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Capita plc - Shareholder approval for sale of 51% interest in Axelos

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Capita plc

(“Capita” or the “Company”)

Shareholder approval for the sale of Capita’s 51% interest in AXELOS Limited

Capita is pleased to announce that the resolution proposed at the general meeting of the Company held at 10:30 a.m. on 15 July 2021 (the “General Meeting”), seeking approval for the proposed sale of its 51% interest in AXELOS Limited to PeopleCert International Limited (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 Voted

Votes Withheld

THAT the Disposal be approved

1,244,878,060

99.99

113,269

0.01

1,244,991,329

73.92%

479,607

We have now satisfied all the Capita conditions precedent and are awaiting anti-trust clearance in Cyprus before completion.

The full text of the resolution is set out in the notice of General Meeting forming part of the circular to shareholders dated 28 June 2021.

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 (excluding treasury shares) as at 6:00 p.m. on 13 July 2021, being the voting record time, was 1,684,273,523 ordinary shares. The Company holds no shares in treasury and 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.

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

Capita is a consulting, transformation and digital services business. Every day our 55,000 colleagues help millions of people, by delivering innovative solutions to transform and simplify the connections between businesses and customers, governments and citizens. We partner with 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 in the UK, Europe, India and South Africa – and across six divisions: Customer Management; Government Services; People Solutions; Software; Specialist Services; and Technology Solutions. Capita is quoted on the London Stock Exchange (CPI.L). Further information can be found at: http://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.

If you are in any doubt as to what action you should take in relation to this announcement, 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.

Goldman Sachs International, 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 Goldman Sachs International, or for providing advice in relation to the Disposal or any other matter referred to in this announcement.

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