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THIS DOCUMENT AND THE ACCOMPANYING PROXY FORM ARE IMPORTANT AND REQUIRE YOUR IMMEDIATE ATTENTION. If you are in any doubt as to the content of this circular or the action you should take, you are recommended to seek your own independent financial advice immediately from your stockbroker, bank manager, solicitor, accountant or other independent financial advisor duly authorised under the UK Financial Services and Markets Act 2000 if you are resident in the United Kingdom or, if not, from another appropriately authorised independent financial advisor.

If you sell or have sold or otherwise transferred all of your ordinary shares in Xchanging plc ("Xchanging"), please forward this document, together with the accompanying documents, at once to the purchaser or transferee or to the stockbroker, bank or other agent through whom the sale or transfer was effected, for delivery to the purchaser or transferee. If you sell or have sold part only of your holding of Xchanging shares, please consult the bank, stockbroker or other agent through whom the sale or transfer was effected.

This document comprises a circular relating to the Disposal prepared in accordance with the Listing Rules of the Financial Conduct Authority made under section 73A of the Financial Services and Market Act 2000.

Citigroup Global Markets Limited ("Citi"), which is authorised by the Prudential Regulation Authority ("PRA") and regulated in the United Kingdom by the PRA and the Financial Conduct Authority ("FCA"), is acting exclusively for Xchanging and for no one else in relation to the matters described in this document and is not advising any other person and accordingly will not be responsible to anyone other than Xchanging for providing the protections afforded to the customers of Citi or for providing advice in relation to the matters described in this document.

XCHANGING PLC

(Incorporated and registered in England and Wales under the Companies Act 1985 with registered number 05819018)

Proposed Disposal of 51% indirect interest in Xchanging etb GmbH

and

Notice of General Meeting

This document should be read as a whole. Your attention is drawn to the letter to Shareholders from the Chairman of Xchanging which is set out in Part I of this document. This document contains a recommendation that you vote in favour of the Resolution (set out at page 9) at the General Meeting referred to below.

For a discussion of certain risk factors which should be taken into account when considering whether to vote in favour of the Resolution, see Part II of this document.

Notice convening a general meeting of Xchanging to be held at 34 Leadenhall Street, London, EC3A 1AX, United Kingdom at 10.00am on 26 July 2013 (the "General Meeting") is set out on page 43 of this document.

Whether or not you intend to be present at the General Meeting, you are requested to complete and sign the accompanying Proxy Form in accordance with the instructions printed thereon or to register the appointment of a proxy electronically. Guidelines to assist you to complete the Proxy Form or to register the appointment of a proxy electronically are set out on pages 44 and 45 of this document. Completed Proxy Forms must be returned to Equiniti Limited, Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA (tel.: +44 (0)871 384 2030 (calls to this number cost 8p per minute plus network extras, lines are open 8.30am to 5.30pm, Monday to Friday) or, if calling from outside the UK, +44 (0)121 415 7047), as soon as possible and, in any event, so as to be received not later than 10.00am on 24 July 2013. The return of a completed Proxy Form or the appointment of a proxy electronically will not prevent you from attending the General Meeting and voting in person if you so wish and are so entitled.

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A summary of the action to be taken by Shareholders is set out in Part I of this document and in the accompanying Notice of General Meeting.

All references in this document to times are to London times unless otherwise stated.

This document, including information included or incorporated by reference in this document, may contain certain "forward-looking statements" regarding the financial position, business strategy or plans for future operations of the Group. All statements other than statements of historical fact included in any document may be forward-looking statements. Forward looking statements also often use words such as "believe", "expect", "estimate", "intend", "anticipate" and words of a similar meaning. By their nature, forward-looking statements involve risk and uncertainty that could cause actual results to differ materially from those suggested by them. Much of the risk and uncertainty relates to factors that are beyond the Group's ability to control or estimate precisely, such as future market conditions and the behaviours of other market participants, and therefore undue reliance should not be placed on such statements which speak only as at the date of this document. The Group does not assume any obligation to, and do not intend to, revise or update these forward-looking statements, except as required pursuant to the Listing Rules, the Prospectus Rules, Disclosure and Transparency Rules and applicable law as appropriate.

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CONTENTS

PART PAGE

CORPORATE DETAILS AND ADVISORS 4

EXPECTED TIMETABLE OF PRINCIPAL EVENTS 4

PART I - LETTER FROM THE CHAIRMAN OF XCHANGING PLC 5

PART II – RISK FACTORS 10

PART III – SUMMARY OF THE PRINCIPAL TERMS AND CONDITIONS OF THE TRANSACTION DOCUMENTS

13

PART IV – UNAUDITED FINANCIAL INFORMATION RELATING TO THE XTB GROUP

20

PART V – UNAUDITED PRO FORMA STATEMENT OF NET ASSETS OF THE RETAINED GROUP

23

PART VI – ADDITIONAL INFORMATION 28

PART VII – DEFINITIONS 40

NOTICE OF GENERAL MEETING 43

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CORPORATE DETAILS AND ADVISORS

Company Secretary and registered office Gary Whitaker 34 Leadenhall Street London EC3A 1AX

Sponsor Citigroup Global Markets Limited Citigroup Centre 33 Canada Square Canary Wharf London E14 5LB

Auditor and reporting accountant PricewaterhouseCoopers LLP 1 Embankment Place London WC2N 6RH

Legal advisor Clifford Chance LLP 10 Upper Bank Street London E14 5JJ

Financial public relations advisor The Maitland Consultancy Limited Orion House 5 Upper St. Martin’s Lane London WC2H 9EA

Company's Registrar Equiniti Limited Aspect House Spencer Road Lancing West Sussex BN99 6DA

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

Date of posting of this Circular 10 July 2013

Latest time and date for receipt of Proxy Forms 10.00am on 24 July 2013

Time and date of General Meeting 10.00am on 26 July 2013

Subject to satisfaction of all conditions, expected date of completion of the Transaction

by end of August 2013

This timing is indicative only and is subject to change. If any of the above times and/or dates change, the revised times and/or dates will be notified to Shareholders by announcement through the Regulatory Information Service of the London Stock Exchange.

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PART I - LETTER FROM THE CHAIRMAN OF XCHANGING PLC

(Incorporated and registered in England and Wales under the Companies Act 1985 with registered number 05819018)

Directors: Geoff Unwin Ken Lever David Bauernfeind Ian Cormack Michel Paulin Saurabh Srivastava Bill Thomas Stephen Wilson

Registered Office: 34 Leadenhall Street London EC3A 1AX

10 July 2013

To the holders of Xchanging Shares and, for information only, the participants in the Xchanging Share Schemes

Dear Shareholder,

PROPOSED DISPOSAL OF 51% INDIRECT SHAREHOLDING IN XCHANGING EUROPEAN TRANSACTION BANK GMBH

Introduction

On 15 May 2013, your Board announced that Xchanging and its subsidiary, Xchanging Holdco No.3 Limited ("Xchanging No.3") had entered into a conditional agreement with Deutsche Bank AG ("Deutsche Bank") to sell Xchanging No.3's 51% shareholding in Xchanging etb GmbH ("XETB") to Deutsche Bank (the "Disposal"). The remaining 49% of XETB is already held by Deutsche Bank and Deutsche Bank's subsidiary, Sal. Oppenheim. XETB has a wholly owned subsidiary, Xchanging Transaction Bank GmbH ("XTB" and together with XETB, the "XTB Group").

The consideration for the Disposal will be approximately EUR 40.5 million, subject to certain adjustments as described further in paragraph 1.3 of Part III of this document. Xchanging will guarantee all of the obligations of Xchanging No.3 under the Disposal Agreement (the "XTB Guarantee"). The XTB Guarantee, and the underlying obligations of Xchanging No.3, are described further in paragraph 1 of Part III of this document.

XTB owns 51% of the share capital of Fondsdepot Bank GmbH ("FDB") (the remaining 49% is owned by Allianz Global Investors Europe GmbH ("AGI")). As part of the agreement reached with Deutsche Bank, the investment in FDB will not form part of the Disposal and will be retained by the Xchanging Group. Therefore, it is a condition to the completion of the Disposal that XTB's 51% holding in FDB is transferred to Xchanging No.3 (the "FDB Carve-Out"). Illustrative structure charts showing the relevant Xchanging Group structure before and after the Transaction are set out in paragraph 3 of Part III (page 19) of this document.

As a result of the FDB Carve-Out, Xchanging and Xchanging No.3 will give an uncapped indemnity (subject to certain limitations) to Deutsche Bank, Sal. Oppenheim, XETB and XTB in respect of losses that they may incur directly as a result of implementation of the FDB Carve-Out, including certain German tax liabilities (the "FDB Indemnity" and together with the Disposal, the XTB Guarantee and the FDB Carve-Out, the "Transaction"). The background to and reasons for the FDB Indemnity are explained below and further detail on the FDB Indemnity (and its limitations) is set out in paragraph 2.2 of Part III of this document.

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Deutsche Bank is a related party of Xchanging under the Listing Rules as a result of its 49% shareholding in XETB prior to the Disposal. The proposed Disposal and the FDB Indemnity are therefore classified as related party transactions by the UK Listing Authority. In addition, as the FDB Indemnity is uncapped, the UK Listing Authority classifies it as a Class 1 transaction. Consequently, Completion of the Transaction is conditional on the approval of the Xchanging Shareholders of the Disposal and the FDB Indemnity. Completion is also conditional upon the satisfaction or waiver of the other conditions described in paragraph 1.7 of Part III of this document. For the avoidance of doubt, the Shareholders are not being asked to approve or vote on the XTB Guarantee or the FDB Carve-Out, which are not transaction elements requiring shareholder approval under the Listing Rules. However, the Transaction as a whole (i.e. including the XTB Guarantee and the FDB Carve-Out) will not proceed unless the Resolution is passed.

The purpose of this document is to explain the background to and reasons for the Transaction and why the Board considers the Transaction will promote the success of the Company for the benefit of the Shareholders as a whole and to recommend that you vote in favour of the Resolution.

If the Resolution is passed at the General Meeting, and all the other conditions are satisfied prior to the General Meeting, Completion of the Transaction is expected to take place by the end of August 2013.

Background to and Reasons for the Disposal

For the avoidance of doubt, Shareholders are being asked to vote on the Resolution approving the Disposal as more fully described below.

Xchanging has been delivering securities processing services to Deutsche Bank through XTB since 2004. Since then, Xchanging has successfully delivered significant cost savings, invested to achieve the transformation of these operations, delivered changes required by regulatory developments and ensured customers are on the securities processing platform, improved service levels and reduced losses from operational errors.

However, XTB's contract with Deutsche Bank is due to expire in May 2016 and the contract is unlikely to be renewed at that time, given that Deutsche Bank has now decided that the securities processing services provided by XTB are a core process over which it prefers to have operational control.

The sale of Xchanging’s shareholding in XETB to Deutsche Bank enables Xchanging to realise the value of that business in the form of cash that can be re-invested in other opportunities that have greater potential for long term sustainable future growth than XTB's current contract with Deutsche Bank. In so doing, the Disposal also contributes to the transformation of Xchanging’s business model, as re-investment is directed towards opportunities that will promote development of a wider customer base, thereby reducing customer concentration.

