money

without

borders

2024 Annual Report and Accounts

Our vision is

MONEY

WITHOUT

BORDERS

Our mission is to build the best way to move and manage

the world’s money. Min fees. Max ease. Full speed.

3 products. 40+ currencies. 160+ countries.

Strategic Report

Highlights of the year 2

Wise at a glance 4

Chair’s statement 6

Investment case 8

Market overview 10

Our mission pillars 12

Our infrastructure 14

Our products 18

Chief Executive Officer’s statement 30

Business model 32

Key performance indicators 34

Interim Chief Financial Officer’s review 36

Our people 40

ESG at Wise 48

Section 172 and stakeholder engagement 60

Risk management 62

Viability statement 78

Non-financial and sustainability information statement 80

Governance

Governance at a glance 82

Chair’s introduction to governance 84

Corporate Governance Compliance Statement 85

Board of Directors 86

Leadership Team 89

Role of the Board, activities and decisions 91

Nomination Committee report 96

Audit and Risk Committee report 99

Remuneration Committee report 104

Directors’ report 116

Statement of Directors’ responsibilities 119

Financial Statements

Independent auditors’ report 120

Consolidated statement of profit or loss and other

comprehensive income

126

Consolidated statement of financial position 127

Consolidated statement of changes in equity 128

Consolidated statement of cash flows 129

Notes to the Group consolidated financial statements 130

Company statement of financial position 158

Company statement of changes in equity 159

Notes to the Company financial statements 160

Other Information

Alternative performance measures 165

Glossary 169

Company information 170

Why our

customers love the

Wise Account.

Read more on page 29

1Wise Annual Report and Accounts 2024

growing

fast and

profitable

Highlights of the year

c.12.8m

Active customers

up 29%

c.£118.5B

Cross-border

volume

up 13%

£13.3B

Customer balances

up 24%

£1.05B

Revenue

up 24%

£1.17B

Underlying Income

up 31%

£241.8M*

Underlying profit

before tax

up 225%

£481.4m

Profit before tax

up 229%

34.20p

EPS

up 197%

* To supplement performance assessment, the Group uses alternative performance

measures (APMs), which are not defined under IFRS. APMs are indicated in this

document with an asterisk (*); definitions and further details are provided from

page 165.

Strategic Report

“Our vision is Money Without Borders, we are building the best way to

move and manage the world’s money. Min fees. Max ease. Full speed.

Inthe last 12 months we secured new licenses and direct connections,

while improving the Wise Account for 12.8m people and businesses

around the world, an increase of 29% from the previous year.

Transfersgot faster with 62% arriving instantly, we laid the ground

forthefee reductions we made in this financial year, and we expanded

WiseAssets to be available in 11 EU countries in FY2024 to allow

customers make theirmoney work harder. Andas we expand and

improve our network we have opened it up for banks to provide our level

of experience to their customers through Wise Platform. All of this tells us

that our investments we make and experiences we are build are

progressing us towards our mission, andmaking Money Without Borders

a reality.”

Kristo Käärmann, Co-founder and CEO

We invested to make our network even quicker and easier

• 62% of payments were instant

• 83% of payments were within an hour

• 95% of payments were within 24 hours

1. Q4 FY2024.

We continue to build our infrastructure

• We launched Correspondent Services in collaboration with Swift

• We completed the integration into Australia’s domestic payment system

• We were granted a Type 1 Funds Transfer Service Provider licence in Japan, removing our

1 million JPY single transaction limit

The Wise Account got even better with new features and services

• 48% of active personal customers and 60% of active business customers have adopted the

Wise Account

• We expanded the Wise Assets Interest and Stocks products to be live in 11 European markets

Our business has strong fundamentals and is profitable

• Underlying income increased 31% to £1.17 billion

• Underlying profit before tax was £241.8 million, equivalent to a 20.6% margin

• Reported profit before tax of £481 million, an increase of 229%, which includes an additional

£240 million of net interest income

Loyal customers have driven customer growth

• Our customer base has grown by 29% YoY in a market where our share is still small

• Great products, smart marketing and evangelical customers combine to drive this growth,

helping to keep marketing costs low

3Wise Annual Report and Accounts 2024

We are Wise. The network

for the world’s money.

Wise at a glance

Coverage across

160+

countries

and over 40 currencies

More than

12.8m active

customers

with almost half of these having adopted

the Wise Account

More than

£13.3b

in balances

5,500+

Wisers globally

See page 40

Wise Account

See page 18

our three products

Wise Business

See page 22

Wise Platform

See page 26

Over

£118b

in cross-border

transactions

Strategic Report

Our vision is

Money without borders

Our mission drives us

We’re building the best way to move and manage the world’s

money. Minimum fees. Maximum ease. Full speed.

Our mission pillars guide us so we’re building things that our customers need

See page 12

Lower costs.

All this shouldn’t cost

the earth. Fair prices,

sustainable growth.

Instant.

Moving money

overseas as fast as

you send an email.

Let’s race.

Convenient.

Best-in-class service

that lets you do

what you need to,

whenever you want.

Transparent.

No hidden fees.

Everything we do, you

can see. Clear T&Cs.

Delivered by Wisers living our unique culture and values

This isn’t just a job, we’re a revolution.

We get it done.

Customers > team > ego.

No drama. Good karma.

See page 40

5Wise Annual Report and Accounts 2024

Making our customers’ lives

simpler through innovation

FTSE 100 over the same period of time. An initial period of

market-related underperformance in the value of Wise shortly

after listing has been recovered with two strong years of

performance (+71% in FY2024, +86% in FY2023 compared to

+4%and +6% for the FTSE 100).

At Wise, everything comes back to our central mission of

giving people a better way to move and manage their money

internationally. Doing so has required us to build a new network

ourselves, including 5 direct connections into domestic payment

systems, and to target investments in a way that aids our vision.

As you can see by our results for FY2024 and the increases over

the past 3 years, this approach is working. This can be seen

not only in continued growth in our customer base but also in

an increasing share of revenue coming from account-features

alongside our core transfer offering.

In an economic environment still defined by high inflation and

rising costs, customers value our clear mission and a vision

for how we aim to achieve it. They also like that we are open

and honest about our costs. As a business, we are committed

to delivering value for our customers and shareholders.

Thatwill never change.

Chair’s statement

It’s satisfying to know that

notonly do our customers

love what we are building, but

our business is also going

from strength to strength in

its thirdyear as a publicly

tradedcompany.

Wise has established itself as a global business by achieving

sustained, balanced and multi-faceted growth. We are scaling

to meet increasing demand for our products and to serve a vast

addressable market of people and businesses that want faster,

simpler and lower cost ways to manage their money globally.

The growth of the business has had a demonstrable impact on

our results as well. Since listing on the London Stock Exchange

3 years ago, volume has increased at a 30% annualised rate

(since 2021) with almost half of our customers now using the

Wise Account. More customers, volumes and account usage in

ahigher interest rate environment have driven a 41% increase

inunderlying income and 127% in reported profit before tax to

FY2024. Over this time, from listing to the end of FY2024, the

value of Wise was broadly in line with the appreciation of the

Strategic Report

Building on our strengths

Our long-term sustainable business model will continue to

create significant growth opportunities over the coming years.

This year, we delivered a strong performance that is consistent

with our long-term mission.

Through the investments in improving our products and

delivering excellent service, we’ve onboarded over a million

new customers in each quarter this year. Active customers

grew by 29% to 12.8 million, and cross-border volume grew

13% to £118.5 billion. This growth in customers and their use of

Wise for cross-border and account services in a higher interest

rate environment drove reported profit before tax to rise by

229% to £481.4 million, and our earnings per share (EPS)

increased by 197% to 34.2p.

By the end of FY2024, 48% of active personal customers were

using the Wise account along with 60% of businesses.

Thisgrowth is fuelled by our ongoing investment in product

development to enhance the user experience around the core

customer need of moving and managing money internationally.

Demonstrating effective governance

An important measure of good governance is the ability to

maintain stability and oversight while adapting to changes

inthe external environment or alterations in leadership.

Withregards to the Board, we did this successfully this year.

Youwill find more detail on our Board and governance

arrangements in the Governance Report on pages 82 to 119.

Maintaining effective leadership

Firstly, we welcomed our co-founder and CEO Kristo Käärmann

back following his sabbatical in 2023. I would like to thank Chief

Technology Officer, Harsh Sinha for the fantastic job he did

filling in for Kristo. I would also like to welcome to the company

our prospective new CFO, Emmanuel Thomassin, who is set to

join us in October 2024. Emmanuel has had a proven career

working with fast-growing companies to help them scale

globally. He guided his last employer, Delivery Hero, to an IPO

while building teams and an organization capable of fulfilling

all obligations of a listed company. Also at Delivery Hero, he

was the main management sponsor for shaping and deploying

fintech products across geographies. Emmanuel serves in the

Supervisory Board of several companies across industries where

he provides strategic guidance, oversight, and governance.

Emmanuel is excited to bring this experience of leading

companies on the path of sustainable, profitable growth to Wise

and to contribute to the journey to build the network for the

world’s money. In the meantime, I’d like to thank our Finance

Director Kingsley Kemish for standing in as CFO following

Matthew Brier’s departure and Matt for his dedicated work over

the past 8 years, helping Wise scale profitably and at speed.

Looking forward, the Board will continue to focus on supporting

the Leadership Team in delivering long-term sustainable value

inline with Wise's mission to build money without borders.

Maximising our impact

Another area of rapid change we are adapting to is evolving

regulation – particularly with regard to Environmental, Social

and Governance (ESG) matters. We aim to comply fully with

these changing regulations and leverage them as guiding

principles for our approach moving forward.

For a fast growing company with people based around the globe,

this isn’t always a straightforward task. For example, as a result

of our rapid growth, our carbon emissions for FY2024 are 80%

higher than our prior year’s disclosure. This increase is due to the

significant expansion of our business, as well as the mix of

suppliers that we partner with in our day to day operations.

Wewant to improve this by operating as consciously as possible

with respect to our carbon footprint especially in relation to travel

and the suppliers we engage with. Along with considering our

own business activities, we are also investing in carbon removal

projects around the world.

We have been committed to helping to achieve the UN’s SDG

10.c around reducing remittance fees since it was introduced.

Now, we are looking for ways to broaden the scope of our

support by working with a group that is often incredibly

vulnerable and often has a significant need for cross-border

payments: displaced people.

In the coming year we will be further refining our governance

structures to provide better oversight and support to our diverse

range of ESG efforts, from increasing climate competency at the

Board and management level to expanding our Social Impact

Committee to be more geographically representative and also

climate competent. We continue to build our ESG approach to

be transparent, principled and robust.

A culture of innovation and responsibility

Our ability to deliver products that our customers love and

find indispensable is built around a culture that empowers our

teams. By supporting and nurturing the expertise, diversity

and ambitions of our Wisers, we not only help them to build

rewarding long-term careers but provide more value for our

customers and stakeholders.

Solving customers' problems in new ways can also involve

entering new waters. We are often breaking new ground in

aneffort to help customers in new ways and create value.

With such innovation comes a responsibility to ensure that

while thinking creatively and executing at speed, Wisers are

doing so in a control environment that is well-governed from

the Board downward. The culture of Wise is purpose-driven

with Wisers understanding the need to balance the management

of risk with the value of speed and innovation in pursuit of the

mission of the business.

Delivering our long-term vision

We have made a lot of progress over the past few years, and

there is much more to do. We will continue to focus on investing

in our products and infrastructure to help even more people and

businesses.

It is important that we do this in a sustainable way. We are

committed to financial discipline and profitability so that both

our customers and our shareholders continue to benefit from

our growth.

As we close the book on another exceptional year for Wise,

Iwant to say a huge thank you from the Board to all of the Wisers

who have contributed to our progress this year. We also want to

express our gratitude to all customers and shareholders for their

continued support of our mission.

On behalf of the Board of Directors,

David Wells

Chair

13 June 2024

7Wise Annual Report and Accounts 2024

Investment case

Why Wise?

A vision for the future.

We are solving a

massiveproblem

In an increasingly global world, more and more

people and businesses need to send and receive

money internationally. But cross-border payments

are still expensive, slow and inefficient, with little

transparency around fees. As a result, there is

strong demand for a better and more honest way

tomove and manage money.

The market for cross-border transfers is £11 trillion

per year across people and SMBs, and growing

quickly. We have <1% of this large and continuously

expanding addressable market and continue to

increase our share every year.

Read more on page 36

62% of payments made instantly

in Q4 FY2024

>£1.8B fees saved for our customers

in FY2024

12.8m

active customers

29%

£118.5b

volume

13%

£13.3b

customers’ balances

24%

£1.17B

underlying income

31%

9Wise Annual Report and Accounts 2024

A better way

to move And

manage money

g l o b a l ly

Market overview10

Strategic Report

2021

2.4 8.5 11.3

13.8

2027E

4.3 10.4

Building a new network

for the world’s money

With people and businesses becoming more international,

theneed to move and manage money across locations

andcurrencies is growing. Driven by long-term trends,

including globalisation, increased international migration

andtechnological advances, the market for cross-border

payments is only expected to expand.

Banks continue to dominate the market, providing an

expensive, slow and inefficient service via outdated

infrastructure and networks of intermediaries. And with low

transparency on fees, there has been little pressure on them

to improve their service or infrastructure – until now.

We have spent the past 13 years building a replacement

infrastructure for correspondent banking to make moving

money across borders faster, cheaper, easier and more

transparent. We have made great progress towards our goal,

but there is still a long way to go until we achieve our vision.

We processed just 5% of consumer money transfers across

borders and just <1% of those made by businesses.

Still, we

are gaining momentum as our business grows and we are

excited about what the future holds.

The market is huge

and growing

The addressable market for cross-border payments

continues to grow at a steady rate.

Wise is well-positioned to capture an increasing

share of this market as we build our customer base

in existing markets and expand into new ones.

Global cross-border payments market

volume (GBP in trillions)

Personal Business/SMB Enterprise CAGR

+3%

Enterprise CAGR

+3%

Business/SMB CAGR

+10%

Personal CAGR

Competitive landscape

Over the past year, more digital banking platforms have

arrived across our markets, yet we believe the competitive

landscape stays much the same. Traditional banks remain

ourprimary competitors, with most of the cross-border

transactions originating from them.

Customers are looking for a higher level of service, faster

transactions and fairer prices. Digital-first money transfer

operators and remittance providers are putting pressure on

banks’ digital service models, but not all truly meet customer

expectations. As the competitive landscape is large, there

areopportunities for a range of traditional and challenger

operators to carve out niches.

The wider payments and banking market is also facing

pressure to provide more transparency for customers and

fairer rates. As a pioneer of this approach we welcome this

industry-wide evolution as it aligns with our mission of helping

everyone move and manage their money more easily.

More people are global

Total number of people living outside

of their country of birth

280m+

and growing

International movement promotes cross-border

payments and can remain robust regardless of the

economic cycle.

Source: Global Migration Data Portal.

Moving and managing money around the world has been slow

and expensive for too long. We are fixing that.

These include a broad set of use cases such as

remittances, e-commerce card payments, real estate

investments and tuition bills, cross-border payments

of salaries, suppliers, and payments for merchandise

and services from abroad.

1. Based off data from an Edgar, Dunn & Company (EDC)

report issued in 2022.

11Wise Annual Report and Accounts 2024

Our mission pillars

We’re building the best way to move and manage

the world’s money. Making it faster, cheaper, easier

and more transparent for people and businesses.

On a mission

Payment speeds (%)

<1hr % <24hr %Instant %

Customer contact rate (%)

Instant

The world becomes a richer place when

money moves quickly, whether it’s heading

to a business down the street or across

the globe. It should be as easy and quick

as sending an email. Our super-fast

network means 62% of all our transfers

arrive instantly as at Q4 FY2024 (i.e. in

less than 20 seconds) and we strive to

make that number 100%.

60%

81%

94%

100

FY2024

FY2023FY2022FY2021

Convenient

Money should work however and

wherever people need it. And with Wise,

it’s easy to do business, shop or stay

financially connected in over 160 countries

and 40+ currencies.

Q42024Q32024Q22024Q12024

7.2

% of customers that contact us

1. Average of the 4 quarters in FY2024.

Strategic Report

Fee comparison table on Wise.com

Average customer price (%)

Transparent

We’re upfront about what our customers

pay. No asterisks, small print or hidden

fees. It isn’t just about our customers

either. We are working to set a better

standard that pushes financial institutions

to be honest, creating true transparency

for everyone.

Lower costs

The money our customers move and keep

with us is theirs. We’ll never forget that.

It’swhy we keep our fees small and clear

and always look for ways to reduce them.

Q4FY21 Q4FY22 Q4FY24Q4FY23

0.0

0.2

0.4

0.6

0.8

1.0

0.67

13Wise Annual Report and Accounts 2024

Our infrastructure

powers everything

Our infrastructure

62% of payments delivered instantly

An infrastructure which outperforms traditional banks on

convenience, price, speed and transparency.

Traditional bank

Transfers take up to 5 business days

Opaque process and fees. Limited communication at each

node. Recipient receives a lower amount with added fees and

mark-ups. Recipient has limited visibility of the final amount.

Convenience

£200 sent from Wise customer account

Sender’s bank (domestic)

£200 sent

Price

Fee: £4.61

Exchange rate: 1.7197

‘Domestic’ correspondent bank

Speed

62%: <20secs

83%: <1hr 95%: <24hrs

International bank with correspondent relationship

Transparency

Receive in recipient's bank: S$336.01

Singapore domestic bank

Recipient’s bank

S$306.91

1. As at 31/05/2024 for the specified currency pair GBP to SGD.

2. Less than 20 seconds is how we define instant.

3. Rates and fees are an average of 4 traditional banks

taken in May 2024.

Paying your friend back after that new

years trip

Customer

Received in <20 seconds

Recipient

Exchange rate: 1.6604

Fee: £8.63

Mark-up: 3.27% (Mark-up fee £6.53)

Total fees: £15.16

Because each intermediary takes a cut,

the recipient might get a different amount

Strategic Report

It’s our infrastructure that enables us to make the world’s

money faster, cheaper, easier and more transparent.

Toachieve our mission, we have to solve some big

structural issues in the market:

• Truly international accounts don’t really exist

• Sending money across borders is slow, expensive

and hard to do

• Banks’ underlying technology is outdated and hasn’t

evolved in decades

We looked at this problem and decided we would

buildanew, better network for the world’s money.

We’rereplacing the legacy correspondent banking

system with a scalable alternative that directly connects

local payment systems around the world without the

need for intermediaries. There are a few things that

allowus to do this:

Direct connections and partnerships

We partner with over 90 local banks and payment

providers to get access to payment rails. We also connect

directly to 5 domestic payment systems after we added

Australia’s New Payments Platform (NPP) to the list in

FY2024. This allows us to process transfers end-to-end

using our own infrastructure for faster, safer and more

reliable transactions.

Licences

Regulatory licences provide us with legal authorisation

to operate in different countries and markets. Securing

licences for things like multi-currency accounts and cards

allows us to expand our service offerings beyond just

money transfers and meet the needs of a broader range

of customer needs globally. We currently have more than

65 licences and are always working to get more. This year,

we became one of the first international financial services

companies to be granted a Type 1 Funds Transfer Service

Provider licence in Japan. This allows us to process

transfers of up to 150 million JPY, better facilitating

business transactions in a country where cross-border

transactions are notoriously expensive.

Card issuance

Through our partnerships with Visa and Mastercard, we

have issued over 11 million cards to our Wise Account and

Wise Business customers around the world. As a result of

our world-first global cloud-based integration with Visa,

we are also able to issue cards in new countries faster with

some simple changes to our systems. This is instead of

the traditional way of doing completely new integrations

in each launch region.

These partnerships and technical set up also allow our

Wise Platform partners to be able to issue cards to their

own customers, using Wise’s infrastructure. This in turn

further expands the reach of our cards to more people

around the world.

Sophisticated use of machine learning and

AI models

We have invested in machine learning and artificial

intelligence (AI) in various parts of our infrastructure

over the last decade, including in fighting financial

crime,currency flow prediction, risk management to

name a few. We process over a million documents a

month with this technology and our single global view

ofalltransactions helps us continue to leverage this

technology to reduce handling time and costs. With

theevolving AI landscape we continue to invest more

inthisspace to automate manual processes and

provideabetter end-to-end customer experience.

Global treasury management system

Our proprietary system provides real-time foreign

exchange and liquidity positions, smart fund routing

andfinancial risk management. We have a global view

ofallcash flows and requirements throughout our entire

network, allowing us to make efficient liquidity decisions

and cycle our funds around the world to meet different

local payment system cut-off times and improve speed

across the network. We‘ve also built our own machine

learning algorithms to forecast our customers’ needs for

various currencies.

There’s always more to do

Our work to date means that we don’t need to rely on

the inefficient and outdated banking system which leaves

people and businesses facing higher fees and slower

service. We can deliver faster transactions for lower costs

and keep developing products that our customers love,

while ensuring scalability too. Our infrastructure is one

of our key assets and we are continually building new

partnerships, engaging with regulators, gaining new

licences and using our data to make it even better.

Wise explained

How our infrastructure works.

15Wise Annual Report and Accounts 2024

Our infrastructure continued

Strategic Report

Deeply integrated

Over 90

partnerships with banks

and payment partners

• Direct connection to 5

domestic payment rails

• Local payment processing

in 160+ countries

• Mastercard and Visa card

issuance partnerships

• Cloud-based connection

with Visa

24/7 support

Over

2,200

customer support agents split

byproduct and language

More than

280

payments operators

withlocalexpertise

Sophisticated

and scalable

800+

skilled engineers

across over 122

teamsshipping >120

releases per day

over 2.5

million

transactions per day

• Horizontally scalable

systembuild with over 750

cloud-based services

• Proprietary machine

learning approach to

fighting financial crime

Global

65+

licences across the world

Proactive engagement with

regulators globally

One way – we send money to

Two way – we send money to and from

A truly global infrastructure

What makes us unique

In Q4 FY2024, our infrastructure enabled over 62% of all Wise transactions

across the world to take place instantly (in under 20 seconds), and more

than 90% within 24 hours. It also means we are saving our customers

>£1.8 billion in FY2024 alone.

Q&A with Harsh

Sinha, Chief

TECHNICAL Officer

Q. What’s the key difference that sets Wise’s

infrastructure apart from the competition?

The key difference and our competitive advantage

isthe infrastructure we are building by connecting

directly to local payment systems across the world.

Where we don’t have the direct connections yet, we

have built a heavily redundant partner network of

over 90 partners that give us the ability to push for

lower prices and optimise payment routing based on

partner performance and speeds across the world.

The final bit is our global scale, where we operate

this network over 160 countries and service

customers 24/7. This includes also having regionally

focused compliance and operations teams that

understand local customers’ behaviours and

regulatory requirements.

Q. What do you see as the biggest steps forward

you made over the past year?

• Our direct connection into the Australian New

Payments Platform. This allows Wise to improve

our pricing and speed in and out of Australia

• The obtaining of our Type 1 Funds Transfer

Licence in Japan which means our customer’s

single transaction limits were increased to

150 million JPY

• We also launched our Correspondent Services

product which allows Wise Platform partners,

likelarge banks, to integrate easily with the Wise

network with a few configuration changes to

addWise as a correspondent using Swift

Q. What do you think is the most important focus

area for the year ahead?

Continuing our progress to integrate directly with

more local payment systems. When we do this, we

are able to offer faster and cheaper transfers for

ourcustomers which is core to the success of

ourmission.

Responding and adapting

to new challenges

We’re committed to ensuring the best for our customers and

this also extends to keeping them and their data safe online.

We continue to invest in all aspects of data protection and

privacy, as well as ensuring we have the infrastructure and

processes to be able to comply with all of our regulatory

obligations around the world. That’s because threats in this

area can cause immense harm to our customers and our own

reputation. See page 62 in the Strategic Report for more

detail on our approach to risk and how we look to keep our

customers safe.

As this is so important to both Wise and our customers, we’re

constantly monitoring the rapidly evolving regulatory landscape

– alongside emerging threats – to ensure we’re always up to

date across all the jurisdictions where we operate.

We recognise though that there can be challenges along

the way, and an example of this was the Office of Financial

Sanctions Implementation (OFSI) breach that was made

public in August 2023. We identified and self-reported a

£250ATM withdrawal in June 2022 that had been made by

an employee of a business owned by a sanctions-designated

individual. Our system caught the transaction early, and we

took immediate steps to implement changes needed to avoid

this type of transaction moving forward.

This event might have involved a comparatively small amount

of money, but we took it very seriously – it was a matter of

trust, and we’re utterly committed to ensuring that all our

day-to-day operations comply with all regulatory requirements.

Incremental development

We also continued to level up our infrastructure during the

year as we focused on improving what is already a very

strong global offering.

One new relationships we forged in FY2024 was with Swift,

which is supporting an innovative new correspondent

services solution.

We talk more about the development of our products further

in the report.

17Wise Annual Report and Accounts 2024

Our products

the wise

account

Why our customers love the account

Strategic Report

What is it about the Wise Account that customers love the most?

Customers love the transparency, low cost, speed and ease of our Wise

Account. It is the one account for customers to hold, grow, send, spend

and receive like a local while leading international lives.

Our customers in the UK and Europe value being able to hold their funds in

safe, government-backed assets through Wise Assets ‘Interest’ and earn

transparent, industry-leading returns in EUR, GBP and USD – all with instant

access on their funds at any time.

What developments during the year have done most to increase value for

customers? Over the past year, we have made it easier for new customers

to onboard to the Wise Account and add money in a single step. For example,

with Wisetag, customers now have a quick and simple way to send, request

and receive money from other Wise customers.

How big a role is Wise’s interest income playing in attracting new

customers to the Wise Account? We always think about how we use

customers’ money to make a better product for them. With interest rates

going up, we launched products so our customers could earn a return on

the money they hold with us. To date, we have over £13 billion of customer

balances at Wise – and that earned £485 million in interest for which we

returned around £125 million through our cash back and US interest products

to our customers. We don’t view interest as a standalone product and we

want to return as much as possible to customers in line with our framework,

especially in the current high interest rate environment.

How many new Wise Account customers did you acquire during the year?

In FY2024, over 3 million customers joined us to send, spend, get paid and

save money with Wise.

62%

of transfers made

are instant

+13%

Cross-border volume

+29%

Active customer growth

Net Promoter Score

(NPS)

The Wise Account

is our product

for people.

Our global solution for

managing cross-border

financial needs, the Wise

Account, is increasingly popular

with people who want to send,

spend and get paid with more

speed, transparency and

convenience. With over

12 million active customers

across the world, the Wise

Account makes up around half

of cross-border volume. Nearly

half of our customers also use

multiple features, while a

fast-growing proportion see it

as their primary account.

Today, we hold over £7.9 billion

in customer deposits in the

Wise Account.

More streamlined process

Adding money to Wise

accounts has been streamlined,

cutting the number of steps

required in half. Payment

methods are saved for quicker

transactions in the future.

We launched Wisetag

A quick and easy way for

personal customers to send,

request and receive money

to and from other Wise users.

Direct sending of funds ‘jar’

Funds set aside in a ‘jar’ can

now be sent directly without

needing to withdraw them

first to your balance, and the

amount on repeat transfers

can be edited easily.

In-app card order

amendments

Customers can now amend

card orders within the app,

including changing the delivery

address or opting for express

delivery, even after the card

has been shipped.

Boosting USD balances

Customers in Germany,

Norway, Sweden and Hungary

can now boost their USD, EUR

and GBP balances through our

Wise Assets Interest product.

Returns are generated through

investments in low-risk funds

comprising government-

backed assets.

Improved accessibility

The Wise Account interface

now supports Simplified

Chinese, making it more

accessible to Chinese-

speaking users.

new

features

Q&A

with Nilan Peiris,

Chief Product Officer

Wise Annual Report and Accounts 2024 19

Our products continued20

Strategic Report

Bridging borders

Since moving abroad in 2016, Daniel has

regularly transferred money between

Brazil,Italy and the UK to support himself

andhis family.

Traditional money transfer services left him

frustrated with delays, hidden fees and

limitedaccessibility.

Before Daniel discovered Wise, weekends

wereoften spent waiting for transfers to clear.

“Iused Western Union and MoneyGram,”

Daniel explains, “but waiting 24 hours to

access funds from accredited outlets was

sostressful. And during holidays, it was

impossible to transfer money.” He also

struggled with the high fees when

withdrawing directly from his account.

Building a lifeline

Discovering Wise changed everything.

Itmarked a significant turning point, allowing

Daniel to instantly transfer money from his

parents in Brazil to the UK whenever he needed

extra funds to help with living expenses and,

more recently, medical treatment.

The Wise mobile app adds another layer of

convenience and security. “It is not just a tool

– it’s a lifeline,” says Daniel. “It goes beyond

saving me time and money. Wise gives me

much-needed peace of mind, knowing that

my transfers are safe and secure.”

“I use Apple Pay with the app,

and the transactions are so

quick. Sometimes the app

says the transfer will take

acouple of hours, but then

Iget a notification that the

money’s already available

– Wise even surprises itself!”

Wise has become essential to Daniel’s life,

allowing him to stay connected to his family

financially and reducing the hassle of

international money transfers. As a loyal

customer, he recommends it to everyone in

his network, and he’s excited about the future.

“Wise continues to evolve, and I can’t wait to

see what will benefit customers like me next.”

Daniel

Customer for >7 years

what our

customers

think

Wise Annual Report and Accounts 2024 21

wise

business

Delivering value to businesses

Our products continued22

Strategic Report

Q&A

with Surendra Chaplot,

Product Lead

Q. How does Wise

Business help companies?

We help businesses grow

internationally by offering a

cost-effective, secure and

simple way to manage money

globally, as well as hold and

grow their money in our

international account.

In the past year, we made it

easier to receive money in 9+

currencies with Wise Invoicing.

This simple tool allows

businesses to generate and

track invoices, and get paid

via local bank transfers,

Swiftand cards.

Businesses in the UK and

Europe can now also hold their

money in GBP, EUR and USD

in government-backed assets.

Our Wise account helps

customers keep their money

safe and earn transparent

industry-leading returns while

having complete access over

their funds to send and

spendanytime.

Finally, businesses can now

batch approve all transfers in

one go – allowing them to pay

their employees or suppliers

at high speed with high

security. All of these changes

continue to help businesses

operate like locals, no matter

which country they are in.

£9t+

moved cross currency

annually by SMBs

<1%

SMB market share

1. Based off data from an Edgar,

Dunn & Company (EDC)

issuedin 2022.

Our Wise Business account helps small and

medium-sized businesses across the world

focus on what matters most to them: growth.

An increasing share of our 625,000+ business customers – and the 20,000

businesses that join them every month – trust Wise with their day-to-day

finances. Over £5.4 billion of business deposits are held at Wise, with our

customers using our app to manage their funds, receive payments and

make payments to employees and suppliers. Our business customers

sentor spent a total of £2.6 billion every month in FY2024, growing

ourbusiness cross-border volumes by 12%.

We were pleased to reopen Wise Business onboarding for new customers

in 13 European countries after pausing our services in 2023 until we could

scale customer support to the right level. Now, customers can open a Wise

Business account with auto-verification for new businesses, cutting

account set-up times.

improving

wise

business

Launchpad

A new service designed to help

more customers use additional

product features and get the

most out of our products.

Batch payments

Batch payments now make

iteasy to fix any errors when

creating and sending multiple

payments in one go to

customers, employees,

freelancers, suppliers and

investors across the world.

Wise Business card

The ability for business owners

and managers to assign team

members the role of employee,

so they can spend with the

Wise Business card.

Business account overview

Easier ways for authorised

administrators to see, find and

manage all cards linked to the

business in a single overview.

Number of active

customers in

FY2024

625k

20%

YoY

30k+

businesses trust

Wiseto pay out

Amazonearnings

Wise Annual Report and Accounts 2024 23

Our products continued24

Strategic Report

what

businesses

think

How a pet project is going

global with Wise Business

Danish entrepreneur Simon Treulle was in

hisearly 20s when he saw the opportunity

toexpress his love for animals while building

ahighly successful and profitable global

e-commerce business for pet-owners.

Today, Singapore-based Pangolia operates

various sub-brands including cat-furniture

business Hepper, and the Excited Cats and

PangoVet information hubs.

Each of Simon’s businesses use Wise

Business for their payments.

As Simon says,

“I chose Wise because it’s

very easy to use, we save

money and it’s perfect for

paying a remote team.”

A better option than the

‘traditional’ approach

Going with Wise Business was an easy

decision for him, having initially experienced

the high fees and slow, bulky user experience

of a traditional bank’s approach to personal

finance shortly after his move abroad. After

shifting his personal banking to Wise, it was

anatural step to choose Wise Business too.

And it’s proven to be the right move.

“Wework closely with suppliers to ensure our

products meet our high standards,” he says.

“Wise plays a significant role in facilitating

these transactions.”

He highlights a particular feature that he

loves– the batch payments tool – which

enables him to pay all 110 remote team

members in a mix of currencies, including

USD, Philippines Pesos and Mexican Pesos,

by uploading just one spreadsheet.

Thanks to this, Pangolia has saved an estimated

$70,000 on sending money abroad in just one

year. And that’s even before considering the

company’s use of Wise debit cards, where

pre-set approvals and spending limits are

saving the team valuable time – and therefore

money too.

Simon

Customer for >4 years

Wise Annual Report and Accounts 2024 25

wise

platform

Forging strong partnerships

Our products continued26

Strategic Report

Empowering partners to

build global payment

solutions

Wise Platform is our market-

leading global payment

infrastructure for banks,

financial institutions and

enterprises around the world.

Wise Platform provides these

organisations with the

capabilities, technology

andnetwork to enable fast,

secureand cost-effective

international payments for

their customers directly within

their own platforms.

Our network is supported

by 5 direct connections,

65+licences and 90+ banking

partners with customers being

able to access 40+ currencies

across 160+ countries.

That’s why some of the world’s

most recognised brands,

including Google Pay, Monzo,

Nubank, Bank Mandiri, Brex and

Ramp are choosing us to power

their international payments.

With one simple integration,

these organisations can

leverage our unique

infrastructure to offer their

customers the speed,

efficiency and transparency

ofWise without the need to

rebuild their own systems.

Anintegration with Wise

Platform can be up and running

quickly and seamlessly, with

many of our partnerships

ready to launch within weeks.

This year, we continued our

progress towards becoming

the chosen FX partner for

banks and enterprises

everywhere. In addition to

launching our Correspondent

Services solution (more on that

in the Q&A), we expanded our

footprint around the globe, with

the launch of our partnerships

with Bank Mandiri in Indonesia

and Nubank in Brazil, as well as

an expansion of our integration

with N26 in Europe.

Q. How is Wise Platform’s collaboration with Swift making a difference

tocustomers? We announced our collaboration with Swift in September

2023 to increase the options banks and financial institutions have when

making cross-border payments. We help these organisations leverage

thefast, secure and reliable global infrastructure Wise Platform provides,

without needing to undertake a large technical project.

We do this by streamlining how these financial institutions connect to

WisePlatform – using the Swift-based rails and messaging they’re

alreadyconnected to. This is helping banks all over the world meet

increasing customer demand for faster, lower-cost and more transparent

international payments.

Correspondent Services was launched at Sibos 2023, with Kristo Käärmann,

Wise CEO, appearing on stage with Javier Pérez-Tasso, CEO of Swift,

todiscuss leadership in international payments.

Wise and Swift also share mutual goals that are directly aligned with both

G20 and UN Sustainable Development Goals on the speed, transparency,

cost and access of cross-border transactions.

Q. What sets Wise Platform apart? The quality of our infrastructure. It’s fast,

reliable, proven and operating at scale. We have a team of over 5,500 people

building it, and today more than £118 billion moves through it annually.

And now we’re able to leverage our payments expertise, strength and

speed of our network to offer banks, fintechs and global enterprises the

opportunity to embed a world-class payments experience within their own

apps and platforms. Not only does an integration with Wise Platform

significantly cut the capital expenditure and time required to modernise

cross-border payments infrastructure but it also drives customer loyalty

and retention in a world of growing consumer choice.

Partners from

different countries

added in FY2024

We help our partners

send to and receive

from over

160

countries

new partners

this year

85+

Platform

partners

Q&A

with Steve Naudé,

Managing Director of Wise

Platform

Wise Annual Report and Accounts 2024 27

Our products continued28

Strategic Report

what our

partners

think

Connecting people across borders with

Bank Mandiri, the largest bank in Indonesia

with 35 million customers

In early 2023, Wise Platform partnered with

Bank Mandiri, Indonesia’s largest bank by assets

with 35 million corporate and retail customers,

to offer Indonesians access to quick, low-cost

and transparent international transfers.

Through its Livin’ mobile app that is used

by 23 million customers, Bank Mandiri offers

customers a fast and easy way to save and

spend money. But with growing competition, the

Indonesian bank realised it had to find a smarter

and faster way to help its users transfer money

around the world.

“We found that customers were looking for

us to provide remittance services”, explained

Rolland Setiawan, VP of Micro Funding &

Remittance Services at Bank Mandiri. “But we

also found they didn’t just want a remittance

service – they wanted quick, secure, easy and

affordable transfers too”.

Bank Mandiri found the answer in Wise Platform:

a solution that could be easily integrated into

its existing app and infrastructure.

Saving time. And money.

Wise Platform’s easy-to-integrate API

hashelped Bank Mandiri put a seamless

cross-border remittance service in place

fortheir customers quickly. And the results

speak volumes.

Backed by Wise’s industry-leading currency

transfer service, since the start of our

partnership the Livin’ app has seen a 20%

increase in monthly transaction frequencies

and 24% growth in registered users.

Transaction speeds are also up, with 66.4%

of all remittance transactions through the

Transfer Valas feature in the Livin’ app

being completed within seconds.

“But it’s not just the speed of the currency

transfers we offer that has proven to be

popular with the bank’s customers”, Rolland

explained. “Price and convenience are also

top-of-mind values among our customers.

As more customers continue to transact and

manage money internationally, it’s critical for

banks like us to unlock informed choices for

customers and be upfront about how much

customers are paying with no small print.

Now,thanks to the Wise Platform integration,

when our customers use the Livin’ mobile app to

make overseas payments, they take advantage

of Wise’s competitive mid-market rates and

transparent fees. They can see exactly how

much will be sent to the beneficiary and what

they’re paying for the transfer.”

Bank Mandiri

Partner for >1 year

Wise Annual Report and Accounts 2024 29

Chief Executive Officer’s statement

Scaling up to

deliver our vision

At Wise, we’re solving a massive problem for people and

businesses. It is estimated that people around the world

move£2 trillion worth of money across borders each year,

while businesses move an additional £9 trillion.

Most of this money moves on a slow, expensive, inconvenient

and opaque legacy financial system. We’re fundamentally

changing this. Making it faster and easier to move money

around the world, at a much lower and more transparent

price. We’ve done this by building an alternative infrastructure

and network for cross-border transactions.

In 2011, we started by building the infrastructure needed to

send money from one country to another. Guided by our

customers’ feedback, we’ve built more products they need

and love. Today, with their Wise accounts, people and

businesses can send, spend and hold money in over

We’re building the best way to

move and manage the world’s

money, making Wise

increasingly useful and

valuable to people and

businesses globally

40currencies, receive money using domestic account details,

and use a debit card to spend like a local. And via Wise

Platform, we’re also able to offer people and businesses

thissame Wise experience through their local bank.

This customer-led approach is driving our growth. 12.8m

customers used Wise to move money across borders in

FY2024, 29% more than last year. Driven by customer

growth, account adoption, and higher interest rates, we

haveseen underlying income grow by a CAGR of 41%

andunderlying profit before tax by a CAGR of 83% over

thelast three years.

We continue to grow quickly but sustainably. We remain

well-controlled; reinvesting and generating a growing level

ofprofitability.

Infrastructure that sets us apart

Our products and services are powered by our unique and

increasingly powerful infrastructure as a replacement to the

traditional correspondent system. We do this by connecting

directly to local payment systems, and working with 90+

banking and payment partners around the world to ensure

our service is effective and always available.

This network is connected in real time through our proprietary

technology and global operations, as we operate under our

65+ regulatory licences around the world. We moved over

£118bn across borders through this network last year.

Strategic Report

We continue to invest in the network. This year we completed

our integration with the New Payments Platform in Australia

– meaning we are now directly connected to a total of 5

domestic payment systems globally.

We also continue to deepen our global licensing footprint.

This year we completed a rigorous multi-year process to

obtain a Type 1 Funds Transfer Service Provider licence in

Japan. We are one of the first international financial services

companies operating in the country to be granted this kind of

licence, removing the 1 million yen limit on individual transfers

we were subject to under the previous licence.

Operationally, we serve our customers at speed, with

greatest convenience and, critically, with controls in place to

protect both them and us from financial crime. This includes

the design of our products, the checks completed when

onboarding new customers and the continuous real-time

monitoring of all transactions using machine learning to

support the team.

The components of our infrastructure combine to enable a

service which is reliable, fast (with more than 62% of

transfers completed instantly in Q4 FY2024), and low cost

(atan average price of 0.67% in FY2024).

Delivering products and features our

customers love

We serve our customers with cross-border transfers and

other services through three products: the Wise Account

forpersonal customers, Wise Business for small and

medium-sized businesses and Wise Platform for banks

andother enterprises.

In FY2024 we continued to expand our products’ availability.

This includes launching a service for expats in China to send

money home, removing charges for holding balances in

Australia, enabling businesses in Brazil to receive up to

10,000 USD from Wise customers and increasing limits on

transfers to Indonesia to 2 billion IDR.

We rolled out Wise Assets ‘Interest’ into 5 European countries

in FY2024, allowing more customers to earn an interest-like

return on their euro (EUR) and sterling (GBP) balances via

investments in low-risk funds backed by government assets.

Wise Assets ‘Stocks’ launched in 11 European countries,

letting customers hold their balances as ownership in the

world’s largest public companies.

We continued to increase functionality too. With the launch of

WiseTag (a unique link or QR code) customers can now easily

receive or request money from other Wise users without

needing a mobile number or account details. We took it a

stepfurther for business customers, who got access to

WiseInvoicing which makes it easier for businesses to

receive money in more than 9 currencies.

Wise Platform enables banks, other financial institutions and

enterprises to bring the benefits of the Wise infrastructure to

their customers conveniently through their own existing apps

and accounts. In FY2024 Wise Platform continued to grow

cross-border volumes in line with the rest of the business as

we added more partners including Mox, Agoda, and

Webexpenses, bringing the total to more than 85. We began

to expand the features we provide to Platform partners too,

for example providing Wise-issued cards to Tiger Brokers

customers in Singapore and Parpera’s in Australia.

Championing price transparency

Recent regulatory changes in the EU and warnings from the

USconsumer protection body, the Consumer Financial

Protection Bureau (CFPB) to operators in the US are a big

stepforward towards bringing price transparency to life

forconsumers and businesses around the world. These

changes are recognition of the value that clear and honest

communication has for customers.

We believe that transparency should be non-negotiable.

Peopleand businesses should be clearly told upfront what a

service is going to cost them so they can make a well-informed

decision, rather than being tricked by ‘fee-free’ marketing or

inflated exchange rates to disguise the real fees. That’s why

wealways show customers a clear breakdown of what they

willpay with Wise and why we have a fee comparison table

onour homepage.

It’s good to see more policymakers agree with us. We expect

price transparency to become a basic expectation over time

from customers and regulators. Over that time we will continue

to build a great, transparent service for customers, available at

the lowest cost.

Investment in growth is paying off

Investing in our growth is continuous and over the last 3 years

to FY2024 we’ve been able to demonstrate the value of these

investments with active customers growing by a 29% CAGR,

cross-border volumes by 30% CAGR to £118.5 billion, and

customer balances rose by a 53% CAGR to £13.3 billion.

The growing level of adoption, a growing customer base,

andhigher central bank rates were the drivers behind a 31%

growthin underlying income to £1,172.7 million in FY2024

overFY2023.

After spending what is required to provide our services,

wereinvest back into the growth of the business through

marketing, better service, more products and infrastructure,

and lower prices. All of which contributes to customer

growthover time.

After accounting for these costs and reinvestments, we

generated £241.8 million pounds of underlying profit before tax

in FY2024. This represented a 226% increase over FY2023 and

an underlying PBT margin of 21% in FY2024. Reported profit

before tax increased significantly to £481.4 million and basic

earnings per share to 34.2 pence, an increase of more than x3

over FY2023 for each.

Read Kingsley’s CFO review on page 36 for more details of our

financial performance.

Onwards

I’m really pleased that we were able to help 12.8 million

customers move money across borders in FY2024, but that

equates to less than 5% of the people who have such a need

and less than 1% of businesses.

We have come a long way

from our first customer and already shifted people’s

expectations to money without borders, but we’re still in the

beginning of our mission. We will keep focusing on the things

that make our customers evangelical about Wise, we’ll continue

to scale a company which creates massive value for customers

and owners alike over the long-term. The best is yet to come.

Kristo Käärmann

Co-founder and CEO

13 June 2024

1. Based off data from an Edgar, Dunn & Company (EDC)

report issued in 2022.

31Wise Annual Report and Accounts 2024

We'rebuilding the best

way to move and manage

the world's money

Business model

Our products

• Make it easier for international people and

businesses to move and manage money

• Serve individuals and small- and medium-sized

businesses (SMBs) through our Wise Account and

Wise Business products, and also through our

Wise Platform partnerships

Our infrastructure

• A sophisticated, scalable system

• An extensive network of partners anddirect

integrations

• A portfolio of licences and regulatory relationships

• Highly capable operations team

• Global, single, real-time treasury

managementsystem

Our people

• Over 5,500 Wisers all over the world are

motivated by our mission

• Diversity, equity and inclusion is central to

ourpeople strategy

How we invest

to create value

To build

money

without

borders

Offer better

products

that

customers

love and

recommend

Our resources power

our growth

Strategic Report

Customers

12.8m

people and businesses actively

using Wise during the year

C.£1.8b

saved by customers using Wise

compared with traditional banks

Owners

34.20p

earnings per share, a 197%

increase on FY2023

Wisers

top 25%

of the tech company benchmark

when Wisers asked if they

wouldrecommend Wise as a

place to work

customers

Invest in

product and

engineering

Invest in

marketing

Invest in our

teams and

operations

Increased

income and

gross profit

Value for

owners

Value created

for stakeholders

1. Based on a survey undertaken in Q4 FY2024

that is benchmarked against technology

companies that use Peakon.

33Wise Annual Report and Accounts 2024

Another year of

outstanding performance

Key performance indicators

Underlying income*

£1,172.7m

Cross take rate

0.67%

Underlying income increased by 31% to £1,1172.7 million in

FY2024, driven by the growth in multi-feature customers and

overall volumes.

We saw revenue increase to £1,052.0 million, a rise of 24%,

supported by a 2 basis points increase in the ‘cross take rate’

driven by the growth in customers and volume.

Gross profit

£1,092.4m

Underlying profit before tax (and margin %)*

£241.8m (20.6%)

Gross profit increased 71% YoY to £1,092.4 million in FY2024

from £638.2 million in FY2023. This was a result of both our

increased revenues as well as control over our cost of sales

through improved processes and controls around areas such

as FX and customer chargebacks.

Our underlying profit before tax has increased 225%, with the

margin increasing from 8.3% to 20.6%. This is due to the

combination of both increased revenue and interest, as well

as efficient cost management.

Profit before tax

£481.4M

Earnings per share

34.20p

Profit before tax increased significantly to £481.4 million, an

increase of 229%, as we maintained our disciplined approach

to expense management while the business grew strongly.

Our earnings per share increased by 197% to 34.20 pence.

1,172.7

892.0

553.2

419.6

2024

2023

2022

2021

1,092.4

638.2

369.1

260.5

2024

2023

2022

2021

481.4

146.5

43.9

41.1

2024

2023

2022

2021

0.67

0.65

0.63

0.70

2024

2023

2022

2021

241.8 (20.6%)

74.3 (8.3%)

40.0 (7.2%)

39.2 (9.4%)

2024

2023

2022

2021

34.20

11.07

3.40

3.31

2024

2023

2022

2021

Strategic Report

Active customers

c.12.8m

Our number of active customers grew 29%, from c.10.0 million

to 12.8 million, with 5.4 million new customers joining during

the year. Active personal customers grew 29% to 12.2 million,

while active business customers increased by 20% to

0.63 million.

Volume per customer

£9.2K

While overall volumes grew by 13%, the average volume

percustomer reduced by 12% to £9,232 over the year.

Thesuccess of the Wise Account has led to many customers

using the card-only for their cross border needs and this

typically has a lower level of volume per customer, reducing

the average year on year. See the CFO report on page 36 for

further detail on what is driving this change.

Cross-border volume

£118.5b

Cross-border volume increased by 13% to £118.5 billion, with

personal volumes growing by 14% to £87.2 billion and

business volumes increasing by 12% to £31.3 billion.

12.8

10.0

7.4

6.0

2024

2023

2022

2021

9.2

10.5

10.3

9.1

2024

2023

2022

2021

118.5

104.5

76.4

54.4

2024

2023

2022

2021

35Wise Annual Report and Accounts 2024

Interim Chief Financial Officer’s review

Customer-led investment

and growth

Basis of presentation

For FY2024, we made the decision to change the way we

present our financial information. As part of our commitment

to transparency in everything we do, we believe these

changes will provide a better representation of our underlying

financial performance, as well as a clearer presentation of

Wise’s core business performance and longer term

growthtrajectory.

This change of reporting consists of:

• A presentation of and focus on “underlying” financial

performance, which excludes net interest income above

the first 1% gross interest yield

• The lead earnings metric in our reporting will be “underlying

profit before tax”. To date the lead earnings metric has

been “Adjusted EBITDA”

• From underlying profit before tax, we will then report the

adjustment needed to reconcile to our reported profit

before tax. This consists of:

• Interest income above the first 1% yield; less

• Benefits paid relating to customer balances

We’re serving more people

and businesses with more

products and features,

makingWise increasingly

valuable for all.

FY2024 was another year of strong customer-led growth and

progress for Wise. We continued investing in building the

products and features that customers need to move and

manage their money around the world. This is working.

Over12.8 million customers used Wise for cross-border

transactions in FY2024 and a growing number of customers

are using us for much more. This has resulted in higher levels

of profitability and growth across a broad base of

geographies, customers and products.

Strategic Report

Underlying profit before tax

As disclosed in our RNS in May, we have made a change in

the presentation of our financial information to provide a

clearer presentation of Wise’s core business performance and

longer-term growth trajectory. The condensed table below

summarises this change for FY2024 and for a detailed

description and reconciliation you can refer to our Alternative

Performance Measures (APMs) on page 165.

2024 2023

Revenue 1,052.0 846.1

Interest expense on customer balances – (3.7)

Underlying interest income (first 1% yield) 120.7 49.6

Underlying income 1,172.7 892.0

Cost of sales (307.4) (308.2)

Net credit losses on financial assets (12.5) (17.8)

Underlying gross profit 852.8 566.0

Net expenses and other income (590.5) (481.0)

Underlying operating profit 262.3 85.0

Finance expense (20.6) (10.7)

Underlying profit before tax 241.7 74.3

Interest income above the first 1% yield 364.5 90.6

Benefits paid relating to

customer balances (124.9) (18.4)

Profit before tax 481.3 146.5

More customers, more growth

In FY2024 active customers grew by 29% to 12.8 million,

with5.4 million new customers joining Wise and completing

their first cross-border transaction. This growth in customers

drove a 13% growth in cross-border volumes to £118.5 billion

(16% growth on a constant currency basis), with double-digit

growth across all five of our geographical segments (Europe,

United Kingdom, North America, Asia Pacific, and the rest of

the world).

