THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. PART II (EXPLANATORY STATEMENT) OF THIS DOCUMENT COMPRISES AN EXPLANATORY STATEMENT IN COMPLIANCE WITH SECTION 897 OF THE COMPANIES ACT 2006.

This Document contains a proposal which, if implemented, will result in the cancellation of the listing of Kin and Carta Shares on the Official List and of trading of Kin and Carta Shares on the London Stock Exchange’s Main Market for listed securities.

If you are in any doubt as to the contents of this Document or the action you should take, you are recommended to seek your own financial advice immediately from your stockbroker, bank manager, solicitor, accountant or other independent financial adviser authorised under the Financial Services and Markets Act 2000, if you are in the United Kingdom, or from another appropriately authorised independent financial adviser if you are taking advice in a territory outside the United Kingdom.

If you sell or have sold or otherwise transferred all of your Kin and Carta Shares, please send this Document together with the accompanying documents (other than documents or forms personal to you) at once to the purchaser or transferee, or to the stockbroker, bank or other agent through whom the sale or transfer was effected, for transmission to the purchaser or transferee. However, such documents should not be forwarded, distributed or transmitted (in whole or in part) in or into or from any jurisdiction in which such act would constitute a violation of the relevant laws of such jurisdiction. If you sell or have sold or otherwise transferred only part of your holding of Kin and Carta Shares, you should retain these documents and contact the stockbroker, bank or other agent through whom the sale or transfer was effected. If you have recently purchased or otherwise been transferred Kin and Carta Shares in certificated form, notwithstanding receipt of this Document from the transferor, you should contact Link Group using the relevant contact details set out below to obtain personalised Forms of Proxy.

The release, publication or distribution of this Document and/or any accompanying documents (in whole or in part), directly or indirectly, in or into or from jurisdictions other than the United Kingdom may be restricted by the laws of those jurisdictions and therefore persons into whose possession this Document comes should inform themselves about, and observe, any such restrictions. Failure to comply with any such restrictions may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Acquisition disclaim any responsibility or liability for the violation of such restrictions by person.

Neither this Document nor any of the accompanying documents do or are intended to constitute or form part of any offer or invitation to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities or the solicitation of any vote or approval in relation to the Acquisition or the Scheme or otherwise, in any jurisdiction in which such offer, invitation or solicitation is unlawful. This Document is not a prospectus or prospectus equivalent document.

Recommended Cash Acquisition

Kin and Carta plc ("Kin and Carta")

Kelvin UK Bidco Limited ("Bidco")

(a newly formed company owned indirectly by funds advised by Apax Partners LLP ("Apax"))

to be effected by means of a Scheme of Arrangement

under Part 26 of the Companies Act 2006

This Document (including all information incorporated into this Document by reference to another source) should be read as a whole and in conjunction with the Forms of Proxy. Your attention is drawn to Part I (Letter from the Chair of Kin and Carta) of this Document which contains the unanimous recommendation of the Kin and Carta Directors that you vote in favour of the Scheme at the Court Meeting and the Special Resolution to be proposed at the General Meeting. A letter from Citi explaining

the Scheme appears in Part II (Explanatory Statement) of this Document and constitutes an explanatory statement in compliance with section 897 of the Companies Act.

Notices of the Court Meeting and the General Meeting, both of which will be held at The Spitfire Building, 71 Collier Street, London, N1 9BE on 7 December 2023, are set out in Part X (Notice of Court Meeting) and Part XI (Notice of General Meeting), respectively, of this Document. The Court Meeting will start at 2:00 p.m. on that date and the General Meeting at 2:15 p.m. or as soon thereafter as the Court Meeting is concluded or adjourned.

The action to be taken by Kin and Carta Shareholders and Scheme Shareholders is set out on pages 12 to 15 (Action to be taken) and at paragraph 18 of Part II (Explanatory Statement) of this Document.

Kin and Carta Shareholders are asked to complete and return the enclosed BLUE and YELLOW Forms of Proxy (or appoint a proxy electronically or online as referred to in this Document) in accordance with the instructions printed thereon as soon as possible, but in any event so as to be received by Kin and Carta's registrars, Link Group, not later than 48 hours before the relevant Meeting (excluding any part of such 48 hour period falling on a day that is not a working day or, in the case of any adjournment, not later than 48 hours before the time fixed for the adjourned Meeting). Kin and Carta Shareholders who hold Kin and Carta Shares in CREST may also appoint a proxy using CREST or Proxymity following the instructions set out in the Forms of Proxy and this Document.

In the case of the Court Meeting, if the BLUE Form of Proxy for the Court Meeting is not lodged by 2:00 p.m. on 5 December 2023, it may be presented in person to the chair of the meeting or a Link Group representative who will be present at the Court Meeting, any time prior to the commencement of the Court Meeting (or any adjournment thereof).

In the case of the General Meeting, if the YELLOW Form of Proxy for the General Meeting is not lodged by 2:15 p.m. on 5 December 2023 (by post or transmission of a proxy appointment or voting instruction online, through CREST or Proxymity or by any other procedure described in this Document), it will be invalid. Kin and Carta Shareholders who hold Kin and Carta Shares in CREST may also appoint a proxy using CREST or online by following the instructions set out in the Forms of Proxy and on pages 12 to 15 (Action to be Taken) of this Document. If you are an institutional investor you may also be able to appoint a proxy electronically via the Proxymity platform (refer to pages 12 to 15 (Action to be Taken) of this Document).

Kin and Carta Shareholders are strongly encouraged to appoint "the Chair of the meeting" as their proxy.

Any changes to the arrangements for the Court Meeting and the General Meeting will be communicated to Scheme Shareholders and Kin and Carta Shareholders before the Meetings through Kin and Carta's website at https://investors.kinandcarta.com and by announcement through a Regulatory Information Service.

Court Meeting and General Meeting

Further details regarding attending the Court Meeting and General Meeting and the appointment of a proxy for each relevant Meeting, are set out on pages 12 to 15 (Action to be Taken) of this Document.

It is important that, for the Court Meeting in particular, as many votes as possible are cast so that the Court may be satisfied that there is a fair representation of Scheme Shareholder opinion. Whether or not you intend to attend and/or vote at the Meetings, you are therefore strongly urged to complete, sign and return your Forms of Proxy or transmit a proxy instruction (either electronically or through CREST or Proxymity) as soon as possible.

The completion and return of the Forms of Proxy by post (or transmission of a proxy appointment or voting instruction online, through CREST or Proxymity or by any other procedure described in this Document) will not prevent you from attending, speaking and voting at the Court Meeting or the General Meeting, or any adjournment of either, if you are entitled to and wish to do so.

If you have any questions about this Document, the Court Meeting or the General Meeting, or are in any doubt as to how to complete the Forms of Proxy or to submit your proxies electronically or online, please contact Kin and Carta's registrars, Link Group, via email at [email protected] or by calling the Shareholder Helpline on 0371 664 0321 from within the UK or on +44 371 664 0321 if calling from outside the UK. Lines are open between 9:00 a.m. and 5:30 p.m. Monday to Friday (except public holidays in England and Wales). Calls from outside the UK will be charged at the applicable international rate. Please note that calls

may be monitored or recorded and Link Group cannot provide advice on the merits of the Acquisition or the Scheme or give any financial, legal or tax advice.

Certain terms used in this Document are defined in Part IX (Definitions) of this Document. References to times in this Document are to London, United Kingdom time unless otherwise stated.

Citigroup Global Markets Limited ("Citi"), which is authorised by the Prudential Regulation Authority ("PRA") and regulated by the Financial Conduct Authority ("FCA") and the PRA, is acting as financial adviser for Kin and Carta and for no one else in connection with the matters described in this Document and will not be responsible to anyone other than Kin and Carta for providing the protections afforded to clients of Citi nor for providing advice in connection with the contents of this Document, or any other matters referred to in this Document. Neither Citi nor any of its affiliates, directors or employees owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, consequential, whether in contract, in tort, in delict, under statute or otherwise) to any person who is not a client of Citi in connection with this Document, any statement contained herein or otherwise.

Numis Securities Limited ("Deutsche Numis") which is authorised and regulated by the FCA in the United Kingdom, is acting exclusively for Kin and Carta and no one else in connection with the matters set out in this Document and will not regard any other person as its client in relation to the matters in this Document and will not be responsible to anyone other than Kin and Carta for providing the protections afforded to clients of Deutsche Numis nor for providing advice in relation to any matter referred to in this Document or any transaction or arrangement referred to herein. Deutsche Numis is not responsible for the contents of this Document. Neither Deutsche Numis nor any of its affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Deutsche Numis in connection with this Document, any statement contained herein, any transaction or arrangement referred to herein, or otherwise.

Peel Hunt LLP ("Peel Hunt") which is authorised and regulated by the FCA in the United Kingdom, is acting exclusively for Kin and Carta and no one else in connection with the matters set out in this Document and will not regard any other person as its client in relation to the matters in this Document and will not be responsible to anyone other than Kin and Carta for providing the protections afforded to clients of Peel Hunt nor for providing advice in relation to any matter referred to in this Document or any transaction or arrangement referred to herein. Peel Hunt is not responsible for the contents of this Document. Neither Peel Hunt nor any of its affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Peel Hunt in connection with this Document, any statement contained herein, any transaction or arrangement referred to herein, or otherwise.

Merrill Lynch International ("BofA Securities"), which is authorised by the PRA and regulated by the FCA and the PRA in the United Kingdom, is acting exclusively for Apax and Bidco and for no one else in connection with the matters set out in this Document and will not be responsible to anyone other than Apax and Bidco for providing the protections afforded to its clients or for providing advice in relation to any matter referred to in this Document or any transaction or arrangement referred to herein. Neither BofA Securities, nor any of its affiliates, owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of BofA Securities in connection with this Document, any statement contained herein, any transaction or arrangement referred to herein, or otherwise.

Equiteq Corporate Finance Limited ("Equiteq"), an appointed representative of Frank Investments Limited, who is authorised and regulated by the FCA in the United Kingdom, is acting exclusively for Apax and Bidco and for no one else in connection with this Document and any other matters in connection with it. Equiteq will not be responsible to anyone other than Apax and Bidco for providing the protections afforded to its clients or for providing advice in connection with any matters in connection with this Document. Neither Equiteq, nor any of its affiliates, directors or employees, owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Equiteq in connection with this Document or any statement contained herein or otherwise.

No person has been authorised to give any information or make any representations other than those contained in this Document and, if given or made, such information or representations must not be relied upon

as having been authorised by Kin and Carta, the Kin and Carta Directors, Bidco, the Bidco Directors, Apax Responsible Persons or by Citi, Deutsche Numis, Peel Hunt, BofA Securities, Equiteq or any other person involved in the Acquisition. Neither the delivery of this Document nor holding the Meetings, the Court Sanction Hearing, or filing the Court Order shall, under any circumstances, create any implication that there has been no change in the affairs of the Kin and Carta Group or the Bidco Group since the date of this Document or that the information in, or incorporated into, this Document is correct as at any time subsequent to its date.

IMPORTANT NOTICE

The release, publication or distribution of this Document in or into or from jurisdictions other than the United Kingdom may be restricted by law and therefore any persons who are subject to the laws of any jurisdiction other than the United Kingdom should inform themselves about, and observe, such restrictions. Any failure to comply with the applicable restrictions may constitute a violation of the securities laws of such jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Acquisition disclaim any responsibility or liability for the violation of such restrictions by any person. This Document does not constitute an offer or invitation to purchase or subscribe for any securities or a solicitation of an offer to buy any securities pursuant to this Document or otherwise in any jurisdiction in which such offer or solicitation is unlawful.

The statements contained in this Document are made as at the date of this Document, unless some other time is specified in relation to them, and service of this Document shall not give rise to any implication that there has been no change in the facts set forth in this Document since such date. Nothing in this Document shall be deemed to be a forecast, projection or estimate of the future financial performance of Kin and Carta, the Wider Kin and Carta Group, Bidco or the Wider Bidco Group except where otherwise stated.

The summary of the principal provisions of the Scheme contained in this Document is qualified in its entirety by reference to the Scheme itself, the full text of which is set out in Part IV (Scheme of Arrangement) of this Document. Each Kin and Carta Shareholder is advised to read and consider carefully the text of the Scheme itself. This Document, and in particular the letter from the Chair of Kin and Carta in Part I (Letter from the Chair of Kin and Carta) and the letter from Citi in Part II (Explanatory Statement) of this Document, has been prepared solely to assist Scheme Shareholders in respect of voting on the resolution to approve the Scheme to be proposed at the Court Meeting and to assist Kin and Carta Shareholders in respect of voting on the Special Resolution to be proposed at the General Meeting.

This Document is not a prospectus or prospectus-equivalent document.

Overseas Shareholders

This Document has been prepared in accordance with and for the purpose of complying with English and Welsh law, the Code, the Market Abuse Regulation, the Disclosure Guidance and Transparency Rules and the Listing Rules and information disclosed may not be the same as that which would have been disclosed if this Document had been prepared in accordance with the laws of jurisdictions outside England and Wales.

The availability of the Acquisition to Kin and Carta Shareholders who are not resident in and citizens of the United Kingdom may be affected by the laws of the relevant jurisdictions in which they are located or of which they are citizens. Persons who are not resident in the United Kingdom should inform themselves of, and observe, any applicable legal or regulatory requirements of their jurisdictions. In particular, the ability of persons who are not resident in the United Kingdom to vote their Kin and Carta Shares with respect to the Scheme at the Court Meeting, or to appoint another person as proxy to vote at the Court Meeting on their behalf, may be affected by the laws of the relevant jurisdictions in which they are located. Any failure to comply with the applicable restrictions may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Acquisition disclaim any responsibility or liability for the violation of such restrictions by any person.

Unless otherwise determined by Bidco or required by the Code, and permitted by applicable law and regulation, the Acquisition will not be made available, directly or indirectly, in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction and no person may vote in favour of the Scheme by any such use, means, instrumentality or from within a Restricted Jurisdiction or any other jurisdiction if to do so would constitute a violation of the laws of that jurisdiction. Accordingly, copies of this Document and any formal documentation relating to the Acquisition are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in or into or from any Restricted Jurisdiction where to do so would violate the laws in that jurisdiction, and persons receiving this Document and all such documents relating to the Acquisition (including, without limitation, agents, custodians, nominees and trustees) must not mail or otherwise forward, distribute or send them in or into or from such jurisdictions where to do so would violate the laws in that jurisdiction. Doing so may render invalid any related purported vote in respect of the Acquisition. If the Acquisition is implemented (with the consent of the Panel and subject to and in accordance with the terms of the Co-operation Agreement) by way of a Takeover Offer (unless otherwise permitted by applicable

law and regulation), the Takeover Offer may not be made directly or indirectly, in or into, or by the use of mails or any means or instrumentality (including, but not limited to, facsimile, e-mail or other electronic transmission, telex or telephone) of interstate or foreign commerce of, or of any facility of a national, state or other securities exchange of any Restricted Jurisdiction and the Takeover Offer may not be capable of acceptance by any such use, means, instrumentality or facilities.

The Acquisition shall be subject to, among other things, the applicable requirements of the Code, the Panel, the London Stock Exchange and the FCA.

The statements contained in this Document are not to be construed as legal, business, financial or tax advice.

Additional information for US investors

The Acquisition relates to the shares of an English company and is being made by means of a scheme of arrangement provided for under the laws of England and Wales. A transaction effected by means of a scheme of arrangement is not subject to the tender offer rules or the proxy solicitation rules under the US Exchange Act. Accordingly, the Acquisition is subject to the disclosure requirements and practices applicable in the United Kingdom to schemes of arrangement, which differ from the disclosure requirements of United States tender offer and proxy solicitation rules.

The financial information included in this Document (or, if the Acquisition is implemented by way of a Takeover Offer, the Offer Document) has been prepared in accordance with generally accepted accounting principles applicable in the United Kingdom and thus may not be comparable to financial information of US companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the United States ("US GAAP"). US GAAP differs in significant respects from accounting standards applicable in the United Kingdom.

If Bidco were to exercise its right (with the consent of the Panel and subject to and in accordance with the terms of the Co-operation Agreement) to implement the Acquisition by means of a Takeover Offer and determines to extend the Takeover Offer into the United States, such Takeover Offer would be made in compliance with all applicable United States laws and regulations.

In the event that the Acquisition is implemented by way of a Takeover Offer, in accordance with normal United Kingdom practice and pursuant to Rule 14e-5(b) of the US Exchange Act, Bidco or its nominees, or its brokers (acting as agents), may from time to time make certain purchases of, or arrangements to purchase, shares or other securities of Kin and Carta outside of the US, other than pursuant to the Acquisition, until the date on which the Acquisition becomes Effective, lapses or is otherwise withdrawn. Also, in accordance with Rule 14e-5(b) of the US Exchange Act, BofA Securities will continue to act as exempt principal trader in Kin and Carta Shares on the London Stock Exchange. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices and would comply with applicable law, including the US Exchange Act. Any information about such purchases or arrangements to purchase shall be disclosed as required in the United Kingdom, shall be reported to a Regulatory Information Service and shall be available on the London Stock Exchange website at www.londonstockexchange.com.

Neither the US Securities and Exchange Commission (the "SEC") nor any securities commission of any state of the US nor any other US regulatory authority has approved the Acquisition, passed upon the fairness of the Acquisition or passed upon the adequacy or accuracy of this Document. Any representation to the contrary is a criminal offence in the US.

For the purposes of qualifying for the exemption from the registration requirements of the US Securities Act afforded by Section 3(a)(10) thereof, Kin and Carta will advise the Court that its sanctioning of the Acquisition will be relied upon by Kin and Carta and Bidco as an approval of the Scheme following a hearing on its fairness which all Scheme Shareholders are entitled to attend, in person or through counsel, to support or oppose the sanctioning of the Scheme and with respect to which notification has been given to all such Scheme Shareholders.

The receipt of cash pursuant to the Acquisition by a US holder of Kin and Carta Shares as consideration for the transfer of its Kin and Carta Shares pursuant to the Scheme will likely be a taxable transaction for US federal income tax purposes and may also be a taxable transaction under applicable state and local tax laws, as well as foreign and other tax laws. Each US holder of Kin and Carta Shares is strongly advised to consult an appropriately qualified independent professional adviser immediately regarding the tax consequences of

the Scheme applicable to them, including under applicable United States state and local, as well as overseas and other, tax laws.

Each US holder is urged to consult his, her or its independent professional adviser immediately regarding the tax consequences of the Acquisition.

It may be difficult for US holders of Kin and Carta Shares to enforce their rights and claims arising out of US federal securities laws, since Bidco and Kin and Carta are located in a non-US jurisdiction, and some or all of their officers and directors may be residents of a non-US jurisdiction, and a substantial part of the assets of Kin and Carta are located outside of the US. US holders of Kin and Carta Shares may not be able to sue a non-US company or its officers or directors in a non-US court for violations of US securities laws. Further, it may be difficult to compel a non-US company and its affiliates to subject themselves to a US court's judgement.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Document (including information incorporated by reference in this Document), oral statements made regarding the Acquisition, and other information published by Bidco and Kin and Carta contain statements which are, or may be deemed to be, "forward looking statements". Forward-looking statements are prospective in nature and are not based on historical facts, but rather on current expectations and projections of the management of Bidco and Kin and Carta about future events, and are therefore subject to risks and uncertainties which could cause actual results to differ materially from the future results expressed or implied by the forward-looking statements.

The forward-looking statements contained in this Document include statements relating to the expected effects of the Acquisition on Bidco and Kin and Carta (including their future prospects, developments and strategies), the expected timing and scope of the Acquisition and other statements other than historical facts. Often, but not always, forward-looking statements can be identified by the use of forward-looking words such as "prepares", "plans", "expects" or "does not expect", "is expected", "is subject to", "budget", "projects", "synergy", "strategy", "scheduled", "goal", "estimates", "forecasts", "cost-saving", "intends", "anticipates" or "does not anticipate", or "believes", or variations of such words and phrases or statements that certain actions, events or results "may", "could", "should", "would", "might" or "will" be taken, occur or be achieved. Forward looking statements may include statements relating to the following: (i) future capital expenditures, expenses, revenues, earnings, synergies, economic performance, indebtedness, financial condition, dividend policy, losses and future prospects; (ii) business and management strategies and the expansion and growth of Bidco's, Kin and Carta's, any member of the Bidco Group's or any member of the Kin and Carta Group's operations and potential synergies resulting from the Acquisition; and (iii) the effects of global economic conditions and governmental regulation on Bidco's, Kin and Carta's, any member of the Bidco Group's or any member of the Kin and Carta Group's business.

Although Bidco and Kin and Carta believe that the expectations reflected in such forward-looking statements are reasonable, Bidco and Kin and Carta can give no assurance that such expectations will prove to be correct. By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future. There are a number of factors that could cause actual results and developments to differ materially from those expressed or implied by such forward-looking statements.

These factors include, but are not limited to: the ability to complete the Acquisition; the ability to obtain requisite regulatory and shareholder approvals and the satisfaction of other Conditions on the proposed terms and schedule; changes in the global political, economic, business and competitive environments and in market and regulatory forces; changes in future exchange and interest rates; changes in tax rates; future business combinations or disposals; changes in general economic and business conditions; changes in the behaviour of other market participants; changes in the anticipated benefits from the Acquisition not being realised as a result of changes in general economic and market conditions in the countries in which Bidco and Kin and Carta operate, weak, volatile or illiquid capital and/or credit markets, changes in tax rates, interest rate and currency value fluctuations, the degree of competition in the geographic and business areas in which Bidco and Kin and Carta operate and changes in laws or in supervisory expectations or requirements. Other unknown or unpredictable factors could cause actual results to differ materially from those expected, estimated or projected in the forward-looking statements. If any one or more of these risks or uncertainties materialises or if any one or more of the assumptions proves incorrect, actual results may differ materially from those expected,

estimated or projected. Such forward-looking statements should therefore be construed in the light of such factors. Neither Bidco nor Kin and Carta, nor any of their respective associates or directors, officers or advisers, provides any representation, assurance or guarantee that the occurrence of the events expressed or implied in any forward-looking statements in this Document will actually occur. You are cautioned not to place any reliance on these forward-looking statements.

Other than in accordance with their legal or regulatory obligations, neither Bidco nor Kin and Carta is under any obligation, and Bidco and Kin and Carta expressly disclaim any intention or obligation, to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

Profit forecasts, estimates or quantified financial benefits statements

No statement in this Document is intended as a profit forecast, estimate or quantified financial benefits statement for any period and no statement in this Document should be interpreted to mean that earnings or earnings per share for Kin and Carta for the current or future financial years would necessarily match or exceed the historical published earnings or earnings per share for Kin and Carta.

Dealing and Opening Position Disclosure Requirements

Under Rule 8.3(a) of the Code, any person who is interested in 1 per cent. or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the Offer Period and, if later, following the announcement in which any securities exchange offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3:30 p.m. (London time) on the 10th Business Day following the commencement of the Offer Period and, if appropriate, by no later than 3:30 p.m. (London time) on the 10th Business Day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1 per cent. or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s), save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3:30 p.m. (London time) on the Business Day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).

Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the Offer Period commenced and when any offeror was first identified. You should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

Publication on a website

In accordance with Rule 26.1 of the Code, a copy of this Document and the documents required to be published under Rule 26 of the Code will be made available, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on Kin and Carta's website at https://investors.kinandcarta.com and on Bidco's

website at www.kelvinoffer.com by no later than 12 noon (London time) on the Business Day following the date of this Document.

For the avoidance of doubt, neither the contents of Kin and Carta's website and Bidco's website nor Apax's website nor any website accessible from hyperlinks is incorporated into or forms part of this Document.

Requesting hard copy documents

In accordance with Rule 30.3 of the Code, Kin and Carta Shareholders, persons with information rights and participants in Kin and Carta Share Plans and any other persons to whom this document has been sent, may request a hard copy of this Document (and any such information incorporated in it by reference to another source) by contacting Kin and Carta's receiving agents, Link Group, between 9:00 a.m. and 5:30 p.m. (London time) Monday to Friday (except UK public holidays) on 0371 664 0321 from within the UK or on +44 371 664 0321 if calling from outside the UK or by submitting a request in writing to Link Group, Corporate Actions, Central Square, 29 Wellington Street, Leeds, LS1 4DL. Calls are charged at the standard geographical rate and will vary by provider. Calls outside the United Kingdom will be charged at the applicable international rate. Please note that Link Group cannot provide any financial, legal or tax advice and calls may be recorded and monitored for security and training purposes.

For persons who receive a copy of this Document in electronic form or via a website notification, a hard copy of this Document and any such information incorporated in it by reference to another source will not be sent unless so requested. Such persons may also request that all future documents, announcements and information in relation to the Acquisition be sent to them in hard copy form.

Electronic communications

Please be aware that addresses, electronic addresses and certain information provided by Kin and Carta Shareholders, persons with information rights and other relevant persons for the receipt of communications from Kin and Carta may be provided to Bidco during the Offer Period as requested under Section 4 of Appendix 4 of the Code to comply with Rule 2.11(c) of the Code.

Rounding

Certain figures included in this Document have been subjected to rounding adjustments. Accordingly, figures shown for the same category presented in different tables may vary slightly and figures shown as totals in certain tables may not be an arithmetic aggregation of the figures that precede them.

Incorporation of information by reference into this Document

Part V (Financial and Ratings Information) of this Document sets out which sections of certain documents are incorporated by reference into, and form part of, this Document.

This information is available on Kin and Carta's website at https://investors.kinandcarta.com. Kin and Carta Shareholders may request a hard copy of such documents incorporated by reference. A copy of any such documents or information incorporated by reference will not be sent to such persons unless requested, free of charge, by calling Kin and Carta's receiving agents, Link Group between 9:00 a.m. and 5:30 p.m. (London time) Monday to Friday (except UK public holidays) on 0371 664 0321 from within the UK or on +44 371 664 0321 if calling from outside the UK or by writing to Link Group, Corporate Actions, Central Square, 29 Wellington Street, Leeds, LS1 4DL, stating your name, and the address to which the hard copy should be sent. You will not receive a hard copy of this information unless you so request. Calls are charged at the standard geographical rate and will vary by provider. Calls outside the UK will be charged at the applicable international rate. Please note that Link Group cannot provide any financial, legal or tax advice and calls may be recorded and monitored for security and training purposes.

Time

All times shown in this Document are London times, unless otherwise stated.

General

If you are in any doubt about the contents of this Document or the action you should take, you are recommended to seek your own independent financial advice immediately from your stockbroker, bank manager, solicitor, accountant or from an independent financial adviser duly authorised under the Financial

Services and Markets Act 2000 if you are a resident in the UK or, if not, from another appropriate authorised independent financial adviser.

This Document is dated 9 November 2023.

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ACTION TO BE TAKEN ... 12
EXPECTED TIMETABLE OF PRINCIPAL EVENTS ... 16
PART I LETTER FROM THE CHAIR OF KIN AND CARTA ... 18
PART II EXPLANATORY STATEMENT ... 29
PART III CONDITIONS TO THE IMPLEMENTATION OF THE SCHEME AND TO THE ACQUISITION ... 47
PART IV SCHEME OF ARRANGEMENT ... 61
PART V FINANCIAL AND RATINGS INFORMATION ... 69
PART VI UNITED KINGDOM TAXATION ... 70
PART VII ADDITIONAL INFORMATION FOR OVERSEAS SHAREHOLDERS ... 72
PART VIII ADDITIONAL INFORMATION ON KIN AND CARTA AND BIDCO ... 75
PART IX DEFINITIONS ... 92
PART X NOTICE OF COURT MEETING ... 103
PART XI NOTICE OF GENERAL MEETING ... 107

ACTION TO BE TAKEN

For the reasons set out in this Document, the Kin and Carta Directors, who have been so advised by Citi as to the financial terms of the Acquisition, consider the terms of the Acquisition to be fair and reasonable. In providing its financial advice to the Kin and Carta Directors, Citi has taken into account the commercial assessments of the Kin and Carta Directors. Citi is providing independent financial advice to the Kin and Carta Directors for the purposes of Rule 3 of the Code.

Accordingly, in order to implement the Acquisition, the Kin and Carta Directors unanimously recommend that you vote in favour of the Scheme at the Court Meeting and the Special Resolution proposed at the General Meeting, as those Kin and Carta Directors who hold Kin and Carta Shares have irrevocably undertaken to do in respect of their own beneficial holdings of Kin and Carta Shares, and that you take the action described below.

These pages should be read in conjunction with the rest of this Document and, in particular, paragraph 18 of Part II (Explanatory Statement) of this Document and the notices of the Court Meeting and the General Meeting at the end of this Document.

Any changes to the arrangements for the Court Meeting and the General Meeting will be communicated to Scheme Shareholders and Kin and Carta Shareholders before the Meetings, including through Kin and Carta's website at https://investors.kinandcarta.com and by announcement through a Regulatory Information Service.

DOCUMENTS

Please check you have received the following:

a BLUE Form of Proxy for use in respect of the Court Meeting to be held on 7 December 2023;
a YELLOW Form of Proxy for use in respect of the General Meeting to be held on 7 December 2023; and
a pre-paid envelope for use in the UK only for the return of the BLUE Form of Proxy and the YELLOW Form of Proxy.

If you have not received all of these documents please contact the Company's registrars, Link Group, via email at [email protected] or by calling the Shareholder Helpline on 0371 664 0321 or on +44 371 664 0321 if calling from outside the UK. Lines are open between 9:00 a.m. and 5:30 p.m. Monday to Friday (except public holidays in England and Wales). Calls are charged at the standard geographical rate and will vary by provider. Calls from outside the UK will be charged at the applicable international rate. Please note that calls may be monitored or recorded and Link Group cannot provide advice on the merits of the Acquisition or the Scheme or give any financial, legal or tax advice.

VOTING AT THE COURT MEETING AND THE GENERAL MEETING

IT IS IMPORTANT THAT, FOR THE COURT MEETING IN PARTICULAR, AS MANY VOTES AS POSSIBLE ARE CAST SO THAT THE COURT MAY BE SATISFIED THAT THERE IS A FAIR REPRESENTATION OF SCHEME SHAREHOLDER OPINION. WHETHER OR NOT YOU INTEND TO ATTEND THE MEETINGS, YOU ARE THEREFORE STRONGLY ENCOURAGED TO SIGN AND RETURN YOUR FORMS OF PROXY OR APPOINT AN ELECTRONIC OR CREST OR PROXYMITY PROXY AS SOON AS POSSIBLE AND, IN ANY EVENT, BY NO LATER THAN 2:00 P.M. ON 5 DECEMBER 2023 IN THE CASE OF THE COURT MEETINGS AND BY 2:15 P.M. ON 5 DECEMBER 2023 IN THE CASE OF THE GENERAL MEETING (OR IN THE CASE OF ANY ADJOURNMENT, NOT LATER THAN 48 HOURS BEFORE THE TIME FIXED FOR THE HOLDING OF THE ADJOURNED MEETING).

The Scheme will require approval at a meeting of Scheme Shareholders convened with the permission of the Court to be held at The Spitfire Building, 71 Collier Street, London, N1 9BE at 2:00 p.m. on 7 December 2023. Implementation of the Scheme will also require approval of the Special Resolution relating to the Acquisition to be proposed at the General Meeting. The General Meeting will be held at the same place as the Court Meeting at 2:15 p.m. on 7 December 2023 (or as soon thereafter as the Court Meeting concludes or is adjourned). Notices of the Meetings are set out at Part X (Notice of Court Meeting) and Part XI (Notice of General Meeting), respectively, of this Document. If the Scheme becomes Effective, it will be binding on all

Scheme Shareholders, including any Scheme Shareholders who did not vote or who voted against the Scheme at the Court Meeting.

Scheme Shareholders and Kin and Carta Shareholders are strongly encouraged to submit proxy appointments and instructions for the Court Meeting and the General Meeting as soon as possible, using any of the methods (by post, online or electronically through CREST or Proxymity) set out below.

Kin and Carta Shareholders are entitled to appoint a proxy in respect of some or all of their Kin and Carta Shares and may also appoint more than one proxy, provided that each proxy is appointed to exercise the rights attached to a different Kin and Carta Share or Kin and Carta Shares held by such holder. Kin and Carta Shareholders who wish to appoint more than one proxy in respect of their holding of Kin and Carta Shares should contact Link Group for further Forms of Proxy or photocopy the Forms of Proxy as required.

The completion and return of the Forms of Proxy by post (or transmission of a proxy appointment or voting instruction online, through CREST or Proxymity, or by any other procedure described in this Document) will not prevent you from attending and voting at the Court Meeting or the General Meeting, if you are entitled to and wish to do so.

(a) Sending Forms of Proxy by post

Please complete and sign the Forms of Proxy in accordance with the instructions printed on them and return them to Link Group, the Company's registrars, by post to Link Group, PXS 1, Central Square, 29 Wellington Street, Leeds, LS1 4DL, so as to be received as soon as possible and in any event not later than the relevant times set out below:

BLUE Form of Proxy for the Court Meeting 2:00 p.m. on 5 December 2023

YELLOW Form of Proxy for the General Meeting 2:15 p.m. on 5 December 2023

or, if in either case the Meeting is adjourned, so that the relevant Form of Proxy is received not later than 48 hours (excluding any part of such 48 hour period falling on a day that is not a working day) before the time fixed for the adjourned Meeting.

What if I miss the deadline mentioned above?

If the BLUE Form of Proxy for the Court Meeting is not lodged by the relevant time, it may be presented in person to the chair of the meeting or a Link Group representative who will be present at the Court Meeting, any time prior to the commencement of the Court Meeting (or any adjournment thereof).
If the YELLOW Form of Proxy for the General Meeting is not lodged by the relevant time, it will be invalid.

