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 26 January 2018, 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 146 AIRBUS A320NEO FAMILY 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 30 January 2018 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 26 January 2018 (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 Securities plc (which carries on its UK investment banking activities as J.P. Morgan Cazenove) is authorised by the PRA and regulated by the FCA and the PRA in the United Kingdom. J.P. Morgan Cazenove is acting for the Company and no one else in connection with this Circular and the Proposed Purchase 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. Neither J.P. Morgan Cazenove nor any of its subsidiaries or affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of J.P. Morgan Cazenove in connection with this Circular, the Proposed Purchase, any statement contained in this Circular or otherwise.

Apart from the responsibilities and liabilities, if any, which may be imposed on J.P. Morgan Cazenove by FSMA or any other regulatory regime established under FSMA, 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 Rules and Transparency Rules, MAR 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.

TABLE OF CONTENTS

	TABLE OF CONTENTS
Section		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 EXISTING NEO
	PURCHASE AGREEMENT AND THE NEO PURCHASE
	AGREEMENT AMENDMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	20
PART 4	ADDITIONAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	22
PART 5	DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	33
PART 6	NOTICE OF GENERAL MEETING. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	38

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)
	Susan Hooper (Non-Executive Director)
	Stephen L. Johnson (Non-Executive Director)
	John McMahon (Non-Executive Director and Senior Independent Director)
	Wioletta Rosołowska (Non-Executive Director)
	John R. Wilson (Non-Executive Director)
Senior Managers	Stephen Jones (Executive Vice President and Deputy Chief Executive Officer)
	Diederik Pen (Executive Vice President and Chief Operations Officer)
	Johan Eidhagen (Chief Marketing Officer)
	Heiko Holm (Chief Technical Officer)
	Owain Jones (Chief Corporate Officer)
	George Michalopoulos (Chief Commercial Officer)
	Bela Szegedi (Chief Flight Operations Officer)
	Iain Wetherall (Chief Financial Officer)
Company Secretary	Intertrust Corporate Services (Jersey) Limited
	44 Esplanade
	St Helier JE4 9WG
	Jersey
Registered office	44 Esplanade
	St Helier JE4 9WG
	Jersey
Head office and	World Trade Center 1
Directors’ business	Geneva International Airport
address	1215 Geneva 15
	Switzerland
Sponsor	J.P. Morgan Securities plc
	25 Bank Street
	London E14 5JP
	United Kingdom
Legal adviser to the	Latham & Watkins (London) LLP
Company	99 Bishopsgate
as to English law	London EC2M 3XF
	United Kingdom
Legal adviser to the	Ogier
Company	44 Esplanade
as to Jersey law	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 26 January 2018 General Meeting. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1:00 p.m. (CET) on 30 January 2018 Announcement of the results of the General Meeting. . . . . . 30 January 2018

Event

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

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

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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 ) Susan Hooper ( Non-Executive Director ) Stephen L. Johnson ( Non-Executive Director ) John McMahon ( Non-Executive Director and Senior Independent Director ) Wioletta Rosołowska ( Non-Executive Director ) John R. Wilson ( Non-Executive Director )

12 January 2018

Dear Shareholder,

PROPOSED PURCHASE OF 146 AIRBUS A320NEO FAMILY AIRCRAFT

NOTICE OF GENERAL MEETING

1. INTRODUCTION

On 15 November 2017, Wizz Air announced that, following a competitive selection process, it had signed a memorandum of understanding with Airbus relating to the purchase of a further 146 Airbus A320neo Family Aircraft (comprised of 72 A320neo Aircraft and 74 A321neo Aircraft). On 29 December 2017, Wizz Air announced that it had entered into the NEO Purchase Agreement Amendment.

At 2017 aircraft average list prices, the NEO Purchase Agreement Amendment relating to the Additional Aircraft is worth approximately US$17.2 billion. The principal terms and conditions of the Existing NEO Purchase Agreement and the NEO Purchase Agreement Amendment are summarised in paragraph 5 ( The Existing NEO Purchase Agreement and the NEO Purchase Agreement Amendment ) of this letter and in Part 3: “ Summary of the terms and conditions of the Existing NEO Purchase Agreement and the NEO Purchase Agreement Amendment ” of this Circular. The Board considers that the terms of the NEO Purchase Agreement Amendment are in the best interests of the Company and its Shareholders as a whole.

Given the size of the list price commitments under the NEO Purchase Agreement Amendment relative to the Company, the Proposed Purchase constitutes a “class 1 transaction” under the Listing Rules and therefore completion of the NEO Purchase Agreement Amendment 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 30 January 2018 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 NEO Purchase Agreement Amendment, 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 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

As at 11 January 2018 (being the latest practicable date prior to the publication of this Circular), Wizz Air Hungary has an outstanding commitment to purchase a further 25 A320ceo Family Aircraft under the Existing CEO Purchase Agreement, comprising 8 A320ceo Aircraft and 17 A321ceo Aircraft. The final aircraft to be delivered under the Existing CEO Purchase Agreement is scheduled for delivery in June 2019.

On 11 September 2015, Wizz Air announced that it had signed, subject to shareholder approval, the Existing NEO Purchase Agreement, relating to the purchase of 110 Airbus A321neo Aircraft. The Existing NEO Purchase Agreement was duly approved by Shareholders at a general meeting held on 3 November 2015. The Airbus A321neo Aircraft the subject of the Existing NEO Purchase Agreement are contracted to be delivered between January 2019 and December 2024.

This committed aircraft delivery schedule gives the Company annual seat capacity growth of 24.9% in 2018, dropping to 13.6% in 2021 and then turning negative from 2025 as no new deliveries beyond 2025 have been contracted and existing leased aircraft leave the fleet and are returned to lessors. The Company needs to enter into additional aircraft purchase agreements regularly in order to maintain consistent and meaningful planned growth rates.

When purchasing aircraft, the best commercial terms are generally achieved by those airlines placing the largest orders. While the Company is comfortable that its existing orders are competitively priced, it recognises that in order to continue to drive its CASK lower, an important area on which to focus is the ownership cost of its aircraft, a key component of which is acquisition cost.

Following the conclusion of a competitive process, the Company selected the A320neo Family Aircraft. The A320neo Family Aircraft were selected not only because they offer a lower acquisition cost, but also because it is possible to select the Pratt & Whitney geared turbo fan engine to power the aircraft which the Company considers will reduce CASK to a greater extent than competitor engines. The Company has already selected this engine to power the A321neo Aircraft to be delivered under the Existing NEO Purchase Agreement. The deadline for selecting engines for the Additional Aircraft is 30 June 2019.

The Additional Aircraft will be delivered between 2021 and 2026. If approved, the purchase of the Additional Aircraft will result in a 13.77% compound annual growth rate in the number of aircraft and a 15.58% compound annual growth rate in seat capacity over the next 9 calendar years. The Company believes that having a committed, balanced supply of aircraft will be extremely valuable as it continues to grow in response to the growth in demand for air travel in CEE and, possibly, other markets as opportunities present themselves from time to time.

If the Proposed Purchase is not approved then the Board believes that Wizz Air’s ability to maintain its market position, 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: Bloomberg). 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 sixth largest independent low-cost airline in Europe after Ryanair, Easyjet, Norwegian Air Shuttle, Vueling, and Pegasus as measured by the number of passengers carried. Although the average European propensity for air travel is 1.5, in the CEE region and Western Europe it was approximately 0.4 and 1.8 respectively in FY 2017 (Source: Airbus, Innovata, FBI World Factbook). In addition, the low cost market experienced a higher growth in FY 2017 in CEE with 22% growth compared to 18% in Western Europe. In H1 FY 2018, these growth rates were 23.6% and 7.8% respectively. The market share of low cost carriers is larger in CEE with low cost carriers making up 38.8% of the market in CEE as compared to 36.2% in Western Europe. (Source: Innovata). Wizz Air believes this to be a significant market opportunity leading to compelling growth prospects for Wizz Air.

