Allfunds Group PLC — M&A Activity 2026

Feb 17, 2026

{0}------------------------------------------------

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION

THIS ANNOUNCEMENT DOES NOT CONSTITUTE, OR FORM PART OF, AN OFFER, INVITATION OR ANY SOLICITATION OF AN OFFER, TO BUY, OTHERWISE ACQUIRE, SUBSCRIBE FOR, SELL OR OTHERWISE DISPOSE OF ANY SECURITIES. THIS ANNOUNCEMENT IS NOT A PROSPECTUS OR PROSPECTUS EXEMPT DOCUMENT AND INVESTORS SHOULD NOT MAKE ANY DECISION IN RELATION TO THE NEW DEUTSCHE BÖRSE AG SHARES OR TO ACQUIRE ANY ALLFUNDS SHARES OR DEUTSCHE BÖRSE AG SHARES EXCEPT ON THE BASIS OF THE INFORMATION TO BE CONTAINED IN THE SCHEME DOCUMENT

FOR IMMEDIATE RELEASE

16 February 2026

RECOMMENDED CASH AND SHARE ACQUISITION OF ALLFUNDS GROUP PLC

BY

DEUTSCHE BÖRSE AG

SCHEME DOCUMENT PUBLISHED

On 21 January 2026, Deutsche Börse AG and Allfunds Group plc ("Allfunds") announced that they had reached agreement on the terms of a recommended cash and share acquisition by Deutsche Börse AG of the entire issued and to be issued share capital of Allfunds (the "Acquisition"). The Acquisition is to be effected by means of a Court approved scheme of arrangement under Part 26 of the Companies Act 2006 (the "Act") (the "Scheme").

Allfunds is pleased to announce that the scheme document containing the full terms and conditions of the Acquisition (the "Scheme Document"), together with the related Forms of Proxy and Voting Instruction Forms, will be made available today to Allfunds Shareholders.

The Scheme Document, together with the Forms of Proxy and Voting Instruction Forms, will be made available on Allfunds' website at https://allfunds.com/es/investors/financial/deutsche-borse-group-offerand Deutsche Börse AG's website at https://deutsche-boerse.com/dbg-en/investorrelations/announcements-and-services/allfunds.

Notices of the Court Meeting and General Meeting

Before the Court's sanction can be sought for the Scheme, the Scheme requires approval by the passing of a resolution at the Court Meeting. The resolution must be approved by a majority in number representing not less than 75% in value of the Scheme Shareholders present and voting, either in person or by proxy, at the Court Meeting. In addition, the

{1}------------------------------------------------

Special Resolution must be passed at the General Meeting to authorise the Scheme, authorise Allfunds Directors to implement the Scheme and to deal with certain ancillary matters. The General Meeting will be held immediately after the Court Meeting. Notices of the Court Meeting and the General Meeting are set out in Part IX (Notice of Court Meeting) and Part X (Notice of General Meeting) of the Scheme Document, respectively.

The holders of Allfunds Shares (other than Excluded Shares) whose names appear on the register of members of Allfunds at the Voting Record Time, or, if any such Meeting is adjourned, on the register of members at 6.00 p.m. (London time) on the date which is two days (excluding non-working days) before the date set for such adjourned meeting, will be entitled to attend and vote at the Court Meeting and the General Meeting, in respect of the Allfunds Shares registered in their name at the relevant time.

Allfunds EI Holders will be entitled to give voting instructions, in respect of the Allfunds EIs held by them, to Euroclear Nederland, for the purposes of Euroclear Nederland voting at the Court Meeting and the General Meeting on their behalf.

Timetable

The Scheme Document contains an expected timetable of principal events relating to the Scheme, which is also attached as an Appendix to this announcement. Subject to obtaining the approval of the Scheme Shareholders and the Court, and the satisfaction or, where applicable, the waiver of the other conditions (as set out the Scheme Document), the Scheme is expected to become effective in the first half of 2027.

If any of the key dates set out in the timetable change, Allfunds will give notice of this change by issuing an announcement and by making such announcement available on Allfunds' website at https://allfunds.com/es/investors/financial/deutsche-borse-groupoffer.

Terms defined in the Scheme Document have the same meanings in this announcement.

