AGM Information • Jan 8, 2024
AGM Information
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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.
CONTENTS
| Letter from the Chairman | 2 |
|---|---|
| Notice of Meeting | 3 |
| Explanatory notes | 5 |
| Board of Directors' biographies |
8 |
| Notes to the Notice | 11 |
|---|---|
Guide to joining the meeting 14
Notice of the Annual General Meeting of the Company (the 'AGM'), which has been convened for 10.00 a.m. on Thursday, 8 February 2024 as a hybrid meeting, at Hangar 89, Luton Airport, Luton, Bedfordshire, LU2 9PF and electronically via the Lumi electronic meeting platform, is set out in this document. Further details of how to attend and vote at the AGM in person or electronically and to ask questions are 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 Chair of the meeting as your proxy. A valid proxy appointment must be received by 10.00 a.m. on Tuesday, 6 February 2024. Further details on how shareholders can appoint a proxy are set out in this document.

View the 2023 Annual Report on our website: corporate.easyJet.com
I am writing to inform you that the AGM of the Company will be held at 10.00 a.m. on Thursday, 8 February 2024 at Hangar 89, London Luton Airport, Luton, Bedfordshire, LU2 9PF and electronically via the Lumi electronic meeting platform.
The formal notice of the AGM and resolutions to be proposed are set out on pages 3 and 4 of this document (the 'Notice'). An explanation of the business to be considered at the AGM is set out in the explanatory notes on pages 5 to 7.
As with previous years, we are offering shareholders a choice to attend and vote at the AGM in person as well as electronically should they wish to do so. We look forward to welcoming our shareholders both online and in person. Detailed information on how to join the meeting are set out on pages 14 and 15.
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 at the AGM as described in Part II of this document. 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 corporate.easyJet.com and announced through the London Stock Exchange. I would ask that shareholders continue to monitor the website for any announcements and updates.
Shareholders are encouraged to submit their voting instructions and Form of Proxy as soon as possible, even if they might intend to attend the AGM in person or electronically.
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 10.00 a.m. on Tuesday, 6 February 2024. Further details are set out in the notes on pages 11 to 13 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 10.00 a.m. on Tuesday, 6 February 2024, being 48 hours before the time appointed for the AGM.
As shareholders will be aware, to ensure that the Company complies with European ownership and control requirements the Board continues to exercise its powers in accordance with easyJet's articles of association to suspend voting rights in respect of certain shares ('Affected Shares') held by UK and other non-EU nationals so that a majority of the voting rights in easyJet are held by EU persons (being the nationals of one of the member states of the EU, Switzerland, Norway, Iceland or Liechtenstein). During the period of such suspension, the relevant shareholders are not entitled to attend, speak or vote at shareholder meetings, including the AGM, in respect of the shares subject to the suspension.
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.
The suspension of voting rights does not affect any entitlement that the relevant shareholders may have to receive easyJet dividends in respect of the shares subject to the suspension.
Further information can be found in notes 7 to 11 on page 11 and on easyJet's website at: corporate.easyJet.com/investors/ shareholder-services/eu-share-ownership/.
The Board is pleased to be reintroducing the recommendation of a final dividend. We would encourage all shareholders to check their payment details are up to date prior to the dividend payment by visiting shareview.co.uk and either logging into their account or registering for online access.
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 20 as they intend to do in respect of their own beneficial holdings which amount in aggregate to 298,173 shares representing approximately 0.04% of the existing issued ordinary share capital of the Company as at 2 January 2024, being the latest practicable date prior to the publication of this document.
Yours faithfully
Chairman
easyJet plc Hangar 89, London Luton Airport Luton, Bedfordshire United Kingdom LU2 9PF
Notice is hereby given that the twenty-third Annual General Meeting of easyJet plc (the 'Company') will be held at Hangar 89, London Luton Airport, Luton, Bedfordshire LU2 9PF and electronically via the Lumi electronic meeting platform on Thursday, 8 February 2024 at 10.00 a.m. to consider and, if thought fit, to pass Resolutions 1 to 17 inclusive as ordinary resolutions and Resolutions 18 to 20 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 7 May 2025 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.
provided that this authority shall apply until the earlier of the conclusion of the next Annual General Meeting of the Company or close of business on 7 May 2025 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.
and shall expire upon the earlier of the conclusion of the next Annual General Meeting of the Company or close of business on 7 May 2025, unless previously renewed, varied or revoked by the Company in general meeting, but, in each such case, 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 authority conferred hereby had not expired.
By order of the Board
Company Secretary
8 January 2024
Registered office: Hangar 89, London Luton Airport Luton, Bedfordshire United Kingdom LU2 9PF
Incorporated and 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 11 to 13 of this document.
Resolutions 1 to 17 inclusive are proposed as ordinary resolutions, while Resolutions 18 to 20 inclusive 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 2023 (the '2023 Annual Report'). The 2023 Annual Report was published and made available to shareholders on 13 December 2023 and can be found at corporate.easyJet.com.
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 113 to 130 (inclusive) of the 2023 Annual Report. It gives details of the implementation of the Company's current Directors' 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 2023, and the intended approach to remuneration for the coming financial year.
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 (the 'AGM') 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 AGM in 2025. A summary of the Directors' Remuneration Policy can be found on pages 118 to 120 of the 2023 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 139 of the 2023 Annual Report.
A final dividend of 4.5 pence per ordinary share for the year ended 30 September 2023 is recommended for payment by the Directors. If shareholders approve the recommended final dividend, this will be paid on 22 March 2024 to all shareholders who are on the register of members at 6.00 p.m. on 23 February 2024, with an ex-dividend date of 22 February 2024.
Payments will be made by cheque or bank transfer, depending on the preferences registered with Equiniti. We would encourage all shareholders to check their payment details are up to date by visiting shareview.co.uk and either logging into their account or registering for online access.
