A Superior Alternative for Global Markets:

Growth, Competition and Stockholder Value

NASDAQ OMX & ICE Proposal to Acquire NYSE Euronext

May 9, 2011

Filed by The NASDAQ OMX Group, Inc.

Pursuant to Rule 425 under the Securities Act of 1933

and deemed filed pursuant to Rule 14a-12

under the Securities Exchange Act of 1934

Subject Company: NYSE Euronext

Commission File No.: 001-33392

2

Disclaimer

Forward-Looking Statements

Information set forth in this communication contains forward-looking statements that involve a number of risks and uncertainties. NASDAQ OMX and ICE caution readers that any forward-looking

information is not a guarantee of future performance and that actual results could differ materially from those contained in the forward-looking information. Such forward-looking statements include,

but are not limited to (i) projections about future financial results, growth, trading volumes, tax benefits and achievement of synergy targets, (ii) statements about the implementation dates and

benefits of certain strategic initiatives, (iii) statements about integrations of recent acquisitions, and (iv) other statements that are not historical facts. Forward-looking statements involve a number

of risks, uncertainties or other factors beyond NASDAQ OMX’s and ICE’s control. These factors include, but are not limited to, NASDAQ OMX’s and ICE’s ability to implement its strategic

initiatives, economic, political and market conditions and fluctuations, government and industry regulation, interest rate risk, U.S. and global competition, and other factors detailed in each of

NASDAQ OMX’s and ICE’s filings with the U.S. Securities and Exchange Commission (the “SEC”), including (i) NASDAQ OMX’s annual reports on Form 10-K and quarterly reports on Form 10-Q

that are available on NASDAQ OMX’s website at http://nasdaqomx.com and (ii) ICE’s annual reports on Form 10-K and quarterly reports on Form 10-Q that are available on ICE’s website at

http://theice.com. NASDAQ OMX’s and ICE’s filings are also available on the SEC website at www.sec.gov. Risks and uncertainties relating to the proposed transaction include: NASDAQ OMX,

ICE and NYSE Euronext will not enter into any definitive agreement with respect to the proposed transaction; required regulatory approvals and financing commitments will not be obtained on

satisfactory terms and in a timely manner, if at all; the proposed transaction will not be consummated; the anticipated benefits of the proposed transaction will not be realized; and the integration of

NYSE Euronext’s operations with those of NASDAQ OMX or ICE will be materially delayed or will be more costly or difficult than expected.  NASDAQ OMX and ICE undertake no obligation to

publicly update any forward-looking statement, whether as a result of new information, future events or otherwise.

Important Information About the Proposed Transaction and Where to Find It:

Subject to future developments, additional documents regarding the transaction may be filed with the SEC.  This material is for informational purposes only and does not constitute an offer to

exchange, or a solicitation of an offer to exchange, shares of common stock of NYSE Euronext. 

This material is not a substitute for the tender offer statement, registration statements, offer to exchange/prospectuses and other documents that are intended to be filed with the SEC by NASDAQ

OMX, ICE and their affiliates regarding an exchange offer for shares of common stock of NYSE Euronext.  Nor is this material a substitute for the joint proxy statement/prospectus or any other

documents NASDAQ OMX, ICE and NYSE Euronext would file with the SEC.  Such documents, however, are not currently available.  INVESTORS ARE URGED TO CAREFULLY READ THE

TENDER OFFER STATEMENT, REGISTRATION STATEMENTS, OFFER TO EXCHANGE/PROSPECTUSES AND OTHER EXCHANGE OFFER DOCUMENTS NASDAQ OMX, ICE AND

THEIR AFFILIATES WILL FILE WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS THERETO, WHEN THEY BECOME AVAILABLE, AND THE PROXY

STATEMENT/PROSPECTUS REGARDING THE PROPOSED TRANSACTION AND ANY OTHER DOCUMENTS NASDAQ OMX, ICE AND NYSE EURONEXT WOULD FILE WITH THE SEC, IF

AND WHEN THEY BECOME AVAILABLE, BECAUSE SUCH DOCUMENTS WILL CONTAIN IMPORTANT INFORMATION.  All such documents, when filed, are available free of charge at the

SEC’s website (http://www.sec.gov) or by directing a request, in the case of NASDAQ OMX’s filings, to NASDAQ OMX at One Liberty Plaza, New York, New York 10006, Attention: Investor

Relations or, in the case of ICE’s filings, to ICE, at 2100 RiverEdge Parkway, Suite 500, Atlanta, Georgia, 30328, Attention: Investor Relations; or by emailing a request to ir@theice.com.

This communication shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation

or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the

requirements of Section 10 of the U.S. Securities Act of 1933, as amended.

Participants in the Solicitation:

NASDAQ OMX, ICE, and their respective directors, executive officers and other employees may be deemed to be participants in the solicitation of proxies in respect of the proposed transaction.

You can find information about NASDAQ OMX and NASDAQ OMX’s directors and executive officers in NASDAQ OMX’s Annual Report on Form 10-K, filed with the SEC on February 24, 2011,

and in NASDAQ OMX’s proxy statement for its 2011 annual meeting of stockholders, filed with the SEC on April 15, 2011.

