Last checked at 2 Aug 2023 16:41
Wizz Air Holdings Plc
2 August 2023
Wizz Air Holdings Plc
RESULT OF ANNUAL GENERAL MEETING
SHAREHOLDERS APPROVE ALL ORDINARY AND SPECIAL RESOLUTIONS AT WIZZ AIR'S 2023 AGM
Geneva, 2 August 2023: 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 resolutions were decided by poll.
The total voting rights of the Company as at 3.00 p.m. (CEST) on 31 July 2023, being the time at which shareholders had to be on the Company's shareholder register in order to be eligible to vote, was 103,332,880.
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 Anna Gatti and to elect Phit Lian Chong as directors of the Company were approved by (a) the shareholders of the Company (resolutions 9, 12, 14, 16, 18, 20 and 22) and (b) the independent shareholders of the Company (resolutions 10, 13, 15, 17, 19, 21 and 23).
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 resolutions 2, 3, 4 and 28, being approval of the Directors' Remuneration Report, approval of the Directors' Remuneration Policy, approval of amendments to the Wizz Air Value Creation Plan and approval of the disapplication of pre-emption rights in connection with an acquisition or specified capital investment, respectively, were opposed by more than 20% of voting shareholders.
In respect of resolutions 3 and 4, the Company notes that the Chair of the Remuneration Committee held numerous meetings and calls throughout the year on the Directors' Remuneration Policy and has engaged with key shareholders to understand their sentiment to the proposed Directors' Remuneration Policy changes, specifically the extension of the Value Creation Plan. The Board is pleased that resolutions 3 and 4 were passed with 74.0% of votes cast in favour (prior to the proportionate disenfranchisement noted below) which, following proportionate disenfranchisement, amounts to 72% and 75% in favour, respectively. The Board remains of the view that the leadership of the Company's CEO, József Váradi, is central to delivering Wizz Air's recovery in the coming years and these changes are in the best interests of the Company, its shareholders and other stakeholders. In respect of resolution 2 to approve the Directors' Remuneration Report, the Board recognises that the changes during the year ended 31 March 2023 presented some challenges, but met the commercial context, and is pleased to have 63.1%of votes cast in support of these actions (again, prior to the proportionate disenfranchisement noted below).
In respect of resolution 28, the Board notes that this resolution is in line with the Pre-Emption Group's Statement of Principles, as revised in November 2022, and the Company would intend to follow the shareholder protections contained in Part 2B of the Pre-Emption Group principles in connection with any non-pre-emptive offering.
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.
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 11 July 2023. 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 2023 together with the related directors' and auditor's report (the "2023 Annual Report and Accounts"). | 88,052,366 | 100.00 | 522 | 0.00 | 88,042,552 | 85.21 | 323,307 |
2 | To approve the directors' remuneration report for the financial year ended 31 March 2023. | 55,751,674 | 63.10 | 32,606,257 | 36.90 | 88,347,595 | 85.51 | 18,264 |
3 | To approve the directors' remuneration policy set out in the 2023 Annual Report and Accounts. | 65,404,863 | 74.01 | 22,969,899 | 25.99 | 88,364,426 | 85.52 | 1,433 |
4 | To approve certain amendments to the rules of the Wizz Air Valuation Creation Plan. | 65,403,763 | 74.01 | 22,971,117 | 25.99 | 88,364,544 | 85.52 | 1,315 |
5 | To approve certain amendments to the rules of the Wizz Air Omnibus Plan. | 84,166,272 | 95.24 | 4,208,368 | 4.76 | 88,364,304 | 85.52 | 1,555 |
