Result of General Meeting

26 July 2013

Xchanging plc

("Xchanging" or the "Company")

Result of General Meeting

Xchanging hereby notifies the market that at the general meeting of the Company held earlier today, the ordinary resolution contained in the Circular and Notice of Meeting circulated to shareholders on 10 July 2013 (the "Circular") was duly passed by shareholders.

The purpose of the general meeting was to approve the disposal by Xchanging of its 51% shareholding in Xchanging Transaction Bank GmbH and its holding company Xchanging etb GmbH (together "XTB") to Deutsche Bank AG ("Deutsche Bank") and the giving of an uncapped indemnity to Deutsche Bank in relation to the transfer of XTB's 51% shareholding in Fondsdepot Bank GmbH to Xchanging Holdco No. 3 Ltd (together, the "Transaction"), as detailed in the Circular. The full text of the ordinary resolution is set out in the Circular which is available on the Company's website at:

http://www.xchanging.com/investors/reports

The result of the poll was as follows:

Notes:

1. Any proxy votes which were at the discretion of the chairman of the meeting have been included in the

"Votes For" column.

2. A total of 169,459,272 votes were validly cast, including a total of 169,459,272 proxy votes.

3. The proportion of the Company's issued share capital represented by those votes validly cast is 70.61%.

4. A vote withheld is not a vote in law and is not counted in the calculation of the votes for or against a resolution.

Xchanging now having received all the required approvals, change of control will take place, as planned, with effect from 1 September 2013.

Terms defined in the Circular have the same meanings when used in this announcement. 

These results will also be published on the Company's website at:

http://www.xchanging.com/investors/news-and-media/regulatory-news

In accordance with Listing Rule LR9.6.2R, a copy of the resolution passed at the general meeting will shortly be submitted to the National Storage Mechanism and will be available for inspection at http://hemscott.com/nsm.do. 

Enquiries:

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

David Bauernfeind, Chief Financial Officer

Alexandra Hockenhull, Head of Corporate Communications

and Investor Relations

Maitland Tel: +44 (0) 207 379 5151

Brian Hudspith

Emma Burdett

Daniel Yea

About Xchanging

What we areXchanging provides business processing, technology and procurement services internationally for customers across multiple industries.What we doXchanging brings innovation, thought leadership and passion to its customers' businesses so as to enhance performance and value. Our values are embedded into everything we do.What we want to beXchanging wants to be regarded as the best provider in its chosen markets by delivering services that are recognised for outstanding quality, reliability and innovation.

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.