THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt as to the action you should take, you are recommended to seek your own personal financial advice as soon as possible from your stockbroker, bank, solicitor, accountant or other appropriate independent professional financial adviser (being, in the case of Shareholders in Ireland, an organisation or firm authorised or exempted under the Investment Intermediaries Act, 1995 of Ireland (as amended) or the European Union (Markets in Financial Instruments) Regulations 2017 (as amended) or, in the case of Shareholders in the United Kingdom, an adviser authorised pursuant to the Financial Services and Markets Act 2000 (the “FSMA”), or from another appropriately authorised independent financial adviser if you are in a territory outside Ireland or the United Kingdom). This document constitutes a prospectus for the purpose of the EU Prospectus Regulation (as defined below) relating to Flutter Entertainment plc (“Flutter” or the “Company”), in connection with (a) the admission to the premium listing segment of the Official List of the Financial Conduct Authority of the United Kingdom (the “FCA”) and to trading on the London Stock Exchange plc’s (the “London Stock Exchange”) main market for listed securities (together, the “UK Admission”) of all the issued and to be issued ordinary shares of Flutter with a nominal value of €0.09 each (the “Ordinary Shares”) and (b) the admission to a secondary listing on the Official List of The Irish Stock Exchange plc, trading as Euronext Dublin (“Euronext Dublin”) and to trading on the Euronext Dublin Market operated by Euronext Dublin of all of the issued and to be issued Ordinary Shares (the “Irish Admission” and, together with the UK Admission, “Admission”). The Company proposes to issue up to 66,531,782 new Ordinary Shares (the “New Shares”) in connection with a proposed combination (the “Combination”) with The Stars Group Inc. (“TSG”) to be implemented by means of the acquisition of all of the issued and outstanding common shares of TSG by Flutter pursuant to a Court approved plan of arrangement under the Business Corporations Act (Ontario) (the “Plan of Arrangement”). Unless the context otherwise requires, this Prospectus has been drawn up on the assumption that the Combination will become effective as disclosed in further detail in this Prospectus. This Prospectus has been drawn up in accordance with Chapter 1 of Part 23 of the Companies Act 2014, the European Union (Prospectus) Regulations 2019 (SI No 380/2019) (the “Irish Prospectus Regulations”), Part 4 of the Central Bank (Investment Market Conduct) Rules 2019 (SI No 366/2019) (the “Market Conduct Rules”) and Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market, and repealing Directive 2003/71/EC (the “EU Prospectus Regulation”). This Prospectus has been approved by the Central Bank of Ireland (the “Central Bank”), as competent authority under the EU Prospectus Regulation. The Central Bank only approves this Prospectus as meeting the standards of completeness, comprehensibility and consistency imposed by the EU Prospectus Regulation. Such approval should not be considered as an endorsement of the Company that is, or the quality of the securities that are, the subject of this Prospectus nor should it be considered as an endorsement of TSG or any securities of TSG. Investors should make their own assessment as to the suitability of investing in the securities. This Prospectus has been drawn up as a simplified prospectus in accordance with Article 14 of the EU Prospectus Regulation. ___________________________ FLUTTER ENTERTAINMENT PLC (incorporated and registered in Ireland under the Companies Act with registered number 16956) Recommended all-share combination of Flutter Entertainment plc and The Stars Group Inc. Proposed issue of up to 66,531,782 Ordinary Shares of Flutter Entertainment plc in connection with the Combination Application for admission of all of the issued and to be issued Ordinary Shares of Flutter Entertainment plc to the premium listing segment of the Official List of the Financial Conduct Authority and to a secondary listing on the Official List of Euronext Dublin and to trading on the London Stock Exchange’s main market for listed securities and to trading on the Euronext Dublin Market ___________________________ The approval of the Central Bank relates only to the New Shares to be issued in connection with the Combination and admitted to trading on the regulated market of Euronext Dublin and the regulated market of the London Stock Exchange. This Prospectus has been made available to the public in Ireland in accordance with Article 21 of the EU Prospectus Regulation by the same being made available, free of charge, in electronic form on Flutter’s corporate website (https://www.flutter.com/investors/proposed-combination-with-the-stars-group). Flutter has requested that