The final dividend equates to an aggregate distribution to shareholders of approximately £34 million and is in line with the stated dividend policy of a pay-out ratio of 10% of headline profit after tax for the financial year ended 30 September 2023.
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 Directors are standing for election or re-election at this year's AGM.
Resolutions 4 to 12 relate to the re-election of each of the continuing Directors. Resolution 13 relates to the election of Sue Clark who was appointed to the Board on 1 March 2023 and is standing for election for the first time.
The biographical details on pages 8 to 10 of this document set out each of the Director's experience and why their contribution is, and continues to be, important to the Company's long-term sustainable success. 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.
The Board considers that each Director seeking election or re-election contributes effectively to Board deliberations and demonstrates commitment to their role. 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 performance reviews.
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 number and nature of the Directors external appointments, and their contribution outside of meetings, was considered as part of the annual Board performance review. The Board is comfortable that all Directors continue to devote sufficient time to discharge their duties. Details of the Board performance review are set out on pages 87 and 88 of the 2023 Annual Report, and attendance at Board and Committee meetings are set out on page 83.
The Company is required at each general meeting at which the Company's accounts and reports of the Directors and auditors 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 reappointment of PricewaterhouseCoopers LLP ('PwC') as auditors to the Company and, accordingly, Resolution 14 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 17-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.
Having undertaken the tender in 2015, and the rotation of the lead engagement audit partner in 2020, the Audit Committee intends to run an audit tendering process in 2024 to enable new auditors to be selected, with at least one mid-tier challenger audit firm included in the tender. This timing will also enable an appropriate 'coolingin' period to occur or for existing services to be tendered to a new supplier if necessary, in good time before the new Group auditors start to shadow PwC in 2025 ahead of taking over as Group auditors from 1 October 2025.
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.
Further details of the Audit Committee's assessment of PwC's effectiveness, and plans in relation to audit tendering, are set out on pages 107 and 108 of the 2023 Annual Report.
Resolution 15 authorises the Audit Committee, for and on behalf of the Directors, to fix the remuneration of the auditors.
Resolution 16 – Political donations and political expenditure 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.
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 AGM of the Company held on 9 February 2023 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 AGM of the Company or close of business on 7 May 2025. As permitted under the Act, Resolution 16 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 AGM of the Company held on 9 February 2023, the Directors were given authority to allot relevant securities within the meaning of section 551 of the Act (a) up to 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 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, provided that any 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 offer (including a rights issue).
In light of these guidelines, the Board considers it appropriate that the Directors be granted 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 £68,873,873, being one third of the issued ordinary share capital of the Company on 2 January 2024 (being the latest practicable date prior to the publication of this document); and (b) up to a further aggregate nominal amount of £68,873,873, again being one third of the issued ordinary share capital of the Company on 2 January 2024, in connection with a fully pre-emptive offer only. The authority will last until the earlier of the end of the next AGM of the Company or close of business on 7 May 2025.
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 AGM 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.
If the Directors wish to exercise the authority under Resolution 17 to allot shares, 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 in certain circumstances.
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 fully pre-emptive offer; 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.
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:
The Directors are not seeking the additional 10% authority for use in connection with an acquisition or specified capital investment notwithstanding the fact that this would be permissible under the Pre-Emption Group Principles. The Directors will keep the matter under review and will consider the developing market practice and what is in the best interests of the Company ahead of the AGM to be held in 2025.
Resolution 18 authorises Directors to allot new shares, pursuant to the authority given by Resolution 17, 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 2 January 2024, without the shares first being offered to shareholders in proportion to their existing holdings. This disapplication authority is in line with institutional shareholder guidance, and in particular, is within the limits set out in the Pre-Emption Group Principles.
The Directors confirm that they intend to adhere to the shareholder protections contained in Part 2B of the Pre-Emption Group Principles.
The Directors do not have any present intention to exercise the disapplication authority sought in Resolution 18, however the Directors consider that it is appropriate for them to seek the flexibility that this authority provides and that the authority is in the best interests of the Company. If given, the authority will expire on the earlier of the conclusion of the next AGM of the Company or close of business on 7 May 2025.
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 75,801,002 representing approximately 10% of the Company's existing issued ordinary share capital as at 2 January 2024 (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 AGM of the Company or close of business on 7 May 2025.
The 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 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 2 January 2024 (being the latest practicable date prior to the publication of this document), there were warrants and options over 26,508,026 ordinary shares in the capital of the Company representing 3.50% 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 3.89% of the Company's issued ordinary share capital.
The Directors intend to seek renewal of this authority at each AGM of the Company.
Resolution 20 is a resolution to allow the Company to hold general meetings (other than AGMs) 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 AGMs) provided that:
The Board is therefore proposing Resolution 20 as a special resolution to approve 14 clear days as the minimum period of notice for all general meetings of the Company other than AGMs. The approval of this Resolution will be effective until the end of the next AGM 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.

