Results of Court Meeting and General Meeting

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

FOR IMMEDIATE RELEASE

18 May 2018

NEX Group plc("NEX" or the "Company")

Results of Court Meeting and General Meeting

NEX is pleased to announce that at the Court Meeting and General Meeting held today to consider the recommended share and cash offer for the acquisition of the entire issued and to be issued share capital of NEX by CME London Limited ("Bidco") and CME Group Inc. ("CME") (the "Acquisition") by means of a Court approved scheme of arrangement under Part 26 of the Companies Act 2006 (the "Scheme"), all resolutions were duly passed.

At the Court Meeting, the requisite majority of the NEX Scheme Shareholders, who together represented over 75% by value of votes cast, voted to approve the Scheme.

At the General Meeting, the requisite majority of the NEX Shareholders, who together represented over 75% by value of votes cast, voted to pass the Special Resolution to approve the implementation of the Scheme and to amend the NEX Articles.

Details of the resolutions passed are set out in the notices of the Court Meeting and General Meeting contained in Parts X and XI (respectively) of the scheme document published on 25 April 2018 (the "Scheme Document").

The total number of NEX Shares in issue as at the Scheme Voting Record Time was 379,735,432 carrying one vote each. As at the Scheme Voting Record Time, NEX held no ordinary shares as treasury shares. Therefore, the total voting rights in NEX as at the Scheme Voting Record Time were 379,735,432. The detailed voting results in relation to the Court Meeting and the General Meeting are summarised below.

Voting results of the Court Meeting

The results of the poll conducted at the Court Meeting held on 18 May 2018 are set out in the table below. Each NEX Scheme Shareholder, present in person or by proxy, was entitled to one vote per NEX Scheme Share held at the Scheme Voting Record Time:

Voting results of the General Meeting

The results of the poll conducted at the General Meeting held on 18 May 2018 are set out in the table below. Each NEX Scheme Shareholder, present in person or by proxy, was entitled to one vote per NEX Scheme Share held at the Scheme Voting Record Time:

*Includes discretionary votes

**A vote withheld is not a vote in law and is not counted in the calculation of the proportion of votes 'For' and 'Against' the Special Resolution.

Timetable and Effective Date

Completion of the Acquisition remains subject to the satisfaction or waiver of the remaining Conditions set out in the Scheme Document, including the Court sanctioning the Scheme at the Court hearing which is expected to be on a date in the second half of 2018 ("D"), subject to regulatory clearance. Subject to the satisfaction or, where applicable, waiver of the remaining Conditions, the Scheme is expected to become effective on D + 1 Business Day.

A copy of each of the resolutions passed at the Court Meeting and General Meeting has been submitted to the FCA and will shortly be available for inspection on the National Storage Mechanism at www.morningstar.co.uk/uk/NSM.

In accordance with Rule 26.1 of the Takeover Code, a copy of this announcement will be available on the website of NEX at www.nex.com/offer by no later than 12 noon (London time) on the Business Day following this announcement.

Terms used but not defined in this announcement have the meaning given to them in the Scheme Document.

ENDS

Enquiries:

NEX Group plc

Samantha Wren, Group CFO and COO +44 (0) 207 818 9000

Alex Dee, Head of Investor Relations

Bryony Scragg, Head of Media Relations

Citigroup Global Markets Limited (joint lead financial adviser and corporate broker to NEX)

Piers Davison +44 (0) 207 986 4000

Jan Skarbek

Peter Brown (Corporate Broking)

Evercore Group L.L.C. (joint lead financial adviser to NEX)

Jane Gladstone +1 212 857 3100

Edward Banks +44 (0) 207 653 6000

Dave Cox

Maitland (PR adviser to NEX)

Neil Bennett +44 (0) 207 379 5151

Rebecca Mitchell +44 (0) 7951 057 351

Goldman Sachs International is also acting as a financial adviser to NEX, and Merrill Lynch International is acting as corporate broker to NEX. Clifford Chance LLP are retained as legal advisers to NEX.

Important notices

Citigroup Global Markets Limited ("Citi"), which is authorised by the PRA and regulated in the United Kingdom by the FCA and the PRA, is acting as joint lead financial adviser to NEX and for no one else in connection with matters set out in this announcement and will not be responsible to anyone other than NEX for providing the protections afforded to its clients or for providing advice in relation to matters set out in this announcement.

