Director/PDMR Shareholding

SCHEDULE 11

NOTIFICATION OF INTERESTS OF PDMR AND CONNECTED PERSONS

1. Name of company

Xchanging plc

2. Name of PDMR

David Edward Guy Cross

3. Please state whether notification indicates that it is in respect of holding of the shareholder named in 2 above or in respect of a non-beneficial interest or in the case of an individual holder if it is a holding of that person's spouse or children under the age of 18 or in respect of a non-beneficial interest.

As in 2 above

4. Name of the registered holder(s) and, if more than one holder, the number of shares held by each of them (if notified).

David Edward Guy Cross

5. Please state whether notification relates to a person(s) connected with the PDMR named in 2 above and identify the connected person(s)

Notification relates only to David Edward Guy Cross

6. Please state the nature of the transaction. For PEP transactions please indicate whether general/single co PEP and if discretionary/non discretionary

Sale of Ordinary Shares following vesting of equity under Xchanging plc 2007 Performance Share Plan (Schedule 2)

7. Number of shares / amount of stock acquired

N/A

8. Percentage of issued class

N/A

9. Number of shares/amount of stock disposed

245,454

10. Percentage of issued class

0.101665912%

11. Class of security

Ordinary Shares of £0.05 pence each

12. Price per share

£1.22750

13. Date of transaction

27 August 2013

14. Date company informed

27 August 2013

15. Total holding following this notification

38,311

16. Total percentage holding of issued class following this notification

0.015868239% If a PDMR has been granted options by the company please complete the following boxes.

17. Date of grant

The Company previously granted options on 28 April 2004 and 5 February 2007.

18. Period during which or date on which exercisable

Exercisable from 28 April 2007 to 28 April 2014 and from 5 February 2010 to 5 February 2017 respectively.

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

Nil

20. Description of shares or debentures involved: class, number

92,002 Ordinary Shares of £0.05 each

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

Nil

22. Total number of shares or debentures over which options held following this notification

92,002

23. Any additional information

N/A

24. Name of contact and telephone number for queries

Gary Whitaker - 020 7780 6999

25. Name and signature of authorised company official responsible for making this notification

Gary Whitaker

Company Secretary