Easyjet PLC

Regulatory Filings • Feb 17, 2025

OFFERING CIRCULAR

easyJet plc

(incorporated with limited liability in England and Wales) easyJet FinCo B.V.

(incorporated with limited liability in The Netherlands) each guaranteed by

easyJet Airline Company Limited (incorporated with limited liability in England and Wales)

and, in the case of Notes issued by easyJet FinCo B.V., easyJet plc, and in the case of Notes issued by easyJet plc, easyJet FinCo B.V.

£4,000,000,000 Euro Medium Term Note Programme

Under this £4,000,000,000 Euro Medium Term Note Programme (the "Programme"), easyJet plc ("easyJet plc") and easyJet FinCo B.V. ("easyJet B.V." and, together with easyJet plc, the "Issuers" and each an "Issuer") may from time to time issue notes (the "Notes") denominated in any currency agreed between the relevant Issuer and the relevant Dealer (as defined below).

The payments of all amounts due in respect of: (i) Notes issued by easyJet B.V., will be guaranteed jointly and severally by easyJet plc and easyJet Airline Company Limited ("EACL"); and (ii) Notes issued by easyJet plc, will be guaranteed jointly and severally by EACL and easyJet B.V., and, in each case, each (if any) other entity appointed as an additional guarantor (each an "Additional Guarantor" and, together with (i) in the case of Notes issued by easyJet B.V., easyJet plc and EACL; and (ii) in the case of Notes issued by easyJet plc, easyJet B.V. and EACL, but not including any such entity that has ceased to be a guarantor in accordance with the Conditions and the Trust Deed, the "Guarantors") (See "Risk Factors – Factors which are material for the purpose of assessing the market risks associated with Notes issued under the Programme – Risks related to the market generally – Each Guarantor may be released" below).

The maximum aggregate nominal amount of all Notes from time to time outstanding under the Programme will not exceed £4,000,000,000 (or its equivalent in other currencies calculated as described in the Programme Agreement described herein), subject to increase as described herein.

The Notes may be issued on a continuing basis to one or more of the Dealers specified under "Overview of the Programme" and any additional Dealer appointed under the Programme from time to time by the relevant Issuer (each a "Dealer" and together the "Dealers"), which appointment may be for a specific issue or on an ongoing basis. References in this Offering Circular to the "relevant Dealer" shall, in the case of an issue of Notes being (or intended to be) subscribed by more than one Dealer, be to all Dealers agreeing to subscribe such Notes.

An investment in Notes issued under the Programme involves certain risks. For a discussion of these risks see "Risk Factors".

This Offering Circular has been approved as a base prospectus by the Financial Conduct Authority (the "FCA"), as competent authority under Regulation (EU) 2017/1129 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 (the "EUWA") (the "UK Prospectus Regulation"). The FCA only approves this Offering Circular as meeting the standards of completeness, comprehensibility and consistency imposed by the UK Prospectus Regulation. Approval by the FCA should not be considered as an endorsement of the Issuers or the Guarantors or of the quality of the Notes. Investors should make their own assessment as to the suitability of investing in the Notes.

Application has been made to the FCA for Notes issued under the Programme during the period of 12 months from the date of this Offering Circular to be admitted to the official list of the FCA (the "Official List") and to the London Stock Exchange plc (the "London Stock Exchange") for such Notes to be admitted to trading on the London Stock Exchange's main market.

This Offering Circular (as supplemented as at the relevant time, if applicable) is valid for 12 months from its date in relation to Notes which are to be admitted to trading on a regulated market in the United Kingdom (the "UK"). The obligation to supplement this Offering Circular in the event of a significant new factor, material mistake or material inaccuracy does not apply when this Offering Circular is no longer valid.

References in this Offering Circular to Notes being listed (and all related references) shall mean that such Notes have been admitted to trading on the London Stock Exchange's main market and have been admitted to the Official List. The London Stock Exchange's main market is a UK regulated market for the purposes of Regulation (EU) No 600/2014 on Markets in Financial Instruments as it forms part of domestic law by virtue of the EUWA ("UK MiFIR").

Notice of the relevant Issuer, the aggregate nominal amount of Notes, interest (if any) payable in respect of Notes, the issue price of Notes and certain other information which is applicable to each Tranche (as defined under "Terms and Conditions of the Notes") of Notes will be set out in a final terms document (the "Final Terms") which, where listed, will be delivered to the FCA and the London Stock Exchange. Copies of Final Terms in relation to Notes to be listed on the London Stock Exchange will also be published on the website of the London Stock Exchange through a regulatory information service. References in this Offering Circular to the "Relevant Issuer" shall, in relation to any Tranche of Notes, be references to the Issuer which is, or is intended to be, the Issuer of such Notes as indicated in the applicable Final Terms.

The Programme provides that Notes may be listed or admitted to trading, as the case may be, on such other or further stock exchanges or markets as may be agreed between the Relevant Issuer, the Guarantor(s) and the relevant Dealer.

easyJet plc has been rated Baa2 (stable outlook) by Moody's Investors Service Ltd ("Moody's") and BBB (positive outlook) by S&P Global Ratings UK Limited ("S&P"). EACL has been rated BBB (positive outlook) by S&P. The Programme has been rated (P)Baa2 by Moody's and BBB by S&P. Moody's and S&P are established in the UK and are registered under Regulation (EC) No. 1060/2009 as it forms part of domestic law by virtue of the EUWA (the "UK CRA Regulation").Moody's and S&P are not established in the European Economic Area (the "EEA") and have not applied for registration under Regulation (EC) No. 1060/2009 (as amended) (the "CRA Regulation"). Accordingly, the ratings issued by Moody's have been endorsed by Moody's Deutschland GmbH ("Moody's Deutschland") and the ratings issued by S&P have been endorsed by S&P Global Ratings Europe Limited ("S&P Europe"), in each case, in accordance with the CRA Regulation and each endorsement has not been withdrawn. Each of Moody's Deutschland and S&P is established in the EEA and registered under the CRA Regulation. As such, each of Moody's Deutschland and S&P Europe is included in the list of credit rating agencies published by the European Securities and Markets Authority on its website (at http://www.esma.europa.eu/page/List-registered-and-certified-CRAs) in accordance with the CRA Regulation.

Notes issued under the Programme may be rated or unrated by either of the rating agencies referred to above. Where a Tranche of Notes is rated, such rating will be disclosed in the Final Terms and will not necessarily be the same as the rating assigned to the Programme by the relevant rating agency. A credit rating is not a recommendation to buy, sell or hold securities and may be subject to suspension, reduction or withdrawal at any time by the assigning rating agency.

10301489303-v28 70-41084545

Arranger SOCIÉTÉ GÉNÉRALE CORPORATE & INVESTMENT BANKING

Dealers

Barclays BofA Securities

Société Générale Corporate & Investment Banking

The date of this Offering Circular is 17 February 2025.

10301489303-v28 70-41084545

IMPORTANT INFORMATION

This Offering Circular comprises a base prospectus in respect of all Notes issued under the Programme for the purposes of Article 8 of the UK Prospectus Regulation. When used in this Offering Circular, "Prospectus Regulation" means Regulation (EU) 2017/1129 and "UK Prospectus Regulation" means Regulation (EU) 2017/1129 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 (the "EUWA").

Each of easyJet plc, easyJet B.V. and EACL accepts responsibility for the information contained in this Offering Circular and the Final Terms for each Tranche of Notes issued under the Programme. To the best of the knowledge of each of easyJet plc, easyJet B.V. and EACL the information contained in this Offering Circular is in accordance with the facts and this Offering Circular makes no omission likely to affect its import.

This Offering Circular is to be read in conjunction with all documents which are deemed to be incorporated herein by reference (see "Documents Incorporated by Reference"). This Offering Circular shall be read and construed on the basis that such documents are incorporated and form part of this Offering Circular.

Other than in relation to the documents which are deemed to be incorporated by reference (see "Documents Incorporated by Reference"), the information on the websites to which this Offering Circular refers does not form part of this Offering Circular and has not been scrutinised or approved by the FCA.

Neither the Dealers, the Trustee (as defined below) nor any other party, save for easyJet plc, easyJet B.V. and EACL, have independently verified the information contained herein. Accordingly, no representation, warranty or undertaking, express or implied, is made and no responsibility or liability is accepted by the Dealers or the Trustee as to the accuracy or completeness of the information contained or incorporated in this Offering Circular or any other information provided by the Issuers or the Guarantors in connection with the Programme. No Dealer or the Trustee accepts any liability in relation to the information contained or incorporated by reference in this Offering Circular or any other information provided by the Issuers or the Guarantors in connection with the Programme.

No person is or has been authorised by the Issuers, the Guarantors or the Trustee to give any information or to make any representation not contained in or not consistent with this Offering Circular or any other information supplied in connection with the Programme or the Notes and, if given or made, such information or representation must not be relied upon as having been authorised by the Issuers, the Guarantors, any of the Dealers or the Trustee.

Neither this Offering Circular nor any other information supplied in connection with the Programme or any Notes (a) is intended to provide the basis of any credit or other evaluation or (b) should be considered as a recommendation by the Issuers, the Guarantors, any of the Dealers or the Trustee that any recipient of this Offering Circular or any other information supplied in connection with the Programme or any Notes should purchase any Notes. Each investor contemplating purchasing any Notes should make its own independent investigation of the financial condition and affairs, and its own appraisal of the creditworthiness, of the Relevant Issuer and/or the Guarantors. Neither this Offering Circular nor any other information supplied in connection with the Programme or the issue of any Notes constitutes an offer or invitation by or on behalf of the Relevant Issuer, the Guarantors, any of the Dealers or the Trustee to any person to subscribe for or to purchase any Notes.

Neither the delivery of this Offering Circular nor the offering, sale or delivery of any Notes shall in any circumstances imply that the information contained herein concerning any of easyJet plc, easyJet B.V. and/or EACL is correct at any time subsequent to the date hereof or that any other information supplied in connection with the Programme is correct as of any time subsequent to the date indicated in the document containing the same. The Dealers and the Trustee expressly do not undertake to review the financial condition or affairs of the Issuers or the Guarantors during the life of the Programme or to advise any investor in the Notes of any information coming to their attention.

Amounts payable on Floating Rate Notes will be calculated by reference to EURIBOR. As at the date of this Offering Circular, the European Money Markets Institute (as administrator of EURIBOR) is included in the FCA's register of administrators under Article 36 of Regulation (EU) No 2016/1011 as it forms part of domestic law by virtue of the EUWA (the "UK Benchmarks Regulation").

MiFID II PRODUCT GOVERNANCE / TARGET MARKET – The Final Terms in respect of any Notes may include a legend entitled "MiFID II Product Governance / Professional Investors and ECPs only Target Market" which will outline the target market assessment in respect of the Notes and which channels for distribution of the Notes are appropriate. Any person subsequently offering, selling or recommending the Notes (a "distributor") should take into consideration the target market assessment; however, a distributor subject to Directive 2014/65/EU (as amended, "MiFID II") is responsible for undertaking its own target market assessment in respect of the Notes (by either adopting or refining the target market assessment) and determining appropriate distribution channels.

A determination will be made in relation to each issue about whether, for the purpose of the MiFID Product Governance rules under EU Delegated Directive 2017/593 (the "MiFID II Product Governance Rules"), any Dealer subscribing for any Notes is a manufacturer in respect of such Notes, but otherwise neither the Arranger nor the Dealers nor any of their respective affiliates will be a manufacturer for the purpose of the MiFID II Product Governance Rules.

UK MiFIR PRODUCT GOVERNANCE / TARGET MARKET – The Final Terms in respect of any Notes may include a legend entitled "UK MiFIR Product Governance / Professional Investors and ECPs only Target Market" which will outline the target market assessment in respect of the Notes and which channels for distribution of the Notes are appropriate. Any distributor should take into consideration the target market assessment; however, a distributor subject to the FCA Handbook Product Intervention and Product Governance Sourcebook (the "UK MiFIR Product Governance Rules") is responsible for undertaking its own target market assessment in respect of the Notes (by either adopting or refining the target market assessment) and determining appropriate distribution channels.

A determination will be made in relation to each issue about whether, for the purpose of the UK MiFIR Product Governance Rules, any Dealer subscribing for any Notes is a manufacturer in respect of such Notes, but otherwise neither the Arranger nor the Dealers nor any of their respective affiliates will be a manufacturer for the purpose of the UK MIFIR Product Governance Rules.

IMPORTANT – EEA RETAIL INVESTORS – If the Final Terms in respect of any Notes includes a legend entitled "Prohibition of Sales to EEA Retail Investors", the Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the EEA. For these purposes, a "retail investor" means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of MiFID II; or (ii) a customer within the meaning of Directive (EU) 2016/97 (as amended, the "Insurance Distribution Directive"), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in the Prospectus Regulation. Consequently no key information document required by Regulation (EU) No 1286/2014 (as amended, the "PRIIPs Regulation") for offering or selling the Notes or otherwise making them available to retail investors in the EEA has been prepared and therefore offering or selling the Notes or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation.

IMPORTANT – UK RETAIL INVESTORS – If the Final Terms in respect of any Notes includes a legend entitled "Prohibition of Sales to UK Retail Investors", the Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the UK. For these purposes, a "retail investor" means a person who is one (or more) of: (i) a retail client, as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of domestic law by virtue of the EUWA; or (ii) a customer within the meaning of the provisions of the Financial Services and Markets Act 2000 (as amended, the "FSMA") and any rules or regulations made under the FSMA to implement the Insurance Distribution Directive, where that customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the EUWA; or (iii) not a qualified investor as defined in Article 2 of the UK Prospectus Regulation. Consequently no key information document required by Regulation (EU) No 1286/2014 as it forms part of domestic law by virtue of the EUWA (the "UK PRIIPs Regulation") for offering or selling the Notes or otherwise making them available to retail investors in the UK has been prepared and therefore offering or selling the Notes or otherwise making them available to any retail investor in the UK may be unlawful under the UK PRIIPs Regulation.

NOTIFICATION UNDER SECTION 309B OF THE SECURITIES AND FUTURES ACT OF SINGAPORE (as amended, the "SFA") – Unless otherwise stated in the Final Terms in respect of any Notes, all Notes issued or to be issued under the Programme shall be prescribed capital markets products (as defined in the Securities and Futures (Capital Markets Products) Regulations 2018 of Singapore) and Excluded Investment Products (as defined in MAS Notice SFA 04-N12: Notice on the Sale of Investment Products and MAS Notice FAA-N16: Notice on Recommendations on Investment Products).

FORWARD-LOOKING STATEMENTS

Certain statements in this Offering Circular, any prospectus supplement and the documents incorporated by reference herein, other than historical information, including estimates, projections, statements, objectives and expected operating results, and the assumptions upon which those statements are based, are "forward-looking statements". These forward-looking statements generally are identified by the words "believe," "project," "expect," "anticipate," "estimate," "intend," "strategy," "future," "opportunity," "plan," "may," "should," "will," "would," "will be," "will continue," "will likely result," and similar expressions. Forward-looking statements are based on expectations and assumptions as at the date hereof and are subject to risks and uncertainties which may cause actual results to differ materially from the forward-looking statements.

STABILISATION

In connection with the issue of any Tranche of Notes, the Dealer or Dealers (if any) acting as the Stabilisation Manager(s) (or persons acting on behalf of any Stabilisation Manager(s)) may over-allot Notes or effect transactions with a view to supporting the market price of the Notes at a level higher than that which might otherwise prevail. However, stabilisation may not necessarily occur. Any stabilisation action may begin on or after the date on which adequate public disclosure of the terms of the offer of the relevant Tranche of Notes is made and, if begun, may cease at any time, but it must end no later than the earlier of 30 days after the issue date of the relevant Tranche of Notes and 60 days after the date of the allotment of the relevant Tranche of Notes. Any stabilisation action or overallotment must be conducted by the relevant Stabilisation Manager(s) (or persons acting on behalf of any Stabilisation Manager(s)) in accordance with all applicable laws and rules.

IMPORTANT INFORMATION RELATING TO THE USE OF THIS OFFERING CIRCULAR AND OFFERS OF NOTES GENERALLY

This Offering Circular does not constitute an offer to sell or the solicitation of an offer to buy any Notes in any jurisdiction to any person to whom it is unlawful to make the offer or solicitation in such jurisdiction. The distribution of this Offering Circular and the offer or sale of Notes may be restricted by law in certain jurisdictions. The Issuers, the Guarantors, the Dealers and the Trustee do not represent that this Offering Circular may be lawfully distributed, or that any Notes may be lawfully offered, in compliance with any applicable registration or other requirements in any such jurisdiction, or pursuant to an exemption available thereunder, or assume any responsibility for facilitating any such distribution or offering. In particular, no action has been taken by the Relevant Issuer, the Guarantors, the Dealers or the Trustee which is intended to permit a public offering of any Notes or distribution of this Offering Circular in any jurisdiction where action for that purpose is required. Accordingly, no Notes may be offered or sold, directly or indirectly, and neither this Offering Circular nor any advertisement or other offering material may be distributed or published in any jurisdiction, except under circumstances that will result in compliance with any applicable laws and regulations. Persons into whose possession this Offering Circular or any Notes may come must inform themselves about, and observe, any such restrictions on the distribution of this Offering Circular and the offering and sale of Notes. In particular, there are restrictions on the distribution of this Offering Circular and the offer or sale of Notes in the United States, the EEA (including Belgium and The Netherlands), the UK, Japan and Singapore, see "Subscription and Sale".

The Notes may not be a suitable investment for all investors. Each potential investor in the Notes must make its own assessment as to the suitability of that investment in light of its own circumstances. In particular, each potential investor may wish to consider, either on its own or with the help of its financial and other professional advisers, whether it:

(i) has sufficient knowledge and experience to make a meaningful evaluation of the Notes, the merits and risks of investing in the Notes and the information contained or incorporated by reference in this Offering Circular or any applicable supplement;

• (ii) has access to, and knowledge of, appropriate analytical tools to evaluate, in the context of its particular financial situation, an investment in the Notes and the impact the Notes will have on its overall investment portfolio;
• (iii) has sufficient financial resources and liquidity to bear all of the risks of an investment in the Notes, including Notes where the currency for principal or interest payments is different from the potential investor's currency;
• (iv) understands thoroughly the terms of the Notes and is familiar with the behaviour of financial markets; and
• (v) is able to evaluate possible scenarios for economic, interest rate and other factors that may affect its investment and its ability to bear the applicable risks.

Legal investment considerations may restrict certain investments. The investment activities of certain investors are subject to legal investment laws and regulations, or review or regulation by certain authorities. Each potential investor should consult its legal advisers to determine whether and to what extent (1) Notes are legal investments for it, (2) Notes can be used as collateral for various types of borrowing and (3) other restrictions apply to its purchase or pledge of any Notes. Financial institutions should consult their legal advisers or the appropriate regulators to determine the appropriate treatment of Notes under any applicable risk-based capital or similar rules.

The Notes and the guarantee thereof have not been and will not be registered under the United States Securities Act of 1933, as amended, (the "Securities Act") and are subject to U.S. tax law requirements. Subject to certain exceptions, Notes and the guarantee thereof may not be offered, sold or delivered within the United States or to, or for the account or benefit of, U.S. persons (see "Subscription and Sale").

PRESENTATION OF INFORMATION

In this Offering Circular, all references to:

• "U.S. dollars", "U.S.\$" and "\$" refer to United States dollars;
• "Sterling" and "£" refer to pounds sterling;
• "euro" and "€" refer to the currency introduced at the start of the third stage of European economic and monetary union pursuant to the Treaty on the Functioning of the European Union (the "EU"), as amended; and
• "includes", "including" or "such as" shall mean "includes without limitation", "including without limitation" or "such as but not limited to".

ALTERNATIVE PERFORMANCE MEASURES

Certain alternative performance measures ("APMs") as described in the European Securities and Markets Authority Guidelines on Alternative Performance Measures are included or referred to in this Offering Circular. APMs are measures that are not defined under UK IFRS (as defined herein) and which are used by easyJet plc to supplement disclosures prepared in accordance with UK IFRS.

easyJet plc considers that these measures provide useful information to enhance the understanding of easyJet plc and its subsidiaries' financial performance. The APMs should be viewed as complementary to, rather than a substitute for, the figures determined according to other regulatory measures. An explanation of each such metric's components and calculation method can be found on pages 76 to 79 of this Offering Circular.

PRESENTATION OF CERTAIN FINANCIAL INFORMATION

The unaudited preliminary results and estimates within the subsection "Q1 performance of easyJet plc" within the "Recent Developments" section herein are derived from unaudited internal management accounts, are the responsibility of the management of easyJet plc and its subsidiaries (together, "easyJet") and are subject to financial closing procedures. While easyJet believes these preliminary results and estimates to be reasonable, its actual results could vary from these estimates and these differences could be material. As such, investors should not place undue reliance on this information. This information may not be indicative of the remainder of the financial year expected to end on 30 September 2025 or any future period. See "Forward-Looking Statements" and "Risk Factors" in this Offering Circular for a more complete discussion of certain of the factors that could affect easyJet's future performance. Neither PricewaterhouseCoopers LLP nor PricewaterhouseCoopers Accountants N.V. have audited, reviewed, examined, compiled, nor applied agreed-upon procedures with respect to the preliminary financial data for the three months ended 31 December 2024 and 31 December 2023 within the "Recent Developments" section herein and assume no responsibility for, and disclaim any association with, this financial information. Accordingly, neither PricewaterhouseCoopers LLP nor PricewaterhouseCoopers Accountants N.V. expresses an opinion or any other form of assurance with respect thereto.

Certain figures included in this Offering Circular have been subject to rounding adjustments; accordingly, figures shown for the same category presented in different tables may vary slightly and figures shown as totals in certain tables may not be an arithmetic aggregation of the figures which precede them.

In this Offering Circular, references to "2018 Financial Year" are to the financial year ended 30 September 2018, "2019 Financial Year" are to the financial year ended 30 September 2019, "2020 Financial Year" are to the financial year ended 30 September 2020, "2021 Financial Year" are to the financial year ended 30 September 2021, "2022 Financial Year" are to the financial year ended 30 September 2022, "2023 Financial Year" are to the financial year ended 30 September 2023, "2024 Financial Year" are to the financial year ended 30 September 2024, "2025 Financial Year" are to the financial year expected to end on 30 September 2025, "2026 Financial Year" are to the financial year expected to end on 30 September 2026, "2027 Financial Year" are to the financial year expected to end on 30 September 2027 and "2028 Financial Year" are to the financial year expected to end on 30 September 2028.

OVERVIEW OF THE PROGRAMME 1
RISK FACTORS6
DOCUMENTS INCORPORATED BY REFERENCE 24
FORM OF THE NOTES26
APPLICABLE FINAL TERMS28
TERMS AND CONDITIONS OF THE NOTES 39
USE OF PROCEEDS75
ALTERNATIVE PERFORMANCE MEASURES76
DESCRIPTION OF EASYJET PLC, EASYJET B.V. AND EACL80
TAXATION 97
SUBSCRIPTION AND SALE102
GENERAL INFORMATION 106

OVERVIEW OF THE PROGRAMME

The following overview does not purport to be complete and is taken from, and is qualified in its entirety by, the remainder of this Offering Circular and, in relation to the terms and conditions of any particular Tranche of Notes, the applicable Final Terms. The Relevant Issuer and any relevant Dealer may agree that Notes shall be issued in a form other than that contemplated in the Terms and Conditions of the Notes, in which event, if appropriate, a supplement to the Offering Circular or a new Offering Circular will be published.

This Overview constitutes a general description of the Programme for the purposes of Delegated Regulation (EU) No 2019/980 as it forms part of domestic law by virtue of the EUWA.

Words and expressions defined in "Form of the Notes" and "Terms and Conditions of the Notes" shall have the same meanings in this Overview.

Issuers:	easyJet plc
	easyJet FinCo B.V.
Issuers' Legal Entity Identifiers ("LEI"):	easyJet plc: 2138001S47XKWIB7TH90
		easyJet B.V.: 2138005GUMKABRAKJU30
Guarantors:	In respect of:
	(i)	Notes issued by easyJet B.V., easyJet plc and EACL; and
	(ii)	Notes issued by easyJet plc, easyJet B.V. and EACL,
	and, in each case, each (if any) other entity appointed as an additional guarantor (each an "Additional Guarantor" and, together with (i) in the case of Notes issued by easyJet B.V., easyJet plc and EACL; and (ii) in the case of Notes issued by easyJet plc, easyJet B.V. and EACL, but not including any such entity that has ceased to be a guarantor in accordance with the Conditions and the Trust Deed, the "Guarantors") (see "Guarantees" below).
Risk Factors:		There are certain factors that may affect either Issuer's ability to fulfil its obligations under Notes issued by it under the Programme. There are also certain factors that may affect the Guarantors' ability to fulfil their obligations under the Guarantees. These are set out under "Risk Factors" below. In addition, there are certain factors which are material for the purpose of assessing the market risks associated with Notes issued under the Programme. These are set out under "Risk Factors" and include certain risks relating to the structure of particular Series of Notes and certain market risks.
Description:		Euro Medium Term Note Programme
Arranger:		Société Générale
Dealers:		Société Générale
		Barclays Bank Ireland PLC
		Barclays Bank PLC
		BofA Securities Europe SA

	Merrill Lynch International
	and any other Dealers appointed in accordance with the Programme Agreement, which appointment may be for a specific issue or on an ongoing basis. The Issuers may also, from time to time, terminate the appointment of any Dealer under the Programme.
Certain Restrictions:	Each issue of Notes denominated in a currency in respect of which particular laws, guidelines, regulations, restrictions or reporting requirements apply will only be issued in circumstances which comply with such laws, guidelines, regulations, restrictions or reporting requirements from time to time (see "Subscription and Sale") including the following restrictions applicable at the date of this Offering Circular.
	Notes having a maturity of less than one year
	Notes having a maturity of less than one year will constitute deposits for the purposes of the prohibition on accepting deposits contained in section 19 of the FSMA unless they are issued to a limited class of professional investors and have a denomination of at least £100,000 or its equivalent, see "Subscription and Sale".
Trustee:	Citicorp Trustee Company Limited
Issuing and Principal Paying Agent:	Citibank, N.A., London Branch
Programme Size:	Up to £4,000,000,000 (or its equivalent in other currencies calculated as described in the Programme Agreement) outstanding at any time. The Issuers and the Guarantors may increase the amount of the Programme in accordance with the terms of the Programme Agreement.
Distribution:	Notes may be distributed by way of private or public placement and in each case on a syndicated or non-syndicated basis.
Currencies:	Notes may be denominated in, subject to any applicable legal or regulatory restrictions, any currency agreed between the Relevant Issuer and the relevant Dealer.
Maturities:	The Notes will have such maturities as may be agreed between the Relevant Issuer and the relevant Dealer, subject to such minimum or maximum maturities as may be allowed or required from time to time by the relevant central bank (or equivalent body) or any laws or regulations applicable to the Relevant Issuer or the relevant Specified Currency.
Issue Price:	Notes may be issued on a fully-paid basis and at an issue price which is at par or at a discount to, or premium over, par.
Form of Notes:	The Notes will be issued in bearer form as described in "Form of the Notes".
Fixed Rate Notes:	Fixed interest will be payable on such date or dates as may be agreed between the Relevant Issuer and the relevant Dealer and on redemption and will be calculated on the basis of such Day Count Fraction as may be agreed between the Relevant Issuer and the relevant Dealer.

Floating Rate Notes:	Floating Rate Notes will bear interest at a rate determined on the basis of the reference rate set out in the applicable Final Terms.
	The margin (if any) relating to such floating rate will be agreed between the Relevant Issuer and the relevant Dealer for each Series of Floating Rate Notes.
	Floating Rate Notes may also have a maximum interest rate, a minimum interest rate or both.
	Interest on Floating Rate Notes in respect of each Interest Period, as agreed prior to issue by the Relevant Issuer and the relevant Dealer, will be payable on such Interest Payment Dates, and will be calculated on the basis of such Day Count Fraction, as may be agreed between the Relevant Issuer and the relevant Dealer.
Benchmark Discontinuation:	In the case of Floating Rate Notes, if a Benchmark Event occurs, then the Relevant Issuer and the Guarantors shall use their reasonable endeavours to appoint an Independent Adviser, as soon as reasonably practicable, to determine a Successor Rate, failing which, an Alternative Rate and, in either case, the applicable Adjustment Spread and any Benchmark Amendments, as further described in Condition 4.2(h).
Zero Coupon Notes:	Zero Coupon Notes will be offered and sold at a discount to their nominal amount and will not bear interest.
Redemption:	The applicable Final Terms will indicate either that the relevant Notes cannot be redeemed prior to their stated maturity (other than for taxation reasons or following an Event of Default) or that such Notes will be redeemable at the option of the Relevant Issuer and/or the Noteholders upon giving notice to the Noteholders or the Relevant Issuer, as the case may be, on a date or dates specified prior to such stated maturity and at a price or prices and on such other terms as may be agreed between the Relevant Issuer and the relevant Dealer.
	Notes having a maturity of less than one year are subject to restrictions on their denomination and distribution, see "Certain Restrictions - Notes having a maturity of less than one year" above.
Denomination of Notes:	The Notes will be issued in such denominations as may be agreed between the Relevant Issuer and the relevant Dealer save that the minimum denomination of each Note will be such amount as may be allowed or required from time to time by the relevant central bank (or equivalent body) or any laws or regulations applicable to the relevant Specified Currency, see "Certain Restrictions - Notes having a maturity of less than one year" above, and save that the minimum denomination of each Note will be €100,000 (or, if the Notes are denominated in a currency other than euro, at least the equivalent of such amount in such currency).
Taxation:	All payments in respect of the Notes will be made without deduction for or on account of withholding taxes imposed by any Tax Jurisdiction as provided in Condition 7. In the event that any such deduction is made, the Relevant Issuer or, as the

case may be, the Guarantors will, save in certain limited circumstances provided in Condition 7, be required to pay additional amounts to cover the amounts so deducted.

Negative Pledge: The terms of the Notes will contain a negative pledge provision as further described in Condition 3.

Cross Acceleration: The terms of the Notes will contain a cross acceleration provision as further described in Condition 9.

Status of the Notes: The Notes will constitute direct, unconditional, unsubordinated and (subject to the provisions of Condition 3) unsecured obligations of the Relevant Issuer and will rank pari passu among themselves and (save for certain obligations required to be preferred by law) equally with all other unsecured obligations (other than subordinated obligations, if any) of the Relevant Issuer from time to time outstanding.

Guarantees: The Notes will be unconditionally and (subject to the provisions of Condition 2.3) irrevocably guaranteed, on a joint and several basis, by the Guarantors. The obligations of each Guarantor under the relevant Guarantee will be direct, unconditional, unsubordinated and (subject to the provisions of Condition 3) unsecured obligations of the relevant Guarantor and will rank pari passu and (save for certain obligations required to be preferred by law) equally with all other unsecured obligations (other than subordinated obligations, if any) of such Guarantor from time to time outstanding.

In accordance with the Trust Deed and Condition 2.3, a Guarantor (other than, where easyJet B.V. is the Issuer, easyJet plc) will cease to be a Guarantor and the relevant Guarantee will be terminated on the date (each, a "Guarantee End Date") specified in a certificate of a Senior Financial Officer of easyJet plc (either in its capacity as an Issuer or in its capacity as a Guarantor, as applicable) (in a form satisfactory to the Trustee) which is sent to the Trustee (such date to be no more than seven days after the date on which the certificate is delivered to the Trustee) (i) requiring that such Guarantor be released; and (ii) certifying to the Trustee as of the date specified in such certificate that:

• (a) no Event of Default shall have occurred and be continuing;
• (b) no amount shall be due and payable under the relevant Guarantee;
• (c) (I) the relevant Guarantor will not be a party to, or an obligor under, the Facilities Agreement (as defined in Condition 14.2), and (II) easyJet plc (or a Subsidiary of easyJet plc which is guaranteed by easyJet plc) will be the principal obligor under the Facilities Agreement; and
• (d) (I) easyJet plc has provided details of the proposed Guarantor release to each of the Rating Agencies (as defined in Condition 6.5) then rating the Notes, and (II) each of the Rating Agencies then rating the Notes has either (A) confirmed in writing that it has determined that it would not downgrade or withdraw

the credit rating assigned by it to the Notes as a result of the release of the relevant Guarantor, or (B) not indicated to easyJet plc, within 30 days of easyJet plc providing details of the proposed Guarantor release to such Rating Agency, that it would downgrade or withdraw (or is considering downgrading or withdrawing) the credit rating assigned by it to the Notes as a result of the release of the relevant Guarantor. Rating: easyJet plc has been rated Baa2 (stable outlook) by Moody's and BBB (positive outlook) by S&P. EACL has been rated BBB (positive outlook) by S&P. The Programme has been rated (P)Baa2 by Moody's and BBB by S&P. Series of Notes issued under the Programme may be rated or unrated. Where a Series of Notes is rated, such rating will be disclosed in the applicable Final Terms and will not necessarily be the same as the ratings assigned to the Programme. A credit rating is not a recommendation to buy, sell or hold securities and may be subject to suspension, reduction or withdrawal at any time by the assigning rating agency. Listing: Application has been made for Notes issued under the Programme to be listed on the London Stock Exchange. Notes may be listed or admitted to trading, as the case may be, on other or further stock exchanges or markets agreed between the Relevant Issuer and the relevant Dealer in relation to the Series. The applicable Final Terms will state whether or not the relevant Notes are to be listed and/or admitted to trading and, if so, on which stock exchanges and/or markets. Governing Law: The Notes and the Trust Deed (including each Guarantee) and any non-contractual obligations arising out of or in connection with the Notes and the Trust Deed (including each Guarantee) will be governed by, and shall be construed in accordance with, English law. Selling Restrictions: There are restrictions on the offer, sale and transfer of the Notes in the United States, the EEA (including Belgium and the Netherlands), the UK, Japan, Singapore and such other restrictions as may be required in connection with the offering and sale of a particular Tranche of Notes, see "Subscription and Sale". United States Selling Restrictions: Regulation S, Category 2. TEFRA C or D/TEFRA not applicable, as specified in the applicable Final Terms.

RISK FACTORS

In purchasing Notes, investors assume the risk that the Relevant Issuer and the Guarantors may become insolvent or otherwise be unable to make all payments due in respect of the Notes or the Guarantees. There is a wide range of factors which individually or together could result in either Issuer and the Guarantors becoming unable to make all payments due in respect of the Notes or the Guarantees. It is not possible to identify all such factors or to determine which factors are most likely to occur, as the Issuers and the Guarantors may not be aware of all relevant factors and certain factors which they currently deem not to be material may become material as a result of the occurrence of events outside the Relevant Issuer's and the Guarantors' control. easyJet plc, easyJet B.V. and EACL have identified in this Offering Circular a number of factors which could materially adversely affect their businesses and ability to make payments due under the Notes or the Guarantees.

In addition, factors which are material for the purpose of assessing the market risks associated with Notes issued under the Programme are also described below.

Prospective investors should also read the detailed information set out elsewhere in this Offering Circular and reach their own views prior to making any investment decision.

Words and expressions defined in the "Terms and Conditions of the Notes" and the "Description of easyJet plc, easyJet B.V. and EACL" shall have the same meanings in this section unless the contrary intention appears.

FACTORS THAT MAY AFFECT THE ISSUERS' ABILITY TO FULFIL THEIR OBLIGATIONS UNDER NOTES ISSUED UNDER THE PROGRAMME AND/OR THE GUARANTORS' ABILITY TO FULFIL THEIR OBLIGATIONS UNDER THE GUARANTEES

SAFETY, SECURITY AND OPERATIONS

Significant safety events

Flight safety incidents and health and safety incidents, including biosecurity incidents involving easyJet or another airline could potentially lead to significant injury or loss of life and additionally result in sustained adverse media coverage, impact passenger confidence and have an adverse effect on the airline industry in general and (to the extent easyJet was involved) easyJet's reputation in particular, leading to reduced demand for easyJet's services. Such events could have a material adverse effect on easyJet's business, financial performance and profits. In addition, if easyJet's aircraft are involved in safety incidents, there may be other associated losses. Costs associated with the repair or replacement of damaged or lost aircraft, resulting in temporary or permanent loss from service of such damaged or lost aircraft and claims by affected passengers, owners and third parties may occur. To the extent it is involved, easyJet may also be subject to fines, legal or regulatory sanctions. Failure to prevent or respond promptly and effectively to such an incident could have a material adverse effect on easyJet's business, results of operations, financial condition and prospects. This in turn could affect the ability of the Relevant Issuer and the Guarantors to fulfil their obligations under the Notes and the Guarantees, respectively.

Significant security events

A major security threat, or failure to react immediately and effectively to such an event, could also result in sustained adverse media coverage, impact passenger confidence and (to the extent easyJet is involved) have an adverse effect on easyJet's reputation, leading to reduced demand for easyJet's services which could in turn lead to a loss of revenues and have a material adverse effect on easyJet's business, results of operations, financial condition and prospects. In addition, if easyJet's aircraft are involved in a security threat, there may be other associated losses and costs of repair or replacement of damaged or lost aircraft. Additional adverse consequences of such events, and the threat of such events, could include a complete or partial closure of European airspace for certain periods, reduced demand for air travel, limitations on the availability of insurance coverage, increased costs associated with security precautions and flight restrictions over war zones. Major security threats have the potential to adversely affect easyJet's business regardless of the location or target of such threat or whether easyJet was involved. All of these adverse consequences, should such an incident occur, could have a material adverse effect on easyJet's results of operations, financial condition and prospects. This in turn could affect the ability of the Relevant Issuer and the Guarantors to fulfil their obligations under the Notes and the Guarantees, respectively.

Significant operational disruption

A number of possible events, or factors that occur for a prolonged period, may cause significant and widespread, sustained disruption to easyJet's network such as forces of nature including natural disasters, severe weather conditions and volcanic ash clouds; terrorism; air traffic management restrictions or airport / airspace closures; union activity and strike action; failure to attract and retain sufficient staff; technological failures and cyber-attacks; and supplier and infrastructure failures.

The outbreak of a contagious disease with the potential to become an epidemic or pandemic (for example, a contagious disease resulting in similar effects to the COVID-19 pandemic) could affect travel behaviour by reducing passenger traffic, either generally or to offered destinations. If an event or circumstance were to weaken the demand for air travel, materially affect airline operations or require significant compensation to be paid, this could have a disproportionate effect on easyJet's results. The occurrence and timing of such events, together with the reaction of aviation authorities to such events, cannot be predicted or controlled by easyJet and could result in the disruption of easyJet's operations. Any such disruption could have a material adverse effect on easyJet's ability to utilise assets efficiently, results of operations, reputation, financial condition and prospects. These factors in turn could affect the ability of the Relevant Issuer and the Guarantors to fulfil their obligations under the Notes and the Guarantees, respectively.

Closure of or disruption at key airports and/or runways

easyJet operates from a number of key airports across Europe. The complete or partial closure or temporary unavailability of any of the key airports or runways from which easyJet operates, for instance due to fire, adverse weather conditions or natural events, a major air crash at the site, union activity and strike action, failure or temporary unavailability of air traffic control systems, a terrorist or similar security incident (including cyber-attacks), or any network disruption causes such as those listed above, would result in the disruption of easyJet's operations and could have a material adverse effect on easyJet's results of operations, financial condition and prospects and therefore on the ability of the Relevant Issuer and the Guarantors to fulfil their obligations under the Notes and the Guarantees, respectively.

Insufficient insurance cover

easyJet believes that it has insurance in place consistent with its competitors. However, insurance policies are typically subject to a number of conditions and exclusions and must be renewed from time to time. In addition, similar insurance may be difficult to obtain subsequent to the occurrence of a safety incident or a global pandemic. Any disaster or major disruption involving easyJet or its aircraft could result in potential claims from injured or deceased passengers, third parties, crew or others. There may also be temporary or permanent loss of the aircraft from service, as well as repair and replacement costs. In addition, easyJet may suffer from reputational damage if one or more of its aircraft is involved in a disaster, major disruption or is the subject of an insurance claim. There can be no assurance that the amount or type of insurance cover currently held by easyJet will be sufficient or adequate to cover all potential losses. If easyJet's insurance policies exclude certain events or specific claims or if the amounts insured under such policies are insufficient, easyJet may suffer significant costs. In addition, if the cost of insurance increases substantially, for example due to a terrorist incident, there may be a negative impact on easyJet's profits. Any such disaster, major disruption or insurance claim, or the inability of easyJet to renew or obtain adequate insurance could have a material adverse effect on easyJet's results of operations, financial condition and prospects. This in turn could impact the ability of the Relevant Issuer and the Guarantors to fulfil their obligations under the Notes and the Guarantees, respectively.

Negative customer experiences

Reliability, including on time performance, is a key element of easyJet's customer experience. Unreliable operational performance and inability to react to customer expectations as a result of routine and ongoing disruption would negatively impact customer satisfaction and easyJet's financial condition, as a result of reduced demand and payment of compensation (see "Requirement to compensate passengers for certain flight delays and cancellations" below). Customer experience could also be negatively affected by performance related to other elements of consumer experience outside of flying such as speed of and quantity of refunds. These factors in turn could affect the ability of the Relevant Issuer and the Guarantors to fulfil their obligations under the Notes and the Guarantees, respectively.

