Wizz Air Holdings PLC

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt about the contents of this Circular or the action you should take, you are recommended to seek your own financial or professional advice immediately from your stockbroker, bank, solicitor, accountant, fund manager or other appropriate independent financial adviser duly authorised under the Financial Services and Markets Act 2000 (as amended) if you are resident in the United Kingdom or, if not, from another appropriately authorised independent financial or professional adviser.

If you sell or have sold or otherwise transferred all of your Ordinary Shares in Wizz Air before 1 November 2015, please send this Circular, together with the accompanying Form of Proxy, as soon as possible to the purchaser or transferee, or to the stockbroker, bank or other agent through whom the sale or transfer was effected, for onward transmission to the purchaser or transferee. If you sell or have sold or otherwise transferred only part of your holding of Ordinary Shares, you should retain this Circular and the accompanying Form of Proxy and you should consult with the stockbroker, bank or other agent through whom the sale or transfer was effected.

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(incorporated and registered in Jersey with registered number 103356)

PROPOSED PURCHASE OF 110 AIRBUS A321NEO AIRCRAFT

AND

NOTICE OF GENERAL MEETING

This Circular should be read as a whole. Your attention is drawn to a letter to Shareholders from the Chairman of Wizz Air Holdings Plc which is set out in Part 1: “ Letter from the Chairman ” of this Circular. The letter contains the unanimous recommendation of the Board that you vote in favour of the Resolution to be proposed at the General Meeting referred to below.

Your attention is also drawn to Part 2: “ Risk Factors ” of this Circular for a discussion of certain factors which should be taken into account in considering the matters referred to in this Circular.

Notice of a General Meeting of the Company, to be held at 1.00 p.m. (CET) on 3 November 2015 at the offices of the Company at World Trade Center 1, Geneva International Airport, 1215 Geneva 15, Switzerland, is set out in Part 6: “ Notice of General Meeting ” of this Circular. A Form of Proxy for use at this General Meeting is enclosed. Whether or not you intend to attend the General Meeting in person, please complete, sign and return the Form of Proxy in accordance with the instructions printed thereon to the Company’s registrars, Computershare Investor Services (Jersey) Limited, at c/o The Pavilions, Bridgwater Road, Bristol BS99 6ZY, United Kingdom as soon as possible but in any event so as to arrive no later than 1.00 p.m. (CET) on 30 October 2015 (48 hours before the time fixed for the start of the General Meeting not taking into account any day which is not a Business Day (as defined in the Company’s articles of association)). Forms of Proxy received after this time will be invalid. Please refer to the notes in Part 6: “ Notice of General Meeting ” for further details on appointing a proxy.

This document is not a prospectus, but a shareholder circular, and it does not constitute or form part of any offer or invitation to purchase, acquire, subscribe for, sell, dispose of or issue, or any solicitation of an offer to sell, dispose of, issue, purchase, acquire or subscribe for, any security. This document is a circular which has been prepared in accordance with the Listing Rules and approved by the FCA.

J.P. Morgan Limited (which carries on its UK investment banking activities as J.P. Morgan Cazenove) is authorised and regulated by the FCA in the United Kingdom. J.P. Morgan Cazenove is acting for the Company and no one else in connection with this Circular and will not regard any other person (whether or not a recipient of this Circular) as a client in relation to the matters described in this Circular. J.P. Morgan Cazenove will not be responsible to anyone other than the Company for providing the protections afforded to the clients of J.P. Morgan Cazenove or for providing advice in relation to the matters described in this Circular.

Apart from the responsibilities and liabilities, if any, which may be imposed on J.P. Morgan Cazenove by FSMA or any other laws, J.P. Morgan Cazenove accepts no responsibility whatsoever for the contents of this Circular, and no representation or warranty, express or implied, is made by J.P. Morgan Cazenove in relation to the contents of this Circular, including its accuracy, completeness or verification of any other statement made or purported to be made by it, or on its behalf, in connection with the Company or the matters described in this Circular. To the fullest extent permissible J.P. Morgan Cazenove accordingly disclaims all and any responsibility or liability whether arising in tort, contract or otherwise (save as referred to above) which it might otherwise have in respect of this Circular or any such statements.

Forward-looking statements

Certain information contained or incorporated by reference in this Circular, including any information as to the Group’s strategy, plans or future financial or operating performance constitutes “forward-looking statements”. These forward-looking statements can be identified by the use of terminology such as “aims”, “anticipates”, “assumes”, “believes”, “budgets”, “could”, “contemplates”, “continues”, “estimates”, “expects”, “intends”, “may”, “plans”, “predicts”, “projects”, “schedules”, “seeks”, “shall”, “should”, “targets”, “would”, “will” or, in each case, their negative or other variations or comparable terminology. Forward-looking statements appear in a number of places throughout this Circular and include, but are not limited to, express or implied statements relating to the Group’s business strategy and outlook, including (i) the Group’s future results of operations, (ii) the Group’s future financial and market positions, (iii) the Group’s margins, profitability and prospects, (iv) expectations as to future growth, (v) the Group’s ability to grow its fleet of aircraft, (vi) general economic trends and other trends in the industry in which the Group operates and (vii) the competitive environment in which the Group operates.

By their nature, forward-looking statements are based upon a number of estimates and assumptions that, whilst considered reasonable by the Directors, the Company or the Group, are inherently subject to significant business, economic and competitive uncertainties and contingencies. Known and unknown factors could cause actual results to differ materially from those indicated, expressed or implied in such forward-looking statements.

You are cautioned that forward-looking statements are not guarantees of future performance. Any forward-looking statements in this Circular or the information incorporated by reference in this Circular reflect the Directors’, the Company’s or the Group’s current view with respect to future events and are subject to certain risks relating to future events and other risks, uncertainties and assumptions including, but not limited to (i) increases in fuel and labour costs, (ii) changing consumer preferences for air travel, (iii) inability to enter new markets or retain licences for current markets, (iv) failure to maintain or establish attractive and profitable routes, (v) failure to compete effectively against other carriers, (vi) operational, safety, technical or personnel issues, (vii) inability to fund new aircraft deliveries, (viii) dependence on senior management and key personnel, (ix) regulatory changes in the EU and internationally and (x) continued weakness in economic conditions.

The forward-looking statements contained in this Circular speak only as at the date of this Circular. Subject to the requirements of applicable laws and regulations, the Prospectus Rules, the Listing Rules, the Disclosure and Transparency Rules and the Takeover Code, the Directors, the Company and the Group explicitly disclaim any intention or obligation or undertaking to publicly release the result of any revisions to any forward-looking statements made in this Circular that may occur due to any change in the Directors’, the Company's or the Group's expectations or to reflect events or circumstances after the date of this Circular.

Shareholders should note that the contents of the paragraphs relating to forward-looking statements are not intended to qualify the statements made as to the sufficiency of working capital in section 7 ( Working capital ) of Part 4: “ Additional information ” of this Circular.

Capitalised terms have the meaning ascribed to them in Part 5: “ Definitions ” of this Circular.

Section	Page	Page
CORPORATE DETAILS AND ADVISERS.............................................................................................		4
EXPECTED	TIMETABLE OF PRINCIPAL EVENTS..........................................................................	5
PART 1	LETTER FROM THE CHAIRMAN................................................................................	6
PART 2	RISK FACTORS.................................................................................................................	14
PART 3	SUMMARY OF THE TERMS AND CONDITIONS OF THE NEW AIRBUS
	AGREEMENT.....................................................................................................................	20
PART 4	ADDITIONAL INFORMATION.......................................................................................	23
PART 5	DEFINITIONS.....................................................................................................................	31
PART 6	NOTICE OF GENERAL MEETING................................................................................	35

CORPORATE DETAILS AND ADVISERS

Directors William A. Franke ( Chairman ) József Váradi ( Chief Executive Officer ) Thierry de Preux ( Non-Executive Director ) Guido Demuynck ( Non-Executive Director ) Simon Duffy ( Non-Executive Director ) Stephen L. Johnson ( Non-Executive Director ) John McMahon ( Non-Executive Director and Senior Independent Director ) John R. Wilson ( Non-Executive Director ) Senior Managers John Stephenson ( Executive Vice President ) Mike Powell ( Chief Financial Officer ) György Abrán ( Chief Commercial Officer ) Diederik Pen ( Chief Operations Officer ) Owain Jones ( Chief Corporate Officer ) Company Secretary Elian Corporate Services (Jersey) Limited 44 Esplanade St. Helier JE4 9WG Jersey Registered office 44 Esplanade St. Helier JE4 9WG Jersey Head office and Directors’ World Trade Center 1 business address Geneva International Airport 1215 Geneva 15 Switzerland Sponsor J.P. Morgan Limited 25 Bank Street London E14 5JP United Kingdom Legal adviser to the Company Latham & Watkins (London) LLP as to English law 99 Bishopsgate London EC2M 3XF United Kingdom Legal adviser to the Company Ogier as to Jersey law 44 Esplanade St. Helier JE4 9WG Jersey Registrars Computershare Investor Services (Jersey) Limited Queensway House Hilgrove Street St. Helier JE1 1ES Jersey

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

Event Time and date Latest time and date for receipt of the Form of Proxy...... 1.00 p.m. (CET) on 30 October 2015 General Meeting ................................................................ 1.00 p.m. (CET) on 3 November 2015 3 November 2015

Announcement of the results of the General Meeting ......

Notes:

(1) Future dates are indicative only and are subject to change by the Company, in which event details of the new times and dates will be notified to the UK Listing Authority and, where appropriate, to Shareholders.

(2) References to time in this timetable and the Circular are to Central European Time, unless otherwise stated.

PART 1 LETTER FROM THE CHAIRMAN

Wizz Air Holdings Plc

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Company Number: 103356 44 Esplanade, St. Helier JE4 9WG Jersey

Directors

William A. Franke ( Chairman ) József Váradi ( Chief Executive Officer ) Thierry de Preux ( Non-Executive Director ) Guido Demuynck ( Non-Executive Director ) Simon Duffy ( Non-Executive Director ) Stephen L. Johnson ( Non-Executive Director ) John McMahon ( Non-Executive Director and Senior Independent Director ) John R. Wilson ( Non-Executive Director )

15 October 2015

Dear Shareholder,

PROPOSED PURCHASE OF 110 AIRBUS A321NEO AIRCRAFT

NOTICE OF GENERAL MEETING

1. INTRODUCTION

Following the signature and announcement of a memorandum of understanding on 18 June 2015, on 11 September 2015 Wizz Air announced that it had entered into the New Airbus Agreement which provides for (i) the purchase of 110 A321neo Aircraft for delivery between 2019 and 2024 (inclusive), (ii) uncommitted purchase rights for the purchase of an additional 90 A321neo Aircraft and (iii) a significant amount of flexibility to ensure that the aircraft delivery stream meets Wizz Air’s operational requirements, including the possibility to substitute a number of A321neo Aircraft with A320neo Aircraft and/or to defer a number of aircraft scheduled for delivery in any one calendar year. Wizz Air also entered into an amendment agreement relating to the Existing Airbus Agreement on 11 September 2015 pursuant to which (and conditional upon the New Airbus Agreement entering into force) ten A320ceo Aircraft currently scheduled for delivery in 2018 under the Existing Airbus Agreement will be cancelled.

At current aircraft average list prices, the New Airbus Agreement relating to the firmly-ordered aircraft is worth in excess of US$13.7 billion. The principal terms and conditions of the New Airbus Agreement are summarised in paragraph 5 ( The New Airbus Agreement ) of this letter and in Part 3: “ Summary of the terms and conditions of the New Airbus Agreement ” of this Circular. The Board considers that the terms of the New Airbus Agreement are in the best interests of the Company and its Shareholders as a whole.

Given the size of the commitments under the New Airbus Agreement relative to the Company, the Proposed Purchase constitutes a “class 1 transaction” under the Listing Rules and therefore completion of the New Airbus Agreement is conditional upon the Company obtaining Shareholder approval. This approval will be sought at a General Meeting of the Company to be held at 1.00 p.m. (CET) on 3 November 2015 at the offices of the Company at World Trade Center 1, Geneva International Airport, 1215 Geneva 15, Switzerland.

Notice of the General Meeting is set out in Part 6: “ Notice of General Meeting ” of this Circular. The Resolution being proposed seeks approval of the terms of the Proposed Purchase. A summary of the action you should take is set out in paragraph 10 ( Action to be taken ) of this letter.

The purpose of this Circular is to provide you with information on the terms of the New Airbus Agreement, to explain the background to and reasons for the Proposed Purchase and why the Directors believe the Proposed Purchase is in the best interests of the Company’s Shareholders taken as a whole and to recommend that you vote in favour of the Resolution as the Directors intend to do in respect of the Ordinary Shares they hold in the Company’s issued share capital.

