Easyjet PLC — Proxy Solicitation & Information Statement 2019

Jan 8, 2019

easyJet plc

---

Form of Proxy Annual General Meeting 2019

easyJet plc

(the "Company")

+

Voting ID

Task ID

Shareholder ref no.

Please read the Notice of Annual General Meeting and the notes opposite before completing this form.

I/We being member/members of the above named Company, hereby appoint the Chairman of the meeting or the following person (see note 1)

(please leave this box blank if you have selected the Chairman. Do not insert your own name(s))

to be my/our proxy to exercise all or any of my/our rights to attend and to speak and vote on my/our behalf at the Annual General Meeting of the Company to be held at Hangar 89, London Luton Airport, Luton, Bedfordshire LU2 9PF on Thursday 7 February 2019 at 10.00 a.m. and at any adjournment of such meeting.

☐ Please indicate here with an 'X' if this proxy form is one of multiple instructions being given (see note 2).

I/We direct my/our proxy to attend, speak and vote on the resolutions set out in the notice dated 8 January 2019 convening the Annual General Meeting as follows:

Resolutions	For	Against	Vote withheld*
1. To receive the Annual Report and Accounts for the year ended 30 September 2018	☐	☐	☐
2. To approve the Annual Statement by the Chairman of the Remuneration Committee and the Annual Report on Remuneration	☐	☐	☐
3. To declare an ordinary dividend	☐	☐	☐
4. To re-elect John Barton as a Director	☐	☐	☐
5. To re-elect Johan Lundgren as a Director	☐	☐	☐
6. To re-elect Andrew Findlay as a Director	☐	☐	☐
7. To re-elect Charles Gurassa as a Director	☐	☐	☐
8. To re-elect Dr. Andreas Bierwirth as a Director	☐	☐	☐
9. To re-elect Moya Greene as a Director	☐	☐	☐
10. To re-elect Andy Martin as a Director	☐	☐	☐
11. To elect Julie Southern as a Director	☐	☐	☐
12. To elect Dr. Anastassia Lauterbach as a Director	☐	☐	☐
13. To elect Nick Leeder as a Director	☐	☐	☐
14. To re-appoint PricewaterhouseCoopers LLP as auditors of the Company	☐	☐	☐
15. To authorise the Audit Committee, for and on behalf of the Directors, to determine the auditors' remuneration	☐	☐	☐
16. To authorise the Company and its subsidiaries to make political donations and incur political expenditure	☐	☐	☐
17. To authorise the Directors to allot shares	☐	☐	☐
18. To disapply statutory pre-emption rights	☐	☐	☐
19. To authorise the Company to purchase its own shares	☐	☐	☐
20. To authorise the Company to call general meetings, other than annual general meetings, on not less than 14 clear days' notice	☐	☐	☐

Please indicate with an 'X' in the appropriate box above how the proxy should vote and then sign in the space provided below. If no specific direction as to voting is given, the proxy may vote or abstain at his/her discretion on the specified resolutions. The proxy is also authorised to vote (or abstain from voting) on any other business which may properly come before the meeting.

• The 'Vote withheld' option is provided to enable you to abstain on any particular resolution. It should be noted that a 'Vote withheld' is not a vote in law and will not be counted as a vote 'For' or 'Against' a resolution.

• 2252-034-s +

Date ____ Signature ____

Name in block capitals ____ Initials and surnames of joint holders (if any) ____

(Incorporated and registered in England and Wales with registered number 3959649)

---

Form of Proxy explanatory notes:

1. A member may appoint another person as his/her proxy to exercise all or any of his/her rights to attend, speak and vote at the meeting. If you wish to appoint some person of your own choice as your proxy rather than the Chairman of the meeting, you should complete in BLOCK CAPITALS his/her full name and address in the space provided. Such proxy need not be a member of the Company. If you wish to appoint the Chairman, please leave the box blank.

2. You can also, if you wish, appoint more than one proxy provided that each proxy is appointed to exercise the rights attached to a different share or shares held by you. To appoint more than one proxy pursuant to a hard copy Form of Proxy, you should photocopy this form as you must complete a separate Form of Proxy for each proxy unless you are appointing your proxies electronically in which case, please refer to notes 10 and 11 below. Please indicate next to the proxy holder's name the number of shares in relation to which you authorise them to act as your proxy. If left blank your proxy will be deemed to be authorised in respect of your full voting entitlement (or if this Form of Proxy has been issued in respect of a designated account for a member, the full voting entitlement for that designated account). Please also indicate by ticking the box provided if the proxy instruction is one of multiple instructions being given. All forms must be signed and, if returned by post, should be included in the same envelope.

