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Capita Group PLC (CPI)

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Wednesday 11 May, 2011

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)
   
Paul Pindar - (i)

 3. Name of person discharging managerial responsibilities/director
   
Paul Pindar

 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 (including Restricted DABP shares): 1,646,903 (0.27%),
Shares held under LTIP: 641,137 (0.10%), Shares held under LTISAS: 600,000
(0.098%), Shares held under DABP: 206,544 (0.034%)

 1. State the nature of transactions
   
Co-Investment Plan

At the AGM of the Company held on 10 May 2011, the Co-Investment Plan ("CIP")
was approved by the shareholders of the Company. The principal terms of the CIP
are outlined in the appendix of the notice of the AGM. Under the rules of the
CIP, the PDMR mentioned in section 3 (the "Participant") is entitled to a grant
of matching shares subject to certain criteria. A grant of 412,087 shares has
been made and these shares are subject to a four year performance period and a
six year exercise period.

 2. Number of Shares, debentures or financial instruments relating to shares
    acquired.
   
Paul Pindar - Grant 412,087 (0.067%)

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

 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
   
Nil

 7. Date and place of transactions
   
10 May 2011, London

 8. 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 (including Restricted DABP shares): 1,646,903 (0.27%),
Shares held under LTIP: 641,137 (0.10%), Shares held under LTISAS: 600,000
(0.098%), Shares held under DABP: 206,544 (0.034%), Shares held under CIP:
412,087(0.067%)

 9. Date issuer informed of transaction
   
10 May 2011, London

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

17. Date of grant
   
10 May 2011, London

18. Period during which or date on which it can be exercised.
   
10 May 2015 - 10 May 2021

19. Total amount paid (if any) for grant of the option
   
Nil

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.
   
Co-Investment Plan - Nil cost options

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

23. Any Additional information
   
613,062,390 issued share capital (as at 10 May 2011, excluding treasury shares)

14,415,305 shares currently held in Treasury

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

11 May 2011