You should read the whole of this Circular and not rely solely on the summarised information set out in this letter.

2. BACKGROUND TO AND REASONS FOR THE PROPOSED PURCHASE

Wizz Air Hungary has an outstanding commitment to purchase a further 48 A320ceo Family Aircraft under the Existing Airbus Agreement, comprising 21 A320ceo Aircraft and 27 A321ceo Aircraft. The first A321ceo Aircraft will enter service with Wizz Air Hungary in November 2015 and will be equipped with 230 seats. The final aircraft to be delivered under the Existing Airbus Agreement is scheduled for delivery in 2018.

The A321neo Aircraft is a development of the A321ceo Aircraft. From an operational point of view, the A321neo Aircraft is essentially the same aircraft as the A320ceo Aircraft except its longer fuselage accommodates 230 seats compared to 180 on the A320ceo Aircraft and therefore contributes to lower CASK. The Company also has the right to increase the seat capacity on aircraft due for delivery from 2020 onwards to up to 240 seats. The A320neo Family Aircraft are claimed by Airbus to offer lower operating costs and fuel burn reductions (versus the A320ceo Family Aircraft) that will directly improve Wizz Air’s cost base. Apart from providing the capacity necessary to serve the long term growth potential of the CEE market, the order will provide for significantly lower operating costs through cabin innovations, the latest engine technology and other efficiency improvements.

The A321neo Aircraft will provide efficiencies that will enable the Company to offer even lower fares to the market. Of the 110 aircraft to be delivered under the New Airbus Agreement, 51 aircraft will be for the planned replacement of current aircraft when they are returned to lessors or sold between 2019 and 2024. The New Airbus Agreement will also enable Wizz Air to grow over the period 2019 to 2024. The Board believes that the Proposed Purchase represents the best opportunity for the Company to secure the additional capacity that is needed to enable the Company to grow at an appropriate rate over the period 2019 to 2024.

The Board has negotiated a significant amount of flexibility in the New Airbus Agreement to enable the Company to adapt the delivery stream to match its operational needs including the ability for the Company to substitute a number of A321neo Aircraft with the same number of A320neo Aircraft and/or to defer a number of aircraft scheduled for delivery in any one calendar year. This flexibility will allow the Company, if required, to adjust its growth rate as well as to ensure that it has a fleet which is optimised for its route network.

The New Airbus Agreement supports Wizz Air’s current strategy of operating a single fleet type (the Airbus A320ceo Family Aircraft). The advantages of a single fleet include one standard for pilot and crew training, no requirement for multiple crew reserve pools and a simpler support infrastructure for the fleet. Pilots and cabin crew will be easily interchangeable between the A320ceo Family Aircraft and the A320neo Family Aircraft.

The New Airbus Agreement is the result of a competitive process over the last 12 months which has involved a detailed review of the cost, efficiency, operating capabilities, support and price of the A321neo Aircraft.

If the Proposed Purchase is not approved then the Board believes that Wizz Air’s ability to take advantage of opportunities to grow and increase its competitive advantage by further reducing CASK will be negatively impacted.

3. INDUSTRY LANDSCAPE AND WIZZ AIR’S POSITION

The European short-haul market is supplied by legacy carriers (national flag carriers and charter airlines) and a generally younger group of low-cost airlines. Low-cost airlines such as Wizz Air benefit from relatively simple business models, higher aircraft utilisation and staff productivity rates and therefore lower costs than

their legacy rivals. Wizz Air’s ultra-low cost model gives it a clear cost advantage versus most of its rivals, including many other low-cost airlines, and as a result it is able to stimulate the market with very low fares and sustain a relatively high growth rate compared to other airlines. Key elements of Wizz Air’s ultra-low cost business model include its operation of a uniform and efficient modern fleet of narrow-body aircraft in a high-density all-economy seating layout, high aircraft utilisation, its point-to-point network operating mainly from less congested secondary airports that typically charge lower fees, high load factors, use of scalable outsourced services, consumer-direct distribution over the internet, high employee productivity and rigorous cost control.

Wizz Air’s growth rate is also a function of the market in which it operates. All of Wizz Air’s routes connect to CEE countries where economic growth, and therefore growth in demand for air travel, is generally stronger than in Western Europe ( Source: Capstats, Economic Intelligence Unit ). The propensity for air travel – the number of seats per head of population – in CEE has increased significantly over recent years and as a result Wizz Air has grown to be not only the largest low cost airline in CEE but also the fourth largest independent low-cost airline in Europe after Ryanair, easyJet and Norwegian Air Shuttle as measured by the number of passengers carried. However, propensity for air travel in CEE was just under one quarter of that in Western Europe in FY 2014 ( Source: Capstats ), while the market penetration of low cost carriers stood at a weighted average of 20% in CEE compared to 35% in Western Europe ( Source: Innovata ). Wizz Air believes this to be a significant market opportunity leading to compelling growth prospects for Wizz Air.

The European Organisation for the Safety of Air Navigation forecasts that European air traffic will reach 11.2 million instrument flight rule movements in Europe by 2020, 19% more than in 2013, and that on a country-by-country basis the average annual flight growth rates for 2013 to 2020 are higher towards the east of Europe. Airbus’ 2014-2033 market forecast predicts that travel between Central Europe (as defined in the forecast) to Western Europe will develop at a compound annual growth rate of 5.4%.

Accession to the EU for a number of Eastern European countries over the past decade has led to, and is expected to continue to lead to, significant migration from those countries to Western Europe, in particular the United Kingdom, Germany, Scandinavia, Italy and Spain. This migration leads to travel from countries in CEE to Western Europe for the initial move and also passengers who are visiting friends and relatives with people travelling back and forth between Western Europe and CEE. Based on GDP figures from the Economic Intelligence Unit and population statistics from the International Monetary Fund, the Company estimates that GDP per capita is projected to grow 1.3% in Western Europe and 2.5% in CEE between 2014 and 2017. Growing EU membership and the economic growth in CEE countries have also increased commercial links between CEE and Western Europe which have led to, and are expected to continue to lead to, a growth in business travel between these destinations.

Wizz Air has grown significantly in recent years, with a compound annual growth rate in revenue of 21.7% from FY 2010 to FY 2015 and EBITDAR of 41% from FY 2010 to FY 2015, while Wizz Air’s ex-fuel CASK has cumulatively reduced by 6.1% over the same period. Wizz Air’s CASK and ex-fuel CASK are among the lowest of all publicly reporting European low-cost carriers, while Wizz Air’s average ancillary revenue per passenger is among the highest of all publicly reporting European low-cost carriers.

The table below sets out certain key capacity and operating data and financial measures for Wizz Air for FY 2013, FY 2014 and FY 2015.

FY 2013, FY 2014 and FY 2015.
	FY 2013	FY 2014	FY 2015
	–––––––––––	–––––––––––	–––––––––––
CAPACITY
Number of aircraft at end of period . . . . . . . . . . . . . . . . . . . .	40	46	55
Equivalent aircraft . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	39.1	44.4	52.5
Utilisation (block hours per aircraft per day) . . . . . . . . . . . .	12.18	12.39	12.55
Total block hours . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	173,815	200,991	240,711
Total flight hours . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	150,076	174,515	208,736
Revenue departures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	80,059	90,293	105,627
Average departures per day per aircraft . . . . . . . . . . . . . . . . .	5.61	5.57	5.51
Seat capacity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	14,410,620	16,252,560	19,012,860
Average aircraft stage length (km) . . . . . . . . . . . . . . . . . . . . .	1,456	1,500	1,539
	––––––––––––	––––––––––––	––––––––––––
Total ASKs (’000 km) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	20,985,751	24,385,031	29,266,510
	–––––––––––– ––––––––––––	–––––––––––– ––––––––––––	–––––––––––– ––––––––––––
OPERATING DATA
RPKs (revenue passenger kilometres) (’000 km) . . . . . . . . .	18,017,150	20,867,032	25,350,823
Load factor (%) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	85.6	85.7	86.7
Number of passenger segments . . . . . . . . . . . . . . . . . . . . . . .	12,328,491	13,926,541	16,482,468
Fuel price (US$ per ton, including hedging
impact and into-plane premium) . . . . . . . . . . . . . . . . . . . .	1,107	1,069	986
Foreign exchange rate (US$/€ including hedging impact) . .	1.32	1.34	1.32
	FY 2013	FY 2014	FY 2015
	(unaudited)	(unaudited)	(unaudited)
	–––––––––––	–––––––––––	–––––––––––
FINANCIAL MEASURES
Yield (revenue per RPK, € cents) . . . . . . . . . . . . . . . . . . . . .	4.73	4.85	4.84
Average revenue per seat (€) . . . . . . . . . . . . . . . . . . . . . . . . .	59.08	62.26	64.55
Average revenue per passenger (€) . . . . . . . . . . . . . . . . . . . .	69.05	72.65	74.46
RASK (€ cents) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4.06	4.15	4.19
CASK (including exceptional item) (€ cents) . . . . . . . . . . . .	3.88	3.70	3.62
CASK (excluding exceptional item) (€ cents) . . . . . . . . . . . .	3.88	3.72	3.61
Ex-fuel CASK (including exceptional item) (€ cents) . . . . .	2.29	2.22	2.27
Ex-fuel CASK (excluding exceptional item) (€ cents) . . . . .	2.29	2.25	2.26
Operating profit margin (including exceptional item) (%) . .	4.5	10.9	13.6
Operating profit margin (excluding exceptional item) (%) . .	4.5	10.2	13.9
Net profit margin for the period (profit after tax
divided by revenue) (%) . . . . . . . . . . . . . . . . . . . . . . . . . .	3.4	8.7	14.9
Underlying net profit margin for the period (%) . . . . . . . . . .	3.6	8.6	11.9

Source: All measures for FY 2014 and FY 2015 in the table above have been extracted without material adjustment from the Company’s 2015 Annual Report and Accounts. All measures in the table above for FY 2013 have been extracted without material adjustment from management accounts, internal financial and operating reporting systems and the Company’s IPO Prospectus. All measures are unaudited.

The Proposed Purchase supports Wizz Air’s further growth and strategy to maintain a young fleet and low CASK and ex-fuel CASK.

4. FLEET PLAN

The contracted base case delivery stream under the New Airbus Agreement is as set out in the table below. This base case delivery stream represents a 10% compound annual growth rate in the number of aircraft and a 13% compound annual growth rate in capacity in the period of calendar years 2015 to 2024.

	2019	2020	2021	2022	2023	2024	Total
	––––––	––––––	––––––	––––––	––––––	––––––	––––––
A320ceo . . . . . . . . . . . . . . . . .	0	0	0	0	0	0	0
A321ceo . . . . . . . . . . . . . . . . .	0	0	0	0	0	0	0
A320neo . . . . . . . . . . . . . . . . .	0	0	0	0	0	0	0
A321neo . . . . . . . . . . . . . . . . .	17	16	23	27	17	10	110
	––––––	––––––	––––––	––––––	––––––	––––––	––––––
Total number of units . . . . .	17	16	23	27	17	10	110
	––––––	––––––	––––––	––––––	––––––	––––––	––––––
	––––––	––––––	––––––	––––––	––––––	––––––	––––––
Net growth (unit) . . . . . . . . .	4 –––––– ––––––	10 –––––– ––––––	17 –––––– ––––––	11 –––––– ––––––	13 –––––– ––––––	4 –––––– ––––––	59 –––––– ––––––

Note:

(1) Net growth represents total deliveries of aircraft less returns.

However, Wizz Air has agreed certain flexibility with Airbus, in terms of both the type of aircraft to be delivered as well as the contracted delivery years. If the maximum flexibility is exercised, then Wizz Air can reduce its compound annual growth rate in the period of calendar years 2015 to 2025 to 8% in the number of aircraft and 10% in capacity.

5. THE NEW AIRBUS AGREEMENT

General

Following the signature and announcement of a memorandum of understanding on 18 June 2015, Wizz Air Hungary and Airbus entered into the New Airbus Agreement on 11 September 2015. Further details of the New Airbus Agreement are contained in Part 3: “ Summary of the terms and conditions of the New Airbus Agreement ” of this Circular.

Price

The New Airbus Agreement was negotiated and entered into with adherence to customary business and industry practice. The aggregate actual price for the A321neo Aircraft, determined after an arm’s length negotiation between the parties, is substantially lower than the aircraft average list price as provided by Airbus because of certain price concessions with regard to the aircraft. These will take the form of credit memoranda to the Company for the amount of such concessions, which Wizz Air may apply toward the purchase of goods and services from Airbus or toward payments in respect of the purchase of the aircraft.

The New Airbus Agreement contains confidentiality provisions restricting, among other things, disclosure of the actual price of the aircraft. In addition, consistent with the customary practice of the global aviation industry, the price for the acquisition of aircraft is not customarily disclosed to the public. Disclosure of the price would result in the loss of the significant price concessions and hence would have a significant negative impact on the Company’s cost incurred in entering into the New Airbus Agreement and would therefore not be in the interest of the Company and Shareholders as a whole.

