic downturns and political and market conditions beyond our control, including inflation and a reduction in consumer discretionary spending, could adversely affect our business, financial condition and results of operations.

Our financial performance is subject to political and economic conditions in the global economy and the jurisdictions in which we operate and their impact on levels of spending by customers, advertisers and business partners. Economic recessions have had, and may continue to have, far reaching adverse consequences across many industries, including the global entertainment, betting and gaming industries, which may adversely affect our business, financial condition and results of operations.

Additionally, inflation has the potential to adversely affect our business, financial condition and results of operations by increasing our overall cost structure. The recent significant inflationary trends have had an adverse effect on our cost of labor expenditure, as well as other operating expenses. Moreover, our business is particularly sensitive to reductions from time to time in discretionary consumer spending, which is driven by socioeconomic factors beyond our control. Demand for entertainment and leisure activities, including betting and iGaming, can be affected by changes in the economy and consumer tastes, both of which are difficult to predict and beyond our control. Unfavorable changes in general economic conditions, including recessions, economic slowdowns, sustained high levels of unemployment and rising prices or the perception by consumers of weak or weakening economic conditions, may reduce our customers’ disposable income or result in fewer individuals engaging in entertainment and leisure activities, such as betting, iGaming or daily fantasy sports. As a result, we cannot ensure that the demand for our product offerings will remain consistent. Adverse developments affecting economies throughout the world, including a general tightening of credit availability, decreased liquidity in certain financial markets, inflation, increased interest rates, foreign exchange fluctuations, increased energy costs, acts of war or terrorism, cyber-attacks, transportation disruptions, natural disasters, adverse weather conditions, power loss, declining consumer confidence, sustained high levels of unemployment or significant declines in stock markets, as well as pandemics, epidemics, public health emergencies and the spread of contagious diseases, including the ongoing impact of COVID-19, could lead to a further reduction in discretionary spending on entertainment and leisure activities, such as betting and iGaming, any of which could have a material adverse effect on our business, financial condition and results of operations.

Our business is exposed to competitive pressures given the international nature of competition in online betting and iGaming.

If we are unable to compete effectively, we may lose existing customers and we may not be able to attract new customers. The online betting and iGaming market is increasingly competitive. This competition takes place on an international level and operators around the world leverage that scale to attract customers to their websites, with the implication that the barriers to a customer switching between competing operators are low. We may be unable to respond quickly or adequately to changes in the industry brought on by new products and technologies, the availability of products on other technology platforms and marketing channels, and the introduction of new features and functionality or new marketing and promotional efforts by our existing competitors or new competitors and new technology. Such competitors may spend more money and time on developing and testing products and services, undertake more extensive marketing campaigns, adopt more aggressive pricing or promotional policies or otherwise develop more commercially successful products or services than ours, any of which could negatively impact our business, financial condition and results of operations. Our competitors may also develop products, features or services that are similar to ours or that achieve greater market acceptance.

In addition, we are also subject to the risk of further consolidation in the betting and gaming industry, which might result in the formation of a very large or successful competitor to whom we might lose market share. Other competitors may have significantly greater financial, technical and other resources than us in certain jurisdictions or markets in which we operate and they may be able to secure greater liquidity than us. A loss of market share could have a material adverse effect on our business, financial condition and results of operations. Furthermore, betting and gaming faces competition from other entertainment and leisure activities and there can be no assurance that we will be able to increase or maintain our share of customers’ discretionary spending against such other entertainment and leisure activities.

We may fail to retain existing customers for our betting and iGaming offerings or add new customers or customers could decrease their level of engagement with our betting and iGaming offerings in general.

If people do not perceive our betting and iGaming offerings to be enjoyable, reliable, relevant and trustworthy, we may be unable to attract or retain customers or maintain or increase the frequency and duration of their engagement. A number of other online betting and iGaming companies that achieved early popularity have since seen their active customer bases or levels of engagement decline.

Our strategy is to increase customer engagement and retention, but there is no guarantee that we will not experience an erosion of our AMP base or engagement levels among customers in the future. Our customer engagement patterns have changed over time, and customer engagement can be difficult to measure, particularly as customers continue to engage increasingly via mobile devices and as we introduce new and different product offerings. Any number of factors could negatively affect customer retention, growth and engagement, including if:

If we are unable to maintain or increase our customer base or engagement, or effectively monetize our customer base’s use of our products and product offerings, our revenue may be adversely affected. Any decrease in customer retention, growth or engagement, including player liquidity, could render our products less attractive to customers, which is likely to have a material adverse effect on our business, financial condition and results of operations. If our AMP growth rate slows, we become increasingly dependent on our ability to maintain or increase levels of customer engagement and monetization in order to drive revenue growth.

Our growth prospects may suffer if we are unable to develop successful product offerings or if we fail to pursue additional product offerings. In addition, if we fail to make the right investment decisions in our product offerings and technology, we may not attract and retain customers and our revenue and results of operations may decline.

The industries in which we operate are subject to rapid and frequent changes in standards, technologies, products and services, as well as in customer demands, expectations and regulations. We must continuously make decisions regarding which product offerings and technology we should invest in to meet customer demand in compliance with evolving industry standards and regulatory requirements, and must continually introduce and successfully market new and innovative technologies, product offerings and enhancements to remain competitive and effectively stimulate customer demand, acceptance and engagement. Our ability to engage, retain and increase our customer base and to increase our revenue will depend heavily on our ability to successfully create new product offerings, both independently and together with third parties. We may introduce significant changes to our existing technology and product offerings or develop and introduce new and unproven products and services, with which we have little or no prior development or operating experience. The process of developing new product offerings and systems is inherently complex and uncertain, and new product offerings may not be well received by customers, even if well-reviewed and of high quality. If we are unable to develop technology and product offerings that address customers’ needs or enhance and improve our existing technology and product offerings in a timely manner, it could have a material adverse effect on our business, financial condition and results of operations.

Although we intend to continue investing in our research and development efforts, if new or enhanced product offerings fail to engage our customers or partners, we may fail to attract or retain customers or generate sufficient revenue, operating margin or other value to justify our investments, any of which may seriously harm our business. In addition, management may not properly ascertain or assess the risks of new initiatives, and subsequent events may alter the risks that were evaluated at the time we decided to execute any new initiative. Developing and creating additional product offerings can also divert management’s attention from other business issues and opportunities. Even if our new product offerings attain market acceptance, those new product offerings have in certain cases cannibalized, and in the future, could continue to cannibalize, the market share of our existing product offerings or share of our customers’ discretionary spending in a manner that could negatively impact our results of operations. Furthermore, such expansion of our business increases the complexity of our business and places an additional burden on our management, operations, technical systems and financial resources, and we may not recover the often-substantial up-front costs of developing and marketing new product offerings, or recover the opportunity cost of diverting management and financial resources away from other potential new product offerings. In the event of continued growth of our operations, product offerings or in the number of third-party relationships, we may not have adequate resources, operationally, technologically or otherwise, to support such growth, and the quality of our technology, product offerings or our relationships with third parties could suffer. In addition, failure to effectively identify, pursue and execute new business initiatives, or to efficiently adapt our processes and infrastructure to meet the needs of our innovations, may adversely affect our business, financial condition and results of operations.

Any new product offerings may also require our customers to utilize new skills to use our product offerings. This could create a lag in adoption of new product offerings and new customer additions related to any new product offerings. Further, we may develop new product offerings that increase customer engagement and costs without increasing revenue. Additionally, we may make bad or unprofitable decisions regarding these investments. If new or existing competitors offer more attractive product offerings, we may lose customers or customers may decrease their spending on our products. New customer demands, superior product offerings by competitors, new industry standards or changes in the regulatory environment could render our existing product offerings unattractive, unmarketable or obsolete, and require us to make substantial unanticipated changes to our technology or business model. Our failure to adapt to a rapidly changing market, new or changing regulations or evolving customer demands could harm our business, financial condition and results of operations.

The success of certain of our products, including poker, exchange and daily fantasy sports (“DFS”), depends upon maintaining liquidity.

Betfair Exchange, FanDuel’s DFS business, PokerStars’ poker businesses and Junglee Games’ rummy business operate with, and their success is dependent on, high levels of liquidity. A significant reduction of this liquidity, or any legislative or regulatory measures taken to ring-fence that liquidity, could have a material adverse impact on the attractiveness of those products as well as eroding their key competitive strengths. The occurrence of any event causing an adverse impact on the liquidity available to Betfair Exchange, FanDuel’s DFS or PokerStars’ poker businesses could result in a reduction in the number of customers who are willing to use these products and services, which, if it were to arise to a material degree, could have a material adverse effect on our ability to generate revenue from those businesses. While we have taken measures to ensure our liquidity position from time to time, we cannot assure you that similar measures will provide the required results in the future or effectively mitigate the disruption and cost to our business, and that no further liquidity solutions will be necessary.

Uncertainty as to the legality of online betting and iGaming or adverse public sentiment towards online betting and iGaming may deter third-party suppliers from dealing with us.

The willingness of third-party service providers to provide their services to us may be affected by their own assessment of the legality of their provision of services to us, our business or the broader online betting and

iGaming sector and by political or other pressure brought to bear on them. Adverse changes in laws, regulations or enforcement policies in any jurisdiction may make the provision of key services to us unlawful or otherwise problematic in such jurisdictions. To the extent that third-party suppliers are unwilling or unable to provide us with services, this may have a material adverse effect on our licenses and impact our ability to generate revenue from offering our products and services to customers. See “—Risks Relating to Information Technology Systems and Intellectual Property—We depend on third-party providers and other suppliers for a number of products (including data and content) and services that are important to our business. An interruption, cessation or material change of the terms for the provision of an important product or service supplied by any third party could have a material adverse effect on our business, financial condition and results of operations.”

In addition to any legal or regulatory reasons why a third-party service provider may not be willing to provide us with services, certain third-party service providers may be reluctant to provide us with services due to concerns regarding public, political, regulatory or market sentiment toward the betting and gaming industry. Certain third-party service providers may determine that an association with us could result, directly or indirectly, in adverse consequences for their business and so they may be unwilling to provide their services to us and/or prohibit or restrict our customers from using such third-party service provider’s technology, business or services for the purposes of interacting with and/or doing business with us. For example, certain software and/or hardware companies may refuse to make their devices or software compatible with our betting and iGaming applications or other online product offerings to customers and/or they may restrict access to our betting and iGaming applications through such third party’s platforms. There have been cases of internet service providers blocking iGaming websites in certain of the European jurisdictions in which we operate without a local, territory or point of consumption license because those jurisdictions do not have such a licensing framework in place, and further instances could potentially reduce our market share of iGaming in such countries. In addition, banks and/or other payment processors may prohibit or restrict customers’ ability to process payments relating to online betting and iGaming websites or applications on a mandatory basis or at the request of a customer. Should such restrictions and rejections become more prevalent, betting and iGaming activity by our customers or the conversion of registered customers into AMPs could be adversely affected, which in turn could have a material adverse effect on our business, financial condition and results of operations.

Failure to attract, retain and motivate key employees may adversely affect our ability to compete, and the loss of key personnel could have a material adverse effect on our business, financial condition and results of operations.

We depend on the services of our senior management as well as our key technical, operational, marketing and management personnel. The acquisition and successful retention of senior management and key talent across the Group is critical to our achieving our strategic objectives and to satisfying the needs of our growing organization. The loss of any key persons could have a material adverse effect on our business, financial condition and results of operations. Our success is also highly dependent on our continuing ability to identify, hire, train, motivate and retain highly qualified technical, operational, marketing and management personnel. Competition for such personnel can be intense, and we cannot assure you that we will be able to attract or retain such highly qualified personnel in the future. Equity-based awards comprise a key component of management compensation, and if our ordinary share price declines or becomes volatile, it may be difficult to retain or motivate such individuals. Our potential inability to attract and retain necessary personnel may have a material adverse effect on our business, financial condition and results of operations.

The leadership of our current senior management has been a critical element of our success. The departure, death or disability of any such members of senior management or other extended or permanent loss of any of their services, or any negative market or industry perception with respect to any of them or their loss, could have a material adverse effect on our business, financial condition and results of operations.

If we are unable to build, maintain and enhance our brands, or if events occur that damage our reputation and brands, our ability to expand our customer base may be impaired and our business and financial results may be harmed.

