Flutter SPAC Presentation Deck

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#1KOC Flutter Flutter Entertainment plc Investor Presentation December 2020#2Disclaimer (1/2) THIS PRESENTATION IS FOR INFORMATION PURPOSES ONLY AND IS NOT AN OFFER OF SECURITIES IN ANY JURISDICTION. This Presentation has been prepared and issued by and is the sole responsibility of Flutter Entertainment plc (referred to herein as "Flutter" or the "Company"). This Presentation and the information contained herein is restricted and is not for release, publication or distribution, directly or indirectly, in whole or in part, in, into or from Australia, Canada, Japan, South Africa or any other state or jurisdiction in which the same would be restricted, unlawful or unauthorised (each a "Restricted Territory"). This Presentation is for information purposes only, and neither the information contained in this Presentation nor any further information made available by, or on behalf of, the Company, Goldman Sachs International ("Goldman Sachs") or J&E Davy ("Davy") or any of their respective affiliates, associates or branches or by any of their respective directors, partners officers, employees, members, shareholders, agents, advisers or representatives relating to the Flutter Group constitutes or will constitute (and should not therefore be relied upon as constituting) the basis of any contract or an offer, solicitation, invitation, inducement or recommendation to buy, sell, issue, acquire or subscribe for any assets of, or shares in the capital of the Company or the taking of any other action or the making of any investment, commercial or financial decision. No action has been taken by the Company that would permit an offering of such shares or possession or distribution of this Presentation or any other offering or publicity material relating to such shares in any jurisdiction where action for that purpose is required. Persons into whose possession this Presentation comes are required by the Company to inform themselves about, and to observe, such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of such jurisdictions. This Presentation is not a prospectus for the purposes of the Regulation (EU) 2017/1129 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market (the "Prospectus Regulation") or otherwise and has not been approved by the Central Bank of Ireland or any other regulatory authority. This Presentation does not constitute an offer or invitation for the sale or purchase of securities or any businesses or assets described in it, nor does it purport to give legal, tax or financial advice. Nothing in the Presentation constitutes investment advice and any recommendations that may be contained therein have not been based upon a consideration of the investment objectives, financial situation or particular needs of any specific recipient. No part of this Presentation, nor the fact of its distribution, should form the basis of, or be relied on in connection with, any contract or commitment or investment decision whatsoever. Goldman Sachs International, which is authorised by the UK Prudential Regulatory Authority and regulated by the UK Financial Conduct Authority and the UK Prudential Regulatory Authority, is acting exclusively as joint global co-ordinator and joint bookrunner for the Company and for no one else in connection with the Placing and is not, and will not be, responsible to anyone other than the Company for providing the protections afforded to its clients or for providing advice in relation to the Placing or any other matters referred to in this Presentation. J&E Davy, which is regulated in Ireland by the Central Bank of Ireland is acting exclusively as joint global co-ordinator and joint bookrunner for the Company and for no-one else in connection with the Placing and is not, and will not be, responsible to anyone other than the Company for providing the protections afforded to its clients nor for providing advice in relation to the Placing and/or any other matter referred to in this Presentation. This Presentation is directed only at and may only be communicated to: (A) persons in a Member State of the European Economic Area who are qualified investors ("Qualified Investors") within the meaning of Article 2(e) of the Prospectus Regulation; or (B) in the United Kingdom, Qualified Investors who are also (1) persons having professional experience in matters relating to investments who fall within the definition of "investment professional" in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 of the United Kingdom, as amended (the "Order"), (II) persons who fall within Article 49(2)(a) to (d) ("High Net Worth Companies, Unincorporated Associations, etc") of the Order, or (III) persons to whom it may otherwise be lawfully communicated (all such persons referred to in (A) and (B) above together being referred to as "Relevant