The aircraft average list price, including engines, is US$106.2 million for an A320neo Aircraft and US$124.4 million for an A321neo Aircraft.

The final price of each A320neo Family Aircraft depends on design weights and engine choice and is subject to increases including: (i) the cost of “Buyer-furnished” equipment which the Company has asked Airbus to install on the aircraft; (ii) price escalation, which will be applied to the airframe list price, the engine option list price and the price of specification change notices by applying a formula reflecting increases in the published relevant labour and material indices between the time the aircraft list price was set and the delivery of such aircraft; and (iii) taxes. Wizz Air Hungary is responsible for the payment of any taxes (including VAT) except for taxes relating to the manufacture of the aircraft in France and/or Germany which will be payable by Airbus. The same pricing structure applies to the firmly-ordered aircraft and the uncommitted purchase rights aircraft. Escalation for any of these aircraft delivered before the end of December 2024 is subject to a maximum agreed percentage, beyond which neither the Company nor Airbus is obliged to proceed with the delivery of a particular aircraft. Price increases after December 2024 will not be capped unless Airbus and Wizz Air Hungary agree otherwise at the relevant time.

The Directors confirm that the final negotiated price represents a very substantial discount from the aircraft average list price and will continue to give Wizz Air a strong competitive advantage through its aircraft ownership costs. The Company has also taken into account the current economic environment, the industry performance and the Company’s financial position, and considers that the extent of the price concessions granted to the Company under the New Airbus Agreement are highly advantageous and in the best interests of the Company and Shareholders as a whole.

In respect of the New Airbus Agreement, the Company understands its disclosure obligations under the Listing Rules, and has therefore on separate occasions requested Airbus’ consent to the Company disclosing required information (including the relevant price involved) in any regulatory announcements and circulars. Nonetheless, Airbus and all other manufacturers invited to tender in the fleet process, for business and commercial reasons, did not accede to the Company’s request and insisted on preserving the confidentiality of such information.

Engine selection

Wizz Air Hungary has not yet selected the engines which will be installed on the A320neo Family Aircraft to be purchased under the New Airbus Agreement. The engines available for the A320neo Family Aircraft are the IAE PW1100G-JM engine manufactured by IAE and the CFM LEAP-1A engine manufactured by CFM. The New Airbus Agreement requires Wizz Air Hungary to select the engines that will equip the aircraft by 31 December 2016. The price of these engines is included in the final price of each A320neo Family Aircraft to be purchased under the New Airbus Agreement, with the aircraft average list price including the average cost of the different choices of engines being as set out under the paragraph headed “Price” above. The base price of the different choices of engines is different, but each price difference is not considered by the Company to be material in the context of the overall aircraft price and, in any event, the final price will be subject to negotiations with the relevant engine manufacturer.

Termination

The Company will be committed to acquiring the aircraft under the New Airbus Agreement notwithstanding any reduction in demand for its services or change in its needs for a larger fleet. The Company may only terminate the New Airbus Agreement if (i) Airbus becomes insolvent or becomes subject to insolvency procedures (in which case the entire agreement may be terminated), (ii) the scheduled delivery of an aircraft is delayed for more than an agreed maximum period beyond the last day of the relevant scheduled delivery month (but termination in such case shall only be in respect of the affected aircraft) and (iii) if an aircraft is lost, destroyed or damaged beyond repair and replacement will not be available within twelve months after the last day of the original scheduled delivery month (in which case termination shall only be in respect of the affected aircraft).

The New Airbus Agreement requires the Company to have obtained shareholder approval of the Proposed Purchase by 15 November 2015.

6. FINANCING OF THE PROPOSED PURCHASE

Since 2006, Wizz Air has successfully concluded sale and leaseback financing transactions of US$2.48 billion, has raised US$375.30 million of pre-delivery payment financing (under a loan facility from a bank, which has now been repaid, as well as from lessors as part of certain sale and leaseback financing transactions) and, as at 30 June 2015, had self-financed US$110.54 million of the pre-delivery payments for aircraft. Wizz Air has successfully financed 63 aircraft to date and all outstanding pre-delivery payments have been financed.

Although not due for some time yet, the Company anticipates that the upcoming pre-delivery payment requirements in relation to the Proposed Purchase may be covered by a combination of cash on balance sheet and third-party financing (either through a stand-alone facility, or in combination with long-term financing), subject to available competitive third-party financing.

With Wizz Air’s current financial capabilities, the Company’s general preference to finance aircraft purchases is to secure sale and leaseback transactions 12-18 months ahead of delivery of the relevant aircraft.

The Company will retain flexibility in determining methods of financing additional aircraft, which may include (depending on availability at the relevant time) off-balance sheet and on-balance sheet structures, sale and leaseback arrangements, commercial loans, export credit agency financing and capital markets instruments. Wizz Air may also use its internal resources and cashflow where the Board considers these sources of financing more favourable to Wizz Air. Subject to various conditions having been met, Airbus will support Wizz Air Hungary in arranging financing for a certain number of the aircraft.

While the Board will regularly review optimal sources of financing, there is no expectation that Shareholders will be asked to fund any aspect of the Proposed Purchase.

7. RISKS

The Board has considered and put in place mitigants for the key risks of Wizz Air Hungary entering into the New Airbus Agreement which are set out in Part 2: “ Risk Factors ” of this Circular. The Board also recognises that as a result of the New Airbus Agreement, Wizz Air will enter into a significant capital commitment over the term of the agreement as discussed in paragraph 6 ( Financing the Proposed Purchase ) above. It is the nature of the aviation industry that airlines are exposed to external risks, for example fuel price fluctuations, currency fluctuations, catastrophic loss or other macroeconomic factors which can cause significant harm to the Company’s financial and operational performance. However, the Board believes that Wizz Air’s business model, and the cost savings, increased capacity and fleet flexibility provided by the New Airbus Agreement should mitigate these risks.

8. CURRENT TRADING AND PROSPECTS

Wizz Air confirms that the Group has traded well in H1 2016 and is on target to deliver operating and net profit margins ahead of the same period in FY 2015.

With the continued expansion of its network, Wizz Air estimates that it will grow capacity by around 18% (previously 17%) in FY 2016, split approximately 17% in H1 2016 and 19% in H2 2016. As previously indicated, lower fuel prices are feeding through to lower air fares. Wizz Air anticipates that the downward trend in unit revenues will continue in H2 2016 and reiterates that the Company has very limited visibility of demand in the final quarter of its financial year.

Nonetheless, the Company believes that the strong H1 2016 financial performance, combined with robust bookings for the third quarter, are encouraging and the Company now expects to report a net profit for the full year (excluding unusual and exceptional items) in the range of €190 million to €200 million.

The above statement constitutes a profit forecast for the purposes of the Listing Rules. The basis of preparation of the Profit Forecast and the assumptions used in preparing this forecast are set out in section 8 ( Profit Forecast ) of Part 4: “ Additional Information ” of this Circular.

9. GENERAL MEETING

The Proposed Purchase is a “class 1 transaction” pursuant to the Listing Rules and must therefore be approved by the Company’s Shareholders in a general meeting. Set out in Part 6: “ Notice of General Meeting ” of this Circular is a notice convening the General Meeting to take place at 1.00 p.m. (CET) on 3 November 2015 at the offices of the Company at World Trade Center 1, Geneva International Airport, 1215 Geneva 15, Switzerland. At the General Meeting an ordinary resolution to approve the New Airbus Agreement will be proposed. The text of the Resolution is set out in Part 6: “ Notice of General Meeting ” of this Circular.

10. ACTION TO BE TAKEN

You will find enclosed a Form of Proxy for use at the General Meeting. Whether or not you intend to be present at the meeting you are requested to complete and sign the Form of Proxy (in accordance with the instructions printed thereon) and return it to the Company’s registrars, Computershare Investor Services (Jersey) Limited, at c/o The Pavilions, Bridgwater Road, Bristol BS99 6ZY, United Kingdom as soon as possible and in any event so as to be received by no later than 1.00 p.m. (CET) on 30 October 2015. The

completion and return of the Form of Proxy will not preclude you from attending the General Meeting and voting in person if you so wish.

11. RECOMMENDATION

The Board considers that the Proposed Purchase is in the best interests of the Company and Shareholders as a whole and, accordingly, unanimously recommends that Shareholders vote in favour of the Resolution to be proposed at the General Meeting.

The Directors have indicated their intention to vote in favour of the Resolution in respect of their beneficial holdings amounting at the date of this Circular to an aggregate of 9,497,267 Ordinary Shares, representing approximately 18.1% of the existing share capital of the Company as at 14 October 2015 (being the latest practicable date prior to the publication of this Circular).

Yours faithfully

==> picture [137 x 66] intentionally omitted <==

William A. Franke Chairman

Wizz Air Holdings Plc Registered number: 103356

Registered office:

44 Esplanade St. Helier JE4 9WG Jersey

PART 2

RISK FACTORS

In addition to the information presented in this Circular, the following risk factors should be carefully considered by Shareholders when deciding what action to take in relation to the Resolution proposed at the General Meeting. The risks and uncertainties described below should not be regarded as a complete and comprehensive statement of all potential risks and uncertainties. These risks and uncertainties are those which the Directors believe are the material risks relating to the New Airbus Agreement or that represent new or changed risks to Wizz Air as a consequence of the New Airbus Agreement either becoming effective or not becoming effective. Additional risks and uncertainties not presently known to the Directors, or that the Board currently deems immaterial, or that the Board deems material but which are not related to or will not result from or be impacted by the New Airbus Agreement, may also adversely affect the business of Wizz Air. If any of these risks materialise, the business, financial condition or results of operations of Wizz Air could be materially adversely affected.

RISKS RELATED TO, RESULTING FROM OR IMPACTED BY THE PROPOSED PURCHASE The New Airbus Agreement is conditional on Shareholder approval

The New Airbus Agreement is conditional upon Shareholders approving the Resolution. There can be no assurance that such approval will be obtained. The Board considers that the New Airbus Agreement is in the best interests of the Company and Shareholders as a whole. If the New Airbus Agreement does not become effective due to Shareholder approval not being obtained, the Company may not be able to obtain terms for the purchase of the A321neo Aircraft as favourable as those pursuant to the New Airbus Agreement in the future. The Company may also not be able to cancel ten A320ceo Aircraft due for delivery in 2018 under the Existing Airbus Agreement. The risks set out in the section below entitled “Risks related to, resulting from or impacted by the New Airbus Agreement not becoming effective” would apply if the New Airbus Agreement did not become effective.

Wizz Air is exposed to significant financial commitments in relation to the Proposed Purchase

The New Airbus Agreement requires substantial payments by Wizz Air once the New Airbus Agreement is approved by Shareholders and up to the delivery of the final aircraft, currently scheduled for 2024. While there is flexibility built into the New Airbus Agreement through rights to modify the timing of a proportion of the deliveries, the New Airbus Agreement requires a substantial financial commitment by Wizz Air over the long term. It is very difficult to predict the future prospects of the airline industry, the macroeconomic climate, competitor behaviours and the demand for air travel over the term of the New Airbus Agreement. If the airline industry were to change materially, and/or competitors increase capacity on Wizz Air’s routes depressing Wizz Air’s yields and/or the demand for air travel in Wizz Air’s markets were to decrease significantly in the future, Wizz Air’s commitment to purchase 110 aircraft under the New Airbus Agreement and its obligations thereunder could materially adversely affect Wizz Air’s business, financial condition and/or results of operations.

For the avoidance of doubt, the statements in this risk factor do not qualify the opinion of the Directors that the working capital available to the Company is sufficient for its present requirements, that is, for at least the 12 months following the date of publication of this Circular (as set out in section 7 ( Working capital ) of Part 4: “ Additional Information ” of this Circular).

Wizz Air needs sources of financing to meet its obligations under the New Airbus Agreement

The ability of Wizz Air to meet its obligations under the New Airbus Agreement is dependent on the level of its own cash resources and its ability to access the other methods of finance described in section 6 ( Financing of the Proposed Purchase ) of Part 1: “ Letter from the Chairman ” of this Circular, including off-balance sheet and on-balance sheet structures, sale and leaseback arrangements, commercial loans, export credit agency financing and capital markets instruments, on acceptable terms over the term of the New Airbus Agreement. The Directors believe that such resources and methods of financing are now

available to the Company and are likely to remain available to Wizz Air, however there can be no assurance that such sources of finance or other suitable financing arrangements will not become more difficult to obtain, more expensive, less commercially attractive or be available at all in the future (due to the then prevailing conditions of the international credit and capital markets, or otherwise). In addition, any negative change in the credit worthiness of Wizz Air may adversely affect Wizz Air’s ability to access the capital markets and/or impact borrowing rates.