We believe that our brands have significant value and contribute to the success of our business. We also believe that building, maintaining and enhancing our brands is critical to expanding our customer base and generating revenue. Our ability to build, maintain and enhance our brands depends largely on our ability to continue to successfully provide enjoyable, reliable, trustworthy and innovative products with helpful customer service, as well as our ability to successfully maintain or advance our internal marketing and branding functions and to establish and develop new relationships and build on existing relationships with ambassadors and service providers on which we rely to promote our product offerings. We may introduce new product offerings, programs, terms of service or policies, including those related to loyalty programs, pricing and security, any of which could have an impact on our brands. Similarly, any decisions we make regarding regulatory compliance, intellectual property portfolio management, player privacy, payments and other issues, and any media, legislative or regulatory scrutiny of Flutter, our current or former directors, employees, contractors or vendors, or the online betting and iGaming industry in general, could negatively affect our brands. We operate a multiple-brand strategy in a number of markets and jurisdictions. As a result, certain of our brands will compete with one another and the performance of one brand may impact another in certain markets.

Our brands may also be negatively affected by the actions of customers, employees, contractors or vendors that are deemed to be hostile or inappropriate to other customers, including through the use of certain software to gain an advantage over other customers, or by the use of our product offerings or of companies that provide similar products and services, for illicit, objectionable or illegal ends. In addition, we cannot provide assurance that our current or former directors, officers, employees, ambassadors or service providers will act in a manner that will promote the success of Flutter or its product offerings. Maintaining and enhancing our brands may require us to make or incur substantial investments, costs or fees. If we fail to successfully promote and maintain our brands or if we incur excessive expenses in this effort, it could adversely affect the size, engagement and loyalty of our customer base and result in decreased revenue, which could adversely affect our business, financial condition and results of operations.

Our success may be impacted by our ongoing ability to market to our customers in certain jurisdictions.

Our acquisition and retention of AMPs depends in certain jurisdictions upon our ability to effectively market to our existing and potential customers, including through affiliate marketing. There are limitations to and, in some cases, prohibitions on the online and offline marketing channels that are available to us as a result of applicable laws and regulations. For example, in Australia, since March 2018, the commonwealth government has upheld bans on gambling advertising during live sports broadcasts between 5:00 am and 8:30 pm (including online streaming of sporting events). Further restrictions on advertising may come into place following a parliamentary inquiry into online gambling and its impacts on those experiencing gambling harm. In Italy, an “advertising ban” entered into force at the beginning of 2019. This included a complete ban on direct and indirect advertising, sponsorship, the use of influencers and all other forms of communications with promotional content relating to games or betting with cash winnings. Other jurisdictions, including, for example, Spain, the Netherlands and Belgium, are also further restricting advertising in their markets.

Additional restrictions or the loss of marketing channels that are currently available to us may further restrict our ability to attract and maintain AMPs and may have a material adverse effect on our ability to generate revenue in any jurisdiction implementing such restrictions. See “—Our operational efforts to expand our customer base in existing and new geographic markets, particularly with respect to our U.S. business, which is critical to our long-term ambitions, including our efforts to cross-sell to existing customers, may not be successful.”

We may require additional capital to support our growth plans, and such capital may not be available on terms acceptable to us, if at all. This could hamper our growth and materially and adversely affect our business.

We intend to make significant investments to support our business growth and may require additional funds to respond to business challenges, including the need to develop new product offerings and features or enhance our existing platform, improve our operating infrastructure or acquire complementary businesses, personnel and technologies. Accordingly, we may need to engage in equity or debt financings to secure additional funds, which may involve increased funding costs due to rising interest rates. See “—Financial and Banking Risks Relating to Our Operations—Our strategy could be materially adversely affected by our indebtedness.”

Our ability to obtain additional capital, if and when required, will depend on our business plans, investor demand, our operating performance, capital markets conditions and other factors. If we raise additional funds by issuing equity, equity-linked or debt securities, those securities may have rights, preferences or privileges senior to the rights of our currently issued and outstanding equity or debt, and our existing shareholders may experience dilution. If we are unable to obtain additional capital when required or on satisfactory terms, our ability to continue to support our business growth or to respond to business opportunities, challenges or unforeseen circumstances could be materially and adversely affected, and our business may be harmed.

We may engage in acquisitions, divestitures or other strategic transactions or alliances, which are subject to domestic and foreign regulatory requirements, and may encounter difficulties in integrating, separating and managing these businesses and therefore we may not realize the anticipated benefits.

We may enter into acquisitions or other strategic transactions, including partnerships, joint ventures, mergers, investments or strategic alliances, as well as evaluate our portfolio for potential divestitures, if appropriate opportunities become available. Any future transactions may pose regulatory, antitrust, integration, tax and other risks. Any of these factors may significantly affect the benefits or anticipated benefits of such transactions and consequently our results of operations. Competition for strategic transactions in our industry has escalated during recent years, and such competition may increase costs of such transactions or cause us to refrain from entering into certain such transactions. Furthermore, any such transactions will require significant management time and resources and may require the diversion of resources from other activities. There can be no assurance that we will identify or successfully complete transactions with suitable candidates in the future, that we will consummate these transactions at rates similar to the past or that completed transactions will be successful. Strategic transactions may involve operational or other changes, significant cash expenditures, debt incurrence, assumed or retained liabilities, operating losses and expenses that could have a material adverse effect on our business, financial condition, results of operations and cash flows. Furthermore, we may not realize the degree, or timing, of benefits we anticipate when we first enter into a transaction.

We have entered into a number of business combinations in recent years, including the combination with TSG in May 2020, the acquisition of Adjarabet in February 2019, the acquisition of Junglee Games in January 2021, the acquisition of tombola in January 2022, the acquisition of Sisal in August 2022 and the acquisition of MaxBet in January 2024. We regularly evaluate acquisition and other strategic transaction opportunities, which opportunities may be material to our business.

We may be unable to manage recent or future acquisitions profitably or to integrate such acquisitions successfully without incurring substantial costs, delays or other problems. The difficulties of combining the operations of acquired businesses and other risks related to strategic transactions include, among others:

Many of these factors will be outside our control and any one of them could result in increased costs, decreases in the amount of expected revenues and diversion of management’s time and energy, which could have a material adverse effect on our business, financial condition and results of operations.

In addition, any companies or businesses we acquire or invest in may not achieve levels of profitability or revenue that justify the original investment made by us. The occurrence of any such events could have a material adverse effect on our business, financial condition and results of operations.

We may prioritize customer growth and engagement and the customer experience over short-term financial results.

We may in the future make product and investment decisions that may not prioritize our short-term financial results if we believe that such decisions are consistent with our strategy and long-term goals to benefit the aggregate customer experience, improve our financial performance and maximize shareholder value. For example, we have implemented changes to, including certain reductions in, our loyalty programs to ensure that the distribution of rebates, rewards and incentives is aligned with our goal of incentivizing customers for loyalty and behavior that is positive to the overall customer experience and the particular product offering’s ecosystem (such as the introduction of the PokerStars reward scheme), and we have introduced, and may in the future introduce, other changes, such as adjustments to product pricing. We may also introduce changes to existing product offerings, or introduce new product offerings, that direct customers away from existing product offerings where it has a proven means of monetization, which may reduce engagement with our core product offerings. We also may take steps that limit distribution of certain product offerings, such as on mobile devices, in the short term to attempt to ensure the availability of such product offerings to our customers over the long term. These decisions may not produce the benefits that we expect, in which case our customer growth and engagement, our relationships with third parties, and our business, financial condition and results of operations could be materially adversely affected.

Participation in the sports betting industry exposes us to trading, liability management and pricing risk. We may experience lower-than-expected profitability and potentially significant losses as a result of a failure to determine accurately the odds in relation to any particular event and/or any failure of our sports risk management processes.

A significant proportion of our revenue is derived from fixed-odds betting products where winnings are paid on the basis of the stake placed and the odds quoted. Odds are determined with the objective of providing an average return to the bookmaker over a large number of events. However, there can be significant variation in our results event-by-event and day-by-day. We have systems and controls that seek to reduce the risk of daily

losses but there can be no assurance that these will be effective in reducing our exposure, and, consequently, our exposure to this risk in the future. As a result, in the short term, there is less certainty of generating positive results, and we may experience (and we have from time to time experienced) significant losses with respect to individual events or betting outcomes, in particular if large individual bets are placed on an event or betting outcome or series of events or betting outcomes. Odds compilers and risk managers are also capable of human error; thus, even allowing for the fact that a number of betting products are subject to capped pay-outs, significant volatility can occur. In addition, it is possible that there may be such a high volume of trading during any particular period that even automated systems would be unable to address and eradicate all risks. Any significant losses could have a material adverse effect on our business, financial condition and results of operations.

The success of existing or future sports betting and iGaming product offerings depends on a variety of factors and is not completely controlled by us.

The sports betting and iGaming industries are characterized by an element of chance. Accordingly, we employ theoretical win rates to estimate what a certain type of sports bet or game, on average, will win or lose in the long run. Although each game or sports bet generally performs within a defined statistical range of outcomes, actual outcomes may vary for any given period. In addition to the element of chance, win rates may also be affected by factors that are beyond our control, such as a customer’s experience and behavior, the mix of games played, the financial resources of customers, the volume of bets placed and the amount of time spent engaging with our product offerings. As a result of the variability in these factors, the actual win rates on our games and sports bets may differ from the theoretical win rates we have estimated and could result in the winnings of our iGaming or sportsbook customers exceeding those anticipated. This variability has the potential to adversely affect our business, financial condition and results of operations.

In our iGaming product offerings, operator losses are limited per stake to a maximum payout. When looking at bets across a period of time, however, these losses can potentially be significant. Our quarterly financial results may also fluctuate based on whether we pay out any jackpots to our iGaming customers during the relevant fiscal quarter. As part of our iGaming product offerings, we may offer progressive jackpot games. Each time a progressive jackpot game is played, a portion of the amount wagered by the customer is contributed to the jackpot for that specific game or group of games. Once a jackpot is won, the progressive jackpot is reset with a predetermined base amount. While we maintain a provision for these progressive jackpots in the event we choose to offer them, the cost of the progressive jackpot payout would be a cash outflow for our business in the period in which it is won with a potentially significant adverse effect on our business, financial condition and results of operations. Winning is underpinned by a random mechanism, thus we cannot predict with absolute certainty when a jackpot will be won. Our success also depends in part on our ability to anticipate and satisfy customer preferences in a timely manner. As we will operate in a dynamic environment characterized by rapidly changing industry and legal standards, our products will be subject to changing consumer preferences that cannot be predicted with certainty. We will need to continually introduce new product offerings and identify future product offerings that complement our existing platforms, respond to our customers’ needs and improve and enhance our existing platforms to maintain or increase our customer engagement and growth of our business. We may not be able to compete effectively unless our product selection keeps up with trends in the digital sports entertainment, betting and iGaming industries in which we compete.

Our operational efforts to expand our customer base in existing and new geographic markets, particularly with respect to our U.S. business, which is critical to our long-term ambitions, including our efforts to cross-sell to existing customers, may not be successful.

As a result of social, political and legal differences between jurisdictions, successful marketing in a new jurisdiction, particularly in new U.S. states we hope to further expand into, will often involve local adaptations to our overall marketing strategy. While we have been successful in entering new geographic markets to date, future entry into new geographic markets may not be successful. In particular, our marketing strategy in new

geographic markets may not be well received by target customers or may not otherwise be socially acceptable in that jurisdiction. We may be unable to deal successfully with a new and different local operating environment. We may also be unable, for technological or other reasons, to design and deliver the correct marketing strategy in our key markets to enable us to cross-sell within and across our brands.

In addition, as discussed in more detail in the risk factor entitled “—Risks Relating to Regulation, Licensing, Litigation and Taxation—The successful execution of our growth strategy, particularly with respect to our U.S. business, which is critical to our long-term ambitions, will depend on successfully expanding our provision of online betting and iGaming services into certain new and existing jurisdictions and markets where the regulatory status of the provision of such services has been clarified or liberalized” below, our ability to expand our customer base in new geographic markets may also be impacted by adverse regulatory developments in those markets.

We are subject to risks related to our contractual and strategic relationships with third parties. Events impacting those relationships or agreements could materially and adversely affect our business, financial condition and results of operations.

We rely on relationships with sports leagues and teams, media partners, casinos, affiliates, high-profile talent, horse racing tracks and other third parties in order to obtain certain licenses, to access certain markets, to promote our brands and our product offerings and to attract customers to our product offerings. These strategic relationships, along with our relationships with providers of online services, search engines, social media, directories and other websites and e-commerce businesses, help drive consumers to our technology and products. For example, we have an ongoing commercial relationship with Sky, which allows us to use the Sky brand (e.g., Sky Betting and Gaming) and to integrate with Sky’s commercial and advertising platforms pursuant to contractual agreements. Certain of the rights granted under these agreements allow us to use Sky Betting and Gaming brands on websites, applications, marketing and promotional materials which also feature our other brands. If customer perception of the Sky brand were to deteriorate (as a result of acts or omissions by Sky, or us, including any acts or omissions which result in a material deterioration in Sky’s reputation), or if Sky was to lose some or all of its material licensing arrangements with respect to sports broadcasting, our ability to attract or retain customers through our Sky Betting and Gaming brand could be negatively impacted, resulting in a consequent loss of revenue and diminishing the value of our arrangements with Sky. Additionally, Sky may terminate the license if we do not comply with the license terms or our contractual arrangements may terminate under certain conditions. Any expiration or termination of our Sky brand license could have a material adverse effect on our ability to generate revenue from the businesses of Sky Betting and Gaming, as well as harm or cause loss of our reputation, brand and associated rights.

