EasyJet 2015 Annual Report Download - page 87

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Strategic report Governance Accounts
83
www.easyJet.com
As at 13 November no amounts had been drawn down
under the RCF.
The Company does not have agreements with any Director
or employee that would provide compensation for loss of office
or employment resulting from a change of control on takeover,
except that provisions of the Company’s share schemes and
plans may cause options and awards granted to employees
under such schemes and plans to vest on a takeover.
Governance
Substantial interests
In accordance with the Disclosure and Transparency Rules DTR 5,
the Company, as at 30 September 2015, 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
2015
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) 133,977,772 33.73%
Note: No changes to the above have been disclosed to the
Company in accordance with the Disclosure and Transparency
Rules DTR 5, between 30 September 2015 and 13 November
2015. All interests disclosed to the Company in accordance
with DTR 5 that have occurred since 30 September 2015 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 33.73% of the Company’s voting rights.
The Board confirms that, since the entry into the Relationship
Agreement on 14 November 2014 until 13 November 2015, 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 Holdings Limited.