Easyjet PLC — AGM Information 2020

Jun 26, 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, 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.

However, this document should not be forwarded to or transmitted in or into the United States, Australia, Canada, South Africa, Japan or into any other jurisdiction if to do so would constitute a violation of the relevant laws and regulations in such other jurisdiction.

(incorporated and registered in England and Wales under number 3959649)

NOTICE OF GENERAL MEETING

Notice of a General Meeting of easyJet plc, which has been convened for Tuesday, 14 July 2020 at 10.00 a.m. at Hangar 89, London Luton Airport, Luton LU2 9PF, is set out in Part II of this document. The Company is offering facilities for Shareholders to vote at the GM electronically and to attend by conference call to ask questions in real time should they wish to do so. Further details are set out in Part III of this document.

YOUR VOTE IS IMPORTANT. We strongly encourage Shareholders to vote on the Resolution 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 takes the well-being of its employees, customers and Shareholders very seriously. Given the UK Government's current guidance on non-essential travel and public gatherings in place at the date of this document, we regret that it will not be possible for Shareholders to attend the GM in person.

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.

EXPECTED TIMETABLE

Action	Time and/or date
Placing of the Firm Placing Shares and the Conditional Placing Shares	25 June 2020
Date of this Notice	26 June 2020
Admission of the Firm Placing Shares	29 June 2020
Expected date for CREST accounts to be credited in respect of Firm Placing Shares in uncertificated form	29 June 2020
Where applicable, expected date for despatch of definitive share certificates for Firm Placing Shares in certificated form	Within 14 days of Admission of Firm Placing Shares
Latest time and date for receipt of Forms of Proxy from Shareholders	10.00 a.m. on Friday, 10 July 2020
Time and date of GM	10.00 a.m. on Tuesday, 14 July 2020
Admission of the Conditional Placing Shares	15 July 2020
Expected date for CREST accounts to be credited in respect of Conditional Placing Shares in uncertificated form	15 July 2020
Where applicable, expected date for despatch of definitive share certificates for Conditional Placing Shares in certificated form	Within 14 days of Admission of Conditional Placing Shares

Notes:

• 1. Other than the date of this Notice, each of these times and dates in the table above may be subject to change.
• 1. All of the above times refer to London time unless otherwise stated.
• 1. Events listed in the above timetable following the GM are conditional on the passing of the Resolution at the GM.
• 1. 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.

DEFINITIONS

The following definitions apply throughout this document, unless the context otherwise requires:

2006 Act	the Companies Act 2006
Admission	admission to the Official List maintained by the FCA and to trading on the London Stock Exchange's main market
Board or Directors	the directors of the Company
Company or easyJet or Group	easyJet plc
Conditional Placing Shares	19,860,406 new Ordinary Shares to be issued pursuant to the Conditional Share Issuance
Conditional Share Issuance	the allotment and issuance of the Conditional Placing Shares conditional on Shareholder approval at the GM
CREST	the facilities and procedures for the time being of the relevant system of which Euroclear has been approved as operator pursuant to the CREST Regulations
FCA	the Financial Conduct Authority
Firm Placing Shares	39,681,092 new Ordinary Shares to be issued pursuant to the Firm Share Issuance
Firm Share Issuance	the allotment and issuance of the Firm Placing Shares pursuant to the Company's existing allotment authority
Form of Proxy	the form of proxy accompanying this document for use by Shareholders in relation to voting at the GM
GM	the general meeting of the Company convened for 10.00 a.m. on Tuesday, 14 July 2020, notice of which is set out in Part II of this document
Interim Results	the announcement published on 24 June 2020 relating to the easyJet group's results for the six months ending 31 March 2020
Notice of GM	the notice of the GM set out in Part II of this document
Ordinary Shares	ordinary shares of 27 2 ⁄7 pence each in the capital of the Company
Placing	the non-pre-emptive issue of 59,541,498 new Ordinary Shares, representing approximately 14.99% of the Company's existing issued share capital pursuant to the Firm Share Issuance and the Conditional Share Issuance
Placing Announcement	the announcement dated 24 June 2020 issued by the Company in relation to the Placing
Placing Price	703 pence per Ordinary Share
Resolution	the resolution set out in the Notice of GM
Shareholders	holders of Ordinary Shares

PART I

Hangar 89 London Luton Airport Luton, Bedfordshire United Kingdom LU2 9PF

LETTER FROM JOHN BARTON, CHAIRMAN

26 June 2020

Dear Shareholder,

Background and rationale

On behalf of the Board, I am writing to all Shareholders in regard to the Interim Results and the Placing Announcement issued on 24 June 2020.

