Form of Proxy

THAT: FOR THE PURPOSE OF GIVING EFFECT TO, AND/OR IN CONNECTION WITH, THE SCHEME OF ARRANGEMENT DATED 3 JULY 2025 BETWEEN THE COMPANY AND THE HOLDERS OF THE SCHEME SHARES (AS DEFINED IN THE SAID SCHEME OF ARRANGEMENT), A PRINT OF WHICH HAS BEEN PRODUCED TO THIS MEETING AND FOR THE PURPOSE OF IDENTIFICATION SIGNED BY THE CHAIR HEREOF, IN ITS ORIGINAL FORM OR SUBJECT TO ANY MODIFICATION, ADDITION OR CONDITION AGREED BETWEEN THE COMPANY AND WISE GROUP PLC (A JERSEY INCORPORATED COMPANY) (WISE HOLDCO) AND APPROVED OR IMPOSED BY THE HIGH COURT OF JUSTICE IN ENGLAND AND WALES (THE SCHEME); 1. THE DIRECTORS OF THE COMPANY (OR A DULY AUTHORISED COMMITTEE OF THE DIRECTORS) BE AUTHORISED TO TAKE ALL SUCH ACTION AS THEY MAY CONSIDER NECESSARY OR APPROPRIATE FOR CARRYING THE SCHEME INTO EFFECT; 2. WITH EFFECT FROM THE PASSING OF THIS RESOLUTION, THE ARTICLES OF ASSOCIATION OF THE COMPANY BE AMENDED BY THE ADOPTION AND INCLUSION OF THE FOLLOWING NEW ARTICLE 98 (AND THE EXISTING ARTICLE 98 (DEFINITIONS AND INTERPRETATION) SHALL BE ADOPTED AS ARTICLE 99 WITHOUT AMENDMENT SAVE THAT REFERENCES TO ARTICLE 98 IN THAT ARTICLE SHALL BE AMENDED TO REFERENCES TO ARTICLE 99): SHARES NOT OTHERWISE SUBJECT TO THE SCHEME ARTICLE 98 (A) IN THIS ARTICLE ONLY, REFERENCES TO THE SCHEME ARE REFERENCES TO THE SCHEME OF ARRANGEMENT BETWEEN THE COMPANY AND ITS MEMBERS DATED 3 JULY 2025 UNDER PART 26 OF THE COMPANIES ACT 2006, IN ITS ORIGINAL FORM OR WITH OR SUBJECT TO ANY MODIFICATION, ADDITION OR CONDITION APPROVED OR IMPOSED BY THE HIGH COURT AND (SAVE AS DEFINED IN THIS ARTICLE) EXPRESSIONS DEFINED IN THE SCHEME SHALL HAVE THE SAME MEANING IN THIS ARTICLE. (B) NOTWITHSTANDING ANY OTHER PROVISIONS IN THESE ARTICLES, IF ANY WISE SHARES ARE ALLOTTED AND ISSUED TO ANY PERSON OTHER THAN WISE HOLDCO (AND/OR ITS NOMINEE) (A NEW MEMBER) AFTER THE TIME AT WHICH THIS ARTICLE BECOMES EFFECTIVE AND BEFORE THE SCHEME RECORD TIME, SUCH WISE SHARES SHALL BE ALLOTTED AND ISSUED SUBJECT TO THE TERMS OF THE SCHEME AND SHALL BE SCHEME SHARES FOR THE PURPOSES THEREOF AND THE NEW MEMBER, AND ANY SUBSEQUENT HOLDER OTHER THAN WISE HOLDCO AND/OR ITS NOMINEE OR NOMINEES, SHALL BE BOUND BY THE TERMS OF THE SCHEME. 3. SUBJECT TO AND CONDITIONAL UPON THE SCHEME BECOMING EFFECTIVE, THE COMPANY BE RE-REGISTERED AS A PRIVATE COMPANY LIMITED BY SHARES UNDER THE COMPANIES ACT 2006 BY THE NAME OF WISE LIMITED; AND 4. SUBJECT TO AND CONDITIONAL UPON THE RE-REGISTRATION OF WISE AS A PRIVATE COMPANY LIMITED BY SHARES, THE POST-SCHEME ARTICLES OF ASSOCIATION, AS PRODUCED TO THIS MEETING AND FOR PURPOSE OF IDENTIFICATION SIGNED BY THE CHAIR HEREOF, BE APPROVED AND ADOPTED AS THE ARTICLES OF ASSOCIATION OF THE COMPANY IN SUBSTITUTION FOR AND TO THE EXCLUSION OF THE EXISTING ARTICLES OF ASSOCIATION OF THE COMPANY