01/25/2005
- Written materials used to solicit votes from stockholders ("solicitation materials") must be filed with the SEC before you can send them to stockholders;
- The Company will file each candidate’s solicitation materials with the SEC, on the following two dates only: February 18, 2005, and the date on which the Company files its Definitive Proxy Statement with the SEC, which is expected to be on or about March 2, 2005 (additional solicitation materials only);
- Candidates must submit their solicitation materials for filing with the SEC to Richard Kerschner, Vice President – Corporate Governance, in Room 1556 by February 15, 2005;
- The candidates' solicitation materials that are filed by the Company cannot be sent to stockholders until the candidate has received notification from the Company that such materials have actually been filed with the SEC;
- A candidate who intends to send additional, non-filed solicitation materials to stockholders must personally (on your own) file the documents with the SEC;
- No solicitation of proxies/votes shall be made by means of false or misleading statements of material facts, or by omissions of material facts;
- No person shall solicit any undated or post-dated proxies;
- Candidates should use the list of stockholders, as of the record date (February 25, 2005), to solicit proxies/votes. A stockholder list can be requested from the Membership Department by filling out and signing a Request for Stockholder List and Solicitation of Proxies. If a candidate uses a stockholder list dated prior to the record date, such candidate should obtain an updated stockholder list from the Membership Department, as of the record date, to make certain all voting stockholders are solicited.
I, __________ am the beneficial owner of ____ shares of common stock of NYMEX Holdings, Inc. and ____ Class A memberships in New York Mercantile Exchange, Inc.Please note that the concept of, "solicitation materials" is construed broadly by the SEC. It includes any materials (including advertising) distributed to stockholders for the purpose of getting their vote. It can also include the script of speeches. However, communications by a stockholder who is not a candidate, made on behalf of a candidate, will not be considered "solicitation" if such communications are limited to explaining how the stockholder intends to vote and why, and made by means of speeches in public forums, press releases, published or broadcast opinions, statements or advertisements appearing in a broadcast media, or newspaper, magazine, or other bonafide publications disseminated on a regular basis. In other words, you can tell people how you are voting and why, but you cannot ask them to vote in a particular manner.
A proxy statement containing important information about the election of directors of NYMEX Holdings, Inc. and other matters will be filed with the Securities and Exchange Commission and mailed to the stockholders of NYMEX Holdings prior to NYMEX Holdings' Annual Meeting of Stockholders scheduled for March 15, 2005. You are urged to read the proxy statement when it becomes available. When it is filed with the SEC, the proxy statement, as well as all of NYMEX Holdings' SEC filings, can be obtained free of charge from the SEC's website at www.sec.gov. Copies of the proxy statement may also be obtained free of charge from the Office of Corporate Governance of NYMEX Holdings, Inc.
Note to Candidates:
Each candidate for election to the Board of Directors is required to comply with the SEC's Proxy Rules. The Company will file your solicitation materials only on the two dates noted above. If you fail to submit your materials to the Company on time for filing on the designated dates, you will be responsible for complying with the SEC’s Proxy Rules on your own, including making all required filings.