TIDMWIZZ
RNS Number : 6490G
Wizz Air Holdings PLC
27 July 2021
RESULT OF ANNUAL GENERAL MEETING
ALL ORDINARY AND SPECIAL RESOLUTIONS DULY PASSED
Geneva, 27 July 2021: 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 Votes
Share Capital Withheld*
Voted
Ordinary resolutions
--- ------------------------- ----------- ------ -------------- ------ ------------ -------------- -----------
To receive the Company's
annual report and
accounts for the
financial year ended 31
March
2021 together with the
related directors' and
1 auditor's report. 16,380,655 99.70 49,667 0.30 16,430,899 15.95% 26,693
--- ------------------------- ----------- ------ -------------- ------ ------------ -------------- -----------
2 THAT the Directors' 10,994,259 66.80 5,462,746 33.20 16,456,428 15.97% 10
Remuneration Policy, set
out on pages 84 to 90 of
the 2021 Annual Report
and Accounts, be and is
hereby approved and
takes effect immediately
after the end of the
AGM on 27 July 2021.
--- ------------------------- ----------- ------ -------------- ------ ------------ -------------- -----------
3 THAT the Directors' 16,269,317 98.86 187,688 1.14 16,457,582 15.97% 10
Remuneration Report for
the financial year ended
31 March 2021, set out
on pages 80 to 98 of the
2021 Annual Report and
Accounts (excluding the
part containing the
Directors' Remuneration
Policy), be and is
hereby approved.
--- ------------------------- ----------- ------ -------------- ------ ------------ -------------- -----------
To approve the Wizz Air
4 Omnibus Plan 15,615,567 94.89 841,442 5.11 16,457,586 15.97% 6
--- ------------------------- ----------- ------ -------------- ------ ------------ -------------- -----------
5 To approve of the Wizz 11,118,557 67.56 5,338,452 32.44 16,457,586 15.97% 6
Air Value Creation Plan
--- ------------------------- ----------- ------ -------------- ------ ------------ -------------- -----------
6 To re-elect William A. 14,498,266 88.19 1,941,189 11.81 16,440,032 15.95% 17,560
Franke as a director of
the company.
--- ------------------------- ----------- ------ -------------- ------ ------------ -------------- -----------
7 To re-elect József 16,412,313 99.73 44,696 0.27 16,457,586 15.97% 6
Váradi as a
director of the company.
--- ------------------------- ----------- ------ -------------- ------ ------------ -------------- -----------
8 To re-elect Simon Duffy 14,293,239 86.85 2,163,770 13.15 16,457,586 15.97% 6
as a director of the
company.
--- ------------------------- ----------- ------ -------------- ------ ------------ -------------- -----------
9 To re-elect Simon Duffy 11,858,058 84.27 2,213,437 15.73 14,072,072 13.66% 2,385,520
as a director of the
Company (Independent
Shareholder vote).
--- ------------------------- ----------- ------ -------------- ------ ------------ -------------- -----------
10 To re-elect Stephen L. 16,412,084 99.73 44,926 0.27 16,457,586 15.97% 6
Johnson as a director of
the company.
--- ------------------------- ----------- ------ -------------- ------ ------------ -------------- -----------
11 To re-elect Barry 15,733,223 95.60 723,787 4.40 16,457,586 15.97% 6
Eccleston as a director
of the company.
--- ------------------------- ----------- ------ -------------- ------ ------------ -------------- -----------
12 To re-elect Barry 13,371,295 95.02 700,200 4.98 14,072,073 13.66% 2,385,519
Eccleston as a director
of the Company
(Independent Shareholder
vote).
--- ------------------------- ----------- ------ -------------- ------ ------------ -------------- -----------
13 To re-elect Andrew S. 16,412,084 99.73 44,926 0.27 16,457,586 15.97% 6
Broderick as a director
of the company.
--- ------------------------- ----------- ------ -------------- ------ ------------ -------------- -----------
14 To re-elect Charlotte 16,386,379 99.57 70,630 0.43 16,457,586 15.97% 6
Pedersen as a director
of the company.
--- ------------------------- ----------- ------ -------------- ------ ------------ -------------- -----------
15 To re-elect Charlotte 14,000,866 99.50 70,630 0.50 14,072,073 13.66% 2,385,519
Pedersen as a director
of the Company
(Independent Shareholder
vote).
--- ------------------------- ----------- ------ -------------- ------ ------------ -------------- -----------
16 To elect Charlotte 15,884,529 95.52 572,480 3.48 16,457,586 15.97% 6
Andsager as a director
of the company.
--- ------------------------- ----------- ------ -------------- ------ ------------ -------------- -----------
17 To elect Charlotte 13,499,015 95.93 572,480 4.07 14,072,073 13.66 2,385,519
Andsager as a director
of the Company
(Independent Shareholder
vote).
