NASDAQ OMX Group (NDAQ)

Hellman & Friedman

For most of 2007, our largest stockholder was H&F Investors IV, LLC (H&F), and Patrick J. Healy, a managing director of H&F, served on our board of directors. On November 8, 2007, H&F sold its entire stake in Nasdaq, consisting of 23,545,368 shares of our common stock, in a public offering. The shares sold consisted of

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shares issued through the conversion of convertible notes and the cashless exercise of warrants, as well as shares held outright by H&F. As part of the cashless exercise of warrants, H&F delivered to us 1,044,276 shares of our common stock. The exercise price of the warrants was $14.50, and, therefore, the value of the shares delivered to Nasdaq was approximately $15.1 million. Other than the shares delivered to us through the cashless exercise of warrants, Nasdaq did not receive any of the proceeds from the offering.

In addition, we have purchased web-based marketing services from an affiliate of DoubleClick, Inc., which is one of H&F’s portfolio companies, in the ordinary course of business. In the fiscal year ended December 31, 2007, we paid approximately $0.2 million for these services. Patrick J. Healy, who resigned from our board of directors on December 19, 2007, serves on DoubleClick’s board of directors.

Hellman & Friedman

For most of 2007, our largest stockholder was H&F Investors IV, LLC (“H&F”), and Patrick J. Healy, a managing director of H&F, served on our board of directors. On November 8, 2007, H&F sold its entire stake in Nasdaq, consisting of 23,545,368 shares of our common stock, in a public offering. The shares sold consisted of shares issued through the conversion of convertible notes and the cashless exercise of warrants, as well as shares held outright by H&F. As part of the cashless exercise of warrants, H&F delivered to us 1,044,276 shares of our common stock. The exercise price of the warrants was $14.50, and, therefore, the value of the shares delivered to Nasdaq was approximately $15.1 million. Other than the shares delivered to us through the cashless exercise of warrants, Nasdaq did not receive any of the proceeds from the offering.

In addition, we have purchased web-based marketing services from an affiliate of DoubleClick, Inc. (“DoubleClick”), which is one of H&F’s portfolio companies, in the ordinary course of business. In the fiscal year ended December 31, 2007, we paid approximately $0.2 million for these services. Patrick J. Healy, who resigned from our board of directors on December 19, 2007, serves on DoubleClick’s board of directors.

Hellman & Friedman

On May 3, 2001, we issued and sold $240 million in aggregate principal amount of its 4.0% Convertible Subordinated Notes due 2006 (previously defined as the “voting notes”) to Hellman & Friedman. On April 22, 2005, we exchanged these voting notes for $240 million aggregate principal amount of Series B notes and Series B warrants to purchase 2,753,448 shares of common stock at $14.50 per share. The Series B notes are convertible into 16,551,724 shares of common stock, subject to adjustment, in general for any stock split, dividend, combination or other similar event. The Series B warrants will be exercisable by Hellman and Friedman and their transferees on or after April 22, 2006, or earlier under certain circumstances and will terminate on December 8, 2008, unless earlier terminated in connection with the mandatory redemption of the Series B notes.

On April 22, 2005, we sold $205 million aggregate principal amount of the Series A notes and the Series A warrants to Norway Acquisition SPV, LLC. Hellman & Friedman is the beneficial owner of $60 million of the Series A notes and Series A warrants to purchase 646,522 shares of common stock. The warrants are exercisable for common stock on or after April 22, 2006; provided, that they may be exercised earlier in connection with a fundamental change. The notes will be governed by the terms of an indenture, dated as of April 22, 2005, between Nasdaq and Law Debenture Trust Company of New York, as trustee and are convertible into common stock on or after April 22, 2006; provided, that they may be exercised earlier in connection with a fundamental change. The aggregate redemption price for Hellman & Friedman’s Series A notes and Series A warrants was $60.0 million plus any accrued interest from its Series A notes. Upon redemption of the Series A notes, (i) the indenture and the Series B notes can automatically be deemed to be amended to restate, with limited exceptions, the terms of the voting notes and (ii) the Series B warrants will be terminated.

In connection with these transactions we held a special stockholders’ meeting and recommended that our stockholders approve an amendment to our restated certificate of incorporation that would permit the holders of the notes to vote on all matters submitted to a vote of Nasdaq’s stockholders. Under the restated certificate, each holder of the Series A or Series B notes is entitled to the number of votes equal to the number of shares of common stock that could be acquired upon conversion of the holder’s Series A or Series B notes on the applicable record date, subject to the 5% voting limitation.

