Nasdaq Q307 Investor Presentation

The NASDAQ Stock Market Investor Presentation Third Quarter 2007

© Copyright 2006, The Nasdaq Stock Market, Inc. All rights reserved.

1

Forward Looking Statement Forward-looking statements in this Investor Presentation are subject to known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements to be materially different from any future results, performance, or achievements expressed or implied by such forward-looking statements. These forward-looking statements were based on various factors and were derived utilizing numerous assumptions. Words such as “anticipates,” “estimates,” “expects,” “projects,” “intends,” “plans,” “believes” and words or terms of similar substance used in connection with any discussion of future operating results or financial performance identify forward-looking statements. These include, among others, statements relating to the timing and benefits of strategic initiatives. Factors that could cause actual results to differ materially from those contemplated by the forward-looking statements include, among others, the following factors: (i) the issuer's operating results may be lower than expected; (ii) the issuer's ability to implement its strategic initiatives and any consequences from its pursuit of its corporate strategy; (iii) competition, economic, political and market conditions and fluctuations, including interest rate risk; (iv) government and industry regulation; (v) adverse changes that may occur in the securities markets generally; or (vi) any loss by the issuer of significant trading volume or listed companies. Most of these factors are difficult to predict accurately and are generally beyond the issuer's control. You should consider the uncertainty and any risk resulting from such uncertainty in connection with any forward-looking statements that may be made herein. Readers are cautioned not to place undue reliance on these forwardlooking statements, which speak only as of TODAY’S date. Readers should carefully review OUR PUBLIC FILINGS WITH THE SEC, INCLUDING OUR MOST RECENT FORM 10-K AND FORM 10-Q, including, but not limited to, the SECTIONS ENTITLED “RISK FACTORS,” “Management’s Discussion and Analysis of Financial Condition and Results of Operation,” financial statements and the accompanying notes. Except for our ongoing obligations to disclose material information under the federal securities laws, the issuer undertakes no obligation to release publicly any revisions to any forward-looking statements, to report events or to report the occurrence of unanticipated events. For any forward-looking statements contained in any document, the issuer claims the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995. Non-GAAP Information In addition to disclosing results determined in accordance with U.S. generally accepted accounting principles (“GAAP”), NASDAQ also discloses certain non-GAAP results of operations, including total expenses, operating income, net income and diluted earnings per share, that exclude certain charges that are described further in this presentation and in the reconciliation table of non-GAAP to GAAP information provided at the end of this presentation. Management believes that this nonGAAP information provides investors with additional information to assess NASDAQ's operating performance by excluding these costs and assists investors in comparing our operating performance to prior periods. Management uses this non-GAAP information, along with GAAP information, in evaluating its historical operating performance. The non-GAAP information is not prepared in accordance with GAAP and may not be comparable to non-GAAP information used by other companies. The non-GAAP information should not be viewed as a substitute for, or superior to, other data prepared in accordance with GAAP.

© Copyright 2006, The Nasdaq Stock Market, Inc. All rights reserved.

