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Deutsche Börse AG: Release of a capital market information

Release date: 22 Nov 2017

Deutsche Börse AG: Release of a capital market information

Announcement according to Art. 2 Paragraph 1 of Delegated Regulation (EU) No. 2016/1052 to Regulation (EU) No 596/2014 (MAR)

Share Buy-back Program

The share buy-back program announced by Deutsche Börse AG in the ad hoc announcement of 26 April 2017 will be implemented starting 27 November 2017 on the basis of the authorization granted by the Annual General Meeting on 17 May 2017. In the period up to 30 June 2018 at the latest, a maximum number of 13,203,618 shares of the company (ISIN: DE0005810055) are to be repurchased exclusively via electronic trading on the Frankfurt Stock Exchange (Xetra) at a total cost of up to EUR 200 million (excluding incidental acquisition costs).

The share buy-back shall be carried out in accordance with the safe harbour rules laid down in Article 5 of Regulation (EU) No 596/2014 in conjunction with the provisions of Delegated Regulation (EU) No 2016/1052.

The repurchase is carried out exclusively for the purposes set out in Article 5 (2) of Regulation (EU) No. 596/2014, i.e. either to reduce the capital, to meet obligations arising from debt financial instruments that are exchangeable into equity instruments, or to meet obligations arising from share option programs, or other allocations of shares, to employees or to members of the administrative, management or supervisory bodies of Deutsche Börse AG or of an affiliated company.

A credit institution has been mandated for the share buy-back which makes its trading decisions concerning the timing of the purchases of the shares independently of and without any influence from the company.

The purchase price per repurchased share (excluding ancillary acquisition costs) may not exceed, or fall short of the average share price (closing auction price of the Deutsche Börse share in electronic trading on the Frankfurt Stock Exchange) on the last five trading days before entering into the purchase obligation by more than 10%.

In addition, the credit institution has undertaken in particular to comply with the trading conditions laid down in Article 3 of Delegated Regulation (EU) No 2016/1052 which require, inter alia, that shares shall not be purchased at a price higher than the higher of the price of the last independent trade and the highest, at the time of the purchase, independent purchase bid on the trading venue where the purchase is carried out. In accordance with the Delegated Regulation (EU) 2016/1052, no more than 25% of the average daily volume of the shares on the trading venue on which the purchase is carried out shall be purchased on any trading day. The average daily volume is calculated as the average daily volume traded during the 20 trading days preceding the date of purchase.

To the extent required and legally permissible, the share buyback can be suspended and also resumed at any time.

The transactions relating to the buy-back program will be disclosed in accordance with the requirements of Art. 2 (3) of Delegated Regulation (EU) No 2016/1052 no later than by the end of the seventh trading day following the date of execution of such transactions.

In addition, Deutsche Börse AG will regularly report on the progress of the share buyback at www.deutsche-boerse.com.

Deutsche Börse AG
The Executive Board

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