KIN AND CARTA PLC — AGM Information 2021

Nov 12, 2021

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt as to the action you should take, you are recommended to seek your own independent financial advice from a stockbroker, bank manager, solicitor, accountant, or other financial adviser authorised under the Financial Services and Markets Act 2000.

If you have sold or otherwise transferred all of your Kin and Carta plc shares, please send this document, together with any accompanying documents, as soon as possible to the purchaser or transferee, or to the stockbroker, bank or other agent through whom the sale or transfer was effected, for delivery to the purchaser or transferee.

12 November 2021

Letter from the Chairman of Kin and Carta plc

Dear Shareholder

The annual general meeting ('AGM') of Kin and Carta plc (the 'Company') will be convened at 2.00pm on Tuesday, 14 December 2021 at the offices of the Company, The Spitfire Building, 71 Collier Street, London N1 9BE.

AGM arrangements and COVID-19

As at the date of this letter, we are able to conduct the AGM as an in person meeting. We will be following applicable guidance and best practice in connection with the AGM to ensure the health and safety of those in attendance. The Board encourages shareholders to consider carefully whether it is appropriate for them to travel and attend the AGM in person and reminds shareholders that, as described in more detail on page 10, they are able to appoint a proxy (which may be the Chairman of the AGM) to vote on their behalf.

Shareholders are encouraged to continue to monitor the Company's website (https://investors.kinandcarta.com/share-information/agm) where any changes to the arrangements described in this document will be set out.

Questions

The AGM is a valuable opportunity for the Board to respond to shareholder questions on the Company and its subsidiary undertakings (the 'Group'). Given that some shareholders may be unable to attend the AGM in person, the Board is keen to ensure that shareholders are able to put questions to the Directors and receive responses to those questions before the AGM.

If you have any specific questions on the business of the AGM, please submit your questions ahead of the meeting by e-mail to cosec@kinandcarta.com or by post C/o The Company Secretary, The Spitfire Building, 71 Collier Street, London N1 9BE. Please include your Shareholder Reference Number along with your question. Questions received by 5.00pm on Friday, 3 December 2021 will be answered by the Company by close of business on Wednesday, 8 December 2021. Responses will be published on the Company's website: https://investors.kinandcarta.com/shareinformation/agm. Any questions received by the Company after 5.00pm on Friday, 3 December 2021 will be answered as soon as practicable following the AGM.

Action required

This letter contains an explanation of the business to be put to the AGM. The Notice is set out on pages 8 to 9 of this document. Whether or not you will be attending, I would encourage you to vote on the resolutions to be considered at the meeting by submitting your instructions electronically at www.kinandcarta-shares.co.uk or by completing, signing and returning a hard copy form of proxy to the Company's registrars, Link Group, as soon as possible. To be valid for the meeting, your electronic instructions or completed form must be received by the Company's registrars no later than 2.00pm on Friday, 10 December 2021, being 48 hours before the time of the AGM (excluding non-working days). Completion and return of the form of proxy will not prevent you from attending and voting in person at the AGM should you decide to do so. A form of proxy can be obtained from the Company's registrars, Link Group, on request via the helpline: calls from the UK 0371 664 0300 and calls from overseas +44 371 664 0300 – for further details see note 2 of the notes to the Notice set out on page 10 of this document.

Explanatory notes to the proposed resolutions

The following resolutions will be proposed as Ordinary Resolutions:

Resolution 1 – Receipt of the 2021 Annual Report and Accounts

The Directors of the Company will present the Company's audited accounts and related reports for the year ended 31 July 2021 (the 'Annual Report and Accounts'), as required by the Companies Act 2006 (the 'Act'). Accordingly, Resolution 1 asks shareholders to receive the Annual Report and Accounts for the year ended 31 July 2021.

The Annual Report and Accounts is available on the Company's investor website (https://investors.kinandcarta.com).

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Kin and Carta plc The Spitfire Building, 71 Collier Street, London, N1 9BE

020 7928 8844 kinandcarta.com

Registered in England and Wales No. 1552113

Registered office: The Spitfire Building, 71 Collier Street, London, N1 9BE

Letter from the Chairman of Kin and Carta plc

Resolution 2 – Approval of the 2021 Directors' Remuneration Report (excluding the summary of the Directors' Remuneration Policy)

The Act requires quoted companies to present a remuneration report to their shareholders. This report for the year ended 31 July 2021 is set out in the Letter from the Chair of the Remuneration Committee and the Annual Report on Remuneration, on pages 146 to 149 and 162 to 174 of the Annual Report and Accounts respectively. Resolution 2 is seeking shareholder approval of the Directors' Remuneration Report (excluding the part containing the Policy Report). This is an advisory vote and, as such, no entitlement of a Director to remuneration is conditional on it.

The Directors' Remuneration Policy was approved by shareholders at the annual general meeting in 2020 and remains unchanged. Therefore, it is not required to be put to shareholders at this AGM. The summary of the Directors' Remuneration Policy is set out on pages 150 to 162 of the Annual Report and Accounts. The Directors' Remuneration Policy will be put to shareholders not later than the annual general meeting in 2023.

Resolutions 3 and 4 – Re-appointment of auditors and auditors' remuneration

The Company is required at each general meeting at which accounts are presented to appoint auditors to hold office until the conclusion of the next such meeting. The Directors, on the recommendation of the Audit Committee, recommend the re-appointment of PricewaterhouseCoopers LLP as the Company's auditors and, accordingly, Resolution 3 proposes such reappointment.

Resolution 4 authorises the Audit Committee to set the remuneration of the auditors. In accordance with its terms of reference, the Company's Audit Committee will approve the auditors' remuneration and terms of engagement and make recommendations to the Board.

Resolutions 5 to 11 – Directors seeking election or re-election

In accordance with the 2018 UK Corporate Governance Code (the 'Code') each Director is required to retire at the AGM.

Each of John Kerr, J Schwan, Chris Kutsor, Nigel Pocklington, David Bell and Michele Maher are standing for re-election this year. Maria Gordian will stand for election by shareholders following her appointment to the Board as a Non-Executive Director on 1 November 2021.

After nine years on the Board, Helen Stevenson is stepping down at the end of the AGM and therefore is not seeking reelection this year. Helen has made a great contribution to the Company during her tenure and we wish her well for her future endeavours.

Biographies of each of the Directors seeking election or re-election including why their specific contribution is, and continues to be, important to the Company's long-term sustainable success, can be found on pages 5 to 7 of this document. The Board considers that each of the Directors brings valuable skills and experience to the Board. Performance evaluations of each Director have taken place. Following those evaluations, the Board considers that the performance of each Director who was assessed continues to be effective and they each demonstrate the commitment required to continue in his or her present role. Further details of the performance evaluations may be found on pages 132 and 133 of the Annual Report and Accounts. In addition, the Board has determined (including by considering each Director's length of tenure) that all Non-Executive Directors standing for election or re-election at the AGM are independent.

