Notice of GM and publication of Circular

Xchanging plc

("Xchanging" or the "Company")

Publication of Circular and Notice of General Meeting

On 15 May 2013, Xchanging announced that it has signed an agreement (conditional upon Xchanging shareholder and certain other approvals) to sell its 51% shareholding in Xchanging Transaction Bank GmbH and its holding company Xchanging etb GmbH (together "XTB") to its joint Enterprise Partner, Deutsche Bank AG ("Deutsche Bank").

XTB has a 51% shareholding in another Enterprise Partnership, FondsdepotBank ("FdB") with Allianz Global Investors GmbH ("AGI"). Immediately prior to the sale of XTB to Deutsche Bank, Xchanging will extract the shareholding in FdB and hold it directly.

Deutsche Bank is classified as a related party by the UK Listing Authority as a result of their 49% shareholding in XTB immediately prior to the disposal. The proposed disposal, along with an indemnity that will be given to Deutsche Bank in relation to the extraction of FdB are therefore classified as related party transactions, and in the case of the FdB indemnity a class one transaction by the UK Listing Authority and are therefore conditional on the approval of Xchanging shareholders at a general meeting of Xchanging.

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 proposed disposal and indemnity 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 26 July 2013 at 10:00 a.m. at the offices of Xchanging, 34 Leadenhall Street, London EC3A 1AX.

Enquiries:

David Bauernfeind, Chief Financial Officer

Alexandra Hockenhull, Head of Corporate Communications and Investor Relations

Brian Hudspith

Daniel Yea

Emma Burdett

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.