213800COXGZCORLJZA85-2026-03-31-T01

Wizz Air Holdings Plc Annual Report and Accounts 20261

WIZZ AIR

AT A GLANCE

Wizz Air is the fastest growing ultra-low-cost carrier and one of the most sustainable European airlines,

operating a fleet of 262 Airbus A320 and A321-family aircraft, and connecting close to 200 destinations

across 45 countries, as at 31 March 2026 . A team of dedicated aviation professionals delivers a superior

service and very low fares, making Wizz Air the preferred choice for over 69.7 million passengers in the

fiscal year ended March 2026. Wizz Air is listed on the London Stock Exchange under the ticker WIZZ.

CONTENTS


Highlights and Company overview	2
Strategic report
Chairman’s statement	4
Chief Executive’s review	6
Financial review	9
Key statistics	18
Emerging and principal risks and uncertainties	19
Non-Financial and Sustainability Information Statement	28
Modern Slavery Act disclosure statement 2026	34
Governance
Chairman’s statement on corporate governance report	37
Management of the Company	47
Report of the Chairman of the Audit and Risk Committee	59
Report of the Chair of the Safety, Security and Operational Compliance Committee	65
Report of the Chairman of the Nomination and Governance Committee	68
Directors’ Remuneration Report	70
Directors’ Report	96
Company Information	102
Statement of Directors’ responsibilities in respect of the financial statements	103
Consolidated financial statements and notes
Consolidated statement of comprehensive income	105
Consolidated statement of financial position	106
Consolidated statement of changes in equity	107
Consolidated statement of cash flows	109
Notes forming part of the financial statements	110
Independent auditors’ report to the members of Wizz Air Holdings Plc	166
Additional information
Alternative performance measures (APMs)	175
Glossary of terms	178
Annual sustainability report F26	181

References to “Wizz Air”, “Wizz”, “the Company”, “the Group”, “we” or “our” in this report are references to Wizz Air Holdings Plc, or to

Wizz Air Holdings Plc and its subsidiaries, as applicable.

F26 in this document refers to the financial year ended 31 March 2026. Equivalent terms are used for previous/future financial years.

Wizz Air Holdings Plc Annual Report and Accounts 2026 2

HIGHLIGHTS AND

COMPANY OVERVIEW

€ 5.7B REVENUE

€139.7M OPERATING PROFIT

4.31 EURO CENTS RASK

€2.1 B TOTAL CASH ^1, ²

€1.3B EBITDA¹

€1.3 M NET INCOME

3.02 EURO CENTS EX-FUEL CASK

3.7 LEVERAGE RATIO¹

(117.7)

(120.0)

1. For definitions, refer to the Alternative performance measures (APMs) and Glossary of Terms sections on pages 175-180.

These measures incorporate certain non-financial information that management believes is useful when assessing the performance

of the Group.

2. Total cash comprises cash and cash equivalents (€1,085.9 million), current and non-current cash deposits (€952.8 million) as well

as current and non-current restricted cash (€87.7 million).

The Company has a policy of rounding each amount and percentage individually from the fully accurate number to the figure disclosed

in the information presented. As a result, some amounts and percentages do not total – though such differences are all small.

Wizz Air Holdings Plc Annual Report and Accounts 2026 3

GEOGRAPHIES

We offer tickets for 1016 routes across

Europe and the Middle East

Number of routes operated, as at 31 March 2026*:


From Central and Eastern Europe (CEE) countries
Romania	207
Poland	200
Hungary	77
Bulgaria	55
Albania	51
North Macedonia	37
Serbia	27
Moldova	27
Slovakia	22
Georgia	20
Lithuania	19
Bosnia and Herzegovina	15
Montenegro	14
Armenia	11
From other European countries
Italy	148
United Kingdom	66
Cyprus	14
From other countries
Israel	3
Other (various)	3

* Showing routes that are based in/originated from the respective countries.

Wizz Air Holdings Plc Annual Report and Accounts 2026 4

STRATEGIC REPORT

CHAIRMAN’S STATEMENT

Dear fellow shareholders, colleagues, customers and partners,

Travel demand remained resilient throughout F26, demonstrating the aviation sector’s underlying strength

and Wizz Air’s enduring appeal and growing capacity. However, we were not immune to another year

marked by disruption and uncertainty for our industry.

The operating environment remains as complex as ever. Supply-chain constraints have persisted, while cost

inflation and geopolitical developments have continued to drive volatility, more recently with respect to jet

fuel pricing and availability. These factors, combined with ongoing pressures within the aviation sector more

broadly, have required continued adaptability from all industry participants.

As in the previous year, the Pratt & Whitney Geared Turbofan (GTF) engine issue was a defining challenge

for the Company in F26, although we saw improving trends with fewer aircraft grounded on average this

year and slightly better turnaround times on our engines. With that said, fleet groundings have continued to

affect capacity, utilisation and cost performance, creating structural headwinds largely beyond

management’s direct control.

It is important to recognise that many of the pressures we have faced are not a reflection of the underlying

strength of the business. Rather, they have showcased its resilience and as fleet availability improves over

time, plus geopolitical developments subside, we expect this strength to come to the fore.

Against this backdrop, Wizz Air responded decisively during the year, reshaping our strategy to maximise

our profitability in a sustainable way as we expand our fleet. Strategic decisions include the continued

realignment of the network towards core Central and Eastern European (CEE) markets, the exit from

operations that don’t align with this, and the optimisation of the aircraft delivery schedule with Airbus. These

decisions ensure that capacity is deployed where it can generate sustainable returns, take and maintain

market share, and that our expansion is aligned with operational realities.

The Board is closely engaged in overseeing these decisions, providing support and challenge as management

has adapted the business. While growth expectations have been moderated in the near and mid-term, the

opportunity in front of us and the long-term strategic direction of the Company remain unchanged.

Despite the challenges faced, passenger numbers increased, operational performance improved, and the

Company maintained a strong liquidity position.

We also made progress in strengthening the operational foundations of the business. Investments in

reliability, systems and processes have delivered improvements in completion rates, punctuality and

customer satisfaction. These are important indicators of the quality and sustainability of the operation.

The Board remains focused on ensuring that the Company maintains financial discipline. Liquidity has been

preserved, providing flexibility to manage ongoing uncertainty while continuing to invest in strategic

priorities, including fleet renewal and operational resilience.

In December 2025, we announced the creation of a new Board Committee, the Financial Performance

Committee, which provides more focused oversight of financial planning, financing and performance metrics

as the Company continues to grow while financial planning and capital management become increasingly

complex. This structural change to our governance has enhanced the Board’s ability to provide strategic

guidance and oversight in areas critical to the Company’s financial resilience and long-term value creation.

Employees

Colleagues, on behalf of the Board, I would like to express our sincere appreciation for your continued

dedication and professionalism, particularly in the face of elevated uncertainty. The past year has required

resilience and adaptability across all areas of the business, and your efforts have been instrumental in

maintaining operations and supporting our customers. Your commitment under challenging circumstances

has not gone unnoticed and is fundamental to the Company’s success.

Customers

Our customers remain at the heart of everything we do, as reflected in the continued execution of our

internal transformation programme, “Customer First”. We continue to focus on delivering low fares alongside

improving reliability, service quality and communication. Strengthening the customer experience remains a

key priority for the business.

Wizz Air Holdings Plc Annual Report and Accounts 2026 5

STRATEGIC REPORT

Environment

Sustainability is still one of Wizz Air’s core strengths. We remain one of the most emissions-efficient airlines

globally, supported by a young and fuel-efficient fleet. I am pleased to report that during the year we made

further progress in reducing CO₂ emissions per revenue passenger kilometre.

While GTF-related disruptions have affected the pace of fleet renewal, our long-term trajectory remains

unchanged. The continued transition towards A321neo aircraft underpins our commitment to reducing Wizz

Air’s environmental impact. We remain fully compliant with sustainable aviation fuel requirements and

continue to support broader industry efforts towards decarbonisation through our ‘Flying Towards Net Zero’

initiative.

Communities

Wizz Air plays an important role in connecting communities and supporting economic activity across Europe

and beyond. We remain committed to engaging constructively with governments, regulators and local

stakeholders, and to contributing positively to the communities we serve.

The Board continues to oversee these efforts through its governance framework, including the Sustainability

and Culture Committee, ensuring that the Company’s growth is aligned with its broader responsibilities.

Looking ahead

Looking forward, the complex operating environment is expected to persist. Our recovery from GTF-related

disruptions is progressing, but will take time, and external factors such as cost inflation and geopolitical

uncertainty will continue to require careful management.

However, the Board retains its confidence in Wizz Air’s long-term prospects. We benefit from a highly

efficient operating model, an increasingly strong market position in CEE, a modern fleet and a substantial

order book that support future growth.

As fleet availability improves and the strategic actions taken during the year take full effect, the business is

well positioned to deliver enhanced performance. The challenges faced in recent years have reinforced the

resilience of the model and strengthened the Company’s ability to compete effectively in a demanding

industry.

On behalf of the Board, I would like to thank all our stakeholders for their continued support.

William A. Franke

Chairman of the Board of Directors

11 June 2026

Wizz Air Holdings Plc Annual Report and Accounts 2026 6

STRATEGIC REPORT

CHIEF EXECUTIVE’S REVIEW

F26 has been a year of relentless focus on our strategy and aim to be the reliable travel partner of choice

across Central and Eastern Europe, and key markets across the whole European continent.

We have continued to grow and serve an increasing number of customers. Equally, the defining feature of

the year was the set of strategic decisions we made to position the business for long-term resilience and

competitiveness. This has proven to be the right direction – working well in a balanced environment as well

as at times of volatility, which the industry experienced towards the end of the financial year due to the

Middle East crisis.

Sustained demand across our network

Throughout a sustained period of global volatility, demand for our services remained strong this year. We

carried 69.7 million passengers, up 10 per cent year on year, reflecting sustained demand for low-fare travel

across our network. In January 2026, we celebrated a significant milestone, having flown 500 million

passengers since the start of Wizz Air’s operations.

Operational performance has been an area of clear progress. Throughout the year, we placed significant

emphasis on restoring reliability in on-time performance and improving the customer experience. As a

result, we have seen meaningful improvements in completion rates, departure punctuality and overall

customer satisfaction. These gains are the outcome of sustained investment in our systems, processes and

people, and they provide us with a stronger foundation for future growth.

Customer behaviour continues to evolve, with consumers more informed and selective, which places greater

emphasis on delivering value and flexibility. The Wizz Air model is well suited to this environment. Unit

revenues have been broadly stable, with some pressure in certain periods, but overall, the underlying

demand environment has proven resilient.

Reshaping our strategy

At the start of the year, we set out a clear strategic direction: to focus our operations on markets where we

can achieve meaningful scale in more cost-efficient, operationally stable environments.

We exited our Abu Dhabi joint venture, initiated the closure of our Vienna base, and accelerated the

reallocation of capacity towards Central and Eastern Europe (CEE) and other core markets where we see

stronger structural advantages. Additional aircraft were allocated to Skopje, Sofia, Varna, Warsaw, Katowice,

Wroclaw, Gdansk, Tirana, Budapest, Bucharest and Chisinau. The non-CEE bases in London, Rome, Milan,

Venice, Naples and Catania were also adding aircraft as we record growing yield performance in these

markets.

These decisions allow us to concentrate management time, capital and capacity on parts of the network

where the business performs best and where we see the strongest long-term opportunity to gain and

maintain market share.

We opened a number of lower-cost bases, including in Bucharest (Baneasa), Bratislava, Podgorica, Suceava,

Targu Mures, Tuzla, Warsaw Modlin and Yerevan, strengthening our footprint where we believe we can

deliver superior returns over time. Our CEE market share reached 25.3 per cent in the year, maintaining

our position as the largest CEE operator by seats. More recently we announced the opening of the new

Palermo and Turin bases in Italy.

We continue to monitor the geopolitical situation carefully, to be able to restore our network when the

security situation permits. We have plans in place to resume operations in Ukraine within weeks of any

ceasefire and opening of the airspace. We also remain committed to Israel, and are keen to develop the

market further to meet the growing demand for Wizz Air’s routes.

Wizz Air Holdings Plc Annual Report and Accounts 2026 7

STRATEGIC REPORT

Wizz market shares by country and region


Market	Market share	Low-cost segment share	Low-cost market position
Albania	54%	63%	1
Armenia	32%	63%	1
Bosnia and Herzegovina	19%	30%	2
Bulgaria	27%	42%	2
Cyprus	13%	24%	2
Georgia	22%	48%	1
Hungary	37%	51%	1
Israel	8%	42%	1
Italy	9%	15%	2
Lithuania	15%	26%	2
N. Macedonia	58%	82%	1
Moldova	31%	39%	1
Montenegro	14%	32%	1
Poland	25%	40%	2
Romania	49%	71%	1
Serbia	22%	77%	1
Slovakia	24%	33%	2
United Kingdom	4%	7%	4
CEE	25%	44%	1

Recalibrating our path to growth

This repositioning has been accompanied by a recalibration of our growth profile. While our long-term

ambition for Wizz Air remains unchanged, we have recognised that the current operating environment

requires a more measured approach. As a result, we have moderated our expected capacity growth to a

more sustainable level of around 10-12 per cent per annum over the medium term.

These decisions are closely aligned with changes to our fleet plan.

In November we reached an agreement with Airbus to adjust our delivery schedule through to the next

decade, including the deferment of a significant number of aircraft and the rebalancing of our order book

towards the A321neo after we converted the majority of our original A321XLR order to neos. This gives us

greater flexibility to match capacity growth with demand, while maintaining the benefits of scale and

efficiency that comes with our large and modern fleet. We have continued to increase the share of A321neo

aircraft in our fleet, reinforcing our position as one of the most efficient and lowest-emission airlines globally.

Wizz Air’s fleet has now surpassed 260 aircraft, with almost 75 per cent of these flying on neo technology.

The fleet is scheduled to be all-neo by calendar 2029.

GTF engine update

The Pratt & Whitney GTF engine issue continues to have an impact on our operation, although with

diminishing effects, as the return of engines into operation progresses. As previously communicated, we

expect this issue to persist in the current F27 fiscal year, with a full recovery in fleet availability expected by

the end of calendar year 2027, when we should not have any more engines undergoing powder metal

inspections.

However, I am pleased to report that there has been steady progress during the year, with the number of

grounded aircraft due to GTF engine-related inspections declining from 38 at the end of June 2025 to 30 at

the end of the financial year. We have continued to work closely with Pratt & Whitney to mitigate the impact

through additional engine access, operational adjustments and compensation arrangements. We expect

further gradual improvements with the size of the grounded fleet reaching roughly 15-20 aircraft by the end

of F27.

Resilient financial performance

Financially, the Group has demonstrated resilience. In the first half of the fiscal year, we achieved a

meaningful increase in EBITDA and operating profit, supported by stable revenues and improved cost

dynamics compared to the previous year. In the second half of the year, financial performance was affected

by seasonality to which we responded with more focused capacity deployment. We managed to deliver a

positive net income performance for the year despite expecting revenue and fuel cost pressures in March

from the outbreak of the conflict in the Gulf region.

Across the year, we maintained a solid financial position, supported by strong liquidity and disciplined capital

management. We increased our cash position compared to the previous year-end, and managed our debt

profile proactively, repaying our €500 million bond in January 2026.

Wizz Air Holdings Plc Annual Report and Accounts 2026 8

Further reduction in CO₂ emissions

Beyond our financial performance, we continued to make progress in areas that are critical to our long-term

sustainability. We remain the most emissions-efficient airline in our peer group, and we have further

reduced our CO₂ emissions per passenger kilometre. At the year-end, this stood at 50.6 grams per

passenger kilometre.

People

We have also continued to invest in our people, strengthening engagement, development and alignment

across the organisation. We continued gathering information and insights from all colleagues through

employee engagement feedback, incorporating ideas and actions into day-to-day life across the Company.

The team of talented and dedicated members on the People Council continued to engage in a wide range of

topics related to our employees across all countries where we operate.

In November 2025, we announced changes to our Senior Leadership Team, effective from 1 February 2026.

Ian Malin became Chief Commercial Officer after three years as CFO, and now leads the Group’s commercial

functions and revenue generation, applying his strong strategic and sector expertise to this new role. At the

same time, Veronika Špaňárová joined as CFO from Citi, following a 30-year international banking career

and prior experience supporting Wizz Air, bringing a fresh perspective to the business.

Outlook

The actions taken during F26 have further strengthened our resilience and the foundations of our business.

With a clear strategy, a highly efficient operating model, a young fleet and financial resilience we are well

positioned to deliver sustainable growth and create value over the long term.

The broader external environment remains complex. Geopolitical developments, including the outbreak of

war in the Gulf region, have required rapid operational adjustments. However, to date, these impacts have

been manageable, affecting only a limited portion of our capacity, and we have been able to reallocate

resources quickly to mitigate disruption. This reflects Wizz Air’s more resilient and adaptable operating

model than in previous years.

As we move into the next financial year, our priorities are clear. We will continue to focus on our core

markets, restore full fleet utilisation as engine availability improves, maintain discipline in capacity growth

and cost control, and further enhance the reliability and quality of our operations. In F27, we will continue to

invest in our fleet, our people and our commercial capabilities to support the long-term growth of Wizz Air.

József Váradi

Chief Executive Officer

11 June 2026

Wizz Air Holdings Plc Annual Report and Accounts 2026 9

STRATEGIC REPORT

FINANCIAL REVIEW

Wizz Air reported a net profit of €1.3 million (F25: net profit of €213.9 million), with EBITDA improving to

€1,318.3 million from €1,134.3 million in F25, showing the overall resilience of the business despite a

number of significant one-off headwinds in F26 that included the forced cancellation of Tel Aviv and other

Middle East routes during the 2025 peak summer period as well as the cancellation of Middle East and

Cyprus routes in March 2026. Whilst the Iran conflict in March 2026 had the risk of negatively impacting

earnings by an estimated €50m, this was largely mitigated by fuel hedges put in place prior to the conflict.

Total revenue increased by 8.0 per cent to €5,691.4 million (F25: €5,267.6 million) with seat capacity up by

10.5 per cent to 76.9 million seats and passengers reaching a record number of 69.7 million

(F25: 63.4 million). Total fuel expenses decreased by 1.9 per cent to €1,764.0 million

(F25: €1,797.6 million). Total operating expenses increased by 8.9 per cent to €5,551.7 million

(F25: €5,100.1 million), resulting in a lower operating profit of €139.7 million (F25: €167.5 million) and an

operating margin of 2.5 per cent (F25: 3.2 per cent). Net financing expense decreased to €112.7 million

(F25: €147.8 million). Profit before income tax was €27.0 million (F25: €19.7 million), while the tax expense

was €25.7 million (F25: tax credit €194.2 million) resulting in a net profit of €1.3 million (F25: profit after

tax of €213.9 million).

Passenger ticket revenue increased by 8.4 per cent to €3,161.4 million (F25: €2,917.0 million) and ancillary

revenue grew by 7.6 per cent to €2,530.0 million (F25: €2,350.6 million). The load factor declined by 0.5

percentage points to 90.7 per cent (F25: 91.2 per cent) due largely to the aftermath of the war with Iran.

Ancillary revenue was partly impacted by the closure of the Abu Dhabi base in September 2025 and the

reduction of flight volumes to the Middle East, as those longer flights generated higher than average

ancillary revenues per pax. At the same time, the Company saw higher demand year-on-year for its

reserved seating product and new ancillary initiatives like ‘All You Can Fly’.

While total fuel expenses decreased year-on-year, spending on Carbon Emission schemes such as EU and

UK ETS and CORSIA increased by 27.2 per cent to €273.3 million (F25: €214.8 million) and the Company

spent €56.5 million on SAF (sustainable aviation fuel) uplift in the first year of the EU mandate. Fuel

consumption per block hour, however, was reduced by 1.5 per cent to 2.2 metric tonnes, showing improved

fuel efficiency due to a greater share of the flying fleet comprising NEO aircraft.

Other major cost lines increased broadly in tandem with capacity growth and inflation. Certain unit costs

remained stable as the powder metal affected grounded fleet was systematically released back to service.

Airport, handling and en-route costs were higher, increasing by 13.0 per cent to €1,527.6 million (F25:

€1,351.8 million) due to rising Eurocontrol sector fees introduced at the start of 2025 and a larger volume of

flights. Crew costs were 16.1 per cent higher at €655.9 million (F25: €564.9 million) due to a greater

number of operated flights as well as salary and cost-of-living adjustments. Depreciation and amortisation

rose 21.9 per cent to €1,178.6 million (F25: €966.8 million), while maintenance, materials and repairs

increased to €462.8 million (F25: €330.4 million), up 40.1 per cent, as we maintained more aircraft and

spare engines during the year. Flight disruption costs fell to €136.7 million (F25: €166.5 million) owing to

the significantly improved operational stability and performance.

Income tax charged increased to €25.7 million (F25: €194.2 million credit) as F25 included a one-off credit

arising on the recognition of deferred tax assets that started to unwind as new aircraft are delivered.

Our fuel and FX rates during F26 were as follows:


	F26	F25	Change
Average jet fuel price ($/metric tonne, including SAF, into-plane premium and impact of effective hedges)	890	919	(3.2)%
Average EUR/USD rate (including impact of effective hedges)	1.13	1.08	4.6%
Year-end EUR/USD rate	1.15	1.08	6.1%

Wizz Air Holdings Plc Annual Report and Accounts 2026 10

STRATEGIC REPORT

Financial overview

Summary consolidated statement of comprehensive income


€ million	F26	F25	Change
Total revenue	5,691.4	5,267.6	8.0%
Fuel costs	(1,764.0)	(1,797.6)	(1.9)%
Operating expenses less other income and excluding fuel costs	(3,787.7)	(3,302.5)	14.7%
Total operating expenses	(5,551.7)	(5,100.1)	8.9%
Operating profit	139.7	167.5	(16.6)%
Operating margin	2.5%	3.2%	(0.7)ppt
Net financing expense	(112.7)	(147.8)	(23.7)%
Profit before income tax	27.0	19.7	37.1%
Income tax (expense)/ credit	(25.7)	194.2	n.m.
Profit for the year	1.3	213.9	(99.4)%

*n.m.: not meaningful, as the variance is more than (-)100 per cent.

Earnings per share


Earnings per share, € (Note 12 )	F26	F25	Change
Basic earnings per share, €	0.02	2.18	(2.16)
Diluted earnings per share, €	0.03	1.78	(1.75)

Financial performance

Revenue

The following table sets out an overview of revenue streams for F26 and F25 and the percentage change in

those items:


	F26		F25
	Total (€ million)	Percentage of total revenue	Total (€ million)	Percentage of total revenue	Percentage change

Passenger ticket revenue¹	3,161.4	55.5%	2,917.0	55.4%	8.4%
Ancillary revenue¹	2,530.0	44.5%	2,350.6	44.6%	7.6%
Total revenue	5,691.4	100.0%	5,267.6	100.0%	8.0%

^1.For further definitions of non-financial measures presented, please refer to the Glossary of terms and Alternative performance

measures (APMs) sections of this document.

Total revenue increased by 8.0 per cent to €5,691.4 million in F26 from €5,267.6 million in F25, driven

mainly by the capacity increase year on year. Passenger ticket revenue increased by 8.4 per cent to

€3,161.4 million in F26 from €2,917.0 million in F25, and ancillary revenue increased by 7.6 per cent to

€2,530.0 million in F26 from €2,350.6 million in F25. RASK (Revenue per Available Seat Kilometre)

decreased by 0.4 per cent to 4.31 euro cents in F26 from 4.33 euro cents in F25. Ticket RASK decreased

by 0.1 per cent to 2.39 euro cents in F26 from 2.40 euro cents in F25, while Ancillary RASK decreased by

0.8 per cent to 1.92 euro cents from 1.93 euro cents in F25. The decrease in RASK was primarily driven by

structural network changes, closure of the Abu Dhabi operation and adverse geopolitical developments.

These included the ongoing effects of the Gaza conflict, which led to the partial cancellation of flights to and

from Tel Aviv, and the start of the Iran war in late February 2026.

Operating expenses

Total operating expenses increased by 8.9 per cent to €5,551.7 million in F26 from €5,100.1 million in F25.

Total CASK (Cost per Available Seat Kilometre) increased to 4.35 euro cents in F26 from 4.33 euro cents in

F25, out of which the ex-fuel CASK increase is 0.16 euro cents, up to 3.02 euro cents in F26 from 2.85 euro

cents in F25. F26 CASK was impacted by general price inflation in airport and navigation charges, alongside

higher maintenance costs and increased employee remuneration (across crew and office), and lower

compensation received from Pratt & Whitney mainly driven by reduced Aircraft-on-Ground exposure and unit

rates compared to the previous fiscal year. These cost increases were partially offset by improved

operational punctuality, resulting in fewer flight disruptions and lower passenger compensation expenses, as

well as enhanced fuel efficiency combined with favourable foreign exchange movements on fuel prices. A

further positive impact was seen from the increased number of sale‑and‑leaseback transactions, the

discontinuation of structural wet‑lease operations and the closure of the Abu Dhabi business unit and the

Vienna base.

Wizz Air Holdings Plc Annual Report and Accounts 2026 11

STRATEGIC REPORT

For F26 and F25 the following table sets out the expenses relevant for the CASK measures and the

percentage changes in those expenses:


	F26			F25
	Total (€ million)	Percentage of total operating expenses	Unit cost (€cts/ASK)	Total (€ million)	Percentage of total operating expenses	Unit cost (€cts/ ASK)	Percentage change of total cost
Staff costs	655.9	11.8%	0.50	564.9	11.1%	0.46	16.1%
Fuel costs	1,764.0	31.8%	1.34	1,797.6	35.2%	1.48	(1.9)%
Distribution and marketing	133.4	2.4%	0.10	117.8	2.3%	0.10	13.2%
Maintenance, materials and repairs	462.8	8.3%	0.35	330.4	6.5%	0.27	40.1%
Airport, handling and en- route charges	1,527.6	27.5%	1.16	1,351.8	26.5%	1.11	13.0%
Depreciation and amortisation	1,178.6	21.2%	0.89	966.8	19.0%	0.79	21.9%
Other expenses	371.2	6.7%	0.28	466.6	9.1%	0.38	(20.4%)
Other income	(541.8)	(9.8%)	(0.41)	(495.8)	(9.7%)	(0.41)	9.3%
Total operating expenses	5,551.7	100.0%	4.20	5,100.1	100.0%	4.19	8.9%
Net cost from financial income and expense*	194.2		0.15	167.4		0.14	16.0%
Total	5,745.9		4.35	5,267.5		4.33	9.1%
Total ex-fuel cost	3,981.9	71.7%	3.02	3,469.9	68.0%	2.85	14.8%

* Excluding net loss on derivative financial instruments and net foreign exchange gains.

Staff costs were €655.9 million in F26 , up by 16.1 per cent from €564.9 million in F25, reflecting a 12.0 per

cent increase in staff numbers and cost-of-living adjustments to salaries year on year, which was partially

offset by savings after the closure of the Abu Dhabi operation.

Fuel expenditures decreased by 1.9 per cent to €1,764.0 million in F26 from €1,797.6 million in F25, and

fuel CASK decreased by 9.6 per cent to 1.34 euro cents in F26 from 1.48 euro cents in F25. The average fuel

price, including sustainable aviation fuel, hedging impact and into-plane premium, decreased by 3.2 per cent

to $890 per metric tonne in F26 from $919 per metric tonne in F25. Beyond the impact of fuel price

fluctuations, fuel consumption measured in metric tonnes per block hours decreased by 1.5 per cent on a

year-on-year basis. This reduction is due to the higher proportion of fuel-efficient NEO aircraft within the

fleet, and a reduced number of fuel inefficient wet-leased flights. Collectively, these factors contributed to

the overall improvement in fuel efficiency and cost management during the period under review.

Distribution and marketing costs increased by 13.2 per cent to €133.4 million in F26 from € 117.8 million in

F25. Distribution costs increased broadly in line with revenue growth during the period, which includes the

establishment of a new call centre in Egypt to increase overall call-handling capacity. Marketing expenses

also rose, driven by targeted campaigns in Spain and Italy, as well as the commencement of a sponsorship

agreement with AS Roma football club.

Maintenance, materials and repair costs increased by 40.1 per cent to €462.8 million in F26 from

€330.4 million in F25, primarily due to significant one‑off cost savings recorded in F25. In addition, higher

operational volumes – reflected in increases in fleet size (+8.8 per cent), flight hours (+6.1 per cent) and

flight cycles (+7.4 per cent) – contributed to cost growth. The cost increase was further driven by higher

redelivery costs and a rise in base maintenance intensity associated with the phase‑out of the CEO fleet, as

well as continued fleet growth and the presence of older aircraft in the fleet. These effects were partly

mitigated by lower use of short‑term leased engines.

Airport, handling and en-route charges increased by 13.0 per cent to € 1,527.6 million in F26 from

€1,351.8 million in F25, reflecting the rise in passenger numbers (+10 per cent), departing flights (+7.4 per

cent), and the general increase in navigation unit rates.

Depreciation and amortisation charges increased by 21.9 per cent to €1,178.6 million in F26, up from

€966.8 million in F25. The increase reflects a higher number of CEO aircraft redeliveries compared to F25,

resulting in higher end‑of‑lease maintenance asset depreciation on engines and fleet growth following NEO

and XLR deliveries with higher asset values. Additional drivers include the increased depreciation associated

with GTF engine maintenance assets due to the short time between shop visits.

Wizz Air Holdings Plc Annual Report and Accounts 2026 12

STRATEGIC REPORT

Other expenses amounted to €371.2 million in F26, compared to €466.6 million in F25. Among the key

drivers, flight disruption cost, including compensation paid to customers, was € 136.7 million in F26, down

from €166.5 million in F25 due to significantly improved operational punctuality, wet lease expenses

decreased to €17.9 million in F26 from €113.0 million in F25 reflecting the termination of the structural wet

lease operations, non-direct administrative costs increased to €102.7 million in F26 from €97.2 million in

F25, while crew-related expenses increased to €77.4 million in F26 from €61.3 million in F25, driven by the

impact of general cost inflation.

Other income amounted to €541.8 million in F26, up from €495.8 million in F25. The increase was primarily

driven by higher gains from sale and leaseback transactions, which reached €255.9 million in F26 compared

to €121.3 million in F25. This growth reflects a rise in aircraft sale and leaseback financing (33 transactions

in F26 versus 16 in F25) as well as spare engine sale and leaseback transactions (18 in F26 versus 10 in

F25). These effects were partially offset by lower credits and compensation received from suppliers, which

amounted to €265.7 million in F26, compared to €353.6 million in F25.

Net financing income and expense

The following table sets out an overview of net financing expense for F26 and F25 and the percentage

change in those items:


€ million	F26	F25	Change
Net financial expense	(194.2)	(167.4)	16.0%
Net loss on derivative financial instruments	(20.6)	(6.4)	221.9%
Net foreign exchange gains	102.1	26.0	292.7%
Net financing expense	(112.7)	(147.8)	(23.7)%

Net financing expense decreased by 23.7 per cent to €112.7 million in F26 from €147.8 million in F25, of

which:

▶ Financial income posted a decrease of 10.4 per cent due to relatively lower deposit interest rates

observed in F26.

▶ Financial expenses increased by 7.3 per cent, where the rise in interest expense associated with lease

liabilities under IFRS 16 due to the expansion of the fleet was partly mitigated by ceasing PDP financing

present in F25, achieving a reduction in the REPO interest rate, and the repayment of €500m of bond

financing in January 2026.

▶ Net foreign exchange gains increased by 292.7 per cent, which was primarily attributable to a more

favourable EUR/USD exchange rate environment during the fiscal year. The unrealised component of the

foreign exchange gain, predominantly resulting from the revaluation of lease liabilities denominated in

US dollars, amounted to a €169.5 million gain in F26, as compared to a € 30.6 million gain in F25. The

realised component of the gain is principally attributable to the revaluation of cash balances, which are

chiefly denominated in US dollars and kept on deposit accounts.

▶ The net loss recognised on derivative financial instruments is attributable to the cross-currency swap

programme, implemented with the objective of mitigating Wizz Air’s exposure to foreign exchange risk,

which started in early 2025. Since then, the dollar has weakened against the euro and the accumulated

positions closed in a net loss at the end of the fiscal year. This programme is designed to manage

fluctuations in currency values that could adversely affect the Company’s financial position and results of

operations. By utilising such derivative instruments, Wizz Air seeks to achieve greater stability in its

financial performance by reducing the potential impact of unfavourable movements in exchange rates.

Taxation

The Group recorded an income tax expense of €25.7 million in F26 compared to the €194.2 million credit in

F25 . The effective rate for the Group in F26 was 95.2 per cent compared to a negative 985.8 per cent in

F25. The tax charges stem from differences in the standalone income levels of subsidiaries, differences in

statutory tax rates applicable for these subsidiaries, and movements in deferred taxes. Compared to F25,

the significant changes in income tax levels are due to one-off deferred tax credits that affected F25.

Profit for the year

The Group earned a net profit of €1.3 million in F26, compared to the net profit of €213.9 million in F25.

Other comprehensive income and expenses

In F26 the Group had other comprehensive income of €550.9 million compared to an expense of

€54.0 million in F25. The change is mainly attributable to the favourable impact of fair value movements on

the Group’s open hedge positions in F26.

Wizz Air Holdings Plc Annual Report and Accounts 2026 13

STRATEGIC REPORT

Return on capital employed and capital structure

Return on capital employed (ROCE)¹ is a non-statutory performance metric commonly used to measure the

financial returns that a business achieves on the capital it uses. ROCE for F26 was 2.5 per cent, compared to

3.3 per cent for the previous year.

The Company’s leverage ratio¹ was 3.7 at the end of the F26 financial year, a decrease of 0.6 yoy, while

liquidity¹ increased to 35.8 per cent from 31.5 per cent at the end of the F26 financial year.


	F26	F25	Change
ROCE	2.5%	3.3%	(0.8) ppt
Leverage ratio	3.7	4.4	(0.6)
Liquidity	35.8%	31.5%	4.4 ppt

1For definitions of non-financial measures presented, please refer to the Glossary of terms and Alternative performance measures

(APMs) sections of this document.

Wizz Air Holdings Plc Annual Report and Accounts 2026 14

STRATEGIC REPORT

Cash flows and financial position

Summary statement of cash flows

The following table sets out selected cash flow data and the Group’s cash and cash equivalents for F26

and F25:


€ million	F26	F25	Change
Net cash generated by operating activities	1,179.6	1,065.6	11%
Net cash generated by/(used in) investing activities	751.3	(263.4)	n.m.*
Net cash used in financing activities	(1,427.5)	(938.7)	52%
Net increase/(decrease) in cash and cash equivalents	503.4	(136.5)	n.m.*
Cash and cash equivalents at the beginning of the year	596.9	716.4	(17)%
Effect of exchange rate fluctuations on cash and cash equivalents	(16.7)	17.0	n.m.*
Cash and cash equivalents at the end of the year	1,083.6	596.9	82%

*n.m.: not meaningful, as the variance is more than (-)100 per cent.

Cash flows from operating activities

The majority of Wizz Air’s cash inflows from operating activities are derived from the sale of passenger

tickets and ancillary services. Net cash flows from operating activities are also affected by movements in

working capital items.

Cash generated by operating activities increased from €1,065.6 million in F25 to €1,179.6 million in F26

primarily driven by the following factors:

▶ Operating cash flows before adjusting for changes in working capital decreased by €0.3 million year on

year, driven by an increase in fleet size and expansion.

▶ Changes in working capital resulted in higher cash inflows by €94.3 million.

Cash flows from investing activities

Investing activities resulted in €751.3 million of net cash generated in F26, compared to €263.4 million of

net cash used in F25, for the following reasons:

▶ The net cash flows from advances paid and refunded in relation to aircraft deliveries increased by

€285.2 million from a €58.9 million cash outflow in F25 to a €226.3 million cash inflow in F26.

▶ Cash outflows from placing cash deposits were €1,788.0 million in F26 compared to the cash outflow of

€1,466.0 million in F25. Cash inflows from maturing cash deposits were €1,851.6 million in F26

compared to the cash inflow from cash deposits of €1,136.3 million in F25.

▶ Net cash flows from the purchase and sale of tangible and intangible assets including sale and leaseback

transactions increased by €373.6 million from a €20.9 million cash inflow in F25 to a €394.5 million cash

inflow in F26.

Cash flows from financing activities

Net cash outflow from financing activities increased from €938.7 million (F25) to €1,427.5 million in F26.

The principal elements of the F26 outflow were as follows:

▶ Repayments of loans and other types of financing and interest on them amounting to €1,559.4 million

(F25: €1,391.4 million), which includes the interest and principal repayment on the bond of

€505.0 million (whereas in F25 the bond interest payment totalled €5.0 million). Proceeds from new

loans and other types of financing of €132.0 million (F25: €245.6 million) comprise aircraft and engine

financing of €79.2 million (F25: €245.6 million) and a borrowing secured with emission trading scheme

(ETS) units of €22.8 million (F25: €—).

Wizz Air Holdings Plc Annual Report and Accounts 2026 15

STRATEGIC REPORT

Summary consolidated statement of financial position

The following table sets out summary statements of the financial position of the Group for F26 and F25 :


€ million	F26	F25	Change
ASSETS
Property, plant and equipment	7,128.1	6,493.0	635.1
Restricted cash*	87.7	78.3	9.4
Derivative financial instruments*	584.1	12.1	572.0
Trade and other receivables*	712.1	676.2	35.9
Cash deposits*	952.8	1,060.2	(107.4)
Cash and cash equivalents	1,085.9	597.5	488.4
Other assets*	719.2	718.1	1.1
Total assets	11,269.9	9,635.4	1,634.5
EQUITY AND LIABILITIES
EQUITY
Equity	928.4	317.1	611.3
LIABILITIES
Trade and other payables*	1,404.6	1,108.3	296.3
Borrowings (incl. convertible debt)*	6,980.2	6,614.0	366.2
Deferred income*	1,384.0	1,179.8	204.2
Derivative financial instruments*	55.3	42.6	12.7
Provisions*	514.3	355.1	159.2
Other liabilities*	3.1	18.6	(15.5)
Total liabilities	10,341.5	9,318.3	1,023.2
Total equity and liabilities	11,269.9	9,635.4	1,634.5

*Including both current and non-current asset and liability balances, respectively.

Property, plant and equipment increased by €635.1 million as at 31 March 2026 compared to

31 March 2025, primarily driven by the investment in JOLCO-financed aircraft, the sale-and-leaseback

financed aircraft right-of-use assets and acquisition of the Headquarters (see also Notes 13 and 14 to the

financial statements).

Restricted cash (current and non-current) increased by €9.4 million as at 31 March 2026 compared to the

year before. The majority of this balance is linked to Wizz Air’s aircraft lease contracts, being cash deposits

securing letters of credit issued by Wizz Air’s banks primarily for lease security deposits and maintenance

reserves.

Derivative financial assets (current and non-current) increased by € 572.0 million as at 31 March 2026

compared to 31 March 2025 (see also Notes 3 and 21 to the financial statements). These balances are

related to fuel and FX hedge instruments as well as cross currency interest rate swap contracts.

Trade and other receivables increased by €35.9 million as at 31 March 2026 compared to 31 March 2025 .

Cash and cash equivalents amounted to €1,085.9 million as at 31 March 2026 ( 2025: €597.5 million), and

cash deposits to €952.8 million as at 31 March 2026 (2025: € 1,060.2 million).

Borrowings (including convertible debt) increased by €366.2 million as at 31 March 2026 compared to

31 March 2025. The increase was primarily driven by liabilities related to JOLCO, FTL and FL contracts

recognised during the fiscal year (see Note 23 to the financial statements).