Resolution 12 – Approval of the Kin and Carta Sharesave Plan

Resolution 12 seeks shareholder approval for a new Kin and Carta Sharesave Plan (the 'Sharesave Plan'). The existing Kin and Carta Sharesave Plan was approved by shareholders at the 2011 AGM, for a period of ten years. Sharesave is an all employee arrangement which benefits from favourable UK tax treatment, which the Company is keen to continue to operate in the future. The Company is therefore seeking approval to introduce a new Sharesave Plan on substantially similar terms, to replace the existing plan. The Company may also invite certain of its employees outside of the UK to participate in equivalent arrangements under schedules to, or further incentive plans based on, the Sharesave Plan but modified to take account of local tax, exchange control or securities laws in the relevant jurisdictions. A summary of the proposed Sharesave Plan is included in Appendix 2 to this notice.

Resolution 13 – Approval of an amendment to the Kin and Carta Long Term Incentive Plan 2020, the Kin and Carta Employee Stock Purchase Plan and the Kin and Carta Sharesave Plan

Resolution 13 seeks shareholder approval for an amendment to the rules of the Kin and Carta Long Term Incentive Plan 2020 (the '2020 LTIP'), which was approved by shareholders at the 2020 AGM, the Kin and Carta Employee Stock Purchase Plan (the 'US ESPP'), which was approved by shareholders at the 2019 AGM and, if Resolution 12 is passed, the Sharesave Plan. The Company would like to increase the group of employees who may be granted share-based awards which will align more of the Company's key individuals to delivering on its ambitious growth goals and further strengthen our culture. The Company, therefore, is seeking shareholder approval to amend the rules of the 2020 LTIP to increase temporarily the limit on dilution arising from awards made under the Company's employees' share plans (including the 2020 LTIP), from 10% over the past 10 years to 12.5% over the past 10 years. As part of this change, the Company would commit to reviewing this regularly with a view

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Letter from the Chairman of Kin and Carta plc

of bringing dilution back down to the 10% level within the next 10 years. In order that the Company can continue to operate its all-employee share plans on a similar basis during this period, the Company is also seeking shareholder approval to amend the rules of the US ESPP and, if Resolution 12 is passed, the Sharesave Plan, to increase temporarily the limit on dilution arising from awards made under the Company's employees' share plans, from 10% over the past 10 years to 12.5% over the past 10 years. These changes will enable the Company to more effectively recruit and retain key talent in the highly competitive global digital talent market, particularly the US, to fill more vacancies quicker with higher quality candidates, to retain key individuals and to reduce the costs of high employee turnover, especially in critical client relationship roles at Principal and Director grade. The amendment is not aimed at supporting or increasing awards to Executive Directors.

Resolution 14 – Allotment of share capital

Resolution 14 seeks to renew the Directors' existing authority to allot shares which is due to expire at the conclusion of the AGM.

Under the Act, the Directors may not allot new shares in the Company without the authority of shareholders in general meeting, except for the issue of shares under the Company's share or share option plans. The authority contained in Resolution 14(a) is a general authority permitting the Directors to allot shares up to an aggregate nominal amount of £5,753,386 and the authority contained in Resolution 14(b) gives Directors additional authority to allot equity securities up to an aggregate nominal amount of £5,753,386 where the allotment is in connection with a rights issue only.

These amounts represent approximately one-third of the issued share capital of the Company (excluding treasury shares) and together approximately two-thirds of the issued share capital of the Company as at 2 November 2021, being the latest practicable date prior to the publication of this letter.

If approved, these authorities will expire at the conclusion of the Company's next AGM (or, if earlier, on 14 March 2023). The Directors have no present intention of exercising these authorities, other than in respect of deferred consideration due in relation to the acquisition of Cascade Data Labs, LLC. However, the Directors continue to consider potential investment opportunities and, in the event of one of these potential investment opportunities proceeding, this may require the allotment of shares pursuant to this authority. These authorities are in accordance with the guidance issued by the Investment Association.

At 2 November 2021, the Company held 90,637 treasury shares, representing approximately 0.05% of the Company's ordinary issued share capital (excluding treasury shares) at that date.

The remaining Resolutions will be proposed as Special Resolutions:

Resolutions 15 and 16 – Disapplication of statutory pre-emption rights

Resolutions 15 and 16 seek authority for the Directors to allot shares in the capital of the Company pursuant to the authority granted under Resolution 14 above for cash disapplying the pre-emption rights in the 2006 Act in certain circumstances. These authorities are in accordance with the Pre-Emption Group's Statement of Principles on Disapplying Pre-Emption Rights (the 'Principles').

Resolution 15(a) will authorise the Directors to allot equity securities, or sell treasury shares, up to a nominal amount of £11,506,772, for cash on a pre-emptive basis to existing shareholders subject to such exclusions or arrangements as the Directors may deem necessary or expedient to deal with certain situations. For example, in a pre-emptive rights issue, there may be difficulties in relation to fractional entitlements or the issue of new shares to certain shareholders, particularly those resident in certain overseas jurisdictions.

Resolution 15(b) will authorise the Directors to allot a limited number of equity securities, or sell treasury shares, for cash without first offering them to existing shareholders pro rata to their existing holdings up to an aggregate nominal amount of £863,007. This maximum limit represents approximately 5% of the issued share capital of the Company (excluding treasury shares) as at 2 November 2021 (being the latest practicable date before the publication of this letter).

Resolution 16 will authorise the Directors to allot equity securities or sell treasury shares for cash without first offering them to existing shareholders pro rata to their existing holdings, in addition to any authority granted under Resolution 15, up to an aggregate nominal amount of £863,007 for the purposes of financing a transaction (or a refinancing within six months of the transaction), which the Directors determine to be an acquisition or other capital investment contemplated by the Principles. This maximum limit represents approximately 5% of the issued share capital of the Company (excluding treasury shares) as at 2 November 2021 (being the latest practicable date before the publication of this letter). The Directors confirm that, in accordance with the Principles, any shares issued under this authority would only be used in connection with an acquisition or a specified capital investment which is either announced at the same time as the proposed non-pre-emptive issue or which has taken place in the six-month period preceding the issue and is disclosed in the announcement of the issue.

The authorities contained in Resolutions 15 and 16 will expire at the conclusion of the next AGM or, if earlier, 14 March 2023.

In seeking these authorities, the Directors wish to ensure that the Company has maximum flexibility in managing the Group's capital resources, for example, to pursue potential investment opportunities and, in the event of one of these potential investment opportunities proceeding, this may require the use of the authorities sought in Resolutions 15 and 16.

