REG - Wizz Air Holdings - Result of AGM

Wizz Air HoldingsAnnouncement

25/09/2024 16:00

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RNS Number : 6753F  Wizz Air Holdings PLC  25 September 2024

Wizz Air Holdings Plc

25 September 2024

 

 

 

Wizz Air Holdings Plc

 

RESULT OF ANNUAL GENERAL MEETING

 

Geneva, 25 September 2024: 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 apart from one
resolution which was not passed as detailed further below. All resolutions
were decided by poll.

 

The total voting rights of the Company as at 4.00 p.m. (CEST) on 23 September
2024, being the time at which shareholders had to be on the Company's
shareholder register in order to be eligible to vote, was 103,381,671.

 

In accordance with paragraph 6.2.8 of the UK Listing Rules, the resolutions to
re-elect Barry Eccleston,  Charlotte Pedersen, Charlotte Andsager, Enrique
Dupuy de Lome Chavarri, Anthony Radev, Anna Gatti and Phit Lian Chong as
directors of the Company were approved by (a) the shareholders of the Company
(resolutions 8, 11, 13, 15, 17, 19 and 21) and (b) the independent
shareholders of the Company (resolutions 9, 12, 14, 16, 18, 20 and 22).

 

In accordance with paragraph 6.4.2 of the UK 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://protect.checkpoint.com/v2/___https:/data.fca.org.uk/___.bXQtcHJvZC1jcC1ldXcyLTE6bmV4dDE1OmM6bzpjYzM0OWJkMzQ5YTVlODQ1YmIwM2IwMTUxNjVhOTRlYjo2OmFiMWQ6NTk2MTFhZGVmNWIwOGJjZmQ4MzY4MzM0ZWQzYTZmMTljMDZkZjdjM2U0MzliNTNmNzIzZmMwMmI0NzlmODdmZDpwOkY6Tg#/nsm/nationalstoragemechanism)
).

 

The AGM results will also be made available on the Company's website: General
Meetings (wizzair.com)
(https://protect.checkpoint.com/v2/___https:/wizzair.com/en-gb/information-and-services/investor-relations/investors/general-meetings___.bXQtcHJvZC1jcC1ldXcyLTE6bmV4dDE1OmM6bzpjYzM0OWJkMzQ5YTVlODQ1YmIwM2IwMTUxNjVhOTRlYjo2OjRmYjg6YzNkMThlY2FlMWY4NTU5YjY3NzAyMzE3NjFjN2Q0YTg0N2Y5MGIyYTUyOGRhMGU1NzJkYzNlZDdkMmYwMTM3ZjpwOkY6Tg)
.

 

The Board notes that resolutions 3, 4, 8 and 9, being approval of the
Directors' Remuneration Policy, approval of the amendments to the rules of the
Wizz Air Omnibus Plan, re-election of Barry Eccleston as a director and
re-election of Barry Eccleston as a director (Independent shareholder vote),
respectively, had more than 20% of votes cast against following the
proportionate disenfranchisement of Non-Qualifying Nationals described below.

 

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.

 

Resolution 27 (disapplication of pre-emption rights in connection with an
acquisition or specified capital investment) was not passed at the AGM as
74.77% of votes were cast in favour and 25.23% of votes were cast against
following the proportionate disenfranchisement of Non-Qualifying Nationals
described below (as a special resolution, resolution 27 required at least 75%
of votes cast to be in favour in order to pass). The Board notes that
resolution 27 was in line with the Pre-Emption Group's Statement of
Principles, as revised in November 2022, and was consistent with the approach
taken by the Company at prior annual general meetings which was to seek
disapplication authorities in line with the statement of principles in effect
at the time. As noted in the notice of AGM, the directors have no present
intention of exercising the authorities in resolution 26 (which was passed at
the AGM) other than in connection with the Company's employee share schemes.

 

The Board is pleased that most 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 4 September 2024. 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
(https://protect.checkpoint.com/v2/___http:/corporate.wizzair.com___.bXQtcHJvZC1jcC1ldXcyLTE6bmV4dDE1OmM6bzpjYzM0OWJkMzQ5YTVlODQ1YmIwM2IwMTUxNjVhOTRlYjo2OmMxZjg6MzBhM2UxYmVkYTBhZjkwYTZkNmU5ZTllYmU2MzUxZDJjYWUyODBiMWFhMTJkMWIwN2U2NDc5MDExOWJiM2QxMjpwOkY6Tg)
.