Eurocontrol, the European Organisation for the Safety of Air Navigation, forecasts that European air traffic will reach 11.6 million instrument flight rule movements by 2023, 14% more than in 2016. Airbus’ 2017-2036 Global Market Forecast predicts that travel between Central Europe (as defined in the forecast) and Western Europe will increase by 2.6 times between 2017 and 2036.

Accession to the EU for a number of Eastern European countries over the past 15 years has led to, and is expected to continue to lead to, significant migration from those countries to Western Europe. 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 growth figures compiled from market sources by Bloomberg, the Company estimates that GDP is projected to grow 2.2% in Western Europe and 3.2% in CEE between 2017 and 2019. 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.

As with all airlines in Europe, the outcome of the United Kingdom’s Brexit referendum has created significant uncertainty for Wizz Air’s business. The most critical issue facing Wizz Air and all European airlines is the lack of clarity on how the Brexit negotiations will affect access to the liberalised market between the United Kingdom and the rest of the EU. Wizz Air firmly believes that the liberalised air market has significant benefits for both the United Kingdom and the EU. However, whatever the outcome and whilst Wizz Air continues to have a strong United Kingdom business, Wizz Air has always believed that diversification of its network and customers is a key part of a sustainable business. That remains the case and Wizz Air is confident that there remains a large addressable market in CEE which will continue to provide opportunities for profitable growth should its United Kingdom business be adversely affected.

Wizz Air has grown significantly in recent years, with a compound annual growth rate in revenue of 15.4% from FY 2012 to FY 2017 and EBITDAR of 29.8% from FY 2012 to FY 2017, while Wizz Air’s ex-fuel CASK was flat 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 2015, FY 2016, FY 2017, H1 FY 2017 and H1 FY 2018.

	FY 2015 FY 2016 FY 2017 H1 FY 2017 H1 FY 2018
	––––––––– ––––––––– ––––––––– ––––––––– –––––––––
Capacity
Number of aircraft at end of period . . . . . . . . . . .	55 67 79 73 86
Equivalent aircraft . . . . . . . . . . . . . . . . . . . . . . . .	52.53 62.57 72.13 69.48 82.74
Utilisation (block hours per aircraft per day) . . .	12.55 12.44 12.48 13.42 13.49
Total block hours . . . . . . . . . . . . . . . . . . . . . . . . .	240,711 284,894 329,592 170,641 204,398
Total flight hours . . . . . . . . . . . . . . . . . . . . . . . . .	208,736 246,930 286,188 148,224 177,844
Revenue departures . . . . . . . . . . . . . . . . . . . . . . .	105,627 125,501 141,698 74,343 87,779
Average departures per day per aircraft . . . . . . . .	5.51 5.48 5.37 5.85 5.79
Seat capacity . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	19,012,860 22,654,100 26,378,840 13,724,440 16,830,940
Average aircraft stage length (km) . . . . . . . . . . . .	1,539 1,538 1,582 1,571 1,589
	––––––––– ––––––––– ––––––––– ––––––––– –––––––––
Total ASKs (‘000 km) . . . . . . . . . . . . . . . . . . . . .	29,266,510 34,844,016 41,690,967 21,556,895 26,739,784
	––––––––– ––––––––– ––––––––– ––––––––– ––––––––– ––––––––– ––––––––– ––––––––– ––––––––– –––––––––
Operating Data
RPKs (revenue passenger kilometres) (‘000 km) .	25,350,823 30,786,117 37,627,831 19,647,755 24,847,697
Load factor (%) . . . . . . . . . . . . . . . . . . . . . . . . . .	86.7 88.2 90.1 91.1 92.8
Number of passenger segments . . . . . . . . . . . . . .	16,482,468 19,981,377 23,764,385 12,498,480 15,623,473
Fuel price (US$ per ton, including hedging impact
and into-plane premium) . . . . . . . . . . . . . . . . .	986 740 553 545 581
Foreign exchange rate (US$/€ including hedging
impact) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1.32 1.20 1.10 1.12 1.12
	FY 2015 FY 2016(1) FY 2017 H1 FY 2017 H1 FY 2018
	––––––––– ––––––––– ––––––––– ––––––––– –––––––––
Financial Measures
Yield (revenue per RPK, € cents) . . . . . . . . . . . .	4.84 4.64 4.15 4.66 4.60
Average revenue per seat (€) . . . . . . . . . . . . . . . .	64.55 63.01 59.21 66.67 67.91
Average revenue per passenger (€) . . . . . . . . . . .	74.46 71.43 65.73 73.2 73.2
RASK (€ cents) . . . . . . . . . . . . . . . . . . . . . . . . . .	4.19 4.10 3.75 4.24 4.27
CASK (including exceptional item) (€ cent) . . . .	3.62 3.42 3.15 3.08 3.13
CASK (excluding exceptional item) (€ cent) . . .	3.61 3.42 3.15 3.08 3.13
Ex-fuel CASK (including exceptional
item) (€ cent) . . . . . . . . . . . . . . . . . . . . . . . . . .	2.27 2.27 2.25 2.18 2.22
Ex-fuel CASK (excluding exceptional
item) (€ cent) . . . . . . . . . . . . . . . . . . . . . . . . . .	2.26 2.27 2.25 2.18 2.22
Operating profit margin (including exceptional
item) (%) . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	13.6 16.5 15.7 27.3 26.5
Operating profit margin (excluding exceptional
item) (%) . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	13.9 16.5 15.7 27.3 26.5
Net profit margin for the period (profit after
tax divided by revenue) (%) . . . . . . . . . . . . . . .	14.9 13.5 15.7 25.1 25.1
Underlying net profit margin for the
period (%) . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	11.9 15.7 14.3 25.1 25.1

Source: All measures for FY 2015 to FY 2017 in the table above have been extracted without material adjustment from the Company’s annual report and accounts for the respective financial years. The measures for H1 FY 2017 and H1 FY 2018 in the table above have been extracted without material adjustment from the Company’s H1 FY 2018 financial report. All measures are unaudited.

Note:

(1) For FY 2016 and FY 2017 yield, average revenue per seat, average revenue per passenger, RASK, CASK (including and excluding exceptional item) and ex-fuel CASK (including and excluding exceptional item) are shown for the airline business segment and, in some cases, these are different from the same measures as calculated for the Group (i.e. including the tour operator business segment).

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 Existing NEO Purchase Agreement (as amended by the NEO Purchase Agreement Amendment) and the Existing CEO Purchase Agreement is as set out in the table below. This base case delivery stream represents a 13.77% compound annual growth rate in the number of aircraft and a 15.58% compound annual growth rate in seat capacity in the period of calendar years 2018 to 2026.

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|||
|---|---|
|2018 2019 2020 2021 2022 2023 2024 2025 2026 Total|
|––––– ––––– ––––– ––––– ––––– ––––– ––––– ––––– ––––– –––––|
|A320ceo . . . . . . . . . . . . . . . 8 0 0 0 0 0 0 0 0 8|
|A321ceo . . . . . . . . . . . . . . . 12 5 0 0 0 0 0 0 0 17|
|A320neo . . . . . . . . . . . . . . . 0 0 0 0 4 17 18 14 19 72|
|A321neo . . . . . . . . . . . . . . . 0 13 20 25 35 17 12 31 31 184|
|––––– ––––– ––––– ––––– ––––– ––––– ––––– ––––– ––––– –––––|
|Total number of units|. . . . 20 18 20 25 39 34 30 45 50 281|
|––––– ––––– ––––– ––––– ––––– ––––– ––––– ––––– ––––– ––––– ––––– ––––– ––––– ––––– ––––– ––––– ––––– ––––– ––––– –––––|
|Net growth (unit)|. . . . . . . 20 14 14 15 19 28 20 31 32 193|
|––––– ––––– ––––– ––––– ––––– ––––– ––––– ––––– ––––– ––––– ––––– ––––– ––––– ––––– ––––– ––––– ––––– ––––– ––––– –––––|

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Note:

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

5. THE EXISTING NEO PURCHASE AGREEMENT AND THE NEO PURCHASE AGREEMENT AMENDMENT

General

The Existing NEO Purchase Agreement was originally entered into by Wizz Air Hungary and Airbus on 11 September 2015. Further details of the Existing NEO Purchase Agreement and the NEO Purchase Agreement Amendment are contained in Part 3: “ Summary of the terms and conditions of the Existing NEO Purchase Agreement and the NEO Purchase Agreement Amendment ” of this Circular.

