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Shareholder Services Association July 16, 2009

Shareholder Services Association July 16, 2009. A Global Exchange Leader. NASDAQ OMX is a global exchange company with a diversity of geographies and traded instruments. Our multi-faceted mission is to: Provide high-velocity, frictionless trading and clearing

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Shareholder Services Association July 16, 2009

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  1. Shareholder Services AssociationJuly 16, 2009

  2. A Global Exchange Leader NASDAQ OMX is a global exchange company with a diversity of geographies and traded instruments. Our multi-faceted mission is to: • Provide high-velocity, frictionless trading and clearing • Provide the highest quality listing venue and listed company services • Power the global exchange industry through technology, market expertise, and investments Develop post-trade clearing services to lower systemic risk in OTC derivatives and lower costs in equities trading 70 exchanges and trading venues the world over trade and clear on NASDAQ OMX state-of-the-art technology Cash equities, options and futures all trade in a high-velocity, low friction trading environment 3,800 companies with $3.5 trillion1 market cap from all geographies choose to list on NASDAQ OMX 1 As of May 2009, FactSet

  3. A Global Exchange LeaderMulti-asset, multi-service capability across the Globe Listing Trading Clearing Information Services Global Technology • License • Facility Management • Network • Business Process Outsourcing (BPO) • Systems Solutions • Systems Integration • IT Operations • Advisory Services • Companies • Warrants • ETFs • Funds • Bonds • Corporate Services • 144A Securities • Cash Equities • Derivatives • Fixed Income • Commodities • 144A Securities • Dissemination • Market Analytics • Indexes • Market Data • Derivatives • OTC

  4. U.S. Options Exchanges • NASDAQ OMX PHLX and NASDAQ Options Market combined market share for U.S. equity options was 21% in May, 2009. NASDAQ OMX U.S. Equity Options Volume • 18% Market Share in May-09 • Migrating technology in Q309 • Ability to facilitate complex, multi-leg orders • First to offer pure price-time priority • Equity and Index options • 500K+ contracts per day PHLX NASDAQ Options Market Market Share

  5. Nordic Markets Nordic Cash Equities • The largest integrated securities marketplace in Northern Europe • Successful cross-border integration of 7 Nordic and Baltic exchanges • One access point, one membership, one rule book • Complete service offerings: listing, trading, post trade • Multiple asset classes: equities, equity& index derivatives, fixed income Value traded (€) Trades (mm) Nordic Derivative Trades

  6. A Global Exchange Leader Commodities • NASDAQ OMX Commodities and Nord Pool form Europe’s largest and most liquid power derivatives market • One of the largest carbon marketplaces in Europe, providing both EUAs and CERs • A transparent and mature commodity market • Expertise and knowledge from being at the forefront of the power market for 15 years • Trading and clearing in multiple asset classes through one single connection

  7. International Derivatives Clearing Group, LLC (IDCG): Provides a capital efficient central clearinghouse solution to clear and settle interest rate swap (IRS) contracts IRS are largest OTC Derivatives instruments by notional outstanding and trading volume: As of December 31, 2008 notional amount IRS outstanding was $328 Trillion - a 25% compounded annual growth rate since 1998 NASDAQ OMX has an 80% equity investment in IDCG June 30, 2009, Bank of New York Mellon made a minority investment in IDCG as part of a strategic partnership with NASDAQ OMX. A Global Exchange Leader Investment in IDCG National Amount Outstanding - $ Trillions Source: BIS Semiannual OTC derivatives statistics at end-June 2008

  8. A Global Exchange LeaderLeading Listing Platforms around the world Premier choice for over 3,800 industry-leading companies from 39 countries representing all industry sectors and a combined market capitalization of $3.5 trillion NASDAQ OMX operates a variety of listing platforms around the world: The Nasdaq Stock Market 144A NASDAQ OMX Nordic includes stock exchanges in Stockholm, Helsinki, Copenhagen and Iceland NASDAQ OMX Baltic includes stock exchanges in Tallinn, Riga and Vilnius NASDAQ OMX First North, an alternative growth market in the Nordic and the Baltic NASDAQ Dubai

  9. A Global Exchange LeaderListing the World’s Leading Brands

  10. A Global Exchange Leader Listing Highlights • NASDAQ Global Select Market has the world’s highest listing standards • Value proposition increasingly recognized by listed companies: • In depth market intelligence and value added services • Investor and consumer visibility opportunities • Lower listing fees • 59 switches in 2008: • 8 from NYSE ($79.9B in Market Cap) • 51 from NYSE Amex • DreamWorks Animation SKG switched in 2009

  11. Sources of Revenue* NASDAQ OMX Enjoys a Diverse Business Model Transaction related revenue (37%) * 1st Quarter 2009 Results

  12. Listing Qualifications

  13. Mission Statement • Promote the integrity and reputation of The NASDAQ Stock Market through the consistent, fair and transparent application of initial and continued listing standards.

