DGAP-Adhoc

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 - Seite 2

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",