Easyjet PLC — AGM Information 2020

Nov 23, 2020

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

NOTICE OF ANNUAL GENERAL MEETING

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. IF YOU ARE IN ANY DOUBT AS TO ANY ASPECT OF THE PROPOSALS REFERRED TO IN TAKE, YOU SHOULD SEEK YOUR OWN ADVICE FROM A STOCKBROKER, SOLICITOR, ACCOUNTANT, OR OTHER PROFESSIONAL ADVISER.

Notice of the Annual General Meeting of the Company (the 'AGM'), which has been convened for 11.00 a.m. on Wednesday 23 December 2020, is set out in Part II of this document.

YOUR VOTE IS IMPORTANT. You are strongly encouraged to vote on all resolutions in advance of the AGM by appointing the Chairman of the meeting as your proxy. A valid proxy appointment must be received by 11.00 a.m. on Monday 21 December 2020. Further details on how shareholders can appoint the Chairman of the meeting as their proxy 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 restrictions on public gatherings in place at the date of this document and in accordance with the regulations set out in Schedule 14 of the Corporate Insolvency and Governance Act 2020, we regret that it will not be possible for shareholders to attend the AGM in person.

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

PART I: CHAIRMAN'S LETTER

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

23 November 2020

Dear Shareholder,

I am writing to inform you that the Annual General Meeting of the Company will be held at 11.00 a.m. on Wednesday 23 December 2020. The formal notice of the AGM and resolutions to be proposed are set out in Part II on page 12 of this document.

Whilst we would normally hold our AGM in February, this year we have decided to bring forward the AGM to December. We have done this to provide the opportunity for shareholders to engage with the Board prior to the end of the Brexit transition period on 31 December 2020 (the 'Transition Period') and in advance of any actions the Company might need to take following the end of the Transition Period to ensure that the Company is able to continue to comply with European ownership and control requirements. This would potentially include disenfranchisement. Further details in respect of easyJet's Brexit arrangements are set out in this letter.

ARRANGEMENTS FOR THE MEETING

The AGM is an important event in the Company's corporate calendar and provides an opportunity to engage with shareholders and for shareholders to pass the necessary resolutions for the conduct of the business and affairs of the Company. However, the Board takes the well-being of its employees, customers and shareholders very seriously and in light of the ongoing COVID-19 pandemic, it is necessary to make changes to how we normally conduct the AGM in common with other companies at this time. Given the UK Government's current restrictions on public gatherings in place at the date of this document and in accordance with the regulations set out in Schedule 14 of the Corporate Insolvency and Governance Act 2020, we regret that it will not be possible for shareholders to attend the AGM in person.

The Company is offering facilities for shareholders to vote at the AGM 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. If you would like to vote on the resolutions but cannot attend the AGM electronically, you can appoint the Chairman of the meeting as your proxy to exercise all or any of your rights to attend, vote and speak at the AGM by using the online proxy appointment form as further described in Part II of this document.

Further details in respect of the arrangements for the AGM are set out at the end of this letter.

We would like to take this opportunity to thank all shareholders for their continued understanding. We fully acknowledge that these are unusual measures in exceptional circumstances, and we hope that our shareholders and other stakeholders understand the reasons for them.

BREXIT ARRANGEMENTS

As set out in our full year results announcement on 17 November 2020, the Company and its subsidiaries (the 'Group') are well prepared for the end of Transition Period and have been operating in a 'no deal' Brexit environment since March 2019.

Since March 2019, the Group has been structured as a pan-European airline group with three airlines based in Austria, Switzerland and the UK. This ensures that the Group will continue to be able to operate flights both across the EU and domestically within EU countries after the end of the Transition Period, irrespective of whether there is any future agreement between the EU and UK on aviation matters.

To allow continued flying within Europe after the end of the Transition Period, the Company is required to ensure ongoing compliance with European ownership and control requirements. Our level of ownership by EU nationals1 is currently 45.2%. If the Company's level of EU ownership remains below the required level of 50% plus one share at the end of the Transition Period, the Board stands ready to activate existing provisions of the Company's Articles of Association to ensure that the Company will be able to continue to comply following the end of the Transition Period. This would be achieved by exercising the Company's existing powers to suspend voting rights of certain UK and non-EU nationals.

For the period of any such suspension, the relevant shareholders would not be permitted to attend, speak or vote at shareholder meetings in respect of the shares subject to the suspension. A suspension of voting rights would not affect any entitlement that the relevant shareholders may have to receive easyJet dividends in respect of the shares subject to the suspension.

Any suspension of voting rights would be applied on a last-in first-out basis, meaning it would affect shares most recently acquired by UK and non-EU nationals first. A suspension of voting rights would apply only while EU ownership is below 50% plus one share. Further information regarding the possible suspension of voting rights can be found on easyJet's website at: https://corporate.easyjet.com/investors/ shareholder-services/eu-share-ownership.

The Company expects to keep the position under review following the end of the Transition Period. If EU ownership remained below the required level over time, the Company retains the right to activate the provisions of its existing Articles of Association, which permit the Company to compel non-EU national shareholders to sell their shares in the Company to EU nationals.

Shareholders should note that the Company has not yet activated these provisions, and the AGM being held on 23 December 2020 is not impacted by them.

PURPOSE OF THE AGM

An explanation of certain elements of the business to be considered at the AGM is set out below. Resolutions 1 to 17 are proposed as ordinary resolutions, while Resolutions 18 to 21 are proposed as special resolutions.

ANNUAL REPORT AND ACCOUNTS FOR THE YEAR ENDED 30 SEPTEMBER 2020 (RESOLUTION 1)

The Directors are required to present to the meeting the Company's audited financial statements and the reports of the directors and of the auditors for the financial year ended 30 September 2020 (the '2020 Annual Report'). The 2020 Annual Report was published and made available to shareholders on 23 November 2020.

1. "EU nationals" refers to nationals of EU member states plus Switzerland, Norway, Iceland, Liechtenstein, but excludes the UK.

DIRECTORS' REMUNERATION POLICY AND REPORT (RESOLUTIONS 2 AND 3)

These Resolutions seek shareholder approval for a revised Directors' Remuneration Policy and the Directors' Remuneration Report (comprising the Annual Report on Remuneration and the Annual Statement by the Chairman of the Remuneration Committee).

Resolution 2 seeks shareholder approval for the Directors' Remuneration Policy which can be found on pages 112 to 118 (inclusive) of the 2020 Annual Report. The revised Directors' Remuneration Policy sets out the Company's future policy on Directors' remuneration and replaces the policy approved by shareholders at the 2018 Annual General Meeting. In advance of the AGM, the Remuneration Committee undertook a thorough review of the current arrangements and consulted with major shareholders. As a result it concluded that the existing policy should remain consistent for now, but that some amendments should be made to continue to bring remuneration practices into line with prevailing best practice, such as increasing the share ownership guidelines and introducing a post-cessation share ownership requirement. Details on how the revised Directors' Remuneration Policy will be applied in practice for 2021 are set out on pages 108 to 111 and 119 to 127 of the 2020 Annual Report. The revised Directors' Remuneration Policy will, if approved by shareholders, take effect from 24 December 2020 and apply for up to three financial years. A remuneration policy will be put to shareholders again no later than at the Company's Annual General Meeting in 2024.

