Clarification - Voluntary public takeover offer of Alpha Beta Netherlands Holding N.V. to the shareholders of Deutsche Börse Aktiengesellschaft / Information for shareholders of Deutsche Börse Aktiengesellschaft dated 15 May 2011

AMSTERDAM--()--With respect to the information for shareholders of Deutsche Börse Aktiengesellschaft regarding the issue of the reasoned statement by the management board and the supervisory board of Deutsche Börse Aktiengesellschaft pursuant to Section 27 German Takeover Act on the takeover offer of Alpha Beta Netherlands Holding N.V. sent to “Business Wire” on 15 May 2011 at 1:34 pm Central European Daylight Savings Time and the supplemental information for shareholders of Deutsche Börse Aktiengesellschaft announced in this context it is pointed out for the purpose of clarification that such notification is a notification by Alpha Beta Netherlands Holding N.V., Amsterdam.

The content of the notification by Alpha Beta Netherlands Holding N.V. dated 15 May 2011 remains unchanged as it is only intended to clarify that such notification is a notification by Alpha Beta Netherlands Holding N.V.

The content of the notification dated 15 May 2011 is as follows:

Management and Supervisory Board of Deutsche Börse issue joint reasoned statement on exchange offer of Alpha Beta Netherlands Holding N.V.

The management board and the supervisory board of Deutsche Börse AG ("Deutsche Börse") have issued a joint reasoned statement pursuant to Section 27 German Takeover Act (the "Reasoned Statement") on the exchange offer of Alpha Beta Netherlands Holding N.V. (the "Bidder") to the shareholders of Deutsche Börse (the “Exchange Offer”). The Reasoned Statement is available on the internet at both the homepage of Deutsche Börse at http://www.deutsche-boerse.com/reasonedstatement and at the homepage of the Bidder at http://www.global-exchange-operator.com.

Important Information for Shareholders of Deutsche Börse

The Reasoned Statement contains the recommendation of the supervisory board and management board of Deutsche Börse with respect to the pending Exchange Offer for Deutsche Börse shares and the reasons for their recommendation as of 9/12 May 2011. In addition, Annex 2 to the Reasoned Statement contains the opinion, dated 9 May 2011, of Deutsche Bank Securities Inc. ("DBSI"), together with a summary of the material financial analyses contained in the presentation that was made by DBSI at the meetings of the Deutsche Börse supervisory board and management board on 9 May 2011 and that were used by DBSI in connection with rendering its opinion described above (together, the "May DBSI Opinion and Analysis"). Annex 3 to the Reasoned Statement contains the opinion, dated 9 May 2011, of J.P. Morgan Securities LLC ("J.P. Morgan"), together with a summary of the material financial analyses contained in the presentation that was made by J.P. Morgan at the meetings of the Deutsche Börse supervisory board and management board on 9 May 2011, and that were used by J.P. Morgan in connection with rendering its opinion described above (together, the "May J.P. Morgan Opinion and Analysis"). The May DBSI Opinion and Analysis and the May J.P. Morgan Opinion and Analysis are based on more recent and updated information than the information on which the opinions and analyses of DBSI and J.P. Morgan, dated February 15, 2011 were based, that appears under "Opinion of the Financial Advisors to Deutsche Börse" in the Exchange Offer Document. Therefore, shareholders of Deutsche Börse are urged to read the Reasoned Statement, including the May DBSI Opinion and Analysis and the May J.P. Morgan Opinion and Analysis before considering whether to accept the Exchange Offer. [End of the notification dated 15 May 2011]

Important notice:

This announcement is neither an offer to purchase nor a solicitation of an offer to sell shares Deutsche Börse (the “Deutsche Börse Shares”). Moreover, this announcement is neither an offer to purchase nor a solicitation to purchase shares in Alpha Beta Netherlands Holding N.V. (the “Holdco Shares“). The Exchange Offer is exclusively made on the basis of the terms set out in the offer document. Investors and holders of Deutsche Börse Shares are strongly recommended to read the offer document and all published additional accompanying information in connection with the Exchange Offer as soon as they are published since they contain important information. In this context holders of Deutsche Börse Shares who have accepted the exchange offer are also referred to their withdrawal rights set forth to in the offer document.

Subject to certain exceptions, in particular with respect to qualified institutional investors (tekikaku kikan toshika) as defined in Article 2 para. 3 (i) of the Financial Instruments and Exchange Act of Japan (Law No. 25 of 1948, as amended), the Exchange Offer will not be made directly or indirectly in or into Japan, or by use of the mails or by any means or instrumentality (including without limitation, facsimile transmission, telephone and the internet) of interstate or foreign commerce or any facility of a national securities exchange of Japan. Accordingly, copies of this announcement or any accompanying documents may not being, directly or indirectly, mailed or otherwise distributed, forwarded or transmitted in, into or from Japan.

The Holdco Shares have not been, and will not be, registered under the applicable securities laws of Japan. Accordingly, subject to certain exceptions, in particular with respect to qualified institutional investors (tekikaku kikan toshika) as defined in Article 2 para. 3 (i) of the Financial Instruments and Exchange Act of Japan (Law No. 25 of 1948, as amended), the Holdco Shares may not be offered or sold within Japan, or to or for the account or benefit of any person in Japan.

The Exchange Offer shall not constitute an issuance, publication or public advertising of an offer pursuant to laws and regulations of jurisdictions other than those of Germany, United Kingdom of Great Britain and Northern Ireland and the United States of America.

Bidder: Alpha Beta Netherlands Holding N.V.
Beursplein 5, 1012 JW Amsterdam, the Netherlands
http://www.global-exchange-operator.com

Contacts

Frank Herkenhoff
Deutsche Börse AG
phone: +49 (0) 69 211 13480

Contacts

Frank Herkenhoff
Deutsche Börse AG
phone: +49 (0) 69 211 13480