Deutsche Börse Will Be Required to Pay NYSE Euronext a Termination

Deutsche Börse will be required to pay NYSE Certain Differences in Shareholder Rights Before Euronext a termination fee of €250 million if: and After the Combination • an alternative acquisition proposal is made Until the completion of the combination (and in for Deutsche Börse, either the Deutsche the case of Deutsche Börse shareholders that do not Börse supervisory board or management tender their Deutsche Börse shares in the exchange board has changed its recommendation and offer, until the completion of the post-completion either (1) NYSE Euronext or Deutsche reorganization), Delaware law and the NYSE Börse terminates the business combination Euronext certificate of incorporation and bylaws will agreement because the minimum tender continue to govern the rights of NYSE Euronext condition has not been satisfied prior to shareholders, and German law and the Deutsche expiration of the offer acceptance period; Börse articles of incorporation will continue to or (2) NYSE Euronext terminates the govern the rights of Deutsche Börse shareholders. business combination agreement because of After completion of the combination (or, as a change in recommendation by the applicable, the post-completion reorganization), Deutsche Börse supervisory board or Dutch law and the Holdco articles of association will management board; or govern the rights of Holdco shareholders. • an alternative acquisition proposal is made Material differences in the rights of NYSE for Deutsche Börse, the minimum tender Euronext shareholders prior to the combination and condition has not been satisfied prior to the rights of Holdco shareholders after the expiration of the offer acceptance period combination, on the other hand, will include, among and, within 9 months of termination of the others, the following: business combination agreement, Deutsche Börse engages in an alternative transaction • Amendments to Holdco’s articles of with a third party involving 40% or more of association and certain extraordinary actions Deutsche Börse’s equity or assets. will require the approval of at least a two-thirds majority of the votes cast in a general meeting of shareholders in order to be Stock Exchange Listing effective. Deutsche Börse shares are listed on the • The election of directors (other than those Frankfurt Stock Exchange under the symbol “DB1.” nominated by the Holdco board of NYSE Euronext shares, which are listed on the New directors) and the removal of directors will York Stock Exchange and Euronext Paris under the require a two-thirds majority of the votes symbol “NYX,” will be delisted from the New York cast, and such votes must represent more Stock Exchange and Euronext Paris as soon as than one-half of Holdco’s issued capital on practicable after the completion of the combination, the resolution proposed for such an action. as permitted by applicable law. • Each of the Holdco directors initially Holdco intends to list its shares on the New designated by NYSE Euronext and York Stock Exchange subject to the notice of Deutsche Börse will be nominated by the issuance, and will apply prior to the time of delivery Holdco board of directors for re-election of the Holdco shares pursuant to the exchange offer pursuant to a binding nomination at each of and the merger to admit its shares to trading on the the annual general meetings of shareholders in 2012, 2013 and 2014, regulated market (regulierter Markt) of the Frankfurt except that the Holdco group chairman and Stock Exchange and the sub-segment thereof with the Holdco group chief executive officer additional post-admission obligations (Prime will each also be nominated pursuant to a Standard) and the regulated market segment of binding nomination for re-election to the Euronext Paris. Holdco board of directors at the annual general meeting of shareholders occurring 18.

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