Shareholders of Wise have approved a controversial plan to shift the UK fintech’s primary listing from London to New York, while also granting co-founder and CEO Kristo Kaarmann another decade of enhanced voting rights—cementing his control of the £11 billion payments business despite owning just 18 per cent of its shares.
The dual-class structure extension, which was opposed by Wise’s former chairman and co-founder Taavet Hinrikus, passed on Monday with 91 per cent of class A and 85 per cent of class B shares voting in favour. A suite of related resolutions underpinning the move and governance structure changes received similarly strong backing.
The result gives Kaarmann, who holds a 55 per cent voting majority, a renewed mandate to direct the company through its US expansion, even as critics accuse Wise of betraying its founding principles of transparency and shareholder democracy.
Hinrikus, who still owns a 5.1 per cent stake, had fiercely opposed the proposal. He accused the company of “burying” the extension of Kaarmann’s power in the fine print of the plan to move the listing, arguing the measures should have been presented as separate votes. In comments ahead of the vote, he warned the board had broken with the “spirit” and “core values” that Wise was founded on.
“It was entirely inappropriate and unfair that the dual-class share extension and the listing move were bundled together,” Hinrikus said.
When Wise floated in London in 2021, shareholders were explicitly told that the dual-class structure would expire by July 2026. The extension to 2036 was not mentioned in the public announcement of the listing change, but appeared in a 94-page shareholder circular—a detail Hinrikus used to reinforce his claims of a lack of transparency.
Chairman David Wells, speaking after the vote, said the board was pleased with the outcome and that the company now had a “strong mandate to proceed”. He defended the extension of voting rights, describing Wise as “a company that thinks in decades” and adding that the proposal had been “set out clearly … and received positively.”
The AGM proceeded without questions or comments from shareholders.
Proxy voting agencies including Glass Lewis and Institutional Shareholder Services (ISS) initially recommended backing the plan but updated their guidance following Hinrikus’s intervention to raise concerns about the concentration of voting power. Wise was also forced to retract a claim that the proxy firm Pirc supported the proposal.
Wise, originally known as TransferWise, was founded in 2011 by Kaarmann and Hinrikus, two Estonian entrepreneurs who built the company into one of Europe’s most prominent fintechs, used by millions for cross-border payments. The business has made billionaires of both founders and was once viewed as a key success story in the UK’s tech scene.
However, the decision to leave London for New York is a further blow to the City, which has seen several high-profile firms defect to the US in search of deeper capital pools and higher valuations. Wise’s move comes amid sluggish UK market performance and wider concerns over the attractiveness of London as a destination for growth companies.
While the company denies any attempt to obscure the governance changes, and argues that dual-class structures often produce superior long-term returns, the episode has fuelled wider debate about corporate governance, transparency, and investor rights in the UK’s tech sector.
With the vote now concluded, Kaarmann’s grip on Wise is stronger than ever — but the discontent from one of its founding figures is likely to leave a lasting mark.
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Wise shareholders vote to move primary listing to US and extend co-founder’s voting control
