Notice of Meeting 2025 annual gEneral

This document is important and requires your immediate attention. If you are in any doubt as to any aspect of the proposals referred to in this document or the action you should take, you should seek your own advice from an independent professional adviser.

If you have sold or otherwise transferred all of your A ordinary shares in Wise plc, please forward this document as soon as possible to the purchaser or transferee, or to the person who arranged the sale or transfer so they can pass this document on to the person who now holds such A ordinary shares.

To be held at 11:00 (BST) on Thursday 25 September 2025 at Wise, 1st Floor, Worship Square, 65 Clifton Street, London, EC2A 4JE, United Kingdom

1	Chair's Letter
2-4	Notice of Meeting
5-7	Explanatory notes to resolutions
8-10	Wise owners information – practical matters

Chair's Letter

Dear Wise owner,

Annual General Meeting ("AGM")

The Wise plc (the "Company" or "Wise") 2025 AGM will be held at Wise, 1st Floor, Worship Square, 65 Clifton Street, London, EC2A 4JE, United Kingdom on Thursday 25 September 2025 at 11:00 (BST).

AGM Arrangements

I, along with the rest of the Board, welcome the opportunity to meet you in person. If you are intending to attend the AGM, we would be grateful if you could pre-register by emailing agm@ wise.com. For those attending in person or unable to attend, you will be able to submit questions on the business of the AGM in advance by emailing [email protected].

Business of the AGM

The AGM provides an opportunity for Wise owners to consider and approve certain matters in relation to Wise. Details of the formal business to be considered at the AGM are set out in this notice of AGM on pages 2-4.

I would like to take this opportunity to highlight the election and re-election of our Directors.

Emmanuel Thomassin was appointed as an Executive Director of the Company with effect from 1 October 2024. Emmanuel has decades of experience leading the financial growth strategy of rapidly expanding private and publicly traded companies. In line with best practice and as required by the Company's Articles of Association, Emmanuel is standing for election for the first time at this year's AGM.

After more than six years at Wise, Ingo Uytdehaage, Chair of the Audit and Risk Committee, and a member of the Remuneration Committee, will not stand for re-election as a director at this year's AGM. Terri Duhon, currently Independent Non-Executive Director, will take on his responsibilities as Interim Chair of the Audit and Risk Committee with effect from close of the AGM. Terri has been a director on the Wise Board and a member of the Audit and Risk Committee since January 2022. I will also join the Audit and Risk Committee on an interim basis and until a permanent chair is appointed, with effect from close of the AGM.

On behalf of the Board, I would like to thank Ingo for his many contributions. A comprehensive search for a new Chair of the Audit and Risk Committee has commenced.

All other Directors are standing for re-election at this year's AGM. Explanatory notes to the resolutions electing and re-electing the Directors are set out on pages 5-7 of this document.

Voting

You will be entitled to vote at the AGM if you hold A ordinary shares ("A Shares") and, if you hold B ordinary shares ("B Shares") that correspond to your A Shares, you will be entitled to exercise your B Share voting rights, subject to applicable voting caps as set out in Wise's Articles of Association.

Our A Shares carry one vote per A Share and our B Shares carry nine votes per B Share.

You will be able to vote at the AGM either:

in person if you attend the physical meeting; or
by completing and submitting a proxy form for the AGM appointing the Chair of the meeting or anyone else as your proxy in advance of the meeting. Please note that submitting a proxy form in respect of the AGM will not prevent you from attending or voting at the meeting, if you choose to attend.

Further information on voting can be found on pages 8-10.

Recommendation

The formal notice of AGM is set out on pages 2-4 of this document and contains the proposed resolutions on which you are invited to vote. Explanatory notes to the resolutions are set out on pages 5-7 of this document and general information on attendance, voting and asking questions can be found on pages 8-10.

The Directors consider that the resolutions set out in this notice of AGM are in the best interests of the Company and Wise owners as a whole and, accordingly, unanimously recommend that Wise owners vote in favour of the resolutions, as they intend to do in respect of their own shareholdings.

