Wizz Air Holdings Plc
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
|