Kin and Carta : Notice of AGM 2022

KIN + CARTA NOTICE OF ANNUAL GENERAL MEETING

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

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

1 November 2022

Letter from the Chairman of Kin and Carta plc

Dear Shareholder

The annual general meeting ('AGM') of Kin and Carta plc (the 'Company') will be convened at 2.00pm on Thursday, 1 December 2022 at the offices of Herbert Smith Freehills LLP, Exchange House, Primrose Street, London EC2A 2EG.

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

If you have any specific questions on the business of the AGM, please submit your questions ahead of the meeting by e-mail to [e-mail] or by post C/o The Company Secretary, The Spitfire Building, 71 Collier Street, London N1 9BE. Please include your Shareholder Reference Number along with your question. Questions received by 5.00pm on Tuesday, 22 November 2022 will be answered by the Company by close of business on Friday, 25 November 2022. Responses will be published on the Company's website: https://investors.kinandcarta.com/events-and-presentations/agm. Any questions received by the Company after 5.00pm on Tuesday, 22 November 2022 will be answered as soon as practicable following the AGM.

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

Action required

This letter contains an explanation of the business to be put to the AGM. The Notice is set out on pages 8 and 9 of this document. Whether or not you will be attending, I would encourage you to vote on the resolutions to be considered at the meeting by submitting your instructions electronically at www.kinandcarta-shares.co.uk or by completing, signing and returning a hard copy form of proxy to the Company's registrars, Link Group, as soon as possible. To be valid for the meeting, your electronic instructions or completed form must be received by the Company's registrars no later than 2.00pm on Tuesday, 29 November 2022 (being 48 hours before the time of the AGM). Completion and return of the form of proxy will not prevent you from attending and voting in person at the AGM should you decide to do so. A form of proxy can be obtained from the Company's registrars, Link Group, on request via the helpline: calls from the UK 0371 664 0300 and calls from overseas [phone] - for further details see note 2 of the notes to the Notice set out on page 10 of this document.

Explanatory notes to the proposed resolutions

The following resolutions will be proposed as ordinary resolutions:

Resolution 1 - Receipt of the 2022 Annual Report and Accounts

The Directors of the Company will present the Company's audited accounts and related reports for the year ended 31 July 2022 (the 'Annual Report and Accounts'), as required by the Companies Act 2006 (the 'Act'). Accordingly, Resolution 1 asks shareholders to receive the Annual Report and Accounts for the year ended 31 July 2022.

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

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

020 7928 8844 kinandcarta.com

Registered in

England and Wales

No. 1552113

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

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Letter from the Chairman of Kin and Carta plc

Resolutions 2 and 3 - Approval of the 2022 Directors' remuneration report and Directors' remuneration policy

The Act requires quoted companies to present a remuneration report to their shareholders. This report for the year ended 31 July 2022 is set out in the letter from the Chair of the Remuneration Committee and the annual report on remuneration, on pages 142 to 145 and 158 to 172 of the Annual Report and Accounts respectively.

Resolution 2 is seeking shareholder approval of the Directors' remuneration report (excluding the part containing the Directors' remuneration policy). This is an advisory vote and, as such, no entitlement of a Director to remuneration is conditional on it.

Under the Act, the Directors' remuneration policy is subject to shareholder approval at least every three years. The policy was last approved by shareholders at the 2020 AGM.

Resolution 3 is an ordinary resolution to approve the new Directors' remuneration policy which is set out in the Directors' remuneration report on pages 146 to 157 of the Annual Report and Accounts.

The key changes to the policy approved by shareholders at the 2020 AGM are to increase the maximum bonus award from 100% to 150% of salary, and to increase the maximum LTIP award from 125% of salary (or 200% in exceptional circumstances) to 225% of salary (or 275% in exceptional circumstances). This is intended to more closely align remuneration opportunities with our key talent market in the US, while recognising our status as a FTSE listed company. Other changes have been made to the wording of the policy to increase flexibility, to aid operation, to increase transparency and to reflect typical market practice.

Once the new Directors' remuneration policy has been approved, all payments by the Company to the Directors and any former Directors must be made in accordance with the new policy (unless a payment has been separately approved by shareholders).

If the new Directors' remuneration policy is approved and remains unchanged, it will be valid for up to three financial years without a new shareholder approval. If the Company wishes to change the Directors' remuneration policy, it will need to put the revised policy to a vote again before it can implement the new policy.

