Kainos Group PLC

Pre-Annual General Meeting Information • Aug 19, 2020

NOTICE OF THE 2020 ANNUAL GENERAL MEETING KAINOS GROUP PLC

(incorporated in England and Wales under company number 9579188)

Notice of the 2020 Annual General Meeting of Kainos Group plc, to be held on Thursday 24 September 2020 at 9.30 a.m. is set out in this document.

The Board continues to closely monitor the evolving Covid-19 (Coronavirus) situation and the related guidelines from governmental authorities, including the potential impact on attendance at the meeting. Whilst the Board values the opportunity to meet shareholders in person at the Annual General Meeting, recent Government advice is for people to avoid mass gatherings and limit social contact. On this basis, the Board feels that it is appropriate that the 2020 Annual General Meeting is conducted as a closed meeting and asks that all shareholders submit proxy votes by following the instructions set out below. Shareholders who travel to attend the meeting in person will be denied access.

Shareholders who wish to ask questions relating to the business of the meeting can do so by sending an email to investorrelations@kainos.com by 18 September 2020. Following the meeting, shareholders will be able to access details of the business conducted at the meeting (including responses to questions raised) on the Company's website, www.kainos.com.

To vote, please complete and submit a proxy appointment in accordance with the notes to the Notice of Annual General Meeting set out in this document. To be valid, the proxy appointment must be received no later than 9.30 a.m. on Tuesday 22 September 2020.

A proxy may be appointed and votes cast electronically via www.signalshares.com or through the CREST electronic proxy appointment service (details of which are set out in notes 3 and 4 in the notes to this Notice of Annual General Meeting).

The Board considers the proposed resolutions as set out in this Notice of Annual General Meeting are likely to promote the success of the Company and are in the best interests of the Company and its shareholders as a whole. The directors unanimously recommend that shareholders vote in favour of the resolutions as they intend to do in respect of their own beneficial holdings (save in respect of matters in which they are themselves interested) which amount in aggregate to 26,647,59 shares representing approximately 22% of the existing issued ordinary share capital of the Company as at 10 August 2020.

If you require assistance, please contact Link Asset Services, whose contact details are set out in this document.

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 as to the action you should take, you should seek your own personal financial advice immediately from your stockbroker, solicitor, accountant or other independent financial adviser authorised under the Financial Services and Markets Act 2000 if you are resident in the United Kingdom or, if you are not, from another appropriately authorised independent financial adviser.

If you have sold or transferred all of your shares, please pass this document and any other documents that accompany it as soon as possible to the purchaser or transferee or to the person who arranged the sale or transfer so that they can pass these documents to the person who now holds the shares. If you have sold or otherwise transferred only part of your holding, you should retain this document and its enclosures.

Notice is hereby given that the fifth Annual General Meeting of Kainos Group plc (the Company) will be held, on Thursday 24 September 2020 at 9:30 a.m. for the following purposes:

Ordinary Resolutions

To consider and, if thought fit, pass the following resolutions as Ordinary Resolutions:

• 1. To receive the Company's audited accounts and financial statements and the auditor's and directors' reports on the accounts and financial statements for the year ended 31 March 2020.
• 1. To approve the Directors' Remuneration Report for the year ended 31 March 2020.
• 1. To re-elect Dr Brendan Mooney as a director of the Company.
• 1. To re-elect Mr Richard McCann as a director of the Company.
• 1. To re-elect Mr Paul Gannon as a director of the Company.
• 1. To re-elect Mr Andy Malpass as a director of the Company.
• 1. To re-elect Mr Chris Cowan as a director of the Company.
• 1. To re-elect Mr Tom Burnet as a director of the Company.
• 1. To elect Mrs Katie Davis as a director of the Company.
• 1. To re-appoint Deloitte LLP as the Company's auditor.
• 1. To authorise the Audit Committee to agree the remuneration of the auditor of the Company.
• 1. To authorise the directors generally and unconditionally, pursuant to section 551 of the Companies Act 2006 (the Act), to exercise all powers of the Company to allot shares in the Company and/ or to grant rights to subscribe for, or to convert any security into shares in the Company:
• (a) up to a maximum aggregate nominal amount of £203,866.56 (such amount to be reduced by the nominal amount of any equity securities (within the meaning of section 560 of the Act) allotted under paragraph (b) below; and
• (b) comprising equity securities (within the meaning of section 560 of the Act) in connection with a rights issue (as referred to in the Financial Conduct Authority's listing rules) or pursuant to any arrangements made for the placing or underwriting or other allocation of any shares or other securities included in, but not taken up under, such rights issue up to a maximum aggregate nominal amount of £407,733.18 (such amount to be reduced by any shares allotted or rights granted under subparagraph (a) above),

