Circular re Disposal and Notice of GM

Tuesday 11 October, 2022

Capita plc

(“Capita” or the “Company”)

Publication of Circular and Notice of General Meeting

On 16 September 2022, Capita announced the agreement to dispose of Pay360 Limited to Access PaySuite Ltd, a division of The Access Group (the ‘Disposal’).

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 a general meeting of Capita to be held at 10:30a.m. on 1 November 2022 at Linklaters LLP, One Silk Street, London EC2Y 8HQ (the “General Meeting”).

As set out in the Notice of General Meeting, the General Meeting will be held as a physical meeting. Capita will continue to closely monitor the latest Government guidance in respect of COVID-19 and how this may affect the arrangements for the General Meeting. If the UK Government reintroduces restrictions on public gatherings before the date of the General Meeting, Capita may be required to revise these arrangements, including by limiting physical attendance at the General Meeting. In such circumstances, Capita will make an announcement setting out the revised arrangements. Further information will be made available on our website at http://www.capita.com/investors/shareholder-information/gm-shareholder-questions and/or via a Regulatory Information Service. Capita shareholders should therefore monitor Capita’s website and regulatory news announcements for any updates relating to the General Meeting. Whether or not you intend to attend the General Meeting, you are encouraged to appoint a proxy to cast your votes on the resolution as soon as possible in the manner set out in the Circular and 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.

Barclays Bank PLC, acting through its Investment Bank (“Barclays”) is acting as sole financial adviser and sponsor to Capita on the Disposal.

For more information please contact:

Capita investor enquiries
Stuart Morgan
Director of Investor Relations
Tel: [phone]
Email: [e-mail]

LEI no. CMIGEWPLHL4M7ZV0IZ88

Capita media enquiries
Capita external communications
Tel: [phone]
Email: [e-mail]

Barclays (Financial Adviser and Sponsor to Capita)
Omar Faruqui
Osman Akkaya
Tel: [phone]

About Capita

Capita is a consulting, transformation and digital services business. Every day our 52,000 colleagues help millions of people, by delivering innovative solutions to transform and simplify the connections between government and citizens, businesses and customers. We partner with our 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 across three divisions – Capita Public Service, Capita Experience and Capita Portfolio – in the UK, Europe, India and South Africa. Capita is quoted on the London Stock Exchange (CPI.L). Further information can be found at: 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.

Barclays, which is authorised by the Prudential Regulation Authority (“PRA”) and regulated in the United Kingdom by the Financial Conduct Authority and the PRA, is acting exclusively for Capita and no one else in connection with the Disposal and will not be responsible to anyone other than Capita for providing the protections afforded to clients of Barclays nor for providing advice in relation to the Disposal or any other matter referred to in this announcement.

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