Easyjet PLC — AGM Information 2020

Apr 27, 2020

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. IF YOU ARE IN ANY DOUBT ABOUT THE ACTION TO BE TAKEN, YOU SHOULD IMMEDIATELY CONSULT YOUR STOCKBROKER, SOLICITOR, ACCOUNTANT OR OTHER INDEPENDENT ADVISER AUTHORISED UNDER THE FINANCIAL SERVICES AND MARKETS ACT 2000.

If you have sold or transferred all of your ordinary shares in easyJet plc (the "Company"), you should pass this document, together with the accompanying documents, as soon as possible to the purchaser or transferee or to the person through whom the sale or transfer was made for transmission to the purchaser or transferee.

NOTICE OF GENERAL MEETING REQUISITIONED BY SHAREHOLDERS (PURSUANT TO SECTION 303 OF THE COMPANIES ACT 2006) AND

UNANIMOUS RECOMMENDATION OF YOUR BOARD TO

VOTE AGAINST ALL RESOLUTIONS

EVERY VOTE WILL COUNT AND YOUR VOTE IS IMPORTANT. Voting instructions are on page 15.

Notice of a General Meeting ("GM") of easyJet plc (the "Company"), which has been convened for Friday, 22 May 2020 at 10.00 a.m. at Hangar 89, London Luton Airport, Luton LU2 9PF, is set out in Part III of this document.

YOUR VOTE IS IMPORTANT. We strongly encourage shareholders to vote on all resolutions in advance of the GM by completing an online proxy appointment form appointing the Chairman of the meeting as your proxy. Further details are set out in this document.

The board of directors ("Board") takes the well-being of its employees, customers and shareholders very seriously. Given the UK Government's current guidance on social distancing and prohibition on non-essential travel and public gatherings in place at the date of this Notice, we regret that it will not be possible for shareholders to attend the GM in person. The Company may, depending on the evolving situation, provide a webcast of the GM and details will be made available on the Company's website (corporate.easyjet.com/investors). To the extent there is a webcast, shareholders will not be able to ask questions via the webcast nor be able to vote via the webcast.

The Board will keep the situation under review and may need to make further changes to the arrangements relating to the GM, including how it is conducted, and shareholders should therefore continue to monitor the Company's website (corporate.easyjet.com/investors) and announcements for any updates.

SUMMARY OF NOTICE

Why have I received this notice?

Sir Stelios Haji-Ioannou ("SHI"), through nominee accounts controlled by easyGroup Holdings Limited ("easyGroup"), has requisitioned a General Meeting to vote on resolutions he has proposed to remove the Chairman, John Barton, the CEO, Johan Lundgren, the CFO, Andrew Findlay, and an Independent Non-Executive Director, Andreas Bierwirth, as directors of the Company.

What is the meeting about?

The purpose of the General Meeting is to give shareholders the opportunity to vote on these resolutions, which represent an attempt by SHI to force the Board to terminate our long term aircraft supply contract with Airbus (the "Airbus Contract"). These resolutions and the action SHI is trying to force on the Company are not supported by the Board.

Why VOTE AGAINST the resolutions?

Your Board unanimously recommends all shareholders VOTE AGAINST the resolutions. Removing four directors from the Board, including the Chairman, CEO and CFO without replacements would be unprecedented and place the Company at serious risk.

How do I vote?

Your vote is important, and every vote will count. PLEASE VOTE ONLINE by Wednesday, 20 May 2020 at www.sharevote.co.uk, or by completing the enclosed Form of Proxy and returning to Equiniti, or through the CREST voting service. Further details are set out in the explanatory notes on page 15.

Although we will keep the situation under review, given the UK Government's current guidance on social distancing and prohibition on non-essential travel and public gatherings, attendance or voting at the GM in person will not be possible.

THE BOARD UNANIMOUSLY RECOMMENDS SHAREHOLDERS VOTE AGAINST ALL THE RESOLUTIONS

Why are these resolutions being requested?

The resolutions to remove directors are an attempt to force the Board to cancel the contract with Airbus.

The Board believes cancelling the contract is not in the best interests of the Company or shareholders as a whole.

A single fleet type allows us to:

• Be more efficient most low-cost airlines have a single fleet type
• Keep costs low especially from a maintenance and operations perspective
• Leverage scale via negotiating deals on improved terms

We work with Airbus because:

• In 2002, when SHI was Chairman, easyJet set out its plans to switch to an Airbus fleet with an initial planned order for 120 aircraft
• As a customer of scale, easyJet is able to achieve significant purchase benefits reducing cost of ownership and providing competitive advantage
• The strong partnership gives easyJet significant order book flexibility
• Remaining with a single supplier of aircraft allows for single fleet efficiencies

Why cancelling the Airbus Contract would be a mistake:

• We already have the ability to flex the fleet down no need to terminate
• A broken relationship with Airbus would be damaging huge impediment to ongoing operations
• It provides the ability to renew and modernise our fleet, reduce our carbon footprint and lower costs we require replacement aircraft
• Cancelling the contract would be costly highly material termination costs
• The Airbus single supplier relationship has been an important part of the Board's successful strategy. That strategy has delivered >640% in Total Shareholder Returns from 14 November 2008 until the Covid-19 outbreak, including almost £1.8 billion of dividends since 2012

Your Board needs to be focused on making sure easyJet survives:

• As a result of decisive and urgent action taken by the Board, the Company has sufficient liquidity for a prolonged grounding and to meet its existing obligations
• We need to continue to focus on protecting the interests of shareholders and wider stakeholders to manage through the Coronavirus crisis

The resolutions are an attempt to force the Board to cancel the contract with Airbus. The Board believes cancelling the contract is not in the best interests of the Company or shareholders as a whole.