provided that these authorities replace any existing authorities vested in the directors on the date of this Notice of Annual General Meeting to allot shares and/or grant rights that remain unexercised at the commencement of the 2020 Annual General Meeting and unless renewed or revoked, shall expire on the earlier of the conclusion of the next Annual General Meeting of the Company and the close of business on 30 September 2021 but so as to enable the Company before such date to make offers or agreements which would or might require shares to be allotted and/or rights to be granted after such expiry and the directors may allot shares and/or grant rights in pursuance of such offer or agreement as if the authorities conferred under this resolution had not expired.

Special Resolutions

To consider, and if thought fit, pass the following resolutions as Special Resolutions:

• 1. Subject to the passing of resolution 12 above, to empower the directors in accordance with sections 570 to 573 of the Act, until the earlier of the conclusion of the next Annual General Meeting of the Company and the close of business on 30 September 2021, to make allotments of equity securities (as construed in accordance with section 560 of the Act) for cash under the authorities conferred by resolution 12 above or by way of sale of treasury shares, as if section 561 of the Act did not apply to any such allotment (or sale), such powers being limited to the allotment of equity securities or sale of treasury shares:
• (a) in connection with an issue or offer by way of rights in favour of holders of equity securities and of any other person in proportion (as nearly as may be practicable) to their respective holdings or in accordance with the rights attaching thereto (but with such exclusions or other arrangements as the directors may deem necessary or expedient to deal with fractional entitlements, the use of more than one currency for the making of payments in respect of such offer, record dates or other legal or practical problems in or under the laws of, or any requirements of any recognised regulatory body or stock exchange in, any territory or as regards shares held by an approved depositary or in issue in uncertificated form or otherwise however); and
• (b) otherwise than pursuant to sub-paragraph (a) above up to a maximum aggregate nominal amount of £30,577.99,

NOTICE OF ANNUAL GENERAL MEETING CONTINUED

save that the Company may, before expiry of those powers, make an offer or agreement which would, or might, require equity securities to be allotted after such expiry and the directors may allot equity securities (and sell treasury shares) pursuant to any such offer or agreement as if the powers had not expired.

• 1. Subject to the passing of resolution 12, and in addition to the powers contained in resolution 13, to empower the directors, until the earlier of the conclusion of the next Annual General Meeting of the Company and the close of business on 30 September 2021, to make allotment of equity securities (as construed in accordance with section 560 of the Act) for cash pursuant to the authorities that were conferred on the directors by resolution 12 above or by way of sale of treasury shares as if section 561 of the Act did not apply to any such allotment or sale, such powers being limited to the allotment of equity securities or the sale of treasury shares:
• (a) up to a maximum aggregate nominal amount of £30,579.99; and
• (b) used only for the purposes of financing (or re-financing, if such re-financing occurs within six months after the date of the original transaction) a transaction which the directors determine to be an acquisition or other 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 Annual General Meeting,

save that the Company may, before expiry of those powers, make an offer or agreement which would, or might, require equity securities to be allotted (and treasury shares to be sold) after such expiry and the directors may allot equity securities (and sell treasury shares) pursuant to any such offer or agreement as if such powers had not expired.