Active Personal customers grew 29% to 12.2 million, with

Personal volumes growing by 14% to £87.2 billion. At the end

of FY2024, with an adoption rate of 48%, almost half of all

Personal customers are now using the Wise Account.

The roll-out and popularity of the Wise Account is driving

strong growth in the smaller (<£10k per quarter) Personal

volume per customer (VPC) segment. In particular, when a

Wise Account customer only uses their card for cross-border

activity in a quarter (‘card-only’, as opposed to completing

transfers), they typically have a cross-border VPC of £500

to£1,000, and the proportion of these ‘card-only’ customers

in a given quarter is growing fast.

In Q1 FY2021 the proportion of active personal customers

who were ‘card-only’ in this way was c.3%, compared to our

most recent quarter, Q4 FY2024, when this had risen to 17%.

The Personal segment VPC in Q4 FY2024 was c£3,000,

which was down 11% compared to Q4 FY2023. Excluding

these fast growing, lower-VPC ‘card-only’ customers,

Personal VPC would be c.15% higher than reported in Q4

FY2024 and would have decreased by c.6% compared to Q4

FY2023. Approximately half of this reduction is explained by

translation into GBP and the other half mainly by the slower

pace of growth among higher VPC customers (e.g. >£10k per

quarter) since interest rates began to rise.

Active Business customers increased by 20% to 0.63 million,

with 60% having adopted the account and with Business

volumes increasing by 12% to £31.3 billion. The onboarding of

new business customers in the second half of FY2024 was

slower compared to the first half as we temporarily paused

onboarding in the UK and EU due to operational capacity

constraints at a time of high demand. We re-opened on a

phased basis across countries, with some initially applying

refined criteria to prioritise higher quality applications.

Entering FY2025, we had resumed business customer

onboarding across all major markets.

In total, cross-border revenue grew by 17% to £795.2m,

driven by the growth in customers and volumes in addition

toa 2bps higher cross take rate of 0.67%.

Rising adoption of the account resulted in ‘Card and other

revenue’ growing by 54% to £256.8m. Underlying interest

income rose by 2.4x to £120.7m, due to a 24% growth in

customer balances to £13.3 billion combined with higher

interest income yields as rates began to rise mid-way

throughFY2023.

Underlying income, which consists of cross-border revenue,

card and other revenue, and underlying interest income,

increased 31% to £1,172.7 million (Revenue £1,052.0 million,

up 24% over FY2023). This includes Personal and Business

segments growing 30% and 37% respectively. When we look

at our different regions, we see all regions growing at pace.

The appeal of the Wise Account has driven customer growth

and the value of these customers is noticeable. Within a

quarter, Personal Wise account customers generate on

average c.25% more underlying income than Personal

customers who only complete cross-border transfers.

ForWise Business account customers it’s even higher at

c.100%. Account customers tend to be more active over

timewith longer lives too.

Underlying gross profit grew 51%,

creating capacity to reinvest back

intogrowth

Cost of sales and net credit losses reduced by 2% to

£319.9 million in FY2024. The implementation of enhanced

controls reduced the levels of account-related costs such as

chargebacks and overdrawn balances. We also continue to

refine our management of FX costs which, especially in a

period of low FX volatility, resulted in significantly lower costs

in FY2024. Product losses and FX costs vary over time and

we consider a year-on-year reduction in absolute terms as

anexception that is unlikely to be repeated given the growth

of the business.

Rapid underlying income growth of 31% and falling cost of

sales combined to drive underlying gross profit up 51% in

FY2024 to £852.8 million. This represents an underlying

gross profit margin of 73%, significantly higher than the 63%

in FY2023. Reported Gross profit was £1,092.4 million, an

increase of £454.2 million (71%) on FY2023.

Gross profit provides us with the capacity to cover our

operating expenses, invest in building a better experience for

our customers and deliver our target underlying profit margin.

Through reinvestment, we deepen our competitive advantage

with infrastructure and products that continually improve,

attracting more and more customers which leads to more

gross profit to reinvest, and so the cycle continues.

37Wise Annual Report and Accounts 2024

We remain highly profitable and well

capitalised

In FY2024 we generated an underlying profit before tax of

£241.8 million, a 226% increase over FY2023 with a margin

that was high at 21%.

To then arrive at our reported IFRS profit before tax, our

‘interest income above the first 1% yield’ of £364.5 million,

less the value of ‘benefits paid relating to customer balances’

of £124.9 million, is added to the underlying profit before tax.

As per our interest income framework, of this £364.5 million

of interest income, it is intended for 20% (£72.9 million) to

beretained while aiming to return the remaining 80%

(£291.6 million in FY2024) to customers. We partly achieved

this with £124.9 million being paid to customers in the year,

leaving £166.7 million being incidentally retained, the majority

of which relates to the UK where we are currently unable

topay interest to Wise Account holders under the terms

ofourlicence.

Reported profit before tax increased significantly to

£481.4 million and earnings per share to 34.2 pence, a 2x

increase over FY2023 for each.

As at 31 March 2024, we held £14.5 billion of cash and highly

liquid investment grade assets, up 26% from £11.5 billion at

the end of FY2023. This includes assets in respect of the

£13.3 billion of customer balances. It also includes £1.1 billion

of our ‘own cash’ (£0.7 billion at the end of FY2023), with the

increase driven by the £486.6 million of reported free cash

flow generated by the business (see definition in appendix).

On this basis, our reported free cash flow conversion rate for

FY2024 was 101% of reported profit before tax (107% in

FY2023, based on comparison to reported profit before tax,

rather than Adjusted EBITDA as previously).

We are well capitalised for the future and as at 31 March

2024, our Group eligible capital was £870.4 million, including

the now audited FY2024 profits, significantly above our

minimum regulatory capital requirements.

Our capital position, built through sustained profitability,

enabled us to initiate a programme in FY2023 to reduce the

dilutive impact on share count that arises through stock

based compensation. £10 million of our capital was used in

FY2023 by our Employee Benefit Trust to fund such share

purchases and this rose to £69.9 million in FY2024, covering

the impact of new grants issued during the year. We intend to

continue this programme into FY2025, purchasing shares to

cover new grants at a broadly similar level to FY2024.

Interim Chief Financial Officer’s review continued

Striving to reduce prices sustainably over time is an important

form of investment for Wise. In recent years we have seen

more price increases than decreases as we’ve needed to

cover growing investments in our operational capabilities

andhave seen certain other costs fluctuate, such as FX and

product losses. Entering FY2025 we were pleased to reduce

cross-border prices by over 2 basis points, sustainably

reinvesting gross profit margin into lower prices – the most

common reason customers choose to join Wise.

Administrative expenses for the year increased by 25% to

£615.9 million. This reflects investment into future growth as

well as in the capacity required to onboard and serve a fast

growing active customer base who are increasingly using

more features.

At 31 March 2024, we had over 5,500 Wisers, a more than

2,000 increase over the last two years. The growth in our

team resulted in employee benefit expenses increasing 28%

to £377.3 million in FY2024. We expect to add around 1,000

roles over the course of FY2025. These Wisers will help us on

our mission; building products, improving our infrastructure,

supporting our core functions and helping to attract and

serveeven more customers.

For example, investing in our servicing teams will help us

better manage any rapid rises in demand, such as we saw

earlier this year. We are also continuing to grow the teams

responsible for combating financial crime, overall compliance

and risk management, which remain essential in a fast-

moving and ever-changing regulatory environment.

A focus on the effectiveness of incremental marketing

through FY2024 resulted in spend of £36.5 million which

wasbroadly flat on FY2023 and our marketing team growing

by 27%, while the number of new customers rose by

approximately 20% to 5.4 million. We expect our enhanced

understanding of the incremental benefits of marketing

across segments and channels to unlock greater levels of

marketing investment through FY2025. This is planned to

include targeted expansion into brand marketing in a couple

of markets (with an initial campaign already launched in

Australia in Q1 FY2025), as well as greater levels of

performance marketing spend.

Our economics remain healthy, as the combination of

products that customers love, efficient marketing and

evangelical customers means that our marketing investments

remain small relative to the number of customers joining Wise,

with the blended payback within 6 months in FY2024.

Technology costs increased by 25% to £53.5 million and

expenses relating to consultancy and outsourced services

increased by 28% to £90.4 million, both reflecting the greater

services required to support the growth of the business.

Strategic Report

Looking beyond the short term with a

relentless focus on the long term

opportunity

We have grown quickly, doubling the active customers we

serve over just three years, but the opportunity for Wise

remains substantial; many millions of people and small

businesses move trillions of pounds across-borders while

over-paying for a poor service.

To further unlock this opportunity we will continue to invest

into our long term growth potential. We fundamentally believe

that the market leader over time will be the provider of the

cheapest, fastest and most convenient service, with the

broadest coverage. This can only be achieved through

building the best global infrastructure while driving growth

through relentlessly pursuing incremental improvements in

price, speed and convenience.

We plan to continue reinvesting back into our growth each

year over the medium term while organically generating the

capital needed for a fast growing global financial services

business.

We therefore expect to operate at an underlying profit before

tax margin of 13-16% over the medium term, equivalent to

targeting an underlying adjusted EBITDA margin of 20-23%.

We expect our reported profit before tax to continue to be

higher than underlying profit before tax as long as the

effective interest rate we achieve on customer balances is

greater than 1%. Under our framework, 20% of any interest

above the first 1% yield will be retained and added to profit

before tax (£72.9 million in FY2024).

The other 80% will be returned to customers where possible.

In FY2024, 35 percentage points (ppts) of the 80ppts were

paid to customers. We were unable to return the other 45ppts

for several reasons including where the deposits are in

jurisdictions where we’re unable to pay interest for regulatory

reasons (eg the UK, c.30ppts), where we do not yet pay

interest on all currencies, and in some geographies such as

the US where customers are required to ‘opt-in’ to receiving

interest but have not yet done so. Where customers do not

currently receive interest on their balance, our priority is to

launch and promote our Assets Interest product, which

provides a market rate of interest, while still providing all

ofthe other benefits of the Wise Account. This option is

currently available for UK, EU and Singapore customers.

Over the medium term, we expect our investments to drive

acontinuing high level of customer growth, resulting in a

15%-20% CAGR growth in underlying income from a

FY2024base.

Underlying income growth in FY2025 is also expected to be

within this range of 15-20%. Improvements in efficiency were

gained in FY2024 resulting in an inflated level of earnings and

providing the opportunity to reduce our average cross-border

pricing by more than 2 basis points, which was effective from

early in Q1 FY2025. Adjusting for the connected nature of

thisoutperformance in FY2024 and price reduction in

FY2025, our expected growth would have otherwise

been20-25% in FY2025.

We have also initiated a second re-price in Q1 FY2025, off

theback of a significant improvement in our cost allocation

methodology, in order to ensure customers only pay in

proportion to the costs we incur in providing the specific

service. This is intended to be broadly revenue neutral

overall, but will lead to price reductions for higher value

transactions, particularly on main currency routes.

Growing fast and increasingly profitable

We have built a business with world-class fundamentals, and

our rapid growth and increasing profitability is a testament to

that. With continuing investment into long term growth, we

are poised to capture even more of the massive market

opportunity ahead. We are delivering on our mission and

creating massive value for both our customers and

shareholders. 

Kingsley Kemish

Chief Financial Officer (Interim)

13 June 2024

39Wise Annual Report and Accounts 2024

People are

central to

the success

of Wise

Our people40

Strategic Report

Q. What makes the Wise culture special? Global team.

Global mindset. We’re truly global in who we are, how we

work, and how we build. This means our colleagues work

in diverse teams with people from all over the world

solving global problems.

We are mission driven. Everything we do is centred

around creating a world of money that’s fast, easy, fair.

And open to all. This means our people have purpose in

the job they do, they learn at speed, and they see the

impact they have.

We are all owners. Everyone owns a piece of Wise:

fromthe work they do to the stock they hold. This means

they’re empowered to make decisions, and they share

and receive meaningful feedback to help get things done.

Q. As a team, what were some of your highlights in

FY2024? We focus on inclusion, and it shows. Wise

consistently scored in the top 5% of the tech company

benchmark on inclusion in our engagement surveys this

year. It’s a fantastic tribute to our culture and our ongoing

work on diversity, equity and inclusion.

Wisers also scored us in the top 25% of the tech

company benchmark when asked if they feel inspired

byour purpose and mission. This is really reflective of

our mission-driven culture and demonstrates employees’

strong alignment to our purpose.

A key highlight for me this year was bringing people

together for our Mission Days event. This is when we

share how we’re delivering against the mission every

6 months. It is an amazing opportunity for our teams to

build connections and an event that I’m hugely proud of.

Q. How have you continued to optimise how you work

and build an irresistible employee experience? We are

building more of a product-like approach in our People

team, where we are attuned to customer needs, working

cross-functionally, prioritising for impact and building at

speed, constantly iterating.

We continue to co-create our plans across our teams using

design thinking to ensure we are putting our colleagues

front and centre of our solutions. Our Programmes and

Experience team has become the epicentre of how we

plan for work, how we sequence major programmes, andof

course how we measure them and communicate about

them internally and externally.

Q. What is your focus for FY2025 and beyond? Our

focus remains on three key areas: building skills for the

future to enable growth; creating an irresistible employee

experience to enhance our customer experience; and

optimising our ways of working to deliver at speed.

Q&A with Isabel Naidoo, Head ofPeople

41Wise Annual Report and Accounts 2024

4 CORE values

Mission Days

Our bi-annual Mission Days give Wisers a chance to reflect

onhow we are progressing against our mission; what we

have achieved so far and where we need to focus in the

future. The customer experience is central to our mission.

That's why we host customer panels at these events, to have

direct, honest conversations to find out how we can better

solve real problems for them.

Mission Days are also an opportunity for our Wisers to

connect and collaborate across locations, build stronger

global teams and embed our culture. That in turn helps us

tobuild a stronger global product.

In June 2023, we brought together over 3,000 Wisers across

9 global locations and hosted local watch parties, extending

the sense of community beyond our main event in Tallinn.

Wewere honoured that Wise Mission Days were recognised

in the Sustainability category of the Best Event Award at

Italy’s Bea World Festival 2023.

In January 2024, we hosted simultaneous regional hub

conferences in Tallinn, Singapore and Austin. These events

deepened regional relationships and gave Wisers a chance

tocome together to focus on improving our local market

product offering.

Strengthening our employee experience

We’re shaping the future of international payments and our

people help make this a reality. That’s why we are creating

anirresistible employee experience that helps us attract,

develop, engage and retain top talent. Our work to date

means our voluntary attrition level is well below the

benchmark of global tech companies – and has earned us

aplace on lists such as Austin’s Built In Best Places to Work

andEstonia’s Attractive Employer Award.

Improving the candidate experience

We don’t only want the best experience for our current

employees. We want future Wisers to have an irresistible

experience too, starting before they join. That’s why this year

we invested in improving the candidate experience,

introducing a new applicant tracking system in March 2024.

This will mean:

• More efficient recruitment processes, using automation and

AI features to make the candidate experience faster and

more flexible

• Better visibility of business needs thanks to integration with

our HR information system, which offers more connected

forecasting and a quicker pre-hire process with less manual

data entry

• Access for leaders to robust analytics with relevant,

real-time insights and quality data about business needs

This will drive efficiencies to help us recruit at pace and

achieve our global growth ambitions.

People are central to the

success ofWise

Our Wisers help us build a world where money exists without

borders. As a global team with a global mindset, we are

continually innovating to support our customers.

The diversity, drive and problem-solving capabilities of our

Wisers are essential to our mission.Their skills and persistence

help us build great products, deliver lightning-fast services

and continue to grow our presence across our global markets.

5,500+

people

125+

nationalities

key global

locations

Our mission is our culture’s

beating heart

Our culture is driven by our mission and underpinned by our 4

core values. They shape how we communicate and engage

with customers, and show Wisers what we expect from them.

We’re building the best way to move and manage the world's

money and fighting for fairer finance transparency. It’s

important everyone shares our goals and feels genuinely

invested in our purpose.

Our employees all share in the responsibility of making Wise

asuccess and every individual is offered stock, as a way to

share the value in our growth. Wisers are empowered to

solvethe most urgent and relevant problems they see for our

customers. And it shows. Wise scored above the tech company

benchmark in our employee engagement survey on how our

work contributes to positive outcomes for our customers.

Regular feedback is also critical to our ways of working.

Teams from across the organisation contribute to our quarterly

planning process. They take ownership in providing feedback

on how we can improve the experience for our customers,

from those who are closest to them. Feedback helps us

iterate and improve. For our customers and our Wisers.

Our people continued

This isn’t just a job,

we’re a revolution

We get it done

Customers > team > ego

No drama. Good karma

Strategic Report

Listening to our people

Customer feedback is vital in helping us improve our products

and celebrate our strengths. And our employees’ voices are

just as valuable in helping us make sure we’re creating a good

experience and understanding how we can make Wise an

even better place to work.

In FY2024, we implemented a new engagement tool, Peakon,

to host our now bi-annual employee engagement survey,

WiserPulse. The platform offers managers real-time

responses and auto-generated insights that can inform

immediate action, reducing the delay in accessing important

data about their teams’ engagement.

The rich feedback gathered through Peakon has already

helped us take action. Our first survey on the new platform

was launched in September 2023 with a 91% participation

rate. In the subsequent survey in March 2024, we maintained

above benchmark participation and recorded an improved

overall engagement score.

Our participation rate is 8 percentage points higher than our

benchmark of technology companies, and our overall

Employee Net Promoter Score (eNPS) puts us in the top 25%

of our benchmarked competitors. Even more encouragingly,

our inclusion score puts us in the top 5%.

Measuring our progress

Our people plan is built on a three-pronged strategy:

buildingskills for the future, creating an irresistible employee

experience, and ensuring our ways of working are optimised.

To understand how well we’re delivering on these points, we

use a People Scorecard to evaluate metrics including training

coverage, attrition risk and representation. This scorecard is

shared with the Board on a quarterly basis.

In FY2024, Non-Executive Directors of the Board have

continued to host engagement sessions with Wisers across

arange of locations, teams and tenures. These sessions,

alongside the People Scorecard, ensure the Board better

understand Wisers’ on-the-ground experiences.

Board engagement sessions with Wisers

attendees

locations

43Wise Annual Report and Accounts 2024

Global, flexible and connected

Wisers represent 125+ nationalities, and 46% of our

organisation live and work in a country that’s different to their

nationality. Like our customers, they’ve been shaped by the

places where they live, work and travel.

It’s important that we strike the right balance of flexibility

andconnection for our growing, global team. For coaching,

community and collaboration-centred work, such as supporting

new joiners, we encourage office-based workdays to keep

our connections strong. To support productivity, weinvested

in new spaces in the US and Japan that have better facilities,

strong security and provide a better on-site Wiser experience.

Wisers have a work from home allowance and can access

workplace safety checks and collaboration tools wherever

they work. Our Mobile Wiser programme also offers employees

a chance to work from (almost) anywhere in the world for up

to 90 days each year.

1,870

Wisers took advantage of our

Mobile Wiser programmeinFY2024

Protecting Wiser wellbeing and safety

We cannot build a better business, and have a positive impact

on the financial sector, without prioritising our people’s

wellbeing and safety.

We encourage Wisers to take advantage of our wellbeing

support on offer, such as:

• Enhanced parental leave and ‘me’ days

• Employee assistance support from in-house mental

wellbeing champions and external providers

• Benefits to support health and financial wellbeing

• Local social and physical wellbeing activities and team

get-togethers

• Flexible working times and location

We completed a detailed review of our wellbeing offering

inFY2024 to ensure it addresses Wisers’ needs. We also

introduced wellbeing questions to our engagement survey

tobetter understand where our people need support on

anongoing basis. In FY2025, we will focus on improving

utilisation of our wellbeing initiatives and strengthen our

offering, particularly around financial wellbeing.

In FY2024, we also completed a global health and safety

compliance audit across all our global hubs, with no major

findings to report.

Diversity, Equity and Inclusion (DEI)

Our mission to build a world of money without borders is

inherently inclusive. Just like our customers, our Wisers are from

every part of the world, so they reflect the diverse communities

we serve every day. Transparency is also deeply important to

us, so we are honest about our pace of progress, the challenges

we face and how we’re working to overcome them.

We currently rank in the top 5% of global technology

businesses for inclusion, based on the results of our employee

engagement survey. We’re pleased with our progress to date,

as it shows Wisers feel supported to bring their whole

selvesto work.

Our DEI priorities

We have evolved our DEI efforts to include five overarching

objectives for the next financial year and beyond. The key

priorities we continue to focus on are:

1. Increase the diversity of our Wiser population and leads

toreflect our global and local customer base

2. Enhance the inclusivity of our products and services to

broaden our reach and improve the customer experience,

particularly for our vulnerable customers

3. Evolve our learning curriculum to increase DEI knowledge,

actions and behaviours to increase retention and drive

highperformance

4. Ensure our processes and policies are fair, equitable and

mitigate potential biases, particularly in our decision-

making moments

5. Improve our DEI data capture, analysis and reporting

capabilities to set specific goals and track our progress

Our Progress

To help people continue feeling welcome at Wise, in FY2024 we:

• Reinforced our zero-tolerance stance against all forms of

discrimination, as set out in our Code of Conduct

• Developed our DEI curriculum, with training available for

everyone. Mandatory DEI training for our recruitment team,

including sessions on inclusive practices and language, and

disability and neurodiversity inclusion. We also offer

LinkedIn Learning resources and functional sessions on

topics including inclusive ways of working and faith inclusion

• Updated our global inclusive recruitment guidelines and

reviewed all job descriptions with the Gender Decoder app

to remove unintentionally biased language. Embedded DEI

as a discussion point at hiring manager intake meetings and

included bias mitigation techniques in hiring manager training

Our people continued

To widen our pool of diverse talent, we have

broadened the number of diversity-focused

recruitment partners and organisations we work

with. Our partners include:

• Black Tech Fest

• Bright Network

• Career Accelerator

• Coding Black

Females

• FOLX Health

• myGwork

• She Can Code

• Women in Finance

Charter

Strategic Report

Our goals

Increase the representation of women in

senior leader positions to at least

40% by 2025

Currently: 32% women

(up from 27% in previous year)

Maintain or exceed minimum

representation of women in

Leadership Team

40%

Currently: 30% women

(down from 40% in previous year)

Maintain or exceed minimum

representation of women ontheBoard

40%

Currently: 50% women

(up from 44% in previous year)

Increasing women’s representation

Gender breakdown as at 31 March 2024

Women Men

Wise overall 51% 49%

Managers (or leads) 45% 55%

Senior leader positions

32% 68%

Leadership Team (LT) 30% 70%

1. Senior leaders are defined as those in Management Level 8 and

above (equivalent to Director level and above).

See page 97 for a further breakdown of our Board and

Leadership Team composition by gender and ethnicity.

See page 118 for the DEI statement from the Board.

Over the past year, we have continued to focus on increasing

our representation of women. As a signatory of the UK’s Women

in Finance Charter, we’re particularly focused on increasing

women’s representation among senior leaders at Wise.

Many teams have already exceeded our goals, and 38% of

the people we hired at Director level and above were women

in FY2024. Women also represent at least 50% or more of our

senior leadership positions for over half of our teams globally.

Where we’re currently below some of our goals, teams have

set specific objectives for hiring, retention and career

development, including:

• More deliberate outreach to diversity-focused recruitment

organisations, including women, LGBTQIA+ and ethnic

minority networks

• Mitigating biases in our decision-making processes

• Targeted graduate programmes to attract early careers

talent who are women and non-binary

• Diversity in our succession planning and leadership

pipelines, including women

We also report our gender pay gap in the UK. Information

about our FY2024 gender pay gap is available on our website.

Increasing representation

We’re also continuing to build out our support for ethnic

minority talent, and improve neurodiversity and disability

inclusion, to help increase our representation.

We’re developing a detailed race and ethnicity representation

dashboard to give us a clearer picture of representation at

Wise. This will help us set representation benchmarks and

goals for FY2025 and beyond.

Nurturing our Wise Communities

We have 12 global Wise Communities (Employee Resource

Groups) with close to 4,000 members who actively help us

drive our diversity, equity and inclusion progress. In FY2024,

they hosted 30+ events to build stronger connections across

Wise and the wider fintech industry.

45Wise Annual Report and Accounts 2024

Developing the next generation

In FY2024, we expanded our WiseWomenCode

programme, which we launched in London in April 2022,

to help more women and non-binary people enter the

tech industry. Its aim is to strengthen the pipeline of

women who have the skills to join our intern and

graduate programmes.

women and

non-binary

people

participated

events across

London, Tallinn,

Budapest and

Singapore

individuals hired

in graduate roles

or offered an

internship as a

result of the

FY2023 sessions

To offer even more women a glimpse into the fintech

working world, we’re aiming to expand the programme

toour Austin office in FY2025. We also host regular

networking events that are open to women across the

wider fintech industry, including Control-Alt-Connect and

Brunch & Learns.

Inclusive scholarships and support

We continued to develop our scholarship strategy

inFY2024 to promote early careers roles to more

underrepresented groups.

Through WiseStart, we’ve created more opportunities,

including 4 new tech-focused scholarships in Estonia and

3 in the UK. Each person received financial support along

with access to networking and mentoring opportunities

throughout the 2023/24 academic year. Our scholarship

winners were also matched with a dedicated mentor for

the academic year and participated in our

WiseWomenCode sessions.

We also launched our Career Accelerator mentoring

programme, which saw 15 young people from

underrepresented communities, including LGBTQIA+,

low-income backgrounds or ethnic minority backgrounds,

paired with Wisers from across the UK and Europe.

In FY2024, Wise employed:

interns

graduates

apprentices

“I was amazed how well you

were able to create such a safe

environment on so many different

levels: the tasks, the programe, the

women selected to participate,

and the mentors to guide us.”

Marilin Ahvenainen – WiseWomenCode participant 2024

Growing and developing the team

Nurturing our talent, both long-standing and new, is critical to

our growth goals. We used feedback to refresh our approach

to onboarding, learning and development, and performance

management in FY2024.

Broadening development opportunities

We continue to empower Wisers with tools and resources

that put them in control of their career trajectories.

Wesupport teams with:

• Advice on coaching, mentoring and working with

externalpartners

• Finding optimal ways of working

• Understanding their unique dynamics

• Developing strategies for delivering sustainable

highperformance

To broaden our learning opportunities, we offer bespoke

learning pathways via LinkedIn Learning. These resources

help Wisers develop relevant skills that support both our

growth and current operations, and their career aspirations.

To further improve Wisers’ learning experience, we launched

Absorb, a new learning management system in FY2024. Our

instructional designers complete effective learning design

and accessibility principles courses to ensure training is

always inclusive.

Our people continued

Our performance philosophy

In FY2024, we hosted co-creation workshops with more than

100 Wisers from across the globe to create a framework on

how we define, measure, manage and support performance

at Wise. We’ll begin rolling out this new approach in FY2025

across all functions through global campaigns, instructor-led

training and e-learning modules.

This new guidance offers our Leads an evidence-based

framework for making decisions around performance. This will

help us continue to attract, grow and retain the best talent

and nurture a high-performing, mission-centric culture that’s

primed for growth.

In FY2025 we’re also planning to integrate new performance

tools through Workday, including calibration, goal setting,

development plans and anytime feedback. This will automate

processes and improve data collection and analysis to give us

better insights into how we work, strengthening our culture of

continuous listening.

Strategic Report

Hitting the ground running

It’s important that new faces quickly get on board with our

mission and values, and understand our structure and

product pillars. That’s why during the year we onboarded

more than 95% of new Wisers within one week of their start

date through a face-to-face, two-day programme in Austin,

Tallinn, Budapest or Singapore. It’s also a valuable opportunity

for newbies to start building productive networks across

Wise, which help them quickly begin making a difference.

We’re proud to have consistently strong feedback on our

onboarding process. After training, 90% of participants say

that they feel more confident and informed about our

products and organisation, and enthusiastic and driven to

execute our mission.

Quicker, more engaging training

We work with a team of almost 80 content designers,

ensuring new learning content is engaging and relevant to

ourteams’ needs. To make our mandatory training faster

andmore engaging, we switched to a quiz-based learning

format. Wisers’ retained knowledge from previous training

isassessed and they receive tailored learning content that

focuses only on areas where they lack knowledge or confidence.

This reduces time required for individuals to complete training.

Leadership training

We continued to run our flagship leadership training

programme, Leadership Essentials, in FY2024. Wisers whose

Leads have attended this training, report a positive

endorsement of their support and attention to growth,

compared to Leads who are yet to complete the training.

We’re introducing a new Senior Leads training programme in

FY2025, which has been developed using global insights from

senior Leads across all functions. It will take a strengths-based

approach that identifies how each individual can enhance their

capabilities through executive coaching and a personalised

growth plan.

273

first-time and newly-hired Leads

completed training

In FY2024, Wise grew

10%

to over 5,500 Wisers

We onboarded Wisers across

sessions in 7 locations

47Wise Annual Report and Accounts 2024

Environmental, Social

and Governance

ESG at Wise

Our vision is

Money without borders

Our ESG focus areas

Environment

Our approach focuses on supporting

communities vulnerable to climate

change. We are taking a more

granular approach to understanding

our carbon footprint and aligning

with changing regulations and

stakeholder expectations.

Read more on page 55

Our ESG progress in FY2024

• Strategy: We laid the groundwork for a new ESG

strategy tailored to our evolving business, with a more

mature, holistic approach that focuses on measurable

impacts. This involved enhancing oversight on global

ESG regulations, factoring payment processing

emissions into our carbon footprint for a more precise

emission representation, and broadening our social

impact scope to better reflect our global presence

by expanding our Social Impact Committee.

• Environment: We are taking a more rigorous,

data-driven and scientific approach to analysing

our environmental impact by integrating payment

processing emissions. We have expanded our carbon

removal investments to support nature-based projects.

We continue to use the outputs of removal projects we

invest in to offset a portion of our carbon footprint.

• Social: We are working with grassroots organisations

to make financial inclusion more accessible for

vulnerable people globally.

• Governance: We continued to refine our long-term

social impact and climate plans.

Our approach going forward

• Strategy: We will continue to review our ESG approach

to reflect business growth, the evolving regulatory

landscape and a more sophisticated means of

measuring our carbon footprint. This will help us set

the right targets, remain compliant and deliver positive,

cross-border social and environmental impacts.

• Environment: We aim to measure our carbon footprint

bi-annually to improve accuracy and reveal

opportunities for decarbonisation and help our target

setting. Additionally, we are continuing to invest in

nature-based and technology-based carbon removal

projects around the world with a focus on the regions

where we operate in to also offset a portion of our

carbon footprint.

• Social: Our products and services can make a

difference in some of the world’s most financially

vulnerable communities. That’s why we continuously

evolve and adapt our products to meet the needs of

our customers in the different regions we operate in.

• Governance: We are focusing on supporting our ESG

strategy with Board-level oversight and competence to

ensure effective and transparent decision-making and

risk management.

Alignment with UN SDGs

Strategic Report

Our products support many

communities around the

world. Migrants sending

money back to their families

play a huge role in supporting

communities and continue

tohave an important role in

developing economies. It is

essential that fast, cheap,

transparent and trustworthy

cross-border payment

products like ours exist to help

empower people and create a

more connected world.

ESG framework

We recognise that communities where remittances play

animportant role also tend to be those most at risk from

climate-related displacement. We are actively investing

innature-based reforestation and sustainable land use

projects,such as the Pratigi Grouped Reforestation Project

which aims at recovering degraded areas in the southern

region of Bahia State in Brazil.

We aim to be transparent about our progress – celebrating

our successes, focusing on how to overcome challenges

andsetting achievable, data-informed targets for the future.

The business has expanded significantly since we started

measuring our carbon footprint in 2019, and the regulatory

landscape we operate in has also evolved, and continues

todo so.

A sustainable approach requires an ESG framework that

reflects our business’s growth and is aligned with our

regulatory obligations and our aspirations.

Therefore, our ESG framework is evolving. At its core, our

approach will continue to support Wise’s aim of delivering

positive impact for the communities across the world.

49Wise Annual Report and Accounts 2024

Alignment with changing regulations

We are continuously monitoring global ESG regulations to

ensure our reporting is aligned. In February 2024, we started

work to ensure compliance with the European Corporate

Sustainability Reporting Directive (CSRD). Additionally, we’re

continuing our work to align our reporting with the Taskforce

on Climate-related Financial Disclosures (TCFD), which you

can read more about on page 56. Our continued focus

throughout FY2025 will be setting up the infrastructure

forthe TCFD and CSRD through actions like double

materiality assessment.

Extending our alignment with the SDGs

We have always prioritised aligning with the United Nations

Sustainable Development Goals (SDGs). SDG10.c sets the

goal to reduce transaction costs to less than 3% for migrant

remittances and entirely eliminate remittance corridors where

fees are higher than 5%. This is a core part of our mission

andis a Goal that Wise is contributing to achieve.

We reflect the SDGs in our commitment to delivering

measurable and transparent impacts, including:

• Inclusive social impact for all communities facing

vulnerabilities, discrimination and other barriers

• Reduced inequalities, not only via lower cross-currency

transfer costs but also through education and improved

financial literacy

• Financial inclusion, providing access to valuable and

affordable financial products and financial literacy for all

• Positive local grassroots impact through working with

community-based organisations

• An action to combat climate change and its impacts

through education, investment in efficient buildings, carbon

removal projects, restricting emissions and, wherever

possible, using renewable energy

The need for lower-cost, more accessible international money

transfers is growing. We are scaling our business to meet that

demand and help reach targets such as SDG10.c.

Extending the alignment of our ESG strategy with the

internationally-recognised SDGs gives us clear objectives and a

global blueprint for action which we can adapt for our business.

As part of the ongoing evolution of our approach,

we have extended our strategic alignment with the

United Nations Sustainable Development Goals

(SDGs) as our business has grown. We have

longaligned with:

SDG4:

Education

SDG5:

Gender Equality

SDG8:

Economic Growth

SDG10:

Reduced Inequality

In FY2024, we began aligning with SDGs 13 (Climate

Action) and 17 (Financial Inclusion) as well.

SDG13:

Climate Action

SDG17:

Financial Inclusion

ESG at Wise continued50

Strategic Report

Environment

Our climate commitments

Since setting our net zero 2030 target in 2019, our business

has expanded significantly. At the same time, the composition

of our carbon footprint has also changed, whilst the

regulatory landscape has evolved – and continues to do

so.It’s essential that we are always transparent about our

climatecommitments and take a data-based approach

thatprioritises meaningful progress.

Our primary focus in FY2025 is to reassess the net zero

target in relation to our carbon footprint data and the

changing regulatory requirements.

As we refine our climate strategy, we’re also shifting our

approach away from carbon neutrality and offsetting to

oneofinvesting in carbon reductions through removals.

Wedefine carbon removals as methods that remove and

sequester carbon, including technology-based approaches

likeDirect Air Capture and nature-based methods like

afforestation and soil sequestration. We believe high-quality

carbon removals will drive lasting climate impact.

This shift reflects our commitment to investing in climate

resilience, no longer seeing offsets as the most viable

instrument to drive long-lasting impact. Instead, in FY2024, we

invested £500,000 in carbon removal projects that we believe

will have a greater measurable impact on the planet. We will still

use the removals to offset a portion of our carbon footprint,

andwe aim to invest in projects that align with our mission.

In FY2023, we joined Frontier, an advance market-

commitment aiming to accelerate the development of carbon

removal technologies, founded by Stripe, Alphabet, Shopify

and Meta. In FY2023, we pre-purchased permanent carbon

removals from companies like Heirloom, a US-based direct air

capture company, and Vaulted Deep, which injects carbon-

rich organic waste deep underground for permanent storage.

In FY2024, we aimed to diversify our portfolio by focusing

on nature-based carbon removal solutions. We've purchased

carbon removals in three projects focusing on afforestation

and reforestation in Brazil and Uganda. In Uganda, we secured

removals from TIST, a forestation program, and Trees for Global

Benefits, which mobilise farmers for sustainable land use. In

Brazil, we purchased carbon removal credits from the Pratigi

APA (Envrionmental Protection Area) Grouped Reforestation

project, aimed at recovering degraded areas in the southern

region of Bahia State.

In FY2025, we look to continue investing in projects in key

markets that align with our product operations, such as Brazil

and others in the APAC or MEA regions.

Measuring our carbon footprint

Since FY2023, the primary metric we have been tracking

inmeasuring our carbon footprint is revenue intensity.

Itmeasures how much CO₂e Wise emits per unit of revenue

earned, helping to better distinguish between business

growth and emission growth. As a business that continues to

expand substantially, we believe revenue intensity is a more

accurate representation of our emissions. We also look at

headcount intensity that measures how much Co₂e Wise

emits for each person it employs.

Net corporate emissions between April 2023 and March 2024

were 60,680 metric tonnes of CO₂e, representing a 78.7%

increase from the previous 12-month period, primarily driven

by the increase in purchased goods and services and the

inclusion of payment procession emissions. By comparison,

our revenue intensity grew by 39% from 33 tCo₂e/$1m for

FY2023, to 46 tCo₂e/$1m for FY2024, and remains lower than

in FY2020 at 48 tCo₂e/$1m. In FY2024, our headcount

intensity was at 6.4 tCo₂e/employee while in FY2023 it was

at7.7 tCo₂e/employee, and in FY2020 at 10 tCo₂e/employee.

We continued to use the Watershed software platform to

helpus model our carbon impact across all areas of our

operations, including Scope 1, 2 and 3 emissions, and report

accurately to third-party standards bodies, investors,

governments and other stakeholders.

Emissions breakdown by category

The top Greenhouse Gas (GHG) categories driving our

emissions are purchased goods and services (38.5%),

business travel (30.3%) and employees (14.4%).

Goods and services emissions have increased in line with our

growing need for professional services, including equipment

and hardware, as an expanding business. For the first time,

inFY2024 we have also included our payment processing

emissions in this category to ensure our footprint is truly

representative of our operations.

Goods & services

38%

Travel

30%

Employees

14%

Cloud

6.6%

Marketing

6.6%

Waste

2.3%

Offices

1.0%

Capital goods

0.1%

Products

<0.1%

51Wise Annual Report and Accounts 2024

GHGs from our value chain, including upstream activities

(production and transportation) and downstream activities

(customer use and product end-of-life).

Continuously improving our approach

Over the next year, we will continue to review and seek to

enhance our approach to emissions reporting. We intend to

procure bi-annual carbon measurements, so we have clearer

visibility on our carbon footprint, enabling us to take faster,

targeted action on our key carbon levers.

We will also continue to map our supply chain, with the

inclusion of payment processing emissions, to help guide

ourclimate commitments.

Similarly to last year, we obtained clean energy certificates

for all our offices and intend to continue doing so in the

following years. We aim to prioritise sustainability in our

newoffices, with our new London office targeting a BREEAM

Outstanding certificate and being Net Zero Carbon in

Construction and Operation. We are also seeking a BREEAM

Excellent certification for our new Tallinn office. Additionally,

we continue to champion our internal recycling programme –

Reduce, Reuse and Recycling Right – across all our global

offices, and prioritise low carbon materials and sustainable

procurement when expanding.

The table below details Wise’s greenhouse gas emissions and

global energy use, in line with the United Kingdom’s Streamlined

Energy and Carbon Reporting (SECR) framework. It also

highlights existing energy efficiency efforts.

SECR April 2023 – March 2024

Energy usage and greenhouse gas emissions

Reporting period

April 2023 – March 2024

Reporting period

April 2022-March 2023

UK and

offshore

Global

(excluding UK

and offshore)

UK and

offshore

Global

(excluding UK

and offshore)

Emissions from sources which are owned or controlled by the

company including combustion of fuel for transport & operation of

facilities (Scope 1, market-based) 45.4 tCO₂e 169.4 tCO₂e 42.4 tCO₂e 116 tCO₂e

Emissions from purchased electricity, heat, steam, and cooling

(Scope 2, location-based) 93.6 tCO₂e 610.3 tCO₂e 90.7 tCO₂e 753.5 tCO₂e

Total gross tCO₂e based on above fields 139.1 tCO₂e 779.6 tCO₂e 133.2 tCO₂e 869.5 tCO₂e

Energy consumption used to calculate Scope 1 & 2 emissions

above. Some emissions could not be converted to kWh. See the

table below. 605,679 kWh 2,250,117 kWh 622,984 kWh 2,867,383 kWh

Intensity ratio: Worldwide gross tCO₂e per £ million of worldwide

revenue (based on Scope 1 & 2 above) 0.87 – 1.19 –

Intensity ratio: Worldwide gross tCO₂e per employee (based on

Scope 1 & 2 above) 0.1 – 0.23 –

Intensity ratio: Worldwide gross tCO₂e per £ million of worldwide

revenue (including market-based Scope 3) (optional) 58.33 – 41.26 –

Intensity ratio: Worldwide gross tCO₂e per £ million of worldwide

revenue (including location-based Scope 3) (optional) 58.76 – 41.26 –

Intensity ratio: Worldwide gross tCO₂e per employee (including

market-based Scope 3) (optional) 6.45 – 7.94 –

Intensity ratio: Worldwide gross tCO₂e per employee (including

location-based Scope 3) (optional) 6.5 – 7.94 –

Methodology

We use Watershed as our carbon calculation and management provider.

This year we’ve followed USEEIO/CEDA for our calculations.

ESG at Wise continued

Methodology

Emissions were calculated in accordance with the GHG

Reporting Protocol (Corporate Standard) using the

Watershedplatform, following the environmentally-extended

input-output (EEIO) model. EEIO models track the flow of

goods, services and resrouces throughout the economy,

accounting for their associated environmental impacts at

each stage of production and consumption. By incorporating

this detailrange of information on resource use, EEIO offers a

comprehensive view of how a company’s economic activity

affects overall environmental quality. Watershed employs this

model to calculate our emissions.

Energy usage data was collected from utility reports or

estimated using building square-footage and building type,

and other location/occupancy data. Consumption quantities

are then multiplied by relevant CO₂e emissions factor for

electricity, with renewable electricity purchases considered

in the calculation. For buildings without utility data or any

missing data, the data is estimated based on building

square-footage for all facilities, and was combined with

emissions factors from the US Environmental Protection

Agency, ecoinvent, and other data sources to calculate

greenhouse gas emissions (GHG) emissions. Electricity

emissions factors were selected based on each facility’s

local grid.

Wise’s reported Scope 3 emissions include those from

purchased goods and services, capital goods, business travel,

employee commuting, fuel and energy-related activities, and

waste generated in operations. Scope 3 emissions are indirect

Strategic Report

Carbon-conscious travel

In our travel guide, we encourage Wisers to choose airlines with

climate goals and opt for a Green Key certified hotel. This is an

evolving deliverable, as we try and uncover better ways of

travelling sustainably while staying globally connected, driving

productivity and preserving our company culture.

Making sustainable connections

In June 2023, our cultural cornerstone event, Mission Days,

was recognised in the Sustainability category of the Best

Event Award at the Bea World Festival 2023, as we:

• Offered free public transport in Tallinn and buses powered

by green HVO100 fuel

• Only used venues that were powered by green energy

• Served 50% plant-based food and as much organic

produce as was locally available, with leftovers donated

tolocal food banks

• Reused tableware, dishes and event signage alongside

rented décor

We also moved to regional ‘follow-the-sun’ Mission Days

inJanuary 2024, which brought Wisers together to

encouragethem to forge local connections in Singapore,

Tallinn andAustin.

We will continue to seek to reduce the environmental impact

of these events that are so important to our culture. We

evaluate the overall CO₂ footprint of our Mission Days based

on the life-cycle assessment (LCA) methodology – providing

insight that will help us drive continuous improvement from

event toevent.

Supporting information

Scope 1 emissions that could not be converted to energy usage

Description Unit UK and offshore

Global (excluding

UK and offshore)

R-134a fugitive emissions kg 0.04 0.2

R-410a fugitive emissions kg 7.9 37

See the UK Department for Environment, Food and Rural Affairs (DEFRA) conversion factors for assistance in converting these

emissions sources to quantities of energy consumption.

Scope 1 emissions breakdown by activity

Activity

Reporting year:

UK and offshore

Reporting year: Global

(excluding UK and offshore)

Emissions from combustion of gas tCO₂e (Scope 1) 20 84

Emissions from combustion of fuel for transport purposes (Scope 1) 0 0

Fugitive emissions (Scope 1) 15 72

53Wise Annual Report and Accounts 2024

Social impact

Another core part of our refreshed ESG strategy is building on

our long-term commitment to corporate social responsibility.

This means better understanding how we can meet the

complex, changing needs of people and deliver broader

positive social impacts by increasing our geographical scope

and improving our impact measurement methodology.

Focusing on financial inclusion

Our social impact strategy recognises that our products and

services are an important opportunity to improve financial

inclusion for vulnerable global communities. We have been

committed to helping to achieve the UN’s SDG 10.c around

reducing remittance fees since it was introduced.

Displaced populations use remittances to support dependants

back home who often live under the poverty threshold.

Alongside our work to solve the important problem of global

cross-currency transfers, we’re aiming to build financially

empowered populations by providing tools to increase their

financial literacy and enhance employability.

Our grassroots community approach

We tailor our support to match the needs of local communities,

so it’s essential we understand how to make a real difference.

We choose to partner with grassroots organisations that

understand the people around them and can provide valuable

insights to help us deliver impactful support. In FY2024, we

donated to each of these organisations and worked with

them to provide volunteering opportunities to Wisers

acrossour major hubs.

From Singapore to Austin, the grassroots organisations we

partner with work with and support vulnerable communities.

In FY2024, the number of hours that Wisers spent

volunteering increased by 212%, outpacing headcount

growth. We are currently in the early stages of building and

mobilising these partnerships. They will each be evaluated

annually on their sustainable impact by our Social Impact

Committee (see page 56 for details). This will enable us to

monitor progress as well as identify and share best practices

that can be applied to other partnerships.

Our partners are:

• Breaking Barriers, UK: gives refugees in the UK access to

advice, experience and education to help them find

meaningful employment.

• Eesti Pagulasabi (the Estonian Refugee Council), Tallinn:

provides a wide range of support services to help refugees

find protection and integrate in Estonia.

• ItsRainingRaincoats, Singapore: helps to improve the

welfare and integration of migrant workers in Singapore.

• I Live Here, I Give Here, Austin: helps connects Central

Texans with local causes by partnering businesses with

local NGOs.

Establishing our measurement

methodology

In FY2024, we implemented our internal impact methodology

based on the B4SI Community Investment Framework. This

helps us better understand the impact of our contributions,

including how organisations use our donations and the

effecton internal volunteering. We use this framework when

onboarding new partners or re-evaluating existing ones.

Asourpartnership program grows, this methodology will ensure

our partnerships are effective. Next year, we aim to expand our

partnerships geographically, focusing on LATAM and APAC.

Supporting global humanitarian causes

Across our footprint, we make humanitarian donations to

support communities in need. These donations are evaluated

according to the Wise impact methodology and are made in

an unbiased, transparent and consistent way. We prioritise

cases where there’s an immediate need for medical support

or reconstruction, and we ensure that there’s no possibility

formilitary gain from our assistance. Our Social Impact

Committee reviews the causes we support.

During the year, we supported rescue and reconstruction

efforts following major earthquakes in Morocco and Japan.

We also contributed to restoring infrastructure in Turkey

following the 2023 earthquake. And for the third year running,

we donated to support the education of children in Ukraine,

which helped to rebuild a school in the Dnipropetrovsk region.

We also donated to Mexico-based PSYDEH, a female-led

NGO that invests in developing leadership capabilities for

rural and indigenous women. It recognises their role as a

force for positive change in the social and economic

development of their communities.

By supporting these projects, our impact becomes more than

a cash injection. We’re helping to build long-term economic

resilience, designed to improve financial inclusion and

prosperity across wider communities.

ESG at Wise continued54

Strategic Report

Governance

Our business puts treating people fairly and transparently

right at the heart of how we work. And this attitude extends

to our approach to governance.

It’s our responsibility to look after the financial welfare of our

customers. We’re committed to maintaining robust controls

and processes that reduce risk and protect everyone’s

financial wellbeing.

Ensuring ethical operations

Our governance structures are designed to provide oversight

across the business, ensuring we meet our obligations and

operate ethically.

This includes ensuring the Board has adequate oversight of all

our ESG practices and related areas. The Board receives a

detailed annual update on all aspects of ESG, outlining progress

on our climate agendas and ongoing social impact initiatives.

As part of our work to make our reporting hierarchy more

streamlined and transparent, we disbanded our old ESG

Advisory Committee during the year. We have now replaced

itwith the Social Impact Committee, which has a specialist

remit to focus on social issues.

The committee is a cross-team consortium of 9 people – to

be increased to 15 by mid-2024 to include more APAC and

North America-based voices – representing key areas of

thebusiness. To ensure it always operates in an unbiased,

transparent and principled manner, every Committee member

has completed training and follows the Committee’s

Governance code.

55Wise Annual Report and Accounts 2024

During the year, the Group has made some progress in providing disclosures which reflect the Task Force on Climate-related

Financial Disclosures (TCFD) Recommendations. We will continue to develop our disclosures and we aim to achieve further

alignment with the TCFD Recommendations in our next Annual Report. In line with the Financial Conduct Authority’s Listing Rule

14.3.27R., our disclosure consistent with the TCFD’s Recommended Disclosure on Metrics (b) and our explanation ofwhat we intend

to do to align with the rest of the TCFD’s Recommendations and Recommended Disclosures is set out inthis section.

Task Force on Climate-related

Financial Disclosures (TCFD)

1. Governance

1a. Board oversight of climate-related risks

and opportunities.

The Board of Directors (Board) of Wise plc is responsible

for the oversight of environmental, social and governance

(ESG) matters, including climate management. The Board

reviews progress in developing and implementing

strategies for managing relevant environmental topics.

Once we have identified our climate-related risks and

opportunities, the Board will review the management of

said risks and opportunities.

The Board supported and approved the decision to

reassess our 2030 net zero target due to our material

growth and the substantial changes in the regulatory

framework in the UK, EU and elsewhere. Additionally,

they supported our transition away from purchasing

carbon offset instruments towards a greater focus on

carbon removal investments. In doing so, we no longer

are claiming ‘100% carbon neutrality.’ Our transition to

carbon removal projects reflects our climate strategy and

commitment to mitigating climate change, seeing carbon

removal as crucial for meeting Paris Agreement targets.

In FY2024, we invested £500,000 in ARR (afforestation,

reforestation and revegetation) projects in Brazil and

Uganda and have used this investment to offset 21%

of our scope 3 carbon footprint and 100% of our scope 1

and 2.

In FY2025, a non-Executive Director of the Board will be

taking a climate risk course to enhance Board-level climate

competency and oversight in preparation to integrate

climate risks and opportunities in the Enterprise Risk

Management Framework (ERMF) in FY2025.

1b. Management’s role in assessing and

managing climate-related risks and

opportunities.

In FY2025, we aim to expand the remit of the Social

Impact Committee. The Social Impact Committee is

formed of key business stakeholders, with members

fromthe Public Relations, People, Banking, FinCrime

andCompliance, and Product teams. Formed in FY2024

and meeting monthly, the role of the committee is to

steer Wise’s social impact strategy and vote on corporate

humanitarian donations. In FY2025, we aim to evolve this

committee to a new cross-functional ESG and Climate

Committee that will provide feedback and updates

across Wise and the LT on climate development.

TheCommittee will act on an advisory basis when it

comes to climate-related developments, while still

retaining voting power on social impact matters.