Further, the Transaction contributes to Xchanging’s objective of simplifying its business and corporate structure, by bringing ownership of FDB under its direct control and removing a complex enterprise partnership from its portfolio.

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Background to and Reasons for the FDB Carve-Out and the FDB Indemnity

For the avoidance of doubt, Shareholders are being asked to vote on the Resolution approving the FDB Indemnity as more fully described below.

FDB provides retail portfolio management and administration services on an open fund platform to investment companies, distribution companies, banks and other businesses.

Although Deutsche Bank is an indirect shareholder of FDB (through its shareholding in XETB), Deutsche Bank has never participated in the profits of FDB and would be unlikely ever to do so because of the terms of the XTB Shareholders' Agreement. Not only does Deutsche Bank not enjoy the benefits of its investment in FDB, Deutsche Bank is also protected from the risk of incurring losses as a result of such investment by virtue of an uncapped indemnity given by Xchanging to Deutsche Bank and the XTB Group against any losses that they may incur as a result of XTB's investment in FDB

Consequently, given that Xchanging has received all of the benefits (and assumed all of the risks) from XTB’s participation in FDB to date (and is likely to do so in the future), Deutsche Bank has agreed that the XTB investment in FDB will not form part of the Disposal. Accordingly, it will be necessary first to implement the FDB Carve-Out. After Completion, Xchanging's investment in FDB will be held by Xchanging No.3. The FDB Carve-Out will also contribute to Xchanging's ongoing objective of simplifying the corporate structure of the Group (see the illustrative structure charts in Part III at page 19 of this document).

Consistent with the indemnity currently given to Deutsche Bank and the XTB Group, Xchanging will give the FDB Indemnity in the current Transaction. The FDB Indemnity replicates the existing indemnity given to Deutsche Bank and the XTB Group, save that it also includes responsibility for certain German tax liabilities, should any such liabilities arise. The FDB Indemnity will remain in place for ten years after Completion of the Disposal.

Financial Effect of the Transaction and Use of Proceeds

The financial effects of the proposed Transaction on the Group are set out in Part V of this document.

The XTB Group has a number of service contract arrangements, the largest of which is the service contract for the provision of securities processing to Deutsche Bank. This service contract expires in May 2016 and, in line with Deutsche Bank's current strategic priorities, would be unlikely to have been renewed by Deutsche Bank.

The Disposal will provide Xchanging with a cash payment approximately equal to the after tax present value of the remaining cash flows of the service contracts of the XTB Group. It is considered to be value-enhancing for Shareholders, notwithstanding that the Disposal, if approved, will bring forward the earnings dilution that would otherwise have arisen in the future if such contracts expired and were not renewed.

During the year ended 31 December 2012, the XTB Group had revenue of £97.4 million and adjusted operating profit of £9.6 million and reported profit before tax of £0.2 million. The gross assets of the XTB Group as at 31 December 2012 were £92.3 million (or, excluding its investment in FDB, £57.8 million). Further details of these amounts are presented in Part IV and Part V of this document.

Xchanging will continue to provide services from India to the XTB Group following Completion. Deutsche Bank has also agreed to continue to consider Xchanging as a provider of business processing services, procurement services and technology services in the future as such needs arise and where an appropriate commercial arrangement can be agreed on an arm's length basis. Deutsche Bank and Xchanging are currently considering a number of such opportunities.

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At Completion, the consideration for the Disposal (the "Proceeds") will be approximately EUR 40.5 million, subject to certain adjustments as described further in paragraph 1.3 of Part III of this document. Part of the net Proceeds received by Xchanging will be used to prepay the outstanding balance remaining on the Group's term loan. The rest of the net Proceeds will be used to invest in growth opportunities for Xchanging.

Current Trading, Future Prospects and Continuing Group Strategy

On 27 March 2013, Xchanging published its final results for the year ended 31 December 2012 and the 2012 Annual Report is incorporated by reference into this document. On 15 May 2013, Xchanging released its Interim Management Statement. Trading during and since the Interim Management Statement continues to be in line with our expectations as the Company sustains the momentum evident in the second half of last year into 2013. The Company retains a healthy financial position with a strong balance sheet.

Xchanging's Insurance business has had a good start to the current financial year. The Company is seeing some initial interest in its Netsett service, which is currently in the pilot phase. The Financial Services business, of which XTB and FDB form part, has performed steadily against a subdued market background.

In the Technology business, Xuber, Xchanging's specialist insurance software business, has secured a number of contracts in the early months of the current financial year, including with Q-Re and Aviva, and Xchanging has seen an increasing level of interest in its software range. Xchanging reported on 29 April 2013 that, following a change of control at the London Metal Exchange at the end of last year, the current contract with the London Metal Exchange will end with effect from 1 May 2014.

In Procurement, the Company is making slower than expected progress with the implementation of the North American contract won in 2011. Revenues from this contract are now likely to be lower than originally expected over the contract term.

As a result of the Disposal, Xchanging's business processing activities in the Financial Services sector will be focussed on the FDB business in Germany, Xchanging Italy and its offshore business in India. Xchanging is currently refining and developing the strategies of these businesses and will continue to look for opportunities to grow, either organically or through the acquisition of technology-enabled suppliers of business processes.

Working Capital

The Company and the Directors are of the opinion that, taking into account the cash and other facilities available to the Retained Group, the Retained Group has sufficient working capital available to it for its present requirements, that is, for at least the next twelve months from the date of publication of this document.

Risk Factors

You should consider fully the risk factors associated with the Transaction as set out in Part II of this document.

General Meeting

As explained, the Disposal and the FDB Indemnity will constitute related party transactions, and in the case of the FDB Indemnity a Class 1 transaction, under the Listing Rules. Accordingly, the Disposal and the FDB Indemnity is subject to the Shareholders passing the Resolution contained in the Notice of General Meeting set out on page 43. As one resolution is being proposed, Shareholders

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must approve both the Disposal and the FDB Indemnity in order for the overall Transaction to proceed.

The Resolution must be approved by Shareholders who together represent a simple majority of the Xchanging Shares present and voting (whether in person or by proxy).

The General Meeting will be held at 34 Leadenhall Street, London EC3A 1AX, United Kingdom at 10.00 am on 26 July 2013.

Action Required

You will find accompanying this document the Proxy Form for use in relation to the General Meeting. Alternatively, you may register the appointment of a proxy for the General Meeting by accessing the website www.sharevote.co.uk. Guidance notes to assist you to complete the Proxy Form or to register the appointment of a proxy electronically are set out on pages 44 and 45 of this document.

Whether or not you intend to be present at the General Meeting you are requested to complete and return the accompanying Proxy Form in accordance with the instructions printed thereon or to register the appointment of a proxy electronically. Completed Proxy Forms should be returned to Equiniti Limited, Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA, as soon as possible and, in any event, so as to be received not later than 10.00 am on 24 July 2013. The completion and return of the Proxy Form or the appointment of a proxy electronically will not prevent you from attending the General Meeting and voting in person if you so wish and are so entitled.

If you have any questions relating to the completion and return of the Proxy Form, please telephone Equiniti Limited (tel.: +44 (0)871 384 2030 (calls to this number cost 8p per minute plus network extras, lines are open 8.30am to 5.30pm, Monday to Friday) or, if calling from outside the UK, +44 (0)121 415 7047).

You are recommended to read the whole of this document and not rely only on any one part of it.

Recommendation

The Board, who has been so advised by Citi, considers the terms of the Disposal and the FDB Indemnity to be fair and reasonable so far as the Shareholders are concerned. In providing advice to the Directors, Citi has taken account of the Board's commercial assessment of the Disposal and the FDB Indemnity.

The Board considers the Disposal and the FDB Indemnity to be in the best interests of the Company and the Shareholders as a whole. Accordingly, the Board unanimously recommends Shareholders to vote in favour of the Resolution, as they intend to do with regard to their own beneficial holdings, amounting in aggregate to 869,072 ordinary shares, which represent approximately 0.3613 per cent. of the total voting rights in the Company.

Yours faithfully

Geoff Unwin Chairman

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PART II – RISK FACTORS

Prior to making any decision to vote in favour of the Resolution at the General Meeting, you should carefully consider all of the information set out in this document and, in particular those risks described below. If any of the following risks actually materialise, the business, financial condition, prospects and the share price of the Group could be materially and adversely affected to the detriment of Xchanging, the Group and the Xchanging Shareholders, and the Xchanging Shareholders may lose all or part of their investment. All risks of which the Directors are aware at the date of this document and which they consider material in the context of the Transaction are set out in this Part II (Risk Factors); however, further risks, including those described on pages 24 to 27 of the 31 December 2012 Group financial statements, or those risks which are not currently known to the Directors or that the Directors currently deem immaterial, may also have a material adverse effect on Xchanging's and the Group's business, financial condition and prospects.

1. Risks to the proposed Transaction

1.1 Completion of the Disposal is conditional and the conditions may not be satisfied. Completion of the Disposal is conditional upon the passing of the Resolution to be proposed at the General Meeting and certain other conditions as set out in more detail in Part III of this document. There can be no guarantee that any of these conditions will be satisfied (or waived, as applicable).

Any delay in Completion could diminish the anticipated benefits of the Transaction or result in additional transaction costs or other effects associated with uncertainty about the Transaction.

If Completion does not occur, any of the risks and uncertainties set out in paragraph 2 of this Part II (Risk Factors) may affect the Group's business and financial performance.

2. Risks related to the Transaction not proceeding

2.1 Disruption to the Group's planned strategy. As described in paragraph 2 (Background to and Reasons for the Disposal) of Part I of this document, Xchanging is pursuing a strategy of simplifying its business and reducing risk associated with high customer concentration. The Transaction will support this, by enabling Xchanging to realise value from this single business in the form of cash for reinvestment that helps to develop the Group’s offerings and breadth of its customer base. The Transaction forms part of Xchanging's implementation of this strategy, and, were it not to take place, this strategy (which the Board believes will promote the long term success of the Group) will be harder to achieve.

2.2 Disruption to the business of the Group. If the Transaction does not complete, this may create disruption and uncertainty amongst the Group's customers, management and employees. Some of them may choose to leave the Group, which may negatively impact the financial performance of the Group.

3. New risks to the Retained Group as a result of the proposed Transaction

3.1 Uncapped indemnity. The FDB Indemnity is uncapped, which means that the exposure to Xchanging is potentially unlimited. While uncapped indemnities are unusual in corporate transactions, the Board believes it is reasonable in the specific circumstances of the Transaction for Xchanging to accept this liability and it is extremely unlikely that any liability will arise under it. Moreover, Xchanging already indemnifies the XTB Group and the XETB shareholders in relation to the FDB investment as described in paragraph 2.2 of Part III of this document. The FDB Indemnity replicates this indemnity, and increases Xchanging's exposure only to the extent Xchanging bears the responsibility for certain German tax liabilities, should

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any such liabilities arise. Finally, Xchanging's liability under the FDB Indemnity is time-barred after ten years.

