EasyJet : Notice of AGM 2019

NOTICE OF ANNUAL GENERAL MEETING 2019

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. IF YOU ARE IN ANY DOUBT ABOUT THE ACTION TO BE TAKEN, YOU SHOULD IMMEDIATELY CONSULT YOUR STOCKBROKER, SOLICITOR, ACCOUNTANT OR OTHER INDEPENDENT ADVISER AUTHORISED UNDER THE FINANCIAL SERVICES AND MARKETS ACT 2000.

Notice of the Annual General Meeting of easyJet plc, which has been convened for Thursday, 7 February 2019 at 10.00 a.m. at Hangar 89, London Luton Airport, Luton, Bedfordshire, LU2 9PF, is set out in Part II of this document.

If you have sold or transferred all of your ordinary shares in easyJet plc (the "Company"), you should pass this document, together with the accompanying documents, as soon as possible to the purchaser or transferee or to the person through whom the sale or transfer was made for transmission to the purchaser or transferee.

A Form of Proxy for use at the Annual General Meeting is enclosed. To be valid, Forms of Proxy must be completed and returned in accordance with the instructions printed thereon so as to be received by the Company's registrars, Equiniti at Aspect House, Spencer Road, Lancing, West Sussex, BN99 6DA as soon as possible and in any event not later than 5 February 2019 at 10.00 a.m., being 48 hours before the time appointed for holding the Annual General Meeting. Your appointed proxy must attend the Annual General Meeting for your vote to be counted. Unless you are appointing the Chairman as your proxy, please check with your appointed proxy prior to appointing him/ her that he/she intends to attend the Annual General Meeting.

EXPECTED TIMETABLE OF EVENTS

Action

Latest time and date for receipt of Forms of Proxy from Shareholders

Annual General Meeting

Shares marked ex-entitlement to the dividend

Record Date for entitlement to the dividend

Payment of the dividend

Time and/or date (2019)

10.00 a.m. on Tuesday, 5 February

10.00 a.m. on Thursday, 7 February

Thursday, 28 February

5.00 p.m. on Friday, 1 March

Friday, 22 March

Note: References to times in this document are to London time unless otherwise stated.

PART I

(Incorporated and registered in England and Wales with registered number 3959649)

Directors

John Barton (Chairman) / Charles Gurassa / Johan Lundgren / Andrew Findlay / Adèle Anderson / Dr. Andreas Bierwirth /

Moya Greene DBE / Andy Martin /

Julie Southern / Dr. Anastassia Lauterbach / Nick Leeder

8 January 2019

Dear Shareholder

I am writing to inform you that the Annual General Meeting (the "Meeting") of the Company will be held at 10.00 a.m. on Thursday, 7 February 2019 at Hangar 89, London Luton Airport, Luton, Bedfordshire, LU2 9PF. The formal notice of the Meeting and resolutions to be proposed are set out in Part II on page 10 of this document.

If you would like to vote on the resolutions but cannot come to the Meeting, you can appoint another person as your proxy to exercise all or any of your rights to attend, vote and speak at the Meeting by using one of the methods set out in the notes to the notice of the Meeting.

The purpose of this letter is to explain certain elements of the business to be considered at the Meeting. Resolutions 1 to 17 inclusive are proposed as ordinary resolutions, while Resolutions 18 to 20 inclusive are proposed as special resolutions.

Annual Report and Accounts for the year ended 30 September 2018 (Resolution 1)

The Directors are required to present to the meeting the Annual Report and Accounts of the Company for the financial year ended

30 September 2018. Shareholders will be asked to receive the Annual Report and Accounts for the year ended 30 September 2018. The Annual Report and Accounts were published and made available to shareholders on 5 December 2018.

Registered office

Hangar 89

London Luton Airport Luton

Bedfordshire LU2 9PF

Directors' Remuneration Report (Resolution 2)

Resolution 2 seeks shareholder approval for the Annual Report on Remuneration and the Annual Statement by the Chair of the Remuneration Committee, which together form the Directors' Remuneration Report. The Directors' Remuneration Report can be found on pages 87 to 105 (inclusive) of the Annual Report and Accounts.

The Annual Report on Remuneration gives details of the implementation of the Company's current remuneration policy in terms of the payments and share awards made to the Directors in connection with their performance and that of the Company during the year ended 30 September 2018. This vote is advisory and will not affect the way in which the pay policy has been implemented or the future remuneration that is paid to any Director.

The Directors' remuneration policy was approved by shareholders at the Annual General Meeting of the Company held on 8 February 2018 for a period of up to three years and is, therefore, not required to be put to shareholders for approval at this year's Meeting. It will be put to shareholders for approval again by no later than the Annual General Meeting in 2021. A summary of the Directors' remuneration policy can be found on pages 91 to 97 of the Annual Report and Accounts and the full remuneration policy can be found on the Company's website.

Part I continued

The Company's auditors during the year, PricewaterhouseCoopers LLP, have audited those parts of the Directors' Remuneration Report that are required to be audited and their report relating to the Directors' Remuneration Report can be found on page 117 of the Annual Report and Accounts.

Payment of ordinary dividend (Resolution 3)

An ordinary dividend of 58.6 pence per ordinary share for the year ended 30 September 2018 is recommended for payment by the Directors. If shareholders approve the recommended ordinary dividend, this will be paid on Friday, 22 March 2019 to all shareholders who are on the register of members at the close of business at 5.00 p.m. on Friday, 1 March 2019 with an ex-dividend date of Thursday, 28 February 2019. Payments will be made by cheque or BACS (where there is an existing dividend mandate). The ordinary dividend equates to an aggregate distribution to shareholders of approximately £233 million.