Resolutions 4 and 5 - Appointment of auditor and auditor's remuneration

The Company is required under the Act to appoint an auditor at each general meeting at which the accounts are presented, to hold office until the conclusion of the next such meeting.

Following a competitive tender process for external audit services (described on page 137 of the Annual Report and Accounts), the Company's Audit Committee made a recommendation to the Board that KPMG be appointed as auditor of the Company. As such, following completion of the audit for the financial year ended 31 July 2022, PricewaterhouseCoopers LLP has resigned as the Company's auditor with effect from 20 October 2022 and the Board has appointed KPMG as auditor to fill the casual vacancy which has arisen. Accordingly, Resolution 4 seeks shareholder approval to appoint KPMG as auditor of the Company. PricewaterhouseCoopers LLP has provided the Company with a statement of circumstances confirming that it has resigned as auditor of the Company.

A copy of PricewaterhouseCoopers LLP's statement of circumstances, as required by company law, is set out in the Appendix to the Notice of AGM on page 12.

Resolution 5 authorises the Audit Committee to set the remuneration of the auditor. In accordance with its terms of reference, the Company's Audit Committee will approve the auditor's remuneration and terms of engagement and make recommendations to the Board.

Resolutions 6 to 12 - Directors seeking election or re-election

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

Each of David Bell, Maria Gordian, John Kerr, Chris Kutsor, Michele Maher and Nigel Pocklington, are standing for re-election this year. Kelly Manthey will stand for election by shareholders following her appointment to the Board as the Company's Chief Executive Officer and Director earlier this year.

Biographies of each of the Directors seeking election or re-election including why their specific contribution is, and continues to be, important to the Company's long-term sustainable success, can be found on pages 5 to 7 of this document. The Board considers that each of the Directors brings valuable skills and experience to the Board. Performance evaluations of each Director have taken place. Following those evaluations, the Board considers that the performance of each Director who was assessed continues to be effective and they each demonstrate the commitment required to continue in his or her present role. Further details of the performance evaluations may be found on page 129 of the Annual Report and Accounts. In addition, the Board has determined (including by considering each Director's length of tenure) that all Non-Executive Directors standing for election or re-election at the AGM are independent.

KIN + CARTA NOTICE OF ANNUAL GENERAL MEETING

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Resolution 13 - Approval of an amendment to the Kin and Carta Long Term Incentive Plan 2020

In line with the proposed changes under the new Directors' remuneration policy, Resolution 13 seeks shareholder approval for an amendment to the rules of the Kin and Carta Long Term Incentive Plan 2020 (the 'LTIP'), which was approved by shareholders at the 2020 AGM, to increase the maximum LTIP award from 125% of salary (or 200% in exceptional circumstances) to 225% of salary (or 275% in exceptional circumstances).

Resolution 14 - Allotment of share capital

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

Under the Act, the Directors may not allot new shares in the Company without the authority of shareholders in general meeting, except for the issue of shares under the Company's share or share option plans. The authority contained in Resolution 14(a) is a general authority permitting the Directors to allot shares up to an aggregate nominal amount of £5,930,009 and the authority contained in Resolution 14(b) gives Directors additional authority to allot equity securities up to an aggregate nominal amount of £5,930,009 where the allotment is in connection with a rights issue only.

These amounts represent approximately one-third of the issued share capital of the Company (excluding treasury shares) and together approximately two-thirds of the issued share capital of the Company as at 20 October 2022 (being the latest practicable date prior to publication of this letter).

If approved, these authorities will expire at the conclusion of the Company's next AGM (or, if earlier, on

1 March 2024). The Directors have no present intention of exercising these authorities. However, the Directors continue to consider potential investment opportunities and, in the event of one of these potential investment opportunities proceeding, this may require the allotment of shares pursuant to these authorities. These authorities are in accordance with the guidance issued by the Investment Association.

As at 20 October 2022, the Company held 90,637 treasury shares, representing approximately 0.05% of the Company's ordinary issued share capital (excluding treasury shares) at that date.

The remaining resolutions will be proposed as special resolutions:

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

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

Resolution 15(a) will authorise the Directors to allot equity securities, or sell treasury shares, up to a nominal amount of £11,860,018, for cash on a pre-emptive basis to existing shareholders subject to such exclusions or arrangements as the Directors may deem necessary or expedient to deal with certain situations. For example, in a pre-emptive rights issue, there may be difficulties in relation to fractional entitlements or the issue of new shares to certain shareholders, particularly those resident in certain overseas jurisdictions.

