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*** Exercise Your Right to Vote ***

Important Notice Regarding the Annual Stockholder Meeting and the Availability of

Proxy Materials for the Annual Stockholder Meeting to Be Held on May 19, 2017.












Meeting Information


Meeting Type:         Annual Meeting

For holders as of:    March 21, 2017
Date: May 19, 2017           Time: 8:30 a.m., local time 
Location:  St. Regis Atlanta

    Eighty-Eight West Paces Ferry Road

    Atlanta, GA 30305



You are receiving this communication because you hold shares in the company named above.


This is not a ballot. You cannot use this notice to vote these shares. This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. You may view the proxy materials online at or easily request a paper copy (see reverse side).


We encourage you to access and review all of the important information contained in the proxy materials before voting.



See the reverse side of this notice to obtain proxy materials and voting instructions.



—  Before You Vote  —

How to Access the Proxy Materials


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      How to View Online:       
      Have the information that is printed in the box marked by the arrow LOGO  (located on the following page) and visit:    
      How to Request and Receive a PAPER or E-MAIL Copy:    
      If you want to receive a paper or e-mail copy of these documents, you must request one. There is NO charge for requesting a copy. Please choose one of the following methods to make your request:    
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Vote By Internet: To vote now by Internet, go to Have the information that is printed in the box marked by the arrow LOGO (located on the following page) available and follow the instructions.





Vote By Mail: You can vote by mail by requesting a paper copy of the materials, which will include a proxy card.



Vote In Person: Many stockholder meetings have attendance requirements including, but not limited to, the possession of an attendance ticket issued by the entity holding the meeting. Please check the meeting materials for any special requirements for meeting attendance. At the meeting, you will need to request a ballot to vote these shares.



  Voting Items  




The Board of Directors recommends you vote FOR Proposals 1, 2, 4, 5, 6, 7 and 8, “1 Year” on Proposal 3 and AGAINST Proposal 9.


1.      Election of Directors




To be elected for terms expiring in 2018:


1a.    Ann M. Cairns


1b.    Charles R. Crisp


1c.    Duriya M. Farooqui


1d.    Jean-Marc Forneri


1e.    The Rt. Hon. the Lord Hague of Richmond


1f.    Fred W. Hatfield


1g.    Thomas E. Noonan


1h.    Frederic V. Salerno


1i.     Jeffrey C. Sprecher


1j.     Judith A. Sprieser


1k.    Vincent Tese


2.     To approve, by non-binding vote, the advisory resolution on executive compensation for named executive officers.


3.     To approve, by non-binding vote, the advisory resolution on the frequency of future advisory votes on executive compensation.


4.     To approve the Intercontinental Exchange, Inc. 2017 Omnibus Employee Incentive Plan.





  5. To approve an amendment to the Intercontinental Exchange, Inc. 2013 Omnibus Non-Employee Director Incentive Plan to add an aggregate annual compensation limit.


  6. To approve the adoption of our Fourth Amended and Restated Certificate of Incorporation to update and streamline references to our national securities exchange subsidiaries, their members, and the holding companies that control such exchanges, and delete references to certain other subsidiaries.


  7. To approve the adoption of our Fourth Amended and Restated Certificate of Incorporation to remove an obsolete proviso cross-referencing a section of our Bylaws that was deleted after the sale of the Euronext business in 2014.


  8. Ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2017.


  9. Stockholder proposal regarding the preparation of a report assessing ESG market disclosure expectations.

Note: In their discretion, the proxies are authorized to vote upon such other business as may properly come before the Annual Meeting and any adjournments or postponements thereof.