Easyjet PLC

Declaration of Voting Results & Voting Rights Announcements • Feb 9, 2023

National Storage Mechanism | Additional information

easyJet plc (EZJ)

Result of AGM

09-Feb-2023 / 12:45 GMT/BST

Dissemination of a Regulatory Announcement, transmitted by EQS Group.

The issuer is solely responsible for the content of this announcement.

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9 February 2023

easyJet plc

(the “Company”)

Results of Annual General Meeting

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

All resolutions put to the meeting were passed with the requisite majority by means of a poll. Resolutions 1 to 15 were each passed as an Ordinary Resolution (requiring a simple majority for them to be passed) and resolutions 16 to 19 were each passed as a Special Resolution (requiring at least a 75% majority for them to be passed).

The polling results for each resolution are set out below:

Resolution		Votes For	%	Votes Against	%	Total Votes	% of ISC Voted1	Votes Withheld2
1.	To receive the Annual Report and Accounts for the year ended 30 September 2022	246,337,345	99.96	100,024	0.04	246,437,369	32.51%	10,437,562
2.	To approve the Directors’ Remuneration Report	197,315,595	80.59	47,513,517	19.41	244,829,112	32.30%	12,053,532
3.	To re-appoint Stephen Hester as a Director	209,989,961	89.33	25,081,601	10.67	235,071,562	31.01%	21,810,163
4.	To re-appoint Johan Lundgren as a Director	234,202,817	95.66	10,627,748	4.34	244,830,565	32.30%	12,056,239
5.	To re-appoint Kenton Jarvis as a Director	244,174,243	99.77	570,281	0.23	244,744,524	32.29%	12,124,751
6.	To re-appoint Catherine Bradley CBE as a Director	253,205,729	98.69	3,363,836	1.31	256,569,565	33.85%	308,488
7.	To re-appoint Sheikh Mansurah Tal-At (‘Moni’) Mannings as a Director	243,853,848	95.04	12,713,328	4.96	256,567,176	33.85%	315,180
8.	To re-appoint David Robbie as a Director	256,053,378	99.82	469,009	0.18	256,522,387	33.84%	358,902
9.	To appoint Ryanne van der Eijk as a Director	256,105,370	99.83	430,662	0.17	256,536,032	33.84%	342,433
10.	To appoint Harald Eisenächer as a Director	256,104,056	99.84	416,333	0.16	256,520,389	33.84%	357,284
11.	To appoint Dr. Detlef Trefzger as a Director	256,096,533	99.83	432,773	0.17	256,529,306	33.84%	349,788
12.	To re-appoint PricewaterhouseCoopers LLP as auditors of the Company	241,673,679	94.29	14,640,545	5.71	256,314,224	33.81%	563,179
13.	To authorise the Audit Committee to determine the auditors’ remuneration	252,822,206	98.53	3,774,808	1.47	256,597,014	33.85%	276,350
14.	To authorise the Company and its subsidiaries to make political donations and incur political expenditure	234,076,125	91.21	22,552,934	8.79	256,629,059	33.86%	254,412
15.	To authorise the Directors to allot shares	200,677,803	84.87	35,778,698	15.13	236,456,501	31.19%	20,423,995
16.	To disapply pre-emption rights (Special Resolution)	212,997,843	83.04	43,510,548	16.96	256,508,391	33.84%	363,636
17.	To disapply pre-emption rights - specified capital investments (Special Resolution)	205,420,947	80.08	51,102,295	19.92	256,523,242	33.84%	358,107
18.	To authorise the Company to purchase its own shares (Special Resolution)	234,529,532	91.41	22,052,097	8.59	256,581,629	33.85%	297,295
19.	To authorise the Company to call general meetings on not less than 14 clear days’ notice (Special Resolution)	249,401,662	97.20	7,183,555	2.80	256,585,217	33.85%	292,919

Notes:

1. Based on total issued share capital of 758,010,025 ordinary shares (as at 7 February 2023).
2. A vote withheld is not a vote in law and is not counted towards votes cast “For” or “Against” a resolution.
3. The total voting rights of the Company on 7 February 2023 were 758,010,025.
4. As set out in the Notice of AGM, the Board is ensuring the Company complies with European ownership and control requirements by exercising its powers to suspend voting rights of certain UK and non-EU nationals. At the time of the AGM, the level of ownership by EU persons was 38.4% and accordingly, easyJet has suspended voting rights in respect of certain shares ("Affected Shares") held by non-EU shareholders and the polling results noted above reflect these actions. Such Affected Shares continued to count in the calculation of issued share capital and total voting rights of the Company.

Board & Committee changes

Julie Southern and Andreas Bierwirth did not put themselves forward for re-election at the AGM and therefore stood down from the Board at the conclusion of the meeting. As a result, the following changes have been made to the membership and constitution of the Committees with effect from the close of the AGM:

• David Robbie has succeeded Julie Southern as Chair of the Audit Committee.
• The Safety Committee has been renamed the Safety & Operational Readiness Committee to better reflect the scope of its activities and Dr Detlef Trefzger has succeeded Andreas Bierwirth as Chair. The revised terms of reference are available at https://corporate.easyjet.com/investors/governance.  
• David Robbie and Dr Detlef Trefzger have become members of the Nominations Committee.

The full membership of the Board Committees from the close of the AGM will be as follows:

• Audit Committee: David Robbie (Chair), Catherine Bradley, Dr Detlef Trefzger.
• Remuneration Committee: Moni Mannings (Chair), Harald Eisenächer, David Robbie.
• Nominations Committee: Stephen Hester (Chair), Catherine Bradley, Moni Mannings, David Robbie, Dr Detlef Trefzger.
• Safety & Operational Readiness Committee: Dr Detlef Trefzger (Chair), Ryanne van der Eijk.
• Finance Committee: Catherine Bradley (Chair), Harald Eisenächer, David Robbie.

As previously announced Sue Clark will join the Board as Senior Independent Director and a member of the Audit, Nominations and Safety & Operational Readiness Committees with effect from 1 March 2023.

National Storage Mechanism

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

In case of queries please contact:

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

LEI: 2138001S47XKWIB7TH90

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ISIN:	GB00B7KR2P84
Category Code:	RAG
TIDM:	EZJ
LEI Code:	2138001S47XKWIB7TH90
OAM Categories:	3.1. Additional regulated information required to be disclosed under the laws of a Member State
Sequence No.:	222127
EQS News ID:	1556321

End of Announcement	EQS News Service

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