• 1. That the Company is generally and unconditionally authorised for the purposes of section 701 of the Act to make market purchases (as defined in section 693 of the Act) of its ordinary shares upon such terms and in such manner as the directors of the Company shall determine provided that:
• (a) the maximum number of ordinary shares hereby authorised to be purchased is 12,231,995;

• (b) the minimum price (exclusive of expenses) which may be paid for such a share is its nominal value;

• (c) the maximum price (exclusive of expenses) which may be paid for such a share shall be the higher of:

• (i) 5% above the average of the middle market quotation of an ordinary share of the Company taken from the London Stock Exchange Daily Official List for the five business days immediately preceding the date on which the purchase is made; and/or
• (ii) the price of the last independent trade and the highest current independent trade on the trading venues where the purchase is carried out and the highest current independent bid on the trading venues where the purchase is carried out;
• (d) the authority hereby conferred shall (unless previously renewed or revoked) expire on the earlier of the conclusion of the Company's next Annual General Meeting and the close of business on 30 September 2021;
• (e) the Company may make a contract or contracts to purchase ordinary shares under the authority hereby conferred prior to the expiry of such authority which will or may be executed wholly or partly after the expiry of such authority and may make a purchase of ordinary shares in pursuance of any such contract or contracts as if the authority conferred had not expired.
• 1. That any general meeting of the Company, other than an Annual General Meeting, may be called by not less than 14 clear days' notice.

Registered office:	By order of the Board
Kainos Group plc 2nd Floor 21 Farringdon Road London EC1M 3HA	Gráinne Burns Company Secretary 19 August 2020

• 1. A member who is entitled to vote at the meeting is entitled to appoint one or more proxies to exercise all or any of such member's rights to vote on behalf of the member at the Annual General Meeting. Members may appoint more than one proxy provided each proxy is appointed to exercise rights attached to different shares. Members may not appoint more than one proxy to exercise rights attached to any one share. A proxy need not be a member of the Company. This year, in light of the restricted physical attendance at the Annual General Meeting, you must appoint the chairperson of the meeting as your proxy in order for your vote to be counted. Other proxies will not be permitted to attend the meeting.
• 1. The right of a member of the Company to vote at the meeting will be determined by reference to the register of members. Pursuant to Regulation 41 of the Uncertificated Securities Regulations 2001 and the Company's Articles of Association, the time by which a person must be entered on the register of members in order to have the right to vote at the Annual General Meeting is by the close of business on Tuesday 22 September 2020 (or, if the meeting is adjourned, at the close of business on the date two working days before the time fixed for the adjourned meeting). Changes to entries on the register of members after the relevant time will be disregarded in determining the rights of any person to attend or vote at the meeting.
• 1. A member may appoint a proxy online by following the instructions for the electronic appointment of a proxy at www.signalshares.com. You will need your Investor Code which is set out on your share certificate which is available from the Registrar. To be a valid proxy appointment, the member's electronic message confirming the details of the appointment completed in accordance with those instructions must be transmitted to be received by 9:30 a.m. on Tuesday 22 September 2020. Members who hold their shares in uncertificated form may use the CREST electronic proxy appointment service to appoint a proxy electronically, as explained below. If you require assistance, please contact Link Asset Services whose contact details are set out at Note 5 below.
• 1. 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. CREST personal members or other CREST sponsored members, and those CREST members who have appointed one or more voting service providers,

