DISCLAIMER – IMPORTANT

 

Recommended acquisition of the entire issued and to be issued share capital of easyJet plc (“easyJet”) by Eagle Bidco Ltd (“Bidco”), a company indirectly owned by certain investment funds managed by affiliates of Apollo Capital Management, L.P. (together with Apollo Global Management, Inc. and its subsidiaries, “Apollo”) (the “Acquisition”).

 

You are attempting to enter the area of the website that is designated for the publication of electronic versions of materials relating to the Acquisition (the “Microsite”). Access to this Microsite may be restricted under securities laws in certain jurisdictions and this Microsite is not directed at, and is not intended to be accessible by, persons resident in any such jurisdiction. You are therefore required to confirm certain matters (including that you are not resident in such a jurisdiction) before you obtain access.

 

THIS MICROSITE CONTAINS ANNOUNCEMENTS, DOCUMENTS AND INFORMATION (TOGETHER THE “INFORMATION”) PUBLISHED BY EASYJET AND/OR BIDCO RELATING TO THE ACQUISITION. THE INFORMATION AND THE MICROSITE IS BEING MADE AVAILABLE IN GOOD FAITH AND FOR INFORMATION PURPOSES ONLY, AND ITS AVAILABILITY IS SUBJECT TO THE TERMS AND CONDITIONS SET OUT BELOW.

 

If you would like access to the Information contained on the Microsite please read this notice carefully – it applies to all persons who view this Microsite and the Information and, depending on where you live, it may affect your rights or responsibilities. Bidco reserves the right to amend or update this notice at any time and you should, therefore, read it in full each time you visit the Microsite. In addition, the contents of the Microsite may be amended at any time in whole or in part at the sole discretion of Bidco.

 

Basis of access

 

Unless otherwise defined in this notice, terms defined in the announcement of the Acquisition dated 6 August 2026 shall have the same meaning when used in this notice.

 

The Information sets out the agreed terms and conditions of the Acquisition. The Acquisition will be made solely by means of a scheme document or (if applicable) an offer document, which will contain the full terms and conditions of the Acquisition. In making any decision in relation to the Acquisition, easyJet Shareholders should rely only on the information contained and procedures described in such document.

 

The Information does not constitute, and is not intended to constitute, or form part of, any offer, invitation or solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any securities pursuant to the Acquisition or otherwise, or the solicitation of any vote or approval in any jurisdiction, pursuant to the Acquisition or otherwise, nor will there be any purchase, sale, issuance or transfer of securities or such solicitation in any jurisdiction in contravention of applicable law. The Information speaks only at the date of the relevant document or announcement and neither easyJet nor Bidco nor its or their affiliated persons, funds or companies (including any subsidiaries), nor any of its or their respective directors, officers or advisers or other responsible persons has, nor accepts, any responsibility or duty to update any Information (other than to the extent such duty arises as a matter of law or regulation) and Bidco reserves the right to add to, remove or amend any Information reproduced on the Microsite at any time.

 

If you are in doubt about the contents of this Microsite or the action you should take, you are recommended to seek your own independent financial advice immediately from your stockbroker, bank manager, solicitor or independent financial adviser duly authorised under the Financial Services and Markets Act 2000 of the United Kingdom (if you are in the United Kingdom) or from another appropriately authorised independent financial adviser if you are taking advice in a territory outside the United Kingdom.

 

The Information contained in this Microsite is subject to, and must be read in conjunction with, all other publicly available information and, where relevant, any further disclosure document(s) published by easyJet and/or Bidco.

 

This notice shall be governed by and construed in accordance with the laws of England and Wales.

 

Responsibility

 

In relation to any Information contained in this Microsite, the only responsibility accepted by Bidco and the directors or officers of Bidco and other responsible persons is for the correctness and fairness of its reproduction or presentation unless a responsibility statement in any relevant document expressly provides otherwise.

 

Neither easyJet nor Bidco, nor its or their affiliated persons, funds or companies (including any subsidiaries), nor any of its or their respective directors, officers or advisers or other responsible persons have reviewed, and no such person is or shall be responsible for or accepts any liability in respect of, any Information contained on any other website which may be linked to this Microsite by a third party.