(b) Online appointment of proxies

Forms of Proxy may alternatively be submitted electronically by logging on to the following website https://www.signalshares.com and following the instructions there. For an electronic proxy appointment to be valid, the appointment must be received by Link Group not later than 48 hours (excluding any part of such 48 hour period falling on a day that is not a working day) before the time fixed for the relevant Meeting (as set out in paragraph 2(a) above) or any adjournment thereof. Full details of the procedure to be followed to appoint a proxy electronically are given on the website.

What if I miss the deadline mentioned above?

In the case of the Court Meeting only, if the electronic proxy appointment is not received by this time, the BLUE Form of Proxy may be presented in person to the chair of the meeting or to a Link Group representative who will be present at the Court Meeting, any time prior to the commencement of the Court Meeting (or any adjournment thereof).
In the case of the General Meeting only, if the electronic proxy appointment is not received by this time, it will be invalid.

(c) Electronic appointment of proxies through CREST or Proxymity or otherwise

If you hold Kin and Carta Shares in uncertificated form through CREST and wish to appoint a proxy or proxies for the Court Meeting or the General Meeting (or any adjourned Meeting) by using the CREST electronic proxy appointment service, you may do so by using the procedures described in the CREST Manual (please also refer to the accompanying notes to the notices of the Meetings set out in Part X (Notice of Court Meeting) and Part XI (Notice of General Meeting) of this Document). CREST personal members or other CREST sponsored members, and those CREST members who have appointed any 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 or instruction made using the CREST service to be valid, the appropriate CREST message (a "CREST Proxy Instruction") must be properly authenticated in accordance with the specifications of Euroclear and must contain the information required for such instructions as described in the CREST Manual. The message (regardless of whether it constitutes the appointment of a proxy or an amendment to the instructions given to a previously appointed proxy, must, in order to be valid, be transmitted so as to be received by Link Group (ID: RA10)) not later than 48 hours (excluding any part of such 48 hour period falling on a day that is not a working day) before the time fixed for the relevant Meeting (as set out in paragraph 2(a) above) or any adjournment thereof. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp applied to the message by the CREST Applications Host) from which Link Group are able to retrieve the message by enquiry to CREST in the manner prescribed by CREST.

If you are an institutional investor, you may also be able to appoint a proxy electronically via the Proxymity platform, a process which has been agreed by the Company and approved by Link Group, the Company's registrars. For further information regarding Proxymity, please go to www.proxymity.io. Your proxy must be lodged by 2:00 p.m. on 5 December 2023 for the Court Meeting and by 2:15 p.m. on 5 December 2023 for the General Meeting in order to be considered valid or, if the meeting is adjourned, by the time which is 48 hours before the time of the adjourned meeting (excluding any part of such 48 hour period falling on a day that is not a working day). Before you can appoint a proxy via this process you will need to have agreed to Proxymity's associated terms and conditions. It is important that you read these carefully as you will be bound by them and they will govern the electronic appointment of your proxy. An electronic proxy appointment via the Proxymity platform may be revoked completely by sending an authenticated message via the platform instructing the removal of your proxy vote.

What if I miss the deadline mentioned above?

In the case of the Court Meeting only, if the CREST or Proxymity proxy or instruction is not received by this time, the BLUE Form of Proxy may be presented in person to the chair of the meeting or a Link Group representative who will be present at the Court Meeting, any time prior to the commencement of the Court Meeting (or any adjournment thereof).
In the case of the General Meeting only, if the CREST or Proxymity proxy or instruction is not received by this time, it will be invalid.

CREST members and, where applicable, their CREST sponsors or voting service providers should note that Euroclear does not make available special procedures in CREST for any particular messages. Normal system timings and limitations will therefore apply in relation to the input of CREST Proxy Instructions. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST personal member or sponsored member or has appointed any voting service provider(s), to procure that his/her CREST sponsor or voting service provider(s) take(s)) such action as shall be necessary to ensure that a message is transmitted by means of the CREST system by any particular time. For further information on the logistics of submitting messages in CREST, CREST members and, where applicable, their CREST sponsors or voting service providers are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings.

Kin and Carta may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5)(a) of the CREST Regulations.

Please note that any electronic communication found to contain a computer virus or other malware will not be accepted.

KIN AND CARTA SHARE PLANS

Participants in the Kin and Carta Share Plans will be contacted separately around the date of this Document regarding the effect of the Scheme on their rights under the Kin and Carta Share Plans. A summary of the effect of the Scheme on outstanding awards and options under the Kin and Carta Share Plans is set out in paragraph 8 of Part II (Explanatory Statement) of this Document.

SHAREHOLDER HELPLINE

If you have any questions about this Document, the Court Meeting or the General Meeting, or are in any doubt as to how to complete the Forms of Proxy or to submit your proxies electronically or online, please contact Kin and Carta's receiving agents, Link Group, by calling the Shareholder Helpline on 0371 664 0321 from within the UK or on +44 371 664 0321 if calling from outside the UK. Lines are open between 9:00 a.m. and 5:30 p.m. Monday to Friday (except public holidays in England and Wales). Calls are charged at the standard geographical rate and will vary by provider. Calls from outside the UK will be charged at the applicable international rate. Please note that calls may be monitored or recorded and Link Group cannot provide advice on the merits of the Acquisition or the Scheme or give any financial, legal or tax advice.

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

The following indicative timetable is based on Kin and Carta's and Bidco's current expected dates for the implementation of the Scheme and is subject to change. If any of the dates and/or times in this expected timetable change, the revised dates and/or times will be notified to Kin and Carta Shareholders by announcement through the Regulatory Information Service of the London Stock Exchange.

Event	Time and/or date^{(1)}
Publication of this Document	9 November 2023
Latest time for lodging Forms of Proxy for the:
Court Meeting ((BLUE) Form of Proxy)	2:00 p.m. on 5 December 2023^{(2)}
General Meeting ((YELLOW) Form of Proxy)	2:15 p.m. on 5 December 2023^{(3)}
Voting Record Time	6:00 p.m. on 5 December 2023^{(4)}
Court Meeting	2:00 p.m. on 7 December 2023
General Meeting	2:15 p.m. on 7 December 2023^{(5)}
The following dates and times associated with the Scheme are subject to change and will depend on, among other things, the date on which: (i) the Conditions to the Scheme are satisfied or, if capable of waiver, waived, (ii) the Court sanctions the Scheme and (iii) the Court Order(s) sanctioning the Scheme are delivered to the Registrar of Companies. Kin and Carta will give adequate notice of any changes to these dates and times, when known, by issuing an announcement through a Regulatory Information Service, with such announcement being made available on Kin and Carta's website at https://investors.kinandcarta.com. Further updates and changes to these times will be notified in the same way. See also note (1).
Court Sanction Hearing	As soon as reasonably practicable after Bidco confirms the satisfaction or waiver of the Conditions and in any event prior to the Long Stop Date ("D")
Last day for dealings in, and for the registration of transfers of, Kin and Carta Shares	D+1 Business Day
Scheme Record Time	6:00 p.m. on D+1 Business Day
Disablement of CREST in respect of Kin and Carta Shares	6:00 p.m. on D+1 Business Day
Suspension of listing of, and dealings in, Kin and Carta Shares	by 7:30 a.m. on D+2 Business Days
Effective Date of the Scheme^{(6)}	D+2 Business Days
Cancellation of listing and admission to trading of Kin and Carta Shares	by 7:30 a.m. on D+3 Business Days
Latest date for despatch of cheques and crediting of CREST accounts and processing electronic transfers for cash consideration due under the Scheme	within 14 days of the Effective Date
Long Stop Date^{(7)}	19 August 2024

(1) The dates and times given are indicative only and are based on current expectations and are subject to change (including as a result of changes to the regulatory timetable).

References to times are to London, United Kingdom time unless otherwise stated. If any of the times and/or dates above change, the revised times and/or dates will be notified to Kin and Carta Shareholders by announcement through a Regulatory Information Service and, if required by the Panel, notice of the change(s) will be sent to Kin and Carta Shareholders and other persons with information rights.

Participants in the Kin and Carta Share Plans will be contacted separately to inform them of the effect of the Scheme on their rights under the Kin and Carta Share Plans, including details of any appropriate proposals being made and dates and times relevant to them.

(2) It is requested that the BLUE Form of Proxy for the Court Meeting be lodged not later than 48 hours prior to the time appointed for the Court Meeting or, if the Court Meeting is adjourned, 48 hours prior to the time fixed for any adjourned Court Meeting (excluding any part of such 48 hour period falling on a day that is not a working day). If the BLUE Form of Proxy for the Court Meeting is not lodged by 2:00 p.m. on 5 December 2023, it may be presented in person to the chair of the meeting or to a Link Group representative who will be present at the Court Meeting, any time prior to the commencement of the Court Meeting (or any adjournment thereof).

(3) In order to be valid, the YELLOW Form of Proxy for the General Meeting must be lodged not later than 2:15 p.m. on 5 December 2023 or, if the General Meeting is adjourned, 48 hours prior to the time fixed for the adjourned General Meeting (excluding any part of such 48 hour period falling on a day that is not a working day). The YELLOW Form of Proxy cannot be handed to the chair of the General Meeting or to the Link Group representative at the General Meeting and will be invalid if submitted after the deadline.

(4) If either the Court Meeting or the General Meeting is adjourned, the Voting Record Time for the relevant adjourned meeting will be 6:00 p.m. on the day which is two Business Days prior to the date of the adjourned Meeting.

(5) To commence at 2:15 p.m. or as soon thereafter as the Court Meeting concludes or is adjourned.

(6) Kin and Carta expects that, subject to the satisfaction (or, where applicable, waiver) of the Conditions in Part III (Conditions to the Implementation of the Scheme and to the Acquisition) of this Document, the Scheme will become Effective during the first quarter of 2024.

(7) This is the latest date by which the Scheme may become Effective. However, the Long Stop Date may be extended to such later date as may be agreed by Kin and Carta and Bidco (with the Panel's consent and as the Court may approve (if such consent and/or approval is required)) or if the Panel requires an extension to the Long Stop Date pending final determination of an issue under section 3(g) of Appendix 7 of the Takeover Code.

PART I

LETTER FROM THE CHAIR OF KIN AND CARTA

Kin and Carta plc
The Spitfire Building, 71 Collier Street
London, England
N1 9BE
(Incorporated in England and Wales with registered number 01552113)

Directors:

John Kerr (Chair)
Kelly Manthey (Chief Executive Officer)
Chris Kutsor (Chief Financial Officer and Chief Operating Officer)
Nigel Pocklington (Senior Independent Director)
David Bell (Independent Non-Executive Director)
Maria Gordian (Independent Non-Executive Director)
Michele Maher (Independent Non-Executive Director)

9 November 2023

To the holders of Kin and Carta Shares and, for information only, to holders of awards and options under the Kin and Carta Share Plans and persons with information rights.

Dear Shareholder,

RECOMMENDED CASH ACQUISITION OF KIN AND CARTA GROUP PLC BY KELVIN UK BIDCO LIMITED

1. INTRODUCTION

On 18 October 2023, the boards of directors of Kin and Carta and Bidco announced that they had reached agreement on the terms and conditions of a recommended cash acquisition pursuant to which Bidco will acquire the entire issued, and to be issued, share capital of Kin and Carta. Bidco is a newly formed company owned indirectly by the Apax Funds. The Acquisition is intended to be effected by means of a scheme of arrangement under Part 26 of the Companies Act.

I am writing to you today, on behalf of the Kin and Carta Directors, to set out the background to the Acquisition and the reasons why the Kin and Carta Directors consider the terms of the Acquisition to be fair and reasonable. The Kin and Carta Directors are unanimously recommending that you vote in favour of the Scheme at the Court Meeting and in favour of the Special Resolution to be proposed at the General Meeting, as those Kin and Carta Directors who hold Kin and Carta Shares have irrevocably undertaken to do in respect of their own beneficial holdings of Kin and Carta Shares which, in aggregate, amount to 1,274,856 Kin and Carta Shares (representing approximately 0.7 per cent. of the issued share capital of Kin and Carta as at the Latest Practicable Date). I also draw your attention to the letter from Citi set out in Part II (Explanatory Statement) of this Document which gives

details about the Acquisition and to the additional information set out in Part VIII (Additional Information on Kin and Carta and Bidco) of this Document.

In order to approve the terms of the Acquisition, the required majority of Scheme Shareholders will need to vote in favour of the Scheme at the Court Meeting and the required majority of Kin and Carta Shareholders will need to vote in favour of the Special Resolution to be proposed at the General Meeting (as set out in paragraph 10 of Part II (Explanatory Statement) of this Document). The Court Meeting and the General Meeting are to be held at The Spitfire Building, 71 Collier Street, London, N1 9BE on 7 December 2023 at 2:00 p.m. and 2:15 p.m. (or immediately after the conclusion of the Court Meeting), respectively. In addition, the Scheme will require the subsequent sanction of the Court.

Details of the actions you should take are set out in paragraph 18 of Part II (Explanatory Statement) of this Document. The recommendation of the Kin and Carta Directors is set out in paragraph 13 of this letter.

2. SUMMARY OF THE TERMS OF THE ACQUISITION

Under the terms of the Acquisition, which is subject to the Conditions and further terms set out in Part III (Conditions to the Implementation of the Scheme and to the Acquisition) of this Document, Scheme Shareholders at the Scheme Record Time will be entitled to receive:

110 pence in cash for each Scheme Share (the "Offer Price")

The Acquisition values the entire issued and to be issued share capital of Kin and Carta at approximately £203 million on a fully diluted basis and implies an enterprise value of Kin and Carta of £240.8 million or 12.8x multiple of Kin and Carta's adjusted EBITDA for the twelve months ended 31 July 2023. The Offer Price represents a premium of approximately:

41 per cent. to the Closing Price of 78 pence per Kin and Carta Share on 17 October 2023 (being the last Business Day before the commencement of the Offer Period);
41 per cent. to the volume-weighted average price of 78 pence per Kin and Carta Share for the three-month period ended 17 October 2023 (being the last Business Day before the commencement of the Offer Period); and
51 per cent. to the volume-weighted average price of 73 pence per Kin and Carta Share for the six-month period ended 17 October 2023 (being the last Business Day before the commencement of the Offer Period).

The Kin and Carta Shares will be acquired pursuant to the Acquisition fully paid and free from all liens, charges, equities, encumbrances, rights of pre-emption and any other interests of any nature whatsoever and together with all rights attaching thereto, including without limitation voting rights and the right to receive and retain in full all dividends and other distributions (if any) announced, declared, made or paid with a record date on or after the Effective Date.

3. BACKGROUND TO AND REASONS FOR THE RECOMMENDATION

Kin and Carta has transformed from its heritage as a publishing company founded in 1964 in St Ives, to a pure-play DX consultancy delivering connected outcomes for clients through digital innovation, cloud modernisation, data enablement and digital optimisation.

The Kin and Carta Group has undergone significant change to unify a collection of acquired boutique consultancies into a coherent and focused organisation. In the last three years this change has included: the disposals of Edit, Relish, Incite, Pragma and Hive; the acquisitions of Forecast Data, Melon and Frakton, Loop, Datorium (which owns Octain, an artificial intelligence ("AI") platform that enhances Kin and Carta's data and AI services), Spire Digital and Cascade Data Labs; the implementation of a new go-to-market strategy; the evolution of the client base to focus on high quality customers; the expansion into new markets in Colombia, Bulgaria, Kosovo and North Macedonia through the creation of nearshore delivery centres in those jurisdictions and the strategic growth of its data and artificial intelligence capabilities and technology partner relationships.

Whilst the Kin and Carta Board is pleased with the progress made and believes Kin and Carta is strategically positioned to benefit from the DX market opportunity following its repositioning, it also recognises there are several challenges in achieving its standalone strategy.

Within the context of the DX competitor landscape, Kin and Carta is a relatively small-scale player. In order to compete successfully in the future, the Kin and Carta Board believes that Kin and Carta will need to expand its capabilities, resources and access to capital in a way which is challenging to achieve on a standalone basis. Additionally, as seen over the last 12 months, there continue to be significant market headwinds across the DX industry driven by hesitance among enterprise clients to commit to large programmes of work in the current macro environment, which impacts Kin and Carta's future new business growth. This in turn has resulted in significant volatility in the Company's financial performance, share price, and ability to execute on its strategy. Finally, whilst Kin and Carta has successfully grown its client base in recent years, it remains relatively concentrated such that any 'churn' within this revenue base can have a material impact on the profitability of the Kin and Carta Group, given the size of the business today. Please see paragraph 8 of this Part I (Letter from the Chair of Kin and Carta) of this Document for information on Kin and Carta's current trading and outlook.

Whilst the Kin and Carta Board continues to believe in the standalone prospects of Kin and Carta, including the strength of its operational management team, the Kin and Carta Board acknowledges the benefits of Kin and Carta being a private company supported by Apax and the Apax Funds and benefitting from Apax's significant experience in supporting and growing global digital consulting businesses and its Operational Excellence Practice.

During its discussions with Apax, Kin and Carta was also engaged in discussions with several other parties. Following these discussions, the Kin and Carta Board concluded that this offer from Bidco provides Kin and Carta Shareholders with a compelling opportunity to realise their investment in cash today at a price that fairly represents both the future opportunities and risks inherent in the business and delivery of Kin and Carta's strategy.

In considering the terms of the Acquisition and determining whether the Offer Price reflects an appropriate valuation of Kin and Carta and its future prospects, as well as the above factors, the Kin and Carta Board considers that it represents an opportunity for Kin and Carta Shareholders to realise their investment in Kin and Carta for cash at a fair and reasonable value, in particular given the low levels of liquidity in the trading volumes and the significant volatility in the price of Kin and Carta's Shares. The Kin and Carta Board believes the certain value represented by the Acquisition is a superior outcome for Kin and Carta Shareholders compared to continuing to pursue the independent strategy of Kin and Carta.

In particular, the Offer Price represents a premium of:

41 per cent. to the Closing Price of 78 pence per Kin and Carta Share on 17 October 2023 (being the last Business Day before the commencement of the Offer Period);

41 per cent. to the volume-weighted average price of 78 pence per Kin and Carta Share for the three-month period ended 17 October 2023 (being the last Business Day before the commencement of the Offer Period); and
51 per cent. to the volume-weighted average price of 73 pence per Kin and Carta Share for the six-month period ended 17 October 2023 (being the last Business Day before the commencement of the Offer Period).

The Acquisition values Kin and Carta's entire issued, and to be issued, ordinary share capital at approximately £203 million on a fully diluted basis and implies an enterprise value of Kin and Carta of £240.8 million or 12.8x multiple of Kin and Carta's adjusted EBITDA for the twelve months ended 31 July 2023.

As a certified B Corp, and in accordance with Kin and Carta's constitution and their statutory duties, the Kin and Carta Directors have taken into account the interests of all stakeholders in their evaluation of the Acquisition.

Accordingly, in addition to the financial terms of the Acquisition, the Kin and Carta Directors have also considered Apax's stated intentions for the business, management, employees, pension schemes and other stakeholders of Kin and Carta. The Kin and Carta Board is encouraged and reassured by Apax's confirmation that it attaches great importance to the skills, experience and commitment of the Kin and Carta management team and employees and that Apax is committed to fully support management in continuing to execute their strategic vision and plans.

The Kin and Carta Board is pleased to note that Apax intends to support Kin and Carta in maintaining its B Corp status following completion of the Acquisition.

Accordingly, following careful consideration of the above factors, the Kin and Carta Directors intend to recommend unanimously the Acquisition to Kin and Carta Shareholders as set out in paragraph 13 below.

4. IRREVOCABLE UNDERTAKINGS

Bidco has received irrevocable undertakings from each of the Kin and Carta Directors that hold Kin and Carta Shares to vote in favour of the Scheme at the Court Meeting and the Special Resolution to be proposed at the General Meeting, in respect of a total of 1,274,856 Kin and Carta Shares, representing approximately 0.7 per cent. of Kin and Carta's share capital in issue as at the Latest Practicable Date.

Following the end of the closed period to which Kin and Carta was subject under Article 19(11) of the Market Abuse Regulation upon the publication of Kin and Carta's preliminary results statement for the financial year ended 31 July 2023 on 2 November 2023, each of the Kin and Carta Directors who hold Kin and Carta Shares gave a supplemental irrevocable undertaking (in case the Acquisition is implemented by way of a Takeover Offer in accordance with the terms of the Co-operation Agreement) to accept or procure the acceptance of a Takeover Offer in respect of their own holdings of Kin and Carta Shares.

Further details of these irrevocable undertakings, including the circumstances in which they may lapse, are set out in paragraph 5 of Part VIII (Additional Information on Kin and Carta and Bidco) of this Document. Copies of the irrevocable undertakings are available on Kin and Carta's website at https://investors.kinandcarta.com and will remain on display until the end of the Offer Period.

5. BACKGROUND TO AND REASONS FOR THE ACQUISITION

Apax views Kin and Carta as a high-quality business with a strong platform in the DX sector, particularly in view of its impressive roster of blue-chip enterprise customers, recognised brand and

capabilities in key areas of the sector. Apax considers that the Company is led by an experienced management team, with a clear vision and strategy for the future direction of the business.

However, the changing economic backdrop has highlighted the importance of scale and diversification in the DX sector. Apax believes that as a private company Kin and Carta will be better placed to make the investments necessary to position the business for long-term success.

Apax believes it is well positioned to support Kin and Carta's next phase of growth given its significant experience and track record within this sector. Apax intends to provide operational expertise, and the Apax Funds intend to provide capital, to support the business in order to accelerate growth both organically and inorganically to continue building scale in key areas. A partnership with Apax and the Apax Funds away from the public markets is expected to improve the potential for value creation compared to the status quo as a listed business and better position the Company to create long-term value for the benefit of customers, employees and other stakeholders.

6. DIRECTORS, MANAGEMENT, EMPLOYEES, PENSIONS, RESEARCH AND DEVELOPMENT AND LOCATIONS

Strategic plans for Kin and Carta

As set out in paragraph 5 above, Bidco believes that the Acquisition has a compelling strategic rationale.

Following completion of the Acquisition, Bidco intends to work with Kin and Carta management to complete a full evaluation of the Kin and Carta Group and its strategy, delivery capabilities, operations and organisational structure. The evaluation will focus on all aspects of the business and the opportunities available to it, including:

identifying existing and new growth and development opportunities;
value enhancing investments with the aim of expanding the scope and scale of Kin and Carta's capabilities;
assessing potential acquisitions that could help improve the competitive position of the business; and
continuing the transformation and simplification of the Kin and Carta business that management have been pursuing over the past several years, and considering any potential additional actions to further this project, including a review of third party spend.

Bidco believes it is well-suited to support Kin and Carta as a DX player. Apax and the Apax Funds will provide Kin and Carta with the strategic, tactical and financial resources required to support the management team's efforts in exploring growth opportunities and expanding its offering to customers.

Employees and management

Bidco attaches great importance to the skills, experience and commitment of the Kin and Carta management and employees and believes that they will be fundamental to maximising the long-term success of Kin and Carta. Bidco is committed to fully support management in continuing to execute their strategic vision and plans.

Bidco confirms that, following the Acquisition becoming Effective, the existing statutory and contractual rights and terms and conditions of employment of management and employees of the Kin and Carta Group, including in relation to pensions, will be fully safeguarded in accordance with applicable law. Bidco has no intention to make material modifications to the conditions of employment of management or employees of the Kin and Carta Group or in the balance of their skills and functions, unless otherwise agreed upon with the respective employees.

Once Kin and Carta ceases to be a listed company, a limited number of public company-related functions may become unnecessary and therefore be reduced in scope. No proposals have been developed as to how any such reduction will be implemented, but such proposals (if any) will be determined as part of the discussions with Kin and Carta management following the Acquisition becoming Effective.

Bidco intends to support management in their efforts to continue to improve systems and processes as well as simplify the business to improve the scalability of the cost base. While specific plans or intentions have not been formulated, Bidco expects to derive scale benefits from investments in new systems and processes, as well as continued leverage of margin-efficient nearshore opportunities. Following the Acquisition, Bidco does not intend to make a material reduction in headcount of the Kin and Carta Group. If other opportunities for optimisation of Kin and Carta's cost base are identified, where possible and appropriate, individuals in affected roles may be offered alternative roles within Kin and Carta.

Upon the Acquisition becoming Effective, all of the non-executive directors of Kin and Carta will resign and from that point will cease to be directors of Kin and Carta.

Incentivisation and retention arrangements

Bidco believes that the ongoing participation of senior management of Kin and Carta is very important to the future success of Kin and Carta. As described above, Bidco intends to review the management, governance and incentive structure of Kin and Carta following the Acquisition becoming Effective. Save as described below, Bidco has not entered into, nor has it had discussions on the terms of, any form of incentivisation arrangements with members of Kin and Carta's management and has no intention of entering into such discussions before the Effective Date, but may have discussions and enter into such discussions with certain members of the Kin and Carta management team following the Effective Date.

Bidco has agreed that, conditional upon the Scheme becoming Effective, Kin and Carta may, as soon as practicable following the Effective Date, grant cash awards (the "Rollover Retention Awards") to Kin and Carta employees (including the Kin and Carta Executive Directors) who hold awards granted under the LTIP 2020 in the financial years ended 31 July 2022 and 31 July 2023 (the "FY22 and FY23 LTIP Awards") and who remain in employment with the Kin and Carta Group on the date of grant of such Rollover Retention Awards.

The value of each participant's Rollover Retention Award will be equivalent to the number of Kin and Carta Shares which do not vest on the Court Sanction Hearing Date under the corresponding FY22 and FY23 LTIP Awards multiplied by the Offer Price. The Rollover Retention Awards will vest and be paid on the date that is six months following the Effective Date and will only be forfeited if the individual ceases employment with the Kin and Carta Group due to resignation or dismissal for reasons of misconduct or underperformance before such date.

Further, in order to promote the retention of certain Kin and Carta employees (including the Kin and Carta Executive Directors), Bidco has agreed that Kin and Carta may grant cash bonuses to such employees as soon as practicable following the Effective Date, at levels to be determined by the Kin and Carta Board (the "Retention Awards"). For the Kin and Carta Executive Directors, a Retention Award would not exceed the value of the shares which do not vest under their LTIP awards which are due to vest in November 2023. The Retention Awards will vest and be paid as to 50 per cent. on the date that is six months following the Effective Date and as to the remainder on the date that is 12 months following the Effective Date and will only be forfeited if the individual ceases employment with the Kin and Carta Group due to resignation or dismissal for reasons of misconduct or underperformance before such dates.

Pensions

There are no plans to make any changes to any defined contribution scheme(s) operated by Kin and Carta.

Bidco recognises the importance of upholding Kin and Carta's legacy defined benefit pension scheme obligations and ensuring that its legacy pension scheme, the St Ives Pension Scheme (the "DB Scheme"), is appropriately funded in accordance with legal requirements (including statutory and regulatory requirements and those under the DB Scheme's governing documents). The DB Scheme has been closed to future accrual of benefits since 2008. Bidco has held initial discussions with the trustees of the DB Scheme with a view to agreeing steps that would ensure the trustees can be confident the DB Scheme will be well supported following the Acquisition.

Bidco does not intend to make any changes to the current employer pension contribution arrangements, the accrual of benefits for existing members or the rights of admission of new members.

Intentions in respect of Kin and Carta's B Corp status

Bidco recognises the importance that Kin and Carta places on being a certified B Corp, being the first publicly traded business on the London Stock Exchange to gain this accreditation. Bidco intends to support Kin and Carta maintaining its B Corp status following completion of the Acquisition.

Headquarters, locations, fixed assets and research and development

Bidco does not intend to change the locations of business or the headquarters of Kin and Carta beyond any ordinary course changes planned by the current management of Kin and Carta. Bidco does not intend to redeploy any fixed assets of Kin and Carta.

Kin and Carta does not currently have a research and development function and Bidco has no plans in this regard.

Trading facilities

Kin and Carta Shares are currently listed on the Official List and admitted to trading on the London Stock Exchange. As set out in Part II (Explanatory Statement) of this Document, applications will be made for the cancellation of the listing of Kin and Carta Shares on the Official List and the cancellation of trading of Kin and Carta Shares on the London Stock Exchange, in each case with effect from or shortly after the Effective Date. It is further intended that dealings in Kin and Carta Shares will be suspended by 7:30 a.m. on the second Business Day after the Court Sanction Hearing and that Kin and Carta will be re-registered as a private company as soon as practicable on or following the Effective Date.

Statements

No statements in this paragraph 6 constitute "post-offer undertakings" for the purposes of Rule 19.5 of the Code.

7. KIN AND CARTA SHARE PLANS

Details of the arrangements proposed to be implemented in relation to the Kin and Carta Share Plans in connection with the Acquisition are set out in paragraph 8 of Part II (Explanatory Statement) of this Document.

8. KIN AND CARTA CURRENT TRADING AND OUTLOOK

On 2 November 2023, Kin and Carta published its preliminary results statement for the year ended 31 July 2023, a copy of which can be found on Kin and Carta's website at https://investors.kinandcarta.com, which contains the following information on current trading and outlook:

"Financial Review Table"

	Year to 31 July 2023)	Year to 31 July 2022 (restated)²
Revenue	£195.9m	£197.1m
Net revenue	£192.0m	£190.3m
Adjusted operating profit³	£18.5m	£22.4m
Adjusted operating margin³	9.6%	11.8%
Adjusted profit before tax³	£15.8m	£20.6m
Adjusted basic earnings per share³	8.7p	10.8p
Net bank debt	(£20.0m)	(£0.5m)
Statutory operating loss	(£19.3m)	(£14.1m)
Statutory net loss before tax	(£20.7m)	(£15.6m)
Statutory basic loss per share	(10.8p)	(8.0p)

Financial Review (all comments from continuing operations¹)

Net revenue of £192.0 million from continuing operations up 1% year-on-year ("YoY") and down 11% like-for-like⁴ due to macroeconomic challenges
Americas net revenue grew 2% YoY (-8% like-for-like⁴) to £134.8 million, 70% of group
Europe net revenue declined 1% YoY (-16% like-for-like⁴) at £57.2 million, 30% of group
Sales backlog⁵ of £97 million up 1% YoY, sales pipeline of £110 million (FY22: £174 million) down in total, but up on a like-for-like basis which excludes the prior year's two unusually large but low probability opportunities in the UK
Adjusted operating profit of £18.5 million (FY22: £22.4 million) reflecting previously announced market volatility and headwinds
Statutory operating loss of £19.3 million (FY22: loss £14.1 million) driven by non-cash goodwill impairment in the UK and acquisition-related charges of £34.1 million which are recorded as adjusting items
Adjusted EBITDA £22.8 million (FY22: £26.3 million)
Statutory basic loss per share was 10.8p (FY22: 8.0p loss). Adjusted basic earnings per share decreased by 20% from prior year to 8.7p
Adjusted operating cash inflow before working capital, interest and tax of £23.9 million (FY22: inflow of £26.0 million)
Statutory operating cash outflow before working capital, interest and tax of £1.1 million (FY22: inflow of £19.2 million). Reduction driven by FY23 acquisition-related deemed remuneration payments of £16.2 million (FY22: nil) and cost associated with FY23 customer litigation of £3.6 million (FY22: £0.4 million)
Net debt for bank covenant purposes of £21.0 million (FY22: £0.2 million); net debt to adjusted EBITDA ratio 1.04 times (FY22: 0.01 times)

Operational Review

Net revenue from key financial services, public sector, and agriculture industry sectors grew 21% YoY
The Group's client concentration increased year on year. This includes the Company's largest client which comprises 25% of total net revenue compared to 12% in prior year
The market slowed significantly in Q2, presenting fewer new business opportunities as companies scrutinised their project spending. Widespread macroeconomic volatility led to extended sales cycles, cautious client spending, and intense competition
New client wins including America's largest automotive manufacturer, Japanese multinational technology company, S&P 400 automotive group, US National Veterinary Associates and £44.2 million of UK Public Sector contracts
Acceleration of margin efficient nearshore delivery in Latin America and South East Europe to 40% of total delivery headcount
c.£2 million annualised reduction in selling and admin costs improves cost structure
Data & AI proposition scaled as priority launch partner for Google's generative AI platform, and as one of the first businesses to access Microsoft's generative AI platform
Kin + Carta awarded 2023 Google Cloud Industry Solution Services Partner of the Year Award for Retail Digital Growth, and Sustainability Changemaker 2023 Microsoft US Partner of the Year Award
Completion of Forecast Data Services acquisition, deepening data & AI capabilities
Successful execution of Double Materiality Assessment and further ESG improvements
All Consolidated Income Statement measures reflect the results from continuing operations. Discontinued operations in the year to 31 July 2022 include the results of three businesses, Incite, Edit and Relish, which were divested in the period. Refer to note 4 of the Consolidated Financial Statements for details of the discontinued operations.
The results for the year to 31 July 2022 have been restated to reflect the reclassification of share-based payments from adjusted results to adjusting items and the restatement of depreciation on investment property. The latter arose from an accounting policy change to measure investment property using a fair value model which has been applied retrospectively. Refer to note 1 of the Consolidated Financial Statements for further details.
Adjusted results exclude adjusting items to reflect how management assesses and monitors the ongoing financial performance of the Group. Refer to note 3 of the Consolidated Financial Statements for further details.
The impact of retranslating FY23 results at the FY22 average exchange rates and excluding the impact of prior period acquisitions.
Backlog is the value of client awards that have a signed contract, statement of work or an explicit verbal commitment to start work with no further permissions or conditions required. Pipeline is the unweighted value of the qualified and targeted sales funnel and excludes £80 million of large one-off UK opportunities in the prior year with very low probability.

Outlook

New business remains highly competitive in the DX market and sales cycles remain challenging. Volatility continues in enterprise business with macro, social and geopolitical disruption.