should refer to their CREST sponsor or voting service provider(s), who will be able to take the appropriate action on their behalf. In order for a proxy appointment or a proxy instruction made using the CREST electronic proxy appointment service to be valid, the appropriate CREST message (CREST proxy appointment instruction) must be properly authenticated in accordance with the specifications of CREST's operator, Euroclear UK & Ireland Limited (Euroclear), and must contain all the relevant information required by the CREST Manual. To be valid, 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 be transmitted so as to be received by Link Asset Services (ID RA10), as the Company's "issuer's agent", by 9:30 a.m. on Tuesday 22 September 2020. After this time, any change of instruction to a proxy appointed through the CREST system should be communicated to the appointee through other means. The time of the message's receipt will be taken to be when (as determined by the timestamp applied by the CREST Applications Host) the issuer's agent is first able to retrieve it by enquiry through the CREST system in the prescribed manner. Euroclear does not make available special procedures in the CREST system for transmitting any particular message. Normal system timings and limitations apply in relation to the input of CREST proxy appointment instructions. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST personal member or a CREST sponsored member or has appointed any voting service provider(s), to procure that his CREST sponsor or voting service provider(s) take(s)) such action as is necessary to ensure that a message is transmitted by means of the CREST system by any particular time. CREST members and, where applicable, their CREST sponsors or voting service providers should take into account the provisions of the CREST Manual concerning timings as well as its section on "Practical limitations of the system". In certain circumstances the Company may, in accordance with the Uncertificated Securities Regulations 2001 or the CREST Manual, treat a CREST proxy appointment instruction as invalid.

1. Hard copy forms for the appointment of a proxy can be obtained by contacting the Company's Registrar Link Asset Services on 0371 664 0300 or, from overseas, on +44 (0) 371 664 0300. Within the United Kingdom. Calls are charged at standard geographic rate and will vary by provider. Calls outside the United Kingdom will be charged at the applicable international rate. Lines are open between

09:00-17:30, Monday to Friday excluding public holidays in England and Wales. To be valid, a proxy appointment form must be completed in accordance with the instructions that accompany it and then delivered (together with any power of attorney or other authority under which it is signed, or a certified copy of such item) so as to be received by 9:30 a.m. on Tuesday 22 September 2020, to:

UK based members:

FREEPOST PXS, 34 Beckenham Road, Kent BR3 9ZA.

Non-UK based members:

Link Asset Services PXS, 34 Beckenham Road, Beckenham, Kent BR3 4TU.

• 1. Any person to whom this notice is sent who is currently nominated by a member of the Company to enjoy information rights under section 146 of the Act (nominated person) may have a right under an agreement between him and that member to be appointed, or to have someone else appointed, as a proxy for the meeting. If a nominated person has no such right or does not wish to exercise it, he may have a right under such an agreement to give instructions to the member concerned as to the exercise of voting rights. The statement in note 1 above of the rights of a member in relation to the appointment of proxies does not apply to a nominated person. Such rights can only be exercised by the member concerned.
• 1. As at 10 August 2020 (the latest practicable date prior to the printing of this document) (i) the Company's issued share capital consisted of 122,319,954 ordinary shares of 0.5 pence each, carrying one vote each, and (ii) the total voting rights in the Company were 122,319,954.
• 1. Voting on all resolutions at the 2020 Annual General Meeting will be by way of a poll rather than on a show of hands. Poll voting is in line with practice increasingly adopted by UK public companies and provides a more transparent method of voting. It will result in a more accurate reflection of the views of members by ensuring that every vote is recognised, including the votes of those members who are unable to attend but who have appointed a proxy for the meeting. On a poll each member has one vote for every share held. As the 2020 Annual General Meeting will be held as a closed meeting, the directors urge you to appoint the chairperson of the meeting as your proxy in respect of all your shares in order to vote on your behalf. Shareholders (or any other proxies appointed) will not be permitted entry to the 2020 Annual General Meeting.
• 1. Each member attending the meeting has the right to ask questions relating to the business being dealt with at the meeting which, in accordance with section 319A of the Act and subject to some exceptions, the Company must cause to be answered. However, in light of the restricted physical attendance at the 2020 Annual General Meeting, shareholders are encouraged to submit any questions relating to the business set out in the Notice of Meeting by email to investorrelations@kainos.com by 18 September 2020. Following the meeting, responses to questions will be available at www.kainos.com. The chairperson will ensure that any question relating to the business being dealt with at the meeting receives a written response, but no response will be given if: (i) to do so would interfere unduly with the preparation for the meeting or involve the disclosure of confidential information; (ii) the answer has already been given on the Company's website in the form of an answer to a question; or (iii) the chairperson determines that it is undesirable in the interests of the Company or the good order of the meeting that the question be answered. Information relating to the meeting which the Company is required by the Act to publish on a website in advance of the meeting may be viewed at www.kainos.com. With the sole exception of asking question as set out above, a member may not use any electronic address provided by the Company in this document or in any proxy appointment form or on any website for communicating with the Company for any purpose in relation to the meeting other than as expressly stated in it.
• 1. It is possible that, pursuant to members' requests made in accordance with section 527 of the Act, the Company will be required to publish on a website a statement in accordance with section 528 of the Act setting out any matter that the members concerned propose to raise at the meeting relating to the audit of the Company's latest audited accounts. The Company cannot require the members concerned to pay its expenses in complying with those sections. The Company must forward any such statement to its auditor by the time it makes the statement available on the website. The business which may be dealt with at the meeting includes any statement that the Company has been required to publish on its website.

