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Wizz Air Holdings PLC

Proxy Solicitation & Information Statement Jun 24, 2025

10271_agm-r_2025-06-24_4243bd2e-895d-4eee-8d8b-baf9172c790f.pdf

Proxy Solicitation & Information Statement

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

MR SAM SAMPLE DESIGNATION (IF ANY) MR JOINT HOLDER 1 ADD1 ADD2 ADD3 ADD4

Form of Proxy - Annual General Meeting to be held on 23 July 2025

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Explanatory Notes:

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  • 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 fi t. 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.

Kindly Note: This form is issued only to the addressee(s) and is specific to the All Named Holders 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.

  • 4. Pursuant to Article 40 of the Companies (Uncertifi cated 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 defi ned in the Company's articles of association), at 7:00 p.m. (CEST) 6:00 p.m. (BST) on 21 July 2025. 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 2:45 p.m. (CEST) 1:45 p.m. (BST) on 21 July 2025 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 (Uncertifi cated 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.

MR A SAMPLE ADDITIONAL HOLDER 1 ADDITIONAL HOLDER 2 ADDITIONAL HOLDER 3 ADDITIONAL HOLDER 4

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).

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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 23 July 2025 at 2:45 p.m. (CEST) 1:45 p.m. (BST), and at any adjourned meeting.

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* 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
inside the box as shown in this example.
X
Ordinary Resolutions For Vote
Against Withheld
For Vote
Against Withheld
1. To receive the Company's annual report and accounts
for the fi nancial year ended 31 March 2025 together
with the related directors' and auditor's report (the
"2025 Annual Report and Accounts").
14. To re-elect Enrique Dupuy de Lome Chavarri as a
director of the company.
2. THAT the Directors' Remuneration Report for the
fi nancial year ended 31 March 2025, set out on
pages 69 to 94 of the 2025 Annual Report and
Accounts (excluding the part containing the Directors'
Remuneration Policy), be and is hereby approved.
15. To re-elect Enrique Dupuy de Lome Chavarri as a director
of the Company (Independent Shareholder vote).
16. To re-elect Anthony Radev as a director of the company.
3. To approve the initial opt-in by József Váradi in a
private pension contribution scheme introduced by
the Company and an additional contribution by the
Company of up to 1.5% of his salary.
17. To re-elect Anthony Radev as a director of the
Company (Independent Shareholder vote).
18. To re-elect Anna Gatti as a director of the company.
4. To re-elect William A. Franke as a director of
the Company.
19. To re-elect Anna Gatti as a director of the Company
(Independent Shareholder vote).
5. To re-elect József Váradi as a director of the Company. 20. To re-elect Phit Lian Chong as a director of
the Company.
6. To re-elect Stephen L. Johnson as a director of
the Company.
21. To re-elect Phit Lian Chong as a director of the
Company (Independent Shareholder vote).
7. To re-elect Barry Eccleston as a director of
the company.
22. To re-appoint PricewaterhouseCoopers LLP as the
8. To re-elect Barry Eccleston as a director of the
Company (Independent Shareholder vote).
Company's auditors from the conclusion of the AGM
until the conclusion of the next annual general meeting
of the Company.
9. To re-elect Andrew S. Broderick as a director of
the company.
23. To authorise the audit committee (for and on behalf of
the Board) to agree the remuneration of the auditors.
10. To re-elect Charlotte Pedersen as a director of
the company.
24. Authority to allot shares.
Special Resolutions
11. To re-elect Charlotte Pedersen as a director of the
Company (Independent Shareholder vote).
25. Disapplication of pre-emption rights.
12. To re-elect Charlotte Andsager as a director of
the company.
26. Disapplication of pre-emption rights in connection with
an acquisition or specifi ed capital investment.
13. To re-elect Charlotte Andsager as a director of the
Company (Independent Shareholder vote).
I/We instruct my/our proxy as indicated on this form. Unless otherwise instructed the proxy may vote as he or she sees fi t or abstain in relation to any business of the meeting.

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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 offi cer duly authorised, stating their capacity (e.g. director, secretary).

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