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)
   
Mr Paul Pindar - (i)

Mr Gordon Hurst - (i)

Mr Paddy Doyle - (i)

Mr Vic Gysin - (i)

Ms Maggi Bell - (i)

 3. Name of person discharging managerial responsibilities/director
   
Paul Pindar, Gordon Hurst, Paddy Doyle, Vic Gysin and 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): 1,701,903 (0.28%),
Shares held under LTIP: 660,000 (0.11%), Shares held under LTISAS: 600,000
(0.098%), Shares held under CIP: 412,087(0.067%), Shares held under DABP:
206,544 (0.034%)

Gordon Hurst:

Shares in own name (including CSOP and Restricted DABP shares): 54,943
(0.009%), Shares held under LTIP: 480,000 (0.078%), Shares held under DABP:
151,465 (0.025%)

Paddy Doyle:

Shares in own name (including CSOP): 27,288 (0.0044%), Shares held under LTIP:
48,000 (0.0078%), Shares held under DABP: 47,908 (0.0078%)

Vic Gysin

Shares in own name (including Restricted DABP shares): 16,220 (0.0026%), Shares
held under LTIP: 280,000 (0.046%), Shares held under ESOS: 54,392 (0.01%),
Shares held under DABP: 87,546 (0.014%)

Maggi Bell

Shares in own name (including Restricted DABP shares): 81,094 (0.01%), Shares
held under LTIP: 440,000 (0.07%), Shares held under DABP: 120,731 (0.020%)

8. State the nature of transactions
   
The awards made under the Deferred Annual Bonus Plan (DABP) in 2009 have
matured. In line with the performance criteria only 56.02% of the awards
vested. Following the vesting, the PDMRs detailed in section 3 above exercised
their options as follows;

Paul Pindar exercised 57,101 with all shares sold immediately

Gordon Hurst exercised 41,874 with all shares sold immediately

Paddy Doyle exercised 26,838 with all shares sold immediately

Vic Gysin exercised 14,029 with all shares sold immediately

Maggi Bell exercised 31,215 with all shares sold immediately

The sale price for all shares sold was 739.07p

9. Number of Shares, debentures or financial instruments relating to shares
    acquired.
   
Paul Pindar - 57,101 Shares, all sold immediately (0.0093%)

Gordon Hurst - 41,874 Shares, all sold immediately (0.0068%)

Paddy Doyle - 26,838 Shares, all sold immediately (0.0044%)

Vic Gysin - 14,029 Shares, all sold immediately (0.0023%)

Maggi Bell - 31,215 Shares, all sold immediately (0.0051%)

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 - 57,101 Shares (0.0093%)

Gordon Hurst - 41,874 Shares (0.0068%)

Paddy Doyle - 26,838 Shares (0.0044%)

Vic Gysin - 14,029 Shares (0.0023%)

Maggi Bell - 31,215 Shares (0.0051%)

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
   
All shares sold at 739.07p per share

14. Date and place of transactions
   
27 February 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 (0.27%),
Shares held under LTIP: 660,000 (0.11%), 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): 37,670
(0.006%), Shares held under LTIP: 480,000 (0.078%), Shares held under DABP:
107,550 (0.018%)

Paddy Doyle:

Shares in own name (including CSOP): 27,288 (0.0044%), Shares held under LTIP:
48,000 (0.0078%)

Vic Gysin

Shares in own name (including Restricted DABP shares): 10,433 (0.0017%), Shares
held under LTIP: 280,000 (0.46%), Shares held under ESOS: 54,392 (0.01%),
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%)

16. Date issuer informed of transaction
   
27 February 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.
   
See section 15 above

23. Any Additional information
   
613,452,981 issued share capital (as at 27 February 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

28 February 2012