You can find information about ICE and ICE’s directors and executive officers in ICE’s Annual Report on Form 10-K, filed with the SEC on February 9, 2011, and in ICE’s proxy statement for its

2011 annual meeting of stockholders, filed with the SEC on April 1, 2011.

Additional information about the interests of potential participants will be included in the joint prospectus/proxy statement, if and when it becomes available, and the other relevant documents filed

with the SEC.

Non-GAAP Information

In addition to disclosing results determined in accordance with GAAP, NASDAQ OMX also discloses certain non-GAAP results of operations, including net income attributable to NASDAQ OMX,

diluted earnings per share, operating expenses, and operating income that make certain adjustments or exclude certain charges and gains that are described in the reconciliation table of GAAP to

non-GAAP information provided at the end of this release. Management believes that this non-GAAP information provides investors with additional information to assess NASDAQ OMX's

operating performance by making certain adjustments or excluding costs or gains and assists investors in comparing our operating performance to prior periods. Management uses this non-GAAP

information, along with GAAP information, in evaluating its historical operating performance.  The non-GAAP information is not prepared in accordance with GAAP and may not be comparable to

non-GAAP information used by other companies. The non-GAAP information should not be viewed as a substitute for, or superior to, other data prepared in accordance with GAAP.

3

Strengthens European equity markets by creating a new,

truly pan-European equity trading platform

Creates major new force in European derivatives which will

significantly enhance competition

Invigorates market and technology innovation throughout

equities and derivatives markets

Secures Paris and London as premier International financial

hubs

Greater benefits to all stakeholders and more responsive to global market structure

evolution

Compelling & Superior Proposal -

$41.95 Per Share

$41.95 per share offer represents greater value for NYX

stockholders

–

11%

premium

to

Deutsche

Börse

offer

(1)

Opportunity to participate in value creation through

$740mm

in

combined

synergies

2

and

enhanced

growth

prospects

Greater immediate value through cash component and

longer term through NASDAQ OMX and ICE stock

Creates more diversified and efficient platforms in core

markets

Significant value creation for both stockholder bases

from revenue and expense synergies

Meaningful earnings accretion

Europe

US

Creates deeper liquidity pools, better price discovery for

investors and greater market efficiencies in US cash

equities and equity options

Provides greater flexibility to invest in ongoing innovation

and platform enhancements with increased scale

Solidifies US leadership in global capital markets

Enhances customer benefits by providing consolidated view

of fragmented marketplace

NYSE EURONEXT STOCKHOLDERS

NASDAQ OMX AND ICE STOCKHOLDERS

INVESTORS, ISSUERS AND OTHER MARKET PARTICIPANTS

Note: Synergy assumptions subject to due diligence.

(1) Based on Deutsche Börse closing price of €56..23 and $ / € exchange rate of 1.4322 as of May 6, 2011.  (2) Reflects combined NASDAQ OMX and ICE synergies

4

The NASDAQ OMX and ICE have submitted a joint proposal to acquire NYSE Euronext

for

$13.3

billion

in

aggregate

value

1

Transaction Overview

Liffe

Equity Derivatives

NYSE Liffe US

New York Portfolio Clearing

Clearing

US Cash Trading

European Cash Trading

US Listings

European Listings

US Options

Transaction Services

Data Services

Infrastructure Services

Acquired by

$4,698 mm in ICE stock

$1,650 mm in cash

$6,348 mm total

Acquired by

$2,784 mm in NDAQ stock

$2,121 mm in cash

$2,074 mm in assumed NYX debt

$6,979 mm total

NYSE Euronext

DERIVATIVES

CASH TRADING & LISTINGS /

US OPTIONS

INFORMATION SERVICES &

TECHNOLOGY SOLUTIONS

(1) As of March 31, 2011.

5

Proposed Transaction Summary

STRUCTURE

CONSIDERATION

IMPLIED NYX PRICE

PER SHARE

PREMIUM TO:

–

CLOSE 3/31/11

–

CURRENT DEUTSCHE  

BÖRSE OFFER

–

UNAFFECTED NYX PRICE

(2/8/11)

NASDAQ OMX to acquire 100% of the outstanding shares of NYSE Euronext (NYX)

NASDAQ OMX to retain NYSE Euronext Cash Trading & Listings, US Options and

Information Services & Technology Solutions businesses

In a contemporaneous transaction, ICE to acquire NYSE Liffe including Liffe US and NYPC

0.4069 shares of NDAQ stock per NYX share

0.1436 shares of ICE stock per NYX share

$14.24 in cash per NYX share

Represents 66% in NDAQ / ICE stock and 34% in cash

$41.95

21%

11%

27%

ANTICIPATED CLOSING

Q4 2011, subject to government, regulatory and NYSE Euronext, NASDAQ OMX and ICE

stockholder approvals

6

The NASDAQ OMX and ICE proposal provides greater value, certainty and long-term

benefits for all stakeholders

Transaction Comparison

NASDAQ OMX and ICE Offer

Deutsche Börse Offer

REGULATORY

MANAGEMENT /

GOVERNANCE

MARKET EFFICIENCIES

Creates new pan-European equity trading platform

with locally-governed exchanges with the ability to

effectively compete and innovate

Creates a new force in European derivatives which

will enhance competition

Credible management teams with proven ability to

integrate businesses and realize synergies

More balanced approach to governance

Strategically responsive to evolving market dynamics

Greater benefits for customers and investors

Reduces fragmentation of US equity markets

Common clearing technology used in European

derivatives

Reduces competition in European equity and

derivatives markets

Higher stockholder approval  (75% of Deutsche Börse

shares must be tendered)

