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Capita Group PLC (CPI)

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Monday 15 March, 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)
   
    Martin Bolland (i)

    Paul Pindar (i)

    Paddy Doyle (i)

    Gordon Hurst (i)

    Simon Pilling (i)

    Maggi Bell (i)

    David Rigby (i)

    Kevin Dady (i)

    Vic Gysin (i)

    Andy Parker (i)

 3. Name of person discharging managerial responsibilities/director.
   
    Martin Bolland, Paul Pindar, Paddy Doyle, Gordon Hurst, Simon Pilling, Maggi
    Bell, David Rigby, Kevin Dady, Vic Gysin, 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.
   
    Martin Bolland:
    Shares held under own name: 12,500 (0.0020%)

    Paul Pindar:
    Shares in own name: 1,451,613 (0.23%), Shares held under LTIP: 495,000
    (0.080%), Shares held under LTISAS: 600,000 (0.096%), Shares held under DABP:
    361,713 (0.058%)

    Paddy Doyle:
    Shares in own name: 24,193 (0.0039%), Shares held under CSOP: 2,941 (0.00047%),
    Shares held under SAYE: 1,289 (0.00021%), Shares held under LTIP: 168,000
    (0.027%), Shares held under DABP: 226,174 (0.036%)

    Gordon Hurst:
    Shares in own name: 10,181 (0.0016%), Shares held under CSOP: 93 (0.000015%),
    Shares held under LTIP: 360,000 (0.058%), Shares held under DABP: 263,866
    (0.042%),

    Simon Pilling:
    Shares held under LTIP: 360,000 (0.058%), Shares held under DABP: 261,207
    (0.042%)

    Maggi Bell:
    Shares held under ESOS: 4,467 (0.00072%), Shares held under LTIP: 230,000
    (0.037%), Shares held under DABP: 203,310 (0.033%)

    David Rigby:
    Shares held under CSOP: 603 (0.000097%), Shares held under ESOS: 4,467
    (0.00072%), Shares held under LTIP: 110,000 (0.018%), Shares held under DABP:
    148,671 (0.024%)

    Kevin Dady:
    Shares held under CSOP: 2,391 (0.00038%), Shares held under SAYE: 1090
    (0.00018%), Shares held under ESOS: 4,382 (0.00070%), Shares held under LTIP:
    180,000 (0.029%), Shares held under DABP: 167,164 (0.027%)

    Vic Gysin:
    Shares under ESOS: 54,392 (0.0087%), Shares held under LTIP: 120,000 (0.019%),
    Shares held under DABP: 61,481(0.0099%)
  
    Andy Parker
    Shares under ESOS: 54,392 (0.0087%), Shares held under LTIP: 120,000 (0.019%),
    Shares held under DABP: 11,665 (0.0019%)

 8. State the nature of transactions and number of shares, debentures or
    financial instruments relating to shares acquired
   
    Deferred Annual Bonus(DAB) 2007, 2008 & 2009 Exercises

    On 12th March 2010 the following options were exercised in respect of the DAB
    2007. The exercise price was nil cost. All the resulting shares that were sold
    were sold at £7.301481 per share.

DAB 2007

PDMR                Exercised                       Sold                       
                                                                               
Paul Pindar         90,205          (0.014%)        90,205        (0.014%)     
                                                                               
Paddy Doyle         71,632          (0.012%)        71,632        (0.012%)     
                                                                               
Gordon Hurst        64,852          (0.010%);       60,852        (0.0098%)   
                                                                               
Simon Pilling       53,987          (0.0087%)       53,987        (0.0087%)    
                                                                               
Maggi Bell          50,532          (0.0081%);      20,870        (0.0034%)    

On 12th March 2010 the following options were exercised in respect of the DAB
2008 and 2009. The exercise price was nil cost. All resulting shares were sold
for £7.301481 per share.

The shares sold in respect of the 2008 and 2009 DAB for all PDMR's listed
(apart from Paddy Doyle) was to pay the tax and national insurance due on these
awards only. The remainder on these awards is held in the form of restricted
shares in a beneficial trust.

                    DAB 2008                         DAB 2009

Paul Pindar         15,532 (0.0025%)                 16,369 (0.0026%)         
                                                                              
Paddy Doyle         29,878 (0.0048%)                 31,939 (0.0051%)         
                                                                              
Gordon Hurst        11,375 (0.0018%)                 12,004 (0.0019%)         
                                                                              
Simon Pilling       10,938 (0.0018%)                 11,567 (0.0019%)         
                                                                              
Maggi Bell          8,531 (0.0013%)                  8,949 (0.0014%)          
                                                                              
David Rigby         8,531 (0.0013%)                  8,949 (0.0014%)          
                                                                              
Kevin Dady          8,531 (0.0013%)                  9,822 (0.0016%)          
                                                                              
Vic Gysin           -                                4,022 (0.0006%)          

Andy Parker ESOS Exercise & Martin Bolland Share Purchase

On 12th March 2010 Andy Parker exercised 50,000 options granted under the
Employee Share Ownership Scheme (ESOS). The exercise price for the options was
£6.615 and all resulting shares were sold for £7.30 per share. In addition, on
15th March 2010 Martin Bolland purchased 12,500 ordinary shares at a price of £
7.335.