Resolution 3 seeks shareholder approval for the Directors' Remuneration Report. The Directors' Remuneration Report can be found on pages 108 to 127 (but excluding the Directors' Remuneration Policy set out on pages 112 to 118) of the 2020 Annual Report. The Annual Report on Remuneration, which forms part of the Directors' Remuneration Report, gives details of the implementation of the Company's current remuneration policy in terms of the payments and share awards made to the Directors in connection with their performance and that of the Company during the year ended 30 September 2020.

The vote on Resolution 3 is advisory and will not directly affect the way in which the pay policy has been implemented or the future remuneration that is paid to any Director.

The Company's auditors during the year, PricewaterhouseCoopers LLP, have audited those parts of the Directors' Remuneration Report that are required to be audited and their report relating to the Directors' Remuneration Report can be found on page 140 of the 2020 Annual Report.

ELECTION AND RE-ELECTION OF DIRECTORS (RESOLUTIONS 4 TO 13 INCLUSIVE)

In accordance with the 2018 UK Corporate Governance Code and the Company's Articles of Association, which provide for all directors to be subject to annual election or re-election by shareholders, all of the continuing directors are standing for election or re-election at this year's AGM. Biographical details of each of the Directors who are seeking election or re-election appear on pages 8 to 11 of this document.

Resolutions 4 to 6 relate to the re-election of each of: John Barton (Resolution 4), Johan Lundgren (Resolution 5) and Andrew Findlay (Resolution 6). As previously announced, Andrew Findlay will be stepping down from the Board in February 2021.

Independent Directors

Resolutions 7 to 11 relate to the re-election of each of: Dr Andreas Bierwirth (Resolution 7), Catherine Bradley CBE (Resolution 8), Dr Anastassia Lauterbach (Resolution 9), Nick Leeder (Resolution 10) and Julie Southern (Resolution 11).

Resolution 12 relates to the election of Sheikh Mansurah Tal-At ('Moni') Mannings who was appointed to the Board on 6 August 2020 and will therefore be standing for election for the first time. Moni brings a wide range of skills and experience to the Board and is already making a positive contribution, including as Chair of the Remuneration Committee. Prior to Moni's appointment, the Board reviewed her other appointments and is satisfied with her approach to managing her time commitments.

Resolution 13 relates to the election of David Robbie who was appointed to the Board on 17 November 2020 and will therefore also be standing for election for the first time. David brings significant international corporate finance experience to the Board. Prior to his appointment, the Board reviewed his other appointments and is satisfied with his approach to managing his time commitments.

These are the Directors that the Board has determined are independent directors for the purposes of the 2018 UK Corporate Governance Code (the 'Independent Directors').

Charles Gurassa and Moya Greene DBE are each stepping down as a Director from the conclusion of the AGM.

The biographical details on pages 8 to 11 of this document set out the Independent Director's experience. Their independence was determined by reference to the relevant provisions of the 2018 UK Corporate Governance Code. The Board also considers that each of the Independent Directors is independent in character and judgment and that there are no relationships or circumstances which are likely to affect, or could appear to affect, their judgment.

For each current Independent Director's selection, recruitment consultants were engaged to assist in conducting a thorough search to identify suitable candidates. The selection process involved, amongst other things, giving the recruitment consultants a detailed brief of the desired candidate profile against objective criteria and a rigorous process of interviews and assessments being carried out. The Nominations Committee was responsible in each case for identifying and nominating, for the approval of the Board, candidates to fill Board vacancies.

The Board considers, following a formal Board performance evaluation, that each Director seeking election or re-election continues to contribute effectively and to demonstrate commitment to his or her role and, in particular, continues to be important to the Company's long term sustainable success. This consideration of effectiveness is based on, amongst other things, the business skills, industry experience, business model experiences and other contributions individuals may make (including diversity considerations), both as an individual and also in contributing to the balance of skills, knowledge and capability of the Board as a whole, as well as the commitment of time for Board and Committee meetings and other duties. As set out in on page 93 of the 2020 Annual Report, there were a number of additional Board and Committee meetings during the year and attendance rates rates during this unprecedented period remained very high.

On 30 June 2020, the Company was notified by the Haji-Ioannou family concert party, consisting of easyGroup Holdings Limited (the holding vehicle for Sir Stelios Haji-Ioannou and Clelia Haji-Ioannou) and Polys Haji-Ioannou (through his holding vehicle Polys Holdings Limited) (the 'Haji-Ioannou Concert Party') that, as a result of the non-pre-emptive placing announced on 24 June 2020, the Haji-Ioannou Concert Party no longer holds 30% or more of the issued share capital of the Company. Accordingly, the requirements in the Listing Rules as to the election and re-election of the Independent Directors being subject to a vote of both shareholders and independent shareholders no longer apply. The Company continues to comply with the 2018 UK Corporate Governance Code.

AUDITORS (RESOLUTIONS 14 AND 15)

The Company is required at each general meeting at which the Company's Annual Report and Accounts for the previous financial year are presented to appoint auditors to hold office until the next such meeting.

The Board, on the recommendation of the Audit Committee, recommends the re-appointment of PricewaterhouseCoopers LLP as auditors to the Company and, accordingly, Resolution 14 proposes such re-appointment. Further details of the Audit Committee's assessment of their independence and effectiveness are set out on page 106 of the 2020 Annual Report.

The most recent external audit tender was carried out during the 2015 financial year which resulted in the re-appointment of PricewaterhouseCoopers LLP for the year ending 30 September 2016.

Resolution 15 authorises the Audit Committee, for and on behalf of the Directors, to fix the remuneration of the auditors.

POLITICAL DONATIONS AND POLITICAL EXPENDITURE (RESOLUTION 16)

Resolution 16 is designed to deal with rules on political donations and expenditure contained in Part 14 of the Companies Act 2006 (the 'Act') (sections 362 to 379), which provides that political donations made by a company to political parties, other political organisations and independent election candidates or political expenditure incurred by a company must be authorised in advance by shareholders.

Although the Company does not make and does not intend to make political donations to political parties or political organisations

or independent election candidates, or to incur political expenditure (within the normal meaning of those terms), the legislation is very broadly drafted and may catch such activities as funding seminars or functions to which politicians are invited, or may extend to bodies concerned with policy review, law reform and representation of the business community that the Company and its subsidiaries might wish to support. Accordingly, the Directors have decided to put forward this Resolution to renew the authority granted by shareholders at the Annual General Meeting of the Company held on 6 February 2020 to permit political donations and political expenditure in case any of its activities in its normal course of business are caught by the legislation.

