Director/PDMR Shareholding

.

SCHEDULE 11

NOTIFICATION OF INTERESTS OF PDMR AND CONNECTED PERSONS

1. Name of company

Xchanging plc

2. Name of PDMR

Nigel M S Rich

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)

As in 2 above

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 Nigel M S Rich

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

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

Purchase of shares

7. Number of shares / amount of stock acquired

50,000 ordinary shares

8. Percentage of issued class

0.021%

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

£0.6373

13. Date of transaction

3 March 2011

14. Date company informed

3 March 2011

15. Total holding following this notification

300,000 ordinary shares

16. Total percentage holding of issued class following this notification

0.125%

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