Remuneration Information • Jan 16, 2025
Remuneration Information
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Approved by Shareholders on 24 February 2005
Adopted by Company on 10 May 2005 and amended by the Remuneration Committee on 27 September 2013 and on 5 November 2014
Approved by the Inland Revenue on 27 May 2005
Approved by shareholders at the AGM on 12 February 2015
Amended by the Remuneration Committee on ● 2025 and approved by shareholders at the AGM on ● 2025
The Plan is a discretionary benefit offered by the easyJet Group for the benefit of its employees. Its , the purpose of which is to increase the interest of the employees in easyJet's business goals and results through share ownership. The Plan shall be an incentive for the employees' future performance and commitment to the goals of easyJet Group.
Shares purchased under the Plan and gains achieved by exercising options granted under the Plan are not part of salary.
The Plan is beingwas offered for the first time in 2005 and the remuneration committee of the board of easyJet plc shall havehas the right to decide, in its sole discretion, whether or not another an offering of options will be made in any year the future and to which companies it shall extend.
Participating in the Plan is an investment opportunity distinct from the employment contract. Participation in the Plan entails the risk associated with an investment. By choosing to participate in the Plan the employee is treated as being aware of such risks and accepts such risks on his/her own free will.
The detailed rules for the Plan are set out below.
| Rule | Page | |
|---|---|---|
| 1. | Definitions And Interpretation 1 | |
| 2. | Eligibility And Invitations 2 | |
| 3. | Applications 43 | |
| 4. | Scaling Back 4 | |
| 5. | Grant Of Options 54 | |
| 6. | Limits 6 | |
| 7. | Exercise Of Options 87 | |
| 8. | Leavers And Deceased Participants 98 | |
| 9. | Takeovers And Other Corporate Events 1110 | |
| 10. | Adjustment Of Options 1413 | |
| 11. | Alterations 1514 | |
| 12. | Miscellaneous 1615 | |
1.1 In this Plan, unless the context otherwise requires:
"Associated Company" means an associated company of the Company within the meaning given to that expression by paragraph 47 of Schedule 3 except for the purpose of Rules 8.2(d) and 8.6 when that expression shall have the meaning described in paragraph 35 of Schedule 3;
"Board" means the board of directors of the Company or a committee appointed by them or any duly authorised person;
"Bonus Date" means the date on which a bonus is payable under the relevant Savings Contract;
"the Company" means easyJet plc (registered in England and Wales No. 3959649);
"Contribution" means a contribution under a Savings Contract;
"Control" means control within the meaning of Section 995 of the Income Tax Act 2007;
"dealing day" means a dealing day of the London Stock Exchange;
"Dealing Restriction" means any restriction on the dealing in Shares, whether direct or indirect, pursuant to any law, regulation, code or enactment, or any share dealing code of the Company;
"Eligible Employee" means a person who satisfies the conditions described in Rule 2.1 (General rule on eligibility);
"FCA" means the Financial Conduct Authority as the competent authority for listing in the United Kingdom under Part VI of the Financial Services and Markets Act 2000;
"Grant Date" means the date on which an Option is granted;
"ITEPA" means the Income Tax (Earnings and Pensions) Act 2003;
"London Stock Exchange" means London Stock Exchange plc;
"Option Price" means the price at which Shares may be acquired on the exercise of an option as determined under Rule 5.3;
"Participant" means a person who holds an option granted under the Plan including his personal representatives;
"Participating Company" means:
"Plan" means the easyJet UK Sharesave Plan as amended from time to time;
"Related Company" means a company which is not under the control of any single person, but is under the control of two persons, one of them being the Company;
"Restriction" means any contract, agreement, arrangement or condition which makes provision to which any of subsections (2) to (4) of section 423 to ITEPA (Restricted securities) would apply if the references in those subsections to the employment-related securities were to Shares and the 'restriction' is that provision;
"Savings Contract" means an agreement under the terms of a certified contractual savings Plan, within the meaning of paragraph 48(1) of Schedule 3, which has been approved by HMRC for the purposes of Schedule 3;
"Schedule 3" means Schedule 3 to ITEPA;
"Section 409A" means section 409A of the US Internal Revenue Code of 1986, as amended;
"Shares" means fully paid ordinary shares in the capital of the Company which satisfy the requirements of paragraphs 18 to 20 and paragraph 22 of Schedule 3, unless Rule 7.10 (Shares ceasing to satisfy Schedule 3 requirements) or 9.5 (Exercise following disqualifying event) appliesy;
"Subsidiary" means a body corporate which is a subsidiary of the Company (within the meaning of section 1159 of the Companies Act 2006) and of which the Company has Control;
"US Taxpayer" means a Participant who is or becomes subject to taxation under the US Internal Revenue Code of 1986, as amended; and
"US Tax Year" means a calendar year or, if it would result in the period under Rule 7.10 being longer, the twelve month period in respect of which the Participant's employing company is obliged to pay tax,
and expressions not otherwise defined in this Plan have the same meanings as they have in Schedule 3, and interpretive provisions in Schedule 3 and any guidance issued by HMRC shall apply in interpreting this Plan except where the Plan expressly provides otherwise.