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Letter from the Chairman of Kin and Carta plc

The Directors confirm, in accordance with the Principles, that they do not intend to issue shares for cash representing more than 7.5% of the issued share capital of the Company (including treasury shares) in any rolling three-year period other than to existing shareholders, save as permitted in connection with an acquisition or specified capital investment as described above, without prior consultation with shareholders.

Resolution 17 – Authority for the Company to purchase its own shares

Resolution 17 will be proposed to authorise the Company to purchase its own ordinary shares in the market. The authority limits the number of shares that could be purchased to a maximum of 17,260,158 representing approximately 10% of the Company's issued ordinary share capital (excluding treasury shares) as at 2 November 2021 (being the latest practicable date before the publication of this letter) and sets minimum and maximum prices. This authority will expire at the conclusion of the next AGM or, if earlier, 14 March 2023.

The Act allows listed companies, with authorisation from shareholders, to buy and hold their shares instead of cancelling them immediately. Shares purchased under this authority and held in treasury can in the future be cancelled, re-sold or used to provide shares for employee share plans. No dividends are paid on shares held in treasury and no voting rights attach to treasury shares.

If Resolution 17 is passed, the Directors intend to use this authority to make market purchases to be held in treasury in order to satisfy both the vesting of share scheme awards and share-based consideration for existing and future acquisitions. The authority will only be exercised where, in the light of market conditions at the time, the Directors believe that to do so would result in an increase in earnings per share and would be in the interests of shareholders generally. Any purchases of ordinary shares would be by market purchases on the London Stock Exchange. It is the Company's current intention to hold in treasury all of the shares it may purchase pursuant to the authority granted to it. However, in order to respond properly to the Company's capital requirements and prevailing market conditions, the Directors would need to reassess at the time of any and each actual purchase whether to hold the shares in treasury or cancel them, provided it is permitted to do so.

As at 2 November 2021 (being the last practicable date prior to publication of this letter), there were options over 9,248,912 ordinary shares in the capital of the Company representing approximately 5.6% of the Company's issued ordinary share capital (excluding treasury shares). If the authority to purchase the Company's ordinary shares being sought in Resolution 17 and the existing authority to purchase ordinary shares taken at last year's AGM (which expires at the end of this year's AGM) were exercised in full, these options would represent approximately 7.1% of the Company's issued ordinary share capital (excluding treasury shares).

Resolution 18 – Notice for calling a general meeting

Under the Act, the notice period required for general meetings of the Company is 21 clear days but shareholders can approve a shorter notice period, as long as this is not less than 14 clear days. AGMs must always be held on at least 21 clear days' notice.

In order to maintain flexibility for the Company, Resolution 18 seeks approval for the Company to call general meetings, other than AGMs, on not less than 14 clear days' notice. The approval will be effective until the Company's next AGM, when it is likely that a similar resolution will be proposed. The flexibility offered by this resolution would not be used as a matter of routine for general meetings, but only where taking into account the circumstances, the Directors consider it is appropriate to the business of the meeting and in the interests of the Company and the shareholders as a whole, including whether the business of the meeting is time sensitive.

Resolution 19 – Amendments to articles of association

The Board is proposing that the Company adopt new articles of association to reflect changes to company law and market practice, the principal changes of which are set out in Appendix 1. In addition, a marked-up version of the new articles of association is available on the Company's website at: https://investors.kinandcarta.com/share-information/agm.

Recommendation

Your Board considers the resolutions will 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 you vote in favour of the resolutions as they intend to do in respect of their own beneficial holdings.

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Yours sincerely

John Kerr Chairman 12 November 2021

Directors' Biographies

J Schwan Chief Executive Officer

COMMITTEE: Member of the Nomination Committee.

APPOINTED: 4 August 2018.

CAREER: J is the founder and former Chief Executive Officer of Solstice, a digital innovation firm that is core to our trading in the Americas region. He grew Solstice to 400 employees at a 25% CAGR without any external investment until its sale to the Company in 2015. Solstice continued to scale at the same growth rate under J's leadership for the following three years. During his tenure, Solstice was also continually recognised as a Best Place to Work by Forbes and Fortune. In 2018, J became the Chief Executive Officer of the Company and has led its transition into a global leader in digital transformation services.

J has been inducted into the Chicago Entrepreneurship Hall of Fame, is an EY Entrepreneur of the Year finalist, was awarded the University of Illinois College of Engineering Young Alumnus of the Year award and is a recipient of Tech Week 100.

He received his Bachelors in Materials Science Engineering from the University of Illinois at Urbana Champaign and began his career at Accenture.

CONTRIBUTIONS AND REASONS FOR RE-ELECTION: J has been at the forefront of digital transformation throughout his career and has a proven track record of delivering high levels of growth. His deep understanding of the digital transformation sector and substantial entrepreneurial expertise are assets to the Board.

OTHER ROLES: J serves on the Foundation Board of Lurie Children's Hospital.

Chris Kutsor Chief Financial Officer

COMMITTEE: Member of the Nomination Committee.

APPOINTED: 17 June 2019.

CAREER: Chris has led finance organisations spanning billion-dollar operations, venture capital investing and strategic sales functions. Prior to joining Kin + Carta, he most recently served as the Investor Relations Officer of a global Fortune 500 technology firm. Chris holds an MBA in Strategy and Finance from The University of Chicago Booth School of Business.

CONTRIBUTIONS AND REASONS FOR RE-ELECTION: Chris is a seasoned executive with proven financial leadership in the technology sector. He brings to the Board broad financial expertise and a strong history of managing effective relationships with the institutional investor community and media.

OTHER ROLES: Chris serves as a Board Director to First Light USA, LLC a privately held technology development company.

David Bell Independent Non-Executive Director

COMMITTEE: Member of the Nomination Committee.

APPOINTED: 4 August 2018.

CAREER: David served as Chief Executive Officer of two of the world's largest advertising marketing services companies, NYSE-listed True North and Interpublic Group. He was also Chief Executive Officer of Bozell Worldwide, which he helped grow to a top-ten global agency. From 2006 to 2009, David was a senior advisor to Google and has held a similar position with AOL/Oath. David was elected by his peers into the Advertising Hall of Fame in the USA in 2007 and, in 2013, the Hall of Fame established the David Bell Award, which is given to one inductee who has best demonstrated this level of service. David was an Independent Director at Time Inc. between 2014 and 2018 and has previously served on numerous other US listed company boards, as well as many growth stage companies in the marketing and media technology sectors.

