Wise 公佈 FY26 全年業績，收入增 19% 至 25 億美元，活躍客戶達 1,900 萬

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 Exhibit 99.1 

 
 

 
 Dear Wise Owners, 
 Over the past 15 years, we have built a unique solution to give people and businesses a fundamentally better way to move and manage money across the world. 

Through our infrastructure, we have revolutionized how money can and should work across borders. Customers join Wise for the savings they make on
sending money overseas - our average cross-border take rate for the year was 52bps. But they stay with us for everything else we offer, including speed (75% of transfers we make are instant), convenience and transparency, together with the
usefulness of our account which helps them manage more of their daily financial needs. 
 We made great operational and financial
progress last year. We integrated into domestic payment systems in Brazil and Japan, secured new licenses in the UAE and Thailand, grew our Wise Platform partnerships, adding Unicredit and Raiffeisen Bank as well as more recently Capitec, in April
2026, and expanded our account offering with personal and business customers in more countries who are now able to send, spend, receive and earn through their Wise account. 

These enhancements contributed to growth in customers, +21% YoY to 19 million, cross-border volume, +31% YoY to $243 billion, and
customer holdings, +40% to $39 billion in FY26. Whilst this growth is impressive, we are still early in our journey considering the huge $43 trillion market of global cross-border flows. We will continue to capture growth through more
connections, licenses and product features for our customers. 
 Leveraging our infrastructure 

Wise is fixing international payments. We are building a new global payments network that directly connects local banks and payment systems,
bypassing the traditional correspondent networks used by banks and other payment services, to eliminate costly intermediaries and outdated processes. This is what enables our cross-border transfers to be simple, quick and increasingly cheap.

 We have over a decade of experience in building these direct connections with domestic payment systems, refining our integration
process each time. During FY26, we went live with two new payment systems. First with Japan’s instant payments system, Zengin with Wise being the first non-bank to be granted access. And we also went
live with Brazil’s instant payments system, PIX. Both are truly remarkable as it takes years to gain approval and to integrate as well as operationalize these integrations. 

  
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 In FY26 we continued to expand our global licensing footprint, finishing the year with over 80
licenses. In South Africa, we secured our first conditional license - and then went on to win our first Wise Platform partnership in South Africa with Capitec, in April 2026, where Wise will power its international payments. Recently we also secured
regulatory approval from the Bank of Thailand and the Ministry of Commerce to operate locally in Thailand, becoming the first non-bank to obtain all five licenses required to issue foreign currency wallets and
spending cards in Thailand. 
 We frequently lead the way in being the first non-bank to secure
both licenses and direct connections, with a clear impact on customer outcomes. We can already see the benefits of the direct connections we have built in recent years, and the licenses that underpin them, through the number of transfers arriving to
recipients instantly. Two years ago, in Q4FY24, 62% of payments on Wise were made in under 20 seconds. In Q4FY26, this was 75%, showing the benefits of direct connections we have implemented in this time period, including in Australia and the
Philippines, with Japan and Brazil also contributing. Following direct connections, transaction costs reduce substantially - for payments going through Zengin, transaction costs are 70% lower than before our integration. 

Our direct customers benefit from these speed and cost advantages, and increasingly we are reaching even more customers through our
fastest-growing product, Wise Platform. As our own customers and volumes continue to rise, the benefits of our infrastructure are harder to ignore by banks. Customers are demanding cross-border money services similar to those they experience
domestically and are no longer willing to settle for slow and expensive transfers. 
 We have continued to win new partnerships globally
this year, including Unicredit, MBSB Bank, Raiffeisen and, in April 2026, Capitec. More banks and businesses are being driven to form strategic partnerships with Wise - they get to retain their customers and those customers get a better service in
terms of speed, transparency and predictability in their international payments. 
 Through Wise Platform, and through our accounts for
people and businesses, we are working to move trillions and become the global network for the world’s money. 
 An account for
all customer needs 
 We serve individuals and businesses through our Wise Account for personal customers and Wise Business for small
and medium-sized businesses. Whilst cross-border transfers are still at the heart of our account services, customers are using Wise for more of their everyday financial needs. They are holding money as
balances with Wise, earning a return on these balances or through holdings with Wise Interest and Stocks, and they are spending money with their Wise card. 
 Each use case has grown strongly over FY26, with cross-border volumes up 31%, holdings up 40% and card volume up 37% to $44 billion. 
 Over the year, we brought Wise to more countries and groups, and added more features for existing customers to make their international banking experience more satisfying and therefore even easier to recommend. We work to
consistently make the account more useful for international customers, including easy access to information such as exchange rates and ATM locations as part of our recently-launched Travel Hub. 

We continued to roll out Assets with return-earning accounts for both personal and business customers in more countries, including Brazil,
bringing the number of countries Assets is now live in to 35 since we first launched in the UK in September 2021. 

  
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 Investing in growth 

It’s clear we have a huge opportunity ahead of us and it is vital that we invest to support our growth. As Emmanuel discusses in his letter
below, FY26 has been a year of investment for Wise. 
 In summary, we significantly increased our marketing through the year, including
rolling out our ‘Be Smart. Get Wise.’ multi-channel TV campaign in North America. In the UK we launched a similar campaign, highlighting the breadth of our proposition across TV and also the London tube and major National Rail stations.
The majority of our growth is still driven by word of mouth but we are being smarter with our marketing spend to attract even more customers - we know that if customers come to Wise, they stay with us. 