As we enter FY24, despite the volatile market, our business has stabilised. Assuming no further material headwinds that would further challenge our smaller scale and client concentration, we expect modest H1'24 growth over H2'23. Whilst visibility of H2'24 is limited, we expect continued modest sequential growth in H2'24. We therefore expect flat to low single digit total net revenue growth in FY24 compared with FY23, which included a strong Q1 2023 performance prior to the market downturn."

Financial information relating to Kin and Carta is set out in Part V (Financial and Ratings Information) of this Document.

9. DIVIDENDS

If, on or after 18 October 2023 and on or prior to the Effective Date, any dividend and/or other distribution and/or other return of capital or value is announced, declared, made or paid or becomes payable in respect of the Kin and Carta Shares, Bidco reserves the right to reduce the consideration payable under the terms of the Acquisition for the Kin and Carta Shares by an amount up to the aggregate amount of such dividend and/or distribution and/or other return of capital or value, in which case any reference in this Document to the consideration payable under the terms of the Acquisition will be deemed to be a reference to the consideration as so reduced. In such circumstances, Kin and Carta Shareholders would be entitled to retain any such dividend, distribution and/or other return of capital or value. Any exercise by Bidco of its rights referred to in this paragraph shall be the subject of an announcement and, for the avoidance of doubt, shall not be regarded as constituting any revision or variation of the terms of the Acquisition or the Scheme.

10. ACTION TO BE TAKEN BY KIN AND CARTA SHAREHOLDERS

Details of the approvals being sought at the Court Meeting and the General Meeting and the action to be taken by Kin and Carta Shareholders and Scheme Shareholders in respect of the Acquisition and the Scheme are set out in paragraph 18 of Part II (Explanatory Statement) of this Document.

Details relating to the cancellation of listing of the Kin and Carta Shares and settlement of the cash consideration offered by Bidco are included in paragraphs 13 and 14 of Part II (Explanatory Statement) of this Document.

11. OVERSEAS SHAREHOLDERS

Overseas holders of Kin and Carta Shares should refer to Part VII (Additional Information for Overseas Shareholders) of this Document, which contains important information relevant to such holders.

12. UNITED KINGDOM TAXATION

Your attention is drawn to Part VI (United Kingdom Taxation) and Part VII (Additional Information for Overseas Shareholders) of this Document, which contain a summary of limited aspects of the UK tax treatment of the Scheme. This summary relates only to the position of certain categories of Kin and Carta Shareholders (as explained further in Part VI (United Kingdom Taxation) and Part VII (Additional Information for Overseas Shareholders) of this Document), does not constitute tax advice and does not purport to be a complete analysis of all potential UK tax consequences of the Scheme.

You are strongly advised to contact an appropriate independent professional adviser immediately to discuss the tax consequences of the Scheme on your particular circumstances, in particular if you are in any doubt about your own taxation position or you are subject to taxation in a jurisdiction other than the United Kingdom.

13. RECOMMENDATION

The Kin and Carta Directors, who have been so advised by Citi as to the financial terms of the Acquisition, consider the terms of the Acquisition to be fair and reasonable. In providing its financial advice to the Kin and Carta Directors, Citi has taken into account the commercial assessments of the Kin and Carta Directors. Citi is providing independent financial advice to the Kin and Carta Directors for the purposes of Rule 3 of the Code.

The Kin and Carta Directors consider that the terms of the Acquisition are in the best interests of Kin and Carta Shareholders as a whole. Accordingly, the Kin and Carta Directors unanimously recommend that Scheme Shareholders vote in favour of the Scheme at the Court Meeting and Kin and Carta Shareholders vote in favour of the Special Resolution proposed at the General Meeting, as the Kin and Carta Directors who hold Kin and Carta Shares have irrevocably undertaken to do in respect of their own beneficial holdings which, in aggregate, amount to 1,274,856 Kin and Carta Shares (representing approximately 0.7 per cent. of the issued share capital of Kin and Carta on the Latest Practicable Date).

14. FURTHER INFORMATION

Your attention is drawn to further information contained in Part II (Explanatory Statement), Part III (Conditions to the Implementation of the Scheme and to the Acquisition), Part IV (Scheme of Arrangement) and Part VIII (Additional Information on Kin and Carta and Bidco) of this Document which provides further details concerning the Scheme.

You are advised to read the whole of this Document and the accompanying Forms of Proxy and not just rely on the summary information contained in this letter or the Explanatory Statement.

Yours faithfully,

John Kerr

Chair

Kin and Carta plc

PART II

EXPLANATORY STATEMENT

(in compliance with Section 897 of the Companies Act)

9 November 2023

To the holders of Kin and Carta Shares and, for information only, to holders of awards and options under the Kin and Carta Share Plans and persons with information rights.

Dear Shareholder,

RECOMMENDED CASH ACQUISITION OF KIN AND CARTA PLC BY KELVIN UK BIDCO LIMITED

INTRODUCTION

On 18 October 2023, the boards of directors of Kin and Carta and Bidco announced that they had reached agreement on the terms and conditions of a recommended cash acquisition pursuant to which Bidco will acquire the entire issued and to be issued share capital of Kin and Carta. Bidco is a newly formed company owned indirectly by the Apax Funds. The Acquisition is to be effected by means of a Scheme of Arrangement under Part 26 of the Companies Act.

The Scheme requires, among other things, the approval of Scheme Shareholders at the Court Meeting and of Kin and Carta Shareholders at the General Meeting as well as the sanction of the Court.

Your attention is drawn to the letter set out in Part I (Letter from the Chair of Kin and Carta) of this Document, which forms part of this Explanatory Statement. The letter contains, among other things, (i) the Kin and Carta Directors' unanimous recommendation that Kin and Carta Shareholders vote in favour of the Scheme at the Court Meeting and the Special Resolution proposed at the General Meeting; and (ii) information on the background to, and reasons for, giving the above recommendation.

The Kin and Carta Directors have been advised by Citi in connection with the financial terms of the Acquisition. We have been authorised by the Kin and Carta Directors to write to you on their behalf to explain the terms of the Acquisition and, in particular, the Scheme and to provide you with other relevant information.

The Scheme is set out in full in Part IV (Scheme of Arrangement) of this Document. For overseas holders of Kin and Carta Shares, your attention is drawn to Part VII (Additional Information for Overseas Shareholders) of this Document, which forms part of this Explanatory Statement.

Statements made or referred to in this letter regarding Bidco's reasons for the Acquisition, information concerning the business of Bidco, the financial effects of the Acquisition on Bidco and/or intentions or expectations of or concerning Bidco reflect the views of the Bidco Directors and the Apax Responsible Persons (whose names are set out in paragraphs 2.2 and 2.3 of Part VIII (Additional Information on Kin and Carta and Bidco) of this Document).

Statements made or referred to in this letter regarding the background to and reasons for the recommendation of the Kin and Carta Directors, information concerning the business of the Kin and Carta Group and/or intentions or expectations of or concerning the Kin and Carta Group prior to the Effective Date reflect the views of the Kin and Carta Directors.

2. SUMMARY OF THE TERMS OF THE ACQUISITION AND THE SCHEME

110 pence in cash for each Scheme Share (the "Offer Price")

The Acquisition values the entire issued and to be issued share capital of Kin and Carta at approximately £203 million on a fully diluted basis and the Offer Price represents a premium of approximately:

41 per cent. to the Closing Price of 78 pence per Kin and Carta Share on 17 October 2023 (being the last Business Day before the commencement of the Offer Period);
41 per cent. to the volume-weighted average price of 78 pence per Kin and Carta Share for the three-month period ended 17 October 2023 (being the last Business Day before the commencement of the Offer Period); and
51 per cent. to the volume-weighted average price of 73 pence per Kin and Carta Share for the six-month period ended 17 October 2023 (being the last Business Day before the commencement of the Offer Period).

The Offer Price implies an enterprise value of Kin and Carta of £240.8 million or 12.8x multiple of Kin and Carta's adjusted EBITDA for the twelve months ended 31 July 2023.

3. BACKGROUND TO AND REASONS FOR THE RECOMMENDATION

Information relating to the background to and reasons for the Kin and Carta Directors' recommendation of the Acquisition is set out in paragraph 3 of Part I (Letter from the Chair of Kin and Carta) of this Document.

Bidco has received irrevocable undertakings in support for the Acquisition from the Kin and Carta Directors who hold Kin and Carta Shares in respect of their own beneficial holdings which, in aggregate, amount to 1,274,856 Kin and Carta Shares (representing approximately 0.7 per cent. of the issued share capital of Kin and Carta as at the Latest Practicable Date).

Further details of these irrevocable undertakings, including the circumstances in which they cease to be binding, are set out in paragraph 5 of Part VIII (Additional Information on Kin and Carta and Bidco) of this Document. Copies of the irrevocable undertakings are available on Kin and Carta's

website at https://investors.kinandcarta.com and will remain on display until the end of the Offer Period.

4. INFORMATION RELATING TO KIN AND CARTA

Kin and Carta is a global DX consultancy, serving businesses across the healthcare, financial services, industrial and agriculture, retail and distribution, transportation and public sectors, among others.

Previously known as St Ives plc, Kin and Carta has evolved from a printing and marketing services group into a DX consultancy focused on delivering connected outcomes for clients through digital innovation, cloud modernisation, data enablement and digital optimisation, including:

helping the C-Suite better understand market shifts and how digital products and services need to evolve;
utilising emerging technologies to create new digital products and platforms; and
amplifying digital investments and experiences through modern marketing technology and data platforms.

Kin and Carta is a certified B Corp and became the first publicly traded business on the London Stock Exchange to earn this accreditation. B Corp certification is a designation that a business is meeting high standards of verified performance, accountability, and transparency on factors from employee benefits to supply chain practices and input materials.

Kin and Carta's headquarters are in London, with US headquarters in Chicago, and it has over 1,800 consultants, engineers and data scientists globally.

5. INFORMATION RELATING TO BIDCO AND APAX

Bidco

Bidco is a private limited company incorporated in England and Wales. Bidco is a newly-formed company indirectly owned by the Apax Funds. Bidco was formed for the purposes of the Acquisition and has not traded since its date of incorporation, nor has it entered into any obligations other than in connection with the Acquisition.

The current directors of Bidco are Gonzague de Lhoneux and Marc Santigosa.

Apax

Apax is a leading global private equity advisory firm. For 50 years, Apax has worked to inspire growth and ideas that transform businesses. The firm has raised and advised funds with aggregate commitments of more than US$65 billion. Funds advised by Apax invest in companies across four global sectors of tech, services, healthcare, and internet/consumer and provide long-term equity financing to build and strengthen world-class companies.

6. FINANCIAL EFFECTS OF THE ACQUISITION ON BIDCO

Bidco has no material assets or liabilities other than those described in this Document in connection with its incorporation and the Acquisition. With effect from the Effective Date, the earnings, assets and liabilities in the consolidated Bidco accounts will comprise the consolidated earnings, assets and liabilities of the Kin and Carta Group.

7. FINANCING OF THE ACQUISITION

The cash consideration payable to Kin and Carta Shareholders under the terms of the Acquisition will be financed by an indirect equity investment into Bidco from the Apax Funds.

Prior to the Effective Date, Bidco also expects to raise debt financing in connection with the Acquisition. If such debt financing is raised, details of any such debt financing and the agreements entered into by Bidco and its subsidiaries will be disclosed in accordance with the requirements of the Code.

BofA Securities, in its capacity as lead financial adviser to Apax and Bidco, is satisfied that sufficient resources are available to Bidco to satisfy in full the cash consideration payable to Kin and Carta Shareholders under the terms of the Acquisition.

Further information on the financing of the Acquisition is included at paragraph 10 of Part VIII (Additional information on Kin and Carta and Bidco) of this Document.

8. KIN AND CARTA SHARE PLANS AND OTHER INCENTIVE ARRANGEMENTS

Kin and Carta Share Plans

Kin and Carta operates the Kin and Carta Share Plans to reward and retain its employees.

Participants in the Kin and Carta Share Plans will be contacted separately in due course regarding the effect of the Scheme on their rights under the Kin and Carta Share Plans and with the details of the arrangements applicable to them. A summary of the effect of the Scheme on outstanding awards and options under the Kin and Carta Share Plans is set out below. In the event of any conflict between the summary set out below and the rules of the relevant Kin and Carta Share Plan and/or the communications to participants in the Kin and Carta Share Plans regarding the effect of the Scheme on their rights under the Kin and Carta Share Plans and the details of the arrangements applicable to them (the "Share Plan Notices"), the rules of the relevant Kin and Carta Share Plan or the terms of the Share Plan Notices (as the case may be) will prevail.

Where, for local law purposes, outstanding awards granted under the Kin and Carta Share Plans would not otherwise vest prior to the Effective Date (and therefore after the Scheme Record Time), such awards will vest (to the extent described below) on the Effective Date in accordance with the rules of the relevant Kin and Carta Share Plan and will be settled in cash, rather than Kin and Carta Shares, in an amount equal to the Offer Price per Kin and Carta Share.

LTIPs

Any outstanding awards and options granted under the LTIPs which are not already vested and exercisable or which would not otherwise vest and/or become exercisable prior to the Court Sanction Hearing Date will, unless otherwise required for local law purposes, vest on the Court Sanction Hearing Date in accordance with the rules of the LTIPs and will lapse to the extent not exercised one month thereafter.

The extent to which unvested awards and options vest and/or become exercisable in connection with the Acquisition will be determined by the Remuneration Committee taking into account the extent to which performance conditions (where applicable) have been satisfied, based on performance of Kin and Carta to the Court Sanction Hearing Date and projections as to Kin and Carta's future performance.

In accordance with the rules of the LTIPs, the Remuneration Committee has determined that (subject to any greater reduction which may apply to awards and options held by former employees) awards and options which have been held for at least two years by the Court Sanction Hearing Date will not be reduced for time held, awards and options which have been held for less than two years but more than one year by the date of the Court Sanction Hearing Date will be reduced by one third after performance measurement and that awards and options which have been held for less than one year by the Court Sanction Hearing Date would be reduced by two thirds after performance measurement.

For local law purposes, certain awards have been granted on terms that they will be settled in cash, rather than Kin and Carta Shares.

RSU Plan

Any outstanding awards granted under the RSU Plan which would not otherwise vest prior to the Effective Date will vest in full on the Effective Date in accordance with the rules of the RSU Plan and will be settled in cash as described above.

Sharesave

In accordance with the rules of the Sharesave, any outstanding options granted under the Sharesave which are not already exercisable or which do not otherwise become exercisable prior to the Court Sanction Hearing Date will become exercisable on the Court Sanction Hearing Date to the extent of the savings made by participants on the exercise date. Options will remain exercisable for 20 days following the Court Sanction Hearing Date unless they lapse earlier in accordance with the rules of the Sharesave. Participants will be invited to terminate the related savings arrangements in respect of any options which lapse and have the accrued savings returned to them.

ESPP

The ESPP will terminate on the Court Sanction Hearing Date, resulting in the lapse of any outstanding options. Savings made under the related savings arrangements will be returned to participants.

CK Market Value Option

The CK Market Value Option, which has an exercise price per Kin and Carta Share higher than the Offer Price, is already exercisable and will lapse to the extent not exercised on the date that is six months after the Court Sanction Hearing Date.

Kin and Carta Employee Benefit Trust

Kin and Carta Shares held by the trustee of the EBT, which are not used to settle the vesting or exercise of outstanding awards and options under the Kin and Carta Share Plans will be subject to the Scheme and the trustee will receive the Offer Price. Any proceeds received by the trustee will be used to settle outstanding administration costs of the EBT with the remaining amount being repayable to Kin and Carta under loan arrangements entered into between Kin and Carta and the trustee of the EBT.

9. THE KIN AND CARTA DIRECTORS AND THE EFFECT OF THE SCHEME ON THEIR INTERESTS

Details of the interests of the Kin and Carta Directors in Kin and Carta Shares and awards and options, are set out in Part VIII (Additional Information on Kin and Carta and Bidco) of this Document. Scheme Shares held by the Kin and Carta Directors at the Scheme Record Time will be subject to the Scheme.

The Kin and Carta Directors who hold Kin and Carta Shares have irrevocably undertaken to vote in favour of the Scheme at the Court Meeting and the Special Resolution proposed at the General Meeting (and, if the Acquisition is subsequently structured as a Takeover Offer, to accept any Takeover Offer made by Bidco in accordance with the terms of the irrevocable undertakings) in respect of those Kin and Carta Shares that they hold and in respect of which they control the voting rights. These irrevocable undertakings also extend to any shares acquired by the Kin and Carta Directors as a result of the vesting of awards and/or the exercise of options under the Kin and Carta Share Plans. Further details of these irrevocable undertakings, including the circumstances in which they cease to be binding, are set out in paragraph 5 of in Part VIII (Additional Information on Kin and Carta and Bidco) of this Document.

Particulars of the service agreements (including termination provisions) and letters of appointment of the Kin and Carta Directors are set out in paragraph 6 of Part VIII (Additional Information on Kin and Carta and Bidco) of this Document.

Upon the Acquisition becoming Effective, all of the non-executive directors of Kin and Carta will resign and from that point will cease to be directors of Kin and Carta.

In common with the other participants in the Kin and Carta Share Plans, the Kin and Carta Directors who are holders of awards and options under those schemes will be treated as set out in paragraph 8 of this Part II (Explanatory Statement).

Save as described in paragraph 6 of Part I (Letter from the Chair of Kin and Carta) of this Document, Bidco has not entered into, nor has it had discussions on the terms of, any form of incentivisation arrangements with members of Kin and Carta's management and has no intention of entering into such discussions before the Effective Date, but may have discussions and enter into such discussions with certain members of the Kin and Carta management team following the Effective Date.

Save as set out above, the effect of the Scheme on the interests of Kin and Carta Directors does not differ from its effect on the interests of any other Kin and Carta Shareholder.

10. DESCRIPTION OF THE SCHEME AND THE MEETINGS

10.1 The Scheme

The Acquisition is to be implemented by means of a scheme of arrangement between Kin and Carta and Scheme Shareholders who are on the register of members of Kin and Carta at the Scheme Record Time under Part 26 of the Companies Act. The procedure requires approval by Scheme Shareholders at the Court Meeting and by Kin and Carta Shareholders at the General Meeting, and sanction of the Scheme by the Court. The Scheme is set out in full in Part IV (Scheme of Arrangement) of this Document.

The purpose of the Scheme is to provide for Bidco to become the holder of the entire issued, and to be issued, share capital of Kin and Carta. This is to be achieved by transferring the Scheme Shares held by Scheme Shareholders as at the Scheme Record Time to Bidco in consideration for which the Kin and Carta Shareholders shall receive the consideration on the basis set out in paragraph 2 of this Part II (Explanatory Statement). The transfer to Bidco of the Kin and Carta Shares will result in Kin and Carta becoming a wholly owned subsidiary of Bidco. Any Kin and Carta Shares held by or on behalf of the Bidco Group are excluded from the Scheme.

10.2 Kin and Carta Meetings

The Scheme will require the approval of Scheme Shareholders at the Court Meeting and Kin and Carta Shareholders at the separate General Meeting, both of which will be held on 7 December 2023 at The Spitfire Building, 71 Collier Street, London, N1 9BE. The Court Meeting is being held with the permission of the Court to seek the approval of Scheme Shareholders for the Scheme. The General Meeting is being convened to seek the approval of Kin and Carta Shareholders to enable the Kin and Carta Directors to implement the Scheme and to amend the Articles as described in paragraph 10.3 below.

Notices of the Court Meeting and the General Meeting are set out in Part X (Notice of Court Meeting) and Part XI (Notice of General Meeting), respectively, of this Document. Entitlement to attend and vote at these meetings and the number of votes which may be cast thereat will be determined by reference to the register of members of Kin and Carta at the Voting Record Time.

Any changes to the arrangements for the Court Meeting and the General Meeting will be communicated to Scheme Shareholders and Kin and Carta Shareholders before the Meetings, through Kin and Carta's website at https://investors.kinandcarta.com and by announcement through the Regulatory Information Service of the London Stock Exchange.

Upon the Scheme becoming Effective, it will be binding on all Scheme Shareholders holding Scheme Shares at the Scheme Record Time, irrespective of whether or not they attended or voted in favour of, or against, the Scheme at the Court Meeting or in favour of, or against, or abstained from voting on the Special Resolution at the General Meeting.

Any Kin and Carta Shares which Bidco may acquire prior to the Court Meeting or the General Meeting (and any Kin and Carta Shares which any member of the Bidco Group (or its nominees) holds at the date of the Court Meeting or General Meeting) are not Scheme Shares and therefore no member of the Bidco Group (or their nominees) is entitled to vote at the Court Meeting in respect of the Kin and Carta Shares held or acquired by it. Each such member of the Wider Bidco Group will undertake to be bound by the Scheme.

(A) Court Meeting

The Court Meeting has been convened with the permission of the Court for 2:00 p.m. on 7 December 2023 for Scheme Shareholders on the register of members of Kin and Carta as at the Voting Record Time to consider and, if thought fit, approve the Scheme.

At the Court Meeting, voting will be by poll and each Scheme Shareholder present in person or by proxy will be entitled to one vote for each Scheme Share held as at the Voting Record Time. The approval required at the Court Meeting is a majority in number of those Scheme Shareholders present and voting (and entitled to vote) in person or by proxy, representing 75 per cent. or more in value of the Scheme Shares voted by such Scheme Shareholders.

It is important that, for the Court Meeting, as many votes as possible are cast so that the Court may be satisfied that there is a fair representation of opinion of Scheme Shareholders. Whether or not you intend to attend and/or vote at the Meetings, you are therefore strongly encouraged to sign and return your Forms of Proxy or appoint an electronic or CREST or Proxymity proxy as soon as possible.

(B) General Meeting

The General Meeting has been convened for the same date as the Court Meeting (to be held at 2:15 p.m. or immediately after the Court Meeting) to consider and, if thought fit, pass the Special Resolution to:

(i) authorise the Kin and Carta Directors to take all such actions as they may consider necessary or appropriate for carrying the Scheme into effect; and
(ii) amend the Articles in the manner described below.

Voting at the General Meeting will be by poll and each Kin and Carta Shareholder present in person or by proxy will be entitled to one vote for each Kin and Carta Share held as at the Voting Record Time. The approval required for the Special Resolution to be passed is at least 75 per cent. of the votes cast on such resolution (in person or by proxy).

Kin and Carta will announce the details of the votes at each Meeting as required under the Code through a Regulatory Information Service as soon as practicable

after the conclusion of the Meetings and, in any event, by no later than 8:00 a.m. on the Business Day following the Meetings.

Under the Companies Act, the Scheme requires the sanction of the Court. The hearing by the Court to sanction the Scheme is currently expected to be held as soon as reasonably practicable after Bidco confirms the satisfaction (or, where applicable, waiver) of the Conditions set out in this Document and, in any event, prior to the Long Stop Date.

The Scheme shall lapse if:

(i) the Court Meeting and the General Meeting are not held on or before the 22nd day after the expected date of such meetings (or such later date as may be agreed between Bidco and Kin and Carta);
(ii) the Court Sanction Hearing is not held by the 22nd day after the expected date of such hearing (or such later date as may be agreed between Bidco and Kin and Carta); or
(iii) the Scheme does not become Effective by 11:59 p.m. on the Long Stop Date (or such later date as may be agreed between Bidco and Kin and Carta and the Panel and the Court may allow),

provided however that the deadlines for the timing of the Court Meeting, the General Meeting and the Court Sanction Hearing as set out above may be waived by Bidco, and the deadline for the Scheme to become Effective may be extended by agreement between Bidco and Kin and Carta (with the Panel's consent and as the Court may approve (if such approval is required)).

Following sanction of the Scheme by the Court, the Scheme will become Effective in accordance with its terms upon a copy of the Court Order being delivered to the Registrar of Companies. This is currently expected to occur two Business Days after the date of the Court Sanction Hearing, subject to satisfaction (or, where applicable, waiver) of the Conditions.

Kin and Carta and/or Bidco will make an announcement through a Regulatory Information Service as soon as practicable following the Scheme becoming Effective.

If the Scheme does not become Effective by the Long Stop Date or such later date, if any, as may be agreed in writing by Bidco and Kin and Carta (with the Panel's consent and as the Court may approve (if such approval is required)), the Scheme will never become Effective.

10.3 Amendments to the Articles

It is proposed, in the Special Resolution, that the Articles be amended so as to ensure that any Kin and Carta Shares which are issued after the General Meeting but prior to the Scheme Record Time will be subject to and bound by the Scheme. Any Kin and Carta Shares issued on the vesting of awards and/or exercise of options under the Kin and Carta Share Plan, or

otherwise, after the Scheme Record Time will not be subject to the Scheme. Accordingly, it is also proposed that, subject to the Scheme becoming Effective, the Articles be amended so that any Kin and Carta Shares issued to any person other than Bidco (or its nominee(s)) on or after the Scheme Record Time will be immediately transferred to Bidco (or as it may direct) in consideration for the payment by Bidco to such person of such amount of cash consideration as would have been paid pursuant to the Scheme for each such Kin and Carta Share as if it were a Scheme Share. This will avoid any person (other than Bidco or its nominee(s)) being left with Kin and Carta Shares after the Scheme becomes Effective.

The Special Resolution is set out in the notice of General Meeting in Part XI (Notice of General Meeting) of this Document and seeks the approval of Kin and Carta Shareholders for such amendments.

10.4 Entitlement to vote at the Meetings and Forms of Proxy

Each Kin and Carta Shareholder who is entered in Kin and Carta's register of members at the Voting Record Time (expected to be 6:00 p.m. on 5 December 2023) will be entitled to attend and vote (in person or by proxy) on all resolutions to be put to the General Meeting and Court Meeting respectively. If either Meeting is adjourned, only those Kin and Carta Shareholders on the register of members at 6:00 p.m. on the day which is two Business Days before the adjourned meeting will be entitled to attend in person and vote (in person or by proxy). Each eligible Kin and Carta Shareholder is entitled to appoint a proxy or proxies to attend and, on a poll, to vote instead of him or her. A proxy need not be a Kin and Carta Shareholder.

If you are in any doubt as to whether or not you are permitted to vote at the Meetings (in person or by proxy), please contact Kin and Carta's registrars, Link Group, via email at [email protected] or call between 9:00 a.m. and 5:30 p.m. (London time) Monday to Friday (except public holidays in England and Wales) on 0371 664 0321 from within the UK or on +44 371 664 0321 if calling from outside the UK. Calls are charged at the standard geographical rate and will vary by provider. Calls from outside the UK will be charged at the applicable international rate. Please note that calls may be monitored or recorded and Link Group cannot provide advice on the merits of the Acquisition or the Scheme or give any financial, legal or tax advice.

The completion and return of the Forms of Proxy by post (or transmission of a proxy appointment or voting instruction online, through CREST or Proxymity or by any other procedure described in this Document) will not prevent you from attending, asking questions and voting (and/or, in the case of the Court Meeting, raising any objections) at the Court Meeting or the General Meeting, if you are entitled to and wish to do so.

If the BLUE Form of Proxy for the Court Meeting is not lodged by 2:00 p.m. on 5 December 2023, it may be presented in person to the chair of the meeting or to a Link Group representative who will be present at the Court Meeting, at any time prior to the commencement of the Court Meeting (or any adjournment thereof).

If the YELLOW Form of Proxy for the General Meeting is not lodged by 2:15 p.m. on 5 December 2023 (by post or transmission of a proxy appointment or voting instruction online, through CREST or Proxymity or by any other procedure described in this Document), it will be invalid. Further information on the actions to be taken is set out in paragraph 18 of this Part II (Explanatory Statement).

10.5 Modifications to the Scheme

The Scheme contains a provision for Kin and Carta and Bidco jointly to consent (on behalf of all persons concerned) to any modification of, or addition to, the Scheme or to any condition which the Court may approve or impose. The Court would be unlikely to approve or impose any modification of, or addition or condition to, the Scheme which might be material to the interests of Scheme Shareholders unless Scheme Shareholders were informed of any such modification, addition or condition. It would be for the Court to decide, in its discretion, whether or not a further meeting of Scheme Shareholders should be held in those circumstances for the purpose of approving any such modification, addition or condition.

11. CONDITIONS TO THE ACQUISITION

The Acquisition and, accordingly, the Scheme is subject to the Conditions set out in full in Part III (Conditions to the Implementation of the Scheme and to the Acquisition) of this Document, including (among others):

(i) approval of the Scheme at the Court Meeting by a majority in number representing not less than 75 per cent. in value of Scheme Shares held by those Scheme Shareholders (or the relevant class or classes thereof) present and voting (and entitled to vote), in person or by proxy;

(ii) approval of the Special Resolution necessary to implement the Scheme proposed at the General Meeting by Kin and Carta Shareholders representing at least 75 per cent. of the votes cast at the General Meeting (in person or by proxy);

(iii) certain antitrust, foreign investment, regulatory approvals and clearances having been obtained, including: (a) the receipt of merger control clearance in the United States, under the Hart Scott Rodino Antitrust Improvements Act of 1976; (b) the receipt of merger control clearance in the Republic of North Macedonia; (c) in the UK the CMA not having opened a merger investigation at the time that the other Conditions have been satisfied or, if so, no reference to a Phase 2 CMA Review having been being made; and (d) the receipt of foreign investment clearance in both the United States including from CFIUS and in the UK under the National Security and Investment Act 2021, as listed in Part III (Conditions to the Implementation of the Scheme and to the Acquisition);

(iv) the sanction of the Scheme by the Court (with or without modification but subject to any modification being on terms acceptable to Kin and Carta and Bidco); and

(v) a copy of the Court Order being delivered for registration to the Registrar of Companies.

Other matters relevant to the Conditions

The Scheme will require approval by Scheme Shareholders at the Court Meeting and Kin and Carta Shareholders at the General Meeting and the sanction of the Court at the Court Sanction Hearing. The Meetings and the nature of the approvals required to be given at them are described in more detail in paragraph 10 of this Part II (Explanatory Statement) of this Document. All Kin and Carta Shareholders at the Voting Record Time are entitled to attend the Court Sanction Hearing in person or by proxy to support or oppose the sanctioning of the Scheme.

The Scheme can become Effective only if all Conditions to the Scheme, including shareholder approvals and the sanction of the Court, have been satisfied (unless, where applicable, the relevant Condition is waived). The Scheme will become Effective upon a copy of the Court Order being

delivered to the Registrar of Companies. This is expected to occur in the first calendar quarter of 2024. Unless the Scheme becomes Effective by the Long Stop Date or such later date, if any, as may be agreed in writing by Bidco and Kin and Carta (with the Panel's consent and as the Court may approve (if such approval is required)) the Scheme will not become Effective and the Acquisition will not proceed.

Implementation by way of a Takeover Offer

Subject to obtaining the consent of the Panel and the terms of the Co-operation Agreement, Bidco reserves the right to elect to implement the Acquisition by way of a Takeover Offer as an alternative to the Scheme. In such event, the Takeover Offer shall be implemented on the same terms, so far as applicable, and subject to the terms of the Co-operation Agreement, as those which would apply to the Scheme, subject to appropriate amendments, including (without limitation) the inclusion of an acceptance condition set (subject to the Co-operation Agreement) at a level permitted by the Panel. In the event that the Acquisition is implemented by way of a Takeover Offer, the acceptance condition shall not be capable of being satisfied until all of the other Conditions to the Takeover Offer have either been satisfied or (if capable of waiver) waived.

If the Acquisition is effected by way of a Takeover Offer and such Takeover Offer becomes or is declared unconditional in all respects and sufficient acceptances are received, Bidco intends to: (i) make a request to the FCA to cancel the listing of the Kin and Carta Shares from the Official List; (ii) make a request to the London Stock Exchange to cancel trading in Kin and Carta Shares on its market for listed securities; and (iii) exercise its rights, if available, to apply the provisions of Chapter 3 of Part 28 of the Companies Act to acquire compulsorily the remaining Kin and Carta Shares in respect of which the Takeover Offer has not been accepted.

12. OFFER-RELATED ARRANGEMENTS

Confidentiality Agreement

On 20 June 2023, Apax and Kin and Carta entered into a confidentiality agreement in relation to the Acquisition (the "Confidentiality Agreement"), pursuant to which, amongst other things, Apax has undertaken to: (i) subject to certain exceptions, keep information relating to Kin and Carta and the Acquisition confidential and not to disclose it to third parties; and (ii) use such confidential information only in connection with the Acquisition. These confidentiality obligations will remain in force until the earlier of: (i) completion of the Acquisition, except to the extent that the confidential information relates to any part of the business of the Kin and Carta Group which is not the subject of the Acquisition, in relation to which the obligations will terminate on 20 June 2025; and (ii) 20 June 2025, except to the extent that the confidential information relates to the existence and contents of the discussions between Apax and Kin and Carta about the Acquisition in relation to which obligations will not terminate.

Under the terms of the Confidentiality Agreement, Apax also agreed to certain standstill undertakings, all of which ceased to apply immediately following the making of the 2.7 Announcement.

The Confidentiality Agreement also contains undertakings from Apax and its affiliates that:

(i) from the date of the Confidentiality Agreement until the date 12 months after the date of the Confidentiality Agreement, Apax will not directly or indirectly solicit or entice away any person: (a) who was first introduced to Apax during the course of the Acquisition and who is employed or directly engaged by Kin and Carta in an executive or managerial capacity; and (b) with whom the Apax deal team first had contact in connection with its evaluation of the Acquisition, with a view to inducing that person to leave such employment or engagement; and

(ii) from the date of the Confidentiality Agreement until the date 12 months after the date on which the discussions between the parties regarding the Acquisition are terminated, solicit, entice away, canvass or approach any person: (a) who is or was during such period a customer or supplier of Kin and Carta or any of its affiliates; and (b) about whom Kin and Carta or any of its related persons has made confidential information available to Apax or any of its related persons, for the purpose of offering to that person, or receiving from that person, goods or services of the same type as or similar to any goods or services supplied by or to Kin and Carta or any of its affiliates,

and in the case of each of (i) and (ii), subject to customary carve-outs.

