Directorate Change

Capita Board Update

Capita plc announces that Vic Gysin will be stepping down from the Board with immediate effect and leaving Capita at the end of January 2018 to pursue the next stage of his career.

Sir Ian Powell, Chairman, Capita plc said:

" Vic has committed his expertise and energy to Capita for over 16 years. He has been a valued member of the Capita Board for the past 7 years, serving as Chief Operating Officer and latterly Chief Operations and Performance Director.  He previously played key roles in successfully leading the implementation and delivery of some of our major contracts, and led the Insurance and Investor Services and Integrated Services Divisions. We thank him for his strong contribution and commitment to the Company during his career here and wish him well for the future.”

-Ends-

Notes:

 In accordance with his service agreement, Vic will receive the payments set out below (less any required tax withholdings). The payments are in full and final settlement of all claims against the Company and are in accordance with the Company’s remuneration policy, as set out in the Company’s Annual Report and Accounts.

1. Vic will receive salary and contractual benefits (including pension) up to 31 January 2018, together with a payment in lieu of accrued but not taken holiday entitlement as at that time.
2. Within 14 days of his ceasing employment, Vic will receive:
   1. a payment in lieu of notice equal to 12 months’ salary and contractual benefits (including pension) (£393,000); and
   2. £250 in consideration for enhanced post-employment undertakings.
3. Subject to achievement of the applicable Company financial performance measures (as determined by the Remuneration Committee), Vic will receive a cash bonus of up to 200% salary in respect of the 2017 financial year. No time pro-rating will be applied as Vic will have been in employment for the full 2017 financial year. The cash bonus will be paid in February 2018, subject to the Company’s policy on clawback. No deferral will be required. Vic will not receive any bonus in respect of the 2018 financial year.
4. Vic holds restricted shares over 15,258 Company shares and nil-cost options over 17,109 Company shares under the Company’s Deferred Annual Bonus Plan which will be released / become exercisable for three months, as applicable, on 31 January 2018.
5. Vic holds outstanding awards granted under the Company’s Long Term Incentive Plan as follows:
   1. nil-cost options over 73,666 Company shares granted in 2015;
   2. nil-cost options over 88,495 Company shares granted in 2016;
   3. nil-cost options over 143,362 Company shares granted in 2017.

These awards will remain capable of vesting in accordance with the rules of the plan, subject to achievement of the applicable performance measures, reduced pro-rata to reflect Vic’s period of employment as a proportion of each award’s three-year vesting period.

1. Up to £5,000 (excluding VAT) will be paid directly to third party service providers in respect of legal services.
2. Up to £6,000 (excluding VAT) will be paid directly to third party service providers in respect of outplacement and training services.
3. Vic will be reimbursed for any outstanding expenses properly incurred on behalf of the Company.
4. Vic will receive continued life assurance cover and private medical insurance cover consistent with current levels until 31 January 2019.

Full details of all payments made to and receivable by Vic will be disclosed in the Directors’ Remuneration Report within the Company’s Annual Report and Accounts for the year ending 31 December 2017, and subsequent years, as appropriate.

Capita plc                                 Tel: [phone]

Shona Nichols, Executive Director

Corporate Communications

Andrew Ripper, Head of Investor Relations

Capita press office                        Tel: [phone]