Last checked at 18 Jul 2017 13:43
RESULT OF ANNUAL GENERAL MEETING
ALL ORDINARY AND SPECIAL RESOLUTIONS DULY PASSED
Geneva, 18 July 2017: 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 2017 together with the related directors' and auditor's report | 47,988,047 | 96.73 | 1,623,313 | 3.27 | 49,611,360 | 68.45% | 511,978 |
2 | To approve the directors' remuneration report for the financial year ended 31 March 2017 | 47,008,515 | 93.79 | 3,114,822 | 6.21 | 50,123,337 | 69.16% | 0 |
3 | To re-elect William A. Franke as a Director | 48,285,750 | 98.02 | 974,191 | 1.98 | 49,259,941 | 67.96% | 863,397 |
4 | To re-elect József Váradi as a Director | 50,123,338 | 100.00 | 0 | 0.00 | 50,123,338 | 69.16% | 0 |
5 | To re-elect Thierry de Preux as a Director | 50,123,338 | 100.00 | 0 | 0.00 | 50,123,338 | 69.16% | 0 |
6 | To re-elect Thierry de Preux as a Director (Independent Shareholder Vote) | 50,123,338 | 100.00 | 0 | 0.00 | 50,123,338 | 69.16% | 0 |
7 | To re-elect Guido Demuynck as a Director | 49,132,649 | 98.02 | 990,689 | 1.98 | 50,123,338 | 69.16% | 0 |
8 | To re-elect Guido Demuynck as a Director (Independent Shareholder Vote) | 49,132,649 | 98.02 | 990,689 | 1.98 | 50,123,338 | 69.16% | 0 |
9 | To re-elect Simon Duffy as a Director | 45,221,499 | 92.05 | 3,904,821 | 7.95 | 49,126,320 | 67.78% | 997,017 |
10 | To re-elect Simon Duffy as a Director (Independent Shareholder Vote) | 45,221,499 | 92.05 | 3,904,821 | 7.95 | 49,126,320 | 67.78% | 997,017 |
11 | To re-elect Susan Hooper as a Director | 48,389,826 | 96.54 | 1,733,511 | 3.46 | 50,123,337 | 69.16% | 0 |
12 | To elect Susan Hooper as a Director (Independent Shareholder Vote) | 48,389,826 | 96.54 | 1,733,511 | 3.46 | 50,123,337 | 69.16% | 0 |
13 | To re-elect Stephen L. Johnson as a Director | 33,473,630 | 67.44 | 16,163,948 | 32.56 | 49,637,578 | 68.48% | 485,759 |
14 | To re-elect John McMahon as a Director | 48,389,584 | 96.54 | 1,733,753 | 3.46 | 50,123,337 | 69.16% | 0 |
15 | To re-elect John McMahon as a Director (Independent Shareholder Vote) | 48,389,584 | 96.54 | 1,733,753 | 3.46 | 50,123,337 | 69.16% | 0 |
16 | To re-elect John R. Wilson as a Director | 49,637,579 | 100.00 | 0 | 0.00 | 49,637,579 | 68.48% | 485,759 |
17 | To elect Wioletta Rosolowska as a Director | 50,123,338 | 100.00 | 0 | 0.00 | 50,123,338 | 69.16% | 0 |
18 | To elect Wioletta Rosolowska as a Director (Independent Shareholder Vote) | 50,123,338 | 100.00 | 0 | 0.00 | 50,123,338 | 69.16% | 0 |
19 | To re-appoint PricewaterhouseCoopers LLP as the Company's auditors | 44,186,450 | 88.48 | 5,754,547 | 11.52 | 49,940,997 | 68.90% | 182,340 |
20 | To authorise the directors and/or the audit committee to agree the auditors' remuneration | 36,350,959 | 72.52 | 13,772,379 | 27.48 | 50,123,338 | 69.16% | 0 |
21 | To authorise the directors to allot shares or grant rights to subscribe for or to convert any security into shares | 46,290,240 | 92.35 | 3,833,098 | 7.65 | 50,123,338 | 69.16% | 0 |
Special Resolution | ||||||||
22 | Disapplication of pre-emption rights. | 49,188,207 | 98.13 | 935,131 | 1.87 | 50,123,338 | 69.16% | 0 |
23 | Disapplication of pre-emption rights in connection with an acquisition or specified capital investment | 46,377,888 | 92.53 | 3,745,450 | 7.47 | 50,123,338 | 69.16% | 0 |
*A vote withheld is not a vote in law and is not counted towards votes cast "For" or "Against" a resolution.
