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Capita Group PLC (CPI)

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Wednesday 04 March, 2009

Capita Group PLC

Correction - Director/PDMR Shareholding


THIS ANNOUNCEMENT REPLACES THE ORIGINAL ANNOUNCEMENT RELEASED ON 27 FEBRUARY
2009 at 18.11 AND REFLECTS THE CORRECT POSITION ON 27 FERUARY 2009.

Further to the announcement made on 27 February 2009 concerning the award of
deferred and matching shares to the Directors under the Deferred Annual Bonus
Plan, the amount awarded to Vic Gysin was 9,809 deferred shares and 14,713
matching shares instead of 9,089 deferred shares and 13,633 matching shares as
previously reported.

Save as disclosed above, all other details remain unchanged.

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 DR 3.1.4R(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

 (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 Paddy Doyle - (i)

Mr Gordon Hurst - (i)

Mr Simon Pilling - (i)

Ms Maggi Bell - (i)

Mr David Rigby - (i)

Mr Kevin Dady - (i)

Mr Robert Coyle - (i)

Mr Vic Gysin - (i)

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

 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

   Mr Paul Pindar:
   Shares in own name: 1,451,612 (0.23%), Shares held under DABP: 308,484
   (0.050%), Shares held under LTISAS: 600,000 (0.097%), Shares held under LTIP:
   165,000 (0.027%)

   Mr Paddy Doyle: Shares in own name: 4,747 (0.00076%), Shares held under SOP:
   2,633 (0.00042%), Shares held under DABP: 244,462 (0.039%), Shares held under
   SAYE: 1,289 (0.00021%), Shares held under LTIP: 120,000 (0.019%)

   Mr Gordon Hurst:
   Shares in own name: 10,181 (0.0016%), Shares held under DABP: 223,054 (0.036%),
   Shares held under LTIP: 120,000 (0.019%)

   Mr Simon Pilling:
   Shares held under DABP: 189,907 (0.031%), Shares held under LTIP: 120,000
   (0.019%)

   Ms Maggi Bell:
   Shares held under LTIP: 30,000 (0.0048%), Shares held under DABP: 171,779
   (0.028%), Shares held under Executive Option: 79,467 (0.013%)

   Mr David Rigby:
   Shares held under SOP: 341 (0.000055%), Shares held under DABP: 171,779
   (0.028%), Shares held under LTIP: 30,000 (0.0048%), Shares held under Executive
   Option: 4,467 (0.00072%)

   Mr Kevin Dady: Shares held under SOP: 2,138 (0.00034%), Shares held under DABP:
   70,954 (0.011%), Shares held under LTIP: 60,000 (0.0097%), Shares held under
   Executive Option: 30,420 (0.0049%), Shares held under SAYE: 885 (0.00014%)

   Mr Robert Coyle: Shares held under SOP: 1,983 (0.00032%), Shares held under
   DABP: 70,954 (0.011%), Shares held under LTIP: 30,000 (0.0048%), Shares held
   under Executive Option: 4,467 (0.00072%), Share held under SAYE: 1,334
   (0.00021%)

   Mr Vic Gysin:
   Shares held under LTIP: 40,000 (0.0064%), Shares under Executive Option: 75,000
   (0.012%)

 8. State the nature of transaction
   
    Deferred Annual Bonus Plan (DABP)
    On 26 February 2009 the Directors named in section 2 above were awarded
    Deferred and Matching Shares under the DABP as set out below in section 9.

