WISE PLC

AGM Information • Sep 18, 2024

National Storage Mechanism | Additional information

RNS Number : 7568E

Wise PLC

18 September 2024

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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