Explanatory notes to the business of the Annual General Meeting

Resolution 1 – Receipt of the audited accounts and reports

The Companies Act 2006 (the Act) requires the directors of a public company to lay before the company in general meeting copies of the directors' report, the independent auditor's report and the audited financial statements of the company in respect of each financial year. The Company proposes, as an ordinary resolution, a resolution to receive its audited accounts and reports for the financial year ended 31 March 2020 (the 2020 Annual Report).

Resolution 2 – Approval of the Directors' Remuneration Report

In accordance with the Act, shareholders are invited to approve the Directors' Remuneration Report for the financial year ended 31 March 2020. The Directors' Remuneration Report is set out in the 2020 Annual Report on pages 28 to 43. The vote on this resolution is advisory only and the directors' entitlement to remuneration is not conditional on its being passed. For the purposes of this resolution, the Directors' Remuneration Report does not include the Directors' Remuneration Policy (which is set out on pages 29 to 36 of the 2020 Annual Report).

Resolutions 3-9 – Election and Re-election of directors

Resolutions 3 to 9 relate to the election or retirement and subsequent re-election of the Company's directors. Under Article 95 of the Company's Articles of Association, one-third of the directors shall retire at the Annual General Meeting held in the third calendar year following the year in which they were elected or last re-elected but, unless otherwise agreed, shall be eligible for re-election. Notwithstanding the requirements prescribed by the Company's Articles of Association, the Board has agreed that in accordance with the UK Corporate Governance Code (the Code), the entire Board will offer themselves for election or re-election at the 2020 Annual General Meeting and separate resolutions will be proposed for each.

On 28 November 2019, the Board welcomed a new Non-Executive Director, Mrs Katie Davis.

Following completion of the Company's annual board evaluation exercise, it is the view of the Board that the Executive and Non-Executive Directors offering themselves for election or re-election continue to perform effectively, make a positive contribution and demonstrate commitment to their roles and that it is appropriate for them to continue to serve as directors of the Company. The Board accordingly supports the election or re-election of those directors. Taking into account the independence criteria set out in the Code, the Board considers Tom Burnet, Andy Malpass, Chris Cowan and Katie Davis to be independent in character and judgement.

Further information relating to the experience, skills and background of each of the directors standing for election or re-election is set out at Appendix 2 to this document.

Copies of the contracts of service between the directors and the Company are available for inspection at the registered office of the Company during usual business hours on each business day.