 

Overseas Persons

 

The release, publication or distribution of the Information in, into or from certain jurisdictions other than the United Kingdom may be restricted by law. Persons who are not resident in the United Kingdom or who are subject to other jurisdictions should inform themselves of, and observe, any applicable requirements. In certain jurisdictions, including Restricted Jurisdictions, only certain categories of person may be allowed to view such materials. Any person resident or located outside the United Kingdom who wishes to view the Information must first satisfy themselves that they are not subject to any local requirements that prohibit or restrict them from doing so.

 

Unless otherwise determined by Bidco or Apollo or required by the Code, and permitted by applicable law and regulation, the Acquisition will not be made available, directly or indirectly, in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction, and no person may vote in favour of the Acquisition by any such use, means, instrumentality or from within a Restricted Jurisdiction or any other jurisdiction if to do so would constitute a violation of the laws of that jurisdiction. Accordingly, copies of the Information are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction, and persons receiving the Information (including custodians, nominees and trustees) must not mail or otherwise distribute or send it in, into or from such jurisdictions where to do so would violate the laws in that jurisdiction.

 

The availability of the Cash Offer and the Alternative Offer to easyJet Shareholders who are not resident in the United Kingdom may be affected by the laws and regulations of the relevant jurisdictions in which they are resident. In particular, the ability of persons who are not resident in the United Kingdom to vote their easyJet Shares at the Court Meeting or the General Meeting or to appoint another person as proxy to vote at the Court Meeting or the General Meeting on their behalf, may be affected by the laws of the relevant jurisdictions in which they are resident. Persons who are not resident in the United Kingdom should inform themselves of, and observe, any applicable legal and regulatory requirements.

 

The Rollover Shares and Loan Notes are not being offered, sold, resold, taken up, transferred or delivered, directly or indirectly, in, into or from any Restricted Jurisdiction or to, or for the account or benefit of, any Overseas Shareholders who are resident in, or are nationals or citizens of, any Restricted Jurisdiction (or who are nominees, custodians, trustees or guardians for, citizens, residents or nationals of such Restricted Jurisdictions), except pursuant to an applicable exemption from, or in a transaction not subject to, applicable securities laws of those jurisdictions and/or where all regulatory approvals (where applicable) have been validly obtained. Any individual acceptances of the Alternative Offer will only be valid if all regulatory approvals by an easyJet Shareholder to acquire the relevant Rollover Shares have been obtained.

 

If you are not resident or located in a Restricted Jurisdiction, you may access the Information but you are responsible for first satisfying yourself as to the full observance of the laws and regulatory requirements of your jurisdiction.

 

If you are not permitted to view the Information or are in any doubt as to whether you are permitted to do so, please exit this Microsite and seek independent advice. Neither easyJet nor Bidco, nor its or their affiliated companies (including any subsidiaries), nor any of their respective directors or advisers or other responsible persons assume any responsibility for any violation by any person of any of these restrictions.

 

This Microsite contains Information that has been prepared for the purposes of complying with the laws of England and Wales and the Code, and the Information disclosed may not be the same as that which would have been disclosed if this Information had been prepared in accordance with the laws and regulations of any jurisdiction outside of England and Wales.

 

Additional information for U.S. investors

 

The Acquisition relates to the shares of a company incorporated in England and Wales and is proposed to be implemented by means of a scheme of arrangement under the laws of England and Wales. A transaction implemented by means of a scheme of arrangement is not subject to the tender offer rules or the proxy solicitation rules under the U.S. Exchange Act and other requirements of U.S. law.

 

Accordingly, the Acquisition is subject to the disclosure and procedural requirements and practices applicable in the United Kingdom to schemes of arrangement, which differ from the disclosure requirements of the United States’ tender offer and proxy solicitation rules.

