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Capita plc - Shareholder approval for proposed sale of Pay360

Capita plc

(“Capita” or the “Company”)

Capita gains shareholder approval for the proposed sale of its Pay360 business

Capita is pleased to announce that the resolution proposed at the general meeting of the Company held at 10:30 a.m. on 1 November 2022 (the “General Meeting”), seeking approval for the proposed sale of Pay360 Limited to Access PaySuite Ltd, a division of The Access Group (the “Disposal”), was duly passed by shareholders. Full details of the poll result are set out below.

Resolution

Votes For

%

Votes Against

%

Votes Total

% of ISC Votes

Votes Withheld

THAT the Disposal be approved

1,197,902,319

99.99%

102,973

0.01

1,198,005,292

71.12

235,998


The full text of the resolution is set out in the notice of General Meeting forming part of the circular to shareholders dated 11 October 2022.

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’ the resolution.

The total number of issued ordinary shares in the Company as at 6.00 p.m. on 28 October 2022, being the voting record time, was 1,684,273,523 ordinary shares. The Company currently holds no ordinary shares in Treasury. Therefore, the total number of votes exercisable as at the voting record time was 1,684,273,523.

A copy of the resolution passed at the General Meeting will be submitted to the National Storage Mechanism and will shortly be available for inspection at: https://data.fca.org.uk/#/nsm/nationalstoragemechanism.

Barclays Bank PLC, acting through its Investment Bank (“Barclays”) is acting as sole financial adviser and sponsor to Capita on the Disposal.

For more information please contact:

Capita investor enquiries

Stuart Morgan

Director of Investor Relations

Tel: 07989 665484

Email: IRteam@capita.co.uk

Capita media enquiries

Capita external communications

Tel: 0207 654 2399

Email: media@capita.co.uk

LEI no. CMIGEWPLHL4M7ZV0IZ88

Barclays (Financial Adviser and Sponsor to Capita)

Omar Faruqui

Osman Akkaya

Tel: 0207 623 2323

About Capita

Capita is a consulting, transformation and digital services business. Every day our 52,000 colleagues help millions of people, by delivering innovative solutions to transform and simplify the connections between government and citizens, businesses and customers. We partner with our clients and provide the insight and cutting-edge technologies that give time back, allowing them to focus on what they do best and making people’s lives easier and simpler. We operate across three divisions – Capita Public Service, Capita Experience and Capita Portfolio – in the UK, Europe, India and South Africa. Capita is quoted on the London Stock Exchange (CPI.L). Further information can be found at: www.capita.com.

Important Notices

This announcement is an announcement and not a circular or prospectus or equivalent document and prospective investors should not make any investment decision on the basis of its contents. Nothing in this announcement constitutes an offer of securities for sale in any jurisdiction. Shareholders are advised to carefully read the Circular. Any response to the Disposal should be made only on the basis of the information in the Circular.

If you are in any doubt as to what action you should take in relation to this announcement or the Circular, you are recommended to seek your own personal financial advice immediately from your stockbroker, bank manager, solicitor, accountant or other independent financial adviser authorised under the Financial Services and Markets Act 2000, or from another appropriately authorised independent financial adviser.

This announcement is not for release, publication or distribution, in whole or in part, in, into or from any jurisdiction where to do so would constitute a violation of the relevant laws of that jurisdiction. Persons into whose possession this announcement comes should inform themselves about, and observe, such restrictions. Any failure to comply with the restrictions may constitute a violation of the securities laws of any such jurisdiction.

Barclays, which is authorised by the Prudential Regulation Authority (“PRA”) and regulated in the United Kingdom by the Financial Conduct Authority and the PRA, is acting exclusively for Capita and no one else in connection with the Disposal and will not be responsible to anyone other than Capita for providing the protections afforded to clients of Barclays nor for providing advice in relation to the Disposal or any other matter referred to in this announcement.

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