The climate strategy is managed by an ESG Manager,

who reports to the Global Head of Government Relations.

Together, they update the Leadership Team (LT)

regularly, as the Global Head of Government Relations

reports directly to the Head of Banking and Expansion.

Additionally, the ESG Manager and the Global Head of

Government Relations provide an annual update on

climate development and strategy to the Board.

ESG at Wise continued56

Strategic Report

2. Strategy

2a. Identifying climate-related risks and

opportunities.

While our risk assessment is yet to be finalised, we

understand the importance of identifying climate risks

and opportunities in developing our climate strategy.

We have made this the focus of our climate strategy

for FY2025. An internal multidisciplinary group of senior

team members is currently being formed and will be

consulted in the evaluation of key risks and opportunities

and their respective impact and applicability to the

business in the short, medium and long term.

Throughout our identification process, we’ll examine

transition and physical risks. Physical risks encompass

acute events like extreme weather and chronic factors such

as rising temperatures and sea levels, flooding and other

extreme weather events. We’ll be evaluating how these

affect our global operational sites like offices, especially

vulnerable offices, and data centres, considering potential

impacts on productivity, costs, and people attrition.

As part of this process of identification, Wise will be

identifying short, medium, and long-term climate-related

opportunities with potential financial or strategic impacts.

We will be consulting with our partner, Watershed, an

industry specialist in carbon footprint measurement,

management and reporting, to help assist in this process

and may bring in further external assistance if necessary.

2b. Impact of climate-related risks and

opportunities on Wise’s business, strategy

and financial planning.

Climate change and its associated impacts continue

toevolve.

The potential short, medium and long-term risks and

opportunities that we are identifying will help inform our

strategy and transition plan, including our re-assessment

of our climate commitments and investments into global

carbon removal projects.

Our analysis of risks and opportunities and subsequent

scenario analysis, targeted for completion during

FY2025, will enhance our understanding of their impact

on Wise’s business, strategy and financial planning

alongside our climate risk management practices.

In our office leases and construction, we are exploring

energy efficiency measures, having identified an early

risk in the rise in energy costs. As a result, we have

prioritised sustainability certifications for our forthcoming

London office, which scored a BREEAM Outstanding

certification, and our forthcoming Tallinn office, which is

pursuing a BREEAM ‘Excellent’ certification to mitigate

future energy cost increases risks. In addition, last year

we identified Amazon Web Services (AWS) as one of our

primary sources of third-party Scope 3 emissions. We

began working with them to become more energy-

efficient by migrating to Graviton chips in our servers,

which provides higher energy efficiency. We will

undertake further analysis and exploration as our

assessment is finalised throughout the year.

We recognise there will be opportunities for our digital

payments technology to enhance climate resilience and

economic opportunities for the financially vulnerable.

2c. Resilience of Wise’s strategy, taking into

consideration different climate-related

scenarios, including a 2 degree or lower

scenario.

We seek to develop a detailed understanding of how

business risks and opportunities are shaped by various

climate scenarios. Once we have identified our climate

risks and opportunities, we will conduct our climate-

related scenario analysis to help better understand the

resilience of Wise’s strategy to different scenarios.

We will aim to have this completed during FY2025 to be

integrated into our ERMF.

57Wise Annual Report and Accounts 2024

3. Risk Management

3a. Wise’s processes for identifying and

assessing climate-related risks.

As described above, we are establishing a working group

with key stakeholders to identify climate-related risks

and opportunities across short, medium, and long-term

timelines. During FY2025, this working group will help to

carry out risk analysis that considers the impact of the

climate on varying areas of the business.

3b. Wise’s processes for managing

climate-related risks.

Managing our climate risks will be an integrated process

in how we manage our risks at Wise. Once our key risks

and vulnerabilities have been identified, they will be

appropriately reflected in our risk taxonomy and

integrated into our ERMF. This would include us having a

clear definition of risk appetite, roles and responsibilities,

and action plan aligned with our climate objectives,

following the same approach to how we manage our

other risks. Where required we will supplement our

expertise with external experts on the subject especially

around exposure measurement and industry best

practices. Once the scenarios are implemented this

would give us clear and targeted action plans to ensure

we can sustainably reach our climate risk goals. As part

of our usual risk governance process, progress and

issues will be transparently shared with the Board.

3c. How processes for identifying, assessing

and managing climate-related risks are

integrated into Wise’s overall risk

management.

Wise applies an integrated approach to risk management

using the three lines of defence (3LOD) model and we

aim for climate-related risks to be integrated within this

risk management framework, which is approved by the

Audit and Risk Committee and the Board. The use of the

Risk and Control Self Assessment (RCSA) is a way for us

to identify and manage the risks we face (which will

include the assessment and disclosure of vulnerability to

climate-related risks). It involves Wisers across both first

and second lines working together to identify potential

risks and assess whether the controls we have

developed are effective. The RSCA supports the team in

identifying outstanding issues or controls gaps, and to

create roadmaps to close those gaps.

ESG at Wise continued58

Strategic Report

4. Metrics and targets

4a. Metrics used by Wise to assess climate-

related risks and opportunities in line with its

strategy and risk management process.

Currently, Wise tracks climate-related metrics related to

total energy consumed, percentage renewable energy

and Scope 1, 2 and 3 GHG emissions. This will inform our

assessment of climate-related risks and opportunities,

alongside metrics based on risk appetite levels.

4b. Scope 1, Scope 2 and Scope 3

greenhouse gas (GHG) emissions.

The table below sets out further detail on our Scope 1, 2

and 3 carbon emissions. These have been measured by

Watershed. Watershed uses the World Resources

Institute GHG protocol Corporate Accounting and

Reporting Standard, which provides a standardised

approach for presenting emissions. All relevant Scope 1,

2 and 3 activities are analysed in our carbon footprint.

4c. Targets used by Wise to manage

climate-related risks and opportunities

andperformance against targets.

Targets and measurement performance will be informed

by our assessment of our climate-related risks and

opportunities which we will be conducting throughout

FY2025.

Emissions (tCO₂e)

Scope FY2024 FY2023

Scope 1 (market-based) 215 221

Scope 2 (location-based) 704 647

Scope 2 (market-based) 19 801

Scope 3 (market-based) 60,445 30,669

Scope 3 category 1: Purchased goods and services (market-based) 30,036 16,358

Scope 3 category 2: Capital goods (market-based) 1,445 1,066

Scope 3 category 3: Fuel-and-energy-related activities (not included in Scope 1 or 2) (market-based) 398 351

Scope 3 category 5: Waste generated in operations (market-based) 1,423 227

Scope 3 category 6: Business travel (market-based) 18,377 9,775

Scope 3 category 7: Employee commuting (market-based) 8,767 2,777

Scope 3 category 8: Upstream leased assets (market-based) 0 135

Gross emissions (market-based) 60,680 31,692

Gross emissions (location-based) 61,817 31,568

Net emissions (market-based) 60,680 31,692

Net emissions (location-based) 61,817 31,568

59Wise Annual Report and Accounts 2024

Our stakeholders and

Section 172 (1) statement

Wisers

Communities

Suppliers

Why this

stakeholder

matters to us

Our people and teams sit at the

centre of our ability to operate and

deliver on our mission. It is their

commitment and passion to build

theproducts and services our

customers love that drive Wise.

Wise has a customer community of

millions and a Wiser community of

thousands in countries all over the

world. We hope to be an integral

partof these communities

whereverwe operate.

Our suppliers support us in a wide

range of activities including

recruitment, card production,

marketing, facilities management,

compliance and banking. Our

relationships are built on trust and

we place huge importance on

ensuring they are efficient,

robustand rewarding for all.

What

matters

to our

stakeholders

• The mission

• Growth and development

• Benefits and reward

• Diversity and inclusion

• Ownership and voice

• Fairness

• Access

• Social responsibility

• Environmental sustainability

• Health and safety

• Climate change initiatives

• High standards

• Transparency

• Business conduct

How has

Wise

considered

our

stakeholders

interests

• The Board received regular People

and DEI updates

• The Board approved a revised

Code of Conduct in June 2023

• The Board receives an annual

update on our ESG initiatives

• Our Social Impact Committee

continues to build Wise’s global

social impact strategy

• The Board is kept up to date on

market expansion

• The Third-Party Risk Management

team reviews our outsourcing

arrangements

• Our Modern Slavery statement is

approved and published annually

How has

Wise directly

engaged

• As part of our global workforce

engagement, a number of our

Non-Executive Directors held

roundtable sessions with different

cohorts of Wisers in five sessions

across three locations

• The Board held meetings at the

Wise offices in Tallinn and in

Singapore during the year,

providing a further opportunity

toengage with Wisers in these

locations

• Twice-yearly ‘WiserPulse’

employee engagement surveys

• Twice-yearly Mission Days

• A bi-weekly Team Call

• Volunteer opportunities for Wisers

• Donations to causes including

youth tech education and

humanitarian assistance

• Launching global partnerships to

create economic opportunities and

enable financial inclusion for

immigrants and/or refugees

• Investing in carbon removal

projects in climate vulnerable areas

• Continued partnership with

Watershed, an industry specialist in

carbon footprint measurement,

management and reporting

• Wise has a dedicated team to

handle onboarding of new

suppliers

• Improved support network for

oursuppliers

• Full and transparent engagement

with due diligence processes for

suppliers

• Strategic business reviews with

key suppliers

1. Further details on how we engage with Wisers can be found in the Our people section on page 40.

2. Further details on how we engage with our communities can be found in the ESG at Wise section on page 48.

The relationship between the Wise Group and our stakeholders remains fundamental to the strategy, purpose and values of our

business and drives our decision-making.

The Board is required by Section 172(1) of the Companies Act 2006 to act in a way that would be most likely to promote

thelong-term success of the Company and take into account all of Wise’s stakeholders in its decision-making. The Board

directlyand indirectly (through the LT and others delegated by the Board) sought to understand the interests and priorities

ofthese stakeholders.

The following table comprises our Section 172(1) statement, setting out how, in performing its duties over the course of the year,

the Board has had regard to the matters set out in Section 172(1)(a) to (f) of the Companies Act 2006, alongside examples of

how each of our key stakeholders have been considered and engaged with. Further information can also be found throughout

the Strategic report and the Corporate Governance report on pages 84-95.

Section 172 and stakeholder engagement60

Strategic Report

Customers

Owners

Governments & Regulators

Why this

stakeholder

is important

to us

We keep our customers at the heart

of everything we do, solving real

world problems for people and

businesses around the world. We do

this by building products and

features that they need.

The trust and support of Wise Owners

is key to advancing our mission. We

believe we have a rare alignment with

our key stakeholders, including Wise

Owners, sharing the same vision for

the future and understanding their

questions and concerns through

ongoing and open engagement.

Wise engages in regular and open

dialogue with our governmental and

regulatory partners around the world.

We also share our industry

perspective with these partners as

and when relevant.

What

matters

to our

stakeholders

• Convenience

• Price

• Speed

• Transparency

• Progress on the mission

• Sustainable growth

• Strong financial performance

• Strong corporate governance

• Customer protection

• Strength and resilience of financial

markets and payment

infrastructures

• Honest competition

• Fair marketing

How has

Wise

considered

our

stakeholder

interests

• We continued building the

products and features that make

moving and managing money

across borders easier, faster,

more transparent and cost-

effective for everyone,

everywhere

• The Board reviewed key customer

and operational metrics including

the status of customer service

queues

• The Board, via the Audit and Risk

Committee, reviewed customer

complaint data to identify and

address any ongoing issues

• The Board, via the Audit and Risk

Committee, oversaw the Group’s

risk control environment to ensure

that customers are protected and

that Wise maintains a strong

capital and liquidity position

• Our Board received regular updates

from the Owner Relations team,

including on market trends and

activity

• Our Board and Committee Chairs

are available for engagement with

Owners

• The Board approved the continued

purchase of shares through Wise’s

Employee Benefit Trust with the

intention of reducing the effect of

future dilution on existing

shareholders arising from the

stock-based compensation offered

to employees

• The Board, alongside the CEO and

LT, engages constructively with

our regulators and relevant

policymakers and will continue this

engagement across upcoming

changes to the regulatory

landscape

• The Board, via the Audit and Risk

Committee, received regular

updates on key regulatory matters

and the global regulatory

environment

• The Board, and the boards of our

subsidiaries, received regular

updates on engagement with

governments, policymakers and

regulators in the markets in which

we operate

How has

Wise directly

engaged

• We increased investment in

servicing

• We held regular customer

surveys, customer interviews and

social media updates

• An online complaint form was

rolled out

• We implemented the UK

Consumer Duty Act requirements

• App review nudges on iOS were

launched to allow customer

feedback on our app

• We provided comprehensive

market updates at half and full

year, along with quarterly trading

updates. These results

presentations and accompanying

Q&A opportunities with

management provide our investors

with clear guidance on our capital

planning priorities alongside

strategic updates and financial

results

• Our Owner Relations team,

alongside the Chair and LT,

maintain regular dialogue with

investors, both existing and

prospective

• Investor roadshows throughout

theyear

• Regular engagement with

regulators, governments and

policymakers on key matters

• Consultation with regulators,

governments and policymakers

onincoming laws and regulations

• A dedicated Government Relations

team that works closely with

governments, regulators and

policymakers globally

• Wise is an active participant in

government advisory bodies, trade

associations and other relevant

forums

61Wise Annual Report and Accounts 2024

Investing in risk management

We operate in a fast-moving industry with a constantly

evolving risk landscape, making risk management a critical

factor for our success. To support our ambitious business

strategy, we need to successfully navigate not only the risks

we face today but pre-empt the emerging and strategic risks

of tomorrow, ensuring we are ready to adapt as needed.

Risk is one of the core pillars of our business strategy,

and as we scale, we will continue to invest in and enhance

ourrisk and control environment in a way that is appropriate

and consummate to our ambitions and size.

Risk management

Q&A with Chandni

Bhan, Global Head

of Risk

Q. What is Wise’s approach to risk management?

Wise takes a proactive and strategic approach to risk

management. We recognise that effective risk

management is crucial to achieving our strategic

objectives and mission, and are significantly investing

inpeople, technology and processes to enhance risk

foresight, empower proactive risk mitigation and

strengthen our risk culture. Our robust three lines of

defence model ensures a comprehensive view of risks

and control effectiveness, and strengthens our risk

identification and mitigation process. Our Enterprise Risk

Management Framework (ERMF) supports decision-

making, planning and prioritisation by providing a greater

understanding of risks. It establishes clear roles and

responsibilities, insightful reporting and appropriate

oversight, ensuring a consistent approach to risk

management across the Group. Approved annually by

the Board and subject to ongoing review, the ERMF

remains integral to our risk management strategy.

Q. How has the Risk Management function responded

to the changing environment? Our Risk Management

function is rapidly evolving to support the growing

complexity of our business. We are adding domain

specialists with the relevant subject-matter expertise to

enhance risk identification, control effectiveness, threat

detection and stress testing. By embedding risk

awareness and fostering effective engagement across

the organisation, we are building deeper risk expertise

across the business. We’ve invested in tools for global

visibility of risks and controls, improved incident

management tooling and systems, and strengthened our

risk assessment processes. We are focused on

advancing risk analytics and integrating AI to enable

better insights to scenarios, incidents and emerging

threats to continue to advance our proactive approach to

navigate an increasingly complex risk landscape.

Q. What is Wise’s risk focus over the next year?

Rapidlyevolving regulatory demands – marked by

suchfactors as rising fraud, financial crime, stringent

regulatory demands, geopolitical uncertainty, and cyber

threats – requires a proactive approach. To stay resilient

against rapidly changing risks, we are focused on

continued investments in strengthening our defences

forprincipal risks. We’ve significantly improved our risk

and controls assessment programmes, enabling effective

and efficient remediation plans, and are focused on

continuing to deliver on this front. Strengthening regulatory

engagement across markets remains a priority along with

ongoing enhancements in consumer duty, ESG and

operational resilience programmes. We are focused on

strengthening our stress testing and risk analytics

capabilities, as well as bolstering our risk domain expertise

and frameworks to support our business and risk strategy.

During FY2024, we strengthened our global Risk Management

function. We appointed a new Global Head of Risk Management

and increased the headcount of our Risk Management

function. We began our shift to a risk domain specialist model,

adding subject matter expertise and enhancing skills within

the team to ensure we are appropriately structured to best

support, advise and challenge the business on our risks and

controls across markets and products.

To focus our enhancement efforts, we also revised our

top-priority risks (classifying these as Tier-1). As we scale,

weare ensuring our resilience to these risks remains strong,

by strengthening our control environment, refining Key Risk

Indicators and focusing on assurances and testing.

Strategic Report

Our risk management strategy

Strengthening our global risk function

Our Global Head of Risk, Chandni Bhan, was appointed in

June 2023. Following a review of the global risk function,

werevised our risk strategy and adjusted the strategic

direction of the team through the implementation of a domain

specialist model. With an expanding team and new specialist

knowledge, these additional skills will broaden and deepen

our coverage of each core area of risk (domain) and enable a

more embedded risk management model across the business.

Good progress during FY2024

We continued to invest in the systems and tools that support

and enable risk management at Wise. This included the roll

out of our in-house incident management tooling system

across the organisation. This incident tool has significantly

improved feedback loops between risk controls and risk

assessments and enabled better data analytics to extract

deeper insights on incident root causes and monitoring of

trends and indicators across the Wise Group.

Another core area of investment, is our new governance,

riskand control (GRC) tool, currently being implemented

androlled out across Wise. The full roll out of the system

isexpected to be complete by the end of 2024. The new

system will help us to ensure our risk frameworks and

processes are aligned across markets, and better support

controls assurance work across Tier-1 risks.

Control Assurance & Control Testing

Capital & Liquidity Management

Domain Specialist Operating Model

Scenario Analysis & Stress Testing

Risk

Identification

– Wise Group

Risk Taxonomy

Control

Framework

Risk Assessment

(RCSA)

Risk Monitoring

& Oversight

Risk Governance

& Reporting

Policies & Procedures

Risk Strategy & Appetite

Risk Culture

Governance

This isn’t just a job,

we’re a revolution

We get

it done

Customers >

team > ego

No drama.

Good karma

Wise Mission & Strategy

Building on our risk culture at Wise

Alongside enhancements to our team and our systems,

wecontinue to see the benefits of a strong risk culture

throughout the organisation. Knowledge and understanding

of our risks within the first line of defence continues to grow,

while (through the continued implementation of our risk

strategy) the second line of defence is better equipped to

provided deeper partnership, insights and appropriate

challenge to the first line.

The changes we are making to enhance how we manage,

monitor and mitigate risk are bearing fruit throughout Wise.

Atall levels and across all departments, teams are making

riska priority part of all conversations and engaging more

constructively with our risk management activities.

Enterprise Risk Management Framework

The Wise Global Enterprise Risk Management Framework

(ERMF) defines how we identify, manage, report and govern

the risks the business faces. It enables oversight of risk

through a clearly defined governance framework and a three

lines of defence model. It sets out the roles and responsibilities

we all play in the management of risks at Wise, providing

clear accountability across all areas of the business.

How risk supports our strategy is a key enabler for our

mission, so we are refreshing our ERMF to align with this

newdirection and ensure it remains appropriate for

currentand future business needs.

Wise values

63Wise Annual Report and Accounts 2024

Risk management continued

Governance of risk

We have robust risk governance in place to oversee risk

management at Wise. The Wise Group Board is responsible

for monitoring the effectiveness of our risk management and

internal control systems and oversight of this has been

formally delegated to the Wise Group Audit and Risk

Committee (ARC).

The ARC reviews key trends and metrics relating to all

principal financial and non-financial risks, and also considers

key emerging risks that have the potential to impact our

mission. This oversight includes challenging management on

key actions to manage and mitigate risk and the embedding

of a positive risk culture across Wise. For more information

onthe role of the ARC within our wider governance structure,

see page 99.

In addition to the work of the ARC, the CEO has an

established Leadership Team (LT) and appropriate risk

governance structure, including a Group Risk Committee and

a Group Financial Risk Committee, with a number of sub-

committees established to focus on specific risks across the

Wise Risk Taxonomy. These risk committees support the CEO

and LT in monitoring key risk indicators, incident management

responses and risk appetite measures to determine the

appropriate points of intervention or Board escalation.

Operational

Risk

Committee

Wise Regional Boards

Regional Risk Committees & Local Calibration

Regulatory

Risk

Committee

FinCrime

Risk

Committee

Credit Risk

Group Financial Risk Committee (Assets & Liability Committee)

Wise PLC Board

Chair: David Wells

Chair’s Committee

Chair: David Wells

Remuneration Committee

Chair: Elizabeth Chambers

Disclosure Committee

Chair: Jessica Winter

Nomination Committee

Chair: David Wells

Group Non-Financial Risk Committee (GRC)

Emerging Risk &

Strategic Risk Forum

Prudential

CEO

Kristo Käärmann

Market Risk Liquidity

(Other Wise PLC

Board Sub-Committees)

(Delegated authority regarding all Audit & Risk Obligations)

(Financial Risk

Profile &

awareness

sharing for

information)

Wise Board + NEDs Group Risk Committees Regional Boards (NEDs for Au; EU)

Wise PLC Audit & Risk Committee

Chair: Ingo Uytdehaage

Strategic Report

As the material risk takers for Wise, all members of the LT

arepart of the Group Risk Committee and the Emerging

RiskForum. LT members also take key membership and

governance chair roles across the Assets & Liabilities

Committee, Operational Risk committee, Regulatory Risk

Committee and Financial Crime Risk Committees. Our risk

governance structure is also supported by regional risk

committees (and regional Boards in our major markets) that

consider our risk position in each location and support the

overall Group Risk Governance Framework in managing risk

across Wise through oversight and escalation.

Wealsohavededicated safeguarding and horizon scanning

forums that oversee and ensure we are protecting customers’

money appropriately and remain aware of upcoming

regulatory changes.

If high risks, or the need for management intervention, need

to be escalated, this takes place via the relevant risk committee

to ensure the LT and the ARC (as appropriate) are informed of

all key risks and mitigation activities.

Three lines of defence

Our three lines of defence (3LOD) model continues to serve us well in managing risks by establishing clear accountability

forrisk owners.

First Line of Defence

The first line of defence consists of the business units that generate the risks for Wise, and are responsible for identifying

the key mitigating controls and actions to manage these risks. Whilst all Wisers have a responsibility to manage the

risks we take, our first line teams are more specifically defined as those individual tribes and squads directly responsible

for performing day-to-day business activities and delivering our products or services to customers. First line’s primary

role is to identify, assess, and manage risks that may arise as a result of the work they do. This line is also responsible

for designing and implementing controls; adhering to policies and procedures; and monitoring risks at the operational

level. In the risk process the first line also has to articulate the effectiveness of the control environment.These Wisers

are our frontline. They have the most detailed knowledge of the risks and controls specific to their day-to-day work,

and the actions to manage them.

Second Line of Defence

Global Risk Management and Compliance oversight teams. This function enables the identification of emerging risks in

daily operation of the business by providing frameworks, policies, tools, and techniques to support risk and compliance

management. They have the ability to view risks at aggregate as well as granular level to help improve the visibility to

interconnected risks as well as advise proactively on patterns and themes requiring attention. They are independent to

the first line, with the ability to provide adequate challenge, oversight and support to ensure risks are well understood,

assessed and managed in line with the risk appetites set by the Board. They are responsible for establishing and

maintaining a risk management framework, developing policies and advising on procedures, supporting risk assessments,

and advising and monitoring compliance with applicable laws, regulations, and internal policies. The second line also

monitors and reports on risk exposures and the effectiveness of our controls.

Third Line of Defence

Internal Audit. This team operates independently from second line risk and compliance teams, and our first line teams.

Our internal auditors objectively evaluate the effectiveness of our risk management processes and provide assurance

to leaders and the Wise Group Board as to whether these are operating as they should. They assess the overall control

environment, identify control gaps or weaknesses, areas of non-compliance and issue findings for required improvements.

Internal audit also reviews the implementation of risk management practices and compliance with policies and regulations.

65Wise Annual Report and Accounts 2024

Looking ahead

Having mapped our risks according to our risk taxonomy,

weare focused on prioritising principal risks and uplifting

them. To that end, we are continuing our extensive work on

strengthening mapping controls and control assurance to

ensure we can provide continuing assurance to our Board and

stakeholders on the management of our risk environment.

To ensure we can adapt to the ever-changing risk environment,

we will look to take the refreshed considerations within our

ERMF across the business as part of a strategic programme

of work to manage risks appropriately and consistently wherever

Emerging and strategic risks

Our vigilance around our risk environment includes monitoring potential risks that could emerge and cause harm or present

challenges to our business, our employees and our customers. Emerging risks are defined as material, highly uncertain risks

thatdo not meaningfully impact Wise today but are unpredictable in nature and could evolve rapidly and unexpectedly to

become principal risks.

These are some of the emerging risks we are currently monitoring.

Risk Description

Increased geopolitical uncertainty

drives existing markets to become

more volatile

Wise's mission means we are exposed to potential risks arising from global

geopolitical events or political developments. These matters could have an adverse

impact on the Group through economic and financial risks, increased risk of

financial crime and sanctions, security risks as well as business continuity risks and

if these were to eventuate, it could impair or restrict our ability to operate in certain

markets. To mitigate this risk, we closely monitor global events on an ongoing basis

and take actions to proactively manage our business and serve our customers as

effectively as possible.

Artificial intelligence Artificial intelligence (including the use of large language models) is a fast evolving

and potential transformational technology. It’s too early to predict the full impact

and potential risks that will emerge with the evolution of this technology. There

may be areas such as cybersecurity and fraud where this technology may be

misused to create more sophisticated and harder to detect risks and we will

continue to monitor developments in this area.

With greater adoption of AI across the financial services industry, in terms of both

improving controls as well as operations, there are additional risks that may arise

as a result. The changing regulatory perception of AI, operational risks, model

failure risks as well as transparency and governance are potential areas we see

thiscould have an impact. As a result we are taking a measured and thoughtful

approach to the use of this technology in order to strengthen our controls and

improve the customer experience and are developing appropriate measures as

needed to manage any associated risks.

Risk management continued

Risk appetite

We take a structured approach to setting our risk appetite

against our principal risks to help Wisers understand the

boundaries of the risks we are willing to take in pursuing

ourmission.

In line with our efforts to ensure our approach to risk

management evolves and adapts with business needs,

wehave improved our approach to risk appetite statements.

Firstly, we are ensuring we have risk appetite statements for

all our significant risks, reflecting how our business currently

operates and evolves over time. Secondly, we have enhanced

our risk assessments by using both measurable risk indicators

and open control issues and incidents to evaluate how well

our controls work. Our statements are supported by specific

key risk indicators and metrics and are to be approved at

least annually by the Audit and Risk Committee.

We have also commenced a review of our risk appetite

thresholds across material risks. This will involve refining the

guardrails that we set to align with business growth and our

strategy, so we can support Wise to scale appropriately.

Scenario analysis and stress testing

Detailed scenario analysis and stress testing is conducted to

support the assessment of our capital and liquidity adequacy.

Any potential harms identified are categorised according to

potential stakeholder impact and materiality and then

assessed to determine the residual exposure after controls

are implemented. This work is supported by the efforts we

have undertaken to assess material harms and K-factors

relevant to our business and its operations.

This year, we have advanced our stress testing and scenario

analysis to further enhance the areas that could cause harm

to the business and use this insight to inform our prudential

requirements as well as control enhancements.

we operate. With the support of new tools enabling greater

visibility of global risks across the Wise Group, we will be able

to streamline risk management processes to ensure consistency.

Our focus on risk management is an essential part of enabling

the business to achieve its growth ambitions and strategy.

Byenhancing product governance and new market launch

controls, we can ensure any risks are well understood and

that any controls are adequate to support our growth plans.

Looking ahead, the risk management function will continue

toevolve to enable Wise to scale better, sooner and safer.

Strategic Report

Principal risks

FY2024 was another year of increasing our global risk maturity

across our key regions. We focused on several core initiatives

across our Risk Management Framework and continued

elevating the level of reporting to our Leadership Team (LT)

and Boards across the business.

Principal Risk Description + Mitigation Strategy Key Actions in FY2024 and FY2025

Compliance Risk – Regulatory Risk

Link to mission pillars:

Price

Speed

Convenience

Transparency

Regulatory compliance risk involves the risks we face if we

fail to comply with the laws and regulations applicable to

Wise, as a group of regulated entities with licences to

provide our products and services globally.

With over 65 licences across the world, we are required to

comply with laws, regulations, licence conditions, regulatory

guidelines and statements of policy applicable to our business

activities across several functional areas and jurisdictions.

These cover a wide range of topics, including how we govern

our business, safeguard our customers’ funds, and capitalise

and provide liquidity for our business to protect against

shocks or impacts from the materialisation of certain risks.

We also review how we embed consumer protection laws,

practices and procedures into our products.

We continued to invest substantially in our Risk Management

Framework to help us manage our regulatory compliance risk

more effectively.

In particular, we have:

• Increased monitoring and testing, as well as controls

assurance of our regulatory compliance risks. We have

expanded our first line and second line teams to enable

greater management and oversight, ensuring we have

good local regulatory knowledge across all markets

weoperate in

• Fostered greater ownership by management and

mitigation of regulatory risks within the first line

• Invested in regulatory change initiatives and enhanced

ourhorizon scanning processes

• Strengthened the relationships with all of our relevant

regulators and governing bodies, in line with our regulatory

engagement strategy. We regularly engage with regulators

on proposed market offerings and will continue to focus on

streamlining new licence and product launches at the

Group level

• Improved processes, controls and our technology

infrastructure

We are improving our understanding of the key areas that

should be a priority for management through:

• core initiatives in key areas like risk appetite frameworks

and risk and control self-assessment considerations across

our Enterprise Risk Management Framework (ERMF)

• revising our ERMF, which governs our approach to risk,

isoverseen by our Board and positions Wise for further

scale and growth

• uplifting our broader control environment across our

Principal Risks within our ERMF

• enhancing our current operations and support as we

continue to grow and regulatory complexity increases

Our main focus across the Group has been making sure that

risk management activities associated with the Principal Risks

(representing the material risks for Wise according to

exposure and control effectiveness) remain a priority for all

three lines of defence. Throughout the year, our Risk

Programme has remained a focal point and priority area of

management oversight. As part of this, we have looked more

broadly across our Principal Risk environment and made

significant improvements across our control environments.

Despite our progress, we will always seek to enhance our risk

management processes throughout the year.

67Wise Annual Report and Accounts 2024

Risk management continued

Principal Risk Description + Mitigation Strategy Key Actions in FY2024 and FY2025

Compliance Risk – Regulatory Risk continued

Globally, the range of regulatory requirements Wise must

meet is dynamic, with regulators and policymakers in

different jurisdictions introducing new or modified

requirements over time. We need to identify those changes

early on and implement them. Regulatory risks could result

in regulatory penalties and impede our ability to grow

operations, maintain licences and/or expand market

offerings. We strive to abide by all regulatory obligations at

all times. Inthe event that gaps are identified, we aim to

remediate these promptly and (where appropriate)

informing key regulators. We have a global view towards

compliance, and continue to invest in global and regional

teams, processes and infrastructure to meet these demands.

Overall, the complexity ofthe regulatory risk landscape

weoperate within continues to increase because of:

• Expansion into new markets and products. We anticipate

further challenges with new markets and their local

regulation yet to be exposed to the products that we offer

at scale. In some jurisdictions, the regulatory environment

that governs our products is still evolving and our product

offering may be unique.

• Increasing regulatory scrutiny for our existing markets.

As our volumes, customer base and number of transactions

grow, we face an increased volume of regulatory

engagements and requests for information. We satisfy these

by providing information and materials in a timely manner,

as well as by giving clarifications promptly as required.

• Ongoing regulatory change. We deploy horizon scanning

globally to ensure that we are aware of developments in

regulation, making changes to adhere to the new regulatory

requirements. During FY2024 (and ongoing) we observed

an increase in Operational Resilience requirements in the

EEA, Australia and the UK, which is becoming a focus

areafor regulators globally. We anticipate that further

investment is needed in this area.

Compliance Risk – Conduct Risk

Link to mission pillars:

Price

Speed

Convenience

Transparency

At Wise, conduct risk considers that our actions and/or

behaviours (either as individual Wisers or as a company)

could lead to poor customer outcomes and/or impact

market stability.

Conduct risks relevant to Wise include (but are not

limitedto):

• providing inadequate information to our customers

leading to mis-selling of Wise products

• providing services that are not well designed for our

target market, causing bad customer outcomes

• having inappropriate procedures and controls that may

lead to manipulating or distorting market prices by insider

trading or market abuse

Conduct risk is managed through a combination of policies,

procedures, controls and training for employees aimed at

promoting ethical behaviour, compliance with regulations,

good governance, the fair treatment of customers and fair

dealing in the market.

In 2023, we rolled out consumer duty across our UK markets

in line with the consumer duty regulations set out by the

Consumer Principle. This provides a high-level expectation of

conduct and associated outcomes. We continue to enhance

our controls and oversight of customer outcomes. We have

improved our marketing controls and significantly invested in

complaints handling processes globally. Additionally, we have

embedded further enhancements to our global conflicts of

interest management to identify, mitigate and manage

conflicts of interest effectively.

We are improving our marketing controls to ensure Wise

products are marketed accurately and transparently so that

customers can make informed choices. Significant investments

were made to the complaints handling procedures globally to

make it easier for customers to complain and ensure timely

root cause analysis and rectification of issues.

Strategic Report

Principal Risk Description + Mitigation Strategy Key Actions in FY2024 and FY2025

Financial Crime Risk

Link to mission pillars:

Price

Speed

Convenience

Transparency

Financial crime risk covers any failure on the part of the

business to detect and prevent customers using our

services for financial crimes, such as money laundering,

bribery and corruption and other fraudulent activity. When

considering the associated risks of financial crime, we must

comply with anti-money laundering (AML) and counter-

terrorism financing (CTF) regulations and sanctions.

The financial crime risk landscape is constantly developing.

Increasingly sophisticated criminal activity paired with a

broader scope of regulatory requirements make it

challenging to identify, escalate and mitigate risks.

Financial crime risk is particularly significant to us due to the

speed, convenience and nature of the payment services we

provide customers.

As the scope and complexity of our products increase,

wemay attract criminals attempting to exploit our services.

If this risk materialises, it could also impact our regulatory

compliance and damage our reputation within the industry

and with our customers or regulators. It could also result

infinancial loss to our customers and the business.

We deploy a multifaceted approach to identify and mitigate

financial crime risk:

• Customer due diligence measures to ensure we know

whoour customers are and how they utilise our services

• Sanctions screening ensures that prospective and

existing users of the Wise platform are not subject to

agovernment sanction

• Transaction monitoring monitors the transactions

entering and exiting the Wise platform

• Additional risk-based controls and heightened measures

that may be automatically enacted based on a customer’s

unique risk profile

• Training programmes for all Wise employees

We actively engage with multiple national financial crime

intelligence units and regulatory partners to make sure our

overall control environment is in line with best practices and

emerging trends.

The risk of financial crime has and will continue to increase

as our product offering and geographical footprint continue

to expand, during a time when geopolitical developments are

volatile and the world continues to experience the impact of

rising global conflicts. During this time we have continued to

invest in improving our controls that mitigate the risk of

financial crime and help prevent a material impact on our

business model. These measures included:

• Continuing to invest in our machine learning capabilities

toidentify and flag potential evidence of financial crime

within our environment and implementing a machine

learning based AML risk scoring solution globally for all

ofour customers

• Implementing additional measures to protect our

customers from all scams, including Authorised Push

Payment scams and ensuring readiness for future

regulatory change in this area

• Continuing oversight by Internal Audit and compliance

monitoring teams of our overall control framework as well

as focused external audits performed at our request.

Thisindependent oversight over systems and controls

improved their quality and effectiveness

• Further refining our onboarding controls, specifically

leveraging liveness and machine learning technology

toenhance our processes

• Continuously and proactively working to identify

vulnerabilities within our sanctions control environment

tomitigate the risk of Wise being used to evade global

sanctions, taking into consideration the rapidly and

dynamically evolving global environment driving

substantial change to global sanctions programmes

• Taking best practices from our global approach to

combating financial crime and applying these to new

regions and markets

We will continue to enhance our financial crime risk

management capabilities throughout FY2025. Our plans

include further investment in machine learning for

transaction monitoring, fraud detection and customer risk

scoring and continued investment in our Financial Crime

operational teams.

69Wise Annual Report and Accounts 2024

Risk management continued

Principal Risk Description + Mitigation Strategy Key Actions in FY2024 and FY2025

IT Systems and Infrastructure Risk (incl. IT general controls)

Link to mission pillars:

Price

Speed

Convenience

Transparency

Systems infrastructure risk pertains to the design,

development and availability of our systems or data that can

impact our ability to process transactions and reliably serve

customers. This could occur through our approach to recovery

and backup, capacity constraints, the failure or corruption

ofcritical technology and data feeds, or compromisation of

physical hardware. ITGCs (IT general controls) risk relates

tothe potential misappropriation of assets or misstatement

of financial statements as a result of inadequate controls

over our internal systems. Specifically, it highlights the risk

that we may not prevent or detect the unauthorised access,

use, or change to data or systems. Italso considers the risk

of failing to appropriately back up our systems and the

subsequent impact that this will have.

We are committed to improving the reliability and resilience

ofour IT systems and infrastructure. We want to ensure that

we can continue successfully delivering our products and

protect our customers from disruption.

We manage our systems through a shared accountability

model between our product engineering, platform

infrastructure and security teams. Our key mitigation

strategy focuses on:

• Improving our system resilience and examining how

products are developed, delivered, and maintained to

provide stable and secure services

• Applying a change management process that enforces

accountability when using secure coding standards,

andfortesting and approval of changes before we

launchnewfeatures or products

• Ensuring access to our systems is granted in a controlled

manner and only to users who require it through a tailored

identity and access management programme

• Utilising automated controls to enforce segregation of

duties across select higher risk processes, and detective

monitoring mechanisms to identify unauthorised activities

We have made further progress with our ITGC control

framework throughout FY2024. We implemented additional

security measures across our product change lifecycle and

have further improved testing andapproval controls. We also

enhanced processes around the identification of unauthorised

or potentially suspicious activities within our applications.

As we continue to develop and embed these controls,

ourefforts will be focused on:

• Improving our redesigned access management process

with a focus on assurance and reconciliation in our key

systems and infrastructure. In addition, we will extend the

controls to lower critical systems to again reduce risk

• Implementing additional measures to enforce robust

segregation of duties, through automated controls where

possible, to reduce the risk of error or fraud

• Improving our threat management capabilities and ongoing

monitoring processes

In FY2025, we will explore a further reduction of sensitive

access privileges. We will also assess our monitoring processes

to ensure we remain vigilant in identifying unauthorised or

potentially suspicious activities across our systems.

As ever, we will take a proactive approach to maturing our IT

control environment, with a focus on mitigating the risk of

errors or fraud while driving accountability within our teams

to manage a robust control framework.

Strategic Report

Principal Risk Description + Mitigation Strategy Key Actions in FY2024 and FY2025

Security Risk

Link to mission pillars:

Price

Speed

Convenience

Transparency

Security risk refers to the effectiveness, availability, integrity

and security of IT systems through the risk of either external

or internal security compromise. The almost exclusively

digital nature of our business means that security risks are

particularly acute. They are central to our operational

considerations – even where risk appears minimal.

Key mitigation of security risks requires maintaining a robust

security maturity assessment, as well as plans for continuous

improvements. We carry out regular penetration tests and

simulated attacks to ensure our controls can identify

weaknesses, and we are continually evaluating and

mitigating external threats.

Our detection capabilities monitor and inform when there

are system attacks. If this happens, our comprehensive

incident response procedures help us respond with speed.

We have a robust training programme that ensures our

employees can recognise and report evolving threats.

We also communicate the evolving security risk landscape

– and our mitigation efforts – to our customers.

Our workforce increasingly relies on virtual security

infrastructure. It is important that we continue to raise

awareness of potential threats and implement secure

measures for remote working.

We are always looking to improve our security protocols

tofurther reduce the risk of security breaches. Our Security

team engages in regular internal vulnerability simulations

totest our staff’s handling of various forms of attacks.

Thismeans we can be confident that we have measures

inplace to identify, escalate and prevent material threats

tothe system infrastructure.

We are also making enhancements to our vulnerability

management programme. This will improve the speed at

which we can identify and mitigate potential threats.

Data Privacy Risk

Link to mission pillars:

Price

Speed

Convenience

Transparency

Data privacy risk involves the rights and freedoms of users

through the improper use or disclosure of their personal

information. We are subject to data privacy laws and

regulations across the jurisdictions we operate in. As the

business continues to enter new markets, there will be new

regulations to consider.

The EU GDPR (General Data Protection Regulation) is one

ofthe most comprehensive privacy regulations. We apply

itsstandards across our global operations. We also make

additional enhancements where required to comply with

local privacy regulations.

All employees are trained so that they can identify privacy

risks and take appropriate action. Wise has adopted ‘privacy

by design’ principles and our product teams are trained on

how to embed transparency and user choice in our products.

Our dedicated Privacy team provides advice and challenge

to teams across Wise.

The data privacy regulatory landscape is constantly evolving,

with new and updated regulations being enacted across

many of our key markets. It is essential that we are

adaptable in our approach.

The Privacy team continuously monitors regulation changes

and works with industry bodies and our own Government

Relations team to protect customers and ensure consistency

across jurisdictions.

Artificial intelligence (AI) presents significant opportunities

for us to improve the efficiency and quality of our processes.

It can also pose privacy risks and we have processes in place

for risk assessment of AI use cases and use of third-party

generative AI tools. We continue to build out governance to

ensure we maintain customer privacy, fairness, transparency

and trust in our adoption of AI.

In FY2025 we will strengthen our data privacy governance,

monitor emerging and evolving privacy regulations across

our markets and enhance our privacy control effectiveness

monitoring as we continue to grow.

71Wise Annual Report and Accounts 2024

Risk management continued

Principal Risk Description + Mitigation Strategy Key Actions in FY2024 and FY2025

Financial Risk – Market Risk (FX)

Link to mission pillars:

Price

Speed

Convenience

Transparency

Market Risk is the potential losses arising from adverse

market movements in variables like exchange rates,

interestrates and other asset prices.

Our most material market risk exposure is to FX exposures

on non-GBP currency balances. The exposures can arise as

a result of Wise’s product offerings including (but not limited

to) customer remittances, Wise Account balances etc.

Any material losses we incur due to FX exposures can have

a significant impact on prices offered to customers across

products. We manage the FX risk arising from open FX

exposures using financial derivatives to reduce the

likelihood of incurring any material losses.

Owing to the structure of Wise’s product offerings and the

number of currency routes we support on remittances,

weneed to manage our FX risk proactively. We currently

employ various risk management tools that help us act

swiftly to manage both exposures and any expected/

unexpected market volatilities.

We manage FX risk in line with our board approved FX policy.

The risk appetite is set based on Value-at-Risk (VaR) models

that estimate max one day losses and absolute Net Open

Currency exposure levels. Alerting and monitoring is in place

to ensure any breaches to these risk limits and/or thresholds

are escalated to relevant contacts and reviewed immediately.

As our product evolves we are adapting and improving our

approach to FX risk management. In FY2024 we made

improvements across several domains, in particular:

• Hedging capabilities

• Reducing FX trade costs, by onboarding additional

counterparties and achieving better terms with

existingcounterparties

• Deploying third-party trading platforms and improving

analytics around FX risk

These have impacted on our KRI metrics and have helped

improve pricing for customers.

In FY2025, we aim to build on these efforts by continuing to

improve our overall capabilities to better manage our FX risks

and the cost to do so. We want to remain on track to reduce

FX costs and improve customer offerings, while operating

within a robust control framework.

Financial Risk – Market Risk (Interest Rate)

Link to mission pillars:

Price

Speed

Convenience

Transparency

Market risk from interest rates is the risk of losses arising

from changes in the value of assets and liabilities onthe

balance sheet due to changes in interest rates.

Our main interest rate exposure arises from the portion

ofsafeguarded assets held in the form of highly rated

government bond investments. Bonds are market

instruments that have fixed interest rate exposures and

hence subject to change in market value with movement

ininterest rates. Depending on the movement in interest

rates and valuation, there is a direct impact on our capital.

For example, an increase in valuation leads to a proportional

increase in capital and vice versa.

We manage our bond investments in line with our board

approved investment policy, which outlines our bond

investment mandate in terms of credit rating, tenor and

average duration for the bond portfolio.

We also manage our interest rate risk arising from bonds

inline with our agreed risk appetite calculated as a stress

shock on interest rate risk measure (IR01) arising from the

bond holdings as percentage of our Group Eligible Capital.

Bond investments contributed to a significant portion of our

overall net interest income in FY2024.

We manage our investment allocation using external asset

managers. Through FY2024 our balances across entities

have grown. We have been mindfully allocating excess

available liquidity to our bond portfolio and will continue to

do so in FY2025 while operating within our board approved

risk appetite.

Strategic Report

Principal Risk Description + Mitigation Strategy Key Actions in FY2024 and FY2025

Financial Risk – Credit Risk

Link to mission pillars:

Price

Speed

Convenience

Transparency

Credit risk involves financial losses caused by acustomer or

counterparty’s failure to meet contractual obligations. The

consequences of this risk may encumber customer funds,

with Wise covering any losses to avoid customer impact.

Wise does not engage in lending by offering overdrafts,

personal loans, corporate loans or mortgages – which are

key products open to credit risk.

Our credit risk exposures mainly arise from the placement of

customer and corporate funds with partner banks and

counterparties, as either cash deposits or investments or

receivables arising from the receipt of customer funds by

partners. In the event of default by one or more of these

counterparties, we are at risk of financial losses as these

funds might become unrecoverable.

To mitigate credit risk, we aim to only partner with high-

quality counterparties, including banks and non-bank

institutions. Generally, we use available public credit ratings

issued by internationally recognised credit rating agencies

to assess the credit quality of our partners as part of the

initial due diligence and ongoing review process.

For counterparties without such public credit ratings, we

have an internal credit assessment process performed

through analysing the financial andother information of the

counterparty or referring to external consensus ratings if

available.

Credit risk exposure is monitored at a counterparty level and

overall portfolio against our risk appetite. This is then

reported as part our internal risk governance process.

Our growth also means that our exposure to credit risk

increases too. Our approach must therefore evolve alongside

the growth of our business.

In FY2024, we established a specific Credit Risk Committee

and rolled out a credit risk management framework with a

set of standard credit limits based on the credit quality and a

process for internal credit assessments. We have also

updated our approach for the approval of bespoke credit

limits, and monitoring has also been enhanced.

73Wise Annual Report and Accounts 2024

Risk management continued

Principal Risk Description + Mitigation Strategy Key Actions in FY2024 and FY2025

Financial Risk – Liquidity Risk

RLink to mission pillars:

Price

Speed

Convenience

Transparency

Liquidity risk can arise if we are unable to meet our short-

term funding needs or cash obligations due to:

• A lack of available cash reserves

• Limited access to external funding sources

• An unexpected large outflow of cash

We operate in numerous countries and jurisdictions, each

with their own regulatory liquidity requirements. To ensure

universal compliance, we monitor all regulatory liquidity

requirements globally on an ongoing basis.

We also continue to utilise an Internal Liquidity Adequacy

Assessment Process (ILAAP) to define our risk appetite.

Thisprocess includes an assessment of liquidity outflows

over a number ofsevere, yet plausible, stress scenarios.

This ensures the business always maintains prudent levels

of liquid resources.

We continued to strengthen our liquidity stress testing this

year, with a focus on preventing customer harm and ensuring

that all regulatory (safeguarding) requirements are met.

Following the collapse of Silicon Valley Bank (SVB) and other

similar events, we undertook additional impact assessments

during FY2024. These have helped us further improve our

liquidity management already in place. Our primary focus

involved enhancing the monitoring, controls and governance

over product liquidity requirements toimprove overall

liquidity risk management, but we also increased our liquidity

supply agreeing an increase to our Revolving Credit Facility

from £300 million to £400 million.

In FY2025 we have already increased liquidity supply via a

new liquidity source and we continue to focus on

enhancements to product liquidity management. Specific

liquidity controls were built in FY2024 for two of our main

liquidity consuming products and these will be enhanced

during FY2025, alongside operational changes, to reduce the

BAU and stress liquidity requirements of these products. We

will also continue to improve our liquidity usage monitoring

and resilience of liquidity supply.

Fraud Risk

Link to mission pillars:

Price

Speed

Convenience

Transparency

Fraud risk is the possibility of the organisation, its

customers, or both, being subject to fraudulent activity. This

can come either from within (by Wisers) or externally (by

individuals abusing our services) and/or our customers while

they use our services.

Both internal and external fraud can have a significant

negative impact on the business by creating reputational,

operational and regulatory risk. They can also be damaging

to individual customers.

Our approach to fraud risk is to detect and prevent. We

recognise the risk fraud presents, and while we might not be

able to stop it completely, we want to take steps to lessen

its impact, while working to prevent bad actors from using

Wise for fraudulent activities.

In FY2024, we continued to invest infraud intelligence and

controls. We utilised our partnerships with external fraud

prevention firms to enhance our in-house detection and

maturing our fraud risk oversight to ensure prevention

controls remained effective.

We continued to build on our previous fraud risk-related

activity. We focused on the mitigation of the known threat

vectors of fraud and ensuring we are guarded against

potential threat vectors such as scams and account

takeover.

In FY2024, we also maintained focus on our control

framework for managing external and internal fraud risk.

We prioritised scam prevention as a key control initiative, by

implementing controls, processes and education to detect

and prevent scams. This helps to protect stakeholders while

demonstrating our trustworthiness in the marketplace.

Investment in public awareness campaigns and

in-product warnings to customers of potential scams is a

strategic effort to help safeguard or customers from this

ever-evolving risk.

Strategic Report

Principal Risk Description + Mitigation Strategy Key Actions in FY2024 and FY2025

Third-Party Risk

Link to mission pillars:

Price

Speed

Convenience

Transparency

Certain third parties are critical to ensuring that we are able

to offer our services to customers and operate our business

every day. These third parties include payment service

providers and financial institutions, as well as vendors that

perform outsourced tasks related to servicing customers.

A risk can arise if we fail to maintain or identify appropriate

third-party services and vendors. Should this happen, we

are vulnerable to reputational, operational, legal and

regulatory risk.

Third-party risk management also aims to address the risk

of overreliance on a particular payment provider or vendor,

without adequate redundancy. We aim to mitigate the

impact to our operations if there is along-term disruption or

reduction in service levels and no exitstrategy is in place, or

the third party chooses to exit our relationship.

To mitigate third-party risks, we implemented a

comprehensive Third Party Management (TPM) programme

that includes regular due diligence of the third parties via

Prevalent. The TPM team enhances the programme through

robust monitoring of the third-parties’ services, with clear

service level expectations and penalties for non-compliance,

and diversified relationships to avoid over-reliance on a

single provider. Additionally, we will continue to develop our

contingency plan that shows alternative solutions and exit

strategies in case of long-term service disruption or

termination of the relationship. This plan should be regularly

tested and updated to ensure operational resilience. By

proactively managing these relationships and preparing for

potential disruptions, we can minimise the Principle Risks

and deliver uninterrupted services to customers.

