easyJet Regulatory News (EZJ)

10 February 2022

easyJet plc

(the "Company")

Results of Annual General Meeting

The Company announces the voting results of its Annual General Meeting ('AGM') held earlier today.

All resolutions put to the meeting were passed with the requisite majority by means of a poll. Resolutions 1 to 17 were each passed as an Ordinary Resolution (requiring a simple majority for them to be passed) and resolutions 18 to 20 were each passed as a Special Resolution (requiring at least a 75% majority for them to be passed).

The polling results for each resolution are set out below:

Notes:

1. Based on total issued share capital of 758,010,025 ordinary shares (as at 8 February 2022).

2. A vote withheld is not a vote in law and is not counted towards votes cast "For" or "Against" a resolution.

3. The total voting rights of the Company on 8 February 2022 were 758,010,025. 

4. As set out in the Notice of AGM, 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. At the time of the AGM, the level of ownership by EU persons was 41% and accordingly, easyJet has suspended voting rights in respect of certain shares ("Affected Shares") held by non-EU shareholders and the polling results noted above reflect these actions. Such Affected Shares continued to count in the calculation of issued share capital and total voting rights of the Company.

Resolutions 2, 15, 16 and 17

The Board is pleased that Resolution 2 (Remuneration Policy), Resolution 15 (Political Donations) Resolution 16 (Authority to Allot Shares) and Resolution 17 (Restricted Share Plan) were passed with significant majorities, but notes the votes against these resolutions.

In relation to Resolutions 2 and 17, the Remuneration Committee undertook a thorough review of remuneration arrangements prior to the AGM, including consulting with major shareholders and employee representatives, and concluded that replacing the LTIP with a Restricted Share Plan was the best approach going forward. The Board believes that the updated Remuneration Policy will not only support long term strategic decision-making and help retain and motivate management to drive the performance of the business as we continue to recover from the pandemic, but will also support the longer term performance of the business including delivering sustainable shareholder value.

Resolution 15 seeks authority for the Company to make political donations and incur political expenditure. The definitions of political donations and political expenditure used in the Companies Act 2006 are very wide. In line with UK market practice, the authority under Resolution 15 is therefore sought only as a precautionary measure to ensure that easyJet and its subsidiaries do not inadvertently breach the relevant provisions of the legislation. As set out in the Notice of AGM, the Company does not make and does not intend to make political donations or to incur political expenditure.

Resolution 16 seeks a routine authority to allot shares in accordance with the Investment Association share capital management guidelines. The Directors do not have any present intention to exercise this authority, however they consider it appropriate to maintain the flexibility that this authority provides.

In accordance with the UK Corporate Governance Code, the Board will continue its engagement with shareholders to discuss their concerns on the above resolutions.

National Storage Mechanism

In accordance with LR 9.6.2 copies of the resolutions passed as special business have been submitted to the FCA's National Storage Mechanism and will shortly be available to view at https://data.fca.org.uk/#/nsm/nationalstoragemechanism.

In case of queries please contact:

LEI: 2138001S47XKWIB7TH90