Wave Life Sciences (WVE) Proxy filing summary

Executive summary

• Proposal to redomicile the parent company from Singapore to Delaware via a Scheme of Arrangement, exchanging each Singapore share for a Delaware share on a one-for-one basis, with no change to economic ownership or Nasdaq listing.

• The board unanimously recommends the transaction, citing alignment with operational footprint, administrative efficiencies, and reduced compliance costs as key benefits.

• The transaction is subject to shareholder and Singapore Court approval, with a Special Meeting scheduled for June 22, 2026, and an expected completion by July 2026.

• Shareholder rights will shift from Singapore to Delaware law, with detailed comparisons provided; most rights remain similar, but some differences exist due to jurisdictional requirements.

• No material changes are planned for operations, workforce, or day-to-day activities as a result of the redomiciliation.

Voting matters and shareholder proposals

• Shareholders will vote on the Wave Redomiciliation Proposal at the Special Meeting; approval requires a majority in number and at least 75% in value of shares present and voting.

• Only shareholders of record as of April 27, 2026, may vote; DTC participants can split their votes, while others must vote all shares the same way.

• Abstentions and broker non-votes do not count toward approval; proxies may be revoked prior to the meeting.

• Shareholder proposal procedures for future meetings are outlined for both Singapore and Delaware entities.

Board of directors and corporate governance

• The current board and executive officers will continue in their roles post-transaction, with Delaware governance documents providing for a single class of directors and annual elections.

• Delaware law and the new bylaws introduce anti-takeover provisions, advance notice for nominations, and supermajority requirements for certain amendments.

• Indemnification and liability protections for directors and officers will be maintained and aligned with Delaware law.