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) Maggi Bell - (i) Martin Bolland - (i) 3. Name of person discharging managerial responsibilities/director Paul Pindar, Gordon Hurst, Vic Gysin, Andy Parker, Maggi Bell and Martin Bolland 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 (0.27%), Shares held under LTIP: 495,000 (0.08%), Shares held under LTISAS: 600,000 (0.1%), Shares held under DABP: 251,834 (0.040%), Shares held under CIP: 412,087(0.07%) Gordon Hurst: Shares in own name (including CSOP and Restricted DABP shares): 54,943 (0.01%), Shares held under LTIP: 360,000 (0.06%), Shares held under DABP: 184,678 (0.03%) Vic Gysin: Shares in own name (including Restricted DABP shares): 16,220 (0.003%), Shares under ESOS: 54,392 (0.01%), Shares held under LTIP: 160,000 (0.03%), Shares held under DABP: 103,766 (0.02%) Andy Parker Shares under ESOS: 4,392 (0.001%), Shares held under LTIP: 160,000 (0.03%), Shares held under DABP: 57,972 (0.01%) Maggi Bell Shares in own name (including Restricted DABP shares): 81,094 (0.01%), Shares held under LTIP: 320,000 (0.05%), Shares held under DABP: 146,649 (0.02%) Martin Bolland Shares in own name (including Restricted DABP shares): 40,000 (0.01%) 8. State the nature of transaction On 23 February 2012, the Directors referred to in section 3 above were granted options to them under the Long Term Incentive Plan (LTIP) 2008. The LTIP awarded nil priced unapproved options. Paul Pindar - LTIP: 165,000 Ordinary Shares (0.03%); Gordon Hurst - LTIP: 120,000 Ordinary Shares (0.02%), Vic Gysin - LTIP: 120,000 Ordinary Shares (0.02%), Andy Parker - LTIP: 120,000 Ordinary Shares (0.02%), Maggi Bell - LTIP: 120,000 Ordinary Shares (0.02%), On 23 February 2012, Martin Bolland also purchased 15,000 ordinary shares, for a price of £7.206101 per share. 9. Number of shares, debentures or financial instruments relating to shares acquired. Martin Bolland - 15,000 Ordinary Shares (0.002%) 10. Percentage of issued class acquired (treasury shares of that class should not be taken into account when calculating percentage) See section 8 and 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 £7.206101 per share (Martin Bolland) 14. Date and place of transaction 23 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): 1,701,903 (0.27%), Shares held under LTIP: 660,000 (0.11%), Shares held under LTISAS: 600,000 (0.1%), Shares held under DABP: 251,834 (0.04%), Shares held under CIP: 412,087 (0.07%) Gordon Hurst: Shares in own name (including CSOP and Restricted DABP shares): 54,943 (0.01%), Shares held under LTIP: 480,000 (0.08%), Shares held under DABP: 184,678 (0.03%) Vic Gysin: Shares in own name (including Restricted DABP shares): 16,220 (0.003%), Shares under ESOS: 54,392 (0.01%), Shares held under LTIP: 280,000 (0.04%), Shares held under DABP: 103,766 (0.02%) Andy Parker Shares under ESOS: 4,392 (0.001%), Shares held under LTIP: 280,000 (0.02%), Shares held under DABP: 57,972 (0.01%) 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: 146,649 (0.02%) Martin Bolland Shares in own name (including Restricted DABP shares): 55,000 (0.01%) 16. Date issuer informed of transaction 23 February 2012, London If a person discharging managerial responsibilities has been granted options by the issuer complete the following boxes 17. Date of grant LTIP Grant: 23 February 2012 18. Period during which or date on which it can be exercised. LTIP Grant: 23 February 2015 - 23 May 2015 19. Total amount paid (if any) for grant of the option NIL 20. Description of shares or debentures involved (class and number) Ordinary Shares on 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. LTIP - Nil Cost Options. 22. Total number of shares or debentures over which options held following notification. See Section 15 (above) 23. Any additional information 613,440,781 issued share capital (as at 23 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 24 February 2012

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