Share buyback programme

THE INFORMATION WITHIN THIS ANNOUNCEMENT IS DEEMED BY THE COMPANY TO CONTAIN INSIDE INFORMATION AS STIPULATED UNDER THE MARKET ABUSE REGULATION (EU) NO 596/2014 AS IT FORMS PART OF UK DOMESTIC LAW PURSUANT TO THE EUROPEAN UNION (WITHDRAWAL) ACT 2018, AS AMENDED. ‎UPON THE PUBLICATION OF THIS ANNOUNCEMENT VIA REGULATORY INFORMATION SERVICE, THIS INFORMATION IS ‎CONSIDERED TO BE IN THE PUBLIC DOMAIN.

Kainos Group plc

("Kainos" or the "Company")

Share buyback programme

Kainos Group plc, a UK-headquartered IT provider with expertise across three divisions - Digital Services, Workday Services and Workday Products, announces that, from today, it has appointed Investec Bank plc ("Investec") to manage a non-discretionary share buyback programme to purchase ordinary shares of £0.005 each in the capital of the Company ("Shares") within certain pre-set parameters, for up to a maximum amount of £30 million (excluding expenses) (the "Programme").

The Company has authorised the Programme to continue until the earlier of: (i) the date on which the maximum aggregate consideration payable by the Company has been reached and (ii) 11 May 2025.

The sole purpose of the Programme is to reduce the Company's share capital, and any Shares purchased for this purpose will be cancelled.

Rationale for Buyback Programme

As detailed in our half year results published this morning, Kainos has a strong unlevered balance sheet and continues to generate significant operating cash flow, with a net cash and treasury deposit balance of £151.6 million as of 30 September 2024.

The Programme is consistent with the Company's capital allocation policy, to enhance the growth of the business, both organically and through acquisition, and to reward shareholders through growth in earnings alongside our progressive dividend policy, while retaining a robust capital base. Where there is surplus cash over and above that needed to fund organic and inorganic growth, the Board will consider additional one-off returns of capital to shareholders.

In the context of the strong balance sheet position, the Board believes a share buyback to be an attractive use of capital to drive shareholder value alongside the significant ongoing organic investment.

The Board will continue to keep the capital allocation policy and further distributions to shareholders under review, with consideration of future buybacks and other potential uses of capital that may drive value for shareholders over the medium term.

The Programme will be conducted by the Company in accordance with and under the terms of the general authority granted to the Board by the Company's shareholders at the Company's annual general meeting on 24 September 2024 (the "General Authority") and, in line with the General Authority, will not exceed 12,584,171 Shares.

The Programme will be executed in accordance with Chapter 9 of the UK Listing Rules and the terms of the General Authority. The Programme will also be conducted within the parameters of the UK version of the Market Abuse Regulation (Regulation (EU) No 596/2014) as incorporated into UK domestic law by virtue of the European Union (Withdrawal) Act 2018. Investec will act as principal for the simultaneous on-sale of such shares to the Company and will make its trading decisions concerning the timing of the purchases of the Shares independently of the Company. Any purchase of Shares made in relation to the Programme will be carried out on the London Stock Exchange.

The Company will make further announcements following the completion of any purchases. There is no guarantee that the Programme will be implemented in full or that any Shares will be purchased by the Company.