Resolutions 10 and 11 – Re-appointment and remuneration of the auditor

The Company is required to appoint or re-appoint an auditor at each Annual General Meeting at which its audited accounts and reports are presented to shareholders. The Audit Committee has recommended to the Board, and resolution 10 therefore proposes, the re-appointment of Deloitte LLP as auditor (to hold office until the next such meeting). The Audit Committee has confirmed to the Board that its recommendation is free from third party influence, and that no restrictive contractual provisions have been imposed on the Company limiting the choice of auditor. Resolution 11 authorises the Audit Committee to determine Deloitte's remuneration.

Resolution 12 – Authority to allot shares

The directors currently have a general authority to allot new shares in the Company and to grant rights to subscribe for, or convert any securities into, shares. This authority is, however, due to expire at the 2020 Annual General Meeting and the Board would like to renew it to provide the directors with flexibility to allot new shares and grant rights up until the Company's next Annual General Meeting within the limits prescribed by the Investment Association.

The Investment Association's guidelines on directors' allotment authority state that the Association's members will regard as routine any proposal at a general meeting to seek a general authority to allot an amount up to two-thirds of the existing share capital, provided that any amount in excess of one-third of the existing share capital is applied to fully pre-emptive rights issues only.

APPENDIX 1 CONTINUED

Accordingly, if passed, this resolution will authorise the directors to allot (or grant rights over) new shares in the Company (i) in connection with a rights issue in favour of ordinary shareholders up to an aggregate nominal amount of £407,733.18 (representing approximately 66% of the Company's issued ordinary share capital as at 10 August 2020 (being the latest practicable date prior to publication of this document)) (such amount being reduced by any shares allotted or rights granted under sub-paragraph (a) of the resolution); and (ii) in other situations up to an aggregate nominal amount of £203,866.59 (representing approximately 33% of the Company's issued ordinary share capital as at 10 August 2020 (being the latest practicable date prior to publication of this document)) (such amount being reduced by the amount of any shares allotted or rights granted under sub-paragraph (b) of the resolution in excess of 33% of the Company's issued ordinary share capital). In each case, the authority lasts until the close of business on 30 September 2021 or, if earlier, until the end of the next Annual General Meeting. These authorities succeed those granted in 2019.

The directors have no current intention to exercise these authorities; however it is considered prudent to maintain the flexibility that these authorities provide (especially in case appropriate opportunities arise). If they do exercise these authorities, the directors intend to follow best practice regarding their use, as recommended by the Investment Association.

As at 10 August 2020, the Company did not hold any treasury shares.

Resolutions 13 & 14 – Disapplication of pre-emption rights

Resolutions 13 and 14 are special resolutions which, if passed, will disapply statutory pre-emption rights and enable the directors to allot shares in the Company, or to sell any shares out of treasury, for cash, without first offering those shares to existing shareholders in proportion to their existing shareholdings.

The proposed resolutions essentially replicate the powers which were granted at last year's Annual General Meeting (and which will expire at the 2020 Annual General Meeting). Such powers reflect the Statement of Principles published by the Pre-Emption Group in March 2015, which provide that a company may seek power to allot on a non-pre-emptive basis for cash shares in any one year representing: (i) no more than 5% of the company's issued ordinary share capital in any one year; and (ii) no more than an

additional 5% of the company's issued ordinary share capital provided that such additional power is only used in connection with an acquisition or specified capital investment. In line with best practice the Company has structured its pre-emption disapplication request as two separate resolutions.

If resolution 13 is passed, it will permit the directors to allot ordinary shares on a non-pre-emptive basis and for cash both in connection with a rights issue or similar pre-emptive issue and, otherwise than in connection with any such issue, up to a maximum aggregate nominal amount of £30,579.99. This amount represents not more than 5% of the Company's issued ordinary share capital (excluding treasury shares) as at 10 August 2020 (being the latest practicable date prior to publication of this document). This resolution will permit the directors to allot any such shares for cash in any circumstances (whether or not in connection with an acquisition or specified capital investment).

