Result of AGM

Capita plc

13 June 2017

Announcement of AGM Results

At the Annual General Meeting of Capita plc held on 13 June 2017, all the resolutions set out in the Notice of Meeting were approved by the shareholders which were voted by way of a poll. The results of the poll for each resolution were as follows:

	RESOLUTION	VOTES FOR	%	VOTES AGAINST	%	VOTES TOTAL	% of ISC VOTED	VOTES WITHHELD
1	To receive the financial statements and the reports of the Directors and the Auditor for the year ended 31 December 2016.	564,872,073	99.89	642,572	0.11	565,514,645	84.37%	32,737
2	To approve the Directors’ Remuneration Report, other than the part containing the Directors’ Remuneration Policy, in the form set out in the Company’s Annual Report and Accounts for the year ended 31 December 2016.	506,943,948	90.30	54,441,174	9.70	561,385,122	83.76%	4,162,260
3	To approve the Directors’ Remuneration Policy in the form set out in the Company’s Annual Report and Accounts for the year ended 31 December 2016.	503,933,237	89.23	60,805,629	10.77	564,738,866	84.26%	808,516
4	To declare a final dividend for the year ended 31 December 2016 of 20.6 pence per share.	565,241,682	99.95	304,698	0.05	565,546,380	84.38%	1,002
5	To elect Sir Ian Powell as a Director.	557,523,702	99.25	4,204,643	0.75	561,728,345	83.81%	3,819,037
6	To re-elect Andy Parker as a Director.	488,361,617	86.36	77,147,559	13.64	565,509,176	84.37%	38,206
7	To re-elect Nick Greatorex as a Director.	557,453,422	98.57	8,074,699	1.43	565,528,121	84.38%	19,261
8	To re-elect Vic Gysin as a Director.	557,617,796	98.60	7,910,657	1.40	565,528,453	84.38%	18,929
9	To re-elect Gillian Sheldon as a Director.	564,797,187	99.87	730,591	0.13	565,527,778	84.38%	19,604
10	To re-elect John Cresswell as a Director.	559,165,400	98.88	6,359,508	1.12	565,524,908	84.38%	22,474
11	To re-elect Andrew Williams as a Director.	564,466,886	99.81	1,060,051	0.19	565,526,937	84.38%	20,445
12	To elect Chris Sellers as a Director.	557,632,229	98.60	7,896,796	1.40	565,529,025	84.38%	18,357
13	To elect Matthew Lester as a Director.	564,035,776	99.74	1,493,249	0.26	565,529,025	84.38%	18,357
14	To re-appoint KPMG LLP as Auditor of the Company.	559,520,162	99.87	741,000	0.13	560,261,162	83.59%	5,286,220
15	To authorise the Audit and Risk Committee to fix the Auditor’s remuneration.	564,602,128	99.94	332,124	0.06	564,934,252	84.29%	613,130
16	To authorise the Directors to allot shares pursuant to Section 551 of the Companies Act 2006.	563,348,843	99.61	2,193,672	0.39	565,542,515	84.38%	4,867
17	To dis-apply statutory pre-emption rights pursuant to Section 570 of the Companies Act 2006.	565,009,275	99.91	523,321	0.09	565,532,596	84.38%	14,786
18	To approve the calling of a general meeting other than an annual general meeting on not less than 14 clear days’ notice.	541,470,685	96.12	21,862,709	3.88	563,333,394	84.05%	2,213,987
19	To renew the Company’s authority to make market purchases of its own ordinary shares pursuant to Section 701 of the Companies Act 2006.	560,375,589	99.09	5,137,939	0.91	565,513,528	84.37%	33,854
20	To adopt the Capita plc Long Term Incentive Plan 2017.	552,214,255	97.65	13,312,912	2.35	565,527,167	84.38%	20,214
21	To adopt the Capita plc 2017 Deferred Annual Bonus Plan.	563,953,233	99.72	1,573,092	0.28	565,526,325	84.38%	22,742
22	To adopt the Capita plc Save as You Earn Option Scheme 2017.	558,741,731	98.80	6,784,559	1.20	565,526,290	84.38%	21,093
23	To adopt the Capita plc Share Incentive Plan 2017.	564,923,279	99.89	603,275	0.11	565,526,554	84.38%	21,969

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 have been submitted to the National Storage Mechanism and can be viewed at http://www.morningstar.co.uk/uk/nsm

Enquiries:  Francesca Todd, Group Company Secretary, 020 720 0641