High transaction break-up fee

Significant implications for Paris and London markets

Consolidations by Deutsche Börse and NYSE

Euronext have resulted in write downs of over $2.5

billion in the last three years

Continued fragmentation of US equity market

Increased execution risk complexities

STOCKHOLDER VALUE

Greater absolute value -

$41.95 per share

Proposal represents a 11% premium to the Deutsche

Börse offer

(1)

Stronger potential upside given superior growth

prospects and significant, realizable combined 

synergies of $740 million

annually

Lower absolute value

Lower premium for NYX stockholders

Less certain long-term prospects

Only $583 million of total annual expense synergies

and  $133 million in annual revenue synergies

Lower probability of synergy realization

BRANDING

Combines to form NASDAQ NYSE Euronext

No name chosen

(1) Based on Deutsche Börse closing price of €56.23 and $ / € exchange rate of 1.4322 as of May 6, 2011.; (2) Subject to due diligence.  

2

7

Key Stockholders Issues

A Superior Proposal is available to stockholders, reflecting a 11% premium or $1.1 billion of additional value (as of

5/6/2011)

The

actions

of

the

NYSE

Euronext

Board

hide

behind

Delaware

case

law,

rather

than

align

with

the

interests

of

its

stockholders

Antitrust risks exist in both transactions, though only NASDAQ OMX and ICE included a reverse break-up fee.  For

the NYSE Euronext / Deutsche Börse (DB) transaction, NYSE Euronext stockholders are still required to vote before

antitrust approvals or conditions are determined

HSR review of proposal is underway and NASDAQ OMX and ICE have received and are responding to a Second

Request for information in connection with NASDAQ OMX’s filing

The Deutsche Börse agreement allows for discussions and due diligence to occur in the event NYSE Euronext

receives a proposal that may possibly be determined to be superior, yet NYSE Euronext refuses to engage with

NASDAQ OMX / ICE

The strategy for the lower-value combination with Deutsche Börse has not been articulated or differentiated from the

current

strategy,

which

has

underperformed

–

3-year

EPS

CAGR

of

(8)%

for

NYSE

Euronext

and

(6)%

for

Deutsche

Börse

(1)

The strategy of the NASDAQ OMX/ICE proposal is to create two strong pure play exchanges which will be operated

by

management

teams

who

have

consistently

delivered

industry

leading

results

–

3-year

EPS

CAGR

of

+10%

for

NASDAQ OMX and +17% for ICE

(1)

NASDAQ OMX and ICE stand ready to meet with the NYSE Euronext Board to discuss the proposal and begin due

diligence in an expedient manner with appropriate safeguards to protect competitively sensitive information, and work

toward a superior  outcome for NYSE Euronext stockholders

Our proposal offers substantially greater short and long-term value. Meeting to discuss

our superior proposal presents no downside risk and only upside for stockholders

(1) For FY2007 to FY2010.

8

NASDAQ OMX / ICE Proposal vs. Deutsche Börse Proposal

Comparison of Key Financial Metrics

FINANCIAL PERFORMANCE

PRICE PERFORMANCE

(5/6/11)

TRANSACTION

PREMIUM (5/6/11)

TRANSACTION SYNERGIES

$740mm

$533mm (recently revised to $728mm)

DB Offer (%):

DB Offer ($):

Unaffected NYX Price (2/8/11):

11%

$4.10 / Share

26%

Unaffected NYX Price (2/8/11):

13%

ICE

NASDAQ

DB

NYSE

’07A –

’10A CAGR:

Revenue

EPS

26%

17%

23%

10%

(1)%

(6)%

(2)%

(8)%

’07A –

’10A CAGR:

Revenue

EPS

ICE

NASDAQ

DB

NYSE

CAGR Since IPO

(1)

Mkt Cap Growth Since 1/1/07

32%

38%

19%

36%

13%

(23)%

(12)%

(42)%

CAGR Since IPO

(1)

Mkt Cap Growth Since 1/1/07

RECENT ACQUISITION

IMPAIRMENT CHARGES

ICE

NASDAQ

DB

NYSE

–

–

$1.2bn

$1.6bn

2008 –

2010:

2008 –

2010:

PRO FORMA NYSE

INVESTMENT

PROFILE

(2)

61%

39%

Derivatives (ICE)

Cash Equities (NDAQ)

Derivatives

Cash Equities & Other

37%

63%

PRO FORMA DERIVATIVES

BUSINESS MIX

(2010 VOLUMES)

(3)

BREAKUP FEES

$350mm

$350mm

Breakup Fee

Antitrust Reverse Breakup Fee

Breakup Fee

Antitrust Reverse Breakup Fee

€250mm

–

NASDAQ OMX / ICE

Deutsche Börse / NYSE Euronext

(1) NASDAQ OMX performance based on 2/11/05 offering price of $9.00; NYSE Euronext performance based on 5/10/06 offering price of $61.50 to unaffected share price of $33.41 as of February 8, 2011.