An individual is eligible to be invited to apply for an option only if:
The conditions referred to in Rule 2.1(b) are that:
If the Board decides to issue invitations to apply for options then it must send those invitations to all Eligible Employees. Invitations may only be issued:
(a) within the period of 6 weeks starting on:-
(i) the day on which the Plan is formally approved by HMRC under Schedule 3; or
Each invitation will specify:
(h) whether or not the bonus payable under a Savings Contract may be used to acquire Shares on the exercise of an option.
An application for an option shall be accompanied by an application for a Savings Contract which shall provide for the Eligible Employee to state:
(d) if he has a choice, the Bonus Date.
An application for an option shall be for an option over the largest whole number of Shares which could be acquired at the oOption pPrice with the amount of the expected repayment under the relevant Savings Contract.
If there are applications for options over more Shares than permitted either in the invitation or under Rule 6 (Limits) then each application for an option and a related Savings Contract shall be deemed to have been amended or withdrawn under Rule 4 (Scaling back).
If an Eligible Employee specifies in his application for a Savings Contract a proposed Contribution which, when added to any other Contribution he makes under any other Savings Contract, would exceed the maximum permitted in the related invitation then the Board is authorised to reduce the proposed Contribution to the maximum amount permitted.
If valid applications for options are received for a total number of Shares which exceeds any maximum number stated either in the relevant invitation or the limits in Rule 6 (Limits) then the Board shall scale back the applications using one or more of the following methods:
If scaling back in accordance with the preceding provisions of this Rule does not make available sufficient Shares to allow all Eligible Employees who have made valid applications to be granted options the Board may either select applications by lot or decide not to accept any applications on that occasion.
Subject to Rule 4 (Scaling back) and Rule 5.7 (Approvals and consents), the Board shall grant an option to acquire Shares upon the terms set out in this Plan, to any individual who:
Options must be granted within 30 days (or 42 days if applications are scaled back under Rule 4 (Scaling back)) of the first day by reference to which the Option Price is set.
Options may not be granted after ● 11 February 20235 (that is, 10 years following the 2015 2025 Annual General Meeting).
The Board will determine the Option Price which must be:
For the purposes of this Rule, "Market Value" on any day means:
(iii) and, if Shares are subject to any Restriction, the Market Value is to be determined as if they were not subject to that Restriction.
The terms of an Option must state whether or not the Shares which may be acquired by the exercise of the Option may be subject to any Restriction and, if so, the details of that Restriction.
Unless specified to the contrary by the Board at the time the Board grants an option, an option may be satisfied:
The Board may decide to change the way in which it is intended that an option may be satisfied after it has been granted, having regard to the provisions of Rule 6 (Limits).
An option granted to any person:
The grant of any option shall be subject to obtaining any approval or consent required under the provisions of "The Listing Rules" published by the UKLAFCA, any share dealing code of the Company, The City Code on Takeovers and Mergers, or any other relevant UK or overseas regulation or enactment.
