Capita PLC

Proxy Solicitation & Information Statement • Apr 3, 2013

ATTENDANCE CARD

Capita plc - ANNUAL GENERAL MEETING

You may submit your proxy electronically using the Share Portal service at www.capitashares.co.uk. To vote online you will need to log in to your Share Portal account or register for the Share Portal if you have not already done so. To register for the Share Portal you will need your investor code set out below. Once registered you will immediately be able to vote.

1 2 3 4 5 6 7 8 9 10	If you wish to appoint multiple proxies please see note 1 over. Please mark ' ' to indicate RESOLUTIONS how you wish to vote To receive the Financial Statements and the Reports of the Directors and the Auditors for the year ended 31 December 2012. To approve the Directors' remuneration report for the year ended 31 December 2012. To declare a final dividend of 15.6p per share. To re-elect Martin Bolland as a Director. To re-elect Paul Pindar as a Director. To re-elect Gordon Hurst as a Director. To re-elect Maggi Bell as a Director. To re-elect Vic Gysin as a Director. To re-elect Andy Parker as a Director. To re-elect Paul Bowtell as a Director.	Vote Withheld Against For	11 12	RESOLUTIONS the Company. remuneration. section 551 of the Act. section 570 of the Act. purchases of its own shares.	Please also tick here if you are appointing more than one proxy. Please mark ' ' to indicate how you wish to vote To re-elect Martina King as a Director. To elect Gillian Sheldon as a Director. 13 To re-appoint KPMG Auditors Plc as Auditors of 14 To authorise the Directors to fix the Auditors' 15 To authorise the Directors to allot shares pursuant to 16 To disapply statutory pre-emption rights pursuant to 17 That a general meeting (other than an AGM) notice period may be not less than 14 clear days. 18 To renew the Company's authority to make market	Vote Withheld Against For
	I/we being a member of the Company hereby appoint the Chairman of the meeting or (see note 1 over) Name of proxy as my/our proxy to vote on my/our behalf at the Annual General Meeting of the Company to be held on Tuesday 14 May 2013 at 11.00am and at any adjournment thereof. I have indicated with a ' ' how I/we wish my/our votes to be cast on the following resolutions:	Number of shares proxy appointed over			investor code: event code:
					barcode:
	FORM OF PROXY Capita plc - ANNUAL GENERAL MEETING				11.00am on Friday 10 May 2013.
	investor code:				639 3399 (if calling from outside the UK). Please note the deadline for receiving proxies is
	If you wish to attend this meeting in your capacity as a holder of Ordinary Shares, please sign this card and on arrival hand it to the Company's registrars. This will facilitate entry to the meeting. barcode: Signature of person attending				You can now access the 2012 Annual Report and Notice of AGM by visiting this website: www.capita.co.uk If you wish to receive a paper copy of the Annual Report and/or the Notice of AGM, please contact Capita Registrars, 34 Beckenham Road, Beckenham, Kent BR3 4TU. Telephone 0871 664 0300 (calls cost 10 pence per minute plus network extras, lines are open 8.30am to 5.30pm Monday to Friday) or on +44 208
	To be held at: Deutsche Bank, 1 Great Winchester Street, London, EC2N 2DB on Tuesday 14 May 2013 at 11.00am.
					Important – please read carefully

75505 Capita proxy.indd 1								21/3/13 17:36:18
Job No	75505 Capita plc			Date started	28.02.13	Started by	Tammy
Template name	62270	Date amend ed	21.03.13	Amend ed by	ann a	Proof no	4
Saved in	Proxy	Size	A4 210x297mm	Colours	BLA CK
Previous job no	72976	A/c hand ler	CC STU DIO	Client's name	J Curtis

director, secretary).

Notice of Availability – Notice

Notes

• 1. Every holder has the right to appoint some other person(s) of their choice, who need not be a shareholder as their proxy to exercise all or any of their rights, to attend, speak and vote on their behalf at the meeting. If you wish to appoint a person other than the Chairman, please insert the name of your chosen proxy holder in the space provided (see below). If the proxy is being appointed in relation to less than your full voting entitlement, please enter in the box next to the proxy holder's name the number of shares in relation to which they are authorised to act as your proxy. If left blank your proxy will be deemed to be authorised in respect of your full voting entitlement (or if this proxy form has been issued in respect of a designated account for a shareholder, the full voting entitlement for that designated account).
• 1. To appoint more than one proxy you may photocopy this form. Please indicate the proxy holder's name and the number of shares in relation to which they are authorised to act as your proxy (which, in aggregate, should not exceed the number of shares held by you). Please also indicate if the proxy instruction is one of multiple instructions being given. All forms must be signed and should be returned together in the same envelope.
• 1. Any person to whom the notice of meeting is sent who is a person nominated under section 146 of the Companies Act 2006 to enjoy information rights (a "Nominated Person") may, under an agreement between him/her and the shareholder by whom he/ she was nominated, have a right to be appointed (or to have someone else appointed) as a proxy for the Annual General Meeting. If a Nominated Person has no such proxy appointment right or does not wish to exercise it, he/she may, under any such agreement, have a right to give instructions to the shareholder as to the exercise of voting rights.
• 1. The 'Vote Withheld' option overleaf is provided to enable you to abstain on any particular resolution. However, it should be noted that a 'Vote Withheld' is not a vote in law and will not be counted in the calculation of the proportion of the votes 'For' and 'Against' a resolution.
• 1. Entitlement to attend and vote at the meeting and the number of votes which may be cast thereat will be determined by reference to the Register of Members of the Company at 6.00pm on the day which is two business days before the day of the meeting or adjourned meeting. Changes to entries on the Register of Members after that time shall be disregarded in determining the rights of any person to attend and vote at the meeting.
• 1. To appoint one or more proxies or to give an instruction to a proxy (whether previously appointed or otherwise) via the CREST system, CREST messages must be received by the issuer's agent (ID number RA10) by 11.00am on Friday 10 May 2013. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp generated by the CREST system) from which the issuer's agent is able to retrieve the message. The Company may treat as invalid a proxy appointment sent by CREST in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001.
• 1. Overleaf is how your address appears on the Register of Members. If this information is incorrect please ring the Registrar's helpline on 0871 664 0300 (UK calls cost 10p per minute plus network extras - lines are open 8.30am to 5.30pm Monday to Friday) to request a change of address form.
• 1. The completion and return of this form will not preclude a member from attending the meeting and voting in person. If you attend the meeting in person, your proxy appointment will automatically be terminated.
• 1. To be effective, all votes must be lodged by 11.00am on Friday 10 May 2013 at the office of the Company's registrars at: Capita Registrars, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU.
• 1. This form is issued only to the addressee(s) and is specific to the unique designated account printed hereon. This personalised form is not transferable between different (i) account holders; or (ii) uniquely designated accounts. The Company and Capita Registrars accept no liability for any instruction that does not comply with these conditions.

Business Reply Licence Number RSBH-UXKS-LRBC

PXS 34 Beckenham Road Beckenham BR3 4TU