Kinovo : AGM Notice 2023 (07/08/2023)

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 financial advice from your stockbroker, bank manager, solicitor, accountant, or other independent adviser authorised under the Financial Services and Markets Act 2000 if you are resident in the UK or, if you reside elsewhere, another appropriately authorised financial adviser.

If you have recently sold or transferred all of your shares in Kinovo plc, please send this notice and the accompanying documents as soon as possible to the purchaser or transferee or to the person who arranged the sale or transfer, so they can pass these documents to the person who now holds the shares.

Kinovo plc

Registered in England and Wales with Company Number 09095860

Notice of Annual General Meeting

Notice of the Kinovo plc 2023 Annual General Meeting to be held at the offices of Hudson Sandler, 25 Charterhouse Square, London, EC1M 6AE, at 12:00 p.m. on 30 August 2023 is set out on pages 3 to 4 of this document.

The Board strongly encourages all shareholders to vote on the resolutions by proxy before the deadline of 12:00 p.m. on 25 August 2023. Full instructions are set out on pages 5 to 7 of this document in the Notes to the Notice.

Letter from the Chair

Registered Office:

201 Temple Chambers

3-7 Temple Avenue

London

EC4Y 0DT

4 August 2023

Dear Shareholder

Annual General Meeting 2023

The Board is pleased to confirm that the Annual General Meeting (AGM) of Kinovo plc (Company) will take place at 12:00 p.m. on Wednesday 30 August 2023 at the offices of Hudson Sandler, 25 Charterhouse Square, London, EC1M 6AE. The notice convening the Meeting (AGM Notice) is set out at the end of this letter.

Arrangements

I am delighted that we will be able to welcome shareholders to our AGM this year in person. In order to facilitate the smooth operation of the AGM, and to ensure that visitor numbers are appropriately managed, we ask all shareholders that wish to attend to notify the Company Secretary in advance and by no later than 12:00 p.m. (London time) on 25 August 2023 at [e-mail].

Similarly, those shareholders that are not able to attend the AGM are encouraged to register any questions in advance of the AGM by submitting these to: [e-mail] no later than 12:00 p.m. (London time) on 25 August 2023. Questions will be responded to individually and any areas of significant shareholder interest will be addressed with answers on the Company's website as soon as practicable following the AGM.

Resolutions

The resolutions to be put to shareholders at the AGM are set out in the AGM Notice which is included with this letter. An explanation of each of the resolutions is set out at the end of the document.

Voting

Shareholders are encouraged to vote on the resolutions to be put to the AGM by proxy whether or not they intend to attend. Please also refer to the "Notes" section of the AGM Notice and the Form of Proxy for details on how to vote by proxy.

Voting at the AGM will be conducted on a poll in accordance with best practice.

To Vote by Post, hand or courier: A Form of Proxy is enclosed with this document. To be valid, the completed Form of Proxy (and supporting documents if applicable) must be received by the Company's registrar, Neville Registrars Limited, Neville House, Steelpark Road, Halesowen B62 8HD. The signed Form of Proxy must be received no later than 48 hours (excluding non-business days) before the time of the AGM or any adjournment thereof (to be received by 12:00 p.m. on 25 August 2023).

To Vote Online: As an alternative to completing and returning a hard copy Form of Proxy, you can appoint a proxy or proxies electronically by visiting www.sharegateway.co.uk. For an electronic proxy appointment to be valid, the appointment must be received by the Company's registrar, Neville Registrars Limited, no later than 12:00 p.m. on 25 August 2023.

To Vote Using CREST: CREST members may also use the CREST proxy appointment service.

Further details on voting by proxy are set out in the "Notes" section of the AGM Notice at the end of this document.

Board Recommendation

The Board of Kinovo plc considers all of the proposed resolutions to be in the best interests of the Company and shareholders as a whole and, accordingly, recommends that shareholders vote in favour of all the resolutions proposed, as the Directors intend to do in respect of their own holdings.

We look forward to welcoming shareholders to the AGM. Yours faithfully

Sangita Shah

Chair of the Board of Kinovo plc

2 Kinovo plc Notice of Annual General Meeting 2023

Notice of Annual General Meeting 2023

Notice is hereby given that the Annual General Meeting (AGM) of Kinovo plc (Company) will be held at the offices of Hudson Sandler, 25 Charterhouse Square, London, EC1M 6AE on Wednesday 30 August 2023 at 12:00 p.m. to consider and, if thought fit, to pass the resolutions set out below.

Resolutions 1 to 6 will be proposed as ordinary resolutions and resolutions 7 to 8 will be proposed as special resolutions.