3.2 Uncapped guarantee. The XTB Guarantee is uncapped, which means that the exposure to Xchanging is potentially unlimited. The Board believes it is reasonable for Xchanging to guarantee these obligations of Xchanging No.3 and that this is usual in corporate transactions where the counterparty (i.e. Xchanging No.3) does not have substantial assets. The Board also notes that the liability of Xchanging No.3 is itself subject to various caps (as set out in paragraph 1.6 of Part III). The exceptions to this are the "leakage" provisions and certain of the purchase price adjustments, where liability only arises on a EUR for EUR basis as further described in paragraphs 1.3 and 1.6 of Part III.

3.3 Other exposure to costs. In addition to the XTB Guarantee and the FDB Indemnity, the Disposal Agreement contains certain warranties, indemnities and restrictive covenants in favour of Deutsche Bank which the Directors consider appropriate for a transaction of this type. If Xchanging No.3 should incur costs or liabilities under any of these warranties, indemnities or covenants, these costs and liabilities could have an adverse effect on the Retained Group's business, financial condition and results of operations.

3.4 Xchanging's ability to attract and retain management and employees. The recruitment and retention of qualified management and employees is critical to the Retained Group's success. The reduced size of the Retained Group after the Transaction may negatively impact the Retained Group's ability to attract and retain such staff. In this regard, attention is drawn to the non-solicitation covenants in the Disposal Agreement, as further described in paragraph 1.9 of Part III of this document, which specifically prohibits the solicitation by Xchanging of XTB Group employees and advisors for two years after Completion of the Disposal.

3.5 Tax risks. After Completion, Deutsche Bank will have control of the conduct of any audits of the XTB Group by the German tax authorities and is required to involve Xchanging, in relation to audits of pre Completion periods. If Xchanging is not adequately involved in order to properly supervise activities, additional tax liabilities could arise, which could result in additional claims against Xchanging under the tax guarantee and indemnity in the Disposal Agreement.

4. Existing risks to the Retained Group which will be impacted by the proposed Transaction

4.1 The Group operates in a highly competitive environment. The Group operates in a competitive environment where aggressive pricing from competitors and failure to respond to technology trends which are impacting its markets and business model could cause a reduction in the Group’s revenues and margins. Parts of the industry in which the Group operates have relatively low barriers to entry, increasing the potential risk of new competitors striving to take a part of the Group’s market share. Failure by the Group to adapt to the challenges posed by competition and new technologies could have a material adverse effect on the Group’s business, customers, results of operations and financial condition.

4.2 Adverse effect of general economic conditions. The business of the Retained Group is affected by the general economic conditions of the countries in which it operates. The global economic outlook continues to be uncertain. The continuation or deterioration of these adverse economic conditions could have a negative effect on the Retained Group's business and financial performance. Following Completion of the proposed Disposal, the Retained Group will no longer have the benefit of the revenues from the XTB Group's business and the Retained Group's business will therefore be more exposed to the wider economic climate.

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4.3 The Group is subject to a number of operational risks. The Group’s operations and financial results may be subject to volatility arising from movements in interest rates, foreign exchange rates, pension asset and liability valuations, counterparty credit risk, changes in applicable law and regulation (including taxation legislation, policy or tax rates) and litigation.

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PART III – SUMMARY OF THE PRINCIPAL TERMS AND CONDITIONS OF THE TRANSACTION DOCUMENTS

1. The Disposal

1.1 The Disposal Agreement

The Disposal is effected through a share purchase agreement dated 14 May 2013 between Xchanging No.3, Deutsche Bank and Xchanging (the "Disposal Agreement"). The following is a summary of the material terms of the Disposal Agreement. The Disposal Agreement is available for inspection as described in paragraph 13 of Part VI of this document.

1.2 Sale and purchase

Xchanging No.3 will sell its share in XETB (which represents 51% of the share capital of XETB) to Deutsche Bank (or a Deutsche Bank group company nominated by Deutsche Bank).

1.3 Purchase price

The consideration payable is EUR 40.5 million which is adjusted by reference to:

(a) the operational performance of XTB compared to the planned operational performance for the period between 1 January 2013 and Completion;

(b) amounts paid (adjusted by taxes) under the existing profit and loss transfer agreement dated 29 November 2007 between FDB and XTB pursuant to which all profits and losses from FDB are transferred to XTB (the "PLTA") for the short fiscal year from 1 January 2013 until Completion, when the profit and loss transfer agreement terminates (all as agreed in the Fourth Amendment Agreement). This adjustment is to reflect the fact that, although Deutsche Bank is an indirect shareholder in FDB, economically it has never participated in the FDB investment. Accordingly, a downward price adjustment only occurs if, and to the extent that, XTB incurs a liability under the PLTA to compensate FDB for its losses (for which Xchanging is already liable under the XTB Shareholders' Agreement); and

(c) a reduction for the amount of performance and licence fees due from XTB to Xchanging UK Limited from 1 January 2013 until Completion under a licence agreement and a management and operations agreement, both dated 27 May 2004 between XTB and Xchanging UK Limited (the "Xchanging Licence Agreements"). This adjustment is to reflect the fact that it was agreed with Deutsche Bank that XTB would not pay any fees under the Xchanging Licence Agreements for 2013. Accordingly any such fees that are, in fact, paid operate to reduce the purchase price (i.e. a downward price adjustment only occurs if, and to the extent that, Xchanging has received a payment of equal amount).

1.4 Indemnities

The Disposal Agreement contains the following indemnities, given by Xchanging No.3 to Deutsche Bank:

(a) against any dividends or other payments (or agreements to make payments) from the XTB Group to the Retained Group from 1 January 2013, other than as permitted payments (the "Leakage Indemnity");

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(b) from and against any liability of XTB to its customers (including Deutsche Bank) under or in connection with the service agreements until Completion (the "Service Agreement Indemnity");

(c) from and against any liability, losses, costs and other damages incurred by the XTB Group under or in connection with certain non-material pending litigation involving the XTB Group (the "Litigation Indemnity"); and

(d) against any taxes that are payable by Deutsche Bank or the XTB Group as a result of any breach of the tax warranties or, subject to certain exceptions, taxes payable relating to time periods up to and including 31 December 2012.

1.5 Warranties

The Disposal Agreement contains customary warranties as to the ownership of the share in XETB and various aspects of the business of the XTB Group (the "Warranties"). These Warranties are given as at the date of the Disposal Agreement and as at Completion.

1.6 Liability under the Indemnities and Warranties and Purchase Price Adjustments

The liability of Xchanging No.3 under the Warranties and the indemnities is limited as follows:

(a) the aggregate liability for the Warranties (except certain warranties given in relation to title and capacity and operational losses) and the Litigation Indemnity is capped at EUR 15,000,000; and

(b) the overall liability under the Disposal Agreement is limited to the purchase price prior to the making of any of the adjustments described in paragraph 1.3 above, except for any claims pursuant to the Leakage Indemnity which need to be compensated on a EUR for EUR basis (this is compensation for payments that have actually been made by the XTB Group to the Retained Group between 1 January 2013 and Completion), the purchase price adjustments (described in paragraph 1.3 (b) and (c) of this Part III) which are also on a EUR for EUR basis and the FDB Indemnity.

The liability of Xchanging No.3 and Xchanging as guarantor under the Warranties is also limited by time: claims must be brought within 18 months of Completion (except for the Warranties given in relation to title and capacity, for which the time limit is 5 years). Claims under the Service Agreement Indemnity become time-barred after 12 months following Completion and claims under the Litigation Indemnity become time-barred 12 months after the respective dispute forming the basis of the Litigation Indemnity has been finally determined. Claims under the tax warranties are time-barred upon the later of six months after the tax assessment for the time period until 31 December 2012 has become final, unappealable and binding or 31 December 2022.

Warranty claims are further limited by a de minimis of EUR 50,000 (i.e. no claim can be brought for an amount less than this) and a threshold of EUR 500,000 (i.e. Xchanging No.3 only becomes liable if the aggregate of all Warranty claims exceeds this amount). The de minimis and threshold limitations do not apply to the Warranties given in relation to title and capacity.

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1.7 Conditions to Completion

Completion of the Disposal is conditional upon the satisfaction or waiver of the following conditions:

(a) the granting of clearance by the German Federal Cartel Office (Bundeskartellamt) or expiry of the relevant waiting period which is deemed approval;

(b) the approval of the Federal Financial Supervisory Authority in Germany (Bundesanstalt für Finanzdienstleistungsaufsicht) and the Deutsche Bundesbank;

(c) the passing of the Resolution;

(d) the FDB Carve-Out becoming unconditional; and

(e) no material adverse event having occurred, where a "material adverse event" is defined as any event that has, or is reasonably expected to have, a negative effect on the financial position of the XTB Group in excess of EUR 5,000,000, or (ii) any number of multiple unrelated events the total impact of which has a negative effect on the financial position of the XTB Group in excess of EUR 15,000,000, in each case save for certain exceptions.

1.8 Termination

Both Xchanging No.3 and Deutsche Bank have the right to terminate or rescind the Disposal Agreement if:

(a) Xchanging No.3 becomes aware of an event that would render any of the Warranties untrue and such an event is reasonably likely to result in a loss of more than EUR 5,000,000;

(b) a material adverse event (as described in paragraph 1.7(e) of this Part III) has occurred;

(c) there is a failure to perform the necessary actions at Completion; or

(d) there is a failure to satisfy or waive the conditions on or before the long stop date (which is eight months after signing of the Disposal Agreement).

1.9 Non-Solicitation Covenants

For a period of two years after Completion, the Retained Group is prohibited from soliciting:

(a) any customers from the XTB Group if such customers were customers of the XTB Group as at the date of the Disposal Agreement or Completion; and

(b) from the XTB Group any person who at the date of the Disposal Agreement or Completion was an employee or advisor of the XTB Group.

1.10 Governing law

The Disposal Agreement is governed by the laws of the Federal Republic of Germany.

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1.11 Guarantee

As Xchanging No.3 is an intermediate subsidiary within the Group with no active trading activities of its own, the Company guarantees the full and punctual performance by Xchanging No.3 of all of the obligations of Xchanging No.3 under the Disposal Agreement.

2. The FDB Carve-Out

2.1 The Agreements

The FDB Carve-Out is documented in the following two agreements:

(a) the fourth amendment to the XTB Shareholders' Agreement dated 14 May 2013 between Deutsche Bank, Sal. Oppenheim, Xchanging No.3, Xchanging B.V., Xchanging UK Limited, Xchanging, XTB and XETB (the "Fourth Amendment Agreement"); and

(b) the first amendment to the FDB Shareholders' Agreement dated 27 May 2013 between Xchanging No.3, XETB, XTB, AGI and FDB (the "First Amendment Agreement").

The Fourth Amendment Agreement and the First Amendment Agreement are available for inspection as described in paragraph 13 of Part VI of this document.