(2) ICE / NASDAQ OMX  figures based on equity consideration mix.  Deutsche Börse / NYSE Euronext figures based on pro forma business mix using 2010 net revenues.

(3) Excludes ICE OTC CDS volumes and Bclear volumes.

9

Retain local management and governance

Respond strategically to evolving market dynamics

×

Entrench current management teams

Comparison of Strategies

TECHNOLOGY

EXCHANGE

CONSOLIDATION

BRANDING

Focus on markets and businesses that leverage

management’s expertise

Expand geographically into complementary markets

with clear product, distribution and customer benefits

Leverage a single, best-in-class technology platform

across regions and products to drive efficiencies and

lower cost structures

Disciplined approach to acquisitions

Focused on creating shareholder value

Concentrate on integration and delivering synergies to

drive additional value

×

Bigger is better

×

Support and operate multiple platforms

×

Increase scale through acquisitions regardless of

impact on shareholder value

EXCHANGE MODEL

Pure play exchange model

Efficient, low cost operations with superior technology

Rapid product innovation for customers and markets

×

Conglomerate approach

×

“Supermarket”

exchange model

NASDAQ OMX / ICE vs. Deutsche Börse / NYSE Euronext

GLOBAL FOOTPRINT

NASDAQ NYSE EURONEXT

Retain local brand names and market presence

×

Unknown

PRODUCT / ASSET

CLASS EXPANSION

Deep, end-to-end coverage within respective markets

Promote innovation in new markets and products such

as OTC and clearing

Focus on diversity of products and lines of business

×

Concentrated product offering

MANAGEMENT /

GOVERNANCE

PRO FORMA

DERIVATIVES BUSINESS

MIX (2010 VOLUMES)

Balanced exposure to all derivatives product families

×

Focused on interest rates and equity options

NASDAQ OMX / ICE

Deutsche Börse / NYSE Euronext

10

A Strategically Superior Offer

GLOBAL GROWTH

PROSPECTS

MANAGEMENT TRACK

RECORD

MARKET EFFICIENCIES

Creates two entrepreneurial global exchanges that

will remain highly nimble to better capitalize on

international growth opportunities

Creates a leading global, end-to-end derivatives

franchise with a more diverse product set spanning

energy, commodities, interest rates, credit and foreign

exchange products

Proven ability to successfully integrate businesses

Consistently meet or exceed synergy targets on or

ahead of schedule

Top performers in the industry, delivering double-digit

revenue and earnings growth in the last three years

Facilitates deeper liquidity pools, greater market stability,

better price discovery and greater transparency in the U.S.

equity markets

Strengthens European equity markets by creating a new,

truly pan-European equity trading platform

Will maintain a competitive European derivatives market

run on a highly efficient and proven trading platform

×

Results in a conglomerate with dual headquarters,

reducing its ability to quickly respond to evolving

market dynamics and business opportunities

×

Results in high concentration in European derivatives

with high product concentration in interest rate

products

×

Acquisitions have resulted in write downs of over $2.5

billion combined in the last three years

×

Proven inability to realize stated synergies in prior

acquisitions

×

Underperformed the industry, posting negative

revenue and earnings growth in the last three years

×

Onerous governance and management structure

×

Continued fragmentation of U.S. equity market

×

Increased execution risks

×

Will create a derivative behemoth with over 90%

share

FRANCHISE VALUE

Creates two pure play global exchanges run by separate

best-in-class operators in cash equities and derivatives

Greater potential upside given superior growth prospects

and significant realizable combined synergies

Offers  investors cash and over 60% exposure to the 

high growth derivatives sector

×

Results in a conglomerate of businesses run by

management with failed integration history

×

Limited upside given uncertain long-term prospects

and lower probability of synergy realization

×

Offers investors no cash and over 60% exposure to

cash equities and other businesses

The NASDAQ OMX/ICE offer is strategically superior to the proposed Deutsche

Börse/NYSE Euronext combination and will unlock greater long-term value for NYSE

Euronext stockholders and all market participants

NASDAQ OMX / ICE

Deutsche Börse / NYSE Euronext

11

A Fair and Balanced Merger Agreement

1)

Why

is

March

2012

set

as

the

merger

agreement

termination

date?

The

March

2012

deadline

is

simply

a

holdover

from

the

date

included in the Deutsche Börse agreement for their own timelines.  If NYSE Euronext I has concerns about the date, we  would look forward

to discussing them with the NYSE Euronext board.

2)

What

are

the

financing

conditions?

There

are

no

financing

conditions.

NASDAQ

OMX

and

ICE

are

required

to

show

up

with

the

funds

at

closing.

3)

Why

include

a

change

in

Fiduciary

Recommendation?

This

provision

mirrors

that

included

in

the

Deutsche

Börse

agreement

and

addresses requirements of Delaware law.

4)

Why include a “double”

Break-Up Fee?

