Dear Fellow Nasdaq Stockholders

Dear Fellow Nasdaq Stockholders: We are pleased to enclose our latest proxy statement and invite you to attend the 2015 annual meeting of stockholders on May 6. You may elect to attend the meeting in New York or virtually via webcast at http://ir.nasdaq.com/events.cfm. While the stockholder meeting allows us to discuss key issues and initiatives at greater length, we want to provide you with a brief summary of recent business highlights that illustrate the depth and breadth of this franchise and our progress. BUSINESS AND FINANCIAL HIGHLIGHTS Our commitment to our clients, innovation and execution yielded another year of record financial performance for Nasdaq in 2014. 

Record net revenues, non GAAP net income and non GAAP EPS were driven by organic growth and contributions from our recent acquisitions. Organic revenue growth in the Listing Services, Information Services and Technology Solutions segments was 4% in 2014, consistent with our mediumͲterm outlook of midͲsingle digit revenue growth and was accompanied by an organic decline in expenses for the year. Of particular note, continued strong IPO activity and increased market share contributed to our best year in the U.S. IPO market in over a decade and the best year for Nordic IPOs since 2000. Our continued focus on our clients’ trading needs and improving market conditions led to good gains across our diverse and competitive offerings in the Market Services segment, leading to a return of organic growth after several years of postͲfinancial crisis industry volume headwinds. Investors recognized the strength of our results and the stability of our business and cash flow through strong stock price performance and relative valuation gains compared to our peers and the broader market, enjoying aboveͲaverage total stockholder returns. GROWING FROM WITHIN We know that organic growth is fundamental to creating longͲterm stockholder value. To ensure we continue to deliver strong growth, we again committed significant resources to Research and Development (R&D). 

While our track record in this area suggests we are on the right course with many of our initiatives, we know that we must be vigilant in our assessments of what is working and what is not, based on data and client feedback. One area where we believe we are on the right path is the Nasdaq Private Market. Launched in 2014, it has established a new range of liquidity and capital management solutions for private companies and supports more than 60 clients, ranging from promising startͲups to wellͲestablished private companies like Motley Fool. As further support for innovative young companies, we are celebrating 25 years in Silicon Valley in 2015 and extending our presence in this home of somany Nasdaq Ͳ listed companies by launching the Nasdaq Entrepreneurial Center in San Francisco. Nasdaq prides itself on being a preferred partner to our clients and working to bring more competition and efficiency to the markets. The launch of Nasdaq Futures (NFX), a new energy futures market with the support of leading commodities participants, will offer competitive pricing, an innovative clearing solution and high Ͳ performance technology for futures and options based on key energy benchmarks. It will launch in midͲ2015, pending regulatory approval. Another area where we remain optimistic about the opportunity for Nasdaq and our customers is the NLX initiative, launched in 2013. NLX is a LondonͲbased multilateral trading venue offering a complete suite of European interest rate benchmark futures, a horizontal clearing model bringing unique capital efficiencies and competitive fee structures. We continued to invest in NLX in 2014, reducing shortͲterm earnings, and recognize that we must demonstrate progress and success with this initiative in the near term. We continue to look for new ways to better serve our clients by leveraging our leading technology and efficiency. 

INTEGRATING ACQUISITIONS Again, our strong results in 2014 overall were driven by both broadͲbased organic growth and solid profit contributions from recent acquisitions. Our success was driven by our ability to successfully incorporate new acquisitions into our organization. Let me provide you with a few examples.