Important Disclaimer

Recommended acquisition (the “Acquisition”) by Deutsche Börse Aktiengesellschaft (“Deutsche Börse”) of Allfunds Group plc (“Allfunds”)

ACCESS TO THIS AREA OF THE WEBSITE (THE “MICROSITE”) MAY BE RESTRICTED UNDER SECURITIES LAWS OR REGULATIONS IN CERTAIN JURISDICTIONS. THIS NOTICE REQUIRES YOU TO CONFIRM CERTAIN MATTERS (INCLUDING THAT YOU ARE NOT RESIDENT IN SUCH A JURISDICTION), BEFORE YOU MAY OBTAIN ACCESS TO THE INFORMATION ON THIS MICROSITE. THESE MATERIALS ARE NOT DIRECTED AT OR INTENDED TO BE ACCESSIBLE BY PERSONS RESIDENT IN ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION OR WOULD RESULT IN A REQUIREMENT TO COMPLY WITH CONSENT OR OTHER FORMALITY WHICH DEUTSCHE BÖRSE REGARDS AS UNDULY ONEROUS (A “RESTRICTED JURISDICTION”).

THIS MICROSITE CONTAINS ANNOUNCEMENTS, DOCUMENTS AND INFORMATION (THE “INFORMATION”) PUBLISHED BY DEUTSCHE BÖRSE AND ALLFUNDS RELATING TO THE ACQUISITION. THE INFORMATION IS BEING MADE AVAILABLE IN GOOD FAITH AND FOR INFORMATION PURPOSES ONLY, AND ITS AVAILABILITY IS SUBJECT TO THE TERMS AND CONDITIONS SET OUT BELOW.

Access to the Information

If you would like to view the Information contained in this Microsite, please read this notice carefully. This notice applies to all persons who view the Information contained in this Microsite and, depending on where you are located, may affect your rights or responsibilities. Deutsche Börse reserves the right to amend or update this notice at any time and you should, therefore, read it in full each time you visit this Microsite. In addition, the contents of this Microsite may be amended at any time, in whole or in part, at the sole discretion of Deutsche Börse.

To allow you to view information about the Acquisition, you must read this notice and then click ”I ACCEPT”. If you are unable to agree, you should click “I DECLINE” and you will not be able to view information about the Acquisition. 

The Information contained in this Microsite does not constitute an offer to sell or otherwise dispose of or an invitation or solicitation of any offer to purchase or subscribe for any securities. 

The Acquisition would be made by means of a scheme document which would contain the full terms and conditions of the Acquisition, including details on how to vote in respect of the Acquisition. 

Allfunds shall prepare the scheme document to be distributed to Allfunds shareholders. Allfunds and Deutsche Börse urge Allfunds shareholders to read the scheme document when it becomes available because it shall contain important information relating to the Acquisition.

Overseas jurisdictions

This Information is not directed at or intended to be accessible by persons resident in any Restricted Jurisdiction.

Viewing the Information you are seeking to access may be restricted under securities laws in certain jurisdictions. All persons resident outside of the United Kingdom, the Netherlands or Germany who wish to view the Information contained in this Microsite must first satisfy themselves that they are not subject to any local requirements which prohibit or restrict them from doing so and should inform themselves about, and observe, any legal or regulatory requirements applicable in their jurisdiction.

YOU SHOULD NOT DOWNLOAD, MAIL, FORWARD, DISTRIBUTE, SEND OR SHARE THE INFORMATION OR DOCUMENTS CONTAINED ON THIS MICROSITE TO ANY PERSON. IN PARTICULAR, YOU SHOULD NOT MAIL, FORWARD, DISTRIBUTE OR SEND THE INFORMATION OR DOCUMENTS CONTAINED THEREIN TO ANY RESTRICTED JURISDICTION.

The Microsite contains Information that has been prepared for the purposes of complying with applicable law and the Information disclosed may not be the same as if this Information had been prepared in accordance with the laws and regulations of any other jurisdiction.
It is your responsibility to satisfy yourself as to the full observance of any relevant laws and regulatory requirements. If you are not permitted to view the Information on this Microsite, or are in any doubt as to whether you are permitted to view the Information, please exit this Microsite.

Additional U.S. information 

The Acquisition relates to the securities of a UK company listed on Euronext Amsterdam and is proposed to be effected by means of a scheme of arrangement under English law. Accordingly, the Acquisition is subject to the disclosure and procedural requirements applicable to a scheme of arrangement involving a target company incorporated in England and Wales and listed on Euronext Amsterdam, and the disclosure and procedural requirements applicable to the issuance of buyer shares under German law, which in each case differs from the disclosure and procedural requirements of US securities laws, including the tender offer and proxy solicitation rules.

Any financial statements or other financial information included in this Microsite have been prepared in accordance with non-US accounting standards that may not be comparable to the financial statements of US companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the United States. It may be difficult for US holders of shares to enforce their rights and any claims they may have arising under the US federal securities laws in connection with the Acquisition, since Deutsche Börse and Allfunds are located in a country other than the United States, and some or all of their officers and directors may be residents of countries other than the United States. US holders of shares may not be able to sue Deutsche Börse and Allfunds or their respective officers or directors in a non-US court for violations of the US securities laws. Further, it may be difficult to compel Deutsche Börse and Allfunds and their respective affiliates to subject themselves to the jurisdiction or judgment of a US court. 

