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27 Jul 2021 15:15
RESULT OF ANNUAL GENERAL MEETING
ALL ORDINARY AND SPECIAL RESOLUTIONS DULY PASSED
Geneva, 27 July 2021: 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 duly passed. All the resolutions were decided by poll.
The results of the poll, incorporating proxy votes lodged in advance of the meeting, can be found below. Further details of each of the resolutions are contained in the notice of AGM which is available at http://corporate.wizzair.com.
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 2021 together with the related directors' and auditor's report. | 16,380,655 | 99.70 | 49,667 | 0.30 | 16,430,899 | 15.95% | 26,693 |
2 | THAT the Directors' Remuneration Policy, set out on pages 84 to 90 of the 2021 Annual Report and Accounts, be and is hereby approved and takes effect immediately after the end of the AGM on 27 July 2021. | 10,994,259 | 66.80 | 5,462,746 | 33.20 | 16,456,428 | 15.97% | 10 |
3 | THAT the Directors' Remuneration Report for the financial year ended 31 March 2021, set out on pages 80 to 98 of the 2021 Annual Report and Accounts (excluding the part containing the Directors' Remuneration Policy), be and is hereby approved. | 16,269,317 | 98.86 | 187,688 | 1.14 | 16,457,582 | 15.97% | 10 |
4 | To approve the Wizz Air Omnibus Plan | 15,615,567 | 94.89 | 841,442 | 5.11 | 16,457,586 | 15.97% | 6 |
5 | To approve of the Wizz Air Value Creation Plan | 11,118,557 | 67.56 | 5,338,452 | 32.44 | 16,457,586 | 15.97% | 6 |
6 | To re-elect William A. Franke as a director of the company. | 14,498,266 | 88.19 | 1,941,189 | 11.81 | 16,440,032 | 15.95% | 17,560 |
7 | To re-elect József Váradi as a director of the company. | 16,412,313 | 99.73 | 44,696 | 0.27 | 16,457,586 | 15.97% | 6 |
8 | To re-elect Simon Duffy as a director of the company. | 14,293,239 | 86.85 | 2,163,770 | 13.15 | 16,457,586 | 15.97% | 6 |
9 | To re-elect Simon Duffy as a director of the Company (Independent Shareholder vote). | 11,858,058 | 84.27 | 2,213,437 | 15.73 | 14,072,072 | 13.66% | 2,385,520 |
10 | To re-elect Stephen L. Johnson as a director of the company. | 16,412,084 | 99.73 | 44,926 | 0.27 | 16,457,586 | 15.97% | 6 |
11 | To re-elect Barry Eccleston as a director of the company. | 15,733,223 | 95.60 | 723,787 | 4.40 | 16,457,586 | 15.97% | 6 |
12 | To re-elect Barry Eccleston as a director of the Company (Independent Shareholder vote). | 13,371,295 | 95.02 | 700,200 | 4.98 | 14,072,073 | 13.66% | 2,385,519 |
13 | To re-elect Andrew S. Broderick as a director of the company. | 16,412,084 | 99.73 | 44,926 | 0.27 | 16,457,586 | 15.97% | 6 |
14 | To re-elect Charlotte Pedersen as a director of the company. | 16,386,379 | 99.57 | 70,630 | 0.43 | 16,457,586 | 15.97% | 6 |
15 | To re-elect Charlotte Pedersen as a director of the Company (Independent Shareholder vote). | 14,000,866 | 99.50 | 70,630 | 0.50 | 14,072,073 | 13.66% | 2,385,519 |
16 | To elect Charlotte Andsager as a director of the company. | 15,884,529 | 95.52 | 572,480 | 3.48 | 16,457,586 | 15.97% | 6 |
17 | To elect Charlotte Andsager as a director of the Company (Independent Shareholder vote). | 13,499,015 | 95.93 | 572,480 | 4.07 | 14,072,073 | 13.66 | 2,385,519 |
18 | To elect Enrique Dupuy de Lome Chavarri as a director of the company. | 16,415,937 | 99.75 | 41,072 | 0.25 | 16,457,586 | 15.97% | 6 |
19 | To elect Enrique Dupuy de Lome Chavarri as a director of the Company (Independent Shareholder vote). | 14,030,423 | 99.71 | 41,072 | 0.25 | 14,072,073 | 13.66% | 2,385,519 |
20 | To elect Anthony Radev as a director of the company. | 16,433,908 | 99.86 | 23,101 | 0.14 | 16,457,586 | 15.97% | 6 |
