25 September 2024
Wizz Air Holdings Plc
RESULT OF ANNUAL GENERAL MEETING
Geneva, 25 September 2024: Wizz Air Holdings Plc ("Wizz Air" or the "Company"), announces that at its annual general meeting ("AGM") held earlier today, all ordinary and special resolutions were passed apart from one resolution which was not passed as detailed further below. All resolutions were decided by poll.
The total voting rights of the Company as at 4.00 p.m. (CEST) on 23 September 2024, being the time at which shareholders had to be on the Company's shareholder register in order to be eligible to vote, was 103,381,671.
In accordance with paragraph 6.2.8 of the UK Listing Rules, the resolutions to re-elect Barry Eccleston, Charlotte Pedersen, Charlotte Andsager, Enrique Dupuy de Lome Chavarri, Anthony Radev, Anna Gatti and Phit Lian Chong as directors of the Company were approved by (a) the shareholders of the Company (resolutions 8, 11, 13, 15, 17, 19 and 21) and (b) the independent shareholders of the Company (resolutions 9, 12, 14, 16, 18, 20 and 22).
In accordance with paragraph 6.4.2 of the UK Listing Rules, a copy of the special resolutions approved at the AGM have been forwarded to the Financial Conduct Authority for publication through the Document Viewing Facility and will be accessible via the National Storage Mechanism website (National Storage Mechanism | FCA).
The AGM results will also be made available on the Company's website: General Meetings (wizzair.com).
The Board notes that resolutions 3, 4, 8 and 9, being approval of the Directors' Remuneration Policy, approval of the amendments to the rules of the Wizz Air Omnibus Plan, re-election of Barry Eccleston as a director and re-election of Barry Eccleston as a director (Independent shareholder vote), respectively, had more than 20% of votes cast against following the proportionate disenfranchisement of Non-Qualifying Nationals described below.
In the coming months, the Board will continue to consult with major shareholders on remuneration and wider governance matters. In accordance with the UK Corporate Governance Code, the Board will publish an update on this engagement within six months of the AGM.
Resolution 27 (disapplication of pre-emption rights in connection with an acquisition or specified capital investment) was not passed at the AGM as 74.77% of votes were cast in favour and 25.23% of votes were cast against following the proportionate disenfranchisement of Non-Qualifying Nationals described below (as a special resolution, resolution 27 required at least 75% of votes cast to be in favour in order to pass). The Board notes that resolution 27 was in line with the Pre-Emption Group's Statement of Principles, as revised in November 2022, and was consistent with the approach taken by the Company at prior annual general meetings which was to seek disapplication authorities in line with the statement of principles in effect at the time. As noted in the notice of AGM, the directors have no present intention of exercising the authorities in resolution 26 (which was passed at the AGM) other than in connection with the Company's employee share schemes.
The Board is pleased that most of the AGM resolutions received broad-based shareholder support and appreciates the time taken by shareholders to engage with the Company in recent months.
The first table below shows the proxy votes validly lodged in advance of the AGM. This table does not show the effect of disenfranchising a fixed proportion of shares held by each Non-Qualifying National as the result of sending Restricted Share Notices to such persons, as announced by the Company on 4 September 2024. It is not, therefore, the result of the AGM.
The second table shows the results of the poll taken at the AGM. The number of shares voting and the percentage of share capital voted reflect such proportionate disenfranchisement.
Further details of each of the resolutions are contained in the notice of AGM which is available at http://corporate.wizzair.com.
