REG-Capita PLC: Announcement of AGM Results

CapitaAnnouncement

10/05/2022 17:00

10 May 2022

Capita plc

Announcement of AGM Results

At the Annual General Meeting of Capita plc held on 10 May 2022 at One Silk
Street, London EC2V 7NQ, all the resolutions set out in the Notice of Meeting
were approved by the shareholders which were voted by way of a poll.  The
Board would like to thank all shareholders who participated in the AGM. The
results of the poll for each resolution are provided in the table below.

Resolution 11: Re-election of Lyndsay Browne as a Director

The Board notes, and is disappointed, that Resolution 11 received less than
80% of the votes cast in favour. 

The Board is proud to have been the first FTSE250 Company since the late 1980s
to have appointed Employee Directors.  Lyndsay has been an Employee Director
since July 2019, and the Board has valued her contribution.   Lyndsay is a
member of the Remuneration Committee and as an Employee Director is not
considered independent.  However, the Board continues to believe in the
importance of bringing the contributions of its Employee Directors into
Committee meetings and considers that the value of the employee perspective
brought by Lyndsay is of considerable value to this Committee.

However, the Board notes the concerns of certain shareholders that Lyndsay as
a non-independent director is a member of the Remuneration Committee.  The
Board will consult with shareholders on this matter to further understand and
address their concerns.

A further statement detailing the outcome of the Company’s discussion with
its shareholders, including any actions taken as a result, will be published
by the Company by no later than 10 November 2022 in accordance with the UK
Corporate Governance Code 2018.

Resolution 2: 2021 Directors’ Remuneration Report

Resolution 2 to approve the Directors’ Remuneration Report for the year
ended 31 December 2021 was approved by c.98% of votes cast. 

However, following discussions between the Chair of the Remuneration Committee
and a number of Capita’s major shareholders, the Board confirms that it is
the Company’s intention to repay the furlough related income of c.£5m
received in 2021 under the Coronavirus Job Retention Scheme.  The repayment
will be made at the end of the Company’s publicly stated disposal programme
and no later than the end of H1 2023.

     RESOLUTION                                                                                                                    VOTES  FOR     %    VOTES  AGAINST    %     VOTES  TOTAL  % OF  ISC VOTED  VOTES  WITHHELD  
  1  To approve the Report & Accounts for the year ended 31 December 2021                                                         1,174,139,956  99.98         225,565   0.02  1,174,365,521           69.73%        1,670,882 
  2  To approve the Directors’ Remuneration Report                                                                                1,148,723,621  98.01      23,356,565   1.99  1,172,080,186           69.59%        3,956,217 
  3  To re-elect Jonathan Lewis as a Director                                                                                     1,140,623,934  97.09      34,233,861   2.91  1,174,857,795           69.75%        1,178,613 
  4  To elect Tim Weller as a Director                                                                                            1,100,753,777  93.64      74,709,377   6.36  1,175,463,154           69.79%          573,249 
  5  To re-elect David Lowden as a Director                                                                                       1,165,589,473  99.21       9,315,979   0.79  1,174,905,452           69.76%        1,130,951 
  6  To re-elect Matthew Lester as a Director.                                                                                    1,174,991,853  99.96         476,704   0.04  1,175,468,557           69.79%          567,846 
  7  To re-elect Georgina Harvey as a Director                                                                                    1,169,215,689  99.47       6,255,348   0.53  1,175,471,037           69.79%          565,371 
  8  To re-elect John Cresswell as a Director                                                                                     1,174,369,496  99.91       1,107,783   0.09  1,175,477,279           69.79%          559,124 
  9  To elect Nneka Abulokwe as a Director                                                                                        1,141,920,592  97.14      33,566,157   2.86  1,175,486,749           69.79%          549,659 
 10  To re-elect Neelam Dhawan as a Director                                                                                      1,172,771,385  99.79       2,455,663   0.21  1,175,227,048           69.78%          809,355 
 11  To re-elect Lyndsay Browne as a Director                                                                                       889,140,039  75.64     286,315,530  24.36  1,175,455,569           69.79%          580,834 
 12  To re-elect Joseph Murphy as a Director                                                                                      1,153,839,991  98.16      21,626,448   1.84  1,175,466,439           69.79%          569,964 
 13  To re-appoint KPMG as Auditor of the Company                                                                                 1,153,818,670  98.16      21,634,550   1.84  1,175,453,220           69.79%          583,188 
 14  To authorise the Audit & Risk Committee to fix the Auditor’s remuneration.                                                   1,064,239,707  90.57     110,863,994   9.43  1,175,103,701           69.77%          932,702 
 15  To authorise the Directors to allot shares                                                                                   1,169,583,776  99.50       5,870,081   0.50  1,175,453,857           69.79%          582,546 
 16  To authorise the Company to dis-apply statutory pre-emption rights                                                           1,141,807,298  97.14      33,657,075   2.86  1,175,464,373           69.79%          572,030 
 17  To approve the calling of a general meeting other than an annual general meeting on not less than 14 clear days’ notice.     1,170,518,868  99.58       4,947,459   0.42  1,175,466,327           69.79%          570,076 
 18  To authorise market purchase of shares                                                                                       1,175,016,279  99.97         410,660   0.03  1,175,426,939           69.79%          609,464 

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:  Claire Denton, Chief General Counsel and Company Secretary,
Telephone number: +44 (0) 20 7799 1525



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