Capita: Result of AGM

CapitaAnnouncement

Tue 08:00

19 May 2026
Capita plc (‘Capita’ or ‘the Company’)

Announcement of Annual General Meeting Results
 
The Company announces that, at the Annual General Meeting of Capita plc held
at 10.30 a.m. on 18 May 2026 at The Storey Club, 4 Kingdom Street, Paddington,
London W2 6BD (the ‘AGM’), all the resolutions set out in the Notice of
General Meeting published by the Company on 31 March 2026 (the ‘Notice), were
duly passed without amendment on a poll by the requisite majority of
shareholders of the Company.

The Board would like to thank all shareholders who participated in the AGM.

 The full text of the Resolutions is set out in the Notice.
 

+------------+--------+-------+-------+-------+------+-------+-------+-------+
|            |        | VOTES |  %**  | VOTES | %**  | VOTES | % OF  | VOTES |
|            | RESOLUTION | FOR*  |       |       |      | TOTAL |  ISC  |       |
|            |        |       |       | AGAINST |      |       | VOTED** | WITHHELD*** |
+------------+--------+-------+-------+-------+------+-------+-------+-------+
|            |        |       |       |       |      |       |       |       |
|            | ORDINARY |       |       |       |      |       |       |       |
|            | RESOLUTIONS: |       |       |       |      |       |       |       |
+------------+--------+-------+-------+-------+------+-------+-------+-------+
|     1      | To     |       | 99.74 |       | 0.26 |       | 58.09 |       |
|            | approve | 70,001,842 |       | 184,838 |      | 70,186,680 |       | 179,811 |
|            | the    |       |       |       |      |       |       |       |
|            | Report |       |       |       |      |       |       |       |
|            | &      |       |       |       |      |       |       |       |
|            | Accounts |       |       |       |      |       |       |       |
|            | for    |       |       |       |      |       |       |       |
|            | the    |       |       |       |      |       |       |       |
|            | year   |       |       |       |      |       |       |       |
|            | ended  |       |       |       |      |       |       |       |
|            | 31     |       |       |       |      |       |       |       |
|            | December |       |       |       |      |       |       |       |
|            | 2025.  |       |       |       |      |       |       |       |
+------------+--------+-------+-------+-------+------+-------+-------+-------+
|     2      | To     |       | 99.48 |       | 0.52 |       | 58.09 |       |
|            | approve | 69,819,341 |       | 367,665 |      | 70,187,006 |       | 179,485 |
|            | the    |       |       |       |      |       |       |       |
|            | Directors’ |       |       |       |      |       |       |       |
|            | Remuneration |       |       |       |      |       |       |       |
|            | Report. |       |       |       |      |       |       |       |
+------------+--------+-------+-------+-------+------+-------+-------+-------+
|     3      | To     |       | 96.71 |       | 3.29 |       | 58.10 |       |
|            | re-elect | 67,890,112 |       | 2,310,221 |      | 70,200,333 |       | 166,158 |
|            | David  |       |       |       |      |       |       |       |
|            | Lowden |       |       |       |      |       |       |       |
|            | as a   |       |       |       |      |       |       |       |
|            | Director. |       |       |       |      |       |       |       |
+------------+--------+-------+-------+-------+------+-------+-------+-------+
|     4      | To     |       | 99.74 |       | 0.26 |       | 58.20 |       |
|            | re-elect | 70,139,104 |       | 182,534 |      | 70,321,638 |       | 44,853 |
|            | Adolfo |       |       |       |      |       |       |       |
|            | Hernandez |       |       |       |      |       |       |       |
|            | as a   |       |       |       |      |       |       |       |
|            | Director. |       |       |       |      |       |       |       |
+------------+--------+-------+-------+-------+------+-------+-------+-------+
|     5      | To     |       | 99.94 |       | 0.06 |       | 58.18 |       |
|            | re-elect | 70,254,536 |       | 44,232 |      | 70,298,768 |       | 67,723 |
|            | Pablo  |       |       |       |      |       |       |       |
|            | Andres |       |       |       |      |       |       |       |
|            | as a   |       |       |       |      |       |       |       |
|            | Director. |       |       |       |      |       |       |       |
+------------+--------+-------+-------+-------+------+-------+-------+-------+
|     6      | To     |       | 99.85 |       | 0.15 |       | 58.10 |       |
|            | re-elect | 70,092,092 |       | 107,816 |      | 70,199,908 |       | 166,292 |
|            | Georgina |       |       |       |      |       |       |       |
|            | Harvey |       |       |       |      |       |       |       |
|            | as a   |       |       |       |      |       |       |       |
|            | Director. |       |       |       |      |       |       |       |
+------------+--------+-------+-------+-------+------+-------+-------+-------+
|     7      | To     |       |       |       |      |       |       |       |
|            | re‐elect |       |       |       |      |       |       |       |
|            | Nneka  |       |       |       |      |       |       |       |
|            | Abulokwe |       |       |       |      |       |       |       |
|            | as a   |       |       |       |      |       |       |       |
|            | Director |       |       |       |      |       |       |       |
|            | (withdrawn). |       |       |       |      |       |       |       |
|            | (See   |       |       |       |      |       |       |       |
|            | note 1 |       |       |       |      |       |       |       |
|            | below) |       |       |       |      |       |       |       |
|            |        |       |       |       |      |       |       |       |
+------------+--------+-------+-------+-------+------+-------+-------+-------+
|     8      | To     |       | 99.89 |       | 0.11 |       | 58.11 |       |
|            | re-elect | 70,138,830 |       | 75,064 |      | 70,213,894 |       | 152,597 |
|            | Neelam |       |       |       |      |       |       |       |
|            | Dhawan |       |       |       |      |       |       |       |