FanDuel has a strategic partnership with Boyd Gaming (“Boyd”), one of the largest and most experienced gaming companies in the United States. This partnership provides FanDuel with first skin access (i.e., access to the online sports betting and iGaming market of a given state or province through the use of the first skin granted by a state to a land-based gaming entity with an existing license) for online sports betting in all jurisdictions where Boyd holds gaming licenses currently, with the exception of Nevada and California. A “skin” permits a license holder to partner with an online operator to offer online sports betting or iGaming services under that entity’s license. Any failure to maintain and manage this relationship could negatively impact our results of operations. See “—Risks Relating to Regulation, Licensing, Litigation and Taxation—The successful execution of our growth strategy, particularly with respect to our U.S. business, which is critical to our long-term ambitions, will depend on successfully expanding our provision of online betting and iGaming services into certain new and existing jurisdictions and markets where the regulatory status of the provision of such services has been clarified or liberalized.”

Furthermore, many of the parties with whom we have advertising arrangements provide advertising services to other companies, including other betting, fantasy sports and iGaming product offerings with whom we compete. While we believe there are other third parties that could drive customers to our product offerings,

adding or transitioning to them may disrupt our business and increase our costs. In the event that any of our existing relationships or our future relationships fails to provide services to us in accordance with the terms of our arrangement, or at all, and we are not able to find suitable alternatives, this could impact our ability to attract and consumers in a cost-effective manner and adversely affect our business, financial condition and results of operations.

In the event that Fox exercises the Fox Option, we would be required to sell to Fox a significant minority stake in our FanDuel business. If at that point Fox’s consent is required for actions we wish to take and we are unable to obtain it, we may not be able to pursue elements of our business strategy.

In connection with our acquisition of TSG, we and Fox entered into the Fox Option Term Sheet that, among other things, granted Fox the Fox Option to acquire from us the Fastball Units in FanDuel Parent that were the subject of a put and call option between us and Fastball. In the event that Fox exercises the Fox Option, we could be required to sell a significant minority stake in our FanDuel operations.

Fastball had certain rights under the FanDuel LLC Agreement and the Investor Members Agreement, which provided certain terms for the governance and operations of FanDuel Parent and rights, obligations and duties of FanDuel Parent’s members including the rights to require FanDuel to obtain Fastball’s written consent prior to taking certain actions, such as amending FanDuel Parent’s organizational documents or the Investor Members Agreement, issuing or incurring debt in excess of $75 million, acquiring, disposing or exclusively licensing businesses or assets to the extent that such assets have a value (in the aggregate) of more than $75 million and declaring dividends or making distributions (subject to certain exceptions), among others. Although it has not been determined what specific rights Fox may receive should Fox exercise (and pay for) the Fox Option and acquire the Fastball Units, in the event that Fox exercises its option and becomes a minority unitholder, if Fox’s consent is required for actions we wish to take and we are unable to obtain it, we may not be able to pursue elements of our business strategy.

Fox may also assert that it has additional rights under the Fox Option Term Sheet, although we may dispute such assertions. For example, Fox has initiated arbitration proceedings in the past relating to the Fox Option Term Sheet objecting to proposed actions by Flutter with respect to the FanDuel business and could do so again in the future. Any assertion by Fox of additional rights under the Fox Option Term Sheet may result in additional disputes and interfere with our pursuit of elements of our business strategy, which could have a material adverse effect on our business, financial condition and results of operations.

See “Item 1. Business—Fox Option on Interest in FanDuel Group Parent LLC” for more information on the Fox Option. See also “—Risks Relating to Regulation, Licensing Litigation and Taxation—We are subject to litigation, and adverse outcomes in such litigation could have a material adverse effect on our business, financial condition and results of operations.”

Aspects of our business will depend on the live broadcasting and scheduling of major sporting events.

The entrance of alternative media licensing and broadcasting organizations into the sport broadcasting industry (e.g., Amazon, DAZN Group and YouTube), which may not attract the volume of viewers traditionally attracted by television companies for major sporting events (in particular free-to-air broadcasters such as the BBC, NBC, ABC, CBS and FOX), has the potential to negatively impact the number of customers who have access to live sporting events. A material reduction in the number of our customers who have access to live sporting events could have an impact on the number of customers accessing our sports betting services and products which could in turn materially adversely affect our ability to generate revenue.

In addition, our sports betting operations are subject to the seasonal variations dictated by the sporting calendar and are affected by the scheduling and live broadcasting of major sporting events. Disruptions to the scheduling and broadcasting of those events may have a material adverse effect on our ability to generate

revenue from betting on those events. In some instances, the scheduling of major sporting events occurs seasonally (e.g., horse racing, the Premier League, the UEFA Champions League, the NBA, the NFL, MLB and the NCAA) or at regular but infrequent intervals (e.g., the FIFA World Cup and the UEFA European Football Championship). Such seasonality or infrequent sporting events tend to impact, among other things, revenues from operations, key metrics and customer activity and may increase the volatility of our financial performance. In addition, certain individuals or teams advancing or failing to advance and their scores and other results within specific tournaments, games or events may impact our financial performance. Furthermore, sporting events may be disrupted or cancelled due to unforeseen circumstances, which may also increase the volatility of our financial performance. For example, government authorities’ and sports governing bodies’ efforts to contain the COVID-19 pandemic manifested in the implementation of restrictions and lockdowns that resulted in the postponement or cancellation of sporting events, which had a material adverse effect on our ability to generate revenue from betting on sporting events that took place during that time. The cancellation, disruption to, or postponement of, the live broadcasting of sporting events, due to an array of issues including those discussed above as well as contractual disputes, technological or communication problems, or the insolvency of a major broadcaster, could have a material adverse effect on our business, financial condition and results of operations.

Global economic conditions and geopolitical events, including the ongoing military action between Russia and Ukraine and the recent military tensions between Israel and Hamas, could adversely affect our business, financial condition and results of operations.

Our results of operations are influenced by global economic and geopolitical events, including the ongoing Russia-Ukraine conflict and the recent military tensions between Israel and Hamas. The continued military conflict between Ukraine and Russia, which commenced on February 24, 2022, has led to, and could continue to lead to, significant market and other disruptions, including significant volatility in commodity prices and supply of energy resources, instability in financial markets, supply chain interruptions, political and social instability, changes in customer preferences and discretionary spending and increases in cyberattacks and espionage.

Russia’s military action against Ukraine has led to an unprecedented expansion of economic sanctions programs imposed by the United States, the European Union, the United Kingdom, Canada, Switzerland, Japan and other countries against Russia, Belarus, the Crimea, Zaporizhzhia, and Kherson regions of Ukraine, the so-called Donetsk People’s Republic, and the so-called Luhansk People’s Republic. As the conflict in Ukraine continues, there can be no certainty regarding whether the governmental authorities in the United States, the European Union, the United Kingdom or other countries will impose additional sanctions, export controls or other measures targeting Russia, Belarus or other territories.

Following the escalation of the military conflict between Russia and Ukraine and the introduction of related sanctions, in March 2022 we closed our operations in Russia and the areas in Ukraine subject to sanctions, namely the Crimea Region, Donetsk and Luhansk Region of Ukraine. Our products are no longer available to residents in Russia or these regions of Ukraine, and we do not have any operations on the ground in either Russia or Ukraine. As a result, our revenue from the Russian and Ukrainian markets declined from $17 million in fiscal 2022 to $13 million in fiscal 2023 (representing less than 0.3% and less than 0.2% of our revenue for fiscal 2022 and 2023, respectively).

Further, the recent outbreak of an armed conflict between Israel and Hamas in early October 2023 presents a risk of regional escalation in the Middle East. The duration, ramifications and outcome of this conflict are highly uncertain. Potential short-term or long-term consequences may include economic sanctions, economic and political instability, rising inflation and energy costs, supply chain disruptions and negative impacts on currency exchange rates and financial markets.

While we continue to actively monitor the situation in Ukraine and Gaza, there can be no way to predict the progress or outcome of the conflict in Ukraine or its impacts in Ukraine, Russia or Belarus as the conflict, and any resulting government reactions, are rapidly developing and beyond our control, or the impact of the rising

conflict between Israel and Hamas. The extent and duration of the military action, sanctions and resulting market disruptions could be significant and could potentially have substantial impact on our business and the global economy for an unknown period of time. Any of the abovementioned factors could have a material adverse effect on our business, financial condition and results of operations, and any such disruptions may also magnify the impact of other risks described in this Annual Report.

Work stoppages and other labor problems could negatively impact our operations.

From time to time, we have experienced and may in the future experience attempts by labor organizations to organize certain of our employees. There can be no assurance that we will not experience additional and successful unionization or collective bargaining activity in the future. The impact of any such activity is undetermined and could have a material adverse effect on our business, financial condition and results of operations.

Risks Relating to Information Technology Systems and Intellectual Property

We are highly dependent on the development and operation of our sophisticated and proprietary technology and advanced information systems, and we could suffer failures, interruptions or disruptions to such systems or related development projects and/or we could fail to effectively adopt and implement new technologies and systems required for our business to remain competitive.

Our business relies on complex information technology (“IT”) systems (including systems provided or supported by third parties) that are critical to the operation of our businesses, including the collection, aggregation and distribution of operating, financial and personal data, trade and price information, the generation and provision of analytics, risk management services, provision of market infrastructure (including platforms for the execution, clearing and settlement of bets, positions and trades), security systems and payment systems.

Our ability to provide uninterrupted services is dependent on these systems. While we have certain incident and disaster recovery plans, business contingency plans and back-up procedures in place designed to minimize, mitigate, manage and recover from the risk of an interruption or failure of our critical IT systems, there is no guarantee that such plans and procedures will be able to adequately anticipate or plan for all such risks and we cannot eliminate the risk of a system failure, interruption or disruption occurring. Such failures may arise for a wide variety of reasons such as software malfunctions, insufficient capacity, including network bandwidth in particular during peak activity times, as well as hardware and software malfunctions or defects, or complications experienced in connection with the operation of such systems, including system upgrades.

If our technology and/or IT systems suffer from major or repeated failures, this could interrupt or disrupt our trading, clearing, settlement, index, analytics, data information or risk management services and undermine confidence in our platforms and services, cause reputational damage and impact operating results.

We rely, to some extent, on IT systems, cloud-based services or other networks that are provided, managed or hosted by third parties. We cannot guarantee that the measures such third parties put in place will be sufficient to prevent issues with their IT systems, and coordination with such third parties will be required to resolve any issues with IT systems, which may mean they take longer to resolve than if they were managed or hosted by us alone.

To compete effectively, we must be able to anticipate and respond, in a timely and effective manner, to the need for new and enhanced technology. This may include new software applications or related services based on artificial intelligence, machine learning, or robotics. The markets in which we compete are characterized by rapidly changing technology, evolving industry standards, frequent enhancements to existing products and services, the introduction of new services and products and changing customer demands. We may not be successful in anticipating or responding to these developments on a timely and cost-effective basis. Additionally, the effort to gain technological expertise and develop new technologies in our business requires us to incur

significant expenses. If we cannot offer new technologies as quickly as our competitors, or if our competitors develop more cost-effective or better-functioning technologies or product offerings, we could experience a material adverse effect on our operating results, client relationships, growth and compliance programs. There can also be no assurance that our current systems will be able to support any new or emerging technologies, industry standards or enhanced products or services, or be able to accommodate a significant increase in online traffic, increased customer numbers, or modified usage patterns arising as a result of any such technologies, standards or products or services. If our systems are unable to expand to meet increased demand, are disrupted or otherwise fail to perform, or the adoption of new technologies requires greater investment than anticipated, this could have a material adverse effect on our business, financial condition and results of operations, and could increase our operating expenses.

We use artificial intelligence, machine learning and similar technologies in our business. These technologies may present business, compliance, and reputational risks.

