Presentation NASDAQ

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Published on February 24, 2008

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NASDAQ: What we have achieved and where we are heading:  NASDAQ: What we have achieved and where we are heading NASDAQ 1sts The Global Select Market with the highest listing standards in the world Select Market Makers Highest achievement in dual, spin-off and switch listings for any exchange Achieved 20.7% market share for the top 10 most actively traded NYSE companies Independent Research Network (IRN) - Coverage and visibility for issuers Technology Advancements NASDAQ IPO/Halt process Open, Closing & Intraday Crosses Most advanced Online trading system (Openview) for traders and our issuers Corporate Acquisitions 25% of the London Stock Exchange Risk Management - Carpenter Moore Investor Relations - Shareholder.com & PrimeZone Wire Services Alliance partners Corporate Governance – Equilar, BOD compensation MetricStream – SOX automated systems NASDAQ is the World’s Most Recognized Market :  NASDAQ is the World’s Most Recognized Market Forbes data source: www.forbes.com. As of June 2006. Number of domestic companies listed on NASDAQ National Market. Consumer represents consumer discretionary and staples. Data source: FactSet Research Systems, Inc. Data as of May 2006. Category-defining companies drawn from all sectors of the economy 50% of Fortune’s 100 Fastest Growing Companies 80% of Forbes “Top Brands” companies NASDAQ is home to… Slide4:  Includes common stocks, ADRs, and GDRS. Close end funds, REITS, and trusts are excluded. Source: EquiDesk, FactSet Research Systems, Inc., Bloomberg, and NASDAQ Economic Research. NASDAQ is Home for IPOs Since 1999, over 81% of all companies that have done an IPO in the leading U.S. exchanges have chosen NASDAQ. All NASDAQ and NYSE IPOs All International NASDAQ and NYSE IPOs Slide5:  NASDAQ Three Tier Market System On February 15th, 2006, NASDAQ announced plans to create a new market tier for public companies that will have the highest initial listing standards in the world. NASDAQ Global Select Expected Market Cap Distribution NASDAQ Global Select Expected Industry Distribution NASDAQ Global Select Market NASDAQ Global Market NASDAQ Capital Market • The NASDAQ Capital Market®, formerly The NASDAQ SmallCap Market, was renamed in 2005 to reflect the core purpose of this market which is capital raising. • The NASDAQ Global Select Market is being created for companies that meet the most stringent initial financial listing standards ever set by a stock market. • The NASDAQ Global Market, formerly the NASDAQ National Market® has a new name that more accurately reflects the global leadership and international reach of our market and our listed companies. Companies Choose NASDAQ NYSE listed companies are transferring to and listing their spin-offs on NASDAQ. :  Companies Choose NASDAQ NYSE listed companies are transferring to and listing their spin-offs on NASDAQ. NYSE Companies are listing their spin-offs on NASDAQ NYSE Companies are switching to NASDAQ “After a dual listing trial of nearly two years, we are convinced of NASDAQ’s commitment to a highly competitive, well regulated marketplace that is optimal for trading our stock.” - Charles R. Schwab, Chairman and CEO, Charles Schwab "As we look to our future as a publicly traded company, we concluded that NASDAQ, with its cadre of dynamic companies, state-of the-art electronic trading platform and focus on first-rate customer service, was a natural fit for us.“ Glenn Tilton, Chairman, President & CEO, UAL "We believe that our association with NASDAQ will afford us an opportunity to reinforce our position as a technology and market leader.