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

FOR IMMEDIATE RELEASE

29 April 2016

Deutsche Börse AG

Clarification statement

In the course of an interview with Euro am Sonntag published on 16 April 2016, the CFO of Deutsche Börse AG ("DBAG"), Gregor Pottmeyer, was asked to comment on the regulatory consequences of a "Brexit" for the proposed merger with London Stock Exchange Group plc ("LSEG", "LSE"). A quotation (1) was subsequently attributed to Mr. Pottmeyer in the article which stated:

"Brexit would be a risk for US exchanges which might consider submitting a counter-offer for LSE. In contrast to us, in the event of a Brexit, these exchanges would be left without a liquidity bridge into the EU."

Mr. Pottmeyer's statement is founded on his own views and assessment that no US-based exchange operator owns any business representing significant equity volume in the EU, excluding the UK. In the event of a "Brexit", any combination between a US-based exchange operator and LSEG therefore would not have access to an effective liquidity bridge between the EU and non-EU markets.

In the course of an interview with Der Tagesspiegel published on 17 April 2016, the CEO of DBAG, Carsten Kengeter, was asked about the consequences of a competing cash offer for LSEG on the recommended all-share merger between DBAG and LSEG. A quotation (2) was subsequently attributed to Mr. Kengeter in the article which stated:

"A merger between London and Frankfurt will create a highly profitable business".

Following consultation with The Panel on Takeovers and Mergers ("Takeover Panel"), DBAG has been asked to issue this retraction of the above forward-looking statement that constitutes a profit forecast under Rule 28 of The City Code on Takeovers and Mergers ("Takeover Code").

DBAG and LSEG together generated aggregate total income of EUR4.7 billion / GBP3.5 billion and EBITDA of EUR2.2 billion / GBP1.6 billion in the financial year ended 31 December 2015. As stated in their announcement of 16 March 2016, the management board of directors of DBAG and the board of directors of LSEG believe the proposed merger will deliver cost synergies of EUR450 million per annum as well as a significant opportunity for revenue synergies.

On 27 April 2016, DBAG published its results for the three months ended 31 March 2016. Mr. Kengeter provided the following quotation (3) in a press release containing the results:

"Since announcement of our plans we have received support from various stakeholders that the merger is the right step".

Following consultation with the Takeover Panel, DBAG has been asked to issue this retraction of the above statement that constitutes a statement of support under Rule 19 of the Takeover Code.

Notes:

(1)        Euro am Sonntag, 16 April 2016

            Original German version

Euro am Sonntag: "Welche Folgen hätte ein Brexit für die Fusion? Dann kämen komplexe Regulierungsfragen für die neue Börse auf ..."

Gregor Pottmeyer: "Die Fusion macht unabhängig von -einem Brexit Sinn. Daher ist er für uns kein Risiko. Ein Risiko wäre er für US-Börsen, die ein Gegenangebot für die LSE vorlegen könnten. Im Gegensatz zu uns hätten sie im Fall eines Brexits und einer Fusion mit der LSE keine liquide Brücke in die EU."

            English translation

Euro am Sonntag: "What consequences would a Brexit have for the merger? This would raise complex regulatory issues for the new exchange…"

Gregor Pottmeyer: "The merger makes sense, regardless of whether a Brexit occurs - which is why this does not constitute any risk to us. Brexit would be a risk for US exchanges which might consider submitting a counter-offer for LSE. In contrast to us, in the event of a Brexit, these exchanges would be left without a liquidity bridge into the EU."

 (2)       Der Tagesspiegel, 17 April 2016

Original German version

Der Tagesspiegel: "Man rechnet damit, dass die US-Börse Intercontinental Exchange (ICE) aus Atlanta demnächst ein Angebot an die Londoner Aktionäre machen wird und denen auch Bares offeriert. Legen Sie dann nach?"

Carsten Kengeter: "Wenn London und Frankfurt zusammengehen, wird das neue Unternehmen hochprofitabel und könnte dann auch den Aktionären entgegenkommen."

English translation

Der Tagesspiegel: "There is talk about an impending offer by the US's Intercontinental Exchange (ICE) based in Atlanta, which is said to also offer cash to LSE shareholders. If this happens, will you top up your offer?"

Carsten Kengeter: "A merger between London and Frankfurt will create a highly profitable business, which would be able to accommodate shareholders' expectations."     

(3)        https://deutsche-boerse.com/dbg/dispatch/en/notescontent/dbg_nav/investor_relations/INTEGRATE/mr_pressreleases?notesDoc=5E0DA157FB90D135C1257FA2005AC1B4&newstitle=deutscheboerseagpostsfurtherre&location=investor_relations

Enquiries

Deutsche Börse AG

Ruediger Assion / Heiner Seidel (Press Office)                             +49 69 211 15004

Jan Strecker (Investor Relations)                                                 +49 69 211 12433

Notes to Editors

For further information visit: www.deutsche-boerse.com

Important notices relating to financial advisers

Perella Weinberg Partners UK LLP ("Perella Weinberg Partners"), which is authorised and regulated by the FCA, is acting as lead financial adviser to DBAG and no one else in connection with the Merger and will not be responsible to anyone other than DBAG for providing the protections afforded to its clients or for providing advice in relation to the Merger or any matter referred to in this announcement.

