Airbus circular/Notice of EGM

easyJet PLC 25 February 2003 Embargoed until 7a.m. on 25 February 2003 easyJet plc ('easyJet' or the 'Company') PROPOSED PURCHASE OF AIRBUS AIRCRAFT AND NOTICE OF EXTRAORDINARY GENERAL MEETING easyJet (LSE:EZJ), the fast-growing European low-cost airline, today announces that yesterday it dispatched a circular to its shareholders containing information on the proposed purchase of Airbus aircraft and notice of an extraordinary general meeting seeking shareholders' approval for the proposed purchase. The circular also contained an update on current trading and prospects and the status of the relationship agreement and brand licence with easyGroup Limited. Text of the Chairman's Letter and a Summary of the Terms and Conditions of the Airbus Contract (the 'Summary') follow. __________ Contacts / enquiries easyJet plc Toby Nicol, Corporate Communications Manager +44 (0) 1582 525 339 Chris Walton, Finance Director +44 (0) 1582 525 336 Derek Livingstone, Investor Relations Manager +44 (0) 1582 525 462 For easyJet media enquiries please contact: Grandfield Charles Cook +44 (0) 20 7417 4170 Gareth Penn ____________ On 31 December 2002 the Company announced that it had entered into a conditional agreement with Airbus under which Airbus has agreed to supply to the Company 120 Airbus A319 aircraft, which are planned for delivery over a five year period from September 2003, and, in addition, to grant the Company the right to acquire up to 120 further Airbus A319 aircraft for delivery up to 31 December 2012 (provided that delivery slots are available) at the same basic price. Given the size of the Airbus Contract, completion of the Proposed Purchase is conditional upon the Company obtaining Shareholders' approval to the transaction. The Company dispatched a circular to Shareholders yesterday to seek this approval at an EGM to be held at the Company's registered office at 10.00 a.m. on 12 March 2003. The Directors, who beneficially hold in aggregate 2,241,971 Ordinary Shares representing 0.57 per cent of the Company's issued share capital as at 24 February 2003, intend to vote in favour of the Resolution. In addition, easyGroup Limited, which is a company indirectly owned by Stelios Haji-Ioannou, the former Chairman, which as at 24 February 2003 beneficially holds in aggregate 85,576,451 Ordinary Shares representing 21.75 per cent of the Company's issued share capital, intends to procure that all such shares are voted in favour of the Resolution. The Directors believe that the Airbus Contract will provide the easyJet Group with the necessary aircraft to meet its expected aircraft requirements so as to ensure that it is well placed to continue its growth beyond 2003/4 and that easyJet has obtained favourable terms from Airbus for the purchase and operation of such aircraft. The New Airbus Contract and Fleet expansion An important part of easyJet's strategy is to operate a modern fleet. As at 30 September 2002, easyJet's fleet comprised of 64 aircraft (45 Boeing 737-300 aircraft and 19 Boeing 737-700 aircraft, of which 54 were leased and 10 were owned) with an average age of 5.7 years. 12 Boeing 737-700 aircraft remain to be delivered by Boeing under the Boeing Contract in the period up to May 2004. Under the Boeing Contract, six aircraft remain to be delivered in the financial year ending 30 September 2003 and the final six are scheduled for delivery in the financial year ending 30 September 2004. Under the terms of the Airbus Contract, and conditional upon Shareholders' approval, the Company has agreed to purchase 120 new Airbus A319 aircraft, for delivery over a period of five years from September 2003 and has acquired Additional Purchase Rights to enable it to purchase at any time and at the same basic price up to a further 120 Airbus A319 aircraft for delivery in the period up to December 2012 (provided that delivery slots are available). The Additional Purchase Rights give easyJet the flexibility to meet additional fleet expansion requirements if they arise. As at 24 February 2003, the Company has no present intention to exercise the Additional Purchase Rights in the near future. The Airbus A319 aircraft is part of the Airbus A320 family of aircraft, which also includes the A318, A320 and A321 aircraft. The first A320 aircraft entered airline service in April 1988. As at 30 September 2002, Airbus had delivered a total of 1,819 aircraft in the A320 family to over 100 customers. The first A319 aircraft was delivered in April 1996 and as at 30 September 2002, Airbus had delivered 472 A319 aircraft. As at 31 January 2003, the major airline operators of the A319 aircraft are America West (with 29 aircraft), British Airways (with 33 aircraft), Lufthansa (with 20 aircraft), Northwest (with 57 aircraft), United (with 55 aircraft) and USAirways (with 66 aircraft). Aircraft lessors have also acquired the Airbus A319 aircraft, including, as at 30 September 2002, GECAS which owned 22 A319 aircraft and ILFC which owned 42 A319 aircraft. However, very few low