Director/PDMR Shareholding

NOTIFICATION OF INTERESTS OF PDMR AND CONNECTED PERSONS

1. Name of company

Xchanging plc

2. Name of PDMR

David Gregory 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 Gregory Bauernfeind (PDMR)

Nicolette Julia 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 Gregory Bauernfeind (PDMR) and Nicolette Julia 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

Following the vesting of 159,907 ordinary shares under Xchanging plc 2007 Performance Share Plan (Schedule 2), and the subsequent sale of 75,422 ordinary shares (as announced on 28 August 2013), David Bauernfeind transferred 84,485 ordinary shares to Nicolette Julia Bauernfeind (a connected person).

7. Number of shares / amount of stock purchased

N/A

8. Percentage of issued class

N/A

9. Number of shares/amount of stock transferred

84,485 ordinary shares were transferred to Nicolette Julia Bauernfeind

10. Percentage of issued class

0.03499%

11. Class of security

Ordinary Shares of £0.05 each

12. Price per share

£1.28

13. Date of transaction

6 September 2013

14. Date company informed

10 September 2013

15. Total holding following this notification

311,710 (including shares held by Connection Persons)

16. Total percentage holding of issued class following this notification

0.1291%

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