Removing four directors from the Board, including the Chairman, CEO and CFO, would be extremely damaging and destabilising at this time.

A decisive show of support for your Board by VOTING AGAINST these resolutions will allow the Company to continue its focus on ensuring easyJet emerges from the pandemic as a sustainable and successful business

EXPECTED TIMETABLE

4 Notice of General Meeting 2020

Action	Time and/or date
Date of receipt of valid requisitions	8 April 2020 and 17 April 2020
Date of this Notice	27 April 2020
Latest time and date for receipt of Forms of Proxy from Shareholders	10.00 a.m. on Wednesday, 20 May 2020
Time and date of requisitioned General Meeting	10.00 a.m. on Friday, 22 May 2020

Other than the date of receipt of the valid requisitions and this Notice, each of these times and dates in the table above may be subject to change. The Board will keep the situation under review and may need to make further changes to the arrangements relating to the GM, including how it is conducted, and shareholders should therefore continue to monitor the Company's website (corporate.easyjet.com/investors) and announcements for any updates.

PART I

LETTER FROM JOHN BARTON, CHAIRMAN

Notice of a General Meeting requisitioned by shareholders and Board recommendation to VOTE AGAINST all resolutions

27 April 2020

Dear Shareholder,

I am writing to inform you that a General Meeting ("GM") of the Company will be held at 10.00 a.m. on Friday, 22 May 2020 at Hangar 89, London Luton Airport, Luton LU2 9PF. Given the UK Government's current guidance on social distancing and prohibition on non-essential travel and public gatherings in place at the date of this Notice, we regret that it will not be possible for shareholders to attend the GM in person. Further details of how to vote and ask questions are set out on pages 14 to 16.

The board of directors ("Board") is required to convene the GM following requisition notices received from certain shareholders holding more than 5% of the Company's share capital. The Board understands that easyGroup Holdings Limited ("easyGroup") is the ultimate beneficial holder of these shares and that the resolutions have been proposed at the direction of Sir Stelios Haji-Ioannou ("SHI"). The formal notice of the GM is set out in Part III on page 13 of this document.

The resolutions proposed at the direction of SHI are to remove as directors of the Company:

• 1. The Chairman, John Barton
• 1. The Chief Executive Officer, Johan Lundgren
• 1. The Chief Financial Officer, Andrew Findlay
• 1. Independent Non-Executive Director, Andreas Bierwirth

The purpose of this letter is to explain why the GM is being called, why the Board strongly recommends that you should VOTE AGAINST all resolutions and the action you need to take to vote.

Why the GM is being called

The resolutions proposed at the direction of SHI call for the removal of four key members of the Board. However, SHI has made clear that these resolutions are designed to force the Board to cancel easyJet's long-term aircraft supply contract with Airbus ("Airbus Contract"). Consequently this letter focuses on addressing certain matters in respect of the Airbus Contract. It also sets out on page 9 the critical role the four directors play in the Company's success.

The Board strongly believe that termination of the Airbus Contract is not in the best interests of the Company or its shareholders as a whole.

easyGroup and its beneficial owner SHI have often opposed the Company's plans to modernise and grow its fleet under the Airbus Contract, despite other shareholders supporting this. SHI publicly opposed the strategy of fleet expansion in 2008, and again in 2010 when he resigned from the Board over the matter. The Board at that time believed his views were wrong, and the current Board believes they are still wrong, and that the Company's growth and financial performance are proof that the strategy is the right one. Total Shareholder Returns from 14 November 2008 to 21 February 2020 (prior to the widespread impact of Covid-19) are >640%.

This document will outline the actions the Board has taken to address the challenges presented by the Covid-19 pandemic, before focusing in more detail on the following key points:

• 1. Why the Board strongly disagrees with SHI's request that the Airbus Contract be terminated
• 1. Why the Board recommends shareholders vote against the resolutions proposed at SHI's direction

Part I continued

The Company has taken decisive and urgent action and has sufficient liquidity to survive a prolonged grounding

Covid-19 has had an unprecedented impact on the airline sector. The Board of easyJet has been entirely focused on protecting the interests of its shareholders as a whole and its wider stakeholders by ensuring the Company has sufficient liquidity and access to funding to manage through the Coronavirus crisis and has put the Company on a sound footing to endure a prolonged grounding and wider disruption for many months.

Actions taken to date include:

• Significantly reducing capex by circa £1bn over three years, including through the agreement reached with Airbus to defer the delivery of 24 aircraft (announced on 9 April 2020). This and other steps have given the Company substantial flexibility in shaping fleet size to match demand as flying resumes, as illustrated below. Further fleet size reduction can be achieved if required through aircraft sale and non-renewal of leases.

