Results of Court Meetings and EGM
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
+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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