Result of AGM

RNS Number : 3322Z

Wizz Air Holdings PLC

13 September 2022

 

RESULT OF ANNUAL GENERAL MEETING

SHAREHOLDERS APPROVE ALL ORDINARY AND SPECIAL RESOLUTIONS AT WIZZ AIR'S 2022 AGM

Geneva, 13 September 2022:  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. All the resolutions were decided by poll.

The total voting rights of the Company as at 3.00 p.m. on 9 September 2022, being the time at which shareholders had to be on the Company's shareholder register in order to be eligible to vote, was 103,237,078.

In accordance with paragraph 9.2.2E of the Listing Rules, the resolutions to re-elect Barry Eccleston,  Charlotte Pedersen, Charlotte Andsager, Enrique Dupuy de Lome Chavarri, Anthony Radev and to elect Anna Gatti as directors of the Company were approved by (a) the shareholders of the Company (resolutions 6, 9, 11, 13, 15 and 17) and (b) the independent shareholders of the Company (resolutions 7, 10, 12, 14, 16 and 18).

In accordance with paragraph 9.6.2R of the 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 there were no resolutions that were opposed by more than 20% of voting shareholders.

The Board is pleased that each 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 19 August 2022. 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 2022 together with the related directors' and auditor's report.	92,928,226	99.99	12,771	0.01	92,940,997	90.03	220,910
2	To approve the Directors' Remuneration Report for the financial year ended 31 March 2022, set out on pages 102 to 105 and pages 114 to 122 of the 2022 Annual Report and Accounts.	74,889,984	80.39	18,271,782	19.61	93,161,766	90.24	142
3	To re-elect William A. Franke as a director of the Company.	81,145,144	87.42	11,676,360	12.58	92,821,504	89.91	340,405
4	To re-elect József Váradi as a director of the Company.	92,836,132	99.65	325,453	0.35	93,161,585	90.24	325
5	To re-elect Stephen L. Johnson as a director of the Company.	92,954,119	99.78	207,467	0.22	93,161,586	90.24	325
6	To re-elect Barry Eccleston as a director of the Company.	87,425,609	93.84	5,735,978	6.16	93,161,587	90.24	325
7	To re-elect Barry Eccleston as a director of the Company (Independent Shareholder vote).	62,592,538	91.79	5,596,488	8.21	68,189,026	66.05	24,972,887
8	To re-elect Andrew S. Broderick as a director of the Company.	92,954,122	99.78	207,467	0.22	93,161,589	90.24	325
9	To re-elect Charlotte Pedersen as a director of the Company.	93,060,630	99.89	100,960	0.11	93,161,590	90.24	325
10	To re-elect Charlotte Pedersen as a director of the Company (Independent Shareholder vote).	68,088,069	99.85	100,960	0.15	68,189,029	66.05	24,972,887
11	To re-elect Charlotte Andsager as a director of the Company.	92,309,162	99.08	852,430	0.92	93,161,592	90.24	325
12	To re-elect Charlotte Andsager as a director of the Company (Independent Shareholder vote).	67,454,275	98.90	734,756	1.08	68,189,031	66.05	24,972,887
13	To re-elect Enrique Dupuy de Lome Chavarri as a director of the Company.	93,060,882	99.89	100,712	0.11	93,161,594	90.24	325
14	To re-elect Enrique Dupuy de Lome Chavarri as a director of the Company (Independent Shareholder vote).	68,088,321	99.85	100,712	0.15	68,189,033	66.05	24,972,887
15	To re-elect Anthony Radev as a director of the Company.	92,874,985	99.69	286,611	0.31	93,161,596	90.24	325
16	To re-elect Anthony Radev as a director of the Company (Independent Shareholder vote).	67,902,424	99.58	286,611	0.42	68,189,035	66.05	24,972,887
17	To elect Anna Gatti as a director of the Company.	93,160,974	100.00	624	0.00	93,161,598	90.2	325
18	To elect Anna Gatti as a director of the Company (Independent Shareholder vote).	68,188,413	100.00	624	0.00	68,189,037	66.05	24,972,887
19	To re-appoint PricewaterhouseCoopers LLP as the Company's auditors from the conclusion of the AGM until the conclusion of the next AGM of the Company.	92,562,093	99.36	599,507	0.64	93,161,600	90.24	325
20	To authorise the audit committee (for and on behalf of the Board) to agree the remuneration of the auditors.	92,765,119	99.57	396,768	0.43	93,161,887	90.24	39
21	Authority to allot shares.	90,145,297	96.76	3,016,305	3.24	93,161,602	90.24	325
	SPECIAL RESOLUTIONS
22	Disapplication of pre-emption rights.	92,647,297	99.45	514,409	0.55	93,161,706	90.24	222
23	Disapplication of pre-emption rights in connection with an acquisition or specified capital investment.	92,332,851	99.11	828,856	0.89	93,161,707	90.24	222

