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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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