Wise is bundling co-founder’s enhanced voting rights into ballot on US listing. It deserves to lose | Nils Pratley
Wise plans to move its primary listing to New York while simultaneously extending its dual‑class share structure, giving co‑founder Kristo Käärmann greater voting power. The bundled proposal forces shareholders to accept both items together, drawing criticism from investors and proxy advisers.
London‑based fintech Wise is set to hold an extraordinary general meeting on Monday that will put two major decisions on the table: a shift of its primary stock listing from the London Stock Exchange to the New York Stock Exchange, and an extension of its dual‑class share structure that would boost co‑founder Kristo Käärmann's voting influence. The company has packaged both items into a single, indivisible proposal, meaning shareholders cannot approve the US listing without also endorsing the voting‑rights amendment.
What the proposals entail
Wise, valued at around £10 billion, argues that a New York listing will unlock “major US growth opportunities” and give the company better access to capital markets. The move would see the firm’s shares trade primarily on the NYSE, while still maintaining a secondary listing in London.
At the same time, Wise seeks to extend the lifespan of its dual‑class share system by ten years. The current structure, introduced at the 2021 IPO, grants holders of “B” shares enhanced voting rights. Under the existing arrangement, Käärmann’s 18 % economic stake translates to roughly 55 % of voting power (capped at 50 % in practice). The proposed extension would keep this imbalance in place well beyond the original sunset clause, which was set to expire next summer.
Why the bundling is controversial
Investors typically evaluate each agenda item on its own merits. In this case, the two issues are fundamentally different: one concerns the logistics and strategic benefits of a listing relocation, while the other deals with corporate governance and shareholder rights. By combining them, Wise effectively forces shareholders to choose between a potentially beneficial market move and a governance change that many see as entrenching founder control.
Co‑founder Taavet Hinrikus, who left Wise shortly after the IPO but still holds a 5.1 % equity stake through Skaala Investments, has publicly criticized the approach. He argues that “Wise owners deserve governance structures that enhance value, not entrench power.” Hinrikus’s 11.8 % voting share, derived from his B‑share holdings, gives him a platform to voice concerns about the proposal’s fairness.
Shareholder and proxy adviser reactions
Proxy voting firm Pirc, initially reported by Wise as supportive of the combined proposal, later clarified that it actually recommends voting against the voting‑rights extension. Pirc’s statement reads: “The retention of enhanced voting rights further suggests a shift toward entrenching management control.” This reversal underscores the difficulty shareholders may face in navigating the all‑or‑nothing vote.
The amendment requires a supermajority of 75 % approval from both A‑ and B‑share classes. While Wise’s strong financial performance—£565 million pre‑tax profit in the most recent year—might sway some investors, the high threshold means the outcome is far from guaranteed.
Implications for Wise and its investors
If the proposals pass, Wise will continue to operate under a governance model that gives its founders disproportionate control, a structure often criticized in the tech sector for limiting shareholder influence. Critics compare it to the “founder‑centric” models seen at companies like Meta and Snap, where a small group of insiders can outvote the broader investor base.
Conversely, a rejection would force Wise to either abandon the US listing or present a separate, stand‑alone proposal for the voting‑rights amendment. Either scenario could delay the company’s strategic plans and potentially affect its market perception.
Regardless of the vote’s outcome, the episode highlights a broader tension in the fintech industry: balancing rapid growth ambitions with transparent, equitable governance. As Wise matures—now 15 years old and no longer a “young startup”—the expectation for robust shareholder rights grows stronger.
What happens next?
The extraordinary general meeting will take place on Monday, and results are expected to be announced shortly thereafter. Should the combined proposal be approved, Wise will begin the process of re‑listing in New York while maintaining its dual‑class structure for another decade. If shareholders reject the amendment, the company may need to revisit its governance framework and possibly separate the two agenda items for future votes.
Investors, analysts, and regulators will be watching closely, as the outcome could set a precedent for how fintech firms handle major strategic shifts alongside governance changes.
Why it matters
The bundled vote forces investors to choose between a strategic market move and a governance change that could concentrate power, raising questions about shareholder rights in fast‑growing fintechs.
Key points
- Wise proposes a US primary listing and a ten‑year extension of its dual‑class share structure
- Both items are combined into a single, all‑or‑nothing vote
- Co‑founder Taavet Hinrikus criticises the bundling as unfair to shareholders
- Proxy adviser Pirc recommends voting against the voting‑rights amendment
- Approval requires a 75 % supermajority in both share classes
Frequently asked questions
Why is Wise moving its primary listing to New York?
Wise says a US listing will provide better access to capital, increase visibility among American investors, and support its growth ambitions in the United States.
What does the dual‑class extension mean for founder voting power?
The extension would keep the enhanced voting rights of B‑shares, allowing co‑founder Kristo Käärmann to retain roughly 50 % of voting power despite holding only about 18 % of the economic interest.
Can shareholders vote on the listing and voting‑rights proposals separately?
No. Wise has structured the agenda as a single proposal, meaning shareholders must accept or reject both items together.
What is the threshold for the proposal to pass?
The amendment needs a 75 % supermajority approval from both A‑share and B‑share holders by value.
