Share Conversion Notice

SHARE CONVERSION NOTICE

Ticker:  WIZZ

Geneva, 2 June 2021: Wizz Air Holdings plc ("Wizz Air" or the "Company") has informed Indigo Hungary LP and Indigo Maple Hill, L.P. (together "Indigo") that the Company has elected to convert Indigo's entire holding of 17,377,203 convertible shares of £0.0001 each in the capital of the Company ("Convertible Shares") into ordinary shares of £0.0001 each in the capital of the Company ("Ordinary Shares"), on a one for one basis, in accordance with the Company's articles of association (the "Conversion").

Applications will be made for admission of the 17,377,203 Ordinary Shares resulting from the Conversion to the premium segment of the Official List of the Financial Conduct Authority and to trading on the main market of the London Stock Exchange.  A further announcement in this regard will be made in due course.

The effect of the Conversion will be to increase the number of Ordinary Shares in issue from 85,635,016 to 103,012,219. Each Ordinary Share carries one voting right per Ordinary Share, except that the Ordinary Shares held by Indigo are Affected Shares within the meaning of the Company's articles of association. Therefore, they may become subject to a Restricted Share Notice (as defined in the Company's article of association) in the same way as other Affected Shares.

Indigo has, for purposes of the Company's 2021 Annual General Meeting ("AGM"), provided an irrevocable undertaking not to vote in respect of more than 17.52 per cent. of the Ordinary Shares it holds at the time of the AGM, being the percentage of Ordinary Shares held by Indigo before the share placing of £400 million of its Ordinary Shares announced on 15 March 2021. It is anticipated that Indigo's Ordinary Share interest post-Conversion will be approximately 24 per cent. Accordingly, Indigo is undertaking not to vote at the AGM in respect of approximately 6.4 per cent. of the Ordinary Shares at that time.

Commenting on the conversion, József Váradi, Wizz Air Group Chief Executive Officer said:

"The Company's decision to elect to convert the remainder of Indigo's holding of Convertible Shares will over time increase liquidity in Wizz Air Ordinary Shares, for which there has consistently been significant demand.

Furthermore, the conversion will enable Indigo, who, by virtue of the Company's Articles, has been prevented from electing to convert any of its Convertible Shares since the end of the post-Brexit transition period, to gradually monetize its long term investment in the Company in a coordinated manner if and when Indigo elects to do so, consistent with past practice."

ABOUT WIZZ AIR

Wizz Air, the fastest growing European low-cost airline, operates a fleet of 140 Airbus A320 and A321 aircraft. A team of dedicated aviation professionals delivers superior service and very low fares, making Wizz Air the preferred choice of 10.2 million passengers in the financial year F21 ending 31 March 2021. Wizz Air is listed on the London Stock Exchange under the ticker WIZZ. 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 2020 Airline of the Year by ATW, the most coveted honour an airline or individual can receive, recognizing individuals and organizations that have distinguished themselves through outstanding performance, innovation, and superior service