REG - Wizz Air Holdings - Result of AGM
Thu 07:02
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RNS Number : 3980S Wizz Air Holdings PLC 24 July 2025
Wizz Air Holdings Plc
24 July 2025
Wizz Air Holdings Plc
RESULT OF ANNUAL GENERAL MEETING
SHAREHOLDERS APPROVE ALL ORDINARY AND SPECIAL RESOLUTIONS AT WIZZ AIR'S 2025
AGM
Geneva, 24 July 2025: Wizz Air Holdings Plc ("Wizz Air" or the "Company"),
announces that at its annual general meeting ("AGM") held yesterday, all
ordinary and special resolutions were passed. All resolutions were decided by
poll.
The total voting rights of the Company as at 7:00 p.m. (CEST) on 21 July 2025,
being the time at which shareholders had to be on the Company's shareholder
register in order to be eligible to vote, was 103,402,180.
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 7, 10, 12, 14, 16, 18 and 20) and (b) the independent
shareholders of the Company (resolutions 8, 11, 13, 15, 17, 19 and 21).
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/r06/___https:/data.fca.org.uk/___.ZXV3MjpuZXh0MTU6YzpvOjdjODU3MjI4ZjVlNTI0YmUwNDVhY2IzZDZmZGVhMTIxOjc6YzMxNTo0NmI3ZjE2NWUwZDc1NDk3YTE4MzFlYTkxOTkwM2IxMjliZjYyNzNjODY1ZDU0Zjg0ZDIyYTliMmJiYjg2N2MzOnA6RjpU#/nsm/nationalstoragemechanism)
).
The AGM results will also be made available on the Company's website: General
Meetings (wizzair.com)
(https://protect.checkpoint.com/v2/r06/___https:/wizzair.com/js-lgdnsktwrfynts-fsi-xjwAnhjxdnsAjxytw-wjqfyntsxdnsAjxytwxdljsjwfq-rjjynslx___.ZXV3MjpuZXh0MTU6YzpvOjdjODU3MjI4ZjVlNTI0YmUwNDVhY2IzZDZmZGVhMTIxOjc6OWZlZDowZWNhM2JjMTI0MzQ3YjAwMGVjZjk3NzYxNDVjMDU2YmU0MDIwYzc2YzNlY2U5NzdjZWY3YzIzY2YxYTAxNGMyOnA6RjpU)
.
The Board notes that resolution 2, being approval of the Directors'
Remuneration Report, 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.
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 total number of votes that were cast without
showing 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 25 June 2025. 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/r06/___http:/corporate.wizzair.com___.ZXV3MjpuZXh0MTU6YzpvOjdjODU3MjI4ZjVlNTI0YmUwNDVhY2IzZDZmZGVhMTIxOjc6Zjk4YzpmNmJhZmRlZGI3NjJhZGJiMDA4Y2MxYWJlNzI0NmUxNjI2ZTg5MWZlNDc4ZDUyZjY3MGIzOTM2MzZkZjQ0ZDA3OnA6RjpU)
.
Table 1 - total votes cast (without showing the effect of disenfranchising
shares held by Non-Qualifying Nationals)
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 60,785,730 1,072,762
ended 31 March 2025 together with the related directors' and auditor's report
(the "2025 Annual Report and Accounts"). 99.95% 31,405 60,817,135 58.82%
0.05%
2 To approve the Directors' Remuneration Report for the financial year ended 31 44,399,884 71.75% 28.25% 61,878,540 59.84% 11,357
March 2025.
17,478,656
3 To approve the initial opt-in by József Váradi in a private pension scheme 61,731,703 99.81% 119,889 0.19% 61,851,592 59.82% 38,305
introduced by the Company and an additional contribution by the Company of up
to 1.5% of his salary.
