Management Board and Supervisory Board of Deutsche Börse recommend acceptance of the offer made by HLDCO123 plc

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION (IN WHOLE OR IN PART) IN, INTO OR FROM ANY OTHER JURISDICTION WHERE TO DO SO WOULD VIOLATE THE LAWS OF SUCH JURISDICTION

The Management Board and the Supervisory Board of Deutsche Börse AG recommend that shareholders of Deutsche Börse accept the offer made by HDLCO123 PLC (“HoldCo”). Both boards believe that the consideration offered by HoldCo is appropriate and fair to its shareholders and the merger of Deutsche Börse and London Stock Exchange Group plc is in the best interest of Deutsche Börse and its shareholders.

The recommendation which was made in a joint statement of both boards in accordance with Section 27 of the German Securities Acquisition and Takeover Act on the voluntary public takeover offer of HoldCo is based on the following key rationales:

• Strategic aspects: The merger will create a leading global markets infrastructure group anchored in Europe, thus representing a compelling opportunity to accelerate the growth strategies of both companies. The commitment to its customer centric operating model allows the combined group to most effectively service customers’ needs.
• Cost and revenue synergies: The combination will deliver significant value creation through cost synergies of at least €450 million, achieved in year three post completion, and at least €250 million of revenue synergies, achieved in year five post completion. In addition, a significant opportunity for further revenue growth is expected to result from the combination.
• Future participation: The consideration the shareholders of Deutsche Börse are entitled consists of shares in the HoldCo. This will enable shareholders to participate in future growth potential of the combined group.

The joint statement can be accessed online at deutsche-boerse.com under the Investor Relations section. It is available in German and as a non-binding English translation. Only the German original shall be authoritative. Shareholders are recommended to read the joint statement as well as the exchange offer document published by HoldCo and to consider its content as well as their personal situation in making their decision on whether they would like to accept the offer.

Contact

Press
Heiner Seidel
+49 (0) 69- 2 11-1 77 64
media-relations@deutsche-boerse.com

Investor Relations
Jan Strecker
+49 (0) 69- 2 11-1 16 70
jan.strecker@deutsche-boerse.com

Important information:

This announcement is neither an offer to exchange, purchase or sale nor a solicitation of an offer to exchange, purchase or sale shares but constitutes a legally required announcement according to the WpÜG in the context of a public takeover offer. The final terms and further provisions regarding the public takeover offer by HLDCO123 PLC to the shareholders of Deutsche Börse AG are set forth in the offer document that has been approved by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht). Investors and holders of Deutsche Börse AG shares are strongly recommended to read the offer document and all other documents in connection with the public takeover offer as soon as they are published, as they will contain important information.

Subject to the exceptions described in the offer document and any exceptions granted by the relevant regulatory authorities, a public takeover offer is not being made directly or indirectly, in or into those jurisdictions where to do so would constitute a violation pursuant to the laws of such jurisdiction.

The HLDCO123 PLC shares have not been and will not be registered under the U.S. Securities Act of 1933, as amended, or with any securities regulatory authority of any state or any other jurisdiction of the USA. Therefore, subject to certain exceptions, HLDCO123 PLC shares may not be offered or sold within the USA or in any other jurisdiction, where to do so would be a violation of applicable law. There is no public offering of HLDCO123 PLC shares in the USA. If HLDCO123 PLC shares may in HLDCO123 PLC’s opinion not be offered or delivered to a U.S. shareholder according to the U.S. Securities Act of 1933, such U.S. shareholder that validly accepts the offer will receive, in lieu of HLDCO123 PLC shares to which it would otherwise be entitled the net cash proceeds of the sale of such HLDCO123 PLC shares.

To the extent permissible under applicable law or regulation, and in accordance with German market practice, HLDCO123 PLC or its brokers may purchase, or conclude agreements to purchase, Deutsche Börse AG shares, directly or indirectly, outside of the scope of the public takeover offer, before, during or after the acceptance period. This applies to other securities that are directly convertible into, exchangeable for, or exercisable for Deutsche Börse AG shares. These purchases may be completed via the stock exchange at market prices or outside the stock exchange at negotiated conditions. Any information on such purchases will be disclosed as required by law or regulation in Germany or any other relevant jurisdiction.

This announcement contains statements which are, or may be deemed to be, “forward-looking statements”. “Forward-looking statements” are prospective in nature and are not based on historical facts, but rather on current expectations and projections of the management of Deutsche Börse AG and London Stock Exchange Group plc about future events, and are therefore subject to risks and uncertainties which could cause actual results to differ materially from the future results expressed or implied by the forward-looking statements. Often, but not always, forward-looking statements can be identified by the use of forward-looking words such as “plans”, “expects” or “does not expect”, “is expected”, “is subject to”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates” or “does not anticipate”, or “believes”, or variations of such words and phrases or statements that certain actions, events or results “may”, “could”, “should”, “would”, “might” or “will” be taken, occur or be achieved. Although Deutsche Börse AG and London Stock Exchange Group plc believe that the expectations reflected in such forward-looking statements are reasonable, Deutsche Börse AG and London Stock Exchange Group plc can give no assurance that such expectations will prove to be correct. By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future. There are a number of factors that could cause actual results and developments to differ materially from those expressed or implied by such forward-looking statements.