REG - Wizz Air Holdings - Result of AGM

Wizz Air HoldingsAnnouncement

13/09/2022 17:00

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RNS Number : 3322Z  Wizz Air Holdings PLC  13 September 2022

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
(https://data.fca.org.uk/#/nsm/nationalstoragemechanism) ).

 

The AGM results will also be made available on the Company's website: General
Meetings (wizzair.com)
(https://wizzair.com/en-gb/information-and-services/investor-relations/investors/general-meetings)
.

 

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
(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       92,928,226  99.99   12,771         0.01   92,940,997                              90.03                            220,910
         ended 31 March 2022 together with the related directors' and auditor's report.
 2       To approve the Directors' Remuneration Report for the financial year ended 31    74,889,984  80.39   18,271,782     19.61  93,161,766                              90.24                            142
         March 2022, set out on pages 102 to 105 and pages 114 to 122 of the 2022
         Annual Report and Accounts.
 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            62,592,538  91.79   5,596,488      8.21   68,189,026                              66.05                            24,972,887
         Shareholder vote).
 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         68,088,069  99.85   100,960        0.15   68,189,029                              66.05                            24,972,887
         Shareholder vote).
 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         67,454,275  98.90   734,756        1.08   68,189,031                              66.05                            24,972,887
         Shareholder vote).
 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          68,088,321  99.85   100,712        0.15   68,189,033                              66.05                            24,972,887
         (Independent Shareholder vote).
 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              67,902,424  99.58   286,611        0.42   68,189,035                              66.05                            24,972,887
         Shareholder vote).
 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        68,188,413  100.00  624            0.00   68,189,037                              66.05                            24,972,887
         vote).
 19      To re-appoint PricewaterhouseCoopers LLP as the Company's auditors from the      92,562,093  99.36   599,507        0.64   93,161,600                              90.24                            325
         conclusion of the AGM until the conclusion of the next AGM of the Company.
 20      To authorise the audit committee (for and on behalf of the Board) to agree the   92,765,119  99.57   396,768        0.43   93,161,887                              90.24                            39
         remuneration of the auditors.
 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        92,332,851  99.11   828,856        0.89   93,161,707                              90.24                            222
         specified capital investment.

 

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       16,398,438  99.99   1,995          0.01   16,400,432   15.89                            24,963
         ended 31 March 2022 together with the related directors' and auditor's report.
 2       To approve the Directors' Remuneration Report for the financial year ended 31    13,384,492  81.48   3,041,329      18.52  16,425,821   15.91                            16
         March 2022, set out on pages 102 to 105 and pages 114 to 122 of the 2022
         Annual Report and Accounts.
 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            12,967,222  95.32   636,243        4.68   13,603,465   13.18                            2,821,936
         Shareholder vote).
 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         13,592,060  99.92   11,408         0.08   13,603,468   13.18                            2,821,936
         Shareholder vote).
 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         13,520,443  99.39   83,027         0.61   13,603,470   13.18                            2,821,936
         Shareholder vote).
 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          13,592,092  99.92   11,380         0.08   13,603,472   13.18                            2,821,936
         (Independent Shareholder vote).
 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              13,571,087  99.76   32,387         0.24   13,603,474   13.18                            2,821,936
         Shareholder vote).
 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        13,603,405  100.00  71             0.00   13,603,476   13.18                            2,821,936
         vote).
 19      To re-appoint PricewaterhouseCoopers LLP as the Company's auditors from the      16,351,822  99.55   73,554         0.45   16,425,377   15.91                            37
         conclusion of the AGM until the conclusion of the next AGM of the Company.
 20      To authorise the audit committee (for and on behalf of the Board) to agree the   16,380,575  99.73   44,835         0.27   16,425,410   15.91                            4
         remuneration of the auditors.
 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        16,324,102  99.41   96,472         0.59   16,420,575   15.91                            25
         specified capital investment.

 

 

*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
 (http://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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