Definitions
CA 2006	the Companies Act 2006
Company	Kinovo plc
Directors	the board of directors of the Company (or a duly constituted committee thereof)
Equity Securities	shall have the meaning given in section 560 of CA 2006
Ordinary Shares	ordinary shares in the capital of the Company

1. To receive the Annual Report and Accounts of the Company for the financial year ended 31 March 2023 together with the Directors' reports and auditor's report on those accounts.
2. To re-elect Sangita Shah as a director of the Company.
3. To re-elect David Guest as a director of the Company.
4. To re-appoint Moore Kingston Smith LLP as auditor of the Company to hold office until the conclusion of the next general meeting at which accounts are laid before the Company.
5. To authorise the Directors to determine the fees payable to the auditor.
6. THAT, in accordance with section 551 of CA 2006, the Directors be generally and unconditionally authorised to allot Equity Securities:
   6.1. up to an aggregate nominal amount of £4,142,517.10 (such amount to be reduced by the nominal amount of any Equity Securities allotted pursuant the authority in paragraph 6.2 below) in connection with a fully pre-emptive offer:
7. 1. to holders of Ordinary Shares in proportion (as nearly as may be practicable) to their respective holdings; and
   2. to holders of other Equity Securities as required by the rights of those securities or as the Directors otherwise consider necessary,

but subject to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to treasury shares, fractional entitlements, record dates, legal or practical problems in or under the laws of any territory or the requirements of any regulatory body or stock exchange; and

6.2. in any other case, up to an aggregate nominal amount of £2,071,258.50 (such amount to be reduced by the nominal amount of any Equity Securities allotted pursuant to the authority in paragraph 6.1 above in excess of £2,071,258.57),

provided that this authority shall, unless renewed, varied or revoked by the Company, expire at the conclusions of the next annual general meeting of the Company (or if earlier, the date which is 15 months from the date of the passing of the resolution) save that the Company may, before such expiry, make offers or agreements which would or might require Equity Securities to be allotted and the Directors may allot Equity Securities in pursuance of such offer or agreement notwithstanding that the authority conferred by this resolution has expired.

This resolution revokes and replaces all unexercised authorities previously granted to the Directors under section 551 of CA 2006, but without prejudice to any allotment of shares or grant of rights already made, offered or agreed to be made pursuant to such authorities.

7. THAT, subject to the passing of resolution 6, the Directors be authorised to allot Equity Securities for cash under the authority conferred by that resolution and/ or to sell Ordinary Shares held by the Company as treasury shares for cash as if section 561 of CA 2006 did not apply to any such allotment or sale, provided that such authority shall be limited to:

7.1. the allotment of Equity Securities in connection with an offer of Equity Securities (but, in the case of the authority granted under paragraph 6.1 by way of a rights issue only):

1. to the holders of Ordinary Shares in proportion (as nearly as may be practicable) to their respective holdings; and
2. to holders of other Equity Securities as required by the rights of those securities or as the Directors otherwise consider necessary,

but subject to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to treasury shares, fractional entitlements, record dates, legal or practical problems in or under the laws of any territory or the requirements of any regulatory body or stock exchange; and

1. the allotment of Equity Securities or sale of treasury shares (otherwise than pursuant to clause 7.1 of this resolution) to any person up to an aggregate nominal amount of £621,377.50); and
2. the allotment of Equity Securities or sale of treasury shares (otherwise than under paragraph 7.1 or paragraph 7.2 above) up to a nominal amount equal to 20% of any allotment of Equity Securities or sale of treasury shares from time to time under paragraph 7.2 above, such authority to be used only for the purposes of making a follow-on offer which the Board of the Company determines to be of a kind contemplated by paragraph 3 of Section 2B of the Statement of Principles on Disapplying Pre-Emption Rights most recently published by the Pre-Emption Group prior to the date of this notice,

such authority to expire at the conclusion of the Company's next annual general meeting after the passing of this resolution or, if earlier, at the close of business on the date which is 15 months from the date of passing the resolution, save that the Company may, before such expiry make offers or agreements which would or might require Equity Securities to be allotted (or treasury shares to be sold) after the authority expires and the Directors may allot Equity Securities (or sell treasury shares) in pursuance of any such offer or agreement as if the authority had not expired.

Kinovo plc Notice of Annual General Meeting 2023

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Notice of Annual General Meeting 2023 continued

8. THAT, subject to the passing of resolution 6, the Directors be authorised in addition to any authority granted under resolution 7, to allot Equity Securities for cash under the authority conferred by resolution 6 and/or to sell Ordinary Shares held by the Company as treasury shares as if section 561 of CA 2006 did not apply to any such allotment or sale, provided that such authority shall be:

1. limited to the allotment of Equity Securities or sale of treasury shares up to an aggregate nominal amount of £621,377.50 such authority to be used only for the purpose of financing (or refinancing, if the authority is to be used within 12 months after the original transaction) a transaction which the Directors determine to be an acquisition or other capital investment of a kind contemplated by the Statement of Principles on Disapplying Pre-Emption Rights most recently published by the Pre-Emption Group prior to the date of this Notice; and
2. limited to the allotment of Equity Securities or sale of treasury shares (otherwise than under paragraph 8.1 above) up to a nominal amount equal to 20% of any allotment of Equity Securities or sale of treasury shares from time to time under paragraph 8.1 above, such authority to be used only for the purposes of making a follow-on offer which the Board of the Company determines to be of a kind contemplated by paragraph 3 of Section 2B of the Statement of Principles on Disapplying Pre-Emption Rights most recently published by the Pre-Emption Group prior to the date of this notice,

such authority to expire at the conclusion of the Company's next annual general meeting (or, if earlier, at the close of business on the date which is 15 months from the date of passing the resolution but, in each case, prior to its expiry the Company may make offers, and enter into agreements, which would, or might, require Equity Securities to be allotted (and treasury shares to be sold) after the authority expires and the Board may allot Equity Securities (and sell treasury shares) under any such offer or agreement as if the authority had not expired.