If a bidder tops the NASDAQ OMX/ICE deal once NASDAQ OMX/ICE have paid the break-up fee

to Deutsche Börse we should no be left  empty-handed on a net basis. 

5)

Why

does

NYSE

Euronext

not

have

the

right

to

Specific

Performance?

However,

we

not

e

that

NYSE

Euronext

has

no

right

to

specific

performance in the Deutsche Börse agreement, either.  We look forward to discussing this with the NYSE Euronext Board.

6)

What

improvements

did

you

make?

In

addition

to

a

financially

superior

offer,

we

have

added

a

$350mm

reverse

break-up

fee

payable

in

the

event

of

a

failure

to

obtain

antitrust

or

competition

approvals

and

removed

the

burdensome

“force

the

vote”

obligation

to

which

NYSE

Euronext agreed  with Deutsche Börse.  Furthermore, we only require approval by holders of a majority of the outstanding NASDAQ OMX

and ICE shares, unlike the DB / NYSE transaction, which is conditioned on tender by the holders of at least 75% of the outstanding DB

shares.

Without the benefit of a dialog with the NYSE Euronext Board, NASDAQ OMX and ICE

presented a fair and balanced Merger Agreement based largely on the existing Deutsche

Börse agreement.  The companies remain open to discussing and addressing any

legitimate concerns NYSE Euronext has on execution and to negotiating a merger

agreement that is acceptable to each of our companies

12

DB’s Additional Synergies Are Not Credible

NYSE Euronext investors should be highly skeptical that after two years of exploratory

merger discussions, including more than six months dedicated to finalizing the

transaction, NYSE Euronext has suddenly found a reported €100 million in additional

synergies

This

increase

appears

not

to

be

a

matter

of

sharpening

a

pencil,

but

an

unexplained

shift

in

strategy

The discovery that initial synergies were understated by one-third comes after receiving a Superior Proposal from

NASDAQ OMX and ICE that achieves greater synergies

If there are additional synergies to be found after the merger economics have been agreed, then it has to come at the

expense of NYSE Euronext stockholders because there has been no increase in the price they are being offered

NYSE

Euronext

should

describe

these

newly-found

synergies

in

detail

in

order

to

support

the

credibility

of

these

revised estimates, particularly in light of commitments to retain two technology platforms and two headquarters

Increasingly it appears that NYSE Euronext is more focused on protecting the transaction than its stockholders

NASDAQ OMX and ICE have described in detail our proven and focused long-term strategy from which stockholders

would benefit and our companies demonstrated outperformance relative to their proposed strategy of creating a

financial supermarket

We look forward to having the same opportunity when the NYSE Euronext Board agrees to due diligence

13

NASDAQ OMX and ICE have delivered significant earnings growth through successful

acquisitions and integrations, despite a challenging macro economic environment

Source: Company filings; pro forma financials adjusted for non-recurring items.

* TMX growth calculated using Q111 consensus results. 

Proven Ability to Deliver Growth

Q1

’07

–

Q1

’11

EPS

Growth

(%)

Full

Year

2007

–

2010

EPS

Growth

(%)

14

NYSE Euronext’s Integration History

Synergies

•

$275M in expense synergies targeted in 3 years

–

didn’t deliver as promised

•

$100M in promised revenue synergies never

realized

Declining EPS &

Margins

•

From 2007 to 2010:

–

Revenues are off 9%

–

Operating Income is down 25%

–

Net Income decreased  22%

–

Margins declined from 40% to 33 %

Value

Destruction

•

$1.6 billion impairment charge taken in Q408 to

reflect failure to deliver promised returns for

acquisition

1.

Source: 

•

NASDAQ OMX results;  company website: ir.nasdaq.com. 2007 reflects pro forma non-GAAP results and are adjusted to include the results of OMX and PHLX  for the period reported, and excludes

certain items that are non-recurring in nature.  2010 reflects non-GAAP results and excludes certain items that are non-recurring in nature. 

•

NYSE Euronext : 2007 results reflect pro forma non-GAAP results reported in earnings release dated February 5, 2008.  2010 results reflect non-GAAP results reported in earnings release dated 

February 8, 2011

15

Deutsche Börse’s Integration History

Integration

Difficulties

•

$2.8 billion purchase of ISE in 2007

•

Failed to integrate technology platforms 3 years

following

transaction

–

ISE

still

powered

by

NASDAQ OMX Technology

Declining

Business

•

Significant loss in market share, falling from  ~ 30%

in 2007 to 20 % in 2010 (PHLX is up from 15% to

30%)

