Wise PLC

25 November 2021

Approval for the removal of voting caps

As disclosed in Wise's prospectus in respect of its listing on the London Stock Exchange in July 2021 (the "Prospectus") , and as set out in Wise's articles of association (the "Articles"), there are certain caps in respect of the number of votes that each group of class B ordinary shareholders is entitled to exercise by virtue of its consolidated holding of class B ordinary shares. Pursuant to the Articles, such voting caps are set in respect of all class B ordinary shareholder groups at one vote below 25% of the aggregate number of votes attaching to shares eligible to be case in respect of each shareholder resolution until such time as:

(i)            the mandatory regulatory approval required from the Hong Kong Customers and Excise Department with respect to the control of issued share capital, voting rights, and/or management of Wise has been granted;

(ii)           the mandatory regulatory approvals required from the U.S. states of New York and Virginia with respect to the control of issued share capital, voting rights, and/or management of Wise has been granted; and

(iii)          the satisfaction of conditions (i) and (ii) above has been confirmed by a resolution of Wise's board of directors.

Wise today announces the satisfaction of the conditions set out above. As a result (pursuant to the Articles and as disclosed in the Prospectus), the voting caps in respect of class B ordinary shareholders have been increased as follows:

-       the number of votes that each class B ordinary shareholder group (other than Kristo Käärmann's class B ordinary shareholder group) is entitled to exercise by virtue of its consolidated holding of class B ordinary shares shall be capped at one vote below 35% of the aggregate number of votes attaching to shares eligible to be cast in respect of each shareholder resolution; and

-       the number of votes that Kristo Käärmann's class B ordinary shareholder group is entitled to exercise by virtue of its consolidated holding of class B ordinary B ordinary shares shall be capped at one vote below 50% of the aggregate number of votes attaching to shares eligible to be cast in respect of each shareholder resolution.

As a result of this increase in voting cap, Wise's CEO and Co-Founder, Kristo Käärmann, shall, by virtue of his class B ordinary shareholder group's shareholding as of the date of this announcement, be entitled to 41.1% of the voting rights in respect of shareholder decisions.