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Notice of Meeting 2014 Proof 5 17/06/2014 Run out at 100% Pdf 100% Notice of Meeting 2014 Proof 5 17/06/2014 Run out at 100% pdf 100% PLEASE NOTE: THIS PROOF IS NOT ACCURATE FOR COLOUR. Private & confidential Flybe Group plc Jack Walker House Exeter International Airport Exeter Devon EX5 2HL England Telephone +44 (0)1392 366669 [email protected] www.flybe.com 16 June 2014 Dear Shareholder 2014 Annual General Meeting I am pleased to be writing to you with details of our Annual General Meeting (‘AGM’) which we are holding at the offices of Instinctif Partners, 65 Gresham Street, London EC2V 7NQ on Wednesday 23 July 2014 at 11.00am. The formal Notice of Annual General Meeting together with an explanation of the resolutions on which you will be asked to vote are set out on pages 2 to 12 attached. The Directors consider that all the resolutions to be put to the meeting are in the best interests of Flybe Group plc (the ‘Company’) and its shareholders as a whole and unanimously recommend that you vote in favour of them, as they intend to do in respect of their own beneficial holdings. If you would like to vote on the resolutions but cannot attend the AGM, please register your proxy appointment and voting instructions in one of the following ways: • By lodging your instructions online at www.flybe-shares.com. To do this you will need your investor code, which is shown on your share certificate. • By filling in the proxy form sent to you with this Notice of Annual General Meeting and returning it to our registrar as soon as possible. • If you are a CREST member, by submitting a CREST message. Please see the ‘Important information’ section at the back of the Notice of Annual General Meeting for further details. All proxy appointments and instructions, by whichever method you choose, must be received by our registrar by 11.00am on Monday 21 July 2014. If you appoint a proxy this will not prevent you from attending and voting at the AGM in person, should you choose to do so. I hope that you will be able to attend our AGM and I look forward to meeting you. Yours sincerely Simon Laffin Chairman Registered office: Jack Walker House, Exeter International Airport, Exeter, Devon, EX5 2HL England. Registered in England Number 1373432 2 THIS DOCUMENT, WHICH CONTAINS THE NOTICE OF THE ANNUAL GENERAL MEETING, IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. IF YOU ARE IN ANY DOUBT AS TO ANY ASPECT OF THE PROPOSALS REFERRED TO IN THIS DOCUMENT, OR AS TO THE ACTION YOU SHOULD TAKE, YOU SHOULD IMMEDIATELY CONSULT YOUR STOCKBROKER, BANK MANAGER, SOLICITOR, ACCOUNTANT OR OTHER INDEPENDENT PROFESSIONAL ADVISER AUTHORISED UNDER THE FINANCIAL SERVICES AND MARKETS ACT 2000 IF YOU ARE RESIDENT IN THE UNITED KINGDOM OR, IF YOU RESIDE ELSEWHERE, ANOTHER APPROPRIATELY AUTHORISED INDEPENDENT FINANCIAL ADVISER. If you sell or transfer or have sold or otherwise transferred all of your Ordinary Shares, please forward this document, but not the personalised Form of Proxy, as soon as possible to the purchaser or transferee or to the bank, stockbroker or other agent through or to whom the sale or transfer was effected, for onward delivery to the purchaser or transferee. Any person (including, without limitation, custodians, nominees and trustees) who may have a contractual or legal obligation or may otherwise intend to forward this document to any jurisdiction outside the United Kingdom should seek appropriate advice before taking any action. If you sell or have sold or otherwise transferred only part of your holding, you should retain these documents. A Form of Proxy for the Annual General Meeting is enclosed and should be completed and returned so as to reach the Company’s registrars no later than 11.00am on Monday 21 July 2014. Completion and return of the Form of Proxy will not prevent you from attending the Annual General Meeting in person should you so wish. Notice of Annual General Meeting Notice is hereby given that the Annual General Meeting (‘AGM’) of Flybe Group plc (the ‘Company’) will be held at the offices of Instinctif Partners, 65 Gresham Street, London EC2V 7NQ on Wednesday 23 July 2014 at 11.00am for the purposes set out below: To consider, and if thought fit, to pass the following resolutions: Resolutions 1 to 15 will be proposed as Ordinary Resolutions and Resolutions 16 to 18 will be proposed as Special Resolutions. Ordinary Resolutions Resolution 1: Directors’ Report and Accounts To receive and approve the Directors’ and auditor’s reports and the audited financial statements of the Group and the Company for the financial year ended 31 March 2014. Explanatory Note to Resolution 1 The Directors are required to present the audited financial statements and the reports of the Directors and the auditor to the