Director/PDMR Shareholding

1

Name of Company

Xchanging plc

2

State whether the notification relates to (i) a transaction notified in accordance with DTR 3.1.2 R, (ii) a disclosure made in accordance with section 793 of the Companies Act 2006, or (iii) in accordance with paragraph 26 of the Model Code

This announcement is made in accordance with DTR 3.1.2R

3

Name of PDMR

David Gregory Bauernfeind

4

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

5

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

David Gregory Bauernfeind

6

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 Gregory Bauernfeind only (PDMR)

7

Please state the nature of the transaction.

For PEP transactions please indicate whether general/single co PEP and if discretionary/non discretionary.

Exercise of options over 56,228 shares awarded under Xchanging plc 2007 Executive Share Option Plan (unapproved);

Exercise of options over 38,772 shares awarded under Xchanging plc 2007 Executive Share Option Plan (approved); and

Sale of 67,228 shares, in part to cover exercise cost (including any tax arising from exercise).

8

Number of shares purchased

95,000 acquired by exercising options

9

Percentage of issued class

0.0390%

10

Number of shares disposed

67, 228 disposed to cover exercise cost, tax and NI arising from exercise (27,772 shares retained)

11

Percentage of issued class

0.0276%

12

Class of security

Ordinary Shares of £0.05 each

13

Price per share

£1.65

14

Date of transaction

10 March 2014

15

Date company informed

11 March 2014

16

Total holding following this notification

339,482 (which is consists of 183,597 shares held by PDMR and 155,885 shares held by Connected Persons). This represents a net increase of 27,772 shares.

17

Total percentage holding of issued class following this notification

0.139%

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

18

Date of grant

N/A

19

Period during which or date on which exercisable

N/A

20

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

N/A

21

Description of shares involved: class, number

N/A

22

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

N/A

23

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

N/A

24

Any additional information

N/A

25

Name of contact and telephone number for queries

Anna Myburgh, 020 3604 5001

26

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

Anna Myburgh, Assistant Group Company Secretary