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Xansa PLC (XAN)

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Thursday 24 July, 2003

Xansa PLC

Director Shareholding

Xansa PLC
24 July 2003


TO:  Regulatory News Service
     The London Stock Exchange


Re:  Chapter 16, Paragraph 13 of CONTINUING OBLIGATIONS

Xansa plc (the "Company") announces that on 23 July 2003 the following executive
directors were granted options based on the average middle market quotation over
the five dealing days commencing 16 July to 22 July 2003 inclusive over the
Company's ordinary shares of 5 pence each ("Ordinary Shares") under the rules of
the Xansa All Employee International Share Option Scheme at an exercise price of
96.3 pence each.

Name of Director                              Number of Options Granted

Mrs L K Barrat                                        50,000
Mr S Srivastava                                       50,000
Mr S R Weston                                        250,000
Mr A L Wood                                          250,000


These options become exercisable during the period from 23 July 2006 to 22 July
2010 inclusive subject to the following performance condition being achieved:

Options will become exercisable on the achievement of growth in the Company's
earnings per share over the three-year period commencing from the accounting
period last ended prior to the grant of the options as follows:

• 50% of options become exercisable if average earnings per share
  growth per annum equals or exceeds UK Retail Price Index plus 4% over the
  three-year period.

• 75% of options become exercisable if average earnings per share
  growth per annum equals or exceeds UK Retail Price Index plus 5% over the
  three-year period.

• 100% of options become exercisable if average earnings per share
  growth per annum equals or exceeds UK Retail Price Index plus 6% over the
  three-year period.

If the performance condition to exercise all or a percentage of the options has
not been achieved at the end of the three-year period, it will be measured again
at the end of the fourth year and again at the end of the fifth year using the
appropriate performance condition measurements.  If the performance condition is
not met at the end of the five-year period the options or any balance
outstanding which have not become exercisable, will lapse.

As a result of the above, these directors' interests over options in the
Company's Ordinary Shares are as follows:

Name:                                           Number of Options

Mrs L K Barrat                                       201,222
Mr S Srivastava                                      103,490
Mr S R Weston                                        490,053
Mr A L Wood                                          434,357


24 July 2003


                      This information is provided by RNS
            The company news service from the London Stock Exchange