Announcement of AGM Results

21 May 2024

Capita plc

Announcement of AGM Results

At the Annual General Meeting of Capita plc held at 10.30 a.m. on 21 May 2024, at 65 Gresham Street, London, EC2V 7NQ, all the resolutions set out in the Notice of Meeting, were approved by the shareholders which were voted by way of a poll. The Board would like to thank all shareholders who participated in the AGM. The results of the poll for each resolution are provided in the table below.

	RESOLUTION	VOTES FOR	%	VOTES AGAINST	%	VOTES TOTAL	% OF ISC VOTED	VOTES WITHHELD
	ORDINARY RESOLUTIONS:
1	To approve the Report & Accounts for the year ended 31 December 2023.	1,023,958,623	99.92	839,999	0.08	1,024,798,622	60.24	1,457,128
2	To approve the Directors' Remuneration Report.	986,401,044	96.27	38,263,345	3.73	1,024,664,389	60.23	1,591,360
3	To approve the Directors' Remuneration Policy.	1,016,454,099	99.19	8,251,055	0.81	1,024,705,154	60.23	1,550,595
4	To re-elect David Lowden as a Director.	983,015,985	96.55	35,121,513	3.45	1,018,137,498	59.85	8,118,249
5	To re-elect Tim Weller as a Director.	1,014,381,648	99.74	2,654,746	0.26	1,017,036,394	59.78	9,219,354
6	To re-elect Georgina Harvey as a Director.	999,172,577	98.14	18,988,538	1.86	1,018,161,115	59.85	8,094,633
7	To re-elect Nneka Abulokwe as a Director.	1,015,202,919	99.71	2,925,378	0.29	1,018,128,297	59.85	8,127,452
8	To re-elect Neelam Dhawan as a Director.	1,015,099,667	99.70	3,056,127	0.30	1,018,155,794	59.85	8,099,954
9	To re-elect Brian McArthur-Muscroft as a Director.	1,015,319,125	99.71	2,957,553	0.29	1,018,276,678	59.85	7,979,076
10	To elect Adolfo Hernandez as a Director.	1,010,629,450	99.25	7,665,740	0.75	1,018,295,190	59.85	7,960,557
11	To re-appoint KPMG LLP as Auditor of the Company.	1,014,146,266	99.60	4,123,877	0.40	1,018,270,143	59.85	7,985,605
12	To authorise the Audit and Risk Committee to fix the Auditor's remuneration.	1,024,639,360	99.89	1,150,794	0.11	1,025,790,154	60.30	465,595
13	To authorise the Directors to allot shares.	1,018,340,981	99.27	7,510,160	0.73	1,025,851,141	60.30	404,607
	SPECIAL RESOLUTIONS:
14	To authorise the Company to dis-apply statutory pre-emption rights.	1,021,628,299	99.70	3,094,612	0.30	1,024,722,911	60.23	1,532,838
15	To approve the calling of a general meeting other than an annual general meeting on not less than 14 clear days' notice.	1,011,332,482	98.58	14,571,727	1.42	1,025,904,209	60.30	351,545
16	To authorise market purchase of shares.	1,022,711,801	99.71	2,994,802	0.29	1,025,706,603	60.29	549,146

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.

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, will be submitted to the National Storage Mechanism, and will shortly be available to view at https://data.fca.org.uk/#/nsm/nationalstoragemechanism.

Enquiries:  Claire Denton, Chief General Counsel & Company Secretary, 020 7799 1525

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