Table 1 - proxy votes lodged in advance of the AGM
| Resolution | Votes For | % | Votes Against | % | Total Votes (excluding votes withheld) | % of Issued Share Capital Voted | Votes Withheld* | |
|
| Ordinary resolutions | |||||||
| 1 | To receive the Company's annual report and accounts for the financial year ended 31 March 2024 together with the related directors' and auditor's report (the "2024 Annual Report and Accounts"). | 76,715,123 | 99.99% | 9,581 | 0.01% | 76,724,704 | 74.21% | 1,342,685 |
| 2 | To approve the directors' remuneration report for the financial year ended 31 March 2024. | 76,087,480 | 97.47% | 1,977,570 | 2.53% | 78,065,050 | 75.51% | 2,339 |
| 3 | To approve the directors' remuneration policy appended to the AGM Notice. | 50,873,896 | 65.58% | 26,696,682 | 34.42% | 77,570,578 | 75.03% | 496,811 |
| 4 | To approve certain amendments to the rules of the Wizz Air Omnibus Plan. | 52,566,455 | 67.77% | 25,003,569 | 32.23% | 77,570,024 | 75.03% | 497,365 |
| 5 | To re-elect William A. Franke as director. | 71,670,799 | 92.77% | 5,585,690 | 7.23% | 77,256,489 | 74.73% | 810,900 |
| 6 | To re-elect József Váradi as director. | 77,836,907 | 99.71% | 226,841 | 0.29% | 78,063,748 | 75.51% | 3,641 |
| 7 | To re-elect Stephen L. Johnson as director. | 75,438,586 | 96.64% | 2,625,675 | 3.36% | 78,064,261 | 75.51% | 3,128 |
| 8 | To re-elect Barry Eccleston as director. | 67,077,663 | 85.93% | 10,987,513 | 14.07% | 78,065,176 | 75.51% | 2,213 |
| 9 | To re-elect Barry Eccleston as director. (INDEPENDENT VOTE) | 42,145,223 | 79.31% | 10,994,039 | 20.69% | 53,139,262 | 51.40% | 24,928,127 |
| 10 | To re-elect Andrew S. Broderick as director. | 77,839,596 | 99.71% | 225,596 | 0.29% | 78,065,192 | 75.51% | 2,197 |
| 11 | To re-elect Charlotte Pedersen as director. | 78,052,518 | 99.98% | 12,341 | 0.02% | 78,064,859 | 75.51% | 2,530 |
| 12 | To re-elect Charlotte Pedersen as director. (INDEPENDENT VOTE) | 53,127,330 | 99.98% | 11,604 | 0.02% | 53,138,934 | 51.40% | 24,928,455 |
| 13 | To re-elect Charlotte Andsager as director. | 77,586,811 | 99.39% | 477,994 | 0.61% | 78,064,805 | 75.51% | 2,584 |
| 14 | To re-elect Charlotte Andsager as director. (INDEPENDENT VOTE) | 52,428,781 | 98.66% | 710,099 | 1.34% | 53,138,880 | 51.40% | 24,928,509 |
| 15 | To re-elect Enrique Dupuy de Lome Chavarri as director. | 78,049,878 | 99.98% | 13,636 | 0.02% | 78,063,514 | 75.51% | 3,875 |
| 16 | To re-elect Enrique Dupuy de Lome Chavarri as director. (INDEPENDENT VOTE) | 53,124,115 | 99.97% | 13,474 | 0.03% | 53,137,589 | 51.40% | 24,929,800 |
| 17 | To re-elect Anthony Radev as director. | 74,172,668 | 95.01% | 3,891,607 | 4.99% | 78,064,275 | 75.51% | 3,114 |
| 18 | To re-elect Anthony Radev as director. (INDEPENDENT VOTE) | 49,248,475 | 92.68% | 3,889,875 | 7.32% | 53,138,350 | 51.40% | 24,929,039 |
| 19 | To re-elect Anna Gatti as director. | 74,171,971 | 95.01% | 3,892,618 | 4.99% | 78,064,589 | 75.51% | 2,800 |
| 20 | To re-elect Anna Gatti as director. (INDEPENDENT VOTE) | 49,243,576 | 92.67% | 3,895,089 | 7.33% | 53,138,665 | 51.40% | 24,928,724 |
| 21 | To re-elect Phit Lian Chong as director. | 78,051,889 | 99.98% | 12,934 | 0.02% | 78,064,823 | 75.51% | 2,566 |