Yours faithfully,

David Wells Chair

Wise plc

Incorporated in England and Wales with limited liability Registered in England and Wales Company number 13211214

Registered Office: 1st Floor, Worship Square, 65 Clifton Street, London, UK, EC2A 4JE, United Kingdom

Notice of Meeting

Notice is hereby given that the Annual General Meeting ("AGM") of Wise plc (the "Company" or "Wise") will be held at Wise, 1st Floor, Worship Square, 65 Clifton Street, London, EC2A 4JE, United Kingdom on Thursday 25 September 2025 at 11:00 (BST). At the AGM, the Company's shareholders ("Wise owners") will be asked to consider and vote on the resolutions contained in this notice of AGM.

Resolutions 1 to 14 (inclusive) will be proposed as ordinary resolutions, which will require more than 50 percent of the votes cast to be in favour to pass each resolution.

Resolutions 15 to 18 (inclusive) will be proposed as special resolutions, which will require at least 75 percent of the votes cast to be in favour to pass each resolution.

ORDINARY RESOLUTIONS

1. Annual Report and Audited Accounts

To receive the audited financial statements of the Company, together with the Company's Directors' Report, Strategic Report and Auditors' Report for the year ended 31 March 2025 (the "Annual Report and Accounts").

2. Directors' Remuneration Report

To approve the Directors' Remuneration Report as set out on pages 97 to 114 of the Company's Annual Report and Accounts.

3. Re-appointment of auditors

To re-appoint PricewaterhouseCoopers LLP as auditors of the Company to hold office from the date of this AGM until the conclusion of the next annual general meeting at which financial statements are laid before the Company.

4. Auditors' remuneration

To authorise the Directors, acting through the Audit and Risk Committee, to determine the remuneration of the Company's auditors.

5. Election of Director

To elect Emmanuel Thomassin as a Director of the Company in accordance with the Company's Articles of Association and in line with the recommendations of the UK's Corporate Governance Code (the "Corporate Governance Code").

6-12. Re-election of Directors

To re-elect all of the following Directors of the Company in accordance with the Company's Articles of Association and in line with the recommendations of the Corporate Governance Code.

i. David Bolling Wells
ii. Kristo Käärmann
iii. Elizabeth Grace Chambers
iv. Terri Lynn Duhon
v. Clare Elizabeth Gilmartin
vi. Alastair Michael Rampell
vii. Hooi Ling Tan

13. Political donations

In accordance with Sections 366 and 367 of the UK Companies Act 2006 (the "Act") to authorise the Company, and all companies that are, at any time during the period for which this resolution has effect, subsidiaries of the Company as defined in the Act, to:

i. make political donations to political parties and/or independent election candidates;
ii. make political donations to political organisations other than political parties; and
iii. incur political expenditure,

in each case during the period starting on the date of the passing of this Resolution 13 and expiring at the conclusion of the next annual general meeting of the Company (or if earlier, at the close of business on 30 September 2026) provided the aggregate amount of any such donations and expenditure made or incurred by the Company or its subsidiaries taken together shall not exceed £100,000 during the period for which this Resolution 13 has effect. For the purposes of this Resolution 13, the terms 'political donations', 'political parties', 'independent election candidates', 'political organisations' and 'political expenditure' shall have the meanings given to them by Sections 363 to 365 of the Act.

14. Authority to allot class A ordinary shares

In accordance with Section 551 of the Act, to authorise the Directors to allot A ordinary shares ("A Shares") in the Company or grant rights to subscribe for or to convert any security into A Shares:

i. up to an aggregate nominal amount of £3,416,667.51, being one third of the issued A ordinary share capital of the Company on 29 July 2025 (being the latest practicable date prior to the publication of this document); and

ii. comprising equity securities (as defined in Section 560(1) of the Act) up to a further nominal amount of £3,416,667.51, again being one third of the issued A ordinary share capital of the Company on 29 July 2025 (being the latest practicable date prior to the publication of this document) in connection with a pre-emptive offer.

This authority shall expire at the conclusion of the next annual general meeting of the Company (or, if earlier, at the close of business on 30 September 2026) save that the Company may make an offer or agreement, which would or might require relevant securities to be allotted or rights to subscribe for or convert any relevant security after this authority, at any time before this Resolution 14 has expired and the Directors may allot relevant securities in pursuance of such an offer or agreement, as if the authority conferred by this Resolution 14 had not expired.