Resolution 15(b) will authorise the Directors to allot a limited number of equity securities, or sell treasury shares, for cash without first offering them to existing shareholders pro rata to their existing holdings up to an aggregate nominal amount of £889,501. This maximum limit represents approximately 5% of the issued share capital of the Company (excluding treasury shares) as at 20 October 2022 (being the latest practicable date prior to publication of this letter).

Resolution 16 will authorise the Directors to allot equity securities or sell treasury shares for cash without first offering them to existing shareholders pro rata to their existing holdings, in addition to any authority granted under Resolution 15, up to an aggregate nominal amount of £889,501 for the purposes of financing a transaction (or a refinancing within six months of the transaction), which the Directors determine to be an acquisition or other capital investment contemplated by the Principles. This maximum limit represents approximately 5% of the issued share capital of the Company (excluding treasury shares) as at 20 October 2022 (being the latest practicable date prior to publication of this letter). The Directors confirm that, in accordance with the Principles, any shares issued under this authority would only be used in connection with an acquisition or a specified capital investment which is either announced at the same time as the proposed non-pre-emptive issue or which has taken place in the six- month period preceding the issue and is disclosed in the announcement of the issue.

The authorities contained in Resolutions 15 and 16 will expire at the conclusion of the next AGM (or, if earlier, 1 March 2024).

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

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Letter from the Chairman of Kin and Carta plc

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

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

Resolution 17 will be proposed to authorise the Company to purchase its own ordinary shares in the market. The authority limits the number of shares that could be purchased to a maximum of 17,790,027 representing approximately 10% of the Company's issued ordinary share capital (excluding treasury shares) as at 20 October 2022 (being the latest practicable date prior to publication of this letter) and sets minimum and maximum prices. This authority will expire at the conclusion of the next AGM (or, if earlier, 1 March 2024).

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

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

As at 20 October 2022 (being the latest practicable date prior to publication of this letter), there were options over 10,225,117 ordinary shares in the capital of the Company representing approximately 5.7% of the Company's issued ordinary share capital (excluding treasury shares). If the authority to purchase the Company's ordinary shares being sought in Resolution 17 and the existing authority to purchase ordinary shares taken at last year's AGM (which expires at the end of this year's AGM) were exercised in full, these options would represent approximately 7.2% of the Company's issued ordinary share capital (excluding treasury shares).

Resolution 18 - Notice for calling a general meeting

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

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

Recommendation

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

Yours sincerely

John Kerr

Chairman

1 November 2022

KIN + CARTA NOTICE OF ANNUAL GENERAL MEETING

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Directors' Biographies

Kelly Manthey

Chief Executive Officer

COMMITTEES: Member of the Nomination Committee.

APPOINTED: 1 August 2022.

CAREER: Kelly is a visionary leader who has been at the forefront of digital transformation for more than 25 years. She has a proven track record in driving double-digit growth for digital consulting businesses.

Kelly began her career as a software developer at Accenture's emerging technologies lab, joining Solstice (the digital product engineering and innovation firm at the core of our Americas business) as the first recruit in 2006, and rising to be its Chief Executive Officer in 2018.

CONTRIBUTIONS AND REASONS FOR ELECTION: She has been central to Kin + Carta's strategy and growth from the inception of the brand, transitioning Solstice from a product development start-up into an enterprise digital transformation consultancy. She led the business through the cultural, structural, and growth strategy changes needed for the next stage of scale to compete, grow, and win. Under Kelly's leadership, Kin + Carta Americas has been recognised as Fast Company's Best Workplaces for Innovators, Consulting Magazine's Best Large Firms to Work For, and Fortune Magazine's Best Places to Work. Kelly has been recognised in The Consulting Report's Top 25 Women Leaders in IT Services, Crain's Chicago Business Tech 50, and is an active advocate for inclusion, diversity, and raising the visibility of women in the technology sector.

OTHER ROLES: Kelly also sits on the Board of Directors for Skills for Chicagoland's Future.

Chris Kutsor

Chief Financial Officer and Chief Operating Officer

COMMITTEE: Member of the Nomination Committee.

APPOINTED: 17 June 2019.

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

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

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

David Bell

Independent Non-Executive Director

COMMITTEE: Member of the Audit and Nomination Committees.

APPOINTED: 4 August 2018.

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

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

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