Result of AGM
Wizz Air Holdings Plc announced that all ordinary and special resolutions were approved at its 2026 Annual General Meeting, with the total voting rights at 103,515,051 as of August 3, 2026. While most resolutions passed with strong support, resolutions 2, 7, and 8 saw over 20% of votes cast against them, prompting the Board to consult further with major shareholders on remuneration and governance matters, with an update expected within six months. The company also noted that the re-appointment of PricewaterhouseCoopers LLP as auditors and the authorization for directors to allot shares and disapply pre-emption rights were approved by significant majorities.
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Geneva, 5 August 2026: Wizz Air Holdings Plc ("Wizz Air" or the "Company"), announces that at its annual general meeting ("AGM") held earlier today, all ordinary and special resolutions were passed. All resolutions were decided by poll.
The total voting rights of the Company as at 7:00 p.m. (CEST) on 3 August 2026, being the time at which shareholders had to be on the Company's shareholder register in order to be eligible to vote, was 103,515,051.
In accordance with paragraph 6.2.8 of the UK Listing Rules, the resolutions to re-elect Barry Eccleston, Charlotte Pedersen, Charlotte Andsager, Enrique Dupuy de Lome Chavarri, Anthony Radev, Anna Gatti and Phit Lian Chong as directors of the Company were approved by (a) the shareholders of the Company (resolutions 7, 9, 11, 13, 15, 17 and 19) and (b) the independent shareholders of the Company (resolutions 8, 10, 12, 14, 16, 18 and 20).
| In accordance with paragraph 6.4.2 of the UK Listing Rules, a copy of the special resolutions approved at the AGM have been forwarded to the Financial Conduct Authority for publication through the Document Viewing Facility and will be accessible via the National Storage Mechanism website (National Storage Mechanism | FCA). |
The AGM results will also be made available on the Company's website: General Meetings (wizzair.com).
The Board notes that resolutions 2,7 and 8, as per the table below, had more than 20% of votes cast against. In the coming months, the Board will continue to consult with major shareholders on remuneration and wider governance matters. In accordance with the UK Corporate Governance Code, the Board will publish an update on this engagement within six months of the AGM.
The Board is pleased that each of the AGM resolutions received broad-based shareholder support and appreciates the time taken by shareholders to engage with the Company in recent months.
The first table below shows the total number of votes that were cast without showing the effect of disenfranchising a fixed proportion of shares held by each Non-Qualifying National as the result of sending Restricted Share Notices to such persons, as announced by the Company on 10 July 2026. It is not, therefore, the result of the AGM.
The second table shows the results of the poll taken at the AGM. The number of shares voting and the percentage of share capital voted reflect such proportionate disenfranchisement.
Further details of each of the resolutions are contained in the notice of AGM which is available at General Meetings (wizzair.com).
Table 1 - total votes cast (without showing the effect of disenfranchising shares held by Non-Qualifying Nationals)
| Resolution | Votes For | % | Votes Against | % | Total Votes (excluding votes withheld) | % of Issued Share Capital Voted | Votes Withheld* | |
|---|---|---|---|---|---|---|---|---|
| Ordinary resolutions | ||||||||