No options shall be granted in any calendar year which would, at the time they are granted, cause the number of Shares allocated (as defined in Rule 6.2) on or after 22 November 2000 and in the previous period of 10 calendar years ending with that year under the Plan or under any other employee share plan adopted by the Company (excluding the easyJet Supplemental Flotation Share Option Scheme) to exceed such number as represents 10 per cent. of the ordinary share capital of the Company in issue at that time.
For the purposes of Rules 6.1:
Where:
the unissued Shares or treasury Shares which consequently cease to be subject to the option, award or other contractual right from time to time or absolutely (as appropriate) shall not count as "allocated".
Treasury Shares shall cease to count towards the limit in Rule 6.1 if the institutional investor bodies decide that such shares need not so count.
No options shall be granted to acquire a number of Shares which exceeds any number determined by the Board for this purpose.
Any option granted under the Plan shall be limited and take effect so that the limits in this Rule 6 are complied with.
No Shares may be issued or treasury Shares transferred to satisfy the exercise of any option to the extent that such issue or transfer would cause the number of Shares allocated (as defined in Rule 6.2 and adjusted under Rule 6.3) to exceed the limits in Rule 6.1.
Except where exercise is allowed under Rules 8 (Leavers and deceased participants) and 9 (Takeovers and other corporate events), an option granted under the Plan may not be exercised before the Bonus Date.
Unless Rule 8.1 (Deceased Participants) applies, an option shall not be capable of being exercised later than 6 months after the Bonus Date and, if not exercised, it shall lapse at the end of that period.
The amount paid for Shares on the exercise of an option shall not exceed the amount of the Contributions made in connection with that option before the date of exercise together with any interest or bonus paid on those Contributions.
A Participant shall not be eligible to exercise an option under the Plan at any time unless, subject to Rules 8.1, 8.2 and 8.3, he is at that time a director or employee of a Participating Company.
Regardless of any other rule of this Plan, where, before an option has become capable of being exercised, the Participant gives notice that he intends to stop paying Contributions under the Savings Contract made in connection with the option, or is deemed under its terms to have given such notice, or makes an application for repayment of the Contributions paid under it, the option shall immediately lapse.
The exercise of any option granted under the Plan shall be effected in the form and manner prescribed by the Board .
An option shall not be capable of being exercised more than once.
Within 30 days after an option has been exercised by a Participant the Board shall allot to him (or a nominee for him) or, as appropriate, procure the transfer to him (or a nominee for him) of the number of Shares in respect of which the option has been exercised, provided that the Board considers that the issue or transfer of those Shares would be lawful in all relevant jurisdictions.
Shares to be issued or transferred to or for the benefit of a US Taxpayer in connection with the exercise of an option shall be issued or transferred, if at all, not later than the 15th day of the third month following the end of the US Tax Year in which the option first becomes exercisable under any provision of the Plan (or such earlier date as is provided under the Plan and option).
All Shares allotted under the Plan shall rank equally in all respects with Shares then in issue except for any rights attaching to such Shares by reference to a record date before the date of the allotment.
Where Shares are transferred under the Plan following the exercise of an option, Participants will be entitled to any rights attaching to such Shares by reference to a record date on or after the date of such transfer.
Subject to Rule 9.5, if at any time the Shares subject to an option cease to satisfy the requirements of paragraphs 18 to 20 and paragraph 22 of Schedule 3:
If an option with an Option Price that is less than the fair market value (as defined for the purposes of Section 409A) of a Share subject to the Option on the Grant Date is held by a US Taxpayer, such option must be exercised, if at all, under any provision of the Plan not later than two business days before the 15th day of the third month following the end of the US Tax Year in which the option first becomes exercisable (or, if earlier, the last date of the relevant exercise period for such option, or such earlier date as is provided under the Plan and the option). The Board may determine an earlier date by which the option must be exercised, if at all, in order to provide for the issuance or transfer of the Shares within the time set forth in Rule 7.8.
An option subject to the provisions of this Rule 7.10 shall lapse at the expiry of the period for exercise provided above.