Furthermore, the Group’s commitments will increase significantly as its fleet size increases regardless of the type of financing utilised. To the extent that the Group cannot obtain financing on acceptable terms, or at all, the Group may be required to modify its aircraft acquisition plans to incur higher than anticipated financing costs, which would have an adverse impact on the execution of the Group’s organic growth strategy and business, and ultimately Wizz Air may be unable to fulfil its contractual commitments to Airbus under the New Airbus Agreement.

Whilst this risk factor sets out the difficulties Wizz Air would face in the event it was unable to source new credit lines in the event of adverse conditions in the credit and capital markets, the Directors are not currently aware of any such issues affecting the business and believe this should be viewed as a longer term risk. It should also be noted that subject to various conditions having been met, Airbus will support Wizz Air Hungary in arranging financing for a certain number of the aircraft.

The statements in this risk factor do not qualify the opinion of the Directors that the working capital available to the Company is sufficient for its present requirements, that is, for at least the 12 months following the date of publication of this Circular (as set out in section 7 ( Working capital ) of Part 4: “ Additional Information ” of this Circular).

Wizz Air is exposed to the performance of the Airbus A320neo Family Aircraft and the New Engine Option of the Airbus A320neo Family Aircraft in respect of aircraft purchased under the New Airbus Agreement

Wizz Air has not yet selected the engines which will be installed on the A320neo Family Aircraft to be purchased under the New Airbus Agreement. The engines available for the A320neo Family Aircraft are the IAE PW1100G-JM engine manufactured by IAE and the CFM LEAP-1A engine manufactured by CFM. Both engines are new designs and neither engine has been tested in commercial service. There is a risk that the new engine design and/or the new materials used in the aircraft or the engines may be found to be less efficient, durable or reliable than expected over time, thereby leading to higher than anticipated maintenance and repair costs, higher risk of safety incidents and/or delays in delivery or even cancellation of the programme. If the engines fitted to the A320neo Family Aircraft do not deliver the anticipated fuel efficiency improvements or their efficiency significantly degrades over time, the anticipated savings in fuel costs may not materialise or may be lower than expected.

Wizz Air is also vulnerable to any problems that might be associated with the modified design of the airframe of the A321neo Aircraft. Wizz Air’s business, results of operations, financial condition and/or prospects could be adversely affected if a design defect or mechanical problem with the A320neo Family Aircraft was discovered, causing Wizz Air’s aircraft to be grounded while any such defect or problem was corrected, or attempts were made to correct it or if the programme was cancelled. The Group’s business, results of operations, financial condition and/or prospects could also be adversely affected if its customers were to avoid flying with Wizz Air due to an adverse public perception of the A320neo Family Aircraft caused by safety concerns or other problems, whether real or perceived.

Wizz Air is exposed to the failure or non-performance of Airbus, IAE or, if their engines are selected under the New Airbus Agreement, CFM

If either Wizz Air’s aircraft manufacturer (Airbus) or engine manufacturer (IAE or, in the case of A320neo Family Aircraft, CFM (if selected as the engine provider)) experiences financial difficulties, goes out of business or defaults on its obligations to Wizz Air, this could have adverse consequences for Wizz Air. In particular, Wizz Air would have to find another supplier for its aircraft or engines in order to achieve its organic growth strategy. If Wizz Air had to lease or purchase aircraft or engines from another supplier, it may

encounter significant delays in obtaining the aircraft or engines it requires and/or be unable to obtain those aircraft or engines on economic terms comparable to the terms of the agreement it has agreed with its existing suppliers. If Wizz Air was unable to obtain aircraft or engines from another supplier on terms acceptable to it, or at all, Wizz Air may be forced to consider leasing or purchasing aircraft and/or engines made by a different aircraft or engine manufacturer, and, as a result, could lose the benefits afforded by a single fleet type. Any replacement aircraft or engines may not have the same operating advantages as the A320ceo Family Aircraft, the IAE V2500 type engine or, as applicable, the A320neo Family Aircraft or the IAE PW1100G-JM engine or the CFM LEAP-IA engine. In addition, Wizz Air may not be able to lease or purchase such aircraft or engines within the anticipated timeframe, if at all. Further, the addition of any such different aircraft and/or engines would result in substantial transition costs, including costs associated with re-training Wizz Air’s employees.

Wizz Air’s operations could also be harmed by the failure or inability of Airbus or any relevant engine manufacturer to provide sufficient parts or related support services for their aircraft or engines on a timely basis. Moreover, the cost-effective management of new aircraft deliveries and deployments may be affected by many factors beyond Wizz Air’s control. Any delay in the scheduled delivery of Wizz Air’s aircraft could result in adverse consequences. If an aircraft is delivered late, Wizz Air’s ability to maintain desirable slots and expand its route network and flight frequencies could be jeopardised. Moving quickly from aircraft delivery to revenue-generating deployment requires the co-ordination of a number of processes, such as pilot hiring and training and increasing the number of flight frequencies and routes. If Wizz Air is unable to put new aircraft into service in a quick and coordinated manner, it may incur costs and lose anticipated revenue.

Any such failure or non-performance by Airbus or any relevant engine manufacturer could therefore have a material adverse effect on Wizz Air’s business, results of operations, financial condition and/or prospects and also on Wizz Air’s reputation.

RISKS RELATED TO, RESULTING FROM OR IMPACTED BY THE NEW AIRBUS AGREEMENT NOT BECOMING EFFECTIVE

Wizz Air may be unable to realise incremental Shareholder value

The Board considers that the New Airbus Agreement is in the best interests of the Company and Shareholders as a whole and currently provides the best opportunity for Wizz Air to obtain commercially attractive and competitively-priced terms for the purchase of A320neo Family Aircraft. The Board believes that replacing A320ceo Family Aircraft with more fuel efficient and (in the case of the A321neo Aircraft) larger A320neo Family Aircraft will reduce CASK allowing Wizz Air to maintain or improve its cost advantage against competitors.

If the New Airbus Agreement does not become effective, other airlines may take advantage of the fuel efficiency provided by new generation engine technology or driving down CASK with larger capacity aircraft while Wizz Air is unable to do so. This may result in a competitive disadvantage to Wizz Air resulting in it not being able to deliver sustainable returns to Shareholders over the long term. Wizz Air may be unable to maintain or improve its cost advantage over competitors on its routes, retain its leading market positions, maintain its current fleet growth plan and/or take advantage of opportunities to grow. Any of these factors could have a material adverse effect on Wizz Air’s business, financial condition or results of operations.

Wizz Air could fail to find suitable alternative arrangements for the purchase or leasing of aircraft

If the New Airbus Agreement does not become effective, the Board believes that Wizz Air would need to find alternative arrangements to purchase or lease aircraft to fulfil Wizz Air’s strategic plans. This may require Wizz Air to negotiate ad hoc deals with suppliers and/or lessors, however there can be no assurance that it will be able to obtain the required number and type of aircraft at favourable rates or with the optimal delivery dates. If Wizz Air were to negotiate other arrangements for the acquisition of new aircraft in the future, there may be a significant lack of available delivery positions.

RISKS RELATED TO WIZZ AIR AS RELATED TO, RESULTING FROM OR IMPACTED BY THE PROPOSED PURCHASE

Wizz Air is exposed to currency fluctuations

Wizz Air’s business, results of operations and financial condition may be adversely affected by fluctuations in exchange rates, particularly between the Euro and the US Dollar. Wizz Air reports its financial results in Euros. However, it transacts and holds assets and liabilities in currencies other than Euros. A significant proportion (49.5% in FY 2015) of Wizz Air’s costs are incurred in US Dollars, including aviation fuel, payments under aircraft leases, a significant part of maintenance payments and insurance. In addition, Wizz Air has various significant monetary asset and liability positions on its balance sheet that are denominated in US Dollars including pre-delivery payments to Airbus, payments to aircraft lessors on its leased aircraft and letters of credit which are required as a result of agreements with aircraft lessors and other business partners. Continued or further strengthening of the US Dollar against the Euro will result in an increase of the Company’s fuel and leasing costs and may impact results and margins.

The price of each aircraft to be purchased under the New Airbus Agreement is denominated in US Dollars. In addition, Wizz Air will be required to make pre-delivery payments under the New Airbus Agreement in US Dollars and such payments will then be recorded as assets denominated in US Dollars on its balance sheet.

Wizz Air engages in Euro/US Dollar currency hedging transactions to reduce its exposure to currency fluctuations in respect of costs incurred in US Dollars and US Dollar denominated asset and liability positions, but there can be no assurance that these hedging transactions will be sufficient to protect against its increased exposure to adverse exchange rate movements between the Euro and US Dollar. Any adverse exchange rate movements in the currency exchange rates, to the extent not hedged by Wizz Air, could have a material adverse effect on Wizz Air’s business, results of operations, financial condition and/or prospects.

Interest rate movements could adversely affect Wizz Air

Wizz Air has some exposure to fluctuations in interest rates. Of the 63 aircraft in its fleet as at the date of this Circular, six are currently held pursuant to operating leases which are subject to floating rates of interest. In addition, Wizz Air is exposed to interest rate fluctuations in respect of two undelivered aircraft in respect of which sale and leaseback arrangements have been entered into. The Company’s exposure to fluctuations in interest rates may increase as a result of the Proposed Purchase should the Company elect to finance some of the aircraft to be purchased under the New Airbus Agreement pursuant to financing arrangements with variable interest rates.

Wizz Air did not use financial derivatives to hedge its interest rate risk during FY 2013, FY 2014 or FY 2015. Any adverse interest rate movements could have a material adverse effect on Wizz Air’s business, results of operations, financial condition and/or prospects.

Wizz Air’s aircraft needs may change before, during or after the delivery period such that Wizz Air no longer requires the 110 aircraft it is committed to purchase from Airbus pursuant to the New Airbus Agreement

Although the firm order for 110 A321neo Aircraft is in line with Wizz Air’s current expectations for its future aircraft fleet needs, Wizz Air’s business needs may change due to events outside of its control as airlines are exposed to risks from, amongst other things, political instability, social unrest, civil war, international conflicts and failing governments, accidents, terrorist attacks, natural catastrophes such as volcanic eruptions, climate change, outbreaks of diseases and general economic conditions. These could lead to Wizz Air being unable to fly its customers to their destinations or experiencing significant losses throughout its business. Demand for Wizz Air’s products could also be adversely affected by general competitive pressures within the industry. In any of these situations, Wizz Air’s aircraft needs could be significantly reduced however Wizz Air would be committed to acquire the aircraft under the New Airbus Agreement notwithstanding any such reduction in demand, which could have a material adverse effect on Wizz Air’s business, financial condition, results of operations and prospects.

RISKS RELATED TO WIZZ AIR’S INDUSTRY AS RELATED TO, RESULTING FROM OR IMPACTED BY THE PROPOSED PURCHASE

Airlines are often affected by factors beyond their control, including adverse weather conditions, an outbreak of a contagious disease, terrorist incidents (or the threat of such incidents), catastrophic loss and major accidents or incidents

Like other airlines, Wizz Air is subject to disruptions caused by factors beyond its control, including adverse weather conditions and other natural events, such as the ash cloud generated by the eruption of the Eyjafjallajökull volcano in Iceland in April and May 2010. Delays frustrate passengers, may affect Wizz Air’s reputation and may reduce aircraft utilisation as a result of flight cancellations and increase costs, all of which, in turn, affect profitability. In the event of fog, snow, rain, storms or other adverse weather conditions or natural events, flights may be cancelled or significantly delayed. An outbreak of a contagious disease, such as avian flu, swine flu, severe acute respiratory syndrome (SARS) or Ebola, or another contagious disease with the potential to become a pandemic, could affect travel behaviour by reducing passenger traffic, either generally or to offered destinations.

Hijacking or other terrorist incidents anywhere in the world, or the threat of such incidents, can significantly harm public confidence in the airline industry, reduce passenger traffic or affect general political, economic or business conditions in ways that could result in reduced demand for airline transport services, increased costs or reduced passenger revenue. Although Wizz Air’s operations are safe and secure, achieving higher than industry average safety and security performance levels, security measures have in the past disrupted and may potentially in the future disrupt Wizz Air’s business on a temporary or long-term basis.

In addition, Wizz Air, like all airlines, is exposed to potential catastrophic losses in the event that any of the Group’s aircraft is subject to an accident or other catastrophe. This may involve not only the repair or replacement of damaged or lost aircraft and its consequent temporary or permanent loss from service, but also claims from injured passengers and survivors of deceased passengers. There can be no assurance that the amount of the Group’s insurance coverage available in the event of such losses would be adequate to cover such losses, or that the Group would not be forced to bear substantial losses from such events, regardless of its insurance cover. Moreover, any aircraft accident or incident, even if fully insured, could create a public perception that Wizz Air is less safe or reliable than other airlines, which could cause passengers to lose confidence in Wizz Air and switch to other airlines or other means of transportation.