Co-operation Agreement

Bidco and Kin and Carta entered into a co-operation agreement (the "Co-operation Agreement") on 18 October 2023, pursuant to which: (i) Bidco agreed to use its reasonable endeavours to secure the Authorisations necessary to satisfy the Conditions; (ii) Bidco and Kin and Carta agreed to certain undertakings to co-operate and provide each other with information, assistance and access in relation to the filings, submissions and notifications to be made in relation to such Authorisations; (iii) Bidco agreed to provide Kin and Carta with certain information for the purposes of this Document and to otherwise assist with the preparation of this Document; and (iv) Bidco and Kin and Carta agreed certain arrangements in respect of the Kin and Carta Share Plans and certain other employee incentive arrangements.

The Co-operation Agreement also records Bidco's and Kin and Carta's intention to implement the Acquisition by way of the Scheme, subject to the ability of Bidco to proceed by way of a Takeover Offer in accordance with and subject to the terms of the Co-operation Agreement.

The Co-operation Agreement will terminate in certain circumstances, including if: (i) the Acquisition is withdrawn or lapses prior to the Long Stop Date; (ii) prior to the Long Stop Date any Condition becomes incapable of satisfaction; (iii) the Kin and Carta Directors withdraw their recommendation of the Acquisition; (iv) a Competing Proposal (as defined in the Co-operation Agreement) is recommended by the Kin and Carta Directors or completes, becomes effective or is declared or becomes unconditional; (v) the Scheme does not become Effective in accordance with its terms by the Long Stop Date; or (vi) otherwise as agreed between Bidco and Kin and Carta.

Clean Team Agreement

On 3 October 2023, Kin and Carta and Apax entered into a clean team agreement (the "Clean Team Agreement"), the purpose of which is to ensure that certain materials relating to Kin and Carta are disclosed only to certain individuals or parties identified in the Clean Team Agreement, and that those identified individuals or parties comply with the terms of the Clean Team Agreement to keep that information confidential and secure, and ensure it is used only for the purposes of evaluating the Acquisition and undertaking relevant regulatory and antitrust analysis in respect of the Acquisition. The Clean Team Agreement will terminate on the earlier of: (i) the Effective Date; and (ii) 3 October 2025.

13. CANCELLATION OF LISTING OF KIN AND CARTA SHARES

It is intended that the London Stock Exchange and the FCA will be requested respectively to cancel trading in Kin and Carta Shares on the London Stock Exchange's market for listed securities and the listing of the Kin and Carta Shares from the Official List on or shortly after the Effective Date.

It is expected that the last day of dealings in Kin and Carta Shares on the Main Market of the London Stock Exchange will be the Business Day immediately prior to the Effective Date and no transfers will be registered after 6:00 p.m. (London time) on that date.

On the Effective Date, share certificates in respect of Kin and Carta Shares shall cease to be valid and should be destroyed. In addition, entitlements to Kin and Carta Shares held within the CREST system shall be cancelled on the Effective Date.

It is intended that Kin and Carta will be re-registered as a private limited company and for this to take effect as soon as practicable on or following the Effective Date.

14. SETTLEMENT

Subject to the Acquisition becoming Effective (and except as provided in Part VII (Additional Information for Overseas Shareholders) of this Document in relation to certain overseas Kin and Carta Shareholders), settlement of the consideration to which any Kin and Carta Shareholder on the register of members as at the Scheme Record Time is entitled under the Scheme will be effected not later than 14 days after the Effective Date in the following manner:

14.1 Cash consideration where Kin and Carta Shares are held in uncertificated form (that is, in CREST)

Where, at the Scheme Record Time, a Scheme Shareholder holds Kin and Carta Shares in uncertificated form, the cash consideration to which such Scheme Shareholder is entitled will be transferred to such person through CREST by Bidco instructing or procuring the instruction of Euroclear to create an assured payment obligation in favour of the appropriate CREST account through which the relevant Scheme Shareholder holds such uncertificated Kin and Carta Shares in respect of the cash consideration due to them not later than the 14th day following the Effective Date.

As from the Effective Date, each holding of Kin and Carta Shares credited to any stock account in CREST will be disabled and all Kin and Carta Shares will be removed from CREST in due course.

Subject to the terms of the Scheme, Bidco reserves the right to pay all, or any part of, the cash consideration referred to above to all or any Scheme Shareholder(s) who hold Kin and Carta Shares in uncertificated form in the manner referred to in sub-paragraph 14.2 below if, for reasons outside its reasonable control, it is not able to effect settlement in accordance with this paragraph 14.1 or to do so would incur material additional costs.

14.2 Cash consideration where Kin and Carta Shares are held in certificated form

Where, at the Scheme Record Time, a Scheme Shareholder holds Kin and Carta Shares in certificated form, settlement of the cash consideration due under the Scheme in respect of the Scheme Shares will be despatched:

(i) by first class post, by cheque drawn on a branch of a UK clearing bank; or
(ii) by such other method as may be approved by the Panel.

All such payments will be made in sterling and drawn on a United Kingdom clearing bank. Payments made by cheque will be payable to the Scheme Shareholder(s) concerned and the encashment of any such cheque shall be a complete discharge of Bidco's obligation under the Scheme to pay the monies represented thereby. Link Group on behalf of Bidco shall despatch or procure the despatch of cheques within 14 days of the Effective Date to the person entitled thereto at the address as appearing in the register of members of Kin and Carta at the Scheme Record Time or in accordance with any special standing instructions regarding communications (except that, in the case of joint holders, Bidco reserves the right to make such cheques payable to the joint holder whose name stands first in the register of members of the Company in respect of such holding at the Scheme Record Time). None of Kin and Carta, Bidco, Link Group, any nominee(s) of Kin and Carta or Bidco, or any of their

respective nominees or agents shall be responsible for any loss or delay in the transmission of cheques sent in this way, and such cheques shall be sent at the risk of the person or persons entitled thereto.

If any Scheme Shareholders have not encashed their cheques within six months of the Effective Date, Bidco and Kin and Carta shall procure that the cash consideration due to such Scheme Shareholders under the Scheme shall be held by Kin and Carta's receiving agents, Link Group, in a designated UK bank account for a period of at least 12 years from the Effective Date solely for the purpose of satisfying payment obligations under the Scheme, and such Scheme Shareholders may claim the consideration due to them by written notice to Link Group in a form and with such evidence which Link Group determines evidences their entitlement to such consideration at any time during the period of 12 years from the Effective Date.

14.3 Kin and Carta Share Plans

A summary of the effect of the Scheme on the Kin and Carta Share Plans is set out in paragraph 8 above of this Part II (Explanatory Statement) of this Document. The cash payment due to participants as detailed in paragraph 8 of Part II (Explanatory Statement) of this Document will be settled by Kin and Carta through payroll subject to the deduction of the applicable income taxes and social security (or similar) contributions. Payment will be made as soon as reasonably practicable following the later of the Effective Date and that date on which any conditions to payment have been met.

14.4 General

All documents and remittances sent to Kin and Carta Shareholders will be sent at the risk of the person(s) entitled thereto.

On the Effective Date each certificate representing a holding of Scheme Shares will cease to be a valid document of title and should be destroyed or, at the request of Kin and Carta, delivered up to Kin and Carta, or to any person appointed by Kin and Carta to receive the same.

In accordance with the Scheme, as from the Effective Date, Kin and Carta shall procure that each holding of Scheme Shares credited to any stock account in CREST shall be disabled. With effect from, or as soon as practicable after, the Effective Date, Link Group on behalf of Kin and Carta shall procure that Euroclear is instructed to cancel or transfer the entitlements to Scheme Shares of holders of Scheme Shares in uncertificated form. Following cancellation of the entitlements to Scheme Shares of holders of Scheme Shares in uncertificated form, Kin and Carta shall procure (if necessary) that such entitlements to Scheme Shares are dematerialised.

Subject to the completion of the relevant forms of transfer or other instruments or instructions of transfer as may be required in accordance with the Scheme and the payment of any UK stamp duty thereon, Kin and Carta shall make or procure to be made, the appropriate entries in its register of members to reflect the transfer of the Scheme Shares to Bidco and/or its nominee(s).

Except with the consent of the Panel, settlement of the consideration to which any Kin and Carta Shareholder is entitled under the Scheme will be implemented in full in accordance with the terms of the Scheme free of any lien, right of set-off, counterclaim or other analogous right to which Bidco might otherwise be, or claim to be, entitled against such Kin and Carta Shareholder.

All mandates and other instructions given to Kin and Carta by Scheme Shareholders in force at the Scheme Record Time relating to Scheme Shares shall, as from the Effective Date, cease to be valid.

14.5 Dividends

Please refer to paragraph 2 of this Part II (Explanatory Statement) for further information on dividends.

15. OVERSEAS SHAREHOLDERS

Overseas Shareholders should refer to Part VII (Additional Information for Overseas Shareholders) of this Document, which contains important information relevant to such holders.

16. UNITED KINGDOM TAXATION

17. FURTHER INFORMATION

The terms of the Scheme are set out in full in Part IV (Scheme of Arrangement) of this Document. Further information regarding Kin and Carta and Bidco is set out in Part VIII (Additional Information on Kin and Carta and Bidco) of this Document. Documents published and available for inspection are listed in paragraph 16 of Part VIII (Additional Information on Kin and Carta and Bidco) of this Document.

18. ACTIONS TO BE TAKEN

Sending Forms of Proxy by post

Kin and Carta Shareholders will receive a BLUE Form of Proxy for the Court Meeting and a YELLOW Form of Proxy for the General Meeting. Whether or not you intend to attend these Meetings, please complete and sign the Forms of Proxy in accordance with the instructions printed on them and return them to Link Group, Kin and Carta's registrars, by post to Link Group, PXS 1, Central Square, 29 Wellington Street, Leeds, LS1 4DL, during business hours, so as to be received as soon as possible and in any event not later than the relevant times set out below:

BLUE Form of Proxy for the Court Meeting 2:00 p.m. on 5 December 2023

YELLOW Form of Proxy for the General Meeting 2:15 p.m. on 5 December 2023

or, if in either case the Meeting is adjourned, the relevant Form of Proxy should be received not later than 48 hours (excluding any part of such 48 hour period falling on a day that is not a working day) before the time fixed for the adjourned Meeting.

What if I miss the deadline mentioned above?

If the BLUE Form of Proxy for the Court Meeting is not lodged by the relevant time, it may be presented in person to the chair of the meeting or to a Link Group representative who will

be present at the Court Meeting, at any time prior to the commencement of the Court Meeting (or any adjournment thereof).

However, if the YELLOW Form of Proxy for the General Meeting is not lodged by the relevant time, it will be invalid.

Online appointment of proxies

You can submit your proxy vote electronically by logging on to the website of https://www.signalshares.com. If you have not yet registered, select "Register an Account" then enter your surname, investor code, postcode and an email address. Create a password and click "Register" to proceed. You will be able to vote immediately by selecting "Proxy Voting" from the menu. Full details of the procedure to be followed to appoint a proxy electronically are given on the website. Further information is also included in the instructions included on the Forms of Proxy. Proxies submitted via the website referred to above must be received no later than, in the case of the Court Meeting, 2:00 p.m. and in the case of the General Meeting, 2:15 p.m. on 5 December 2023 (or, in the case of an adjourned Meeting, not less than 48 hours prior to the time and date set for the adjourned Meeting (excluding any part of such 48 hour period falling on a day that is not a working day)).

What if I miss the deadline mentioned above?

In the case of the Court Meeting only, if the electronic proxy appointment is not received by this time, the BLUE Form of Proxy may be presented in person to the chair of the meeting or a Link Group representative who will be present at the Court Meeting, at any time prior to the commencement of the Court Meeting (or any adjournment thereof).
In the case of the General Meeting only, if the electronic proxy appointment is not received by this time, it will be invalid.

Electronic appointment of proxies through CREST or Proxymity

CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service may do so for the Court Meeting and any adjournment(s) thereof by using the procedures described in the CREST Manual. CREST personal members or other CREST sponsored members, and those CREST members who have appointed 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 or instruction made using the CREST service to be valid, the appropriate CREST message (a "CREST Proxy Instruction") must be properly authenticated in accordance with Euroclear'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 the issuer's agent (ID RA10) by no later than 2:00 p.m. for the Court Meeting on 5 December 2023 and 2:15 p.m. for the General Meeting on 5 December 2023 (London time) (or, in the case of an adjourned Meeting, not less than 48 hours prior to the time and date set for the adjourned Meeting (excluding any part of such 48 hour period falling on a day that is not a working day)). For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp applied to the message by the CREST Applications Host) from which the issuer's agent is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. After this time any change of instructions to proxies appointed through CREST should be communicated to the appointee through other means.

CREST members and, where applicable, their CREST sponsors or voting service providers should note that CREST does not make available special procedures in CREST for any particular messages.

Normal system timings and limitations will therefore apply in relation to the input of CREST Proxy Instructions. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST personal member or sponsored member or has appointed voting service provider(s), to procure that his CREST sponsor or voting service provider(s) take(s)) such action as shall be necessary to ensure that a message is transmitted by means of the CREST system by any particular time. In this connection, CREST members and, where applicable, their CREST sponsors or voting service providers are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings.

Kin and Carta may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5)(a) of the CREST Regulations.

If you are an institutional investor, you may also be able to appoint a proxy electronically via the Proxymity platform, a process which has been agreed by the Company and approved by the Registrar. For further information regarding Proxymity, please go to www.proxymity.io. Your proxy must be lodged by 2:00 p.m. on 5 December 2023 for the Court Meeting and by 2:15 p.m. on 5 December 2023 for the General Meeting in order to be considered valid or, if the meeting is adjourned, by the time which is 48 hours before the time of the adjourned meeting (excluding any part of such 48 hour period falling on a day that is not a working day). Before you can appoint a proxy via this process you will need to have agreed to Proxymity's associated terms and conditions. It is important that you read these carefully as you will be bound by them and they will govern the electronic appointment of your proxy. An electronic proxy appointment via the Proxymity platform may be revoked completely by sending an authenticated message via the platform instructing the removal of your proxy vote.

Please note that any electronic communication found to contain a computer virus or other malware will not be accepted.

Attendance at the Meetings

It is important that, for the Court Meeting in particular, as many votes as possible are cast so that the Court may be satisfied that there is a fair representation of opinion of Scheme Shareholders. Whether or not you intend to attend and/or vote at the Meetings (in person or by proxy), you are therefore strongly encouraged to sign and return your Forms of Proxy or appoint an electronic or CREST or Proxymity proxy as soon as possible.

The completion and return of the Forms of Proxy by post (or transmission of a proxy appointment or voting instruction online, through CREST or Proxymity or by any other procedure described in this Document) will not prevent you from attending, asking questions and voting (and/or, in the case of the Court Meeting, raising any objections) at the Court Meeting or the General Meeting, if you are entitled to and wish to do so.

Shareholder Helpline

If you have any questions about this Document, the Court Meeting or the General Meeting, or are in any doubt as to how to complete the Forms of Proxy or to submit your proxies electronically or online, please contact Kin and Carta's receiving agents, Link Group, by calling the Shareholder Helpline on 0371 664 0321 from within the UK or on +44 371 664 0321 if calling from outside the UK. Lines are open between 9:00 a.m. and 5:30 p.m. Monday to Friday (except public holidays in England and Wales). Calls are charged at the standard geographical rate and will vary by provider. Calls from outside the UK will be charged at the applicable international rate. Please note that calls may be monitored or recorded and Link Group cannot provide advice on the merits of the Acquisition or the Scheme or give any financial, legal or tax advice.

Yours faithfully,

Rob Way

For and on behalf of Citigroup Global Markets Limited

PART III

CONDITIONS TO THE IMPLEMENTATION OF THE SCHEME AND TO THE ACQUISITION

Part A: Conditions to the Scheme and the Acquisition

The Acquisition will be conditional upon the Scheme becoming unconditional and becoming Effective, subject to the provisions of the Takeover Code, by no later than 11:59 p.m. on the Long Stop Date or such later date (if any) as Bidco and Kin and Carta may agree, with the consent of the Panel, and the Court may allow.

Conditions of the Scheme

The Scheme will be subject to the following Conditions:

2.1

(i) its approval by a majority in number representing not less than 75 per cent. in value of Scheme Shares held by Kin and Carta Shareholders who are on the register of members of Kin and Carta (or the relevant class or classes thereof) at the Voting Record Time, present and voting, whether in person or by proxy, at the Court Meeting and at any separate class meeting which may be required (or any adjournment thereof); and

(ii) such Court Meeting being held on or before the 22nd day after the expected date of the Court Meeting set out in this Document (or such later date as may be agreed between Bidco and Kin and Carta with the consent of the Panel (and that the Court may approve if required));

2.2

(i) the Special Resolution being duly passed at the General Meeting (or any adjournment thereof); and

(ii) such General Meeting being held on or before the 22nd day after the expected date of the General Meeting set out in this Document (or such later date as may be agreed between Bidco and Kin and Carta with the consent of the Panel (and that the Court may approve if required)); and

2.3

(i) the sanction of the Scheme by the Court (with or without modification (but subject to such modification being acceptable to Bidco and Kin and Carta)) and the delivery of a copy of the Court Order to the Registrar of Companies; and

(ii) the Court Sanction Hearing being held on or before the 22nd day after the expected date of the Court Sanction Hearing set out in this Document (or such later date as may be agreed between Bidco and Kin and Carta with the consent of the Panel (and that the Court may approve)).

General Conditions

In addition, subject as stated in Part B (Certain further terms of the Acquisition) Bidco and Kin and Carta have agreed that the Acquisition will be conditional upon the following Conditions and, accordingly, the necessary actions to make the Scheme Effective will not be taken unless the following Conditions (as amended if appropriate) have been satisfied or, where relevant, waived:

Antitrust

3.1 United States

All filings having been made and any applicable waiting period under the Hart Scott Rodino Antitrust Improvements Act of 1976 (as amended) and the regulations made there under relating to the Acquisition has expired, lapsed or been terminated.

3.2 North Macedonia

A merger filing having been made and the Commission for Protection of the Competition of the Republic of North Macedonia (“Macedonian Competition Commission”), having either: (i) confirmed that the Acquisition is not subject to the Macedonian Competition Commission’s approval; or (ii) approved the Acquisition.

3.3 United Kingdom

The CMA:

3.3.1 following a decision to open a phase 1 merger review in relation to the Acquisition, deciding, on terms reasonably satisfactory to Bidco, not to refer the Acquisition nor any matter arising from or relating to the Acquisition to the chair of the CMA for the constitution of a group under Schedule 4 to the Enterprise and Regulatory Reform Act 2013 (a “Phase 2 CMA Review”); or

3.3.2 as at the date on which all other Conditions (with the exception of Condition 2.3 of Part III of this Document) of the Acquisition are satisfied or waived:

(a) not having requested submission of a Merger Notice or commenced a phase 1 merger review by indicating that the statutory review period in which the CMA has to decide whether to make a Phase 2 CMA Review under section 34ZA of the Enterprise Act 2002 has begun; or

(b) having responded to a briefing paper in writing that it has no further questions in relation to the Acquisition (and has not otherwise opened an inquiry, or indicated that it is still deciding whether to open an inquiry).

Regulatory

3.4 CFIUS

The receipt of any required foreign investment approvals by the competent authorities in the United States including from CFIUS (and, to the extent relevant, all necessary undertakings, commitments, actions, mitigation, conditions, modifications or any other similar remedies required by the competent authorities for completion of the Acquisition having been satisfied or complied with).

3.5 NSIA

Pursuant to the UK National Security and Investment Act 2021 (“NSIA”), a notification having been accepted by the Secretary of State and the Secretary of State either:

3.5.1 confirming that no further action will be taken in relation to the Acquisition; or

3.5.2 making a final order in relation to the Acquisition on terms satisfactory to Bidco that it is not prohibited (and to the extent relevant, any conditions or

obligations contained in such an order necessary for completion of the Acquisition having been satisfied or complied with).

Other Third Party clearances

3.6 no central bank, government or governmental, quasi governmental, supranational, statutory, regulatory, environmental, administrative, fiscal or investigative body, court, trade agency, association, institution, environmental body, employee representative body or any other body or person whatsoever in any jurisdiction (each a “Third Party”) having given notice of a decision to take, institute, implement or threaten any action, proceeding, suit, investigation, enquiry or reference, or having required any action to be taken or otherwise having done anything or having enacted, made or proposed any statute, regulation, decision, order or change to published practice and there not continuing to be outstanding any statute, regulation, decision or order which would or might reasonably be expected to:

3.6.1 make the Acquisition, its implementation or the acquisition or proposed acquisition of any shares or other securities in, or control or management of, any member of the Wider Kin and Carta Group by any member of the Wider Bidco Group void, illegal and/or unenforceable under the laws of any relevant jurisdiction, or otherwise directly or indirectly prevent, prohibit, or restrain, restrict, impede, challenge, delay or otherwise interfere with the implementation of, or impose material additional conditions or obligations with respect to, the Acquisition or the acquisition of any shares or other securities in, or control or management of, any member of the Wider Kin and Carta Group by any member of the Wider Bidco Group or require amendment of the Scheme;

3.6.2 require, prevent or materially delay the divestiture or materially alter the terms envisaged for such divestiture by any member of the Wider Bidco Group or by any member of the Wider Kin and Carta Group of all or any part of their businesses, assets or property or impose any limitation on the ability of all or any of them to conduct their respective businesses (or any part thereof) or to own, control or manage any of their assets or properties (or any part thereof) to an extent which is material in the context of the Wider Kin and Carta Group taken as a whole or in the context of the Acquisition;

3.6.3 impose any material limitation on, or result in a material delay in, the ability of any member of the Wider Bidco Group directly or indirectly to acquire or hold or to exercise effectively all or any rights of ownership in respect of shares or other securities in Kin and Carta (or any member of the Wider Kin and Carta Group) or on the ability of any member of the Wider Kin and Carta Group or any member of the Wider Bidco Group directly or indirectly to hold or exercise effectively any rights of ownership in respect of shares or other securities (or the equivalent) in, or to exercise management control over, any member of the Wider Kin and Carta Group to an extent which is material in the context of the Wider Kin and Carta Group taken as a whole or in the context of the Acquisition;

3.6.4 other than pursuant to the implementation of the Scheme or, if applicable, sections 974 to 991 of the Companies Act, require any member of the Wider

Bidco Group or the Wider Kin and Carta Group to acquire or offer to acquire any shares, other securities (or the equivalent) or interest in any member of the Wider Kin and Carta Group or any asset owned by any third party which is material in the context of the Wider Kin and Carta Group or the Wider Bidco Group, in either case taken as a whole;

3.6.5 require, prevent or delay a divestiture by any member of the Wider Bidco Group of any shares or other securities (or the equivalent) in any member of the Wider Kin and Carta Group;

3.6.6 result in any member of the Wider Kin and Carta Group ceasing to be able to carry on business under any name under which it presently carries on business to an extent which is material in the context of the Wider Kin and Carta Group taken as a whole or in the context of the Acquisition;

3.6.7 impose any limitation on the ability of any member of the Wider Bidco Group or any member of the Wider Kin and Carta Group to conduct, integrate or co-ordinate all or any part of their respective businesses with all or any part of the business of any other member of the Wider Bidco Group and/or the Wider Kin and Carta Group in a manner which is adverse and material to the Wider Bidco Group and/or the Wider Kin and Carta Group, in either case, taken as a whole or in the context of the Acquisition; or

3.6.8 except as Disclosed, otherwise affect the business, assets, value, profits, prospects or operational performance of any member of the Wider Kin and Carta Group or any member of the Wider Bidco Group in each case in a manner which is adverse to and material in the context of the Wider Kin and Carta Group taken as a whole or of the financing of the Acquisition,

and all applicable waiting and other time periods (including any extensions thereof) during which any such Third Party could decide to take, institute, implement or threaten any such action, proceeding, suit, investigation, enquiry or reference or take any other step under the laws of any jurisdiction in respect of the Acquisition or proposed acquisition of any Kin and Carta Shares or otherwise intervene having expired, lapsed, or been terminated;

3.7 all necessary notifications, filings or applications having been made in connection with the Acquisition and all necessary waiting and other time periods (including any extensions thereof) under any applicable legislation or regulation of any jurisdiction having expired, lapsed or been terminated (as appropriate) and all statutory and regulatory obligations in any jurisdiction having been complied with and all Authorisations which are deemed by Bidco to be necessary or reasonably considered to be appropriate in any jurisdiction for or in respect of the Acquisition or the proposed acquisition of any shares or other securities in, or control of, Kin and Carta by any member of the Wider Bidco Group having been obtained on terms and in a form reasonably satisfactory to Bidco (acting reasonably) from all appropriate Third Parties or (without prejudice to the generality of the foregoing) from any person or bodies with whom any member of the Wider Kin and Carta Group or the Wider Bidco Group has entered into contractual arrangements in each case where the direct consequence of a failure to make such notification or filing or to wait for the expiry, lapse or termination of any such waiting or other time period or to comply with such obligation or obtain such Authorisation would be unlawful in any relevant jurisdiction or have a material

adverse effect on the Wider Kin and Carta Group, any member of the Bidco Group or the ability of Bidco to implement the Scheme and all such Authorisations remaining in full force and effect at the time at which the Scheme becomes otherwise unconditional in all respects and there being no notice or intimation of an intention to revoke, suspend, restrict, modify or not to renew such Authorisations;

3.8 no temporary restraining order, preliminary or permanent injunction, preliminary or permanent enjoinment, or other order issued and being in effect by a court or other Third Party which has the effect of making the Acquisition or any acquisition or proposed acquisition of any shares or other securities or control or management of, any member of the Wider Kin and Carta Group by any member of the Wider Bidco Group, or the implementation of either of them, void, voidable, illegal and/or unenforceable under the laws of any relevant jurisdiction, or otherwise directly or indirectly prohibiting, preventing, restraining, restricting, delaying or otherwise interfering with the completion or the approval of the Acquisition or any matter arising from the proposed acquisition of any shares or other securities in, or control or management of, any member of the Wider Kin and Carta Group by any member of the Wider Bidco Group;

Absence of certain adverse circumstances

3.9 except as Disclosed, there being no provision of any arrangement, agreement, licence, permit, franchise, lease or other instrument to which any member of the Wider Kin and Carta Group is a party or by or to which any such member or any of its assets is or may be bound, entitled or be subject or any event or circumstance which, as a consequence of the Acquisition or the proposed acquisition by any member of the Wider Bidco Group of any shares or other securities in Kin and Carta or because of a change in the control or management of any member of the Wider Kin and Carta Group or otherwise, would or might reasonably be expected to result in, in each case to an extent which is material in the context of the Wider Kin and Carta Group taken as a whole or to the financing of the Acquisition:

3.9.1 any monies borrowed by, or any other indebtedness, actual or contingent of, or any grant available to, any member of the Wider Kin and Carta Group being or becoming repayable, or capable of being declared repayable, immediately or prior to its or their stated maturity date or repayment date, or the ability of any such member to borrow monies or incur any indebtedness being withdrawn or inhibited or being capable of becoming or being withdrawn or inhibited;

3.9.2 the rights, liabilities, obligations, interests or business of any member of the Wider Kin and Carta Group or any member of the Wider Bidco Group under any such arrangement, agreement, licence, permit, lease or instrument or the interests or business of any member of the Wider Kin and Carta Group or any member of the Wider Bidco Group in or with any other firm or company or body or person (or any agreement or arrangement relating to any such business or interests) being or likely to become terminated or adversely modified or affected or any onerous obligation or liability arising or any adverse action being taken or arising thereunder;

3.9.3 any member of the Wider Kin and Carta Group ceasing to be able to carry on business under any name under which it presently carries on business to an

extent which is material in the context of the Kin and Carta Group taken as a whole or in the context of the Acquisition;

3.9.4 any assets or interests of, or any asset the use of which is enjoyed by, any member of the Wider Kin and Carta Group being or falling to be disposed of or charged or any right arising under which any such asset or interest could be required to be disposed of or charged or could cease to be available to any member of the Wider Kin and Carta Group otherwise than in the ordinary course of business;

3.9.5 other than in the ordinary course of business, the creation or enforcement of any mortgage, charge or other security interest over the whole or any part of the business, property or assets of any member of the Wider Kin and Carta Group or any such mortgage, charge or other security interest (whenever created, arising or having arisen), becoming enforceable;

3.9.6 the business, assets, value, financial or trading position, profits, prospects or operational performance of any member of the Wider Kin and Carta Group being prejudiced or adversely affected; or

3.9.7 the creation or acceleration of any material liability (actual or contingent) by any member of the Wider Kin and Carta Group other than trade creditors or other liabilities incurred in the ordinary course of business; or

3.9.8 any liability of any member of the Wider Kin and Carta Group to make any severance, termination, bonus or other payment to any of its directors or other officers other than in the ordinary course of business;

No material transactions, claims or changes in the conduct of the business of the Kin and Carta Group

3.10 except as Disclosed, no member of the Wider Kin and Carta Group having since 31 July 2022:

3.10.1 save as between Kin and Carta and its wholly-owned subsidiaries or between such wholly-owned subsidiaries and save for the issue or transfer out of treasury of Kin and Carta Shares on the exercise of options or vesting of awards granted in the ordinary course under the Kin and Carta Share Plans, issued or agreed to issue or authorised or proposed the issue of additional shares of any class, or securities or securities convertible into, or exchangeable for, or rights, warrants or options to subscribe for or acquire, any such shares or convertible securities;

3.10.2 recommended, declared, paid or made or agreed to recommend, declare, pay or make any bonus issue, dividend or other distribution (whether payable in cash or otherwise) other than to Kin and Carta or one of its wholly-owned subsidiaries;

3.10.3 save as between Kin and Carta and its wholly-owned subsidiaries or between such wholly-owned subsidiaries, merged with (by statutory merger or otherwise) or demerged from or acquired any body corporate, partnership or business or acquired or disposed of, or, other than in the ordinary course of business, transferred, mortgaged or charged or created any security interest

over, any assets or any right, title or interest in any asset (including shares and trade investments) or authorised, proposed or announced any intention to do so, in each case to an extent which is material in the context of the Wider Kin and Carta Group taken as a whole;

3.10.4 save as between Kin and Carta and its wholly-owned subsidiaries or between such wholly-owned subsidiaries, made, authorised, proposed or announced an intention to propose any change in its loan capital other than in the ordinary course of business, to an extent which is material in the context of the Wider Kin and Carta Group taken as a whole;

3.10.5 issued, authorised or proposed the issue of, or made any change in or to the terms of, any debentures or (save in the ordinary course of business and save as between Kin and Carta and its wholly-owned subsidiaries or between such wholly-owned subsidiaries) incurred or increased any indebtedness or become subject to any contingent liability to an extent which is material in the context of the Wider Kin and Carta Group taken as a whole or in the context of the Acquisition;

3.10.6 entered into, varied, authorised or proposed entry into or variation of, or announced its intention to enter into or vary, any contract, transaction, arrangement or commitment (whether in respect of capital expenditure or otherwise) (otherwise than in the ordinary course of business) which is of a long-term, unusual or onerous nature, or which involves or could reasonably be expected to involve an obligation of a nature or magnitude which is or is likely to be materially restrictive on the business of any member of the Wider Kin and Carta Group to an extent which is or is reasonably likely to be material to the Wider Kin and Carta Group taken as a whole;

3.10.7 entered into or varied to a material extent the terms of, any contract, commitment, arrangement or any service agreement with any director or senior executive of the Wider Kin and Carta Group save for salary increases, bonuses or variations of terms in the ordinary course;

3.10.8 proposed, agreed to provide or modified the terms of any share option scheme, incentive scheme, or other benefit relating to the employment or termination of employment of any employee of the Wider Kin and Carta Group which, taken as a whole, are material in the context of the Wider Kin and Carta Group taken as a whole;

3.10.9 (i) (excluding the trustee of any pension scheme(s) established by a member of the Wider Kin and Carta Group other than Kin and Carta itself) made, agreed or consented to or procured any significant change to: (a) the terms of any existing trust deeds, rules, policy or other governing documents, or entered into or established any new trust deeds, rules, policy or other governing documents, constituting any pension scheme or other retirement or death benefit arrangement established for the directors, former directors, employees or former employees of any entity in the Wider Kin and Carta Group or their dependants and established by a member of the Wider Kin and Carta Group (a “Relevant Pension Plan”); (b) the basis on which benefits accrue, pensions which are payable or the persons entitled to accrue or be

paid benefits, under any Relevant Pension Plan; (c) the basis on which the liabilities of any Relevant Pension Plan are funded or valued; (e) the basis or rate of employer contribution to a Relevant Pension Plan, in each case to the extent which is material in the context of the Wider Kin and Carta Group taken as a whole or in the context of the Acquisition and other than as required in accordance with applicable law; or (ii) enter into or propose to enter into one or more bulk annuity contracts in relation to any Relevant Pension Plan; or (iii) carried out any act: (a) which would or could reasonably be expected to lead to the commencement of the winding up of any Relevant Pension Plan; (b) which would or is reasonably likely to create a material debt owed by an employer to any Relevant Pension Plan; (c) which would or might accelerate any obligation on any employer to fund or pay additional contributions to any Relevant Pension Plan; or (d) which would, having regard to the published guidance of the Pensions Regulator give rise directly or indirectly to a liability in respect of a Relevant Pension Plan arising out of the operation of sections 38 and 38A of the Pensions Act 2004 in relation to a Relevant Pension Plan, in each case to the extent which is material in the context of the Wider Kin and Carta Group taken as a whole or in the context of the Acquisition and other than as required in accordance with applicable law;

3.10.10 changed the trustee or trustee directors or other fiduciary of any Relevant Pension Plan;