For the purposes of this Resolution:

i. "pre-emptive offer" means an offer of equity securities open for acceptance for a period fixed by the Directors to (a) holders (other than the Company) on the register on a record date fixed by the Directors of ordinary shares in proportion to their respective holdings, and (b) other persons so entitled by virtue of the rights attaching to any other securities held by them, but subject in both cases to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to treasury shares, fractional entitlements, record dates or legal, regulatory or practical problems in, or under the laws of, any territory; and
ii. the nominal amount of any securities shall be taken to be, in the case of rights to subscribe for or convert any securities into shares of the Company, the nominal amount of such shares which may be allotted pursuant to such rights.

SPECIAL RESOLUTIONS

15. Authority to disapply statutory pre-emption rights

Subject to the passing of Resolution 14 above, to authorise the Directors to allot equity securities (as defined in Section 560(1) of the Act) in the Company wholly for cash, as if Section 561(1) of the Act did not apply to any such allotment, pursuant to the authority conferred by Resolution 14 above (and/or where the allotment constitutes an allotment of equity securities by virtue of Section 560(3) of the Act), such authority to be limited to:

i. allotments in connection with a pre-emptive offer; and
ii. otherwise than in connection with a pre-emptive offer, allotments up to an aggregate nominal amount of £1,025,000.25,

provided that, unless previously renewed, revoked, varied or extended, this power shall expire at the conclusion of the next annual general meeting of the Company (or, if earlier, at the close of business on 30 September 2026) but in each case so that the Company may make an offer or agreement before this authority has expired which would or might require equity securities to be allotted after this authority has expired and the Directors may allot equity securities in pursuance of such offer or agreement as if the power conferred hereby had not expired.

For the purposes of this Resolution:

i. "pre-emptive offer" has the same meaning as in Resolution 14;
ii. references to an allotment of equity securities shall include a sale of treasury shares; and
iii. the nominal amount of any securities shall be taken to be, in the case of rights to subscribe for or convert any securities into shares of the Company, the nominal amount of such shares which may be allotted pursuant to such rights.

16. Authority to disapply pre-emption rights in the event of financing an acquisition transaction or a specified capital investment

Subject to the passing of Resolution 14 and in addition to any authority granted under Resolution 15, to authorise the Directors to allot equity securities (as defined in Section 560(1) of the Act) in the Company wholly for cash pursuant to the authority conferred by Resolution 15 above (and/or where the allotment constitutes an allotment of equity securities by virtue of Section 560(3) of the Act) as if Section 561(1) of the Act did not apply to any such allotment, such authority to be:

a. limited to the allotment of equity securities or sale of treasury shares up to an aggregate nominal amount of £1,025,000.25; and
b. used only for the purposes of financing (or refinancing, if the authority is to be used within 12 months after the original transaction) a transaction which the Directors determine to be either an acquisition or a specified capital investment of a kind contemplated by the Statement of Principles on Disapplying Pre-Emption Rights most recently published by the Pre-Emption Group prior to the date of this notice of AGM,

such authority to expire at the conclusion of the next annual general meeting of the Company (or, if earlier, at the close of business on 30 September 2026) but in each case so that the Company may, before such expiry, make offers and enter into agreements which would, or might, require equity securities to be allotted and treasury shares to be sold after the authority given by this Resolution 16 has expired and the Directors may allot equity securities and sell treasury shares under any such offer or agreement as if the authority had not expired.

For the purposes of this Resolution, references to an allotment of equity securities shall include a sale of treasury shares.