Since the outbreak of the Covid-19 pandemic, and the subsequent grounding of the entire fleet on 30 March 2020, the Company has taken decisive actions to maximise liquidity and reduce cash burn while its fleet has been grounded. These actions include:

• Significant measures to drive down costs resulting in a c.70% decrease in operating cost cash burn during the grounding period and negotiating extended payment terms with many of its major suppliers
• Delivering vastly reduced capex over the next two years through the deferral of 24 aircraft deliveries beyond FY2025, whilst maintaining excellent fleet flexibility. The Company will take no aircraft deliveries in FY2021 and has retained an option to defer a further five deliveries in FY2022.
• Having secured £1.7 billion in additional funding through a combination of fully drawing easyJet's \$500 million Revolving Credit Facility, £600 million issuance through the UK Government's Covid Corporate Finance Facility, £400 million of proceeds from two new term loans and £301 million of proceeds to date from sale and leaseback transactions, with a further £200 to £350 million anticipated in proceeds from the final sale and leaseback transactions
• In addition, the Company has set out plans to right size the airline and its cost structure, optimise its network and reduce the size of its fleet to reflect a gradual recovery in customer demand.

Together these actions have resulted in a current cash position as at 22 June 2020 of approximately £2.4 billion.

The Company has also updated its scenario planning cash burn analysis for the period starting from 1 April 2020 (initially published on 16 April 2020) and now assumes that under a full grounding scenario the Company would use the following amounts of cash:

• 3 months full grounding £1.0 billion
• 6 months full grounding £2.1 billion
• 9 months full grounding £3.0 billion

The Company resumed its flying programme on 15 June 2020 after 11 weeks of full grounding, somewhat ahead of the base case scenario of a 3 month grounding and cash burn is slightly better than the April forecast, principally driven by the proportion of customers choosing to rebook or take a voucher, rather than requesting a cash refund. The Company expects to increase capacity over the summer months as demand increases and government restrictions across Europe are relaxed.

On 24 June 2020, the Company announced that its strong liquidity position and investment grade balance sheet are being further boosted by an equity placing. The net proceeds from the Placing will further enhance easyJet's liquidity position and credit metrics, underpinning its balance sheet, which is one of the strongest in the industry.

Together with the anticipated remaining proceeds from the sale and leaseback programme of £200 to £350 million, following the Placing the Company would expect to have a cash balance in excess of £3.0 billion, providing a significant liquidity buffer to enable easyJet to navigate further grounding or protracted recovery scenarios. Additionally, following completion of the sale and leaseback programme, approximately 50% of the Company's fleet is expected to remain unencumbered, providing further funding availability. This further decisive action is intended to ensure easyJet is best positioned for long term growth, contributing to the Group's recovery and allowing it to emerge as a winner as capacity ramps up in European airspace.

Interim Results

On 24 June 2020, the Company released its Interim Results. The Company delivered a strong performance in the first half prior to the onset of the Covid-19 pandemic, resulting in a 30% improvement in headline loss before tax versus the same period last year.

Government restrictions on flying during the pandemic caused 18,000 flight cancellations in March and as a result passenger numbers during March were halved compared to the year earlier. Across the first half passenger numbers decreased by 7.4% to 38.6 million and capacity decreased by 7.6%.

Total Group revenue increased by 1.6% to £2,382 million (H1 2019: £2,343 million) due to self-help measures such as our late yields initiative, network optimisation in Germany, the bankruptcy of Thomas Cook and strong ancillary revenue growth, offset by national strikes in France, storms Ciara and Dennis and the impact of Covid-19. Airline revenue per seat increased by 9.6% to £55.60 (H1 2019: £50.71), with an increase of 10.2% at constant currency. Airline headline cost per seat excluding fuel increased by 8.2% to £47.24 (H1 2019: £43.64). Airline headline cost per seat excluding fuel at constant currency increased by 9.5%.

