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' remuneration | 2,340,219,438 | 99.95 | 1,130,308 | 0.05 | 2,341,349,746 | 86.70% | 67,969 |
| 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 transaction or other capital investment** | 2,288,279,449 | 97.74 | 52,937,005 | 2.26 | 2,341,216,454 | 86.69% | 201,262 |
| 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 clear days' notice** | 2,311,460,866 | 98.73 | 29,676,940 | 1.27 | 2,341,137,806 | 86.69% | 279,910 |
* 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
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