17. Authority to purchase own shares

In accordance with Section 701 of the Act, to authorise the Company to make one or more market purchases (within the meaning of Section 693(4) of the Act) of fully paid A Shares in the Company on such terms and in such manner as the Directors shall from time to time determine provided that:

i. the maximum aggregate number of A Shares hereby authorised to be purchased by the Company is 102,500,025;
ii. the minimum price (exclusive of expenses) which may be paid for each A Share is £0.01 per share;
iii. the maximum price (exclusive of expenses) which may be paid for each A Share shall be an amount equal to the higher of 1) 105 percent of the average of the middle market quotations of the A Shares (as derived from the London Stock Exchange Daily Official List) for the five business days immediately preceding the day on which the A Share is contracted to be purchased; and 2) the higher of the price of the last independent trade and the highest current independent bid for an A Share on the trading venue where the market purchase is carried out;
iv. unless previously renewed, revoked or varied by the Company in a general meeting, this authority shall expire at the conclusion of the next annual general meeting of the Company (or, if earlier, at the close of business on 30 September 2026); and
v. the Company may, prior to the expiry of this authority, make a contract or contracts to purchase A Shares under this authority which will or may be completed or executed wholly or partly after such expiry and may make a purchase of A Shares pursuant to any such contract or contracts as if the authority conferred hereby had not expired.

18. Short notice for general meetings

That a general meeting of the Company other than an annual general meeting may be called on not less than 14 clear days' notice.

By order of the Board

Jane Fahey Group Company Secretary

Explanatory notes to resolutions

Resolution 1 (Annual Report and Audited Accounts)

The Directors are required to present the Company's Annual Report and Accounts for the year ended 31 March 2025 at the AGM.

The Annual Report and Accounts is available on the Company's website at www.wise.com/owners.

Resolution 2 (Directors' Remuneration Report)

Resolution 2 is an advisory vote to approve the Directors' remuneration report annually. The Director's remuneration report is set out on pages 97 to 114 of the Annual Report for the year ended 31 March 2025.

Resolution 3 (Re-appointment of Auditors)

At each general meeting at which the accounts are laid before the members, the Company is required to appoint an auditor to serve until the next such meeting. The Board recommends the re-appointment of PricewaterhouseCoopers LLP who have expressed their willingness to continue as the Company's auditors in respect of the financial year ending 31 March 2026.

Resolution 4 (Auditors' Remuneration)

This resolution authorises the Board, acting through the Audit and Risk Committee, to determine the remuneration of the Company's auditors.

Resolution 5 (Election of Director)

In accordance with the Corporate Governance Code, Emmanuel Thomassin, who has been appointed to the Board with effect from 1 October 2024, will retire at the AGM and offer himself for election by Wise owners.

Resolutions 6 to 12 (Re-election of Directors)

Ingo Uytdehaage is retiring at the conclusion of the AGM and is not offering himself for re-election. In accordance with the Corporate Governance Code and as required by the Company's Articles of Association, all other currently serving Directors will retire and offer themselves for re-election by Wise owners.

Based on its assessment of each Director's performance and ability to continue to contribute to the Company's board of Directors in light of the knowledge, skill and experience they possess, the Board has confirmed that the Directors standing for re-election are effective in their roles and demonstrate their commitment to the Board. Each is therefore recommended for election and re-election, as applicable.

Biographies of the Directors are set out on pages 79 to 81 of the Annual Report and Accounts and also appear on the Company's website at www.wise.com/owners. The structure, size and composition of the Board is regularly reviewed to ensure that there is a balance between executive and non-executive Directors and that no individual or small group of individuals dominates decision making.

The composition of the Board and its committees is also regularly reviewed to ensure an appropriate and diverse mix of skills, experience, knowledge and background. The Directors have strong and relevant experience and the Board as a whole is considered to have an appropriate balance of skills and experience.

Resolution 13 (Political Donations)

The Act prohibits companies from making political donations to UK political organisations or independent candidates, or incurring UK political expenditure, unless authorised by Wise owners in advance.

The Company does not make nor have any present intention of making donations to political organisations or independent election candidates, nor does it incur nor have any present intention to incur any political expenditure.

However, the definitions of 'political donations', 'political organisations' and 'political expenditure' used in the Act are broad. As a result, they can cover activities such as sponsorship, subscriptions, payment of expenses, paid leave for employees fulfilling certain public duties, and support for bodies representing the business community in policy review or reform.

Approval is being sought on a precautionary basis only, to allow the Company and any company which, at any time during the period for which this resolution has effect, is a subsidiary of the Company (as defined in the Act), to continue to support its employees, the community and put forward its views to wider business and government interests, without running the risk of inadvertently breaching legislation.