As a global technology company, we are always optimizing our technology to improve productivity and customer outcomes. We now have over 1,000
engineers working to solve the problems that exist in cross-border transfers. Our engineers use AI with rapid improvements in productivity seen in the last year - we are now shipping over 6,000 releases per month, up over 25% compared with the
previous year. We have also invested in tools to improve our customer service - almost 50% of chat contacts are now handled by LLMs - importantly, with improved quality. 

We will continue to optimize our use of AI to achieve improved customer outcomes while being careful to maintain and improve customer
satisfaction. There are areas in each of our products where customers value dedicated human support and we will continue to invest in these areas. For example, customers in the Wise Account who want to transfer large values, or Wise Business
customers who want account management services. 
 Onwards - the journey to move trillions 

Last year I laid out plans for Wise: in the near term, we wanted to continue to provide the best cross-border experience for our customers to
drive growth in our volumes. In the medium term, we wanted to be the number one international account, and in the long term, we wanted to l also provide the world’s best correspondent infrastructure. This year we have made huge progress. I
would say we continue to provide the best cross-border transfer experience, we are well on the way to providing the world’s best international account and our infrastructure is truly best-in-class. 
 We have also embarked on the next stage of our journey to move trillions, now
as a US-listed company. We moved our primary listing to Nasdaq on May 11, 2026 retaining a secondary listing in London. We believe the addition of this primary US listing will help us drive greater
awareness of Wise in the US, the biggest market opportunity in the world for our products today. 
 Looking at the massive opportunities
ahead of us, in the US and across the world, I am confident that our long-term focus on growth and sustainable profit will result in us building ‘the’ network for money around the world. 

Sincerely, 
 Kristo
Käärmann 
 Chief Executive Officer 

  
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 Dear owners, 

I’m pleased to share another year of exceptional performance for Wise in FY26. These financial results demonstrate the strength of our
business model and the deepening trust our customers place in us. We delivered strong, sustainable financial results while holding firm to our commitments: transparent pricing, low fees, offering our customers great products and investing
strategically for the long term. It’s been a milestone year, as we prepared to deliver our successful listing on the Nasdaq in May 2026 — a move that reflects the global scale of our ambition to bring “money without borders”
to everyone. 
 Strong, sustainable growth 

FY26 was defined by robust growth across our key volume and customer metrics, proving that the demand for better, fairer financial products
continues to increase. We delivered a record cross-border volume of $243.5 billion, a 31% increase year-over-year. This growth was broad-based across geographies and customer segments, with particular strength in Wise Business and Wise
Platform. 
 Our active customer base grew by over 21% year-over-year to 19 million, with 18.0 million personal customers and
0.9 million business customers completing a cross-border transaction with Wise during the year. 
 Customer engagement driving
revenue 
 The depth of our customers’ engagement with Wise continues to strengthen, naturally driving our transaction and net
revenue growth. 
 Cross-border remains at the heart of what we do. In FY26, we delivered $1,257.0 million in cross-border revenue
with year-over-year growth of 17%. This was driven by strong volume growth, partially offset by our deliberate investments in lowering prices for our customers. 

Additionally, customers spent $44 billion with their Wise card globally, resulting in $391.6 million in card revenue, a 40%
year-over-year increase driven by strong adoption in the EU, Australia, and the UK. 
 Customer adoption of other products to manage
their everyday finances, including domestic usage of the Wise account, as well as earn a return on their money through Wise Assets resulted in other revenue of $245.0 million, an increase of 26% year-over-year. 

This stronger growth in card and other revenue streams means that over a third of our transaction revenue is now derived from non-cross-border sources, significantly diversifying our revenue base. 

  
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 Growing customer trust and holdings 

Perhaps the most compelling indicator of trust is the money our customers choose to hold with us. It shows they are moving beyond occasional
transfers and making Wise central to their financial lives. 
 In FY26, total customer holdings reached a remarkable $39 billion,
which includes $9 billion held through Wise Assets. Customer balances held on Wise, specifically, grew by 36% year-over-year to $30.0 billion. 
 We generated $806.1 million in interest income on these balances, up 6% year-over-year. Under our interest framework, we seek to use the first 1% of yield to cover account operating costs, and of the remainder, keep 20% as
profit while returning 80% to customers. 
 While regulatory restrictions, mainly in the UK, meant we were only able to return about half
of this 80% goal, we still paid $196.9 million in interest to our customers. 
 Overall, customer activity and interest income
generation resulted in total net revenue of $2,502.8 million, up 19% year-over-year, out of which roughly half was from non cross-border sources. 
 Driving efficiencies while investing for the future 
 We continue to prove that we can operate efficiently while
simultaneously investing in the infrastructure that powers our future growth. We achieved a major milestone in speed this year: 75% of our transfers were delivered instantly (in under 20 seconds) in the final quarter of FY26. 

We’ve achieved this by benefiting from scale and optimizing our infrastructure. Our direct integration strategy is working—we launched
two new direct integrations in FY26, reducing reliance on intermediaries to improve both speed and cost. We also invested in our long-term capabilities and growing our teams: 

 

 
•
  Technology & Development: 

 
 
 increased 38% year-over-year to $434.3 million as we expanded our engineering teams with
average headcount growth of 22% year-over-year. We now deploy code 6,000 times per month on average while maintaining 99.9% unadjusted uptime, ensuring we can support significantly higher transaction volumes. 

