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Capita Group PLC (CPI)

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Wednesday 05 March, 2008

Capita Group PLC

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
   
The Capita Group Plc

 2. State Whether the notification related to
   
(i) a transaction notified in accordance with DR 3.1.4R(1); or

 i. a disclosure made in accordance with LR 9.8.6R(1); or
   
ii. a disclosure made in accordance with section 793 of the Companies Act
    (2006)
   
Mr Paul Pindar - (i)

Mr Paddy Doyle - (i)

Mr Gordon Hurst - (i)

Mr Simon Pilling - (i)

Mr David Rigby - (i)

Ms Maggi Bell - (i)

Mr Robert Coyle - (i)

Mr Kevin Dady - (i)

 3. Name of person discharging managerial responsibilities/director
   
Mr Paul Pindar, Mr Paddy Doyle, Mr Gordon Hurst, Mr Simon Pilling, Mr David
Rigby, Ms Maggi Bell, Mr Robert Coyle, Mr Kevin Dady

 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

Deferred Annual Bonus Plan (DABP)

 1. State the nature of transaction
   
On 3 March 2008 the Directors named in point 2 above were awarded Deferred and
Matching Shares under the DABP as set out below.

 2. Number of Shares, debentures or financial instruments relating to shares
    acquired.
   
Mr Paul Pindar - Deferred Shares: 37,881, Matching Shares: 56,821

Mr Paddy Doyle - Deferred Shares: 29,878, Matching Shares: 44,817

Mr Gordon Hurst - Deferred Shares: 27,743, Matching Shares: 41,614

Mr Simon Pilling - Deferred Shares: 26,676, Matching Shares: 40,014

Mr David Rigby - Deferred Shares: 20,807, Matching Shares: 31,210

Ms Maggi Bell - Deferred Shares: 20,807, Matching Shares: 31,210

Mr Robert Coyle - Deferred Shares: 20,807, Matching Shares: 31,210

Mr Kevin Dady - Deferred Shares: 20,807, Matching Shares: 31,210

 3. Percentage of issued class acquired (treasury shares of that class should
    not be taken into account when calculating percentage)
   
Mr Paul Pindar - 0.0156%

Mr Paddy Doyle - 0.0123%

Mr Gordon Hurst - 0.0114%

Mr Simon Pilling - 0.0110%

Mr David Rigby - 0.0086%

Ms Maggi Bell - 0.0086%

Mr Robert Coyle -0.0086%

Mr Kevin Dady - 0.0086%

 4. Number of shares, debentures or financial instruments relating to shares
    disposed.
   
N/A

 5. Percentage of issued class disposed (treasury shares of that class should
    not be taken into account when calculating percentage
   
N/A

 6. Price per share or value of transaction
   
656.0000p

 7. Date and place of transaction
   
3 March 2008, London

15. Total holding following notification and total percentage holding following
notification (any treasury shares should not be taken into account when
calculating percentage)

Mr Paul Pindar: Shares in own name: 1,451,612 (0.2390%), Shares held under
DABP: 308,484 (0.0508%)

Mr Paddy Doyle: Shares in own name: 26,539 (0.0044%), Shares held under DABP:
244,462 (0.0402%)

Mr Gordon Hurst: Shares in own name: 10,181 (0.0017%), Shares held under DABP:
223,054 (0.0367%)

Mr Simon Pilling: Shares held under DABP: 189,907 (0.0313%)

Mr David Rigby: Shares held under DABP: 171,779 (0.0283%)

Ms Maggi Bell: Shares in own name: 406 (0.000067%), Shares held under DABP:
171,779 (0.0283%)

Mr Robert Coyle: Shares in own name: 2,346 (0.00039%), Shares held under DABP:
70,954 (0.0117%)

Mr Kevin Dady: Shares in own name: 1,897 (0.00031%), Shares held under DABP:
70,954 (0.0117%)

16. Date issuer informed of transaction
   
4 March 2008

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
   
609,391,486 issued share capital (as at 5 March 2008 and includes 1,900,628
shares held in Treasury)

Details regarding the Deferred Annual Bonus Plan:

The value of Deferred Shares is determined by the entitlement under the Annual
Bonus Scheme: half of the bonus entitlement is paid in cash and the remainder
is compulsorily deferred, on a gross basis, into Deferred Shares. The Deferred
Shares are held for a period of three years from the date of award.

A conditional award of Matching Shares is made at the same time as the award of
Deferred Shares. Participants are eligible to receive up to 1.5 Matching Shares
for every Deferred Share. Matching Shares vest after the 3 year holding period
to the extent to which performance criteria have been met.  The performance
condition that applies to the Matching Shares is earnings per share (EPS)
growth against the UK Retail Price Index (RPI). 33% of the Matching shares will
vest if EPS growth of RPI+6% is achieved; 100% will vest EPS growth of RPI+16%
is achieved, vesting for performance between those targets will be calculated
on a straight line basis.

24. Name of contact and telephone number for queries
   
Carol Martin, Company Secretarial Services, 020 7592 8138

Name and signature of duly authorised officer of issuer responsible for making
notification

Francesca Todd, Company Secretarial Services

Date of notification

5 March 2008

End


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