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    SIV   GB0007689002

KIN AND CARTA PLC

(SIV)
  Report
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Kin and Carta : Poll Results of AGM 2022

12/01/2022 | 11:34am EST

For immediate release

01 December 2022

Kin and Carta plc

Results of Annual General Meeting 2022

Kin and Carta plc (the 'Company') announces that at its Annual General Meeting ('AGM') held earlier today, all resolutions contained in the Notice of Annual General Meeting 2022 were

passed. The results of the poll held at the AGM are shown in the table below.

The Company also announces that the Board appointed Nigel Pocklington as Senior Independent Director of the Company with effect from today. Nigel has been a Non-Executive Director of Kin and Carta plc since 1 June 2016. He chairs the Remuneration Committee and is a member of the Audit and Nomination Committees.

Resolutions

For*

% For

Against

% Against

Withheld**

Ordinary Resolutions

1.

To receive the 2022 Annual Report

143,408,841

100.00%

0

0.00%

0

and Accounts

2.

To approve the Directors'

134,363,376

93.69%

9,044,495

6.31%

970

Remuneration Report

3.

To approve the Directors'

104,500,984

73.10%

38,462,829

26.90%

445,028

remuneration policy

4.

To appoint KPMG as the auditor of

143,394,361

99.99%

14,480

0.01%

0

the Company

5.

To authorise the Audit Committee

143,396,881

99.99%

11,960

0.01%

0

to determine the auditor's

remuneration

6.

To elect Kelly Manthey as a

142,465,084

99.34%

943,757

0.66%

0

Director

7.

To re-elect Chris Kutsor as a

140,822,812

98.20%

2,586,029

1.80%

0

Director

8.

To re-elect David Bell as a Director

142,444,679

99.33%

964,162

0.67%

0

9.

To re-elect Maria Gordian as a

142,444,679

99.33%

964,162

0.67%

0

Director

10. To re-elect John Kerr as a

140,765,397

99.32%

966,912

0.68%

1,676,532

Director

11. To re-elect Michele Maher as a

136,005,708

94.84%

7,403,133

5.16%

0

Director

12. To re-elect Nigel Pocklington as a

133,804,518

93.30%

9,604,323

6.70%

0

Director

13. To amend the Kin and Carta Long

107,490,385

75.19%

35,473,310

24.81%

445,146

Term Incentive Plan 2020

14. To authorise the Directors to allot

137,264,764

95.72%

6,144,077

4.28%

0

shares

Special Resolutions

For*

% For

Against

% Against

Withheld**

15.

To disapply statutory pre-emption

138,903,539

96.86%

4,504,332

3.14%

970

rights

16.

To disapply statutory pre-emption

138,903,539

96.87%

4,489,332

3.13%

15,970

rights for acquisitions or specified

capital investments

17.

To authorise the Company to

142,861,512

99.97%

44,869

0.03%

502,460

purchase its own shares

18.

To authorise the Company to call

142,760,032

99.55%

648,691

0.45%

118

a general meeting on not less than 14

clear days' notice

*Votes for include discretionary votes

**A vote withheld is a not a vote in law and is not counted in the votes for or against a resolution

As at 29 November 2022, the AGM voting record date, there were 178,012,498 ordinary shares of 10p in issue, of which the Company holds 90,637 shares in Treasury. Therefore, the total number of shares with full voting rights in the Company on 29 November 2022 was 177,921,861.

In accordance with Listing Rule 9.6.2R, copies of the resolutions that do not constitute ordinary business at an AGM have been submitted to the National Storage Mechanism and will shortly be available for inspection at: https://data.fca.org.uk/#/nsm/nationalstoragemechanism.

Resolutions 3 and 13

In relation to Resolution 3 to approve the Directors' Remuneration Policy and Resolution 13 to amend the Long-Term Incentive Plan 2020, the Board acknowledges that, while these resolutions were passed with a clear majority, more than 20% of the votes were cast against the Board's recommendation on each resolution. The Board is committed to an open and transparent dialogue with the Company's shareholders and the Remuneration Committee engaged extensively with our largest shareholders on the proposed changes to both the Directors'

Remuneration Policy and the Long-Term Incentive Plan 2020 prior to the publication of the Annual Report, as set out in the Directors' Remuneration Report. We are grateful for shareholders' feedback and will continue that engagement, in particular to understand fully the views of those shareholders who voted against these resolutions. We will publish an update on this engagement, in accordance with the UK Corporate Governance Code, within six months of the 2022 AGM as well as a final summary in the Company's Annual Report for the current Financial Year.