3. This Form of Proxy must be executed by the appointor or his/her attorney, duly authorised in writing or, if the appointor is a corporation, under its common seal or by the signature of a duly authorised attorney or officer or other person duly authorised in that behalf (and the signature on the appointment of proxy need not be witnessed).

4. In the case of joint holders only the signature of one of the joint holders is required but, if more than one joint holder votes, the vote of the first named holder on the register of members shall be accepted to the exclusion of other vote(s) (if any) of joint holder(s).

5. The Form of Proxy, together with the power of attorney or other authority (if any) under which it is authenticated, or a certified copy of such authority or in some other way approved by the Company's Board must be received at the Company's registrars, Equiniti, Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA not later than 5 February 2019 at 10.00 a.m. being 48 hours before the earliest time appointed for the meeting or any adjournment thereof. The appointment of proxy shall be valid notwithstanding the death or mental disorder of the principal or the revocation of the appointment of proxy, or of the authority under which the appointment of proxy was executed, or the transfer of the share(s) in respect of which the appointment of proxy is given, unless notice in writing of such death, mental disorder, revocation or transfer shall have been received by the Company's registrars, Equiniti, at the same address by the same deadline.

6. As an alternative to completing a hard copy Form of Proxy, proxies may be appointed electronically in accordance with note 10 or CREST members may use the CREST electronic appointment service in accordance with note 11.

7. Your appointed proxy must attend the meeting in person to represent you. Unless you are appointing the Chairman as your proxy, please check with your appointed proxy prior to appointing him/her that he/she intends to attend the meeting to ensure your vote is counted. Completion of this Form of Proxy will not preclude the member from attending and voting at the meeting. In the event that and to the extent that a member personally votes his/her shares, his/her proxy or proxies shall not be entitled to vote and any vote cast by a proxy in such circumstances shall be ignored.

8. Please indicate how you wish your proxy to vote on the resolutions by inserting an 'X' in the appropriate box. Any alteration to the Form of Proxy must be initialled by the person signing it.

(continued overleaf)

---

Form of Proxy explanatory notes (continued):

1. When two (or more) valid but differing appointments of proxy are received in respect of the same share(s) for use at the same meeting and in respect of the same matter, the one which is last validly received (regardless of its date or of the date of its execution or submission) shall be treated as replacing and revoking the other or others as regards the share(s). If the Company is unable to determine which appointment was last validly received, none of them shall be treated as valid in respect of the relevant share(s).

2. Members who prefer to register the appointment of their proxy electronically via the internet can do so through Equiniti's website at www.sharevote.co.uk where full instructions on the procedure are given. The Voting ID, Task ID and Shareholder Reference Number printed on the Form of Proxy will be required in order to use this electronic proxy appointment system. Alternatively members 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 and then clicking on the link to vote. The on-screen instructions give details of how to complete the appointment process. A proxy appointment made electronically will not be valid if sent to any address other than those provided or if received after 10.00 a.m. on Tuesday 5 February 2019.

3. CREST members who wish to appoint a proxy or proxies by using the CREST electronic proxy appointment service may do so for the Annual General Meeting to be held on 7 February 2019 and any adjournments thereof by using the procedures described in the CREST Manual on the Euroclear website (www.euroclear.com). The message, regardless of whether it constitutes the appointment of a proxy or an amendment to the instructions given to a previously appointed proxy must, in order to be valid, be transmitted so as to be received by the Company's agent (ID RA 19) no later than 10.00 a.m. on 5 February 2019 being 48 hours before the earliest time appointed for the meeting or any adjournment thereof. Please see the notes to the notice of meeting for further information on proxy appointments through the CREST system.

4. Please note that the Company takes all reasonable precautions to ensure no viruses are present in any electronic communication it sends out but the Company cannot accept responsibility for loss or damage arising from the opening or use of any email or attachments from the Company and recommends that members subject all messages to virus checking procedures prior to use. Please note that any electronic communication received by the Company that is found to contain any computer virus will not be accepted.

5. You may not use any electronic address provided in this Form of Proxy to communicate with the Company for any purposes other than those expressly stated.

---

Business Reply Plus
Licence Number
RTAT-JXCJ-BRJY
1111111111111111111111111111111

Equiniti
Aspect House
Spencer Road
LANCING
BN99 8JA

---

easyJet plc

AGM Venue

The 2019 Annual General Meeting ('AGM') of easyJet plc is to be held at Hangar 89, London Luton Airport, Luton, LU2 9PF on Thursday 7 February 2019 at 10.00 a.m.

The easyJet Hangar is situated next to the terminal at London Luton Airport. A map of the airport is below:

How to get there by road

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.

How to get there by public transport

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 mini 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).