| 1 | To receive the Company's annual report and accounts for the financial year ended 31 March 2026 together with the related directors' and auditor's report (the "2026 Annual Report and Accounts"). | 56,253,734 | 100% | 23,944 | 0% | 56,277,678 | 54.37% | 335,941 |
| 2 | To approve the Directors' Remuneration Report for the financial year ended 31 March 2026. | 41,968,481 | 74% | 14,639,439 | 26% | 56,607,920 | 54.69% | 5,699 |
| 3 | To elect Brian H. Franke as director. | 56,274,508 | 99% | 334,252 | 1% | 56,608,760 | 54.69% | 4,859 |
| 4 | To re-elect William A. Franke as director. | 52,261,277 | 92% | 4,348,769 | 8% | 56,610,046 | 54.69% | 3,573 |
| 5 | To re-elect József Váradi as director. | 56,274,687 | 99% | 335,413 | 1% | 56,610,100 | 54.69% | 3,519 |
| 6 | To re-elect Stephen L. Johnson as director. | 55,872,982 | 99% | 735,873 | 1% | 56,608,855 | 54.69% | 4,764 |
| 7 | To re-elect Barry Eccleston as director. | 42,608,625 | 75% | 13,998,198 | 25% | 56,606,823 | 54.68% | 6,796 |
| 8 | To re-elect Barry Eccleston as director. (INDEPENDENT VOTE) | 27,678,106 | 66% | 13,998,390 | 34% | 41,676,496 | 40.26% | 14,937,123 |
| 9 | To re-elect Charlotte Pedersen as director. | 56,253,497 | 99% | 352,759 | 1% | 56,606,256 | 54.68% | 7,363 |
| 10 | To re-elect Charlotte Pedersen as director. (INDEPENDENT VOTE) | 41,318,087 | 99% | 357,892 | 1% | 41,675,979 | 40.26% | 14,937,640 |
| 11 | To re-elect Charlotte Andsager as director. | 55,844,328 | 99% | 761,257 | 1% | 56,605,585 | 54.68% | 8,034 |
| 12 | To re-elect Charlotte Andsager as director. (INDEPENDENT VOTE) | 40,914,114 | 98% | 761,257 | 2% | 41,675,371 | 40.26% | 14,938,248 |
| 13 | To re-elect Enrique Dupuy de Lome Chavarri as director. | 55,844,754 | 99% | 762,069 | 1% | 56,606,823 | 54.68% | 6,796 |
| 14 | To re-elect Enrique Dupuy de Lome Chavarri as director. (INDEPENDENT VOTE) | 40,914,540 | 98% | 762,069 | 2% | 41,676,609 | 40.26% | 14,937,010 |
| 15 | To re-elect Anthony Radev as director. | 55,645,609 | 98% | 961,147 | 2% | 56,606,756 | 54.68% | 6,863 |
| 16 | To re-elect Anthony Radev as director. (INDEPENDENT VOTE) | 40,715,395 | 98% | 961,147 | 2% | 41,676,542 | 40.26% | 14,937,077 |
| 17 | To re-elect Anna Gatti as director. | 55,652,213 | 98% | 956,584 | 2% | 56,608,797 | 54.69% | 4,822 |
| 18 | To re-elect Anna Gatti as director. (INDEPENDENT VOTE) | 40,716,366 | 98% | 961,717 | 2% | 41,678,083 | 40.26% | 14,935,536 |
| 19 | To re-elect Phit Lian Chong as director. | 56,270,706 | 99% | 338,212 | 1% | 56,608,918 | 54.69% | 4,701 |
| 20 | To re-elect Phit Lian Chong as director. (INDEPENDENT VOTE) | 41,340,429 | 99% | 338,212 | 1% | 41,678,641 | 40.26% | 14,934,978 |
| 21 | To re-appoint PricewaterhouseCoopers LLP as the Company's auditors from the conclusion of the AGM until the conclusion of the next AGM. | 50,974,645 | 90% | 5,634,929 | 10% | 56,609,574 | 54.69% | 4,045 |
| 22 | To authorise the audit committee to agree the remuneration of the auditors. | 56,381,759 | 100% | 228,251 | 0% | 56,610,010 | 54.69% | 3,609 |
| 23 | To authorise the directors to allot shares. | 50,419,399 | 89% | 6,190,725 | 11% | 56,610,124 | 54.69% | 3,495 |
| Special resolutions | ||||||||
| 24 | To disapply pre-emption rights. | 50,332,916 | 89% | 6,274,604 | 11% | 56,607,520 | 54.69% | 6,099 |
| 25 | To disapply pre-emption rights in connection with an acquisition or specified capital investment. | 49,210,162 | 87% | 7,399,390 | 13% | 56,609,552 | 54.69% | 4,067 |
Table 2 - results of the poll taken at the AGM (post disenfranchisement)
| Resolution | Votes For | % | Votes Against | % | Total Votes (excluding votes withheld) | % of Issued Share Capital Voted | Votes Withheld* | |
|---|---|---|---|---|---|---|---|---|
