Rejection of Possible Offer for easyJet and Extension of PUSU

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION.

THIS IS AN ANNOUNCEMENT UNDER RULE 2.4 OF THE UK CITY CODE ON TAKEOVERS AND MERGERS (THE "CODE") AND DOES NOT CONSTITUTE AN ANNOUNCEMENT OF A FIRM INTENTION TO MAKE AN OFFER UNDER RULE 2.7 OF THE CODE. THERE CAN BE NO CERTAINTY THAT AN OFFER WILL BE MADE, NOR AS TO THE TERMS ON WHICH ANY OFFER MIGHT BE MADE.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.

25 June 2026

easyJet plc

Rejection of Possible Offer for easyJet and Extension of PUSU

The Board of easyJet plc (“easyJet” or the “Company”) notes that on 23 June 2026, it received a further indicative and conditional proposal from Castlelake, L.P. (“Castlelake”) to acquire the entire issued and to be issued ordinary share capital of easyJet not already held by Castlelake for £6.50 per share in cash, including a partial alternative for easyJet shareholders to elect for unlisted, non-transferrable, non-voting shares in a vehicle within Castlelake’s proposed structure (the “Fourth Proposal”). Castlelake stated that it hopes to be able to further improve its value following access to limited commercial information. The bidding vehicle would be owned 49% by Castlelake and certain co-investors including Brookfield Asset Management Ltd. and 51% by EU nationals including Peter Bellew and Mark Breen.

Having carefully reviewed it with its advisers, the Board of easyJet continues to regard the Fourth Proposal as substantially undervaluing the Company and its prospects and continuing to give rise to significant questions of deliverability. Accordingly, the Board of easyJet has unanimously rejected the Fourth Proposal.

However, the Board believes that giving Castlelake access to limited commercial information, as Castlelake sought in the letter which contained the Fourth Proposal, might produce a more attractive proposal that better reflects the value of easyJet and its prospects and the interests of shareholders thereto.

The Board continues to be concerned about the ownership structure and deliverability of any offer from Castlelake, and the time it will take, with the consequent meaningful impact on the present value of the offer price, to satisfy necessary conditions. The Board has informed Castlelake that it would expect satisfactory assurances and commitments in these regards.

The Board has requested, and the Panel on Takeovers and Mergers has consented to, a 9-day extension of the PUSU deadline to facilitate limited diligence access and allow Castlelake to work on a further increased proposal and to address the Board’s deliverability concerns. Consequently, in accordance with Rule 2.6(c) of the Code, Castlelake is now required, by not later than 5.00 pm on Sunday, 5 July 2026, either announce a firm intention to make an offer for easyJet in accordance with Rule 2.7 of the Code or announce that it does not intend to make an offer for easyJet, in which case the announcement will be treated as a statement to which Rule 2.8 of the Code applies.

easyJet is in a position of strength, underpinned by an investment grade balance sheet with a net cash position, alongside strong customer satisfaction and high employee engagement. The Board remains highly confident in easyJet’s strategy and its ability to deliver attractive long-term value for shareholders. The Company remains focused on executing its medium-term target of delivering greater than £1 billion profit before tax.

There can be no certainty that any firm offer will be made, nor as to the terms on which any offer will be made, save for the announcement made by Castlelake on 22 June 2026.

Shareholders are advised to take no action at this time.

This announcement was made without Castlelake’s consent.

The Company's LEI number is 2138001S47XKWIB7TH90.

For further details please contact easyJet plc:

Institutional investors and analysts:
Adrian Talbot	Investor Relations	[phone]
Media:
Anna Knowles	Corporate Communications	[phone]
Harry Cameron	Teneo	[phone]

The person responsible for arranging the release of this announcement on behalf of easyJet is Rebecca Mills.