In FY2025, we will continue to enhance our team with

subject matter experts (SMEs). This is to ensure that due

diligence on third parties continues to be conducted both in

a timely and accurate manner. This will also enable us to

grow our capacity as we continue to expand the number of

third parties which we deal with. Our investment will focus on

enhancing:

• The capabilities of the tools we launched last year

(Prevalent)

• Building robust controls around several Internal Audit/

Regional Compliance Gaps Assessments

• Establishing dedicated team members to oversee these

processes

Additionally, we will conduct regional compliance, and

Internal Audit gap assessments around upcoming

regulations, such as the Digital Operational Resilience Act

(DORA), to identify and address any enhancements required

to meet the new standard. Further work on the Wise Group

third-party risk management policy (currently under review)

will help to codify these enhancements and expand the

scope of our policies and operations, thereby strengthening

our overall risk management framework.

75Wise Annual Report and Accounts 2024

Principal Risk Description + Mitigation Strategy Key Actions in FY2024 and FY2025

Operations Risk & Customer Experience

Link to mission pillars:

Price

Speed

Convenience

Transparency

This is the risk that occurs if we ever fail to provide good

quality customer service, support and outcomes throughout

the customer lifecycle. We must prioritise the right projects

to meet market needs impacting growth and make sure that

any product changes are made following the correct

governance processes.

We primarily mitigate this risk through two main pillars:

1. The strength of our product development process

This pillar is designed to ensure that we capture the best

outcomes for our customers. By focusing on this area, we

are maintaining high standards of product design while

deploying new products that meet customer development

needs at every stage of the product lifecycle.

To execute this, we focus on a number of key metrics

including our NPS score, customer feedback and our

regulatory environment during the design stage. We also

ensure rigorous challenge and feedback is undertaken on

our solutions to customer problems and how these

solutions are contributing to our mission.

We stagger the release of new products, starting

internally with team members, then to a small number of

customers, and eventually expanding to more customers.

In doing so, we aim to make the universal implementation

of these features as smooth as possible while allowing for

quick rollbacks if needed.

Following release, we undertake automated testing and

monitoring to ensure updates or changes are effective.

We also implement alerts for our on-call teams in case

something isn’t working as expected.

2. Focusing on quality customer service and reducing our

contact volumes

We use data to capture the direct and indirect effects on

our customers as a result of any changes we make. We

have a dedicated team monitoring the rate of customers

contacting us, as this helps us to understand where our

areas of higher risk exist. This provides a feedback loop

to our support teams on insights we gather from this

monitoring and any recurring challenges that our

customers are facing.

During FY2024, our Customer Experience team underwent

anorganisational redesign, moving to a levelled support

model. This enables our agents to specialise and improve our

resolution rate and increase our answer speed on both email

and phone, improving the customer experience in the event

they have to get in contact with us.

We have built out our vulnerable customer team to monitor

and ensure we are servicing these types of customers

appropriately.

Dedicated product teams will continue to focus on solving

the root causes that arise from our customers having to get

in touch in the first place (our contact rates). These

dedicated teams manage our contact rates and regularly

identify and manage potential solutions within the product

space to minimise our contact rates and ensure our

customers have asmuch ability as possible to self-serve.

Risk management continued76

Strategic Report

Principal Risk Description + Mitigation Strategy Key Actions in FY2024 and FY2025

Partner Risk

Link to mission pillars:

Price

Speed

Convenience

Transparency

Wise’s payment infrastructure relies significantly on our

underlying partnerships with financial institutions who

provide payment rails. Partner risk is related to the

maintenance of our strategic partnerships and retaining

sufficient levels of redundancy to ensure the continuity of

services to our customers.

Our biggest priority to mitigate partner risk is to directly

connect to local payment systems where feasible. We

identified key markets in which it is critical we get direct

access and have been executing on the pathways to get

access including through submitting relevant licence

applications to regulators, and connecting to the payment

systems where licences have been granted. Where direct

access is not yet feasible, the Banking and Government

Relations teams are undertaking constant efforts to discuss

pathways for non-bank access with policymakers.

Given that direct access is our medium and long-term

strategy to reduce our partner risk, we need to continue our

ongoing efforts to reduce partner risk in the shorter term.

In the last 12 months we have seen partner risk materialise

due to ours (or our partners) evolving risk appetites or

business focus. We have been able to manage this risk

without significant impact on our business or customers, but

we continue to enhance our partner risk management.

We are developing monitoring frameworks to identify how to

manage and reduce our partners’ risk perception of Wise. We

are also strengthening our relationship management with

partners – including regular business reviews to ensure

transparency between both parties to address ongoing

concerns and opportunities.

In parallel, a key strategic priority for regional teams is to add

new partners to have redundancy in place, especially in our

largest and growing markets. In FY2025, the regional teams

will continue reviewing our current levels of redundancy and

identify where additional partners are required. Where this is

the case they will identify, contract and integrate with

additional partners.

77Wise Annual Report and Accounts 2024

As required by provision 31 of the 2018 UK Corporate

Governance Code, the Directors have assessed the future

prospects and the viability of the Group for a period

significantly longer than 12 months from the date of

approving these Group Consolidated Financial Statements.

The assessment period

The Directors have determined that a period of 3 years

until31 March 2027 is an appropriate period over which to

provide the Board’s Viability Statement. This period is a

longerperiod than the period used to assess going concern

but is considered an appropriate time frame by the

Directorsbecause:

• it is within the period covered by the Board’s strategic

planning process;

• forecasts beyond 3 years could reasonably be expected to

be less accurate and therefore of less value in assessing

prospects and viability.

The assessment of prospects

The Directors have assessed the Group’s prospects through

areview of its recent financial performance (pages 34-39),

the Group’s product offering and mission pillars (pages 12-29)

and the principal risks the Group faces (pages 62-77).

The prospects of the Group are considered as part of its

financial planning process led by the CFO in conjunction

withthe Leadership Team (LT) and other relevant functions.

This occurs annually and consists of a detailed review of

forecasted financial performance, cash flows, liquidity and

capital position with base, low and high case outputs.

Viability Statement

The Group’s prospects are reviewed against regulatory

capital and liquidity requirements and ongoing compliance

with the 6-monthly financial covenants attached to the RCF.

The most recent financial plan was approved bythe Board in

April 2024.

As set out in the Audit and Risk Committee (ARC) report on

pages 99-103, the ARC reviews and discusses with the LT

those sections that support the assessment of the Group’s

going concern and viability.

The assessment of viability

The Group’s base forecast is its best assessment of the

future performance of the business. The Board recognises

that stress testing of the Group’s business plan is a key risk

management tool. Stress testing is used by senior

management and the Risk Management function to ensure

the robustness of the base plan, highlight key risks to its

execution, and identify clear mitigation plans if the risks

wereto crystallise.

The assessment of viability has been based on the impact

ofsevere but plausible scenarios for the principal risks

described on pages 62-77. Two distinct scenarios were

modelled assuming one or more of these principal risks

occurred within the assessment period. Growth drivers were

adjusted in line with the below scenarios whilst operating

costs were either increased in line with the below scenarios

or kept in line with the base forecast assuming no mitigating

actions. The impact was quantified and tested against the

Group’s capital and liquidity requirements.

The table below summarises the scenarios modelled by the Group:

Scenario Description

Principal risks

addressed in the

scenario

Market-wide

stress – Severe

recession/

economic

slowdown

• Assumes that weak global growth leads to volatility in the major currency markets

• This is followed by poor economic conditions during FY2025 which leads major

central banks, including the Federal Reserve, the European Central Bank and the

Bank of England to cut interest rates in an attempt to revive growth

• Uncertainty in financial markets and potential failures of competitors results in

reduced customer confidence in Wise

• Low economic growth, as well as high global unemployment rates also lead to

weakened demand for Wise’s product offering

• Market risk (FX)

• Product risk

(product losses)

Idiosyncratic

-Cyber attack

• Wise is subject to a cyber attack which impacts customers’ data

• This leads to significant customer withdrawals from Wise accounts as well as a

significant increase in customer contacts

• Reputational damage and loss of market’s confidence in Wise results in lower

customer activity and volume throughout FY2025

• Additionally, Wise faces increased scrutiny from its regulators and has to pay

significant fines from the above incident

• Security risk

• Data privacy risk

• Regulatory risk

• Credit risk

• Third-party risk

• Liquidity risk

Viability Statement78

Strategic Report

Under these scenarios, the Group is able to meet its capital

and liquidity obligations before considering any mitigating

actions and continue operating within its financial covenants

throughout the assessment period, despite a reduction in

operating profits. This reflects the resilience of the Group and

its robust financial model of profitable and sustainable growth

alongside the existing headroom to both the capital and

liquidity requirements.

Should the ultimate impact of the scenarios on growth and

profitability be more significant than envisaged, management

has several actions which can be taken to ensure capital,

liquidity and debt covenant requirements are met. These

include, but are not limited to:

• operating cost reductions to align the cost base with

anysuppressed volumes, for example limiting hiring or

salary increases

• reduced customer acquisition marketing spend

• reduced benefits paid to customers

• raising fees charged to customers

Reverse stress test

The Directors also reviewed the results of the reverse stress

testing performed to provide an illustration of the customer

activity decline in the case of an unpredictable but significant

event that would result in Wise no longer being viable.

This,specifically, would be the earlier of: insufficient working

capital, insufficient regulatory capital, or insufficient

regulatory liquidity resources. The scenario demonstrated

that the Group’s operating model can sustain a material

reversal in volume growth alongside continued investment

inoperating costs in line with our growth plan.

The stress scenario is deemed implausible as (a) Wise has

grown volumes consistently year over year through all stages

of the business cycle, (b) Wise has a strong base of existing

customers, and (c) investment is going into improving and

expanding the products and services we offer. Furthermore,

management would have warning signs of the volume and

profitability deterioration as costs rise ahead of revenue

growth. Any warning signs would be identified and escalated

appropriately as part of management reporting and internal

monitoring processes, which include regular capital and

liquidity monitoring. This process would give sufficient time to

implement appropriate management action to extend the

viability period.

Viability Statement and going concern

Based on the assessment above, the Directors confirm that

they have a reasonable expectation that the Group will be

able to continue operating and meet its liabilities as they fall

due over the 3-year period until April 2027.

Going concern

Furthermore, following the review of the stress testing

results, the Directors also considered it appropriate to

prepare the financial statements on the going concern basis,

as explained in the Basis of preparation paragraph in note 1

tothe Group Consolidated Financial Statements.

79Wise Annual Report and Accounts 2024

Non-financial

and sustainability

information statement

The non-financial and sustainability information statement provides an overview of topics and related reporting references as

required by Sections 414CA and 414CB of the Companies Act 2006. The below table and information it refers to is intended to

help Wise Owners understand our position on key non-financial information matters.

Reporting

requirement Policies and standards which govern our approach

Where to find more

information in this report Page(s)

Environmental

matters

Environmental & social impact strategy – is a strategy covering

our climate and our social impact initiatives in a hybrid of what

other companies might call Environmental, Social and Governance

(ESG) and Corporate Social Responsibility (CSR).

Climate-related disclosures – we are currently developing our

climate related disclosures, in line with applicable legislation.

The ESG section sets out further detail on this progression,

including Wise’s statement on compliance with the Task Force on

Climate-Related Financial Disclosures.

ESG at Wise

TCFD

s172 statement

48 to 55

56 to 59

60 to 61

Human rights

Modern slavery statement – is our commitment to ensuring that

slavery and human trafficking are not taking place in any part of

our business or supply chain.

Privacy and data protection – sets out Wise’s approach to

protecting the personal data and privacy rights of our customers,

employees and other stakeholders.

ESG at Wise

s172 statement

48 to 55

60 to 61

Our people

Code of conduct – sets high standards and principles for how

Wisers should behave and treat each other.

Health and safety policy – clarifies Wise’s approach to health and

safety management.

Diversity, equity and inclusion – outlines Wise’s commitment to

aworking environment that is diverse, equitable and inclusive.

Anti-bribery and corruption (ABC) policy – sets out Wise’s

responsibilities, and those of all representatives of the Wise Group

of companies in observing and upholding our position on bribery

and corruption; and to provide practical guidance to Wisers on how

to recognise and deal with bribery and corruption red flags.

Whistleblowing policy – clarifies how Wisers report any suspected

instances of wrongdoing.

Delegation of authority policy – defines the process for assigning

authority to employees.

Conflicts of interest policy – ensures that all Directors adhere

tothe highest standards of behaviour with regard to conflicts

ofinterest.

Wiser complaint/grievance process – sets out the formal process

for filing a complaint regarding another Wiser.

Conflict resolution process – sets out the informal process for

resolving conflict between Wisers.

Our people

s172 statement

40 to 47

60 to 61

Non-financial and sustainability information statement80

Strategic Report

Reporting

requirement Policies and standards which govern our approach

Where to find more

information in this report Page(s)

Social matters

Group Third Party Management Policy – a global internal policy

forall Wise Group entities, adapted to local regulations. It aims to

provide strong guidelines and practices for governance and

regulatory compliance regarding the risks in onboarding,

managing,reviewing, and offboarding third-party arrangements.

Charitable donations process – summarises the ways that Wisers

can get involved in disaster relief and charitable donations.

Complaints policy – describes the process for resolving customer

complaints efficiently.

Customer Care policy – it is a policy implementing the

ConsumerDuty and setting out expectations on how customers

should be treated.

ESG at Wise

s172 statement

48 to 55

60 to 61

Anti-corruption

and anti bribery

Anti-bribery and corruption (ABC) policy – sets out Wise’s

responsibilities, and those of all representatives of the Wise Group

of companies in observing and upholding our position on bribery

and corruption; and to provide practical guidance to Wisers on how

to recognise and deal with bribery and corruption red flags.

Regional anti-money laundering policy – the purpose of Wise’s

AML/CTF policy is to establish measures and procedures within

Wise to detect, prevent, and report activities that may involve

money laundering, terrorist financing or other financial crimes.

Thepolicy helps to ensure compliance with regulations,

mitigatesrisks, and outlines responsibilities and accountability

forWise employees.

Sanctions policy – defines the controls to protect the Wise Group

by ensuring compliance with all applicable sanctions laws, orders

and regulations, as well as detect, prevent and deter attempts to

use Wise to circumvent sanctions.

Enhanced customer due diligence manual – establishes EDD

procedures which strengthen Wise’s KYC framework and look to

ensure compliance with relevant regulatory requirements for

customers who require a higher level of due diligence.

Financial crime oversight escalation and approval policy – this

policy outlines the framework for handling escalated issues related

to financial crime risks at Wise. It defines the roles, responsibilities,

and procedures for oversight and 1

Line, ensuring escalation of

significant fincrime issues or control failures, appropriate

approvals, and effective oversight to maintain compliance with

regulations and mitigate financial crime risks.

Politically exposed persons manual – summarises the regulatory

requirements and best practices applicable to politically exposed

persons (PEPs) and to describe in detail the compliance

programme on how PEPs are identified, onboarded and monitored.

ESG at Wise

Risk Management

48 to 55

62 to 77

Non-financial information

Where to find the information

within our Strategic Report

Our business model

32 to 33

Principal risks and impact on business policy

67 to 77

81Wise Annual Report and Accounts 2024

Governance at a glance

Meeting attendance for FY2024

During the financial year, we held a number of scheduled meetings of the Board and each of its committees, shown inthe table

below. A number of ad hoc meetings of the Board and its committees were also held as and when required.

Board

4 meetings

Nomination Committee

4 meetings

Remuneration Committee

4 meetings

Audit and Risk Committee

6 meetings

David Wells 4/4 4/4 4/4 n/a

Kristo Käärmann

2/4 2/4 n/a n/a

Clare Gilmartin

4/4 2/2 1/1 6/6

Terri Duhon 4/4 n/a n/a 6/6

Alastair Rampell 4/4 n/a n/a n/a

Hooi Ling Tan 4/4 4/4 n/a n/a

Ingo Uytdehaage 4/4 n/a 4/4 6/6

Elizabeth Chambers 4/4 n/a 4/4 n/a

Former directors

Matthew Briers

3/4 n/a n/a n/a

1. As announced on 10 May 2023, Kristo Käärmann took sabbatical leave from September 2023 until December 2023.

2. Clare Gilmartin stepped down from the Remuneration Committee and was appointed as a member of the Nomination Committee on

18 September 2023.

3. Matthew Briers did not attend the Board meeting held on 6 March 2024 as it was held in Singapore and he was unable to travel.

The Group Company Secretary and General Counsel are regular attendees at Board meetings and members of the LT attend at the invitation of the

Chair. Other directors and members of the LT attend committee meetings at the invitation of the relevant committee chair. More information is

available in the individual committee reports on pages 96 to 115.

Governance highlights

Board changes

• Elizabeth Chambers was appointed as an

Independent Non-Executive Director on 19 April

2023.

• Clare Gilmartin was appointed as Senior

Independent Director on 19 April 2023.

• Following the resignation of Matthew Briers

on 25 March 2024,

Emmanuel Thomassin

will join the Board and

take up the position

of Chief Financial

Officer in October

2024.

Average tenure

of Board

members

2.7

years

Women on

the Board

50%

Women on the

Leadership

Team

30%

Women in

senior leader

positions

32%

Workforce

engagement

sessions

• Elizabeth Chambers was appointed as Chair of the

Remuneration Committee on 18 September 2023.

• Clare Gilmartin stepped down from the

Remuneration Committee and joined the

Nomination Committee, both with effect from

18 September 2023.

Committee changes

Governance

Skills and experience

Board skills are regularly reviewed by the Nomination Committee and used for

succession planning.

Tenure

2-3 years

3-4 years

1-2 years

Composition

Non-Independent Non-

Executive Directors

Chair

Independent Non-Executive

Directors

Board composition, skills and experience

Board and Leadership Team diversity

Ethnic diversityGender representation

Age

Board Board

Board

Leadership Team

White British or other White

(incl minority-white groups)

Asian/Asian British

Not specified/prefer not to say

Leadership Team

White British or other White

(incl minority-white groups)

Asian/Asian British

Mixed/multiple ethnic groups

Latin American

Men

30-39 years

40-49 years

50-59 years

over 60

Women Prefer not to say

143

134

6/8CEO/Business Leadership

8/8Strategy

6/8Financial services/Fintech

3/8Finance/Accounting

6/8Tech

5/8Regulatory

4/8People and Culture

4/8Risk

5/8Global Operations

6/8Customer

83Wise Annual Report and Accounts 2024

Guided by

our mission

board portal to foster collaboration and improve meeting

efficiency. We also held two meetings outside of London this

year – in Wise’s Tallinn and Singapore offices – to focus on

important growth markets and centres of employment. We

recognise that the rapid and global expansion of our business

makes understanding our regional centres, and maturing our

subsidiary governance, a key priority.

Risk

We operate in a fast-moving industry with an ever-evolving

risk landscape, making risk management essential to our

success. The Board, via the Audit and Risk Committee, has

continued its oversight of the Group’s risk and control

environment and development of its risk management

function. A key aspect of this was revising our top priority

risks to focus enhancement efforts. More information can be

found in the Risk management report on pages 62-77.

Our focus for the next financial year will be to continue

supporting the Board and the Leadership Team in delivering

long-term, sustainable value for the benefit of all

stakeholders. In the following pages, you will find information

on our Board, corporate governance arrangements, activities

across the year and reports from our Board Committees and

their Chairs.

I look forward to welcoming you at the Annual General

Meeting.

David Wells

Chair

13 June 2024

Chair’s introduction to governance

Dear Wise Owner,

On behalf of the Board, I am pleased to present the Corporate

Governance Report for FY2024, which focuses on our

governance arrangements, compliance with the UK Corporate

Governance Code and Board activities. It’s been a year of

continued transformation for Wise as we expanded our global

footprint, evolved and matured our risk management

framework, and continued to review and enhance our

governance arrangements.

Board and committee composition

It has also been a year of change for Wise from a leadership

perspective. As noted in my Chair’s statement (page 6) we

bid a fond farewell to Matthew Briers, our Chief Financial

Officer. I am very pleased to be welcoming his successor

Emmanuel Thomassin, who will join us in October 2024.

Emmanuel has a proven track record of scaling companies in

rapidly evolving industries – from startups to public

companies. In further development of our Board, we were

delighted to have Elizabeth Chambers, who joined the Board

in April 2023, take the Remuneration Committee chair in

September. Elizabeth is a seasoned remuneration committee

member and has brought exceptional expertise and insight to

the role. Her predecessor and our SID, Clare Gilmartin, joined

the Nomination Committee at the same time, adding further

independence and diversity of experience to that committee.

Effective meetings

As a Board we have continued to focus on best meeting

practice, using our annual evaluations to point us to areas to

strengthen. Meeting papers were significantly enhanced this

year, featuring more narrative content and clearer

presentation of key discussion and debate areas. Agendas

were revised to prioritise strategic topics and allocate

sufficient time for discussion. Additionally, we implemented a

Governance

Corporate Governance

Compliance Statement

We recognise that the highest standards of corporate

governance are required to support a successful business

and will help us achieve our strategic objectives.

As a company with a standard listing on the London Stock

Exchange, we are not required to comply, or otherwise

explain non-compliance, with the requirements of the 2018

UK Corporate Governance Code (UK CGC). However, we

have chosen to voluntarily adopt the UK CGC, demonstrating

the Board’s commitment to ensuring the highest standards of

governance. The Board is responsible for monitoring

compliance with the UK CGC and received updates

throughout the year on the status of our compliance.

Details of how the principles of the UK CGC have been

applied can be found on the pages referenced below,

throughout this Governance Report, the Strategic Report and

Committee Reports.

With the exception of the areas listed below, we comply fully

with the principles and provisions of the UK CGC. We will

continue to review our compliance going forward, in line with

the revised UK CGC published in January 2024.

The areas where we do not yet fully comply with

the provisions of the UK CGC

Principle or

Provision Status of compliance

Provision 17

(Nomination

committee

composition)

A majority of

members of the

committee

should

beindependent

Non-Executive

Directors.

On 18 September 2023, Clare Gilmartin was

appointed as an additional member to

strengthen the composition of the

Nomination Committee.

The Nomination Committee now comprises

50% independent Non-Executive Directors

and therefore does not meet the

requirement of Provision 17 as David Wells

is excluded from the independence

calculation. The Nomination Committee will

continue to review its composition and that

of the other Board committees to ensure an

appropriate balance of skills, experience

and independence.

Provision 20

(use of an

external search

consultancy for

the appointment

of the chair and

Non-Executive

Directors)

An explanation of our approach to the

selection process for new Directors, which

includes Non-Executive Directors, can be

found in the Nomination Committee Report

on page 98.

Provision 41

(under

Remuneration)

During the financial year, the Remuneration

Committee did not formally engage with

employees on Executive Director

remuneration (as required under provision

41). In line with our previous Annual Report

and Accounts, we continue to consider the

most effective ways to engage with our

employees to explain how executive

remuneration aligns with wider pay. For

more information, please refer to the

Remuneration Committee Report on pages

104 to 115.

UK Corporate Governance Code

1. Board leadership and company purpose

An effective Board 91

Purpose, values and culture 91

Governance framework and Board resources 91-95

Stakeholder engagement 60-61

Workforce policies and practices 42-47, 50-51, 60

2. Division of responsibilities

Board roles 94

Independence 92

External appointments and conflicts of interest 92

Key activities of the Board in FY2024 91-92

3. Composition, succession and evaluation

Appointments to the Board 96-98

Board skills, experience and knowledge 83, 86-88

Annual Board and Committee evaluation 93

4. Audit, risk and internal control

Financial reporting, external auditor and

internal audit

100-102

Review of the FY2024 Annual Report

and Accounts

100

Internal financial controls and risk management 67-77, 100

5. Remuneration

Linking remuneration with purpose and strategy 108

Remuneration Policy review 109-115

Performance outcomes in 2023 and strategic targets 111, 114

The key requirements under DTR 7.2 are covered in

greater detail throughout the Annual Report and

Accounts as follows:

• The Group’s risk management and internal control

systems are described on pages 62-77

• Information about share capital is presented in the

Directors’ Report on pages 116-118

• Information on Board and committee composition

can be found on pages 96-97 and information on

their operation is included across the Governance

Report and in the individual Committee Reports

• Information on Wise’s Diversity Policy can be

found on pages 44-45

Corporate Governance Compliance Statement 85Wise Annual Report and Accounts 2024

Board of

Directors

Our Board is an

experienced

entrepreneurial team

that considers all our

stakeholders while

fostering the long-term

sustainable success

of Wise.

The Board is collectively responsible

for the overall leadership of the Group,

setting its values and ensuring that

these align with Wise’s mission and

culture. The Chair leads the Board,

andthe CEO sets the strategy for the

Group and leads its implementation

with the LT. All of our Directors have

access tothe advice and support of the

Group Company Secretary.

At the time of approval of this Annual

Report and Accounts, the Board

comprised the Chair, an Executive

Director, a Senior Independent Director,

four Independent Non‐Executive

Directors and one Non-Executive

Director.

Kristo Käärmann

Chief Executive Officer

43, Estonian

Date of appointment

28 April 2021

Skills and experience

Kristo co-founded Wise in 2010 and

holds the position of Chief Executive

Officer. Prior to that, hewas a

consultant at Deloitte and PwC.

Kristo holds an MSc in Mathematics

and Technology from theUniversity of

Tartu.

External current appointments

Non-Executive Director ofTuleva

Tulundusühistu

Member of Nomination Committee Member of Audit and Risk Committee Member of Remuneration Committee Chair

David Wells

Chair

53, American

Date of appointment as Chair

8 December 2021

Skills and experience

David joined Wise as an Independent

Non-Executive Director in July 2019.

Before joining Wise, David served as

Chief Financial Officer at Netflix for 8

years, retiring in 2019 after nearly 15

years with Netflix. From 1998 to 2004,

David held various positions at Deloitte

Consulting and in the non-profit sector.

David holds a joint MBA/MPP Magna

Cum Laude from the University of

Chicago and a Bachelor’s degree in

Commerce from the University of

Virginia.

External current appointments

Board member and chair ofthe Finance

Committee of Innovations for Poverty

Action, Independent Non-Executive

Director and chair of the Audit

Committee of Hims/Hers and

Independent Non-Executive Director,

chair of the Audit Committee and

member of the Compensation

Committee of The Trade Desk.

Board of Directors86

Governance

Member of Nomination Committee Member of Audit and Risk Committee Member of Remuneration Committee Chair

Clare Gilmartin

Senior Independent Director

48, Irish

Date of appointment

18 June 2021

Skills and experience

Clare has been a high-growth

technology leader for over 20 years.

Before joining Wise, shewas CEO at

Trainline from 2014 to 2021, during

which time she expanded the business

internationally and led the business

through a private equity sale and an

IPO. Prior toTrainline, Clare spent 10

years growing eBay in Europe, after a

stint consulting at BCG.

Clare holds a Bachelor of Commerce

International from University College

Dublin.

External current appointments

Board Member and Chair ofthe

Compensation Committee at

GetYourGuide GMBH andTrustee at

Teach First

Alastair Rampell

Non-Executive Director

43, American

Date of appointment

18 June 2021

Skills and experience

Alastair joined Wise as a Non-Executive

Director in January 2018. He is a

General Partner at Andreessen

Horowitz, where he focuses on

financial services. Before joining

Andreessen Horowitz, Alastair co-

founded multiple companies, including

Affirm, FraudEliminator, Point and

TrialPay.

Alastair holds a BA in Applied

Mathematics andComputer Science

from Harvard University.

External current appointments

Co-founder and Board Observer of

Affirm, Inc., General Partner and Board

Member for multiple portfolio

companies at Andreessen Horowitz and

Board Member of Steadman Philippon

Research Institute

Terri Duhon

Independent Non-Executive

Director

52, American

Date of appointment

1 January 2022

Skills and experience

Terri is an Associate Fellow at the Saïd

Business School at Oxford University, a

motivational speaker for Speakers for

Schools and a frequent keynote

speaker on culture, diversity and

corporate purpose. She started her

career at JPMorgan working as a

derivative trader. Later, Terri became

an entrepreneur and started a

consulting business.

Terri holds a degree in Mathematics

from the Massachusetts Institute of

Technology.

External current appointments

Non-Executive Director, Chair of Risk

Committee, Member of Audit,

Remuneration and Nomination

Committees of Morgan Stanley

International; Non-Executive Director

and Chair of the Risk Committee of

Rathbones Group PLC and Ambassador

of Women on Boards

87Wise Annual Report and Accounts 2024

Board of Directors continued

Ingo Uytdehaage

Independent Non-Executive

Director

51, Dutch

Date of appointment

18 June 2021

Skills and experience

Ingo has been the Co-CEO of fintech

Adyen since February 2023 where he

had been CFO from 2011. Before joining

Adyen, he held the position of Finance

Director at KPN in The Hague. He has

also held various roles in the

telecommunication and retail industries.

Ingo has earned MBAs from Maastricht

University and Aarhus Business School,

and is a Certified Public Accountant.

As Co-CEO of Adyen, one of Wise’s

suppliers, Ingo will excuse himself from

any relevant commercial negotiations.

External current appointments

Co-CEO of Adyen

Member of Nomination Committee Member of Audit and Risk Committee Member of Remuneration Committee Chair

Hooi Ling Tan

Independent Non-Executive

Director

40, Singaporean

Date of appointment

19 June 2021

Skills and experience

Hooi Ling co-founded Grab, Southeast

Asia’s leading super app that offers

users a wide range of on-demand

services in the region. Before co-

founding Grab full-time in 2015, Hooi

Ling led high-priority strategic and

operational projects at Salesforce and

was a consultant atMcKinsey &

Company.

Hooi Ling has a Bachelor of Engineering

(Mechanical) from the University of

Bath and a Master’s in Business

Administration from Harvard Business

School.

External current appointments

None

Elizabeth Chambers

Independent Non-Executive

Director

61, American

Date of appointment

19 April 2023

Skills and experience

Elizabeth is an Operating Partner at

Searchlight Capital, supporting their

investments in fintech. She is a former

McKinsey partner, and later held

C-level marketing, strategy and

product roles at Barclays, Barclaycard,

Western Union and Freshfields.

Elizabeth has a BA in Economics and

Political Science from Stanford

University and a Master of Business

Administration from Harvard Business

School.

External current appointments

Director and Chair of Remuneration,

and Member of Audit and Technology

Committees of TSB Banking Group, plc;

Director at Currensea Ltd. and Director

and Member of the Patient Safety and

Quality Committee of the University of

Colorado Anschutz Medical Campus

Governance

Leadership Team

The CEO is supported in his role by the Interim CFO and the rest of the Leadership Team, who come from a range of

backgrounds in financial services and technology. Their role is to advise, challenge and support decisions made by the business,

based on their expertise.

Diana Avila

Global Head of Banking and Expansion

Experience and contributions: Diana was appointed as Global Head of

Banking and Expansion in February 2019, having held the position of Head of

Banking (West) and Banking Lead for the LatAm region since joining Wise in

July 2015. Before moving to Wise, Diana was a Latin America Operations

Manager at the International Project Finance Association (IPFA). Prior to this

she was practising as a finance and banking lawyer in Colombia.

Diana holds an MSc in Law and Finance from Queen Mary University of

London and a Law degree from Universidad delos Andes (Bogotá, Colombia).

Isabel Naidoo

Chief People Officer

Experience and contributions: Isabel joined Wise as Chief People Officer in

June 2022. Prior to joining Wise, Isabel led the Talent function at FIS, where

she developed their overall people strategy, and ran teams across talent

acquisition & management, workforce planning & analytics, global learning,

inclusion & diversity, and employee experience.

Her earlier experience includes leading human resources atCapco globally, as

well as creating and delivering human capital and diversity strategy at

Accenture.

Nilan Peiris

Chief Product Officer

Experience and contributions: Nilan joined Wise in 2014 as VP Growth,

helping the Company scale and work towards the mission, but he had been

following Wise’s journey since 2012 as an adviser. Prior to Wise, Nilan was VP

Growth at HouseTrip, in charge ofscaling the company’s growth in the

European market. He’s also worked as Chief Marketing Technology Officer at

Holiday Extras, where he was responsible for all areas of technology,

marketing and customer acquisition. Nilan also advises a number of early-

stage startups on growth and getting to traction.

He holds a BSc in Mathematics from the University of Bristol.

Harsh Sinha

Chief Technology Officer

Experience and contributions: Harsh joined Wise as Chief Technology Officer

in May 2015 leading the technology teams building the Wise infrastructure and

products across the world. He acted as Interim CEO from September to

December 2023. Before Wise, Harsh was the director of product at PayPal

where he led the product strategy and development of PayPal’s mobile apps

and software, designed to enable third parties to build mobile wallet

experiences. Previously, he was also director of engineering at eBay where he

built global products and teams.

He holds an MBA from the Haas School of Business, University of California,

Berkeley, and a Bachelor’s in Computer Engineering from Sikkim Manipal

University, India.

Leadership Team 89Wise Annual Report and Accounts 2024

Ben Steyn

Chief Compliance Officer

Experience and contributions: Ben joined Wise in 2014 as the Head of

Compliance, and built Wise’s Compliance oversight function. Since 2021, Ben

has served as Wise’s Chief Compliance Officer leading both the Compliance

and Risk management teams globally.

Before Wise, Ben was the Head of Compliance at Skrill, one of the first

international e-money companies in the UK, which is part of the Paysafe

Group. He joined Skrill in the early stages of its growth in 2007.

Rohan Basu

Head of Global Operations

Experience and contributions: Rohan was appointed Global Head of

Operations on 1 March 2024 having held the position of Global Head of

Financial Crime Operations since joining Wise in August 2021. Before joining

Wise, Rohan was leading Financial Crime Products, Analytics and Intelligence

at TSB Bank. Prior to this he was a management consultant at EY and

Sanctions Advisory manager at Natwest.

He holds a BBA in Economics from Schulich School of Business (York

University) and an MSc in Economic History from the London School of

Economics and Political Science (LSE).

Cian Weeresinghe

Chief Marketing Officer

Experience and contributions: Cian was appointed as Chief Marketing Officer

in March 2021. Before joining Wise, he held the position of Chief Customer

Officer at Secret Escapes from 2018 to 2021. Cian has held several other

senior roles, including Head of Growth at Guardian News, Head of

Performance Marketing at ASOS, Director of Insight and Analytics at Essence,

and Marketing Director at TotallyMoney.

Cian holds a BA in Economics and Management Studies from the University of

Cambridge.

Jessica Winter

General Counsel

Experience and contributions: Jessica has been General Counsel of Wise

since January 2022, having previously held the position of Head of Corporate

since joining Wise in 2019. Before joining Wise, Jessica was a senior lawyer at

Herbert Smith Freehills LLP and Prudential UK.

Jessica holds a BA in Ethics, Politics & Economics and International Studies

from Yale University, an MSt from the University of Oxford and a Juris

Doctorate from Stanford Law School.

Kingsley Kemish

Chief Financial Officer (Interim)

Experience and contributions: While holding the position of Interim Chief

Financial Officer at Wise, Kingsley is concurrently the Senior Group Finance

Director. Prior to moving to Wise, he served as Tax Transformation Director at

Flutter Entertainment Plc for 7 months and previously spent 5 years at The

Stars Group (acquired by Flutter) as Group Tax Director. His earlier career

included a 7-year tenure at EY, where he held various positions.

Kingsley holds an LLB in Law from The London School of Economics and

Political Science.

Leadership Team continued

Governance

Role of the Board,

activities and decisions

Role of the Board, activities and decisions

Role of the Board

The Board’s role 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 and complies with the UK Corporate

Governance Code (UK CGC). The Board, led by the Chair,

isresponsible among other matters for:

• Promoting the Group’s long-term success and delivering

sustainable value to shareholders

• Reviewing and overseeing the Group’s mission and

objectives

• Monitoring the alignment of the mission with the

desiredculture

• Establishing the Group’s risk appetite and monitoring its

riskprofile

• Reviewing the Group’s overall corporate governance

arrangements

The Board’s full responsibilities are set out in the Terms of

Reference and Matters Reserved, which are available on our

website, https://wise.com/owners/corporate-governance

Board activities and principal decisions

During FY2024, the Board met four times. Meetings were held

in London, Tallinn, and Singapore.

When making decisions, the Board must balance conflicting

stakeholder concerns. The Board acknowledged that every

decision it made would not necessarily result in a positive

outcome for all stakeholders. However, 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.

The Board’s focus can be categorised under the following

themes:

• Strategy and Performance

• People and Culture

• Finance and Risk

• Governance

A summary of major discussions held in FY2024 and

decisions taken on each of the Board’s focus areas is set out

below.

Strategy and performance

The Group’s strategy remained focused on the mission and

the Board supported this by:

• Receiving deep dives on key areas of strategy for Wise in

terms of both product and market, discussing strategic

wins and opportunities

Operation of the Board

• Evaluating performance in achieving the five key business

goals below, by which the Board tracks and measures

success throughout the course of the year. The five

goalsare:

• Customer satisfaction – Net Promoter Score

• Coverage and expansion

• New customers

• Cross-border volume

• EBITDA margin

• Reviewing growth and performance quarterly

• Reviewing an Owner Relations update, which gives Wise

owners’ views on our strategy, to ensure the strategy is

right and teams are making the expected level of progress

People and culture

The Board dedicated time to discussing people and culture-

related matters, with a focus on:

• Attending the Wise Mission Day in Tallinn in June 2023 to

connect with Wisers from across the globe and reflect on

our mission

• Reflecting on themes arising from workforce engagement

activities

• Reviewing workforce survey results and proposed actions

• Reviewing workforce salary benchmarking and hiring trends

Finance and risk

The Board and its committees reviewed and approved key

financial decisions throughout the year, including:

• Reviewing reports from the CFO on financial performance

• Approving the FY2024 Annual Report and Accounts and

Half-Year Reports

• Reviewing and approving the liquidity adequacy

assessment process and the individual capital adequacy

assessment process

• Reviewing the going concern and viability statement,

including stress-testing scenarios

Governance

The Board continued to oversee the governance, smooth

operation and oversight of the Group, with particular

focuson:

• Conducting a comprehensive international search for a new

CFO led by the Nomination Committee, which considered a

wide range of candidates

• Receiving and evaluating succession plans for CEO and

Leadership Team

• Reviewing the Board’s Terms of Reference to ensure it had

delegated the right matters to the appropriate committees

and executive management

• Receiving regular reports from the Chairs of the Audit and

Risk, Remuneration and Nomination Committees

• Reviewing regular reports from the Company Secretary and

General Counsel on legal and governance matters

91Wise Annual Report and Accounts 2024

Directors’ oversight of

governance

Conflicts of interest

All of our NEDs have significant experience in their fields and

hold roles outside Wise. Controls are in place to ensure that

suitable arrangements are made where a Director’s external

position or personal financial interests could come into

conflict with their duties as a Director of Wise. Each Director

is required to notify the Board of any actual or potential

situational or transactional conflict of interest and to update

the Board with any changes to the facts and circumstances

surrounding such conflicts.

In accordance with the Companies Act 2006, the UK CGC and

the Company’s Articles of Association (‘Articles’), we have a

conflicts of interest policy in place to ensure that all Directors

adhere to the highest standards.

External appointments

All Directors are expected to dedicate sufficient time to

discharge their responsibilities to Wise and this is a condition

of accepting the role of Director. The Board takes into

consideration any external commitments that arise during the

year. Any new appointments are notified to the Chair in

advance of accepting the appointment and a determination is

made as to whether it will impact the Board or give rise to a

potential conflict of interest.

Related party transactions

In line with the principles of good corporate governance, Wise

has a related party transactions policy and relevant controls

in place to ensure all transactions and arrangements

undertaken are and continue to be in the best interests of the

Company. Further information on related party transactions

throughout the financial year can be found in note 24 to the

Group Consolidated Financial Statements on page 157.

Directors’ indemnities and insurance

In accordance with our Articles and to the extent permitted

by law, Directors are granted an indemnity by the Company in

respect of liability incurred in their capacity as Directors,

which remains in force at the date of this report. We also

maintain a Directors’ and Officers’ liability insurance policy.

Neither our indemnity nor the insurance provided cover

liability incurred where a Director has acted negligently, in

default, in breach of duty or in breach of trust in relation to

Wise.

Election of Directors

In accordance with our Articles and the UK CGC, all directors

will retire at the forthcoming AGM and be up for re-election in

line with the provisions of the UK CGC and Wise’s Articles of

Association.

Along with the summary of experience and skills of our

Directors contained on page 83, the Notice of AGM will also

set out why the Board believes the Directors should be

re-elected.

Director interests

For details on Directors’ interests in share awards, including

the shareholdings of their connected persons, refer to page

110 within the Directors’ Remuneration Report.

Role of the Board, activities and decisions continued

Composition, succession

andevaluation

Changes to the Board

Elizabeth Chambers was appointed as an Independent

Non-Executive Director on 19 April 2023 and subsequently

became Chair of the Remuneration Committee on

18 September 2023.

The Board announced the appointment of Emmanuel

Thomassin as Chief Financial Officer and Director on

25 March 2024. He will join Wise in October 2024.

The Chair

The Chair, David Wells, is considered by the Board to be

independent on appointment. Wise is therefore compliant

with provision 9 of the UK CGC.

Senior Independent Director (SID)

The Board appointed Clare Gilmartin as the SID on 19 April

2023. Clare has been supporting the Chair in his role and

leads the Non-Executive Directors (NEDs) in the oversight of

the Chair. She has been available throughout the year to meet

with other NEDs, act as a sounding board and raise any

matters discussed.

Independence

As of 31 March 2024, 71.4% of our Board, not including the

Chair, comprised Independent Non-Executive Directors, and

we are therefore compliant with provision 11 of the UK CGC.

The Board considered these Directors to be independent in

character and judgement and free from relationships or

circumstances which may affect, or could appear to affect,

their independent judgement.

One of our Non-Executive Directors, Alastair Rampell, is not

considered independent under the UK CGC. However, given

his prior experience with Wise Group and knowledge of the

wider market, it was believed to be in the best interests of the

Company for Alastair to remain on the Board.

Governance

Board training

We understand the importance of keeping our Board

members up to date with their legal, regulatory and

governance responsibilities and ensuring they are aware of

the latest internal and external developments. We also expect

our Directors to keep their knowledge and skills up to date.

The Group Company Secretary works with the Chair to

ensure that the Board, both individually and jointly, receives

appropriate training.

During the year, the Board received training and updates on

the following:

• UK Corporate Governance Code

• UK Listing Regime Reform

• ESG strategy

• Subsidiary governance

• The Board received a regular Board coverage report, which

included updates on:

• media coverage

• competitors

• regulatory news

• upcoming trends

• fintech sector trends

• horizon scanning

The Board also had regular briefings with our auditors,

PricewaterhouseCoopers (PwC), and access to members of

the Leadership Team.

Induction

The Company Secretariat oversees a comprehensive

induction programme for our new Directors. Our induction

programmes are tailored to the individual Director and include

a suite of reference documents, online learning and briefings

with the Leadership Team. Each Director has received a

detailed introduction to our business, how we work and the

market in which we operate.

A detailed, tailored induction will be created for Emmanuel

Thomassin as Chief Financial Officer.

The Company Secretariat also provides key corporate

governance training for Directors on topics such as Directors’

duties, the UK CGC and important internal policies such as

our conflicts of interest, related parties, share dealing and

insider trading policies.

Board evaluation

To ensure our governance practices work effectively and in

line with the UK CGC, the Board’s Matters Reserved and

Terms of Reference, we carried out an internal Board

evaluation in FY2023. The evaluation concluded that the

Board, its committees and each of the Directors were

effective and fulfilled their remit. The evaluation found that

the Board and LT worked well together and purpose and

focus were sufficient, with a good balance between strategic

and forward-looking items on the agenda, though it would be

helpful to have more thematically focused agenda items. In

terms of stakeholder engagement, feedback was positive,

particularly given the focus on customer experience and Wise

owners. The Board requested more focus on regulatory

engagement in FY2025. Board meetings themselves were

deemed to be effective, with robust discussion and improved

papers. The Board encouraged renewed focus on the quality

of its papers to further enhance the effectiveness of

meetings.

Significant progress was made throughout the year against all

the action points identified in that evaluation. In particular, the

following actions were taken:

• An Annual Strategy day was held in June 2023, providing

the basis for the strategic agenda for the year ahead

• Improvements to meeting papers, incorporating more

narrative content and clearer presentation of key areas

• Meeting agendas were revised to prioritise strategic topics

and ensure ample time for discussion

• A board portal was introduced to enhance collaboration

and streamline meeting efficiency

• More opportunities for Directors to spend in-person time

together outside of meetings

• The frequency of meetings between Directors and

Leadership Team was reviewed and increased

The Chair agreed that an internally facilitated evaluation of

the effectiveness of the Board would take place for FY2024.

The evaluation was conducted in May 2024 by way of a

questionnaire, building on the key focus areas for the prior

year. The key themes from this review, and an analysis of the

actions taken as a result, will be included in our next annual

report.

93Wise Annual Report and Accounts 2024

Division of responsibilities and Group governance structure

There is a clear division between executive and non-executive responsibilities. The roles of the Chair and CEO are not held by

the same person and their responsibilities are well defined and set out in writing in the Division of Responsibility Statement,

which is available on our website at https://wise.com/owners/corporate-governance. Delegation of day-to-day management of

the business and implementation of the mission is delegated to the Chief Executive Officer, who is supported by the Leadership

Team.

A summary of the roles and responsibilities of each of our Board members and meeting attendance is set out below:

Director Responsibility

David Wells

(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 the Group

• Lead the Board in overseeing management and provide support for the CEO and LT

• 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

Kristo Käärmann

(CEO)

• Manage the Group 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 LT in ensuring that Board decisions are implemented and significant decisions made by

the LT are communicated to the Board

• Promote a Group culture that fosters a prudent, safe and sound business

• Engage in discussion with investors alongside the Chief Financial Officer

• Represent the Group externally

Clare Gilmartin

(SID)

• Act as a sounding board for the Chair

• Provide the Chair with support in the delivery of their objectives

• Serve as an intermediary for the other Directors and shareholders

• Lead the evaluation of the Chair on behalf of the other Directors

• Be available to shareholders if they have concerns that contact through the normal channels has

failed to address

• In times of stress, work with the Chair and other Directors and/or shareholders to resolve significant

issues

• Chair the Nomination Committee when Chair succession is considered

• Preside at Board meetings in the absence of the Chair

Kingsley Kemish

(Interim CFO)

• Support the CEO in establishing strategy

• Establish the annual operating plan

• Lead the Finance Function

• Financial reporting and ensuring effective process and controls

NEDs

Terri Duhon

Alastair Rampell

Ingo Uytdehaage

Hooi Ling Tan

Elizabeth

Chambers

• Oversee, assess and challenge the delivery of strategy

• Review and oversee the performance of management

• Approve the Group’s performance, risk profile and risk appetite

• Consider the interests of the Company’s stakeholders

Role of the Board, activities and decisions continued

Governance

The Board delegates certain matters to the Audit and Risk

Committee, Remuneration Committee and Nomination

Committee. Details of the work of these committees can be

found on pages to 96 to 115.

The Board also has use of a Chairman’s Committee, which

considers routine matters on an ad-hoc basis.

The Board delegates the day-to-day responsibility of running

the Wise Group to the CEO, who has several committees to

enable him to discharge his obligations. The LT is responsible

for setting Wise’s vision, overseeing key metrics, creating and

sustaining the culture and environment for Wise and Wisers

to thrive, and allocating resources and accountability at a

high level.

The CEO has also established these LT committees to

provide oversight and advice on operational and risk matters:

• Group Non-Financial Risk Committee

• Group Financial Risk Committee

• Operational Risk Committee

• Financial Crime Risk Committee

• Regulatory Risk Committee

• Emerging Risk and Strategic Risk Forum

Wise plc Board

Nomination

Committee

Remuneration

Committee

Disclosure

Committee

Audit and Risk

Committee

FinCrime Risk

Committee

Operational Risk

Committee

Regulatory Risk

Committee

Group Financial

Risk Committee

CEO

Group Non-

Financial Risk

Committee

Leadership

Team

95Wise Annual Report and Accounts 2024

Role and responsibilities

As detailed within its Terms of Reference, the

Committee has Board-delegated authority to:

• regularly review the structure, size and

composition (including the balance of skills,

knowledge, experience and diversity) of the Board

• ensure that appointments and succession plans

are based on merit and objective criteria and,

within that context, promote diversity of gender,

social and ethnic backgrounds, cognitive and

personal strengths

• ensure that plans are in place for orderly

succession to Board and senior management

positions

• oversee the development of a diverse pipeline for

succession, considering the challenges and

opportunities facing the Company and the skills

and expertise needed on the Board in the future

Nomination

Committee report

Nomination Committee report

Dear Wise owner,

I am pleased to present our first Nomination Committee

Report, covering the year to 31 March 2024 (FY2024).

Wise has had an independent majority Board since January

2022 in line with the UK Corporate Governance Code (UK

CGC). As detailed in our last annual report, the Board

appointed Elizabeth Chambers as an additional Independent

Non-Executive Director in April 2023. In addition, the

Committee reviewed and recommended the appointment of

Clare Gilmartin as Senior Independent Director on 19 April

2023.

In FY2024, the Committee focused on finding a successor to

Matthew Briers, who stepped down as Chief Financial Officer

(CFO) on 25 March 2024. Following an extensive international

search, we were delighted to announce that Emmanuel

Thomassin will join Wise in October 2024. Drawing on the

strength and depth that Matt built in the Finance team during

his time at Wise, we are happy to have Kingsley Kemish serve

as interim CFO until Emmanuel joins us.

Membership

The Committee is chaired by David Wells and its other

members are Independent Non-Executive Director Hooi Ling

Tan, Senior Independent Director Clare Gilmartin, who was

appointed to the Committee on 18 September 2023, and our

CEO, Kristo Käärmann.

The Chief People Officer attends meetings. Other members of

the People team also attend by invitation and support the

Committee as needed. The Group Company Secretary acts as

Secretary to the Committee. Following each meeting, the

Chair provides an update to the Board.

Member

Number of scheduled

meetings attended

David Wells (Chair) 4/4

Hooi Ling Tan (Independent NED) 4/4

Kristo Käärmann 4/4

Clare Gilmartin

2/2

1. Clare Gilmartin joined the Nomination Committee on

18 September 2023.

Governance

FY2024 key activities

• The Committee oversaw the search for, and recommended

the appointment of, Emmanuel Thomassin as CFO and

Director

• The Committee reviewed the needs of the Board in terms

of key skills and competencies, particularly the question of

appointing a further director with financial expertise

• The Committee reviewed the membership of Board

committees and recommended the appointment of

Elizabeth Chambers as Chair of the Remuneration

Committee and Clare Gilmartin as a member of the

Nomination Committee in September 2023

• The Committee reviewed the Company’s progress on

diversity, equity and inclusion

• In June 2023, the Committee reviewed the results of the

Board evaluation and recommended several actions to the

Board (for more information see page 93)

FY2024 focus areas

• Board and Leadership Team short and long-term

succession planning

• Further review of Board and Committee composition

Board and Leadership Team diversity

Wise serves a global community of millions. And to do that, our team needs to reflect and understand all the diversity the world

has to offer.

To demonstrate our commitment to diversity and compliance with a new Listing Rule applicable from 1 April 2022, the below

shows the diversity metrics for our Board and Leadership Team as of the date of signing the Annual Report and Accounts. The

information has been presented in accordance with LR 9.8.6(10) and was collected on a self-reporting basis via a questionnaire,

completed by our Board and LT, who were asked to select an option under both gender and ethnicity.