Recent technological advances in artificial intelligence and machine-learning technology both present opportunities and pose risks to us. If we fail to keep pace with rapidly evolving technological developments in artificial intelligence, our competitive position and business results may suffer. Our competitors or other third parties may incorporate artificial intelligence in a similar or different manner, and may do so more quickly or more successfully than us, which could impair our ability to compete effectively and adversely affect our results of operations. At the same time, use of artificial intelligence has recently become the source of significant media attention and political debate. If our use of artificial intelligence becomes controversial, we may experience brand, reputational or competitive harm. In addition, the introduction of these technologies, particularly generative artificial intelligence, into new or existing offerings may also result in new or expanded risks and liabilities, including due to enhanced governmental or regulatory scrutiny, litigation, compliance issues, ethical concerns, confidentiality or security risks, as well as other factors that could adversely affect our business, reputation, and financial results. The rapid evolution of artificial intelligence, including with respect to compliance with existing and potential government regulation of such technology, may also require significant resources, including to develop, test and maintain platforms, offerings, services, and features to help us implement artificial intelligence in accordance with applicable law, and to minimize other adverse effects on our results of operations.

Security breaches, unauthorized access to or disclosure of our data or customer data, cyber-attacks on our systems or other cyber incidents could compromise sensitive information related to our business (including personal data processed by us or on our behalf) and expose us to liability, which could harm our reputation and materially and adversely affect our business, financial conditions and results of operations.

We face an ever-increasing number of threats to our information systems from a broad range of threat actors, including foreign governments, criminals, competitors, computer hackers, cyber terrorists and politically motivated groups or individuals, and we have previously experienced various attempts to access our IT systems. These threats include physical or electronic break-ins, security breaches from inadvertent, unintentional or intentional actions or inactions by our employees, contractors, consultants and/or other third parties with otherwise authorized access to our systems, website or facilities, or from cyber-attacks by malicious third parties, which could breach our data security and disrupt our IT systems. Breaches of our security measures or those of our third-party service providers or other cybersecurity incidents could result in: unauthorized access to our websites, networks or systems; unauthorized access to and misappropriation of customer information, including customers’ personal data or other confidential or proprietary information of Flutter, employees, customers or other third parties; unauthorized dissemination of proprietary or confidential information, including personal data, viruses, worms, ransomware, spyware or other malware attacking, or being spread through our websites, networks or systems; deletion or modification of content or the display of unauthorized content on our websites; interruption, disruption or malfunction of operations; costs relating to breach remediation, deployment of additional personnel and protection technologies, response to governmental investigations; media inquiries and coverage; engagement of third-party experts and consultants; litigation, regulatory action; and other potential liabilities.

The secure collection, maintenance, processing and transmission of confidential and sensitive information, including personal data, is a critical element of our operations. We rely on encryption and authentication technology licensed from third parties in an effort to securely transmit certain confidential and sensitive information, including credit card numbers. Our information technology and other systems, and those of our third-party service providers, that collect, maintain, process and transmit customer, employee, service provider and business partner information are susceptible to increasing threats of continually evolving cybersecurity risks. For example, we have received notice that certain of our customer and employee data was involved in the global incident involving the MOVEit file transfer software, which began when the third-party provider who administers the software announced that it had identified a previously unknown vulnerability in the application that is used by businesses across the world to share data and manage file transfers. Once we discovered this, we promptly undertook responsive measures, including restricting access to the affected application, launching an internal investigation in partnership with outside independent cybersecurity forensic experts and notifying the relevant regulators and law enforcement agencies, as well as our employees and customers, impacted by the incident. Based on this investigation and information currently known at this time, we do not expect that this incident will have a material impact on our operations or financial results. However, we have incurred, and may continue to incur, expenses related to this incident, and we have become subject to claims in relation thereto; accordingly, we remain subject to risks and uncertainties as a result of this incident.

Moreover, these types of risks may increase over time as the complexity and number of technical systems and applications we use also increases. Advances in computer capabilities, new technological discoveries or other developments may result in the whole or partial failure of this technology to protect transaction data or other confidential and sensitive information from being breached or compromised. As cybersecurity threats continue to evolve, we may be required to expend significant additional resources to continue to modify or enhance our protective measures or to investigate and remediate any information security vulnerabilities. In addition, third parties may attempt to fraudulently induce employees or customers to disclose information in order to gain access to our data or our customers’ data. Third parties may attempt to create false or undesirable user accounts and advertisements or take other actions on our platform for objectionable ends, and compromised credentials, including those obtained through phishing and credential stuffing, may be used to attack our websites and may result in an interruption, disruption or malfunction of our websites or IT systems, or the loss or compromise of data. Our security measures, and those of our third-party service providers, may not detect or prevent all attempts to breach our IT systems or data. Distributed denial-of-service (“DDoS”) attacks, “Trojan horse” attacks, computer malware, ransomware, viruses, malicious software, break-ins, phishing attacks, social engineering, security breaches, general hacking or other attacks and similar disruptions may jeopardize the confidentiality, integrity and security of information stored in, processed or transmitted by our websites, networks and systems, or that we or such third parties otherwise maintain, including payment card systems, which may subject us to fines or higher transaction fees or limit or terminate our access to certain payment methods. Further, sensitive, personal or other regulated data and information may be lost, disclosed, accessed, altered or taken without appropriate consent, which could subject us to liability and could have a material adverse effect on our business, financial condition and results of operations. In addition, we cannot guarantee that recovery protocols and backup systems will be sufficient to prevent data loss. Further, techniques used to obtain unauthorized access to or sabotage systems change frequently and may not be known until launched against us or our third-party service providers and may be difficult to detect for long periods of time. Although we have developed systems and processes that are designed to protect our data and customer data, to prevent data loss, to disable undesirable accounts and activities on our platform, and to prevent or detect security breaches, we cannot assure you that such measures will be successful, that we will be able to anticipate or detect all cyber-attacks or other breaches, that we will be able to react to cyber-attacks or other breaches in a timely manner, or that our remediation efforts will be successful. In the past, we and our third-party vendors have experienced social engineering, phishing, malware and similar attacks and threats of DDoS attacks and such attacks could in the future have a material adverse effect on our business, financial condition and results of operations. If any of these breaches of security should occur and be material, our reputation and brand could be damaged, our business may suffer, we could be required to expend significant capital and other resources to remediate problems caused by such breaches and we could be exposed to a risk of loss, litigation or regulatory action and other liability. Actual

or anticipated attacks may cause us to incur increasing costs, including costs to deploy additional personnel and protection technologies, train employees and engage third-party experts and consultants.

While our insurance policies include liability coverage for certain of these matters, if we experience a significant security incident, we could be subject to liability or other damages that exceed our insurance coverage and we cannot be certain that such insurance policies will continue to be available to us on economically reasonable terms, or at all, or that any insurer will not deny coverage as to any future claim. The successful assertion of one or more large claims against us that exceed available insurance coverage, or the occurrence of changes in our insurance policies, including premium increases or the imposition of large deductible or co-insurance requirements, could have a material adverse effect on our business, financial condition and results of operations.

Any compromise or breach of our security measures, or those of our third-party service providers, could violate applicable privacy, data protection, data security, network and IT systems security and other laws and regulations. Further, such laws and regulations may be interpreted and applied in a manner that is inconsistent with our existing practices, which may require us to modify our practices and incur substantial compliance-related costs and expenses. We may also incur significant reputational, legal and financial exposure, including legal claims, higher transaction fees and regulatory fines and penalties as a result of any compromise or breach of our systems or data security, or the systems and data security of our third-party providers and any personal data stored or processed therein. Any of the foregoing could have a material adverse effect on our business, financial condition and results of operations. We continue to devote significant resources to protect against security breaches and may need to further devote significant resources in the future to address problems caused by breaches, including notifying affected subscribers and responding to any resulting litigation, which in turn, diverts resources from the growth and expansion of our business. See “—The increasing application of and any significant failure to comply with applicable data protection, privacy and digital services laws may have a material adverse effect on us.”

We are subject to a number of risks related to credit card payments, including data security breaches and fraud that we or third parties experience, and additional regulation, any of which could materially and adversely affect our business, financial condition and results of operations.

In certain jurisdictions in which we operate, we accept payment from our customers through credit card transactions, certain online payment service providers and mobile payment platforms. When we or a third party experiences a data security breach involving credit card information, affected cardholders will often cancel their credit cards. In the case of a breach experienced by a third party, the more sizable the third party’s customer base and the greater the number of credit card accounts impacted, the more likely it is that our customers would be impacted by such a breach. To the extent our customers are ever affected by such a breach experienced by us or a third party, they would need to be contacted to obtain new credit card information and process any pending transactions. It is likely that we would not be able to reach all affected customers and, even if we could, some customers’ new credit card information may not be obtained and some pending transactions may not be processed, which could materially and adversely affect our business, financial condition and results of operations. Even if our customers are not directly impacted by a given data security breach, they may lose confidence in the ability of service providers to protect their personal data generally, which could cause them to stop using their credit cards online and choose alternative payment methods that are not as convenient for us or restrict our ability to process payments without significant cost or customer effort. Additionally, if we fail to adequately prevent fraudulent credit card transactions, we may face litigation, fines, governmental enforcement action, civil liability, diminished public perception of our security measures, significantly higher credit card-related costs and substantial remediation costs or refusal by credit card processors to continue to process payments on our behalf, any of which could materially and adversely affect our business, financial condition and results of operations. See “—Risks Relating to Our Business and Industry—Uncertainty as to the legality of online betting and iGaming or adverse public sentiment towards online betting and iGaming may deter third-party suppliers from dealing with us.”

The increasing application of and any significant failure to comply with applicable data protection, privacy and digital services laws may have a material adverse effect on us.

We process customer personal data (including name, address, age/date of birth, payment details, gaming and self-exclusion history) and supplier, employee and candidate data as part of our business. This requires us to comply with strict, numerous, and rapidly evolving data protection and privacy laws in the United States, the European Union, the United Kingdom, Australia, India, Brazil, Canada and many other jurisdictions regarding privacy and the collection, receipt, storage, processing, handling, maintenance, transfer, disclosure and protection of such personal and other data, which may require us to provide individuals with certain notices and rights with respect to such individuals’ personal data, maintain reasonable and appropriate data security standards and to provide timely notice to individuals and/or regulators in the event that such personal data is compromised. The scope of such laws are subject to differing interpretations and may be inconsistent between states or countries. We are also subject to various industry privacy standards, the terms of our own privacy policies and privacy-related obligations to third parties.

For example, the Regulation (EU) 2016/679 of the European Parliament and of the Council of April 27, 2016 (General Data Protection Regulation) (the “GDPR”) which went into effect on May 25, 2018 has resulted in, and will continue to result in, significant compliance burdens and costs for companies with customers and/or operations in the European Economic Area (“EEA”). The GDPR and national implementing legislation in EEA member states impose a strict data protection compliance regime including obligations concerning the rights of data subjects, the transfer of personal data out of the European Economic Area, security breach notifications and safeguarding the security and confidentiality of personal data. Under the GDPR, fines of up to €20 million or 4% of the annual global revenues, whichever is greater, can be imposed for violations. Data protection supervisory authorities also have extensive powers under the GDPR, including the power to impose a temporary or definitive ban on processing activity. The GDPR also includes a right to compensation for data subjects who have suffered material or non-material damage as a result of an infringement of the GDPR and in certain cases, civil litigation can be brought by non-profit privacy advocacy groups. In addition, EU Directive 2020/1828 on representative actions for the protection of the collective interests of consumers (the Directive on Representative Actions) applied from June 25, 2023, and it is expected to increase “class action”-type cases being brought by qualified entities in respect of certain GDPR infringements. Liability can attach to us not only for our own non-compliance, but also due to the acts, errors or omissions of those who process personal data in the course of providing services for us, as the GDPR includes joint and several liability provisions in certain cases.

Regulatory guidance, case law and enforcement activity concerning data protection regulatory standards in the European Economic Area are increasing and further changes are likely to occur that will further enhance the data protection rights of individuals and have a commensurate impact upon our ability to process personal data in a manner that maximizes its commercial value. For example, while the European Commission recently issued an adequacy decision regarding transfers of personal information from the European Economic Area to the United States pursuant to the EU-U.S. Data Privacy Framework, there remains complexity and uncertainty regarding such transfers to the United States and other jurisdictions, which could lead to additional costs, complaints, and/or regulatory investigations or fines, and/or if we are otherwise unable to transfer personal data between and among countries and regions in which we operate, it could affect the manner in which we provide our services or the geographical location or segregation of our relevant systems and operations, and could adversely affect our financial results.

Further, the UK GDPR came into effect on January 1, 2021, and, together with the amended UK Data Protection Act 2018, retains the GDPR in UK national law following the United Kingdom’s withdrawal from the European Union (“Brexit”). The UK GDPR mirrors the fines under the GDPR (up to £17.5 million or 4% of the annual global revenues, whichever is greater). The relationship between the United Kingdom and the European Union in relation to certain aspects of data protection law remains uncertain, and it is unclear how UK data protection laws and regulations will develop in the medium-to-longer term and how data transfers to and from the United Kingdom will be regulated in the long term. Compliance with the GDPR and the UK GDPR may

require us to modify our data processing practices and policies and incur compliance-related costs and expenses and these changes may lead to other additional costs and increase our overall risk exposure.

