REG-Capita PLC: Result of AGM

CapitaAnnouncement

14/05/2019 16:05

Capita plc

14 May 2019

Announcement of AGM Results

At the Annual General Meeting of Capita plc held on 14 May 2019, all the
resolutions set out in the Notice of Meeting were approved by the shareholders
which were voted by way of a poll. The results of the poll for each resolution
were as follows:

        RESOLUTION                                                                                                                                                                                                                      VOTES  FOR      %    VOTES  AGAINST    %     VOTES  TOTAL  % OF  ISC VOTED  VOTES  WITHHELD  
   1.   To receive and adopt the Company’s financial statements and the reports of the Directors and the Auditor for the year ended 31 December 2018.                                                                                 1,371,571,222  99.99   121,911         0.01   1,371,693,133  82.07%           2,751,546        
   2.   To approve the Directors’ Remuneration Report, other than the part containing the Directors’ Remuneration Policy, in the form set out in the Company’s Annual Report and Accounts for the year ended 31 December 2018.        788,678,927    72.66   296,684,677     27.34  1,085,363,604  64.94%           289,081,075      
   3.   To re-elect Sir Ian Powell as a Director.                                                                                                                                                                                     1,369,888,420  99.76   3,340,900       0.24   1,373,229,320  82.17%           1,215,359        
   4.   To re-elect Jonathan Lewis as a Director.                                                                                                                                                                                     1,370,884,197  99.83   2,347,444       0.17   1,373,231,641  82.17%           1,213,039        
   5.   To elect Patrick Butcher as a Director.                                                                                                                                                                                       1,370,527,859  99.80   2,696,230       0.20   1,373,224,089  82.17%           1,220,591        
   6.   To re-elect Gillian Sheldon as a Director.                                                                                                                                                                                    1,326,549,951  96.60   46,678,520      3.40   1,373,228,471  82.17%           1,216,209        
   7.   To re-elect Matthew Lester as a Director.                                                                                                                                                                                     1,326,535,860  96.60   46,693,416      3.40   1,373,229,276  82.17%           1,215,404        
   8.   To re-elect John Cresswell as a Director.                                                                                                                                                                                     1,325,975,196  96.56   47,254,080      3.44   1,373,229,276  82.17%           1,215,404        
   9.   To re-elect Andrew Williams as a Director.                                                                                                                                                                                    1,326,290,733  96.58   46,939,100      3.42   1,373,229,833  82.17%           1,214,847        
   10.  To re-elect Baroness Lucy Neville-Rolfe as a Director.                                                                                                                                                                        1,326,537,654  96.60   46,686,197      3.40   1,373,223,851  82.17%           1,220,829        
   11.  That remuneration payments to Employee Directors of a basic fee of £64,500 per annum may be paid in respect of their directorships (see Notice of Meeting).                                                                   1,373,148,268  99.99   83,711          0.01   1,373,231,979  82.17%           1,212,701        
   12.  To re-appoint KPMG LLP as Auditor of the Company.                                                                                                                                                                             1,365,843,405  100.00  61,813          0.00   1,365,905,218  81.73%           8,539,462        
   13.  To authorise the Audit and Risk Committee to fix the Auditor’s remuneration.                                                                                                                                                  1,372,897,431  99.98   336,841         0.02   1,373,234,272  82.17%           1,210,408        
   14.  To authorise the Directors to allot shares pursuant to Section 551 of the Companies Act 2006.                                                                                                                                 1,373,167,733  99.99   69,634          0.01   1,373,237,367  82.17%           1,207,313        
   15.  To dis-apply statutory pre-emption rights pursuant to Section 570 of the Companies Act 2006 in relation to 5% of the Company’s issued share capital.                                                                          1,373,136,751  99.99   98,567          0.01   1,373,235,318  82.17%           1,209,362        
   16.  To approve the calling of a general meeting other than an annual general meeting on not less than 14 clear days’ notice.                                                                                                      1,354,364,107  98.63   18,874,851      1.37   1,373,238,958  82.17%           1,205,722        
   17.  To renew the Company’s authority to make market purchases of its own ordinary shares pursuant to Section 701 of the Companies Act 2006.                                                                                       1,365,138,015  99.43   7,810,617       0.57   1,372,948,632  82.15%           1,496,048        

Please note a ‘vote withheld’ is not a vote under English law and is
therefore not included in the calculation of votes ‘for’ and ‘against’
a resolution.

The Board recognises that, while Resolution 2 to approve the Directors’
Remuneration Report was passed, a proportion of shareholders opposed the
resolution. We are naturally disappointed with this level of support.
Consultations were held with shareholders throughout the year about the
direction and strategy of the Company, including the appropriate balance of
measures for our 2018 and 2019 incentive arrangements. The views of all
shareholders are important to us – and we have engaged with a number of
investors to discuss their concerns over remuneration. The Board is committed
to a continuing dialogue and consultation with shareholders on remuneration
structures, which will continue after the AGM. An update on shareholder views
and actions taken by the Company in relation to its remuneration structures
will be published within the next six months and included in the 2019 Annual
Report & Accounts. Shareholder views will also be sought as the Company
develops its new Remuneration Policy which will be put forward for approval at
the 2020 AGM in line with the usual triennial cycle.

Capita plc further announces that, in accordance with the provisions of
paragraph 9.6.2 of the Listing Rules, copies of resolutions other than those
concerning ordinary business passed at the Annual General Meeting, have been
submitted to the National Storage Mechanism, and can be viewed at
http://www.morningstar.co.uk/uk/nsm

Enquiries:  Francesca Todd, Group Company Secretary, 020 7202 0641



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