If a Participant dies:
(a) before the Bonus Date then his option may be exercised by his personal representatives during the period of 12 months after his death and, if not exercised, it shall lapse at the end of that period;
(b) on or within 6 months after the Bonus Date then his option may be exercised by his personal representatives during the period of 12 months after the Bonus Date and, if not exercised, it shall lapse at the end of that period.
If a Participant ceases to be a director or employee of a Participating Company by reason of:
he may exercise his option during the period of 6 months following such cessation and, if not exercised it shall, subject to Rule 8.1 (Deceased Participants), lapse at the end of that period.
If a Participant ceases to be a director or employee of a Participating Company on or before the third anniversary of the Grant Date for a reason other than one of those specified in Rule 8.1 (Deceased Participants) or Rule 8.2 (Injury, disability, redundancy, retirement and transfer out of the Group) then his option shall lapse immediately on such cessation.
If a Participant ceases to be a director or employee of a Participating Company more than 3 years after the Grant Date for any reason (other than dismissal for misconduct) he may exercise his option during the period of 6 months following such cessation and if not exercised it shall, subject to Rule 8.1 (Deceased Participants), lapse at the end of that period.
If, on the Bonus Date, a Participant holds an office or employment with a company which is not a Participating Company but which is an Associated Company or a company of which the Company has Control, he may exercise his option within 6 months after the Bonus Date and, if not exercised it shall, subject to Rule 8.1 (Deceased Participants), lapse at the end of that period.
This Rule 8.5 shall only apply to Options granted before 17 July 2013.
If a Participant continues to be a director or employee of a Participating Company after the date on which he reaches the Specified Age, he may exercise his option within 6 months after reaching that age.
A Participant shall not be treated for the purposes of Rules 8.1 (Deceased Participants) and 8.2 (Injury, disability, redundancy, retirement and transfer out of the Group) and 8.3 (Cessation of employment in other circumstances) as ceasing to be a director or employee of a Participating Company until he ceases to be a director or employee of the Company, any Associated Company, any Subsidiary and any Related Company which is a Participating Company.
If any person (or any group of persons acting in concert) makes a general offer to acquire either:
and as a result of such offer that person (and any others acting in concert) obtains Control of the Company and any condition subject to which the offer was made has been satisfied (the "Relevant Event"), then subject to Rule 7.2 (Long stop date for exercise), Rule 8 (Leavers and Deceased Participants), Rule 9.5 (Exercise following disqualifying event) and Rule 9.9 (Internal reorganisations), any option may be exercised within the period of one month or such longer period not exceeding 6 months as the Board may permit, following the date of the Relevant Event.
For the purposes of this Rule 9.1 "connected" has the meaning within section 993 of the Income Tax Act 2007.
In the event that any person becomes bound or entitled to acquire shares in the Company under sections 979 to 982 or 983 to 985 of the Companies Act 2006 (the "Relevant Event") an option may, subject to Rule 7.2 (Long stop date for exercise), Rule 8 (Leavers and deceased participants), Rule 9.5 (Exercise following disqualifying event) and Rule 9.9 (Internal reorganisations), be exercised at any time when that person remains so bound or entitled, but to the extent that it is not exercised within that period it shall, regardless of any other provision of the Plan except Rule 8.1 (Deceased Participants), lapse at the end of that period.
In the event that:
(a) under section 899 or section 901F of the Companies Act 2006 a court sanctions a compromise or arrangement; or
(b) a non-UK company reorganisation arrangement (as defined in paragraph 47A of Schedule 3) becomes binding on the shareholders covered by it
and it is applicable to or affecting:
an option may, subject to Rule 7.2 (Long stop date for exercise), Rule 8 (Leavers and deceased Participants), Rule 9.5 (Exercise following disqualifying event) and Rule 9.9 (Internal reorganisations), be exercised within six months of such Relevant Event, but to the extent that it is not exercised within that period it shall, regardless of any other provision of the Plan except Rule 8.1 (Deceased Participants), lapse at the end of that period.