Deferred income increased by €204.2 million as at 31 March 2026 compared to 31 March 2025 (see Note 26

to the financial statements). This was primarily driven by an increase in unearned revenue and in deferred

supplier credits.

Derivative financial liabilities (current and non-current) increased by €12.7 million as at 31 March 2026

compared to 31 March 2025 (see Notes 3 and 21 to the financial statements). These balances are related to

fuel and FX hedge instruments and cross currency interest rate swap contracts.

Provisions increased by €159.2 million as at 31 March 2026 compared to 31 March 2025, in line with the

planned aircraft maintenance schedule (see Note 29 to the financial statements).

Wizz Air Holdings Plc Annual Report and Accounts 2026 16

STRATEGIC REPORT

Hedging strategy

Wizz Air operates under a clear set of treasury policies approved by the Board and supervised by the Audit

and Risk Committee. The hedging policy’s objective is to establish a framework to identify, report and

manage foreign currency and fuel exposures aiming to provide greater certainty and protection to the value

of the Group’s net income, net equity and related cash flows that are exposed to possible adverse

movements in foreign currency exchange rates and jet fuel prices. This is achieved through disciplined

programmatic and discretionary layering for a set time horizon (18 months) with regular rollovers

maintaining hedge coverage levels.

The hedges under the hedging policy are rolled forward quarterly, 18 months out, with coverage levels over

time indicatively totalling 70 to 95 per cent for the first quarter of the hedging horizon and 20 to 45 per cent

for the last quarter of the hedging horizon. Hedging instruments are mostly zero-cost collars, but jet fuel

swaps are also used for shorter dated exposures. In line with the hedging policy, Wizz Air also hedges its

fuel consumption-related US dollar exposure in a similar fashion. Hedge coverages as at 29 May 2026 are

set out below:

Fuel hedge coverage


Period covered	F27 H1	F27 H2	F28
	5 months	6 months	7 months
Exposure in metric tonnes (‘000)	958.5	1,107.2	2,447.8
Coverage in metric tonnes (‘000)	801.0	786.0	426.0
Hedge coverage for the period	84%	71%	17%
Blended capped rate	$825.6	$818.6	$861.0
Blended floor rate	$757.1	$747.1	$773.0

Foreign exchange hedge coverage


Period covered	F27 H1	F27 H2	F28
	5 months	6 months	8 months
Exposure (million)	$824.1	$938.3	$2,110.2
Coverage (million)	$671.0	$677.0	$356.0
Hedge coverage for the period	81%	72%	17%
Weighted average ceiling	$1.1701	$1.2048	$1.2033
Weighted average floor	$1.1340	$1.1683	$1.1788

Balance sheet risk mitigation

Wizz Air uses USD cash and standard EUR-USD cross currency swaps to mitigate the profit & loss impact

stemming from the balance sheet revaluation of USD liabilities. As at 31 March 2026 we had a roughly

$4.5bn USD lease liability, and around $4.1bn across USD cash and cross currency swaps, leaving an

uncovered portion of about $0.4bn.

Wizz Air Holdings Plc Annual Report and Accounts 2026 17

STRATEGIC REPORT

Near-term and full-year outlook:

We are not giving guidance for F27 at this time of the year given the lack of visibility across our trading

seasons, uncertainty related to the ongoing conflict in Iran and the closure of the Strait of Hormuz:

▶ Capacity (ASKs): Q1 F27 +15% YoY, Q2 F27 +20% YoY;

▶ Capacity (Seats): Q1 F27 +25% YoY, Q2 F27 Up high twenties percent YoY;

▶ Load factor: Flat YoY across H1;

▶ RASK: Q1 F27 down mid-to-high single digit YoY, Q2 F27 flattish YoY;

▶ Ex-Fuel CASK: H1 flat to up low single digit YoY.

Certain information provided in this Annual Report pertains to forward-looking statements and is subject to

significant risks and uncertainties that may cause actual results to differ materially. It is not feasible to

enumerate all the factors and specific events that could impact the outlook and performance of an airline

group operating across Europe, the Middle East and beyond, as Wizz Air does. Some of the factors that are

susceptible to change and could notably influence Wizz Air’s anticipated results include demand for aviation

transport services, fuel costs, competition from both new and established carriers, availability of Pratt &

Whitney GTF engines, turnaround times at Engine Shops, expenses related to environmental, safety and

security measures, the availability of suitable insurance coverage, actions taken by governments and

regulatory agencies, disruptions caused by weather conditions, air traffic control strikes, revenue

performance and staffing issues, delivery delays of contracted aircraft, fluctuations in exchange and interest

rates, airport access and fees, labour relations, the economic climate within the industry, passengers’

inclination to travel, social and political factors, including global pandemics, and unforeseen security

incidents.

Veronika Spanarova

Chief Financial Officer

11 June 2026

Wizz Air Holdings Plc Annual Report and Accounts 2026 18

STRATEGIC REPORT

KEY STATISTICS


	F26	F25	Change
Capacity
Number of aircraft at end of period*	262	231	13.4%
Number of operating aircraft at end of period**	224	186	20.4%
Equivalent aircraft	245.5	225.7	8.8%
Equivalent operating aircraft**	203.6	178.5	14.1%
Utilisation (block hours per aircraft per day)	9:36	9:51	(2.5)%
Utilisation (block hours per operating aircraft per day)**	11:35	12:28	(7.1)%
Total block hours	861,653	812,673	6.0%
Total flight hours	748,441	705,720	6.1%
Revenue departures	337,405	314,448	7.3%
Average departures per day per aircraft	3.77	3.82	(1.4)%
Average departures per day per operating aircraft**	4.54	4.83	(6.0)%
Seat capacity	76,878,622	69,546,340	10.5%
Average aircraft stage length (km)	1,717	1,749	(1.8)%
Total ASKs (’000 km)	132,030,723	121,670,679	8.5%
Operating data
RPKs (revenue passenger kilometres) (’000 km)	119,877,458	111,143,998	7.9%
Load factor (%)	90.7%	91.2%	(0.5)%
Number of passenger segments	69,747,746	63,403,320	10.0%
Fuel price (average $ per tonne, including SAF, hedging impact and into-plane premium)	890	919	(3.2)%
Foreign exchange rate (USD/EUR including hedging impact)	1.13	1.08	4.6%

*Aircraft at end of period includes 3 aircraft in Ukraine.

**Equivalent operating aircraft excludes grounded aircraft. At the end of F26 there were 30 grounded aircraft due to GTF engine

inspections and 3 grounded aircraft in Ukraine, 4 A321XLRs with engine removals and 1 aircraft under long-term maintenance. At

the end of F25 there were 42 grounded aircraft due to GTF engine inspections and 3 grounded aircraft in Ukraine. Operating

utilisation is calculated based on the Equivalent operating aircraft and Block hours including wet-lease flights.

Wizz Air Holdings Plc Annual Report and Accounts 2026 19

STRATEGIC REPORT

EMERGING AND PRINCIPAL RISKS AND UNCERTAINTIES

This section of the Annual Report sets out our risk management process and provides an overview of the

emerging and principal risks that could affect Wizz Air’s future success, if not dealt with appropriately. Risk

management is a dynamic and ever-evolving area, and the Company is committed to identifying and

effectively managing risks proactively.

We continued integrating the lessons learned from the past few years, such as the ongoing war between

Ukraine and Russia that has caused high geopolitical instability, high fuel prices and high inflationary

pressure together with a volatile overall business environment. The experience gained helped us to handle

the Israeli and Iran conflict in a more effective and systematic way. In the meantime, Wizz Air has faced

continuous challenges due to the unscheduled Pratt & Whitney GTF engine inspections, causing the

grounding of aircraft from our fleet and requiring more rigorous risk monitoring.

The Company continued the periodic evaluation of environmental risks. Given the EU’s ambition to become

climate neutral by 2050, regulations on corporate sustainability are tightening, including the Corporate

Sustainability Reporting Directive (CSRD). CSRD requires companies to perform a double materiality

assessment to identify sustainability topics material to the business. In addition, the Company takes into

account the recommendations of the Task Force on Climate-related Financial Disclosures, which provide

guidance on the assessment and management of climate-related risks, including through scenario analysis.

Together, these frameworks are increasing expectations on Wizz Air to identify, assess and manage

sustainability-related risks and impacts, including those related to climate change and emissions reduction.

Our risk management process

The Board is responsible for the Group’s risk management and it has delegated to the Audit and Risk

Committee the task of monitoring the adequacy and effectiveness of the Group’s risk management systems.

The Group has a comprehensive Enterprise Risk Management (ERM) process to support the achievement of

business and strategic goals. As part of our ERM process, risks are identified and collected in our risk

universe and individual risks are organised into risk categories. Risks are analysed for likelihood and impact

using the qualitative approach. A risk response is determined depending on the risk category and risk

appetite, which can range from “averse” to “actively seeking”, depending on how much risk the Group

deems appropriate within our industry and business model.

The alteration in the Company’s risk appetite compared to the F26 mid-year review was minimal, and

predominantly attributable to shifts in macroeconomic and geopolitical landscapes, as well as disturbances

within supply chains. The majority of the Wizz Air risk categories have an “averse” risk appetite due to their

safety/compliance/regulatory nature. Similar to the previous year, in F26 we also assessed environmental,

social and governance (ESG)-related risks with an “averse” risk appetite to drive a deliberate agenda on

sustainability – with respect to climate and communities served by WIZZ, and corporate governance – as it

is becoming increasingly important to the Company. The risk categories where our risk appetite is

categorised as “cautious/open” are mostly risks related to growth and network expansion, where a healthy

level of risk-taking is part of the Group’s DNA to further our commercial agenda and deliver against our

Shareholder value creation goals (e.g. major strategic initiatives, network management or our aircraft

programme, and commodity and exchange-rate volatility).

As part of this process, the Group’s Leadership Team, as the ultimate risk owners and decision makers, and

the Senior Internal Audit Manager meet regularly (at least twice a year) to consider and update the

emerging and principal risks identified and the status of the response plans. The resulting risk report is then

reviewed with the Audit and Risk Committee and presented to the Board. The Board is therefore satisfied

that it has carried out a robust assessment of the emerging and principal risks facing the Group, including

those that would threaten its business model, future performance, solvency or liquidity.

Risks relating to the Group

Introduction

The principal risks identified by the Group’s Leadership Team fall into nine broad groupings, which are

largely consistent with the groupings of F25 and include a deeper assessment of IT and cyber risks, external

factors, fleet development-related risks, global geopolitical risks and ESG. Additionally, environmental/

climate-related risks have been separated from social and governance risks, facilitating enhanced risk and

opportunity identification, as well as more effective action planning in each respective domain:

▶ information technology and cyber risk, including website availability, protection of our own and our

customers’ data, and ensuring the availability of operation-critical systems in a significantly escalating

threat landscape;

▶ external factors, ensuring the Company has the capabilities and resilience to deal with external risks,

such as geopolitical risks, inflation, elevated fuel costs, foreign exchange rates, tariffs, risk of higher

business costs, competition, general economic trends, and the default of a partner financial institution;

Wizz Air Holdings Plc Annual Report and Accounts 2026 20

STRATEGIC REPORT

▶ fleet development, ensuring the Company has the right number of aircraft available at the right time to

take advantage of commercial opportunities and grow in a disciplined way without any supply chain

disruption;

▶ operations, including safety events and terrorist incidents as well as employee and passenger security;

▶ network development and scheduling, affirming we are making the best use of our capacity, driving

maximum utilisation and ensuring we have access to the right airport infrastructure at the right price so

that we can keep on delivering the superior Wizz Air service at low fares across an expanding network;

▶ regulatory risk, making sure that we remain compliant with regulations affecting our business and

operations – including compensating customers – and we remain agile to react to the changing

governmental actions due to a slowing economic landscape, ownership and control, loss of traffic rights,

and changing policies owing to sustainability (taxation, etc.);

▶ human resources, ensuring our ability to attract, hire and retain the right talent in the right numbers to

support our continued growth and operational excellence;

▶ social and governance risks, making sure we operate in accordance with our core values and our value

of integrity, respected throughout our business processes and deals, and providing transparency to all

our stakeholders through responsible reporting and disclosure; and

▶ environmental/climate-related risk, ensuring we are able to answer the growing need of environmental

protection and consciousness, mitigate the emerging transition and physical risks while working on

minimising our environmental impact.

Principal risks requiring the most attention in F27

The following principal risks will need the most attention in F27:

▶ Information technology and cyber risk – due to increasing IT dependence and the complexity of the IT

landscape, cybersecurity, data protection and security are highly critical elements of our operations, and

one of the areas also closely and regularly monitored by our Board and regulations. As cybersecurity is a

constantly evolving challenge, we have continued to invest in and strengthen the relevant processes,

systems and policies, a comprehensive and compulsory e-learning training programme for all colleagues

is maintained and the Company’s Cybersecurity team is made up of skilled professionals with extensive

experience in the field, focusing on the people, process and technology aspects of cyber by running

multiple workstreams based on a C-level approved Cyber Strategy.

▶ External factors – of which the most critical are changes in oil prices affecting fuel costs, as well as the

availability and security of jet fuel supply – together with adverse movements in the EUR/USD exchange

rate or in other currency pairs – continue to have a significant impact on Wizz Air’s financial

performance. Given the sustained volatility in commodity and currency markets, Wizz Air maintains its

fuel hedging policy aligned with peer practices, supported by a Board-approved systemic hedging

framework that rolls positions forward quarterly over an 18-month horizon. The policy framework has

also been extended to cover exposures arising from US dollar-denominated lease liabilities.

Geopolitical developments remain a key source of external risk. The ongoing war between Ukraine and

Russia continues to pose a demanding operating environment, further challenges and a hostile business

environment, requiring flight operations to adapt to restricted airspace and broader spillover effects

impacting air traffic. In addition, heightened instability in the Middle East has led to temporary

suspensions of operations to Tel Aviv (TLV) and selected destinations in the wider region, with dedicated

teams continuously monitoring Israeli and Middle Eastern airspace to ensure safety and security

considerations remain paramount.

More recently, the escalation of regional tensions involving Iran has further increased disruption risks in

the Middle East, resulting in additional airspace constraints and network adjustments. These

developments have contributed to a negative earnings impact, reflecting reduced capacity and higher

operational complexity in affected regions.

▶ Fleet development-related risks – these pose a temporary challenge to our long-term plans because of

the Pratt & Whitney GTF engine inspections, causing the grounding of aircraft from our fleet. Given the

prevailing challenges in achieving our main targets (like completion rate, aircraft utilisation, crew

productivity and on-time performance), we decided to follow a wide range of risk mitigation measures,

including increasing the number of spare engines and extending the leases of existing unaffected aircraft

while closely monitoring year-on-year fleet development and adjusting accordingly if necessary. Aircraft

manufacturers still suffer supply chain related delays in production as a result of geopolitical material-

sourcing constraints. Wizz Air is in constant dialogue with Airbus, Pratt & Whitney and other main

suppliers ensuring sufficient capacity to deliver the planned growth.

Wizz Air Holdings Plc Annual Report and Accounts 2026 21

STRATEGIC REPORT

▶ Human resources risks – the Group’s ability to deliver its growth strategy depends on attracting,

developing and retaining suitably skilled talent, while ensuring leadership continuity and overall

workforce stability. Failure to maintain effective succession planning for senior executives and other key

roles could lead to leadership gaps and operational disruption. The Group continues to enhance its

succession planning and leadership development frameworks to ensure continuity in critical positions.

However, the highly competitive labour market presents ongoing challenges in sourcing and retaining

qualified office-based employees. Elevated employee turnover or constraints in talent availability could

adversely affect operational performance and strategic execution. These risks are mitigated through a

strong employer value proposition, targeted development programmes and internal career progression

opportunities. In addition, the Group regularly benchmarks its compensation structures against relevant

markets and maintains transparent, fair and performance-aligned reward practices.

▶ Environmental/climate-related risks – these require significant focus from the Company. Climate change

is acknowledged as a principal risk to Wizz Air, affecting our business in the short, medium and long

term due to physical and climate policy risks as well as the related reporting requirements. To develop

our climate risk assessment approach continuously, we have been working with expert sustainability

and climate consultants from external advisors who helped review and improve our existing climate

risk analysis approach. The methodology considered four different climate change scenarios, in

accordance with the Intergovernmental Panel on Climate Change (IPCC). Through a detailed

(supplemented) assessment, the main climate risks were identified, including those categorised as

high-impact risks in any time horizon, or those that have at least medium-risk impacts for each time

horizon.

Information technology and cyber risk

As in previous years, bookings were made directly on our website (wizzair.com) via our mobile app and via

our API in F26, and refunds were mostly handled through digital channels. We are therefore dependent on

our information technology systems to enable and manage ticket reservations and other payments, and we

need to handle and protect data in compliance with industry standards, NIS2, EASA Part-IS and GDPR

requirements. We leverage technology to check in passengers, manage our traffic network, perform flight

operations and engage in other critical business tasks. Our website and our mobile app are our shop

window, and therefore it is critical that they are functional, reliable and secure.

As cybersecurity is a constantly evolving challenge, we have continued to invest in and strengthen relevant

processes, systems and policies, and have cooperated with the Data Protection Officer to further increase

our security preparedness. Wizz Air follows a multi-layered approach to ensure stringent standards in both

cybersecurity and data protection matters. It involves safety mechanisms for prevention as the first line of

defence, and detection and response mechanisms as its second line of defence, while implementing robust

recovery procedures.

Besides employing an experienced internal IT and Cybersecurity team, we continue to involve external

cybersecurity experts and service providers. This option delivers a more stable cybersecurity capability,

which is more important to ensure continued progress on strengthening cybersecurity to protect

business-critical systems and data. Beyond Wizz Air, we focus on supplier processes and practices to

ensure all possible gaps are adequately identified and addressed where needed.

The IT Service Continuity Management (ITSCM) workstream acts as an enabler to achieve the Company’s

business continuity objectives via seamless integration into the organisation-wide Business Continuity

Management (BCM) Programme.

Cyber risk is a hugely important consideration for our business and is one of the areas closely monitored by

the Board. As external threats are emerging, the focus has been placed on detect and respond capabilities to

be able to take action against any attempted attacks at the earliest possible stage to minimise the loss of

customer confidence. In terms of handling customer card data, we successfully passed the annual PCI DSS

accreditation audit again in January 2026.

One of the key issues related to cybersecurity is our colleagues’ awareness of the risks and of the possible

ways in which our business could be attacked. Therefore, we have a comprehensive and compulsory e-

learning training programme for all colleagues that is enhanced for F27 due to the extra demand based on

EASA Part-IS requirements. We successfully passed its inaugural NIS2 cybersecurity audit with a final

consolidated score of 97%. This places the organisation in the highest possible category: “Compliant with

Negligible Risk”.

The NIS2 EU directive and the EASA Part-IS information security requirements triggered a thorough review

of our processes, capabilities and solutions, mainly focusing on cybersecurity. Hungarian legislation defined

the highest NIS2 requirements when it drew on NIST 800-53a, which ensures an industry best practice

control set if all is delivered. A project launched to address any possible deviations from the requirements is

on track, and we aim to pass the NIS2 audit in F26 as a regulatory mandate.

Regional conflicts during F26 further changed the cybersecurity landscape. The cybersecurity threat level

increased in all industries around the world. Threats include website attacks, end-user phishing, ransomware

attacks, compromises via a trusted third party, and many others.

Wizz Air Holdings Plc Annual Report and Accounts 2026 22

STRATEGIC REPORT

External factors

The International Air Transport Association (IATA) has updated its global airline profitability outlook for the

calendar year 2026, projecting a combined net profit of $41 billion, with a net profit margin of 3.9 percent,

up from the previous forecast for 2025 and improving on the results achieved in 2024. Despite ongoing

challenges in the supply chain and cost pressures, this outcome reflects a stable improvement in industry

earnings.

According to the IATA forecast released on 9 December 2025, jet kerosene was expected to average

approximately $88 per barrel in 2026. During the first quarter of 2026, prices fluctuated around $90 per

barrel, however, following the escalation of tensions involving Iran in early 2026, fuel prices became

increasingly volatile and have trended above the projected average. While this exposure is partially and

temporarily mitigated by the Group’s hedging structure, the sustained volatility introduces continued

uncertainty and is expected to influence the Group’s fuel cost base for F27 over an uncertain period.

We are exposed to global political, economic and epidemic events as well as trends. A worldwide economic

downturn affects demand for air travel. Our business extends beyond the borders of the EU and into regions

including the Caucasus, North Africa, Central Asia and the Middle East.

The ongoing war between Ukraine and Russia not only closes two emerging markets for Wizz Air but also

borders other significant WIZZ base countries. Additionally, the ongoing war between the US-Israel and Iran

as well as Israel and Lebanon has resulted in operational disruption and a suspension of flights in the region.

The ongoing hostilities in the region further increased the extent of the conflict zones affecting Wizz Air’s

operational activities. The conflict activated crisis management protocols and a continuous and active

monitoring of the situation. Wizz Air operated a successful rescue flight from Oman to evacuate stranded

crew, employees and their family members from the UAE, fulfilling the Company’s duty of care

responsibilities. Employee and passenger security is of utmost importance for Wizz Air, and our Company

adjusts its internal protocols and policies to protect its employees and passengers while flying with Wizz Air.

Some of the other regions we operate in have experienced in the past, and may also in future be subject to,

further political and economic instability caused by changes in governments, political deadlock in the

legislative process, contested election results, tension, local, regional or international conflicts, corruption

among government officials, social and ethnic unrest and currency instability. We maintain close

relationships with local authorities, and as an organisation, we are able to react quickly to adverse events.

Given the sustained and ongoing volatility in commodity prices, Wizz Air decided to continue trading based

on the reinstated hedging policies that were aligned to those of its peers. These revised policies were

approved by the Board and are being rolled forward quarterly, 18 months out. As a result, the Company will:

1. maintain hedge coverage at broadly similar levels to its main peers; and

2. put jet fuel price caps in place, according to the policy limiting exposure for the Company should further

extreme volatility in jet fuel prices be observed in the market.

We are an international business and, while we report in euros, we transact in over 20 currencies. A large

proportion of our payments are denominated in US dollars. Any appreciation of the US dollar against the

euro may negatively impact results and margins. The Company’s hedging policies call for a similar hedging

of transactional US dollar exposure with regard to jet fuel. In all cases, hedging transactions are subject to

the approval of the Audit and Risk Committee. Additionally, risk stemming from US dollar lease liability

exposures are also covered using Cross Currency Interest Rate Swap contracts.

We believe that a strong cash position is a vital foundation for the Company’s continued aggressive growth

and its ability to capture commercial opportunities as they arise. Therefore, we actively manage the

safeguarding of our financial assets and monitor the viability of our banking and hedging counterparties. In

fact, all of the Company’s cash is invested in accordance with a Board-approved counterparty risk policy,

which assigns investment limits to each counterparty based on its credit rating.

During F26, fuel including ETS and into-plane premium (IPP) accounted for 32 percent of our total Group

operating costs and a rise in fuel prices will significantly affect our operating costs.

Competition is one of the key risks to our business. Our competitors continuously strive to protect or gain

share in the markets we operate in by offering discounted fares or more attractive schedules. States are

often large and/or majority shareholders in competing airlines. Competition can adversely affect our

revenues and so we constantly monitor our competitors’ actions and the performance of our route network

to ensure we take both reactive and proactive actions in a timely manner. Ultimately, our key competitive

strength is our commitment to driving our costs ever lower while delivering a superior service and building a

loyal customer base. We firmly believe that in tough market conditions, the lowest cost ultimately wins and

therefore we are relentlessly committed to the strictest cost discipline, day in day out.

Regardless of future discussions, we believe diversifying our network and markets is a key part of

a sustainable business strategy, and we remain confident that CEE, Western Europe, the Middle East and

their surrounding regions present large addressable markets which will continue to provide opportunities for

profitable growth.

Wizz Air Holdings Plc Annual Report and Accounts 2026 23

STRATEGIC REPORT

Network development and scheduling

During F26 the Wizz Air Group responded decisively to a challenging operating environment by reshaping its

network and scheduling strategy to support sustainable profitability, while continuing to expand its fleet.

Strategic decisions focused on deploying capacity where it can generate sustainable returns, including the

continued realignment towards core Central and Eastern European (CEE) markets, with network planning

also shaped by geopolitical developments. Demand remained strong, with passenger numbers rising by 10

per cent year on year. Looking ahead, Wizz Air aims to leverage its expanded fleet through enhanced

connectivity, new routes in high‑demand regions, and optimised scheduling to improve aircraft utilisation

and resilience, while effective fuel hedging supports cost stability and enables the Group to capitalise on

growth opportunities.

Fleet development

To support its growth plans, Wizz Air requires additional aircraft. Wizz Air lays emphasis on new aircraft, and

currently operates one of the youngest fleets in Europe with an average age of just 4.6 years. Having a

modern and reliable fleet means Wizz Air can utilise it for over twelve hours a day in normal circumstances.

For the business, this means lower unit operating costs, and for Wizz Air customers, lower prices. Since late

2019 the Company has taken delivery of “neo” aircraft only, and mostly operates these narrow-body aircraft

which boast the most efficient technology today and are likely to remain that way for many years to come.

As at 31 March 2026, Wizz Air’s delivery order book comprises a firm order for 250x A321neo and 4x

A321XLR aircraft, a total of 254 aircraft.

Aircraft deliveries continued materially during the pandemic, allowing Wizz Air to gain an advantage over

competitors. A large aircraft order is a significant financial commitment and requires financing. The new

aircraft delivered during F26 were financed by means of 33 sale and leaseback arrangements, 7 Japanese

Operating Leases with Call Options (JOLCOs) and 3 financial lease structures. To manage capacity, 3

A321neo were sold right after taking delivery. In the following years, Wizz Air will take delivery of a record

number of aircraft per year on average, and as a Company is focused on multiple possibilities to finance its

future fleet to ensure it secures the most cost-competitive terms. Given both the A320 family’s desirability

as a result of its superior operating economics and Wizz Air’s strong financial track record, Wizz Air is

confident that financing will be readily available on competitive terms for the foreseeable future.

Wizz Air has re-negotiated the remaining order book of 254 aircraft with Airbus, deferring deliveries from

2030 to 2032, reshaping the long-term fleet plan, with the renegotiation finalised in November 2025. Due to

the Pratt & Whitney GTF engine inspections in F28, Wizz Air negotiated to take 20-25% fewer deliveries than

usual to support the main strategy of lifting the grounded fleet and to maintain balanced operational fleet

growth following the initial plans of annual 13-15%.

Wizz Air has a compensation agreement in place with Pratt & Whitney to mitigate the financial impact of GTF

engine inspections on its operations. The compensation agreement was concluded in December 2024 and

remains effective until the end of December 2026. From January 2027, compensation is expected to be

provided under a spare engine support agreement signed in June 2025. To deepen the relationship with its

major supplier, Wizz Air has selected Pratt & Whitney’s GTF engines to power 177 new Airbus A321neo

aircraft, continuing to benefit from operating a unified fleet.

Regulatory risks

Aviation remains a highly regulated industry. The Wizz Air Group’s operations are reliant on the Air Operator

Certificates (AOCs) and operating licences (OLs) issued by competent national and EU-level authorities.

Wizz Air Hungary Limited was the first airline to obtain an AOC from the European Union Aviation Safety

Agency (EASA), while its OL was issued by the Hungarian Civil Aviation Authority. Wizz Air Malta Limited’s

AOC was also issued by the EASA, while its OL was granted by the Maltese Civil Aviation Directorate. Wizz

Air UK Limited’s AOC and OL were granted by the UK Civil Aviation Authority.

In each airline’s case, an AOC is needed to operate air services while observing the aeropolitical agreements

between the designating and destination country. In terms of traffic rights, the most common requirement

to be met is that the given airline’s substantial ownership and effective control are vested in the Contracting

Party designating the airline, or its nationals. In the European Union (EU), as long as the departing and

arriving points fall inside the EU’s borders, the airline is allowed to fly the desired frequencies.

Furthermore, the European Union is continuously engaging with third countries to negotiate and sign air

services agreements (so-called “open skies” or “horizontal” agreements). These agreements reduce some of

the administrative burdens when accessing a third country’s market; however, in some cases, the concept of

EASA AOC (Wizz Air as a “European airline”) can be challenging to get accepted. These EU agreements are

not applicable to the UK operation, as that airline’s operation is dependent on the bilateral air services

agreements (ASAs) of the respective countries.

Wizz Air Holdings Plc Annual Report and Accounts 2026 24

STRATEGIC REPORT

Due to increased scrutiny by authorities around EC261 passenger compensation and due to the increasing

EC261-related customer claim ratio, the regulatory risk related to EC261 compensation has become a

principal concern. As a main action, we have been reducing the impact of the root causes of compensations

and alongside many background developments, we launched and are continuing to implement our Customer

First Compass programme, which is guiding us towards a future where our commitment to punctuality,

affordability, innovation and service shapes every journey. This guiding framework places customers at the

centre. Our transformative approach is built on four key pillars: Product, Price, Service and Communication.

Operational risks

The Company’s Crisis Management team and several business continuity plans remain on alert due to the

conflict zones which fall under our spectrum of operation. One of the conflict zones under constant

monitoring is Russia’s war in Ukraine. The ongoing war has contributed to several principal risks for Wizz Air.

Therefore, the Company adjusted and revised its internal protocols and policies to ensure maximum

employee and passenger security, and minimise the damage of property and equipment as much as

possible. The Security team reviewed contingency planning, revised the scope and business intelligence

capabilities, and deployed the Group Security and Central Services department’s internal resources. Our

Security team also liaises closely with relevant authorities and intelligence experts to assess any potential

security or other threats to our operations. Any serious threats are escalated to senior management. Since

F24, we have also suspended operations to destinations where the safety of our passengers, crew and

aircraft could not be guaranteed.

Another conflict zone under constant monitoring is Israel. Tel Aviv (TLV) operations were suspended for

safety and security reasons. However, as operations stabilised for the TLV Ben Gurion Airport, we resumed

flights. We liaise closely with the relevant authorities and we receive support from intelligence providers.

Furthermore, risk assessments are updated according to geopolitical changes, complemented by

recommendations and mitigation actions. Particular focus is placed on the Middle East region due to the

Israel and US–Iran conflict, which has resulted in the temporary suspension of several routes, including

flights to Amman (AMM), Abu Dhabi (AUH), and Dubai (DXB).

Although operations to TLV resumed, we still refrain from operating from the northern part of the Gulf of

Aqaba, due to the ongoing military activities. Accidents, incidents or terrorist attacks can adversely affect an

airline’s reputation and customers’ willingness to travel with that airline.

Safety is our utmost priority at Wizz Air. We maintain a young and dependable aircraft fleet, partnering with

top-tier maintenance organisations, and fostering a robust safety culture. A dedicated safety council,

comprising both senior management and operational staff, convenes quarterly to address any issues from

the preceding three months and review corresponding actions taken. Furthermore, we meticulously collect

operational data to discern patterns, with biannual meetings held within our Operations department to

address identified trends. Our anonymous safety reporting system empowers our flight and cabin crew to

raise concerns confidently. We maintain rigorous entry standards for our operating crew, ensuring that all

pilots undergo training of the highest calibre through our Approved Training Organisation (ATO). As a

participant in the International Air Transport Association’s Operational Safety Audit (IOSA) programme, we

continuously uphold best-in-class airline safety management and control systems.

Human resources

Wizz Air is a people-focused organisation and remains committed to fostering an inclusive environment

where equal opportunities prevail. The Company supports its employees with the tools and environment

needed for professional growth, underpinned by robust anti-discrimination policies and a strong focus on

diversity and inclusion.

Wizz Air continues to prioritise the attraction, development and retention of top talent, ensuring the

organisation is equipped with the capabilities required to support its growth ambitions. Wizz Air:

- strengthens recruitment and talent attraction by focusing on hiring key experts within the aviation

sector, while also investing in early talent pipelines and employer branding initiatives. The Wizz

Management Trainee Programme remains a cornerstone in attracting and developing young talent into

full-time roles. In addition, the Company launched the Wizz Youth Challenge as a long-term investment in

employer brand awareness and attractiveness

- fosters employee development and leadership capability through a comprehensive and structured

learning ecosystem. The Company prioritises internal talent development, supported by coaching

programmes, and enhanced leadership development initiatives below Head level, as well as the Business

Leadership Programme for Heads

Wizz Air continues to expand its collaboration with leading universities across its key markets, including

Hungary, Poland and the United Kingdom, and has entered into a strategic partnership with Corvinus

University. The Company also maintains and develops flagship programmes such as the Pilot Academy

(WAPA), the “She Can Fly” initiative, and the Cabin Crew to Office Programme, supporting both external

talent attraction and internal career mobility.

Wizz Air Holdings Plc Annual Report and Accounts 2026 25

STRATEGIC REPORT

These efforts have been recognised externally, with Wizz Air receiving the ABSL Hungary awards for one

of the most visible employers in both the BSC sector (2^nd place) and the overall market (3^rd place) in

2026, as well as recognition for Best LinkedIn Strategy from an employer branding perspective. The

Company is also in the process of redefining its Employer Value Proposition (EVP), with a refreshed

framework to be launched later in 2026.

In partnership with Corvinus University, Wizz Air continues to offer an MBA programme with 50%

Company sponsorship, aimed at strengthening leadership capabilities at Head and above level.

Continuous learning is further supported by digital tools such as LinkedIn Learning, alongside internally

developed toolkits. Flight and cabin crew training is delivered by a dedicated in-house training team,

supported by a fully integrated digital Training Management System.

- drives performance and talent management through the annual People Cycle, which ensures alignment

between individual and organisational objectives via structured goal setting, performance evaluations and

talent reviews. These processes support effective succession planning and the identification and

development of high-potential employees.

- promotes diversity, equity and inclusion across the organisation, with employees representing 106

nationalities. The Company remains committed to increasing diversity at leadership levels and

successfully achieved its target of 40% female representation in management by 31 March 2026,

reaching 40.68%. Diversity objectives are embedded within management incentive structures, reinforcing

accountability and progress. Wizz Air continues to focus on improving gender diversity within its flight

crew, with the ambition to be an industry leader in this area.

- enhances employee engagement through multiple channels, including the WIZZ People Council, regular

engagement surveys, base visits, floor talks and ongoing communication via Workivo. Employee

engagement has shown positive development, improving from 7.0 in 2024 to 7.5 in 2025, reflecting the

impact of these initiatives and continued focus on employee experience. The WIZZ People Council

continues to deliver tangible outcomes, including the introduction of private pension plans, improvements

to duty compensation, updates to base change policies, enhancements to crew positioning practices,

partnerships with external service providers such as dental care, and oversight of supplier standards,

including uniform production audits.

- maintains competitive and fair remuneration practices by aligning compensation with industry

benchmarks and ensuring transparency and performance alignment. The annual salary review process

supports fairness and competitiveness, complemented by regular market benchmarking. For crew

members, remuneration remains closely linked to flight performance, while additional benefits, including

private pension schemes, support long-term employee wellbeing.

- improves processes and digital capabilities by continuously reviewing and enhancing internal systems to

support employee lifecycle management, career development and operational efficiency. The Company is

investing in advanced digital solutions to streamline recruitment, onboarding, talent management and

internal mobility processes.

Social and governance

At Wizz Air, we are committed to transparency. Our passengers trust us every day to operate a safe service

at the lowest cost to bring them to their desired destination. Equally, stakeholders trust Wizz Air to operate a

sustainable business model, not only from an environmental point of view, but also operating with high

integrity with regard to all other stakeholders, our passengers and how we treat them, communities of

people and how our service may affect their daily life, investors and how we make the most out of their

investments, and how we partner with suppliers and governmental bodies.

Our core values include integrity. We have strong governance for operations through our Board of Directors

and the Sustainability Council, established and led by the Corporate and ESG Officer. We continue to

strengthen our transparency as an organisation and have significantly enhanced our disclosures across

sustainability, environmental, social and governance matters. F26 marks the first time since the omnibus

change that Wizz Air has published its sustainability report in reference to the European Union’s

Corporate Sustainability Reporting Directive (CSRD), ahead of the mandatory compliance requirement.

We have laid out mid and long-term targets and have incentivised management to deliver the highest

priority targets.

For more information, please see the dedicated Sustainability and Governance sections of our Annual

Report.

Wizz Air Holdings Plc Annual Report and Accounts 2026 26

STRATEGIC REPORT

Environment/climate

Climate change is one of our principal risks and it may impact our business in the short (0–1 years),

medium (1–5 years) and long (5–10 years) term. Risks identified in the climate scenario analysis were

compiled into materiality/likelihood heatmaps, following the logic and risk-ranking framework of our in-

house ERM. The methodology considered four different climate change scenarios, in accordance with the

Intergovernmental Panel on Climate Change (IPCC). These scenarios are ~1.5°C, 2°C, 3°C and 4°C. The

four potential scenarios had previously been chosen as they cover a broad spectrum of outcomes.

The qualitative scenario analysis of transitional and physical risks considers relevant climate data and

pathways to provide additional insight into key risks across the Wizz Air network. The 1.5°C and 2°C

scenarios are based on an ambitious decarbonisation pathway with more stringent climate policies,

leading to increased transition risks. Since regulation and policy implementation is effective, these

scenarios would reduce the impacts of physical climate risks, but at the same time could lead to a

significant increase in transitional risks and higher operational costs for the Company. On the other hand,

in the 3°C and 4°C scenarios, the world falls short of achieving ambitious climate targets due to the less

efficient implementation of climate policies worldwide, causing more severe physical risks in the long run.

The potential physical and transition risks identified by Wizz Air are outlined in detail in the Sustainability

section of this Annual Report.

Environment/climate – transitional risks

Policy changes and new legislation by governments have been and will be implemented in order to price

and penalise GHG emissions. Adverse movements in carbon pricing (including ETS and CORSIA) might

have a negative impact on Wizz Air’s portfolio. A reform in tax policies to incentivise carbon-efficient

technologies would double the overall level of taxation in the mid-term. Increased taxation will slow

industry growth.

Emissions reduction regulations and varying national policies without a standardised approach may

increase operational costs, while differing timelines and reporting requirements across the network pose

risks to achieving adequate reductions. New fossil fuel and related taxes may impact overall taxation

costs in the medium and long term, especially considering the potential risk of double taxation through

national policies. Sustainable aviation fuel (SAF) mandates will lead to higher operational and upstream

costs in the medium term. However, the technological and production scalability of SAF remains

uncertain, and even under higher temperature scenarios, supply may not meet the aviation industry’s

growing demand. As demand is expected to accelerate faster than production capacity can scale, this

may result in supply chain constraints, increased costs, and potential exposure to penalty charges for

non-compliance with SAF blending requirements, as well as higher costs under emissions trading systems

(ETS). The EU Emissions Trading System is also subject to regulatory uncertainty and price volatility, and

is expected to drive costs up over time due to the gradual phase-out of free allowances. Compliance with

new ESG-related reporting standards (for example the EU’s Corporate Sustainability Reporting Directive

(CSRD)) will require additional administrative capacities across various functions of Wizz Air. Since Wizz

Air operates in different geographic regions, evolving and fragmented reporting expectations may create

parallel reporting obligations with differing requirements. The rate at which low-carbon technologies are

adopted influences the competitiveness of airlines, the cost of operations and the value of assets.

Investments in capital expenditures (CapEx), research and development (R&D) and innovation must

balance risk and return. Failure to invest, or investing in the wrong technology, may lead to increased

costs and reduced competitiveness. In terms of market and reputation-related transition risks, potential

disinvestment could increase the Company’s cost of capital in the long term in the context of growing

green investor expectations.

Wizz Air Holdings Plc Annual Report and Accounts 2026 27

STRATEGIC REPORT

Environment – physical risks

While the potential impacts connected to physical risks carry more relevance the further we look into the

future, the awareness and careful analysis of such risks are key for the Company to guarantee continued

resilience and prepare for applicable risk mitigation plans in the long run.