For more information, please contact:

Press enquiries, Deutsche Börse AG:

Ingrid M. Haas +49 69 211 13217 ingrid.haas@deutsche-boerse.com

Press enquiries, Allfunds:

Maria Erhardt + 34 675 927 716 maria.erhardt@allfunds.com

Further information

The information in this announcement is not intended to be complete. This announcement is for information purposes only and is not intended to and does not constitute, or form part of, an offer, or any solicitation of an offer, or an invitation to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any securities or investment advice or an inducement to enter into investment activity. This announcement does not constitute

{2}------------------------------------------------

an offer to sell or issue or the solicitation of an offer to buy or acquire the securities of Allfunds in any jurisdiction.

THIS ANNOUNCEMENT IS NOT AN OFFERING OF SHARES TO ANY PERSON IN ANY JURISDICTION. IT MAY NOT BE USED FOR, OR IN CONNECTION WITH, AND DOES NOT CONSTITUTE, OR FORM PART OF, AN OFFER BY, OR INVITATION BY OR ON BEHALF OF, ALLFUNDS, DEUTSCHE BÖRSE AG OR ANY REPRESENTATIVE OF ALLFUNDS OR DEUTSCHE BÖRSE AG TO PURCHASE ANY SECURITIES OR AN OFFER TO SELL OR ISSUE ANY SECURITIES TO, OR THE SOLICITATION TO BUY ANY SECURITIES BY, ANY PERSON IN ANY JURISDICTION. THIS ANNOUNCEMENT DOES NOT CONSTITUTE A PROSPECTUS OR PROSPECTUS EXEMPTION DOCUMENT. NO ACTION HAS BEEN TAKEN OR WILL BE TAKEN IN ANY JURISDICTION BY ALLFUNDS OR DEUTSCHE BÖRSE AG THAT WOULD PERMIT AN OFFERING OF SHARES OR POSSESSION OR DISTRIBUTION OF A PROSPECTUS OR PROSPECTUS EXEMPTION DOCUMENT IN ANY JURISDICTION, EXCEPT TO THE EXTENT EXPLICITLY DISCLOSED BY ALLFUNDS OR DEUTSCHE BÖRSE AG.

This announcement is not to be released, published or distributed, in whole or in part, directly or indirectly, in any jurisdiction in which such release, publication or distribution would be unlawful.

This announcement has been prepared for the purpose of complying with English law, German law, Dutch law and the Market Abuse Regulation (EU) No 596/2014 and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws of any other jurisdictions.

The Acquisition shall be made by means of the Scheme Document which, together with the Forms of Proxy and/or Voting Instruction Forms enclosed with or referred to in the Scheme Document, shall contain the full terms and conditions of the Acquisition, including details of how to vote in respect of the Acquisition. Any vote in respect of the Scheme or other response in relation to the Acquisition should be made only on the basis on the information contained in the Scheme Document.

If you are in any doubt about the contents of this announcement or the action you should take, you are recommended to seek your own independent financial, tax and legal advice immediately from your stockbroker, bank manager, solicitor, accountant or an appropriately authorised independent financial adviser.

Barclays Bank Ireland PLC ("Barclays"), which is authorised by the Central Bank of Ireland is acting exclusively for Deutsche Börse AG and no one else in connection with the Acquisition and will not be responsible to anyone other than Deutsche Börse AG for providing the protections afforded to clients of Barclays nor for providing advice in relation to the Acquisition or any other matter referred to in this announcement. Neither Barclays nor any of its subsidiaries, branches or 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 Barclays in connection with this announcement.

Citigroup Global Markets Limited ("Citi"), which is authorised by the Prudential Regulation Authority (the "PRA") and regulated by the Financial Conduct Authority (the "FCA") and the PRA in the UK, is acting for Allfunds and no one else in connection with the Acquisition

{3}------------------------------------------------

and will not be responsible to anyone other than Allfunds for providing the protections afforded to its clients, or for giving advice in connection with the Acquisition or any matter referred to herein. Neither Citi nor any of its affiliates, directors or employees owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, consequential, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Citi in connection with this document, any statement contained herein or otherwise.

Goldman Sachs International ("Goldman Sachs"), which is authorised by the PRA and regulated in the UK by the FCA and the PRA, is acting as financial advisor to Allfunds and no one else in connection with the matters referred to in this announcement and will not be responsible to anyone other than Allfunds for providing the protections afforded to clients of Goldman Sachs or for providing advice in relation to the contents of this announcement or any other matters referred to herein. Neither Goldman Sachs nor any of its subsidiaries, branches or 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 Goldman Sachs in connection with the matters referred to in this announcement.