SIR STEPHEN HESTER N Chairman

Chief Executive
Appointed: December 2017
Experienced leader who is strategic yet operationally focused, having designed and implemented a number of easyJet's key strategic initiatives since his appointment, including the relaunch of easyJet holidays, our Sustainability Strategy and our pathway to net zero emissions, which demonstrates his desire to lead the decarbonisation of aviation.
Proven experience in European travel with more than 30 years' experience in the travel industry.
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 Advisor, Blackstone (private equity group).
Appointed: September 2021 (Chairman from December 2021)
Stephen is a strategic and successful leader with more than 35 years of wide-ranging business experience, including significant experience leading major international businesses in regulated industries.
He brings a strong track record of value creation and listed company experience to the Board.
As well as ensuring the Board operates effectively, chairing Board meetings and meetings of the Nominations Committee, he regularly engages with management, employees and investors to ensure their views are represented in the Board's deliberations.
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. Stephen was honoured with a knighthood in the 2024 New Year's Honours list for services to business and the economy.
Lead Independent Director of Kyndryl Holdings, Inc. and Chairman of Nordea Bank Abp.

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.
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
Appointed: March 2023
Significant strategic and commercial experience having served in various executive and non-executive roles which is valuable to easyJet in driving long-term shareholder value.
Liaises with Non-Executive Directors outside of Board meetings and leads the performance review of the Chairman.
Sue served as a member of the Executive Management team at SABMiller plc from 2003, serving as Director of Corporate Affairs until 2012 and then Managing Director, Europe until the business was acquired in 2016. Prior to SABMiller, she served as Director of Corporate Affairs for Railtrack plc and Scottish Power plc.
Senior Independent Director of Imperial Brands PLC and an independent Non-Executive Director of Mondi plc and Britvic plc.

CATHERINE BRADLEY CBE F A N Non-Executive Director
Appointed: January 2020
Extensive financial expertise gained across senior finance roles in investment banking and M&A over 33 years, along with an in-depth understanding of corporate governance and regulatory matters.
Her experience in financial and capital markets makes her ideally suited as Finance Committee Chair.
Experienced in stakeholder engagement as evidenced in her role as one of the Employee Representative Directors.
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.
Non-Executive Director of Johnson Electric Holdings Limited and Chair of their Nomination and Governance Committee, a Non-Executive Director of abrdn plc and Chair of their Audit Committee, and Senior Independent Director of Kingfisher plc.
Appointed: September 2022
In-depth airline and customer services experience, along with a valuable European perspective to Board deliberations.
Experienced in stakeholder engagement as evidenced in her role as one of the Employee Representative Directors.
Ryanne has extensive airline operations and customer service experience, having more than 20 years' experience with KLM, her last role being the 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. She also served as Chief Operating Officer of Mentaal Beter, an organisation focused on mental healthcare in the Netherlands.
Chair of Advisory Board, Child Protection Research Centre, UAE, and Member of the Supervisory Board of Krasnapolsky Hotel and Restaurants N.V.