3.10.11 entered into, implemented or effected, or authorised, proposed or announced its intention to implement or effect, any joint venture, asset or profit sharing arrangement, partnership, composition, assignment, reconstruction, amalgamation, commitment, scheme or other transaction or arrangement (other than the Scheme) otherwise than in the ordinary course of business which is material in the context of the Wider Kin and Carta Group taken as a whole or in the context of the Acquisition;

3.10.12 purchased, redeemed or repaid any of its own shares or other securities or reduced or, save in respect of the matters mentioned in sub-paragraph 3.10.1 above, made any other change to any part of its share capital to an extent which (other than in the case of Kin and Carta) is material in the context of the Wider Kin and Carta Group taken as a whole;

3.10.13 other than with respect to claims between Kin and Carta and its wholly owned subsidiaries (or between such subsidiaries), waived, compromised or settled any claim otherwise than in the ordinary course of business which is material in the context of the Wider Kin and Carta Group taken as a whole or in the context of the Acquisition;

3.10.14 made any alteration to its Articles or other constitutional documents (in each case, other than in connection with the Scheme) which is material in the context of the Acquisition;

3.10.15 (other than in respect of a member of the Wider Kin and Carta Group which is dormant and was solvent at the relevant time) taken or proposed any steps, corporate action or had any legal proceedings instituted or threatened against it in relation to the suspension of payments, a moratorium of any

indebtedness, its winding-up (voluntary or otherwise), dissolution, reorganisation or for the appointment of any administrator, receiver, manager, administrative receiver, trustee or similar officer of all or any of its assets or revenues or any analogous proceedings in any jurisdiction or appointed any analogous person in any jurisdiction or had any such person appointed which is material in the context of the Wider Kin and Carta Group taken as a whole or in the context of the Acquisition;

3.10.16 been unable, or admitted in writing that it is unable, to pay its debts or commenced negotiations with one or more of its creditors with a view to rescheduling or restructuring any of its indebtedness, or having stopped or suspended (or threatened to stop or suspend) payment of its debts generally or ceased or threatened to cease carrying on all or a substantial part of its business which is material in the context of the Wider Kin and Carta Group taken as a whole or in the context of the Acquisition;

3.10.17 entered into any contract, commitment, agreement or arrangement which would be materially restrictive on the business of any member of the Wider Kin and Carta Group or the Wider Bidco Group and otherwise than in the ordinary course of business;

3.10.18 terminated or varied the terms of any agreement or arrangement between any member of the Wider Kin and Carta Group and any other person in a manner which would or might be expected to have a material adverse effect on the financial position of the Wider Kin and Carta Group taken as a whole; or

3.10.19 taken (or agreed or proposed to take) any action which requires, or would require, the consent of the Panel or the approval of Kin and Carta Shareholders in general meeting in accordance with, or as contemplated by, Rule 21.1 of the Takeover Code;

No material adverse change

3.11 since 31 July 2022, and except as Disclosed, there having been:

3.11.1 no adverse change and no circumstance having arisen which would be expected to result in any adverse change or deterioration in the business, assets, value, financial or trading position, profits, prospects or operational performance of any member of the Wider Kin and Carta Group to an extent which is material to the Wider Kin and Carta Group taken as a whole or to the financing of the Acquisition;

3.11.2 no litigation, arbitration proceedings, prosecution or other legal proceedings including, without limitation, with regard to intellectual property rights used by the Wider Kin and Carta Group having been threatened, announced or instituted by or against or remaining outstanding against any member of the Wider Kin and Carta Group or to which any member of the Wider Kin and Carta Group is or may become a party (whether as claimant or defendant or otherwise) which, in any such case, might be expected to have a material adverse effect on the Wider Kin and Carta Group taken as a whole, and no enquiry, review, investigation or enforcement proceedings by, or complaint or

reference to, any Third Party against or in respect of any member of the Wider Kin and Carta Group having been threatened, announced or instituted by or against, or remaining outstanding in respect of, any member of the Wider Kin and Carta Group which, in any such case, might be expected to have a material adverse effect on the Wider Kin and Carta Group taken as a whole;

3.11.3 no contingent or other liability having arisen, increased or become apparent (other than in the ordinary course of its business) which is reasonably likely to adversely affect the business, assets, financial or trading position, profits, prospects or operational performance of any member of the Wider Kin and Carta Group to an extent which is material to the Wider Kin and Carta Group taken as a whole;

3.11.4 no steps having been taken and no omissions having been made which are reasonably likely to result in the withdrawal, cancellation, termination or modification of any licence held by any member of the Wider Kin and Carta Group, which is necessary for the proper carrying on of its business and the withdrawal, cancellation, termination or modification of which is material and reasonably likely to have a material adverse effect on the Wider Kin and Carta Group taken as a whole; and

3.11.5 no member of the Wider Kin and Carta Group having conducted its business in material breach of any applicable laws and regulations which in any case is material in the context of the Wider Kin and Carta Group taken as a whole;

3.12 since 31 July 2022, except as Disclosed, Bidco not having discovered:

3.12.1 that any financial, business or other information concerning the Wider Kin and Carta Group publicly announced or disclosed to any member of the Wider Bidco Group at any time prior to the date of the 2.7 Announcement by or on behalf of any member of the Wider Kin and Carta Group or to any of their advisers is misleading, contains a misrepresentation of fact or omits to state a fact necessary to make that information not misleading and which was not subsequently corrected before the date of the 2.7 Announcement by disclosure either publicly or otherwise to Bidco or its professional advisers and which is, in any case, material in the context of the Wider Kin and Carta Group taken as a whole or in the context of the Acquisition;

3.12.2 that any member of the Wider Kin and Carta Group is subject to any liability, contingent or otherwise and which is material in the context of the Wider Kin and Carta Group taken as a whole; or

3.12.3 any information which affects the import of any information disclosed to Bidco at any time prior to the date of the 2.7 Announcement by or on behalf of any member of the Wider Kin and Carta Group which is material in the context of the Wider Kin and Carta Group taken as a whole;

Environmental liabilities

3.13 except as Disclosed, Bidco not having discovered that, in relation to any release, emission, accumulation, discharge, disposal or other similar circumstance which has impaired or is likely to impair the environment (including property) or harmed or is likely to harm the health of humans, animals or other living organisms or eco systems, no

past or present member of the Wider Kin and Carta Group, in a manner or to an extent which is material in the context of the Wider Kin and Carta Group, (i) having committed any violation of any applicable laws, statutes, regulations, Authorisations, notices or other requirements of any Third Party giving rise to a material liability; and/or (ii) having incurred any material liability (whether actual or contingent) to any Third Party; and/or (iii) being likely to incur any material liability (whether actual or contingent), or being required, to make good, remediate, repair, re instate or clean up the environment (including any property) in each case of (i), (ii) or (iii) which such liability or requirement would be material to the Wider Kin and Carta Group taken as a whole;

Intellectual property

3.14 except as Disclosed, no circumstance having arisen or event having occurred in relation to any intellectual property owned or used by any member of the Wider Kin and Carta Group which would be reasonably likely to have a material adverse effect on the Wider Kin and Carta Group taken as a whole or is otherwise material in the context of the Acquisition;

Anti-corruption and sanctions

3.15 except as Disclosed, Bidco not having discovered that (to an extent that is material in the context of the Wider Kin and Carta Group taken as a whole):

3.15.1 any past or present member of the Wider Kin and Carta Group or any person that performs or has performed services for or on behalf of any such company is or has at any time engaged in any activity, practice or conduct (or omitted to take any action) in contravention of the UK Bribery Act 2010, the U.S. Foreign Corrupt Practices Act of 1977 or any other applicable anti-corruption legislation;

3.15.2 any member of the Wider Kin and Carta Group is ineligible to be awarded any contract or business under section 23 of the Public Contracts Regulations 2006 or section 26 of the Utilities Contracts Regulations 2006;

3.15.3 any past or present member of the Wider Kin and Carta Group has engaged in any activity or business with, or made any investments in, or made any payments to any government, entity or individual covered by any of the economic sanctions administered by the United Nations or the European Union (or any of their respective member states) or the United States Office of Foreign Assets Control or any other governmental or supranational body or authority in any jurisdiction; or

3.15.4 a member of the Kin and Carta Group has engaged in a transaction which would cause the Bidco Group to be in breach of any law or regulation on completion of the Acquisition, including the economic sanctions administered by the United States Office of Foreign Assets Control or HM Treasury & Customs or any government, entity or individual targeted by any of the economic sanctions of the United Nations, United States or the European Union or any of its member states.

No criminal property

3.16 except as Disclosed, Bidco not having discovered that any asset of any member of the Wider Kin and Carta Group constitutes criminal property as defined by section 340(3) of the Proceeds of Crime Act 2002 (but disregarding paragraph (b) of that definition).

Part B: Further terms of the Acquisition

Subject to the requirements of the Panel, Bidco reserves the right, in its sole discretion, to waive, in whole or in part, all or any of the Conditions set out in Part A (Conditions to the Scheme and the Acquisition) of this Part III (Conditions to the Implementation of the Scheme and to the Acquisition) above, except Conditions 1, 2.1(i), 2.2(i), and 2.3(i), which cannot be waived. If any of Conditions 2.1(ii), 2.2(ii), and 2.3(ii) is not satisfied by the relevant deadline specified in the relevant Condition, Bidco shall make an announcement by 8:00 a.m. on the Business Day following such deadline confirming whether it has invoked the relevant Condition, waived the relevant deadlines, or agreed with Kin and Carta to extend the relevant deadline.
Bidco shall be under no obligation to waive (if capable of waiver), to determine to be or remain satisfied or to treat as fulfilled any of the Conditions in Part A (Conditions to the Scheme and the Acquisition) of this Part III (Conditions to the Implementation of the Scheme and to the Acquisition) above that are capable of waiver by a date earlier than the latest date for the fulfilment of that Condition notwithstanding that the other Conditions of the Acquisition may at such earlier date have been waived or fulfilled and that there are at such earlier date no circumstances indicating that any of such Conditions may not be capable of fulfilment.
Under Rule 13.5(a) of the Code and subject to paragraph 4 below, Bidco may only invoke a Condition so as to cause the Acquisition not to proceed, to lapse, or to be withdrawn with the consent of the Panel. The Panel will normally only give its consent if the circumstances which give rise to the right to invoke the Condition are of material significance to Bidco in the context of the Acquisition. This will be judged by reference to the facts of each case at the time that the relevant circumstances arise.
Condition 1 (subject to Rule 12 of the Code), Conditions 2.1(i), 2.2(i) and 2.3(i) in Part A (Conditions to the Scheme and the Acquisition) of this Part III (Conditions to the Implementation of the Scheme and to the Acquisition) above, and, if applicable, any acceptance condition if the Acquisition is implemented by means of a Takeover Offer, are not subject to Rule 13.5(a) of the Code.
Any Condition that is subject to Rule 13.5(a) of the Code may be waived by Bidco.
If the Panel requires Bidco to make an offer or offers for Kin and Carta Shares under the provisions of Rule 9 of the Takeover Code, Bidco may make such alterations to the Conditions as are necessary to comply with the provisions of that Rule.
Bidco reserves the right to elect to implement the Acquisition by way of a Takeover Offer as an alternative to the Scheme, subject to the Panel's consent and (while the Co-operation Agreement is continuing) to the terms of the Co-operation Agreement. In such event, such Takeover Offer will be implemented on the same terms and conditions so far as applicable, as those which would apply to the Scheme (subject to appropriate amendments, including an acceptance condition set at 90 per cent. of the Kin and Carta Shares (or such other percentage as Bidco may decide after, to the extent necessary, consultation with the Panel, being in any case more than 50 per cent. of the Kin and Carta Shares)). If the Acquisition is effected by way of a Takeover Offer, and such Takeover Offer becomes or is declared unconditional and sufficient acceptances are received in respect of such Takeover Offer, Bidco intends to exercise its rights to apply the provisions of Chapter 3 of Part 28 of the Companies Act so as to acquire compulsorily the remaining Kin and Carta Shares in respect of which the Takeover Offer has not been accepted.
The Acquisition will be subject, inter alia, to the Conditions and certain further terms which are set out in this Part III (Conditions to the Implementation of the Scheme and to the Acquisition)

and to the full terms set out in this Document and such further terms as may be required to comply with the provisions of the Listing Rules, the provisions of the Takeover Code and the applicable requirements of the Panel and the London Stock Exchange.

9 Kin and Carta Shares will be acquired by Bidco fully paid and free from all liens, charges, encumbrances and other third party rights of any nature whatsoever and together with all rights attaching to them as at the Effective Date, including the right to receive and retain all dividends and distributions (if any) declared, made or paid after the Acquisition becomes Effective.

10 If, on or after 18 October 2023 and before the Effective Date, any dividend, distribution and/or other return of capital or value is announced, declared, made or paid in respect of the Kin and Carta Shares, Bidco reserves the right to reduce the consideration payable under the terms of the Acquisition for the Kin and Carta Shares by the aggregate amount of all or part of any such dividend, distribution and/or other return of capital or value, in which case any reference in this Document to the consideration payable under the terms of the Acquisition will be deemed to be a reference to the consideration as so reduced. In such circumstances, Kin and Carta Shareholders would be entitled to retain any such dividend, distribution and/or return of capital or value. Any exercise by Bidco of its rights referred to in this paragraph 10 shall be the subject of an announcement and, for the avoidance of doubt, shall not be regarded as constituting any revision or variation of the Acquisition.

11 The availability of the Acquisition to persons not resident in the United Kingdom may be affected by the laws or regulatory requirements of the relevant jurisdictions. Persons who are not resident in the United Kingdom should inform themselves about and observe any applicable requirements.

12 The Acquisition is not being made, directly or indirectly, in, into or from, or by use of the mails of, or by any means of instrumentality (including, but not limited to, facsimile, e-mail or other electronic transmission, telex or telephone) of interstate or foreign commerce of, or of any facility of a national, state or other securities exchange of, any jurisdiction where to do so would violate the laws of that jurisdiction.

13 The Scheme will be governed by English law and be subject to the jurisdiction of the Court, to the Conditions set out above and full terms set out in this Part III (Conditions to the Implementation of the Scheme and to the Acquisition). The Acquisition will be subject to the applicable requirements of the Takeover Code, the Panel, the London Stock Exchange, the FCA, the Listing Rules and the Registrar of Companies.

14 Each of the Conditions shall be regarded as a separate Condition and shall not be limited by reference to any other Condition.

PART IV

SCHEME OF ARRANGEMENT

IN THE HIGH COURT OF JUSTICE
BUSINESS AND PROPERTY COURTS OF ENGLAND AND WALES
COMPANIES COURT (ChD)

CR-2023- 005829

IN THE MATTER OF KIN AND CARTA PLC
and
IN THE MATTER OF THE COMPANIES ACT 2006

SCHEME OF ARRANGEMENT
(under Part 26 of the Companies Act 2006)
between
KIN AND CARTA PLC
and
THE HOLDERS OF THE SCHEME SHARES
(as hereinafter defined)

PRELIMINARY

(A) In this Scheme, unless inconsistent with the subject or context, the following expressions bear the following meanings:

"Acquisition" the proposed cash acquisition of the entire issued, and to be issued, share capital of Kin and Carta by Bidco (other than any Excluded Shares) to be effected by means of this Scheme and, where the context admits, any subsequent revision, variation, extension or renewal thereof;

"Apax" Apax Partners LLP;

"Bidco" Kelvin UK Bidco Limited, a newly formed company owned indirectly by funds advised by Apax;

"Bidco Group" Bidco and its subsidiary undertakings and where the context permits, each of them and "member of the Bidco Group" shall be construed accordingly;

"Business Day" a day (other than Saturdays, Sundays and public holidays in England) on which banks are open for business in London;

"certificated form" or "in certificated form" a share or other security which is not in uncertificated form (that is, not in CREST);

"CK Market Value Option" the one-off, market-value option with an exercise price of 110.5 pence per Kin and Carta Share granted to Chris Kutsor in connection with his appointment to the Kin and Carta Board in 2019;

"Code" the City Code on Takeovers and Mergers issued by the Panel, as amended from time to time;

"Companies Act" the Companies Act 2006, as amended from time to time;

"Conditions" the conditions to the Acquisition and to the implementation of this Scheme as set out in Part III (Conditions to the Implementation of the Scheme and to the Acquisition) of the Document;

"Court" the High Court of Justice in England and Wales;

"Court Meeting" the meeting of Scheme Shareholders convened pursuant to an order of the Court pursuant to section 896 of the Companies Act for the purpose of considering and, if thought fit, approving (with or without modification) this Scheme, including any adjournment, postponement or reconvention thereof;

"Court Order" the order of the Court sanctioning this Scheme under section 899 of the Companies Act;

"Court Sanction Hearing" the hearing by the Court of the application to sanction the Scheme under Part 26 of the Companies Act;

"CREST" the relevant system (as defined in the Uncertificated Securities Regulations 2001 (SI 2001/3755) (including as it forms part of the domestic law of the United Kingdom by virtue of the European Union (Withdrawal) Act 2018) in respect of which Euroclear is the Operator (as defined in said Regulations));

"CREST Regulations" the Uncertificated Securities Regulations 2001 (SI 2001/3755) (including as it forms part of domestic law of the United Kingdom by virtue of the European Union (Withdrawal) Act 2019), as amended from time to time (including by means of the Uncertificated Securities (amendment and EU Exit) Regulations 2019 (SI 2019/679));

"Document" the circular to the Kin and Carta Shareholders published by the Company on 9 November 2023 in connection with this Scheme;

"Effective Date" the date on which this Scheme becomes effective in accordance with its terms;

"ESPP" the Kin and Carta Employee Stock Purchase Plan, as amended from time to time;

"Euroclear" Euroclear UK & International Limited;

"Excluded Shares" any Kin and Carta Shares which are:

(a) registered in the name of or beneficially owned by:

(i) Bidco and/or any member of the Bidco Group; and/or
(ii) any nominee of the foregoing; or

(b) held in treasury,

in each case, at any relevant date or time;

"holder" a registered holder and includes any person(s) entitled by transmission;

"Kin and Carta" or "Company" Kin and Carta plc, a public limited company incorporated in England and Wales (company number 01552113) with its registered address at The Spitfire Building, 71 Collier Street, London, England, N1 9BE;

"Kin and Carta Share Plans" the LTIPs, the RSU Plan, the Sharesave, the ESPP and the CK Market Value Option;

"Kin and Carta Shareholders" the holders of Kin and Carta Shares from time to time;

"Kin and Carta Shares" ordinary shares of 10 pence each in the capital of Kin and Carta;

"Latest Practicable Date" close of business on 7 November 2023, being the latest practicable date before publication of the Document;

"Link Group" the trading name of Link Market Services Limited, Kin and Carta's registrars and receiving agents for the Scheme;

"LTIP 2010" the Kin and Carta Long Term Incentive Plan 2010, as amended from time to time;

"LTIP 2020" the Kin and Carta Long Term Incentive Plan 2020, as amended from time to time;

"LTIPs" the LTIP 2010 and the LTIP 2020;

"Panel" the Panel on Takeovers and Mergers of the United Kingdom;

"RSU Plan" the Kin and Carta Restricted Stock Unit Plan;

"Scheme" this scheme of arrangement under Part 26 of the Companies Act between Kin and Carta and the Scheme Shareholders in connection with the Acquisition in its present form or with or subject to any modification, addition or condition approved or imposed by the Court and agreed to by Kin and Carta and Bidco;

"Scheme Record Time" 6:00 p.m. on the Business Day immediately after the date on which the Court grants the Court Order (or such other date and/or time as Bidco and Kin and Carta may agree);

"Scheme Shareholders" holders of Scheme Shares and a "Scheme Shareholder" shall mean any one of those Scheme Shareholders;

"Scheme Shares" the Kin and Carta Shares:

(a) in issue at the date of publication of the Document;

(b) (if any) issued after the date of publication of the Document and prior to the Voting Record Time; and

(c) (if any) issued at or after the Voting Record Time and prior to the Scheme Record Time in respect of which the original or any subsequent holder thereof shall be bound by this Scheme or shall by such time have agreed in writing to be bound by this Scheme,

in each case (where the context requires), remaining in issue at the Scheme Record Time but excluding any Excluded Shares;

"Sharesave" the Kin and Carta Sharesave Plan, as amended from time to time;

"subsidiary undertaking" has the meaning given in section 1162 of the Companies Act;

"UK" or "United Kingdom" the United Kingdom of Great Britain and Northern Ireland;

"uncertificated" or "in uncertificated form" a share or other security recorded on the relevant register of the share or security concerned as being held in uncertificated form in CREST, and title to which, by virtue of the CREST Regulations, may be transferred by means of CREST; and

"Voting Record Time" 6:00 p.m. on the day which is two Business Days prior to the date of the Court Meeting or, if the Court Meeting is adjourned, 6:00 p.m. on the day which is two Business Days before such adjourned meeting.

(B) In this Scheme, (i) all references to times of day are to London time; (ii) all references to "£", "GBP", "pounds Sterling", "pence" and "p" are to the lawful currency of the United Kingdom; and (iii) all references to clauses and sub-clauses are to clauses and sub-clauses of this Scheme.

(C) As at the Latest Practicable Date, the issued ordinary share capital of Kin and Carta was divided into 177,931,360 ordinary shares of 10 pence each (excluding ordinary shares held in treasury), all of which are credited as fully paid up. The Company holds 90,637 ordinary shares of 10 pence each in treasury.

(D) Bidco was incorporated on 12 October 2023 under the laws of England and Wales as a private company limited by shares with registered number 15207095 for the purpose of carrying out the Acquisition.

(E) As at the Latest Practicable Date, none of: (i) Bidco nor any member of the Bidco Group; nor (ii) as far as Bidco is aware, any person acting in concert (within the meaning of the Code) with Bidco, is the registered holder of, or has any beneficial shareholding in, Kin and Carta Shares.

(F) Bidco has agreed, subject to the satisfaction or (where applicable) waiver of the Conditions (other than Condition 2.3) set out in Part III (Conditions to the Implementation of the Scheme and to the Acquisition) of this Document, to appear by counsel at the Court Sanction Hearing and to undertake to the Court to be bound by the provisions of this Scheme in so far as it relates to Bidco and to execute and do or procure to be executed and done all such documents, acts and things as may be necessary or desirable to be executed or done by it to give effect to this Scheme.

THE SCHEME

1. TRANSFER OF SCHEME SHARES

(A) Upon and with effect from the Effective Date, Bidco (and/or its nominee(s)) shall acquire all the Scheme Shares fully paid up, with full title guarantee, free from all liens, equities, charges, encumbrances, options, rights of pre-emption and any other third party rights or interests of any nature whatsoever, and together with all rights or interests of any nature at the Effective Date or thereafter attached thereto, including (without limitation) voting rights and the right to receive and retain in full all dividends and other distributions (if any) and any return of capital (whether by reduction of share capital or share premium account or otherwise) announced, authorised, declared, made or paid in respect of the Scheme Shares by reference to a record date falling on or after the Effective Date.

(B) For the purposes of such acquisition, the Scheme Shares shall be transferred to Bidco (and/or its nominee(s)) and such transfer shall be effected by means of a form or forms of transfer or other instrument or instruction of transfer, or by means of CREST, and to give effect to such transfer(s) any person may be appointed by Bidco as attorney and/or agent and shall be authorised as such attorney and/or agent on behalf of the relevant holder of Scheme Shares to execute and deliver as transferor a form of transfer or other instrument of transfer (whether as a deed or otherwise) of, or give any instruction to transfer or procure the transfer by means of CREST of, such Scheme Shares and every form, instrument or instruction of transfer so executed or instruction given shall be as effective as if it had been

executed or given by the holder or holders of the Scheme Shares thereby transferred. Such form, instrument or instruction of transfer shall be deemed to be the principal instrument of transfer and the equitable or beneficial interest in the Scheme Shares shall only be transferred to Bidco (and/or its nominee(s)) together with the legal interest in such Scheme Shares, pursuant to such form, instrument or instruction of transfer, or by means of CREST.

(C) With effect from the Effective Date and pending the transfer of the Scheme Shares pursuant to sub-clause 1(A) and sub-clause 1(B) of this Scheme and the updating of the register of members of the Company to reflect such transfer, each Scheme Shareholder irrevocably:

(i) appoints Bidco (and/or its nominee(s)) as its attorney and/or agent to exercise on its behalf (in place of and to the exclusion of the relevant Scheme Shareholder) any voting rights attached to its Scheme Shares and any or all rights and privileges (including the right to requisition the convening of a general meeting of the Company or of any class of its shareholders) attaching to its Scheme Shares;

(ii) appoints Bidco (and/or its nominee(s)) and any one or more of its directors or agents to sign on behalf of such Scheme Shareholder any such documents, and to do such things, as may in the opinion of Bidco and/or any one or more of its directors or agents be necessary or desirable in connection with the exercise of any votes or any other rights or privileges attaching to its Scheme Shares (including, without limitation, an authority to sign any consent to short notice of any general or separate class meeting of Kin and Carta as attorney or agent for, and on behalf of, such Scheme Shareholder and/or to attend and/or to execute a form of proxy in respect of its Scheme Shares appointing any person nominated by Bidco and/or any one or more of its directors or agents to attend any general and separate class meetings of Kin and Carta (or any adjournment thereof) and to exercise or refrain from exercising the votes attaching to the Scheme Shares on such Scheme Shareholder's behalf); and

(iii) authorises Kin and Carta and/or its agents to send to Bidco (and/or its nominee(s)) any notice, circular, warrant or other document or communication which may be required to be sent to them as a member of Kin and Carta in respect of such Scheme Shares (including any share certificate(s) or other document(s) of title issued as a result of conversion of their Scheme Shares into certificated form),

such that from the Effective Date, no Scheme Shareholder shall be entitled to exercise any voting rights attached to the Scheme Shares or any other rights or privileges attaching to the Scheme Shares otherwise than in accordance with the directions of Bidco.

(D) The Company shall register, or procure the registration of, any transfer(s) of Scheme Shares effected in accordance with sub-clause 1(A) and sub-clause 1(B) of this Scheme.

CONSIDERATION FOR THE TRANSFER OF SCHEME SHARES

(A) In consideration for the transfer of the Scheme Shares to Bidco (and/or its nominee(s)) pursuant to Clause 1 of this Scheme, Bidco shall, subject as hereinafter provided, pay or procure that there shall be paid to or for the account of each Scheme Shareholder (as appearing on the register of members of Kin and Carta at the Scheme Record Time):

110 pence in cash per Scheme Share held by the Scheme Shareholder

at the Scheme Record Time

(B) If, prior to the Effective Date, any dividend and/or distribution and/or other return of value is announced, declared, authorised, made, paid or becomes payable by Kin and Carta, Bidco

may reduce the consideration (as set out in sub-clause 2(A) above) by an amount equal to the aggregate amount of such dividend and/or distribution and/or other return of value.

(C) If Bidco exercises the right referred to in sub-clause 2(B) of this Scheme to reduce the consideration payable by all or part of the amount of dividend and/or other distribution and/or return of value that has not been paid but is payable by reference to a record date prior to the Effective Date:

(i) holders of Kin and Carta Shares appearing on the register of members at the relevant record time as determined by the directors of the Company shall be entitled to receive and retain that dividend and/or other distribution and/or other return of value in respect of the Kin and Carta Shares they held at such record time;

(ii) any reference in this Scheme and the Document to the consideration payable under this Scheme shall be deemed to be a reference to the consideration as so reduced; and

(iii) the exercise of such rights shall not be regarded as constituting any revision or modification of the terms of this Scheme.

(D) To the extent that any such dividend, distribution and/or other return of value is announced, authorised, declared, made or becomes payable and it is: (i) transferred on a basis which entitles Bidco (and/or its nominees) to receive the dividend and/or distribution and/or other return of value and to retain it; or (ii) cancelled, the consideration payable under the terms of this Scheme shall not be subject to change in accordance with clause 2(B) of this Scheme.

3. SETTLEMENT AND DESPATCH OF CONSIDERATION

(A) As soon as practicable after the Effective Date, and in any event not more than 14 days after the Effective Date (unless the Panel agrees otherwise), Bidco shall satisfy the consideration due to Scheme Shareholders pursuant to Clause 2 as follows:

(i) in the case of the Scheme Shares which at the Scheme Record Time are in certificated form, Link Group on behalf of Bidco shall despatch, or procure the despatch of, to the persons entitled thereto in accordance with the provisions of sub-clause 3(D) of this Scheme, cheques for the sums payable to them respectively pursuant to clause 2 of this Scheme;

(ii) in the case of the Scheme Shares which at the Scheme Record Time are in uncertificated form, Link Group on behalf of Bidco shall instruct, or procure the instruction of, Euroclear to create an assured payment obligation in respect of the sums payable to the Scheme Shareholder in accordance with the CREST assured payment arrangements, provided that Bidco reserves the right to make payment of the said consideration by electronic payment or by cheque as aforesaid in sub-clause 3(A)(i) of this Scheme if, for reasons outside its reasonable control, it is not able to effect settlement in accordance with this sub-clause 3(A)(ii); and

(iii) in the case of Scheme Shares issued or transferred pursuant to the Kin and Carta Share Plans after the Court has made the Court Order and prior to the Scheme Record Time, Bidco shall procure the payment of the sums payable to the persons entitled thereto in respect of such Scheme Shares by such method as shall be determined by the Company (including, but not limited to, procuring that payments are made either by cheque or directly into the relevant director or employee bank account through the payroll, subject to the deduction of applicable exercise prices, income taxes and social security contributions).

(B) With effect from the Scheme Record Time, each holding of Scheme Shares credited to any stock account in CREST shall be disabled and all Scheme Shares shall be removed from CREST in due course.

(C) All deliveries of notices, cheques or statements of entitlement required to be made pursuant to this Scheme shall be effected by sending the same by first class post in pre-paid envelopes or by international standard post if overseas (or by such other method as may be approved by the Panel) addressed to the persons entitled thereto at their respective addresses as appearing in the register of members of Kin and Carta at the Scheme Record Time or, in the case of joint holders, to the address of the holder whose name stands first in such register in respect of the joint holding concerned at such time, and none of Kin and Carta, Bidco or their respective agents or nominees shall be responsible for any loss or delay in the transmission or delivery of any notices, cheques or statements of entitlement sent in accordance with this sub-clause 3(C), which shall be sent at the risk of the person or persons entitled thereto.

(D) All cheques shall be in pounds Sterling and drawn on a United Kingdom clearing bank and shall be made payable to the Scheme Shareholder concerned (except that, in the case of joint holders, Bidco reserves the right to make such cheques payable to that one of the joint holders whose name stands first in the register of members of the Company in respect of such holding at the Scheme Record Time), and the encashment of any such cheque in accordance with this Clause 3 shall be a complete discharge of Bidco's obligation under this Scheme to pay the monies represented thereby. Link Group on behalf of Bidco shall despatch or procure the despatch of cheques, and make electronic payments, within 14 days of the Effective Date.

(E) If any Scheme Shareholders have not encashed cheques sent to them in accordance with this Scheme within six months of the Effective Date, Bidco and the Company shall procure that the cash consideration due to such Scheme Shareholders under this Scheme shall be held by Link Group as receiving agents for such Scheme Shareholders for a period of 12 years from the Effective Date, solely for the purpose of satisfying payment obligations under the Scheme and such Scheme Shareholders may (subject to the legal requirements of any jurisdiction relevant to such Scheme Shareholder) claim the consideration due to them by written notice to Link Group in a form which Link Group determines evidences their entitlement to such consideration at any time during the period of 12 years from the Effective Date. Bidco undertakes that neither it nor its nominee(s) shall seek, require or accept repayment of the monies so held for the purposes detailed above prior to the first Business Day after the twelfth anniversary of the Effective Date or otherwise with the permission of the Court.

(F) In respect of payments made through CREST, Bidco shall instruct, or procure the instruction of, Euroclear to create an assured payment obligation in accordance with the CREST assured payment arrangements within 14 days of the Effective Date. The instruction of Euroclear shall be a complete discharge of Bidco's obligation under this Scheme with reference to the payments made through CREST.

(G) None of Kin and Carta, Bidco or their respective agents or nominees shall be responsible for any loss or delay in the transmission or delivery of any notices, cheques or statements of entitlement sent in accordance with this Clause 3, which shall be sent at the risk of the person or persons entitled thereto.

(H) The preceding sub-clauses of this Clause 3 shall take effect subject to any prohibition or condition imposed by law.

CERTIFICATES IN RESPECT OF SCHEME SHARES AND CANCELLATION OF CREST ENTITLEMENTS

With effect from, or as soon as practicable after, the Effective Date:

(A) all certificates representing Scheme Shares shall cease to be valid as documents of title to the shares represented thereby and every holder of Scheme Shares shall be bound at the request of Kin and Carta to deliver up the same to Kin and Carta (or any person appointed by Kin and Carta to receive such certificates), or, as it may direct, to destroy the same;

(B) Euroclear shall be instructed to cancel or transfer the entitlements to Scheme Shares of holders of Scheme Shares in uncertificated form;

(C) following cancellation of the entitlements to Scheme Shares of holders of Scheme Shares in uncertificated form, Kin and Carta shall procure that such entitlements to Scheme Shares are rematerialised; and

(D) subject to the completion of such forms of transfer or other instruments or instructions of transfer as may be required in accordance with Clause 1 of this Scheme and the payment of any UK stamp duty thereon, Kin and Carta shall make or procure to be made, the appropriate entries in its register of members to reflect the transfer of the Scheme Shares to Bidco and/or its nominee(s).

MANDATES

All mandates and other instructions given to Kin and Carta by Scheme Shareholders in force at the Scheme Record Time relating to Scheme Shares shall, as from the Effective Date, cease to be valid.

OPERATION OF THIS SCHEME

(A) This Scheme shall become effective as soon as a copy of the Court Order shall have been delivered to the Registrar of Companies.

(B) Unless this Scheme has become effective on or before 19 August 2024, or such later date, if any, as may be agreed in writing by Bidco and Kin and Carta (with the Panel's consent and as the Court may approve (if such approval is required)), this Scheme shall never become effective.

