Directorate Change
easyJet PLC
26 November 2002
Embargoed until 07:00 26 November 2002
easyJet plc ('easyJet')
With effect from 12:00 noon today, Tuesday 26 November 2002, Stelios
Haji-Ioannou has resigned as the Chairman, and as a director, of easyJet. Sir
Colin Chandler, previously the Deputy Chairman, has been appointed as Chairman
of easyJet.
The full text of Stelios' letter of resignation is below:
To Sir Colin Chandler, Deputy Chairman
and the rest of the Board of easyJet PLC
Tuesday, 26 November 2002
Dear Sir Colin and my other fellow Board members,
Please accept this letter as my formal letter of resignation from the Board with
effect 12:00 noon today, the 26th of November 2002.
When we announced your appointment on the 17th of April 2002, we also announced
that we would review the Relationship Agreement between myself, easyGroup and
easyJet as well as the Brand Licence between easyGroup and easyJet. Upon further
examination, we have now agreed that it is best for all parties involved not to
change any of the agreements that have been put in place for the IPO and were
fully described in the IPO prospectus.
For the avoidance of any doubt these agreements provide for the following:
1. In accordance with the Relationship Agreement, easyGroup has the
right to appoint two directors to the Board of easyJet as long as (inter alia)
its shareholding exceeds 25%. Given that easyGroup currently holds some 85
million shares representing some 22% of the share capital of easyJet clearly
that right currently does not apply. We have all agreed that both Amir Eilon and
Nick Hartley will continue to serve on the Board until the terms for which they
were elected expire.
2. Going forward as a significant, albeit minority, shareholder it is my
present intention to suggest to the chairman of the nominations committee, one
representative of mine to serve on the Board of easyJet. My first such
representative is likely to be Amir Eilon whenever his turn comes to offer
himself for re-election. All such matters will be governed by standard
corporate law and corporate governance procedures with regards to nominations,
appointments and to shareholders' rights etc. Needless to say, in accordance
with responsible shareholder activism, you should expect me to take an active
interest in a company in which I have such a material interest. My normal route
for discussing the affairs of the company would be through the Board, either
through my representative or directly. For as long as my representative is on
the Board, I will continue to act as if an insider in all my share dealings.
3. In accordance with the Relationship Agreement, my right to be
Chairman remains as long as (inter alia) my shareholding exceeds 10%. I am
currently stepping down and have every confidence in your ability to take over
and enhance the role of Chairman; however my right to resume that position on
the Board remains as agreed before the IPO. I hope I will never need to
exercise such right.
4. Likewise I see no reason to seek to change the Brand Licence. As
you know this provides the framework for the co-existence of the different
companies that I have created and will create in the future that use the 'easy'
brand. One of the provisions is a non-compete clause, which means that I cannot
create another scheduled passenger airline for three years after my shareholding
falls below 5%, or the company ceases to use the 'easy' brand. Moreover, there
are certain brand standards that all the companies that use the 'easy' brand
have to abide by. I see my role as the ultimate custodian of the 'easy' brand,
and I will seek to enforce these standards amongst all companies. As disclosed
in the IPO prospectus, brand extension contains risks. However, I understand
that the Board of easyJet currently believes that the benefits outweigh the
risks. For my part, I intent to work diligently to create more sustainable and
valuable companies that use the 'easy' brand in order to help make it one of the
most famous and valuable in the world for the benefit of all the 'easy' brand
licensees.
5. Likewise I see no reason to seek to change the intentions of the
Side Letter in relation to the period following my ceasing to be Chairman.
Consequently, and in accordance with the provisions of the Brand Licence, the
Company will seek my prior approval before using my name (or persona), except in
relation to facts of history that are in the public domain. We have also agreed
that the appropriate on-going title for me in relation to easyJet is that of '
Founder'.
May I thank you and all the other members of the Board for the support you have
given me during my Chairmanship. We have come a very long way since the first
flight on the 10th of November 1995 and it has been a true pleasure and an
honour to work with all of you at the Board and the other 3,100 members of the
easyJet family. As you would expect, by virtue of the extent of my shareholding
and the Brand Licence I will continue to be deeply interested in this Company.
There will always be many challenges in the sector this Company helped to create
and I am fully confident that the Company will continue to flourish and go from
strength to strength. I trust that you as Chairman and Ray Webster as Chief
Executive and all the subsequent chairmen and chief executives will keep the
spirit and the unique culture of easyJet alive!
Yours
Stelios
END
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
Victoria Morris
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