The climate scenario analysis for physical risks reveals no high-impact physical risks to Wizz Air within

the evaluated time horizons, i.e. within ten years. Based on climate science and the current forecasts, the

implications of physical risks become more significant around 2050 and beyond. We anticipate no

substantial alterations in the next decade relative to current temperature or weather-pattern changes. If

the implementation of climate policy proves to be ineffective, physical risks could lead to increased

disruptions in operations, markets and supply chains, or cause damage to assets.

Extreme heatwaves may impact aircraft performance and flight operations, while airports can also lower

runway capacity due to damaged runway surfaces or taxiways. Based on the trend from past years, wildfires

may increasingly impact travel decisions, leading to flight cancellations and revenue losses. Severe storms

have the potential to disrupt airspace and airport operations, as well as cause damage to infrastructure,

while also leading to increased fuel consumption. Heavy rainfall and flooding could occur across all regions,

which have the potential to harm airport infrastructure and runways, causing reduced capacity, flight delays

or cancellations. Overall, significant changes in weather phenomena, in terms of frequency and intensity, are

likely in the long term; however, we expect no critical change within the next ten years. Rising sea levels

pose a threat to low-lying and coastal regions in the long term, as well as islands, especially at a higher

global warming level. Airports in such areas could be affected by flooding, potentially harming airport

infrastructure and runways, leading to reduced capacity, flight delays and network disruptions. The

temperature rise could also lead to a shift in destination preference, besides the operational risks of acute

heatwaves. We do not expect these changes to be critical within the next ten years.

Wizz Air is committed to reducing the environmental impact of its operations, while recognising that aviation

has a significant impact on climate change. This area remains a key focus, and the measures implemented

to date have been recognised through external awards (Wizz Air was named the world’s most emissions-

efficient airline by Cirium, and received the Sustainable Airline of the Year 2025 award from Airline

Economics). Reducing emissions is therefore a central element of our decarbonisation approach. We have

set a target of reducing emissions intensity to 43 grams per RPK by the end of the decade.

For more information, please see the detailed Sustainability section of our Annual Report. The Group’s

going concern and viability statements are included in the Directors’ Report.

József Váradi

Chief Executive Officer

11 June 2026

Wizz Air Holdings Plc Annual Report and Accounts 2026 28

STRATEGIC REPORT

NON-FINANCIAL AND SUSTAINABILITY INFORMATION

STATEMENT

This statement is prepared in accordance with Sections 414CA and 414CB of the UK Companies Act 2006.

It forms part of the Strategic Report and provides a summary of key non-financial and sustainability

matters material to our business. Further detailed disclosures, including full performance metrics and

initiatives, can be found in our Sustainability Report starting on page 181.

The table below sets out where the key content requirements of the Non-Financial and Sustainability

Information Statement are addressed within this document, as required by Sections 414CA and 414CB of

the UK Companies Act 2006.


Disclosure requirement	Companies Act reference	Location in Sustainability Report
Business model	s414CB(2)(a)	pp. 192
Environmental matters	s414CB(1)(a)	pp. 217 - 248
Social and Employee matters	s414CB(1)(b)(c)	pp. 250 - 281 and 292
Human rights	s414CB(1)(d)	pp. 250 - 281
Anti-bribery and anti-corruption matters	s414CB(1)(e)	pp. 283 - 291
Policies, due diligence, principal risks and KPIs	s414CB(2)(b)-(d) and s414C(4)	These statutory requirements are addressed across the Sustainability Report and principal risk sections starting on page 181 and 19
Climate-related financial disclosures	s414CB(2A)	TCFD section pp. 32
Diversity and gender representation	s414C(8)(c)	pp. 250 - 268
Section 172(1) Statement	s414CZA	pp. 42

Business Model

Wizz Air is a rapidly growing ultra-low-cost carrier, operating a fleet of 262 Airbus A320 and A321-family

aircraft. As at 31 March 2026, we connect close to 200 destinations across 45 countries. Our team of

dedicated aviation professionals provides an excellent service and very low fares, making Wizz Air the

preferred choice for over 69 million passengers in the fiscal year ended 31 March 2026. At Wizz Air, our

vision is to make travel affordable for everyone. We remain committed to reducing our emissions

intensity through technology and innovation, with progress reflected in independent external

assessments. According to publicly available 2026 emissions‑intensity data and benchmarks such as

Cirium’s EmeraldSky review, Wizz Air is deemed one of the most emissions‑efficient airlines globally and

the highest ranked in Europe. The airline also received the Sustainable Airline of the Year 2025 award

from Airline Economics.

A full business model description is available in the Strategic Report, and in the Sustainability Report,

from page 192.

Wizz Air Holdings Plc Annual Report and Accounts 2026 29

STRATEGIC REPORT

Policies and Due Diligence


	Our Approach	Policy area	Due diligence
Environmental	Sustainability is embedded in our operations and strategic decision- making. We continuously strive to improve environmental performance through innovation, efficiency and responsible growth. From investing in the newest, most fuel-efficient aircraft to optimising flight operations and exploring alternative fuels, we are taking bold steps to minimise emissions and resource consumption.	ESG Policy - Wizz Air integrates ESG principles across all operations and governance structures – guided by CSRD, GRI and TCFD standards – through a company-wide policy overseen by the Sustainability and Culture Committee, resulting in improved stakeholder alignment and sustainability performance. Environmental Policy - Wizz Air’s Environmental Policy reflects its commitment to reducing carbon emissions and minimising environmental impact through fleet modernisation, operational reviews, employee training and stakeholder engagement, supporting innovation and compliance with high environmental standards and the transition to a net zero emissions economy. Sustainable Procurement Policy - The Sustainable Procurement Policy embeds environmental and social considerations into all procurement activities and supplier evaluations across the Wizz Air Group, fostering sustainable sourcing practices and continuous improvement in supply chain performance. Aspirational net zero roadmap - This strategy outlines our ambition for decarbonisation and calls on stakeholders and regulators to join us in ensuring the aviation industry achieves net zero.	The ESG Strategy responsibilities are embedded across all levels of the organisation, with oversight by the Sustainability and Culture Committee, operational implementation by cross- functional teams, annual policy reviews, and stakeholder engagement guided by frameworks such as CSRD, GRI and TCFD. For further details on the policies and Wizz Air Priority Programmes within Wizz Air’s Environmental Strategy, please refer to Wizz Air’s Sustainability Report on page 217. The Aspirational Net Zero Roadmap can be found on page 226 .

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	Our Approach	Policy area	Due diligence
Social & Employee Matters	At Wizz Air, we believe that the strength of our organisation lies in the exceptional qualities of our people, and we are committed to attracting, developing and retaining top talent by fostering an inclusive, engaging and diverse workplace. We are committed to acting with integrity and responsibility – prioritising the well- being of our customers, employees, partners, communities and the environment.	Whistleblowing Policy - Wizz Air’s Whistleblowing Policy ensures employees and stakeholders can confidentially report concerns about misconduct or unethical behaviour without fear of retaliation, in line with applicable legal protections. Anti-Fraud Policy - Wizz Air’s Anti-Fraud Policy outlines preventive and corrective measures to detect, investigate and address fraudulent activities, supporting financial integrity and regulatory compliance. Health and Safety Policy and Initiatives - Wizz Air’s Health and Safety Policy ensures a safe working environment through rigorous operational standards, employee training and continuous monitoring aligned with aviation and workplace safety regulations. Equal Opportunities and Fair Treatment Policy - Wizz Air promotes diversity and inclusion through its Equal Opportunities and Fair Treatment Policy, ensuring that all employees are treated fairly regardless of gender, age, background or beliefs. Training and Development Policy - Wizz Air’s Training and Development Policy fosters continuous learning and upskilling, supporting employee growth through structured training programmes and career development opportunities.	Wizz Air values its workforce as key stakeholders and actively engages with them through regular feedback surveys and comprehensive training programmes that support skill development and career growth. The Company prioritises safety and responsibility, ensuring the well-being of both employees and passengers by maintaining high safety standards and continuously improving performance based on defined indicators. As a responsible corporate citizen, Wizz Air has consistently stepped up during challenging times – supporting local rescue efforts, swiftly organising emergency flights during natural disasters and political crises, and contributing to local communities and foundations – creating a positive impact that goes beyond providing air travel services. For more information on Wizz Air’s social policies and strategy, please see Wizz Air’s Sustainability Report starting on page 181.

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STRATEGIC REPORT


	Our Approach	Policy area	Due diligence
Human Rights	Wizz Air is committed to conducting its business with the highest standards of ethics and integrity, and we expect the same from our suppliers. We require our suppliers to uphold strong ethical practices within their own operations and supply chains, including compliance with applicable human rights regulations and obligations under the Modern Slavery Act.	Wizz Air has policies in place related to human rights principles, including our Anti- Slavery and Human Trafficking Policy. As well as this, our Code of Ethics, “The Wizz Way”, applies to every Company employee regardless of seniority. These, along with our Supplier Code of Conduct, Whistleblowing Policy, Sustainable Procurement Policy, Anti-Fraud Policy and Anti-Corruption Policy, help us maintain an effective compliance environment across our supply chain. Actions in relation to these policies are reviewed by the Audit and Risk Committee of the Board.	We are committed to assessing any instance of non-compliance regarding modern slavery or human trafficking on a case-by- case basis. As part of our robust onboarding process, Wizz Air equips new employees with mandatory e-learning on business ethics and key policies. The Company enforces compliance with its Supplier Code of Conduct by integrating specific contractual clauses to prevent modern slavery. Additionally, Wizz Air partners with a third-party risk management firm to assess suppliers across environmental, social and governance (ESG) criteria – ensuring effective risk identification and management throughout the procurement lifecycle. For more information, please see the Modern Slavery Act Disclosure Statement 2025 and Wizz Air’s Sustainability Report on pages 34 and 250.
Anti-corruption and bribery	Wizz Air is committed to conducting business with honesty, integrity and in full compliance with applicable laws and regulations, as outlined in our Policy of Good Conduct. We prioritise ethical behaviour, transparency and accountability across all operations, with governance structures in place to uphold the highest standards for our Board of Directors and entire workforce. Our whistleblower protection programme encourages employees to report unethical behaviour without fear of retaliation.	Anti-Corruption Policy - This prohibits corrupt, improper practices and bribery. It applies to interactions between Wizz Air personnel and third parties. Policy of Good Conduct - This document outlines the expectations regarding Wizz Air employees’ behaviour at work, including their conduct towards colleagues, business partners and the organisation as a whole, focusing on issues such as corruption and bribery. Corporate Political Engagement Policy and Statement - outlines the principles and guidelines for engaging with political stakeholders. This policy ensures that all interactions are conducted transparently, ethically and in alignment with the Company’s values and regulatory requirements.	Wizz Air requires all employees and relevant third parties to complete mandatory e-learning on business ethics and key policies, including anti- corruption. High-risk roles receive additional targeted training. Suppliers must agree to the policy before contracting. Wizz Air conducts due diligence, monitors third-party activities, and allows concerns to be reported anonymously. Independent investigators handle all cases. For more information, please see Wizz Air’s Sustainability Report starting on page 283.

Principal Risks and Risk Management

The Emerging and Principal Risks chapter, starting on page 19, outlines our risk management process

and provides an overview of both emerging and principal risks. Environmental/Climate risks are now

presented separately from social and governance risks, enabling a clearer identification of risks and

opportunities and more targeted action planning in each area. Transition and physical risks to assets and

operations are identified through climate-scenario modelling, consistent with the requirements of the

TCFD framework.

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STRATEGIC REPORT

Key Non-Financial Performance Indicators (KPIs)

All relevant non-financial KPIs are presented within their respective sections of Wizz Air’s Sustainability

Report. These KPIs are integrated into each chapter to provide clear visibility of performance and

progress against strategic objectives in their specific context. Key indicators within the Environmental

pillar can be found from page 235, Social from page 258, and Governance from page 283.

Task Force on Climate-Related Financial Disclosures (TCFD)

Our disclosures are consistent with the recommendations of the Task Force on Climate-related Financial

Disclosures (TCFD) and the climate-related financial disclosure requirements set out in Section

414CB(2A) of the UK Companies Act 2006. A full TCFD disclosure is included in our Sustainability Report,

as summarised below:


Governance	Disclose the organisation’s governance around climate-related risks and opportunities.	Companies Act reference
Recommended disclosure a) Describe the board’s oversight of climate-related risks and opportunities.	Board-level oversight is with the Chief Executive Officer and the Chairman of the Board, as well as the Sustainability and Culture Committee. See pages 188 - 191.	s414CB(2A)(a)
Recommended disclosure b) Describe management’s role in assessing and managing climate-related risks and opportunities.	Management defines strategies and drives progress through the Corporate and ESG Officer and the cross-functional Sustainability Council. See pages 188 - 191 .	s414CB(2A)(a)
Our disclosure is consistent with the TCFD framework.
Strategy	Disclose the actual and potential impacts of climate-related risks and opportunities on the organisation’s businesses, strategy and financial planning where such information is material.	Companies Act reference
Recommended disclosure a) Describe the climate-related risks and opportunities the organisation has identified over the short, medium and long term.	The ongoing development of our risk register including climate-related risks is integrated into the ERM process (see page 19), but is independently researched and supported via our sustainability consultants as outlined further on pages 217 - 226.	s414CB(2A)(d)
Recommended disclosure b) Describe the impact of climate-related risks and opportunities on the organisation’s businesses, strategy and financial planning.	Addressed through our comprehensive climate strategy; see pages 219 - 226, where we have outlined how climate risk analysis and risk management are embedded in our financial planning for short and medium-term risks and opportunities.	s414CB(2A)(e)
Recommended disclosure c) Describe the resilience of the organisation’s strategy, taking into consideration different climate-related scenarios, including a 2°C or lower scenario.	Our climate strategy integrates climate risk assessments and is embedded in our short, medium and long-term planning process. Our climate scenario modelling processes include a qualitative and quantitative analysis with applicable risks under four different climate-related scenarios. Please refer to pages 217 - 226.	S414CB(2A)(f)
Our disclosure is consistent with the TCFD framework.
Risk management	Disclose how the organisation identifies, assesses and manages climate-related risks.	Companies Act reference
Recommended disclosure a) Describe the organisation’s processes for identifying and assessing climate-related risks.	Climate-related risks are identified as part of our ERM process (page 19 ), based on cross-functional alignments and independently reviewed by third-party climate risk assessment experts (pages 217 - 219).	S414CB(2A)(b)
Recommended disclosure b) Describe the organisation’s processes for managing climate-related risks.	By integrating sustainability and climate as the key focus area of our corporate strategies, we intend to be a pioneer on all relevant climate-related areas for the Company. See pages 226 and 228, and 229 - 237.	S414CB(2A)(b)

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STRATEGIC REPORT


Recommended disclosure c) Describe how processes for identifying, assessing and managing climate-related risks are integrated into the organisation’s overall risk management.	We manage climate-related and ESG risks through our corporate ERM framework. The Company’s risk register identifies a wide array of ESG-related risks, a sub- group of which includes climate risks. See pages 218 and 19.	S414CB(2A)(c)
Our disclosure is consistent with the TCFD framework. We are constantly working on developing our ERM framework and the applicable internal risk management processes to ensure heightened resilience in the face of climate change.
Metrics and targets	Disclose the metrics and targets used to assess and manage relevant climate-related risks and opportunities where such information is material.	Companies Act reference
Recommended disclosure a) Disclose the metrics used by the organisation to assess climate-related risks and opportunities in line with its strategy and risk management process.	See pages 192 and 229 - 237 for our environmental metrics and targets.	S414CB(2A)(h)
Recommended disclosure b) Disclose Scope 1, Scope 2, and if appropriate, Scope 3 greenhouse gas (GHG) emissions, and the related risks.	We report extensively on Scope 1, Scope 2 and Scope 3 emissions on page 238.	S414CB(2A)(h)
Recommended disclosure c) Describe the targets used by the organisation to manage climate-related risks and opportunities and performance against targets.	See page 70 regarding the Directors’ Remuneration Report and pages 190 and 78 for climate-related metrics in CEO incentives.	S414CB(2A)(g)
Our disclosure is consistent with the TCFD framework. We will continue to improve our greenhouse gas disclosure with increased data granularity regarding location-based emissions reporting in the short and medium term.

Diversity and Gender Representation

Wizz Air is committed to fostering an inclusive and diverse workplace, where all employees have equal

opportunities to thrive, regardless of gender, background or personal characteristics. As part of our

commitment to transparency, we disclose the gender breakdown of our workforce, senior management

and Board of Directors in the Social section of the Sustainability Report from pages 259 to 262.

Section 172(1) Statement

The Directors have had regard to the matters set out in Section 172(1) of the UK Companies Act 2006,

including the interests of stakeholders, the impact of decisions on the community and environment, and

the long-term success of the Company. The Board’s approach to these duties is detailed further in the

Section 172(1) Statement on page 42 of this report.

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STRATEGIC REPORT

MODERN SLAVERY ACT DISCLOSURE STATEMENT 2026

This statement is made pursuant to Section 54(1) of the UK Modern Slavery Act 2015 and pertains to the

fiscal year ended 31 March 2026. This statement is made by Wizz Air Holdings Plc, the parent of all four

operating airlines, Wizz Air Hungary Limited, Wizz Air UK Limited, Wizz Air Abu Dhabi LLC and Wizz Air Malta

Limited, on behalf of the Group (hereinafter collectively referred to as: “Wizz Air”, “we”).

Wizz Air is committed to acting ethically and with integrity in our business dealings. Wizz Air expects its

suppliers to conduct themselves in this manner too. Wizz Air is committed to improving its practices to

combat slavery and human trafficking and seek out where such exists in our dealings with third parties and

suppliers, and in our supply chain, in order to meet our commitments. As defined by the UK Modern Slavery

Act 2015, “modern slavery” includes the offences of “slavery, servitude and forced or compulsory labour”, as

well as “human trafficking”.

In accordance with Section 54 of the Act, in this statement we refer to the following:

1. organisational structure and supply chain;

2. policies;

3. due diligence;

4. risk assessment;

5. our effectiveness in combatting slavery and human trafficking; and

6. training.

1. Organisational structure and supply chain

a) WIZZ

Wizz Air offers low-cost, low-fare passenger air transportation services on scheduled short-haul and

medium-haul point-to-point routes across Europe and to a number of destinations in the Middle East, as well

as North Africa and Northwest Asia. A team of dedicated aviation professionals delivers a superior service,

making Wizz Air the preferred choice for 69.7 million passengers in the F26 financial year ended

31 March 2026. Its fleet consists of 262 aircraft and its network spans more than 1,016 routes across

45 countries. Wizz Air employs over 9,000 people across a network of close to 40 bases. Our Company is

incorporated in Jersey. Wizz Air Holdings Plc has four airline subsidiaries: Wizz Air Hungary Limited, Wizz Air

UK Limited, Wizz Air Malta Limited and Wizz Air Abu Dhabi LLC. For further details about Wizz Air’s

subsidiaries and corporate structure, please see page 148.

b) Our supply chain

Wizz Air expects its suppliers to adhere to the highest standards of business, internally and in relation to

their respective supply chains, and comply with their own human rights regimes and Modern Slavery Act

obligations. Wizz Air operates in a highly regulated sector and our supply chain is predominantly service

based within Europe. Our suppliers have to conform to the necessary aviation safety standards and

certification. However, we recognise that we play a part in helping reduce occurrences of modern slavery

and human trafficking.

Whilst we have received no reports of incidents, we take steps to identify and detect human trafficking. We

recognise that we need to update our processes to detect such incidents. Our Anti-Slavery and Human

Trafficking Policy assists us in doing this. The policy applies to all persons working for us, or on our behalf, in

any capacity, including employees at all levels, Directors, Officers, agency workers, seconded workers,

volunteers, interns, agents, contractors, external consultants, third-party representatives and business

partners.

2. Policies

We are committed to assessing any instance of non-compliance regarding modern slavery or human

trafficking on a case-by-case basis. We have policies in place related to human rights principles, including

our Anti-Slavery and Human Trafficking Policy. As well as this, our Code of Ethics, “The Wizz Way”, applies

to every Company employee regardless of seniority. These, along with our Supplier Code of Conduct,

Whistleblowing Policy, Sustainable Procurement Policy, Anti-Fraud Policy and Anti-Corruption Policy, help us

maintain an effective compliance environment across our supply chain. Actions in relation to these policies

are reviewed by the Audit and Risk Committee of the Board.

These policies are part of the employees’ onboarding programme, and are also accessible via the Company’s

intranet. New or revised policies are published on Wizz Air’s internal Workvivo site to raise awareness. Our

Supplier Code of Conduct is included in all tenders and requires acknowledgement and acceptance as a

prerequisite for all candidates.

Wizz Air Holdings Plc Annual Report and Accounts 2026 35

STRATEGIC REPORT

3. Due diligence

Due diligence processes include managing compliance with our Supplier Code of Conduct and making sure

that the Company’s Purchasing department incorporates dedicated contractual clauses into agreements,

ensuring the prevention of slavery. Wizz Air also partners with a company specialised in third-party risk

management; its solution allows assessments across various environmental, social and governance topics

and enables a thorough analysis of our supplier base, to identify and successfully manage risks during

tender evaluations and after contracting as well.

4. Risk assessment

Risk assessments are undertaken as part of our whistleblowing processes and Supplier Code of Conduct

compliance. Our Whistleblowing Policy covers any report made via whistleblowing channels of any

infringement of the Wizz Air Code of Conduct or the laws of any jurisdiction where a Wizz Air entity is

established, or in the European Union. Wizz Air believes that to ensure the continued integrity of its

business, there must be an effective reporting line for its employees. If employees suspect any breach of

Company policies, they can raise their concerns and report this to the relevant personnel anonymously via

the whistleblowing programme, as detailed in the policy.

5. Our effectiveness in combatting slavery and human trafficking

We are committed to ensuring that these measures, taken collectively, will help us combat modern slavery

and human trafficking. However, we recognise that we need to measure our effectiveness through use of

KPIs, and we will be looking to use indicators such as vetting procedures, supplier screening measures,

subcontractor inspections (particularly in known at-risk countries), whistleblowing reports, percentage of

staff trained, and any remedial action taken following reports or incidents of slavery or human trafficking in

the near future.

As part of our ongoing commitment to combatting modern slavery and human trafficking, we will continue to

review and develop our processes.

6. Training

Wizz Air delivers online compliance training related to its Code of Ethics for every staff member. In addition,

we provide anti-slavery training for every crew member as part of their annual security training sessions.

Furthermore, employees are encouraged to raise legal or ethical concerns through various channels, such as

their managers or any member of the management team or Human Resources. This is a key feature of our

Anti-Slavery and Human Trafficking Policy as well as our Whistleblowing Policy.

The above statement has been approved by the Board of Wizz Air Holdings Plc.

József Váradi

Chief Executive Officer

11 June 2026

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Wizz Air Holdings Plc Annual Report and Accounts 2026 37

GOVERNANCE


	“Wizz Air’s strategic direction is grounded in strong corporate governance principles, with the Board and its Committees playing a crucial role in maintaining and reinforcing this governance framework through their dedicated oversight and guidance.” William Franke Chairman of the Board of Directors

CHAIRMAN’S STATEMENT ON

CORPORATE GOVERNANCE REPORT

Introduction

Dear Shareholders,

On behalf of the Board I am

pleased to present the Corporate

Governance Report for the year

ended 31 March 2026. This

report outlines Wizz Air’s

approach to corporate

governance and shows how the

management team, with the

Board’s support, has successfully

guided the Company through the

fiscal year.

The Board and I commend the

Company’s ability to deliver

profitability, despite the ongoing

challenges of global political and

economic uncertainty and the

impact of unexpected supply-

chain and fuel disruptions. I

would like to express my

appreciation to the Directors and

management team for

maintaining robust corporate

oversight and demonstrating

adaptive leadership in navigating

shifting circumstances, all while

safeguarding the Group’s

operational integrity.

Wizz Air’s strategic direction is

grounded in strong corporate

governance principles, with the

Board and its Committees

playing a crucial role in

maintaining and reinforcing this

governance framework through

their dedicated oversight and

guidance.

Since its initial public offering

(IPO) in 2015, Wizz Air has

significantly strengthened its

liquidity position, expanded its

fleet from 54 to over 260

aircraft, and increased passenger

numbers from 19 million to over

68 million annually. The airline

group’s listing has played a

critical role in its evolution,

providing access to one of the

world’s largest and most

sophisticated capital markets.

With a decade of strong

performance on the London

Stock Exchange, Wizz Air is

poised for its next phase of

growth, underpinned by strong

financial discipline, an

unmatched order book,

sustainability investments and

strategic market expansion. The

Board of Directors is confident

that Wizz Air’s agility and

disciplined execution will

continue to deliver value for

investors, employees, customers

and society.

Activities in F26

Strategy

During F26, the Company

continued its strategic growth in

its core Eastern European

markets, despite the continued

grounding of aircraft due to

engine manufacturing defects

beyond the Company’s control.

The fleet continued to expand,

with capacity growth being

primarily directed towards

increased flight frequencies on

existing routes. Our choice of

fleet continues to be a strategic

driver, with 72% of the

Company’s fleet now fuel-

efficient Airbus A320neo family

aircraft with an average age of

4.6 years. The renewal of older

generation aircraft with Airbus

A321neo aircraft, of which WIZZ

is now the world’s largest

operator, brings both economic

and sustainability benefits.

The Company’s commitment to

sustainability remains a central

pillar of its long-term strategy.

This year, focus was placed on

advancing the implementation of

its decarbonisation strategy and

further embedding sustainability

across the business.

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GOVERNANCE

The Company focused on

improved network design and

operational robustness, the

result of which saw a significant

improvement in completion rate

and utilisation. The Board

expressed strong support for the

Company’s strategic initiative to

enhance its consumer offering

through the launch of the

Customer First Compass – a

comprehensive transformation

programme focused on four key

customer touchpoints: product,

price, service and

communications. This initiative

reflects Wizz Air’s commitment

to a customer-centric culture and

was commended by the Board as

a significant step towards

achieving the Company’s long-

term strategic objectives.

People and culture

Wizz Air has a diverse and

inclusive culture, and these

values are embedded within the

Company. The Company reached

its target of 40 per cent female

representation in management in

the fiscal year 2026. Last year

we appointed Charlotte Pedersen

as the Senior Independent Non-

Executive Director, and she is

also Chair of the Safety, Security

and Operational Compliance

Committee. In addition,

Charlotte Andsager is Chair of

the Sustainability and Culture

Committee. We were likewise

pleased that Phit Lian Chong

joined the board earlier and her

experience has provided further

diversity in accordance with the

Parker Review and targets set by

the UK Listing Rules.

In terms of engagement, a

number of Non-Executive

Directors embarked on

engagement activities with

employees across the Group,

including from corporate,

customer and operational

functions, in addition to

interactions with crew and the

People Council.

The Board maintained regular

communication with the

Employee Engagement Director

and People Officer and Chief

Corporate Officer, actively

integrating employee feedback

into decisions related to

remuneration outcomes for F26

in the Directors’ Remuneration

Report. The Board thoughtfully

considers the employee

experience and the views of key

stakeholders when determining

executive compensation. Its

strong commitment to ongoing

workforce investment supports

the Company’s competitiveness

and appeal in the market. In all

remuneration decisions, the

Board maintains a balanced and

responsible approach.

Board composition

There were no changes to the

overall composition of the Board

during the year. Further

information can be found on

pages 47–52.

Board performance

As always, Wizz Air is committed

to corporate governance that is

in line with the Code. The

Company engaged Lintstock to

facilitate an evaluation of the

performance of the Board, its

Committees, the Chairman and

individual Directors. Lintstock is

an advisory firm that specialises

in board reviews and provides no

other services to the Company.

The Nomination and Governance

Committee oversaw the

evaluation. Further detail is

provided on page 46.

Stakeholders and

investors

The Board remains committed

to upholding rigorous corporate

governance standards and

actively engaging with

stakeholders and investors. In its

decision-making process, the

Board carefully assesses the

implications for the workforce,

customers, suppliers, society

and Shareholders.

The Board has direct

engagement with investors, and

as Chairman I have had several

meetings and exchanges with

Shareholders on matters

concerning ESG, remuneration,

governance and strategy.

A statement on how the

Directors have considered the

issues outlined in Section 172 of

the UK Companies Act 2006 can

be found on page 40.

The subsequent pages of the

Corporate Governance Report

detail Board and management

composition, the governance

framework as well as Board and

Committee activities during

the year.

On behalf of the Board, I would

also like to extend my heartfelt

thanks to the Wizz Air workforce,

investors as well as my fellow

Board members for their

steadfast support of the

Company and their enduring

commitment to upholding the

highest standards of corporate

governance over the past 22

years.

On behalf of the Board

Nóra Viktória Rabe

Corporate Secretary

11 June 2026

Wizz Air Holdings Plc Annual Report and Accounts 2026 39

GOVERNANCE

GOVERNANCE FRAMEWORK


THE BOARD

CHAIRMAN – WILLIAM A. FRANKE	• Chairs the Board and sets direction. • Ensures highest standard of corporate governance. • Responsibility for setting the agenda and strategic discussion. • Responsible for ensuring engagement with investors and stakeholders.
GROUP CHIEF EXECUTIVE OFFICER – JÓZSEF VÁRADI	• Accountable to the Board and the Chairman. • Responsible for the Group’s senior leadership team. • Responsible for the strategic, financial and operational performance of the Group.
SENIOR INDEPENDENT DIRECTOR – CHARLOTTE PEDERSEN	• Acts as a sounding board for the Chairman. • Acts as an intermediary for the other Directors. • Available to Shareholders to address concerns.
NON-EXECUTIVE DIRECTORS – ANNA GATTI ANDREW S. BRODERICK ANTHONY RADEV BARRY ECCLESTON CHARLOTTE ANDSAGER CHARLOTTE PEDERSEN ENRIQUE DUPUY DE LOME CHAVARRI STEPHEN L. JOHNSON WILLIAM A. FRANKE PHIT LIAN CHONG	Responsible for key reserved matters: • overall strategy and management; • structure and capital; • financial reporting and controls; • internal control and risk management; • approval of significant or material contracts; • approval of Shareholder communication and communication relating to Board decisions; • Board membership and appointments; • determining the executive remuneration plan and incentive plans; • reviewing corporate governance matters; and • reviewing Group safety, security and operational compliance.
EMPLOYEE ENGAGEMENT DIRECTOR – ANTHONY RADEV	• Acts as link between the workforce, the People Council and the Board. • Provides regular updates to the Board on employee engagement, incorporated into decisions.
COMPANY SECRETARY – NÓRA VIKTÓRIA RABE	• Supports the Chairman, the Group Chief Executive Officer and Chairs of Committees in agenda-setting and minute-taking. • Liaison between senior management and the Directors and responsible for timely delivery of materials. • Advises the Board on corporate governance and is responsible for compliance with the Share Dealing Code. • Works with the Chairman on the Board training plan, Board reviews and corporate governance improvements.

Wizz Air Holdings Plc Annual Report and Accounts 2026 40

GOVERNANCE

BOARD COMMITTEES

Nomination & Governance; Audit & Risk; Remuneration; Sustainability & Culture; Safety, Security & Operational

Compliance; Financial Performance

SENIOR LEADERSHIP TEAM

Led by the Group Chief Executive Officer and responsible for leadership and day-to -ay management of the

business

Statement of Compliance with UK Corporate Governance Code

The Directors support high standards of corporate governance and it is the policy of the Company to comply

with current best practice in UK corporate governance to the extent appropriate for a company of its size.

The Company welcomed the publication by the Financial Reporting Council of its new UK Corporate

Governance Code 2024 and its focus on the themes of corporate and board culture, stakeholder engagement

and sustainability, which are critical factors for us as we partner with our stakeholders to build an enduring

business. The Corporate Governance Code is available for review on the Financial Reporting Council’s

website: www.frc.org.uk. The Board complied with the requirements of the Corporate Governance Code

during the financial year. The only exception to this is that William A. Franke, the Chairman, does not meet

the independence criteria set out in the Corporate Governance Code (Provision 10), given that he is the

Managing Partner of Indigo. In addition, he has also exceeded the nine-year limit imposed by the Code

(Provision 19). However, Mr Franke has unrivalled knowledge of developing ultra-low-cost airlines such as

the Company and has exceptionally broad experience of the airline industry from both executive and

non‑executive roles across many regions of the world. As the Company continues to grow and expand into

different geographic regions, the Board believes that Mr Franke should continue as Chairman, given his

recognised experience in the airline industry and his alignment with the interests of Shareholders. The Board

is of the view that Mr Franke’s role in no way compromises his independence of judgement and character.

Application of the principles of the UK Corporate Governance Code

Board leadership and Company purpose

Chairman’s Statement, p.4

Corporate culture, p.42

Investment in workforce, p.42

Board activities, p.42

Stakeholder interests, p.42

Board decisions, p.42

Section 172 Statement, p.42

Whistleblowing, p.34

Conflicts of interest, p.45

Division of responsibilities

Board of Directors’ division of responsibilities, p.45

Directors’ independence, p.53

Governance framework, p.39

Board and Committee attendance, p.58

Board and Committee meetings, p.58

Wizz Air Holdings Plc Annual Report and Accounts 2026 41

GOVERNANCE

Composition, succession and evaluation

Board composition, p.47

Appointment, re-election, resignation and removal of

Directors, p.46

Nomination and Governance Committee Chairman’s

Statement, p. 68

Board evaluation, p.46

Board biographies, p.47

Audit, risk and internal controls

Audit and Risk Committee Report, p.59

Risk management and internal control, p.60

Confirmation and reassessment of emerging

principal risks and uncertainties, p.60

Fair, balanced and understandable confirmation,

p.60

Remuneration

Directors’ Remuneration Report, p.70

Remuneration Committee Chairman’s Statement,

p.70

Alignment with provisions of UK Corporate

Governance Code, p.77

Wizz Air Holdings Plc Annual Report and Accounts 2026 42

GOVERNANCE

1. Board leadership and

Company purpose

The Board plays a crucial role in

setting the Company’s strategic

direction and ensuring alignment

with long-term value creation.

It actively participates in the

development, review and

approval of corporate strategies,

business plans and major

initiatives.

The Board upholds the highest

standards of corporate

governance and provides

effective leadership and

oversight for the Group. Our

values – integrity, dedication,

inclusivity, positivity and

sustainability – guide our

decisions.

The Company’s purpose revolves

around providing no-frills travel

that is accessible to everyone,

everywhere, at the lowest price

possible, while maintaining a

strong commitment to

environmental consciousness.

The Board continually reviews its

strategic decisions to align with

this mission.

Corporate culture

Culture is a core focus of the

Board and the Sustainability

and Culture Committee. Our

corporate culture nurtures

engagement and excellence.

The Board closely monitors

employee engagement

feedback, including the results

of surveys and action plans.

Our employee engagement is a

dynamic strategy that evolves

with our changing needs and

aspirations.

Our Company’s purpose is

simple yet profound: no-frills

travel for everyone, everywhere,

at the lowest price possible and

with the lowest emissions

possible. We’re democratising

the skies, making adventure

accessible.

Investment in workforce

The Board’s commitment

extends beyond strategy and

governance – it reaches the very

heart of our organisation: our

people. The Board works to

ensure fair terms and conditions

for employees, in addition to

relevant training and

development. Through the Board

Committees, the Board ensures

Wizz Air remains an attractive

and competitive employer.

We don’t settle for mediocrity.

Our commitment to diversity,

inclusion and sustainability sets

us apart.

Stakeholders

The Board engages with both

Shareholders and investors and

the workforce. The Chairman

and Chair of the Remuneration

Committee have ongoing

dialogue with investors. The

Board receives regular updates

from the Employee Engagement

Director, who is a link between

the Board and the workforce

and People Council. There was

further engagement with other

Directors and the workforce

during the year.

Board activities

The Board met on seven

occasions during the year.

The agenda for each meeting is

agreed with the Chairman, the

Chief Executive Officer and the

Company Secretary. Regular

updates are provided by the

Group Managing Director, the

Chief Commercial Officer, Chief

Financial Officer, Chief

Operations Officer and Chief

Corporate Officer. The Board

reviewed and approved

a number of significant and

material contracts.

The Board receives updates

from the Committee Chairs

throughout the year.

Furthermore, it deliberates on a

number of matters of strategic

importance to the Company. In

addition, all meetings include an

agenda item to cover a private

executive session for Non-

Executive Directors.

The Company Secretary keeps

minutes of the Board and

Committee meetings and

reviews all minutes with the

Chairman and Chairs of the

Committees.

Section 172 Statement

Section 172(1) of the UK

Companies Act 2006 provides

that “a director of a company

must act in the way he

considers, in good faith, would

be most likely to promote the

success of the company for the

benefit of its members as a

whole, and in doing so have

regard (amongst other matters)

to:

• the likely consequences of any

decision in the long term;

• the interests of the company’s

employees;

• the need to foster the

company’s business

relationships with suppliers,

customers and others;

• the impact of the company’s

operations on the community

and the environment;

• the desirability of the company

maintaining a reputation for

high standards of business

conduct; and

• the need to act fairly as

between members of the

company”.

The Company has multiple

stakeholders. The Board

considers the most significant

stakeholder groups to be

employees, customers,

Shareholders and investors,

suppliers, governments and

regulators, including the

European Union institutions.

As part of their induction, the

Directors of the Company are

briefed on their duties and can

access professional advice about

them as appropriate. Input from

stakeholders received by

different business units

contributes to the decision-

making process overseen by

the Board.

Wizz Air Holdings Plc Annual Report and Accounts 2026 43

GOVERNANCE

Section 172 considerations

included:

• Shareholder engagement:

Over the course of the past

year, the Company’s Investor

Relations department has

arranged a number of

roadshows, timed around the

release of financial results, as

well as other meetings with

investors. This included a

dedicated Capital Markets Day

held in Budapest. Ahead of the

2025 Annual General Meeting,

the Chairman, the Senior

Independent Non-Executive

Director as well as the Chairs

of the Audit and Risk

Committee and of the

Remuneration Committee

were available to answer

questions from investors. At

the Company AGM held on 23

July 2025 all resolutions

proposed were approved by

the Shareholders.

• Community and environment:

The Board received regulator

reports from the Corporate

and ESG Officer and Chief

Corporate Officer highlighting

key policy and government

affairs issues and engagement

with authorities. The Board

considered ESG positions and

strategy, and investment

decisions were taken

considering the impact on the

environment.

• Safety: The Board received

regular updates on discussions

with safety regulators and

authorities regarding the war

in Ukraine and the potential

restart of operations in case of

a ceasefire, the restart of

operations into Israel in a

controlled environment as well

as operational ramp-up and

disruption matters.

• Employee interest: The Board

reviewed and received regular

updates on employee

engagement and consideration

of remuneration and incentive

plans. The Board was updated

and deliberated on actions

taken through People Council

initiatives and general culture

topics. There were relevant

discussions about

organisational changes in

senior management and talent

succession.

• Customers: The Board was

updated about the Company’s

Customer First Compass

framework, putting customers

at the heart of its business and

decision making. There was

ongoing consideration of the

customer proposition, in

particular with respect to

customer care handling,

operational reliability and

transparent communications

on new products, such as All

You Can Fly subscription, and

sustainability communications.

The Board was updated about

relevant discussions and

engagement with authorities,

regulators and government

officials.