MODIFICATION

Kin and Carta and Bidco may jointly consent on behalf of all persons concerned to any modification of or addition to this Scheme or to any condition which the Court may approve or impose. Any such modification or addition shall require the consent of the Panel where such consent is required under the Code. For the avoidance of doubt, no modification of the Scheme may be made once the Scheme has taken effect.

GOVERNING LAW

This Scheme and all rights and obligations arising out of or in connection with it, are governed by English law. Any dispute of any kind whatsoever arising out of or in connection with this Scheme, irrespective of the cause of action, including when based on contract or tort, shall be exclusively submitted to the Courts of England and Wales. The rules of the Code will apply to this Scheme on the basis provided in the Code.

Dated 9 November 2023

PART V

FINANCIAL AND RATINGS INFORMATION

Part A: Financial information relating to Kin and Carta

The following sets out financial information in respect of Kin and Carta as required by Rule 24.3 of the Code. The documents referred to below, the contents of which have previously been announced through a Regulatory Information Service, are incorporated into this Document by reference pursuant to Rule 24.15 of the Code:

the audited accounts of Kin and Carta for the financial year ended 31 July 2022 are set out on pages 182 to 275 (both inclusive) of Kin and Carta's Annual Report and Accounts 2022 available from Kin and Carta's website at https://investors.kinandcarta.com; and
the audited accounts of Kin and Carta for the financial year ended 31 July 2023 are set out on pages 186 to 283 (both inclusive) of Kin and Carta's Annual Report and Accounts 2023 available from Kin and Carta's website at https://investors.kinandcarta.com.

Part B: Kin and Carta ratings information

There are no current ratings or outlooks publicly accorded to Kin and Carta by rating agencies.

Part C: Financial information relating to Bidco

Bidco was incorporated on 12 October 2023 and has not traded or paid any dividends since its date of incorporation. Accordingly, no financial information is available or has been published in respect of it. Bidco has no material assets or liabilities, in each case other than those described in this Document in connection with the Acquisition.

Following the Scheme becoming Effective, the earnings, assets and liabilities of Bidco will include the consolidated earnings, assets and liabilities of the Kin and Carta Group on the Effective Date.

Part D: Bidco ratings information

As Bidco was incorporated on 12 October 2023 and has not traded since the date of incorporation and is being utilised for the sole purpose of carrying out the Acquisition, there are no current ratings or outlooks publicly accorded to Bidco by ratings agencies.

Part E: No incorporation of website information

Save as expressly referred to herein, neither the content of Kin and Carta's, Bidco's or Apax's websites, nor the content of any website accessible from hyperlinks on Kin and Carta's, Bidco's or Apax's websites is incorporated into, or forms part of, this Document.

PART VI

UNITED KINGDOM TAXATION

The comments set out below and in paragraph 3 of Part VII (Additional Information for Overseas Shareholders) of this Document summarise certain limited aspects of the UK taxation treatment of certain Kin and Carta Shareholders under the Scheme and do not purport to be a complete analysis of all tax considerations relating to the Scheme. They are based on current UK tax legislation and what is understood to be current HMRC practice (which may not be binding on HMRC), in each case as at the Latest Practicable Date, both of which are subject to change, possibly with retrospective effect.

The comments are intended as a general guide and do not deal with certain types of Kin and Carta Shareholder such as charities, trustees, market makers, brokers, dealers in securities, persons who have or could be treated for tax purposes as having acquired their Kin and Carta Shares by reason of an office or employment or as carried interest (including, without limitation, any Kin and Carta Shareholder affected by the arrangements relating to the Kin and Carta Share Plans or other incentive arrangements set out in paragraph 8 above of this Part II (Explanatory Statement) of this Document), collective investment schemes, persons subject to UK tax on the remittance basis and insurance companies.

References below to "UK holders" are to Kin and Carta Shareholders who are resident (and, in the case of individuals, domiciled) for tax purposes in, and only in, the United Kingdom (and to whom split-year treatment does not apply), who hold their Kin and Carta Shares as a capital investment (other than under a self-invested personal pension plan or individual savings account) and who are the absolute beneficial owners of their Kin and Carta Shares.

Overseas holders of Kin and Carta Shares are referred to Part VII (Additional Information for Overseas Shareholders) of this Document, which summarises certain UK tax consequences of the Scheme for such holders.

IF YOU ARE IN ANY DOUBT ABOUT YOUR TAX POSITION OR YOU ARE SUBJECT TO TAXATION IN ANY JURISDICTION OTHER THAN THE UNITED KINGDOM, YOU SHOULD CONSULT AN APPROPRIATELY QUALIFIED INDEPENDENT PROFESSIONAL ADVISER IMMEDIATELY.

UK taxation of chargeable gains

The transfer of Kin and Carta Shares under the Scheme in return for cash should be treated as a disposal of the UK holder's Kin and Carta Shares for the purposes of UK capital gains tax ("CGT") or corporation tax on chargeable gains (as applicable) and therefore may, depending on the UK holder's particular circumstances (including the availability and, where applicable, claiming of exemptions, reliefs and/or allowable losses), give rise to a liability to UK taxation on chargeable gains or an allowable capital loss (as appropriate).

Individual Kin and Carta Shareholders

Subject to available reliefs or allowances, chargeable gains arising on a disposal of Kin and Carta Shares by an individual UK holder should be subject to CGT at the rate of 10 per cent. or 20 per cent. depending on the individual's personal circumstances, including other taxable income and gains or losses in the relevant tax year.

No indexation allowance will be available to an individual Kin and Carta Shareholder in respect of any disposal of Kin and Carta Shares. The CGT annual tax-free allowance may, however, be available to individual UK holders to offset against chargeable gains realised on the disposal of their

Kin and Carta Shares, provided the annual tax-free allowance threshold has not yet been met or exceeded. The tax-free allowance is £6,000 for the 2023/2024 tax year.

Corporate Kin and Carta Shareholders

Subject to available reliefs or allowances, chargeable gains arising on a disposal of Kin and Carta Shares by a UK holder within the charge to UK corporation tax should be subject to UK corporation tax.

For UK holders within the charge to UK corporation tax (but which do not qualify for the substantial shareholding exemption in respect of their Kin and Carta Shares), indexation allowance may be available where the Kin and Carta Shares were acquired prior to 31 December 2017 in respect of the period of ownership of the Kin and Carta Shares up to and including 31 December 2017 to reduce any chargeable gain arising (but not to create or increase any allowable loss) on the transfer of their Kin and Carta Shares under the Scheme in return for cash.

The substantial shareholding exemption may apply to exempt from corporation tax any gain arising to UK holders within the charge to UK corporation tax where a number of conditions are satisfied, including (but not limited to) that the corporate UK holder (together with certain associated companies) has held not less than 10 per cent. of the issued ordinary share capital of Kin and Carta for a continuous period of at least one year beginning not more than six years prior to the date of disposal.

UK stamp duty and stamp duty reserve tax ("SDRT")

No UK stamp duty or SDRT should generally be payable by Kin and Carta Shareholders on the transfer of their Kin and Carta Shares under the Scheme.

PART VII

ADDITIONAL INFORMATION FOR OVERSEAS SHAREHOLDERS

1. GENERAL

The availability of the Acquisition to holders of Kin and Carta Shares who are not resident in and citizens of the United Kingdom may be affected by the laws of the relevant jurisdictions in which they are located or of which they are citizens. It is the responsibility of any person outside the United Kingdom into whose possession this Document comes to satisfy themselves as to the full observance of the laws of the relevant jurisdiction in connection with the Acquisition, including the obtaining of any governmental, exchange control or other consents which may be required and/or compliance with other necessary formalities which are required to be observed and the payment of any issue, transfer or other taxes or levies due in such jurisdiction.

The release, publication or distribution of this Document in or into or from certain jurisdictions other than the United Kingdom may be restricted by law and therefore any persons who are subject to the laws of any jurisdiction other than the United Kingdom should inform themselves of, and observe, any applicable requirements of their jurisdictions. In particular, the ability of persons who are not resident in the United Kingdom to vote their Kin and Carta Shares with respect to the Scheme at the Court Meeting, or to appoint another person as proxy to vote at the Court Meeting on their behalf, may be affected by the laws of the relevant jurisdictions in which they are located. Any failure to comply with the applicable restrictions may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Acquisition disclaim any responsibility or liability for the violation of such restrictions by any person.

Unless otherwise determined by Bidco or required by the Code and permitted by applicable law and regulation, the Acquisition will not be made available, directly or indirectly, in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction and no person may vote in favour of the Acquisition by any such use, means, instrumentality or form within a Restricted Jurisdiction or any other jurisdiction if to do so would constitute a violation of the laws of that jurisdiction. Accordingly, copies of this Document and any formal documentation relating to the Acquisition are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in or into or from any Restricted Jurisdiction where to do so would violate the laws in that jurisdiction, and persons receiving this Document and all such documents relating to the Acquisition (including custodians, nominees and trustees) must observe these restrictions and must not mail or otherwise forward, distribute or send them in or into or from such jurisdictions where to do so would violate the laws in that jurisdiction. Doing so may render invalid any related purported vote in respect of the Acquisition.

This Document does not constitute an offer or invitation to purchase or subscribe for any securities or a solicitation of an offer to buy any securities pursuant to this Document or otherwise in any jurisdiction in which such offer or solicitation is unlawful.

OVERSEAS SHAREHOLDERS SHOULD CONSULT THEIR OWN LEGAL AND TAX ADVISERS WITH RESPECT TO THE LEGAL AND TAX CONSEQUENCES OF THE SCHEME.

2. US HOLDERS OF KIN AND CARTA SHARES

US holders of Kin and Carta Shares should note that the Scheme relates to the shares of an English company and is being made by means of a scheme of arrangement provided for under the laws of England and Wales. A transaction effected by means of a scheme of arrangement is not subject to the tender offer or the proxy solicitation rules under the US Exchange Act. Accordingly, the Acquisition is subject to the disclosure requirements and practices applicable in the UK to schemes of arrangement, which differ from the disclosure requirements of US tender offer and proxy solicitation rules. The financial information included in this Document has been prepared in accordance with generally accepted accounting principles applicable in the UK and thus may not be comparable to financial information of US companies or companies whose financial statements are prepared in accordance with US GAAP. US GAAP differs in significant respects from accounting standards applicable in the United Kingdom.

Neither the SEC nor any securities commission of any state of the US nor any other US regulatory authority has approved the Acquisition, passed upon the fairness of the Acquisition or passed upon the adequacy or accuracy of this Document. Any representation to the contrary is a criminal offence in the US.

Each US holder is urged to consult his, her or its independent professional adviser immediately regarding the tax consequences of the Acquisition.

3. UK TAXATION OF CERTAIN OVERSEAS SHAREHOLDERS

Non-UK holders should not be subject to United Kingdom taxation of chargeable gains in respect of the Scheme, however they may be subject to foreign taxation depending on their personal circumstances. No UK stamp duty or SDRT should generally be payable by Non-UK holders on the transfer of their Kin and Carta Shares under the Scheme.

References above to "Non-UK holders" are to Kin and Carta Shareholders who are not resident for tax purposes in the United Kingdom, have not within the past five years been resident or ordinarily resident for tax purposes in the United Kingdom and are not carrying on a trade (or profession or vocation) in the United Kingdom.

If an individual is only temporarily resident outside the United Kingdom for capital gains tax purposes as at the date of disposal, the individual could, on becoming resident for tax purposes in the United Kingdom again, be liable for United Kingdom taxation of chargeable gains in respect of disposals made while the individual was temporarily resident outside the United Kingdom for capital gains tax purposes.

PART VIII

ADDITIONAL INFORMATION ON KIN AND CARTA AND BIDCO

1. RESPONSIBILITY

1.1 The Kin and Carta Directors, whose names are set out in paragraph 2.1 below, accept responsibility for the information contained in this Document (including expressions of opinion), other than information for which responsibility is taken by the Bidco Directors, pursuant to paragraph 1.2 and the Apax Responsible Persons pursuant to paragraph 1.3 below. To the best of the knowledge and belief of the Kin and Carta Directors (who have taken all reasonable care to ensure that such is the case) the information contained in this Document (including any expressions of opinion) for which they accept responsibility is in accordance with the facts and does not omit anything likely to affect the import of such information.

1.2 The Bidco Directors, whose names are set out in paragraph 2.2 below, accept responsibility for the information contained in this Document (including expressions of opinion) relating to Bidco, the Bidco Group, the Bidco Directors and the members of their respective immediate families, related trusts and other persons connected with them, and any persons deemed to be acting in concert with Bidco (as such term is defined in the Code). To the best of the knowledge and belief of the Bidco Directors (who have taken all reasonable care to ensure that such is the case) the information contained in this Document (including any expressions of opinion) for which they accept responsibility is in accordance with the facts and does not omit anything likely to affect the import of such information.

1.3 The Apax Responsible Persons, whose names are set out in paragraph 2.3 below, accept responsibility for the information contained in this Document (including expressions of opinion) relating to Apax, Bidco, the Bidco Group and themselves and the members of their respective immediate families, related trusts and other persons connected with them. To the best of the knowledge and belief of the Apax Responsible Persons (who have taken all reasonable care to ensure that such is the case), the information contained in this Document (including any expressions of opinion) for which they accept responsibility is in accordance with the facts and does not omit anything likely to affect the import of such information.

2. DIRECTORS AND REGISTERED OFFICES

2.1 The Kin and Carta Directors and their respective positions are:

John Kerr	Non-Executive Chair, Nomination Committee Chair
Kelly Manthey	Chief Executive Officer
Chris Kutsor	Chief Financial Officer and Chief Operating Officer
Nigel Pocklington	Senior Independent Director, Remuneration Committee Chair
David Bell	Independent Non-Executive Director
Maria Gordian	Independent Non-Executive Director
Michele Maher	Independent Non-Executive Director, Audit Committee Chair

The registered office address of Kin and Carta is Kin and Carta plc, The Spitfire Building, 71 Collier Street, London, N1 9BE.

The Company Secretary of Kin and Carta is Lucy Maxwell.

2.2 The Bidco Directors and their respective positions are as follows:

Gonzague de Lhoneux	Director
Marc Santigosa	Director

Bidco is a limited company registered in England and Wales and incorporated on 12 October 2023 with its registered office address at 33 Jermyn Street, London, United Kingdom, SW1Y 6DN.

The business address of the Bidco Directors is 33 Jermyn Street, London, SW1Y 6DN.

2.3 The Apax Responsible Persons and their respective positions are as follows:

Salim Nathoo	Partner - Member of the Apax Investment Committee
Roy Mackenzie	Partner - Member of the Apax Investment Committee
Andrew Sillitoe	Co-CEO - Member of the Apax Investment Committee
Mitch Truwit	Co-CEO - Member of the Apax Investment Committee

The business address of each Apax Responsible Person is 33 Jermyn Street, London, SW1Y 6DN.

3. INTERESTS IN KIN AND CARTA SHARES

3.1 For the purposes of this paragraph 3 and paragraph 4:

3.1.1 "acting in concert" has the meaning given to it in the Code;
3.1.2 "arrangement" includes indemnity or option arrangements, and any agreement or understanding, formal or informal, of whatever nature, relating to securities which may be an inducement to deal or refrain from dealing;
3.1.3 "close relative" has the meaning given to it in the Code;
3.1.4 "dealing" has the meaning given to it in the Code;
3.1.5 "derivative" has the meaning given to it in the Code;
3.1.6 "disclosure period" means the period beginning on 18 October 2022 (being the date that is 12 months before the start of the Offer Period) and ending on the Latest Practicable Date;
3.1.7 "interest" or "interests" has the meaning given to it in the Code;
3.1.8 "relevant Bidco securities" mean relevant securities (such term having the meaning given to it in the Code in relation to an offeror) of Bidco including equity share capital in Bidco (or derivatives referenced thereto) and securities convertible into, rights to subscribe for and options (including traded options) in respect thereof;
3.1.9 "relevant Kin and Carta securities" mean relevant securities (such term having the meaning given to it in the Code in relation to an offeree) of Kin and Carta including equity share capital in Kin and Carta (or derivatives referenced thereto)

and securities convertible into, rights to subscribe for and options (including traded options) in respect thereof; and

3.1.10 "short position" means any short position (whether conditional or absolute and whether in the money or otherwise), including any short position under a derivative, any agreement to sell or any delivery obligation or right to require another person to purchase or take delivery.

3.2 As at the Latest Practicable Date, the Kin and Carta Directors (and their close relatives, related trusts and connected persons) held the following interests in, or rights to subscribe in respect of, relevant Kin and Carta securities:

Kin and Carta Director(1)	Number of Kin and Carta Shares	Percentage of Kin and Carta's total issued share capital
Chris Kutsor(2)	806,533	0.453%
Kelly Manthey	294,754	0.166%
David Bell	84,486	0.047%
John Kerr	112,359	0.063%
Nigel Pocklington	21,235	0.012%
Michele Maher	28,089	0.016%
(1) As at the Latest Practicable Date, neither Maria Gordian nor her close relatives, related trusts and connected persons held any interests in, or rights to subscribe in respect of, relevant Kin and Carta securities.
(2) Includes interests held by Mr Kutsor's close relatives.

3.3 As at the Latest Practicable Date, the Kin and Carta Directors held the following outstanding awards and options over relevant Kin and Carta securities under the Kin and Carta Share Plans set out below:

(1)	(2)	(3)	(4)	(5)	(6)
Name	Share Plan	Date of award	No. of ordinary shares of 10 pence in Kin and Carta under option	Exercise price per share (GBP)	Normal vesting date / exercise period
Chris Kutsor	CK Market Value Option	17/06/2019	358,803	1.105	14/03/2022 – 17/06/2029
	2010 LTIP	27/11/2020	241,897	Nil	27/11/2023

	RSU Plan	01/11/2022	65,689	Nil	01/11/2024
	2020 LTIP	07/12/2021	179,513	Nil	07/12/2024

	ESPP	02/12/2022	2,449	$2.45	02/12/2023
	2020 LTIP	19/12/2022	314,304	Nil	19/12/2025

Kelly Manthey	2010 LTIP	04/09/2020	85,000	0.669	04/09/2023 – 03/09/2030
	2010 LTIP	27/11/2020	128,968	Nil	27/11/2023
	2020 LTIP	07/12/2021	72,836	Nil	07/12/2024
	2020 LTIP	19/12/2022	407,431	Nil	19/12/2025
All awards vest subject to continued employment to the normal vesting date. The extent to which awards under the LTIPs vest is also subject to the achievement of performance targets.

3.4 The following persons acting in concert with Kin and Carta have dealt in the following relevant Kin and Carta securities in the disclosure period:

Name	Date of dealing	Nature of transaction	Price paid / received (£)	Number of relevant Kin and Carta securities
Chris Kutsor	1 November 2023	Vesting of RSU Plan award granted 1 November 2021	Nil	44,652
Chris Kutsor	1 November 2023	Sale of shares from RSU Plan vesting to cover taxes	106 pence	13,112

4. INTERESTS AND DEALINGS – GENERAL

4.1 Save as disclosed in paragraph 5 (Irrevocable undertakings) below and paragraph 3 (Interests in Kin and Carta Shares) above, as at the Latest Practicable Date:

4.1.1 no member of the Bidco Group had any interest in, right to subscribe in respect of, or any short position in relation to, any relevant Kin and Carta securities, nor has any member of the Bidco Group dealt in any relevant Kin and Carta securities during the disclosure period;

4.1.2 none of the Bidco Directors had any interest in, right to subscribe in respect of, or any short position in relation to, any relevant Kin and Carta securities, nor has any such person dealt in any relevant Kin and Carta securities or during the disclosure period;

4.1.3 no person deemed to be acting in concert with Bidco had any interest in, right to subscribe in respect of, or any short position in relation to, any relevant Kin and Carta securities, nor has any such person dealt in any relevant Kin and Carta securities during the disclosure period;

4.1.4 no person who has an arrangement with Bidco or any person acting in concert with Bidco had any interest in, right to subscribe in respect of, or any short position in relation to, any relevant Kin and Carta securities, nor has any such person dealt in any relevant Kin and Carta securities during the disclosure period;

4.1.5 neither Bidco, nor any person acting in concert with Bidco, has borrowed or lent any relevant Kin and Carta securities (including for these purposes any financial or collateral arrangements of a kind referred to in Note 4 on Rule 4.6 of the Takeover Code) save for any borrowed shares which have been either on-lent or sold;

4.1.6 no member of the Kin and Carta Group had any interest in, right to subscribe in respect of, or any short position in relation to, any relevant Kin and Carta securities or relevant Bidco securities, nor has any such person dealt in any relevant Kin and Carta securities or relevant Bidco securities during the Offer Period;

4.1.7 none of the Kin and Carta Directors had any interest in, right to subscribe in respect of, or any short position in relation to, any relevant Kin and Carta securities or relevant Bidco securities, nor has any such person dealt in any relevant Kin and Carta securities or relevant Bidco securities during the Offer Period;

4.1.8 no person deemed to be acting in concert with Kin and Carta had any interest in, right to subscribe in respect of, or any short position in relation to, any relevant Kin and Carta securities, nor has any such person dealt in any relevant Kin and Carta securities during the Offer Period;

4.1.9 no person who has an arrangement with Kin and Carta or any person acting in concert with Kin and Carta had any interest in, right to subscribe in respect of, or any short position in relation to, any relevant Kin and Carta securities, nor has any such person dealt in any relevant Kin and Carta securities during the Offer Period; and

4.1.10 neither Kin and Carta, nor any person acting in concert with Kin and Carta has borrowed or lent any relevant Kin and Carta securities, save for any borrowed shares which have been either on-lent or sold.

4.2 Save as disclosed herein, no persons have given any irrevocable or other commitment to vote in favour of the Scheme or the Special Resolution to be proposed at the General Meeting.

4.3 Save as disclosed herein, none of: (i) Bidco or any person acting in concert with Bidco; or (ii) Kin and Carta or any person acting in concert with Kin and Carta, has, in either case, any dealing arrangement of the kind referred to in Note 11 of the definition of acting in concert in the Takeover Code.

4.4 Save as disclosed herein, no agreement, arrangement or understanding (including any compensation arrangement) exists between Bidco or any person acting in concert with it and any of the Kin and Carta Directors or the recent directors, shareholders or recent shareholders of Kin and Carta, or any person interested or recently interested in Kin and Carta Shares, having any connection with or dependence upon, or which is conditional upon, the Acquisition.

4.5 There is no agreement, arrangement or understanding whereby the beneficial ownership of any Kin and Carta Shares to be acquired by Bidco pursuant to the Scheme will be transferred to any other person, however Bidco reserves the right to transfer any such shares to any member of the Wider Bidco Group.

4.6 No relevant Kin and Carta securities have been redeemed or purchased by Kin and Carta during the disclosure period.

5. IRREVOCABLE UNDERTAKINGS

5.1 Irrevocable undertakings given by the Kin and Carta Directors

Bidco has received irrevocable undertakings in support of the Acquisition (whether implemented by way of the Scheme or, if the Acquisition is subsequently structured as a Takeover Offer, by way of Takeover Offer) from the following Kin and Carta Directors in respect of those Kin and Carta Shares over which they have control totalling, in aggregate, 1,274,856 Kin and Carta Shares (representing approximately 0.7 per cent. of the issued share capital of Kin and Carta) as at the Latest Practicable Date, as set out below.

Name of Kin and Carta Director*	Number of Shares in respect of which undertaking is given	Percentage of Kin and Carta issued share capital (excluding shares under option)
Chris Kutsor	733,933	0.4

Kelly Manthey	294,754	0.2
David Bell	84,486	0.0
John Kerr	112,359	0.1
Nigel Pocklington	21,235	0.0
Michele Maher	28,089	0.0
TOTAL	1,274,856	0.7
*Maria Gordian does not hold any Kin and Carta Shares.

These irrevocable undertakings also extend to any shares acquired by the Kin and Carta Directors as a result of the vesting of awards and/or the exercise of options under the Kin and Carta Share Plans.

The irrevocable undertakings cease to be binding on the earlier of the following occurrences: (i) Bidco announces, with the consent of the Panel, that it does not intend to make or proceed with the Acquisition and no new, revised or replacement offer or scheme is announced at the same time; (ii) the Scheme lapses or is withdrawn in accordance with its terms and Bidco publicly confirms that it does not intend to proceed with the Acquisition or to implement the Acquisition by way of a Takeover Offer or otherwise; (iii) the Scheme has not become Effective by 11:59 p.m. on the Long Stop Date (or such other time and date as agreed between Bidco and Kin and Carta, with the approval of the Court and/or the Panel, if required (other than in circumstances where Bidco has, prior to such date, elected to exercise its right to proceed by way of a Takeover Offer and announced the same in accordance with the requirements of Paragraph 8 of Appendix 7 to the Takeover Code, and such Takeover Offer has not lapsed or been withdrawn)); or (iv) the date on which any competing offer for the entire issued, and to be issued, share capital of Kin and Carta is declared wholly unconditional or, if proceeding by way of a scheme of arrangement, becomes Effective.

Copies of the irrevocable undertakings are available on Kin and Carta's website at https://investors.kinandcarta.com and will remain on display until the end of the Offer Period.

6. DIRECTORS' SERVICE AGREEMENTS AND LETTERS OF APPOINTMENT

6.1 Kin and Carta Executive Directors

The Kin and Carta Executive Directors have entered into service agreements with Kin and Carta as summarised below:

Kelly Manthey, Chief Executive Officer and member of the Nomination Committee of Kin and Carta

(i) Kelly Manthey is employed under a service agreement dated 20 September 2022. Ms Manthey's employment under the terms of the agreement was deemed to have commenced on 1 August 2022.

(ii) The agreement is terminable by Kin and Carta or Ms Manthey on not less than 12 months' written notice. Kin and Carta may terminate the agreement by summary notice in writing in specified circumstances, including in the event of Ms Manthey's misconduct or fault, in which case she will not be entitled to any payment other than amounts accrued but unpaid as at termination. In addition, Kin and Carta may terminate the agreement with immediate effect by giving Ms Manthey written notice and paying her a termination payment equivalent to up to 12 months' base salary in lieu of notice, which would be paid in equal monthly instalments and subject to mitigation and subject to signing a settlement agreement.

(iii) At any time after notice is given by either party to terminate employment or after Ms Manthey has purported to terminate her employment without giving full notice and Kin and Carta does not accept such resignation, Kin and Carta may place Ms Manthey on garden leave. During such period of garden leave, Kin and Carta would continue to pay Ms Manthey her basic salary and benefits save that she would not be entitled to receive awards under any bonus or incentive schemes.

(v) Ms Manthey is entitled to a base salary of $525,000 per annum. This is subject to an upward only review by the Remuneration Committee (without a commitment to increase) on an annual basis. Ms Manthey did not receive an increase in base salary in 2023. In addition to her base salary, Ms Manthey is eligible to participate in bonus and incentive schemes at the Remuneration Committee's discretion.

(vi) Ms Manthey is also eligible to participate in the Kin and Carta Share Plans, pursuant to which she holds awards and options over relevant Kin and Carta securities as detailed in paragraph 3.3 of this Part VIII (Additional Information on Kin and Carta and Bidco).

(vii) In respect of pensions and insurance benefits, the agreement states that Ms Manthey is entitled to a sum equivalent to 5 per cent. of her base annual salary to be paid into Kin and Carta's qualified deferred compensation plan. In the event a contribution cannot be paid into the plan, the amount would be paid as a salary supplement directly to Ms Manthey.

(viii) Ms Manthey is also provided with a car allowance of £15,520 per annum (to be paid in USD), which was increased to $19,825 in 2023, reimbursement of reasonable expenses incurred in the performance of her duties, private medical insurance, up to 26 days of holiday per holiday year and payment of her full base salary for the first 65 working days of absence due to illness or other incapacity per each financial year.

Chris Kutsor, Chief Financial Officer and Chief Operating Officer of Kin and Carta

(i) Chris Kutsor is employed under a service agreement dated 9 May 2019. Mr Kutsor's employment under the terms of the agreement was deemed to have commenced on 17 June 2019 as Chief Financial Officer and further appointed Chief Operating Officer on 1 August 2022 under a side letter.

(ii) The agreement is terminable by Kin and Carta or Mr Kutsor on not less than 6 months' written notice. Kin and Carta may terminate the agreement by summary notice in writing in specified circumstances, including in the event of Mr Kutsor's misconduct or fault, in which case he will not be entitled to any payment other than amounts accrued but unpaid as at termination. In addition, Kin and Carta may terminate the agreement with immediate effect by giving Mr Kutsor written notice and paying him a termination payment equivalent to up to 6 months' base salary in lieu of notice, which would be paid in equal monthly instalments and subject to mitigation.

(iii) At any time after notice is given by either party to terminate employment or after Mr Kutsor has purported to terminate his employment without giving full notice and Kin and Carta does not accept such resignation, Kin and Carta may place Mr Kutsor on garden leave. During such period of garden leave, Kin and Carta would continue to pay Mr Kutsor his basic salary and benefits save that he would not be entitled to receive awards under any bonus or incentive schemes.

(iv) The agreement contains a confidentiality undertaking and customary non-competition and non-solicitation post-termination restrictive covenants, which are binding on Mr Kutsor for a period of up to 12 months (with respect to the non-competition covenant), 6 months (with respect to the customer non-solicitation covenant) and 12 months (with respect to the employee non-solicitation covenant) from the date of termination of his service agreement.

(v) Mr Kutsor is entitled to a base salary of $325,000 per annum, which was increased to $405,000 in 2022. This is subject to an upward only review by the Remuneration Committee

(without a commitment to increase). Mr Kutsor did not receive an increase in base salary in 2023. In addition to his base salary, Mr Kutsor is eligible to participate in bonus and incentive schemes at the Remuneration Committee's discretion.

(vi) Mr Kutsor is also eligible to participate in the Kin and Carta Share Plans, pursuant to which he holds awards and options over relevant Kin and Carta securities as detailed in paragraph 3.3 of this Part VIII (Additional Information on Kin and Carta and Bidco).

(vii) In respect of pensions and insurance benefits, the agreement states that Mr Kutsor is entitled to a sum equivalent to 5 per cent. of his base annual salary to be paid into Kin and Carta's qualified deferred compensation plan. In the event a contribution cannot be paid into the plan, the amount would be paid as a salary supplement directly to Mr Kutsor.

(viii) Mr Kutsor is also provided with a car allowance of £15,520 per annum (to be paid in USD) which was increased to $19,825 in 2023, reimbursement of reasonable expenses incurred in the performance of his duties, private medical insurance, up to 26 days of holiday per holiday year and payment of his full base salary for the first 65 working days of absence due to illness or other incapacity per each financial year.

6.2 Kin and Carta Non-Executive Directors

The Kin and Carta Non-Executive Directors are appointed by letters of appointment, details of which are set out below.

The appointment of each Kin and Carta Non-Executive Director is subject to their continued satisfactory performance and annual re-election by the Kin and Carta Shareholders in accordance with the UK Corporate Governance Code 2018.

Each Kin and Carta Non-Executive Director was re-appointed by Kin and Carta Shareholders at the Company's annual general meeting held on 1 December 2022.

Particulars of the terms of appointment are as follows:

Non-executive Kin and Carta Director	Date of Contract	Notice period from Kin and Carta	Notice period from Director
John Kerr	17 July 2019	Three months	Three months
Nigel Pocklington	4 March 2016	Three months	Three months
David Bell	10 July 2018	Three months	Three months
Maria Gordian	12 October 2021	One month	One month
Michele Maher	24 April 2019	Three months	Three months

John Kerr, Kin and Carta Non-Executive Director, Chair of the Kin and Carta Board and Chair of the Nomination Committee

(i) The effective date of John Kerr's appointment as non-executive Chair is 22 July 2019.

(ii) Under the letter of appointment, Mr Kerr was appointed to an initial term of three years, which may be extended further subject to invitation by the Kin and Carta Board and re-election by Kin and Carta Shareholders.

(iii) Mr Kerr is entitled to a fee of £130,000 per annum, which is subject to an annual review by the Remuneration Committee. Mr Kerr foregoes £10,000 of his fee which Kin and Carta donates, together with a matching sum, to registered charities.

(iv) In addition to his annual fee, Mr Kerr is entitled to reimbursement of reasonable expenses. Mr Kerr is covered by Kin and Carta's directors' and officers' liability insurance during his appointment and was granted an indemnity from Kin and Carta in respect of liability incurred as a result of his appointment to the Kin and Carta Board.

Nigel Pocklington, Kin and Carta Non-Executive Director, Senior Independent Director, Chair of the Remuneration Committee and member of the Audit Committee and Nomination Committee

(i) The effective date of Nigel Pocklington's appointment as a non-executive Kin and Carta Director is 1 June 2016.

(ii) Under the letter of appointment, Mr Pocklington was appointed to an initial term of one year, which may be extended further subject to invitation by the Kin and Carta Board and re-election by Kin and Carta Shareholders.

(iii) Mr Pocklington is entitled to a fee of £50,000 per annum, which is subject to an annual review by the Remuneration Committee. In addition, as Chair of the Remuneration Committee and Senior Independent Director, Mr Pocklington is entitled to additional fees of £9,000 and £5,000 per annum for each position respectively.

(iv) In addition to his annual fee, Mr Pocklington is entitled to reimbursement of reasonable expenses. Mr Pocklington is covered by Kin and Carta's directors' and officers' liability insurance during his appointment and was granted an indemnity from Kin and Carta in respect of liability incurred as a result of his appointment to the Kin and Carta Board.

David Bell, Kin and Carta Non-Executive Director, member of the Nomination Committee and Audit Committee

(i) The effective date of David Bell's appointment as a non-executive Kin and Carta Director is 4 August 2018.

(ii) Under the letter of appointment, Mr Bell was appointed to an initial term of one year, which may be extended further subject to invitation by the Kin and Carta Board and re-election by Kin and Carta Shareholders.

