SCHEDULE 14A

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant  þ                             Filed by a Party other than the Registrant  ¨

Check the appropriate box:

NYSE Euronext

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

© NYSE Euronext. All Rights Reserved. Accelerating Current Strategy May 2011 Deutsche Börse Merger

2 Legal Disclaimer

3 Legal Disclaimer 3 SAFE HARBOUR STATEMENT 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. 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), and was published on May 4, 2011.  Investors and security holders are urged to read the definitive proxy statement/prospectus, 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, 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 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.  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.

4 Moving Forward from a Position of Strength Executing our strategy to grow the business, realize efficiencies, build a global capital markets community, and drive out costs Proposed combination with Deutsche Börse further accelerates this successful strategy Positions the new company to lead the evolution in the industry Creates deeper, liquid and more transparent markets All leading equity and fixed income derivatives on a single platform, simplifying global connectivity Deeper liquidity and increased trading opportunities from creation of truly pan- Euro regulated exchange market Single clearing house rather than 2, simplifying operations 4

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 Markets 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

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 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 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 Commitment to Global Cash Trading and Listings Leadership Product Breakdown 37% 14% 29% 20% 45% 17% 11% 27% 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 Leading Capital Raising Markets 2010 Europe Cash Trading Market Share 22% 9% 6% 24% 11% 28% NYX + DB1 Cash and Listings Leading 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 9

Customer Benefits 10 Significant cost savings Projected savings for Tier 1 banks of up to €1.8 million per customer annually, including: SLE fees Connectivity software Connectivity infrastructure Software maintenance costs (est.  15%) LCH Clearnet connectivity costs Membership fees for clearing of Cash business Connectivity fees via BT Radianz Wider scope of asset classes Greater SLP opportunities Wider interaction of members – the liquidity of the combined market would be enhanced through the interaction of the respective member bases in a single order book

Client Cost Savings from the Proposed NYX/DB Merger 11 Primary Benefits Eliminate redundant market connectivity Customers can eliminate non-SFTI point-to-point carrier circuits. Assuming that customers have the necessary bandwidth, they can use SFTI to access 30+ destinations On average, we estimate, savings could be anywhere from $1,500/month (low speed) to upwards of $15,000/month (10 GB) for two connections per customer Leverage existing Mahwah co-lo services Customers can use their existing co-lo infrastructure (hardware + network) We anticipate that an average client savings could be in the range of $4,000 - $7,000/month Decreased development expenditure if ISE is migrated to UTP Cost efficiencies will allow clients to repurpose broker support staff and resources to core business projects Other Benefits Simpler client interface Once groups are integrated, clients will benefit from a more harmonized customer experience on several levels Relationship management => savings in Exchange relationship teams Single communication process Real time support (market surveillance and technical help desk) => one number to call instead of two ISE clients that are not currently on SFTI can gain access to our wide range of products/services

Cash Trading and Listings Technology 12 Single technical connection for all markets Single co-location set up Single matching engine technology One global network More harmonized customer experience (single communication process for support and relationship management)

Clearing 13 One clearing house and clearing system: Eurex clearing Eliminate duplicating clearing infrastructure Eliminate duplicating direct memberships of CCPs Operational efficiencies Single clearing interface, standardized business practices and policies/procedures eliminate risk/complexity, and reduce direct and indirect cost Common, consistent service model to improve customer experience More efficient capital management Reduce the need to move capital among multiple Clearing Houses Achieve netting effects and capital efficiencies through structured products Customer margin savings Customer default fund savings towards Clearing Houses Migration path To be determined, but will be designed to minimize impact and cost on customers Opportunities to develop new services OTC services and cross margining benefits with listed products

Settlement 14 More choices for Institutional Customers in terms of Custody Enhanced OTC services to sell side clients Greater collateral efficiency built on the “General Collateral Pooling” service Increased access to fund settlement services through Vestima + Corporate actions and processes harmonization in the perspective of Target 2S