Holding in Company

Capita Group PLC
22 November 2001



LETTER TO: CAPITA GROUP PLC DATED 21 NOVEMBER 2001


SECTION 198 COMPANIES ACT 1985

We, The Royal Bank of Scotland Group plc. on behalf of:

             The Royal Bank of Scotland plc
             RBSG International Holdings Limited 
             and National Westminster Bank Plc

write to advise you pursuant to Section 198 of the Companies Act 1985 (the Act) 
that:

1. This notification relates to the ordinary 2p share capital of Capita Group   
   plc.

2. The number of shares of the person(s) with an interest, for the purposes of  
   sections 208 and 209 of the Act, immediately after the time when the         
   obligation arose, are shown on the schedule below.

3. The identities of the registered holders of these shares and the number of   
   shares held by each holder, so far as is known to us at the date of this     
   notification, are shown on the schedule below.

4. The percentages quoted on the schedule below are based on your issued        
ordinary share capital of 661,219,933, as advised to us by FT Information.

5. None of the shares on the schedule below relates to interests as mentioned   
in Section 208 (5) of the Act.

6. National Westminster Bank Plc no longer has a notifiable interest (within the
   meaning of Section 199(2) of the Act) in shares comprised in the share       
   capital.

7. The Royal Bank of Scotland Group plc continue to have an interest in         
   23,587,952 shares, but have not come under an obligation to make a disclosure
   as defined under Section 199 of the Act.
 

Schedule of registered holders for notification S198-L01/RJH/1115


Registered Holder                                 Number of Shares   Percentage

Bank of New York (Nominees) Ltd                       20,658,183

Total interest of RBSG International Holdings Limited 20,658,183       3.12

Bank of New York (Nominees) Ltd                       20,658,183

Direct Line Insurance plc                                136,500

RBSTB Nominees Ltd                                        30,000

Total interest of The Royal Bank of Scotland plc      20,824,683       3.14
    

FROM: ROYAL BANK OF SCOTLAND GROUP