Wizz Air VCP and Omnibus Plan awards amendment

Wizz Air Holdings PLC

27 October 2023

 

Wizz Air Holdings Plc

Wizz Air VCP and Omnibus Plan awards amendment

Geneva, 27 October 2023 - Wizz Air Holdings Plc ("Wizz Air" or the "Company"), the fastest-growing European airline, announces the amendment of the vesting date for the awards granted to date under Value Creation Plan ("VCP") and the Omnibus Share Plan ("Omnibus Plan") to a number of persons discharging management responsibilities ("PDMRs").

VCP

On 2 August 2023, following approval by the Company's remuneration committee and shareholders, Wizz Air amended the vesting date of the VCP award granted on 6 August 2021 ("VCP Award") from 40% vesting on 6 August 2026, 20% on 6 August in each of 2027, 2028 and 2029 to 40% vesting on 6 August 2028, 20% on 6 August in each of 2029, 2030 and 2031. The number of ordinary shares originally granted on 6 August 2021 remains unchanged: 837,943 ordinary shares in the capital of Wizz Air of £0.0001 par value (identification code JE00BN574F90).

The following PDMR was affected by the amendment of the VCP Award:

1.	Details of the person discharging managerial responsibilities / person closely associated
a)	Name	József Váradi
2.	Reason for the notification
a)	Position / status	Chief Executive Officer
b)	Initial notification / amendment	Amendment
3.	Details of the issuer
a)	Name	Wizz Air Holdings Plc
b)	Legal entity identifier	213800COXGZCORLJZA85
4.	Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a)	Description of the financial instrument, type of instrument	Ordinary shares of £0.0001 each
	Identification code	JE00BN574F90
b)	Nature of the transaction	Grant of Performance Options
c)	Currency	British Pounds
d)	Price(s) and volume(s)		Price(s)	Volume(s)
			NIL	837,943
e)	Aggregated information ·    Aggregated volume ·    Price	837,943 NIL
f)	Date of the transaction	6 August 2021
g)	Date of the amendment	2 August 2023
h)	Place of the transaction	N/A

In relation to VCP Award, the award will be subject to the following performance conditions:

a)   90% of the VCP Award will vest subject to the Company's share price reaching £119.34 (the "Share Price Target") at the end of the Performance Period[1]. The threshold for the VCP Award to vest is a Company share price of £77.24, under which 0% of the VCP Award vests with straight line vesting in between these two points. If prior to the end of the Performance Period, the Share Price Target is met or exceeded over any two consecutive quarters, based on the VWAP over that period, then, subject to the VCP rules, 90% of the VCP Award will vest in full on the normal vesting date. 

b)  10% of the VCP Award is linked to environmental, social and governance ("ESG") criteria and will vest at end of the ESG Performance Period[2] based on achievement of ESG targets, (5% based on CO2 emissions reduction goals; and 5% based on gender diversity target). ESG criteria are independent of share price growth criteria.

If exercised, then the underlying shares of the vested options will be issued at nil cost to the option holders. No amounts have been paid by the relevant PDMRs for the grant of these options.

SLGP

On 21 September 2023, following approval by the Company's remuneration committee, Wizz Air amended the vesting date of Senior Leadership Growth Plan awards under the Omnibus Plan ("SLGP Awards"):

·    granted on 6 August 2021 from 40% vesting on 6 August 2026, 20% on 6 August in each of 2027, 2028 and 2029 to 40% vesting on 6 August 2028, 20% on 6 August in each of 2029, 2030 and 2031.

·    granted on 14 November 2022 from 40% vesting on 30 September 2027, 20% on 30 September in each of 2028, 2029 and 2030 to 40% vesting on 6 August 2028, 20% on 6 August in each of 2029, 2030 and 2031.

The Company amended the SLGP Awards so that the terms set out in the Omnibus Plan rules as amended by Shareholders now apply to the SLGP Awards. The number of ordinary shares originally granted on 6 August 2021 remains unchanged: 356,386 ordinary shares in the capital of Wizz Air of £0.0001 par value (identification code JE00BN574F90). The number of ordinary shares originally granted on 14 November 2022 remains unchanged: 28,510 ordinary shares in the capital of Wizz Air of £0.0001 par value (identification code JE00BN574F90).

