Circular re: Disposal and Notice of General Meeting

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt as to the action you should take, you should consult your stockbroker, bank manager, solicitor, accountant or other professional adviser authorised under the Financial Services and Markets Act 2000 ("FSMA") immediately, if you are in the United Kingdom, or from another appropriately authorised independent professional adviser if you are taking advice in a territory outside the United Kingdom.

If you sell or transfer or have sold or otherwise transferred all of your Shares, please send this document at once to the purchaser or transferee, or to the stockbroker, bank or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee. However, this document should not be forwarded, distributed or transmitted in or into any jurisdiction in which such act would constitute a violation of the relevant laws in such jurisdiction. If you have sold part of your holding of Shares in Capita plc ("Capita" or the "Company"), please retain this document and contact immediately the bank, stockbroker or other agent through whom the sale or transfer was effected.

CAPITA PLC

Incorporated in England and Wales with registered number 02081330

Proposed disposal of Capita's Pay360 payment solutions business

Circular to Shareholders

and

Notice of General Meeting

This document should be read as a whole. Your attention is drawn to the letter from the Chair of Capita which is set out on pages 8 to 15 of this document and which contains the unanimous recommendation from the Board that you vote in favour of the Resolution to be proposed at the General Meeting referred to below.

Notice of a General Meeting of the Company to be held at Linklaters LLP, One Silk Street, London EC2Y 8HQ at 10:30 a.m. on 1 November 2022 is set out at the end of this document. The General Meeting will be held as a physical meeting and Shareholders should refer to the Notice of General Meeting at the end of this document for further information.

Capita will continue to closely monitor the latest Government guidance in respect of COVID-19 and how this may affect the arrangements for the General Meeting. If the UK Government reintroduces restrictions on public gatherings before the date of the General Meeting, the Company may be required to revise these arrangements, including by limiting physical attendance at the General Meeting. In such circumstances, the Company will make an announcement setting out the revised arrangements. Further information will be made available on our website at http://www.capita.com/investors/shareholder-information and/or via a Regulatory Information Service. Shareholders should therefore monitor the Company's website and regulatory news announcements for any updates relating to the General Meeting.

Whether or not you intend to attend the General Meeting, you are encouraged to appoint a proxy to cast your votes on the Resolution as soon as possible in the manner set out below. A member may appoint a proxy online by following the instructions for the electronic appointment of a proxy at www.capitashares.co.uk. To be a valid proxy appointment, the member's electronic message confirming the details of the appointment completed in accordance with those instructions must be transmitted so as to be received by the Company's Registrars, Link Group by 10:30 a.m. on 28 October 2022. CREST members may use the CREST electronic proxy appointment service. Details of the CREST electronic appointment method are found in Notes 17 to 20 of the Notice of General Meeting set out at the end of this document. If you are an institutional investor, you may also be able to appoint a proxy electronically via the proxymity platform. Details of the proxymity platform appointment method are found in Note 10 of the Notice of General Meeting set out at the end of this document. Alternatively, hard copy forms for the appointment of a proxy are available on request from Link Group: email [e-mail] or call [phone]. Calls are charged at the standard geographic rate and will vary by provider. Calls from outside the United Kingdom will be charged at the applicable international rate. Lines are open 9:00 a.m. to 5:30 p.m., Monday to Friday excluding UK public holidays. Hard copy proxy appointment forms must be completed in accordance with the instructions that accompany them and delivered (together with any power of attorney or other authority under which it is signed, or a certified copy of such item) to Link Group, Proxy Department, 10th Floor, Central Square, 29 Wellington Street, Leeds LS1 4DL so as to be received by the same time as stated above for electronic proxy appointments.

The actions to be taken in respect of the General Meeting are set out in section 12 of the letter from the Chair of Capita which is set out on pages 8 to 15 of this document.

For a discussion of certain risk factors which should be taken into account when considering what action you should take in connection with the General Meeting, please see Part II (Risk Factors) of this document.

Barclays Bank PLC, acting through its Investment Bank ("Barclays"), which is authorised by the Prudential Regulation Authority ("PRA") and regulated in the United Kingdom by the Financial Conduct Authority ("FCA") and the PRA, is acting exclusively for the Company as Sponsor and financial adviser and no one else in connection with the Disposal, and will not be responsible to anyone other than the Company for providing the protections afforded to clients of Barclays nor for providing advice in relation to the Disposal or any other matter or arrangement referred to in this document.