cost operators have any experience of operating the A320 family of aircraft. Airbus has agreed to provide easyJet with A319 aircraft in a single class configuration with 156 seats which compares with the 149 seats of the Boeing 737-700 aircraft presently operated by easyJet. The Company also has the right under the Airbus Contract, subject to certain conditions, to elect to receive the larger A320 and/or A321 aircraft instead of the A319 aircraft, in a single class configuration, with 180 and 220 seats respectively for most of the order. In the Global Offering Circular the Company included a schedule of the basic list price of the Boeing 737-700 aircraft plus the seller purchased equipment for a Boeing 737-700 aircraft to be delivered to easyJet under the Boeing Contract, which totalled approximately US$41.4 million (for September 2002, subject to price escalation to reflect inflation) and the Company stated that it had obtained from Boeing substantial confidential price and payment terms concessions for its then order of 32 Boeing aircraft. Under the Airbus Contract the aircraft basic price of each A319 aircraft (including the airframe basic list price, the sum of the specification change notices and the propulsion systems basic list price), as at January 2001 being the date by reference to which the contractual base price is quoted, was approximately US$44.2 million. Thus the total list price for 120 new A319 aircraft would be approximately US$5.3 billion. However, the Company has been granted very substantial price concessions by Airbus and the selected engine manufacturer. The Company believes that it can now purchase Airbus A319 aircraft under the Airbus Contract (taking into account these substantial price concessions) at a price approximately a third per seat below the price for the Boeing 737-700 aircraft delivered to it under the Boeing Contract in August 2002. These prices are subject to price escalation to reflect inflation. Airbus has agreed to provide extensive pre-delivery and ongoing support relating to the introduction of the Airbus A319 aircraft into easyJet's fleet. Specific support will also be given regarding training for easyJet's pilots, cabin crew and maintenance personnel. Airbus has also undertaken to put in place arrangements, in keeping with the low cost operation, to provide that the cost to easyJet of maintenance for the Airbus A319 aircraft shall not exceed the cost of maintenance for its Boeing 737-700 aircraft. easyJet expects to retain its aircraft on average for between seven to ten years. Assuming a ten year aircraft retention period so as to calculate the minimum number of Airbus deliveries required, and taking into account the remaining scheduled deliveries of aircraft under the Boeing Contract and the Airbus Contract and planned retirements or sales of aircraft the easyJet fleet would grow as follows: Year ending 30 September 2003 2004 2005 2006 2007 Total Remaining aircraft deliveries 6 6 - - - 12 under the Boeing Contract. . . . . . . Aircraft deliveries under the Airbus 2 21 32 34 41 120 Contract. . . . . . . . . . . . . . . . (Expected Retirements/Sales) . . . . . . - (10) (9) (9) (6) (34) Net Number of fleet at end of 74 91 114 139 164 financial year . . . . . . . . . . . . . Note: The above table does not take into account any expected deliveries, retirements or sales if the option to acquire Deutsche BA is exercised. The Airbus Contract sets out the terms of the Purchase, including the procedure for obtaining the aircraft, the list prices and payment terms for the airframe and indicative prices for all the other necessary parts for the Airbus aircraft to be delivered to easyJet. The suppliers of certain components to be fitted into the aircraft under the terms of the Airbus Contract, including the engines, avionics and certain other necessary components, have been selected by the Company following a selection process held by it between various component vendors and engine manufacturers in order to determine which engines and components were, in the opinion of the Board, the most appropriate. Based upon the tenders made to the Company as part of that process, the Company then selected those vendors as its preferred suppliers. Under letters of intent entered into between the Company and each such preferred supplier, the Company has substantially agreed the principal terms of a series of ancillary contracts and is in the final stages of negotiating these ancillary contracts with such suppliers. Under the CFM Selection Letter the engine manufacturer has agreed to provide easyJet with very substantial credits which will be included in the final engine ancillary contract; under the terms of the other ancillary contracts it is expected that the other preferred suppliers will also provide easyJet with credits and/or other benefits. Credits will be used against the effective price payable by easyJet for the aircraft being purchased under the Airbus Contract. The ancillary contracts are also expected to provide easyJet with