Director/PDMR Shareholding

Capita plc

NOTIFICATION OF TRANSACTIONS OF DIRECTORS, PERSONS DISCHARGING MANAGERIAL

RESPONSIBILITY OR CONNECTED PERSONS IN ACCORDANCE WITH DTR 3.1.4R AND DTR 3.1.2R

On 10 May 2016, the following transaction took place in relation to Ordinary shares of 2 1/15p each in the Company in respect of the following Directors of the Company:

Maggi Bell

Andy Parker

Deferred Annual Bonus Plan ("DABP")

The Directors referred to above exercised nil cost options in respect of the Matching Share Awards awarded to them under the DABP in 2013. The resulting shares from both the Deferred and Matching elements of the awards were sold immediately at a price of £10.790309 per share for Maggi Bell and £10.7332 per share for Andy Parker, as detailed below:

Name of Director	Number of shares exercised and sold
Maggi Bell	69,208
Andy Parker	69,208

Exercise of Options - Long Term Incentive Plan 2008 ("LTIP")

The Directors referred to above exercised nil cost unapproved options awarded to them under the LTIP in 2013. Of the resulting 82,596 shares Maggi Bell sold immediately at a price of £10.790309 per share and Andy Parker sold 75,596 shares at a price of £10.7332 per share and 7,000 were retained. The number of nil cost options that lapsed upon vesting is also detailed below:

Name of Director	Number of shares exercised and sold	Number of Shares Retained	Number of Shares lapsed
Maggi Bell	82,596	0	37,404
Andy Parker	75,596	7,000	37,404

The above transactions took place in London, United Kingdom.

Contact Francesca Todd, Group Company Secretary, 020 7202 0641