Any of the above events could reduce demand for Wizz Air’s services and have a material adverse effect on the Group’s business, results of operations, financial condition and/or prospects. Nevertheless, Wizz Air Hungary would still be committed to purchase the aircraft under the New Airbus Agreement, which could adversely affect the Group’s ability to adjust capacity in response to any such reduced customer demand. This could have a material adverse effect on the Group’s business, results of operations, financial position and prospects.

The airline industry is exposed to fuel price fluctuations

Fuel costs are the largest component of Wizz Air’s operating costs, accounting for 37.4% of total operating costs in FY 2015 and 37.7% of Wizz Air’s total operating costs in Q1 2016. As such, Wizz Air’s operating costs are significantly affected by changes in the availability and cost of aviation fuel. Aviation fuel has been, and is expected in the future to continue to be, subject to significant price volatility and fluctuations in supply and demand as a result of factors including weather-related events, natural disasters, political disruptions or wars involving oil-producing countries, changes in governmental policy concerning fuel production, transportation or marketing, changes in fuel production capacity and environmental concerns. Wizz Air incurs fuel costs in US Dollars. Wizz Air typically hedges over a period of 18 months although it has extended its fuel hedge coverage out to the end of FY 2017 in response to falling oil prices. Although Wizz Air has a policy of hedging a portion of its projected aviation fuel requirements, hedging contracts do not fully protect it from significant increases.

If fuel prices fall significantly from current levels then the advantages of operating the more fuel efficient A321neo Aircraft would reduce. Whilst the New Airbus Agreement should assist in addressing Wizz Air’s exposure to fuel price volatility, a very significant long-term reduction in fuel costs could cause Wizz Air to

be disadvantaged when compared to other airlines retaining older, less fuel efficient aircraft but with lower capital costs. On the other hand, a very significant long-term increase in the price of aviation fuel could lead to reduced customer demand for Wizz Air’s services. Wizz Air may be able to mitigate the effect of fuel price rises by increasing fares or other passenger charges, but there is no guarantee that this strategy will be sustainable nor is there any certainty as to the magnitude or timing of any such rises in the price of fuel.

Moreover, if the Resolution is not approved and the New Airbus Agreement does not become effective, Wizz Air will not be able to take advantage of the more fuel efficient A321neo Aircraft, thereby exacerbating the potential material adverse effects of any fuel price fluctuations on Wizz Air’s business, financial condition and/or results of operations.

Any of the foregoing could have a material adverse effect on Wizz Air’s business, results of operations, financial condition and/or prospects. In any event, Wizz Air Hungary would still be committed to purchase the aircraft under the New Airbus Agreement, which could adversely affect the Group’s ability to adjust its capacity in response to any such rise or fall in the cost of aviation fuel. This could have a material adverse effect on the Group’s business, results of operations, financial position and prospects.

PART 3 SUMMARY OF THE TERMS AND CONDITIONS OF THE NEW AIRBUS AGREEMENT

1. Introduction

The Company’s wholly-owned subsidiary, Wizz Air Hungary, entered into the New Airbus Agreement on 11 September 2015. The New Airbus Agreement provides for (i) the purchase of 110 A321neo Aircraft for delivery between 2019 and 2024 (inclusive), (ii) uncommitted purchase rights for the purchase of an additional 90 A321neo Aircraft and (iii) a significant amount of flexibility to ensure that the aircraft delivery stream meets Wizz Air’s operational requirements, including the possibility to substitute a number of A321neo Aircraft with A320neo Aircraft and/or to defer a number of aircraft scheduled for delivery in any one calendar year. Wizz Air Hungary also entered into an amendment agreement relating to the Existing Airbus Agreement on 11 September 2015 pursuant to which (and conditional upon the New Airbus Agreement entering into force) ten A320ceo Aircraft currently scheduled for delivery in 2018 under the Existing Airbus Agreement will be cancelled.

2. Delivery schedule

The 110 firmly-ordered A321neo Aircraft are scheduled for delivery as follows:

			Calendar year
	–––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––
	2019	2020	2021 2022	2023	2024
	–––––	–––––	––––– –––––	–––––	–––––
Current contracted delivery schedule
– of which A321 . . . . . . . . . . . . . . . . . .	17	16	23 27	17	10

The additional 90 A321neo Aircraft in respect of which Wizz Air Hungary has uncommitted purchase rights may be exercised in four batches as follows:

The first batch of 15 aircraft during 2017;
The second batch of 15 aircraft during 2018;
The third batch of 30 aircraft during 2019; and
The fourth batch of 30 aircraft during 2020.

The actual delivery dates of any aircraft in respect of which Wizz Air Hungary exercises a purchase right will be agreed by Airbus and Wizz Air Hungary following exercise of the option. The delivery date of such aircraft is subject to Airbus' then-prevailing industrial and commercial constraints.

3. Price

The following table sets out the average list price, including engines, of the A320neo Family Aircraft:

	Total (US$) based on January 2015 list prices
	–––––––––––––––––––––––––––––––––––––––
A320neo Aircraft . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	US$106.2 million
A321neo Aircraft . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	US$124.4 million

The final price depends on design weights, engine choice and level of selected customisation. The final price for the airframe and the New Engine Option is subject to price escalation by applying a formula reflecting increases in the published relevant labour and material indices between the time the list price of the relevant aircraft was set and the delivery of each aircraft.

Under the New Airbus Agreement, Wizz Air Hungary is responsible for the payment of any taxes (including VAT) but is not liable for any taxes relating to the manufacture of the aircraft, which will be payable by Airbus. Changes to the specification of the aircraft may result in an increase in the price of the aircraft.

Airbus has granted very substantial discounts to Wizz Air Hungary. These take the form of credit memoranda which may be applied against the purchase price of the aircraft or towards the purchase of goods and services from Airbus. As a result the effective price of the A320neo Family Aircraft will be substantially below the aircraft average list price mentioned above.

The cost of buyer-furnished equipment which will be selected by Wizz Air Hungary to be installed on each aircraft is in addition to the prices set out above.

The same pricing structure applies to the firmly-ordered aircraft and the uncommitted purchase rights aircraft. Escalation for any of these aircraft delivered before the end of December 2024 is subject to a maximum agreed percentage, beyond which neither the Company nor Airbus is obliged to proceed with the delivery of a particular aircraft. Price increases after December 2024 will not be capped unless Airbus and Wizz Air Hungary agree otherwise at the relevant time.

4. Engine selection

Wizz Air Hungary has not yet selected the engines which will be installed on the aircraft. The engines available for the A320neo Family Aircraft are the IAE PW1100G-JM engine manufactured by IAE and the CFM LEAP-1A engine manufactured by CFM. Under the New Airbus Agreement, Wizz Air Hungary must select the engines that will equip the aircraft by 31 December 2016. Wizz Air Hungary will engage with the relevant engine suppliers in a competitive process to ensure that the selected engines are acquired at a substantial discount to the list price and with an appropriate support package.

5. Payment terms

Wizz Air Hungary will make certain pre-delivery payments to Airbus under the New Airbus Agreement. These pre-delivery payments are calculated as a percentage of the agreed aircraft price and are payable at fixed times prior to the scheduled delivery date of an aircraft. The balance of the aircraft purchase price becomes payable upon delivery of the aircraft.

Subject to various conditions having been met, Airbus will support Wizz Air Hungary in arranging financing for a certain number of the aircraft.

6. Indemnity and limitations on liability

The New Airbus Agreement contains customary indemnities granted by Wizz Air Hungary in favour of Airbus and limitations on Airbus’ liability, in each case subject to appropriate carve-outs. The indemnities and limitations cover areas such as claims relating to or arising from the condition of the aircraft and/or software supplied by Airbus, repairs carried out by Wizz Air Hungary or one of its maintenance providers and the provision of training personnel by Airbus to Wizz Air Hungary.

7. Support

Airbus has agreed to provide various goods and services to Wizz Air both prior to delivery and during the period for which Wizz Air operates the A320neo Family Aircraft. These include technical support and training, spare parts support, training of a number of Wizz Air’s flight crews and the provision of technical manuals and software and other materials with respect to each aircraft.

Airbus provides airframe and spare part warranties, including warranties against defects in design, materials or workmanship and indemnifies Wizz Air Hungary against any intellectual property infringement claims that may be brought against Wizz Air Hungary in relation to an aircraft.

Finally, Airbus provides certain performance guarantees in favour of Wizz Air Hungary relating to matters including fuel efficiency.

8. Termination

Either party may terminate the New Airbus Agreement if the other party becomes insolvent or becomes subject to insolvency procedures.

If the scheduled delivery of an aircraft is delayed for more than an agreed maximum period as a result of a delay beyond the control of Airbus (an “ excusable delay ”), then Wizz Air Hungary has the right to terminate the New Airbus Agreement in relation to the affected aircraft. Either party may terminate the New Airbus Agreement in relation to an aircraft the scheduled delivery date of which is delayed by more than twelve months as a result of an excusable delay.

If the scheduled delivery of an aircraft is delayed for more than 30 days beyond the last day of the scheduled delivery month of that aircraft for any reason other than an excusable delay or total loss of the relevant aircraft (a “ non-excusable delay ”), then Wizz Air has contractual recourse against Airbus. If the nonexcusable delay continues for more than an agreed maximum period, then Wizz Air Hungary has the right to terminate the New Airbus Agreement in relation to the affected aircraft. Either party may terminate the New Airbus Agreement in relation to an aircraft the scheduled delivery date of which is delayed by more than twelve months as a result of a non-excusable delay.

The New Airbus Agreement requires the Company to have obtained shareholder approval of the Proposed Purchase by 15 November 2015.

PART 4 ADDITIONAL INFORMATION

1. Responsibility statement

The Company and the Directors, whose names are set out in section 3 ( Directors ) of this Part 4, accept responsibility for the information contained in this Circular. To the best of the knowledge and belief of the Company and the Directors (who have taken all reasonable care to ensure that such is the case) the information contained in this Circular is in accordance with the facts and does not omit anything likely to affect the import of such information.

2. Company name, legal form and registered office

The Company was incorporated and registered in Jersey on 3 June 2009 under the Jersey Companies Law as a public limited company with the name Wizz Air Holdings Plc and with registered number 103356.

The Company’s registered office is situated at 44 Esplanade, St. Helier, JE4 9WG, Jersey. The principal place of business of the Company is World Trade Center 1, Geneva International Airport, 1215, Geneva 15, Switzerland. The telephone number of the Company’s principal place of business is +41 22 555 9858.

The principal legislation under which the Company operates and the Ordinary Shares have been created is the Jersey Companies Law and regulations made thereunder.

3. Directors

The Directors and their respective positions in the Company are as follows:

4. Directors’ and Senior Managers’ interests

4.1 As at 14 October 2015 (being the latest practicable date prior to the publication of this Circular) the interests (all of which are beneficial) of the Directors and Senior Managers, their respective families and (so far as is known to them or could with reasonable diligence be ascertained by them) persons connected (within the meaning of section 96B(2) of FSMA) with each of them in the issued share capital of the Company (including: (a) those arising pursuant to transactions notified to the Company pursuant to Rule 3.1.2R of the Disclosure and Transparency Rules or (b) those of connected persons of the Directors or Senior Managers which would, if such connected person were a Director or Senior Manager, be required to be disclosed under (a) above are set out in the following table:

Direct ownership –––––––––––– –––––––––––––––––––––––– Interests Total Number of Number of Number of Ordinary Ordinary Ordinary Convertible Share Directors Shares Shares Shares interests –––––––––––––––––––––– –––––––––––– –––––––––– –––––––––– –––––––––– William A. Franke[(1)] . . . . . . . . . 82,917 6,815,383 48,830,503 6,898,300 József Váradi[(2)] . . . . . . . . . . . . . 10,500 2,385,000 – 2,395,500 Thierry de Preux . . . . . . . . . . . . 66,384 – – 66,384 Guido Demuynck . . . . . . . . . . . 5,250 – – 5,250 Simon Duffy . . . . . . . . . . . . . . . 5,250 – – 5,250 Stephen L. Johnson . . . . . . . . . . 52,750 – – 52,750 John McMahon . . . . . . . . . . . . . 14,750 – – 14,750 John R. Wilson . . . . . . . . . . . . . 59,083 – – 59,083

Notes:

(1) Mr. Franke is deemed to be interested in all of the Ordinary Shares and Convertible Shares held by Indigo Hungary LP, Indigo Maple Hill, L.P., Indigo Hungary Management LLC and Bigfork Partners LLC for the purposes of section 96B of FSMA. Indigo Hungary LP and Indigo Maple Hill, L.P. also hold convertible notes that, subject to certain conditions, are convertible into Ordinary Shares of the Company.
(2) Mr. Váradi is deemed to be interested in the Ordinary Shares held by his family trust companies.