This authority will cover the period from the date Resolution 16 is passed until the earlier of the end of the next Annual General Meeting of the Company or close of business on 22 March 2022. As permitted under the Act, Resolution 16 also covers any political donations made, or any political expenditure incurred, by any subsidiaries of the Company.

AUTHORITY OF DIRECTORS TO ALLOT SHARES (RESOLUTION 17)

Under section 551 of the Act, the directors of a company are not permitted to allot shares (or grant certain rights over shares) unless authorised to do so by shareholders.

At the last Annual General Meeting of the Company held on 6 February 2020, the Directors were given authority to allot relevant securities within the meaning of section 551 of the Act up to an aggregate nominal amount of £10,838,107 representing approximately 10% of the Company's issued ordinary share capital on 3 January 2020, being the latest practicable date prior to the publication of the notice of that Annual General Meeting. In addition, the Directors were given authority at a General Meeting of the Company held on 14 July 2020 to issue a further 19,860,406 ordinary shares (representing approximately 5 per cent. of the Company's issued ordinary share capital on 24 June 2020, being the latest practicable date prior to publication of the notice of that General Meeting).

As set out in a circular to shareholders dated 26 June 2020, the Company announced a successful placing of 59,541,498 ordinary shares representing approximately 14.99% of its share capital as at 24 June 2020 (the "Placing"). The Placing was undertaken in line with statements issued by the Financial Conduct Authority and the Pre-Emption Group's Statement of Principles.

The Placing utilised the existing allotment authorities described above and the available headroom in the Company's authorised share capital. Accordingly, the Directors are seeking a new allotment authority conditional upon removal of the authorised share capital limitation as set out in the proposed amendments to the Articles of Association and as further described on page 6.

The Investment Association ("IA") share capital management guidelines on directors' authority to allot shares state that its members will permit, and treat as routine, resolutions seeking authority to allot shares representing up to two thirds of the Company's issued share capital. The guidelines provide that any routine authority to allot shares representing in excess of one third of the Company's issued share capital should only be used to allot shares pursuant to a fully pre-emptive rights issue.

In light of these guidelines, your Board considers it appropriate that the Directors be granted an authority to allot shares in the capital of the Company and Resolution 17 gives the Directors the necessary authority to allot shares (a) up to an aggregate nominal amount of £41,127,035, being one third of the issued ordinary share capital of the Company on 17 November 2020 (being the latest practicable date prior to the publication of this document), and (b) comprising equity securities (as defined in section 560(1) of the Act) up to a further aggregate nominal amount of £41,127,035, again being one third of the issued ordinary share capital of the Company on 17 November 2020 (being the latest practicable date prior to the publication of this document) in connection with an offer by way of a rights issue. The power will last until the earlier of the end of the next Annual General Meeting of the Company or close of business on 22 March 2022. This Resolution is subject to the passing of Resolution 20 such that the authorised share capital limit contained in the Existing Articles is removed.

The Directors do not have any present intention to exercise this authority, however, given the current environment and challenge posed by COVID-19, the Directors consider it is appropriate for them to seek the flexibility that this authority provides. It is intended to renew this authority at each Annual General Meeting of the Company.

The Company does not currently hold any of its shares in treasury. If the Company were to create treasury shares, for example through the market purchase of its own shares, the subsequent sale of any treasury shares would be counted as equivalent to the issue of new shares for the purpose of the limitations on the issue of new shares included in Resolution 17.

DISAPPLICATION OF PRE-EMPTION RIGHTS (RESOLUTION 18)

If the Directors wish to exercise the authority under Resolution 17 and offer unissued shares for cash, the Act requires that, unless shareholders have given specific authority for the waiver of their statutory pre-emption rights by way of special resolution, the new shares be offered first to existing shareholders in proportion to their existing shareholdings. In certain circumstances, it may be in the best interests of the Company to allot shares (or to grant rights over shares) for cash without first offering them to existing shareholders in proportion to their holdings. Resolution 18, proposed as a special resolution, would authorise the Directors to disapply the strict statutory pre-emption provisions.

This would provide the Directors with a degree of flexibility to act in the best interests of the Company so that: (i) the Company can follow normal practice in the event of a rights issue, open offer or other offer of securities in favour of the existing shareholders in proportion to their shareholdings; and (ii) a limited number of shares may be issued for cash to persons other than existing shareholders in compliance with the IA guidelines referred to in Resolution 17 above. This authority will permit the Directors to allot the shares permitted under Resolution 17 in the following manner:

a. the Directors will be permitted to allot shares up to a nominal amount of £82,254,070, representing approximately two thirds of the Company's issued ordinary share capital, to existing shareholders on a pre-emptive basis. However, unless the shares are allotted pursuant to a rights issue (rather than an open offer), the directors may only allot shares up to a nominal amount of £41,127,035, (representing approximately one third of the Company's issued ordinary share capital) (in each case, subject to any limits, restrictions or arrangements, such as for fractional entitlements and overseas shareholders, as the directors consider necessary or appropriate); and/or

b. the Directors will be permitted to allot shares up to a maximum aggregate nominal amount of £6,231,368, representing approximately 5% of the issued ordinary share capital of the Company as at 17 November 2020 (being the latest practicable date prior to the publication of this document),

in each case without the shares first being offered to shareholders in proportion to their existing holdings.

The Directors do not have any present intention to exercise this authority, however, given the current environment and challenge posed by COVID-19, the Directors consider it is appropriate for them to seek the flexibility that this authority provides. If given, the authority will expire on the earlier of the conclusion of the next Annual General Meeting of the Company or close of business on 22 March 2022.

The Directors confirm their intention to follow the provisions of the Pre-emption Group's Statement of Principles regarding cumulative usage of authorities within a rolling three-year period. These principles provide that companies should not issue shares for cash representing more than 7.5% of the Company's issued share capital in any rolling three-year period, other than to existing shareholders, without prior consultation with shareholders.

Your Directors believe that the authority sought in this Resolution 18 is in the best interests of the Company and note that it complies with the IA share capital management guidelines and the Pre-emption Group's Statement of Principles.

PURCHASE OF OWN SHARES (RESOLUTION 19)

Resolution 19, proposed as a special resolution, gives the Company authority to buy back its own ordinary shares in the market as permitted by the Act. The authority limits the number of shares that could be purchased to a maximum of 45,674,962 representing approximately 10% of the Company's existing issued ordinary share capital as at 17 November 2020 (being the latest practicable date prior to the publication of this document) and sets minimum and maximum prices. This authority will expire on the earlier of the conclusion of the next Annual General Meeting of the Company or close of business on 22 March 2022.