 

 

 

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      76,715,123  99.99%  9,581          0.01%   76,724,704                              74.21%                           1,342,685
         ended 31 March 2024 together with the related directors' and auditor's report
         (the "2024 Annual Report and Accounts").
 2       To approve the directors' remuneration report for the financial year ended 31   76,087,480  97.47%  1,977,570      2.53%   78,065,050                              75.51%                           2,339
         March 2024.
 3       To approve the directors' remuneration policy appended to the AGM Notice.       50,873,896  65.58%  26,696,682     34.42%  77,570,578                              75.03%                           496,811
 4       To approve certain amendments to the rules of the Wizz Air Omnibus Plan.        52,566,455  67.77%  25,003,569     32.23%  77,570,024                              75.03%                           497,365
 5       To re-elect William A. Franke as director.                                      71,670,799  92.77%  5,585,690      7.23%   77,256,489                              74.73%                           810,900
 6       To re-elect József Váradi as director.                                          77,836,907  99.71%  226,841        0.29%   78,063,748                              75.51%                           3,641
 7       To re-elect Stephen L. Johnson as director.                                     75,438,586  96.64%  2,625,675      3.36%   78,064,261                              75.51%                           3,128
 8       To re-elect Barry Eccleston as director.                                        67,077,663  85.93%  10,987,513     14.07%  78,065,176                              75.51%                           2,213
 9       To re-elect Barry Eccleston as director.                                        42,145,223  79.31%  10,994,039     20.69%  53,139,262                              51.40%                           24,928,127

         (INDEPENDENT VOTE)
 10      To re-elect Andrew S. Broderick as director.                                    77,839,596  99.71%  225,596        0.29%   78,065,192                              75.51%                           2,197
 11      To re-elect Charlotte Pedersen as director.                                     78,052,518  99.98%  12,341         0.02%   78,064,859                              75.51%                           2,530
 12      To re-elect Charlotte Pedersen as director.                                     53,127,330  99.98%  11,604         0.02%   53,138,934                              51.40%                           24,928,455

         (INDEPENDENT VOTE)
 13      To re-elect Charlotte Andsager as director.                                     77,586,811  99.39%  477,994        0.61%   78,064,805                              75.51%                           2,584
 14      To re-elect Charlotte Andsager as director. (INDEPENDENT VOTE)                  52,428,781  98.66%  710,099        1.34%   53,138,880                              51.40%                           24,928,509
 15      To re-elect Enrique Dupuy de Lome Chavarri as director.                         78,049,878  99.98%  13,636         0.02%   78,063,514                              75.51%                           3,875
 16      To re-elect Enrique Dupuy de Lome Chavarri as director.                         53,124,115  99.97%  13,474         0.03%   53,137,589                              51.40%                           24,929,800

         (INDEPENDENT VOTE)
 17      To re-elect Anthony Radev as director.                                          74,172,668  95.01%  3,891,607      4.99%   78,064,275                              75.51%                           3,114
 18      To re-elect Anthony Radev as director.                                          49,248,475  92.68%  3,889,875      7.32%   53,138,350                              51.40%                           24,929,039

         (INDEPENDENT VOTE)
 19      To re-elect Anna Gatti as director.                                             74,171,971  95.01%  3,892,618      4.99%   78,064,589                              75.51%                           2,800
 20      To re-elect Anna Gatti as director.                                             49,243,576  92.67%  3,895,089      7.33%   53,138,665                              51.40%                           24,928,724

         (INDEPENDENT VOTE)
 21      To re-elect Phit Lian Chong as director.                                        78,051,889  99.98%  12,934         0.02%   78,064,823                              75.51%                           2,566
 22      To re-elect Phit Lian Chong as director.                                        53,126,591  99.98%  12,307         0.02%   53,138,898                              51.40%                           24,928,491

         (INDEPENDENT VOTE)
 23      To re-appoint PricewaterhouseCoopers LLP as the Company's auditors from the     76,393,098  97.86%  1,672,105      2.14%   78,065,203                              75.51%                           2,186
         conclusion of the AGM until the conclusion of the next AGM.
 24      To authorise the audit committee to agree the remuneration of the auditors.     77,901,892  99.79%  163,316        0.21%   78,065,208                              75.51%                           2,181
 25      To authorise the directors to allot shares.                                     72,054,337  92.33%  5,982,594      7.67%   78,036,931                              75.48%                           30,458

 Special resolutions

 26      To disapply pre-emption rights.                                                 58,439,474  74.89%  19,596,857     25.11%  78,036,331                              75.48%                           31,058
 27      To disapply pre-emption rights in connection with an acquisition or specified   51,619,032  66.15%  26,417,887     33.85%  78,036,919                              75.48%                           30,470
         capital investment.