(iii) Mr Bell is entitled to a fee of £50,000 per annum, which is subject to an annual review by the Remuneration Committee.

(iv) In addition to his annual fee, Mr Bell is entitled to reimbursement of reasonable expenses. Mr Bell is covered by Kin and Carta's directors' and officers' liability insurance during his appointment and was granted an indemnity from Kin and Carta in respect of liability incurred as a result of his appointment to the Kin and Carta Board.

Maria Gordian, Kin and Carta Non-Executive Director, member of the Nomination Committee and Remuneration Committee

(i) The effective date of Maria Gordian's appointment as a non-executive Kin and Carta Director is 1 November 2021.

(ii) Under the letter of appointment, Ms Gordian was appointed to an initial term of three years, which may be extended further subject to invitation by the Kin and Carta Board and re-election by Kin and Carta Shareholders.

(iii) Ms Gordian is entitled to a fee of £50,000 per annum, which is subject to an annual review by the Remuneration Committee.

(iv) In addition to her annual fee, Ms Gordian is entitled to reimbursement of reasonable expenses. Ms Gordian is covered by Kin and Carta's directors' and officers' liability insurance during her appointment and was granted an indemnity from Kin and Carta in respect of liability incurred as a result of her appointment to the Kin and Carta Board.

Michele Maher, Kin and Carta Non-Executive Director, Chair of the Audit Committee and member of the Nomination Committee and Remuneration Committee

(i) The effective date of Michele Maher's appointment as a non-executive Kin and Carta Director is 15 May 2019.

(ii) Under the letter of appointment, Ms Maher was appointed to an initial term of one year, which may be extended further subject to invitation by the Kin and Carta Board and re-election by Kin and Carta Shareholders.

(iii) Ms Maher is entitled to a fee of £50,000 per annum, which is subject to an annual review by the Remuneration Committee. In addition, as Chair of the Audit Committee, Ms Maher is entitled to an additional fee of £9,000 per annum.

(iv) In addition to her annual fee, Ms Maher is entitled to reimbursement of reasonable expenses. Ms Maher is covered by Kin and Carta's directors' and officers' liability insurance during her appointment and was granted an indemnity from Kin and Carta in respect of liability incurred as a result of her appointment to the Kin and Carta Board.

6.3 Other service agreements

Save as disclosed above, there are no service agreements or letters of appointment, between any Kin and Carta Director, or proposed director of the Company, and the Company or any of its subsidiaries. Save as disclosed above, no such contract or letter of appointment has been entered into or amended within the six months preceding the date of this Document.

6.4

Save as set out in paragraph 9 of Part II (Explanatory Statement) of this Document, the effect of the Scheme on the interests of the Kin and Carta Directors does not differ from its effect on the interests of any other holder of Scheme Shares.

7. MARKET QUOTATIONS

7.1 The following table shows the Closing Price for Kin and Carta Shares as derived from the Official List for the first Business Day of each of the six months before the date of this Document, for 17 October 2023 (being the last Business Day before the commencement of the Offer Period) and for the Latest Practicable Date:

Date	Kin and Carta Share price (p)
2 May 2023	81.00
1 June 2023	61.80
3 July 2023	62.70
1 August 2023	69.00
1 September 2023	82.80
2 October 2023	86.00
17 October 2023	78.00
Latest Practicable Date	104.00

8. MATERIAL CONTRACTS

8.1 Kin and Carta material contracts

Save as disclosed below, no member of the Kin and Carta Group has, during the period beginning on 18 October 2021 (being two years prior to the commencement of the Offer Period) and ending on the Latest Practicable Date, entered into any material contract otherwise than in the ordinary course of business.

The following contracts, not being contracts entered into in the ordinary course of business, and which are or may be material, have been entered into by members of the Kin and Carta Group in the period beginning on 18 October 2021 (being two years prior to the commencement of the Offer Period) and ending on the Latest Practicable Date.

Disposal of Relish – SPA

On 4 November 2021, a subsidiary of Kin and Carta, Kin and Carta Group Limited ("KCGL") (as seller) entered into a share purchase agreement with Whistl UK Limited ("Whistl") in relation to the sale of Relish Agency Limited ("Relish") (the "Relish SPA"). Relish is a product sampling agency specialising in the beauty and consumer goods sectors.

Under the terms of the Relish SPA, Whistl acquired the entire issued share capital of Relish for an initial consideration of £5,813,919 in cash which was payable on completion. The initial consideration was subject to, inter alia, certain locked box adjustments. KCGL gave Whistl customary warranties and indemnities in respect of Relish. In addition, KCGL gave certain non-compete and non-solicitation undertakings to Whistl.

The Relish SPA is governed in accordance with the laws of England and Wales and any dispute shall be resolved by arbitration under the Rules of Arbitration of the International Chamber of Commerce.

Disposal of Edit – SPA

On 13 November 2021, an indirect subsidiary of Kin and Carta, Response One Holdings Limited ("Response One") (as seller) entered into a share purchase agreement with The Salocin Group Limited ("Salocin") for the sale of Edit Agency Limited ("Edit") (the "Edit SPA"). Edit is a marketing agency combining marketing technology, customer data and media.

Under the terms of the Edit SPA, Salocin acquired the entire issued share capital of Edit for an initial consideration of £13,057,452 in cash which was payable on completion, subject to certain locked box and other adjustments. Response One gave Salocin customary warranties in respect of Edit, together with certain non-compete and non-solicitation undertakings. KCGL gave a guarantee in respect of Response One's obligations under the Edit SPA to Salocin.

The Edit SPA is governed in accordance with the laws of England and Wales and any dispute shall be resolved by arbitration under the Rules of Arbitration of the International Chamber of Commerce.

Acquisition of remaining interest in Loop Integration – MIPA

On 14 February 2022, Kin and Carta Illinois LLC ("KCI") (as buyer) entered into a membership interest purchase agreement with certain individual sellers and Contiigo LLC ("Contiigo") to acquire the remaining 50 per cent. interest in Loop Integration LLC ("Loop") not already owned by Kin and Carta (through Kin and Carta Marketing Services (Delaware), LLC) (the "Loop MIPA").

The initial consideration comprised of £2,200,000 which was payable in cash on completion, subject to adjustments for cash, debt and working capital, with deferred consideration contingent upon revenue growth for the two years ended 31 December 2023 capped at £3,800,000 for a total potential consideration of £6,000,000. Contiigo gave customary warranties and indemnities to KCI, as well as certain non-compete and non-solicitation undertakings.

The Loop MIPA is governed in accordance with the laws of the State of Delaware and any dispute shall be resolved in the state courts of the State of Illinois located in Cook County, Illinois or the federal court of the United States of America located in the Northern District of Illinois.

Acquisition of Melon – SPA

On 21 February 2022, KCGL (as buyer) entered into a share purchase agreement with certain individual sellers (the "Melon Group Sellers") for the entire issued share capital of Melon AD and each of its subsidiaries (the "Melon Group") (the "Melon SPA").

Under the terms of the Melon SPA, the initial consideration of £17,700,000 before customary adjustments for cash, debt and working capital was payable by KCGL in both cash and shares at completion, with 40 per cent. paid in Kin and Carta Shares and the remaining balance paid in cash. In addition, KCGL agreed to pay deferred consideration over three years in the form of an earn out linked to growth of the Melon Group. The total consideration under the Melon SPA including potential earn out amounts was capped at £23,500,000. The Melon Group Sellers who were involved in the

day-to-day management of the Melon Group gave warranties and indemnities to KCGL, as well as certain non-compete and non-solicitation undertakings.

The Melon SPA is governed in accordance with the laws of England and Wales and any dispute shall be resolved by arbitration under the Rules of Arbitration of the International Chamber of Commerce.

Facility Agreement amendment

On 5 September 2022, Kin and Carta entered into an extension fee letter (the "Fee Letter") in relation to a facility agreement dated 3 September 2018, as amended and restated on 22 September 2021 between: (i) Kin and Carta; (ii) the companies referred to therein as Original Borrowers; (iii) the companies referred to therein as Original Guarantors; (iv) HSBC UK Bank Plc; The Governor and Company of the Bank of Ireland; Fifth Third Bank, National Association; and Citibank, N.A., London Branch as the mandated lead arrangers; (v) the financial institutions referred to therein as Original Lenders; and (vi) HSBC Bank Plc as agent (the "Facility Agreement"), pursuant to which the Original Lenders agreed to make available to the Original Borrowers committed facilities of up to £85,000,000.

Pursuant to the terms of the Fee Letter, the parties therein agreed to extend the term of the Facility Agreement by one year to 22 September 2026 in consideration for the payment of certain extension fees by Kin and Carta to each Lender (as defined in the Facility Agreement).

Acquisition of Forecast Data – SPA

On 5 May 2023, KCGL (as buyer) entered into a share purchase agreement with certain individual sellers (the "MacDonald Sellers") for the entire issued share capital of MacDonald Family Limited, the European holding company of Forecast Data Services Limited and Forecast Poland spółka z o.o. ("Forecast Data") (the "Forecast Data SPA").

Under the terms of the Forecast Data SPA, the initial consideration of £3,000,000 was payable in cash at completion subject to customary adjustments for cash, debt and working capital. In addition, an earn-out is payable dependent upon the growth of Forecast Data. The total consideration is capped at £13,100,000. The MacDonald Sellers gave customary warranties and indemnities to KCGL, as well as certain non-compete and non-solicitation undertakings.

The Forecast Data SPA is governed in accordance with the laws of England and Wales and any dispute shall be resolved by arbitration under the Rules of Arbitration of the International Chamber of Commerce.

Confidentiality Agreement

See paragraph 12 of Part II (Explanatory Statement) of this Document for further details on the Confidentiality Agreement.

Co-operation Agreement

See paragraph 12 of Part II (Explanatory Statement) of this Document for further details on the Co-operation Agreement.

Clean Team Agreement

See paragraph 12 of Part II (Explanatory Statement) of this Document for further details on the Clean Team Agreement.

8.2 Bidco material contracts

Save as disclosed below, no member of the Bidco Group has, during the period beginning on 18 October 2021 (being two years prior to the commencement of the Offer Period) and ending on the Latest Practicable Date, entered into any material contract otherwise than in the ordinary course of business.

The following contracts, not being contracts entered into in the ordinary course of business, have been entered into by Bidco or are otherwise material to, members of the Bidco Group in the period

beginning on 18 October 2021 (being two years prior to the commencement of the Offer Period) and ending on the Latest Practicable Date.

Confidentiality Agreement

See paragraph 12 of Part II (Explanatory Statement) of this Document for further details on the Confidentiality Agreement.

Co-operation Agreement

See paragraph 12 of Part II (Explanatory Statement) of this Document for further details on the Co-operation Agreement.

Clean Team Agreement

See paragraph 12 of Part II (Explanatory Statement) of this Document for further details on the Clean Team Agreement.

Equity Commitment Letter

Bidco is a party to an equity commitment letter dated 18 October 2023 (the "Equity Commitment Letter"), which set out the basis on which the Apax Funds will invest, directly or indirectly, their respective shares of an aggregate amount of £208,990,008.08 in Bidco in order that Bidco can use the funds to finance the cash consideration payable under the Acquisition. Pursuant to the terms of the Equity Commitment Letter, Apax Funds will procure that such investment has occurred at least two business days prior to the date by which Bidco must pay the cash consideration in connection with and pursuant to the Acquisition.

8.3 Offer-related arrangements

Confidentiality Agreement

See paragraph 12 of Part II (Explanatory Statement) of this Document for further details on the Confidentiality Agreement.

Co-operation Agreement

See paragraph 12 of Part II (Explanatory Statement) of this Document for further details on the Co-operation Agreement.

Clean Team Agreement

See paragraph 12 of Part II (Explanatory Statement) of this Document for further details on the Clean Team Agreement.

9. OFFER-RELATED FEES AND EXPENSES

9.1 Fees and Expenses of Bidco

The aggregate fees and expenses expected to be incurred by Bidco in connection with the Acquisition (excluding any applicable VAT and other taxes) are expected to be approximately:

Category	Amount (GBP)
Financial advice(1)	3,600,000
Legal advice(2)	4,688,000
Accounting and tax advice	1,420,000
Public relations advice	3,500

Other professional services	969,500
Other costs and expenses	1,210,500
Total	11,891,500
Notes: (1) A proportion of such fees are success-based and payable depending on the outcome of the Acquisition. (2) Certain of these services are provided by reference to hourly or daily rates. Amounts included in the above table reflect the time incurred up to the Latest Practicable Date and an estimate of the further time incurred.

9.2 Kin and Carta Fees and Expenses

The aggregate fees and expenses expected to be incurred by Kin and Carta in connection with the Acquisition (excluding any applicable VAT and other taxes) are expected to be approximately:

Category	Amount (GBP)
Financial and corporate broking advice(1)	4,900,000
Legal advice	1,435,000
Accounting advice	Nil
Public relations advice(1)	25,000
Other professional services	Nil
Other costs and expenses	310,857
Total	6,670,857
Notes: (1) A proportion of such fees are success-based and payable depending on the outcome of the Acquisition.

10. FINANCING ARRANGEMENTS RELATING TO BIDCO

The cash consideration payable to Kin and Carta Shareholders under the terms of the Acquisition will be financed by an equity investment into Bidco from the Apax Funds.

Further information on the financing of the Acquisition, including a description of the Equity Commitment Letter pursuant to which such financing will be provided, is included at paragraph 8.2 of this Part VIII (Additional Information on Kin and Carta and Bidco) of this Document.

11. CASH CONFIRMATION

12. PERSONS ACTING IN CONCERT

12.1 In addition to the Bidco Directors (together with their close relatives and related trusts) and members of the Bidco Group, the persons who, for the purposes of the Takeover Code, are acting in concert with Bidco in respect of the Acquisition and who are required to be disclosed are:

Name	Registered Office	Relationship
BofA Securities	2 King Edward St, London EC1A 1HQ	Lead Financial Adviser to Bidco and Apax
Equiteq Corporate Finance Limited	2nd Floor, 41 Eastcheap, London EC3M 1DT	Financial Adviser to Bidco and Apax

12.2 Other than the Kin and Carta Directors (together with their close relatives and related trusts) and members of the Kin and Carta Group, the persons who, for the purposes of the Code, are acting in concert with Kin and Carta are:

Name	Registered Office	Relationship with Kin and Carta
Citi	33 Canada Square, Canary Wharf, London E14 5LB	Lead Financial Adviser to Kin and Carta
Deutsche Numis	45 Gresham St London EC2V 7BF	Joint Corporate Broker to Kin and Carta
Peel Hunt	7^{th} Floor, 100 Liverpool Street, London EC2M 2AT, United Kingdom	Joint Corporate Broker to Kin and Carta

13. NO SIGNIFICANT CHANGE

Save as disclosed in paragraph 8 of Part I (Letter from the Chair of Kin and Carta) of this Document, there has been no significant change in the financial or trading position of Kin and Carta since 31 July 2023 being the date to which Kin and Carta's latest published annual report and accounts were prepared.

14. CONSENT

Each of BofA Securities (as lead financial adviser to Apax and Bidco), Equiteq (as financial adviser to Apax and Bidco) and Citi (as financial adviser to Kin and Carta) have given and not withdrawn its written consent to the issue of this Document with the inclusion of references to its name in the form and context in which they are included.

15. DOCUMENTS INCORPORATED BY REFERENCE

15.1 Parts of other documents are incorporated by reference into, and form part of, this Document.

15.2 Part V (Financial and Ratings Information) of this Document sets out which sections of certain documents are incorporated by reference into, and form part of, this Document.

15.3 A person who has received this Document may request a hard copy of such documents incorporated by reference. A copy of any such documents or information incorporated by reference will not be sent to such persons unless requested, free of charge, by contacting

Kin and Carta's receiving agents, Link Group, either in writing to Link Group, Corporate Actions, Central Square, 29 Wellington Street, Leeds, LS1 4DL, or by calling the Shareholder Helpline on 0371 664 0321, from within the UK or on +44 371 664 0321 if calling from outside the UK, stating your name and the address to which the hard copy should be sent. Lines are open between 9:00 a.m. and 5:30 p.m. Monday to Friday (except public holidays in England and Wales). Calls are charged at the standard geographical rate and will vary by provider. Calls from outside the UK will be charged at the applicable international rate. Please note that calls may be monitored or recorded and Link Group cannot provide advice on the merits of the Acquisition or the Scheme or give any financial, legal or tax advice.

16. DOCUMENTS AVAILABLE FOR INSPECTION

16.1 Copies of the following documents will be available for viewing on Kin and Carta's website at https://investors.kinandcarta.com and Bidco's website at www.kelvinoffer.com by no later than noon on the Business Day following the date of publication of this Document (subject to any applicable restrictions relating to persons resident in Restricted Jurisdictions) up to and including the Effective Date or the date the Scheme lapses or is withdrawn, whichever is earlier:

16.1.1 this Document;
16.1.2 the Forms of Proxy;
16.1.3 the memorandum and articles of association of each of Kin and Carta and Bidco;
16.1.4 a draft of the articles of association of Kin and Carta as proposed to be amended at the General Meeting;
16.1.5 the 2.7 Announcement;
16.1.6 the financial information relating to Kin and Carta referred to in Part A (Financial information relating to Kin and Carta) of Part V (Financial and Ratings Information) of this Document;
16.1.7 the written consents referred to in paragraph 15 above;
16.1.8 the material contracts referred to in paragraph 8 above of this Part VIII (Additional Information on Kin and Carta and Bidco) to the extent they were entered into in connection with the Acquisition;
16.1.9 the Confidentiality Agreement;
16.1.10 the Clean Team Agreement;
16.1.11 the Co-operation Agreement;
16.1.12 the Equity Commitment Letter; and
16.1.13 copies of the irrevocable undertakings referred to in paragraph 5 of this Part VIII (Additional Information on Kin and Carta and Bidco) above.

17. SOURCES OF INFORMATION AND BASES OF CALCULATION

(A) The fully diluted issued ordinary share capital of 184,682,211 Kin and Carta Shares is based on:

(i) 177,931,360 Kin and Carta Shares in issue as at the Latest Practicable Date before; plus
(ii) 6,750,851 Kin and Carta Shares which may be issued on or after the date of this Document pursuant to the Kin and Carta Share Plans and share awards as at the Latest Practicable Date.

(B) A value of approximately £203 million for the entire issued and to be issued share capital of Kin and Carta is based on:

(iii) an offer price of 110 pence per Kin and Carta Share; and
(iv) Kin and Carta's fully diluted issued ordinary share capital of 184,682,211 Kin and Carta Shares, as set out in paragraph 17(A) above.

(C) Kin and Carta's adjusted EBITDA for the twelve months ended 31 July 2023 of £22.8 million is based on Kin and Carta's annual report as of 31 July 2023, published 2 November 2023.

(D) The implied enterprise value for Kin and Carta of £240.8 million is calculated by reference to the valuation of the Acquisition referenced in paragraph 17(B) above plus reported net debt of £37.7 million as at 31 July 2023, with reported net debt comprising the below from the audited consolidated balance sheet of Kin and Carta as of that date and Kin and Carta public filings:

(i) pension adjustments of £2.6 million;
(ii) term loan of £29.8 million;
(iii) deferred consideration payable of £15.1 million; and
(iv) cash and cash equivalents of £(9.8) million.

(E) 12.8x multiple of Kin and Carta's adjusted EBITDA for the twelve months ended 31 July 2023 calculated on a lease liability adjusted basis per below:

(i) £240.8 million enterprise value: Calculated excluding lease liabilities of £10.8 million (as stated in Kin and Carta's Consolidated Balance Sheet for the financial year ended 31 July 2023) divided by;
(ii) £18.8 million EBITDA: Kin and Carta's post IFRS-16, adjusted FY23 EBITDA of £22.8 million less operating lease cash outflow of £4.0 million (as stated in Kin and Carta's Consolidated Statement of Cash Flows for the financial year ended 31 July 2023)

(E) Unless otherwise stated, the financial information relating to Kin and Carta is extracted (without material adjustment) from:

(i) the annual report and audited accounts of the Kin and Carta Group for the 12 months ended 31 July 2022; and
(ii) the annual report and audited accounts of the Kin and Carta Group for the 12 months ended 31 July 2023.

(F) The Closing Prices are taken from the Official List.
(G) The volume-weighted average prices have been derived from Bloomberg and have been rounded to the nearest one decimal place.
(H) Certain figures included in this Document have been subject to rounding adjustments.

PART IX

DEFINITIONS

2.7 Announcement

the announcement made by Bidco on 18 October 2023 of its firm intention to make a cash offer for Kin and Carta;

Acquisition

the proposed cash acquisition of the entire issued, and to be issued, share capital of Kin and Carta by Bidco (other than any Excluded Shares) to be implemented by way of the Scheme or, should Bidco so elect (with the consent of the Panel and subject to the terms of the Co-operation Agreement) by way of the Takeover Offer, and, where the context admits, any subsequent revision, variation, extension or renewal thereof;

Apax

Apax Partners LLP;

Apax Funds

(i) Apax XI GP Co. Limited acting in its capacity as investment manager of Apax XI EUR L.P. and Apax XI USD L.P., (ii) Apax XI EUR SCSp, and (iii) Apax XI USD SCSp;

Apax Responsible Persons

the individuals whose names are set out in paragraph 2.3 of Part VIII (Additional Information on Kin and Carta and Bidco) of this Document;

Articles

the articles of association of Kin and Carta from time to time;

Audit Committee

the audit committee of the Kin and Carta Board;

Authorisations

regulatory authorisations, orders, recognitions, grants, consents, clearances, confirmations, certificates, licences, permissions or approvals;

Bidco

Kelvin UK Bidco Limited, a newly formed company owned indirectly by funds advised by Apax;

Bidco Directors

the directors of Bidco whose names are set out in paragraph 2.2 of Part VIII (Additional Information on Kin and Carta and Bidco) of this Document;

Bidco Group

Bidco and its subsidiary undertakings and where the context permits, each of them;

BofA Securities

Merrill Lynch International;

Business Day

a day (other than Saturdays, Sundays and public holidays in England) on which banks are open for business in London;

certificated or in certificated form
a share or other security which is not in uncertificated form (that is, not in CREST);

CFIUS
the Committee on Foreign Investment in the United States;

CGT
UK capital gains tax;

Citi
Citigroup Global Markets Limited;

CK Market Value Option
the one-off, market-value option with an exercise price of 110.5 pence per Kin and Carta Share granted to Chris Kutsor in connection with his appointment to the Kin and Carta Board in 2019;

Clean Team Agreement
the clean team agreement dated 3 October 2023 between Kin and Carta and Apax as described in paragraph 12 of Part II (Explanatory Statement) of this Document;

Closing Price
the closing middle market price of a Kin and Carta Share as derived from the Official List on any particular date;

CMA
the UK Competition and Markets Authority;

Co-operation Agreement
the co-operation agreement dated 18 October 2023 between Bidco and Kin and Carta relating to, among other things, the implementation of the Acquisition, as described in paragraph 12 of Part II (Explanatory Statement) of this Document;

Code or Takeover Code
the City Code on Takeovers and Mergers issued by the Panel, as amended from time to time;

Companies Act
the Companies Act 2006, as amended from time to time;

Conditions
the conditions to the implementation of the Acquisition, as set out in Part III (Conditions to the Implementation of the Scheme and to the Acquisition) of this Document;

Confidentiality Agreement
the confidentiality agreement dated 20 June 2023 between Kin and Carta and Apax as described in paragraph 12 of Part II (Explanatory Statement) of this Document;

Court
the High Court of Justice in England and Wales;

Court Meeting
the meeting of Scheme Shareholders convened pursuant to an order of the Court pursuant to section 896 of the Companies Act, notice of which is set out in Part X (Notice of Court Meeting) of this Document, for the purpose of considering and, if thought fit, approving (with

or without modification) the Scheme, including any adjournment, postponement or reconvention thereof;

Court Order
the order of the Court sanctioning the Scheme under section 899 of the Companies Act;

Court Sanction Hearing
the hearing by the Court of the application to sanction the Scheme under Part 26 of the Companies Act;

Court Sanction Hearing Date
the date of the Court Sanction Hearing;

CREST
the relevant system (as defined in the Uncertificated Securities Regulations 2001 (SI 2001/3755) (including as it forms part of the domestic law of the United Kingdom by virtue of the European Union (Withdrawal) Act 2018) in respect of which Euroclear is the Operator (as defined in said Regulations));

CREST Applications Host
the communication hosting system operated by Euroclear;

CREST Manual
the CREST Manual published by Euroclear, as amended from time to time;

CREST Proxy Instruction
has the meaning given to it in pages 12 to 15 (Action to be Taken);

CREST Regulations
the Uncertificated Securities Regulations 2001 (SI 2001/3755) (including as it forms part of domestic law of the United Kingdom by virtue of the European Union (Withdrawal) Act 2019), as amended from time to time (including by means of the Uncertificated Securities (amendment and EU Exit) Regulations 2019 (SI 2019/679));

CREST sponsor
a CREST participant admitted to CREST as a CREST sponsor;

CREST sponsored member
a CREST member admitted to CREST as a sponsored member (which includes all CREST personal members);

DB Scheme
the Company's St Ives Pension Scheme;

Dealing Disclosure
has the same meaning as in Rule 8 of the Code;

Deutsche Numis
Numis Securities Limited;

Disclosed
the information disclosed by, or on behalf of Kin and Carta, (i) in the annual report and accounts of the Kin and Carta Group for the financial year ended 31 July 2022; (ii) the interim results of the Kin and Carta Group for the six month period ending on 31 January 2023; (iii) in the annual report and accounts of the Kin and Carta Group for the financial year ended 31 July 2023; (iv) in the 2.7

Announcement (or any of the documents listed in paragraph 16 of the 2.7 Announcement) (v) in this Document; (vi) in any other announcement to a Regulatory Information Service by, or on behalf of Kin and Carta prior to the publication of this Document; or (vii) as otherwise fairly disclosed to Bidco (or its respective officers, employees, agents or advisers) prior to the date of this Document including in the virtual data room operated by or on behalf of Kin and Carta in connection with the Acquisition;

Disclosure Guidance and Transparency Rules
the disclosure guidance and transparency rules of the FCA made under section 73A of FSMA and forming part of the FCA’s Handbook of rules and guidance, as amended from time to time;

Document
this document dated 9 November 2023 addressed to Kin and Carta Shareholders containing the Scheme and the Explanatory Statement;

DX
digital transformation;

EBT
the Kin and Carta Employee Benefit Trust, established by trust deed dated 4 December 2020;

EBITDA
earnings before interest, taxes, depreciation and amortisation;

Effective
in the context of the Acquisition:
(a) if the Acquisition is implemented by way of the Scheme, the Scheme having become effective pursuant to its terms; or
(b) if the Acquisition is implemented by way of a Takeover Offer (with the Panel’s consent and subject to and in accordance with the terms of the Co-operation Agreement), such Takeover Offer having been declared and become unconditional in accordance with the Code;

Effective Date
the date on which the Acquisition becomes Effective;

Equiteq
Equiteq Corporate Finance Limited;

Equity Commitment Letter
has the meaning given to it in paragraph 8.2 of Part VIII (Additional Information on Kin and Carta and Bidco) of this Document;

ESPP
the Kin and Carta Employee Stock Purchase Plan, as amended from time to time;

Euroclear
Euroclear UK & International Limited;

Excluded Shares
any Kin and Carta Shares which are:
(i) registered in the name of or beneficially owned by: (1) Bidco and/or any member of the Wider Bidco Group; and/or (2) any nominee of the foregoing; or (ii) held in treasury, in each case, at any relevant date or time;

Explanatory Statement
the explanatory statement (in compliance with section 897 of the Companies Act) relating to the Scheme, as set out in this Document;

Facility Agreement
has the meaning given to it in paragraph 8.1 of Part VIII (Additional Information on Kin and Carta and Bidco) of this Document;

FCA or Financial Conduct Authority
the Financial Conduct Authority acting in its capacity as the competent authority for the purposes of Part VI of the UK Financial Services and Markets Act 2000;

Fee Letter
has the meaning given to it in paragraph 8.1 of Part VIII (Additional Information on Kin and Carta and Bidco) of this Document;

Form(s) of Proxy
either or both (as the context demands) of the BLUE Form of Proxy in relation to the Court Meeting and/or the YELLOW Form of Proxy in relation to the General Meeting;

FY22 and FY23 LTIP Awards
the awards granted under the LTIP 2020 in the financial years ended 31 July 2022 and 31 July 2023;

General Meeting
the general meeting of Kin and Carta Shareholders, convened by the notice set out in Part XI (Notice of General Meeting) of this Document, including any adjournment, postponement or reconvening thereof, for the purposes of considering and, if thought fit, approving the Special Resolution;

HMRC
HM Revenue and Customs or its successor from time to time;

holder
a registered holder and includes any person(s) entitled by transmission;

KCGL
Kin and Carta Group Limited, a private limited company incorporated in England and Wales (company number 08417677) with its registered address at The Spitfire Building, 71 Collier Street, London, England, N1 9BE;

KCI
Kin and Carta Illinois LLC, an Illinois limited liability company;

Kin and Carta or Company
Kin and Carta plc, a public limited company incorporated in England and Wales (company number 01552113) with its registered address at The Spitfire Building, 71 Collier Street, London, England, N1 9BE;

Kin and Carta Board
the board of directors of Kin and Carta from time to time;

Kin and Carta Directors
the Kin and Carta Executive Directors and Kin and Carta Non-Executive Directors, whose names are set out in paragraph 2.1 of Part VIII (Additional Information on Kin and Carta and Bidco) of this Document;

Kin and Carta Executive Director(s)
Kelly Manthey (the Chief Executive Officer) and Chris Kutsor (the Chief Financial Officer and Chief Operating Officer);

Kin and Carta Group
Kin and Carta and its subsidiaries and subsidiary undertakings and, where the context permits, each of them;

Kin and Carta Non-Executive Director(s)
John Kerr (Non-Executive Chair), Nigel Pocklington (Senior Independent Director), David Bell (Independent Non-Executive Director), Maria Gordian (Independent Non-Executive Director) and Michele Maher (Independent Non-Executive Director);

Kin and Carta Share Plans
the LTIPs, the RSU Plan, the Sharesave, the ESPP and the CK Market Value Option;

Kin and Carta Shareholders
the holders of Kin and Carta Shares from time to time;

Kin and Carta Shares
ordinary shares of 10 pence each in the capital of Kin and Carta;

Latest Practicable Date
close of business on 7 November 2023, being the latest practicable date before publication of this Document;

Link Group
the trading name of Link Market Services Limited, Kin and Carta's registrars and receiving agents for the Scheme;

Listing Rules
the rules and regulations made by the Financial Conduct Authority under the Financial Services and Markets Act 2000 (as amended), and contained in the publication of the same name, as amended from time to time;

London Stock Exchange
London Stock Exchange plc;

Long Stop Date
19 August 2024, or such later date as may be agreed by Bidco and Kin and Carta (with the Panel's consent and as the Court may approve (if such approval is required));

LTIP 2010
the Kin and Carta Long Term Incentive Plan 2010, as amended from time to time;

LTIP 2020
the Kin and Carta Long Term Incentive Plan 2020, as amended from time to time;

LTIPs
the LTIP 2010 and the LTIP 2020;

Main Market
the Main Market of the London Stock Exchange;

Market Abuse Regulation
Regulation (EU) No 596/2014, as it forms part of domestic law of the United Kingdom by virtue of the European Union (Withdrawal) Act 2018;

Meeting(s)
the Court Meeting and the General Meeting, or either of them as the context may require;

Merger Notice
a notification of the Acquisition to the CMA under section 96 Enterprise Act 2002;

Nomination Committee
the nomination committee of the Kin and Carta Board;

Offer Document
should the Acquisition be implemented by means of a Takeover Offer, the document to be sent to Kin and Carta Shareholders which will contain, inter alia, the terms and conditions of such Takeover Offer;

Offer Period
the offer period (as defined by the Code) relating to Kin and Carta, which commenced on 18 October 2023, and ending on the earlier of the date on which it is announced that the Scheme has become Effective and/or the date on which it is announced that the Scheme has lapsed or has been withdrawn (or such other date as the Takeover Code may provide or the Panel may decide);

Offer Price
110 pence per Kin and Carta Share held at the Scheme Record Time;

Official List
the Official List published by the London Stock Exchange;

Opening Position Disclosure
has the same meaning as in Rule 8 of the Code;

Overseas Shareholders
Kin and Carta Shareholders (or nominees of, or custodians or trustees for Kin and Carta Shareholders) not resident in, or nationals or citizens of the United Kingdom;

Panel
the Panel on Takeovers and Mergers of the United Kingdom;

Peel Hunt
Peel Hunt LLP;

Pensions Regulator
the body of that name and referred to as the "Regulator" in the Pensions Act 2004;

Phase 2 CMA Review
a reference to the chair of the CMA for the constitution of a group under Schedule 4 to the Enterprise and Regulatory Reform Act 2013;

PRA
the Prudential Regulation Authority;

Registrar of Companies
the Registrar of Companies in England and Wales;

Regulatory Information Service
any information service authorised from time to time by the FCA for the purpose of disseminating regulatory announcements;

Remuneration Committee
the remuneration committee of the Kin and Carta Board;

Restricted Jurisdiction
any jurisdiction where local laws or regulations may result in a significant risk of civil, regulatory or criminal exposure if information concerning the Acquisition is sent or made available to Kin and Carta Shareholders;

Retention Awards
the cash bonuses to be granted to certain Kin and Carta employees as described in paragraph 6 of Part I (Letter from the Chair of Kin and Carta) of this Document;

Rollover Retention Awards
the cash awards to Kin and Carta employees as described in paragraph 6 of Part I (Letter from the Chair of Kin and Carta) of this Document;

RSU Plan
the Kin and Carta Restricted Stock Unit Plan;

Scheme or Scheme of Arrangement
the proposed scheme of arrangement under Part 26 of the Companies Act between Kin and Carta and Scheme Shareholders in connection with the Acquisition, as set out in Part IV (Scheme of Arrangement) of this Document, with or subject to any modification, addition or condition approved or imposed by the Court and agreed by Kin and Carta and Bidco;

Scheme Record Time
6:00 p.m. on the Business Day immediately after the date on which the Court makes the Court Order (or such other date and/or time as Bidco and Kin and Carta may agree)

Scheme Shareholders
holders of Scheme Shares and a "Scheme Shareholder" shall mean any one of those Scheme Shareholders;

Scheme Shares
the Kin and Carta Shares:
(i) in issue at the date of this Document;
(ii) (if any) issued after the date of this Document but prior to the Voting Record Time; and
(iii) (if any) issued at or after the Voting Record Time but prior to the Scheme Record Time either on terms that the original or any subsequent holder thereof shall be bound by the Scheme or shall by

such time have agreed in writing to be bound by the Scheme;

in each case (where the context requires), remaining in issue at the Scheme Record Time but excluding any Excluded Shares;

SDRT

stamp duty reserve tax;

SEC

the United States Securities and Exchange Commission;

Senior Independent Director

the Senior Independent Director of Kin and Carta;

Share Plan Notices

has the meaning given to it in paragraph 8 of Part II (Explanatory Statement) of this Document;

Shareholder Helpline

the helpline set up by Link Group, further details of which are provided in paragraph 18 of Part II (Explanatory Statement);

Sharesave

the Kin and Carta Sharesave Plan, as amended from time to time;

Special Resolution

the special resolution to be approved at the General Meeting in connection with, among other things, the approval of the Scheme and the alteration of the Articles by the adoption and inclusion of a new article under which any Kin and Carta Shares issued or transferred after the Scheme Record Time (other than to Bidco and/or its nominees) shall be automatically transferred to Bidco (or as it may direct) (and, where applicable, for consideration to be paid to the transferee or to the original recipient of the Kin and Carta Shares so transferred or issued) on the same terms as the Acquisition (other than terms as to timings and formalities) and such other matters as may be necessary to implement the Scheme and the delisting of Kin and Carta Shares;

Takeover Offer

if (subject to the consent of the Panel and subject to and in accordance with the terms of the Co-operation Agreement), Bidco elects to effect the Acquisition by way of a takeover offer (as defined in Chapter 3 of Part 29 of the Companies Act), the offer to be made by or on behalf of Bidco to acquire the issued and to be issued ordinary share capital of Kin and Carta on the terms and subject to the conditions to be set out in the related offer document (and, where the context admits, any subsequent revision, variation, extension or renewal of such offer);

Third Party

each of a central bank, government or governmental, quasi-governmental, supranational, statutory, regulatory, environmental, administrative, fiscal or investigative

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understanding

body, court, trade agency, association, institution, environmental body, employee representative body or any other body or person whatsoever in any jurisdiction;

uncertificated or uncertificated form

a share or other security which is recorded on the relevant register of the share or security concerned as being held in uncertificated form in CREST and title to which, by virtue of the CREST Regulations, may be transferred by means of CREST;

United Kingdom or UK

the United Kingdom of Great Britain and Northern Ireland;

United States or US

the United States of America, its territories and possessions, any state of the United States of America, the District of Columbia and all other areas subject to its jurisdiction and any political sub-division thereof;

US Exchange Act

the United States Securities Exchange Act of 1934, as amended;

US GAAP

the United States generally accepted accounting principles;

US Securities Act

the United States Securities Act of 1933, as amended;

Voting Record Time

6:00 p.m. on the day which is two Business Days before the date of the Court Meeting or if the Court Meeting is adjourned, 6:00 p.m. on the day which is two Business Days before such adjourned meeting;

Wider Bidco Group

Bidco Group and associated undertakings and any other body corporate, partnership, joint venture or person in which Bidco and such undertakings (aggregating their interests) have an interest of more than 20 per cent. of the voting or equity capital or the equivalent; and

Wider Kin and Carta Group

Kin and Carta and associated undertakings and any other body corporate, partnership, joint venture or person in which Kin and Carta and such undertakings (aggregating their interests) have an interest of more than 20 per cent. of the voting or equity capital or the equivalent (excluding, for the avoidance of doubt, Bidco and all of its associated undertakings which are not members of the Kin and Carta Group).