6 | To re-elect William A. Franke as director. | 81,892,221 | 92.91 | 6,247,903 | 7.09 | 88,129,788 | 85.30 | 236,071 |
7 | To re-elect József Váradi as director. | 88,270,574 | 99.88 | 104,099 | 0.12 | 88,364,337 | 85.52 | 1,522 |
8 | To re-elect Stephen L. Johnson as director. | 88,270,666 | 99.88 | 104,007 | 0.12 | 88,364,337 | 85.52 | 1,522 |
9 | To re-elect Barry Eccleston as director. | 76,439,135 | 86.61 | 11,815,138 | 13.39 | 88,243,937 | 85.41 | 121,922 |
10 | To re-elect Barry Eccleston as director. (INDEPENDENT VOTE) | 51,466,573 | 81.33 | 11,815,138 | 18.67 | 63,271,375 | 61.24 | 25,094,484 |
11 | To re-elect Andrew S. Broderick as director. | 88,270,653 | 99.88 | 104,020 | 0.12 | 88,364,337 | 85.52 | 1,522 |
12 | To re-elect Charlotte Pedersen as director. | 88,373,299 | 100.00 | 1,374 | 0.00 | 88,364,337 | 85.52 | 1,522 |
13 | To re-elect Charlotte Pedersen as director. (INDEPENDENT VOTE) | 63,400,737 | 100.00 | 1,374 | 0.00 | 63,391,775 | 61.36 | 24,974,084
|
14 | To re-elect Charlotte Andsager as director. | 87,684,787 | 99.52 | 423,889 | 0.48 | 88,098,340 | 85.27 | 267,519 |
15 | To re-elect Charlotte Andsager as director. (INDEPENDENT VOTE) | 62,812,225 | 99.33 | 423,889 | 0.67 | 63,225,778 | 61.20 | 25,140,081 |
16 | To re-elect Enrique Dupuy de Lome Chavarri as director. | 88,373,260 | 100.00 | 1,101 | 0.00 | 88,364,025 | 85.52 | 1,834 |
17 | To re-elect Enrique Dupuy de Lome Chavarri as director. (INDEPENDENT VOTE) | 63,400,698 | 100.00 | 1,101 | 0.00 | 63,391,463 | 61.36 | 24,974,396 |
18 | To re-elect Anthony Radev as director. | 86,440,382 | 97.81 | 1,933,979 | 2.19 | 88,364,025 | 85.52 | 1,834 |
19 | To re-elect Anthony Radev as director. (INDEPENDENT VOTE) | 61,467,820 | 96.95 | 1,933,979 | 3.05 | 63,391,463 | 61.36 | 24,974,396 |
20 | To re-elect Anna Gatti as director. | 86,706,386 | 98.11 | 1,667,975 | 1.89 | 88,364,025 | 85.52 | 1,834 |
21 | To re-elect Anna Gatti as director. (INDEPENDENT VOTE) | 61,733,824 | 97.37 | 1,667,975 | 2.63 | 63,391,463 | 61.36 | 24,974,396 |
22 | To elect Phit Lian Chong as director. | 88,373,215 | 100.00 | 1,146 | 0.00 | 88,364,025 | 85.52 | 1,834 |
23 | To elect Phit Lian Chong as director. (INDEPENDENT VOTE) | 63,400,653 | 100.00 | 1,146 | 0.00 | 63,391,463 | 61.36 | 24,974,396 |
24 | To re-appoint PricewaterhouseCoopers LLP as the Company's auditors from the conclusion of the AGM until the conclusion of the next AGM. | 85,951,356 | 97.26 | 2,423,452 | 2.74 | 88,364,472 | 85.52 | 1,387 |
25 | To authorise the audit committee to agree the remuneration of the auditors. | 88,029,136 | 99.61 | 345,743 | 0.39 | 88,364,543 | 85.52 | 1,316 |
26 | To authorise the directors to allot shares. | 85,937,935 | 97.24 | 2,436,942 | 2.76 | 88,364,541 | 85.52 | 1,318 |
Special resolutions
| ||||||||
27 | To disapply pre-emption rights. | 75,541,765 | 85.48 | 12,833,147 | 14.52 | 88,364,576 | 85.52 | 1,283 |
28 | To disapply pre-emption rights in connection with an acquisition or specified capital investment. | 69,019,407 | 78.10 | 19,355,505 | 21.90 | 88,364,576 | 85.52 | 1,283 |
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 2023 together with the related directors' and auditor's report (the "2023 Annual Report and Accounts"). | 18,210,086 | 100.00 | 69 | 0.00 | 18,203,960 | 17.62 | 43,094 |
2 | To approve the directors' remuneration report for the financial year ended 31 March 2023. | 12,596,781 | 69.02 | 5,653,578 | 30.98 | 18,244,164 | 17.66 | 2,889 |
3 | To approve the directors' remuneration policy set out in the 2023 Annual Report and Accounts. | 13,109,922 | 71.83 | 5,142,656 | 28.17 | 18,246,383 | 17.66 | 671 |
4 | To approve certain amendments to the rules of the Wizz Air Valuation Creation Plan. | 13,743,861 | 75.30 | 4,508,733 | 24.70 | 18,246,398 | 17.66 | 655 |
