UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14D-9

SOLICITATION/RECOMMENDATION STATEMENT

UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934

NYSE EURONEXT

(Name of Subject Company)

NYSE EURONEXT

(Name of Person Filing Statement)

Common Stock, $0.01 par value per share

(Title of Class of Securities)

629491101

(CUSIP Number of Class of Securities)

John K. Halvey

Group Executive Vice President and General Counsel

NYSE Euronext

11 Wall Street

New York, New York 10005

(212) 656-3000

(Name, address and telephone numbers of person authorized to receive

notices and communications on behalf of the persons filing statement)

With copies to:

David C. Karp

David K. Lam

Wachtell, Lipton, Rosen & Katz

51 West 52nd Street

New York, New York 10019

(212) 403-1000

NYSE Euronext Management Update May 5, 2011 © NYSE Euronext. All Rights Reserved.

2 Legal Disclaimer Cautionary Note Regarding Forward-Looking Statements 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 plans, objectives, expectations and intentions and other statements that are not historical or current facts. Forward-looking statements are based on NYSE Euronext’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 results to differ materially from current expectations include, but are not limited to: NYSE Euronext’s ability to implement its strategic initiatives, economic, political and market conditions and fluctuations, government and industry regulation, interest rate risk and U.S. and global competition, and other factors detailed in NYSE Euronext’s reference document for 2010 ("document de référence") filed with the French Autorité des Marchés Financiers (Filed on April 19, 2011 under No. D.11-0333), 2010 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 that the projections will prove to be correct. This presentation speaks only as of this date. NYSE Euronext disclaims any duty to update the information herein. To supplement NYSE Euronext's consolidated financial statements prepared in accordance with GAAP and to better reflect period- over-period comparisons, NYSE Euronext uses non-GAAP financial measures of performance, financial position, or cash flows that either exclude or include amounts that are not normally excluded or included in the most directly comparable measure, calculated and presented in accordance with GAAP. Non-GAAP financial measures do not replace and are not superior to the presentation of GAAP financial results, but are provided to (i) present the effects of certain merger expenses, exit costs and other special items, and (ii) improve overall understanding of NYSE Euronext's current financial performance and its prospects for the future. Specifically, NYSE Euronext believes the non-GAAP financial results provide useful information to both management and investors regarding certain additional financial and business trends relating to financial condition and operating results. In addition, management uses these measures for reviewing financial results and evaluating financial performance. The non-GAAP adjustments for all periods presented are based upon information and assumptions available as of the date of this release. See NYSE Euronext’s earnings release dated April 28, 2011 for a reconciliation of non-GAAP financial measures to GAAP measures.