CONTRIBUTIONS AND REASONS FOR RE-ELECTION: David's extensive experience in digital media is an asset to the Board, contributing to the development and implementation of its digital transformation growth strategy. He also has deep knowledge of the US market, which is a key geography for the business.

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OTHER ROLES: David is currently an Independent Director of Creative Realities Inc.

Directors' Biographies

John Kerr Non-Executive Chairman

COMMITTEE: Chair of the Nomination Committee.

APPOINTED: 22 July 2019 as Non-Executive Chairman Designate and subsequently Chairman on 5 December 2019.

CAREER: John previously acted as Chief Executive Officer of Deloitte Consulting, leading the creation of Deloitte Digital, the first dedicated digital consulting business. He grew the business organically and by strategic acquisition. John was also Managing Partner of Innovation and Talent, Deloitte, where he drove numerous societal initiatives, including the provision of mentoring to school pupils in disadvantaged areas and the BrightStart Apprenticeship programme. He has extensive experience of working with client boards throughout his 40-year career in professional services.

John holds a BA from the University of Strathclyde and is a member of the Institute of Chartered Accountants of Scotland.

CONTRIBUTIONS AND REASONS FOR RE-ELECTION: John brings to the Board strong leadership skills along with considerable business and senior board-level expertise. He has extensive experience in building and scaling consulting businesses, and in helping with the development of digital capabilities, having led the creation of Deloitte Digital. This enables John to contribute wide-ranging global, strategic and advisory knowledge and insight to the Board, and to support Kin + Carta on its growth journey.

John has gained valuable insight and experience through his trustee roles on charitable boards and position as Managing Partner of Innovation and Talent, Deloitte, strengthening his ability to facilitate Board discussions that consider a wide range of stakeholders and their interests in an equitable manner.

OTHER ROLES: John is Chairman of LCH European Portfolio Holdings Limited. He also serves as a Trustee of Plan International UK and as a Non-Executive Director of its subsidiary, Social Development Direct Limited.

Michele Maher Independent Non-Executive Director

COMMITTEES: Chair of the Audit Committee. Member of the Nomination and Remuneration Committees. APPOINTED: 15 May 2019.

CAREER: Michele most recently served as Chief Financial Officer of Hogg Robinson Group plc. She trained with KPMG and held various positions at technology solutions company, Dell.

Michele is a Fellow of the Institute of Chartered Accountants and holds an Executive MBA from Cranfield.

CONTRIBUTIONS AND REASONS FOR RE-ELECTION: Michele is a chartered accountant and provides the Board and the Audit Committee with relevant financial expertise, gained through an established career in senior finance and management roles across a range of business sectors. This comprehensive experience makes her ideally suited to chair the Audit Committee and to act as its financial expert, a position she took on in October 2019.

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OTHER ROLES: Michele has no other appointments to disclose.

Directors' Biographies

Nigel Pocklington Independent Non-Executive Director

COMMITTEES: Chair of the Remuneration Committee. Member of the Audit and Nomination Committees.

APPOINTED: 1 June 2016.

CAREER: Nigel is Chief Executive Officer of Good Energy Group plc, one of the UK's first suppliers of 100% renewable electricity and a leading player in digital energy products and services. Prior to joining Good Energy, he served as Chief Commercial Officer of Moneysupermarket.com Group plc. He spent seven years in global senior roles with Expedia Inc's Hotels.com brand. Early in his career, Nigel spent a decade at Pearson plc, including a period leading the digital operations of the Financial Times.

CONTRIBUTIONS AND REASONS FOR RE-ELECTION: Nigel has strong, relevant and current commercial experience at a senior management level in a variety of global digital businesses, ranging from global e-commerce to financial technology. He previously acted as Executive Sponsor of Moneysupermarket's Employee Resource Group focused on diversity and inclusion, which enhances the contribution he makes as the Non-Executive Director appointed to our Workforce Advisory Panel. He currently serves as chair of the Remuneration Committee. Nigel's experience gained from his membership of that committee for over two years prior to being its chair, combined with his understanding of employee and investor viewpoints, make him well suited to chairing the Remuneration Committee.

OTHER ROLES: Nigel is Chief Executive Officer of Good Energy Group plc.

Maria Gordian Independent Non-Executive Director

COMMITTEES: To be appointed to the Nomination Committee with effect from the end of the AGM.

APPOINTED: 1 November 2021

CAREER: Maria is a highly experienced professional services executive with more than 25 years of management consulting and business leadership experience. She is currently a leader in Bain & Company's Diversity, Equity and Inclusion ('DEI') practice and serves as head of its global DEI sub-committee to the board. Additionally, Maria is a partner in Bain's Healthcare practice, where she advises clients on creating growth strategies, identifying M&A opportunities and leading geographic expansion efforts across a range of healthcare sectors, including hospitals, pharmaceuticals, biotech and medical device companies. Prior to her time at Bain, Maria worked at another global consulting firm, where she was a partner and leader in its Pharmaceutical and Medical Product practice and helped build the firm's global Research & Development group. Her previous experience also includes the Hospital of the University of Pennsylvania, where she was a Radiology Fellow and Robert Wood Johnson Clinical Scholar, as well as her training at Harvard Medical School affiliated hospitals where she was a Radiology Resident. Maria completed her BA at Harvard University, before achieving her MD at Tufts University School of Medicine, and an MBA from The Wharton School of the University of Pennsylvania.

CONTRIBUTIONS AND REASONS FOR ELECTION: Maria has extensive business experience including executive leadership at Bain, which, coupled with her academic and clinical background in medicine, makes her a unique and rare executive with a diverse perspective on how to scale and enhance businesses across the globe. Maria's strong leadership experience in DEI practice enhances her contributions to matters related to Kin + Carta's People and Responsibility Platforms.

OTHER ROLES: Maria is a partner in Bain & Company's Healthcare and DEI practices, and the head of its global Diversity, Equity and Inclusion sub-committee and is member of the Bain board.

