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:
1. Could you summarize what actions the Company undertook in the context of Brexit with regards to ownership and control regulations?
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.
2. Can I continue to trade Ordinary Shares post disenfranchisement?
Yes, Ordinary Shares continue to be traded freely by both EEA and non-EEA investors.
3. Will you force Non-Qualifying Nationals to sell some or all of their shareholdings to Qualifying Nationals?
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.
4. How will you track the movement and ownership of voting rights?
We monitor the share register regularly, working closely with our Registrar and other advisers.
5. How are you administering the proportionate method and what are you using to make calculations?
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.
6. When will you inform shareholders of their voting rights?
Periodically, and certainly prior to any general meeting, we would inform affected shareholders of their voting rights. This will be administered through our Registrar.
7. What is the implication for a Non-Qualifying National if they have a proportion of their Ordinary Shares disenfranchised?
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.
8. Is Wizz Air creating a new class of shares with this disenfranchisement?
No, Wizz Air has one listed class of shares, the Ordinary Shares.
9. What happens to the voting rights when the Ordinary Shares are traded?
If the percentage ownership of EEA nationals increases over time, the number of disenfranchised shares required will decrease, and vice versa.
10. How is a Non-Qualifying National’s influence on General Meetings and governance affected by the disenfranchisement?
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 0.6% of the Ordinary Shares not subject to disenfranchisement.
11. Is there a minimum EEA holding the Company needs to maintain? And if this threshold is breached would it result in restriction on trading?
The Company has not set under the Articles a "Permitted Maximum" of Ordinary Shares which Non-Qualifying Nationals may hold.
12. For how long will the disenfranchisement plan remain in place?
The disenfranchisement plan will remain in place until no longer required to ensure continued compliance with EU law on airline ownership and control.
13. What can I do if I believe that my shares should not be subject to the restrictions?
Holders of Ordinary Shares who are subject to disenfranchisement can make representations to the Company (email: email@example.com) as to why their Ordinary Shares should not be subject to such restrictions.