KIN AND CARTA PLC — Proxy Solicitation & Information Statement 2021

Aug 19, 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.

19 August 2021

Letter from the Chairman of Kin and Carta plc

Dear Shareholder

PROPOSED AMENDMENT TO THE ARTICLES OF ASSOCIATION OF KIN AND CARTA PLC TO CONFIRM OUR COMMITMENT TO RESPONSIBLE BUSINESS PRACTICES

1. Introduction

A general meeting ('General Meeting') of Kin and Carta plc (the 'Company') will be convened at 2.30pm on Tuesday, 21 September 2021 at The Spitfire Building, 71 Collier Street, London N1 9BE, to consider a resolution to amend the Company's articles of association ('Articles') as set out in the notice of general meeting (the 'Notice') on page 5 of this document.

I am writing to give you further details of the business to be put to the General Meeting and to explain why your Board considers it to be in the best interests of the Company.

Social responsibility is an integral part of how the Company and its subsidiaries (together 'Kin + Carta' or the 'Group') operate. This is reflected in our purpose: to build a world that works better for everyone. Our purpose demonstrates our commitment to adopting a "triple bottom line" approach to running our business where we seek to balance considerations around people, profit and the planet. We believe that adopting socially responsible business practices makes us a better business, for our people, our clients, our shareholders and our communities. Our people are key to our business, and we believe that being a diverse, inclusive and socially responsible business allows us to attract and retain high-calibre people who share our values and who want to work in a business which seeks to build a world that works better for everyone through the products and services we provide for our clients.

In the Company's annual report and accounts published last year, we stated our ambition to progress with B Corp certification across the Group and to achieve certification by the end of 2021. B Corp certification is an independent and internationally recognised responsible business framework which we have used as a framework to guide and validate our approach. Companies that receive B Corp certification are independently assessed as meeting the highest standards of verified social and environmental performance, public transparency and legal accountability to balance profit and purpose. B Corp certification is a form of external accreditation and does not lead to a change in the legal form or status of the Company.

The Group's Americas companies, Kin and Carta U.S. and its Argentinian subsidiary, received B Corp certification earlier this year, with certification of the Group's European subsidiaries expected in September 2021. The directors are now proposing that the Company itself seeks certification as a B Corp to further validate our approach to social responsibility. It is currently anticipated that the Company will achieve B Corp certification by the end of 2021, subject to meeting the requirements for B Corp certification (including shareholder approval of the proposed amendment to the Articles). Upon receipt of certification, the Company is expected to become the first company currently listed on the London Stock Exchange to certify as a B Corp.

Therefore, to formalise and reflect the current responsible business operating model of the Company, and to achieve B Corp certification (which includes a "legal requirement" to amend the articles of association to include a commitment to a triple bottom line approach to business), the Company is proposing to amend its Articles to include specified wording committing to a "triple bottom line" approach to business and directors' decision making. The purpose of the General Meeting is to seek shareholder approval for that amendment to the Company's Articles.

Kin and Carta plc 11 Soho Street Soho London W1D 3AD

020 7928 8844 kinandcarta.com

Registered in England and Wales No. 1552113

Registered office: 11 Soho Street Soho London W1D 3AD

Letter from the Chairman of Kin and Carta plc

2. Our commitment to responsible business practices

The Board is committed to ensuring that Kin + Carta operates in a socially responsible way, ensuring that corporate social responsibility is reflected in our business practices and that we have a positive impact on the environment in which we live and work, and on our stakeholders. In 2019 we outlined our triple bottom line initiative, seeking to ensure that decision making across our businesses incorporated due consideration for people, profit and the planet. We also set our long term goal of achieving B Corp certification for our businesses in order to provide structure, focus and external validation for our triple bottom line business aspirations.