2.2 Fourth Amendment Agreement to the XTB Shareholders' Agreement

2.2.1 The Fourth Amendment Agreement sets out the steps required to implement the FDB Carve-Out. In particular, pursuant to the Fourth Amendment Agreement, the following events shall take place:

(a) the relevant parties will enter into the First Amendment Agreement (as described below in paragraph 2.4 of this Part III) pursuant to which Xchanging No.3 will accede as a party to the FDB Shareholders' Agreement, replacing XTB;

(b) the PLTA will be terminated as of Completion;

(c) XTB will transfer the FDB Shares to XETB and XETB will in turn transfer these shares to Xchanging No.3 (the "FDB Carve-Out");

(d) Xchanging No.3 and Xchanging will jointly and severally indemnify Deutsche Bank, Sal. Oppenheim, XTB and XETB from any third party claims, damages and losses, including taxes, that they may incur directly as a result of the FDB Carve-Out, subject to certain exceptions. This indemnity is uncapped, but time-barred to ten years after the FDB Carve-Out becomes effective (save in respect of tax, to which the Disposal Agreement applies);

(e) Xchanging undertakes to provide security (on behalf of XTB) to any creditor of FDB seeking security due to the termination of the PLTA under section 303 of the German Stock Corporation Act ((d) and (e) together, the "FDB Indemnity"); and

(f) the XTB Shareholders' Agreement will be terminated (except for certain indemnities given by Xchanging No.3 and Xchanging thereunder).

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2.2.2 As described in paragraph 1.7 of this Part III, Completion of the Disposal is conditional on, amongst other conditions, the FDB Carve-Out becoming unconditional. In turn, the implementation of the FDB Carve-Out is conditional on:

(a) the execution of the Disposal Agreement and the satisfaction of the conditions thereunder (save for the condition relating to the FDB Carve-Out);

(b) the granting of clearance by the German Federal Cartel Office (Bundeskartellamt) or expiry of the relevant waiting period which is deemed approval;

(c) the approval of the Federal Financial Supervisory Authority in Germany (Bundesanstalt für Finanzdienstleistungsaufsicht) and the Deutsche Bundesbank;

(d) Finanzamt Hof granting a binding ruling with respect to the VAT treatment of services provided by FDB in accordance with the application dated 26 April 2013;

(e) the execution of the First Amendment Agreement (see below under paragraph 2.4 of this Part III);

(f) registration of amended Articles of Association of XETB; and

(g) Lloyds TSB having granted a new bank guarantee, effective as at Completion (see below in paragraph 2.4 (d) of this Part III for more detail).

The Fourth Amendment Agreement is governed by the laws of the Federal Republic of Germany.

2.3 Earlier Amendments to the XTB Shareholders' Agreement

The XTB Shareholders' Agreement has been amended on three previous occasions:

(a) under the Initial Amendment Agreement, the XTB Shareholders' Agreement was amended only to take account of Sal. Oppenheim acquiring its 5% holding in XETB;

(b) under the Second Amendment Agreement, the XTB Shareholders' Agreement was amended on the acquisition by XTB of its 51% holding in FDB to, amongst other things, require Xchanging No. 3 to provide the necessary funds required by XTB to effect the acquisition and take full financial responsibility for all future liabilities associated with XTB's holding 51% of FDB (although Deutsche Bank is an indirect shareholder in FDB, economically it has never participated in the FDB investment); and

(c) under the Third Amendment Agreement, the XTB Shareholders' Agreement was amended at the time FDB acquired assets of FSB to, amongst other things, require Xchanging No. 3 to provide the necessary funds required by FDB to effect the acquisition and take full financial responsibility for all future liabilities associated with XTB's ownership of such assets.

2.4 First Amendment Agreement to the FDB Shareholders' Agreement

Pursuant to the First Amendment Agreement:

(a) Xchanging No.3 accedes as a party to the FDB Shareholders' Agreement, replacing XTB (subject to the FDB Carve-Out becoming effective), and the parties agree to certain related technical changes to the FDB Shareholders' Agreement;

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(b) AGI grants its consent to the transfer of the shares in FDB to, ultimately, Xchanging No.3;

(c) as of Completion, AGI waives its rights to a dividend from FDB (and it is agreed that Xchanging No.3 shall be entitled to all profits). As compensation, Xchanging No.3 undertakes to guarantee that AGI receives a payment of EUR 1,000,000 (after taxes, i.e. as if this amount was received as a dividend from FDB) and Xchanging No.3 undertakes to compensate FDB for any losses, thus effectively replicating the economic effect of the PLTA; and

(d) as of Completion, an existing bank guarantee issued from Lloyds TSB plc to secure XTB's obligations under the FDB Shareholders' Agreement will be replaced by a bank guarantee from Lloyds TSB plc issued to guarantee Xchanging No.3's obligations as assumed under the First Amendment Agreement.

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3. Structure Charts (for illustrative purposes only)

(a) Structure prior to the Transaction

(b) Structure after Completion of the Transaction

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PART IV – UNAUDITED FINANCIAL INFORMATION RELATING TO THE XTB GROUP

The following financial information relating to the XTB Group has been extracted without material adjustment from the consolidation schedules that underlie the Group’s financial statements for the years ended 31 December 2010, 31 December 2011 and 31 December 2012. The financial information has been prepared using the accounting policies set out in the Group’s financial statements, in accordance with IFRS.

The financial information contained in this part (Part IV) of the document does not constitute statutory accounts within the meaning of section 434 of the Companies Act. The Group’s statutory accounts in respect of the financial years ended 31 December 2010, 31 December 2011 and 31 December 2012 have been delivered to the Registrar of Companies. The auditors’ reports in respect of those statutory accounts for the three years were unqualified and did not contain statements under section 498 (2) or (3) of the Companies Act. PricewaterhouseCoopers LLP were the auditors of the Group in respect of the three years.

Shareholders should read the whole of this document and not rely solely on the summarised financial information contained in this part (Part IV) of the document.

1. Income statement for the XTB Group for the years ended 31 December 2010, 31 December 2011 and 31 December 2012

NOTES

1. The above income statements includes the following intercompany charges from the group:

a. intercompany performance and licence fees that will no longer be paid to the Group following completion (2010 £4.1m, 2011 £10.5m, 2012 £11.2m);

b. technology outsourcing and business processing outsourcing services that post completion will continue to be provided to the XTB Group until May 2016 (2010 £3.0m, 2011 £3.2m, 2012 £3.3m). These are presented within intercompany people costs;

Year ended 31 December 2010 2011 2012£m £m £m

Revenue 112.8 107.4 97.4People costs (43.1) (43.0) (40.3)Intercompany people costs (6.4) (5.1) (5.4)Environment (4.7) (4.1) (3.6)Technology and communications costs (36.1) (33.0) (30.5)Intercompany technology and communications costs (0.7) (0.9) (0.7)Depreciation and amortisation (6.6) (4.4) (2.6)Intercompany performance and licence fees (4.1) (10.5) (11.2)Other costs (6.2) (5.5) (4.7)Exceptional (costs)/income (3.2) (4.7) 0.8Operating profit/(loss) 1.7 (3.8) (0.8)Net interest (expense)/income (0.2) (0.3) 0.3Dividend (expense)/income (0.8) - 0.7Profit/(loss) before tax 0.7 (4.1) 0.2

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c. information technology services that will continue to be provided to the XTB Group for one year post completion (2010 £0.5m, 2011 £0.5m, 2012 £0.6m). These are presented within intercompany technology and communications costs; and

d. services from FDB, approximately 50% of these services will continue to be provided to the XTB Group post completion until June 2014 (2010 £0.9m, 2011 £0.8m, 2012 £0.7m). These are presented within intercompany people costs.

2. The 2012 adjusted operating profit of £9.6m, as set out in Part I, is calculated as the operating loss of £0.8m, excluding intercompany performance and licence fees of £11.2m and excluding exceptional income of £0.8m.

3. The income statement information presents profit/loss before tax figures. FDB and the XTB Group are currently taxed as a group under German tax legislation, with XETB obliged to pay tax to the German tax authorities for FDB and the XTB Group. As a result of the Transaction, FDB will be liable for its own tax.

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2. Balance sheet as at 31 December 2012

NOTES

1. Total gross assets of £57.8m as set out in Part I is calculated as total assets of £92.3m less the investment in FDB (investment in subsidiaries) of £34.5m.

2. Investments in FDB (£34.5m) and other financial liabilities (£11.1m) representing the AGI Put Option relating to this same investment will remain with the Group. Consequently, these items have been adjusted for in the pro forma statement of net assets of the Retained Group in Part V (note 3).

£mXTB Group as at 31

December 2012AssetsNon-current assetsOther intangible assets 5.3Property, plant and equipment 1.0Investments in subsidiaries 34.5Available-for-sale financial assets 20.4Deferred income tax assets 3.3Total non-current assets 64.5

Current assetsTrade and other receivables 14.9Current income tax receivable 2.1Cash and cash equivalents 10.8Total current assets 27.8Total assets 92.3

LiabilitiesCurrent liabilitiesTrade and other payables (23.6)Current income tax liabilities (0.8)Intercompany liabilities (6.4)Other financial liabilities (11.1)Provisions (1.3)Total current liabilities (43.2)

Non-current liabilitiesTrade and other payables (0.3)Provisions (1.5)Retirement benefit obligations (13.9)Total non-current liabilities (15.7)Total liabilities (58.9)

Net assets 33.4

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PART V – UNAUDITED PRO FORMA STATEMENT OF NET ASSETS OF THE RETAINED GROUP

The unaudited pro forma statement of the net assets of the Retained Group set out below has been prepared to illustrate the effect of the proposed Disposal of the XTB Group on the consolidated net assets of the Group as of 31 December 2012, as if the Disposal had taken place on that date.

The unaudited pro forma statement, that is produced for illustrative purposes only, by its nature addresses a hypothetical situation and, therefore, does not represent the Retained Group’s actual financial position or results.

The unaudited pro forma statement of net assets has been prepared consistently with the accounting policies set out in the Group’s financial statements, on the basis set out in the notes below and in accordance with the requirements of Listing Rule 13.3.3R.

Shareholders should read the whole of this document and not rely solely on the information contained in this part (Part V) of the document.

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1. Unaudited pro forma statement of net assets as at 31 December 2012

NOTES

1. The net assets of the Group have been extracted without material adjustment from the Group’s consolidated financial statements for the year ended 31 December 2012 as incorporated by reference into this circular.

2. The net assets of the XTB Group as of 31 December 2012 have been extracted without material adjustment from the schedules that underlie the Group’s consolidated financial statements for the year ended 31 December 2012, as set out in Part IV of this document.

3. The net assets to be retained by the Group represent a £34.5m investment in XTB's legal subsidiary FDB that is to be retained by the Group (transferred via a dividend in specie), and an £11.1m liability for the AGI Put Option relating to this same investment, as set out in Part IV of this document.