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Notice of Annual General Meeting

NOTICE IS HEREBY GIVEN that the annual general meeting ('AGM') of Kin and Carta plc (the 'Company') is to be convened at 2.00pm on Tuesday, 14 December 2021 at the offices of the Company, The Spitfire Building, 71 Collier Street, London N1 9BE to consider and, if thought fit, to pass the following resolutions of which Resolutions 1 to 14 inclusive will be proposed as Ordinary Resolutions and Resolutions 15 to 19 inclusive will be proposed as Special Resolutions:

• 1. To receive the audited financial statements for the year ended 31 July 2021 together with the reports of the Directors and the auditors.
• 1. To approve the Directors' Remuneration Report for the year ended 31 July 2021 set out on pages 146 to 149 and 162 to 174 of the 2021 Annual Report.
• 1. To re-appoint PricewaterhouseCoopers LLP as the auditors of the Company to hold office until the conclusion of the next AGM of the Company.
• 1. To authorise the Audit Committee to fix the remuneration of the auditors.
• 1. To re-elect J Schwan as a Director of the Company.
• 1. To re-elect Chris Kutsor as a Director of the Company.
• 1. To re-elect David Bell as a Director of the Company.
• 1. To re-elect John Kerr as a Director of the Company.
• 1. To re-elect Michele Maher as a Director of the Company.
• 1. To re-elect Nigel Pocklington as a Director of the Company.
• 1. To elect Maria Gordian as a Director of the Company.
• 1. THAT the rules of the Kin and Carta Sharesave Plan (the 'Sharesave Plan'), produced in draft to the meeting and a summary of the main provisions of which is set out in Appendix 2 to the Notice of Meeting, be approved and the Directors be authorised to do all such acts and things necessary to establish and carry the Sharesave Plan into effect and establish schedules to, or further incentive plans based on, the Sharesave Plan but modified to take account of local tax, exchange control or securities laws in overseas territories, provided that any awards made under any such schedules or further plans are treated as counting against the limits on individual and overall participation in the Sharesave Plan.
• 1. THAT the Kin and Carta Long Term Incentive Plan 2020 (the '2020 LTIP'), the Kin and Carta Employee Stock Purchase Plan (the 'US ESPP') and, if Resolution 12 is passed, the Kin and Carta Sharesave Plan (the 'Sharesave Plan') be amended in accordance with the copy of the rules of the 2020 LTIP, the US ESPP and the Sharesave Plan marked to show the proposed amendments which are produced to the meeting and initialled by the Chairman for the purposes of identification.
• 1. THAT the Directors be and they are hereby generally and unconditionally authorised in accordance with section 551 of the Companies Act 2006 to exercise all the powers of the Company to allot shares in the Company and to grant rights to subscribe for, or to convert any security into, shares in the Company ('Rights'):
  2. a. up to an aggregate nominal amount of £5,753,386; and
  3. b. up to a further aggregate nominal amount of £5,753,386 provided that:
     • i. they are equity securities (within the meaning of section 560(1) of the Companies Act 2006); and
     • ii. they are offered by way of a rights issue to holders of ordinary shares on the register of members at such record dates as the Directors may determine where the equity securities respectively attributable to the interests of the ordinary shareholders are proportionate (as nearly as may be practicable) to the respective numbers of ordinary shares held by them on any such record dates, subject to such exclusions or other arrangements as the Directors may deem necessary or expedient to deal with treasury shares, fractional entitlements or legal or practical problems arising under the laws of any overseas territory or the requirements of any regulatory body or stock exchange or by virtue of shares being represented by depositary receipts or any other matter,

and (unless previously renewed, varied or revoked by the Company in general meeting) these authorities shall expire at the conclusion of the next AGM of the Company (or, if earlier, on 14 March 2023), save that the Company shall be entitled to make offers or agreements before the expiry of such authority which would or might require shares to be allotted or Rights to be granted after such expiry and the Directors shall be entitled to allot shares and grant Rights pursuant to any such offer or agreement as if this authority had not expired.

• 1. THAT, if Resolution 14 is passed, the Directors be and they are hereby empowered pursuant to section 570 and section 573 of the Companies Act 2006 to allot equity securities (within the meaning of section 560 of that Act) for cash pursuant to the authority conferred by Resolution 14 above and by way of a sale of treasury shares as if section 561(1) of that Act did not apply to any such allotment provided that this power shall be limited to:
  2. a. the allotment of equity securities, or sale of treasury shares, in connection with an offer of securities (but in the case of the authority granted under paragraph (b) of Resolution 14 by way of rights issue only) in favour of the holders of ordinary shares on the register of members at such record dates as the Directors may determine where the equity securities respectively attributable to the interests of the ordinary shareholders are proportionate (as nearly as may be practicable) to the respective numbers of ordinary shares held by them on any such record dates, subject to such exclusions or other arrangements as the Directors may deem necessary or expedient to deal with treasury shares, fractional entitlements or legal or practical problems arising under the laws of any overseas territory or the requirements of any regulatory body or stock exchange or by virtue of shares being represented by depositary receipts or any other matter; and

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Notice of Annual General Meeting

b. the allotment of equity securities or sale of treasury shares (otherwise than pursuant to sub-paragraph (a) above of this Resolution 15) up to an aggregate nominal amount of £863,007;

and (unless previously renewed, varied or revoked by the Company in general meeting) these authorities shall expire at the conclusion of the next AGM of the Company (or, if earlier, on 14 March 2023), save that the Company shall be entitled to make offers or agreements before the expiry of such power which would or might require equity securities to be allotted after such expiry and the Directors shall be entitled to allot equity securities pursuant to any such offer or agreement as if the power conferred hereby had not expired.

• 1. THAT, if Resolution 14 is passed and in addition to the power conferred by Resolution 15, the Directors be and they are hereby empowered pursuant to section 570 and section 573 of the Companies Act 2006 to allot equity securities (within the meaning of section 560 of that Act) for cash pursuant to the authority conferred by Resolution 14 above and by way of a sale of treasury shares as if section 561(1) of that Act did not apply to any such allotment provided that this power shall be:
  2. a. limited to the allotment of equity securities or sale of treasury shares to any person or persons up to an aggregate nominal amount of £863,007; and
  3. b. used only for the purposes of financing (or refinancing, if the authority is to be used within six months after 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,

and shall expire at the conclusion of the next AGM of the Company (or, if earlier, on 14 March 2023), save that the Company shall be entitled to make offers or agreements before the expiry of such power which would or might require equity securities to be allotted after such expiry and the Directors shall be entitled to allot equity securities pursuant to any such offer or agreement as if the power conferred hereby had not expired.

• 1. THAT the Company be generally and unconditionally authorised to make market purchases (within the meaning of section 693(4) of the Companies Act 2006) of ordinary shares of 10 pence each of the Company on such terms and in such manner as the Directors may from time to time determine, provided that:
  2. a. the maximum number of ordinary shares hereby authorised to be acquired is 17,260,158 (representing approximately 10% of the issued ordinary share capital of the Company (excluding treasury shares) as at 2 November 2021 (being the last practicable date prior to publication of this notice);
  3. b. the minimum price which may be paid for any such share is 10 pence;
  4. c. the maximum price which may be paid for any such share is the higher of:
     • i. an amount equal to 105% of the average of the middle market quotations for an ordinary share in the Company as derived from the London Stock Exchange Daily Official List for the five business days immediately preceding the day on which such ordinary share is contracted to be purchased; and
     • ii. an amount equal to the higher of the price of the last independent trade and the highest current independent bid for a share in the Company on the trading venue where the market purchases by the Company pursuant to the authority conferred by this Resolution 17 will be carried out).
  5. d. the authority hereby conferred shall expire at the conclusion of the date of the next AGM (or, if earlier, on 14 March 2023) unless previously renewed, varied or revoked by the Company in general meeting; and
  6. e. the Company may make a contract to purchase its ordinary shares under the authority hereby conferred prior to the expiry of such authority, which contract will or may be executed wholly or partly after the expiry of such authority, and may purchase its ordinary shares in pursuance of any such contract.
• 1. THAT a general meeting other than an annual general meeting, may be called on not less than 14 clear days' notice.
• 1. THAT, with effect from the end of the AGM, the articles of association produced to the meeting and signed by the Chairman for the purposes of identification, are adopted as the articles of association of the Company in substitution for, and to the exclusion of, the Company's existing articles of association.

