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Easyjet PLC

Proxy Solicitation & Information Statement Jun 27, 2022

5295_agm-r_2022-06-27_93bcbbf2-a1ba-4c6d-90e4-2c5a642ceefd.pdf

Proxy Solicitation & Information Statement

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Incorporated and registered in England and Wales with registered number 3959649

NOTICE OF AVAILABILITY

You can now access the Circular containing the Notice of General Meeting (to be held on Wednesday, 20 July 2022 at 10.00 a.m. at Hangar 89, London Luton Airport, Luton, Bedfordshire LU2 9PF, United Kingdom – but please see notes below on disenfranchisement) by visiting the Company's website at https://corporate.easyjet.com/investors. You can submit your proxy via the internet at www.sharevote.co.uk.

Explanatory notes on the resolution can be found in the Circular containing the Notice of General Meeting.

The Company is currently offering facilities for shareholders both to attend and vote at the General Meeting ("GM") in person, or alternatively to vote electronically and attend by conference call to ask questions in real time should they wish to do so. 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 GM electronically or attend in person.

Please read the Circular containing the Notice of GM dated 27 June 2022 (the "Notice") and the notes overleaf before completing this form.

The Board draws your attention to the note on disenfranchisement (set out overleaf) which provides an explanation of the impact for shareholders whose shares are the subject of Affected Share Notices. Further details are set out in the Notice which is available on the Company's website at https://corporate.easyjet.com/investors.

General Meeting Form of Proxy

+ +
Voting ID Task ID Shareholder Reference Number (SRN)
I/We being a member/members of the above named Company hereby appoint the Chairman of the meeting or the following person (see
notes 6, 7 and 8 overleaf) (please leave this box blank if you have selected the Chairman.
Do not insert your own name(s)) to be my/our proxy to exercise all or any of my/our rights and vote on my/our behalf at the GM to be held
on Wednesday, 20 July 2022 at 10.00 a.m. and at any adjournment of such meeting.
Please indicate here with an "X" if this Form of Proxy is one of multiple instructions being given (see note 9 overleaf).
I/We direct my/our proxy to vote on the resolution set out in the Notice as follows:
Resolution Vote
For
Against Withheld*
1. To approve the Proposed Purchase pursuant to the 2022 Amendments (as defined and further explained
in the Notice of GM).
abstain from voting) on any other business which may properly come before the meeting. Please indicate with an 'X' in the appropriate box above how the proxy should vote and then sign in the space provided below. If no specific
direction as to voting is given, the proxy may vote or abstain at their discretion on the resolution. The proxy is also authorised to vote (or

* the "Vote Withheld" option is provided to enable you to abstain on a 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.

Signature: Date:

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

FORM OF PROXY EXPLANATORY NOTES:

Voting and attendance at the General Meeting

    1. Shareholders are welcome to attend and vote at the GM in person. The Company is also offering facilities for shareholders to vote at the GM electronically and to attend by conference call to ask questions in real time should they wish to do so. Details of how to attend the GM are provided in the Notice which is available on the Company's website at: https://corporate.easyjet.com/investors. Disenfranchisement
    1. 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 GM, whether in person or electronically in respect of the shares subject to the suspension. Further information can be found on the Company's website at: https://corporate.easyjet.com/investors/shareholder-services/ eu-share-ownership.
    1. The Board would recommend that all shareholders vote in advance of the GM, even in respect of any Affected Shares that they may hold. This is because those shares may be re-enfranchised in advance of the GM. Shareholders who own shares whose voting rights will be suspended (and therefore whose votes will not be counted) at the GM will receive a notice (an "Affected Share Notice") by post from Equiniti, our Registrars, on or around 4 July 2022.
    1. If a shareholder votes more than its eligible holding (for example, because some of their voting rights are suspended 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 10.00 a.m. on Monday, 18 July 2022, Equiniti will scale back the relevant shareholder's votes on a pro rata basis so that such shareholder's votes do not exceed those it is entitled to vote. Through this mechanism, any shareholder in receipt of an Affected Share Notice on or around 4 July 2022, will not have those shares that are the subject of an Affected Share Notice counted in the voting at the GM.

