REG-Capita Plc: Announcement of Annual General Meeting Results

CapitaAnnouncement

Mon 16:00

 

28 April 2025

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 28 April 2025 at The Storey Club, 4 Kingdom Street,
Paddington, London W2 6BD (the ‘AGM’), all the resolutions set out in the
 Circular and Notice of General Meeting published by the Company on 24 March
2025 (the ‘Circular’), were duly passed without amendment on a poll by the
requisite majority of shareholders of the Company. Capitalised terms used but
not otherwise defined in this announcement have the meanings given to them in
the Circular, which is available at
www.capita.com/investors/investor-news-and-events. The Board would like to
thank all shareholders who participated in the AGM.

 

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

 

 

 

               RESOLUTION                                                                                                                  VOTES FOR*   %**    VOTES AGAINST  %**   VOTES TOTAL  % OF ISC VOTED**  VOTES WITHHELD***  
               ORDINARY RESOLUTIONS:                                                                                                                                                                                                  
 1             To approve the Report & Accounts for the year ended 31 December 2024.                                                       941,341,868  99.91  890,630        0.09  942,232,498  55.12             3,473,391          
 2             To approve the Directors’ Remuneration Report.                                                                              936,899,904  99.36  6,044,626      0.64  942,944,530  55.16             2,761,359          
 3             To re-elect David Lowden as a Director.                                                                                     915,198,010  97.10  27,335,240     2.90  942,533,250  55.14             3,172,639          
 4             To re-elect Adolfo Hernandez as a Director.                                                                                 926,042,877  98.22  16,737,657     1.78  942,780,534  55.15             2,925,355          
 5             To re-elect Georgina Harvey as a Director.                                                                                  929,026,238  98.57  13,449,965     1.43  942,476,203  55.14             3,229,686          
 6             To re-elect Nneka Abulokwe as a Director.                                                                                   931,047,892  98.78  11,519,471     1.22  942,567,363  55.14             3,138,526          
 7             To re-elect Neelam Dhawan as a Director.                                                                                    929,407,892  98.61  13,119,264     1.39  942,527,156  55.14             3,178,733          
 8             To re-elect Brian McArthur-Muscroft as a Director.                                                                          930,707,808  98.77  11,609,911     1.23  942,317,719  55.13             3,388,170          
 9             To elect Pablo Andres as a Director.                                                                                        940,686,429  99.81  1,745,891      0.19  942,432,320  55.13             3,273,569          
 10            To elect Jack Clarke as a Director.                                                                                         939,716,306  99.72  2,625,331      0.28  942,341,637  55.13             3,364,252          
 11            To re-appoint KPMG LLP as Auditor of the Company.                                                                           920,317,552  97.62  22,463,836     2.38  942,781,388  55.15             2,924,501          
 12            To authorise the Audit and Risk Committee to determine the Auditor’s remuneration.                                          922,134,028  97.81  20,631,698     2.19  942,765,726  55.15             2,940,163          
 13            To approve the Share Consolidation.                                                                                         934,368,805  99.05  8,983,670      0.95  943,352,475  55.19             2,353,414          
 14            To authorise the Directors to allot shares.                                                                                 936,205,776  99.38  5,816,628      0.62  942,022,404  55.11             3,683,485          
 SPECIAL RESOLUTIONS †                                                                                                                                                                                                                
 15            To authorise the Company to dis-apply statutory pre-emption rights.                                                         928,501,388  98.59  13,278,541     1.41  941,779,929  55.09             3,925,960          
 16            To approve the calling of a general meeting other than an annual general meeting on not less than 14 clear days’ notice.    935,984,068  99.30  6,602,864      0.70  942,586,932  55.14             3,118,957          
 17            To authorise market purchase of shares.                                                                                     941,289,241  99.78  2,033,495      0.22  943,322,736  55.18             2,383,153          
 18            To approve the Share Premium Reduction.                                                                                     941,035,527  99.78  2,074,543      0.22  943,110,070  55.17             2,595,819          

 

 

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)  The issued share capital of the Company as at 6.00 pm (UK time) on
Thursday 24 April 2025 (the time by which shareholders who wanted to attend,
speak and vote at the General Meeting were entered on the Register) was
1,709,396,383 ordinary shares, with no shares held in treasury. The total
number of voting rights in the Company was therefore 1,709,396,383.  

(2)  Resolution 13 (Share Consolidation) and Resolution 18 (Share Premium
Reduction)  passed at the Annual General Meeting enable the Directors to
proceed with the Share Consolidation and Share Premium Reduction, as set out
in the Circular.

(3)  The date of admission and first day of dealings in New Ordinary Shares
on the London Stock Exchange , and listing and commencement of trading in New
Ordinary Shares on the London Stock Exchange are expected to be Tuesday, 29
April 2025.

(4)  The Share Premium Reduction remains subject to Court approval.

(5)  Shareholders should note that if the Court declines to approve the
Share Premium Reduction, the Share Premium Reduction will not take place. The
Board also reserves the right to discontinue (in whole or in part) the
petition to the Court in relation to the Share Premium Reduction.

 

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. Capita plc will
issue a trading update on 17 June 2025.

 

For more information, please contact:

Investor enquiries

Claire Denton

Chief General Counsel & Company Secretary

Email: Secretariat1@capita.com

 

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

Stephanie Little 
Deputy 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,
Capita’s 34,000 colleagues support 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.



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