Direct ownership ––––––––––––	Interests ––––––––––	Total
Number of	Number of	Ordinary
Ordinary	Ordinary	Share
Senior Managers Shares	Shares	interests
–––––––––––––––––––––– ––––––––––––	––––––––––	––––––––––
John Stephenson . . . . . . . . . . . . . . . . . . . . . . . . . 480,000	–	480,000
Mike Powell . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 486,125	–	486,125
György Abrán . . . . . . . . . . . . . . . . . . . . . . . . . . . . 244,563	–	244,563
Diederik Pen . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5,250	–	5,250
Owain Jones . . . . . . . . . . . . . . . . . . . . . . . . . . . . . –	–	–

4.2 In addition to the interests in the share capital of the Company described in section 4.1 above, the following awards and options have been granted to Directors and Senior Managers which remain outstanding as at 14 October 2015 (being the latest practicable date prior to the publication of this Circular):

Ordinary Shares Exercise price subject to the Exercise period/ per Ordinary Name option/award vesting date Share (£) –––––––––––––––––––––––– –––––––––– –––––––––––––––––––––– –––––––––– Directors József Váradi[(1)] . . . . . . . . . . . . . 165,000 11/04/2014 – 11/04/2021 1.90 73,805 08/07/2018 nil Senior Managers John Stephenson . . . . . . . . . . . . 96,250 11/04/2014 – 11/04/2021 1.90 35,453 08/07/2018 nil Mike Powell . . . . . . . . . . . . . . . 27,271 08/07/2018 nil György Abrán . . . . . . . . . . . . . . 23,862 08/07/2018 nil Diederik Pen . . . . . . . . . . . . . . . 250,000 05/02/2016 – 05/02/2023 2.28 19,499 08/07/2018 nil Owain Jones . . . . . . . . . . . . . . . 21,000 20/09/2013 – 20/09/2020 1.65 170,000 10/12/2017 – 10/12/2024 10.05 18,749 08/07/2018 nil

Notes:

(1) These options have been transferred to a family trust company.
4.3 Save as disclosed in sections 4.1 and 4.2 of this Part 4, none of the Directors or Senior Managers have any interest in the issued share capital of the Company.

5. Directors’ service contracts and letters of appointment

5.1 Other than as set out below, there are no existing or proposed service contracts or letters of appointment between any Director and any member of the Group except for the contracts and letters of appointment (as from time to time amended) details of which were included in the Company’s 2015 Annual Report and Accounts and a summary of which is provided below.

Executive Director

5.2 The Chief Executive Officer entered into a service agreement with WAHL, effective as of 1 April 2010, subject to termination upon three months’ notice by either party. WAHL also has the right to terminate Mr. Váradi’s employment with immediate effect by payment in lieu of notice. The service agreement contains post-termination restrictive covenants preventing Mr. Váradi from competing with WAHL or any of its business partners in the EU as well as those non-EU countries where WAHL operates for a period of one year following the termination of his employment. Mr. Váradi will be paid a sum equal to six months’ base salary if WAHL chooses to enforce these restrictive covenants. Upon termination of employment other than for cause, Mr. Váradi is entitled to a severance payment equal to six months’ salary.

Non-Executive Directors

5.3 The Company entered into letters of appointment with each of its Non-Executive Directors on 4 June 2014, which became effective on completion of the Company’s initial public offering on 2 March 2015 for a term of three years. Each Non-Executive Director’s appointment may be terminated by the Company or the Non-Executive Director with one month’s written notice. Continuation of the appointment is contingent on continued satisfactory performance and re-election at the Company’s annual general meetings and the appointment will terminate automatically on the termination of the appointment by the Shareholders or, where Shareholder approval is required for the appointment to continue, the withholding of approval by the Shareholders. Reappointment will be reviewed annually.
5.4 Each Non-Executive Director receives a fee of €25,000 per annum, plus €2,500 for each full Board Meeting attended. Simon Duffy, as chairman of the Audit Committee, will receive an additional fee of €18,750 per annum for taking on that role. Guido Demuynck, as chairman of the Remuneration Committee, will receive an additional fee of €12,500 per annum for taking on that role. Mr. Franke, as Chairman, will receive an additional fee of €25,000 per annum for taking on that role. The NonExecutive Directors will also be reimbursed for all proper and reasonable expenses incurred in performing their duties.
5.5 In accordance with the terms of the letters of appointment described above, each of the Non-Executive Directors is required to allocate sufficient time to discharge their responsibilities effectively. Each Letter of Appointment contains obligations of confidentiality which have effect during the appointment and after termination thereof.

5.6 The date of appointment/reappointment and expiry date of the Executive Directors and Non-Executive Directors’ current service contracts/letters of appointment (as applicable) are set out below:

Date of appointment in current service contract or letter Expiry date of of appointment/date service contract/ of first appointment letter of to the Board appointment –––––––––––––––––––––––––– ––––––––––––– Executive Director József Váradi . . . . . . . . . . . . . . . . . . . . . . . . . 1 April 2010/16 June 2009 N/A Non-Executive Directors William A. Franke . . . . . . . . . . . . . . . . . . . . . 2 March 2015/7 October 2009 N/A Thierry de Preux . . . . . . . . . . . . . . . . . . . . . . . 2 March 2015/1 October 2012 N/A Guido Demuynck . . . . . . . . . . . . . . . . . . . . . . 2 March 2015/1 February 2014 N/A Simon Duffy . . . . . . . . . . . . . . . . . . . . . . . . . . 2 March 2015/1 January 2014 N/A Stephen L. Johnson . . . . . . . . . . . . . . . . . . . . 2 March 2015/5 August 2011 N/A John McMahon . . . . . . . . . . . . . . . . . . . . . . . . 2 March 2015/1 May 2012 N/A John R. Wilson . . . . . . . . . . . . . . . . . . . . . . . . 2 March 2015/7 October 2009 N/A

6. Major interests in shares

6.1 So far as is known to the Company, the names of any persons other than a Director who, directly or indirectly, holds 3% or more of the Company’s voting rights and has been notified under the Disclosure and Transparency Rules as at 14 October 2015 (being the latest practicable date prior to the publication of this Circular) are as follows:

Number of Ordinary Shares Percentage of as notified to current issued Name the Company share capital ––––––––––––– ––––––––––––– ––––––––––––– Indigo Hungary LP . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5,174,788 9.9% Old Mutual PLC . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,145,420 7.1% Fidelity Management & Research Co . . . . . . . . . . . . . . . . . . 2,870,658 5.5% Váradi J.J.[(1)] . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,470,555 4.7% PAR Capital Management Inc . . . . . . . . . . . . . . . . . . . . . . . . 2,395,500 4.6% AGTA Invest Co. Ltd[(2)] . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,962,208 3.8% Indigo Maple Hill, L.P. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,565,845 3.0%

Notes:

(1) Including family trust companies.
(2) Formerly Eurohand Zrt.
6.2 The Company’s major Shareholders do not have voting rights attached to the Ordinary Shares they hold that are different to those held by the other Shareholders.
6.3 Save as set out in section 6.1 of this Part 4, as at 14 October 2015 (being the latest practicable date prior to the publication of this Circular), the Company is not aware of any person who is directly or indirectly has an interest in the Company’s issued ordinary share capital which is notifiable under the Disclosure and Transparency Rules by virtue of exceeding the relevant thresholds of total voting rights attaching thereto.

7. Working capital

The Company is of the opinion that the working capital available to the Group, taking into account its cash resources and the Group’s existing committed aircraft financing arrangements, is sufficient for its present requirements, that is for at least the next 12 months from the date of publication of this Circular.

8. Profit forecast

8.1 On 29 September 2015 as part of its pre-close trading statement for H1 2016, the Company updated its profit guidance for the full year financial performance for FY 2016 which constitutes a Profit Forecast for the purposes of the Listing Rules. The statement is set out in paragraph 8 ( Current trading and prospects ) of Part 1: “ Letter from the Chairman ” of this Circular.
8.2 The Directors have considered and confirm that the Profit Forecast remains correct as at the date of this Circular.

Basis of preparation

8.3 The Profit Forecast has been properly compiled on the basis of the assumptions stated below and on a basis consistent with the accounting policies of Wizz Air which are expected by the Directors to be applicable for FY 2016 and which are in accordance with IFRS as adopted by the EU.
8.4 The Directors have prepared the Profit Forecast based on the pre-close trading statement published on 29 September 2015, the unaudited interim management statement for Q1 2016, the unaudited management accounts for July and August 2015 and a forecast of the results for the seven month period ending 31 March 2016.

Assumptions

8.5 The Directors have prepared the Profit Forecast on the basis of the following assumptions.
8.6 Factors outside the influence or control of the Directors:
(a) there will be no fundamental changes in the political and/or economic environment that would materially affect the Group during the seven month forecast period to 31 March 2016;
(b) there will be no material changes in market conditions over the seven month forecast period to 31 March 2016 in relation to either customer demand or the competitive environment;
(c) there will be no material change in legislation or regulatory requirements impacting the Group’s operations or its accounting policies;
(d) there will be no business disruptions that materially affect the Group, its customers or operations, including natural disasters, acts of terrorism, cyber-attack and/or technological issues, air traffic control strikes or industry-wide technical issues with the aircraft models currently used by the Group;
(e) US$/Euro foreign exchange rates will be an average of US$1.10 for the remainder of the forecast period to 31 March 2016;
(f) unhedged fuel prices will be US$550 per metric tonne for the remainder of the forecast period to 31 March 2016; and
(g) there will be no service bulletins resulting in additional unexpected maintenance to be performed on the Group’s aircraft.
8.7 Factors within the influence or control of the Directors:
(a) there will be no material acquisitions or disposals of businesses during FY 2016;
(b) there will be no material change in the present management or control of the Group or its existing operational strategy;
(c) RASK will decrease by a low single digit percentage during FY 2016;
(d) there will be a modest load factor improvement over the prior financial year; and
(e) ex-fuel CASK will increase by around 1% in FY 2016.

9. Material contracts

No contracts have been entered into (other than contracts entered into in the ordinary course of business) by the Company or any member of the Group either: (i) within the period of two years immediately preceding the date of this Circular, which are or may be material to the Group; or (ii) which contain any provisions under which any member of the Group has any obligation or entitlements which is, or may be, material to the Group as at the date of this Circular, save for:

(a) the New Airbus Agreement which is summarised in Part 3: “ Summary of the terms and conditions of the New Airbus Agreement ” of this Circular; and
(b) the material contracts disclosed in section 13 ( Material contracts ) of Part XI: “ Additional Information ” of the IPO Prospectus, which are hereby incorporated by reference into this Circular.

10. Related party transactions

10.1 The following are the related party transactions (which for these purposes are those set out in the Standards adopted according to Regulation (EC) No 1606/2002), that the Company has entered into during each of FY 2013, FY 2014 and FY 2015 and up to the date of this Circular:
transactions with key management personnel, further details of which are included in note 37 on page 112 of the Company’s 2015 Annual Report and section 15 ( Related party transactions ) of Part XI: “ Additional Information ” on page 273 of the IPO Prospectus each of which is hereby incorporated by reference into this Circular;
loans made by the Company to several of its officers and the family trust company of one of its officers in order to enable them to exercise options to acquire Ordinary Shares which were granted under the Wizz Air International Employee Share Option Plan 2009 prior to the transfer of the relevant officers to the Company’s head office in Geneva, further details of which are included in note 37 on page 112 of the Company’s 2015 Annual Report which is hereby incorporated by reference into this Circular; and
transactions with Indigo Partners LLC, further details of which are included in note 37 on page 112 of the Company’s 2015 Annual Report and section 15 ( Related party transactions ) of Part XI: “ Additional Information ” on page 273 of the IPO Prospectus each of which are hereby incorporated by reference into this Circular.
10.2 Save as set out above, there were no related party transactions entered into by the Company during the three years ended 31 March 2015, and there have been no related party transactions entered into by the Company since 31 March 2015.

11. Litigation

Save as disclosed below, neither the Company, nor any other member of the Group, is or has been involved in any governmental, legal or arbitration proceedings (including any such proceedings which are pending or threatened of which the Company is aware) during the twelve months preceding the date of this Circular, which may have or have had in the recent past a significant effect on the Company’s and/or Group’s financial position or profitability.