The Company delivered a Group headline loss before tax of £193 million (H1 2019: loss of £275 million) reflecting the above revenue and cost drivers as well as easyJet's normal seasonality. Total Group loss before tax was £353 million for the six months ended 31 March 2020 (H1 2019 loss of £272 million) reflecting a net charge of £160 million from nonheadline items, relating principally to the discontinuation and ineffectiveness of fuel hedges resulting from Covid-19 related flying restrictions.

Following the resumption of its flying programme on 15 June 2020, capacity is expected to build through the summer season, to c.30% of planned capacity for Q4. Booking numbers for easyJet Holidays are encouraging and the Company expects to deliver cost per seat excluding fuel at constant currency roughly flat in FY21 compared to FY19. At this stage, given the continued level of uncertainty, it is not possible to provide financial guidance for the remainder of the FY20 financial year.

Issue of new equity

Having consulted with a number of its major shareholders prior to the Placing, and noting recent statements issued by the FCA and the Pre-Emption Group in relation to targeted equity issuances to help companies retain stability through the period of Covid-19, the Company announced a successful placing of new equity on 25 June 2020. The Company received commitments from its existing Shareholders and new investors for the issuance of 59,541,498 Ordinary Shares, representing approximately 14.99% of easyJet's existing issued share capital to raise gross proceeds of approximately £419 million.

As detailed below, these Ordinary Shares are being settled in two tranches; the first being the Firm Share Issuance and the second being the Conditional Share Issuance with the GM being called to authorise the conditional tranche.

Part I continued

Summary of the Placing

At the Company's Annual General Meeting in February 2020, the Company obtained Shareholder approval to issue new Ordinary Shares of up to approximately 10% of the Company's issued ordinary share capital at the date of the Annual General Meeting. While this was considered to be appropriate at the time, in light of the unforeseen and exceptional current circumstances, the Board considers it appropriate to effect a placing of 59,541,498 new Ordinary Shares, representing approximately 14.99% of the Company's existing issued ordinary share capital.

39,681,092 new Ordinary Shares (representing approximately 9.99% of the Company's existing ordinary share capital) have been allotted at the Placing Price under the Company's existing share capital authority referred to above by way of the Firm Share Issuance and 19,860,406 new Ordinary Shares (representing approximately 5% of the Company's existing ordinary share capital) have been allotted at the Placing Price conditional on Shareholder approval by way of the Conditional Share Issuance. Therefore, the Company is convening the GM on Tuesday, 14 July 2020, to obtain Shareholder approval to enable the issuance of the Conditional Placing Shares.

The Firm Share Issuance is expected to settle and Admission of the Firm Placing Shares to become effective on or before 8.00 a.m. on Monday, 29 June 2020. The Conditional Share Issuance will only be settled, and Admission of the Conditional Placing Shares will only take place, following receipt of Shareholder approval at the GM. Applications will be made (i) to the FCA for admission of the Conditional Placing Shares to the premium listing segment of the Official List; and (ii) to London Stock Exchange plc for admission of the Conditional Placing Shares to trading on its main market for listed securities. Subject to Shareholder approval, it is expected that Admission of the Conditional Placing Shares will become effective on or before 8.00am on 15 July 2020.

Allocations of Firm Placing Shares and Conditional Placing Shares are irrevocable. Firm Placing Shares and Conditional Placing Shares have been allocated proportionately with the same investors across the Firm Share Issuance and the Conditional Share Issuance, respectively, such that an investor who has been allocated a percentage of Firm Placing Shares under the Firm Share Issuance has also been conditionally allocated an equivalent percentage of Conditional Placing Shares under the Conditional Share Issuance. Such allocations to investors equate to approximately two thirds of investors' total allocations of Firm Placing Shares under the Firm Share Issuance and one third of investors' total allocations of Conditional Placing Shares under the Conditional Share Issuance, respectively.

The Firm Placing Shares and the Conditional Placing Shares, when issued, will be fully paid and will rank pari passu in all respects with each other and with the existing Ordinary Shares, including, without limitation, the right to receive all dividends and other distributions declared, made or paid after the date of issue.

