REG-Capita PLC: Director/PDMR Shareholding

CapitaAnnouncement

05/04/2022 12:15

Capita plc

(the “Company”)

Notification and public disclosure of transactions by persons discharging
managerial responsibilities and persons closely associated with them

5 April 2022                        

As described in the 2021 Annual Report, Capita has on 4 April 2022, awarded
its 2022 restricted share awards (“RSAs”) as set out below.

The CEO’s award has been reduced from the normal 150% of salary award level
to 100% of salary to reflect the prevailing share price. This is a further
reduction from the 2021 RSA of 125% of salary.  The Remuneration Committee
(“Committee”) is satisfied that the reduction in the 2022 award level (a
third lower than the normal level approved by shareholders as part of
remuneration policy in 2021) and the resulting number of shares under award,
is appropriate given that:
* the Total Shareholder Return (“TSR”) underpin will operate for the
second RSA grant in a row (which will effectively act as a performance
condition given that the 2022 RSAs will not vest unless Capita’s TSR over
three years is positive).  While the Committee had originally envisaged only
applying the TSR underpin to the 2021 RSAs, the application of this additional
shareholder protection, in addition to the normal underlying financial
performance underpin, is considered appropriate in light of the prevailing
share price; 
* the Committee has set the starting share price for the TSR underpin at 36.5
pence (i.e. significantly above the share price at the date of grant meaning
that the 2022 RSA grant starts significantly “underwater”); and
* the 2020 LTIP was scaled back materially more than market norms (by 70%
compared to normal award levels).
The CFO’s 2022 RSA was also granted at 100% of salary given that the
Committee wishes to ensure that the CFO is appropriately retained and
incentivised and aligned to the CEO. The Committee is satisfied that this
award level, and the resulting number of shares under award, is appropriate
given Tim Weller’s very recent recruitment and the challenging TSR underpin
which applies to the 2022 RSA, particularly given that the TSR underpin was
not originally intended to apply when the CFO’s remuneration package was
agreed in 2021.

As such, the Committee is satisfied that the approach adopted for the CEO and
CFO appropriately balances the need to retain and incentivise the management
team to drive sustainable improving financial performance whilst continuing to
strengthen the balance sheet and deliver shareholder returns following the
completion of Capita’s transformation.

The information set out below is provided in accordance with the requirements
of Article 19(3) of the EU Market Abuse Regulation No 596/2014

 1 Details of the person discharging managerial responsibilities / person closely associated                                                                                                                                                                                                           
 a) Name                                                         1. Jonathan Lewis 2. Tim Weller 3. Andy Start 4. Aimie Chapple 5. Kathy Quashie 6. Claire Denton 7. Scott Hill                                                                                                                        
 2 Reason for the notification                                                                                                                                                                                                                                                                         
 a) Position/status                                              1. Chief Executive Officer (Director) 2. Chief Financial Officer (Director) 3. CEO, Capita Public Service 4. CEO, Capita Experience 5. Chief Growth Officer 6. Chief General Counsel & Company Secretary 7. Chief People Officer      
 b) Initial notification /Amendment                              Initial notification                                                                                                                                                                                                                  
 3 Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor                                                                                                                                                                                       
 a) Name                                                         Capita plc                                                                                                                                                                                                                            
 b) LEI                                                          CMIGEWPLHL4M7ZV0IZ88                                                                                                                                                                                                                  
 4 Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted                                                                                                   
 a) Description of the financial instrument, type of instrument  Ordinary shares of 2 1/15p each                                                                                                                                                                                                       
 Identification code                                             GB00B23K0M20                                                                                                                                                                                                                          
 b) Nature of the transaction                                    Grant of nil cost options over Capita ordinary shares under the Capita Plc Executive Plan 2021                                                                                                                                        
 c) Price(s) and volume(s)                                       1. Jonathan Lewis, Chief Executive Office                                                                                                                                                                                             
                                                                 Price(s)                                                                                                           Volume(s)                                                                                                          
                                                                 £nil                                                                                                               3,481,985                                                                                                          
                                                                 2. Tim Weller, Chief Financial Officer                                                                                                                                                                                                
                                                                 £nil                                                                                                               2,537,008                                                                                                          
                                                                 3. Andy Start, CEO, Capita Public Service                                                                                                                                                                                             
                                                                 £nil                                                                                                               1,471,945                                                                                                          
                                                                 4. Aimie Chapple, CEO, Capita Experience                                                                                                                                                                                              
                                                                 £nil                                                                                                               1,461,252                                                                                                          
                                                                 5. Kathy Quashie, Chief Growth Officer                                                                                                                                                                                                
                                                                 £nil                                                                                                               1,384,880                                                                                                          
                                                                 6. Claire Denton, Chief General Counsel & Company Secretary                                                                                                                                                                           
                                                                 £nil                                                                                                               1,285,960                                                                                                          
                                                                 7. Scott Hill, Chief People Officer                                                                                                                                                                                                   
                                                                 £nil                                                                                                               872,824                                                                                                            
 d) Aggregated information  -Aggregated volume   -Price          Price(s)                                                                                                           Volume(s)                                                                                                          
                                                                 £nil                                                                                                               12,495,854                                                                                                         
                                                                 
                                                                 4 April 2022                                                                                                                                                                                                                          
 f) Place of transaction                                         Outside of a trading venue                                                                                                                                                                                                            



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