11.1 European Commission state aid investigations

Six of the European Commission’s on-going state aid investigations which are in their formal phase concern arrangements between Wizz Air and certain airports to which it flies, namely, Timişoara, Cluj-Napoca, Targu Mures, Beauvais, Girona and Lübeck. Wizz Air has submitted its legal observations and supporting economic analysis of these arrangements to the European Commission. Ultimately, an adverse decision by the European Commission could result in a repayment order for the recovery from Wizz Air of any amount determined by the European Commission to be illegal state aid. See note 35 of the financial information set out in the Company’s 2015 Annual Report and Accounts for further details of management’s estimates of the maximum potential exposure in respect

of the Timişoara investigation. The Company is preparing its legal observations and supporting economic analysis in respect of the European Commission’s investigations connected with Cluj-Napoca and Targu Mures airports and so cannot comment on the substance of these cases at this stage. None of the other three on-going investigations are expected to lead to exposure that is material to the Group.

The European Commission has given notice that the state aid investigations involving Wizz Air will be assessed on the basis of new “EU Guidelines on State aid to airports and airlines” which were adopted by the European Commission on 20 February 2014. Where relevant, Wizz Air has made further submissions to the European Commission in connection with this notification.

11.2 Claims by Carpatair

Carpatair, a regional airline based in Romania started a number of cases in the Romanian courts during 2012 and 2013 which relate to Carpatair’s allegations that Timişoara airport granted unlawful state aid to Wizz Air pursuant to an agreement between the parties or by virtue of the publicly available scheme of charges published by Timişoara airport. Wizz Air is intervening in the defence of these claims, either in its own right or in support of Timişoara airport. One of these cases determined that state aid existed in the 2010 scheme of charges, but failed to substantiate that decision or to quantify the amount involved. Following this decision, Carpatair began a case in which both Timişoara airport and Wizz Air are named as defendants and, pursuant to which, Carpatair aims to have the alleged state aid under the 2010 scheme of charges quantified and a repayment order issued. Wizz Air understands that the Romanian Chamber of Accounts has issued a decision requiring Timişoara airport to recover from Wizz Air an amount of approximately €3 million in respect of the state aid attributable to the 2010 and 2011 scheme of charges despite there having been no expert quantification of the amount and the airport has now started proceedings which Wizz Air is defending.

Save in respect of the case relating to the 2010 scheme of charges, the claim amounts in respect of Carpatair’s actions described above (both singly and in aggregate) are not currently quantifiable.

11.3 Claim against Warsaw Modlin Airport

Wizz Air has started proceedings in the Polish courts seeking damages from Warsaw Modlin Airport arising from Wizz Air’s forced relocation to Warsaw Chopin Airport following the failure to install an instrument landing system at the airport and, then, the prolonged closure of Warsaw Modlin Airport as a result of a sub-standard runway. The case remains ongoing, with the hearings to date involving a number of witnesses who presented evidence in support of Wizz Air’s claim and in defence of the airport. The next hearing is scheduled for 22 October 2015.

12. Significant change

There has been no significant change in the financial or trading position of the Group since 31 March 2015, the date to which the Company’s latest audited financial information for the twelve months to 31 March 2015 were published.

13. Information incorporated by reference

13.1 The following information has been incorporated into this Circular by reference:

Where incorporated in Information incorporated by reference this Circular Page number ––––––––––––––––––––––––––––––––––––––––———— –––––––––––––––––– ––––––––––– Section 13 ( Material contracts ) of Part XI: “ Additional Information ” of the IPO Prospectus section 9 of this Part 4 266-272 Section 15 ( Related party transactions ) of Part XI: “ Additional Information ” of the IPO Prospectus section 10 of this Part 4 273 Note 37 to the Company’s 2015 Annual Report and Accounts section 10 of this Part 4 112 Note 35 to the Company’s 2015 Annual Report and Accounts section 11.1 of this Part 4 111

The sections of the IPO Prospectus and the Company’s 2015 Annual Report and Accounts not being incorporated by reference herein are either not relevant for Shareholders’ consideration of the Proposed Purchase or are covered elsewhere in this Circular.

13.2 The information referred to in section 13.1 of this Part 4 can be accessed by Shareholders at http://corporate.wizzair.com.
13.3 Information that is itself incorporated by reference or referred or cross-referred to in the documents listed in section 13.1 of this Part 4 is not incorporated by reference into this Circular. Except as set forth in section 13.1 of this Part 4, no other sections of these documents are incorporated by reference into this Circular.

14. Consent

J.P. Morgan Cazenove has given, and not withdrawn, its consent to the inclusion in this Circular of the references to its name in the form and context in which they are included.

15. Documents available for inspection

15.1 Copies of the following documents will be available for inspection during normal business hours on weekdays (Saturdays, Sundays and public holidays excepted) at the registered office of the Company, at the Company’s corporate headquarters at World Trade Center 1, Geneva International Airport, 1215 Geneva 15, Switzerland and at the offices of Latham & Watkins (London) LLP at 99 Bishopsgate, London EC2M 3XF, United Kingdom, from the date of this Circular up to and including the date of the General Meeting:
(a) the articles of association of the Company;
(b) the consent referred to in section 14 ( Consents ) of this Part 4;
(c) the consolidated audited financial statements for Wizz Air for FY 2015;
(d) the interim management statement published on 29 July 2015 which includes the unaudited interim management statement for Q1 2016;
(e) the New Airbus Agreement; and
(f) this Circular.

Dated: 15 October 2015

PART 5 DEFINITIONS

The following definitions apply throughout this Circular, unless the context otherwise requires:

“€” or “Euro”	the lawful currency of the European Union, from time to time;
“2015 Annual Report”	the audited and consolidated annual report and accounts (including
	relevant accounting policies and notes) of the Group and the audit
	report thereon for FY 2015;
“A320ceo Aircraft”	a variant of the current generation A320 Family Aircraft equipped
	with current IAE V2500 Engine variant as contemplated by the
	Existing Airbus Contract;
“A320ceo Family Aircraft”	Airbus A320ceo Aircraft and A321ceo Aircraft;
“A320neo Aircraft”	new generation Airbus A320 aircraft equipped with the New Engine
	Option, which are the subject of the New Airbus Agreement;
“A321ceo Aircraft”	a variant of the current generation A320 Family Aircraft equipped
	with current IAE V2500 Engine variant as contemplated by the
	Existing Airbus Agreement;
“A321neo Aircraft”	new generation Airbus A321 aircraft equipped with the New Engine
	Option, which are the subject of the New Airbus Agreement;
“A320neo Family Aircraft”	Airbus A320neo Aircraft and A321neo Aircraft;
“Act”	the Companies Act 2006 of England and Wales, as amended from
	time to time;
“Airbus”	Airbus SAS (including, where the context requires, its subsidiary
	undertakings);
“aircraft average list price”	the average list price for a particular model of aircraft, including the
	average cost of the engines available for such aircraft;
“ASK”	available seat kilometres, the number of seats available for
	scheduled passengers multiplied by the number of kilometres those
	seats were flown;
“Board”	the board of directors of the Company from time to time including
	a duly constituted committee thereof;
“CASK”	operating cost per ASK;
“CEE”	Central and Eastern Europe;
“CFM”	CFM International S.A. (including, where the context requires, its
	subsidiary undertakings);
“Company”	Wizz Air Holdings Plc, a company incorporated under the Jersey
	Companies Law and registered in Jersey with registered number
	103356;
“Computershare” or “Registrar”	Computershare Investor Services (Jersey) Limited of Queensway
	House, Hilgrove Street, St. Helier JE1 1ES, Jersey;

“Convertible Shares”	non-voting, non-participating convertible shares of £0.0001 each in
	the share capital of the Company;
“Current Engine Option”	the IAE V2500 SelectOne engine to be installed on the A321ceo
	Aircraft and A320ceo Aircraft;
“Disclosure and Transparency	the disclosure and transparency rules made by the FCA under Part
Rules”	VI of the FSMA;
“EU”	the European Union;
“EU-15”	means the countries who were member states of the EU
	immediately prior to 1 May 2004, being Austria, Belgium,
	Denmark, Finland, France, Germany, Greece, Ireland, Italy,
	Luxembourg, the Netherlands, Portugal, Sweden, Spain and the
	United Kingdom;
“Executive Director”	József Váradi;
“ex-fuel CASK”	operating cost net of fuel expense per ASK;
“Existing Airbus Agreement”	the aircraft purchase agreement dated 7 September 2005 between
	Wizz Air Hungary and Airbus as amended on 20 July 2006,
	10 October 2007 and 18 June 2009 and as otherwise supplemented
	or varied from time to time;
“Form of Proxy”	the form of proxy for use at the General Meeting;
“FCA”	the Financial Conduct Authority of the United Kingdom, in its
	capacity as the competent authority for the purposes of Part VI of
	the FSMA and the UK Financial Services Act 2012;
“FSMA”	the Financial Services and Markets Act 2000 (as amended);
“FY 2010”	the financial year ended 31 March 2010;
“FY 2013”	the financial year ended 31 March 2013;
“FY 2014”	the financial year ended 31 March 2014;
“FY 2015”	the financial year ended 31 March 2015;
“FY 2016”	the financial year ending 31 March 2016;
“FY 2017”	the financial year ending 31 March 2017;
“General Meeting”	the General Meeting of the Company convened for 1.00 p.m. (CET)
	on 3 November 2015 as set out in the notice in Part 6: “Notice of
	General Meeting” of this Circular;
“H1 2016”	the six months ended 30 September 2015;
“H2 2016”	the six months ending 31 March 2016;
“IAE”	International Aero Engines AG (including, where the context
	requires, its subsidiary undertakings);
“IFRS”	International Financial Reporting Standards, as adopted for use in
	the EU;
“IPO Prospectus”	means the prospectus of the Company published on 25 February
	2015 in relation to the listing of the Company’s Ordinary Shares on

the premium listing segment of the Official List of the FCA and admission to trading on the main market of the London Stock Exchange;

“ Jersey Companies Law ” the Companies (Jersey) Law 1991 (as amended) and the subordinate legislation thereunder;
“ J.P. Morgan Cazenove ” J.P. Morgan Limited (which carries on its UK investment banking activities as J.P. Morgan Cazenove);
“ list price ” the price of the aircraft manufacturers typically publish for each model of aircraft being a standard price a purchaser would expect to pay;
“ Listing Rules ” the listing rules issued and maintained by the FCA under Part VI of FSMA, as amended from time to time;
“ load factor ”
number of seats sold divided by the number of seats available;
“ New Airbus Agreement ” the agreement entered into between Wizz Air Hungary and Airbus relating, inter alia , to the purchase of 110 A321neo Aircraft dated 11 September 2015;
“ New Engine Option ”
“ Non-Executive Directors ”
“ Ordinary Shares ”
“ Profit Forecast ”

either the IAE PW1100G-JM engine or CFM LEAP-A1 engine;

William A. Franke, Thierry de Preux, Guido Demuynck, Simon Duffy, Stephen L. Johnson, John McMahon and John R. Wilson;

the ordinary shares in the Company of £0.0001 each;

the profit forecast issued by the Company for the full year financial performance for the year ending 31 March 2016, further information on which is set out in section 8 ( Profit Forecast ) of Part 4: “ Additional Information ” of this Circular;
“ Prospectus Rules ” the rules made for the purposes of Part VI of the FSMA in relation to offers of securities to the public and admission of securities to trading on a regulated market;
“ Proposed Purchase ”
“ purchase rights ”
“ Q1 2016 ”
the proposed purchase by Wizz Air Hungary of 110 A321neo Aircraft pursuant to the New Airbus Agreement, with either the IAE PW1100G-JM engine manufactured by IAE and/or the CFM LEAP-1A engine manufactured by CFM as selected by Wizz Air Hungary in accordance with the terms of the New Airbus Agreement, as described in Part 3: “ Summary of the Terms and Conditions of the New Airbus Agreement” of this Circular;
the grant of a right to require Airbus to sell aircraft at a predetermined price with the scheduled delivery months for such aircraft to be allocated at the time the purchase right is exercised;

the three months ended 30 June 2015;

“ Q1 2015 ” the three months ended 30 June 2014;
“ RASK ”
“ Resolution ”
passenger revenue divided by ASKs;

the ordinary resolution to approve the New Airbus Agreement to be proposed at the General Meeting, notice of which is set out in Part 6: “ Notice of General Meeting ” of this Circular;

“ Senior Managers ”

“ Shareholder(s) ”

“ Takeover Code ”

“ UK Listing Authority ”

John Stephenson, Mike Powell, György Abrán, Diederik Pen and Owain Jones;

the holder(s) of Ordinary Shares;

the UK Takeover Code on Takeover and Mergers (as amended from time to time);

the FCA, acting in its capacity as the competent authority for the purposes of Part VI of FSMA;

“ US$ ” or “ US Dollar ” the lawful currency of the United States of America, from time to time;

“ WAHL ” Wizz Air Hungary Limited, Geneva Branch;

“ Western Europe ”

“ Wizz Air ” or “ Group ”

“ Wizz Air Hungary ”

the EU-15 plus Cyprus, Iceland, Malta, Norway and Switzerland;

the Company and its subsidiary undertakings (as defined by section 1162 of the Act) from time to time; and

Wizz Air Hungary Limited, the holder of an operating licence issued by the Hungarian Aviation Authority.

