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Xansa PLC (XAN)

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Friday 01 February, 2002

Xansa PLC

Director Shareholding

Xansa PLC
1 February 2002


Re: Chapter 16, Paragraph 13 of CONTINUING OBLIGATIONS

Xansa plc (the 'Company') announces that it received notification on 1 February 
2002 for the purposes of Section 329 of the Companies Act 1985 that the trustee 
of the Xansa Employee Trust (the 'Trust') has transferred 670,671 of the 
Company's ordinary shares of 5 pence each ('Ordinary Shares') to participants 
exercising options granted under the Company's ShareSave Scheme. The Ordinary 
Shares were transferred by Xansa Employee Trust Company Limited as trustee of 
the Trust and Xansa QUEST. The Trust and the Xansa QUEST are discretionary 
trusts for the benefit of employees of the Company and its subsidiaries, which 
operate in conjunction with the Company's ShareSave Scheme and All Employee 
Share Option Scheme (together the 'Schemes') and hold Ordinary Shares to satisfy 
existing options granted under the Schemes.

1. Mr G R Dunn, an executive director of the Company is also a director of Xansa 
   Employee Trust Company Limited.

2. Transactions notified on 1 February 2002 in relation to the Trust and the 
   Xansa QUEST.


   Scheme      Date of Transaction      Number of Ordinary     Option Price of
                                        Shares Transferred     Ordinary Shares

  ShareSave        01.02.02                  670,671               £2.23



The total holding of the Trust and the Xansa QUEST amounts to 37,370,590 
Ordinary Shares (Trust: 23,985,165 and Xansa QUEST: 13,385,425).



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