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REG - Wise PLC - Result of AGM

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RNS Number : 8791A  Wise PLC  25 September 2025

25 September 2025

 

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 14 were passed as ordinary resolutions.

Resolutions 15 to 18 were passed as special resolutions.

The results of the poll for each resolution are as follows:

 Resolution                                                                     Votes for      For                   Votes against  Against (% of shares voted)  Total number of votes*  % of ISC voted*  Votes withheld***

                                                                                               (% of shares voted)
 1.     To receive the 2025 Annual Report and Accounts                          2,220,399,087  99.99                 171,308        0.01                         2,220,570,395           75.23%           4,917,025
 2.     To approve the Directors' Remuneration Report                           2,103,030,207  94.54                 121,524,995    5.46                         2,224,555,202           75.36%           932,218
 3.     To re-appoint PwC LLP as the auditors of the Company                    2,223,485,178  99.95                 1,149,943      0.05                         2,224,635,121           75.37%           852,299
 4.     To authorise the Directors to determine the remuneration of the         2,224,107,679  99.95                 1,036,242      0.05                         2,225,143,921           75.38%           343,499
 Company's auditors
 5.     To elect Emmanuel Thomassin as a Director                               2,219,742,177  99.76                 5,269,696      0.24                         2,225,011,873           75.38%           475,547
 6.     To re-elect David Bolling Wells as a Director                           2,215,316,724  99.57                 9,669,020      0.43                         2,224,985,744           75.38%           501,676
 7.     To re-elect Kristo Käärmann as Director                                 2,207,251,082  99.21                 17,681,898     0.79                         2,224,932,980           75.38%           554,440
 8.     To re-elect Elizabeth Grace Chambers as Director                        2,192,194,397  98.53                 32,793,179     1.47                         2,224,987,576           75.38%           499,844
 9.     To re-elect Terri Lynn Duhon as Director                                2,224,142,781  99.97                 696,276        0.03                         2,224,839,057           75.37%           648,363
 10.  To re-elect Clare Elizabeth Gilmartin as Director                         2,220,953,066  99.82                 3,893,882      0.18                         2,224,846,948           75.37%           640,472
 11.  To re-elect Alastair Michael Rampell as Director                          2,221,572,943  99.85                 3,274,719      0.15                         2,224,847,662           75.37%           639,758
 12.  To re-elect Hooi Ling Tan as Director                                     2,220,926,029  99.82                 3,932,354      0.18                         2,224,858,383           75.37%           629,037
 13.  To authorise the Company to make political donations                      2,209,053,831  99.39                 13,456,591     0.61                         2,222,510,422           75.29%           2,848,748
 14.  To authorise the Directors to allot class A ordinary shares               2,191,438,919  98.49                 33,613,153     1.51                         2,225,052,072           75.38%           435,348
 15.  To authorise the disapplication of statutory pre-emption rights**         2,214,394,685  99.53                 10,418,317     0.47                         2,224,813,002           75.37%           674,418
 16.  To authorise the disapplication of pre-emption rights in the event of     2,176,729,828  97.85                 47,743,066     2.15                         2,224,472,894           75.36%           1,014,526
 financing an acquisition transaction or a specified capital investment**
 17.  To authorise the Company to purchase own shares**                         2,223,898,144  99.96                 849,082        0.04                         2,224,747,226           75.37%           611,944
 18.  To authorise the Directors to call general meetings on not less than 14   2,199,426,714  98.85                 25,688,065     1.15                         2,225,114,779           75.38%           372,641
 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 2025
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 214,084,255
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 1,926,758,295. Therefore the total number of voting rights in the
Company in aggregate across the Class A Shares and the Class B Shares is
2,951,758,547.

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 2,617,358,175.

** 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 at
cosec@wise.com (mailto:agm@wise.com)

 

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