Price

The NEO Purchase Agreement Amendment was negotiated and entered into with adherence to customary business and industry practice. The aggregate actual price for the Additional Aircraft, determined after an arm’s length negotiation between the parties, is 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 Wizz Air Hungary for the amount of such concessions, which Wizz Air Hungary may apply toward payments in respect of the purchase of the Additional Aircraft or towards the purchase of goods and services from Airbus.

The Existing NEO Purchase 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 cost incurred by Wizz Air Hungary in entering into the Existing NEO Purchase Agreement and NEO Purchase Agreement Amendment and would therefore not be in the interest of the Company and Shareholders as a whole.

The 2017 aircraft average list price is US$108.4 million for an A320neo Aircraft and US$127 million for an A321neo Aircraft.

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. Escalation for the Additional Aircraft is subject to a maximum agreed percentage, beyond which neither Wizz Air Hungary nor Airbus is obliged to proceed with the delivery of a particular aircraft. Price increases for the Additional Aircraft are capped until December 2026, being the scheduled delivery date of the final Additional Aircraft. If all of the Additional Aircraft are not delivered before December 2026, those remaining undelivered Additional Aircraft may be subject to uncapped price escalation, 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 Wizz Air Hungary under the NEO Purchase Agreement Amendment are highly advantageous and in the best interests of the Company and Shareholders as a whole.

In respect of the NEO Purchase Agreement Amendment, 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 did not accede to the Company’s request and insisted on preserving the confidentiality of such information for business and commercial reasons.

Engine selection

Wizz Air Hungary has not yet selected the engines which will be installed on the Additional 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. The NEO Purchase Agreement Amendment requires Wizz Air Hungary to select the engines that will equip the aircraft by 30 June 2019. However, the price of these engines is included in the final price of each A320neo Family Aircraft to be purchased under the NEO Purchase Agreement Amendment, 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

Wizz Air Hungary will be committed to acquiring the Additional Aircraft under the NEO Purchase Agreement Amendment notwithstanding any reduction in demand for its services or change in its needs for a larger fleet. Wizz Air Hungary may only terminate the Existing NEO Purchase 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) 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 NEO Purchase Agreement Amendment requires the Company to have obtained shareholder approval of the Proposed Purchase by 31 January 2018.

6. FINANCING OF THE PROPOSED PURCHASE

At 11 January 2018 (being the latest practicable date prior to the publication of this Circular), Wizz Air had self-financed approximately US$309 million of the pre-delivery payments for aircraft. Wizz Air has successfully financed and taken delivery of 88 aircraft through sale and leaseback transactions to date and all outstanding pre-delivery payments have been financed historically either from external or internal cash resources.

The Company anticipates that the 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. Wizz Air is required to make certain pre-delivery payments under the NEO Purchase Agreement Amendment during the 12 months following the date of publication of this Circular. The requirement to make these payments does not impact or 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).

Furthermore, in accordance with its normal practice, Wizz Air intends to run a competitive tender process for sale and leaseback financing for the Additional Aircraft and will also explore other financing opportunities. Given Wizz Air’s current financial standing and the strong market demand for the A321neo Family Aircraft, the Company believes that competitive funding solutions will be achievable for each of the Additional Aircraft.

Wizz Air will retain flexibility in determining methods of financing the 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 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 NEO Purchase Agreement Amendment which are set out in Part 2: “ Risk Factors ” of this Circular. 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 Wizz Air’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 NEO Purchase Agreement Amendment should help mitigate these risks.

8. CURRENT TRADING AND PROSPECTS

The Group traded well in H1 FY 2018. Passenger numbers increased by 25.0% compared to H1 FY 2017 to 15.62 million passengers. Total revenue in H1 FY 2018 increased by 24.8% compared to H1 FY 2017 to €1,149.4 million, split between €685.1 million of ticket revenue (a 20.8% increase compared to H1 FY 2017) and €464.3 million of ancillary revenue (a 31.1% increase compared to H1 FY 2017). CASK was 3.13 euro cents (airline only) in H1 FY 2018, an increase of 1.9% (airline only) compared to H1 FY 2017, and ex-fuel CASK was 2.22 euro cents (airline only), an increase of 1.7% compared to H1 FY 2017 (airline only). The net profit for H1 FY 2018 was €288.6 million, 24.6% higher than the net profit of €231.6 million in H1 FY 2017 and a profit margin of 25.1% was maintained from H1 FY 2017[1] .

The Directors believe that the H1 FY 2018 performance was ahead of expectations with robust trading across all of the Company’s markets. In light of this strong performance and encouraging third quarter bookings, the Company revised its net profit expectation for the full year to a range of between €265 million to €280 million (up from its previous guidance of being at the higher end of the range between €250 million to €270 million). The directors believe that the Company’s network, routes and bases have continued to expand rapidly to meet the demand from its core CEE markets, highlighting the continued significant growth opportunity for the Company in the region.

(1) Following the EU endorsement of International Accounting Standard IFRS9 on Financial Instruments in November 2016, the Company has adopted IFRS9 effective 1 April 2017. Prior year figures have not been restated under IFRS9 and therefore the Company uses prior year ‘underlying net profit’ as a comparative.

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 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 30 January 2018 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 NEO Purchase Agreement Amendment 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 26 January 2018. 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 17,416,634 Ordinary Shares, representing approximately 24.0% of the existing share capital of the Company as at 11 January 2018 (being the latest practicable date prior to the publication of this Circular).

Yours faithfully

==> picture [171 x 80] 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 NEO Purchase Agreement Amendment or that represent new or changed risks to Wizz Air as a consequence of the NEO Purchase Agreement Amendment 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 NEO Purchase Agreement Amendment, 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.

1. RISKS RELATED TO, RESULTING FROM OR IMPACTED BY THE PROPOSED PURCHASE

The NEO Purchase Agreement Amendment is conditional on Shareholder approval

The NEO Purchase Agreement Amendment is conditional upon Shareholders approving the Resolution. There can be no assurance that such approval will be obtained. The Board considers that the NEO Purchase Agreement Amendment is in the best interests of the Company and Shareholders as a whole. If the NEO Purchase Agreement Amendment 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 A320neo Family Aircraft as favourable as those pursuant to the NEO Purchase Agreement Amendment in the future. The risks set out in the section below entitled “ Risks related to, resulting from or impacted by the NEO Purchase Agreement Amendment not becoming effective ” would apply if the NEO Purchase Agreement Amendment did not become effective.

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

The NEO Purchase Agreement Amendment requires substantial payments, including pre-delivery payments, by Wizz Air once the NEO Purchase Agreement Amendment is approved by Shareholders and up to the delivery of the final aircraft, currently scheduled for December 2026. While there is flexibility built into the NEO Purchase Agreement Amendment through rights to modify the timing of a proportion of the deliveries, the NEO Purchase Agreement Amendment requires a substantial financial commitment by Wizz Air over the long term and up to the delivery of the final aircraft. It is very difficult to predict the future prospects of the airline industry which can change quickly as a result of the macroeconomic climate, external events or competitor behaviours over the term of the NEO Purchase Agreement Amendment. If the prospects for 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 outstanding commitments to purchase the Additional Aircraft as well as the 110 aircraft under the Existing NEO Purchase Agreement and the outstanding 25 aircraft under the Existing CEO Purchase 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 NEO Purchase Agreement Amendment

The ability of Wizz Air to meet its obligations under the NEO Purchase Agreement Amendment is dependent on the level of its own cash resources and its ability to access the other methods of finance, 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 NEO Purchase Agreement Amendment. The Directors believe that such resources and methods of financing are now available to Wizz Air and are likely to remain available, 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 NEO Purchase Agreement Amendment.