Our key Shareholders

As at 31 March 2026, the Company was notified pursuant to DTR 5 of the Financial Conduct Authority’s

Disclosure Guidance and Transparency Rules (DTRs) that the following Shareholders held more than

3.00 per cent of the Company’s issued Ordinary Shares:


Shareholder	Reported shareholding	Reported number of shares
Indigo Hungary LP	10.9%	11,273,604
Cobas Asset Management, SGIIC, SA	7.5%	7,770,174
Coronation Fund Managers Limited	7.5%	7,768,819
Causeway Capital Management LLC	6.8%	7,074,974
Pzena Investment Management, LLC	3.9%	4,006,860
Magallanes Value Investors, S.A., SGIIC	3.8%	3,890,554
Indigo Maple Hill LP	3.3%	3,411,291

Between 1 April and 15 May 2026 Cobas Asset Management bought 773,437 shares, Causeway Capital

Management LLC bought 741,903 shares, Coronation Fund Managers Limited sold 1,017,101 shares,

Pzena Investment Management LLC bought 53,521 shares and Magallanes Value Investors sold 96,820

shares.

Changes in interests that have been notified to the Company pursuant to DTR 5 of the DTRs can be

found in the Regulatory News section of the Investor Relations page of the Company’s corporate website:

http://corporate.wizzair.com/en-GB/investor_relations/news/press_releases.

Wizz Air Holdings Plc Annual Report and Accounts 2026 44

GOVERNANCE

Our relationship with Indigo

As at 31 March 2026, Indigo

(Indigo Hungary LP and Indigo

Maple Hill LP together) held

14.2 per cent of the Company’s

issued Ordinary Shares. Indigo

holds a number of Convertible

Notes that may be converted

into Ordinary Shares, provided

the Company’s ownership

remains compliant with EU

ownership and control rules.

On a fully converted basis Indigo

would have 30.7 per cent of the

Company’s Ordinary Shares

following the sale of 10,000,000

shares (9.7 per cent of the

issued shares) on 27 February

2026.

The terms of these Convertible

Notes are governed by a note

purchase agreement dated

24 February 2015 and entered

into between the Company,

Wizz Air Hungary Limited and

Indigo. Our Chairman, William

A. Franke, is the Managing

Partner of Indigo.

According to the Financial

Conduct Authority’s Listing Rules

(“the Listing Rules”), any person

who exercises or controls the

exercise, on their own or

together with any person with

whom they are acting in concert,

of 30 per cent or more of the

votes able to be cast on all or

substantially all matters at

general meetings of a company

are known as “controlling

shareholders”. During its

preparation for its initial public

offering in February 2015, the

Company discussed with the

UK Listing Authority that, in

the circumstances, Indigo would

be treated as a controlling

shareholder of the Company

for these purposes. The Listing

Rules require companies with

controlling shareholders to enter

into a written and legally binding

agreement, which is intended

to ensure that the controlling

shareholder complies with

certain independence provisions.

The agreement must contain

undertakings that:

▶ transactions and

arrangements with the

controlling shareholder (and/

or any of its associates) will

be conducted at arm’s length

and on normal commercial

terms;

▶ neither the controlling

shareholder nor any of its

associates will take any

action that would have the

effect of preventing the

listed company from

complying with its

obligations under the

Listing Rules; and

▶ neither the controlling

shareholder nor any of its

associates will propose or

procure the proposal of a

Shareholder resolution which

is intended or appears to be

intended to circumvent the

proper application of the

Listing Rules.

Wizz Air entered into a

relationship agreement with

Indigo dated 24 February 2015.

The key terms of this

relationship agreement

are set out below.

Independence

Indigo has undertaken to

exercise its voting powers in

relation to the Company to

ensure that the Company is

capable of operating and making

decisions for the benefit of the

Shareholders of the Company as

a whole, and independently of

Indigo, at all times. In addition,

Indigo has undertaken that it will

not, and will procure that none

of its associates will: (a) take

any action that would have the

effect of preventing the

Company from complying with

its obligations under the Listing

Rules; and (b) propose or

procure the proposal of a

Shareholder resolution which is

intended or appears to be

intended to circumvent the

proper application of the

Listing Rules.

Board

Indigo may nominate: (a) three

Directors to the Board if Indigo

and its associates hold in excess

of 30 per cent of the fully

converted share capital of the

Company (i.e. assuming the

conversion in full of all

Convertible Notes); (b) two

Directors to the Board if Indigo

and its associates hold in excess

of 20 per cent of the fully

converted share capital; or

Indigo and its associates hold in

excess of 10 per cent of the fully

converted share capital (each

an “Indigo Director”). If Indigo

and/or its associates no longer

hold at least 30, 20 or 10 per

cent, respectively, of the fully

converted share capital of the

Company, then Indigo has

agreed to procure, insofar as it

is legally able to do so, that the

appropriate number of Indigo

Directors resigns from the

Board unless a majority of the

independent Directors resolve

that any Indigo Director should

remain on the Board.

As Indigo maintained holdings in

excess of 30 per cent of the fully

converted share capital of the

Company following their

10,000,000 share sale, there

was no change in their rights to

nominate Directors.

Indigo may not nominate any

person to be an Indigo Director

whose re-election has been

proposed to, but not approved

by, the holders of Ordinary

Shares in a general meeting,

or who has been removed from

office by a resolution of the

holders of Ordinary Shares.

The Board shall manage the

Company independently of

Indigo in accordance with the

articles of association, the Listing

Rules and applicable law. The

parties have also agreed that at

least half of the Board (excluding

the Chairman) shall comprise

independent Non-Executive

Directors, the Nomination and

Governance Committee shall

consist of a majority of

independent Directors, and the

Remuneration and Audit and

Risk Committees shall consist

only of independent Directors.

Wizz Air Holdings Plc Annual Report and Accounts 2026 45

GOVERNANCE

The Board confirms that since

the entry into the relationship

agreement on 24 February 2015,

the Company and Indigo have

complied with the independence

provisions provided in the

relationship agreement.

Arm’s length transactions

All transactions and relationships

between the Company and

Indigo or any of their associates

shall be conducted at arm’s

length, on a normal commercial

basis and in accordance with the

related party transaction rules

set out in Chapter 11 of the

Listing Rules.

Provision of information and

confidentiality

Indigo shall, subject to the

Company’s obligations under

all applicable laws (including,

without limitation, the Listing

Rules and the DTRs), be

provided with financial,

management and/or other

information relating to any

member of the Group as Indigo

(or any of its associates) may

reasonably require for the

purposes of any internal or

external reporting requirements

which the relevant party is

bound by internal compliance,

law or regulation to satisfy.

Indigo may disclose any such

financial, management and/or

other information to its

associates provided that: (a)

Indigo will (and will procure that

any associate to whom any

information is passed will)

keep confidential any such

information; (b) such

information does not include

information relating to any

transaction between the

Company and Indigo or any of

their associates obtained as a

result of an Indigo Director’s

position as a Director;

in a breach by the Company

of the DTRs or require the

Company to make a public

announcement; and (d) the

name of such persons to whom

information is disclosed is added

to the Company’s insider list.

Annual General Meeting

The AGM was held in Geneva

on 23 July 2025. All resolutions

put to the Shareholders were

passed. There were some

resolutions that were opposed by

more than 20 per cent of voting

Shareholders. This resulted in

further consultations with

Shareholders regarding the low

votes and subsequent reporting

on the matter to the market.

Further information can be found

in the Directors’ Remuneration

Report on page 70.

2. Division of

responsibilities

Roles

The role of the Board is to

uphold the highest standards

of corporate governance and

ensure effective leadership and

oversight of the Group’s strategy

and performance.

The Board retains a Schedule of

Reserved Matters which sets

out the Board’s responsibilities.

The Board has delegated the

day-to-day management of the

Company to the Chief Executive

and the senior leadership team.

Matters in the Schedule which

the Board considers suitable for

delegation to its Committees

are contained in the terms of

reference of its Committees.

The Board has five Committees

comprising Non-Executive

Directors and, in the case of the

Nomination and Governance

Committee, the Chairman. At

each Board meeting, Committee

Chairs report to the Board in

relation to the Committee

meetings and decisions. The

Committee activities are referred

to in the individual Committee

Chair reports.

The roles of the Chairman and

Chief Executive Officer are

clearly separated. The Chairman

is responsible for maintaining the

efficient performance of the

Board. The Chief Executive

Officer and the senior leadership

team are responsible for the

day-to-day management of the

Group and the implementation

of its strategy.

Board meetings and attendance

The total number of Board

meetings held during the year

was seven. A number of key

strategic and commercial

decisions require Board approval

and, as and when any such

decision is needed outside the

scheduled meeting cycle, an ad

hoc Board meeting may be

arranged. The Board also took

part in a number of dinners and

extra curricular activities with

the senior leadership team.

Prior to Board meetings, each

Director receives an information

pack containing a comprehensive

review of the Company’s

business as well as detailed

proposals for approval of

transactions and developments

falling within the Board’s remit.

The Company believes that

this enables each Director to

discharge his or her

responsibilities properly. At each

Board meeting, Directors who

have a conflict of interest in any

agenda item declare that interest

and are not entitled to vote on

that agenda item.

At each Board meeting, the

Board approves the minutes of

the previous Board meeting. At

the end of each Board meeting,

there is a private session for

Non-Executive Directors to meet

with the Chairman to discuss any

relevant matters.

Directors are encouraged to

attend all Board and Committee

meetings, but in certain

circumstances meetings are

called at short notice, and due to

prior business commitments and

time differences Directors may

be unable to attend. If a Director

is unable to attend a meeting

because of exceptional

circumstances, they continue

to receive the papers in advance

of the meeting and have the

opportunity to discuss with the

relevant Chairman or the

Company Secretary any matters

on the agenda which they

wish to raise.

The Board and Committee

attendance can be found on

page 58.

Wizz Air Holdings Plc Annual Report and Accounts 2026 46

GOVERNANCE

External appointments

In accordance with the UK

Corporate Governance Code,

Non-Executive Directors

are required to seek approval

for additional external

appointments. The Directors’

external appointments are

outlined in the Board

biographies.

3. Composition,

succession and evaluation

The Nomination and Governance

Committee has responsibility for

all appointments to the Board.

The selection and appointment

process is detailed in the

Nomination and Governance

Committee Report. The

Committee approved a change

in the term of appointment

from one year to three years,

in line with the UK Corporate

Governance Code

recommendation. Appointments

and re-appointments are subject

to annual performance reviews

and AGM re-election.

There were no new

appointments of Directors to the

Board during the financial year.

There were a number of changes

to the composition of the Board

Committees, which are outlined

on page 52.

Upon appointment, new

Non‑Executive Directors follow

an induction process to ensure

an overview of the strategy and

business environment, and to

become familiar with the key

areas of business. The induction

process also includes meetings

with relevant stakeholders

across the business, and training

on handling of inside information

and share dealing.

Re-election

All Directors will offer themselves

for re-election at the Company’s

next AGM. This is in line with the

Company’s articles of association

and is subject to satisfactory

performance.

Training

All Directors are offered training

in accordance with their needs.

During the year training

opportunities were provided

through workshops and seminars

where internal and external

advisers participated. During the

year there was a focus on ESG

for the entire Board.

The Company has adopted a

Share Dealing Policy. As a

consequence, the Directors are

continually reminded time-to

time of their obligations in

accordance with this policy.

Face-to-face training on handling

inside information and

obligations in relation to the

Listing Rules was also provided

to the Board by the Corporate

Secretary.

Board performance

In line with the Code, the

Company engaged Lintstock to

facilitate an evaluation of the

performance of the Board, its

Committees, the Chairman and

individual Directors. Lintstock is

an advisory firm that specialises

in board reviews and provides no

other services to the Company.

The evaluation comprises the

preparation and completion of

questionnaires and the collation

of responses, followed by

interviews if necessary. Once

all stages of the review are

completed, the Board reviews

the findings and implements

any relevant actions. Lintstock

was invited to the Board meeting

to present its findings and

answer any questions from

the Board members.

Support materials were made

available and provided by the

Company Secretary, including

minutes and supporting Board

and Committee materials.

The Chairman discussed

the main conclusions of the

evaluation with the Evaluation

team and subsequently with

the Board.

The overall conclusion of the

evaluation was positive and that

the Board and the Committees

satisfactorily fulfilled their

duties and responsibilities

and adequately addressed

the strategic priorities of

the Company. The key

recommendations from

the evaluation were:

(I) general feedback:

• Board satisfaction with the

composition, expertise and

performance of the Board; and

• opportunity for reduction in

materials and less focus on

past performance;

(II) composition:

• continue focus on diversity

and inclusion;

(III) strategy:

• continue focus on planning;

and

• increase focus on the customer

proposition; and

(IV) Company Secretariat:

• improved support; and

• focus on high-quality material.

Wizz Air Holdings Plc Annual Report and Accounts 2026 47

GOVERNANCE

MANAGEMENT OF THE COMPANY

BOARD COMPOSITION

Board of Directors

membership

Effective oversight of Wizz Air’s

business is the main function of

the Board. Key to this oversight

is the approval of the Company’s

long-term strategy and

commercial objectives, and these

matters are reserved to the

Board along with the approval

of annual operating and capital

expenditure budgets and any

changes thereto.

Other key areas reserved to the

Board include financial reporting

and controls, internal controls,

the review and approval of key

contracts, Board membership,

the remuneration of Directors

and senior executive employees,

corporate governance including

ESG matters and the review of

safety issues.

Wizz Air’s Board currently

comprises one Executive and

ten Non-Executive Directors.

The current Directors bring a

wealth of experience from both

the worldwide aviation industry

and other international

industries, and so collectively

bring an appropriate breadth,

depth and balance of skills,

knowledge, experience and

expertise to the Company.

The Directors who have served

during F26 and since year-end

are as follows:


Name	Position	Committee membership (as at 31 March 2026)
Executive Director
József Váradi	Chief Executive Officer
Non-Executive Directors
William A. Franke	Chairman	Nomination and Governance Committee
Stephen L. Johnson	Non-Executive Director and Deputy Chair
Barry Eccleston	Non-Executive Director	Nomination and Governance Committee, Remuneration Committee, Safety, Security and Operational Compliance Committee
Charlotte Pedersen	Senior Independent Non- Executive Director	Safety, Security and Operational Compliance Committee
Charlotte Pedersen	Senior Independent Non- Executive Director	Safety, Security and Operational Compliance Committee
Andrew S. Broderick	Non-Executive Director	Sustainability and Culture Committee, Safety, Security and Operational Compliance Committee, Financial Performance Committee
Dr Anthony Radev	Non-Executive Director	Sustainability and Culture Committee, Remuneration Committee, INED overseeing employee engagement
Charlotte Andsager	Non-Executive Director	Nomination and Governance Committee, Sustainability and Culture Committee
Enrique Dupuy de Lome Chavarri	Non-Executive Director	Audit and Risk Committee, Nomination & Governance Committee, Financial Performance Committee
Anna Gatti	Non-Executive Director	Remuneration Committee, Audit and Risk Committee
Phit Lian Chong	Non-Executive Director	Audit and Risk Committee

Wizz Air Holdings Plc Annual Report and Accounts 2026 48

GOVERNANCE

Board competency matrix

Conditions for indicating competence in the table: qualifications, certification of training and/or

professional background and experience.

*Strong knowledge base and understanding of the entire ESG spectrum, including aviation’s climate impact, the physical and

transition risks of the various climate pathways and how the Company will be affected.

Board gender diversity, ethnic diversity and tenure

Board nationalities

Wizz Air Holdings Plc Annual Report and Accounts 2026 49

GOVERNANCE

William A. Franke

Chairman

Nationality: US

Appointed: 2015

Key skills:

Airlines, finance, legal and

regulatory

Current external

appointments:

Chair, Frontier Airlines Holdings,

Inc.; Chair, JetSMART Airlines

SpA; Chair, APiJET LLC.

Relevant experience:

Founder and Managing Partner

of Indigo Partners LLC, a

private equity fund focused

on investments in air

transportation, including

Wizz Air.

Served as Chair and Chief

Executive Officer of America

West Airlines from 1993 to 2001,

as Chair of Spirit Airlines Inc.

from 2006 to 2013 and as Chair

of Tiger Aviation Pte. Limited, a

Singapore-based airline, from

2004 to 2009. He was a Director

of Volaris (Concesionaria Vuela

Compañía de Aviación S.A.B. de

C.V.), a Mexican airline, from

2012 to 2023. He remains an

advisor to Volaris, Cebu Pacific

Airlines (Philippines) and

CycloKinetics (a sustainable

aviation fuel company).

József Váradi

CEO

Nationality: Hungarian

Appointed: 2015

Key skills:

Airlines, sales and marketing,

finance

Current external

appointments:

Board Member, JetSMART

Airlines; Trustee, Corvinus

University of Budapest.

Relevant experience:

One of the founders of Wizz Air

in 2003.

Worked at Procter & Gamble

between 1991 and 2001 and

became Sales Director for global

customers, where he was

responsible for major clients

throughout eleven EU countries.

Served as Chief Commercial

Officer and Chief Executive

Officer of Malev Airlines from

2001 to 2003. He also held

board memberships with

companies such as Lufthansa

Technik Budapest (Supervisory

Board, 2001–2003) and Mandala

Airlines in Indonesia (Board of

Commissioners, 2007–2011).

Stephen L. Johnson

Deputy Chair

Nationality: US

Appointed: 2011

Key skills:

Airlines, legal and regulatory

Current external

appointments:

Vice Chair and Chief Strategy

Officer, American Airlines Inc;

Board Member, Executive

Advisory Board, University

of Berkeley Center for Law

and Business.

Relevant experience:

Mr. Johnson is Vice Chair and

Chief Strategy Officer of

American Airlines leading the

design and development of

strategies across the airline. He

collaborates with senior

leadership on key markets and

competition issues, and provides

counsel to the CEO and board of

directors. Mr Johnson served as

Executive Vice President of

Corporate Affairs from 2009 to

2022. From 2003 to 2009, he

was a Partner at Indigo Partners

LLC, a private equity firm

specialising in investments in the

airline industry.

Between 1995 and 2003, he held

positions at America West

Airlines, including Executive Vice

President of Corporate. Prior to

that, Steve served as Senior Vice

President and General Counsel

at GPA Group PLC and practised

law at the Seattle-based law firm

Bogle & Gates.

Mr. Johnson earned his MBA and

Juris Doctor from the University

of California, Berkeley.

Wizz Air Holdings Plc Annual Report and Accounts 2026 50

GOVERNANCE

Charlotte Pedersen

Senior Independent

Director

Nationality: Danish/

Luxembourgish

Appointed: 2020

Key skills:

Aviation, safety, regulatory, ESG

Current external

appointments:

CEO/Owner, Pegasus Consilium

SarL; Board Member, Alpha

Trains Group SarL; Board

Member and Chair of the Safety

and Strategy Committee, Air

Greenland A/S; Board member

Air Greenland ATO A/S; Senior

Advisor Swiss Life Asset

Managers.

Relevant experience:

Ms Pedersen began her career as

an officer and helicopter Search

and Rescue pilot in the Royal

Danish Air Force, graduating

from U.S. Navy flight school on

the Commodore’s List with

Distinction. Following 17 years of

military service, she joined

Luxembourg’s Civil Aviation

Authority as a Flight Operations

Inspector, contributing to early

EASA safety and human factors

initiatives.

She later joined Luxaviation,

becoming Group COO in 2014

before leading its global

helicopter division as CEO.

Today, Ms Pedersen works full-

time as a portfolio Non-Executive

Director.

Ms Pedersen holds an MBA with

honours and is a certified

director through INSEAD, ECODA

and the Institut Luxembourgeois

des Administrateurs. A Fellow of

the Royal Aeronautical Society,

she actively champions women

in aviation, maritime and

motorsport, and was awarded

the INSEAD IDN Excellence in

Governance Award in 2023.

Barry Eccleston

Non-Executive Director

Nationality: British/US

Appointed: 2018

Key skills:

Aviation, safety, manufacturing

Current external

appointments:

Advisor to JetZero Inc.

Relevant experience:

Previously Chief Executive Officer

of Airbus Americas Inc., where

he was responsible for all

aspects of Airbus’ commercial

aeroplane business in North

America, a position he held from

2005 to 2017. Prior to this, Mr

Eccleston was VP/GM for

Honeywell’s Propulsion Systems

Enterprise and had earlier served

as Honeywell’s VP Commercial

Aerospace, EMEA.

Before joining Honeywell in

2002, he was Executive VP of

Fairchild Dornier Corporation,

a provider of regional aircraft.

He started his career with Rolls-

Royce where he held several

senior positions, culminating

as CEO of International Aero

Engines, a joint venture with

Pratt & Whitney. He is a former

Chairman of the British-American

Business Association in

Washington DC, and former

President of The Wings Club

of New York, as well as being

appointed an OBE in 2019 by

Her Majesty the Queen.

Andrew S. Broderick

Non-Executive Director

Nationality: US

Appointed: 2019

Key skills:

Airlines, finance

Current external

appointments:

Board Member, JetSMART

Airlines SpA; Board Member,

Frontier Airlines Holdings Inc.;

Board Member, APiJET LLC;

Board Member, Controladora

Vuela Compañía de Aviación,

S.A.B. de C.V; CycloKinetics Inc.

Relevant experience:

Joined Indigo Partners LLC, a

private equity fund focused on

air transportation, in 2008 and

has served as Managing Director

since 2019. Has served on the

board of directors of Frontier

Airlines Holdings, Inc., an airline

based in the United States, since

January 2018; JetSMART Airlines

SpA, an airline based in Chile,

since September 2018; APiJET,

LLC, a software company

focused on providing real-time

cost-saving analytics to airlines,

since November 2020; and

Controladora Vuela Compañía

de Aviación, S.A.B. de C.V.,

an airline based in Mexico

doing business as Volaris,

since April 2023; CycloKinetics,

Inc., a specialised biofuels

company based in the United

States, since May 2023.

Prior to joining Indigo,

Mr Broderick was employed at a

macroeconomic hedge fund and

a stock-option valuation firm.

Wizz Air Holdings Plc Annual Report and Accounts 2026 51

GOVERNANCE

Anthony Radev

Non-Executive Director

Nationality: Bulgarian/

Hungarian

Appointed: 2021

Key skills:

Listed company, finance

Current external

appointments:

Board Member, MOL Hungarian

Oil and Gas PLC; Board Member

Budapest Technical University;

Board Member, DSK Bank PLC.

Relevant experience:

For over 20 years, Dr Radev has

been involved with McKinsey &

Co. in various roles, the last one

culminating in a Senior Partner

role from 2001 until 2013. His

engagement has spanned many

sectors of the economy, and

included leading McKinsey’s

financial institutions practice in

Central and Eastern Europe as

well as being a member of the

senior leadership team in

European banking practice.

Today, Dr Radev is a Director

Emeritus of McKinsey (honorary

membership).

From 2018 until 2023 Mr. Radev

served as Executive President of

Corvinus University Budapest

In 2014, Dr Radev founded the

School for Executive Education

and Development (SEED) in

Budapest to serve the needs of

Central and Eastern European

companies.

Charlotte Andsager

Non-Executive Director

Nationality: Danish

Appointed: 2020

Key skills:

Airlines, aviation, regulatory

Current external

appointments:

None.

Relevant experience:

Ms Andsager has held multiple

regulatory roles within the

Ministry of Transport and

Communications of Norway as

well as Telenor, the Norwegian

majority state-owned

multinational

telecommunications company.

In 2005, Ms Andsager served as

Vice President, European and

US Public Affairs for SAS Group.

In this capacity, Ms Andsager

advised SAS Group on European

and US public affairs and

maintained contacts with the

European institutions and the

US Administration.

In 2010, Ms Andsager joined

Rolls-Royce Plc as Vice President

EU Affairs where she served until

2014. Prior to joining the Wizz

Air Board, Ms Andsager served

six years as an independent

Director on the board of Avinor

Flysikring AS, the state-owned

air navigation services provider

in Norway.

Enrique Dupuy de Lome

Chavarri

Non-Executive Director

Nationality: Spanish

Appointed: 2020

Key skills:

Airlines, finance

Current external

appointments:

Board Member, Solarig SA;

Senior Adviser, A.T. Kearney;

Senior Adviser, Blue Peak

Aviation; Board Member, Mobico

Group plc.

Previous experience:

Served as Finance Director, and

ultimately Chief Financial Officer,

at Iberia. He also played a key

role in the merger of Iberia with

British Airways in 2011 and the

creation of the International

Airlines Group (IAG). He became

Chief Financial Officer at IAG, a

position he held until he retired

in June 2019.

During his time at IAG, Mr.

Dupuy led the financial

strengthening and expansion of

IAG, driving a significant

improvement in its market

capitalisation, profitability and

returns. He also played a critical

role in the Group’s acquisitions of

BMI, Vueling and Aer Lingus and

the creation of Level.

As well as chairing the Audit &

Risk Committee at Wizz Air, Mr.

Dupuy is head of the Audit

Committee at Mobico Group plc.

Wizz Air Holdings Plc Annual Report and Accounts 2026 52

GOVERNANCE

Anna Gatti

Non-Executive Director

Nationality: Italian/US

Appointed: 2021

Key skills:

Digital, consumer, sales and

marketing

Current external

appointments:

Board Member, Intesa Sanpaolo

S.p.A; Board Member, WiZink

Bank S.L.

Previous experience:

Served as digital sales,

operations and product executive

driving customer success at scale

for companies such as Google,

YouTube and Skype. She worked

at launching YouTube in more

than 22 countries and she built

an entirely new advertising

product business for Skype that

laid the foundation for the

company’s planned IPO and

eventual sale to Microsoft.

Ms Gatti is also an active angel

investor. In Silicon Valley, where

she has been living for over

20 years, she co-founded two

start-ups leveraging artificial

intelligence applied to big data.

Prior to her career in technology,

Ms Gatti spent years in research

and public policy, working at the

World Health Organization and

at the University of Berkeley,

California, Goldman School of

Public Policy.

Phit Lian Chong

Non-Executive Director

Nationality: Singaporean

Appointed: 2023

Key skills:

Airlines, aviation, manufacturing,

lifestyle and leisure

Current external

appointments:

Board Member, Rokt Pte Ltd,

Rokt Sg Pte Ltd, Rokt

Intermediate Pte Ltd, Singapore

Science Centre Global Pte Ltd,

Mandai Global Pte Ltd; China

Singapore Guangzhou

Knowledge City Development

and Construction Co.

Previous experience:

Ms Chong has held multiple

senior roles in organisations of

several industries including

precision engineering, aviation,

travel, supply chain

management and logistics. Ms

Chong was the CEO of award-

winning low-cost carriers Jetstar

Asia Airways and ValuAir from

2006 to 2012. Ms Chong also

served as an independent Board

Director on the board of Tiger

Airways Limited, a low-cost

subsidiary of Singapore Airlines.

Other previous commercial roles

included CEO/Board Member of

Singapore Mint, Safe Enterprises

Group, Avis Car Rental, Pacific

Internet and SingBridge

Corporate.

Ms Chong holds an Honours

Degree in Production Engineering

and Manufacturing Technology

and an Honorary Doctorate of

Science. She also pursued a

Master’s in Business

Administration and Advance

Management Programme as part

of an Organisation Leadership

Development programme.

Changes to the Board

during F26

The Nomination and Governance

Committee, acting on behalf of

the Board, conducts a regular

review of the Board’s

composition. During this review,

it identifies areas where skills,

experience and knowledge can

be further strengthened.

The Committee gives due

consideration to all aspects of

diversity, including gender,

ethnicity, age, sexual

orientation, disability, education,

professional backgrounds, socio-

economic backgrounds and

personal strengths.

During the fiscal year there were

no new appointments to the

Board. In December 2025, the

Company established the

Financial Performance

Committee to provide more

focused oversight of financial

planning, financing and

performance metrics.

Wizz Air Holdings Plc Annual Report and Accounts 2026 53

GOVERNANCE

Independence

The UK Corporate Governance

Code recommends that at least

half the members (excluding

the chairman) of the board of

directors of a company with a

premium listing should be

non‑executive directors,

determined by the board to be

independent in character and

judgement and free from

relationships or circumstances

which are likely to affect, or

could appear to affect, their

judgement.

The Board has considered the

independence of the Company’s

Non-Executive Directors and has

concluded that:

a) William A. Franke, the

Chairman, does not meet the

independence criteria set out in

the Corporate Governance Code,

given that he is the Managing

Partner of Indigo (a significant

Shareholder). However, given

the benefits to the Company of

his recognised experience in the

airline industry, the Board

believes that it is in the

Company’s best interest that

Mr Franke should continue as

Chairman of Wizz Air;

b) Stephen L. Johnson is not

considered to be an independent

Non-Executive Director given his

past position with Indigo; and

c) Andrew S. Broderick, who was

appointed effective from 16 April

2019, is not considered to be an

independent Non-Executive

Director as he is a Managing

Director of Indigo.

In all cases, the Board is

assured that the roles of the

aforementioned Non-Executive

Directors are in no way

compromised of independence

of judgement and character.

Other than William A. Franke,

Andrew S. Broderick and Stephen

L. Johnson, the Company regards

all of its Non-Executive Directors

who are currently serving or have

served on the Board during F26,

Barry Eccleston, Charlotte

Pedersen, Charlotte Andsager,

Enrique Dupuy de Lome Chavarri,

Anthony Radev, Phit Lian Chong

and Anna Gatti, as independent

Non-Executive Directors within

the meaning of “independent”

as defined in the Corporate

Governance Code, and free from

any business or other relationship

that could materially interfere

with the exercise of their

independent judgement.

Accordingly, as an absolute

majority of the Directors are

independent Non-Executive

Directors, the Company complies

with the requirement of the

Corporate Governance Code that

at least half of the board

(excluding the chairman) of a

company with a premium listing

should comprise independent

non-executive directors.

Senior Independent

Non‑Executive Director

The Corporate Governance Code

recommends that the Board

should appoint one of its

independent Non-Executive

Directors as the Senior

Independent Non-Executive

Director. The Senior

Independent Non-Executive

Director should be available to

Shareholders if they have

concerns that contact through

the normal channels of the

Chairman or Chief Executive

Officer has failed to resolve a

matter, or where such contact is

inappropriate. In September

2024, Charlotte Pedersen was

appointed as the Company’s

Senior Independent

Non‑Executive Director on an

interim basis following a leave of

absence by Barry Eccleston. On

14 March 2025, Ms. Pedersen

was appointed as Senior

Independent Non-Executive

Director on a permanent basis.

Independent

Non‑Executive Director

overseeing engagement

with employees

To strengthen workforce

engagement, Wizz Air decided

to appoint an independent

Non‑Executive Director to

oversee engagement with

employees.

The key purpose of the role is to

ensure that the employee voice

reaches the boardroom. The

relevant Non-Executive Director

is expected to engage

independently of management

with the Company’s employees

and to report back to the Board

any issues arising which could

affect employees’ ongoing

engagement with the Company.

Dr Anthony Radev was appointed

as the Company’s independent

Non-Executive Director

overseeing engagement with

employees. In that role, Dr

Radev also sits on and reports

regularly to the Sustainability

and Culture Committee. During

F26, Dr Radev attended a

number of engagement events

with employees, as well as

engaging through the Wizz Air

People Council members.

Wizz Air Holdings Plc Annual Report and Accounts 2026 54

GOVERNANCE

Data on the diversity of the Board and executive management for the year ended 31 March 2026

Gender diversity


	Number of Board members	Percentage of the Board	Number of senior positions on the Board (CEO, SID and Chairman)	Number in executive management	Percentage of executive management	The data on gender and ethnic diversity of the Board and executive management was collected on a confidential and voluntary self-reporting basis.
Men	7	64%	3	12	80%
Women	4	36%	1	3	20%
Other categories	_	_	_	_	_
Not specified/prefer not to say	_	_	_	_	_

Ethnic background


	Number of Board members	Percentage of the Board	Number of senior positions on the Board (CEO, SID and Chairman)	Number in executive management	Percentage of executive management	Wizz Air is fully committed to promoting equality and diversity to enhance decision making, which is crucial for the long-term success of Wizz Air and its stakeholders. The Company’s commitment to diversity is set out in the Sustainability Report. The Board is mindful of the Listing Rule requirements in relation to gender and ethnic diversity of the Board and executive management. The targets set out in LRs 9.8.6R (9)(a)(i), (ii) and (iii) have not been met in respect of gender diversity. Ethnic diversity has been met. While diversity criteria are taken into consideration during recruitment processes, decisions are subject to the principle of merit. Addressing diversity remains a priority for the Nomination and Governance Committee in F26.
White British or other White (including minority White groups)	10	91%	3	14	93.33%
Mixed/multiple ethnic groups	_	_	_	_	_
Asian/Asian British	1	9%	_	1	_
Black/African/Caribbean/Black British	_	_	_	_	_
Other ethnic group, including Arab	_	_	_	_	_
Not specified/prefer not to say	_	_	_	_	_

Wizz Air Holdings Plc Annual Report and Accounts 2026 55

GOVERNANCE

Senior management team

The Group Chief Executive Officer and the senior management team are responsible for managing the

Group’s business and implementing the Group’s strategy on a day-to-day basis.

As at 1 April 2026, the Group’s senior management team, in addition to the Group Chief Executive Officer,

comprises:

Wizz Air Hungary Limited*:


Name	Position
Michael Delehant	Group Managing Director
Ian Malin	Chief Commercial Officer
Veronika Spanarova	Chief Financial Officer
Owain Jones	Chief Corporate Officer
Diarmuid O'Conghaile	Chief Operations Officer
Silvia Mosquera	Commercial Officer
Michael Berlouis	Financial Operations Officer
Ervin Banyai	Digital Officer
Nóra Viktória Rabe	Corporate and ESG Officer
Piotr Trawka	Revenue Officer
Roland Tischner	Managing Director
Julia Brix	Supply Chain Officer
Andras Szabo	Network Officer
Marion Geoffroy	People Officer

*The above officer positions are all group-level positions. They are listed under Wizz Air Hungary Limited corresponding to the headquarters

location.

Wizz Air UK Limited:


Name	Position
Yvonne Moynihan	Managing Director

Wizz Air Malta Limited:


Name	Position
Mauro Peneda	Managing Director

Michael Delehant, Group Managing Director

Mr Delehant joined Wizz Air in April 2021 as Chief Operations Officer. Mr Delehant has a Bachelor’s degree in

Psychology from the University of Michigan, and obtained his MBA from Southern Methodist University in

Dallas. He brings two decades of executive airline experience and a long track record of leadership, strategy

and corporate transformation. After a long career at Southwest Airlines in the US, he joined Wizz Air from

Vueling in Europe. In his last role at Vueling, Mr Delehant was the Chief Strategy and Network Officer.

During the fiscal year, Mr. Delehant was promoted to Group Managing Director. He has responsibility for

Wizz Air Group’s operational and commercial activities.

Veronika Spanarova, Chief Financial Officer

Ms Spanarova joined Wizz Air as Chief Financial Officer in February 2026 following a 30-year international

career at Citi. She worked in multiple leadership roles across corporate and retail banking in a number of

countries including the Czech Republic, Slovakia, Brazil and Hungary where she was Citi's Managing Director

and Citi Country Officer. Veronika holds a Master’s Degree in Economics from Charles University in Prague,

Czech Republic.

Ian Malin, Chief Commercial Officer

Mr Malin joined Wizz Air in 2022 with over 24 years of finance experience. Most recently, he served as the

Chief Strategy and Commercial Officer of Unical Aviation in Los Angeles, after ten years as Chief Financial

Officer for the UK-based AJW Group, where he directed overall financial strategy and corporate

development. He also served as CEO of AJW Leasing, the Group’s aircraft, engine and component leasing

platform. Prior to the AJW Group, Ian served as a Senior Vice President at Seabury Aviation & Aerospace

Asia Limited, an investment bank based in Hong Kong, where he opened and developed the firm’s first office

in Asia. Ian also spent eight years in asset finance with the Allco Finance Group of Australia, having joined it

as a tax manager from KPMG. Ian attended New York Law School where he earned his Juris Doctorate and

holds a Bachelor’s degree from Middlebury College in Vermont. Mr Malin has oversight of commercial

activities.

Wizz Air Holdings Plc Annual Report and Accounts 2026 56

GOVERNANCE

Diarmuid O’Conghaile, Chief Operations Officer

Mr O’Conghaile joined Wizz Air as Managing Director of Wizz Air Malta Limited on 1 November 2022. In July

2024 Diarmuid was promoted to Chief Operating Officer to oversee the Group’s operational activities and

performance. Mr O’Conghaile has a long background in aviation, having served as Chief Executive of the

Irish Aviation Regulator, 2021–2022, and with Ryanair from 2016–2021 as Chief Executive of Malta Air

(Ryanair Group) and before that Director of Public Affairs. Mr O’Conghaile was General Manager of Strategy,

Pricing & Economic Regulation with the Dublin Airport Authority from 2011–2016. He holds BA Mod, MA and

MLitt degrees from Trinity College Dublin in Economics and a postgraduate diploma in EU Competition Law

from King’s College London. Prior to entering the aviation sector, he worked in a number of industry and

government positions, including with the European Commission and the Irish Department of Finance.

Owain Jones, Chief Corporate Officer

Mr Jones joined Wizz Air as General Counsel in September 2010. He was promoted to Chief Corporate

Officer in June 2014 before becoming Managing Director of Wizz Air UK Limited in September 2018 and

Development Officer in September 2021. In his current role from February 2023 he has oversight of

corporate and people matters, together with supply chain, fleet procurement and fleet finance. Mr Jones is a

Solicitor of the Senior Courts of England and Wales. Having trained at Nicholson Graham and Jones (1994 to

1996), Mr Jones joined Wilde Sapte (now Dentons LLP) in 1996 as a Solicitor in its aviation group,

specialising in finance and regulatory matters. He spent time in the firm’s Paris and Hong Kong offices before

being appointed a Partner in 2006, following which he spent three years in the firm’s Abu Dhabi office,

becoming acting Managing Partner there. He left the firm in 2009 to spend 18 months training for a frozen

air transport pilot’s licence with CTC Aviation Training. Mr Jones holds a Bachelor of Laws degree from

University College London.

Michael Berlouis, Financial Operations Officer

Mr Berlouis holds a Bachelor’s degree in Economics from the University of Manchester and a Master’s degree

in Finance and Economics from the London School of Economics and Political Science. He has over 16 years

of management experience in aviation and financial services roles including executive management, financial

management, planning and controlling, transformation, labour and union negotiations, redundancy, debt

renegotiation and stakeholder management. Michael joined Wizz Air in 2021 as Managing Director of Wizz

Air Abu Dhabi, later moving to the position of Head of Strategic projects, Interim Head of Financial Planning

and Controlling and was recently promoted to Financial Operations Officer from 1 July 2024. Prior to Wizz

Air, Mr Berlouis was the CFO of Air Seychelles as well as Senior Manager Corporate Strategy at Etihad. Since

last year, Michael sits on the board of Firefly Green Fuels Limited.

Silvia Mosquera, Commercial Officer

Silvia Mosquera holds the role of Commercial Officer. She joined Wizz in July 2023 from her then position as

Chief Commercial and Revenue Officer at TAP Air Portugal. Silvia is a seasoned executive with over 20 years

of experience in the airline industry and consulting for airlines, with leadership roles across commercial

functions including network, revenue management, sales, marketing and customer experience. She started

at Clickair and moved through various commercial roles in the IAG Group (Clickair, Vueling and Iberia

Express), culminating in CCO of Iberia Express. From there, she moved to Avianca, and then most recently

to TAP Air Portugal where she was the Chief Commercial and Revenue Officer responsible for the commercial

area, including pricing and revenue management, distribution, sales, branding and marketing, ancillaries,

customer service and the loyalty programme. She holds a Chemical Engineering degree from Santiago de

Compostela University and postgraduate certifications from APICS (The Educational Society for Resource

Management) and IESE Business School – University of Navarra.

Ervin Banyai, Group Digital Officer

Mr Banyai joined Wizz Air in February 2024 as a Digital Officer, responsible for e-commerce, data analytics

and automation, IT innovation and infrastructure and cybersecurity functions, reporting to the Company’s

Executive Vice President and Group Chief Financial Officer. Mr Banyai was formerly a member of the

managing board of Raiffeisen Bank Hungary responsible for IT and operations. Prior to this role, Mr Banyai

worked in executive IT roles at various multinational companies including GE Budapest Bank, OTP and

Citibank.

