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RNS Number : 7568E Wise PLC 18 September 2024
18 September 2024
Wise plc
(the "Company")
Publication of AGM Results
Following its Annual General Meeting ("AGM") held today, the Company announces
the results of the poll vote for each of the resolutions as set out in the
Notice of the AGM.
Resolutions 1 to 15 were passed as ordinary resolutions.
Resolutions 16 to 19 were passed as special resolutions.
The results of the poll for each resolution are as follows:
Resolution Votes for For (% of shares voted) Votes against Against (% of shares voted) Total number of votes* % of ISC voted* Votes withheld***
1. To receive the 2024 Annual Report and Accounts ("ARA") 2,335,378,094 100.00 61,845 0.00 2,335,439,939 86.48% 5,977,777
2. To approve the Directors' Remuneration Report 2,288,396,422 97.80 51,499,233 2.20 2,339,895,655 86.64% 1,522,060
3. To approve the Directors' Remuneration Policy 2,139,972,965 91.64 195,308,693 8.36 2,335,281,658 86.47% 6,136,057
4. To re-appoint PwC LLP as auditors to the Company 2,337,449,983 99.83 3,898,316 0.17 2,341,348,299 86.70% 69,416
5. To authorise the Directors to determine the Company auditors' 2,340,219,438 99.95 1,130,308 0.05 2,341,349,746 86.70% 67,969
remuneration
6. To re-elect David Bolling Wells as Director 2,298,104,258 98.15 43,228,510 1.85 2,341,332,768 86.70% 84,948
7. To re-elect Kristo Käärmann as Director 2,318,797,594 99.04 22,570,969 0.96 2,341,368,563 86.70% 49,153
8. To re-elect Elizabeth Grace Chambers as Director 2,303,904,215 98.48 35,494,664 1.52 2,339,398,879 86.62% 2,018,837
9. To re-elect Terri Lynn Duhon as Director 2,337,657,834 99.93 1,748,170 0.07 2,339,406,004 86.62% 2,011,712
10. To re-elect Clare Elizabeth Gilmartin as Director 2,336,966,163 99.90 2,433,159 0.10 2,339,399,322 86.62% 2,018,394
11. To re-elect Alastair Michael Rampell as Director 2,339,582,649 99.93 1,750,416 0.07 2,341,333,065 86.70% 84,651
12. To re-elect Hooi Ling Tan as Director 2,338,837,494 99.89 2,495,696 0.11 2,341,333,190 86.70% 84,526
13. To re-elect Ingo Jeroen Uytdehaage as Director 2,304,751,919 98.44 36,583,829 1.56 2,341,335,748 86.70% 81,968
14. To authorise the Company to make political donations 2,319,421,496 99.28 16,853,053 0.72 2,336,274,549 86.51% 5,143,167
15. To authorise the Directors to allot class A ordinary shares 2,312,929,410 98.79 28,433,692 1.21 2,341,363,102 86.70% 54,614
16. To authorise the Directors to disapply statutory pre-emption rights** 2,324,961,325 99.31 16,255,223 0.69 2,341,216,548 86.69% 201,168
17. To disapply pre-emption rights in the event of an acquisition 2,288,279,449 97.74 52,937,005 2.26 2,341,216,454 86.69% 201,262
transaction or other capital investment**
18. To authorise the Company to purchase its own class A ordinary shares** 2,336,032,058 99.78 5,046,230 0.22 2,341,078,288 86.69% 339,428
19. To authorise the Directors to call general meetings on not less than 14 2,311,460,866 98.73 29,676,940 1.27 2,341,137,806 86.69% 279,910
clear days' notice**
* In accordance with the Company's Articles of Association, Kristo
Käärmann's voting rights have been capped to one vote below 50% of the total
votes eligible to be cast in respect of any shareholder resolution.
Accordingly, when calculating the total exercisable voting rights for the 2024
AGM, the Company's percentage of issued share capital voted has been reduced
proportionately as explained below.
The Company's issued share capital consists of 1,025,000,252 class A ordinary
shares of £0.01, each carrying one vote ("Class A Shares") and 398,889,814
class B ordinary shares of £0.000000001 ("Class B Shares"). The Company does
not hold any Class A Shares or Class B Shares in treasury.
The total number of voting rights attributable to the Class A Shares is
1,025,000,252, and the total number of voting rights attributable to the Class
B Shares is 2,193,396,147. Therefore the total number of voting rights in the
Company in aggregate across the Class A Shares and the Class B Shares is
3,218,396,399.
When accounting for the total number of Class B Share voting rights that will
be restricted as a result of the above mentioned cap, the total exercisable
voting rights in the Company in aggregate across the Class A Shares and Class
B Shares is 2,700,633,879.
** Special resolution
*** A "Vote withheld" is not a vote in law and is not counted in the
calculation of the votes 'For' or 'Against' a resolution.
Notes:
Equiniti, the Company's Share Registrar, acted as scrutineer of the poll on
all resolutions.
Jane Fahey
Group Company Secretary
For any queries related to the AGM, please contact the Company Secretariat on
cosec@wise.com (mailto:agm@wise.com)
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