Table 2 - results of the poll taken at the AGM

Resolution		Votes For	%	Votes Against	%	Total Votes	% 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 2022 together with the related directors' and auditor's report.	16,398,438	99.99	1,995	0.01	16,400,432	15.89	24,963
2	To approve the Directors' Remuneration Report for the financial year ended 31 March 2022, set out on pages 102 to 105 and pages 114 to 122 of the 2022 Annual Report and Accounts.	13,384,492	81.48	3,041,329	18.52	16,425,821	15.91	16
3	To re-elect William A. Franke as a director of the Company.	14,192,139	86.60	2,195,233	13.40	16,387,372	15.87	38,466
4	To re-elect József Váradi as a director of the Company.	16,388,585	99.78	36,776	0.22	16,425,362	15.91%	37
5	To re-elect Stephen L. Johnson as a director of the Company.	16,401,367	99.85	23,996	0.15	16,425,363	15.91	37
6	To re-elect Barry Eccleston as a director of the Company.	15,772,806	96.03	652,557	3.97	16,425,364	15.91	37
7	To re-elect Barry Eccleston as a director of the Company (Independent Shareholder vote).	12,967,222	95.32	636,243	4.68	13,603,465	13.18	2,821,936
8	To re-elect Andrew S. Broderick as a director of the Company.	16,401,922	99.86	23,444	0.14	16,425,366	15.91	37
9	To re-elect Charlotte Pedersen as a director of the Company.	16,413,958	99.93	11,408	0.07	16,425,367	15.91	37
10	To re-elect Charlotte Pedersen as a director of the Company (Independent Shareholder vote).	13,592,060	99.92	11,408	0.08	13,603,468	13.18	2,821,936
11	To re-elect Charlotte Andsager as a director of the Company.	16,329,044	99.41	96,325	0.59	16,425,369	15.91	37
12	To re-elect Charlotte Andsager as a director of the Company (Independent Shareholder vote).	13,520,443	99.39	83,027	0.61	13,603,470	13.18	2,821,936
13	To re-elect Enrique Dupuy de Lome Chavarri as a director of the Company.	16,413,990	99.93	11,380	0.07	16,425,371	15.91	37
14	To re-elect Enrique Dupuy de Lome Chavarri as a director of the Company (Independent Shareholder vote).	13,592,092	99.92	11,380	0.08	13,603,472	13.18	2,821,936
15	To re-elect Anthony Radev as a director of the Company.	16,392,985	99.80	32,387	0.20	16,425,373	15.91	37
16	To re-elect Anthony Radev as a director of the Company (Independent Shareholder vote).	13,571,087	99.76	32,387	0.24	13,603,474	13.18	2,821,936
17	To elect Anna Gatti as a director of the Company.	16,425,304	100.00	71	0.00	16,425,375	15.91	71
18	To elect Anna Gatti as a director of the Company (Independent Shareholder vote).	13,603,405	100.00	71	0.00	13,603,476	13.18	2,821,936
19	To re-appoint PricewaterhouseCoopers LLP as the Company's auditors from the conclusion of the AGM until the conclusion of the next AGM of the Company.	16,351,822	99.55	73,554	0.45	16,425,377	15.91	37
20	To authorise the audit committee (for and on behalf of the Board) to agree the remuneration of the auditors.	16,380,575	99.73	44,835	0.27	16,425,410	15.91	4
21	Authority to allot shares.	14,063,028	85.62	2,362,351	14.38	16,425,379	15.91	37
	SPECIAL RESOLUTIONS
22	Disapplication of pre-emption rights.	16,364,514	99.63	60,877	0.37	16,425,391	15.91	25
23	Disapplication of pre-emption rights in connection with an acquisition or specified capital investment.	16,324,102	99.41	96,472	0.59	16,420,575	15.91	25

*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, the fastest growing European ultra-low-cost airline and one of the most sustainable, operates a fleet of 165 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 27.1 million passengers in the Financial Year F22 ending 31 March 2022. Wizz Air is listed on the London Stock Exchange under the ticker WIZZ. The company was recently named one of the world's top ten safest airlines by  airlineratings.com , the world's only safety and product rating agency, and 2020 Airline of the Year by ATW, the most coveted honour an airline or individual can receive, recognising individuals and organisations that have distinguished themselves through outstanding performance, innovation, and superior service, and was also rated the most sustainable airline in Europe by Sustainalytics in January 2022. For more information:
Zlatko Custovic, Wizz Air	[phone]
Zsuzsa Trubek, Wizz Air:	[phone]
Edward Bridges / Jonathan Neilan, FTI Consulting LLP:	[phone]

 

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