BY ORDER OF THE BOARD

ONE Advisory Limited

Company Secretary

201 Temple Chambers

3-7 Temple Avenue

London

EC4Y 0DT

4 August 2023

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Notice of Annual General Meeting 2023 continued

EXPLANATORY NOTES TO NOTICE OF ANNUAL GENERAL MEETING:

Entitlement to Attend and Vote at the AGM

1. The Company specifies that only those members registered on the Company's register of members at 6:00 p.m. (London time) on 25 August 2023 or if this annual general meeting is adjourned, at 6:00 p.m. on the day two business days prior to the adjourned meeting shall be entitled to attend and vote at the General Meeting.

Proxy Voting - General

1. If you are a shareholder of the Company at the time set out in Note 1 above, you are entitled to appoint a proxy to exercise all or any of your rights to attend, speak and vote at the meeting. You can only appoint a proxy using the procedures set out in these notes. You can appoint the Chair of the meeting as your proxy or another person of your choice. Your proxy does not need to be a member of the Company but must attend the meeting to represent you.
2. You may appoint more than one proxy provided each proxy is appointed to exercise rights attached to different shares. You may not appoint more than one proxy to exercise rights attached to any one share.
3. In the case of joint holders, where more than one of the joint holders purports to appoint a proxy, only the appointment submitted by the most senior holder will be accepted. Seniority is determined by the order in which the names of the joint holders appear in the Company's register of members in respect of the joint holding (the first-named being the most senior).
4. Appointment of a proxy does not preclude you from attending the AGM and voting in person. If you do vote in person at the meeting, that vote will override any votes previously submitted in respect of those shares.
5. A vote withheld is not a vote in law, which means that the vote will not be counted in the calculation of votes for or against a resolution. If you do not select a voting option, your proxy may vote or abstain from voting at their discretion.

Proxy Voting - Procedures

1. To be valid proxy votes must be received by 12:00 p.m. on 25 August 2023, or if the meeting is adjourned, 48 hours (excluding non-business days) before the adjourned meeting (Proxy Vote Closing Time).
2. The Company's Registrar is Neville Registrars Limited. Their contact details are:
3. • Tel: [phone]. Lines are open from 9:00 a.m. to 5:00 p.m. (London time) Monday to Friday (excluding public holidays in England and Wales).
   • Address: Neville House, Steelpark Road, Halesowen, B62 8HD.
   • Email: [e-mail]
4. You may lodge your proxy vote in one of the following ways:
5. • To vote by post, please follow the instructions in Notes 10 and 11.
   • To vote electronically, please follow the instructions in Note 12.
   • CREST members may vote using the CREST system. Please follow the instructions in Notes 13 to 16.
6. Hard copy proxies must be completed in accordance with the instructions printed on them and returned to the Company's Registrars, Neville Registrars Limited, Neville House, Steelpark Road, Halesowen, B62 8HD (together with any necessary authority documentation) to be received no later than the Proxy Vote Closing Time. The power of attorney or other written authority, if any, under which it is signed or an office or notarially certified copy or a copy certified in accordance with the Powers of Attorney Act 1971 of such power and written authority, must be delivered with the completed Form of Proxy.
7. If you need a replacement hard proxy copy form, you may request this directly from the Company's Registrars. Please see the Registrar's contact details in Note 8.
8. As an alternative to submitting a hard copy Form of Proxy, you may submit your proxy electronically by logging on to www.sharegateway.co.uk. Shareholders should use their Personal Proxy Registration Code (Activity Code) as shown on their Form of Proxy. For an electronic proxy appointment to be valid, your appointment must be received no later than the Proxy Vote Closing Time.
9. CREST members may vote by utilising the CREST electronic proxy appointment service in accordance with the procedures set out below.
10. CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service may do so for the AGM (and any adjournment of the meeting) by using the procedures described in the CREST Manual (available from www.euroclear.com). CREST personal members or other CREST sponsored members, and those CREST members who have appointed a 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.
11. In order for a proxy appointment or instruction made by means of CREST to be valid, the appropriate CREST message (CREST Proxy Instruction) must be properly authenticated in accordance with Euroclear UK & International Limited's specifications and must contain the information required for such instructions, as described in the CREST Manual. The message must be transmitted so as to be received by the issuer's agent Neville Registrars (whose CREST ID is 7RA11) by the Proxy Vote Closing Time. For this purpose, the time of receipt will be taken to mean the time (as determined by the timestamp applied to the message by the CREST application 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.

Kinovo plc Notice of Annual General Meeting 2023

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