13 May Agenda. Annual General Meeting of Deutsche Börse Aktiengesellschaft

Transcription

1 13 May 2015 Agenda Annual General Meeting of Deutsche Börse Aktiengesellschaft

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3 Agenda 3 Deutsche Börse Aktiengesellschaft, Frankfurt/Main Disclaimer: This is a translation of the invitation and agenda to the Annual General Meeting of Deutsche Börse Aktiengesellschaft. Only the German version of this document is legally binding on Deutsche Börse Aktiengesellschaft. Every effort was made to ensure the accuracy of this translation, which is provided to shareholders for information purposes only. No warranty is made as to the accuracy of this translation and Deutsche Börse Aktiengesellschaft assumes no liability with respect thereto. Dear Sir/Madam, You are hereby invited to attend the Annual General Meeting of Deutsche Börse Aktiengesellschaft on Wednesday, 13 May 2015, commencing at a. m. in the Jahrhunderthalle Frankfurt, Pfaffenwiese 301, Frankfurt am Main. 1. Presentation of the adopted and approved annual and consolidated annual financial statements, the combined management report of Deutsche Börse Aktiengesellschaft and the Group as at 31 December 2014, the report of the Supervisory Board, the explanatory report of the Executive Board on disclosures pursuant to sections 289 (4) and (5), 315 (2) no. 5 and (4) of the German Commercial Code (Handelsgesetzbuch HGB) and the proposal for the appropriation of unappropriated surplus The documents pertaining to this agenda item are available online at They will also be available for inspection at the Annual General Meeting. In accordance with the statutory provisions, no resolution by the Annual General Meeting to approve the annual and consolidated annual financial statements prepared by the Executive Board is required because the Supervisory Board has already done so.

4 4 Agenda 2. Resolution on the appropriation of unappropriated surplus The Executive Board and the Supervisory Board propose that the unappropriated surplus reported in the adopted annual financial statements as at 31 December 2014 totalling EUR 400,000,000 be appropriated as follows: to pay a dividend of EUR 2.10 for each no-par value share carrying dividend rights, i. e. EUR 386,792, in total; and to allocate EUR 13,207, to other retained earnings. The proposal for the appropriation of unappropriated surplus takes into account the treasury shares held either directly or indirectly by the Company as at the date on which the Annual General Meeting is convened that do not carry dividend rights in accordance with section 71b of the German Stock Corporation Act (Aktiengesetz AktG). The number of shares carrying dividend rights may change prior to the Annual General Meeting. In such cases, an appropriately adjusted proposal shall be put to the Annual General Meeting with regard to the appropriation of unappropriated surplus, based on an unchanged distribution of EUR 2.10 for each no-par value share carrying dividend rights. 3. Resolution on the ratification of the acts of the members of the Executive Board The Executive Board and the Supervisory Board propose that the actions of the Executive Board members who held office in financial year 2014 be ratified for said period. 4. Resolution on the ratification of the acts of the members of the Supervisory Board The Executive Board and the Supervisory Board propose that the actions of the Supervisory Board members who held office in financial year 2014 be ratified for said period.

5 Agenda 5 5. Resolution on the election of members of the Supervisory Board The term of office of all Supervisory Board members elected by the Annual General Meeting will expire at the end of the Annual General Meeting on 13 May The last Annual General Meeting held on 15 May 2014 had resolved to reduce the size of the Supervisory Board of Deutsche Börse Aktiengesellschaft starting with the next regular term of office and to amend section 9 (1) of the Articles of Incorporation of Deutsche Börse Aktiengesellschaft accordingly. Therefore, section 9 (1) sentences 1 and 2 of the Articles of Incorporation of Deutsche Börse Aktien gesellschaft stipulates that the Supervisory Board shall comprise 18 members up until the close of the Annual General Meeting in 2015 and at such time the term of office of all Supervisory Board members shall routinely end in accordance with the law and the Articles of Incorporation; after such time, the Supervisory Board shall comprise only 12 members. Accordingly, pursuant to sections 96 (1), 101 (1) of the AktG and sections 4 (1), 1 (1) no. 1 of the One-Third Employee Representation Act (Drittelbeteiligungsgesetz) and section 9 (1) sentences 1 and 2 of the Articles of Incorporation of Deutsche Börse Aktiengesellschaft, the Supervisory Board consists of 12 members, comprising 8 shareholder representatives and 4 employee representatives. Nominations for the election of shareholder representatives are not binding on the Annual General Meeting. The Supervisory Board proposes the election of the following persons as shareholder representatives to the Supervisory Board, to be voted on individually: Title, name Exercised profession Residential address a) Richard Berliand Management consultant Executive Director, Richard Berliand Limited b) Dr Joachim Faber Independent management consultant Lingfield, Surrey, United Kingdom Grünwald

