UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Date: 24 September 2026
Commission File Number: 001-43229
Wise Group plc
(Translation of registrant’s name into English)
1st Floor, Worship Square
65 Clifton Street
London EC2A 4JE
United Kingdom
(Address of Principal Executive Office)
Indicate by check mark whether the registrant files or will file annual
reports under cover of Form 20-F or Form 40-F:
Form 20-F ☒ Form 40-F ☐
INFORMATION CONTAINED IN THIS REPORT ON FORM 6-K
24 September 2026
Wise Group plc
(the “Company”)
Publication of AGM Results
Following its Annual General Meeting (“AGM”)
held today, the Company announces the results of the poll vote for each of the resolutions as set out in the Notice of the AGM.
All resolutions were passed as ordinary resolutions.
The results of the poll for each resolution are as follows:
| Resolution |
Votes for |
For
(% of
shares
voted) |
Votes
against |
Against
(% of
shares
voted) |
Total number
of votes |
% of
ISC
voted* |
Votes
withheld** |
| 1. |
To receive the audited financial statements of the Company for the financial year ended
31 March 2026 |
2,092,746,403 |
99.98% |
376,417 |
0.02% |
2,093,122,820 |
74.72% |
5,146,617 |
| 2. |
To appoint PricewaterhouseCoopers LLP as auditors of the Company |
2,094,796,421 |
99.85% |
3,138,668 |
0.15% |
2,097,935,089 |
74.89% |
334,348 |
| 3. |
To authorise the Directors, acting through the Audit Committee, to determine the remuneration
of the Company’s auditors |
2,097,180,491 |
99.96% |
773,434 |
0.04% |
2,097,953,925 |
74.89% |
315,512 |
| 4. |
To elect David Bolling Wells as a Director |
2,046,049,234 |
97.54% |
51,532,250 |
2.46% |
2,097,581,484 |
74.88% |
687,953 |
| 5. |
To elect Emmanuel Thomassin as a Director |
2,076,333,069 |
98.98% |
21,300,787 |
1.02% |
2,097,633,856 |
74.88% |
635,581 |
| 6. |
To elect Terri Lynn Duhon as a Director |
2,097,024,785 |
99.96% |
798,767 |
0.04% |
2,097,823,552 |
74.89% |
445,885 |
| 7. |
To elect Hooi Ling Tan as a Director |
2,053,393,322 |
97.89% |
44,182,746 |
2.11% |
2,097,576,068 |
74.88% |
693,369 |
| 8. |
To authorise the Company to purchase own shares |
2,097,582,802 |
99.98% |
343,312 |
0.02% |
2,097,926,114 |
74.89% |
343,323 |
* In accordance with the Company’s Articles of Association,
Kristo Käärmann’s voting rights have been capped to one vote below 50% of the total votes eligible to be cast in respect
of any shareholder resolution. Accordingly, when calculating the total exercisable voting rights for the 2026 AGM, the Company’s
percentage of issued share capital voted has been reduced proportionately as explained below.
The Company's issued share capital consists of (a) 1,020,742,294
Class A Ordinary Shares with a par value of $0.01 each ("Class A Shares"), and (b) 197,838,749 Class B Ordinary Shares
with par value of $0.000000001 each (“Class B Shares”). The Company holds at this time 4,422,268 Class A Shares in
Treasury which do not carry voting rights. The total number of voting rights attributable to the Class A Shares is 1,020,742,294 and the
total number of voting rights attributable to the Class B Shares is 1,780,548,741. Therefore the total number of voting rights in the
Company in aggregate across the Class A Shares and the Class B Shares is 2,801,291,035.
After accounting for the total number of Class B Share
voting rights that will be restricted as a result of the above mentioned cap, the total exercisable voting rights in the Company in aggregate
across the Class A Shares and Class B Shares is 2,316,423,151.
** A “Vote withheld” is not a vote in law and
is not counted in the calculation of the votes ‘For’ or ‘Against’ a resolution.
Notes:
Computershare, the Company’s Share Registrar, acted
as scrutineer of the poll on all resolutions.
For any queries related to the AGM, please contact the Company Secretariat at cosec@wise.com
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| |
WISE GROUP PLC |
| |
|
| Date: September 24, 2026 |
By: /s/ Emmanuel Thomassin |
| |
Name: Emmanuel Thomassin
Title: Chief Financial Officer |