General Meeting

As announced in the Placing Announcement on 24 June 2020, easyJet is proposing to hold the GM at 10.00 a.m. on Tuesday, 14 July 2020. The sole purpose of the GM will be to approve the Resolution as set out in the Notice of GM in Part II of this document. If passed, the Resolution will authorise the Directors to allot the 19,860,406 Ordinary Shares relating to the Conditional Share Issuance, representing:

• approximately 5%; and
• together with the Firm Share Issuance, in aggregate approximately 14.99%, of the existing share capital of the Company.

Explanatory notes to the Resolution and other Shareholder information are set out in Part II of this document.

How do I vote?

The Board takes the well-being of its employees, customers and Shareholders very seriously. Given the UK Government's current guidance on non-essential travel and public gatherings in place at the date of this document, 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 physical attendance at the GM to ensure a quorum and to conduct the business of the GM. No other directors or members of management will attend the physical meeting and social distancing measures will be in place in order to comply with current requirements.

These restrictions mean that neither you nor any person you might appoint other than the Chairman of the meeting will be able to attend the GM in person, you are therefore 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 Friday, 10 July 2020. Further details are set out in the notes on pages 9 to 12.

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 Friday, 10 July 2020, being 48 hours (excluding non-working days) before the time appointed for the GM.

In addition, the Company will be offering facilities for Shareholders to vote at the GM electronically and to attend by conference call to ask questions in real time should they wish to do so. Further details are set out in Part III of this document.

Shareholders are encouraged to submit their voting instructions and Form of Proxy as soon as possible, even if they might intend to participate in the GM electronically or attend 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 Friday, 10 July 2020. We will consider all questions received and, if appropriate and relating to the business of the GM, give an answer at the GM and 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 (corporate.easyjet.com/investors) 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.

Recommendation

The Board believes that the approval of the Resolution is in the best interests of the Company and its Shareholders as a whole. Your Directors unanimously recommend that you vote in favour of the Resolution as they intend to do in respect of their own beneficial holdings which amount in aggregate to 240,666 shares representing approximately 0.06% of the existing issued ordinary share capital of the Company as at 24 June 2020, being the latest practicable date prior to the publication of this document.

Yours faithfully

JOHN BARTON Chairman

PART II

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 Tuesday, 14 July 2020 at 10.00 a.m. to consider and, if thought fit, to pass the resolution below as an ordinary resolution.

ORDINARY RESOLUTION

Authority to allot shares

THAT, subject only to any limitations as to authorised share capital contained in the Company's Articles of Association and in addition to all existing authorities, the Directors be and they are hereby generally and unconditionally authorised in accordance with section 551 of the Companies Act 2006 (the "Act") to exercise all the powers of the Company to allot securities (within the meaning of section 551 of the Act) in the Company and to grant rights to subscribe for, or to convert any security into, shares in the Company ("Rights") up to an aggregate nominal amount of £5,419,054, provided that this authority shall expire on the earlier of the conclusion of the annual general meeting of the Company to be held in 2021 or close of business on 5 May 2021 unless previously renewed, varied or revoked by the Company in general meeting, but, in each case, so that the Company may before such expiry, make an offer or agreement which would or might require shares to be allotted or Rights to be granted after such expiry and the Directors may allot shares and grant Rights in pursuance of such an offer or agreement as if the authority conferred hereby had not expired.

By order of the Board

MAAIKE DE BIE

Company Secretary

26 June 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 9 to 12 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.

Short notice

1. The shorter notice period of 14 clear days as approved at the Company's last annual general meeting has been used for the purposes of this GM as the Directors believe the flexibility offered by the shorter notice period is merited by the time-sensitive nature of the Placing and is in the best interests of the Shareholders as a whole, taking into account the circumstances and business of the GM.

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 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. Any Shareholders who try to attend the GM in person 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 in person 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 in person and social distancing measures will be in place in order to comply with current requirements. The Company is offering facilities for Shareholders to vote at the GM electronically and to attend by conference call to ask questions in real time should they wish to do so. Further details are set out in Part III of this document.
• 1. 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.
• 1. To be entitled to vote at the GM, whether electronically or by proxy, members must be registered in the register of members of the Company at 6.30 p.m. on Friday, 10 July 2020 (or, if the GM is adjourned, at 6.30 p.m. on the date that is two days (excluding non-working days) prior to the adjourned GM). Changes to entries on the register of members after 6.30 p.m. on Friday, 10 July 2020 (or, if the GM is adjourned, at 6.30 p.m. on the date that is two days (excluding non-working 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 the Resolution 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.
• 1. A proxy need not be a member of the Company, but must attend the GM either electronically or 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 participating in the GM electronically or 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. Shareholders are encouraged to submit their voting instructions and Form of Proxy as soon as possible, even if they might intend to participate electronically or 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 below.