 

 
•
  Servicing: 

 
 
 We continued to invest in servicing to onboard and support our growing customer base, while
maintaining our high standards in terms of compliance and customer support. In FY26 servicing expenses increased 38% to $396.6 million, largely driven by a 26% growth in average headcount. 

 

 
•
  Marketing & Sales: 

 
 
 We increased our marketing investment by 62% to $171.8 million as we have continued to
increase our investment in existing marketing channels, whilst investing more in brand marketing, as we aim to build brand awareness in key markets. We have also grown our Wise Business and Wise Platform sales teams. All of these efforts are
supported by powerful word-of-mouth recommendations which account for c.70% of new customers. Average headcount growth for marketing and sales was 42% year-over-year.

  

 
•
  General & Administrative: 

 
 
 Expenses increased 40% to $381.9 million, driven significantly by our preparations for the
dual listing 

  
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  and especially our introduction on Nasdaq, as well as necessary growth in regulatory and hiring costs. Average general and administrative headcount increased 31% year-over-year.

 Overall, we closed FY26 with over 8.8 thousand employees as we were able to successfully recruit and onboard a net
increase of over 2 thousand Wisers. 
 Strategic investment in pricing 

Our pricing strategy remains long-term: driving down prices for customers while building a sustainable, profitable business. This includes our
commitment to transparent pricing and in FY26, we saved our customers an estimated over $3 billion in hidden fees compared to traditional banks. 
 In FY26 our average take rate dropped from 58bps to 52bps. Looking forward, we expect to continue sharing these efficiencies with customers. This is a core feature of our business model. As operational efficiencies, scale benefits,
and our expanding direct integration network make us more efficient, we pass some of those savings directly back to customers. This in exchange drives higher volumes,
word-of-mouth growth, and further scale advantages. 

This is not a headwind to our business model—it’s a core feature of it that drives the long-term sustainability of our business.

 Delivering attractive margins 
 We delivered solid margins, alongside strategic investments into growth, including pricing. 
 Income Before Tax was
$660.4 million, with a margin1 of 26.4%, for the full year, as we seek to deliver margins in line with our medium-term targets. This demonstrates the operating leverage in our business model
and our ability to balance growth investment with profitability. 
 Our margin demonstrates that our business model is not only
sustainable but also profitable as we scale. We’re proving that you can offer customers the best prices while investing into building a highly profitable business—the two objectives are complementary, not contradictory.

 
 1 Calculated as income before tax divided by net revenue 

  
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 This framework is reflected in our revenue growth and margin expectations for the medium-term.
We have reiterated our aim to deliver 15-20% net revenue CAGR and 15-20% income before tax margin, if we were to be able to pay back 80% of interest income above 1% back
to customers. However, until that is the case, we’d expect IBT margin to be 20-25%. 

Disciplined capital allocation and owner returns 

Our business model and strategy to invest in growth, naturally results in strong profit and cash flow generation. This financial strength puts us
in an excellent position, allowing us to maintain robust cash balances, while also being able to return this excess capital to our owners. 
 In FY26, this strength allowed us to complete a c.25-million-share repurchase program linked to historical employee share options, alongside our ongoing purchases for the Employee Share Trust
(EST, formally EBT). Over the course of the year, we allocated over $470 million to fund these purchases, repurchasing a total of 35.9 million shares. 

Looking ahead, our medium-term targets are geared to delivering sustainable margins and further expanding our capital position. As we evaluate the
most effective, value-accretive mechanisms for capital distribution, our priority is clear: maintaining a disciplined approach that rewards our owners while preserving the flexibility required to execute our mission. 

In alignment with this strategy, today we are announcing our intention to commence a new share purchase program which we expect to be over
$500 million, of which c.40% will be allocated to our recurring EST share purchase program. 
 Focused on execution

 FY26 was a year of immense execution. We scaled our volumes and active customer base substantially, launched key infrastructure
improvements, deepened customer engagement, and successfully completed the process to transition our primary listing to the U.S. 
 This
performance highlights the power of our mission. By relentlessly focusing on reducing the cost and improving the experience of moving and managing money internationally, we create genuine value for our customers, drive sustainable growth, and
generate attractive returns for you, our owners. Past and current investments continue to support our ambitions. We are excited by the significant opportunity ahead, driven by a $43 trillion annual cross-border transfer volume in the world.

 Thank you for your continued support as we make money without borders a reality for people and businesses everywhere. 

Sincerely, 
 Emmanuel Thomassin

 Chief Financial Officer 

  
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 Introduction 

Wise Group plc was established as the ultimate holding company of the Group2 pursuant to a Scheme of Arrangement under Part 26 of the UK Companies Act 2006, which was completed on 8 May 2026 (the “Reorganization Transaction”). On
11 May 2026 , Wise Group plc’s ordinary shares were admitted to trading on The Nasdaq Global Select Market (“Nasdaq”), with the Group’s primary listing transferring from the London Stock Exchange (“LSE”) to
Nasdaq, while retaining a secondary listing on the equity shares (transition) category of the Official List and admitted to trading on the LSE’s main market for listed securities (the “secondary listing”) (the “Dual
Listing”). In connection with the LSE secondary listing, the Company is obliged to provide certain disclosures in accordance with the Financial Conduct Authority’s (“FCA”) UK Listing Rules (“UKLRs”) and the
FCA’s Disclosure Guidance and Transparency Rules (“DTRs”). The relevant information, including our Corporate Governance Compliance Statement as required by DTR 7.2, is set out below. Further information on the Company can be found
in the Annual Report on form 20-F (“Annual Report”), which is available on our website at www.wise.com/owners. 
  

