Wizz Air Holdings PLC — Proxy Solicitation & Information Statement 2023

Jul 11, 2023

Wizz Air Holdings Plc

All Correspondence to: Computershare Investor Services (Jersey) Limited c/o The Pavilions, Bridgwater Road, Bristol, BS99 6ZY

Form of Prox - Annual General Meetin to be held on 2 Au ust 2023 y g g

View the Annual Report online:

@ https://wizzair.com/en-gb/information-and-services/investor-relations/investors/annual-reports Read, print and download your annual report electronically.

visit: www.investorcentre.co.uk

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Register today and manage your shareholding online!

To be effective, all proxy appointments must be lodged with the Company’s Registrars at: c/o The Pavilions, Bridgwater Road, Bristol BS99 6ZY 31 July 2023 at 3.00 pm (CEST) 2.00 pm (BST)

Explanatory Notes:

1. Every holder has the right to appoint some other person(s) of their choice, who need not be a shareholder, as his proxy to exercise all or any of his rights, to attend, speak and vote on their behalf at the meeting. If you wish to appoint a person other than the Chairman, please insert the name of your chosen proxy holder in the space provided (see reverse). If the proxy is being appointed in relation to less than your full voting entitlement, please enter in the box next to the proxy holder’s name (see reverse) the number of shares in relation to which they are authorised to act as your proxy. If returned without an indication as to how the proxy shall vote on any particular matter, the proxy will exercise his discretion as to whether, and if so how, he votes (or if this proxy form has been issued in respect of a designated account for a shareholder, the proxy will exercise his discretion as to whether, and if so how, he votes). The proxy appointment shall also be deemed to confer authority to vote on any amendment of a resolution put to the meeting for which it is given as the proxy thinks fit. The proxy appointment shall be valid for any adjournment of the meeting as well as for the meeting to which it relates.

2. To appoint more than one proxy, an additional proxy form(s) may be obtained by contacting the Registrar’s helpline on 0370 707 4040 or you may photocopy this form. Please indicate in the box next to the proxy holder’s name (see reverse) the number of shares in relation to which they are authorised to act as your proxy. Please also indicate by marking the box provided if the proxy instruction is one of multiple instructions being given. All forms must be signed and should be returned together in the same envelope.

3. The ‘Vote Withheld’ option overleaf is provided to enable you to abstain on any particular 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 the votes ‘For’ and ‘Against’ a resolution.

4. Pursuant to Article 40 of the Companies (Uncertificated Securities) (Jersey) Order 1999, entitlement to attend and vote at the meeting and the number of votes which may be cast thereat will be determined by reference to the Register of the Company or Separate Register (as defined in the Company’s articles of association), at 3.00 pm (CEST) 2.00 pm (BST) on 31 July 2023. Changes to entries on the Register or Separate Register after that time shall be disregarded in determining the rights of any person to attend and vote at the meeting.

5. To appoint one or more proxies or to give an instruction to a proxy (whether previously appointed or otherwise) via the CREST system, CREST messages must be received by the issuer’s agent (ID number 3RA50) not later than 3.00 pm (CEST) 2.00 pm (BST) on 31 July 2023 or any adjournment (excluding any day which is not a working day). For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp generated by the CREST system) from which the issuer’s agent is able to retrieve the message. The Company may treat as invalid a proxy appointment sent by CREST in the circumstances set out in Article 34 of the Companies (Uncertificated Securities) (Jersey) Order 1999.

6. The above is how your address appears on the Register. If this information is incorrect please ring the Registrar’s helpline on 0370 707 4040 to request a change of address form or go to www.investorcentre.co.uk to use the online Investor Centre service.

7. Any alterations made to this form should be initialled.

8. The completion and return of this form will not preclude a member from attending the meeting and voting in person.

Kindly Note: This form is issued only to the addressee(s) and is specific to the unique designated account printed hereon. This personalised form is not transferable between different: (i) account holders; or (ii) uniquely designated accounts. The Company and Computershare Investor Services (Jersey) Limited accept no liability for any instruction that does not comply with these conditions.