additional warranty protection that go beyond that offered by Airbus under the Airbus Contract. As announced on 17 December 2002 the Company has selected CFM International S.A. (the manufacturers of the CFM 56 engine) as its preferred engine manufacturer and is in the process of negotiating a final agreement with it. Further details of the Airbus Contract are set out in the Summary. Rationale for Purchase easyJet's strategy, based on its current business model, requires easyJet to acquire a significant number of further aircraft whilst achieving a low total fleet operating cost. The Company believes that the offer received from Airbus after taking into account the support granted by Airbus achieves these objectives and was significantly better value than the offer received from Boeing. The Directors consider that the value to easyJet of the aircraft proposed to be purchased under the Airbus Contract justifies the price and terms upon which the aircraft are to be acquired. The Company has been negotiating with airline manufacturers for a large order of aircraft for over 12 months. The events that have occurred in the airline industry since 11 September 2001, including the Company's acquisition of Go, have significantly increased the Company's bargaining position and, as a result, the Company has been able to acquire additional aircraft which will have a significantly lower purchase cost than its existing fleet. In addition, by obtaining the Additional Purchase Rights for a further 120 aircraft easyJet has obtained the same basic price for these aircraft for its anticipated expansion until 2012. In deciding whether to choose Boeing or Airbus aircraft the Directors have considered carefully that its business model to date has, like most other large low cost operators, relied on a single aircraft manufacturer, Boeing. The Company has reached the decision to adopt a ''mixed'' fleet after a review of the operating and financial aspects of the ''mixed'' fleet option, the performance of Airbus aircraft to date in other fleets, including that of Jet Blue, the only other low cost operator to use Airbus aircraft. The Company took account of the fact that the easyJet Group's remaining Boeing 737 aircraft fleet is large enough to be operated as a discrete fleet and the favourable terms offered by Airbus. The size of the new aircraft order is due to the Company's need to provide aircraft for: (1) Growth based on the recently enlarged easyJet Group easyJet presently has a fleet of 66 aircraft and expects to replace 10 in the period to 30 September 2004. easyJet currently has a policy of operating aircraft on average for between 7 and 10 years. Assuming a 10 year aircraft operating life and the expected retirements, 34 of the 120 aircraft ordered from Airbus will be required as replacements for the existing fleet and 86 will be used for fleet expansion. (2) Growth post-May 2004 The last delivery under the Boeing Contract is due in May 2004. The Airbus Contract will extend the delivery of new aircraft to 2007 and gives easyJet the right to extend its delivery schedule to 2012 on favourable terms. In addition, the Company chose to purchase Airbus aircraft because: • the Airbus Contract enables it to purchase Airbus A319 aircraft at a price approximately a third per seat below the price for the Boeing 737-700 aircraft delivered to it under the Boeing Contract in August 2002; • the Directors believe that the offer from Airbus was significantly better value than the offer received from Boeing; • the Company believes that the Airbus A319 aircraft to be supplied under the Airbus Contract would achieve an approximate 10 per cent. improvement over the Company's existing operating cost base in the financial year ending 30 September 2002 (measured per available seat kilometre); • the Airbus Contract gives easyJet flexibility: • in enabling the Company to choose to acquire the larger Airbus A320 aircraft and Airbus A321 aircraft, at pre-agreed competitive prices; and • in the delivery dates of the aircraft; • Airbus has agreed to provide extensive support to the Company, especially with regard to training for easyJet's pilots, cabin crew and maintenance personnel; • Airbus has undertaken to put in place arrangements, in keeping with a low cost operation, to provide that the cost to easyJet of maintenance for the Airbus A319 aircraft shall not exceed the cost of maintenance for its Boeing 737-700 aircraft; • Airbus has agreed to assist in reducing the residual value risk on the remaining 10 Boeing 737-300 aircraft owned by easyJet (including by agreeing to grant to the Company the right to sell such aircraft to Airbus if, inter alia, the aircraft meets the contractual delivery conditions on a specified sale date, the required period of notice is given and the other general conditions precedent are met); and • Airbus has agreed to provide a guarantee as to the technical dispatch reliability of the A319 aircraft. In order to facilitate the smooth integration of the Airbus A319 aircraft into easyJet's