Total easyJet Fleet Plan Post-Deferrals

• Making significant progress in reducing operating cash spend weekly operating costs have been reduced to between £30-40m, more than two thirds lower than the average of £125m per week during normal flying, by:
  • Removing non-critical expenditure from the business
  • Reaching agreement with our unions so that the vast majority of easyJet's people are on furlough
  • Quickly grounding the fleet in a well planned and executed manner
• Boosting liquidity through securing a £600m loan on commercial terms through the UK's Covid Corporate Financing Facility and by drawing down an existing Revolving Credit Facility (\$500m)
• Arranging an additional circa £400m in term loans to bolster long term financing

Approximately 50% of the Company's fleet remains unencumbered, ensuring that additional liquidity can be raised if necessary. Management is preparing for a number of scenarios and can activate other options to raise further liquidity and funding if necessary.

Taken together these measures will ensure that under current commercial conditions easyJet is able to manage a prolonged grounding. This is testimony to the resilience of the Company, its business model, the decisive actions of the Board and the robustness of the balance sheet going into the Covid-19 crisis.

In these exceptional circumstances, significant uncertainty exists as to when travel restrictions across Europe will be eased, the pace at which customers will return to air travel, and therefore the demand environment post Covid-19. The Board and Airline Management Board have been very actively planning for various scenarios and believe the Airbus Contract supports the flexibility required to react swiftly to changing demand and to remain competitive both for increases and decreases in demand. This scenario planning was a key component of the recent deferral agreed with Airbus.

Fleet management, of which the Airbus Contract is a critical component, has led to significant shareholder value creation

Background to the Airbus Contract

On 18 June 2013, the Company announced that it had entered into the Airbus Contract for the supply to the Company of 35 Current Generation A320 Aircraft for delivery between 2015 and 2017 and 100 New Generation A320 NEO Aircraft which were planned for delivery from 2017 until 2022. In addition, Airbus granted the Company additional rights to acquire up to 100 further New Generation A320 NEO Family Aircraft.

The Airbus Contract was approved by shareholders at the Company's general meeting on 11 July 2013.

The Board's strategy, of which the Airbus Contract has been a critical component, has led to sustainable profitability for easyJet and considerable value creation for shareholders as a whole.

TSR – easyJet vs. Airline Peers and the FTSE 100/350

• SHI had objected to the fleet plans in 2008 and voted against the Airbus Contract in 2013
• easyJet created >640% in Total Shareholder Returns from 14 November 2008 to 21 February 2020 (prior to the widespread impact of Covid-19)

The Airbus Contract has underpinned a modernised, cost-effective and flexible fleet, ensuring that easyJet is able to maintain its low operating costs and maintain a competitive advantage in fleet costs.

The strategy has also delivered >640% in Total Shareholder Returns from 14 November 2008 until the Covid-19 outbreak, including almost £1.8 billion of dividends since 2012.

The Airbus Contract remains a critical component of easyJet's future strategy

easyJet selected Airbus as a preferred supplier in 2002 when SHI was Chairman. Operating a single aircraft type increases efficiency and is common across low cost airlines. It lowers both operating costs and supports scale efficiencies in procurement. The scale of the easyJet fleet also ensures that an in-depth partnership is maintained with Airbus, supporting order book flexibility, analytical support capability and access to technical knowledge.

Cost Efficiency:

• The remaining contract is orders for the more fuel and cost efficient A320 (186 seats) and A321 NEO (235 seats) aircraft, reducing unit costs by over 20% versus our existing A319 fleet. This is crucial as we see our core low cost competition transition from smaller aircraft to 737-MAX200 (197 seats) and A321 NEO (239 seats).
• A substantial proportion of future deliveries under the Airbus Contract will replace aircraft approaching 16-18 years of age. Aircraft which exceed 16-18 years of age incur substantial maintenance costs and materially higher fuel burn. On a like for like basis, replacing an 18 year old A320 CEO with a new A320 NEO provides significant cost savings over the life of the new aircraft.

Part I continued

• The Airbus Contract provides substantial flexibility to allow the Company to manage the future size of easyJet's fleet to reflect the actual trading environment as explained above.
• The Board has used this flexibility multiple times, as demonstrated by the deferral of 12 aircraft announced in November 2019.
• easyJet also negotiated the additional 24 aircraft deferrals in response to the Covid-19 crisis, announced in April 2020.
• The current contract also provides for easyJet to be compensated for any delivery delays.

Sustainability:

• The modernisation of the fleet through the Airbus Contract is a core component of our sustainability strategy. easyJet must continue to invest in replacing old technology aircraft with new technology aircraft to remain competitive as environmental considerations become core to taxation regimes and future customer choice.

