Independent auditor's report

To: the shareholder and the board of directors of LSEG Netherlands B.V.

Report on the audit of the financial statements 2023 included in the annual report

Our opinion

We have audited the financial statements for the financial year ended 31 December 2023 of LSEG Netherlands B.V. based in Amsterdam, the Netherlands.

In our opinion, the accompanying financial statements give a true and fair view of the financial position of LSEG Netherlands B.V. as at 31 December 2023 and of its result for the year then ended in accordance with Part 9 of Book 2 of the Dutch Civil Code.

The financial statements comprise:

  • • The balance sheet as at 31 December 2023

  • • The income statement for the year ended 31 December 2023

  • • The notes comprising a summary of the accounting policies and other explanatory information

Basis for our opinion

We conducted our audit in accordance with Dutch law, including the Dutch Standards on Auditing.

Our responsibilities under those standards are further described in the Our responsibilities for the audit of the financial statements section of our report.

We are independent of LSEG Netherlands B.V. in accordance with the Verordening inzake de onafhankelijkheid van accountants bij assurance-opdrachten (ViO, Code of Ethics for Professional Accountants, a regulation with respect to independence) and other relevant independence regulations in the Netherlands. Furthermore we have complied with the Verordening gedrags- en beroepsregels accountants (VGBA, Dutch Code of Ethics).

We believe the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Information in support of our opinion

We designed our audit procedures in the context of our audit of the financial statements as a whole and in forming our opinion thereon. The following information in support of our opinion and any findings were addressed in this context, and we do not provide a separate opinion or conclusion on these matters.

Our understanding of the business

LSEG Netherlands B.V. (hereinafter: the company) is incorporated as a wholly owned subsidiary of London Stock Exchange Group plc (hereinafter: the group) to assist the group in raising funds and on-lending the proceeds to one or more companies within the group. The group has guaranteed the due and punctual payment of all sums from time to time payable by the company in respect of the notes issued. The group is a global financial markets infrastructure and data provider.

The main income of LSEG Netherlands B.V. is the interest income on receivables from group companies. Interest risks are not fully hedged nor completely offset. The company's ability to pay interest and repay principal in respect of its borrowings and other liabilities, depends upon the financial condition and liquidity of the group companies.

We paid specific attention in our audit to a number of areas driven by the operations of the company and our risk assessment.

We determined materiality and identified and assessed the risks of material misstatement of the financial statements, whether due to fraud or error in order to design audit procedures responsive to those risks and to obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion.

Materiality

Materiality

€16.9 million (2022: €7.6 million)

Benchmark applied

0.5% of total assets as at 31 December 2023

Explanation

We determined materiality based on our understanding of the company's business and our perception of the financial information needs of users of the financial statements. We considered that total assets reflects the source of income and repayments to the holders of the bonds and the commercial paper issued by the company.

We determined materiality consistent with prior financial year.

We have also taken into account misstatements and/or possible misstatements that in our opinion are material for the users of the financial statements for qualitative reasons.

We agreed with the board of directors that misstatements in excess of €845 thousand, which are identified during the audit, would be reported to them, as well as smaller misstatements that in our view must be reported on qualitative grounds.

Teaming and use of specialists

We ensured that the audit team included the appropriate skills and competences which are needed for the audit of a listed finance company. We have made use of specialists in the area of income taxes including transfer pricing.

Our focus on fraud and non-compliance with laws and regulations Our responsibility

Although we are not responsible for preventing fraud or non-compliance and we cannot be expected to detect non-compliance with all laws and regulations, it is our responsibility to obtain reasonable assurance that the financial statements, taken as a whole, are free from material misstatement, whether caused by fraud or error. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

Our audit response related to fraud risks

We identified and assessed the risks of material misstatements of the financial statements due to fraud. During our audit we obtained an understanding of the company and its environment and the components of the system of internal control, including the risk assessment process and board of directors' process for responding to the risks of fraud and monitoring the system of internal control as well as the outcomes.