Where a Relevant Event under any of Rule 9.1 (General offers), Rule 9.2 (Compulsory acquisition) or Rule 9.3 (Scheme of arrangement or non-UK arrangement) is anticipated the Board may, subject to Rule 7.2 (Long stop date for exercise) and Rule 8 (Leavers and deceased Participants), notify Participants that any option may be exercised in anticipation of such event in the period of 20 days ending with the date of the Relevant Event and shall be treated as if it had been exercised in accordance with the relevant Rule.
If the anticipated Relevant Event does not occur within a period of 20 days beginning with the date of exercise of any option under this Rule 9.4 then any such exercise shall be treated as having had no effect.
If as a consequence of a person obtaining Control of the Company in any of the circumstances in Rule 9.1 (General offers) (ignoring whether any condition subject to which an offer was made has been satisfied), Rule 9.2 (Compulsory acquisition) or Rule 9.3 (Scheme of arrangement or non-UK arrangement) the Shares no longer meet the requirements of Part 4 of Schedule 3, any Option may be exercised in accordance with the relevant Rule no later than 20 days after the day on which the person obtains Control of the Company notwithstanding that the Shares no longer meet such requirements, but to the extent that it is not exercised within that period it shall, regardless of any other provision of the Plan except Rule 8.1 (Deceased Participants), lapse at the end of that period.
This Rule 119.5 shall not authorise the exercise of any Option at a time outside the relevant period of exercise within any of Rule 119.1 (General offers), Rule 119.2 (Compulsory acquisition) or Rule 119.3 (Scheme of arrangement or non-UK arrangement).
In the event that the Company passes a resolution for voluntary winding up the Board shall, as soon as practicable, notify every Participant of that event and, subject to Rule 7.2 (Long stop date for exercise), Rule 8 (Leavers and deceased participants), Rule 9.5 (Exercise following disqualifying event) and Rule 9.9 (Internal reorganisations), any option may be exercised within six months after the passing of the resolution for the winding up, but to the extent that it is not exercised within that period an option shall (regardless of any other provision of the Plan) lapse at the end of that period.
If any company ("the acquiring company"):
any Participant may, at any time within the relevant period specified under paragraph 38(3) of Schedule 3, by agreement with the acquiring company, release any option which has not lapsed ("the old option") in consideration of the grant to him of an option ("the new option") which, for the purposes of paragraph 39 of Schedule 3, is equivalent to the old option but relates to shares in a different company (whether the acquiring company itself or some other company falling within paragraph 18(b) or (c) of Schedule 3).
For the purposes of this Rule 9.7:
The new option shall not be regarded for the purposes of Rule 9.7 (Option rollover: general provisions) as equivalent to the old option unless the conditions set out in paragraph 39(4) of Schedule 3 are satisfied, but so that the provisions of the Plan shall for this purpose be construed as if:
(a) the new option were an option granted under the Plan at the same time as the old option;
In the event that:
then an option shall not become exercisable under Rule 9.1 or Rule 9.3 but instead will be automatically surrendered during the period set out in paragraph 38(3) of Schedule 3 in consideration for the grant of a new option which is equivalent to the old option and Rule 9.6 shall apply to the new option.
Subject to Rule 10.3 (Adjustment below nominal value), in the event of any variation of the share capital of the Company, the Board may make such adjustments so far as necessary under Rule 10.2 (Method of adjustment).
Any adjustment to an option pursuant to this Rule 10 shall be notified to HM Revenue and Customs in accordance with paragraph 40B(6) of Schedule 3.
An adjustment made under this Rule shall be to one or more of the following:
An adjustment under Rule 10.2 (Method of adjustment) may have the effect of reducing the Option Price of options to be satisfied by the subscription of Shares to less than the nominal value of a Share, but only if and to the extent that the Board shall be authorised:
so that on the exercise of any option in respect of which such a reduction shall have been made the Board shall capitalise that sum (if any) and apply it in paying up that amount.
Subject to Rule 11.2 (Shareholder approval) and 11.4 (Alteration to the disadvantage of Participants) the Board may at any time alter the Plan.