The Airbus Contract is crucial to the Company's commercial, operational and financial prospects

• The current Airbus relationship provides significant flexibility to enable easyJet to adjust its delivery profile, fleet size and capex spend.
• The Airbus Contract entitles easyJet to warranties, required maintenance, avionics and other technical support which are critical to the operation of the easyJet fleet. It would be very difficult (and may well be impossible) to replicate that support on the open market.
• Even if that support could be replicated on the open market, including from Airbus, it would be at much less competitive rates. Termination would thus lead to a significant increase in the operating cost of the fleet.
• The Airbus Contract does not contain a clause allowing the Company to walk away from its obligations or substantially amend its terms in light of the Covid-19 crisis, which is standard for long-term aircraft purchase agreements of this type. Accordingly, the Company has no right to unilaterally terminate the Airbus Contract because of the Covid-19 crisis.
• The one off costs associated with termination would be very material and taken together with the future value anticipated to be generated from this very competitive contract, the Board believes that termination would be hugely detrimental and seriously impact the Company's ability to operate as a low cost airline.

In the longer term, the Board believes retaining the Airbus Contract allows it to ensure that easyJet is in the best position possible to resume flying and be a successful survivor once the pandemic is over. As we manage the weeks and months of uncertainty ahead, we must also look over the horizon at the years beyond and make sure that easyJet remains well positioned to lead and when and where appropriate, grow. The Airbus Contract provides the Company with significant flexibility and will allow the Company to manage the future size of easyJet's fleet both up and down to reflect the actual trading environment.

Response to concerns about Airbus investigations by authorities

In his letter of 29 March 2020, SHI asked questions about what the Company has done since news of the investigations by international authorities into allegations that Airbus paid bribes to obtain certain high-value contracts was published. The Company is aware of these investigations but has not been involved in them nor is the Board aware that any allegation has been made concerning Airbus's relationship with easyJet.

The Board firmly rejects any insinuation that easyJet was involved in any impropriety. The Board is clear that it has maintained the highest standards of governance and scrutiny in respect of its aircraft procurement processes. Given the significance of the potential transaction, easyJet appointed external independent accountants BDO to carry out an on-going review of the controls surrounding the fleet selection process which culminated in the 2013 Airbus Contract. The audit report confirmed that robust procurement, project management and governance processes were in place and had been followed.

Why the Board recommends shareholders vote against SHI's motions

Whilst the resolutions proposed at SHI's direction seek to remove four key directors from the Board, it is clear from SHI's statements that the resolutions are designed to force the Board to terminate the Airbus Contract.

• The vote is therefore in essence a direct choice between the Board's strategy as outlined above and SHI's stated aim which has no strategic foundation and requires the Board attempting to unilaterally terminate its legally binding contract with Airbus. For the reasons explained above, termination of the Airbus Contract is not in the best interests of the Company and would be financially and operationally detrimental. In any event, the Board has successfully negotiated the flexibility it needs on the timing of delivery of aircraft to ensure the Company has sufficient liquidity in the short-term and operational flexibility to pursue its post-Covid-19 crisis strategy.
• Removing four key members of the Board at this critical and unprecedented time is not in the best interest of the Company or its shareholders as a whole and would be highly damaging to the Company and its stability.

The four directors, whom SHI proposes to remove from the Board, play a vital role in managing and navigating your Company, including through the unique challenges posed by Covid-19 and each of them have contributed to the formulation and implementation of its successful strategy:

1. John Barton (Chairman):

• John brings a wealth of Plc Board experience and valuable commercial expertise to easyJet and is providing consistent and stable leadership to the Board during this unprecedented time.
• He has chaired major quoted companies for over 23 years and has deep financial expertise and a strong understanding of competitive consumer markets.
• He has a detailed knowledge and understanding of the easyJet business.

2. Johan Lundgren (CEO):

• Johan brings proven experience in European travel with more than 30 years' experience working in the travel industry. He is an experienced leader who is providing strong leadership to the business at this critical time.
• He is strategic yet operationally focussed, having designed and implemented a number of easyJet's key strategic initiatives since appointment:
  • easyJet's "Our Plan" which sets out clear and measurable areas of priorities that delivers value for shareholders
  • Shaping the new sustainability strategy, which led to easyJet becoming the world's first major airline to operate net-zero carbon flights by offsetting the carbon emissions from the fuel used on all flights
  • The relaunch of easyJet Holidays
  • Innovating through data, with initiatives that have already delivered exceptional results within yield management and signification elimination of costs by reducing disruption
• Under Johan's leadership, easyJet has been named the "Best Low-Cost Airline in Europe" at the Skytrax World Airlines Awards 2019, won a UK Glassdoor "Employees' Choice" Award and has been voted one of Britain's Most Admired Companies.

3. Andrew Findlay (CFO):

• Andrew has been fundamental to the Company's recent focus on preserving liquidity, leading on the following:
  • Liaising with regulators and government on cost alleviation measures
  • Delivering a successful negotiation with Airbus on the deferral of aircraft over the financial years 2020, 2021 and 2022
  • Securing required liquidity via the CCFF, term loans and RCF
  • Liaising with rating agencies and other counterparties to ensure relationships continue to be well managed
• He brings strong leadership, strategic thinking and communication skills and an in depth expertise in the structure and operation of easyJet as an airline, and commercial finance, strategy, finance and markets expertise.