shareholders at each annual general meeting. The Directors’ and auditor’s reports and the audited financial statements of the Group and the Company to be approved at this Annual General Meeting relate to the financial year ended 31 March 2014 and are set out in the Flybe Group plc Annual Report 2014. Resolution 2: Directors’ Remuneration Report To receive and approve the Directors’ Remuneration Report, excluding the Directors’ Remuneration Policy as set out on pages 66 to 83 of the Annual Report and Accounts for the financial year ended 31 March 2014. Explanatory Note to Resolution 2 In accordance with section 439 of the Companies Act 2006 (the ‘2006 Act’), the Board has presented its Directors’ Remuneration Report (the ‘Remuneration Report’) to shareholders in the Flybe Group plc Annual Report 2014. The Remuneration Report, which can be found in the Flybe Group plc Annual Report 2014 (pages 66 to 83) gives details of Directors’ remuneration for the year ended 31 March 2014. The Company’s independent auditor, Deloitte LLP, has audited those parts of the Remuneration Report capable of being audited and its report can be found in the Annual Report 2014 (pages 85 to 89). The Board of Directors (the ‘Board’) considers that appropriate executive remuneration plays a vital role in helping to achieve the Company’s overall objectives and, accordingly, in compliance with the 2006 Act, shareholders will be invited to approve the Remuneration Report. The vote on this Resolution 2 is advisory only, however, and the Directors’ entitlement to remuneration is not conditional on this resolution being passed. 3 Resolution 3: Remuneration Policy To approve the Directors’ Remuneration Policy Report, as set out on pages 68 to 72 of the Annual Report and Accounts, for the financial year ended 31 March 2014. Explanatory Note to Resolution 3 Pages 68 to 72 of the Annual Report form the Directors’ Remuneration Policy, which shareholders are asked to approve. Once the Directors’ Remuneration Policy is approved, the Company will not be able to make a remuneration payment to a current or prospective Director or a payment for loss of office to a current or past Director, unless that payment is consistent with the policy or has been approved by a resolution of the members of the Company. Resolution 4: To elect Sir Timothy Anderson, who has been appointed as a Director of the Company since the last annual general meeting of the Company, as a Director of the Company. Note: As an Air Marshal, Sir Timothy Anderson established the Military Aviation Authority (the body responsible for military aviation safety), becoming its first Director General from 2010 to 2013, and before that was Assistant Chief of Royal Air Force Air Staff. He served in the Royal Air Force from 1979, starting as a fighter pilot, and rising through senior command appointments. He was awarded a DSO for RAF Tornado operations during the Kosovo conflict and was appointed Knight Commander of the Order of the Bath (KCB) in the 2013 New Year Honours list. Resolution 5: To re-elect Saad Hammad as a Director of the Company. Resolution 6: To re-elect Andrew Knuckey as a Director of the Company. Resolution 7: To re-elect David Longbottom as a Director of the Company. Resolution 8: To elect Simon Laffin, who has been appointed as a Director of the Company since the last annual general meeting of the Company, as a Director and Chairman of the Company. Note: Simon Laffin, prior to joining as Non-Executive Chairman of the Company, is currently Chairman of Assura Group Limited and Chairman of the Audit Committee at Quintain Estates & Development PLC. Previously, Simon was Group Finance and Property Director at Safeway plc between 1994 and 2004 and has served as a non-executive Director at Aegis Group Plc, Mitchells & Butlers plc, Northern Rock plc (as part of the rescue team), as well as Chairman of the Hozelock Group. Simon also provides advisory services to private equity and other companies. Simon is also qualified as an instrument-rated private pilot. Resolution 9: To re-elect Alan Smith as a Director of the Company. Resolution 10: To re-elect Charlie Scott as a Director of the Company. Explanatory Note to Resolutions 4 to 10 In line with the UK Corporate Governance Code published by the Financial Reporting Council in September 2012 (the ‘Code’), as it is applied to companies of the size of the Company, the Company’s Articles of Association require Directors to submit themselves for re-election if they have not been elected or re-elected at either of the preceding two AGMs, and that one third of the Directors (or if not a whole number, the number which is nearest to, but does not exceed, one third) will retire from office and be eligible for re-election at each AGM.
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