6 6 Agenda c) Karl-Heinz Flöther Independent management consultant d) Craig Heimark Managing Partner, Hawthorne Group LLC e) Dr Monica Mächler Member of different supervisory bodies f) Gerhard Roggemann Senior Advisor, Edmond de Rothschild Private Merchant Banking LLP g) Dr Erhard Schipporeit Independent management consultant h) Amy Yok Tak Yip Member of the management of RAYS Capital Partners Limited and Executive Director, Vitagreen Kronberg Palo Alto, California, U.S.A. Pfäffikon, Switzerland Hanover Hanover Hong Kong Pursuant to section 9 (1) sentences 3 and 4 of the Articles of Incorporation of Deutsche Börse Aktiengesellschaft, members are elected for a period that runs until the close of the Annual General Meeting which resolves on the ratification of their actions for the second financial year following the commencement of their term of office; in this respect, the financial year in which the term of office commences shall not be counted. The aforementioned nominations are based on the recommendations of the Supervisory Board s Nomination Committee and take into consideration the objectives resolved by the Supervisory Board as to its composition. Further information on the proposed nominees is available in their CVs which have been posted online on the Company s website at Regarding section (4) to (6) of the German Corporate Governance Code in the version dated 24 June 2014, it is hereby stated that, in the Supervisory Board s estimation, no personal or business relationships exist between the proposed nominees for election and Deutsche Börse Aktiengesellschaft, its Group companies, the

7 Agenda 7 governing bodies of Deutsche Börse Aktiengesellschaft or any majority shareholder in Deutsche Börse Aktiengesellschaft that an objectively discerning shareholder would consider material to their election decision. Assuming he is re-elected, it is planned to submit Dr Joachim Faber s name to the new Supervisory Board as nominee for the position of Chairman of the Supervisory Board. 6. Resolution on the rescission of the existing Authorised Capital II, creation of a new Authorised Capital II with the option of excluding subscription rights and amendments to the Articles of Incorporation The Company currently has four issues of Authorised Capital totalling up to EUR 58,500,000, thus representing a total of up to 30.3 % of the Company s share capital. Authorised Capital II in the amount of up to EUR 27,800,000 which represents up to 14.4 % of the current share capital will expire on 26 May Authorised Capital II shall be renewed. The new Authorised Capital II shall amount to up to EUR 19,300,000 and would thus represent up to 10 % of the share capital. As with the Authorised Capital II due to expire, the new Authorised Capital II shall also provide options for excluding subscription rights. The Executive Board and the Supervisory Board therefore propose the following resolution: a) The Executive Board s existing authorisation under section 4 (4) of the Articles of Incorporation of Deutsche Börse Aktiengesellschaft to increase the share capital of the Company on one or more occasions until 26 May 2015 by up to a total of EUR 27,800,000 (Authorised Capital II), subject to the Supervisory Board s consent, shall be rescinded and section 4 (4) of the Articles of Incorporation of Deutsche Börse Aktiengesellschaft shall be deleted. b) Subject to the Supervisory Board s consent, the Executive Board shall be authorised to increase the share capital on one or more occasions until 12 May 2020 by up to a total of EUR 19,300,000 by

8 8 Agenda issuing new no-par value registered shares against cash contributions and/or contributions in kind (Authorised Capital II). The shareholders shall be granted subscription rights in this respect. The Executive Board shall however be authorised, subject to the Supervisory Board s consent, to exclude shareholders subscription rights in cash capital increases provided the issue price of the new shares does not fall substantially short of the stock exchange price. The sum of the shares issued without subscription rights pursuant to section 186 (3) sentence 4 of the AktG may not exceed 10 % of the respective share capital existing as at the date on which the authorisation enters into effect by virtue of registering the amendment to the Articles of Incorporation in the commercial register or if this amount is lower the share capital existing as at the date of its exercise. If during the term of this authorisation and until such time as it is exercised, other authorisations to issue or sell shares in the Company or to issue rights entitling or obligating the holder to subscribe for shares in the Company are exercised and subscription rights thereby excluded pursuant to or in analogous application of section 186 (3) sentence 4 of the AktG, this shall be applied toward the aforementioned 10 % threshold. The Executive Board shall also be authorised, subject to the Supervisory Board s consent, to exclude subscription rights if the capital increase against contributions in kind is implemented for the purpose of acquiring companies, parts of companies, equity interests in companies or other assets. Additionally, the Executive Board shall be authorised, subject to the Supervisory Board s consent, to exclude fractional amounts from the shareholders subscription rights. This authorisation allows new shares to be issued without subscription rights only if the total number of new shares plus shares issued or sold by the Company during the term of this authorisation until its exercise on the basis of another authorisation under which shareholders subscription rights are excluded, or on the basis of rights issued during the term of this authorisation until its exercise which enable or obligate the holder to subscribe for shares in the Company, such rights being issued on the basis of another authorisation under which shareholders subscription rights are excluded, represent, in