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 would support Wizz Air Hungary in arranging financing for a certain number of the aircraft. Wizz Air is also required to make certain pre-delivery payments under the NEO Purchase Agreement Amendment during the 12 months following the date of publication of this Circular.

For the avoidance of doubt, the statements in this risk factor and the requirement to make pre-delivery payments referred to above 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 NEO Purchase Agreement Amendment

Wizz Air has not yet selected the engines which will be installed on the A320neo Family Aircraft to be purchased under the NEO Purchase Agreement Amendment. 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 by the Company. 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 A320neo Family 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 for any of the Additional Aircraft, CFM

If either Wizz Air’s aircraft manufacturer (Airbus) or engine manufacturer (IAE or CFM (if it is selected as the engine provider in the case of any of the Additional Aircraft)) 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-1A 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.

2. RISKS RELATED TO, RESULTING FROM OR IMPACTED BY THE NEO PURCHASE AGREEMENT AMENDMENT NOT BECOMING EFFECTIVE

Wizz Air may be unable to realise incremental Shareholder value

The Board considers that the NEO Purchase Agreement Amendment 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 additional A320neo Family Aircraft to achieve its growth plans over the medium term. The Board believes that replacing A320ceo Family Aircraft with more efficient and, in the case of the A321neo Aircraft, larger aircraft, will reduce CASK allowing Wizz Air to maintain or improve its cost advantage against competitors.

If the NEO Purchase Agreement Amendment 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 NEO Purchase Agreement Amendment does not become effective, the Board believes that Wizz Air would need to find alternative arrangements to purchase or lease aircraft to achieve its growth plans over the medium term. 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.

3. 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 currency 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. Approximately half of Wizz Air’s FY 2017 costs were 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 NEO Purchase Agreement Amendment is denominated in US Dollars. In addition, Wizz Air will be required to make pre-delivery payments under the NEO Purchase Agreement Amendment 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 88 aircraft in its fleet as at 11 January 2018 (being the latest practicable date prior to the publication of this Circular), 13 are currently held pursuant to operating leases which are subject to floating rates of interest. 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 NEO Purchase Agreement Amendment pursuant to financing arrangements with variable interest rates.

Wizz Air did not use financial derivatives to hedge its interest rate risk during FY 2015, FY 2016 or FY 2017. An adverse interest rate movement 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 146 Additional Aircraft it is committed to purchase from Airbus pursuant to the NEO Purchase Agreement Amendment

Although the order for 146 Additional Aircraft is in line with Wizz Air’s current expectations for its future aircraft fleet needs to achieve its growth plans over the medium term, 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 (for example, the uncertainty associated with Brexit negotiations and how this will affect access to the liberalised air market). 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 Hungary would be committed to acquire the aircraft under the NEO Purchase Agreement Amendment 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.

4. 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, ZIKA, 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 Additional Aircraft under the NEO Purchase Agreement Amendment, 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 28.3% of Wizz Air’s total operating costs in FY 2017 and 28.9% of Wizz Air’s total operating costs in H1 FY 2018. 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 a portion of its expected fuel consumption over a period of 18 months. The Company increased its hedge coverage above the policy minimum for FY 2018 during the summer to benefit from falling oil prices (policy minimums are 40% for rolling 18 month periods and 50% for rolling 12 month periods and policy maximums are 60% for rolling 18 month periods and 70% for rolling 12 month periods). Currently Wizz Air’s coverage is 48% on a rolling 12 month horizon and 33% on a rolling 18 month horizon, slightly below the policy minimum levels. 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 A320neo Family Aircraft would reduce. Whilst the NEO Purchase Agreement Amendment 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.

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 NEO Purchase Agreement Amendment, 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.

Moreover, if the Resolution is not approved and the NEO Purchase Agreement Amendment 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.

PART 3 SUMMARY OF THE TERMS AND CONDITIONS OF THE EXISTING NEO PURCHASE AGREEMENT AND THE NEO PURCHASE AGREEMENT AMENDMENT

1. INTRODUCTION

The Company’s wholly-owned subsidiary, Wizz Air Hungary, entered into the Existing NEO Purchase Agreement on 11 September 2015. The NEO Purchase Agreement Amendment, which was entered into by Wizz Air Hungary on 29 December 2017, provides for the purchase of a further 146 Airbus A320neo Family Aircraft (comprised of 72 A320neo Aircraft and 74 A321neo Aircraft) for delivery between 2021 and 2026. The NEO Purchase Agreement Amendment gives Wizz Air a significant amount of flexibility to ensure that the aircraft delivery schedule meets Wizz Air’s operational requests including the possibility to substitute a number of the Airbus A320neo Aircraft with Airbus A321neo Aircraft and vice versa .

2. DELIVERY SCHEDULE

The Additional Aircraft are scheduled for delivery as follows:

Current contracted delivery schedule			Calendar year	Calendar year
–––––––––––––––––––––––––––––––––––––	–––––––––––––––––––––––––––––––––––––––––––––––
	2021	2022	2023	2024	2025	2026
	––––––	––––––	––––––	––––––	––––––	––––––
A320neo Aircraft . . . . . . . . . . . . . . . . . . . . . . .	0	4	17	18	14	19
A321neo Aircraft . . . . . . . . . . . . . . . . . . . . . . .	2	8	0	2	31	31
Total. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	2	12	17	20	45	50

3. PRICE

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

	Total (US$) based on 2017 list prices
	––––––––––––––––––––––––––––––––––––––––––––––––
A320neo Aircraft . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	US$108.4 million
A321neo Aircraft . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	US$127 million

The final price of each Additional 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. Escalation for the Additional Aircraft is subject to a maximum agreed percentage, beyond which neither Wizz Air Hungary nor Airbus is obliged to proceed with the delivery of a particular aircraft. Price increases for the Additional Aircraft are capped until December 2026, being the scheduled delivery date of the final Additional Aircraft. If all of the Additional Aircraft are not delivered before December 2026, those remaining undelivered Additional Aircraft may be subject to uncapped price escalation, unless Airbus and Wizz Air Hungary agree otherwise at the relevant time.

Airbus has granted very substantial discounts to Wizz Air Hungary under the Existing NEO Purchase Agreement and the NEO Purchase Agreement Amendment. 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 Additional Aircraft will be substantially below the aircraft average list price mentioned above.

4. ENGINE SELECTION

5. PAYMENT TERMS

Wizz Air Hungary will make certain pre-delivery payments to Airbus under the NEO Purchase Agreement Amendment. These pre-delivery payments are calculated as a percentage of the aircraft list 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 aircraft.

6. INDEMNITY AND LIMITATIONS ON LIABILITY

The Existing NEO Purchase 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, spare parts support and the provision of technical manuals and software and other materials with respect to each aircraft.

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

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

8. TERMINATION

Either party may terminate the Existing NEO Purchase Agreement and the NEO Purchase Agreement Amendment 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 Existing NEO Purchase Agreement and the NEO Purchase Agreement Amendment in relation to the affected aircraft. Either party may terminate the Existing CEO Purchase Agreement and the NEO Purchase Agreement Amendment 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 beyond the last day of the scheduled delivery month of that aircraft or, where relevant, the delivery date notified by Airbus to Wizz Air Hungary for a particular aircraft, for any reason other than an excusable delay or total loss of the relevant aircraft (a “ non-excusable delay ”), then Wizz Air Hungary has contractual recourse against Airbus. Either party may terminate the Existing NEO Purchase Agreement and the NEO Purchase Agreement Amendment 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 NEO Purchase Agreement Amendment requires the Company to have obtained shareholder approval of the Proposed Purchase by 31 January 2018.

