Deutsche Börse AG: Recommended merger of Deutsche Börse AG and London Stock Exchange Group plc - Decision to not submit a divestment of MTS S.p.A. as improved remedy to the European Commission

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, IN, INTO
OR FROM THE UNITED STATES OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD
CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION

Deutsche Börse AG: Recommended merger of Deutsche Börse AG and London Stock
Exchange Group plc - Decision to not submit a divestment of MTS S.p.A. as
improved remedy to the European Commission

Following the market test in relation to the remedy proposal of 6 February
2017, the European Commission has raised new concerns regarding the
viability of LCH SA as a divestment business in relation to access to bond
and repo trading feeds currently provided for by MTS S.p.A., an Italian
regulated electronic trading platform. The European Commission has
therefore required that Deutsche Börse AG ('DBAG') and London Stock
Exchange Group plc ('LSEG') commit to the divestment of LSEG's majority
stake in MTS S.p.A. to secure merger clearance.

LSEG has resolved tonight to not commit to the required divestment of
LSEG's majority stake in MTS S.p.A.

The parties will await the further assessment by the European Commission
and currently expect a decision by the European Commission on the merger of
DBAG and LSEG by the end of March 2017.


DISCLAIMER
This announcement is neither an offer to purchase, exchange or sell nor a
solicitation of an offer to purchase, exchange or sell shares. The terms
and further provisions regarding the exchange offer by HLDCO123 PLC to the
shareholders of DBAG were - to the extent not amended - set forth in the
offer document that has been approved by the German Federal Financial
Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht).

The HLDCO123 PLC shares have not been and will not be registered under the
U.S. Securities Act of 1933, as amended, or with any securities regulatory
authority of any state or any other jurisdiction of the USA. Therefore,
subject to certain exceptions, HLDCO123 PLC shares may not be offered or
sold within the USA or in any other jurisdiction, where to do so would be a
violation of applicable law. There is no public offering of HLDCO123 PLC
shares in the USA. If HLDCO123 PLC shares may in HLDCO123 PLC's opinion not
be offered or delivered to a U.S. shareholder according to the U.S.
Securities Act of 1933, such U.S. shareholder that validly accepts the
exchange offer will receive, in lieu of HLDCO123 PLC shares to which it
would otherwise be entitled the net cash proceeds of the sale of such
HLDCO123 PLC shares.

To the extent permissible under applicable law or regulation, and in
accordance with German market practice, HLDCO123 PLC or its brokers may
purchase, or conclude agreements to purchase, DBAG shares, directly or
indirectly, outside of the scope of the exchange offer. This applies to
other securities that are directly convertible into, exchangeable for, or
exercisable for DBAG shares. These purchases may be completed via the stock
exchange at market prices or outside the stock exchange at negotiated
conditions. Any information on such purchases will be disclosed as required
by law or regulation in Germany or any other relevant jurisdiction.

This announcement contains statements which are, or may be deemed to be,
'forward-looking statements'. Forward-looking statements are prospective in
nature and are not based on historical facts, but rather on current
expectations and projections of the management of DBAG and LSEG about
future events, and are therefore subject to risks and uncertainties which
could cause actual results to differ materially from the future results
expressed or implied by the forward-looking statements. Often, but not
always, forward-looking statements can be identified by the use of
forward-looking words such as 'plans', 'expects' or 'does not expect', 'is
expected', 'is subject to', 'budget', 'scheduled', 'estimates',
'forecasts', 'intends', 'anticipates' or 'does not anticipate', or
'believes', or variations of such words and phrases or statements that
certain actions, events or results 'may', 'could', 'should', 'would',
'might' or 'will' be taken, occur or be achieved. Although DBAG and LSEG
believe that the expectations reflected in such forward-looking statements
are reasonable, DBAG and LSEG can give no assurance that such expectations
will prove to be correct. By their nature, forward-looking statements
involve risk and uncertainty because they relate to events and depend on
circumstances that will occur in the future. There are a number of factors
that could cause actual results and developments to differ materially from
those ex-pressed or implied by such forward-looking statements.