Company Announcements

10 May 2022

Capita plc

Announcement of AGM Results

At the Annual General Meeting of Capita plc held on 10 May 2022 at One Silk Street, London EC2V 7NQ, all the resolutions set out in the Notice of Meeting were approved by the shareholders which were voted by way of a poll.  The Board would like to thank all shareholders who participated in the AGM. The results of the poll for each resolution are provided in the table below.

Resolution 11: Re-election of Lyndsay Browne as a Director

The Board notes, and is disappointed, that Resolution 11 received less than 80% of the votes cast in favour. 

The Board is proud to have been the first FTSE250 Company since the late 1980s to have appointed Employee Directors.  Lyndsay has been an Employee Director since July 2019, and the Board has valued her contribution.   Lyndsay is a member of the Remuneration Committee and as an Employee Director is not considered independent.  However, the Board continues to believe in the importance of bringing the contributions of its Employee Directors into Committee meetings and considers that the value of the employee perspective brought by Lyndsay is of considerable value to this Committee.

However, the Board notes the concerns of certain shareholders that Lyndsay as a non-independent director is a member of the Remuneration Committee.  The Board will consult with shareholders on this matter to further understand and address their concerns.

A further statement detailing the outcome of the Company’s discussion with its shareholders, including any actions taken as a result, will be published by the Company by no later than 10 November 2022 in accordance with the UK Corporate Governance Code 2018.

Resolution 2: 2021 Directors’ Remuneration Report

Resolution 2 to approve the Directors’ Remuneration Report for the year ended 31 December 2021 was approved by c.98% of votes cast. 

However, following discussions between the Chair of the Remuneration Committee and a number of Capita’s major shareholders, the Board confirms that it is the Company’s intention to repay the furlough related income of c.£5m received in 2021 under the Coronavirus Job Retention Scheme.  The repayment will be made at the end of the Company’s publicly stated disposal programme and no later than the end of H1 2023.

   RESOLUTION        VOTES       %      VOTES      %      VOTES       % OF    VOTES
                      FOR              AGAINST             TOTAL      ISC   WITHHELD
                                                                     VOTED

1  To approve    1,174,139,956 99.98     225,565  0.02 1,174,365,521 69.73% 1,670,882
   the Report &
   Accounts for
   the year
   ended 31
   December 2021

2  To approve    1,148,723,621 98.01  23,356,565  1.99 1,172,080,186 69.59% 3,956,217
   the
   Directors’
   Remuneration
   Report

3  To re-elect   1,140,623,934 97.09  34,233,861  2.91 1,174,857,795 69.75% 1,178,613
   Jonathan
   Lewis as a
   Director

4  To elect Tim  1,100,753,777 93.64  74,709,377  6.36 1,175,463,154 69.79%   573,249
   Weller as a
   Director

5  To re-elect   1,165,589,473 99.21   9,315,979  0.79 1,174,905,452 69.76% 1,130,951
   David Lowden
   as a Director

6  To re-elect   1,174,991,853 99.96     476,704  0.04 1,175,468,557 69.79%   567,846
   Matthew
   Lester as a
   Director.

7  To re-elect   1,169,215,689 99.47   6,255,348  0.53 1,175,471,037 69.79%   565,371
   Georgina
   Harvey as a
   Director

8  To re-elect   1,174,369,496 99.91   1,107,783  0.09 1,175,477,279 69.79%   559,124
   John
   Cresswell as
   a Director

9  To elect      1,141,920,592 97.14  33,566,157  2.86 1,175,486,749 69.79%   549,659
   Nneka
   Abulokwe as a
   Director

10 To re-elect   1,172,771,385 99.79   2,455,663  0.21 1,175,227,048 69.78%   809,355
   Neelam Dhawan
   as a Director

11 To re-elect     889,140,039 75.64 286,315,530 24.36 1,175,455,569 69.79%   580,834
   Lyndsay
   Browne as a
   Director

12 To re-elect   1,153,839,991 98.16  21,626,448  1.84 1,175,466,439 69.79%   569,964
   Joseph Murphy
   as a Director

13 To re-appoint 1,153,818,670 98.16  21,634,550  1.84 1,175,453,220 69.79%   583,188
   KPMG as
   Auditor of
   the Company

14 To authorise  1,064,239,707 90.57 110,863,994  9.43 1,175,103,701 69.77%   932,702
   the Audit &
   Risk
   Committee to
   fix the
   Auditor’s
   remuneration.

15 To authorise  1,169,583,776 99.50   5,870,081  0.50 1,175,453,857 69.79%   582,546
   the Directors
   to allot
   shares

16 To authorise  1,141,807,298 97.14  33,657,075  2.86 1,175,464,373 69.79%   572,030
   the Company
   to dis-apply
   statutory
   pre-emption
   rights

17 To approve    1,170,518,868 99.58   4,947,459  0.42 1,175,466,327 69.79%   570,076
   the calling
   of a general
   meeting other
   than an
   annual
   general
   meeting on
   not less than
   14 clear
   days’ notice.

18 To authorise  1,175,016,279 99.97     410,660  0.03 1,175,426,939 69.79%   609,464
   market
   purchase of
   shares

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 https://data.fca.org.uk/#/nsm/nationalstoragemechanism

Enquiries:  Claire Denton, Chief General Counsel and Company Secretary, Telephone number: +44 (0) 20 7799 1525