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Easyjet PLC — AGM Information 2022
Jan 10, 2022
5295_agm-r_2022-01-10_2a8c36e6-47d1-4d45-97a8-deba11535a3a.pdf
AGM Information
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FORM OF PROXY
Annual General Meeting – 10 February 2022

Incorporated and registered in England and Wales with registered number 3959649
NOTICE OF AVAILABILITY
You can now access the Notice of Annual General Meeting (to be held on Thursday, 10 February 2022 at 11.00 a.m. – but please see notes below on disenfranchisement) by visiting the Company's website at https://corporate.easyjet.com/investors. You can submit your proxy via the internet at www.sharevote.co.uk.
Explanatory notes on all the resolutions can be found in the Notice of Annual General Meeting.
The Company is currently offering facilities for shareholders both to attend and vote at the Annual General Meeting ("AGM") in person, or alternatively to vote electronically and attend by conference call to ask questions in real time should they wish to do so. The Board strongly recommends that shareholders do not attend the AGM in person and instead vote on the resolutions prior to the meeting. It is uncertain what regulations or guidance may be in force as at the date of the AGM as a result of the ongoing Covid-19 situation. 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. Shareholders should therefore continue to monitor the Company's website (https://corporate. easyjet.com/investors) and announcements for any updates.
Please read the Notice of AGM dated 10 January 2022 (the "Notice") and the notes overleaf before completing this form.
The Board draws your attention to the note on disenfranchisement (set out overleaf) which provides an explanation of the impact for shareholders whose shares are the subject of Affected Share Notices. Further details are set out in the Notice which is available on the Company's website at https://corporate.easyjet.com/investors
Voting ID: Task ID: Shareholder ref no.:
I/We being a member/members of the above named Company hereby appoint the Chairman of the meeting or the following person (see notes 7, 8 and 9 overleaf)
(please leave this box blank if you have selected the Chairman. Do not insert your own name(s))
to be my/our proxy to exercise all or any of my/our rights and vote on my/our behalf at the AGM to be held on Thursday, 10 February 2022 at 11.00 a.m. and at any adjournment of such meeting.
Please indicate here with an "X" if this Form of Proxy is one of multiple instructions being given (see note 10 overleaf). I/We direct my/our proxy to vote on the resolutions set out in the Notice as follows:
| Resolutions | For | Against | Withheld* Vote |
Resolutions | For | Against | Withheld* Vote |
|
|---|---|---|---|---|---|---|---|---|
| 1. | To receive the Annual Report and Accounts for the year ended 30 September 2021 |
12. To re-appoint David Robbie as a Director 13. To re-appoint PricewaterhouseCoopers LLP as auditors of |
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| 2. | To approve the Directors' Remuneration Policy | the Company | ||||||
| 3. | To approve the Directors' Report on Remuneration | 14. To authorise the Audit Committee to determine the auditors' | ||||||
| 4. | To re-appoint Johan Lundgren as a Director | remuneration 15. To authorise the Company and its subsidiaries to make political |
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| 5. | To appoint Kenton Jarvis as a Director | donations and incur political expenditure | ||||||
| 6. | To appoint Stephen Hester as a Director | 16. To authorise the Directors to allot shares | ||||||
| 7. | To re-appoint Dr Andreas Bierwirth as a Director | 17. To approve the easyJet plc Restricted Share Plan | ||||||
| 8. | To re-appoint Catherine Bradley CBE as a Director | 18. To disapply statutory pre-emption rights (Special Resolution) | ||||||
| 9. | To re-appoint Nick Leeder as a Director | 19. To authorise the Company to purchase its own shares | ||||||
| 10. To re-appoint Julie Southern as a Director | (Special Resolution) | |||||||
| 11. | To re-appoint Sheikh Mansurah Tal-At ('Moni') Mannings as a Director | 20. To authorise the Company to call general meetings on not less than 14 clear days' notice (Special Resolution) |
Please indicate with an 'X' in the appropriate box above how the proxy should vote and then sign in the space provided below. If no specific direction as to voting is given, the proxy may vote or abstain at their discretion on the specified resolutions. The proxy is also authorised to vote (or abstain from voting) on any other business which may properly come before the meeting.
| * The "Vote withheld" option is provided to enable you to abstain on any particular resolution. It should be noted that a "Vote withheld" is not a vote in law and will not be counted as a vote "For" or "Against" a resolution. |
2252-0045 | |||
|---|---|---|---|---|
| You must sign and date the Form of Proxy in the boxes below. | ||||
| Signature: | Date: |
| Name in block capitals: | Initials and surnames of joint holders (if any): |
|---|---|
FORM OF PROXY EXPLANATORY NOTES:
Voting and attendance at the Annual General Meeting
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- Shareholders are strongly encouraged not to attend the AGM in person but instead use the facilities on offer 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. Alternatively shareholders may attend and vote at the AGM in person provided that they are able to do so safely and in accordance with prevailing regulations and guidance issued by the UK Government. Details of how to attend the AGM are provided in the Notice which is available on the Company's website at: https://corporate.easyjet.com/investors.
