EasyJet 2013 Annual Report Download - page 91

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www.easyJet.com 89
Governance
Governance
Directors’ report
easyJet plc is incorporated as a public limited
company and is registered in England with the
registered number 3959649. easyJet plc’s registered
office is Hangar 89, London Luton Airport, Luton,
Bedfordshire, LU2 9PF.
The Directors present the Annual report and accounts
for the year ended 30 September 2013. References to
‘easyJet’, the ‘Group’, and the ‘Company’, ‘we’ or ‘our’
are to easyJet plc or to easyJet and its subsidiary
companies where appropriate.
Pages 1 to 90, inclusive, of this Annual report
comprise the Directors’ report that has been drawn
up and presented in accordance with English
company law and the liabilities of the directors in
connection with that report shall be subject to the
limitations and restrictions provided by such law.
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 its 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 Share Dealing Code
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 UK 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 direction to vote or ordinary shares
which are unallocated. Generally, on a poll the trustee
shall vote in accordance with directions to vote given
by participants. In the absence of directions or on a
show of hands the trustee shall not vote.
The trustee of the easyJet plc Employee Benefit
Trust (the Trust), which is used to purchase shares
on behalf of the Company for the benefit of
employees, including in connection with the easyJet
Long Term Incentive Plan and the International
Share Incentive Plan, has the power to vote or not
vote at its absolute discretion in respect of any
shares in the Company held unallocated in the Trust.
However, in accordance with good practice, the
trustee does not intend to vote on such shares.
Substantial interests
In accordance with the Disclosure and Transparency
Rules DTR 5, the Company as at 30 September 2013,
has been notified of the following disclosable
interests in its issued ordinary shares:
Registered office
Hangar 89
London Luton Airport
Luton
Bedfordshire
LU2 9PF
Company registrar
Equiniti Limited
Aspect House
Spencer Road
Lancing
West Sussex
BN99 6DA
Number
of shares as
notified to the
Company
Percentage of
current issued
share capital
easyGroup Holdings Ltd
(holding vehicle for
Sir Stelios Haji-Ioannou
and Clelia Haji-Ioannou) 102,753,438 25.91%
Polys Haji-Ioannou
(through his holding
vehicle Polys Holding
Limited) 43,758,360 11.04%
Standard Life Investments
Ltd (in relation to shares
held through Vidacos
Nominees) 27,649,683 6.97%
Blackrock, Inc. 19,819,175 5.00%
This position remains the same as at 15 November 2013.
Note: All interests disclosed to the Company in
accordance with DTR 5 that have occurred since
30 September 2013 can be found at our corporate
website: http://corporate.easyjet.com/investors.
Company number
3959649
Auditors
A resolution to reappoint PricewaterhouseCoopers LLP
as auditors of the Company will be put to shareholders
at the forthcoming Annual General Meeting.