Hong Kong Exchanges and Clearing Limited — M&A Activity 2012

Dec 5, 2012

Pursuant to Chapter 38 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, the Securities and Futures Commission regulates Hong Kong Exchanges and Clearing Limited in relation to the listing of its shares on The Stock Exchange of Hong Kong Limited. The Securities and Futures Commission takes no responsibility for the contents of this announcement, makes no representation as to its accuracy or completeness, and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.

Not for release, publication or distribution in whole or in part in, into or from any jurisdiction where to do so would constitute a violation of the relevant laws of that jurisdiction.

(Incorporated in Hong Kong with limited liability)

(Stock Code: 388)

ANNOUNCEMENT

The High Court of Justice in England and Wales has sanctioned the scheme of arrangement in relation to the Acquisition and confirmed the capital reduction of LMEH. It is expected that completion of the Acquisition will take place on 6 December 2012 after the delivery of the relevant Court orders to the Registrar of Companies for England and Wales.

References are made to the announcements made on 15 June, 9 July, 25 July and 29 November 2012 (collectively the “Announcements”) by the Board of Directors (“Board”) of Hong Kong Exchanges and Clearing Limited (“HKEx”) in connection with the terms of a recommended acquisition for cash of the entire issued ordinary share capital of LME Holdings Limited (“LMEH”) by HKEx’s indirect wholly-owned subsidiary, HKEx Investment (UK) Limited, by way of a scheme of arrangement and a capital reduction to be effected under the Companies Act.

Unless the context otherwise requires, terms used in this announcement shall have the same meanings as those defined in the Announcements.

Court sanctions the Scheme and confirms the Capital Reduction

The Board is pleased to announce that earlier today the High Court of Justice in England and Wales sanctioned the Scheme without modification and confirmed the Capital Reduction forming part of the Scheme.

It is expected that the Scheme will become effective on 6 December 2012 after the delivery of office copies of the Scheme Court Order and the Reduction Court Order to the Registrar of Companies for England and Wales (“the Registrar”), and the Reduction Court Order being registered by the Registrar, at which time completion of the Acquisition will take place. Following completion of the Acquisition, cheques for the payment of the offer price for LMEH will be despatched to LMEH Ordinary Shareholders within 14 days after 6 December 2012 in accordance with the terms of the Scheme, i.e. on or before 20 December 2012.

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Potential investors and HKEx’s shareholders should exercise caution when investing or dealing in HKEx’s shares.

By Order of the Board Hong Kong Exchanges and Clearing Limited Joseph Mau Company Secretary

Hong Kong, 5 December 2012

As at the date of this announcement, the Board comprises 12 Independent Non-executive Directors, namely, Mr CHOW Chung Kong (Chairman), Mr Ronald Joseph ARCULLI, Mr CHAN Tze Ching, Ignatius, Mr Timothy George FRESHWATER, Mr John Barrie HARRISON, Mr HUI Chiu Chung, Stephen, Dr KWOK Chi Piu, Bill, Mr LEE Kwan Ho, Vincent Marshall, Mr LEE Tze Hau, Michael, Mr John Estmond STRICKLAND, Mr John Mackay McCulloch WILLIAMSON and Mr WONG Sai Hung, Oscar, and one Executive Director, Mr LI Xiaojia, Charles, who is also HKEx’s Chief Executive.

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