London Stock Exchange Group PLC — Proxy Solicitation & Information Statement 2011

Mar 31, 2011

Annual General Meeting Form of Proxy London Stock Exchange Group plc (the "Company")				A Fo ple Pl If ais yo m rm as ap u te o e w fo re f P br ill rs r y ing ro be ' H ou xy th a all r g tte is
Voting ID CREST Voting Service.	Task ID	You can submit your proxy electronically at www.sharevote.co.uk using the above numbers or by using the	Shareholder Reference Number		, O uid ca nd ne rd ing an L w ce th on ith is e do y o An ou n n nu W th al all e , L G re en ve on er rs do al e n of M EC th ee
Chairman of the meeting or (see Note 1)		I/We, the undersigned, being member/members of London Stock Exchange Group plc, hereby appoint the			2Y tin e No g 5J
Name of proxy:		No. of shares:			to te U b s at
			*		e on 1 he c 2. ld
the Annual General Meeting.		Meeting, on the resolutions set out below (including any amendments to the resolutions) or any other business of * If the proxy being appointed by this Form of Proxy is: (i) one of multiple proxies being appointed; or (ii) is being appointed in relation to less than your full voting entitlement, please complete the asterisked box above with the number of shares to be			oo tio n n of
voted or withheld by the proxy. Ordinary Resolutions	VOTE FOR AGAINST WITHHELD	Please indicate for each resolution how you wish your proxy to vote by marking the relevant box in black ink like this: Ordinary Resolutions	X VOTE FOR AGAINST WITHHELD		th e
and Accounts		15. To elect Massimo Tononi as a Director
		16. To re-appoint PricewaterhouseCoopers LLP
Remuneration Report		as Auditors 17. To authorise the Directors			Notes on completion of the Form of Proxy
as a Director		to determine the Auditors' remuneration		Company.
as a Director		18. To renew the Directors' authority to allot shares
as a Director		19. To make political donations
		and incur political expenditure 20. To approve the adoption of
as a Director		the SAYE option scheme			to the same shares.
as a Director		Special Resolutions	VOTE FOR AGAINST WITHHELD
as a Director		21. To disapply pre-emption rights in respect of an allotment		instructed.
as a Director		of equity securities for cash 22. To grant the Directors authority
as a Director		to purchase the Company's own shares
as a Director		23. That a general meeting other than an Annual General Meeting			10. Any alteration to the Form of Proxy must be initialled by the person who signs it. determinations shall be final.
1. To receive the Annual Report 2. To declare a dividend 3. To approve the 4. To re-elect Janet Cohen 5. To re-elect Sergio Ermotti 6. To re-elect Chris Gibson-Smith 7. To re-elect Paul Heiden 8. To re-elect Gay Huey Evans 9. To re-elect Raffaele Jerusalmi 10. To elect Andrea Munari 11. To re-elect Xavier Rolet 12. To re-elect Paolo Scaroni 13. To re-elect Doug Webb as a Director 14. To re-elect Robert Webb		may be called on 14 clear days' notice

Annual General Meeting on20 July 2011 at12.00 noon Shareholder Admission Card

1. You may appoint one or more proxies to attend, speak and, on a poll, vote at the meeting instead of you. You can appoint the Chairman of the meeting or anyone else to be your proxy at the Annual General Meeting. You can also, if you wish, appoint more than one proxy provided that each proxy is appointed to exercise the rights attached to a different share or shares held by you. A proxy need not be a shareholder of the

2. To appoint the Chairman as your sole proxy in respect of all of your shares fill in any voting instructions and sign and date the Form of Proxy _ leave all other proxy appointment details blank.

3. To appoint a single proxy other than the Chairman in respect of all of your shares, delete the words "the Chairman of the meeting or (see Note 1)" and insert the name of your proxy in the space provided. • To appoint more than one proxy, you should photocopy the Form of Proxy. You must complete a separate Form of Proxy for each proxy unless you are appointing your proxies electronically in which case please refer to note 8 below. Please indicate in each case, in the box next to the proxy's name, the number of shares in relation to which you authorise them to act as your proxy. If you are appointing multiple proxies, a failure to specify the number of shares each proxy appointment relates to, or specifying a number of shares in excess of those held by the member (either on any Form of Proxy or in aggregate on multiple Forms of Proxy) on the date referred to in note 3 below, will result in the proxy appointments being invalid.
4. Any corporation which is a shareholder may appoint one or more corporate representatives who may exercise on its behalf all of its powers provided that they do not exercise their powers differently in relation
5. 1. If you sign and return the Form of Proxy but do not indicate how you wish your vote to be used, the proxy will abstain or vote on a poll on the relevant resolution at his or her discretion.

