FOR THE PURPOSE OF CONSIDERING AND, IF THOUGHT FIT, APPROVING (WITH OR WITHOUT MODIFICATION) A SCHEME OF ARRANGEMENT (THE SCHEME OF ARRANGEMENT) PROPOSED TO BE MADE PURSUANT TO PART 26 OF THE COMPANIES ACT 2006 (THE COMPANIES ACT) BETWEEN WISE PLC (THE COMPANY), AND THE HOLDERS OF THE SCHEME SHARES (AS DEFINED IN THE SCHEME OF ARRANGEMENT) AND THAT THE CLASS B SHARE