4 To re-elect William A. Franke as director. 58,937,337 95.37% 2,862,457 4.63% 61,799,794 59.77% 90,103
5 To re-elect József Váradi as director. 61,494,302 99.38% 383,191 0.62% 61,877,493 59.84% 12,404
6 To re-elect Stephen L. Johnson as director. 61,494,198 99.38% 382,948 0.62% 61,877,146 59.84% 12,751
7 To re-elect Barry Eccleston as director. 57,788,062 93.39% 4,089,084 6.61% 61,877,146 59.84% 12,751
8 To re-elect Barry Eccleston as director. 32,927,712 89.04% 4,054,370 10.96% 36,982,082 35.77% 24,907,815
(INDEPENDENT VOTE)
9 To re-elect Andrew S. Broderick as director. 61,453,053 99.32% 422,833 0.68% 61,875,886 59.84% 14,011
10 To re-elect Charlotte Pedersen as director. 61,731,054 99.77% 145,331 0.23% 61,876,385 59.84% 13,512
11 To re-elect Charlotte Pedersen as director. 36,871,882 99.70% 110,289 0.30% 36,982,171 35.77% 24,907,726
(INDEPENDENT VOTE)
12 To re-elect Charlotte Andsager as director. 61,239,514 98.97% 637,731 1.03% 61,877,245 59.84% 12,652
13 To re-elect Charlotte Andsager as director. (INDEPENDENT VOTE) 36,382,848 98.38% 598,463 1.62% 36,981,311 35.76% 24,908,586
14 To re-elect Enrique Dupuy de Lome Chavarri as director. 61,279,406 99.03% 597,740 0.97% 61,877,146 59.84% 12,751
15 To re-elect Enrique Dupuy de Lome Chavarri as director. 36,384,337 98.38% 597,735 1.62% 36,982,072 35.77% 24,907,825
(INDEPENDENT VOTE)
16 To re-elect Anthony Radev as director. 60,023,163 97.00% 1,853,983 3.00% 61,877,146 59.84% 12,751
17 To re-elect Anthony Radev as director. 35,167,251 95.09% 1,814,821 4.91% 36,982,072 35.77% 24,907,825
(INDEPENDENT VOTE)
18 To re-elect Anna Gatti as director. 60,061,948 97.07% 1,815,297 2.93% 61,877,245 59.84% 12,652
19 To re-elect Anna Gatti as director. 35,167,659 95.09% 1,814,512 4.91% 36,982,171 35.77% 24,907,726
(INDEPENDENT VOTE)
20 To re-elect Phit Lian Chong as director. 61,766,270 99.82% 110,876 0.18% 61,877,146 59.84% 12,751
21 To re-elect Phit Lian Chong as director. 36,871,255 99.70% 110,817 0.30% 36,982,072 35.77% 24,907,825
(INDEPENDENT VOTE)
22 To re-appoint PricewaterhouseCoopers LLP as the Company's auditors from the 61,819,524 99.90% 59,629 0.10% 61,879,153 59.84% 10,744
conclusion of the AGM until the conclusion of the next AGM.
23 To authorise the audit committee to agree the remuneration of the auditors. 61,845,704 99.95% 33,469 0.05% 61,879,173 59.84% 10,724
24 To authorise the directors to allot shares. 61,226,526 98.95% 652,617 1.05% 61,879,143 59.84% 10,754
Special resolutions
25 To disapply pre-emption rights. 57,667,748 93.19% 4,211,022 6.81% 61,878,770 59.84% 11,127
26 To disapply pre-emption rights in connection with an acquisition or specified 56,548,341 91.38% 5,331,581 8.62% 61,879,922 59.84% 9,975
capital investment.
Table 2 - results of the poll taken at the AGM (post disenfranchisement)
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 21,739,976 99.95% 10,284 0.05% 21.03%
ended 31 March 2025 together with the related directors' and auditor's report
(the "2025 Annual Report and Accounts"). 1,072,762
21,750,261
2 To approve the Directors' Remuneration Report for the financial year ended 31 16,713,439 72.63% 6,299,725 27.37% 23,013,165 22.26%
March 2025.