PART 6 NOTICE OF GENERAL MEETING

Notice of General Meeting of

Wizz Air Holdings Plc

(incorporated and registered in Jersey with registered number 103356)

NOTICE IS HEREBY GIVEN that a General Meeting of Wizz Air Holdings Plc (the “ Company ”) will be held on 3 November 2015 at 1.00 p.m. (CET) at the offices of the Company at World Trade Center 1, Geneva International Airport, 1215 Geneva 15, Switzerland to consider and, if thought fit, pass the following resolution, which will be proposed as an ordinary resolution:

ORDINARY RESOLUTION

THAT the Proposed Purchase pursuant to the New Airbus Agreement, each as defined and described in the Circular to Shareholders dated 15 October 2015, of which this notice forms part, be and is approved for the purposes of Chapter 10 of the Listing Rules of the Financial Conduct Authority and that the Directors (or a duly authorised committee of the Directors) be and are hereby authorised to: (a) do all things as may be necessary or desirable to complete or give effect to or otherwise in connection with or incidental to the Proposed Purchase; and (b) agree to such modifications, variations, revisions, waivers or amendments to the New Airbus Agreement, provided such modifications, variations, revisions, waivers or amendments are not material, in either such case as they may in their absolute discretion think fit.

By order of the Board Registered office: 44 Esplanade St. Helier JE4 9WG Jersey

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William A. Franke Chairman 15 October 2015

Registered number: 103356

Notes:

Only holders of the ordinary shares in the Company of £0.0001 each (the “ Shareholders ”) whose name appear on the register of members or Separate Register (as defined in the articles of association of the Company (the “ Articles ”)) of the Company at 1.00 p.m. (CET) on 30 October 2015 (the “ Specified Time ”) (or, if the General Meeting is adjourned, on the register of members of the Company 48 hours before the time of the adjourned meeting (not taking into account any day which is not a Business Day (as defined in the Articles)) shall be entitled to attend and/or vote at the General Meeting in respect of the number of shares registered in their name at such time. Subsequent changes to entries on the register of members after the Specified Time shall be disregarded in determining the rights of any person to attend or vote at the General Meeting.
All resolutions at the General Meeting will be decided by a poll rather than a show of hands. This means that each Shareholder has one vote for every share held. The Company believes that this is a more transparent and equitable method of voting, as Shareholders are counted according to the number of shares held ensuring an exact and definitive result.
The Company has also included on the Form of Proxy a “Vote Withheld” option in order for Shareholders to abstain on the Resolution. However, it should be noted that a “Vote Withheld” is not a vote in law and will not be counted in the calculation of the proportion of votes “For” or “Against” the Resolution.

Appointment of proxies

General

A Shareholder who is entitled to attend and vote at the General Meeting may appoint one or more proxies to attend, speak and vote instead of him or her. A Shareholder may appoint more than one proxy to attend the General Meeting. A proxy need not be a member of the Company. Completion and return of a Form of Proxy will not prevent Shareholders from attending and voting in person should they wish to do so. If two or more valid proxy appointments are received in respect of the same ordinary share for use at the General Meeting, the one which is last delivered or received shall be treated as replacing or revoking the others as regards that share, provided that if the Company determines that it has insufficient evidence to decide whether or not a proxy appointment is in respect of the same share, it shall be entitled to determine which proxy appointment (if any) is to be treated as valid.
To be valid, an appointment of proxy, whether by means of an instrument or contained in an electronic form as stated at explanatory notes 7 and 8 below (together with any relevant power or authority) must be received (or, in the case of the appointment of a proxy through CREST, retrieved by enquiry to CREST in the manner prescribed by CREST) by Computershare not later than 48 hours before the time appointed for holding the General Meeting (not taking into account any day which is not a Business Day (as defined in the Articles)).

A proxy may be appointed in the following ways:

Printed Form of Proxy

To appoint a proxy, please fill in the Form of Proxy which accompanies this notice and return it in accordance with the instructions printed on the form as soon as possible. To be valid, the instrument and the power of attorney or other authority (if any) under which it is signed, or a notarially-certified copy of such power or authority, must be received by the Company Registrar, Computershare Investor Services (Jersey) Limited at c/o The Pavilions, Bridgwater Road, Bristol BS99 6ZY, United Kingdom by no later than 1.00 p.m. (CET) on 30 October 2015.

Electronic Form of Proxy

As an alternative to completing and returning the printed Form of Proxy which accompanies this notice, a Shareholder may register the appointment of a proxy online by registering for the Computershare service at https://www.eproxyappointment.com/Login. Full details of the procedures are set out on the website. The Company will not accept an electronic communication that is found to contain a computer virus.

Electronic proxy appointment through CREST

CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service may do so by using the procedures described in the CREST Manual. CREST personal members or other CREST sponsored members, and those CREST members who have appointed a voting service provider(s), should refer to their CREST sponsor or voting service provider(s), who will be able to take the appropriate action on their behalf.
In order for a proxy appointment or instruction made using the CREST service to be valid, the appropriate CREST message (a “ CREST Proxy Instruction ”) must be properly authenticated in accordance with Euroclear UK & Ireland Limited’s specifications and must contain the information required for such instructions, as described in the CREST Manual. The message, regardless of whether it relates to the appointment of a proxy or to an amendment to the instruction given to a previously appointed proxy must, in order to be valid, be transmitted so as to be received by the Company’s agent (ID 3RA50) not later than 48 hours before the time appointed for the General Meeting (not taking into account any day which is not a Business Day (as defined in the Articles)). For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp applied to the message by the CREST application’s host) from which the Company’s agent is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. After this time any change of instructions to proxies appointed through CREST should be communicated to the appointee through other means.
CREST members and, where applicable, their CREST sponsors or voting service providers should note that Euroclear UK & Ireland Limited does not make available special procedures in CREST for any particular messages. Normal system timings and limitations will therefore apply in relation to the input of CREST Proxy Instructions. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST personal member or sponsored member or has appointed a voting service provider(s), to procure that his or her CREST sponsor or voting service provider(s) take(s)) such action as shall be necessary to ensure that a message is transmitted by means of the CREST system by any particular time. In this connection, CREST members and, where applicable, their CREST sponsors or voting service providers are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings.
The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in Article 34 of the Companies (Uncertificated Securities) (Jersey) Order 1999.

Corporate representatives

Any corporation which is a Shareholder of the Company may, by resolution of its directors or other governing body, authorise such persons as it thinks fit to act as its representative at the General Meeting. The person so authorised shall be entitled to exercise the same powers on behalf of such corporation as the corporation could exercise if it were an individual Shareholder of the Company.

Nominated persons

Any person to whom this notice is sent who is a person nominated to enjoy information rights in accordance with the provisions of the Articles (a “ Nominated Person ”) may, under an agreement between him/her and the Shareholder by whom he/she was nominated, have a right to be appointed (or to have someone else appointed) as a proxy for the General Meeting. Alternatively, if a Nominated Person has no such right, or does not wish to exercise it, he/she may, under any such agreement, have a right to give instructions to the relevant Shareholder as to the exercise of voting rights. The statement of the rights of Shareholders in relation to the appointment of proxies in paragraphs 4 to 11 above does not apply to Nominated Persons. The rights described in those paragraphs can only be exercised by the Shareholders of the Company.

Voting rights

As at 14 October 2015 (being the last practicable business day prior to publication of this notice), the Company’s issued ordinary share capital consisted of 52,361,465 ordinary shares carrying one vote each on a poll and the total number of votes exercisable at that date is the same number. At that date, the Company held no treasury shares.

Inspection of documents

Copies of the following documents are available for inspection during normal business hours at the Company’s registered office at 44 Esplanade, St. Helier JE4 9WG, Jersey, the Company’s corporate headquarters at World Trade Center 1, Geneva International Airport, 1215 Geneva 15, Switzerland and the offices of Latham & Watkins (London) LLP at 99 Bishopsgate, London, EC2M 3XF, United Kingdom on any weekday from the date of this notice until the time of the General Meeting and at the venue of the General Meeting from 15 minutes before the General Meeting until it ends: (i) this notice of the General Meeting; (ii) details of the total number of shares in respect of which shareholders are entitled to exercise voting rights at the General Meeting; and (iii) the Articles. If applicable, any shareholders’ statements, shareholders’ resolutions or shareholders’ matters of business received by the Company after the date of this notice will also be made available on the Company’s website.

Website

A copy of this notice, and other relevant Shareholder information can be found at https://wizzair.com.

Addresses

Addresses, including electronic addresses provided in this notice, are provided solely for the purposes so specified. Shareholders may not use any electronic address provided in this notice to communicate with the Company for any purpose other than those expressly stated herein.

sterling 166133

AI assistant

Wizz Air Holdings PLC — Proxy Solicitation & Information Statement 2015

10271_rns_2015-10-15_6ca41043-212e-4bd1-a5d4-3225e09add5b.pdf

WIZZ AIR HOLDINGS PLC

PROPOSED PURCHASE OF 110 AIRBUS A321NEO AIRCRAFT

AND

NOTICE OF GENERAL MEETING

Forward-looking statements

TABLE OF CONTENTS

CORPORATE DETAILS AND ADVISERS

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

Notes:

PART 1

LETTER FROM THE CHAIRMAN

Wizz Air Holdings Plc

Directors

PROPOSED PURCHASE OF 110 AIRBUS A321NEO AIRCRAFT

NOTICE OF GENERAL MEETING

1. INTRODUCTION

2. BACKGROUND TO AND REASONS FOR THE PROPOSED PURCHASE

3. INDUSTRY LANDSCAPE AND WIZZ AIR’S POSITION

4. FLEET PLAN

Note:

5. THE NEW AIRBUS AGREEMENT

General

Engine selection

Termination

6. FINANCING OF THE PROPOSED PURCHASE

7. RISKS

8. CURRENT TRADING AND PROSPECTS

9. GENERAL MEETING

10. ACTION TO BE TAKEN

RISK FACTORS

RISKS RELATED TO, RESULTING FROM OR IMPACTED BY THE PROPOSED PURCHASE The New Airbus Agreement is conditional on Shareholder approval

Wizz Air is exposed to significant financial commitments in relation to the Proposed Purchase

Wizz Air needs sources of financing to meet its obligations under the New Airbus Agreement

Wizz Air is exposed to the performance of the Airbus A320neo Family Aircraft and the New Engine Option of the Airbus A320neo Family Aircraft in respect of aircraft purchased under the New Airbus Agreement

Wizz Air is exposed to the failure or non-performance of Airbus, IAE or, if their engines are selected under the New Airbus Agreement, CFM

RISKS RELATED TO, RESULTING FROM OR IMPACTED BY THE NEW AIRBUS AGREEMENT NOT BECOMING EFFECTIVE

Wizz Air may be unable to realise incremental Shareholder value

Wizz Air could fail to find suitable alternative arrangements for the purchase or leasing of aircraft

RISKS RELATED TO WIZZ AIR AS RELATED TO, RESULTING FROM OR IMPACTED BY THE PROPOSED PURCHASE

Wizz Air is exposed to currency fluctuations

Interest rate movements could adversely affect Wizz Air

Wizz Air’s aircraft needs may change before, during or after the delivery period such that Wizz Air no longer requires the 110 aircraft it is committed to purchase from Airbus pursuant to the New Airbus Agreement

RISKS RELATED TO WIZZ AIR’S INDUSTRY AS RELATED TO, RESULTING FROM OR IMPACTED BY THE PROPOSED PURCHASE

Airlines are often affected by factors beyond their control, including adverse weather conditions, an outbreak of a contagious disease, terrorist incidents (or the threat of such incidents), catastrophic loss and major accidents or incidents

The airline industry is exposed to fuel price fluctuations

PART 3

SUMMARY OF THE TERMS AND CONDITIONS OF THE NEW AIRBUS AGREEMENT

1. Introduction

2. Delivery schedule

3. Price

4. Engine selection

5. Payment terms

6. Indemnity and limitations on liability

7. Support

8. Termination

PART 4

ADDITIONAL INFORMATION

1. Responsibility statement

2. Company name, legal form and registered office

3. Directors

4. Directors’ and Senior Managers’ interests

Notes:

Notes:

Executive Director

Non-Executive Directors

Notes:

7. Working capital

11.1 European Commission state aid investigations

11.2 Claims by Carpatair

11.3 Claim against Warsaw Modlin Airport

13. Information incorporated by reference

14. Consent

15. Documents available for inspection

PART 5

DEFINITIONS

PART 6

NOTICE OF GENERAL MEETING

Wizz Air Holdings PLC Proxy Solicitation & Information Statement 2015