NASDAQ OMX Group (NDAQ)

THE SPECIAL MEETING

Date, Time, and Place. The special meeting is scheduled to be held at our headquarters at One Liberty Plaza, 50th floor, New York, New York, on September 14, 2005, at 9 a.m. local time.

Purpose. At the special meeting, the Holders will be asked to consider and vote upon each of the following matters:

Who Can Vote. Only Holders of record of our common stock and Voting Preferred Stock (together with the common stock, the “Nasdaq Securities”) listed on the books of Nasdaq at the close of business on August 5, 2005, the record date, will be entitled to notice of, and to vote at, the special meeting. Holders of warrants issued by the National Association of Securities Dealers, Inc. (“NASD”) who have exercised warrants for shares of common stock will not be able to vote these shares at the special meeting. Pursuant to a voting trust agreement dated June 28, 2000, as amended, among Nasdaq, NASD, The Bank of New York and Mellon Investor Services, LLC, NASD retains the right to vote the shares of common stock received upon exercise of warrants until Nasdaq is approved for registration as a national securities exchange by the U.S. Securities and Exchange Commission (the “SEC”). Warrant holders who have exercised warrants for shares of common stock will receive the proxy statement for informational purposes, but will not receive a proxy card for these shares of common stock.

As of the record date, there were outstanding 81,635,585 shares of common stock (including shares of restricted common stock entitled to vote at the special meeting) and one share of Voting Preferred Stock. NASD owns the one share of Voting Preferred Stock.

1

Table of Contents

The enclosed proxy card shows the number of Nasdaq Securities that you are entitled to vote. Your individual vote is confidential and will not be disclosed to third parties.

Quorum. A quorum must be present in person or by proxy at the special meeting. The Holders of a majority of the votes that Holders are entitled to cast constitute a quorum at the special meeting. If you have returned valid proxy instructions or attend the meeting in person, your Nasdaq Securities will be counted for the purpose of determining whether there is a quorum, even if you wish to abstain from voting on some or all matters introduced at the meeting. Abstentions and “broker non-votes” (shares held by a broker, bank or other nominee that does not have authority, either express or discretionary, to vote on a particular matter) are counted for determining whether there is a quorum.

How Votes Are Counted. Each share of common stock outstanding on the record date is entitled to one vote on each matter that may be brought before the special meeting, subject to the voting limitation in the Certificate of Incorporation that generally prohibits a Holder, other than NASD, from voting in excess of 5% of the total voting power of Nasdaq. The share of Voting Preferred Stock is entitled to a number of votes that, together with all other votes entitled to be cast by the holder of the Voting Preferred Stock, is equal to one vote more than one-half of all votes entitled to be cast by all Holders as of the record date. The Voting Preferred Stock will be entitled to 28,357,594 votes on each of the matters brought before the special meeting.

Holders of Nasdaq Securities (common stock and Voting Preferred Stock) vote together as a single class on all matters submitted to a vote of stockholders. In addition, the Voting Preferred Stock votes as separate class with respect to Proposal III because that proposal impacts the rights of the Voting Preferred Stock. As a result, the affirmative vote by NASD of the common stock and Voting Preferred Stock that it controls in favor of the proposals being submitted for approval of the Holders at the special meeting will result in approval of Proposal I, but will not by itself result in approval of Proposals II and III, which require the affirmative vote of the Holders of 66 ²/3% of the total number of votes of the Nasdaq Securities entitled to vote on those proposals.

Required Vote. For Proposal I regarding the potential issuance of common stock upon conversion of certain Series A Notes, approval will require the affirmative votes of the Holders of a majority of the total number of the votes of the Nasdaq Securities cast either in person or by proxy at the special meeting. Each of Proposal II and Proposal III to approve amendments to the Certificate of Incorporation will require the affirmative vote of the Holders of 66 ²/3% of the total number of votes of the Nasdaq Securities entitled to vote on these proposals. In addition, the approval of the Voting Preferred Stock, voting as a separate class, is required for approval of Proposal III. For purposes of Proposal I, abstentions and broker non-votes, while counted for purposes of determining the presence of a quorum, are not considered votes cast and therefore will have no effect on the outcome of the vote. For purposes of Proposal II and Proposal III, abstentions will have the effect of a vote “Against” such proposals, and broker non-votes, although counted for purposes of determining the presence of a quorum, will have the effect of a vote “Against” such proposals.

Form of Proxy. The proxy provides that each Holder may vote his or her Nasdaq Securities “For” or “Against” or “Abstain” from voting with respect to each of the proposals.