Your Directors are of the opinion that it would be advantageous for the Company to be in a position to purchase its own shares should such action be deemed appropriate by the Board. The Directors

have no present intention of exercising the authority to purchase the Company's ordinary shares but will keep the matter under review, taking into account the financial resources of the Company, the Company's share price and future funding opportunities. The authority will be exercised only if the Directors believe that to do so would result in an increase in earnings per share and would be in the interests of shareholders generally. Other investment opportunities, gearing levels and the overall position of the Company will be taken into account in reaching such a decision. Any purchases of ordinary shares would be by means of market purchases through the London Stock Exchange.

As a result of Sir Stelios, Clelia and Polys Haji-Ioannou and their shareholding vehicles having previously been deemed by the Takeover Panel to be concert parties for the purposes of the Takeover Code, any market purchase would most likely be subject to prior consultation with the Takeover Panel and may require further shareholder approval in order to avoid technically triggering a mandatory offer obligation under Rule 9 of the Takeover Code.

Listed companies purchasing their own shares are allowed to hold them in treasury as an alternative to cancelling them. No dividends are paid on shares whilst held in treasury and no voting rights attach to treasury shares.

If Resolution 19 is passed at the AGM and any purchases were made, it is the Company's present intention that it would cancel all of the shares it may purchase pursuant to the authority granted to it. However, in order to respond properly to the Company's capital requirements and prevailing market conditions, the Directors would need to reassess at the time of any and each actual purchase whether to hold the shares in treasury or cancel them, provided it was permitted to do so.

As at 17 November 2020 (being the latest practicable date prior to the publication of this document), there were warrants and options over 11,258,831 ordinary shares in the capital of the Company representing 2.46% of the Company's issued ordinary share capital. If the authority to purchase the Company's ordinary shares was exercised in full, these warrants and options would represent 2.74% of the Company's issued ordinary share capital. The Directors intend to seek renewal of this authority at each Annual General Meeting of the Company.

ARTICLES OF ASSOCIATION (RESOLUTION 20)

The Company is proposing changes to its Articles of Association to be put to shareholders at the AGM. The existing articles of association (the 'Existing Articles') were adopted by the Company on 8 February 2018.

Details of the changes reflected in the proposed new Articles of Association (the "New Articles"), and an explanation of the effect of the proposed amendments, are summarised in the Appendix to this document on page 18. Other changes, which are of a minor, technical or clarifying nature have not been noted in the Appendix. Resolution 20 would adopt the New Articles in their entirety from the conclusion of the AGM.

The New Articles contain changes which remove the authorised share capital limit from the Existing Articles. A limit on authorised share capital has not been required under the Act for some time. The Directors believe that it is in the interests of the Company to bring the share capital authorities in line with market practice and to provide flexibility to allot more shares than are permitted by the provisions of the Existing Articles, in line with the authority granted by Resolution 17. Shareholders will continue to have control over the maximum limit of any new equity issuances of the Company through the approval of annual allotment and disapplication of pre-emption rights authorities at future Annual General Meetings of the Company.

A copy of the New Articles (together with a copy marked up to show the changes from the Existing Articles) will be available for inspection on the Company's website (http://corporate.easyjet.com/ investors) and at the Company's registered office (upon prior appointment) from the date of this document until the conclusion of the AGM. You are strongly encouraged to view the New Articles on the Company's website; any viewing at the Company's registered office will be by appointment only and subject to the UK Government's coronavirus restrictions at the applicable time.

LENGTH OF NOTICE OF GENERAL MEETINGS OTHER THAN AGMS (RESOLUTION 21)

Resolution 21 is a resolution to allow the Company to hold general meetings (other than Annual General Meetings) on 14 days' clear notice.

The minimum notice period for general meetings of listed companies is 21 clear days, but companies may reduce this period to 14 clear days (other than for Annual General Meetings) provided that:

• a. the company offers a facility for shareholders to vote by electronic means. This condition is met if the company has a facility enabling all shareholders to appoint a proxy by means of a website; and
• b. on an annual basis, a shareholders' resolution approving the reduction of the minimum notice period from 21 clear days to 14 clear days is passed.

The Board is therefore proposing Resolution 21 as a special resolution to approve 14 clear days as the minimum period of notice for all general meetings of the Company other than Annual General Meetings. The approval of this Resolution will be effective until the end of the next Annual General Meeting of the Company, when it is intended that the approval will be renewed.

It is widely acknowledged that the ability of companies to hold meetings at short notice is important and commercially desirable in certain circumstances. The Directors realise that this must be balanced against the need for shareholders to have sufficient time to evaluate, investigate and comment upon any issues relating to general meeting motions in particular where the proposals are of such complexity that shareholders require more time to consider their voting decision.

The Board's intention therefore is not to use this shorter notice period other than in limited exceptional circumstances which are time-sensitive, rather than as a matter of routine, and only where the flexibility is merited by the business of the meeting and is thought to be in the interests of shareholders as a whole. The Directors do not have any current intention to exercise this authority but consider it appropriate to ensure that the Company has the appropriate flexibility to respond to all eventualities.

DIVIDEND

The Company's stated dividend policy is to pay shareholders 50% of headline earnings after tax. As the Company made a loss in the year to 30 September 2020, a resolution to approve a final dividend is not being put forward for approval at the AGM.

HOW DO I VOTE?

The Board takes the well-being of its employees, customers and shareholders very seriously. Given the UK Government's current restrictions on public gatherings in place at the date of this document and in accordance with the regulations set out in Schedule 14 of the Corporate Insolvency and Governance Act 2020, we regret that it will not be possible for shareholders to attend the AGM in person. We anticipate that only the Chairman and a limited number of directors and employees will be in attendance (which may be by electronic means) at the AGM to ensure a quorum and to conduct the business of the AGM. No other directors or members of management will attend the meeting.

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 AGM 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 11.00 a.m. on 21 December 2020. Further details are set out in the notes on pages 14 to 16.

Alternatively, you will find enclosed a Form of Proxy which you can use to submit your vote in advance of the AGM. 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 11.00 a.m. on Monday 21 December 2020, being 48 hours before the time appointed for the AGM.

In addition, the Company will be offering facilities for shareholders to vote at the AGM 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 AGM electronically.

Shareholders can submit questions to the Board in advance of the AGM by emailing cosec@easyjet.com by no later than 11.00 a.m. on Monday 21 December 2020. We will consider all questions received and, if appropriate and relating to the business of the AGM, give an answer at the AGM and provide a written response or publish answers on our website (https://corporate. easyjet.com).

The Board will keep the situation under review and may need to make further changes to the arrangements relating to the AGM, including how it is conducted, and shareholders should therefore continue to monitor the Company's website (https:// 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 considers that all the Resolutions in the notice of the AGM are likely to promote the success of the Company and are in the best interests of the Company and its shareholders as a whole. Your Directors unanimously recommend that you vote in favour of Resolutions 1 to 21 as they intend to do in respect of their own beneficial holdings which amount in aggregate to 289,165 shares representing approximately 0.06% of the existing issued ordinary share capital of the Company as at 17 November 2020, being the latest practicable date prior to the publication of this document.

