Organisation and Directorate Change Announcement

10 November 2016

Organisation and Directorate Change Announcement

Summary - operating and management restructure

Capita plc (“Capita”) the UK’s leading provider of technology-enabled customer and back office business process management services announces a new operating and management structure to position the Company strongly for future growth.

Capita’s focus is on providing the expertise and capability to deliver professional services and technology-enabled solutions that support and create value for clients across the private and public sectors in the UK and Europe.

Andy Parker, CEO Capita plc said: “Capita’s purpose is to create value for our clients by making processes smarter, organisations more efficient and customer experiences better. Our core business strategy is robust and our target markets continue to have good growth potential. As the Company evolves and grows we need to ensure that we have the right focus, structure and management teams in place to support this growth.

“Today we are announcing that Capita is reshaping and simplifying its organisational and management structure to deliver organic growth and good financial performance in 2017 and beyond.

“We have also made changes to the Board. We have changed how the divisions report to the Board to increase oversight and have created a new role on the Board to strengthen our operational control and ensure service excellence across the entire Company.”

Additionally, in line with Capita’s senior management succession strategy, the Company sets out their plan to facilitate a smooth transition prior to the planned retirement of Maggi Bell, Group Business Development Director, in 2017.

Next steps - strategy and pre-close trading update

A pre-close 2016 trading update announcement will be made as planned in early December.

At that time, we will additionally provide an update on the scale and anticipated ongoing benefits of current cost reduction actions and provide details of the Group’s strategy to support future profitable growth.

Details of divisional structure and reporting

Capita’s new structure will:

*provide greater management strength and depth across all of Capita’s operations to address the distinct requirements of the Company’s client partnerships and service offerings

*accelerate and enhance focus on emerging technologies to ensure clients benefit from leading digital solutions, artificial intelligence, robotics, open data and Internet of Things

*provide a deeper sales and business development focus and greater support in driving organic growth

*maintain and develop the best talent and capabilities to deliver valuable outcomes for all clients.

Capita is reorganising its current businesses and operations into six divisions. Each division will be led by an Executive Officer (EO), with overall responsibility for their division’s operational excellence, client satisfaction, financial performance and profitable growth. The EOs will report directly to the CEO, Andy Parker, and have regular interface with the wider Board, increasing transparency and oversight. The former position of COOs, to whom the divisions use to report, has been removed.

Each EO will be supported by a senior management team that reflects the distinct characteristics of each division - individual client needs, growth potential and specific commercial and operational requirements.

Capita’s six new divisions are:

1. Private Sector Partnerships

   Our private sector business process and customer management partnerships, primarily across the telecoms, retail, automotive, insurance and retail banking sectors. Includes our UK and European operations.

2. Public Service Partnerships

   Our business process and customer management partnerships across local and central government, including defence, health and welfare benefits administration;

   Real Estate & Property Services.

3. Professional Services

   Corporate Services (services to support, develop and motivate organisations’ workforces); Specialist Services (high growth commercialised public sector assets and JVs).

4. Asset Services

   Shareholder solutions, fund solutions, trust and corporate solutions and debt and banking solutions.

5. Digital & Software Services

   Sector specific and task specific software and services, digital, data and emerging technologies solutions.

6. IT Services

   Specialist network solutions, IT managed and infrastructure services and IT equipment solutions.

All six divisions are client facing and have strong organic growth potential. Additionally, two of the divisions, Digital & Software Services and IT Services, also have important internal roles, adding valuable capability that helps to fuel the growth of the rest of Group and support the divisions’ operations.

Capita plc Board

Changes to the Board have been made to increase Board oversight and transparency and ensure a clear focus on good financial performance, consistent growth, and operational control and service excellence. The Executive Directors of the Capita plc Board and their roles are detailed below:

* Andy Parker, Chief Executive - overall strategic direction of the Company and direct oversight of Capita’s divisions with the six Divisional Executive Officers now reporting directly to him.

* Nick Greatorex, Group Finance Director - overall control and responsibility for all financial aspects of the Company’s strategy.

* Maggi Bell, Group Business Development Director – overall responsibility for driving forward organic growth across the Company.

* Vic Gysin, in a newly created role, Group Operations & Performance Director, overall responsibility for working with the Divisional EOs and their management teams to ensure service excellence and client satisfaction across the Company.