 
 

2 Unless otherwise indicated or the context otherwise
requires, all references to the terms “we,” “us,” “our,” “Wise,” the “Group,” the “Company” and similar references refer to (i) prior to the completion of the
Reorganization Transaction, Wise Limited and its wholly owned subsidiaries, and (ii) following the completion of the Reorganization Transaction, Wise Group plc and its wholly owned subsidiaries. 

  
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 Corporate Governance Compliance Statement 

Corporate governance practices 
 For the purposes of DTR 7.2.2, the Company is not subject to any published corporate governance code on a mandatory basis under applicable law or regulation by virtue of its jurisdiction of incorporation and listing structure. In
relation to the financial year ended 31 March 2026 (“FY2026”), and prior to the Dual Listing, Wise plc (now Wise Limited) as the former ultimate holding company of the Group, was also not subject to any published corporate
governance code, specifically the UK Corporate Governance Code, since Wise plc’s listing was in the equity shares (transition) category of the LSE’s main market. In prior financial years, Wise plc voluntarily adopted the then-applicable
UK Corporate Governance Code. As a result of, and with effect from, the Dual Listing, the Company is no longer applying the UK Corporate Governance Code, instead adopting the corporate governance arrangements set out in our Corporate Governance
Guidelines (“Governance Guidelines”, described below) for the reasons included further below. 
 Governance Guidelines

 The Board of the Company has instead adopted corporate governance arrangements as set out in our Governance
Guidelines available on our website at owners.wise.com/governance/governance-documents. The Company
is incorporated in Jersey and admitted to trading on Nasdaq with a primary listing. In these circumstances, the Board considers that adoption of the UK Corporate Governance Code or any other published code would not accurately constitute an
appropriate governance framework for the Company. The Company’s Governance Guidelines, together with the Company’s Jersey law constitution and articles of association, act as a framework to assist the Board in carrying out its
responsibilities for the business and affairs of the Company, and the Board considers that these arrangements, taken as a whole, are appropriate for the Company taking into account its size, corporate structure, listing venue and stage of
development. The Governance Guidelines include certain practices which go beyond the requirements of Jersey national law, in line with certain Nasdaq corporate governance requirements that generally apply to US domestic issuers (notwithstanding the
Company’s position as a foreign private issuer on Nasdaq). 

  
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 Board and committee composition and operation 

 

 
  

Board
  

 
 
 
 

 
 Members3:

  
 Independent

  
 Meetings
  

in FY20264

 
 
 David Wells (Board Chair), Clare Gilmartin (Senior Independent
Director), Elizabeth G. Chambers (Non-Executive Director), Terri Duhon (Non-Executive Director), Scott Hill (Non-Executive Director), Kristo Käärmann (Chief Executive Officer and Executive Director), Alastair Rampell (Non-Executive
Director), Hooi Ling Tan (Non-Executive Director), and Emmanuel Thomassin (Chief Financial Officer and Executive Director).

  
 A majority
ofmembers (7 of 9) areindependent

  
  
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 The role of the
Company’s board of directors (the “Board”) is to promote the sustainable long-term success of the Company, generating value for all stakeholders. The Board oversees governance, ensures smooth operation, and provides oversight of
the strategic direction of the business. It is committed to high standards of corporate governance.
 The Board, led by
the Chair, is responsible among other matters for: promoting Wise’s long-term success and delivering sustainable value to shareholders; reviewing and overseeing Wise’s mission and objectives; monitoring the alignment of the mission with
the desired culture; establishing Wise’s risk appetite and monitoring its risk profile; and reviewing Wise’s overall corporate governance arrangements.
  

During FY2026 the Board met four times, excluding committee and ad-hoc meetings.

These meetings were held at the Company’s offices in London, UK and Tallinn, Estonia. When making decisions, the Board must
balance sometimes conflicting stakeholder concerns. By considering Wise’s mission, together with its strategic priorities and decision-making process, the Board aimed to ensure that its decisions were in the best interests of Wise.

 
 During FY2026 the Board’s key decisions and
activities can be categorised under the following themes:
  
 Strategy and Performance
  

●

 Received strategic deep-dives across product and market, and discussed key wins and
opportunities.

  
  

  
 

3 Mr. Uytdehaage resigned from our Board upon the
expiration of his term at our 2025 Annual General Meeting of Shareholders held on 25 September 2025. Mr. Hill joined the Board from 2 March 2026. 

4 Includes scheduled meetings, all of which were held
prior to the Committee Restructuring. 

  
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●

 Assessed performance against customer, growth and financial metrics, including performance versus
forecast.

  

●

 Reviewed the customer servicing strategy.

 

●

 Considered an Owner Relations update on owners’ views to validate the strategy and
progress.

  

●

 Conducted a Board visit to Tallinn, Estonia.

 
 People and Culture

 

●

 Reflected on themes from workforce engagement activities.

 

●

 Reviewed workforce survey results and proposed actions.