No person has been authorised to give any information or make any representations other than those contained in this announcement and, if given or made, such information or representations must not be relied upon as having been authorised by Allfunds, the Allfunds Directors, Deutsche Börse AG, the Deutsche Börse AG Directors or by Barclays, Citi or Goldman Sachs or any other person involved in the Acquisition. Neither the delivery of this announcement nor holding the Meetings, the Court Hearing, or filing the Court Order shall, under any circumstances, create any implication that there has been no change in the affairs of the Allfunds Group or the Deutsche Börse Group since the date of this announcement or that the information in, or incorporated by reference into, this announcement is correct as at any time subsequent to its date.

Non-application of the Takeover Code

The Acquisition will not be subject to the City Code on Takeovers and Mergers.

No Dutch public takeover offer

As the Acquisition is proposed to be effected by means of the Scheme, the provisions and requirements set forth in the Dutch Decree on Public Takeover Bids (Besluit openbare biedingen Wft) will not apply. However, if Deutsche Börse AG elects, subject to the terms of the BCA and the Shareholder Irrevocable Undertakings, to implement the Acquisition by means of a takeover offer, among other matters, the provisions and requirements set forth in the Dutch Decree on Public Takeover Bids (Besluit openbare biedingen Wft) will apply to such offer.

Overseas Shareholders

The release, publication or distribution of this announcement in whole or in part, directly or indirectly, in, into or from certain jurisdictions other than the UK, Germany or the Netherlands may be restricted by law and therefore any persons who are subject to the

{4}------------------------------------------------

laws of any jurisdiction other than the UK, Germany or the Netherlands should inform themselves about, and observe, any applicable legal or regulatory requirements.

The availability of the acquisition and/or the New Deutsche Börse AG Shares to Allfunds Shareholders who are not resident in or citizens of the UK, Germany or the Netherlands may be affected by the laws of the relevant jurisdictions in which they are located or of which they are citizens. Persons who are not resident in the UK, Germany or the Netherlands should inform themselves of, and observe, any applicable legal or regulatory requirements of their jurisdictions.

In particular, the ability of persons who are not resident in the UK, Germany or the Netherlands to participate in the acquisition or to vote their Allfunds Shares, or to give voting instructions in respect of their Allfunds EIs, in respect of the Scheme at the Court Meeting and in respect of the Special Resolution at the General Meeting, or to execute and deliver forms of proxy appointing, or to give instructions for the appointment of, another to vote at the Court Meeting and the General Meeting on their behalf, may be affected by the laws of the relevant jurisdictions in which they are located or to which they are subject. Any failure to comply with applicable legal or regulatory requirements of any jurisdiction may constitute a violation of securities laws or regulations in that jurisdiction. To the fullest extent permitted by applicable law and regulation, the companies and persons involved in the Acquisition disclaim any responsibility or liability for the violation of such restrictions by any person.

The New Deutsche Börse AG Shares have not been, and will not be, registered under applicable securities laws of any state, province, territory or jurisdiction of Canada, Australia or Japan and no regulatory clearance in respect of the New Deutsche Börse AG Shares has been, or will be, applied for in any jurisdiction other than Germany. Accordingly, the New Deutsche Börse AG Shares may not (unless an exemption under the relevant securities laws is applicable) be offered, sold, resold, delivered or transferred, directly or indirectly, in or into Canada, Australia or Japan or any other jurisdiction if to do so would constitute a violation of the relevant laws of, or require registration thereof in, such jurisdiction or to, or for the account or benefit of, a person located in Canada, Australia or Japan.

Unless otherwise determined by Deutsche Börse AG, and permitted by applicable law and regulation, the Acquisition shall not be made available, directly or indirectly, in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction and no person may vote in favour of the Acquisition by any such use, means, instrumentality or form within any jurisdiction where local laws or regulations may result in a significant risk of civil, regulatory or criminal exposure if information concerning the Acquisition is sent or made available to Allfunds Shareholders or Allfunds EI Holders in that jurisdiction (a "Restricted Jurisdiction") or any other jurisdiction if to do so would constitute a violation of the laws of that jurisdiction.

The Acquisition will be subject to the applicable requirements of English, German and Dutch law.

