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Capita Group PLC (CPI)

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Friday 26 February, 2010

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
   
     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 Gordon Hurst - (i)

    Mr Simon Pilling - (i)

    Ms Maggi Bell - (i)

    Mr David Rigby - (i)

    Mr Kevin Dady - (i)

    Mr Vic Gysin - (i)

    Mr Andy Parker - (i)

 3. Name of person discharging managerial responsibilities/director
   
    Paul Pindar, Gordon Hurst, Simon Pilling, Maggi Bell, David Rigby, Kevin Dady,
    Vic Gysin and Andy Parker

 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: 1,451,613 (0.23%), Shares held under LTIP: 330,000
     (0.053%), Shares held under LTISAS: 600,000 (0.096%), Shares held under DABP:
     284,714 (0.046%)

     Gordon Hurst:
     Shares in own name: 10,181 (0.0016%), Shares held under CSOP: 74 (0.000012%),
     Shares held under LTIP: 240,000 (0.038%), Shares held under DABP: 207,401
     (0.033%)

     Simon Pilling:
     Shares held under LTIP: 240,000 (0.038%), Shares held under DABP: 191,207
     (0.031%)

     Maggi Bell
     Shares held under ESOS: 4,467 (0.00072%), Shares held under LTIP: 110,000
     (0.18%), Shares held under DABP: 157,111 (0.025%)

     David Rigby:
     Shares held under CSOP: 585 (0.000094%), Shares held under Executive Option:
     4,467 (0.00072%), Shares held under LTIP: 70,000 (0.011%), Shares held under
     DABP: 157,111 (0.025%)

     Kevin Dady:
     Shares held under CSOP: 2,372 (0.00038%), Shares held under SAYE: 1090
     (0.00017%), Shares held under Executive Option: 3,301 (0.00053%), Shares held
     under LTIP: 120,000 (0.019%), Shares held under DABP: 130,839 (0.021%)

     Vic Gysin:
     Shares under ESOS: 54,392 (0.0087%), Shares held under LTIP: 80,000 (0.013%),
     Shares held under DABP: 24,522 (0.0039%)

     Andrew Parker
     Shares under ESOS: 54,392 (0.0087%), Shares held under LTIP: 80,000 (0.013%)

 8. State the nature of transactions
   
    Deferred Annual Bonus Exercise

    On 26th February 2010 David Rigby exercised 50,532 and Kevin Dady exercised
    18,937 options respectively granted under the Deferred Annual Bonus Plan
    (DABP). The exercise price for the options was nil cost and all resulting
    shares were sold for £7.1205293 (David Rigby) and £7.1252787 (Kevin Dady) per
    share.

    Deferred Annual Bonus Plan Grant 2010

    Furthermore, on 26th February 2010 all the PDMRs 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.
   
    Deferred Annual Bonus Exercise

    David Rigby - 50,532 Shares (0.0081%), all sold immediately

    Kevin Dady - 18,937 Shares (0.0030%), all sold immediately

    Deferred Annual Bonus Plan Grant 2010

    Paul Pindar - Restricted Shares: 21,736, Matching Shares: 55,263 (total
    0.012%)

    Gordon Hurst - Restricted Shares: 15,940, Matching Shares: 40,525 (total
    0.009%)

    Simon Pilling - Deferred Shares: 28,000, Matching Shares: 42,000 (total
    0.011%)

    Maggi Bell - Restricted Shares: 13,042, Matching Shares: 33,157 (total
    0.007%)

    David Rigby - Deferred Shares: 11,882, Matching Shares: 30,210 (total
    0.007%)

    Kevin Dady - Restricted Shares: 22,105, Matching Shares: 33,157 (total
    0.009%)

    Vic Gysin - Restricted Shares: 10,433, Matching Shares: 26,526 (total
    0.006%)

    Mr Andrew Parker - Deferred Shares: 4,666, Matching Shares: 6,999 (total
    0.002%)

10. Percentage of issued class acquired (treasury shares of that class should
    not be taken into account when calculating percentage)
   
    See section 9 above

11. Number of shares, debentures or financial instruments relating to shares
    disposed.
   
    Deferred Annual Bonus Exercise

    David Rigby - 50,532 Shares (0.0081%)

    Kevin Dady - 18,937 Shares (0.0030%)

12. Percentage of issued class disposed (treasury shares of that class should
    not be taken into account when calculating percentage
   
    See section 11 above

13. Price per share or value of transaction
   
    Deferred Annual Bonus Exercise

    David Rigby - £7.1205293

    Kevin Dady - £7.1252787

14. Date and place of transactions
   
    Deferred Annual Bonus Exercise& Deferred Annual Bonus Plan Grant 2010

    26 February 2010, 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: 1,451,613 (0.23%), Shares held under LTIP: 330,000
    (0.053%), Shares held under LTISAS: 600,000 (0.096%), Shares held under DABP:
    361,713 (0.046%)

    Gordon Hurst:
    Shares in own name: 10,181 (0.0016%), Shares held under CSOP: 74 (0.000012%),
    Shares held under LTIP: 240,000 (0.038%), Shares held under DABP: 263,866
    (0.033%)

    Simon Pilling:
    Shares held under LTIP: 240,000 (0.038%), Shares held under DABP: 261,207
    (0.031%)

    Maggi Bell
    Shares held under ESOS: 4,467 (0.00072%), Shares held under LTIP: 110,000
    (0.018%), Shares held under DABP: 203,310 (0.025%)

    David Rigby:
    Shares held under CSOP: 585 (0.000094%), Shares held under Executive Option:
    4,467 (0.00072%), Shares held under LTIP: 70,000 (0.011%), Shares held under
    DABP: 148,671 (0.024%)

    Kevin Dady:
    Shares held under CSOP: 2,372 (0.00038%), Shares held under SAYE: 1090
    (0.00017%), Shares held under Executive Option: 3,301 (0.00053%), Shares held
    under LTIP: 120,000 (0.019%), Shares held under DABP: 167,164 (0.027%)

    Vic Gysin:
    Shares under ESOS: 54,392 (0.0087%), Shares held under LTIP: 80,000 (0.013%),
    Shares held under DABP: 61,481 (0.0099%)

    Andrew Parker
    Shares under ESOS: 54,392 (0.0087%), Shares held under LTIP: 80,000 (0.013%),
    Shares held under DABP: 11,665 (0.0019%)

16. Date issuer informed of transaction
   
    26 February 2010

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

17. Date of grant
   
    26 February 2010

18. Period during which or date on which it can be exercised.
   
    26 February 2013 - 26 May 2013

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
   
    623,704,414 issued share capital (as at 25 February 2009, excluding treasury
    shares)

    1,110,625 shares currently 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: The Deferred Shares are held for a period of three years from the
    date of award.

    Restricted Shares - The value of the restricted shares is determined by the
    entitlement of the Annual Bonus Scheme after payment of tax and national
    insurance. The restricted shares are held beneficially in trust for a period of
    three years from the date of the award. Dividends will be waived on these
    shares

    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. For those participants with restricted share awards
    this is calculated on the total amount of shares awarded under the Annual Bonus
    Share Scheme. 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+4% is achieved; 100% will vest EPS growth of RPI+14% 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
   
    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

26 February 2010