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Additional Disclaimers Cautionary Note Regarding Forward-Looking Statements Information set forth in this communication contains forward-looking statements, which involve a number of risks and uncertainties. OMX and NASDAQ 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 Offer, the proposed business combination transaction involving NASDAQ and OMX, including estimated revenue and cost synergies, the Combined Group’s plans, objectives, expectations and intentions and other statements that are not historical facts. Additional risks and factors are identified in NASDAQ’s filings with the U.S. Securities Exchange Commission (the “SEC”), including its Report on Form 10-K for the fiscal year ending December 31, 2006 which is available on NASDAQ’s website at http://www.nasdaq.com and the SEC’s website at SEC’s website at www.sec.gov. and in OMX’s filings with the Swedish Financial Supervisory Authority (Sw. Finansinspektionen) (the "SFSA") including its annual report for 2006, which is available on OMX’s website at http://www.omxgroup.com. The parties undertake no obligation to publicly update any forward-looking statement, whether as a result of new information, future events or otherwise. Notice to OMX shareholders While the Offer is being made to all holders of OMX shares, this document does not constitute an offer to purchase, sell or exchange or the solicitation of an offer to purchase, sell or exchange any securities of OMX or an offer to purchase, sell or exchange or the solicitation of an offer to purchase, sell or exchange any securities of Nasdaq in any jurisdiction in which the making of the Offer or the acceptance of any tender of shares therein would not be made in compliance with the laws of such jurisdiction. In particular, the Offer is not being made, directly or indirectly, in or into Australia, Canada, Japan or South Africa. While NASDAQ reserves the right to make the Offer in or into the United Kingdom or any other jurisdiction pursuant to applicable exceptions or following appropriate filings and prospectus or equivalent document publication by NASDAQ in such jurisdictions, pending such filings or publications and in the absence of any such exception the Offer is not made in any such jurisdiction. Additional Information About this Transaction On August 7, 2007, NASDAQ filed with the SEC a Registration Statement on Form S-4 that includes a preliminary proxy statement of NASDAQ that also constitutes a prospectus of NASDAQ. Investors and security holders are urged to read the preliminary proxy statement/prospectus and the definitive proxy statement/prospectus when it becomes available, as well as other applicable documents regarding the proposed business combination transaction, because those documents contain, or will contain, important information. You may obtain a free copy of those documents and other related documents filed by NASDAQ with the SEC at the SEC's website at www.sec.gov. The proxy statement/prospectus and the other documents may also be obtained for free by accessing NASDAQ's website at http://www.nasdaq.com and OMX's website at http://www.omxgroup.com. NASDAQ and its directors and executive officers and other members of management and employees may be deemed to be participants in the solicitation of proxies from NASDAQ stockholders in respect of the transactions described in this communication. You can find information about NASDAQ's executive officers and directors in NASDAQ's definitive proxy statement filed with the SEC on April 20, 2007. You can obtain free copies of these documents and of the proxy statement/ prospectus from NASDAQ by accessing NASDAQ's website at http://www.nasdaq.com. Additional information regarding the interests of such potential participants will be included in the proxy statement/prospectus and the other relevant documents filed with the SEC when they become available.

© Copyright 2006, The Nasdaq Stock Market, Inc. All rights reserved.

3

Leveraging Proven Strengths to Grow Profits

Strengths

Opportunities

• Technology Leadership

• Growth in Equity Trading

• Customer Focus

• Options Trading

• Efficient Operator

• Portal Market

• Proven Integrator

• Expanding Value-added Issuer Services • Global expansion and consolidations combination

© Copyright 2006, The Nasdaq Stock Market, Inc. All rights reserved.

4

Delivering Performance – Improving Profits NASDAQ has successfully delivered on financial and operating objectives resulting in improved performance and profitability

2Q06

• Net revenue has increased for 11 consecutive quarters – overall growth of 73.1%

% Var

Net Revenue

171.1

198.7

16.1%

Total Expenses

134.8

99.7

(26.0)%

41.8

99.0

172.7%

24.4%

49.8%

104.1%

$16.6

$56.1

238.0%

Operating Income Operating Margin Net Income

• Operating margins have improved dramatically – (7.8)% in 3Q04 to 49.8% in 2Q07

2Q07

Operating Income 120

Net Revenue

Operating Margin

60%

100

50%

80

40%

150

60

30%

100

40

20%

50

20

10%

250

= CAGR

200

0 3Q04

1Q05

3Q05

22.1%

1Q06

3Q06

© Copyright 2006, The Nasdaq Stock Market, Inc. All rights reserved.

0

1Q07

0% 3Q05 4Q05 1Q06 2Q06 3Q06 4Q06 1Q07 2Q07

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NASDAQ is Growing Volumes and Market Share

•

Structural changes including Reg NMS are providing opportunities for volume growth and competition for trading NYSE-listed stocks.

-

NASDAQ is now the single largest pool of liquidity for trading cash equities.

-

CAGR in average daily matched volume for the past 6 quarters is 27%

Average Daily U.S. Equity Matched Volume

NYSENYSE-Listed Matched Market Share

(billions) 1.56 1.31

1.35

1.27

1.61

20%

1.34 15%

1.12

10%

5%

4Q05

1Q06

2Q06

3Q06

4Q06

1Q07

0% Jun-05

2Q07

Represents average daily share volume for U.S. equities matched on Nasdaq execution systems © Copyright 2006, The Nasdaq Stock Market, Inc. All rights reserved.