Copies of this announcement and any formal documentation relating to the Acquisition are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in or into or from any Restricted Jurisdiction or any jurisdiction where to do so would constitute a violation of the laws or regulations of such jurisdiction and

{5}------------------------------------------------

persons receiving such documents (including Admitted Institutions and other custodians, nominees and trustees) must not mail or otherwise forward, distribute or send them in or into or from any Restricted Jurisdiction. Doing so may render invalid any related purported vote in respect of acceptance of the Acquisition. Unless permitted by applicable law and regulation, the Acquisition is not being made available, directly or indirectly, in or into, from, or by use of the mails or any other means or instrumentality (including, without limitation, facsimile, email or other electronic transmission, telex or telephone) or interstate or foreign commerce of, or any facility of a national, state or other securities exchange of any jurisdiction where to do so would violate the laws of that jurisdiction and no person may vote in favour of the Acquisition by any such use, means, instrumentality or from within a Restricted Jurisdiction or any other jurisdiction if to do so would constitute a violation of the laws of that jurisdiction.

Further details in relation to Allfunds Shareholders and Allfunds EI Holders in overseas jurisdictions will be contained in the Scheme Document and Allfunds Shareholders and Allfunds EI Holders are advised to read carefully the Scheme Document and related Forms of Proxy and Voting Instruction Forms once these have been mailed, or made available.

Additional information for U.S. investors

The Acquisition relates to the securities of a company incorporated in England and Wales and listed on Euronext Amsterdam and is proposed to be effected by means of a scheme of arrangement provided for under English law. Accordingly, the Acquisition is subject to the disclosure and procedural requirements applicable to a scheme of arrangement involving a target company incorporated in England and Wales and listed on Euronext Amsterdam, and the disclosure and procedural requirements applicable to the issuance of Deutsche Börse AG Shares under German law, which in each case differ from the disclosure and procedural requirements of U.S. securities laws, including the U.S. tender offer and U.S. proxy solicitation rules.

Any financial statements or other financial information included in this announcement and the Scheme Document have been prepared in accordance with non-U.S. accounting standards that may not be comparable to the financial statements of U.S. companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the United States. None of the financial statements or other financial information in the Scheme Document have been audited in accordance with auditing standards generally accepted in the United States or the auditing standards of the Public Company Accounting Oversight Board (United States). It may be difficult for U.S. holders of Allfunds Securities to enforce their rights and any claims they may have arising under the U.S. federal securities laws in connection with the Acquisition, since Deutsche Börse AG and Allfunds are located in countries other than the United States, and some or all of their respective officers and directors may be residents of countries other than the United States. U.S. holders of shares may not be able to sue Deutsche Börse AG and Allfunds or their respective officers or directors in a non-U.S. court for violations of the U.S. securities laws. Further, it may be difficult to compel Deutsche Börse AG and Allfunds and their respective affiliates to subject themselves to the jurisdiction or judgment of a U.S. court.

The shares in Deutsche Börse AG, including the New Deutsche Börse AG Shares, have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act"), or under the laws of any state or other jurisdiction of the United

{6}------------------------------------------------

States, and may not be offered, sold or resold in the United States except pursuant to an available exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act. There will be no public offering directly or indirectly of the shares in the United States or elsewhere. Neither the U.S. Securities and Exchange Commission nor any U.S. state securities commission has approved, disapproved or passed judgement upon the fairness or the merits of the Acquisition or the New Deutsche Börse AG Shares, or determined if this document is accurate or complete. Any representation to the contrary is a criminal offence in the U.S.

A transaction effected by means of such scheme of arrangement is not subject to the tender offer or proxy solicitation rules under the U.S. Securities Exchange Act of 1934, as amended (the "U.S. Exchange Act"). The New Deutsche Börse AG Shares to be issued and/or transferred out of treasury as consideration for the Acquisition are expected to be issued and/or transferred out of treasury to Allfunds Shareholders in reliance upon the exemption from the registration requirements of the U.S. Securities Act provided by Section 3(a)(10) thereof and applicable exemptions under state securities laws. The shares in Deutsche Börse AG will not be registered under any U.S. state securities laws and may only be issued to persons resident in a state pursuant to an exemption from the registration requirements of the securities law of such state. Shareholders who are or will be "affiliates" (within the meaning of Rule 144 under the U.S. Securities Act) of Deutsche Börse AG or Allfunds prior to, or of Deutsche Börse AG after, the Effective Date will be subject to certain transfer restrictions relating to the New Deutsche Börse AG Shares received in connection with the Scheme. Whether a person is an affiliate of a company for such purposes depends upon the circumstances, but affiliates of a company can include certain officers and directors and significant shareholders.

