Wise co-founder opposes US listing proposal over voting rights changes

CNA

6 days ago

One of the founders of money transfer company Wise has urged shareholders to reject plans to move the company to the U.S. because the plans also include changes to the shareholder structure which he said were buried in the proposal.
Founded in 2011 by two Estonians, Taavet Hinrikus and Kristo Kaarman, London-listed Wise said in June that it planned to move its primary listing to New York. Shareholders are due to vote on the plans on July 28.
Hinrikus, who has left the company but still owns a 5.1 per cent stake via his company Skaala Investments, criticised Wise's plans in a statement made public on Monday, saying they also included extending voting rights for one group of shareholders.
The plans would entrench "disproportionate power in the hands of a few", including Wise's CEO Kaarman, Skaala said in its statement which was originally sent to Wise and included in a stock exchange filing by Wise on Monday.
Wise has a dual share structure, in which shareholders with "Class B" stocks have more voting power than those with "Class A" stocks. Under Wise's new proposals, these extra rights for "Class B" shareholders would be extended for 10 years - rather than ending in July 2026 as originally planned.
Wise said in its response that while it takes Hinrikus's views seriously, the dual-class share structure is essential for the company's success.
In its proposal documents, Wise said that dual-class share structures "support management's ability to focus and execute on their long-term and often founder-led vision".
Skaala said that the extension "significantly deviates from accepted governance norms" and urged shareholders to reject the proposal.
The dispute could complicate Wise's U.S. plans, which were intended to give it access to the world's largest capital markets while maintaining a secondary listing in London.
Skaala said it was "entirely inappropriate and unfair" to combine the listing location and governance changes into a single vote.
"This approach diminishes shareholder democracy, contradicts good corporate governance and violates Wise's values," it said.
Skaala said that a number of other shareholders are also opposed to the plans, without giving further details.
A spokesperson for Wise said on Monday that shareholders have so far been "overwhelmingly in favour" of the proposal and cited the backing of proxy advisors including ISS, Glass Lewis and PIRC.
Wise said that the process was fair, and that multiple corporate changes can be voted for under one proposal.