11,357
3 To approve the initial opt-in by József Váradi in a private pension scheme 99.85% 32,330 0.15% 21,992,979 21.27%
introduced by the Company and an additional contribution by the Company of up
to 1.5% of his salary. 21,960,649 38,305
4 To re-elect William A. Franke as director. 21,022,409 95.72% 939,659 4.28% 21.24%
21,962,068 90,103
5 To re-elect József Váradi as director. 21,908,393 99.52% 106,056 0.48% 21.29%
22,014,450 12,404
6 To re-elect Stephen L. Johnson as director. 21,908,367 99.52% 105,996 0.48% 22,014,363 21.29%
12,751
7 To re-elect Barry Eccleston as director. 20,836,427 94.52% 1,207,215 5.48% 22,043,642 21.32%
12,751
8 To re-elect Barry Eccleston as director. 14,652,050 92.49% 1,188,966 7.51% 15,841,016 15.32%
(INDEPENDENT VOTE) 24,907,815
9 To re-elect Andrew S. Broderick as director. 21,898,116 99.47% 115,933 0.53% 22,014,049 21.29%
14,011
10 To re-elect Charlotte Pedersen as director. 21,975,505 99.79% 46,180 0.21% 22,021,684 21.30%
13,512
11 To re-elect Charlotte Pedersen as director. 15,781,821 99.81% 29,938 0.19% 15,811,759 15.29%
(INDEPENDENT VOTE) 24,907,726
12 To re-elect Charlotte Andsager as director. 21,818,567 99.03% 212,778 0.97% 22,031,345 21.31%
12,652
13 To re-elect Charlotte Andsager as director. (INDEPENDENT VOTE) 15,625,508 98.72% 202,995 1.28% 15,828,502 15.31%
24,908,586
14 To re-elect Enrique Dupuy de Lome Chavarri as director. 21,828,506 99.08% 202,814 0.92% 22,031,321 21.31%
12,751
15 To re-elect Enrique Dupuy de Lome Chavarri as director. 15,625,879 98.72% 202,813 1.28% 15,828,692 15.31%
(INDEPENDENT VOTE) 24,907,825
16 To re-elect Anthony Radev as director. 21,516,240 97.69% 508,975 2.31% 22,025,215 21.30%
12,751
17 To re-elect Anthony Radev as director. 15,323,368 96.84% 499,218 3.16% 15,822,586 15.30%
(INDEPENDENT VOTE) 24,907,825
18 To re-elect Anna Gatti as director. 21,525,903 97.73% 499,336 2.27% 22,025,239 21.30%
12,652
19 To re-elect Anna Gatti as director. 15,323,470 96.85% 499,141 3.15% 15,822,610 15.30%
(INDEPENDENT VOTE) 24,907,726
20 To re-elect Phit Lian Chong as director. 21,984,279 99.86% 30,085 0.14% 22,014,363 21.29%
12,751
21 To re-elect Phit Lian Chong as director. 15,781,665 99.81% 30,070 0.19% 15,811,734 15.29%
(INDEPENDENT VOTE) 24,907,825
22 To re-appoint PricewaterhouseCoopers LLP as the Company's auditors from the 21,982,530 99.85% 32,333 0.15% 22,014,863 21.29%
conclusion of the AGM until the conclusion of the next AGM.
10,744
23 To authorise the audit committee to agree the remuneration of the auditors. 22,004,070 99.95% 10,799 0.05% 22,014,868 21.29%
10,724
24 To authorise the directors to allot shares. 21,690,051 98.46% 339,759 1.54% 22,029,811 21.30%
10,754
Special resolutions
25 To disapply pre-emption rights. 20,653,421 93.75% 1,376,296 6.25% 22,029,717 21.30% 11,127
26 To disapply pre-emption rights in connection with an acquisition or specified 19,691,784 89.38% 2,340,391 10.62% 22,032,175 21.31%
capital investment.
9,975
*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 operates a fleet of 237 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 63.4 million passengers in FY2025.
Wizz Air is listed on the London Stock Exchange under the ticker WIZZ. The
company was 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 recognized as the "Most Sustainable Low-Cost Airline"
between 2021-2024 and "Best Airline for Carbon Reduction" by World Finance
Sustainability Awards in 2024. Wizz Air also received "EMEA's Environmental
Sustainability Airline Group of the Year" by the CAPA-Centre for Aviation
Awards for Excellence 2024.
For more information:
Investors:
Mark Simpson, Wizz Air
Beata Szanto, Wizz
Air
investor.relations@wizzair.com
Media:
Andras Rado, Wizz Air
communications@wizzair.com
James McFarlane / Eleni Menikou / Charles Hirst, MHP Group
wizz@mhpgroup.com
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