the Central Bank provides a certificate of approval and a copy of this Prospectus to the competent authority in the United Kingdom. This Prospectus will not be passported into any other jurisdiction. Flutter, the directors of Flutter (the “Flutter Directors”), whose names appear on page 97 of this Prospectus, and those individuals who have agreed to become directors of Flutter on the Effective Date (the “Proposed Directors”), whose names appear on page 97 of this Prospectus, accept responsibility for the information contained in this Prospectus. To the best of the knowledge of Flutter, the Flutter Directors and the Proposed Directors, the information contained in this Prospectus is in accordance with the facts and this Prospectus does not omit anything likely to affect the import of such information. You should read this Prospectus and the documents incorporated herein by reference in their entirety. Your attention is specifically drawn to the risk factors set out in the Section “Risk Factors” of this Prospectus. Applications will be made to the FCA for all of the issued and to be issued Ordinary Shares to be admitted to the premium listing segment of the Official List of the FCA and to Euronext Dublin for all of the issued and to be issued Ordinary Shares to be admitted to a secondary listing on the Official List of Euronext Dublin and to the London Stock Exchange for all of the issued and to be issued Ordinary Shares to be admitted to trading on its main market for listed securities and to Euronext Dublin for all of the issued and to be issued Ordinary Shares to be admitted to the Euronext Dublin Market. It is expected that Admission will become effective and that dealings for normal settlement in the New Shares will commence on the London Stock Exchange and Euronext Dublin at 8.00 a.m. (Irish time)/3.00 a.m. (Eastern time) on the business day on which the Plan of Arrangement becomes effective (the “Effective Date”). Prospective investors should rely only on the information contained in this Prospectus and the documents incorporated herein by reference. No person has been authorised to give any information or to make any representations other than those contained in this Prospectus and, if given or made, such information or representations must not be relied on as having been so authorised. Any delivery of this Prospectus shall not, under any circumstances, create any implication that there has been no change in the affairs of Flutter or TSG taken as a whole since, or that the information contained herein is correct at any time subsequent to, the date of this Prospectus or the date of the documents incorporated by reference herein. Flutter will comply with its obligation to publish a supplementary prospectus containing further updated information if so required by law or by any regulatory authority but assumes no further obligation to publish additional information. The contents of this Prospectus are not to be construed as legal, financial or tax advice. Each recipient of this Prospectus should consult his, her or its own legal adviser, independent financial adviser or tax adviser for legal, financial or tax advice. None of Flutter, Goldman Sachs International (“Goldman Sachs”) or any of their respective representatives, is making any representation to any prospective investor in the New Shares regarding the legality of an investment in the New Shares by such prospective investor under the laws applicable to such prospective investor. This Prospectus has been prepared as a requirement of admission to trading on (i) the main market of the London Stock Exchange (as required by Section 85(2) of FSMA) and (ii) the Euronext Dublin Market of Euronext Dublin (as required by Article 3 of the EU Prospectus Regulation), of all of the issued and to be issued Ordinary Shares of Flutter following completion of the Combination, including the New Shares to be issued by Flutter on completion of the Combination. For the avoidance of doubt, the allotment of the New Shares will, if the Combination becomes effective, occur as a consequence of the Plan of Arrangement and not in pursuance of any offer to sell or exchange or invitation to purchase, or the solicitation of an offer or invitation to purchase or subscribe for any securities or to become a member of Flutter. This Prospectus does not constitute an offer of, or the solicitation of an offer to subscribe for or buy, any Ordinary Shares to any person in any jurisdiction. The distribution of this Prospectus in certain jurisdictions may be restricted by law. Other than in Ireland and the United Kingdom, no action has been or will be taken by Flutter to permit an issue of the Ordinary Shares or to permit the possession or distribution of this Prospectus (or any other issuing or publicity materials relating to the Ordinary Shares) in any jurisdiction where action for that purpose may be required.