Group as of 31 December

2012

XTB Group as of 31 December

2012

XTB Group assets/liabilities to be retained by the

Group

Disposal consideration and

repayment of borrowings

Intercompany balances

Disposal of centrally held

balances

Unaudited pro forma

Retained Group

£m (Note 1) (Note 2) (Note 3) (Note 4) (Note 5) (Note 6)AssetsNon-current assetsGoodwill 175.3 - - - - (0.3) 175.0Other intangible assets 53.4 (5.3) - - - (1.8) 46.3Property, plant and equipment 17.5 (1.0) - - - - 16.5Investments in subsidiaries - (34.5) 34.5 - - - -Investments in joint ventures 0.2 - - - - - 0.2Available-for-sale financial assets 23.4 (20.4) - - - - 3.0Trade and other receivables 4.8 - - - - - 4.8Retirement benefit assets 0.3 - - - - - 0.3Deferred income tax assets 32.4 (3.3) - - - - 29.1Total non-current assets 307.3 (64.5) 34.5 - - (2.1) 275.2

Current assetsInventories 0.1 - - - - - 0.1Trade and other receivables 126.8 (14.9) - - 6.4 - 118.3Current income tax receivable 1.4 (2.1) - - - - (0.7)Cash and cash equivalents 116.4 (10.8) - 10.6 - 116.2Total current assets 244.7 (27.8) - 10.6 6.4 - 233.9Total assets 552.0 (92.3) 34.5 10.6 6.4 (2.1) 509.1

LiabilitiesCurrent liabilitiesTrade and other payables (150.0) 23.6 - - - - (126.4)Current income tax liabilities (12.5) 0.8 - - - 0.5 (11.2)Intercompany liabilities - 6.4 - - (6.4) - -Borrowings (8.0) - - 6.5 - - (1.5)Other financial liabilities (32.1) 11.1 (11.1) - - - (32.1)Provisions (18.6) 1.3 - - - - (17.3)Total current liabilities (221.2) 43.2 (11.1) 6.5 (6.4) 0.5 (188.5)

Non-current liabilitiesTrade and other payables (5.8) 0.3 - - - - (5.5)Borrowings (31.6) - - 13.5 - - (18.1)Deferred income tax liabilities (11.1) - - - - - (11.1)Provisions (6.3) 1.5 - - - - (4.8)Other financial liabilities (13.6) - - - - - (13.6)Retirement benefit obligations (62.4) 13.9 - - - - (48.5)Total non-current liabilities (130.8) 15.7 - 13.5 - - (101.6)Total liabilities (352.0) 58.9 (11.1) 20.0 (6.4) 0.5 (290.1)

Net assets 200.0 (33.4) 23.4 30.6 - (1.6) 219.0

Adjustments

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4. Receipt of consideration of EUR 40.5m (£33.1m) less estimated transaction costs of £2.5m for the Disposal, less the term loan prepayment. The Group has agreed to prepay the remaining balance of its term loan at Completion. As at 31 December 2012 the value of the term loan was £20m, £6.5m of which is presented in current liabilities. However, under the terms of the term loan facility agreement, repayments of £3.25m are scheduled to be made every six months from 31 January 2013. As at the date of this Circular the outstanding balance is £16.75m.

5. The balance of intercompany payables/receivables outstanding at the date of Completion with the Group will transfer to third party trade receivables/payables. As at 31 December 2012 the balance was £6.4m receivable from the XTB Group.

6. Disposal of centrally held balances includes £0.3m of goodwill, £1.2m of intangible assets (pre-contract costs) and a tax liability £0.5m. These will be de-recognised on disposal as they are directly related to the XTB Group.

7. No account has been taken of any trading or results of the Group since 31 December 2012.

9. The actual closing exchange rate of 1:1.22 GBP:EUR has been used in preparing this financial information as of 31 December 2012.

10. This unaudited pro forma statement of net assets does not constitute financial statements within the meaning of section 434 of the Companies Act 2006.

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The Directors Xchanging plc 34 Leadenhall Street London EC3A 1AX Citigroup Global Markets Limited Citigroup Centre 33 Canada Square Canary Wharf London E14 5LB 10 July 2013 Dear Sirs Xchanging plc (the “Company”) We report on the unaudited pro forma statement of net assets (the “Pro forma financial information”) set out in Part V of the Company’s Class 1 related party transaction and Class 2 related party transaction circular dated 10 July 2013 (the “Circular”) which has been prepared on the basis described in the notes to the Pro forma financial information, for illustrative purposes only, to provide information about how the proposed disposal of the XTB Group might have affected the financial information presented on the basis of the accounting policies adopted by the Company in preparing the consolidated financial statements for the period ended 31 December 2012. This report is required by item 13.3.3R of the Listing Rules of the UK Listing Authority (the “Listing Rules”) and is given for the purpose of complying with that Listing Rule and for no other purpose. Responsibilities It is the responsibility of the directors of the Company to prepare the Pro forma financial information in accordance with item 13.3.3R of the Listing Rules. It is our responsibility to form an opinion, as required by item 13.3.3R of the Listing Rules, as to the proper compilation of the Pro forma financial information and to report our opinion to you. In providing this opinion we are not updating or refreshing any reports or opinions previously made by us on any financial information used in the compilation of the Pro forma financial information, nor do we accept responsibility for such reports or opinions beyond that owed to those to whom those reports or opinions were addressed by us at the dates of their issue. Save for any responsibility which we may have to those persons to whom this report is expressly addressed and which we may have to shareholders of the Company as a result of the inclusion of this report in the Circular, to the fullest extent permitted by law we do not assume any responsibility and will not accept any liability to any other person for any loss suffered by any such other person as a result of, arising out of, or in connection with this report or our statement, required by and given solely for the purposes of complying with 13.4.1R(6) of the Listing Rules, consenting to its inclusion in the Circular.

PricewaterhouseCoopers LLP, 1 Embankment Place, London WC2N 6RH T: +44 (0) 20 7583 5000, F: +44 (0) 20 7822 4652, www.pwc.co.uk PricewaterhouseCoopers LLP is a limited liability partnership registered in England with registered number OC303525. The registered office of PricewaterhouseCoopers LLP is 1 Embankment Place, London WC2N 6RH. PricewaterhouseCoopers LLP is authorised and regulated by the Financial Conduct Authority for designated investment business.

2. Accountants' report on the unaudited pro forma statement of net assets

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Basis of opinion We conducted our work in accordance with the Standards for Investment Reporting issued by the Auditing Practices Board in the United Kingdom. The work that we performed for the purpose of making this report, which involved no independent examination of any of the underlying financial information, consisted primarily of comparing the unadjusted financial information with the source documents, considering the evidence supporting the adjustments and discussing the Pro forma financial information with the directors of the Company. We planned and performed our work so as to obtain the information and explanations we considered necessary in order to provide us with reasonable assurance that the Pro forma financial information has been properly compiled on the basis stated and that such basis is consistent with the accounting policies of the Company. Opinion In our opinion:

a) the Pro forma financial information has been properly compiled on the basis stated; and b) such basis is consistent with the accounting policies of the Company.

Yours faithfully PricewaterhouseCoopers LLP Chartered Accountants

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PART VI – ADDITIONAL INFORMATION

1. Responsibility

The Company and the Directors, whose names appear in paragraph 3 below, accept responsibility for the information contained in this document. To the best of the knowledge and belief of the Company and the Directors (who have taken all reasonable care to ensure that such is the case) the information contained in this document is in accordance with the facts and does not omit anything likely to affect the import of such information.

2. The Company

Xchanging was incorporated on 16 May 2006 in England and Wales under the Companies Act 1985 as a public limited company with registered number 05819018. Xchanging's registered office is 34 Leadenhall Street, London EC3A 1AX (tel. +44 (0)20 7780 6999).

The principal legislation under which the Company operates is the Companies Act and the regulations made under the Companies Act.

3. The Directors

The Directors of Xchanging and their functions are as follows:

Name Position held Geoff Unwin Chairman Ken Lever Chief Executive David Bauernfeind Chief Financial Officer Ian Cormack Senior Independent Non-Executive Director Michel Paulin Non-Executive Director Saurabh Srivastava Non-Executive Director Bill Thomas Non-Executive Director Stephen Wilson Non-Executive Director

4. Directors' Interests

As at 4 July 2013 (being the latest practicable date prior to the publication of this document) the interests of each Director, their immediate families and related trusts and, insofar as is known to them or could with reasonable diligence be ascertained by them, persons connected (within the meaning of section 252 of the Companies Act) with the Director (all of which, unless otherwise stated, are beneficial) in the share capital of the Company, including interests arising pursuant to any transaction notified to the Company pursuant to rule 3.1.2 of the Disclosure and Transparency Rules made by the PRA pursuant to FSMA, are as follows:

Name of Director Number of Ordinary Shares

Percentage of voting rights attached to the issued share

capital of the Company

Geoff Unwin 270,908 0.1126% Ken Lever 311,650 0.1296% David Bauernfeind 199,645 0.083% Ian Cormack 8,569 0.0036% Michel Paulin 30,000 0.0125% Saurabh Srivastava Nil Nil Bill Thomas 14,289 0.0059%

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Name of Director Number of Ordinary Shares

Percentage of voting rights attached to the issued share

capital of the Company Stephen Wilson 34,011 0.0141%

In addition to the interests noted above, certain of the Directors have interests in Xchanging Shares as a result of share options and awards made pursuant to the Xchanging Share Schemes.

Name of Director Plan

Price (pence)

Date granted

Earliest vesting

date

Expiry date for exercise

Ordinary Shares under option/ within award

Ken Lever

Xchanging 2007 Performance Share Plan

23/05/2013 23/05/2016 23/05/2017 514,440 12/03/2012 12/03/2015 12/03/2016 725,190

23/06/2011 23/06/2014 23/06/2015 230,224 11/04/2011 11/04/2014 11/04/2015 572,519

Xchanging 2012 Deferred Share Bonus Plan

23/05/2013 23/05/2016 23/05/2021 112,466 05/04/2012 05/04/2015 05/04/2020 51,414

David Bauernfeind

Xchanging 2007 Performance Share Plan

23/05/2013 23/05/2016 23/05/2017 341,155 12/03/2012 12/03/2015 12/03/2016 458,015 23/06/2011 23/06/2014 12/03/2015 193,811 11/04/2011 11/04/2014 11/04/2015 90,000 26/08/2010 26/08/2013 26/08/2014 159,907

Approved Executive Share Option Plan

04/03/2011 04/03/2014 04/03/2021 38,772

Unapproved Executive Share Option Plan

04/03/2011 04/03/2014 04/03/2021 56,228

Xchanging 2012 Deferred Share Bonus Plan

05/04/2012 05/04/2015 05/04/2020 20,566 23/05/2013 23/05/2016 23/05/2021 71,031

5. Details of Directors' Service Contracts and Letters of Appointment

5.1 Chairman

Geoff Unwin was appointed as a non-executive director of the Company on 1 December 2011 and as Chairman on 1 January 2012 by a letter of appointment dated 31 October 2011. The employment can be terminated by either party giving six months notice. His appointment is

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also subject to re-election by Shareholders under the retirement provisions of the Articles of Association and by the UK Corporate Governance Code.

Should the Company be subject to a change of control on or before 1 December 2015, Mr Unwin will be entitled to receive a share matching award (if the share price applicable under such change of control event exceeds £1.00 per share). If Mr Unwin ceases to be a director of the Company at any time before 1 December 2015 by reason of death, disability, or any other reason that the Board (in its sole discretion) determines and there is, before 1 December 2015, a change of control of the Company, then he will receive his share award, subject to any amendment to the award that the Board may apply in its reasonable but absolute discretion. For the avoidance of doubt, if Mr Unwin resigns at any time he will not be eligible for the share award.

5.2 Executive directors

Ken Lever was appointed to the Board on 5 October 2010 as the Chief Financial Officer and took on the role of acting Chief Executive Officer and Chief Financial Officer from 9 February 2011. On 7 June 2011 he was appointed Chief Executive Officer. Mr Lever is employed by the Group pursuant to a service contract dated 16 September 2010 which was amended on 15 February 2011 and 6 June 2011. The contract can be terminated by either party by giving 12 months notice.

