Wise, the UK-based FinTech known for its international money transfer services, is facing mounting shareholder opposition over its plans to shift its primary stock market listing from London to New York and to extend its dual-class share structure until 2036.
Taavet Hinrikus, who co-founded Wise in 2011 and owns 5.1 per cent of its shares through his investment vehicle Skaala Investments, has publicly criticised the company’s proposals.
Hinrikus is calling on influential proxy advisory firms Glass Lewis and Institutional Shareholder Services to advise shareholders to reject the extension of the dual-class structure, which grants enhanced voting rights to holders of class B shares.
“The dual-class share structure is essential to ensuring our continued successful performance,” Wise said in a statement, defending the move. However, Hinrikus has argued that the extension “significantly exceeds standard practice” and could damage Wise’s value and reputation. He also expressed disappointment that the governance change was “not clearly disclosed to Wise’s share owners” and criticised the decision to combine the US listing and the dual-class structure extension into a single resolution.
In a letter to shareholders, Skaala Investments stated that the proposal to extend the dual-class structure was “buried” within broader plans to move the company’s primary listing out of London. Hinrikus said he was “keen to discuss this with [proxy advisers] and for them to revise their reports ahead of the vote.”
Wise introduced the dual-class structure during its 2021 direct listing in London, with an initial pledge to revert to a single class of shares five years after the debut. The company now seeks to extend this arrangement for another decade, a move that some investors fear could give minority shareholders disproportionate voting power.
The company has argued that moving its primary listing to the US would “provide a potential pathway to inclusion in major US indices, further enhancing liquidity and demand for Wise shares” as well as “closely align with major growth opportunities.” Wise’s chief executive officer Kristo Käärmann stated that the transfer would “bring substantial strategic and capital market benefits to Wise and our Owners.”
A shareholder meeting is expected in the coming weeks to vote on the proposals. It remains unclear which other shareholders may oppose the company’s approach.
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