Enquiries:

Kin + Carta

+44 (0)20 7928 8844

Kelly Manthey, CEO

Chris Kutsor, CFO and COO

Daniel Fattal, Company Secretary

Powerscourt

+44 (0) 7713 246126

Elly Williamson / Jane Glover

Numis Securities Limited

+44 (0)207 260 1345

Nick Westlake / Tejas Padalkar

Peel Hunt LLP

+44 (0) 20 7418 8900

Paul Gillam / John Welch

About Kin + Carta

Kin + Carta is a London Stock Exchange listed global digital transformation consultancy committed to working alongside clients to build a world that works better for everyone.

Kin + Carta's 2,000 consultants, engineers and data scientists around the world bring the connective power of technology, data and experience to the world's most influential companies - helping them to accelerate their digital roadmap, rapidly innovate, modernise their systems, enable their teams and optimise for continued growth. Headquartered in London and Chicago with offices across three continents, the borderless model of service allows for the best minds to be connected to collaborate on client challenges.

With purpose at its core, Kin + Carta became the first company listed on the London Stock Exchange to achieve B Corp certification. It meets high standards of verified social and environmental performance, public transparency and accountability to balance the triple bottom line of people, planet and profit.

For more information, please visit https://www.kinandcarta.com.

Cautionary statement regarding forward-looking statements

This Announcement may contain "forward-looking statements" with respect to certain of the Company's plans and its current goals and expectations relating to its future financial condition, performance, strategic initiatives, objectives and results. Forward-looking statements sometimes use words such as "aim", "anticipate", "target", "expect", "estimate", "intend", "plan", "goal", "believe", "seek", "may", "could", "outlook" or other words of similar meaning. By their nature, all forward-looking statements involve risk and uncertainty because they are based on numerous assumptions regarding the Company's present and future business strategies, relate to future events and depend on circumstances which are or may be beyond the control of the Company which could cause actual results or trends to differ materially from those made in or suggested by the forward-looking statements in this Announcement, including, but not limited to, domestic and global economic business conditions; market-related risks such as fluctuations in interest rates; the policies and actions of governmental and regulatory authorities; the effect of competition, inflation and deflation; the effect of legislative, fiscal, tax and regulatory developments in the jurisdictions in which the Company and its respective affiliates operate; the effect of volatility in the equity, capital and credit markets on profitability and ability to access capital and credit; a decline in credit ratings of the Company; the effect of operational and integration risks; an unexpected decline in sales for the Company; inability to realise anticipated synergies; any limitations of internal financial reporting controls; and the loss of key personnel. Any forward- looking statements made in this Announcement by or on behalf of the Company speak only as of the date they are made. Save as required by the Market Abuse Regulation, the Disclosure Guidance and Transparency Rules, the Listing Rules or by law, the Company undertakes no obligation to update these forward-looking statements and will not publicly release any revisions it may make to these forward-looking statements that may occur due to any change in its expectations or to reflect events or circumstances after the date of this Announcement.

Disclaimer

Kin and Carta plc published this content on 01 December 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 01 December 2022 16:33:05 UTC.


ę Publicnow 2022
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Financials
Sales 2023 245 M 295 M 295 M
Net income 2023 - - -
Net cash 2023 1,47 M 1,76 M 1,76 M
P/E ratio 2023 -
Yield 2023 0,09%
Capitalization 375 M 451 M 451 M
EV / Sales 2023 1,52x
EV / Sales 2024 1,29x
Nbr of Employees 1 753
Free-Float 85,7%
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Technical analysis trends KIN AND CARTA PLC
Short TermMid-TermLong Term
TrendsNeutralNeutralNeutral
Income Statement Evolution
Consensus
Sell
Buy
Mean consensus BUY
Number of Analysts 3
Last Close Price 211,00 GBX
Average target price 381,33 GBX
Spread / Average Target 80,7%
Managers and Directors
Kelly Manthey Chief Executive Officer
Chris Kutsor Chief Financial Officer & Executive Director
John Kerr Chairman
Stephen William Richard Wilson Global Chief Technology Officer
Nigel Pocklington Independent Non-Executive Director
Sector and Competitors