Statement re Exercise of settlement option

Further to the announcement on 12 December 2025 regarding the transition agreement for the remaining two closed book Life & Pensions contracts, with its last client, Royal London’s legacy business, Capita confirms that the settlement option pursuant to that agreement has been exercised.

Under the terms of the settlement option, The Royal London Mutual Insurance Company Limited will receive 5,670,909 ordinary shares, representing approximately 4.96% of the Group’s issued share capital, in settlement of Capita's obligation to make an initial payment of approximately £22.47m. As noted in the announcement on 12 December, the newly issued shares will be subject to customary lock-up arrangements during the migration period, which is expected to be five years.

An application is being made to the Financial Conduct Authority and the London Stock Exchange for a total of 5,670,909 ordinary shares of 31 pence each to be admitted to the Official List and for trading on the Main Market for listed securities. Admission is expected to occur on or around 18 December 2025. When issued, the shares will rank pari passu with Capita’s existing ordinary shares.

This announcement contains inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) 596/2014, as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018 ("UK MAR"). Upon publication via a Regulatory Information Service, this inside information is now considered to be in the public domain.