Recommended All-Share Merger Of Equals Of London Stock Exchange Group Plc And Deutsche Börse AG

The board of directors of London Stock Exchange Group plc ("LSEG") (the "LSEG Board") and the management board of Deutsche Börse AG ("DBAG") (the "DBAG Board" and together with the LSEG Board the "Boards") are pleased to announce that they have reached agreement on the terms of a recommended all-share merger of equals of LSEG and DBAG to form the "Combined Group" (the "Merger"). The Merger will be implemented via the establishment of a new UK holding company ("UK TopCo") which will acquire LSEG by way of a scheme of arrangement (the "LSEG Acquisition") and will acquire DBAG by making a securities exchange offer to all shareholders of DBAG (the "DBAG Offer"). The LSEG Acquisition is governed by the City Code and the DBAG Offer is governed by the German Securities Acquisition and Takeover Act (Wertpapiererwerbs-und Übernahmegesetz, WpÜG) and applicable regulations supplementing it.

Under the terms of the Merger, LSEG Shareholders will be entitled to receive 0.4421 UK TopCo Shares in exchange for each LSEG Share and DBAG Shareholders will be entitled to receive one UK TopCo Share in exchange for each DBAG Share.

Assuming 100 per cent. acceptance of the DBAG Offer, the Merger will result in LSEG Shareholders owning 45.6 per cent. of UK TopCo and DBAG Shareholders owning 54.4 per cent. of UK TopCo on a fully diluted basis.

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