We continually review our activities and practices with a view to enhancing our positive impact and have used the B Corp certification framework to identify and make changes across our organisation in the key responsible business areas of governance, our people, our communities, the environment and the impact of our work with clients. Recent activities and initiatives that we have undertaken to enhance our socially responsible business practices include:

• the implementation of a new, comprehensive inclusion, diversity, equity and awareness (IDEA) strategy, including the roll out of gender and people of colour leadership acceleration programmes;
• the development and introduction of additional responsible business policies, including a new Code of Ethics, a Supplier Code of Conduct, an Environmental and Social Risk Policy for Client and Partner Engagements, and an Ethical and Sustainable Procurement Policy, each designed to provide clarity and governance on how we conduct our business responsibly;
• the establishment of new zero waste to landfill, carbon neutral and net zero carbon goals, along with the commencement of regional planning to achieve these targets by 2023 or, in the case of our net zero carbon goal, by 2027;
• the establishment of local and global philanthropy committees to facilitate effective community and charitable involvement. For example, this led to Kin + Carta Europe selecting a new charity partner earlier this year who provide a coding school for refugees and disadvantaged people; and
• the identification of new responsible business key performance indicators and targets, to be measured from 2021 onwards.

The directors believe that by implementing socially responsible business practices, including those outlined above, and adopting a triple bottom line approach, Kin + Carta will be a better business, leading to benefits across the organisation as well as for our shareholders and stakeholders. The directors believe that the benefits of this approach include:

• enhancing our competitiveness and growth prospects by differentiating Kin + Carta from its competitors;
• enabling us to demonstrate our environmental, social and governance credentials to our clients, suppliers and other stakeholders;
• helping us attract and retain people who share our values and want to have a positive impact on the world around them and so want to work in a business like ours; and
• facilitating innovative service delivery to our clients.

In addition to these benefits, the directors believe that achieving B Corp certification for the Company will give further confidence to our shareholders and stakeholders as to the Company's responsible business practices through assessment against an independent and internationally recognised responsible business framework.

In order to achieve B Corp certification in the UK, a company must complete the B Impact Assessment which is designed to help measure and manage a company's positive impact on its workers, community, customers and environment. The assessment considers the impact of a company's day-to-day operations and its business model. Responses to the assessment result in a numeric score and to achieve B Corp certification, a minimum verified total score of 80 across all impact areas must be achieved. In addition, a company must satisfy the "legal requirement" by including a commitment to a triple bottom line approach to business within its articles of association.

Letter from the Chairman of Kin and Carta plc

3. What is the proposed change to the Company's Articles and what effect will it have?

To formalise the Company's approach to responsible business, and to meet the "legal requirement" in order to become a certified B Corp, at this General Meeting shareholders are being asked to approve an amendment to the Company's Articles to include a commitment to a triple bottom line approach to business, in a prescribed form. By embedding and strengthening the extent to which the stakeholder factors can and should be taken into account by directors in addition to consideration of shareholder interests, the prescribed wording goes beyond what is currently required by companies and their directors pursuant to section 172 of the Companies Act 2006 (the 'Companies Act').

The proposed amendment to the Company's Articles, which reflects the B Corp prescribed language, provides that:

• the objects of the Company are defined as being to promote the success of the Company, (i) for the benefit of its members (that is, its shareholders) as a whole; and (ii) through its business and operations, to have a material positive impact on society and the environment, taken as a whole;
• when considering in good faith what is most likely to promote the success of the Company in achieving the objects set out above, a director must have regard (amongst other matters) to certain stakeholder interests, being:
• − the likely consequences of any decision in the long term and the impact any such decision may have on any affected stakeholders;
• − the interests of the Company's employees;
• − the need to foster the Company's business relationships with suppliers, customers and others;
• − the impact of the Company's operations on the community and the environment and on affected stakeholders;
• − the desirability of the Company maintaining a reputation for high standards of business conduct and the impact this has on affected stakeholders; and
• − the need to act fairly as between members of the Company;
• for the purposes of a director's duty to act in the way he or she considers, in good faith, most likely to promote the success of the Company, a director shall not be required to regard the benefit of any particular stakeholder interest or group of stakeholder interests as more important than any other; and
• the directors prepare an impact report each year containing an analysis of the impact the Company's business has had so as to enable shareholders to understand the way in which the Company has promoted its success for the benefit of its members as a whole and, through its business and operations, sought to have a material positive impact on society and the environment, taken as a whole.

