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Xansa PLC (XAN)

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Monday 03 July, 2006

Xansa PLC

Director/PDMR Shareholding


TO: Regulatory News Service
The London Stock Exchange

Xansa plc (the "Company") announces that a provisional award has been made
under the Xansa Equity Incentive Plan (the "Plan"). The Plan aims to reward
Executive Directors and certain senior members of the management team for the
delivery of shareholder value and profitable business growth, and is
underpinned by an individual shareholding requirement in order to promote
ownership among the senior leadership group.

On 30 June 2006, the following Executive Directors were granted nil price
options under the Plan rules over the Company's ordinary shares of 5 pence each
("Ordinary Shares").

Name of Director        Number of Options Granted Provisionally

Mr A R Cox              497,304

Mr G M Stuart           264,960

Mr S R Weston           271,360

The above grants represent the maximum number of shares that may be earned on
the basis of the Company's performance against a range of corporate objectives
and measured over this current financial year. At the end of the financial
year, the Remuneration Committee will assess the Company's performance against
the specific targets and will determine the number of shares earned by the
participants. Any portion of the award not made will lapse.

In addition, notwithstanding the performance of the Company against the
targets, if the Remuneration Committee is not satisfied that adequate
underlying financial performance has been achieved over the financial year or
it should wish to apply a moderator to any award, it may reduce the number of
shares earned, by such amount as it considers appropriate.

Participants in the Plan must commit to hold a number of Ordinary Shares for
the duration of the Plan award period ("Commitment Requirement"). For
individuals participating in the Plan for the first time, the Commitment
Requirement is set at 10% of pre-tax annual basic salary rising to 15% in
respect of individuals who are participating for a second time.

The number of shares earned for the year will be held in the Xansa plc 2004
Employee Benefit Trust, with 50% vesting at the end of the third year of the
Plan award period, and 25% of the Plan award vesting at the end of each of the
subsequent two years, subject to continuing employment and the maintenance of
the Commitment Requirement.

With respect to the awards made in July 2005, the following options have been
confirmed by the Remuneration Committee having assessed the performance of the
Executive Directors following the end of the 2005/06 financial year.

Name:           Number of Options      Number of Options      Number of Options
                Granted                Confirmed              Lapsed
                Provisionally

Mr A R Cox      395,753                186,004                209,749
Mr G M Stuart   209,836                 73,967                135,869
Mr S R Weston   209,836                 98,622                111,214

As a result of the above awards and lapses, the Directors' interests over
options in the Company's Ordinary Shares now stand at:

Name:           Number of Options

Mr A R Cox      2,258,912
Mr G M Stuart     518,888
Mr S R Weston     954,245

This notification relates both to a transaction notified in accordance with DR
3.1.4R(1)(a) and DR 3.1.4(R)(1)(b) of the Disclosure Rules, the latter being a
disclosure made in accordance with section 324 (as extended by section 328) of
the Companies Act 1985.

3 July 2006