Part I continued

• He has also played a critical role in a number of the key initiatives since appointment, including:
  • Relaunching a cost reduction programme in 2015 and delivering c£100m in savings per annum
  • Reviewing easyJet's capital structure resulting in revised liquidity policy and aircraft residual value risk management via a programme of Sale and Leasebacks
  • Securing an industry leading credit rating
  • Launching an EMTN programme and delivered three benchmark sized bonds successfully issued securing low-cost access to funds
  • Providing strong, consistent and stabilising leadership during the transition between CEOs in 2017

4. Andreas Bierwirth (Independent NED):

• Andreas brings a valuable European perspective to Board deliberations. This has included providing clear insight to the process for establishing a European airline as part of the Company's preparations for Brexit
• During his time at Lufthansa and Austrian Airlines he helped to manage the airline through the difficult financial crisis. This first-hand experience is extremely valuable to the Board discussion as the Company navigates the current crisis
• Andreas is an active commercial pilot, and has brought his considerable airline experience to his Chairmanship of the Safety Committee, helping navigate complex issues such as the drone incidents in 2019
• He has provided valuable support to management in relation to operations in France, Germany, Switzerland and other broader pan-European issues

Full biographical details of all our directors can be found on our corporate website (http://corporate.easyjet.com/about/ management/board-of-directors).

The Board unanimously recommends all shareholders to VOTE AGAINST these resolutions

• 1. The resolutions to remove the directors are designed to force the Company to terminate its Airbus Contract – this is not in the best interests of the Company or its shareholders as a whole and would expose the Company to significant financial and operational risk
• 1. Removing four directors from the Board, including the Chairman, CEO and CFO, would be extremely damaging at this time and places the Company at grave risk
• 1. As a result of decisive and urgent action taken by the Board, the Company has sufficient liquidity for a prolonged grounding and to meet its existing obligations
• 1. The Airbus Contract has been central to the Board's successful strategy that has delivered >640% in Total Shareholder Returns from 14 November 2008 until the Covid-19 outbreak
• 1. The Airbus Contract is vital to ongoing operations today and remains an integral part of the Company's future strategy
• 1. Liabilities triggered by an attempted unilateral termination of the contract without cause would be hugely detrimental (and seriously impact the Company's ability to operate as a low-cost airline)

Actions to be taken

The Board takes the well-being of its employees, customers and shareholders very seriously. Given the UK Government's current guidance on social distancing and prohibition on non-essential travel and public gatherings in place at the date of this Notice, we regret that it will not be possible for shareholders to attend the GM in person.

We anticipate that only the Chairman and a limited number of directors and employees will be in attendance at the GM to ensure a quorum and to conduct the business of the GM. No other directors or members of Executive Management will attend and social distancing measures will be in place in order to comply with current requirements.

The Company may, depending on the evolving situation, provide an audio webcast of the GM and details will be made available on the Company's website (corporate.easyjet.com/investors). To the extent there is a webcast, shareholders who participate by joining the webcast will not be considered to be in attendance at the meeting and will not be able to cast their votes at the meeting. Shareholders may not be able to ask questions via the webcast and should submit questions in advance as below.

We therefore strongly encourage shareholders to vote on all resolutions in advance of the GM by completing an online proxy appointment form appointing the Chairman of the meeting as your proxy, to register any questions in advance and not to attend the meeting in person. The Board unanimously recommends all shareholders VOTE AGAINST the proposed resolutions.

How do I vote?

Given that the UK Government's current restrictions mean that neither you nor any person you might appoint other than the Chairman of the meeting will be able to attend the meeting in person, you are strongly encouraged to appoint the Chairman of the meeting as your proxy. Shareholders can register their votes and the appointment of the Chairman of the meeting as their proxy electronically through Equiniti's website at www.sharevote.co.uk where full instructions on the procedure are given. A proxy appointment made electronically will not be valid if sent to any address other than those provided or if received after 10.00 a.m. on Wednesday, 20 May 2020. Further details are set out in the notes on page 15.

Alternatively you will find enclosed a Form of Proxy which you can use to submit your vote in advance of the GM. Please complete, sign and return the enclosed form as soon as possible in accordance with the instructions printed thereon. Forms of Proxy should be returned so as to be received by the Company's registrars, Equiniti, Aspect House, Spencer Road, Lancing, West Sussex, BN99 6DA as soon as possible and in any event no later than 10.00 a.m. on Wednesday, 20 May 2020, being 48 hours before the time appointed for the GM.

Shareholders are encouraged to submit their voting instructions and Form of Proxy as soon as possible, even if they might intend to attend the GM in person should the Coronavirus situation and the UK Government's guidance change so as to permit this. Shareholders can submit questions to the Board in advance of the GM by emailing cosec@easyjet.com by no later than 10.00 a.m. on Wednesday, 20 May 2020. We will consider all questions received and, if appropriate, provide a written response or publish answers on our website corporate.easyjet.com.

The Board will keep the situation under review and may need to make further changes to the arrangements relating to the GM, including how it is conducted, and shareholders should therefore continue to monitor the Company's website and announcements for any updates.