Safe Harbour Statement NYSE Euronext will file a Solicitation/Recommendation Statement on Schedule 14D-9 in the event that Nasdaq OMX Group, Inc. and/or IntercontinentalExchange Inc. commences a tender offer for the outstanding shares of NYSE Euronext common stock. NYSE Euronext stockholders are strongly encouraged to read the Solicitation/Recommendation Statement if and when it becomes available, as it will contain important information. Stockholders will be able to obtain this Solicitation/Recommendation Statement, any amendments or supplements to the proxy statement and other documents filed by NYSE Euronext with the Securities and Exchange Commission for free at the Internet website maintained by the Securities and Exchange Commission at www.sec.gov. Copies of the Solicitation/Recommendation Statement and any amendments and supplements to the Solicitation/Recommendation Statement will also be available for free at NYSE Euronext’s website at www.nyse.com. In connection with the proposed business combination transaction between NYSE Euronext and Deutsche Boerse AG, Alpha Beta Netherlands Holding N.V. (“Holding”), a newly formed holding company, has filed, and the SEC has declared effective on May 3, 2011, a Registration Statement on Form F-4 with the U.S. Securities and Exchange Commission (“SEC”) that includes (1) a proxy statement of NYSE Euronext that will also constitute a prospectus for Holding and (2) an offering prospectus of Holding to be used in connection with Holding’s offer to acquire Deutsche Boerse AG shares held by U.S. holders. NYSE Euronext will mail the definitive proxy statement/prospectus (when finalized) to its stockholders in connection with the vote to approve the merger of NYSE Euronext and a wholly owned subsidiary of Holding, and Holding will mail the offering prospectus to Deutsche Boerse AG shareholders in the United States in connection with Holding’s offer to acquire all of the outstanding shares of Deutsche Boerse AG. Holding has also filed an offer document with the German Federal Financial Supervisory Authority (Bundesanstalt fuer Finanzdienstleistungsaufsicht) (“BaFin”), which was approved by the BaFin for publication pursuant to the German Takeover Act (Wertpapiererwerbs-und Übernahmegesetz) on May 2, 2011, and was published on May 4, 2011. Investors and security holders are urged to read the definitive proxy statement/prospectus (when it becomes available), the offering prospectus and the offer document regarding the proposed business combination transaction because they contain important information. You may obtain a free copy of the definitive proxy statement/prospectus (when it becomes available), the offering prospectus and other related documents filed by NYSE Euronext and Holding with the SEC on the SEC’s Web site at www.sec.gov. The definitive proxy statement/prospectus (when it becomes available) and other documents relating thereto may also be obtained for free by accessing NYSE Euronext’s Web site at www.nyse.com. The offer document is available at Holding’s Web site at www.global-exchange-operator.com. This document is neither an offer to purchase nor a solicitation of an offer to sell shares of Holding, Deutsche Boerse AG or NYSE Euronext. The final terms and further provisions regarding the public offer are disclosed in the offer document that has been approved by the BaFin and in documents that have been filed with the SEC. 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, and applicable European regulations. Subject to certain exceptions to be approved by the relevant regulators or certain facts to be ascertained, the public offer is not being made directly or indirectly in or into any jurisdiction where to do so would constitute a violation of the laws of such jurisdiction, or by use of the mails or by any means or instrumentality (including without limitation, facsimile transmission, telephone and the internet) of interstate or foreign commerce, or any facility of a national securities exchange, of any such jurisdiction. This announcement and related materials do not constitute in France an offer for ordinary shares in Holding. The relevant final terms of the proposed business combination transaction will be disclosed in the information documents reviewed by the competent European market authorities. Participants in the Solicitation NYSE Euronext, Deutsche Boerse AG, Holding and their respective directors and executive officers and other members of management and employees may be deemed to be participants in the solicitation of proxies from NYSE Euronext stockholders in respect of the proposed business combination transaction. Additional information regarding the interests of such potential participants will be included in the definitive proxy statement/prospectus and the other relevant documents filed with the SEC when they become available. Forward-Looking Statements This document includes forward-looking statements about NYSE Euronext, Deutsche Boerse AG, Holding, the enlarged group and other persons, which may include statements about the proposed business combination, the likelihood that such transaction could be consummated, the effects of any transaction on the businesses of NYSE Euronext or Deutsche Boerse AG, and other statements that are not historical facts. By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. Forward-looking statements are not guarantees of future performance and actual results of operations, financial condition and liquidity, and the development of the industries in which NYSE Euronext and Deutsche Boerse AG operate may differ materially from those made in or suggested by the forward-looking statements contained in this document. Any forward-looking statements speak only as at the date of this document. Except as required by applicable law, none of NYSE Euronext, Deutsche Boerse AG or Holding undertakes any obligation to update or revise publicly any forward-looking statement, whether as a result of new information, future events or otherwise. 3 Legal Disclaimer 3

Deutsche Börse Merger Accelerating Current Strategy

5 Strong Execution Against Our Strategy to Deliver Customer Solutions NYSE NYSE Amex NYSE Arca Euronext NYSE Arca NYSE Liffe NYSE Amex NYSE Liffe U.S. Market Data Transaction Services Infra- structure Derivatives Cash Trading and Listings Information Services and Technology Solutions # 1 in global IPOs in 1Q11 Over 90% market share of U.S. proceeds raised Superior customer service leading to 2 companies transferring from Nasdaq with 2 additional transfers announced, building on 14 transfers in 2010 Harmonization of trading infrastructure Implementation of major global datacenter projects Successful launch of NYSE Liffe U.S. and NYPC Market share of approximately 2-3% of Eurodollars Open interest growing Breadth of client activity continues to expand with strong pipeline of meaningful market participants Successful launch of MTF for Goldman Sachs; hosted and managed by NYSE Technologies Migration to Mahwah for NYSE Arca 1st major “Infrastructure-as- a-Service” deal signed with tier 1 financial services firm

6 Our Strategy: Build a Capital Markets Community Drives the evolution of the exchange industry Leverages leading position in the global capital markets to bolster service offerings Creates the hub that brings together a capital markets community to facilitate and drive innovation Generates value for NYX shareholders through operating leverage and new revenue opportunities Reduces risk and dependency upon cyclical markets; enhances competitive position Minimal Presence Some Presence Strong Presence NYX Current Portfolio Corporate Listings & Product Creation Market Data Clearing Settlement and Custody State-of-the- Art Trading Infrastructure Global Client Base Powerful Sell-Side Customers Information Services Capital Efficiency Collateral Management Co-Lo Global Connectivity Networks Partnerships in New Markets Asset Servicing Risk Management Analytics Index Business Services for Issuer Community Infra- Structure Services Global Exchange Links 6 Markets

