Wex Inc. · NYSE:WEX

Wex — Proxy Contest (April 2026)

20 slides from Wex's proxy contest presentation, Apr 20, 2026

  1. Slide 1: Impactive Capital + Wake Up WEX

  2. Slide 2: Disclaimer

    Disclaimer 2 The materials contained herein (the “Materials”) represent the opinions of Impactive Capital Master Fund LP and the other par tic ipants named in its proxy solicitation (collectively, “Impactive” or “we”) and are based on publicly available information with respect to WEX Inc. (the “Com

  3. Slide 3: Impactive's Approach to Correcting WEX's Inaccurate and Misleading Statements

    Impactive’s focus is on the facts , the numbers, and what matters to shareholders. We will leave the personal attacks and innuendos to WEX. That is why in this presentation we are not seeking to rebut every point the Company has published – but rather prioritize addressing the most egregious misrepr

  4. Slide 4: Impactive's Campaign is Simple

    Board change is needed because WEX has dramatically and persistently underperformed peers, generating bottom decile returns under the current Chair and CEO. 1 The WEX Board’s response to shareholder concerns has been insufficient. Shareholders would be better served with separate CEO & Chair roles a

  5. Slide 5: WEX Has Dramatically Underperformed on the Only KPI That Matters: Total Shareholder Return

    - 23% 64% 101% 225% 44% 422% 1 2 WEX S&P 400 Proxy Peers WEX Has Dramatically Underperformed on the Only KPI That Matters: Total Shareholder Return 5 WEX Total Shareholder Return versus Proxy Peers and Index Melissa Smith Combined CEO & Chair Tenure 2019 - 2026 Source: Bloomberg as of February 6, 20

  6. Slide 6: Poor Long-Term Returns Are Directly Linked to Combined CEO & Chair Roles

    Poor Long - Term Returns Are Directly Linked to Combined CEO & Chair Roles and Lack of Accountability and Oversight Source: Bloomberg from September 12, 2019 through February 6, 2026, the last trading day before Impactive nominated candidate s f or the WEX Board. The CEO & Chair role were combined o

  7. Slide 7: Recent TSR Outperformance from April '25 Trough Catalyzed by Impactive's Campaign

    -40% -30% -20% -10% 0% 10% 20% Jan 25 Feb 25 Mar 25 Apr 25 May 25 Jun 25 Jul 25 Aug 25 Sep 25 Oct 25 Nov 25 Dec 25 Jan 26 Feb 26 WEX S&P 400 Index Recent TSR “Outperformance” from April ’25 Trough Has Been Catalyzed by Impactive’s Campaign Pressure over the Same Period 7 WEX Recent Total Shareholder

  8. Slide 8: WEX's Business Can Generate 20%+ ROIC but Poor Capital Allocation Reduces It

    25.8% 8.3% 4.2% (6.6%) (10.9%) WEX Incorrect ROIC Estimate WEX Bank Capital & Opex Other Expense Addbacks WEX Correct GAAP ROIC WEX Annualized TSR, 2014 - Present WEX’s Business has the Ability to Generate a 20%+ ROIC but Poor Capital Allocation and Execution Reduce it to Single Digits, in Line with

  9. Slide 9: WEX Attempts to Mask Underperformance by Downplaying its Comparability to Corpay

    WEX WEX Attempts to Mask Underperformance by Downplaying its Comparability to Corpay 9 CPAY’s outperformance in so - called “noncomparable” businesses is the direct result of superior capital allocation and operating decisions. Unsurprisingly, WEX underperformance versus CPAY has widened since the C

  10. Slide 10: Companies that Perform Don't Fabricate a New Set of Performance Peers Every Year

    Companies that Perform Don’t Fabricate a New Set of “Performance Peers” Every Year Source: WEX SEC filings. 10 uses a “shell game” of arbitrary and changing peers to avoid holding management accountable . uses a list of peers that is consistent with industry standards , comparing WEX shareholder ret