For the purposes of this Document, "subsidiary", "subsidiary undertaking", "undertaking" and "associated undertaking" have the respective meanings given thereto by the Companies Act.

All references to "pounds", "pounds Sterling", "Sterling", "£", "pence", "penny" and "p" are to the lawful currency of the United Kingdom.

All references to "dollars", "$", "USD", and "cent" are to the lawful currency of the United States.

All the times referred to in this Document are London times unless otherwise stated.

References to the singular include the plural and vice versa.

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PART X

NOTICE OF COURT MEETING

IN THE HIGH COURT OF JUSTICE
CR-2023-005829
BUSINESS AND PROPERTY COURTS OF ENGLAND AND WALES
COMPANIES COURT (ChD)

IN THE MATTER OF KIN AND CARTA PLC

and

IN THE MATTER OF THE COMPANIES ACT 2006

NOTICE IS HEREBY GIVEN that, by an order dated 8 November 2023 made in the above matters, the High Court of Justice in England and Wales (the "Court") has given permission for Kin and Carta plc (the "Company") to convene a meeting (the "Court Meeting") of the holders of Scheme Shares as at the Voting Record Time (each as defined in the Scheme (as defined below)) for the purpose of considering and, if thought fit, approving (with or without modification) a scheme of arrangement proposed to be made pursuant to Part 26 of the Companies Act 2006 (the "Companies Act") between the Company and the holders of Scheme Shares (the "Scheme") and that such meeting will be held at The Spitfire Building, 71 Collier Street, London, N1 9BE at 2:00 p.m. on 7 December 2023.

A copy of the Scheme and a copy of the explanatory statement required to be published pursuant to section 897 of the Companies Act are incorporated in the Document of which this notice forms part.

Unless the context requires otherwise, any capitalised term used but not defined in this notice shall have the meaning given to such term in the Document of which this notice forms part.

Voting on the resolution to approve the Scheme will be by poll, which shall be conducted as the chair of the Court Meeting may determine.

Any changes to the arrangements for the Court Meeting will be communicated to you before the Court Meeting, through Kin and Carta's website at https://investors.kinandcarta.com and by announcement through a Regulatory Information Service.

Right to Appoint a Proxy; Procedure for Appointment

Scheme Shareholders entitled to attend and vote at the Court Meeting may vote in person or they may appoint another person, whether a member of the Company or not, as their proxy to attend and vote at the Court Meeting on their behalf. A Scheme Shareholder may appoint more than one proxy in relation to the Court Meeting provided that each proxy is appointed to exercise the rights attached to a different share or shares held by that holder.

Scheme Shareholders are strongly encouraged to submit proxy appointments and instructions for the Court Meeting as soon as possible, using any of the methods (by post, online or electronically through CREST or Proxymity) set out below.

The completion and return of the BLUE Form of Proxy by post (or transmission of a proxy appointment or voting instruction electronically, online, through CREST or Proxymity or by any other procedure described below) will not prevent you from attending and voting at the Court Meeting if you are entitled to and wish to do so.

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(a) Sending BLUE Form of Proxy by post

A BLUE Form of Proxy, for use at the Court Meeting, has been provided with this Notice of Court Meeting. Instructions for its use are set out on the form. It is requested that the BLUE Form of Proxy (together with any power of attorney or other authority, if any, under which it is signed, or a duly certified copy thereof) be lodged with the Company's registrars, Link Group, in accordance with the instructions printed thereon so as to be received as soon as possible and ideally not later than 2:00 p.m. on 5 December 2023 (or, in the case of an adjournment of the Court Meeting, 48 hours (excluding any part of such 48 hour period falling on a day that is not a working day) before the time appointed for the adjourned meeting).

If the BLUE Form of Proxy for the Court Meeting is not lodged by the relevant time, it may be presented in person to the chair of the meeting or a Link Group representative who will be present at the Court Meeting, any time prior to the commencement of the Court Meeting (or any adjournment thereof).

(b) Online appointment of proxies

You may appoint a proxy electronically by logging on to the website of the Company's registrars, Link Group at https://www.signalshares.com. If you have not yet registered, select "Register an Account" then enter your surname, investor code, postcode and an email address. Create a password and click "Register" to proceed. You will be able to vote immediately by selecting "Proxy Voting" from the menu. Full details of the procedure for appointing a proxy electronically are on the website. Further information is also included on the BLUE Form of Proxy.

For an electronic proxy appointment to be valid, the appointment must be received by Link Group not later than 48 hours (excluding any part of such 48 hour period falling on a day that is not a working day) before the time fixed for the Court Meeting (as set out in paragraph (a) above) or any adjournment thereof. If the electronic proxy appointment is not received by this time, the BLUE Form of Proxy may be presented in person to the chair of the meeting or to a Link Group representative who will be present at the Court Meeting, any time prior to the commencement of the Court Meeting (or any adjournment thereof).

If you hold Scheme Shares in uncertificated form through CREST and wish to appoint a proxy or proxies for the Court Meeting (or any adjournment thereof) using the CREST electronic proxy appointment service, you may do so by using the procedures described in the CREST Manual. CREST personal members or other CREST sponsored members, and those CREST members who have appointed any 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 or instruction made using the CREST service to be valid, the appropriate CREST message (a "CREST Proxy Instruction") must be properly authenticated in accordance with the specifications of Euroclear and must contain the information required for such instructions as described in the CREST Manual. The message (regardless of whether it constitutes the appointment of a proxy or an amendment to the instructions given to a previously appointed proxy) must, in order to be valid, be transmitted so as to be received by Link Group (ID: RA10) not later than 48 hours (excluding any part of such 48 hour period falling on a day that is not a working day) before the time fixed for the Court Meeting or any adjournment thereof (as set out in (a) above). For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp applied to the message by the CREST Applications Host) from which Link Group are able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. If the CREST proxy appointment or instruction is not received by this time, the BLUE Form of Proxy may be presented in

person to the chair of the meeting or to a Link Group representative who will be present at the Court Meeting, any time prior to the commencement of the Court Meeting (or any adjournment thereof).

The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5)(a) of the CREST Regulations.

If you are an institutional investor, you may also be able to appoint a proxy electronically via the Proxymity platform, a process which has been agreed by the Company and approved by the Registrar. For further information regarding Proxymity, please go to www.proxymity.io. Your proxy must be lodged by 2:00 p.m. on 5 December 2023 in order to be considered valid or, if the meeting is adjourned, by the time which is 48 hours (excluding any part of such 48 hour period falling on a day that is not a working day) before the time of the adjourned meeting. Before you can appoint a proxy via this process you will need to have agreed to Proxymity's associated terms and conditions. It is important that you read these carefully as you will be bound by them and they will govern the electronic appointment of your proxy. An electronic proxy appointment via the Proxymity platform may be revoked completely by sending an authenticated message via the platform instructing the removal of your proxy vote. If the Proxymity proxy appointment is not received by this time, the BLUE Form of Proxy may be presented in person to the chair of the meeting or to a Link Group representative who will be present at the Court Meeting, any time prior to the commencement of the Court Meeting (or any adjournment thereof).

Please note that any electronic communication found to contain a computer virus or other malware will not be accepted.

Voting Record Time

Entitlement to attend and vote at (in person or by proxy) the Court Meeting or any adjournment thereof and the number of votes which may be cast at the Court Meeting will be determined by reference to the register of members of the Company at 6:00 p.m. on 5 December 2023 or, if the Court Meeting is adjourned, 6:00 p.m. on the date which is two Business Days before the date fixed for the adjourned meeting. Changes to the register of members after the relevant time shall be disregarded in determining the rights of any person to attend and vote at (in person or by proxy) the Court Meeting.

Joint Holders

In the case of joint holders of Scheme Shares, the vote of the senior who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the vote(s) of the other joint holder(s). For this purpose, seniority will be determined by the order in which the names stand in the register of members of the Company in respect of the joint holding.

Corporate Representatives

As an alternative to appointing a proxy, any holder of Scheme Shares which is a corporation may appoint one or more corporate representatives who may exercise on its behalf all its power as a member, provided that if two or more corporate representatives purport to vote in respect of the same shares, if they purport to exercise the power in the same way as each other, the power is treated as exercised in that way, and in other cases the power is treated as not exercised.

By the said order, the Court has appointed John Kerr or, failing him, Chris Kutsor, or failing him, any other Kin and Carta Director to act as chair of the Court Meeting and has directed the chair of the Court Meeting to report the result of the Court Meeting to the Court.

The Scheme of Arrangement will be subject to the subsequent sanction of the Court.

Dated 9 November 2023

Herbert Smith Freehills LLP
Exchange House
Primrose Street
London EC2A 2EG
Solicitors for the Company

Nominated Persons

The statement of rights of holders of Scheme Shares in relation to the appointment of proxies described in this Notice of Court Meeting does not apply to nominated persons (as defined below) in their capacity as such. Such rights can only be exercised by Scheme Shareholders.
Any person to whom this notice is sent who is a person nominated under section 146 of the Companies Act to enjoy information rights (a "Nominated Person") does not, in that capacity, have a right to appoint a proxy, such right only being exercisable by Kin and Carta Shareholders. However, Nominated Persons may, under an agreement between him/her and the shareholder by whom he/she was nominated, have a right to be appointed (or to have someone else appointed) as a proxy for the Court Meeting. If a Nominated Person has no such proxy appointment right or does not wish to exercise it, he/she may, under any such agreement, have a right to give instructions to the shareholder as to the exercise of voting rights.

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PART XI

NOTICE OF GENERAL MEETING

Kin and Carta plc

(Registered in England and Wales No. 01552113)

(the "Company")

Notice is hereby given that a general meeting Kin and Carta plc (the "Company") will be held at The Spitfire Building, 71 Collier Street, London, N1 9BE at 2:15 p.m. on 7 December 2023 (or as soon thereafter as the Court Meeting (as defined in Part IX (Definitions) of the Document of which this notice forms part) concludes or is adjourned) for the purpose of considering and, if thought fit, passing the following resolution, which will be proposed as a special resolution.

SPECIAL RESOLUTION

(1) THAT:

(A) for the purpose of giving effect to the scheme of arrangement dated 9 November 2023 (as amended or supplemented) (the "Scheme") between the Company and the holders of Scheme Shares (as defined in the Scheme), a copy of which has been produced to this meeting and for the purposes of identification signed by the chair of this meeting, in its original form or with or subject to any modification, addition, or condition agreed by the Company and Kelvin UK Bidco Limited ("Bidco") and approved or imposed by the High Court of Justice of England and Wales, the directors of the Company (or a duly authorised committee thereof) be authorised to take all such action as they may consider necessary or appropriate for carrying the Scheme into effect; and

(B) with effect from the passing of this resolution, the articles of association of the Company be and are hereby amended by the adoption and inclusion of the following new article 143:

"143 Scheme of Arrangement

(A) In this article 143, references to the "Scheme" are to the Scheme of Arrangement under Part 26 of the Companies Act 2006 between the Company and the holders of Scheme Shares (as defined in the Scheme) dated 9 November 2023 (with or subject to any modification, addition or condition approved or imposed by the High Court of Justice of England and Wales and agreed by the Company and Kelvin UK Bidco Limited ("Bidco")) and (save as defined in this article) terms defined in the Scheme shall have the same meanings in this article.

(B) Notwithstanding any other provisions in these articles, if the Company issues or transfers out of treasury any Kin and Carta Shares (other than to Bidco, any subsidiary or subsidiary undertaking of Bidco, or any nominee of Bidco (each a "Bidco Company")) on or after the date of the adoption of this article 143 and prior to the Scheme Record Time (as defined in the Scheme) such Kin and Carta Shares shall be issued or transferred subject to the terms of the Scheme (and shall be Scheme Shares for the purposes thereof) and the original holder or subsequent holders of such Kin and Carta Shares shall be bound by the Scheme accordingly.

(C) Notwithstanding any other provision of these articles, subject to the Scheme becoming Effective, any shares issued or transferred out of treasury to any person (other than a Bidco Company or its nominee(s)) at or after the Scheme Record Time (a "New Member") (each a "Post-Scheme Share") shall be issued or transferred on terms that they shall (on the Effective Date or, if later, on issue or transfer (but subject to the terms of article 143(D) below)), be immediately transferred to Bidco (or such person as it may direct) (the "Purchaser"), who shall be obliged to acquire each Post-Scheme Share in consideration of and conditional upon the payment by or on behalf of Bidco to the New Member of an amount in cash for each Post-Scheme Share equal to the cash consideration that a New Member would have been entitled had such Post-Scheme Share been a Scheme Share.

(D) Any person who is beneficially entitled to shares issued or transferred to a New Member (other than, for the avoidance of doubt, a person who becomes beneficially entitled to shares by virtue of a transfer pursuant to this article 143(D)) may, prior to the issue or transfer of Post-Scheme Shares to the New Member pursuant to the vesting of an award and/or the exercise of an option under one of the Kin and Carta Share Plans (as defined in the Scheme), give not less than five Business Days' written notice to the Company in such manner as the board shall prescribe of his or her intention to transfer the beneficial ownership of some or all of such Post-Scheme Shares to his or her spouse or civil partner and may, if such notice has been validly given, on or before such Post-Scheme Shares being issued or transferred to him or her, immediately transfer to his or her spouse or civil partner any such Post-Scheme Shares, provided that such Post-Scheme Shares (including both legal and beneficial ownership thereof) will then be immediately transferred to the Purchaser pursuant to article 143(C) above. If notice has been validly given pursuant to this article 143(D) but the beneficial owner does not immediately transfer to his or her spouse or civil partner, both the legal and beneficial ownership of the Post-Scheme Shares in respect of which notice was given will be transferred to the Purchaser and/or its nominee(s) pursuant to article 143(C) above. If notice is not given pursuant to this article 143(D), both the legal and beneficial ownership of the Post-Scheme Shares will be immediately transferred to the Purchaser pursuant to article 143(C) above.

(E) On any reorganisation of, or material alteration to, the share capital of the Company (including, without limitation, any subdivision and/or consolidation) carried out after the Effective Date, the value of the consideration per Post-Scheme Share to be paid under article 143(C) shall be adjusted by the Company in such manner as the auditors of the Company may determine to be appropriate to reflect such reorganisation or alteration. References in this article to Kin and Carta Shares shall, following such adjustment, be construed accordingly.

(F) To give effect to any transfer of Post-Scheme Shares required pursuant to article 143(C) and/or 143(D), the Company may appoint any person as attorney and/or agent for the New Member to transfer the Post-Scheme Shares to the Purchaser and/or its nominees and do all such other things and execute and deliver all such documents or deeds as may in the opinion

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of such attorney or agent be necessary or desirable to vest the Post-Scheme Shares in the Purchaser and pending such vesting to exercise all such rights attaching to the Post-Scheme Shares as the Purchaser may direct. If an attorney or agent is so appointed, the New Member shall not thereafter (except to the extent that the attorney or agent fails to act in accordance with the directions of the Purchaser) be entitled to exercise any rights attaching to the Post-Scheme Shares unless so agreed in writing by the Purchaser. The attorney or agent shall be empowered to execute and deliver as transferor a form or forms of transfer or other instrument(s) or instruction(s) of transfer (whether as a deed or otherwise) on behalf of the New Member (or any subsequent holder) in favour of the Purchaser and the Company may give a good receipt for the consideration for the Post-Scheme Shares and may register the Purchaser as holder thereof and issue to it certificate(s) for the same. The Company shall not be obliged to issue a certificate to the New Member for the Post-Scheme Shares. The Purchaser shall settle the consideration due to the New Member pursuant to article 143(C) above by sending a cheque drawn on a UK clearing bank in favour of the New Member (or any subsequent holder) for the purchase price of such Post-Scheme Shares as soon as practicable and in any event no later than 14 days after the date on which the Post-Scheme Shares are issued or transferred to the New Member.

(G) If the Scheme shall not have become Effective by 19 August 2024 (or such later date (if any) as the Company and Bidco may agree) and the High Court of Justice in England and Wales may approve, this article 143 shall be of no effect.

(H) Notwithstanding any other provision of these articles, both the Company and the board shall refuse to register the transfer of any Scheme Shares effected between the Scheme Record Time and the Effective Date other than to the Purchaser and/or its nominee(s) pursuant to the Scheme."

BY ORDER OF THE BOARD

Lucy Maxwell

Registered office: The Spitfire Building, 71 Collier Street, London, England, N1 9BE
Registered in England and Wales No. 01552113

Company Secretary
9 November 2023

Notes:

The following notes explain your general rights as a shareholder and your right to attend and vote at the General Meeting or to appoint someone else to vote on your behalf. The General Meeting is being held as a physical meeting. The nature of business of the General Meeting is to consider and, if thought fit, pass the Special Resolution.

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Definitions

Unless the context requires otherwise, any capitalised term used but not defined in this Notice of General Meeting shall have the meaning given to such term in the Document of which this Notice of General Meeting forms part.

Special Resolution

In order for the Special Resolution above to be passed, not less than 75 per cent. of the votes cast by those entitled to vote must be in favour in order to pass the resolution as a Special Resolution.

Attendance at the Meeting

Any changes to the arrangements for the General Meeting will be communicated to Kin and Carta Shareholders before the Meetings, through Kin and Carta's website at https://investors.kinandcarta.com and by announcement through a Regulatory Information Service.

Entitlement to attend and vote

Pursuant to Regulation 41(1) of the Uncertificated Securities Regulations 2001 (as amended), the Company has specified that only those members registered on the register of members of the Company at 6:00 p.m. on 5 December 2023 (the "Voting Record Time") (or, if the meeting is adjourned to a time more than 48 hours after the Voting Record Time, by 6:00 p.m. on the day which is two Business Days prior to the time of the adjourned meeting) shall be entitled to attend and vote at (in person or by proxy) the General Meeting in respect of the number of shares registered in their name at that time. If the meeting is adjourned to a time not more than 48 hours after the Voting Record Time, that time will also apply for the purpose of determining the entitlement of members to attend and vote (and for the purposes of determining the number of votes they may cast) at the adjourned meeting. Changes to the register of members after the relevant deadline shall be disregarded in determining the rights of any person to attend and vote at the General Meeting.

Appointment of proxies

Kin and Carta Shareholders are strongly encouraged to submit proxy appointments and instructions for the General Meeting as soon as possible, using any of the methods (by post, online, or electronically through CREST or Proxymity) set out below.

A member entitled to attend and vote at the General Meeting may appoint one or more proxies to exercise all or any of the member's rights to attend and, on a poll, to vote instead of that member. A proxy need not be a member of the Company but must attend the meeting for the member's vote to be counted. If a member appoints more than one proxy to attend the meeting, each proxy must be appointed to exercise the rights attached to a different share or shares held by the member. If a member wishes to appoint more than one proxy they should contact Link Group for further YELLOW Forms of Proxy or photocopy the YELLOW Form of Proxy as required.

The completion and return of the YELLOW Form of Proxy by post (or transmission of a proxy appointment or voting instruction electronically, online, through CREST or Proxymity or by any other procedure described below) will not prevent Kin and Carta Shareholders from attending and voting at the General Meeting if they are entitled to and wish to do so. Unless otherwise indicated on the Form of Proxy, CREST, Proxymity or any other electronic voting instruction, the proxy will vote as they think fit or, at their discretion, withhold from voting.

(a) Sending YELLOW Form of Proxy by post

A YELLOW Form of Proxy, for use at the General Meeting, has been provided with this Notice of General Meeting. Instructions for its use are set out on the form. It is requested that the YELLOW Form of Proxy (together with any power of attorney or other authority, if any, under which it is signed,

or a duly certified copy thereof) be returned to the Company's registrars, Link Group, by post to Link Group, PXS 1, Central Square, 29 Wellington Street, Leeds, LS1 4DL, so as to be received as soon as possible and in any event not later than 2:15 p.m. on 5 December 2023 (or, in the case of an adjournment of the General Meeting, 48 hours (excluding any part of such 48 hour period falling on a day that is not a working day) before the time appointed for the adjourned meeting).

If the YELLOW Form of Proxy for the General Meeting is not lodged by the relevant time, it will be invalid.

(b) Online appointment of proxies

You may appoint a proxy electronically by logging on to the website of the Company's registrars, Link Group, at https://www.signalshares.com. If you have not yet registered, select "Register an Account" then enter your surname, investor code, postcode and an email address. Create a password and click "Register" to proceed. You will be able to vote immediately by selecting "Proxy Voting" from the menu. Full details of the procedure for appointing a proxy electronically are on the website. Further information is also included on the YELLOW Form of Proxy.

(c) Electronic appointment of proxies through CREST or Proxymity

If you hold Kin and Carta Shares in uncertificated form through CREST and wish to appoint a proxy or proxies for the General Meeting (or any adjournment thereof) by using the CREST electronic proxy appointment service, you may do so by using the procedures described in the CREST Manual. CREST personal members or other CREST sponsored members, and those CREST members who have appointed any 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 or instruction made using the CREST service to be valid, the appropriate CREST message (a "CREST Proxy Instruction") must be properly authenticated in accordance with the specifications of Euroclear and must contain the information required for such instructions as described in the CREST Manual. The message (regardless of whether it constitutes the appointment of a proxy or an amendment to the instructions given to a previously appointed proxy) must, in order to be valid, be transmitted so as to be received by Link Group (ID: RA10) not later than 48 hours (excluding any part of such 48 hour period falling on a day that is not a working day) before the time fixed for the General Meeting (as set out in paragraph (a) above) or any adjournment thereof. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp applied to the message by the CREST Applications Host) from which Link Group are able to retrieve the message by enquiry to CREST in the manner prescribed by CREST.

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referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings.

Kin and Carta may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5)(a) of the CREST Regulations.

If you are an institutional investor you may also be able to appoint a proxy electronically via the Proxymity platform, a process which has been agreed by the Company and approved by the Registrar. For further information regarding Proxymity, please go to www.proxymity.io. Your proxy must be lodged by 2:15 p.m. on 5 December 2023 in order to be considered valid or, if the meeting is adjourned, by the time which is 48 hours before the time of the adjourned meeting (excluding any part of such 48 hour period falling on a day that is not a working day). Before you can appoint a proxy via this process you will need to have agreed to Proxymity's associated terms and conditions. It is important that you read these carefully as you will be bound by them and they will govern the electronic appointment of your proxy. An electronic proxy appointment via the Proxymity platform may be revoked completely by sending an authenticated message via the platform instructing the removal of your proxy vote.

Please note that any electronic communication found to contain a computer virus or other malware will not be accepted.

6. Appointment of a proxy by joint holders

In the case of joint holders, where more than one of the joint holders purports to appoint one or more proxies, only the purported appointment submitted by the most senior holder will be accepted. Seniority shall be determined by the order in which the names of the joint holders stand in the Company's register of members in respect of the joint holding.

7. Corporate representatives

Any corporation which is a Kin and Carta Shareholder can appoint one or more corporate representatives who may exercise on its behalf all of its powers, provided that if two or more representatives purport to vote in respect of the same shares: if they purport to exercise the power in the same way as each other, the power is treated as exercised in that way; and in other cases, the power is treated as not exercised.

8. Votes to be taken by a poll and results

At the General Meeting voting on the Special Resolution will be by poll. The results of the poll will be announced through a Regulatory Information Service and published on the Company's website as soon as reasonably practicable following the conclusion of the General Meeting.

The 'Withheld' option on the YELLOW Form of Proxy is provided to enable Kin and Carta Shareholders to abstain from voting on the Special Resolution. However, a vote withheld is not a vote in law and will not be counted in the calculation of proportion of votes 'For' and 'Against' the Special Resolution.

9. Nominated Persons

Any person to whom this Notice of General Meeting is sent who is a person nominated under section 146 of the Companies Act to enjoy information rights (a "Nominated Person") may, under an agreement between that Nominated Person and the shareholder by whom that Nominated Person was nominated, have a right to be appointed (or to have someone else appointed) as a proxy for the General Meeting. If a Nominated Person has no such proxy appointment right or does not wish to exercise it, that Nominated Person may, under any such agreement, have a right to give instructions to the shareholder as to the exercise of voting rights.

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The statement of the rights of shareholders in relation to the appointment of proxies in paragraph 5 above does not apply to Nominated Persons. The rights described in that paragraph can only be exercised by Kin and Carta Shareholders.

10. Website providing information regarding the General Meeting

Information regarding the General Meeting, including information required by section 311A of the Companies Act, and a copy of this Notice of General Meeting may be found on the Company's website at https://investors.kinandcarta.com.

11. Issued share capital and total voting rights

As at the Latest Practicable Date the issued ordinary share capital of Kin and Carta was divided into 177,931,360 ordinary shares of 10 pence each (excluding ordinary shares held in treasury), all of which are credited as fully paid up. The Company holds 90,637 ordinary shares of 10 pence each in treasury.

12. Further questions and communication

Under section 319(a) of the Companies Act, any shareholder attending the General Meeting has the right to ask questions. Any question relevant to the business of the meeting may be asked at the meeting by anyone permitted to speak at the meeting. You may alternatively submit your question in advance by way of a letter addressed to the chair of this meeting.

Kin and Carta Shareholders who have any queries about the General Meeting, or are in any doubt as to how to complete the Forms of Proxy or to submit proxies electronically or online, should contact the Company's registrars, Link Group, via email at [email protected] or by calling the Shareholder Helpline on 0371 664 0321 from within the UK or on +44 371 664 0321 if calling from outside the UK. Lines are open between 9:00 a.m. and 5:30 p.m. Monday to Friday (except public holidays in England and Wales). Calls are charged at the standard geographical rate and will vary by provider. Calls from outside the UK will be charged at the applicable international rate. Please note that calls may be monitored or recorded and Link Group cannot provide advice on the merits of the Acquisition or the Scheme or give any financial, legal or tax advice.

Kin and Carta Shareholders may not use any electronic address or fax number provided in this Notice of General Meeting or in any related documents to communicate with the Company for any purpose other than those expressly stated. Any electronic communications, including the lodgement of any electronic proxy form, received by the Company, or its agents, that is found to contain any virus will not be accepted.

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AI assistant

KIN AND CARTA PLC — Proxy Solicitation & Information Statement 2024

4686_rns_2024-01-16_05ddc88c-ee12-4985-97fb-6a8c337bdd8c.pdf

Court Meeting and General Meeting

IMPORTANT NOTICE

Overseas Shareholders

Additional information for US investors

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Profit forecasts, estimates or quantified financial benefits statements

Dealing and Opening Position Disclosure Requirements

Publication on a website

Requesting hard copy documents

Electronic communications

Rounding

Incorporation of information by reference into this Document

Time

General

CONTENTS

(a) Sending Forms of Proxy by post

(b) Online appointment of proxies

(c) Electronic appointment of proxies through CREST or Proxymity or otherwise

PART I

LETTER FROM THE CHAIR OF KIN AND CARTA

Directors:

RECOMMENDED CASH ACQUISITION OF KIN AND CARTA GROUP PLC BY KELVIN UK BIDCO LIMITED

1. INTRODUCTION

2. SUMMARY OF THE TERMS OF THE ACQUISITION

110 pence in cash for each Scheme Share (the "Offer Price")

3. BACKGROUND TO AND REASONS FOR THE RECOMMENDATION

4. IRREVOCABLE UNDERTAKINGS

5. BACKGROUND TO AND REASONS FOR THE ACQUISITION

6. DIRECTORS, MANAGEMENT, EMPLOYEES, PENSIONS, RESEARCH AND DEVELOPMENT AND LOCATIONS

Strategic plans for Kin and Carta

Employees and management

Incentivisation and retention arrangements

Pensions

Intentions in respect of Kin and Carta's B Corp status

Headquarters, locations, fixed assets and research and development

Trading facilities

Statements

7. KIN AND CARTA SHARE PLANS

8. KIN AND CARTA CURRENT TRADING AND OUTLOOK

Outlook

9. DIVIDENDS

10. ACTION TO BE TAKEN BY KIN AND CARTA SHAREHOLDERS

11. OVERSEAS SHAREHOLDERS

12. UNITED KINGDOM TAXATION

13. RECOMMENDATION

14. FURTHER INFORMATION

2. SUMMARY OF THE TERMS OF THE ACQUISITION AND THE SCHEME

110 pence in cash for each Scheme Share (the "Offer Price")

3. BACKGROUND TO AND REASONS FOR THE RECOMMENDATION

4. INFORMATION RELATING TO KIN AND CARTA

5. INFORMATION RELATING TO BIDCO AND APAX

Bidco

Apax

6. FINANCIAL EFFECTS OF THE ACQUISITION ON BIDCO

7. FINANCING OF THE ACQUISITION

8. KIN AND CARTA SHARE PLANS AND OTHER INCENTIVE ARRANGEMENTS

Kin and Carta Share Plans

LTIPs

RSU Plan

Sharesave

ESPP

CK Market Value Option

Kin and Carta Employee Benefit Trust

9. THE KIN AND CARTA DIRECTORS AND THE EFFECT OF THE SCHEME ON THEIR INTERESTS

10. DESCRIPTION OF THE SCHEME AND THE MEETINGS

10.1 The Scheme

10.2 Kin and Carta Meetings

10.4 Entitlement to vote at the Meetings and Forms of Proxy

10.5 Modifications to the Scheme

11. CONDITIONS TO THE ACQUISITION

Other matters relevant to the Conditions

Implementation by way of a Takeover Offer

12. OFFER-RELATED ARRANGEMENTS

Confidentiality Agreement

Co-operation Agreement

Clean Team Agreement

13. CANCELLATION OF LISTING OF KIN AND CARTA SHARES

KIN AND CARTA PLC Proxy Solicitation & Information Statement 2024