Value

Destruction

•

Multiple impairment charges realized  on ISE

acquisition

–

€416 million impairment charge taken in Q409

–

€450 million impairment charge taken in Q410

16

Key Points for NYX Stakeholders to Consider

What NYSE Euronext Will Tell You

The Reality

NASDAQ / ICE

PROPOSAL FACES

UNACCEPTABLE

ANTITRUST RISKS

NASDAQ OMX / ICE proposal recognizes the global nature of

competition for listings and trading and the dramatic increase

in off-exchange trading

A combined NASDAQ OMX / NYSE will create a global listing

franchise that can attract issuers from around the world, create

deeper and more liquid markets, improve transparency,

increase market access and connectivity, enhance

effectiveness of regulation and create a better advocate for

issuers on regulatory matters

The U.S. listings business is tightly regulated by the SEC

Listing location is independent of where a stock actually trades

HSR review of NASDAQ OMX and ICE proposal is underway

and both NASDAQ OMX and ICE are responding to a Second

Request for information in connection with their filings

The DB proposal will be subject to a lengthy and extensive

regulatory and competition review due to combined Euronext /

Liffe market position in European derivatives and provides no

protection for NYSE Euronext stockholders in the event that

DB fails to receive regulatory approval

Unlike the DB proposal, NASDAQ OMX / ICE proposal

includes a $350mm reverse breakup fee in the event of a

failure to obtain required antitrust or competition approval

The NASDAQ OMX / ICE proposal will not survive

review by antitrust regulators

antitrust issues regarding U.S. listings cannot be

overcome

Potential European competition issues with DB proposal

will be easily resolved

Distinguishing Between NYSE Euronext’s Stated Myths vs. the Reality

REVERSE BREAKUP

FEE IS ILLUSORY

The reverse breakup fee is illusory as the fee would

merely offset NYSE Euronext’s termination fee paid to DB

NASDAQ OMX and ICE will pay the termination fee to DB

provided for in the business combination agreement and the

reverse breakup fee of $350mm will be an incremental fee to

NYSE Euronext stakeholders if antitrust and competition

approvals were not obtained

17

Key Points for NYX Stakeholders to Consider

DB PROPOSAL

DELIVERS GREATER

LONG-TERM

STAKEHOLDER

VALUE

NASDAQ OMX / ICE proposal offers far greater long-term

value

from

synergy

opportunities

–

$740mm

of

anticipated

synergies vs. DB proposal of $533mm (revised to $728mm)

NYSE Euronext and DB management have been unable to

realize stated synergies in past acquisitions

NYSE Euronext and DB’s poor integration and execution have

resulted in meaningful value destruction for shareholders with

over $2.5bn of write-downs since 2008

NASDAQ OMX / ICE proposal creates two global exchanges

under proven and specialized management teams with strong

track records of achieving synergies and integrating

acquisitions

NASDAQ

OMX

and

ICE

have

superior

track

records

of

creating

stakeholder

value

–

both

have

delivered

double-digit

earnings growth over the past 3 years while NYSE Euronext’s

and DB’s businesses have declined

Size

and

being

a

“diversified

conglomerate”

does

not

ensure

success or an increase in shareholder value

NYSE acquired Euronext for $10bn -

the same value DB is

offering for both NYSE and Euronext

Merger-of-equals structure gives stakeholders

exposure to the strongest global exchange group

The DB proposal delivers greater capital efficiency

savings to the market participants

DB and NYSE Euronext have a strong track record of

delivering on synergies and efficiently integrating

acquisitions

NASDAQ OMX / ICE proposal may offer higher short-

term value but will result in significantly lower long-

term value for stakeholders

Distinguishing Between NYSE Euronext’s Stated Myths vs. the Reality

SYNERGIES

EXPECTED IN NYX /

DB COMBINATION

ARE CONSERVATIVE

After “sharpening their pencils”, NYSE and DB found €100

million in additional synergies.  Total synergies could

reach approximately €500mm ($728mm) compared with

$740mm in the NASDAQ OMX/ICE proposal

NYSE and DB have historically failed to achieve targeted

synergy levels and implementation timing

DB failed to integrate the ISE technology platform 3 years

following the transaction

NYSE failed to realize over $100mm in promised synergies in

the Euronext acquisition

NASDAQ OMX and ICE management teams have proven

track records of achieving synergies and integrating

acquisitions

Any additional synergies now discovered represent lost value

for NYX stockholders with no change in merger economics

What NYSE Euronext Will Tell You

The Reality

18

Key Points for NYX Stakeholders to Consider

Distinguishing Between NYSE Euronext’s Stated Myths vs. the Reality

NASDAQ OMX / ICE

PROPOSAL IS

STRATEGICALLY

UNATTRACTIVE AND

LACKING IN

BUSINESS LOGIC

NASDAQ OMX / ICE proposal creates two nimble

entrepreneurial global exchanges run by two best-in-class

operators in cash equities and derivatives that are better

positioned to compete globally and adapt to rapidly changing

industry dynamics

NASDAQ OMX / ICE proposal  unlocks greater value and

provides stakeholders with exposure to two leading pure play

exchanges and over 60% exposure to the high growth

derivatives sector, while the DB proposal offers exposure to a

single exchange that will likely receive a conglomerate

discount

A combined DB / NYSE Euronext will be an inefficient,

bureaucratic

“supermarket”

exchange

model

with

an

entrenched management team

Combination with DB is consistent with NYSE

Euronext’s long-term strategy

Breaking up NYSE Euronext into its pieces will destroy

value and create an unattractive portfolio of businesses

Globally diversified exchanges are more competitive

and provide superior value for stakeholders

NASDAQ OMX would be highly concentrated in cash

equities which is becoming a low-growth, low-margin

business

NYSE EURONEXT IS

NOT FOR SALE

The proposed DB transaction is not a sale of the NYSE

Euronext but rather a merger-of-equals

The NASDAQ OMX / ICE proposal is a takeover that

undervalues the pieces of the company

The DB / NYSE transaction is a low-premium takeover (only a

10% premium to unaffected share price at announcement)

