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
   
Capita 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)

Vic Gysin - (i)

Andy Parker - (i)

Paddy Doyle - (i)

Maggi Bell - (i)

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

 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): 1,678,349 (0.273%),
Shares held under LTIP: 660,000 (0.108%), Shares held under LTISAS: 600,000
(0.098%), Shares held under CIP: 412,087(0.067%) Shares held under DABP:
146,660 (0.024%)

Gordon Hurst:

Shares in own name (including CSOP and Restricted DABP shares): 37,689
(0.006%), Shares held under LTIP: 480,000 (0.078%), Shares held under DABP:
107,550 (0.018%)

Andy Parker

Shares under ESOS: 4,392 (0.001%), Shares held under LTIP: 280,000 (0.046%),
Shares held under DABP: 57,972 (0.009%)

Vic Gysin

Shares in own name (including Restricted DABP shares): 10,433 (0.002%), Shares
held under LTIP: 280,000 (0.046%), Shares held under ESOS: 54,392 (0.009%),
Shares held under DABP: 72,833 (0.012%)

Maggi Bell

Shares in own name (including Restricted DABP shares): 68,218 (0.011%), Shares
held under LTIP: 440,000 (0.072%), Shares held under DABP: 87,994 (0.014%)

Paddy Doyle:

Shares in own name (including CSOP): 27,289 (0.004%, Shares held under LTIP:
48,000 (0.008%)

8.  State the nature of transaction
   
On 23 March 2012, the Directors referred to in section 3 above exercised and
sold shares, as set below, granted to them under the Long Term Incentive Plan
(LTIP) 2009 and the Executive Share Option Scheme (ESOS). The LTIP awarded nil
priced unapproved options and the ESOS awarded approved options, with an
exercise price of £6.83.

Paul Pindar - LTIP: 92,433 Ordinary Shares (0.015%)

Gordon Hurst - LTIP: 67,224 Ordinary Shares (0.011%)

Vic Gysin - LTIP: 28,701 Ordinary Shares (0.005%), ESOS: 4,392 Ordinary Shares
(0.001%)

Andy Parker - LTIP: 28,701 Ordinary Shares (0.005%), ESOS: 4,392 Ordinary
Shares (0.001%)

Maggi Bell - LTIP: 44,816 Ordinary Shares (0.007%)

Paddy Doyle - 26,889 Ordinary Shares (0.004%)

9.  Number of shares, debentures or financial instruments relating to shares
    acquired.
   
Paul Pindar - 92,433 Ordinary Shares (0.015%), all sold immediately

Gordon Hurst - 67,224 Ordinary Shares (0.011%), 64,224 sold immediately and
3,000 retained

Vic Gysin - 33,093 Ordinary Shares (0.005%), all sold immediately

Andy Parker - 33,093 Ordinary Shares (0.005%), all sold immediately

Maggi Bell - 44,816 Ordinary Shares (0.007%), 26,450 sold immediately and
18,366 retained

Paddy Doyle - 26,889 Ordinary Shares (0.004%), all sold immediately

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.
   
Paul Pindar - 92,433 Ordinary Shares (0.015%),

Gordon Hurst - 64,224 Ordinary Shares (0.010%),

Vic Gysin - 33,093 Ordinary Shares (0.005%)

Andy Parker - 33,093 Ordinary Shares (0.005%)

Maggi Bell - 26,450 Ordinary Shares (0.004%),

Paddy Doyle - 26,889 Ordinary Shares (0.004%)

12. Percentage of issued class disposed (treasury shares of that class should
    not be taken into account when calculating percentage)
   
See section 11 above.

13. Price per share or value of transaction
   
£7.3514 per share

14. Date and place of transaction
   
23 March 2012, 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): 1,678,349 (0.273%),
Shares held under LTIP: 495,000 (0.081%), Shares held under LTISAS: 600,000
(0.098%), Shares held under CIP: 412,087(0.067%) Shares held under DABP:
146,660 (0.024%)

Gordon Hurst:

Shares in own name (including CSOP and Restricted DABP shares): 40,689
(0.007%), Shares held under LTIP: 360,000 (0.059%), Shares held under DABP:
107,550 (0.018%)

Andy Parker

Shares held under LTIP: 240,000 (0.039%), Shares held under DABP: 57,972
(0.009%)

Vic Gysin

Shares in own name (including Restricted DABP shares): 10,433 (0.002%), Shares
held under LTIP: 240,000 (0.039%), Shares held under ESOS: 50,000 (0.008%),
Shares held under DABP: 72,833 (0.012%)

Maggi Bell

Shares in own name (including Restricted DABP shares): 86,584 (0.014%), Shares
held under LTIP: 360,000 (0.059%), Shares held under DABP: 87,994 (0.014%)

Paddy Doyle:

Shares in own name (including CSOP): 27,289 (0.004%)

16. Date issuer informed of transaction
   
23 March 2012

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

17. Date of grant
   
N/A

18. Period during which or date on which it can be exercised.
   
N/A

19. Total amount paid (if any) for grant of the option
   
N/A

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

21. Exercise price (if fixed at time of grant) or indication that price is to
    be fixed at the time of exercise.
   
N/A

22. Total number of shares or debentures over which options held following
    notification.
   
N/A

23. Any additional information
   
613,750,092 issued share capital (as at 23 March 2012, excluding Treasury
Shares)

14,199,984 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

26 March 2012