“ Mike Fister, President and CEO, Cadence Design Systems “Listing on NASDAQ was the right choice for the new company. We look forward to a new and growing relationship with NASDAQ.” - Sears spokesman Chris Brathwaite NYSE Parent Company NASDAQ Spin-Off Company Liberty Media switched to NASDAQ in 2006. Slide7:  Sweden ($46.8bn) Source: Bloomberg Financial Markets. Data as of June 14th 2006. The list excludes companies grandfathered on NASDAQ: Anglo American, CSK Corporation, Dai'ei Inc, Fuji Photo Film, Highveld Steel and Vanadium, Kirin Brewery Company, Nissan Motor, Rexam, Santos, Sanyo Electric, and Velcro Industries. NASDAQ’s largest non-U.S. companies 328 foreign companies are listed on NASDAQ Slide8:  © Copyright 2005, The Nasdaq Stock Market, Inc. All rights reserved. Performance Current Dealer Market vs. Auction Market:  Current Dealer Market vs. Auction Market 0 years of experience Undefined hybrid model ARCA/Euronext integration challenges Pressure from specialists to maintain floor Owned regulator 35 years of experience Well-defined INET complements current structure Independent regulator Electronic Market Structure SIAC (2/3 NYSE, 1/3 AMEX) Untested acquiror INET easy to integrate Proven integrator – Brut Integration Legacy infrastructure Significant ongoing technology issues Robust, proven technology Technology Regulatory Structure 10 Transitioning from member-owned organization Transitioning from utility For profit orientation Focus on costs Corporate Culture Dealer Market is the Market of the Future Most stock exchanges have eliminated trading floors. The remaining floor-based exchanges are building electronic networks to trade. :  Dealer Market is the Market of the Future Most stock exchanges have eliminated trading floors. The remaining floor-based exchanges are building electronic networks to trade. Exchange Date Current Use London 1986 Space occupied by Knight Securities Copenhagen 1987 Electronics/Record Shop Paris 1991 Securities museum Stockholm 1991 Nobel Prize museum Milan 1996 Conference space Switzerland 1996 Office space Toronto 1997 Office space Tokyo 1998 Visitor/Media center Vienna 1998 Currently unused Dublin 2000 Currently unused Athens 2001 Conference space Nobelmuseet (The Nobel Museum) in the former Stockholm Stock Exchange, built in 1778. Only three auctions markets are currently standing: New York Stock Exchange American Stock Exchange Argentina Stock Exchange Superior Performing Market Based on SEC Definition NASDAQ outperforms auction based exchanges on independent SEC mandated Order Execution Rule (605) measures, which compares execution quality among market centers using uniform statistics.:  Superior Performing Market Based on SEC Definition NASDAQ outperforms auction based exchanges on independent SEC mandated Order Execution Rule (605) measures, which compares execution quality among market centers using uniform statistics. Execution speed effects efficiency Faster execution speed maximizes the likelihood of completing the transaction at an investor’s price point. Spread directly impacts investor cost Tighter spreads lead to lower costs which make available more investor capital for investment allocation. Trades relative to the spread indicates quality of execution Higher execution quality provides investors with greater certainty of execution at the desired price. See appendix for footnotes. NASDAQ data represents NASDAQ Execution Centers Source: Market Systems, Inc., April 2006 NASDAQ NYSE NASDAQ Provides Greater Market Depth NASDAQ’s competitive market structure produces greater liquidity and offers a broad reaching platform for issuers to convey their message.:  NASDAQ Provides Greater Market Depth NASDAQ’s competitive market structure produces greater liquidity and offers a broad reaching platform for issuers to convey their message. Market participants commit capital and provide continuous liquidity Multiple market makers provide greater liquidity, competition, and transparency for your investors. Greater liquidity enhances trading More stock can be bought or sold on NASDAQ without impacting the price. Analysts provide multiple channels to disseminate your story to investors More analyst sponsorship helps raise investor awareness and lowers volatility. See appendix for footnotes. Source: FactSet Research Systems, Inc., June 2006. NASDAQ NYSE NASDAQ Companies Have Higher Valuations - Across All Size Ranges and All Sectors:  NASDAQ Companies Have Higher Valuations - Across All Size Ranges and All Sectors Sector: GICS Sector. Sample size: 2,952 Companies – NASDAQ: 1,556, NYSE: 1,396. Includes all domestic common stocks on Nasdaq National Market and the NYSE with current P/E > 0. Top and bottom 2% have been removed as outliers. Data Source: FactSet Research Systems, Inc. As of March 2006. NASDAQ Stocks Have Higher Valuations NASDAQ Companies sustain higher P/Es, on-average, than NYSE companies with like-kind 2-year forecasted growth rates.:  NASDAQ Stocks Have Higher Valuations NASDAQ Companies sustain higher P/Es, on-average, than NYSE companies with like-kind 2-year forecasted growth rates. 