Piotr Trawka, Network Officer

Mr Trawka holds a Master’s degree in Quantitative Methods in Economics and Information Systems from

SGH Warsaw School of Economics. He started his career as Route Network Analyst at EUROLOT, followed by

a Network Planning Specialist at LOT Polish Airlines. He joined Wizz Air in 2016 as Network Development and

Scheduling Manager. In 2018 he was promoted to Senior Network Development Manager and one year later

to Head of Network Development. Since then, he has taken on multiple leadership roles, the most recent

being Network Officer from 1 October 2024.

Wizz Air Holdings Plc Annual Report and Accounts 2026 57

GOVERNANCE

Roland Tischner, Managing Director Wizz Air Hungary Limited.

Mr Tischner joined Wizz Air as Head of Human Resources in November 2011. Between 1998 and 2009

Mr Tischner held various human resource leadership roles at General Electric in Hungary and in the United

States. In 2009 he joined NBC Universal in the United Kingdom as Vice President of Human Resources.

At Wizz Air, following the human resource role, he was appointed to Head of Cabin Operations in 2016, and

four years later to Head of Ground Operations. He was named Officer Wizz Air Hungary Limited Operations

in June 2022, responsible for flight, cabin and ground operations, crew training, continuing airworthiness

management organisation as well as safety and compliance. Mr Tischner holds a Bachelor of Arts degree in

Business Studies from Oxford Brookes University.

Marion Geoffroy, People Officer

Ms Geoffroy joined Wizz Air as Head of Legal and General Counsel in March 2015. Between 2000 and 2011,

Ms Geoffroy held senior leadership roles in the Legal department of Air France-KLM. In 2011, she joined

Verlingue Insurance Brokers where she served as General Counsel for four years. She was appointed Chief

Corporate Officer of Wizz Air in September 2018 overseeing the Legal, Data Protection and Health and

Safety departments. Ms Geoffroy holds a Master of Laws (LLM) from Paris XI University (France), a Lawyer-

Linguist Master from ISIT (Paris, France), a law degree from Philipps University (Marburg, Germany) and a

Master of Laws (LLM) from McGill University Institute of Air and Space Law (Montreal, Canada). She was

appointed as People Officer in 2025.

András Szabó, Network Officer

Mr. Szabó joined Wizz Air in 2016 and currently holds the position of Network Officer, overseeing the

Group’s Network strategy and development, Scheduling, Slots and Airport development functions. During his

tenure at Wizz Air he held various commercial and financial roles, including Head of Fleet Acquisition and

Head of Network. Before joining Wizz Air he gained experience at Deloitte Central Europe in the fields of

M&A Advisory and Corporate finance. Mr. Szabó holds a Master’s degree in Finance, as well as Bachelor’s

degrees in International Relations and in International Business, each from Corvinus University of Budapest.

Julia Brix, Supply Chain Officer

Ms. Brix joined Wizz Air in 2020 as Head of Technical Services bringing with her more than 15 years of MRO

aviation experience. She was appointed to Supply Chain Officer in 2025, overseeing Fleet Acquisition, Asset

Financing, Technical, Fuel and General Procurement. She trained as a German Economist prior to joining

Wizz Air. Since 2024, she has worked as Head of Fleet Acquisition, designing and executing the fleet

strategy and financing aircraft and major components. Prior to joining Wizz Air, she held various positions at

Lufthansa Technik AG in Controlling, Business Development and Sales in Germany, USA and Singapore. Ms

Brix holds a Bachelor of Arts degree in Economics from the Hamburg School of Business Administration.

Nóra Viktória Rabe, Corporate and ESG Officer

Ms Rabe joined Wizz Air in 2022 as General Counsel, managing the airline’s legal and regulatory functions.

Prior to joining Wizz Air, she spent 11 years at HungaroControl - Hungarian Air Navigation Services, initially

as Head of the Legal and Regulatory Unit and Deputy to the Chief Legal Officer, and later as Chief Legal

Officer. Earlier in her career, she gained professional experience at Malév Hungarian Airlines as legal

counsel. Ms Rabe holds degrees from Pázmány Péter Catholic University and Corvinus University of

Budapest. The legal, government affairs, corporate communications and ESG teams have reported directly

to Ms. Rabe since February 2026. In addition to leading those teams, she performs the role of Corporate

Secretary to the Board of Directors.

Yvonne Moynihan, Managing Director of Wizz Air UK

Ms Moynihan joined Wizz Air in July 2022 as Corporate Officer and Corporate Secretary to the Board of

Directors, leading the Legal, Regulatory and Government Affairs functions. She took over ESG in March 2023

and Corporate Communications in July 2024. Ms Moynihan is an Irish lawyer with Law degrees from

University College Cork and The Honourable Society of Kings Inns. She has practised as a litigator in the

Irish Courts and held roles as a researcher for the Irish Superior Courts and the European Court of Justice.

Ms Moynihan pivoted into aviation and has a track record in the low-cost industry, having held legal roles in

Ryanair and Vueling, where she held the position of General Counsel and Board Secretary.

Mauro Peneda, Managing Director of Wizz Air Malta

Mr Peneda joined Wizz Air in 2022 as Head of OCC, and was promoted to Managing Director of Wizz Air

Malta Limited from 1 October 2024. Before joining Wizz Air, he served seven years at the LATAM Airlines

Group, where he was most recently the Airports Director of LATAM Brazil. Prior to his time at LATAM, he held

positions with consultancy companies. Mauro holds an MSc in Civil Engineering Instituto Superior Técnico,

Lisbon and an MSc in Complex Transport Infrastructure Systems jointly from Instituto Superior Técnico,

Lisbon and MIT and a Postgraduate Degree in Business Administration from Fundação Dom Cabral, São

Paulo, Brazil.

Wizz Air Holdings Plc Annual Report and Accounts 2026 58

GOVERNANCE

Attendance at Board meetings

The following table sets out the attendance by Directors at the Board and Committee meetings held during

the 2026 financial year. For completeness, the total for each Director represents the total number of

meetings during the year.


	Board attended/total	Audit and Risk attended/ total	Remuneration attended/total	Nomination and Governance attended/total	Sustainability and Culture attended/total	Safety, Security and Operational Compliance attended/total	Financial Performance attended/ total
Executive Director
József Váradi	7/7*	6/6*	7/7*	7/7*	6/6*	6/6*	3/3
Non-Executive Directors
William A. Franke	6/7			7/7
Stephen L. Johnson	7/7		7/7	7/7			3/3
Barry Eccleston	7/7		6/7	7/7		5/6
Andrew S. Broderick	7/7	6/6			6/6	6/6	3/3
Charlotte Pedersen	7/7					6/6
Charlotte Andsager	7/7			7/7	6/6
Enrique Dupuy de Lome Chavarri	7/7	6/6		6/7			3/3
Dr Anthony Radev	7/7		7/7		6/6
Anna Gatti	7/7	5/6	6/7
Phit Lian Chong	7/7	6/6

*The Executive Director was invited to attend these various Committee meetings to discuss certain matters, but did not have a

vote. Occasionally, Non-Executive Directors also attend meetings of Committees they are not a member of – these cases are

not reflected in this table.

Wizz Air Board of Directors

Wizz Air Holdings Plc Annual Report and Accounts 2026 59

GOVERNANCE

REPORT OF THE CHAIRMAN OF THE AUDIT AND RISK COMMITTEE


		“The Audit and Risk Committee ensures proper governance and oversight over the company risk environment, processes and controls, while maintaining high standards for the internal control environment.” Enrique Dupuy de Lome Chavarri Chairman of the Audit and Risk Committee

Introduction

Dear Shareholder,

I am pleased to present the

Audit and Risk Committee (ARC)

Report for the financial year

ended 31 March 2026 .

F26 was a year focusing

continuously on delivering

sustainable financial results, with

focus on the control

environment. We continued to

grow the number of passengers,

made further steps in un-

grounding the fleet as scheduled,

as well as protecting revenue

and market share in our key

geographic areas. We focused on

optimising the business by

delivering higher asset

utilisation, cost control as well as

further enhancements to our

hedging policy to accomplish this

result. We continued to deliver

on the strategy set in the

previous year, which is focused

on the Central and Eastern

Europe as our core region, as

well as providing connectivity

with key Western European

markets. This strategy and focus

have proven our resilience, as

evidenced in our response to the

Middle East crisis that started at

the end of February 2026.

Main functions of the

Audit and Risk Committee

The Audit and Risk Committee

focuses on developing leading

financial policies, practices,

internal controls and risk

management systems,

consistently evolving to improve

performance and controls as the

Company expands its fleet over

the next decade. Key recurring

topics that the Committee is

focused on are liquidity

management, hedging

strategies, financing,

counterparty risk, cyber risk

management, finance systems,

oversight of Internal Audit, Risk

Map covering key risks and

controls within the Company,

and our relationship with the

external auditors. These are

discussed bi-monthly in the Audit

and Risk Committee meetings,

after which I always provide a

Board update on the key issues

discussed in our meetings. In

addition to the members of the

Audit and Risk Committee, our

meetings are routinely attended

by the Group Chief Financial

Officer, Finance Operations

Officer, Digital Officer, Senior

Internal Audit Manager, the

Senior Audit Partner and other

senior members of the External

Audit team from our auditors,

PwC. In addition, other senior

executives are invited to attend

meetings, as required, to provide

the Committee with a deeper

level of insight on relevant

matters.

Membership, meetings

and attendance

The Committee consists of three

Non-Executive Directors,

appointed by the Board

according to experience,

commitment and capacity. The

Company Secretary acts as

Secretary to the Committee and

relevant members of the senior

leadership team are invited to

attend meetings.

The Corporate Governance Code

recommends that the Audit and

Risk Committee should comprise

at least three members, who

should all be independent

Non‑Executive Directors, and

that at least one member should

have recent and relevant

financial experience. During the

financial year ended

31 March 2026, the membership

of the Committee comprised

three members. Committee

Members and their attendance in

Audit and Risk Committee

meetings (attended / total) are

listed below:

a) Enrique Dupuy de Lome

Chavarri (Chairman).

Attendance: 7/7

b) Anna Gatti. Attendance: 6/7

c) Phit Lian Chong.

Attendance: 7/7

Stephen L. Johnson and Andrew

Broderick attend the Committee

as observers. The terms of

reference of the Committee are

available at:

https://wizzair.com/en-gb/

information-and-services/

investor-relations/governance/

board-committees

Wizz Air Holdings Plc Annual Report and Accounts 2026 60

GOVERNANCE

All the members are independent

Non-Executive Directors, have

appropriate knowledge and

understanding of financial

matters, and have commercial

expertise gained in industries

with similar characteristics,

giving the ARC as a whole

competence relevant to the

sector in which the Group

operates. No members of the

Committee have links to the

Company’s external auditors.

The Company therefore

considers that it complies with

the Corporate Governance Code

recommendation regarding the

composition of the Committee.

Activities

Risk management

Details of our governance

structure can be found in the

Emerging and Principal Risks and

Uncertainties section of this

Annual Report. While the Board

is responsible for the Group’s

risk management, the Audit and

Risk Committee supports the

Board by monitoring the

adequacy and effectiveness of

the Group’s systems and controls

to ensure they are effective and

operate as intended. This

Committee carries out the review

on behalf of the Board ensuring

that the Board maintains

effective oversight of financial

reporting and risk management

and that it deems the internal

controls to be sufficient and

effective, ensuring the long-term

integrity and viability of the

business. The day-to-day

management of risk is delegated

to the Leadership Team, which is

responsible for implementing risk

management procedures,

ensuring compliance with these

procedures and reporting back to

the Committee on risk exposures

and mitigation activities.

The Group’s comprehensive

Enterprise Risk Management

(ERM) process, which identifies

and collects risks within our risk

universe and groups them into

risk categories, allows risks to be

analysed for likelihood and

impact. In particular:

▶ each risk identified was

considered in detail in terms

of the inherent risk, existing

mitigating measures and

residual risk, along with a

determination of how each

risk should be dealt with in

accordance with the

Company’s risk appetite;

▶ the resulting risk register

was then used to prepare a

Principal Risk Report. Each

risk owner is required to

review each risk at least

semi-annually;

▶ key members of the

Company’s senior leadership

team review the risk register

as well as the emerging and

principal risks and

uncertainties report at least

semi-annually, and share

them with the Board;

▶ the Committee, among other

things, approves changes to

the emerging and principal

risks and uncertainties

report, including updates

and consequent mitigating

actions; and

▶ the principal risk report,

once approved by the

Committee, is delivered to

the Board as a whole for

approval.

The Committee reviews the

Company’s risk register twice a

year and assesses whether its

risk management systems align

with the Financial Reporting

Council’s (FRC) Guidance on Risk

Management, Internal Control

and Related Financial and

Business Reporting.

Both at the half-year and at the

year end the Committee

concluded that the Company’s

risk management and internal

control systems are in

accordance with applicable

guidance. No significant failings

or weaknesses were identified in

the review process.

Climate risks

The Company’s financial

disclosures follow the

recommendations established by

the Task Force on Climate-

related Financial Disclosures

(TCFD), for use by companies in

providing information to

investors and other stakeholders

about their climate-related

financial risks and opportunities.

Since F21, the Company’s

disclosures have been consistent

with the TCFD recommendations

and during F26 we further

improved our disclosures. These

improvements versus last year

include, amongst others:

▶ the continuous development

of our climate risk

assessment approach and its

effectiveness in supporting

the organisation’s resilience.

We continue to work with

expert sustainability and

climate consultants from

KPMG Hungary who support

our materiality and heat

mapping processes. Climate

risk assessment is a

recurring exercise, and

based on updated scientific

forecasts or new policies, the

risks and their impact

evaluation were revised.

Following qualitative scenario

analysis, based on TCFD

recommendations, the key

risks retained were also

quantified;

▶ the cooperation with third-

party sustainability

consultants Climate Partner

to assess Wizz Air’s

greenhouse gas inventory

and calculate its emissions

(Scope 1, 2 and 3) based on

recognised standards; and

▶ the appointment of a third

party, PwC Hungary, for the

limited assurance of the

Company’s carbon footprint

and greenhouse gas

emissions reporting for F26.

Wizz Air Holdings Plc Annual Report and Accounts 2026 61

GOVERNANCE

Cyber Risks Review

The Committee continued to

review regular updates from

management on the Company’s

position with respect to

cybersecurity and on the actions

implemented or planned to

mitigate cyber risks, even more

so given a continued rise in

cyber activity in the industry and

in the Company’s supply chain.

The Digital Officer provides an

update on cybersecurity at each

Committee meeting, with ad hoc

updates as needed. These

reports provide the Committee

with information on compliance

progress, cyber monitoring and

any notable incidents.

Internal Audit and effectiveness

The purpose of Wizz Air’s

Internal Audit function is to

provide independent, objective

assurance and internal

consulting services designed to

add value and improve the

operations of all the entities and

functions within the Group. The

Senior Internal Audit Manager is

responsible for the proper

operation of Wizz Air’s Internal

Audit function and actively

involves outsourced service

provider(s) to perform mainly

assurance projects, and to a

limited extent consulting

services.

The Internal Audit Plan

The Senior Internal Audit

Manager prepares a risk-based

plan of internal audits for the

upcoming year, which is

approved by the Audit and Risk

Committee.

This Internal Audit Plan covers:

▶ internal audits over

operational processes;

▶ fraud-specific audits to be

performed by the designated

Anti-fraud and Investigations

Manager under the

supervision of the Senior

Internal Audit Manager; and

▶ a periodic review of the

Internal Controls over

Financial Reporting (ICFR)

improvement project. The

plan is supervised by the

Senior Internal Audit

Manager, who reports

directly to the Chairman of

the Committee as well as

having an administrative

reporting line to the

Company’s Chief Financial

Officer.

Each audit and project is

preceded by a detailed scoping

and resource planning exercise,

which forms the basis of the

procedures. Following the

completion of an internal audit or

a fraud-specific audit, a report is

compiled which sets out the

findings, makes

recommendations for process

improvements and presents the

improvement actions already

undertaken by management.

These reports are submitted and

presented to the Audit and Risk

Committee for discussion, input

and approval. The Chairman

subsequently provides the Board

with details of the internal audit

and fraud investigation reports

completed.

Internal Audit tracks and verifies

that any recommendations as a

result of the Internal Audit Plan

or the external audit work are

being implemented, and reports

back to the Audit and Risk

Committee on the status of such

implementation.

To broaden the perspective of

the Internal Audit function, Wizz

Air has been a member of the

International Association of

Airline Internal Auditors (IAAIA)

since January 2024, to exchange

information on challenges and

best practices. The association

offers many benefits with the

membership, such as an audit

tool licence, benchmarks specific

to the airline industry, key

Internal Audit department

initiatives across education,

automation and methodology

pillars, and audit plan priorities.

Based on all the interactions with

the Senior Internal Audit

Manager and the reviews of the

internal audit work, the

Committee concluded that the

Company’s Internal Audit

function is effective in the

context of the Company’s overall

risk management system.

Anti-Fraud

Wizz Air’s Anti-Fraud function

continued developing its anti-

fraud framework to be aligned

with international anti-fraud

requirements and good

practices.

The Anti-Fraud and

Investigations Manager functions

as the second line of defence

while monitoring and supporting

other Wizz Air personnel and

departments in ensuring that

business operations and

operational tasks are performed

in alignment with the established

anti-fraud programme and

policy.

To complement the development

of our anti-fraud framework, we

decided to enter the European

Airlines Fraud Prevention Group

and the Anti-Fraud and

Investigations Manager

increased her involvement in the

UK Airlines Fraud Forum as well

to exchange information on

challenges and best practices.

The regular meetings focus on

discussing fraud trends and

exploring methods to counter or

prevent emerging fraudulent

activities.

Reporting procedures and

controls

Management is responsible for

internal controls over financial

reporting for the Group. Each

month a summary of the Group’s

financial results (actual and

forecast) is shared. At least

annually, the Board reviews the

strategic plan for the Company

and, following that strategic

review, conducts an assessment

of the mid-term financial plan for

the Company separately.

The controls over the integrity of

financial reports include,

amongst others, reconciliation of

key balances, variance analysis

to forecast and previous-year

results, as well as review

meetings within the Finance and

Accounting team and with the

respective business owners,

including the Leadership Team.

Wizz Air Holdings Plc Annual Report and Accounts 2026 62

GOVERNANCE

The Annual Report is produced

by the Group Accounting team

based on the reports from

several departments across the

Company, including Investor

Relations, Financial Planning and

Controlling, Treasury, Internal

Audit, Legal, HR, Corporate

Office, Commercial and

Customer Experience,

Sustainability and Operations.

Their submissions are reviewed

thoroughly prior to inclusion,

independently validated by the

Accounting team and reviewed

by the respective Officers.

The Company has continued

working to improve its financial

reporting operation with a focus

on digitalising manual

transactions allowing a higher

pixelation of data and shorter

lead times, leveraging the

opportunities highlighted as part

of the Company’s ICFR

improvement project and some

of the best technology available.

During F26, designing of the

main elements of the ICFR and

Material Controls policy –

including Roles and

Responsibilities, control self-

assessment, issue reporting and

tracking – was completed.

Implementation of the roles and

self-assessment process is in

progress. The advisor (KPMG)

completed the design

documentation of the ICFR

controls identified during the

process interviews, and review of

the controls is in progress by

Management. During F27, KPMG

will continue to provide

consultancy services regarding

the ongoing ICFR improvement

and Material Controls project

supporting management and the

Audit and Risk Committee to

maintain effective oversight on

financial reporting, risk

management and effective

internal controls, and to prepare

for and adopt the improved FRC

internal control, assurance and

resilience requirements over the

course of F27.

Financial information flow

An annual operating plan (OP) is

produced and monthly results

are reported against this. The OP

is prepared using a bottom-up

approach, determined by a high-

level assessment of market and

economic conditions. The Audit

and Risk Committee reviews the

OP and provides comments and

recommendations to the Board

from the perspective of accuracy

and appropriate financial and

market risks.

Management performs a Group

consolidation monthly with a

month-end pack that includes

the income statement, balance

sheet analysis along with key

performance indicators and a

cash flow statement for every

quarter end, which are reviewed

by the Leadership Team and the

Board. Actual results are

compared against the Group’s

plan and a monthly forecast is

prepared and compared against

both the plan and the prior

forecast. A narrative is provided

by management to explain

significant variances.

The Audit and Risk Committee

reviews and approves all interim

and annual financial statements,

as well as the content of the

Company’s Annual Report. The

Company’s external auditors

provide the Audit and Risk

Committee with a briefing on

any issues arising during their

audit. The Committee also

reviews and approves any

regulatory announcements that

are made in connection with

such financial information. It is

only after the Committee’s

approval that statements are put

to the Board as a whole for

approval.

With regard to our reporting

procedures and the financial

controls over these procedures,

the Committee concludes that

the Company produces

comprehensive financial

statements and other financial

reporting and disclosures,

leveraging adequate and

effective reporting processes,

systems and controls.

Assess the Group’s going

concern and viability statements

The Directors must satisfy

themselves as to the Group’s

viability and confirm that they

have a reasonable expectation it

will continue to operate and

meet its liabilities as they fall

due. The period over which the

Directors have determined it is

appropriate to assess the

prospects of the Group has been

defined as three years, aligned

with the mid-term plan. In

addition, the Directors must

consider if the going concern

assumption remains appropriate.

The Committee reviewed

management’s schedules

supporting the going concern

assessment and viability

statement.

These included the Group’s Mid-

Term Plan (MTP) and cash flow

forecasts for the period to March

2029. The Committee discussed

with management the

appropriateness of the three-

year period, and discussed the

correlation with the Group’s

principal risks and uncertainties

as disclosed on pages 19 to 27.

The feasibility of mitigating

actions and the potential speed

of implementation to achieve any

flexibility required were

discussed. Scenarios covering

events that could adversely

impact the Group were

considered. The Committee

evaluated the conclusions over

going concern and viability and

the proposed disclosures, and

satisfied itself that the Annual

Report and Accounts

appropriately reflect the

conclusions.

Wizz Air Holdings Plc Annual Report and Accounts 2026 63

GOVERNANCE

Relationship with external

auditors

With the completion of the F26

audit, PricewaterhouseCoopers

LLP have been the auditors of

the Company for 19 years

uninterrupted, covering the

years ended 31 March 2008 to

31 March 2026. The Committee

carefully considered the

performance of the external

auditors and the quality and

effectiveness of the external

audit process. In line with the

FRC’s Audit Quality Practice Aid

for audit committees, the

Committee reviewed materials

from independent sources,

including the Adviser Rankings

Guide, to gain additional insights

into the effectiveness and quality

of the external auditors.

As a normal responsibility of the

Audit and Risk Committee, we

have regular correspondence

and discussions with the

engagement partner of the

Group’s external auditors, Mr

Jason Burkitt, of

PricewaterhouseCoopers LLP

(PwC), outside the formal cycle

of Committee meetings.

External audit plan and fees

The Committee approved the

fees to be paid and the external

audit plan for the F26 financial

year, and reviewed the reports

of the auditors on the half-year

review and annual audit.

The audit of the F26 financial

statements and the review of the

half-year financial statements

were all completed on time and

to a high standard, and

addressed the key issues arising

from the Company’s business

that could have a material

impact on the financial

statements.

The Committee had a number of

interactions with PwC during the

audit process and obtained

feedback from the Group Finance

team on their performance.

Based on this the Committee

noted that PwC’s focus was

aligned to their audit plan, which

the Committee had previously

approved. The Committee is

satisfied that PwC appropriately

challenged management during

the audit process, robustly but

constructively, and remained

sceptical in their approach as

well as reporting their findings

transparently to the Committee.

External audit non-audit

services and independence

A primary focus of the

Committee is to ensure the

independence of the Company’s

external auditors. The

Committee reviewed the

independence letter of the

auditors and considered, in

particular, the non-audit services

performed and the non-audit

fees paid to the external auditors

during the year (see Note 7 to

the financial statements). The

Audit and Risk Committee was

satisfied that non-audit services

and fees did not compromise the

objectivity and independence of

the auditors. Furthermore, non-

audit fees have been on a

declining trend for several years,

both in terms of their absolute

amount and as a proportion to

audit fees. As a result, non-audit

fees earned by PwC in F26 were

materially less than the audit

fees. Details of non-audit fees

paid to the auditors are set out

on page 139.

The last external audit services

tender was conducted in the

summer of 2017, when

PricewaterhouseCoopers LLP

were re-appointed to perform

the external audit for five years

(2018–2022). The Company

confirms compliance with the

provisions of the Statutory Audit

Services for Large Companies

Market Investigation Order 2014

relating to tendering. The

Company tested the market

early again in 2021 and

concluded that PwC will be

proposed to remain as auditors

until F27 and the next tender

process will be scheduled during

calendar year 2026, to award

the auditors in charge for the

year ending 31 March 2028. This

tender process is currently in

progress.

Significant matters relating to

the Annual Report

In the course of preparing the

Company’s financial statements,

the following issues, among

others, were considered by the

Committee, relying on its

professional and industry

experience, and constantly

challenging management’s

judgement:

▶ The continued uncertainty

around the geopolitical

situation including the

impact on commodity

markets required a review of

the going concern

assumptions and the viability

statement. The Committee

participated in reviews and

analysis of the assumptions

and methodologies used by

management in undertaking

the work required to provide

the forecasts to underpin the

going concern and viability

statements.

As a result of the

assumptions, methodology

review and discussions with

the management, the

Committee determined that

the positions adopted by

management on these issues

were appropriate.

▶ The review of the hedging

policy for jet fuel purchases

and associated USD foreign

exchange exposure for the

Company. The Board

approved a reinstatement of

its hedging policy in F23 and

this remains in effect. The

Committee is briefed each

time management proposes

adding additional hedges,

including the details of such

hedges, the conformity of

these hedges with policy and

the achieved outcome of any

prior approved hedge

requests. The policy and its

efficacy are reviewed at each

Committee meeting. The

policy and established

process have proven to be

efficient and important at a

time of increased fuel and FX

volatility caused by the

Middle East crisis towards

the end of F26.

▶ The review of cross currency

interest rate swap contracts

that are used to manage

currency risk stemming from

USD lease liability exposure,

following the Board’s

approval in October 2024 of

a USD Lease Liabilities

Economic Hedging Policy.

Wizz Air Holdings Plc Annual Report and Accounts 2026 64

GOVERNANCE

▶ Capital commitments and

financing: the Committee

undertook a detailed review

of the Company’s capital

commitments. The

Committee and the Board of

Directors reviewed in detail

the working capital

assessment led by the

Company and noted that

management had secured,

or will generate, sufficient

trading cash flow over the

term covered by the going

concern period to meet its

obligations as they fall due.

▶ The Committee reviewed

treasury risk management

policies and suggested

enhancements around

controls over counterparty

credit limits.

▶ The Committee reviews the

status of the Company’s

tax returns and tax audits

in the key jurisdictions it

operates in.

▶ The impact of the latest

Middle East crisis: The

Committee increased its

scrutiny towards the Group’s

financial forecasts, execution

of hedging policy steps and

discipline in cash flow

preservation.

The Committee also considered

whether the Annual Report, as

written by the respective

business or subject-matter

owners, taken as a whole, was

fair, balanced and

understandable, and whether it

provided the necessary

information for Shareholders to

assess the Company’s financial

position, performance, business

model and strategy. In reaching

its judgement the Committee

reviewed all the issues that had

been raised by both

management and the external

auditors during the audit process

and at other times during the

year, and debated whether they

had been fully, fairly and clearly

disclosed and discussed in the

Annual Report. The Committee

also considered whether

appropriate emphasis was placed

on each issue. At the conclusion

of this process the Committee,

together with Company

Management and Board of

Directors, determined that the

Annual Report taken as a whole

is indeed fair, balanced and

understandable, and

recommended it to the Board for

approval.

Other matters considered and

monitored during the year

▶ The Company repaid its EUR

bond in January 2026.

▶ The Company renewed the

Euro Medium Term Note

Program with the total

amount of EUR 3bn, for the

possibility of future EUR

Bond issuance in December

2025.

▶ The Company’s revised

aircraft delivery and PDP

payment profile with Airbus.

▶ The Company’s credit rating

with Fitch was downgraded

to BB, and the credit rating

by Moody’s to Ba2.

▶ Work continues on anti-fraud

and ICFR matters, as well as

Provision 29 Compliance,

identifying and implementing

further defense processes

and framework in these

matters. The anti-fraud

framework focuses on

further strengthening the IT

solutions in prevention and

identification of fraud (e.g.

payment systems and card

fraud prevention). The Audit

and Risk Committee was

presented regularly with

progress in this matter.

▶ Cyber Security – compliance

with NIS2 framework,

introduction of new controls

and processes under Cyber

Security programs. Specific

controls related to access

management, software

development lifecycle,

vulnerability management

have been added and are

monitored, strengthening the

Company’s Cyber defense

mechanism. The Committee

receives regular reports on

the progress made in this

area.

▶ Future UK Code framework

(Material Risk and Control

concept) – material risk

identification, through

aggregation of risks collected

in the ERM cycle, was

performed. The focus has

been placed on developing a

detailed plan outlining the

roadmap and key

deliverables to achieve

compliance with Provision 29

of the UK Corporate

Governance Code.

▶ The Committee was

regularly briefed on matters

pertaining to Pratt & Whitney

engine performance

challenges and agreements

negotiated to mitigate the

costs to the Company.

Enrique Dupuy de Lome

Chavarri

Chairman of the Audit

and Risk Committee

11 June 2026

Wizz Air Holdings Plc Annual Report and Accounts 2026 65

GOVERNANCE

REPORT OF THE CHAIR OF THE SAFETY, SECURITY AND

OPERATIONAL COMPLIANCE COMMITTEE


		“Aviation safety is of utmost importance, particularly during periods when the industry is under heightened scrutiny. The Committee has actively promoted the sharing of knowledge and best practices.” Charlotte Pedersen Chair of the Safety, Security and Operational Compliance Committee

Dear Shareholder,

I am pleased to present the

report of the Wizz Air Safety,

Security and Operational

Compliance Committee for the

year ended 31 March 2026. This

report outlines the various tasks

and initiatives undertaken by the

Committee throughout the year.

The Wizz Air Group comprises

three airlines and Aircraft

Operator Certificates (AOCs)

with individual safety

responsibilities, regulatory

frameworks and reporting

obligations. There is also a newly

established central organisation

(Wizz Air Aviation Services

(WAAS)), which provides CAMO,

Engineering, Maintenance &

Technical services to Wizz Air

Hungary and Wizz Air Malta, and

support services to Wizz Air UK,

which operates its own CAMO

function.

The respective AOCs are

regulated by the European Union

Aviation Safety Agency and the

UK Civil Aviation Authority. The

Committee reviews the Group’s

safety management systems and

standards in respect of AOC

structures, which include a

rigorous focus on aviation safety

and security, ensuring

compliance with all regulatory

frameworks and maintaining the

highest standards of operational

integrity.

Ensuring safety is central to Wizz

Air’s operations and stands as

our utmost priority. In the

current fiscal year, Wizz Air was

proud to be recognised as one of

the safest airlines in the world by

AirlineRatings.com – ranking

among the top ten safest low-

cost airlines globally, and within

the top three in Europe. Wizz Air

was also awarded the prestigious

IOSA SEMS certification,

achieving the highest possible

entry level.

At Wizz Air, safety remains our

foremost commitment. The

Committee recognises the

Group’s mature safety culture,

underpinned by well developed

Safety Management Systems

across all Group Airlines. It

further acknowledges the active

sharing of knowledge and best

practices within the Group, in

alignment with leading industry

standards, as well as the

systematic review of external

aviation events occurring during

the reporting period to identify

opportunities for continuous

improvements.

The robust reporting practices

within the organisation reflect a

strong commitment to aviation’s

Just Culture, enhancing our

confidence in the Company’s

safety management system. This

has been evident from the

standing reports of the AOC

Managing Directors of the

Company at each Committee

meeting.

The Company continued to

navigate operational disruptions

arising from ongoing geopolitical

tensions across its network. In

particular, conflicts in the Middle

East necessitated periodic

adjustments to flight operations

to ensure the safety of

passengers and crew. While

these disruptions were managed

proactively, they underscored

the persistent challenges posed

by regional instability and the

importance of agile and

responsive operational planning.

The Committee, in collaboration

with the Group Managing

Director, Chief Operations

Officer, Central Operations

Officer, Safety, Security and

Compliance Managers, and the

Managing Directors of the AOCs,

plays an important supporting

role in maintaining the Group’s

strong safety record. The

Committee supports the Board

by focusing on the Group’s

policies, practices, objectives and

performance in relation to

safety, security and operational

compliance. This focus is

particularly valuable during

periods of geopolitical instability,

and in the context of significant

change projects, e.g. network

expansion, volume growth,

system changes, AOC closure,

introduction of new aircraft type,

namely the Airbus A321NEO XLR

aircraft, which was inducted into

the airline in May 2025.

Wizz Air Holdings Plc Annual Report and Accounts 2026 66

GOVERNANCE

In my capacity as Chair, I ensure

the Board receives regular

updates and that all Directors

are equipped with relevant

safety-related materials and

information. This supports

informed oversight and facilitates

robust knowledge sharing across

key areas including safety,

security, regulatory compliance

and the performance of the

Group’s Safety Management

System, encompassing

Compliance Monitoring.

Membership, meetings

and attendance

• Charlotte Pedersen (Chair)

• Barry Eccleston

• Andrew S. Broderick

The Committee consists of

three Non-Executive Directors,

appointed by the Board

according to experience,

expertise and capacity.

The Company Secretary acts

as Secretary to the Committee

and relevant members of the

senior leadership team, and the

different AOCs are invited to

attend meetings.

The terms of reference of the

Committee are available at:

https://wizzair.com/en-gb/

information-and-services/

investor-relations/governance/

board-committees.

The Committee convened six

times during the year focusing

on the following key activities:

• received regular updates on

risks related to airspace

security and geopolitical

matters;

• received regular updates on

the measures implemented to

mitigate the impact of aircraft

groundings resulting from the

Pratt & Whitney engine recall;

• reviewed the risk management

framework associated with the

implementation of new

operational systems;

• reviewed the safety objectives’

achievements for F25 and the

plan for F26, encompassing

growth risk management,

winter performance and the

CAMO organisation;

• received regular reports on

safety performance, audit

findings and incidents; and

• received regular updates from

the AOC Managing Directors.

Key activities

Operational stability

The Committee was pleased to

oversee significant

improvements in the stability of

the Group’s operations, which

contributed to robust operational

results and ultimately reduced

disruption for its valued

customers. Notable

improvements were recorded in

both completion rates and on-

time performance. The

Committee commended the

Company’s internal initiatives to

drive operational performance,

such as Every Minute Matters

and the newly established

ground-handling academy.

The Company continues to face a

unique operational challenge

arising from the engine recall by

its engine supplier, Pratt &

Whitney, resulting in the

grounding of a number of

aircraft. The management of

engine removals and inspections,

together with the mitigations

introduced to ensure the

continued safety of operations,

remains a standing agenda item

at each Committee meeting. The

Committee also directed

attention towards operational

readiness for growth, in

anticipation of the resolution of

the Pratt & Whitney engine

supply issues.

Risk management

The Committee received regular

updates on safety risks and

incidents, including how these

were addressed by the Group

and the respective AOCs. It also

assessed the effectiveness of

risk-mitigation strategies and the

corrective actions implemented

in response to audit findings.

The Committee’s recognition of

the strong reporting levels to the

Board reflects the Company’s

dedication to safety,

transparency, and a culture of

continuous improvement. It

further demonstrates the

collective commitment to

building a safer and more

resilient aviation environment

across the Group.

Security challenges

The Committee received regular

updates on the ongoing

monitoring and risk management

efforts concerning physical

security threats, particularly in

light of the Group’s network

proximity to active conflict

zones. During the reporting

period, operations to a number

of affected destinations in the

Middle East were temporarily

suspended as a precautionary

measure. Throughout the period

of suspension, management

consistently briefed the

Committee on security

evaluations and actively

coordinated with the relevant

safety and regulatory authorities.

The Committee was fully assured

that the safety of Wizz Air’s

crews and passengers remains

the foremost priority across all

operations.

The Company continued to

monitor developments in Ukraine

closely, where the airspace

remains closed as at the date of

reporting. The Committee was

briefed on the Company’s

contingency plans for a potential

ceasefire scenario. Engagement

with key Ukrainian stakeholders

– including airport authorities,

the civil aviation authority,

relevant ministries and air

navigation service providers –

remained ongoing. The

Committee also received regular

updates on security assessments

and operational reviews to

support a safe and timely return

to service when conditions

permit.

Going forward

The Committee will maintain its

focus on the development and

implementation of policies,

standards and processes aligned

with global best practices in the

airline industry, particularly in

view of the Group’s continued

expansion into new regions

characterised by diverse

regulatory environments.

Wizz Air Holdings Plc Annual Report and Accounts 2026 67

GOVERNANCE

In the forthcoming financial year,

the Committee will continue to

provide oversight of safety and

security risks, particularly in light

of ongoing geopolitical

developments. In addition, the

Committee intends to assess the

operational and compliance risks

associated with the anticipated

acceleration of growth following

the resolution of the Pratt &

Whitney engine supply issue.

In closing, I would like to

express my sincere gratitude to

the exceptional people of Wizz

Air, whose dedication and

professionalism continue to be

the foundation of our success. In

particular, I wish to recognise

the Group Operations team, the

Training Department, and AOC

management whose unwavering

commitment to operational

excellence and safety has been

instrumental in delivering a safe

and reliable service to our

customers. Their resilience and

dedication in navigating the

significant challenges posed by

engineering disruptions and

geopolitical developments, is a

testament to the outstanding

calibre of our people and the

strength of our safety culture.

Charlotte Pedersen

Chair of the Safety,

Security and Operational

Compliance Committee

11 June 2026

Wizz Air Holdings Plc Annual Report and Accounts 2026 68

GOVERNANCE

REPORT OF THE CHAIRMAN OF THE NOMINATION AND

GOVERNANCE COMMITTEE


		“Over the past year, the Committee continued to play a key role in strengthening governance practices and supporting leadership development across the Group.” William A. Franke Chairman of the Nomination and Governance Committee

Introduction

Dear Shareholder,

I am pleased to present the

Nomination and Governance

Committee Report for the

financial year ended 31 March

2026. Over the past year, the

Committee continued to play a

key role in strengthening

governance practices and

supporting leadership

development across the Group.

While there were no changes to

the overall composition of the

Board during the year, the

Committee approved several

important enhancements to

Board roles and senior leadership

structure.

The Nomination and Governance

Committee assists the Board in

fulfilling its responsibilities

related to Board and senior

management composition. This

includes evaluating the balance

of skills, experience and

knowledge; reviewing Board

structure and effectiveness; and

overseeing succession planning

and appointments. The

Committee makes informed

recommendations to ensure

strong, diverse and future-ready

leadership.

We are satisfied that the

composition of the Board aligns

with the gender diversity and

ethnic representation objectives

outlined in the UK Listing Rules,

the FTSE Women Leaders

Review, and the Parker Review.

The Committee conducted an

internal evaluation of the

effectiveness of the Board, its

Committees, members and

processes in accordance with

corporate governance standards.

Further details of the reviews,

conclusions and

recommendations can be found

on page 46.

Membership, meetings

and attendance

• William A. Franke (Chairman)

• Charlotte Andsager

• Barry Eccleston

• Enrique Dupuy

The Committee consists of four

Non-Executive Directors with

three of the Directors being

independent. Stephen L. Johnson

attends the Committee as an

observer. The Company

Secretary acts as Secretary to

the Committee and relevant

members of the senior

leadership team are invited to

attend meetings.