Many jurisdictions outside of the United Kingdom and the European Union are enacting more robust data protection laws, in many cases following similar principles to those set out in the GDPR. For example, in the United States, our largest and fastest growing market, all 50 states, the District of Columbia, and several U.S. territories have some form of data breach notification laws, while individual states have introduced broader consumer privacy legislation. For example, in California, the California Consumer Privacy Act, which was further expanded by the California Privacy Rights and Enforcement Act of 2020, or CPRA, which took effect in most material respects on January 1, 2023 (with application to data collected beginning on January 1, 2022) (the “CCPA”) established a new privacy framework for covered businesses such as ours. The CCPA also provides for regulatory penalties for violations, as well as a private cause of action for data breaches, and the CPRA imposed even stricter obligations on companies and established a state regulatory agency to enforce those requirements. It remains unclear how various provisions of the CCPA will be interpreted and enforced. At least twelve additional U.S. states have enacted comprehensive privacy legislation. Most of these statutes impose less stringent obligations than the CCPA but generally align to the same principles. These laws may require substantial modifications to covered companies’ data processing practices and policies, impose compliance-related costs and expenses to provide updated notices to employees and customers, and we may be required to negotiate or renegotiate contractual obligations with third-party service providers. Such laws will restrict processing activities, likely limiting our ability to market to customers and/or increasing operational and compliance costs. The introduction of new or further data protection laws or regulations in jurisdictions in which we currently operate, including in Canada, modify our data processing activities and/or increase our operational and compliance costs, which could have a material adverse effect on our business, financial condition and results of operations. In addition, the U.S. Federal Trade Commission (the “FTC”) and many state attorneys general are interpreting federal and state consumer protection laws to impose standards for the online collection, use, dissemination, and security of data.

The myriad international and U.S. privacy and data breach laws are not consistent, and states frequently amend existing laws or promulgate new privacy regulations under existing statutory authority, requiring attention to changing regulatory requirements. In addition to government regulation, privacy advocates and industry groups have and may in the future propose self-regulatory standards from time to time. These and other industry standards may legally or contractually apply to us, or we may elect to comply with such standards.

We cannot yet determine the impact future laws, regulations and standards may have on our business. For instance, in addition to the variety of existing laws and regulations governing our use of personal data, there are a wide variety of other laws which are currently being enacted or under development and which may have a material impact on whether, and how, we can operate our online services in certain jurisdictions. For example, the Digital Services Act came into full effect in the European Union in February 2024, resulting in changes to the regulation of online content that is deemed to be illegal or harmful. Similarly, the AI Act will likely have implications for how AI technology is used in our business and across the industry generally.

Although we make reasonable efforts to comply with all applicable data protection and digital services laws and regulations, our interpretations and such measures may have been or may prove to be insufficient or incorrect. If we fail to adhere to applicable data protection, privacy and digital services laws, we may be subject to enforcement action, investigations, fines, regulatory proceedings and/or civil litigation. Any fines, investigations, regulatory proceedings, civil litigation or license revocations or refusals arising from a breach of applicable data protection, data security, privacy or digital services laws could have a material adverse effect on our business, financial condition and results of operations. If we are held directly responsible for a data security breach, or if we are deemed to be jointly responsible for a data security or other data protection breach by one of our service providers, then the resultant losses suffered by us could have a material adverse effect on our business, financial condition and results of operations. There can be no assurance that we would be able to

recoup such losses, whether in whole or in part, from our service providers or insurers. Additionally, breaches of the GDPR, the CCPA or other applicable data protection or digital services laws could also result in reputational damage to our brands, resulting in the loss of the goodwill of customers and the potential to deter new and existing customers, or could result in our brands being subject to the revocation of existing licenses and/or the refusal of new applications for licenses. Furthermore, we or our third-party service providers could be required to fundamentally change our business activities and practices or modify our products and services to comply with existing and future data privacy and digital services laws and regulations, which could be costly, time-consuming and have an adverse effect on our or our third-party service providers’ business, results of operations or financial condition. Any of the foregoing could result in additional cost and liability to us, damage our reputation, inhibit sales, and adversely affect our business, results of operations or financial condition.

We depend on third-party providers and other suppliers for a number of products (including data and content) and services that are important to our business. An interruption, cessation or material change of the terms for the provision of an important product or service supplied by any third party could have a material adverse effect on our business, financial condition and results of operations.

Our business, IT systems and platforms depend on a variety of services from third parties, such as telecommunications, data, content, advertising, technology, hosting, banking and other service providers, certain of which may be the sole supplier of such services. If there is any interruption to, or cessation of, the products or services provided by these software and payment providers, including due to their own lack of liquidity or insolvency, any material change to the terms on which such products or services are currently provided, their products or services are not as scalable as anticipated or at all, or if there are problems in upgrading such products or services, this could have a material adverse effect on our business, financial condition and results of operations, and we may be unable to find adequate replacement services on a timely basis or at all and/or at a reasonable price.

We increasingly rely on licenses with third parties to access certain data used in our business, and we depend on third-party suppliers for data and content, including data received from sporting bodies and various data partners, that is used in the supply of our products and services. Some of this data is provided exclusively by particular suppliers and may not be obtainable from other suppliers. If these third parties were to discontinue providing products or services to us for any reason or fail to provide the agreed type of service, we may experience significant disruptions to our business. The general trend toward consolidation in the information services industry may increase the risk that such products or services, insofar as they relate to information services, may not be available to us in the future, or may only be available to us at increased cost. In addition, in the future, our data suppliers could enter into exclusive contracts with our competitors without our knowledge.

In particular, we depend on payment and multi-currency processing providers to facilitate the movement of funds between us and our customers and any deterioration in the quality of the payment processing services we use, any interruption to those services, any increase in the cost of such services or any reduction in the availability of such services to betting and iGaming providers could have a material adverse effect on our ability to accept customers’ funds or significantly increase the costs of doing so. See “—Financial and Banking Risks Relating to Our Operations—We depend on the ongoing support of payment processors and international multi-currency transfer systems.”

There is a risk that if contracts with any of the third parties referred to above are terminated and not renewed or replaced, or not renewed or replaced on favorable terms, or if such third parties do not provide the level of support (in terms of updates and technical assistance) required as we grow, this will have a materially adverse effect on our operations and may materially increase our costs of sales.

In addition, we are dependent upon the third-party suppliers referred to above defending any challenges to their intellectual property. Any litigation that arises as a result of such a challenge could have a material adverse effect on our business, financial condition and results of operations and, even if legal actions were successfully

defended, disrupt our business in the interim, divert management attention and result in our incurring significant costs and expenses. The failure of third parties to adequately protect the intellectual property rights on which we rely could harm our reputation and affect our ability to compete effectively.

If we are unable to protect or enforce our rights in our proprietary technology, brands or other intellectual property, our competitive advantage, business, financial condition and results of operations could be harmed.

Maintenance of intellectual property rights and the protection thereof is important to our business. We rely on a combination of patent, copyright, trademark and trade secret laws, confidentiality agreements and other contractual arrangements with our affiliates, clients, customers, employees, service providers, strategic partners and others to protect our intellectual property. Our patent or trademark applications may not be approved, any patents or trademark registrations that may be issued to us may not sufficiently protect our intellectual property, and any of our issued patents, trademark registrations or other intellectual property rights may be challenged, misappropriated, infringed, or otherwise violated by third parties. We cannot confirm that we have entered into confidentiality or other agreements with each party that has or may have had access to our proprietary information or trade secrets and, even if entered into, these agreements may otherwise fail to effectively prevent disclosure of proprietary information, may be limited as to their term and may not provide an adequate remedy in the event of unauthorized disclosure or use of proprietary information. Any of these scenarios may result in restrictions on our use of, or inability to enforce, our intellectual property, which may in turn limit the conduct of our business. Other parties may independently develop similar or competing technology or design around any patents that may be issued to us. We cannot be certain that the steps we have taken will prevent infringement, misappropriation or other violations of our intellectual property rights, particularly in countries where the laws may not protect our proprietary rights as fully as the protection provided in the United States. Effective trademark protection may not be available or may not be sought in every country in which our products are made available, in every class of goods and services in which we operate, and contractual disputes may affect the use of marks governed by contract. Further, we may be required to enforce our intellectual property or other proprietary rights through litigation or other proceedings, which, regardless of success, could result in substantial costs and diversion of management’s attention and other resources.

We cannot be certain that our products and our business do not, or will not, infringe the intellectual property rights of third parties, who may assert claims against us for unauthorized use of such rights.

We cannot be certain that our products and our business do not, or will not, infringe the intellectual property rights of third parties. Third parties may assert claims against us, or our third-party licensors, alleging that we are infringing, misappropriating or otherwise violating their intellectual property rights. Litigation or other legal proceedings relating to intellectual property claims, regardless of merit, may cause us to incur significant expenses and could distract our technical and management personnel from their normal responsibilities. In addition, the outcome of litigation is uncertain and third parties asserting claims could secure a judgment awarding substantial damages, as well as injunctive or other equitable relief against us, which could require us to redesign or reengineer our product offerings, and/or effectively block our ability to make, use, sell, distribute or market our products. In addition, even in instances where we believe that claims and allegations of intellectual property infringement against us are without merit, the damages or other remedies awarded, if any, may not be commercially meaningful. Regardless of whether any such proceedings are resolved in our favor, such proceedings could cause us to incur significant expenses and could distract our personnel from their normal responsibilities. In the event that a claim relating to intellectual property is asserted against us or our third-party licensors, or third parties not affiliated with us hold pending or issued patents that relate to our products or technology, we may seek licenses to such intellectual property or challenge those patents. Even if we were able to obtain a license, it could be non-exclusive, thereby giving our competitors and other third parties access to the same technologies licensed to us. In addition, we may be unable to obtain these licenses on commercially reasonable terms, if at all, and our challenge of third party patents may be unsuccessful. If we are unable to obtain the necessary licenses or other rights, we may be forced to acquire or develop alternate technology, which may require significant time and effort and may be of lower quality or performance standards. This would limit

and delay our ability to provide new or competing product offerings and increase our costs. If alternate technology cannot be obtained or developed, we may not be able to offer certain functionality as part of our product offerings, which could materially and adversely affect our business, financial condition and results of operations.

Our systems and controls to restrict access to our products may not be adequate.

We rely on technological systems and controls to block customers in certain jurisdictions from accessing our services. These systems and controls are intended to ensure that we do not accept money from customers located in those jurisdictions where we have made a decision not to offer our products and services in that jurisdiction. The blocking of access of customers in certain jurisdictions may arise either as a result of specific requirements imposed on us as a result of our holding certain licenses or on the basis of a lack of adequate justification that offering betting and iGaming services to customers resident in such a jurisdiction would not infringe the law of the jurisdiction in which the relevant customer is located.

Where blocking obligations are currently imposed by governmental licensing requirements, there is a risk that the relevant regulators could require us to block customers resident in specific additional jurisdictions in the future. Where this occurs, it could have a material adverse effect on our business, financial condition and results of operations.

In addition, the technical systems and controls that we have adopted could fail or otherwise be found to be inadequate, either currently, as a result of future technological developments or as a result of customers in restricted jurisdictions seeking workarounds to the relevant systems and controls. This may result in violations of applicable laws or regulations. Any claims in respect of any such violations could have cost, resource and reputational implications, as well as implications on our ability to retain, renew or expand our portfolio of licenses.

Our business model depends upon the continued compatibility between our applications and the major mobile operating systems and upon third-party platforms for the distribution of our product offerings. If third-party platforms prevent customers from downloading our applications or block advertising from being delivered to our customers, our ability to grow our revenue, profitability and prospects may be materially and adversely affected.

The majority of our customers access our product offerings primarily on mobile devices, and we believe that this will continue to be increasingly important to our long-term success. Our business model depends upon the continued compatibility and interoperability between our applications and the major mobile operating systems. Third parties with whom we do not have any formal relationships control the design of mobile devices and operating systems. These parties frequently introduce new devices, and from time to time they may introduce new operating systems or modify existing ones, either of which may require us to make significant changes to our product offerings in order to ensure compatibility. Network carriers may also impact the ability to download applications or access specified content on mobile devices, and there is no guarantee that popular mobile devices will start or continue to support or feature our product offerings.