The steps set out above are necessary and appropriate ones to take given the current Covid-19 pandemic. The Board would like to thank shareholders for their understanding in these exceptional times.

BOARD RECOMMENDATION

Your Board considers that all the requisitioned resolutions to remove valued directors (and the underlying objective of cancelling the Airbus Contract), if passed, would do great harm to the Company and be detrimental to the interests of its shareholders as a whole.

Your Board unanimously recommend you VOTE AGAINST all resolutions.

Yours faithfully

	JOHN BARTON
Chairman

PART II

LETTER FROM CHARLES GURASSA, NON-EXECUTIVE DEPUTY CHAIRMAN AND SENIOR INDEPENDENT DIRECTOR

Unanimous Board recommendation to VOTE AGAINST all resolutions at the requisitioned General Meeting

27 April 2020

Dear Shareholder,

Given the theoretical possibility that the Chairman, John Barton, the CEO, Johan Lundgren, the CFO, Andrew Findlay, and Independent Non-Executive Director, Andreas Bierwirth, might be perceived to be conflicted in relation to the resolutions proposed by easyGroup, I am writing on behalf of all members of the Board who are not the targets of the resolutions to confirm that we are unanimous in supporting the arguments and recommendations to shareholders, including those relating to the Airbus Contract, all as set out in John Barton's letter (Part I of this document).

Yours faithfully

CHARLES GURASSA

Non-Executive Deputy Chairman and Senior Independent Director

PART III

Notice of General Meeting

Notice is hereby given that a General Meeting of the Company will be held at Hangar 89, London Luton Airport, Luton LU2 9PF on Friday, 22 May 2020 at 10.00 a.m. to consider and, if thought fit, to pass the resolutions below as ordinary resolutions.

Resolutions (1) and (2) have been requisitioned pursuant to section 303 of the Companies Act 2006 by UBS Private Banking Nominees Limited and resolutions (3) and (4) have been requisitioned pursuant to section 303 of the Companies Act 2006 by UBS Private Banking Nominees Limited and Vidacos Nominees Limited. UBS Private Banking Nominees and Vidacos Nominees Limited are registered shareholders of the Company. The Board understands that easyGroup Holdings Limited is the ultimate beneficial holder of the shares being exercised by UBS Private Banking Nominees Limited and Vidacos Nominees Limited.

ORDINARY RESOLUTIONS

• 1. To remove Robert John Orr Barton as a director of easyJet plc pursuant to section 168(1) of the Companies Act 2006 with immediate effect.
• 1. To remove Johan Peter Lundgren as a director of easyJet plc pursuant to section 168(1) of the Companies Act 2006 with immediate effect.
• 1. To remove Andrew Robert Findlay as a director of easyJet plc pursuant to section 168(1) of the Companies Act 2006 with immediate effect.
• 1. To remove Andreas Bierwirth as a director of easyJet plc pursuant to section 168(1) of the Companies Act 2006 with immediate effect.

27 April 2020

Registered office: Hangar 89, London Luton Airport, Luton, Bedfordshire LU2 9PF Registered in England and Wales with registered number 3959649.

Important notes regarding your general rights as a shareholder and your right to appoint a proxy and voting can be found on pages 14 to 16 of this Notice.

NOTES

The following notes explain your general rights as a shareholder and your rights to attend and vote at the GM or to appoint someone else to vote on your behalf.

Eligibility to attend and vote at the GM

• 1. The Board takes the well-being of its employees, customers and shareholders very seriously. Given the UK Government's current guidance on social distancing and prohibition on non-essential travel and public gatherings in place at the date of this Notice, we regret that it will not be possible for shareholders to attend the GM in person as highlighted on page 11. Any shareholders who try to attend the GM will be turned away. We anticipate that only the Chairman of the meeting and a limited number of directors and employees will be in attendance at the GM to ensure a quorum and to conduct the business of the GM. No other directors or members of management or the Company's advisors will attend and social distancing measures will be in place in order to comply with current requirements. The Company may, depending on the evolving situation, provide an audio webcast of the GM and details will be made available on the Company's website (corporate.easyjet.com/investors). To the extent there is a webcast, shareholders who participate by joining the webcast will not be considered to be in attendance at the meeting and will not be able to cast their votes at the meeting. Shareholders may not be able to ask questions via the webcast and should submit all questions in advance in accordance with note 15. The Board will keep the situation under review and may need to make further changes to the arrangements relating to the GM, including how it is conducted, and shareholders should therefore continue to monitor the Company's website and announcements for any updates.
• 1. To be entitled to vote at the GM, whether in person or by proxy, members must be registered in the register of members of the Company at 6.30 p.m. on Wednesday, 20 May 2020 (or, if the GM is adjourned, at 6.30 p.m. on the date that is two days prior to the adjourned GM). Changes to entries on the register of members after 6.30 p.m. on 20 May 2020 (or, if the GM is adjourned, at 6.30 p.m. on the date that is two days prior to the adjourned GM) shall be disregarded in determining the rights of any person to attend or vote (and the number of votes they may cast) at the GM or adjourned GM.