FINANCIAL RISKS

Liquidity and refinancing risk

Liquidity and refinancing risk refers to the possibility of being unable to meet or replace all present and future financial obligations as they become due. While easyJet believes it has contracts and processes in place designed to deliver sufficient cash resources and the availability of funding as needed, there can be no assurance that this will be effective. For example, a downgrade in easyJet's credit rating could have a material impact on the availability of funding, and on the cost of such funding. easyJet's future capital expenditure is expected to be significant but the quantum is uncertain and this presents challenges for liquidity management in the medium-term which could have a material adverse effect on easyJet's ability to meet its capital expenditure commitments. Any business disruption as a result of not being able to meet all present and future financial obligations as they become due could have a material adverse effect on easyJet's results of operations and financial condition. This in turn could affect the ability of the Relevant Issuer and the Guarantors to fulfil their obligations under the Notes and the Guarantees, respectively.

Market price of finance

easyJet is exposed to movements on interest rates on interest bearing monetary items, as well as on future debt issuances and lease agreements. easyJet's net cash stood at £181 million at 30 September 2024 (£41 million at 30 September 2023). As such, easyJet is exposed to increases or decreases in interest rates and such increases or decreases could have a material adverse effect on easyJet's results of operations and financial condition. easyJet is also exposed to volatility in inflation rates. This in turn could affect the ability of the Relevant Issuer and the Guarantors to fulfil their obligations under the Notes and the Guarantees, respectively.

easyJet's ability to finance its operations and satisfy its fleet commitments, together with future fleet requirements is reliant on a number of factors including those outside of its control. In some cases, easyJet may need to refinance and such refinancing may be more expensive than current rates, or may be unavailable depending on easyJet's credit profile, the economic climate at the time and other factors outside of its control. To support secured transactions, easyJet has used owned aircraft as collateral. Should the valuations of its aircraft fall materially, easyJet may be forced to encumber assets to support these financings if drawn. Should easyJet be unable to obtain satisfactory financing in respect of its current commitments, or in respect of future financing needs, this could have a material adverse effect on easyJet's results of operations and financial condition and in turn on the ability of the Relevant Issuer and the Guarantors to fulfil their obligations under the Notes and the Guarantees, respectively.

Exposure to increases in fees and costs

Airlines are exposed to increases in airport charges, navigation and person with reduced mobility ("PRM") fees, along with changes in air security policies and air traffic security costs. Airport charges, PRM fees and security charges or initiatives represent a significant operating cost to easyJet and have an impact on its operations. easyJet is also exposed to increases in costs and fees directly linked to aviation fuel and carbon (see also the risk factors entitled "Carbon trading schemes and other environmental measures", "Volatility in jet fuel and/or carbon prices" and "Increased Taxation" below).

There can be no assurance that such costs will not increase or that easyJet will not incur new costs in the UK, the European Union ("EU") or any other territory or jurisdiction in which it operates. These increases could have a material adverse effect on easyJet's financial condition and results of operations. This in turn could impact the ability of the Relevant Issuer and the Guarantors to fulfil their obligations under the Notes and the Guarantees, respectively.

Non-delivery of strategic initiatives

easyJet continues to undertake a number of initiatives to support its strategy. If one or more of these initiatives fails to deliver the anticipated incremental benefits to revenue or cost savings planned, this could have a material adverse effect on easyJet's competitive advantage which may affect easyJet's results from operations. This in turn could affect the ability of the Relevant Issuer and the Guarantors to fulfil their obligations under the Notes and the Guarantees, respectively.

ASSET EFFICIENCY AND EFFECTIVENESS

Single fleet supplier

easyJet operates a single airframe type of Airbus aircraft and is dependent on Airbus and CFM International as its sole suppliers for aircraft and aircraft engines, respectively. The Airbus 320 family (which includes the A319, A320 and A321) and Boeing 737 family are the two primary airframes used for short-haul travel in the European airline industry. Whilst there are cost and efficiency advantages of easyJet maintaining a single airframe, technical or mechanical issues that relate specifically to Airbus aircraft or either of the CFM International engine types could ground easyJet's full fleet, or a significant part of its fleet. easyJet has a significant number of outstanding committed orders with Airbus and CFM International and therefore relying on these sole suppliers could lead to a delay or complete failure of delivery of new aircraft. This could result in significant disruption to easyJet's operations as well as passengers forming a negative perception of easyJet, thereby reducing demand. Such disruption to operations and/or reduction in demand could have a material adverse effect on easyJet's results of operations, financial condition and prospects.

As of the date of this Offering Circular, all of easyJet's owned fleet is unencumbered and therefore it may seek to sell or sell and leaseback these aircraft in the second-hand aircraft market. If second-hand prices drop for any reason, including safety or reliability concerns, or if easyJet faces delays in completing these transactions, this could have a material adverse effect on easyJet's operations and financial condition.

Each of the events outlined above could in turn have a material adverse effect on the ability of the Relevant Issuer and the Guarantors to fulfil their obligations under the Notes and the Guarantees, respectively.

Competitive market conditions

easyJet operates in competitive marketplaces against legacy carriers, tour operators and other low-cost airlines. easyJet's key competitive advantages are its network (including a high number of slots at primary airports), cost base, brand and digital innovation. Failure to retain these advantages, for example through insufficient flying slots, could have a material adverse effect on easyJet's market share, results of operations, financial condition and prospects.

easyJet is also at risk of excess capacity in the market, resulting from decreases in demand for air travel, package holidays or competitors increasing capacity and causing an oversupply in the marketplace, which could both have a material adverse effect on easyJet's revenues and profitability, results of operations, financial condition and prospects.

In addition, the airline industry competes with other modes of transport. If alternative modes of transport provide a more cost-effective means of travel or there is a change in preference amongst airline travellers against using airlines in response to environmental restrictions and pressures, this could have a material adverse effect on easyJet's financial condition and results of operations. Any failure to retain its competitive advantage or respond quickly to changes in its competitive environment could affect the ability of the Relevant Issuer and the Guarantors to fulfil their obligations under the Notes and the Guarantees, respectively.

Industry consolidation

Industry consolidation could affect the competitive environment of easyJet in a number of different markets. easyJet's ability to retain its competitive advantage is dependent upon it remaining a key player in the relevant markets in which it operates. Consolidation by other key players in the sector could cause a loss of market position and erosion of revenue and could have a material adverse effect on easyJet's financial condition and prospects and therefore affect the ability of the Relevant Issuer and the Guarantors to fulfil their obligations under the Notes and the Guarantees, respectively.

National and international infrastructure development

easyJet is dependent on, and may be affected by, infrastructure decisions or changes in infrastructure policy by governments, regulators or other entities, which are often outside easyJet's control including, for example, a decision to allow or delay additional runway capacity at an airport or the construction of a new airport. This in turn could have a material adverse effect on easyJet's financial condition and results of operations and therefore on the ability of the Relevant Issuer and the Guarantors to fulfil their obligations under the Notes and the Guarantees, respectively.

MACRO-ECONOMIC AND GEOPOLITICAL

Shifts in macroeconomic conditions

easyJet's business can be affected by macroeconomic conditions outside of its control, including but not limited to, weakening consumer confidence and consumers having lower disposable incomes, inflationary pressure, economic instability, geo-political conditions (for example any conflict within or involving the Middle East), climate, regulatory changes, external events (including a global pandemic) or competitive behaviours. During such times consumers may choose not to fly. easyJet has no control over the impact of macroeconomic conditions and there can be no assurance that any such issue will not have a material adverse effect on easyJet's results of operations, financial condition and prospects and therefore on the ability of the Relevant Issuer and the Guarantors to fulfil their obligations under the Notes and the Guarantees, respectively.

Volatility in jet fuel and/or carbon prices

Fuel and carbon allowance costs constitute a substantial proportion of easyJet's total operating expenses and have been, and are expected to remain, subject to significant price volatility. Prices for aviation fuels (including sustainable fuels) are influenced by a number of political and economic factors such as war or the threat of war, refining capacity, legislative changes, sanctions and sudden disruptions in supply or demand.

easyJet has a policy of hedging jet fuel up to 18 months out and aims to have on average approximately 60 per cent. of exposure hedged over the immediate 12 months. Even so, substantial increases in aviation fuel prices would significantly impact easyJet's fuel costs. If a significant proportion of easyJet's fleet is grounded, falls in the price of aviation fuel could lead to mark-to-market hedge losses which would not be offset by the cheaper cost of aviation fuel being used in operations. (See also "Hedging arrangements" in the section entitled "Description of easyJet plc, easyJet B.V. and EACL" below.)

If easyJet is exposed to sustained significant price volatility and/or increases in prices for aviation fuel and/or regulatory carbon allowances, there can be no assurance that it will be able to offset or fully offset such volatility and increases by passing these costs on to customers and/or through cost reductions and/or fuel hedging arrangements. In addition, easyJet cannot predict the movement of either short-term or longterm aviation fuel prices or regulatory carbon allowances. Any such price volatility and/or increases in prices for aviation fuel or regulatory carbon allowances could have a material adverse effect on easyJet's results of operations, financial condition and prospects. This in turn could affect the ability of the Relevant Issuer and the Guarantors to fulfil their obligations under the Notes and the Guarantees, respectively.

Foreign exchange rate risk

easyJet reports its financial results in Sterling and therefore easyJet's principal exposure to currency exchange rates arise from fluctuations in the U.S. dollar, euro and Swiss franc rates with respect to Sterling which impact its operating, financing and investing activities and its results for each period are affected by fluctuations in exchange rates. Sustained adverse changes in exchange rates against Sterling could have a material adverse effect on easyJet's business, operations, financial condition and results of operations. This in turn could affect the ability of the Relevant Issuer and the Guarantors to fulfil their obligations under the Notes and the Guarantees, respectively.

Whilst easyJet manages foreign currency risk through hedging activity which aims to reduce the impact of exchange rate volatility on the results and cash flows of easyJet there can be no assurance that such foreign currency risk management will be effective. If such foreign currency risk management is not effective, this could have a material adverse effect on easyJet's results of operations and financial condition. This in turn could affect the ability of the Relevant Issuer and the Guarantors to fulfil their obligations under the Notes and the Guarantees, respectively.

Exposure to non-performance of counterparties

easyJet is exposed to the credit risk of non-performance by its counterparties in respect of receivable financial assets, which include cash and cash equivalents and other investments, derivative financial instruments, and trade and other receivables. easyJet is also exposed to the credit risk of non-performance by, amongst others, its insurance and hedge counterparties. Failure of any of its counterparties could have a material adverse effect on easyJet's financial condition and results of operations. This in turn could affect the ability of the Relevant Issuer and the Guarantors to fulfil their obligations under the Notes and the Guarantees, respectively.

ENVIRONMENT AND SUSTAINABILITY

Climate change

Climate change has the potential to affect the whole airline sector's operations and broader business in a number of ways, in particular, if climate change results in more volatile weather, such as storms with greater frequency and intensity. For example, the impact of climate change and volatile weather could materially disrupt easyJet's operations by impacting the safety and security of easyJet's customers and staff, reducing handling capacity at airports and ground transport access, closing certain airspaces and runways, delaying or cancelling flights or damaging easyJet's assets. Such events, which are becoming increasingly difficult to predict, would result in higher disruption costs, reduce revenue and have an adverse effect on easyJet's reputation and customer experience. Changes in wind patterns and jet stream disruption as a result of climate change are also recognised as having the potential to increase turbulence, which could result in damage to aircraft and injury to customers, negatively affecting easyJet's customer satisfaction and retention and increasing maintenance costs.

Customer attitudes to environmental and climate issues may also change, and this may lead to a reduced demand for air travel and reputational consequences for less environmentally conscious airlines and the airline industry as a whole. Furthermore, failure by easyJet to meet any of its stated sustainability targets or customer expectations in respect of its sustainability performance may negatively impact its reputation and customer appetite for its products. The degree to which customer choices will be impacted by environmental and climate issues is uncertain and presents a material risk to easyJet's results of operations, brand and reputation.

If alternative modes of transport provide a more cost-effective and/or sustainable means of travel or there is a change in preference amongst airline travellers or government initiatives against using airlines in light of environmental factors, this could have a material adverse effect on easyJet.

In addition, easyJet may incur additional costs as a result of increasing environmental regulations (including compliance with the EU Corporate Sustainability Reporting Directive (Directive (EU) 2022/2464) ("EU CSRD")) and expectations from easyJet's customers and investors regarding the use of low or zeroemission carbon aviation technologies. There can be no assurance that such technologies will mature or become commercially viable.

Certain destinations may also become unattractive for visitors. Extreme weather events, rising temperatures and other physical impacts of climate change, such as flooding, drought, forest fires, heat waves, rising sea levels and reduced snow cover in ski destinations, could make certain destinations less desirable and impact customer demand.

Each of the factors outlined above could have an adverse effect on easyJet's business, operations and financial condition and therefore on the ability of the Relevant Issuer and the Guarantors ability to fulfil their obligations under the Notes and the Guarantees, respectively.

Carbon trading schemes and other environmental measures

Further schemes or regulations on greenhouse gas emissions may be enacted in the EU or in one or more of the countries in which easyJet operates, or existing schemes and regulations may be closed, replaced or amended. In addition, if the cost of carbon allowances significantly increases in the future, the cost of more efficient technologies significantly increases, or the reduction in the allocation of free carbon allowances by any applicable emissions trading schemes is accelerated, easyJet may face a material financial risk.

For example, on 14 July 2021, the European Commission adopted a legislative package of proposals to make the EU's climate, energy, land use, transport and taxation policies fit for reducing net greenhouse gas emissions by at least 55.0 per cent. by 2030 compared to 1990 levels ("Fit for 55"). This legislative package includes: (i) a revision to the EU Greenhouse Gas Emissions Trading System to lower the emission cap further and to phase out free emission allowances for aviation, and to monitor and report non-CO2 emissions with the potential to include these in the scheme in 2028; (ii) the recently adopted 'ReFuel EU Aviation' which provides for a Sustainable Aviation Fuel ("SAF") blending mandate to be implemented with targets for the use of SAF by certain dates, with specific sub-mandates for synthetic aviation fuels; (iii) the revision to the Energy Taxation Directive (i.e. a kerosene/fuel tax) proposed to start in 2028; and (iv) the Carbon Offsetting and Reduction Scheme for International Aviation developed by the International Civil Aviation Organization, which aims to ensure growth in the aviation industry is carbon neutral.

All of these factors may limit easyJet's operational flexibility, increase costs and therefore could have a material adverse effect on its financial condition and results of operations and therefore on the ability of the Relevant Issuer and the Guarantors to fulfil their obligations under the Notes and the Guarantees, respectively.

Increased Taxation

Future policy measures and regulation to tackle the impact of aviation on climate change may result in additional financial cost which may impact easyJet's operations. A significant increase in existing aviation taxes and levies, or expansion of the scope of such taxes and levies, could have an adverse impact on easyJet's operations and financial condition. Other financial penalties may also be introduced or increased, such as increasing noise curfews, as well as policies constraining the capacity and growth of the aviation industry. If easyJet is unable to pass these additional costs on to customers, any such financial penalties and further restrictions could increase pressure on easyJet's margins and have an adverse effect on easyJet's financial performance which could in turn adversely affect the ability of the Relevant Issuer and the Guarantors to fulfil their obligations under the Notes and the Guarantees, respectively.

TECHNOLOGY AND CYBER

Data breach

easyJet faces both external cyber threats and internal risks to its data and systems, including user error and incorrect configuration or implementation of systems. easyJet's data and systems may be vulnerable to theft, loss, damage and interruption due to unauthorised access, security breaches, cyber-attacks, computer viruses, power loss, or other disruptive events. A security breach could result in sustained adverse media coverage, have a negative impact on customer and employee confidence in easyJet's systems and negatively impact easyJet's reputation. Should any security breach occur this could result in third party claims, class actions or the imposition of regulatory fines, sanctions or other penalties. Failure to promptly and effectively resolve a security breach could result in significant operational disruption and have a material adverse effect on easyJet's results of operations and financial condition. In turn, this could have a material adverse effect on the ability of the Relevant Issuer and the Guarantors to fulfil their obligations under the Notes and the Guarantees, respectively. (See also the risk factor entitled "Compliance with Data Protection Legislation" below.)

Failure of critical technologies

easyJet relies on a number of critical technologies that are key to the delivery of essential business processes, including operational, commercial and financial systems. easyJet's key operational and commercial systems include internet bookings, online check in, flight planning and flight operations. A loss of such systems or access to premises and facilities, including the easyJet website and operations control centre, could lead to significant disruption and reputational damage. Critical technology failure could result from a destructive cyber-attack, hardware or electrical failure, aged infrastructure, outage at a data centre or third party or changes to the technology easyJet relies on and could result in fines or sanctions being imposed. Disruption or loss of access to key systems, premises or facilities as well as the failure of key suppliers could have a material adverse effect on easyJet's results of operations and financial condition and therefore on the ability of the Relevant Issuer and the Guarantors to fulfil their obligations under the Notes and the Guarantees, respectively.

SHAREHOLDINGS, LEGISLATIVE AND REGULATORY LANDSCAPE

Major shareholder

The Haji-Ioannou family concert party shareholding, consisting of easyGroup Holdings Limited (a holding vehicle for Sir Stelios Haji-Ioannou (easyJet's founder) and Clelia Haji-Ioannou) and Polys Haji-Ioannou (through his holding vehicle Polys Holding Limited), that was last disclosed to easyJet plc (on 28 September 2021) in accordance with the FCA's Disclosure Guidance and Transparency Rule 5) was 15.27 per cent. of the ordinary shares of easyJet plc. Given the size of their shareholding, together easyGroup Holdings Limited and Polys Holding Limited have some ability to influence easyJet's business in relation to actions that require shareholder approval. easyGroup Holdings Limited and Polys Holding Limited could attempt to do this in connection with business initiatives requiring shareholder approval that they disagree with. Shareholder activism by easyJet plc's shareholders could disrupt the attention of management to the business and could adversely impact the reputation of easyJet. Any such disruption to business or impact on easyJet's reputation as a result of shareholder activism could have a material adverse effect on easyJet's results of operations, financial condition and prospects. This in turn could affect the ability of the Relevant Issuer and the Guarantors to fulfil their obligations under the Notes and the Guarantees, respectively.

Brand licence

easyJet does not own its company name or branding, which is licensed from easyGroup Ltd (easyGroup), a wholly-owned subsidiary of easyGroup Holdings Limited, which is controlled by Sir Stelios Haji-Ioannou. The licence agreement imposes certain minimum service levels that easyJet must meet in order to retain the right to use the name and the brand.

Under the terms of the licence agreement signed in October 2010, the brand licence was granted for 50 years. easyJet is able to terminate the licence agreement with one years' notice (or sooner if there is a material breach by easyGroup). easyGroup may only terminate the licence agreement in limited circumstances, including in the event of a material breach by easyJet or if easyJet enters into insolvency. The licence agreement provides easyJet with worldwide rights to use the brand on a basis which protects easyJet's current commercial activities. Under the terms of the licence, easyJet is granted rights to use the brand for business activities, including commercial air travel and ancillary services, such as car hire, hotel arrangements and package holidays sold through easyJet holidays, as well as other activities.

Any adverse impact on the brand, the termination of the brand licence or the post-termination use of the brand by a competing airline, could have a material adverse effect on easyJet's financial condition, results of operations and prospects and therefore on the ability of the Relevant Issuer and the Guarantors to fulfil their obligations under the Notes and the Guarantees, respectively.

Extensive and changing legislative and regulatory oversight

The airline industry is subject to extensive and changing legislative and regulatory requirements at Austrian, Swiss, UK and European level. Changes to legislative and regulatory requirements occur frequently.

Additional laws, regulations and taxes, that have been proposed from time to time, could significantly increase the cost of airline operations, reduce revenues and/or result in fines and penalties if not adhered to. For example, in November 2024, the Spanish Ministerio de Consumo (Ministry of Consumer Affairs) issued easyJet with a €29 million fine for its hand luggage policy and the charges applied to cabin bags. easyJet is appealing this and believes its policy is entirely lawful. easyJet is also exposed to legislative and regulatory oversight in many jurisdictions. New regulations could have a negative impact on easyJet's costs and business model. For example, more safety and/or security requirements could impact easyJet's ability to manage quick turnarounds and therefore may compromise aircraft utilisation or may impose additional costs. easyJet cannot anticipate all changes that may be made in the future including changes made in response to the UK leaving the EU, nor the possible adverse impact of such changes, including on its operations, financial condition or prospects. Its ability to keep well informed of, adapt to and comply with any changes is key to maintaining its operational and financial performance. Any such new legislation or regulations could have a material adverse effect on easyJet's results of operations, financial condition and prospects and therefore on the ability of the Relevant Issuer and the Guarantors to fulfil their obligations under the Notes and the Guarantees, respectively.

Changes to regional, national or international law or regulations

easyJet is subject not only to English laws and regulations but also to the laws and regulations of the EU and other nations in which it operates, together with international organisations and international, bilateral and multilateral treaties. The scope of such laws and regulations includes (among other things) infrastructure issues relating to slot capacity and route flying rights, environmental and security requirements (including the requirements of EU CSRD), safety, licensing, competition, data protection, customer protection (including rights to refunds) and tax. Additional laws, regulations, taxes and airport rates and charges may be proposed from time to time that could significantly increase the cost of easyJet's operations or reduce its revenues. Furthermore, while easyJet can neither fully anticipate all changes that may be made in the future nor the possible adverse impact of such changes, its ability to comply with such regulations is key to maintaining its operational and financial performance. Any such reduction in revenues or increase in costs could have a material adverse effect on easyJet's financial condition and results of operations and therefore on the ability of the Relevant Issuer and the Guarantors to fulfil their obligations under the Notes and the Guarantees, respectively.

Compliance with Data Protection Legislation

easyJet processes the personal data of millions of its customers each year as part of its flight and holidays operations and is subject to significant obligations in respect of data protection legislation, including Regulation (EU) 2016/679 (the EU General Data Protection Regulation) and Regulation (EU) 2016/679 as it forms part of domestic law by virtue of the EUWA (the UK General Data Protection Regulation). In the event that easyJet is unable to meet such obligations, it may be subject to regulatory action from national supervisory authorities who can levy administrative penalties of up to 4.0 per cent. of companies' global annual turnover in cases of significant non-compliance.

Additionally, easyJet may be subject to claims for material and non-material damage from groups of affected customers and employees as part of civil claims.

On 17 August 2023, the Information Commissioner's Office closed its investigation against easyJet in respect of the cyber-attack announced on 19 May 2020 whereby the email address and booking details of approximately 9 million customers and credit card details of 2,208 customers were accessed. However, the associated class action filed in May 2020 in the UK High Court by a law firm representing a class of customers affected by the data breach arising from the cyberattack remains active. Similarly, other claims have been commenced or are threatened in certain other courts and jurisdictions. The merit, likely outcome and potential impact on easyJet of the class action claims are subject to a number of significant uncertainties and therefore easyJet is unable to assess the likely outcome or quantum of these claims at the date of this Offering Circular.

The cost of regulatory or legal action, and any reputational damage suffered, could have a material adverse effect on easyJet's financial condition and results of operations and therefore on the ability of the Relevant Issuer and the Guarantors to fulfil their obligations under the Notes and the Guarantees, respectively.

Requirement to compensate passengers for certain flight delays and cancellations

Under European legislation (EU Regulation (EC) No. 261/2004 ("EU 261")) and equivalent UK legislation (the Air Passenger Rights and Air Travel Organisers' Licensing (Amendment) (EU Exit) Regulations 2019 ("APR")), airlines including easyJet are required to compensate passengers for certain flight delays and cancellations, among other things. In particular, the legislation provides for compensation in a cash amount equal to €250/£220, €400/£350 or €600/£520 per passenger, depending on the length of the flight and the circumstances, with short-haul flights typically subject to compensation in an amount equal to €250/£220 per passenger where this is due. In addition, passengers may also be entitled to assistance, including meals, drinks and telephone calls, as well as hotel accommodation, depending on the length of the delay, and easyJet may also be required to pay the costs of repatriating passengers. In certain circumstances, easyJet must offer the option of a refund of the cost of the unused ticket. There can be no assurance that it will be able to manage all circumstances which may give rise to such delays and/or cancellations. In such circumstances, easyJet may be required to make compensatory payments to affected passengers and may also suffer reputational damage. Although easyJet maintains and regularly assesses its provision for EU 261 / APR compensation and other similar compensation payable in respect of flight delays and cancellations, any such claims could have a material adverse effect on easyJet's results of operations, financial condition and prospects and therefore on the ability of the Relevant Issuer and the Guarantors to fulfil their obligations under the Notes and the Guarantees, respectively.

Governmental policy changes

Certain markets in which easyJet operates are subject to government regulation aimed at controlling capacity and restricting market entry. Relaxation or tightening of such controls and restrictions could impact easyJet's ability to compete with other airlines and therefore have a negative impact on easyJet's margins. If there is a negative impact on easyJet's margins or an increase in easyJet's costs, this in turn could have a material adverse effect on easyJet's financial condition and results of operations and therefore on the ability of the Relevant Issuer and the Guarantors to fulfil their obligations under the Notes and the Guarantees, respectively.

Requirement to maintain majority share ownership and control

Under EU law, an EU member state may only licence an air carrier to operate airline services if the majority of its share capital is owned (whether directly or indirectly), and the carrier is effectively controlled by, member states of the European Economic Area ("EEA") or their nationals (including Switzerland and/or Swiss nationals). easyJet plc's articles of association contain provisions to allow it to take action, if necessary, to ensure it continues to satisfy these EU ownership and control requirements. However, if easyJet fails to comply with this EU law requirement, easyJet could lose the ability to operate airline services in the EU, which could have a material adverse effect on easyJet's operations, financial condition and prospects. This in turn could affect the ability of the Relevant Issuer and the Guarantors to fulfil their obligations under the Notes and the Guarantees, respectively.

Compliance with contractual obligations

A failure by easyJet to comply with its contractual obligations or to pay its indebtedness, suppliers (including, for example, easyJet's commitments in respect of capital expenditure) or staff could result in a variety of material adverse consequences, including acceleration of indebtedness, the exercise of remedies by its creditors, lessors or other co-contracting parties, or termination of the relevant contract, and such defaults could trigger additional cross defaults under other indebtedness or agreements. In such situations, easyJet may not be able to repay the accelerated indebtedness or fulfil its obligations under certain contracts, make required aircraft lease payments or otherwise cover its fixed costs. For example, once default has occurred, the lenders under such financing arrangements or the lessors under such leasing arrangements could enforce upon all or substantially all of the assets of easyJet which secure its obligations in accordance with the terms of the relevant financing or leasing agreement. Such failure to pay or resulting enforcement action could have a material adverse effect on the financial condition and prospects of easyJet and could therefore affect the ability of the Relevant Issuer and the Guarantors to fulfil their obligations under the Notes and the Guarantees, respectively.

Non-compliance with internal corporate governance requirements

easyJet has a number of company-wide policies, including an anti-bribery and corruption policy based on applicable laws, as well as a gifts and hospitality policy and an online register to record all gifts and hospitality that are accepted by employees. There can be no assurance that violations of easyJet's internal corporate governance requirements will not occur, either deliberately or through employee or agent ignorance. In the event violations do occur, they could have material adverse effects on easyJet's reputation and employee and customer trust, and result in fines and sustained adverse media coverage, which could in turn have a material adverse effect on easyJet's business, financial condition and results of operations and therefore on the ability of the Relevant Issuer and the Guarantors to fulfil their obligations under the Notes and the Guarantees, respectively.

PEOPLE

Industrial action

easyJet and its suppliers have a significant number of employees who are members of trade unions and also have key third party service providers whose employees are members of trade unions. easyJet and its suppliers regularly negotiate with a number of the unionised groups including pilots, cabin crew, ramp staff and engineering staff. Whilst collective bargaining and other agreements with these unions takes place regularly, a breakdown in the bargaining process could lead to strikes or other industrial action being taken by easyJet employees, or by the employees of key third party service providers, which could impact on easyJet's ability to maintain its flight schedules (for example, recent action taken by air traffic control staff in various countries which has resulted in flight cancellations for easyJet) and prevent easyJet from using aircraft efficiently. There can be no assurance that easyJet will not experience strikes or other industrial action. Any drawn out dispute including the prospect of strikes or other industrial action, even if it does not ultimately result in strikes or other industrial action taking place, could have a material adverse effect on easyJet's reputation and cause consumers to book with easyJet's competitors. Any such strike or other industrial action, or any threat of a strike or other industrial action, could have a material adverse effect on easyJet's results of operations, financial condition and prospects. This in turn could affect the ability of the Relevant Issuer and the Guarantors to fulfil their obligations under the Notes and the Guarantees, respectively.

Talent and critical skills acquisition

easyJet's current and future success depends upon the efforts, abilities and knowledge of its personnel, including the management team, and other key personnel. There is competition for highly qualified personnel within the aviation industry and any loss of members of management or key personnel, due to resignation, dismissal or prolonged absence may result in the loss of industry specific knowledge as well as relationships with key suppliers, airport authorities, slot coordinators, trade unions and other representative bodies. If an adequate replacement cannot be found within a suitable time period, the loss of any of the key management personnel of easyJet could lead to operational or strategic uncertainty and the inefficient use of resources.

Additionally, easyJet is exposed to the risk that it may not be able to retain or attract the same number of EU employees and may need to hire a substantial number of new staff in order to comply with any new labour and immigration laws introduced following the UK's departure from the EU. There can be no assurance that easyJet will be able to retain or attract the same or similarly skilled employees as are currently employed.

Failure to attract and retain key talent in the context of the highly competitive aviation recruitment market or to retain or attract the same number of EU employees could adversely affect easyJet's ability to deliver its strategic objectives and could have a material adverse effect on easyJet's results of operations and financial condition. This in turn could affect the ability of the Relevant Issuer and the Guarantors to fulfil their obligations under the Notes and the Guarantees, respectively.

Continuity of services

easyJet is dependent on a mixture of critical IT systems and processes, employees, buildings, facilities and third-party suppliers and service providers. easyJet's agreements with third party service providers for services cover a significant proportion of its operation and cost base, including ground handling, aircraft maintenance, its call centres, catering and its fuel supply. Failure to adequately manage performance of such systems, suppliers or service providers and failure by such suppliers or service providers to perform their obligations could adversely affect easyJet's reputation and its operational and financial performance. Loss of third-party contracts or the inability to renew or negotiate favourable replacement contracts could have a material adverse effect on easyJet's results of operations and financial condition. Destructive cyberattacks also present a risk to continuity of the services easyJet is able to offer. Any operational disruption suffered by easyJet could have an adverse effect on easyJet's brand and reputation, as well as generating adverse media coverage. Any of these factors in turn could affect the ability of the Relevant Issuer and the Guarantors to fulfil their obligations under the Notes and the Guarantees, respectively.

FACTORS WHICH ARE MATERIAL FOR THE PURPOSE OF ASSESSING THE MARKET RISKS ASSOCIATED WITH NOTES ISSUED UNDER THE PROGRAMME.

Risks related to the structure of a particular issue of Notes

A range of Notes may be issued under the Programme. A number of these Notes may have features which involve particular risks for potential investors. Set out below is a description of the most common such features, distinguishing between factors which may occur in relation to any Notes:

If the Relevant Issuer has the right to redeem any Notes at its option, this may limit the market value of the Notes concerned and an investor may not be able to reinvest the redemption proceeds in a manner which achieves a similar effective return.

An optional redemption feature is likely to limit the market value of Notes. During any period when the Relevant Issuer may elect to redeem Notes, the market value of those Notes generally will not rise substantially above the price at which they can be redeemed. This also may be true prior to any redemption period.

The Relevant Issuer may be expected to redeem Notes when its cost of borrowing is lower than the interest rate on the Notes. At those times, an investor generally would not be able to reinvest the redemption proceeds at an effective interest rate as high as the interest rate on the Notes being redeemed and may only be able to do so at a significantly lower rate. Potential investors should consider reinvestment risk in light of other investments available at that time.

If the Notes include a feature to convert the interest basis from a fixed rate to a floating rate, or vice versa, this may affect the secondary market and the market value of the Notes concerned.

Fixed/Floating Rate Notes are Notes which bear interest at a rate that converts from a fixed rate to a floating rate, or from a floating rate to a fixed rate. Such a feature to convert the interest basis, and any subsequent conversion of the interest basis, may affect the secondary market in, and the market value of, such Notes as the change of interest basis may result in a lower interest return for Noteholders. Where the Notes convert from a fixed rate to a floating rate, the spread on the Fixed/Floating Rate Notes may be less favourable than then prevailing spreads on comparable Floating Rate Notes tied to the same reference rate. In addition, the new floating rate at any time may be lower than the rates on other Notes. Where the Notes convert from a floating rate to a fixed rate, the fixed rate may be lower than then prevailing rates on those Notes and could affect the market value of an investment in the relevant Notes.

Notes which are issued at a substantial discount or premium may experience price volatility in response to changes in market interest rates.

The market values of securities issued at a substantial discount (such as Zero Coupon Notes) or premium to their principal amount tend to fluctuate more in relation to general changes in interest rates than do prices for more conventional interest-bearing securities. Generally, the longer the remaining term of such securities, the greater the price volatility as compared to more conventional interest-bearing securities with comparable maturities.

The regulation and reform of benchmarks may adversely affect the value of Notes linked to or referencing such benchmarks

Interest rates and indices which are deemed to be benchmarks (including EURIBOR) are the subject of ongoing national and international regulatory guidance and proposals for reform. These reforms may cause such benchmarks to perform differently than in the past, to disappear entirely, or have other consequences which cannot be predicted. Any such consequence could have a material adverse effect on any Notes referencing such a benchmark.

Regulation (EU) No 2016/11 (the "EU Benchmarks Regulation") applies, subject to certain transitional provisions, to the provision of benchmarks, the contribution of input data to a benchmark and the use of a benchmark within the EU. Among other things, it (i) requires benchmark administrators to be authorised or registered (or, if non-EU-based, to be subject to an equivalent regime or otherwise recognised or endorsed) and (ii) prevents certain uses by EU supervised entities of benchmarks of administrators that are not authorised or registered (or, if non-EU based, not deemed equivalent or recognised or endorsed). Regulation (EU) No 2016/1011 as it forms part of domestic law by virtue of the EUWA (the "UK Benchmarks Regulation") among other things, applies to the provision of benchmarks and the use of a benchmark in the UK. Similarly, it prohibits the use in the UK by UK supervised entities of benchmarks of administrators that are not authorised by the FCA or registered on the FCA register (or, if non-UK based, not deemed equivalent or recognised or endorsed).

These reforms (including the EU Benchmarks Regulation and the UK Benchmarks Regulation, as applicable) could have a material impact on any Notes linked to or referencing a benchmark, in particular, if the methodology or other terms of the relevant benchmark are changed in order to comply with the requirements imposed thereunder. Such changes could, among other things, have the effect of reducing, increasing or otherwise affecting the volatility of the published rate or level of the relevant benchmark. The euro risk free-rate working group for the euro area published a set of guiding principles and high level recommendations for fallback provisions in, amongst other things, new euro denominated cash products (including bonds) referencing EURIBOR. The guiding principles indicate, among other things, that continuing to reference EURIBOR in relevant contracts (without robust fallback provisions) may increase the risk to the euro area financial system. On 11 May 2021, the euro risk-free rate working group published its recommendations on EURIBOR fallback trigger events and fallback rates. On 4 December 2023, the euro risk free-rate working group issued its final statement, announcing completion of its mandate.

The potential elimination of EURIBOR or any other benchmark, or changes in the manner of administration of any benchmark, could require an adjustment to the Terms and Conditions of the Notes, or result in other consequences, in respect of any Notes referencing such benchmark. More broadly, any of the international or national reforms, or the general increased regulatory scrutiny of benchmarks, could increase the costs and risks of administering or otherwise participating in the setting of a benchmark and complying with any such regulations or requirements. Such factors may have (without limitation) the following effects on certain benchmarks: (i) discouraging market participants from continuing to administer or contribute to a benchmark; (ii) triggering changes in the rules or methodologies used in the benchmark and/or (iii) leading to the disappearance of the benchmark. Any of the above changes or any other consequential changes as a result of international or national reforms or other initiatives or investigations, could have a material adverse effect on the value of and return on any Notes linked to, referencing, or otherwise dependent (in whole or in part) upon, a benchmark.

The Terms and Conditions of the Notes provide for certain fallback arrangements in the event that a published benchmark, including an inter-bank offered rate such as EURIBOR, ceases to be published or a Benchmark Event (as defined in the Condition 4.2(h)) otherwise occurs, including the possibility that the Rate of Interest or other amounts payable under the Notes could be set by reference to a Successor Rate or an Alternative Rate (both as defined in the Terms and Conditions of the Notes) determined by an Independent Adviser (as defined in the Terms and Conditions of the Notes), and that, if a Successor Rate or an Alternative Rate (as the case may be) is determined, an Adjustment Spread (as defined in the Terms and Conditions of the Notes) shall also be determined by the relevant Independent Adviser and may also include amendments to the Terms and Conditions of the Notes and the Trust Deed (without the consent of the Noteholders or Couponholders) to ensure the proper operation of the Successor Rate, Alternative Rate or Adjustment Spread, as applicable. The use of a Successor Rate or Alternative Rate (including with the application of an Adjustment Spread) will still result in any Notes referencing an Original Reference Rate performing differently (which may include payment of a lower Rate of Interest) than they would if the Original Reference Rate were to continue to apply in its current form. No consent of the Noteholders or Couponholders shall be required in connection with effecting any relevant Successor Rate or Alternative Rate (as applicable) or any other related adjustments and/or amendments described above. Any such adjustment or amendment could have unexpected commercial consequences and there can be no assurance that, due to the particular circumstances of each Noteholder or Couponholder, any such adjustment will be favourable to each Noteholder or Couponholder.

If, following the occurrence of a Benchmark Event, no Successor Rate or Alternative Rate or, in either case, the applicable Adjustment Spread is determined, the ultimate fallback for the purposes of the calculation of the Rate of Interest for a particular Interest Period may result in the Rate of Interest for the last preceding Interest Period being used. This may result in the effective application of a fixed rate for Floating Rate Notes based on the rate which was last observed on the Relevant Screen Page. Due to the uncertainty concerning the availability of Successor Rates and Alternative Rates, the involvement of an Independent Adviser and the potential for further regulatory developments, there is a risk that the relevant fallback provisions may not operate as intended at the relevant time.

Any such consequences could have a material adverse effect on the value of and return on any such Notes. Moreover, any of the above matters or any other significant change to the setting or existence of any relevant rate could affect the ability of the Relevant Issuer or either Guarantor to meet their obligations under the Floating Rate Notes or could have a material adverse effect on the value or liquidity of, and the amount payable under, the Floating Rate Notes.

Investors should consult their own independent advisers and make their own assessment about the potential risks imposed by the EU Benchmarks Regulation and/or the UK Benchmarks Regulation, as applicable, or any of the international or national reforms and the possible application of the benchmark replacement provisions of Notes in making any investment decision with respect to any Notes referencing a benchmark.

There is no active trading market for the Notes

Notes issued under the Programme will be new securities which may not be widely distributed and for which there is currently no active trading market (unless in the case of any particular Tranche, such Tranche is to be consolidated and to form a single series with a Tranche of Notes which is already issued). If the Notes are traded after their initial issuance, they may trade at a discount to their initial offering price, depending upon prevailing interest rates, the market for similar securities, general economic conditions and the financial condition of the Relevant Issuer. Although applications have been made for the Notes issued under the Programme to be admitted to the Official List and to trading on the London Stock Exchange's Main Market, there is no assurance that such applications will be accepted, that any particular Tranche of Notes will be so admitted or that an active trading market will develop. Accordingly, there is no assurance as to the development or liquidity of any trading market for any particular Tranche of Notes.

The Notes may be redeemed prior to maturity

In the event that the Relevant Issuer has or will become obliged to increase the amounts payable in respect of any Notes due to any withholding or deduction for or on account of any present or future taxes or duties of whatever nature imposed or levied by or on behalf of any relevant tax jurisdiction, or any of the Guarantors would be unable for reasons outside of its control to procure payment by the Relevant Issuer and in making payment itself such Guarantor would be required to pay such additional amounts, the Relevant Issuer may redeem all outstanding Notes in accordance with the Conditions.

In addition, if in the case of any particular Tranche of Notes the relevant Final Terms specifies that the Notes are redeemable at the Relevant Issuer's option in certain other circumstances, the Relevant Issuer may choose to redeem the Notes at times when prevailing interest rates may be relatively low. In such circumstances an investor may not be able to reinvest the redemption proceeds in a comparable security at an effective interest rate as high as that of the relevant Notes.

Risks related to Notes generally

Set out below is a description of material risks relating to the Notes generally:

Because the Global Notes are held by or on behalf of Euroclear and Clearstream, Luxembourg, investors will have to rely on their procedures for transfers, payments and communications with the Relevant Issuer

Notes issued under the Programme may be represented by one or more Global Notes. Such Global Notes will be deposited with a common depositary or, as the case may be, common safekeeper for Euroclear Bank SA/NV ("Euroclear") and Clearstream Banking S.A. ("Clearstream, Luxembourg"). Except in the circumstances described in the relevant Global Note, investors will not be entitled to receive definitive Notes. Each of Euroclear and Clearstream, Luxembourg and their respective direct and indirect participants will maintain records of the beneficial interests in the Global Notes held through it. While the Notes are represented by one or more Global Notes, investors will be able to trade their beneficial interests only through Euroclear and Clearstream, Luxembourg.

While the Notes are represented by one or more Global Notes the Relevant Issuer will discharge its payment obligations under the Notes by making payments to the common depositary or, as the case may be, common safekeeper for Euroclear and Clearstream, Luxembourg for distribution to their account holders. A holder of a beneficial interest in a Global Note must rely on the procedures of Euroclear and Clearstream, Luxembourg and its participants to receive payments under the relevant Notes. The Relevant Issuer has no responsibility or liability for the records relating to, or payments made in respect of, beneficial interests in the Global Notes.