In addition, we rely upon third-party platforms for distribution of our product offerings. Our online product offerings are delivered as free applications through third-party platforms and are also accessible via mobile and traditional websites. Third-party application distribution platforms are the main distribution channels for our applications. As such, the promotion, distribution and operation of our applications are subject to the distribution platforms’ respective standard terms and policies for application developers, which are very broad and subject to frequent changes and interpretation, and may not always permit our applications to be offered through their stores. Furthermore, the distribution platforms may not enforce their standard terms and policies for application developers consistently and uniformly across all applications and with all publishers. We are dependent on the interoperability of our platforms with popular mobile operating systems, technologies, networks and standards

that we do not control, and any technical or other issues in such systems, or any changes in applicable law or regulations, our relationships with mobile manufacturers and carriers or in their terms of service or policies that degrade our product offerings’ functionality, reduce or eliminate our ability to distribute our product offerings, give preferential treatment to competitive products, limit our ability to deliver high-quality product offerings, or impose fees or other charges related to delivering our product offerings, could materially and adversely affect our product usage and monetization on mobile devices.

Moreover, if any of the third-party platforms used for distribution of our product offerings were to limit or disable advertising on their platforms, either because of technological constraints or because the owner of these distribution platforms wished to impair our ability to publish advertisements on them, our ability to grow and retain our customer-base and generate revenue could be harmed. Also, technologies have been, and may continue to be, developed by companies, such as Apple and Google, that, among other things, block or limit the display of our advertisements and some or all third-party cookies on mobile and desktop devices, limit cross-site and cross-device attribution, prevent measurement outside a narrowly-defined attribution window and prevent advertisement re-targeting and optimization. These developments could require us to make changes to how we collect information on, and track the actions of, our customers and impact our marketing activities. These changes could materially impact the way we do business, and if we or our advertising partners are unable to quickly and effectively adjust to new changes, there could be a material adverse effect on our business, financial condition and results of operations.

Furthermore, our products require high-bandwidth data capabilities in order to place time-sensitive bets. If the growth of high-bandwidth capabilities, particularly for mobile devices, is slower than we expect, our customer growth, retention and engagement may be seriously harmed. Additionally, to deliver high-quality content over mobile cellular networks, our product offerings must work well with a range of mobile technologies, systems and networks, and comply with regulations and standards, that we do not control. In addition, the adoption of any laws or regulations that adversely affect the growth, popularity or use of the Internet, including laws governing Internet neutrality, could decrease the demand for our products and increase our cost of doing business. Specifically, any laws that would allow mobile providers to impede access to content, or otherwise discriminate against content providers like us, including by providing for faster or better access to our competitors, could have a material adverse effect on our business, financial condition and results of operations.

Finally, we may not successfully cultivate relationships with key industry participants or develop product offerings that operate effectively with these technologies, systems and networks, or that comply with regulations or standards. If it becomes more difficult for our customers to access and use our platform on their mobile devices, if our customers choose not to access or use our platform on their mobile devices, or if our customers choose to use mobile products that do not offer access to our platform, then our customer growth, retention and engagement could be seriously harmed.

Our use of “open source” software could subject our proprietary software to general release, adversely affect our ability to sell our products and services and subject us to possible litigation, claims or proceedings.

We have used “open source” software in connection with the development and deployment of our software platform, including in connection with our customer-facing applications and our back-end service components, and we expect to continue to use open source software in the future. Open source software is licensed by its authors or other third parties under open source licenses, which in some instances may subject us to certain unfavorable conditions, including requirements that we offer our products that incorporate the open source software for no cost, that we make publicly available all or part of the source code for any modifications or derivative works we create based upon, incorporating or using the open source software, or that we license such modifications or derivative works under the terms of the particular open source license.

Companies that incorporate open source software into their products have, from time to time, faced claims challenging the use of open source software and compliance with open source license terms. As a result, we

could be subject to suits by parties claiming ownership of what we believe to be open source software or claiming noncompliance with open source licensing terms. While we try to ensure that open source licensed code is not used in a manner that would require us to disclose our proprietary source code or that would otherwise breach the terms of an open source license agreement, we cannot guarantee that we will be successful, that all open source software is reviewed prior to use in our platform, that our developers have not incorporated open source software into our products that we are unaware of or that they will not do so in the future.

Furthermore, there are an increasing number of open source software license types, almost none of which have been interpreted by courts, resulting in a dearth of guidance regarding the proper legal interpretation of such licenses. As a result, there is a risk that open source software licenses could be construed in a manner that imposes unanticipated conditions or restrictions on our ability to market or provide our products and services. If we are held to have breached or failed to fully comply with all the terms and conditions of an open source software license, we could face infringement claims or other liability, or be required to seek costly licenses from third parties to continue providing our product offerings on terms that are not economically feasible, if at all, to re-engineer all or a portion of our platform, to discontinue or delay the provision of our product offerings if re-engineering could not be accomplished on a timely basis or to make generally available, in source code form, our proprietary code. Further, in addition to risks related to license requirements, use of certain open source software carries greater technical and legal risks than those associated with the use of third-party commercial software.

For example, open source software is generally provided without any support or warranties or other contractual protections regarding infringement or the quality of the code, including the existence of security vulnerabilities. To the extent that our platform depends upon the successful operation of open source software, any undetected errors or defects in open source software that we use could prevent the deployment or impair the functionality of our systems and injure our reputation. In addition, the public availability of such software may make it easier for others to compromise our platform and IT systems. Any of the foregoing risks could materially and adversely affect our business, financial condition and results of operations.

Risks Relating to Regulation, Licensing, Litigation and Taxation

Adverse changes to the regulation of online betting and iGaming, or their interpretation by regulators, could have a material adverse effect on our business, financial condition and results of operations.

We have customers in numerous jurisdictions around the world, namely, the United States, the United Kingdom, Ireland, Italy, other countries in the European Union, Australia, India, Canada, Brazil, Georgia and Armenia, among others. We are generally subject to laws and regulations relating to betting and iGaming in the jurisdictions in which we conduct our business or, in some circumstances, of those jurisdictions in which our services are offered or available, as well as the general laws and regulations that apply to all e-commerce businesses, such as those related to privacy and personal data, tax and consumer protection. These laws and regulations vary from one jurisdiction to another and are dynamic and subject to potentially differing interpretations. Future legislative and regulatory action, court decisions or other governmental action, which may be affected by, among other things, political pressures, attitudes and climates, as well as personal biases, may have a material impact on our operations and financial results.

For example, after an extensive review of the Gambling Act of 2005, the legislation (as amended) that regulates gambling in Great Britain (the “UK Gambling Act”), the UK government recently introduced new proposals for changes to the gambling regulations in Great Britain. See “—The UK government’s ongoing review of the UK Gambling Act may result in more onerous regulation of the betting and iGaming industry in Great Britain, part of our second-largest market, which could have a material adverse effect on our business, financial condition and results of operations.” Additionally, in December 2022, the Irish government published the first draft of the Gambling Regulation Bill which proposes major reform and consolidation of gambling laws in Ireland, including the creation of a Gambling Regulatory Authority of Ireland, which will have broad powers

to publish further guidance and codes of conduct. The Gambling Regulation Bill seeks to (1) modernize the licensing system; (2) introduce robust enforcement measures, including suspension and revocation of licenses, financial penalties (up to the greater of 10% of the licensee’s annual turnover or €20,000,000) and imprisonment; and (3) protect vulnerable persons, including children and those experiencing gambling addiction, through prohibiting licensees from accepting credit cards for the purposes of gambling and the creation of National Gambling Exclusion Register and Social Impact Fund.

Furthermore, in January 2019, legal counsel for the U.S. Department of Justice (“DOJ”) issued a legal opinion on the Interstate Wire Act of 1961, as amended (“Wire Act”), which stated that the Wire Act bans any form of iGaming if it crosses state lines and reversed a 2011 DOJ legal opinion that stated that the Wire Act only applied to interstate sports betting. However, the U.S. Court of Appeals for the First Circuit ruled in January 2021 that the Wire Act does not apply to iGaming. The U.S. federal courts’ stance on the applicability of the Wire Act with respect to interstate iGaming may be subject to potential changes in the future, and any such changes may be detrimental to our business operations. If the Wire Act is ultimately determined by courts to be applicable to iGaming and we are required to restrict our iGaming transactions in each state in which we operate to within such state, our costs will increase and it will become more difficult for us to scale our operations in the United States.

Any adverse changes to the regulation of online betting and iGaming, the interpretation of these laws, regulations and licensing requirements by relevant regulators, or the revocation of operating licenses, could have a material adverse effect on our ability to conduct our operations and generate revenue in the relevant jurisdiction. Governments may from time to time seek to restrict access to our products from their jurisdictions entirely, or impose other restrictions that may affect the accessibility of our products in their jurisdictions for an extended period of time or indefinitely. In addition, government authorities in certain jurisdictions may seek to restrict customer access to our products if they consider us to be a threat to public safety or for other reasons. Changes to existing forms of regulation may also include the introduction of punitive tax regimes, larger financial guarantees, limitations on product offerings, requirements for ring-fenced liquidity, requirements to obtain licenses and/or caps on the number of licensees, restrictions on permitted marketing activities or restrictions on third-party service providers to online betting and iGaming operators. See also “—Risks Relating to Our Business and Industry—Uncertainty as to the legality of online betting and iGaming or adverse public sentiment towards online betting and iGaming may deter third-party suppliers from dealing with us.” In the event that access to our products is restricted, in whole or in part, in one or more jurisdictions, we are required to or elect to make changes to our operations, or other restrictions are imposed on our products, it may become commercially undesirable or impractical for us to provide online betting and iGaming services in these jurisdictions, our returns from such jurisdictions may be reduced and a reduction of the scope of our services to certain jurisdictions or withdrawing from certain jurisdictions entirely may result, with a consequent financial loss arising from the need to block access by customers located in the relevant jurisdictions.

Failure to comply with relevant laws, regulations or licensing requirements may lead to penalties, sanctions or, ultimately, the revocation of relevant operating licenses and may have an impact on licenses in other jurisdictions. In addition, the compliance costs associated with these evolving and increasingly complex laws, regulations and licensing requirements may be significant. If we were to infringe the domestic regulatory regimes of any of the jurisdictions and markets where we operate, or may wish to operate in the future (even if inadvertent), or if changes to those regulatory regimes occur, it may result in additional compliance and litigation costs for us, or could restrict the range of products and services we offer and the value of our assets and/or require changes to certain of our business practices in some or all of the jurisdictions in which we operate, which may materially adversely affect our business, financial condition and results of operations.

The approach to regulation and the legality of online betting and iGaming varies from jurisdiction to jurisdiction, and is subject to uncertainties.

Our determination as to whether or not to permit customers in a given jurisdiction to access any one or more of our products and whether or not to engage in various types of marketing activity and customer contact is made on the basis of a number of factors. These factors include:

The regulation and legality of online betting and iGaming and approaches to enforcement vary from jurisdiction to jurisdiction (from open licensing regimes to regimes that impose sanctions or prohibitions) and is subject to uncertainties. In certain jurisdictions, there is no legislation which is directly applicable to our business. For fiscal 2023, we derived approximately 2.5% of our revenue from jurisdictions where we do not have a local, territory-specific or point of consumption license because those jurisdictions do not have such a framework in place.

Furthermore, the legality of the supply of online betting and iGaming services in certain jurisdictions is not clear or is open to interpretation. In many jurisdictions, there are conflicting laws and/or regulations, conflicting interpretations, divergent approaches by enforcement agencies and/or inconsistent enforcement policies and, therefore, some or all forms of online betting and iGaming could be determined to be illegal in some of these jurisdictions, either when operated within the jurisdiction and/or when accessed by persons located in that jurisdiction. Moreover, the legality of online betting and iGaming is subject to uncertainties arising from differing approaches among jurisdictions as to the determination of where online betting and iGaming activities take place and which authorities have jurisdiction over such activities and/or those who participate in or facilitate them.

Changes in regulation in a given jurisdiction could result in it being reassessed as a restricted territory without the potential to generate revenues on an ongoing basis. For example, due to a change in government regulations, we were forced to cease offering paid and free DFS contests in Ontario, Canada, in April 2022. In addition, in certain states in which we operate, including Texas and Florida, the applicable office of the Attorney General has issued an adverse legal opinion regarding DFS in the past. In the event that one of those Attorneys General decides to take action on the opinion from their office, we may have to withdraw our operations from such state, which could have a material adverse effect on our business, financial condition and results of operations. Our inability to operate in a large betting or iGaming market in the future or a number of smaller betting or iGaming markets which collectively are material, could have a material adverse effect on our business, financial condition and results of operations.

In addition, there is a risk that regulators or prosecutors in jurisdictions where we provide online betting or iGaming services to customers without a local license or pursuant to a multi-jurisdictional license, may take legal action in respect of our operations in that jurisdiction and any defense we raise to such actions may not be successful. Actions that may be taken may include criminal sanctions and penalties, as well as civil and administrative enforcement actions, fines, excessive taxation, funds and asset seizures, authorities seeking to seize funds generated from the allegedly illegal activity, as well as payment blocks and ISP blacklisting, some of which may be more readily enforceable within an economic area such as the European Economic Area. Even if such claims could be successfully defended, the process may result in a loss of reputation, potential loss of revenue and diversion of management resources and time.

