AGM Information • Jan 9, 2023
AGM Information
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(incorporated and registered in England and Wales under number 3959649)
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 THIS DOCUMENT OR AS TO THE ACTION YOU SHOULD TAKE, YOU SHOULD SEEK YOUR OWN ADVICE FROM A STOCKBROKER, SOLICITOR, ACCOUNTANT, OR OTHER PROFESSIONAL ADVISER.
If you have sold or transferred all of your ordinary shares in easyJet plc (the 'Company'), you should pass this document, together with the accompanying documents, as soon as possible to the purchaser or transferee or to the person through whom the sale or transfer was made for transmission to the purchaser or transferee.
Notice of the Annual General Meeting of the Company (the "AGM"), which has been convened for 11.00 a.m. on Thursday, 9 February 2023 at Hangar 89, Luton Airport, Luton, Bedfordshire, LU2 9PF is set out in Part II of this document. Shareholders are welcome to attend and vote at the AGM in person. The Company is also offering facilities for Shareholders to attend and vote at the AGM electronically and to ask questions should they wish to do so. Further details are set out in Part III of this document.
YOUR VOTE IS IMPORTANT. You are strongly encouraged to vote on all resolutions in advance of the AGM by appointing the Chair of the meeting as your proxy. A valid proxy appointment must be received by 11.00 a.m. on Tuesday, 7 February 2023. Further details on how shareholders can appoint a proxy are set out in this document.
| Letter from the Chairman | 2 |
|---|---|
| Board of Directors' biographies | 7 |
| Part II | |
| Notice of Meeting | 10 |
| Notes | 12 |
| Part III | |
| Guide to joining the meeting | 15 |
Visit our website for more information: https://corporate.easyjet.com/investors
View the 2022 Annual Report: https://corporate.easyjet.com/investors/reports-and-presentations/2022
Hangar 89, London Luton Airport Luton, Bedfordshire United Kingdom LU2 9PF
9 January 2023
I am writing to inform you that the Annual General Meeting of the Company will be held at 11.00 a.m. on Thursday, 9 February 2023 at Hangar 89, London Luton Airport, Luton, Bedfordshire, LU2 9PF. The formal notice of the AGM and resolutions to be proposed are set out in Part II on pages 10 and 11 of this document (the "Notice").
The purpose of this letter is to explain the meeting arrangements and certain elements of the business to be considered at the AGM.
Shareholders are welcome to attend and vote at the AGM in person. The Company is also pleased to be able to offer facilities for shareholders to attend and vote at the AGM electronically should they wish to do so.
Detailed information on how to join the meeting are set out in Part III of this document on pages 15 and 16.
Please note, if you are unable to attend the AGM on the day to vote electronically or in person, you are strongly encouraged to lodge a vote by proxy ahead of the meeting. You are encouraged to appoint the Chair 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 or the other methods set out in the notes to the Notice. Alternatively, you may appoint another person as your proxy to exercise all or any of your rights to attend, vote and speak at the AGM by using one of the methods set out in the notes to the Notice, though were circumstances to arise that prevented such person from attending the AGM in person or electronically, your vote may not be cast.
Any changes to the AGM arrangements will be published on our website https://corporate.easyjet.com/investors and announced through the London Stock Exchange. I would ask that shareholders continue to monitor the website for any announcements and updates.
An explanation of certain elements of the business to be considered at the AGM is set out below. Resolutions 1 to 15 are proposed as ordinary resolutions, while Resolutions 16 to 19 are proposed as special resolutions.
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 2022 (the "2022 Annual Report"). The 2022 Annual Report was published and made available to shareholders on 12 December 2022 and can be found at https:// corporate.easyjet.com/investors/reportsand-presentations/2022.
Resolution 2 seeks shareholder approval for the Directors' Remuneration Report (comprising the Annual Report on Remuneration and the Annual Statement by the Chair of the Remuneration Committee).
The Directors' Remuneration Report can be found on pages 106 to 121 (inclusive) of the 2022 Annual Report. It 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 financial year ended 30 September 2022, and the intended approach to remuneration for the coming financial year.
As Moni Mannings, Chair of the Remuneration Committee, sets out in her introductory letter on page 106 of the 2022 Annual Report, the Remuneration Committee has acknowledged a very strong performance from management during the year, including (but not limited to) a £1.1 billion uplift in EBITDAR. However the Remuneration Committee has also been mindful of the operational challenges that we faced during the year, such as the impact of the disruption for our customers, and has adjusted bonus outcomes for the Executive Directors and other senior management accordingly.
The vote on Resolution 2 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 Directors' Remuneration Policy was approved by shareholders at the Annual General Meeting of the Company held on 10 February 2022 for a period of up to three years and is, therefore, not required to be put to shareholders for approval at this year's AGM. It will be put to shareholders for approval again by no later than the Annual General Meeting in 2025. A summary of the Directors' Remuneration Policy can be found on pages 110 to 111 of the 2022 Annual Report.
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 132 of the 2022 Annual Report.
In accordance with the UK Corporate Governance Code ("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. Julie Southern and Andreas Bierwirth will not be seeking re-election at the AGM; Andreas in line with corporate governance best practice having served for nearly nine years, and Julie having been appointed Chair designate at RWS Holdings plc.
Resolutions 3 to 5 relate to the re-election of each of myself (Resolution 3), Johan Lundgren (Resolution 4), and Kenton Jarvis (Resolution 5).