Holders of beneficial interests in the Global Notes will not have a direct right to vote in respect of the relevant Notes. Instead, such holders will be permitted to act only to the extent that they are enabled by Euroclear and Clearstream, Luxembourg to appoint appropriate proxies.

The conditions of the Notes contain provisions which may permit their modification without the consent of all investors and confer significant discretions on the Trustee which may be exercised without the consent of the Noteholders and without regard to the individual interests of particular Noteholders.

The conditions of the Notes contain provisions for calling meetings of Noteholders (including meetings by telephone or video conference) to consider and vote upon matters affecting their interests generally, or to pass resolutions in writing or through the use of electronic consents. These provisions permit defined majorities to bind all Noteholders including Noteholders who did not attend and vote at the relevant meeting or, as the case may be, did not sign the written resolution or give their consent electronically, and including those Noteholders who voted in a manner contrary to the majority.

The conditions of the Notes also provide that the Trustee may, without the consent of Noteholders and without regard to the interests of particular Noteholders, agree to (i) any modification of, or to the waiver or authorisation of any breach or proposed breach of, any of the provisions of the Notes or (ii) determine that any Event of Default or Potential Event of Default (as defined in the Trust Deed) shall not be treated as such or (iii) agree to the substitution of (a) (A) any holding company of easyJet plc, (B) any other company being a Subsidiary (as defined in the Conditions) of easyJet plc (including, for the avoidance of doubt, any Guarantor which is a Subsidiary of easyJet plc) or (C) where easyJet B.V. is the Issuer, easyJet plc, or any Successor in Business (as defined in the Trust Deed) of the Relevant Issuer as principal debtor under the Notes in place of the Relevant Issuer and/or (b) any Successor in Business of any of the Guarantors as guarantor of the Notes in place of that Guarantor, in the circumstances described in the Trust Deed and the conditions of the Notes, provided that in the case of (i), (ii) and (iii), that the Trustee is of the opinion that to do so would not be materially prejudicial to the interests of Noteholders.

The conditions of the Notes and the Trust Deed also provide that the Trustee shall, without the consent of the Noteholders, agree to the substitution of easyJet plc in place of a Guarantor (or another Guarantor, where easyJet B.V. is the Issuer) so that the substituted entity shall no longer be an obligor in respect of the Notes, subject to the relevant Guarantor no longer being party to the Facilities Agreement (as defined in Condition 14.2) and to certain other conditions being complied with as further described in the Trust Deed and the conditions of the Notes. Noteholders should note that, in this particular circumstance, the substitution right is mandatory and thus such a substitution will not be subject to any material prejudice determination by the Trustee with respect to the interests of the Noteholders and therefore could potentially be materially prejudicial to the interests of Noteholders. In addition, the Trustee shall be obliged to concur with the Relevant Issuer and the Guarantors in effecting any Benchmark Amendments in the circumstances and as otherwise set out in Condition 4.2(h) without the consent of Noteholders or Couponholders.

A Restructuring Plan implemented pursuant to English or Dutch law may modify or disapply certain terms of the Notes or the relevant Guarantee without the consent of the Noteholders.

Where the Relevant Issuer or a Guarantor encounters, or is likely to encounter, financial difficulties that are affecting, or will or may affect, its ability to carry on business as a going concern, it may propose a Restructuring Plan (a "Plan") with its creditors under Part 26A of the Companies Act 2006 (introduced by the Corporate Insolvency and Governance Act 2020) to eliminate, reduce, prevent or mitigate the effect of any of those financial difficulties. Should this happen, creditors whose rights are affected are organised into creditor classes and can vote on any such Plan (subject to being excluded from the vote by the English courts for having no genuine economic interest in the Relevant Issuer or the relevant Guarantor). Provided that one class of creditors (who would receive a payment, or have a genuine economic interest in the Relevant Issuer or the relevant Guarantor) has approved the Plan, and in the view of the English courts any dissenting class(es) who did not approve the Plan are no worse off under the Plan than they would be in the event of the "relevant alternative" (such as, broadly, liquidation or administration), then the English court can sanction the Plan where it would be a proper exercise of its discretion. A sanctioned Plan is binding on all creditors and members, regardless of whether they approved it. Any such sanctioned Plan in relation to the Relevant Issuer or the relevant Guarantor may, therefore, adversely affect the rights of Noteholders and the price or value of their investment in the Notes, as it may have the effect of modifying or disapplying certain terms of the Notes (by, for example, writing down the principal amount of the Notes, modifying the interest payable on the Notes, the maturity date or dates on which any payments are due or substituting the Relevant Issuer) or modifying or disapplying certain terms of the relevant Guarantee or substituting the relevant Guarantor.

On 6 October 2020 the Dutch legislator adopted a bill for the Act on Court Confirmation of Extrajudicial Restructuring Plans (Wet homologatie onderhands akkoord) ("WHOA"), with the aim to implement a restructuring instrument enabling companies in financial distress to restructure their debts without the need to initiate formal insolvency procedures (such as bankruptcy or moratorium of payments). The bill entered into force on 1 January 2021. The goal of the new legislation is to introduce a preventive restructuring procedure enabling debtors in financial difficulties to restructure at an early stage and avoid insolvency. A restructuring plan under the new legislation can be proposed by a debtor who foresees that it will not be able to continue paying its due and payable debts (the debts as they fall due). Under such circumstances, the debtor or a court appointed restructuring specialist may offer a restructuring plan to the debtor's creditors and shareholders. A restructuring plan could propose an amendment or (partial) discharge of the rights and claims of all creditors and shareholders involved. Once approved and confirmed by the relevant percentage of creditors and the court, such restructuring plan is binding on all creditors and shareholders involved. Subject to certain safeguards, creditors and shareholders who have voted against the restructuring plan could be (cross-) crammed down and thus be bound by the restructuring plan. Taking into account the provisions in the act, claims against a debtor can, inter alia, be (partially) discharged or extended as a result of a restructuring plan if the relevant majority of creditors within a class or a more senior class vote in favour of such a plan and the court subsequently approves the plan. As a result hereof, it may well be that claims against easyJet B.V. and the Guarantor can be compromised as a result of a composition if the relevant majority of creditors within a class vote in favour of such a composition.

The value of the Notes and the Guarantees could be adversely affected by a change in English law or administrative practice.

The conditions of the Notes are based on English law in effect as at the date of this Offering Circular. No assurance can be given as to the impact of any possible judicial decision or change to English law or administrative practice after the date of this Offering Circular and any such change could materially adversely impact the ability of the Relevant Issuer and the Guarantors to make payments under the Notes issued under the Programme or to comply with their respective obligations under the transaction documents to which they are a party. This may consequentially affect the value of any Notes affected by it.

Investors who hold less than the minimum Specified Denomination may be unable to sell their Notes and may be adversely affected if definitive Notes are subsequently required to be issued.

In relation to any issue of Notes which have denominations consisting of a minimum Specified Denomination plus one or more higher integral multiples of another smaller amount, it is possible that such Notes may be traded in amounts in excess of the minimum Specified Denomination that are not integral multiples of such minimum Specified Denomination. In such a case a holder who, as a result of trading such amounts, holds an amount which is less than the minimum Specified Denomination in their account with the relevant clearing system would not be able to sell the remainder of such holding without first purchasing a principal amount of Notes at or in excess of the minimum Specified Denomination such that its holding amounts to a Specified Denomination. Further, a holder who, as a result of trading such amounts, holds an amount which is less than the minimum Specified Denomination in their account with the relevant clearing system at the relevant time may not receive a definitive Note in respect of such holding (should definitive Notes be printed) and would need to purchase a principal amount of Notes at or in excess of the minimum Specified Denomination such that its holding amounts to a Specified Denomination.

If such Notes in definitive form are issued, holders should be aware that definitive Notes which have a denomination that is not an integral multiple of the minimum Specified Denomination may be illiquid and difficult to trade.

Risks related to the market generally

Set out below is a description of material market risks, including liquidity risk, exchange rate risk, interest rate risk and credit risk:

An active secondary market in respect of the Notes may never be established or may be illiquid and this would adversely affect the value at which an investor could sell their Notes.

Notes may have no established trading market when issued, and one may never develop. If a market does develop, it may not be very liquid. Therefore, investors may not be able to sell their Notes easily or at prices that will provide them with a yield comparable to similar investments that have a developed secondary market.

If an investor holds Notes which are not denominated in the investor's home currency, they will be exposed to movements in exchange rates adversely affecting the value of their holding. In addition, the imposition of exchange controls in relation to any Notes could result in an investor not receiving payments on those Notes.

The Relevant Issuer will pay principal and interest on the Notes and the Guarantors will make any payments under the Guarantees in the Specified Currency. This presents certain risks relating to currency conversions if an investor's financial activities are denominated principally in a currency or currency unit (the "Investor's Currency") other than the Specified Currency. These include the risk that exchange rates may significantly change (including changes due to devaluation of the Specified Currency or revaluation of the Investor's Currency) and the risk that authorities with jurisdiction over the Investor's Currency may impose or modify exchange controls. An appreciation in the value of the Investor's Currency relative to the Specified Currency would decrease (1) the Investor's Currency equivalent yield on the Notes, (2) the Investor's Currency-equivalent value of the principal payable on the Notes and (3) the Investor's Currency equivalent market value of the Notes.

Government and monetary authorities may impose (as some have done in the past) exchange controls that could adversely affect an applicable exchange rate or the ability of the Relevant Issuer or the Guarantors to make payments in respect of the Notes. As a result, investors may receive less interest or principal than expected, or no interest or principal.

The value of Fixed Rate Notes may be adversely affected by movements in market interest rates.

Investment in Fixed Rate Notes involves the risk that if market interest rates subsequently increase above the rate paid on the Fixed Rate Notes, this will adversely affect the value of the Fixed Rate Notes.

Credit ratings assigned to the Relevant Issuer, the Guarantors or any Notes may not reflect all the risks associated with an investment in those Notes.

One or more independent credit rating agencies may assign credit ratings to the Relevant Issuer, the Guarantors or the Notes. The ratings may not reflect the potential impact of all risks related to structure, market, additional factors discussed above, and other factors that may affect the value of the Notes. A credit rating is not a recommendation to buy, sell or hold securities and may be revised, suspended or withdrawn by the rating agency at any time.

In general, European regulated investors are restricted under the CRA Regulation from using credit ratings for regulatory purposes in the EEA, unless such ratings are issued by a credit rating agency established in the EEA and registered under the CRA Regulation (and such registration has not been withdrawn or suspended, subject to transitional provisions that apply in certain circumstances). Such general restriction will also apply in the case of credit ratings issued by third country non-EEA credit rating agencies, unless the relevant credit ratings are endorsed by an EEA-registered credit rating agency or the relevant third country rating agency is certified in accordance with the CRA Regulation (and such endorsement action or certification, as the case may be, has not been withdrawn or suspended, subject to transitional provisions that apply in certain circumstances).

Investors regulated in the UK are subject to similar restrictions under the UK CRA Regulation. As such, UK regulated investors are required to use for UK regulatory purposes ratings issued by a credit rating agency established in the UK and registered under the UK CRA Regulation. In the case of credit ratings issued by third country non-UK credit rating agencies, third country credit ratings are either (a) endorsed by a UK registered credit rating agency; or (b) issued by a third country credit rating agency that is certified in accordance with the UK CRA Regulation. Note this is subject, in each case, to (a) the relevant UK registration, certification or endorsement, as the case may be, has not been withdrawn or suspended, and to (b) transitional provisions that apply in certain circumstances. If the status of the rating agency rating the Notes changes for the purposes of the CRA Regulation or the UK CRA Regulation, relevant regulated investors may no longer be able to use the rating for regulatory purposes in the EEA or the UK, as applicable, and the Notes may have a different regulatory treatment, which may impact the value of the Notes and their liquidity in the secondary market. Certain information with respect to the credit rating agencies and ratings is set out on the cover of this Offering Circular.

Each Guarantor may be released.

In accordance with the Conditions and the Trust Deed, each Guarantor (other than, where easyJet B.V. is the Issuer, easyJet plc) may be released and cease to be a Guarantor (and the relevant Guarantee terminated) subject to certain conditions (including certification by easyJet plc (either in its capacity as an Issuer or in its capacity as a Guarantor, as applicable) that, after having provided details of the proposed Guarantor release to each of the Rating Agencies then rating the Notes, each Rating Agency has either (a) confirmed in writing that it has determined that it would not downgrade or withdraw the credit rating assigned by it to the Notes or (b) not indicated to easyJet plc within 30 days of easyJet plc providing details of the proposed Guarantor release to such Rating Agency, that it would downgrade or withdraw (or is considering downgrading or withdrawing) the credit rating assigned by it to the Notes, in each case as a result of such release, and that the relevant Guarantor will not be a party to, or an obligor under, the Facilities Agreement and easyJet plc (or a Subsidiary of easyJet plc which is guaranteed by easyJet plc) will be the principal obligor under the Facilities Agreement) (See "Terms and Conditions—Release of a Guarantor").

Once a Guarantor has been released it will have no further obligation in respect of any amount due under any Notes.

DOCUMENTS INCORPORATED BY REFERENCE

The following documents which have previously been published shall be incorporated in, and form part of, this Offering Circular:

• (a) the audited consolidated financial statements (including the notes thereto) of easyJet plc as at and for the financial year ended 30 September 2024, prepared in accordance with UK-adopted International Accounting Standards in conformity with the requirements of the Companies Act 2006 ("UK IFRS") (as set out on pages 154 to 198 of the 2024 Annual Report (as defined below)), the audited unconsolidated financial statements (including the notes thereto) of easyJet plc as at and for the financial year ended 30 September 2024 prepared in accordance with United Kingdom Accounting Standards, including Financial Reporting Standard 101 (Reduced Disclosure Framework) and the applicable legal requirements of the Companies Act 2006 ("UK GAAP") (as set out on pages 199 to 203 of the 2024 Annual Report) and the independent auditors' report thereon (as set out on pages 148 to 153 of the 2024 Annual Report). easyJet plc's Annual Report and Accounts 2024 (the "2024 Annual Report") can be found at https://s203.q4cdn.com/522538739/files/doc_financials/2024/ar/easyJet_AR24_web.pdf;
• (b) the audited consolidated financial statements (including the notes thereto) of easyJet plc as at and for the financial year ended 30 September 2023, prepared in accordance with UK IFRS (as set out on pages 142 to 188 of the 2023 Annual Report (as defined below)), the audited unconsolidated financial statements (including the notes thereto) of easyJet plc as at and for the financial year ended 30 September 2023 prepared in accordance with UK GAAP (as set out on pages 189 to 193 of the 2023 Annual Report) and the independent auditors' report thereon (as set out on pages 136 to 141 of the 2023 Annual Report). easyJet plc's Annual Report and Accounts 2023 (the "2023 Annual Report") can be found at: https://corporate.easyjet.com/files/ doc_financials/2023/ar/43627_easyJet_Annual-Report_Web.pdf;
• (c) the unaudited section of the 2024 Annual Report titled "Summary net cash reconciliation" (as set out on page 30 of the 2024 Annual Report);
• (d) the unaudited section of the 2023 Annual Report titled "Summary net cash/(debt) reconciliation" (as set out on page 30 of the 2023 Annual Report);
• (e) the audited unconsolidated financial statements (including the independent auditors' report thereon and the notes thereto) of EACL as at and for the financial year ended 30 September 2024, prepared in accordance with UK GAAP (as set out on pages 10 to 48 of EACL's Annual Report and Accounts for the year ended 30 September 2024) (which can be found at: https://s203.q4cdn.com/522538739/files/doc\_downloads/2025/02/EACL-FY2024-Annual-Report-and-Financial-Statements\_-FINAL-MM-signed.pdf);
• (f) the audited unconsolidated financial statements (including the independent auditors' report thereon and the notes thereto) of EACL as at and for the financial year ended 30 September 2023, prepared in accordance with UK GAAP (as set out on pages 10 to 47 of EACL's Annual Report and Accounts for the year ended 30 September 2023) (which can be found at: https://corporate.easyjet.com/files/emtn_docs/2024/EACL-FY23-fully-signed-MM.pdf);
• (g) the audited unconsolidated financial statements (including the independent auditors' report thereon and the notes thereto) of easyJet B.V. as at and for the financial year ended 30 September 2023, prepared in accordance with International Financial Reporting Standards as adopted by the European Union and with Part 9 of Book 2 of the Dutch Civil Code (as set out on pages 8 to 33 of easyJet B.V.'s annual report and accounts as at and for the financial year ended 30 September 2023) (which can be found at: https://s203.q4cdn.com/522538739/files/emtn\_docs/2025/STAMPED-Final-easyJet\_Finco\_Financial\_Statements\_2023.pdf);
• (h) the audited unconsolidated financial statements (including the independent auditors' report thereon and the notes thereto) of easyJet B.V. as at and for the financial year ended 30 September 2022, prepared in accordance with International Financial Reporting Standards as adopted by the European Union and with Part 9 of Book 2 of the Dutch Civil Code (as set out on pages 8 to 34 of easyJet B.V.'s annual report and accounts as at and for the financial year ended 30 September 2022)

(which can be found at: https://s203.q4cdn.com/522538739/files/emtn\_docs/2025/Final-signedeasyJet-FinCo-B-V-Financial-Statements-2022.pdf); and

(i) the Terms and Conditions of the Notes set out on (i) pages 52 to 86 of the Offering Circular dated 10 February 2021 (which can be found at: https://www.rnspdf.londonstockexchange.com/rns/6880O\_1-2021-2-10.pdf); and (ii) pages 40 to 75 of the Offering Circular dated 13 February 2024 (which can be found at: http://www.rnspdf.londonstockexchange.com/rns/0027D\_1-2024-2-13.pdf)

Following the publication of this Offering Circular a supplement may be prepared by the Issuers and approved by the FCA in accordance with Article 23 of the UK Prospectus Regulation. Statements contained in any such supplement (or contained in any document incorporated by reference therein) shall, to the extent applicable (whether expressly, by implication or otherwise), be deemed to modify or supersede statements contained in this Offering Circular or in a document which is incorporated by reference in this Offering Circular. Any statement so modified or superseded shall not, except as so modified or superseded, constitute a part of this Offering Circular.

Any documents themselves incorporated by reference in the documents incorporated by reference in this Offering Circular shall not form part of this Offering Circular.

Any non-incorporated parts of a document referred to herein are either deemed not relevant for an investor or are otherwise covered elsewhere in this Offering Circular.

The Issuers and the Guarantors will, in the event of any significant new factor, material mistake or material inaccuracy relating to information included in this Offering Circular which may affect the assessment of any Notes, prepare a supplement to this Offering Circular or publish a new Offering Circular for use in connection with any subsequent issue of Notes.

FORM OF THE NOTES

Each Tranche of Notes will be in bearer form and will initially be issued in the form of a temporary global note (a "Temporary Global Note") or, if so specified in the applicable Final Terms, a permanent global note (a "Permanent Global Note" and, together with a Temporary Global Note, each a "Global Note") which, in either case, will:

• (i) if the Global Notes are intended to be issued in new global note ("NGN") form, as stated in the applicable Final Terms, be delivered on or prior to the original issue date of the Tranche to a common safekeeper (the "Common Safekeeper") for Euroclear Bank SA/NV ("Euroclear") and Clearstream Banking S.A. ("Clearstream, Luxembourg"); and
• (ii) if the Global Notes are not intended to be issued in NGN Form, be delivered on or prior to the original issue date of the Tranche to a common depositary (the "Common Depositary") for Euroclear and Clearstream, Luxembourg.

Where the Global Notes issued in respect of any Tranche are in NGN form, the applicable Final Terms will also indicate whether or not such Global Notes are intended to be held in a manner which would allow Eurosystem eligibility. Any indication that the Global Notes are to be so held does not necessarily mean that the Notes of the relevant Tranche will be recognised as eligible collateral for Eurosystem monetary policy and intra-day credit operations by the Eurosystem either upon issue or at any times during their life as such recognition depends upon satisfaction of the Eurosystem eligibility criteria. The Common Safekeeper for NGNs will either be Euroclear or Clearstream, Luxembourg or another entity approved by Euroclear and Clearstream, Luxembourg, as indicated in the applicable Final Terms.

Whilst any Note is represented by a Temporary Global Note, payments of principal, interest (if any) and any other amount payable in respect of the Notes due prior to the Exchange Date (as defined below) will be made (against presentation of the Temporary Global Note if the Temporary Global Note is not intended to be issued in NGN form) only to the extent that certification (in a form to be provided) to the effect that the beneficial owners of interests in the Temporary Global Note are not U.S. persons or persons who have purchased for resale to any U.S. person, as required by U.S. Treasury regulations, has been received by Euroclear and/or Clearstream, Luxembourg and Euroclear and/or Clearstream, Luxembourg, as applicable, has given a like certification (based on the certifications it has received) to the Agent.

On and after the date (the "Exchange Date") which is 40 days after a Temporary Global Note is issued, interests in such Temporary Global Note will be exchangeable (free of charge) upon a request as described therein either for (a) interests in a Permanent Global Note of the same Series or (b) definitive Notes of the same Series with, where applicable, interest coupons and talons attached (as indicated in the applicable Final Terms and subject, in the case of definitive Notes, to such notice period as is specified in the applicable Final Terms), in each case against certification of beneficial ownership as described above unless such certification has already been given. The holder of a Temporary Global Note will not be entitled to collect any payment of interest, principal or other amount due on or after the Exchange Date unless, upon due certification, exchange of the Temporary Global Note for an interest in a Permanent Global Note or for definitive Notes is improperly withheld or refused.

Payments of principal, interest (if any) or any other amounts on a Permanent Global Note will be made through Euroclear and/or Clearstream, Luxembourg (against presentation or surrender (as the case may be) of the Permanent Global Note if the Permanent Global Note is not intended to be issued in NGN form) without any requirement for certification.

The applicable Final Terms will specify that a Permanent Global Note will be exchangeable (free of charge), in whole but not in part, for definitive Notes with, where applicable, interest coupons and talons attached upon either (a) not less than 60 days' written notice from Euroclear and/or Clearstream, Luxembourg (acting on the instructions of any holder of an interest in such Permanent Global Note) to the Agent as described therein or (b) only upon the occurrence of an Exchange Event. For these purposes, "Exchange Event" means that (i) an Event of Default (as defined in Condition 9) has occurred and is continuing, or (ii) the Relevant Issuer has been notified that both Euroclear and Clearstream, Luxembourg have been closed for business for a continuous period of 14 days (other than by reason of holiday, statutory or otherwise) or have announced an intention permanently to cease business or have in fact done so and no successor clearing system satisfactory to the Trustee is available or (iii) the Relevant Issuer or any Guarantor has or will become subject to adverse tax consequences which would not be suffered were the Notes represented by the Permanent Global Note in definitive form and a certificate to such effect signed by an Authorised Officer (as defined in Condition 6) of the Relevant Issuer is given to the Trustee. The Relevant Issuer will promptly give notice to Noteholders in accordance with Condition 13 if an Exchange Event occurs. In the event of the occurrence of an Exchange Event, Euroclear and/or Clearstream, Luxembourg (acting on the instructions of any holder of an interest in such Permanent Global Note) or the Trustee may give notice to the Agent requesting exchange and, in the event of the occurrence of an Exchange Event as described in (iii) above, the Relevant Issuer may also give notice to the Agent requesting exchange. Any such exchange shall occur not later than 45 days after the date of receipt of the first relevant notice by the Agent.

The exchange of a Permanent Global Note for definitive Notes upon notice from Euroclear and/or Clearstream (acting on the instructions of any holder) or at any time at the request of the Relevant Issuer should not be expressed to be applicable in the applicable Final Terms if the Notes are issued with a minimum Specified Denomination such as €100,000 (or its equivalent in another currency) plus one or more higher integral multiples of another smaller amount such as €1,000 (or its equivalent in another currency). Furthermore, such Specified Denomination construction is not permitted in relation to any issue of Notes which is to be represented on issue by a Temporary Global Note exchangeable for definitive Notes.

The following legend will appear on all Notes (other than Temporary Global Notes) and interest coupons relating to such Notes where TEFRA D is specified in the applicable Final Terms:

"ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE."

The sections referred to provide that United States holders, with certain exceptions, will not be entitled to deduct any loss on Notes or interest coupons and will not be entitled to capital gains treatment in respect of any gain on any sale, disposition, redemption or payment of principal in respect of such Notes or interest coupons.

Notes which are represented by a Global Note will only be transferable in accordance with the rules and procedures for the time being of Euroclear or Clearstream, Luxembourg, as the case may be.

Pursuant to the Agency Agreement (as defined under "Terms and Conditions of the Notes"), the Agent shall arrange that, where a further Tranche of Notes is issued which is intended to form a single Series with an existing Tranche of Notes at a point after the Issue Date of the further Tranche, the Notes of such further Tranche shall be assigned a common code and ISIN which are different from the common code and ISIN assigned to Notes of any other Tranche of the same Series until such time as the Tranches are consolidated and form a single Series, which shall not be prior to the expiry of the distribution compliance period (as defined in Regulation S under the Securities Act) applicable to the Notes of such Tranche.

Any reference herein to Euroclear and/or Clearstream, Luxembourg shall, whenever the context so permits, be deemed to include a reference to any additional or alternative clearing system specified in the applicable Final Terms.

No Noteholder or Couponholder shall be entitled to proceed directly against the Relevant Issuer or any of the Guarantors unless the Trustee, having become bound so to proceed, fails so to do within a reasonable period and the failure shall be continuing.

The Relevant Issuer and the Guarantors may agree with any Dealer and the Trustee that Notes may be issued in a form not contemplated by the Terms and Conditions of the Notes, in which event a new Offering Circular will be made available which will describe the effect of the agreement reached in relation to such Notes.

APPLICABLE FINAL TERMS

Set out below is the form of Final Terms which will be completed for each Tranche of Notes issued under the Programme.

[MiFID II PRODUCT GOVERNANCE / PROFESSIONAL INVESTORS AND ECPs ONLY TARGET MARKET – Solely for the purposes of [the/each] manufacturer's product approval process, the target market assessment in respect of the Notes has led to the conclusion that: (i) the target market for the Notes is eligible counterparties and professional clients only, each as defined in Directive 2014/65/EU (as amended, "MiFID II"); and (ii) all channels for distribution of the Notes to eligible counterparties and professional clients are appropriate. [Consider any negative target market]. Any person subsequently offering, selling or recommending the Notes (a "distributor") should take into consideration the manufacturer['s/s'] target market assessment; however, a distributor subject to MiFID II is responsible for undertaking its own target market assessment in respect of the Notes (by either adopting or refining the manufacturer['s/s'] target market assessment) and determining appropriate distribution channels.]

[UK MiFIR PRODUCT GOVERNANCE / PROFESSIONAL INVESTORS AND ECPs ONLY TARGET MARKET – Solely for the purposes of [the/each] manufacturer's product approval process, the target market assessment in respect of the Notes has led to the conclusion that: (i) the target market for the Notes is only eligible counterparties, as defined in the FCA Handbook Conduct of Business Sourcebook ("COBS") and professional clients, as defined in Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 (the "EUWA") ("UK MiFIR"); and (ii) all channels for distribution of the Notes to eligible counterparties and professional clients are appropriate. [Consider any negative target market]. Any [distributor / person subsequently offering, selling or recommending the Notes (a "distributor")] should take into consideration the manufacturer['s/s'] target market assessment; however, a distributor subject to the FCA Handbook Product Intervention and Product Governance Sourcebook (the "UK MiFIR Product Governance Rules") is responsible for undertaking its own target market assessment in respect of the Notes (by either adopting or refining the manufacturer['s/s'] target market assessment) and determining appropriate distribution channels.]1

[PROHIBITION OF SALES TO EEA RETAIL INVESTORS – The Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the European Economic Area (the "EEA"). For these purposes, a "retail investor" means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of [MiFID II][Directive 2014/65/EU (as amended, "MiFID II")]; or (ii) a customer within the meaning of Directive (EU) 2016/97 (as amended, the "Insurance Distribution Directive"), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in Regulation (EU) 2017/1129 (the "Prospectus Regulation"). Consequently no key information document required by Regulation (EU) No 1286/2014 (as amended, the "PRIIPs Regulation") for offering or selling the Notes or otherwise making them available to retail investors in the EEA has been prepared and therefore offering or selling the Notes or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation.]2

[PROHIBITION OF SALES TO UK RETAIL INVESTORS – The Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the United Kingdom ("UK"). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client, as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of domestic law by virtue of [the European Union (Withdrawal) Act 2018 (the "EUWA")][the EUWA]; (ii) a customer within the meaning of the provisions of the Financial Services and Markets Act 2000 (as amended, the "FSMA") and any rules or regulations made under the FSMA to implement Directive (EU) 2016/97, where that customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the EUWA; or (iii) not a qualified investor as defined in Article 2 of Regulation (EU) 2017/1129 as it forms part of

¹ Legend to be included on front of the Final Terms if following the ICMA 1 "all bonds to all professionals" target market approach.

² Legend to be included on front of the Final Terms if the Notes potentially constitute "packaged" products and no key information document will be prepared in the EEA or the relevant Issuer wishes to prohibit offers to EEA retail investors for any other reason, in which case the applicable selling restriction should be specified to be "Applicable".

domestic law by virtue of the EUWA (the "UK Prospectus Regulation"). Consequently no key information document required by Regulation (EU) No 1286/2014 as it forms part of domestic law by virtue of the EUWA (the "UK PRIIPs Regulation") for offering or selling the Notes or otherwise making them available to retail investors in the UK has been prepared and therefore offering or selling the Notes or otherwise making them available to any retail investor in the UK may be unlawful under the UK PRIIPs Regulation.]3

[NOTIFICATION UNDER SECTION 309B OF THE SECURITIES AND FUTURES ACT OF SINGAPORE (the "SFA") – [Insert notice if classification of the Notes is not "prescribed capital markets products", pursuant to Section 309B of the SFA or Excluded Investment Products (as defined in MAS Notice SFA 04-N12: Notice on the Sale of Investment Products and MAS Notice FAA-N16: Notice on Recommendations on Investment Products)].]4

[Date]

[easyJet plc / easyJet FinCo B.V.]

Legal entity identifier (LEI): [2138001S47XKWIB7TH90 / 2138005GUMKABRAKJU30]

Issue of [Aggregate Nominal Amount of Tranche] [Title of Notes] Originally guaranteed by [easyJet plc / easyJet FinCo B.V.] [and/,] easyJet Airline Company Limited [and [•]] under the £4,000,000,000 Euro Medium Term Note Programme

PART A – CONTRACTUAL TERMS

[Terms used herein shall be deemed to be defined as such for the purposes of the Conditions set forth in the Offering Circular dated 17 February 2025 [and the supplement[s] to it dated [date] [and [date]] (the "Offering Circular") which [together] constitute[s] a base prospectus for the purposes of [Regulation (EU) 2017/1129 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 (the "EUWA") (the "UK Prospectus Regulation") / the UK Prospectus Regulation]. This document constitutes the Final Terms of the Notes described herein for the purposes of the UK Prospectus Regulation and must be read in conjunction with the Offering Circular in order to obtain all the relevant information. The Offering Circular has been published on the website of the Regulatory News Service operated by the London Stock Exchange plc at http://www.londonstockexchange.com/exchange/news/marketnews/market-news-home.html.]

[Terms used herein shall be deemed to be defined as such for the purposes of the Conditions (the "Conditions") set forth in the Offering Circular dated [original date] [and the supplement[s] to it dated [date]] which are incorporated by reference in the Offering Circular dated 17 February 2025. This document constitutes the Final Terms of the Notes described herein for the purposes of [Regulation (EU) 2017/1129 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 (the "EUWA") (the "UK Prospectus Regulation") / the UK Prospectus Regulation] and must be read in conjunction with the Offering Circular dated 17 February 2025 [and the supplement[s] to it dated [date] [and [date]] which [together] constitute[s] a base prospectus for the purposes of the UK Prospectus Regulation (the "Offering Circular"), including the Conditions incorporated by reference in the Offering Circular, in order to obtain all the relevant information. The Offering Circular has been published on the website of the Regulatory News Service operated by the London Stock Exchange plc at http://www.londonstockexchange.com/exchange/news/market-news/market-news-home.html.]

³ Legend to be included on the front of the Final Terms if the Notes potentially constitute "packaged" products and no key information document will be prepared in the UK or the relevant Issuer wishes to prohibit offers to UK retail investors for any other reason, in which case the applicable selling restriction should be specified to be "Applicable".

⁴ Relevant Manager(s)/Dealer(s) to consider whether it / they have received the necessary product classification from the relevant Issuer prior to the launch of the offer, pursuant to Section 309B of the SFA for Notes being sold into Singapore.

1.	(a)	Issuer	[easyJet plc / easyJet FinCo B.V.]
	(b)	Guarantor[s]:	[easyJet plc / easyJet FinCo B.V.]
			easyJet Airline Company Limited
			[ ]
2.	(a)	Series Number:	[ ]
	(b)	Tranche Number:	[ ]
	(c)	Date on which the Notes will be consolidated and form a single Series:	The Notes will be consolidated and form a single Series with [identify earlier Tranches] on [the Issue Date/the date that is 40 days after the Issue Date/exchange of the Temporary Global Note for interests in the Permanent Global Note, as referred to in paragraph [25] below, which is expected to occur on or about [date]][Not Applicable]
3.		Specified Currency or Currencies:	[ ]
4.		Aggregate Nominal Amount:
	(a)	Series:	[ ]
	(b)	Tranche:	[ ]
5.	Issue Price:		[ ] per cent. of the Aggregate Nominal Amount [plus accrued interest from [insert date] (if applicable)]
6.	(a)	Specified Denominations:	[ ]
	(b)	Calculation Amount (in relation to calculation of interest in global form see Conditions):	[ ]
7.	(a)	Issue Date:	[ ]
	(b)	Interest Commencement Date:	[specify/Issue Date/Not Applicable]
8.	Maturity Date:		Specify date or for Floating rate notes - Interest Payment Date falling in or nearest to [specify month and year]]
9.	Interest Basis:		[[ ] per cent. Fixed Rate]
			[[[ ] month EURIBOR] +/- [ ] per cent. Floating Rate]
			[Zero coupon]
			(see paragraph [14]/[15]/[16]below)
10.		Redemption/Payment Basis:	Subject to any purchase and cancellation or early redemption, the Notes will be redeemed on the Maturity Date at [ ] per cent. of their nominal amount
11.		Change of Interest Basis:	[ ][Not Applicable]

12.	Put/Call Options:		[Investor Put]
			[Change of Control Put]
			[Issuer Call]
			[Issuer Residual Call]
			[Make-Whole Redemption by the Issuer]
			[Issuer Maturity Call]
			[Not Applicable]
			[(see paragraph [17]/[18]/[19]/[20]/[21]/[22] below)]
13.	(a)	Status of the Notes:	Senior
	(b)	Status of the Guarantees:	Senior
	(c)	[Date [Board] approval for issuance of Notes and Guarantees obtained:	[ ] [and [ ], respectively]]
PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE
14.		Fixed Rate Note Provisions	[Applicable/Not Applicable]
			(If not applicable, delete the remaining subparagraphs of this paragraph)
	(a)	Rate(s) of Interest:	[ ] per cent. per annum payable in arrear on each Interest Payment Date
	(b)	Interest Payment Date(s):	[ ] in each year up to and including the Maturity Date
	(c)	Fixed Coupon Amount(s) for Notes in definitive form (and in relation to Notes in global form see Conditions):	[ ] per Calculation Amount
	(d)	Broken Amount(s) for Notes in definitive form (and in relation to Notes in global form see Conditions):	[[ ] per Calculation Amount, payable on the Interest Payment Date falling [in/on] [ ]][Not Applicable]
	(e)	Day Count Fraction:	[30/360] [Actual/Actual (ICMA)]
	(f)	Determination Date(s):	[[ ] in each year][Not Applicable]
15.	Floating Rate Note Provisions		[Applicable/Not Applicable]
			(If not applicable, delete the remaining subparagraphs of this paragraph)
	(a)	Specified Period(s)/Specified Interest Payment Dates:	[ ] [, subject to adjustment in accordance with the Business Day Convention set out in (b) below /, not subject to adjustment, as the Business Day Convention in (b) below is specified to be Not Applicable]
	(b)	Business Day Convention:	[Floating Rate Convention/Following Business

			Day Convention/Modified Following Business Day Convention/ Preceding Business Day Convention][Not Applicable]
	(c)	Additional Business Centre(s):	[ ]
	(d)	Party responsible for calculating the Rate of Interest and Interest Amount (if not the Agent):	[ ]
	(e)	Screen Rate Determination:
		• Reference Rate:	[ ] month EURIBOR
		• Interest Determination Date(s):	[ ]
		• Relevant Screen Page:	[ ]
	(f)	Linear Interpolation:	[Not Applicable/Applicable - the Rate of interest for the [long/short] [first/last] Interest Period shall be calculated using Linear Interpolation]
	(g)	Margin(s):	[+/-] [ ] per cent. per annum
	(h)	Minimum Rate of Interest:	[ ] per cent. per annum
	(i)	Maximum Rate of Interest:	[ ] per cent. per annum
	(j)	Day Count Fraction:	[Actual/Actual (ISDA)][Actual/Actual] Actual/365 (Fixed) Actual/365 (Sterling) Actual/360 [30/360][360/360][Bond Basis] [30E/360][Eurobond Basis] 30E/360 (ISDA)]
16.		Zero Coupon Note Provisions	[Applicable/Not Applicable]
	(a)	Accrual Yield:	[ ] per cent. per annum
	(b)	Reference Price:	[ ]
	(c)	Day Count Fraction in relation to	[30/360]
		Early Redemption Amounts:	[Actual/360]
			[Actual/365]
		PROVISIONS RELATING TO REDEMPTION
17.	Issuer Call:		[Applicable/Not Applicable]
	(a)	Optional Redemption Date(s):	[ ]
	(b)	Optional Redemption Amount:	[[ ] per Calculation Amount]

	(c)	Redeemable in part:		[Applicable]/[Not Applicable – the Notes are not redeemable in part only]
		(i)	Minimum Amount:	Redemption	[	]
		(ii)	Maximum Amount:	Redemption	[	]
18.		Issuer Residual Call:				[Applicable/Not Applicable]
			Residual Call Early Redemption Amount:		[	] per Calculation Amount
19.	Make-Whole Redemption by the Issuer:				[Applicable/Not Applicable]
	(a) Make-Whole Redemption Margin:					[[ ] basis points/Not Applicable]
	(b)	Reference Bond:			[CA Selected Bond/[ ]]
	(c)	Quotation Time: Applicable]		[[5.00 p.m. [Brussels/London/[ ]]] time/Not
	(d)	Reference Rate Determination Date:		The [ ] Business Day preceding the relevant Make-Whole Redemption Date
	(e) If redeemable in part:
		(i)	Minimum Amount:	Redemption	[	]
		(ii)	Maximum Amount:	Redemption	[	]
20.	Issuer Maturity Call:					[Applicable/Not Applicable]
	(a)	redeemed:	Period within which Notes may be			As set out in Condition 6.3(d) / [ ]
21.	Investor Put:				[Applicable/Not Applicable]
	(a) Optional Redemption Date(s):				[	]
	(b)		Optional Redemption Amount:		[	] per Calculation Amount
22.	Change of Control Put:		[Applicable/Not Applicable]
			Change of Control Redemption Amount:		[	] per Calculation Amount
23.	Final Redemption Amount:		[	] per Calculation Amount
24.	Early Redemption Amount payable on redemption for taxation reasons or on event of default:		[	] per Calculation Amount

GENERAL PROVISIONS APPLICABLE TO THE NOTES

• 1. Form of Notes:
  2. (a) Form: [Temporary Global Note exchangeable for a Permanent Global Note which is exchangeable for Definitive Notes [on 60

		days' notice given at any time/only upon an Exchange Event]]
		[Temporary Global Note exchangeable for Definitive Notes on and after the Exchange Date]
		[Permanent Global Note exchangeable for Definitive Notes [on 60 days' notice given at any time/only upon an Exchange Event]]
		[Notes shall not be physically delivered in Belgium, except to a clearing system, a depository or other institution for the purpose of their immobilisation in accordance with article 4 of the Belgian Law of 14 December 20055 ]
	[New Global Note:	[Yes][No]]
26.	Additional Financial Centre(s):	[Not Applicable/give details]
27.	Talons for future Coupons to be attached to Definitive Notes:	[Yes, as the Notes have more than 27 coupon payments, Talons may be required if, on exchange into definitive form, more than 27 coupon payments are still to be made/No]

[THIRD PARTY INFORMATION

[Relevant third party information] has been extracted from [specify source]. The Issuer and [each of] the [Original] Guarantor[s] confirms that such information has been accurately reproduced and that, so far as it is aware and is able to ascertain from information published by [specify source], no facts have been omitted which would render the reproduced information inaccurate or misleading.]

⁵ Include for Notes that are to be offered in Belgium.

Signed on behalf of [easyJet plc / easyJet FinCo B.V.]:

By: ...........................................................................

Duly authorised

Signed on behalf of [easyJet plc / easyJet FinCo B.V.]:

By: ...........................................................................

Duly authorised

Signed on behalf of easyJet Airline Company Limited:

By: ...........................................................................

Duly authorised [Signed on behalf of [•]:

By: ...........................................................................

Duly authorised

PART B – OTHER INFORMATION

1. LISTING AND ADMISSION TO TRADING

(i) Listing and Admission to trading: [Application has been made by the Issuer (or on its behalf) for the Notes to be admitted to trading on the London Stock Exchange plc's main market and admitted to the Official List of the Financial Conduct Authority with effect from [ ].]

