Wise US Inc. Consent Order with Multiple States

1 CONSENT ORDER WISE US, INC. WHEREAS, Wise US, I nc. f/k/a TransferWise, Inc. (“Wise”) is Delawa re corporation with headquar ters in Ne w York, Ne w York, and an assigned NMLS identifier number of 1351219. WHEREAS, the States of California, Mi nnesota, Nebraska, New York, Texas, and the Commonwealth of Ma ssachusetts (individually, a “ Participating State,” and collec tively, the “Participating States”) have each agreed, throu gh their respective state money transmission regulatory agencies (individually, a “Participating Regulator,” and collectively, the “Participating Regulators”), to negotiate and enter into this Consent Order (hereinafter refer red to as the “Ord er”). WHEREAS, the Participating Regulators a re respective members of the C onference of State Bank Supervisors (“CSBS”) and the Money Transmitter Regulators Association (“MTRA”) and have agreed to address enforcement concerns with Wise in a collective and coordinated manner. Th e Participating Regulators and Wise a re c ollectively referred to herein as the “Parties.” WHEREAS, Wise is l icensed as a money transm itter under t he respective laws of each Participating State. WHEREAS, fr om on or about January 29, 2024 through on or about Febr uary 15, 2024, the Participating R egulators commenced a sche duled regulatory mult i-state examination (the “Multi-State Examination”) of Wise cover ing the period of July 1, 2022 to September 30, 2023, in order to ascertain Wise’s compliance with applicable State and Federal laws and regulations. The Multi-State Examination wa s conducted by t he State Money Tra nsmission Regulators from California, C olorado, Mi nnesota, Nebr aska, N ew York, Texas, Washington, Wyoming, and the Commonwealth of Massachusetts. The Multi-S tate Examination of Wise was conducted pursuant to their respective statutory authorities, and in accordance with the protocols established by the Protocol for Performing Multi-State Examinat ions as well as the Nationwide Coopera tive Agreement for MSB S upervision. The Report of Examination w as issued on August 20, 2024, and identified compliance violations of State and Federal law prim arily related to the adequacy of Wise’s B ank Sec recy A ct/Money Laundering/Countering the Financing of Terrorism Program (“AML/CFT Program”). The Report o f Examinati on cited Federal and st ate-specific compliance violations, includi ng, but not l imited to, failure to provide for an i ndependent review o f the AML Program on a frequency commensurate with servi ces provided; deficiencies identified in Wise’s

2 processes for investigati ng and reporting suspicious activity, including the failure to ti mely file suspicious activity reports (“SAR”); transaction moni toring data integrity issues; failure to timely correct past deficiencies detected in prior examinations and independent audits; and violations related to the Consumer Financial Protection Bureau’s Remittance Transfer Rule. WHEREAS, based on the findings in the Report of Examination, the Participating S tates engaged in direct di scussions with Wise’s Board of Directors (the “Board”) and senior management to identify st eps Wise should take to im prove compliance, manage risk, and ot herwise to ensure safe and sound operations as part of the Multi-State Examination resolution process. WHEREAS, Wise has represented that t hey h ave undertaken significant remediation efforts to prevent similar deficiencies from r eoccurring, including procedural enhancements related to data integrity, customer due diligence, and documentation and commenced a lookback exercise on previously closed accounts. WHEREAS, Wise enters into t his Order solely for the pu rpose of resolving disputes with the Participa ting Regulators concerning the conduct described in the Report of Examination and does not admit any wro ngdoing, allegations or i mplications of fact and does not admit any violations of applicable laws, regulations or rules g overning the conduct and operation of its money transmittal business, including related to its AML Program. Wise acknowledges that the Participating Regulators have and maint ain jurisdi ction over th e underlying di spute and th erefore have the authority to fully resolve the matter. WHEREAS, Wise acknowledges that t he Participating Regulators are relying, in part, upon Wise’s representations and warranties stated herein in making their determinations in this matter. Wise further a cknowledges that this Order may be revoked, and the Participating Regulators may pursue any and all remedies available under the law against Wise if t he Participating States later find that Wise knowingly or willfully withheld information from them. WHEREAS, Wise represents that it has impl emente d, and will continue to maintain, procedures designed to e nsure that Wise has com plied with all regulatory requirements discussed in the Report of Examination. WHEREAS, the P articipating Regulators have legal authority to initiate administrative actions based on the conduct described in the Report of Examination. WHEREAS, the intention of the Participating Re gulators in effecting this settlement is to solely resolve the viol ations described in the R eport of Examination. The Participating R egulators

