LCH.Clearnet and Euronext announce repurchase by LCH.Clearnet of shares held by Euronext to more closely align customer and shareholder interests

London and Amsterdam, 12 March 2007

1. Introduction

   The Boards of directors of LCH.Clearnet Group Limited ("LCH.Clearnet") and Euronext N.V. (together with its associated companies “Euronext”) announce that they have reached agreement regarding the repurchase of the majority of the shares of LCH.Clearnet held by Euronext, its largest shareholder. The key terms of this repurchase (the "Proposals") include:

   • The early redemption of the redeemable convertible preference shares (“RCPSs”) of LCH.Clearnet (redeemable in December 2008 under their existing terms) held by Euronext at their redemption value of approximately €199 million plus accrued but unpaid dividends.

   • The subsequent repurchase by LCH.Clearnet of 26,183,362 of the ordinary shares of LCH.Clearnet held by Euronext (the “Buy Back”), to be effected at a price of €10 per ordinary share, the value at which the shares were issued at the time of the LCH/Clearnet merger in 2003. Euronext will retain a 5% holding in the outstanding Ordinary Shares of LCH.Clearnet after this Buy Back is completed at which time it will retain one of its existing four Board seats. The Buy Back is expected to be implemented in two tranches, subject to the availability of appropriate capital resources to LCH.Clearnet. The first tranche of the Buy Back is expected to be completed in 2007 following an extraordinary shareholder meeting of LCH.Clearnet shareholders and a capital reduction, and the second tranche is expected to be completed in 2008.

   The LCH.Clearnet Board considers that this repurchase is an opportunity for LCH.Clearnet’s customer and shareholder interests to be more closely aligned and LCH.Clearnet will, as a result, be better positioned to respond to on-going challenges and developments in the clearing sector. At the completion of the Buy Back, users will hold 73.3% of the outstanding Ordinary Shares.

   The repurchase remains subject, among other things, to approval by LCH.Clearnet’s shareholders, to the successful completion of the issue of new Tier 1 preferred securities (the “Tier 1 Securities”) by LCH.Clearnet and to regulatory and other appropriate consents. LCH.Clearnet intends to commence the marketing of the Tier 1 Securities shortly and further details of the Tier 1 Securities will be published in due course.

   Commenting on the proposals, A. Chris Tupker - LCH.Clearnet Group Chairman, said:

   "In an increasingly competitive environment, the Board concluded that the best way for LCH.Clearnet to overcome the challenges to its revenue streams was to cut tariffs dramatically. As such a move would be inconsistent with the focus on returns of LCH.Clearnet’s 41.5% shareholder Euronext, the Proposals seek to accelerate the redemption of the RCPSs and to buy back a large part of the ordinary share capital that Euronext holds in LCH.Clearnet. Having reached agreement with Euronext, the greater alignment between our shareholder and user communities that arises from these Proposals will support a strategy of continuing tariff reductions and, in due course, significant member rebates and allow LCH.Clearnet more effectively to meet the needs of users and shareholders."

2. Background to and rationale for the repurchase

   The LCH.Clearnet Board believes that a number of recent and potential developments in the exchange and clearing markets may pose significant threats to its clearing volumes and revenue streams. These include “clearing-driven” mergers between exchanges, new or potential new entrants in its market space and the development of alternative trading platforms which may attract liquidity from LCH.Clearnet’s customers. At the same time, regulatory changes including MiFID and Basel II and increasing scrutiny by competition authorities of the sector in which LCH.Clearnet operates pose additional business challenges.

   To continue to prosper as an organisation, the LCH.Clearnet Board considers that the Group must seek to minimise or remove the incentive for disintermediation, whatever its source, and that this is best achieved by adjusting its operating model to focus more clearly on delivering benefits to users, in particular by providing an immediate financial benefit to users in the form of substantially lower fees rather than future rebates, or dividends to shareholders of whom users form a significant part. In order to implement considerably lower tariffs and promote the longer term success of the company, the LCH.Clearnet Board considers that it is necessary to reduce the shareholding of its largest “returnsfocused” shareholder, Euronext.

3. Redemption of RCPSs

   The RCPSs currently comprise 16.1% of LCH.Clearnet's issued share capital and will be redeemed at par together with any accrued dividend at the date of redemption. Under the company's articles of association, redemption is scheduled for December 2008. However, LCH.Clearnet now proposes that redemption of the RCPSs takes place as soon as practicable after the requisite approvals have been obtained. The redemption will be financed from existing internal capital resources of LCH.Clearnet.

