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London Stock Exchange Confirms Rejection Of Nasdaq’s Final* Offer

Date 12/12/2006

The Board of London Stock Exchange Group plc (“the Exchange”) notes the publication today of Nasdaq’s offer document in relation to its final* offer. As stated in the Exchange’s announcement on 20 November 2006, the Board unanimously rejects Nasdaq’s offer as it substantially undervalues the Exchange and fails to reflect its unique strategic position and the powerful earnings and operational momentum of the business.

The Board will be writing to shareholders to explain its reasons for rejecting Nasdaq’s offer. In the meantime, shareholders are strongly recommended to take no action in respect of Nasdaq’s offer.

London Stock Exchange

John Wallace – Media

Paul Froud – Investor Relations

020 7797 1222

020 7797 3322

 

Finsbury

James Murgatroyd

Simon Moyse

020 7251 3801

* The offer is to be made by Nightingale Acquisition Limited, a wholly owned subsidiary of The Nasdaq Stock Market, Inc. (“Nasdaq”). Nasdaq has defined “final” in its offer document as meaning that its offer will not be revised except: (i) upon the recommendation of London Stock Exchange Group plc Board; or (ii) if a firm intention to make a competing offer for London Stock Exchange Group plc is announced, whether or not subject to any preconditions.

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

Merrill Lynch International, which is regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for London Stock Exchange Group plc and no one else in connection with the Offer and will not be responsible to anyone other than the Exchange for providing the protections afforded to clients of Merrill Lynch International nor for providing advice in relation to the Offer.

Lehman Brothers Europe Limited, which is regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for London Stock Exchange Group plc and no one else in connection with the Offer and will not be responsible to anyone other than the Exchange for providing the protections afforded to clients of Lehman Brothers Europe Limited nor for providing advice in relation to the Offer.