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Disseminated via PRN on 28 April 2025
28 April 2025
Capita plc (‘Capita’ or ‘the Company’)
Announcement of Annual General Meeting Results
The Company announces that, at the Annual General Meeting of Capita plc held at 10.30 a.m. on 28 April 2025 at The Storey Club, 4 Kingdom Street, Paddington, London W2 6BD (the ‘AGM’), all the resolutions set out in the Circular and Notice of General Meeting published by the Company on 24 March 2025 (the ‘Circular’), were duly passed without amendment on a poll by the requisite majority of shareholders of the Company. Capitalised terms used but not otherwise defined in this announcement have the meanings given to them in the Circular, which is available at www.capita.com/investors/investor-news-and-events. The Board would like to thank all shareholders who participated in the AGM.
The full text of the Resolutions is set out in the Circular.
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| RESOLUTION | VOTES FOR* | %** | VOTES AGAINST | %** | VOTES TOTAL | % OF ISC VOTED** | VOTES WITHHELD*** |
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| ORDINARY RESOLUTIONS: |
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| 1 | To approve the Report & Accounts for the year ended 31 December 2024. | 941,341,868 | 99.91 | 890,630 | 0.09 | 942,232,498 | 55.12 | 3,473,391 |
| 2 | To approve the Directors’ Remuneration Report. | 936,899,904 | 99.36 | 6,044,626 | 0.64 | 942,944,530 | 55.16 | 2,761,359 |
| 3 | To re-elect David Lowden as a Director. | 915,198,010 | 97.10 | 27,335,240 | 2.90 | 942,533,250 | 55.14 | 3,172,639 |
| 4 | To re-elect Adolfo Hernandez as a Director. | 926,042,877 | 98.22 | 16,737,657 | 1.78 | 942,780,534 | 55.15 | 2,925,355 |
| 5 | To re-elect Georgina Harvey as a Director. | 929,026,238 | 98.57 | 13,449,965 | 1.43 | 942,476,203 | 55.14 | 3,229,686 |
| 6 | To re-elect Nneka Abulokwe as a Director. | 931,047,892 | 98.78 | 11,519,471 | 1.22 | 942,567,363 | 55.14 | 3,138,526 |
| 7 | To re-elect Neelam Dhawan as a Director. | 929,407,892 | 98.61 | 13,119,264 | 1.39 | 942,527,156 | 55.14 | 3,178,733 |
| 8 | To re-elect Brian McArthur-Muscroft as a Director. | 930,707,808 | 98.77 | 11,609,911 | 1.23 | 942,317,719 | 55.13 | 3,388,170 |
| 9 | To elect Pablo Andres as a Director. | 940,686,429 | 99.81 | 1,745,891 | 0.19 | 942,432,320 | 55.13 | 3,273,569 |
| 10 | To elect Jack Clarke as a Director. | 939,716,306 | 99.72 | 2,625,331 | 0.28 | 942,341,637 | 55.13 | 3,364,252 |
| 11 | To re-appoint KPMG LLP as Auditor of the Company. | 920,317,552 | 97.62 | 22,463,836 | 2.38 | 942,781,388 | 55.15 | 2,924,501 |
| 12 | To authorise the Audit and Risk Committee to determine the Auditor’s remuneration.
| 922,134,028 | 97.81 | 20,631,698 | 2.19 | 942,765,726 | 55.15 | 2,940,163 |
| 13 | To approve the Share Consolidation. | 934,368,805 | 99.05 | 8,983,670 | 0.95 | 943,352,475 | 55.19 | 2,353,414 |
| 14 | To authorise the Directors to allot shares. | 936,205,776 | 99.38 | 5,816,628 | 0.62 | 942,022,404 | 55.11 | 3,683,485 |
| SPECIAL RESOLUTIONS† |
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| 15 | To authorise the Company to dis-apply statutory pre-emption rights. | 928,501,388 | 98.59 | 13,278,541 | 1.41 | 941,779,929 | 55.09 | 3,925,960 |
| 16 | To approve the calling of a general meeting other than an annual general meeting on not less than 14 clear days’ notice.
| 935,984,068 | 99.30 | 6,602,864 | 0.70 | 942,586,932 | 55.14 | 3,118,957 |
| 17 | To authorise market purchase of shares.
| 941,289,241 | 99.78 | 2,033,495 | 0.22 | 943,322,736 | 55.18 | 2,383,153 |
| 18 | To approve the Share Premium Reduction. | 941,035,527 | 99.78 | 2,074,543 | 0.22 | 943,110,070 | 55.17 | 2,595,819 |
Other information
† Special resolution (75% majority required).
* Votes in favour include votes where the Chair of the Annual General Meeting was given discretion regarding how to vote.
** Percentages are expressed as a proportion of total votes cast (which does not include votes withheld).
*** A 'vote withheld' is not a vote under English law and is not counted in the calculation of votes 'for' and 'against' the Resolution.
(1) The issued share capital of the Company as at 6.00 pm (UK time) on Thursday 24 April 2025 (the time by which shareholders who wanted to attend, speak and vote at the General Meeting were entered on the Register) was 1,709,396,383 ordinary shares, with no shares held in treasury. The total number of voting rights in the Company was therefore 1,709,396,383.
(2) Resolution 13 (Share Consolidation) and Resolution 18 (Share Premium Reduction) passed at the Annual General Meeting enable the Directors to proceed with the Share Consolidation and Share Premium Reduction, as set out in the Circular.
(3) The date of admission and first day of dealings in New Ordinary Shares on the London Stock Exchange , and listing and commencement of trading in New Ordinary Shares on the London Stock Exchange are expected to be Tuesday, 29 April 2025.
(4) The Share Premium Reduction remains subject to Court approval.
(5) Shareholders should note that if the Court declines to approve the Share Premium Reduction, the Share Premium Reduction will not take place. The Board also reserves the right to discontinue (in whole or in part) the petition to the Court in relation to the Share Premium Reduction.
In accordance with Listing Rule 6.4.2R, a copy of this document has been submitted to the National Storage Mechanism, which is located at https://data.fca.org.uk/#/nsm/nationalstoragemechanism. Capita plc will issue a trading update on 17 June 2025.
For more information, please contact:
Investor enquiries
Claire Denton
Chief General Counsel & Company Secretary
Email: [email protected]
Helen Parris
Director of Investor Relations
Tel: 07720 169269
Email: [email protected]
Stephanie Little
Deputy Head of Investor Relations
Tel: 07541 622838
Email: [email protected]
Media enquiries
Tel: 020 7654 2399
Email: [email protected]
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.