All Named Holders

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Form of Proxy

Please complete this box only if you wish to appoint a third party proxy other than the Chairman. Please leave this box blank if you want to select the Chairman. Do not insert your own name(s).

I/We hereby appoint the Chairman of the Meeting OR the person indicated in the box above as my/our proxy to attend, speak and vote in respect of my/our full voting entitlement* on my/our behalf at the Annual General Meeting of Wizz Air Holdings Plc to be held at Crowne Plaza Geneva, Avenue Louis-Casai 75-77, 1216 Geneva, Switzerland on 2 August 2023 at 3.00 pm (CEST) 2.00 pm (BST) , and at any adjourned meeting.

*** For the appointment of more than one proxy, please refer to Explanatory Note 2 (see front).**

Please mark here to indicate that this proxy appointment is one of multiple appointments being made.

Please use a black pen. Mark with an X X inside the box as shown in this example.

Ordinary ResolutionsVoteFor Against Withheld1.To receive the Company’s annual report and accountsfor the fnancial year ended 31 March 2023 togetherwith the related directors’ and auditor’s report (the“2023 Annual Report and Accounts”).2.THAT the Directors’ Remuneration Report for thefnancial year ended 31 March 2023, set out onpages 124 to 151 of the 2023 Annual Report andAccounts (excluding the part containing the Directors’Remuneration Policy), be and is hereby approved.3.THAT the Directors’ Remuneration Policy, set outon pages 129 to 141 of the 2023 Annual Report andAccounts, be and is hereby approved and takes effectimmediately after the end of the AGM on 2 August 2023.4.To approve certain amendments to the rules of theWizz Air Valuation Creation Plan.5.To approve certain amendments to the rules of theWizz Air Omnibus Plan.6.To re-elect William A. Franke as a director of the Company.7.To re-elect József Váradi as a director of the Company.8.To re-elect Stephen L. Johnson as a director ofthe Company.9.To re-elect Barry Eccleston as a director of the Company.10.To re-elect Barry Eccleston as a director of theCompany (Independent Shareholder vote).11.To re-elect Andrew S. Broderick as a director ofthe Company.12.To re-elect Charlotte Pedersen as a director ofthe Company.13.To re-elect Charlotte Pedersen as a director ofthe Company (Independent Shareholder vote).14.To re-elect Charlotte Andsager as a director ofthe Company.	VoteFor Against Withheld15.To re-elect Charlotte Andsager as a director ofthe Company (Independent Shareholder vote).
	16.To re-elect Enrique Dupuy de Lome Chavarri asa director of the Company.
	17.To re-elect Enrique Dupuy de Lome Chavarri asa director of the Company (IndependentShareholder vote).
	18.To re-elect Anthony Radev as a director of theCompany.
	19.To re-elect Anthony Radev as a director of theCompany (Independent Shareholder vote).
	20.To re-elect Anna Gatti as a director of the company.
	21.To re-elect Anna Gatti as a director of the Company(Independent Shareholder vote).
	22.To elect Phit Lian Chong as a director of the Company.
	23.To elect Phit Lian Chong as a director of the Company(Independent Shareholder vote).
	24.To re-appoint PricewaterhouseCoopers LLP as theCompany’s auditors from the conclusion of the AGMuntil the conclusion of the next AGM of the Company.
	25.To authorise the audit committee (for and on behalf ofthe Board) to agree the remuneration of the auditors.
	26.Authority to allot shares.Special Resolutions
	27.Disapplication of pre-emption rights.
	28.Disapplication of pre-emption rights in connection withan acquisition or specifed capital investment.

I/We instruct my/our proxy as indicated on this form. Unless otherwise instructed the proxy may vote as he or she sees fit or abstain in relation to any business of the meeting.

Signature Date

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In the case of a corporation, this proxy must be given under its common seal or be signed on its behalf by an attorney or officer duly authorised, stating their capacity (e.g. director, secretary).

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