3 reserve all of their rights, duties, and authority to enforce all statutes, rules and regulations under their respective jurisdictions against Wise regarding any money transmission activities and/or other activities outside the scope of this Order. WHEREAS, W ise hereby knowingly, willingly, vol untarily, and i rrevocably consents to the execution of this Order pursuant to the authority vested in each Participating Regulator and agrees that it understands all of the terms and conditions contained herein. Wise ac knowledges that it has ful l knowle dge of it s righ ts to notice and a hearing pursuant to the laws of the respec tive Participating S tates. By voluntarily entering into this Order, Wise waives any right to notice and a hearing, a nd review of such hearing, and a lso herein waives a ll rights to any other judi cial appeal concerning the t erms, co nditions, and related obligations set forth in this Order. Ho wever, this waiver shall not be int erp reted to waive any subsequent rights available to Wise, in relation to any disagreement t hat may arise amongst the Parties around compliance with or alleged violations involving this Order, and any term, condition, or related obligation therein. Wise furth er acknowledges that it ha s had an opportunit y to consult with indepen dent legal counsel in connection with its waiver of rights and with the negotiation and execution of this Order, and that Wise has either consulted with independent legal counsel or has knowingly elected not to do so. WHEREAS, Wise represents that t he person signing below is authorized to execute this Order and to legally bind Wise. WHEREAS, in that the P arties have had the opportunity to draft, review and edit the language of this Order, the Parties agree that no presumption for or again st any party arising out of drafting all or any part of this Order will be applied in any action relating to, conne cted to, or involving this Order. Accordingly, the Pa rties a gree to waive the benefit, if any, of any State statute, providing that in cases of uncertainty, language of a contract should be interpreted most strongly against the party who cause the uncertainty to exist. NOW, THEREFORE, this Order having been negoti ated by the Parties in order t o resolve the issues identified herein and in the Report of Examination, without incurring the costs, inconvenience and delays associated with protracted admini strative and judicial proceedings, i t is by the Participating Regulators listed below hereby ORDERED:

4 I. JURISDICTION 1. That pursuant to the l icensing and supervision laws of the Participati ng States, the Participating Regulators have jurisdiction ove r Wise as described herein and may enforce the terms of this Order thereon unless otherwise stated in this Order. II. APPLICABILITY 2. That the provisions of this Order and any Exhibits incorporated herein shall apply to Wise’s money transmission activities. III. RISK AND COMPLIANCE PROGRAMS 3. That Wise shall implement, or continue implementing, as applicable, m easures to comply with its obligations under this Order and will hereafter continue to comply with all regulatory requirements including establishing, implementing and maintaining an updated AML/CFT compliance progr am commensurate with the financial services provided by Wise. Wise represents that they have t aken significant steps to enhance its AML/CFT compliance program and the updated AML/CFT com pliance program sh all include, but shall not be limited t o, ensuring compliance with all State and Federal law s and r egulations applica ble to a Money Tra nsmission corporation having the size, complexity and overall risk profile of Wise. Wise sh all review its policies a nd procedures on a frequency commensurate with the company’s risk profile, but at least annually. 4. AML/CFT Monitoring. a. Within 90 days of the eff ective date of this Order, Wise will review a nd adjust i ts AML/CFT monitoring systems and procedures t o detect suspicious activity in a timely manner. b. Within 90 days of the effective date of this Order, Wise will enhanc e policies and procedures for closed accounts closed by Wise, which will allow for tim ely filing of a SAR if suspicious activity is determined. c. Wise further agrees to p erform a l ookback review of clos ed accounts from March 1, 2023, to March 1, 202 5 and determine whether ac tivity observed warrant ed the filing of a SAR, a nd file them as required under the Financial Crimes En forcement Network’s (FinCEN) regulation 31 CFR 1022.320. The lookback will focus on:

5 (1) customers deactivated during the March 1, 20 23 to March 1, 2025 timeframe; (2) deactivations for previously unreporte d suspi cious activity in accordance wit h 31 CFR 1022.320; (3) customers with activity, in aggrega te, greater than $2,000; and (4) deactivations that did not have a previous SAR filing. Within 30 days of completion of the lookback, Wise shall share the results of the lookback with the Participating Regulators. d. Within 90 days of the effective date of this Order, Wise will strengthen due diligence procedures in order to reduce exposure to AML/CFT risk. e. Wise will ensure a dequate levels of personnel and r esources are available to manage the amount and complexity of case alerts to ensure timely SAR filings. 5. Data I ntegrity: Within 90 days of the effec tive date of this Order, Wise shall institute a more robust program to ensure c ustomer information is accurate, complete, valid, and properly reflected in regulatory reporting as required under th e FinCEN regulations, as d etailed in the Report of Examination. 6. Independent Review: Wise shall provide for an independent review of i ts AM L/CFT progr am on a periodic basis, but at least annually, commensurate with the AML/CFT risk posed by its operations that adheres to interna l policy timelines for su ch reviews in accordance with 31 CFR 1022.210(d)(4). 7. Independent Validation: Within 90 days of the effective date of this Order, Wise must engage a qualified, independent, and unaffiliated third-party t o conduct an independent testing of the AML/CFT Program, which will include a quarterly writt en review and verification of all corrective action required in response to the d eficiencies id entified in the Report of E xamination and a final report validating the completion of t he corrective actions taken in response to the Report of Examination. Within 10 business days of executing the engagement letter, Wise sh all provide a copy of said engagement letter to the Participating Regulators. The scope of the engage ment must also include quarterly independent testing of transaction data to verify the e ffectiveness of Wise’s internal controls and data integrity systems related to its AML/CFT Program. The independent third party must submit a copy of any reports issu ed to Wise in connection with this engagement directly to the Participating Regulators within 30 days of receipt of such reports. 8. Wise agrees to addre ss all violations and take all required actions specified in the Report of Examination withi n the time frames contained ther ein. Wise further agrees to address and

6 implement all required actions described in the R eport of Ex amination that are not specifically addressed by the provisions of this Order. 9. For two years following the effective date o f this Order, Wise shall furnish written progress reports to the Participating Regulators by the 30 th day after the end of each calendar quarter following the effective date of this Order. The progress reports shall detail the form, content, and manner of any actions taken to a ddress each section of this Order, and will de scribe, in detail, a ny other AML/CFT compliance initi atives instituted during the calendar quarter and the results thereof. Each progress report submitted to the Participating Regulators pur suant to this section of the Order will be reviewed and signed by a duly authorized senior officer of Wise. IV. ADMINISTRATIVE PENALTY 10. Wise shall pay an administrative penalty of 4.2 million dollars ($4,200,000. 00) to be divided among the Participating Regulators. Wise sh all pay t his administrative penalty by the me ans designated by each Participating Regulator prior to or on the Effective Date of this Order. 11. That in the event that Wise fails to submit any administrative penalty set forth in this Order, in the amounts specified herein a nd in accordance with the applicable deadlines, or if any transfer of any monetary amount required under this Order is voided by a C ourt Order, including a Bankruptcy Court Order, Wise agrees not to object to a P articipating R egulator submit ting a claim, nor attempt to defend or defeat such authori zed claim, for any unpaid amounts against any surety bond that Wise may maintain in such P articipating Regulator as a condi tion of maintaining a license under the jurisdiction of that Participating Regulator. V. ENFORCEMENT 12. No Restriction on Exist ing Authority. That this Order shall in no way preclude any Participating R egulator from exercising its examination, investigative or enforcement authority under the laws o f the co rresponding Particip ating State in t he inst ance a determination is mad e wherein Wise is found not to be adhering to the requirements of the Order, other than inadvertent and isol ated errors that are promptl y corre cted b y Wise, or involving any unrelated matter not subject to the terms of this Order. 13. No Further Action. No f urther action will be taken by the Parti cipating Regulators against

7 Wise, Wise’s agents or representatives, or Wise’s current and former parent corporations or other forms of legal entit ies, direct and indirect su bsidiaries, brother o r sister corporations or other forms of legal entities, divisions or affiliates, and the predecessors, su ccessors, and assigns of any of them, as well as the cu rrent and fo rmer directors, officers, and employees (collectively, th e “Released Parties”) for t he conduct set forth in t his Order, or in connection with the remediation set forth in this Order, provided that Wise demonstrates and provides evidence of r easonable good faith efforts to fully comply with the terms of the Order. 14. That, notwithstanding a ny other relief t o the contrary, if W ise fails to c omply with the ter ms and conditions of t his Order, the P articipating Regulators may pu rsue any action allowed by law concerning the conduct and compli ance violations state d i n the Report of Ex amination, such action including, but not lim ited to, suspension or revocation of a licens e issued by the Pa rticipating Regulator to Wise, imposition of a civil money penalty against Wise, or any ot her remedy allowed by law. The P arties agree that the failure of Wise to comply with any term or condition of this Order with resp ect to a particular State shall be tr eated as a violation of an Order of the State and may be enforced as such. Moreover, Wise acknowledges and agrees that thi s Order is only binding on t he Participating Reg ulators and not any other Local, State or Federal Agency, Department or Office. VI. GENERAL PROVISIONS 15. Effectiveness. That this Order shall become effective upon execution by all of the named Parties (the “Effective Date”). 16. Public Record. That this Order shall become public upon the Effective Date. 17. Binding Nature. That the terms of this Order sh all be legally binding upon Wise’s officers, owners, di rectors, emplo yees, heirs, successors and assigns. The provisions of this Order shall remain effective and enforceable except t o the ext ent that, and until such t ime as, any p rovisions of this Order shall ha ve be en modified, terminated, suspended, or set asid e, in writing by mutual Order of the Participating Regulators acting collectively or severally. 18. Standing and Choice of Law. That each Participating Regulator has standing to enforce this Order in the judicial or administrative process otherwise authorized under the laws and regulations of the corresponding Participating State. Upon entry, this Order shall be deemed a final order of each respective Participating Regulators unless adoption of a subsequent order is necessary under