[Application is expected to be made by the Issuer (or on its behalf) for the Notes to be admitted to trading on the London Stock Exchange plc's main market and admitted to the Official List of the Financial Conduct Authority with effect from [ ].]

(ii) Estimate of total expenses related to admission to trading: [ ]

2. RATINGS

Ratings: [The Notes to be issued [[have been]/[are expected to be]] rated]/[The following ratings reflect ratings assigned to Notes of this type issued under the Programme generally]:

[insert details]] by [insert the legal name of the relevant credit rating agency entity(ies) and associated defined terms].

[Moody's Investors Service Ltd ("Moody's") is established in the UK and is registered under Regulation (EC) No. 1060/2009 (as amended) as it forms part of domestic law by virtue of the EUWA (the "UK CRA Regulation"). The rating issued by Moody's has been endorsed by Moody's Deutschland GmbH ("Moody's Deutschland") in accordance with Regulation (EC) No. 1060/2009 (as amended) (the "CRA Regulation"). ]

[S&P Global Ratings Europe Limited ("S&P") is established in the European Economic Area and is registered under [Regulation (EC) No. 1060/2009 (as amended) (the "CRA Regulation")]/[the CRA Regulation]. The rating issued by S&P has been endorsed by S&P Global Ratings UK Limited in accordance with [Regulation (EC) No. 1060/2009 (as amended) as it forms part of domestic law by virtue of the EUWA (the "UK CRA Regulation")]/[the UK CRA Regulation].]

[Need to include a brief explanation of the meaning of the ratings if this has previously been published by the rating provider.]

3. INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE

[Save for any fees payable to the [Managers/Dealers], so far as the Issuer is aware, no person involved in the issue of the Notes has an interest material to the offer. The [Managers/Dealers] and their affiliates have engaged, and may in the future engage, in investment banking and/or commercial banking transactions with, and may perform other services for, the Issuer, the Guarantors and their affiliates in the ordinary course of business - Amend as appropriate if there are other interests]

1. YIELD (Fixed Rate Notes only)

Indication of yield: [ ]

The yield is calculated at the Issue Date on the basis of the Issue Price. It is not an indication of future yield.

5. OPERATIONAL INFORMATION

• (i) ISIN: [ ]
• (ii) Common Code: [ ]
• (iii) CFI: [[See/[[include code], as updated, as set out on] the website of the Association of National Numbering Agencies (ANNA) or alternatively sourced from the responsible National Numbering Agency that assigned the ISIN/Not Applicable/Not Available]
• (iv) FISN: [[See/[[include code], as updated, as set out on] the website of the Association of National Numbering Agencies (ANNA) or alternatively sourced from the responsible National Numbering Agency that assigned the ISIN/Not Applicable/Not Available]

(If the CFI and/or FISN is not required, requested or available, it/they should be specified to be "Not Applicable")

• (v) Any clearing system(s) other than Euroclear and Clearstream, Luxembourg and the relevant identification number(s): [Not Applicable/give name(s) and number(s)]
• (vi) Delivery: Delivery [against/free of] payment
• (vii) Names and addresses of additional Paying Agent(s) (if any): [ ]
• (viii) [Intended to be held in a manner which would allow Eurosystem eligibility:

[Yes. Note that the designation "yes" simply means that the Notes are intended upon issue to be deposited with one of the ICSDs as common safekeeper and does not necessarily mean that the Notes will be recognised as eligible collateral for Eurosystem monetary policy and intra-day credit operations by the Eurosystem either upon issue or at any or all times during their life. Such recognition will depend upon the ECB being satisfied that Eurosystem eligibility criteria have been met.]/[No. Whilst the designation is specified as "no" at the date of these Final Terms, should the Eurosystem eligibility criteria be amended in the future such that the Notes are capable of meeting them the Notes may then be deposited with one of the ICSDs as common safekeeper. Note that this does not necessarily mean that the Notes will then be recognised as eligible collateral for Eurosystem monetary policy and intra-day credit operations by the Eurosystem at any time during their life. Such recognition will depend upon the ECB being satisfied that Eurosystem eligibility criteria have been met.]]

6. DISTRIBUTION

(i)	Method of distribution:	[Syndicated/Non-syndicated]
(ii)	If syndicated, names of Managers:	[Not Applicable/give names]
(iii)	Date of [Subscription] Agreement:	[ ]
(iv)	If non-syndicated, name of relevant Dealer:	[Not Applicable/give name]
(v)	U.S. Selling Restrictions:	[Reg. S Compliance Category 2; TEFRA D/TEFRA C/TEFRA not applicable]]
(vi)	Prohibition of Sales to EEA Retail Investors:	[Applicable/Not Applicable]
(vii)	Prohibition of Sales to UK Retail Investors:	[Applicable/Not Applicable]
(viii)	Prohibition of Sales to Belgian Consumers:	[Applicable/Not Applicable]

7. USE OF PROCEEDS AND ESTIMATED NET PROCEEDS

(i)	Use of Proceeds:	[See "Use of Proceeds" in the Offering Circular/Give details]
		(See "Use of Proceeds" in the Offering Circular – if reasons for offer different from what is disclosed in the Offering Circular, give details)
(ii)	Estimated net proceeds:	[ ]

TERMS AND CONDITIONS OF THE NOTES

The following are the Terms and Conditions of the Notes which will be incorporated by reference into each Global Note (as defined below) and each definitive Note, in the latter case only if permitted by the relevant stock exchange or other relevant authority (if any) and agreed by the Relevant Issuer and the relevant Dealer at the time of issue but, if not so permitted and agreed, such definitive Note will have endorsed thereon or attached thereto such Terms and Conditions. The applicable Final Terms (or the relevant provisions thereof) will be endorsed upon, or attached to, each Global Note and definitive Note. Reference should be made to "Applicable Final Terms" for a description of the content of Final Terms which will specify which of such terms are to apply in relation to the relevant Notes.

This Note is one of a Series (as defined below) of Notes issued by the Issuer named in the applicable Final Terms (as defined below) (the "Issuer") constituted by a supplemental trust deed (such trust deed as modified and/or supplemented and/or restated from time to time, the "Trust Deed") dated 13 February 2024 made between easyJet plc ("easyJet plc"), easyJet FinCo B.V. ("easyJet B.V."), easyJet Airline Company Limited ("EACL") and Citicorp Trustee Company Limited (the "Trustee", which expression shall include any successor as Trustee).

References herein to the "Notes" shall be references to the Notes of this Series and shall mean:

• (a) in relation to any Notes represented by a global Note (a "Global Note"), units of each Specified Denomination in the Specified Currency;
• (b) any Global Note; and
• (c) any definitive Notes issued in exchange for a Global Note.

The Notes and the Coupons (as defined below) have the benefit of an Agency Agreement (such Agency Agreement as amended and/or supplemented and/or restated from time to time, the "Agency Agreement") dated 13 February 2024 and made between easyJet plc, easyJet B.V., EACL, the Trustee, Citibank, N.A., London Branch as issuing and principal paying agent and agent bank (the "Agent", which expression shall include any successor agent) and the other paying agents named therein (together with the Agent, the "Paying Agents", which expression shall include any additional or successor paying agents).

The final terms for this Note (or the relevant provisions thereof) are set out in Part A of the Final Terms attached to or endorsed on this Note which supplement these Terms and Conditions (the "Conditions"). References to the "applicable Final Terms" are, unless otherwise stated, to Part A of the Final Terms (or the relevant provisions thereof) attached to or endorsed on this Note.

Interest bearing definitive Notes have interest coupons ("Coupons") and, in the case of Notes which, when issued in definitive form, have more than 27 interest payments remaining, talons for further Coupons ("Talons") attached on issue. Any reference herein to Coupons or coupons shall, unless the context otherwise requires, be deemed to include a reference to Talons or talons. Global Notes do not have Coupons or Talons attached on issue.

The Trustee acts for the benefit of the holders for the time being of the Notes (the "Noteholders", which expression shall, in relation to any Notes represented by a Global Note, be construed as provided below) and the holders of the Coupons (the "Couponholders", which expression shall, unless the context otherwise requires, include the holders of the Talons), in accordance with the provisions of the Trust Deed.

As used herein, "Tranche" means Notes which are identical in all respects (including as to listing and admission to trading) and "Series" means a Tranche of Notes together with any further Tranche or Tranches of Notes which (a) are expressed to be consolidated and form a single series and (b) have the same terms and conditions or terms and conditions which are the same in all respects save for the amount and date of the first payment of interest thereon and the date from which interest starts to accrue.

Copies of the Trust Deed (including each Guarantee (as defined below)) and the Agency Agreement are (i) available for inspection or collection during normal business hours at the principal office for the time being of the Trustee being at 13 February 2024 at Citigroup Centre, Canada Square, Canary Wharf, London E14 5LB and at the specified office of each of the Paying Agents or (ii) may be provided by email to a Noteholder following their prior written request to the Trustee or any of the Paying Agents and provision of proof of holding and identity (in a form satisfactory to the Trustee or the relevant Paying Agent, as the case may be). If the Notes are to be admitted to trading on the main market of the London Stock Exchange the applicable Final Terms will be published on the website of the London Stock Exchange through a regulatory information service. The Noteholders and the Couponholders are deemed to have notice of, and are entitled to the benefit of, all the provisions of the Trust Deed (including each Guarantee), the Agency Agreement and the applicable Final Terms which are applicable to them. The statements in the Conditions include summaries of, and are subject to, the detailed provisions of the Trust Deed and the Agency Agreement.

Words and expressions defined in the Trust Deed, the Agency Agreement or used in the applicable Final Terms shall have the same meanings where used in the Conditions unless the context otherwise requires or unless otherwise stated and provided that, in the event of inconsistency between the Trust Deed and the Agency Agreement, the Trust Deed will prevail and, in the event of inconsistency between the Trust Deed or the Agency Agreement and the applicable Final Terms, the applicable Final Terms will prevail.

In the Conditions, "euro" means the currency introduced at the start of the third stage of European economic and monetary union pursuant to the Treaty on the Functioning of the European Union, as amended.

1. FORM, DENOMINATION AND TITLE

The Notes are in bearer form and, in the case of definitive Notes, serially numbered, in the currency (the "Specified Currency") and the denominations (the "Specified Denomination(s)") specified in the applicable Final Terms. Notes of one Specified Denomination may not be exchanged for Notes of another Specified Denomination.

This Note may be a Fixed Rate Note, a Floating Rate Note or a Zero Coupon Note, or a combination of any of the foregoing, depending upon the Interest Basis shown in the applicable Final Terms.

Definitive Notes are issued with Coupons attached, unless they are Zero Coupon Notes in which case references to Coupons and Couponholders in the Conditions are not applicable.

Subject as set out below, title to the Notes and Coupons will pass by delivery. The Issuer, the Guarantors, the Paying Agents and the Trustee will (except as otherwise required by law) deem and treat the bearer of any Note or Coupon as the absolute owner thereof (whether or not overdue and notwithstanding any notice of ownership or writing thereon or notice of any previous loss or theft thereof) for all purposes but, in the case of any Global Note, without prejudice to the provisions set out in the next succeeding paragraph.

For so long as any of the Notes is represented by a Global Note held on behalf of Euroclear Bank SA/NV ("Euroclear") and/or Clearstream Banking S.A. ("Clearstream, Luxembourg"), each person (other than Euroclear or Clearstream, Luxembourg) who is for the time being shown in the records of Euroclear or of Clearstream, Luxembourg as the holder of a particular nominal amount of such Notes (in which regard any certificate or other document issued by Euroclear or Clearstream, Luxembourg as to the nominal amount of such Notes standing to the account of any person shall be conclusive and binding for all purposes save in the case of manifest error) shall be treated by the Issuer, the Guarantors, the Paying Agents and the Trustee as the holder of such nominal amount of such Notes for all purposes other than with respect to the payment of principal or interest on such nominal amount of such Notes, for which purpose the bearer of the relevant Global Note shall be treated by the Issuer, the Guarantors, any Paying Agent and the Trustee as the holder of such nominal amount of such Notes in accordance with and subject to the terms of the relevant Global Note and the expressions "Noteholder" and "holder of Notes" and related expressions shall be construed accordingly. In determining whether a particular person is entitled to a particular nominal amount of Notes as aforesaid, the Trustee may rely on such evidence and/or information and/or certification as it shall, in its absolute discretion, think fit and, if it does so rely, such evidence and/or information and/or certification shall, in the absence of manifest error, be conclusive and binding on all concerned.

Notes which are represented by a Global Note will be transferable only in accordance with the rules and procedures for the time being of Euroclear and Clearstream, Luxembourg, as the case may be. References to Euroclear and/or Clearstream, Luxembourg shall, whenever the context so permits, be deemed to include a reference to any additional or alternative clearing system specified in Part B of the applicable Final Terms.

2. STATUS OF THE NOTES AND THE GUARANTEEs

2.1 Status of the Notes

The Notes and any relative Coupons are direct, unconditional, unsubordinated and (subject to the provisions of Condition 3) unsecured obligations of the Issuer and rank pari passu among themselves and (save for certain obligations required to be preferred by law) equally with all other unsecured obligations (other than subordinated obligations, if any) of the Issuer from time to time outstanding.

2.2 Status of the Guarantees

The payment of principal and interest in respect of the Notes and all other moneys payable by the Issuer under or pursuant to the Trust Deed has been unconditionally and (subject to the provisions of Condition 2.3) irrevocably guaranteed, on a joint and several basis, by each Guarantor in the Trust Deed. The obligations of each Guarantor under the relevant Guarantee (as defined below) are direct, unconditional, unsubordinated and (subject to the provisions of Condition 3) unsecured obligations of the relevant Guarantor and (save for certain obligations required to be preferred by law) rank equally with all other unsecured obligations (other than subordinated obligations, if any) of such Guarantor from time to time outstanding.

2.3 Release of a Guarantor

In accordance with the Trust Deed, a Guarantor (other than, where easyJet B.V. is the Issuer, easyJet plc) will cease to be a Guarantor and the relevant Guarantee will be terminated on the relevant Guarantee End Date.

Once a Guarantee has been terminated, the relevant Guarantor will be released from all of its obligations under such Guarantee and the Trust Deed and will have no further obligation in respect of any amount due under any Notes.

Each Guarantor shall be deemed to be aware of, and be bound by, the provisions of the Trust Deed and this Condition 2.3, and any such release. Each Guarantor remaining after any such release shall continue to be bound by the terms of its Guarantee, notwithstanding any such release of another Guarantor.

2.4 Additional Guarantors

The Issuer may from time to time and in accordance with the terms of the Trust Deed appoint or procure to be appointed, with effect from the relevant New Guarantee Date, any other entity (the "relevant entity") as an Additional Guarantor. In order to appoint an entity as an Additional Guarantor, the Issuer and the relevant entity shall (a) execute and deliver to the Trustee a supplemental deed substantially in the form scheduled to the Trust Deed or such other form satisfactory to the Trustee (acting reasonably), whereby the relevant entity provides a guarantee in respect of the Notes in favour of the Trustee and the Noteholders on substantially the same terms (subject to any laws applicable to any such new Guarantee or Additional Guarantor) as each other Guarantee (in the reasonable opinion of the Trustee) and agrees to be bound as a Guarantor under the Trust Deed, as more fully set out in the Trust Deed, and (b) comply with certain other conditions set out in the Trust Deed.

2.5 Notice of release or appointment

The Issuer shall cause notice of the release of any Guarantor or appointment of any Additional Guarantor to be given to the Noteholders in accordance with Condition 13 no later than 14 days after such release or appointment.

2.6 Definitions

In these Conditions:

(a) "Additional Guarantor" means an entity which has become an Additional Guarantor in accordance with the Trust Deed as set out in Condition 2.4;

• (b) "Guarantee" means each of the guarantees provided in respect of the Notes to be given by the Guarantors pursuant to the Trust Deed, and together the "Guarantees";
• (c) "Guarantee End Date" means, in respect of a Guarantee provided by a Guarantor (other than, where easyJet B.V. is the Issuer, easyJet plc), the date specified in a certificate of a Senior Financial Officer of easyJet plc (either in its capacity as the Issuer or in its capacity as the Guarantor, as applicable) (in a form satisfactory to the Trustee) which is sent to the Trustee (such date to be no more than seven days after the date on which the certificate is delivered to the Trustee) (A) requiring that such Guarantor be released; and (B) certifying to the Trustee as of the date specified in such certificate that:
  • (i) no Event of Default shall have occurred and be continuing;
  • (ii) no amount shall be due and payable under the relevant Guarantee;
  • (iii) (I) the relevant Guarantor will not be a party to, or an obligor under, the Facilities Agreement (as defined in Condition 14.2), and (II) easyJet plc (or a Subsidiary of easyJet plc which is guaranteed by easyJet plc) will be the principal obligor under the Facilities Agreement; and
  • (iv) (I) easyJet plc has provided details of the proposed Guarantor release to each of the Rating Agencies (as defined in Condition 6.5) then rating the Notes, and (II) each of the Rating Agencies then rating the Notes has either (A) confirmed in writing that it has determined that it would not downgrade or withdraw the credit rating assigned by it to the Notes as a result of the release of the relevant Guarantor, or (B) not indicated to easyJet plc, within 30 days of easyJet plc providing details of the proposed Guarantor release to such Rating Agency, that it would downgrade or withdraw (or is considering downgrading or withdrawing) the credit rating assigned by it to the Notes as a result of the release of the relevant Guarantor;
• (d) "Guarantors" means, in respect of
  • (i) Notes issued by easyJet B.V., easyJet plc and EACL; and
  • (ii) Notes issued by easyJet plc, easyJet B.V. and EACL,

and, in each case, any Additional Guarantor, but does not include any entity which has been released from its obligations as a Guarantor in accordance with the Trust Deed as set out in Condition 2.3;

• (e) "New Guarantee Date" means, in respect of a new Guarantee to be provided by an Additional Guarantor, the date on which (i) the supplemental trust deed referred to Condition 2.4(a) has been executed and delivered by the Issuer, the relevant Additional Guarantor and the Trustee, and (ii) the other conditions set out in the Trust Deed and referred to in Condition 2.4(b) have been complied with.
• (f) "Senior Financial Officer" means any of the chief financial officer, group financial director, principal accounting officer or treasurer of easyJet plc; and
• (g) "Subsidiary" means, in relation to any person (the "first person") at any particular time, any other person (the "second person"):
  • (i) whose affairs and policies the first person, directly or indirectly, controls or has power to control, whether by ownership or share capital, contract, the power to appoint or remove members of the governing body of the second person or otherwise; or
  • (ii) whose financial statements are, in accordance with applicable law and generally accepted accounting principles, consolidated with those of the first person.

3. NEGATIVE PLEDGE

So long as any of the Notes remains outstanding:

• (a) the Issuer undertakes that it will not, and it will procure that none of its Subsidiaries (as defined in Condition 2.6) will, create or have outstanding any mortgage, charge, lien, pledge or other security interest (each a "Security Interest"), other than a Permitted Security Interest, upon, or with respect to, any of their present or future business, undertaking, assets or revenues (including any uncalled capital) of the Issuer and/or any of its Subsidiaries to secure any Relevant Indebtedness (as defined below), unless the Issuer, in the case of the creation of a Security Interest, before or at the same time and, in any other case, promptly, takes any and all action necessary to ensure that:
  • (i) all amounts payable by it under the Notes, the Coupons and the Trust Deed are secured by the Security Interest equally and rateably with the Relevant Indebtedness to the satisfaction of the Trustee; or
  • (ii) such other Security Interest or other arrangement (whether or not it includes the giving of a Security Interest) is provided either (A) as the Trustee in its absolute discretion deems not materially less beneficial to the interests of the Noteholders or (B) as is approved by an Extraordinary Resolution (as defined in the Trust Deed) of the Noteholders.
• (b) each Guarantor undertakes that it will not, and it will procure that none of its Subsidiaries will, create or have outstanding any Security Interest, other than a Permitted Security Interest, upon, or with respect to, any of their present or future business, undertaking, assets or revenues (including any uncalled capital) of such Guarantor and/or any of its Subsidiaries to secure any Relevant Indebtedness, unless such Guarantor, in the case of the creation of a Security Interest, before or at the same time and, in any other case, promptly, takes any and all action necessary to ensure that:
  • (i) all amounts payable by it under the relevant Guarantee and the Trust Deed are secured by the Security Interest equally and rateably with the Relevant Indebtedness to the satisfaction of the Trustee; or
  • (ii) such other Security Interest or other arrangement (whether or not it includes the giving of a Security Interest) is provided either (A) as the Trustee in its absolute discretion deems not materially less beneficial to the interests of the Noteholders or (B) as is approved by an Extraordinary Resolution (as defined in the Trust Deed) of the Noteholders.

For the purposes of these Conditions:

• (a) "Permitted Security Interest" means (i) any Security Interest which directly or indirectly secures any aircraft or aircraft equipment of the Issuer, any Guarantor or any of their respective Subsidiaries; or (ii) any Security Interest existing on property at the time of the acquisition thereof by the Issuer, any Guarantor or any of their respective Subsidiaries, provided that such Security Interest was not created in connection with or in contemplation of such acquisition and that the amount secured by such Security Interest is not increased subsequently to the acquisition of the relevant property; and
• (b) "Relevant Indebtedness" means (i) any present or future indebtedness (whether being principal, premium, interest or other amounts) for or in respect of any notes, bonds, debentures, debenture stock, loan stock or other securities which with the consent of the issuer of the indebtedness are for the time being (or are intended to be) quoted, listed or ordinarily dealt in on any stock exchange, over-the-counter or other securities market, and (ii) any guarantee or indemnity in respect of any such indebtedness.

4. INTEREST

4.1 Interest on Fixed Rate Notes

Each Fixed Rate Note bears interest from (and including) the Interest Commencement Date at the rate(s) per annum equal to the Rate(s) of Interest. Interest will be payable in arrear on the Interest Payment Date(s) in each year up to (and including) the Maturity Date.

If the Notes are in definitive form, except as provided in the applicable Final Terms, the amount of interest payable on each Interest Payment Date in respect of the Fixed Interest Period ending on (but excluding) such date will amount to the Fixed Coupon Amount. Payments of interest on any Interest Payment Date will, if so specified in the applicable Final Terms, amount to the Broken Amount so specified.

As used in the Conditions, "Fixed Interest Period" means the period from (and including) an Interest Payment Date (or the Interest Commencement Date) to (but excluding) the next (or first) Interest Payment Date.

Except in the case of Notes in definitive form where an applicable Fixed Coupon Amount or Broken Amount is specified in the applicable Final Terms, interest shall be calculated in respect of any period by applying the Rate of Interest to:

• (a) in the case of Fixed Rate Notes which are represented by a Global Note, the aggregate outstanding nominal amount of the Fixed Rate Notes represented by such Global Note; or
• (b) in the case of Fixed Rate Notes in definitive form, the Calculation Amount;

and, in each case, multiplying such sum by the applicable Day Count Fraction. The resultant figure (including after application of any Fixed Coupon Amount or Broken Amount to the Calculation Amount in the case of Fixed Rate Notes in definitive form) shall be rounded to the nearest sub-unit of the relevant Specified Currency, half of any such sub-unit being rounded upwards or otherwise in accordance with applicable market convention. Where the Specified Denomination of a Fixed Rate Note in definitive form is a multiple of the Calculation Amount, the amount of interest payable in respect of such Fixed Rate Note shall be the product of the amount (determined in the manner provided above) for the Calculation Amount and the amount by which the Calculation Amount is multiplied to reach the Specified Denomination, without any further rounding.

"Day Count Fraction" means, in respect of the calculation of an amount of interest in accordance with this Condition 4.1:

• (a) if "Actual/Actual (ICMA)" is specified in the applicable Final Terms:
  • (i) in the case of Notes where the number of days in the relevant period from (and including) the most recent Interest Payment Date (or, if none, the Interest Commencement Date) to (but excluding) the relevant payment date (the "Accrual Period") is equal to or shorter than the Determination Period during which the Accrual Period ends, the number of days in such Accrual Period divided by the product of (I) the number of days in such Determination Period and (II) the number of Determination Dates (as specified in the applicable Final Terms) that would occur in one calendar year; or
  • (ii) in the case of Notes where the Accrual Period is longer than the Determination Period during which the Accrual Period ends, the sum of:
    • (A) the number of days in such Accrual Period falling in the Determination Period in which the Accrual Period begins divided by the product of (x) the number of days in such Determination Period and (y) the number of Determination Dates that would occur in one calendar year; and
    • (B) the number of days in such Accrual Period falling in the next Determination Period divided by the product of (x) the number of days

in such Determination Period and (y) the number of Determination Dates that would occur in one calendar year; and

• (b) if "30/360" is specified in the applicable Final Terms, the number of days in the period from (and including) the most recent Interest Payment Date (or, if none, the Interest Commencement Date) to (but excluding) the relevant payment date (such number of days being calculated on the basis of a year of 360 days with 12 30-day months) divided by 360.
• (c) In the Conditions:

"Determination Period" means each period from (and including) a Determination Date to (but excluding) the next Determination Date (including, where either the Interest Commencement Date or the final Interest Payment Date is not a Determination Date, the period commencing on the first Determination Date prior to, and ending on the first Determination Date falling after, such date); and

"sub-unit" means, with respect to any currency other than euro, the lowest amount of such currency that is available as legal tender in the country of such currency and, with respect to euro, one cent.

4.2 Interest on Floating Rate Notes

(a) Interest Payment Dates

Each Floating Rate Note bears interest from (and including) the Interest Commencement Date and such interest will be payable in arrear on either:

• (i) the Specified Interest Payment Date(s) in each year specified in the applicable Final Terms; or
• (ii) if no Specified Interest Payment Date(s) is/are specified in the applicable Final Terms, each date (each such date, together with each Specified Interest Payment Date, an "Interest Payment Date") which falls the number of months or other period specified as the Specified Period in the applicable Final Terms after the preceding Interest Payment Date or, in the case of the first Interest Payment Date, after the Interest Commencement Date.

Such interest will be payable in respect of each Interest Period. In the Conditions, "Interest Period" means the period from (and including) an Interest Payment Date (or the Interest Commencement Date) to (but excluding) the next (or first) Interest Payment Date or the relevant payment date if the Notes become payable on a date other than an Interest Payment Date.

If a Business Day Convention is specified in the applicable Final Terms and (x) if there is no numerically corresponding day in the calendar month in which an Interest Payment Date should occur or (y) if any Interest Payment Date would otherwise fall on a day which is not a Business Day, then, if the Business Day Convention specified is:

• (A) in any case where Specified Periods are specified in accordance with Condition 4.2(a)(ii) above, the Floating Rate Convention, such Interest Payment Date (a) in the case of (x) above, shall be the last day that is a Business Day in the relevant month and the provisions of (ii) below shall apply mutatis mutandis or (b) in the case of (y) above, shall be postponed to the next day which is a Business Day unless it would thereby fall into the next calendar month, in which event (i) such Interest Payment Date shall be brought forward to the immediately preceding Business Day and (ii) each subsequent Interest Payment Date shall be the last Business Day in the month which falls the Specified Period after the preceding applicable Interest Payment Date occurred; or
• (B) the Following Business Day Convention, such Interest Payment Date shall be postponed to the next day which is a Business Day; or
• (C) the Modified Following Business Day Convention, such Interest Payment Date shall be postponed to the next day which is a Business Day unless it would thereby fall into the next calendar month, in which event such Interest Payment Date shall be brought forward to the immediately preceding Business Day; or
• (D) the Preceding Business Day Convention, such Interest Payment Date shall be brought forward to the immediately preceding Business Day.

In the Conditions, "Business Day" means a day which is both:

• (a) a day on which commercial banks and foreign exchange markets settle payments and are open for general business (including dealing in foreign exchange and foreign currency deposits) in London and each Additional Business Centre specified in the applicable Final Terms; and
• (b) either (i) in relation to any sum payable in a Specified Currency other than euro, a day on which commercial banks and foreign exchange markets settle payments and are open for general business (including dealing in foreign exchange and foreign currency deposits) in the principal financial centre of the country of the relevant Specified Currency (which if the Specified Currency is Australian dollars or New Zealand dollars shall be Sydney and Auckland, respectively) or (ii) in relation to any sum payable in euro, a day on which the trans-European automated real-time gross settlement express transfer system or any successor or replacement for that system ("T2") is open.

(b) Rate of Interest

The Rate of Interest payable for each interest Period in respect of Floating Rate Notes will, subject to Condition 4.2(h) and subject as provided below, be either:

• (A) the offered quotation; or
• (B) the arithmetic mean (rounded if necessary to the fifth decimal place, with 0.000005 being rounded upwards) of the offered quotations,

(expressed as a percentage rate per annum) for the Reference Rate which appears or appear, as the case may be, on the Relevant Screen Page (or such replacement page on that service which displays the information) as at 11.00 a.m. (Brussels time) on the Interest Determination Date in question plus or minus (as indicated in the applicable Final Terms) the Margin (if any), all as determined by the Agent. If five or more of such offered quotations are available on the Relevant Screen Page, the highest (or, if there is more than one such highest quotation, one only of such quotations) and the lowest (or, if there is more than one such lowest quotation, one only of such quotations) shall be disregarded by the Agent for the purpose of determining the arithmetic mean (rounded as provided above) of such offered quotations.

The Agency Agreement contains provisions for determining the Rate of Interest in the event that the Relevant Screen Page is not available or if, in the case of (A) above, no such offered quotation appears or, in the case of (B) above, fewer than three such offered quotations appear, in each case as at the time specified in the preceding paragraph.

Unless otherwise stated in the applicable Final Terms, the Minimum Rate of Interest shall be deemed to be zero.

(c) Minimum Rate of Interest and/or Maximum Rate of Interest

If the applicable Final Terms specifies a Minimum Rate of Interest for any Interest Period, then, in the event that the Rate of Interest in respect of such Interest Period determined in accordance with the provisions of paragraph (b) above is less than such Minimum Rate of Interest, the Rate of Interest for such Interest Period shall be such Minimum Rate of Interest.

If the applicable Final Terms specifies a Maximum Rate of Interest for any Interest Period, then, in the event that the Rate of Interest in respect of such Interest Period determined in accordance with the provisions of paragraph (b) above is greater than such Maximum Rate of Interest, the Rate of Interest for such Interest Period shall be such Maximum Rate of Interest.

(d) Determination of Rate of Interest and calculation of Interest Amounts

The Agent will at or as soon as practicable after each time at which the Rate of Interest is to be determined, determine the Rate of Interest for the relevant Interest Period.

The Agent will calculate the amount of interest (the "Interest Amount") payable on the Floating Rate Notes for the relevant Interest Period by applying the Rate of Interest to:

• (A) in the case of Floating Rate Notes which are represented by a Global Note, the aggregate outstanding nominal amount of the Notes represented by such Global Note; or
• (B) in the case of Floating Rate Notes in definitive form, the Calculation Amount;

and, in each case, multiplying such sum by the applicable Day Count Fraction, and rounding the resultant figure to the nearest sub-unit of the relevant Specified Currency, half of any such sub-unit being rounded upwards or otherwise in accordance with applicable market convention. Where the Specified Denomination of a Floating Rate Note in definitive form is a multiple of the Calculation Amount, the Interest Amount payable in respect of such Note shall be the product of the amount (determined in the manner provided above) for the Calculation Amount and the amount by which the Calculation Amount is multiplied to reach the Specified Denomination, without any further rounding.

"Day Count Fraction" means, in respect of the calculation of an amount of interest in accordance with this Condition 4.2:

• (i) if "Actual/Actual (ISDA)" or "Actual/Actual" is specified in the applicable Final Terms, the actual number of days in the Interest Period divided by 365 (or, if any portion of that Interest Period falls in a leap year, the sum of (I) the actual number of days in that portion of the Interest Period falling in a leap year divided by 366 and (II) the actual number of days in that portion of the Interest Period falling in a non-leap year divided by 365);
• (ii) if "Actual/365 (Fixed)" is specified in the applicable Final Terms, the actual number of days in the Interest Period divided by 365;
• (iii) if "Actual/365 (Sterling)" is specified in the applicable Final Terms, the actual number of days in the Interest Period divided by 365 or, in the case of an Interest Payment Date falling in a leap year, 366;
• (iv) if "Actual/360" is specified in the applicable Final Terms, the actual number of days in the Interest Period divided by 360;
• (v) if "30/360", "360/360" or "Bond Basis" is specified in the applicable Final Terms, the number of days in the Interest Period divided by 360, calculated on a formula basis as follows:

Day Count Fraction =

$$\frac{\left[360 \times (Y_2 - Y_1)\right] + \left[30 \times (M_2 - M_1)\right] + \left(D_2 - D_1\right)}{360}$$

where:

"Y1" is the year, expressed as a number, in which the first day of the Interest Period falls;

"Y2" is the year, expressed as a number, in which the day immediately following the last day of the Interest Period falls;

"M1" is the calendar month, expressed as a number, in which the first day of the Interest Period falls;

"M2" is the calendar month, expressed as a number, in which the day immediately following the last day of the Interest Period falls;

"D1" is the first calendar day, expressed as a number, of the Interest Period, unless such number is 31, in which case D1 will be 30; and

"D2" is the calendar day, expressed as a number, immediately following the last day included in the Interest Period, unless such number would be 31 and D1 is greater than 29, in which case D2 will be 30;

(vi) if "30E/360" or "Eurobond Basis" is specified in the applicable Final Terms, the number of days in the Interest Period divided by 360, calculated on a formula basis as follows:

Day Count Fraction =

$$\frac{\left[360 \times (Y_2 - Y_1)\right] + \left[30 \times (M_2 - M_1)\right] + \left(D_2 - D_1\right)}{360}$$

where:

"Y1" is the year, expressed as a number, in which the first day of the Interest Period falls;

"Y2" is the year, expressed as a number, in which the day immediately following the last day of the Interest Period falls;

"M1" is the calendar month, expressed as a number, in which the first day of the Interest Period falls;

"M2" is the calendar month, expressed as a number, in which the day immediately following the last day of the Interest Period falls;

"D1" is the first calendar day, expressed as a number, of the Interest Period, unless such number would be 31, in which case D1 will be 30; and

"D2" is the calendar day, expressed as a number, immediately following the last day included in the Interest Period, unless such number would be 31, in which case D2 will be 30;

(vii) if "30E/360 (ISDA)" is specified in the applicable Final Terms, the number of days in the Interest Period divided by 360, calculated on a formula basis as follows:

Day Count Fraction =

$$\frac{[360 \times (Y_2 - Y_1)] + [30 \times (M_2 - M_1)] + (D_2 - D_1)}{360}$$

where:

"Y1" is the year, expressed as a number, in which the first day of the Interest Period falls;

"Y2" is the year, expressed as a number, in which the day immediately following the last day of the Interest Period falls;

"M1" is the calendar month, expressed as a number, in which the first day of the Interest Period falls;

"M2" is the calendar month, expressed as a number, in which the day immediately following the last day of the Interest Period falls;

"D1" is the first calendar day, expressed as a number, of the Interest Period, unless (i) that day is the last day of February or (ii) such number would be 31, in which case D1 will be 30; and

"D2" is the calendar day, expressed as a number, immediately following the last day included in the Interest Period, unless (i) that day is the last day of February but not the Maturity Date or (ii) such number would be 31, in which case D2 will be 30.

(e) Linear Interpolation

Where Linear Interpolation is specified as applicable in respect of an Interest Period in the applicable Final Terms, the Rate of Interest for such Interest Period shall be calculated by the Agent by straight line linear interpolation by reference to two rates based on the relevant Reference Rate, one of which shall be determined as if the Designated Maturity were the period of time for which rates are available next shorter than the length of the relevant Interest Period and the other of which shall be determined as if the Designated Maturity were the period of time for which rates are available next longer than the length of the relevant Interest Period provided however that if there is no rate available for a period of time next shorter or, as the case may be, next longer, then the Agent shall determine such rate at such time and by reference to such sources as the Issuer (in consultation with a Calculation Agent) determines appropriate.

"Designated Maturity" means the period of time designated in the Reference Rate.

(f) Notification of Rate of Interest and Interest Amounts

The Agent will cause the Rate of Interest and each Interest Amount for each Interest Period and the relevant Interest Payment Date to be notified to the Issuer, the Trustee and any stock exchange (or any listing agent in respect of such stock exchange, as the case may be) on which the relevant Floating Rate Notes are for the time being listed and notice thereof to be published in accordance with Condition 13 as soon as possible after their determination but in no event later than the fifth London Business Day thereafter. Each Interest Amount and Interest Payment Date so notified may subsequently be amended (or appropriate alternative arrangements made by way of adjustment) without prior notice in the event of an extension or shortening of the Interest Period. Any such amendment will promptly be notified to each stock exchange on which the relevant Floating Rate Notes are for the time being listed and to the Noteholders in accordance with Condition 13. For the purposes of this paragraph, the expression "London Business Day" means a day (other than a Saturday or a Sunday) on which banks and foreign exchange markets are open for general business in London.

(g) Certificates to be final

All certificates, communications, opinions, determinations, calculations, quotations and decisions given, expressed, made or obtained for the purposes of the provisions of this Condition 4.2 by the Agent shall (in the absence of wilful default, bad faith or manifest error) be binding on the Issuer, the Guarantors, the Trustee, the Agent, the other Paying Agents and all Noteholders and Couponholders and (in the absence of wilful default or bad faith) no liability to the Issuer, the Guarantors, the Trustee, the Noteholders or the Couponholders shall attach to the Agent in connection with the exercise or non-exercise by it of its powers, duties and discretions pursuant to such provisions.

(h) Benchmark Discontinuation

(i) Independent Adviser

If a Benchmark Event occurs in relation to an Original Reference Rate at any time when these Conditions provide for any remaining Rate of Interest (or any component part thereof) to be determined by reference to such Original Reference Rate, then the Issuer and the Guarantors shall use their reasonable endeavours to appoint an Independent Adviser, as soon as reasonably practicable, to determine a Successor Rate, failing which an Alternative Rate (in accordance with Condition 4.2(h)(ii)) and, in either case, an Adjustment Spread (in accordance with Condition 4.2(h)(iii)) and any Benchmark Amendments (in accordance with Condition 4.2(h)(iv)) by no later than five Business Days prior to the Interest Determination Date relating to the next Interest Period for which the Rate of Interest (or any component thereof) is to be determined by reference to the relevant Original Reference Rate (the "Determination Cut-off Date").

An Independent Adviser appointed pursuant to this Condition 4.2(h) shall act in good faith and (in the absence of bad faith or fraud) shall have no liability whatsoever to the Issuer, the Guarantors, the Trustee, the Paying Agents, any other party specified in the applicable Final Terms as being responsible for calculating the Rate of Interest, the Noteholders or the Couponholders for any determination made by it pursuant to this Condition 4.2(h).

(ii) Successor Rate or Alternative Rate

If the Independent Adviser, acting in good faith and in a commercially reasonable manner, determines that:

• (A) there is a Successor Rate, then such Successor Rate (as adjusted by the applicable Adjustment Spread as provided in Condition 4.2(h)(iii)) shall subsequently be used in place of the Original Reference Rate to determine the relevant Rate(s) of Interest (or the relevant component part(s) thereof) for the relevant Interest Period and all following Interest Periods (subject to the further operation of this Condition 4.2(h)); or
• (B) there is no Successor Rate but that there is an Alternative Rate, then such Alternative Rate (as adjusted by the applicable Adjustment Spread as provided in Condition 4.2(h)(iii)) shall subsequently be used in place of the Original Reference Rate to determine the relevant Rate(s) of Interest (or the relevant component part(s) thereof) for the relevant Interest Period and all following Interest Periods (subject to the further operation of this Condition 4.2(h)).

(iii) Adjustment Spread

If a Successor Rate or Alternative Rate is determined in accordance with Condition 4.2(h)(ii), the Independent Adviser, acting in good faith and in a commercially reasonable manner, shall determine an Adjustment Spread (which may be expressed as a specified quantum or a formula or methodology for determining the applicable Adjustment Spread (and, for the avoidance of doubt, an Adjustment Spread may be positive, negative or zero)), which Adjustment Spread shall be applied to the Successor Rate or the Alternative Rate (as the case may be) for each subsequent determination of a relevant Rate of Interest (or a relevant component part thereof) by reference to such Successor Rate or Alternative Rate (as applicable).

(iv) Benchmark Amendments

If any Successor Rate or Alternative Rate and (in either case) the applicable Adjustment Spread is determined in accordance with this Condition 4.2(h) and the Independent Adviser, acting in good faith and in a commercially reasonable manner, determines (A) that amendments to these Conditions and/or the Trust Deed (including, without limitation, amendments to the definitions of Day Count Fraction, Business Day or Relevant Screen Page) are necessary to ensure the proper operation of such Successor Rate or Alternative Rate and/or (in either case) Adjustment Spread (such amendments, the "Benchmark Amendments") and (B) the terms of the Benchmark Amendments, then the Issuer and the Guarantors shall, following consultation with the Agent (or any other party specified in the applicable Final Terms as being responsible for calculating the Rate of Interest), subject to giving notice thereof in accordance with Condition 4.2(h)(v), without any requirement for the consent or approval of Noteholders or Couponholders, vary these Conditions and/or the Trust Deed (as applicable) to give effect to such Benchmark Amendments with effect from the date specified in such notice.

