Wise Group Regulatory News (WISE)

Wise PLC

7 September 2021

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR PART, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES, CANADA, JAPAN OR AUSTRALIA OR ANY OTHER JURISDICTION WHERE SUCH DISTRIBUTION WOULD BE UNLAWFUL.

THIS ANNOUNCEMENT IS AN ADVERTISEMENT AND IS NOT A PROSPECTUS NOR AN OFFER OF SECURITIES FOR SALE IN ANY JURISDICTION, INCLUDING IN OR INTO THE UNITED STATES, CANADA, JAPAN OR AUSTRALIA.

NEITHER THIS ANNOUNCEMENT, NOR ANYTHING CONTAINED HEREIN SHALL FORM THE BASIS OF, OR BE RELIED UPON IN CONNECTION WITH, ANY OFFER OR COMMITMENT WHATSOEVER IN ANY JURISDICTION. INVESTORS SHOULD NOT SUBSCRIBE FOR OR PURCHASE ANY SHARES REFERRED TO IN THIS ANNOUNCEMENT EXCEPT SOLELY ON THE BASIS OF THE INFORMATION CONTAINED IN A DULY APPROVED AND PUBLISHED PROSPECTUS.

THIS ANNOUNCEMENT IS BEING DIRECTED AT PERSONS OUTSIDE THE UNITED KINGDOM (SUCH PERSONS BEING REFERRED TO AS "RELEVANT PERSONS"). THE MATTERS TO WHICH THIS ANNOUNCEMENT RELATES ARE AVAILABLE ONLY TO, AND ANY INVITATION, OFFER OR AGREEMENT TO SUBSCRIBE, PURCHASE OR OTHERWISE ACQUIRE SECURITIES OR OTHERWISE PARTICIPATE IN THE EU OWNWISE PROGRAMME WILL BE AVAILABLE ONLY TO OR WILL BE ENGAGED IN ONLY WITH, SUCH RELEVANT PERSONS WHO SATISFY THE ELIGIBLITY CRITERIA. ANY PERSON WHO IS NOT A RELEVANT PERSON SHOULD NOT ACT OR RELY ON THIS ANNOUNCEMENT OR ANY OF ITS CONTENTS. PERSONS DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO.

Wise launches OwnWise programme for customers in the EU

London: 7 September 2021: Wise (LON: WISE) today announces it is expanding the eligibility of its customer shareholder programme, OwnWise, to customers based in the European Union.

OwnWise is designed to reward our customers who are accepted into the programme and go on to become long-term shareholders, holding shares in Wise for at least 12 months, with bonus shares in Wise and other perks. Since launching the programme in June 2021, 125,000 customers in the UK and Europe have expressed their interest in participating in OwnWise. Wise is now expanding eligibility of the OwnWise programme to its customers in the EU.

A prospectus approved by the Estonian Financial Supervision and Resolution Authority (Finantsinspektsioon) relating to the establishment of the OwnWise customer shareholder programme in the EU was published on 07 September 2021 (the "EU OwnWise Prospectus"). Approval of the prospectus should not be understood as an endorsement of the securities offered or any investments.

The EU OwnWise Prospectus has today been passported for use in the following EU jurisdictions: Austria, Belgium, Bulgaria, Croatia, Cyprus, Czech Republic, Denmark, Finland, France, Germany, Greece, Hungary, Ireland, Italy, Latvia, Lithuania, Luxembourg, Malta, Netherlands, Poland, Portugal, Romania, Slovakia, Slovenia, Spain and Sweden. The EU OwnWise Prospectus is available at www.wise.com/owners/ownwise-eu-prospectus together with its translation into Estonian and translations of the summary of the EU OwnWise Prospectus into the languages of EU jurisdictions where such translations are required. Eligible potential investors should read the EU OwnWise Prospectus before making an investment decision in order to fully understand the potential risks and rewards associated with the decision to invest in Wise. No other person should use the EU OwnWise Prospectus as the basis for any investment decision relating to any securities.

How OwnWise works

● Wise will contact eligible customers based in the European Union to notify them they qualify for the programme, and they will need to register their interest in their Wise account by midday (UK time) on 30 September 2021.

● In order to be an eligible customer in the European Union, you must have been an individual Wise customer before 17 June 2021, made at least one cross-currency transaction with Wise prior to 17 June 2021, be resident or located in an EU jurisdiction and not be a current or former employee of Wise or a Wise group company, in accordance with the terms and conditions of OwnWise.

● To receive rewards, customers will then need to buy Wise shares with a broker of their choice prior to the start of the OwnWise Holding Period on 1 October 2021. Eligible customers may be required to provide proof of qualifying purchase(s) of Wise shares in accordance with the terms and conditions of OwnWise.

● Customers accepted to participate in the programme must then hold these shares for 12 months from the start of the OwnWise Holding Period to qualify for bonus shares and other perks. Eligible customers may be required to provide proof of holding the Wise shares during the OwnWise Holding Period in accordance with the terms and conditions of OwnWise.