Entitlement to appoint a proxy

• 1. Shareholders are strongly encouraged to vote on all resolutions in advance of the GM by completing an online proxy appointment form appointing the Chairman of the meeting as your proxy, to register any questions in advance and not to attend the GM in person. A member entitled to vote at the GM may appoint one or more persons (who need not be members) as their proxy or proxies to exercise all or any of their rights to vote at the GM. A member can appoint more than one proxy in relation to the GM, provided that each proxy is appointed to exercise the rights attaching to a different share or shares held by them. Completion and submission of an instrument appointing a proxy will not preclude a member from attending and voting in person at the GM, should the Coronavirus situation and the UK Government's guidance change so as to permit this.
• 1. A proxy need not be a member of the Company, but must attend the GM in person to represent you. Given that the UK Government's current restrictions mean that neither you nor any person you might appoint other than the Chairman of the meeting will be able to attend the meeting in person, you are strongly encouraged to appoint the Chairman of the meeting as your proxy. Details of how to appoint the Chairman of the meeting as your proxy using the Form of Proxy are set out on the Form of Proxy and in its notes. Appointing a proxy does not preclude you from attending the GM and voting in person on any matters in respect of which the proxy or proxies is or are appointed, should the Coronavirus situation and the UK Government's guidance change so as to permit this. In the event that you are able to and to the extent that you personally vote your shares, your proxy shall not be entitled to vote and any vote cast by your proxy in such circumstances shall be ignored.
• 1. To ensure your votes are cast in accordance with your wishes, we strongly encourage you to appoint the Chairman of the meeting as your proxy given that the UK Government's current restrictions mean that neither you nor any other person you might appoint as your proxy will be able to attend the GM in person. Shareholders are encouraged to submit their voting instructions and Form of Proxy as soon as possible, even if they might intend to attend the GM in person should the Coronavirus situation and the UK Government's guidance change so as to permit this. Details on how to do this are set out in notes 7 and 8.

Corporate representatives

1. A member of the Company which is a corporation may authorise a person or persons to act as its representative(s) at the GM. In accordance with the provisions of the Companies Act 2006, each such representative may exercise (on behalf of the corporation) the same powers as the corporation could exercise if it were an individual member of the Company, provided that they do not do so in relation to the same shares. Given the UK Government's current restrictions prohibit attendance at the GM, corporations should consider appointing the Chairman of the meeting as proxy or corporate representative to ensure their votes are cast in accordance with their wishes.

How to vote

• 1. Shareholders are strongly encouraged to register the appointment of their proxy electronically via the internet through Equiniti's website at www.sharevote.co.uk where full instructions on the procedure are given. The Voting ID, Task ID and Shareholder Reference Number printed on the Form of Proxy will be required in order to use this electronic proxy appointment system. Alternatively, shareholders who have already registered with Equiniti's online portfolio service, Shareview, can appoint their proxy electronically by logging on to their portfolio at www.shareview.co.uk, logging onto their portfolio using their usual user ID and password, then clicking on "View" on the "My Investments" page, leading to the link to vote. The on-screen instructions give details on how to complete the proxy appointment process. A proxy appointment made electronically will not be valid if sent to any address other than those provided or if received after 10.00 a.m. on Wednesday, 20 May 2020. Proxies may also be appointed through CREST in accordance with note 10 below.
• 1. As an alternative to registering the appointment of their proxy electronically, a Form of Proxy, which may be used to make this appointment of proxy and give proxy instructions, accompanies this Notice. To be valid the Form of Proxy for use at the GM: (i) shall be in writing made under the hand of the appointor or of their attorney duly authorised in writing or, if the appointor is a corporation, under its common seal or under the hand of some officer or attorney or other person duly authorised in that behalf (and the signature on the appointment of proxy need not be witnessed); and (ii) must be received, together with the power of attorney or other authority (if any) under which it is authenticated, or a certified copy of such authority or in some other way approved by the Board, by the Company's registrars, Equiniti Limited, at Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA not less than 48 hours before the time appointed for holding the GM being not later than 10.00 a.m. on Wednesday, 20 May 2020. If you do not have a Form of Proxy and believe that you should have one, or if you require additional forms, please contact Equiniti Limited direct on 0371 384 2577. The Equiniti overseas helpline number is +44 (0)121 415 7047. Lines are open from 8.30 a.m. to 5.30 p.m. (UK time) Monday to Friday.
• 1. To change your proxy instructions you may return a new Form of Proxy using the methods set out below. Please contact the Company's registrars, Equiniti Limited at Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA if you require another Form of Proxy. The deadline for receipt of proxy appointments (see above) also applies in relation to amended instructions. Any attempt to terminate or amend a proxy appointment received after the relevant deadline will be disregarded. Where two (or more) valid but differing appointments of proxy are received in respect of the same share(s) for use at the same meeting and in respect of the same matter, the one which is last validly received (regardless of its date or of the date of its execution or submission) shall be treated as replacing and revoking the other or others as regards the relevant share(s). If the Company is unable to determine which appointment was last validly received, none of them shall be treated as valid in respect of the relevant share(s).
• 1. CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service may do so for the GM to be held on Friday, 22 May 2020 and any adjournment(s) thereof by using the procedures described in the CREST Manual on the Euroclear website (www.euroclear.com). CREST personal members or other CREST sponsored members, and those CREST members who have appointed a voting service provider(s), should refer to their CREST sponsor or voting service provider(s), who will be able to take the appropriate action on their behalf.
• 1. In order for a proxy appointment or instruction made using the CREST service to be valid, the appropriate CREST message (a "CREST Proxy Instruction") must be properly authenticated in accordance with Euroclear UK & Ireland Limited's specifications and must contain the information required for such instructions, as described in the CREST Manual. The message regardless of whether it constitutes the appointment of a proxy or an amendment to the instruction given to a previously appointed proxy must, in order to be valid, be transmitted so as to be received by the Company's agent (ID RA19) by 10.00 a.m. on Wednesday, 20 May 2020 (the latest time for receipt of proxy appointments specified in this Notice). For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp applied to the message by the CREST Applications Host) from which the issuer's agent is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. After this time any change of instructions to proxies appointed through CREST should be communicated to the appointee through other means.
• 1. CREST members and, where applicable, their CREST sponsors or voting service providers should note that Euroclear UK & Ireland Limited does not make available special procedures in CREST for any particular messages. Normal system timings and limitations will therefore apply in relation to the input of CREST Proxy Instructions. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST personal member or sponsored member or has appointed a voting service provider(s), to procure that their CREST sponsor or voting service provider(s) take(s)) such action as shall be necessary to ensure that a message is transmitted by means of the CREST system by any particular time. In this connection, CREST members and, where applicable, their CREST sponsors or voting service provider(s) are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings.