Persons"). This Presentation must not be acted on or relied on by persons who are not Relevant Persons. Persons distributing this Presentation must satisfy themselves that it is lawful to do so. Any investment or investment activity to which this Presentation relates is available only to Relevant Persons and will be engaged in only with Relevant Persons. Any failure to comply with this restriction may constitute a violation of the securities laws of such jurisdictions. Persons needing advice should consult an independent financial adviser. Flutter 2#3Disclaimer (2/2) The securities have not been and will not be registered under the U.S. Securities Act of 1933, as amended ("Securities Act"), or under the securities laws of, or with any securities regulatory authority of, any state or other jurisdiction of the United States, and may not be offered, sold or transferred, directly or indirectly, in or into the United States absent registration under the Securities Act or pursuant to an exemption from the registration requirements of the Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States. Any offering of the securities to be made (i) in the United States will be made only to a limited number of "qualified institutional buyers" within the meaning of Rule 144A under the Securities Act ("Rule 144A") in accordance with Rule 144A or pursuant to an exemption from the registration requirements of the Securities Act in a transaction not involving any "public offering" and (ii) outside the United States in offshore transactions within the meaning of, and in reliance on, Regulation S under the Securities Act. No public offering of the securities referred to in this Presentation is being made in Ireland, the United Kingdom, the United States, any Restricted Territory or elsewhere. Cautionary Note Regarding Forward Looking Statements This Presentation contains (or may contain) certain forward-looking statements with respect to certain of the Company's current expectations and projections about future events and the Company's future financial condition and performance. These statements, which sometimes use words such as "aim", "anticipate", "believe", "may", "will", "should", "intend", "plan", "assume", "estimate", "expect" (or the negative thereof) and words of similar meaning, reflect the directors' current beliefs and expectations and involve known and unknown risks, uncertainties and assumptions, many of which are outside the Company's control and difficult to predict, that could cause actual results and performance to differ materially from any expected future results or performance expressed or implied by the forward-looking statement. Statements contained in this Presentation regarding past trends or activities should not be taken as a representation that such trends or activities will continue in the future. Many factors could cause actual results, performance or achievements to differ materially from those projected or implied in any forward-looking statements. The important factors that could cause the Company's actual results, performance or achievements to differ materially from those in the forward-looking statements include, among others, the macroeconomic environment (including the impact of COVID-19), economic and business cycles, the terms and conditions of the Company's financing arrangements, foreign currency rate fluctuations, competition in the Company's principal markets, acquisitions or disposals of businesses or assets and trends in the Company's principal industries. Due to such uncertainties and risks, readers are cautioned not to place undue reliance on such forward-looking statements, which speak only as of the date hereof. In light of these risks, uncertainties and assumptions, the events described in the forward-looking statements in this Presentation may not occur. The information contained in this Presentation, including the forward-looking statements, speaks only as of the date of this Presentation and is subject to change without notice and the Company does not assume any responsibility or obligation to, and does not intend to, update or revise publicly or review any of the information contained herein, whether as a result of new information, future events or otherwise, except to the extent required by the Financial Conduct Authority of the United Kingdom, the London Stock Exchange, Euronext Dublin, the Central Bank of Ireland or by applicable law. No statement in this Presentation is or is intended to be a profit forecast or profit estimate or to imply that the earnings of the Company for the current or future financial years will necessarily match or exceed the historical or published earnings of the Company. Any indication in this Presentation of the price at which the Company's securities have been bought or sold in the past cannot be relied upon as a guide to future performance. The