Evercore (Lead Financial Adviser)	[phone]
Simon Robey
Simon Warshaw
Daniel Zumbuehl
BNP Paribas (Financial Advisor & Corporate Broker)	[phone]
Andrew Forrester
Matt Randall
Panmure Liberum (Corporate Broker)	[phone]
Bidhi Bhoma
Nicholas How

Clifford Chance LLP is acting as legal adviser to easyJet.

Additional Information
Evercore Partners International LLP (“Evercore“), which is authorised and regulated by the Financial Conduct Authority (“FCA“) in the United Kingdom, is acting exclusively as financial adviser to easyJet and no one else in connection with the matters described in this announcement and will not be responsible to anyone other than easyJet for providing the protections afforded to clients of Evercore nor for providing advice in connection with the matters referred to herein. Neither Evercore nor any of its subsidiaries, branches or affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Evercore in connection with this announcement, any statement contained herein, any offer or otherwise. Apart from the responsibilities and liabilities, if any, which may be imposed on Evercore by the Financial Services and Markets Act 2000, or the regulatory regime established thereunder, or under the regulatory regime of any jurisdiction where exclusion of liability under the relevant regulatory regime would be illegal, void or unenforceable, neither Evercore nor any of its affiliates accepts any responsibility or liability whatsoever for the contents of this announcement, and no representation, express or implied, is made by it, or purported to be made on its behalf, in relation to the contents of this announcement, including its accuracy, completeness or verification of any other statement made or purported to be made by it, or on its behalf, in connection with easyJet or the matters described in this document. To the fullest extent permitted by applicable law, Evercore and its affiliates accordingly disclaim all and any responsibility or liability whether arising in tort, contract or otherwise (save as referred to above) which they might otherwise have in respect of this announcement, or any statement contained herein.
BNP Paribas is authorised and regulated by the European Central Bank and the Autorité de Contrôle Prudentiel et de Résolution. BNP Paribas is authorised by the Prudential Regulation Authority and is subject to regulation by the Financial Conduct Authority and limited regulation by the Prudential Regulation Authority. Details about the extent of our regulation by the Prudential Regulation Authority are available from us on request. BNP Paribas has its registered office at 16 Boulevard des Italiens, 75009 Paris, France and is registered with the Companies Registry of Paris under number 662 042 449 RCS and has ADEME identification number FR200182_03KLJ. BNP Paribas London Branch is registered in the UK under number FC13447 and UK establishment number BR000170, and its UK establishment office address is 10 Harewood Avenue, London NW1 6AA. BNP Paribas is acting as financial adviser exclusively for easyJet and no one else in connection with the matters described in this announcement and will not be responsible to anyone other than easyJet for providing the protections afforded to clients of BNP Paribas or for providing advice in relation to the matters described in this announcement or any transaction or arrangement referred to herein.
This announcement is not intended to, and does not, constitute or form part of any offer, invitation or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities, or the solicitation of any vote or approval in any jurisdiction, pursuant to this announcement or otherwise.
This announcement has been prepared in accordance with English law and information disclosed may not be the same as that which would have been disclosed in accordance with the laws of jurisdictions outside England. The release, publication or distribution of this announcement in whole or in part, directly or indirectly, in, into or from certain jurisdictions may be restricted by law. Therefore, any persons who are subject to the laws of any jurisdiction other than the United Kingdom or shareholders of easyJet who are not resident in the United Kingdom will need to inform themselves about, and observe, any applicable requirements. Any failure to comply with the restrictions may constitute a violation of the securities law of any such jurisdiction.
Rule 26.1 disclosure
In accordance with Rule 26.1 of the Code, a copy of this announcement will, subject to certain restrictions relating to persons resident in restricted jurisdictions, be available on easyJet’s website at corporate.easyJet.com/investors/possible-offer-from-castlelake/, by no later than 12 noon (London time) on the business day following the date of this announcement. For the avoidance of doubt, the content of the website referred to in this announcement is not incorporated into and does not form part of this announcement.

This announcement contains inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) 596/2014, as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018 ("UK MAR"). Upon publication via a Regulatory Information Service, this inside information is now considered to be in the public domain.