Director/PDMR Shareholding

SCHEDULE 11

NOTIFICATION OF INTERESTS OF PDMR AND CONNECTED PERSONS

1. Name of company

Xchanging plc

2. Name of PDMR

David Bauernfeind

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

Notification is in respect of holding by PDMR and PDMR's connected person

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 Bauernfeind (PDMR)

Nicolette Bauernfeind (Connected Person)

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 to David Bauernfeind (PDMR) and Nicolette Bauernfeind (Connected Person)

6. Please state the nature of the transaction. For PEP transactions please

indicate whether general/single co PEP and if discretionary/non discretionary

Purchase and sale of Ordinary shares to facilitate efficient tax planning. The position after the transaction results in a net gain of the PDMR's shareholding.

7. Number of shares / amount of stock acquired

David Bauernfeind 36,400

Nicolette Bauernfeind 3,400

8. Percentage of issued class

David Bauernfeind- 0.0151%

Nicolette Bauernfeind - 0.0014%

9. Number of shares/amount of stock disposed

Nicolette Bauernfeind - 20,000

10. Percentage of issued class

0.0083%

11. Class of security

Ordinary Shares of 5 pence each

12. Price per share

£1.199 (Purchase)

£1.198 (Sale)

13. Date of transaction

11 December 2012

14. Date company informed

11 December 2012

15. Total holding following this notification

159,800

16. Total percentage holding of issued class following this notification

0.0665%

If a PDMR has been granted options by the company please complete the

following boxes.

17. Date of grant

N/A

18. Period during which or date on which exercisable

N/A

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

N/A

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

N/A

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

fixed at time of exercise

N/A

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

notification

N/A

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