EasyJet 2008 Annual Report Download - page 34

This section contains information required by statute which is not included
elsewhere in this Annual Report.
Country of incorporation
The Company is incorporated in the United Kingdom and registered
in England and Wales.
Principal activity
The principal activity of the Company and its subsidiary companies “the
Group” or “easyJet”) is the provision of a low-cost airline service with care
and convenience on short-haul and medium-haul point-to-point routes
principally within Europe.
Directors and Directors’ interests
The following Directors served on the Board for all or part
of the year ended 30 September 2008:
Non Executive:
Sir Colin Chandler
Dawn Airey
David Bennett
Sir Stelios Haji-Ioannou
Professor Rigas Doganis
Diederik Karsten (resigned 21 February 2008)
Sir David Michels
John Browett
Sven Boinet (appointed 1 March 2008)
Executive
Andrew Harrison
Jeff Carr
Directors’ share interests
The following Directors hold direct interests in the share capital
of the Company:
2008 2007
Dawn Airey 10,000 10,000
David Bennett 10,000 10,000
John Browett 4,705 –
Jeff Carr 10,240 5,000
Sir Colin Chandler 49,700 39,700
Professor Rigas Doganis 13,600 9,000
Sir Stelios Haji-Ioannou 66,076,451 66,076,451
Andrew Harrison 682,616 312,179
Sir David Michels 12,100 3,500
The interests of Sir Stelios Haji-Ioannou are held through easyGroup
Holdings Limited.
Andrew Harrison’s shares at 30 September 2008 include 96,853 investment
shares purchased under the 2006 and 2007 Long Term Incentive Plans and
838 partnership shares under the Share Incentive Plan (Buy As You Earn).
Jeff Carr’s shares at 30 September 2008 include 5,240 investment
shares purchased under the 2007 Long Term Incentive Plan.
Executive Directors are deemed to be interested in the shares held by
the easyJet UK Employee Share Ownership Trust, the easyJet Overseas
Employee Share Ownership Trust and the Share Incentive Plan Trust
(the “Trusts”). At 30 September 2008, ordinary shares held in the Trusts
were as follows:
Share Incentive Plan Trust (unallocated as employees
are not entitled to these shares until the performance
conditions attached to them are met) 1,861,879
Total unallocated 1,861,879
Long Term Incentive Plan (allocated) 137,635
Total held by UK Trust (allocated) 9,462
Total held by Overseas Trust (allocated) 27,069
Total allocated 174,166
Total 2,036,045
Details of share options and share gifts granted to the Directors of the
Company are disclosed below in the Report on Directors’ remuneration.
Share capital
Details of the movements in authorised and issued share capital during
the period are provided in note 18 to the financial statements.
At the AGM held on 21 February 2008 the Company was authorised
to purchase up to 42,908,496 ordinary shares. This authority will expire
at the conclusion of the 2009 AGM.
Although no ordinary shares have been purchased by the Company during
the period from 21 February 2008 to the date of this report, a special
resolution will be put to shareholders at the AGM to renew the authority
to make market purchases of the Company’s shares up to a maximum
of 10% of the share capital of the Company.
The rights and obligations attaching to the Company’s ordinary shares
are set out in the Articles of Association.
Voting rights and restrictions on transfer of shares
None of the ordinary shares carry any special rights with regard
to control of the Company.
There are no restrictions on transfers of shares other than:
• Certain restrictions which may from time to time be imposed
by laws or regulations such as those relating to insider dealing;
• Pursuant to the Company’s code for securities transactions whereby
the Directors and designated employees require approval to
deal in the Company’s shares;
• Where a person with an interest in the Company’s shares has been
served with a disclosure notice and has failed to provide the Company
with information concerning interests in those shares;
• Where a proposed transferee of the Company’s shares has failed to
furnish to the Directors a declaration of nationality (together with such
evidence as the Directors may require) as required by the Company’s
Articles of Association;
• The powers given to the Directors by the Company’s Articles of
Association to limit the ownership of the Company’s shares by non
UK nationals and powers to enforce this limitation including the right
to force a sale of any affected shares.
The Company is not aware of any arrangements between shareholders
that may result in restrictions on the transfer of securities or voting rights.
easyJet plc
Annual report and accounts 2008
General information
32