Wizz Air Holdings Plc

Wizz Air VCP and Omnibus Plan awards amendment

Geneva, 27 October 2023 - Wizz Air Holdings Plc ("Wizz Air" or the "Company"), the fastest-growing European airline, announces the amendment of the vesting date for the awards granted to date under Value Creation Plan ("VCP") and the Omnibus Share Plan ("Omnibus Plan") to a number of persons discharging management responsibilities ("PDMRs").

VCP

On 2 August 2023, following approval by the Company's remuneration committee and shareholders, Wizz Air amended the vesting date of the VCP award granted on 6 August 2021 ("VCP Award") from 40% vesting on 6 August 2026, 20% on 6 August in each of 2027, 2028 and 2029 to 40% vesting on 6 August 2028, 20% on 6 August in each of 2029, 2030 and 2031. The number of ordinary shares originally granted on 6 August 2021 remains unchanged: 837,943 ordinary shares in the capital of Wizz Air of £0.0001 par value (identification code JE00BN574F90).

The following PDMR was affected by the amendment of the VCP Award:

In relation to VCP Award, the award will be subject to the following performance conditions:

a)   90% of the VCP Award will vest subject to the Company's share price reaching £119.34 (the "Share Price Target") at the end of the Performance Period[1]. The threshold for the VCP Award to vest is a Company share price of £77.24, under which 0% of the VCP Award vests with straight line vesting in between these two points. If prior to the end of the Performance Period, the Share Price Target is met or exceeded over any two consecutive quarters, based on the VWAP over that period, then, subject to the VCP rules, 90% of the VCP Award will vest in full on the normal vesting date. 

b)  10% of the VCP Award is linked to environmental, social and governance ("ESG") criteria and will vest at end of the ESG Performance Period[2] based on achievement of ESG targets, (5% based on CO2 emissions reduction goals; and 5% based on gender diversity target). ESG criteria are independent of share price growth criteria.

If exercised, then the underlying shares of the vested options will be issued at nil cost to the option holders. No amounts have been paid by the relevant PDMRs for the grant of these options.

SLGP

On 21 September 2023, following approval by the Company's remuneration committee, Wizz Air amended the vesting date of Senior Leadership Growth Plan awards under the Omnibus Plan ("SLGP Awards"):

·    granted on 6 August 2021 from 40% vesting on 6 August 2026, 20% on 6 August in each of 2027, 2028 and 2029 to 40% vesting on 6 August 2028, 20% on 6 August in each of 2029, 2030 and 2031.

·    granted on 14 November 2022 from 40% vesting on 30 September 2027, 20% on 30 September in each of 2028, 2029 and 2030 to 40% vesting on 6 August 2028, 20% on 6 August in each of 2029, 2030 and 2031.

The Company amended the SLGP Awards so that the terms set out in the Omnibus Plan rules as amended by Shareholders now apply to the SLGP Awards. The number of ordinary shares originally granted on 6 August 2021 remains unchanged: 356,386 ordinary shares in the capital of Wizz Air of £0.0001 par value (identification code JE00BN574F90). The number of ordinary shares originally granted on 14 November 2022 remains unchanged: 28,510 ordinary shares in the capital of Wizz Air of £0.0001 par value (identification code JE00BN574F90).

The following PDMRs were affected by the amendment of the SLGP Awards:

The SLGP Awards, which are one-off awards, will be subject to the following performance conditions:

100% of an SLGP Award will vest if the Company's share price is £119.34 (the "Share Price Target") at the end of the Performance Period[3]. The threshold for an SLGP Award to vest is a Company share price of £77.24, under which 0% of the SLGP Award vests with straight line vesting in between these two points. If prior to the end of the Performance Period, the Share Price Target is met or exceeded over any two consecutive quarters, based on the VWAP over that period, then, subject to the Omnibus Plan rules, the award will vest in full on the normal vesting date. 

If exercised, then the underlying shares of the vested options will be issued at nil cost to the option holders. No amounts have been paid by the relevant PDMRs for the grant of these options.

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