7 Combination With Deutsche Börse Accelerates Current Strategy Product suite and footprint highly complementary Unites leading venues for risk management and capital raising Largest global derivatives platform and largest capital raising venue Product innovation and capital savings for trading clients Pre-eminent market infrastructure facilitating 24 hour access to trading, information and settlement Robust strategic and financial optionality given strong balance sheet Considerable scope for cost synergies and incremental revenue opportunities to drive shareholder value Enhanced opportunities and cost savings for clients Opportunity to unlock value at Deutsche Börse Leading franchises in every segment should command premium valuation Post-Merger Strong Presence Corporate Listings & Product Creation Market Data Clearing Settlement and Custody State-of-the- Art Trading Infrastructure Global Client Base Powerful Sell-Side Customers Information Services Capital Efficiency Collateral Management Co-Lo Global Connectivity Networks Partnerships in New Markets Asset Servicing Risk Management Analytics Index Business Services for Issuer Community Infra- Structure Services Global Exchange Links Markets

8 30% 70% Notes: 1. Based on €/$ exchange rate of 1.33. 2. Pro Forma calculation allocates the NYX Corporate/Eliminations segment operating loss based on the relative revenue contribution of each legacy NYX segment. Pro Forma NYSE / Deutsche Börse 2010 Net Revenue and EBITDA U.S. Non-U.S. Product Suite and Geographic Footprint Highly Complementary Geographic Breakdown Net Revenue 1 : $5.4 billion Product Breakdown 29% 37% 20% 14% 27% 17% 11% 45% Cash Trading & Listings Derivatives Settlement & Custody Market Data & Technology Net Revenue ¹ : $5.4 billion Cash Trading & Listings Derivatives Market Data & Technology Settlement & Custody EBITDA 1 2 : $2.6 billion 8

9 Note: 1. Source: Futures Industry, Annual Volume Survey 2010. Does not include OTC transactions. ICE included for comparative purposes. Leading Risk Management and Capital Raising Markets Derivatives 2010 Europe Cash Trading Market Share 22% 24% 6% 9% 28% 11% NYX + DB1 Complementary equity index and interest rate derivatives migrated to common trading and clearing infrastructure Product innovation ~$3 billion in capital efficiencies for clients Operational efficiencies for customers Most diversified derivatives exchange in the world Potential for new market penetration Attractive partner for OTC market Cash and Listings Largest and only regulated exchange pan-EU trading platform covering almost 2/3 of Eurozone GDP Integrated order book and single clearing system reduces costs and increases liquidity for EU clients Increased trading opportunities vs. Pan-EU equity derivatives platform Continued global leadership in capital raising with enhanced profile for listed issuers BATS + Chi-X BME (Spain) Other Nasdaq OMX LSE + Borsa Italiana 4.8 3.7 3.1 1.6 1.4 1.1 1.1 1.1 0.3 NYX + DB1 Korea Ex. CME NSE BMFB CBOE NDAQ MCEI ICE 2010 Total Volumes – Global Derivatives Exchanges Ranked by Futures and Options Traded and/or Cleared 1 (in billions) 1 2 3 4 5 6 7 8 13 Rank 9

Integration and Closing Processes Crossing Key Milestones Integration teams identified and project offices established Further validation and quantification of synergies Accelerated timeline of run rate expense synergies Increasingly detailed roadmap for synergy realization Position mapping and relationship building ongoing at senior management level Developing strategy for IT infrastructure and development Conversations with over 100 policymakers Meetings with key government, regulatory and financial constituents in Paris, London, Brussels, Amsterdam and Lisbon Initial meeting and filing with DOJ 4 College of Regulators meetings with others scheduled Initial meeting with the Committee on Foreign Investment in the U.S. (CFIUS) Publicly filed F-4 with SEC on April 6 th and 25 th and it was declared effective on May 3 rd Draft BaFin filings submitted April 12 th and 21 st Draft Competition filing submitted to European Commission with pre-notification discussions ongoing – we intend to formally file the EU notification by mid-June Integration Planning Regulatory Process 10

Listings Update

12 Key Highlights Core Listings Franchise Strong commitment to the NYSE and AMEX listing platforms Core contributors to the firm’s value DMM/Market model key differentiator in a highly fragmented and competitive landscape Focus on investment in new services, high customer service, community, and advocacy Capital Markets IPO pipeline remains robust and broad-based across industries, geographies, PE and VC backed NYSE Euronext ranked #1 globally in 1Q11 for IPOs and Follow-on offerings Strong 1Q11 NYSE momentum for IPOs listing in the U.S. with 92% of all proceeds and the 10 largest IPOs all listing on our platform Notable 1Q11 listings include: Adecoagro, BankUnited, IMAX, Kinder Morgan, Nielsen, and Qihoo LinkedIn publicly announced its intention to list on the NYSE Evolution of Trading Trading world has evolved driven by competition, technology, fragmentation, regulation, HFT/Algos/Dark pools, speed and capacity Issuers are required to piece together a mosaic of data points across markets and products Requires NYSE to redefine/evolve our relationship with issuers in a dynamically changing world NYSE has and will continue to significantly invest and offer a robust suite of products and services to meet the needs of our customers