price of shares and the income from them may go down as well as up and investors may not get back the full amount invested on disposal of shares acquired. Past performance is no guide to future performance and persons needing advice should consult an independent financial adviser. Basis of preparation Save as set out below, this Presentation has been prepared on the basis of information held by the Company and also from publicly available information. This Presentation does not purport to contain all the information that may be required by the recipient to make an evaluation of the Company. The recipient should conduct its own independent investigation and assessment as to the validity of the information contained in this Presentation, and the economic, financial, regulatory, legal, taxation, stamp duty and accounting implications of that information. Certain information contained herein is based on management estimates and the Company's own internal research. Management estimates have been made in good faith and represent the current beliefs of applicable members of the Company's management. While those management members believe that such estimates and research are reasonable and reliable, they, and their underlying methodology and assumptions, have not been verified by any independent source for accuracy or completeness and are subject to change without notice, and, by their nature, estimates may not be correct or complete. Accordingly, no representation or warranty (express or implied) is given that such estimates are correct or complete and undue reliance should not be placed on such information. The recipient is strongly advised to consult its own independent advisors on any economic, financial, regulatory, legal, taxation, stamp duty and accounting issues relating to the information contained in this Presentation. Currency Unless otherwise noted, all refer ces to "£" and "GBP" are to the Great British pound sterling and "$", "US$" and USD" are to the U.S. dollar. Flutter 3#4Transaction overview Key Terms Cash Consideration Funding Structure Approvals and Timetable Other Flutter Acquisition of 37.2% of FanDuel Group from Fastball for $4.175bn - Increases ownership in FanDuel from 57.8% to 95% ¹ - Secures stake at a discount reflecting a number of factors; (i) Fastball's minority position, (ii) the provision of price certainty and liquidity to Fastball (iii) the expedition of payment for the full stake • Fastball expected to receive $2,088m in cash and 11.7 million Flutter shares. Following completion of the acquisition and placing, Fastball will own approximately 7% of Flutter • Fastball will be subject to a customary lock-up, with 20% released on 31 March 2021, 30% released on 1 July 2021 and the remaining 50% released on 31 December 2021 • £500m funded through cash on balance sheet, resulting in expected pro forma leverage of <3x Net Debt to Adjusted EBITDA at year-end 2020 • Placing of approximately £1.1bn Acquisition conditional on Flutter shareholder approval as a related party transaction Placing not conditional on acquisition • Expected completion in December 2020 • Flutter intends to offer to FOX the option to purchase 18.5% of FanDuel at fair market value in July 2021, with substantively the same terms and valuation mechanism that the parties previously agreed would have applied to the Fastball put/call options² • Fastball waives all existing rights in relation to its future economic interests in FOXBet 1 Remaining 5% owned by Boyd Gaming 2 No assurances can be provided whether and on what terms any such transaction with FOX would take place#5Compelling rationale for Transaction and timing Significant upside for Flutter and Fastball... Accelerates buy-out of US market leader; bringing Flutter ownership to 95% ✓ Secures a discount to our estimate of fair market value under the buyout option in the existing agreements - Reflects potentially valuable opportunity in light of Flutter's estimate of the intrinsic value of the business as well as a discount to closest peer¹ Reduces shareholding complexity in the US, increasing flexibility to optimise US structure over time ✓ Provides Fastball with opportunity to achieve certainty today: Accelerates liquidity event while providing continued exposure to material upside via new stake in Flutter Flutter Increasing Flutter's exposure to most exciting market ✓ US most attractive opportunity in sector today - - ✓ FanDuel Group is a unique asset - 2021 US states TAM at maturity almost equivalent to UK, Ireland and Australia markets combined - Potential for US to generate very significant profits for Flutter Market leading brand and customer database provides structural cost advantage Ability to leverage Flutter's proprietary technology and trading resources drives product leadership Scale and national presence helping to fund investment 1 Transaction price implies a FanDuel enterprise value of $11.2bn; equates to a discount of over 40% to $20.3bn enterprise value of DraftKings Inc. (as at 27 Nov 2020) 5#6Potential for US to generate significant EBITDA for Flutter 2021 US states TAM¹ at maturity almost equivalent to ...2020 forecast EBITDA from these core markets >$1bn Flutter core markets today... Online gross gaming revenue (GGR) $2.5bn 2018 Gaming Flutter $3.6bn 2019 Sports $7.0bn 2020 c.