Annual Financial Report

Xchanging plc (the 'Company') annual report and accounts, Notice of Annual General Meeting and Proposed Amendment of Articles of Association

The Company has today published its annual report and accounts 2009, Notice of Annual General Meeting and Form of Proxy.

Annual report and accounts 2009

Copies of the annual report and accounts 2009 have been submitted to the UK Listing Authority and will be available for inspection at the UK Listing Authority's Document Viewing Facility, which is located at:

Financial Services Authority

25 The North Colonnade

Canary Wharf

London E14 5HS

The Company's annual report and accounts 2009 is available on the Company's website within the 'Investor Relations' section (please click on the link to 'Financial reports and presentations'):

www.xchanging.com 

Notice of Annual General Meeting 2010

The Company has issued to shareholders its Notice of Annual General Meeting 2010 and Form of Proxy including a map of the venue. The Annual General Meeting will be held on 27 April 2010 at 9:00 at Xchanging, 34 Leadenhall Street, London EC3A 1AX.

Copies of the Notice of Annual General Meeting 2010, Form of Proxy and Letter of Availability have been submitted to the UK Listing Authority and will be available for inspection at the UK Listing Authority's Document Viewing Facility, which is located at:

Financial Services Authority

25 The North Colonnade

Canary Wharf

London E14 5HS

The Company's Notice of Annual General Meeting 2010 and a map of the venue are available on the Company's website under the Investor Relations section (please click on the links to 'Shareholder information' and then 'AGM'):

www.xchanging.com 

Proposed amendment of the Company's Articles of Association

Resolution 13 in the Notice of Annual General Meeting proposes various changes to the Articles of Association of the Company ('Articles'). These changes are required to bring the Articles in line with the final tranche of the Companies Act 2006 which came into force on 1 October 2009. A summary of the proposed changes is set out in the Notice of Annual General Meeting at page 9 in the Explanatory Notes to Resolution 13. In addition, copies of the amended version of the Articles showing the proposed changes have been submitted to the UK Listing Authority and will be available for inspection at the UK Listing Authority's Document Viewing Facility. Further, a copy of the existing Articles and the amended Articles showing the proposed changes will be available for inspection at Xchanging plc, 13 Hanover Square, London W1S 1HN during normal business hours on Monday to Friday each week (bank holidays excepted) from today until the date of the Annual General Meeting.

Interim Management Statement

Xchanging will be releasing its next Interim Management Statement on 27 April 2010 at 07:00 (BST). This will be followed by a conference call at 08:00 (BST) which will be hosted by David Andrews (Chief Executive Officer) and Richard Houghton (Chief Financial Officer). The conference call dial-in details will be provided in the Interim Management Statement.

Disclosure and Transparency Rule 6.3.5

In compliance with the Disclosure and Transparency Rules ('DTR'), a description of the principal risks and uncertainties, a responsibility statement and details of related party transactions are set out below in full unedited text. Capitalised terms used below are, unless otherwise defined in this announcement, as defined in the Glossary at page 120 of the annual report and accounts 2009. A condensed set of financial statements was appended to the Company's 2009 full year results announcement issued on 1 March 2010, which included an indication of important events that occurred during the year. The additional DTR disclosures below are taken from the 2009 annual report and accounts, which is available on our website www.xchanging.com within the 'Investor Relations' section (please click on the link to 'Financial reports and presentations').

Key risks, impacts and mitigation strategy

(page 24, Annual report and accounts 2009)

Xchanging maintains a hierarchy of risk registers, which cover the key internal and external risks to our businesses. The Group risk register is approved by the Board and ensures we have mitigation plans in place to minimise the potential impact of key risks on the Group.

Directors' statement pursuant to the Disclosure and Transparency Rules

(page 38, Annual report and accounts 2009)

Each of the Directors confirm that, to the best of each person's knowledge and belief:

·; the financial statements, prepared in accordance with applicable accounting standards, give a true and fair view of the assets and liabilities, financial position and profit of the Group and Company; and

·; the Directors' report contained in the annual report includes a fair review of the development and performance of the business and the position of the Company and Group, together with a description of the principal risks and uncertainties that they face.