 9. Number of Shares, debentures or financial instruments relating to shares
    acquired.
   
    Mr Paul Pindar - Deferred Shares: 39,923, Matching Shares: 59,884

    Mr Paddy Doyle - Deferred Shares: 31,939, Matching Shares: 47,908

    Mr Gordon Hurst - Deferred Shares: 29,277, Matching Shares: 43,915

    Mr Simon Pilling - Deferred Shares: 28,212, Matching Shares: 42,318

    Ms Maggi Bell - Deferred Shares: 21,825, Matching Shares: 32,737

    Mr David Rigby - Deferred Shares: 21,825, Matching Shares: 32,737

    Mr Kevin Dady - Deferred Shares: 23,954, Matching Shares: 35,931

    Mr Robert Coyle - Deferred Shares: 21,825, Matching Shares: 32,737

    Mr Vic Gysin - Deferred Shares: 9,809, Matching Shares: 14,713

10. Percentage of issued class acquired (treasury shares of that class should
    not be taken into account when calculating percentage)
   
    Mr Paul Pindar - 0.016%

    Mr Paddy Doyle - 0.013%

    Mr Gordon Hurst - 0.012%

    Mr Simon Pilling - 0.011%

    Ms Maggi Bell - 0.0088%

    Mr David Rigby - 0.0088%

    Mr Kevin Dady - 0.0096%

    Mr Robert Coyle - 0.0088%

    Mr Vic Gysin - 0.0039%

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
   
    N/A

14. Date and place of transaction
   
    26 February 2009, 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 (0.23%), Shares held under DABP: 408,291
    (0.066%), Shares held under LTISAS: 600,000 (0.097%), Shares held under LTIP:
    165,000 (0.027%)

    Mr Paddy Doyle: Shares in own name: 4,747 (0.00076%), Shares held under SOP:
    2,633 (0.00042%), Shares held under DABP: 324,309 (0.052%), Shares held under
    SAYE: 1,289 (0.00021%), Shares held under LTIP: 120,000 (0.019%)

    Mr Gordon Hurst:
    Shares in own name: 10,181 (0.0016%), Shares held under DABP: 296,246 (0.048%),
    Shares held under LTIP: 120,000 (0.019%)

    Mr Simon Pilling:
    Shares held under DABP: 260,437 (0.042%), Shares held under LTIP: 120,000
    (0.019%)

    Ms Maggi Bell:
    Shares held under LTIP: 30,000 (0.0048%), Shares held under DABP: 226,341
    (0.036%), Shares held under Executive Option: 79,467 (0.013%)

    Mr David Rigby:
    Shares held under SOP: 341 (0.000055%), Shares held under DABP: 226,341
    (0.036%), Shares held under LTIP: 30,000 (0.0048%), Shares held under Executive
    Option: 4,467 (0.00072%)

    Mr Kevin Dady: Shares held under SOP: 2,138 (0.00034%), Shares held under DABP:
    130,839 (0.021%), Shares held under LTIP: 60,000 (0.0097%), Shares held under
    Executive Option: 30,420 (0.0049%), Shares held under SAYE: 885 (0.00014%)

    Mr Robert Coyle: Shares held under SOP: 1,983 (0.00032%), Shares held under
    DABP: 125,516 (0.020%), Shares held under LTIP: 30,000 (0.0048%), Shares held
    under Executive Option: 4,467 (0.00072%), Share held under SAYE: 1,334
    (0.00022%)

    Mr Vic Gysin:
    Shares held under LTIP: 40,000 (0.0064%), Shares under Executive Option: 75,000
    (0.012%), Shares held under DABP: 24,522 (0.0039%)

16. Date issuer informed of transaction
   
    26 February 2009

If a person discharging managerial responsibilities has been granted options by
the issuer complete the following boxes

17. Date of grant
   
    26 February 2009

18. Period during which or date on which it can be exercised.
   
    26 February 2012 - 26 May 2012

19. Total amount paid (if any) for grant of the option
   
    N/A

20. Description of shares or debentures involved (class and number)

    Ordinary Shares of 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.
   
    N/A

22. Total number of shares or debentures over which options held following
    notification.
   
    See section 15 above

23. Any Additional information
   
    621,684,940 issued share capital (as at 26 February 2009)

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
   
    John Rowland-Jones, Group Secretariat, 020 7592 8151

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

Francesca Todd, Deputy Group Company Secretary

Date of notification

4 March 2009