NASDAQ OMX Group (NDAQ)

NASD will continue to maintain voting control over us until exchange registration is granted and may have interests that are different from yours and, therefore, may make decisions that are adverse to your interests.

The SEC requires that NASD retain greater than 50% of the voting control over us. Pursuant to our authority to operate The Nasdaq Stock Market as delegated to us by NASD and as approved by the SEC, NASD must continue to have voting control over us until the SEC approves our application to become a registered exchange. Giving effect to an underwritten offering of shares of our common stock owned by NASD that closed on February 15, 2005, NASD continues to own approximately 26.6 million shares of our common stock, including shares underlying unexercised and unexpired warrants. Following exchange registration, the voting rights related to the shares underlying unexercised and unexpired warrants will revert to the holders of the warrants. However, NASD will still be entitled to approximately 6.3% of the vote of holders of our common stock. Upon expiration of the warrants that are not exercised, the voting rights of our common stock underlying such warrants will revert to NASD and, therefore, will increase NASD’s voting percentage. Until exchange registration is granted, as a result of NASD’s voting control, its share ownership and our operating pursuant to NASD’s SRO registration pursuant to delegated authority, NASD will be in a position to continue to control substantially all matters affecting us, including any determination with respect to our direction and policies, acquisition or disposition of assets, future issuances of our securities, our incurrence of debt and any dividend payable on our common stock. NASD may have interests that conflict with your interests as a holder of our common stock. NASD’s control may delay or prevent a change in control, impede a merger, consolidation, takeover or other business combination involving us or discourage a potential acquirer from making a tender offer or otherwise attempting to obtain control of us or result in actions that may be opposed by other stockholders, including those who purchase common stock in this offering.