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The NASDAQ OMX Group, Inc. (NDAQ)

Annual Shareholder Meeting

May 22, 2013 9:00 am ET


Börje E. Ekholm - Chairman, Chairman of Nominating & Governance Committee, Member of Executive Committee and Member of Finance Committee

Edward S. Knight - Chief Regulatory Officer, Executive Vice President and General Counsel

Robert Greifeld - Chief Executive Officer, President, Staff Director, Member of Executive Committee and Member of Finance Committee


Börje E. Ekholm

Let's see if we can get this focused on one meeting. So good morning, everyone. My name is Börje Ekholm, I'm the Chairman of the NASDAQ OMX board and also Chairman of this meeting. Thank you all for joining us here today for the Annual Meeting of Shareholders of NASDAQ OMX. And the meeting is hereby convened and actually called into order. The Annual Shareholders Meeting gives you all shareholders an opportunity to ask questions about the business you actually own, but also it gives our CEO a possibility to describe the business of the company.

I've been Chairman of NASDAQ OMX for a year, and it's been quite a year actually. I would say the company is in constant work to evaluate the business but also to innovate and come up with new product. And if you look at this past year, I think it's particularly exciting to see the way the management team has handled the challenges we've seen in the business. We've built on the strength basically to broaden the offering of the products, expand the revenue base beyond the dependencies on cash equities, and we've also been able to manage the fluctuations in the global economy.

We have seen that we have broaden the business of the company, as we said, and we've done that through the acquisition of Thomson Reuters, as well as the eSpeed. Of course, acquisitions always the headlines in the media, but therefore, I'd especially like to draw attention to the work done in identifying organic growth opportunities through the GIFT program. And I think this is something that we really should complement the company at, finding new growth avenues and new growth opportunities. But I know our CEO will talk about that later on.

That said, we still have a core belief that the exchanges will continue to be at the center of the global economy and the financial infrastructure. NASDAQ OMX is extraordinarily well-positioned to take advantage of the positive trends that we're beginning to see occurring in the exchange space today. So from my vantage point, during the past year, NASDAQ OMX has achieved remarkable success through the sound implementation of its strategy. I look forward to seeing the team continuing to bring that level of commitment to all our new endeavors, proud to lead the board of this organization and we are at the convergence of forces that drive the global economy forward, including capital formation, technology and corporate and information solutions. So in behalf of all the directors of NASDAQ OMX, welcome to our Annual Meeting of Shareholders.

So with that, I'm pleased to introduce to you the individuals at the head table. So next to me is Robert Greifeld, our CEO; after that is Lee Shavel, who's the Executive Vice -- or Chief Financial Officer and Executive Vice President of Corporate Strategy; after that, it's Ed Knight, Executive Vice President, General Counsel and Chief Regulatory Officer; and to the far right is Joan Conley, Senior Vice President and Corporate Secretary. Members of the NASDAQ OMX board and executive management are also in attendance of this meeting.

We have also representatives from Ernst & Young, the company's independent auditor and from Broadridge Financial Solutions, the inspector of the election, are also in attendance. The representatives from Ernst & Young are available to answer any questions you may have during the Q&A session later on in the meeting.

The Secretary of the Corporation and the Annual Meeting has certified a list of eligible stockholders of the company entitled to vote at this meeting. So I will now ask Mr. Knight, Executive Vice President, General Counsel and Chief Regulatory Officer, to make the report of the general counsel.

Edward S. Knight

Thank you, Chairman Ekholm. On behalf of the legal staff -- and I'm going to go through some of the formalities here, but I want of knowledge Joan Conley's work and her staff in putting this meeting together. I know it will go flawlessly. Right, Joan? But I present proof by affidavit that notice of the meeting has been duly given and that a notice of Internet availability of proxy materials has been mailed on or about April 11, 2013 to every stockholder of record as of April 2, 2013.

As of April 2, 2013 record date, we had 165,763,497 shares of NASDAQ OMX common stock outstanding, subject to voting limitation and our certificate of incorporation that generally prohibits a holder from voting an excess of 5% of the total voting power of NASDAQ OMX. I also report that the Board of Directors has appointed Broadridge Financial Solutions to act as the inspector of the election at this meeting, and any adjournments hereof, and to count and examine all votes. The inspector of election has filed with me an oath of inspector and a report of inspector that a quorum is present at this meeting. The meeting agenda and meeting rules were provided to you as you entered the meeting I ask you to look at those.

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