Election and re-election of Directors (Resolutions 4 to 13 inclusive)

In accordance with the UK Corporate Governance Code, which provides for all directors of companies forming part of the FTSE 350 to be subject to annual re-election by shareholders, all of the Board is standing for election or re-election by shareholders at this year's Meeting with the exception of Adèle Anderson who, as previously notified, will be stepping down as a Non-Executive Director following the conclusion of the Meeting after seven years with the Company. Three additional Directors have been appointed to the Board since the last Annual General Meeting and will therefore be standing for election for the first time: Julie Southern was appointed as a Non-Executive Director with effect from

1 August 2018 with Dr. Anastassia Lauterbach and Nick Leeder having been appointed with effect from 1 January 2019.

Resolutions 7 to 13 (inclusive) relate to the re-election of Charles Gurassa, Dr. Andreas Bierwirth, Moya Greene DBE, Andy Martin and to the election of Julie Southern, Dr. Anastassia Lauterbach and Nick Leeder. These are the Directors that the Board has determined are independent directors for the purposes of the UK Corporate Governance Code (the "Independent Directors"). Under the Listing Rules, because Sir Stelios Haji-Ioannou, easyGroup Holdings Limited, Polys Haji-Ioannou and Clelia Haji-Ioannou together comprise controlling shareholders of the Company

(that is, they exercise or control in concert more than 30% of the voting rights of the Company), the election or re-election of any Independent Director by shareholders must be approved by a majority vote of both:

• (1) the shareholders of the Company; and

• (2) the independent shareholders of the Company (that is the shareholders of the Company entitled to vote on the election of Directors who are not controlling shareholders of the Company).

Resolutions 7 to 13 (inclusive) are therefore being proposed as ordinary resolutions which all shareholders may vote on, but in addition the Company will separately count the number of votes cast by independent shareholders in favour of the resolution (as a proportion of the total votes of independent shareholders cast on the resolution) to determine whether the second threshold referred to in (2) above has been met. The Company will announce the results of the resolutions on this basis as well as announcing the results of the ordinary resolutions of all shareholders.

Under the Listing Rules, if a resolution to elect or re-elect an Independent Director is not approved by a majority vote of both the shareholders as a whole and the independent shareholders of the Company at the Meeting, a further resolution may be put forward to be approved by the shareholders as a whole at a meeting which must be held more than 90 days after the date of the first vote but within 120 days of the first vote.

Accordingly, if any of Resolutions 7 to 13 (inclusive) are not approved by a majority vote of the Company's independent shareholders at the Meeting, the relevant Director(s) will be treated as having been elected or re-elected only for the period from the date of the Meeting until the earlier of: (i) the close of any general meeting of the Company, convened for a date more than 90 days after the Meeting but within 120 days of the Meeting, to propose a further resolution to elect or re-elect him or her; (ii) the date which is 120 days after the Meeting; and (iii) the date of any announcement by the Board that it does not intend to hold a second vote. In the event that the Director's election or re-election is approved by a majority vote of all shareholders at a second meeting, the Director will then be elected or re-elected until the next Annual General Meeting.

The Company is also required to provide details of: (i) any previous or existing relationship, transaction or arrangement between an Independent Director and the Company, its Directors, any controlling shareholder or any associate of a controlling shareholder;

(ii) why the Company considers the proposed Independent Director will be an effective Director; (iii) how the Company has determined that the proposed Director is an Independent Director; and (iv) the process by which the Company has selected each Independent Director. This is set out below:

Previous/existing relationships: The Company has received confirmation from each of the Independent Directors that, except as disclosed below, there is no existing or previous relationship, transaction or arrangement that the Independent Directors have or have had with the Company, its Directors, any controlling shareholder or any associate of a controlling shareholder.

• • The Independent Directors from time to time attend networking or fundraising events with or at the invitation of other Directors but the Board is satisfied that this has no bearing on their independence.

Effectiveness: Biographical details of each of the Directors (other than Dr. Anastassia Lauterbach and Nick Leeder), who are all seeking election or re-election, appear on pages 61 to 63 of the Annual Report and Accounts. Since the date of publication of the Annual Report and Accounts, the Company and the market were notified on 28 November 2018 that Julie would continue as a Non-Executive Director of DFS Furniture plc until 31 March 2019. The biographical details for Dr. Anastassia Lauterbach and Nick Leeder, who were appointed after the Annual Report and Accounts were published, appear in the appendix to this notice. The biographical details also set out each Independent Director's experience. The Board considers, following a formal Board performance evaluation, that each Director continues to contribute effectively and to demonstrate commitment to his or her role. This consideration of effectiveness is based on, amongst other things, the business skills, industry experience, business model experiences and other contributions individuals may make (including diversity considerations), both as an individual and also in contributing to the balance of skills, knowledge and capability of the Board as a whole, as well as the commitment of time for Board and Committee meetings and other duties. Prior to the appointments of Julie Southern, Dr. Anastassia Lauterbach and Nick Leeder, the Board reviewed their other offices and roles and is satisfied by each of their respective approaches to managing their time commitments.

Independence: Each Independent Director's independence was determined by reference to the relevant provisions of the UK Corporate Governance Code. The Board also considers that each of the Independent Directors is independent in character and judgment and that there are no relationships or circumstances which are likely to affect, or could appear to affect, his/ her judgment.