REG - Wise PLC - Results of Court Meetings and EGM

WiseAnnouncement

Mon 18:30

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RNS Number : 8811S  Wise PLC  28 July 2025

This announcement contains inside information

28 July 2025

Results of Court Meetings and Extraordinary General Meeting

 

On 5 June 2025, Wise plc ("Wise") announced that the Board had concluded its
review of Wise's listing arrangements and proposed to transfer Wise's primary
listing from the Equity Shares (Transition) Category on the London Stock
Exchange (the "LSE") to a US stock exchange and maintain a secondary listing
on the LSE (the "Proposal").

 

On 3 July 2025, Wise published a circular in connection with the Proposal (the
"Scheme Circular") to be effected by means of a court-sanctioned scheme of
arrangement under Part 26 of the Companies Act 2006 (the "Scheme"). The Scheme
Circular contained the formal notices with details of the shareholder meetings
to be held to approve the Scheme (the "Meetings").

 

The Meetings were held earlier today.

 

All of the following shareholder approvals were required for the Scheme to
pass:

●     a majority in number, representing not less than 75% in value of
the Wise Class A Shares voted at the Class A Share Court Meeting;

●     a majority in number, representing not less than 75% in value of
the Wise Class B Shares voted at the Class B Share Court Meeting; and

●   a majority of not less than 75% of votes cast by Wise Shareholders in
favour of all four special resolutions to implement the Scheme at the
Extraordinary General Meeting.

 

Wise is pleased to announce that the Scheme and all special resolutions were
duly passed.

 

The voting results are set out in detail below.

 

"We're pleased that our Owners have overwhelmingly approved the Proposal,
giving us a strong mandate to proceed.

 

"We appreciate the extensive engagement with our Owners. With this high level
of support, our focus is firmly on moving forward, further accelerating our
mission of money without borders and creating long-term value for our Owners
as we progress to moving trillions."

 

- David Wells, Chair of Wise

 

 

Capitalised terms used in this announcement, unless otherwise defined, have
the same meanings as set out in the Scheme Circular. All references to times
are to London times unless otherwise stated.

 

Expected timetable

The Scheme remains subject to the satisfaction or (where applicable) waiver of
the remaining Conditions set out in the Scheme Circular. The Scheme Circular
contains an expected timetable of principal events.

The Scheme is currently expected to become effective in calendar Q2 2026.

 

Voting results of the Wise Class A Share Court Meeting

The table below sets out the results of the poll conducted at the Class A
Share Court Meeting. Each Wise Class A Shareholder, present in person or by
proxy, was entitled to one vote per Wise Class A Share held at the Voting
Record Time.

 

A majority in number of the Wise Class A Shareholders who voted (and who were
entitled to vote), either in person or by proxy, together representing 75% or
more in value of the Wise Class A Shares held by such Wise Class A
Shareholders present and voting, voted in favour of the Scheme at the Class A
Share Court Meeting.

 

 Results of the Class A Share Court Meeting  Number of Wise Class A Shares voted  % of Wise Class A Shares voted  Number of Wise Class A Shareholders who voted*  % of Wise Class A Shareholders who voted

 FOR                                         739,473,298                          90.58%                          91                                              77.12%
 AGAINST                                     76,943,839                           9.42%                           27                                              22.88%
 TOTAL                                       816,417,137                          100.00%                         104**                                           100.00%

 

*Where a Wise Class A Shareholder cast some of their votes 'For' and some of
their votes 'Against', such Wise Class A Shareholder has been counted as
having voted both 'For' and 'Against' for the purposes of determining the
number and percentage of Wise Class A Shareholders who voted.

 

**The aggregate of Wise Class A Shareholders voting 'For' and 'Against' the
resolution exceeds the total number of Wise Class A Shareholders who voted (as
set out in this cell) because 14 Wise Class A Shareholders gave instructions
for votes to be cast 'For' the resolution in respect of part of their holding
of Wise Class A Shares and 'Against' the resolution in respect of another part
of their holding of Wise Class A Shares.