Resolutions 6 to 8 relate to the re-election of each of: Catherine Bradley CBE (Resolution 6), Sheikh Mansurah Tal-At ('Moni') Mannings (Resolution 7), and David Robbie (Resolution 8).
Resolutions 9 to 11 relate to the election of each of: Ryanne van der Eijk (Resolution 9), Harald Eisenächer (Resolution 10) and Dr. Detlef Trefzger (Resolution 11), who were appointed to the Board on 1 September 2022. All three will therefore be standing for election for the first time.
The Directors subject to election or re-election under Resolutions 6 to 11 are the Directors that the Board has determined are independent directors for the purposes of the Code (the "Independent Directors").
The biographical details on pages 7 to 9 of this document set out each of the continuing Director's experience and the contribution that they bring to the
Board. Their independence was determined by reference to the relevant provisions of the 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, including due regard to the Board's diversity and inclusion policy, 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. Further information on the appointment process is set out on pages 94 to 96 of the 2022 Annual Report.
The Board considers that each Director seeking election or re-election contributes effectively to Board deliberations and demonstrates commitment to their 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 experience and other contributions individuals may make, 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 and the feedback from the Board evaluation process.
Details of the Board performance evaluation are set out on pages 92 to 93 of the 2022 Annual Report, and attendance at Board and Committee meetings are set out on page 90. Notwithstanding the number of Board and Committee meetings during the year, attendance rates remained very high, demonstrating that each Director continued to have sufficient time to discharge their duties.
The reasons for any non-attendance were due to meetings being arranged at short notice or Board members having unavoidable prior commitments. Directors who are unable to attend meetings continue to receive the papers in advance of the meeting and have the opportunity to discuss these with the relevant Chair or the Company Secretary. Feedback is provided on the decisions taken at the meeting.
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 ("PwC") as auditors to the Company and, accordingly, Resolution 12 proposes such re-appointment.
PwC was first appointed to audit the Annual Report and Accounts for the year ended 30 September 2006 and has therefore served a 16-year term. Under applicable audit legislation, companies are required to have a mandatory tender of auditors after 10 years, or 20 years if there is a competitive retender at 10 years. During the 2015 financial year, the Audit Committee led a tender process for external audit services, following which the Audit Committee agreed to recommend that the Board reappoint PwC as, on balance, it performed best against the Audit Committee's pre-agreed selection and assessment criteria.
The Audit Committee has assessed the effectiveness, independence and objectivity of the external auditor during the year, and is satisfied that the external audit had provided appropriate focus to those areas identified as the key risk areas to be considered by the Audit Committee and that the auditors had challenged management as part of the process. It had also continued to address the areas of significant accounting estimates. On this basis, and considering the views of senior management, the Committee concurred that the external audit had been effective, and that PwC remained independent.
Due to the tender undertaken in 2015, and the rotation of the lead engagement audit partner in 2020, the Audit Committee believes that a tender being undertaken in the 2024/25 financial year leading to the appointment of a new auditor remains appropriate and is in the best interests of shareholders.
Further details of the Audit Committee's assessment of PwC's effectiveness, and plans in relation to audit tendering, are set out on pages 102 and 103 of the 2022 Annual Report.
Resolution 13 authorises the Audit Committee, for and on behalf of the Directors, to fix the remuneration of the auditors.
Resolution 14 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.
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). However, 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 10 February 2022 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 14 is passed until the earlier of the end of the next Annual General Meeting of the Company or close of business on 8 May 2024. As permitted under the Act, Resolution 14 also covers any political donations made, or any political expenditure incurred, by any subsidiaries of the Company.
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 10 February 2022, the Directors were given authority to allot relevant securities within the meaning of section 551 of the Act (a) up to an aggregate nominal amount of £68,253,388, being one third of the then issued ordinary share capital of the Company, and (b) comprising equity securities (as defined in section 560(1) of the Act) up to a further aggregate nominal amount of £68,253,388, again being one third of the then issued ordinary share capital of the Company, in connection with an offer by way of a rights issue. No shares have been issued under this authority up to the date of this document.
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 15 gives the Directors the necessary authority to allot shares: (a) up to an aggregate nominal amount of £68,253,388, being one third of the issued ordinary share capital of the Company on 4 January 2023 (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 £68,253,388, again being one third of the issued ordinary share capital of the Company on 4 January 2023 (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 8 May 2024.
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 and therefore the Directors are again seeking to renew this authority. As previously stated, it is anticipated that the Directors will seek 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 15.