5 | To approve certain amendments to the rules of the Wizz Air Omnibus Plan. | 17,298,202 | 94.77 | 954,360 | 5.23 | 18,246,367 | 17.66 | 687 |
6 | To re-elect William A. Franke as director. | 16,957,444 | 93.06 | 1,264,208 | 6.94 | 18,215,457 | 17.63 | 31,596 |
7 | To re-elect József Váradi as director. | 18,238,846 | 99.92 | 13,720 | 0.08 | 18,246,371 | 17.66 | 682 |
8 | To re-elect Stephen L. Johnson as director. | 18,238,892 | 99.93 | 13,674 | 0.07 | 18,246,371 | 17.66 | 682 |
9 | To re-elect Barry Eccleston as director. | 15,662,646 | 85.89 | 2,574,052 | 14.11 | 18,230,502 | 17.65 | 16,551 |
10 | To re-elect Barry Eccleston as director. (INDEPENDENT VOTE) | 12,371,262 | 82.78 | 2,574,052 | 17.22 | 14,939,119 | 14.46 | 3,307,935 |
11 | To re-elect Andrew S. Broderick as director. | 18,238,890 | 99.93 | 13,676 | 0.07 | 18,246,371 | 17.66 | 682 |
12 | To re-elect Charlotte Pedersen as director. | 18,252,385 | 100.00 | 181 | 0.00 | 18,246,371 | 17.66 | 682 |
13 | To re-elect Charlotte Pedersen as director. (INDEPENDENT VOTE) | 14,961,001 | 100.00 | 181 | 0.00 | 14,954,987 | 14.48 | 3,292,066 |
14 | To re-elect Charlotte Andsager as director. | 18,154,991 | 99.66 | 62,516 | 0.34 | 18,211,312 | 17.63 | 35,741 |
15 | To re-elect Charlotte Andsager as director. (INDEPENDENT VOTE) | 14,876,788 | 99.58 | 62,516 | 0.42 | 14,933,109 | 14.46 | 3,313,945 |
16 | To re-elect Enrique Dupuy de Lome Chavarri as director. | 18,252,382 | 100.00 | 145 | 0.00 | 18,246,332 | 17.66 | 724 |
17 | To re-elect Enrique Dupuy de Lome Chavarri as director. (INDEPENDENT VOTE) | 14,960,999 | 100.00 | 145 | 0.00 | 14,954,949 | 14.48 | 3,292,107 |
18 | To re-elect Anthony Radev as director. | 17,978,465 | 98.50 | 274,063 | 1.50 | 18,246,332 | 17.66 | 724 |
19 | To re-elect Anthony Radev as director. (INDEPENDENT VOTE) | 14,687,081 | 98.17 | 274,063 | 1.83 | 14,954,949 | 14.48 | 3,292,107 |
20 | To re-elect Anna Gatti as director. | 18,013,524 | 98.69 | 239,004 | 1.31 | 18,246,332 | 17.66 | 724 |
21 | To re-elect Anna Gatti as director. (INDEPENDENT VOTE) | 14,722,140 | 98.40 | 239,004 | 1.60 | 14,954,949 | 14.48 | 3,292,107 |
22 | To elect Phit Lian Chong as director. | 18,252,377 | 100.00 | 151 | 0.00 | 18,246,332 | 17.66 | 724 |
23 | To elect Phit Lian Chong as director. (INDEPENDENT VOTE) | 14,960,993 | 100.00 | 151 | 0.00 | 14,954,949 | 14.48 | 3,292,107 |
24 | To re-appoint PricewaterhouseCoopers LLP as the Company's auditors from the conclusion of the AGM until the conclusion of the next AGM. | 16,581,791 | 90.85 | 1,670,796 | 9.15 | 18,246,391 | 17.66 | 665 |
25 | To authorise the audit committee to agree the remuneration of the auditors. | 18,200,563 | 99.71 | 52,032 | 0.29 | 18,246,401 | 17.66 | 655 |
26 | To authorise the directors to allot shares. | 16,270,629 | 89.14 | 1,981,967 | 10.86 | 18,246,400 | 17.66 | 656 |
Special resolutions
| ||||||||
27 | To disapply pre-emption rights. | 16,515,481 | 90.48 | 1,737,120 | 9.52 | 18,246,405 | 17.66 | 651 |
28 | To disapply pre-emption rights in connection with an acquisition or specified capital investment. | 13,864,109 | 75.96 | 4,388,492 | 24.04 | 18,246,405 | 17.66 | 651 |
*A vote withheld is not a vote in law and is not counted towards votes cast "For" or "Against" a resolution.
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ABOUT WIZZ AIR
Wizz Air, the fastest growing European ultra-low-cost airline, operates a fleet of 185 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.
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For more information:
Investors:
Zlatko Custovic, Wizz Air: +36 1 777 9407
Media:
Tamara Vallois, Wizz Air: +36 70 777 9324
James McFarlane / Eleni Menikou, MHP Group: +44 (0) 20 3128 8100