We evaluated the design and relevant aspects of the system of internal control and in particular the fraud risk assessment, as well as the LSEG Code of Conduct. We evaluated the design and the implementation of internal controls designed to mitigate fraud risks.

As part of our process of identifying fraud risks, we evaluated fraud risk factors with respect to financial reporting fraud, misappropriation of assets and bribery and corruption. We evaluated whether these factors indicate that a risk of material misstatement due to fraud is present.

We incorporated elements of unpredictability in our audit. We also considered the outcome of our other audit procedures and evaluated whether any findings were indicative of fraud or non-compliance.

We addressed the risks related to management override of controls as this risk is present in all companies. For these risks we have performed procedures among other things to evaluate key accounting estimates for management bias that may represent a risk of material misstatement due to fraud, in particular relating to important judgment areas and significant accounting estimates as disclosed in the notes under Accounting policies used in preparing the financial statements. Furthermore, we have also used data analysis to identify and address high-risk journal entries and evaluated the business rationale (or the lack thereof) of significant extraordinary transactions and transactions with related parties. We also evaluated whether transactions with related parties were accounted for at-arm's length and in accordance with transfer pricing documentation.

As described in our key audit matter Valuation of receivables from group companies, we specifically considered whether the risks related to management override of controls in assessing whether there is any objective evidence that a financial asset is impaired, and, if any such evidence exists, determining the size of the impairment loss, indicated a management bias that may represent a risk of material misstatement due to fraud.

We did not identify a risk of fraud in revenue recognition, other than the forementioned risks related to management override of controls.

We considered available information and made enquiries of relevant members of the board of directors as well as the auditor of the group.

The fraud risks we identified, enquiries and other available information did not lead to specific indications for fraud or suspected fraud potentially materially impacting the view of the financial statements.

Our audit response related to risks of non-compliance with laws and regulations

We performed appropriate audit procedures regarding compliance with the provisions of those laws and regulations that have a direct effect on the determination of material amounts and disclosures in the financial statements. Furthermore, we assessed factors related to the risks of non-compliance with laws and regulations that could reasonably be expected to have a material effect on the financial statements from our general industry experience, through discussions with the board of directors, reading minutes, and performing substantive tests of details of classes of transactions, account balances or disclosures.

We have been informed by the board of directors that there was no correspondence with regulatory authorities, enquired with the auditor of the group and remained alert to any indication of (suspected) non-compliance throughout the audit. Finally, we obtained written representations that all known instances of non-compliance with laws and regulations have been disclosed to us.

Our audit response related to going concern

As disclosed in paragraph Going concern in section Accounting policies used in preparing the financial statements, the financial statements have been prepared on a going concern basis. When preparing the financial statements, the board of directors made a specific assessment of the company's ability to continue as a going concern and to continue its operations for the foreseeable future.

We discussed and evaluated the specific assessment with the board of directors exercising professional judgment and maintaining professional skepticism.

We considered whether the board of directors' going concern assessment, based on our knowledge and understanding obtained through our audit of the financial statements or otherwise, contains all relevant events or conditions that may cast significant doubt on the company's ability to continue as a going concern, including considerations relating to the financial position of the group in cooperation with the group auditor. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion.

Based on our procedures performed, we did not identify material uncertainties about going concern. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause a company to cease to continue as a going concern.

Our key audit matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements. We have communicated the key audit matter to the board of directors. The key audit matter is not a comprehensive reflection of all matters discussed.

In comparison with previous year, the nature of our key audit matter did not change.

Valuation of receivables from group companies

Risk

The company is exposed to the risk that group companies default on meeting their obligations. As the receivables from group companies represent the most significant portion of the company's current and non-current assets, any impairment may have a material impact on the company's financial position and results.

We consider the valuation of the receivables from group companies and assess whether there is any objective evidence that a financial asset is impaired, and, if any such evidence exists, determining the size of the impairment loss, a key audit matter because this is an area that requires significant judgment and determines the ability of the company to fulfil its obligations and to continue as a going concern. We also considered the risks related to management override of controls, including management bias that may represent a risk of material misstatement due to fraud.