Voting by Proxy Holders. If you hold your Nasdaq Securities in your name as a holder of record, you may instruct the proxy holders how to vote your Nasdaq Securities by using the toll-free telephone number, the Internet website listed on the proxy card or by signing, dating, and mailing the proxy card in the postage paid envelope that we have provided to you. Whichever of these methods you select to transmit your instructions, the proxy holders will vote your Nasdaq Securities as provided by those instructions. IF YOU RETURN A SIGNED PROXY WITHOUT SPECIFIC VOTING INSTRUCTIONS, YOUR NASDAQ SECURITIES WILL BE VOTED BY THE PROXY HOLDERS FOR THE PROPOSALS SET FORTH HEREIN. If your Nasdaq Securities are held by a broker, bank or other nominee that does not have authority, either express or discretionary, to vote on a particular matter, you will receive instructions from your nominee, which you must follow to have your Nasdaq Securities voted. The broker, bank or other nominee may only vote the Nasdaq Securities that it holds for you as provided by your instructions.

2

Table of Contents

Vote by Telephone. You may instruct the proxy holders how to vote your Nasdaq Securities by telephone by dialing, at no cost to you, the toll-free number printed on your proxy card. Telephone voting is available 24 hours a day until 11:59 p.m. (E.D.T.) on September 13, 2005. You must enter your control number (printed on your proxy card above your name). You will then receive easy-to-follow voice prompts allowing you to instruct the proxy holders how to vote your Nasdaq Securities and to confirm that your instructions have been properly recorded. If you vote by telephone, you do not need to return your proxy card. If you are located outside the United States and Canada, you should instruct the proxy holders how to vote your Nasdaq Securities by Internet or by mail.

Vote by Internet. You can also choose to instruct the proxy holders how to vote your Nasdaq Securities through the Internet. The website address for Internet voting is printed on your proxy card. Internet voting is available 24 hours a day until 11:59 p.m. (E.D.T.) on September 13, 2005. As with telephone voting, you must enter your control number (printed on the proxy card above your name) and you will be given the opportunity to confirm that your instructions have been properly recorded. If you vote through the Internet, you do not need to return your proxy card.

Vote by Mail. If you choose to vote by mail, simply mark your proxy card, sign and date it, and return it in the postage-paid envelope provided.

Voting on Other Matters. Nasdaq is not aware of any matters to be presented at the special meeting other than those described in this proxy statement. If any other matters not described in the proxy statement are properly presented at the meeting, the proxy holders will use their own judgment to determine how to vote your Nasdaq Securities. If the meeting is adjourned or postponed, your Nasdaq Securities may be voted by the proxy holders on the new meeting date as well, unless you have revoked your proxy instructions before that date.

How to Revoke or Revise Your Proxy Instructions. A proxy may be revoked at any time prior to the voting at the special meeting. To revoke your proxy instructions, you must (1) so advise Nasdaq’s Corporate Secretary, Joan C. Conley, c/o The Nasdaq Stock Market, Inc., One Liberty Plaza, New York, New York, 10006, in writing before your Nasdaq Securities have been voted by the proxy holders at the meeting or (2) deliver to Nasdaq’s Corporate Secretary before the date of the special meeting your revised proxy instructions, or otherwise submit a later dated proxy (including a proxy submitted by telephone or through the Internet). Alternatively, you can automatically revoke your proxy by attending the special meeting and voting your Nasdaq Securities in person.

Cost of This Proxy Solicitation. We will pay the cost of our proxy solicitation. We will, upon request, reimburse brokers, banks, and other nominees for their reasonable expenses in sending proxy material to their principals and obtaining their proxies. Some of Nasdaq’s employees may also solicit Holders personally and by telephone. None of these employees will receive any additional or special compensation for doing this. Mellon Investors Services has been retained to assist in soliciting proxies at a fee of $25,000 plus costs and expenses for these services and an additional amount of up to $55,000 in the event of a contested vote. Your cooperation in promptly submitting your proxy by telephone, through the Internet or by completing and returning the enclosed proxy card to vote your Nasdaq Securities will help to avoid additional expense.

Attending the Special Meeting. If you are a Holder of record and you plan to attend the special meeting, please indicate this when you vote. If you are a beneficial owner of Nasdaq Securities held by a bank, broker or other nominee, you will need proof of ownership to be admitted to the meeting. A recent brokerage statement or letter from the bank, broker, or other nominee are examples of proof of ownership. If you want to vote in person your Nasdaq Securities held in street name, you will have to obtain a proxy, executed in your favor, from the holder of record. You will need to provide proof of identification to gain entry to the special meeting.

3

Table of Contents