The following PDMRs were affected by the amendment of the SLGP Awards:

1.	Details of the person discharging managerial responsibilities / person closely associated
a)	Name	Robert Carey
2.	Reason for the notification
a)	Position / status	President
b)	Initial notification / amendment	Amendment
3.	Details of the issuer
a)	Name	Wizz Air Holdings Plc
b)	Legal entity identifier	213800COXGZCORLJZA85
4.	Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a)	Description of the financial instrument, type of instrument	Ordinary shares of £0.0001 each
	Identification code	JE00BN574F90
b)	Nature of the transaction	Grant of Performance Options
c)	Currency	British Pounds
d)	Price(s) and volume(s)		Price(s)	Volume(s)
			NIL	42,766
e)	Aggregated information ·    Aggregated volume ·    Price	42,766 NIL
f)	Date of the transaction	6 August 2021
g)	Date of the amendment	21 September 2023
h)	Place of the transaction	N/A

1.	Details of the person discharging managerial responsibilities / person closely associated
a)	Name	Michael Delehant
2.	Reason for the notification
a)	Position / status	Executive Vice President & Group Chief Operations Officer
b)	Initial notification / amendment	Amendment
3.	Details of the issuer
a)	Name	Wizz Air Holdings Plc
b)	Legal entity identifier	213800COXGZCORLJZA85
4.	Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a)	Description of the financial instrument, type of instrument	Ordinary shares of £0.0001 each
	Identification code	JE00BN574F90
b)	Nature of the transaction	Grant of Performance Options
c)	Currency	British Pounds
d)	Price(s) and volume(s)		Price(s)	Volume(s)
			NIL	42,766
e)	Aggregated information ·    Aggregated volume ·    Price	42,766 NIL
f)	Date of the transaction	6 August 2021
g)	Date of the amendment	21 September 2023
h)	Place of the transaction	N/A

1.	Details of the person discharging managerial responsibilities / person closely associated
a)	Name	Marion Geoffroy
2.	Reason for the notification
a)	Position / status	Managing Director Wizz Air UK
b)	Initial notification / amendment	Amendment
3.	Details of the issuer
a)	Name	Wizz Air Holdings Plc
b)	Legal entity identifier	213800COXGZCORLJZA85
4.	Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a)	Description of the financial instrument, type of instrument	Ordinary shares of £0.0001 each
	Identification code	JE00BN574F90
b)	Nature of the transaction	Grant of Performance Options
c)	Currency	British Pounds
d)	Price(s) and volume(s)		Price(s)	Volume(s)
			NIL	28,511
e)	Aggregated information ·    Aggregated volume ·    Price	28,511 NIL
f)	Date of the transaction	6 August 2021
g)	Date of the amendment	21 September 2023
h)	Place of the transaction	N/A

1.	Details of the person discharging managerial responsibilities / person closely associated
a)	Name	Johan Eidhagen
2.	Reason for the notification
a)	Position / status	Managing Director Wizz Air Abu Dhabi
b)	Initial notification / amendment	Amendment
3.	Details of the issuer
a)	Name	Wizz Air Holdings Plc
b)	Legal entity identifier	213800COXGZCORLJZA85
4.	Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a)	Description of the financial instrument, type of instrument	Ordinary shares of £0.0001 each
	Identification code	JE00BN574F90
b)	Nature of the transaction	Grant of Performance Options
c)	Currency	British Pounds
d)	Price(s) and volume(s)		Price(s)	Volume(s)
			NIL	28,511
e)	Aggregated information ·    Aggregated volume ·    Price	28,511 NIL
f)	Date of the transaction	6 August 2021
g)	Date of the amendment	21 September 2023
h)	Place of the transaction	N/A

1.	Details of the person discharging managerial responsibilities / person closely associated
a)	Name	Joel Goldberg
2.	Reason for the notification
a)	Position / status	Chief Digital Officer
b)	Initial notification / amendment	Amendment
3.	Details of the issuer
a)	Name	Wizz Air Holdings Plc
b)	Legal entity identifier	213800COXGZCORLJZA85
4.	Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a)	Description of the financial instrument, type of instrument	Ordinary shares of £0.0001 each
	Identification code	JE00BN574F90
b)	Nature of the transaction	Grant of Performance Options
c)	Currency	British Pounds
d)	Price(s) and volume(s)		Price(s)	Volume(s)
			NIL	28,511
e)	Aggregated information ·    Aggregated volume ·    Price	28,511 NIL
f)	Date of the transaction	6 August 2021
g)	Date of the amendment	21 September 2023
h)	Place of the transaction	N/A

