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Deutsche Börse Withdraws Proposed Pre-Conditional Cash Offer For The London Stock Exchange

Date 06/03/2005

Deutsche Börse AG announces that it is withdrawing its proposed pre-conditional cash offer of no less than 530 pence for each ordinary share of the London Stock Exchange plc announced on 27 January 2005 (the Proposal). Deutsche Börse has taken this decision as a result of the Board of the London Stock Exchange not recommending the Proposal and after discussions Deutsche Börse's management has held with shareholders of Deutsche Börse since the announcement of the contemplated transaction on January 27.

Deutsche Börse reserves the right to make an offer if Euronext or another third party announces an offer for the London Stock Exchange or in such other circumstances as are permitted by the UK Takeover Code.

Deutsche Börse will develop a plan in consultation with its shareholders for a significant distribution of funds to shareholders in addition to the suggested dividend for the year 2004.

Werner Seifert, CEO of Deutsche Börse commented: "We continue to believe that shareholders, issuers, investors and intermediaries would all benefit from consolidation of the European exchange landscape as contemplated in our Proposal. However, the London Stock Exchange does not find itself in a position to recommend a transaction at a price we find supportable. We believe the proposed transaction would have been value enhancing for Deutsche Börse shareholders. At the same time, we recognise that a significant portion of our shareholder base is focussed on return of capital in the short term. The broad portfolio of businesses of Deutsche Börse Group provides a wealth of opportunities to continue to create value for our shareholders and benefits for our customers and other stakeholders."