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 and the Directors’ business address 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 11 January 2018 (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 and persons closely associated with them within the meaning of MAR in the issued share capital of the Company that have been notified by each Director and Senior Manager to the Company pursuant to MAR are as follows:

Direct ownership –––––––––––––––	Interests ––––––––––––––––––––––––––	Interests ––––––––––––––––––––––––––	Total
Number of	Number of	Number of	Ordinary
Ordinary	Ordinary	Convertible	Shares
Directors Shares	Shares	Shares	Interests
––––––––––––––––––––––––––––– –––––––––––––––	––––––––––	––––––––––	––––––––––
William A. Franke(1). . . . . . . . . . . . . . . . . . . 82,917	15,074,750	29,830,503	15,157,667
József Váradi(2). . . . . . . . . . . . . . . . . . . . . . . 10,500	2,075,000	–	2,085,500
Thierry de Preux . . . . . . . . . . . . . . . . . . . . . 36,384	–	–	36,384
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

Note:

(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 as persons closely associated with him within the meaning of MAR. 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 ––––––––––––––––––––––––––	Interests ––––––––––––––––––––––––––	Interests ––––––––––––––––––––––––––	Total
Number of	Number	of	Number of	Ordinary
Ordinary	Ordinary		Convertible	Shares
Directors Shares	Shares		Shares	Interests
––––––––––––––––––––––––––––– –––––––––––––––	––––––––––		––––––––––	––––––––––
Stephen Jones . . . . . . . . . . . . . . . . . . . . . . . . –		–	–	–
Diederik Pen . . . . . . . . . . . . . . . . . . . . . . . . . 46,310		–	–	46,310
Johan Eidhagen . . . . . . . . . . . . . . . . . . . . . . –		–	–	–
Heiko Holm . . . . . . . . . . . . . . . . . . . . . . . . . –		–	–	–
Owain Jones . . . . . . . . . . . . . . . . . . . . . . . . . –		–	–	–
George Michalopoulos . . . . . . . . . . . . . . . . . –		–	–	–
Bela Szegedi . . . . . . . . . . . . . . . . . . . . . . . . . –		–	–	–
Iain Wetherall . . . . . . . . . . . . . . . . . . . . . . . . 2,850		–	–	2,850

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 11 January 2018 (being the latest practicable date prior to the publication of this Circular):

Circular):
Directors	ESOP	LTIP/2015 LTIP/2016 LTIP/2017 Total
––––––––––––––––––––––	–––––––––	––––––––– ––––––––– ––––––––– –––––––––
József Váradi . . . . . . . . . . . . . . . .	0	73,805 85,270 70,698 229,773
Senior Managers
––––––––––––––––––––––
Stephen Jones . . . . . . . . . . . . . . .	0	0 0 0 0
Diederik Pen . . . . . . . . . . . . . . . .	0	19,499 28,000 28,000 75,499
Johan Eidhagen . . . . . . . . . . . . . .	25,000	3,000 22,500 22,500 73,000
Heiko Holm . . . . . . . . . . . . . . . . .	25,000	2,500 3,000 21,352 51,852
Owain Jones . . . . . . . . . . . . . . . .	170,000	18,749 25,000 22,500 236,249
George Michalopoulos . . . . . . . .	7,000	3,000 3,000 22,500 35,500
Bela Szegedi . . . . . . . . . . . . . . . .	0	2,500 2,500 2,500 7,500
Iain Wetherall . . . . . . . . . . . . . . .	0	4,000 3,000 21,290 28,290

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 2017 Annual Report and Accounts and a summary of which is provided below.

Executive Director

5.2 The Chief Executive Officer entered into a new service agreement with the Geneva branch of WAHL on 15 December 2015, for a period of five years, subject to earlier termination upon six 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 in addition to any notice pay or payment in lieu of notice.

Non-Executive Directors

5.3 The Company entered into letters of appointment with each of its Non-Executive Directors, other than Susan Hooper and Wioletta Rosolowska, 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. The Company entered into a letter of appointment with Susan Hooper on 24 February 2016, which became effective on 1 March 2016 and with Wioletta Rosolowska on 31 May 2016, which became effective on 1 June 2016. 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 Non-Executive 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:

below:
	Date of appointment
	in current service Expiry date of
	contract or letter service contract/
	of appointment/date of first letter of
	appointment to the Board appointment
	–––––––––––––––––––––––––– –––––––––––
Executive Director
József Váradi . . . . . . . . . . . . . . . . . . . . . . . . . . . .	15 December 2015/16 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
Susan Hooper . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1 March 2016 N/A
Stephen L. Johnson . . . . . . . . . . . . . . . . . . . . . . .	2 March 2015/5 August 2011 N/A
John McMahon . . . . . . . . . . . . . . . . . . . . . . . . . .	2 March 2015/1 May 2012 N/A
Wioletta Rosolowska . . . . . . . . . . . . . . . . . . . . . .	1 June 2016 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 Rules and Transparency Rules as at 11 January 2018 (being the latest practicable date prior to the publication of this Circular) are as follows:

Number of Ordinary Shares as Percentage of notified to current Issued Name the Company Share Capital –––––––––––––––– ––––––––– ––––––––– Indigo Hungary LP . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11,515,509 15.8% Fidelity Management & Research Co . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5,713,122 7.9% The Capital Group Companies Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,855,647 5.3% Indigo Maple Hill L.P. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,484,491 4.8% Váradi J.J.[(1)] . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,085,500 2.9%

Note:

(1) Including family trust companies.

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 11 January 2018 (being the latest practicable date prior to the publication of this Circular), the Company is not aware of any person who directly or indirectly has an interest in the Company’s issued ordinary share capital which is notifiable under the Disclosure Rules 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 8 November 2017 as part of its half year results for H1 2018, the Company provided its net profit guidance for the full year financial performance for FY 2018 which constitutes a Profit Forecast for the purposes of the Listing Rules. The table below sets out the components of the Company’s full year performance outlook.

performance outlook.
	2018 Financial Year	Comment
	––––————–––––––––––––––	––––————–––––––––––––––
Capacity growth (ASKs) . . . . . . . .	23%	–
Average stage length . . . . . . . . . . .	Modest increase	–
Load Factor . . . . . . . . . . . . . . . . . .	+ 1ppt	–
Fuel CASK . . . . . . . . . . . . . . . . . .	+ 3%	Assumes jet price of $545/MT
Ex-fuel CASK . . . . . . . . . . . . . . . .	Broadly flat	Assumes H2 €/$ rate of 1.18
Total CASK . . . . . . . . . . . . . . . . . .	+ 1%	–
RASK . . . . . . . . . . . . . . . . . . . . . . .	Slight increase	Stable fuel and stable fares
Tax rate . . . . . . . . . . . . . . . . . . . . .	6%	–
Net profit . . . . . . . . . . . . . . . . . . . .	Between €265 million – €280 million	Previously at the top end of
		a range of between
		€250 million to €270 million

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 used for the purposes of preparation of the 2015 Annual Report and Accounts, 2016 Annual Report and Accounts and 2017 Annual Report and Accounts, which are expected by the Directors to be applicable for FY 2018 and which are in accordance with IFRS as adopted by the EU.

Assumptions

8.4 The Directors have prepared the Profit Forecast on the basis of the following assumptions.
8.5 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 six month forecast period to 31 March 2018;
(b) there will be no material changes in market conditions over the six month forecast period to 31 March 2018 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$1.18 for the remainder of the forecast period to 31 March 2018;
(f) jet fuel price will be US$545 per metric tonne for the remainder of the forecast period to 31 March 2018; and
(g) there will be no service bulletins resulting in additional unexpected maintenance to be performed on the Group’s aircraft.
8.6 Factors within the influence or control of the Directors:
(a) there will be no material acquisitions or disposals of businesses during FY 2018;
(b) there will be no material change in the present management or control of the Group or its existing operational strategy;
(c) RASK will be slightly positive during FY 2018;
(d) there will be approximately 1ppt load factor improvement over the prior financial year; and
(e) ex-fuel CASK will be broadly flat in FY 2018.