David Bauernfeind was appointed to the Board on 7 June 2011 as Chief Financial Officer and is employed by the Group pursuant to a service contract dated 7 June 2011. The contract can be terminated by either party by giving 12 months notice.

The executive directors' service contracts provide that the Company may terminate the contracts with immediate effect by making a payment in lieu of the notice period to the directors of an amount equivalent to their base salary and pension allowance. On termination the directors forgo their entitlement to any bonus, however the Remuneration Committee of the Board can choose to approve a special bonus upon completion of agreed objectives under extraordinary circumstances.

5.3 Non-executive directors

The Company has entered into letters of appointment with all of its non-executive directors in respect of the provision to the Company of services:

Non-executive director Date of appointment

Date of most recent letter of appointment

Notice period

Ian Cormack 26 October 2012 6 November 2012 3 months

Michel Paulin 1 January 2010 11 February 2013 3 months

Saurabh Srivastava 4 September 2012 20 August 2012 3 months

Bill Thomas 1 December 2011 24 November 2011 & 20 February 2012

3 months

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Non-executive director Date of appointment

Date of most recent letter of appointment

Notice period

Stephen Wilson 1 July 2012 21 June 2012 3 months

The non-executive directors do not have service contracts with the Company, but instead have letters of appointment. Their fees are determined by the Board, within the limits set out in the Company's Articles of Association, with the non-executive directors abstaining from any discussion or decision over their fees.

Under the letters of appointment, the non-executive directors are not entitled to any benefits on termination of their appointment.

6. Major Interests in Shares

As at 1 July 2013 (being the latest practicable date prior to the publication of this document), insofar as is known to Xchanging, the name of each person who, directly or indirectly, has an interest in three per cent. or more of Xchanging's issued share capital or voting rights, and the amount of such person's interest, are as follows:

No. of Shares Per cent. of total

issued Shares

Artemis Investment Management 27,044,996 11.24% Deccan Value Advisors LP 18,885,513 7.85% Fidelity International Limited 18,188,266 7.56% Legal & General Investment Mgmt Ltd 15,521,985 6.45% Odey Asset Management 15,342,478 6.38% T. Rowe Price International Inc 11,539,069 4.80% J.P. Morgan Asset Management 9,447,637 3.93% Andrews D 7,472,826 3.11% 7. Related Party Transactions

Except as disclosed in note 34 on pages 130 and 131 of the 31 December 2010 Group financial statements, note 37 on pages 142 and 143 of the 31 December 2011 Group financial statements and note 38 on pages 132 and 133 of the 31 December 2012 Group financial statements, the Group did not enter into any related party transactions during any of the financial years ended 31 December 2010, 31 December 2011 and 31 December 2012. For these purposes related party transactions are those set out in the standards adopted according to Regulation (EC) No 1606/2002.

For the period between 1 January 2013 and 30 June 2013 (the last practicable date prior to the publication of this document), the following companies are considered to be related parties of the Group as they hold non-controlling shareholdings in a number of the subsidiaries of the Group:

a) The Corporation of Lloyd’s held a 25.0% interest in Ins-sure Holdings Limited and a 50.0% interest in Xchanging Claims Services Limited for the period between 1 January 2013 and 30 June 2013. Each of Ins-sure Holdings Limited and Xchanging Claims Services Limited has a director that is an employee of the Corporation of Lloyd's. Ins-Sure Services Limited (a wholly-owned subsidiary of Ins-sure Holdings Limited) pays directors fees on behalf of Ins-sure Holdings Limited to the Corporation of Lloyd's for services provided by its employee;

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b) The International Underwriting Association held a 25.0% interest in Ins-sure Holdings Limited for the period between 1 January 2013 and 30 June 2013;

c) AGI held a 49.0% interest in FDB for the period between 1 January 2013 and 30 June 2013; and

d) SIA S.p.A. (formerly SIA-SSB S.p.A.) held a 1.3% interest in Xchanging Italy S.p.A. (formerly Kedrios S.p.A.) for the period between 1 January 2013 and 30 June 2013.

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 during the period between 1 January 2013 and 30 June 2013, are set out in the table below:

Sales/

purchases Receivables/

payables £m £m Securities processing services 52.3 6.3 Processing, expert and data services 0.7 0.1 IT costs, premises, divisional corporate charges and other services in support of operating activities

(10.4) (7.3)

Operating systems, development, premises and other services in support of operating activities

1.2 -

Other - 0.5

All transactions are considered to have been made at market prices. Outstanding amounts will normally be settled by cash payment.

8. Material Contracts

Retained Group

The following contracts are all of the contracts not being contracts entered into in the ordinary course of business that (i) have been entered into by the Retained Group within the two years preceding the date of this document and are, or may be, material; or (ii) (regardless of when entered into) contracts which contained provisions under which any member of the Retained Group has an obligation or entitlement that is material to the Retained Group as at the date of this document:

(a) Disposal Agreement

The Disposal Agreement to be entered into in relation to the Disposal, details of which are set out in paragraph 1 of Part III of this document.

(b) Fourth Amendment Agreement and First Amendment Agreement

The Fourth Amendment Agreement and First Amendment Agreement to be entered into in relation to the FDB Carve-Out, details of which are set out in paragraphs 2.2 and 2.4 of Part III of this document.

(c) Initial Amendment Agreement, Second Amendment Agreement and Third Amendment Agreement

The Initial Amendment Agreement, Second Amendment Agreement and Third Amendment Agreement that amended the XTB Shareholders' Agreement and which

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were entered into prior to the date of this Circular, details of which are set out in paragraph 2.3 of Part III of this document.

(d) Framework Transitional Services Agreement

The Framework Transitional Services Agreement (the "FTSA") provides the general framework for the provision of certain transitional services of several Xchanging Group Companies and FDB to the XTB Group and vice versa, that are required for a certain time following Completion for the integration of the XTB Group into Deutsche Bank and the orderly phasing out of such services. Such services are currently provided on the basis of existing service agreements.

The FTSA stipulates that Deutsche Bank and Xchanging shall procure that the Deutsche Bank group companies and the Xchanging Group Companies, respectively, execute the relevant Service Schedules and perform their respective obligations under the Service Schedules.

The transitional services are agreed on the basis of Service Schedules, which define, inter alia, the party providing the transitional services (the "Providing Party") and the party receiving the transitional services (the "Receiving Party") and the scope of the specific transitional services as well as the respective charges.

The Service Schedules either (i) contain a description of the transitional services, or (ii) refer to existing agreements between the Deutsche Bank group company and the Xchanging Group Company or between Xchanging Group Companies under which services that shall be provided as transitional services are currently provided.

The following Service Schedules have been executed:

(i) Service Schedule No. 1A stipulates that all corporate services (comprising Human Resources, Internal Audit Function, Legal Function, Risk Control, Insurance, Business Information Security and Data Protection, Shareholder Committee and Policies, Financial Accounting, controlling, regulatory reporting, safety at work, sourcing, marketing, compliance/anti-money laundering and fraud prevention, BPO management, SAP environment maintenance, system monitoring, user administration for FDB employees), excluding IT services, provided by XTB to FDB shall terminate at Completion;

(ii) Service Schedule No. 1B stipulates that employees of FDB working in the premises of XTB shall no longer use XTB premises after Completion;

(iii) Service Schedule No. 2 stipulates that processing services provided by FDB to XTB shall terminate in the period between six months after Completion and 12 months after Completion. The charges for the processing services during the transition period shall be in line with prior periods;

(iv) Service Schedule No. 3A stipulates that the SAP (Original Service) Hosting and Support services provided by Xchanging Global Insurance Solutions Ltd "XGIS" to XTB shall terminate on 31 December 2014 unless terminated earlier by XTB giving at least three months prior written notice. The charges for the services during the transition period shall be in line with prior periods;

(v) Service Schedule No. 3B stipulates that the SAP (New Service) Support services provided by Xchanging Global Insurance Solutions Ltd ("XGIS") to

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XTB shall terminate on 31 December 2014 unless terminated earlier by XTB giving at least three months prior written notice. The charges for the services during the transition period shall be in line with prior periods;

(vi) Service Schedule No. 3C stipulates that the provision of additional storage and bandwidth with respect to SAP Support services by XGIS to XTB shall terminate on 31 December 2014 unless terminated earlier by XTB giving at least three months prior written notice. The charges for the services during the transition period shall be in line with prior periods;

(vii) Service Schedule No. 3D stipulates that the Mail Hosting and Network Services provided by XGIS to XTB shall terminate on the last day of the 18th month after Completion unless terminated earlier by XTB giving at least three months prior written notice. The charges for the services during the transition period shall be in line with prior periods;

(viii) Service Schedule No. 3E stipulates that the Sales Force Web Application provided by XGIS to XTB shall terminate on Completion;

(ix) Service Schedule No. 3F stipulates that the Global Network and Telepresence (Video Conferencing) provided by XGIS to XTB shall terminate on the last day of the 6th month after Completion. The charges for the services during the transition period shall be in line with prior periods;

(x) Service Schedule No. 4 stipulates that the ARIS Services for processing mapping provided by XTB to Xchanging Insurance Services shall terminate on Completion. Xchanging Insurance Services and XTB intend to enter into a separate agreement prior to Completion extending the services for up to twelve months after Completion on terms to be agreed between the parties;

(xi) Service Schedule No. 5 stipulates that the lease of space and related services provided by XTB to iNNOVO Cloud GmbH (an Xchanging Group Company) shall terminate on Completion; and

(xii) Service Schedule No.6 governs the use of Xchanging’s proprietary software by XTB for the delivery of securities processing services to XTB’s customers. XTB and Xchanging agreed to work together in good faith to agree the legal and commercial terms and conditions of a binding contract between the parties regarding the continued use of such software after Completion.

(e) FDB IT Carve Out Term Sheet

The FDB IT Carve Out Term Sheet sets out the terms governing the separation and segregation of FDB’s IT infrastructure and services from the IT infrastructure and IT services currently provided by XTB. According to a services agreement and a specific service description (the "Legacy IT Agreements") XTB provides IT services, data centre and hosting services to FDB from the XTB data centre. Between the date of the Disposal Agreement and Completion, FDB and XTB will work together to agree a legally-binding contract between XTB and FDB (the "IT Carve-Out Agreement"). Once executed, the IT Carve-Out Agreement will supersede the FDB IT Carve Out Term Sheet and the Legacy IT Agreements which will be deemed terminated. If the IT Carve-Out Agreement is not concluded, then the provisions of the FDB IT Carve Out Term Sheet (including the Legacy IT Agreements) will continue to apply. According to the FDB IT Carve Out Term Sheet, XTB shall procure that FDB shall be entitled to continue to occupy and use the XTB data centre until the earlier of the

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completion of the IT Carve-Out or 31 December 2015. The IT Carve-Out Agreement foresees, amongst other tasks, the separation of the logical network, internet access and the intranet, the migration of the DIAMOS IT system used by FDB and its related sub-systems to a third party hosting provider, the migration of the XTB IT infrastructure to an alternative data centre and the movement of FDB residual IT from the data centre to a new data centre.