If resolution 14 is passed, it will allow the directors an additional power to allot ordinary shares on a non-preemptive basis and for cash up to a further maximum aggregate nominal amount of £30,579.99. This amount represents not more than 5% of the Company's issued ordinary share capital (excluding treasury shares) as at 10 August 2020 (being the latest practicable date prior to publication of this document). The directors shall use any power conferred by resolution 14 only in connection with an acquisition or 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) which is announced contemporaneously with the issue, or which has taken place in the preceding six-month period and is disclosed in the announcement at the time.

The Board confirms its intention to follow the provisions of the 2015 Statement of Principles regarding cumulative usage of authorities within a rolling three-year period. Those Principles provide that a company should not issue shares for cash (other than to satisfy share scheme requirements) representing more than 7.5% of the company's issued share capital in any rolling three-year period, other than to existing shareholders, without prior consultation with shareholders. This limit excludes any ordinary shares issued pursuant to a general disapplication of pre-emption rights in connection with an acquisition or specified capital investment.

Resolution 15 – Purchase of own shares

This special resolution, if passed, will authorise the Company to make market purchases of its own ordinary shares up until the conclusion of the Company's next Annual General Meeting or, if earlier, the close of business on 30 September 2021, subject to specific conditions relating to price and volume. The maximum number of ordinary shares which may be purchased under this authority is 12,231,995, representing approximately 10% of the Company's issued ordinary share capital as at 10 August 2020 (being the latest date prior to publication of this document).

The Company's exercise of this authority is subject to the upper and lower limits on the price payable set out in the resolution.

The directors have no present intention of exercising this authority but wish to have the flexibility to do so in the future. Shares would only be purchased if the directors believed that to do so would result in an improvement in earnings per share and would be in the best interests of shareholders generally. Any purchases would be made through the London Stock Exchange and purchased shares would be cancelled (in which case the number of shares in issue would thereby be reduced) or, alternatively, held in treasury, depending on which course of action is considered by the directors to be in the best interests of the shareholders at that time.

As at 10 August 2020, the total number of options to subscribe for ordinary shares amounted to 1,781,894, which represents 1.46% of the Company's issued ordinary share capital at that date. The Company does not hold any treasury shares. If the authority being sought by resolution 15 were to be fully exercised, these options would represent 1.34% of the Company's issued ordinary share capital (excluding treasury shares) at that date.

Resolution 16 – Notice of general meetings

This is a special resolution to allow the Company to call general meetings (other than Annual General Meetings) on not less than 14 clear days' notice.

The Company currently has the power to call a general meeting (other than an Annual General Meeting) on at least 14 days' notice to the shareholders and would like to preserve this ability. In order to do so, shareholders must first approve the calling of meetings on at least 14 days' notice. This resolution seeks such an approval. The approval will be effective until the Company's next Annual General Meeting. A minimum 14-day notice period would not be used as a matter of routine for such meetings, but only exceptionally where it is merited by the business of the meeting and is considered to be in the interests of shareholders as a whole.

Directors' biographical details

Dr Brendan Mooney (aged 53) Chief Executive Officer (CEO)

Brendan joined Kainos in 1989 as a trainee software engineer before moving into a number of technical and commercial roles in Dublin, London and the US. He was appointed CEO of Kainos in 2001. In addition to his role at Kainos, Brendan has served as a Non-Executive Director on a number of private technology companies, at the Probation Service for Northern Ireland and was a serving Lay Magistrate. Brendan has received both an Honorary Doctor of Science (DSc) and an Honorary Doctor of Economics (DSc Econ) in recognition of the contribution that Kainos has made to the economy.