Notes continued

• 1. The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001.
• 1. Voting on the resolutions will be conducted by way of a poll rather than a show of hands. This is a more transparent method of voting as shareholder votes are to be counted according to the number of shares held. As soon as practicable after the GM, the results of the voting at the GM and the number of proxy votes cast for and against and the number of votes actively withheld in respect of each resolution will be announced via a Regulatory Information Service and also placed on the Company's website: corporate.easyjet.com.

Questions

1. The Company must cause to be answered at the GM any question relating to the business being dealt with at the GM which is put by a member of the Company attending the GM, except: (i) if to do so would interfere unduly with the preparation for the GM or involve the disclosure of confidential information; or (ii) if the answer has already been given on a website in the form of an answer to a question; or (iii) if it is undesirable in the interests of the Company or the good order of the GM that the question be answered. Due to the UK Government's current guidance on social distancing and prohibition on non-essential travel and public gatherings, it will not be possible for shareholders to attend the GM. Shareholders can instead submit questions to the Board in advance of the GM by emailing cosec@easyjet.com by no later than 10.00 a.m. on Wednesday, 20 May 2020. Please include your full name and shareholder reference number. We will consider all questions received and, if appropriate, provide a written response or publish answers on our website at corporate.easyjet.com.

Additional information

• 1. Resolutions 1 to 4 are proposed as ordinary resolutions, which means that, for each of those resolutions to be passed, more than 50% of the votes cast must be in favour of the resolution.
• 1. As at 22 April 2020, being the latest practicable date prior to the publication of this Notice, the Company's issued share capital consists of 397,208,133 ordinary shares, carrying one vote each. Therefore, the total voting rights in the Company are 397,208,133.
• 1. A copy of this Notice and other information required by section 311A of the Companies Act 2006 is available on the Company's website (corporate.easyjet.com).

Communications

• 1. A copy of this Notice has been sent for information only to persons who have been nominated by a member of the Company to enjoy information rights under Section 146 of the Companies Act 2006 (a "Nominated Person"). The rights to appoint a proxy cannot be exercised by a Nominated Person; they can only be exercised by the member. However, a Nominated Person may have a right under an agreement between them and the member by whom they were nominated to be appointed as a proxy for the GM or to have someone else so appointed. If a Nominated Person has the right to appoint a proxy, they are encouraged to appoint the Chairman of the meeting as set out above to ensure their vote is cast in accordance with their wishes. If a Nominated Person does not have such a right or does not wish to exercise it, they may have a right under such an agreement to give instructions to the member as to the exercise of voting rights.
• 20.If you are a Nominated Person, you have been nominated to receive general shareholder communications directly from the Company but it is important to remember that your main contact in terms of your investment remains as it was (i.e. the registered member of the Company, or perhaps the custodian or broker, who administers the investment on your behalf). Therefore, any changes or queries relating to your personal details and holding (including any administration thereof) must continue to be directed to your existing contact at your investment manager or custodian. The Company cannot guarantee dealing with matters that are directed to it in error. The only exception to this is where the Company, in exercising one of its powers under the Companies Act 2006, writes to you directly for a response.
• 1. Please note that the Company takes all reasonable precautions to ensure no viruses are present in any electronic communication it sends out but the Company cannot accept responsibility for loss or damage arising from the opening or use of any email or attachments from the Company and recommends that shareholders subject all messages to virus checking procedures prior to use. Please note that any electronic communication received by the Company that is found to contain any virus will not be accepted.
• 1. You may not use any electronic address provided in this Notice to communicate with the Company for any purposes other than those expressly stated.