(f) XTSI Restated Services Agreement

The XTSI Restated Services Agreement governs the provision of outsourcing services by Xchanging Technology Services India Private Ltd to XTB and stipulates that the agreement will expire on 31 May 2016.

(g) Refinancing of the Group's banking facilities

Xchanging, Xchanging UK Limited and Xchanging Holdings Limited (together the "Borrowers"), certain other Xchanging Group Companies (together with the Borrowers, the "Guarantors"), a syndicate of lenders (the "Lenders"), certain investment banks (the "Arrangers") and Lloyds TSB Bank plc (the "Facility Agent"), among others, entered into an amended and restated facilities agreement dated 29 July 2011 (the "Facilities Agreement"), under which the Lenders have agreed to provide the Borrowers with a secured sterling term loan in an aggregate amount of £20,000,000 ("Facility A") and a multicurrency revolving credit facility in an aggregate amount of £75,000,000 ("Facility B") (Facility A and Facility B, together the "Facilities").

The Facilities have been provided to the Borrowers to refinance existing indebtedness under the Facilities Agreement and for the general corporate purposes of the Group.

The interest rate payable on loans made under the Facilities is LIBOR (or EURIBOR in relation to any loans in euros) plus a margin and mandatory costs (if applicable). If the Borrowers or any of the Guarantors fails to pay any amount payable when due, default interest accrues on the overdue amount.

A commitment fee is payable quarterly in arrears on all undrawn, uncancelled amounts and is calculated at 50 percent of the applicable margin on Facility B. In addition, Xchanging is required to pay to the Facility Agent an agency fee and to the Arrangers an arrangement fee.

The Borrowers must repay loans made under Facility A in instalments starting on 31 January 2013, with the final instalment to be paid on 29 July 2015. The Borrowers must repay each loan made under Facility B at the end of its interest period, with the final repayment to be made on 29 July 2015.

The Facilities Agreement contains mandatory prepayment provisions (including the right of any Lender to demand repayment on a change of control of Xchanging). Voluntary prepayments may be made in minimum amounts of £1,000,000 and in multiples of £500,000.

The obligations of the Borrowers under the Facilities Agreement are guaranteed by the Guarantors and the Facilities are secured. .

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(h) Acquisition of AR Enterprise S.r.l.

On 7 November 2012, Kedrios S.p.A. ("Kedrios") (a subsidiary within the Xchanging Group) entered into an agreement to acquire the entire issued share capital of AR Enterprise S.r.l. ("AR Enterprise"), the leading provider of software packages and comprehensive IT solutions for the securities brokerage and asset management industry in Italy. The relevant quota transfer took effect on 7 November 2013 and was registered at the Italian companies registry on 12 November 2013.

The purchase price was a maximum of EUR 28,550,000. An initial amount of EUR 12,850,000 was payable on completion of the acquisition and further consideration was payable upon achieving defined performance criteria. The first such contingent payment, a maximum of EUR 3,210,000, is potentially payable in Q1 2014 and the second contingent payment, a maximum of EUR 12,490,000, is potentially payable in Q2 2015.

Immediately prior to the acquisition of AR Enterprise, Xchanging (via its wholly-owned subsidiary, Xchanging Italy S.r.l.) owned Kedrios along with its joint venture 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 joint venture agreement. In connection with the acquisition, the joint venture agreement was amended so as to (a) remove from the joint venture 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 became exercisable in the event of Xchanging transferring all its Kedrios shares to a third party. The amendments enhanced Xchanging's ability to exit its investment at the most appropriate time.

SIA was 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 joint venture agreement was classified under the Listing Rules as a "related party transaction" which required the prior approval of Xchanging's shareholders. Shareholders gave their approval at a general meeting of Xchanging held on 14 January 2013.

XTB Group

The following contracts are all of the contracts (not being contracts entered into in the ordinary course of business) which have been entered into by the XTB Group (i) within the two years preceding the date of this document and are, or may be, material; or (ii) (regardless of when entered into) contracts which contained provisions under which any member of the XTB Group has an obligation or entitlement which is material to the XTB Group as at the date of this document:

(a) Fourth Amendment Agreement and First Amendment Agreement

The Fourth Amendment Agreement and First Amendment Agreement to be entered into in relation to the FDB Carve-Out, details of which are set out in paragraphs 2.2 and 2.4 of Part III of this document.

(b) Initial Amendment Agreement, Second Amendment Agreement and Third Amendment Agreement

The Initial Amendment Agreement, Second Amendment Agreement and Third Amendment Agreement which amend the XTB Shareholders' Agreement and which

- 37 -

were entered into prior to the date of this Circular, details of which are set out in paragraph 2.3 of Part III of this document.

(c) Renegotiation of SMC supply contract

XTB has not concluded any material client contracts during the past two years. However, XTB has renegotiated one major supply contract with its supplier Steria Mummert Consulting GmbH ("SMC").

SMC has, in the context of the introduction of compensatory withholding tax (Abgeltungsteuer) in Germany, developed and is the owner of the Tributum software ("Tributum"). On 31 March 2008, SMC and XTB entered into a Software License and Maintenance Agreement (the "2008 Agreement"), which has been amended on 3 November 2008 and on 23 March 2009 in each instance to take account of the further use and development of Tributum.

Pursuant to the terms of the 2008 Agreement, SMC has been responsible for ensuring the compliance of Tributum with applicable laws, therefore, XTB has historically been reliant on SMC to ensure it complies with its obligations under the 2008 Agreement.

On 29 April 2013, XTB and SMC entered into a new Software License and Maintenance Agreement (the "2013 Agreement"). Under the 2013 Agreement, XTB is required to monitor changes in applicable laws and SMC is required to implement any changes to Tributum requested by XTB. The 2013 Agreement also contemplates a re-engineering of the Tributum software. The 2013 Agreement may not be terminated prior to May 2016, unless the relevant terminating party pays a termination fee on termination.

(d) The FDB IT Carve Out Term Sheet and the XTSI Restated Services Agreement, as described above.

9. Litigation

Retained Group

There are no, nor have there been any, governmental, legal or arbitration proceedings (nor is Xchanging aware of any such proceedings being pending or threatened) which may have, or during the 12 months prior to the date of this document have had, a significant effect on the Retained Group's financial position or profitability.

XTB Group

There are no, nor have there been any, governmental, legal or arbitration proceedings (nor is Xchanging aware of any such proceedings being pending or threatened) which may have, or during the 12 months prior to the date of this document have had, a significant effect on the XTB Group's financial position or profitability.

10. Consents

Citigroup Global Markets Limited has given and not withdrawn its written consent to the inclusion of the reference to its name in the form and context in which it is included.

PricewaterhouseCoopers LLP is a member firm of the Institute of Chartered Accountants in England and Wales and has given, and not withdrawn, its written consent to the inclusion of its report on the

- 38 -

unaudited pro forma financial information in Part V (Unaudited pro forma statement of net assets of the Retained Group) of this document in the form and context in which it is included.

11. No Significant Change

Retained Group

There has been no significant change in the financial or trading position of the Retained Group since 31 December 2012, being the date to which the last audited financial information for the Group has been prepared.

XTB Group

There has been no significant change in the financial or trading position of the XTB Group since 31 December 2012, being the date to which the unaudited financial information in Part IV (Financial Information) has been prepared.

12. Information incorporated by Reference

Information from the following documents has been incorporated by reference in this document:

Documents containing information incorporated by reference

Where the information can be accessed by Shareholders

2012 Annual Report www.xchanging.com/investors/reports

2011 Annual Report www.xchanging.com/investors/reports

2010 Annual Report www.xchanging.com/investors/reports

13. Documents Available for Inspection

Copies of the following documents will be available for inspection at 34 Leadenhall Street, London, EC3A 1AX, United Kingdom during normal business hours on any weekday (Saturdays, Sundays and public holidays excepted) up to and including the date of the General Meeting, and at the place of the General Meeting from 15 minutes prior to its commencement until its conclusion:

a) the memorandum and articles of association of Xchanging;

b) the annual report and accounts of Xchanging for the years ended 31 December 2012, 31 December 2011 and 31 December 2010;

c) the unaudited pro forma financial information relating to the Retained Group together with PricewaterhouseCoopers LLP's report thereon;

d) the consent letters of Citigroup Global Markets Limited and PricewaterhouseCoopers LLP;

e) the Disposal Agreement;

f) the Fourth Amendment Agreement;

g) the First Amendment Agreement;

h) the Initial Amendment Agreement;

i) the Second Amendment Agreement;

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j) the Third Amendment Agreement;

k) the Framework Transitional Services Agreement

l) the FDB IT Carve Out Term Sheet;

m) the XTSI Restated Services Agreement; and

n) this document and the Form of Proxy.

Dated: 10 July 2013

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PART VII – DEFINITIONS The following definitions apply throughout this Circular (other than in the notice of General Meeting contained on page 43) unless the context requires otherwise:

"AGI" means Allianz Global Investors Europe GmbH;

"AGI Put Option" means the put option that AGI has in respect of its shares in FDB;

"Board" or "Directors" means the directors of Xchanging whose names appear in paragraph 3 of Part VI of this document;

"Circular" or "this document"

means this document, together with any supplements or amendments thereto;

"Companies Act" means the Companies Act 2006 (as amended from time to time);

"Completion" means completion of the Disposal;

"Deutsche Bank" means Deutsche Bank AG;

"Disposal" means the proposed disposal of Xchanging No.3's shares in XETB to Deutsche Bank;

"Disposal Agreement" means the sale and purchase agreement in respect of the Disposal dated 14 May 2013 between Xchanging No.3, Deutsche Bank and Xchanging;

"Disclosure and Transparency Rules"

means the rules made by the PRA pursuant to FSMA relating to the disclosure of information (as amended from time to time);

"FDB" means Fondsdepot Bank GmbH;

"FDB Indemnity" has the meaning given to it in paragraph 2.2 of Part III of this document;

"FDB Shareholders' Agreement"

means the shareholders' agreement in respect of FDB dated 21 August 2007 between XTB, AGI and FDB, as amended from time to time;

"FDB Carve-Out" has the meaning given to it in paragraph 2.2 of Part III of this document;

"FDB IT Carve Out Term Sheet"

means the binding term sheet dated 14 May 2013 between FDB and XTB;

"First Amendment Agreement"

means the first amendment to the FDB Shareholders' Agreement dated 27 May 2013 between Xchanging No.3, XETB, XTB, AGI and FDB;

"Financial Services and Markets Act" or "FSMA"

means the Financial Services and Markets Act 2000 (as amended from time to time);

"Fourth Amendment Agreement"

means the fourth amendment to the XTB Shareholders' Agreement dated 14 May 2013 between Deutsche Bank, Sal. Oppenheim, Xchanging No.3, Xchanging B.V., Xchanging UK Limited, Xchanging, XTB and XETB;

- 41 -

"FSB" means FondsService Bank GmbH;

"Framework Transitional Services Agreement" or "FTSA"

means the framework transitional services agreement dated 14 May 2013 between Deutsche Bank and Xchanging;

"General Meeting" means the general meeting of the Company to be held at 34 Leadenhall Street, London, EC3A 1AX, United Kingdom at 10.00 am on 26 July 2013;