$9.1bn IDFS/Racing 2.6 5.6 0.9 2021 % pop. (11⁹ 33% c.$9.5bn UK&I 2.4 7.1 2019 2 Australia FanDuel TAM continues to grow: Sportsbook expected to be available to 33% of US population in 2021; 11% for gaming Every +5% of population adds c.$850m to sports betting TAM; c.$1.3bn to gaming TAM UK&I and Australia comparison: 31% online market share in core markets3 — Expected to generate EBITDA of >$1bn in 2020 - US population >3x core markets - Scope for US market size to be a multiple of core markets 1 Total addressable market. Based on Eilers and Krejcik & Flutter estimates. Assumes FanDuel online sportsbook live in 14 states in 2021; Colorado, Indiana, Iowa, Illinois, Louisiana, Maryland, Massachusetts, Michigan (MI), New Jersey (NJ), Ohio, Pennsylvania (PA), Tennessee, Virginia and West Virginia (WV). Assumes FanDuel live in 4 states in 2021 for online gaming: NJ, PA, MI, WV. 2 Regulus and Flutter internal estimates of online sportsbook and gaming market size in 2019. 6 3 2019 estimate.#7Number 1 operator in the US 1 >850¹ I FANDUEL 2020E revenue $m 1.5x Consistent market leader... 540-560² DRAFT KINGS Flutter 3 150-160 BETMGM Q3 2020 market share4 43% 1.7x c. 25% DRAFT FANDUEL KINGS c. 32% Others ...with attractive returns and robust trajectory First online operator to reach >$1bn GGR, with c.$850m expected in net revenue¹ 70%+ revenue growth in 2020 despite Covid disruption Average bet size, bet frequency and customer retention rates all exceeding expectations Overall expected 2020 contribution in NJ of over $40m, now funding investment in additional states5 Compelling customer economics provide clear pathway to future growth and profitability 1 Revenue guidance for FY 2020 Flutter US division as per Flutter Q3 trading update 11 November 2020. 2 Per DraftKing's 3Q 2020 earnings release on 13 November 2020. 3 Per GVC's Q3 2020 trading update on 8 October 2020. 4 Online sportsbook market share is the GGR market share of FanDuel for Q3 2020 in the states in which FanDuel was live in Q3 as per 7 Flutter's Q3 trading update on 11 November 2020. During Q3 FanDuel was live for sports betting in Colorado, Indiana, lowa, Illinois, New Jersey, Pennsylvania and West Virginia. Market share calculations do not include Illinois due to unavailability of September data at that time. 5Refers to contribution of FanDuel NJ online sportsbook and gaming businesses.#8FanDuel database and brand provide structural cost advantage Cross-sell and brand advantage driving market share Over 9.5m customers Approximately 40% of all customers acquired in first two years have come directly from DFS database Enables conversion of customers at low CPAS Strong brand built on >$800m investment to date: Synonymous with US sports Resonates well with mass market customers Strength of brand attracts key strategic partnerships Market access partner of choice Long-term media assets secured - - Flutter While key media assets enhance direct acquisition Sportsbook pre-game integration with Live FanDuel odds board on Emmy award winning "Inside the NBA" on TNT FANDUEL RETURN OF SPORTS IS ANGELES LAKERS ALL-NEW SELTSS WE'VE ADDED $10 TO YOUR ACCOUNT py Link 1 bana par mer (A CARE A FO > TNT LAC 40 LAL 49 2ND 5:22 24 INT Efficient customer acquisition at scale creates attractive path to contribution 17 FANDUEL SPORTSBOOK NBA GAMES- THURSDAY, JULY 30 WINK SPREAD MONEY TOTAL #UTA 43.4% +2.5 +120 O 228.5 NOP 56.6% -2.5 -142 U 228.5 OLAC 35.0% +5 +172 O 219.5 LAL 65.0% -5 -205 U 219.5 Odds and lines subject to change. Gambling Problem? Call 1-800-GAMBLER Sportsbook integration with FanDuel promotion during a live NBA game on TNT 8#9Best-in-class product drives customer engagement and retention Number 1 sports betting app¹ $8.500 Ⓒ CHRISTIAN MCCAFFREY $10.500 $8.67 DERRICK HENRY ΜΙΑ LIVE ODDS PHI F1 HALF LIVE MIA 0 0. 0 PHI 7 10 - 17 0 +18.5 140 17 -21.5 Flutter LIVE +330 OV 44 -110 UN 44 -430 Pick 4 Turt Paradise R1 Runners Thoroughbred St Dit-Fast Fire Pedic Watch Live Top 3 firah 6/1 WN PROB. 14% 1ST 2ND 3 340 5 Exacta tt & 2nd 15 www.PROB. 83% Top 2 - 0005 FAV Proprietary technology drives product leadership Integrated account and wallet creates seamless cross-sell experience Global risk and trading team of over 650 driving product innovation: Only operator with Same Game ParlayTM on NBA, NFL and MLB Broadest selection of betting markets Best in-play product with c.90% availability Proprietary sports betting platform live in West Virginia; remaining states to roll-out in 2021 Improving reliability, scalability and access to Flutter "feature factory", supported by over 3,600 technologists group-wide Customer economics improved by high retention rates INTRODUCING SAME GAME PARLAY BUILD A PARLAY WITH MULTIPLE BETS FROM ONE GAME FANDUEL 2+ and present in NPA, WV or IN Gambing Problem? Call 1-800-GAMBLER WV, visit www.800gamblenet or in indiana, call 1-800-9-WITH-T 3x in-play markets vs competitors on NBA II I 1 Eilers and Krecjik study of 16 sports betting apps in NJ, October 2020. 