Notes continued

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 Act, 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.

Access to electronic voting facility

• 1. Should you wish to vote electronically at the meeting using the technology provided by Lumi, please refer to the detailed information in Part III of this document. If your investment is not held in your name on the register of members (i.e. it is held in a broker account or by a custodian), it will be necessary for you to be appointed as a proxy or corporate representative to attend, speak and vote at the GM. You should therefore follow the procedures set out in this Notice to be appointed as a proxy or corporate representative. Once you have been validly appointed as a proxy or corporate representative, you will need to contact the Company's registrar, Equiniti, before 9.00 a.m. on 13 July 2020 on 0371 384 2577 or +44 (0)121 415 7047 if you are calling from outside the UK for your unique username and password to access the electronic facilities.
• 1. Should you wish to appoint someone other than the Chairman of the meeting as your proxy or corporate representative to vote electronically at the GM, you will need to follow the steps set out above and in Part III of this document.

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 Friday, 10 July 2020. Proxies may also be appointed through CREST in accordance with note 14 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 (excluding non-working days) before the time appointed for holding the GM being not later than 10.00 a.m. on Friday, 10 July 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 9.00 a.m. to 5.00 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 Tuesday, 14 July 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 Friday, 10 July 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.
• 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 Resolution 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 the 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 non-essential travel and public gatherings, it will not be possible for Shareholders to attend the GM in person, however, questions can be raised by Shareholders at the meeting if they participate electronically as set out in Part III of this document. Shareholders can also submit questions to the Board in advance of the GM by emailing cosec@easyjet.com by no later than 10.00 a.m. on Friday, 10 July 2020. Please include your full name and shareholder reference number. We will consider all questions received and, if appropriate and relating to the business of the GM, give an answer at the GM and provide a written response or publish answers on our website at corporate.easyjet.com.

Notes continued

Additional information

• 1. The Resolution is proposed as an ordinary resolution, which means that, for the Resolution to be passed, more than 50% of the votes cast must be in favour of the Resolution.
• 1. As at 24 June 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. The Company holds no shares in treasury. Therefore, the total voting rights in the Company are 397,208,133. As announced by the Company on 25 June 2020, the Company committed to allot 39,681,092 Ordinary Shares, representing approximately 9.99% of the Company's existing issued share capital, pursuant to the Firm Share Issuance to certain existing Shareholders and a number of new investors. Such Firm Placing Shares are expected to be issued and admitted (i) to the Official List maintained by the FCA and (ii) to trading on the London Stock Exchange's main market on or before 29 June 2020. Following Admission of the Firm Placing Shares, and for the purposes of the GM, the Company's issued share capital will be 436,889,225 Ordinary Shares and the total voting rights of the Company will be 436,889,225.
• 1. A copy of this Notice and other information required by section 311A of the Act 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 Act (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.
• 1. 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 Act, 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.

Electronic Facilities

The Company is pleased to be able to offer facilities for Shareholders to vote at the GM electronically and attend by conference call to ask questions in real time should they wish to do so. The details are set out below.

Ability to vote and ask questions

In order to vote at the GM electronically and to obtain the conference call details, Shareholders will need to download the latest version of the Lumi AGM App (the "App") onto your smartphone device. This is available in native app format (Android and iOS only) and can be downloaded from the Google Play Store™ Market or the Apple® App Store by searching by app name "Lumi AGM".

If you have previously downloaded the App, please ensure you are using the latest version by checking the status in the App Store/Google Play Store. Please be aware the App does not support Android 4.4 (and below) or iOS 9 (or below).

Alternatively, Lumi is available as a mobile web client, compatible with the latest browser versions of Chrome, Firefox, Internet Explorer 11 (Internet Explorer V10 and lower are not supported), Edge and Safari and can be accessed using any web browser, on a PC or smartphone device. If you would prefer to vote using this method, please go to https://web.lumiagm.com.