In its first year, OwnWise is limited to 100,000 participating eligible customers in the EU and the UK. The bonus shares in Wise will represent 5% of the value (based on the market value of such shares at the time of purchase) of the shares held by them at the close of business (being close of trading on the London Stock Exchange) on the business day before the start of the OwnWise Holding Period (up to a maximum value per eligible EU customer of £100, rounded down to the nearest whole share, and subject to a minimum amount of 1 bonus share). Each existing shareholder's holding as a percentage of Wise's issued share capital following the issue of the bonus shares, is expected to be diluted by around 0.25 per cent. (based on the number of shares in issue as at 20 August 2021, and assuming that the maximum amount of bonus shares issued globally in connection with the OwnWise programme, being an amount of 2,500,000, that no further Wise shares are issued prior to the issue of the bonus shares and that no existing shareholders participate in OwnWise).  

Members of the OwnWise programme also have the chance to win a trip to Wise's annual conference, Mission Days - a handful of OwnWise customers will be selected to attend in person and everyone else will get to watch online. They will also be invited to the OwnWise Community which offers quarterly sessions with the Wise team and early access to new features and products. The OwnWise programme will also entitle participating customers to limited edition Wise swag. These additional perks will be granted at Wise's sole discretion on a lottery basis.

Kristo Käärmann, CEO and co-founder of Wise says: "Our customers have the strongest understanding of the problems we're solving with our mission - so it's only natural our customers should have a say in how Wise is built and run. In April we started bringing customers into our shareholder base when we gave almost 2,000 of our most active customers a gift of one share each."

"Having our customers play a bigger part in our mission of money without borders will ultimately help us move faster towards our mission of money without borders: instant, convenient, transparent and eventually free."

Enquiries

Martin Adams - Head of Owner Relations

martin.adams@wise.com

Abigail Daniels - Head of Public Relations

press@wise.com

About Wise

Wise is a global technology company, building the best way to move money around the world. With the Wise account people and businesses can hold 56 currencies, move money between countries and spend money abroad. Large companies and banks use Wise technology too; an entirely new cross-border payments network that will one day power money without borders for everyone, everywhere. However you use the platform, Wise is on a mission to make your life easier and save you money.

Co-founded by Kristo Käärmann and Taavet Hinrikus, Wise launched in 2011 under its original name TransferWise. It is one of the world's fastest growing, profitable tech companies and is listed on the London Stock Exchange under the ticker, WISE.

10 million people and businesses use Wise, which processes over £5 billion in cross-border transactions every month, saving customers over £1 billion a year.

Important Legal Information

The information contained in this announcement is for background purposes only and does not purport to be full or complete, nor does this announcement constitute or form part of any invitation or inducement to engage in investment activity. No reliance may be placed by any person for any purpose on the information contained in this announcement or its accuracy, fairness or completeness. The contents of this announcement are not to be construed as legal, financial or tax advice.

This announcement is not for release, publication or distribution, directly or indirectly, in or into the United States (including its territories and possessions, any State of the United States and the District of Columbia), Australia, Canada, South Africa or Japan or in any other jurisdiction where, or to any person to whom, to do so would constitute a violation of applicable law or regulation. The securities mentioned herein have not been, and will not be, registered under the United States Securities Act of 1933 (the "Securities Act").

The securities referred to in this announcement may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. There will be no public offer of securities in the United States.

These materials do not constitute or form part of any offer or invitation to sell or issue, or any solicitation of any offer to purchase or subscribe for, any Shares or any other securities, nor shall it (or any part of it), or the fact of its distribution, form the basis of, or be relied on in connection with, any contract therefore.

This announcement may include forward-looking statements, which are based on current expectations and projections about future events. These statements may include, without limitation, any statements preceded by, followed by or including words such as "target", "believe", "expect", "aim", "intend", "may", "anticipate", "estimate", "plan", "project", "will", "can have", "likely", "should", "would", "could" and any other words and terms of similar meaning or the negative thereof. These forward-looking statements are subject to risks, uncertainties and assumptions about Wise and its subsidiaries. In light of these risks, uncertainties and assumptions, the events in the forward-looking statements may not occur. Past performance cannot be relied upon as a guide to future performance and should not be taken as a representation that trends or activities underlying past performance will continue in the future. No representation or warranty is made or will be made that any forward-looking statement will come to pass. The forward-looking statements in this announcement speak only as at the date of this announcement.

Each of Wise and its respective affiliates as defined under Rule 501(b) of Regulation D of the US Securities Act ("affiliates"), expressly disclaims any obligation or undertaking to update, review or revise any forward-looking statements contained in this announcement and disclaims any obligation to update its view of any risks or uncertainties described herein or to publicly announce the results of any revisions to the forward-looking statements made in this announcement, whether as a result of new information, future developments or otherwise, except as required by law.

The information in this announcement is subject to change. Persons viewing this announcement should ensure that they fully understand and accept the risks which will be set out in the duly approved and published prospectus.

Persons considering making investments should consult an authorised person specialising in advising on such investments.

For the avoidance of doubt, the contents of the Company's website are not incorporated by reference into, and do not form part of, this announcement.