4. Buy Back of Ordinary Shares

   LCH.Clearnet has agreed principal terms with Euronext for the Buy Back (subject to requisite approvals) of 26,183,362 of the Ordinary Shares of LCH.Clearnet held by Euronext. The Buy Back will be effected at a price of €10 per Ordinary Share, the value at which the shares were issued at the time of the LCH/Clearnet merger in 2003. Euronext will retain a 5% holding in the outstanding Ordinary Shares of LCH.Clearnet after the Buy Back is completed.

   The Buy Back is expected to be implemented in two tranches, subject to the availability of appropriate capital resources to LCH.Clearnet. LCH.Clearnet expects that the proceeds of the issuance of Tier 1 Securities will be used to repurchase approximately 20,000,000 Ordinary Shares during the third quarter of 2007. It is expected that the remainder of the Ordinary Shares to be repurchased under the agreement with Euronext would be repurchased during 2008 using retained earnings of the company. LCH.Clearnet has agreed that it will not pay user rebates or dividends on its Ordinary Shares prior to the completion in full of the Buy Back.

   The contract governing the terms of the Buy Back is subject to the approval of LCH.Clearnet shareholders at an extraordinary shareholder meeting and is expected to be executed after approval is obtained at such a meeting.

5. Reduction of Capital

   As an element of the Proposals to redeem the RCPSs early and implement the Buy Back, LCH.Clearnet proposes to implement a Court-sanctioned reduction of its share capital to create sufficient distributable reserves to implement the Proposals (the "Reduction"). The Reduction will require approval by LCH.Clearnet’s shareholders.

6. Adjustment of business plan to ensure competitive positioning

   To address competitive pressures, LCH.Clearnet management expect to introduce tariff reductions commencing in 2007 and aggregating to an average of 30% of annual net revenues by 2009. The payment of user rebates will be postponed until the completion of implementation of the Proposals and thereafter the Board will determine the annual user rebate. Further details of proposed adjustments to LCH.Clearnet’s business plan will be published in a circular to shareholders in respect of an extraordinary general meeting of the company in due course.

7. Shareholder benefits

   To meet previous commitments and to provide benefits for all shareholders, the Board of LCH.Clearnet proposes, following completion of implementation of the Proposals, to pay 50% of retained earnings generated each year as a dividend commencing with effect from 2009 in respect of the 2008 financial year and to introduce a share buyback programme for other shareholders, targeting 2% of share capital per annum, which will also commence in 2009.

8. Approval of the Proposals

   The directors of LCH.Clearnet, excluding the Euronext-appointed directors referred to in paragraph 11 below who have not taken part in the Board’s decisions relating to the repurchase due to Euronext Shareholders’ interest in the Proposals, (the "Recommending Directors") believe that the Proposals are in the best interests of LCH.Clearnet as the reduced influence of the largest “returns-focused” shareholder will allow LCH.Clearnet to better align the interests of shareholders and users and to address increasing competitive pressures.

   LCH.Clearnet intends to seek the approval of both its shareholders and the Court in respect of the Proposals. Approval of its shareholders will be sought at an extraordinary meeting of the company in respect of the early redemption of the RCPSs and the repurchase of certain Ordinary Shares held by Euronext. Accordingly, it is expected that a circular will be posted to shareholders following the issue of the Tier 1 Securities with a view to an extraordinary shareholder meeting taking place during June. It is expected that the annual general meeting will be held on the same day as the extraordinary shareholder meeting.

   Subject to receipt of the requisite approvals, the early redemption of the RCPSs and the repurchase of an initial tranche of the Ordinary Shares held by Euronext will be implemented as soon as reasonably practicable following the annual general meeting.

   The Proposals necessitate certain amendments to LCH.Clearnet's articles of association, including changes to the redemption terms of the RCPSs, which must be approved by a special resolution of LCH.Clearnet shareholders and separate extraordinary resolutions of Ordinary Shareholders and holders of RCPSs.

   The Euronext Shareholders have already passed the extraordinary resolution of RCPS holders by way of a written resolution and have undertaken to vote in favour of the other resolutions to be proposed. The approval of Ordinary Shareholders to the Proposals will be sought at a separate class meeting of Ordinary Shareholders. The circular to be despatched to LCH.Clearnet shareholders will set out further details of the Proposals and contain notices of shareholder meetings and related forms of proxy and appointment of corporate representative.

9. Other

   LCH.Clearnet has also announced today the publication of its 2006 results and annual report, as detailed in a separate announcement.