If the Directors wish to exercise the authority under Resolution 15 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. Resolutions 16 and 17, proposed as special resolutions, 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 15 above.
In November 2022, the Pre-Emption Group updated their Statement of Principles (the "Pre-Emption Group Principles") to, amongst other things, support companies seeking authority to issue non-preemptively for cash equity securities representing:
disclosed in the announcement of the allotment.
Resolutions 16 and 17, will give the directors authority to allot shares in the capital of the Company (pursuant to the authority granted under Resolution 15) for cash without complying with the pre-emption rights in the Act in certain circumstances up to a maximum of 20% of the Company's issued share capital. This disapplication authority is in line with institutional shareholder guidance, and in particular, with the Pre-Emption Group Principles and template resolutions issued in November 2022.
Resolution 16 authorises directors to allot new shares, pursuant to the authority given by Resolution 15, or to sell treasury shares for cash, up to a nominal value of £20,682,844, equivalent to approximately 10% of the total issued ordinary share capital of the Company as at 4 January 2023, without the shares first being offered to shareholders in proportion to their existing holdings.
Resolution 17 additionally authorises the directors to allot new shares (or sell treasury shares) for cash, without the shares first being offered to existing shareholders in proportion to their existing holdings, in connection with the financing (or refinancing, if the authority is to be used within 12 months after the original transaction) of an acquisition or specified capital investment which is announced contemporaneously with the allotment or which has taken place in the preceding 12 month period and is disclosed in the announcement of the allotment. The authority under Resolution 17 is limited to a nominal value of £20,682,844, equivalent to approximately 10% of the nominal value of the ordinary share capital of the Company in issue on 4 January 2023. This additional authority would only be used if and when appropriate for the Company's circumstances.
The Directors intend to adhere to the provisions in the Pre-Emption Group Principles, and not to allot shares for cash on a non-pre-emptive basis pursuant to the authority in Resolution 16 in excess of an amount equal to 10% of the total issued ordinary share capital of the Company (excluding treasury shares). Adherence to the Pre-Emption Group Principles would not preclude issuances under the authority sought under Resolution 17.
The Directors do not have any present intention to exercise this disapplication authority, however the Directors consider it is appropriate for them to seek the
flexibility that this authority provides and that the authority sought in Resolutions 16 and 17 is in the best interests of the Company. 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 8 May 2024.
Resolution 18, 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 75,801,002 representing approximately 10% of the Company's existing issued ordinary share capital as at 4 January 2023 (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 8 May 2024.
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.
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 18 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 4 January 2023 (being the latest practicable date prior to the publication of this document), there were warrants and options over 22,521,801 ordinary shares in the capital of the Company representing 2.97% 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 3.30% 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.
Resolution 19 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:
The Board is therefore proposing Resolution 19 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.
Given the reported loss for the year to 30 September 2022, a resolution to approve a final dividend is not being put forward for approval at the AGM. The Board is mindful of the importance of capital returns to shareholders and will reassess the potential for, and structure of, future shareholder cash returns when the market conditions and financial performance of the Group allows.
As shareholders will be aware, 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.
As at the date of this document, the level of ownership by EU persons was 38.10%. Accordingly, easyJet has suspended voting rights in respect of certain shares ("Affected Shares") held by Relevant Persons in accordance with easyJet's articles of association so that a majority of the voting rights in easyJet are held by EU Persons.
We 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 31 January 2023.
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, 7 February 2023, 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 31 January 2023, will not have those shares that are the subject of an Affected Share Notice counted in the voting at the AGM.
The Board would encourage all shareholders to vote as normal. You are encouraged to appoint the Chair of the meeting as your proxy. Shareholders can register their votes and the appointment of the Chair 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 in this Notice or in the Form of Proxy or if received after 11.00 a.m. on Tuesday, 7 February 2023. Further details are set out in the notes to the Notice on pages 12 to 14 of this document.
Alternatively, if you are eligible to vote 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 Tuesday, 7 February 2023, being 48 hours before the time appointed for the AGM.
In addition, the Company will be offering facilities for shareholders to attend and vote at the AGM electronically and 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 in person or electronically.
The Board considers that all the Resolutions in the Notice 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 19 as they intend to do in respect of their own beneficial holdings which amount in aggregate to 284,704 shares representing approximately 0.03% of the existing issued ordinary share capital of the Company as at 4 January 2023, being the latest practicable date prior to the publication of this document.
Yours faithfully
Stephen Hester Chairman
BOARD OF DIRECTORS' BIOGRAPHIES


