REG-Capita PLC: Circular re Disposal and Notice of GM

CapitaAnnouncement

11/10/2022 16:00

Tuesday 11 October, 2022

Capita plc

(“Capita” or the “Company”)

Publication of Circular and Notice of General Meeting

On 16 September 2022, Capita announced the agreement to dispose of Pay360
Limited to Access PaySuite Ltd, a division of The Access Group (the
‘Disposal’).

The Disposal constitutes a Class 1 transaction for Capita under the Listing
Rules and is therefore conditional upon, amongst other things, the approval of
Capita shareholders at a general meeting of the Company.

Capita is pleased to announce that a shareholder circular in relation to the
Disposal (the “Circular”) has been published today, having received
approval from the Financial Conduct Authority. The Circular will be sent to
Capita shareholders (other than those who have elected or who have been deemed
to have elected for notification by electronic communication) shortly.

The Circular contains further information on the Disposal and a notice
convening a general meeting of Capita to be held at 10:30a.m. on 1 November
2022 at Linklaters LLP, One Silk Street, London EC2Y 8HQ (the “General
Meeting”).

As set out in the Notice of General Meeting, the General Meeting will be held
as a physical meeting. Capita will continue to closely monitor the latest
Government guidance in respect of COVID-19 and how this may affect the
arrangements for the General Meeting. If the UK Government reintroduces
restrictions on public gatherings before the date of the General Meeting,
Capita may be required to revise these arrangements, including by limiting
physical attendance at the General Meeting. In such circumstances, Capita will
make an announcement setting out the revised arrangements. Further information
will be made available on our website at
http://www.capita.com/investors/shareholder-information/gm-shareholder-questions
and/or via a Regulatory Information Service. Capita shareholders should
therefore monitor Capita’s website and regulatory news announcements for any
updates relating to the General Meeting. Whether or not you intend to attend
the General Meeting, you are encouraged to appoint a proxy to cast your votes
on the resolution as soon as possible in the manner set out in the Circular
and Notice of General Meeting.

Copies of the following documents have been submitted to the National Storage
Mechanism and will shortly be available for inspection
at https://data.fca.org.uk/#/nsm/nationalstoragemechanism:

-  Circular

-  Notice of General Meeting

These documents will also be available to view on the Company’s website
at http://www.capita.com/investors/shareholder-information/gm-shareholder-questions from
the date of this announcement up to and including the date of the General
Meeting.

Barclays Bank PLC, acting through its Investment Bank (“Barclays”) is
acting as sole financial adviser and sponsor to Capita on the Disposal.

For more information please contact:

Capita investor enquiries
Stuart Morgan
Director of Investor Relations
Tel: 07989 665484
Email: IRteam@capita.co.uk

LEI no. CMIGEWPLHL4M7ZV0IZ88

Capita media enquiries
Capita external communications
Tel: 0207 654 2399
Email: media@capita.co.uk

Barclays (Financial Adviser and Sponsor to Capita)
Omar Faruqui
Osman Akkaya
Tel: 0207 623 2323

About Capita

Capita is a consulting, transformation and digital services business. Every
day our 52,000 colleagues help millions of people, by delivering innovative
solutions to transform and simplify the connections between government and
citizens, businesses and customers. We partner with our clients and provide
the insight and cutting-edge technologies that give time back, allowing them
to focus on what they do best and making people’s lives easier and simpler.
We operate across three divisions – Capita Public Service, Capita Experience
and Capita Portfolio – in the UK, Europe, India and South Africa. Capita is
quoted on the London Stock Exchange (CPI.L). Further information can be found
at: www.capita.com.

Important Notices

This announcement is an announcement and not a circular or prospectus or
equivalent document and prospective investors should not make any investment
decision on the basis of its contents. Nothing in this announcement
constitutes an offer of securities for sale in any jurisdiction. Shareholders
are advised to carefully read the Circular. Any response to the Disposal
should be made only on the basis of the information in the Circular.

If you are in any doubt as to what action you should take in relation to this
announcement or the Circular, you are recommended to seek your own personal
financial advice immediately from your stockbroker, bank manager, solicitor,
accountant or other independent financial adviser authorised under the
Financial Services and Markets Act 2000, or from another appropriately
authorised independent financial adviser.

This announcement is not for release, publication or distribution, in whole or
in part, in, into or from any jurisdiction where to do so would constitute a
violation of the relevant laws of that jurisdiction. Persons into whose
possession this announcement comes should inform themselves about, and
observe, such restrictions. Any failure to comply with the restrictions may
constitute a violation of the securities laws of any such jurisdiction.

Barclays, which is authorised by the Prudential Regulation Authority
(“PRA”) and regulated in the United Kingdom by the Financial Conduct
Authority and the PRA, is acting exclusively for Capita and no one else in
connection with the Disposal and will not be responsible to anyone other than
Capita for providing the protections afforded to clients of Barclays nor for
providing advice in relation to the Disposal or any other matter referred to
in this announcement.
* ENDS -


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