fleet the Company will initially introduce the Airbus aircraft solely in easyJet Switzerland, the easyJet business operating out of easyJet's Geneva base, from September 2003. This business operates under a Swiss air operator's license which is separate from the core easyJet business. A self-contained management team in Geneva, that is not involved in the Go integration, will focus solely on the introduction of the Airbus aircraft into the Swiss operation, in order to build experience with the Airbus aircraft before the main delivery stream begins and to pinpoint and solve any initial problems that may arise, with the aim to make the subsequent introduction to the rest of easyJet operations as smooth as possible. Financing easyJet presently finances its fleet through a mix of bank borrowing, in each case secured on the relevant aircraft which is owned by easyJet, and sale and lease back transactions. As at 30 September 2002, following the Go acquisition, 84 per cent. of the Company's fleet were financed under operating leases. The Company is likely to continue to have a high proportion of leased aircraft in the short term. Aircraft leasing is used in order to: • allow easyJet to take advantage of 100 per cent. asset financing; • take advantage of attractive lease rates which are at very low levels; and • reduce easyJet's residual value exposure on the disposal of aircraft. easyJet has entered into commitments to sell and lease back the next aircraft under the Boeing Contract. easyJet has commenced seeking offers to finance the 11 remaining Boeing aircraft and the first five Airbus aircraft to be delivered under the Boeing Contract and Airbus Contract, respectively. easyJet has not yet entered into commitments or letters of intent in relation to the financing of the final 11 aircraft under the Boeing Contract or any of the aircraft under the Airbus Contract. The Company intends to retain flexibility in determining the method of financing these additional aircraft, although it expects that it will use a number of sources of debt finance, including sale and lease-back transactions, bank financing secured on the relevant aircraft and other financing structures, which may include the sale or securitisation of aircraft, public debt offers, and easyJet's internal resources and cashflow. It is anticipated that the deposit and periodic advance payments under the Airbus Contract will be financed out of easyJet's internal resources and cashflow or by debt. The ability of easyJet to meet its obligations under the Boeing Contract and the Airbus Contract depends on its ability to access the methods of finance described above, or other financing on acceptable terms. The Directors believe that such methods of financing are now available to it and are likely to remain available to easyJet but there can be no assurance that such sources of finance will remain available in the future or that the Company will not elect to use alternative finance, including public equity offerings, although no equity offering is envisaged to take place within the foreseeable future, nor can there be any assurance that the cost of such financing will not be higher than anticipated. Current trading and prospects On 26 November 2002, the Company announced its preliminary results for the financial year ending on 30 September 2002, which were that its revenue increased by 55 per cent to approximately £552 million and profit after tax increased by 29 per cent to approximately £49 million. easyJet continues to implement its proven strategy for strong growth in passenger volumes. In today's market place, easyJet will continue to use low prices to bring value to customers, to stimulate the market and to further disadvantage competitors. Forward booking volumes for flights over the spring and summer periods are encouraging, but softer fares continue to be experienced compared to the same period last year. (In this context, fare means the average one-way revenue per booking.) This is primarily due to year on year growth in aircraft seat capacity, the sale of additional seats at lower fares to lift the load factor of the Go Fly network closer to the easyJet network level and market and economic forces. For the four months ending 31 January 2003, easyJet's average fare has been approximately 6 per cent lower than the average fare generated by the proforma combined easyJet and Go Fly networks during the same period last year. For the reasons outlined above, and in particular the sale of additional seats to increase the load factor, easyJet expects that the year on year decrease in average fare for the half year ended 31 March 2003, may be more in line with the recently announced reduction in year on year yields experienced by the other leading European low-cost airline. For the four months ended January 2003, easyJet's load factor is not materially different to the load factor of the proforma combined easyJet and Go Fly operation for the same period last year. Historically, easyJet has usually shown a loss in the