Vote online

  1. Shareholders are strongly encouraged to register the appointment of their proxy electronically through Equiniti's website at www.sharevote.co.uk where full instructions on the procedure are given. The Voting ID, Task ID and Shareholder Reference Number printed on the Form of Proxy will be required in order to use the electronic proxy appointment system. Alternatively, shareholders who have already registered with Equiniti's online portfolio service, Shareview, can appoint their proxy electronically by logging on to their portfolio at www.shareview.co.uk using their usual user ID and password, then clicking on "View" on the "My Investments" page, leading to the link to vote. The on-screen instructions give details on how to complete the proxy appointment process. A proxy appointment made electronically will not be valid if sent to any address other than those provided or if received after 10.00 a.m. on Monday, 18 July 2022. Proxies may also be appointed through CREST in accordance with note 12 below.

Form of Proxy

    1. Alternatively, this Form of Proxy may be used to appoint a proxy and, together with the power of attorney or other authority (if any) under which it is authenticated, or a certified copy of such authority, must be received at the Company's registrars, Equiniti, Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA not later than Monday, 18 July 2022 at 10.00 a.m. being 48 hours (excluding non-working days) before the earliest time appointed for the meeting or any adjournment thereof.
    1. This Form of Proxy must be executed by the appointor or his/her attorney, duly authorised in writing or, if the appointor is a corporation, under its common seal or by the signature of a duly authorised attorney or officer or other person duly authorised on their behalf (and the signature on the appointment of proxy need not be witnessed).
    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).

Multiple proxies

  1. A member entitled to vote at the GM may appoint one or more persons (who need not be members) as their proxy or proxies to exercise all or any of their rights to vote at the GM (either in person or electronically), provided that each proxy is appointed to exercise the rights attaching to a different share or shares held by them. To appoint more than one proxy pursuant to a hard copy Form of Proxy, members should photocopy this form as a separate Form of Proxy must be completed for each proxy unless proxies are being appointed electronically in which case, please refer to note 6. 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.

Amending your proxy

  1. Members may change their proxy instructions by returning a new Form of Proxy using the methods set out above. Please contact the Company's registrars, Equiniti Limited at Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA if another Form of Proxy is required. The deadline for receipt of proxy appointments (see above) also applies in relation to amended instructions. Any attempt to amend a proxy appointment received after the relevant deadline will be disregarded.

Joint shareholders

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

Euroclear electronic proxy appointment service (CREST)

    1. CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service may do so for the GM to be held on Wednesday, 20 July 2022 and any adjournment(s) thereof by using the procedures described in the CREST Manual on the Euroclear website (www.euroclear.com). CREST personal members or other CREST sponsored members, and those CREST members who have appointed a voting service provider(s), should refer to their CREST sponsor or voting service provider(s), who will be able to take the appropriate action on their behalf.
    1. In order for a proxy appointment or instruction made using the CREST service to be valid, the appropriate CREST message (a "CREST Proxy Instruction") must be properly authenticated in accordance with Euroclear UK & Ireland Limited's specifications and must contain the information required for such instructions, as described in the CREST Manual. The message, regardless of whether it constitutes the appointment of a proxy or an amendment to the instruction given to a previously appointed proxy must, in order to be valid, be transmitted so as to be received by the Company's agent (ID RA19) by 10.00 a.m. on Monday, 18 July 2022 (the latest time for receipt of proxy appointments specified in the Notice). For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp applied to the message by the CREST Applications Host) from which the issuer's agent is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. After this time any change of instructions to proxies appointed through CREST should be communicated to the appointee through other means.
    1. The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001.
    1. If you are an institutional investor, you may be able to appoint a proxy electronically via the Proxymity platform, a process which has been agreed by the Company and approved by the Registrar. For further information regarding Proxymity, please go to www.proxymity.io. Your proxy must be lodged by 10.00 a.m. on Monday, 18 July 2022 in order to be considered valid. Before you can appoint a proxy via this process you will need to have agreed to Proxymity's associated terms and conditions. It is important that you read these carefully as you will be bound by them and they will govern the electronic appointment of your proxy.

Electronic communications

    1. 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.
    1. Members may not use any electronic address provided in this Form of Proxy to communicate with the Company for any purposes other than those expressly stated.

Toppan Merrill, London 22-16882-2

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