Easyjet PLC

AGM Information • Feb 10, 2022

National Storage Mechanism | Additional information

RNS Number : 3464B

easyJet PLC

10 February 2022

10 February 2022

easyJet plc

(the "Company")

Results of Annual General Meeting

The Company announces the voting results of its Annual General Meeting ('AGM') held earlier today. 

All resolutions put to the meeting were passed with the requisite majority by means of a poll. Resolutions 1 to 17 were each passed as an Ordinary Resolution (requiring a simple majority for them to be passed) and resolutions 18 to 20 were each passed as a Special Resolution (requiring at least a 75% majority for them to be passed).

The polling results for each resolution are set out below:

Resolution		Votes For	%	Votes Against	%	Total Votes	% of ISC Voted1	Votes Withheld2
1.	To receive the Annual Report and Accounts for the year ended 30 September 2021	271,971,218	99.98	50,185	0.02	272,021,403	35.89%	2,228,222
2.	To approve the Directors' Remuneration Policy	186,561,503	73.38	67,687,412	26.62	254,248,915	33.54%	19,999,292
3.	To approve the Directors' Remuneration Report	258,407,932	97.23	7,355,130	2.77	265,763,062	35.06%	8,482,821
4.	To re-appoint Johan Lundgren as a Director	226,679,675	94.41	13,427,723	5.59	240,107,398	31.68%	34,143,925
5.	To appoint Kenton Jarvis as a Director	239,854,855	90.25	25,917,666	9.75	265,772,521	35.06%	8,474,830
6.	To appoint Stephen Hester as a Director	229,188,954	86.23	36,594,779	13.77	265,783,733	35.06%	8,464,112
7.	To re-appoint Dr Andreas Bierwirth as a Director	239,838,254	99.91	222,007	0.09	240,060,261	31.67%	34,187,781
8.	To re-appoint Catherine Bradley CBE as a Director	237,793,967	99.05	2,272,169	0.95	240,066,136	31.67%	34,182,669
9.	To re-appoint Nick Leeder as a Director	239,020,968	99.57	1,039,132	0.43	240,060,100	31.67%	34,188,705
10.	To re-appoint Julie Southern as a Director	228,717,280	95.27	11,351,482	4.73	240,068,762	31.67%	34,179,807
11.	To appoint Sheikh Mansurah Tal-At ('Moni') Mannings as a Director	225,805,844	94.06	14,262,067	5.94	240,067,911	31.67%	34,180,658
12.	To re-appoint David Robbie as a Director	239,609,223	99.81	454,056	0.19	240,063,279	31.67%	34,184,002
13.	To re-appoint PricewaterhouseCoopers LLP as auditors of the Company	243,793,340	91.72	22,003,578	8.28	265,796,918	35.07%	8,450,469
14.	To authorise the Audit Committee to determine the auditors' remuneration	251,682,576	94.68	14,141,199	5.32	265,823,775	35.07%	8,424,565
15.	To authorise the Company and its subsidiaries to make political donations and incur political expenditure	212,706,911	80.02	53,118,775	19.98	265,825,686	35.07%	8,427,584
16.	To authorise the Directors to allot shares	216,351,128	78.93	57,770,727	21.07	274,121,855	36.16%	126,714
17.	To approve the easyJet Restricted Share Plan	195,368,696	74.93	65,362,662	25.07	260,731,358	34.40%	13,515,066
18.	To disapply statutory pre-emption rights (Special Resolution)	226,469,924	82.63	47,601,294	17.37	274,071,218	36.16%	173,012
19.	To authorise the Company to purchase its own shares (Special Resolution)	265,858,408	97.38	7,147,012	2.62	273,005,420	36.02%	243,618
20.	To authorise the Company to call general meetings on not less than 14 clear days' notice (Special Resolution)	267,169,620	97.47	6,928,848	2.53	274,098,468	36.16%	149,259

Notes:

1.   Based on total issued share capital of 758,010,025 ordinary shares (as at 8 February 2022).

2.   A vote withheld is not a vote in law and is not counted towards votes cast "For" or "Against" a resolution.

3.   The total voting rights of the Company on 8 February 2022 were 758,010,025. 

4.   As set out in the Notice of AGM, the Board is ensuring the Company complies with European ownership and control requirements by exercising its powers to suspend voting rights of certain UK and non-EU nationals. At the time of the AGM, the level of ownership by EU persons was 41% and accordingly, easyJet has suspended voting rights in respect of certain shares ("Affected Shares") held by non-EU shareholders and the polling results noted above reflect these actions. Such Affected Shares continued to count in the calculation of issued share capital and total voting rights of the Company.

Resolutions 2, 15, 16 and 17

The Board is pleased that Resolution 2 (Remuneration Policy), Resolution 15 (Political Donations) Resolution 16 (Authority to Allot Shares) and Resolution 17 (Restricted Share Plan) were passed with significant majorities, but notes the votes against these resolutions.

In relation to Resolutions 2 and 17, the Remuneration Committee undertook a thorough review of remuneration arrangements prior to the AGM, including consulting with major shareholders and employee representatives, and concluded that replacing the LTIP with a Restricted Share Plan was the best approach going forward. The Board believes that the updated Remuneration Policy will not only support long term strategic decision-making and help retain and motivate management to drive the performance of the business as we continue to recover from the pandemic, but will also support the longer term performance of the business including delivering sustainable shareholder value.

Resolution 15 seeks authority for the Company to make political donations and incur political expenditure. The definitions of political donations and political expenditure used in the Companies Act 2006 are very wide. In line with UK market practice, the authority under Resolution 15 is therefore sought only as a precautionary measure to ensure that easyJet and its subsidiaries do not inadvertently breach the relevant provisions of the legislation. As set out in the Notice of AGM, the Company does not make and does not intend to make political donations or to incur political expenditure.

Resolution 16 seeks a routine authority to allot shares in accordance with the Investment Association share capital management guidelines. The Directors do not have any present intention to exercise this authority, however they consider it appropriate to maintain the flexibility that this authority provides.

In accordance with the UK Corporate Governance Code, the Board will continue its engagement with shareholders to discuss their concerns on the above resolutions.

National Storage Mechanism

In accordance with LR 9.6.2 copies of the resolutions passed as special business have been submitted to the FCA's National Storage Mechanism and will shortly be available to view at https://data.fca.org.uk/#/nsm/nationalstoragemechanism.

In case of queries please contact:

Institutional investors and analysts:
Michael Barker	Investor Relations	+44 (0) 7985 890 939
Adrian Talbot	Investor Relations	+44 (0) 7971 592 373
Media:
Anna Knowles	Corporate Communications	+44 (0)7985 873 313
Dorothy Burwell	Finsbury Glover Hering	+44 (0) 7733 294 930
Edward Simpkins	Finsbury Glover Hering	+44 (0)7947 740 551 / (0) 207 251 3801

LEI: 2138001S47XKWIB7TH90

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