Capita PLC

Remuneration Information • Apr 21, 2020

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Capita plc - Changes to Director/PDMR Remuneration

PR Newswire

London, April 21

Capita plc – Changes to Director/PDMR Remuneration

21 April 2020

Today Capita plc (Capita or the Company) is updating the market on senior management remuneration, ahead of the Company’s AGM on 25 June 2020. This includes changes in awards to Directors and PDMRs, and comes in the context of the ongoing Covid-19 crisis.

In an RNS released on 27 March 2020, Capita outlined a number of robust and wide-ranging actions being taken to protect its financial position, including significant temporary reductions in salary/fees for senior management and the Board. The Executive and Non-Executive Directors have taken 25% temporary cuts in salary/fees, effective from 1 April 2020, while temporary salary reductions are also applying to all members of the Executive Committee and higher earning colleagues across the Group. We have, however, continued with our commitment to pay the Real Living Wage to all those directly employed by Capita in the UK.

Capita remains focused on taking appropriate steps that will look to protect the interests of all its key stakeholders and best ensure the strength of Capita’s business in the long term.

In addition to the actions described in the previous market update, Capita has made further decisions in relation to senior management remuneration:

• We have withdrawn the 2020 annual incentive plan (STIP) for Jon Lewis, CEO, and Patrick Butcher, CFO, the Executive Committee, and other senior managers who participate in the 2020 LTIP.

• In light of Capita’s recent share price performance, the 2020 LTIP award levels for Jon Lewis and Patrick Butcher are being reduced significantly. Based on the closing share price on the day before grant, the awards to Jon Lewis and Patrick Butcher represented a reduction of 70% in the number of shares that would otherwise be awarded as part of their annual grant. This award will vest in three years’ time, subject to the performance conditions set out below. Any shares that vest are subject to both a post-vest holding period of two further years and a shareholding guideline which prevents any net-of-tax shares from being sold until the guideline is reached (300% of salary for the CEO and 200% for the CFO). LTIP awards for senior management have also been reduced significantly.

Performance Conditions

The LTIP awards for Jon Lewis and Patrick Butcher will vest three years from grant based on:

1. 75% Relative Total Shareholder Return (TSR) - 25% of this part of an award will vest for median TSR increasing pro-rata to 100% of this part of an award vesting for upper quartile performance as measured against the constituents of the FTSE 250 (excluding investment trusts) over the three years from grant.In addition to the median to upper quartile target range, no part of this award may vest unless the Remuneration Committee is satisfied that the level of vesting is consistent with the Company’s underlying financial performance; and

2. 25% Responsible Business Scorecard measures centred around delivering a better-quality business, based on Client (10%), Employee Engagement (10%) and Supplier (5%) targets and measured over three financial years ending 31 December 2022.

The Remuneration Committee had intended to set EPS growth targets for 25% of the 2020 LTIP awards.  It concluded that given the continued uncertainty surrounding the full impact of COVID-19 – the EPS performance metric should be removed for the 2020 LTIP awards, and TSR should be upweighted to 75% of awards and measured over the three years from the date of grant. Inclusion of an element of the award based on EPS will be re-considered for the 2021 awards. No changes have been made to the Responsible Business Scorecard measures from those disclosed in the 2019 Directors’ Remuneration Report.

In reviewing if Performance Conditions have been met, the Remuneration Committee will review the vesting outcome taking into account, in its absolute discretion, the underlying performance of the Company and the contribution of the award participant.

The information set out below is provided in accordance with the requirements of Article 19(3) of the EU Market Abuse Regulation No 596/2014.

Notificationand public disclosure of transactions by persons discharging managerial responsibilities and persons closely associated with them

1Details of  the  person  discharging  managerial  responsibilities  /  person  closely associateda)NameJonathan Lewis, Patrick Butcher, Rupert Green, Claire Chapman, Ismail Amla, Will Serle, Garry Dryburgh, Katja Hall, Aimie Chapple, Andy Start, Christopher Baker, Mark Cook and Chantal Free2Reasonfor the notificationa)Position/statusJonathan Lewis – Chief Executive Officer

Patrick Butcher – Chief Financial Officer

Rupert Green – Chief Corporate Development Officer

Claire Chapman – Chief General Counsel

Ismail Amla – Chief Growth Officer

Will Serle – Chief People Officer

Garry Dryburgh – Chief Transformation Officer

Katja Hall – Director of Corporate Affairs

Aimie Chapple – Executive Officer

Andy Start – Executive Officer

Christopher Baker – Executive Officer

Mark Cook – Executive Officer

Chantal Free – Executive Officerb)Initial notification/AmendmentInitial notification3Detailsof the issuer,  emission allowance market participant, auction platform, auctioneer or auction monitora)NameCapita plcb)LEICMIGEWPLHL4M7ZV0IZ884Detailsof the transaction(s): section to be repeated for (i) each type of instrument;

(ii)eachtypeof transaction; (iii) each date; and (iv) each place where transactions have been conducteda)Description of  the financial instrument, type of instrument

Identification codeOrdinary shares of 2 1/15p each

GB00B23K0M20b)Nature of the transactionGrant of Nil Cost Unapproved Options under the Long Term Incentive Plan 2017.c)Price(s) and volume(s)

Jonathan Lewis – Grant of share options

Price(s)	Volume(s)
£nil	1,770,000

Patrick Butcher – Grant of share options

Price(s)	Volume(s)
£nil	700,000

Rupert Green – Grant of share options

Price(s)	Volume(s)
£nil	581,570

Claire Chapman – Grant of share options

Price(s)	Volume(s)
£nil	581,570

Ismail Amla – Grant of share options

Price(s)	Volume(s)
£nil	715,779

Will Serle – Grant of share options

Price(s)	Volume(s)
£nil	626,306

Garry Dryburgh – Grant of share options

Price(s)	Volume(s)
£nil	679,990

Katja Hall – Grant of share options

Price(s)	Volume(s)
£nil	369,073

Aimie Chapple – Grant of share options

Price(s)	Volume(s)
£nil	477,559

Andy Start – Grant of share options

Price(s)	Volume(s)
£nil	469,730

Christopher Baker – Grant of share options

Price(s)	Volume(s)
£nil	501,045

Mark Cook – Grant of share options

Price(s)	Volume(s)
£nil	501,045

Chantal Free – Grant of share options

Price(s)	Volume(s)
£nil	326,574

d)Aggregated information

8,300,241 share options

£nile)Date of the transaction2020-04-16f)Place of the transactionOutside of a trading venue