| 22 | To re-elect Phit Lian Chong as director. (INDEPENDENT VOTE) | 53,126,591 | 99.98% | 12,307 | 0.02% | 53,138,898 | 51.40% | 24,928,491 |
| 23 | To re-appoint PricewaterhouseCoopers LLP as the Company's auditors from the conclusion of the AGM until the conclusion of the next AGM. | 76,393,098 | 97.86% | 1,672,105 | 2.14% | 78,065,203 | 75.51% | 2,186 |
| 24 | To authorise the audit committee to agree the remuneration of the auditors. | 77,901,892 | 99.79% | 163,316 | 0.21% | 78,065,208 | 75.51% | 2,181 |
| 25 | To authorise the directors to allot shares. | 72,054,337 | 92.33% | 5,982,594 | 7.67% | 78,036,931 | 75.48% | 30,458 |
|
Special resolutions
| ||||||||
| 26 | To disapply pre-emption rights. | 58,439,474 | 74.89% | 19,596,857 | 25.11% | 78,036,331 | 75.48% | 31,058 |
| 27 | To disapply pre-emption rights in connection with an acquisition or specified capital investment. | 51,619,032 | 66.15% | 26,417,887 | 33.85% | 78,036,919 | 75.48% | 30,470 |
Table 2 - results of the poll taken at the AGM
| Resolution | Votes For | % | Votes Against | % | Total Votes (excluding votes withheld) | % of Issued Share Capital Voted | Votes Withheld* | |
|
| Ordinary resolutions | |||||||
| 1 | To receive the Company's annual report and accounts for the financial year ended 31 March 2024 together with the related directors' and auditor's report (the "2024 Annual Report and Accounts"). | 17,673,142 | 99.99% | 1,533 | 0.01% | 17,674,675 | 17.10% | 214,869 |
| 2 | To approve the directors' remuneration report for the financial year ended 31 March 2024. | 17,178,448 | 96.03% | 710,722 | 3.97% | 17,889,170 | 17.30% | 374 |
| 3 | To approve the directors' remuneration policy appended to the AGM notice. | 11,281,085 | 63.32% | 6,533,913 | 36.68% | 17,814,998 | 17.23% | 79,504 |
| 4 | To approve certain amendments to the rules of the Wizz Air Omnibus Plan. | 13,161,848 | 73.89% | 4,650,371 | 26.11% | 17,812,220 | 17.23% | 79,593 |
| 5 | To re-elect William A. Franke as director. | 16,362,114 | 92.17% | 1,390,529 | 7.83% | 17,752,643 | 17.17% | 136,901 |
| 6 | To re-elect József Váradi as director. | 17,852,660 | 99.80% | 36,301 | 0.20% | 17,888,961 | 17.30% | 583 |
| 7 | To re-elect Stephen L. Johnson as director. | 17,099,775 | 95.59% | 789,268 | 4.41% | 17,889,044 | 17.30% | 501 |
| 8 | To re-elect Barry Eccleston as director. | 13,903,685 | 77.72% | 3,984,974 | 22.28% | 17,888,659 | 17.30% | 354 |
| 9 | To re-elect Barry Eccleston as director. (INDEPENDENT VOTE) | 9,914,492 | 71.32% | 3,986,019 | 28.68% | 13,900,510 | 13.45% | 3,988,503 |
| 10 | To re-elect Andrew S. Broderick as director. | 17,853,091 | 99.80% | 36,102 | 0.20% | 17,889,193 | 17.30% | 352 |
| 11 | To re-elect Charlotte Pedersen as director. | 17,887,164 | 99.99% | 1,975 | 0.01% | 17,889,139 | 17.30% | 405 |
| 12 | To re-elect Charlotte Pedersen as director. (INDEPENDENT VOTE) | 13,899,132 | 99.99% | 1,857 | 0.01% | 13,900,989 | 13.45% | 3,988,555 |
| 13 | To re-elect Charlotte Andsager as director. | 17,458,145 | 97.59% | 430,986 | 2.41% | 17,889,131 | 17.30% | 414 |
| 14 | To re-elect Charlotte Andsager as director. (INDEPENDENT VOTE) | 13,445,533 | 96.64% | 468,129 | 3.36% | 13,913,662 | 13.46% | 3,988,564 |