I would like to thank shareholders, on behalf of the Board, for your continued support as we continue to manage the business through these unprecedented times.

Yours faithfully

JOHN BARTON Chairman

john barton (76) Non-Executive Chairman

Nationality: British

Appointed: May 2013

Key areas of expertise: Finance, Governance

Skills and experience

John has significant board experience, having previously served as Chairman of Next plc, Catlin Group Limited, Cable & Wireless Worldwide plc, Brit Holdings plc and Wellington Underwriting plc. He was previously Senior Independent Director of Luceco plc, WH Smith plc, Hammerson plc and SSP Group plc. He was also the Chief Executive of insurance broker JIB Group plc. After JIB's merger with Lloyd Thompson, he became Chairman of the combined Group, Jardine Lloyd Thompson Group plc, until 2001. John is a qualified Chartered Accountant and has an MBA from Strathclyde University.

JOHAN LUNDGREN (54) Chief Executive Officer

Nationality: Swedish

Appointed: December 2017

Key areas of expertise: Travel and Tourism

Skills and experience

Johan has more than 30 years' experience working in the travel industry, starting his career as a tour guide and occupying various roles in travel marketing and sales. Prior to joining easyJet in December 2017 as Chief Executive, Johan was the Group Deputy Chief Executive Officer and Chief Executive Officer of Mainstream Tourism at TUI AG. Prior to this Johan was the Managing Director for the Northern Region at TUI Travel plc from 2007 until 2011. From 2003 until 2007, he was the Managing Director and Chief Executive Officer of TUI Nordic. Johan led MyTravel's businesses out of Canada and Sweden between 1999 and 2003, prior to which he was Managing Director of Always Tour Operations from 1996.

ANDREW FINDLAY (51) Chief Financial Officer

Nationality: British

Appointed: October 2015

Key areas of expertise: Finance

Skills and experience

Andrew was previously Chief Financial Officer at Halfords Group plc from February 2011 to October 2015. Prior to this, Andrew was Director of Finance, Tax and Treasury at Marks and Spencer Group plc. He has also held senior finance roles at the London Stock Exchange and at Cable & Wireless, in the UK and the US. Andrew qualified as a Chartered Accountant with Coopers & Lybrand.

Current external appointments

Chairman of Ted Baker plc and Non-Executive Director of Matheson & Co Ltd.

Current external appointments None.

Current external appointments

Non-Executive Director of Rightmove plc, Chair of its Audit Committee and member of its Nomination Committee.

DR ANDREAS BIERWIRTH (49) Independent Non-Executive Director

Nationality:

German

Appointed: July 2014

Key areas of expertise: Aviation, European Perspective

Skills and experience

Andreas previously served as a Director and Chief Commercial Officer at Austrian Airlines AG. Andreas also served as Vice President of Marketing at Deutsche Lufthansa AG (Frankfurt) and Chairman of the Supervisory Board at T-Mobile Polska SA. Prior to this, Andreas was firstly Deputy Managing Director and later Managing Director at Germanwings.

Current external appointments

Chief Executive Officer of Magenta Telekom (formerly T-Mobile Austria). Chairman of the Supervisory Board of Do&Co AG and member of the Supervisory Board of Telekom Deutschland GmbH.

CATHERINE BRADLEY CBE (61) Independent Non-Executive Director

Nationality: French and British Appointed: January 2020

Key areas of expertise: Finance, Regulatory

Skills and experience

Catherine has held a number of senior finance roles for 33 years in investment banking and risk management, in the US, then the UK and finally Asia, starting with Merrill Lynch for 10 years. Latterly she joined Credit Suisse as Managing Director for nine years, first in London from 2003 as Head of Client Coverage and then in Hong Kong from 2008 to 2012 as Head of the Equity Linked Solutions Group for Asia-Pacific. She finished that phase of her career as Head of Advisory Global Markets with Societe Generale Asia until 2014. From 2014 until July 2020, she was a Non-Executive Director of the UK Financial Conduct Authority and Chair of its Audit Committee. She was also a Non-Executive Director of WS Atkins plc from 2015 until its delisting in 2017. Catherine graduated from HEC Paris with a major in Finance and International Economics, and was awarded a CBE in 2019.

Current external appointments

Member of the Supervisory Board, Chair of the Finance and Audit Committee, and member of the Appointments, Compensation and Governance Committee of Peugeot S.A. Non-Executive Director of Johnson Electric Holdings Limited and of Kingfisher plc.

DR ANASTASSIA LAUTERBACH (48) Independent Non-Executive Director

Nationality: German

Appointed: January 2019

Key areas of expertise: Information Technology, Cyber

Skills and experience

Anastassia brings expertise in innovative technologies, including cyber security and artificial intelligence. She served as the Senior Vice President of Global Business Operations Europe at Qualcomm Incorporated, a world leader in 3G, 4G and next-generation wireless technologies. She also held several roles at Deutsche Telekom AG, including Senior Vice President, Business Development and Investments, Acting Chief Products and Innovation Officer, and Senior Vice President, Planning & Development; and served as a member of the Executive Operating Board. Prior to this, she served as Executive Vice President, Group Strategy at T-Mobile International AG and, prior to T-Mobile, she served in various operational and strategic roles at Daimler Chrysler Financial Services, McKinsey & Company and Munich Reinsurance Company. She has also served as a director of Dun & Bradstreet, Censhare AG and Wirecard AG.

Current external appointments

Chief Executive Officer and founder of Lauterbach Consulting & Venturing GmbH and a Director of Freight One, a rail transportation services B2B operator in Russia. She is also a professor of Artificial Intelligence, Data and Data Ethics at XU Exponential University in Potsdam.

NICK LEEDER (51) Independent Non-Executive Director

Nationality: Australian and French

Appointed: January 2019

Key areas of expertise: Information Technology

Skills and experience

Nick has substantial leadership experience with deep expertise of print to digital business transformation within the media sector. Nick has spent the last eight years leading Google's businesses in Australia, New Zealand and France before moving to Ireland. Prior to Google, Nick was at News Corporation, firstly as Chief Operating Officer of News Digital Media and latterly as Deputy Chief Executive of national broadsheet newspaper, 'The Australian'. Before that he was Chief Operating Officer of newspaper group, Fairfax Digital. He has a degree in pure mathematics from the University of Sydney and an MBA from Insead.

MONI MANNINGS (57) Independent Non-Executive Director

Nationality: British

Skills and experience Moni has held a number of nonexecutive positions, including as a Board member of the Solicitors Regulation Authority (chairing its Equality, Diversity and Inclusion Committee) and at Cranfield University. Until 2017, Moni was Chief Operating Officer of Aistemos Limited, a leading IP data analytics and strategy company. From 2000 until 2016, Moni was a Partner and Head of the International Banking and Finance Division of Olswang LLP, before which she held senior positions with Dewey & LeBoeuf LLP, Simmons & Simmons and Clifford Chance LLP. Moni also served as a Non-Executive Director of Polypipe Group plc (2014 to 2019) and Dairy Crest Group plc (2017 until their acquisition and delisting in 2019).

