NASDAQ THE PREMIER LISTING VENUE FOR PUBLIC COMPANIES

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1 NASDAQ THE PREMIER LISTING VENUE FOR PUBLIC COMPANIES

2 CURRENT STATE OF THE ECONOMY On September 2th, the National Bureau of Economic Research declared that the trough of the Great Recession occurred in June 29 in the US, but the economy is far from recovered. GDP has grown 3% since the trough, but remains 1.3% below where it was when the recession began almost three years ago. Dividend payments have increased since the low but only slowly, and are indicative of cautious corporate outlook. The IPO market has recovered the pipeline for Q4 looks to continue this trend with help from a strong showing in Asia/Pac and specifically China. Investors have a reduced risk appetite - investor portfolios are becoming more conservative. Investors are changing strategies - declining volatility and trading volume may reflect changes in the behavior of both investors and professional traders. S&P 5 Price and Dividends have returned to 25 levels. From 27 to early 29, prices declined more sharply than dividend payments but recovered some of their value during the time period. Investors have been moving from Equities to Bonds For the past 7 years there has been increasing momentum away from equities and towards bonds. 2

3 IPO FINANCING 21 IPOs YTD 6% Over 41% of IPOs in 21 have been VC backed. 41% 7% 3% Best 2% 23% IPO IPO-PE IPO-VC REIT SPIN 21 Energy IPOs YTD 18% 37% IPO IPO-PE IPO-VC 36% 9% SPIN 3

4 IPOS TOTAL CAPITAL RAISED BY SECTOR Energy, Financials & Info Tech are the 3 sectors that have raised the most so far in IPOs YTD 5,,, 4,5,, 4,,, 3,5,, 3,,, 2,5,, 2,,, 1,5,, 1,,, 5,, Energy & Materials Consumer Financials Healthcare Industrials Info Tech History of Capital Raised by Energy IPOs 7,,, 6,,, 5,,, 4,,, 3,,, 2,,, 1,,, 4 21 YTD

5 IPO HISTORY NASDAQ continues to be the market of choice for IPOs. 21 YTD there have been 65 IPOs on NASDAQ 9 other new listings on NASDAQ (i.e. Transfers/Spin Offs) Since 24, 737 companies chose NASDAQ to IPO; representing 65% of new listings Since January, 63 companies have filed S-1s indicating a NASDAQ listing. IPO History New Listings Sector Breakdown YTD 2% 9% 7% 16% 2% 26% 2% Financials Technology Health Care Consumer Energy & Materials Industrials Telecom NASDAQ NYSE NYSE AMEX 5 Data includes spin-offs and best efforts while excludes real estate investment trusts.

6 SELECT THE MARKET OF CHOICE Over $324 Billion in Market Value has chosen to switch to NASDAQ. Not only has more market value switched to NASDAQ but more companies choose NASDAQ. 1 Global Market Cap ($ in Millions) $18, $16, $14, $12, $1, $8, $6, $4, $2, $ NASDAQ to NYSE NYSE to NASDAQ 23 Rule 5 Eliminated 27 Symbology Plan Approved

7 VOLUME LANDSCAPE FRAGMENTATION OF THE MARKETPLACE

8 INCREASE CAPITAL, TRANSPARENCY AND OVERSIGHT NASDAQ s model is built on competing market makers leveraging the most efficient trading platform in the world with oversight from our internal MarketWatch and external regulator FINRA. A mid size company size will have approximately 35 market makers. SEC Circuit Breaker 8

9 MAY 6, 21: TIMELINE The week leading up to May 6 had seen significant macroeconomic news. Nervousness and volatility had been increasing in the markets for sovereign debt, foreign exchange, and equities. For 17 minutes U.S. futures, options, and equities experienced extreme levels of volatility. The decline and recovery happened very quickly. Most stocks followed the market down and back up. A few stocks decoupled from the market and traded at outlandish prices both down and up. 11,5 11,3 11,1 E-Mini S&P 5 futures contract 1,9 1,7 Stop Price Logic Event 14:45:28 DJIA 1,5 1,3 1,1 9,9 Dow Jones Industrial Index 9,7 9,5

