Easyjet PLC — AGM Information 2020

Dec 23, 2020

easyJet plc Company number: 3959649

Annual General Meeting

23 December 2020

The following resolutions concerning special business were passed at easyJet plc's Annual General Meeting held on 23 December 2020:

Ordinary Resolutions

Resolution 16 - Authority to make Political Donations

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:

• a. make political donations to political parties or independent election candidates not exceeding £5,000 in total;
• b. make political donations to political organisations other than political parties not exceeding £5,000 in total; and
• 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.

Resolution 17 - Authority to allot shares

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

Resolution 18 - Disapplication of pre-emption rights

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. 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.

Resolution 19 - Authority to purchase own shares

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.

Resolution 20 - Articles of association

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.

Resolution 21 - Notice of general meetings

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