first half of the financial year and has generated the majority of its profits in the last quarter of the financial year. This year, the timing of Easter, falling in April, will aid the second half of the financial year. Although current forward bookings are robust, the overall profile of the last quarter's revenue, and hence the full year outcome, will not become apparent for at least several months. The current financial year will be impacted by the cost, as previously announced, of the integration of the Go Fly operation, the costs in connection with the option over Deutsche BA and the amortisation of goodwill; these are estimated to amount, in aggregate, to approximately £18 million in the first half. The integration of the Go Fly operation has proceeded much faster than originally planned and operations are running well. Pricing and sales are now conducted from unified systems and the benefits of creating a larger airline are beginning to be realised. In light of the progress in the integration of the Go Fly operation, the Company has announced changes in its management board to reflect the changing nature of the airline and certain individuals' desires to progress their own careers. Over the next six months, Mike Cooper, Business Development Director; Vilhelm Hahn-Petersen, Operations Director; and Graham Abbey, Human Resources Director are expected to leave the airline's management team. All three positions will be replaced and there is no planned change to the executive structure of the company. There has been some speculation about Deutsche BA. The rationale for the option to acquire Deutsche BA remains valid, but easyJet has to be certain that its business model can be fully applied before deciding whether to exercise the option. An indication of easyJet's intentions is likely to be made public later in the year. The Directors continue to be confident about the future prospects of easyJet and believe that following completion of the Purchase the Company is particularly well placed in the current environment to continue to grow the business in line with its stated strategy. Further, the Purchase will substantially increase easyJet's fleet size in the financial years to 30 September 2007, and as a result the Directors believe that the Purchase should have a beneficial impact on easyJet's ability to generate increased revenues in the future. Relationship agreement and brand licence The Company announced in the Acquisition and Rights Issue Circular that it would review the Relationship Agreement, its Articles of Association and the easyJet Brand Licence as part of the arrangements for Stelios Haji-Ioannou to step down as Chairman of the Company. On 26 November 2002, the Company announced that it had decided not to make any amendments to these documents. Under the terms of the Relationship Agreement and the Articles of Association, easyGroup Limited has the right to appoint two directors to the board of directors of the Company as long as (inter alia) its shareholding in the Company exceeds 25 per cent and Stelios Haji-Ioannou has the right to be Chairman of the Company for as long as he or easyGroup Limited owns in excess of ten per cent of the Company's issued share capital and as long as the easyJet Brand Licence remains in force. easyGroup Limited currently holds 21.75 per cent of the Company's issued share capital and so cannot appoint two directors to the board of the Company. Both Amir Eilon and Nick Hartley, who were originally nominated by easyGroup Limited, will continue to serve as Directors. Stelios Haji-Ioannou shall retain the right to be appointed Chairman for so long as his indirect holding is greater than ten per cent and the easyJet Brand Licence continues. Under the terms of the easyJet Brand Licence, easyJet does not own the ''easy'' trademark and associated orange livery, but instead licences them from easyGroup IP Licensing Limited, which is a subsidiary of easyGroup Limited, for a royalty payment of £1 per annum in perpetuity. The licence imposes duties on easyJet to maintain its high standards in its use of the brand and restricts the expansion of its licensed business. As part of these arrangements, Stelios Haji-Ioannou has agreed not to be involved in another airline business with a core activity of passenger transport in fixed wing aircraft from the date of the licence until the expiry of the period ending three years after the later of: (a) his ceasing to hold at least five per cent. of the share capital of the Company; and (b) his ceasing to have control of easyGroup IP Licensing Limited, or, if earlier, the termination of the easyJet Brand Licence. If the easyJet Brand Licence terminates for insolvency the three year period will not apply. This covenant will not prevent Stelios Haji-Ioannou from being involved in the chartering of private jets or the holding of 5 per cent. in a publicly quoted airline company provided he has no management role. For this purpose the chartering of private jets means the chartering of entire jets to an