The effect of this amendment is to change the legal framework for directors' duties and decision making that currently applies to the Company by elevating consideration of the impact on society and the environment in the context of decision making, seeking to ensure that the Company has an overall material positive impact in these areas, such that those matters and stakeholder interests are considered in the same manner as shareholders' interests. The directors are accountable to shareholders through an annual impact report that they will be required to produce to demonstrate, and enable shareholders to assess, how the directors have performed their duty as set out in the amended Articles.

The practical effect of the proposed amendment is to formalise the Company's existing commitment to responsible business culture and practices by explicitly embedding into the Articles a requirement that directors adopt such practices as part of their decision making processes. It is also consistent with the increasing focus on responsible business practices and behaviours by companies in the UK, and further afield, through initiatives such as the UK Green Finance Strategy, the EU Sustainable Finance Action Plan and the revised UK Stewardship Code.

This amendment to the Articles is being proposed as a special resolution and in order to be passed, must be approved by a majority of not less than three-quarters of members or their proxies voting on the resolution. If passed, the amendment to the Articles would take effect immediately. The amendment to the Articles is not conditional on the Company obtaining B Corp certification.

Letter from the Chairman of Kin and Carta plc

4. Action required

Any amendment to the Company's Articles must be approved by a special resolution of the Company's shareholders in a general meeting. You are therefore being asked to vote on the resolution set out in the Notice to amend the Company's Articles.

I would encourage you to vote on the resolution to be considered at the General Meeting by submitting your instructions electronically at www.kinandcarta-shares.co.uk or by completing a hard copy form of proxy and returning it to the Company's registrars, Link Group, as soon as possible. The completion and return of the form of proxy will not prevent you from attending the General Meeting and voting in person if you wish to do so.

To be valid for the meeting, your electronic instructions or completed proxy form must be received by Link Group, the Company's registrars, no later than 2.30pm on Friday, 17 September 2021, being 48 hours before the time of the General Meeting (excluding non-working days).

Reducing paper and improving efficiency wherever possible in communications with shareholders is important to the Company, in line with our commitment to responsible business and focus on digital. Shareholders were notified of our intention to no longer send hard copy proxy cards to shareholders unless specifically asked to do so, such that the primary mechanism for appointing a proxy is online via the Kin + Carta share portal, www.kinandcarta-shares.co.uk. If you would like to request a hard copy proxy card, please contact the registrars' helpline: calls from the UK 0871 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.

5. Questions

The directors are keen to ensure that shareholders are able to put questions to the directors and receive responses to those questions before the General Meeting. If you have any specific questions on the business of the General Meeting, please submit your questions ahead of the meeting by e-mail to cosec@kinandcarta.com or by post c/o The Company Secretary, Kin and Carta plc, 11 Soho Street, Soho, London W1D 3AD. Please include your Shareholder Reference Number along with your question. Questions received by 5.00pm on Friday, 10 September 2021 will be answered by the Company by 5.00pm on Wednesday, 15 September 2021. Responses will be published on the Company's website: https://investors.kinandcarta.com/share-information. Any questions received by the Company after 5.00pm on Friday, 10 September 2021 will be answered as soon as practicable (which may be following the General Meeting).

6. General meeting arrangements and Covid-19

As at the date of this letter, we are able to conduct the General Meeting as an in person meeting. We will be following applicable guidance and best practice in connection with the General Meeting 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 to and attend the General Meeting in person and reminds shareholders that, as described in paragraph 4 above, they are able to appoint a proxy (which may be the Chairman of the General Meeting) to vote on their behalf at the General Meeting.

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

7. Recommendation

Your Board considers the resolution will promote the success of the Company and is in the best interests of the Company and its shareholders as a whole. The directors unanimously recommend that you vote in favour of the resolution as they intend to do in respect of their own beneficial holdings.

Yours sincerely

John Kerr Chairman 19 August 2021

Notice of General Meeting

NOTICE IS HEREBY GIVEN that a general meeting ('General Meeting') of Kin and Carta plc (the 'Company') is to be convened on Tuesday, 21 September 2021 at 2.30pm at The Spitfire Building, 71 Collier Street, London N1 9BE to consider and, if thought fit, to pass the following resolution, which will be proposed as a special resolution:

SPECIAL RESOLUTION

• 1. THAT the Company's articles of association be amended to include the following text as a new Article 1A:
• 1A (1) The objects of the Company are to promote the success of the Company:
• (i) for the benefit of its members as a whole; and
• (ii) through its business and operations, to have a material positive impact on (a) society and (b) the environment,

taken as a whole.