The terms of reference of the

Committee can be found at:

https://wizzair.com/en-gb/

information-and-services/

investor-relations/governance/

board-committees.

The Committee had seven

meetings during the year

and focused on the following

activities:

• reviewed and approved

changes to the Board

Committees;

• approved changes to the

senior leadership team and

new Officer appointments;

• commenced an annual Board

review process; and

• considered talent, succession

planning and diversity of the

senior leadership team.

Key activities

Board composition

In accordance with the UK

Corporate Governance Code, the

Committee considered and

proposed the establishment of a

non-statutory Financial

Performance Committee to the

Board. Andrew S. Broderick was

appointed as member and Chair,

while Enrique Dupuy de Lome

Chavarri was appointed as a

member of the Financial

Performance Committee.

Stephen L. Johnson was

appointed as an observer of the

Financial Performance

Committee.

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GOVERNANCE

Management changes

During the year, the Committee

oversaw a number of changes

within the senior leadership

team, combining internal

mobility with targeted external

recruitment. Ian Malin

transitioned from Chief Financial

Officer to Chief Commercial

Officer, and was succeeded by

Veronika Spanarova, who joined

the Company as Chief Financial

Officer. Marion Geoffroy moved

from her role as Managing

Director of Wizz Air UK to People

Officer. Yvonne Moynihan,

previously Corporate & ESG

Officer, was appointed as

Managing Director of Wizz Air

UK, while Nóra Viktória Rabe was

promoted from Head of Legal

and General Counsel to

Corporate & ESG Officer. Julia

Brix was promoted from Head of

Fleet Acquisition to the newly

established Supply Chain Officer

role. Andras Szabó advanced

from Head of Network East to

Commercial Officer for Central

and Eastern Europe and the

Middle East, and later in the year

assumed the role of Network

Officer. Piotr Trawka transitioned

from Commercial Officer Western

Europe to Revenue Officer.

Re-election

In accordance with the UK

Corporate Governance Code and

the Company’s articles, each

Director is required to retire by

rotation and seek election or re-

election annually at the

Company’s AGM. The Board,

with the support of the

Committee, recommends the re-

election of all Non-Executive

Directors at the upcoming AGM.

The Committee and Board are

satisfied that the Non-Executive

Directors have discharged their

duties effectively and

demonstrate the requisite mix of

skills and time commitment

relevant.

External appointments

After a Director is appointed, any

proposed additional external

roles are subject to review by

the Committee. The purpose is

to ensure that these additional

responsibilities will not hinder a

Director’s ability to fulfil their

role within the Company.

The Board also regularly

assesses Directors’ interests and

commitments during Board

meetings. Based on this

evaluation, it has determined

that each Non-Executive Director

has adequate time to fulfil their

duties, considering their external

appointments and commitments.

Induction and training

Our standard induction

procedures for newly appointed

Directors involve personalised

meetings with senior executives.

Additionally, Directors visit the

headquarters in Budapest.

The induction programmes are

customised to align with each

Director’s unique background

and experience. These

procedures complement existing

practices, where Non-Executive

Directors engage in relevant

business activities such as

employee interactions, and

participation in brand events.

Diversity and inclusion

Consistent with the Company’s

Diversity and Inclusion Policy,

the Board and Committee are

committed to improving diversity

on the Board as well as

supporting female representation

on the Board and senior

leadership team. Due

consideration is afforded to all

aspects of diversity, including

gender and social and ethnic

backgrounds. The Committee is

mindful of the recommendations

of the Financial Conduct

Authority, the UK FTSE Women

Leaders Review and the Parker

Review. In line with the

Company’s policy on diversity,

new appointments to the Board

will track best practice

guidelines.

The Board has 36 per cent

female representation, two of

whom are Chairs of the

Sustainability and Culture

Committee and the Safety,

Security and Operational

Compliance Committee,

respectively. The Senior

Independent Non-Executive

Director is also a female. The

Board also complies with the

requirement to have at least one

Director reflecting ethnic

diversity. The Committee is

pleased to confirm the latter

objective has been met with the

appointment of Phit Lian Chong.

Diversity and inclusion are

embedded in the senior

management’s incentive

programme; the Committee

recognises the value of broader

diversity including nationality.

With over 100 nationalities

already working for the Company

– and with eight nationalities

represented on the Board and

eleven on the Company’s strong

Leadership Team – the

Committee will continue to

ensure that the Company

remains a diverse organisation

that represents the communities

both within the Company and

those we serve.

In March 2026, to celebrate

International Women’s Day, the

Company continued its Women

on Air event, to promote gender

diversity in the aviation industry

and to support and thank the

accomplished female leaders in

various roles within Wizz Air. The

event underscores Wizz Air’s

broader commitment to fostering

diversity and inclusion.

William A. Franke

Chairman of the Nomination

and Governance Committee

11 June 2026

Wizz Air Holdings Plc Annual Report and Accounts 2026 70

GOVERNANCE

DIRECTORS’ REMUNERATION REPORT


		“Management has implemented decisive strategic actions to strengthen the long-term positioning of the Group … Throughout the year the Company remained focused on improving operational resilience, maintaining financial discipline and allocating capital and capacity to those markets where Wizz Air’s ultra-low-cost model can generate sustainable returns.” Barry Eccleston Chair of the Remuneration Committee

Introduction

Dear Shareholder,

I am pleased to present the Directors’ Remuneration Report (“DRR”) for the financial year ended

31 March 2026 (F26). This report includes a detailed account of how we implemented the Company’s

Remuneration Policy over the past financial year and the planned policy implementation for the financial year

ending on 31 March 2027 (F27). For ease of reference, the Remuneration Policy as it was presented and

approved by Shareholders at the 2024 AGM held on 25 September 2024 is also included in full.

Over the past twelve months, management has implemented decisive strategic actions to strengthen the

long-term positioning of the Group while navigating the operational constraints that have affected the

aviation industry more broadly. Throughout the year the Company remained focused on improving

operational resilience, maintaining financial discipline and allocating capital and capacity to those markets

where Wizz Air’s ultra-low-cost model can generate sustainable returns.

A number of important strategic decisions were communicated to investors during the year. In July 2025,

the Company announced the decision to cease operations of its Middle Eastern joint venture, Wizz Air Abu

Dhabi, with flights ending on 1 September 2025. The decision followed a review of the operating

environment in the region, which had become increasingly challenging due to geopolitical instability,

regulatory constraints and operational factors that limited the long-term viability of the low-cost model in

that market. Management concluded that resources would be better deployed in the Company’s core

European markets, where the Group continues to see stronger structural growth opportunities.

The year also saw continued optimisation of the Company’s European network. In September 2025,

following a strategic review of the Austrian market, the Company announced the phased closure of its base

at Vienna, with operations gradually winding down between October 2025 and March 2026. The decision

reflected rising operating costs and intense competition in the market and forms part of the Company’s

broader strategy of redeploying aircraft into markets where the Company’s cost advantage and network

strength provide greater long-term potential.

At the same time, the Group continued to expand its footprint in several high-growth regions. During the

year, Wizz Air opened new bases in Yerevan, Bratislava and Tuzla, strengthening the Company’s presence in

Central and Eastern Europe and the Caucasus. The launch of the Yerevan base in particular represented an

important step in expanding connectivity between the region and Western Europe, with the base supporting

multiple new routes and increased seat capacity.

Operationally, the year continued to be shaped by the industry-wide supply-chain constraints and engine

maintenance requirements that have affected the Airbus A320neo family across multiple airlines. As

previously communicated to investors, a portion of the Group’s fleet remained temporarily grounded due to

ongoing maintenance requirements associated with the geared turbofan engines, although the number of

aircraft grounded has continued to decrease year-on-year.

Against this backdrop, the Company also achieved several important milestones. During the year the Group

welcomed the delivery of its 250^th aircraft, further reinforcing Wizz Air’s position as one of Europe’s fastest-

growing airlines with one of the youngest and most fuel-efficient fleets in the industry. Fleet modernisation

remains a key component of the Company’s strategy, supporting both cost leadership and sustainability

objectives.

Wizz Air continued to demonstrate the resilience of its ultra-low-cost business model, maintaining strong

liquidity and balance sheet strength while carefully managing capacity growth.

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GOVERNANCE

The Committee considered this context carefully when assessing remuneration outcomes for the year. The

Committee believes that the actions taken by management over the past twelve months have strengthened

the foundations of the business and positioned Wizz Air to benefit from future growth opportunities in its

core markets. As in previous years, the Company’s remuneration framework remains strongly aligned with

the principle of pay for performance. A substantial proportion of executive remuneration remains variable

and linked to a balanced scorecard of financial, operational and strategic metrics, ensuring alignment

between Management incentives and shareholder outcomes.

As previously approved by Shareholders, the Committee will continue implementing the revised Long-Term

Incentive Plan structure in F27 as well. This revised structure introduces a balanced mix of performance-

based and restricted share awards, which the Committee believes appropriately balances the need to retain

and motivate the executive leadership team while maintaining strong alignment with shareholder interests.

Key activities

“The Committee will continue implementing the revised Long-Term

Incentive Plan structure in F27 as well. This revised structure

introduces a balanced mix of performance-based and restricted share

awards, which the Committee believes appropriately balances the

need to retain and motivate the executive leadership team while

maintaining strong alignment with shareholder interests.”

Workforce engagement

The Company’s operational performance continues to be underpinned by the commitment, resilience and

professionalism of its workforce, particularly in navigating ongoing geopolitical and supply‑chain

challenges. As the Company continues to grow strongly and progresses towards its WIZZ500 vision,

Management recognises the importance of attracting, motivating and retaining talented employees across

the network. The Committee reflected this priority in its oversight of all remuneration‑related matters

during the year.

Feedback from the employee engagement survey highlighted the importance of predictability and stability

in working arrangements, including rostering practices and compensation mechanisms when such

predictability is disrupted. The Committee reviewed these findings and supported Management’s efforts to

strengthen the overall employee experience through enhancements to the broader reward framework. To

reinforce this focus and ensure that employee sentiment is reflected more directly in the Company’s

performance measures, the Committee also supported Management’s intention to incorporate employee

engagement metrics into the STIP scorecard for F27.

In July 2025, the Company introduced a voluntary occupational pension scheme across the Wizz Air

network in countries where third‑pillar pension products are available. Under the scheme, Wizz Air

contributes 1.5 per cent of monthly gross salary, matched by an equivalent employee contribution.

Participation is voluntary and open to all employees.

The Committee also oversaw the transition of the All Employee Bonus Plan to a more structured

framework. From F26, the Plan is assessed using the Management’s STIP scorecard, replacing the

previous reliance on discretionary awards.

Shareholder engagement

At the 2025 Annual General Meeting (AGM) held on 23 July 2025, all resolutions were approved by

Shareholders. Although the Remuneration Report received majority support (72.63 per cent), the

Company undertook a post‑AGM consultation exercise to gather further shareholder feedback.

During these consultations, the Company recognised that some Shareholders felt the Remuneration

Committee had not fully addressed concerns ahead of the 2024 AGM, where the Directors’ Remuneration

Policy was approved by 65.58 per cent. The Committee had nevertheless consulted extensively on the

changes needed to retain and incentivise the CEO, reflected in the 99.52 per cent vote for his re-election

at the 2025 AGM. The Board believes the voting split reflects long-standing differences in shareholder

views on quantum and incentive design.

The Board also considered feedback on the partial F25 STIP payout. As disclosed, no payout was made in

relation to the financial metrics, but strong operational improvements resulted in a formula-based partial

award below target, which the Committee viewed as aligned with performance.

The Board remains committed to incentive structures that support talent retention, drive shareholder

value, and reflect broader stakeholder and business performance. It thanks Shareholders for their

continued engagement.

Wizz Air Holdings Plc Annual Report and Accounts 2026 72

GOVERNANCE

Remuneration outcomes for F26

The Committee considered the impact of inflation, recruitment and retention needs, attrition levels and

the growth trajectory of the Wizz Air Group airlines, alongside market benchmark data across the

Company’s operating regions. Based on this assessment, the Committee endorsed the implementation of

several actions, including:

• Wider workforce

The Committee endorsed an average 2.1 per cent salary adjustment for the wider workforce effective

from 1 April 2026, depending on regional context, with additional adjustments reflecting individual roles

and pay bands. In carrying out the salary review, we consistently assess external market benchmarks

within and beyond aviation to ensure our employees are rewarded fairly and competitively. We also

consider internal factors, including career progression frameworks and pay structures, alongside external

influences such as inflation and broader economic conditions.

• Pilots and Flight Attendants

In addition to the annual salary review, and in recognition of the loyalty and expertise of long‑serving

Cabin Crew members, the Company extended and enhanced its Cabin Crew Seniority Bonus Scheme.

This initiative is designed to reward Senior Cabin Crew members with more than five years of service,

further strengthening retention and acknowledging sustained commitment.

For Flight Crew members, a decision was taken in F26 to extend the Captain Seniority Increment with

effect from 1 April 2026. Captains with more than 14,000 flight hours will be eligible for increased

remuneration based on total hours flown. The Captain Seniority Increment will be extended up to 20,000

flight hours, thereby further recognising the experience and dedication of senior Flight Crew members.

• All Employee Bonus Plan

Historically, the All Employee Bonus Plan operated with performance conditions linked to share price

performance. In periods where these conditions were not achieved, the Committee exercised discretion to

determine appropriate outcomes, having regard to overall business performance and affordability. In

practice, award levels under the Plan broadly aligned with average outcomes under the Management STIP.

From F26, Management implemented a revised approach to provide a clearer and more consistent basis for

determining this award. Under the new framework, the All Employee Bonus Plan is assessed using the same

scorecard applied under the Management’s STIP scheme, without including any individual performance

criteria. Applying this methodology for F26 resulted in a payout of 109.58 per cent. The on target (100 per

cent) value of the All Employee Bonus is equal to 1/12 of the annual qualifying earning during the Financial

Year.

The Plan continues to apply only to employees below Head level; the CEO, Senior Management and

Head‑level employees do not participate.

• Company-wide pension (including CEO and Senior Management)

In July 2025, the Company introduced a voluntary occupational pension scheme across the Wizz Air network

countries. The programme is based on a unified structure, whereby Wizz Air contributes 1.5 per cent of the

employee’s monthly gross salary, matched by an equivalent 1.5 per cent employee contribution. Local

pension providers are engaged in those base countries where third‑pillar pension products are available.

Participation in these local pension plans is voluntary and open to all Wizz Air employees.

The previous Directors’ Remuneration Policy did not allow for the executive directors to participate in the

scheme (as the policy only provided for the statutory minimum employer contribution), and as such, at the

2025 AGM, Shareholders were asked to approve the initial opt-in to the scheme by the CEO. The resolution

was approved by 99.85 per cent of Shareholders.

• CEO and senior management STIP

For the CEO, the F26 STIP was subject to a balanced scorecard where 25 per cent of the STIP award was

subject to financial performance, measuring underlying profit after tax and CASK excluding fuel. A further 50

per cent was subject to non-financial performance, measuring utilisation, completion, customer satisfaction

and delivery against ESG objectives. In addition, 25 per cent was subject to an individual performance

rating. The bonus payout as a percentage of the on-target amount was 109.58 per cent. The Committee did

not believe it necessary to exercise discretion on the STIP, and therefore the formulaic outcome was

followed.

The Group Managing Director, Chief Officers, Officers and Heads participated in the F26 STIP under the

same performance criteria as the CEO. Again, the Committee did not make any discretionary adjustments to

the payout of these awards.

• CEO and senior management LTIP

The F23 LTIP which vested during F26 was granted in 2022 to members of the senior leadership team,

including the Group Managing Director, Chief Officers, Officers and Heads. The CEO was not eligible for the

award due to his participation in the VCP. For Heads, the F23 LTIP was structured with a 50% weighting to

Wizz Air Holdings Plc Annual Report and Accounts 2026 73

GOVERNANCE

restricted shares and 50% to performance measures. The performance element was assessed against 90%

share price performance and 10% non‑financial ESG metrics, resulting in a 50% vesting outcome. For the

Group Managing Director, Chief Officers and Officers, the F23 LTIP was fully performance‑based, with 90%

of the award linked to share price performance and 10% to non‑financial ESG metrics. As the performance

conditions were not met, the award lapsed in full and 0% vested for these participants.

In F26, the CEO, Group Managing Director, Chief Officers, Officers and Heads were granted LTIP awards

structured as 40 per cent performance shares and 60 per cent restricted shares. The performance options

portion of the award is subject to a 100 per cent Relative Total Shareholder Return (TSR) against selected

European airline peers, while the restricted shares portion of the award is subject solely to continued service.

In line with the Remuneration Policy, any value ultimately realised by the CEO under the LTIP will be offset

against potential future payouts under the VCP.

As Shareholders will recall, the VCP is a long‑term, share price‑driven incentive introduced in 2022 to align

the CEO’s interests closely with sustained shareholder value creation over an extended period. Following

Shareholder approval at the 2023 AGM, the performance period was extended, with vesting now aligned to

2028 (previously 2026). Under the revised structure, the share price performance conditions are met if the

relevant share price thresholds are achieved at any point during the performance period. ESG metrics under

the VCP, however, remained subject to their original performance period ending in F26.

At the end of F26, the ESG component of the VCP was assessed. Of the two measures (carbon emissions

and gender diversity), the gender diversity target was achieved, with representation reaching 40.7 per cent

against a target of 40 per cent. This outcome results in vesting of 5 per cent of the VCP award in 2028. In

accordance with the approved Policy, any value attributable to this vesting will be subject to offset against

future LTIP vestings.

Remuneration implementation – F27

• CEO base salary

Following an increase in F25, the Committee decided that the CEO would not receive a base salary increase

during F26.

The Committee aims to maintain a competitive salary for the CEO in a dynamic market whilst considering

the current economic climate, broader stakeholder perspectives, as well as feedback from investors and

proxy advisers.

As a result, in F27 the CEO will receive a 6.1 per cent base salary increase on his F26 salary. The adjustment

reflects relevant comparator data and recognises the materially increased breadth and complexity of the role

during a period of heightened external uncertainty, while remaining within the Committee’s desired market

positioning.

• CEO and senior management STIP

The Committee intends to maintain the STIP structure for the CEO and senior management in F27 and

continue emphasis on the delivery of strategic measures that will create value for Shareholders in the long

term, and individual performance, which together will represent 75 per cent of the STIP. Financial outcomes

– Underlying Profit after Tax and CASK ex-fuel – will continue as metrics and represent 25 per cent of the

award.

• CEO VCP and LTIP as well as senior management LTIP

The Committee has reviewed its approach to an LTIP grant for F27, to be made to the CEO, Group Managing

Director, Chief Officers, Officers and Heads. It has concluded that it will continue with the approach adopted

for the F26 LTIP, namely a split between performance shares and time vested restricted shares, in a 40/60

ratio. The performance options portion of the award will be subject to 100 per cent Relative Total

Shareholder Return (TSR) against selected European airline peers with the restricted shares portion of the

award subject only to continued service conditions.

The award for the CEO would be offset against any future VCP payouts.

• Chair and Non-Executive Director fees

Chair and Non‑Executive Director (NED) fees were last reviewed in F23. Following a review of external

benchmarking commissioned by the Committee, and taking account of cumulative inflation and market

developments since that time, the Committee recommended to the Chair and the Chief Executive Officer

that Board remuneration should be updated with effect from 1 April 2026.

The benchmarking exercise indicated that, while certain Board leadership roles were appropriately

positioned, the basic NED fee had fallen below market levels and the overall fee structure no longer fully

reflected the scale, complexity and regulatory demands of the Company, nor the increased workload placed

on the Board. The Committee also considered it important to maintain coherence across the governance

framework by aligning NED fee developments with changes proposed to executive remuneration, including

the CEO’s salary adjustment.

On the basis of the Committee’s recommendation, the Chair and CEO approved the proposed fee increases.

Wizz Air Holdings Plc Annual Report and Accounts 2026 74

GOVERNANCE

For F27:

• The basic Non‑Executive Director fee will be €110,000.

• Committee Chairs will receive an additional €27,500.

• Secondary committee membership will attract an additional fee of €13,759.

• The Senior Independent Director will receive an additional €22,000.

• The Director responsible for employee engagement will receive €2,750 per physical employee event

attended.

• The Deputy Chair will receive an additional fee of €25,000.

The Chair of the Board, William A. Franke, will receive an all‑inclusive annual fee of €369,600 in F27,

reflecting the scope and responsibilities of the role.

Historically, Committee Observers have not received any compensation. Given the increasing level of

engagement and time commitment associated with observer roles, a fee of €2,750 per event attended has

been introduced with effect from F27. This level is aligned with the fee paid for employee engagement

activities, ensuring internal consistency and fairness.

Non‑Executive Directors will continue to be reimbursed for all reasonable and proper expenses incurred in

the performance of their duties.

Next steps

We strive for our DRR to be straightforward and transparent when explaining the implementation of our

Remuneration Policy during F26 and our intended implementation for F27. We also remain committed to

continued dialogue with Shareholders, including the investor feedback received following the 2025 AGM. We

trust that we have provided the information our Shareholders need to be able to support this DRR at the

Company’s 2026 AGM.

Our ongoing dialogue with Shareholders and other stakeholders is greatly valued, and as always, we

welcome your feedback on this DRR.

Barry Eccleston

Chairman of the Remuneration Committee

11 June 2026

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Membership, meetings and attendance

• Barry Eccleston (Chairman) (6/7)

• Anthony Radev (7/7)

• Anna Gatti (6/7)

• Stephen L. Johnson (observer) (7/7)

The Committee comprises three Non-Executive Directors, appointed by the Board according to experience,

dedication and capacity. The Company Secretary acts as Secretary to the Committee, and relevant members

of the senior leadership team are invited to attend meetings.

The Committee had seven meetings during the year and focused on the following activities:

• engaging with Shareholders with regard to low vote outcomes for remuneration resolutions at the 2025

AGM;

• reviewing and recommending base salary increases for management, CEO and Non-Executive Directors

for F27;

• reviewing and approving the performance measures for the F26 Short-term Incentive Plan (STIP);

• reviewing and approving the performance measures for the F26 Long-term Incentive Plan (LTIP);

• assessing the performance of each in-flight LTIP and finalising vesting outcomes of the LTIP granted

during the financial year ended March 2023;

• considering and recommending the conditions of the F27 STIP for the CEO, Group Managing Director,

Chief Officers, Officers and Heads;

• considering and recommending the conditions of the F27 LTIP for the CEO, Group Managing Director,

Chief Officers, Officers and Heads;

• reviewing compliance with the EU Pay Transparency Directive; and

• considering and approving remuneration packages for new Officer and Chief Officer appointments.

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Remuneration at a glance


CEO remuneration		F26 earnings	F27 looking ahead
Base salary		€775,000	€822,275
Short-term Incentive Plan (STIP)	Maximum opportunity	200% of base salary
	Performance metrics (weightings)	Financial: Underlying Profit After Tax – 12.5% CASK ex-fuel (normalised for wet leases) – 12.5% Non-financial: Utilisation – 12.5% Completion (without extraordinary events) – 12.5% Customer satisfaction – 12.5% Gender diversity – 12.5% Individual rating - 25%	Financial: Underlying Profit After Tax – 12.5% CASK ex-fuel (normalised for wet leases) – 12.5% Non-financial: Utilisation – 12.5% Completion (without extraordinary events) – 12.5% Customer satisfaction – 12.5% Employee engagement – 12.5% Individual rating - 25%
Long-term Incentive Plan (LTIP)	Maximum opportunity	500% of base salary (60% restricted shares and 40% performance shares)	500% of base salary (60% restricted shares and 40% performance shares)
	Performance metrics (weightings)	100% of performance shares portion of the award will be subject to Relative Total Shareholder Return (TSR)	100% of performance shares portion of the award will be subject to Relative Total Shareholder Return (TSR)
Value Creation Plan (VCP)	Opportunity	One-off award granted in F22 – seven-year performance period with 40% vesting in year seven, and 20% vesting per year in years eight, nine and ten Maximum payment of £100 million for delivery of end share price of £119.34 Any value delivered under the VCP will be offset by the value of vested LTIP awards
	Performance metrics (weightings)	Increase in share price (90%) ESG (10%)
Share ownership guidelines		Holding requirement: 400% of base salary
Post-cessation share ownership guidelines		Holding requirement: 100% of share ownership guideline for one year after leaving and 50% of share ownership guideline for the second year

What our CEO earned

Performance versus peers (TSR)

How our CEO is aligned with Shareholders

Actual shareholding calculated using number of Ordinary Shares

and a one-year share price average at 31 December 2025.

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Remuneration Policy

This Directors’ Remuneration Policy ("DRP") was approved by Shareholders at the Company’s AGM in

September 2024 and is intended to be in place for a period of three years from the 2024 AGM.

How our Remuneration Policy addresses the factors set out in the UK Corporate Governance Code


Clarity	Remuneration arrangements should be transparent and promote effective engagement with Shareholders and the workforce.	The Remuneration Committee has incorporated transparency into the design and delivery of our Remuneration Policy. We believe our remuneration structure is simple to understand, both for participants and Shareholders. We aim for disclosure of the policy and how it is implemented to be in a clear and succinct format.
Simplicity	Remuneration structures should avoid complexity while their rationale and operation should be easy to understand.	Our remuneration arrangements for our Executive Director are simple and easy to understand, comprising fixed pay (base salary and benefits), a Short-term Incentive Plan (STIP), Long-term Incentive Plan (LTIP) and a one-off long- term arrangement in the form of a Value Creation Plan (VCP).
Risk	Remuneration arrangements should ensure reputational and other risks from excessive rewards, and behavioural risks that can arise from target-based incentive plans, are identified and mitigated.	The DRP includes a number of points to mitigate. Potential risks: • There are defined limits on the maximum opportunity levels under incentive plans. • Performance targets are calibrated at appropriately stretching but sustainable levels. • The Remuneration Committee has the ability to use discretion to ensure that a fair and balanced outcome is achieved, taking into account the overall performance of the Company and the experience of Shareholders. • Incentive plans, including the LTIP and VCP, include provisions to allow malus and clawback to be applied, where appropriate. • Recent introduction of in-employment and post- employment shareholding requirements ensures that there is an alignment of interests between our Executive Director and Shareholders that encourages sustainable performance.
Predictability	The range of possible values of rewards to individual Directors and any other limits or discretion should be identified and explained at the time of approving the policy.	We believe our disclosure is clear to allow Shareholders to understand the range of potential values which may be earned under the remuneration arrangements. Our DRP clearly sets out relevant limits and potential for discretion.
Proportionality	The link between individual awards, the delivery of strategy and the long-term performance of the Company should be clear. Outcomes should not reward poor performance.	A significant proportion of our Executive Director’s potential reward is linked to performance through the VCP and LTIP with a clear line of sight between business performance and the delivery of Shareholder value. The Remuneration Committee may adjust formulaic outcomes of incentive arrangements to ensure that a fair and balanced outcome is achieved, taking into account the overall performance of the Company and the experience of Shareholders.
Alignment to culture	Incentive schemes should drive behaviours consistent with Company purpose, values and strategy.	The incentive arrangements and the performance measures used are strongly aligned to those that the Board considers when determining the implementation success of the Company’s purpose, values and strategy.

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Executive Director Remuneration

The Chief Executive Officer is currently the Company’s sole Executive Director. The Remuneration

Committee believes that the Company’s DRP supports the Company’s ultra-low-cost, high-growth business

model by incentivising senior management, including the Chief Executive Officer, to continue striving to

increase the Company’s cost advantage while improving customer experience.

In deciding appropriate remuneration levels, the Remuneration Committee takes into account, among other

things, the levels paid at UK FTSE-listed companies, competitor global low-cost carriers and selected fast-

growing companies across Europe. The Remuneration Committee also continues to be cognisant of wider

employee pay in the organisation.

Over the past year, the CEO and management have continued to strengthen employee engagement through

a programme of scheduled floor talks, local base visits, fly‑arounds and regular meetings with the People

Council, an elected body of employee representatives from across the Company. These engagements

provide a structured forum for open dialogue, including discussion of remuneration and broader reward

principles. Feedback received through these channels is considered as part of management’s ongoing

approach to aligning remuneration practices with the Company’s values and performance culture.

Policy table: Executive Director


Element	Purpose and link to strategy	Operation and opportunity	Framework used to assess performance and provisions for the recovery of sums paid
Base salary	To provide the core reward for the role. To attract, retain and motivate high-calibre executive management.	Salary is reviewed annually, with any increase being awarded at the discretion of the Remuneration Committee. The Remuneration Committee may take into account a number of factors in deciding whether an increase should be made, including benchmarking against selected comparator companies, the individual’s skills and experience, internal relativities, and the Executive’s personal performance contribution.	The Remuneration Committee considers the individual salary of the Executive Director at a meeting each year.

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Benefits	To attract, retain and motivate executive management without paying more than necessary.	The benefits to the Executive Director are in line with those provided to employees and those deemed necessary for the role or job taken. They include the following: The Executive Director is covered by the Company’s group personal accident and life assurance cover, which is in place for all employees (2x salary). Free return tickets usable on the route network of the Group, consistent with the number of free tickets made available for all employees. At its discretion, the Committee may provide reasonable support for costs associated with relocation where required at the Company’s request, and other benefits as deemed necessary by the Remuneration Committee.
Pension	Not applicable	Eligible to opt into the company-wide private pension contribution scheme. Under the scheme, the Company will, if requested by an employee, contribute an additional 1.5 per cent of that employee’s salary to a private pension scheme, provided the employee contributes the same amount.	Not applicable

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Element	Purpose and link to strategy	Operation and opportunity	Framework used to assess performance and provisions for the recovery of sums paid
Short-term Incentive Plan (STIP)	To incentivise the successful execution of the Company’s business strategy. To reward the achievement of annual financial and operational goals.	Payments under the STIP are made in cash and/or shares, subject to certain specified performance requirements as determined by the Remuneration Committee and up to a maximum STIP set as a percentage of base salary by the Remuneration Committee. The maximum payout is 200 per cent of base salary. A threshold level of performance is specified as 50 per cent of the at target bonus; if performance falls below this level, there will be no payout for that proportion of the award.	Performance requirements are determined by the Remuneration Committee. They are intended to align the performance of the Executive Director with the Group’s near-term objectives of delivering against its strategy. The Remuneration Committee may exercise its discretion to ensure that a fair and balanced outcome is achieved, taking into account the overall performance of the Company and the experience of Shareholders. The STIP is based on a combination of financial and non-financial measures as selected by the Remuneration Committee in any given year. Financial measures would typically represent no less than 50 per cent of the weighting. The annual STIP is subject to malus and/or clawback in the event of serious misconduct that could serve as a reason for terminating the employment for cause, or if the employee was involved in fraud, dishonesty or other types of illegal activity. The policy does not determine the time frame of the malus and/or clawback.

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Long-term Incentive Plan (LTIP)	To align the Executive Director’s long-term interests with those of Shareholders. To reward strong financial performance.	Each year, performance shares and restricted shares may be granted. Awards vest over a three- year period. Performance shares are subject to the achievement of performance targets over those three years. The maximum face value of annual awards will be 500 per cent of base salary. For performance shares, typically 25 per cent of award value will vest for threshold performance with straight-line vesting to maximum performance.	Performance targets are determined by the Remuneration Committee and vesting of the performance shares is subject to performance targets being met over the performance period. The performance targets for the LTIP are based either solely on financial measures or on a combination of financial and non- financial measures and may include ESG measures as selected by the Remuneration Committee in any given year. Financial measures would typically represent no less than 50 per cent of the weighting. The Remuneration Committee may use its discretion to ensure that a fair and balanced outcome is achieved, taking into account the overall performance of the Company and the experience of Shareholders. If a participant’s employment ends before the end of the performance period or, in the case of restricted shares, the vesting period, any vested and unvested options will normally lapse, save in certain “good leaver” scenarios, although the Remuneration Committee retains discretion to allow all shares to vest subject to performance conditions (as applicable). LTIP awards are subject to malus and/or clawback in the event of serious misconduct which could serve as a reason for terminating the employment for cause, or if the employee was involved in fraud, dishonesty or other types of illegal activity.
Value Creation Plan (VCP)	To retain the Chief Executive Officer and deliver Shareholder value.	One-off award of shares granted in 2021. Award vests after a seven-year period (40 per cent of the overall award at the end of year seven and 20 per cent per year after years eight, nine and ten). The award is based on the following performance conditions: • 90 per cent share price; and • 10 per cent ESG (5 per cent based on CO₂ emissions reduction goals; and 5 per cent based on gender diversity target). Maximum payout is capped at £100 mn. Threshold payment is £20 mn for delivery of share price £77.24. Award payout to be offset against LTIP award. ESG criteria are independent of share price growth criteria. Straight line vesting in between. The share price related portion of the VCP award will pay out at 100 per cent if the maximum share price is achieved during two consecutive quarters before end-date.	To ensure that vesting outcomes are consistent with superior Shareholder experience, the Remuneration Committee has the discretion to adjust the level of vesting downwards (including, for the avoidance of doubt, to nil) where it considers that the level of vesting resulting from applying a performance condition would not be a fair and accurate reflection of the performance of the Company, the Group, any Group member or the participant and/or such other factors as the Remuneration Committee may consider appropriate. If the participant ceases to be employed by reason of ill health, injury, disability, death, retirement with the agreement of the Remuneration Committee, or for any other reason at the discretion of the Remuneration Committee, 40 per cent of the award will vest as soon as practicable after the cessation date and 20 per cent in each of the next three years, to the extent that the performance conditions have been met. The award will lapse in all other circumstances. Malus and clawback may be applied at any time before an award vests, or for three years after the seventh anniversary of the grant date in the following circumstances: material misstatement of the results of the Company, errors or inaccuracies or misleading information leading to an incorrect grant or vesting of the award, gross misconduct, material failure of risk management by the Company, corporate failure (e.g. administration or liquidation) or any other circumstance which, in the opinion of the Remuneration Committee, could have a significantly adverse impact on the Company's reputation.

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Targets for the STIP and LTIP are continually reviewed to ensure they are appropriate and stretching. The

Remuneration Committee takes into consideration the expected performance of individuals, the current

business environment and other external reference points. The measures used in the STIP are selected to

reflect the Group’s near-term objectives of delivering against its strategy. With regard to the LTIP,

performance targets are determined regularly by the Remuneration Committee to ensure they align well

with the Company’s long-term strategy and Shareholder interests. Both the STIP and LTIP are subject to

malus and clawback provisions. These allow the Remuneration Committee to reduce or recover awards in

circumstances such as material misstatement, misconduct, or significant risk or reputational failure. LTIP

awards are subject to clawback for up to three years post‑vesting, which the Committee considers

appropriate given the long‑term nature of the plan. No malus or clawback was applied during the reporting

period.

Scenario chart

An illustration of how much the CEO could earn under the Remuneration Policy’s approved LTIP is

demonstrated in the chart below.

The chart above illustrates the application of the Executive Directors’ Remuneration Policy for F27 at the

minimum, threshold and maximum levels as well as maximum with 50% share price growth. The one-off

300% award granted in October 2024 has been excluded.

Fixed pay in the chart above utilises the forward-looking base salary of €822,275 and assumptions for

benefits and pensions, with pensions based on the standard company contribution rate. The figure for

benefits aligns with the single-figure amount received during F26.

At a maximum, the Short-Term Incentive is presented as 200 per cent of base salary, 50 per cent of

maximum for target, and 25 per cent of maximum for threshold.

The scenario chart excludes the VCP, as the likelihood of any vesting is negligible, and in any case the value

under the LTIP awards is offset against the VCP value on a pound-for-pound basis should it in fact vest. The

annual LTIP award for F27 will be 500 per cent of base salary and the chart above demonstrates both the

restricted shares (60 per cent of the award) and performance shares (40 per cent). Restricted shares

represent 300 per cent of base salary, for threshold, target and maximum the value is consistent as there

are no associated performance conditions. Performance shares represent 200 per cent of base salary at

maximum; threshold is 0 per cent of maximum (no vesting for performance below median), and target is 25

per cent of maximum, equating to 50 per cent of base salary (vesting at median performance), with 100 per

cent vesting for performance at or above the upper quartile.

Wider workforce remuneration

How the organisation considered wider workforce pay when developing new Policy for Executive Directors

Wizz Air aims to treat the wider workforce and Executive Directors in the same way, and implement an

aligned philosophy from top to bottom. Remuneration for the Company’s senior management team and

wider employee base have all been aligned to the same goals as the CEO under the STIP and LTIP. The

amounts of the components and vehicles granted vary for the individuals and the levels of positions, but the

intended performance is mirrored from the top to the bottom of the organisation. In relation to the

remuneration of the Executive Directors, employees have had the opportunity to provide feedback through

the People Council.

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Non-Executive Director remuneration

The Non-Executive Directors are only paid fees.


Element	Purpose and link to strategy	Operation and opportunity	Framework used to assess performance and provisions for the recovery of sums paid
Fees	To remunerate Non-Executive Directors to reflect their level of responsibility.	Each Non-Executive Director receives an annual fee that is inclusive of one Committee fee. Additional fees are paid: for chairing Committees; to the Senior Independent Director; to the Vice Chair; to the Director responsible for employee engagement; and to the Committee Observers. Fees for Non- Executive Directors, other than the Chairman, are determined by the Chairman and the Executive members of the Board. Fees for the Chairman are determined by the Remuneration Committee without the Chairman being present. In both cases, there is flexibility to increase fee levels to ensure they reflect the experience of the individual, the time commitment of the role and the fee levels in comparable companies appropriately. Non-Executive Directors receive an additional fee for sitting on more than one Committee. The Non-Executive Directors will also be reimbursed for all proper and reasonable expenses incurred in performing their duties. Fees are paid in cash and/or shares which are not subject to performance.	Not applicable; there are no provisions for the recovery of sums paid or the withholding of any payment relating to fees.

Other Policy items

Recruitment remuneration

On the recruitment of a new Executive Director, the Remuneration Committee seeks to pay no more than is

necessary to attract and retain the best candidate available, within the limits of the approved DRP. The

remuneration package for an incoming Executive Director would reflect the principles set out above,

although the Remuneration Committee believes it serves the interests of the Shareholders to retain an

element of flexibility in its approach to recruitment, to enable it to attract the best candidates. That said, this

flexibility is limited.

The Remuneration Committee may find it necessary to compensate a new recruit for forfeiture of payments

for leaving prior employment. There is no limit to the value of such a buy-out award; however, the

Remuneration Committee will seek to link rewards to performance wherever possible, and mirror the award

being forfeited by the new recruit. The Remuneration Committee may introduce a one-off arrangement as

permitted under Listing Rule 9.3.2.

For the appointment of a new Chairman or Non-Executive Director, fee arrangements will be made in line

with the policy as set out above.

Policy on payment for loss of office

In the event of termination of a service contract or letter of appointment of a Director, contractual

obligations will be honoured in accordance with the service contract or letter of appointment. The CEO has a

fixed-term seven-year contract, in all other cases there are no fixed terms on service contracts. The

Remuneration Committee will take into consideration the circumstances and reasons for departure, health,

length of service and performance. Under this policy, the Remuneration Committee will make any statutory

payments it is required to make. In addition, the Remuneration Committee may agree to pay outplacement

counselling costs and disbursements (such as legal costs) if considered to be appropriate and depending on

the circumstances of departure.

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There are no pre-determined contractual provisions for Directors regarding compensation in the event of loss

of office, save for those listed in the table below.


Details of provision	Executive Director	Non-Executive Directors
Notice period	Six months’ notice by either party.	One month’s notice by either party.
Termination payment	The employing company may terminate the Executive Director’s employment with immediate effect by payment in lieu of notice. The Executive Director will be paid a sum equal to six months’ base salary if the employing company chooses to enforce the restrictive covenants referenced below. Upon termination of employment other than for cause, the Executive Director is entitled to a severance payment equal to six months’ base salary in addition to any notice pay or payment in lieu of notice.	Fees and expenses accrued up to termination only.
Post-termination covenants	Post-termination restrictive covenants apply for a period of one year following termination of employment.	Not applicable.

