Introduction
On 29 December 2020 Wizz Air announced that the Board of Wizz Air Holdings Plc (the “Company”) had passed resolutions to protect Wizz Air Hungary Ltd’s (a subsidiary of the Company) EU airline operating licence following the end of the post-Brexit transition period on 31 December 2020. To achieve this, the Company proportionally disenfranchised the Ordinary Shares in the Company held by non-EEA shareholders, including UK shareholders.
We use the term “disenfranchised” and related terms to refer to the suspension of voting and certain other rights to participate in shareholder meetings. Following this decision and consequent discussions with shareholders, Wizz Air publishes a list of frequently asked questions with corresponding answers.
Frequently asked questions:
EU law requires the holder of an EU airline operating licence to be majority held and effectively controlled by Qualifying Nationals (broadly, a national of an EEA country). The Company has now implemented a contingency plan that deals with UK shareholders no longer qualifying as ‘Qualifying Nationals’.
Under the plan the same proportion of Ordinary Shares held by each Non-Qualifying National was disenfranchised. The plan was discussed and approved by relevant aviation regulators in the UK and Hungary and ensures Wizz Air Hungary’s continued compliance with EU ownership and control requirements.
Yes, Ordinary Shares continue to be traded freely by both EEA and non-EEA investors.
We are not forcing Non-Qualifying Nationals to sell any Ordinary Shares to Qualifying Nationals. We can comply with EU law through disenfranchisement as described above.
We monitor the share register regularly, working closely with our Registrar and other advisers.
We know the total number of Ordinary Shares held by Qualifying Nationals and therefore the number of Ordinary Shares that need to be disenfranchised to ensure that Qualifying Nationals hold a majority of Ordinary Shares which can vote. All Non-Qualifying Nationals are proportionately disenfranchised to the extent required to achieve this.
Periodically, and certainly prior to any general meeting, we would inform affected shareholders of their voting rights. This will be administered through our Registrar.
In respect of the Ordinary Shares subject to the disenfranchisement, the shareholder would not be permitted to attend or to speak at any general meeting of the Company or to vote at any general meeting of the Company. For the Ordinary Shares that are not disenfranchised, the shareholder can speak and vote and attend general meetings as normal.
No, Wizz Air has one listed class of shares, the Ordinary Shares.
If the percentage ownership of EEA nationals increases over time, the number of disenfranchised shares required will decrease, and vice versa.
Non-Qualifying Nationals will still have meaningful influence at General Meetings including on matters of governance. To put in context, today a Non-Qualifying National holding 1% of the Ordinary Shares would be able to vote around 0.59% of the Ordinary Shares not subject to disenfranchisement.
The Company has not set under the Articles a “Permitted Maximum” of Ordinary Shares which Non-Qualifying Nationals may hold.
The disenfranchisement plan will remain in place until no longer required to ensure continued compliance with EU law on airline ownership and control.
Holders of Ordinary Shares who are subject to disenfranchisement can make representations to the Company (email: investor.relations@wizzair.com) as to why their Ordinary Shares should not be subject to such restrictions.