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By order of the Board

Daniel Fattal

Company Secretary

12 November 2021 Registered number: 1552113 Registered office: The Spitfire Building 71 Collier Street London N1 9BE

Notes

• 1. A shareholder of the Company entitled to attend and vote at the AGM is entitled to appoint one or more proxies to exercise all or any of his rights to attend, speak and vote at the AGM provided that, where multiple proxies are appointed, each proxy is appointed to exercise the rights attaching to different shares held by the shareholder. Your proxy could be the Chair of the meeting or another person who has agreed to represent you. Your proxy must vote as you instruct and must attend the AGM for your vote to be counted. Your proxy need not be a shareholder of the Company. Where you appoint someone other than the Chairman of the AGM as your proxy, you are responsible for ensuring they attend the AGM and are aware of your voting intentions. If you wish your proxy to make any comments on your behalf, you will need to appoint someone other than the Chairman and give them the relevant instructions directly.
• 1. A form of proxy for use by shareholders to register the appointment of their proxy can be obtained from the Company's registrars, Link Group, on request via email at enquiries@linkgroup.co.uk or the helpline: calls from the UK 0371 664 0300 and calls from overseas +44 371 664 0300. Calls are charged at the 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 9.00am and 5.30pm, Monday to Friday excluding public holidays in England and Wales. Forms of proxy must be returned to the Company's registrar at Link Group, PXS1, Central Square, 29 Wellington Street, Leeds LS1 4DL so that they are received no later than 2.00pm on Friday, 10 December 2021 (being 48 hours before the time of the meeting (excluding non-working days)). Shareholders who prefer to register the appointment of their proxy electronically can do so by visiting www.kinandcarta-shares.co.uk and following the instructions provided. For an electronic proxy appointment to be valid, it must be submitted via the Kin + Carta share portal at www.kinandcarta-shares.co.uk and received not later than 2.00pm on Friday, 10 December 2021 (being 48 hours before the time of the meeting (excluding non-working days)).
• 1. To appoint more than one proxy (unless you are appointing your proxies via the CREST electronic proxy appointment service, in which case see note 6 below), please photocopy the form of proxy. Please insert the name (in block capitals) of each of your proxies on a separate copy of the form of proxy. On each copy of the form of proxy you must also include the number of shares in respect of which each proxy is appointed (which, in aggregate, should not exceed the number of shares held by you) and indicate how you wish each proxy to vote or abstain from voting. You may not appoint more than one proxy to exercise the rights attached to any one share. Please also indicate by ticking the box that the proxy is one of multiple instructions being given. Additional proxy form(s) may be obtained by contacting the Registrars' helpline: see note 2 above. If you wish to appoint the Chair of the meeting as one of your multiple proxies, simply leave the wording of 'the Chair of the meeting' on the relevant copy of the form of proxy. Please ensure you sign and date each copy of the form of proxy and, if returned by post, include them in the same envelope.
• 1. To change your proxy instructions, you may return a new proxy appointment using the methods set out above. Where you have appointed a proxy using the hard copy proxy form and would like to change the instructions using another hard copy proxy form, please contact the Registrars (see note 2 above). The deadline for receipt of proxy appointments (see note 5 below) also applies in relation to amended instructions. Any attempt to terminate or amend a proxy appointment received after the relevant deadline will be disregarded. Where two or more valid separate appointments of proxy are received in respect of the same share in respect of the same meeting, the one which is last sent shall be treated as replacing and revoking the other or others.
• 1. In order to be valid, the form of proxy must be received by the Company not less than 48 hours (excluding non-working days) before the time of the AGM or, if the meeting is adjourned, not less than 48 hours prior (excluding non-working days) to the time of the adjourned meeting, and be returned by one of the following methods: either (i) in hard copy form by post, by courier or by hand to Kin and Carta plc's Registrars, Link Group, PXS1, Central Square, 29 Wellington Street, Leeds LS1 4DL; or (ii) in the case of CREST shareholders, by utilising the CREST electronic proxy appointment service in accordance with the procedures set out in note 6 below.
• 1. CREST shareholders who wish to appoint a proxy or proxies by utilising the CREST electronic proxy appointment service may do so by utilising the procedures described in the CREST Manual on the Euroclear website (www.Euroclear.com/CREST). CREST personal shareholders or other CREST sponsored shareholders, and those CREST shareholders who have appointed a voting service provider(s), 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 made by means of CREST to be valid, the appropriate CREST message (a 'CREST Proxy Instruction') must be properly authenticated in accordance with Euroclear UK & Ireland Limited's specifications and must contain the information required for such instructions, as described in the CREST Manual. The message, regardless of whether it relates to the appointment of a proxy or to an amendment to the instruction given to a previously appointed proxy must, in order to be valid, be transmitted so as to be received by Kin and Carta plc's Registrars (ID RA10) by the latest time(s) for receipt of proxy appointments specified in the notice of meeting. For this purpose, the time of receipt will be taken to be the time (as determined by the time stamp applied to the message by the CREST Applications Host) from which the Company's Registrars are able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in the Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001.