|            | as a   |       |       |       |      |       |       |       |
|            | Director. |       |       |       |      |       |       |       |
+------------+--------+-------+-------+-------+------+-------+-------+-------+
|     9      | To     |       | 95.68 |       | 4.32 |       | 58.10 |       |
|            | re-elect | 67,167,987 |       | 3,032,051 |      | 70,200,038 |       | 166,453 |
|            | Jack   |       |       |       |      |       |       |       |
|            | Clarke |       |       |       |      |       |       |       |
|            | as a   |       |       |       |      |       |       |       |
|            | Director. |       |       |       |      |       |       |       |
+------------+--------+-------+-------+-------+------+-------+-------+-------+
|     10     | To     |       | 99.31 |       | 0.69 |       | 58.19 |       |
|            | re-appoint | 69,823,283 |       | 483,639 |      | 70,306,922 |       | 59,569 |
|            | KPMG   |       |       |       |      |       |       |       |
|            | LLP as |       |       |       |      |       |       |       |
|            | Auditor |       |       |       |      |       |       |       |
|            | of the |       |       |       |      |       |       |       |
|            | Company. |       |       |       |      |       |       |       |
+------------+--------+-------+-------+-------+------+-------+-------+-------+
|     11     | To     |       | 99.90 |       | 0.10 |       | 58.20 |       |
|            | authorise | 70,250,113 |       | 69,960 |      | 70,320,073 |       | 46,418 |
|            | the    |       |       |       |      |       |       |       |
|            | Audit  |       |       |       |      |       |       |       |
|            | and    |       |       |       |      |       |       |       |
|            | Risk   |       |       |       |      |       |       |       |
|            | Committee |       |       |       |      |       |       |       |
|            | to     |       |       |       |      |       |       |       |
|            | determine |       |       |       |      |       |       |       |
|            | the    |       |       |       |      |       |       |       |
|            | Auditor’s |       |       |       |      |       |       |       |
|            | remuneration. |       |       |       |      |       |       |       |
|            |        |       |       |       |      |       |       |       |
+------------+--------+-------+-------+-------+------+-------+-------+-------+
|     12     | To     |       | 99.73 |       | 0.27 |       | 58.19 |       |
|            | authorise | 70,119,754 |       | 192,497 |      | 70,312,251 |       | 54,240 |
|            | the    |       |       |       |      |       |       |       |
|            | Directors |       |       |       |      |       |       |       |
|            | to     |       |       |       |      |       |       |       |
|            | allot  |       |       |       |      |       |       |       |
|            | shares. |       |       |       |      |       |       |       |
+------------+--------+-------+-------+-------+------+-------+-------+-------+
| SPECIAL    |        |       |       |       |      |       |       |       |
| RESOLUTIONS† |        |       |       |       |      |       |       |       |
+------------+--------+-------+-------+-------+------+-------+-------+-------+
|     13     | To     |       | 99.11 |       | 0.89 |       | 58.12 |       |
|            | authorise | 69,600,713 |       | 625,732 |      | 70,226,445 |       | 56,171 |
|            | the    |       |       |       |      |       |       |       |
|            | Company |       |       |       |      |       |       |       |
|            | to     |       |       |       |      |       |       |       |
|            | dis-apply |       |       |       |      |       |       |       |
|            | statutory |       |       |       |      |       |       |       |
|            | pre-emption |       |       |       |      |       |       |       |
|            | rights. |       |       |       |      |       |       |       |
+------------+--------+-------+-------+-------+------+-------+-------+-------+
|     14     | To     |       | 99.87 |       | 0.13 |       | 58.20 |       |
|            | approve | 70,234,020 |       | 94,027 |      | 70,328,047 |       | 38,444 |
|            | the    |       |       |       |      |       |       |       |
|            | calling |       |       |       |      |       |       |       |
|            | of a   |       |       |       |      |       |       |       |
|            | general |       |       |       |      |       |       |       |
|            | meeting |       |       |       |      |       |       |       |
|            | other  |       |       |       |      |       |       |       |
|            | than   |       |       |       |      |       |       |       |
|            | an     |       |       |       |      |       |       |       |
|            | annual |       |       |       |      |       |       |       |
|            | general |       |       |       |      |       |       |       |
|            | meeting |       |       |       |      |       |       |       |
|            | on not |       |       |       |      |       |       |       |
|            | less   |       |       |       |      |       |       |       |
|            | than   |       |       |       |      |       |       |       |
|            | 14     |       |       |       |      |       |       |       |
|            | clear  |       |       |       |      |       |       |       |
|            | days’  |       |       |       |      |       |       |       |
|            | notice. |       |       |       |      |       |       |       |
|            |        |       |       |       |      |       |       |       |
+------------+--------+-------+-------+-------+------+-------+-------+-------+
|     15     | To     |       | 99.96 |       | 0.04 |       | 58.20 |       |
|            | authorise | 70,295,482 |       | 27,172 |      | 70,322,654 |       | 43,837 |
|            | market |       |       |       |      |       |       |       |
|            | purchase |       |       |       |      |       |       |       |
|            | of     |       |       |       |      |       |       |       |
|            | shares. |       |       |       |      |       |       |       |
|            |        |       |       |       |      |       |       |       |
+------------+--------+-------+-------+-------+------+-------+-------+-------+

