AGM Information • May 11, 2021
AGM Information
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At an Annual General Meeting of the Company, duly convened and held at Linklaters LLP, One Silk Street, London, EC2Y 8HQ and electronically via online meeting platform, on Tuesday 11 May 2021 at 11.00 a.m. the following resolutions were passed:
The seventeenth resolution having been put to the meeting and after determination of the votes cast on the poll IT WAS RESOLVED THAT, in place of any existing authority conferred upon them for the purpose of Section 551 of the Companies Act 2006, the Directors be generally and unconditionally authorised pursuant to and in accordance with Section 551 of the Companies Act 2006 to exercise all the powers of the Company to allot shares in the Company and to make offers or agreements to allot shares or grant rights to subscribe for or to convert any security into such shares ('Allotment Rights') up to an aggregate nominal amount of £11,497,373, provided that this authority shall (unless otherwise revoked or renewed), expire at the close of business on 30 June 2022 or, if earlier, on the conclusion of the Company's next Annual General Meeting, save that the Company may make any offer or agreement before such expiry which would or might require shares to be allotted or Allotment Rights to be granted after such expiry and the Directors may allot shares or grant Allotment Rights under any such offer or agreement as if the authority had not expired. All authorities vested in the Directors on the date of the notice of this meeting to allot shares or to grant Allotment Rights that remain unexercised at the commencement of this meeting are revoked, without prejudice to any allotment of the securities pursuant thereto.
The eighteenth resolution having been put to the meeting and after determination of the votes cast on the poll IT WAS RESOLVED THAT, the rules of the Capita plc Executive Plan 2021 (the "Executive Plan") described in the circular of which the notice containing this resolution forms part and in the form produced in draft to the meeting, and for the purposes of identification initialled by the Chairman of the meeting, are hereby approved and adopted and that the directors are hereby authorised to:
The nineteenth resolution having been put to the meeting and after determination of the votes cast on the poll IT WAS RESOLVED THAT, subject to the passing of Resolution 17 in the notice of this meeting, the Directors be authorised pursuant to Sections 570 and 573 of the Companies Act
2006 to make allotments of equity securities, as defined in Section 560(1) of the Companies Act 2006, wholly for cash pursuant to the authority conferred on them by Resolution 17 in the notice of this meeting or by way of a sale of treasury shares (by virtue of Section 560(3) of the Companies Act 2006) and, in each case:
as if Section 561 of that Act did not apply to any such allotment, and such authority shall (unless otherwise revoked or renewed), expire at the close of business on 30 June 2022 or, if earlier, on the conclusion of the Company's next Annual General Meeting, save that the Company may make any offer or agreement before such expiry which would or might require shares to be allotted or Allotment Rights to be granted after such expiry and the Directors may allot shares or grant Allotment Rights under any such offer or agreement as if the authority had not expired.
For the purposes of this Resolution, the nominal amount of any securities shall be taken to be, in the case Allotment Rights, the nominal amount of such shares which may be allotted pursuant to such rights.
For the purposes of this Resolution, 'pre-emptive offer' means an offer of equity securities that is open for acceptance for a period determined by the Directors to the holders of ordinary shares in the Company (other than the Company) on the register on any fixed record date in proportion to their holdings of ordinary shares (and, if applicable, to the holders of any other class of equity security in accordance with the rights attached to such class), subject in each case to such exclusions or other arrangements as the Directors may deem necessary or appropriate in relation to fractions of such securities, the use of more than one currency for making payments in respect of such offer, any such shares or other securities being represented by depositary receipts, treasury shares, any legal or practical problems in relation to any territory or the requirements of any regulatory body or any stock exchange.
The twentieth resolution having been put to the meeting and after determination of the votes cast on the poll IT WAS RESOLVED THAT, any general meeting of the Company that is not an Annual General Meeting may be called by not less than 14 clear days' notice.
The twenty-first resolution having been put to the meeting and after determination of the votes cast on the poll IT WAS RESOLVED THAT, the Company is generally and unconditionally authorised pursuant to Section 701 of the Companies Act 2006 to make market purchases (as defined in Section 693 of that Act) of ordinary shares of the Company provided that:
ordinary shares as derived from the London Stock Exchange's Daily Official List for the five business days immediately preceding the date on which such share is contracted to be purchased or (ii) the higher of the price of the last independent trade of an ordinary share and the highest current independent bid for an ordinary share on the trading venue where the market purchase by the Company pursuant to the authority conferred by this Resolution will be carried out;
Group Company Secretary Capita plc
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