There is a significant risk that our assessment of the factors referred to above may not always accurately predict the likelihood of one or more jurisdictions taking enforcement or other adverse action against us, our customers or our third-party suppliers, which could lead to fines, criminal sanctions and/or the termination of our operations in such jurisdiction or jurisdictions, and, ultimately, could have a material adverse effect on our business, financial condition and results of operations.

The successful execution of our growth strategy, particularly with respect to our U.S. business, which is critical to our long-term ambitions, will depend on successfully expanding our provision of online betting and iGaming services into certain new and existing jurisdictions and markets where the regulatory status of the provision of such services has been clarified or liberalized.

Our ability to achieve growth in our online betting and iGaming business, particularly with respect to our U.S. business, which is critical to our long-term ambitions, will depend, in large part, upon expansion of online betting and iGaming into new jurisdictions, the terms of regulations relating to online betting and iGaming and our ability to obtain required licenses. Certain jurisdictions in which laws currently prohibit or restrict online betting and iGaming or the marketing of those services, or protect monopoly providers of betting and iGaming services, may implement changes to open their markets through the adoption of competitive licensing and regulatory frameworks. We intend to expand our provision of online betting and iGaming services into certain new and existing jurisdictions and markets where the regulatory status of the provision of such services has been clarified or liberalized, including within North America, Europe and elsewhere internationally.

In particular, in May 2018, the U.S. Supreme Court struck PASPA down as unconstitutional. This decision had the effect of lifting federal restrictions on sports betting and thus allowed U.S. states to determine the legality of sports betting for themselves. Since the overturn of PASPA, a number of U.S. states (as well as Washington D.C.) have legalized retail and/or online sports betting. Our ability to further expand our sports betting and online operations in the United States is dependent on the adoption of state statutes permitting such activities, as well as our ability to obtain the necessary licenses to operate in U.S. jurisdictions where such games are legalized. The failure of state legislators to implement a regulatory framework for providing sports betting and iGaming services in their jurisdictions in a timely manner, or at all, may prevent, restrict or delay our accessing such markets. For example, as of the date of this Annual Report, sports betting has not been legalized in the state of California. Given that California has 40 million inhabitants, attracts over 250 million annual tourists and boasts more professional sports teams than any other state in the United States, the legalization of online sports betting in California in the near future would open up a large and significant market to us.

Even where licensing regimes are introduced in certain markets, there is no guarantee that we will be successful in obtaining a license to operate in such markets. See, for example, “—In some jurisdictions our key executives, certain employees or other individuals related to the business will be subject to licensing or compliance requirements. Failure by such individuals to obtain the necessary licenses or comply with individual regulatory obligations could cause our business to be non-compliant with our obligations or imperil our ability to obtain or maintain licenses necessary for the conduct of our business. In some cases, the remedy to such situation may require the removal of a key executive or employee and the mandatory redemption or transfer of such person’s equity securities that he, she or it holds in us, if any.” In particular, under some jurisdictions’ sports betting and iGaming laws, particularly in certain U.S. states, online sports betting and/or iGaming licenses are tethered to a finite number of specifically defined businesses that are deemed eligible for an iGaming or sports betting license, such as land-based casinos, tribes, professional sports franchises and arenas and horse racing tracks, each of which is entitled to a skin or multiple skins under that state’s law. As such, the skin provides a market access opportunity for mobile operators to operate in the jurisdiction pending licensure and other required approvals by the state’s regulator. The entities that control those skins, and the numbers of skins available, are typically determined by a state’s sports betting or iGaming law. In certain U.S. states, we currently rely on skins tethered to land-based casinos, tribes, professional sports franchises and arenas and horse racing tracks in order to access a number of markets through a skin. In other markets, we may obtain a license to offer online sports betting and/or iGaming through a direct license offered by the jurisdiction, which in some cases may be subject to a competitive application process for a limited number of licenses. Furthermore, our partnership with Boyd

and contractual relationships with other identified license holders provide us with primarily first skin access for sports betting in states where such access is required. Because the number of skins or direct licenses offered by a jurisdiction may be limited, if we cannot establish, renew or manage our market access relationships in the jurisdictions in which they are required or successfully obtain licenses through the competitive direct license process in other jurisdictions, we would not be allowed to operate in those jurisdictions until we enter into new relationships, which could be at a significantly higher cost if at all. As a result, our business, financial condition and results of operations could be materially and adversely affected.

Furthermore, even if we are successful in obtaining a license, any such license may be subject to onerous licensing requirements, together with sanctions for breach thereof and/or taxation liabilities that may make the market unattractive to us or impose restrictions that limit our ability to offer certain of our key products or services or to market our products in the way we want to. See, for example, “—Risks Relating to Our Business and Industry—Our success may be impacted by our ongoing ability to market to our customers in certain jurisdictions.” In addition, a license may require us to offer our products in partnership or cooperation with a local market participant, thereby exposing us to the risk of poor or non-performance by such market participant of its applicable obligations, which could in turn disrupt or restrict our ability to effectively compete and offer one or more of our products in the relevant market. Finally, the complexity arising as a result of multiple state/regional regulatory regimes, in particular within the United States where gaming is largely regulated at the state level, may result in operational, legal and administrative costs for us, particularly in the short term.

Moreover, our competitors, or their partners, may already be established in a jurisdiction or market prior to our entry (e.g., in certain U.S. states). If regulation is liberalized or clarified in such jurisdictions or markets, then we may face increased competition from other providers and competition from those providers may increase the overall competitiveness of the online betting and iGaming industry. We may face difficulty in competing with providers that take a more aggressive approach to regulation than we do and are consequently able to generate revenues in markets from which we do not accept customers or in which we will not advertise. See “—Risks Relating to Our Business and Industry—Our business is exposed to competitive pressures given the international nature of competition in online betting and iGaming.” Additionally, we may face operational difficulties in successfully entering new markets, even where regulatory issues do not materially restrict such entry. See “—Risks Relating to Our Business and Industry—Our operational efforts to expand our customer base in existing and new geographic markets, particularly with respect to our U.S. business, which is critical to our long-term ambitions, including our efforts to cross-sell to existing customers, may not be successful.”

While clarification and liberalization of the regulation of online betting and iGaming in certain jurisdictions and markets, particularly in the United States, may provide us with growth opportunities, successful expansion into each potential new jurisdiction or market will present us with its own complexities and challenges and is dependent on a number of factors that are beyond our control. Efforts to access a new jurisdiction or market may require us to incur significant costs, such as capital, marketing, legal and other costs, as well as the commitment of significant senior management time and resources. Furthermore, notwithstanding our efforts to access a new jurisdiction or market, our ability to successfully enter such jurisdictions or markets may be affected by future developments in state/regional, national and/or supranational policy and regulation, limitations on market access, competition from third parties and other factors that we are unable to predict and which are beyond our control. As a result, there can be no assurance that we will be successful in expanding the provision of online betting and/or iGaming services into such jurisdictions or markets or that our service and product offerings in such jurisdictions or markets will grow at expected rates or be successful in the long term.

We operate in a heavily regulated environment, and any failure to comply with regulatory requirements in a particular jurisdiction can lead to enforcement action by relevant regulators, fines and revocation or suspension of licenses in those jurisdictions.

Compliance with the various regulations applicable to sports betting and iGaming is costly and time-consuming. Regulatory authorities have broad powers with respect to the regulation and licensing of sports

betting and iGaming operations and may revoke, suspend, condition or limit our sports betting or gaming licenses, impose substantial fines on us and take other actions, any one of which could have a material adverse effect on our business, financial condition and results of operations. These laws and regulations are dynamic and subject to potentially differing interpretations, and various legislative and regulatory bodies may expand current laws or regulations or enact new laws and regulations regarding these matters. As a result, these requirements may be interpreted and applied in a manner that is inconsistent from one jurisdiction to another and may conflict with other rules.

Non-compliance with any such law or regulations could expose us to claims, proceedings, litigation and investigations by private parties and regulatory authorities, as well as substantial fines and negative publicity, each of which may materially and adversely affect our business. Fines have previously been levied against us, particularly in the United Kingdom and United States, including a significant fine by the United Kingdom Gambling Commission (“UKGC”) and certain other fines by relevant U.S. regulators, and it is likely that such enforcement initiatives will not only continue but could also potentially increase in frequency and scope. For example, one of our competitors was recently fined a record £19.2 million by the UK government for failures to comply with the Gambling Act, particularly regarding social responsibility and anti-money laundering rules. See also “—The UK government’s ongoing review of the UK Gambling Act may result in more onerous regulation of the betting and gaming industry in Great Britain, part of our second-largest market, which could have a material adverse effect on our business, financial condition and results of operations.”

In addition to fines and other financial penalties, the consequences of such enforcement action could include a revocation of the relevant entity’s license, a suspension of that license and/or the imposition of certain adverse licensing conditions. The loss of a gaming license in one jurisdiction could trigger the loss of a gaming license or affect our eligibility for such a license in another jurisdiction, and any of such losses, or potential for such loss, could cause us to cease offering some or all of our services or products in the relevant jurisdictions. See also “—We face the risk of loss, revocation, non-renewal or change in the terms of our betting and gaming licenses.”

If regulatory enforcement proceedings are brought against us, there is an increased risk that third parties, including but not limited to customers and third-party service providers, could commence litigation against us, particularly where such regulatory enforcement proceedings have been successful, resulting in reputational damage to our brands. The loss of the goodwill may deter new and existing customers and/or third-party service providers and negatively impact our operating results.

Certain jurisdictions also license key management on an individual basis, and, to the extent that any compliance shortcomings are evident and ultimately pursued through enforcement actions, there is a risk that certain regulatory sanctions could be imposed against our key management. If members of our key management become subject to regulatory sanctions in certain jurisdictions, we may face difficulties in maintaining or renewing existing licenses in other regulated jurisdictions in which we operate or in obtaining new licenses in jurisdictions into which we wish to expand. See also “—In some jurisdictions our key executives, certain employees or other individuals related to the business will be subject to licensing or compliance requirements. Failure by such individuals to obtain the necessary licenses or comply with individual regulatory obligations, could cause our business to be non-compliant with our obligations, or imperil our ability to obtain or maintain licenses necessary for the conduct of our business. In some cases, the remedy to such situation may require the removal of a key executive or employee and the mandatory redemption or transfer of such person’s equity securities that he, she or it holds in us, if any.”

The UK government’s ongoing review of the UK Gambling Act may result in more onerous regulation of the betting and gaming industry in Great Britain, part of our second-largest market, which could have a material adverse effect on our business, financial condition and results of operations.

In December 2020, the UK government commenced a review of the UK Gambling Act, with the objective of: (i) examining whether changes are needed to the system of gambling regulation in Great Britain to reflect

changes to the gambling landscape since 2005 when the UK Gambling Act was introduced, particularly due to technological advances; (ii) ensuring there is an appropriate balance between consumer freedoms and choice on the one hand, and prevention of harm to vulnerable groups and wider communities on the other; and (iii) ensuring customers are suitably protected whenever and wherever they are gambling, and that there is an equitable approach to the regulation of the online and the land-based industries. See “Item 1. Business—Our Licenses—United Kingdom and Ireland—United Kingdom.”

The UK government’s review of the UK Gambling Act is extensive in scope. Key areas under review include:

The call for evidence in connection with the review concluded in March 2021. On April 27, 2023, the UK government issued a white paper, which included proposals to:

This review is in addition to recent reforms introduced by the UKGC. For example, in 2020, the UKGC introduced a ban on the use of credit cards to place bets (for additional information about this ban and its effects on our business, see “—Financial and Banking Risks Relating to Our Operations—We depend on the ongoing support of payment processors and international multi-currency transfer systems”) and issued industry guidance regarding high-value customer schemes (often referred to as VIP programs), which include, among other measures, a requirement for licensed operators to undertake checks to establish that a high-value customer’s spending is affordable and sustainable, whether there is any evidence of gambling-related harm or heightened

risk linked to vulnerability, and that the operator has in place up-to-date evidence relating to the individual’s identity, occupation and source of funds. Further, in February 2021, the UKGC also announced a number of measures that have impacted the design and offer of online slots games, including the banning of the following features with effect from October 31, 2021: (i) features that speed-up play or give the illusion of control over the outcome; (ii) slot spin speeds faster than 2.5 seconds; (iii) auto-play, which can lead to players losing track of their play; and (iv) sounds or imagery which give the illusion of a win when the return is in fact equal to or below a stake.

Further, in September 2021, Public Health England, which was at the time an executive agency of the UK Department of Health, issued a report dealing with the costs of gambling-related harm, in response to which Public Health England has urged the UK government to treat gambling-related harm as a public health issue.