10 US Equity Market Share 5% 45% 4% October/ 28 NYSE s Market Maker Launched 35% 3% 25% 2% 15% 1% 5% October 26 NYSE s Hybrid Market Launched % Jan-6 Mar-6 May-6 Jul-6 Sep-6 Nov-6 Jan-7 Mar-7 May-7 Jul-7 Sep-7 Nov-7 Jan-8 Mar-8 May-8 Jul-8 Sep-8 Nov-8 Jan-9 Mar-9 May-9 Jul-9 Sep-9 Nov-9 Jan-1 Mar-1 May-1 Jul-1 Sep-1 NASDAQ Matched Volume NYSE Matched Volume FINRA/NASDAQ TRF Volume BX Matched Volume ARCA Matched Volume BATS Volume Direct Edge Volume 1 Source: NASDAQ Market Center Trade Reporting. Data represents percentage of total share volume reported to the consolidated tape.

11 TRANSFORM INTELLIGENCE INTO ACTION NASDAQ OMX CORPORATE SOLUTIONS

12 POWER YOUR GLOBAL BUSINESS COMMUNICATIONS Intelligence Communications Governance By owning our services, we can keep up with dynamic business needs to provide public and private companies bestin-class business solutions NASDAQ Online Market Intelligence Desk Select Market Maker Corporate Intelligence FactSet with Corporate Intelligence International Investor Conferences NASDAQ Webinar Series GlobeNewswire WebCenter Print and Mail Distribution Directors Desk Whistleblower Hotline Investor Analytics Interactive Media Advanced Intelligence 12

13 LET US VOICE YOUR CONCERNS We Listen 1 Share your views with your Relationship Manager: Suggest products and services you want us to offer Drive government actions Short Selling, Bid Price Suspension, Symbology Plan, SOX Reform NASDAQ works tirelessly to ensure the concerns of our listed companies are voiced to Capital Hill and other important constituents. We Amplify We Involve 1 1 Leverage our memberships: Chamber of Commerce TechNet Executive Council Financial Services Roundtable Council of Foreign Relations Participate in our forums: Executive roundtables with political leaders Web Seminar Series (Technical Analysis, Mark to Market, Modified Uptick Rule) Issuer Affairs Committee Executive Networking Events We Support 1 Ask about our sponsorships : Regional conferences Long-standing industry partnerships Educational grants to leading universities 13

14 CURRENT / PAST PUBLIC POLICY ISSUES NASDAQ is very active in Washington DC and is an advocate for our issuers. These are examples of current and past public policy issues that NASDAQ has been involved in. 1 Financial Services Reform Dodd-Frank Legislation May 6 Flash Crash Carbon Trading in the United States Ownership of clearing and trading facilities / broker self-dealing Blue Sky Treatment of NASDAQ Capital Markets Listing Tier Deferral tax on international earnings Single European best bid / best offer U.S. Mutual Recognition of Foreign Exchanges Sarbanes/Oxley Implementation Immigration Market Data SEC Rule-Making Reform China s Rule 1 Restricting Potential IPOs Treatment of Sovereign Wealth Funds Corporate Governance Reform Option Market Rules

15 SUPPORT YOUR BRAND & LEVERAGE OUR GLOBAL NETWORK

16 NASDAQ & IPAA The NASDAQ MarketSite Opening Bell Ceremony is televised globally each morning live from MarketSite. The event is simulcast on the NASDAQ MarketSite Tower and webcast on NASDAQ.com. Listed companies executive management, business associates, employees and their families attend. 16

17 WE ARE HERE FOR YOU WHEN THE BELL STOPS RINGING. SM Align with innovation and progress Achieve global credibility with superior corporate governance and trading quality Transform intelligence into action using our Corporate Solutions Support your brand and leverage our global network Reduce costs and maximize your listing value 17 Bob McCooey Senior Vice President NASDAQ OMX Group

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