Capita plc

(“Capita” or the “Company”)

Publication of Circular and Notice of General Meeting

On 21 June 2021, Capita and the Cabinet Office announced their agreement to dispose of their shareholdings in AXELOS Limited (“AXELOS”) to PeopleCert International Limited (the “Disposal”). AXELOS is owned by Capita (51 per cent. interest) and the Cabinet Office (49 per cent. interest).

The Disposal constitutes a Class 1 transaction for Capita under the Listing Rules and is therefore conditional upon, amongst other things, the approval of Capita shareholders at a general meeting of the Company.

Capita is pleased to announce that a shareholder circular in relation to the Disposal (the “Circular”) has been published today, having received approval from the Financial Conduct Authority. The Circular will be sent to Capita shareholders (other than those who have elected or who have been deemed to have elected for notification by electronic communication) shortly.

The Circular contains further information on the Disposal and a notice convening an extraordinary general meeting of Capita to be held at 10.30 a.m. on 15 July 2021 at Linklaters LLP, One Silk Street, London EC2Y 8HQ (the “General Meeting”).

As set out in the Notice of General Meeting, the well-being of our Shareholders and employees is vitally important to Capita and, while it is possible for Shareholders to attend the General Meeting in person in accordance with the latest Government guidance, Shareholders are strongly encouraged not to attend the General Meeting in person unless considered absolutely necessary and Shareholders are instead encouraged to either attend and vote by electronic means or vote by proxy on the Resolution. Shareholders are able to attend the General Meeting electronically by accessing the General Meeting website: https://web.lumiagm.com. Full details of how to participate electronically in the General Meeting are set out in the Notice of General Meeting.

Copies of the following documents have been submitted to the National Storage Mechanism and will shortly be available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism:

-  Circular

-  Notice of General Meeting

These documents will also be available to view on the Company’s website at http://www.capita.com/investors/shareholder-information/gm-shareholder-questions from the date of this announcement up to and including the date of the General Meeting.

Goldman Sachs International is acting as sponsor to Capita on the Disposal.

For more information please contact:

Capita investor enquiries

Stuart Morgan

Director of Investor Relations

Tel: 07989 665484

Email: IRteam@capita.co.uk

LEI no. CMIGEWPLHL4M7ZV0IZ88

Capita media enquiries

Capita external communications

Tel: 0207 654 2399

Email: media@capita.co.uk

Goldman Sachs (Sponsor to Capita)

Tel: 0207 774 1000

Capita is a consulting, transformation and digital services business. Every day our 55,000 colleagues help millions of people, by delivering innovative solutions to transform and simplify the connections between businesses and customers, governments and citizens. We partner with clients and provide the insight and cutting-edge technologies that give time back, allowing them to focus on what they do best and making people’s lives easier and simpler. We operate in the UK, Europe, India and South Africa – and currently across six divisions: Customer Management; Government Services; People Solutions; Software; Specialist Services; and Technology Solutions, shortly to be simplified into three divisions. Capita is quoted on the London Stock Exchange (CPI.L). Further information can be found at: http://www.capita.com

Important Notices

This announcement is an announcement and not a circular or prospectus or equivalent document and prospective investors should not make any investment decision on the basis of its contents. Nothing in this announcement constitutes an offer of securities for sale in any jurisdiction. Shareholders are advised to carefully read the Circular. Any response to the Disposal should be made only on the basis of the information in the Circular.

If you are in any doubt as to what action you should take in relation to this announcement or the Circular, you are recommended to seek your own personal financial advice immediately from your stockbroker, bank manager, solicitor, accountant or other independent financial adviser authorised under the Financial Services and Markets Act 2000, or from another appropriately authorised independent financial adviser.

This announcement is not for release, publication or distribution, in whole or in part, in, into or from any jurisdiction where to do so would constitute a violation of the relevant laws of that jurisdiction. Persons into whose possession this announcement comes should inform themselves about, and observe, such restrictions. Any failure to comply with the restrictions may constitute a violation of the securities laws of any such jurisdiction.

Goldman Sachs International, which is authorised by the Prudential Regulation Authority (the “PRA”) and regulated by the Financial Conduct Authority and the PRA in the United Kingdom, is acting exclusively for Capita and no one else in connection with the matters referred to in this announcement and will not be responsible to anyone other than Capita for providing the protections afforded to clients of Goldman Sachs International, or for providing advice in relation to the matters referred to in this announcement.

ENDS