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Notes

• 1. A shareholder of the Company which is a corporation may authorise a person or persons to act as its representative(s) at the AGM. In accordance with the provisions of the Companies Act 2006, each such representative may exercise (on behalf of the corporation) the same powers as the corporation could exercise if it were an individual shareholder of the Company, provided that he does not do so in relation to the same shares. It is no longer necessary to nominate a designated corporate representative.
• 1. A copy of this notice has been sent for information only to persons who have been nominated by a shareholder to enjoy information rights under section 146 of the Companies Act 2006 (a 'Nominated Person'). The rights to appoint a proxy cannot be exercised by a Nominated Person: they can only be exercised by the shareholder. A Nominated Person may, however, have a right under an agreement between him and the shareholder by whom he was nominated to be appointed as a proxy for the meeting or to have someone else so appointed. If a Nominated Person does not have such a right or does not wish to exercise it, he may have a right under such an agreement to give instructions to the shareholder as to the exercise of voting rights.
• 1. Pursuant to Regulation 41 of the Uncertificated Securities Regulations 2001, in order to be able to attend and vote at the AGM or any adjourned meeting, (and also for the purposes of calculating how many votes a person may cast), a person must have his/her name entered on the register of members of the Company by no later than close of business two days (excluding non-working days) before the time appointed for the meeting. Changes to entries on the register of members after this time shall be disregarded in determining the rights of any person to attend and vote at the meeting.
• 1. Shareholders satisfying the thresholds in section 527 of the Companies Act 2006 can require the Company to publish a statement on its website setting out any matter relating to (a) the audit of the Company's accounts (including the auditors' report and the conduct of the audit) that are to be laid before the meeting; or (b) any circumstances connected with an auditor of the Company ceasing to hold office since the last AGM, that the shareholders propose to raise at the AGM. The Company cannot require the shareholders requesting the publication to pay its expenses. Any statement placed on the website must also be sent to the Company's auditors no later than the time it makes its statement available on the website. The business which may be dealt with at the AGM includes any statement that the Company has been required to publish on its website.
• 1. In relation to both questions submitted in advance of the AGM using the method set out in the Chairman's letter and any questions which may be asked by shareholders attending the AGM in person, the Company will not answer any question from a shareholder (i) if to do so would interfere unduly with the preparation for the AGM or involve the disclosure of confidential information, (ii) if the answer has already been given on a website in the form of an answer to a question, or (iii) if it is undesirable in the interests of the Company or the good order of the AGM that the question be answered.
• 1. As at 2 November 2021 (being the latest practicable date prior to the publication of this Notice of AGM the Company's issued share capital consisted of 172,692,226 ordinary shares, carrying one vote each, of which 90,637 ordinary shares are held in treasury by the Company and the Company is not permitted to exercise the voting rights in respect of those shares. Therefore, the total voting rights in the Company as at 2 November 2021 were 172,601,589.
• 1. The contents of this notice of meeting, a copy of the Company's articles of association showing the proposed changes, details of the total voting rights that shareholders are entitled to exercise at the AGM and, if applicable, any shareholders' statements, shareholders' resolutions or shareholders' matters of business received by the Company after the date of this notice will be available on the Company's website (https://investors.kinandcarta.com/share-information).
• 1. Copies of the Directors' service contracts and letters of appointment with the Company, a copy of the Sharesave Plan, the US ESPP and the 2020 LTIP, and a marked-up version of the new articles of association are available for inspection at the Company's registered office, which is at The Spitfire Building, 71 Collier Street, London N1 9BE, during normal business hours on any weekday (Saturdays, Sundays and England and Wales public holidays excepted) from the date of posting of this document, up to, and including, the date of the AGM and will be available at the place of the AGM from 15 minutes prior to and during the AGM.
• 1. You may not use any electronic address provided in this notice of meeting to communicate with the Company for any purposes other than those expressly stated.

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Summary of principal changes to the Company's articles of association

It is proposed that the Company adopt new articles of association (the 'New Articles') in place of the current articles (the 'Current Articles') which were adopted in 2009 and amended in September 2021.

The principal changes in the New Articles are summarised below. They are intended to reflect developments in market practice, certain legal and regulatory changes and provide additional flexibility where this is considered appropriate.

In addition, the Company has taken the opportunity to incorporate amendments of a more minor, technical or clarifying nature which are not summarised below. These seek to modernise the language in the document, remove provisions in the Current Articles which duplicate English company law and clarify how certain provisions should operate.

No changes are proposed to the amendments made to the Current Articles in relation to the Company's commitment to responsible business practices, which were adopted following a general meeting of the Company on 21 September 2021.

Share certificates

The New Articles (Article 13) confirm that share certificates are sent at the member's risk.

Sales of shares over which the Company has a lien and forfeited shares

The New Articles contain additional detail in relation to the procedures for the sale of shares over which the Company has a lien because it is only partly paid-up (Article 16) and for the sale of shares which have been forfeited because a call on amounts unpaid on those shares remains unpaid (Article 26).

Transmission of shares

The provisions in relation to the transmission of shares in the New Articles clarify, amongst other things, that persons receiving shares by transmission shall only have the rights of a shareholder after the relevant transferee gives notice of their entitlement to the Company (Articles 37 and 38).

Disclosure of interests

The New Articles clarify that, if a shareholder fails to comply with a section 793 notice, the sanctions continue to apply to the relevant shares after they are transferred. The New Articles also extend the circumstances in which a person will have failed to comply with a section 793 notice to include circumstances where the Company knows (or has reasonable cause to believe) that information provided in response to a section 793 notice is incorrect or incomplete (Article 39).

Untraced members

The process of selling shares belonging to shareholders who remain untraced for over 12 years has been modernised in the New Articles (Article 40) to bring them into line with current market practice. The changes include removing the requirement for notices in relation to untraced shareholders to be published in a national newspaper (notices must still be sent to the registered address or last known address of the shareholder). The Company is also required to use reasonable steps to trace the untraced shareholder, for example, using a professional asset reunification company or other tracing agent.

Amendments have also been made to the process of the sale of shares of untraced members. The obligation to obtain the "best price reasonably obtainable" for such shares has been deleted in the New Articles, and proceeds of sale of the share(s) will be forfeited by the shareholder with no further right to claim the proceeds, if such proceeds remain unclaimed for a period of 12 years from the date the shares were sold.

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General meetings

The New Articles provide that the Company may hold 'hybrid' general meetings (including annual general meetings) in such a way that enables members to attend and participate in the business of the meeting by attending a physical location or by attending by means of an electronic facility (Article 46). Voting at hybrid meetings will, by default, be decided on a poll. Hybrid meetings may be adjourned in the event of a technological failure. The Directors consider it prudent to obtain the flexibility to hold hybrid meetings. The provision does not permit virtual-only or electronic-only general meetings to be convened.

A number of clarifying changes have also been made to the provision in relation to satellite/multi-venue meetings (Article 54).

The New Articles include a new power for the Directors to postpone a meeting after notice of that meeting has been sent but before the meeting is held (Article 45). This power is intended to provide flexibility in the event of difficulties arising prior to the meeting being held, for example, if there are issues in relation to the meeting venue or facilities.

The provisions in relation to adjourning a general meeting in the New Articles have also been updated (Article 56). The changes include clarifying that the same meeting may be adjourned more than once, and that the date and time to which a meeting is adjourned does not need to be specified at the relevant meeting.

A number of other modernising or consequential amendments have been made to the provisions in the New Articles in relation to general meetings.