individual or company but not selling seats directly or indirectly to members of the public and not operating regular scheduled services. The Directors believe that this would not compete with easyJet's core business. SUMMARY OF THE TERMS AND CONDITIONS OF THE AIRBUS CONTRACT (the 'Summary') Introduction The Company entered into the Airbus Contract on 30 December 2002. The Company has conditionally agreed to purchase 120 new Airbus A319 aircraft and has obtained Additional Purchase Rights in relation to a further 120 Airbus A319 aircraft. The Airbus Contract is conditional upon the approval by Shareholders at the Extraordinary General Meeting. Delivery Schedule Under the Airbus Contract the Company is scheduled to take delivery of the first two aircraft in the financial year ending 30 September 2003 (both arriving in September 2003). The subsequent deliveries are scheduled as follows: • 21 aircraft to be delivered in the financial year ending 30 September 2004, • 32 aircraft to be delivered in the financial year ending 30 September 2005, • 34 aircraft to be delivered in the financial year ending 30 September 2006, and • 31 aircraft to be delivered in the financial year ending 30 September 2007. At an early stage in the delivery schedule, the Company can elect to convert each subsequent A319 aircraft into an A320 or an A321 aircraft, subject to basic price adjustments in respect of the aircraft type chosen. Certain purchase incentives and credits similar to those given in respect of A319 aircraft will also apply to such conversion. Airbus has granted the Company the right to elect, at any time, to purchase up to 120 additional aircraft at the same basic price (provided that they are scheduled for delivery up to 31 December 2012 and delivery slots are available). Certain purchase incentives and other credits will also apply to these Additional Purchase Rights. The Airbus Contract also gives the Company delivery date flexibility in that it allows the Company to modify the timing of a number of scheduled deliveries in each calendar quarter, subject to appropriate notice and conditions. Price The aircraft basic price (equivalent to a standard list price for an aircraft of this type) is made up of the airframe basic list price, the sum of the specification change notice (''SCN'') prices and the propulsion systems basic list price. SCNs, in this document, refer to easyJet's currently identified aircraft specifications which customise the standard Airbus specifications for such aircraft. The following table sets out the aircraft basic price: Total (US$) as at January Aircraft 2001 A319 . . . . . . . . . . . . . . . . . . . . . . 44,208,268 A320 . . . . . . . . . . . . . . . . . . . . . . 51,155,282 A321 . . . . . . . . . . . . . . . . . . . . . . 61,494,984 The basic prices for the airframe, propulsion systems and SCNs are subject to price escalation by applying a formula reflecting increases in the published relevant labour and material indexes between the time the basic price was set and the delivery of such aircraft. The Company is responsible for the payment of any taxes (including VAT) except for taxes relating to the manufacture of the aircraft in, inter alia, France and/or Germany, which will be payable by Airbus. The final basic price is subject to increases/decreases resulting from changes in the relevant specifications. Airbus and the selected engine manufacturer have granted to the Company very substantial price concessions with regard to the A320 family of aircraft. These will take the form of credit memoranda or payments to the Company for the amount of such concessions, which easyJet may apply toward the purchase of goods and services from Airbus or toward payments in respect of the purchase of the aircraft. Airbus and CFM International S.A. (the manufacturer of the engines to be fitted on the purchased aircraft) have also agreed to give the Company certain allowances as well as providing other goods and services to the Company on concessionary terms. As a result the effective price of each aircraft will be very substantially below the basic price mentioned above. The Company believes that, under the Airbus Contract, taking into account these substantial price concessions, it can purchase A319 aircraft at a price approximately a third per seat below the price for the Boeing 737-700 aircraft delivered to it under the Boeing Contract in August 2002 and further that it would achieve an approximate 10 per cent. improvement over the Company's existing operating cost base in the financial year ending 30 September 2002 (measured per available seat kilometre). The prices set out above are exclusive of (i) the cost of ''buyer-furnished'' equipment which the Company has asked Airbus to install on each of the aircraft which is estimated to be approximately $530,000 for the A319 aircraft and $605,000 for the A320 and A321 aircraft and (ii) taxes. Payment Terms On execution of the Airbus Contract, easyJet paid a refundable deposit to Airbus, which will be deducted from