2 Year Projected Compound Annual Growth Rate CAGR is the 2 year projected compound annual growth rate. It is the year over year growth rate applied to an company's EPS. It measures two year's average EPS from the prior fiscal period (FY0) to the upcoming fiscal period (FY2). Sample size: 2,129 Companies – NASDAQ: 1,053, NYSE: 1,076. Companies with negative or >100% CAGR have been excluded for this analysis. (NASDAQ: 106 companies, NYSE: 141 companies) Includes all domestic common stocks on Nasdaq National Market and the NYSE with current P/E > 0. Top and bottom 2% have been removed as outliers. Data Source: FactSet Research Systems, Inc. As of March 2006. Current P/E (March 2006) Institutional Investors are Moving Their Trades Away from the Floor Towards Electronic Markets The percentage of trades occurring on the NYSE is continually decreasing as institutional investors take advantage of NASDAQ’s superior platform to receive more efficient, higher quality executions with lower spreads.:  Institutional Investors are Moving Their Trades Away from the Floor Towards Electronic Markets The percentage of trades occurring on the NYSE is continually decreasing as institutional investors take advantage of NASDAQ’s superior platform to receive more efficient, higher quality executions with lower spreads. Average NYSE Historical Trading Volume “The recent slide reflects huge changes in the business of trading stocks. Electronic competitors to the NYSE have gained ground as big investors such as hedge funds have increasingly used computerized strategies that rely on quick execution of buy and sell orders, especially in heavily traded stocks or when news affects a company's stock price. In those situations, the NYSE's human traders sometimes can't keep up”. Wall Street Journal; November 29, 2005 "Trading on the floor today...is so different," says Jamie Selway, head of White Cap Trading, a New York brokerage firm. Just a few years ago, he says, "inertia" kept trades flowing to the NYSE floor, but those orders are now "portable" and can go anywhere. Wall Street Journal; November 29, 2005 © Copyright 2005, Wall Street Journal. All rights reserved. Institutional Investors are Wary of NYSE Hybrid Model For 35 years NASDAQ has brought leadership and innovation to the markets, today our electronic market model is emulated around the world.:  Institutional Investors are Wary of NYSE Hybrid Model For 35 years NASDAQ has brought leadership and innovation to the markets, today our electronic market model is emulated around the world. The Hybrid Market allows the Specialist to Remain in a Privileged Position Power to view incoming orders before the public Only person to have access to reserve, discretionary and hidden orders Trading in their proprietary account without interacting with public orders Institutional Investors still have many concerns about the Hybrid Proposal Specialist is still in a privileged position against public interest Confusion as to how investors will interact with the auction model, the hybrid and Arca Best execution requirements Unproven technology “Why were specialists the big winners here?” asked George Rutherfurnd, a Chicago based consultant to two trading organizations. “It appears that the NYSE somehow convinced the SEC staff that the NYSE specialist system would not be economically viable… unless specialists were given unimaginable competitive advantages to the detriment of the public orders”… “It’s a classic deal with the devil”… “totally contradicts the original intent of the hybrid model”… “now basically foolish for us to post at the NYSE”. Trader’s Magazine - June 2006 issue “The NYSE hybrid plan is an attempt to meet the demands of regulators and customers, but simultaneously provide for the needs of specialist member firms. Critics charge the NYSE decided, in the fifth amendment, to restore advantages of the specialists, who supposedly had complained after the first four amendments.” Trader’s Magazine 2006 “..90 percent of our orders are placed electronically and, if we can't be treated fairly, then we will go to a place where electronic orders are treated fairly.” Michael Buek- Head