Richard McCann (aged 55) Chief Financial Officer (CFO)/ Chief Operating Officer (COO)

Richard is a Fellow of the Institute of Chartered Accountants in Ireland and trained with Coopers & Lybrand, before moving into industry with Galen Holdings plc. Richard joined Galen as financial controller of a start-up subsidiary in the US and subsequently became Senior Vice President in charge of Corporate Finance with responsibility for the organisation's acquisitions and investor relations. He served as the Managing Director of two subsidiaries in the Almac Group, including a US subsidiary that provides software development services for pharmaceutical companies. Richard joined Kainos in 2011 with over 20 years' experience in accounting and serves as the Chief Financial Officer and Chief Operating Officer.

Paul Gannon (aged 57)

Senior Vice President (SVP) Business Development Paul studied Engineering at Trinity College, Dublin. Before joining Kainos, Paul spent four years in a sales role with ICL (now Fujitsu) in Dublin and prior to that worked as a management consultant for Accenture in London. He started his professional career working for Siemens in Munich. He joined Kainos in 1998 as the sales manager for Ireland. Paul subsequently took on a Group-wide role in strategy and marketing, and until 31 March 2017 was SVP for Sales, responsible for all product and service sales activities in Kainos. He is currently the SVP for Business Development at Kainos, responsible for identifying new markets and opportunities for the Group.

Andy Malpass (aged 58) Independent Non-Executive Director

Andy graduated with a BA (Hons) in Accounting and Finance from Lancaster University and is a Fellow of the Chartered Institute of Management Accountants. He has over 30 years' experience in the software industry covering both private and public companies. Andy served as Group Finance Director of Fidessa Group plc (formerly Royalblue Group plc) which he joined in 1995, and where he has also been Company Secretary. In June 2018, Andy was appointed as a Non-Executive Director and chair of the Audit Committee of accesso Technology Group plc. Andy acts as Senior Independent NED and chairs the Audit Committee.

Chris Cowan (aged 61)

Independent Non-Executive Director

Chris holds an MA History from St Catharine's College, Cambridge. Chris runs a board advisory business focused on business performance improvement and digital transformation. He has previously served as Managing Director of Accenture's Telco, Media and Technology business in the UK and Ireland; Accenture's Telco Industry Managing Director for EMEA; COO/CTO of Accenture New Businesses; Chairman and CEO of Digiplug (an Accenture Digital business); and Managing Director of Value Partners Strategy Consulting business in the UK. Chris acts as an Independent NED and sits on the Audit Committee, Nominations Committee and Remuneration Committee.

Tom Burnet (aged 52)

Independent Non-Executive Director

Tom graduated with an MBA from the University of Edinburgh. In addition to his responsibilities at Kainos, Tom is Non-Executive Chairman of Inspired Thinking Group; Non-Executive Chairman of The Baillie Gifford US Growth Trust plc and a Non-Executive Director of the BMO PE Trust plc. Previously he served as CEO, Executive Chairman and as a Non-Executive Director of AIM company accesso Technology Group plc. He started his career as an Army Officer serving in the Black Watch (R.H.R.) and is a member of the Queen's Bodyguard in Scotland. At Kainos, Tom acts as an Independent Non-Executive Chairman, chair of the Nominations Committee and will in the short-term continue to chair the Remuneration Committee.

Katie Davis (aged 55)

Independent Non-Executive Director

Katie holds a BS in Electrical Engineering from the University of Illinois at Champaign/Urbana. Katie is an experienced leader with a strong track record for delivery in both the public and private sectors. She joined Accenture's Chicago office in 1987, moving to London in 1988 and becoming a partner in Accenture's Customer Relationship Management practice in 2000. In 2005, she joined the Cabinet Office with responsibility for increasing the capacity and capability of UK central Government, and the wider public sector, to deliver large-scale IT-enabled business change. Katie subsequently held several senior positions in the Cabinet Office, Home Office, Department of Health and NHS. In 2012, Katie was named one of the 25 most influential women in IT by Computer Weekly. Katie acts as an Independent Non-Executive Director and sits on the Audit Committee, Nominations Committee and Remuneration Committee at Kainos.

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