6

Dec-05

Jun-06

Dec-06

Jun-07

Entering Derivatives with NASDAQ Option Platform

•

Growth in equity and index options contracts is strong, with volumes growing nearly 30% year-over-year.

•

NASDAQ on track to launch an equity and index Options exchange in 2H 2007

•

This is an opportunity to take advantage of market structure changes and to leverage NASDAQ’s existing equity trading technology and customer network

-

Market Structure - The SEC has recently implemented a pilot for trading options in penny increments which is moving the market towards an order driven market from a quote driven market.

-

Technology – NASDAQ’s platform used to trade cash equities will be leveraged to trade equity and index options.

-

Customer Network - Existing technology network that links market participants to NASDAQ will be used to connect them to NASDAQ’s options market

© Copyright 2006, The Nasdaq Stock Market, Inc. All rights reserved.

7

Portal Market

• NASDAQ is the only US market with public and private capital formation solutions

Concept Concept

Market Market

Creating a system to negotiate and trade 144A securities among qualified Broker Dealers and Institutional Buyers, bringing liquidity and transparency to the market Global capital raised pursuant to rule 144A debt and equity offerings exceeded $1.5 trillion in 2006* • In 2006 seven of the top ten IPO’s globally did a 144A tranche in conjunction with their offering

Growth Growth

144A capital formation has tripled since 2002

* Global capital raised in conjunction with a 144a tranche (source Thompson Financial)

© Copyright 2006, The Nasdaq Stock Market, Inc. All rights reserved.

8

Industry Leading Technology 2001

2007

Transaction Speed

1 second

1 millisecond

Transaction Peak Rates

1,000 tps.

200,000 tps.

System Reliability

99.98+%

99.98+%

State of the art platform is fast, scalable and reliable •

Sub millisecond transaction speeds are fastest in the industry

•

Fully redundant data centers with hot-hot disaster recovery

•

Capacity to trade all U.S. listed equities

© Copyright 2006, The Nasdaq Stock Market, Inc. All rights reserved.

9

Investment in London Stock Exchange

•

NASDAQ announced that it is exploring alternatives to divest its 30.5% stake in the London Stock Exchange.

•

At the end of 2Q07 the carrying cost of the investment was approximately $1.3 billion and the market value was approximately $1.6 billion.

•

NASDAQ will use approximately $1 billion of proceeds from any sale to retire all outstanding senior term debt.

•

Remaining proceeds will be used to repurchase shares of NDAQ.

•

NASDAQ estimates that selling the stake will increase its stand-alone earnings per share for 2008 by approximately $0.30 to $0.35.

© Copyright 2006, The Nasdaq Stock Market, Inc. All rights reserved.

10

Industry Leading Innovators are Combining















Leading U.S. exchange #1 in U.S. IPOs and transaction volume Leading global brand World’s most efficient trading engine Efficient Operator Successful integrator

The

Home to leading companies World’s leading exchange technology provider 3rd largest equity derivatives exchange Track record of successful cross-border integration

© Copyright 2006, The Nasdaq Stock Market, Inc. All rights reserved.

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Group




Leading global securities exchange




World leading technology provider




Global visibility for issuers




Competitive derivatives market offering




Enhanced strategic opportunities




Significant synergy potential

OMX is a leading European exchange with strong momentum OMX equity and derivatives trading volume(1) Derivatives, no of contracts/day

OMX operating profit(2)

Equity turnover, $ bn/day(3)

700,000

8

600,000

7

300

250

6 500,000

200

5 400,000 150

4 300,000 3

100

200,000 2 50

100,000

1

0

0

0 2003

(1)Source:

2004

2005

2006

2007

2004

2005

2006

2007

OMX. Data for 2007 for January 1–June 30

(2)Source:

Company data. IFRS financials only available from 2004 onwards. Data for 2007 based on annualized 1H2007, includes a non-recurring gain of SEK101mm related to sale of shares in Orc Software (3)Based

on SEK/$ exchange rate of 6.665 as of July 11, 2007

© Copyright 2006, The Nasdaq Stock Market, Inc. All rights reserved.