9#10Diversification and scale funding investment Only operator offering four verticals and free-to-play¹ DFS 41 states Sportsbook 14 states FANDUEL SPORTSBOOK LIVE BETTING IS HERE. Panthers at Sta CHALLES U "Odds are for illustrative Burns only Super 6 free-to-play 49 states Flutter Gaming 4 states ← FANOUEL Most Popular BLACKJACK Table Games BLACKJACK Dalella Slots Roulette Touch ROULETTE ROULETTE can Roulette Touch Blackjad Buckjack CPA ROULETTE Route Touch Shading 10.00 TVG 33 states PLAY ANYWHERE Wager & Watch TVG Live at the Same Time 1:52 FINGER LAKES 9 Om POC-84 WIN PLACE SHOW EXACTA TRIFECTA SUPERFECTA CAPPING NSORT BOLT OF SPEED Buter. Tyler DomenAS GONDPICK 22 BEAM MW Auton, Jos 21 BINDSAY Taggart AmD, Jen SWEETONTHEBEACH BOTTLED UP HANOVER 5/2 Carlson, Eric Lambert Aaron K 353.87 ODILIGNCE O O O DRAFT YOUR TEAM AND PLAY FOR MILLIONS SUNDAY MILLION RRE. Elliott NYGDAL 10 IND & LAC SUNS 3:00.49 TENAD A $7,500 $9.100 19.37 15 24th PLAYED OPMK $8,200 FOXBET Play for Free! SUPER 6 DOWNLOAD THE APP NOW S FanDuel benefits from: Ability to engage customers across 50 states ahead of sports betting and gaming regulation Multi-state operational expertise Over 1,000 employees - —— - Portfolio of significant scale These enablers drive: Enhanced customer economics from multi-product users within the FanDuel eco-system - Positive contribution from existing businesses helps fund sportsbook investment Acquisition at scale with more than 800k customers² acquired year to date across all verticals National presence today creates long term acquisition advantage 1 Includes expected state launches in 2021 as per slide 6. DFS free-to-play is in 50 states with real-money in 41 states. TVG operates in 33 states. FanDuel racing operates in 23 states. FOXBet Super 6 free-to-play is live in 49 states, 10 2Pro forma Flutter US division for 9 months ended 30 September 2020.#11Summary of offering - key placing terms Placing Size Placing Structure Flutter Entertainment plc Lock-Up Bookrunners Timing Flutter Approximately £1.1bn • Undocumented cash placing executed by way of an accelerated bookbuild offering (ABO) • Securities Act exempt offering to limited number of QIBs within the meaning of Rule 144A and under Regulation S 180 days, subject to customary exceptions Goldman Sachs International • J&E Davy • Transaction launch: Afternoon (UK), Thursday, 3 December 2020 11#12Conclusion US most attractive opportunity in sector today Transaction increases ownership in FanDuel; market leader with long runway of potential future growth Taking action now removes uncertainty and increases flexibility to optimise US structure Compelling valuation securing opportunity for significant potential upside for shareholders Flutter 12#13PAR SINGH LEADERS Flutter Appendix 1 - Flutter Group additional slides VALL MEY#14Number 1 global sports betting and gaming business 4 divisions with market leading brands... US FANDUEL FOX BET SUPER 6 TVG POKERSTARS POKER CASINO | SPORTS FOX BET Australia sportsbet .com.au Flutter UK&I sky & gaming betfair PADDYPOWER. International POKERSTARS POKER CASINO | SPORTS betfair adjarabet.com Broad geographic exposure... Rest of the World 23% US 12% Australia 24% UK&I 41% ... and a diversified product mix Retail 6% Other 6% Poker 10% Online gaming 28% Online sports betting 50% Product and geographic diversification based on pro forma revenue for Q3 2020. 14#15Revenue growth accelerated during Q3 Q3 2020 351 278 74 231 320 262 161 1,325 Pro forma revenue £'m PPB Online Retail SBG Australia PokerStars US Group Flutter Q3 2019 322 247 75 183 182 263 93 1,042 YOY CC +10% +14% -2% +26% +76% +5% +82% +30% • Performance driven by strong customer engagement; Group revenue growth of 30% compared to 22% growth in H1 Global average daily customers +41% Double digit customer growth across all divisions • Divisional highlights included: UK & Ireland; Paddy Power and SBG brands took share with revenue growth of +32% and +26% respectively Australia; delivered standout performance; revenue +76%; continuing to benefit from retail to online migration PokerStars; revenue growth normalised to +5% following Q2 boost due to Covid lockdowns US; revenue growth accelerated +82% with return of sports; significantly ahead of other online peers 15#16Flutter www.flutter.com

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