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 NEO Purchase Agreement Amendment which is summarised in Part 3: “ Summary of the terms and conditions of the Existing NEO Purchase Agreement and the NEO Purchase Agreement Amendment ” of this Circular;
(b) the Existing NEO Purchase Agreement which is summarised in Part 3: “ Summary of the terms and conditions of the New Airbus Agreement ” of the 2015 Circular;
(c) the CEO Purchase Agreement Amendment which is summarised in Part 3: “ Summary of the terms and conditions of the Existing CEO Purchase Agreement and the CEO Purchase Agreement Amendment ” of the 2017 Circular;

(d) the material contracts disclosed in paragraphs 13.4 to 13.5 and 13.7 to 13.9 of Section 13 (Material contracts) of Part XI: “ Additional Information ” of the IPO Prospectus, which are hereby incorporated by reference into this Circular; and

(e) Aircraft sale and leaseback agreements

(i) Accipiter Investments and Vermillion

On 6 March 2017, Wizz Air Hungary concluded sale and leaseback arrangements with Accipiter Investments and Vermillion in relation to the sale and leaseback (by operating lease) of three A320-200 and four A321-200 aircraft. On 22 November 2017, Wizz Air Hungary concluded additional sale and leaseback arrangements with Accipiter Investments and Vermillion in relation to the sale and leaseback (by operating lease) of five A321-200 aircraft.

The main transaction documents for each aircraft comprise an aircraft sale agreement and a lease agreement, pursuant to which Accipiter Investments and Vermillion have leased the aircraft to Wizz Air Hungary for an initial term of nine years from the date on which the relevant aircraft is delivered to Wizz Air Hungary. Wizz Air Hungary may extend the initial term of each lease agreement, provided that no event of default has occurred and is continuing, by a further two twelve month periods by giving written notice no later than 12 months prior to either (A) the expiry of the initial lease term or (B) the expiry of the first extension period in the case of the second extension.

Wizz Air Hungary will benefit from all of the manufacturer’s warranties during the term of the lease, unless and until an event of default has occurred and is continuing. Upon the occurrence of an event of default which is continuing, Accipiter Investments or Vermillion may request the immediate return of the aircraft or seek immediate repossession of the aircraft. Accipiter Investments or Vermillion may also require Wizz Air Hungary to pay all arrears of rent and any other outstanding sums accrued under the agreements.

Wizz Air Hungary has agreed to indemnify Accipiter Investments or Vermillion on demand for all losses, fees, costs and expenses incurred in connection with an event of default, including loss of profit and liquidated damages for loss of bargain relating to the rent that would have accrued over the remainder of the lease term. Such events of default include any failure by Wizz Air Hungary to pay rent due within three business days and any failure to keep the aircraft properly insured.

During the term of the lease agreement, Wizz Air Hungary must, at its own expense and at all times, ensure the airworthiness of the aircraft, maintain the aircraft in accordance with a maintenance programme approved by the relevant aviation authorities and keep the aircraft in compliance with certain mandatory regulatory requirements.

(ii) PAL

On 2 February 2017, Wizz Air Hungary concluded sale and leaseback arrangements with PAL in relation to the sale and leaseback (by operating lease) of three A320-200 and three A321-200 aircraft.

The main transaction documents for each aircraft comprise an aircraft sale agreement and a lease agreement, pursuant to which PAL has leased the aircraft to Wizz Air Hungary for an initial term of nine years from the date on which the relevant aircraft is delivered to Wizz Air Hungary. Wizz Air Hungary may extend the initial term of each lease agreement by a further two twelve month periods by giving written notice no later than 12 months prior to either (A) the expiry of the initial lease term or (B) the expiry of the first extension period in the case of the second extension.

Wizz Air Hungary will benefit from all of the manufacturer’s airframe and engine warranties during the term of the lease, unless and until an event of default has occurred and is continuing.

Upon the occurrence of an event of default which is continuing, PAL may request the immediate return of the aircraft or seek immediate repossession of the aircraft. PAL may also require Wizz Air Hungary to pay all arrears of rent and any other outstanding amounts accrued under the agreements.

Wizz Air Hungary has agreed to indemnify PAL on demand for all losses, damages, expenses, costs and liabilities incurred in connection with an event of default, including loss of profit during the lease term. Such events of default include any failure by Wizz Air Hungary to pay rent due within three business days, any failure to keep the aircraft properly insured and any failure to observe any provision of a lease agreement within twenty-one (21) days.

(iii) BCL

On 30 November 2016, Wizz Air Hungary concluded sale and leaseback arrangements with Jin Shan, a subsidiary of Bank of Communications Financial Leasing Co., Ltd., in relation to the sale and leaseback (by operating lease) of two A320-200 and six A321-200 aircraft.

The main transaction documents for each aircraft comprise an aircraft sale agreement and a lease agreement, pursuant to which Jin Shan has leased the aircraft to Wizz Air Hungary for an initial term of nine years from the date on which the relevant aircraft are delivered to Wizz Air Hungary. Wizz Air Hungary may extend the initial term of each lease agreement by a further two twelve month periods by giving written notice no later than 15 months prior to either (A) the expiry of the initial lease term or (B) the expiry of the first extension period in the case of the second extension.

Wizz Air Hungary will benefit from all warranties under the warranty assignment agreements during the term of the lease, unless and until an event of default has occurred and is continuing. Upon the occurrence of an event of default which is continuing, Jin Shan may request the immediate return of an aircraft. Jin Shan may also require Wizz Air Hungary to pay all amounts due from the date of termination.

Wizz Air Hungary has agreed to indemnify Jin Shan on demand for all damages, costs, fees, disbursements and expenses incurred as a result of an event of default, including loss of profit. Such events of default include any failure by Wizz Air Hungary to pay rent due within three business days, any failure to keep the aircraft properly insured and any failure to observe any material covenant or condition of a lease agreement or any agreement to be performed or observed under the lease agreement within 15 business days.

During the term of the lease agreement, Wizz Air Hungary must, at its own expense and at all times, ensure the airworthiness of the aircraft, maintain, repair and overhaul the aircraft in accordance with a maintenance programme approved by the relevant aviation authorities and keep the aircraft in compliance with certain mandatory regulatory requirements.

(iv) Star Rising

On 4 November 2015, Wizz Air Hungary concluded sale arrangements with CCB Aviation Corporation Limited in relation to the sale of eleven A321 aircraft and leaseback arrangements (by operating lease) with Star Rising in relation to the leaseback of eleven A321 aircraft.

The main transaction documents comprise an aircraft sale agreement and a lease agreement, pursuant to which Star Rising has leased the aircraft to Wizz Air Hungary for an initial term of nine years from the date on which the relevant aircraft is delivered to Wizz Air Hungary. Wizz Air Hungary may extend the initial term of each lease agreement by twelve months or

36 months by giving written notice no later than 15 months prior to the expiry of the initial lease term.

Wizz Air Hungary will benefit from all manufacturer’s warranties, product support packages and service life policies in respect of the airframe and engines, unless and until a termination event has occurred and is continuing. Upon the occurrence of a termination event which is continuing, Star Rising may also request the immediate return of an aircraft. Star Rising may also demand all rent and other amounts due during or after the exercise of any of Star Rising’s termination remedies.

Wizz Air Hungary has agreed to indemnify Star Rising on demand for all losses incurred as a result of a termination event. Such termination events include failure by Wizz Air Hungary to pay rent due within five business days and any failure to keep the aircraft properly insured. During the term of the lease agreement, Wizz Air Hungary must ensure the airworthiness of the aircraft, maintain the aircraft in accordance with a maintenance programme approved by the relevant aviation authorities and keep the aircraft in compliance with certain mandatory regulatory requirements.

(v) SMBC

On 22 December 2017, Wizz Air Hungary concluded a sale arrangement with SMBC in relation to the sale and leaseback (by operating lease) of five A321-200 Aircraft.

The main transaction documents comprise an aircraft sale agreement and a lease agreement, pursuant to which SMBC has leased the aircraft to Wizz Air Hungary for an initial term of nine years from the date on which the relevant aircraft is delivered to Wizz Air Hungary. Wizz Air Hungary has an option to extend (A) the initial term of the leases by twelve months; and (B) a further option to extend the term of the leases by a further twelve months, in each case, upon giving written notice no later than 12 months prior to the expiry of the initial lease term. Pursuant to the agreements, Wizz Air Hungary and SMBC shall discuss the amount of rent that will be payable in respect of each rent period during the extended terms and if agreement cannot be reached the options will expire.