Key areas of expertise: Commercial, Legal

Appointed: August 2020 A N

JULIE SOUTHERN (60) Senior Independent Non-Executive Director

Nationality: British

Appointed: August 2018

Key areas of expertise: Finance, Aviation

Skills and experience

Julie has significant board experience and has held a number of commercially oriented finance and related roles during her career. She was Chief Commercial Officer of Virgin Atlantic Limited between 2010 and 2013, responsible for the commercial strategy of Virgin Atlantic Airways and Virgin Holidays. Prior to this, Julie was Chief Financial Officer of Virgin Atlantic Limited for 10 years. In addition, Julie was previously Group Finance Director at Porsche Cars Great Britain and Finance and Operations Director at WH Smith – HJ Chapman & Co. Ltd. She has previously been a Non-Executive Director of Stagecoach Group plc, Gategroup AG, Cineworld plc and DFS Furniture plc. Julie holds a BA (Hons) in Economics from the University of Cambridge and is a qualified Chartered Accountant.

Current external appointments

Vice President at Google Ireland, EMEA Headquarters.

Current external appointments

Independent Non-Executive Director of Hargreaves Lansdown plc, Breedon Group plc and Investec Bank plc, and Deputy Chair of the charity Barnardo's.

Current external appointments

Non-Executive Director and Chair of the Audit Committees of Rentokil Initial plc and NXP Semiconductors N.V. Non-Executive Director, Chair of the Audit Committee and member of the Remuneration Committee at Ocado Group plc.

david robbie (57) Independent Non-Executive Director

Nationality:

British

Appointed: November 2020

Key areas of expertise:

Travel, Corporate Finance, M&A

Skills & experience

David has significant international corporate finance experience. He was Finance Director of Rexam PLC from 2005 until its £4.3 billion acquisition by Ball Corporation in 2016. Prior to his role at Rexam, David served in senior finance roles at BTR plc (now Invensys plc) before becoming Group Finance Director at CMG plc in 2000 and then Chief Financial Officer at Royal P&O Nedloyd N.V. in 2004. He served as a non-executive director of the BBC between 2006 and 2010 and as Chairman of their Audit Committee. David qualified as a chartered accountant at KPMG.

Current external appointments

Non-Executive Director and Chair of the Audit Committee at DS Smith Plc. Senior Independent Director and Chair of the Audit Committee at FirstGroup plc.

BOARD COMMITTEES

• Committee Chair
• A Audit Committee
• F Finance Committee
• N Nominations Committee
• S Safety Committee R Remuneration Committee

NOTICE OF ANNUAL GENERAL MEETING

Notice is hereby given that the twentieth Annual General Meeting of easyJet plc (the 'Company') will be held on Wednesday 23 December 2020 at 11.00 a.m. to consider and, if thought fit, to pass Resolutions 1 to 17 inclusive as ordinary resolutions and Resolutions 18 to 21 inclusive as special resolutions:

ORDINARY RESOLUTIONS

Annual Report and Accounts

1. To receive the Company's financial statements and the reports of the directors and of the auditors for the year ended 30 September 2020.

Remuneration Policy

1. To approve the Directors' Remuneration Policy set out on pages 112 to 118 (inclusive) in the 2020 Annual Report.

Remuneration Report

1. To approve the Directors' Remuneration Report, comprising the Annual Statement by the Chairman of the Remuneration Committee and the Annual Report on Remuneration, for the year ended 30 September 2020 set out on pages 108 to 127 (but excluding the Directors' Remuneration Policy set out on pages 112 to 118) in the 2020 Annual Report.

Directors

• 1. To re-appoint John Barton as a Director.
• 1. To re-appoint Johan Lundgren as a Director.
• 1. To re-appoint Andrew Findlay as a Director.
• 1. To re-appoint Dr Andreas Bierwirth as a Director.
• 1. To re-appoint Catherine Bradley CBE as a Director.
• 1. To re-appoint Dr Anastassia Lauterbach as a Director.
• 1. To re-appoint Nick Leeder as a Director.
• 1. To re-appoint Julie Southern as a Director.
• 1. To appoint Sheikh Mansurah Tal-At ('Moni') Mannings as a Director.
• 1. To appoint David Robbie as a Director.

Auditors

• 1. To re-appoint PricewaterhouseCoopers LLP as auditors of the Company to hold office until the conclusion of the next general meeting of the Company at which accounts are laid.
• 1. To authorise the Audit Committee, for and on behalf of the Directors, to determine the remuneration of the auditors.

Authority to make political donations

1. THAT in accordance with sections 366 and 367 of the Act, the Company and all companies which are subsidiaries of the Company at the date on which this Resolution 16 is passed or during the period when this Resolution 16 has effect be generally and unconditionally authorised to:

2. a. make political donations to political parties or independent election candidates not exceeding £5,000 in total;

3. b. make political donations to political organisations other than political parties not exceeding £5,000 in total; and
4. c. incur political expenditure not exceeding £5,000 in total,

(as such terms are defined in the Act) during the period beginning with the date of the passing of this Resolution and ending on the earlier of the end of the next Annual General Meeting of the Company or close of business on 22 March 2022 provided that the authorised sum referred to in paragraphs (a), (b) and (c) above, may be comprised of one or more amounts in different currencies which, for the purposes of calculating the said sum, shall be converted into pounds sterling at the exchange rate published in the London edition of the Financial Times on the date on which the relevant donation is made or expenditure incurred (or the first business day thereafter) or, if earlier, on the day on which the Company enters into any contract or undertaking in relation to the same provided that, in any event, the aggregate amount of political donations and political expenditure made or incurred by the Company and its subsidiaries pursuant to this Resolution 16 shall not exceed £15,000.

Authority to allot shares

• 1. THAT, in substitution for all existing authorities and subject to the passing of Resolution 20, the directors be generally and unconditionally authorised in accordance with section 551 of the Act to exercise all the powers of the Company to allot shares in the Company or grant rights to subscribe for or to convert any security into shares in the Company:
• a. up to an aggregate nominal amount of £41,127,035; and
• b. comprising equity securities (as defined in section 560(1) of the Act) up to a further aggregate nominal amount of £41,127,035 in connection with an offer by way of a rights issue,

such authorities to apply until the earlier of the conclusion of the next Annual General Meeting of the Company or close of business on 22 March 2022 unless previously renewed, varied or revoked by the Company in general meeting but, in each case, so that the Company may make offers and enter into agreements before the authority expires which would, or might, require shares to be allotted or rights to subscribe for or to convert any security into shares to be granted after the authority expires and the directors may allot shares or grant such rights under any such offer or agreement as if the authority had not expired. References in this Resolution 17 to the nominal amount of rights to subscribe for or to convert any security into shares (including where such rights are referred to as equity securities as defined in section 560(1) of the Act) are to the nominal amount of shares that may be allotted pursuant to the rights.