We have also agreed that in the event that the Nasdaq board approves an exemption from the foregoing 5% limitation for any person pursuant to the restarted certificate of incorporation (other than an exemption granted in connection with a strategic market alliance) and seeks the concurrence of the SEC, we will grant Hellman &

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Friedman a comparable exemption from this limitation and use best efforts to obtain SEC concurrence. We also have granted Hellman & Friedman registration rights with respect to the shares of common stock underlying the notes and the warrants. Additionally, Hellman & Friedman is permitted to designate one person reasonably acceptable to us for nomination as a director of Nasdaq for so long as Hellman & Friedman owns Series B notes and/or shares of common stock issued upon conversion representing at least 35% of the shares of common stock issuable upon conversion of the Series B notes it initially received. Patrick Healy has been nominated for re-election at the annual meeting and currently serves on the Nasdaq board pursuant to this commitment.

Hellman & Friedman

On May 3, 2001, Nasdaq issued and sold $240 million in aggregate principal amount of its 4.0% Convertible Subordinated Notes due 2006 (previously defined as the “Voting Notes”) to Hellman & Friedman. On April 22, 2005, Nasdaq entered into a note amendment agreement with Hellman & Friedman providing for the exchange by Nasdaq of the Voting Notes for $240 million aggregate principal amount of Series B Notes and Series B Warrants to purchase 2,753,448 shares of common stock at $14.50 per share. The Series B Notes will be convertible into 16,551,724 shares of common stock, subject to adjustment, in general for any stock split, dividend, combination or other similar event.

On April 22, 2005, Nasdaq entered into a securities purchase agreement (the “Securities Purchase Agreement”) with Norway Acquisition SPV, LLC (“Norway SPV”), providing for the sale by the Company to Norway SPV of $205 million aggregate principal amount of the Series A Notes and the Series A Warrants. Hellman & Friedman is the beneficial owner of $60 million of the Series A Notes and Series A Warrants to purchase 646,522 shares of common stock. The Warrants are exercisable for common stock on or after April 22, 2006; provided, that they may be exercised earlier in connection with a Fundamental Change. The

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Notes will be governed by the terms of an indenture, dated as of April 22, 2005, between Nasdaq and Law Debenture Trust Company of New York, as trustee (the “Indenture”) and are convertible into common stock on or after April 22, 2006; provided, that they may be exercised earlier in connection with a Fundamental Change.

Under the terms of the Indenture, subject to certain exceptions, Nasdaq will be required to redeem the Series A Notes and Series A Warrants if the (i) Merger Agreement is terminated or (ii) if the merger of Instinet Group Incorporated with an affiliate of Nasdaq (the “Merger”) has not closed by April 22, 2006. The aggregate redemption price for Hellman & Friedman’s Series A Notes and Series A Warrants will be $60.0 million plus any accrued interest from its Series A Notes. Upon redemption of the Series A Notes, (i) the Indenture and the Series B Notes shall automatically be deemed to be amended to restate, with limited exceptions, the terms of the Voting Notes and (ii) the Series B Warrants will be terminated.

In addition, Nasdaq has agreed to hold a special stockholders’ meeting and recommend that its stockholders approve an amendment to its Certificate of Incorporation that would permit the holders of the Notes to vote on all matters submitted to a vote of Nasdaq’s stockholders. Under the terms of the proposed amendment, each holder of the Series A or Series B Notes would be entitled to the number of votes equal to the number of shares of common stock that could be acquired upon conversion of such holder’s Series A or Series B Notes on the applicable record date, subject to the 5% voting limitation contained in the Certificate of Incorporation.

Nasdaq has also agreed that in the event that the Nasdaq Board approves an exemption from the foregoing 5% limitation for any person pursuant to the Certificate of Incorporation (other than an exemption granted in connection with a strategic market alliance) and seeks the concurrence of the SEC with respect thereto, Nasdaq will grant Hellman & Friedman a comparable exemption from such limitation and use its best efforts to obtain SEC concurrence with respect to such exemption. Nasdaq has granted Hellman & Friedman certain registration rights with respect to the shares of common stock underlying the Notes and the Warrants. Additionally, Hellman & Friedman is permitted to designate one person reasonably acceptable to Nasdaq for nomination as a director of Nasdaq for so long as Hellman & Friedman owns Series B Notes and/or shares of common stock issued upon conversion representing at least 35% of the shares of common stock issuable upon conversion of the Series B Notes it initially received. Patrick Healy, a director of Nasdaq that has been nominated for re-election at the annual meeting, serves on the Nasdaq Board pursuant to the foregoing provision.

At the stockholders’ meeting discussed above, Nasdaq has also agreed to ask its stockholders to approve the potential issuance of the shares of common stock underlying approximately $7.8 million of the Series A Notes (the “Subject Shares”). On or prior to October 24, 2005 or, if later, five (5) business days after the stockholders’ meeting, the Company has the option to repurchase approximately $3.8 million aggregate principal amount of the Series A Notes from Hellman & Friedman for a repurchase price in cash equal to 105% of the aggregate principal amount plus any accrued and unpaid interest. If the stockholders do not approve the potential issuance of the Subject Shares, the Company intends to exercise such option.