Capita PLC

Pre-Annual General Meeting Information • May 4, 2020

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title: HouseStyle
author: Any Authorised User
date: 2020-05-04 15:17:00+00:00

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CAPITA PLC

(the “Company”)

PARTICULARS OF RIGHTS ATTACHING TO THE 2 1/15P ORDINARY SHARES (the “Shares”) IN THE CAPITAL OF THE COMPANY

Voting rights (including any voting rights that only arise in particular voting circumstances)

Each share carries the right to one vote on a poll. On a vote by show of hands each member present in person has one vote, and each member present in proxy has one vote subject to the provisions of the Articles where a proxy has been appointed by more than one member. The right to vote is determined by reference to the register of members at a time specified in the notice of meeting, being not more than 48 hours (disregarding non-working days) before the general meeting in question.

Dividend rights

All dividends shall be declared and paid according to the amounts paid up on the Shares. Dividends may only be paid out of profits available for distribution and interim dividends may be paid as decided by the directors. Shareholders may declare a final dividend in an amount not exceeding the amount recommended by directors. The Company may, with the authority of an ordinary resolution, offer scrip dividends.

Any dividend unclaimed for a period of twelve years from the date the dividend was declared or became due for payment will be forfeited and shall revert to the Company. If any dividend is returned undelivered, left uncashed or rejected on two consecutive occasions, or on one occasion and reasonable enquiries have failed to establish another address or account of the person entitled to the payment, the Company is not obliged to send or transfer a dividend in respect of such share to such person until s/he notifies the Company of an address or account to be used for such purpose.

Pre-emption rights in offers for subscription of securities of the same class

Any equity securities issued by the Company for cash must first be offered to the holders of the Shares in proportion to their shareholdings under the Companies Act 2006. Such pre-emption rights may be disapplied by a special resolution of the shareholders, whether generally or specifically, for a maximum period not exceeding five years.

Rights to share in the issuer’s profits

The Shares do not carry any rights to share in the Company’s profits.

Rights to share in any surplus in the event of liquidation

The Shares do not carry any rights to share in any surplus (including in the event of liquidation) other than those that exist as a matter of law.

Redemption provisions.

The Shares are not redeemable.

Conversion provisions

The Shares are not convertible.

May 2020