Notice of AGM

RNS Number : 1827W

easyJet PLC

25 January 2012

 



easyJet plc ("the Company")

Annual Report and Accounts 2011 and Notice of Annual General Meeting

The Company announces that its 2012 Annual General Meeting will be held on 23 February 2012 at 10.00 a.m. at Hangar 89, London Luton Airport, Luton, Bedfordshire, LU2 9PF;

In connection with this, the following documents have been posted to shareholders today:

·        the Annual Report and Accounts for the year ended 30 September 2011;

·        notice of Annual General Meeting;

·        the Form of Proxy in relation to the Annual General Meeting;

The Annual Report and Accounts for the year ended 30 September 2011 and the notice of the 2012 Annual General Meeting are also available to view on the Company's website. The direct link to download the 2011 Annual Report and Accounts is http://2011annualreport.easyjet.com/  and the direct link to download the notice of Annual General Meetings is http://corporate.easyjet.com/investors/shareholder-services/agm/~/media/Files/E/Easyjet-Plc-V2/pdf/investors/agm/easyJet-NOM-2012.pdf.

A copy of these documents have been submitted to the National Storage Mechanism and will shortly be available for inspection at: (www.hemscott.com/nsm.do).

EXPECTED TIMETABLE OF EVENTS

Latest time and date for receipt of Forms of Proxy from Shareholders	10.00a.m. on Tuesday, 21 February 2012
Annual General Meeting	10.00a.m. on Thursday,  23 February 2012
Existing Ordinary Shares marked ex-entitlement to the Ordinary Dividend	Wednesday, 29 February 2012
Record Date for entitlement to the Special Dividend, Ordinary Dividend and for the Share Consolidation	5.00pm on Friday, 2 March 2012
Existing Ordinary Shares marked ex-entitlement to the Special Dividend	Monday, 5 March 2012
Effective time and date of the Share Consolidation and date CREST accounts credited with New Ordinary Shares	08.00am on Monday, 5 March 2012
Commencement of dealings in New Ordinary Shares	08.00am on Monday, 5 March 2012
Payment (where applicable) of fractional entitlements, despatch (where applicable) of certificates for New Ordinary Shares	Friday, 23 March 2012
Payment of Ordinary Dividend and Special Dividend	Friday, 23 March 2012

In compliance with DTR 6.3.5, the following information is extracted from the 2011 Annual Report and Accounts and should be read together with the Company's Final Results announcement issued on 15 November 2011 which can be found at http://otp.investis.com/clients/uk/easyjet/rns/regulatory-story.aspx?cid=2&newsid=226984.  Together these constitute the information required to be communicated to the media in unedited full text through a Regulatory Information Service.  This information is not a substitute for reading the full 2011 Annual Report and Accounts.

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The following responsibility statement is extracted from the Statement of Directors' Responsibilities on page 62 of the 2011 Annual Report and Accounts and is repeated here solely for the purpose of complying with DTR 6.3.5.  The statement relates to the full 2011 Annual Report and Accounts and not the extracted information presented in this announcement or the Final Results announcement:

The Directors are responsible for preparing the Annual Report, the Report on Directors' remuneration and the accounts in accordance with applicable law and regulations.

Company law requires the Directors to prepare accounts for each financial year. Under that law the Directors have prepared the Group and Company accounts in accordance with International Financial Reporting Standards (IFRSs) as adopted by the European Union. Under company law the Directors must not approve the accounts unless they are satisfied that they give a true and fair view of the state of affairs of the Group and the Company and of the profit or loss of the Group for that period. In preparing these accounts, the Directors are required to:

-   select suitable accounting policies and then apply them consistently

-   make judgements and accounting estimates that are reasonable and prudent

-   state whether applicable IFRSs as adopted by the European Union have been followed, subject to any material departures disclosed and explained in the accounts

-   prepare the accounts on the going concern basis unless it is inappropriate to presume that the Group and the Company will continue in business

The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and the Group and enable them to ensure that the accounts and the Report on Directors' remuneration comply with the Companies Act 2006 and, as regards the Group accounts, Article 4 of the IAS Regulation. They are also responsible for safeguarding the assets of the Company and the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

The Directors are responsible for the maintenance and integrity of the Company's website. Legislation in the United Kingdom governing the preparation and dissemination of accounts may differ from legislation in other jurisdictions.

