REG-Capita PLC: Director/PDMR Shareholding

CapitaAnnouncement

10/03/2023 12:30

Capita plc

(the “Company”)

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

10 March 2023

On 10 March 2023, Capita awarded its 2023 restricted share awards (“2023
RSAs”) as set out below. 

In respect of 2023 RSAs granted to executive directors:
* award levels reflect the continued operation of a Total Shareholder Return
(TSR) underpin (effectively a binary performance target) for a third year in a
row;
* the awards will normally vest after three years from date of grant subject
to: (i) continued employment; and (ii) a positive assessment of performance
against two underpins (as detailed below); and
* once vested, shares may not normally be sold until at least six years from
the grant date (other than to pay relevant taxes).
In respect of the underpins for the 2023 RSAs granted to executive directors:
* Underpin 1: Capita’s total shareholder return (“TSR”) over the three
years ending 31 December 2025 must be positive for any RSAs granted to
executive directors to vest; and
* Underpin 2: the Remuneration Committee (the “Committee”) must be
satisfied with the underlying performance of Capita and that there have been
no environmental, social or governance issues resulting in material
reputational damage. If this is not deemed to be met, the Committee will
consider a reduction of the final vesting level of the RSAs (including to
nil).
In addition, the Committee will consider values at vesting to ensure they are
reflective of Capita’s performance over the vesting period.

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. Al Murray 4. Corinne Ripoche 5. Kathy Quashie 6. Claire Denton 7. Scott Hill 8. Manpreet Singh                                                                                                                                                                       
 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 8. Chief Technology 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                                    In the case of the PDMR noted at 1 to 7 above grant of nil cost options over Capita ordinary shares under the Capita plc Executive Plan 2021.  In the case of the PDMR noted at 8 above, grant of a nil cost option over notional Capita ordinary shares under the Capita plc Executive Plan 2021.      
 c) Price(s) and volume(s)                                       1. Jonathan Lewis, Chief Executive Officer                                                                                                                                                                                                                                                              
                                                                 Price(s)                                                                                                                                            Volume(s)                                                                                                                                           
                                                                 £nil                                                                                                                                                2,744,886                                                                                                                                           
                                                                 2. Tim Weller, Chief Financial Officer                                                                                                                                                                                                                                                                  
                                                                 £nil                                                                                                                                                1,333,300                                                                                                                                           
                                                                 3. Al Murray, CEO, Capita Public Service                                                                                                                                                                                                                                                                
                                                                 £nil                                                                                                                                                727,810                                                                                                                                             
                                                                 4. Corinne Ripoche, CEO, Capita Experience                                                                                                                                                                                                                                                              
                                                                 £nil                                                                                                                                                825,667                                                                                                                                             
                                                                 5. Kathy Quashie, Chief Growth Officer                                                                                                                                                                                                                                                                  
                                                                 £nil                                                                                                                                                727,810                                                                                                                                             
                                                                 6. Claire Denton, Chief General Counsel & Company Secretary                                                                                                                                                                                                                                             
                                                                 £nil                                                                                                                                                675,824                                                                                                                                             
                                                                 7. Scott Hill, Chief People Officer                                                                                                                                                                                                                                                                     
                                                                 £nil                                                                                                                                                458,704                                                                                                                                             
                                                                 8. Manpreet Singh, Chief Technology Officer                                                                                                                                                                                                                                                             
                                                                 £nil                                                                                                                                                386,855                                                                                                                                             
 d) Aggregated information  -Aggregated volume   -Price          Price(s)                                                                                                                                            Volume(s)                                                                                                                                           
                                                                 £nil                                                                                                                                                7,880,856                                                                                                                                           
 e) Date of transaction                                          10 March 2023                                                                                                                                                                                                                                                                                           
 f) Place of transaction                                         Outside of a trading venue                                                                                                                                                                                                                                                                              



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