Andy Parker - 50,000 Shares (0.008%), all sold immediately

Martin Bolland - 12,500 Shares (0.0020%)

 9. Percentage of issued class acquired (treasury shares of that class should
    not be taken into account when calculating percentage).
   
    See section 8 above

10. Number of shares, debentures or financial instruments relating to shares
    disposed.
   
    Deferred Annual Bonus 2007, 2008 & 2009 exercises - See section 8 above

    Andy Parker - 50,000 Shares (0.008%)

11. Percentage of issued class disposed (treasury shares of that class should
    not be taken into account when calculating percentage).
   
    See section 8 & 9 above

12. Price per share or value of transaction
   
    Deferred Annual Bonus 2007, 2008 & 2009 exercises - £7.301481 per share

    Martin Bolland - £7.335

    Andy Parker - £7.30

13. Date and place of transaction
   
    Deferred Annual Bonus 2007, 2008 & 2009 exercises - 12 March 2010, London

    Andy Parker - 12 March 2010, London

    Martin Bolland - 15 March 2010, London

14. Total holding following notification and total percentage holding following
    notification (any treasury shares should not be taken into account when
    calculating percentage)
   
    Martin Bolland:
    Shares held under own name: 25,000 (0.0040%)

    Paul Pindar:
    Shares in own name: 1,451,613 (0.23%), Shares held under LTIP: 495,000
    (0.080%), Shares held under LTISAS: 600,000 (0.096%), Shares held under DABP:
    239,607 (0.038%)

    Paddy Doyle:
    Shares in own name: 24,193 (0.0039%), Shares held under CSOP: 2,941 (0.00047%),
    Shares held under SAYE: 1,289 (0.00021%), Shares held under LTIP: 168,000
    (0.027%), Shares held under DABP: 92,725 (0.015%)

    Gordon Hurst:
    Shares in own name: 14,181 (0.0016%), Shares held under CSOP: 93 (0.000015%),
    Shares held under LTIP: 360,000 (0.058%), Shares held under DABP: 175,635
    (0.028%),

    Simon Pilling:
    Shares held under LTIP: 360,000 (0.058%), Shares held under DABP: 184,715
    (0.030%)

    Maggi Bell:
    Shares in own name: 29,662 (0.0048%); Shares held under ESOS: 4,467 (0.00072%),
    Shares held under LTIP: 230,000 (0.037%), Shares held under DABP: 135,298
    (0.022%)

    David Rigby:
    Shares held under CSOP: 603 (0.000097%), Shares held under ESOS: 4,467
    (0.00072%), Shares held under LTIP: 110,000 (0.018%), Shares held under DABP:
    131,191 (0.021%)

    Kevin Dady:
    Shares held under CSOP: 2,391 (0.00038%), Shares held under SAYE: 1090
    (0.00018%), Shares held under ESOS: 4,382 (0.00070%), Shares held under LTIP:
    180,000 (0.029%), Shares held under DABP: 148,811 (0.024%)

    Vic Gysin:
    Shares under ESOS: 54,392 (0.0087%), Shares held under LTIP: 120,000 (0.019%),
    Shares held under DABP: 57,459 (0.0092%)

    Andy Parker
    Shares under ESOS: 4,392 (0.0007%), Shares held under LTIP: 120,000 (0.019%),
    Shares held under DABP: 11,665 (0.0019%)

15. Date issuer informed of transaction
   
    Deferred Annual Bonus 2007, 2008 & 2009 exercises - 12 March 2010

    Andy Parker ESOS Exercise & Martin Bolland Share Purchase - 15 March 2010

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

16. Date of grant
   
    N/A

17. Period during which or date on which it can be exercised.
   
    N/A

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

19. Description of shares or debentures involved (class and number)
   
    N/A

20. Exercise price (if fixed at time of grant) or indication that price is to
    be fixed at the time of exercise.
   
    Nil

21. Total number of shares or debentures over which options held following
    notification.
   
    N/A

22. Any additional information
   
    622,337,670 issued share capital as at 12 March 2010 (excluding Treasury
    Shares)

    2,617,474 shares currently held in Treasury

23. 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

15 March 2010