EasyJet 2012 Annual Report Download - page 51

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Governance
easyJet plc
Annual report and accounts 2012 49
Shareholder information
Share capital
Details of the movements in authorised and issued share capital
during the year are provided in note 17 to the accounts.
The rights and obligations attaching to the Company’s ordinary
shares are set out in the Articles.
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; and
→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.
Employee share schemes – rights of control
The trustee of the easyJet Share Incentive Plan (the Plan) will, on
receipt of any offer, compromise, arrangement or scheme which
affects ordinary shares held in the Plan, invite participants to direct
the trustee on the exercise of any voting rights attaching to the
ordinary shares held by the trustee on their behalf and/or direct
how the trustee shall act in relation to those ordinary shares.
The trustee shall take no action in respect of ordinary shares for
which it has received no directors or ordinary shares which are
unallocated. Generally, on a poll the trustee shall vote in
accordance with directors given by participants. In the absence
of directions or on a show of hands the trustee shall not vote.
The trustee of the easyJet Employee Share Trust (the Trust),
which is used in connection with the easyJet Long Term Incentive
Plan, has the power to vote or not vote at its discretion in respect
of any shares in the Company held in the Trust.
Substantial interests
In accordance with the Disclosure and Transparency Rules DTR 5,
the Company as at 16 November 2012, has been notified of the
following disclosable interests of 3% or more in its issued
ordinary shares:
%
easyGroup Holdings Ltd
(Holding vehicle for Sir Stelios Haji-Ioannou) 26.07
Polys Haji-Ioannou 11.11
Standard Life Investments Ltd 7.36
Prudential Group of Companies (M&G) 6.24
Note: Changes to the position above since 16 November 2012
can be found at our corporate website,
http://corporate.easyjet.com.
Registered office
Hangar 89
London Luton Airport
Luton
Bedfordshire
LU2 9PF
Company registrar
Equiniti Limited
Aspect House
Spencer Road
Lancing
West Sussex
BN99 6DA
Auditors
A resolution to reappoint PricewaterhouseCoopers LLP as auditors
of the Company will be put to shareholders at the forthcoming
Annual General Meeting.
Company number
3959649