Management Board And Supervisory Board Of Deutsche Börse Recommend Acceptance Of The Offer Made By HLDCO123 Plc

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.