  11. Slide 11: The Board Has Failed To Proactively Separate CEO/Chair Role After 'No Confidence' Vote

    2025 (% of Votes) AGAINST FOR 3% 93% Nancy Altobello 1% 95% Daniel Callahan 1% 96% Aimee Cardwell 4% 86% Shikhar Ghosh 1% 96% James Groch 30% 67% Jim Neary 1% 96% Derrick Roman 32% 64% Melissa Smith (CEO & Chair) 1% 95% Stephen Smith 1% 95% Susan Sobbott 34% 57% Jack VanWoerkom 11 Worst Vote in S&P

  12. Slide 12: WEX Ramp Conflict of Interest Critique Is a Red Herring

    WEX Ramp “Conflict of Interest” Critique Is a Red Herring Source: WEX SEC filings 12 • The Form 10 - K that WEX filed on February 13, 2026, contains a comprehensive list of more than two dozen competitors … but WEX has never identified Ramp as a competitor in this filing, any prior SEC filings, or p

  13. Slide 13: WEX Should Focus on Its Own Potential Conflicts

    WEX Should Focus on Its Own Potential Conflicts 13 Susan Sobbott Daniel Callahan O wned approximately 35,000 shares of AMEX , worth $3.5 million, according to a 1/2018 Form 4 filing (which may exclude unvested shares ). Joined the WEX Board in 2018. Owned 291,000 shares of Citigroup common stock and

  14. Slide 14: WEX's Other Criticisms of Ms. Taylor Wolfe's Candidacy Lack Merit

    WEX’s Other Criticisms of Ms. Taylor Wolfe’s Candidacy Lack Merit and Only Serve to Distract from Underperformance 14 Reality WEX Board Claim x Ms. Taylor Wolfe always conducted herself with integrity and the best interest of all shareholders in mind. We have “not responded on the substance of these

  15. Slide 15: Shareholders Will Be Better Served with Impactive's Nominees

    15 WEX agrees Kurt would be a great addition because he brings experience from every direct WEX competitor that is missing in the boardroom. Ellen Alemany Lauren Taylor Wolfe Kurt Adams Shareholders Will Be Better Served with Impactive’s Nominees WEX agrees Ellen would be a great addition because sh

  16. Slide 16: Vote the WHITE Proxy Card to Wake Up WEX

    Additional Information 16 Vote the WHITE Proxy Card to Wake Up WEX PROTECT YOUR INVESTMENT IN WEX Please visit www.WakeUpWex. com for additional materials, information and voting instructions Wake Up Wex by voting for the election of Impactive’s highly qualified director candidates – Kurt Adams, Ell

  17. Slide 17: Appendix

    Appendix

  18. Slide 18: If WEX's Claims Were True, then Shareholders Would Have Seen Better Results

    If WEX’s Claims Were True, then Shareholders Would Have Seen Better Results 18 Reality WEX Board Claims 1 x Since Ms. Smith began her tenure as CEO at the beginning of 2014, WEX has delivered 4% annual returns to shareholders. x Management’s focus on topline growth even when acquired with shareholde

  19. Slide 19: If WEX's Claims Were True, then Shareholders Would Have Seen Better Results (cont'd)

    If WEX’s Claims Were True, then Shareholders Would Have Seen Better Results (cont’d) 19 Reality WEX Board Claims 1 x If management wishes to be paid like executives at their proxy peers, they need to be judged against those peers. x The Board’s willingness to re - engineer an expanded, changing grou

  20. Slide 20: The Case for Change

    THE CASE FOR CHANGE WEX's Mobility segment is growing significantly slower than closest its peer, with organic growth of just 2.7% compared to 6.7% at Corpay. a Chronic Underperformance EXPAND + + WEX has underperformed Corpay by approximately 58% over five years, with returns lagging across 1-, 3-,

WEX — Proxy Contest (April 2026) on 6ix