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At Kindred Group plc's ("Kindred" or the "Company") extraordinary general meeting held on 16 February 2024 (the "EGM") 42.16 percent in nominal value of the total shares/Swedish depository receipts ("SDRs") in issue were represented at the meeting and 99.97 percent of the shares/SDRs represented (42.14 percent of the total shares/SDRs in issue) voted in favor of the Board of Directors' proposal to amend the Company's current Memorandum and Articles of Association to, inter alia, include squeeze-out rights for an offeror. In accordance with Article 135 of the Companies Act (Cap. 386 of the Laws of Malta) the adoption of the resolution required approval by not less than 75 percent of the nominal value of the shares/SDRs represented and entitled to vote at the EGM and at least 51 percent of the nominal value of the total shares/SDRs in issue and entitled to vote at the meeting. As these requirements were not met, the Board of Directors is to convene a second extraordinary general meeting (the "Second EGM") within 30 days to take a fresh vote on the proposal to amend the Company's current Memorandum and Articles of Association in accordance with the rules set out in Article 135(1)(b) of the Companies Act (Cap. 386 of the Laws of Malta).
The Board of Directors' proposal to amend the Company's current Memorandum and Articles of Association will be adopted at the Second EGM if 75 percent or more of the shares/SDRs represented and entitled to vote at the Second EGM vote in favor of the proposal. Should more than 50 percent of the nominal value of the total issued shares/SDRs having the right to vote at the Second EGM be represented at the meeting, a simple majority in nominal value of such shares/SDRs so represented shall suffice for the adoption of the resolution.
Board of Directors
Kindred Group plc