Trader Vanguard “The hybrid market is a securities market disaster waiting to happen. Even putting aside issues of unfairness to the trading public (which IBAC is not prepared to do in regard to the ultimate shape of the hybrid market), we ask the Commission staff to envision the scenario in this country's securities markets if the technology fails in a fully implemented NYSE hybrid market environment. Much of the technology (specialists' algorithms, certain order types, broker technology) has not yet even been offered, let alone tested. That which has been tested has repeatedly failed.” . Comment letter to SEC from Independent Broker Action Committee- March 2006 “…the proposal falls short of providing an effective trading system that will encourage investors to place orders on the Exchange” Ari Burstein, ICI (Buyside Advisory) NASDAQ’s Market Model is What The NYSE is Trying to Create Slide17:  © Copyright 2005, The Nasdaq Stock Market, Inc. All rights reserved. Price Slide18:  Listing and Annual Fees NASDAQ has lower listing fees for all levels of shares outstanding Source: Fee schedule as of October 2006. NASDAQ Annual fees represent proposed fees filed with SEC 2/10/06 and are pending approval. NYSE Initial Fees NASDAQ Initial Fees NYSE Annual Fees NASDAQ Annual Fees NASDAQ ADR Annual Fees Comparative Listing Fees NASDAQ annual fees are lower than both NYSE and proposed NYSE Arca fees across all TSO Ranges.:  Comparative Listing Fees NASDAQ annual fees are lower than both NYSE and proposed NYSE Arca fees across all TSO Ranges. Original Listing Fees Annual Listing Fees Fee Schedules as of March, 2006. Proposed NYSE Arca fees from SEC filing on 3/1/2006. Slide20:  © Copyright 2005, The Nasdaq Stock Market, Inc. All rights reserved. Brand Slide21:  The NASDAQ MarketSite Tower NASDAQ companies can advertise on the largest electronic screen in the US seen by millions of tourists and New Yorkers in Times Square NASDAQ MarketSite Events Bloomberg (USA, Brazil, Spain, Italy) BusinessWeek BusinessWeek Weekend CNBC ( USA, Asia, India) Fox News MSNBC CNN (USA, India, International) Phoenix TV China New Tang Dynasty TV China It’s About Finance.com Business Canada NDTV India Reuters Japan BBC TV Tokyo Sino TV MarketSite Network Coverage Visibility through: Market Open and Close Ceremonies, press conferences and interviews, listing anniversaries, product announcements, and other special events National Visibility in Times Square NYC The MarketSite provides unbeatable visibility to reach potential investors and customers NASDAQ's MarketSite has worldwide visibility. Over 150 broadcasts per day occur on location from major domestic and global news media Slide22:  2005 Highlights Over 100 participating companies with combined total market value of $650 billion. 800+ one-on-one meetings. In excess of 260 investors per event. Over 20,000 portfolio managers, brokers and analysts worldwide can view the presentations via the investors.NASDAQ.com webcast. NASDAQ International Programs Worldwide Visibility Europe currently has approximately $1 trillion invested in US Securities. In addition to their considerable purchasing power, European Investors are a longer term, more stable group of investors. 90% of the entire European institutional investor community investing in US Securities attend each year. International Programs have been taking place since the early 1990’s. 2006 Dates NASDAQ Growth Conference London, February 7-8 2006 NASDAQ 17th Investor Program London, Spring 2006 NASDAQ 18th Investor Program London, December 2006 Slide23:  Brand - NASDAQ is a Diversified Market of Leaders Listed since 1975 Listed since 1985 Listed since 1988 Listed since 1971 Listed since 1992 Listed since 1980 Listed since 1978 Listed since 1989 Listed since 1987 Listed since 1971 Listed since 1999 Listed since 1970 Companies that List on NASDAQ Stay and Grow on NASDAQ Listed since 1984 Listed since 1982 Listed since 1972 Slide24:  Many of the NYSE’s most respected companies are now choosing NASDAQ “Listing on NASDAQ was the right choice for the new company. We look forward to a new and growing relationship with NASDAQ.” - Sears spokesman Chris Brathwaite "Cadence's experience with being dual listed gave us an opportunity to compare the relative benefits of both marketplaces. After careful analysis, we