10. Euronext to vote in favour of the Proposal

    Euronext has undertaken to vote in favour of the Proposals at the meeting of all shareholders of LCH.Clearnet and at the separate class meeting of Ordinary Shareholders. As stated above, Euronext has already passed the necessary extraordinary resolution of the class of holders of RCPSs.

11. Recommendation

    Dominique Hoenn, Olivier Lefebvre, Clara Furse (CEO of London Stock Exchange plc) and Jean-François Théodore, as directors appointed by Euronext N.V., have not taken part in the Board's decisions relating to the Proposals due to the interest of Euronext Shareholders in the Proposals.

    The Recommending Directors have been advised by Merrill Lynch International that the financial terms of the proposed Buy Back are fair and reasonable so far as the shareholders of LCH.Clearnet, other than Euronext, are concerned. Accordingly, the Recommending Directors intend unanimously to recommend to LCH.Clearnet shareholders that they vote in favour of the Proposals.

12. Contacts

    LCH.Clearnet	Michael March - Director of Corporate Communications +44 (0)20 7426 7234
    Merrill Lynch	Richard Slimmon - Managing Director +44 (0)20 7628 1000
    Quiller Consultants	Peter Barnes +44 (0)20 7233 9444
    Euronext	Antoinette Darpy +33 (1) 4927 5375

Editors Notes

LCH.Clearnet is the leading independent central counterparty (CCP) group in Europe, serving major international exchanges and platforms, equity, exchange-traded derivatives, energy, interbank interest rate swaps markets and the majority of the Euro-denominated and sterling bond and repo markets.

LCH.Clearnet is currently owned 45.1% by exchanges, 45.1% by users, with the balance being held by Euroclear. Following the reduction of Euronext's holding in LCH.Clearnet, LCH.Clearnet is expected to be owned substantially by users, with the balance being held by exchanges (including Euronext) and Euroclear. With extensive governance rights for users and trading platforms, LCH.Clearnet is committed to operating under strict principles of non-discrimination across its customer base.

Accessing the widest range of CCP services in the world, LCH.Clearnet users will increasingly benefit from the consolidation of this broad range of markets and instruments, improving returns and freeing up capital for other activities.

Merrill Lynch International is acting for LCH.Clearnet and no one else in connection with the matters described in this announcement and will not be responsible to anyone other than LCH.Clearnet for providing the protections offered to clients of Merrill Lynch International or for providing advice in relation to the matters described in this announcement.

In connection with the issue of the Tier 1 Securities, HSBC Bank plc or any person acting for it may over-allot Tier 1 Securities (provided that the aggregate principal amount of Tier 1 Securities allotted does not exceed 105 per cent. of the aggregate principal amount of the Tier 1 Securities) or effect transactions with a view to supporting the market price of the Tier 1 Securities at a level higher than that which might otherwise prevail. However, there is no assurance that HSBC Bank plc or any person acting for it will undertake stabilisation action. Any stabilisation action may begin on or after the date on which adequate public disclosure of the terms of the Offer is made and, if begun, may be ended at any time, but it must end no later than the earlier of 30 days after the closing date specified in the prospectus published in connection with the Offer and 60 days after the date of the allotment of the Tier 1 Securities.

HSBC Bank plc is acting for LCH.Clearnet and no one else in connection with the matters described in this announcement and will not be responsible to anyone other than LCH.Clearnet for providing the protections offered to clients of HSBC Bank plc or for providing advice in relation to the matters described in this announcement.

This announcement contains forward-looking statements based on LCH.Clearnet's current understandings, expectations or beliefs. Such forward-looking statements are not guarantees of future performance and should be read with caution as they are subject to certain general risks, such as market risks (volume and value of trading), systemic risks, internalisation of clearing and netting by market participants, competition from other central counterparty and clearing houses, regulatory, legislative or tax changes, price competition, general economic conditions and litigation and specific risks, such as the achievement of synergies, employee changes, integration issues, IT project delivery, IT functioning and retention of key customers and other uncertainties that could cause actual results to differ materially from the statements. Other estimates and hypothetical assumptions made in this announcement are inherently subject to significant business, economic and competitive uncertainties and contingencies. All of such risks, estimates and assumptions are difficult to predict and many are beyond LCH.Clearnet's control. Accordingly, there can be no assurance that the assumptions made in preparing this announcement will prove accurate and actual results may be materially greater or lesser than those contained in this announcement. LCH.Clearnet does not undertake or have any obligation to provide updates or to revise forward-looking statements.

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