Holding(s) in Company

Wise PLC

15 March 2024

 

TR-1: Standard form for notification of major holdings

1. Issuer Details

ISIN

GB00BL9YR756

Issuer Name

WISE PLC

UK or Non-UK Issuer

UK

2. Reason for Notification

Cessation of voting rights in respect of all Class B ordinary shares held by the Andreessen Horowitz funds on the release of the corresponding Class A ordinary shares from the dual-class structure

3. Details of person subject to the notification obligation

Name

Andreessen Horowitz Fund IV, L.P., AH Parallel Fund IV, L.P., and Andreessen Horowitz LSV Fund I, L.P.

City of registered office (if applicable)

Menlo Park, California

Country of registered office (if applicable)

United States

4. Details of the shareholder

Is the shareholder the same as the person subject to the notification obligation, above?

Yes

5. Date on which the threshold was crossed or reached

13 March 2024

6. Date on which Issuer notified

14 March 2024

7. Total positions of person(s) subject to the notification obligation

	% of voting rights attached to shares (total of 8.A)	% of voting rights through financial instruments (total of 8.B 1 + 8.B 2)	Total of both in % (8.A + 8.B)	Total number of voting rights held in issuer
Resulting situation on the date on which threshold was crossed or reached	Below 3%	-	Below 3%	88,424,920
Position of previous notification (if applicable)	9.03%	-	9.03%	342,370,846

8. Notified details of the resulting situation on the date on which the threshold was crossed or reached

8A. Voting rights attached to shares

CLASS/TYPE OF SHARES ISIN CODE (IF POSSIBLE)	NUMBER OF DIRECT VOTING RIGHTS (DTR5.1)	NUMBER OF INDIRECT VOTING RIGHTS (DTR5.2.1)	% OF DIRECT VOTING RIGHTS (DTR5.1)	% OF INDIRECT VOTING RIGHTS (DTR5.2.1)
Class A ordinary shares (ISIN GB00BL9YR756)	88,424,920		Below 3%
Class B ordinary shares	Nil		-
Sub Total 8.A	88,424,920		Below 3%

8B1. Financial Instruments according to (DTR5.3.1R.(1) (a))

TYPE OF FINANCIAL INSTRUMENT	EXPIRATION DATE	EXERCISE/CONVERSION PERIOD	NUMBER OF VOTING RIGHTS THAT MAY BE ACQUIRED IF THE INSTRUMENT IS EXERCISED/CONVERTED	% OF VOTING RIGHTS
Sub Total 8.B1

8B2. Financial Instruments with similar economic effect according to (DTR5.3.1R.(1) (b))

TYPE OF FINANCIAL INSTRUMENT	EXPIRATION DATE	EXERCISE/CONVERSION PERIOD	PHYSICAL OR CASH SETTLEMENT	NUMBER OF VOTING RIGHTS	% OF VOTING RIGHTS
Sub Total 8.B2

9. Information in relation to the person subject to the notification obligation

2. Full chain of controlled undertakings through which the voting rights and/or the financial instruments are effectively held starting with the ultimate controlling natural person or legal entities (please add additional rows as necessary)

Ultimate Controlling Person	Name of controlled undertaking	% of voting rights if it equals or is higher than the notifiable threshold	% of voting rights through financial instruments if it equals or is higher than the notifiable threshold	Total of both if it equals or is higher than the notifiable threshold
Marc Andreessen and Benjamin Horowitz as managing members of AH Equity Partners IV, L.L.C	Andreessen Horowitz Fund IV, L.P.
Marc Andreessen and Benjamin Horowitz as managing members of AH Equity Partners IV (Parallel), L.L.C	AH Parallel Fund IV, L.P.
Marc Andreessen and Benjamin Horowitz as managing members of AH Equity Partners LSV I, L.L.C.	Andreessen Horowitz LSV Fund I, L.P.

10. In case of proxy voting

Is there proxy voting?

No

Name of the proxy holder

The number and % of voting rights held

The date until which the voting rights will be held

11. Additional Information

Andreessen Horowitz Fund IV, L.P. holds shares in Wise plc ("Wise") for itself and as nominee for Andreessen Horowitz Fund IV-A, L.P., Andreessen Horowitz Fund IV-B, L.P. and Andreessen Horowitz Fund IV-Q, L.P. (collectively, the "AH Fund IV Entities"). AH Equity Partners IV, L.L.C is the general partner of the AH Fund IV Entities and has sole voting and dispositive power with regard to the shares held by the AH Fund IV Entities. Marc Andreessen and Benjamin Horowitz are the managing members of AH Equity Partners IV, L.L.C and share voting and dispositive power with respect to the shares held by the AH Fund IV Entities.

AH Parallel Fund IV, L.P. holds shares in Wise for itself and as nominee for AH Parallel Fund IV-A, L.P., AH Parallel Fund IV-B, L.P. and AH Parallel Fund IV-Q, L.P. (collectively, the "AH Parallel Fund IV Entities"). AH Equity Partners IV (Parallel), L.L.C  is the general partner of the AH Parallel Fund IV Entities and has sole voting and dispositive power with regard to the shares held by the AH Parallel Fund IV Entities.  Marc Andreessen and Benjamin Horowitz are the managing members of AH Equity Partners IV (Parallel), L.L.C  and share voting and dispositive power with respect to the shares held by the AH Parallel Fund IV Entities.

Andreessen Horowitz LSV Fund I, L.P. holds shares in Wise for itself and as nominee for Andreessen Horowitz LSV Fund I-B, L.P. and Andreessen Horowitz LSV Fund I-Q, L.P. (collectively, the "AH LSV Fund I Entities"). AH Equity Partners LSV I, L.L.C. is the general partner of the AH LSV Fund I Entities and has sole voting and dispositive power with regard to the shares held by the AH LSV Fund I Entities.  Marc Andreessen and Benjamin Horowitz are the managing members of AH Equity Partners LSV I, L.L.C. and share voting and dispositive power with respect to the shares held by the AH LSV Fund I Entities.

As such, further to the information provided in Section 3, and as set out in Section 9, the ultimate controlling persons are Marc Andreessen and Benjamin Horowitz as managing members of AH Equity Partners IV, L.L.C, AH Equity Partners IV (Parallel), L.L.C and AH Equity Partners LSV I, L.L.C.

12. Date of Completion

14 March 2024

13. Place Of Completion

Menlo Park, California, United States 

 

END