At the request of the Issuer and the Guarantors, but subject to receipt by the Trustee and the Agent of a certificate signed by an Authorised Officer of easyJet plc pursuant to Condition 4.2(h)(v), the Trustee and the Agent shall (at the expense of the Issuer, failing whom the Guarantors), without any requirement for the consent or approval of Noteholders or Couponholders, be obliged to concur with the Issuer and the Guarantors in effecting any Benchmark Amendments (including, inter alia, by the execution of a supplemental agency agreement and a deed supplemental to or amending the Trust Deed, as applicable) and neither the Trustee nor the Agent shall be liable to any party for any consequences thereof, provided that neither the Trustee nor the Agent shall be obliged so to concur if in the sole opinion of the Trustee or, as the case may be, the Agent, doing so would impose more onerous obligations upon it or expose it to any additional duties, responsibilities or liabilities or reduce rights and/or the protective provisions afforded to the Trustee or the Agent in these Conditions, the Agency Agreement or the Trust Deed, as applicable, (including, for the avoidance of doubt, any supplemental agency agreement or supplemental trust deed) in any way.

(v) Notices, etc.

On or before the Determination Cut-off Date, the Issuer, failing whom the Guarantors, will notify the Trustee, the Agent, any other party specified in the applicable Final Terms as being responsible for calculating the Rate of Interest, the other Paying Agents and, in accordance with Condition 13, the Noteholders, of any Successor Rate, Alternative Rate, Adjustment Spread and the specific terms of any Benchmark Amendments determined under this Condition 4.2(h). Such notice shall be irrevocable and shall specify the effective date of the Benchmark Amendments, if any.

No later than notifying the Trustee of the same, easyJet plc shall deliver to the Trustee a certificate signed by an Authorised Officer:

• (A) confirming (i) that a Benchmark Event has occurred, (ii) the Successor Rate or, as the case may be, the Alternative Rate, (iii) the applicable Adjustment Spread and (iv) the specific terms of any Benchmark Amendments, in each case as determined in accordance with the provisions of this Condition 4.2(h); and
• (B) certifying that the Benchmark Amendments (if any) are necessary to ensure the proper operation of such Successor Rate or Alternative Rate and/or (in either case) the applicable Adjustment Spread.

The Trustee shall be entitled to rely on such certificate (without inquiry and without liability to any person) as sufficient evidence thereof. The Successor Rate or Alternative Rate and (in either case) the applicable Adjustment Spread and the Benchmark Amendments (if any) specified in such certificate will (in the absence of manifest error or bad faith in the determination of the Successor Rate or Alternative Rate and the applicable Adjustment Spread and the Benchmark Amendments (if any) and without prejudice to the Trustee's ability to rely on such certificate as aforesaid) be binding on the Issuer, the Guarantors, the Trustee, the Agent, any other party specified in the applicable Final Terms as being responsible for calculating the Rate of Interest, the other Paying Agents and the Noteholders and Couponholders as of their effective date.

(vi) Survival of Original Reference Rate

Without prejudice to the obligations of the relevant Independent Adviser, the Issuer or the Guarantors under the provisions of this Condition 4.2(h), the Original Reference Rate and the fallback provisions provided for in Condition 4.2(b)(ii) will continue to apply unless and until a Benchmark Event has occurred.

(vii) Fallbacks

If, following the occurrence of a Benchmark Event and in relation to the determination of the Rate of Interest on the relevant Interest Determination Date, the Issuer and the Guarantors are unable to appoint an Independent Adviser, or the Independent Adviser appointed fails to determine a Successor Rate or Alternative Rate (as applicable) or (in either case) applicable Adjustment Spread is determined and notified to the Trustee, the Agent or any other party specified in the applicable Final Terms as being responsible for calculating the Rate of Interest (as applicable), in each case pursuant to this Condition 4.2(h), prior to the Determination Cut-off Date, the Original Reference Rate will continue to apply for the purposes of determining such Rate of Interest on such Interest Determination Date, with the effect that the fallback provisions provided for in Condition 4.2(b)(ii) will (if applicable) continue to apply to such determination.

For the avoidance of doubt, this Condition 4.2(h)(vii) shall apply to the determination of the Rate of Interest on the relevant Interest Determination Date only, and the Rate of Interest applicable to any subsequent Interest Period(s) is subject to the subsequent operation of, and to adjustment as provided in, this Condition 4.2(h).

(viii) Definitions

As used in this Condition 4.2(h):

"Adjustment Spread" means either (a) a spread (which may be positive, negative or zero), or (b) a formula or methodology for calculating a spread, in either case which the Independent Adviser determines is required to be applied to the relevant Successor Rate or Alternative Rate (as applicable) and is the spread, formula or methodology which:

• (A) in the case of a Successor Rate, is formally recommended or formally provided as an option for parties to adopt, in relation to the replacement of the Original Reference Rate with the Successor Rate by any Relevant Nominating Body; or
• (B) in the case of an Alternative Rate or (where (A) above does not apply) in the case of a Successor Rate, the Independent Adviser determines is recognised or acknowledged as being in customary market usage in international debt capital markets transactions which reference the Original Reference Rate, where such rate has been replaced by the Successor Rate or the Alternative Rate (as the case may be); or
• (C) if the Independent Adviser determines that neither sub-paragraph (A) or (B) above applies, the Independent Adviser acting in good faith and in a commercially reasonable manner, determines to be appropriate to reduce or eliminate, to the extent reasonably practicable in the circumstances, any economic prejudice or benefit (as the case may be) to Noteholders as

a result of the replacement of the Original Reference Rate with the Successor Rate or the Alternative Rate (as the case may be);

"Alternative Rate" means an alternative to the Original Reference Rate which the Independent Adviser determines in accordance with Condition 4.2(h)(ii) has replaced the Original Reference Rate in customary market usage in the international debt capital markets for the purposes of determining floating rates of interest (or the relevant component part thereof) for debt securities with a commensurate interest period and in the same Specified Currency as the Notes, or if the Independent Adviser determines that there is no such rate, such other rate as the Independent Adviser determines in its sole discretion is most comparable to the Original Reference Rate;

"Benchmark Amendments" has the meaning given to it in Condition 4.2(iv);

"Benchmark Event" means, with respect to an Original Reference Rate:

• (A) the Original Reference Rate ceasing to be published for at least five Business Days or ceasing to exist or be administered; or
• (B) the making of a public statement by the administrator of the Original Reference Rate that it has ceased publishing the Original Reference Rate permanently or indefinitely (in circumstances where no successor administrator has been appointed that will continue publication of the Original Reference Rate); or
• (C) the later of (i) the making of a public statement by the administrator of the Original Reference Rate that it will, on or before a specified date, cease publishing the Original Reference Rate permanently or indefinitely (in circumstances where no successor administrator has been appointed that will continue publication of the Original Reference Rate) and (ii) the date falling six months prior to the specified date referred to in (C)(i); or
• (D) the making of a public statement by the supervisor of the administrator of the Original Reference Rate that the Original Reference Rate has been permanently or indefinitely discontinued; or
• (E) the later of (i) the making of a public statement by the supervisor of the administrator of the Original Reference Rate that the Original Reference Rate will, on or before a specified date, be permanently or indefinitely discontinued and (ii) the date falling six months prior to the specified date referred to in (E)(i); or
• (F) the later of (i) the making of a public statement by the supervisor of the administrator of the Original Reference Rate that means the Original Reference Rate will be prohibited from being used or that its use will be subject to restrictions or adverse consequences, in each case on or before a specified date and (ii) the date falling six months prior to the specified date referred to in (F)(i); or
• (G) it has or will prior to the next Interest Determination Date become unlawful for the Issuer, the Guarantors, the Agent, any other party specified in the applicable Final Terms as being responsible for calculating the Rate of Interest or any Paying Agent to calculate any payments due to be made to any Noteholder or Couponholder using the Original Reference Rate; or
• (H) the making of a public statement by the supervisor of the administrator of such Original Reference Rate announcing that such Original Reference Rate is no longer representative or may no longer be used; or

(I) the later of (i) the making of a public statement by the supervisor of the administrator of such Original Reference Rate announcing that such Original Reference Rate will, on or before a specified date, no longer be representative or will no longer be used and (ii) the date falling six months prior to the specified date referred to in (I)(i);

"Independent Adviser" means an independent financial institution of international repute or an independent financial adviser with appropriate expertise in the international debt capital markets appointed by the Issuer and the Guarantors, at their own expense, under Condition 4.2(h)(i);

"Original Reference Rate" means the originally-specified Reference Rate used to determine the relevant Rate of Interest (or any component part thereof) in respect of any Interest Period(s) (provided that if, following one or more Benchmark Events, such originally specified Reference Rate (or any Successor Rate or Alternative Rate which has replaced it) has been replaced by a (or a further) Successor Rate or Alternative Rate and a Benchmark Event subsequently occurs in respect of such Successor Rate or Alternative Rate, the term "Original Reference Rate" shall include any such Successor Rate or Alternative Rate);

"Relevant Nominating Body" means, in respect of an Original Reference Rate:

• (A) the central bank for the currency to which the Original Reference Rate relates, or any central bank or other supervisory authority which is responsible for supervising the administrator of the Original Reference Rate; or
• (B) any working group or committee sponsored by, chaired or co-chaired by or constituted at the request of (i) the central bank for the currency to which the Original Reference Rate relates, (ii) any central bank or other supervisory authority which is responsible for supervising the administrator of the Original Reference Rate, (iii) a group of the aforementioned central banks or other supervisory authorities or (iv) the Financial Stability Board or any part thereof; and

"Successor Rate" means a successor to or replacement of the Original Reference Rate which is formally recommended by any Relevant Nominating Body.

4.3 Accrual of interest

Each Note (or in the case of the redemption of part only of a Note, that part only of such Note) will cease to bear interest (if any) from the date for its redemption unless payment of principal is improperly withheld or refused. In such event, interest will continue to accrue until whichever is the earlier of:

• (a) the date on which all amounts due in respect of such Note have been paid; and
• (b) as provided in the Trust Deed.

5. PAYMENTS

5.1 Method of payment

Subject as provided below:

(a) payments in a Specified Currency other than euro will be made by credit or transfer to an account in the relevant Specified Currency maintained by the payee with, or, at the option of the payee, by a cheque in such Specified Currency drawn on, a bank in the principal financial centre of the country of such Specified Currency (which, if the Specified Currency is Australian dollars or New Zealand dollars, shall be Sydney and Auckland, respectively); and

(b) payments will be made in euro by credit or transfer to a euro account (or any other account to which euro may be credited or transferred) specified by the payee or, at the option of the payee, by a euro cheque.

Payments will be subject in all cases to (i) any fiscal or other laws and regulations applicable thereto in the place of payment, but without prejudice to the provisions of Condition 7 and (ii) any withholding or deduction required pursuant to an agreement described in Section 1471(b) of the U.S. Internal Revenue Code of 1986 (the "Code") or otherwise imposed pursuant to Sections 1471 through 1474 of the Code, any regulations or agreements thereunder, any official interpretations thereof, or any law implementing an intergovernmental approach thereto.

5.2 Presentation of definitive Notes and Coupons

Payments of principal in respect of definitive Notes will (subject as provided below) be made in the manner provided in Condition 5.1 above only against presentation and surrender (or, in the case of part payment of any sum due, endorsement) of definitive Notes, and payments of interest in respect of definitive Notes will (subject as provided below) be made as aforesaid only against presentation and surrender (or, in the case of part payment of any sum due, endorsement) of Coupons, in each case at the specified office of any Paying Agent outside the United States (which expression, as used herein, means the United States of America (including the States and the District of Columbia and its possessions)).

Fixed Rate Notes in definitive form (other than Long Maturity Notes (as defined below)) should be presented for payment together with all unmatured Coupons appertaining thereto (which expression shall for this purpose include Coupons falling to be issued on exchange of matured Talons), failing which the amount of any missing unmatured Coupon (or, in the case of payment not being made in full, the same proportion of the amount of such missing unmatured Coupon as the sum so paid bears to the sum due) will be deducted from the sum due for payment. Each amount of principal so deducted will be paid in the manner mentioned above against surrender of the relative missing Coupon at any time before the expiry of 10 years after the Relevant Date (as defined in Condition 7) in respect of such principal (whether or not such Coupon would otherwise have become void under Condition 8) or, if later, five years from the date on which such Coupon would otherwise have become due, but in no event thereafter.

Upon any Fixed Rate Note in definitive form becoming due and repayable prior to its Maturity Date, all unmatured Talons (if any) appertaining thereto will become void and no further Coupons will be issued in respect thereof.

Upon the date on which any Floating Rate Note or Long Maturity Note in definitive form becomes due and repayable, unmatured Coupons and Talons (if any) relating thereto (whether or not attached) shall become void and no payment or, as the case may be, exchange for further Coupons shall be made in respect thereof. A "Long Maturity Note" is a Fixed Rate Note (other than a Fixed Rate Note which on issue had a Talon attached) whose nominal amount on issue is less than the aggregate interest payable thereon provided that such Note shall cease to be a Long Maturity Note on the Interest Payment Date on which the aggregate amount of interest remaining to be paid after that date is less than the nominal amount of such Note.

If the due date for redemption of any definitive Note is not an Interest Payment Date, interest (if any) accrued in respect of such Note from (and including) the preceding Interest Payment Date or, as the case may be, the Interest Commencement Date shall be payable only against surrender of the relevant definitive Note.

5.3 Payments in respect of Global Notes

Payments of principal and interest (if any) in respect of Notes represented by any Global Note will (subject as provided below) be made in the manner specified above in relation to definitive Notes or otherwise in the manner specified in the relevant Global Note, where applicable against presentation or surrender, as the case may be, of such Global Note at the specified office of any Paying Agent outside the United States. A record of each payment made, distinguishing between any payment of principal and any payment of interest, will be made either on such Global Note by the Paying Agent to which it was presented or in the records of Euroclear and Clearstream, Luxembourg, as applicable.

5.4 General provisions applicable to payments

The holder of a Global Note shall be the only person entitled to receive payments in respect of Notes represented by such Global Note and the Issuer or, as the case may be, the Guarantors will be discharged by payment to, or to the order of, the holder of such Global Note in respect of each amount so paid. Each of the persons shown in the records of Euroclear or Clearstream, Luxembourg as the beneficial holder of a particular nominal amount of Notes represented by such Global Note must look solely to Euroclear or Clearstream, Luxembourg, as the case may be, for their share of each payment so made by the Issuer or, as the case may be, the Guarantors to, or to the order of, the holder of such Global Note.

Notwithstanding the foregoing provisions of this Condition, if any amount of principal and/or interest in respect of Notes is payable in U.S. dollars, such U.S. dollar payments of principal and/or interest in respect of such Notes will be made at the specified office of a Paying Agent in the United States if:

• (a) the Issuer has appointed Paying Agents with specified offices outside the United States with the reasonable expectation that such Paying Agents would be able to make payment in U.S. dollars at such specified offices outside the United States of the full amount of principal and interest on the Notes in the manner provided above when due;
• (b) payment of the full amount of such principal and interest at all such specified offices outside the United States is illegal or effectively precluded by exchange controls or other similar restrictions on the full payment or receipt of principal and interest in U.S. dollars; and
• (c) such payment is then permitted under United States law without involving, in the opinion of the Issuer and the Guarantors, adverse tax consequences to the Issuer or the Guarantors.

5.5 Payment Day

If the date for payment of any amount in respect of any Note or Coupon is not a Payment Day, the holder thereof shall not be entitled to payment until the next following Payment Day in the relevant place and shall not be entitled to further interest or other payment in respect of such delay. For these purposes, "Payment Day" means any day which (subject to Condition 8) is:

• (a) a day on which commercial banks and foreign exchange markets settle payments and are open for general business (including dealing in foreign exchange and foreign currency deposits) in:
  • (i) in the case of Notes in definitive form only, the relevant place of presentation;
  • (ii) each Additional Financial Centre specified in the applicable Final Terms; and
• (b) either (A) in relation to any sum payable in a Specified Currency other than euro, a day on which commercial banks and foreign exchange markets settle payments and are open for general business (including dealing in foreign exchange and foreign currency deposits) in the principal financial centre of the country of the relevant Specified Currency (which if the Specified Currency is Australian dollars or New Zealand dollars shall be Sydney and Auckland, respectively) or (B) in relation to any sum payable in euro, a day on which the T2 is open.

5.6 Interpretation of principal and interest

Any reference in the Conditions to principal in respect of the Notes shall be deemed to include, as applicable:

• (a) any additional amounts which may be payable with respect to principal under Condition 7 or under any undertaking or covenant given in addition thereto, or in substitution therefor, pursuant to the Trust Deed;
• (b) the Final Redemption Amount of the Notes;
• (c) the Early Redemption Amount of the Notes;
• (d) the Optional Redemption Amount(s) (if any) of the Notes;
• (e) the Residual Call Early Redemption Amount (if any) of the Notes;
• (f) the Make-Whole Redemption Amount(s) (if any) of the Notes; and
• (g) any premium and any other amounts (other than interest) which may be payable by the Issuer under or in respect of the Notes.

Any reference in the Conditions to interest in respect of the Notes shall be deemed to include, as applicable, any additional amounts which may be payable with respect to interest under Condition 7 or under any undertaking or covenant given in addition thereto, or in substitution therefor, pursuant to the Trust Deed.

6. REDEMPTION AND PURCHASE

6.1 Redemption at maturity

Unless previously redeemed or purchased and cancelled as specified below, each Note will be redeemed by the Issuer at its Final Redemption Amount specified in the applicable Final Terms in the relevant Specified Currency on the Maturity Date specified in the applicable Final Terms.

6.2 Redemption for tax reasons

Subject to Condition 6.6, the Notes may be redeemed at the option of the Issuer in whole, but not in part, at any time (if this Note is not a Floating Rate Note) or on any Interest Payment Date (if this Note is a Floating Rate Note), on giving not less than 30 nor more than 60 days' notice to the Trustee and the Agent and, in accordance with Condition 13, the Noteholders (which notice shall be irrevocable), if the Issuer satisfies the Trustee immediately before the giving of such notice that:

• (a) on the occasion of the next payment due under the Notes, the Issuer has or will become obliged to pay additional amounts as provided or referred to in Condition 7 or any of the Guarantors would be unable for reasons outside of its control to procure payment by the Issuer and in making payment itself such Guarantor would be required to pay such additional amounts, in each case as a result of any change in, or amendment to, the laws or regulations of a Tax Jurisdiction (as defined in Condition 7) or any change in the application or official interpretation of such laws or regulations, which change or amendment becomes effective on or after the date on which agreement is reached to issue the first Tranche of the Notes; and
• (b) such obligation cannot be avoided by the Issuer or, as the case may be, any of the Guarantors taking reasonable measures available to it,

provided that no such notice of redemption shall be given earlier than 90 days prior to the earliest date on which the Issuer or, as the case may be, the relevant Guarantor would be obliged to pay such additional amounts were a payment in respect of the Notes then due.

Prior to the publication of any notice of redemption pursuant to this Condition, easyJet plc (either in its capacity as the Issuer or in its capacity as the Guarantor, as applicable) shall deliver to the Trustee (i) a certificate signed by an Authorised Officer of the Issuer or, as the case may be, an Authorised Officer of the relevant Guarantor, stating that the Issuer is entitled to effect such redemption and setting forth a statement of facts showing that the conditions precedent to the right of the Issuer so to redeem have occurred and (ii) an opinion of independent legal advisers of recognised standing to the effect that the Issuer or, as the case may be, the relevant Guarantor has or will become obliged to pay such additional amounts as a result of such change or amendment and the Trustee shall be entitled to accept the certificate and opinion as sufficient evidence of the satisfaction of the conditions precedent set out above, in which event they shall be conclusive and binding on the Noteholders and the Couponholders.

Notes redeemed pursuant to this Condition 6.2 will be redeemed at their Early Redemption Amount referred to in Condition 6.6 below together (if appropriate) with interest accrued to (but excluding) the date of redemption.

In these Conditions, "Authorised Officer" means any director of the Issuer or the relevant Guarantor, as applicable, or any other officer of the Issuer or the relevant Guarantor authorised to sign on behalf of the Issuer or the relevant Guarantor, as applicable.

6.3 Issuer Call Options

(a) Redemption at the option of the Issuer

This Condition 6.3(a) applies to Notes which are subject to redemption prior to the Maturity Date at the option of the Issuer (other than for taxation reasons pursuant to Condition 6.2 or pursuant to the Issuer Residual Call described in Condition 6.3(b) or pursuant to a Make-Whole Redemption by the Issuer as described in Condition 6.3(c) or pursuant to the Issuer Maturity Call described in Condition 6.3(d)), such option being referred to as an "Issuer Call". The applicable Final Terms contains provisions applicable to any Issuer Call and must be read in conjunction with this Condition 6.3 for full information on any Issuer Call. In particular, the applicable Final Terms will identify the Optional Redemption Date(s), the Optional Redemption Amount, any minimum or maximum amount of Notes which can be redeemed and the applicable notice periods.

If Issuer Call is specified as being applicable in the applicable Final Terms, the Issuer may, having given not less than 30 nor more than 60 days' notice to the Trustee and the Noteholders in accordance with Condition 13 (which notice shall be irrevocable and shall specify the date fixed for redemption), redeem all or (if redemption in part is specified as being applicable in the applicable Final Terms) some only of the Notes then outstanding on any Optional Redemption Date and at the Optional Redemption Amount(s) specified in the applicable Final Terms together, if appropriate, with interest accrued to (but excluding) the relevant Optional Redemption Date. If redemption in part is specified as being applicable in the applicable Final Terms, any such redemption must be of a nominal amount not less than the Minimum Redemption Amount and not more than the Maximum Redemption Amount in each case as may be specified in the applicable Final Terms.

In the case of a partial redemption of Notes, the Notes to be redeemed ("Redeemed Notes") will (i) in the case of Redeemed Notes represented by definitive Notes, be selected individually by lot, not more than 30 days prior to the date fixed for redemption and (ii) in the case of Redeemed Notes represented by a Global Note, be selected in accordance with the rules of Euroclear and/or Clearstream, Luxembourg, (to be reflected in the records of Euroclear and Clearstream, Luxembourg as either a pool factor or a reduction in nominal amount, at their discretion). In the case of Redeemed Notes represented by definitive Notes, a list of the serial numbers of such Redeemed Notes will be published in accordance with Condition 13 not less than 15 days prior to the date fixed for redemption.

(b) Issuer Residual Call Option

This Condition 6.3(b) applies to Notes which are subject to redemption prior to the Maturity Date at the option of the Issuer (other than for taxation reasons pursuant to Condition 6.2 or pursuant to the Issuer Call described in Condition 6.3(a) or pursuant to a Make-Whole Redemption by the Issuer as described in Condition 6.3(c) or pursuant to the Issuer Maturity Call described in Condition 6.3(d)), such option being referred to as the "Issuer Residual Call". The applicable Final Terms contains provisions applicable to the Issuer Residual Call and must be read in conjunction with this Condition 6.3(b) for full information on the Issuer Residual Call. In particular, the applicable Final Terms will identify the Residual Call Early Redemption Amount.

If Issuer Residual Call is specified as being applicable in the applicable Final Terms and, at any time, the outstanding aggregate nominal amount of the Notes is 20 per cent. or less of the aggregate nominal amount of the Series issued (other than as a result (in whole or in part) of a partial redemption of the Notes pursuant to Condition 6.3(c)), the Notes may be redeemed at the option of the Issuer in whole, but not in part, at any time (if this Note is not a Floating Rate Note) or on any Interest Payment Date (if this Note is a Floating Rate Note), on giving not less than 30 and not more than 60 days' notice to the Trustee and, in accordance with Condition 13, the Noteholders (which notice shall be irrevocable) at the Residual Call Early Redemption Amount together, if appropriate, with interest accrued to (but excluding) the date of redemption.

Prior to the publication of any notice of redemption pursuant to this Condition 6.3(b), easyJet plc (either in its capacity as the Issuer or in its capacity as the Guarantor, as applicable) shall deliver to the Trustee, to make available at its specified office to the Noteholders, a certificate signed by an Authorised Officer of easyJet plc stating that the Issuer is entitled to effect such redemption and setting forth a statement of facts showing that the outstanding aggregate nominal amount of the Notes is 20 per cent. or less of the aggregate nominal amount of the Notes originally issued (other than as a result (in whole or in part) of a partial redemption of the Notes pursuant to Condition 6.3(c)). The Trustee shall be entitled to accept such certificate as sufficient evidence of the satisfaction of the condition precedent set out above, in which event it shall be conclusive and binding on the Noteholders and the Couponholders.

(c) Make-Whole Redemption by the Issuer

This Condition 6.3(c) applies to Notes which are subject to redemption prior to the Maturity Date at the option of the Issuer (other than for taxation reasons pursuant to Condition 6.2 or pursuant to the Issuer Call described in Condition 6.3(a) or pursuant to the Issuer Residual Call described in Condition 6.3(b) or pursuant to the Issuer Maturity Call described in Condition 6.3(d)), such option being referred to as the "Make-Whole Redemption by the Issuer". The applicable Final Terms contains provisions applicable to the Make-Whole Redemption by the Issuer and must be read in conjunction with this Condition 6.3(c) for full information on the Make-Whole Redemption by the Issuer. In particular, the applicable Final Terms will identify the Make-Whole Redemption Margin, the Reference Bond, the Quotation Time, the Reference Rate Determination Date and, if redeemable in part, any minimum or maximum amount of Notes which can be redeemed.

If Make-Whole Redemption by the Issuer is specified as being applicable in the applicable Final Terms, the Issuer may, having given not less than 30 nor more than 60 days' notice to the Trustee and the Noteholders in accordance with Condition 13 (which notice shall be irrevocable and shall specify the date fixed for redemption (the "Make-Whole Redemption Date")), redeem all or some only of the Notes then outstanding on any Make-Whole Redemption Date and at the Make-Whole Redemption Amount(s) together, if appropriate, with interest accrued to (but excluding) the relevant Make-Whole Redemption Date. Any such redemption must be of a nominal amount not less than the Minimum Redemption Amount and not more than the Maximum Redemption Amount, in each case as may be specified in the applicable Final Terms.

In the case of a partial redemption of Notes, the Redeemed Notes will (i) in the case of Redeemed Notes represented by definitive Notes, be selected individually by lot, not more than 30 days prior to the relevant Make-Whole Redemption Date and (ii) in the case of Redeemed Notes represented by a Global Note, be selected in accordance with the rules of Euroclear and/or Clearstream, Luxembourg, (to be reflected in the records of Euroclear and Clearstream, Luxembourg as either a pool factor or a reduction in nominal amount, at their discretion). In the case of Redeemed Notes represented by definitive Notes, a list of the serial numbers of such Redeemed Notes will be published in accordance with Condition 13 not less than 15 days prior to the relevant Make-Whole Redemption Date.

In this Condition 6.3(c), "Make-Whole Redemption Amount" means: (A) the outstanding nominal amount of the relevant Note or (B) if higher, the sum, as determined by the Calculation Agent, of the present values of the remaining scheduled payments of principal and interest on the Notes to be redeemed (not including any portion of such payments of interest accrued to the date of redemption) discounted to the relevant Make-Whole Redemption Date on an annual basis at the Reference Rate plus the Make-Whole Redemption Margin (if any) specified in the applicable Final Terms, where:

"CA Selected Bond" means a government security or securities (which, if the Specified Currency is euro, will be a German Bundesobligationen) selected by the Calculation Agent as having a maturity comparable to the remaining term of the Notes to be redeemed and that would be utilised, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of such Notes;

"Calculation Agent" means a leading investment, merchant or commercial bank appointed by the Issuer and approved in writing by the Trustee for the purposes of calculating the relevant Make-Whole Redemption Amount, and notified to the Noteholders in accordance with Condition 13;

"Reference Bond" means (A) if CA Selected Bond is specified in the applicable Final Terms, the relevant CA Selected Bond or (B) if CA Selected Bond is not specified in the applicable Final Terms, the security specified in the applicable Final Terms, provided that if the Calculation Agent advises the Issuer that, at the time at which the relevant Make-Whole Redemption Amount is to be determined, for reasons of illiquidity or otherwise, the relevant security specified is not appropriate for such purpose, such other central bank or government security as the Calculation Agent may, after consultation with the Issuer and with the advice of Reference Market Makers, determine to be appropriate;

"Reference Bond Price" means (i) the average of five Reference Market Maker Quotations for the relevant Make-Whole Redemption Date, after excluding the highest and lowest of such five Reference Market Maker Quotations (or, if there are two highest and/or two lowest quotations, excluding just one of such highest quotations and/or one of such lowest quotations, as the case may be), (ii) if the Calculation Agent obtains fewer than five, but more than one, such Reference Market Maker Quotations, the average of all such quotations, or (iii) if only one such Reference Market Maker Quotation is obtained, the amount of the Reference Market Maker Quotation so obtained;

"Reference Market Maker Quotations" means, with respect to each Reference Market Maker and any Make-Whole Redemption Date, the average, as determined by the Calculation Agent, of the bid and asked prices for the Reference Bond (expressed in each case as a percentage of its nominal amount) quoted in writing to the Calculation Agent at the Quotation Time specified in the applicable Final Terms on the Reference Rate Determination Date specified in the applicable Final Terms;

"Reference Market Makers" means five brokers or market makers of securities such as the Reference Bond selected by the Calculation Agent or such other five persons operating in the market for securities such as the Reference Bond as are selected by the Calculation Agent in consultation with the Issuer; and

"Reference Rate" means, with respect to any Make-Whole Redemption Date, the rate per annum equal to the equivalent yield to maturity of the Reference Bond, calculated using a price for the Reference Bond (expressed as a percentage of its nominal amount) equal to the Reference Bond Price for such Make-Whole Redemption Date. The Reference Rate will be calculated on the Reference Rate Determination Date specified in the applicable Final Terms.

(d) Issuer Maturity Call Option

This Condition 6.3(d) applies to Notes which are subject to redemption prior to the Maturity Date at the option of the Issuer (other than for taxation reasons pursuant to Condition 6.2 or pursuant to the Issuer Call described in Condition 6.3(a) or pursuant to the Issuer Residual Call described in Condition 6.3(b) or pursuant to a Make-Whole Redemption by the Issuer as described in Condition 6.3(c)), such option being referred to as the "Issuer Maturity Call".

If Issuer Maturity Call is specified as being applicable in the applicable Final Terms, the Issuer may at its option, having given:

• (i) not less than 30 nor more than 60 days' notice to the Noteholders in accordance with Condition 13; and
• (ii) not less than 15 days before giving the notice referred to in (i) above, notice to the Trustee and Agent,

(which notices shall be irrevocable and shall specify the date fixed for redemption), redeem all the Notes then outstanding, but not some only, on any Business Day during the period commencing on (and including) the day that is 90 days (or such other number of days as is specified in the applicable Final Terms) prior to the Maturity Date to (and excluding) the Maturity Date, at the Final Redemption Amount specified in the applicable Final Terms, together (if appropriate) with interest accrued (but unpaid) to (but excluding) the date fixed for redemption.

6.4 Redemption at the option of the Noteholders (Investor Put) (other than upon a Change of Control)

If Investor Put is specified as being applicable in the applicable Final Terms, upon the holder of any Note giving to the Issuer in accordance with Condition 13 not less than 30 nor more than 60 days' notice, the Issuer will, upon the expiry of such notice, redeem such Note on the Optional Redemption Date and at the Optional Redemption Amount together, if appropriate, with interest accrued to (but excluding) the Optional Redemption Date.

To exercise the right to require redemption of this Note the holder of this Note must, if this Note is in definitive form and held outside Euroclear and Clearstream, Luxembourg, deliver, at the specified office of any Paying Agent at any time during normal business hours of such Paying Agent falling within the notice period, a duly completed and signed notice of exercise in the form (for the time being current) obtainable from any specified office of any Paying Agent (a "Put Notice") and in which the holder must specify a bank account (or, if payment is required to be made by cheque, an address) to which payment is to be made under this Condition accompanied by this Note or evidence satisfactory to the Paying Agent concerned that this Note will, following delivery of the Put Notice, be held to its order or under its control.

If this Note is represented by a Global Note or is in definitive form and held through Euroclear or Clearstream, Luxembourg, to exercise the right to require redemption of this Note the holder of this Note must, within the notice period, give notice to the Agent of such exercise in accordance with the standard procedures of Euroclear and Clearstream, Luxembourg (which may include notice being given on their instruction by Euroclear or Clearstream, Luxembourg or any common depositary or common safekeeper, as the case may be, for them to the Agent by electronic means) in a form acceptable to Euroclear and Clearstream, Luxembourg from time to time.

Any Put Notice or other notice given in accordance with the standard procedures of Euroclear and Clearstream, Luxembourg given by a holder of any Note pursuant to this Condition 6.4 shall be irrevocable except where, prior to the due date of redemption, an Event of Default has occurred and the Trustee has declared the Notes to be due and payable pursuant to Condition 9, in which event such holder, at its option, may elect by notice to the Issuer to withdraw the notice given pursuant to this Condition 6.4.

6.5 Redemption as a result of a Change of Control (Change of Control Put)

If Change of Control Put is specified as being applicable in the applicable Final Terms, upon the occurrence of a Change of Control Put Event (as defined below) while this Note remains outstanding, the holder of this Note will have the option (the "Change of Control Put Option") to require the Issuer to redeem or, at the Issuer's option, to purchase (or procure the purchase of) this Note on the Change of Control Redemption Date (as defined below).

Promptly upon easyJet plc becoming aware that a Change of Control Put Event has occurred, easyJet plc shall, and upon the Trustee becoming so aware (easyJet plc having failed to do so) the Trustee may, give notice (a "Change of Control Notice") to the Noteholders in accordance with Condition 13 specifying the nature of the Change of Control Put Event and the procedure for exercising the Change of Control Put Option.

To exercise the Change of Control Put Option the holder of this Note must, if this Note is in definitive form and held outside Euroclear and Clearstream, Luxembourg, deliver, at the specified office of any Paying Agent at any time during normal business hours of such Paying Agent falling within the Change of Control Put Period (as defined below), a duly signed and completed notice of exercise in the form (for the time being current) obtainable from the specified office of any Paying Agent (a "Change of Control Put Exercise Notice") and in which the holder must specify a bank account (or, if payment is required to be made by cheque, an address) to which payment is to be made under this Condition accompanied by this Note or evidence satisfactory to the Paying Agent concerned that this Note will, following delivery of the Change of Control Put Exercise Notice, be held to its order or under its control. All unmatured Coupons and Talons (if any) relating to such Note shall be dealt with as per the provisions of Condition 5.2.

If this Note is represented by a Global Note or is in definitive form and held through Euroclear or Clearstream, Luxembourg, to exercise the Change of Control Put Option the holder of this Note must, within the Change of Control Put Period, give notice to the Agent of such exercise in accordance with the standard procedures of Euroclear and Clearstream, Luxembourg (which may include notice being given on their instruction by Euroclear or Clearstream, Luxembourg or any common depositary or common safekeeper, as the case may be, for them to the Agent by electronic means) in a form acceptable to Euroclear and Clearstream, Luxembourg from time to time.

The Issuer shall redeem or, at the Issuer's option, purchase (or procure the purchase of) the Notes in respect of which the Change of Control Put Option has been validly exercised at their Change of Control Redemption Amount together (if appropriate) with (or, where purchased, together with an amount equal to) interest accrued to (but excluding) the date of redemption in accordance with the provisions of this Condition 6.5 on the Change of Control Redemption Date (as defined below).

Any Change of Control Put Exercise Notice or other notice given in accordance with the standard procedures of Euroclear or Clearstream, Luxembourg, as applicable, once given, shall be irrevocable except where prior to the Change of Control Redemption Date an Event of Default shall have occurred and the Trustee shall have accelerated the Notes, in which event such holder, at its option, may elect by notice to the Issuer to withdraw the Change of Control Put Exercise Notice or such other notice and instead to treat its Notes as being forthwith due and payable pursuant to Condition 9.

The Trustee is under no obligation to ascertain whether a Change of Control Put Event or Change of Control or any event which could lead to the occurrence of or could constitute a Change of Control Put Event or Change of Control has occurred and, until it shall have actual knowledge or notice pursuant to the Trust Deed to the contrary, the Trustee may assume that no Change of Control Put Event or Change of Control or other such event has occurred.

For the purposes of this Condition 6.5:

• (a) a "Change of Control" occurs if any person or group, acting in concert, gains Control of easyJet plc;
• (b) "Change of Control Period" means the period commencing on the Relevant Announcement Date and ending 90 days after the Change of Control (or such longer

period for which any Notes are under consideration (such consideration having been announced publicly within the period ending 90 days after the Change of Control) for rating review or, as the case may be, rating by a Rating Agency, such period not to exceed 60 days after the public announcement of such consideration);

• (c) a "Change of Control Put Event" will be deemed to occur if a Change of Control occurs and either on the Relevant Announcement Date the Notes have:
  • (i) been assigned at the invitation of easyJet plc:
    • (A) an investment grade rating by any Rating Agency and, within the Change of Control Period, that credit rating is either downgraded to a noninvestment grade rating or such Rating Agency ceases to assign a credit rating to the Notes and, in each case, does not subsequently upgrade its credit rating assigned to the Notes to an investment grade rating or reassign an investment grade rating to the Notes by the end of the Change of Control Period (provided that a Change of Control Put Event shall not occur pursuant to this Condition 6.5(c)(i)(A) if (x) the Notes are assigned, at the invitation of easyJet plc, an investment grade credit rating by at least one Rating Agency by the end of the Change of Control Period, and (y) no more than one such Rating Agency so downgrades its investment grade rating of the Notes to a non-investment grade rating or ceases to assign an investment grade rating to the Notes); or
    • (B) a non-investment grade rating by any Rating Agency and, within the Change of Control Period, that credit rating is either downgraded by one or more categories (by way of example, BB+ to BB being one rating category) or such Rating Agency ceases to assign a credit rating to the Notes and, in each case, does not subsequently upgrade its credit rating assigned to the Notes to, or re-assign a credit rating to the Notes of, the category assigned to the Notes on the Relevant Announcement Date or better by the end of the Change of Control Period,

provided that if on the Relevant Announcement Date the Notes have been assigned at the invitation of easyJet plc a credit rating from more than one Rating Agency, at least one of which is an investment grade rating, then paragraph (A) only will apply; or

(ii) not been assigned a credit rating by any Rating Agency at the invitation of easyJet plc and a Negative Rating Event also occurs within the Change of Control Period,

and, in making any decision to downgrade or cease to assign a credit rating pursuant to paragraphs (i)(A) and (B) above or not to award a credit rating of at least investment grade as described in paragraph (ii) of the definition of Negative Rating Event, the relevant Rating Agency announces publicly or confirms in writing to easyJet plc that such decision(s) resulted, in whole or in part, from the occurrence of the Change of Control or the Relevant Potential Change of Control Announcement.

• (d) "Change of Control Put Period" means the period of 30 days following the date on which a Change of Control Notice is given;
• (e) "Change of Control Redemption Date" means the fifth Business Day following the expiry of the Change of Control Put Period;
• (f) "Control" of easyJet plc means (i) any direct or indirect legal or beneficial ownership of, or any direct or indirect legal or beneficial entitlement to, in the aggregate, more than 50 per cent. of the ordinary shares of easyJet plc, the right to directly or indirectly appoint a majority of the directors of easyJet plc, or any other ability to control the affairs of easyJet plc, or (ii) in the event of a tender offer for shares of easyJet plc, circumstances where (A) the shares already in the control of the offeror and the shares with respect to which the

offer has been accepted carry in aggregate more than 50 per cent. of the voting rights in easyJet plc, and (B) at the same time the offer has become unconditional;

• (g) an "investment grade rating" shall mean, in relation to S&P, a rating of BBB- or above, in relation to Moody's, a rating of Baa3 or above, in relation to Fitch, a rating of BBB- or above (provided that, if the rating designations employed by a Rating Agency are changed from those referred to above, easyJet plc shall determine, with the agreement of the Trustee (not to be unreasonably withheld or delayed), the rating designations of such Rating Agency as are most equivalent to the prior rating designations of such Rating Agency and this Condition 6.5 shall be read accordingly) and, in the case of any other Rating Agency, a comparable rating from that Rating Agency;
• (h) a "Negative Rating Event" shall be deemed to have occurred at any time if at such time there is no credit rating assigned to the Notes by any Rating Agency at the invitation of easyJet plc and (i) easyJet plc does not, either prior to, or not later than 21 days after, the occurrence of the Change of Control seek, and thereafter throughout the Change of Control Period use all reasonable endeavours to obtain, a credit rating of the Notes or (ii) easyJet plc does so seek and use such endeavours, it is unable to obtain such a credit rating that is an investment grade rating by the end of the Change of Control Period;
• (i) a "non-investment grade" rating shall mean, in relation to S&P, a rating of BB+ or below, in relation to Moody's, a rating of Ba1 or below, in relation to Fitch, a rating of BB+ or below (provided that, if the rating designations employed by a Rating Agency are changed from those referred to above, easyJet plc shall determine, with the agreement of the Trustee (not to be unreasonably withheld or delayed), the rating designations of such Rating Agency as are most equivalent to the prior rating designations of such Rating Agency and this Condition 6.5 shall be read accordingly) and, in the case of any other Rating Agency, a comparable rating from that Rating Agency;
• (j) "Rating Agency" means S&P Global Ratings Europe Limited ("S&P"), Fitch Ratings Ltd. ("Fitch") or Moody's Investors Service Ltd. ("Moody's"), or any of their respective successors, or any other rating agency of international standing specified from time to time by easyJet plc and agreed to in writing by the Trustee;
• (k) "Relevant Announcement Date" means the date that is the earlier of (i) the date of the first public announcement of the relevant Change of Control, and (ii) the date of the earliest Relevant Potential Change of Control Announcement (if any); and
• (l) "Relevant Potential Change of Control Announcement" means any public announcement or statement by easyJet plc, any actual or potential bidder or any adviser acting on behalf of any actual or potential bidder relating to any potential Change of Control where within 180 days following the date of such announcement or statement, a Change of Control occurs.