We refer to the paragraph "Impairment of financial assets" in the note "Accounting policies used in preparing the financial statements" to the financial statements, where the board of directors disclosed the policies and procedures in respect of the impairment loss assessment on the receivables from group companies. The credit risk is disclosed in in notes "Accounting policies used in preparing the financial statements", to the financial statements. As disclosed in note 2 Current assets, the board of directors did not identify any objective indicator triggering that the receivables from group companies might be impaired.

Our audit approach

Our audit procedures included, amongst others, evaluating the appropriateness of the company's accounting policy relating to the impairment of financial assets in accordance with Part 9 of the Book 2 of the Dutch Civil Code and the criteria set to determine that there is objective evidence of an impairment loss and whether these have been applied consistently. We also evaluated the design of internal controls of the processes underlying the identification and assessment of objective evidence for impairment as part of the financial statement closing process.

Furthermore, we challenged the board of directors' assessment based on, amongst others, our analysis of the financial position of the group companies and by identification of indicators of non-recoverability of the receivables from group companies. This includes an assessment on the fair value developments of the bonds issued and whether the group companies met their financial obligations towards the company throughout the year and up to the date of our report, as well by inspecting publicly observable data and by inquiring the auditors of London Stock Exchange Group Holdings (Italy) Ltd and LSEGA Financing plc. Also, we took the impact of events subsequent to

31 December 2023 into account.

Finally, we evaluated the related disclosures in the financial statements in accordance with Part 9 of Book 2 of the Dutch Civil Code.

Key observations

Based on our procedures performed, we concur with the board of directors' assessment that there is no objective evidence as at 31 December 2023 that any of the receivables from group companies are impaired.

Report on other information included in the annual report

The annual report contains other information in addition to the financial statements and our auditor's report thereon.

Based on the following procedures performed, we conclude that the other information is consistent with the financial statements and does not contain material misstatements.

We have read the other information. Based on our knowledge and understanding obtained through our audit of the financial statements or otherwise, we have considered whether the other information contains material misstatements. By performing these procedures, we comply with the requirements of the Dutch Standard 720. The scope of the procedures performed is substantially less than the scope of those performed in our audit of the financial statements.

The board of directors is responsible for the preparation of the other information.

Report on other legal and regulatory requirements

Engagement

We were engaged by the shareholder as auditor of LSEG Netherlands B.V. on 21 April 2022, as of the audit of the first financial year ended 31 December 2021 and have operated as statutory auditor ever since that date.

Description of responsibilities regarding the financial statements

Responsibilities of the board of directors for the financial statements

The board of directors is responsible for the preparation and fair presentation of the financial statements in accordance with Part 9 of Book 2 of the Dutch Civil Code. Furthermore, the board of directors is responsible for such internal control as the board of directors determines is necessary to enable the preparation of the financial statements that are free from material misstatement, whether due to fraud or error.

As part of the preparation of the financial statements, the board of directors is responsible for assessing the company's ability to continue as a going concern. Based on the financial reporting framework mentioned, the board of directors should prepare the financial statements using the going concern basis of accounting unless the shareholder either intends to liquidate the company or to cease operations or has no realistic alternative but to do so. The board of directors should disclose events and circumstances that may cast significant doubt on the company's ability to continue as a going concern in the financial statements.

Our responsibilities for the audit of the financial statements

Our objective is to plan and perform the audit engagement in a manner that allows us to obtain sufficient and appropriate audit evidence for our opinion.

Our audit has been performed with a high, but not absolute, level of assurance, which means we may not detect all material errors and fraud during our audit.

Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements. The materiality affects the nature, timing and extent of our audit procedures and the evaluation of the effect of identified misstatements on our opinion.

We have exercised professional judgment and have maintained professional skepticism throughout the audit, in accordance with Dutch Standards on Auditing, ethical requirements and independence requirements. The Information in support of our opinion section above includes an informative summary of our responsibilities and the work performed as the basis for our opinion.