Wizz Air Hungary will benefit from all manufacturer’s warranties, performance guarantees or service life policies in respect of the airframe and engines, unless and until an event of default has occurred and is continuing. Upon the occurrence of an event of default which is continuing, SMBC may request the immediate return of the aircraft or seek repossession of the aircraft.

Wizz Air Hungary has agreed to indemnify SMBC on demand for all loss, liability, action, claim, proceeding, judgement, penalty, fine, damages, fee, cost or expense incurred in connection with an event of default, including loss of profit because of SMBC’s inability to place the aircraft on lease with another lessee on terms as favourable. Such events of default include any failure by Wizz Air Hungary to pay rent due within four business days and any failure to keep the aircraft properly insured.

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 2015, FY 2016 and FY 2017 and up to the date of this Circular:
(a) transactions with key management personnel, further details of which are included in note 37 on page 112 of the 2015 Annual Report and Accounts, in note 36 on page 114 of the 2016

Annual Report and Accounts and in note 36 on page 119 of the 2017 Annual Report and Accounts each of which is hereby incorporated by reference into this Circular;

(b) 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 2015 Annual Report and Accounts which is hereby incorporated by reference into this Circular;
(c) transactions with Indigo Partners LLC, further details of which are included in note 37 on page 112 of the 2015 Annual Report and Accounts, in note 36 on page 114 of the 2016 Annual Report and Accounts and in note 36 on page 118 of the 2017 Annual Report and Accounts each of which are hereby incorporated by reference into this Circular; and
(d) transactions with Éden Rent Kft., further details of which are included in note 36 on page 119 of the 2017 Annual Report and Accounts which is hereby incorporated by reference into this Circular. The relevant officer to whom this transaction relates has now left the Company.
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 2017, and there have been no related party transactions entered into by the Company since 31 March 2017.

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

Five 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, Târgu Mures, Beauvais and Girona. 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. None of these ongoing investigations is 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. There is no current indication as to a likely timeframe for the resolution of these ongoing investigations.

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.

In January 2016 Carpatair filed a new legal action – registered with the Bucharest Tribunal – against Timişoara airport, the Romanian Ministry of Transports, the Ministry of Public Finances representing the Romanian State and Wizz Air. By the said legal action Carpatair asked the court to order the four defendants to pay, jointly, to Carpatair damages preliminarily estimated to amount to €92 million and interest related to the said amount, resulting from alleged state aid granted by Timişoara airport to Wizz Air, from the existence of a marketing agreement between Timişoara airport and Wizz Air and from an abuse of dominant position on the part of Timişoara airport.

The court’s decision delivered on 20 December 2016 upheld the objection raised by the Company that the Bucharest Tribunal lacked jurisdiction to hear the case and that the case should be heard by the Administrative Litigation Section of the Bucharest Court of Appeals. The case was therefore forwarded to the Bucharest Court of Appeals – Administrative and Fiscal Litigation Section where a hearing was scheduled in May 2017. The Bucharest Court of Appeals decided however that the competent court was the Bucharest Tribunal and sent the case to the High Court to settle the conflict of jurisdiction. On 27 September 2017 the High Court confirmed that the competent court to hear the case was the Bucharest Tribunal. The High Court is currently drafting the full decision and it will now forward the case to the Bucharest Tribunal, which will set the date of the first hearing.

Management estimates that the maximum potential exposure for these cases could be in the region of €113 million (including the €3 million and the €92 million specifically mentioned above). No provision has been made by the Group in relation to these issues because there is currently no reason to believe that the Group will incur charges from these cases.

11.3 Claim against Warsaw Modlin Airport

Wizz Air started proceedings on 19 July 2013 in the Polish courts seeking damages from Warsaw Modlin Airport, in the amount of 13,053,608 Polish Zloty, 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 having involved a number of witnesses who presented evidence in support of Wizz Air’s claim and in defence of the airport. A last hearing was scheduled for 15 September 2017, but it was cancelled, as Wizz Air filed additional financially relevant documents in August 2017 to evidence the calculation of the damages. The documents filed by Wizz Air were examined by a court expert, opinion arrived in mid-November 2017. Following this opinion the court will set the date of the next hearing, which is expected to take place in late winter/early spring 2018.

12. SIGNIFICANT CHANGE

There has been no significant change in the financial or trading position of the Group since 30 September, the date to which the Company’s latest unaudited interim financial information for the six months to 30 September 2017 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 ––––––––––––––––––––––––––––––––––––––––– –––––––––––––––––––– –––––––––– Paragraphs 13.4 to 13.5 and 13.7 to 13.9 of Section 13 ( Material contracts ) of Part XI: “ Additional Information ” of the IPO Prospectus Section 9 of this Part 4 269-272 Note 37 to the 2015 Annual Report and Accounts Section 10 of this Part 4 112 Note 36 to the 2016 Annual Report and Accounts Section 10 of this Part 4 113-114 Note 36 to the 2017 Annual Report and Accounts Section 10 of this Part 4 118-119 2015 Circular Section 9 of this Part 4 28 2017 Circular Section 9 of this Part 4 26-28

The sections of the IPO Prospectus, 2015 Circular, 2017 Circular, 2015 Annual Report and Accounts, 2016 Annual Report and Accounts and 2017 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 ( Consent ) of this Part 4;
(c) the consolidated audited financial statements for Wizz Air for FY 2017;
(d) the FY 2018 Half Year Report;
(e) the Existing NEO Purchase Agreement and the NEO Purchase Agreement Amendment; and
(f) this Circular.

Dated: 12 January 2018

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 and Accounts”	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;
“2015 Circular”	the circular published by the Company on 15 October 2015 in
	relation to the NEO Purchase Agreement;
“2016 Annual Report and Accounts”	the audited and consolidated annual report and accounts (including
	relevant accounting policies and notes) of the Group and the audit
	report thereon for FY 2016;
“2017 Annual Report and Accounts”	the audited and consolidated annual report and accounts (including
	relevant accounting policies and notes) of the Group and the audit
	report thereon for FY 2017;
“2017 Circular”	the circular published by the Company on 25 July 2017 in relation
	to the CEO Purchase Agreement Amendment;
“A320ceo Aircraft”	a variant of the current generation A320 Family Aircraft (A320
	variant) equipped with current IAE V2500 Engine variant as
	contemplated by the Existing CEO Purchase Agreement;
“A321ceo Aircraft”	a variant of the current generation A320 Family Aircraft (A321
	variant) equipped with current IAE V2500 Engine variant as
	contemplated by the Existing CEO Purchase Agreement and CEO
	Purchase Agreement Amendment;
“A321ceo Family Aircraft”	Airbus A320ceo Aircraft and A321ceo Aircraft;
“A320neo Aircraft”	new generation Airbus A320 aircraft equipped with the New Engine
	Option;
“A321neo Aircraft”	new generation Airbus A321 aircraft equipped with the New Engine
	Option;
“A320neo Family Aircraft”	Airbus A320neo Aircraft and A321neo Aircraft;
“Act”	the Companies Act 2006 of England and Wales, as amended from
	time to time;
“Accipiter Investments”	Accipiter Investments Aircraft 3 Limited;
“Additional Aircraft”	the 146 additional A320neo Family Aircraft, which are the subject
	of the NEO Purchase Agreement Amendment;
“Airbus”	Airbus SAS (including, where the context requires, its subsidiary
	undertakings);
“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; “ Brexit ” the United Kingdom’s withdrawal from the EU; “ CASK ” operating cost per ASK; “ CEE ” Central and Eastern Europe; “ CEO Purchase Agreement the amendment to the Existing CEO Purchase Agreement entered Amendment ” into between Wizz Air Hungary and Airbus relating to the purchase of the 10 additional A321ceo Aircraft dated 21 June 2017; “ CET ” Central European Time;

“ 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 Share s” non-voting, non-participating convertible shares of £0.0001 each in the share capital of the Company;

“ CEO ” or “ Current Engine Option ” the IAE V2500 SelectOne engine to be installed on the A321ceo Aircraft and A320ceo Aircraft; “ Disclosure Guidance and the disclosure rules and transparency rules made by the FCA under Transparency Rules ” Part VI of the FSMA; “ EU ” the European Union;

