Sale of private sector contact centre business to focus on public sector and pensions businesses

This transaction will be value accretive and will unlock a material overhead reduction as we remove further complexity from the Group. The Group expects to deliver approximately 200bps improvement in adjusted operating margin by 2027 (against the 2025 Group adjusted operating margin of 5.2%). We will be taking actions to deliver annualised savings of c. £40m, across 2026 and 2027. The anticipated associated cash cost to achieve these savings is £20m. We continue to expect the Group to deliver positive free cash flow, before the impact of business exits, in 2026.

The transaction perimeter differs from the previously reported contact centre business due mainly to the exclusion of retained public-sector contracts and allocated Group costs (see appendix for perimeter breakdown).

In recent years, Capita has made good progress in improving and modernising the foundations of the primarily front office facing private sector contact centre business, resolving the structural challenges that the business faced. It is therefore the right time for the business to move forward and continue to build on this progress under different ownership. We look forward to working with Inspirit Capital to support a successful transition and handover for our customers and colleagues.

We will hold an investor update on 17 June 2026 to provide further detail on the future market opportunity for Capita, and refreshed forward looking financial targets and approach to capital allocation as we continue our journey to become the first AI-led business processing outsourcer, built on the foundations of two successful businesses in Capita Public Service and Pension Solutions.

Transaction Highlights:

• Sale of Capita’s private-sector contact centre business to Inspirit Capital for:

                  – £1 with £6.5m cash retained in the business upon completion for normal working capital purposes

                  – In addition, potential contingent consideration payable to Capita up to a cap of £61.5m, expected to be paid in 2027 and 2028; with £50.0m based on future financial performance of the disposed business and £11.5m based on cash availability

                  – Value sharing alignment if net proceeds are realised by Inspirit Capital from any change in ownership within five years of completion

• Perimeter included within transaction: 2025 adjusted revenue £398.1m, 2025 adjusted operating loss including overhead allocations £34.9m (see below for reconciliation between previously reported 2025 financial performance and transaction perimeter)
• Total net lease benefit of £26.2m, including £18.1m lease liability from operational properties included in the transaction and £8.1m lease liability that is fully sublet
• The Group will retain only three currently underutilised properties which represent a lease liability of 2025: c. £65m and an associated lease cost c. £10m per annum with future opportunity to deliver significant costs savings from these leases
• c. £25m of Group costs previously allocated to the business will remain with the Group, more than offset by the c. £40m of annualised savings to be delivered across 2026 and 2027 from the simplification programme announced today
• Expected transaction, transitional restructuring and separation costs in 2026 of approximately £20m
• Completion is expected before the Group’s half year results in August, subject to regulatory approval