Gender representation

Number of

Board members %

Number of senior

positions on the

Board (Chair, CEO,

CFO, SID)

Number in

Men 3 37.5 3 7 70

Women 4 50 1 3 30

Not specified/prefer not to say 1 12.5 – – –

Ethnic diversity

Number of

Board members %

Number of senior

positions on the

Board (Chair, CEO,

CFO, SID)

Number in

White British or other White

(including minority-white groups) 6 75 4 4 40

Mixed/Multiple Ethnic Groups – – – 3 30

Asian/Asian British 1 12.5 – 3 30

Black/African/Caribbean/Black British – – – – –

Other ethnic group, including Arab – – – – –

Not specified/Prefer not to say 1 12.5 – – –

1. The LT comprises the CEO, interim CFO, Global Head of Operations, Global Head of Banking and Expansion, General Counsel, Chief People

Officer, Chief Technology Officer, Chief Marketing Officer, Chief Product Officer, Chief Compliance Officer.

Board diversity and progress

On 31 March 2024, our Board comprised 50% women and

57% of Non-Executive Directors were women. This does not

include Matthew Briers, who stepped down as CFO and

director on 25 March 2024. Upon the appointment of his

successor, Emmanuel Thomassin, in October 2024, the Board

will comprise 44% women.

2024 2023

Board size 8 8

Average age: Executive Directors 43 44

Average age: Non-Executive Directors 49 46

% women Directors: all 50 37.5

% of women Directors: Non-Executive

Directors 57 50

% BAME Board Directors: all 12.5 12.5

% BAME: Non-Executive Directors 14.3 16.7

% BAME Board Directors:

ExecutiveDirectors 0 0

% of women Executive Directors 0 0

% women: senior management

andtheir

direct reports 50 53

1. Does not include Elizabeth Chambers who was appointed to the

Board on 19 April 2023.

2. Defined as per the UK CGC.

97Wise Annual Report and Accounts 2024

Selection process for new Directors

When considering new appointments to the Board, the

Committee works with our Chief People Officer and Head of

Board and Executive Recruitment to review requirements for

the role and agree a search strategy in line with the Board

succession planning policy.

Our in-house team uses executive search methodologies to

identify, engage with and assess both active and passive

candidates.

Inclusive hiring principles are built into our end-to-end

process for Board and executive recruitment to promote

diversity and source candidates with a range of backgrounds,

cultures and experiences. Specific measures that we take

include:

• Training the Board and executive recruiting team in

unconscious bias

• Setting clear criteria for selection to mitigate performance

bias

• Limiting requirements for the role to minimise diverse

candidates self-selecting out

• Ensuring all search strategies include diverse candidate

targeting

• Removing gender bias from job descriptions and in-mail

messages using a gender decoder

• Ensuring a diverse, representative interview panel on every

• Adapting our process to accommodate and support the

needs of diverse candidates

Overview of how this was put into

practice for CFO hiring

1. Selection criteria

The ideal candidate for the CFO position would:

• possess a multifaceted skill set to ensure the long-term

profitability and value of the business while establishing

frameworks and controls for informed decision-making;

• demonstrate strong team leadership abilities, capable of

coaching and building cohesive teams;

• be proficient in investor relations is essential, with a talent

for compelling storytelling;

• have a solid background in financial management, including

overseeing financial activities, implementing controls, and

assessing risks associated with expansion; and

• excel in strategic planning, identifying growth opportunities,

and navigating regulatory environments.

Nomination Committee report continued

2. Search Strategy

A search strategy was developed with an external agency

targeting the following companies and profiles:

• Growth/Scaled Tech

• Tech IPO

• FTSE 100/250

• Fintech

• Corporate Tech

The search process involved mapping and reviewing more

than 250 profiles, resulting in a longlist of 31 candidates for

first-round interviews, 19% of whom were women. From this

pool, a shortlist of 4 exceptional candidates was identified.

3. Assessment & Interviews

The interview and assessment process comprised 11 rounds,

involving members of our Leadership Team, Finance leads,

Nomination Committee members, and our Chair. This rigorous

evaluation ensured that each candidate’s skills & experience

were thoroughly assessed, aligning with the Company’s vision

and values.

Director Election (AGM)

In line with the provisions of the UK CGC and the Articles of

Association, all Directors will retire at the forthcoming AGM.

David Wells

Chair

13 June 2024

Governance

Audit and Risk

Committee report

Audit and Risk Committee report

Dear Wise owner,

I am pleased to introduce the Audit and Risk Committee

Report for the year ended 31 March 2024, which details how

we have carried out our responsibilities regarding overseeing

risk and audit matters.

The Audit and Risk Committee provided independent

challenge and oversight on risk management and financial

reporting matters, particularly overseeing risk transformation

activities, which was a key focus in the year. Through this

role, the Committee ensured that the Wise Group supported

and protected its stakeholders by ensuring robust risk

management capabilities and outcomes across the Group.

The development of the risk function was led by the newly

appointed Global Head of Risk, Chandni Bhan, who joined

Wise in June 2023. Chandni has been building the Risk team

over the year, identifying our principal risks and improving the

control environment, working closely with the Audit and Risk

Committee. Please read the Risk Management Report on

pages 62 to 77 for more information on the evolution of

risk management.

The Audit and Risk Committee also reviewed financial

information and regulatory documents such as the internal

capital and risk assessment (ICARA), internal liquidity

adequacy assessment process (ILAAP) and Pillar 3

Disclosures, and oversaw the relationship with our external

auditor, PricewaterhouseCoopers LLP (PwC).

At the AGM, I recommend our Wise owners vote to reappoint

PwC as the Group’s external auditors and adopt our FY2024

Annual Report & Accounts (ARA).

In FY2025, the Audit and Risk Committee’s priority will be to

continue focusing on risk management and the continued

evolution of the Group’s internal controls environment to meet

the changes required under the UK Corporate Governance

Code (UK CGC).

Ingo Uytdehaage

Chair of the Audit and Risk Committee

Role and responsibilities

The Audit and Risk Committee has key

responsibilities relating to audit and risk matters for

the Group as a whole, including:

• Monitoring and assessing the integrity of the

financial statements, formal announcements and

regulatory information concerning the Group’s

financial performance, as well as significant

accounting judgements

• Reviewing the effectiveness of, and ensuring that

management has appropriate internal controls

over, financial reporting

• Engaging with the external auditor, reviewing and

monitoring its relationship with Wise and

overseeing its appointment, remuneration,

independence and engagement for non-audit

services

• Overseeing the work of Internal Audit and

monitoring and assessing the effectiveness,

performance, resourcing, independence and

standing of its function

• Advising the Board on the Group’s overall risk

appetite, tolerance and strategy, and the principal

and emerging risks the Group is willing to take to

achieve its long-term strategic objectives

• Reviewing the adequacy and effectiveness of the

Company’s processes and procedures to manage

risk and the internal control framework, including

the design, implementation and effectiveness of

systems

99Wise Annual Report and Accounts 2024

Membership

Members

Attendance at scheduled

Audit and Risk

Committee meetings

Ingo Uytdehaage, Chair and Independent

Non-Executive Director 6/6

Terri Duhon 6/6

Clare Gilmartin 6/6

The key activities of the Committee in

FY2024

The Committee met 6 times this year. Four of these occasions

were our regular quarterly meetings and 2 were convened to

approve our full year and half-year financial statements.

Our regular quarterly meetings continued to feature

presentations from our Risk, Compliance and Finance teams,

as well as updates from the first line on matters including

cyber risk and data privacy.

Financial reporting

The Audit and Risk Committee is responsible for reviewing

and ensuring the quality of financial reporting. During the

year, it reviewed the following:

• The Annual Report and Accounts, all interim reports,

performance updates and Pillar 3 Disclosures, on which the

Audit and Risk Committee made recommendations to the

Board

• Management’s application of critical accounting policies

and material areas in which significant accounting

judgements were applied

• The viability statement

• The results of PwC’s work on the Group’s annual and

half-yearly financial reporting, including its views on

significant judgements, disclosures and the control

environment

• The planning and communication of the Group’s Interim

results announcement

Fair, balanced and understandable

Following review and challenge, the Audit and Risk

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, business model, strategy

and risks facing the business. The Audit and Risk Committee

reviewed the draft ARA and results announcements and

provided comment.

Risk management and internal controls

The Board is ultimately responsible for risk management for

the Group and has delegated the oversight of risk

management to the Audit and Risk Committee. In doing so,

the Committee relies on reports from the first line, risk and

compliance teams and Internal Audit. Also, the Chair and

Audit and Risk Committee members attend deep dive

sessions and meet key internal stakeholders on a range of

audit and risk-related matters to gain additional insight.

The Audit and Risk Committee focused on the following

areas:

• Reviewing the Group risk profile

• Challenging management on the identification of risks and

issues

• Reviewing the status of strategic risks and corresponding

controls

• Oversight and advising on operational 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 Group’s internal control

framework

• Oversight of the finance control environment, focusing

particularly on IT General controls as well as controls

around cash management, safeguarding and interest

income

• Reviewing the regulatory landscape and engagement

• Reviewing compliance and monitoring testing information

• Reviewing resourcing in the second line teams

• Overseeing the implementation of a risk management tool

• Challenging the Group’s regulatory submissions

Internal Audit

The Internal Audit function’s primary role is to provide

independent and objective assurance of the effectiveness of

risk management, control and governance processes of the

Group. During the year, the Head of Internal Audit built her

team to comprise internal audit specialists and complemented

it with external third-party specialist expertise as required.

Internal Audit plan

Internal Audit works closely with the first line to develop an

effective internal audit plan that takes an independent view of

what it considers to be the most significant risks facing the

business. In FY2024, the audit plan covered areas including

financial crime (Anti-Money Laundering and Sanctions), IT

and Security risks, Treasury, Regulatory Compliance, Risk and

Compliance. The objective of the plan is to review the

adequacy and effectiveness of the risk management and

internal control environment, identifying weaknesses and

ensuring that these are addressed by management.

Audit and Risk Committee report continued100

Governance

Audit and Risk Committee and Internal Audit

The Audit and Risk Committee continued to support Internal

Audit through frequent meetings between the Head of

Internal Audit and Audit and Risk Committee members. The

Head of Internal Audit was also a attendee at Audit and Risk

Committee meetings, providing regular updates and reports

on the progress of the internal audit plans including internal

control issues raised and management’s actions to remedy

the deficiencies.

The Audit and Risk Committee monitors and reviews the

effectiveness and independence of the Group’s Internal Audit

function through the following activities:

• Approval of the Internal Audit plan for FY2024, including

coverage of key risks and business activities

• Reviewing results of internal audit reviews, including

assessments of risk management, control framework and

processes of the area being audited, rationales for the

rating, actions to be taken by management and the

specified timetables to complete remediation activities

• Monitoring and ensuring that management appropriately

addresses issues raised by Internal Audit within an agreed

timetable

• Overseeing and ensuring that the Internal Audit function is

adequately resourced

• Approval of the Internal Audit Charter

• Monitoring the engagement of Internal Audit with Senior

Leadership, PwC and key business stakeholders

Internal Audit independent assurance

The Audit and Risk Committee assessed the coverage of

independent assurance by reviewing the annual internal audit

plan and was satisfied that the quality, experience and

expertise of the Internal Audit function is appropriate for the

business.

Internal Audit effectiveness

The Audit and Risk Committee considered that the Internal

Audit function remained effective and provided a

comprehensive level of assurance through its programme of

work.

External auditor

The Audit and Risk Committee oversees the Group’s

relationship with its external auditor, PricewaterhouseCoopers

LLP (PwC), ensuring objectivity, independence and

effectiveness are monitored regularly. This was PwC’s third

audit of the Company since its admission to the London Stock

Exchange in 2021 but it has been engaged by the wider

Group since 2016. The senior audit partner, Mark Jordan, has

been in the role since July 2021, and as at 31 March 2024

remains as senior audit partner and is 3 years into a possible

5-year rotation.

External auditor effectiveness

The Audit and Risk Committee satisfied itself with the

effectiveness of the external auditor and the external audit

process in the following ways:

• Reviewing PwC’s external audit approach, including the

materiality, risk assessment and scope of the audit

• Agreeding to changes being made to PwC’s approach to

the audit

• Management regularly attended Audit and Risk Committee

meetings during which the Committee obtained feedback

from management on the effectiveness of the external

auditor

• The Audit and Risk Committee discussed and considered

the PwC findings when challenging management on

financial reporting and risk management

• Reviewing regular updates from PwC and management on

the progress of the Audit

• The audit partner attended all Audit and Risk Committee

Meetings and the Audit and Risk Committee Chair

maintained regular contact

External auditor independence

The Audit and Risk Committee maintained oversight of

policies relating to safeguards and measures in place to

protect the independence and objectivity of the external

auditor. These included the following:

• A review of the external auditor’s independence and its

arrangements to restrict, identify, report and manage

conflicts of interest

• A review of the changes in key external audit staff for

FY2024 and the arrangements for the day-to-day

management of the audit relationship

• Consideration of the overall extent of non-audit services

provided by the external auditor, in addition to case-by-

case approval of the provision of non-audit services

• The Audit and Risk Committee satisfied itself that the

external audit engagement partner has a thorough

understanding of the business

• The external audit engagement partner regularly attended

Audit and Risk Committee meetings with management and

constructively challenged management on technical,

governance and risk issues. In line with the FRC Ethical

Standard, the external audit engagement partner is rotated

every 5 years. After 5 years, the external audit engagement

partner shall not subsequently participate in the

engagement until a further period of 5 years has elapsed.

The Audit and Risk Committee, together with the Group,

may decide under certain circumstances to extend the

appointment to 7 years if it is needed to safeguard the

quality of the external audit in times of change to the

structure of the business

• During independent meetings held with PwC, the Audit and

Risk Committee reviewed the findings of the audit with the

external auditor and discussed areas identified as being at

higher risk of causing material misstatements in the

financial statements

101Wise Annual Report and Accounts 2024

Provision of non-audit services by the external

auditor

The Audit and Risk Committee is responsible for setting,

reviewing and monitoring the appropriateness of the

provision of non-audit services by the external auditor. Our

Group policy permits the provision of permitted audit-related

services and permitted non-audit services, as specified in the

FRC Revised Ethical Standard 2019, with the prior approval of

the Audit and Risk Committee or the Group Finance when

acting within delegated limits.

The main aims of this policy are to:

• Ensure the independence of the auditor in performing the

statutory audit

• Avoid any conflict of interest by clearly detailing the types

of work that the auditor can and cannot undertake

See note 7 of the financial statements for the detail on

non-audit services carried out by PwC during the year.

External auditor reappointment

The Audit and Risk Committee has recommended to the

Board that PwC should be reappointed as auditor. Resolutions

concerning the reappointment of PwC and its audit fee for

FY2025 will be proposed to shareholders at the 2024 AGM.

The Audit and Risk Committee is responsible for negotiating

and agreeing the statutory audit fee and scope of the

statutory audit. The criteria used by the Audit and Risk

Committee in auditor selection, evaluation and re-

appointment include the experience and skill of the auditor,

the geographical locations of their network of offices, their

past performance and fees charged.

The Audit and Risk Committee, following a recommendation

from management, agreed that the Group would not embark

upon a tender process for the FY2026 audit that would begin

in the next financial year.

Whistleblowing

There are various channels for Wisers to raise concerns,

including a whistleblowing portal and an independent external

whistleblowing hotline. The Audit and Risk Committee is

responsible for ensuring that whistleblowing arrangements

are effective and the General Counsel provides periodic

reporting on matters arising from whistleblowing and

subsequent actions.

Audit and Risk Committee report continued

Principal activities and significant issues relating to the financial statements

The Audit and Risk Committee exercises its judgement in deciding the areas of accounting that are significant to the Group’s

accounts. The external auditor’s reports detailed the results of their procedures concerning these areas to the Audit and Risk

Committee. The Committee assessed the quality and appropriateness of, and adherence to, the Group’s accounting policies and

principles. The significant matters relating to financial judgement are set out below:

Matter Actions and conclusion

Long-term viability and going concern

statement

Directors are required to satisfy themselves as to the Group’s

viability and confirm they have a reasonable expectation that it

will continue to operate and meet its liabilities as they fall due.

The Audit and Risk Committee considered the following:

• Information relating to present and future planning relating to

the Group’s business model, considering forecasts on

profitability, cash flows, capital requirements and capital

resources

• Internal stress-testing scenarios, including ICARA and ILAAP

• Review of the Group’s principal risks

The Audit and Risk Committee concluded to recommend the

Viability Statement to the Board for approval and considers that

related disclosures are sufficiently clear and transparent.

Alternative performance measures (APMs)

The Audit and Risk Committee reviews management’s

non-IFRS measures, which constitute alternative performance

measures under European Securities and Markets Authority

guidance and non-GAAP

APMs included in the Annual Report and Accounts have been

reviewed by the Audit and Risk Committee and discussed with

management and the external auditor to ensure that:

• New APMs disclosed in FY2024 are in line with the business

model and are presenting a fair and balanced view of the

business

• APMs disclosed are appropriate and reconciled to the IFRS

reporting measures where required

• Any APMs referenced in the Annual Report and Accounts do

not have greater prominence than IFRS results

Taxation

The Committee reviewed the Group’s global tax positions and

inherent risk assessment. Through this they challenged the

completeness of the tax balance sheet provisions, and were

comfortable that the Group’s effective tax rate is calculated

appropriately.

102

Governance

Principal activities and significant issues

Listed below were the key risk matters considered in the past financial year:

Matter Actions and conclusion

Group risk profile

The Audit and Risk Committee reviews the risk

environment and challenges to revenue,

operational resilience and stakeholders.

The Audit and Risk Committee reviewed the principal risks facing the business

as determined by management and regular stress testing.

The Audit and Risk Committee also reviewed management’s action plans to

address the main risks and continued to challenge on resourcing and timelines.

The Audit and Risk Committee was comfortable with the assessment of

principal risks facing the business, and particularly the work on the risk

taxonomy, with the objective to better define the top risks facing the Group.

The Audit and Risk Committee also reviewed regular progress of any strategic

remediation programmes, targeted towards financial crime risk controls and

operational resilience.

There was also the review and approval of relevant policies relating to risk and

compliance as well as approving the security strategy annually.

Risk management strategy

The Audit and Risk Committee continued to

monitor progress on the risk management

strategy.

The Audit and Risk Committee continued to oversee the evolution of the risk

management function. Following the appointment of Chandni Bhan as Global

Head of Risk, the Committee considered her review of the global risk function

and strategic direction of the team. The Committee also were supportive of the

new governance, risk and control tool (which is due to be completed by the end

of 2024).

Control environment

The role of the Audit and Risk Committee is to

ensure the effectiveness of internal controls

required to manage risk.

The Audit and Risk Committee focused on the risk taxonomy and the

identification of principal risks and associated controls.

Oversight was provided on risk issue management, and in particular expanding

the regulatory risk obligation mapping.

The Audit and Risk Committee also considered the anticipated changes to the

UK CGC, particularly in relation to internal controls, and the published 2024

version.

Whistleblowing

The role of the Audit and Risk Committee is to

review the Group’s approach to Whistleblowing.

There was a review of the Whistleblowing Policy, with oversight of key themes.

Financial crime compliance

The Audit and Risk Committee provides

oversight to the management of financial crime

risk to ensure that our business will not be

exploited for criminal activity including money

laundering, terrorist financing and proliferation

financing.

The Audit and Risk Committee received regular reports from the three lines of

defence on the management of financial crime risk. There was particular focus

on the enhancement to Financial Crime operations and remediation of identified

vulnerabilities.

The Audit and Risk Committee also reviewed regular progress of any strategic

programmes targeted towards financial crime risk controls, and the work of

specific committees.

Throughout the year, the Committee challenged management on gaps,

resourcing and management action plans.

Regulatory compliance risk

The Audit and Risk Committee oversees the

risks relating to operating in multiple

jurisdictions and meeting regulatory standards

or expectations.

The Audit and Risk Committee reviewed the risk appetite relating to regulatory

compliance, with focus on management actions to bring the risk back within

appetite.

In addition, the Audit and Risk Committee received updates on ongoing

regulatory investigations, current and future areas of regulatory focus and the

nature of the relationships with the primary regulators.

Financial risk

The Audit and Risk Committee monitors

financial risk and how it relates to the delivery

of the mission and regulatory requirements.

The Audit and Risk Committee was provided with updates relating to

investment strategies of the Group and in particular there was focus on the

liquidity, credit and market risk relating to such strategy.

There was also a review and approval of the ICARA and ILAAP, which

incorporated outcomes from a stress-test scenario review.

Operational risk

The Audit and Risk Committee monitors the

operational risk profile and risk appetite to

ensure the business is operationally resilient.

The Audit and Risk Committee received a report on operational risk profile

which included operational incidents and the corrective actions taken to

remediate.

There was a spotlight on customer experience and partner risk.

103Wise Annual Report and Accounts 2024

Remuneration Chair’s

Statement

Remuneration Committee report

Dear Wise Owner,

As the newly appointed Chair of the Remuneration

Committee, I am pleased to present the Directors’

Remuneration Report (‘DRR’) for FY2024. It is an honour to

assume this role and I am committed to ensuring the effective

oversight and delivery of appropriate remuneration practices

and policies at Wise. I would like to thank Clare Gilmartin for

her stewardship of the Committee since Admission.

Over the past year, the Committee has focused on several

key areas, including remuneration related to the recruitment

of our new CFO and other key senior hires, an in-depth

review of remuneration arrangements for our below-board

senior leadership team, and a detailed review of our current

Directors’ Remuneration Policy to ensure it remains fit for

purpose.

This report describes our activities, including how the

Remuneration Policy was put into practice during FY2024.

This report will be put to an advisory vote at the 2024 AGM.

Business context

FY2024 has been another year of growth and innovation at

Wise, and one in which the business has made further

progress towards our mission. This past year has seen strong

performance, with increases in active customers, volume and

total income. Overall, the focus at Wise remains on ensuring

continued and sustainable investment in people, product and

infrastructure which will be critical as Wise looks to expand

and build depth across different geographies. It is in this

context that we present the FY2024 DRR, and in which we

have reviewed the current Remuneration Policy. Going

forward, the Committee wants to ensure an incentive

structure which will continue to support the achievement of

long-term goals, and which ultimately rewards long-term

sustainable value creation for all stakeholders.

Our Remuneration Policy

Our first Remuneration Policy as a publicly listed company has

been in place for the last two years, having been approved by

Wise owners at the AGM on 23 September 2022 with 99.88%

voting in favour. At the 2023 AGM, held on 7 September

2023, an advisory vote for the Directors’ Remuneration Report

was approved by 99.95% of the votes cast. I would like to

take this opportunity to thank Wise owners for their continued

support.

The current Remuneration Policy is underpinned by the

following four principles:

1. We believe it is critical to the delivery of our mission that

we can attract, motivate and retain the very best global

technology talent. We operate in a highly competitive

global marketplace for talent, comprising publicly listed and

private global FinTech and technology companies as well

as traditional Financial Services companies, and

competition for talent is intense. It is therefore crucial for

Wise to continue to offer competitive total compensation.

2. We have a long-term mission and are focused on creating

sustainable value for shareholders. Our compensation is

therefore weighted towards the long-term and has a high

equity component.

3. We believe our employees should be shareholders in Wise

to further align their success with that of all shareholders.

In practice, this means that a substantial component of our

compensation is variable and delivered in shares.

4. Remuneration arrangements take into account (i) our

standard listing in the UK; (ii) the provisions of the 2018 UK

Corporate Governance Code; (iii) regulatory requirements;

and (iv) general investor expectations.

These principles remain relevant and central to our approach

to remuneration at Wise. However, as a matter of best

practice, we continually assess the appropriateness and

effectiveness of our Remuneration Policy. In particular, this

year, as we continued to expand and hire globally across the

company, we reviewed the competitiveness of our

remuneration structure relative to packages available in

international talent markets to identify appropriate updates to

ensure continued competitiveness.

104

Governance

We have therefore taken this opportunity to review the

Remuneration Policy a year earlier than required. The changes

we are considering, which include the introduction of

restricted shares into the long-term incentive framework

alongside performance shares, look to more closely align the

remuneration structure for our Executive Directors with that

of many of our global technology peers, as well as the reward

approach for other Wisers. In addition to the incentive

structure, we are also reviewing our long-term performance

measures to ensure these remain appropriate and aligned to

investor and regulatory expectations.

We are currently in the process of finalising our proposed

approach and consulting with major shareholders. Subject to

the outcome of this consultation, we currently anticipate

presenting a revised Remuneration Policy to shareholders for

a shareholder vote at our 2024 AGM, for implementation in

FY2025, and in which case the proposed revised

Remuneration Policy will be set out in the forthcoming Notice

of AGM.

Executive remuneration

CEO – Kristo Käärmann

Kristo Käärmann has elected to abstain from both the annual

bonus and the Long-term Incentive Plan (LTIP) and has

requested for his salary not to be reviewed for the term of the

current Remuneration Policy. Similarly, the CEO has notified

the Committee of his intention to abstain from variable pay

arrangements for the term of any proposed new

Remuneration Policy. It is the Remuneration Committee’s view

that given the CEO is a significant shareholder in the

Company, holding 18.23% of the Class A Shares, he is

sufficiently aligned to other Wise owners and the long-term

success of the Company.

Previous CFO – Matt Briers

Matt Briers stepped down as an Executive Director and CFO

on 25 March 2024. As set out in last year’s Annual Report,

Matt was treated as a good leaver in respect of his

outstanding PSP awards to reflect his contribution to Wise

during his employment, as well as the context for his

departure. In addition, Matt’s pre-IPO share option awards

vested on a pro-rated basis until his last day of employment.

Further details are outlined on page 111.

Incoming CFO – Emmanuel Thomassin

We are delighted with the appointment of Emmanuel

Tomassin who will commence in the role of CFO in October

2024.

His starting salary will be £500,000. The Committee believes

that this is an appropriate salary level in the context of

Emmanuel’s skills and experience, his ability to drive growth

at Wise, and the importance of offering a competitive salary.

Matt Briers’ salary at the time of his departure was £402,000,

but as stated in our FY2023 annual report, we planned to

increase his salary to £482,400 (i.e., by 20%) in FY2024 to

bring it more in line with market. Therefore, Emmanuel’s salary

represents only a 3.6% increase on the salary that Matt would

have received should he have remained in role.

Emmanuel will be eligible to receive an employer pension

contribution of 5% of salary, in line with the UK workforce,

and will be eligible to receive benefits in line with our current

Remuneration Policy.

As outlined above, the Committee is in the process of

reviewing the Remuneration Policy and our approach to

variable remuneration going forward. It is currently intended

that Emmanuel will participate in variable pay arrangements

for FY2025, with the details to be finalised as part of the

ongoing Policy review. Full details of the variable pay

arrangements for Emmanuel, including any relevant

performance measures and targets, will be disclosed in our

forthcoming Notice of AGM.

All-employee remuneration

Wisers form the vital connection between our customers and

our products. We are committed to creating an inclusive

working environment and rewarding Wisers fairly and

competitively, with transparency at the heart of our reward

philosophy and approach.

Our commitment to attracting and retaining top talent across

Wise to fulfil our mission is unwavering. Throughout the past

year, we have continued to manage wider workforce

challenges effectively, dealing with tight labour markets and

persistent inflation, which have driven up expectations in

salary levels as well as the breadth of benefit offerings.

We have ensured that our remuneration benchmarking aligns

our internal ranges with competitive standards in the external

market. We have also continued to enhance and review our

benefits, as well as the overall employee value proposition, so

that it is compelling to current and prospective Wisers.

In the UK, we have historically adhered to the Living Wage set

by the Living Wage Foundation for entry-level positions. This

year, we formalised our commitment to fair and competitive

wages by joining the Living Wage Foundation. Moreover, we

have expanded our benefits package, providing 4x Life

Assurance to all UK Wisers and broadening salary sacrifice

options through our Flexible Benefits platform. In Brussels, a

strategic cornerstone as the EU’s headquarters, we’ve

bolstered our reward packages with comprehensive

enhanced healthcare coverage, new dental coverage, and

optimised annual leave allowances.

105Wise Annual Report and Accounts 2024

Another significant enhancement in 2023 was the

implementation of a revised stock allocation strategy for our

employees. Beginning July 2023, new Wisers receive an

annual stock grant, offering greater flexibility and alignment

with our performance review process. Existing Wisers are

transitioning to this new system, gradually receiving annual

stock grants as their current 4-year grants vest. Equity

ownership in the business is considered extremely important

from a cultural perspective – it ensures every Wiser has a

personal stake in the business and is therefore motivated to

deliver in line with the mission and business strategy. We are

proud that 100% of Wisers on permanent employment

arrangements hold equity in the business.

The Remuneration Committee seeks to take a measured and

responsible approach to executive pay, considering decisions

from the perspective of all our stakeholders as well as the

external environment. This includes understanding the

strategy and approach to reward for other Wisers. The

Committee receives regular updates from the Chief People

Officer and Head of Reward on recruitment and reward

matters and how these align with the wider organisation, and

is mindful of these when making decisions on executive pay.

Whilst the Remuneration Committee did not specifically

engage with Wisers on Executive Director remuneration

during FY2024, we are continuing to build out our employee

engagement plan to ensure that Wisers’ views are considered

with regards to the Remuneration Policy and its

implementation. Also, the Board held more general employee

engagement sessions with Wisers during the financial year,

as detailed on page 43 of this report.

AGM

On behalf of the Remuneration Committee, I would like to

thank Wise owners for their input and engagement in the

year. We remain dedicated to continuous and open dialogue

with our shareholders and proxy advisers, and would

welcome any comments you may have on the DRR.

I hope that having read the information in this report, and

considering Wise’s performance during FY2024, you will vote

in favour of this Remuneration report at the 2024 AGM.

If you would like to discuss any aspect of this Remuneration

report, I would be happy to hear from you. You can contact

me through the Company Secretary, at cosec@wise.com, and

I will also be available at the 2024 AGM to answer any

questions.

On behalf of the Remuneration Committee and the Board,

Elizabeth Chambers

Chair of the Remuneration Committee

13 June 2024

Remuneration Committee report continued106

Governance

Remuneration Committee

Membership and composition

The Remuneration Committee comprises 3 Independent

Non-Executive Directors (NEDs). During FY2024, there have

been changes in the composition of the Remuneration

Committee. Clare Gilmartin, stepped down as the Chair of the

Remuneration Committee on 18 September 2023 (having

taken on the role of Senior Independent NED on 19 April

2023), and was replaced as Chair by Elizabeth Chambers

(who joined the Board on 19 April 2023).

Member

Number of

scheduled

meetings

attended

Clare Gilmartin (Chair to September 2023) 2/2

Elizabeth Chambers

(Chair from September 2023) 4/4

David Wells

(Independent Non-Executive Director) 5/5

Ingo Uytdehaage

(Independent Non-Executive Director) 5/5

Role and Responsibilities

The Remuneration Committee has key responsibilities relating

to remuneration matters for the Group as a whole, including

the following:

• Overseeing the design of remuneration policies and

practices which support Wise’s strategy, aligning with all

relevant regulatory requirements and promoting long-term

sustainable success

• Determining the Group’s approach to Executive Director

remuneration in the context of Company culture and

employee remuneration, and approving appropriate levels

of remuneration for Executive Directors and also the

members of the Company’s Leadership Team

• Overseeing the Group’s employee share schemes

• Reviewing the appropriateness of remuneration across

Wise’s Executive Director and Senior Leadership

populations, taking into account a thorough review of

current market benchmarks and the performance and

scope of role of the incumbents

• Reviewing the effectiveness of our current Remuneration

Policy with regards to our remuneration principles,

forward-looking objectives and our ability to attract and

retain key talent

• Determining an appropriate remuneration package for the

incoming CFO, Emmanuel Thomassin, as well as other key

executive hires

The Remuneration Committee’s Terms of Reference

arereviewed annually and are available at

https://wise.com/owners/Committee focus during FY2024

Directors’

Remuneration report

Priorities for FY2025

• Renewing our Remuneration Policy, and in particular our

approach to variable pay, to ensure Executive Director

remuneration packages are competitive recognising our

global talent market, and that they continue to support the

delivery of the Company’s strategy and long-term value

creation

• Evolve the measures, relative weightings and targets for

incentive awards so that they are appropriately aligned to

strategy and shareholder and regulatory expectations

• Review our wider remuneration principles and philosophy to

ensure they remain appropriate for our growing and

evolving workforce

• Continue to monitor any changes in UK corporate

governance and applicable regulatory requirements,

including further development of our risk adjustment

framework

Governance

In order to support the Remuneration Committee, the

following are regular attendees at Remuneration

Committeemeetings:

• Chief Executive Officer

• Chief People Officer

• Head of Reward

• Deputy Company Secretary

• Remuneration Committee advisers

No member of the Remuneration Committee or regular

attendee takes part in any decision in relation to his or her

own remuneration and no member of the Remuneration

Committee has any personal financial interest (other than as

aWise Owner) in the decisions made by the Remuneration

Committee.

How this Directors’ Remuneration report is

structured

Section Page

Remuneration Committee Chair’s Statement 104 to 106

Remuneration at a glance 108

Annual Report on Remuneration 109 to 115

107Wise Annual Report and Accounts 2024

Consideration of the UK Corporate Governance Code principles

Our Policy has been designed taking into account the following principles:

Clarity The Policy is designed to be simple and support long-term, sustainable performance. It

clearly sets out each element of remuneration, the limits in terms of quantum, and the

discretions the Committee has.

Simplicity Remuneration structures are simple and aligned to UK norms. They also incorporate

structural features to ensure strong alignment to performance and strategy and minimise

the risk of rewarding failure.

Risk The Policy discourages inappropriate risk-taking through a focus on long-term incentives,

the use of post-vesting holding periods, and malus and clawback provisions. When

considering performance measures/target ranges, the Remuneration Committee takes

account of associated risks and liaises with the Audit and Risk Committee as necessary.

Predictability The potential reward outcomes are easily quantifiable and set out in the illustrations

provided in the Policy.

Proportionality Incentive outcomes are contingent on successfully meeting stretching performance targets

aligned to the delivery of the Company’s strategy, and the Committee retains discretion to

override formulaic outturns.

Alignment to culture The Policy encourages long term shareholding, which is aligned with the Company culture

and mission. Performance measures reflect our KPIs.

Remuneration

at a glance

The Remuneration Policy was last approved by Wise owners at the 23 September 2022 AGM. A summary of the current Policy is

shown by the graphic below. The full Remuneration Policy can be found in the FY2022 Directors’ Remuneration Report, which is

available on the Group’s website at https://wise.com/owners/.

Fixed pay

Base salary

Annual bonus

(malus and clawback

provisions apply)

1/3 in shares

3-year deferral period subject to continued employment

2-year holding period

Fixed pay

Benefits and pension

Long-term Incentive Plan

(malus and clawback

provisions apply)

Shareholding

requirements

Remuneration elements Year 1 Year 2 Year 3 Year 4 Year 5

Structure of Executive Directors’ pay

1. The Committee has not historically awarded annual bonuses.

Base salary

Benefits and

pension

Maximum

opportunity:

150% of salary

Maximum opportunity: 500-650% of base salary

3-year performance period

Executive Directors are required to build and maintain a 300% base salary minimum shareholding

whilst in employment and for 2 years post-employment

Remuneration Committee report continued108

Governance

Annual Report

on Remuneration

The Remuneration Committee believes that the existing Remuneration Policy operated as intended during FY2024. This section

provides details of remuneration outcomes for the financial year ended 31 March 2024 as well as how the Remuneration Policy

will be implemented in FY2025.

Single Total Figure of Remuneration – Executive Directors (audited)

The table below sets out the single figures of total remuneration earned by each Executive Director of the Company during the

year ended 31 March 2024 and the prior year.

Kristo Käärmann

£’000

Matthew Briers

£’000

FY24 FY23 FY24

FY23

Salary 186

197 382 335

Sabbatical Allowance 1.9 – – –

Backpay – – 22.3 –

Taxable benefits

1.0 1.7 1.0 0.8

Pension-related benefits

9.8 9.8 – –

Total fixed pay 199 209 406 336

Annual Bonus

– – – –

Performance-based share awards

– – – –

Total variable pay – – – –

Total 199 209 406 336

1. Matthew Briers stepped down as a Board Director and CFO on 25 March 2024. The amounts shown above relate to his remuneration to that

date.

2. The benefits total represents the taxable value of benefits paid. Benefits provided to Executive Directors include private health insurance.

3. Executive Directors have the ability to opt into pension benefits, equivalent to 5% of salary. Matthew Briers elected to waive all pension

contributions.

4. No bonus was paid to the CEO, acting CEO or CFO during the reporting period.

5. No PSP awards vested in the period ended 31 March 2024. The first PSP award, granted during FY2023, is expected to vest in Spring 2025.

6. In the period since its incorporation to the date of the pre-Admission Group reorganisation, Matt Briers receiving an award under the Legacy

Incentive Plans, in respect of his former role with the pre-existing Wise Group. This remuneration is not included in the above single figure as it

does not relate to the provision of, nor was it in respect of an agreement to provide, qualifying services with the Company. Details of awards

under the Legacy Incentive Plans were included on page 107 of Wise’s FY2022 Annual Report and Accounts.

7. Salary amount has decreased due to unpaid leave taken during the year.

PSP award granted in FY2024

The following table summarises the PSP award made to Matt Briers on 18 July 2023. The CEO does not participate in variable

pay arrangements under the current Policy.

Following Matt’s departure, all outstanding PSP awards will be pro-rated to reflect his time in the role. They will remain subject to

the planned vesting schedule, performance period and performance measures.

Executive Director

Shares granted

(conditional awards)

% of base

salary awarded Value at award date

Vesting

at threshold

End of Performance

Period

2,3

Matthew Briers 422,133 650% £2,614,500 25% of maximum 31 March 2026

1. The value has been calculated using the prior 30 day average closing market price to the date of grant of 619.74p.

2. The award has a three-year performance period which will end on 31 March 2026.

3. The vested shares, net of any tax liabilities, will be subject to a post-vesting holding period of 2 years.

The performance measures and targets for the FY2024 PSP are set out below. Both PSP performance metrics have straight-line

vesting between threshold and maximum.

Weighting

Threshold

(25% payout)

Maximum

(100% payout)

Relative TSR vs FTSE 250 50% Median Upper quartile and above

Volume growth 50% CAGR 17% for the performance period CAGR 27% for the performance period

109Wise Annual Report and Accounts 2024

Legacy Incentives held by our Executive Directors

As set out in the Prospectus and on page 107 of the FY2022 Annual Report and Accounts, Matt Briers holds awards over Class A

Shares under the Legacy Incentive Plans which were operated by the Company prior to Admission. These awards were not

accelerated as a result of Admission, and vested on a pro-rated basis until the last day of Matt’s employment.

Full details of the terms of the Legacy Incentive Plans can be found on Page 190 of the Prospectus at https://wise.com/owners.

Directors’ share interests (audited)

The table below sets out the Directors’ interests in share awards, including the shareholdings of their connected persons. Any

changes in the shareholdings of the Directors from 31 March 2024 to the date of this report have been highlighted in the

footnotes below.

Class A Shares Class B Shares

Unvested

legacy share

awards

Unvested

legacy share

options

Vested

but not

exercised

legacy share

options

Unvested

conditional

awards

Persons

connected

Shareholding

requirement

as a

percentage

of salary

Shareholding

requirement

met

Executive

Directors

Kristo Käärmann

186,078,489 186,022,590 N/A N/A N/A – 1,559,532 300% Yes

Matthew Briers

258,619 – N/A N/A 578,170 762,900 – 300% Yes

Non-Executive

Directors

Alastair Rampell

– – – – – – 88,424,920 N/A N/A

Clare Gilmartin 96,720 – – – – – – N/A N/A

David Wells

– – – – 823,000

– 100,000

N/A N/A

Hooi Ling Tan 96,720 – – – – – – N/A N/A

Ingo Uytdehaage

– – – – 572,000 – – N/A N/A

Terri Duhon

– – – – – – 3,083 N/A N/A

Elizabeth Chambers – – – – – – – N/A N/A

1. The Remuneration Committee did not determine or approve the grants made to Executive and Non-Executive Directors under the Legacy

Incentive Plans as these Awards were determined by the Wise Payments Limited Board pre-admission.

2. As set out in the Prospectus, Matthew Briers holds awards over Class A Shares under the legacy share plans which were operated by the

Company prior to Admission. At the date of this report, this comprises 236,366 Class A Shares in relation to unvested legacy share options,

1,469,510 vested but not exercised legacy share options and 568,750 Class A Shares in relation to outstanding unvested legacy share awards.

The unvested share awards and share options remain subject to continued employment.

3. As set out in the Prospectus, prior to Admission and in the context of the group operating as a private company, David Wells and Ingo

Uytdenhaag held options under the Legacy Incentive Plans which were originally granted as options over A Shares in Wise Payments Limited

(‘WPL A Shares’). In preparation for Admission, these were exchanged for options over Class A Shares in Wise. The options resulting from the

exchange, effected on 22 June 2021, comprised an option over 923,000 Class A Shares and an option over 572,000 Class A Shares for David

Wells and Ingo Uytdenhaag respectively.

4. Terri Duhon’s connected person acquired 308 Class A shares on 19 April 2024, therefore as at publication of this report, persons connected to

Terri hold 3391 Class A shares.

5. Kristo Käärmann holds 779,766 Class A Shares and 779,766 Class B Shares via persons connected.

6. Alastair Rampell holds 88,424,920 Class A Shares via persons connected. On 17 April 2024 25,611 Class A Shares were distributed from AH

Parallel Fund IV, L.P. to Rampell Family Revocable Trust and 18,061 Class A Shares were distributed from Andreessen Horowitz Fund IV, L.P. to

Rampell Family Revocable Trust.

Remuneration Committee report continued110

Governance

Single Total Figure of Remuneration – NEDs (audited)

The following audited table sets out the single total figure of remuneration for Non-Executive Directors in respect of qualifying

services with the Company in respect of FY2024 and FY2023. NEDs are not paid a pension and do not participate in any of the

Company’s variable incentive schemes.

Fees

Director

FY2024

£’000

FY2023

£’000

Alastair Rampell

0 0

Clare Gilmartin

203 24

David Wells 308 33

Elizabeth Chambers³ 167 0

Hooi Ling Tan

184 14

Ingo Uytdehaage

199 29

Terri Duhon 170 170

1. Alastair Rampell has voluntarily waived all fees in relation to his appointment as a NED of the Company.

2. Hooi Ling Tan, Clare Gilmartin and Ingo Uytdehaage received fees of £1 from 1 April 2022 to 28 February 2023.

3. Elizabeth Chambers was appointed to the Board on 19 April 2023. She was subsequently appointed as Chair of the Remuneration Committee on

18 September 2023.

Payments for Loss of Office (audited)

There were no payments for loss of office during FY2024.

Payments to former Directors (audited)

There were no payments to past Directors during FY2024.

Matt Briers’ leaving arrangements

Matt stepped down from his role as a Board Director and CFO on 25 March 2024. Full details of his remuneration arrangements

in connection with his departure were disclosed in the FY2023 Directors’ Remuneration Report. In summary, he was treated as a

good leaver in respect of his FY2023 and FY2024 PSP awards to reflect his contribution to Wise during his employment as well

as the context for his departure. His FY2023 and FY2024 PSP awards will vest in line with the normal vesting date (on a pro-rata

basis to reflect the percentage of the performance period Matt is employed), to the extent the performance conditions attached

to the award are fulfilled. The two-year post-vesting holding period will continue to apply. In addition, Matt’s pre-IPO share

options award vested on a pro-rated basis until his last day of employment.

Matt is also subject to a two-year post-employment shareholding requirement of 300% of salary, as per our Remuneration

Policy.

111Wise Annual Report and Accounts 2024

Change in remuneration of Wisers and directors

The table below sets out how the change in reported remuneration for each Director between FY2022, FY2023, and FY2024

compares to the change in average pay for employees of Wise Payments Limited, where the majority of our UK colleagues are

employed. No Directors or employees currently receive annual bonuses.

The relevant regulations prescribe that the above comparison should include all employees of the Parent Company. However,

since there are no individuals employed by Wise plc except for the Executive Directors, a representative comparison has instead

been formulated using all UK-based employees of Wise Payments Limited as the basis for this calculation. The average change

for these employees has been calculated on a full-time equivalent basis, by reference to pay received for the relevant full

financial year (excluding any share award vesting). The salary increase includes changes made through the annual salary review

as well as additional changes made to reflect, for example, promotions or role changes. The change to the level of taxable

benefits between FY2023 and FY2024 has been driven by higher average take-up of the benefits offering in FY2024 and an

increase in our UK medical benefit premium.

Salary/fees

(% change)

Benefits

(% change)

Salary/fees

(% change)

Benefits

(% change)

FY2024 FY2024 FY2023 FY2023

Executive Directors

Kristo Käärmann 0% -43% 0% 141%

Matthew Briers 11% 13% 20% 15%

Non-Executive Directors

Alastair Rampell⁴ N/A N/A N/A N/A

Clare Gilmartin 742% N/A –⁵ N/A

David Wells 835% N/A 65% N/A

Hooi Ling Tan 1200% N/A –⁵ N/A

Ingo Uytdehaage 583% N/A 94% N/A

Terri Duhon³ 0% N/A 0% N/A

Elizabeth Chambers⁶ N/A N/A N/A N/A

Wisers

Average UK Wiser 18% 24% 20% 24%

1. Percentage change based on annualised Executive and Non-Executive Director emoluments in FY2022 vs FY2023 and FY2023 vs FY2024.

The FY2023 comparison therefore includes a notional amount for the period of FY2022 before Admission on 7 July 2021. The table reports on

full-time equivalent figures for Executive and Non-Executive Directors.

2. The benefits increase for Kristo Käärmann between FY2022 and FY2023 was reflective of a one-off payment made to Kristo to cover benefit in

kind taxes of £898. There were no taxable benefits paid to Non-Executive Directors in either year.

3. Terri Duhon joined the Board on 1 January 2022. Her fee for FY2022 has been calculated on an FTE basis for the purpose of this comparison.

4. Alastair Rampell has voluntarily waived all fees in relation to his appointment as a NED of the Company.

5. The significant change in fees for Non-Executive Directors is driven by transitioning all Wise NEDs to the Policy fee structure. David Wells, Ingo

Uytdehaage, Clare Gilmartin and Hooi Ling Tan received a nominal fee of £1 per annum up to 28 February 2023 as remuneration for their duties

for the Company. After such date, David Wells’ fee increased to £275,000 per annum (as Chairman) and fees for Ingo Uytdehaage, Clare

Gilmartin and Hooi Ling Tan increased to £170,000 per annum.

6. Elizabeth Chambers was appointed to the Board on 19 April 2023, so no comparison to prior year fees is available.

Remuneration Committee report continued112

Governance

The CEO remuneration is based on the total single figure

remuneration for the relevant years, as disclosed on page 110.

The value of each employee’s total pay and benefits was

calculated using the single figure methodology consistent

with that used for the CEO. Where required, remuneration

was approximately adjusted to be full-time and full-year

equivalent basis based on the employee’s average full-time

equivalent hours for the year and the proportion of the year

they were employed. As an additional sense check, the salary

and total pay and benefits of a number of employees either

side of these 25

, 50

and 75

percentile employees were

also reviewed with an adjustment made to ensure that the

figures used were representative of an employee at these

positions, including to exclude elements of pay which are not

representative of employees at the relevant level. The

calculations for the UK employees were performed as at the

final day of the relevant financial year.

The FY2024 CEO pay ratio is the same compared to FY2023.

The CEO’s remuneration has not been increased over this

period and the CEO has elected to abstain from participating

in any variable remuneration components under the current

Remuneration Policy. The Remuneration Committee believes

the median pay ratio for FY2024 is consistent with the pay,

reward and progression policies for Wise’s UK employees as a

whole.

Diversity, Equity and Inclusion (DEI)

At Wise, our mission is money without borders. In order to

build the future of global money, we need a team that is as

diverse as the customers we’re working for. Over the past

year, our focus has been on increasing our representation of

women in our most senior levels. Further detail on our goals

and how we are tracking against them can be found on

page44.

In addition to improving our diversity, we are committed to

paying all of our Wisers fairly for the impact they make here at

Wise. We measure role impact through documented career

maps and position descriptions and use specific salary ranges

for each role. The amount of stock allocated is also

benchmarked by role and experience level, and like our salary

ranges, our stock levels are shared openly with Wisers.

Based on the UK gender pay gap reporting requirements, our

FY2024 UK gender pay gaps of 16.19% (median) and 15.17%

(mean) show a year-on-year decrease compared to 19.05%

and 16.11% in FY2022/2023.

We are committed to closing the gap and are investing in a

range of initiatives to facilitate this goal. We know that better

diversity means stronger, more experienced teams, as well as

a more relevant product for our customers. We’re committed

to improving our position, and believe that through our

long-term recruitment plans, and continued investment into

DEI at Wise, we can improve our gender diversity.

The Company’s latest Gender Pay Gap Statement can be

found on the Wise website: https://wise.com/gb/blog/

wise-commitment-to-improving-gender-diversity

Mean Median

Hourly rate of pay FY2024: 15.17% FY2024: 16.19%

FY2023: 16.11% FY2023: 19.05%

Bonus pay

FY2024: 54.76% FY2024: 61.21%

FY2023: 61.21% FY2023: -147.82%

1. We note that for the Gender Pay Gap calculations, we are required

to use the value of equity based on when the tax liability arises for

the employee. For stock options (NSOs), which Wise offered

between 2011 & 2022, this is when options are exercised. For RSUs,

which we have issued since April 2022, it’s when they vest.

However, as it is the employee’s own choice as to when they

exercise their stock and stock is awarded based on role and not

performance, the numbers do not present a reliable indication of

gender pay differentials for variable pay.

CEO pay ratio

Wise is committed to remunerating its employees fairly and competitively. We calculated our CEO pay ratio using the prescribed

Option B, a continuation of approach from last year and based on the availability of data at the time the Annual Report and

Accounts is published.

Financial Year Method 25

percentile pay ratio Median 75

percentile pay ratio

FY2024 Option B 3:1 2:1 2:1

FY2023 Option B 3:1 2:1 2:1

FY2022 Option B 3:1 2:1 1:1

The total pay and benefits of each Wiser at the 25

, 50

and 75

percentile are as follows:

FY2024 CEO 25

percentile Median 75

percentile

Salary 186,000 68,833 80,000 103,500

Total pay and benefits 199,000 76,232 89,721 111,090

113Wise Annual Report and Accounts 2024

07/07/

30/09/

31/12/

31/03/

30/06/

30/09/

30/12/

31/03/

30/06/

30/09/

31/12/

31/03/

100

120

140

Relative importance of spend on pay

The table below sets out our relative importance of spend on

pay. There have been no dividends paid to date.

FY2024

£m

FY2023

£m % Change

Distribution to shareholders – – –

Total employee pay 377.0 184.8 104%

External advisors

In February 2023, following a comprehensive tendering

process, the Remuneration Committee appointed Deloitte LLP

to be its independent advisors on executive remuneration.

Deloitte LLP is a founding member of the Remuneration

Consultants Group and, as such, voluntarily operates under

its Code of Conduct in relation to executive remuneration

matters in the UK. The Committee is satisfied that the advice

it has received from Deloitte LLP 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. The fees paid

to Deloitte LLP in FY2024 in relation to advice provided to the

Committee were £133,725. Deloitte also provided tax

advisory services to Wise during FY2024.

TSR Performance graph

The chart below illustrates the Company’s TSR performance

compared with that of the FTSE 100 Index. This index has

been chosen as it is considered the most appropriate

benchmark against which to assess the relative performance

of the Company given that if the Company had a premium

listing, it would be a constituent of the FTSE 100 based on

market capitalisation. The chart shows the value of £100

invested in the Company at Admission on 7 July 2021

compared with the value of £100 invested in the FTSE 100

Index.