DB will control the Board and each Board Committee; DB CEO

will be responsible for group strategy and global relationship

management; DB President will become Deputy CEO and

President of the combined entity; DB CFO will become CFO of

the combined entity

If NYSE’s different businesses are undervalued as claimed,

then NYSE has grossly mismanaged its businesses and has

failed to pursue a strategy that increases shareholder value

What NYSE Euronext Will Tell You

The Reality

19

Key Points for NYX Stakeholders to Consider

NASDAQ OMX / ICE

PROPOSAL WILL

RESULT IN

UNACCEPTABLE JOB

LOSSES

The NASDAQ OMX / ICE proposal destroys the

“invaluable

human

capital”

at

NYSE

Euronext

NASDAQ OMX will close the NYSE floor

The majority of synergies in the NASDAQ OMX / ICE

proposal will be realized through job losses in New

York

NASDAQ OMX is committed to preserving the NYSE floor

Consistent with the cultures at NASDAQ OMX and ICE, as well

as in prior transactions, NYSE Euronext employees will be

evaluated based on a pure meritocracy as this serves the best

interests of the combined business and ultimately creates

shareholder value

The majority of synergies will be derived from eliminating

redundant technologies and systems -

not employees

DB has stated that job losses will be minimal in Germany

which leaves the U.S. as the primary venue for down-sizing in

order to achieve the announced synergy targets

Distinguishing Between NYSE Euronext’s Stated Myths vs. the Reality

What NYSE Euronext Will Tell You

The Reality

U.S. IS NOT AT RISK

OF LOSING ITS

COMPETITIVENESS

IN

THE GLOBAL

MARKETS

The U.S. equities market is currently efficient and

successfully competing  on a global basis

Developing global capabilities are more important

than building “an American stronghold”

From 1995 to 2010, listings on U.S. exchanges shrank by 38%

from 8,000 to 5,000 while listings on non-U.S. exchanges grew

by 74% from 23,000 to 40,000

Since 2006, only 9 of the 100 largest IPOs listed in the U.S.

A combined NASDAQ OMX / NYSE will strengthen the U.S.

market while increasing its global competitiveness

A combined NASDAQ OMX / NYSE will ensure that the U.S.