Each of the Directors, whose names and functions are listed on pages 42 and 43 confirm that, to the best of their knowledge:

-   the Group accounts, which have been prepared in accordance with IFRSs as adopted by the EU, give a true and fair view of the assets, liabilities, financial position and profit of the Group; and

-   the Directors' report includes a fair review of the development and performance of the business and the position of the Group, together with a description of the principal risks and uncertainties that it faces

In the case of each Director in office at the date the Directors' report is approved and in accordance with Section 418 of the Companies Act 2006:

(a) so far as the Director is aware, there is no relevant audit information of which the Company's auditors are unaware; and

(b) he has taken all the steps that he ought to have taken as a Director in order to make himself aware of any relevant audit information and to establish that the Company's auditors are aware of that information.

The Annual Report on pages 1 to 62 was approved by the Board of Directors and authorised for issue on 14 November 2011 and signed on behalf of the Board by:

Carolyn McCall OBE               Chief Executive Officer

Chris Kennedy                        Chief Financial Officer

PRINCIPAL RISKS AND UNCERTAINTIES

The risks and uncertainties described below are considered to have the most significant effect on easyJet's business, financial results and prospects. This list is not intended to be exhaustive.

easyJet carries out a detailed risk management process, to ensure that risks are identified and mitigated where possible, although many remain outside our full control, for example adverse weather, pandemics, acts of terrorism, changes in government regulation and macroeconomic issues. A more detailed overview of the risk management process and internal control can be found in our Corporate Governance section on pages 49 and 50. of the 2011 Annual Report and Accounts.

The trend line highlighted represents the prevailing inherent risk trend being faced by easyJet. Inherent risk is assessed prior to the determination of all current mitigation.

Strategic impact		Risk description and potential impact	Prevailing inherent risk trend	Current mitigation
NO COMPROMISE ON SAFETY		Major safety incident / accident Failure to prevent a major safety incident or deal with it effectively. This could adversely affect our reputation, operational and financial performance.	→	Our number one priority is the safety of our customers and people. We operate a strong safety management system through: -       Fatigue Risk Management System -       Incident reporting -       Safety Review Board -       Safety Action Group Management and control system for our operations. Weekly operations meetings and reporting. Regular review by the Board of Directors. We have response systems in place and provide training for crisis management; combined with full crisis management exercises performed at least three times a year. Insurance is held which is believed to be in line with other airlines.
		Security and terrorist threat or attack Failure to prevent a major security related threat or attack from either internal or external sources or deal with it effectively. This could adversely affect our reputation, operation and financial performance.	↑	Our number one priority is the safety, including security, of our customers and people. We operate a strong safety management system as set out above. We constantly ensure that regulations required by relevant governments are enforced. Crew are trained within the current guidelines. We have response systems in place and provide training for crisis management; combined with full crisis management exercises performed at least three times a year. Insurance is held which is believed to be in line with other airlines.