The board of directors of the Company ("Board") notes the significant proportion of votes cast against resolution 13 (re-election of Stephen L. Johnson as a director) and resolution 20 (authorisation of the directors and/or the Audit Committee to agree the auditors' remuneration). The Board will undertake a detailed review of any feedback received on these resolutions to ensure it fully understands the reasons behind the voting results and allow it to understand shareholders' concerns. In particular, the Board notes the following in respect of resolutions 13 and 20:
Resolution 13 - The Board understands that certain shareholders voted against the re-election of Mr. Stephen L. Johnson as a result of his attending 5 out of 7 Board meetings held during the financial year ended 31 March 2017. In the financial year ended 31 March 2017, two board meetings of American Airlines Inc., of which Mr. Johnson is Executive Vice President Corporate Affairs, clashed with scheduled Wizz Air board meetings. Mr. Johnson possesses exceptional airline management experience and is a very strong contributor on all areas of Wizz Air's business and governance - both inside and outside formal Board meetings. His expertise remains invaluable to the Company. We confirm that Mr. Johnson has attended every Board meeting in the current year.
Resolution 20 - The Board understands that certain shareholders voted against the authority to agree the auditor's remuneration as a result of the balance between audit related fees and fees paid for taxation services. PwC have been Wizz Air's auditors since 2007 and the selection of PwC to provide taxation services reflected their in-depth knowledge of Wizz Air's business from before the Company's successful admission to the London Stock Exchange. The Board and Audit Committee recognise the importance of a clear division of service providers for the provision of audit and non-audit services and, in particular, the Company's main tax adviser. In line with that recognition, the Audit Committee approved the plan for the statutory audit to be tendered in the 2018 financial year (which also represents the Company's voluntary compliance with CMA Order from the European Union). The tendering process will also ensure that audit and non-audit services will be properly separated. The Committee trusts that these measures will overall support the independence, objectivity and value for money of the audit process.
In accordance with paragraph 9.2.2E of the Listing Rules, the resolutions to re-elect Thierry de Preux, Guido Demuynck, Simon Duffy, Susan Hooper and John McMahon as directors of the Company were approved by (a) the shareholders of the Company (resolutions 5, 7, 9, 11 and 14) and (b) the independent shareholders of the Company (resolutions 6, 8, 10, 12 and 15).
In accordance with paragraph 9.6.2R of the Listing Rules, a copy of the special resolution approved at the AGM has been forwarded to the Financial Conduct Authority for publication through the Document Viewing Facility and will be accessible via the National Storage Mechanism website (www.hemscott.com/nsm.do).
The total voting rights of the Company as at 1:00 p.m. on 16 July 2017, being the day on which shareholders had to be on the Company's shareholder register in order to be eligible to vote, was 72,479,671.
The AGM results will also be made available on the Company's website: http://corporate.www.wizzair.com.
- Ends-
ABOUT WIZZ AIR
Wizz Air is the largest low-cost airline in Central and Eastern Europe, operates a fleet of 83 Airbus A320 and Airbus A321 aircraft, and offers more than 500 routes from 28 bases, connecting 142 destinations across 43 countries. At Wizz Air, a team of approximately 3,300 aviation professionals delivers superior service and very low ticket prices making Wizz Air the preferred choice of 23 million passengers in 2016. Wizz Air is listed on the London Stock Exchange under the ticker WIZZ and is included in the FTSE 250 and FTSE All-Share Indices. Wizz Air is registered under the International Air Transport Association (IATA), Operational Safety Audit (IOSA), the global benchmark in airline safety recognition. The company was recently named 2016 Value Airline of the Year by the editors of Air Transport World, one of the leading airline trade magazines, as well as 2016 Low Cost Airline of the Year by the Center for Aviation (CAPA), a leading provider of independent aviation market intelligence.
For more information: | ||
Investors: | Iain Wetherall, Wizz Air: | + 41 22 555 9873 |
Balint Veres, Wizz Air: | + 36 1 777 9349 | |
Media: | Tamara Vallois, Wizz Air: | + 36 1 777 9324 |
Edward Bridges / Jonathan Neilan, FTI Consulting LLP: | + 44 20 3727 1000 | |