Director/PDMR Shareholding

NOTIFICATION OF TRANSACTIONS OF DIRECTORS, PERSONS DISCHARGING MANAGERIAL
RESPONSIBILITY OR CONNECTED PERSONS

This form is intended for use by an issuer to make a RIS notification required
by DR3.1.4R(1)

 1. An issuer making a notification in respect of a transaction relating to the
    shares or debentures of the issuer should complete boxes 1 to 16, 23 and
    24.
   
 2. An issuer making a notification in respect of a derivative relating the
    shares of the issuer should complete boxes 1 to 4, 6, 8, 13, 14, 16, 23 and
    24.
   
 3. An issuer making a notification in respect of options granted to a director
    /person discharging managerial responsibilities should complete boxes 1 to
    3 and 17 to 24.
   
 4. An issuer making a notification in respect of a financial instrument
    relating to the shares of the issuer (other than a debenture) should
    complete boxes 1 to 4, 6, 8, 9, 11, 13, 14, 16, 23 and 24.
   
Please complete all relevant boxes should be in block capital letters.

 1. Name of the Issuer
   
The Capita Group Plc

 2. State Whether the notification related to
   
 i. a transaction notified in accordance with DR 3.1.4R(1); or
   
ii. a disclosure made in accordance with LR 9.8.6R(1); or
   
iii. a disclosure made in accordance with section 793 of the Companies Act
    (2006)
   
    Paul Pindar - (i)

    Gordon Hurst - (i)

    Maggi Bell - (i)

    Vic Gysin - (i)

    Andy Parker - (i)

 3. Name of person discharging managerial responsibilities/director
   
    Paul Pindar, Gordon Hurst, Maggi Bell, Vic Gysin and Andy Parker

 4. State whether notification related to person connected with a person
    discharging managerial responsibilities/director name in 3 and identify the
    connected person
   
    N/A

 5. Indicate whether the notification is in respect of a holding of the person
    referred to in 3 or 4 above or in respect of a non-beneficial interest.
   
    Notification in respect of persons referred to in 3 above.

 6. Description of shares (including class), debentures or derivatives or
    financial instruments relating to shares
   
    Ordinary Shares of 2 1/15p each

7. Name of registered shareholder(s) and, if more than one, the number of
shares held by each of them

   Paul Pindar:
   Shares in own name (including Restricted DABP shares): 1,669,252 (0.27%),
   Shares held under LTIP: 495,000 (0.081%), Shares held under LTISAS: 600,000
   (0.098%), Shares held under DABP: 171,968 (0.028%)

   Gordon Hurst:
   Shares in own name (including CSOP and Restricted DABP shares): 64,065
   (0.010%), Shares held under LTIP: 360,000 (0.059%), Shares held under DABP:
   126,054 (0.021%)

   Maggi Bell
   Shares in own name (including Restricted DABP shares): 67,856 (0.011%), Shares
   held under ESOS: 4,467 (0.00073%), Shares held under LTIP: 230,000 (0.038%),
   Shares held under DABP: 97,104 (0.016%)

   Vic Gysin:
   Shares in own name (including Restricted DABP shares): 16,220 (0.0026%), Shares
   held under ESOS: 54,392 (0.0089%), Shares held under LTIP: 120,000 (0.020%),
   Shares held under DABP: 41,239 (0.0067%)

   Andrew Parker
   Shares under ESOS: 4,392 (0.00072%), Shares held under LTIP: 120,000 (0.020%),
   Shares held under DABP: 11,665 (0.0019%)

8. State the nature of transactions
   
   Deferred Annual Bonus Plan (DABP) Grant 2011
   On 24h February 2011 all the PDMRs named in section 3 above were awarded
   Deferred and Matching Shares under the DABP as set out below in section 9.

   Long Term Incentive Plan (LTIP)Grant 2011
   Furthermore, on 25th February 2011 all the PDMRs named in section 3 above were
   awarded nil cost options under the LTIP 2008 as set out below in section 9.