CEO remuneration

The table below sets out the CEO’s single figure of total

remuneration for FY2024, FY2023 and FY2022. As the CEO

has elected to abstain from both the annual bonus and the

Long-term Incentive Plan, this consists solely of the CEO’s

fixed remuneration.

FY2024 FY2023 FY2022

CEO single figure of

remuneration (£’000) 199 209 161

Annual bonus outcome

(% of maximum) N/A N/A N/A

LTIP vesting (% of maximum) N/A N/A N/A

Dilution

The Company complies with the dilution levels that the

Investment Association guidelines recommend. These levels

are 10% in 10 years for all share plans and 5% in 10 years for

discretionary plans. This is consistent with the rules of the

Company’s share plans.

Service contracts and letters of appointment

Executive Directors’ service contracts

The Executive Directors have a service contract requiring

three months’ notice of termination from either party as

shown below:

Executive Director

Date of

appointment

Date of

current

contract

Notice

from the

Company

Notice

from the

individual

Unexpired

period of

service

contract

Kristo

Käärmann

28 April

2021

16 June

2021

months

months Rolling

Letters of appointment for NEDs

Non-Executive Directors are appointed for fixed terms not

exceeding 3 years, which may be renewed subject to their

re-election by shareholders at an AGM.

NEDs do not have service contracts, but are bound by letters

of appointment issued by the Company. There are no

obligations in the Non-Executive Directors’ letters of

appointment that could give rise to remuneration payments or

payments for loss of office. On termination, NEDs will not be

entitled to receive any compensation other than any accrued

but unpaid fees.

Wise plc FTSE 250

Remuneration Committee report continued114

Governance

The table below details the letters of appointment for each NED of the Company during FY2024:

Non-Executive Directors Date of appointment

Date of current letter

of appointment

Notice from the

Company

Notice from the

individual

Alex Rampell 18 June 2021 21 June 2021 1 month 1 month

Clare Gilmartin 18 June 2021 21 June 2021 1 month 1 month

Elizabeth Chambers 19 April 2023 14 April 2024 1 month 1 month

David Wells 18 June 2021 21 June 2021 1 month 1 month

Hooi Ling Tan 19 June 2021 21 June 2021 1 month 1 month

Ingo Uytdehaage 18 June 2021 21 June 2021 1 month 1 month

Terri Duhon 1 January 2022 8 December 2021 1 month 1 month

All Directors are subject to re-election every year in accordance with the Company’s Articles of Association. In line with

corporate governance best practice, all Directors currently put themselves forward for annual re-election at each AGM.

Shareholding voting

The table below sets out the latest voting outcome for the remuneration policy and remuneration report:

Votes for Votes against Votes withheld

No. of shares % of votes No. of shares % of votes No. of shares

Remuneration Report (2023 AGM) 3,399,179,744 99.95% 1,643,727 0.05 % 321,998

Remuneration Policy (2022 AGM) 3,379,289,636 99.88% 3,967,564 0.12% 424,819

Implementation of Policy for FY2025

As set out in the Chair’s statement, the Committee is currently

in the process of reviewing the Remuneration Policy. Subject

to the outcome of this review and the ongoing consultation

with shareholders, it is anticipated that a revised

Remuneration Policy will be presented to shareholders for a

shareholder vote at our 2024 AGM, which if approved, will

apply for FY2025. If a new Remuneration Policy is presented

at the 2024 AGM, a further statement of how the Committee

would intend to implement the Policy will also be included in

the 2024 AGM Notice.

Base salary

There will be no change to the annual base salary for the

CEO. This will remain at £197,000.

The salary for the incoming CFO, Emmanuel Thomassin, will

be set at £500,000 for FY2024. Further details are provided

in the Chair’s Statement.

Benefits

No changes are proposed to the benefits provision for the

Executive Directors, which will continue to be provided in line

with our Policy.

Pension

Executive Directors continue to be eligible for an employer

pension based on our approach to the wider employee

population in the location governing their contracts. For the

CEO and incoming CFO, the employer pension contribution is

5% of base salary in line with the wider employee population

for the UK.

Variable pay

The CEO will continue to not participate in variable pay

arrangements for FY2025.

The incoming CFO will participate in variable pay

arrangements in FY2025, with the details of the arrangements

to be finalised depending on whether a revised Remuneration

Policy is presented and approved. Details of the variable pay

arrangements to be implemented for the incoming CFO,

including relevant performance measures and targets, will

therefore be disclosed in advance of the 2024 AGM.

NED fees

The Chair fee and Non-Executive Director fees were last

reviewed in April 2023, and have not been changed since

Wise’s Admission in July 2021.

The fees remain as set out below:

Chair fee: £275,000

Non-Executive Director base fee: £170,000

Senior Independent Director: £15,000

Nomination and Remuneration Committee Chairs: £10,000

Audit and Risk Committee Chair: £15,000

115Wise Annual Report and Accounts 2024

The Directors present their report, together with the audited

consolidated financial statements of the Company, for the

year ended 31 March 2024.

The Strategic Report and the Directors’ Report together form

the Management Report for the purposes of the Disclosure

Guidance and Transparency Rules (DTR) 4.1.8R.

In accordance with s414C (11) of the Companies Act 2006,

some of the matters required to be included in the Directors’

Report have been included elsewhere in the Annual Report.

These matters are cross-referenced below and together form

part of the Directors’ Report.

Disclosures

Annual Report and

Accounts section Page

Greenhouse gas emissions Strategic report 52-53

Information on how the

Directors have had regard

for the Company’s

stakeholders and the effect

of the regard

Strategic report 60-61

Information relating to

important events affecting

the Company which have

occurred since the last

financial year

Strategic report 4-39

Risk management and

objectives

Strategic report 62-77

Going Concern and Viability

Statement

Strategic report 78-79

Corporate Governance

Compliance Statement

Corporate

Governance report

Directors’ indemnities Corporate

Governance report

Workforce engagement Strategic report 46-47

Directors’ biographies Corporate

Governance report

86-88

Directors’ conflicts of

interest

Corporate

Governance report

Information relating to the

use of financial instruments,

including financial risk

management objectives and

policies and exposure to

price, credit, liquidity and

cash flowrisks

Note 18

to the Group

Consolidated

Financial Statements

Note 18

Transactions with

relatedparties

Note 24 to the

Group Consolidated

Financial Statements

Note 24

Directors’ report

Other information to be disclosed in the Directors’ Report is

given in this section.

The Directors’ Report fulfils the requirements of the Corporate

Governance Statement for the purposes of DTR 7.2.3R.

Further information is available online at wise.com/owners.

Both the Strategic Report and the Directors’ Report have been

drawn up and presented in accordance with, and in reliance

upon, applicable English company law, and the liabilities of

the Directors in connection with those reports shall be subject

to the limitations and restrictions provided by such law.

Dividends

The Group has not declared or paid out any dividends for the

year ended 31 March 2024.

Powers of the Directors

The Company’s Articles set out the powers of the Directors.

Subject to UK Company law, the Articles and any directions

given by special resolution of the Company, the Directors

have been granted authority to exercise all the powers of the

Company.

The Articles may only be amended by way of special

resolution at a general meeting of the Company’s

shareholders.

Appointment and replacement of

Directors

The appointment and replacement of Directors is governed

by the Articles, the UK Corporate Governance Code (UK

CGC), the Companies Act 2006 and related legislation.

Under the Articles, Directors may be appointed, either to fill a

vacancy or as an addition to the existing Board, by ordinary

resolution of the Company or by resolution of the Board. If

appointed by the Board, a Director must retire and, if willing

to act, seek election at the next AGM following appointment.

In addition, the Articles require all Directors to retire at each

AGM and, if willing to do so, offer themselves for re-election.

This aligns with the requirements of provision 18 of the UK

CGC. Further details can be found on page 92 of the

Corporate Governance Report.

In addition to the powers set out in the Companies Act 2006,

the Articles provide for the removal of a Director before the

expiration of their period of office by ordinary resolution of

the Company.

Future business developments

The Group, via its comprehensive network of localised

infrastructure, can respond to market trends and propel

business development. Future business development is

overseen and monitored as part of the Group’s business-as-

usual activities.

Directors’ report116

Governance

The Group’s strategy in relation to future business

developments is set out in its product development, market

strategy, mission pillars and business model, which invests

heavily in generating growth. More information can be found

in the following sections of the Strategic Report:

• Market overview, on pages 10-11

• Our mission pillars, on pages 12-13

• Our products, on pages 18-29

• A continued focus on profitable growth, which can be

found within the CFO’s Review on pages 36-39

The Board

The membership of the Board and biographies of the

Directors are provided on pages 86-88. Changes to the

Directors during the year and up to the date of this report are

set out on page 82. A summary of the rules related to the

appointment and replacement of Directors and Directors’

powers can be found on page 116. Details of Directors’

interests in the Company’s Ordinary Shares, options held over

Ordinary Shares, interest in share options and long-term

incentive plans are set out on page 110.

The Directors of the Company during the year and up to the

date of approval of these financial statements were:

• Kristo Käärmann

• Matthew Briers

• Clare Gilmartin

• Hooi Ling Tan

• Alastair Rampell

• Ingo Uytdehaage

• David Bolling Wells

• Terri Duhon

• Elizabeth Chambers

1. Matthew Briers resigned as a Director of the Company on

25 March 2024.

Compensation for loss of office

There are no agreements in place between the Company and

its Directors or employees to compensate for loss of office or

employment as a result of a takeover bid.

Change of control

There are no significant agreements to which any member of

the Group is a party that take effect, alter or terminate upon a

change of control of the Company following a takeover bid.

Branches and overseas registered

officers

The Group, through various subsidiaries, has branches in

several different jurisdictions in which the business operates.

Further information on Wise’s subsidiaries outside the UK is

disclosed in note 7 of the Company financial statements.

Post balance sheet events

There have been no material post balance sheet events.

Political donations

No political donations or contributions to political parties

under the Companies Act 2006 have been made during the

financial year. The Group’s policy is that no political donations

are made or political expenditures are incurred.

Charitable donations

The Group made several charitable donations throughout the

year totalling £0.5 million to benefit causes including youth

tech education, financial inclusion for immigrants and

humanitarian assistance. This total does not include the

spending on carbon removal purchases. Refer to the ESG

section on page 54 for more information.

Research and development

Expenditure on the research phase of projects to develop

new products for our customers is recognised as an expense

when incurred. Costs that are directly attributable to a

project’s development phase and meet IAS 38 capitalisation

criteria are recognised as intangible assets. Refer to note 13

in the Group consolidated financial statements for details on

total expenditure and amounts capitalised.

Share capital structure

As at the date of this report, the Company’s issued share

capital consisted of 1,024,777,252 A Ordinary Shares of £0.01

each and 398,889,814 B Ordinary Shares of £0.000,000,001

each. All issued shares were fully paid up, amounting to an

aggregate nominal share capital of £10,247,772.91889. Each

A Ordinary Share is listed on the Official List maintained by

the FCA and admitted to trading on the Main Market of the

London Stock Exchange. Further details of the Company’s

share capital can be found in note 19 of the Group

consolidated financial statements.

Rights attaching to shares and

restrictions on transfer

Each Class A Shareholder is entitled to one vote for each

Class A Share held, subject to any restrictions on total voting

rights as set out in the Company’s Articles. Class A

Shareholders are entitled to interim or annual dividends to the

extent declared and do not hold any preferential rights to

dividends. Class A Ordinary Shares are non-redeemable.

Each Class B Shareholder is entitled to nine votes for each

Class B Ordinary Share held, subject to any restrictions on

total voting rights as set out in the Articles. Class B Ordinary

Shares carry no rights to distributions of dividends except on

distribution of assets, up to their nominal value, on a

liquidation or winding up. Class B Ordinary Shares are strictly

non-transferable, non-tradable and non-distributable to any

person or entity whatsoever.

Aside from deadlines for voting by proxy, there are no

restrictions on voting rights attached to, or on the transfer of,

the Company’s A and B Shares.

Full details regarding the exercise of voting rights at the 2024

AGM, whether in person or by proxy, will be set out in the

Notice of AGM. To be valid, the appointment of a proxy to

vote at a general meeting must be received not less than 48

hours before the time of the meeting.

The Company is not aware of any agreements between the

holders of the A and B Shares that may restrict their transfer

or the voting rights attached to them.

None of the Company’s A and B Shares carry any special

rights regarding control of the Company.

117Wise Annual Report and Accounts 2024

Authority to allot or buy back shares

The Company was granted authority at the 2023 AGM to

purchase in the market its own shares up to a maximum

number of 102,477,725 A Ordinary Shares. No shares were

purchased under this authority in the year to 31 March 2024

and up to the date of this report. This authority expires at the

conclusion of the 2024 AGM, or if earlier at the close of

business on 30 September 2024. This is a standard authority

that the Directors have no present intention of exercising.

At the 2023 AGM, the Directors were granted additional

authority to allot A Ordinary Shares (‘A Shares’) in the

Company or grant rights to subscribe for, or to convert any

security into, A Shares:

(a) up to an aggregate nominal amount of £3,415,924.17,

being one-third of the issued A ordinary share capital of

the Company on 14 July 2023 (being the latest

practicable date prior to the publication of the Notice of

Annual General Meeting); and

(b) comprising equity securities (as defined in Section 560(1)

of the Act) up to a further aggregate nominal amount of

£3,415,924.17, (such amount to be reduced by the

aggregate nominal amount of A Shares allotted or rights

to subscribe for or to convert any security into shares in

the Company granted under paragraph (a) above) again

being one-third of the issued A ordinary share capital of

the Company on 14 July 2023 (being the latest

practicable date prior to the publication of the Notice of

Annual General Meeting) in connection with an offer by

way of a rights issue.

This authority expires at the conclusion of the 2024 AGM or,

if earlier, at the close of business on 30 September 2024. An

ordinary resolution will be proposed for the renewal of this

authority at the 2024 AGM.

Substantial shareholdings

Notifications received by the Company in accordance with

DTR 5 are published via the regulatory Information Services

and on the Company’s website. As at the date of this report,

the Company had been advised of the following voting

interests in the company, amounting to more than 3% of the

Company’s issued share capital.

Name

Total number of

voting rights

% of total voting

rights

Kristo Käärmann 1,868,079,459 49.3

Notorious OÜ 426,682,539 12.22

In the period between 31 March 2023 and the date of this

report, the Company received no further notifications in

accordance with DTR 5.

Share-based employee compensation

The nature, accounting policies and key terms of the Wise plc

Long-Term Incentive plan remain consistent with those

disclosed in the FY2023 Annual Report and Accounts of Wise

Group.

People

As at 31 March 2024, the Group employed 5,646 people,

excluding temporary staff.

Diversity, Equity and Inclusion

Wise is an Equal Opportunities Employer and diversity is at

the heart of our organisation. We give full and fair

consideration to applications for employment by disabled

persons and the continued employment of anyone incurring a

disability while employed by us. Training, career development

and promotion opportunities are equally available to for by all

our employees regardless of disability.

For more information about our progress in Diversity, Equity

and Inclusion, please see Our People section on pages 40-47.

This Report, which has been prepared according to the

requirements of the Companies Act 2006, was approved by

the Board on 13 June 2024 and signed on its behalf by:

David Wells

Chair

Kristo Kӓӓrmann

Chief Executive Officer

Directors’ report continued118

Governance

Statement of Directors’ responsibilities

Statement of Directors’

responsibilities

Statement of Directors’ responsibilities

in respect of the Financial Statements

The directors are responsible for preparing the 2024 Annual

Report and Accounts and the financial statements in

accordance with applicable law and regulation.

Company law requires the directors to prepare financial

statements for each financial year. Under that law the

directors have prepared the Group financial statements in

accordance with UK-adopted international accounting

standards and the Company financial statements in

accordance with United Kingdom Generally Accepted

Accounting Practice (United Kingdom Accounting Standards,

comprising FRS 102 “The Financial Reporting Standard

applicable in the UK and Republic of Ireland”, and applicable

law).

Under Company law, directors must not approve the financial

statements unless they are satisfied that they give a true and

fair view of the state of affairs of the Group and Company and

of the profit or loss of the Group for that period. In preparing

the financial statements, the directors are required to:

• select suitable accounting policies and then apply them

consistently;

• state whether applicable UK-adopted international

accounting standards have been followed for the Group

financial statements and United Kingdom Accounting

Standards, comprising FRS 102 have been followed for the

Company financial statements, subject to any material

departures disclosed and explained in the financial

statements;

• make judgements and accounting estimates that are

reasonable and prudent; and

• prepare the financial statements on the going concern

basis unless it is inappropriate to presume that the Group

and Company will continue in business.

The directors are responsible for safeguarding the assets of

the Group and Company and hence for taking reasonable

steps for the prevention and detection of fraud and other

irregularities.

The directors are also responsible for keeping adequate

accounting records that are sufficient to show and explain the

Group’s and Company’s transactions and disclose with

reasonable accuracy at any time the financial position of the

Group and Company and enable them to ensure that the

financial statements and the Directors’ Remuneration Report

comply with the Companies Act 2006.

The directors are responsible for the maintenance and

integrity of the Company’s website. Legislation in the United

Kingdom governing the preparation and dissemination of

financial statements may differ from legislation in other

jurisdictions.

Directors’ confirmations

Each of the directors, whose names and functions are listed

in the Board of Directors section confirm that, to the best of

their knowledge:

• the Group financial statements, which have been prepared

in accordance with UK-adopted international accounting

standards, give a true and fair view of the assets, liabilities,

financial position and profit of the Group;

• the Company financial statements, which have been

prepared in accordance with United Kingdom Accounting

Standards, comprising FRS 102, give a true and fair view of

the assets, liabilities and financial position of the Company;

and

• the Strategic report includes a fair review of the

development and performance of the business and the

position of the Group and Company, together with a

description of the principal risks and uncertainties that it

faces.

In the case of each director in office at the date the directors’

report is approved:

• so far as the director is aware, there is no relevant audit

information of which the Group’s and Company’s auditors

are unaware; and

• they have taken all the steps that they ought to have taken

as a director in order to make themselves aware of any

relevant audit information and to establish that the Group’s

and Company’s auditors are aware of that information.

This Statement of Director’s responsibility was approved by

the Board on 13 June 2024 and signed on its behalf by:

David Wells

Chair

119Wise Annual Report and Accounts 2024

Independent auditors’ report

to the members of Wise plc

Report on the audit of the financial

statements

Opinion

In our opinion:

• Wise plc’s group financial statements and company

financial statements (the “financial statements”) give a true

and fair view of the state of the group’s and of the

company’s affairs as at 31March2024 and of the group’s

profit and the group’s cash flows for the year then ended;

• the group financial statements have been properly

prepared in accordance with UK-adopted international

accounting standards as applied in accordance with the

provisions of the Companies Act 2006;

• the company financial statements have been properly

prepared in accordance with United Kingdom Generally

Accepted Accounting Practice (United Kingdom Accounting

Standards, including FRS 102 “The Financial Reporting

Standard applicable in the UK and Republic of Ireland”, and

applicable law); and

• the financial statements have been prepared in accordance

with the requirements of the Companies Act 2006.

We have audited the financial statements, included within the

Annual Report, which comprise: Consolidated statement of

financial position and Company statement of financial position

as at 31March2024; Consolidated statement of profit or loss

and other comprehensive income, Consolidated statement of

changes in equity, Company statement of changes in equity

and Consolidated statement of cash flows for the year then

ended; and the notes to the financial statements, comprising

material accounting policy information and other explanatory

information.

Our opinion is consistent with our reporting to the Audit and

Risk Committee.

Basis for opinion

We conducted our audit in accordance with International

Standards on Auditing (UK) (“ISAs (UK)”) and applicable law.

Our responsibilities under ISAs (UK) are further described in

the Auditors’ responsibilities for the audit of the financial

statements section of our report. We believe that the audit

evidence we have obtained is sufficient and appropriate to

provide a basis for our opinion.

Independence

We remained independent of the group in accordance with

the ethical requirements that are relevant to our audit of the

financial statements in the UK, which includes the FRC’s

Ethical Standard, as applicable to listed public interest

entities, and we have fulfilled our other ethical responsibilities

in accordance with these requirements.

To the best of our knowledge and belief, we declare that

non-audit services prohibited by the FRC’s Ethical Standard

were not provided.

Other than those disclosed in note 7, we have provided no

non-audit services to the company or its controlled

undertakings in the period under audit.

Our audit approach

Context

The Group’s financial statements are a consolidation of 34

legal entities and consolidation entries. Two entities contain

reporting branches. Wise Payments Limited has six reporting

branches and Wise Europe SA has one reporting branch. We

consider Wise Payments Limited (including its branches), and

Wise Europe SA (including its branch) to be two separate

reporting units. All other legal entities are considered to be

separate reporting units. We consider the Group to consist of

34 reporting units.

Overview

Audit scope

• Our audit focussed on those entities with the most

significant contribution to the Group’s revenues. Of the

Group’s 34 reporting units, we identified five, which in our

view, required an audit of their complete financial

information for Group reporting purposes. These were Wise

Payments Limited, Wise Europe SA, Wise US Inc, Wise

Australia Pty Ltd and Wise plc.

• We also audited material consolidation journals.

• Cash balances at banks, in hand and in transit between

Group bank accounts across all reporting units were in

scope.

• All audits were performed by the Group engagement team,

with the exception of the procedures over laws and

regulations where we instructed six component auditors to

leverage their local understanding of the regulatory

environment.

• The reporting units within the scope of our work, and work

performed centrally by the Group team, accounted for 86%

of Group revenue.

Key audit matters

• Cash and cash equivalents and short-term financial

investments (group and company)

Materiality

• Overall group materiality: £24,000,000 (2023: £7,300,000)

based on 5% of profit before tax.

• Overall company materiality: £2,217,000

(2023: £1,820,000) based on 1% of total assets.

• Performance materiality: £16,800,000 (2023: £5,100,000)

(group) and £1,550,000 (2023: £1,274,000) (company).

120

Financial Statements

The scope of our audit

As part of designing our audit, we determined materiality and assessed the risks of material misstatement in the financial

statements.

Key audit matters

Key audit matters are those matters that, in the auditors’ professional judgement, were of most significance in the audit of the

financial statements of the current period and include the most significant assessed risks of material misstatement (whether or

not due to fraud) identified by the auditors, including those which had the greatest effect on: the overall audit strategy; the

allocation of resources in the audit; and directing the efforts of the engagement team. These matters, and any comments we

make on the results of our procedures thereon, were addressed in the context of our audit of the financial statements as a

whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

This is not a complete list of all risks identified by our audit.

The key audit matter below is consistent with last year.

Key audit matter How our audit addressed the key audit matter

Cash and cash equivalents and short-term

financial investments (group and company)

Being a money payments business, the Group has balances

with multiple financial institutions. As disclosed in note 15,

the Group has cash and cash equivalents and short-term

financial investments; representing corporate cash and

amounts covering the liability from Wise Accounts.

TheCompany has cash and cash equivalents as disclosed

inthe Company Statement of financial position.

Bank accounts are regularly reconciled and a mix of

automated and monitoring controls are in place. Our audit

approach in relation to cash and cash equivalents is primarily

substantive in nature; however due to the improvement in

controls, we were able to take partial controls reliance for

part of the year.

Given the nature of operations, the balances being many

multiples of materiality, complexity and residual control

matters, our audit focussed on procedures to test the

existence and completeness of cash and cash equivalents.

Refer to note 15 and the Risk management and internal

controls section of the Audit and Risk Committee Report.

We obtained management’s schedule of bank accounts

prepared for the audit and compared this against known

bank accounts from the previous year to test for omitted or

closed accounts and performed the following:

For the Group, we independently confirmed more than 99%

of the cash and cash equivalents financial statement line

item (with the exception of cash in transit to customers) as

at 31 March 2024 with third party institutions. We performed

alternative procedures on the remaining immaterial balance

to verify existence;

For the Company, we independently confirmed 100% of the

cash and cash equivalents financial statement line item with

third party institutions;

We also obtained independent direct confirmations for the nil

value balance accounts as at year end and obtained

evidence of closure letters for bank accounts closed during

the year;

We performed procedures to verify whether there were any

transactions during the year for the nil value balance

accounts confirmed by the bank with no corresponding GL

code;

We tested 100% of bank reconciliations from the bank

statement to the general ledger as at 31 March 2024 and

tested a sample of the reconciling items substantively;

We also tested a sample of bank reconciliations performed

throughout the year;

We independently confirmed 100% of the short-term

financial investments line item as at 31 March 2024 with third

party institutions; and

From our procedures performed, we did not identify any

material misstatements in the cash and cash equivalents or

short-term financial investments.

121Wise Annual Report and Accounts 2024

Independent auditors’ report continued

How we tailored the audit scope

We tailored the scope of our audit to ensure that we

performed enough work to be able to give an opinion on the

financial statements as a whole, taking into account the

structure of the group and the company, the accounting

processes and controls, and the industry in which they

operate.

The Group is organised into 34 reporting units and the Group

financial statements are a consolidation of these reporting

units. The reporting units vary in size. We identified five units

that required a full scope audit of their financial information

due to either their size or risk characteristics. These were

Wise Payments Limited, Wise Europe SA, Wise US Inc, Wise

Australia Pty Ltd and Wise plc.

We also audited material consolidation journals.

All reporting units were subject to audit procedures over cash

and cash equivalents balances, due to their contribution to

the Group’s statement of financial position.

Our audit scope was determined by considering the

significance of each reporting unit’s contribution to revenue,

and individual financial statement line items, with specific

consideration to obtaining sufficient coverage over significant

risks.

We also considered the continuing improvement in

information technology systems throughout the organisation

when determining the audit approach. This year we were able

to gain greater reliance on the IT systems using a combination

of IT controls and IT substantive testing specifically for

Revenue and Wise Accounts.

We planned the audit to gain the required level of audit

evidence from both controls and substantive testing across

all balances and transactions, including testing IT system

reports that are relied on for the purpose of the audit. See the

Risk management and internal controls section in the Audit

and Risk Committee report.

The Group operates under a unitary and homogenous control

structure, meaning that all books and records are maintained

and accessible in the UK. Therefore all audit work was

performed by the Group engagement team with the exception

of procedures over laws and regulations where we instructed

six component auditor teams to perform specific procedures

in order to leverage their local understanding of the

regulatory environment. The Group team also performed the

audit of the Company.

The impact of climate risk on our audit

As part of our audit we made enquiries of management to

understand the extent of the potential impact of climate risk

on the group’s and company’s financial statements, and we

remained alert when performing our audit procedures for any

indicators of the impact of climate risk. Our procedures did

not identify any material impact as a result of climate risk on

the group’s and company’s financial statements.

Materiality

The scope of our audit was influenced by our application of

materiality. We set certain quantitative thresholds for

materiality. These, together with qualitative considerations,

helped us to determine the scope of our audit and the nature,

timing and extent of our audit procedures on the individual

financial statement line items and disclosures and in

evaluating the effect of misstatements, both individually and

in aggregate on the financial statements as a whole.

Based on our professional judgement, we determined

materiality for the financial statements as a whole as follows:



Financial statements -

group

Financial statements

- company

Overall

materiality

£24,000,000

(2023: £7,300,000).

£2,217,000

(2023: £1,820,000).

How we

determined it

5% of profit before

tax

1% of total assets

Rationale for

benchmark

applied

We consider that a

profit based

benchmark is

appropriate for a

listed company and

is the focus of the

shareholders. Profit

before tax is a

generally accepted

auditing benchmark

for listed companies.

We believe that

total assets is the

primary measure

used by the

shareholders in

assessing the

performance of the

entity, and is a

generally accepted

auditing benchmark

for non trading

companies.

For each component in the scope of our group audit, we

allocated a materiality that is less than our overall group

materiality. The range of materiality allocated across

components was £3,578,000 to £22,200,000. Certain

components were audited to a local statutory audit materiality

that was also less than our overall group materiality.

We use performance materiality to reduce to an appropriately

low level the probability that the aggregate of uncorrected

and undetected misstatements exceeds overall materiality.

Specifically, we use performance materiality in determining

the scope of our audit and the nature and extent of our

testing of account balances, classes of transactions and

disclosures, for example in determining sample sizes. Our

performance materiality was 70% (2023: 70%) of overall

materiality, amounting to £16,800,000 (2023: £5,100,000) for

the group financial statements and £1,550,000

(2023: £1,274,000) for the company financial statements.

In determining the performance materiality, we considered a

number of factors - the history of misstatements, risk

assessment and aggregation risk and the effectiveness of

controls - and concluded that an amount in the middle of our

normal range was appropriate.

We agreed with the Audit and Risk Committee that we would

report to them misstatements identified during our audit

above £1,200,000 (group audit) (2023: £370,000) and

£110,000 (company audit) (2023: £91,000) as well as

misstatements below those amounts that, in our view,

warranted reporting for qualitative reasons.

Conclusions relating to going concern

Our evaluation of the directors’ assessment of the group’s

and the company’s ability to continue to adopt the going

concern basis of accounting included:

• Obtaining management’s analysis of the going concern of

the Group and Company and supporting forecasts;

• Understanding and assessing the key inputs into

managements’ base case, severe but plausible (marketwide

and idiosyncratic), and the reverse stress scenario, such as

volumes and take rate, to ensure that these were

consistent with our understanding and the inputs used in

other key accounting judgements, such as deferred tax

recoverability;

122

Financial Statements

• Reviewing the covenants applicable to the Group’s

borrowings and assessing whether the forecasts supported

ongoing compliance with the financial covenants;

• Considering the historical reliability of management

forecasting for cash flows by comparing budgeted results

to actual performance over a period of three years;

• Reading management’s paper to the Audit and Risk

Committee in respect of going concern, and agreeing the

forecasts set out in this paper to the underlying base case

cash flow model and board approved forecasts; and

• Reviewing the disclosures in the financial statements

relating to the going concern basis of preparation, and

evaluating that these provided an explanation of the

Directors’ assessment that was consistent with the audit

evidence we obtained.

Based on the work we have performed, we have not

identified any material uncertainties relating to events or

conditions that, individually or collectively, may cast

significant doubt on the group’s and the company’s ability to

continue as a going concern for a period of at least twelve

months from when the financial statements are authorised for

issue.

In auditing the financial statements, we have concluded that

the directors’ use of the going concern basis of accounting in

the preparation of the financial statements is appropriate.

However, because not all future events or conditions can be

predicted, this conclusion is not a guarantee as to the group’s

and the company’s ability to continue as a going concern.

In relation to the directors’ reporting on how they have

applied the UK Corporate Governance Code, we have nothing

material to add or draw attention to in relation to the

directors’ statement in the financial statements about

whether the directors considered it appropriate to adopt the

going concern basis of accounting.

Our responsibilities and the responsibilities of the directors

with respect to going concern are described in the relevant

sections of this report.

Reporting on other information

The other information comprises all of the information in the

Annual Report other than the financial statements and our

auditors’ report thereon. The directors are responsible for the

other information. Our opinion on the financial statements

does not cover the other information and, accordingly, we do

not express an audit opinion or, except to the extent

otherwise explicitly stated in this report, any form of

assurance thereon.

In connection with our audit of the financial statements, our

responsibility is to read the other information and, in doing so,

consider whether the other information is materially

inconsistent with the financial statements or our knowledge

obtained in the audit, or otherwise appears to be materially

misstated. If we identify an apparent material inconsistency

or material misstatement, we are required to perform

procedures to conclude whether there is a material

misstatement of the financial statements or a material

misstatement of the other information. If, based on the work

we have performed, we conclude that there is a material

misstatement of this other information, we are required to

report that fact. We have nothing to report based on these

responsibilities.

With respect to the Strategic report and Directors’ report, we

also considered whether the disclosures required by the UK

Companies Act 2006 have been included.

Based on our work undertaken in the course of the audit, the

Companies Act 2006 requires us also to report certain

opinions and matters as described below.

Strategic report and Directors’ report

In our opinion, based on the work undertaken in the course of

the audit, the information given in the Strategic report and

Directors’ report for the year ended 31March2024 is

consistent with the financial statements and has been

prepared in accordance with applicable legal requirements.

In light of the knowledge and understanding of the group and

company and their environment obtained in the course of the

audit, we did not identify any material misstatements in the

Strategic report and Directors’ report.

Directors’ Remuneration

In our opinion, the part of the Directors’ Remuneration report

to be audited has been properly prepared in accordance with

the Companies Act 2006.

Corporate governance statement

ISAs (UK) require us to review the directors’ statements in

relation to going concern, longer-term viability and that part

of the corporate governance statement relating to the

company’s compliance with the provisions of the UK

Corporate Governance Code, which the Listing Rules of the

Financial Conduct Authority specify for review by auditors of

premium listed companies. Our additional responsibilities with

respect to the corporate governance statement as other

information are described in the Reporting on other

information section of this report.

Based on the work undertaken as part of our audit, we have

concluded that each of the following elements of the

corporate governance statement, included within the

Corporate Governance Compliance Statement is materially

consistent with the financial statements and our knowledge

obtained during the audit, and we have nothing material to

add or draw attention to in relation to:

• The directors’ confirmation that they have carried out a

robust assessment of the emerging and principal risks;

• The disclosures in the Annual Report that describe those

principal risks, what procedures are in place to identify

emerging risks and an explanation of how these are being

managed or mitigated;

• The directors’ statement in the financial statements about

whether they considered it appropriate to adopt the going

concern basis of accounting in preparing them, and their

identification of any material uncertainties to the group’s

and company’s ability to continue to do so over a period of

at least twelve months from the date of approval of the

financial statements;

• The directors’ explanation as to their assessment of the

group’s and company’s prospects, the period this

assessment covers and why the period is appropriate; and

• The directors’ statement as to whether they have a

reasonable expectation that the company will be able to

continue in operation and meet its liabilities as they fall due

over the period of its assessment, including any related

disclosures drawing attention to any necessary

qualifications or assumptions.

123Wise Annual Report and Accounts 2024

Independent auditors’ report continued

Our review of the directors’ statement regarding the longer-

term viability of the group and company was substantially

less in scope than an audit and only consisted of making

inquiries and considering the directors’ process supporting

their statement; checking that the statement is in alignment

with the relevant provisions of the UK Corporate Governance

Code; and considering whether the statement is consistent

with the financial statements and our knowledge and

understanding of the group and company and their

environment obtained in the course of the audit.

In addition, based on the work undertaken as part of our

audit, we have concluded that each of the following elements

of the corporate governance statement is materially

consistent with the financial statements and our knowledge

obtained during the audit:

• The directors’ statement that they consider the Annual

Report, taken as a whole, is fair, balanced and

understandable, and provides the information necessary

for the members to assess the group’s and company’s

position, performance, business model and strategy;

• The section of the Annual Report that describes the review

of effectiveness of risk management and internal control

systems; and

• The section of the Annual Report describing the work of the

Audit and Risk Committee.

We have nothing to report in respect of our responsibility to

report when the directors’ statement relating to the

company’s compliance with the Code does not properly

disclose a departure from a relevant provision of the Code

specified under the Listing Rules for review by the auditors.

Responsibilities for the financial statements

and the audit

Responsibilities of the directors for the financial

statements

As explained more fully in the Statement of Directors’

responsibilities, the directors are responsible for the

preparation of the financial statements in accordance with the

applicable framework and for being satisfied that they give a

true and fair view. The directors are also responsible for such

internal control as they determine is necessary to enable the

preparation of financial statements that are free from material

misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are

responsible for assessing the group’s and the company’s

ability to continue as a going concern, disclosing, as

applicable, matters related to going concern and using the

going concern basis of accounting unless the directors either

intend to liquidate the group or the company or to cease

operations, or have no realistic alternative but to do so.

Auditors’ responsibilities for the audit of the

financial statements

Our objectives are to obtain reasonable assurance about

whether the financial statements as a whole are free from

material misstatement, whether due to fraud or error, and to

issue an auditors’ report that includes our opinion. Reasonable

assurance is a high level of assurance, but is not a guarantee

that an audit conducted in accordance with ISAs (UK) will

always detect a material misstatement when it exists.

Misstatements can arise from fraud or error and are

considered material if, individually or in the aggregate, they

could reasonably be expected to influence the economic

decisions of users taken on the basis of these financial

statements.

Irregularities, including fraud, are instances of non-

compliance with laws and regulations. We design procedures

in line with our responsibilities, outlined above, to detect

material misstatements in respect of irregularities, including

fraud. The extent to which our procedures are capable of

detecting irregularities, including fraud, is detailed below.

Based on our understanding of the group and industry, we

identified that the principal risks of non-compliance with laws

and regulations related to laws and regulations set by the

Financial Conduct Authority (FCA), the National Bank of

Belgium (NBB), the Australian Prudential Regulation Authority

(APRA), Consumer Financial Protection Bureau (CFPB),

relevant state regulators in the United States as well as other

regulators regulating activities of subsidiaries of the Group, as

well as relevant Anti-Bribery and Corruption, Anti-Money

Laundering and sanctions legislation in each of the territories

in which the Group operates, and we considered the extent to

which non-compliance might have a material effect on the

financial statements. We also considered those laws and

regulations that have a direct impact on the financial

statements such as the Companies Act 2006 and relevant tax

legislation in each of the territories in which the Group

operates. We evaluated management’s incentives and

opportunities for fraudulent manipulation of the financial

statements (including the risk of override of controls), and

determined that the principal risks were related to posting of

inappropriate journal entries impacting revenue, misreporting

of corporate cash and cash in transit balances and

understatement of customer liabilities (including ‘Wise

accounts’). The group engagement team shared this risk

assessment with the component auditors so that they could

include appropriate audit procedures in response to such

risks in their work. Audit procedures performed by the group

engagement team and/or component auditors included:

• Review of correspondence with and reports to the

regulators, including the FCA, NBB, APRA, CFPB and certain

relevant state regulators in the United States;

• Review of management’s reporting to the Audit and Risk

Committee in respect of compliance and legal matters;

• Discussions with management and the Audit and Risk

Committee, including consideration of known or suspected

instances of non-compliance with laws and regulation and

fraud;

• Reviewing Board meeting and other relevant Committee

minutes to identify any significant or unusual transactions

or other matters that could require further investigation;

• Inquiring of management and review of internal audit

reports in so far as they related to the financial statements;

• Obtaining legal confirmations from legal advisors relating to

specific active litigation;

• Identifying and testing journal entries meeting specific

fraud criteria, including those posted to certain account

combinations;

• Reviewing dispute logs, breaches/incidents log, legal

expenses and whistleblowing reports;

• Testing a sample of intra-Group cash in transit balances at

the year end to address the risk of double counting;

124

Financial Statements

Appointment

Following the recommendation of the Audit and Risk

Committee, we were appointed by the directors on

21September2021 to audit the financial statements for the

year ended 31March2022 and subsequent financial periods.

The period of total uninterrupted engagement is three years,

covering the years ended 31March2022 to 31March2024.

Other matter

The company is required by the Financial Conduct Authority

Disclosure Guidance and Transparency Rules to include these

financial statements in an annual financial report prepared

under the structured digital format required by DTR 4.1.15R -

4.1.18R and filed on the National Storage Mechanism of the

Financial Conduct Authority. This auditors’ report provides no

assurance over whether the structured digital format annual

financial report has been prepared in accordance with those

requirements.

Mark Jordan (Senior Statutory Auditor)

for and on behalf of PricewaterhouseCoopers LLP

Chartered Accountants and Statutory Auditors

London

13June2024

• Performing analytics on cash concentration by geography

and subsequent movement to identify indications of

roundtripping of cash or unusual patterns which required

further investigation;

• Obtaining confirmations over selected customer balances

direct from customers;

• Reviewing customer complaints and testing a sample based

on risk criteria for indications of systemic evidence of

understatement of customer liabilities and non-compliance

with laws and regulations; and

• Incorporating unpredictability in the selection of the nature,

timing and extent of audit procedures performed.

There are inherent limitations in the audit procedures

described above. We are less likely to become aware of

instances of non-compliance with laws and regulations that

are not closely related to events and transactions reflected in

the financial statements. Also, the risk of not detecting a

material misstatement due to fraud is higher than the risk of

not detecting one resulting from error, as fraud may involve

deliberate concealment by, for example, forgery or intentional

misrepresentations, or through collusion.

Our audit testing might include testing complete populations

of certain transactions and balances, possibly using data

auditing techniques. However, it typically involves selecting a

limited number of items for testing, rather than testing

complete populations. We will often seek to target particular

items for testing based on their size or risk characteristics. In

other cases, we will use audit sampling to enable us to draw a

conclusion about the population from which the sample is

selected.

A further description of our responsibilities for the audit of the

financial statements is located on the FRC’s website at:

www.frc.org.uk/auditorsresponsibilities. This description

forms part of our auditors’ report.

Use of this report

This report, including the opinions, has been prepared for and

only for the company’s members as a body in accordance

with Chapter 3 of Part 16 of the Companies Act 2006 and for

no other purpose. We do not, in giving these opinions, accept

or assume responsibility for any other purpose or to any other

person to whom this report is shown or into whose hands it

may come save where expressly agreed by our prior consent

in writing.

Other required reporting

Companies Act 2006 exception reporting

Under the Companies Act 2006 we are required to report to

you if, in our opinion:

• we have not obtained all the information and explanations

we require for our audit; or

• adequate accounting records have not been kept by the

company, or returns adequate for our audit have not been

received from branches not visited by us; or

• certain disclosures of directors’ remuneration specified by

law are not made; or

• the company financial statements and the part of the

Directors’ Remuneration report to be audited are not in

agreement with the accounting records and returns.

We have no exceptions to report arising from this

responsibility.

125Wise Annual Report and Accounts 2024

Consolidated statement of profit or loss

and other comprehensive income

For the year ended 31 March 2024

Consolidated statement of profit or loss and other comprehensive income

		2024	2023
	Note	£m	£m
Revenue	3	1,052.0	846.1
Interest income on customer balances	4	485.2	140.2
Interest expense on customer balances		–	(3.7)
Benefits paid relating to customer balances	5	(124.9)	(18.4)
Cost of sales	6	(307.4)	(308.2)
Net credit losses on financial assets	6	(12.5)	(17.8)
Gross profit		1,092.4	638.2
Administrative expenses	7	(615.9)	(494.5)
Net interest income from corporate investments		19.7	2.8
Other operating income, net		5.7	10.7
Operating profit		501.9	157.2
Finance expense	9	(20.5)	(10.7)
Profit before tax		481.4	146.5
Income tax expense	10	(126.8)	(32.5)
Profit for the year		354.6	114.0
Other comprehensive income/(loss)
Items that may be reclassified to profit or loss:
Fair value gain/(loss) on investments, net		10.9	(5.5)
Currency translation differences		(7.0)	3.0
Total other comprehensive income/(loss)		3.9	(2.5)
Total comprehensive income for the year		358.5	111.5
Earnings per share
Basic, in pence	11	34.20	11.07
Diluted, in pence	11	33.73	10.94
Alternative performance measures
Income¹		1,412.3	964.2
Underlying income²		1,172.7	892.0
Underlying profit before tax		241.8	74.3

1. Income is defined as revenue plus interest income on customer balances, less interest expense on customer balances and benefits paid relating

to customer balances.

2. Underlying income is a measure of income retained from customers and it is comprised of revenue from customers and the first 1% yield of

interest income on customer balances that Wise retains.

3. Underlying profit before tax is a profitability measure calculated as profit before tax using underlying income and excluding benefits paid relating

to customer balances.

All results are derived from continuing operations.

The accompanying notes form an integral part of these Group consolidated financial statements.

126

Financial Statements

Consolidated statement of financial position

Consolidated statement

of financial position

As at 31 March 2024

		2024	2023
	Note	£m	£m
Non-current assets
Deferred tax assets	10	103.0	113.2
Property, plant and equipment	12	34.3	21.1
Intangible assets	13	6.5	11.4
Trade and other receivables	14	32.1	17.9
Total non-current assets		175.9	163.6
Current assets
Current tax assets		4.0	6.7
Trade and other receivables	14	442.8	250.0
Short-term financial investments	18	4,033.9	3,804.5
Derivative financial assets	18	1.6	–
Cash and cash equivalents	15	10,479.2	7,679.4
Total current assets		14,961.5	11,740.6
Total assets		15,137.4	11,904.2
Non-current liabilities
Trade and other payables	16	46.1	29.7
Provisions		2.3	2.7
Deferred tax liabilities		2.4	1.1
Borrowings	17	14.8	7.8
Total non-current liabilities		65.6	41.3
Current liabilities
Trade and other payables	16	13,872.7	11,022.9
Derivative financial liabilities	18	1.6	–
Provisions		2.2	2.5
Current tax liabilities		6.0	4.0
Borrowings	17	209.4	256.6
Total current liabilities		14,091.9	11,286.0
Total liabilities		14,157.5	11,327.3
Equity
Share capital	19	10.2	10.2
Equity merger reserve		(8.0)	(8.0)
Share-based payment reserve		306.5	247.4
Own shares reserve		(55.5)	(10.4)
Other reserves		(12.4)	(23.3)
Currency translation reserve		(3.8)	3.2
Retained earnings		742.9	357.8
Total equity		979.9	576.9
Total liabilities and equity		15,137.4	11,904.2

The accompanying notes form an integral part of these Group consolidated financial statements.

The Group consolidated financial statements on pages 126 to 157 were authorised for issue by the Board of Directors on

13 June 2024 and were signed on its behalf by:

Kristo Käärmann

Co-founder and CEO

13 June 2024

127Wise Annual Report and Accounts 2024

Consolidated statement

of changes in equity

For the year ended 31 March 2024

Consolidated statement of changes in equity

			Equity	Share-based			Currency
		Share	merger	payment	Own shares	Other	translation	Retained	Total
		capital	reserve	reserve	reserve	reserves	reserve	earnings	equity
	Note	£m	£m	£m	£m	£m	£m	£m	£m
At 1 April 2022		10.2	(8.0)	200.5	(0.4)	(17.8)	0.2	224.5	409.2
Profit for the year		–	–	–	–	–	–	114.0	114.0
Fair value loss on investments, net		–	–	–	–	(5.5)	–	–	(5.5)
Currency translation differences		–	–	–	–	–	3.0	–	3.0
Total comprehensive income for the year		–	–	–	–	(5.5)	3.0	114.0	111.5
Issue of share capital		–	–	–	–	–	–	–	–
Shares acquired by ESOP Trust	20	–	–	–	(10.1)	–	–	–	(10.1)
Share-based compensation expense	21	–	–	58.0	–	–	–	(0.3)	57.7
Tax on share-based compensation	10	–	–	8.0	–	–	–	–	8.0
Employee share schemes	21	–	–	(19.1)	0.1	–	–	19.6	0.6
At 31 March 2023		10.2	(8.0)	247.4	(10.4)	(23.3)	3.2	357.8	576.9
Profit for the year		–	–	–	–	–	–	354.6	354.6
Fair value loss on investments, net		–	–	–	–	10.9	–	–	10.9
Currency translation differences		–	–	–	–	–	(7.0)	–	(7.0)
Total comprehensive income for the year		–	–	–	–	10.9	(7.0)	354.6	358.5
Issue of share capital		–	–	–	–	–	–	–	–
Shares acquired by ESOP Trust	20	–	–	–	(69.9)	–	–	–	(69.9)
Share-based compensation expense	21	–	–	72.5	–	–	–	–	72.5
Tax on share-based compensation	10	–	–	40.8	–	–	–	–	40.8
Employee share schemes	21	–	–	(54.2)	24.8	–	–	30.5	1.1
At 31 March 2024		10.2	(8.0)	306.5	(55.5)	(12.4)	(3.8)	742.9	979.9

1. The merger reserve arises from the Group pre-listing reorganisation accounted for as a capital reorganisation. Upon the reorganisation, the

Group’s Ordinary Shares have been represented as those of Wise plc. The difference between Wise Payments Limited net assets and the

nominal value of the shares in issue is recorded in the merger reserve.

2. Other reserves predominantly relate to investments into highly liquid bonds measured at FVOCI. For these investments, changes in fair value are

accumulated within the FVOCI reserve within equity. On disposal of these debt investments, any related balance within the FVOCI reserve is

reclassified to profit or loss. During the year £10.9m of fair value gains were recognised in other comprehensive income (2023: fair value losses

of £5.5m), including £3.5m of tax credit (2023: £2.4m tax charge). Refer to note 10 for further information on the tax recognised on bonds.

The accompanying notes form an integral part of these Group consolidated financial statements.

128

Financial Statements

Consolidated statement of cash flows

Consolidated statement

of cash flows

For the year ended 31 March 2024

		2024	2023
	Note	£m	£m
Cash generated from operations	22	2,994.9	3,847.1
Interest received		344.4	103.9
Interest paid		(16.7)	(12.4)
Corporate income tax paid		(73.7)	(18.7)
Net cash generated from operating activities		3,248.9	3,919.9
Cash flows from investing activities
Payments for property, plant and equipment		(10.6)	(3.6)
Payments for intangible assets		(2.4)	(5.2)
Payments for financial assets at FVOCI		(9,552.3)	(8,655.9)
Proceeds from sale and maturity of financial assets at FVOCI		9,422.6	6,077.2
Proceeds from sublease		0.1	0.2
Net cash used in investing activities		(142.6)	(2,587.3)
Cash flows from financing activities
Funding relating to share purchases and employee share schemes		(68.4)	(10.1)
Proceeds from issues of shares and other equity		1.0	0.6
Proceeds from borrowings	17	420.0	529.0
Repayments of borrowings	17	(470.0)	(359.0)
Principal elements of lease payments	17	(7.1)	(5.9)
Interest paid on leases	17	(1.1)	(0.7)
Net cash (used in)/generated from financing activities		(125.6)	153.9
Net increase in cash and cash equivalents		2,980.7	1,486.5
Cash and cash equivalents at beginning of the year	15	7,679.4	6,056.3
Effects of exchange rate changes on cash and cash equivalents		(180.9)	136.6
Cash and cash equivalents at end of the year	15	10,479.2	7,679.4

The accompanying notes form an integral part of these Group consolidated financial statements.

129Wise Annual Report and Accounts 2024

Notes to the Group

consolidatedfinancial statements

For the year ended 31 March 2024

Notes to the Group consolidatedfinancial statements

Note 1. Presentation of the consolidated financial statements

1.1 General information

Wise plc (the ‘Company’) is a public limited company and is incorporated and domiciled in England. The address of its registered

office is 6

Floor, Tea Building, 56 Shoreditch High Street, London E1 6JJ. The principal activity of the Company and its

subsidiaries (the ‘Group’) is the provision of cross-border and domestic financial services. Further information on the Group’s

operations and principal activities is presented in the Strategic Report.

1.2 Accounting information and policies

Introduction

This section describes the basis of preparation of the consolidated financial statements and the Group’s accounting policies

that are applicable to the financial statements as a whole. The Group’s material accounting policies and critical accounting

estimates and judgements specific to a note, are included in the note to which they relate. Furthermore, the section details

new accounting standards, amendments and interpretations, that the Group has adopted in the current financial year or

will adopt in subsequent years.

(a) Basis of preparation

The consolidated financial statements of the Group have been prepared in accordance with the UK-adopted International

Accounting Standards in conformity with the applicable legal requirements of the Companies Act 2006. The accounting policies

applied are consistent with those of the preceding financial year, unless otherwise stated.

The financial statements are prepared on a going concern basis. All financial information is presented in millions of pounds

sterling (‘£’), which is the Group’s presentation currency, rounded to the nearest £0.1m, unless otherwise stated. The financial

statements have been prepared under the historical cost convention modified to include the fair valuation of particular financial

instruments, to the extent required or permitted under IFRS as set out in the relevant accounting policies.