 

●

 Reviewed progress against diversity, equity and inclusion (DEI) goals.

 
 Finance and Risk

 

●

 Reviewed the Chief Financial Officer’s reports on financial performance.

 

●

 Reviewed and approved capital allocation matters.

 

●

 Approved the FY2025 Annual Report and Accounts and the FY2026 Half-Year Report.

 

●

 Reviewed and approved the liquidity adequacy, capital adequacy and wind-down plans.

 

●

 Reviewed and approved the Going Concern and Viability Statement, including stress-testing
scenarios.

  

●

 Reviewed and approved risk appetite for several material risks.

 
 Governance

 

●

 Considered the outcome of the Board and Committee effectiveness review.

 

●

 Received regular reports from the Chairs of the Audit and Risk, Remuneration and Nomination
Committees.

  

●

 Received regular reports from the Company Secretary and Chief Legal Officer on legal and governance
matters.

  

 As part of the Reorganization Transaction, the Board has established four standing committees:
an Audit Committee, a Risk Committee, a Compensation Committee, and a Nominating and Corporate Governance Committee (the “Committee Restructuring”). 

The Committee Restructuring, effective on and from 8 April 2026, included: (i) splitting the previous “Audit and
Risk Committee” into a separate “Audit Committee” and a new “Risk Committee”, (ii) renaming the “Remuneration Committee” to the “Compensation Committee”, and (iii) renaming the
“Nomination Committee” to the “Nominating and Corporate Governance Committee”. Prior to the Committee Restructuring, references to committees of the Board refer to the former committees of the board of directors of Wise plc
(now Wise Limited), which the new committees have replaced. 

  
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 Further information regarding the composition and purpose of each committee
is provided below5. Information presented is current as at the date of this report, being 25 June 2026 unless otherwise specified as being for FY2026. 

 

 
 

5 The Board Committee membership in this document reflects the governance structure for the
Board effective from 8 April 2026 when the Non-Executive Directors were formally appointed to the Board and its Committees as part of the Reorganization Transaction. 

  
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 Audit Committee
  

  
 Members6:
  
 Scott Hill (Chair)7, Clare Gilmartin and Terri Duhon

  
  

Independent  
  

All

  
  
 Meetings

 
 in FY20268    
  

6
  

  
  

 
 

6 Mr. Uytdehaage resigned from our Board and the
Audit and Risk and Remuneration Committees upon the expiration of his term at our 2025 Annual General Meeting of Shareholders on 25 September 2025. Mr. Wells was a member of the Audit and Risk Committee from 25 September 2025 to 7 April
2026. 
  
 7 Mr. Hill joined the Board from 2 March 2026 and was appointed as chair of the Audit Committee from 8 April 2026. 

8 Includes scheduled meetings held as the Audit and
Risk Committee prior to the Committee Restructuring. 

  
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 Audit Committee (established April 2026)

 
 The primary purpose of the Audit Committee is to
discharge the responsibilities of our Board in overseeing the governance of our risk management framework with respect to financial and accounting risks, financial reporting, the external audit process, internal control and related assurance
processes. The Audit Committee operates under a written charter that is available at
owners.wise.com/governance/governance-documents.
  

The Audit Committee also oversees Wise’s relationship with its external auditor, PricewaterhouseCoopers
(“PwC”), ensuring objectivity, independence and effectiveness are monitored regularly.
  

The Audit Committee reviewed and discussed the audited financial statements for FY2026 with management and with PwC. The Audit
Committee discussed with PwC the matters required by the applicable standards of the Public Company Accounting Oversight Board (‘‘PCAOB’’) and the Securities Exchange Commission. PwC provided the Audit Committee with the
written disclosures and the letter required by the applicable requirements of the PCAOB regarding the independent accountant’s communications with the Audit Committee concerning independence and has discussed with PwC its
independence.
  
 The Audit Committee is
responsible for reviewing and ensuring the quality of financial reporting and other specific financial information. Following review and challenge, the Audit Committee recommended to the Board that the financial statements, taken as a whole, were
fair, balanced and understandable. The financial statements provide Wise owners with the necessary information to assess the Group’s strategy, position and performance, as well as its business model, strategy, and the risks facing the
business.
  
 There are various channels for our
employees to raise concerns, including a whistleblowing portal and an independent external whistleblowing hotline. The Audit Committee is responsible for ensuring that whistleblowing arrangements are effective and the Chief Legal Officer provides
periodic reporting on matters arising from whistleblowing and subsequent actions.
  
 Audit and Risk Committee Activities FY2026
  
 In FY2026, the Audit and Risk Committee (as it was known prior to April 2026) met nine times (six scheduled meetings and three ad hoc meetings). Four of these occasions were our regular quarterly meetings and two were convened to
approve our full-year and half-year financial statements. Of the remaining three meetings, two were convened to support preparation for the Dual Listing, and the remaining meeting was held to review and challenge our assumptions for the Internal
Capital Adequacy and Assessment Process and Internal Liquidity Adequacy Assessment Process submissions to the FCA. The regular quarterly meetings continued to feature presentations from our Risk, Compliance, Finance and Internal Audit teams as well
as updates from the first line of defence on matters including product compliance, cyber risk and data privacy. PwC attended all meetings with the exception of the meeting held to review and challenge our assumptions for the Internal Capital
Adequacy and Assessment Process and Internal Liquidity Adequacy Assessment Process submissions.
  