6.6 Early Redemption Amounts

For the purpose of Condition 6.2 above and Condition 9:

• (a) each Note (other than a Zero Coupon Note) will be redeemed at its Early Redemption Amount; and
• (b) each Zero Coupon Note will be redeemed at an amount its Early Redemption Amount calculated in accordance with the following formula:

Early Redemption Amount = × (1 + )

where:

"RP" means the Reference Price;

"AY" means the Accrual Yield expressed as a decimal; and

"y" is the Day Count Fraction specified in the applicable Final Terms which will be either (i) 30/360 (in which case the numerator will be equal to the number of days (calculated on the basis of a 360-day year consisting of 12 months of 30 days each) from (and including) the Issue Date of the first Tranche of the Notes to (but excluding) the date fixed for redemption or (as the case may be) the date upon which such Note becomes due and repayable and the denominator will be 360) or (ii) Actual/360 (in which case the numerator will be equal to the actual number of days from (and including) the Issue Date of the first Tranche of the Notes to (but excluding) the date fixed for redemption or (as the case may be) the date upon which such Note becomes due and repayable and the denominator will be 360) or (iii) Actual/365 (in which case the numerator will be equal to the actual number of days from (and including) the Issue Date of the first Tranche of the Notes to (but excluding) the date fixed for redemption or (as the case may be) the date upon which such Note becomes due and repayable and the denominator will be 365).

6.7 Purchases

The Issuer, any of the Guarantors or any Subsidiary of the Issuer or any of the Guarantors may at any time purchase Notes (provided that, in the case of definitive Notes, all unmatured Coupons and Talons appertaining thereto are purchased therewith) at any price in the open market or otherwise. Such Notes may be held, reissued, resold or, at the option of the Issuer or the relevant Guarantor, surrendered to any Paying Agent for cancellation.

6.8 Cancellation

All Notes which are redeemed will forthwith be cancelled (together with all unmatured Coupons and Talons attached thereto or surrendered therewith at the time of redemption). All Notes so cancelled and any Notes purchased and cancelled pursuant to Condition 6.7 above (together with all unmatured Coupons and Talons cancelled therewith) shall be forwarded to the Agent and cannot be reissued or resold.

6.9 Late payment on Zero Coupon Notes

If the amount payable in respect of any Zero Coupon Note upon redemption of such Zero Coupon Note pursuant to Condition 6.1, 6.2, 6.3 or 6.4 above or upon its becoming due and repayable as provided in Condition 9 is improperly withheld or refused, the amount due and repayable in respect of such Zero Coupon Note shall be the amount calculated as provided in Condition 6.6(b) above as though the references therein to the date fixed for the redemption or the date upon which such Zero Coupon Note becomes due and payable were replaced by references to the date which is the earlier of:

• (a) the date on which all amounts due in respect of such Zero Coupon Note have been paid; and
• (b) five days after the date on which the full amount of the moneys payable in respect of such Zero Coupon Notes has been received by the Agent or the Trustee and notice to that effect has been given to the Noteholders in accordance with Condition 13.

7. TAXATION

All payments of principal and interest in respect of the Notes and Coupons by or on behalf of the Issuer or a Guarantor will be made without withholding or deduction for or on account of any present or future taxes or duties of whatever nature imposed or levied by or on behalf of any Tax Jurisdiction unless such withholding or deduction is required by law. In such event, the Issuer or, as the case may be, the relevant Guarantor will pay such additional amounts as shall be necessary in order that the net amounts received by the holders of the Notes or Coupons after such withholding or deduction shall equal the respective amounts of principal and interest which would otherwise have been receivable in respect of the Notes or Coupons, as the case may be, in the absence of such withholding or deduction; except that no such additional amounts shall be payable with respect to any Note or Coupon:

• (a) presented for payment in a Tax Jurisdiction; or
• (b) the holder of which is liable for such taxes or duties in respect of such Note or Coupon by reason of the holder having some connection with a Tax Jurisdiction other than the mere holding of such Note or Coupon;
• (c) in the case of easyJet B.V. as Issuer, such withholding or deduction is required to be made to any of its affiliated entities (as defined in and pursuant to the Dutch Withholding Tax Act 2021 (Wet bronbelasting 2021)); or
• (d) presented for payment more than 30 days after the Relevant Date (as defined below) except to the extent that the holder thereof would have been entitled to an additional amount on presenting the same for payment on such thirtieth day assuming that day to have been a Payment Day (as defined in Condition 5.5).

As used herein:

• (i) "Tax Jurisdiction" means (A) in relation to any payment by easyJet plc (either in its capacity as the Issuer or in its capacity as the Guarantor, as applicable) or EACL, the United Kingdom; (B) in relation to any payment made by easyJet B.V. (either in its capacity as the Issuer or in its capacity as the Guarantor, as applicable), The Netherlands or (C) in relation to any payment by an Additional Guarantor and if different, the jurisdiction in which such Additional Guarantor is incorporated or resident for tax purposes, or (in any such case) any political subdivision or any authority thereof or therein having power to tax; and
• (ii) the "Relevant Date" means the date on which such payment first becomes due, except that, if the full amount of the moneys payable has not been duly received by the Trustee or the Agent on or prior to such due date, it means the date on which, the full amount of such moneys having been so received, notice to that effect is duly given to the Noteholders in accordance with Condition 13.

For the avoidance of doubt, no additional amounts will be required to be paid on account of any deduction or withholding required pursuant to any agreement described in Section 1471(b) of the Code or otherwise imposed pursuant to Sections 1471 through 1474 of the Code, any regulations or agreements thereunder, any official interpretations thereof, or any law implementing an intergovernmental approach thereto.

8. PRESCRIPTION

The Notes and Coupons will become void unless claims in respect of principal and/or interest are made within a period of 10 years (in the case of principal) and five years (in the case of interest) after the Relevant Date (as defined in Condition 7) therefor.

There shall not be included in any Coupon sheet issued on exchange of a Talon any Coupon the claim for payment in respect of which would be void pursuant to this Condition or Condition 5.2 or any Talon which would be void pursuant to Condition 5.2.

9. EVENTS OF DEFAULT AND ENFORCEMENT

9.1 Events of Default

The Trustee at its discretion may, and if so requested in writing by the holders of at least one-fifth in nominal amount of the Notes then outstanding or if so directed by an Extraordinary Resolution shall (subject in each case to being indemnified and/or secured and/or pre-funded to its satisfaction), (but in the case of the happening of any of the events described in paragraphs (b) to (e) (other than the winding up or dissolution of the Issuer or any of the Guarantors), (f) to (i) inclusive and (k) below, only if the Trustee shall have certified in writing to the Issuer and the Guarantors that such event is, in its opinion, materially prejudicial to the interests of the Noteholders), give notice in writing to the Issuer that each Note is, and each Note shall thereupon immediately become, due and repayable at its Early Redemption Amount together with accrued interest as provided in the Trust Deed if any of the following events (each an "Event of Default") shall occur and be continuing:

• (a) if default is made in the payment in the Specified Currency of any principal or interest due in respect of the Notes or any of them and the default continues for a period of 7 days in the case of principal and 14 days in the case of interest; or
• (b) if the Issuer or any of the Guarantors fails to perform or observe any of its other obligations under the Conditions or the Trust Deed and (except in any case where, in the opinion of the Trustee, the failure is incapable of remedy when no such continuation or notice as is hereinafter mentioned will be required) the failure continues for the period of 45 days next following the service by the Trustee on the Issuer or the relevant Guarantor (as the case may be) of notice requiring the same to be remedied; or
• (c) if (i) any Indebtedness for Borrowed Money (as defined below) of the Issuer, any of the Guarantors or any Material Subsidiary becomes due and repayable prematurely by reason of an event of default (however described); (ii) the Issuer, any of the Guarantors or any Material Subsidiary fails to make any payment in respect of any Indebtedness for Borrowed Money on the due date for payment as extended by any originally applicable grace period; (iii) any security given by the Issuer, any of the Guarantors or any Material Subsidiary for any Indebtedness for Borrowed Money becomes enforceable and steps are taken to enforce the same; or (iv) default is made by the Issuer, any of the Guarantors or any Material Subsidiary in making any payment due under any guarantee and/or indemnity given by it in relation to any Indebtedness for Borrowed Money of any other person on the due date for payment as extended by any originally applicable grace period; provided that no event described in this subparagraph 9.1(c) shall constitute an Event of Default unless the Indebtedness for Borrowed Money or other relative liability due and unpaid, either alone or when aggregated (without duplication) with other amounts of Indebtedness for Borrowed Money and/or other liabilities due and unpaid relative to all (if any) other events specified in (i) to (iv) above which have occurred and are continuing, amounts to at least U.S.\$50,000,000 (or its equivalent in any other currency or currencies); or
• (d) one or more judgment(s) or order(s) (which is not being disputed in good faith by appropriate proceedings) for the payment of any amount is rendered against the Issuer, any of the Guarantors or any Material Subsidiary and continue(s) unsatisfied and unstayed for a period of 60 days after the date(s) thereof or, if later, the date therein specified for payment; or
• (e) if any order is made by any competent court or resolution passed for the winding up or dissolution of the Issuer, any of the Guarantors or any Material Subsidiary, save for the purposes of reorganisation on terms previously approved in writing by the Trustee or by an Extraordinary Resolution; or
• (f) if (i) the Issuer, any of the Guarantors or any Material Subsidiary ceases or threatens to cease to carry on all or substantially all of its business, save in each case for the purposes of (A) any solvent reorganisation (I) on terms previously approved in writing by the Trustee or by an Extraordinary Resolution, or (II) in the case of a Guarantor, where all or substantially all of the undertaking and assets of the relevant Guarantor are transferred to or otherwise vested in the Issuer or one or more other Guarantor(s) or an entity which upon such transfer or vesting simultaneously accedes as an Additional Guarantor pursuant to Condition 2.4 above, or (III) in the case of a Material Subsidiary, where all or substantially all of the undertaking and assets of such Material Subsidiary are transferred to or otherwise vested in the Issuer, one or more Guarantor(s) or another of the Issuer's or (in the case of Notes issued by easyJet B.V.) easyJet plc's Subsidiaries or (B) in the case of any Material Subsidiary, any transfer or disposal where all or substantially all of the undertaking and assets of such Material Subsidiary are transferred to a third party for full consideration on an arms' length basis or (ii) the Issuer, any of the Guarantors or any Material Subsidiary stops or threatens to stop payment of, or is unable to, or admits inability to, pay, its debts (or any class of its debts) as they fall due, or is deemed unable to pay its debts pursuant to or for the purposes of any applicable law, or is adjudicated or found bankrupt or insolvent; or
• (g) if (A) proceedings are initiated against the Issuer, any of the Guarantors or any Material Subsidiary under any applicable liquidation, insolvency, composition, reorganisation or other similar laws, or an application is made (or documents filed with a court) for the appointment of an administrative or other receiver, manager, administrator or other similar official, or an administrative or other receiver, manager, administrator or other similar official is appointed, in relation to the Issuer, any of the Guarantors or any Material Subsidiary or, as the case may be, in relation to the whole or a substantial part of the undertaking or assets of any of them, or an encumbrancer takes possession of the whole or a substantial part of the undertaking or assets of any of them, or a distress, execution, attachment, sequestration or other process is levied, enforced upon, sued out or put in force against the whole or a substantial part of the undertaking or assets of any of them and (B) in any case (other than the appointment of an administrator) is not discharged within 14 days; or
• (h) if the Issuer, any of the Guarantors or any Material Subsidiary initiates or consents to proceedings relating to itself under any applicable liquidation, insolvency, composition, reorganisation or other similar laws (including the obtaining of a moratorium) or makes a conveyance or assignment for the benefit of, or enters into any composition or other arrangement with, its creditors generally (or any class of its creditors) or any meeting is convened to consider a proposal for an arrangement or composition with its creditors generally (or any class of its creditors);
• (i) (a) in the case of Notes issued by easyJet plc only, if any Guarantor that was, as at the date of its Guarantee, a Subsidiary of easyJet plc ceases to be a Subsidiary of easyJet plc; or (b) in the case of Notes issued by easyJet B.V. only, (A) if easyJet B.V. ceases to be a Subsidiary of easyJet plc; or (B) if any Guarantor that was, as at the date of its Guarantee, a Subsidiary of easyJet plc ceases to be a Subsidiary of easyJet plc;
• (j) if any Guarantee (other than a Guarantee that is released pursuant to Condition 2.3 above) ceases to be, or is claimed by the Issuer or any of the Guarantors not to be, in full force and effect; or
• (k) if any event occurs which, under the laws of any relevant jurisdiction, has or may have, in the Trustee's opinion, an analogous effect to any of the events referred to in paragraphs (c) to (h) above.

9.2 Enforcement

The Trustee may at any time, at its discretion and without notice, take such proceedings against the Issuer and/or any of the Guarantors as it may think fit to enforce the provisions of the Trust Deed, the Notes and the Coupons or any other actions under or pursuant to the Trust Deed, but it shall not be bound to take any such proceedings or any other action in relation to the Trust Deed, the Notes or the Coupons unless (i) it shall have been so directed by an Extraordinary Resolution or so requested in writing by the holders of at least one-fifth in nominal amount of the Notes then outstanding and (ii) it shall have been indemnified and/or secured and/or pre-funded to its satisfaction.

No Noteholder or Couponholder shall be entitled to proceed directly against the Issuer or any of the Guarantors unless the Trustee, having become bound so to proceed, fails so to do within 60 days and the failure shall be continuing.

9.3 Definitions

For the purposes of the Conditions:

"Indebtedness for Borrowed Money" means any indebtedness (whether being principal, premium, interest or other amounts) for or in respect of any borrowed money or any liability under or in respect of any acceptance or acceptance credit or any notes, bonds, debenture stock, loan stock or other securities.

"Material Subsidiary" means at any time a Subsidiary of easyJet plc:

• (a) whose total revenues (consolidated in the case of a Subsidiary which itself has Subsidiaries) or whose net assets (consolidated in the case of a Subsidiary which itself has Subsidiaries) represent in each case (or, in the case of a Subsidiary acquired after the end of the financial period to which the then latest audited consolidated accounts of easyJet plc and its Subsidiaries relate, are equal to) not less than 10 per cent. of the consolidated total revenues, or, as the case may be, consolidated net assets, of easyJet plc and its Subsidiaries taken as a whole, all as calculated respectively by reference to the then latest audited accounts (consolidated or, as the case may be, unconsolidated) of such Subsidiary and the then latest audited consolidated accounts of easyJet plc and its Subsidiaries, provided that:
  • (i) if the then latest audited consolidated accounts of easyJet plc and its Subsidiaries show negative assets at the end of the relevant financial period then there shall be substituted for the words "net assets" the words "total assets" for the purposes of this definition;
  • (ii) in the case of a Subsidiary of easyJet plc acquired after the end of the financial period to which the then latest audited consolidated accounts of easyJet plc and its Subsidiaries relate, the reference to the then latest audited consolidated accounts of easyJet plc and its Subsidiaries for the purposes of the calculation above shall, until consolidated accounts for the financial period in which the acquisition is made have been prepared and audited as aforesaid, be deemed to be a reference to such first-mentioned accounts as if such Subsidiary had been shown in such accounts by reference to its then latest relevant audited accounts, adjusted as deemed appropriate by easyJet plc;
• (b) to which is transferred the whole or substantially the whole of the undertaking and assets of a Subsidiary of easyJet plc which immediately prior to such transfer is a Material Subsidiary, provided that the transferor Subsidiary shall upon such transfer forthwith cease to be a Material Subsidiary and the transferee Subsidiary shall cease to be a Material Subsidiary pursuant to this subparagraph (b) on the date on which the consolidated accounts of easyJet plc and its Subsidiaries for the financial period current at the date of such transfer have been prepared and audited as aforesaid but so that such transferor Subsidiary or such transferee Subsidiary may be a Material Subsidiary on or at any time after the date on which such consolidated accounts have been prepared and audited as aforesaid by virtue of the provisions of subparagraph (a) above or, prior to or after such date, by virtue of any other applicable provision of this definition; or
• (c) to which is transferred an undertaking or assets which, taken together with the undertaking or assets of the transferee Subsidiary, generated (or, in the case of the transferee Subsidiary being acquired after the end of the financial period to which the then latest audited consolidated accounts of easyJet plc and its Subsidiaries relate, generate total revenues equal to) not less than 10 per cent. of the consolidated total revenues, or represent (or, in the case aforesaid, are equal to) not less than 10 per cent. of the consolidated net assets, of easyJet plc and its Subsidiaries taken as a whole, all as calculated as referred to in subparagraph (a) above, provided that the transferor Subsidiary (if a Material Subsidiary) shall upon such transfer forthwith cease to be a Material Subsidiary unless immediately following such transfer its undertaking and assets generate (or, in the case aforesaid, generate total revenues equal to) not less than 10 per cent. of the consolidated total revenues, or its assets represent (or, in the case aforesaid, are equal to) not less than 10 per cent. of the consolidated net assets, of easyJet plc and its Subsidiaries taken as a whole, all as calculated as referred to in subparagraph (a) above, and the transferee Subsidiary shall cease to be a Material Subsidiary pursuant to this subparagraph (c) on the date on which the consolidated accounts of easyJet plc and its Subsidiaries for the financial period current at the date of such transfer have been prepared and audited but so that such transferor Subsidiary or such transferee Subsidiary may be a Material Subsidiary on or at any time after the date on which such consolidated accounts have been prepared and audited as aforesaid by virtue of the provisions of subparagraph (a) above or, prior to or after such date, by virtue of any other applicable provision of this definition,

all as more particularly defined in the Trust Deed.

A report by an Authorised Officer of easyJet plc that in its opinion a Subsidiary of easyJet plc is or is not or was or was not at any particular time or throughout any specified period a Material Subsidiary may be relied upon by the Trustee without further enquiry or evidence and, if relied upon by the Trustee, shall, in the absence of manifest error, be conclusive and binding on all parties.

10. REPLACEMENT OF NOTES, COUPONS AND TALONS

Should any Note, Coupon or Talon be lost, stolen, mutilated, defaced or destroyed, it may be replaced at the specified office of the Agent upon payment by the claimant of such costs and expenses as may be incurred in connection therewith and on such terms as to evidence and indemnity as the Issuer may reasonably require. Mutilated or defaced Notes, Coupons or Talons must be surrendered before replacements will be issued.

11. PAYING AGENTS

The names of the initial Paying Agents and their initial specified offices are set out below. If any additional Paying Agents are appointed in connection with any Series, the names of such Paying Agents will be specified in Part B of the applicable Final Terms.

The Issuer is entitled, with the prior written approval of the Trustee, to vary or terminate the appointment of any Paying Agent and/or appoint additional or other Paying Agents and/or approve any change in the specified office through which any Paying Agent acts, provided that:

• (a) there will at all times be an Agent;
• (b) so long as the Notes are listed on any stock exchange or admitted to listing by any other relevant authority, there will at all times be a Paying Agent with a specified office in such place as may be required by the rules and regulations of the relevant stock exchange or other relevant authority; and
• (c) there will at all times be a Paying Agent in a jurisdiction within Europe, other than the jurisdiction(s) in which the Issuer and/or any Guarantor is incorporated.

In addition, the Issuer shall forthwith appoint a Paying Agent having a specified office in New York City in the circumstances described in Condition 5.4. Notice of any variation, termination, appointment or change in Paying Agents will be given to the Noteholders promptly by the Issuer in accordance with Condition 13.

In acting under the Agency Agreement, the Paying Agents act solely as agents of the Issuer and the Guarantors and, in certain circumstances specified therein, of the Trustee and do not assume any obligation to, or relationship of agency or trust with, any Noteholders or Couponholders. The Agency Agreement contains provisions permitting any entity into which any Paying Agent is merged or converted or with which it is consolidated or to which it transfers all or substantially all of its assets to become the successor paying agent.

12. EXCHANGE OF TALONS

On and after the Interest Payment Date on which the final Coupon comprised in any Coupon sheet matures, the Talon (if any) forming part of such Coupon sheet may be surrendered at the specified office of the Agent or any other Paying Agent in exchange for a further Coupon sheet including (if such further Coupon sheet does not include Coupons to (and including) the final date for the payment of interest due in respect of the Note to which it appertains) a further Talon, subject to the provisions of Condition 8.

13. NOTICES

All notices regarding the Notes will be deemed to be validly given if published in a leading English language daily newspaper of general circulation in London. It is expected that any such publication in a newspaper will be made in the Financial Times in London. The Issuer shall also ensure that notices are duly published in a manner which complies with the rules of any stock exchange or other relevant authority on which the Notes are for the time being listed or by which they have been admitted to trading. Any such notice will be deemed to have been given on the date of the first publication or, where required to be published in more than one newspaper, on the date of the first publication in all required newspapers. If publication as provided above is not practicable, a notice will be given in such other manner, and will be deemed to have been given on such date, as the Trustee shall approve in writing.

Until such time as any definitive Notes are issued, there may, so long as any Global Notes representing the Notes are held in their entirety on behalf of Euroclear and/or Clearstream, Luxembourg, be substituted for such publication in such newspaper(s) the delivery of the relevant notice to Euroclear and/or Clearstream, Luxembourg for communication by them to the holders of the Notes and, in addition, for so long as any Notes are listed on a stock exchange or are admitted to trading by another relevant authority and the rules of that stock exchange or relevant authority so require, such notice will be published in a daily newspaper of general circulation in the place or places required by those rules. Any such notice shall be deemed to have been given to the holders of the Notes on the second day after the day on which the said notice was given to Euroclear and/or Clearstream, Luxembourg.

Notices to be given by any Noteholder shall be in writing and given by lodging the same, together (in the case of any Note in definitive form) with the relative Note or Notes, with the Agent. Whilst any of the Notes are represented by a Global Note, such notice may be given by any holder of a Note to the Agent through Euroclear and/or Clearstream, Luxembourg, as the case may be, in such manner as the Agent and Euroclear and/or Clearstream, Luxembourg, as the case may be, may approve for this purpose.

14. SUBSTITUTION

• 14.1 The Trustee may (at the expense of the Issuer), without the consent of the Noteholders or the Couponholders, agree with the Issuer and the Guarantors to:
  • (a) the substitution in place of the relevant Issuer (or of any previous substitute under this Condition) as the principal debtor under the Notes, the Coupons and the Trust Deed, of (A) any holding company of easyJet plc, (B) any other company being a Subsidiary of easyJet plc (including, for the avoidance of doubt, any Guarantor which is a Subsidiary of easyJet plc), (C) where easyJet B.V. is the Issuer, easyJet plc, or (D) any Successor in Business (as defined in the Trust Deed) of the relevant Issuer; and/or
  • (b) the substitution in place of a Guarantor (or of any previous substitute under this Condition) as a guarantor under the Trust Deed of any Successor in Business (as defined in the Trust Deed) of such Guarantor,

in each case, subject to:

• (i) the Trustee being satisfied that the substitution is not materially prejudicial to the interests of the Noteholders; and
• (ii) certain other conditions set out in the Trust Deed being complied with.
• 14.2 The Trustee shall, without the consent of the Noteholders or Couponholders, agree with the Issuer and the Guarantors to the substitution of easyJet plc (or any previous substitute for easyJet plc under Condition 14.1(a) or Condition 14.1(b), as applicable) in place of a Guarantor (or another Guarantor, where easyJet B.V. is the Issuer) (or of any previous substitute for the relevant Guarantor under Condition 14.1(b)) so that the substituted entity shall no longer be an obligor in respect of the Notes, provided that:
  • (a) an Authorised Officer of easyJet plc has certified in writing to the Trustee that (I) the relevant Guarantor is no longer a party to, or an obligor under, the U.S.\$400,000,000 Secured Revolving Credit Facility Agreement dated 9 September 2021 or any replacement or substitute loan(s) or financing agreement(s) (the "Facilities Agreement") and (II) easyJet plc (or a Subsidiary of easyJet plc which is guaranteed by easyJet plc) is the principal obligor under the Facilities Agreement or the primary working capital and standby bank facilities for easyJet plc and its Subsidiaries;
• (b) each of the Rating Agencies (as defined in Condition 6.5) then rating the Notes has confirmed in writing to the Trustee that it has determined that it would not downgrade or withdraw the credit rating assigned by it to the Notes as a result of such substitution; and
• (c) certain other conditions set out in the Trust Deed are complied with.

Upon any such substitution of a Guarantor (or another Guarantor, in the case of Notes issued by easyJet B.V.) by easyJet plc, all provisions relating to such Guarantor and the relevant Guarantee (including, without limitation, paragraphs (i) and (j) of Condition 9.1) in these Conditions and the Trust Deed shall (without prejudice to any provisions relating to any other Guarantor and the other Guarantees) cease to have effect and these Conditions and the Trust Deed shall be construed accordingly. A certification by an Authorised Officer of easyJet plc under paragraph (x) above may be relied upon by the Trustee without further enquiry or evidence and the Trustee shall suffer no liability whatsoever for so relying on, and acting in accordance with, such certification.

15. MEETINGS OF NOTEHOLDERS, MODIFICATION AND WAIVER

The Trust Deed contains provisions for convening meetings of the Noteholders (including meetings by telephone or video conference) to consider any matter affecting their interests, including the sanctioning by Extraordinary Resolution of a modification of the Notes, the Coupons or any of the provisions of the Trust Deed. Such a meeting may be convened by the Issuer, any of the Guarantors or the Trustee and shall be convened by the Issuer if required in writing by Noteholders holding not less than 10 per cent. in nominal amount of the Notes for the time being remaining outstanding. The quorum at any such meeting for passing an Extraordinary Resolution is one or more persons holding or representing not less than 50 per cent. in nominal amount of the Notes for the time being outstanding, or at any adjourned meeting one or more persons being or representing Noteholders whatever the nominal amount of the Notes so held or represented, except that at any meeting the business of which includes the modification of certain provisions of the Notes or the Coupons or the Trust Deed (including modifying the date of maturity of the Notes or any date for payment of interest thereon, reducing or cancelling the amount of principal or the rate of interest payable in respect of the Notes or altering the currency of payment of the Notes or the Coupons), the quorum shall be one or more persons holding or representing not less than two-thirds in nominal amount of the Notes for the time being outstanding, or at any adjourned such meeting one or more persons holding or representing not less than one-third in nominal amount of the Notes for the time being outstanding. The Trust Deed provides that (i) a resolution passed at a meeting duly convened and held in accordance with the Trust Deed by a majority consisting of not less than three-fourths of the votes cast on such resolution, (ii) a resolution in writing signed by or on behalf of the holders of not less than three-fourths in nominal amount of the Notes for the time being outstanding or (iii) consent given by way of electronic consents through the relevant clearing system(s) (in a form satisfactory to the Trustee) by or on behalf of the holders of not less than three-fourths in nominal amount of the Notes for the time being outstanding, shall, in each case, be effective as an Extraordinary Resolution of the Noteholders. An Extraordinary Resolution passed by the Noteholders will be binding on all the Noteholders, whether or not they are present at any meeting and whether or not they voted on the resolution, and on all Couponholders.

The Trustee may agree, without the consent of the Noteholders or Couponholders, to any modification of, or to the waiver or authorisation of any breach or proposed breach of, any of the provisions of the Notes or the Trust Deed, or determine, without any such consent as aforesaid, that any Event of Default or Potential Event of Default (as defined in the Trust Deed) shall not be treated as such, where, in any such case, it is not, in the opinion of the Trustee, materially prejudicial to the interests of the Noteholders so to do or may agree, without any such consent as aforesaid, to any modification which is of a formal, minor or technical nature or to correct a manifest error. Any such modification shall be binding on the Noteholders and the Couponholders and any such modification shall be notified to the Noteholders in accordance with Condition 13 as soon as practicable thereafter. In addition, the Trustee shall be obliged to concur with the Issuer and the Guarantors in effecting any Benchmark Amendments in the circumstances and as otherwise set out in Condition 4.2(h) without the consent or approval of the Noteholders or Couponholders.

In connection with the exercise by it of any of its trusts, powers, authorities and discretions (including, without limitation, any modification, waiver, authorisation or determination), the Trustee shall have regard to the general interests of the Noteholders as a class (but shall not have regard to any interests arising from circumstances particular to individual Noteholders or Couponholders whatever their number) and, in particular but without limitation, shall not have regard to the consequences of any such exercise for individual Noteholders or Couponholders (whatever their number) resulting from their being for any purpose domiciled or resident in, or otherwise connected with, or subject to the jurisdiction of, any particular territory or any political sub-division thereof and the Trustee shall not be entitled to require, nor shall any Noteholder or Couponholder be entitled to claim, from the Issuer, the Guarantors, the Trustee or any other person any indemnification or payment in respect of any tax consequences of any such exercise upon individual Noteholders or Couponholders except to the extent already provided for in Condition 7 and/or any undertaking or covenant given in addition to, or in substitution for, Condition 7 pursuant to the Trust Deed.

16. INDEMNIFICATION OF THE TRUSTEE AND TRUSTEE CONTRACTING WITH THE ISSUER AND/OR THE GUARANTORS

The Trust Deed contains provisions for the indemnification of the Trustee and for its relief from responsibility, including provisions relieving it from taking action unless indemnified and/or secured and/or pre-funded to its satisfaction.

The Trust Deed also contains provisions pursuant to which the Trustee is entitled, inter alia, (a) to enter into business transactions with easyJet plc, easyJet B.V., the Guarantors and/or any of their respective Subsidiaries and to act as trustee for the holders of any other securities issued or guaranteed by, or relating to, easyJet plc, easyJet B.V., the Guarantors and/or any of their respective Subsidiaries, (b) to exercise and enforce its rights, comply with its obligations and perform its duties under or in relation to any such transactions or, as the case may be, any such trusteeship without regard to the interests of, or consequences for, the Noteholders or Couponholders and (c) to retain and not be liable to account for any profit made or any other amount or benefit received thereby or in connection therewith.

17. FURTHER ISSUES

The Issuer shall be at liberty from time to time without the consent of the Noteholders or the Couponholders to create and issue further notes having terms and conditions the same as the Notes or the same in all respects save for the amount and date of the first payment of interest thereon and the date from which interest starts to accrue and so that the same shall be consolidated and form a single Series with the outstanding Notes.

18. CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999

No person shall have any right to enforce any term or condition of this Note under the Contracts (Rights of Third Parties) Act 1999, but this does not affect any right or remedy of any person which exists or is available apart from that Act.

19. GOVERNING LAW AND SUBMISSION TO JURISDICTION

19.1 Governing Law

The Trust Deed (including each Guarantee), the Agency Agreement, the Notes, the Coupons and any non-contractual obligations arising out of or in connection with the Trust Deed (including each Guarantee), the Agency Agreement, the Notes and the Coupons are governed by, and construed in accordance with, English law.

19.2 Jurisdiction

(a) Subject to Condition 19.2(c) below, the English courts have exclusive jurisdiction to settle any dispute arising out of or in connection with the Trust Deed, the Notes and/or the Coupons, including any dispute as to their existence, validity, interpretation, performance, breach or termination or the consequences of their nullity and any dispute relating to any non-contractual obligations arising out of or in connection with the Trust Deed, the Notes and/or the Coupons (a "Dispute") and accordingly each of the Issuer, the Guarantors and the Trustee and any Noteholders or Couponholders in relation to any Dispute submits to the exclusive jurisdiction of the English courts.

• (b) For the purposes of this Condition 19.2, the Issuer and the Guarantors each waives any objection to the English courts on the grounds that they are an inconvenient or inappropriate forum to settle any Dispute.
• (c) To the extent allowed by law, the Trustee, the Noteholders and the Couponholders may, in respect of any Dispute or Disputes, take (i) proceedings in any other court with jurisdiction; and (ii) concurrent proceedings in any number of jurisdictions.
• (d) easyJet B.V. irrevocably appoints EACL at its registered office at Hangar 89, London Luton Airport, Luton LU2 9PF, Bedfordshire, United Kingdom as easyJet B.V.'s agent for service of process in any proceedings before the English courts in relation to any Dispute and agrees that, in the event of EACL being unable or unwilling for any reason so to act, they will as soon as practicable appoint another person approved by the Trustee as easyJet B.V.'s agent for service of process in England in respect of any Dispute. easyJet B.V. and EACL each agrees that failure by a process agent to notify it of any process will not invalidate service. Nothing herein shall affect the right to serve process in any other manner permitted by law.

USE OF PROCEEDS

The net proceeds from each issue of Notes will be applied by the Relevant Issuer for its general corporate purposes. If, in respect of an issue there is a particular identified use of proceeds, this will be stated in the applicable Final Terms.

ALTERNATIVE PERFORMANCE MEASURES

The Issuers and the other Guarantors consider that the following metrics referenced in or in connection with this Offering Circular constitute Alternative Performance Measures ("APMs") as defined in the European Securities and Markets Authority Guidelines on Alternative Performance Measures:

APM	Definition of APM	Reconciliation	Rationale for inclusion
EBITDA	Earnings before interest, taxes, depreciation and amortisation ("EBITDA").	Statutory operating profit / (loss) adding back depreciation (including impairment) and amortisation of intangible assets. (See numerical reconciliation below.)	Measure of cash generation.
Capex	Net cash used in / generated from investing activities excluding other investments 6 ("capex").	Purchase of Property Plant and Equipment plus purchase of non current intangible assets less net proceeds from Sale and Leasebacks (See numerical reconciliation below.)	Allows measure of capital expenditure / proceeds from sale of assets.
Total Liquidity	Total Liquidity is the sum of cash and cash equivalents, other investments, undrawn credit facilities supported by a partial guarantee from UKEF, the revolving credit facilities and, from 1 December 2017 to 30 September 2020, the business interruption insurance policy (the "BIIP").	Cash and cash equivalents plus other investments 7 plus undrawn credit facilities and (until the 2020 Financial Year) insurance policies (balances held in currencies other than GBP are translated at the spot rates prevailing at the respective balance sheet dates). (See numerical reconciliation below.)	Measure of liquidity available to cover short term shock events.
Cash from operations less capex	Cash from operations less capex.	Net cash generated from operating activities less capex. (See numerical reconciliation below.)	Measure of the ability of the underlying operation to cover investment capital expenditure

⁶ Other Investments comprise term deposits, tri-party repos and managed investments where the original duration of the investment was more than three months. For all financial years presented in this Offering Circular prior to the 2024 Financial Year, Other Investments were presented as Money Market Deposits in the consolidated financial statements of easyJet plc and did not include managed investments.

⁷ Other Investments comprise term deposits, tri-party repos and managed investments where the original duration of the investment was more than three months. For all financial years presented in this Offering Circular prior to the 2024 Financial Year, Other Investments were presented as Money Market Deposits in the consolidated financial statements of easyJet plc and did not include managed investments.

APM	Definition of APM	Reconciliation	Rationale for inclusion
Gross Debt	Outstanding amount of debt ("gross debt")	Unsecured eurobonds plus commercial paper plus term loans plus lease liabilities plus secured drawn facilities. (See numerical reconciliation below.)	Measure of total debt outstanding
Net Cash / (Debt)	Gross debt relative to cash held on balance sheet	Total cash less borrowings and lease liabilities; cash includes cash equivalents and other investments 8 . (See numerical reconciliation below.)	Measure of debt relative to available unrestricted cash
Unrestricted cash	The sum of cash and cash equivalents and other investments excluding restricted cash.	Cash and cash equivalents plus other investments 9 (See numerical reconciliation below.)	Measure of total cash readily available.

The numerical reconciliations of the APMs described above are set out in the tables below. Note the figures provided in the tables below include any restatements made throughout this period and reflect the accounting standards applicable for the years in which the accounts were compiled.

Reconciliation of EBITDA	2024 Financial Year	2023 Financial Year	2022 Financial Year	2021 Financial Year	2020 Financial Year	2019 Financial Year	2018 Financial Year
				(£, millions)
Statutory operating profit / (loss)	589	453	(27)	(910)	(899)	466	460
Impairment	-	-	-	-	37	-	-
Depreciation	727	644	539	456	485	484	199
Amortisation of intangible assets	43	29	25	24	18	15	15
EBITDA	1,359	1,126	537	(430)	(359)	965	677

Reconciliation of capex	2024 Financial Year	2023 Financial Year	2022 Financial Year	2021 Financial Year	2020 Financial Year	2019 Financial Year	2018 Financial Year
				(£, millions)
Purchase of Property, Plant and
Equipment	(811)	(677)	(501)	(140)	(659)	(954)	(931)
Purchase of non-current intangible
assets	(118)	(77)	(29)	(9)	(36)	(30)	(81)
Net proceeds from Sale and
Leasebacks	114	76	87	836	702	121	106
Capex	(815)	(678)	(443)	687	7	(863)	(906)

⁸ Other Investments comprise term deposits, tri-party repos and managed investments where the original duration of the investment was more than three months. For all financial years presented in this Offering Circular prior to the 2024 Financial Year, Other Investments were presented as Money Market Deposits in the consolidated financial statements of easyJet plc and did not include managed investments.

⁹ Other Investments comprise term deposits, tri-party repos and managed investments where the original duration of the investment was more than three months. For all financial years presented in this Offering Circular prior to the 2024 Financial Year, Other Investments were presented as Money Market Deposits in the consolidated financial statements of easyJet plc and did not include managed investments.

Reconciliation of Total Liquidity	2024 Financial Year	2023 Financial Year	2022 Financial Year	2021 Financial Year	2020 Financial Year	2019 Financial Year	2018 Financial Year
				(£, millions)
Cash and cash equivalents	1,343	2,925	3,514	3,536	2,284	1,285	1,025
Other Investments(1)	2,118	-	126	-	32	291	348
Revolving Credit Facilities (undrawn)	298	328	359	297	-	407	633
UKEF facilities (undrawn)	1,306	1,433	736	609	-	-	-
BIIP(2)	N/A	N/A	N/A	N/A	150	150	150
Total Liquidity	5,065	4,686	4,735	4,442	2,466	2,133	2,156

Note:

_______________

(1) Other Investments comprise term deposits, tri-party repos and managed investments where the original duration of the investment was more than three months. For all financial years presented in this Offering Circular prior to the 2024 Financial Year, Other Investments were presented as Money Market Deposits in the consolidated financial statements of easyJet plc and did not include managed investments.

(2) BIIP not classified as part of Total Liquidity from (and including) the 2021 Financial Year, however policy expired in November 2023.

Reconciliation of cash from operations less capex	2024 Financial Year	2023 Financial Year	2022 Financial Year	2021 Financial Year	2020 Financial Year	2019 Financial Year	2018 Financial Year
Net cash generated from operating
activities	1,465	1,551	776	(1,036)	(762)	761	961
Capex	(815)	(678)	(443)	687	7	(863)	(906)
Cash from operations less capex	650	873	333	(349)	(755)	(102)	55

Reconciliation of gross debt	2024 Financial Year	2023 Financial Year	2022 Financial Year	2021 Financial Year	2020 Financial Year	2019 Financial Year	2018 Financial Year
				(£, millions)
Eurobonds	(2,106)	(1,895)	(2,356)	(2,303)	(1,356)	(1,324)	(977)
Lease liabilities	(1,174)	(989)	(1,113)	(1,079)	(710)	(578)	-
Commercial paper(1)	-	-	-	(300)	(600)	-	-
Bilateral Term Loans secured against
aircraft	-	-	-	-	(388)	-	-
Drawn Revolving Credit Facilities	-	-	-	-	(387)	-	-
Term Loan (UK Export Finance backed
facility)	-	-	(841)	(764)	-	-	-
Gross debt	(3,280)	(2,884)	(4,310)	(4,446)	(3,441)	(1,902)	(977)

Note:

_______________

_______________

(1) Issued pursuant to the Bank of England's Covid Corporate Financing Facility.

Reconciliation of net cash / (debt)	2024 Financial Year	2023 Financial Year	2022 Financial Year	2021 Financial Year	2020 Financial Year	2019 Financial Year	2018 Financial Year
				(£, millions)
Gross debt	(3,280)	(2,884)	(4,310)	(4,446)	(3,441)	(1,902)	(977)
Cash and cash equivalents	1,343	2,925	3,514	3,536	2,284	1,285	1,025
Other Investments(1)	2,118	-	126	-	32	291	348
Net cash / (debt)	181	41	(670)	(910)	(1,125)	(326)	396

Note:

⁽¹⁾ Other Investments comprise term deposits, tri-party repos and managed investments where the original duration of the investment was more than three months. For all financial years presented in this Offering Circular prior to the 2024 Financial Year, Other Investments were presented as Money Market Deposits in the consolidated financial statements of easyJet plc and did not include managed investments.

Reconciliation of unrestricted cash	2024 Financial Year	2023 Financial Year	2022 Financial Year	2021 Financial Year	2020 Financial Year	2019 Financial Year	2018 Financial Year
					(£, millions)
Cash and cash equivalents	1,343	2,925	3,514	3,536	2,284	1,285	1,025
Other Investments(1)	2,118	-	126	-	32	291	348
Unrestricted cash	3,461	2,925	3,640	3,536	2,316	1,576	1,373

Note:

_______________

⁽¹⁾ Other Investments comprise term deposits, tri-party repos and managed investments where the original duration of the investment was more than three months. For all financial years presented in this Offering Circular prior to the 2024 Financial Year, Other Investments were presented as Money Market Deposits in the consolidated financial statements of easyJet plc and did not include managed investments.