Strategic impact		Risk description and potential impact	Prevailing inherent risk trend	Current mitigation
OPERATIONAL EXCELLENCE		Financial impact of mass disruption in peak seasonal months A number of factors can lead to widespread disruption to our network, including epidemics / pandemics, forces of nature (extreme weather, volcanic ash, etc), acts of terrorism, union activity and strike action. Any widespread disruption could adversely effect our reputation, operation and financial performance. If the widespread disruption occurred during our peak summer months then easyJet's financial results would be significantly impacted. As load factors are also higher during this period, it would potentially take longer to recover from any significant disruption.	→	Processes in place to adapt to widespread disruption. A full crisis management exercise is performed at least three times a year and a business continuity programme is in place. Significant analysis and senior management focus has resulted in additional crewing solutions being put into place to further recognise the external factors and volatility that impact the airline industry. easyJet has a strong financial balance sheet allowing the Company to be in a strong position to withstand potential events that result in periods of reduced revenues.
		Single fleet risk easyJet is dependent on Airbus as its sole supplier for aircraft, with two aircraft types (A319 and A320). All Boeing 737's are planned to be exited by the end of 2012 There are significant cost and efficiency advantages in a single fleet, however there are two main associated risks: -       Technical or mechanical issues that could ground the full fleet or part of the fleet which could cause negative perception by the flying public -       Valuation risks which crystallise on the ownership exit of the aircraft. The main exposure is with the A319 fleet, where we are reliant on the future demand for second-hand aircraft	→	The efficiencies achieved by operating a single fleet type are believed to outweigh the risks associated with the Company's single fleet strategy. A rigorous established maintenance programme is followed. Constant reviews of the second-hand market and managing exit strategies for the aircraft. easyJet has a number of different options when looking at exit strategies.
		IT system failure easyJet is dependent on a number of key IT systems and processes operated at London Luton airport and other key facilities. A loss of systems and access to facilities could lead to significant disruption and have an operational, reputational and financial impact.	→	A business continuity programme, including disaster recovery, is in place and will be further developed over the coming year. This covers alternative sites being available should there be a need to relocate at short notice due to loss of facilities.
		Dependence on third-party service providers easyJet has entered into agreements with third-party service providers for services covering a significant proportion of its operation and cost base. Failure to adequately manage third-party performance would affect our reputation, operation and financial performance. Loss of these contracts, inability to renew or negotiate favourable replacement contracts could have a material adverse effect on future operating costs.	↑	Processes are in place to manage third-party service provider performance. Centralised procurement department that negotiates key contracts. Most developed markets have suitable alternative service providers.
		Industrial action Large parts of the easyJet workforce are unionised. Similar issues exist at our key third-party service providers. If any action was taken this could impact on easyJet's ability to maintain its flight schedule. This could adversely effect our reputation, operation and financial performance.	→	Employee and union engagement takes place on a regular basis. Significant analysis and senior management focus has resulted in additional crewing solutions being put into place that recognises the external factors and volatility that impact the airline industry.

Strategic impact		Risk description and potential impact	Prevailing inherent risk trend	Current mitigation
External risks		Competition and industry consolidation easyJet operates in competitive marketplaces against both flag carriers and other low-cost airlines. Industry consolidation will affect the competitive environment in a number of markets. This could cause a loss of market share and erosion of revenue.	→	Regular monitoring of competitor activity and potential impact of any consolidation activity. Rapid response in anticipation of, and to, changes.
		Regulator intervention The airline industry is currently heavily regulated, with expected increased regulator intervention; this includes environmental, security and airport regulation in which charges are levied by regulatory decision rather than by commercial negotiation. easyJet is exposed to various regulators across our network, which will increase as the Company grows geographically. This could have an adverse impact to our reputation, cost base and market share. An inadequate knowledge or misinterpretation of local regulations could result in fines or enforcement orders.	↑	easyJet has a key role in influencing the future state of regulations. A Regulatory Affairs Group coordinates the work and effort in this area.
REPUTATIONAL RISKS		Major shareholder / investor relationship issues easyJet has a major shareholder (easyGroup Holdings Limited) controlling over 25% of ordinary shares. Shareholder activism could adversely impact the reputation of the Company and cause a distraction to management. easyJet does not own its company name or branding which is licensed from easyGroup IP Licensing. As for all brand licensees, the easyJet brand could be impacted through actions of the easyGroup or other easyGroup licensees.	↑	Dedicated Investor Relations team, utilising a shareholder engagement programme. Significant Board and Senior management time dedicated to engage with major shareholders.
		Ineffective or non delivery of the business strategy A number of key projects have been set up to deliver key elements of the strategy. If these projects do not deliver the benefits and cost savings planned we could fall short of our planned financial results.	→	Programme management office (PMO) and experienced project teams have been set up to oversee delivery and track the budget and benefits realisation of all projects. Steering Group set up with full key senior management involvement to ensure monitoring, challenge and key decisions are being made at the appropriate level.
		Information security easyJet faces external and internal information security risks. The Company receives most of its revenue through credit cards and operates as an e-commerce business. A security breach could result in a material adverse impact for the business and reputational damage.	↑	Systems are secured and monitored against unauthorised access; this will receive continued focus. Scanning software for fraudulent customer activity is monitored and controlled by the Revenue Protection team.
		Bribery Act 2010 The Bribery Act 2010 came into force in April 2011. To date there are no precedents set in respect of how this will be enforced. As with all companies, if we were found to be in breach of the Act this could adversely affect us financially and reputationally.	↑	easyJet has a strong ethical tone from the top. Risks assessments have been completed and appropriate actions taken where necessary. General awareness training has been provided, with additional targeted training given to higher risk groups.

