by

CAPITA PLC (“CAPITA”)

for

XCHANGING PLC (“XCHANGING”)

Registered number: 02081330

Notice is hereby given in accordance with section 978(1) Companies Act 2006 that:

(a) by means of an offer document dated and published on 17 October 2015 (the “Offer Document”), Capita is making a recommended final cash offer (the “Offer”) to acquire the entire issued and to be issued ordinary share capital of Xchanging; and

(b) copies of the Offer Document containing the Offer will be available for inspection at the offices of Eversheds LLP, One Wood Street, London EC2V 7WS (and will also be made available on Capita’s website at http://investors.capita.co.uk), subject to certain access restrictions to persons in overseas jurisdictions.

The Offer

Holders of ordinary shares of five pence each (“Xchanging Shares”) in the capital of Xchanging (“Xchanging Shareholders”) who accept the Offer will receive 160 pence in cash for each Xchanging Share. The Offer values all of the entire issued and to be issued share capital of Xchanging at approximately £412 million.

The Offer is final and is not capable of being increased, save that Capita reserves the right to increase the price per Xchanging Share payable pursuant to the terms of the Offer in the event that a third party announces a firm intention to make an offer for Xchanging pursuant to Rule 2.7 of the City Code on Takeovers and Mergers (the “Code”).

Xchanging Shares will be acquired under the Offer fully paid and free from all liens, equities, charges, equitable interests, encumbrances, rights of pre-emption and other third party rights and/or interests of any nature whatsoever and together with all rights attaching to them on or after 17 October 2015, including the right to receive and retain all dividends, interest and other distributions declared, paid or made in respect of the share capital of Xchanging on or after 17 October 2015.

The full terms and conditions of the Offer (including details of how the Offer may be accepted) are set out in the Offer Document and, in relation to Xchanging Shares held in certificated form, the related Form of Acceptance.

Xchanging Shareholders who accept the Offer may rely only on the Offer Document and, where they hold Xchanging shares in certificated form, the Form of Acceptance for all the terms and conditions of the Offer.

The Offer is, by means of this advertisement, being extended to all persons to whom the Offer Document may not be despatched, who hold, or who are entitled to have allotted or issued to them, Xchanging Shares. Such persons are informed that copies of the Offer Document and Form of Acceptance are available for collection (during normal business hours) from Capita Asset Services of The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU, telephone: 0371 664 0321. Call are charged at the standard geographic rate and will vary by provider. Calls from outside the United Kingdom will be charged at the applicable international rate.

The Offer, which has been made by means of the Offer Document and this advertisement, will initially be open for acceptance until 1.00 pm (London time) on 16 November 2015 or such later time(s) and/or date(s) as Capita, subject to the rules of the Code, may decide. Any extensions of the Offer will be publicly announced by 8.00 a.m. (London time) on the business day following the day on which the Offer was due to expire.

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

Subject to Rule 23.2 of the Code, the Offer is not being made, directly or indirectly, in, into or by use of the mails of, or by any means or instrumentality (including, without limitation, telephonically or electronically) of interstate or foreign commerce of, or any facilities of a national securities exchange of, any jurisdiction where local laws or regulations may result in a significant risk of civil, regulatory or criminal exposure if information concerning the Offer is sent or made available to Xchanging Shareholders in that jurisdiction (a “Restricted Jurisdiction”) and the Offer will not be capable of acceptance by any such use, means, instrumentality or facilities or otherwise from or within any Restricted Jurisdiction.

This advertisement is not being published, mailed, transmitted or otherwise distributed or sent to, into or from any jurisdiction if to do so would constitute a violation of the relevant laws of such jurisdiction and persons reading this advertisement (including custodians, trustees and nominees) must not mail or otherwise distribute or send this advertisement, the Offer Document, the Form of Acceptance (nor any related document(s)) in, into or from such jurisdiction, nor use the mails of such jurisdiction or any such means or instrumentality for any purpose, directly or indirectly, relating to acceptance of the Offer and so doing may invalidate any related purported acceptance of the Offer.

Citigroup Global Markets Limited (“Citi”), which is authorised by the Prudential Regulation Authority and regulated in the United Kingdom by the Financial Conduct Authority and the Prudential Regulation Authority, is acting exclusively for Capita and no one else in connection with the Offer and will not be responsible to anyone other than Capita for providing the protections afforded to clients of Citi nor for providing advice in relation to the Offer. Neither Citi nor any of its affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Citi in connection with this advertisement, any statement contained herein, the Offer or otherwise.

Deutsche Bank AG is authorised under German Banking Law (competent authority: European Central Bank) and, in the United Kingdom, by the Prudential Regulation Authority. It is subject to supervision by the European Central Bank and by BaFin, Germany’s Federal Financial Supervisory Authority, and is subject to limited regulation in the United Kingdom by the Prudential Regulation Authority and Financial Conduct Authority.

Deutsche Bank AG is a joint stock corporation with limited liability incorporated in the Federal Republic of Germany, Local Court of Frankfurt am Main, HRB No. 30 000; Branch Registration in England and Wales BR000005 and Registered Address: Winchester House, 1 Great Winchester Street, London EC2N 2DB. Deutsche Bank AG, London Branch is a member of the London Stock Exchange. (Details about the extent of our authorisation and regulation by the Prudential Regulation Authority, and regulation by the Financial Conduct Authority are available on request or from www.db.com/en/content/eu_disclosures.htm.).

Deutsche Bank AG, acting through its London branch (“Deutsche Bank”), is acting as a corporate broker to Capita and no other person in connection with the Offer, this advertisement and its contents. Deutsche Bank will not be responsible to any person other than Capita for providing any of the protections afforded to clients of Deutsche Bank, nor for providing any advice in relation to any matter referred to herein. Without limiting a person’s liability for fraud, neither Deutsche Bank nor any of its subsidiary undertakings, branches or affiliates nor any of its or their respective directors, officers, representatives, employees, advisers or agents owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Deutsche Bank in connection with this advertisement, any statement contained herein or otherwise.