Merrill Lynch International ("BofA Merrill Lynch") is authorised by the Prudential Regulation Authority and regulated by the FCA and the Prudential Regulation Authority in the United Kingdom. BofA Merrill Lynch is acting exclusively for DBAG as joint financial adviser and joint corporate broker and no-one else in connection with the Merger referred to in this announcement. In connection with such matters, BofA Merrill Lynch, its affiliates and their respective directors, officers, employees and agents will not regard any other person as their client, nor will they be responsible to any other person for providing the protections afforded to their clients or for providing advice in relation to this Merger, the contents of this announcement or any other matter referred to herein.

Deutsche Bank AG ("Deutsche Bank") is authorised under German Banking Law (competent authority: ECB) and, in the United Kingdom, by the Prudential Regulation Authority. It is subject to supervision by the ECB and by BaFin, Germany's Federal Financial Supervisory Authority, and is subject to limited regulation in the United Kingdom by the Prudential Regulation Authority and FCA. Details about the extent of its authorisation and regulation by the Prudential Regulation Authority, and regulation by the FCA are available on request or from www.db.com/en/content/eu_disclosures.htm. Deutsche Bank is acting as joint financial adviser and joint corporate broker to DBAG and no one else in connection with the Merger or the contents of this announcement and will not be responsible to anyone other than DBAG and UK TopCo for providing the protections afforded to clients of Deutsche Bank or for providing advice in relation to the Merger or any other matters referred to herein.

HSBC Bank plc ("HSBC") is authorised by the Prudential Regulation Authority and regulated by the FCA and the Prudential Regulation Authority in the United Kingdom. HSBC is acting exclusively as financial adviser to DBAG and no one else in connection with the Merger and shall not be responsible to anyone other than DBAG for providing the protections afforded to clients of HSBC nor for providing advice in connection with the Merger or any matter referred to herein.

Lazard & Co., Limited ("Lazard"), which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting exclusively for DBAG and for no one else in connection with the Transaction and will not be responsible to anyone other than DBAG for providing the protections afforded to its clients or for providing advice in connection with the Transaction.  Neither Lazard & Co., Limited nor any of its affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Lazard & Co., Limited in connection with this announcement, any statement contained herein, the Transaction or otherwise.

Overseas jurisdictions

The release, publication or distribution of this announcement in jurisdictions other than the United Kingdom may be restricted by law and therefore any persons who are subject to the laws of any jurisdiction other than the United Kingdom should inform themselves about, and observe, any applicable requirements. The information disclosed in this announcement may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws of jurisdictions outside the United Kingdom.

Forward looking statements

This announcement, oral statements made regarding the Merger, and other information published by DBAG contain 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 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. The forward-looking statements contained in this announcement include statements relating to the expected effects of the Merger on DBAG and other statements other than historical facts. 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 believes that the expectations reflected in such forward-looking statements are reasonable, DBAG 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 expressed or implied by such forward-looking statements. These factors include the satisfaction of the LSEG Conditions and the DBAG Conditions (as defined in the Rule 2.7 announcement made on 16 March 2016), as well as additional factors, such as: future market conditions, currency fluctuations, the behaviour of other market participants, the actions of regulators and other factors such as the Combined Group's ability to continue to obtain financing to meet its liquidity needs, changes in the political, social and regulatory framework in which the Combined Group will operate or in economic or technological trends or conditions. Other unknown or unpredictable factors could cause actual results to differ materially from those in the forward-looking statements. Such forward-looking statements should therefore be construed in the light of such factors. Neither DBAG, nor any of its associates or directors, officers or advisers, provides any representation, assurance or guarantee that the occurrence of the events expressed or implied in any forward-looking statements in this announcement will actually occur. You are cautioned not to place undue reliance on these forward-looking statements. Other than in accordance with its legal or regulatory obligations (including under the UK Listing Rules and the Disclosure and Transparency Rules of the FCA), DBAG is not under any obligation, and DBAG expressly disclaims any intention or obligation, to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

Publication of this announcement

In accordance with Rule 26.1 of the Takeover Code, a copy of this announcement will be available on the website of UK TopCo at www.mergerdocuments-db-lseg.com by no later than 12 noon (London time) on the business day following this announcement. The content of the websites referred to in this announcement are not incorporated into and do not form part of this announcement.

Terms not otherwise defined in this announcement have the meaning given to them in the Rule 2.7 announcement made on 16 March 2016.