 American Stock Exchange Information Session May 16, 2008 Filed by The Amex Membership Corporation Pursuant to Rule 425 under the Securities Act of 1933, as amended Subject Companies: NYSE Euronext (Commission File No. 333-149480) The Amex Membership Corporation |
 2 Forward Looking Statements Cautionary Note Regarding Forward-Looking Statements Certain statements in this presentation may contain forward-looking
statements, including forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking
statements include, but are not limited to, statements concerning NYSE Euronext’s and Amex’s plans, objectives, expectations and intentions and other
statements that are not historical or current facts. Forward-looking statements are based on NYSE Euronext’s and Amex’s current expectations and involve
risks and uncertainties that could cause actual results to differ materially from those expressed or implied in such forward-looking statements. Factors
that could cause NYSE Euronext’s and Amex’s results to differ materially from current expectations include, but are not limited to: NYSE Euronext’s and
Amex’s ability to implement their respective strategic initiatives, economic, political and market conditions and fluctuations, government and industry regulation,
interest rate risk and U.S. and global competition, and, in the case of NYSE Euronext, other factors detailed in NYSE Euronext’s reference document for 2007 (“document de référence”) filed with the French Autorité des Marchés Financiers (Registered on May 15, 2008 under No. 08-054), 2007 Annual Report on Form 10-K, and other periodic reports filed with the U.S. Securities and Exchange Commission or the French Autorité des Marchés Financiers. In addition, these statements are based on a number of assumptions that are subject to change. Accordingly, actual results may be materially
higher or lower than those projected. The inclusion of such projections herein should not be regarded as a representation by NYSE Euronext or Amex that the
projections will prove to be correct. This presentation speaks only as of this date. NYSE Euronext and Amex disclaim any duty to update the information
herein. IMPORTANT INFORMATION WITH RESPECT TO THE MERGER In connection with the proposed acquisition by NYSE Euronext of The Amex
Membership Corporation (“MC”), NYSE Euronext has filed with the U.S. Securities and Exchange Commission (“SEC”) a registration
statement on Form S-4 (File No. 333-149480). The SEC declared the Registration Statement on Form S-4 effective on May 8, 2008. The parties have
filed and will file other relevant documents concerning the proposed transaction with the SEC. MC MEMBERS ARE URGED TO READ THE FINAL PROXY STATEMENT / PROSPECTUS
REGARDING THE PROPOSED TRANSACTION, BECAUSE IT CONTAINS
IMPORTANT INFORMATION. MC members can obtain a free copy of the final proxy statement / prospectus, as well as other filings containing information about NYSE
Euronext and Amex without charge, at the SEC’s website (http://www.sec.gov). Copies of the final proxy statement/prospectus can also be obtained, without charge by directing a request to MacKenzie Partners, Inc., 105 Madison Avenue, New York, New York 10016, call Toll-Free: (800) 322-2885, call Collect: (212) 929-5500, e-mail: proxy@mackenziepartners.com. This document 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 Securities Act of 1933, as amended. |
 3 Background Transaction was the result of a thorough review of Amex’s strategic
alternatives Events Board initiates review of strategic alternatives including demutualization January 2006 Morgan Stanley & Co. Incorporated retained as financial advisor
Engaged with strategic and private equity parties January 2007 Participated in discussions concerning strategic alternatives and
facilitated comprehensive due diligence processes with various
parties including 4 securities exchanges and a consortium of
private investors March 2007 – January 2008 Announced transaction with NYSE Euronext January 17, 2008 |
 4 Transaction Overview $260MM of NYSE Euronext stock plus additional shares of NYSE Euronext stock based on Net Proceeds from sale of Amex’s headquarters subject to certain timing and other conditions (1) No survival of representations and warranties beyond closing May not solicit other offers May entertain unsolicited offers, subject to a $10MM “breakup
fee” Amex member approval required Regulatory approvals Absence of Amex Material Adverse Effect Consideration: Certain Terms: Certain Conditions: Deal Summary Note: (1) Please refer to the Merger Agreement and Form S-4 filing for details on the
calculation of Net Proceeds |
 5 Current Status of the Transaction HSR Clearance Clearance obtained on March 6, 2008 Proxy Statement / Prospectus on Form S-4 Declared effective on May 8, 2008 Proposed Corporate Governance Rule Changes on Form 19b-4 Confidentially submitted initial draft to the SEC on April 11, 2008
Expect to confidentially submit revised draft by late-May