The UKI division is our second-largest division and generated approximately 25.8% of our revenue for fiscal 2023. Although we seek to meet or exceed best practices in operations and customer protection with an emphasis on fair and responsible gaming, changes to regulation arising from the UK government’s review of the UK Gambling Act, or recent or further measures introduced by the UKGC or other bodies, could impede our ability to generate revenue in Great Britain and attract or retain new and existing customers in Great Britain, which could have a material adverse effect on our business, financial condition and results of operations. In line with our strategy to take a leadership role in responsible betting and gaming, we have implemented a broad range of player protections over the last three years during the pendency of the UK government’s review of the UK Gambling Act. We estimate that these changes have resulted in a loss of £150 million in annual revenue from our UKI business and that the incremental revenue impact from the proposed measures announced in the white paper could be between £50 million and £100 million, resulting in a total cumulative revenue impact of between £200 million and £250 million of annual UKI revenue.

The review of the UK Gambling Act could also result in changes to taxation policy applied to the betting and gaming industry. In the event His Majesty’s Treasury observes a reduction in the total taxes collected due to lower operator revenue within the new regulatory environment, this could cause His Majesty’s Treasury to attempt to remedy this reduction in total taxes by increasing tax rates and/or making other tax policy changes related to the betting and gaming industry. In November 2023, the UK government announced that it will consult shortly on proposals to bring remote gambling into a single tax, rather than taxing it through a three-tax structure.

We face the risk of loss, revocation, non-renewal or change in the terms of our betting and gaming licenses.

Our betting and gaming licenses tend to be issued for fixed periods of time, after which a renewal of the license is required. For example, certain licenses held by members of the Group will expire and need to be renewed in the ordinary course of business during the course of 2024. Licenses also typically include a right of revocation for the regulator in certain circumstances, for example, where the licensee is in breach of the relevant license provisions. If any of our betting and gaming licenses are not renewed, there are material delays in renewal, such licenses are revoked or such licenses are renewed on terms which are materially less favorable to us, this may restrict us from providing some or all of our services to customers located in the relevant jurisdiction and may result in our being required or choosing to withdraw from the jurisdiction either temporarily or permanently, either of which would have a consequent material adverse effect on our business, financial condition and results of operations.

In addition, the determination of suitability process as part of any renewal application may be expensive and time-consuming, and any costs incurred are unlikely to be recoverable if the application is unsuccessful. While we have established procedures in place to monitor renewal dates (including substantial internal regulatory teams and retaining outside counsel, where appropriate), the revocation or non-renewal of our licenses could arise if our directors, management, certain shareholders or business partners fail to comply adequately with the suitability, information reporting or other requirements of relevant licensing and regulatory authorities.

There have been, and continue to be, various attempts in the European Union to apply domestic criminal and administrative laws to prevent online betting and iGaming operators licensed in other Member States from operating in or providing services to customers within their territory; the case law of the Court of Justice of the European Union (the “CJEU”) on this issue continues to evolve and the reactions of the governments of EU member states creates uncertainty for iGaming operators.

We permit customers in most EU member states to access our services. There have been, and continue to be, attempts by regulatory authorities, state licensees and incumbent operators, including monopoly operators, in certain EU member states to apply domestic criminal and administrative laws to prevent, or try to prevent, online betting and iGaming operators licensed in other EU member states from operating in or providing services to customers within their territories. The application and enforcement of these principles by the CJEU, the domestic courts and regulatory authorities in various EU member states remains subject to continuing challenge and clarification. There have been, and continue to be, a considerable number of relevant proceedings before the domestic courts of various EU member states and the CJEU. The outcomes of these proceedings remain uncertain, and it may take some years before these proceedings are finally decided.

If the jurisprudence of the CJEU continues to recognize that EU member states may, subject to certain conditions, establish or maintain exclusive licensing regimes that restrict the provision of online betting and iGaming services by operators licensed in other EU member states, this may adversely affect our ability to permit customers in a given EU member state to access one or more of our online betting and iGaming services and to engage in certain types of marketing activity and customer contact. Depending on the way in which national courts or competent authorities interpret EU law, we may have to submit to local licensing, regulation and/or taxation in additional EU member states than is currently the case and/or exclude customers who are based in certain EU member states, either entirely or from certain of our product offerings. Any such consequences could potentially increase our operating costs and/or reduce our revenues in the European Union. Furthermore, the jurisprudence could negatively impact our expansion in the European Union. See also “—The successful execution of our growth strategy, particularly with respect to our U.S. business, which is critical to our long-term ambitions, will depend on successfully expanding our provision of online betting and iGaming services into certain new and existing jurisdictions and markets where the regulatory status of the provision of such services has been clarified or liberalized.”

The regulatory risks that we face may be greater where we have a physical presence.

We hold a number of licenses in a variety of jurisdictions across the globe. While our headquarters is in Dublin, Ireland, we have further offices in 74 other locations as of the date of this Annual Report. Our IT functionality operates in over 31 locations across four continents.

Local authorities are more likely to focus on businesses that have a physical presence in their jurisdiction since it is easier for such authorities to bring or enforce actions against such businesses and freeze their assets if local laws are violated. Any breach by us of local laws in a jurisdiction in which we have a physical presence may be more likely to result in enforcement action taken against us rather than if such breach were to occur in a jurisdiction where we do not have a physical presence. In particular, if we are unable to utilize our infrastructure to run our betting and iGaming operations or as a result of successful enforcement action taken by authorities, this could have a material adverse effect on our business, financial condition and results of operations.

Our business is subject to evolving corporate governance and public disclosure regulations and expectations, including with respect to environmental, social and governance (“ESG”) matters, that could expose us to numerous risks.

We are subject to the evolving rules and regulations with respect to ESG matters of a number of governmental and self-regulatory bodies and organizations, such as the SEC, the New York Stock Exchange (“NYSE”), the European Union, the Irish and UK governments, the UK Financial Conduct Authority (“FCA”)

and the International Sustainability Standards Board, that could make compliance more difficult and uncertain. In addition, regulators, customers, investors, employees and other stakeholders are increasingly focused on ESG matters and related disclosures. These changing rules, regulations and stakeholder expectations have resulted in, and are likely to continue to result in, increased general and administrative expenses and increased management time and attention to comply with or meet those regulations and expectations. Developing and acting on ESG initiatives and collecting, measuring and reporting ESG-related information and metrics can be costly, difficult and time consuming. Further, ESG-related information is subject to evolving reporting standards, including the SEC’s proposed climate-related reporting requirements and CSRD and Corporate Sustainability Due Diligence Directive. Our ESG initiatives and goals could be difficult and expensive to implement, and we could be criticized for the accuracy, adequacy, consistency or completeness of our ESG disclosures. Further, statements about our ESG-related initiatives and goals, and progress against those goals, may be based on standards for measuring progress that are still developing, internal controls and processes that continue to evolve and assumptions that are subject to change in the future. In addition, we could be criticized for the scope or nature of such initiatives or goals, or for any revisions to these goals. If our ESG-related data, processes and reporting are incomplete or inaccurate, or if we fail to achieve progress with respect to our ESG goals on a timely basis, or at all, our reputation and financial results could be adversely affected, and we could be exposed to litigation.

In some jurisdictions our key executives, certain employees or other individuals related to the business will be subject to licensing or compliance requirements. Failure by such individuals to obtain the necessary licenses or comply with individual regulatory obligations could cause our business to be non-compliant with our obligations or imperil our ability to obtain or maintain licenses necessary for the conduct of our business. In some cases, the remedy to such situation may require the removal of a key executive or employee and the mandatory redemption or transfer of such person’s equity securities that he, she or it holds in us, if any.

As part of obtaining real-money gaming licenses, the responsible gaming authority will generally determine the suitability of certain directors, officers and employees and, in some instances, significant shareholders. The criteria used by gaming authorities to make determinations as to who requires a finding of suitability or the suitability of an applicant to conduct gaming operations varies among jurisdictions, but generally requires extensive and detailed application disclosures followed by a thorough investigation. Gaming authorities typically have broad discretion in determining whether an applicant should be found suitable to conduct operations within a given jurisdiction. If any gaming authority with jurisdiction over our business were to find an applicable officer, director, employee or significant shareholder of ours unsuitable for licensing or unsuitable to continue having a relationship with us, we may be required to sever our relationship with that person, which could be materially disruptive to our business. Furthermore, we may be subject to disciplinary action or our licenses may be in peril if, after we receive notice that a person is unsuitable to be a significant shareholder or to have any other relationship with us or any of our subsidiaries, we: (i) pay that person any dividend or interest upon our voting securities; (ii) allow that person to exercise, directly or indirectly, any voting right conferred through securities held by that person; (iii) pay remuneration in any form to that person for services rendered or otherwise; or (iv) fail to pursue all lawful efforts to require such unsuitable person to relinquish his, her or its voting securities.

Our Memorandum and Articles of Association (the “Articles of Association”) provides that any of our ordinary shares or other equity securities owned or controlled by any shareholder whom we determine is an unsuitable person (following consultation with reputable outside gaming regulatory counsel), will be subject to mandatory sale and transfer to either us or one or more third-party transferees.

Additionally, a gaming regulatory body may refuse to issue or renew a gaming license or restrict or condition the same, based on our present or past activities, or the past or present activities of our current or former directors, officers, employees, shareholders or third parties with whom we have relationships, which could materially and adversely affect our business, operations or financial condition. If additional gaming regulations are adopted in a jurisdiction in which we operate, such regulations could impose restrictions or costs that could have a significant adverse effect on us. From time to time, various proposals are introduced in the

legislatures of some of the jurisdictions in which we have existing or planned operations that, if enacted, could adversely affect our directors, officers, key employees or other aspects of our operations. To date, we believe that we have obtained all governmental licenses, findings of suitability, registrations, permits and approvals necessary for our operations. However, we can give no assurance that any additional licenses, permits and approvals that may be required will be given or that existing ones will be renewed or will not be revoked. Renewal is subject to, among other things, continued satisfaction of suitability requirements of our directors, officers, key employees and shareholders. Any failure to renew or maintain our licenses or to receive new licenses when necessary would have a material adverse effect on us.

We are subject to litigation, and adverse outcomes in such litigation could have a material adverse effect on our business, financial condition and results of operations.

We are, and from time to time may become, subject to litigation and various legal proceedings, including litigation and proceedings related to competition and antitrust, intellectual property, privacy, consumer protection, accessibility claims, securities, tax, advertising practices, labor and employment, commercial disputes and services, as well as shareholder derivative suits, class action lawsuits, actions from former employees, suits involving governmental authorities and other matters, that involve claims for substantial amounts of money or for other relief or that might necessitate changes to our business or operations. Additionally, we are likely to expand our operations to jurisdictions which have proven to be litigious environments and we may be subject to claims from customers, shareholders, contractual counterparties or others. Litigation to defend us against claims by third parties, or to enforce any rights that we may have against third parties, may be necessary, which could result in substantial costs and diversion of our resources, causing a material adverse effect on our business, financial condition and results of operations.

For example, in the United States, a subsidiary of TSG was subject to proceedings initiated by the Commonwealth of Kentucky in respect of activities carried out between 2006 and 2011 that resulted in our Group incurring a cash cost of $323 million (which amount includes the associated legal fees) in 2021 in connection with the settlement of those proceedings.

Any litigation to which we are a party may result in an onerous or unfavorable judgment that may not be reversed upon appeal, or in payments of substantial monetary damages or fines, the posting of bonds requiring significant collateral, letters of credit or similar instruments, or we may decide to settle lawsuits on similarly unfavorable terms. These proceedings could also result in reputational harm, criminal sanctions, consent decrees or orders preventing us from offering certain products or requiring a change in our business practices in costly ways or requiring development of non-infringing or otherwise altered products or technologies. Our failure to successfully defend or settle any of these legal proceedings could result in liability that, to the extent not covered by our insurance, could have a material adverse effect on our business, financial condition and results of operations.

We have been, and continue to be, the subject of governmental investigations, settlement agreements and inquiries with respect to the operation of our businesses and we could be subject to future governmental investigations, settlement agreements, inquiries, legal proceedings and enforcement actions. Any such investigations, settlement agreements, inquiries, proceedings or actions could materially and adversely affect our business.

We have received formal and informal inquiries from time to time, from government authorities and regulators, including tax authorities and gaming regulators, regarding compliance with laws and other matters, and we may receive such inquiries in the future, particularly as we grow and expand our operations. Violation of existing or future regulations, regulatory orders or consent decrees has subjected and could in the future subject us to substantial monetary fines and other penalties that could adversely affect our business, financial condition and results of operations. In addition, it is possible that future orders issued by, or inquiries or enforcement actions initiated by, government or regulatory authorities could cause us to incur substantial costs, expose us to