Stepping down from the Board: Dawn Marriott-Sims has decided to step down from the Board and is leaving the Company with immediate effect. Andy Parker commented, “On behalf of the Board, I would like to thank Dawn for her strong contribution to the Board and the Company over the past 16 years. Dawn has played a key role in leading and developing many businesses across Capita and has been passionate and successful in attracting, motivating and developing talent across the Company. We wish her well with her future career.”

Succession for Group Business Development Director: Capita additionally announces that to facilitate an orderly transition when Maggi Bell’s planned retirement takes place next year, Maggi will step down from the Board at the end of December 2016 and be succeeded by Chris Sellers who will join the Board on 1 January 2017. Maggi will retire from Capita at the end of June 2017 after facilitating a smooth transfer of her responsibilities.

Andy Parker commented: “Maggi is an exceptional member of the Capita Board and has played a key role throughout her career at Capita in driving forward organic growth across both our traditional and new markets. She has built up and will hand over an exceptional business development leadership and support team for Chris to take forward. Maggi’s strong focus, incisiveness and above all her passion and energy will be truly missed and we wish her well in pursuing her philanthropic interests when she retires in 2017.

Chris Sellers first joined Capita in September 2005 as a director in the Central Business Development team. Chris has a depth of business development and operational experience across a wide range of sectors and organisations, along with a detailed knowledge of Capita. His expertise lies in technology enabled transformation, across both public and private sectors, and the commercialisation of Intellectual Property assets (eg AXELOS and Fera Science). Chris has been member of Capita’s Executive Management Board since 2010.

From 1 January 2017, the Board will therefore consist of 4 Executive Directors and 5 Non-Executives including Ian Powell, who assumes the Chairmanship from 1 January 2017.

-Ends-

Notes:

1. A financial reconciliation between the old and new divisional structure will be provided in due course to the investment community.

2. Maggi Bell will receive no further payments for salary following her retirement on 30 June 2017. She will receive any bonus earned for the year to 31 December 2016 as a cash payment at the end of February 2017. In respect of her share options that mature following the performance period to 31 December 2016, these will be vested in accordance with performance conditions achieved at the time of measurement. The remaining Long Term Incentive Plans awards made in 2015 and 2016 will be pro-rated in line with service and will be exercisable at the end of the vesting periods. Malus will continue to apply for the Long Term Incentive Plans and Deferred Annual Bonus matching awards in line with the Remuneration Policy.

3. Chris Sellers’ remuneration package will be disclosed in the Annual Report and Accounts 2016, after it has been finalised.

4. There is no additional information regarding Chris Sellers required to be disclosed pursuant to paragraph LR.9.6.13R of the Listing Rules of the Financial Conduct Authority.

5. Dawn Marriott-Sims will be made a payment in lieu of notice in respect of her basic salary, car and pension allowance only for her 12 month notice period.  She will also be paid a compensation payment of £30,000, such amount being considered by the Remuneration Committee, in line with Capita’s remuneration policy, to be equitable having regard to the circumstances. She will receive any bonus earned for the year to 31 December 2016 as a cash payment at the end of February 2017 in line with the policy. In respect of her share awards that mature following the performance period to 31 December 2016, these will be vested in accordance with performance conditions achieved at the time of measurement in full. The remaining Long Term Incentive Plans awards made in 2015 and 2016 will be pro-rated in line with service and will be exercisable at the end of the vesting periods and subject to the performance conditions being met. Malus and clawback will continue to apply for the Long Term Incentive Plans and Deferred Annual Bonus matching awards in line with the Remuneration Policy and the rules of the plans.

For further information:

Capita plc
Tel: [phone]

Andy Parker, Chief Executive Officer
Shona Nichols, Executive Director, Communications
Andrew Ripper, Head of Investor Relations

Media enquiries

FTI Consulting
Andrew Lorenz/Nick Hasell
Tel: [phone]

About Capita

Capita is a leading UK provider of technology-enabled customer and business process services and integrated professional support services. With 75,000 people at over 500 sites, including 94 business centres across the UK, Europe, India and South Africa, Capita uses its expertise, infrastructure and scale benefits to transform its clients' services, driving down costs and adding value. Capita is quoted on the London Stock Exchange (CPI.L), and is a constituent of the FTSE 100 with 2015 revenue of £4.7 billion. Further information on Capita can be found at: www.capita.com.