 

Financial information relating to easyJet included in the Information has been or shall have been prepared in accordance with accounting standards applicable in the United Kingdom and may not be comparable to financial information of U.S. companies or companies whose financial statements are prepared in accordance with U.S. GAAP. The U.S. GAAP differs in certain significant respects from accounting standards applicable in the United Kingdom. None of the financial information in the Information has been audited in accordance with auditing standards generally accepted in the U.S. or the auditing standards of the Public Company Accounting Oversight Board (United States).The Acquisition may, in the circumstances provided for in the Information, instead be carried out by way of an Offer under the laws of England and Wales. If Bidco exercises its right to elect (subject to the consent of the Panel, where necessary, and the terms of the Co-operation Agreement) to implement the Acquisition by way of an Offer, which is to be made into the U.S., such Offer will be made in compliance with all applicable United States laws and regulations, including Section 14(e) and Regulation 14E under the U.S. Exchange Act. Such an Offer would be made in the US by Bidco and no one else.

 

The receipt of consideration pursuant to the Acquisition by a U.S. Holder or easyJet ADS Holder as consideration for the transfer of its easyJet shares pursuant to the Acquisition will likely be a taxable transaction for U.S. federal income tax purposes and under applicable United States state, federal and local, as well as overseas and other, tax laws. Each easyJet Shareholder and easyJet ADS Holder is urged to consult their independent professional adviser immediately regarding the tax consequences of the Acquisition applicable to them, including under applicable United States state, federal and local, as well as overseas and other, tax laws.

 

Bidco is organised under the laws of Jersey and easyJet is organised under the laws of England and Wales. Some or all of the officers and directors of Bidco and easyJet, respectively, are residents of countries other than the United States. In addition, most of the assets of easyJet are located outside the United States. As a result, it may be difficult for U.S. Holders or easyJet ADS Holder to effect service of process within the United States upon Bidco or easyJet or their respective officers or directors or to enforce against them a judgment of a U.S. court predicated upon the federal or state securities laws of the United States. Further, it may be difficult to compel a non-U.S. company and its affiliates to subject themselves to a U.S. court’s judgment.

 

The Rollover Shares and Loan Notes have not been, and will not be, registered under the U.S. Securities Act, or applicable state securities laws. The Rollover Shares and Loan Notes will not be issued to easyJet Shareholders unless Bidco or Apollo determines that they may be issued pursuant to an exemption from, or in a transaction that is not subject to, the registration requirements of the U.S. Securities Act as provided by Section 3(a)(10) of the U.S. Securities Act or another available exemption.

 

The Rollover Shares and Loan Notes are expected to be issued in reliance on the exemption from the registration requirements of the U.S. Securities Act set forth in Section 3(a)(10) thereof on the basis of the approval of the Court, and similar exemptions from registration under applicable state securities laws. Section 3(a)(10) of the U.S. Securities Act exempts the issuance of any securities issued in exchange for one or more bona fide outstanding securities from the general requirement of registration under the U.S. Securities Act, where the terms and conditions of the issuance and exchange of such securities have been approved by a court of competent jurisdiction that is expressly authorised by law to grant such approval, after a hearing upon the substantive and procedural fairness of the terms and conditions of such issuance and exchange at which all persons to whom it is proposed to issue the securities have the right to appear and receive timely and adequate notice thereof. The Court is authorised to conduct a hearing at which the substantive and procedural fairness of the terms and conditions of the Scheme will be considered. For the purposes of qualifying for the exemption provided by Section 3(a)(10) of the U.S. Securities Act, easyJet will advise the Court before the hearing that the Court’s approval of the Scheme will constitute the basis for an exemption from the registration requirements of the U.S. Securities Act, pursuant to Section 3(a)(10).

 

If, in the future, Bidco exercises its right to implement the Acquisition by way of an Offer or otherwise in a manner that is not exempt from the registration requirements of the U.S. Securities Act, Bidco or Apollo will file a registration statement with the SEC that will contain a prospectus with respect to the issuance of the Rollover Shares and the Loan Notes under the U.S. Securities Act. In this event, easyJet Shareholders are urged to read these documents and any other relevant documents (as well as any amendments or supplements to those documents) because they would contain important information, and such documents would be available free of charge at the SEC’s website at www.sec.gov or by directing a response to Bidco’s or Apollo’s contact for enquiries identified above. In addition, if Bidco exercises its right to implement the Acquisition by way of an Offer, which is to be made into the United States, such Offer will be made in compliance with the applicable laws of the United States and regulations, including Section 14(e) and Regulation 14E of the U.S. Exchange Act.

