Statement re closed book Life & Pensions

CapitaAnnouncement

Today 07:00

12 December 2025

Closed book Life & Pensions resolution

Capita plc (Capita)

Capita today announces that it has reached a transition agreement for the
remaining two legacy evergreen closed book Life & Pensions contracts, with its
last client, Royal London’s legacy business.

The closed book Life & Pensions business 1 , which sits within the Group’s
Regulated Services segment (part of Capita Experience), has been a challenging
part of the Group from which Capita has been actively seeking to exit. Since
2023, the Group has entered into a number of transition agreements for the
other contracts within this business which are being migrated over the coming
years.

Under the agreement, Capita will pay Royal London an initial payment of
approximately £22.47m. The agreement provides an option, exercisable by either
Royal London or Capita, for that initial payment to be settled through the
issue to Royal London of 5,670,909 ordinary shares 2 , representing
approximately c.4.96% of the Group’s issued share capital. This option may be
exercisable on or before the close of business on the fourth business day
after the date of this announcement. If this option is exercised, the newly
issued shares will be subject to customary lock-up arrangements during the
migration period, which is expected to last five years.

Capita will also pay Royal London a further contribution towards its costs,
consisting of three payments, each of £10m, on the first, second and third
anniversary of the migration completion. The migration is expected to take
five years, so these payments are expected to take place in 2031, 2032, 2033.

Under the agreement, the two contracts will migrate back to Royal London, with
each party covering their own associated migration costs. Based on the
migration costs related to this hand-back plan, alongside the progress made in
transition agreements for other contracts in this business, we expect a free
cash outflow of £20m per annum during the five year migration period (equating
to £100m in total across the migration period), which is expected to be
front-end loaded.

Adolfo Hernandez, Chief Executive Officer, Capita said:

“Resolving the challenges in the closed book Life & Pensions business was a
key priority for 2025 and we are extremely pleased to have reached a
settlement with Royal London to migrate the remaining two evergreen contracts
within this business in a smooth and collaborative manner.

“This marks the completion of a key element of our ‘manage for value’
strategy, eliminating a significant future annual cash outflow from the Group
and enabling us to focus fully on areas where we can deliver sustainable
value.”

This announcement contains inside information for the purposes of Article 7 of
the Market Abuse Regulation (EU) 596/2014, as it forms part of UK domestic law
by virtue of the European Union (Withdrawal) Act 2018 ("UK MAR"). Upon
publication via a Regulatory Information Service, this inside information is
now considered to be in the public domain.

Notes:

1.  The closed book Life & Pensions business has now met the criteria to be
    treated as a business exit and from the year end its results will be
    excluded from the Group’s adjusted results. To enable like-for-like
    comparison of adjusted results, the comparatives will be re-presented to
    also exclude the closed book Life & Pensions business.
2.  Derived from the closing middle market price on 11 December 2025 of
    396.25p.

For more information, please contact:

Investor enquiries
Helen Parris, Director of Investor Relations
Tel: 07720 169 269
Email: IRteam@capita.co.uk

Stephanie Little, Head of Investor Relations
Tel: 07541 622 838
Email: IRteam@capita.co.uk

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

About Capita plc

Capita is a modern outsourcer, helping clients across the public and private
sectors run complex business processes more efficiently, creating better
consumer experiences. Operating across eight countries, Capita’s 34,000
colleagues support primarily UK and European clients with people-based
services underpinned by market-leading technology. We play an integral role in
society - our work matters to the lives of the millions of people who rely on
us every day.

This announcement contains inside information for the purposes of Article 7 of
the Market Abuse Regulation (EU) 596/2014, as it forms part of UK domestic law
by virtue of the European Union (Withdrawal) Act 2018 ("UK MAR"). Upon
publication via a Regulatory Information Service, this inside information is
now considered to be in the public domain