Our audit further included among others:

  • • Performing audit procedures responsive to the risks identified, and obtaining audit evidence that is sufficient and appropriate to provide a basis for our opinion

  • • Obtaining an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company's internal control

  • • Evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the board of directors

  • • Evaluating the overall presentation, structure and content of the financial statements, including the disclosures

  • • Evaluating whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation

Communication

We communicate with the board of directors regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant findings in internal control that we identify during our audit.

We provide the board of directors with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with the board of directors, we determine the key audit matters: those matters that were of most significance in the audit of the financial statements. We describe these matters in our auditor's report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, not communicating the matter is in the public interest.

Amsterdam, 25 March 2024

Ernst & Young Accountants LLP

signed by P. Sira

LSEG Netherlands B.V.

Annual Report for the year ended 31 December 2023

Chamber of Commerce Number: 861891776

TABLE OF CONTENTS

Management Board's report .......................................................................................................... 3

Balance Sheet ................................................................................................................................ 7

Income statement ......................................................................................................................... 8

Notes to the financial statements .................................................................................................. 9

Total number of pages in the report: 20

Management Board's report

General Information

The Board of Directors hereby present the financial statements of LSEG Netherlands B.V., hereafter referred to as "The Company", for the financial year ended 31 December 2023. The sole shareholder is London Stock Exchange Group plc (LSEG or The Group). A copy of the consolidated financial statements of LSEG can be obtained from 10 Paternoster Square, London, EC4M 7LS, United Kingdom.

Profile

The objects of the Company are to perform holding and financing activities, in the broadest meaning, and in relation thereto to acquire, to hold, to encumber and to alienate any type of asset (including registered property), liabilities and property rights for its own account, and for the benefit of group entities and third parties. The activities include borrowing, lending funds, issuing bonds, promissory notes and other letters of credit.

Financial information - Operating results and financial position

The entity's operating profit during the year consists of interest income earned from the loans provided to group companies of €37.8 million (2022: € 16.5 million), which is offset by the interest expense incurred of € 37.8 million (2022: € 6.4 million) on Euro Commercial Paper and Bonds. Net profit during the year was € 3.2 million (2022: € 7.5 million).

Receivables from group companies in the balance sheet as at 31 December 2023 amount to € 3,319 million (2022: € 1,514 million), mainly due to the issuance of new loans to group companies, amounting to € 1,730 million, leading to an increase in interest income.

Non-current borrowings include bonds amounting to € 2,940 million (2022: € 1,490 million), the increase is mainly due to two new bonds issued during the year with a notional value of € 1,400 million. Current borrowings relate to the issuance of Euro Commercial Paper, with € 353 million (2022: Nil) outstanding as at 31 December 2023. The increase in interest expense is mainly due to the increase in current and non-current borrowings.

Based on a reassessment by the Group, a capital contribution has been recognised in respect of loans to UK affiliated companies on the basis that they do not carry interest at an arm's length price. The benefit has been eliminated from the Company by a transfer pricing adjustment and re-qualified as an 'informal capital contribution' directly in equity. A compensating adjustment is made for tax purposes in the UK counterparties to the back-to-back financing arrangements for this and prior years. The net interest benefit before taxes relating to prior years amounting to €13 million (2022: €10 million; 2021: €3 million) has been considered as a reclass from retained earnings to capital contribution.

Composition of the Board of Directors

Control over the Company through the management board is to a large extent influenced by the ultimate shareholder. Board of directors of the Company is enlisted below:

Erol Komaಮ - Director

Susanna Wolf - Director Theoni Kapopoulou - Director

Oliver Wolfensberger - Non-executive Director (resigned with effect from 16 February 2024) Lisa Condron - Non-executive Director

Damien Maltarp - Non-executive Director (appointed on 16 February 2024)

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London Stock Exchange Group plc published this content on 25 March 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 25 March 2024 18:04:07 UTC.