During FY2026 the Board’s key decisions and activities can be categorised under the following themes:

 

  
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 Financial Information and Reporting

 

●

 Reviewed the Annual Report and Accounts, interim reports, performance updates and Pillar 3
disclosures.

  

●

 Reviewed management’s application of critical accounting policies and significant accounting
judgements.

  

●

 Considered key risks in preparing the financial statements and the effectiveness of internal financial
controls.

  

●

 Oversight of the financial control environment, focusing particularly on IT general controls as well as controls around
cash management, safeguarding and interest income.

 

●

 Reviewed the Viability Statement and PwC’s findings on significant judgements, disclosures and the control
environment.

  

●

 Reviewed the planning of the interim results announcement and reports on capital, liquidity and tax
strategy.

  

●

 Recommended to the Board that the financial statements, taken as a whole, were fair, balanced and
understandable.

  
 Internal Audit

 

●

 Approved the FY2026 internal audit plan, covering financial crime, IT and security, treasury, regulatory compliance and
operations.

  

●

 Reviewed the results of internal audit reviews, including ratings rationale, management actions and remediation
timetables.

  

●

 Monitored that management addressed issues raised by Internal Audit within agreed timetables.

 

●

 Approved the Internal Audit Charter and oversaw resourcing, independence and engagement with the Leadership Team, PwC
and stakeholders.

  

●

 Concluded that the Internal Audit function remained adequately resourced and effective.

 
 External Auditor

 

●

 Oversaw the relationship with PwC, monitoring objectivity, independence and effectiveness, including review of audit
approach, materiality, risk assessment and scope.

 

●

 Obtained management feedback on auditor effectiveness and reviewed regular progress updates, with the audit partner
attending all meetings.

  

●

 Maintained oversight of independence safeguards, including conflict management, changes in key audit staff and the
extent of non-audit services.

  

●

 Applied the Group’s non-audit services policy in line with the FRC Revised Ethical Standard
2019.

  

●

 Recommended the reappointment of PwC for FY2026.

 

  
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 Whistleblowing

 

●

 Oversaw the effectiveness of Wise’s whistleblowing arrangements, including the internal portal and independent
external hotline, with periodic reporting from the Chief Legal Officer on matters arising and subsequent actions.

  

As a public company in the United States, the Company is obligated to maintain proper and effective internal control over
financial reporting. The Audit and Risk Committee reviewed the effectiveness of internal control over financial reporting as preparation for compliance with this obligation and further information is in our Annual Report. Going forward, this will be
the responsibility of the Audit Committee.
  

  
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 Risk
Committee9
  

 
 
  

Members:

  
  

Independent

  
  

Meetings
  

in FY2026

 
 
 Terri Duhon (Chair), Elizabeth G. Chambers and Scott Hill10.

  
 All

  
  

Nil
  

 
  
 Risk Committee (established April
2026)
  
 The primary purpose of our Risk Committee is to assist our
Board in fulfilling its oversight responsibilities with respect to our risk management and control framework. The Risk Committee operates under a written charter that is available at
wise.com/governance/governance-documents.
  

Audit and Risk Committee Activities FY2026
  

Prior to establishing the Risk Committee, oversight of risk management and internal controls was satisfied by the Audit and Risk Committee. In
FY2026 the focus of the Audit and Risk Committee on matters in relation to our risk management and control framework included:

 

●

 Reviewing and advising the Board on Wise’s risk management framework.

 

●

 Reviewing Wise’s risk profile.

 

●

 Challenging management on the identification of risks and issues.

 

●

 Reviewing the status of strategic risks and corresponding controls.

 

●

 Overseeing and advising on operational risk and resilience, conduct, regulatory, financial crime and cyber security
risk.

  

●

 Overseeing the principal and emerging risks of the business.

 

●

 Reviewing necessary actions to remediate any failings or weaknesses identified in the Wise’s internal control
framework.

  

●

 Reviewing the regulatory landscape and regulator engagement.

 

●

 Reviewing compliance and monitoring testing information.

 

●

 Reviewing the capability and adequacy of risk resourcing in the First and Second Lines of Defence
teams.

  

●

 Challenging relevant regulatory submissions.

 

   
 

9 
 Prior to the establishment of the Risk Committee in April 2026 risk matters were overseen by the
Audit and Risk Committee. 

10 
 Ms. Chambers and Mr. Hill joined the Risk Committee from 8 April 2026.

  
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Compensation Committee

 

 
 
 
 

 
 Members11:

  
Independent
  
 Meetings
  

in FY202614

 
 
 Elizabeth G Chambers (Chair), Hooi Ling Tan12 and Alastair Rampell13.
  

  
 All

  
  

4

 
  
 Compensation Committee (established April
2026)
  
 The primary purpose of our Compensation Committee is to
discharge the responsibilities of our Board in overseeing our compensation policies, plans and programs and to review and determine the compensation to be paid to our senior executives, directors and other senior management, as appropriate. The
Compensation Committee operates under a written charter that is available at owners.wise.com/governance/governance-documents.

 
 The Compensation Committee has appointed Deloitte LLP to be its independent
advisers on executive remuneration and is satisfied that the advice it has received is independent and that the engagement partner and team that have provided remuneration advice do not have connections with the Company that might impair their
independence.
  

