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Capita plc - Announcement of AGM Results

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10 May 2022

Capita plc

Announcement of AGM Results

At the Annual General Meeting of Capita plc held on 10 May 2022 at One Silk Street, London EC2V 7NQ, all the resolutions set out in the Notice of Meeting were approved by the shareholders which were voted by way of a poll. The Board would like to thank all shareholders who participated in the AGM. The results of the poll for each resolution are provided in the table below.

Resolution 11: Re-election of Lyndsay Browne as a Director

The Board notes, and is disappointed, that Resolution 11 received less than 80% of the votes cast in favour.

The Board is proud to have been the first FTSE250 Company since the late 1980s to have appointed Employee Directors. Lyndsay has been an Employee Director since July 2019, and the Board has valued her contribution. Lyndsay is a member of the Remuneration Committee and as an Employee Director is not considered independent. However, the Board continues to believe in the importance of bringing the contributions of its Employee Directors into Committee meetings and considers that the value of the employee perspective brought by Lyndsay is of considerable value to this Committee.

However, the Board notes the concerns of certain shareholders that Lyndsay as a non-independent director is a member of the Remuneration Committee. The Board will consult with shareholders on this matter to further understand and address their concerns.

A further statement detailing the outcome of the Company’s discussion with its shareholders, including any actions taken as a result, will be published by the Company by no later than 10 November 2022 in accordance with the UK Corporate Governance Code 2018.

Resolution 2: 2021 Directors’ Remuneration Report

Resolution 2 to approve the Directors’ Remuneration Report for the year ended 31 December 2021 was approved by c.98% of votes cast.

However, following discussions between the Chair of the Remuneration Committee and a number of Capita’s major shareholders, the Board confirms that it is the Company’s intention to repay the furlough related income of c.£5m received in 2021 under the Coronavirus Job Retention Scheme. The repayment will be made at the end of the Company’s publicly stated disposal programme and no later than the end of H1 2023.

RESOLUTION

VOTES
FOR

%

VOTES
AGAINST

%

VOTES
TOTAL

% OF
ISC VOTED

VOTES
WITHHELD

1

To approve the Report & Accounts for the year ended 31 December 2021

1,174,139,956

99.98

225,565

0.02

1,174,365,521

69.73%

1,670,882

2

To approve the Directors’ Remuneration Report

1,148,723,621

98.01

23,356,565

1.99

1,172,080,186

69.59%

3,956,217

3

To re-elect Jonathan Lewis as a Director

1,140,623,934

97.09

34,233,861

2.91

1,174,857,795

69.75%

1,178,613

4

To elect Tim Weller as a Director

1,100,753,777

93.64

74,709,377

6.36

1,175,463,154

69.79%

573,249

5

To re-elect David Lowden as a Director

1,165,589,473

99.21

9,315,979

0.79

1,174,905,452

69.76%

1,130,951

6

To re-elect Matthew Lester as a Director.

1,174,991,853

99.96

476,704

0.04

1,175,468,557

69.79%

567,846

7

To re-elect Georgina Harvey as a Director

1,169,215,689

99.47

6,255,348

0.53

1,175,471,037

69.79%

565,371

8

To re-elect John Cresswell as a Director

1,174,369,496

99.91

1,107,783

0.09

1,175,477,279

69.79%

559,124

9

To elect Nneka Abulokwe as a Director

1,141,920,592

97.14

33,566,157

2.86

1,175,486,749

69.79%

549,659

10

To re-elect Neelam Dhawan as a Director

1,172,771,385

99.79

2,455,663

0.21

1,175,227,048

69.78%

809,355

11

To re-elect Lyndsay Browne as a Director

889,140,039

75.64

286,315,530

24.36

1,175,455,569

69.79%

580,834

12

To re-elect Joseph Murphy as a Director

1,153,839,991

98.16

21,626,448

1.84

1,175,466,439

69.79%

569,964

13

To re-appoint KPMG as Auditor of the Company

1,153,818,670

98.16

21,634,550

1.84

1,175,453,220

69.79%

583,188

14

To authorise the Audit & Risk Committee to fix the Auditor’s remuneration.

1,064,239,707

90.57

110,863,994

9.43

1,175,103,701

69.77%

932,702

15

To authorise the Directors to allot shares

1,169,583,776

99.50

5,870,081

0.50

1,175,453,857

69.79%

582,546

16

To authorise the Company to dis-apply statutory pre-emption rights

1,141,807,298

97.14

33,657,075

2.86

1,175,464,373

69.79%

572,030

17

To approve the calling of a general meeting other than an annual general meeting on not less than 14 clear days’ notice.

1,170,518,868

99.58

4,947,459

0.42

1,175,466,327

69.79%

570,076

18

To authorise market purchase of shares

1,175,016,279

99.97

410,660

0.03

1,175,426,939

69.79%

609,464

Please note a ‘vote withheld’ is not a vote under English law and is therefore not included in the calculation of votes ‘for’ and ‘against’ a resolution.

Capita plc further announces that, in accordance with the provisions of paragraph 9.6.2 of the Listing Rules, copies of resolutions other than those concerning ordinary business passed at the Annual General Meeting, have been submitted to the National Storage Mechanism, and can be viewed at https://data.fca.org.uk/#/nsm/nationalstoragemechanism

Enquiries: Claire Denton, Chief General Counsel and Company Secretary, Telephone number: +44 (0) 20 7799 1525

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