Under the LTIP and STIP, if an Executive Director leaves, the default position is that no payment will be

made. The Executive Director will be treated as a good leaver in certain circumstances, including ill health,

redundancy, retirement (with agreement of the Company) or death, and other circumstances as determined

by the Committee at their discretion. Executive Directors leaving with good-leaver status will receive a pro-

rated bonus payment as determined under the STIP, and awards under the LTIP will vest on a pro-rated

basis, unless the Remuneration Committee decides otherwise. The pro-rata bonus and LTIP awards shall be

calculated based on the actual period of active employment in the relevant financial year(s). The

achievement of targets shall be reviewed and assessed by, and at the discretion of, the Remuneration

Committee. If good-leaver status is not granted to an Executive Director, all outstanding awards made to

them under the LTIP will lapse.

Discretion, flexibility and judgement of the Remuneration Committee

The Remuneration Committee operates under the DRP, which includes flexibility in a number of areas. These

include:

• the timing of awards and payments;

• the size of an award, within the maximum limits;

• the participants of the plan;

• the performance requirements and maximum percentages of salary to be used for the Short-term

Incentive Plan and the Long-term Incentive Plan from year to year;

• the performance conditions, performance periods and vesting periods for awards under the Long-term

Incentive Plan from year to year;

• the assessment of whether performance requirements and/or conditions have been met;

• the treatment to be applied for a change of control or significant restructuring of the Group;

• the determination of a good/bad leaver for incentive plan purposes and the treatment of awards thereof;

and

• the adjustments, if any, required in certain circumstances (e.g. rights issues, corporate restructuring,

corporate events and special dividends).

Legacy arrangements

The Committee may approve remuneration payments and payments for loss of office on terms that differ to

the terms in the Policy where the terms of the payment were agreed before the Policy came into effect, or

were agreed at a time when the relevant individual was not a Director of the Company. This includes the

exercise of any discretion available to the Committee in connection with such payments.

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Annual Report on Remuneration

The Remuneration Committee is responsible for setting the Remuneration Policy for all Executive Directors

and the Chairman, including pension rights and any compensation payments, and recommending and

monitoring the remuneration of the senior managers.

A summary of the Remuneration Committee’s terms of reference can be found on our corporate website.

Further details about the Remuneration Committee are set out on pages 37 to 38 of the Corporate

Governance Report.

Barry Eccleston (Chairman), who joined the Committee in September 2020 in the position of Chairman,

remains in post. Stephen L. Johnson was appointed interim Chair on 4 September 2024 and stepped down

as interim chair on 14 March 2025; he continues to serve the Committee as an Observer. Both Anthony

Radev (effective from 1 September 2022) and Anna Gatti (effective from 28 January 2022) remained

Committee members during F26.

To monitor the consistency between the remuneration of the CEO and his direct reports, the Remuneration

Committee is frequently updated and consulted on any remuneration changes. All external hires and internal

promotions to senior-level positions require the prior approval of the Remuneration Committee on their

future remuneration package. Only after the approval is received can the offer be extended to the candidate.

The Remuneration Committee is also consulted on, and needs to approve, remuneration changes for existing

Senior Executives. This includes salary revisions linked to new market benchmark information as well as

revisions arising from internal organisational changes. József Váradi, Chief Executive Officer, Marion

Geoffroy, People Officer, Owain Jones, Chief Corporate Officer, and Nóra Viktória Rabe, Corporate & ESG

Officer and Company Secretary, attended meetings in F26 by invitation, and assist the Remuneration

Committee in its deliberations as appropriate, though they are not present when their own compensation is

discussed.

The Remuneration Committee is advised by WTW, as appointed by the Remuneration Committee. WTW was

re-contracted as remuneration consultant following a competitive tender process in 2020. It attends

Committee meetings as and when required. During F26, WTW received fees based on time and materials

totalling £180,600 for advice to the Remuneration Committee related to the Remuneration Policy,

governance, developments in Executive pay, benchmarking and performance analysis. Besides support on

remuneration advice, no other services were provided by WTW to the Company in F26.

WTW is a member of the Remuneration Consultants Group and, as such, operates voluntarily under the

Remuneration Consultants Group Code of Conduct in relation to executive remuneration consulting in the

UK. The Remuneration Committee is satisfied that WTW offers independent, impartial and objective advice

and brings a high degree of expertise to the Remuneration Committee’s discussions.

Shareholders’ vote on remuneration

At the 2025 AGM the Directors’ Remuneration Report was supported by 72.63 per cent of Shareholders.

AGM 2025 (during F26) – Directors’ Remuneration Report voting results:


	Directors’ Remuneration Report
Votes for	16,713,439	72.63%
Votes against	6,299,725	27.37%
Total votes	23,013,165
Votes withheld	11,357

The Company received Shareholder approval for our Remuneration Report at the AGM on 23 July 2025. The

Company’s Remuneration Policy was approved by Shareholders at the 2024 AGM held on 25 September

2024.

Executive Director’s remuneration

Full details of the Chief Executive Officer’s remuneration for F26 and F25 are set out below (in euros):

Single total figure of remuneration table (audited)


	József Váradi
	Fees and salary €	Benefits €	STIP €	LTIP €	Other €	Pension €	Total €	Total fixed remuneration €	Total variable remuneration €
F26	775,000	25,919	946,120	—	2,325,000¹	34,759	4,106,798	835,678	3,271,120
F25	775,000	22,291	770,727	—	2,325,000	1,570	3,894,588	798,861	3,095,727

1. The value in the ‘Other’ column for F26 reflects the fully restricted portion of the CEO’s F26 LTIP Award (60% of the Award, equal

to 300% of base salary) granted during the year, which vests based solely on continued service. The performance‑linked portion

(40% of the award, equal to 200% of base salary) will be disclosed in the single total figure upon vesting.

There was no increase to this figure during F26, and the Chief Executive Officer’s salary remained at

€775,000.

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Short-term Incentive Plan F26 – audited

The Committee implemented a balanced scorecard methodology for F26 STIP targets, which incorporates a

healthy ratio between financial, operational, commercial and people metrics. This mix ensures alignment

with the strategic priorities and holistic performance evaluation. A total of 6 KPIs were introduced to

emphasise the delivery of strategic measures that would create value for Shareholders in the long term. This

is in addition to the individual rating – weighted at 25 per cent of the total award – which is aimed at

rewarding individual performance and acting in line with the values of the Company. As part of this balanced

scorecard, financial outcomes – underlying profit after tax margin and CASK ex-fuel – represented 25 per

cent of the award. In addition, 25 per cent was weighted towards operational performance against

utilisation and completion rates. 12.5 per cent of the total STIP was based on customer-related indicators

serving as a solid baseline for business performance. The remaining 12.5 per cent – based on ESG and

the percentage of women in Management positions – demonstrates the Company’s commitment to

promoting diversity among the management team.

The entire bonus (both financial and non-financial portions) is subject to a minimum achievement of an

“A” individual rating. More information on the target and achievement result can be found in the table

below.

At target, the STIP pays out the annual base salary of the CEO (i.e. 100 per cent of salary). Threshold

payout is 50 per cent of target and maximum payout is 200 per cent of target. As per the Policy, payout

for performance between threshold and target and between target and stretched, stretched and

maximum has been calculated by using linear interpolation (straight-line percentage performance). For

individual performance, threshold payout is provided for performance rating “A”, target payout for

performance rating “AA”, 150 per cent payout for performance rating “AAA” and maximum payout for

performance rating “1”.


Weighting	Performance indicators	Threshold (50% payout)	Target (100% payout)	Stretched (150% payout)	Maximum (200% payout)	Outcome	Formulaic outcome
25%	Financial performance
12.5%	Underlying Profit After Tax (in millions of EUR)	209.00	246.00	258.33	283.00	1.25	—%
12.5%	CASK ex-fuel (normalised for wet leases)	3.10	2.95	2.90	2.80	3.02	9.58%
75%	Non-financial performance
12.5%	Utilisation	12:20	12:30	12:35	12:40	11:35	—%
12.5%	Completion (without extraordinary events)	99.39%	Straight line between min and max		99.50%	99.96%	25.0%
12.5%	Customer Satisfaction	69.00%	70.50%	71.50%	72.00%	77.60%	25.0%
12.5%	ESG (diversity)	38.00%	39.00%	39.67%	40.00%	40.68%	25.0%
25%	Individual performance^1,2
	Individual performance rating	Rated A	Rated AA	Rated AAA	Rated 1	AAA	37.5%

1. The CEO’s performance is assessed by the Nomination and Governance Committee (between 0 per cent and 200 per cent) and the

payout is approved by the Remuneration Committee. See below this table for details on why the CEO received an “AAA” rating in

F26.

2. Threshold payout requires a performance rating of “A”.

As part of our sustainability commitment, we want to comply as a minimum with the Hampton-Alexander

Review guidelines calling for the need for one-third female Board members and a 40 per cent to 60 per cent

gender split by the end of F26 at management level (Head level and above). As per the current status, we

have 36 per cent female representation among the Board of Directors and 40.7 per cent female

representation at management level. The number of employed nationalities continued to grow, reaching 112

nationalities at the Company level, which Wizz Air is rightly proud of.

The evaluation of the Chief Executive Officer’s personal performance during F26 has primarily been

measured against his response and leadership throughout another challenging year. In F26, Wizz Air

continued to face operational challenges, including the ongoing grounding of a number of aircraft due to

Pratt & Whitney engine issues and geopolitical disruptions affecting key markets. Despite these hurdles, CEO

József Váradi demonstrated effective leadership via a renewed focus on key strategic objectives, including

the decision to close the Company’s joint venture subsidiary Wizz Air Abu Dhabi, securing significant

agreements with key suppliers Airbus SAS and Pratt & Whitney to deliver an adjusted target growth rate of

10-12% per year over the coming 6 years, as well as, in the case of Pratt & Whitney, continued commercial

Wizz Air Holdings Plc Annual Report and Accounts 2026 87

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support in relation to operational engine issues, maintaining a focus on operational efficiency and a renewed

network strategy building on the Company’s leadership position in Central and Eastern Europe.

Importantly, throughout this period of heightened uncertainty, the Chief Executive Officer maintained a

disciplined approach to capital allocation and liquidity management, ensuring that the Company retained a

strong and resilient balance sheet. This financial strength has been critical in enabling Wizz Air to withstand

external shocks, including geopolitical disruptions and supply chain challenges, while preserving strategic

flexibility to respond quickly to emerging risks and opportunities. The robustness of the balance sheet

remains a key differentiator for the Company and provides a solid foundation for long-term sustainable

growth, particularly in times of crisis when financial resilience is paramount.

Towards the end of F26, the CEO ensured that the Company reacted quickly and successfully in mitigating

the effects of the Middle East conflict. Under his guidance, the airline achieved a record 69.7 million

passengers in F26 and maintained a strong load factor of 90.7 per cent. While the Company revised its net

income forecast to €1.3 million due to the Middle East conflict, the Chief Executive Officer’s emphasis on

adaptability and strategic planning ensured that Wizz Air remained resilient, positioning the Company for

future growth despite ongoing industry challenges.

Based on the individual performance demonstrated above, the Chief Executive Officer received a

performance rating of “AAA” and therefore achieved 150 per cent of the target against the individual

performance measure, which has a weighting of 25 per cent under the Short-term Incentive Plan. This,

combined with the financial performance set out above, resulted in a 122.08 per cent annual salary payout

(61.04 per cent of maximum).

Benefits (audited)

The Company covered certain accommodation expenses of Mr Váradi, such as rent and utilities, amounting

to €25,919 and €22,291 in F26 and F25 respectively.

Long-term Incentive Plan (LTIP) vested during F26 (audited)

Under the previous Remuneration Policy, when the VCP was introduced in F22 the Chief Executive Officer

was not eligible to receive an LTIP award. As such, there were no awards due to vest in F26 for the Chief

Executive Officer.

Pensions (audited)

Following shareholder approval at the 2025 AGM, the CEO participates in the Company’s voluntary

occupational pension scheme on the same basis as the wider workforce. For F25, the pension value reflects

the statutory minimum employer contribution required under UK law.

Payments to past Directors (audited)

No payments were made to past Directors.

Payments for loss of office (audited)

No payments were made for loss of office.

Historical TSR performance1 – value of hypothetical £100 holding

The following performance graph shows the Company’s total shareholder return compared to the FTSE 250

index and the FTSE 100 index, as well as a selection of airlines for the past 10 financial years. TSR is defined

as share price growth plus reinvested dividends.

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1. Growth in the value of a hypothetical £100 holding over ten years, in comparison to the FTSE 250, the airline peer group used for

measurement of relative TSR and the FTSE 100. Data based on one-month average of trading day values. Source: S&P Capital IQ.

This graph is re-based to 100 at the start of the relevant period. As a constituent of the FTSE 250, this index

represents an appropriate reference point for the Company. To provide Shareholders with additional context

we have also included a “TSR Airlines Average” reflecting the TSR of the comparator group used for the TSR

measurement under the LTIP awards, including easyJet, Ryanair, Air France-KLM, Lufthansa, Finnair and

IAG. Information is also included on a comparison to the FTSE 100, given that Wizz Air’s fully diluted market

capitalisation would place it within the FTSE 100 index.

In the tables below we provide a ten-year overview of the Chief Executive Officer’s remuneration and the

change in the Chief Executive Officer’s remuneration compared to that of all employees.

Ten-year overview of Chief Executive Officer remuneration


Financial year	Executive Director	Single figure of total remuneration (€)	Performance STIP achieved against maximum possible	LTIP shares vesting against maximum possible
F16	József Váradi	1,812,883	95%	n/a
F17	József Váradi	1,240,812	48%	n/a
F18	József Váradi	1,281,304	58%	n/a
F19	József Váradi	4,056,438	26%	100%
F20	József Váradi	2,640,666	26%	50%
F21	József Váradi	1,620,409	0%¹	50%
F22	József Váradi	1,771,652	0%¹	50%
F23	József Váradi	1,266,511	41%	0%
F24	József Váradi	1,395,932	47%	0%
F25	József Váradi	3,894,588²	50%	0%
F26	József Váradi	4,106,798	61%	0%

1. There were no options vesting in F16–F18 under either the old (ESOP) or the new (LTIP) share option plan. In F21, although

targets were achieved in three out of the four quarters based on the cash targets, management’s recommendation and the

discretionary decision of the Remuneration Committee was to pay no STIP for F21 to the Chief Executive Officer or any other

employee eligible for the scheme. This voluntary decision of the management was in line with the overall industry and Company

performance for the twelve-month relevant period which was heavily impacted by the COVID-19 pandemic and the significant drop

in air traffic.

2. For F25, the increase to the single figure of total remuneration versus F24, is due to the introduction of the one-off LTIP award

granted to the Chief Executive Officer in F25 (valued at 300% of salary with no performance conditions or underpins attached) as

well as the implementation of the increase in the CEO’s base salary. The F25 single figure of total remuneration value disclosed in

last year’s Directors’ Remuneration Report was misstated, as it reflected only the variable remuneration component (€3,095,727)

and excluded the total fixed remuneration. The figure has been corrected in the table above.

Change in the remuneration of the Directors compared to that of all other employees

The table below shows the year-on-year percentage change in salary, benefits and annual STIP for the

Directors, compared to the average earnings of all other Wizz Air employees. This is provided for F26,

between the year ended 31 March 2025 and the year ended 31 March 2026, as well as for F25, F24, F23

and F22.


	F26			F25			F24			F23			F22
	Salary and fees	Benefits¹	Annual STIP	Salary and fees	Benefits¹	Annual STIP	Salary and fees	Benefits¹	Annual STIP	Salary and fees	Benefits ¹	Annual STIP	Salary and fees	Benefits ¹	Annual STIP
József Váradi	0%	16%	23%	9%	(3%)	17%	3%	156%	16%	16%	100%	85%	19%	0%	(100)%
William A. Franke	0%	0%	0%	0%	0%	0%	12%	0%	0%	38%	0%	0%	19%	0%	0%
Stephen L. Johnson	(6%)	0%	0%	6%	0%	0%	30%	0%	0%	25%	0%	0%	20%	0%	0%
Andrew S. Broderick	6%	0%	0%	0%	0%	0%	28%	0%	0%	12%	0%	0%	28%	0%	0%
Barry Eccleston	28%	0%	0%	(32%)	0%	0%	27%	0%	0%	35%	0%	0%	32%	0%	0%
Charlotte Pedersen	10%	0%	0%	6%	0%	0%	24%	0%	0%	14%	0%	0%	60%	0%	0%
Enrique Dupuy de Lome Chavarri	3%	0%	0%	0%	0%	0%	21%	0%	0%	26%	0%	0%	158%	0%	0%
Charlotte Andsager	0%	0%	0%	0%	0%	0%	31%	0%	0%	21%	0%	0%	148%	0%	0%
Dr Anthony Radev³	2%	0%	0%	(4%)	0%	0%	30%	0%	0%	16%	0%	0%	0%	0%	0%
Anna Gatti ⁴	0%	0%	0%	0%	0%	0%	28%	0%	0%	155%	0%	0%	0%	0%	0%
Phit Lian Chong⁵	0%	0%	0%	33%	0%	0%	0%	0%	0%	0%	0%	0%	0%	0%	0%
Average pay based on all employees ²	2%	0%	0%	11%	0%	6%	20%	0%	22%	22%	0%	84%	30%	0%	(100)%

1. Benefit value change from F25 to F26 for the CEO is explained on page 84. For employees, benefits represent an insignificant part

of the total compensation. The Non-Executive Directors do not receive any benefits.

2. The average employee figures are based on the average earnings of Group-level employees as Wizz Air Holdings Plc has no

employees.

3. Joined as of 13 April 2021.

4. Joined as of 4 November 2021.

5. Joined as of 6 July 2023.

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In F26; the CEO did not receive any salary increase. The STIP payment for F26 increased by 21 per cent

compared with the previous financial year, driven by higher scorecard achievement across financial and non-

financial metrics, as well as his ‘AAA’ personal performance rating.

During F21, in line with the Company’s commitment to cost restraint and alignment with stakeholder

experience, the Non‑Executive Directors (NEDs) took no fees for April 2020 and reduced all fees by 15 per

cent between 1 May 2020 and 31 March 2021. A further 7.5 per cent reduction applied during F22. At the

start of F23, the Committee reinstated fees to contracted levels, and later in F23 approved a revised NED fee

structure effective from 1 September 2022. During F26, the Committee undertook a further review of

Non‑Executive Director remuneration in light of the Company’s continued growth in scale and complexity,

sustained inflationary pressures, and the increasing regulatory and governance demands placed on the

Board. Following consideration of market benchmarking and the evolving expectations of the role, the

Committee recommended a series of adjustments to the Non‑Executive Director fee framework, effective

from 1 April 2026. These changes include a 10 per cent increase to all NED fees, an increase in the Deputy

Chairman fee from EUR 20,000 to EUR 25,000, and the introduction of a EUR 2,750 per‑event fee for

Committee Observers. The Committee also recommended updated compensation arrangements for the

Financial Performance Committee. These adjustments ensure that the overall fee structure remains

competitive, fair and reflective of the responsibilities and workload of the Board, while maintaining alignment

with the broader governance and remuneration framework.

Similar COVID-19 pay-cuts were taken by the wider employee population. The salaries of cabin crew and

office employees (Heads of Functions and below) were restored to pre-reduction levels in January 2021, and

the pilot salary reduction was reversed to the original pre-COVID-19 levels in October 2021. To tackle the

difficult business environment represented by high inflation and the shortage of talent, the management

recommended and got approval for a modest adjustment to base salaries of 5.4 per cent on average across

Group Managing Director, Chief Officers, Officers and Heads, and implemented a salary increase for office

staff of 13 per cent on average in F23. In F24, following market movements and taking into account job

levels and pay bands, salary increases of 3-12 per cent were implemented. In F25, average salary increases

of 0-10 per cent were applied across the wider workforce, varying by region and role. The same principles

were followed in F26, with an average salary increase of 2.1 per cent implemented for the wider workforce.

Relative importance of spend on pay

There were no dividends or share buybacks in either F26 or F25, and therefore there is no disclosure of

“relative importance of spend on pay”.

Scheme interests (audited)

The CEO received an LTIP award on 6 June 2025 with a face value equal to 500 per cent of salary. The

award was granted in line with the Remuneration Policy approved by Shareholders at the 2024 AGM and

reflects the Committee’s decision to return to a balanced long‑term incentive structure for F26.


	Date of award	Restricted options	Performance options	Face Value (€)	Share price at 5 June 2025 (£)	Vesting date
F26 LTIP	06-Jun-25	162,172	108,115	3,875,000	12.07	06-Jun-28

The award was delivered as a combination of performance share options and time‑vested restricted share

options in a 40/60 ratio. The performance element is subject to a 100 per cent Relative Total Shareholder

Return (TSR) condition measured against a defined group of European airline peers. The restricted share

element is subject to continued service over the vesting period.

The face value of the award was calculated using the closing share price on the day prior to granting. For

reporting purposes, the award value has been converted from EUR to GBP using the spot exchange rate of 1

EUR = 0.8419 GBP as at 5 June 2025.

Non-Executive Director remuneration

The Chairman and Non-Executive Directors are only paid Directors’ fees. The full details of the annual

compensation of the Non-Executive Directors are set out below:

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Single total figure of remuneration table – audited


	Salary and fees €
	F26	F25
William A. Franke	336,000	336,000
Stephen L. Johnson	120,000	127,238
Andrew S. Broderick	119,434	112,500
Barry Eccleston	137,496	107,094
Charlotte Pedersen	144,996	132,323
Enrique Dupuy de Lome Chavarri	128,469	125,000
Charlotte Andsager	125,003	125,000
Dr Anthony Radev¹	115,000	112,500
Phit Lian Chong³	100,000	100,000
Anna Gatti ²	112,500	112,500
Total	1,438,898	1,406,000

1. Joined as of 13 April 2021.

2. Joined as of 4 November 2021.

3. Joined as of 6 July 2023.

The Committee recommended in F23 that the basic Non-Executive Director fee would be €100,000 and

that all Committee Chairs would receive an additional €25,000. For secondary Committee membership an

additional fee of €12,500 would be paid. The Senior Independent Director and Vice Chair would receive

an additional €20,000 and the Director responsible for employee engagement would receive €2,500 per

physical employee event attended. The Committee also agreed that fees would be paid quarterly.

During F23 the Committee also reviewed the Chairman fee and agreed that going forward, as Chairman,

William A. Franke would receive a fee of €336,000 (all inclusive) per annum for taking on that role.

In F26, the fees of the Non-Executive Directors remained unchanged.

Total Directors’ remuneration (Executive and Non-Executive)

Total remuneration of Directors for F26 was €5,545,696 (2025: €5,284,743). This is the sum of the total

Chief Executive Officer’s compensation and the total fees paid out to the Non-Executive Directors.

Our conflict of interest policy prohibits any other employment (for all employees) on top of their

employment at Wizz Air. Therefore, in the case of the Chief Executive Officer, any additional directorship

would require specific permission of the Chairman of the Board. The Chief Executive Officer joined the

board of JetSMART SpA in March 2018 as a Non-Executive Director, with the approval of the Board. The

Chief Executive Officer does not receive any fee for his role as a Non-Executive Director of JetSMART.

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Statement of Directors’ shareholdings and share interests (audited)

For Executive Directors, the shareholding requirement is equivalent to 400 per cent of base salary. The

Chief Executive Officer holds a significant shareholding in the Company through a family trust and is also

eligible to participate in the Company’s Value Creation Plan. Wizz Air considers the shareholding

requirement to have been met.

The Company therefore believes that the interests of the Directors are well aligned with those of the

Shareholders. Full details of the Directors’ and their connected persons’ interests in the Company’s shares

as at 31 March 2026 are set out below:


	Direct ownership	Options (performance measures based)		Options (time restricted)	Interests1
Director	Number of Ordinary Shares	Vested, not exercised yet	Unvested2	Unvested2	Number of Ordinary Shares	Additional number of Ordinary Shares (if full principal of outstanding Convertible Notes is fully converted)
William A. Franke	212,917	—	—	—	14,759,645	24,246,715
József Váradi2	1,511,472	—	946,058	296,129	1,511,472	—
Stephen L. Johnson	56,379	—	—	—	—	—
Anthony Radev	17,300	—	—	—	—	—
Barry Eccleston	5,000	—	—	—	—	—
Andrew S. Broderick	4,691	—	—	—	—	—
Charlotte Andsager	4,000	—	—	—	—	—
Charlotte Pedersen	2,285	—	—	—	—	—
Phit Lian Chong	1,761	—	—	—	—	—
Enrique Dupuy de Lome Chavarri	1,421	—	—	—	—	—
Anna Gatti	—	—	—	—	—	—

1. Mr Franke is deemed to have an interest in all of the Ordinary Shares held by Indigo Hungary LP, Indigo Maple Hill LP, Indigo

Hungary Management LLC and Bigfork Partners LLC for the purposes of Section 96B of the Financial Services and Markets Act

2000. Indigo Hungary LP and Indigo Maple Hill LP also hold Convertible Notes that, subject to certain conditions, are convertible to

Ordinary Shares of the Company.

2. Mr Váradi has 837,943 options under the VCP, 133,957 options under the LTIP2024 and 270,287 options under the LTIP2025. The

remaining vesting period of the LTIP2024 options counted from the financial year-end is 1 year and 6 months, while that of the

LTIP2025 options is 2 years and 2 months. Out of the VCP options, 335,176 options have a remaining vesting period of 2 years

and 4 months, while the rest of the options are split into three parts, with the first part having a one-year longer vesting period,

the second part a two-year longer vesting period, and the third part, a three-year longer vesting period.

During F23 the Board began recommending that Non-Executive Directors should invest in the Company

and show support through holding shares in the Company to encourage alignment with Shareholder

values. The recommendation is that Non-Executive Directors should build up their share ownership in

Wizz Air over a three-year period, equal in value to one year’s basic fee. The CEO already has a

significant number of shares over and above the normal requirement.

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Application of the Remuneration Policy in F27

Application of the policy: Chief Executive Officer

a) Chief Executive Officer’s base salary

There is a 6.1 per cent increase planned to the Chief Executive Officer’s base salary for F27. The base salary

will rise from €775,000 to €822,275.

b) Short-term Incentive Plan

The Chief Executive Officer is eligible to receive a cash bonus of up to 200 per cent of base salary for F27.

The amount payable will depend on the achievement of the Balanced Scorecard:

▶ Financial measures will represent a 25 per cent weighting of the award:

• underlying profit after tax (12.5 per cent); and

• CASK ex-fuel normalised for wet leases (12.5 per cent).

▶ Non-financial measures will represent a 75 per cent weighting of the award:

• utilisation – percentage of how many hours an AC flies per day (12.5 per cent);

• completion (extraordinary circumstances excluded as per EC 261 Regulation) – percentage of

operated flights compared to total number of scheduled flights (12.5 per cent);

• customer satisfaction (12.5 per cent);

• employee engagement (12.5 per cent); and

• individual rating (25 per cent).

Payout will be calculated based on the performance against the above measures, requiring at least an “A”

individual performance rating or higher for payment to be made under the plan. Targets are set on a

yearly basis and were decided at the start of the performance period; they are not yet disclosed due to

commercial sensitivity, but will be disclosed retrospectively in next year’s Remuneration Report alongside

the outcome.

c) Long-term incentive awarded to Chief Executive Officer

The Chief Executive Officer is eligible to receive an LTIP of up to 500 per cent of base salary for F27.

▶ 60 per cent of the total LTIP award will be Restricted Options

• The restricted options portion of the award are not subject to performance conditions or underpins.

▶ 40 per cent of the total LTIP award will be Performance Options

• The performance options portion of the award will be subject to Relative Total Shareholder Return

(TSR). The peer group to measure Wizz Air’s performance against will be selected European airline

peers.

• The TSR group will consist of the following entities: Ryanair and EasyJet (50 per cent weighting);

AirFrance-KLM, Deutsche Lufthansa, Finnair and IAG (50 per cent weighting). 25 per cent of the

Performance Options will vest for median performance and 100 per cent of them will vest for

performance equal to or exceeding the upper quartile. There will be no vesting for performance below

median, and linear interpolation will apply for performance between the median and upper quartile.

d) VCP awarded to Chief Executive Officer

As referenced in the policy, the one-off VCP award was made during F22 and included an award of

837,943 shares. Any value delivered under the VCP will be offset by the value of vested LTIP awards

granted from F25 onwards.

e) Chairman and Non-Executive Directors’ fees

For F27, the Committee recommended that the basic Non-Executive Director fee would be €110,000 and

that all Committee Chairs would receive an additional €27,500. For secondary Committee membership an

additional fee of €13,759 will be paid.

The Senior Independent Director will receive an additional €22,000 and the Director responsible for

employee engagement receives €2,750 per physical employee event attended.

The Chair of the Board, William A. Franke, will receive an all‑inclusive annual fee of €369,600 in F27,

reflecting the scope and responsibilities of the role.

Historically, Committee Observers have not received any compensation. Given the increasing level of

engagement and time commitment associated with observer roles, a fee of €2,750 per event attended

has been introduced with effect from F27. This level is aligned with the fee paid for employee

engagement activities, ensuring internal consistency and fairness.

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Non‑Executive Directors will continue to be reimbursed for all reasonable and proper expenses incurred in

the performance of their duties.

Application of the policy: wider workforce

a) Short-term Incentive Plan (F27)

The performance criteria under the F27 STIP for Heads, Officers, Chief Officers and Group Managing

Director are aligned to that of the CEO.

All employees below Head level are eligible for an annual award in cash under the All-Employee Bonus

scheme with on target value equal to 1/12 of the annual qualifying earning of the Participant during the

Financial Year.

b) Long-term Incentive Plan (F27)

To ensure consistency of the F27 LTIP across all senior leadership roles, the Committee approved the same

split of 60 per cent restricted shares and 40 per cent performance shares for Head, Officer and Chief Officer

and Group Managing Director, in line with that of the Chief Executive Officer.

As the purpose of the LTIP is to prioritise creating long-term shareholder value, for the performance portion

of the award, the Committee has approved a single performance indicator, Relative Total Shareholder Return

(TSR), against select European airlines. This is consistent with the LTIP measure for the Chief Executive

Officer.

c) Senior Leadership Growth Plan (F27)

Officers, Chief Officers and Group Managing Director are no longer eligible to receive a one-off award in

shares under the SLGP, which was first granted in 2021.

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Other disclosures

Chief Executive pay ratio

The table below sets out the Chief Executive Officer to worker pay ratios for the year ended March 2026. The

ratios compare the single total figure of remuneration of the Chief Executive with the equivalent figures for

the lower quartile (P25), median (P50) and upper quartile (P75) UK employees.

We have used the Option A methodology as at 31 March 2026 for the Chief Executive Officer and employees

over the financial year to provide the most accurate comparison. The total FTE remuneration paid during the

year for each employee was calculated on the same basis as the information set out in the “single figure”

table for the Chief Executive on page 85.

In calculating the figures, the following considerations were made:

▶ the single total figure of remuneration of our colleagues was calculated using a year’s worth of

remuneration up to and including the March 2026 payroll;

▶ where employees joined part way through the reporting period, pay was pro-rated to determine the

full‑year equivalent; and

▶ this data then identified the employees at the 25^th (lower quartile), 50^th (median) and 75^th (upper

quartile) percentile points.


		Pay ratio
Financial year	Method used	P25 (lower quartile)	P50 (median)	P75 (upper quartile)
F26	Option A	149:1	110:1	60:1
F25	Option A	126:1	97:1	55:1
F24	Option A	49:1	40:1	23:1
F23	Option A	44:1	36:1	22:1
F22	Option A	80:1	59:1	29:1

The table below summarises the identified employees in 2026:


	P25 (lower quartile)		P50 (median)		P75 (upper quartile)
Financial year	Base pay	Total pay	Base pay	Total pay	Base pay	Total pay
F26	€22,042	€27,566	€25,704	€37,230	€33,936	€67,958
F25	€23,245	€30,811	€26,615	€40,178	€40,358	€71,105
F24	€21,711	€28,526	€24,881	€34,544	€34,963	€60,857
F23	€21,121	€28,878	€23,987	€35,231	€31,705	€56,272
F22	€13,479	€24,981	€15,670	€34,022	€43,101	€70,413

The CEO’s total remuneration continues to be more sensitive to individual performance outcomes and

long‑term incentive vesting than that of the wider workforce, and the ratios may therefore vary from year to

year. In F26, reported employee remuneration decreased marginally. This reflects the fact that

remuneration is reported in EUR, while employees are paid in GBP, and the appreciation of GBP during the

year reduced the translated EUR amounts.

The CEO pay ratio increased modestly, primarily due to a higher‑than‑average individual performance

outcome for the CEO, resulting in above‑target total variable remuneration. The Remuneration Committee

considers the median ratio to remain an appropriate and representative indicator of pay and progression

practices across the Company.

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Directors’ service agreements and letters of appointment

Executive Director

Since 2 August 2023, Mr Váradi has had a contract with Wizz Air UK Limited. This contract expires on 6

August 2028. The Company has the right to terminate Mr Váradi’s employment with immediate effect by

payment in lieu of notice. The service agreement contains post-termination restrictive covenants preventing

Mr Váradi from competing with the Company or any of its business partners in the EU as well as those non-

EU countries where the Wizz Air Group operates, for a period of one year following the termination of his

employment. Mr Váradi will be paid a sum equal to six months’ base salary if the Company chooses to

enforce these restrictive covenants. Upon termination of employment other than for cause, Mr Váradi is

entitled to a severance payment equal to six months’ salary, in addition to any notice pay or payment in lieu

of notice.

Non-Executive Directors

The Company entered into letters of appointment for each Director. Directors are appointed for an initial

term of three years. The Directors must retire by rotation.

Each Non-Executive Director’s appointment may be terminated by the Company or the Non-Executive

Director with one month’s written notice. Continuation of the appointment is contingent on continued

satisfactory performance and re-election at the Company’s Annual General Meetings and the appointment

will terminate automatically on the termination of the appointment by the Shareholders or, where

Shareholder approval is required for the appointment to continue, the withholding of approval by the

Shareholders. Re-appointment will be reviewed annually by the Nomination and Governance Committee.

In accordance with the terms of the letters of appointment, each of the Non-Executive Directors is required

to allocate sufficient time to discharge their responsibilities effectively. Each letter of appointment contains

obligations of confidentiality that have effect both during the appointment and after termination.

On behalf of the Board

Nóra Viktória Rabe

Corporate Secretary

11 June 2026

Wizz Air Holdings Plc Annual Report and Accounts 2026 96

GOVERNANCE

DIRECTORS’ REPORT

The Directors present their report and the audited consolidated financial statements for Wizz Air Holdings Plc

(“the Company”) and its subsidiaries (“the Group”) for the year ended 31 March 2026.

Results and dividend

The results for the year are shown on page 105.

The Directors do not recommend the payment of a dividend ( 2025: € nil). The Directors consider that the

existing reserves of the Group can currently best be utilised in supporting the significant planned future

growth of the Group.

Directors

The Directors of the Company who were in office during the year and at the date of signing the financial

statements are listed below:

▶ József Váradi;

▶ William A. Franke;

▶ Stephen L. Johnson;

▶ Barry Eccleston;

▶ Charlotte Pedersen;

▶ Andrew S. Broderick;

▶ Charlotte Andsager;

▶ Enrique Dupuy de Lome Chavarri;

▶ Dr Anthony Radev;

▶ Anna Gatti; and

▶ Phit Lian Chong.

Going concern

Basis of Preparation and Assessment Period

Wizz Air’s business activities, financial performance and financial position, together with factors likely to

affect its future development and performance, are described in the Strategic Report on pages 4 to 27.

Emerging and principal risks and uncertainties facing the Group are described on pages 19 to 27. Note 3 to

the financial statements sets out the Group’s objectives, policies and procedures for managing its capital and

liquidity and provides details of the risks related to financial instruments held by the Group.

The Directors have reviewed the Group’s latest financial forecasts for a period of 18 months from the date of

approval of the financial statements. This includes considering the Group’s available committed financing for

aircraft and its plans to finance committed future aircraft deliveries (see Note 32 ) due within this period that

are currently unfinanced and takes into account forecast aircraft groundings given our GTF engine related

supply chain issues, associated compensation to mitigate these issues and likely scenarios associated with

the Iran conflict, closure of the Strait of Hormuz and availability of jet fuel supplies.

Financial Position and Liquidity

At 31 March 2026, the Group held total cash of €2,126.4 million (including cash and cash equivalents of

€1,085.9 million, €952.8 million in cash deposits and €87.7 million in restricted cash), while net current

liabilities totalled €102.7 million (including deferred income of €1,180.1 million) and net assets amounted to

€928.4 million.

The Group’s contractual undiscounted external borrowings comprise: €308.1 million in ETS financing from

Standard Chartered Bank repayable in September 2027; and convertible debt with a balance of €25.8

million. In addition, borrowings include a carrying amount of €6,601.0 million from lease contracts

accounted for under IFRS 16 and liabilities related to JOLCO, FTL and Finance Lease contracts (see Note 23).

None of these borrowings contain any financial covenants and the €500.0 million, 1.00 per cent Eurobond

was repaid in January 2026 out of free cash. Two ratings agencies, Fitch and Moody’s, issued updates during

the fourth quarter with Fitch updating Wizz Air’s credit rating to BB with a stable outlook, while Moody’s

issued a Ba2 rating with a negative outlook.

Wizz Air Holdings Plc Annual Report and Accounts 2026 97

GOVERNANCE

Aircraft Financing and Planning Horizon

The Group operates using a three-year planning cycle. Aircraft deliveries represent the Group’s primary

capital expenditure over the going concern period, which the Group intends to finance through various forms

of sale and leaseback or other fleet-financing arrangements, consistent with its past practices. While such

financing remains partially uncommitted, the vendor additionally offers committed backstop financing. This

backstop financing would cover a substantial portion, though not all, of the expenditure if the Group chooses

to utilise it.

Forecasting Approach

The Directors’ enquiries and testing included the review of a base case model projecting the Group’s cash

flows. The base case model is derived from our contracted fleet plan. This was adjusted to reflect aircraft

availability constraints from GTF engine supply chain issues, based on forecasts prepared by the operations

team.

The resulting available fleet was overlaid with a utilisation assumption consistent with actual levels observed

in F26. A network plan was then applied to which revenue, cost, compensation, working capital and

financing assumptions were layered to develop the base case cash flows.

Downside Scenario

This base case was then flexed to produce a downside forecast that assumes lower demand leading to a

3 per cent reduction in RASK in F27, a 5 per cent reduction in RASK in F28 and a 10 per cent higher fuel cost

per metric tonne. We also increased operating costs by +2% allowing for inflation. These assumptions were

modelled cumulatively across the full going concern period. The downside case also excludes any assumed

financing for our currently unfinanced aircraft deliveries (see Note 32). Mitigating actions in relation to the

unfinanced aircraft and an assumed sale of owned spare engines were also considered in the preparation of

the downside case.

Key Risk Considerations

In preparing both base and downside forecasts, the Directors considered the emerging and principal risks

identified, including:

▶ Card acquirer risk: The Group receives payments for ticket and ancillary revenue in advance through

arrangements with various card acquirers, which are subject to typical capacity and security limits.

These limits were considered in the forecast models.

▶ Geopolitical and operational disruption: The impact of conflicts in Ukraine, Israel and Iran was

considered, including the three stranded aircraft in Ukraine (see Note 13) and restriction in Jet A1

supplies from the Middle East. Whilst the Group’s plans include continued operations to Israel, the

potential for reallocating capacity to other routes was assessed and considered manageable.