6. To be valid, the Form of Proxy must be duly completed, signed or sealed (as appropriate) and dated and, together with any power of attorney or other authority (if any) under which it is signed or a notarially certified copy thereof, must be returned to the Company's Registrars, Equiniti at Aspect House, Spencer Road, Lancing, West Sussex BN99 6ZL, so as to arrive not later than 12.00 noon on 18 July 2011 or not less than 48 hours before the time of any adjourned meeting or the taking of a poll at which the person named in the form of proxy proposes to vote. There is no need to affix a stamp if the Form of Proxy is posted within the UK. 4. In the case of a corporation, the instrument of proxy must be either under seal or under the hand of any officer or attorney duly authorised.

7. The proxy will vote (or abstain from voting) as he or she thinks fit on a poll on any resolution, any amended resolution or on any other business which may properly come before the meeting unless otherwise

8. Completion and return of the Form of Proxy will not prevent you from attending the meeting and voting in person if you so wish.

9. In the case of joint registered holders, the signature of one holder will be accepted and the vote of the senior holder who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the votes of the other joint holders. For this purpose, seniority will be determined by the order in which the names stand in the register of shareholders of the Company in respect of the relevant joint holding.

10. Shareholders may appoint proxies electronically at www.sharevote.co.uk using the Voting ID, Task ID and Shareholder Reference Number on the Form of Proxy or by using the CREST Voting Service. 9. Only shareholders, proxies and authorised representatives of corporations which are shareholders are entitled to attend the meeting.

11. The Directors of the Company will interpret any ambiguous proxy appointments. The Chairman of the meeting will, in his capacity as proxy, interpret any ambiguous voting instructions he receives. Their respective

12. The Company pursuant to Regulation 41 of the Uncertificated Securities Regulations 2001 specifies that only those shareholders registered on the register of shareholders of the Company as of 6.00 pm on 18 July 2011 or, in the event that the Annual General Meeting is adjourned, on the register of shareholders 48 hours before the time of any adjourned meeting(s), shall be entitled to attend or vote in respect of the shareholding registered in their name at the relevant time. Changes to entries on the register of shareholders after 6.00 pm on 18 July 2011, or in the event that the Annual General Meeting is adjourned, 48 hours prior to the adjourned meeting(s), shall be disregarded in determining the rights of any person to attend or vote at the Annual General Meeting.

13. The "Vote Withheld" option is provided to enable you to abstain on the specified resolutions. However, it should be noted that a "Vote Withheld" is not a vote in law and will not be counted in the calculation of the

14. Any person to whom the Notice of Annual General Meeting is sent who is a person nominated under section 146 of the Companies Act 2006 to enjoy information rights (a "Nominated Person") may, under an agreement between him/her and the member by whom he/she was nominated, have a right to be appointed (or to have someone else appointed) as a proxy for the meeting. If a Nominated Person has no such proxy appointment right or does not wish to exercise it, he/she may, under any such agreement, have a right to give instructions to the member as to the exercise of voting rights. The statement of the rights of members in relation to the appointment of proxies in note 1 above does not apply to Nominated Persons. The rights described in that paragraph can only be exercised by members of the Company.

15. If you have any questions relating to the completion of the Form of Proxy, please call the Company's Registrars on 0871 384 2544. Calls to this number cost 8p per minute from a BT landline, other providers' costs may vary. Lines are open from 8.30 am to 5.30 pm, Monday to Friday. If calling from overseas, please call the following number instead: +44 121 415 7047. This helpline cannot give any financial, legal or tax advice. 16. Save as provided above, any communication with the Company in relation to the Annual General Meeting, including in relation to proxies, should be sent to the Company's Registrars, Equiniti, at Aspect House,

Spencer Road, Lancing, West Sussex BN99 6ZL. No other means of communication will be accepted. In particular, you may not use any electronic address provided either in the Notice of Annual General Meeting, the Form of Proxy or in any related documents (including the Annual Report 2011), to communicate with the Company for any purposes other than those expressly stated.

This card should not be used for any comments, change of address or other queries. Please send separate instructions to the Company's Registrars at the address set out in note 3 to this Form of Proxy.

Please mark this box if signing on behalf of the shareholder as Attorney, Receiver, or Third Party.

to resolutions or any other business at the Annual General Meeting or any adjournment of the Annual General Meeting.

Signature(s)
Date

London EC1A 4HY 0845 0507080

Shareholder Admission Card for the Annual General Meeting on 20 July 2011 at 12.00 noon

BN99 6ZL West Sussex Lancing Spencer Road Aspect House Equiniti Limited