(b) Going concern

The Group’s business activities together with the factors likely to affect its future development and position are set out in the

Strategic report.

The financial statements are prepared on a going concern basis as the Directors are satisfied that the Group has the available

resources to continue in business for the foreseeable future.

The going concern assessment is based on the detailed forecast prepared by management and approved by the Board (base

plan). As part of the going concern review, the Directors have considered severe, but plausible, downside scenarios to stress

test the viability of the business. These downside scenarios covered reduction in revenues, profitability, cash position and

liquidity as well as the Group’s ability to meet its regulatory capital and liquidity requirements. Appropriate assumptions have

been made in respect of revenue growth and profitability, based on the economic outlook over the forecast period. Appropriate

sensitivities have been applied in order to stress test the base plan, considering situations with lower revenue growth and

profitability compared to the base plan, where future trading is less than forecasted. Management expects that sufficient

liquidity and regulatory capital requirement headroom are maintained throughout the forecast period.

The Directors have made inquiries of management and considered forecasts for the Group and have, at the time of approving

these financial statements, a reasonable expectation that the Group has adequate resources to continue in operations for the

foreseeable future. Further details are contained in the Viability Statement of the Strategic Report.

The financial statements comprise the consolidated financial statements of Wise plc and its subsidiaries as at 31 March 2024.

Subsidiaries are all entities over which the Group has control. The Group controls an entity when it is exposed to, or has

rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power

over the entity.

Subsidiaries are fully consolidated from the date on which control is obtained by the Group and are de-consolidated from the

date that control ceases.

Inter-company transactions, balances and unrealised gains on transactions between companies within the Group are eliminated

on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the

transferred asset. Group accounting policies are consistently applied to all entities and transactions.

130

Financial Statements

(d) Current versus non-current classification

The Group presents assets and liabilities in the statement of financial position based on current or non-current classification.

An asset is current when it satisfies any of the following criteria:

• expected to be realised or intended to be sold or consumed in the normal operating cycle;

• held primarily for the purpose of trading;

• expected to be realised within 12 months after the reporting period;

• cash or cash equivalent unless restricted from being exchanged or used to settle a liability for at least 12 months after the

reporting period.

All other assets are classified as non-current.

A liability is current when it satisfies any of the following criteria:

• it is expected to be settled in the normal operating cycle;

• it is held primarily for the purpose of trading;

• it is due to be settled within 12 months after the reporting period;

• there is no unconditional right to defer the settlement of the liability for at least 12 months after the reporting period.

The Group classifies all other liabilities as non-current. Deferred tax assets and liabilities are classified as non-current assets

and liabilities.

(e) Foreign currency translation

The Group’s consolidated financial statements are presented in pounds sterling. Items included in the financial statements of

each of the Group’s entities are measured using the currency of the primary economic environment in which the entity operates

(‘the functional currency’).

Transactions and balances

Transactions in foreign currencies are initially recorded by the Group’s entities at their respective functional currency spot rates

at the date the transaction is recognised.

Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation of monetary

assets and liabilities denominated in foreign currencies at year-end exchange rates are recognised in profit or loss (either as

cost of sales or administrative expenses).

Non-monetary assets and liabilities are translated at historical exchange rates if held at historical cost, or year-end exchange

rates if held at fair value, and the resulting foreign exchange gains or losses are recognised in either the income statement or

shareholders’ equity depending on the treatment of the gain or loss on the asset or liability.

Group companies

On consolidation, the results and financial position of foreign operations (none of which has the currency of a hyperinflationary

economy) are translated into pounds sterling as follows:

• assets and liabilities for each balance sheet presented are translated at the closing exchange rate at the reporting date;

• income and expenses are translated at average monthly exchange rates; and

• all resulting exchange differences are recognised in other comprehensive income.

(f) Changes in material accounting policies and disclosures

Adoption of new or revised standards and interpretations

The following new or revised standards and interpretations became effective for the Group from 1 April 2023:

a. Amendments to IAS 1 and IFRS Practice Statement 2 – Disclosure of Accounting Policies

Although the amendments did not result in any changes to the accounting policies themselves, they impacted the accounting

policy information disclosed in the financial statements. The amendments require the disclosure of ‘material’, rather than

‘significant’, accounting policies. Management reviewed the accounting policies and made updates to the information disclosed

in the Annual Report in line with the amendments.

b. Amendments to IAS 12 – International Tax Reform – Pillar Two Model Rules

Pillar Two legislation has been enacted or substantively enacted in certain jurisdictions in which the Group operates. The Group

has applied a temporary mandatory exception from deferred tax accounting for the impacts of the top-up taxes and accounts

for it as a current tax when it is incurred. The Group has performed an initial assessment of the potential exposure to Pillar Two

income taxes. This assessment is based on the most recent information available regarding the financial performance of the

constituent entities in the Group. Based on the initial assessment performed, the Group does not expect any material top-up

taxes. The Group is continuing to monitor potential future implications.

131Wise Annual Report and Accounts 2024

c. Other amendments:

• IFRS 17 – Insurance Contracts

• Amendments to IAS 8 – Definition of Accounting Policies

• Amendments to IAS 12 – Deferred Tax related to Assets and Liabilities arising from a Single Transaction

The adoption of the other amendments did not have a material impact on the Group. There are no other new or revised

standards or interpretations that are effective for the first time for the financial year beginning on or after 1 April 2023 that would

be expected to have a material impact on the Group.

New standards, amendments and interpretations not yet adopted

The following amendments have been published by the IASB and are effective for annual periods beginning on or after 1 January

2024; the amendments have not been early-adopted by the Group:

a. Amendment to IAS 1 – Classification of Liabilities as Current or Non-current and Non-current Liabilities with Covenants

The amendments, as issued in 2020, aim to clarify the requirements on determining whether a liability is current or non-current,

and apply retrospectively for annual reporting periods beginning on or after 1 January 2024. It is anticipated that the application

of those amendments may have an impact in the Group’s consolidated financial statements in future periods.

b. New standard issue – IFRS 18 Primary financial statements

The new standard will become effective, in the consolidated Group financial statements, for annual reporting periods beginning

on or after 1 January 2027 and its impact is under assessment.

c. Other amendments:

• Amendments to IFRS 16 – Lease Liability in a Sale and Leaseback

• Amendments to IAS 7 and IFRS 7 – Supplier Finance Arrangements

• Amendments to IAS 21 – Lack of Exchangeability

• Amendments to IFRS 10 and IAS 28 – Sale of Contribution of Assets between an Investor and its Associate or Joint Venture

None of the other amendments are expected to have a material impact on the Group in the current or future reporting periods or

on foreseeable future transactions.

1.3. Critical accounting judgements and key sources of estimation uncertainty

Details of critical judgements which the Directors consider could have a significant impact on these financial statements are set

out in the following notes:

• Customer balances (recognition of the financial assets and their respective liabilities on the balance sheet) – note 15 and note 16

• Net gains and losses from foreign exchange differences (accounting) – note 6

Management has concluded that there are no critical accounting areas of estimation.

Note 2. Segment information

Accounting policy

The Group is managed on the basis of a single segment. The information regularly reported to the Chief Operating

Decision Maker (‘CODM’), which is currently the Board of Directors of the Group, for the purposes of resource allocation

and the assessment of performance, is based wholly on the overall activities of the Group. Based on the Group’s

business model, the Group has determined that it has only one reportable segment under IFRS 8, which is provision of

cross-border and domestic financial services.

The Group’s revenue, assets and liabilities for the reportable segment can be determined by reference to the statement of

comprehensive income and the statement of financial position. The analysis of revenue by type of customer and geographical

region is set out in note 3.

Notes to the Group consolidated financial statements continued132

Financial Statements

At the end of each reporting period, the majority of the non-current assets were carried by Wise Payments Limited in the UK.

Based on the location of the non-current asset, the following geographical breakdown of non-current assets is prepared:

	2024	2023
	£m	£m
Non-current assets by geographical region
United Kingdom	40.5	34.8
Rest of Europe	13.9	8.6
Rest of the world	15.6	4.6
Total non-current assets	70.0	48.0

1. Non-current assets exclude deferred tax assets and financial instruments.

Note 3. Revenue

Accounting policy

The Group primarily generates revenue from money transfers, conversion services and debit card services.

A customer enters into the contract with the Group at the time of opening a Wise Account or initiating a money transfer.

The customer agrees to the contractual terms by formally accepting the terms and conditions of the respective

service, on Wise’s website or the App. For debit card services, a customer enters into the contract with the Group at

the time the card, either virtual or physical, is made available for use and the customer is able to either make a

payment or a withdrawal.

The fees charged to customers for Wise’s services are shown to them upfront prior to a transaction, or conversion

being initiated. The applicable fees depend on a number of factors, including the currency route, the transaction size,

the type of transaction being undertaken and the payment method used. The fees for card transactions are in

accordance with the agreed terms and conditions.

The revenue is recognised at the point in time the performance obligation has been satisfied. For money transfers, the

revenue is recognised upon delivery of funds to the recipient and for money conversions, when a customer balance is

converted into a different currency in their account. For cards, the revenue is recognised upon transaction capture,

unless it relates to the provision or replacement of physical cards, in which case the revenue is recognised over time

throughout the period the debit card services are provided.

The time required for the Group to process the payment to the recipient and, therefore, to satisfy its performance

obligations, largely depends on the processing time its banking partners require to deliver funds to the recipient. As

such the revenue is deferred until the funds are delivered. Transactions in certain jurisdictions, where the Group has

settlement accounts with Central Banks, transfers between Wise accounts or conversions within a Wise Account, are

generally fulfilled instantly.

Rebates

Wise offers certain rebates in the form of a fee refund or cashback for eligible revenue generating transactions. The

rebate is recognised as a liability at the time of completion of the eligible transaction and is deducted from revenue.

Other – Assets revenue

The Group also generates revenue from its multi-currency investment feature, Wise Assets (‘Assets’). This feature

allows customers to purchase units in investment funds, provided by fund managers, using their Wise account balance.

The Group generates revenue from charging a fee based on the value of the assets under custody. The revenue is

accrued on a daily basis and is recognised over time, in line with the period the Group provides its services to Assets

customers. The Group acts as a matched principal broker and does not retain control nor benefits from the Assets, thus

it does not recognise the financial assets and the respective liabilities for the Assets, and derecognises customer funds

on purchase.

133Wise Annual Report and Accounts 2024

	Below is the revenue split by customer type: Year ended 31 March
	2024	2023
	£m	£m
Revenue by customer type
Personal	815.3	656.3
Business	236.7	189.8
Total revenue	1,052.0	846.1

The revenue split by customer type, personal or business, represents the underlying users of Wise products. Wise Account and

standalone money transfers are attributed to personal, Wise Business to business, and Wise Platform is attributed to either,

based on the ultimate customers of the partner that Wise is contracted with.

Disaggregation of revenues

In the following table, revenue is disaggregated by major geographical market:

	Year ended 31 March
	2024	2023
	£m	£m
Revenue by geographical region
Europe (excluding UK)	323.9	269.6
United Kingdom	202.5	170.1
North America	214.5	179.0
Asia-Pacific	216.2	161.6
Rest of the world	94.9	65.8
Total revenue	1,052.0	846.1

The geographical market depends on the type of the service provided and is based either on customer address or the

source currency.

No individual customer contributed more than 10% to the total revenue in 2024 and 2023.

Note 4. Interest income on customer balances

	Year ended 31 March
	2024	2023
	£m	£m
Interest income
Interest income from cash at banks	162.2	53.0
Interest income from investments in money market funds (MMFs)	153.7	16.2
Interest income from investments in listed bonds	169.3	71.0
Total interest income	485.2	140.2

Accounting policy

Interest income on customer balances is earned from holding customer funds as cash and cash equivalents or investing

them into highly liquid permitted financial assets. These amounts are recognised in the income statement using the

effective interest rate method .

Notes to the Group consolidated financial statements continued134

Financial Statements

Note 5. Benefits paid relating to customer balances

	Year ended 31 March
	2024	2023
	£m	£m
Benefits paid relating to customer balances
Cashback (EU)	107.9	18.1
Interest (US)	17.0	0.3
Total benefits paid relating to customer balances	124.9	18.4

Note 6. Cost of sales and net credit losses on financial assets

Accounting policy

Benefits paid relating to customer balances include incentives and other benefits provided to customers for holding

eligible balances in their Wise accounts. These are calculated as a percentage of those eligible balances and they are

recognised in the income statement in the period for which the customer receives the benefit.

Accounting policy

Cost of sales comprises the costs that are directly associated with the Group’s principal revenue stream of money

transfer, conversion services and debit card services. This includes:

• banking and other fees, net of applicable rebates, incurred in processing customer transfers and the costs of

providing cards to customers;

• net foreign exchange costs generated due to customer transactions. Within the same line are included the net

foreign exchange differences from the revaluation of customer balances at period end. Other product costs include

product losses that are directly generated from consumer transactions, including chargeback losses, as well as taxes

directly attributable to customer activity.

Critical accounting judgement

Net gains and losses from foreign exchange differences

Management applied judgement in classifying net foreign exchange gains and losses from customer transactions,

including the costs related to the difference between the published mid-market rate offered to customers and the rate

obtained by the Group in acquiring currency, as cost of sales. The Group considers these costs as directly related to

and incurred as part of providing services to customers.

Breakdown of expenses by nature:

	Year ended 31 March
	2024	2023
	£m	£m
Cost of sales
Banking and customer related fees	252.5	225.5
Net foreign exchange loss and other product costs	54.9	82.7
Total cost of sales	307.4	308.2
Net credit losses on financial assets
Amounts charged to credit losses on financial assets	12.5	17.8
Total net credit losses	12.5	17.8

Expected credit losses are presented as net credit losses within gross profit and subsequent recoveries of amounts previously

written off are credited against the same line item.

Subsequent recoveries of amounts previously written off are immaterial in both current and prior year.

Within cost of sales are included £4.6m of net losses arising from changes in foreign exchange rates related to the translation of

customer balances (2023: £24.5m).

135Wise Annual Report and Accounts 2024

Note 7. Administrative expenses

	Year ended 31 March
	2024	2023
	£m	£m
Administrative expenses
Employee benefit expenses	377.3	294.8
Marketing	36.5	37.4
Technology	53.5	42.7
Consultancy and outsourced services	90.4	70.4
Other administrative expenses	42.0	30.6
Depreciation and amortisation	18.3	23.2
Less: Capitalisation of staff costs	(2.1)	(4.6)
Total administrative expenses	615.9	494.5

1. For further details on employee benefit expenses including accounting policies, refer to note 8.

During the year, the Group (including its subsidiaries) obtained the following

services from the Company’s auditors:

	Year ended 31 March
	2024	2023
	£m	£m
Audit fees
Fees payable to the Company’s auditors and its associates for the audit of Company and Group
consolidated financial statements	2.7	2.8
Audit of the financial statements of the Company’s subsidiaries	1.8	1.5
Total audit fees	4.5	4.3
Non-audit fees
Assurance services other than the auditing of the Company’s accounts	0.8	0.5
Total non-audit fees	0.8	0.5

Note 8. Employee benefit expenses

The aggregate remuneration of employees for the year ended 31 March 2024 was as follows:

	Year ended 31 March
	2024	2023
	£m	£m
Salaries and wages	248.9	194.6
Share-based payment compensation expense	72.5	58.2
Social security costs	37.7	29.6
Pension costs	8.6	6.3
Other employment taxes and insurance cost	9.6	6.1
Total employee benefit expense	377.3	294.8

Refer to note 21 for details on awards granted to employees and the accounting policy for share-based payments.

Remuneration of key management personnel is disclosed in note 24.

The monthly average number of employees during the year ended 31 March 2024 was as follows:

	2024	2023
	Number of	Number of
	employees	employees
Product development	1,341	1,170
Servicing	3,396	2,593
Marketing	270	212
Other functions	492	436
Total average number of employees	5,499	4,411

Notes to the Group consolidated financial statements continued136

Financial Statements

Note 9. Finance expense

Accounting policy

The tax expense for the year comprises current and deferred tax. Tax is recognised in the income statement, except to

the extent that it relates to items recognised in other comprehensive income or directly in equity. In this case, the tax is

also recognised in other comprehensive income or directly in equity, respectively.

The current tax charge is calculated on the basis of the tax laws enacted or substantively enacted at the balance sheet

date in the countries where the Company and its subsidiaries operate and generate taxable income. Management

periodically evaluates positions taken in tax returns with respect to situations in which applicable tax regulation is

subject to interpretation. It establishes provisions where appropriate on the basis of amounts expected to be paid to

the tax authorities.

Deferred tax is recognised on temporary differences arising between the tax bases of assets and liabilities and their

carrying amounts in the Group financial statements. Deferred tax is determined using tax rates (and laws) that have

been enacted or substantively enacted by the balance sheet date and are expected to apply when the related deferred

tax asset is realised, or the deferred tax liability is settled.

Deferred tax assets are recognised only to the extent that it is probable that future taxable profit will be available

against which the temporary differences can be utilised. Deferred tax assets on share-based payments are

recognised for the share options not exercised at the balance sheet date. The deferred tax assets on share-based

payments are determined based on the share price at the balance sheet date. The impact of recognition is split

between income tax expense in profit or loss for the year, for the element up to the cumulative remuneration expense;

and the share-based payment reserve, recognised directly in equity, for the element in excess of the related

cumulative remuneration expense.

The impact of the recognition of deferred tax assets on losses is split between the share-based payment reserve, for

the element of the tax deduction on exercise in excess of the related cumulative remuneration expense, and the

income tax expense in profit or loss for the balance of the loss.

Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets against

current tax liabilities and when the deferred tax assets and liabilities relate to income taxes levied by the same taxation

authority on either the same taxable entity or different taxable entities and there is an intention to settle the balances

on a net basis .

Accounting policy

Interest expense related to the revolving credit facility is recognised in finance expense over the term of the facility

using the effective interest method. The effective interest rate represents the true cost of borrowing and is the rate

that discounts the estimated future cash payments through the expected life of the revolving credit facility.

	Year ended 31 March
	2024	2023
Finance expense	£m	£m
Interest expense related to revolving credit facility	19.2	9.3
Interest on lease liabilities	1.1	0.7
Other financial expenses	0.2	0.7
Total finance expense	20.5	10.7

Note 10. Tax

137Wise Annual Report and Accounts 2024

Tax expense:

	Year ended 31 March
	2024	2023
	£m	£m
Current income tax for the year
UK corporation tax	78.5	17.7
Foreign corporation tax	13.4	9.0
Adjustment in respect of prior years	2.3	(1.3)
Total current tax expense for the year	94.2	25.4
Deferred income tax for the year
Increase in deferred tax	36.4	6.9
Adjustment in respect of prior years	(3.8)	0.2
Total deferred tax expense for the year	32.6	7.1
Total tax expense for the year	126.8	32.5

Factors affecting tax expense for the year:

	Year ended 31 March
	2024	2023
	£m	£m
Profit before taxation	481.4	146.5
Profit multiplied by the UK tax rate of 25% (2023: 19%)	120.4	27.8
Adjustments in respect of prior periods	(1.5)	(1.1)
Effect of expenses not deductible	0.4	0.7
Movement in tax provisions	3.1	1.5
Employee option plan	0.8	1.2
Difference in overseas tax rates	3.7	3.7
Change in rate of recognition of deferred tax	(0.1)	(1.3)
Total tax expense for the year	126.8	32.5

The Group’s effective tax rate (ETR) before other comprehensive income (OCI) is a 26% charge (2023: 22% charge).

This equates to the applicable UK corporation tax rate of 25%, adjusted for a number of factors such as non-deductible

employee option plans, movements in provisions and higher overseas tax rates. The prior year ETR can be explained by the

same key factors, but was lower for the year ended 31 March 2023 as the applicable UK corporate tax rate was 19%.

Amounts recognised in other comprehensive income:

	2024	2023
	£m	£m
Current tax
Recognition of current tax liability on listed bonds	0.1	(0.1)
Deferred tax
Recognition of deferred tax asset on listed bonds	(3.6)	2.5
Total amounts recognised in other comprehensive income	(3.5)	2.4

Amounts recognised directly in equity:

	2024	2023
	£m	£m
Current tax
Deduction for exercised options	15.7	5.0
Deferred tax
Recognition of deferred tax asset on share-based payments	25.1	3.0
Total amounts recognised directly in equity	40.8	8.0

1. Recognition of deferred tax on share-based payments consists of future share-based payments deductions and carry forward losses generated

by share-based payments.

The deferred tax asset in relation to share-based payments was recognised based on the share price at the balance sheet date

which was £9.29 (2023: £5.40).

Notes to the Group consolidated financial statements continued138

Financial Statements

Deferred tax assets and liabilities

Movements during the year

Year ended 31 March 2024

		Recognised in	Recognised in
	1 April 2023	income	equity/OCI	FX	31 March 2024
	£m	£m	£m	£m	£m
Property, plant and equipment	0.3	0.8	–	–	1.1
Share-based payments	61.6	6.1	25.1	(0.2)	92.6
Intangibles	(1.0)	(0.6)	–	–	(1.6)
Provisions	3.0	2.0	–	–	5.0
Tax losses	40.2	(38.9)	–	–	1.3
Other	8.0	(2.1)	(3.6)	(0.1)	2.2
Closing deferred tax asset	112.1	(32.7)	21.5	(0.3)	100.6
Represented by:
Deferred tax assets	113.2	–	–	–	103.0
Deferred tax liabilities	(1.1)	–	–	–	(2.4)
Total	112.1	–	–	–	100.6

Year ended 31 March 2023

		Recognised in	Recognised in
	1 April 2022	income	equity/OCI	FX	31 March 2023
	£m	£m	£m	£m	£m
Property, plant and equipment	0.1	0.4	–	(0.2)	0.3
Share-based payments	49.9	8.4	3.1	0.2	61.6
Intangibles	(2.2)	1.2	–	–	(1.0)
Provisions	2.7	0.3	–	–	3.0
Tax losses	57.2	(17.5)	–	0.5	40.2
Other	5.4	0.1	2.5	–	8.0
Closing deferred tax asset	113.1	(7.1)	5.6	0.5	112.1
Represented by:
Deferred tax assets	113.6	–	–	–	113.2
Deferred tax liabilities	(0.5)	–	–	–	(1.1)
Total	113.1	–	–	–	112.1

The deferred tax asset is predominantly generated in the UK and US and mainly comprises unexercised share options which are

forecast to be exercised within four years and as such are less sensitive to changes in long-term profit forecasts.

The deferred tax assets are reviewed at each reporting date to determine recoverability and to determine a reasonable time

frame for utilisation. To determine this, the Group uses the approved Group forecast used for the Viability Statement and going

concern analysis. The Group considers it is probable that there will be sufficient taxable profits in the coming years to realise the

deferred tax asset. Consequently, the Group has unrecognised deductible temporary differences of £nil (2023: £nil), with the

net deferred tax asset being recognised in full as at 31 March 2023 and 2024.

Both the UK and the US utilised brought forward losses in FY2023 and in FY2024, with the UK taxable losses fully utilised as at

31 March 2024. Therefore, there are no deferred tax assets in respect of losses recognised in the UK as at 31 March 2024. The

Group expects deferred tax assets of £30.1m to unwind within 12 months which will predominantly relate to exercised share

options in the UK and US. The deferred tax asset on share options will also be impacted by the future share price.

The Organisation for Economic Co-operation and Development (OECD)/G20 Inclusive Framework on Base Erosion and Profit

Shifting published on 20 December 2021 the Pillar Two model rules designed to address the tax challenges arising from the

digitalisation of the global economy.The Group operates in the United Kingdom (amongst other locations), which has enacted or

substantively enacted new legislation to implement the global minimum top-up taxes by 31 March 2024. The earliest period for

which substantively enacted legislation is effective for the Group is the year ended 31 March 2025, therefore there is no current

tax impact of Pillar Two income taxes for the year ended 31 March 2024. The Group has performed an assessment of the

Group’s potential exposure to Pillar Two income taxes. This assessment is based on the most recent information available

regarding the financial performance of the constituent entities in the Group. Based on the assessment performed, the Group

does not expect any material top-up taxes. The Group is continuing to monitor potential future implications .

139Wise Annual Report and Accounts 2024

Note 11. Earnings per share

Basic earnings per share has been calculated by dividing the profit attributable to the owners of the Group by the weighted

average number of ordinary shares outstanding during the financial year, after deducting shares held by the Employee Share

Ownership Plan (ESOP) Trust.

Diluted earnings per share has been calculated after adjusting the weighted average number of shares used in the basic

calculation to assume the conversion of all potentially dilutive shares. For the purposes of diluted earnings per share it is

assumed that any performance conditions attached to the schemes have been met at the balance sheet date.

	Year ended 31 March
	2024	2023
Profit for the year (£m)	354.6	114.0
Weighted average number of Ordinary Shares for basic EPS (in millions of shares)	1,036.7	1,029.4
Plus the effect of dilution from share options (in millions of shares)	14.7	13.0
Weighted average number of Ordinary Shares adjusted for the effect of dilution (in millions of shares)	1,051.4	1,042.4
Basic EPS, in pence	34.20	11.07
Diluted EPS, in pence	33.73	10.94

Note 12. Property, plant and equipment

Accounting policy

Property, plant and equipment is stated at historical cost less accumulated depreciation and any accumulated

impairment losses. Items of property, plant and equipment are derecognised on disposal or when no future economic

benefits are expected to arise from the continued use of the asset.

Computer equipment is not recorded in property, plant and equipment, but expensed as low-value, short-lived

equipment in the Group.

The accounting policy for right-of-use assets is included in note 17.

Depreciation

Depreciation is charged on a straight-line basis from the time the asset is available for use, so as to allocate the cost of

assets less their residual value over their estimated useful lives. The estimated useful lives assigned to principal

categories of assets are as follows:

• Right-of-use assets: lease term (1-7 years)

• Leased office improvements: shorter of 5 years or lease term

• Office equipment: 2 years

Impairment of property, plant and equipment

Reviews are carried out if there is an indication that assets may be impaired, to ensure that property, plant and

equipment are not carried at above their recoverable amounts.

Notes to the Group consolidated financial statements continued140

Financial Statements

	Right-of-use	Leased office		Assets under
	assets	improvements	Office equipment	construction	Total
	£m	£m	£m	£m	£m
At 1 April 2022
Cost	25.8	10.5	4.9	0.2	41.4
Accumulated depreciation	(11.6)	(4.8)	(2.4)	–	(18.8)
Net book value	14.2	5.7	2.5	0.2	22.6
Additions	3.3	0.9	1.5	1.7	7.4
Reclassifications	–	1.4	–	(1.4)	–
Depreciation charge	(5.7)	(2.3)	(1.6)	–	(9.6)
Write-offs	–	(0.1)	–	–	(0.1)
Foreign currency translation differences	0.1	0.2	0.5	–	0.8
At 31 March 2023
Cost	29.4	13.0	6.6	0.5	49.5
Accumulated depreciation	(17.5)	(7.2)	(3.7)	–	(28.4)
Net book value	11.9	5.8	2.9	0.5	21.1
Additions	15.3	0.1	–	10.3	25.7
Reclassifications	–	3.4	2.0	(5.4)	–
Depreciation charge	(7.3)	(2.5)	(1.6)	–	(11.4)
Write-offs	–	(0.8)	–	–	(0.8)
Foreign currency translation differences	(0.4)	–	0.2	(0.1)	(0.3)
At 31 March 2024
Cost	39.0	15.4	8.1	5.3	67.8
Accumulated depreciation	(19.5)	(9.4)	(4.6)	–	(33.5)
Net book value	19.5	6.0	3.5	5.3	34.3

Refer to note 17 for disclosure of security.

Note 13. Intangible assets

Accounting policy

Intangible assets predominantly relate to internally generated software and other intangible assets and are stated at

cost less accumulated amortisation.

Internally generated software

The Group develops software used in the provisioning of its services. Only the development costs that are

directly attributable to the design, development and testing of the software controlled by the Group are capitalised.

Other development expenditures that do not meet the recognition criteria under IAS 38 are recognised as an

expense as incurred. Development costs previously recognised as an expense are not recognised as an asset

in a subsequent period.

Costs associated with maintaining computer software are recognised as an expense as incurred. Directly attributable

costs that are capitalised as part of the software product comprise software development employee costs.

Other intangible assets

Other intangible assets primarily include licences and domain purchases. They are amortised on a straight-line basis

over their useful economic life or the term of the contract.

Amortisation

The Group amortises intangible assets on a straight-line basis over 3 years, except for mobile applications which are

amortised over 2 years and licence purchases that are amortised over a period of 2-10 years.

Impairment of intangible assets

Intangible assets are assessed for impairment whenever there is an indicator that they might be impaired, for example

when the assets are no longer in use and need to be decommissioned.

141Wise Annual Report and Accounts 2024

		Other intangible
	Software	assets	Total
	£m	£m	£m
At 1 April 2022
Cost	39.0	4.9	43.9
Accumulated amortisation	(23.0)	(0.6)	(23.6)
Net book value	16.0	4.3	20.3
Additions	4.6	0.1	4.7
Amortisation charge	(11.4)	(2.2)	(13.6)
At 31 March 2023
Cost	28.3	5.0	33.3
Accumulated amortisation	(19.1)	(2.8)	(21.9)
Net book value	9.2	2.2	11.4
Additions	2.0	–	2.0
Amortisation charge	(6.5)	(0.4)	(6.9)
At 31 March 2024
Cost	11.0	4.6	15.6
Accumulated amortisation	(6.3)	(2.8)	(9.1)
Net book value	4.7	1.8	6.5

In addition to the capitalised amounts as software, the Group expensed £115.8m of product engineering costs for the year

ended 31 March 2024 (2023: £91.8m). These costs directly relate to the development of the Group’s product offerings and

primarily comprise employee costs of the engineering and product teams that do not meet the capitalisation criteria.

During the year, the Group removed from the asset register intangible assets with a total cost of £19.7m (2023: £15.3m), that

have been fully amortised.

Accounting policy

Trade and other receivables primarily consist of amounts due from payment processors, partners, customers and

collateral deposits the Group holds with its counterparts. Trade and other receivables are initially recognised at fair

value and subsequently measured at amortised cost less impairment for expected credit losses. The carrying values of

current trade receivables approximate their fair values due to their short maturity.

The Group recognises impairment loss allowances for expected credit losses (ECL) on financial assets that are

measured at amortised cost. The Group’s receivables are considered to qualify for the simplified approach, which

requires expected lifetime credit losses to be recognised from the initial recognition of the receivables.

Refer to note 18 for further information on expected credit losses.

The impairment loss allowance recognised during the year relates to chargebacks and negative customer balances. For

chargebacks, the Group has established a provision matrix that is based on its historical credit loss experience,

adjusted for forward-looking factors specific to the debtors and the economic environment. For negative customer

balances, if an active non-fraudulent account goes more than 30 days past due, according to the Group policy, it is

perceived as an indication of a significant increase in credit risk and the receivable is provided in full.

Notes to the Group consolidated financial statements continued142

Financial Statements

Note 15. Cash and cash equivalents

Accounting policy

Cash and cash equivalents include cash on hand, on-demand deposits, term deposits used for meeting short-term

cash commitments, money market funds (MMFs) and other short-term high-quality liquid investments with original

maturities of 3 months or less, and e-money held with payment processing partners. Due to the short duration of the

cash and cash equivalents (less than 3 months), the fair value approximates the carrying value at each reporting

period. As the Government bonds which we hold have original maturities of greater than 3 months they are regarded as

Short Term Investments, rather than cash and cash equivalents, see Note 18 for further detail.

Cash in transit to customers represents cash that has been paid out from the Group bank accounts, but has not been

delivered to the bank account of the beneficiary.

Cash collateral deposits the Group holds with its counterparties are recognised under ‘Trade and other receivables’ in

the statement of financial position.

Customer deposits

As disclosed above, the Group recognises financial assets and liabilities for the funds customers hold in their Wise

accounts and the funds collected from customers, as part of the money transfer settlement process, that have not yet

been processed. The liability is recognised upon receipt of cash or capture confirmation (depending on pay-in method),

and is derecognised when cash is delivered to the beneficiary.

Principles to determine the point of delivery are the same as applied in revenue recognition; refer to note 3 .

Critical accounting judgements

Customer balances

The Group recognises financial assets and corresponding liabilities for the funds customers hold in their Wise accounts

and the funds the Group receives as part of the money transfer settlement process. At the point that the cash is

received from the customer, the Group becomes party to a contract and has a right and an ability to control the

economic benefit from the cash flows associated with this balance. Additionally, pursuant to IAS 32, the Group

considers it does not have a legally enforceable right to set off these financial assets and liabilities, or an intention to

settle them on a net basis or settle them simultaneously. Therefore, Management has concluded that the recognition of

the financial assets and their respective liabilities on the balance sheet is appropriate .

Note 14. Trade and other receivables

	2024	2023
	£m	£m
Non-current trade and other receivables
Office lease deposits	2.8	2.4
Other non-current receivables	29.3	15.5
Total non-current trade and other receivables	32.1	17.9
Current trade and other receivables
Receivables from payment processors	95.6	86.8
Receivables from partners	93.6	41.0
Collateral deposits	25.0	44.8
Prepayments	30.1	19.4
Receivables from customers	131.6	23.9
Receivables from broker	19.9	15.2
Interest receivables	30.9	11.7
Other receivables	16.1	7.2
Total current trade and other receivables	442.8	250.0

1. Receivables from customers are net of expected credit loss provision of £41.3m as at 31 March 2024 (2023: £31.5m). The movement in the year

is predominantly related to increased activity and the related increase in customer balances, which resulted in the increase of negative

customers’ balances older than 30 days. Customer chargebacks decreased by £1.6m to £2.5m at 31 March 2024 (31 March 2023: £4.1m) and

overdrawn accounts increased by £11.5m to £38.9m (31 March 2023: £27.4m).

143Wise Annual Report and Accounts 2024

Note 16. Trade and other payables

	2024	2023
	£m	£m
Cash and cash equivalents
Cash at banks, in hand and in transit between Group bank accounts	6,570.3	4,827.8
Cash in transit to customers	132.8	182.0
Investment into money market funds	3,776.1	2,669.6
Total cash and cash equivalents	10,479.2	7,679.4

Cash at banks, in hand and in transit between Group bank accounts include term deposits of £285.8m (2023: £nil). Their

settlement date is three months or less.

Of the £10,479.2m (2023: £7,679.4m) cash and cash equivalents at the year end, £1,061.1m (2023: £671.1m) is the corporate

cash balance of the Group. This balance is not related to customer funds, which are held in Wise accounts, or collected from

customers as part of the money transfer settlement process.

The Group is subject to various regulatory safeguarding compliance requirements with respect to customer funds. Such

requirements may vary across the different jurisdictions in which the Group operates. As at 31 March 2024, the Group held

£5,290.5m (2023: £3,832.9m) of customer funds as cash in segregated, safeguarding bank accounts at investment grade

banking institutions and term deposits. The remainder of safeguarded customer deposits were held across highly liquid global

money market funds (MMFs), treasury bonds and investment grade corporate paper, as allowed by local regulations.

Accounting policy

Accounts payable consist of obligations to pay for goods and services that have been acquired in the ordinary course

of business from suppliers on the basis of normal credit terms and do not bear interest.

Wise Accounts relate to the funds customers hold in their Wise accounts and the funds the Group receives as part of

the money transfer settlement process. They are non-derivative liabilities to individuals or business customers for

money they hold with the Group and do not constitute borrowings. Refer to note 15 for details of the judgement

Management has exercised in relation to customers’ balances and the recognition of the financial assets and their

respective liabilities on the balance sheet.

Outstanding money transmission liabilities represent transfers that have not yet been paid out or delivered to a recipient.

Payables are initially recognised at fair value and subsequently measured at amortised cost.

Trade and other payables are unsecured unless otherwise indicated; due to the short-term nature of current payables,

their carrying values approximate their fair value.

	As at 31 March	As at 31 March
	2024	2023
	£m	£m
Non-current trade and other payables
Accounts payable and accrued expenses	7.4	4.6
Other payables	38.7	25.1
Total non-current trade and other payables	46.1	29.7
Current trade and other payables
Outstanding money transmission liabilities	235.9	191.3
Wise Accounts	13,261.0	10,676.4
Accounts payable	7.9	8.2
Accrued expenses	76.3	52.2
Deferred revenue	12.9	8.0
Payables to payment processors	216.8	53.6
Other taxes	22.7	11.1
Other payables	39.2	22.1
Total current trade and other payables	13,872.7	11,022.9

Notes to the Group consolidated financial statements continued144

Financial Statements

Wise Accounts

The Group recognises a financial liability for the funds customers hold in their Wise accounts and the funds the Group receives

as part of the money transfer settlement process. The table below summarises the Group’s exposure to foreign exchange risk at

the end of the reporting period.

The table below illustrates the currencies in which Wise Accounts are held:

	2024	2023
	£m	£m
Wise accounts
USD	4,881.8	3,892.6
EUR	4,717.6	3,571.8
GBP	2,092.2	2,058.4
AUD	338.0	222.8
CAD	205.1	155.6
CHF	183.9	183.2
JPY	182.7	83.0
Other	659.7	509.0
Total	13,261.0	10,676.4

Note 17. Borrowings

	2024	2023
	£m	£m
Current
Revolving credit facility	202.7	249.9
Lease liabilities	6.7	6.7
Total current borrowings	209.4	256.6
Non-current
Lease liabilities	14.8	7.8
Total non-current borrowings	14.8	7.8
Total borrowings	224.2	264.4

Accounting policy

Revolving credit facility (RCF)

The RCF is recognised initially at fair value, net of transaction costs incurred, and is subsequently carried at amortised

cost. Any difference between the proceeds (net of transaction costs) and the redemption value is recognised as

interest expense using the effective interest method over the term of the borrowing. Fees paid on the establishment of

loan facilities are recognised as transaction costs of the loan to the extent that it is probable that some or all of the

facility will be drawn down. In this case, the fee is deferred and treated as a transaction cost when the draw-down

occurs. The Group presents the impact of transaction costs as part of financing cash flows.

The Group uses the facility primarily for short-term funding, as such the facility has been recorded as a current liability

on the balance sheet.

Leases

Where the Group is the lessee, the right-of-use of assets are recorded within the ‘Property, plant and equipment’ line in the

statement of financial position and are measured at an amount equal to the lease liability. They are related to office spaces

leased in various locations and depreciated on a straight-line basis with the charge recognised in administrative expenses.

The liability, recognised as part of borrowings, is measured at a discounted value and any interest is charged to finance

charges. The Group presents the payments of principal and interest on lease liabilities as part of financing cash flows.

The Group has elected not to apply the requirements of IFRS 16 to short-term leases (leases with a lease term of

12 months or less) and leases for which the underlying asset is of low value. Low-value assets comprise IT and office

equipment with a purchase price under £5,000. Payments associated with short-term and low-value assets are

recognised on a straight-line basis as an expense in profit or loss.

Extension and termination options are included in a number of property and equipment leases across the Group and

they are exercisable only by the Group and not by the lessors. The Group initially assesses at lease commencement

whether it is reasonably certain it will exercise the options and subsequently reassesses if there is a significant event or

significant changes in circumstances within its control. The Group has concluded it is not reasonably certain that the

options will be exercised.

145Wise Annual Report and Accounts 2024

Debt movement reconciliation:

	Revolving credit
	facility	Lease liabilities	Total
	£m	£m	£m
As at 31 March 2022	78.5	17.2	95.7
Cash flows:
Proceeds	529.0	–	529.0
Transaction costs related to revolving credit facility	(1.5)	–	(1.5)
Repayments	(359.0)	(5.9)	(364.9)
Interest expense paid	(6.4)	(0.7)	(7.1)
Non-cash flows:
New leases	–	3.2	3.2
Interest expense	9.3	0.7	10.0
As at 31 March 2023	249.9	14.5	264.4
Cash flows:
Proceeds	420.0	–	420.0
Transaction costs related to revolving credit facility	(0.5)	–	(0.5)
Repayments	(470.0)	(7.1)	(477.1)
Interest expense paid	(15.8)	(1.1)	(16.9)
Non-cash flows:
New leases	–	15.3	15.3
Interest expense	19.2	1.1	20.3
Foreign currency translation differences	(0.1)	(0.2)	(0.3)
Other lease movements	–	(1.0)	(1.0)
As at 31 March 2024	202.7	21.5	224.2

Revolving credit facility (RCF)

The Group has access to a multi-currency revolving facility offered by a syndicate of eight lenders, namely: HSBC Innovation

Banking Limited, National Westminster Bank Plc, Citibank N.A., London Branch, JP Morgan Chase Bank N.A., London Branch,

Goldman Sachs Lending Partners LLC, Barclays Bank Plc, Morgan Stanley Senior Funding Inc., and The Governor and Company

of the Bank of Ireland. In December 2023, the Group exercised an accordion feature within the agreement to increase the total

available committed funding capacity by an additional £100.0m, increasing the total facility size from £300.0m to £400.0m. The

maturity date of the facility is in August 2025, and the agreement offers two one-year, extension options.

The facility bears interest at a rate per annum equal to SONIA plus a margin determined by reference to adjusted leverage

(calculated as a ratio of debt to adjusted EBITDA). The agreement contains certain customary covenants, including to maintain a

maximum total net leverage ratio not in excess of 3:1 and interest cover (calculated as a ratio of adjusted EBITDA to finance

charges in accordance with the terms of the agreement) not less than a ratio of 4:1 in respect of any relevant period.

The Group monitors compliance with the covenants throughout the reporting period and has complied with all financial

covenants for this and all reporting periods. The undrawn available committed funds as at 31 March 2024 was £200.0m

(2023: £50.0m).

The facility is secured by certain customary security interests and pledges including over shares in certain Group entities (Wise

plc, Wise Financial Holdings Ltd, Wise Payments Limited, Wise US Inc., Wise Europe SA and Wise Australia Pty Ltd), and fixed

and floating pledges over assets and undertakings of Wise Payments Limited, excluding customer and partner funds, share

capital or equity contributions maintained for regulatory purposes, cash paid into a bank or collateral account in connection with,

and for the benefit of, relevant card scheme providers and assets held in safeguarded accounts or otherwise segregated for

regulatory purposes.

Lease liabilities

As at 31 March 2024, the lease liabilities are £21.5m (2023: £14.5m) and relate to the expected terms remaining on UK, US,

Estonia, Hungary, Singapore, Belgium and Brazil office space leases discounted at between 2.21% and 15.75%. The leases expire

between 2024-2030.

The total expense, relating to short-term leases to which the lessee recognition and measurement requirement have not been

applied, for the year ended 31 March 2024 is £1.0m (2023: £1.4m).

The Group has extension options in office leases, which has not been exercised as at 31 March 2024. The potential future lease

payments, should the Group exercise the extension options, would result in an increase in the lease liability of £3.6m.

The Group has a termination option in an office lease, which has not been exercised as at 31 March 2024. The potential future

lease payments, should the Group exercise the termination option, would result in a decrease in the lease liability of £0.5m .

Notes to the Group consolidated financial statements continued146

Financial Statements

Note 18. Financial instruments and risk management

Accounting policy

Financial assets

The Group classifies its financial assets, at initial recognition, and subsequently measures them at:

• amortised cost;

• fair value through profit or loss (FVTPL); and

• fair value through other comprehensive income (FVOCI).

The classification of financial assets at initial recognition depends on the financial asset’s contractual cash flows and

the Group’s business model for managing them. The Group’s business model for managing financial assets refers to

how they are used in order to generate cash flows. The business model determines whether cash flows will result from

collecting contractual cash flows, selling the financial assets, or both. Cash flows in relation to purchase or sale of

these instruments are classified as investing activities in the consolidated cash flow statement.

Financial assets at amortised cost

The Group classifies its financial assets at amortised cost only if both of the following criteria are met:

• the asset is held within a business model whose objective is to collect the contractual cash flows; and

• the contractual terms give rise to cash flows that are solely payments of principal and interest.

Financial assets at amortised cost are subsequently measured using the effective interest method and are subject

to impairment. Gains and losses are recognised in the profit or loss when the asset is derecognised, modified or

impaired. Financial assets measured at amortised cost are predominantly trade and other receivables and cash

and cash equivalents.

Financial assets at fair value through other comprehensive income (FVOCI)

The Group classifies debt securities (e.g. bonds) as FVOCI, as the contractual cash flows are solely payments of

principal and interest, and the objective of the Group’s business model is achieved both by collecting contractual cash

flows and selling financial assets.

Financial assets through profit or loss (FVTPL)

Financial assets are classified at fair value through profit or loss where they do not meet the criteria to be measured at

amortised cost or fair value through other comprehensive income. Financial assets through profit or loss include

derivative assets.

Impairment of financial assets

The Group recognises impairment loss allowances for expected credit losses (ECL) on financial assets that are

measured at amortised cost or fair value through other comprehensive income. The ECL assessment considers both

the 12-month ECL and the lifetime ECL, as per IFRS 9 requirements.

For debt instruments held at FVOCI, collateral deposits the Group holds with its counterparties and receivables from

payment processors, the Group applies the low credit risk simplification. The Group’s policy only allows exposures to

financial institutions with sound credit quality rating and limits the exposure to a maximum amount. Furthermore, as per

Group’s investment policy, the debt instruments held at FVOCI consist solely of quoted bonds that are graded in the

top investment categories (rated A- and above) and, therefore, are considered to be low credit risk investments.

ECLs on such instruments are measured on a 12-month basis; nevertheless, when there has been a significant increase

in credit risk since initial recognition, the allowance will be based on the lifetime ECL. At every reporting date, the

Group evaluates whether or not these financial instruments are considered to have low credit risk using all reasonable

and supportable information that is available without undue cost or effort. The Group uses external credit ratings if

available both to determine whether the financial instrument has significantly increased in credit risk and to estimate

ECLs. If a bank or other financial institution has no external credit rating, the Group evaluates its credit quality, where

necessary, by analysing its financial position, past experience, and other factors.

147Wise Annual Report and Accounts 2024

In the course of its business, the Group is exposed to the main financial risks: liquidity, credit and market risk from its use of

financial instruments. The Group’s financial risk management programme seeks to minimise potential adverse effects on the

Group’s financial performance.

a. Liquidity risk

Liquidity risk is the risk that the Group cannot meet its financial obligations as they fall due. Management monitors rolling

forecasts of the Group’s liquidity requirements to ensure it has sufficient cash to meet operational needs.

The Group’s approach to managing liquidity risk is to ensure that it always has enough liquid resources to meet its liabilities

when due, under both normal and stressed conditions, without incurring losses or risking damage to the Group’s position above

the Group’s liquidity risk appetite. The Group utilises an internal liquidity adequacy assessment process to assess the Group’s

liquid resources; this process includes an assessment of net stressed liquidity outflows over a number of severe yet plausible

stress scenarios. This ensures the Group maintains prudent levels of liquid resources at all times to meet both regulatory and the

internal liquidity risk requirements.

The Group assessed the concentration risk associated with refinancing its debt and concluded that it is low. This conclusion is

based on the diverse mix of available liquidity sources available to Wise alongside robust internal cash reserves. The Group has

not experienced any difficulties in sourcing additional liquidity over the past twelve months.

The breakdowns of trade payables and borrowings into current and non-current are shown in notes 16 and 17. See also note 18

(e) for the maturity profile of the Group’s financial liabilities based on contractual undiscounted cashflows .

b. Credit risk

Credit risk is the risk of financial loss to the Group if a customer or counterparty to a financial instrument fails to meet its

contractual obligations. The credit risk exposure is managed at Group level against the Group’s credit risk appetite. Wise actively

manages credit concentration risk and it is Wise’s policy to impose credit limits in order to control the exposure (amount and

period) Wise has with each counterparty considering their level of risk. These limits are set based on the credit rating or

perceived credit quality of each counterparty and approval must be obtained from the Assets and Liabilities Committee (ALCO).

Impairment of financial assets continued

The Group’s remaining trade and other receivables qualify for the simplified approach in calculating ECLs, as they do

not contain a significant financing component. Therefore, the Group does not track changes in credit risk, but instead

recognises a loss allowance based on lifetime ECLs at each reporting date. To measure the ECLs, trade receivables

have been grouped based on shared credit risk characteristics and the days past due. The Group’s expected credit

loss policy is to reassess all trade receivables over 30 days past due, and provide an ECL allowance if the balance is

deemed to be at risk.

In calculating the ECL on the receivable recognised for chargebacks, the Group has established a provision matrix that

is based on its historical credit loss experience, adjusted for forward-looking factors specific to the debtors and the

economic environment. For negative customer balances, if an active non-fraudulent account goes more than 30 days

past due, according to the Group policy, it is perceived as an indication of a significant increase in credit risk and the

receivable is provided in full.

While cash and cash equivalents are also subject to the impairment requirements of IFRS 9, no impairments were

required to be recognised on these financial assets as they are subject to an insignificant risk of changes in value.

Financial liabilities

Financial liabilities are measured at amortised cost, except for the derivative liabilities, which are classified as financial

liabilities measured at fair value through profit or loss.

Derivative financial instruments

Derivative financial instruments are used to manage exposure to market risks. The principal derivative instruments used

by the Group are foreign currency swaps, foreign exchange forwards and non-deliverable foreign exchange forwards.

Such derivative financial instruments are initially recognised at fair value on the date on which a derivative contract is

entered into and are subsequently remeasured at fair value through profit and loss at each reporting date. The Group

does not hold or issue derivative financial instruments for trading or speculative purposes.

The fair values of the derivative financial instruments are determined by mark-to-market valuation technique. The key

inputs in the valuation model are the observable foreign exchange rates for the currencies involved. These inputs are

considered level 2 within the fair value hierarchy, as they are observable, but may not be quoted directly for the

specific instruments.

Notes to the Group consolidated financial statements continued148

Financial Statements

The Group’s maximum exposure to credit risk by class of financial asset is as follows:

	2024	2023
	£m	£m
Asset category
Cash and cash equivalents	10,479.3	7,679.4
Short-term financial investments	4,033.9	3,804.5
Trade and other receivables	415.4	233.1
Derivative financial assets	1.6	–
Total assets subject to credit risk	14,930.2	11,717.0

Credit risk is mitigated as the majority of these financial assets are held with investment grade financial institutions or invested

in highly rated financial instruments with credit ratings assigned by reputable credit rating agencies such as Moody’s, Standard

& Poor’s and Fitch Ratings.

The Group’s financial assets breakdown by credit ratings is as follows:

	2024	2023
	£m	£m
Cash and cash equivalents
AAA	3,776.1	2,669.6
AA/Aa	1,978.2	2,887.8
A	4,114.5	1,658.7
BBB/Baa	80.0	83.4
BB/Ba/B	56.0	28.4
CCC/Caa	2.1	3.1
Unrated	201.4	76.0
Cash in transit	271.0	272.4
Total cash and cash equivalents subject to credit risk	10,479.3	7,679.4
Short-term financial investments
Aa, A	4,033.9	3,804.5
Total short-term financial instruments subject to credit risk	4,033.9	3,804.5
Trade and other receivables and derivative financial assets
AA/Aa	130.6	12.4
A	83.4	85.9
BBB/Baa	4.8	2.7
BB/Ba/B	–	41.6
Unrated	198.2	90.5
Total trade and other receivables and derivative financial assets subject to credit risk	417.0	233.1
1. ‘Unrated’ includes payment providers, banks and customers with no public credit rating .

c. Market risk

Interest rate risk

The Group is exposed to interest rate risk from floating interest rate borrowings (refer to note 17) and manages the potential that

financial expenses increase when interest rates increase. Sensitivity analysis is used to assess the interest rate risk.