Evercore Group L.L.C. ("Evercore LLC"), which is a securities broker-dealer registered with the SEC and subject to regulation by the SEC and the Financial Industry Regulatory Authority ("FINRA"), together with its affiliate Evercore Partners International LLP who is providing independent financial advice to the NEX Directors for the purposes of Rule 3 of the Takeover Code ("EPI LLP") (together with Evercore LLC, "Evercore"), which is authorised and regulated in the United Kingdom by the FCA, are acting as joint lead financial adviser for NEX and no one else in connection with matters set out in this announcement, and will not be responsible to anyone other than NEX for providing the protections afforded to clients of Evercore or for providing advice in relation to matters referred to in this announcement. Neither Evercore nor any of its subsidiaries, branches or affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract or in tort, under statute or otherwise) to any person who is not a client of Evercore in connection with this announcement, any statement contained therein or otherwise. Apart from the responsibilities and liabilities, if any, which may be imposed on Evercore by FSMA, or the regulatory regime established thereunder, or under the regulatory regime of any jurisdiction where exclusion of liability under the relevant regulatory regime would be illegal, void or unenforceable, neither Evercore nor any of its affiliates accepts any responsibility or liability whatsoever for the contents of this announcement, and no representation, express or implied, is made by it, or purported to be made on its behalf, in relation to the contents of this announcement, including its accuracy, completeness or verification of any other statement made or purported to be made by it, or on its behalf, in connection with NEX or the matters described in this announcement. To the fullest extent permitted by applicable law, Evercore and its affiliates accordingly disclaim all and any responsibility or liability whether arising in tort, contract or otherwise (save as referred to above) which they might otherwise have in respect of this announcement or any statement contained therein.

Goldman Sachs International, which is authorised by the PRA and regulated by the FCA and the PRA in the United Kingdom, is acting exclusively for NEX and no one else in connection with the Acquisition and will not be responsible to anyone other than NEX for providing the protections afforded to clients of Goldman Sachs International or for providing advice in connection with the Acquisition or the matters described in this announcement or any transaction or arrangement referred to herein.

Merrill Lynch International ("BofA ML") is authorised by the PRA and regulated by the FCA and the PRA in the U.K. BofA ML is acting exclusively as corporate broker to NEX and no one else in connection with the Acquisition and shall not be responsible to anyone other than NEX for providing the protections afforded to clients of BofA ML nor for providing advice in relation to such matters.

Further information

This announcement is for information purposes only and is not intended to and does not constitute or form part of any offer or invitation to purchase, otherwise acquire, subscribe for, sell, otherwise dispose of or issue, or any solicitation of any offer to sell, otherwise dispose of, issue, purchase, otherwise acquire or subscribe for, any security in any jurisdiction pursuant to the Acquisition.

This announcement does not constitute a prospectus or prospectus equivalent document.

Information for overseas shareholders

The release, publication or distribution of this announcement in jurisdictions other than the United Kingdom may be restricted by law and therefore any persons who are subject to the laws of any jurisdiction other than the United Kingdom (including Restricted Jurisdictions) should inform themselves about, and observe, any applicable legal or regulatory requirements. Any failure to comply with applicable legal or regulatory requirements of any jurisdiction may constitute a violation of securities laws in that jurisdiction. This announcement has been prepared for the purpose of complying with English law and the Takeover Code 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 jurisdictions outside England.

Unless otherwise determined by Bidco or CME or required by the Takeover Code, and permitted by applicable law and regulation, the Acquisition will not be made available, directly or indirectly, in, into or from a 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 if to do so would constitute a violation of the laws of that jurisdiction. Accordingly, copies of this document and all documents relating to the Acquisition are not being, and must not be, directly or indirectly, posted or otherwise forwarded, distributed or sent in, into or from a jurisdiction where to do so would violate the laws in that jurisdiction, and persons receiving this document and all documents relating to the Acquisition (including custodians, nominees and trustees) must not post or otherwise distribute or send them in, into or from such jurisdictions where to do so would violate the laws in that jurisdiction. Any person (including, without limitation, any custodian, nominee and trustee) who would, or otherwise intends to, or who may have a contractual or legal obligation to, forward this document and/or any other related document to any jurisdiction outside the UK should inform themselves of, and observe, any applicable legal or regulatory requirements of their jurisdiction.

The availability of the New CME Shares under the Acquisition to NEX Shareholders who are not resident in the United Kingdom may be affected by the laws of the relevant jurisdictions in which they are resident (including affecting the ability of such NEX Shareholders to vote their NEX Shares with respect to the Scheme and the Acquisition at the NEX Shareholder Meetings, or to execute and deliver Forms of Proxy appointing another to vote at the NEX Shareholder Meetings on their behalf). Persons who are not resident in the United Kingdom or who are subject to the laws and/or regulations of another jurisdiction should inform themselves of, and should observe, any applicable requirements.

Further details in relation to Overseas Shareholders are contained in the Scheme Document.

Additional information for U.S. shareholders

The Acquisition relates to the shares of a U.K. company and is being made by means of a scheme of arrangement provided for under Part 26 of the Companies Act 2006. The Acquisition, implemented by way of a scheme of arrangement, is not subject to the tender offer rules or the proxy solicitation rules under the U.S. Exchange Act. Accordingly, the Acquisition is subject to the disclosure requirements and practices applicable to a scheme of arrangement involving a target company in the U.K. listed on the London Stock Exchange, which differ from the disclosure requirements of U.S. tender offer and proxy solicitation rules. If, in the future, CME or Bidco exercises its right to implement the Acquisition by way of an Offer, subject to the terms of the Co-operation Agreement, and determines to extend the Offer into the U.S., the Acquisition will be made in compliance with applicable U.S. laws and regulations.