the relevant first pre-delivery payment for each aircraft, which will be payable on passing the Resolution. If the Resolution is not passed the Airbus Contract provides that the deposit shall be refunded. Under the Airbus Contract, easyJet is required to make certain pre-delivery payments in respect of each aircraft of a portion of the basic list price for that aircraft prior to its delivery. The balance of the final aircraft price, after taking account of the escalation factor and deduction of any credit memoranda and other concessions, is due at the time of delivery. At the end of this Summary there is a table that sets out total payments at the aircraft basic list price which are payable per quarter under the Airbus Contract. This table does not reflect the price concessions or escalation factor. Principal Conditions The delivery of each of the aircraft will be conditional upon, amongst other things: • the Company having paid the required advance payments prior to delivery and the final price; • the Company having delivered a signed acceptance certificate. Airbus Support In addition to manufacturing and delivering the aircraft, the Airbus Contract will require Airbus to provide various ancillary goods and services to easyJet both prior to delivery of the aircraft and throughout the period when easyJet operates them. These ancillary goods and services include operations and field service engineering, technical support and training, spare parts support, training of easyJet's flight crews in the operation of the aircraft and a complete set of technical manuals, software and other materials (including subsequent revisions) with respect to each aircraft. Under the Airbus Contract, Airbus will also provide the Company with airframe and spare part warranties (including warranties against defects in design, materials or workmanship and a warranty that the aircraft comply with agreed specifications). Airbus will also agree to indemnify the Company against any intellectual property infringement claims that may be brought against the Company in respect of the aircraft. Airbus has also: • agreed to assist in reducing the residual value risk on the remaining 10 Boeing 737-300 aircraft owned by easyJet (including by agreeing to grant to the Company the right to sell such aircraft to Airbus if, inter alia, the aircraft meets the contractual delivery conditions on a specified sale date, the required period of notice is given and the other general conditions precedent are met); • provided a guarantee as to the technical dispatch reliability of the A319 aircraft; • undertaken to put in place arrangements, in keeping with the low cost operation, to provide that the cost to the easyJet Group of maintenance for the Airbus A319 aircraft shall not exceed the cost of maintenance for its Boeing 737-700 aircraft; and • agreed to assist easyJet in respect of the initial provision of certain spare parts. Termination and Assignment Either party may terminate the Airbus Contract if the other party becomes insolvent or subject to insolvency proceedings. If any scheduled delivery of an aircraft is delayed for more than 12 months after the scheduled month of delivery because of an excusable delay (being a delay due to causes outside of Airbus' control) either party will have the right to terminate the Airbus Contract with respect to the affected aircraft. If delivery of any aircraft is delayed for a reason other than an excusable delay or total loss of the aircraft, Airbus will pay liquidated damages to the Company at a fixed daily rate limited to a maximum agreed amount. If the Company were to terminate the Airbus Contract following such a delay, the liquidated damages may be the sole remedy available to the Company. Airbus may terminate the Airbus Contract, among other reasons, for non-payment of pre-delivery payments or failure to take delivery of an aircraft. The Airbus Contract also provides that the rights and obligations of the parties may not (subject to certain exceptions) be assigned or transferred without the consent of the non-transferring party, which shall not be unreasonably withheld. The termination rights described above are without prejudice to either party's rights and remedies available at law, for instance a suit for damages for breach of contract. Total payments at the aircraft basic list price for 120 A319 aircraft Year Calendar quarter (US$ million) 2003 Q1 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 240 Q2 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 70 Q3 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 129 Q4 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 166 2004 Q1 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 215 Q2 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 401 Q3 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 240 Q4 . . . . . . .. . . . . . . . . . . . . . . . . . . . . . . . . . . 202 2005 Q1 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 432 Q2 . . .