For the purposes of this Resolution 17 'rights issue' means an offer to:

• i. ordinary shareholders in proportion (as nearly as may be practicable) to their existing holdings; and
• ii. holders of other equity securities, as required by the rights of those securities or, subject to such rights, as the directors otherwise consider necessary,

to subscribe for further securities by means of the issue of a renounceable letter (or other negotiable document) which may be traded for a period before payment for the securities is due, including an offer to which the directors may impose any limits or restrictions or make any other arrangements which they consider necessary or appropriate to deal with treasury shares, fractional entitlements, record dates, legal, regulatory or practical problems in, or under the laws of, any territory or any other matter.

SPECIAL RESOLUTIONS

Disapplication of pre-emption rights

• 1. THAT, in substitution for all existing authorities and subject to the passing of Resolution 17, the Directors be and they are hereby empowered pursuant to section 570 and section 573 of the Act to allot equity securities (within the meaning of Section 560 of the Act) for cash either pursuant to the authority conferred by Resolution 17 and/or by way of a sale of treasury shares, as if Section 561(1) of the Act did not apply to any such allotment and/or sale and provided that this authority shall be limited to the allotment of equity securities and/or sale of treasury shares for cash:
• a. in connection with an offer of equity securities (but in the case of an allotment pursuant to the authority granted by paragraph (b) of Resolution 17, by way of a rights issue only):
  • i. to ordinary shareholders in proportion (as nearly as may be practicable) to their existing holdings; and
  • ii. to people who hold other equity securities if this is required by the rights of those securities or, if the Directors consider it necessary, as permitted by the rights of those securities,

and so that the Directors may impose any limits or restrictions and make any arrangements which they consider necessary or appropriate to deal with treasury shares, fractional entitlements, record dates, legal, regulatory or practical problems in, or under the laws of, any territory or any other matter; and

b. (otherwise than pursuant to sub-paragraph (a) of this Resolution 18) to any person or persons up to the aggregate nominal amount of £6,231,368,

and shall expire upon the earlier of the conclusion of the next Annual General Meeting of the Company or close of business on 22 March 2022, unless previously renewed, varied or revoked by the Company in general meeting, but, in each such case, that the Company may before such expiry make an offer or agreement which would or might require equity securities to be allotted (and/or treasury shares to be sold) after such expiry and the Directors may allot equity securities (and/or sell treasury shares) in pursuance of such offer or agreement as if the power conferred hereby had not expired.

Authority to purchase own shares

• 1. THAT the Company be generally and unconditionally authorised to make one or more market purchases (within the meaning of Section 693(4) of the Act) of ordinary shares of 27 2/7 pence each in the capital of the Company, on such terms and in such manner as the Directors may from time to time determine, provided that:
• a. the maximum aggregate number of ordinary shares hereby authorised to be acquired is 45,674,962 representing approximately 10% of the issued ordinary share capital of the Company as at 17 November 2020 (being the latest practicable date prior to the publication of this document);
• b. the minimum price (excluding expenses) which may be paid for any such ordinary share is 27 2/7 pence;
• c. the maximum price (excluding expenses) which may be paid for any such share is the higher of: (i) an amount equal to 105% of the average of the middle market quotations for an ordinary share in the Company as derived from the London Stock Exchange Daily Official List for the five business days immediately preceding the day on which such share is contracted to be purchased; and (ii) the higher of the price of the last independent trade and the highest current independent bid for an ordinary share in the Company on the trading venues

where the market purchases by the Company pursuant to the authority conferred by this Resolution 19 will be carried out;

• d. the authority hereby conferred shall expire on the earlier of the date of the next Annual General Meeting of the Company or close of business on 22 March 2022, whichever is earlier, unless previously renewed, varied or revoked by the Company in general meeting; and
• e. the Company may make a contract to purchase its ordinary shares under the authority hereby conferred prior to the expiry of such authority, which contract will or may be executed wholly or partly after the expiry of such authority, and may purchase its ordinary shares in pursuance of any such contract.

Articles of association

1. THAT with effect from the end of the meeting the articles of association produced to the meeting and, for the purpose of identification, signed by the Chairman, be adopted as the articles of association of the Company in substitution for and to the exclusion of the Company's existing articles of association.

Notice of general meetings

1. THAT a general meeting, other than an Annual General Meeting, may be called on not less than 14 clear days' notice.

By order of the Board

MAAIKE DE BIE Company Secretary

23 November 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 document.

PART II: NOTES

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

ELIGIBILITY TO ATTEND AND VOTE AT THE AGM

• 1. The Board takes the well-being of its employees, customers and shareholders very seriously. Given the UK Government's restrictions on public gatherings in place at the date of this Notice and in accordance with the regulations set out in Schedule 14 of the Corporate Insolvency and Governance Act 2020, we regret that it will not be possible for shareholders to attend the AGM in person. We anticipate that only the Chairman of the meeting and a limited number of directors and employees will be in attendance at the AGM (which may be by electronic means) to ensure a quorum and to conduct the business of the AGM. No other directors or members of management or the Company's advisors will attend the meeting. The Company is offering facilities for shareholders to vote at the AGM 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 AGM, including how it is conducted, and shareholders should therefore continue to monitor the Company's website (https://corporate.easyjet.com/ investors) and announcements for any updates.
• 1. To be entitled to vote at the AGM, whether electronically or by proxy, members must be registered in the register of members of the Company at 6.30 p.m. on Monday 21 December 2020 (or, if the AGM is adjourned, at 6.30 p.m. on the date that is two days (excluding non-working days) prior to the adjourned AGM). Changes to entries on the register of members after 6.30 p.m. on Monday 21 December 2020 (or, if the AGM is adjourned, at 6.30 p.m. on the date that is two days (excluding non-working days) prior to the adjourned AGM) shall be disregarded in determining the rights of any person to attend or vote (and the number of votes they may cast) at the AGM or adjourned AGM.

ENTITLEMENT TO APPOINT A PROXY

• 1. Shareholders are strongly encouraged to vote on the Resolutions in advance of the AGM by completing an online proxy appointment form appointing the Chairman of the meeting as your proxy and to register any questions in advance. A member entitled to vote at the AGM 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 AGM. A member can appoint more than one proxy in relation to the AGM, 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 AGM either electronically or in person to represent you. Given that the UK Government's current guidance means 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.
• 1. Appointing a proxy does not preclude you from participating in the AGM electronically and voting on any matters in respect of which the proxy or proxies is or are appointed. 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 at the AGM. Details on how to do this are set out below.

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 AGM. 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 AGM. 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 22 December 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 AGM, 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, 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 11.00 a.m. on Monday 21 December 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 AGM: (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 on their 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 later than 11.00 a.m. on Monday 21 December 2020, being 48 hours before the time appointed for holding the AGM. 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 AGM 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 11.00 a.m. on Monday 21 December 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 Company'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 or 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 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 AGM, the results of the voting at the AGM 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 (https://corporate.easyjet.com).

