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WISE PLC

Proxy Solicitation & Information Statement Aug 21, 2025

5351_agm-r_2025-08-21_b555b615-7054-44e5-9df5-eba562d5e447.pdf

Proxy Solicitation & Information Statement

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Annual General Meeting ("AGM") 2025 –

Attendance card

The Annual General Meeting 2025 will be held on 25 September 2025 at 11:00 (BST) at Wise, 1st Floor, Worship Square, 65 Clifton Street, London, EC2A 4JE, United Kingdom.

AGM 2025 Vote your shares

We strongly recommend that you submit your voting instructions ahead of the AGM. You can submit your voting instructions by completing and returning the below proxy form. Alternatively, you can vote online at www.shareview.co.uk and logging in to your Shareview Portfolio.

If you have not yet registered for a Shareview Portfolio, please go to www.shareview.co.uk and enter the requested information.

Form of Proxy 2025 +

Please read this Form of Proxy and the guidance notes below before completing this form.

Please complete this box only if you wish to appoint a third party proxy other than the Chair of the meeting. Please leave this box blank if you want to select the Chair of the meeting. Do not insert your own name(s).

I/We, hereby appoint the Chair of the meeting OR the person indicated in the box above as my/our proxy to attend, speak and vote in respect of my/our full voting entitlement* on my/our behalf at the AGM of Wise plc to be held at Wise, 1st Floor, Worship Square, 65 Clifton Street, London, EC2A 4JE, United Kingdom on 25 September 2025 at 11:00 (BST) and at any adjourned meeting.

* For the appointment of more than one proxy, please refer to Guidance Note 6.

Please tick here if this proxy appointment is one of multiple appointments being made (See Guidance Note 6).

Please indicate with an "X" in black ink in the appropriate boxes how you wish the proxy or proxies to vote or if you wish them to abstain from voting.

For Against Vote
Withheld
For Against Vote
Withheld
Ordinary resolutions 11. To re-elect Alastair Michael Rampell as
a Director
1. To receive the Annual Report
and Accounts
12. To re-elect Hooi Ling Tan as a Director
2. To approve the Directors'
Remuneration Report
13. To authorise the Company to make
political donations
3. To re-appoint PricewaterhouseCoopers
LLP as the auditor of the Company
14. To authorise Directors to allot
class A ordinary shares
4. To authorise the Directors to determine the
remuneration of the Company's auditors
Special resolutions
5. To elect Emmanuel Thomassin as
a Director
15. To authorise the disapplication of
statutory pre-emption rights
6. To re-elect David Bolling Wells as
a Director
16. To authorise the disapplication of
pre-emption rights in the event of
7. To re-elect Kristo Käärmann as a Director financing an acquisition transaction
or a specified capital investment
8. To re-elect Elizabeth Grace Chambers as
a Director
17. To authorise the Company to purchase
own shares
9. To re-elect Terri Lynn Duhon as a Director 18. To approve short notice for
general meetings
10. To re-elect Clare Elizabeth Gilmartin as
a Director

I/We instruct my/our proxy as indicated on this form. Unless otherwise instructed the proxy may vote as they see fit or abstain from voting in relation to the resolutions specified above and/or any other business of the meeting (including amendments to resolutions and procedural resolutions).

Signature Date

Note, in the case of a corporation, this proxy must be given under its common seal or be signed on its behalf by an attorney or officer duly authorised, stating their capacity (e.g. director, secretary). In the case of joint holdings, any one holder may sign this Form of Proxy, but the vote of the first named in the Register of Members will be accepted to the exclusion of the votes of joint holders.

To appoint a proxy and/or to vote online go to the following website: www.shareview.co.uk and logging in to your Shareview Portfolio. To register for a Shareview Portfolio, go to www.shareview.co.uk and enter the requested information.

Shareholder Reference Number

+

Guidance notes

    1. Full details of the resolutions to be proposed at the AGM, with explanatory notes, are set out in the Notice of AGM.
    1. Only Wise owners registered in the Company's Register of Members (the "Register of Members") holding class A ordinary shares ("A Shares") (including 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 that time shall be disregarded in determining the rights of any person to attend and vote at the meeting.
    1. To be valid, the Form of Proxy or other instrument appointing a proxy or proxies 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 by the Company's registrar Equiniti Limited at Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA, not later than 11:00 (BST) on 23 September 2025, being not less than 48 hours before the time for which the AGM is convened (or, in the event of any adjournment, not later than 48 hours before the time of the adjourned meeting).
    1. Wise owners who have received a voting instruction card or proxy card by post may also appoint a proxy or proxies electronically by logging onto Equiniti Limited's Shareview website, www.shareview.co.uk using their usual user ID and password and clicking on the link to vote. To register for a Shareview Portfolio, go to www.shareview.co.uk and enter the requested information. If you have not yet registered for a Shareview Portfolio, please go to www.shareview.co.uk and enter the requested information. It is important that you register for a Shareview Portfolio to allow enough time to complete the registration and authentication processes.
    1. Wise owners that cannot attend the meeting are entitled to appoint a proxy, who need not be a member, to exercise all or any of their rights to attend and to speak and vote on their behalf at the meeting. If you wish to appoint a person other than the Chair of the meeting, please insert the name of your chosen proxy holder in the space provided. If no name is inserted in the box provided, the Chair of the Meeting will be deemed appointed as the proxy. If the proxy is being appointed in relation to less than your full

voting entitlement, please enter in the box next to the proxy holder's name the number of shares in relation to which they are authorised to act as your proxy. If the Form of Proxy is returned without an indication as to how the proxy shall vote on any particular matter, the proxy will exercise their discretion as to whether, and if so how, they vote (or if this Form of Proxy has been issued in respect of a designated account for a member, the proxy will exercise their discretion as to whether, and if so how, they vote) unless otherwise instructed.

    1. To appoint more than one proxy, either photocopy this form or contact the Company's registrar Equiniti on +44 (0) 371 384 2030. Lines open 8:30am to 17:30pm (BST), Monday to Friday (excluding public holidays in England and Wales). Photocopies may only be used in respect of the same registered member name (and designated account as applicable) as it appears on the original form. If you are appointing more than one proxy, please ensure that you specify the number of shares over which each proxy can act. No proxy may be authorised to exercise votes which any other proxy has been authorised to exercise. Please also indicate by marking the box provided if the proxy instruction is one of multiple instructions being given. All Forms of Proxy must be signed and together in the same envelope.
    1. Please see the Notice of AGM for further advice on how to appoint/instruct proxies via Shareview, CREST, or Proxymity.
    1. The "Vote Withheld" option is provided to enable you to refrain from voting on any particular resolution. However, it should be noted that a "Vote Withheld" is not a vote in law and will not be counted in the calculation of the proportion of the votes "For" and "Against" a resolution.
    1. Any alteration to this Form of Proxy should be initialled by the person who signed it.
  • 10.The completion and return of this Form of Proxy will not preclude a member from attending the AGM and voting in person.
    1. Please refer to the Notice of AGM for further information on how to vote and participate in the AGM.

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