• (2) A director must act in the way he or she considers, in good faith, most likely to promote the success of the Company in achieving the objects set out in paragraph (1) of this Article 1A above, and in doing so shall have regard (amongst other matters) to:
• (a) the likely consequences of any decision of the directors in the long term and the impact any such decision may have on any affected stakeholders;
• (b) the interests of the Company's employees;
• (c) the need to foster the Company's business relationships with suppliers, customers and others;
• (d) the impact of the Company's operations on the community and the environment and on affected stakeholders;
• (e) the desirability of the Company maintaining a reputation for high standards of business conduct and the impact this has on affected stakeholders; and
• (f) the need to act fairly as between members of the Company,

(together, the matters referred to above shall be defined for the purposes of this Article 1A as the "Stakeholder Interests" and each a "Stakeholder Interest").

• (3) For the purposes of a director's duty to act in the way he or she considers, in good faith, most likely to promote the success of the Company, a director shall not be required to regard the benefit of any particular Stakeholder Interest or group of Stakeholder Interests as more important than any other.
• (4) Nothing in this Article 1A express or implied, is intended to or shall create or grant any right or any cause of action to, by or for any person (other than the Company).
• (5) The directors of the Company shall, for each financial year of the Company, prepare and circulate to its members an impact report. The impact report shall contain a balanced and comprehensive analysis of the impact the Company's business has had, in a manner proportionate to the size and complexity of the business. The impact report shall contain such detail as is necessary to enable the members to have an understanding of the way in which the Company has promoted its success for the benefit of its members as a whole and, through its business and operations, sought to have a material positive impact on society and the environment, taken as a whole. If the Company is also required to prepare a strategic report under the Companies Act 2006, the Company may choose to publish the impact report as part of its strategic report and in accordance with the requirements applying to the strategic report.

By order of the Board

Daniel Fattal Company Secretary

19 August 2021

Kin and Carta plc Registered number: 1552113

Registered office: 11 Soho Street, Soho London W1D 3AD

Notes

• 1. A shareholder of the Company entitled to vote at the General Meeting is entitled to appoint one or more proxies to exercise all or any of his rights to vote at the General Meeting 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 must vote as you instruct and must attend the General Meeting for your vote to be counted. Your proxy need not be a shareholder of the Company. Where you appoint someone other than the Chairman as your proxy, you are responsible for ensuring they attend the General Meeting 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 the helpline: calls from the UK 0871 664 0300 and calls from overseas +44 (0) 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, 10th Floor, Central Square, 29 Wellington Street, Leeds LS1 4DL so that they are received no later than 2.30pm on Friday, 17 September 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 2.30pm on Friday, 17 September 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: calls from the UK 0871 664 0300 and calls from overseas +44 (0) 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. If you wish to appoint the Chairman 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 (whose phone number is given in note 3 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 General Meeting 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, 10th Floor, 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

Notes

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.

• 1. A shareholder of the Company which is a corporation may authorise a person or persons to act as its representative(s) at the General Meeting. 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 vote at the General Meeting 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 48 hours (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 vote at the meeting.
• 1. In relation to both questions submitted in advance of the General Meeting using the method set out in the Chairman's letter and any questions which may be asked by shareholders attending the General Meeting 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 General Meeting 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 General Meeting that the question be answered.
• 1. The contents of this notice of meeting, a copy of the Company's articles of association showing the proposed changes, the total voting rights that shareholders are entitled to exercise at the General Meeting, and, if applicable, documentation required to be made available under the Companies Act 2006 will be available on the Company's website (https://investors.kinandcarta.com/share-information). A copy of the Company's articles of association showing the proposed changes will also be available for inspection 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 General Meeting.
• 1. As at 13 August 2021 (being the latest practicable date prior to the publication of this Notice of General Meeting) the Company's issued share capital consisted of 172,545,721 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 13 August 2021 were 172,455,084.
• 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.