Recommended All-Share Merger Between London Stock Exchange Group Plc And Deutsche Börse AG - Results Of The Court Meeting And LSEG General Meeting And Referendum Committee Update

At the Court Meeting and the London Stock Exchange Group plc ("LSEG") General Meeting held earlier today in connection with the recommended all-share merger between LSEG and Deutsche Börse AG ("Deutsche Börse") (the "Merger"), to be implemented through a new UK TopCo holding company ("HoldCo") which will acquire LSEG by way of a scheme of arrangement of LSEG under Part 26 of the Companies Act 2006 (the "Scheme") and will acquire Deutsche Börse (the "Deutsche Börse Acquisition") by making a securities exchange offer to all shareholders of Deutsche Börse, the LSEG Shareholders approved all the resolutions proposed at both meetings by the requisite majorities.

Full details of the resolutions passed are set out in the notices of the Court Meeting and the LSEG General Meeting contained in the scheme document published by LSEG on 1 June 2016 in connection with the Merger (the "Scheme Document").

The number of LSEG Shares in issue at the Scheme Voting Record Time of 6.30 p.m. (London time) on 30 June 2016 was 350,299,259. LSEG does not hold any ordinary shares in treasury. Therefore, the total number of voting rights in LSEG at the Scheme Voting Record Time was 350,299,259.

Voting results of the Court Meeting

The table below sets out the results of the poll at the Court Meeting held on 4 July 2016. Each Scheme Shareholder, present in person or by proxy, was entitled to one vote per Scheme Share held at the Scheme Voting Record Time.

Voting results of the LSEG General Meeting

The table below sets out the results of the poll at the LSEG General Meeting held on 4 July 2016. Each LSEG Shareholder, present in person or by proxy, was entitled to one vote per LSEG Share held at the Scheme Voting Record Time.

* Includes discretionary votes.

**A vote withheld is not a vote in law and is not counted in the calculation of the proportion of votes "For" or "Against" the resolutions.

Referendum Committee Update

In light of the developments following the UK referendum the parties emphasise that the agreed transaction includes all necessary mechanisms to respond to the outcome of the referendum. As already announced, in anticipation of a vote by the UK to leave the EU, the boards of Deutsche Börse and LSEG set up a Referendum Committee, chaired by the Chairman of Deutsche Börse, Joachim Faber, to make recommendations to the Combined Group board to ensure that the Combined Group will meet all regulatory requirements to secure closing of the transaction and achieve its commercial objectives.

Whether the UK is just European or a member of the EU, the Merger will create a globally competitive, industry defining market infrastructure group at the service of European industry. It is clear that the agreed Merger of Deutsche Börse and LSEG will deliver value to both shareholders and customers independently of the resolution of these uncertainties.

In a fast changing landscape where it is anticipated that the UK will remain a member of the EU for at least two years, the work of the Referendum Committee may take many months to complete.

Donald Brydon, Chairman of LSEG, said: "I would like to thank our shareholders for their strong support for the Merger."

Joachim Faber, Chairman of Deutsche Börse, said: "I strongly endorse the statement of London Stock Exchange Group following their General Meeting today and continue to recommend the transaction to the shareholders of Deutsche Börse."

Next Steps and Timetable

Following today's approval by the LSEG Shareholders of the Scheme and the Deutsche Börse Acquisition, completion of the Merger is subject to the satisfaction or waiver of the remaining Conditions set out in the Scheme Document.

The current expected timetable of principal events for the implementation of the Scheme is set out below. All times shown are London times unless otherwise stated. All dates and times are based on the current expectations of LSEG, Deutsche Börse and HoldCo and are subject to change, which will depend, among other things, on the date on which the Conditions to the Merger are satisfied or, where applicable, waived. If any of the key dates set out in the timetable change, LSEG will give notice of this change by issuing an announcement via a Regulatory Information Service.

In accordance with Listing Rules 9.6.2R and 9.6.3R, the full text of the resolutions passed at the LSEG General Meeting will be submitted to the National Storage Mechanism and will be available in due course for inspection at www.morningstar.co.uk/uk/NSM as well as on LSEG's website www.lseg.com/investor-relations/merger.  

Unless otherwise defined, all capitalised terms used but not defined in this announcement shall have the meaning given to them in the Scheme Document.