 

In the event that the Acquisition is implemented by way of an Offer, in accordance with, and to the extent permitted by, the Code and normal UK market practice, Barclays and its affiliates, may continue to act as exempt principal traders or exempt market makers in easyJet Shares on the London Stock Exchange and will engage in certain other purchasing activities consistent with their respective normal and usual practice and applicable law, as permitted by Rule 14e-5(b)(9) under the U.S. Exchange Act. In addition, pursuant to Rule 14e-5(b) of the U.S. Exchange Act, Bidco or Apollo and certain of its or their affiliated companies or nominees, or its or their brokers (acting as agents), may make certain purchases of, or arrangements to purchase, easyJet Shares outside of the United States, other than pursuant to the Acquisition, until the date on which the Acquisition becomes Effective, lapses or is otherwise withdrawn. If such purchases or arrangements to purchase were to be made, they would be made outside the U.S. and would comply with applicable law, including the laws of the United Kingdom and the U.S. Exchange Act. Any such purchases by Bidco or its affiliates will not be made at prices higher than the price of the Acquisition provided in the Information unless the price of the Acquisition is increased accordingly. Any information about such purchases or arrangements to purchase will be disclosed as required under United Kingdom laws and will be available to all investors (including U.S. investors) via a Regulatory Information Service and will be available on the London Stock Exchange website at www.londonstockexchange.com. To the extent that such information is required to be publicly disclosed in the United Kingdom in accordance with applicable regulatory requirements, this information will, as applicable, also be publicly disclosed in the United States.

 

THE SCHEME, THE LOAN NOTES AND THE ROLLOVER SHARES TO BE ISSUED IN CONNECTION THEREWITH HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SEC OR ANY OTHER SECURITIES REGULATORY AUTHORITY OF ANY STATE OF THE UNITED STATES, NOR HAS THE SEC OR ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OF THE UNITED STATES PASSED UPON THE FAIRNESS OR THE MERITS OF THE  TRANSACTION OR UPON THE ACCURACY OR ADEQUACY OF THE INFORMATION CONTAINED IN THIS MICROSITE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE.

 

Forward‑looking statements

 

The Information may contain statements which are, or may be deemed to be, “forward-looking statements”. Such forward-looking statements are prospective in nature and are not based on historical facts, but rather on current expectations and on numerous assumptions regarding the business strategies and the environment in which Bidco and easyJet shall operate in the future and are subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied by those statements.

 

The forward-looking statements contained in the Information relate to Bidco and easyJet’s respective future prospects, developments and business strategies, the expected timing and scope of the Acquisition and other statements other than historical facts. In some cases, these forward-looking statements can be identified by the use of forward-looking terminology, including the terms “prepares”, “plans”, “expects” or “does not expect”, “is expected”, “is subject to”, “budget”, ''projects”, “synergy”, “strategy”, “scheduled”, “goal”, “estimates”, ''forecasts”, “cost-saving”, “intends”, “anticipates” or “does not anticipate”, or “believes”, or variations of such words and phrases or statements that certain actions, events or results “may”, “could”, “should”, “would”, “might” or “will” be taken, occur or be achieved. Forward-looking statements may include statements relating to the following: (i) future capital expenditures, expenses, revenues, earnings, synergies, economic performance, indebtedness, financial condition, dividend policy, losses and future prospects; (ii) business and management strategies and the expansion and growth of Bidco’s, easyJet’s, any other member of the Wider Bidco Group’s or any other member of the Wider easyJet Group’s operations and potential synergies resulting from the Acquisition; and (iii) the effects of global economic conditions and governmental regulation on Bidco’s, easyJet’s, any other member of the Wider Bidco Group’s or any other member of the Wider easyJet Group’s business.

 

Although Bidco and easyJet believe that the expectations reflected in such forward-looking statements are reasonable, neither Bidco nor Apollo nor easyJet (nor any of their respective associates, directors, officers or advisers) can give any assurance that such expectations will prove to be correct. By their nature, forward-looking statements involve risk and uncertainties because they relate to events and depend on circumstances that will occur in the future. There are a number of factors that could cause actual results and developments to differ materially from those expressed or implied by such forward-looking statements.