Remuneration Committee Activities FY2026

 
 In FY2026, the Remuneration Committee (as it was known prior to April 2026)
focused on ensuring that the remuneration arrangements for executives remained competitive, responsible and aligned with Wise’s long-term strategy. The Committee undertook a detailed review of the remuneration implications of the Dual Listing.
The Remuneration Committee also continued to consider regulatory requirements in relation to remuneration as they apply to the Group.
  

Regarding remuneration arrangements for executives, the Remuneration Committee considered the vesting schedule for restricted shares appropriate,
after taking into account: pay practices in many of our global peers with whom Wise competes for talent; the approach to reward for other Wisers; the fact that the performance shares remain aligned to a five-year time horizon; and the significant
shareholding requirements in place for our Executive Directors (300% of salary), which supports long-term shareholder alignment. The measures selected are aligned with Wise’s strategy and key performance indicators, and with shareholder
interests. During FY2026 the remuneration arrangements for executives operated as intended and no discretion was applied to their outcomes.
  

The Remuneration Committee oversaw that mechanisms are in operation to ensure that variable remuneration subject to malus and clawback provisions
are enforceable. There were no risk adjustments made during FY2026.
  
  

  
 

11 Mr. Uytdehaage resigned from our Board and the Audit and Risk and Remuneration Committees
upon the expiration of his term at our 2025 Annual General Meeting of Shareholders on 25 September 2025. Mr. Wells ceased to be a member of the Remuneration Committee from 25 September 2025. 

12 Ms. Tan joined the Remuneration Committee from 25 September 2025. 

13 Mr. Rampell joined the Compensation Committee from 8 April 2026. 

14 Includes scheduled meetings held as the Remuneration Committee prior to the Committee
Restructuring. 

  
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Nominating and Corporate Governance Committee

 

 
 
 
 

 
 Members:

  
Independent
  
 Meetings
  

in FY202616

 
 
 David Wells (Chair), Clare Gilmartin, Kristo Käärmann and Hooi Ling
Tan.
  

  
 Majority (3 of 4) of members are independent15
  

  
  

4

 
 

15 As a foreign private issuer, we are not required to have a nominating committee comprised
solely of independent directors. 
 16 Includes scheduled meetings held as the
Nomination Committee prior to the Committee Restructuring. 

  
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 Nominating and Corporate Governance
Committee
 (established April 2026)
  

The Nominating and Corporate Governance Committee operates under a written charter that is available at
owners.wise.com/governance/governance-documents. Its responsibilities pursuant to that charter include:

 

●

 Reviewing the structure, size and composition of the Board and various board committees and making recommendations to
the Board with regard to any changes;

  

●

 Ensuring that plans are in place for an orderly succession to the Board and key members of
management;

  

●

 Identifying and nominating, for the approval of the Board, candidates to fill vacancies of the Board as and when they
arise; and

  

●

 Evaluating developments in corporate governance and shareholder engagement, and reviewing our governance framework,
disclosures and other related actions.

  
 Nomination
Committee Activities FY2026
  
 In FY2026 the focus of the
Nomination Committee (as it was known prior to April 2026) was on finding a successor to Ingo Uytdehaage who stepped down as a director and Chair of the Audit and Risk Committee in September 2025. Following an extensive international search Scott
Hill joined Wise in March 2026. The Committee also focused on putting plans in place for orderly succession to both Board and key members of management, and overseeing the development of a diverse pipeline for succession. In FY2026, the Company
engaged external search agencies Spencer Stuart, Sapphire Partners, Heidrick & Struggles and True Search for Non-Executive Director succession planning and recruitment.

 
 Scott Hill was identified as a possible candidate for Non-Executive
Director following a referral to the Company by Andreessen Horowitz, a former shareholder of the Company which held no shares in the Company as at the date of either the referral or this report. Alastair Rampell, a Non-Executive Director of the
Company, is a General Partner at Andreessen Horowitz. Mr. Hill has no connection with either the referring party or Mr. Rampell. Mr. Rampell did not participate in the Committee’s deliberations or recommendation in relation to this
appointment, and the Committee independently satisfied itself as to Mr. Hill’s suitability and independence.
  

 

 For FY2026, the Board had established a Disclosure Committee in order to ensure timely and accurate disclosure of
all information that is required to be so disclosed to the market to meet the legal and regulatory obligations and requirements arising from the Dual Listing. 

  
 20 

 

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 Board evaluation 

The Board, acting through the Nominating and Corporate Governance Committee, shall conduct a regular self-evaluation to determine whether it and
its committees are functioning effectively. We conducted an internal Board evaluation throughout May and June 2025 via questionnaire. The evaluation concluded that the Board, its Committees and each of the Directors were effective and fulfilled
their remit. The Non-Executive Directors reported improved alignment on strategy and KPIs and higher quality Board papers enabling thorough, in-depth and more strategic discussions. Various actions were noted as part of the evaluation, including (i)
continuing the sustained focus on the risk and control environment in light of the pace of change within the Company; (ii) the continued inclusion of key strategy items on the Board agenda; and (iii) continued focus on succession planning to ensure
the Board maintains the collective skills and experience required to support the company’s long-term growth. 
  