9 Agenda 9 total, a notional interest in the share capital of no more than 20 % as at the date on which the authorisation becomes effective by record of the amendment of the Articles of Incorporation in the commercial register or, if the share capital is lower as at the date on which this authori sation is exercised, 20 % of the share capital on that date. The new shares may also be acquired by certain credit institutions to be specified by the Executive Board or companies operating under section 53 (1) sentence 1 or section 53b (1) sentence 1 or (7) of the German Banking Act (Gesetz über das Kreditwesen KWG) subject to the obligation that they offer such shares to shareholders (indirect subscription right). The Executive Board shall determine, subject to the Supervisory Board s consent, the rights attaching to the shares and the additional terms and conditions relating to the issue of the shares, including the issue price. c) Once the deletion of the current section 4 (4) of the Articles of Incorporation of Deutsche Börse Aktiengesellschaft in accordance with the resolution on a) of this agenda item is recorded in the commercial register, the new section 4 (4) of the Articles of Incorporation of Deutsche Börse Aktiengesellschaft shall be inserted and worded as follows: (4) Subject to the Supervisory Board s consent, the Executive Board is authorised to increase the share capital on one or more occasions until 12 May 2020 by up to a total of EUR 19,300,000 by issuing new no-par value registered shares against cash contributions and/or contributions in kind (Authorised Capital II). The shareholders shall be granted subscription rights in this respect. The Executive Board is however authorised, subject to the Supervisory Board s consent, to exclude shareholders subscription rights in cash capital increases provided the issue price of the new shares does not fall substantially short of the stock exchange price. The sum of the shares issued without subscription rights pursuant to section 186 (3) sentence 4 of the AktG may not exceed 10 % of the respective share capital existing as at the date on which the authorisation enters into effect by virtue of registering the amendment to the Articles of Incorporation in the commercial register or if this amount is lower

10 10 Agenda the share capital existing as at the date of its exercise. If during the term of this authorisation and until such time as it is exercised, other authorisations to issue or sell shares in the Company or to issue rights entitling or obligating the holder to subscribe for shares in the Company are exercised and subscription rights thereby excluded pursuant to or in analogous application of section 186 (3) sentence 4 of the AktG, this shall be applied toward the aforementioned 10 % threshold. The Executive Board is also be authorised, subject to the Supervisory Board s consent, to exclude subscription rights if the capital increase against contributions in kind is implemented for the purpose of acquiring companies, parts of companies, equity interests in companies or other assets. Additionally, the Executive Board is authorised, subject to the Supervisory Board s consent, to exclude fractional amounts from shareholders subscription rights. This authorisation allows new shares to be issued without subscription rights only if the total number of new shares plus shares issued or sold by the Company during the term of this authorisation until its exercise on the basis of another authorisation under which shareholders subscription rights are excluded, or on the basis of rights issued during the term of this authorisation until its exercise which enable or obligate the holder to subscribe for shares in the Company, such rights being issued on the basis of another authorisation under which shareholders subscription rights are excluded, represent, in total, a notional interest in the share capital of no more than 20 % as at the date on which the authorisation becomes effective by record of the amendment of the Articles of Incorporation in the commercial register or, if the share capital is lower as at the date on which this authori sation is exercised, 20 % of the share capital on that date. The new shares may also be acquired by certain credit institutions to be specified by the Executive Board or companies operating under section 53 (1) sentence 1 or section 53b (1) sentence 1 or (7) of the KWG subject to the obligation that they offer such shares to shareholders (indirect subscription right).

11 Agenda 11 The Executive Board shall determine, subject to the Supervisory Board s consent, the rights attaching to the shares and the additional terms and conditions relating to the issue of the shares, including the issue price. d) The Supervisory Board shall be authorised to amend section 4 (1) and (4) of the Articles of Incorporation of Deutsche Börse Aktiengesellschaft to reflect any utilisation of Authorised Capital II, or after the authorisation period has expired. e) The Executive Board shall be instructed not to record the resolution adopted under a) above to rescind the Authorised Capital II contained in the former section 4 (4) of the Articles of Incorporation of Deutsche Börse Aktiengesellschaft in the commercial register until it has been assured that immediately subsequent to the rescission of the Authorised Capital II contained in the former section 4 (4) of the Articles of Incorporation of Deutsche Börse Aktiengesellschaft being recorded in the commercial register, the resolution to create the new Authorised Capital II of EUR 19,300,000 and the corresponding amendment to the Articles of Incorporation in accordance with c) above will be recorded in the commercial register. 7. Resolution on the rescission of the existing Authorised Capital III, creation of a new Authorised Capital III with the option of excluding subscription rights and amendments to the Articles of Incorporation Authorised Capital III in the amount of up to EUR 19,500,000 which represents up to 10.1 % of the current share capital will also expire on 26 May Authorised Capital III shall also be renewed. The new Authorised Capital III shall amount to up to EUR 38,600,000 and would thus represent up to 20 % of the share capital. As in the case of the Authorised Capital III due to expire, the shareholders shall be granted subscription rights. The Company s Executive Board shall have the option, subject to the Supervisory Board s consent, of excluding shareholders subscription rights only with respect to fractional amounts.