If, in the future, Deutsche Börse AG were to exercise its right to implement the Acquisition by means of a takeover offer and determines to extend such takeover offer into the United States, such takeover offer will be made in compliance with the applicable U.S. laws and regulations, including the tender offer rules under the U.S. Exchange Act and any applicable exemptions provided thereunder. Such a takeover offer would be made in the United States by Deutsche Börse AG and no one else.

In the event that the Acquisition is implemented by way of a takeover offer, in accordance with standard Dutch practice and pursuant to Rule 14e-5(b) of the U.S. Exchange Act, Deutsche Börse AG or its affiliates, nominees, or its brokers (acting as agents), or affiliates of Deutsche Börse AG's financial advisers, may from time to time make certain purchases of, or arrangements to purchase, directly or indirectly, Allfunds Securities outside of the United States, other than pursuant to the Acquisition, until the date on which the Acquisition becomes effective, lapses or is otherwise withdrawn, so long as those acquisitions or arrangements comply with applicable Dutch law and practice and the provisions of the exemption provided under Rule 14e-5 of the U.S. Exchange Act. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. To the extent required in the Netherlands, any information about such purchases will be announced by means of a press release in accordance with article 13 of the Dutch Decree (as defined below) and will be posted on the website of Deutsche Börse AG at https://deutsche-boerse.com/.

The Acquisition is expected to have tax consequences for United States Allfunds Shareholders. The receipt of the Cash Consideration and the Share Consideration pursuant to the Acquisition by a United States Allfunds Shareholder as consideration for the transfer

{7}------------------------------------------------

of Scheme Shares pursuant to the Scheme will be a taxable transaction for United States federal income tax purposes and likely will be a taxable transaction under applicable United States state and local, as well as foreign and other, tax laws. The receipt of the Cash Consideration and the Share Consideration pursuant to the Acquisition as consideration for the transfer of Scheme Shares pursuant to the Scheme also may have tax consequences under tax laws of jurisdictions other than the United States. Your attention is drawn to Part V (Taxation) of the Scheme Document. The summary contained therein is intended as a general guide only and Allfunds Shareholders are urged to consult with their own legal, tax and financial advisers in connection with making a decision regarding the Acquisition and regarding the tax consequences of the Acquisition applicable to them. While Allfunds believes that it is not a passive foreign investment company (a "PFIC") for United States federal income tax purposes for its current taxable year, no opinion has been obtained by Allfunds in this regard and the determination of PFIC status is a factual one made annually after the close of the taxable year. If Allfunds were a PFIC in any year while a United States Allfunds Shareholder has owned Allfunds Securities, gain recognised on the transfer of its Allfunds Securities pursuant to the Scheme generally would be ordinary income and an additional interest charge may apply if the Allfunds Securities have been held for more than one taxable year. United States Allfunds Shareholders should also read paragraph 2 (US Federal Taxation) of Part V (Taxation) of this Scheme Document which contains a description of certain US federal income tax consequences of the Scheme for Allfunds Shareholders that are United States persons. United States Allfunds Shareholders are urged to consult their independent professional advisers immediately regarding the tax consequences of the Acquisition applicable to them.

Forward-looking statements

This announcement (including information incorporated by reference in this announcement), oral statements made regarding the Acquisition, and other information published by Allfunds or Deutsche Börse AG contain statements that are or may be deemed to be forward-looking statements. All statements other than statements of historical facts included in this announcement may be forward-looking statements. Forward-looking statements are prospective in nature and are not based on historical facts, but rather on assumptions, expectations, valuations, targets, estimates, forecasts and projections of Allfunds or Deutsche Börse AG about future events, and are therefore subject to risks and uncertainties which could cause actual results, performance or events to differ materially from those 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 Acquisition on the Allfunds Group, the Deutsche Börse Group and the Combined Group, the expected timing and scope of the Acquisition, the potential realisation of synergies from the Acquisition and other statements other than historical facts.

Without limitation, statements preceded or followed by or that include the words "targets", "plans", "believes", "expects", "is expected", "aims", "intends", "will", "may", "shall", "could", "should", "might", "anticipates", "estimates", "projects", "is subject to", "budget", "scheduled", "forecast" or words or terms of similar substance or the negative thereof, are forward-looking statements.