Stephen Hester Chairman
Appointed: September 2021
Stephen served as a Chief Executive of RSA Insurance Group plc from February 2014 to May 2021, and prior to this as Chief Executive of Royal Bank of Scotland Group, Chief Executive of British Land plc and Chief Operating Officer of Abbey National plc, as well as holding a number of senior executive roles at Credit Suisse First Boston in London and New York. He has also held senior non-executive positions as deputy chairman of Northern Rock and Senior Independent Director of Centrica plc. Stephen holds a BA (Hons) in Politics, Philosophy and Economics from Oxford University.
Lead Independent Director of Kyndryl Holdings, Inc. and Chairman of Nordea Bank Abp.

Johan Lundgren Chief Executive Officer
Nationality: Swedish
Appointed:
Prior to joining easyJet, Johan was the Group Deputy Chief Executive Officer and Chief Executive Officer of Mainstream Tourism at TUI AG. He 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.
Senior Adviser, Blackstone (private equity group).

Kenton Jarvis Chief Financial Officer
Appointed: February 2021
• Brings extensive experience of the travel and aviation sector to the Board having held senior group and divisional finance roles at TUI and Airtours Holidays.
Before joining easyJet, Kenton was previously CEO of Aviation, and Business Improvement Director – Markets, at TUI Group, having held a number of senior group and divisional finance roles at TUI since 2003. Kenton holds a BSc (Hons) in Biochemistry from the University of Manchester. Before joining TUI, Kenton was the Finance Director of Airtours Holidays and held a number of commercial finance roles at Adidas, prior to which he qualified as a chartered accountant with PwC.
None.

Nationality:
French and British
Appointed: January 2020
Catherine began her career with Merrill Lynch in the US and finished the executive phase of her career as Head of Advisory Global Markets with Societe Generale in Asia. Catherine then served as a Non-Executive Director of the UK Financial Conduct Authority and Chair of its Audit Committee from 2014 to July 2020, and of WS Atkins plc from 2015 until its delisting in 2017. Catherine was also a member of the Supervisory Board and Chair of the Finance and Audit Committee of Peugeot S.A. from 2016 to 2021. Catherine graduated from HEC Paris with a major in Finance and International Economics.
Senior Independent Director of Kingfisher plc. Non-Executive Director of Johnson Electric Holdings Limited and a Non-Executive Director of abrdn plc and Chair of their Audit Committee.

Ryanne van der Eijk Independent Non-Executive Director
Nationality: Dutch
Appointed: September 2022

Independent Non-Executive Director
Nationality: German
Appointed: September 2022
• Brings extensive travel and aviation sector experience as well as a deep knowledge of digital and data driven businesses, combined with a European outlook.
Ryanne has extensive airline operations and customer service experience, having had a 20-year career with KLM, her last role being as Chief Experience Officer. Her previous senior executive appointments also include Chief Operating Officer for Dubai Airports and Chief Experience Officer for Ras Al Khaimah Economic Zone in the UAE.
Chief Operating Officer of Mentaal Beter and Chair of Advisory Board, Child Protection Research Centre, UAE.
Harald brings significant experience of the travel and aviation industry, having held senior executive positions with Lufthansa and Sabre Travel Network. He most recently served as Chief Commercial Officer for Infare, the leading provider of competitor air travel data based in Denmark. He has previously held senior positions with Deutsche Telekom, eBay and Hoechst and served as a non-executive director of Groz-Beckert SE (2007 to 2021) and Ifolor AG (2013 to 2019).
Member of the Supervisory Board of Infare A/S and Advisory Board of Solytic GmbH.