Subject to Rule 11.3 (Exceptions to shareholder approval), no alteration to the advantage of a person to whom an option has been or may be granted shall be made under Rule 11.1 (General rule on alterations) to the provisions concerning:
without the prior approval by ordinary resolution of the members of the Company in general meeting.
Rule 11.2 (Shareholder approval) shall not apply to any minor alteration to benefit the administration of the Plan, to take account of a change in legislation or to obtain or maintain favourable tax, exchange control or regulatory treatment for Participants, the Company or any Subsidiary or Related Company.
No alteration to the disadvantage of any Participant shall be made under Rule 11.1 unless:
The rights and obligations of any individual under the terms of his office or employment with the Company, a Subsidiary, an Associated Company or a Related Company shall not be affected by his participation in the Plan or any right which he may have to participate in it. An individual who participates in the Plan waives any and all rights to compensation or damages in consequence of the termination of his office or employment for any reason whatsoever (whether lawfully or otherwise) insofar as those rights arise or may arise from his ceasing to have rights under or be entitled to exercise any option under the Plan as a result of such termination. Participation in the Plan shall not confer a right to continued employment upon any individual who participates in it. The grant of an option under the Plan does not imply that any further options will be granted under the Plan nor that a Participant has any right to be granted any further options under the Plan.
In the event of any dispute or disagreement as to the interpretation of the Plan, or as to any question or right arising from or related to the Plan, the decision of the Board shall be final and binding upon all persons.
Any notice or other communication under or in connection with the Plan may be given:
No third party has any right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Plan.
Benefits provided under the Plan shall not be pensionable.
From time to time the personal data of the Participant will be collected, used, stored, transferred and otherwise processed for the purposes described in this Rule 12.6. The legal grounds for this processing will (depending on the nature and purpose of any specific instance of processing) be one of: (i) such processing being necessary for the purposes of the legitimate interests of the Company and each Subsidiary, Associated Company or Related Company in incentivising their officers and employees and operating the Plan; (ii) such processing being necessary for the purposes of any relevant data controller in respect of such personal data complying with its legal obligations; and (iii) such processing being necessary for the performance of the contractual obligations arising under the Plan. The collection and processing of such personal data for such purposes is a contractual requirement of participation in the Plan.
The purposes for which personal data shall be processed as referred to in this Rule 12.6 shall be in order to allow the Company and each Subsidiary, Associated Company or Related Company to incentivise their officers and employees and to operate the Plan and to fulfil its or their obligations to the Participant under the Plan, and for other purposes relating to or which may become related to the Participant's office or employment, the operation of the Plan or the business of the Company's group or to comply with legal obligations. Such processing will principally be for, but will not be limited to, personnel, administrative, financial, regulatory or payroll purposes as well as for the purposes of introducing and administering the Plan.
The personal data to be processed as referred to in this Rule 12.6 may be disclosed or transferred to, and/or processed by:
Further information in relation to the processing of personal data referred to in this Rule 12.6, including the details and identity of the data controller and of the Participant's rights in respect of such personal data, is available in the Privacy Policy (or otherwise on request to the Company Secretary).
To the extent that the processing of personal data of a Participant referred to in this Rule 12.6 is subject to the laws or regulations of any jurisdiction that is not the United Kingdom or any EU member state and under which the legal grounds for processing described in Rule 12.6 do not provide a sufficient legal basis under such other laws or regulations for the processing referred to above, by participating in the Plan such Participant consents to such processing for the purposes of such other laws or regulations (but shall not be deemed to consent to such processing for the purposes of the UK Data Protection Act 2018 or EU Regulation 2016/679).
In this Rule 12.6, "personal data" and "data controller" each have the meaning given in the UK Data Protection Act 2018 and/or EU Regulation 2016/679 as applicable and the "Privacy Policy" means the easyJet Colleague Privacy Policy in place from time to time.
The Plan and all options granted under it shall be governed by and construed in accordance with the law of England and Wales.
and tThe Courts of England and Wales have exclusive jurisdiction to hear any dispute.
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