 9. Number of Shares, debentures or financial instruments relating to shares
    acquired.
   
    DABP Grant 2011

    Paul Pindar - Deferred Shares: 36,559, Matching Shares: 54,838 (total 0.015%)

    Gordon Hurst - Deferred Shares: 26,810, Matching Shares: 40,215 (total 0.011%)

    Maggi Bell - Deferred Shares: 21,935, Matching Shares: 32,902 (total 0.009%)

    Vic Gysin - Deferred Shares: 18,523, Matching Shares: 27,784 (total 0.008%)

    Andrew Parker - Deferred Shares: 18,523, Matching Shares: 27,784 (total 0.008%)

    LTIP Grant 2011

    Paul Pindar - 165,000 Shares (0.027%)

    Gordon Hurst - 120,000 Shares (0.020%)
  
    Maggi Bell - 120,000 Shares (0.020%)
 
    Vic Gysin - 80,000 Shares (0.013%)

    Andy Parker - 80,000 Shares (0.013%)

10. Percentage of issued class acquired (treasury shares of that class should
    not be taken into account when calculating percentage)
   
    See section 9 above

11. Number of shares, debentures or financial instruments relating to shares
    disposed.
   
    N/A

12. Percentage of issued class disposed (treasury shares of that class should
    not be taken into account when calculating percentage
   
    N/A

13. Price per share or value of transaction
   
    N/A

14. Date and place of transactions
   
    DABP Grant 2011 - 24 February 2011, London

    LTIP Grant 2011 - 25 February 2011, London

15. Total holding following notification and total percentage holding following
    notification (any treasury shares should not be taken into account when
    calculating percentage)
   
    Paul Pindar:
    Shares in own name (including Restricted DABP shares): 1,669,252 (0.27%),
    Shares held under LTIP: 660,000 (0.11%), Shares held under LTISAS: 600,000
    (0.098%), Shares held under DABP: 263,365 (0.043%)

    Gordon Hurst:
    Shares in own name (including CSOP and Restricted DABP shares): 64,065
    (0.010%), Shares held under LTIP: 480,000 (0.078%), Shares held under DABP:
    193,079 (0.032%)

    Maggi Bell
    Shares in own name (including Restricted DABP shares): 67,856 (0.011%), Shares
    held under ESOS: 4,467 (0.00073%), Shares held under LTIP: 350,000 (0.057%),
    Shares held under DABP: 151,941 (0.025%)

    Vic Gysin:
    Shares in own name (including Restricted DABP shares): 16,220 (0.0026%), Shares
    under ESOS: 54,392 (0.0089%), Shares held under LTIP: 200,000 (0.033%), Shares
    held under DABP: 87,546 (0.014%)

    Andrew Parker
    Shares under ESOS: 4,392 (0.00072%), Shares held under LTIP: 200,000 (0.033%),
    Shares held under DABP: 57,972 (0.0095%)

16. Date issuer informed of transaction
   
    DABP Grant 2011 - 24 February 2011

    LTIP Grant 2011 - 25 February 2011

If a person discharging managerial responsibilities has been granted options by
the issuer complete the following boxes

17. Date of grant
   
    DABP Grant 2011 - 24 February 2011

    LTIP Grant 2011 - 25 February 2011


18. Period during which or date on which it can be exercised.
   
    DABP 2011 - 24 February 2014 - 24 May 2014

    LTIP 2011 - 25 February 2014 - 25 May 2014

19. Total amount paid (if any) for grant of the option
   
    DABP 2011 - Nil

    LTIP 2011 - Nil

20. Description of shares or debentures involved (class and number)

    Ordinary Shares of 2 1/15p each

21. Exercise price (if fixed at time of grant) or indication that price is to
    be fixed at the time of exercise.
   
    DABP 2011 - Nil cost options

    LTIP 2011 - Nil cost options

22. Total number of shares or debentures over which options held following
    notification.
   
    See section 15 above

23. Any Additional information
   
    612,742,603 issued share capital (as at 25 February 2011, excluding treasury
    shares)

    14,735,092 shares currently held in Treasury

24. Name of contact and telephone number for queries
   
    Francesca Todd, 020 7202 0641

Name and signature of duly authorised officer of issuer responsible for making
notification

Francesca Todd, Deputy Group Company Secretary

Date of notification

25 February 2011