Director/PDMR Shareholding

.

SCHEDULE 11

NOTIFICATION OF INTERESTS OF PDMR AND CONNECTED PERSONS

1. Name of company

Xchanging plc

2. Name of PDMR

David William Andrews

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

Non beneficial interest (see paragraph 6 below)

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 William Andrews

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 William Andrews

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

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

Personal loan from David William Andrews of approximately £2,000,000 to his son, William James Andrews (who does not qualify as a PDMR or a connected person) to facilitate the purchase by William James Andrews of 1,146,864 shares in Xchanging plc at a price of £1.73 per share. Consequently, David William Andrews' holding of shares in Xchanging plc remains unchanged. This transaction is announced in accordance with Chapter 3 of the Disclosure Rules because David William Andrews (in his capacity as a PDMR) has facilitated the acquisition of Xchanging plc shares by his son.

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

N/A

10. Percentage of issued class

N/A

11. Class of security

Ordinary Shares of 5 pence each

12. Price per share

N/A

13. Date of transaction

4 August 2010

14. Date company informed

4 August 2010

15. Total holding following this notification

David William Andrews total holding remains unchanged by this transaction at 19,063,448 shares

16. Total percentage holding of issued class following this notification

David William Andrews total percentage holding remains unchanged by this transaction at 7.964%

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