These forward-looking statements speak only as of the date of this announcement. By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future,

{8}------------------------------------------------

and neither Allfunds nor Deutsche Börse AG (nor any of their respective associates or directors, officers or advisers) can guarantee the accuracy and completeness of forwardlooking statements. A number of important factors, not all of which are known to Allfunds or Deutsche Börse AG or are within their control, could cause actual results or outcomes to differ materially from those expressed in any forward-looking statement. Potential risks and uncertainties include, but are not limited to, receipt of antitrust and other regulatory approvals without unexpected delays or conditions, as well as additional factors, such as: domestic and global business and economic conditions; asset prices; market related risks such as fluctuations in interest rates and exchange rates, industry trends, competition, changes in the behaviour of other market participants, changes in government and regulation, changes in the policies and actions of governments and/or regulatory authorities (including changes related to capital, tax and tariffs), changes in political and economic stability (including exposures to terrorist activities, Eurozone instability, the Russia-Ukraine conflict, the ongoing conflict in the Middle East, disruption in business operations due to reorganisation activities, interest rate, inflation, deflation and currency fluctuations), the timing impact and other uncertainties of future or planned acquisitions or disposals or offers, the inability of the Combined Group to realise successfully any anticipated benefits or savings when the Acquisition is implemented (including changes to the board and/or employee composition of the Combined Group), the inability of the Allfunds Group to integrate successfully into the Deutsche Börse Group's operations and programmes when the Acquisition is implemented, the Combined Group incurring and/or experiencing unanticipated costs and/or delays (including IT system failures, cyber-crime, fraud and pension scheme liabilities), or difficulties relating to the Acquisition when the Acquisition is implemented. Other unknown or unpredictable factors could affect future operations and/or cause actual results to differ materially from those in the forwardlooking statements. Such forward-looking statements should therefore be construed in the light of such factors. Neither the Allfunds Group nor the Deutsche Börse Group, nor any of their respective 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. All forward-looking statements contained in this announcement are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. Readers are cautioned not to place undue reliance on these forward-looking statements. Other than in accordance with their legal or regulatory obligations, neither the Allfunds Group nor the Deutsche Börse Group is under or undertakes any obligation, and each of the foregoing 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.

No profit forecasts or estimates

No statement in this announcement is intended to be or is to be construed as a profit forecast or estimate for any period and no statement in this announcement should be interpreted to mean that earnings or earnings per share for Deutsche Börse AG or Allfunds, as appropriate, for the current or future financial years, or those of the Combined Group, would necessarily match or exceed the historical published earnings or earnings per share for Deutsche Börse AG or Allfunds, as appropriate.

Publication on website

A copy of this announcement, together with the Scheme Document, is and will be available, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, for

{9}------------------------------------------------

inspection on Allfunds' website https://allfunds.com/es/investors/financial/deutscheborse-group-offer and Deutsche Börse AG's website https://deutsche-boerse.com/dbgen/investor-relations/announcements-and-services/allfunds. For the avoidance of doubt, save as expressly referred to in this announcement, the contents of the websites referred to in this announcement are not incorporated into and do not form part of this announcement.

{10}------------------------------------------------

Appendix

Expected timetable of principal events

All times shown are London time unless otherwise stated. All dates and times are based on Allfunds' and Deutsche Börse AG's current expectations and are subject to change. If any of the dates and/or times in this expected timetable change, the revised dates and/or times will be notified to Allfunds Shareholders by announcement, with such announcement being made available on Allfunds' and Deutsche Börse AG's websites at https://allfunds.com/es/investors/financial/deutsche-borse-group-offer and https://deutsche-boerse.com/dbg-en/investor-relations/announcements-andservices/allfunds respectively.

Event Expected time/date

Publication of this document Monday 16 February 2026

Latest time for lodging Voting Instruction Forms for:

Court Meeting (BLUE form) 10.00 a.m. on Friday 6 March 2026(1)

General Meeting (WHITE form) 10.15 a.m. on Friday 6 March 2026(1)

Latest time for lodging Forms of Proxy for:

Court Meeting (BLUE form) 10.00 a.m. on Tuesday 10 March 2026(2)

General Meeting (WHITE form) 10.15 a.m. on Tuesday 10 March 2026(2)

Voting Record Time 6.00 p.m. on Tuesday 10 March 2026(3)

Court Meeting 10.00 a.m. on Thursday 12 March 2026

General Meeting 10.15 a.m. on Thursday 12 March 2026(4)

The following dates are indicative only and subject to change; please see note (5) below

