REG-Capita PLC: Announcement of AGM Results

CapitaAnnouncement

11/05/2021 16:00

11 May 2021

Capita plc

Announcement of AGM Results

At the Annual General Meeting of Capita plc held on 11 May 2021, all
resolutions set out in the Notice of Meeting, except for Resolution 6 which
was withdrawn, were voted by way of a poll and approved by shareholders. 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 2020.                                                                                  1,290,633,674  99.99          66,597  0.01  1,290,700,271           76.63%        1,232,991 
  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 2020.         1,289,055,937  99.95         634,509  0.05  1,289,690,446           76.57%        2,242,816 
  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 2020.                                                                            1,254,719,423  97.13      37,105,242  2.87  1,291,824,665           76.70%          108,597 
  4  To re-elect Sir Ian Powell as a Director.                                                                                                                                                                                      1,289,644,120  99.83       2,149,707  0.17  1,291,793,827           76.70%          139,435 
  5  To re-elect Jonathan Lewis as a Director.                                                                                                                                                                                      1,289,685,217  99.84       2,108,610  0.16  1,291,793,827           76.70%          139,435 
  6  WITHDRAWN                                                                                                                                                                                                                          n/a        n/a         n/a        n/a       n/a             n/a              n/a        
  7  To elect David Lowden as a Director.                                                                                                                                                                                           1,291,700,049  99.99          97,539  0.01  1,291,797,588           76.70%          135,674 
  8  To re-elect Matthew Lester as a Director.                                                                                                                                                                                      1,288,426,565  99.74       3,367,262  0.26  1,291,793,827           76.70%          139,435 
  9  To re-elect Georgina Harvey as a Director.                                                                                                                                                                                     1,250,853,140  96.83      40,953,687  3.17  1,291,806,827           76.70%          126,435 
 10  To re-elect John Cresswell as a Director.                                                                                                                                                                                      1,289,655,524  99.83       2,138,303  0.17  1,291,793,827           76.70%          139,435 
 11  To re-elect Baroness Lucy Neville-Rolfe as a Director.                                                                                                                                                                         1,289,594,447  99.83       2,219,880  0.17  1,291,814,327           76.70%          118,935 
 12  To elect Neelam Dhawan as a Director.                                                                                                                                                                                          1,286,912,565  99.62       4,885,023  0.38  1,291,797,588           76.70%          135,674 
 13  To re-elect Lyndsay Browne as a Director.                                                                                                                                                                                      1,263,052,541  97.78      28,741,286  2.22  1,291,793,827           76.70%          139,435 
 14  To re-elect Joseph Murphy as a Director.                                                                                                                                                                                       1,229,219,615  95.16      62,574,212  4.84  1,291,793,827           76.70%          139,435 
 15  To re-appoint KPMG LLP as Auditor of the Company.                                                                                                                                                                              1,255,622,399  97.20      36,182,958  2.80  1,291,805,357           76.70%          127,905 
 16  To authorise the Audit and Risk Committee to fix the Auditor’s remuneration.                                                                                                                                                   1,257,765,322  97.36      34,040,968  2.64  1,291,806,290           76.70%          126,972 
 17  To authorise the Directors to allot shares pursuant to Section 551 of the Companies Act 2006.                                                                                                                                  1,286,479,621  99.59       5,349,851  0.41  1,291,829,472           76.70%          103,790 
 18  To approve and adopt the rules of the Company’s Executive Plan 2021.                                                                                                                                                           1,252,944,157  96.99      38,874,450  3.01  1,291,818,607           76.70%          114,655 
 19  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.                                                                           1,291,410,709  99.97         388,282  0.03  1,291,798,991           76.70%          134,271 
 20  To approve the calling of a general meeting other than an annual general meeting on not less than 14 clear days’ notice.                                                                                                       1,261,146,002  97.63      30,669,990  2.37  1,291,815,992           76.70%          117,270 
 21  To renew the Company’s authority to make market purchases of its own ordinary shares pursuant to Section 701 of the Companies Act 2006.                                                                                        1,289,094,466  99.81       2,464,753  0.19  1,291,559,219           76.68%          374,043 

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 7799 1525



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