Rejection of Possible Offer for easyJet

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.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.

22 June 2026

easyJet plc

Rejection of Possible Offer for easyJet

The Board of easyJet plc (“easyJet” or the “Company”) notes the recent announcement made by Castlelake, L.P. (“Castlelake”).

The Board of easyJet confirms that on 20 June 2026, it received an unsolicited, indicative and conditional proposal from Castlelake to acquire the entire issued and to be issued ordinary share capital of easyJet not already held by Castlelake for £6.25 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 “Third Proposal”). The bidding vehicle would be owned 49% by Castlelake and 51% by EU nationals and potentially other investors which have not been disclosed.

The Third Proposal follows two previous proposals from Castlelake with the same structure at £5.60 and £6.00 per share, respectively, both of which the Board unanimously rejected as not being in the best interests of shareholders.

The Board of easyJet carefully considered the Third Proposal with its advisers and concluded that it is highly opportunistic, delivered against the backdrop of easyJet’s temporarily depressed share price, and still fundamentally undervalues easyJet and its prospects. The premium, multiple and future share price analyses presented by Castlelake are based primarily on Middle East conflict-affected share prices, short term earnings and analyst reports. They fail to reflect easyJet’s medium-term prospects, its strong balance sheet and capital structure and still less provide an adequate control premium thereto. The Board also notes that the envisaged ownership structure is opaque and does not present any basis for assessing the deliverability of the Third Proposal. The Board has considerable reservations about the elevated leverage and overall conditionality of the Third Proposal.

Accordingly, the Board unanimously rejected the Third Proposal as not being in the best interests of shareholders on 21 June 2026.

The Board remains highly confident in easyJet’s strategy and its ability to deliver attractive long-term value for shareholders. 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.

In the two full financial years to September 2025, it has delivered a 46% increase in pre-tax profit, driven by growth in easyJet Holidays and improved operational performance. While the current year, across the sector, has been impacted by temporary disruption related to the Middle East conflict, the Company remains focused on executing its medium-term target of delivering greater than £1 billion profit before tax.

• The airline is now entering an economically compelling fleet renewal period with upgauging and fuel efficiencies driving substantial value. 17 new A320neo and A321neo aircraft are being delivered in the financial year to September 2026, and a further 73 A320neo and A321neo aircraft are scheduled to be delivered in the financial years to September 2027 and 2028 whilst 79 old A319 aircraft are retired on an accelerated basis.
• easyJet Holidays has delivered early on its previous target of £250 million profit before tax, set out attractive plans to reach £450 million profit before tax by 2030 with no capital intensity and continues to gain significant market share.
• There are multiple opportunities to capture route maturity gains as the network rebalancing of the last 2 years across destinations and seasons (including slot acquisitions in Milan Linate and Rome Fiumicino) beds down.
• Technology change is driving multiple opportunities to accelerate cost efficiencies and optimise further schedule and network logistics.
• easyJet’s unique brand strength and positioning gives attractive further premiumisation choices through greater business traffic, loyalty programme, bag connectivity and other partnerships.

easyJet has a uniquely strong pan-European customer brand, carrying over 100 million customers across 37 countries, to 165 airports and on over 1,200 routes every year and a strong ability to capitalise on this position through both airline and holidays opportunities.

Accordingly, the Board believes that the Third Proposal represents an opportunistic attempt to acquire easyJet “on the cheap” and that it is therefore not in the best interests of easyJet shareholders.

There can be no certainty that any firm offer will be made.

Shareholders are advised to take no action at this time.

This announcement was made without Castlelake’s consent.

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.