Division of Responsibilities 
  

 

  

Chair

  

●

 Provide effective leadership of the Board and promote a high standard of governance

 

●

 Set a Board agenda that is forward-looking and reflects the important issues facing Wise

 

●

 Lead the Board in overseeing management and provide support for the Chief Executive Officer and Leadership
Team

  

●

 Lead the evaluation process for the Board and its Committees

 

●

 Report to the Board on the views of shareholders

 

●

 Represent Wise to its key stakeholders

 

  

Senior
 Independent
 Director

  

●

 Preside over all meetings of the Board at which the Chair is not present

 

●

 Serve as an intermediary for Directors and for shareholders

 

●

 Oversee the Directors’ evaluations of the Chair

 

●

 Chair the Nominating and Corporate Governance Committee when Board Chair succession is
considered

 

  

Chief
 Executive
 Officer

  

●

 Manage Wise on a day-to-day basis within the authority delegated by the Board

 

●

 Develop strategy, plans and objectives for review by the Board

 

●

 Lead the Leadership Team in ensuring that Board decisions are implemented and significant decisions made by the
Leadership Team are communicated to the Board

  

●

 Represent Wise externally, including to shareholders

  
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 Board and Committee meeting attendance 

The table below sets out board director’s attendance at scheduled Board and Committee meetings held during FY2026 prior
to the Committee Restructuring. 
  

 

 
 
 Director

 

  
  

Scheduled meetings attended / eligible to attend during FY2026

 

 
 
 
 

 
 
  

 

  
  
 Board

  
  

Audit and RiskCommittee
  

 
  
 Remuneration

 
  
 Nomination

 
 
 
 
 
 

 
  
 Non-Executive Directors
  

  
        
  
        
 
        
 
        

 
 
 
 
 
 

 
  
 David Wells

 

  
 4/4 

  
3/317  

 
2/218  

 
 4/4 

 
 
 
 
 
 

 
  
 Clare Gilmartin

 

  
  
 4/4

 

  
  
 6/6

 

 
  
 n/a

 

 
  
 4/4

 

 
 
 
 
 
 

 
  
 Terri Duhon

 

  
  
 4/4

 

  
  
 6/6

 

 
  
 n/a

 

 
  
 n/a

 

 
 
 
 
 
 

 
  
 Elizabeth G
Chambers
  

  
  
 4/4

 

  
  
 n/a

 

 
  
 4/4

 

 
  
 n/a

 

 
 
 
 
 
 

 
  
 Scott Hill19
  

  
  
 1/1

 

  
  
 n/a

 

 
  
 n/a

 

 
  
 n/a

 

 
 
 
 
 
 

 
  
 Hooi Ling Tan

 

  
  
 4/4

 

  
  
 n/a

 

 
  

2/220
  

 
  
 4/4

 

 
 
 
 
 
 

 
  
 Alastair Rampell

 

  
  
 4/4

 

  
  
 n/a

 

 
  
 n/a

 

 
  
 n/a

 

 
 
 
 
 
 

 
  
 Past Directors

 

  

  

 

 

 
 
 
 
 
 

 
  
 Ingo Uytdehaage21
  

  
  
 2/2

 

  
  
 3/3

 

 
  
 2/2

 

 
  
 n/a

 

 
 
 
 
 
 

 
  
 Executive Directors

 

  

  

 

 

 
 
 
 
 
 

 
  
 Kristo
Käärmann
  

  
  
 4/4

 

  
  
 n/a

 

 
  
 n/a

 

 
  
 4/4

 

 
 
 
 
 
 

 
  
 Emmanuel
Thomassin
  

  
  
 4/4

 

  
  
 n/a

 

 
  
 n/a

 

 
  
 n/a

 

  
 

17 Mr. Wells joined the Audit and Risk Committee from
25 September 2025 until 7 April 2026. 
 18
Mr. Wells ceased to be a member of the Remuneration Committee from 25 September 2025. 
 19 Mr. Hill joined the Board from 2 March 2026. 
 20 Ms. Tan joined the Remuneration Committee from 25 September 2025. 
 21 Mr. Uytdehaage resigned from our Board and the Audit and Risk and Remuneration Committees upon the expiration of his term at our 2025 Annual General
Meeting of Shareholders on 25 September 2025. 

  
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 Board and Leadership Team diversity 

As of 11 May 2026, the Company is considered a foreign private issuer on Nasdaq. As such, we no longer have a specific
diversity policy in place. However, in reviewing the qualifications of potential director candidates and recommending those candidates to be nominated for election to the Board, the Nominating and Corporate Governance Committee will consider all
factors it considers appropriate, which may include relevant career experience, age, gender, nationality and diversity of thought and education and professional background. 

The tables below show the diversity metrics for our Board and Leadership Team as of the date of signing the FY2026 Annual
Report. The information was collected on a self-reporting basis via a questionnaire completed by our Board and Leadership Team, who were asked to select an option under both gender and ethnicity. Based on the below, the Board met the diversity targets set out in UKLR 22.2.30. 

Gender representation 
  

  
  
  

Number of BoardMembers

  
  

% ofBoard 

  
  

Number inSenior Board  Positions(Chair, CEO,CFO, SID)

 

  
  

Number inLeadership  Team

  
  

% ofLeadership  Team

  
  

% of seniormanagement22and 
their direct reports

  

Men
  

  
  
 4
  

  
  
 44%
  

  
  
 3
  

  
  
 6
  

  
  
 60%
  

  
  
 64%
  

  

Women
  

  
  
 4
  

  
  
 44%
  

  
  
 1
  

  
  
 4
  

  
  
 40%