EasyJet 2014 Annual Report Download - page 93

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www.easyJet.com 91
Governance
Substantial interests
In accordance with the Disclosure and Transparency Rules
DTR 5, the Company, as at 30 September 2014, has been
notified of the following disclosable interests in its issued
ordinary shares:
Number of
shares as
notified to the
Company
% of
issued share
capital as at
30 September
2014
The Haji-Ioannou family
concert party shareholding,
consisting of easyGroup
Holdings Ltd (holding vehicle
for Sir Stelios Haji-Ioannou
and Clelia Haji-Ioannou)
and Polys Haji-Ioannou
(through his holding vehicle
Polys Holding Limited)
137,400,553 34.62%
The Capital Group
Companies, Inc.
35,932,207 9.05%
Blackrock, Inc. 19,819,175 4.99%
Standard Life Investments Ltd
(in relation to shares held
through Vidacos Nominees) 19,707,961 4.97%
Note: On 5 November 2014, The Capital Group Companies, Inc,
disclosed an increase in shareholding to 10.01% (39,725,742 ordinary
shares). No other changes to the above have been disclosed to the
Company in accordance with the Disclosure and Transparency Rules
DTR 5, between 30 September and 14 November 2014. All interests
disclosed to the Company in accordance with DTR 5 that have occurred
since 30 September 2014 can be found at easyJet’s corporate website:
http://corporate.easyjet.com/investors
Independent auditors
A resolution to reappoint PricewaterhouseCoopers LLP as
auditors of the Company will be put to shareholders at the
forthcoming Annual General Meeting.
Relationship agreement with controlling shareholders
Any person who exercises or controls on their own or
together with any person with whom they are acting in
concert, 30% or more of the votes able to be cast on
all or substantially all matters at general meetings of a
company are known as ‘controlling shareholders’. The
Financial Conduct Authority’s Listing Rules require
companies with controlling shareholders to enter into a
written and legally binding agreement which is intended
to ensure that the controlling shareholder complies with
certain independence provisions. The agreement must
contain undertakings that:
(a) transactions and arrangements with the controlling
shareholder (and/or any of its associates) will
be conducted at arm’s length and on normal
commercial terms;
(b) neither the controlling shareholder nor any of its
associates will take any action that would have
the effect of preventing the listed company from
complying with its obligations under the Listing
Rules; and
(c) neither the controlling shareholder nor any of its
associates will propose or procure the proposal of
a shareholder resolution which is intended or appears
to be intended to circumvent the proper application
of the Listing Rules.
The Board confirms that, in accordance with the Listing
Rules, on 14 November 2014, the Company entered into
such an agreement with Sir Stelios Haji-Ioannou (easyJet’s
founder) and easyGroup Holdings Limited, an entity in
which Sir Stelios holds a beneficial interest and which
holds shares in the Company on behalf of Sir Stelios
(the ‘Relationship Agreement’). Under the terms of the
Relationship Agreement, Sir Stelios and easyGroup Holdings
Limited have agreed to procure the compliance of Polys
and Clelia Haji-Ioannou with the independence obligations
contained in the Relationship Agreement. Sir Stelios,
easyGroup, Polys and Clelia Haji-Ioannou together comprise
controlling shareholders of the Company who have a
combined total holding of approximately 34.62% of the
Company’s voting rights.
The Board confirms that, since the entry into the
Relationship Agreement on 14 November 2014 until
17 November 2014, being the latest practicable date prior
to the publication of this Annual report and accounts:
(i) the Company has complied with the independence
provisions included in the Relationship Agreement;
(ii) so far as the Company is aware, the independence
provisions included in the Relationship Agreement have
been complied with by Sir Stelios, easyGroup, and Clelia
and Polys Haji-Ioannou and their associates; and
(iii) so far as the Company is aware, the procurement
obligation included in the Relationship Agreement has
been complied with by Sir Stelios and easyGroup.