DESCRIPTION OF EASYJET PLC, EASYJET B.V. AND EACL

BACKGROUND

easyJet plc is domiciled in the UK and trades commercially as 'easyJet'. It was incorporated and registered in England and Wales on 24 March 2000 under the UK Companies Act 1985 as a private company limited by shares with the name easyJet Limited and registered number 03959649. By resolution dated 12 October 2000, easyJet plc resolved to register as a public limited company, which became effective from 16 October 2000. easyJet plc's registered office is at Hangar 89, London Luton Airport, Luton, Bedfordshire LU2 9PF, UK and its telephone number is +44 1582 525 019.

easyJet B.V. is domiciled in the Netherlands and is a financing vehicle for easyJet. It was incorporated on 7 August 2020 and registered in the Netherlands on 10 August 2020 with registered number 80014224. easyJet B.V.'s registered office is at Westerdoksdijk 423, 1013 BX Amsterdam, The Netherlands and its telephone number is +31 202377777.

EACL is also domiciled in the UK. It was incorporated and registered in England and Wales on 17 March 1995 under the UK Companies Act 1985 as a private company limited by shares under registered number 03034606. Its registered office is at Hangar 89, London Luton Airport, Luton, Bedfordshire LU2 9PF, UK and its telephone number is +44 1582 525 019.

Structure of easyJet

easyJet plc is the holding company of the group of easyJet companies. EACL is an operating entity within easyJet and is wholly owned by easyJet plc. easyJet Europe Airline GmbH ("easyJet Europe") was incorporated to enable easyJet to continue to operate flights both within Europe and domestically within European countries and is wholly owned by easyJet plc. In addition, easyJet UK Limited ("easyJet UK") was incorporated on 27 July 2017 as a wholly owned subsidiary of easyJet plc. easyJet UK, easyJet Europe and easyJet Switzerland SA ("easyJet Switzerland") are all airline operating entities. easyJet's holiday operations are operated through easyJet Holidays Holdings Limited, easyJet Holidays Limited and easyJet Holidays Transport Limited (together, "easyJet holidays"). easyJet's construction and building projects were operated through easyJet plc's now dormant subsidiaries, easyJet HQ Holdings Limited, easyJet HQ Limited and easyJet HQ Development Limited. easyJet B.V. was incorporated on 7 August 2020 as a wholly owned subsidiary of easyJet plc as a financing vehicle for easyJet. easyJet MT Limited was incorporated on 11 February 2021 as a wholly owned subsidiary of easyJet plc with the sole purpose of enabling easyJet to distribute insurance products to the remaining 27 member states of the EU following the UK's exit from the EU ("Brexit"). easyJet Engineering Malta Limited became a wholly owned subsidiary of easyJet plc following the acquisition of the SR Technics Malta maintenance facility on 31 May 2024, to undertake easyJet's heavy maintenance.

The following chart shows a summary of the easyJet structure as at the date of this Offering Circular showing its key wholly and majority owned subsidiaries:

(*) easyJet plc has a 49.0 per cent. interest in easyJet Switzerland with an option to acquire the remaining 51.0 per cent. easyJet Switzerland is consolidated as a subsidiary on the basis that easyJet plc exercises a dominant influence over the undertaking. Holders of the remaining 51.0 per cent. of the shares have no entitlement to any dividends from that holding and easyJet plc has an option to acquire those shares for a predetermined minimal consideration. All other subsidiaries shown in the above chart are wholly owned by easyJet plc.

For more information on applicable nationality requirements, see "Regulatory Environment" below.

STRATEGY

easyJet's strategy involves building on its competitive advantages of what it believes comprise a strong network, strong market positions, an efficient low-cost model, customer loyalty and a robust balance sheet.

The focuses of its strategy include the following four strategic initiatives, as described further below:

• 1. Building Europe's best network;
• 1. Transforming revenue;
• 1. Delivering ease and reliability; and
• 1. Driving easyJet's low-cost model.

1. Building Europe's best network

easyJet's strategy is to drive travel by focusing on primary airports which serve valuable catchment areas. easyJet's model is to operate out of primary airports and its route frequencies deliver choice and flexibility for its customers while increasing returns for easyJet.

easyJet has a portfolio of slots at customer-friendly times in capacity constrained airports, which easyJet believes reinforces its competitive advantage against airlines which cannot match its breadth of destinations and frequencies.

easyJet regularly reviews its route network and constantly strives to balance its network by allocating aircraft to areas of the network which drive the highest returns depending on the time of day or year.

easyJet believes that by focusing on its country leadership in Western Europe and adding new bases to provide further network breadth and flexibility, easyJet will achieve cost benefits to manage seasonality and support the growth of easyJet holidays with limited risk.

For more information on easyJet's network, see "Network" below.

2. Transforming revenue

easyJet aims to continue to develop in its ancillary revenue area to ensure that it maximises the revenue potential of the market. easyJet will invest in its revenue management capability, develop new industryleading ways of leveraging data and optimise ticket and ancillary revenue (including further revenue generation from the use of pricing algorithms to apply dynamic pricing to both tickets and ancillary products).

easyJet also intends to transform its ability to develop ancillary revenue products for its customers based on their specific needs. Furthermore, easyJet will continue to invest in diversifying its sources of revenue with an ongoing focus on easyJet holidays.

3. Delivering ease and reliability

easyJet aims to deliver a seamless and digitally enabled customer journey at every stage and is continuously working to enhance the customer experience. easyJet focuses on the following areas to deliver ease in the customer experience:

• Communications: providing helpful and timely information flows and creating cohesion across the end-to-end experience;

• Airport journey: improving the airport experience by optimising core processes including boarding and bag drop and the application of technology enhancements such as biometric automation to reduce queuing;
• Inflight offering: creating a more personalised service enabled through the use of connected technology and enhancing the current crew's engagement; and
• Disruption management: focusing on improvements to streamline policies, simplify processes and automate solutions, alongside more efficient communications via connected devices.

easyJet also aims to deliver reliable performance through the following measures:

• Process oversight: a focus on base driven reporting, with station level ownership and control;
• Prior to departure: optimising planning activities such as crew rostering and standby allocation; and
• On the day turn execution: key to delivery, with elements including supply chain, event communications management, hand luggage policies and inventory optimisation.

4. Driving easyJet's low-cost model

Disciplined execution of the low-cost model underpins all of the elements of the easyJet strategy, as follows:

• a highly efficient point-to-point network to deliver simplicity in operations and scale within airports;
• providing disaggregated products and relevant bundles of products, allowing customers to pay for what they value; and
• ensuring that easyJet has a fleet with exceptional fuel efficiency and low maintenance costs.

BUSINESS

Overview

easyJet's business comprises the provision of low-cost point-to-point short-haul airline services primarily in Europe. easyJet's business model and strategy provides a foundation for easyJet to grow and generate returns.

The total number of passengers carried by easyJet increased by 8.3 per cent. to 89.7 million for the year ended 30 September 2024 (compared to 82.8 million for the year ended 30 September 2023) driven by an increase in seats flown of 8.4 per cent to 100.4 million for the year ended 30 September 2024 (compared to 92.6 million for the year ended 30 September 2023).

For the year ended 30 September 2024, easyJet had total revenue of £9,309 million (for the year ended 30 September 2023: £8,171 million), an increase of 13.9 per cent. for the year ended 30 September 2024, and total headline profit before tax of £610 million for the year ended 30 September 2024 (for the year ended 30 September 2023: £455 million).

Airline load factor was 89.3 per cent. in the year ended 30 September 2024 (compared to 89.3 per cent. in the year ended 30 September 2023).

EACL

EACL is the principal operating subsidiary of easyJet plc. EACL used to hold easyJet's UK operating licence, but this was transferred to easyJet UK in 2018 as part of easyJet's Brexit planning. EACL now leases aircraft to easyJet UK, easyJet Europe and easyJet Switzerland to enable them to operate. EACL has a services agreement with each of easyJet UK, easyJet Europe and easyJet Switzerland, pursuant to which it provides various services. easyJet plc and its subsidiaries, including EACL are managed on a unified basis.

For the year ended 30 September 2024, EACL had total revenue of £9,442 million (an increase of 11.0 per cent. from the year ended 30 September 2023) and a profit before tax of £182 million (an improvement of £28 million from the year ended 30 September 2023). For the year ended 30 September 2023, EACL had total revenue of £8,508 million and profit before tax of £154 million. As at 30 September 2024, EACL had property, plant and equipment on its balance sheet totalling £5,415 million (as at 30 September 2023: £4,824 million), comprised of owned assets of £4,274 million (as at 30 September 2023: £3,912 million) and Right of Use assets held under leasing agreements under IFRS 16 of £1,141 million (as at 30 September 2023: £912 million).

External environment

easyJet continues to primarily operate in the European short-haul aviation market. easyJet's focus is primarily in western and northern Europe, where it believes its potential customer base has a high propensity to spend.

The European short-haul aviation market can be primarily divided into legacy carriers and low-cost carriers. Legacy carriers (often referred to as 'flag' carriers) operate both short and long-haul networks. Whilst prior to the COVID-19 pandemic the overall short-haul market had grown over the previous ten years, the lowcost carriers have taken significant market share from legacy carriers as the legacy carriers have not grown their capacity across their short-haul networks. At the same time legacy carriers have been transferring capacity from their flag carriers to low-cost subsidiaries.

Network

As at 30 September 2024, easyJet operated on 1,099 routes serving 160 airports.

easyJet aims to build Europe's best network. To achieve this aim, it has created positions in key airports across Europe which it believes cannot easily be replicated by any competitor. This network is enabled by the extensive slot portfolio which is focussed on primary airports and key destinations such as the Greek Islands. easyJet has established a strong presence in valuable catchment areas that represent a number of Europe's top markets by GDP, focusing on both leisure and business travel. easyJet regularly reviews and optimises its route network in order to maximise returns and exploit demand opportunities in the market.

Fuel

easyJet has jet fuel supply contracts in place at its network bases and other locations. easyJet's total fuel and associated carbon cost for the year ended 30 September 2024 was £2,223 million compared to £2,033 million for the year ended 30 September 2023.

International prices for jet fuel are denominated in US dollars, and therefore easyJet's fuel costs are subject to both price fluctuations and exchange rate risk. easyJet manages this risk through its hedging policies and practices.

Liquidity

On 16 June 2023, easyJet entered into a U.S.\$1.75 billion five-year sustainability-linked term loan facility, underwritten by a syndicate of banks and supported by a partial guarantee from UK Export Finance ("UKEF") under the UKEF Export Development Guarantee (the "2023 UKEF Facility"). Embedded within the 2023 UKEF Facility is a sustainability key performance indicator linked to a reduction in carbon emission intensity in line with easyJet's net zero roadmap (see "Sustainability" below), with a margin adjustment mechanism (upward or downward) conditional on the achievement of specific milestones. Other than the sustainability linkage, the 2023 UKEF Facility is on similar terms to a prior term loan facility (repaid and terminated in June 2023), underwritten by a syndicate of banks and supported by a partial guarantee from UKEF under the UKEF Export Development Guarantee. As at the date of this Offering Circular, the 2023 UKEF Facility is undrawn and has been undrawn since its inception.

The table below sets out easyJet's liquidity position at certain reporting dates:

	As at 30 September 2024	As at 30 September 2023
Unrestricted cash
(£ millions)	3,461	2,925
Total liquidity
(£ millions)	5,065	4,686
Minimum liquidity requirement(1)
(£ millions)	2,241	2,001

_______________ (1) easyJet's minimum liquidity requirement is unearned revenue plus £500 million.

easyJet will continue to review its liquidity position on a regular basis and will continue to assess further funding opportunities should the need arise.

See "Note 27. Financial Risk and Capital Risk Management – Liquidity risk management" to the audited consolidated annual financial statements of easyJet plc as at and for the financial year ended 30 September 2024 for further liquidity information as at 30 September 2024.

See "Recent Developments" below for further liquidity information since 30 September 2024.

Balance Sheet

easyJet's funding position remains robust with net cash at 30 September 2024 of £181 million (as at 30 September 2023: net cash of £41 million), which comprised unrestricted cash of £3,461 million (as at 30 September 2023: £2,925 million), borrowings of £2,106 million (as at 30 September 2023: £1,895 million), and lease liabilities of £1,174 million (as at 30 September 2023: £989 million).

See "Recent Developments" below for further balance sheet information since 30 September 2023.

Hedging arrangements

easyJet has hedging arrangements in respect of fuel, currency and interest rates, which it believes allows it to remain highly competitive across the European airline industry. The aim of easyJet's hedging policy is to reduce short-term cash flow volatility. As at 30 September 2024, easyJet was approximately 80 per cent. hedged for jet fuel for the first half of the 2025 Financial Year at an average rate of approximately U.S.\$808 per metric tonne and approximately 59 per cent. hedged for jet fuel for the second half of the 2025 Financial Year at an average rate of approximately U.S.\$771 per metric tonne.

See "Recent Developments" below for further information on hedging arrangements since 30 September 2024.

Sales and distribution

easyJet sells products via its own website www.easyjet.com and its 'easyJet Worldwide' platform, its mobile application, call centres, global distribution systems ("GDSs") and application programme interfaces ("APIs"). GDSs and APIs are platforms that allow third parties direct access to easyJet's bookings systems and are predominantly used for business customers.

easyJet has a bespoke proprietary revenue management system ("RMS") which is demand-based and is therefore designed to drive and optimise revenue from each flight. The continuous dynamic price-setting of the RMS is designed to optimise revenue, as well as allowing for revenue management of allocated seating and bags. It also assigns sales profile curves to each individual flight and assists with conversion of website traffic into bookings for easyJet. easyJet has a model to forecast how each route is going to perform. The model estimates potential passengers and revenue based on both easyJet's internal data around search volumes and web traffic, but also booking volumes.

easyJet seeks to drive innovation through its digital strategy, for example taking predictive data analysis into easyJet's schedule design to manage disruption, testing and analysing the booking process, and rolling out iPads to easyJet's crew to improve on time performance, reduce disruption, improve customer service and reduce paper. The development of its digital strategy enables easyJet to review extensive current and historic data with respect to its customers' travel and purchase habits and experiences in order to provide personalised and tailored communications to its customers.

easyJet's innovative customer loyalty scheme, 'Flight Club', continues to offer high-frequency, loyal passengers a range of benefits such as free name changes on tickets, free booking changes and price guarantees, rather than the traditional earnings based programme used by most other carriers. Alongside Flight Club, easyJet Plus, easyJet's paid membership programme, allows customers to access additional privileges for an annual fee.

easyJet holidays was re-launched on 28 November 2019 supported by a new website and mobile app offering a streamlined search and booking process. easyJet holidays is no longer solely operated on a commission model. easyJet holidays earns revenue on the total value of the package holidays, with hotel, flight and transfer costs reported as operating costs. easyJet holidays also continues to sell hotels through its partner Booking.com and earns a commission on these sales.

Additionally, easyJet has ancillary revenues from a range of other related products, such as the ability to choose allocated seating for an additional fee, new initiatives in easyJet's baggage strategy, and inflight and other revenues such as the sale of inflight food and beverages. For the year ended 30 September 2024, easyJet's Airline ancillary revenue performance was £2,457 million, an increase of 13.0 per cent. compared to the year ended 30 September 2023 (£2,174 million), due to increases in both passenger numbers and yields. Furthermore, for the year ended 30 September 2024, Airline ancillary revenue per seat increased by 4 per cent. to £24.45 compared to £23.47 for the year ended 30 September 2023.

Airline	2019	2020	2021	2022	2023	2024
revenue per seat	Financial Year	Financial Year	Financial Year	Financial Year	Financial Year	Financial Year
Passenger	£47.71	£41.78	£35.48	£46.80	£56.37	£56.90
Ancillary	£13.10	£12.57	£15.06	£19.43	£23.47	£24.45

Brand licence

easyJet places great importance on its brand. easyJet licenses the easyJet brand from easyGroup, a wholly owned subsidiary of easyGroup Holdings Limited, an entity in which easyJet's founder, Sir Stelios Haji-Ioannou, holds a beneficial interest. The Haji-Ioannou family concert party shareholding (being easyGroup Holdings Limited and Polys Holding Limited) holds, in total, 15.27 per cent. of the issued share capital of easyJet plc as disclosed to easyJet in accordance with the FCA's Disclosure Guidance and Transparency Rule 5 as at 28 September 2021.

Under the amended brand licence signed in October 2010 (the "Amended Brand Licence") an annual royalty of 0.25 per cent. of total annual statutory consolidated revenue (net of revenue taxes) is payable by easyJet plc to easyGroup. The full term of the licence agreement is 50 years. easyJet is able to terminate with one years' notice (or sooner if there is a material breach by easyGroup). easyGroup may only terminate the licence agreement in limited circumstances, including in the event of a material breach by easyJet or if easyJet enters into insolvency.

The licence agreement provides easyJet with worldwide rights to use the brand on a basis which protects easyJet's current commercial activities. Under the terms of the licence, easyJet is granted rights to use the brand for business activities, including commercial air travel and ancillary services, such as car hire, hotel arrangements and package holidays sold through easyJet holidays, as well as other activities.

Under the terms of the Amended Brand Licence, easyJet must contribute up to £1 million per annum to meet the costs to protect the 'easy' and 'easyJet' brands and easyGroup agreed to contribute £100 thousand per annum. Beyond the first £1.1 million of costs cumulatively contributed by both parties, easyJet can commit up to £5 million annually to meet brand protection costs, with easyGroup continuing to meet its share of costs on a 10:1 ratio. easyJet must meet 100.0 per cent. of any brand protection costs it wishes to incur above this limit.

SUSTAINABILITY

easyJet aims to become net zero by 2050, reducing its greenhouse gas emissions intensity by 78 per cent. (against a 2019 baseline).

In September 2022, easyJet announced a net zero roadmap that aligns with the Science Based Targets initiative ("SBTi") and secured validation from SBTi for its interim target of 35 per cent. greenhouse gas emissions intensity reduction by 2035 (against a 2019 baseline). easyJet's carbon reduction target is based on carbon emissions per revenue tonne kilometre. Since 2000, over a 20-year period, easyJet has reduced its carbon emissions per revenue tonne kilometre by over one third.

easyJet's sustainability approach revolves around airspace modernisation, sustainable aviation fuel ("SAF"), new aircraft technology such as hydrogen and operating more modern fuel-efficient aircraft.

In 2024, easyJet became the first airline partner of Viasat's IRIS programme, a satellite-based air traffic management system that will help deliver improvements to the way easyJet manages airspace, with the aim of eliminating 6.5 million tonnes of carbon dioxide ("CO2") from European skies by 2040. Furthermore, easyJet has joined Project SkyPower – a CEO-led initiative aiming to make SAF a commercial reality by 2030.

In September 2024, easyJet released new analysis to show where the greatest airspace inefficiencies are across the easyJet network. easyJet's aim is to provide this data to policymakers, regulators and air traffic controllers across Europe in order to help reduce European aviation's fuel consumption and therefore CO2 emissions.

easyJet has a partnership with Rolls-Royce for the development of hydrogen combustion engine technology. easyJet has been collaborating with Airbus since 2019 to develop a hydrogen-powered commercial airliner for entry into service in 2035. easyJet is also a founding member of the Hydrogen in Aviation ("HIA") alliance which brings together leading companies in the UK to help deliver zero carbon aviation. easyJet, together with the HIA alliance members (including Airbus, Rolls-Royce, GKN Aerospace, Bristol Airport and Ørsted), hosted the launch of the HIA at a parliamentary reception in the House of Commons in September 2023 to promote the use of hydrogen in aviation which was attended by the Secretary of State for Transport, crossbench Members of Parliament, academics and hydrogen experts.

FLEET

Fleet

easyJet believes it has built flexibility into its fleet planning arrangements such that it can increase or decrease capacity deployed in its network, in response to the opportunities available and prevailing economic conditions.

easyJet's fleet is owned or financed by a combination of unsecured debt and leases. As at 30 September 2024, the net book value of property, plant and equipment (excluding right of use assets held under leasing arrangements) was £4,285 million (compared to the 2023 Financial Year, £3,936 million as at 30 September 2023). As at 30 September 2024, the average age of easyJet's fleet was 10.2 years compared to 9.9 years as at 30 September 2023.

The composition of easyJet's fleet as at 30 September 2024 is in the following table:

Type of Aircraft	Owned	Leased	Total	% of fleet (%)	Changes since 30 September 2023	Future deliveries
A319	18	64	82	24%	-13	-
A320	103	77	180	52%	8	-
A320 neo	62	7	69	20%	15	131
A321 neo	5	11	16	5%	1	168
Total	188	159	347			299
Percentage of total
fleet	54%	46%

_______________ (1) easyJet retains the option to alter the aircraft type of future deliveries, subject to providing sufficient notification to the original equipment manufacturer.

The composition of easyJet's fleet as at 30 September 2023 is in the following table:

Type of Aircraft	Owned	Leased	Total
A319	29	66	95
A320	103	69	172
A320 neo	47	7	54
A321 neo	4	11	15
Total	183	153	336
Percentage of total
fleet	54%	46%

Aircraft acquisitions

On 12 October 2023, easyJet announced the proposed purchase of 157 A320neo family aircraft from Airbus S.A.S. ("Airbus") for delivery between the financial year expected to end on 30 September 2029 and the financial year expected to end on 30 September 2034, alongside purchase rights for a further 100 A320neo family aircraft (the "Purchase"). Alongside this (and in addition to aircraft already ordered under the 2013 purchase agreement with Airbus (the "2013 Agreement")), easyJet announced the conversion of 35 A320neo aircraft to A321neo aircraft planned for delivery between the 2026 Financial Year and the financial year expected to end on 30 September 2028 under an existing Airbus order. easyJet has also entered into an agreement with CFM International S.A. to supply engines, spare engines and maintenance services with respect to the Purchase.

The terms of the Purchase have been documented in an amendment agreement between EACL and Airbus to the 2013 Agreement which was approved by easyJet's shareholders in 2013. On 19 December 2023, easyJet announced that its shareholders had approved the Purchase.

Airbus has granted substantial price concessions to EACL with regard to the Airbus aircraft. The price concessions take the form of credit memoranda which EACL may apply towards the purchase of goods and services from Airbus or towards payments in respect of the purchase of the Airbus aircraft depending on the specific price concession. Airbus has also agreed to give EACL certain allowances as well as providing other goods and services to EACL on concessionary terms. As a result, the effective price of each Airbus aircraft will be substantially below the list price.

The table below sets out easyJet's fleet flexibility as at 20 November 2024 in respect of the 2025 Financial Year, 2026 Financial Year, 2027 Financial Year and 2028 Financial Year:

	2025 Financial Year	2026 Financial Year	2027 Financial Year	2028 Financial Year
Current fleet plan	356	368	381	395
Current contractual minimum	356	366	357	348
New aircraft deliveries	9	17	30	43

Aircraft financing

easyJet's operating leases include leases in respect of aircraft which bear interest at both fixed and floating rates. As at 30 September 2024, easyJet had borrowings of £2,106 million (30 September 2023: £1,895 million), and £1,174 million of lease liabilities (30 September 2023: £989 million). As at 30 September 2024, £416 million of its borrowings were due within one year and in addition it had current lease liabilities of £227 million.

Sale and leaseback

easyJet regularly executes sale and leaseback transactions for aircraft to manage residual value risk and maintain flexibility. During the 2024 Financial Year, easyJet completed sale and leasebacks of 11 aircraft to further bolster easyJet's liquidity position by total cash proceeds of £114 million. easyJet's lease liability increased by a total of £185 million as at 30 September 2024, compared with as at 30 September 2023.

Following these transactions, 54.0 per cent. of easyJet's total fleet was owned by easyJet and unencumbered as at 30 September 2024 (compared to 54.0 per cent. as at 30 September 2023).

See "Recent Developments" below for further information on sale and leaseback transactions since 30 September 2024.

Average Gauge

Historic figures for average seats per plane (also known as average gauge) in easyJet's fleet are set out below:

2018	2019	2020	2021	2022	2023	2024
Financial	Financial	Financial	Financial	Financial	Financial	Financial
Year	Year	Year	Year	Year	Year	Year
172	175	177	178	179	179	181

RECENT DEVELOPMENTS

Q1 performance of easyJet plc

• Capacity – in the three months ended 31 December 2024 ("Q1 2025"), seats earned10 increased to 21,236 thousand from 19,842 thousand in the three months ended 31 December 2023 ("Q1 2024"). This increase was in line with an increase in capacity from 23.0 million seats in Q1 2024 to 24.1 million seats in Q1 2025 with a marginally decreased load factor of 88 per cent. in Q1 2025, compared to 86 per cent. in Q1 2024.
• Revenue – in Q1 2025, total Group revenue increased to £2,037 million from £1,800 million in Q1 2024. This increase was primarily due to: (i) an increase in passenger revenue from £1,133 million in Q1 2024 to £1,255 million in Q1 2025; and (ii) an increase in Airline ancillary and holidays revenue from £667 million in Q1 2024 to £782 million in Q1 2025. This was primarily as a result of capacity flown and includes an increase in holidays revenue to £247 million in Q1 2025 from £181 million in Q1 2024.
• Costs in Q1 2025, Group headline costs including fuel increased to £1,889 million from £1,726 million in Q1 2024, this increase was primarily as a result of increased capacity flown.
• Loss – in Q1 2025, total headline loss before tax was £61 million, a £65 million improvement from the £126 million headline loss before tax in Q1 2024.
• Liquidity as at 31 December 2024, easyJet's net debt, including cash and cash equivalents and other investments of approximately £2.8 billion, was approximately £484 million, compared to net cash of £181 million as at 30 September 2024.

Hedging arrangements

As at 31 December 2024, easyJet's expected jet fuel requirement was approximately 82 per cent. hedged for the first half of the 2025 Financial Year at U.S.\$807 per metric tonne and 64 per cent. hedged for the second half of the 2025 Financial Year at U.S.\$770 per metric tonne.

REGULATORY ENVIRONMENT

The regulatory environment has a significant impact on easyJet, in particular the legislative framework set out by the EU, Austria, Switzerland and the UK.

International Regulation

The International Civil Aviation Organisation is an agency of the United Nations and was established by the 1944 Chicago Convention on International Civil Aviation (the "Convention"). The Convention established the process of coordinating and regulating international air services through bilateral air services

¹⁰ Earned seats include seats which are flown whether or not the passenger turns up, as easyJet is a no refund airline and once a flight has departed, a no-show customer is generally not entitled to change flights or seek a refund. Earned seats also include seats provided for promotional purposes and to staff for business travel.

agreements ("ASAs") between sovereign states. ASAs are international bilateral treaties between states, with government-negotiated terms and conditions covering all aspects of commercial scheduled air services between the two countries. An exception to this is the single aviation market arrangement which applies within the EU and the multilateral agreements between the EU and third countries.

EU Regulation

easyJet is and will continue to be affected by a wide range of EU laws and regulations. These include safety, security, aircraft operations, airline ownership, airport slot allocations, ground handling, competition, airport charges, consumer protection, insurance, environmental protection, air traffic control and general data protection.

Since April 1997, EU air carriers have been able to provide passenger services on routes between and within EU member states (and outside their home country of operations) without restrictions on capacity, frequencies and fares. The European Free Trade Association states and a number of other neighbouring countries are also parties to a multilateral agreement known as the European Common Aviation Area.

EU Regulation 1008/2008 (the "Air Services Regulation") sets nationality requirements for the holding of operating licences issued by EU Member States. An operating licence is an authorisation permitting the holder to transport passengers, mail or cargo by air. The Air Services Regulation requires that (i) an air carrier must be owned and continue to be owned directly or through majority ownership by EEA states and/or nationals of EEA states (for the purposes of the Air Services Regulation, this also includes ownership by Switzerland and/or Swiss nationals) and (ii) the air carrier must at all times be effectively controlled by such EEA member states or EEA nationals.

In order to ensure compliance with the Air Services Regulation and as a result of Brexit, easyJet announced in July 2017 that it had established a new airline operating entity, easyJet Europe, headquartered in Vienna, Austria to allow easyJet to continue to operate flights both across Europe and domestically within European countries after 31 December 2020. In addition to the incorporation of easyJet Europe, easyJet amended its articles of association to contain provisions to allow it to take action if necessary to ensure it continues to satisfy the EU ownership and control requirements. These provisions permit easyJet plc to regulate the level of ownership by non-qualifying nationals by suspending rights to attend and vote at meetings of shareholders and/or forcing the sale of shares owned by non-qualifying nationals to qualifying nationals.

On 23 December 2020, easyJet announced that the Board of Directors of easyJet plc (the "Board") had passed resolutions as part of its contingency plan to ensure continued compliance with EU ownership and control requirements following the end of the Brexit transition period on 31 December 2020. Accordingly, and in line with its contingency plan, easyJet announced on 4 January 2021 that it had commenced steps to suspend voting rights in respect of certain shares held by relevant persons, in accordance with easyJet plc's articles of association, so that a majority of the voting rights in easyJet plc are held by EU persons. As at 16 January 2025, the level of share ownership by EU persons was 36.95 per cent. Accordingly, in order to comply with European ownership and control requirements, easyJet has suspended voting rights in respect of certain shares held by UK and other non-EU nationals in accordance with easyJet's articles of association so that a majority of the voting rights in easyJet are held by EU persons.

Austrian Regulation

easyJet Europe has an operating licence and an Air Operator's Certificate ("AOC") in Austria which are subject to routine audit and review.

Austro Control GmbH ("Austro Control") is responsible for overseeing and regulating air carriers in Austria and issues AOCs under the requirements of EU and Austrian law. The Federal Ministry for Transport, Innovation and Technology is responsible for issuing operating licences in accordance with EU and Austrian law. An operating licence is an authorisation permitting the holder to transport passengers, mail or cargo by air. The criteria for granting an operating licence includes, inter alia, EU nationality, an air carrier's financial fitness, the adequacy of its insurance and the fitness of the persons who will manage the air carrier.

UK Regulation

easyJet UK currently has an operating licence and an AOC in the UK which are subject to routine audit and review.

The UK Civil Aviation Authority (the "CAA") is currently primarily responsible for overseeing and regulating air carriers in the UK. The CAA is responsible for licensing UK airlines through the issue of operating licences, subject to the requirements of UK law. An operating licence is an authorisation permitting the holder to transport passengers, mail or cargo by air. The criteria for granting an operating licence includes, inter alia, an air carrier's financial fitness, the adequacy of its insurance and the fitness of the persons who will manage the air carrier.

The CAA currently issues operating licences in the UK under the provisions of Regulation (EC) No 1008/2008, as amended by the Operation of Air Services (Amendment etc.) (EU Exit) Regulations 2020. The Civil Aviation Act 1982 provides further requirements that a carrier must hold (and comply with the terms of) a relevant 'route licence' to operate aircraft on flights involving (1) UK registered aircraft or (2) the carriage of passengers or cargo to or from a point outside the UK for non-UK registered aircraft. Such licences are granted by the CAA and can only be granted where the applicant holds a valid operating licence. easyJet holds the required 'route licences' for any relevant routes.

The Air Passenger Duty Regulations 1994 and its more recent amendments also impose a duty levied on the carriage of passengers from a UK airport (subject to limited exceptions). The duty is payable by operating carriers (both those based in the UK and foreign carriers) with the amount payable being calculated by reference to the passenger's final destination and the class of travel.

Swiss Regulation

easyJet Switzerland has an operating licence and an AOC in Switzerland which are subject to routine audit and review.

The Federal Office of Civil Aviation ("FOCA") is a part of the Federal Department of the Environment, Transport, Energy and Communications in Switzerland. The FOCA is responsible for the regulation and oversight of civil aviation in Switzerland and is responsible for licensing Swiss airlines through the issue of operating licences. An operating licence is required for commercial flight operators in Switzerland.

There are two main applicable sources of legislation for civil aviation companies operating in Switzerland, Swiss laws and ordinances (including the Swiss Federal Civil Aviation Act and the Swiss Federal Civil Aviation Ordinance) and regulations and directives based on EU legislation. Based on the agreement between the EU and the Swiss Confederation on Air Transport which entered into force on 1 June 2002, Switzerland has adopted the relevant civil aviation regulations of the EU, which are more fully described above. Similar to the framework in the UK, Swiss legislation requires air carriers with an EU or European Free Trade Association operating licence to also hold and comply with a route licence issued by the FOCA.

FOCA grants operating licences in Switzerland under the provisions of the Air Services Regulation (which applies to Switzerland by virtue of the Agreement between the European Community and the Swiss Confederation on Air Transport which entered into force on 1 June 2002).

Other National Regulation

Generally, easyJet is affected by a wide range of laws and regulations in each of the jurisdictions it operates in. These include safety, security, ground handling, airport charges, consumer protection, data protection, passenger taxes, package travel, environmental protection and air traffic control.

LITIGATION

easyJet is involved in a number of disputes and litigation cases which arose in the normal course of business. The potential outcome of these disputes and litigations can cover a range of scenarios, and in complex cases reliable estimates of any potential obligation may not be possible.

On 17 August 2023, the Information Commissioner's Office closed its investigation against easyJet in respect of the cyber-attack announced on 19 May 2020 whereby the email address and booking details of approximately 9 million customers and credit card details of 2,208 customers were accessed. However, the associated class action filed in May 2020 in the UK High Court by a law firm representing a class of customers affected by the data breach arising from the cyberattack remains in place. Similarly, other claims have been commenced or are threatened in certain other courts and jurisdictions. The merit, likely outcome and potential impact on easyJet of the class action claims are subject to a number of significant uncertainties and therefore easyJet is unable to assess the likely outcome or quantum of these claims at the date of this Offering Circular.

In November 2024, the Spanish Ministerio de Consumo (Ministry of Consumer Affairs) issued easyJet with a €29 million fine for its hand luggage policy and the charges applied to cabin bags. easyJet is appealing this and believes its policy is entirely lawful.

Additionally, there is an ongoing litigation matter in Italy, and a possibility of a claim being made by a third-party supplier, for what would be material recoveries. Management has assessed the likelihood of each case being brought, easyJet's response and likelihood of a successful defence, and at this stage, having taken external legal advice, does not consider it appropriate to provide for either matter.

SAFETY

easyJet's highest priority is the safety and security of its customers and its people. Comprehensive processes and governance structures are maintained to monitor and manage safety-related risk throughout the airline.

The safety management structure is led from the top of the organisation at easyJet-level. The Chief Operating Officer of EACL alongside the AOC Accountable Managers of easyJet Switzerland, easyJet Europe and easyJet UK are responsible for all aspects of safety delivery, including compliance obligations, under easyJet UK's AOC, the easyJet Switzerland AOC and the easyJet Europe AOC, respectively. The Chief Executive Officer of easyJet plc chairs the easyJet safety board (at executive management team level) which is responsible for directing overall corporate safety policy and governance and which meets quarterly to assess reports from the Safety Review Boards and Safety Action Groups across the airline (which are responsible for the identification, evaluation and control of safety and compliance related risks). This review and assessment process delivers reports to the UK CAA, FOCA, Austro Control Group and the Board.

To further strengthen the safety structure and allow more in-depth review of safety matters, the Board established the Safety Committee (a committee of the Board) in January 2013. The primary function of the Safety Committee (renamed as Safety & Operational Readiness Committee) is to assess easyJet's oversight of safety and compliance systems, processes, operations and resources, which is carried out by reviewing, monitoring and providing oversight of the implementation of easyJet's annual safety plan and safety and compliance management system. The Committee also examines specific safety issues as requested by the Board and continues to ensure that safety receives the highest level of Board attention.

easyJet has established a safety, security and compliance management system and a fatigue risk management system (approved for use by the aviation regulators) which incorporate rigorous reporting processes. Through these systems easyJet is continually working to drive safety performance improvements and reduce risks to its people, passengers and contractors.

As part of easyJet's ongoing commitment to safety improvement, easyJet continues to develop appropriate safety standards throughout its supply chain. This includes the promotion of improved communication and engagement on safety issues, and, above all, sharing and learning from best practice.

easyJet's security team works to reduce vulnerability to security-related risks. The security team co-operates closely with government and regulatory agencies throughout its network, to ensure strict compliance with security regulations. Security risk assessments are conducted for each airport and country to which easyJet flies. High standards of vigilance are maintained regarding the current geopolitical situation within those countries to inform these assessments. easyJet implements measures to protect it from corporate and aviation security risks, including internal governance of business-sensitive and personal data, vetting people and asset protection.

ENVIRONMENT

Environmental impact of the business

The nature of airline operations means that easyJet is a significant emitter of greenhouse gases, in particular carbon dioxide. The EU emissions trading system scheme ("EU ETS") imposes regulatory obligations on easyJet regarding the environmental impact of its business in each of the jurisdictions where EU ETS applies. Similar regulatory obligations arise under emission trading schemes in Switzerland and the UK. easyJet will continue to comply with these emission trading schemes and any new regulations, such as Fit for 55, introduced in jurisdictions in which easyJet operates (see "Risk Factors - Environment and Sustainability – Climate change").

easyJet continues to support innovative technology, including the development of hydrogen planes, airspace modernisation and SAF, working with others across the industry to reinvent aviation over the long-term so that European aviation can become net-zero carbon (see "Sustainability" above).

easyJet's focus on operational efficiency also continues to deliver fuel and carbon emissions savings. easyJet is transitioning its fleet to increasingly modern, fuel-efficient aircraft, operating the aircraft in ways which avoid the unnecessary use of fuel, and maximising passenger load factors as much as possible.

easyJet started to operate the Airbus A320 neo in 2017 and the Airbus A321 neo in 2018. These aircraft are at least 13.0 per cent. more fuel efficient and 50.0 per cent. quieter during take-off and landing than previous generation aircraft. The Airbus A321 neo also helps maximise use of airport capacity as it is larger than the A320s.

On 12 October 2023, easyJet announced the proposed purchase of 157 A320neo family aircraft from Airbus for delivery between the financial year expected to end on 30 September 2029 and the financial year expected to end on 30 September 2034, alongside purchase rights for a further 100 A320neo family aircraft. Alongside this, easyJet announced the conversion of 35 A320neo aircraft to A321neo aircraft planned for delivery between the 2026 Financial Year and the financial year expected to end on 30 September 2028 under an existing Airbus order (See also "Fleet – Aircraft acquisition" above). On 19 December 2023, easyJet announced that its shareholders had approved the Purchase.

Greenhouse gas emissions

For the 2024 Financial Year, easyJet commissioned Verifavia to verify its carbon footprint in accordance with the Greenhouse Gas Protocol ("GHG Protocol"). The GHG Protocol categorises emissions into three scopes:

• Scope 1 direct emissions from owned and leased assets (typically combustion of fossil fuels);
• Scope 2 indirect emissions from imported energy (typically grid electricity) used in owned assets where easyJet has direct operational control; and
• Scope 3 all other indirect emissions resulting from upstream and downstream business activity (for example supply chain, business travel, aircraft components, etc.).

The table below sets out easyJet's greenhouse gas emissions for the 2024 Financial Year against the 2023 Financial Year (measurement and reporting of which aligns with the GHG Protocol):

	2024 Financial Year global emissions	2023 Financial Year global emissions
Scope 1 (tonnes of CO2e)	8,114,121	7,517,983
Scope 2 (tonnes of CO2e)	284	300
Total scopes 1 and 2	8,114,405	7,518,283
Scope 3 (tonnes of CO2e)	2,564,787	2,303,152
Total carbon footprint (scopes 1, 2 and 3)	10,679,192	9,821,435
Total energy use (kWh) – scopes 1 and 2	31,133,467,239	28,866,383,003

easyJet's calculation of emissions is based on fuel burn measurement, which is verified to comply with the EU ETS requirements.

In the year ended 30 September 2024 easyJet's carbon dioxide emissions per passenger kilometre was 66.64 grams, a decrease from 67.23 grams per passenger kilometre in the year ended 30 September 2023, primarily driven by fleet renewal and operational efficiencies.

Emissions Trading

Under the United Nations Framework Convention on Climate Change and the Kyoto Protocol, certain contracting states entered into obligations to control and reduce the emission of greenhouse gases.

To comply with its obligations under public international law, the EU introduced the EU ETS in 2003 to limit greenhouse gas emissions and the trading allowances which apply to certain industrial installations. The airline industry was incorporated into the EU ETS in 2009 and the first carbon credit surrender took place in 2012. In October 2016 the International Civil Aviation Organisation agreed a Carbon Offsetting and Reduction Scheme for International Aviation ("CORSIA") to target carbon neutral growth and has a long-term aspirational goal ("LTAG") of net-zero CO2 emissions by 2050.

CORSIA will rely on carbon offsets (including renewable energy and nature-based carbon credits certified to CORSIA-approved standards) to compensate for emission growth in the airline sector. easyJet was among the first supporters of the aviation industry's entry into the EU ETS, which it views as an important step to ensuring that the aviation industry is helping to tackle climate change. easyJet also engaged with the European Commission on the launch of its Fit for 55 legislative package (see "Risk Factors - Environment and Sustainability – Climate change"). easyJet continues to support efforts to ensure that all aviation is brought into a scheme to tackle emissions globally and will continue to comply with all applicable regulations.

INSURANCE

easyJet has insurance coverage which it believes is consistent with industry standard. Broadly, easyJet's insurance coverage includes:

• hull (all risks) and liabilities insurance (including spares);
• property and major supplier insurance;
• employer's liability;
• directors and officers insurance;
• public and product liability insurance;
• aviation insurance;
• tour operators liability insurance;
• trade credit insurance;
• passenger insolvency protection;
• fleet motor insurance; and
• public offering of securities insurance.

