INTERNATIONAL: LSEG and Deutsche Borse Merger Update

Wednesday March 16 2016

Deutsche Borse and London Stock Exchange Group have announced they have reached an agreement on the terms of a recommended all share merger of equals. Following approval of the Supervisory Board of Deutsche Börse, the Management Board of Deutsche Börse concluded an agreement on the implementation of a business combination with LSEG under a UK holding company.

Moreover, the Management Board and the Supervisory Board of Deutsche Börse consented to certain measures serving the implementation of the Merger. These essentially include (i) the announcement of UK TopCo`s firm intention pursuant to Rule 2.7 of the UK City Code on Takeovers and Mergers to acquire all of the LSEG shares by way of a scheme of arrangement (`Scheme of Arrangement`), and (ii) UK TopCo`s decision to submit a voluntary public takeover offer pursuant to section 10 para. 1 sentence 1 in conjunction with section 29 para. 1 and section 34 of the German Securities Acquisition and Takeover Act to the shareholders of Deutsche Börse AG for the acquisition of their shares by way of a securities exchange offer.

The combined group will be managed by a unitary board of the UK holding company composed of equal numbers of LSEG and Deutsche Börse directors. The combined group will maintain its headquarters in London and Frankfurt, with an efficient distribution of central corporate functions in both locations.

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