--- ------------------------- ----------- ------ -------------- ------ ------------ -------------- -----------
18 To elect Enrique Dupuy 16,415,937 99.75 41,072 0.25 16,457,586 15.97% 6
de Lome Chavarri as a
director of the company.
--- ------------------------- ----------- ------ -------------- ------ ------------ -------------- -----------
19 To elect Enrique Dupuy 14,030,423 99.71 41,072 0.25 14,072,073 13.66% 2,385,519
de Lome Chavarri as a
director of the Company
(Independent Shareholder
vote).
--- ------------------------- ----------- ------ -------------- ------ ------------ -------------- -----------
20 To elect Anthony Radev 16,433,908 99.86 23,101 0.14 16,457,586 15.97% 6
as a director of the
company.
--- ------------------------- ----------- ------ -------------- ------ ------------ -------------- -----------
21 To elect Anthony Radev 14,048,394 99.84 23,101 0.16 14,072,073 13.66% 2,385,519
as a director of the
Company (Independent
Shareholder vote).
--- ------------------------- ----------- ------ -------------- ------ ------------ -------------- -----------
22 To re-appoint 16,357,667 99.40 99,343 0.60 16,457,586 15.97% 6
PricewaterhouseCoopers
LLP as the Company's
auditors until the
conclusion of
the next AGM of the
Company.
--- ------------------------- ----------- ------ -------------- ------ ------------ -------------- -----------
23 To authorise the audit 16,454,004 99.98 3,005 0.02 16,457,586 15.97% 6
committee (for and on
behalf of the Board) to
agree the remuneration
of the auditors.
--- ------------------------- ----------- ------ -------------- ------ ------------ -------------- -----------
To authorise allotment
24 of shares. 13,245,514 80.73 3,161,829 19.27 16,407,919 15.92% 49,673
--- ------------------------- ----------- ------ -------------- ------ ------------ -------------- -----------
SPECIAL RESOLUTIONS
--- ------------------------- ----------- ------ -------------- ------ ------------ -------------- -----------
To dis-apply pre-emption
25 rights. 16,302,440 99.20 131,697 0.80 16,434,714 15.95% 22,878
--- ------------------------- ----------- ------ -------------- ------ ------------ -------------- -----------
26 To dis-apply pre-emption 16,120,393 98.09 313,744 1.91 16,434,714 15.95% 22,878
rights in connection
with an acquisition or
specified capital
investment.
--- ------------------------- ----------- ------ -------------- ------ ------------ -------------- -----------
*A vote withheld is not a vote in law and is not counted towards
votes cast "For" or "Against" a resolution.
In accordance with paragraph 9.2.2E of the Listing Rules, the
resolutions to re-elect Simon Duffy, Stephen L. Johnson, Barry
Eccleston, Andrew S. Broderick, Charlotte Pedersen, Charlotte
Andsager, Enrique Dupuy de Lome Chavarri and Anthony Radev as
directors of the Company were approved by (a) the shareholders of
the Company (resolutions 8, 10, 11, 13, 14, 16, 18 and 20) and (b)
the independent shareholders of the Company (resolutions 9, 12, 15,
17, 19 and 21).
In accordance with paragraph 9.6.2R of the Listing Rules, a
copies 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 total voting rights of the Company as at 3:00 p.m. on 23
July 2021, being the day on which shareholders had to be on the
Company's shareholder register in order to be eligible to vote, was
103,041,132.
The AGM results will also be made available on the Company's
website: General Meetings (wizzair.com) .
The Board notes that Resolutions 2 and 5, the approval of the
Remuneration Policy and the Adoption of the Value Creation Plan,
were opposed by more than 20% of voting shareholders.
In advance of the 2021 AGM, the Board, through the Remuneration
Committee, engaged extensively with shareholders to discuss our
approach to remuneration and to seek feedback on our proposals.
This process led to a number of material changes to the proposals
which were put forward at the AGM.
The Board understands the issues raised by certain shareholders
but is wholly satisfied that the adoption of the Value Creation
Plan, the new Remuneration Policy and the Wizz Air Omnibus Plan,
all of which are designed to generate superior returns based on the
achievement of market leading targets, are in the best interests of
the Company, its shareholders and other stakeholders.
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.
- Ends -
ABOUT WIZZ AIR
Wizz Air, the fastest growing European low-cost airline, operates
a fleet of 142 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 10.2 million passengers
in the financial year F21 ending 31 March 2021. 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 2020 Airline of the Year by ATW, the most coveted honour
an airline or individual can receive, recognizing individuals and
organizations that have distinguished themselves through outstanding
performance, innovation, and superior service.
For more information:
Zlatko Custovic, Wizz Air +36 1 777 9407
Natasha Seager Smith, Wizz Air: +36 1 777 8475
Edward Bridges / Jonathan Neilan, FTI Consulting
LLP: +44 20 3727 1017
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