Director/PDMR Shareholding

Capita plc

("Capita" or the "Company")

Notification and public disclosure of transactions by persons discharging managerial responsibilities and persons closely associated with them

16 September 2024

On 12 September 2024, the following restricted share award ("2024 RSA") was granted over the Company's Ordinary 2 1/15p shares ("Ordinary Shares") to Pablo Andres.

The 2024 RSA granted to Pablo Andres, Chief Financial Officer, will normally vest on 10 May 2027, subject to: (i) continued employment; and (ii) a positive assessment of performance against two underpins (as detailed below).

The underpin conditions attached to Mr Andres' 2024 RSA include:  

• Underpin 1: Capita's total shareholder return over the three-year period ending 31 December 2026 must be positive; and
• Underpin 2: the Remuneration Committee must be satisfied with the underlying performance of the Company from the Award Date until the Normal Vesting date and that there have been no environmental, social or governance issues resulting in material reputational damage. If this is not deemed to be met, the Committee will consider a reduction of the final vesting level of the RSAs (including to nil).

The information set out below is provided in accordance with the requirements of Article 19 of the UK Market Abuse Regulation

1. Details of the person discharging managerial responsibilities / person closely associated
a) Name	Pablo Andres
2. Reason for the notification
a) Position/status	Chief Financial Officer (Director)
b) Initial notification /Amendment	Initial notification
3. Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a) Name	Capita plc
b) LEI	CMIGEWPLHL4M7ZV0IZ88
4. Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a) Description of the financial instrument, type of instrument Identification code	Ordinary shares of 2 1/15p each GB00B23K0M20
b) Nature of the transaction	Grant of nil cost options over Capita ordinary shares under the Capita Plc Executive Plan 2021
c) Price(s) and volume(s)	Price(s)	Volume(s)
	£nil	1,241,721
d)Aggregated information -Aggregated volume -Price	1,241,721 £nil
e) Date of transaction	12 September 2024
f) Place of transaction	Outside of a trading venue

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