FAQs

Sharesave

Invitation

If you are a UK tax resident and an employee of a company in the Kainos Group as at the Invitation Date, you can join the Sharesave Scheme.

This is your savings scheme and you can decide to stop saving at any time during the savings period and withdraw your savings. However, if you take your savings before the end of the three year savings period you’ll lose the chance to buy shares at the discounted Option Price.

No. Once the invitation period closes, you cannot change the amount you save.

You can suspend up to twelve contributions, and each monthly contribution missed will result in the maturity of your savings contract being postponed by one month. The most you can miss is the equivalent of twelve monthly payments these can be separate periods of one or more months or a single twelve month period.

If you go on maternity/parental leave or other long term absence, you can make arrangements to continue contributing by standing order by calling the EQ Helpline on +44 (0) 371 384 2040. Lines are open 8.30am to 5.30pm (UK time) Monday to Friday, excluding public holidays in England & Wales.

You can also email MySharePlan@Equiniti.com and they will answer any queries you may have.

Shares can go down in value as well as up. With the Sharesave you have a safety net, because if the share price of Kainos Group plc shares at the end of the savings contract is less than the discounted Option Price, you can take your savings as cash instead of buying shares. You will also receive any applicable bonus payment.

The end of your savings period is called ‘maturity’. At maturity you can either take your money in cash or buy shares. More information will be sent to you by EQ when your savings reach maturity. You will also receive any applicable bonus payment at maturity.

If you leave, you’ll get all your savings back. However, you’ll no longer be eligible to buy shares in Kainos Group plc at the discounted Option Price.

If you leave at any time during your savings period, because you’re made redundant, injured, disabled or if you retire, you may be able to use your savings to buy a reduced number of shares in Kainos Group plc within six months of leaving if you wish.

Your savings, which are held with Lloyds Bank plc, are your own and are covered by the Financial Services Compensation Scheme (FSCS). The FSCS can pay compensation to depositors if a bank is unable to meet its financial obligations. In respect of deposits, an eligible depositor is entitled to claim up to £85,000. For further information about the scheme refer to the FSCS website www.fscs.org.uk or call the FSCS on telephone number 020 7741 4100 or 0800 678 1100.

Alternatively, log onto www.lloydsbank.com for further information about the compensation scheme.

Capital Gains Tax (CGT) may apply if you sell your shares and the gain is more than the CGT limit. The gain per share is the difference between the Option Price and the price at which the shares are sold. If you have any queries relating to CGT, you should take independent financial advice.

Share prices can go down in value as well as up, but with Sharesave you can’t lose out. If the share price has gone down by more than 20% at the end of the savings period, you can have your savings returned to you. Don’t forget this is essentially a savings contract. You don’t need to make a decision until the end of the savings period.

You can log into the Share Portal or the EQ app to view your savings at any time, or call the EQ Helpline on +44 (0) 371 384 2040. Please note there will be a period of time between your contribution being taken from your salary and it being visible on the Portal. EQ will also send you an annual statement showing you how much money you have saved. You should check your payslip each month to ensure payroll are deducting the payments.

Details of the number of options you have been awarded will be on your Option Certificate, which will be sent to you after the award has been made.

If your Sharesave contract hasn’t reached maturity your personal representative(s) will be able to buy a reduced number of shares within 12 months of your death or close your account and take back your savings, plus any applicable bonus or interest. They won’t be able to add further contributions to your account.

If you die within the 6 months immediately following your contract maturity, and have not yet exercised your Option, then your personal representative(s) will be able to buy all the shares within 12 months of the Maturity Date.

Maturity

If you’ve missed any payments during the savings period (up to a maximum of 12) your Maturity Date will be deferred by one month for every payment that you’ve missed and you’ll continue to have deductions taken from your pay until you’ve completed the three year savings contract.

In these circumstances you’ll have six months from the deferred Maturity Date, in which to exercise your Option and buy your shares. Any instructions received in respect of a deferred maturity will be processed at the first available opportunity following your deferred Maturity Date.

If you’re no longer an employee of Kainos Group plc or leave after the Maturity Date but before you’ve exercised your Option to buy shares, you might not be able to buy your shares. This will depend on your reason for leaving and the date on which you left.

If you’re in any doubt about whether you can exercise your Option to buy any shares please contact Equiniti Limited. If you’re able to buy shares, you must do so within six months of leaving Kainos or within six months of the Maturity Date, whichever event comes first.

Under current legislation there’s no income tax and National Insurance Contributions to pay as a result of exercising your Option to buy shares or taking your savings. You may however have to pay Capital Gains Tax (CGT) if you sell your shares at a profit (this is the difference between the cost of buying your shares and the price you sell them for minus any sale expenses).

If you have any queries relating to CGT, you should take independent financial advice.

The bonus payment is the interest paid on your savings.

Bonus rates are shown as a multiplier of the monthly savings amount. For example, a multiplier of 1:1 would mean that if you were saving £100 a month, over a three year period, you would receive a bonus payment of £110 at the end of the term.

Monthly savings (£) Savings at the end of the term (£) Bonus after 3 years (£) Total after 3 years (£)
50 1,800.00 55.00 1,855.00
100 3,600.00 110.00 3,710.00
150 5,400.00 165.00 5,565.00

The bonus rate is linked to the Bank of England interest rate and set by HMRC on a monthly basis.

The bonus rate is set at the start of the savings contract and isn’t changed later.

The bonus payment is paid in cash by the savings carrier at the end of the savings period.

No. The bonus payment is a tax-free payment.

If you withdraw your savings before the completion of the Sharesave contract, you lose the option to buy shares. If repayment is made during the first year, all your savings will be repaid without interest. After the 12 monthly payments have been made, you receive interest on your savings. The level of interest on early withdrawals is fixed at the start of the contract.