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- It is uncertain what UK Government regulations or guidance may be in force as at the date of the AGM. Restrictions may be introduced or circumstances arise that prevent you or any other person you might appoint as your proxy from being able to attend the AGM and vote in person. In such circumstances, you would still be entitled to participate electronically at the meeting. A member would also still be entitled to appoint a proxy to exercise all or any of their rights to attend and to speak and vote electronically at the meeting instead of themselves. Appointing a proxy will not prevent you from attending and voting at the AGM yourself, either electronically or in person if circumstances permit. 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 who plan to attend the meeting in person are asked not to attend the AGM if they are displaying any symptoms of Covid-19, or have recently been in contact with anyone who has tested positive. In order to further reduce the risk of the spread of the virus, we are encouraging shareholders who plan to attend the meeting in person to take a lateral flow test beforehand, on the day of the meeting. We also politely request that masks be worn while on easyJet premises. Further details are set out in the Notice of Meeting.
Disenfranchisement
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- 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. For the period of any such suspension, the relevant shareholders would not be entitled to attend, speak or vote at shareholder meetings, including the AGM, in respect of the shares subject to the suspension. Further information can be found on easyJet's website at: https://corporate.easyjet.com/investors/shareholder-services/eu-share-ownership.
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- The Board would recommend that all shareholders vote in advance of the AGM, even in respect of any Affected Shares that they may hold. This is because those shares may be re-enfranchised in advance of the AGM. Shareholders who own shares whose voting rights will be suspended (and therefore whose votes will not be counted) at the AGM will receive a notice (an "Affected Share Notice") by post from Equiniti, our Registrars, on or around 1 February 2022.
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- If a shareholder votes more than its eligible holding (for example, because some of its shares are disenfranchised pursuant to an Affected Share Notice), Equiniti shall use its reasonable endeavours to contact the relevant shareholder to resolve any discrepancies, however, to the extent Equiniti is unable to resolve such discrepancies by 11.00 a.m. on Tuesday, 8 February 2022, Equiniti will scale back the relevant shareholder's votes on a pro rata basis so that such shareholder's votes do not exceed those it is entitled to vote. Through this mechanism, any shareholder in receipt of an Affected Share Notice on or around 1 February 2022, will not have those shares that are the subject of an Affected Share Notice counted in the voting at the AGM.
Vote online
- Shareholders are strongly encouraged to register the appointment of their proxy electronically 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 the 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 Tuesday, 8 February 2022. Proxies may also be appointed through CREST in accordance with note 13 below.
Form of Proxy
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- Alternatively, this Form of Proxy may be used to appoint a proxy and, together with the power of attorney or other authority (if any) under which it is authenticated, or a certified copy of such authority, must be received at the Company's registrars, Equiniti, Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA not later than 8 February 2022 at 11.00 a.m. being 48 hours before the earliest time appointed for the meeting or any adjournment thereof.
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- This Form of Proxy must be executed by the appointor or his/her attorney, duly authorised in writing or, if the appointor is a corporation, under its common seal or by the signature of a duly authorised attorney or officer or other person duly authorised on their behalf (and the signature on the appointment of proxy need not be witnessed).
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- When 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 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).
Multiple proxies
- 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, provided that each proxy is appointed to exercise the rights attaching to a different share or shares held by them. To appoint more than one proxy pursuant to a hard copy Form of Proxy, members should photocopy this form as a separate Form of Proxy must be completed for each proxy unless proxies are being appointed electronically in which case, please refer to note 6 above. Please indicate next to the proxy holder's name the number of shares in relation to which you authorise them to act as your proxy. If left blank your proxy will be deemed to be authorised in respect of your full voting entitlement (or if this Form of Proxy has been issued in respect of a designated account for a member, the full voting entitlement for that designated account). Please also indicate by ticking the box provided if the proxy instruction is one of multiple instructions being given. All forms must be signed and, if returned by post, should be included in the same envelope.
Revoking your proxy
- Members may change their proxy instructions by returning a new Form of Proxy using the methods set out above. Please contact the Company's registrars, Equiniti Limited at Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA if another Form of Proxy is required. 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.
Joint shareholders
- In the case of joint holders only the signature of one of the joint holders is required but, if more than one joint holder votes, the vote of the first named holder on the register of members shall be accepted to the exclusion of other vote(s) (if any) of joint holder(s).
Euroclear electronic proxy appointment service (CREST)
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- CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service may do so for the AGM to be held on Thursday, 10 February 2022 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.
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- 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 Tuesday, 8 February 2022 (the latest time for receipt of proxy appointments specified in the Notice). For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp applied to the message by the CREST Applications Host) from which the issuer's agent is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. After this time any change of instructions to proxies appointed through CREST should be communicated to the appointee through other means.
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- 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.
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- If you are an institutional investor you may be able to appoint a proxy electronically via the Proxymity platform, a process which has been agreed by the Company and approved by the Registrar. For further information regarding Proxymity, please go to www.proxymity.io. Your proxy must be lodged by 11.00 a.m. on Tuesday 8 February 2022 in order to be considered valid. Before you can appoint a proxy via this process you will need to have agreed to Proxymity's associated terms and conditions. It is important that you read these carefully as you will be bound by them and they will govern the electronic appointment of your proxy. 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.
Electronic communications
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- 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 members 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 computer virus will not be accepted.
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- Members may not use any electronic address provided in this Form of Proxy to communicate with the Company for any purposes other than those expressly stated.