“ EU-15 ” 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 CEO Purchase Agreement ” the aircraft purchase agreement dated 7 September 2005 between Wizz Air Hungary and Airbus as amended on 20 July 2006, 10 October 2007, 18 June 2009 and 21 June 2017 and as otherwise supplemented or varied from time to time;
“ Existing Committed Aircraft the aircraft sale and leaseback agreements described in paragraphs Financing Arrangements ” (e)(i) – (iii) and (v) of section 9 ( Material contracts ) of Part 4: “ Additional Information ” of this Circular;

“ Existing NEO Aircraft ” the firmly-ordered 110 A321neo Aircraft the subject of the Existing NEO Purchase Agreement;

“ Existing NEO Purchase Agreement ” the aircraft purchase agreement dated 11 September 2015 relating to the purchase of 110 A321neo Aircraft and 90 purchase rights;
“ 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 2012”	the financial year ended 31 March 2012;
“FY 2015”	the financial year ended 31 March 2015;
“FY 2016”	the financial year ended 31 March 2016;
“FY 2017”	the financial year ended 31 March 2017;
“FY 2018”	the financial year ending 31 March 2018;
“FY 2018 Half Year Report”	the unaudited half year report for Wizz Air for H1 FY 2018
	published on 8 November 2017;
“FY 2019”	the financial year ending 31 March 2019;
“GDP”	gross domestic product;
“General Meeting”	the General Meeting of the Company convened for 1:00 p.m. (CET)
	on 30 January 2018 as set out in the notice in Part 6: “Notice of
	General Meeting” of this Circular;
“GTF”	geared turbofan;
“H1 FY 2017”	the six months ended 30 September 2016;
“H1 FY 2018”	the six months ended 30 September 2017;
“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;
“Jin Shan”	Jin Shan 17 Ireland Company Limited;
“J.P. Morgan Cazenove”	J.P. Morgan Securities plc (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;
“MAR”	the Market Abuse Regulation (2014/596/EU);

“ NEO Purchase Agreement the amendment to the Existing NEO Purchase Agreement entered Amendment ” into between Wizz Air Hungary and Airbus relating to the purchase of the Additional Aircraft dated 29 December 2017;

“ New Engine Option ”
“ Non-Executive Directors ”
“ Ordinary Shares ”

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

William A. Franke, Thierry de Preux, Guido Demuynck, Simon Duffy, Susan Hooper, Stephen L. Johnson, John McMahon, Wioletta Rosołowska and John R. Wilson;
the ordinary shares in the Company of £0.0001 each;
“ PAL ” Pembroke Aircraft Leasing 6 Limited and Pembroke Aircraft Leasing 8 Limited;
“ Profit Forecast ”
“ Prospectus Rules ”
“ Proposed Purchase ”
“ RASK ”
“ Resolution ”
“ Senior Managers ”
“ Shareholder(s) ”
“ SMBC ”
“ Star Rising ”
“ Takeover Code ”

“ UK Listing Authority ”

“ US$ ” or “ US Dollar ” or “ $ ”
“ VAT ”
the profit forecast issued by the Company for the full year financial performance for the year ending 31 March 2018, further information on which is set out in section 8 ( Profit Forecast ) of Part 4: “ Additional Information ” of this Circular;
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;
the proposed purchase by Wizz Air Hungary of 146 Airbus A320neo Family Aircraft pursuant to the NEO Purchase Agreement Amendment, 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 NEO Purchase Agreement Amendment, as described in Part 3: “ Summary of the Terms and Conditions of the Existing NEO Purchase Agreement and NEO Purchase Agreement Amendment ” of this Circular;

Passenger revenue divided by ASKs;

the ordinary resolution to approve the NEO Purchase Agreement Amendment to be proposed at the General Meeting, notice of which is set out in Part 6: “ Notice of General Meeting ” of this Circular;
Stephen Jones, Diederik Pen, Iain Wetherall, Owain Jones, Johan Eidhagen, George Michalopoulos, Bela Szegedi and Heiko Holm;
the holder(s) of Ordinary Shares;
SMBC Aviation Capital Limited;
Star Rising Aviation 3 Limited;
the UK City 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;
the lawful currency of the United States of America, from time to time;
value added tax;

“ Vermillion ” Vermillion Aviation (Two) Limited or Vermillion Aviation (Seven) Limited; “ WAHL ” Wizz Air Hungary Limited, Geneva Branch; “ Western Europe ” the EU-15 plus Cyprus, Iceland, Malta, Norway and Switzerland; “ Wizz Air ” or “ Group ” the Company and its subsidiary undertakings (as defined by section 1162 of the Act) from time to time; and “ Wizz Air Hungary ” 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 30 January 2018 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 NEO Purchase Agreement Amendment, each as defined and described in the Circular to Shareholders dated 12 January 2018, 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 NEO Purchase Agreement Amendment, 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:

==> picture [171 x 80] intentionally omitted <==

44 Esplanade St. Helier JE4 9WG Jersey

William A. Franke Chairman 12 January 2018

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 26 January 2018 (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 26 January 2018.

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 11 January 2018 (being the last practicable business day prior to publication of this notice), the Company’s issued ordinary share capital consisted of 72,706,171 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://corporate.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 170258

AI assistant

Wizz Air Holdings PLC — Proxy Solicitation & Information Statement 2018

10271_rns_2018-01-30_c317b818-460b-4511-a77a-34c3f8a1a6fa.pdf

WIZZ AIR HOLDINGS PLC

PROPOSED PURCHASE OF 146 AIRBUS A320NEO FAMILY AIRCRAFT

AND

NOTICE OF GENERAL MEETING

Forward-looking statements

CORPORATE DETAILS AND ADVISERS

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

Notes:

PART 1

LETTER FROM THE CHAIRMAN

PROPOSED PURCHASE OF 146 AIRBUS A320NEO FAMILY AIRCRAFT

NOTICE OF GENERAL MEETING

1. INTRODUCTION

2. BACKGROUND TO AND REASONS FOR THE PROPOSED PURCHASE

3. INDUSTRY LANDSCAPE AND WIZZ AIR’S POSITION

Note:

4. FLEET PLAN

Note:

5. THE EXISTING NEO PURCHASE AGREEMENT AND THE NEO PURCHASE AGREEMENT AMENDMENT

General

Price

Engine selection

Termination

6. FINANCING OF THE PROPOSED PURCHASE

7. RISKS

8. CURRENT TRADING AND PROSPECTS

9. GENERAL MEETING

10. ACTION TO BE TAKEN

11. RECOMMENDATION

Wizz Air Holdings Plc

PART 2

RISK FACTORS

1. RISKS RELATED TO, RESULTING FROM OR IMPACTED BY THE PROPOSED PURCHASE

The NEO Purchase Agreement Amendment 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 NEO Purchase Agreement Amendment

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 NEO Purchase Agreement Amendment

Wizz Air is exposed to the failure or non-performance of Airbus, IAE or, if their engines are selected for any of the Additional Aircraft, CFM

2. RISKS RELATED TO, RESULTING FROM OR IMPACTED BY THE NEO PURCHASE AGREEMENT AMENDMENT 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

3. 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 146 Additional Aircraft it is committed to purchase from Airbus pursuant to the NEO Purchase Agreement Amendment

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

The airline industry is exposed to fuel price fluctuations

PART 3

SUMMARY OF THE TERMS AND CONDITIONS OF THE EXISTING NEO PURCHASE AGREEMENT AND THE NEO PURCHASE AGREEMENT AMENDMENT

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

Note:

5. DIRECTORS’ SERVICE CONTRACTS AND LETTERS OF APPOINTMENT

Executive Director

Non-Executive Directors

6. MAJOR INTERESTS IN SHARES

Note:

7. WORKING CAPITAL

8. PROFIT FORECAST

Basis of preparation

9. MATERIAL CONTRACTS

(e) Aircraft sale and leaseback agreements

(ii) PAL

(iii) BCL

(iv) Star Rising

Wizz Air Holdings PLC Proxy Solicitation & Information Statement 2018