Holding(s) in Company

TR-1: NOTIFICATION OF MAJOR INTEREST IN SHARESi

1. Identity of the issuer or the underlying issuerof existing shares to which voting rights areattached: ii

Xchanging PLC - LSE: XCH

2 Reason for the notification (please tick the appropriate box or boxes):

An acquisition or disposal of voting rights

X

An acquisition or disposal of qualifying financial instruments which may result in the acquisition of shares already issued to which voting rights are attached

N/A

An acquisition or disposal of instruments with similar economic effect to qualifying financial instruments

N/A

An event changing the breakdown of voting rights

N/A

Other (please specify):

N/A

3. Full name of person(s) subject to thenotification obligation: iii

David W Andrews

4. Full name of shareholder(s)  (if different from 3.):iv

5. Date of the transaction and date onwhich the threshold is crossed orreached: v

24 March 2011

6. Date on which issuer notified:

25 March 2011

7. Threshold(s) that is/are crossed orreached: vi, vii

8% and 7%

8. Notified details:

A: Voting rights attached to shares viii, ix

Class/type ofshares

if possible usingthe ISIN CODE

Situation previousto the triggeringtransaction

Resulting situation after the triggering transaction

NumberofShares

NumberofVotingRights

Numberof shares

Number of votingrights

% of voting rights x

Direct

Direct xi

Indirect xii

Direct

Indirect

19,798,448

19,798,448

15,798,448

15,798,448

6.60%

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B: Qualifying Financial Instruments

Resulting situation after the triggering transaction

Type of financialinstrument

Expirationdate xiii

Exercise/Conversion Period xiv

Number of votingrights that may beacquired if theinstrument isexercised/ converted.

% of votingrights

C: Financial Instruments with similar economic effect to Qualifying Financial Instruments xv, xvi

Resulting situation after the triggering transaction

Type of financialinstrument

Exercise price

Expiration date xvii

Exercise/Conversion period xviii

Number of voting rights instrument refers to

% of voting rights xix, xx

Nominal

Delta

Total (A+B+C)

Number of voting rights

Percentage of voting rights

15,798,448

6.60%

9. Chain of controlled undertakings through which the voting rights and/or thefinancial instruments are effectively held, if applicable: xxi

The figure of 15,798,448 shares held by David W Andrews includes 400,000 shares held by the trustees of the David William Andrews Discretionary Trust.

Proxy Voting:

10. Name of the proxy holder:

11. Number of voting rights proxy holder will ceaseto hold:

12. Date on which proxy holder will cease to holdvoting rights:

13. Additional information:

14. Contact name:

Diana Davidson, Farrer & Co LLP

15. Contact telephone number:

+44 (0)20 3375 7338