Strategic impact	Risk description and potential impact	Prevailing inherent risk trend	Current mitigation
END TO END CUSTOMER PROPOSITION	Missing optimisation opportunities for aircraft fleet and network portfolio easyJet has a leading presence on the top 100 routes in Europe and positions at primary airports that are attractive to time sensitive consumers. easyJet manages the performance of its network by careful allocation of aircraft to routes and optimisation of its flying schedule. If we fail to continue to optimise our network and fleet plan this will have a major impact on easyJet's ability to grow and gain the required yield. In addition, poor planning of the correct number of aircraft to fly the schedule would have a critical impact on the Company's costs and reputation.	↓	A Network Portfolio Management Strategy is in place which looks to take a balanced approach to the route portfolio that we fly to ensure that we optimise each aircraft to get the best return for each time of day, each day of the week. Route performance is monitored on a regular basis and operating decisions are made to improve performances where required.
	Exposure to fuel price fluctuations and other macroeconomic shifts Sudden and significant increases in jet fuel price and movements in foreign exchange rates would significantly impact fuel and other costs. Increases in fuel costs have a direct impact on the financial performance of the Company. If not mitigated, this could have a material adverse effect on financial performance. easyJet's business can also be affected by macroeconomic issues outside of its control such as weakening consumer confidence, inflationary pressure or instability of the euro. This could give rise to adverse pressure on revenue, load factors and residual values of aircraft.	↑	Board approved hedging (jet fuel and currency) in place that is consistently applied. Policy is to hedge within a percentage band for rolling 24 month periods. To provide protection, the Group uses a limited range of hedging instruments traded in the over the counter (OTC) markets, principally forward purchases, with a number of approved counterparties. A strong balance sheet supports business through fluctuations in the economic conditions for the sector. Regular monitoring of markets and route performance by our network and fleet management teams.
FINANCIAL DISCIPLINE	Financing and interest rate risk All of the Group's debt is asset related, reflecting the capital intensive nature of the airline industry. Market conditions could change the cost of finance which may have an adverse effect on the financial performance.	→	Group interest rate management policy aims to provide certainty in a proportion of its financing. Operating lease rentals are a mix of fixed and floating rates (currently 68% to 32%). All on balance sheet debt floating rate, repriced up to six months. None of the agreements contain financial covenants. A portion of US dollar mortgage debt is matched with US dollar money market deposits.
	Liquidity risk The Group continues to hold significant cash or liquid funds as a form of insurance. Lack of sufficient liquid funds could result in business disruption and have a material adverse effect on financial performance.	→	Board policy is to maintain an absolute minimum level of free cash and money market deposits. Allows business to ride out downturns in business or temporary curtailment of activities (e.g. fleet grounding, security incident, extended industrial dispute at key supplier).
	Credit risk Surplus funds are invested in high quality short-term liquid instruments, usually money market funds or bank deposits. Possibility of material loss arising in the event of non-performance of counterparties.	↑	Cash is placed on deposit with institutions based upon credit rating with a maximum exposure of £100 million for AAA ratings.

End

25 January 2012

For further details, please contact

Paul Moore, Corporate Communications                    01582 525973

Rachel Kentleton, Investor Relations                           01582 525258

 

END

 

 

NOALLFVELSIEFIF