London Stock Exchange Group PLC — Proxy Solicitation & Information Statement 2012

Mar 16, 2012

			A m uc rm ou pr ap kh w il 2 of fo au
General Meeting Form of Proxy	London Stock Exchange Group plc (the "Company")		P ill 01 r y s ro be 2 De ou xy a ple tte r g rin
Voting ID	Task ID	Shareholder Reference Number	as ge uid nd e r L ing an br LP ce th ing is , 6 e th o 5 G is en n Fle ca th er et e rd al S re w M tre ve ith ee et rs y tin e , L ou
CREST Voting Service. Chairman of the meeting or (see Note 1)		You can submit your proxy electronically at www.sharevote.co.uk using the above numbers or by using the I/We, the undersigned, being a member/members of London Stock Exchange Group plc, hereby appoint the	g of on to th do b e e n, No he EC te ld
Name of proxy:		No. of shares:	4Y s at on 1 th
		*	c HT e om of at fic
General Meeting.		as my/our proxy to attend, speak and vote for me/us and on my/our behalf at the General Meeting of the Company to be held on 3 April 2012 at 9:30 a.m., and at any adjournment(s) of the General Meeting, on the resolutions set out below (including any amendments to the resolutions) or any other business of the	ple 9: es tio 30 o n a f F of .m th re sh on e
or withheld by the proxy.		* 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 voted	fie lds
	Please indicate for each resolution how you wish your proxy to vote by marking the relevant box in black ink like this:	X
Ordinary Resolutions		VOTE FOR AGAINST WITHHELD	Notes on completion of the Form of Proxy
1. To approve the proposed acquisition of a majority interest in LCH.Clearnet 2. To authorise the Directors to take all necessary or			need not be a shareholder of the Company. in the space provided.
appropriate steps to implement the proposed acquisition of a majority interest in LCH.Clearnet			powers differently in relation to the same shares.

Unless otherwise instructed, the proxy may vote or abstain from voting as he/she thinks fit on the resolutions, amendments to resolutions or any other business at the General Meeting or any adjournment of the General Meeting.

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

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.

Signature(s)
Date

1. You may appoint one or more proxies to attend, speak and vote at the meeting instead of you. You can appoint the Chairman of the meeting or anyone else to be your proxy at the 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

General Meeting on

Shareholder Admission Card

3 April 2012

at

9:30 a.m.

• 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. • 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
• 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 7 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. • 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
• 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. 3. 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 6DA, so as to arrive not later than 12 noon on 30 March 2012 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.
• 1. 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.
• 1. Completion and return of the Form of Proxy will not prevent you from attending the meeting and voting in person if you so wish. 6. 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. 7. 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.
• 1. Only shareholders, proxies and authorised representatives of corporations which are shareholders are entitled to attend the meeting.
• 1. Any alteration to the Form of Proxy must be initialled by the person who signs it.
• 1. 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 determinations shall be final.
• 1. 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 p.m. on 30 March 2012 or, in the event that the General Meeting is adjourned, on the register of shareholders 6:00 p.m. on the day two days before the adjourned meeting(s), excluding non-working days, 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 p.m. on 30 March 2012, or in the event that the General Meeting is adjourned, 6:00 p.m. on the day two days before the adjourned meeting(s), excluding non-working days, shall be disregarded in determining the rights of any person to attend or vote at the General Meeting.
• 1. 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 proportion of votes "For" and "Against" the specified resolutions.
• 1. Any person to whom the Notice of 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.
• 1. Save as provided above, any communication with the Company in relation to the 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 6DA. No other means of communication will be accepted. In particular, you may not use any electronic address provided either in the Notice of General Meeting, the Form of Proxy or in any related documents (including the Prospectus), to communicate with the Company for any purposes other than those expressly stated.

Merrill Corporation Ltd, London 12-6035-6

Shareholder Admission Card for the General Meeting on 3 April 2012 at 9:30 a.m.

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BN996ZL Lancing Spencer Road Aspect House Equiniti Limited