The Board is therefore seeking authority to make political donations and to incur political expenditure not exceeding £100,000 in total. In line with best practice, we expect to put this resolution to Wise owners annually rather than every four years as required by the Act.

Resolution 14 (Authority to Allot Class A Ordinary Shares)

This resolution renews the Directors' general authority to allot A Shares in the capital of the Company without the prior consent of Wise owners for a period expiring at the conclusion of the next annual general meeting of the Company (or, if earlier, at the close of business on 30 September 2026).

The authority in limb (a) of Resolution 14 allows the Directors to allot A Shares up to an aggregate maximum nominal amount of £3,416,667.51 (representing approximately one third of the nominal value of the Company's issued A Shares on 29 July 2025, the latest practicable date prior to the publication of this document).

In accordance with the latest Share Capital Management Guidelines issued by the Investment Association ("IA") on February 2023, the authority in limb (b) of Resolution 14 will also allow Directors to allot further A Shares only in connection with a pre-emptive offer to Wise owners up to a further nominal amount of £3,416,667.51 (representing an additional approximately one third of the nominal value of the Company's issued A Shares on 29 July 2025, the latest practicable date prior to the publication of this document).

As at 29 July 2025, the latest practicable date prior to the publication of this document, the Company has no A Shares held in treasury.

The Directors do not have any present intention of exercising such authority. However, if they do exercise this authority, the Directors intend to follow best practice as regards to its use as recommended by the IA.

Resolutions 15 and 16 (Authority to Disapply Statutory Pre-emption Rights)

If the Directors wish to allot new A Shares and other equity securities, or sell treasury shares, for cash (other than in connection with an employee share scheme), company law requires that these shares are offered first to Wise owners in proportion to their existing holdings (known as pre-emption rights).

Limb (a) of Resolution 15 seeks Wise owners' approval to allot a limited number of A Shares or other equity securities, or sell treasury shares, for cash on a pre-emptive basis but subject to such exclusions or arrangements as the Directors may deem appropriate to deal with certain legal, regulatory or practical difficulties. For example, in a pre-emptive rights issue, there may be difficulties in relation to fractional entitlements or the issue of new shares to certain Wise owners, particularly those resident in certain overseas jurisdictions.

The Directors have no current intention of exercising such authority, but consider the authority to be appropriate in order to allow the Company to have the flexibility to finance business opportunities or to conduct a pre-emptive offer or pre-emptive rights issue having made appropriate exclusions or arrangements to address such difficulties.

The Pre-Emption Group's Statement of Principles, as updated in November 2022, support the annual disapplication of pre-emption rights in respect of allotments of shares and other equity securities and sales of treasury shares for cash representing no more than ten percent of issued ordinary share capital (exclusive of treasury shares), without restriction as to the use of proceeds of those allotments.

Accordingly, the purpose of limb (b) of Resolution 15 is to authorise the Directors to allot new A Shares and other equity securities pursuant to the allotment authority given by Resolution 14, or sell treasury shares, for cash up to a nominal value of £1,025,000.25, equivalent to ten percent of the total issued A Share capital of the Company excluding treasury shares, as at the close of business on 29 July 2025 (being the latest practicable date prior to the publication of this document), without the shares first being offered to existing Wise owners in proportion to their existing holdings.

As at 29 July 2025, the latest practicable date prior to the publication of this document, the Company has no A Shares held in treasury.

Resolution 15 has been drafted in line with the template resolutions published by the Pre-Emption Group in November 2022.

The Pre-Emption Group's Statement of Principles also supports the annual disapplication of pre-emption rights in respect of allotments of shares and other equity securities and sales of treasury shares for cash representing no more than an additional ten percent of issued ordinary share capital (exclusive of treasury shares), to be used only in connection with an acquisition or specified capital investment.

Accordingly, and in line with the template resolutions published by the Pre-Emption Group in November 2022, the purpose of Resolution 16 is to authorise the Directors to allot new A Shares and other equity securities pursuant to the allotment authority given by Resolution 14, or sell treasury shares, for cash up to a further nominal amount of £1,025,000.25, equivalent to ten percent of the total issued A Share capital of the Company excluding treasury shares, as at the close of business on 29 July 2025 (being the latest practicable date prior to the publication of this document), only in connection with an acquisition or specified capital investment which is announced contemporaneously with the allotment, or which has taken place in the preceding 12-month period and is disclosed in the announcement of the issue.

