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 |
+36 1 777 9407 |
|
Zsuzsa Trubek, Wizz Air: |
+36 70 652 4115
|
|
Edward Bridges / Jonathan Neilan, FTI Consulting LLP: |
+44 20 3727 1017 |
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