8 the laws of the correspondi ng Participating State. In the event o f any disagreement between any Participating Regulator and Wise regarding t he e nforceability or interpretation of this Order and compliance therewith, the courts or administrative agency authorized under the laws of the corresponding Participating State shall have exclusive jurisdiction over the dispute, and t he laws of the Participating State shall govern the interpretation, construction, and enforceability of this Order. 19. Titles. That the tit les used to identify t he paragrap hs of this Orde r ar e for the c onvenience of reference only and do not control the interpretation of this Order. 20. Final Order. That this Order is the final written e xpression and the complete and exclusive statement of all the agreements, conditions, promises, representations, and covenants between the Parties solely with re spect to the subject matter hereof, and supersedes all prior or contemporaneous agreements, negotiati ons, representations, understandings, and di scussions between and among the Parties, their respective representatives, and any other pe rson or entity, with respect to the subject matter covered herein, excepting therefrom any proceeding or action if such proceeding or action is based upon facts not presently known t o a Participating Regulator or which were kno wingly concealed from a P articipating Regulator by Wise. The Parties fu rther acknowledge and ag ree that nothing contained in this Or der shall operate to limit a Participa ting Regulator’s ability to assist any other Local, State or Federal Agency, Department or Office with any investigation or prose cution, whether administrative, civil or criminal, initiated by any such Agency, Department or Office ag ainst Wise or any other p erson based upon any of the ac tivities alleged in these matters or otherwise. 21. Waiver. That the waiver of any provision of this Order shall not operate t o waive any other provision set forth herein, and a ny waiver, amendment and/or change to the terms of this O rder must be in writing signed by the Parties. 22. No Private Right of Action Created. An enforcement action under thi s Order may be brought solely by the Participating Regulators. This Order does not create any private rights or remedies against Wise (or any of its affiliates or subsidiaries), create any liability for Wise (or any of i ts affiliates or subsidiaries) or lim it defenses of Wise (or any of it s affiliates or subsidiaries) for any person or entity not a party to this Order. 23. Counterparts. That this Order may be executed i n separate counterparts, by facsimile or by PDF. A copy of the signed Order will be given the same effect as the originally signed Order.

9 24. That nothing in this Order shall relieve Wise of its obligation to comply with applicable State and Federal law. It is so ORDERED. IN WITNESS WHEREOF, in consideration of the foregoing, including the recital paragraphs, and with the Parties int ending to be legally bound, do hereby e xecute t his Order this 9 th day of July, 2025. WISE US, INC. By: ____________________________ Harsh Sinha President, Wise US, Inc. SETTLEMENT AG REEMENT AND CONSENT ORDER WISE US, IN C. APPENDI X A: PARTICIPATIN G STATES

10 California Department of Financial Protection and Innovation By:___________________ ___ ________ Name: Mary Ann Smith Title: Deputy Commissione r, Enforcement Division Date:_July 9, 2025_ ___________ Massachusetts Division o f Banks By:___________________ ___ ________ Name: Mary L. Gallagher Title: Massachusetts Co mmissioner of Banks Date:____ July 9, 2025___ ________ Minnesota Department o f Commerce By:___________________ ___ ________ Name: Jacqueline Olson Title: Assistant Commiss ioner of Enforcem ent Date:__June 30, 2025 ___ ___ Nebraska Department of B anking and Finance By:___________________ ___ ________ Name: Kelly Lamme rs Title: Director Date:__June 27, 2025 ___ __

11 New York Department o f Financial Serv ices By:___________________ ___ _______ Name: Alison L. Passer Title: Deputy Superintende nt, Consumer Protection and Financial Enforce ment Date:__July 9, 2025 ______ Texas Department of Ban king By:___________________ ___ ________ Name: Charles G. Cooper Title: Texas Banking Co mmissioner Date:_____ July 9, 2025__ ________