| Ordinary resolutions | ||||||||
| 1 | To receive the Company's annual report and accounts for the financial year ended 31 March 2026 together with the related directors' and auditor's report (the "2026 Annual Report and Accounts"). | 42,698,054 | 100% | 16,127 | 0% | 42,714,181 | 41.26% | 226,242 |
| 2 | To approve the Directors' Remuneration Report for the financial year ended 31 March 2026. | 32,962,268 | 77% | 9,974,316 | 23% | 42,936,584 | 41.48% | 3,839 |
| 3 | To elect Brian H. Franke as director. | 42,712,044 | 99% | 225,106 | 1% | 42,937,150 | 41.48% | 3,273 |
| 4 | To re-elect William A. Franke as director. | 39,894,547 | 93% | 3,043,469 | 7% | 42,938,016 | 41.48% | 2,407 |
| 5 | To re-elect József Váradi as director. | 42,712,165 | 99% | 225,887 | 1% | 42,938,052 | 41.48% | 2,371 |
| 6 | To re-elect Stephen L. Johnson as director. | 42,441,634 | 99% | 495,579 | 1% | 42,937,214 | 41.48% | 3,209 |
| 7 | To re-elect Barry Eccleston as director. | 33,393,376 | 78% | 9,542,469 | 22% | 42,935,845 | 41.48% | 4,578 |
| 8 | To re-elect Barry Eccleston as director. (INDEPENDENT VOTE) | 23,338,348 | 71% | 9,542,598 | 29% | 32,880,946 | 31.76% | 10,059,477 |
| 9 | To re-elect Charlotte Pedersen as director. | 42,697,894 | 99% | 237,569 | 1% | 42,935,463 | 41.48% | 4,960 |
| 10 | To re-elect Charlotte Pedersen as director. (INDEPENDENT VOTE) | 32,639,572 | 99% | 241,026 | 1% | 32,880,598 | 31.76% | 10,059,825 |
| 11 | To re-elect Charlotte Andsager as director. | 42,413,521 | 99% | 521,491 | 1% | 42,935,011 | 41.48% | 5,412 |
| 12 | To re-elect Charlotte Andsager as director. (INDEPENDENT VOTE) | 32,358,697 | 98% | 521,491 | 2% | 32,880,188 | 31.76% | 10,060,235 |
| 13 | To re-elect Enrique Dupuy de Lome Chavarri as director. | 42,413,807 | 99% | 522,038 | 1% | 42,935,845 | 41.48% | 4,578 |
| 14 | To re-elect Enrique Dupuy de Lome Chavarri as director. (INDEPENDENT VOTE) | 32,358,984 | 98% | 522,038 | 2% | 32,881,022 | 31.76% | 10,059,401 |
| 15 | To re-elect Anthony Radev as director. | 42,279,688 | 98% | 656,112 | 2% | 42,935,800 | 41.48% | 4,623 |
| 16 | To re-elect Anthony Radev as director. (INDEPENDENT VOTE) | 32,224,865 | 98% | 656,112 | 2% | 32,880,977 | 31.76% | 10,059,446 |
| 17 | To re-elect Anna Gatti as director. | 42,284,136 | 98% | 653,039 | 2% | 42,937,174 | 41.48% | 3,248 |
| 18 | To re-elect Anna Gatti as director. (INDEPENDENT VOTE) | 32,225,519 | 98% | 656,496 | 2% | 32,882,015 | 31.77% | 10,058,408 |
| 19 | To re-elect Phit Lian Chong as director. | 42,709,484 | 99% | 227,772 | 1% | 42,937,256 | 41.48% | 3,167 |
| 20 | To re-elect Phit Lian Chong as director. (INDEPENDENT VOTE) | 32,654,618 | 99% | 227,772 | 1% | 32,882,390 | 31.77% | 10,058,032 |
| 21 | To re-appoint PricewaterhouseCoopers LLP as the Company's auditors from the conclusion of the AGM until the conclusion of the next AGM. | 39,134,010 | 91% | 3,803,688 | 9% | 42,937,698 | 41.48% | 2,725 |
| 22 | To authorise the audit committee to agree the remuneration of the auditors. | 42,784,273 | 100% | 153,719 | 0% | 42,937,991 | 41.48% | 2,431 |
| 23 | To authorise the directors to allot shares. | 38,760,076 | 90% | 4,177,992 | 10% | 42,938,068 | 41.48% | 2,355 |
| Special resolutions | ||||||||
| 24 | To disapply pre-emption rights. | 38,701,834 | 90% | 4,234,480 | 10% | 42,936,314 | 41.48% | 4,108 |
| 25 | To disapply pre-emption rights in connection with an acquisition or specified capital investment. | 37,945,168 | 88% | 4,992,515 | 12% | 42,937,683 | 41.48% | 2,740 |
*A vote withheld is not a vote in law and is not counted towards votes cast "For" or "Against" a resolution.
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