Court Hearing as soon as reasonably practicable after

the satisfaction or waiver of the Conditions (other than Conditions 1 and 2(C)(i)) and, in any event, prior to the

Long Stop Date ("D")(5)

Last day of dealings in, and for registration of transfers of, Allfunds Securities D+1 Business Day(5)

Scheme Record Time 6.00 p.m. on D+1 Business Day(5)

Suspension of listing of and dealings in 7.30 a.m. on D+2 Business Days(5)

Allfunds Securities

Effective Date of the Scheme D+2 Business Days(5)

{11}------------------------------------------------

Cancellation of listing of Allfunds Securities on Euronext Amsterdam

7.30 a.m. on D+3 Business Days(5)

Issue and/or transfer out of treasury of New Deutsche Börse AG Shares

As soon as practicable after the Effective Date(5)

Admission of New Deutsche Börse AG Shares to trading on the regulated market (Regulierter Markt) of the Frankfurt Stock Exchange

As soon as practicable after the Effective Date(5)

Commencement of trading in New Deutsche Börse AG Shares on the regulated market (Regulierter Markt) of the Frankfurt Stock Exchange

As soon as practicable after the Effective Date(5)

Latest date for crediting of New Deutsche Börse AG Shares to Allfunds Shareholders' Euroclear System accounts

14 days after the Effective Date(6)

Latest date for processing of electronic transfers and crediting of Allfunds Shareholders' Euroclear System accounts for Cash Consideration

14 days after the Effective Date

Latest date by which Scheme must be implemented / Long Stop Date

21 July 2027(7)

Notes:

• (1) In order to be valid: (i) the BLUE Voting Instruction Form for the Court Meeting must be received no later than 10.00 a.m. (London time) on Friday 6 March (or, if the Court Meeting is adjourned, 96 hours (excluding non-working days) before the time fixed for the adjourned Meeting); and (ii) the WHITE Form of Proxy must be received no later than 10.15 a.m. (London time) on Friday 6 March (or, if the General Meeting is adjourned, 96 hours (excluding non-working days) before the time fixed for the adjourned Meeting). Please see "Action to be taken" on pages 12 to 14 of the Scheme Document.
• (2) The BLUE Form of Proxy for the Court Meeting, if not received by the time stated above (or, if the Court Meeting is adjourned, 48 hours (excluding non-working days) before the adjourned Court Meeting), may be handed to a representative of the Meetings Agent, on behalf of the Chair of the Court Meeting, or to the Chair of the Court Meeting, before the start of that Meeting. However, in order to be valid, the WHITE Form of Proxy must be received no later than 10.15 a.m. (London time) on Tuesday 10 March (or, if the General Meeting is adjourned, 48 hours (excluding non-working days) before the time fixed for the adjourned Meeting). Please see "Action to be taken" on pages 12 to 14 of the Scheme Document.
• (3) If either the Court Meeting or the General Meeting is adjourned, the Voting Record Time for the relevant adjourned Meeting will be 6.00 p.m. on the date which is two days (excluding non-working days) before the date set for such adjourned Meeting.
• (4) To commence at 10.15 a.m. or as soon thereafter as the Court Meeting shall have concluded or adjourned.
• (5) These times and dates are indicative only and will depend on, among other things, the dates upon which: (i) the Conditions are satisfied or (where applicable) waived; (ii) the Court sanctions the Scheme; (iii) the Scheme Court Order sanctioning the Scheme is delivered to the Registrar of Companies; (iv) the German Commercial Register registering the Scheme Capital Increase (unless the New Deutsche Börse AG Shares are

{12}------------------------------------------------

exclusively transferred out of treasury); and (v) the Frankfurt Stock Exchange admitting the New Deutsche Börse AG Shares to trading. If the expected date of the Court Hearing is changed, Allfunds will give adequate notice of the changes by issuing an announcement through a regulatory information service.

• (6) If an Allfunds Registered Shareholder fails to provide the Exchange Agent with appropriate Euroclear System account details in sufficient time ahead of the Effective Date, the Exchange Agent will receive and hold such Allfunds Registered Shareholder's New Deutsche Börse AG Shares on behalf of the Allfunds Registered Shareholder, as nominee for the benefit of the Allfunds Registered Shareholder, pending receipt of such appropriate account details.
• (7) The latest date by which the Scheme must be implemented may be extended by agreement between Allfunds and Deutsche Börse AG or extended in accordance with the BCA and, in each case, (if required) with the approval of the Court.