12 12 Agenda The Executive Board and the Supervisory Board propose the following resolution: a) The Executive Board s existing authorisation under section 4 (5) of the Articles of Incorporation of Deutsche Börse Aktiengesellschaft to increase the share capital of the Company on one or more occasions until 26 May 2015 by up to a total of EUR 19,500,000 (Authorised Capital III), subject to the Supervisory Board s consent, shall be rescinded and section 4 (5) of the Articles of Incorporation of Deutsche Börse Aktiengesellschaft shall be deleted. b) Subject to the Supervisory Board s consent, the Executive Board shall be authorised to increase the share capital on one or more occasions until 12 May 2020 by up to a total of EUR 38,600,000 by issuing new no-par value registered shares against cash contributions (Authorised Capital III). The shareholders shall be granted subscription rights in this respect. The Executive Board shall however be authorised to exclude fractional amounts from shareholders subscription rights with the consent of the Supervisory Board. This authorisation allows new shares to be issued without subscription rights only if the total number of new shares plus shares issued or sold by the Company during the term of this authorisation until its exercise on the basis of another authorisation under which shareholders subscription rights are excluded, or on the basis of rights issued during the term of this authorisation until its exercise which enable or obligate the holder to subscribe for shares in the Company, such rights being issued on the basis of another authorisation under which shareholders subscription rights are excluded, represent, in total, a notional interest in the share capital of no more than 20 % as at the date on which the authorisation becomes effective by record of the amendment of the Articles of Incorporation in the commercial register or, if the share capital is lower as at the date on which this authori sation is exercised, 20 % of the share capital on that date. The new shares may also be acquired by certain credit institutions to be specified by the Executive Board or companies operating under section 53 (1) sentence 1 or section 53b (1) sentence 1 or (7) of the KWG subject to the obligation that they offer such shares to shareholders (indirect subscription right).

13 Agenda 13 The Executive Board shall determine, subject to the Supervisory Board s consent, the rights attaching to the shares and the additional terms and conditions relating to the issue of the shares, including the issue price. c) Once the deletion of the current section 4 (5) of the Articles of Incorporation of Deutsche Börse Aktiengesellschaft in accordance with the resolution on a) of this agenda item is recorded in the commercial register, the new section 4 (5) of the Articles of Incorporation of Deutsche Börse Aktiengesellschaft shall be inserted and worded as follows: (5) Subject to the Supervisory Board s consent, the Executive Board is authorised to increase the share capital on one or more occasions until 12 May 2020 by up to a total of EUR 38,600,000 by issuing new no-par value registered shares against cash contributions (Authorised Capital III). The shareholders shall be granted sub scription rights in this respect. The Executive Board is however authorised to exclude fractional amounts from shareholders subscription rights with the consent of the Supervisory Board. This authorisation allows new shares to be issued without subscription rights only if the total number of new shares plus shares issued or sold by the Company during the term of this authorisation until its exercise on the basis of another authorisation under which shareholders subscription rights are excluded, or on the basis of rights issued during the term of this authorisation until its exercise which enable or obligate the holder to subscribe for shares in the Company, such rights being issued on the basis of another authorisation under which shareholders subscription rights are excluded, represent, in total, a notional interest in the share capital of no more than 20 % as at the date on which the authorisation becomes effective by record of the amendment of the Articles of Incorporation in the commercial register or, if the share capital is lower as at the date on which this authorisation is exercised, 20 % of the share capital on that date. The new shares may also be acquired by certain credit institutions to be specified by the Executive Board or companies operating under section 53 (1) sentence 1 or section 53b (1) sentence 1 or (7)

14 14 Agenda of the KWG subject to the obligation that they offer such shares to shareholders (indirect subscription right). The Executive Board shall determine, subject to the Supervisory Board s consent, the rights attaching to the shares and the additional terms and conditions relating to the issue of the shares, including the issue price. d) The Supervisory Board shall be authorised to amend section 4 (1) and (5) of the Articles of Incorporation of Deutsche Börse Aktiengesellschaft to reflect any utilisation of Authorised Capital III, or after the authorisation period has expired. e) The Executive Board shall be instructed not to record the resolution adopted under a) above to rescind the Authorised Capital III contained in the former section 4 (5) of the Articles of Incorporation of Deutsche Börse Aktiengesellschaft in the commercial register until it has been assured that immediately subsequent to the rescission of the Authorised Capital III contained in the former section 4 (5) of the Articles of Incorporation of Deutsche Börse Aktiengesellschaft being recorded in the commercial register, the resolution to create the new Authorised Capital III of EUR 38,600,000 and the corresponding amendment to the Articles of Incorporation in accordance with c) above will be recorded in the commercial register. 8. Resolution on the authorisation to acquire and use treasury shares in accordance with section 71 (1) no. 8 of the AktG and to exclude subscription rights and rights of tender The authorisation to acquire treasury shares, which had been resolved by the Annual General Meeting on 15 May 2013, is limited until 14 May As such, it is due to expire on the day after the Annual General Meeting. The Executive Board and the Supervisory Board therefore propose the following resolution:

15 Agenda 15 a) The Executive Board shall be authorised to acquire treasury shares representing up to a maximum of 10 % of the share capital. Together with any treasury shares acquired for other reasons and held by the Company at the time or attributable to it pursuant to section 71a et seq. of the AktG, the acquired shares may at no time exceed 10 % of the Company s share capital. b) This authorisation may be exercised by the Company either in full or in part on one or several occasions, but also by companies controlled or majority-owned by the Company or by third parties acting for the account of either the former or the latter. The authorisation to acquire treasury shares will be valid until 12 May As soon as the new authorisation enters into effect, it shall supersede the existing authorisation to acquire treasury shares, which was granted by the Annual General Meeting on 15 May 2013 and expires on 14 May c) The Executive Board may elect to purchase the shares (1) via the stock exchange or (2) on the basis of a public purchase offer directed at all shareholders or a public invitation to submit sale offers directed at the Company s shareholders or (3) by issuing tender rights to the shareholders. (1) If the shares are purchased via the stock exchange, the consideration paid for the acquisition of the shares (excluding ancillary acquisition costs) may not, by more than 10 %, exceed or fall short of the average share price (closing auction price of Deutsche Börse s shares in electronic trading on the Frankfurt Stock Exchange) on the last five trading days preceding the point in time when the obligation to purchase the shares is assumed. The Company s Executive Board shall determine the further details of the acquisition. (2) In the event of a public purchase offer to all shareholders or a public invitation to submit sale offers directed at the Company s shareholders, the purchase or sale price offered or the threshold values of the offered purchase/sale price range per share (in each case excluding ancillary acquisition costs) may not fall short of, or exceed, the average share price (closing auction price of Deutsche Börse s shares in electronic trading on the Frankfurt Stock Exchange) on the last five trading days preceding the day of publication of the

16 16 Agenda offer by more than 10 %. If, after the publication of the Company s offer and/or after a formal invitation to submit sale offers, there are substantial deviations from the offered purchase/sale price or the threshold values of the offered purchase/sale price range, the offer, or invitation to submit sale offers may be adjusted. In such cases, the relevant amount is determined on the basis of the corresponding price on the last trading day prior to the publication of the adjustment; the 10 % threshold that the shares may not fall short of or exceed, is to be applied to this amount. The volume of the offer/invitation to submit offers can be limited. If the overall acceptance of the offer/the shareholder offers submitted as part of an invitation to submit offers exceeds this volume, the acquisition/acceptance shall be made under partial exclusion of any shareholder rights of tender in relation to the shares offered in each case. A preferred acquisition/preferred acceptance of smaller numbers of shares (up to 100) per shareholder in order to acquire the offered shares in the Company may be stipulated to the extent that any shareholders rights of tender are partially excluded. These amounts also may be subject to standard rounding in order to eliminate arithmetical fractions of shares. The Company s Executive Board shall determine the further details of the offer or any public invitation to submit sale offers directed to the shareholders. (3) If the shares are acquired by means of rights of tender granted to the shareholders, these may be allocated per share in the Company. In accordance with the ratio of the Company s share capital to the volume of the shares to be bought back by the Company, a corresponding number of tender rights shall give rise to an entitlement to sell one Company share to the Company. Tender rights may also be allocated such that one tender right is granted for each number of shares resulting from the ratio of the share capital to the buyback volume. Fractions of tender rights will not be awarded. In such cases, the corresponding partial rights of tender will be excluded. The price or the threshold values of the offered purchase price range ( excluding ancillary acquisition costs in each case), at which a share may be sold to the Company upon exercise of the tender right, shall be determined in accordance with the provisions in the preceding c) (2) and adjusted where appropriate. The Executive Board of the Company shall determine the further details of the tender rights, in particular the conditions, terms and, where appropriate, their tradability.

17 Agenda 17 d) The Executive Board shall be authorised to sell treasury shares acquired on the basis of this or any earlier authorisation via the stock exchange or via an offer directed at all shareholders. In the event of an offer directed at all shareholders, subscription rights for any fractional amounts shall be excluded. The Executive Board shall furthermore be authorised to use treasury shares acquired on the basis of this or an earlier authorisation for any purpose permissible by law and, in particular, for the following purposes: (1) They may be sold for consideration in kind, in particular as (partial) consideration for the purpose of mergers or acquisitions, to acquire equity interests in companies or parts of companies, or to acquire other assets. In such cases, shareholders subscription rights shall be excluded. (2) They may be issued to employees and retired employees of the Company, as well as to employees and retired employees of its affiliated companies within the meaning of section 15 et seq. of the AktG. They may also be used for the issue to selected employees in managerial and key positions in the Company, as well as to members of the Executive Board, management and to selected employees in managerial and key positions at its affiliated companies within the meaning of section 15 et seq. of the AktG under the stock bonus plan (SBP) or the Long Term Sustainable Instrument-Plan, both of which are described in more detail in the Report of the Executive Board on this agenda item 8. In such cases, shareholders subscription rights shall be excluded. (3) They may also be sold under the exclusion of shareholders subscription rights in a manner other than via the stock exchange or by means of an offer to shareholders if the shares are sold in return for cash payment at a price that does not fall substantially short of the stock exchange price of the Company s shares. This authorisation is, however, subject to the provision that the shares sold under the exclusion of shareholders subscription rights in accordance with section 71 (1) no. 8 sentence 5 in conjunction with section 186 (3) sentence 4 of the AktG do not in the aggregate exceed 10 % of the Company s share capital existing as at the date on which this authorisation enters into effect or if this amount is lower the share