Directors of the Company

In line with the requirements of the UK Corporate Governance Code, the New Articles require Directors to require and seek re-election at each annual general meeting of the Company (Article 84). This reflects existing Company practice.

The provisions in relation to the termination of a Director's appointment have also been modernised, in particular to reflect changes in law (Article 88).

The provisions in relation to Directors' remuneration have been amended to create a single aggregate limit for remuneration to Directors who do not hold executive office (Article 99). This new aggregate limit (up to £500,000 per annum) does not increase the cumulative total of the individual limits set out in the Current Articles (up to £100,000 per annum per Non-Executive Director). This amendment has been made to simplify this provision and reflect developments in market practice. Directors' remuneration will continue to be paid in accordance with the Directors' Remuneration Policy most recently approved by shareholders.

A number of other more minor and consequential amendments have been made to the New Articles in relation to Director appointments, alternate Directors and Directors' Conflicts of Interests.

Dividends

The New Articles give the Board greater flexibility to determine the appropriate method(s) by which it pays dividends to shareholders (Article 117). This flexibility will help the Board take account of developments in market practice and keep down the administrative cost of making payments. The New Articles also provide that where a payment cannot be made because a shareholder has not provided valid account details or an address to the Company, that amount will be treated as unclaimed until the shareholder provides those details (Article 118). In such case: (i) no trust will arise in relation to such sums; and (ii) no interest will need to be paid on such sums.

The provisions relating to scrip dividends have been updated generally, including to provide greater flexibility for the Directors to determine the terms and conditions of elections to receive scrip dividends (Article 121).

Notices and other communications

Changes are proposed to modernise and clarify the articles relating to the service of notices or documents by the Company (Articles 125 and 126) and to provide the Board with additional flexibility when fixing the record date for notices or documents (Article 127).

Directors' indemnities

The scope and application of the provisions in relation to indemnification by the Company have also been clarified (Article 142).

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Summary of the sharesave plan

1. The Sharesave Plan is an HM Revenue & Customs ('HMRC') tax-advantaged all-employee save as you earn share option plan governed by relevant statutory provisions. Options under the Sharesave Plan will be granted over ordinary shares in the Company ('Shares').

Administration

1. Options will be granted, and the Sharesave Plan will be administered, by the Board of Directors of the Company (the 'Board'), or a duly authorised committee of the Board.

Eligibility

1. The Sharesave Plan will be open to all employees of the Company, and any of its subsidiaries which the Board selects for participation, who meet the eligibility criteria ('Eligible Employees'). All Eligible Employees who are chargeable to income tax as a UK resident must be invited to participate.

Savings arrangements

1. Eligible Employees who apply for an option under the Sharesave Plan must enter into HMRC approved savings arrangements. Under these arrangements, the Eligible Employee will agree to make monthly savings contributions of a fixed amount within statutory limits (currently up to a maximum of £500). Shares may only be acquired on the exercise of the option using the repayment of accrued savings and interest under the savings arrangements. Such repayment may be taken as including any bonus (interest) payable, if any, under the savings arrangements if the Board so decides.

Exercise price

1. The price payable for each Share under an option will be determined by the Board at grant provided that it must not be less than 80 per cent of the market value of a Share at the time of grant.

Exercise of options

1. An option may not normally be exercised until the participant has completed making contributions under his savings arrangements (which will be either three or five years from the date of entering into those savings arrangements) and then the option will be capable of exercise for not more than six months thereafter.

Leavers

• 1. Options will normally lapse where the participant ceases to hold office or employment with the Group. Options will not lapse where the cessation of office or employment with the Group is due to death, injury, disability, redundancy, retirement, the transfer of the participant's employment in connection with a business sale, or the company with which the participant holds office or employment ceasing to be a member of the Group (a 'Good Leaver').
• 1. Where a participant ceases employment for a Good Leaver reason, the option will be capable of exercise, for a period of six months from the date of cessation (or 12 months in the case of death), only to the extent of accrued savings and interest, if any, to the date of exercise.

Corporate actions

• 1. Options may be exercised in the event of a change of control, a court sanctioning a compromise or arrangement of the Company, or a winding-up of the Company. In such circumstances, options may be exercised, for a period of up to six months, to the extent of accrued savings and interest, if any, to the date of exercise.
• 1. In the event of a change of control of the Company, an acquiring company may offer a roll-over into an option over shares in the acquiring company, subject to complying with relevant statutory requirements.

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Timing of grant of awards

1. Invitations for options may only be made within a period of six weeks following the date of announcement by the Company of its results for any period (or as soon as practicable thereafter if the Company is restricted from being able to make invitations during such period). Sharesave invitations may also be made following the publication of a new prospectus in relation to certified Sharesave savings arrangements.

Non-transferable and non-pensionable

1. Options are non-transferable, save to personal representatives following death, and do not form part of pensionable earnings.

Plan limits

• 1. Shares may be newly issued, transferred from treasury or market purchased for the purposes of the Sharesave Plan.
• 1. Options may not be granted under the Sharesave Plan on terms capable of being satisfied by newly issued shares where to do so would cause the number of Shares which may be issued pursuant to outstanding awards or options granted within the previous 10 years under the Sharesave Plan and any other employees' share scheme adopted by the Company, when added to the number of Shares issued for the purpose of any such awards and options, to exceed 10 per cent (or, if Resolution 13 is passed, 12.5 per cent.) of the Company's ordinary share capital in issue immediately prior to the proposed date of grant.
• 1. These limits do not include rights to Shares which have been released, lapsed or otherwise become incapable of exercise or vesting.
• 1. Treasury shares will count as new issue shares for the purpose of these limits for so long as institutional investor bodies consider that they should be so counted.

Variation of capital

1. The number of Shares subject to options and the option exercise price may be adjusted, in such manner as the Board may determine, following any variation of share capital of the Company.

Alterations

1. The Board may amend the rules of the Sharesave Plan as it considers appropriate, subject to any relevant legislation, provided that no modification may be made which confers any additional advantage on participants relating to eligibility, plan limits, the basis of individual entitlement, the exercise price payable for the acquisition of Shares and the provisions for the adjustment of options without prior shareholder approval, except in relation to amendments which are minor amendments to benefit the administration of the Sharesave Plan, to take account of a change in legislation, or to obtain or maintain favourable tax, exchange control or regulatory treatment for participants or the Company (or other Group companies).

Overseas plans

1. The Sharesave Plan contains a provision which permits the Board to establish further plans for the benefit of overseas Eligible Employees based on the Sharesave Plan but modified as necessary or desirable to take account of overseas tax, exchange control or securities laws. Any new Shares issued under such plans would count towards the individual and overall plan limits outlined above.

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