12

The Combination Creates an Exchange Company with Multi-Asset, Multi-Service Capabilities Across the Globe

Trading

Clearing

Listing

Information Services


Cash Equities


Derivatives


Companies


Dissemination


Derivatives


Commodities


Equities


Commodities


OTC


Warrants, ETF’s
Funds


Derivatives
Market Analytics


Bonds
Corporate Client services


Market Data
Cash Equities
Derivatives
Mutual Funds
Commodities

© Copyright 2006, The Nasdaq Stock Market, Inc. All rights reserved.

13

Global Technology
License
Facility Management
Network
Business Process Outsourcing (BPO)

NASDAQ OMX will have Geographic and Product Diversification Revenues by Region

Revenues by Product Segment

Other 7%

Asia/Australia 5% Rest of Europe 14%

Technology 17% Cash trading 31%

Nordic 26%

Derivatives 6% US 55%

Market data 18%

Source: 2006 NASDASQ and OMX data. Represents Pro-forma revenues Note: OMX revenues converted at SEK/$ exchange rate of 6.665 as of July 11, 2007 © Copyright 2006, The Nasdaq Stock Market, Inc. All rights reserved.

14

Listings 21%

NASDAQ OMX Will Create the World’s Premier Listing Exchange Sectors




#1 in global listing (3,936 listings)(1)




#2 in market capitalization of listed

Industrials 13% Financials 24%

Energy & Utilities 3%

companies ($5.5 trillion)(1)




Consumer 16%

Diverse listings across all sectors

Materials 3%

Total Number of Listings of Major Exchanges

3,936

3,896

3,525

3,447

3,273 2,425

NASDAQ OMX

TSX Group

NYSE/Euronext

BME

London

Tokyo SE

Group

Sources: (1) World Federation of Exchanges. As of 06/30/2007 (2) NYSE Euronext June data from July 10, 2007 press release © Copyright 2006, The Nasdaq Stock Market, Inc. All rights reserved.

(1,2)

Telecom. & Info. Technology 25%

Health Care 16%

15

1,896

1,706

1,196

761

Australian

Korea

Hong Kong

Deutsche

Exchange

Exchange

Exchanges

Boerse

: A Highly Synergistic Combination Shared Management

Relentless focus on continuous

Vision

innovation and growth •Industry leading execution speeds

Shared Strategy of •Multi-asset processing capability

Developing World Class Technology as a

•High capacity levels

Competitive Strength

•Highly efficient operations

• YOY net income growth of 238% in 2Q ’07 • 11 consecutive quarters of net revenue growth

Shared Commitment to Delivering Growth and Creating Shareholder Value

• 4 year operating profit CAGR of 77%¹ • Focus on cost efficiency

¹ Excludes discontinued operations © Copyright 2006, The Nasdaq Stock Market, Inc. All rights reserved.

16

Market Technology Partners and Customers in more than 50 countries

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17

Approx. $150M in Net Revenue and Cost synergies

Information Services

Revenue (1) Synergies $50M

Transaction Services

Issuer Services

Operations & Technology

Cost (1) Synergies $100M Non-Technology

(1)






European sales of NASDAQ products










Increased velocity on OMX’s platform






Integrate systems and platforms





Consolidate real estate

U.S. broker-dealers buy OMX data New products including index data feeds

Increased derivatives volume Capitalizing on regulatory change Dual listings Access to U.S. private placement market via Portal Higher share of growth in company listings Cross-selling of Corporate Client Services

Merging US operations Leverage Genium platform

Rationalization of overlapping functions and services

One-off pre-tax costs to achieve synergies are expected to be $150M over 2 years

© Copyright 2006, The Nasdaq Stock Market, Inc. All rights reserved.

18

Proven Integration Capabilities

Directors Desk

2007

Reykjavik

2006

Prime Zone

2006

Computershare MT

2006

Shareholder.com

2006

Copenhagen

2005

Vilnius

2004

Tallinn

2003

INET

Carpenter Moore

BRUT

2005

2005

2004

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19

Riga

2003

Helsinki

2003

The NASDAQ Stock Market Investor Presentation Third Quarter 2007

© Copyright 2006, The Nasdaq Stock Market, Inc. All rights reserved.

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