Council Regulation (EC) No. 2027/97, as amended by Council Regulation (EC) No. 889/2002, governs air carrier liability. This legislation provides for unlimited liability of an air carrier in the event of death or bodily injuries suffered by passengers, implementing the Warsaw Convention of 1929 for the Unification of Certain Rules Relating to Transportation by Air, as amended by the Montreal Convention of 1999. easyJet's liability insurance has been designed to meet the appropriate requirements of the legislation.

STAFF AND LABOUR RELATIONS

For the year ended 30 September 2024, the average monthly number of people employed by easyJet was 17,639 employees compared to 15,937 employees for the year ended 30 September 2023.

easyJet has a strong reputation as an attractive employer having received a Glassdoor employee satisfaction rating of 4.2 (out of 5.0) in September 2024.

easyJet believes it continues to attract the best customer-facing employees and that its high calibre employees are a key source of differentiation compared to its competitors and contribute significantly to the satisfaction of its customers. easyJet has several initiatives in place to continue to improve diversity and drive efficiency.

easyJet and its suppliers have a significant number of employees who are members of trade unions and industrial action taken by easyJet employees, or by the employees of key third party service providers, could impact on easyJet's ability to maintain its flight schedules. As easyJet operates across Europe, there are multiple unions of which crew are members. Each of these countries have localised employment terms and conditions which mitigates the risk of large-scale internal industrial action occurring at the same time. easyJet has processes in place to adapt to disruptions as a result of industrial action.

easyJet recognises the importance of actively engaging with the trade unions and other representative bodies across its operations to promote the success of the business. As at 30 September 2024, easyJet was engaged with 24 trade unions across 8 countries along with 7 works councils in Europe, its European Works Council and a number of other internal employee consultative groups, undertaking dialogue and negotiation, both informal and formal, on a regular basis. easyJet also actively supports employee representatives by allowing them paid time for relevant union or representative duties.

DIRECTORS AND MAJOR SHAREHOLDERS

Directors of easyJet plc

The following table sets forth certain information concerning the Board as at the date of this Offering Circular:

Name	Position	Principal activities outside of easyJet
Sir Stephen Hester	Non-Executive Chairman	Kyndryl Inc. – Lead Independent Director
		Nordea Bank Abp – Chairman
Sue Clark	Senior Independent Director	Imperial Brands PLC – Senior Independent Director and Chair of Remuneration Committee
		Mondi plc – Senior Independent Director and Chair of Remuneration Committee
Catherine Bradley CBE	Independent Non Executive Director	Johnson Electric Holdings – Non-Executive Director and Chair of its Nomination and Governance Committee
		Worldpay Holdco LLC - Non-Executive Director and Chair of Audit Committee
		Interactive Investor Limited (a wholly owned subsidiary of abrdn plc) – Chair
		Kingfisher plc – Senior Independent Director
Julie Chakraverty	Independent Non Executive Director	Senior Independent Director – NCC Group plc
		Non-Executive Director – AJ Bell plc and Starling Bank Limited
Harald Eisenächer	Independent Non Executive Director	Omnevo GmbH – Member of the Advisory Board
		Mimi Hearing Technologies GmbH – Chair of the Advisory Board
Kenton Jarvis	Chief Executive Officer	Director of EACL and easyJet B.V.
Jan De Raeymaeker	Chief Financial Officer	Director of EACL, easyJet UK Limited

Name	Position		Principal activities outside of easyJet
David Robbie	Independent Executive Director	Non	International Paper Company – Non Executive Director
Dr. Detlef Trefzger	Independent Executive Director	Non	Accelleron Industries AG – Non-Executive Director
			PSA International – Non-Executive Director
			Swiss Prime Site AG – Non-Executive Director
			Swissport International AG – Non-Executive Director
			Clayton, Dubilier & Rice – Adviser
Ryanne van der Eijk	Independent Executive Executive	Non	Krasnapolsky Hotel and Restaurants N.V. – Member of the Supervisory Board

Directors of easyJet B.V.

The following table sets forth certain information concerning the directors of easyJet B.V. as at the date of this Offering Circular:

Name	Position	Principal activities outside easyJet B.V.
Kenton Jarvis	Chief Executive Officer(1)	Director of easyJet plc and EACL
William Vet	Commercial Manager(2)	None

(1) Legal title: Director B.

(2) Legal title: Director A.

Directors of EACL

The following table sets forth certain information concerning the directors of EACL as at the date of this Offering Circular:

Name	Position	Principal activities outside EACL
Ann-Sophie Everest	Chief Commercial Officer	Director of easyJet UK Limited
Kenton Jarvis	Chief Executive Officer	Director of easyJet plc and easyJet B.V.
Jan De Raeymaeker	Chief Financial Officer	Director of easyJet plc and easyJet UK Limited
David Morgan	Chief Operating Officer	Director of easyJet UK Limited, easyJet Europe Airline GmbH and easyJet Switzerland S.A.

The business address of each member of the Board and each member of the board of directors of EACL is Hangar 89, London Luton Airport, Luton, Bedfordshire LU2 9PF, UK. The business address of each member of the board of directors of easyJet B.V. is Westerdoksdijk 423, 1013 BX Amsterdam, The Netherlands.

There are no actual or potential conflicts of interest between the duties to either easyJet, easyJet B.V. or EACL of each of the members of the Board, the board of directors of easyJet B.V. or the board of directors of EACL listed above and their private interests or other duties.

Major Shareholders of easyJet plc

As at the date of this Offering Circular, there were 758,010,025 voting shares outstanding in easyJet plc. Based on information available to easyJet plc, the following table sets out interests in the ordinary shares of easyJet plc disclosed to easyJet plc in accordance with the FCA's Disclosure Guidance and Transparency Rule 5 as at 14 February 2025 (being the latest practicable date prior to the date of this Offering Circular).

Holder	% of ordinary shares held
The Haji-Ioannou family concert party shareholding, consisting of easyGroup Holdings Limited (holding vehicle for Sir Stelios Haji Ioannou and Clelia Haji-Ioannou) and Polys Haji Ioannou (through his holding vehicle Polys Holding Limited)	15.27
Société Générale	4.40

TAXATION

UK Taxation

The following applies only to persons who are the beneficial owners of Notes and is a summary of easyJet plc's, easyJet B.V.'s and EACL's understanding of current United Kingdom law and published HM Revenue and Customs practice relating only to United Kingdom withholding tax treatment of payments of interest (as that term is understood for United Kingdom tax purposes) in respect of Notes. It does not deal with any other United Kingdom taxation implications of acquiring, holding or disposing of Notes. The United Kingdom tax treatment of prospective Noteholders depends on their individual circumstances and may be subject to change in the future. Prospective Noteholders who may be subject to tax in a jurisdiction other than the United Kingdom or who may be unsure as to their tax position should seek their own professional advice.

Payment of Interest on the Notes

Payments by the Issuers

Payments of interest on the Notes may be made without deduction of or withholding on account of United Kingdom income tax provided that the Notes carry a right to interest and the Notes are and continue to be listed on a "recognised stock exchange" within the meaning of section 1005 of the Income Tax Act 2007. The London Stock Exchange is a recognised stock exchange. Securities will be treated as listed on the London Stock Exchange if they are included in the Official List (within the meaning of and in accordance with the provisions of Part 6 of the Financial Services and Markets Act 2000) and admitted to trading on the London Stock Exchange. Provided, therefore, that the Notes carry a right to interest and are and remain so listed (including at the time of payment) on a "recognised stock exchange", interest on the Notes will be payable without withholding or deduction on account of United Kingdom tax.

Interest on the Notes may also be paid without withholding or deduction on account of United Kingdom tax where the maturity of the Notes is less than 365 days and those Notes do not form part of a scheme or arrangement of borrowing intended to be capable of remaining outstanding for more than 364 days.

In other cases, an amount must generally be withheld from payments of interest on the Notes that has a United Kingdom source on account of United Kingdom income tax at the basic rate (currently 20 per cent.), subject to any other available exemptions and reliefs. However, where an applicable double tax treaty provides for a lower rate of withholding tax (or for no tax to be withheld) in relation to a Noteholder, HMRC can issue a notice to the Relevant Issuer to pay interest to the Noteholder without deduction of tax (or for interest to be paid with tax deducted at the rate provided for in the relevant double tax treaty).

Payments by a Guarantor

The United Kingdom withholding tax treatment of payments by a Guarantor under the terms of a Guarantee which have a United Kingdom source is not certain. In particular, it is not certain that any such payments made by the Guarantor would be eligible for the exemptions and reliefs described above. Accordingly, if a Guarantor makes any payments under or in respect of interest on the Notes which are regarded as having a United Kingdom source (or other amounts due under or in respect of the Notes other than the repayment of amounts subscribed for such Notes), such payments may be subject to United Kingdom withholding tax at 20 per cent. subject to such relief as may be available under the provisions of any applicable double taxation treaty or any other exemption which may apply.

Dutch Taxation

The following summary of certain Dutch taxation matters is based on the laws and practice in force as of the date of this Offering Circular and is subject to any changes in law and the interpretation and application thereof, which changes could have retroactive effect. The following summary does not purport to be a comprehensive description of all the tax considerations that may be relevant to a decision to acquire, hold or dispose of Notes and does not purport to deal with the tax consequences applicable to all categories of investors, some of which may be subject to special rules.

For the purpose of the paragraph "Taxes on income and capital gains" below, the term "entity" means a corporation as well as any other person that is taxable as a corporation for Dutch corporate tax purposes.

For the purpose of the paragraph "Taxes on income and capital gains" below, it is assumed that a holder of Notes, being an individual or a non-resident entity, neither has nor will have a substantial interest (aanmerkelijk belang) or, in the case of the holder being an entity, a deemed substantial interest in the Issuers and that a connected person (verbonden persoon) to the holder neither has nor will have a substantial interest in the Issuers.

Generally speaking, an individual has a substantial interest in a company if (a) the individual, either alone or together with the individual's partner, directly or indirectly has or is deemed to have, or (b) certain relatives of the individual or the individual's partner directly or indirectly have or are deemed to have, (i) the ownership of, a right to acquire the ownership of, or certain rights over, shares representing 5 per cent. or more of either the total issued and outstanding capital of such company or the issued and outstanding capital of any class of shares of such company, or (ii) the ownership of, or certain rights over, profit participating certificates (winstbewijzen) that relate to 5 per cent. or more of either the annual profit or the liquidation proceeds of such company.

Generally speaking, a non-resident entity has a substantial interest in a company if such entity directly or indirectly has (i) the ownership of, a right to acquire the ownership of, or certain rights over, shares representing 5 per cent. or more of either the total issued and outstanding capital of such company or the issued and outstanding capital of any class of shares of such company, or (ii) the ownership of, or certain rights over, profit participating certificates (winstbewijzen) that relate to 5 per cent. or more of either the annual profit or the liquidation proceeds of such company. Generally, a non-resident entity has a deemed substantial interest in a company if such entity has disposed of or is deemed to have disposed of all or part of a substantial interest on a non-recognition basis.

Where this summary refers to a holder of Notes, an individual holding Notes or an entity holding Notes, such reference is restricted to an individual or entity holding legal title to as well as an economic interest in such Notes or otherwise being regarded as owning Notes for Dutch tax purposes. It is noted that for purposes of Dutch income, corporate, gift and inheritance tax, assets legally owned by a third party such as a trustee, foundation or similar entity, may be treated as assets owned by the (deemed) settlor, grantor or similar originator or the beneficiaries in proportion to their interest in such arrangement.

Where the summary refers to "The Netherlands" or "Dutch" it refers only to the European part of the Kingdom of the Netherlands.

Where this summary refers to Notes, such reference includes Coupons and Talons.

Investors should consult their professional advisers as to the tax consequences of acquiring, holding and disposing of Notes.

Withholding Tax

All payments of principal and interest by the Issuers under the Notes can be made without withholding or deduction of any taxes of whatever nature imposed, levied, withheld or assessed by The Netherlands or any political subdivision or taxing authority thereof or therein, save that Dutch withholding tax may apply on certain (deemed) payments of interest made to an affiliated (gelieerde) entity of the Issuers if such entity (i) is considered to be resident (gevestigd) in a jurisdiction that is listed in the annually updated Dutch Regulation on low-taxing states and non-cooperative jurisdictions for tax purposes (Regeling laagbelastende staten en niet-coöperatieve rechtsgebieden voor belastingdoeleinden), or (ii) has a permanent establishment located in such jurisdiction to which the interest is attributable, or (iii) is entitled to the interest payable for the main purpose or one of the main purposes to avoid taxation for another person, or (iv) is not considered to be the recipient of the interest in its jurisdiction of residence because such jurisdiction treats another (lower-tier) entity as the recipient of the interest (a hybrid mismatch), or (v) is not treated as resident anywhere (also a hybrid mismatch), or (vi) is a reverse hybrid whereby the jurisdiction of residence of a participant that has a qualifying interest (kwalificerend belang) in the reverse hybrid treats the reverse hybrid as tax transparent and that participant would have been taxable based on one (or more) of the items in (i)-(v) above had the interest been due to the participant directly, all within the meaning of the Withholding Tax Act 2021 (Wet bronbelasting 2021).

Taxes on income and capital gains

Residents

Resident entities

An entity holding Notes which is or is deemed to be resident in The Netherlands for Dutch corporate tax purposes and which is not tax exempt, will generally be subject to Dutch corporate tax in respect of income or a capital gain derived from the Notes at the prevailing statutory rates (up to 25.8 per cent. in 2025).

Resident individuals

An individual holding Notes who is or is deemed to be resident in The Netherlands for Dutch income tax purposes will generally be subject to Dutch income tax in respect of income or a capital gain derived from the Notes at the prevailing statutory rates (up to 49.5 per cent. in 2025) if:

• (a) the income or capital gain is attributable to an enterprise from which the holder derives profits (other than as a shareholder); or
• (b) the income or capital gain qualifies as income from miscellaneous activities (belastbaar resultaat uit overige werkzaamheden) as defined in the Income Tax Act 2001 (Wet inkomstenbelasting 2001), including, without limitation, activities that exceed normal, active asset management (normaal, actief vermogensbeheer).

If neither condition (a) nor (b) applies, the individual will in principle be subject to Dutch income tax on the basis of a deemed return, regardless of any actual income or capital gain derived from the Notes. For 2025, separate deemed return percentages for savings, debts and investments apply, 5.88 per cent. for the category investments (including the Notes), as at the beginning of the relevant calendar year. The applicable percentages should be updated annually on the basis of historic market yields.

However, based on rulings of the Dutch Supreme Court (Hoge Raad) of 6 June 2024, the current system of taxation based on a deemed return is in conflict with European law if the deemed return applicable to the relevant investments exceeds the actual return in the respective calendar year. Awaiting new legislation, if the individual demonstrates that the actual return – calculated in accordance with the guidelines of the Dutch Supreme Court – is lower than the applicable deemed return, the taxable basis should be that lower amount.

The individual's taxable income from savings and investments (including the Notes) will be taxed at the prevailing statutory rate (36 per cent. in 2025).

Non-residents

A holder of Notes which is not and is not deemed to be resident in The Netherlands for the relevant tax purposes will not be subject to Dutch taxation on income or a capital gain derived from the Notes, unless:

• (a) the income or capital gain is attributable to an enterprise or part thereof which is either effectively managed in The Netherlands or carried on through a permanent establishment (vaste inrichting) or a permanent representative (vaste vertegenwoordiger) taxable in The Netherlands and the holder derives profits from such enterprise (other than by way of the holding of securities); or
• (b) the holder is an individual and the income or capital gain qualifies as income from miscellaneous activities (belastbaar resultaat uit overige werkzaamheden) in The Netherlands as defined in the Income Tax Act 2001 (Wet inkomstenbelasting 2001), including, without limitation, activities that exceed normal, active asset management (normaal, actief vermogensbeheer).

Gift and inheritance taxes

Dutch gift or inheritance tax will not be levied on the occasion of the transfer of Notes by way of gift by, or on the death of, a holder of Notes, unless:

(a) the holder is or is deemed to be resident in The Netherlands for the purpose of the relevant provisions; or

(b) the transfer is construed as an inheritance or gift made by, or on behalf of, a person who, at the time of the gift or death, is or is deemed to be resident in The Netherlands for the purpose of the relevant provisions.

Value added tax

There is no Dutch value added tax payable by a holder of Notes in respect of payments in consideration for the issue or acquisition of Notes, payments of principal and interest under the Notes, or payments in consideration for a disposal of Notes.

Other taxes and duties

There is no Dutch registration tax, stamp duty or any other similar tax or duty payable in The Netherlands by a holder of Notes in respect of or in connection with the acquisition, holding or disposal of Notes, the execution, delivery or enforcement by legal proceedings (including any foreign judgment in the courts of The Netherlands) of the Notes or the performance of the Issuers' obligations under the Notes.

Residence

A holder of Notes will not be and will not be deemed to be resident in The Netherlands for Dutch tax purposes and, subject to the exceptions set out above, will not otherwise become subject to Dutch taxation by reason only of acquiring, holding or disposing of Notes or the execution, performance, delivery and/or enforcement of the Notes.

FATCA DISCLOSURE

Foreign Account Tax Compliance Act

Pursuant to certain provisions of the U.S. Internal Revenue Code of 1986, commonly known as FATCA, a foreign financial institution (as defined by FATCA) may be required to withhold on certain payments it makes ("foreign passthru payments") to persons that fail to meet certain certification, reporting or related requirements. The Issuers and the Guarantors may be foreign financial institutions for these purposes. A number of jurisdictions (including the United Kingdom and The Netherlands) have entered into, or have agreed in substance to, intergovernmental agreements with the United States to implement FATCA ("IGAs"), which modify the way in which FATCA applies in their jurisdictions. Under the provisions of IGAs as currently in effect, a foreign financial institution in an IGA jurisdiction would generally not be required to withhold under FATCA or an IGA from payments that it makes. Certain aspects of the application of the FATCA provisions and IGAs to instruments such as the Notes, including whether withholding would ever be required pursuant to FATCA or an IGA with respect to payments on instruments such as the Notes, are uncertain and may be subject to change. Even if withholding would be required pursuant to FATCA or an IGA with respect to payments on instruments such as the Notes, such withholding would not apply prior to the date that is two years after the date on which final regulations defining foreign passthru payments are published in the U.S. Federal Register and Notes characterised as debt (or which are not otherwise characterised as equity and have a fixed term) for U.S. federal tax purposes that are issued on or prior to the date that is six months after the date on which final regulations defining foreign passthru payments are published generally would be grandfathered for purposes of FATCA withholding unless materially modified after such date (including by reason of a substitution of an issuer). However, if additional Notes (as described in "Terms and Conditions of the Notes—Further Issues") that are not distinguishable from previously issued Notes are issued after the expiration of the grandfathering period and are subject to withholding under FATCA, then withholding agents may treat all Notes, including the Notes offered prior to the expiration of the grandfathering period, as subject to withholding under FATCA. Holders should consult their own tax advisers regarding how these rules may apply to their investment in Notes. In the event any withholding would be required pursuant to FATCA or an IGA with respect to payments on the Notes, no person will be required to pay additional amounts as a result of the withholding.

THE PROPOSED FINANCIAL TRANSACTIONS TAX (FTT)

On 14 February 2013, the European Commission published a proposal (the "Commission's Proposal") for a Directive for a common FTT in Belgium, Germany, Estonia, Greece, Spain, France, Italy, Austria, Portugal, Slovenia and Slovakia (each, other than Estonia, a "participating Member State"). However, Estonia has since ceased to participate.

The Commission's Proposal has very broad scope and could, if introduced, apply to certain dealings in Notes (including secondary market transactions) in certain circumstances. Primary market transactions referred to in Article 5(c) of Regulation (EC) No 1287/2006 are expected to be exempt.

Under the Commission's Proposal the FTT could apply in certain circumstances to persons both within and outside of the participating Member States. Generally, it would apply to certain dealings in Notes where at least one party is a financial institution, and at least one party is established in a participating Member State. A financial institution may be, or be deemed to be, "established" in a participating Member State in a broad range of circumstances, including (a) by transacting with a person established in a participating Member State or (b) where the financial instrument which is subject to the dealings is issued in a participating Member State.

However, the FTT proposal remains subject to negotiation between participating Member States. It may therefore be altered prior to any implementation, the timing of which remains unclear. Additional EU Member States may decide to participate.

Prospective holders of Notes are advised to seek their own professional advice in relation to the FTT.

SUBSCRIPTION AND SALE

The Dealers have, in a Programme Agreement (such Programme Agreement as modified and/or supplemented and/or restated from time to time, the "Programme Agreement") dated 17 February 2025, agreed with easyJet plc, easyJet B.V. and EACL a basis upon which they or any of them may from time to time agree to purchase Notes. Any such agreement will extend to those matters stated under "Form of the Notes" and "Terms and Conditions of the Notes". In the Programme Agreement, the Issuers (failing which, the Guarantors) have agreed to reimburse the Dealers for certain of their expenses in connection with the establishment and any future update of the Programme and the issue of Notes under the Programme and to indemnify the Dealers against certain liabilities incurred by them in connection therewith.

United States

The Notes and each Guarantee have not been and will not be registered under the Securities Act or the securities laws of any state or other jurisdiction of the United States and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons except in certain transactions exempt from or not subject to the registration requirements of the Securities Act. Terms used in this paragraph have the meanings given to them by Regulation S under the Securities Act.

The Notes are subject to U.S. tax law requirements and may not be offered, sold or delivered within the United States or its possessions or to a United States person, except in certain transactions permitted by U.S. Treasury regulations. Terms used in this paragraph have the meanings given to them by the U.S. Internal Revenue Code of 1986 and Treasury regulations promulgated thereunder. The applicable Final Terms will identify whether TEFRA C rules or TEFRA D rules apply or whether TEFRA is not applicable.

Each Dealer has represented and agreed, and each further Dealer appointed under the Programme will be required to represent and agree, that it will not offer, sell or deliver Notes (a) as part of their distribution at any time or (b) otherwise until 40 days after the completion of the distribution of all Notes of the Tranche of which such Notes are a part, within the United States or to, or for the account or benefit of, U.S. persons except in accordance with Regulation S of the Securities Act. Each Dealer has further agreed, and each further Dealer appointed under the Programme will be required to agree, that it will send to each dealer to which it sells any Notes during the distribution compliance period a confirmation or other notice setting forth the restrictions on offers and sales of the Notes within the United States or to, or for the account or benefit of, U.S. persons. Terms used in this paragraph have the meanings given to them by Regulation S under the Securities Act.

Until 40 days after the commencement of the offering of any Series of Notes, an offer or sale of such Notes within the United States by any dealer (whether or not participating in the offering) may violate the registration requirements of the Securities Act if such offer or sale is made otherwise than in accordance with an available exemption from registration under the Securities Act.

Prohibition of Sales to EEA Retail Investors

Unless the Final Terms in respect of any Notes specifies "Prohibition of Sales to EEA Retail Investors" as "Not Applicable", each Dealer has represented and agreed, and each further Dealer appointed under the Programme will be required to represent and agree, that it has not offered, sold or otherwise made available and will not offer, sell or otherwise make available any Notes which are the subject of the offering contemplated by the Offering Circular as completed by the Final Terms in relation thereto to any retail investor in the European Economic Area. For the purposes of this provision:

• (a) the expression "retail investor" means a person who is one (or more) of the following:
  • (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, "MiFID II"); or
  • (ii) a customer within the meaning of Directive (EU) 2016/97 (as amended, the "Insurance Distribution Directive"), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or
  • (iii) not a qualified investor as defined the Prospectus Regulation; and

(b) the expression an "offer" includes the communication in any form and by any means of sufficient information on the terms of the offer and the Notes to be offered so as to enable an investor to decide to purchase or subscribe for the Notes.

If the Final Terms in respect of any Notes specifies "Prohibition of Sales to EEA Retail Investors" as "Not Applicable", in relation to each Member State of the European Economic Area, each Dealer has represented and agreed, and each further Dealer appointed under the Programme will be required to represent and agree, that it has not made and will not make an offer of Notes which are the subject of the offering contemplated by this Offering Circular as completed by the final terms in relation thereto to the public in that Member State except that it may make an offer of such Notes to the public in that Member State:

• (a) at any time to any legal entity which is a qualified investor as defined in the Prospectus Regulation;
• (b) at any time to fewer than 150 natural or legal persons (other than qualified investors as defined in the Prospectus Regulation) subject to obtaining the prior consent of the relevant Dealer or Dealers nominated by the Relevant Issuer for any such offer; or
• (c) at any time in any other circumstances falling within Article 1(4) of the Prospectus Regulation,

provided that no such offer of Notes referred to in (a) to (c) above shall require the Relevant Issuer or any Dealer to publish a prospectus pursuant to Article 3 of the Prospectus Regulation, or supplement a prospectus pursuant to Article 23 of the Prospectus Regulation.

For the purposes of this provision:

• the expression an "offer of Notes to the public" in relation to any Notes in any Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the Notes to be offered so as to enable an investor to decide to purchase or subscribe for the Notes; and
• the expression "Prospectus Regulation" means Regulation (EU) 2017/1129.

United Kingdom

Prohibition of sales to UK Retail Investors

Unless the Final Terms in respect of any Notes specifies "Prohibition of Sales to UK Retail Investors" as "Not Applicable", each Dealer has represented and agreed, and each further Dealer appointed under the Programme will be required to represent and agree, that it has not offered, sold or otherwise made available and will not offer, sell or otherwise make available any Notes which are the subject of the offering contemplated by this Offering Circular as completed by the Final Terms in relation thereto to any retail investor in the United Kingdom. For the purposes of this provision:

• (a) the expression "retail investor" means a person who is one (or more) of the following:
  • (i) a retail client, as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 (the "EUWA"); or
  • (ii) a customer within the meaning of the provisions of the Financial Services and Markets Act 2000 (as amended, the "FSMA") and any rules or regulations made under the FSMA to implement the Insurance Distribution Directive, where that customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the EUWA; or
  • (iii) not a qualified investor as defined in Article 2 of the UK Prospectus Regulation; and
• (b) the expression an "offer" includes the communication in any form and by any means of sufficient information on the terms of the offer and the Notes to be offered so as to enable an investor to decide to purchase or subscribe for the Notes.

If the Final Terms in respect of any Notes specifies "Prohibition of Sales to UK Retail Investors" as "Not Applicable", each Dealer has represented and agreed, and each further Dealer appointed under the Programme will be required to represent and agree, that it has not made and will not make an offer of Notes which are the subject of the offering contemplated by this Offering Circular as completed by the final terms in relation thereto to the public in the United Kingdom except that it may make an offer of such Notes to the public in the United Kingdom:

• (a) at any time to any legal entity which is a qualified investor as defined in Article 2 of the UK Prospectus Regulation;
• (b) at any time to fewer than 150 natural or legal persons (other than qualified investors as defined in Article 2 of the UK Prospectus Regulation) in the United Kingdom subject to obtaining the prior consent of the relevant Dealer or Dealers nominated by the Relevant Issuer for any such offer; or
• (c) at any time in any other circumstances falling within section 86 of the FSMA,

provided that no such offer of Notes referred to in (a) to (c) above shall require the Relevant Issuer or any Dealer to publish a prospectus pursuant to section 85 of the FSMA or supplement a prospectus pursuant to Article 23 of the UK Prospectus Regulation.

For the purposes of this provision:

• the expression "an offer of Notes to the public" in relation to any Notes means the communication in any form and by any means of sufficient information on the terms of the offer and the Notes to be offered so as to enable an investor to decide to purchase or subscribe for the Notes; and
• the expression "UK Prospectus Regulation" means Regulation (EU) 2017/1129 as it forms part of domestic law by virtue of the EUWA.

Other regulatory restrictions

Each Dealer has represented and agreed, and each further Dealer appointed under the Programme will be required to represent and agree, that:

• (a) in relation to any Notes which have a maturity of less than one year, (i) it is a person whose ordinary activities involve it in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of its business and (ii) it has not offered or sold and will not offer or sell any Notes other than to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or as agent) for the purposes of their businesses or who it is reasonable to expect will acquire, hold, manage or dispose of investments (as principal or agent) for the purposes of their businesses where the issue of the Notes would otherwise constitute a contravention of Section 19 of the FSMA by the Relevant Issuer;
• (b) it has only communicated or caused to be communicated and will only communicate or cause to be communicated an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the FSMA) received by it in connection with the issue or sale of any Notes in circumstances in which Section 21(1) of the FSMA does not apply to the Relevant Issuer or the Guarantors; and
• (c) it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to any Notes in, from or otherwise involving the United Kingdom.

Japan

The Notes have not been and will not be registered under the Financial Instruments and Exchange Act of Japan (Act No.25 of 1948, as amended; the "FIEA") and each Dealer has represented and agreed, and each further Dealer appointed under the Programme will be required to represent and agree, that it will not offer or sell any Notes, directly or indirectly, in Japan or to, or for the benefit of, any resident of Japan (as defined under Item 5, Paragraph 1, Article 6 of the Foreign Exchange and Foreign Trade Act (Act No. 228 of 1949, as amended)), or to others for re-offering or resale, directly or indirectly, in Japan or to, or for the benefit of, a resident of Japan, except pursuant to an exemption from the registration requirements of, and otherwise in compliance with, the FIEA and any other applicable laws, regulations and ministerial guidelines of Japan.

Belgium

Other than in respect of Notes for which "Prohibition of Sales to Belgian Consumers" is specified as "Not Applicable" in the applicable Final Terms, each Dealer has represented and agreed, and each further Dealer appointed under the Programme will be required to represent and agree, that an offering of Notes may not be advertised to any individual in Belgium qualifying as a consumer within the meaning of Article I.1, 2° of the Belgian Code of Economic Law, as amended from time to time (a "Belgian Consumer") and that it has not offered, sold or resold, transferred or delivered, and will not offer, sell, resell, transfer or deliver, the Notes, and that it has not distributed, and will not distribute, any prospectus, memorandum, information circular, brochure or any similar documents in relation to the Notes, directly or indirectly, to any Belgian Consumer.

The Netherlands

Each Dealer has represented, warranted and agreed, and each further Dealer appointed under the Programme will be required to represent, warrant and agree, that Zero Coupon Notes (as defined below) in definitive form of any Issuer may only be transferred and accepted, directly or indirectly, within, from or into the Netherlands through the mediation of either such Issuer or a member firm of Euronext Amsterdam N.V. in full compliance with the Dutch Savings Certificates Act (Wet inzake spaarbewijzen) of 21 May 1985 (as amended) and its implementing regulations. No such mediation is required: (a) in respect of the transfer and acceptance of rights representing an interest in a Zero Coupon Note in global form, or (b) in respect of the initial issue of Zero Coupon Notes in definitive form to the first holders thereof, or (c) in respect of the transfer and acceptance of Zero Coupon Notes in definitive form between individuals not acting in the conduct of a business or profession, or (d) in respect of the transfer and acceptance of such Zero Coupon Notes within, from or into the Netherlands if all Zero Coupon Notes (either in definitive form or as rights representing an interest in a Zero Coupon Note in global form) of any particular Series are issued outside the Netherlands and are not distributed into the Netherlands in the course of initial distribution or immediately thereafter. As used herein "Zero Coupon Notes" are Notes that are in bearer form and that constitute a claim for a fixed sum against the relevant Issuer and on which interest does not become due during their tenure but only at maturity or on which no interest is due whatsoever.

Singapore

Each Dealer has acknowledged, and each further Dealer appointed under the Programme will be required to acknowledge, that this Offering Circular has not been registered as a prospectus with the Monetary Authority of Singapore (the "MAS"). Accordingly, each Dealer has represented, warranted and agreed, and each further Dealer appointed under the Programme will be required to represent, warrant and agree, that it has not offered or sold any Notes or caused the Notes to be made the subject of an invitation for subscription or purchase and will not offer or sell any Notes or cause the Notes to be made the subject of an invitation for subscription or purchase, and has not circulated or distributed, nor will it circulate or distribute, this Offering Circular or any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the Notes, whether directly or indirectly, to any person in Singapore other than (i) to an institutional investor (as defined in Section 4A of the Securities and Futures Act 2001 of Singapore, as modified or amended from time to time (the "SFA")) pursuant to Section 274 of the SFA or (ii) to an accredited investor (as defined in Section 4A of the SFA) pursuant to and in accordance with the conditions specified in Section 275 of the SFA.

General

Each Dealer has agreed and each further Dealer appointed under the Programme will be required to agree that it will (to the best of its knowledge and belief) comply with all applicable securities laws and regulations in force in any jurisdiction in which it purchases, offers, sells or delivers Notes or possesses or distributes this Offering Circular and will obtain any consent, approval or permission required by it for the purchase, offer, sale or delivery by it of Notes under the laws and regulations in force in any jurisdiction to which it is subject or in which it makes such purchases, offers, sales or deliveries and none of the Issuers, the Guarantors, the Trustee and any of the other Dealers shall have any responsibility therefor.

None of the Issuers, the Guarantors, the Trustee and the Dealers represents that Notes may at any time lawfully be sold in compliance with any applicable registration or other requirements in any jurisdiction, or pursuant to any exemption available thereunder, or assumes any responsibility for facilitating such sale.

GENERAL INFORMATION

Authorisation

The updating of the Programme has been duly authorised by: resolutions of the Board of Directors of easyJet plc dated 10 February 2022; and by resolutions of the Directors of easyJet B.V. dated 13 February 2025 and the giving of the Guarantees has been duly authorised by resolutions of the Board of Directors of easyJet plc dated 10 February 2022; by resolutions of the Directors of easyJet B.V. dated 13 February 2025; by resolutions of the Board of Directors of EACL dated 8 February 2024; and by resolutions of the shareholder of EACL dated 8 February 2024.

Listing of Notes

It is expected that each Tranche of Notes which is to be admitted to the Official List and to trading on the London Stock Exchange's main market will be admitted separately as and when issued, subject only to the issue of a Global Note or Notes initially representing the Notes of such Tranche. Application has been made to the FCA for Notes issued under the Programme to be admitted to the Official List and to the London Stock Exchange for such Notes to be admitted to trading on the London Stock Exchange's main market. The listing of the Programme in respect of Notes is expected to be granted on or around 20 February 2025.

Documents Available

For the period of 12 months following the date of this Offering Circular, copies of the following documents will, when published, be available for inspection on easyJet plc's website (https://corporate.easyjet.com/investors/investor-documents-centre/emtn-programme/default.aspx):

• (a) the constitutional documents (with an English translation thereof, where applicable) of each Issuer;
• (b) the Articles of Association of EACL and any Additional Guarantor;
• (c) the Trust Deed, the Agency Agreement and the forms of the Global Notes, the Notes in definitive form, the Coupons and the Talons;
• (d) a copy of this Offering Circular; and
• (e) any future offering circulars, prospectuses, information memoranda, supplements and Final Terms to this Offering Circular and any other documents incorporated herein or therein by reference.

Clearing Systems

The Notes have been accepted for clearance through Euroclear and Clearstream, Luxembourg (which are the entities in charge of keeping the records). The appropriate Common Code and ISIN for each Tranche of Notes allocated by Euroclear and Clearstream, Luxembourg will be specified in the applicable Final Terms. If the Notes are to clear through an additional or alternative clearing system the appropriate information will be specified in the applicable Final Terms.

The address of Euroclear is Euroclear Bank SA/NV, 1 Boulevard du Roi Albert II, B-1210 Brussels, Belgium and the address of Clearstream, Luxembourg is Clearstream Banking S.A., 42 Avenue JF Kennedy, L-1855 Luxembourg.

Conditions for determining price

The price and amount of Notes to be issued under the Programme will be determined by the Relevant Issuer and each relevant Dealer at the time of issue in accordance with prevailing market conditions.

Significant or Material Change

Subject to the disclosure included in this Offering Circular under the headings "Recent Developments" on page 88 and "Litigation" on pages 90 to 91 there has been no significant change in the financial performance or financial position of easyJet plc or easyJet plc and its Subsidiaries (the "Group") since 30 September 2024 and there has been no material adverse change in the prospects of easyJet plc or the Group since 30 September 2024.

There has been no significant change in the financial performance or financial position of easyJet B.V. since 30 September 2023. There has been no material adverse change in the prospects of easyJet B.V. since 30 September 2023.

Subject to the disclosure included in this Offering Circular under the heading "Recent Developments" on page 88, there has been no significant change in the financial performance or financial position of EACL or EACL and its subsidiaries since 30 September 2024 and there has been no material adverse change in the prospects of EACL since 30 September 2024.

Litigation

Subject to the disclosure included in this Offering Circular under the heading "Litigation" on pages 90 to 91, there are no governmental, legal or arbitration proceedings (including any such proceedings which are pending or threatened of which any of easyJet plc, easyJet B.V. or EACL are aware) in the 12 months preceding the date of this document which may have or have in such period had a significant effect on the financial position or profitability of any of easyJet plc, easyJet B.V., EACL or the Group.

Auditors

The auditors of easyJet plc are PricewaterhouseCoopers LLP, independent registered Chartered Accountants in England and Wales, who have audited easyJet plc's financial statements, without qualification, in accordance with International Standards on Auditing (UK) ("ISAs (UK)") as at and for each of the financial years ended on 30 September 2023 and 2024. The auditors of easyJet plc have no material interest in easyJet plc.

The easyJet B.V. financial statements as at and for each of the financial years ended 30 September 2022 and 2023 have been audited in accordance with Dutch law, including the Dutch Standards on Auditing, and unqualified independent auditors' reports were issued by PricewaterhouseCoopers Accountants N.V., an independent auditor, as stated in their reports incorporated by reference herein. The auditor that signed the independent auditors' report on behalf of PricewaterhouseCoopers Accountants N.V. is a member of the Netherlands Institute of Chartered Accountants (Nederlandse Beroepsorganisatie van Accountants). The auditors of easyJet B.V. have no material interest in easyJet B.V.

The auditors of EACL are PricewaterhouseCoopers LLP, independent registered Chartered Accountants in England and Wales, who have audited EACL's financial statements, without qualification, in accordance with ISAs (UK) as at and for each of the financial years ended on 30 September 2023 and 2024. The auditors of EACL have no material interest in EACL.

Dealers transacting with the Issuers and the Guarantors

Certain of the Dealers and their affiliates have engaged, and may in the future engage, in investment banking and/or commercial banking transactions with, and may perform other services for, the Issuers, the Guarantors and their affiliates in the ordinary course of business.

In addition, in the ordinary course of their business activities, the Dealers and their affiliates may make or hold a broad array of investments and actively trade debt and equity securities (or related derivative securities) and financial instruments (including bank loans) for their own account and for the accounts of their customers. Such investments and securities activities may involve securities and/or instruments of the Issuers, the Guarantors or their affiliates. Certain of the Dealers or their affiliates that have a lending relationship with the Issuers or the Guarantors routinely hedge their credit exposure to the Issuers or the Guarantors consistent with their customary risk management policies. Typically, such Dealers and their affiliates would hedge such exposure by entering into transactions which consist of either the purchase of credit default swaps or the creation of short positions in securities, including potentially the Notes issued under the Programme. Any such short positions could adversely affect future trading prices of Notes issued under the Programme. The Dealers and their affiliates may also make investment recommendations and/or publish or express independent research views in respect of such securities or financial instruments and may hold, or recommend to clients that they acquire, long and/or short positions in such securities and instruments.

Trustee's action

The Conditions and the Trust Deed provide for the Trustee to take action on behalf of the Noteholders in certain circumstances, but only if the Trustee is indemnified and/or secured and/or pre-funded to its satisfaction. It may not always be possible for the Trustee to take certain actions, notwithstanding the provision of an indemnity and/or security and/or pre-funding to it. Where the Trustee is unable to take any action, the Noteholders are permitted by the Conditions and the Trust Deed to take the relevant action directly.

ISSUERS AND GUARANTORS

easyJet plc

Hangar 89 London Luton Airport Luton LU2 9PF Bedfordshire United Kingdom

easyJet FinCo B.V. Westerdoksdijk 423 1013 BX Amsterdam The Netherlands

GUARANTOR

easyJet Airline Company Limited Hangar 89 London Luton Airport Luton LU2 9PF Bedfordshire United Kingdom

TRUSTEE

Citicorp Trustee Company Limited

Citigroup Centre Canada Square Canary Wharf London E14 5LB United Kingdom

ISSUING AND PRINCIPAL PAYING AGENT

Citibank, N.A., London Branch

Citigroup Centre Canada Square Canary Wharf London E14 5LB United Kingdom

PAYING AGENT

Citibank Europe plc

1 North Wall Quay Dublin 1 Ireland

LEGAL ADVISERS

To easyJet plc, easyJet B.V. and EACL as to English law

Clifford Chance LLP

10 Upper Bank Street London E14 5JJ United Kingdom

To easyJet B.V. as to Dutch law

Clifford Chance LLP

Droogbak 1-A 1013 GE Amsterdam The Netherlands

To the Dealers and the Trustee as to English law

Allen Overy Shearman Sterling LLP

One Bishops Square London E1 6AD United Kingdom

INDEPENDENT AUDITORS

To easyJet plc and EACL To easyJet B.V.

PricewaterhouseCoopers LLP

40 Clarendon Road Watford WD17 1JJ United Kingdom

PricewaterhouseCoopers Accountants N.V. Fascinito Boulevard 350 3065 WB, Rotterdam The Netherlands

ARRANGER

Société Générale 29, boulevard Haussmann 75009 Paris France

DEALERS

Barclays Bank Ireland PLC One Molesworth Street

Dublin 2 D02 RF29 Ireland

BofA Securities Europe SA

51 rue La Boétie 75008 Paris France

Barclays Bank PLC 1 Churchill Place

London E14 5HP United Kingdom

Merrill Lynch International

2 King Edward Street London EC1A 1HQ United Kingdom

Société Générale 29, boulevard Haussmann 75009 Paris France