18 18 Agenda capital existing as at the date of its exercise. If during the term of this authorisation and until such time as it is exercised, other authorisations to issue or sell shares in the Company or to issue rights entitling or obligating the holder to subscribe for shares in the Company are exercised and subscription rights thereby excluded pursuant to or in analogous application of section 186 (3) sentence 4 of the AktG, this shall be applied toward the aforementioned 10 % threshold. (4) They may be cancelled without a further resolution by the Annual General Meeting being required either for the cancellation of shares or the implementation of such cancellation. The cancellation may also be limited to a certain proportion of the acquired shares. The cancellation results in a capital reduction. However, the cancellation may also be performed by means of a simplified procedure without a capital reduction by adjusting the proportion of the share capital attributable to the remaining shares in accordance with section 8 (3) of the AktG. In such case, the Executive Board is authorised to amend the number of shares specified in the Articles of Incorporation accordingly. e) This authorisation allows shares to be used without subscription rights according to d) (1), (2) and (3) above only if the total number of shares so used plus shares issued or sold by the Company during the term of this authorisation until its exercise on the basis of another authorisation under which shareholders subscription rights are excluded, or on the basis of rights issued during the term of this authorisation until its exercise which enable or obligate the holder to subscribe for shares in the Company, such rights being issued on the basis of another authorisation under which shareholders sub scription rights are excluded, represent, in total, a notional interest in the share capital of no more than 20 % as at the date on which the authorisation becomes effective or, if the share capital is lower as at the date on which this authorisation is exercised, 20 % of the share capital on that date. f) The authorisations set out under d) may be exercised on one or several occasions, in full or in part, individually or collectively, while those set out under d) (1), (2) and (3) may also be exercised by companies which are controlled or majority-owned by the Company or by third parties acting for the account of either the former or the latter.

19 Agenda Resolution on the authorisation to use derivatives to acquire treasury shares in accordance with section 71 (1) no. 8 of the AktG and to exclude subscription rights and rights of tender In addition to the authorisation to acquire treasury shares in accordance with section 71 (1) no. 8 of the AktG, which is to be resolved upon under agenda item 8, the Company is to be granted the authorisation to acquire treasury shares also by using derivatives. The Executive Board and the Supervisory Board propose the following resolution: a) In addition to the authorisation under agenda item 8, which was resolved by the Annual General Meeting on 13 May 2015, treasury shares may also be acquired pursuant to such authorisation by way of (1) the sale of options, upon exercise of which the Company will be obligated to acquire shares of Deutsche Börse Aktiengesellschaft ( put options ), (2) the purchase of options, upon exercise of which the Company will obtain the right to acquire shares of Deutsche Börse Aktiengesellschaft ( call options ), or (3) the use of a combination of put and call options (hereinafter also collectively referred to as: derivatives ). b) The derivatives transactions are to be entered into with a company operating in accordance with section 53 (1) sentence 1 or section 53b (1) sentence 1 or (7) of the KWG. By virtue of their terms and conditions it must be ensured that the derivatives are only based on shares that were acquired via the stock exchange in keeping with the principle of equal treatment. The premium paid by the Company for call options or received by the Company for put options may not significantly deviate from the theoretical fair value of the respective options as calculated in line with recognised methods of financial mathematics, which must factor in the negotiated strike price among other things. c) Moreover, all share acquisitions by way of derivatives are limited to shares representing no more than 5 % of the existing share capital at the time of the resolution of the Annual General Meeting on this authorisation. The term of the individual derivatives may not exceed more than 18 months in each case, must end no later than on