Apart from the responsibilities and liabilities, if any, which may be imposed on Barclays by FSMA (as amended) or the regulatory regime established thereunder, or under the regulatory regime of any jurisdiction where the exclusion of liability under the relevant regulatory regime would be illegal, void or unenforceable, Barclays accepts no responsibility whatsoever for, or makes any representation or warranty, express or implied, as to the contents of this document, including its accuracy, completeness or verification or for any other statement made or purported to be made by it, or on its behalf, and nothing contained in this document is, or shall be, relied on as a promise or representation in this respect, whether as to the past or the future, in connection with Capita or the Disposal. Save for the aforementioned responsibilities and liabilities, if any, which may be imposed, Barclays and its subsidiaries, branches and affiliates accordingly disclaim, to the fullest extent permitted by law, all and any duty, liability and responsibility whether arising in contract, in tort or otherwise (save as referred to above) in respect of this document or any such statement or otherwise.

This document is dated 11 October 2022.

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TABLE OF CONTENTS

Page

EXPECTED TIMETABLE OF PRINCIPAL EVENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 CORPORATE DETAILS AND ADVISERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5 GENERAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6 PART I LETTER FROM THE CHAIR OF CAPITA PLC . . . . . . . . . . . . . . . . . . . . . . . . . . . 8 PART II RISK FACTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16 PART III SUMMARY OF THE TRANSACTION AGREEMENTS . . . . . . . . . . . . . . . . . . . . . 22 PART IV HISTORICAL FINANCIAL INFORMATION ON PAY360 . . . . . . . . . . . . . . . . . . . . 25 PART V UNAUDITED PRO FORMA STATEMENT OF NET ASSETS . . . . . . . . . . . . . . . . . 27 PART VI ADDITIONAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32 PART VII DOCUMENTATION INCORPORATED BY REFERENCE . . . . . . . . . . . . . . . . . . . 51 PART VIII DEFINITIONS AND GLOSSARY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 52 CAPITA PLC NOTICE OF GENERAL MEETING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 58

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EXPECTED TIMETABLE OF PRINCIPAL EVENTS

Announcement of the Disposal . . . . . . . . . . . . . . . . . . . .	16 September 2022
Publication and posting of this document and the Notice of
General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	11	October 2022
Latest time and date for receipt of forms of proxy . . . . . . .	10:30 a.m. on 28 October 2022
Latest time and date for receipt of CREST proxy appointment
instruction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	10:30 a.m. on 28	October 2022
Latest time and date for receipt of proxy appointment via
proxymity platform . . . . . . . . . . . . . . . . . . . . . . . . . . . .	10:30 a.m. on 28	October 2022
Record time and date for entitlement to vote at the General
Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6:00 p.m. on 28	October 2022
General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	10:30 a.m. on 1 November 2022
Expected date of Completion subject to the conditions being
satisfied . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	30 December 2022
Long Stop Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		16 June 2023

Notes:

All references to time in this document are to London time unless otherwise stated.

The dates given are based on the Company's current expectations and may be subject to change. If any of the times or dates above change, the Company will give notice of the change by issuing an announcement through a Regulatory Information Service.

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	CORPORATE DETAILS AND ADVISERS
Directors	David Lowden	Chair
	Jonathan Lewis	Chief Executive Officer
	Tim Weller	Chief Financial Officer
	Georgina Harvey	Senior Independent Director
	Nneka Abulokwe OBE	Independent Non-Executive Director
	John Cresswell	Independent Non-Executive Director
	Neelam Dhawan	Independent Non-Executive Director
	Janine Goodchild	Employee Director
	Brian McArthur-Muscroft	Independent Non-Executive Director
Company Secretary	Claire Denton
Registered Office	65 Gresham Street
	London
	EC2V 7NQ
	United Kingdom
Sponsor	Barclays Bank PLC, acting through its Investment Bank
	1 Churchill Place
	Canary Wharf
	London
	E14 5HP
	United Kingdom
Legal Adviser	Linklaters LLP
	One Silk Street
	London
	EC2Y 8HQ
	United Kingdom
Reporting	KPMG LLP
Accountant and	15 Canada Square
Auditor	London
	E14 5GL
	United Kingdom
Registrars	Link Group

10th Floor

Central Square

29 Wellington Street

Leeds

LS1 4DL

United Kingdom

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