▶ Climate and regulatory risk: The Directors considered the impact of higher pricing for ETS levied in

Europe and the UK, as well as Carbon Offsetting and Reduction Scheme for International Aviation

(CORSIA) implementation costs. These were reflected in forecast assumptions through higher carbon

and fuel pricing. The use of sustainable aviation fuel (SAF) was also considered as part of increased

average jet fuel cost assumptions.

The Directors concluded that no material adverse impact on future cash flows is likely to result from these

items. Furthermore, it was assumed that there will be no further significant disruption of the magnitude

experienced in recent financial years.

Conclusion

In this downside scenario, whilst there was a significant reduction in liquidity, headroom on the security

levels of the card acquirer contracts was maintained. After making enquiries and testing the assumptions

against different forecast scenarios, including a severe but plausible downside case, the Directors have

satisfied themselves that the Group is expected to be able to meet its commitments and obligations as they

fall due for a period of at least the next twelve months from the date the Annual Report and Accounts are

approved. Accordingly, the Directors consider it appropriate to adopt the going concern basis of accounting

in preparing the financial statements.

Subsequent events

Based on the assessment conducted, no material subsequent events have been identified that would

necessitate disclosure in the financial statements for the reporting period.

Viability

In accordance with Provision 31 of the UK Corporate Governance Code 2024, the Directors have assessed

the prospects and the viability of the Group over a three-year period to March 2029. The Directors have

determined that a three-year period is appropriate because the Group’s strategic planning process

traditionally covers three years.

Wizz Air Holdings Plc Annual Report and Accounts 2026 98

GOVERNANCE

Assessment of prospects

The Group’s prospects are assessed by management and the Board primarily through the strategic planning

process. This three-year plan takes into account the current position of the Group, includes a detailed

“bottom-up” annual operating plan for the financial year starting in April of that year, and then, based on

that plan, builds a sufficiently detailed forecast for a further two financial years. The Board reviews and

analyses a base plan and a downside plan scenario with sensitivities that vary key parameters around key

principal risks. The scenarios also take account of the volatility of the current macroeconomic environment

and competitive dynamics, and align on the most plausible base plan. The scenarios are also used to

generate risk mitigation plans to deal with any downside, and acceleration plans to capture the upside.

Assessment of viability

The plan considers the existing aircraft order book of the Group and the aircraft deliveries falling due over

the three-year plan period together with their financing. This order book underpins the Group’s planned

growth for several years ahead. The Directors believe that the growth in the fleet can be absorbed by strong

demand in existing and new markets despite short term volatility brought about by the Iran conflict based

on the Company’s strengths in terms of: 1) the majority of the Group’s customers being drawn from the

younger demographic segments; 2) leveraging the historical strength of a faster growing Central and

Eastern Europe, where travel for work or to visit family and friends is becoming an increasingly essential

feature of life, but at the same time complementing this with a more focused footprint in the West and

expansion further to the Middle East, with this diversification key to buffer demand shocks in part of the

network with the rest of the network; 3) a low cost base offering a sustainable competitive advantage and

allowing the Company to sustain low fares to stimulate demand; and 4) the agility of the business model

designed to allow the airline to adapt its operations rapidly and flexibly and to serve the most financially and

strategically attractive point-to-point connections.

Although the strategic plan reflects management’s and the Directors’ best estimate of the future prospects of

the business, they have also tested the resilience of the business to unfavourable deviations of certain key

variables from the base case scenario. In defining these scenarios, the Directors considered the emerging

and principal risks that could prevent the Group from delivering on its strategy and financial targets, as

summarised on pages 19 to 27 in the Strategic Report.

The Directors concluded that the same trading-related sensitivities to RASK and fuel price that were applied

cumulatively in the going concern assessment were also appropriate to stress test the business in the

context of the viability statement. The basis for this conclusion was that a majority of the emerging and

principal risks identified would result in lower revenues or higher costs, and this combination of sensitivities

appropriately targeted the most material of these areas. Applying the sensitivities cumulatively also

assumed many of these risks could present at the same time, which was considered an appropriate

approach to the stress test.

As part of their stress testing for the viability statement, the Directors have assumed that the Group will be

able to continue financing its aircraft deliveries as they fall due, have access to its Eurobond programme –

which was extended in early 2026 – as well as have access to other financial products available to the

Group. The results of this stress testing show that the Group will be able to withstand the impact of the

assumptions used in the stress testing.

Viability statement

Based on this assessment, the Directors have a reasonable expectation that the Group will be able to

continue in operation and meet its liabilities as they fall due over the period to March 2029.

For further information on emerging and principal risks and longer-term viability please refer to pages 19

to 27.

Financial risks

The exposure of the Company to financial risks is explained in Note 3 to the financial statements. The

Group’s financial risk management objectives and policies are described on pages 125 to 134.

Environmental matters

The aviation industry has a responsibility to take steps to minimise its impact on the environment. The

Company’s ultimate goal is to ensure that by choosing to fly with Wizz Air, our customers are making a

sustainable choice of air travel. The Company’s business model is to assess and implement innovative

technologies on an ongoing basis that decrease our environmental footprint. Further details on

environmental matters are outlined on pages 216 to 248.

Wizz Air Holdings Plc Annual Report and Accounts 2026 99

GOVERNANCE

Employee matters

Committing to diversity and equal opportunities

The Company treats its existing and potential employees fairly, regardless of anything not related to their

professional abilities and irrespective of their race, gender or age. During the recruitment and selection

process, we evaluate professional factors including experience and qualifications in light of the relevant job

requirements and this principle remains throughout employment with the Company. We expect all of our

colleagues to adhere to these same principles, which are set out in The Wizz Way and our Code of Ethics,

along with the expected standards of behaviour for every member of the WIZZ team.

Employee involvement

The Company places great value on the contributions of its employees and seeks to promote their

involvement in the business wherever possible. The Company keeps employees informed by written

communications and meetings on matters affecting them as employees and on the various factors affecting

the performance of Wizz Air. Employees are encouraged to share feedback.

Further details of employee matters are set out on pages 249 to 281.

Stakeholder engagement

Details of stakeholder engagement can be found on pages 197 to 198.

Disclosure of information to auditors

At the approval date of the financial statements, the Directors confirm that, as far as they are aware, there

is no relevant audit information the Company’s auditors are unaware about, and they have taken all the

steps they ought to have taken as Directors to make themselves aware of any relevant audit information

and to establish that the Company’s auditors are aware of that information.

Independent auditors

A resolution for the appointment of the auditors of the Company for the financial year ending 31 March 2027

is to be proposed by the Directors at the forthcoming Annual General Meeting.

Indemnities

The Company maintains Directors’ and Officers’ liability insurance. This insurance provides coverage for the

Directors and Officers protecting them from claims that may be brought against them arising from their

decisions taken when exercising their duties.

Political donations and expenditure

Wizz Air works constructively with all levels of government across its network, regardless of political

affiliation. Wizz Air believes in the right of individuals to engage in the democratic process. However, Wizz

Air itself does not make any political donations and does not incur any political expenditure.

Capital structure

On 29 December 2020, Wizz Air Holdings Plc announced its decision to treat as Restricted Shares certain

Ordinary Shares held by Non-Qualifying Nationals and to issue Restricted Share Notices to such shareholders

(“Disenfranchisement”). This is because from 1 January 2021 UK nationals were no longer treated as

Qualifying Nationals with regard to European airline ownership requirements, notwithstanding the UK-EU

Trade and Cooperation Agreement. Therefore, the Board has resolved to exercise its power under the

articles to serve Restricted Share Notices on Non-Qualifying National Shareholders specifying that, from 1

January 2021, in respect of their Restricted Shares they cannot attend or speak or vote at any general

meetings of the Company. The rights to attend (whether in person or by proxy) or to speak at the general

meeting of the Company or to vote on a poll in respect of the Restricted Shares shall vest in the Chairman of

such meeting, who will be a Director who is a Qualifying National. Each such Director will give an irrevocable

undertaking not to vote any such Restricted Shares.

The Board has determined, pursuant to the articles, that the fairest and most appropriate method to

implement the Disenfranchisement is for the same proportion of each Non-Qualifying National’s (including

each UK national’s) shareholding to be designated as Restricted Shares:

▶ 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 Regulation (EC) No. 1008/2008

of the European Commission, 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.

Wizz Air Holdings Plc Annual Report and Accounts 2026 100

GOVERNANCE

To protect the EU airline operating licence of Wizz Air Hungary Limited and Wizz Air Malta Limited

(subsidiaries of the Company), the Board has resolved to continue to apply a disenfranchisement of Ordinary

Shares held by non-EEA Shareholders in the capital of the Company. This will continue to be done on the

basis of a “Permitted Maximum” of 45 per cent pursuant to the Company’s articles of association (“the

Permitted Maximum”). In preparation for the 2025 Annual General Meeting (AGM), on 24 July 2025 the

Company sent a Restricted Share Notice to Non-Qualifying registered Shareholders, informing them of the

number of Ordinary Shares that will be treated as Restricted Shares.

As at 31 March 2026, the Company had 103,461,185 Ordinary Shares of £0.0001 each in issue, each with

one vote. There were no shares held in treasury at that date. The rights and obligations attached to the

Company’s shares are set out in the articles of association. Holders of Ordinary Shares have the following

rights:

a) subject to any rights or restrictions as to voting attached to any Ordinary Shares, on a show of hands,

each Shareholder present in person shall have one vote, and on a poll each Shareholder present in

person or by proxy shall have one vote for every Ordinary Share he/she holds;

b) a certificated share may be transferred by means of an instrument in writing, either by the usual

transfer form or in any other form that the Board approves, signed by or on behalf of the person

transferring the Ordinary Shares and, unless the Ordinary Shares are fully paid, by or on behalf of the

person acquiring the Ordinary Shares. Ordinary Shares in uncertificated form may be transferred by

means of the relevant system;

c) the right to receive dividends on a pari passu basis; and

d) upon a winding-up, the liquidator may divide amongst the members in specie the whole or any part of

the assets of the Company.

During the 2026 financial year 65,107 new Ordinary Shares were allotted for cash, all on a non-pre-emptive

basis. These were allotted pursuant to the exercise of share options by the employees of the Group.

The aggregate nominal value of the Ordinary Shares allotted for cash in the 2026 financial year was £13.13.

The aggregate cash consideration received by the Company for the allotment of the Ordinary Shares was

£854,744.

Corporate Governance Statement

The Corporate Governance Statement, prepared in accordance with rule 7.2 of the UK Listing Authority’s

Disclosure Guidance and Transparency Rules sourcebook, can be found in the Wizz Air Holdings Plc

Corporate Governance Report on page 36. The Wizz Air Holdings Plc Corporate Governance Report forms

part of this Wizz Air Holdings Plc Directors’ Report and is incorporated into it by this reference.

Wizz Air Holdings Plc Annual Report and Accounts 2026 101

GOVERNANCE

Information required by UK Listing Rule 6.6.1

In compliance with Listing Rule 6.6.1, the Company discloses the following information:


UK Listing Rule	Information required	Relevant disclosure
6.6.1 (1)	Interest capitalised by the Group	N/A
6.6.1 (2)	Unaudited financial information as required (UKLR 6.2.23 R)	Unaudited financial information was published by the Group in its interim management statements (for Q1 and Q3), half-yearly results and preliminary announcement of results for the year. There have been no changes to the unaudited information previously published.
6.6.1(3)	Long-term Incentive Schemes (LR 9.3.3 R)	See Directors’ Remuneration Report.
6.6.1 (4)	Directors’ waivers of emoluments	See Directors’ Remuneration Report.
6.6.1(5)	Directors’ waivers of future emoluments	See Directors’ Remuneration Report.
6.6.1(6)	Non-pro-rata allotments of equity securities for cash (the Company)	See paragraph headed “Capital structure” in this report.
6.6.1(7)	Non-pro-rata allotments of equity securities for cash (major subsidiaries)	N/A
6.6.1(8)	Participation of parent undertaking in placings	N/A
6.6.1(9)	Contracts of significance in which a Director or controlling shareholder was interested	N/A
6.6.1 (10)	Contracts for the provision of services by a controlling shareholder	N/A
6.6.1(11)	Waivers of dividends	N/A
6.6.1(12)	Waivers of future dividends	N/A
6.6.1(14)	Statements relating to controlling shareholders and ensuring company independence	See Corporate Governance Report.

For and on behalf of the Board

József Váradi

Chief Executive Officer

11 June 2026

Registered number: 103356

Wizz Air Holdings Plc Annual Report and Accounts 2026 102

GOVERNANCE

COMPANY INFORMATION

Registered number

103356

Registered office

44 Esplanade

St Helier

Jersey

JE4 9WG

Secretary

CSC Corporate Services (Jersey) Limited

44 Esplanade

St Helier

Jersey

JE4 9WG

Independent auditors

PricewaterhouseCoopers LLP

1 Embankment Place

London

WC2N 6RH

United Kingdom

Principal bankers

Citibank

Citigroup Centre

25 Canada Square

Canary Wharf

London

E14 5LB

United Kingdom

Share registrar

Computershare Investor Services

(Jersey) Limited

13 Castle Street

St Helier

Jersey

JE1 1ES

Financial public relations

MHP Group

60 Great Portland Street

London

W1W 7RT

United Kingdom

Joint corporate brokers

Morgan Stanley & Co. International plc

25 Cabot Square

Canary Wharf

London

E114 4QA

United Kingdom

J.P. Morgan Cazenove

25 Bank Street

Canary Wharf

London

E14 5JP

United Kingdom

Wizz Air Holdings Plc Annual Report and Accounts 2026 103

STATEMENT OF DIRECTORS’ RESPONSIBILITIES IN RESPECT

OF THE FINANCIAL STATEMENTS

The Directors are responsible for preparing the Annual Report and Accounts in accordance with applicable

law and regulation.

The Companies (Jersey) Law 1991 requires the Directors to prepare consolidated financial statements for

each financial year. Under that law the Directors have prepared the Group financial statements in

accordance with the International Financial Reporting Standards (IFRS) as adopted by the European Union.

Under the Companies (Jersey) Law 1991, the Directors must not approve the consolidated financial

statements unless they are satisfied that they give a true and fair view of the state of affairs of the Group

and of the profit or loss of the Group for that period. In preparing the consolidated financial statements, the

Directors are required to:

▶ select suitable accounting policies and then apply them consistently;

▶ state whether applicable IFRS as adopted by the European Union have been followed, subject to any

material departures disclosed and explained in the consolidated financial statements;

▶ make judgements and accounting estimates that are reasonable and prudent; and

▶ prepare the consolidated financial statements on the going concern basis unless it is inappropriate to

presume that the Group will continue in business.

The Directors are responsible for safeguarding the assets of the Group and hence for taking reasonable steps

for the prevention and detection of fraud and other irregularities.

The Directors are also responsible for keeping proper accounting records that are sufficient to show and

explain the Group’s transactions and disclose with reasonable accuracy at any time the financial position of

the Group and enable them to ensure that the consolidated financial statements comply with the Companies

(Jersey) Law 1991 and the Directors’ Remuneration Report complies with the UK Companies Act 2006 as if

the Company was a UK quoted company.

The Directors are responsible for the maintenance and integrity of the Group’s website. Legislation in the

United Kingdom governing the preparation and dissemination of consolidated financial statements may differ

from legislation in other jurisdictions.

Directors’ confirmations

The Directors consider that the Annual Report and Accounts, taken as a whole, is fair, balanced and

understandable and provides the information necessary for Shareholders to assess the Group’s financial

position and performance, business model and strategy.

Each of the Directors, whose names and functions are listed in the Directors’ Report confirm that, to the best

of their knowledge:

▶ the Group financial statements, which have been prepared in accordance with IFRS as adopted by the

European Union, give a true and fair view of the assets, liabilities, financial position and profit or loss of

the Group; and

▶ the Strategic Report includes a fair review of the development and performance of the business and the

position of the Group, together with a description of the principal risks and uncertainties that it faces.

In the case of each Director in office at the date the Directors’ Report is approved:

▶ so far as the Director is aware, there is no relevant audit information the Group’s auditors are unaware;

and

▶ they have taken all the steps they ought to have taken as a Director to make themselves aware of any

relevant audit information and to establish that the Group’s auditors are aware of that information.

On behalf of the Board

József Váradi

Director

11 June 2026

Wizz Air Holdings Plc Annual Report and Accounts 2026 104

CONSOLIDATED

FINANCIAL

STATEMENTS

AND NOTES

Wizz Air Holdings Plc Annual Report and Accounts 2026 105

CONSOLIDATED FINANCIAL STATEMENTS AND NOTES

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

FOR THE YEAR ENDED 31 MARCH 2026


	Note	2026	2025
	Note	€ million	€ million
Passenger ticket revenue	5,6	3,161.4	2,917.0
Ancillary revenue	5,6	2,530.0	2,350.6
Total revenue	5,6	5,691.4	5,267.6
Staff costs	8	(655.9)	(564.9)
Fuel costs		(1,764.0)	(1,797.6)
Distribution and marketing		(133.4)	(117.8)
Maintenance, materials and repairs		(462.8)	(330.4)
Airport, handling and en-route charges		(1,527.6)	(1,351.8)
Depreciation and amortisation		(1,178.6)	(966.8)
Other expenses		(371.2)	(466.6)
Other income		541.8	495.8
Total operating expenses		(5,551.7)	(5,100.1)
Operating profit		139.7	167.5
Financial income	10	73.6	82.1
Financial expenses	10	(267.8)	(249.5)
Net loss on derivative financial instruments	10	(20.6)	(6.4)
Net foreign exchange gains	10	102.1	26.0
Net financing expense	10	(112.7)	(147.8)
Share of net profit of associates	18	—	—
Profit before income tax		27.0	19.7
Income tax (expense)/ credit	11	(25.7)	194.2
Profit for the year		1.3	213.9
(Loss)/Profit for the year attributable to:
Non-controlling interests	17	(0.9)	(11.9)
Owners of Wizz Air Holdings Plc		2.2	225.8
Other comprehensive income/(expense) – items that may be subsequently reclassified to profit or loss:
Change in fair value of cash flow hedging reserve, net of tax	28	564.6	(35.4)
Cash flow hedging reserve recycled to profit or loss	28	(48.8)	13.6
Cost of hedging	28	16.5	(32.8)
Currency translation differences	28	18.6	0.6
Other comprehensive income/(expense) for the year, net of tax		550.9	(54.0)
Total comprehensive income for the year		552.2	159.9
Total comprehensive income/(expense) for the year attributable to:
Non-controlling interests	17	3.2	(11.8)
Owners of Wizz Air Holdings Plc		549.0	171.7

Basic earnings per share (€/share)	12	0.02	2.18
Diluted earnings per share (€/share)	12	0.03	1.78

The Notes on pages 110 to 165 are an integral part of these financial statements.

Wizz Air Holdings Plc Annual Report and Accounts 2026 106

CONSOLIDATED FINANCIAL STATEMENTS AND NOTES

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

AT 31 MARCH 2026


	Note	31 March 2026	31 March 2025
	Note	€ million	€ million
ASSETS
Non-current assets
Property, plant and equipment	13	7,128.1	6,493.0
Intangible assets	14	114.8	98.9
Restricted cash	22	45.2	36.3
Long-term cash deposits		174.4	—
Deferred tax assets	15	285.6	334.7
Derivative financial instruments	21	41.9	1.8
Trade and other receivables	20	25.1	45.7
Investments in associates	18	5.7	5.7
Investments in other entities		3.7	3.7
Total non-current assets		7,824.5	7,019.9
Current assets
Inventories	19	305.7	271.9
Trade and other receivables	20	687.0	630.4
Current tax assets		3.7	3.2
Derivative financial instruments	21	542.2	10.3
Restricted cash	22	42.5	42.0
Short-term cash deposits		778.4	1,060.2
Cash and cash equivalents		1,085.9	597.5
Total current assets		3,445.4	2,615.5
Total assets		11,269.9	9,635.4
Equity attributable to owners of the parent
Share capital	28	—	—
Share premium	28	381.2	381.2
Reorganisation reserve	28	(193.0)	(193.0)
Equity part of convertible debt	28	8.3	8.3
Cash flow hedging reserve	28	507.8	(8.0)
Cost of hedging reserve	28	2.7	(13.8)
Cumulative translation adjustments	28	17.8	3.3
Retained earnings		207.3	188.6
Capital and reserves attributable to the owners of Wizz Air Holdings Plc		932.1	366.6
Non-controlling interests	17	(3.7)	(49.5)
Total equity		928.4	317.1
Non-current liabilities
Borrowings	23	6,138.5	5,070.6
Convertible debt	24	24.7	25.2
Deferred income	26	203.9	166.5
Derivative financial instruments	21	43.6	13.4
Trade and other payables	25	103.6	69.5
Provisions for liabilities and charges	29	279.1	201.2
Total non-current liabilities		6,793.4	5,546.3
Current liabilities
Trade and other payables	25	1,301.0	1,038.8
Current tax liabilities		3.1	18.6
Borrowings	23	815.9	1,517.9
Convertible debt	24	1.1	0.3
Derivative financial instruments	21	11.7	29.2
Deferred income	26	1,180.1	1,013.3
Provisions for liabilities and charges	29	235.2	153.9
Total current liabilities		3,548.1	3,772.0
Total liabilities		10,341.5	9,318.3
Total equity and liabilities		11,269.9	9,635.4

The Notes on pages 110 to 165 are an integral part of these financial statements.

The financial statements on pages 105 to 165 were approved by the Board of Directors and authorised for

issue on 11 June 2026 , and were signed on behalf of the Board by:

József Váradi

Chief Executive Officer

Wizz Air Holdings Plc Annual Report and Accounts 2026 107

CONSOLIDATED FINANCIAL STATEMENTS AND NOTES

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 MARCH 2026


	Share capital	Share premium	Reorganisation reserve	Equity part of convertible debt	Cash flow hedging reserve	Cost of hedging reserve	Cumulative translation adjustments	(Accumulated losses)/ Retained earnings	Total	Non- controlling interest	Total equity
	€ million	€ million	€ million	€ million	€ million	€ million	€ million	€ million	€ million	€ million	€ million
Note	28	28	28	28	28	28	28	28		17
Balance at 1 April 2025	—	381.2	(193.0)	8.3	(8.0)	(13.8)	3.3	188.6	366.6	(49.5)	317.1
Comprehensive income/ (expense):
Profit/(loss) for the year	—	—	—	—	—	—	—	2.2	2.2	(0.9)	1.3
Other comprehensive income/ (expense)	—	—	—	—	515.8	16.5	14.5	—	546.8	4.1	550.9
Total comprehensive income/ (expense) for the year	—	—	—	—	515.8	16.5	14.5	2.2	549.0	3.2	552.2
Transactions with owners in their capacity as owners:
Change of NCI without a change in control (Note 23)	—	—	—	—	—	—	—	—	—	42.6	42.6
Share-based payment charge (Note 27)	—	—	—	—	—	—	—	17.1	17.1	—	17.1
Release on liquidation (Note 16)	—	—	—	—	—	—	—	(0.6)	(0.6)	—	(0.6)
Total transactions with owners in their capacity as owners:	—	—	—	—	—	—	—	16.5	16.5	42.6	59.1
Balance at 31 March 2026	—	381.2	(193.0)	8.3	507.8	2.7	17.8	207.3	932.1	(3.7)	928.4

The Notes on pages 110 to 165 are an integral part of these financial statements.

Wizz Air Holdings Plc Annual Report and Accounts 2026 108

CONSOLIDATED FINANCIAL STATEMENTS AND NOTES

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 MARCH 2025


	Share capital	Share premium	Reorganisation reserve	Equity part of convertible debt	Cash flow hedging reserve	Cost of hedging reserve	Cumulative translation adjustment	Retained earnings/ (Accumulated losses)	Total	Non- controlling interest	Total equity
	€ million	€ million	€ million	€ million	€ million	€ million	€ million	€ million	€ million	€ million	€ million
Note	28	28	28	28	28	28	28	28		17
Balance at 1 April 2024	—	381.2	(193.0)	8.3	13.8	19.0	2.8	(48.7)	183.4	(37.7)	145.7
Comprehensive income/(expense):
Profit/(loss) for the year	—	—	—	—	—	—	—	225.8	225.8	(11.9)	213.9
Other comprehensive (expense)/income	—	—	—	—	(21.8)	(32.8)	0.5	—	(54.1)	0.1	(54.0)
Total comprehensive income/(expense) for the year	—	—	—	—	(21.8)	(32.8)	0.5	225.8	171.7	(11.8)	159.9
Transactions with owners in their capacity as owners:
Share-based payment charge (Note 27)	—	—	—	—	—	—	—	11.5	11.5	—	11.5
Total transactions with owners in their capacity as owners:	—	—	—	—	—	—	—	11.5	11.5	—	11.5
Balance at 31 March 2025	—	381.2	(193.0)	8.3	(8.0)	(13.8)	3.3	188.6	366.6	(49.5)	317.1

The Notes on pages 110 to 165 are an integral part of these financial statements.

Wizz Air Holdings Plc Annual Report and Accounts 2026 109

CONSOLIDATED FINANCIAL STATEMENTS AND NOTES

CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE YEAR ENDED 31 MARCH 2026


		2026	2025
	Note	€ million	€ million
Cash flows from operating activities
Profit before income tax		27.0	19.7
Adjustments for:
Depreciation	13	1,146.8	939.9
Amortisation	14	31.8	26.9
Financial income	10	(73.6)	(82.1)
Financial expenses	10	267.8	249.5
Unrealised fair value (gains)/losses on derivative financial instruments		(62.8)	11.6
Unrealised foreign currency gains		(170.2)	(31.5)
Realised non-operating foreign currency losses/(gains)		84.7	(6.5)
Gain on sale of property, plant and equipment		(261.0)	(121.3)
Share-based payment charges	27	17.1	11.5
Other non-cash operating income		(8.8)	(19.1)
		998.8	998.6

Changes in working capital
Decrease in trade and other receivables	20	61.0	17.8
(Increase)/decrease in inventory	19	(25.8)	67.8
Increase in provisions	29	1.3	3.4
Decrease in trade and other payables	25	(2.6)	(198.0)
Increase in deferred income	26	166.5	215.1
		200.4	106.1

Cash generated by operating activities before tax		1,199.2	1,104.7
Income taxes paid		(19.6)	(39.1)
Net cash generated by operating activities		1,179.6	1,065.6

Purchase of aircraft maintenance assets		(41.6)	(23.9)
Purchase of tangible and intangible assets		(366.5)	(258.8)
Proceeds from the sale of tangible assets		802.6	303.6
Advances paid for aircraft and spare engines	13	(245.0)	(362.8)
Refund of advances paid for aircraft and spare engines	13	471.3	303.9
Interest received		80.3	75.9
Release of restricted cash	22	57.0	37.7
Increase in restricted cash	22	(70.4)	(7.2)
Release of cash deposits		1,851.6	1,136.3
Increase in cash deposits		(1,788.0)	(1,466.0)
Payment for acquisition of investments		—	(2.1)
Net cash generated by/(used in) investing activities		751.3	(263.4)

Proceeds from new loans*		79.2	245.6
Repayment of loans*	23	(791.4)	(720.0)
Interest paid on loans*	23	(234.7)	(207.1)
Repayment of unsecured debt		(500.0)	—
Interest paid on unsecured debt		(5.0)	(5.0)
Proceeds from secured debt		22.8	—
Repayment of secured debt		—	(240.8)
Interest paid on secured debt		—	(9.5)
Transactions with non-controlling interests	23	30.0	—
Repayment of other loan	16	(23.6)	—
Other interest paid		(4.8)	(1.9)
Net cash used in financing activities	30	(1,427.5)	(938.7)
Net increase/(decrease) in cash and cash equivalents		503.4	(136.5)
Cash and cash equivalents at the beginning of the financial year**		596.9	716.4
Effect of exchange rate fluctuations on cash and cash equivalents		(16.7)	17.0
Cash and cash equivalents at the end of the year**		1,083.6	596.9

* Mostly JOLCO, FTL, FL and IFRS 16, ‘Leases’ repayments and interest payments. See Note 23 for cash payments for lease.

**Cash and cash equivalents at 31 March 2026 include €516.0 million (31 March 2025: €525.3 million; 31 March 2024: €359.4

million) of cash at bank and €569.7 million (31 March 2025: €72.2 million; 31 March 2024: €145.6 million) of cash deposits

maturing within three months of inception, €0.3 million in money market funds (31 March 2025: €nil million; 31 March 2024:

€223.4 million) and overdrafts (repayable on demand) of € 2.3 million (31 March 2025: €0.6 million; 31 March 2024: €12.0 million),

which are an integral part of cash management activities.

The Notes on pages 110 to 165 are an integral part of these financial statements.

Wizz Air Holdings Plc Annual Report and Accounts 2026 110

CONSOLIDATED FINANCIAL STATEMENTS AND NOTES

NOTES FORMING PART OF THE FINANCIAL STATEMENTS

1. General information

Wizz Air Holdings Plc (“the Company”) is a public limited company incorporated in Jersey , registered at 44

The Esplanade, St Helier, Jersey JE4 9WG. The Company is managed from Route François-Peyrot 12, 1218

Le Grand-Saconnex, Geneva, Switzerland. The Company and its subsidiaries (together referred to as “the

Group” or “Wizz Air”) provide low-cost, low-fare passenger air transportation services on scheduled short-

haul and medium-haul point-to-point routes across Europe and the Middle East. The Company’s Ordinary

Shares are listed in the equity shares for commercial companies (“ESCC”) category of the Official List of the

Financial Conduct Authority and admitted to the Main Market of the London Stock Exchange.

2. Material accounting policies

The material accounting policies applied in the presentation of these consolidated financial statements are

set out below. These policies have been consistently applied to all the years presented, unless otherwise

stated.

Basis of preparation

These consolidated financial statements combine the financial information of the Company and its

subsidiaries. The audited consolidated financial statements have been prepared and approved by the

Directors in accordance with the International Financial Reporting Standards as adopted by the European

Union (“Adopted IFRS”) and IFRS Interpretations Committee guidance.

Based on the exemption provided for in Article 105 (11) of the Companies (Jersey) Law 1991, the Company

does not present its separate financial statements and related notes.

The financial statements are presented in euros (EUR or €).

The Company rounds each amount and percentage individually from the fully accurate number to the figure

disclosed in the financial statements. As a result, some amounts and percentages do not total – though such

differences are all trivial.

The consolidated financial statements have been prepared under the historical cost convention, modified by

the revaluation of financial assets and financial liabilities (including derivative instruments) at fair value

through profit or loss.

The preparation of the consolidated financial statements in conformity with the adopted IFRS requires the

use of certain critical accounting estimates, and for management to exercise judgements in the process of

applying the Group’s accounting policies. The areas involving a high degree of judgement or complexity, or

areas where assumptions and estimates involving significant uncertainty carry a risk of causing material

adjustment to the carrying amount of assets and liabilities in the coming year, are disclosed in Note 4.

New standards, amendments and interpretations

a) Standards, amendments and interpretations adopted by the EU, effective for annual periods

beginning on or after 1 January 2025 and adopted by the Group

The Group applied the following amended standards effective for annual periods beginning on or after 1

January 2025 for the first time for its annual reporting period commencing on 1 April 2025:

▶ Amendments to IAS 21, ‘The Effects of Changes in Foreign Exchange Rates’: Lack of Exchangeability

The Group has not identified any transactions for which spot rates are unavailable, therefore the

amendments have no significant effect on the Group’s financial statements.

b) Standards, amendments and interpretations effective and not adopted by the Group

There are no effective standards, amendments and interpretations that are not adopted by the Group.

c) Standards early adopted by the Group

There are no standards early adopted by the Group.

d) Interpretations and standards that are not yet effective and have not been early adopted by the Group

New standards and amendments adopted by the EU, effective for periods beginning on or after 1 January

2026:

▶ Annual Improvements to IFRS Accounting Standards - Volume 11, contains amendments to the

following standards: IFRS 1, ‘First-time Adoption of International Financial Reporting Standards’, IFRS 7,

‘Financial Instruments: Disclosures’, IFRS 9, ‘Financial Instruments’, IFRS 10, ‘Consolidated Financial

Statements’ and IAS 7, ‘Statement of Cash Flows’.

Wizz Air Holdings Plc Annual Report and Accounts 2026 111

CONSOLIDATED FINANCIAL STATEMENTS AND NOTES

NOTES FORMING PART OF THE FINANCIAL STATEMENTS

▶ Amendments to the Classification and Measurement of Financial Instruments (Amendments to IFRS 9

and IFRS 7).

▶ Contracts Referencing Nature-dependent Electricity (Amendments to IFRS 9 and IFRS 7).

▶ IFRS 18, ‘Presentation and Disclosure in Financial Statements’: The IASB issued IFRS 18 on 9 April

2024. The new standard will give investors more transparent and comparable information about

companies’ financial performances. IFRS 18 introduces three sets of new requirements to improve

companies’ reporting of financial performance and give investors a better basis for analysing and

comparing companies: three defined categories for income and expenses – operating, investing and

financing – to improve the structure of the income statement, and requiring all companies to provide

new defined subtotals, including operating profit; explanations of the company-specific measures that

are related to the income statement, referred to as management-defined performance measures

(MPMs); and enhanced guidance on how to organise information and whether to provide it in the

primary financial statements or in the notes. IFRS 18 is effective for annual reporting periods beginning

on or after 1 January 2027, with earlier application permitted.

IFRS 18 is applicable for the Group, therefore an analysis of the impact of IFRS 18, particularly with respect

to the structure of the Group’s statement of comprehensive income, the statement of cash flows and

additional disclosures required for management-defined performance measures, is in progress.

New standards and amendments not yet adopted by the EU, effective for periods beginning on or after 1

January 2027:

▶ The Effects of Changes in Foreign Exchange Rates: Translation to a Hyperinflationary Presentation

Currency (Amendments to IAS 21)

▶ IFRS 19, ‘Subsidiaries without Public Accountability: Disclosures

▶ Amendments to IFRS 19 Subsidiaries without Public Accountability: Disclosures

▶ IFRS 20 Regulatory Assets and Regulatory Liabilities

The new accounting standard and amendments above, other than IFRS 18, are not expected to have a

material impact on the Group in the current or future reporting periods. An analysis of the impact of IFRS

18, particularly with respect to the structure of the Group’s statement of comprehensive income, the

statement of cash flows and additional disclosures required for management-defined performance measures,

is in progress.

Basis of consolidation

The Company controls an entity when it is exposed, or has rights, to variable returns from its involvement

with the entity, and has the ability to affect those returns through its power over the entity. The Company

controls an entity if it has all of the following:

▶ power over the entity;

▶ exposure, or rights, to variable returns from its involvement with the entity; and

▶ the ability to use its power over the entity to affect the amount of its returns from the entity.

Generally, there is a presumption that a majority of voting rights results in control. To support this

presumption, and when the Group has less than a majority of the voting or similar rights of an investee, the

Group considers all relevant facts and circumstances in assessing whether it has power over an investee,

including:

▶ the contractual arrangement(s) with the other vote holders of the investee;

▶ rights arising from other contractual arrangements; and

▶ the Group’s voting rights and potential voting rights.

The Group re-assesses whether or not it controls an investee if facts and circumstances indicate that there

are changes to one or more of the three elements of control.

Non-controlling interests (NCIs) in the results and equity of subsidiaries are shown separately in the

consolidated statement of comprehensive income, the statement of changes in equity and the statement of

financial position respectively. NCIs are measured initially at their proportionate share of the acquiree’s

identifiable net assets at the date of acquisition. Changes in the Group’s interest in a subsidiary that do not

result in a loss of control are accounted for as equity transactions.

Subsidiaries are all entities that are deemed controlled by the Company from an IFRS perspective. The

financial statements of subsidiaries are included in the consolidated financial statements from the date when

control commences until the date when control ceases, or when a subsidiary becomes dormant having

results and balances not material to the Group. The results of the subsidiaries (including their branches) are

consolidated up to 31 March, which is the financial year-end of the Company. Intra-group balances, and any

unrealised gains and losses or income and expenses arising from intra-group transactions, are eliminated

when preparing the consolidated financial statements.

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CONSOLIDATED FINANCIAL STATEMENTS AND NOTES

NOTES FORMING PART OF THE FINANCIAL STATEMENTS

Going concern

Basis of Preparation and Assessment Period

Wizz Air’s business activities, financial performance and financial position, together with factors likely to

affect its future development and performance, are described in the Strategic Report on pages 4 to 35.

Emerging and principal risks and uncertainties facing the Group are described on pages 19 to 27. Note 3 to

the financial statements sets out the Group’s objectives, policies and procedures for managing its capital and

liquidity and provides details of the risks related to financial instruments held by the Group.

The Directors have reviewed the Group’s latest financial forecasts for a period of 18 months from the date of

approval of the financial statements. This includes considering the Group’s available committed financing for

aircraft and its plans to finance committed future aircraft deliveries (see Note 32) due within this period that

are currently unfinanced and takes into account forecast aircraft groundings given our GTF engine related

supply chain issues, associated compensation to mitigate these issues and likely scenarios associated with

the Iran conflict, closure of the Strait of Hormuz and availability of jet fuel supplies.

Financial Position and Liquidity

At 31 March 2026, the Group held total cash of €2,126.4 million (including cash and cash equivalents of

€1,085.9 million, €952.8 million in cash deposits and €87.7 million in restricted cash), while net current

liabilities totalled €102.7 million (including deferred income of €1,180.1 million) and net assets amounted to

€928.4 million.

The Group’s contractual undiscounted external borrowings comprise: €308.1 million in ETS financing from

Standard Chartered Bank repayable in September 2027; and convertible debt with a balance of €25.8

million. In addition, borrowings include a carrying amount of €6,601.0 million from lease contracts

accounted for under IFRS 16 and liabilities related to JOLCO, FTL and Finance Lease contracts (see Note 23).

None of these borrowings contain any financial covenants and the €500.0 million, 1.00 per cent Eurobond

was repaid in January 2026 out of free cash. Two ratings agencies, Fitch and Moody’s, issued updates during

the fourth quarter with Fitch updating Wizz Air’s credit rating to BB with a stable outlook, while Moody’s

issued a Ba2 rating with a negative outlook.

Aircraft Financing and Planning Horizon

The Group operates using a three-year planning cycle. Aircraft deliveries represent the Group’s primary

capital expenditure over the going concern period, which the Group intends to finance through various forms

of sale and leaseback or other fleet-financing arrangements, consistent with its past practices. While such

financing remains partially uncommitted, the vendor additionally offers committed backstop financing. This

backstop financing would cover a substantial portion, though not all, of the expenditure if the Group chooses

to utilise it.

Forecasting Approach

The Directors’ enquiries and testing included the review of a base case model projecting the Group’s cash

flows. The base case model is derived from our contracted fleet plan. This was adjusted to reflect aircraft

availability constraints from GTF engine supply chain issues, based on forecasts prepared by the operations

team.

The resulting available fleet was overlaid with a utilisation assumption consistent with actual levels observed

in F26. A network plan was then applied to which revenue, cost, compensation, working capital and

financing assumptions were layered to develop the base case cash flows.

Downside Scenario

This base case was then flexed to produce a downside forecast that assumes lower demand leading to a

3 per cent reduction in RASK in F27, a 5 per cent reduction in RASK in F28 and a 10 per cent higher fuel cost

per metric tonne. We also increased operating costs by +2% allowing for inflation. These assumptions were

modelled cumulatively across the full going concern period. The downside case also excludes any assumed

financing for our currently unfinanced aircraft deliveries (see Note 32). Mitigating actions in relation to the

unfinanced aircraft and an assumed sale of owned spare engines were also considered in the preparation of

the downside case.

Wizz Air Holdings Plc Annual Report and Accounts 2026 113