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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 Share Capital Voted

Votes

Withheld*


Ordinary resolutions








1

To receive the Company's annual report and accounts for the financial year ended 31 March 2021 together with the related directors' and auditor's report.

16,380,655

99.70

49,667

0.30

16,430,899

15.95%

26,693

2

THAT the Directors' 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.

10,994,259

66.80

5,462,746

33.20

16,456,428

15.97%

10

3

THAT the Directors' 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.

16,269,317

98.86

187,688

1.14

16,457,582

15.97%

10

4

To approve the Wizz Air Omnibus Plan

15,615,567

94.89

841,442

5.11

16,457,586

15.97%

6

5

To approve of the Wizz Air Value Creation Plan

11,118,557

67.56

5,338,452

32.44

16,457,586

15.97%

6

6

To re-elect William A. Franke as a director of the company.

14,498,266

88.19

1,941,189

11.81

16,440,032

15.95%

17,560

7

To re-elect József Váradi as a director of the company.

16,412,313

99.73

44,696

0.27

16,457,586

15.97%

6

8

To re-elect Simon Duffy as a director of the company.

14,293,239

86.85

2,163,770

13.15

16,457,586

15.97%

6

9

To re-elect Simon Duffy as a director of the Company (Independent Shareholder vote).

11,858,058

84.27

2,213,437

15.73

14,072,072

13.66%

2,385,520

10

To re-elect Stephen L. Johnson as a director of the company.

16,412,084

99.73

44,926

0.27

16,457,586

15.97%

6

11

To re-elect Barry Eccleston as a director of the company.

15,733,223

95.60

723,787

4.40

16,457,586

15.97%

6

12

To re-elect Barry Eccleston as a director of the Company (Independent Shareholder vote).

13,371,295

95.02

700,200

4.98

14,072,073

13.66%

2,385,519

13

To re-elect Andrew S. Broderick as a director of the company.

16,412,084

99.73

44,926

0.27

16,457,586

15.97%

6

14

To re-elect Charlotte Pedersen as a director of the company.

16,386,379

99.57

70,630

0.43

16,457,586

15.97%

6

15

To re-elect Charlotte Pedersen as a director of the Company (Independent Shareholder vote).

14,000,866

99.50

70,630

0.50

14,072,073

13.66%

2,385,519

16

To elect Charlotte Andsager as a director of the company.

15,884,529

95.52

572,480

3.48

16,457,586

15.97%

6

17

To elect Charlotte Andsager as a director of the Company (Independent Shareholder vote).

13,499,015

95.93

572,480

4.07

14,072,073

13.66

2,385,519

18

To elect Enrique Dupuy de Lome Chavarri as a director of the company.

16,415,937

99.75

41,072

0.25

16,457,586

15.97%

6

19

To elect Enrique Dupuy de Lome Chavarri as a director of the Company (Independent Shareholder vote).

14,030,423

99.71

41,072

0.25

14,072,073

13.66%

2,385,519

20

To elect Anthony Radev as a director of the company.

16,433,908

99.86

23,101

0.14

16,457,586

15.97%

6

21

To elect Anthony Radev as a director of the Company (Independent Shareholder vote).

14,048,394

99.84

23,101

0.16

14,072,073

13.66%

2,385,519

22

To re-appoint PricewaterhouseCoopers LLP as the Company's auditors until the conclusion of the next AGM of the Company.

16,357,667

99.40

99,343

0.60

16,457,586

15.97%

6

23

To authorise the audit committee (for and on behalf of the Board) to agree the remuneration of the auditors.

16,454,004

99.98

3,005

0.02

16,457,586

15.97%

6

24

To authorise allotment of shares.

13,245,514

80.73

3,161,829

19.27

16,407,919

15.92%

49,673


SPECIAL RESOLUTIONS








25

To dis-apply pre-emption rights.

16,302,440

99.20

131,697

0.80

16,434,714

15.95%

22,878

26

To dis-apply pre-emption rights in connection with an acquisition or specified capital investment.

16,120,393

98.09

313,744

1.91

16,434,714

15.95%

22,878










 

*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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