 

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      17,673,142  99.99%  1,533          0.01%   17,674,675                              17.10%                           214,869
         ended 31 March 2024 together with the related directors' and auditor's report
         (the "2024 Annual Report and Accounts").
 2       To approve the directors' remuneration report for the financial year ended 31   17,178,448  96.03%  710,722        3.97%   17,889,170                              17.30%                           374
         March 2024.
 3       To approve the directors' remuneration policy appended to the AGM notice.       11,281,085  63.32%  6,533,913      36.68%  17,814,998                              17.23%                           79,504
 4       To approve certain amendments to the rules of the Wizz Air Omnibus Plan.        13,161,848  73.89%  4,650,371      26.11%  17,812,220                              17.23%                           79,593
 5       To re-elect William A. Franke as director.                                      16,362,114  92.17%  1,390,529      7.83%   17,752,643                              17.17%                           136,901
 6       To re-elect József Váradi as director.                                          17,852,660  99.80%  36,301         0.20%   17,888,961                              17.30%                           583
 7       To re-elect Stephen L. Johnson as director.                                     17,099,775  95.59%  789,268        4.41%   17,889,044                              17.30%                           501
 8       To re-elect Barry Eccleston as director.                                        13,903,685  77.72%  3,984,974      22.28%  17,888,659                              17.30%                           354
 9       To re-elect Barry Eccleston as director.                                        9,914,492   71.32%  3,986,019      28.68%  13,900,510                              13.45%                           3,988,503

         (INDEPENDENT VOTE)
 10      To re-elect Andrew S. Broderick as director.                                    17,853,091  99.80%  36,102         0.20%   17,889,193                              17.30%                           352
 11      To re-elect Charlotte Pedersen as director.                                     17,887,164  99.99%  1,975          0.01%   17,889,139                              17.30%                           405
 12      To re-elect Charlotte Pedersen as director.                                     13,899,132  99.99%  1,857          0.01%   13,900,989                              13.45%                           3,988,555

         (INDEPENDENT VOTE)
 13      To re-elect Charlotte Andsager as director.                                     17,458,145  97.59%  430,986        2.41%   17,889,131                              17.30%                           414
 14      To re-elect Charlotte Andsager as director. (INDEPENDENT VOTE)                  13,445,533  96.64%  468,129        3.36%   13,913,662                              13.46%                           3,988,564
 15      To re-elect Enrique Dupuy de Lome Chavarri as director.                         17,886,742  99.99%  2,182          0.01%   17,888,924                              17.30%                           620
 16      To re-elect Enrique Dupuy de Lome Chavarri as director.                         13,898,617  99.98%  2,156          0.02%   13,900,774                              13.45%                           3,988,771

         (INDEPENDENT VOTE)
 17      To re-elect Anthony Radev as director.                                          15,584,165  87.12%  2,304,881      12.88%  17,889,046                              17.30%                           498
 18      To re-elect Anthony Radev as director.                                          11,596,292  83.42%  2,304,604      16.58%  13,900,895                              13.45%                           3,988,649

         (INDEPENDENT VOTE)
 19      To re-elect Anna Gatti as director.                                             15,584,053  87.11%  2,305,043      12.89%  17,889,096                              17.30%                           448
 20      To re-elect Anna Gatti as director.                                             11,595,508  83.42%  2,305,438      16.58%  13,900,946                              13.45%                           3,988,598

         (INDEPENDENT VOTE)
 21      To re-elect Phit Lian Chong as director.                                        17,887,064  99.99%  2,070          0.01%   17,889,133                              17.30%                           411
 22      To re-elect Phit Lian Chong as director.                                        13,899,014  99.99%  1,969          0.01%   13,900,983                              13.45%                           3,988,561

         (INDEPENDENT VOTE)
 23      To re-appoint PricewaterhouseCoopers LLP as the Company's auditors from the     17,555,043  98.13%  334,151        1.87%   17,889,194                              17.30%                           350
         conclusion of the AGM until the conclusion of the next AGM.
 24      To authorise the audit committee to agree the remuneration of the auditors.     17,863,060  99.85%  26,135         0.15%   17,889,195                              17.30%                           349
 25      To authorise the directors to allot shares.                                     16,844,604  94.18%  1,040,066      5.82%   17,884,670                              17.30%                           4,874

 Special resolutions

 26      To disapply pre-emption rights.                                                 14,501,387  81.08%  3,383,187      18.92%  17,884,574                              17.30%                           4,970
 27      To disapply pre-emption rights in connection with an acquisition or specified   13,372,627  74.77%  4,512,041      25.23%  17,884,668                              17.30%                           4,876
         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, one of the most sustainable European airlines, operates a fleet of
over 220 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 62 million passengers in the financial year ending 31
March 2024. Wizz Air is listed on the London Stock Exchange under the ticker
WIZZ. The company was recently named the World's Top 5 Safest Low-Cost
Airlines 2024 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 2021-2024
and the "Global Environmental Sustainability Airline Group of the Year" by the
CAPA-Centre for Aviation Awards for Excellence 2022-2023.

 

 

For more information:

 

 Investors:  Mark Simpson, Wizz Air                                       +36 1 777 9407
             Dorottya Durucsko, Wizz Air

 Media:      Andras Rado, Wizz Air                                        +36 1 777 9324

             James McFarlane / Eleni Menikou/ Charles Hirst, MHP Group:   +44 (0) 20 3128 8100

 

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