1.	Details of the person discharging managerial responsibilities / person closely associated
a)	Name	Owain Jones
2.	Reason for the notification
a)	Position / status	Executive Vice President & Group Chief Corporate Affairs Officer
b)	Initial notification / amendment	Amendment
3.	Details of the issuer
a)	Name	Wizz Air Holdings Plc
b)	Legal entity identifier	213800COXGZCORLJZA85
4.	Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a)	Description of the financial instrument, type of instrument	Ordinary shares of £0.0001 each
	Identification code	JE00BN574F90
b)	Nature of the transaction	Grant of Performance Options
c)	Currency	British Pounds
d)	Price(s) and volume(s)		Price(s)	Volume(s)
			NIL	28,511
e)	Aggregated information ·    Aggregated volume ·    Price	28,511 NIL
f)	Date of the transaction	6 August 2021
g)	Date of the amendment	21 September 2023
h)	Place of the transaction	N/A

1.	Details of the person discharging managerial responsibilities / person closely associated
a)	Name	Zsuzsanna Poós
2.	Reason for the notification
a)	Position / status	Chief Customer and Marketing Officer
b)	Initial notification / amendment	Amendment
3.	Details of the issuer
a)	Name	Wizz Air Holdings Plc
b)	Legal entity identifier	213800COXGZCORLJZA85
4.	Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a)	Description of the financial instrument, type of instrument	Ordinary shares of £0.0001 each
	Identification code	JE00BN574F90
b)	Nature of the transaction	Grant of Performance Options
c)	Currency	British Pounds
d)	Price(s) and volume(s)		Price(s)	Volume(s)
			NIL	28,511
e)	Aggregated information ·    Aggregated volume ·    Price	28,511 NIL
f)	Date of the transaction	6 August 2021
g)	Date of the amendment	21 September 2023
h)	Place of the transaction	N/A

1.	Details of the person discharging managerial responsibilities / person closely associated
a)	Name	Ian Ogden Malin
2.	Reason for the notification
a)	Position / status	Executive Vice President & Group Chief Financial Officer
b)	Initial notification / amendment	Amendment
3.	Details of the issuer
a)	Name	Wizz Air Holdings Plc
b)	Legal entity identifier	213800COXGZCORLJZA85
4.	Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a)	Description of the financial instrument, type of instrument	Ordinary shares of £0.0001 each
	Identification code	JE00BN574F90
b)	Nature of the transaction	Grant of Performance Options
c)	Currency	British Pounds
d)	Price(s) and volume(s)		Price(s)	Volume(s)
			NIL	28,510
e)	Aggregated information ·    Aggregated volume ·    Price	28,510 NIL
f)	Date of the transaction	14 November 2022
g)	Date of the amendment	21 September 2023
h)	Place of the transaction	N/A

The SLGP Awards, which are one-off awards, will be subject to the following performance conditions:

100% of an SLGP Award will vest if the Company's share price is £119.34 (the "Share Price Target") at the end of the Performance Period[3]. The threshold for an SLGP Award to vest is a Company share price of £77.24, under which 0% of the SLGP Award vests with straight line vesting in between these two points. If prior to the end of the Performance Period, the Share Price Target is met or exceeded over any two consecutive quarters, based on the VWAP over that period, then, subject to the Omnibus Plan rules, the award will vest in full on the normal vesting date. 

If exercised, then the underlying shares of the vested options will be issued at nil cost to the option holders. No amounts have been paid by the relevant PDMRs for the grant of these options.

ABOUT WIZZ AIR Wizz Air, the fastest growing European ultra-low-cost airline, operates a fleet of 187 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 51.1 million passengers in the financial year F23 ending 31 March 2023. 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 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 2021-2023 and the "Global Environmental Sustainability Airline Group of the Year" by the CAPA-Centre for Aviation Awards for Excellence 2022.  - Ends - For more information: Investors: Zlatko Custovic, Wizz Air [phone] Media: Tamara Vallois, Wizz Air James McFarlane / Eleni Menikou / Charles Hirst, MHP Group: [phone] [phone]

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[1] "Performance Period" means the seven consecutive financial years of which the first is the financial year ending 31 March 2022.

[2]  "ESG Performance Period" means the five consecutive years of which the first is the financial year in which the grant date falls;

[3] "Performance Period" means the seven consecutive financial years of which the first is the financial year ending 31 March 2022.

 

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