Independent Non-Executive Director
Nationality: British

David Robbie Independent Non-Executive Director
| Nationality: | Appointed: |
|---|---|
| British |
November 2020

Independent Non-Executive Director
| Nationality: | Appointed: |
|---|---|
| German | September 2022 |
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. Until 2017, Moni was Chief Operating Officer of Aistemos Limited. Moni has also held a number of non-executive positions, including as a Board member of the Solicitors Regulation Authority (chairing its Equality, Diversity and Inclusion Committee) and at Cranfield University. Moni has also served as a Non-Executive Director of Polypipe Group plc (2014 to 2019), Dairy Crest Group plc (2017 until their acquisition and delisting in 2019) and Breedon Group plc (2019 to 2021).
Non-Executive Director of Hargreaves Lansdown plc and Investec Bank plc, Non-Executive Director and Chair of the Remuneration Committee of Cazoo Group Ltd.
David was Finance Director of Rexam plc from 2005 until 2016. Prior to his role at Rexam, David served in senior finance roles at Invensys plc before becoming Group Finance Director at CMG plc in 2000 and then Chief Financial Officer at Royal P&O Nedlloyd N.V. in 2004. He served as interim Chairman, Senior Independent Director and Chair of the Audit Committee of FirstGroup plc from 2018 to 2021, and Non-Executive Director and Chair of the Audit Committee for the BBC between 2006 and 2010. David qualified as a chartered accountant at KPMG and holds an MA in English Literature from St. Andrew's University.
Senior Independent Director and Chair of the Audit Committee at DS Smith plc.
Detlef brings significant transportation and logistics experience, having served as Chief Executive Officer of Kuehne + Nagel International AG, the global transport and logistics company based in Switzerland, from March 2013 to July 2022. Prior to this he held senior positions with DB Schenker and Roland Berger.
Non-Executive Director of Accelleron Industries AG, Founder and Chair of Larix Equity AG.
Notice is hereby given that the twenty-second Annual General Meeting of easyJet plc (the "Company") will be held at Hangar 89, London Luton Airport, Luton, Bedfordshire LU2 9PF on Thursday, 9 February 2023 at 11.00 a.m. to consider and, if thought fit, to pass Resolutions 1 to 15 inclusive as ordinary resolutions and Resolutions 16 to 19 inclusive as special resolutions:
(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 8 May 2024 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 14 shall not exceed £15,000.
THAT, in substitution for all existing authorities, 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 £68,253,388; and
such authorities to apply until the earlier of the conclusion of the next Annual General Meeting of the Company or close of business on 8 May 2024 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 15 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 15 "rights issue" means an offer to:
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.
and shall expire upon the earlier of the conclusion of the next Annual General Meeting of the Company or close of business on 8 May 2024, 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.
THAT, in addition to any authority granted under Resolution 16, and subject to the passing of Resolution 15, the directors be generally empowered pursuant to section 570 of the Act to allot equity securities (as defined in section 560(1) of the Act) for cash pursuant to the authority granted by Resolution 15 and/or pursuant to section 573 of the Act to sell ordinary shares held by the Company as treasury shares for cash, in each case free of the restriction in section 561 of the Act, such authority to be:
a. limited to the allotment of equity securities and/or sale of treasury shares for cash up to an aggregate nominal amount of £20,682,844; and
and shall expire upon the earlier of the conclusion of the next Annual General Meeting of the Company or close of business on 8 May 2024, 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.
By order of the Board
Company Secretary
9 January 2023
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 12 to 14 of this document.