The shares in Deutsche Börse have not been, and will not be, registered under the US Securities Act of 1933, as amended (the “US Securities Act”), or under the laws of any state of other jurisdiction of the United States, and may not be offered, sold or resold in the United States except pursuant to an available exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act. There will be no public offering directly or indirectly of the shares in the United States or elsewhere. Neither the US Securities and Exchange Commission nor any US state securities commission has approved, disapproved or passed judgement upon the fairness of the merits of the Acquisition or the shares. Any representation to the contrary is a criminal offence in the US.

The Acquisition is intended to be implemented by way of a scheme of arrangement provided for under English company law (a “Scheme”). A transaction effected by means of a Scheme is not subject to the tender offer or proxy solicitation rules under the US Securities Exchange Act of 1934, as amended (the “US Exchange Act”). The shares in Deutsche Börse to be issued as consideration for the Acquisition  are expected to be issued to shareholders of Allfunds in reliance upon the exemption from the registration requirements of the US Securities Act provided by Section 3(a)(10) thereof and applicable exemptions under state securities laws. The shares in Deutsche Börse will not be registered under any US state securities laws and may only be issued to persons resident in a state pursuant to an exemption from the registration requirements of the securities law of such state. Shareholders who are or will be “affiliates” (within the meaning of Rule 144 under the US Securities Act) of Deutsche Börse will be subject to certain transfer restrictions relating to the shares in Deutsche Börse received in connection with the Scheme.

Forward-Looking Statements

This Microsite and the Information contained in it may contain certain forward-looking statements with respect to the financial condition, results of operations and businesses of Deutsche Börse and the Deutsche Börse Group (being Deutsche Börse and its subsidiaries and subsidiary undertakings) and Allfunds and the Allfunds Group (being Allfunds and its subsidiaries and subsidiary undertakings) following the implementation of the Acquisition. 

All statements other than statements of historical fact are, or may be deemed to be, forward-looking statements. Forward-looking statements are statements of future expectations that are based on management's current expectations and assumptions and involve known and unknown risks and uncertainties that could cause actual results, performance or events to differ materially from those expressed or implied in these statements. Forward-looking statements include, among other things, statements concerning the potential exposure of Deutsche Börse and the Deutsche Börse Group to market risks and statements expressing management’s expectations, beliefs, estimates, forecasts, projections and assumptions, including as to future potential cost savings, synergies, earnings, cash flow, return on capital employed, production and prospects. These forward-looking statements are identified by their use of terms and phrases such as "anticipate", "believe", "could", "estimate", "expect", "goals", "intend", "may", "objectives", "outlook", "plan", "probably", "project", "risks", "seek", "should", "target", "will" and similar terms and phrases. 

There are a number of factors that could affect the future operations of Deutsche Börse and the Deutsche Börse Group and could cause those results to differ materially from those expressed in the forward-looking statements included in this Microsite. These factors include, but are not limited to: (a) changes in the global political, economic, business and competitive environments and in market and regulatory forces; (b) changes in future exchange and interest rates; (c) changes in tax rates; (d) future business combinations or disposals; (e) changes in general economic and business conditions; (f) changes in the behaviour of other market participants; (g) weak, volatile or illiquid capital and/or credit markets; and (h) changes in laws or in supervisory expectations or requirements.

All forward-looking statements contained in this Microsite are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. Readers should not place undue reliance on forward-looking statements. 

Each forward-looking statement speaks only as at the specified date of the relevant document within which the statement is contained. None of Deutsche Börse, the Deutsche Börse Group, Allfunds or the Allfunds Group undertake any obligation to publicly update or revise any forward-looking statement as a result of new information, future events or other information. In light of these risks, results could differ materially from those stated, implied or inferred from the forward-looking statements contained in this Microsite.

Unless expressly stated otherwise, no statement contained or referred to in this Microsite is intended to be a profit forecast. 

Responsibility

In relation to any Acquisition-related materials accessible on this Microsite please note any statement of responsibility contained therein. 

The documents included in this Microsite issued or published by Deutsche Börse speak only at the specified date of the relevant document and Deutsche Börse has, and accepts, no responsibility or duty to update or revise such documents. 

In relation to any such announcements or other Acquisition-related materials issued or published by any third party, or which relate to any third party, that are accessible on this website, the only responsibility accepted by Deutsche Börse and its directors is for the correctness and fairness of its reproduction.

Neither the directors of Deutsche Börse, any member of the Deutsche Börse Group, nor any of their affiliated companies, have reviewed, and no such person is or shall be responsible for or accepts any liability in respect of, any information contained on any other website which may be linked to or from this Microsite.

Other

If you are in any doubt about the contents of this Microsite or the action you should take, you should seek your own financial advice from an independent financial adviser authorised under the Financial Services and Markets Act 2000 (as amended) or, if you are located outside the UK, from an appropriately authorised independent financial adviser.

This notice shall be governed by and construed in accordance with English law.
Confirmation of understanding and acceptance

• I have read and understood the notice set out above and I agree to be bound by its terms.
• I am not (nor do I act on behalf of someone who is) resident in any country that renders the accessing of the materials on this Microsite or parts of it illegal.
• I will not print, download, or otherwise seek to copy, mail, forward, distribute or send any of the materials on this Microsite to any other person at any time.
• I represent and warrant to Deutsche Börse that I intend to access this Microsite for information purposes only.

If you are not able to give these confirmations, you should click on I DECLINE below.