The New CME Shares to be issued pursuant to the Acquisition have not been registered under the U.S. Securities Act, and may not be offered or sold in the U.S. absent registration or an applicable exemption from the registration requirements of the U.S. Securities Act. The New CME Shares to be issued pursuant to the Acquisition will be issued pursuant to the exemption from registration provided by Section 3(a)(10) under the U.S. Securities Act. If, in the future, CME or Bidco exercises its right to implement the Acquisition by way of an Offer, subject to the terms of the Co-operation Agreement, or otherwise in a manner that is not exempt from the registration requirements of the U.S. Securities Act, it will file a registration statement with the SEC that will contain a prospectus with respect to the issuance of New CME Shares. In this event, NEX Shareholders and NEX ADR Holders are urged to read these documents and any other relevant documents filed with the SEC, as well as any amendments or supplements to those documents, because they will contain important information, and such documents will be available free of charge at the SEC's website at www.sec.gov or by directing a request to CME's contact for enquiries identified above.

Neither the SEC nor any U.S. state securities commission has approved or disapproved of the New CME Shares to be issued in connection with the Acquisition or determined if this announcement is accurate or complete. Any representation to the contrary is a criminal offence in the U.S.

It may be difficult for U.S. NEX Shareholders and NEX ADR Holders to enforce their rights and any claim arising out of the U.S. federal securities laws, because NEX is located in a non-U.S. country, and some or all of its officers and directors are residents of a non-U.S. country. U.S. NEX Shareholders and NEX ADR Holders may not be able to sue a non-U.S. company or its officers or directors in a non-U.S. court for violations of the U.S. securities laws. Further, it may be difficult to compel a non-U.S. company and its affiliates to subject themselves to a U.S. court's judgment.

U.S. NEX Shareholders and NEX ADR Holders also should be aware that the transaction contemplated herein may have tax consequences in the U.S. and that such consequences, if any, are not described herein. U.S. NEX Shareholders and NEX ADR Holders are urged to consult with legal, tax and financial advisers in connection with making a decision regarding this transaction.

Rounding

Certain figures included in this announcement may have been subjected to rounding adjustments.

Accordingly, figures shown for the same category presented in different tables may vary slightly and figures shown as totals in certain tables may not be an arithmetic aggregation of the figures that precede them.

Disclosure requirements of the Takeover Code

Under Rule 8.3(a) of the Takeover Code, any person who is interested in one per cent. or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the Offer Period and, if later, following the announcement in which any securities exchange offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 p.m. (London time) on the 10th Business Day following the commencement of the Offer Period and, if appropriate, by no later than 3.30 p.m. (London time) on the 10th Business Day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Takeover Code, any person who is, or becomes, interested in 1% or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s), save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (London time) on the Business Day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4 of the Takeover Code). Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. You should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

Publication on website

A copy of this announcement will be made available, subject to certain restrictions relating to persons resident in, or subject to the laws and/or regulations, of any Restricted Jurisdiction or resident in any jurisdiction where the extension or availability of the Acquisition would breach any applicable law, on NEX's website at www.nex.com/offer, by no later than 12.00 noon (London time) on the date following publication of this announcement. For the avoidance of doubt, neither the contents of that website nor the contents of any website accessible from hyperlinks on that website (or any other websites referred to in this announcement) are incorporated into, or form part of, this announcement.

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 advice immediately from your stockbroker, bank manager, solicitor, accountant or independent financial adviser duly authorised under the Financial Services and Markets Act 2000 (as amended) if you are resident in the United Kingdom or, if not, from another appropriately authorised independent financial adviser.

You may, subject to applicable securities laws, request a hard copy of this announcement (and any information incorporated into it by reference to another source) by contacting NEX's registrars, Link Asset Services at The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU or the NEX Shareholder Helpline on +44 371 664 0565 with an address to which the hard copy may be sent. Lines are open Monday to Friday (except U.K. public holidays) between 9.00 a.m. and 5.30 p.m. Calls will be charged at the standard geographic rates and will vary by provider. Calls from outside the U.K. will be charged at applicable international rates. Different charges may apply to calls from mobile telephones and calls may be recorded and randomly monitored for security and training purposes. You may, subject to applicable securities laws, also request that all future documents, announcements and information to be sent to you in relation to the Acquisition should be in hard copy form.

A hard copy of such documents (including this announcement), announcement or information will not be sent to you unless so requested. Restrictions may apply to persons resident in certain jurisdictions. Please note that the NEX Shareholder Helpline operators cannot provide advice on the merits of the Scheme or the Acquisition or give any financial, legal, investment or tax advice.

Please be aware that addresses, electronic addresses and certain information provided by NEX Shareholders, persons with information rights and other relevant persons for the receipt of communications from NEX may be provided to CME and/or Bidco during the Offer Period as requested under section 4 of Appendix 4 to the Takeover Code.