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 498 Q3 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 276 Q4 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 254 2006 Q1 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 401 Q2 . . . . . . . . . . .. . . . . . . . . . . . . . . . . . . . . . . 420 Q3 . . . . . . . . . . .. . . . . . . . . . . . . . . . . . . . . . . 263 Q4 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 177 2007 Q1 . . . . . . . . . . . . . . . . . . . . . . . . . . . . 389 Q2 . . . . .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 354 Q3 . .. . .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 177 Q4 . . . . ... . . . . . . . . . . .. . . . . . . . . . . . . . . . . . 0 5,305 Note: This payment schedule does not take account of the escalation formula described above, the very substantial deductions resulting from the credit memoranda, other concessions, the ''buyer furnished'' equipment and/or taxes. The total payment figure set out for 2003 (Q1) is set out on the basis that the Airbus Contract will become unconditional in 2003 (Q1). This payment schedule also assumes delivery of each aircraft taking place in accordance with the terms of the Airbus Contract (i.e. no changes in delivery time taking place). APPENDIX DEFINITIONS AND GLOSSARY OF TECHNICAL TERMS The following apply throughout this announcement, unless the context otherwise requires: ''€'' Euros; ''Acquisition'' the acquisition of the entire issued share capital of Newgo 1 Limited by the Company pursuant to the Acquisition Agreement; ''Acquisition Agreement'' the agreement dated 16 May 2002 between the Company, Newgo 1 Limited, 3i Group plc, other institutional shareholders and certain individual sellers; ''Acquisition and Rights Issue the circular issued by the Company to Circular' Shareholders dated 23 May 2002 in relation to inter alia the Acquisition; ''Additional Purchase Rights'' the rights granted to the Company pursuant to the Airbus Contract to elect, at any time, to purchase, at the same basic price, up to 120 additional Airbus A319 aircraft (provided that they are scheduled for delivery up to 31 December 2012 and delivery slots are available), further details of which are set out in the Summary; ''Airbus'' Airbus G.I.E.; ''Airbus Contract'' a conditional agreement made between the Company and Airbus to purchase 120 Airbus A319 aircraft and incorporating the Additional Purchase Rights, further details of which are set out in the Summary; ''Boeing'' The Boeing Company; ''Boeing Contract'' an agreement for the provision of 32 Boeing 737 aircraft, dated 23 July 1998 as assigned to the Company; 'CFM Selection Letter' a selection letter (with attachments) between C.F.M. International S.A. ('CFM') and the Company, in which the Company selects C.F.M. as its preferred engine manufacturer subject to agreeing formal documentation and C.F.M. irrevocably agrees to provide certain credits to easyJet; ''Company'' easyJet plc; ''Directors'' the directors of the Company; ''Deutsche BA'' Deutsche BA Holdings GmbH; ''easyJet'' and ''easyJet Group'' the Company and its subsidiary undertakings (including easyJet Switzerland and Go); ''easyJet Brand Licence'' the brand licence dated 5 November 2000 between easyGroup IP Licensing Limited, easyJet UK, Stelios Haji-Ioannou, the Company and easyGroup (UK) Limited under which, inter alia, easyGroup IP Licensing Limited granted easyJet UK a right to use the easyJet and other ''easy'' branding livery; ''easyJet Switzerland'' easyJet Switzerland S.A.; ''easyJet UK'' easyJet Airline Company Limited; ''Extraordinary General Meeting'' the extraordinary general meeting of the or EGM' Company convened for 12 March 2003; ''Go'' Newgo 1 Limited and its subsidiaries, Newgo 2 Limited and Go Fly Limited; ''Global Offering Circular'' the circular issued by the Company to Shareholders dated 15 November 2000 relating to, inter alia, the placing by Credit Suisse First Boston and UBS Warburg of shares in the Company; ''Ordinary Shares'' the ordinary shares of 25p each in the share capital of the Company; ''Purchase'' or ''Proposed Purchase'' the proposed purchase of 120 Airbus A319 aircraft over a 5 year period from 2003 to 2007 with Additional Purchase Rights, to purchase, at the same basic price, up to 120 additional Airbus A319 aircraft, for delivery up to 31 December 2012 (provided that delivery slots are available), under the terms of the Airbus Contract; ''Relationship Agreement'' a relationship agreement dated 14 November 2000 entered into between Stelios Haji-Ioannou, easyJet Holdings Limited and the Company, as amended; ''Resolution'' the ordinary resolution to approve the Purchase to be proposed at the EGM; ''Rights Issue'' the rights issue of Ordinary Shares as set out in the Acquisition and Rights Issue Circular; ''Shareholder(s)'' the holder(s) of Ordinary Shares in the Company; and ''US$'' or ''USD'' United States dollars. This information is provided by RNS The company news service from the London Stock Exchange

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