Resolution 16 has been drafted in line with the template resolutions published by the Pre-Emption Group in November 2022.

The Directors do not have any present intention of exercising the authorities in Resolution 15 and Resolution 16 and these authorities will, unless revoked, varied or extended, expire at the conclusion of the next annual general meeting of the Company (or, if earlier, at the close of business on 30 September 2026).

The Directors confirm that they intend to follow the shareholder protections set out in Section 2B of the Pre-Emption Group's Statement of Principles in relation to any exercise of this authority.

Resolution 17 (Authority to Purchase Own Shares)

This resolution gives the Directors authority to make market purchases of up to 102,500,025 A Shares, representing approximately 10 percent of the Company's issued A Share capital as at 29 July 2025, being the latest practicable date prior to the publication of this document.

The maximum price to be paid for A Shares in accordance with this authority cannot exceed the higher of: 1) 105 percent of the average of the middle market quotations for the A Shares for the five business days immediately preceding the date on which the Company agrees to purchase the shares concerned; and 2) the higher of the price of the last independent trade and the highest current independent bid for an A Share on the trading venue where the purchase is carried out. The authority sought shall expire at the conclusion of the next Annual General Meeting of the Company (or, if earlier, at the close of business on 30 September 2026).

The Directors are seeking this authority to provide a certain amount of corporate flexibility.

Any purchase of A Shares would only be made if the Directors were satisfied that such a purchase would be in the best interests of the Company and Wise owners generally (having taken into account all relevant factors, including the effect on future earnings per share, other investment opportunities, the level of borrowing and the Company's overall financial position). Any A Shares so purchased would either be held as treasury shares or cancelled.

Were such shares to be cancelled, there would be a corresponding reduction in the issued share capital of the Company.

As at 29 July 2025 being the latest practicable date prior to the publication of this document, the total number of A Shares that may be acquired pursuant to outstanding options is 81,834,624 A Shares which represents approximately 8 percent of the Company's issued A Share capital as at that date. If the Company was to purchase A Shares up to the maximum permitted by this resolution and cancel those shares, the proportion of A Shares subject to outstanding options would represent approximately 2.2 percent of the Company's issued share capital as at 29 July 2025.

Resolution 18 (To Approve Short Notice for General Meetings)

Under the Act, the notice period for general meetings (other than an annual general meeting) is 21 clear days' notice unless the Company:

i. has passed a special resolution in a general meeting approving the holding of a general meeting on 14 clear days' notice; and
ii. offers the facility for all Wise owners to vote by electronic means.

The Directors are seeking authority to call general meetings (other than annual general meetings) on 14 clear days' notice. The shorter notice period would not be used as a matter of routine, but only where the flexibility is merited by the business of the meeting and is thought to be in the interests of Wise owners as a whole. The approval will be effective until the end of the Company's next annual general meeting. It is intended that a similar resolution will be proposed at the Company's annual general meeting in 2026.

Wise owners information – practical matters

Key Dates and Times

11:00 (BST) on Tuesday 23 September 2025

Last time/day for receipt of Proxy Forms

18:30 (BST) on Tuesday 23 September 2025

Last time/day to be entered on the Company's register of members in order to attend and vote at the AGM

11:00 (BST) Thursday 25 September 2025 AGM

Frequently asked questions

1. Attendance

1.1 Who can attend and vote at the AGM?

Only Wise owners registered in the Company's register of members (the "Register of Members") holding A Shares and A Shares with corresponding B Shares as at 18:30 (BST) on 23 September 2025 (or, in the event of any adjournment, 18:30 (BST) on the day which is two days before the time of the adjourned meeting) shall be entitled to attend and vote at the AGM in respect of the number of shares registered in their name at that time. Changes to entries on the Register of Members after the relevant deadline shall be disregarded in deciding the rights of any person to attend or vote at the AGM.

1.2 How can I attend the AGM?

In person at 1st Floor, Worship Square, 65 Clifton Street, London, EC2A 4JE, United Kingdom. Wise owners must present their identification document on arrival.

