easyJet Regulatory News (EZJ)

27 June 2022

easyJet plc

('easyJet' or the 'Company')

Publication of Circular and Notice of General Meeting

Further to the announcement of the proposed purchase of 56 Airbus A320neo family aircraft and conversion of 18 A320neo family aircraft to 18 A321neo aircraft and related amendments on 21 June 2022 (the 'Proposed Purchase'), the Board of easyJet announces that a general meeting of the Company ('GM') will be held on Wednesday 20 July 2022 at 10.00 a.m. at Hangar 89, London Luton Airport, Luton LU2 9PF.

A circular relating to the Proposed Purchase, including the Notice of GM (the 'Circular'), has received approval from the Financial Conduct Authority. A copy of the Circular will be posted to shareholders (other than those shareholders who have elected to receive, or who have been deemed to have elected to receive, notification by electronic communication) and has been published on the Company's website at: 

https://corporate.easyjet.com/investors/shareholder-services/shareholder-meetings/gm-2022

The Proposed Purchase constitutes a Class 1 transaction under the UK Listing Rules and is conditional upon shareholder approval being obtained at the GM.

The Board considers that the resolution is in the best interests of the Company and unanimously recommends shareholders vote for the resolution.

GM arrangements

The Company is offering facilities for shareholders to attend and vote at the GM in person or electronically, should they wish to do so. Further details are set out in Part 2 of the notes to the Notice of GM and a user guide to the electronic facilities is available on the website at:

https://corporate.easyjet.com/investors/shareholder-services/shareholder-meetings/gm-2022

The Board strongly encourage shareholders to vote on the resolution in advance of the GM by completing an online proxy appointment form appointing the Chairman of the meeting as their proxy and to register any questions in advance. Further details are included in the notes to the Notice of GM.

Shareholders are urged to submit their votes by proxy before 10.00 a.m. on Monday 18 July 2022.

Documents

In connection with the above, the following documents are being posted or have been made available to Shareholders today:

• the Circular, including a letter from the Chairman explaining the background and rationale for the GM and the formal Notice of GM; and
• Form of Proxy for the GM.

In accordance with Listing Rule 9.6.1 copies of the documents listed above have been submitted to the National Storage Mechanism and will shortly be available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism.

The Circular and other materials relating to the GM are available to view on the Company's website at: 

https://corporate.easyjet.com/investors/shareholder-services/shareholder-meetings/gm-2022

Disenfranchisement

As shareholders will be aware, the Board is ensuring the Company complies with European ownership and control requirements by exercising its powers to suspend voting rights of certain UK and non-EU nationals. For the period of any such suspension, the relevant shareholders would not be entitled to attend, speak or vote at shareholder meetings, including the GM, in respect of the shares subject to the suspension.  Further information can be found on easyJet's website at:

https://corporate.easyjet.com/investors/shareholder-services/eu-share-ownership.

As at 23 June 2022, the level of ownership by EU persons was 40.25%. Accordingly, easyJet has suspended voting rights in respect of certain shares ('Affected Shares') held by Relevant Persons in accordance with easyJet's articles of association so that a majority of the voting rights in easyJet are held by EU Persons.

We would recommend that all shareholders vote in advance of the GM, even in respect of any Affected Shares that they may hold. This is because those shares may be re-enfranchised in advance of the GM.

Shareholders who own shares whose voting rights will be suspended (and therefore whose votes will not be counted) at the GM will receive a notice (an "Affected Share Notice") by post from Equiniti, our Registrars, on or around 4 July 2022 notifying them of the suspension of voting rights in respect of their Affected Shares.

If a shareholder votes more than its eligible holding (for example, because some of their voting rights are suspended pursuant to an Affected Share Notice), Equiniti shall use its reasonable endeavours to contact the relevant shareholder to resolve any discrepancies, however, to the extent Equiniti is unable to resolve such discrepancies by 10.00 a.m. on Monday, 18 July 2022, Equiniti will scale back the relevant shareholder's votes on a pro rata basis so that such shareholder's votes do not exceed those it is entitled to vote.

Capitalised terms not otherwise defined in this announcement have the meanings given to them in the Circular.

For further details please contact easyJet plc:

Institutional investors and analysts:

Media:

LEI: 2138001S47XKWIB7TH90