News Releases

New York, Nov. 27, 2006 – Today, the U.S. Securities and Exchange Commission (SEC ) declared effective the Form S-4 registration statement relating to the proposed combination between NYSE Group, Inc. (NYSE: NYX) and Euronext N.V.  NYSE Group and Euronext N.V. have entered into an agreement providing for a combination of their businesses under a new holding company named NYSE Euronext. The combination will create the first global exchange group, encompassing seven exchanges in six countries. 

NYSE Group Board of Directors has scheduled a special meeting of stockholders in New York City on Wednesday, December 20, 2006 , at 8:00 a.m. , Eastern Standard Time, at which they will ask the NYSE Group stockholders to vote to approve the proposed business combination.  NYSE Group will begin mailing to shareholders its proxy statement/prospectus and voting materials for the special meeting this week.

“On behalf of Marsh Carter, our Chairman, and the other directors of the NYSE Group Board, I welcome the opportunity to present this proposal to our shareholders,” said John A. Thain, Chief Executive Officer, NYSE Group.   “Our board unanimously recommends that NYSE Group shareholders vote to approve and adopt the combination agreement and transaction with Euronext to create the world’s first truly global financial marketplace.”

Completion of the combination requires, among other things, approval of (1) the holders of a majority of the shares of NYSE Group common stock outstanding and entitled to vote at the NYSE Group special meeting as of November 17, 2006, the record date for the NYSE Group special meeting; and (2) a majority of the votes validly cast at the Euronext Extraordinary General Meeting of Shareholders, which is scheduled to be held on Tuesday, December 19, 2006, at 11:00 a.m., Central European Time, in Amsterdam, The Netherlands. After receipt of shareholder approval and the requisite regulatory approvals, NYSE Euronext will launch an exchange offer to acquire all of the outstanding shares of Euronext. 

If the combination is approved by NYSE Group’s and Euronext shareholders, and the exchange offer for Euronext shares is successful, the companies expect to close the transaction in the first quarter of 2007.  The proxy statement/prospectus that will be used at the NYSE Group special meeting will be available within a few days at www.sec.gov and www.nyse.com, and the registration statement on Form S-4 of which the proxy statement/prospectus is a part is currently available at www.sec.gov and www.nyse.com.

About NYSE Group, Inc.
NYSE Group, Inc. (NYSE:NYX) operates two securities exchanges: the New York Stock Exchange (the “NYSE”) and NYSE Arca, Inc. (formerly known as the Archipelago Exchange, or ArcaEx®, and the Pacific Exchange). NYSE Group is a leading provider of securities listing, trading and market data products and services. In the third quarter of 2006, on an average trading day, 2.2 billion shares, valued at $80.1 billion, were traded on the exchanges of the NYSE Group.

The NYSE is the world’s largest and most liquid cash equities exchange. The NYSE provides a reliable, orderly, liquid and efficient marketplace where investors buy and sell listed companies’ common stock and other securities.   On September 30, 2006 the operating companies listed on the NYSE represented a total global market capitalization of $23.0 trillion.

NYSE Arca operates NYSE Arca, Inc., the first open, all-electronic stock exchange in the  United States , and has a leading position in trading exchange-traded funds and exchange-listed securities. NYSE Arca, Inc. is also an exchange for trading equity options. NYSE Arca’s trading platforms provide customers with fast electronic execution and open, direct and anonymous market access.

NYSE Regulation, an independent not-for-profit subsidiary, regulates member organizations through the enforcement of marketplace rules and federal securities laws. NYSE Regulation also ensures that companies listed on the NYSE and NYSE Arca meet their financial and corporate governance listing standards.

For more information on NYSE Group, go to: www.nyse.com.

Cautionary Note Regarding Forward-Looking Statements
Information set forth in this document contains forward-looking statements, which involve a number of risks and uncertainties.  NYSE Group, Inc. (“NYSE Group”), Euronext N.V. (“Euronext”) and  NYSE Euronext, Inc. (“NYSE Euronext”) 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, statements about the benefits of the business combination transaction involving NYSE Group and Euronext, including estimated revenue and cost synergies, NYSE Euronext’s plans, objectives, expectations and intentions and other statements that are not historical facts. Additional risks and factors are identified in NYSE Group’s and NYSE Euronext’s filings with the U.S. Securities Exchange Commission (the “SEC ”), including NYSE Group’s Report on Form 10-K for the fiscal year ending December 31, 2005 which are available on NYSE Group’s website at http://www.nyse.com and the SEC ’s website at SEC 's Web site at www.sec.gov and in Euronext’s filings with the Autoriteit Financiële Markten (Authority for the Financial Markets) in The Netherlands, including its annual report and registration document for 2005, which is available on Euronext’s website at http://www.euronext.com. The parties undertake no obligation to publicly update any forward-looking statement, whether as a result of new information, future events or otherwise.

Additional Information About a Pending Transaction
In connection with the proposed business combination transaction between NYSE Group and Euronext, a newly formed holding company, NYSE Euronext, has filed with the SEC a Registration Statement on Form S-4 (File No. 333-137506) (the “S-4”)  that includes preliminary versions of the following documents: a proxy statement of NYSE Group, a shareholder circular of Euronext, and an exchange offer prospectus, each of which constitutes a prospectus of NYSE Euronext.  The parties will file other relevant documents concerning the proposed transaction with the SEC . NYSE Group intends to mail the final proxy statement/prospectus to its shareholders and Euronext intends to mail the final shareholder circular/prospectus and final exchange offer prospectus to its shareholders.

INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE FINAL PROXY STATEMENT/PROSPECTUS, SHAREHOLDER CIRCULAR/PROSPECTUS AND EXCHANGE OFFER PROSPECTUS REGARDING THE PROPOSED BUSINESS COMBINATION TRANSACTION, WHEN SUCH DOCUMENTS BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. 

You may obtain a free copy of the S-4 and the final proxy statement/prospectus, shareholder circular prospectus, and exchange offer prospectus, and other related documents filed by NYSE Group and NYSE Euronext with the SEC at the SEC 's Web site at www.sec.gov.  The final proxy statement/prospectus, shareholder circular/prospectus, and exchange offer prospectus, and the other documents may also be obtained for free by accessing NYSE Group’s Web site at http://www.nyse.com.

NYSE Group, Euronext and their directors and executive officers and other members of management and employees may be deemed to be participants in the solicitation of proxies from NYSE Group stockholders in respect of the proposed business combination transaction.  You can find information about NYSE Group's executive officers and directors in NYSE Group's definitive proxy statement filed with the SEC on April 11, 2006 .  You can obtain free copies of these documents and of the final proxy statement/prospectus, if and when it becomes available, from NYSE Group by contacting its investor relations department. Additional information regarding the interests of such potential participants has been included in the S-4 and will be included in the final proxy statement/prospectus, and the other relevant documents filed with the SEC .

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 U.S. Securities Act of 1933, as amended.

Contact: Gary Stein/Investor Relations
Phone: 212.656.2183
Email: gstein@nyse.com