REG-Capita PLC: Publication of Circular and Notice of General Meeting

CapitaAnnouncement

28/06/2021 13:00

Capita plc

(“Capita” or the “Company”)

Publication of Circular and Notice of General Meeting

On 21 June 2021, Capita and the Cabinet Office announced their agreement to
dispose of their shareholdings in AXELOS Limited (“AXELOS”) to PeopleCert
International Limited (the “Disposal”). AXELOS is owned by Capita (51 per
cent. interest) and the Cabinet Office (49 per cent. interest).

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 an extraordinary general meeting of Capita to be held at 10.30 a.m.
on 15 July 2021 at Linklaters LLP, One Silk Street, London EC2Y 8HQ (the
“General Meeting”).

As set out in the Notice of General Meeting, the well-being of our
Shareholders and employees is vitally important to Capita and, while it is
possible for Shareholders to attend the General Meeting in person in
accordance with the latest Government guidance, Shareholders are strongly
encouraged not to attend the General Meeting in person unless considered
absolutely necessary and Shareholders are instead encouraged to either attend
and vote by electronic means or vote by proxy on the Resolution. Shareholders
are able to attend the General Meeting electronically by accessing the General
Meeting website: https://web.lumiagm.com. Full details of how to participate
electronically in the General Meeting are set out in the 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.

Goldman Sachs International is acting as 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

Goldman Sachs (Sponsor to Capita)

Tel: 0207 774 1000

Capita is a consulting, transformation and digital services business. Every
day our 55,000 colleagues help millions of people, by delivering innovative
solutions to transform and simplify the connections between businesses and
customers, governments and citizens. We partner with 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 in the UK, Europe, India and South Africa – and currently across six
divisions: Customer Management; Government Services; People Solutions;
Software; Specialist Services; and Technology Solutions, shortly to be
simplified into three divisions. Capita is quoted on the London Stock Exchange
(CPI.L). Further information can be found at: http://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.

Goldman Sachs International, which is authorised by the Prudential Regulation
Authority (the “PRA”) and regulated by the Financial Conduct Authority and
the PRA in the United Kingdom, is acting exclusively for Capita and no one
else in connection with the matters referred to in this announcement and will
not be responsible to anyone other than Capita for providing the protections
afforded to clients of Goldman Sachs International, or for providing advice in
relation to the matters referred to in this announcement.

ENDS



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