REG-Capita PLC: Announcement of AGM Results

CapitaAnnouncement

25/06/2020 16:40

25 June 2020

Capita plc

Announcement of AGM Results

At the Annual General Meeting of Capita plc held on 25 June 2020, all the
resolutions set out in the Notice of Meeting were approved by the shareholders
which were voted by way of a poll. The results of the poll for each resolution
were as follows:

                                                                                                               RESOLUTION                                                                                                             VOTES  FOR      %    VOTES  AGAINST    %    VOTES  TOTAL  % OF  ISC VOTED  VOTES  WITHHELD  
  1.  To receive and adopt the Company’s financial statements and the reports of the Directors and the Auditor for the year ended 31 December 2019.                                                                                  1,351,285,477   99.98         217,596  0.02  1,351,503,073      80.87              1,176,646 
  2.  To approve the Directors’ Remuneration Report, other than the part containing the Directors’ Remuneration Policy, in the form set out in the Company’s Annual Report and Accounts for the year ended 31 December 2019.         1,339,467,637   99.19      10,983,340  0.81  1,350,450,977      80.80              2,228,742 
  3.  To approve the Directors’ Remuneration Policy, in the form set out in the Company’s Annual Report and Accounts for the year ended 31 December 2019.                                                                            1,315,406,714   97.41      35,036,898  2.59  1,350,443,612      80.80              2,236,107 
  4.  To re-elect Sir Ian Powell as a Director.                                                                                                                                                                                      1,275,825,395   94.33      76,724,989  5.67  1,352,550,384      80.93                129,336 
  5.  To re-elect Jonathan Lewis as a Director.                                                                                                                                                                                      1,350,706,181   99.86       1,844,203  0.14  1,352,550,384      80.93                129,336 
  6.  To re-elect Patrick Butcher as a Director.                                                                                                                                                                                     1,349,090,770   99.74       3,463,614  0.26  1,352,554,384      80.93                125,336 
  7.  To re-elect Gillian Sheldon as a Director.                                                                                                                                                                                     1,350,292,578   99.83       2,261,806  0.17  1,352,554,384      80.93                125,336 
  8.  To re-elect Matthew Lester as a Director.                                                                                                                                                                                      1,344,098,421   99.38       8,451,963  0.62  1,352,550,384      80.93                129,336 
  9.  To elect Georgina Harvey as a Director.                                                                                                                                                                                        1,346,762,042   99.57       5,792,342  0.43  1,352,554,384      80.93                125,336 
 10.  To re-elect John Cresswell as a Director.                                                                                                                                                                                      1,350,264,158   99.83       2,286,226  0.17  1,352,550,384      80.93                129,336 
 11.  To re-elect Andrew Williams as a Director.                                                                                                                                                                                     1,334,892,027   98.69      17,658,357  1.31  1,352,550,384      80.93                129,336 
 12.  To re-elect Baroness Lucy Neville-Rolfe as a Director.                                                                                                                                                                         1,350,273,200   99.83       2,306,684  0.17  1,352,579,884      80.93                 99,836 
 13.  To elect Lyndsay Browne as a Director.                                                                                                                                                                                         1,296,480,208   95.85      56,073,362  4.15  1,352,553,570      80.93                126,149 
 14.  To elect Joseph Murphy as a Director.                                                                                                                                                                                          1,296,474,793   95.85      56,078,777  4.15  1,352,553,570      80.93                126,149 
 15.  To re-appoint KPMG LLP as Auditor of the Company.                                                                                                                                                                              1,350,376,122  100.00          62,741  0.00  1,350,438,863      80.80              2,240,857 
 16.  To authorise the Audit and Risk Committee to fix the Auditor’s remuneration.                                                                                                                                                   1,352,532,651  100.00          36,089  0.00  1,352,568,740      80.93                110,980 
 17.  To authorise the Directors to allot shares pursuant to Section 551 of the Companies Act 2006.                                                                                                                                  1,347,772,050   99.64       4,811,197  0.36  1,352,583,247      80.93                 96,473 
 18.  To dis-apply statutory pre-emption rights pursuant to Section 570 of the Companies Act 2006 in relation to 5% of the Company’s issued share capital.                                                                           1,352,459,088   99.99         112,456  0.01  1,352,571,544      80.93                108,176 
 19.  To approve the calling of a general meeting other than an annual general meeting on not less than 14 clear days’ notice.                                                                                                       1,330,167,366   98.34      22,409,241  1.66  1,352,576,607      80.93                103,113 
 20.  To renew the Company’s authority to make market purchases of its own ordinary shares pursuant to Section 701 of the Companies Act 2006.                                                                                        1,349,865,049   99.82       2,457,521  0.18  1,352,322,570      80.92                357,149 
 21.  To approve amendments to the Company’s articles of association as set out in the Notice of Annual General Meeting 2020.                                                                                                        1,352,483,629  100.00          67,556  0.00  1,352,551,185      80.93                128,535 

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:  Francesca Todd, Group Company Secretary, 020 7202 0641



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