determined that the NASDAQ electronic trading platform is the preferred marketplace for many of the institutional investors trading Cadence shares." - Bill Porter, SVP and CFO, Cadence Design Systems, Inc. “Since its inception, NASDAQ has shown a spirit of innovation and a focus on leveraging technology to provide investors the benefit of fast, high quality and low cost trade executions. After a dual listing trial of nearly two years, we are convinced of NASDAQ’s commitment to a highly competitive, well regulated marketplace that is optimal for trading our stock.” - Charles R. Schwab, Chairman and CEO, Charles Schwab Slide25:  “ ‘Everybody who does what I do feels like it’s basically a stacked deck down here,’ said James Malles, head of U.S. equity trading at UBS Global Asset Management, quoted in the Journal... ‘There's an inherent conflict. The specialists have to provide a fair and orderly market, but they can trade for their proprietary account. Those are clearly in conflict with each other.’ ” James Glassman, American Enterprise Institute Professional Investors Prefer NASDAQ NASDAQ’s high-speed, transparent market brings multiple market participants together and is increasingly the market of choice for professional investors. “The liquidity in NASDAQ allows us to execute larger size in the big-name stocks more efficiently and quicker. You hit a button and get things done. With the New York, you have to think of strategies to break up your order. It is complicating rather than simplifying.” Peter Jenkins, Head of North American Equity Trading, Deutsche Asset Management “The New York Stock Exchange specialist system doesn’t enjoy the confidence of the institutional investor community. I don’t think that’s going to change anytime soon.” Kevin Connellan, Head of Trading, Northern Trust Corp Slide26:  © Copyright 2005, The Nasdaq Stock Market, Inc. All rights reserved. Services Slide27:  NASDAQ Corporate Services – Further driving down the costs The NASDAQ Corporate Services is designed to provide listed companies the power to maximize their effectiveness in: Risk Management: Provide solutions that protect companies against risk. NASDAQ Insurance Agency is a full service corporate insurance broker specializing in the protection of Officers and Directors. Corporate Governance: Provide solutions that empower companies to comply with new regulatory requirements while mitigating risk. Equilar is viewed as the “gold standard” in executive compensation data. National Association of Corporate Directors (NACD) provides NASDAQ-listed companies with corporate governance educational services at a discount. WeComply, the leading provider of customizable online “Code of Conduct” training. Investor Relations: Provide solutions for greater visibility to the investment community. MetricStream Compliance products and solutions designed to enable public companies to better manage their compliance processes. PrimeZone is one of the world’s leading full-text press release, newswire, photo and multimedia distribution services Slide28:  Dash 5 Statistics Times of Stress Electronic Market Off Floor Volume Liquidity NASDAQ – A Global Market NASDAQ Initial Listing Fees NASDAQ Annual Listing Fees NASDAQ has Lower Effective Spreads More for Your Money NASDAQ MarketSite International Conferences NASDAQ Composite Index A Diversified Market of Leaders NASDAQ Relationship Manager Market Intelligence Desk NASDAQ Corporate Services NASDAQ Online 100% Customer Satisfaction Competitive Differentiators Price Performance Brand Services Slide29:  Bob Greifeld, Chief Executive Officer, +1 212 401 8901 Bruce Aust, Executive Vice President, +1 212 401 8746 Charlotte Crosswell, Vice President, +44 20 7825 5500 James Ogilvy-Stuart, Head of Asia Pacific, +852 2 580 1028 Ghanshyam Dass, MD Asia Pacific, +91 984 507 9937 Mikio Fujino, Chief Representative in East Asia, +81 803 024 6138 Asaf Homossany, MD Israel & CEE, +44 20 7825 5537 Paulina McGroarty, MD Europe & Africa, +44 20 7825 5534 Lawrence Pan, Chief Representative in China, +86 13 701 136824 Isabella Schidrich, MD Europe, +44 20 7825 5522 Rebecca Smith, Senior Associate, +44 20 7825 5540 Mohammad Abdul Ali, Associate, +44 20 7825 5506 Your NASDAQ Support Team Senior Management Regional Directors Associates

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