Non-Executive Director
Appointed: September 2022
Brings extensive travel and aviation sector commercial experience as well as a deep knowledge of digital and data driven businesses, combined with a European outlook.
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 A/S, the leading provider of competitor air travel data based in Denmark, and later served as a member of the Supervisory Board (2021 to 2023). 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 Advisory Board of Solytic GmbH.

MONI MANNINGS OBE R N Non-Executive Director

DAVID ROBBIE A F N R Non-Executive Director
Appointed: November 2020
Brings strong financial, risk management and corporate finance experience to the Board and Audit Committee as Chair.
His international and strategic outlook, combined with over 20 years serving as a Director on FTSE Boards, provides a valuable perspective in Board and Committee discussions.
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.
Appointed: August 2020
Experienced non-executive who brings extensive legal and corporate finance experience to the Board.
Deep knowledge of executive remuneration as an experienced Remuneration Committee Chair means she is well placed as Chair of the Remuneration Committee.
Experienced in stakeholder engagement as evidenced in her role as one of the Employee Representative Directors.
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), Breedon Group plc (2019 to 2021), Investec Bank plc (2016 to 2023), Cazoo Group Ltd (2021 to 2023), and Deputy Chair of the charity Barnardo's (2017 to 2022).
Non-Executive Director of Hargreaves Lansdown plc, Senior Independent Director Designate of Land Securities Group plc, Senior Independent Director of the Co-op Group and a Member of the Takeover Panel.

DR DETLEF TREFZGER S A N
Non-Executive Director
Appointed: September 2022
Brings recent and in-depth experience of global logistics and commercial strategy, along with a European outlook.
Broad experience of technology enabled and data supported business transformation.
Detlef brings more than 30 years' experience leading global transport and logistics companies. Detlef served as Chief Executive of Kuehne + Nagel International AG, from 2013 to 2022. During his tenure, he led the company through an important period of growth, transformation and consolidation, doubling revenue and quadrupling profit to become the largest third-party transport and logistics provider in the world. Prior to Kuehne + Nagel, he spent 15 years with DB Schenker in various senior executive positions, including EVP of Global Contract Logistics & Supply Chain Management, having started his career at Siemens AG and Roland Berger.
Non-Executive Director of Accelleron Industries AG, SATS Ltd and PSA International.
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.
Proxies may also be appointed through CREST in accordance with notes 17 to 20.
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 9.00 a.m. on Thursday, 8 February 2024, 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 web.lumiagm.com/123438088 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, 7 February 2024 at [email protected] or on +44 (0)371 384 2577. Please use the country code 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 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. Luton DART operates between Luton Airport Parkway station 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 (londonluton.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 as a result of the fire that took place at Terminal Car Park 2 in October 2023, availability of car parking space at the airport is limited. For further information on parking at the airport, please visit the London Luton Airport website (london-luton.co.uk/ parking). There is no parking available at Hangar 89.

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 the notes on pages 11 and 12 of this document for details of how to do this.
Appointments must be made by 10.00 a.m. on Tuesday, 6 February 2024.
Once a valid appointment has been made please contact the Company's registrar, Equiniti, before 9.00 a.m. on Wednesday, 7 February 2024 at [email protected] or on +44 (0)371 384 2577. Please use the country code if you are calling from outside the UK for your unique Shareholder Reference Number ('SRN') and PIN. 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).
easyJet wants to lead the decarbonisation of aviation, and ultimately achieve carbon-free flying across Europe. We are fully committed to achieving net-zero carbon emissions by 2050, and you can help us get there.
As a shareholder in easyJet, we want you to receive communications quickly and easily, while also reducing the impact on the environment and, as a low cost airline, minimising costs. You can help us do this by signing up to receive electronic communications through Shareview.
Registering for Shareview is free and provides the following benefits:
Update your details online including your email and postal addresses
Add bank details so that you receive dividend payments directly, rather than waiting for a cheque.
Submit your voting instructions for shareholder meetings.
Add a range of shareholdings and investments you have (including those with other registrars) to monitor their value all in one place.
Buy and sell shares easily.
If you have any further queries relating to your shareholding, please contact Equiniti, the Company's registrars, using one of the methods listed below:
+44 (0)371 384 2577 (please use the country code if you are calling from outside the UK) Lines are open Monday to Friday 8.30 a.m. to 5.30 p.m. excluding public holidays in England and Wales.
Equiniti Limited Aspect House Spencer Road Lancing, West Sussex BN99 6DA

Sign up to receive electronic communications through Shareview: shareview.co.uk
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