21 | To elect Anthony Radev as a director of the Company (Independent Shareholder vote). | 14,048,394 | 99.84 | 23,101 | 0.16 | 14,072,073 | 13.66% | 2,385,519 |
22 | To re-appoint PricewaterhouseCoopers LLP as the Company's auditors until the conclusion of the next AGM of the Company. | 16,357,667 | 99.40 | 99,343 | 0.60 | 16,457,586 | 15.97% | 6 |
23 | To authorise the audit committee (for and on behalf of the Board) to agree the remuneration of the auditors. | 16,454,004 | 99.98 | 3,005 | 0.02 | 16,457,586 | 15.97% | 6 |
24 | To authorise allotment of shares. | 13,245,514 | 80.73 | 3,161,829 | 19.27 | 16,407,919 | 15.92% | 49,673 |
SPECIAL RESOLUTIONS | ||||||||
25 | To dis-apply pre-emption rights. | 16,302,440 | 99.20 | 131,697 | 0.80 | 16,434,714 | 15.95% | 22,878 |
26 | To dis-apply pre-emption rights in connection with an acquisition or specified capital investment. | 16,120,393 | 98.09 | 313,744 | 1.91 | 16,434,714 | 15.95% | 22,878 |
*A vote withheld is not a vote in law and is not counted towards votes cast "For" or "Against" a resolution.
In accordance with paragraph 9.2.2E of the Listing Rules, the resolutions to re-elect Simon Duffy, Stephen L. Johnson, Barry Eccleston, Andrew S. Broderick, Charlotte Pedersen, Charlotte Andsager, Enrique Dupuy de Lome Chavarri and Anthony Radev as directors of the Company were approved by (a) the shareholders of the Company (resolutions 8, 10, 11, 13, 14, 16, 18 and 20) and (b) the independent shareholders of the Company (resolutions 9, 12, 15, 17, 19 and 21).
In accordance with paragraph 9.6.2R of the Listing Rules, a copies 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 total voting rights of the Company as at 3:00 p.m. on 23 July 2021, being the day on which shareholders had to be on the Company's shareholder register in order to be eligible to vote, was 103,041,132.
The AGM results will also be made available on the Company's website: General Meetings (wizzair.com).
The Board notes that Resolutions 2 and 5, the approval of the Remuneration Policy and the Adoption of the Value Creation Plan, were opposed by more than 20% of voting shareholders.
In advance of the 2021 AGM, the Board, through the Remuneration Committee, engaged extensively with shareholders to discuss our approach to remuneration and to seek feedback on our proposals. This process led to a number of material changes to the proposals which were put forward at the AGM.
The Board understands the issues raised by certain shareholders but is wholly satisfied that the adoption of the Value Creation Plan, the new Remuneration Policy and the Wizz Air Omnibus Plan, all of which are designed to generate superior returns based on the achievement of market leading targets, are in the best interests of the Company, its shareholders and other stakeholders.
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.
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.
- Ends -
ABOUT WIZZ AIR Wizz Air, the fastest growing European low-cost airline, operates a fleet of 142 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 10.2 million passengers in the financial year F21 ending 31 March 2021. 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, recognizing individuals and organizations that have distinguished themselves through outstanding performance, innovation, and superior service.
For more information: | |
Zlatko Custovic, Wizz Air | +36 1 777 9407 |
Natasha Seager Smith, Wizz Air: | +36 1 777 8475
|
Edward Bridges / Jonathan Neilan, FTI Consulting LLP: | +44 20 3727 1017 |
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