Access to the GM will be available from 9.00 a.m. on Tuesday, 14 July 2020, although the voting functionality will not be enabled until the Chairman of the meeting declares the poll open and the telephone lines will only be activated 15 minutes prior to the GM start time (being 10.00 a.m. on Tuesday, 14 July 2020).

An audio webcast of the GM will also be made available through the App and Website. If you do not want to ask questions, but simply listen to the GM instead, you can do so through the App or Website. However, in order to speak at the GM and ask questions, you must dial in to the conference call (see Accessing the Telephone Call below).

Logging in

Once you have downloaded the "Lumi AGM" App, or accessed https://web.lumiagm.com from your web browser, you will be asked to enter a Meeting ID which is 164-521-201. You will then be prompted to enter your unique username and password. Your unique username is your shareholder reference number (SRN) and your password is the first two and last two digits of your SRN. If you are not in receipt of your SRN please contact the Company's registrar, Equiniti, before 9.00 a.m. on Monday, 13 July 2020 on 0371 384 2577 or +44 121 415 7047 if you are calling from outside the UK for your unique username and password. Lines are open 9.00 a.m. to 5.00 p.m. Monday to Friday (excluding public holidays in England and Wales) quoting your full name and registered address and you will be sent the required information.

Access to the GM will be available from 9.00 a.m. on Tuesday, 14 July 2020, although the voting functionality will not be enabled until the Chairman of the meeting declares the poll open. You should also dial into the telephone call as described below if you want to ask questions.

The telephone lines will be activated 15 minutes prior to the GM start time. During the GM, you must ensure you are connected to the internet at all times in order to vote when the Chairman commences polling on the Resolution. You must also ensure you remain dialled in to the GM to ensure you can participate. Therefore, it is your responsibility to ensure connectivity for the duration of the GM.

A user guide to the App and Website is available on our website at: corporate.easyjet.com/investors

Accessing the Telephone Call

To be able to speak at the GM, Shareholders will require the telephone number and Conference ID. The Conference ID and telephone numbers will only be accessible once you have logged into the App, or the https://web.lumiagm.com website, and will be available from 9.00 a.m. on Tuesday, 14 July 2020. Local phone calls will not be charged.

If you join the telephone call to ask a question, but are also listening to the audio webcast of the GM through the App or Website, please ensure the App and/or Website are muted so that there is no interference between the two when speaking.

Part III continued

Voting

After the Chairman has declared the poll open, voting options will appear on the screen. Press the option corresponding with the way in which you wish to vote. Once you have selected your choice, you will see a message on your screen confirming that your vote has been received. If you think that you have selected the wrong choice or if you wish to change your mind, simply press the correct choice until the poll is closed on the Resolution. If you wish to cancel your "live" vote, please press Cancel.

Questions at the meeting

If Shareholders would like to ask a question at the GM, please ensure you have accessed the telephone call as indicated above. You will be connected to an Operator who will provide you with further instructions.

Shareholders can also submit questions to the Board in advance of the GM by emailing cosec@easyjet.com by no later than 10.00 a.m. on Friday, 10 July 2020. We will consider all questions received and, if appropriate, answer them at the GM and put responses on our website.

Process

The process of asking questions, voting and accessing any GM presentation will be further explained by the Chairman and the Operator during the GM.

Duly appointed proxies and corporate representatives

Important: If your investment is not held in your name on the register of members (i.e. it is held in a broker account or by a custodian) it will be necessary for you to be appointed as a proxy or a corporate representative to attend, speak and vote at the GM. Please see notes 5 to 7 of Part II of this document for details of how to do this. Appointments must be made by 10.00 a.m. on Friday, 10 July 2020.

Once a valid appointment has been made please contact the Company's registrar, Equiniti, before 9.00 a.m. on Monday, 13 July 2020 on 0371 384 2577 or +44 121 415 7047 if you are calling from outside the UK for your unique username and password. Lines are open 9.00 a.m. to 5.00 p.m. Monday to Friday (excluding public holidays in England and Wales).

Please note that any details requested in this way for the General Meeting held on 22 May 2020 will not be valid for the GM and you will need to contact Equiniti to request new details.