  14. The New NASDAQ Listing Rulebook • NASDAQ’s goal was to reorganize and rewrite the rules in a more logical structure, without making substantive changes. • SEC Notice of Filing: http://www.sec.gov/rules/sro/nasdaq/2009/34-59663.pdf • The New Listing Rules: http://www.nasdaq.com/about/Listing_Rules_041309.pdf • As the old Listing Rules evolved over the last thirty years they became less intuitive and more difficult to navigate. • NASDAQ has placed all rules applicable to the initial listing, continued listing and delisting of securities on the NASDAQ Stock Market under the Rule 5000 Series. • The new Rules were implemented on April 13, 2009.

  15. The NASDAQ OMX Application Center • The web-based Application Center was developed to streamline the application submission and listing review process. • For a comprehensive overview of the Application Center and to get started, view our 15 minute WebEx Presentation at your convenience. • Should you need additional assistance our Initial Listings Team will be happy to personally walk you through the process, to contact them directly call +1 301 978 8008.

  16. To get started, an applicant needs: Current or Reserved Trading Symbol Current Market Central Index Key (CIK), which is easily accessible on all company SEC filings This data is used to extract issuer information from NASDAQ’s extensive corporate database, pre- populating the application with much of the information required for us to begin the listing review process. Access the NASDAQ OMX Application Center

  17. Access the NASDAQ OMX Application Center • Using your CIK, the Application Center pre-populates certain fields, including: • Company name, address, phone, place of incorporation • Transfer Agent Name • Auditor Name • CUSIP • Board of Director Names and Committee Assignments (as available) • The Application Center also facilitates the electronic submission of supporting documentation, including: • Corporate Governance Certification • Listing Agreement • Logo Authorization

  18. Late Filing Rule Change • NASDAQ and NYSE rules related to late filers have differed over the years. • In late October, NASDAQ significantly modified its rules related to late filers to allow listed companies a more reasonable process to regain compliance. • Previously, companies received a delisting letter as soon as a filing was late. They could appeal that delisting to a Hearings Panel, which could grant extensions up to 180 days from staff delist letter. • As revised, companies are provided with 60 days to provide a plan to regain compliance to NASDAQ staff. Staff can grant an extension of up to 180 days from the filing due date for the company to regain compliance. • If the company has not regained compliance by the end of the staff extension, staff would issue a delisting letter, which can be appealed to a Hearings Panel. • The maximum time available through all appeals is one year from the due date of the first delinquent report.

  19. Efforts to Address the Financial Crisis • In October 2008, in light of the extensive turmoil in the market, Nasdaq suspended the application of the $1 bid price and the market value of publicly held shares (MVPHS) requirements. • As a result, all existing bid price and MVPHS compliance concerns were frozen at their state on October 16th, and no new concerns will be created during the suspension. • This suspension was extended three times and the rules are now scheduled to be reinstated on August 3, 2009. Bid Price and Market Value of Publicly Held Shares Suspension

  20. Efforts to Address the Financial Crisis Compliance Process and Grace Periods • In light of current economic conditions, it is more difficult for companies to regain compliance with market-based listing standards and to develop and effect plans to regain compliance with other listing standards. • As a result: • Extended compliance periods for market value of listed securities requirement from 30 days to 90 days. • Proposed changes to make market-based compliance period timeframes consistent. • Proposed change to modify bid price compliance periods.

  21. Efforts to Address the Financial Crisis Compliance Plans • Currently, when a company is non-compliant with some rules (e.g., stockholders’ equity), the company is notified of the deficiency and allowed 15 days to submit a plan to regain compliance, which is reviewed by staff. Staff can grant an extension for up to 105 days from the notification of the deficiency for the company to regain compliance. • NASDAQ is proposing to change these rules to conform with our recently adopted process for filing deficiencies. As revised, companies would be allowed 45 days to submit a plan to regain compliance and staff would be permitted to grant an extension of up to 180 days from the notification of the deficiency for the company to regain compliance.

  22. NASDAQ Regulatory Resources • Legal and Compliance website: • http://www.nasdaq.com/about/LegalCompliance.stm • 250+ Summary staff interpretations • 350+ Frequently asked questions • Issuer alerts • 75+ summaries of Listing Council decisions • NASDAQ OMX Application Center • https://listingapplications.nasdaqomx.com • WebEx Demo • Contacts: • Doug McKenney, 301-978-8011, douglas.mckenney@nasdaqomx.com • NASDAQ Listing Qualifications, 301-978-8008

  23. NASDAQ Regulatory Resources • Questions

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