NASDAQ OMX Group (NDAQ)

8. Regulation

Following the completion of the Transaction, LSE will continue to be run as a Recognised Investment Exchange regulated solely by the FSA. The LSE Board will have sole discretion over the regulatory regimes applicable to the companies listed on its market and will have sole discretion for determining and ensuring compliance with the Recognition Requirements Regulations. LSE will also continue to comply with the relevant provisions of the Combined Code on Corporate Governance (the “Combined Code”) that apply to it.

NASDAQ, as NAL’s ultimate parent company, proposes that LSE will continue to have its own board of directors with a majority of non-executive independent directors, consistent with FSA requirements. User representation will be bolstered by the appointment of two user representatives to the LSE Board.

The LSE Board will also establish a committee of the Board (the “London Oversight Committee”) which will comprise of an Independent Chairman (possibly though not necessarily an independent non-executive director) and the two non-executive directors who are user representatives. The London Oversight Committee structure will be mandated as part of LSE’s by-laws. This committee will be consulted on and will have the right to veto any proposed changes to (i) the physical location from which 20 per cent. or more of the revenue stream of LSE is serviced to outside the UK; or (ii) the physical location of more than 20 per cent. of the cost base of LSE to outside the UK; or (iii) the listing standards of any LSE market. The Independent Chairman will be an individual with a substantial track record in the economic or regulatory oversight of the City of London. LSE’s articles will be amended to authorise LSE to be able to establish this committee and NASDAQ will undertake to the FSA that it will not change this article without FSA consent.

NASDAQ has held detailed discussions with the FSA and is confident that, following the Transaction, LSE will be able to meet its obligations as an RIE.

Furthermore, NASDAQ has held discussions with the SEC in which nothing has arisen which might hinder the consummation of a Transaction.

NASDAQ appreciates and supports the proposed changes to the legislative framework for financial services in relation to recognised investment exchanges and clearing houses announced by Economic Secretary to the Treasury, Ed Balls, and believes its proposals are consistent with the proposed legislation.

NASDAQ will today submit a filing to the Office of Fair Trading and does not expect the Final Offers to give rise to any significant antitrust issues, nor are they subject to any other formal regulatory approvals or a NASDAQ shareholder vote.

Regulation

Sec. 4.10 The Board may adopt such rules, regulations, and requirements for the conduct of the business and management of the Corporation, not inconsistent with law, the Restated Certificate of Incorporation, or these By-Laws, as the Board may deem proper. A Director shall, in the performance of such Director’s duties, be fully protected in relying in good faith upon the books of account or reports made to the Corporation by any of its officers, by an independent certified public accountant, by an appraiser selected with reasonable care by the Board or any committee of the Board or by any agent of the Corporation, or in relying in good faith upon other records of the Corporation.