"Group" means Xchanging and its subsidiaries from time to time (each a "Group Company");

"Initial Amendment Agreement"

means the first amendment to the XTB Shareholders' Agreement dated 7 October 2005 between Deutsche Bank AG, Xchanging No.3 and Xchanging B.V.;

"Leakage Indemnity" has the meaning given to it in paragraph 1.4 of Part III of this document;

"Listing Rules" means the rules and regulations made by the FCA pursuant to FSMA (as amended from time to time);

"Litigation Indemnity" has the meaning given to it in paragraph 1.4 of Part III of this document;

"Notice of General Meeting"

means the notice of General Meeting which appears at the end of this document;

"PRA" means the Prudential Regulation Authority in its capacity as the competent authority for the purposes of Part VI of the Financial Services and Markets Act;

"PLTA" has the meaning given to it in paragraph 1.3 of Part III of this document;

"Proxy Form" means the form of proxy to be used in connection with the General Meeting;

"Proceeds" means the proceeds of the Disposal;

"Prospectus Rules" means the rules made by the PRA pursuant to Part VI of FSMA (Official Listing) (as amended from time to time);

"Resolution" the resolution to be proposed at the General Meeting to obtain the approval of the Shareholders for the Disposal and the FDB Indemnity;

"Retained Group" means Xchanging and its subsidiaries and subsidiary undertakings following the Disposal (and, for the avoidance of doubt, excludes the XTB Group);

"Sal. Oppenheim" means Sal. Oppenheim jr. & Cie. AG & Co. KGaA;

"Second Amendment Agreement"

means the second amendment to the XTB Shareholders' Agreement dated 11 February 2008 between Deutsche Bank AG, Xchanging

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No.3, Xchanging B.V., Xchanging UK Limited, Xchanging and XTB;

"Service Agreement Indemnity"

has the meaning given to it in paragraph 1.4 of Part III of this document;

"Shareholders" means the holders of Xchanging Shares;

"Third Amendment Agreement"

means the third amendment to the XTB Shareholders' Agreement dated 15 January 2010 between Deutsche Bank AG, Sal. Oppenheim, Xchanging No.3, Xchanging B.V., Xchanging UK Limited, Xchanging and XTB;

"Transaction" means, together, the Disposal, the XTB Guarantee, the FDB Carve-Out and the FDB Indemnity;

"Warranties" has the meaning given to it in paragraph 1.5 of Part III of this document;

"Xchanging" or the "Company"

Xchanging plc;

"Xchanging Licence Agreements"

has the meaning given to it in paragraph 1.3 of Part III of this document;

"Xchanging No.3 " means Xchanging Holdco No.3 Limited;

"Xchanging Share Schemes"

means the Approved and Unapproved Executive Share Option Plan, the Xchanging 2007 Performance Share Plan and the Xchanging 2012 Deferred Share Bonus Plan;

"Xchanging Shares" means the ordinary shares of £0.05 each in the capital of the Company;

"XETB" means Xchanging etb GmbH;

"XGIS" means Xchanging Global Insurance Solutions Ltd;

"XTB" means Xchanging Transaction Bank GmbH;

"XTB Group" means, together, XETB and XTB;

"XTB Guarantee" means the guarantee given by Xchanging to Deutsche Bank in the Disposal Agreement in relation to Xchanging No.3's obligations under the Disposal Agreement;

"XTB Shareholders' Agreement"

means the shareholders' agreement in respect of XETB dated 21 August 2007 between Deutsche Bank, Sal. Oppenheim, Xchanging No.3 and the Company as amended from time to time; and

"XTSI Restated Services Agreement"

means the addendum dated 14 May 2013 to the services agreement dated 30 May 2006 between Xchanging Technology Services India Private Limited and XTB.

- 43 -

NOTICE OF GENERAL MEETING

Notice is hereby given that a General Meeting of Xchanging plc (the "Company") will be held at 34 Leadenhall Street, London, EC3A 1AX, United Kingdom at 10.00 am on 26 July 2013 to consider and, if thought fit, pass the following resolution which shall be proposed as an ordinary resolution:

1. THAT

a. the proposed:

i. disposal (the "Disposal") by Xchanging Holdco No.3 Limited ("Xchanging No.3") of its shares in Xchanging etb GmbH ("XETB") to Deutsche Bank AG as described in the circular to shareholders of the Company dated 10 July 2013 (the "Circular") on the terms and subject to the conditions of the sale and purchase agreement dated 14 May 2013 between Xchanging No.3, the Company and Deutsche Bank AG (the "Disposal Agreement"); and

ii. the uncapped indemnity (the "FDB Indemnity") to be given by the Company to Deutsche Bank AG, Sal. Oppenheim jr. & Cie. AG & Co. KGaA, Xchanging Transaction Bank GmbH ("XTB") and XETB in respect of potential third party claims, damages and losses that they may incur as a result of the implementation of the transfer of XTB's shares in Fondsdepot Bank GmbH ("FDB") from XTB to XETB and from XETB to Xchanging No.3 as described in the Circular and on the terms of the fourth amendment to the shareholders agreement dated 14 May 2013 between Deutsche Bank AG, Sal. Oppenheim jr. & Cie. AG & Co. KGaA, Xchanging No.3, Xchanging B.V., Xchanging UK Limited, the Company, XTB and XETB (the "Fourth Amendment Agreement" and together with the Disposal Agreement, the "Transaction Documents"),

be and are hereby approved;

b. the directors of the Company (or a duly authorised committee thereof) be and are hereby authorised to complete the Transaction Documents and do or procure to be done all such acts and things on behalf of the Company and any of its subsidiaries as they consider necessary or expedient for the purpose of giving effect to the Disposal and the FDB Indemnity and/or the Transaction Documents and/or this resolution and to carry the same into effect with such modifications, variations, revisions, waivers or amendments as the directors of the Company (or any duly authorised committee thereof) may in their absolute discretion think fit, provided such variations, revisions, waivers or amendments are not of a material nature; and

c. the Disposal and the FDB Indemnity be and are hereby approved for the purposes of Listing Rules 10 and 11 of the UK Listing Authority Listing Rules as, in respect of the Disposal, a Class 2 related party transaction and, in respect of the FDB Indemnity, a Class 1 related party transaction.

By order of the Board,

Gary Whitaker Company Secretary

10 July 2013

Registered office: 34 Leadenhall Street London EC3A 1AX

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NOTES TO NOTICE OF GENERAL MEETING

1. Only those shareholders registered in the register of members of the Company as at 6.00pm on 24 July 2013, (or, in the case of an adjournment, as at 6.00pm on the day that is two days prior to the day of the adjourned meeting) shall be entitled to attend and/or vote at the General Meeting in respect of the number of ordinary shares registered in their name at that time. Changes to entries on the register of members after 6.00pm on 24 July 2013 (or, in the case of an adjournment, after 6.00pm on the day that is two days prior to the day of the adjourned meeting) shall be disregarded in determining the rights of any person to attend or vote at the General Meeting.

2. A member of the Company entitled to attend, speak and vote at a general meeting of the Company is entitled to appoint a proxy to attend, speak and vote instead of him or her. A member may appoint more than one proxy, provided that each proxy is appointed to exercise the rights attached to different shares. To appoint more than one proxy, you should photocopy the form of proxy and complete a separate form in respect of each proxy. Please follow the instructions on the form of proxy and sign all forms and return them together in the same envelope to the Company's registrars, Equiniti Limited. A proxy need not be a member of the Company.

3. To be valid, the form of proxy and any power of attorney or other authority under which it is executed (or a notarially certified copy of such power of attorney or other authority) must be lodged with Equiniti Limited by no later than 10.00am on 24 July 2013 or, if the meeting is adjourned, not less than 48 hours (excluding any part of a day that is not a working day) before the time fixed for the adjourned meeting. A form of proxy is enclosed with this Notice. Completion and return of the form of proxy or a CREST Proxy Instruction (as described in note 6 below) will not prevent a shareholder from attending and voting in person at the Meeting should he or she subsequently decide to do so.

4. A person who is not a member of the Company but has been nominated by a member of the Company (the 'relevant member') to enjoy information rights (the 'nominated person') does not have a right to appoint any proxies under note 1 above. However, a nominated person may have a right under an agreement with the relevant member to be appointed or to have somebody else appointed as a proxy for the Meeting. If a nominated person does not have such a right or has such a right and does not wish to exercise it, he may have a right under an agreement with the relevant member to give instructions as to the exercise of voting rights.

5. CREST members who wish to appoint a proxy or proxies by utilising the CREST electronic proxy appointment service may do so by utilising the procedures described in the CREST manual (available via www.euroclear.com/CREST). CREST personal members or other CREST sponsored members, and those CREST sponsors who have appointed a voting service provider(s), should refer to their CREST sponsors or voting service provider(s), who will be able to take the appropriate action on their behalf.

6. In order for a proxy appointment made by means of CREST to be valid, the appropriate CREST message (the 'CREST Proxy Instruction') must be properly authenticated in accordance with the specifications of Euroclear UK & Ireland Limited ('Euroclear UK & Ireland') and must contain the information required for such instructions as described in the CREST manual (available via www.euroclear.com/CREST). The message must be transmitted so as to be received by the Company's agent (ID RA19) by the latest time for receipt of proxy appointments specified in the Notice. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp applied to the message by the CREST Application

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Host) from which the Company's agent is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST.

7. CREST members and, where applicable, their CREST sponsors and voting service provider(s) should note that Euroclear UK & Ireland does not make available special procedures in CREST for any particular messages. Normal system timings and limitations will therefore apply in relation to the input of CREST Proxy Instructions. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST personal member or sponsored member or has appointed a voting service provider(s) to procure that his CREST sponsor or voting service provider(s) take(s)) such action as shall be necessary to ensure that a message is transmitted by means of the CREST system by any particular time. In this connection, CREST members and, where applicable, their CREST sponsors or voting service provider(s) are referred, in particular, to those sections of the CREST manual concerning practical limitations of the CREST system and timings. The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001.

8. Any member attending the Meeting has the right to ask questions. The Company must cause to be answered any such question relating to the business being dealt with at the Meeting but no such answer need be given if (a) to do so would interfere unduly with the preparation for the Meeting or involve the disclosure of confidential information, (b) the answer has already been given on a website in the form of an answer to a question, or (c) it is undesirable in the interests of the Company or the good order of the Meeting that the question be answered.

9. A copy of this notice and the information required by section 311A of the Companies Act can be found at www.xchanging.com.

10. Any electronic communication sent by a shareholder to the Company or the registrar which is found to contain a computer virus will not be accepted. You may not use any electronic address provided either in this Notice or any related documents (including in the form of proxy) to communicate with the Company except for the purposes for which any such electronic address has been provided.

11. Any corporation which is a member can appoint one or more corporate representatives who may exercise on its behalf all of its powers as a member provided that they do not do so in relation to the same shares.

12. As an alternative to completing the hard-copy proxy form, you can appoint a proxy electronically by logging onto the website www.sharevote.co.uk and entering your Voting ID, Task ID and Shareholder Reference Number shown on your form of proxy For an electronic proxy appointment to be valid, your appointment must be received by Equiniti no later than 10.00am on 24 July 2013

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