Other information
† Special resolution (75% majority required).
* Votes in favour include votes where the Chair of the Annual General Meeting
was given discretion regarding how to vote.
** Percentages are expressed as a proportion of total votes cast (which does
not include votes withheld).
*** A 'vote withheld' is not a vote under English law and is not counted in
the calculation of votes 'for' and 'against' the Resolution.
(1) As announced on 28 April 2026, Nneka Abulokwe decided not to stand for
re‐election at the 2026 AGM to focus on her other board and advisory roles.
Accordingly, Resolution 7 (as set out in the Notice) was withdrawn on 28 April
2026 and was not put to the meeting.
(2)  The issued share capital of the Company as at 6.00 pm (UK time) on
Thursday 14 May 2026 (the time by which shareholders who wanted to attend,
speak and vote at the General Meeting were entered on the Register) was
120,830,667 ordinary shares, with no shares held in treasury. The total number
of voting rights in the Company was therefore 120,830,667.  
(3)  In accordance with Listing Rule 6.4.2R, a copy of this document has been
submitted to the National Storage Mechanism, which is located
at https://data.fca.org.uk/#/nsm/nationalstoragemechanism. 

For more information, please contact:

Investor enquiries

Helen Parris
Director of Investor Relations
Tel: 07720 169269
Email: IRteam@capita.co.uk 

Stephanie Little
Head of Investor Relations
Tel: 07541 622838
Email: IRteam@capita.co.uk

Media enquiries

Tel: 020 7654 2399
Email: media@capita.co.uk

About Capita plc:  Capita is a modern outsourcer, helping clients across the
public and private sectors run complex business processes more efficiently,
creating better consumer experiences. Operating across eight countries
supporting primarily UK and European clients with people-based services
underpinned by market-leading technology. We play an integral role in society
- our work matters to the lives of the millions of people who rely on us every
day