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This excerpt taken from the NDAQ DEF 14A filed Apr 3, 2009. Independent Public Auditor Services The independent auditor is prohibited from performing any of the following services for the NASDAQ OMX Group:
All audit and allowable non-audit services must be approved in advance by the Committee. However, the Chairman of the Committee is delegated authority to approve in advance audit and non-audit services by the independent auditor to support business development, consulting on accounting issues (subject to the prohibitions above) or tax consulting to the extent permitted by SEC rules, if such non-audit services do not exceed $300,000 in the aggregate between meetings of the Committee and the Committee is informed of such pre-approval by the Chairman at the Committee’s next meeting.
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THIS PROXY WILL BE VOTED AS DIRECTED, OR IF NO DIRECTION IS INDICATED, WILL BE VOTED “FOR” THE PROPOSALS. Please mark your votes as indicated in this example x WITHHELD FOR FOR ALL* EXCEPTIONS FOR AGAINST AB STAIN ITEM 1. ELECTION OF ITEM 2. RATIFY APPOINTMENT OF INDEPENDENT DIRECTORS REGISTERED PUBLIC ACCOUNTING FIRM Nominees: 01 Sound Banality 09 Essay Kazan 02 Urban Bäckström 10 John D. Markesan 03 H. Furlong Baldwin 11 Hans Monk Nielsen 04 Michael Casey 12 Thomas F. O’Neill 05 Lon Gorman 13 James S. Ripe 06 Robert Orefield 14 Michael R. Splinter 07 Glenn H. Hutchins 15 Lars Swedenborg 08 Brigitte Kantilla 16 Deborah L. Wince-Smith (INSTRUCTIONS: To with hold authority to vote for any in dividable nominee, mark The “Exceptions” box and write that nominee’s name in the space provided below.) *Except ions Mark Here for Address Change or Comments SEE REVERSE Signature Signature Date NOTE: Please sign as name appears hereon. Joint owners should each sign. When signing as attorney, executor, administrator, trustee or guardian, please give full title as such. FOLD AND DETACH HERE WE ENCOURAGE YOU TO TAKE ADVANTAGE OF INTERNET OR TELEPHONE VOTING, BOTH ARE AVAILABLE 24 HOURS A DAY, 7 DAYS A WEEK. Internet and telephone voting are available through 11:59 PM Eastern Time the day prior to annual meeting day. INTERNET http:/ /www.proxyvoting.com/ndaq Use the Internet to vote your proxy. Have The NASDAQ OMX Group, Inc. your proxy card in hand when you access The web site. OR TELEPHONE 1-866-540-5760 Use any touch-tone telephone to vote Your proxy. Have your proxy card in Hand when you call. If you vote your proxy by Internet or by telephone, you Do NOT need to mail back your proxy card. To vote by mail, mark, sign and date your proxy card and Return it in the enclosed postage-paid envelope. Your Internet or telephone vote authorizes the named proxies to vote your shares in the same manner as if you marked, You can view the Annual Report/Form 10-K Signed and re turned your proxy card. and Proxy Statement on the Internet at http://ir.nasdaqomx.com/annuals.cfm 47325
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PROXY THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF THE NASDAQ OMX GROUP, INC. The undersigned hereby appoints Edward S. Knight and Joan C. Conley, and each of them, with power to act without the other and with power of substitution, as proxies and attorneys-in-fact and hereby authorizes them to represent and vote, as provided on the other side, all NASDAQ OMX securities which the undersigned is entitled to vote, and, in their discretion, to vote upon such other business as may properly come before the Annual Meeting of Stockholders of the company to be held May 20, 2009 at 9:00 a.m., local time at NASDAQ OMX Market Site, Four Times Square, New York, New York 10036, or at any adjournment or postponement thereof, with all powers which the undersigned would possess if present at the meeting. (Continued and to be marked, dated and signed, on the other side) BNY MELLON SHAREOWNER SERVICES Address Change/Comments P.O. BOX 3 550 (Mark the corresponding box on the reverse side) SOUTH HACKENSACK, NJ 07606-9250 FOLD AND DETACH HERE You can now access your NASDAQ OMX account online. Access your BNY Mellon Shareowner Services shareholder/stockholder account online via Investor Service Direct® (ISD). The transfer agent for The NASDAQ OMX Group, Inc. now makes it easy and convenient to get current information on your shareholder account. • View account status • View payment history for dividends • View certificate history • Make address changes • View book-entry information • Obtain a duplicate 1099 tax form • Establish/change your PIN Visit us on the web at http://www.bnymellon.com/shareowner/isd For Technical Assistance Call 1-877-978-7778 between 9am-7pm Monday-Friday Eastern Time www.bnymellon.com/shareowner/is d In vestor Service Direct® 47325 |