Related party transactions

(page 110, Annual report and accounts 2009)

The following companies are considered to be related parties of the Group as they hold minority shareholdings in a number of the subsidiaries of Xchanging plc.

The Corporation of Lloyd's held a 25% interest in Ins-sure Holdings Limited and a 50% interest in Xchanging Claims Services Limited for the full year ended 31 December 2009. Some of the directors of Xchanging Claims Services Limited are employees of the Corporation of Lloyd's. The emoluments of these directors were borne by the Corporation of Lloyd's.

The International Underwriting Association held a 25% interest in Ins-sure Holdings Limited for the full year ended 31 December 2009.

Deutsche Bank AG held a 44% interest in Xchanging etb GmbH for the full year ended 31 December 2009. Some of the directors of Xchanging etb GmbH are employees of Deutsche Bank AG. The emoluments of these directors were borne by Deutsche Bank AG.

Aon Limited held a 50% interest in Xchanging Broking Services Limited for the full year ended 31 December 2009. Some of the directors of Xchanging Broking Services Limited are employees of Aon Limited. The emoluments of these directors were borne by Aon Limited.

Allianz Global Investors Kapitalanlagegesellschaft mbH held a 49% interest in Fondsdepot Bank GmbH for the full year ended 31 December 2009.

During the year Cambridge Integrated Services Group Inc., a subsidiary of the Group, entered into a contract with Campagnie Pour Assistance Technique et Investissements S.A. to provide consulting services, business development and procurement services.

Scandent Holdings Mauritius Limited, the previous owner of Cambridge Solutions Limited, is considered to be a related party of the Group by virtue of the fact that its directors have representation on the board of Cambridge Solutions Limited.

A description of the nature of the services provided to/from these companies by/to the Group and the amount receivable/ (payable) in respect of each at 31 December, are set out in the table below:

There have been provisions totalling £408,000 (2008: £nil) recognised against receivables from related parties.

Transactions with Directors and key management

(page 111, Annual report and accounts 2009 with references to pages 47 to 53)

The compensation disclosure below relates to the Xchanging plc Directors and key senior managers within the Group, who constitute the people having authority and responsibility for planning, directing and controlling the Group's activities, being the Xchanging Management Board.

Further information regarding Xchanging plc Directors' remuneration is disclosed in the remuneration report on pages 47 to 53 which forms part of these financial statements.

The total gain made by Directors and key management during the year from the exercise of share options was £2,185,000 (2008: £581,000).

During 2007, loans were provided by the Xchanging BV Employee Benefit Trust to a number of employees including Directors and key management personnel to enable them to purchase shares in Xchanging BV (these shares have been subsequently exchanged for shares in Xchanging plc). The loans are non-interest bearing and become repayable on the earlier of the cessation of employment, transfer or disposal of the shares, acceptance of another loan from the Group to refinance the shares and 31 December 2011. The Xchanging BV Employee Benefit Trust has a call option over the shares until the loans are repaid in full.

The balances due from the Directors and key management and the carrying amounts in the consolidated financial statements are:

The following table shows amounts due from those individuals who were either Directors or members of key management at 2008 but have subsequently left the Group and are therefore no longer considered to be related parties of the Group. The information is provided for comparative purposes only.

Enquiries

25 March 2010

About Xchanging

Xchanging is one of the largest and fastest growing business processors. With a wide range of multinational customers in 42 countries and employing over 8,000 people, we are a truly global company. We deliver mission-critical, high volume processing to our customers. Our aim is simply to provide business processing services better, cheaper and faster.

Xchanging provides procurement, accounting, human resources and technology services across industries. We combine this functional processing expertise with deep industry domain knowledge to provide industry-specific processing services across a broad range of industries. These industries include banking, insurance, manufacturing, retail and real estate among others.

Listed on the London Stock Exchange in 2007, the company is in the FTSE250, the index of mid-capitalised companies traded on the London Stock Exchange. Xchanging is also a member of the FTSE4Good index which measures the performance of companies that meet globally recognised corporate responsibility standards.

www.xchanging.com