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.
vote cast by your proxy in such circumstances shall be ignored.
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 Tuesday, 7 February 2023. Proxies may also be appointed through CREST in accordance with note 12 below.
receipt of proxy appointments specified in this Notice). For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp applied to the message by the CREST Applications Host) from which the issuer's agent is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. After this time any change of instructions to proxies appointed through CREST should be communicated to the appointee through other means.
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.
We will consider all questions received and, if appropriate and relating to the business of the AGM, give an answer at the AGM, provide a written response or put responses on our website: https:// corporate.easyjet.com/investors.
Shareholders are welcome to attend and vote at the AGM in person. Hangar 89 is situated next to the terminal at London Luton Airport.
The safety of our shareholders is our main priority. We will not permit behaviour that may interfere with anyone's security or safety or the good order of the meeting. Anyone who does not comply may be removed from the meeting.
Regular rail services link Luton with London, the south coast, the Midlands and northern England. A shuttle bus operates between the station at Luton Airport Parkway and the airport terminal. There are also coaches and bus services offering links to other airports and major UK towns and cities. For further directions on how to get to the airport, please visit the London Luton Airport website (http://www.london-luton.co.uk/to-and-from-lla).
The airport is located 2 miles from junction 10 of the M1, approximately 15 minutes' drive north of junction 21 of the M25. If approaching from the A1 to the east, you should use the A505 via Hitchin. From both directions, the route to the airport is clearly signposted. Please note that parking is limited at London Luton Airport and is not available at Hangar 89.

The Company is pleased to be able to offer facilities for shareholders to vote at the AGM electronically and to ask questions via the Lumi platform, should they wish to do so.
Access to the AGM will be available from 10.00 a.m. on Thursday, 9 February 2023, although the voting functionality will not be enabled until the Chair of the meeting declares the poll open.
You must ensure you are connected to the internet at all times during the meeting in order to vote when the Chair of the meeting commences polling on each Resolution. Therefore, it is your responsibility to ensure connectivity for the duration of the AGM.
The Lumi AGM website can be accessed online using most internet browsers such as Chrome, Edge, Firefox and Safari on a PC, laptop or internet-enabled device such as a tablet or smartphone. Please go to https://web.lumiagm. com/103-112-907 on the day.
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 Wednesday, 8 February 2023 at hybrid.help@ equiniti.com or on 0371 384 2577 or +44 121 415 7047 if you are calling from outside the UK. Mailboxes are monitored 9.00 a.m. to 5.00 p.m. Monday to Friday (excluding public holidays in England & Wales). Telephone lines are open 8.30 a.m. to 5.30 p.m. Monday to Friday (excluding public holidays in England and Wales).
Once logged in, when the meeting starts you will be able to watch the proceedings on your device.


Voting options will appear on the screen under the polling icon after the Chair of the meeting has declared the poll open. Once voting has opened, the polling icon will appear on the navigation bar. From here, the resolutions and voting choices will be displayed. Simply select the option corresponding with how you wish to vote.
To vote on all resolutions displayed in the same way ("for", "against" or "withheld") select the "vote all" option at the top of the page.
Once you have selected your choice, the option will change colour and a confirmation message will appear to indicate your vote has been cast and received – there is no submit button. If you make a mistake or wish to change your vote, simply select the correct choice, if you wish to "cancel" your vote, select the "cancel" button. You will be able to do this at any time whilst the poll remains open and before the Chair of the meeting announces its closure.

Shareholders attending electronically may ask questions relating to the business of the AGM by typing and submitting your questions in writing. Select the messaging icon from within the navigation bar and type your question. To submit your question, click the send button to the right of the text box. You can keep a track of your messages and any replies via the "My messages" folder, located within the messaging tab.
Alternatively, you can ask a question verbally via the virtual microphone. Details of how to access the virtual microphone will be provided on the day of the AGM once you are logged into the Lumi platform. Please ensure that any headsets and/or microphones are tested before the start of the meeting.
Questions must relate to the business of the meeting and may be moderated before being sent to the Chair of the meeting. This is to avoid repetition and ensure the smooth running of the meeting. If multiple questions on the same topic are received, the Chair of the meeting may choose to provide a single answer to address shareholder queries on the same topic.
Shareholders can also submit questions in advance of the AGM even if they are unable to attend the meeting by emailing [email protected] by no later than 11.00 a.m. on Tuesday, 7 February 2023.
We will consider all questions received and, if appropriate and relating to the business of the AGM, give an answer at the AGM, provide a written response or put responses on our website.


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 2 to 6 of Part II of this document for details of how to do this.
Appointments must be made by 11.00 a.m. on Tuesday, 7 February 2023.
Once a valid appointment has been made please contact the Company's registrar, Equiniti, before 9.00 a.m. on Wednesday, 8 February 2023 at [email protected] or on 0371 384 2577 or +44 121 415 7047 if you are calling from outside the UK for your unique Shareholder Reference Number (SRN) and PIN. Mailboxes are monitored 9.00am to 5.00pm Monday to Friday (excluding public holidays in England & Wales). Telephone lines are open 8.30am to 5.30pm Monday to Friday (excluding public holidays in England and Wales).

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