Share Incentive Plan (SIP)

Gifted shares

A SIP is an all employee tax-advantaged share plan, recognised by Her Majesty’s Revenue and Customs (HMRC). The SIP provides the Company with a way to award shares (known as ‘Gifted Shares’) to its employees at no cost to employees.

Gifted Shares are ordinary shares in Kainos Group plc, as listed on the London Stock Exchange. These are referred to as Free Shares in the terms and conditions attached to the shares once they are held in the SIP.

All employees who are employed by a UK registered Kainos Group Company on 12 August 2024 and are still employed by a UK registered Kainos Group Company on the award date (12 November 2024) are eligible to receive and qualify for the proposed amount of Gifted Shares.

This invitation is not a grant of Gifted Shares. The award of Gifted Shares is conditional on Kainos complying with the SIP rules, HMRC and stock exchange regulations. Provided all conditions are met, you will receive an email confirming the number of shares awarded to you and instructions on how to register for the Portal where you can view your shares online.

No, you’ll receive the Gifted Shares automatically on the award date unless you return the online opt out form before 5.00pm (UK time) 5 November 2024 confirming you do not wish to receive Gifted Shares. If you do nothing, you’ll automatically be deemed to have accepted the Gifted Shares.

The cost of these Gifted Shares is covered by Kainos Group plc and they’ll be held in a trust until you choose to withdraw them.

The only costs you’ll need to pay are when you come to withdraw them from the SIP. This may include income tax and NICs if you withdraw them before they have been held in the SIP for five years. A share dealing commission is payable on the sale of shares from the Trust and an administration fee may be payable if you withdraw your shares and request a share certificate. These charges are subject to change and will be confirmed when you request to withdraw shares.

The award of Gifted Shares is subject to the terms and conditions of the Gifted Share Agreement. If, having read all the information, you don’t want to receive the award you must complete and return the online Opt Out Form the opt out by 5.00pm (UK time) on 5 November 2024.

Yes. If a dividend is declared, you’ll receive a dividend payment at the same time it is paid to other shareholders of the Company. The amount of dividend payable on shares you hold in the SIP will be credited to the bank account the Trustee holds on record for you. If the Trustee doesn’t have a record of your bank account details your dividend payments will be forwarded by cheque through the post

Currently, the first £500 of dividends you receive in the 2024/2025 tax year (excluding those received by Pension funds and shares held in an ISA) are exempt from taxation. This is known as the ‘Dividend Allowance’. You’ll be liable for tax on any dividend income over the Dividend Allowance and will need to declare this through a self-assessment tax return.

Kainos will inform EQ if you update your bank details on Workday, so there is no need to remember to advise EQ.

Whilst you remain employed by Kainos, you can’t withdraw your Gifted Shares from the SIP within three years of the award date. This is known as the ‘holding period’. After the holding period ends you’re free to withdraw the shares whenever you want but you’ll have to pay some income tax and NICs on their value if you withdraw them within five years of the award date. Once you’ve held them for five years or more from the award date there will be no income tax or NICs to pay on withdrawal.

You can leave your Gifted Shares in the SIP Trust for as long as you remain employed by Kainos. You don’t have to withdraw them when the holding period expires; the choice is yours. If you leave Kainos however, your Gifted Shares must be withdrawn from the SIP at the earliest opportunity. If you leave Kainos, you’ll receive information on your choices once the administrator has updated your leaver details.

This will depend on your reason for leaving and how long you’ve held the Gifted Shares on the date you leave the Company

If you leave due to retirement, ill health or redundancy:
Your Gifted Shares will be transferred to you and you will not be required to pay income tax or National Insurance contributions on the value of your shares.

If you take maternity or paternity leave:
Your Gifted Shares will remain in the SIP and your choices under the plan are unaffected.

If you leave due to resignation or dismissal:
If you resign or are dismissed before the third anniversary of the Gifted Share award you will lose your shares.

If you leave between the third and fifth anniversary you will be required to pay income tax and National insurance contributions on the value of your shares.

EQ will write to you shortly after leaving to notify you of your options. If you do not respond within 30 days, all your SIP shares will be sold and the sale proceeds subject to tax will be sent to Kainos Payroll in order to deduct sufficient funds to cover any income tax and National Insurance contributions due. Payroll will then release the remaining funds via your pay.

Any non-taxable sale proceeds will be sent to you directly by EQ.

Special rules apply if there is a general offer or reconstruction of the Company. These are set out in the Trust Deed and Rules of the Plan and will be communicated to you if such an event occurs.

There will be no income tax or NICs to pay when the shares are awarded to you.

If you withdraw shares after three years but less than five years following the award date you’ll have income tax and National Insurance Contributions. If you’ve held the shares for five years or more from the award date, there will be no income tax or National Insurance Contributions to pay on withdrawal, regardless of circumstances.

You won’t have to pay Capital Gains Tax (CGT) on any increase in value of your Gifted Shares whilst they remain within the SIP Trust and if you sell your shares directly from the Trust, whilst still employed, you won’t pay any CGT when you sell them either. You may however have CGT to pay if you sell your Gifted Shares on leaving the Company or if you withdraw them from the SIP, hold them for a while and then sell them at a later date.

You can find further information about CGT on the HMRC website - https://www.gov.uk/capital-gains-tax/overview

Like any investment there are risks associated with holding shares as their value could fall as well as rise and therefore the shares may be worth less when they are withdrawn from the SIP than when they were awarded. The Gifted Shares are being awarded free of charge (paid for by the Company) so you won’t lose any money.