REG - easyJet PLC - Result of AGM

easyJetAnnouncement

10/02/2022 16:00

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RNS Number : 3464B  easyJet PLC  10 February 2022

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:

 

 Resolution                                                                              Votes For    %      Votes Against  %      Total Votes  % of ISC   Votes Withheld(2)

                                                                                                                                                Voted(1)
 1.      To receive the Annual Report and Accounts for the year ended 30 September 2021  271,971,218  99.98  50,185         0.02   272,021,403  35.89%     2,228,222
 2.      To approve the Directors' Remuneration Policy                                   186,561,503  73.38  67,687,412     26.62  254,248,915  33.54%     19,999,292
 3.      To approve the Directors' Remuneration Report                                   258,407,932  97.23  7,355,130      2.77   265,763,062  35.06%     8,482,821
 4.      To re-appoint Johan Lundgren as a Director                                      226,679,675  94.41  13,427,723     5.59   240,107,398  31.68%     34,143,925
 5.      To appoint Kenton Jarvis as a Director                                          239,854,855  90.25  25,917,666     9.75   265,772,521  35.06%     8,474,830
 6.      To appoint Stephen Hester as a Director                                         229,188,954  86.23  36,594,779     13.77  265,783,733  35.06%     8,464,112
 7.      To re-appoint Dr Andreas Bierwirth as a Director                                239,838,254  99.91  222,007        0.09   240,060,261  31.67%     34,187,781
 8.      To re-appoint Catherine Bradley CBE as a Director                               237,793,967  99.05  2,272,169      0.95   240,066,136  31.67%     34,182,669
 9.      To re-appoint Nick Leeder as a Director                                         239,020,968  99.57  1,039,132      0.43   240,060,100  31.67%     34,188,705
 10.     To re-appoint Julie Southern as a Director                                      228,717,280  95.27  11,351,482     4.73   240,068,762  31.67%     34,179,807
 11.     To appoint Sheikh Mansurah Tal-At ('Moni') Mannings as a Director               225,805,844  94.06  14,262,067     5.94   240,067,911  31.67%     34,180,658
 12.     To re-appoint David Robbie as a Director                                        239,609,223  99.81  454,056        0.19   240,063,279  31.67%     34,184,002
 13.     To re-appoint PricewaterhouseCoopers LLP as auditors of the Company             243,793,340  91.72  22,003,578     8.28   265,796,918  35.07%     8,450,469
 14.     To authorise the Audit Committee to determine the auditors' remuneration        251,682,576  94.68  14,141,199     5.32   265,823,775  35.07%     8,424,565
 15.     To authorise the Company and its subsidiaries to make political donations and   212,706,911  80.02  53,118,775     19.98  265,825,686  35.07%     8,427,584
         incur political expenditure
 16.     To authorise the Directors to allot shares                                      216,351,128  78.93  57,770,727     21.07  274,121,855  36.16%     126,714
 17.     To approve the easyJet Restricted Share Plan                                    195,368,696  74.93  65,362,662     25.07  260,731,358  34.40%     13,515,066
 18.     To disapply statutory pre-emption rights (Special Resolution)                   226,469,924  82.63  47,601,294     17.37  274,071,218  36.16%     173,012
 19.     To authorise the Company to purchase its own shares (Special Resolution)        265,858,408  97.38  7,147,012      2.62   273,005,420  36.02%     243,618
 20.     To authorise the Company to call general meetings on not less than 14 clear     267,169,620  97.47  6,928,848      2.53   274,098,468  36.16%     149,259
         days' notice (Special Resolution)

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
(https://data.fca.org.uk/#/nsm/nationalstoragemechanism) .

 

 

In case of queries please contact:

 Institutional investors and analysts:

 Michael Barker   Investor Relations        +44 (0) 7985 890 939
 Adrian Talbot    Investor Relations        +44 (0) 7971 592 373

 Media:

 Anna Knowles     Corporate Communications  +44 (0)7985 873 313
 Dorothy Burwell  Finsbury Glover Hering    +44 (0) 7733 294 930
 Edward Simpkins  Finsbury Glover Hering    +44 (0)7947 740 551 /

                                            (0) 207 251 3801

  LEI: 2138001S47XKWIB7TH90

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