 

These factors include, but are not limited to: (i) the ability to complete the Acquisition; (ii) the ability to obtain requisite regulatory and shareholder approvals and the satisfaction of other Conditions on the proposed terms and schedule; (iii) changes in the global, political, economic, business and competitive environments and in market and regulatory forces; (iv) changes in future exchange and interest rates; (v) changes in tax rates; (vi) future business combinations or disposals; (vii) changes in general economic and business conditions; (viii) changes in the behaviour of other market participants; (ix) changes in the anticipated benefits from the proposed transaction not being realised as a result of changes in general economic and market conditions in the countries in which the Wider Bidco Group and Wider easyJet Group operate; (x) weak, volatile or illiquid capital and/or credit markets; (xi) changes in tax rates, interest rate and currency value fluctuations; (xii) changes in the degree of competition in the geographic and business areas in which the Wider Bidco Group and Wider easyJet Group operate; (xiii) changes in laws or in supervisory expectations or requirements; and (xiv) any epidemic or pandemic or disease outbreak or global health crisis. Other unknown or unpredictable factors could cause actual results to differ materially from those expected, estimated or projected in the forward-looking statements. If any one or more of these risks or uncertainties materialises or if any one or more of the assumptions proves incorrect, actual results may differ materially from those expected, estimated or projected. Such forward-looking statements should therefore be construed in light of such factors.

 

Neither easyJet nor Bidco nor Apollo, nor any of their respective associates or directors, officers or advisers, provides any representation, assurance or guarantee that the occurrence of the events expressed or implied in any forward-looking statements in the Information will actually occur. Given these risks and uncertainties, potential investors should not place any reliance on forward-looking statements.

 

Specifically, statements of estimated cost savings and synergies relate to future actions and circumstances which, by their nature involve risks, uncertainties and contingencies. As a result, the cost savings and synergies referred to may not be achieved, may be achieved later or sooner than estimated, or those achieved could be materially different from those estimated. Due to the scale of the easyJet Group, there may be additional changes to the easyJet Group’s operations. As a result, and given the fact that the changes relate to the future, the resulting cost synergies may be materially greater or less than those estimated.

 

The forward-looking statements speak only at the date of the relevant announcement, document or information. All subsequent oral or written forward-looking statements attributable to Bidco, easyJet, any other member of the Wider Bidco Group or the Wider easyJet Group, or any of their respective associates, directors, officers, employees or advisers, are expressly qualified in their entirety by the cautionary statement above.

 

easyJet, Bidco and Apollo (and their respective partners, associates, directors, officers or advisers) expressly disclaim any intention or obligation to update or revise any forward-looking statements, other than as required by law or by the rules of any competent regulatory authority, whether as a result of new information, future events or otherwise.

 

Unless expressly stated otherwise, no statement contained in the Information nor on this Microsite is intended as, or is intended to be construed as, a profit forecast or quantified financial benefits statement for any period and no statement should be interpreted to mean that earnings or earnings per share for easyJet for the current or future financial years would necessarily match or exceed the historical published earnings or earnings per share for easyJet.

 

Acceptance of disclaimer

 

If you are not resident or located in a Restricted Jurisdiction and are able to give the confirmations set out below, please click on “CONFIRM”.

 

Confirmation of understanding and acceptance

 

In order to view the materials on this Microsite, by clicking on the “CONFIRM” box below, you are making the following confirmations:

 

I have read and understood the notice set out above and agree to be bound by its terms;

 

1. I am a resident of or located in the United Kingdom or another jurisdiction where the access to the Information by me does not constitute a violation of the relevant laws of such jurisdiction;
2. I am not resident of or located in a Restricted Jurisdiction and I am not acting on behalf of someone who is resident or located in a Restricted Jurisdiction; and
3. I will not copy, forward, transfer or distribute (by any means including by electronic transmission) in whole or in part any Information to any person who is or may be resident or located in a Restricted Jurisdiction.

 

If you are not able to give these confirmations (as applicable), you should click on DECLINE below as we cannot provide you with the information contained on this Microsite.