Wizz Air Holdings PLC

National Storage Mechanism | Additional information

RNS Number : 3980S

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 ).

The AGM results will also be made available on the Company's website: General Meetings (wizzair.com) .

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 .

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 ended 31 March 2025 together with the related directors' and auditor's report (the "2025 Annual Report and Accounts").	60,785,730	99.95%	31,405	0.05%	60,817,135	58.82%	1,072,762
2	To approve the Directors' Remuneration Report for the financial year ended 31 March 2025.	44,399,884	71.75%	17,478,656	28.25%	61,878,540	59.84%	11,357
3	To approve the initial opt-in by József Váradi in a private pension scheme introduced by the Company and an additional contribution by the Company of up to 1.5% of his salary.	61,731,703	99.81%	119,889	0.19%	61,851,592	59.82%	38,305
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. (INDEPENDENT VOTE)	32,927,712	89.04%	4,054,370	10.96%	36,982,082	35.77%	24,907,815
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. (INDEPENDENT VOTE)	36,871,882	99.70%	110,289	0.30%	36,982,171	35.77%	24,907,726
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. (INDEPENDENT VOTE)	36,384,337	98.38%	597,735	1.62%	36,982,072	35.77%	24,907,825
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. (INDEPENDENT VOTE)	35,167,251	95.09%	1,814,821	4.91%	36,982,072	35.77%	24,907,825
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. (INDEPENDENT VOTE)	35,167,659	95.09%	1,814,512	4.91%	36,982,171	35.77%	24,907,726
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. (INDEPENDENT VOTE)	36,871,255	99.70%	110,817	0.30%	36,982,072	35.77%	24,907,825
22	To re-appoint PricewaterhouseCoopers LLP as the Company's auditors from the conclusion of the AGM until the conclusion of the next AGM.	61,819,524	99.90%	59,629	0.10%	61,879,153	59.84%	10,744
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 capital investment.	56,548,341	91.38%	5,331,581	8.62%	61,879,922	59.84%	9,975

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 ended 31 March 2025 together with the related directors' and auditor's report (the "2025 Annual Report and Accounts").	21,739,976	99.95%	10,284	0.05%	21,750,261	21.03%	1,072,762
2	To approve the Directors' Remuneration Report for the financial year ended 31 March 2025.	16,713,439	72.63%	6,299,725	27.37%	23,013,165	22.26%	11,357
3	To approve the initial opt-in by József Váradi in a private pension scheme introduced by the Company and an additional contribution by the Company of up to 1.5% of his salary.	21,960,649	99.85%	32,330	0.15%	21,992,979	21.27%	38,305
4	To re-elect William A. Franke as director.	21,022,409	95.72%	939,659	4.28%	21,962,068	21.24%	90,103
5	To re-elect József Váradi as director.	21,908,393	99.52%	106,056	0.48%	22,014,450	21.29%	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. (INDEPENDENT VOTE)	14,652,050	92.49%	1,188,966	7.51%	15,841,016	15.32%	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. (INDEPENDENT VOTE)	15,781,821	99.81%	29,938	0.19%	15,811,759	15.29%	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. (INDEPENDENT VOTE)	15,625,879	98.72%	202,813	1.28%	15,828,692	15.31%	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. (INDEPENDENT VOTE)	15,323,368	96.84%	499,218	3.16%	15,822,586	15.30%	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. (INDEPENDENT VOTE)	15,323,470	96.85%	499,141	3.15%	15,822,610	15.30%	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. (INDEPENDENT VOTE)	15,781,665	99.81%	30,070	0.19%	15,811,734	15.29%	24,907,825
22	To re-appoint PricewaterhouseCoopers LLP as the Company's auditors from the conclusion of the AGM until the conclusion of the next AGM.	21,982,530	99.85%	32,333	0.15%	22,014,863	21.29%	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 capital investment.	19,691,784	89.38%	2,340,391	10.62%	22,032,175	21.31%	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 [email protected]

Media:

Andras Rado, Wizz Air [email protected]

James McFarlane / Eleni Menikou / Charles Hirst, MHP Group [email protected]

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact [email protected] or visit www.rns.com.

RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our Privacy Policy.

END

RAGRIMATMTBTMLA

AI Terminal

10271_agm-r_2025-07-24_4c7f0c78-44ed-4548-9a47-5905fed667f8.html

More from Wizz Air Holdings PLC

Talk to a Data Expert