Real Estate Sale Process Marketing materials for Amex’s headquarters distributed to potential
buyers in April Cushman & Wakefield currently marketing and
running sale process for Amex headquarters Member Vote Member vote expected at special meeting to be held on June 17, 2008
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 6 Challenging Operating Environment Market share declining across product lines Declining revenue Operating losses each year since 2001 Difficulties with technology upgrades and competitiveness High cost to operate Amex Intense price competition Difficulties with Reg NMS order routing Conversion to electronic exchange model risky Unlikely to materially improve in the foreseeable future 0 10 20 30 40 50 60 2005 2006 2007 Amex Market Share in Amex-Listed Equities (%) (1) (2) Source: Company Data 0 4 8 12 16 20 2005 2006 2007 Amex U.S. ETFs Market Share (%) (1) (3) Source: Company Data 0 4 8 12 16 20 2005 2006 2007 Amex U.S. Equity Options Market Share (%) (1) Source: Company Data 6.5% 3.3% 24.4% Notes: (1) Monthly market share tracked through December 2007. Numerical percentages identified as
of December 2007 (2) Includes listed company equities, structured products, and closed-end funds
(3) Includes UTP |
 7 Merger Considerations Attractive Value Realization Equity value equal to $260MM of NYSE Euronext stock for Amex
operations Additional shares of NYSE Euronext stock based on Net
Proceeds from sale of Amex’s headquarters subject to
certain timing and other conditions – Cushman and Wakefield currently marketing Amex’s headquarters
Liquidity / Tax Benefits Greater liquidity of NYSE Euronext stock (versus Amex membership interest) No holding period for NYSE Euronext stock received by MC members in the transaction Structured as a tax-free exchange Strategic / Operating Benefits Technology and operating expense synergies Benefits from NYSE Euronext’s leading reputation, technology, platform,
volume and liquidity Diversification of businesses Improved positioning of NYSE Arca and Amex ETF listing and trading
businesses as well as closed-end funds and structured
products Risks Discussed under “Risk Factors” and “The Mergers – MC and Amex’s Reasons for the Mergers” on Form S-4 |
 8 OCC Facts The Options Clearing Corporation (“OCC”), founded in 1973, is the
world’s largest equity derivatives clearing
organization – Equally owned by 5 participant exchanges that trade options, including Amex (1) OCC bylaws permit the OCC to charge fees only to cover operating expenses and reserves: – Excess fees refunded to Clearing Members, not equity holders, since OCC’s inception – Approval of 2/3 of the Board and unanimous shareholder approval to amend the
bylaw fee provision Equity owners only represent a minority of OCC’s 16 person Board and have limited voting rights: – Amex has a right to appoint 1 director to the 16 person Board – 9 out of the 16 directors are Clearing Members or their representatives Shares held by equity owners are subject to transfer restrictions, including a right of first refusal in favor of OCC; if exercised, OCC would pay Amex the lesser of $333,333 or the aggregate book value for the shares Amendments to the OCC arrangements described above (including the bylaw fee
provision) would encounter significant business and legal
challenges; approvals would be required from the OCC Board, the
participant exchanges and the SEC pursuant to the constituent documents of OCC and/or applicable law (2) Ownership stake in OCC was identified for potential acquirors Note: (1) Other owners include the Chicago Board Options Exchange, International Securities Exchange (Deutsche Börse), NYSE Arca, and the Philadelphia Stock Exchange. The Boston Stock Exchange is also a participant exchange but is not an equity owner of OCC and therefore
does not have the same rights as the other 5 participant exchanges (2)
More information available at www.optionsclearing.com and by contacting the Delaware Secretary of State at (302) 739-3073 |
 9 Conclusion Operating environment for Amex continues to be challenging Financial performance has declined and material improvement in the
foreseeable future on a standalone basis is unlikely The Board of Directors of MC and the Board of Governors of Amex diligently
and thoroughly sought strategic alternatives for Amex over a
period of two years Retained Morgan Stanley as financial advisor
to pursue discussions with, and respond to, interest from
various potential partners Actively engaged in multiple due
diligence processes with various parties from March 2007 – January 2008 NYSE Euronext’s offer of $260MM in NYSE Euronext stock plus the
contingent consideration based on the Net Proceeds from the sale
of Amex’s headquarters provided the best option of
obtaining value for the seatholders of Amex Additional benefits from a combination with NYSE Euronext – Improved liquidity and tax efficient structure – Strategic / operational synergies |