QUESTIONS

• 1. Members satisfying the thresholds in section 527 of the Act can require the Company to publish a statement on its website setting out any matter relating to (a) the audit of the Company's accounts (including the auditor's report and the conduct of the audit) that are to be laid before the AGM; or (b) any circumstances connected with an auditor of the Company ceasing to hold office since the last Annual General Meeting, that the members propose to raise at the AGM. The Company cannot require the members requesting the publication to pay its expenses. Any statement placed on the website must also be sent to the Company's auditors no later than the time it makes its statement available on the website. The business which may be dealt with at the AGM includes any statement that the Company has been required to publish on its website.
• 1. The Company must cause to be answered at the AGM any question relating to the business being dealt with at the AGM which is put by a member of the Company attending the AGM, except: (i) if to do so would interfere unduly with the preparation for the AGM 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 AGM that the question be answered. Due to the UK Government's current restrictions on public gatherings, it will not be possible for shareholders to attend the AGM 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 AGM by emailing cosec@easyjet.com by no later than 11.00 a.m. on Monday 21 December 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 AGM, give an answer at the AGM and provide a written response or publish answers on our website (https:// corporate.easyjet.com).

ADDITIONAL INFORMATION

• 1. As at 17 November 2020, being the latest practicable date prior to the publication of this document, the Company's issued share capital consists of 456,749,631 ordinary shares, carrying one vote each. The Company holds no shares in treasury. Therefore, the total voting rights in the Company are 456,749,631.
• 1. The following information is available on the Company's website (http:// corporate.easyjet.com): (i) the contents of this Notice; (ii) the 2020 Annual Report; (iii) details of the total number of shares in respect of which members are entitled to exercise voting rights at the AGM; and (iv) the interests which have been disclosed to the Company since 17 November 2020 in accordance with the FCA's Disclosure Guidance and Transparency Rules (DTR) (a) Directors' interests under DTR 3.1.2; and (b) the interests of persons with disclosable interests in the Company's issued ordinary shares under DTR 5. If applicable, any members' statements, members' resolutions or members' matters of business received by the Company after the date of this notice will also be made available on the Company's website.
• 1. A copy of the New Articles (together with a copy marked up to show the changes from the Existing Articles) will be available for inspection on the Company's website (https://corporate. easyjet.com/investors). They will also be available, along with the terms and conditions of appointment of Directors, for inspection at the Company's registered office (upon prior appointment only and subject to the UK Government's coronavirus restrictions at the appropriate time) from the date of this Notice until the conclusion of the AGM.

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 AGM or to have someone else

so appointed. 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.

PART III: ELECTRONIC FACILITIES

The Company is pleased to be able to offer facilities for shareholders to vote at the AGM 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 AGM electronically and to obtain the conference call details, shareholders will need to download the latest version of the Lumi AGM App (the 'App') onto their 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 AGM will be available from 10.00 a.m. on Wednesday 23 December 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 AGM start time (being 11.00 a.m. on Wednesday 23 December 2020).

An audio webcast of the AGM will also be made available through the App and Website. If you do not want to ask questions, but simply listen to the AGM instead, you can do so through the App or Website. However, in order to speak at the AGM 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 198-869-399. 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 Tuesday 22 December 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 AGM will be available from 10.00 a.m. on Wednesday 23 December 2020, although the voting functionality will not be enabled except when 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 AGM start time. During the AGM, you must ensure you are connected to the internet at all times in order to vote when the Chairman commences polling on the Resolutions. You must also ensure you remain dialled in to the AGM to ensure you can participate throughout the meeting. Therefore, it is your responsibility to ensure connectivity for the duration of the AGM.

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

ACCESSING THE TELEPHONE CALL

To be able to speak at the AGM, 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 10.00 a.m. on Wednesday 23 December 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 AGM 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.

VOTING

Voting options will appear on the screen after the Chairman has declared the poll open. 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. 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 AGM, 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 AGM by emailing cosec@easyjet.com by no later than 11.00 a.m. on Monday 21 December 2020. We will consider all questions received and, if appropriate, answer them at the AGM and put responses on our website.

PROCESS

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

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 AGM. Please see notes 4 to 8 of Part II of this document for details of how to do this. Appointments must be made by 11.00 a.m. on Monday 21 December 2020.

Once a valid appointment has been made please contact the Company's registrar, Equiniti, before 9.00 a.m. Tuesday 22 December 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 either the General Meeting held on 22 May 2020 or the General Meeting held on 14 July 2020 will not be valid for the AGM and you will need to contact Equiniti to request new details.

APPENDIX: SUMMARY OF THE PRINCIPAL CHANGES PROPOSED TO THE EXISTING ARTICLES

The principal changes to the Existing Articles included in the proposed New Articles are summarised below. Other changes, which are of a minor, technical or clarifying nature have not been summarised, but are visible on the marked up copy available for inspection on the Company's website (https://corporate.easyjet.com/investors).

AUTHORISED SHARE CAPITAL

The Existing Articles contain a cap on the authorised share capital of £125,000,000. The Board notes that the authorised share capital provision is no longer a required concept under the Act and market practice has been to remove it from the articles of association. Shareholders will continue to have control over the maximum limit of any new equity issuances of the Company through the approval of annual allotment and disapplication of pre-emption rights authorities at future AGMs.

HYBRID MEETINGS

The New Articles include provisions which permit the Company to hold 'hybrid' general meetings (including annual general meetings) in such a way that enables members to attend and participate in the business of the meeting by either attending a physical location or by attending by electronic means. This provides the Company with greater flexibility to align with technological advances, changes in investor sentiment and evolving best practice. Certain consequential changes to facilitate the provision for hybrid meetings have also been made throughout the New Articles.

In line with the views expressed by the Investment Association, the changes will not permit the Company to hold general meetings solely by electronic means, so a physical meeting will still be required.

Moving forwards, the Company will have regard to the views and stance of shareholders and institutional and governance bodies at the time, when making a decision as to whether to hold a 'hybrid' meeting at the relevant time. Nothing in the New Articles prevents the Company from holding solely physical general meetings.

NOTICES FOR SHAREHOLDERS WITH NON-UK ADDRESSES UNDER ARTICLE 39

The New Articles also include a new provision dealing with the service of notices under Article 39, which relates only to the powers available to the Company to implement share ownership limitations (including disenfranchisement in furtherance of its Brexit arrangements set out on page 2), to shareholders with non-UK postal addresses. Where the Company determines to serve a notice pursuant to Article 39 on a shareholder with a non-UK postal address, such notice will be deemed to have been delivered on the sixth working day after the day when it was sent by airmail. This change is designed to clarify the timing of deemed delivery and aid the practical application of the existing provisions in the Articles, and does not impact affected shareholders rights in any way.

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