 

Voting results of the Wise Class B Share Court Meeting

The table below sets out the results of the poll conducted at the Class B
Share Court Meeting. Each Wise Class B Shareholder, present in person or by
proxy, was entitled to one vote per Wise Class B Share held at the Voting
Record Time.

 

A majority in number of the Wise Class B Shareholders who voted (and who were
entitled to vote), either in person or by proxy, together representing 75% or
more in value of the Wise Class B Shares held by such Wise Class B
Shareholders present and voting, voted in favour of the Scheme at the Class B
Share Court Meeting.

 

          Number of Wise Class B Shares voted  % of Wise Class B Shares voted  Number of Wise Class B Shareholders who voted  % of Wise Class B Shareholders who voted
 FOR      184,759,093                          84.55%                          18                                             81.82%
 AGAINST  33,752,253                           15.45%                          4                                              18.18%
 TOTAL    218,511,346                          100.00%                         22                                             100.00%

 

 

Voting results of the Extraordinary General Meeting

The table below sets out the results of the poll conducted at the
Extraordinary General Meeting.

 

                       FOR                                 AGAINST                             TOTAL VOTES                       WITHHELD**
                       Number of votes  % of shares voted  Number of votes  % of shares voted  Number of votes  % of ISC voted*  Number of votes
 Special Resolution 1  2,110,450,167    84.71%             380,941,944      15.29%             2,491,392,111    92.33%           12,985,616
 Special Resolution 2  2,111,115,166    84.72%             380,802,160      15.28%             2,491,917,326    92.35%           12,460,128
 Special Resolution 3  2,110,527,244    84.71%             380,818,124      15.29%             2,491,345,368    92.33%           13,032,086
 Special Resolution 4  2,110,497,955    84.69%             381,384,303      15.31%             2,491,882,258    92.35%           12,495,196

 

*When calculating the total exercisable voting rights, the percentage of
issued share capital voted has been reduced proportionately as explained
below.

 

The total number of voting rights at the Voting Record Time was 2,992,258,547.
In accordance with Wise'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 Extraordinary General
Meeting, Wise's percentage of issued share capital voted has been reduced
proportionately as explained below.

 

When accounting for the total number of Wise Class B Share voting rights that
are restricted as a result of the above mentioned cap, the total exercisable
voting rights in the Company in aggregate across the Wise Class A Shares and
Wise Class B Shares at the Voting Record Time was 2,698,358,175.

 

**A vote 'Withheld' is not a vote in law and is not counted in the calculation
of the votes 'For' or 'Against' a resolution.

 

Enquiries

Martin Adams - Owner Relations

owners@wise.com

Sana Rahman - Communications

press@wise.com

Brunswick Group

Charles Pretzlik / Jono Astle
Wise@brunswickgroup.com (mailto:Wise@brunswickgroup.com)

+44 (0) 20 7404 5959

About Wise

Wise is a global technology company, building the best way to move and manage
the world's money. With Wise Account and Wise Business, people and businesses
can hold 40 currencies, move money between countries and spend money abroad.
Large companies and banks use Wise technology too; an entirely new network for
the world's money. Launched in 2011, Wise is one of the world's fastest
growing, profitable tech companies.

 

In fiscal year 2025, Wise supported around 15.6 million people and businesses,
processing over $197 billion in cross-border transactions and saving customers
around $2.7 billion.

 

IMPORTANT NOTICE

The contents of this announcement have been prepared by and are the sole
responsibility of Wise. This announcement does not constitute or form part of,
and should not be construed as, any offer for sale or subscription of, or
solicitation of any offer to buy or subscribe for, any securities in Wise or
securities in any other entity, in any jurisdiction, nor shall it, or any part
of it, or the fact of its distribution, form the basis of, or be relied on in
connection with, any contract or investment decision whatsoever, in any
jurisdiction. This announcement does not constitute a recommendation regarding
any securities.

 

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