20 20 Agenda 12 May 2017 and must be chosen such that the acquisition of the Deutsche Börse shares in the exercise or settlement of the derivatives cannot take place after 12 May The purchase price to be paid for the shares when the options are exercised, i. e. the strike price, may not exceed by more than 10 %, or fall below by more than 20 %, the average share price (closing auction price of Deutsche Börse s shares in electronic trading on the Frankfurt Stock Exchange) on the last five trading days preceding the conclusion of the option transaction in question (excluding ancillary acquisition costs in each case, but taking into account the option premium received/paid). d) If treasury shares are acquired using derivatives in compliance with the aforementioned provisions, any shareholders rights to conclude such derivatives transactions with the Company shall be excluded by analogous application of section 186 (3) sentence 4 of the AktG. Shareholders shall have a right of tender in relation to their shares in the Company only to the extent that the Company has an obligation under the derivatives transactions to purchase their shares. Any further right of tender shall be excluded. e) The provisions stipulated by the Annual General Meeting on 13 May 2015 under agenda item 8 d) and e) shall apply mutatis mutandis to the use of treasury shares that were acquired by using derivatives. 10. Resolution on the election of the auditor and Group auditor for financial year 2015 as well as the auditor for the review of the condensed financial statements and the interim management report for the first half of financial year 2015 The Supervisory Board proposes the appointment of KPMG AG Wirtschaftsprüfungsgesellschaft, Berlin, as the auditor and Group auditor for financial year 2015 as well as the auditor for the review of the condensed financial statements and the interim management report for the first half of financial year 2015 to the extend that they are subject to review.

21 Agenda 21 The Supervisory Board s proposal relating to the auditor under this agenda item 10 is based on the recommendation of the Audit Committee of the Supervisory Board. Reports of the Executive Board on agenda items 6, 7, 8 and 9 In connection with agenda items 6 and 7, the Executive Board has prepared a written report on the reasons for the authorisation relating to the exclusion of shareholders subscription rights in accordance with section 203 (2) sentence 2 in conjunction with section 186 (4) sentence 2 of the AktG. Additionally, in accordance with section 71 (1) no. 8 sentence 5 in conjunction with section 186 (4) sentence 2 of the AktG, the Executive Board has prepared a written report on the reasons for the authorisation to acquire treasury shares under the partial suspension of the principle of equal treatment and any shareholder rights of tender as proposed in agenda items 8 and 9, as well as on the reasons for the authorisation to sell treasury shares other than via the stock exchange or by maintaining the principle of equal treatment and at the suggested issue price as proposed in agenda items 8 and 9. The reports are available online at: The reports will be published as follows: Regarding agenda item 6: Report of the Executive Board in accordance with section 203 (2) sentence 2 in conjunction with section 186 (4) sentence 2 of the AktG The authorisation proposed under agenda item 6 is intended to create authorised capital of up to EUR 19,300,000 which if utilised would generally entitle shareholders to an as a rule indirect subscription right. However, the proposed resolution provides that in the event Authorised Capital II is utilised, the Executive Board be authorised, subject to the Supervisory Board s consent, to exclude the sub scription rights in certain cases.

22 22 Agenda This shall initially apply in the event of a cash capital increase, albeit limited to a maximum of up to 10 % of the share capital existing as at the date on which the authorisation enters into effect by virtue of registering the amendment to the Articles of Incorporation in the commercial register or if this amount is lower the share capital existing as at the date of its exercise. If during the term of this authorisation and until such time as it is exercised, other authorisations to issue or sell shares in the Company or to issue rights entitling or obligating the holder to subscribe for shares in the Company are exercised and subscription rights thereby excluded pursuant to or in analogous application of section 186 (3) sentence 4 of the AktG, this shall be applied toward the aforementioned 10 % threshold. The authorisation is furthermore subject to the provision that the issue price of the new shares does not fall substantially short of the stock exchange price of the Company s shares already listed. This authorisation aims to make use of the option of a less stringent exclusion of subscription rights pursuant to section 203 (1) and (2) of the AktG in conjunction with section 186 (3) sentence 4 of the AktG. This option serves the interests of the Company and to achieve the best possible price when the shares are issued. The option to exclude subscription rights which the law provides in section 186 (3) sentence 4 of the AktG, makes it possible for management to react quickly, flexibly and cost-effectively to opportunities presenting themselves as a result of market conditions prevailing in a given case. This allows the equity base to be optimally strengthened in the interest of the Company and all its shareholders. By avoiding the time and cost-intensive settlement of subscription rights, equity requirements can be covered on very short notice as market opportunities present themselves in the short term and new shareholders can be attracted domestically and abroad. Depending on the prevailing situation on the capital markets in a given case, it may be preferable to issue new shares without being tied to the restrictions of section 186 (1) and (2) of the AktG. It is true that section 186 (2) of the AktG permits the subscription price to be published up until the third-to-last day of the subscription period. However, volatility on the equities markets also creates a market risk extending over a period of several days, which results in discounts being applied as a safety margin when the subscription