remains a relevant financial center and a focus of U.S. capital

formation

20

Key Points for NYX Stakeholders to Consider

NASDAQ OMX DOES

NOT HAVE ENOUGH

COMMITTED

FINANCING IN THE

EVENT OF A

DOWNGRADE

NASDAQ OMX’s post-transaction capital structure will

result in a downgrade of its credit rating which will

trigger the repayment of the assumed NYSE Euronext

debt

NASDAQ OMX will be unable to fund the additional

financing requirement

NASDAQ OMX has received fully committed financing from a

syndicate of banks including Bank of America, Nordea Bank

AB (publ), Skandinaviska Enskilda Banken AB (publ) and UBS

Investment Bank

NASDAQ OMX can obtain the necessary financing in the

event of a downgrade since pro forma leverage levels would

remain unchanged

NASDAQ OMX is committed to a prudent use of leverage to

finance the transaction and is focused on maintaining its

investment grade rating

Distinguishing Between NYSE Euronext’s Stated Myths vs. the Reality

What NYSE Euronext Will Tell You

The Reality

NASDAQ OMX WILL

BE HIGHLY LEVERED

WITH NO STRATEGIC

FLEXIBILITY

The NASDAQ OMX / ICE proposal will burden the

new company with high levels of debt

Levered NASDAQ OMX will be strategically limited

and unable to compete going forward due to high debt

burden

NASDAQ OMX and ICE are committed to a prudent use of

leverage

NASDAQ OMX is focused on maintaining its investment-grade

credit rating and expects to reach its target leverage ratio of

2.5x within 18 months of closing

NASDAQ OMX has a strong track record of achieving

synergies much faster than expected and using excess cash

flow to pay down debt ahead of schedule

21

Key Points for NYX Stakeholders to Consider

Distinguishing Between NYSE Euronext’s Stated Myths vs. the Reality

NASDAQ OMX / ICE

PROPOSAL IGNORES

TAX LEAKAGE FROM

BREAKUP OF

BUSINESS

NASDAQ OMX / ICE

PROPOSAL WILL NOT

BE TAX-FREE TO

STAKEHOLDERS

The NASDAQ OMX / ICE proposal will result in a

taxable transaction to NYX stakeholders

NASDAQ OMX and ICE expect their proposal can be

structured  as a tax-free transaction to NYSE Euronext

stakeholders with respect to the stock consideration to be

issued, subject to due diligence and the co-operation of NYSE

Euronext

The NASDAQ OMX / ICE proposal will result in a

significant taxable event to the pro forma businesses

that will destroy shareholder value

NASDAQ OMX and ICE have studied publicly available

information regarding the NYSE/Euronext combination in 2007

and do not anticipate a significant tax cost associated with the

separation of the European derivatives business in the

proposed transaction, subject to confirmation through due

diligence

Further, the DB/NYSE Euronext Combination Agreement

contemplates a restructuring of the European businesses from

U.S. to European ownership which may face similar tax issues

and thus, may reflect their own view that any tax leakage is not

prohibitive

What NYSE Euronext Will Tell You

The Reality

22

The Facts:  Execution Risk

Proven ability to successfully

integrate businesses

Consistently met or exceeded

synergy targets on or ahead of

schedule

No write downs in past

acquisitions

Acquisitions have resulted in

write downs of over $2.5 billion

combined in the last three

years

Proven inability to realize

stated synergies

Sudden new found synergies

by NYX are not credible

REGULATORY

APPROVAL RISK

HSR review is well underway

Second request for information is

currently in process

No expected competition issues in

Europe

$350mm reverse breakup fee if

antitrust approval not received

Subject to a lengthy and

extensive regulatory and

competition review in Europe

NYX shareholders will have no

clarity on decision prior to NYX

shareholder vote

No protection for NYX

stockholders in the event that DB

fails to receive regulatory

approval

NASDAQ

OMX

/

ICE

proposal

has

substantially

less

execution

risk

INTEGRATION AND

OPERATIONAL RISK

FINANCIAL

PERFORMANCE RISK -

TRACK RECORD (’07-’10

CAGR)

ICE

NASDAQ

DB

NYSE

Revenue

EBITDA

(1)

EPS

26%

25%

17%

23%

22%

10%

(1)%

(9)%

(6)%

(2)%

(3)%

(8)%

Revenue

EBITDA

(1)

EPS

NYX shareholders will be forced

to vote without any certainty

around regulatory approvals in

Europe under the DB proposal

NASDAQ OMX and ICE are

clearly best-in-class integrators

which results in much less

operational execution risk than

proposed DB combination

NASDAQ OMX and ICE have a

demonstrated ability to achieve

superior financial results

(1) EBITDA is a non-GAAP number calculated by taking operating income and adding back D&A, merger related expenses and impairment charges.

SLIDE 12

NASDAQ OMX / ICE

DB / NYSE Euronext

23

The Facts:  Conglomerate Discount in DB1 Deal

NASDAQ

OMX

/

ICE

proposal

will

unlock

significantly

greater

short-

and

long-term

shareholder value

NYX and DB receive a

substantial conglomerate

valuation discount

Intrinsic value of each respective

NYX and DB business suggests

they should be valued 13-15%

higher

DB proposal meaningfully

undervalues the intrinsic value of

NYX’s businesses

NASDAQ OMX / ICE proposal to

create two pure play exchanges

will unlock greater value than the

conglomerate strategy

NASDAQ OMX / ICE proposal

currently represents 16.4x NYX

2011 earnings vs. DB proposal of

14.9x

NYSE Euronext

(2)

Deutsche Börse

(3)

PRICE / EARNINGS

MULTIPLE

MARKET

CAPITALIZATION

($BN)

SLIDE 13

NYX

and

DB

Conglomerate

Valuation

Discount

(1)

(1) NYX based on share price and 2011 EPS estimate as of 2/8/11 of $33.41 and EPS of 2.54 and basic shares outstanding of 261.2mm. DB based on 4/28/11 price of €55.50 and 2011 EPS of €4.40; converted to US$ using

an exchange ratio of 1.4823x.  Derivatives P/E multiple based on avg. of ICE and CME.  Cash Equities multiple based on avg. of NYX (unaffected), NDAQ, TMX, LSE and DB.

(2) NYX earnings weighted between Derivatives and Cash Equities based on segment contributions to operating income: 48.8% for Derivatives and 51.2% for Cash Equities and Info and Tech.

(3) DB earnings weighted between Derivatives and Cash Equities based on segment contributions to adjusted EBIT: 48.8% for Eurex and 51.2% for Cash Equities and Other.

24

NYSE EURONEXT’S OBLIGATION TO STOCKHOLDERS

NASDAQ OMX AND ICE HAVE TAKEN A SERIES OF STEPS DEMONSTRATING

COMMITMENT TO PURSUING THEIR PROPOSAL

BY REFUSING TO ENGAGE, NYSE EURONEXT BOARD IS DENYING ITS STOCKHOLDERS THE

OPPORTUNITY TO BENEFIT FROM A CLEARLY SUPERIOR PROPOSAL

•

Developed financially and strategically superior proposal to current transaction with Deutsche

Boerse

•

Provided

Merger

Agreement

substantially

consistent

with

terms

of

current

Business

Combination Agreement with Deutsche Boerse

•

Included $350 million reverse break-up fee, demonstrating confidence in obtaining antitrust

and competition approvals

•

Secured committed financing totaling more than $3.8 billion

•

NYSE

need

not

determine

that

NASDAQ

OMX/ICE

proposal

is

“Superior”

prior

to

due

diligence

•

11% premium to Deutsche Boerse proposal, or $1.1 billion, as of May 6, 2011

•

Current agreement with Deutsche Boerse does not include break-up fee if transaction is blocked

by regulators

•

Deutsche Boerse transaction requires that 75% of DB shares are tendered