General Notes Regarding the Data Presented
Reported MarketAxess volume in all product categories includes only fully electronic trading volume. MarketAxess trading volumes and the Financial Industry
Regulatory Authority (“FINRA”) Trade Reporting and Compliance Engine (“TRACE”) reported volumes are available on the Company’s website at investor.marketaxess.com/volume.
Cautionary Note Regarding Forward-Looking Statements
This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended
(“Section 27A”), and Section 21E of the Securities Exchange Act of 1934, as amended (“Section 21E”). We intend such forward-looking statements to be covered by the safe harbor provisions for forward-looking
statements contained in Section 27A and Section 21E. Such forward-looking statements relate to, without limitation, the proposed transaction, our future economic performance, plans and objectives for future operations, and projections of
revenue and other financial items. Forward-looking statements can be identified by the use of words such as “may,” “will,” “assume,” “believe,” “contemplate,” “could,”
“intend,” “predict,” “would,” “plan,” “potential,” “projected,” “should,” “expect,” “anticipate,” “estimate,”
“target,” “continue”, “trend”, “objective”, “might” or comparable terminology, although not all forward-looking statements contain these identifying words.
Forward-looking statements are inherently subject to certain risks, trends, changes in circumstances and uncertainties, many of which we cannot predict with
accuracy and some of which we may not anticipate, including, but not limited to: historical financial information may not be representative of future results; the completion of the proposed transaction on the anticipated terms and timing, or at all,
including obtaining the requisite approval by the stockholders of the Company, and the satisfaction of other conditions to the completion of the proposed transaction as well as the failure to realize anticipated benefits of the proposed transaction;
there may be significant transaction costs in connection with the proposed transaction and the proposed transaction may be more expensive to complete than anticipated, including as a result of unexpected factors or events; there may be liabilities
that are not known, probable or estimable at this time or unexpected costs, charges or expenses; the occurrence of any event, change or other circumstance that could give rise to the termination of the proposed transaction, including in
circumstances requiring the Company to pay a termination fee pursuant to the terms of the merger agreement; any effect of the announcement of the proposed transaction on the Company’s ability to operate its business and retain and hire key
personnel and to maintain favorable business relationships; the proposed transaction may result in the diversion of management’s time and attention from ordinary course business operations to issues relating to the proposed transaction;
certain restrictions during the pendency of the proposed transaction that may impact the Company’s ability to pursue certain business opportunities or strategic transactions; unfavorable outcome of legal proceedings related to the proposed
transaction; the risk that the Company’s share price may decline significantly if the proposed transaction is not consummated; legislative, regulatory and economic developments; unpredictability and severity of catastrophic events, including,
but not limited to, acts of terrorism, outbreaks of war or hostilities or public health issues, as well as management’s response to any of the aforementioned factors; other risks and uncertainties detailed in periodic reports that the Company
files with the SEC; actions by third parties, including government agencies; reputational risk and potential adverse reactions of the Company’s or ICE’s customers, employees or other business partners, including those resulting from the
announcement or completion of the proposed transaction; the ability to promptly and effectively integrate the Company’s business with ICE’s business and realize the anticipated cost savings, synergies, and other financial benefits of the
proposed transaction within the expected time period or at all; ICE’s ability to obtain the contemplated debt financing on a timely basis, on favorable terms or at all; global economic, political and market factors; the level of trading volume
transacted on the MarketAxess platform; the rapidly evolving nature of the electronic financial services industry; the level and intensity of competition in the fixed-income electronic trading industry and the pricing pressures that may result; the
variability of our growth rate; our ability to introduce new fee plans and our clients’ response; our ability to attract clients or adapt our technology and marketing strategy to new markets; risks related to our growing international
operations; our dependence on our broker-dealer clients; the loss of any of our significant institutional investor clients; our exposure to risks resulting from non-performance by counterparties to
transactions executed between our clients in which we act as an intermediary in matched principal trades; risks related to self-clearing; our dependence on third-party suppliers for key products and services; our ability to enter into strategic
alliances and to acquire other businesses and successfully integrate them with our business; our dependence on our management team and our ability to attract and retain talent; risks related to sanctions levied against states or individuals that
could expose us to operational or regulatory risks; the effects of climate change or other sustainability risks that could affect our operations or reputation; the effect of rapid market or technological changes on us and the users of our
technology; issues related to the development and use of artificial intelligence; our ability to
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