| 15 | To re-elect Enrique Dupuy de Lome Chavarri as director. | 17,886,742 | 99.99% | 2,182 | 0.01% | 17,888,924 | 17.30% | 620 |
| 16 | To re-elect Enrique Dupuy de Lome Chavarri as director. (INDEPENDENT VOTE) | 13,898,617 | 99.98% | 2,156 | 0.02% | 13,900,774 | 13.45% | 3,988,771 |
| 17 | To re-elect Anthony Radev as director. | 15,584,165 | 87.12% | 2,304,881 | 12.88% | 17,889,046 | 17.30% | 498 |
| 18 | To re-elect Anthony Radev as director. (INDEPENDENT VOTE) | 11,596,292 | 83.42% | 2,304,604 | 16.58% | 13,900,895 | 13.45% | 3,988,649 |
| 19 | To re-elect Anna Gatti as director. | 15,584,053 | 87.11% | 2,305,043 | 12.89% | 17,889,096 | 17.30% | 448 |
| 20 | To re-elect Anna Gatti as director. (INDEPENDENT VOTE) | 11,595,508 | 83.42% | 2,305,438 | 16.58% | 13,900,946 | 13.45% | 3,988,598 |
| 21 | To re-elect Phit Lian Chong as director. | 17,887,064 | 99.99% | 2,070 | 0.01% | 17,889,133 | 17.30% | 411 |
| 22 | To re-elect Phit Lian Chong as director. (INDEPENDENT VOTE) | 13,899,014 | 99.99% | 1,969 | 0.01% | 13,900,983 | 13.45% | 3,988,561 |
| 23 | To re-appoint PricewaterhouseCoopers LLP as the Company's auditors from the conclusion of the AGM until the conclusion of the next AGM. | 17,555,043 | 98.13% | 334,151 | 1.87% | 17,889,194 | 17.30% | 350 |
| 24 | To authorise the audit committee to agree the remuneration of the auditors. | 17,863,060 | 99.85% | 26,135 | 0.15% | 17,889,195 | 17.30% | 349 |
| 25 | To authorise the directors to allot shares. | 16,844,604 | 94.18% | 1,040,066 | 5.82% | 17,884,670 | 17.30% | 4,874 |
|
Special resolutions
| ||||||||
| 26 | To disapply pre-emption rights. | 14,501,387 | 81.08% | 3,383,187 | 18.92% | 17,884,574 | 17.30% | 4,970 |
| 27 | To disapply pre-emption rights in connection with an acquisition or specified capital investment. | 13,372,627 | 74.77% | 4,512,041 | 25.23% | 17,884,668 | 17.30% | 4,876 |
*A vote withheld is not a vote in law and is not counted towards votes cast "For" or "Against" a resolution.
- Ends -
ABOUT WIZZ AIR
Wizz Air, one of the most sustainable European airlines, operates a fleet of over 220 Airbus A320 and A321 aircraft. A team of dedicated aviation professionals delivers superior service and very low fares, making Wizz Air the preferred choice of 62 million passengers in the financial year ending 31 March 2024. Wizz Air is listed on the London Stock Exchange under the ticker WIZZ. The company was recently named the World's Top 5 Safest Low-Cost Airlines 2024 by airlineratings.com, the world's only safety and product rating agency, and named Airline of the Year by Air Transport Awards in 2019 and in 2023. Wizz Air has also been recognised as the "Most Sustainable Low-Cost Airline" within the World Finance Sustainability Awards in 2021-2024 and the "Global Environmental Sustainability Airline Group of the Year" by the CAPA-Centre for Aviation Awards for Excellence 2022-2023.
For more information:
| Investors: | Mark Simpson, Wizz Air | +36 1 777 9407 |
| | Dorottya Durucsko, Wizz Air | |
| | | |
| Media: | Andras Rado, Wizz Air James McFarlane / Eleni Menikou/ Charles Hirst, MHP Group: | +36 1 777 9324 +44 (0) 20 3128 8100 |
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