The Group is exposed to interest rate risk from fixed rate interest rate assets and liabilities on Wise’s balance sheet. The main

fixed interest rate exposure for Wise is driven by the safeguarded assets (mainly sovereign bonds) held as part of the

investment portfolio. The interest rate risk is measured and monitored through an interest rate stress (175 basis points move in

interest rates) applied on the bond assets, with an impact of £38.4m across all bond holdings.

Foreign exchange risk

The Group is exposed to foreign exchange rate movement from holding assets and liabilities in different currencies and

guaranteeing customers a foreign exchange rate on their international transfers for a short period of time. Wise actively monitors

foreign exchange risk, and exposures are managed through a combination of natural hedging and treasury products hedging.

149Wise Annual Report and Accounts 2024

The Group uses a combination of foreign currency swaps, foreign exchange forwards and non-deliverable foreign exchange

forwards to hedge its exposure to foreign currency risk:

		2024			2023
	Carrying	Carrying			Carrying
	amount	amount	Notional	Carrying amount	amount	Notional
	assets	liabilities	amount	assets	liabilities	amount
	£m	£m	£m	£m	£m	£m
Derivative financial instruments
Foreign currency swaps	1.2	0.8	494.9	–	0.1	196.0
Foreign exchange forwards	0.4	0.5	486.5	0.2	–	143.3
Non-deliverable foreign exchange forwards	–	0.3	45.6	–	0.1	26.9
Total derivative financial instruments	1.6	1.6	1,027.0	0.2	0.2	366.2

The remaining maturity of all open treasury positions as at 31 March 2024 is between 1 to 19 days (31 March 2023: between 3 to

11 days).

The notional contract amounts of those derivatives held to manage the foreign exchange exposure indicate the nominal value of

transactions outstanding at the balance sheet date. They do not represent amounts at risk. Post balance sheet date all open

treasury positions have been realised or settled.

The Group’s exposure to foreign exchange risk by currency

The table below presents the Group’s net position (difference between financial assets and liabilities) across its main currencies

at the end of each reporting period. The table does not include the impact of treasury instruments utilised by the Group to

mitigate its foreign exchange risk:

	2024	2023
	£m	£m
Net exposure by currency
HUF	(96.6)	(2.1)
USD	60.8	18.0
AUD	59.3	(8.2)
BRL	52.6	22.6
EUR	(45.2)	(56.8)
THB	(43.1)	17.0
SGD	37.3	13.6
JPY	(16.5)	(17.0)
PHP	15.2	16.9
CAD	11.1	(7.8)
Other currencies	(4.8)	(30.9)

	2024	2023
	£m	£m
Sensitivity to 5% exchange rate change
HUF	(4.8)	(0.1)
USD	3.0	0.9
AUD	3.0	(0.4)
BRL	2.6	1.1
EUR	(2.3)	(2.8)
THB	(2.2)	0.9
SGD	1.9	0.7
JPY	(0.8)	(0.9)
PHP	0.8	0.8
CAD	0.6	(0.4)
Other currencies	(0.2)	(1.5)

1. The Group mitigates the exposure to foreign exchange risk from movements in these currencies with a combination of treasury products. For

further information on the instruments the Group utilises to manage its foreign exchange risk, refer to the ’Foreign exchange risk’ section above.

The Group’s sensitivity to foreign exchange fluctuations by currency is as follows:

A 5% strengthening or weakening of GBP against all other currencies, with all other variables being constant, would result in a

foreign exchange loss or gain of £1.6m (2023: £1.7m), excluding the tax effect. The Group considers a 5% strengthening or

weakening of the functional currency against the non-functional currency of its subsidiaries as a reasonably possible change in

foreign exchange rates.

Notes to the Group consolidated financial statements continued150

Financial Statements

d. Capital risk

Capital risk is the risk that the Group has an insufficient level or composition of capital to support its normal business activities

and to meet its regulatory capital requirements, both under normal operating environments and stressed conditions.

The Group’s capital comprises ordinary share capital, other reserves and retained earnings.

The Group’s objectives when managing capital risk are to:

• safeguard the Group’s ability to continue as a going concern, so that the Group can continue to provide returns for

shareholders and benefits for other stakeholders;

• maintain an optimal capital structure to reduce the cost of capital;

• adhere to regulatory requirements in each jurisdiction; and

• fund an orderly wind-down in an adverse reverse scenario.

Further information on the Group’s policies and processes for managing capital, along with the disclosure requirements under

MIFIDPRU 8, can be found on our Owner relations website: https://wise.com/owners/.

The Group is subject to prudential regulatory consolidation which follows the rules in the sourcebook for MIFID investment firms

(‘MIFIDPRU’). This is the case due to the existence of TINV Ltd, a group UK FCA-regulated investment firm subject to the same

rules.

Both TINV Ltd (MIFID investment firm) and the Group (MIFID investment group) are classified as Non-small and Non-

interconnected investment firms (‘non-SNI’).

Overall own funds requirement

The Group own funds requirement is subject to the variable own funds requirement that is the highest of:

1. its permanent minimum capital requirement (i.e. its initial capital requirement);

2. its fixed overheads requirement (FOR); and

3. its K-factor requirement (KFR).

The Group also follows and adheres to the Overall Own Funds Threshold Requirement as this is derived by the Group’s Internal

Capital Adequacy Assessment (ICARA) and approved by the Board. ICARA is a continuous risk assessment process which

considers the business model implication on capital and liquidity on an ongoing basis pursuant to the guidance of MIFIDPRU 7 .

151Wise Annual Report and Accounts 2024

e. Carrying amounts and fair values of financial instruments

The carrying value of the Group’s financial assets and liabilities by measurement basis is presented below:

	2024	2023
	£m	£m
Financial assets at amortised cost
Long-term receivables	2.8	2.4
Short-term trade and other receivables	412.6	230.7
Cash and cash equivalents	10,479.3	7,679.4
Total financial assets at amortised cost	10,894.7	7,912.5
Financial liabilities at amortised cost
Non-current lease liabilities	(14.8)	(7.8)
Non-current trade and other payables	–	(0.1)
Current lease liabilities	(6.7)	(6.7)
Current borrowings	(202.7)	(249.9)
Current trade and other payables	(13,806.0)	(10,979.6)
Total financial liabilities at amortised cost	(14,030.2)	(11,244.1)
Financial assets at FVOCI
Short-term financial investments	4,033.9	3,804.5
Total financial assets at FVOCI	4,033.9	3,804.5
Financial assets at FVTPL
Derivative financial assets	1.6	–
Financial assets at FVTPL total	1.6	–
Financial liabilities at FVTPL
Derivative financial instruments	(1.6)	–
Financial liabilities at FVTPL total	(1.6)	–

Fair value hierarchy

Assets and liabilities carried at fair value or for which fair values are disclosed have been classified into three levels according to

the quality and reliability of information used to determine the fair values.

• Level 1: The fair value of financial instruments traded in active markets is based on quoted market prices at the end of the

reporting period. Products classified as level 1 predominantly comprise treasury bonds and investment grade corporate paper.

The quoted market price used for financial assets held by the Group is the current close price at the balance sheet date.

• Level 2: The fair value of financial instruments that are not traded in an active market is determined using valuation techniques

with the inputs that are observable either directly or indirectly. The Group classifies foreign exchange contracts as level 2

financial instruments. These instruments are valued by observable foreign exchange rates. There were no changes to the

valuation technique during the period.

• Level 3: If one or more of the significant inputs is not based on observable market data, the instrument is included in level 3.

The Group does not currently have any financial instruments in level 3.

Notes to the Group consolidated financial statements continued152

Financial Statements

The following table presents the Group’s assets and liabilities that are measured at fair value by the

level in the fair value hierarchy as at the reporting date:

	Total	Level 1	Level 2	Level 3
	£m	£m	£m	£m
At 31 March 2024
Financial assets measured at fair value
Short-term financial investments	4,033.9	4,033.9	–	–
Derivative financial assets	1.6	–	1.6	–
Total financial assets measured at fair value	4,035.5	4,033.9	1.6	–
Financial liabilities measured at fair value
Derivative financial liabilities	(1.6)	–	(1.6)	–
Total financial liabilities measured at fair value	(1.6)	–	(1.6)	–

	Total	Level 1	Level 2	Level 3
	£m	£m	£m	£m
At 31 March 2023
Financial assets measured at fair value
Short-term financial investments	3,804.5	3,804.5	–	–
Derivative financial assets	–	–	–	–
Total financial assets measured at fair value	3,804.5	3,804.5	–	–
Financial liabilities measured at fair value
Derivative financial liabilities	–	–	–	–
Total financial liabilities measured at fair value	–	–	–	–

Contractual maturity of financial liabilities based on undiscounted cash flows:

	2024	2023
	£m	£m
Less than 1 year
Current lease liabilities	(8.6)	(7.3)
Current borrowings	(209.9)	(256.6)
Current trade and other payables	(13,806.0)	(10,979.6)
Total financial liabilities	(14,024.5)	(11,243.5)
Between 1 and 5 years
Non-current lease liabilities	(16.9)	(8.2)
Non-current borrowings	(1.0)	(2.9)
Non-current trade and other payables	–	(0.1)
Total financial liabilities	(17.9)	(11.2)

Current and non-current borrowings include principal and interest.

153Wise Annual Report and Accounts 2024

Note 19. Share capital

Allotted, called up and fully paid

		As at 31 March 2024			As at 31 March 2023
Class	Nominal value, £	Number of shares	Share capital, £	Nominal value, £	Number of shares	Share capital, £
Class A Ordinary	0.01	1,024,777,252	10,247,773	0.01	1,024,677,252	10,246,773
Class B Ordinary	0.000 000 001	398,889,814	–	0.000 000 001	398,889,814	–
Total		1,423,667,066	10,247,773		1,423,567,066	10,246,773

During the year, the Group allotted 100,000 Class A Ordinary Shares of £0.01 related to share options granted under the

Company’s legacy incentive plans prior to the Company’s admission to trading on the London Stock Exchange (2023: 87,396

Class A Ordinary Shares of £0.01 related to customer shareholder programme).

Each Class A Ordinary shareholder is entitled to one vote for each Class A Ordinary Share held, subject to any restrictions

on total voting rights as set out in the Company’s Articles of Association. Class A Ordinary shareholders are entitled to interim

or annual dividends to the extent declared and do not hold any preferential rights to dividends. Class A Ordinary Shares

are non-redeemable.

Each Class B shareholder is entitled to nine votes for each Class B Share held, subject to any restrictions on total voting rights

as set out in the Company’s Articles of Association. Class B Shares carry no rights to distributions of dividends except on

distribution of assets, up to their nominal value, on a liquidation or winding up. Class B Shares are strictly non-transferable,

non-tradable and non-distributable to any person or entity whatsoever.

Note 20. Own share reserve

Purchase of own shares

During the financial year, Wise continued the programme, which commenced in 2023, to purchase Wise shares in the market,

through the Trust, in order to reduce the impact of dilution from stock-based compensation. As of 31 March 2024, a total of

9,071,706 shares were purchased from the market at an average of £7.56 per share. Directly attributable costs of £0.5m have

been charged to equity.

Accounting policy

Own share reserve

Own share reserve represents the weighted average cost of shares of Wise plc that are held by the employee share

trust for the purpose of fulfilling obligations in respect of various employee share plans. Own shares are treated as a

deduction from equity and, on exercising of employee awards, are transferred from own shares to retained earnings at

their weighted average cost.

Employee share trust

The Group provides financing to the Employee Share Ownership Plan (ESOP) Trust to either purchase the Company’s

shares on the open market, or to subscribe for newly issued share capital, to meet the Group’s obligation to provide

shares when employees exercise their options or awards. Costs of running the ESOP Trust are charged to the

consolidated income statement. The Group consolidates this share trust.

Shares held by the ESOP Trust are deducted from reserves and presented in equity as own shares until such time that

employees exercise their awards. The consideration paid, including any directly attributable incremental costs (net of

income taxes), on purchase of Company’s equity instruments is deducted from equity.

Notes to the Group consolidated financial statements continued154

Financial Statements

Note 21. Share-based employee compensation

Transactions on the share award plans during the year were as follows:

		As at 31 March 2024		As at 31 March 2023
	Weighted average		Weighted average
	exercise price per		exercise price per
	award, £	Number of awards	award, £	Number of awards
Beginning of year	0.08	65,648,858	0.11	58,305,023
Granted during the year	–	11,460,714	–	19,229,526
Exercised during the year	0.06	19,895,709	0.07	8,694,892
Forfeited during the year	0.01	3,623,805	0.03	3,190,799
End of year	0.08	53,590,058	0.08	65,648,858
Vested and exercisable as at end of year	0.15	30,049,308	0.14	38,644,818

The share-based payment compensation expense for the year ended 31 March 2024 is £72.5m (2023: £58.3m).

During the year £54.2m (2023: £19.1m) of share-based payments were vested and exercised and were recycled to

retained earnings.

Accounting policy

The Group operates a number of employee equity-settled schemes as part of its reward strategy, which are designed

to provide long-term incentives for all employees to deliver long-term shareholder returns. Under the plans,

participants are granted share awards of the Company, which vest gradually over the vesting period and are equity

settled for shares within Wise plc.

The total amount to be expensed is determined by reference to the fair value of the awards granted and it is calculated

using the closing share price at the grant date. It is recognised in employee benefit expenses together with a

corresponding increase in equity (share-based payment reserve), over the period in which the service and the

performance conditions are fulfilled (the vesting period). Upon exercise of share options, the impact is recognised in

retained earnings.

For non-market-based awards, vesting conditions are included in the assumptions of the number of options and

awards that are expected to vest. At each reporting date, the entity revises its estimates of the number of options and

awards that are expected to vest. It recognises the impact of the revision to original estimates, if any, in the statement

of comprehensive income, with a corresponding adjustment to the share-based payment reserve. For awards subject

to a market-based performance condition, no subsequent adjustments may be made.

Employee share award plans

The awards are subject to service conditions, i.e. the requirement for recipients of awards to remain in employment

with the Group over the vesting period, which typically is 4 years.

For the market-based award

For the market-based award, the vesting is conditional on achievement of the relative total shareholder return (TSR)

compared to the FTSE 250 and volume growth performance measures over the 3-year performance period.

155Wise Annual Report and Accounts 2024

Share options outstanding at the end of the year have the following expiry dates and exercise prices:

	Expiry date range	Weighted	Number of	Number of
Grant date range 12 months	12 months ended	average	awards as at	awards as at
ended 31 March	31 March	exercise price	31 March 2024	31 March 2023
2014	2024	–	–	232,310
2015	2025	–	221,193	1,256,199
2016	2026	0.10	1,267,842	1,678,385
2017	2027	0.15	1,498,924	2,690,444
2018	2028	0.24	2,823,387	4,275,362
2019	2029	0.16	6,430,466	9,288,573
2020	2030	0.19	8,376,895	13,051,895
2021	2031	0.16	5,036,241	7,490,612
2022	2032	–	5,807,083	8,123,460
2023	2033	–	12,120,478	17,561,618
2024	2034	–	10,007,549	–
Total			53,590,058	65,648,858

Weighted average remaining contractual life of options outstanding at end of year

6.8 years

7.1 years

The weighted average share price at the date of exercise for share options exercised in 2024 was £7.15 (2023: £4.98).

Valuation of share awards

The assessed fair value at the grant date of share awards granted during the year ended 31 March 2024 was £6.52 per

option on average (2023: £5.12). The fair value of the share awards granted is calculated using the closing share price at

the grant date.

Note 22. Cash generated from operating activities

		2024	2023
	Note(s)	£m	£m
Cash generated from operations
Profit for the year		354.6	114.0
Adjustments for:
Depreciation and amortisation	7,12,13	18.3	23.2
Non-cash share-based payments expense		72.5	58.2
Foreign currency exchange differences		21.5	(61.5)
Current tax expense	10	126.8	32.5
Interest income and expenses		(484.6)	(129.4)
Fair value loss on financial assets at FVOCI		0.3	–
Effect of other non-monetary transactions		2.1	1.7
Changes in operating assets and liabilities:
Increase in prepayments and receivables		(119.2)	(66.8)
Increase in trade and other payables		58.0	23.8
Increase in receivables from customers and payment processors		(72.7)	(29.1)
Increase in liabilities to customers, payment processors and deferred revenue		228.6	78.7
Increase in Wise accounts		2,788.7	3,801.8
Cash generated from operations		2,994.9	3,847.1

Notes to the Group consolidated financial statements continued156

Financial Statements

Note 23. Commitments and contingencies

The Group’s minimum future payments from non-cancellable agreements as at year end are detailed below:

	2024	2023
	£m	£m
Infrastructure subscriptions
No later than 1 year	34.3	1.7
Later than 1 year and no later than 5 years	64.3	0.3
Total	98.6	2.0
Significant capital expenditure contracted
No later than 1 year	0.6	–
Later than 1 year and no later than 5 years	27.7	16.1
Later than 5 years	55.5	23.3
Total	83.8	39.4

The Group does not have any other material commitments, capital commitments or contingencies as at 31 March 2024 and

31 March 2023.

Note 24. Transactions with related parties

Related parties of the Group and Wise plc include subsidiaries, key management personnel (KMP), close family members of KMP

and entities that are controlled or jointly controlled by KMP or their close family members. Wise identifies the Board of Directors

as KMP.

Balances and transactions between the Company and its subsidiaries, which are related parties, have been eliminated on

consolidation and are not disclosed in this note.

Details of the Directors’ remuneration and interest in shares are disclosed in the Remuneration report. Additional information for

key management compensation and particulars of transactions with related parties are presented below, in accordance with IAS

24 Related Party Disclosures requirements.

	2024	2023
	£m	£m
Compensation of KMP of the Group
Short-term employee benefits	0.6	0.5
Share-based payment expense	0.8	2.1
Non-Executive Directors’ fees	1.2	0.3
Total compensation paid to key management personnel	2.6	2.9

Short-term employee benefits include salaries for KMP. Refer to the Remuneration report for the remuneration of each Director.

Share-based payment expense is related to employee share option plans (more information about the plans is provided in

note 21).

In the financial year ended 31 March 2024, the KMP of the Group held deposits of £5.6m (financial year ended 2023: 0.9m) in

Wise Accounts or Wise Assets.

Note 25. Post balance sheet events

No material post balance sheet events have been identified.

157Wise Annual Report and Accounts 2024

Company statement

of financial position

As at 31 March 2024

Company statement of financial position

Note

2024

£m

2023

£m

Non-current assets

Investments in subsidiaries 3 202.3 174.5

Trade and other receivables 0.8 0.2

Total non-current assets 203.1 174.7

Current assets

Deferred tax assets 0.6 2.7

Amounts owed by Group undertakings 4 0.4 3.5

Cash and cash equivalents 12.1 0.2

Trade and other receivables 1.9 1.5

Total current assets 15.0 7.9

Total assets 218.1 182.6

Non-current liabilities

Trade and other payables 0.8 0.2

Total non-current liabilities 0.8 0.2

Current liabilities

Amounts owed to Group undertakings 4 6.8 1.7

Current tax liabilities 0.3 1.6

Trade and other payables 4.0 4.3

Total current liabilities 11.1 7.6

Total liabilities 11.9 7.8

Net assets 206.2 174.8

Equity

Share capital 5 10.2 10.2

Share-based payment reserve 145.4 127.0

Own shares reserve (55.5) (10.4)

Other reserves 0.1 0.1

Retained earnings 106.0 47.9

Total equity 206.2 174.8

The profit for the financial year to 31 March 2024 is £27.6m including £28.0m of dividend income (31 March 2023: profit of

£1.1m and £nil dividend income).

Company registered number: 13211214.

The accompanying notes form an integral part of the Company financial statements.

The financial statements on pages 158 to 164 were authorised for issue by the Board of Directors and were signed on its behalf by:

Kristo Käärmann

Co-founder and CEO

13 June 2024

158

Financial Statements

Company statement of changes in equity

Company statement

of changes in equity

For the year ended 31 March 2024

Note

Share capital

£m

Share-based

payment

reserve

£m

Own shares

reserve

£m

Other

reserves

£m

Retained

earnings

£m

Total equity

£m

At 1 April 2022 10.2 86.7 (0.4) 0.1 27.5 124.1

Profit for the year – – – – 1.1 1.1

Shares acquired by ESOP Trust 6 – – (10.1) – – (10.1)

Share-based compensation expense – 58.0 – – (0.3) 57.7

Tax on share-based compensation – 1.4 – – – 1.4

Employee share schemes – (19.1) 0.1 – 19.6 0.6

At 31 March 2023 10.2 127.0 (10.4) 0.1 47.9 174.8

Profit for the year – – – – 27.6 27.6

Shares acquired by ESOP Trust 6 – – (69.9) – – (69.9)

Share-based compensation expense – 72.5 – – – 72.5

Tax on share-based compensation – 0.1 – – – 0.1

Employee share schemes – (54.2) 24.8 – 30.5 1.1

At 31 March 2024 10.2 145.4 (55.5) 0.1 106.0 206.2

The accompanying notes form an integral part of the Parent Company financial statements.

159Wise Annual Report and Accounts 2024

Notes to the Company

financialstatements

For the year ended 31 March 2024

Notes to the Company financial statements

Note 1. Accounting policies for the Company financial

statements

General information

The Company is a public limited company, limited by shares, and is incorporated in England. The Company primarily operates as

a holding company for the Group’s subsidiaries.

Basis of preparation

The financial statements have been prepared in accordance with United Kingdom Accounting Standards, including Financial

Reporting Standard 102 ‘The Financial Reporting Standard applicable in the United Kingdom and the Republic of Ireland’ (‘FRS

102’) and the Companies Act 2006. As permitted by section 408 of the Companies Act 2006, the Company’s income statement

and related notes have not been presented in these financial statements. The profit for the financial year to 31 March 2024 is

£27.6m including £28.0m of dividend income (31 March 2023: profit of £1.1m and £nil dividend income).

In preparing these financial statements, the Company has taken advantage of certain exemptions permitted by FRS 102, as the

equivalent disclosures are made in the Group’s consolidated financial statements.

Exemptions have been applied in respect of the following disclosures:

• The cash flow statement and related notes

• Share-based payments

• Capital management disclosures

• Certain related-party transactions including the remuneration of key management personnel

• Financial instrument disclosures

• A reconciliation of shares outstanding at the beginning and end of the period

The financial statements have been prepared on the historical cost convention and on a going concern basis.

The preparation of the financial statements in conformity with FRS 102 requires the use of certain critical accounting estimates.

It also requires management to exercise judgement in applying the Company’s accounting policies.

The principal accounting policies adopted by the Company are included in the note to which they relate. These policies have

been consistently applied to all the years presented, unless otherwise stated.

Dividends

The Group has not declared or paid out any dividends for the year ended 31 March 2024 (no dividend was declared or paid for

the year ended 31 March 2023).

Key sources of estimation uncertainty

The preparation of the financial statements in conformity with FRS 102 requires that management make certain estimates and

assumptions that affect the reported revenues, expenses, assets and liabilities and the disclosure of contingent liabilities. If in

the future such estimates and assumptions, which are based on management’s best estimates at the date of the financial

statements, deviate from actual circumstances, the original estimate and assumptions will be updated as appropriate in the

period in which the circumstances change.

Management has concluded that there are no critical accounting areas of judgement and estimation.

Note 2. Dividend income

The Company received dividend income from subsidiary undertakings totalling £28.0m (2023: no dividend income from

subsidiary undertakings during the year).

160

Financial Statements

Note 3. Investments in subsidiaries

The Company holds a direct investment in Wise Financial Holdings Ltd. In addition, during the year to 31 March 2024, the

Company recognised a capital contribution of £71.8m (2023: £55.2m), representing the service costs for the employees of its

subsidiaries, under the Company’s share option schemes, and a respective reduction in the capital contribution of £44.0m

(2023: £nil) for the payments received during the financial year from subsidiary undertakings in respect of those service costs.

A full breakdown of the Company’s direct and indirect subsidiary undertakings is provided in note 7.

The movement in the subsidiary undertakings during the financial year to 31 March 2024 is provided below:

2024

£m

2023

£m

Beginning of the year 174.5 119.3

Capital contributions regarding employee services in subsidiaries 71.8 55.2

Reduction of capital contribution in subsidiaries due to repayments related to share-based payments (44.0) –

End of the year 202.3 174.5

Note 4. Amounts with Group undertakings

Current amounts owed by Group undertakings are mainly comprised from management services provided from the Company to

subsidiaries. Current amounts owed to Group undertakings are related to pass through of employee share options sales to the

respective employing entity.

2024

£m

2023

£m

Amounts owed by Group undertakings

Wise Payments Limited 0.4 3.0

Wise US Inc – 0.5

Total 0.4 3.5

Amounts owed to Group undertakings

Wise Payments Limited 6.7 1.5

Wise US Inc 0.1 0.2

Total 6.8 1.7

Amounts due from Group companies are repayable in cash and short term in nature.

Accounting policy

Investments in subsidiaries are stated at cost, less any provisions to reflect impairment in value.

The Group operates an equity-settled share-based compensation plan for the employees of subsidiary undertakings

using the Company’s equity instruments. The fair value of the compensation given in respect of this share-based

compensation plan is recognised as a capital contribution to the Company’s subsidiary undertakings over the vesting

period. The capital contribution is reduced by any payments received from subsidiary undertakings in respect of these

share-based payments.

Impairment of investments in subsidiaries

The Company assesses investments for impairment whenever events or changes in circumstances indicate that the

carrying value of an investment may not be recoverable.

If any indication of impairment exists, the Company makes an estimate of the recoverable amount. If the recoverable

amount of the cash-generating unit is less than the value of the investment, the investment is considered to be

impaired and is written down to its recoverable amount. An impairment loss is recognised immediately in the profit and

loss account.

161Wise Annual Report and Accounts 2024

Note 5. Called-up share capital

As at 31 March 2024 As at 31 March 2023

Class Nominal value, £ Number of shares Share capital, £ Nominal value, £ Number of shares Share capital, £

Class A Ordinary 0.01 1,024,777,252 10,247,772.5 0.01 1,024,677,252 10,246,773

Class B Ordinary 0.000 000 001 398,889,814 – 0.000 000 001 398,889,814 –

Total – 1,423,667,066 10,247,772.5 – 1,423,567,066 10,246,773

During the year, the Group allotted 100,000 Class A Ordinary Shares of £0.01 related to share options granted under the

Company’s legacy incentive plans prior to the Company’s admission to trading on the London Stock Exchange (2023: 87,396

Class A Ordinary Shares of £0.01 related to customer shareholder programme).

Each Class A Ordinary shareholder is entitled to one vote for each Class A Ordinary Share held, subject to any restrictions

ontotal voting rights as set out in the Company’s Articles of Association. Class A Ordinary shareholders are entitled to interim

orannual dividends to the extent declared and do not hold any preferential rights to dividends. Class A Ordinary Shares are

non-redeemable.

Each Class B shareholder is entitled to nine votes for each Class B Share held, subject to any restrictions on total voting rights

as set out in the Company’s Articles of Association. Class B Shares carry no rights to distributions of dividends except on

distribution of assets, up to their nominal value, on a liquidation or winding up. Class B Shares are strictly non-transferable,

non-tradable and non-distributable to any person or entity whatsoever.

Note 6. Own share reserve

Accounting policy

Own share reserve

Own share reserve represents the weighted average cost of shares of Wise plc that are held by employee share trust

for the purpose of fulfilling obligations in respect of various employee share plans. Own shares are treated as a

deduction from equity and, on exercising of employee awards, are transferred from own shares to retained earnings at

their weighted average cost.

Employee share trust

The Group provides finance to the Employee Share Ownership Plan (ESOP) Trust to either purchase the Company’s

shares on the open market, or to subscribe for newly issued share capital, to meet the Group’s obligation to provide

shares when employees exercise their options or awards. Costs of running the ESOP Trust are charged to the

consolidated income statement. The Company consolidates this share trust.

Shares held by the ESOP Trust are deducted from reserves and presented in equity as own shares until such time that

employees exercise their awards. The consideration paid, including any directly attributable incremental costs (net of

income taxes), on purchase of Company’s equity instruments is deducted from equity.

Purchase of own shares

During the financial year, Wise continued the programme, which commenced in 2023, to purchase Wise shares in the market

through the Employee Benefit Trust in order to reduce the impact of dilution from stock-based compensation. As of 31 March

2024, a total of 9,071,706 shares were purchased from the market at an average of £7.56 per share. Directly attributable costs

of £0.5m have been charged to equity.

Notes to the Company financial statements continued162

Financial Statements

United Kingdom

Floor, Tea Building, 56 Shoreditch High Street, London,

E1 6JJ

TINV Ltd

TINV Nominees Ltd

Wise Financial Holdings Ltd

Wise Investments Holdings Ltd

Wise Payments Limited

Australia

Level 15, 390 St Kilda Road, Melbourne, VIC 3004

Wise Australia Investments Pty Ltd

Wise Australia Pty Ltd

Belgium

Rue du Trône 100/Lvl 3, Ixelles, 1050 Brussels

Wise Europe SA

Brazil

WeWork Alameda Rio Claro, 241, 5

floor, Bela Vista, São

Paulo, 01332-010

Wise Brasil Instituição de Pagamentos Ltda

Wise Brasil Corretora de Câmbio Ltda

Canada

99 Bank Street, Suite 1420, Ottawa, ONK1P 1H4

Wise Payments Canada Inc.

Chile

Rosario Norte 407, Office 1601, Las Condes

Wise Chile SpA

China

Room 2162, Floor 21, Mirae Asset. No. 166 Lujiazui Ring

Road, Pudong, China (Shanghai), Pilot Free Trade Zone,

200120

Wise China Ltd

Estonia

Veerenni tn 24, Tallinn city, Harju county, 10135

TINV Europe AS

Hong Kong

Unit 1922, 19/F., China Building, 29 Queen’s Road Central,

Hong Kong

Wise Payments Hong Kong Limited

India

4/55WEA Saraswati Marg, Karol Bagh, Delhi, 110005

Vaho Forex Private Limited

B/105, The Capital, G-Block, Plot C-70, Bandra Kurla

Complex, Bandra East Bandra (East), Mumbai, Bandra,

Maharashtra, 400051

Wise Payments India Private Limited

Indonesia

GoWork, Plaza Indonesia Mall, Lantai 5, Jl. M. H. Thamrin

Kav 28-30 RT. 009 RW. 005, Gondangdia, Menteng,

Menteng, Kota Adm., Jakarta Pusat, DKI Jakarta, 10350

PT Wise Payments Indonesia

Israel

POINT BY AZRIELI, Azrieli Sarona Tower, 121 Menachem

Begin Street, Floor 59, Office 72. Tel Aviv, 6701203

Wise ILS Ltd

Japan

WeWork Nippon Life Nihonbashi Building,

2-13-12, Nihonbashi, Chuo-ku, Tokyo

Wise Payments Japan K.K.

Korea, Republic of

WeWork Yeouido Station, 22F, 83 Uisadang-daero,

Yeouidodong, Seoul

Wise Payments Korea Limited

Malaysia

Level 13A-6, Menara Milenium, Jalan Damanlela, Pusat

Bandar Damansara, 50490 Kuala Lumpur

Wise Payments Malaysia Sdn. Bhd.

Note 7. Other statutory information

Related undertakings

This list of related undertakings is in accordance with Section 409 of the Companies Act 2006 and The Large and Medium-sized

Companies and Groups (Accounts and Reports) Regulations 2008, as amended by The Companies, Partnerships and Groups

(Accounts and Reports) Regulations 2015. Below is a full list of subsidiaries within the Group, together with the country of

incorporation and registered office as at 31 March 2024. Unless otherwise stated, the share capital disclosed comprises

Ordinary Shares which are indirectly held by Wise plc. The effective percentage of shares held in subsidiary undertakings is

100%. The entities have been grouped by the countries in which they were incorporated and are resident for tax purposes in

their country of incorporation unless otherwise stated.

163Wise Annual Report and Accounts 2024

Mexico

WeWork Reforma Latino Montecito 38, piso 37 oficina 30,

Colonia Narvarte, WTC México, Ciudad de México,

Campeche, 03810

Wise Pagos México, S.A. de C.V.

Philippines

WeWork, 30

Floor, Yuchengco Tower, RCBC Plaza, 6819

Ayala Avenue, Bel-Air, Makati City, 1226

Wise Pilipinas Inc.

Singapore

1 Paya Lebar Link, #13-06 – #13-08, PLQ 2, Paya Lebar

Quarter, 408533

Wise Asia-Pacific Pte. Ltd.

South Africa

WeWork, 155 West Street, Sandown, Sandton, Gauteng,

2031

Wise Payments South Africa (Pty) Ltd

Switzerland

Talacker 41, 8001, Zürich

Wise Switzerland AG

Thailand

999/9, The Offices at Central World, Common ground zone,

G Floor, Unit C08, Rama I Road, Pathumwan Sub-district,

Pathumwan District, Bangkok

Wise Payments (Thailand) Limited

No. 87/1 Capital Tower All Seasons Place, 16

Floor, Unit 1

1604- 6, Witthayu Road Lumphini, Pathumwan, Bangkok

Wise Payments Holdings (Thailand) Limited

United Arab Emirates

WeWork @ Hub71, 15-141, level 15, Al Khatem Tower, Adgm

Square, Al Maryah Island, Abu Dhabi

Wise Nuqud Ltd

Boulevard Plaza, Tower 1, Level 9, Office 15, Sheikh

Mohammed Rashid Blvd, Dubai

Wise Fintech Network LLC

United States

30 W. 26

St, Sixth Floor, New York NY, NY 10010

Wise US Inc

Wise US Assets Inc

Wise US Holdings Inc

1. Held directly by Wise plc

The Company has guaranteed the liabilities of Wise Financial Holdings Ltd (company number 13214905) and Wise Investments

Holdings Ltd (company number 13222470), in order that they qualify for the exemption from audit under section 479A -479C of

the Companies Act 2006, in respect of the year ended 31 March 2024.

Notes to the Company financial statements continued164

Financial Statements

Alternative performance

measures

The Group uses a number of alternative performance measures (“APMs”) within its financial reporting. These measures are not

defined under the requirements of IFRS and may not be comparable with the APMs of other companies.

The Group believes these APMs provide stakeholders with additional useful information in providing alternative interpretations

of the underlying performance of the business and how it is managed and they are used by the Directors and management for

performance analysis and reporting. These APMs should be viewed as supplemental to, but not a substitute for, measures

presented in the financial statements which are prepared in accordance with IFRS.

Underlying interest income The first 1% yield of interest income on customer balances that Wise plans to retain

Income Income is calculated as revenue plus interest income on customer balances, less

interest expense on customer balances and benefits paid relating to customer

balances

Underlying income The measure of income that will be retained from customers, which is calculated

as revenue plus ’Underlying Interest Income’

Underlying operating profit The calculation of underlying operating profit using ‘underlying income’ and

excluding the Benefits paid relating to customer balances

Underlying profit before

tax

Measure of profitability which is calculated as profit for the year, excluding the

impact of interest income from customer balances above the first 1% yield and

benefits paid relating to customer balances. The Group believes that Underlying

profit before tax is a useful measure for investors as it provides a measure of

underlying performance and growth that is not inflated by the excess interest

income that we will look to pass back to our customers

See definition for

calculation

method

Underlying profit before

tax margin

Underlying profit before tax as a percentage of underlying Income

Adjusted EBITDA Measure of profitability which is calculated as profit for the year excluding the

impact of income taxes, finance income and expense, depreciation and amortisation,

share-based payment compensation expense as well as exceptional items.

At the time of our listing in 2021, stock-based compensation was satisfied through

the issuance of new shares and we therefore elected to remove this non-cash

expense from our chosen lead metric for earnings (‘Adjusted EBITDA’). Our strong

cash generation and capital position has allowed us to initiate a programme of

purchasing Wise shares through our Employee Benefit Trust to reduce the dilutive

impact of stock-based compensation. Therefore the Adjusted EBITDA measure of

earnings has, in our view, become less useful in understanding the performance of

the underlying business and as a result our reporting going forward will focus to a

greater extent on ‘underlying profit before tax’ and its representation as a margin

of underlying income.

See definition for

calculation

method

Adjusted EBITDA margin Adjusted EBITDA as a percentage of income

Underlying adjusted

EBITDA

Measure of profitability which takes ’Adjusted EBITDA’ and adjusts the calculation

to remove the excess Interest Income on Customer Balances above the amount

of’Underlying Interest Income’ and also removes benefits paid relating to

customerbalances.

Underlying adjusted

EBITDA margin

Underlying adjusted EBITDA as a percentage of underlying income

Free cash flow (FCF) Measure of cash flow which takes into account the net cash flows from operating

activities less the change in working capital (excluding timing differences for

receipts of interest income, income tax payments, change in collateral and

pass-through items), the costs of purchasing property, plant and equipment,

intangible assets capitalisation and payments for leases. It is a non-statutory

measure used by the Board and the senior management team to measure the

ability of the Group to support future business expansion, distributions or financing

See Free cash

flow APM for

calculation

method

FCF conversion Free cash flow as a percentage of profit before tax

Underlying free cash flow

(UFCF)

Free cash flow as defined but starting from underlying profit before tax

Underlying FCF conversion Free cash flow as a percentage of Underlying profit before tax

Corporate Cash Corporate cash represents cash and cash equivalents that are not considered

customer-related balances. Measure of the Group’s ability to generate cash and

maintain liquidity

See Corporate

Cash APM for

calculation

method

Cross border fees

saved

Fees saved by our personal customers when using Wise for cross- currency

transfers versus other providers. This measure is used by the Group to

demonstrate the value proposition to stakeholders

See definition for

calculation

method

Alternative performance measures 165Wise Annual Report and Accounts 2024

Alternative performance measures continued

Underlying profit before tax

2024

£m

2023

£m

Revenue 1,052.0 846.1

Interest expense on customer balances – (3.7)

Underlying interest income (first 1% yield) 120.7 49.6

Underlying income 1,172.7 892.0

Cost of sales (307.4) (308.2)

Net credit losses on financial assets (12.5) (17.8)

Underlying gross profit 852.8 566.0

Administrative expenses (615.9) (494.5)

Net interest income from corporate investments 19.7 2.8

Other operating income, net 5.7 10.7

Underlying operating profit 262.3 85.0

Finance expense (20.5) (10.7)

Underlying profit before tax 241.8 74.3

Underlying profit before tax margin 20.6% 8.3%

Interest income above the first 1% yield 364.5 90.6

Benefits paid relating to customer balances (124.9) (18.4)

Reported profit before tax 481.4 146.5

Income tax credit/(expense) (126.8) (32.5)

Profit for the year 354.6 114.0

Free cash flow

2024

£m

2023

£m

Underlying profit before tax 241.8 74.3

Underlying income 1,172.7 892.0

Underlying profit before tax margin 20.6% 8.3%

Corporate cash working capital change excluding collaterals 8.2 3.7

Adjustment for exceptional and pass-through items in the working capital (0.2) (2.0)

Depreciation and amortisation 18.3 23.2

Payments for lease liabilities (8.1) (6.6)

Capitalised expenditure – property, plant and equipment (10.6) (3.6)

Capitalised expenditure – intangible assets (2.4) (5.2)

Underlying free cash flow (UFCF) 247.0 83.8

UFCF conversion (UFCF as a % of Underlying profit before tax) 102.1% 113.1%

Adjustments to Profit before tax

Interest income above the first 1% yield 364.5 90.6

Benefits paid relating to customer balances (124.9) (18.4)

Profit before tax 481.4 146.5

Free cash flow (FCF) 486.6 156.0

FCF conversion (FCF as a % of reported profit before tax) 101.1% 106.6%

166

Other Information

Income

2024

£m

2023

£m

Revenue 1,052.0 846.1

Interest income on customer balances 485.2 140.2

Interest expense on customer balances – (3.7)

Benefits paid relating to customer balances (124.9) (18.4)

Income 1,412.3 964.2

Adjusted and Underlying adjusted EBITDA

2024

£m

2023

£m

Profit for the year 354.6 114.0

Adjusted for:

Income tax expense 126.8 32.5

Finance expense 20.5 10.7

Net interest income from corporate investments (19.7) (2.8)

Depreciation and amortisation 18.3 23.2

Share-based payment compensation expense 72.5 58.2

Adjusted EBITDA 573.0 235.8

Income 1,412.3 964.2

Adjusted EBITDA margin 40.6% 24.4%

Interest income net of customer benefits (360.3) (118.1)

Underlying interest income 120.7 49.6

Underlying adjusted EBITDA 333.4 167.3

Underlying income 1,172.7 892.0

Underlying adjusted EBITDA margin 28.4% 18.7%

167Wise Annual Report and Accounts 2024

Corporate cash

The tables below show a non-IFRS view of the ‘Corporate cash’ metric that is used by the Group management as a key

performance indicator in assessment of the Group’s ability to generate cash and maintain liquidity. Corporate cash represents

cash and cash equivalents that are not considered customer related balances.

Information presented in the table below is based on the Group’s internal reporting principles and might differ from the similar

information provided in IFRS disclosures:

2024

£m

2023

£m

Operating Cashflow

Profit for the year 354.6 114.0

Adjustments for non-cash transactions:

Interest income net of customer benefits (360.3) (121.8)

Current tax expense 126.8 32.5

Share-based payment compensation expense 72.5 59.1

Depreciation and amortisation 18.3 23.2

Effect of other non-monetary transactions 24.7 (22.1)

Change in corporate working capital (including collaterals) 27.8 (8.8)

Cash generated from operations: 264.4 76.1

Receipt of interest 344.4 103.9

Unwind portion of bond premium/discount 140.8 23.3

Benefits paid to customers (118.3) (11.6)

Payment of income tax and interest charges (90.4) (31.0)

Net corporate cash generated from operating activities 540.9 160.7

Capitalised expenditure – property, plant and equipment (10.6) (3.6)

Capitalised expenditure – intangible assets (2.4) (5.2)

Proceeds from sublease 0.1 0.2

Net corporate cash (used in)/from investing activities (12.9) (8.6)

Funding of share purchases by Employee Benefit Trust (68.4) (10.1)

Proceeds from issues of shares and other equity 1.0 0.6

Proceeds from borrowings 420.0 529.0

Repayment of borrowings (470.0) (359.0)

Principal elements of lease payments (7.1) (5.9)

Interest paid on leases (1.1) (0.7)

Net corporate cash from financing activities (125.6) 153.9

Total increase in corporate cash 402.4 306.0

Corporate cash at beginning of year 671.1 357.8

Effect of exchange rate differences on corporate cash (12.4) 7.3

Corporate cash at end of year 1,061.1 671.1

2024

£m

2023

£m

Breakdown of corporate and customer cash

Cash and cash equivalents and short-term financial investments 14,513.2 11,483.9

Receivables from customers and payment processors 287.7 129.7

Adjustments for:

Outstanding money transmission liabilities and other customer payables (479.4) (266.1)

Wise accounts (13,260.4) (10,676.4)

Corporate cash at end of the year 1,061.1 671.1

Corporate cash includes some elements of current trade and other receivables which are due to Wise. This includes ‘Receivables

from payments processors’ as disclosed in note 14, as well as other receivables from customers and partners reported in

note14, but exclude those elements which are considered customer related balances.

Similarly, corporate cash includes the ‘Outstanding money transmission liabilities’ and the payables reported under ‘Deferred

revenue’ and ‘Other payables’ in note 18, which are not considered customer related balances.

Alternative performance measures continued

168

Other Information

Glossary

ABC anti-bribery and corruption

Act or Companies

Act

the UK Companies Act 2006, as amended, modified or re-enacted from time to time

Active customers total number of unique customers who have completed at least one cross-currency transaction in a given

period

Adjusted EBITDA profit for the year before income taxes, interest, depreciation and amortisation, share-based compensation

expense and exceptional items

Admission the admission of the Class A Shares to the standard listing segment of the Official List of the FCA and to

trading on the London Stock Exchange’s Main Market for listed securities. Date started listing on LSE in July

2021

AGM a general meeting held as the Company’s annual general meeting in accordance with section 336 of the Act

AML anti-money laundering

Andreessen

Horowitz

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

API application programming interface

Articles the current Articles of Association of the Company

Average price price reported to customers in the Wise quarterly mission updates which is based on a fixed basket

ofrepresentative currencies to eliminate any route or payment mix effect

Board the Board of Directors of Wise plc

CAGR compound annual growth rate

CEO or Chief

Executive Officer

the Chief Executive Officer of the Company

CFO or Chief

Financial Officer

the Chief Financial Officer of the Company

Class A Shares the Class A Ordinary Shares in the capital of the Company with a nominal value of £0.01 each

Class A Shareholder a registered holder of Class A Shares

Class B Shares the Class B Ordinary Shares in the capital of the Company with a nominal value of £0.000000001 pence each

Class B Shareholder a registered holder of Class B Shares

CMA the Competition and Markets Authority

Company Wise plc

Cross-border

volume

Volume of transactions where the source currency and target currency are different

Cross-currency fees

saved

Calculated using market research and quotes we have collected from other banks and payment providers.

Using this research, we then estimate the amount saved for each of our personal customers by comparing

the cost of their transaction with Wise against what we would estimate a different payment provider would

charge them. The amount is then an accumulation of all transactions undertaken during the financial year,

with a margin of error included for reasonableness.

Cross-take rate cross-border revenue across all customer activity as a proportion of cross-border volume

Constant currency

basis (constant

currency)

method where the current period financial results have been converted to the foreign exchange rate used for

the previous financial period

Direct Listing a direct listing on the London Stock Exchange’s Main Market

Directors the Directors of the Company

169Wise Annual Report and Accounts 2024

Glossary continued

Disclosure Guidance

and Transparency

Rules

the rules of the FCA in relation to the disclosure of information byanissuer whose financial instruments

areadmitted to trading on a regulated market in the UK

Dual-Class share

structure

the Company’s share capital structure at Admission consisting of two classes of shares, namely Class A

Shares and Class B Shares

Eligible Class B

Shareholder

all Existing Shareholders prior to Admission (including employee holders of vested share options who chose

to exercise prior to Admission)

Eligible Customer a customer eligible to participate in the OwnWise programme in accordance with the criteria set out in

“TheDirect Listing, Dual Class Share Structure and OwnWise—OwnWise—Who’s eligible?”

Emission Zero sustainability pillar, Wise’s response to the climate crisis

Employee Share

Trust

TransferWise Employee Share Trust established on 11 June 2021 between TransferWise Limited and Equiniti

Trust (Jersey)Limited

Executive Chair David Wells

Executive Directors the executive Directors of the Company

Executive Founder Kristo Käärmann

FCA the UK Financial Conduct Authority

FRC the UK Financial Reporting Council

FTSE Financial Times Stock Exchange

Group

reorganisation

the reorganisation of the Group’s corporate structure as described in the Share Capital Structure of the

Directors’ report pursuant to which, among other things, the Company became the ultimate holding company

of the Group

IFRS International Financial Reporting Standards

KYC know your customer

Lead a Wiser with at least 1 direct report

Leadership Team

(LT)

as shown in the “Our leaders at Wise” section on Wise website https://wise.com/owners

Listing Rules UK FCA Handbook Listing Rules

Long-term

Incentive Plan

the discretionary share plan called the Wise Long-term Incentive Plan

LTIP Awards awards granted under the Long-term Incentive Plan

LTIP Option an option to acquire Class A Shares at an exercise price set at grant (which may be nil)

Main Market the main market for listed securities of the London Stock Exchange

Mission Day/Mission

update

Programme of quarterly communications to customers and half-year conferences with employees

Mission to build the best way to move and manage the world’s money

Non-Executive

Directors

the Non-Executive Directors of the Company

OwnWise our customer shareholder programme designed to reward customers of Wise who also become long-term

shareholders with bonus shares in Wise and other perks

OwnWise Bonus

Class A Shares to be issued in connection with OwnWise to participating Eligible Customers who buy Class A

Shares during the relevant OwnWise Eligibility Period and continue to hold these for 12 months following the

close of the relevant OwnWise Eligibility Period

170

Other Information

Prospectus the Wise Prospectus prepared for the purpose of Admission

PwC PriceWaterhouseCoopers LLP

Registrar means the Company’s registrar, Equiniti Limited

Regulatory

Information Service

one of the regulatory information services authorised by the FCA to receive, process and disseminate

regulatory information from listed companies

Remuneration

Committee

the Company’s Remuneration Committee

RSUs Restricted Stock Units granted under the 2021 EIP

Senior Managers

and Certification

Regime

an FCA accountability framework focused on senior management responsibilities and conduct. More

information is found on https://www.fca.org.uk/firms/senior-managers-certification-regime

Shares the shares in the capital of the Company from time to time, which since Admission consist of Class A Shares

and Class B Shares

sterling or pounds

or GBP or £ or pence

the lawful currency of the United Kingdom

Total take rate or

take rate

total fees across all customer activity (conversion and other) as a proportion of volume

UK Corporate

Governance Code

the UK Corporate Governance Code published by the Financial Reporting Council, as amended from

time to time

United Kingdom or

the United Kingdom of Great Britain and Northern Ireland

United States or US

or USA

the United States of America, its territories and possessions, any State of the United States of America,

andthe District of Columbia

US dollar or USD or $ the lawful currency of the United States of America

Underlying profit

before tax

profit for the year which has been adjusted to remove interest income on customer balances above the first

1% yield and the benefits paid relating to customer balances

VPC or volume per

customer

the average volume per active customer, calculated as total volume divided by total active customers

in the period

‘Wise’ or ‘we’ or ‘our’

or ‘Group’

Wise plc and its subsidiary undertakings

Wise Account the Wise international account for personal customers

Wise accounts together, the Wise international accounts for personal (Wise Account) and business (Wise Business)

Wise Business the Wise international account for business customers

Wise card plastic card issued to Wise Account holders

Wise Europe TransferWise Europe SA/NV

Wise Platform the Wise product for bank and enterprise partners

Wise Transfer Wise’s product for sending money

Wisers Wise employees

171Wise Annual Report and Accounts 2024

Directors

David Wells

Chair

Kristo Käärmann

Co-founder and CEO

Clare Gilmartin

Senior Independent Director

Alastair Rampell

Non-Executive Director

Hooi Ling Tan

Independent Non-Executive Director

Ingo Uytdehaage

Independent Non-Executive Director

Terri Duhon

Independent Non-Executive Director

Elizabeth Chambers

Independent Non-Executive Director

(appointed 19 April 2023)

Shareholder information

Investor Relations

wise.com/owners/

Wise’s Class A common shares trade on the London Stock

Exchange under the ticker WISE; written as LSE:WISE or

LON:WISE. ISIN is GB00BL9YR756

American Depositary Receipts (ADRs) are available in the US

under the ticker WIZEY

Registrar

Equiniti

Aspect House

Spencer Road

Lancing

West Sussex

BN99 6DA

0371 384 2030

Independent Auditors

PricewaterhouseCoopers LLP

Chartered Accountants and Statutory Auditors

1 Embankment Place

London WC2N 6RH

Annual General Meeting

Wise’s Annual General Meeting will be held on

18 September 2024.

Company Secretary

Jane Fahey

Registered Company Number

Registered in England and Wales

Company number 13211214

Registered Office

Wise plc

floor, Tea Building

56 Shoreditch High Street

London E1 6JJ

Forward-Looking DisclosureDisclaimer

This Annual Report may include forward-looking statements, which are based on current expectations and projections about future events,

suchas statements regarding our ESG activity and commitments, including goals, targets, metrics and related strategies. 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 report speak only as at the date of this report.

Wise expressly disclaims any obligation or undertaking to update, review or revise any forward-looking statements contained in this report

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 report, whether as a result of new information, future developments or otherwise, except as

required bylaw.