If you are choosing to attend the AGM we would be grateful if you could pre-register by emailing [email protected] in advance.

If your Wise shares are not held in your name on the Register of Members (i.e. it is held in a broker account or by a custodian), you would need to be appointed as a proxy or corporate representative to attend, speak and vote at the AGM.

If you have any questions, you should contact the registered shareholder (the custodian or broker) who looks after your Wise shares on your behalf.

2. Proxy appointment

2.1 Can I appoint a proxy?

Yes, Wise owners are entitled to appoint a proxy to exercise all or any of their rights to attend, speak and vote on their behalf at the meeting. A proxy does not need to be a Wise owner. Wise owners may appoint more than one proxy in relation to the AGM provided that each proxy is appointed to exercise the rights attached to a different share or shares held by that Wise owner.

2.2 How do I appoint a proxy?

Wise owners who have opted to receive electronic communications either via email or by way of a Notification of Availability Letter, may appoint a proxy or proxies electronically by logging onto their profile at www.shareview.co.uk using their usual user ID and password and clicking on the link to vote.
Wise owners who have opted to receive physical copies of documents will receive a physical proxy form and instructions.

To be valid, any proxy form or other instrument appointing a proxy must be completed, signed and returned, together with the power of attorney or other authority (if any) under which it is signed, or a duly certified copy thereof, so as to be received at the office of the Company's registrar, Equiniti Limited, at Aspect House, Spencer Road, Lancing BN99 6DA not later than 11:00 (BST) on Tuesday 23 September 2025, being not less than 48 hours before the time for which the meeting is convened (or, in the event of any adjournment, not later than 48 hours before the time of the adjourned meeting).

If a Wise owner wishes to appoint someone other than the Chair of the AGM to act as their proxy, the Wise owner should insert the name of the proxy in the box provided in the proxy card. The Wise owner should leave that box blank if they want to select the Chair of the meeting as their proxy. The Wise owner should not insert their own name(s).

Proxy appointments must be received no later than 11:00 (BST) on Tuesday 23 September 2025 (or, in the event of any adjournment, not later than 48 hours before the time of the adjourned meeting).

You can use the QR code below to register for free at www.shareview.co.uk

2.3 Can I appoint a proxy through CREST?

CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service may do so by using the procedures described in the CREST manual (available via https://www.euroclear.com/).

CREST Personal Members or other CREST sponsored members, and those CREST members who have appointed a voting service provider(s), should refer to their CREST sponsor or voting service provider, who will be able to take the appropriate action on their behalf.

In order for a proxy appointment or instruction made using the CREST service to be valid, the appropriate CREST message (a "CREST Proxy Instruction") must be properly authenticated in accordance with Euroclear UK & Ireland Limited specifications, and must contain the information required for such instruction, as described in the CREST manual.

The message, regardless of whether it constitutes the appointment of a proxy or is an amendment to the instruction given to a previously appointed proxy must, in order to be valid, be transmitted so as to be received by the Company's agent, Equiniti (ID RA19), no later than 11:00 (BST) on Tuesday 23 September 2025, being not less than 48 hours before the time for which the meeting is convened (or, in the event of any adjournment, not later than 48 hours before the time of the adjourned meeting).

For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp applied to the message by the CREST Applications Host) from which the Company's agent is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. After this time, any change of instructions to proxies appointed through CREST should be communicated to the appointee through other means.

CREST members and, where applicable, their CREST sponsors, or voting service providers, should note that Euroclear UK and Ireland Limited does not make available special procedures in CREST for any particular message. Normal system timings and limitations will, therefore, apply in relation to the input of CREST Proxy Instructions. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST personal member, or sponsored member, or has appointed a voting service provider, to procure that his/her CREST sponsor or voting service provider takes) such action as shall be necessary to ensure that a message is transmitted by means of the CREST system by any particular time. In this connection, CREST members (and, where applicable, their CREST sponsors or voting system providers) are referred, in particular, to those sections of the CREST manual concerning practical limitations of the CREST systems and timings.

The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001.

