Capita plc - Director/PDMR Shareholding

Capita plc

(the “Company”)

Notification and public disclosure of transactions by persons discharging managerial responsibilities and persons closely associated with them

10 March 2023

On 10 March 2023, Capita awarded its 2023 restricted share awards (“2023 RSAs”) as set out below.

In respect of 2023 RSAs granted to executive directors:

• award levels reflect the continued operation of a Total Shareholder Return (TSR) underpin (effectively a binary performance target) for a third year in a row;

• the awards will normally vest after three years from date of grant subject to: (i) continued employment; and (ii) a positive assessment of performance against two underpins (as detailed below); and

• once vested, shares may not normally be sold until at least six years from the grant date (other than to pay relevant taxes).

In respect of the underpins for the 2023 RSAs granted to executive directors:

• Underpin 1: Capita’s total shareholder return (“TSR”) over the three years ending 31 December 2025 must be positive for any RSAs granted to executive directors to vest; and

• Underpin 2: the Remuneration Committee (the “Committee”) must be satisfied with the underlying performance of Capita and that there have been no environmental, social or governance issues resulting in material reputational damage. If this is not deemed to be met, the Committee will consider a reduction of the final vesting level of the RSAs (including to nil).

In addition, the Committee will consider values at vesting to ensure they are reflective of Capita’s performance over the vesting period.

The information set out below is provided in accordance with the requirements of Article 19(3) of the EU Market Abuse Regulation No 596/2014

1 Details of the person discharging managerial responsibilities / person closely associated
a) Name	1. Jonathan Lewis 2. Tim Weller 3. Al Murray 4. Corinne Ripoche 5. Kathy Quashie 6. Claire Denton 7. Scott Hill 8. Manpreet Singh
2 Reason for the notification
a) Position/status	1. Chief Executive Officer (Director) 2. Chief Financial Officer (Director) 3. CEO, Capita Public Service 4. CEO, Capita Experience 5. Chief Growth Officer 6. Chief General Counsel & Company Secretary 7. Chief People Officer 8. Chief Technology Officer
b) Initial notification /Amendment	Initial notification
3 Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a) Name	Capita plc
b) LEI	CMIGEWPLHL4M7ZV0IZ88
4 Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a) Description of the financial instrument, type of instrument	Ordinary shares of 2 1/15p each
Identification code	GB00B23K0M20
b) Nature of the transaction	In the case of the PDMR noted at 1 to 7 above grant of nil cost options over Capita ordinary shares under the Capita plc Executive Plan 2021. In the case of the PDMR noted at 8 above, grant of a nil cost option over notional Capita ordinary shares under the Capita plc Executive Plan 2021.
c) Price(s) and volume(s)	1. Jonathan Lewis, Chief Executive Officer
	Price(s)	Volume(s)
	£nil	2,744,886
	2. Tim Weller, Chief Financial Officer
	£nil	1,333,300
	3. Al Murray, CEO, Capita Public Service
	£nil	727,810
	4. Corinne Ripoche, CEO, Capita Experience
	£nil	825,667
	5. Kathy Quashie, Chief Growth Officer
	£nil	727,810
	6. Claire Denton, Chief General Counsel & Company Secretary
	£nil	675,824
	7. Scott Hill, Chief People Officer
	£nil	458,704
	8. Manpreet Singh, Chief Technology Officer
	£nil	386,855
d) Aggregated information -Aggregated volume -Price	Price(s)	Volume(s)
	£nil	7,880,856
e) Date of transaction	10 March 2023
f) Place of transaction	Outside of a trading venue