UPDATE ON RESTRICTED SHARE NOTICE

Wizz Air Holdings Plc

UPDATE ON RESTRICTED SHARE NOTICE

Ticker:  WIZZ

Geneva, 3 February 2020: On 17 April 2018 Wizz Air Holdings Plc (the "Company") announced that the ownership of the Company's ordinary shares of £0.0001 each ("Ordinary Shares") by Non-Qualifying Nationals was 49 per cent., which is the maximum permitted level of Ordinary Share ownership by Non-Qualifying Nationals set by the Company's Board of Directors (the "Permitted Maximum"). Accordingly, pursuant to the Company's articles of association (the "Articles"), the Company's Board of Directors (the "Board") resolved to put in place a number of actions in relation to "Restricted Shares", which are outlined below, and which remain in place.  

The Company notes the recent announcement by Indigo Partners LLC of its intention to sell, through Indigo Hungary LP and Indigo Maple Hill, L.P. (the "Indigo Shareholders") up to £500 million worth of Ordinary Shares in the Company (the "Placing").  The Company further notes that the Indigo Shareholders are Non-Qualifying Nationals and therefore the Placing will, at a minimum, maintain the Company's current level of Non-Qualifying National ownership (but more likely increase Qualifying National ownership, subject to allocations under the Placing).  The Company will therefore review the Placing, if it proceeds, and reserves the right not to treat any Ordinary Shares purchased in the Placing by Non-Qualifying Nationals as "Restricted Shares" and not to issue restricted share notices to such Non-Qualifying Nationals. In addition, following the closing of the Placing, if it proceeds, the Board will revisit in the coming days whether to maintain the restrictions put in place on 17 April 2018 or release them.

17 April 2018 Actions:

Pursuant to the Company's Articles, the Company's Board of Directors resolved to take the following actions:

1.    To treat as "Restricted Shares" those Ordinary Shares in respect of which no declaration as to whether or not a Non-Qualifying National has a direct or indirect interest in such Ordinary Shares has been made and where the Company has issued notices in accordance with the Articles requesting details of those persons having an interest in the relevant Ordinary Shares and/or evidence that no Non-Qualifying National has a direct or indirect interest in such Ordinary Shares, and the requested information is not provided within 14 days of such request having been made, and to issue restricted share notices in respect of such Ordinary Shares. 

2.    That any purchase of Ordinary Shares by a Non-Qualifying National after 11:59 p.m. (BST) on 17 April 2018 will immediately result in such Ordinary Shares being treated as "Restricted Shares" and the issue of a restricted share notice to such Non-Qualifying National purchaser. 

Such restricted share notices will specify that (i) the registered holder of such Ordinary Shares shall not be entitled, in respect of such Ordinary Shares, to attend or to speak at any general meeting of the Company or any meeting of the holders of any class of Ordinary Shares or to vote at any such meeting and (ii) the persons on whom the restricted share notices are served are required to dispose of such Ordinary Shares to a Qualifying National within twenty one days of receipt of the restricted share notice.  In the event that the relevant Ordinary Shares are not sold to a Qualifying National within the time period specified in a restricted share notice, the Company can take legal action to compel a sale. 

The definitions of Qualifying National and Non-Qualifying National are repeated below:

-   a "Qualifying National" includes: (i) EEA nationals, (ii) nationals of Switzerland and (iii) in respect of any undertaking, an undertaking which satisfies the conditions as to nationality of ownership and control of undertakings granted an operating licence contained in Article 4(f) of the EU Air Services Regulation, as such conditions may be amended, varied, supplemented or replaced from time to time, or as provided for in any agreement between the EU and any third country (whether or not such undertaking is itself granted an operating licence); and

-   a "Non-Qualifying National" includes any person who is not a Qualifying National in accordance with the definition above.

ABOUT WIZZ AIR

Wizz Air, the largest low-cost airline in Central and Eastern Europe, offers more than 710 routes from 25 bases, connecting 154 destinations across 45 countries. A team of more than 5,000 aviation professionals delivers superior service and very low fares making Wizz Air the preferred choice of 40 million passengers in the past 12 months. WIZZ operates an all-Airbus fleet of 120 aircraft. Its A320s are equipped with 180 seats, its A321s with 230 seats and its A321neo aircraft with 239 seats. According to the latest data of the Swiss airline intelligence provider CH-Aviation, Wizz Air has one of the youngest airline fleets in the world. Wizz Air is listed on the London Stock Exchange under the ticker WIZZ and is included in the FTSE 250 and FTSE All-Share Indices. Wizz Air is registered under the International Air Transport Association (IATA), Operational Safety Audit (IOSA), the global benchmark in airline safety recognition. The company was recently named one of the world's top ten safest airlines by airlineratings.com, the world's only safety and product rating agency, and 2019 - Airline of the Year by Air Transport Awards the only international awards that recognizes the year's most outstanding performers in the aerospace industry in the most important categories.

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