2.4 Can I appoint a proxy via the Proxymity platform?

If you are an institutional investor, you may be able to appoint a proxy electronically via the Proxymity platform, a process which has been agreed by the Company and approved by the Company's registrar. For further information regarding Proxymity, please go to https://proxymity.io/.

Your proxy must be lodged by 11:00 (BST)on Tuesday 23 September 2025 in order to be considered valid (or, in the event of any adjournment, not later than 48 hours before the time of the adjourned meeting). Before you can appoint a proxy via this process you will need to have agreed to Proxymity's associated terms and conditions. It is important that you read these carefully as you will be bound by them and they will govern the electronic appointment of your proxy.

Any corporation which is a Wise owner can appoint one or more corporate representatives who may exercise on its behalf all of its powers as a member provided that they do not do so in relation to the same shares.

2.5 I appointed a proxy but changed my mind and want to attend myself, can I?

The return of a completed proxy form will not prevent a Wise owner attending the AGM and voting in person if they wish to do so.

3. Voting

3.1 I hold my Company shares through a nominee custodian or broker arrangement. Can I vote?

If you have any further questions on voting you should contact the registered Wise owner (the custodian or broker) who looks after your Wise shares on your behalf.

3.2 Will voting on resolutions be by poll?

Yes, all resolutions put to the meeting will be voted on by a poll. This will result in a more accurate reflection of the views of Wise owners by ensuring that every vote is recognised.

On a poll, each holder of A Shares has one vote for every share held. If you own B Shares, you will hold 9 votes per B Share held in addition to the one vote you hold per A Share held.

As soon as practicable after the AGM, the results of the poll will be published on the Company's website, announced on a Regulatory Information Service and notified to the London Stock Exchange via a Regulatory News Services announcement ("RNS"), once the votes have been counted and verified.

As at 29 July 2025 being the latest practicable date prior to publication of this document, the Company's issued share capital consists of 1,025,000,252 A Shares and 243,584,255 B Shares. The total number of voting rights attributable to the A Shares is 1,025,000,252, and the total number of voting rights attributable to the B Shares is 2,192,258,295. Therefore, the total number of voting rights in the Company in aggregate across the A Shares and the B Shares is 3,217,258,547.

3.3 How do I vote?

Wise owners will be able to vote: on the day of the AGM in person at the meeting; or by appointing a proxy in advance of the AGM following the instructions set out on pages 8-9.

3.4 When will the results of the AGM be declared?

The results of the resolutions to be proposed at the AGM will be announced via an RIS shortly following the conclusion of the AGM and will appear on our website at www.wise.com/owners .

4. Questions

4.1 Can I ask questions at the AGM?

Yes. Any Wise owner attending the AGM has the right to ask questions. Questions should be relevant to the business of the AGM, and please try to keep your questions short so that all Wise owners who wish to do so have an opportunity to ask a question.

4.2 Can questions be submitted in advance of the meeting?

Yes. You can submit your questions to [email protected].

5. On the day

5.1 What documents will be available for inspection?

The following documents will be available for inspection at

the AGM: Executive Directors' contracts of service; Letters of appointment of the Non-Executive Directors; the Company's Articles of Association; the Company's Annual Report and Accounts; and AGM Notice.

5.2 How to get to the venue?

Map/directions to the venue and accessibility information to our offices where the meeting is held can be found on the next page.

5.3 How will I know if arrangements for the AGM change?

Any changes to the AGM arrangements will be published on the Company's website and announced via an RIS.

Wise owners should continue to monitor www.wise.com/owners for any announcements and updates.

Directions

Worship Square, 65 Clifton Street, London, EC2A 4JE Meeting to be held on the 1st floor.

Nearest rail station: Liverpool Street

Nearest TFL underground stations:

Old Street (Northern line) – 9 min walk Liverpool Street (Elizabeth, Central, Circle, Metropolitan and Hammersmith & City) – 7 min walk.

Nearest overground station: Shoreditch High Street – 7 min walk.

Accessibility information

We want to ensure that the AGM is fully accessible to all Wise owners. If you have any particular access requirements or other needs, please let us know at [email protected].

Notes

Wise plc 1st Floor Worship Square, 65 Clifton Street, London, EC2A 4JE

AI Terminal

WISE PLC

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