Notice of GM and publication of Circular

17 December 2012

Xchanging plc

("Xchanging" or the "Company")

Publication of Related Party Circular and Notice of the General Meeting

On 8 November 2012, Xchanging announced that its subsidiary, Kedrios, had acquired the entire issued share capital of AR Enterprise S.r.l (the "Acquisition"). Xchanging owns Kedrios along with its joint venture ("JV") partner, SIA S.p.A ("SIA"). The relationship between the two joint venture partners in respect of their investment in Kedrios is governed by a JV agreement.

Conditional upon the approval of Xchanging's Shareholders, certain amendments to the JV agreement have been proposed which (a) remove from the JV agreement an existing restriction on Xchanging's ability to transfer its Kedrios shares without first obtaining SIA's consent and (b) amend a put option and a call option, held by SIA and Xchanging respectively, such that each becomes exercisable in the event of Xchanging transferring all its Kedrios shares to a third party.

Immediately prior to the Acquisition, SIA held 49 per cent. of the share capital of Kedrios. As a consequence, SIA is classified as a "related party" of Xchanging under the Listing Rules by virtue of being a substantial shareholder of Kedrios (a subsidiary of Xchanging). Further, the entry by Xchanging into the amendments to the JV Agreement described above is classified under the Listing Rules as a "related party transaction" and require the prior approval of Xchanging's Shareholders (the "Related Party Transaction").

Xchanging announces that a circular incorporating a notice of general meeting of the Company (the "General Meeting") has today been published in connection with the Related Party Transaction and will shortly be issued to shareholders.

A copy of the circular has also been submitted to the National Storage Mechanism and will shortly be available for inspection at www.hemscott.com/nsm.do and on the Company's website.

The General Meeting will be held on 14 January 2013 at 10:00 a.m. at the offices of Xchanging, 34 Leadenhall Street, London EC3A 1AX.

Enquiries:

Xchanging plc Tel: +44 (0) 207 780 6999

David Bauernfeind, Chief Financial Officer

Alexandra Hockenhull, Head of Corporate Communications

and Investor Relations

About Xchanging

Xchanging is a business process and technology service provider and integrator specialising in Financial Services, Insurance Services, Technology and Procurement, with processing skills and capabilities applicable to other vertical industry and market sectors.

www.xchanging.com 

Cautionary Statement: 

This announcement contains forward-looking statements that are based on current expectations or beliefs, as well as assumptions about future events. These forward-looking statements can be identified by the fact that they do not relate only to historical or current facts. Forward-looking statements often use words such as anticipate, target, expect, estimate, intend, plan, goal, believe, will, may, should, would, could, is confident, or other words of similar meaning. Undue reliance should not be placed on any such statements because they speak only as at the date of this document and, by their very nature, they are subject to known and unknown risks and uncertainties and can be affected by other factors that could cause actual results, and Xchanging's plans and objectives, to differ materially from those expressed or implied in the forward-looking statements.

There are a number of factors which could cause actual results to differ materially from those expressed or implied in forward-looking statements. Among the factors that could cause actual results to differ materially from those described in the forward-looking statements are; increased competition, the loss of or damage to one or more key customer relationships, changes to customer ordering patterns, delays in obtaining customer approval or price level changes, the failure of one or more key suppliers, the outcome of business or industry restructuring, the outcome of any litigation, changes in economic conditions, currency fluctuations, changes in interest and tax rates, changes in raw material or energy market prices, changes in laws, regulations or regulatory policies, developments in legal or public policy doctrines, technological developments, the failure to retain key management, or the key timing and success of future acquisition opportunities or major investment projects.