Director Shareholding

Xaar PLC
22 November 2001

                       DEALINGS BY DIRECTORS


1)  NAME OF COMPANY

    XAAR PLC

2)  NAME OF DIRECTOR

    IAN DINWOODIE

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 an non-beneficial interest

    -

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

    -

5)  Please state whether notification relates to a person(s) connected
    with the Director named in 2 above and identify the connected person(s)

    -

6)  Please state the nature of the transaction. For PEP transactions
    please indicate whether general/single co PEP and if discretionary/non
    discretionary

    -

7)  Number of shares/amount of
    stock acquired

    -

8)   (- %)
    of issued Class



9)  Number of shares/amount
    of stock disposed

    -

10)  (- %)
    of issued Class



11) Class of security

    -

12) Price per share

    -

13) Date of transaction

    -

14) Date company informed

    22 NOVEMBER 2001

15) Total holding following this notification

    -

16) Total percentage holding of issued class following this notification

    -

     IF A DIRECTOR HAS BEEN GRANTED OPTIONS BY THE COMPANY PLEASE
                    COMPLETE THE FOLLOWING BOXES

17) Date of grant

    22 NOVEMBER 2001

18) Period during which or date on which exercisable

    THREE TO TEN YEARS FROM DATE OF GRANT SUBJECT TO VESTING CRITERIA

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

     NIL

20) Description of shares or debentures involved: class, number.

    10P ORDINARY SHARES 150,000

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

    88 PENCE

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

    150,000

23) Any additional information

    VESTING CRITERIA LINKED TO EPS AND SHARE PRICE GROWTH GRANT OF 150,000      
    OPTIONS

24) Name of contact and telephone number for queries

    G N MACLEOD 
    01223 423 663

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

    Date of Notification  22 NOVEMBER 2001