23 Agenda 23 price is set. Even when subscription rights are granted, there is no certainty that they will be exercised and this can jeopardise the successful placement with third parties or be associated with additional expense. Finally, because the subscription period as prescribed by section 186 (1) sentence 2 of the AktG is at least two weeks, having granted subscription rights would prevent the Company from being able to react quickly in response to favourable or unfavourable market conditions and would expose it to declining share prices during the subscription period, which could mean less favourable terms for the Company in raising equity. The ability to optimally strengthen the equity base in the interest of the Company and all its shareholders is particularly important for the Company because it must be able to leverage its market opportunities quickly and flexibly and be able to cover any capital requirements arising as a result on very short notice where necessary. The sale price, and thus the funds accruing to the Company for the new shares, will track the stock exchange price of the shares already listed and will not be substantially (probably not more than 3 %, but in any case not more than 5 %) lower than the current stock exchange price. In view of the fact that all the shares thus far issued by the Company are admitted to the Regulated Market of the Frankfurt Stock Exchange, those shareholders interested in maintaining their respective equity interest may, as it currently stands, assuming the authorisation is exercised under exclusion of subscription rights in accordance with section 186 (3) sentence 4 of the AktG, purchase additional shares in the Company via the stock exchange. The authorisation also provides that, in case of certain capital increases against contributions in kind, subscription rights may be excluded. Such exclusion serves to facilitate the acquisition of companies, parts of companies or equity interests in companies or other assets against the grant of shares. In the event the acquisition by way of capital increase against contributions in kind results in tax savings for the seller or if for other reasons the seller is more interested in the acquisition of shares in the Company than in cash consideration, the option here proposed strengthens the bargaining position of the Company. In certain cases, it may also be expedient to offer the seller new shares in the Company as consideration due to the special interests of the Company. The Authorised Capital II enables the Company to react swiftly and flexibly to opportunities and to acquire companies, parts of companies, equity interests in companies

24 24 Agenda or other assets against issue of new shares in appropriate individual cases. The proposed authorisation makes it possible in certain instances to achieve optimal financing for acquisitions using new shares and to strengthen Deutsche Börse Aktiengesellschaft s equity base. The management does not in any event intend to exercise its option to implement a capital increase against contributions in kind by exercising the authorisation under the exclusion of shareholders subscription rights from Authorised Capital II unless the value of the new shares and the value of the consideration paid for the companies, parts of companies, equity interests or other assets to be acquired are reasonably proportionate to each other. The issue price of the new shares to be issued shall generally be based on the stock exchange price. This will prevent any economic disadvantage for the shareholders excluded from the subscription right. Given all of the foregoing circumstances, the authorisation to exclude shareholders subscription rights to the extent described is necessary, expedient, appropriate and in the interests of the Company. The authorisation to exclude shareholders subscription rights for fractional amounts serves to ensure a practicable subscription ratio with respect to the amount of each capital increase. Without the exclusion of subscription rights for fractional amounts, the technical implementation of the capital increase, particularly in the case of capital increases by round numbers, and the exercise of subscription rights would be considerably more complicated. The new shares that are excluded from shareholders subscription rights as floating fractional shares will be liquidated either via their sale on the stock exchange or otherwise at the most favourable terms possible for the Company. This authorisation allows new shares to be issued without subscription rights only if the total number of new shares plus shares issued or sold by the Company during the term of this authorisation until its exercise on the basis of another authorisation under which shareholders subscription rights are excluded, or on the basis of rights issued during the term of this authorisation until its exercise which enable or obligate the holder to subscribe for shares in the Company, such rights being issued on the basis of another authorisation under which shareholders subscription rights are excluded, represent, in total, a notional interest in the share capital of no more than 20 % as

25 Agenda 25 at the date on which the authorisation becomes effective by record of the amendment of the Articles of Incorporation in the commercial register or, if the share capital is lower as at the date on which this authorisation is exercised, 20 % of the share capital on that date. This limits the extent to which shares can be issued without subscription rights. This also protects shareholders from any potential dilution of their existing holdings. The Executive Board shall furthermore ensure that the proportionate interest in the share capital attributable to the shares to be issued without shareholders subscription rights on the basis of any authorisation already in existence at this time (e. g. Authorised Capital I), together with shares issued or sold by the Company during the term of the respective authorisation until its exercise on the basis of another authorisation under which shareholders subscription rights are excluded, or on the basis of rights issued during the term of the respective authorisation until its exercise which enable or obligate the holder to subscribe for shares in the Company, such rights being issued on the basis of another authorisation under which shareholders subscription rights are excluded, represent, in total, no more than 20 % of the share capital of the Company existing as at the date of the resolution by the Annual General Meeting. There are no specific plans to utilise Authorised Capital II at the present time. The Executive Board will carefully review in each case whether the utilisation of Authorised Capital II is in the interests of the Company and hence of the shareholders. The Executive Board will report to the Annual General Meeting each time it utilises Authorised Capital II and, if applicable, provide specific grounds for excluding subscription rights. Regarding agenda item 7: Report of the Executive Board in accordance with section 203 (2) sentence 2 in conjunction with section 186 (4) sentence 2 of the AktG The authorisation proposed under agenda item 7 is intended to create authorised capital of up to EUR 38,600,000 which if utilised would generally entitle shareholders to an as a rule indirect subscription right. However, the proposed resolution provides that in the event