NYSE - Global Leadership in IPOs and Follow-on Offerings 13

NYSE – Strong Momentum for U.S. Listed IPOs 14

NYSE - Favorable Transfer Momentum 15

Evolution of U.S. Cash Equities Fragmentation and electronification has reduced visibility into trading 13 exchanges, 30+ ATSs, 200 BD trade desks, 31% dark pools/internalization Clearing interoperability in U.S. equities (DTCC) creates fierce competition Reg NMS in 2007: Route to best prices to protect top-of-book for electronic markets Algorithms estimated 40% of buy-side volume, HFT 60%-70% of volume (TABB) NYSE has responded to competition by continually investing in technology and the information analytic services we provide to our listed companies Source: NYSE Euronext, Rosenblatt Securities 16

17 Commitment Increased investment significantly to build sweeping service offering, including our NYSE MAC Desk, a dedicated team of market professionals   Investment Growth Substantial Investment in Services for our Issuers Provide the most comprehensive suite of services unmatched by any other Exchange Broadened portfolio from 5 services in 2007 to over 23 in 2010 Diversity  Expanded offering to C-Suite, governance and boardroom executives, including our partnership with Corporate Executive Board, and acquisition  of Corporate Board Member  Quality Strategic Partnerships Partnerships and strategic acquisitions with “best-in-class” providers broadens portfolio and enhances subject matter expertise Corporate Board Member, Corporate Executive Board, Thomson Reuters, Ipreo

• Strong and growing services portfolio  appeals to a diverse audience of executives. • Market Intelligence and Analytics • Executive Education lead by industry experts   • Global Visibility Solutions Factset Institutional Ownership Custom Short Interest Reports NYSE Connect NYSE MAC Advisor NYSE MAC Alerts NYSE Market Focus Report MAC Mid-Day Policy Insights Corporate Executive Board Liquidnet InfraRed Corporate Board Member Morning Market Update This Week in the Boardroom Executive Education Investor Conferences Differentiated Service Offering Adds Unmatched Value 18

Issuer Advocacy NYSE Euronext is committed to being an advocate on behalf of our issuers Partner with the NYSE Community vs. ‘go it alone’ NYSE connects you to policy makers and thought leaders Benefit  from our active voice in D.C. on market structure and regulatory issues Key Themes NYSE Commission on Corporate Governance Market structure: working towards a fair and transparent market for you Job Creation and improving regulatory barriers to raising capital Dodd Frank SOX Relief for smaller issuers Education : Director Education & Financial Literacy Tax Reform 19

Global Platform – Knight Capital: Cross Listing on NYSE Euronext Knight Capital opened the European and U.S. Markets on the same day with bell ringings in New York and Paris to celebrate the transfer from NASDAQ and the listing of the company’s common stock on the NYSE cross- listing of its common stock on the Professional Segment of the Paris market of NYSE Euronext. Footage of each event was compiled for a global listing reel for Knight to use for future marketing initiatives Façade signage, decals lining Broad Street and a large 9ft flag planted on Wall Street with its pennant flying high drove additional visibility Knight placed advertising in national and international editions of top financial newspapers Webcast of the bell ringing  distributed to Knight employees worldwide NYSE media team secured interview with CNBC, MSNBC, BBC World Business Report, La Tribune, L'Agefi (newswires and European press), and Financial Times 20

GM emerged from bankruptcy to become the biggest IPO of 2010 CEO Dan Akerson rang the NYSE Opening Bell with the sound of the horn of its 2011 Chevrolet Camaro SS model to coincide with the opening of the NYSE market Showcased its newest models including the Chevrolet Volt, Cruze and Camaro convertible, Cadillac CTS-V coupe, GMC Sierra HD on NYSE Experience Square “It feels great to be publicly listed again and it feels great to be listed on the best Exchange in the World” (Dan Akerson, CEO, GM) Over 10,093 total story placements 5,188+ Print/online stories 4,905+ Broadcast stories 33,336 Twitter posts Reaching an audience of 90,752,199 Inclusion in co-branded advertising including: print, online, out-of-home and upcoming TV campaign GM’s Return to the Public Markets 21

Pepsi visited the NYSE to kick off community voting for its $20 million Pepsi REFRESH project. Indra K. Nooyi, Chairman and Chief Executive Officer, PepsiCo Inc rang The Opening Bell “NYSE is one of the best known companies in the world and our feeling was a program of this magnitude had to be launched in a place befitting it.” - Indra K. Nooyi, Chairman and Chief Executive Officer, PepsiCo Inc Pepsi Refresh Project supports those who generate innovative, optimistic ideas, and planned to award more than $20 million in 2010 to move communities forward. Visibility – PepsiCo’s Refresh Project 22