NASDAQ Plans Common Stock Offering, Asks Voting Trust Certificate Holders To Sell Underlying Shares

The Nasdaq Stock Market, Inc. is planning to make an underwritten public offering of its common stock, which is expected to be completed in the first quarter of 2006. NASDAQ plans to sell its own shares in the offering. The

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The Nasdaq Stock Market, Inc. is planning to make an underwritten public offering of its common stock, which is expected to be completed in the first quarter of 2006.

NASDAQ plans to sell its own shares in the offering. The move is consistent with NASDAQ’s intention to redeem its series C preferred stock. NASDAQ expects to use approximately $105 million of proceeds from the offering for this purpose, with any further proceeds to be used for general corporate purposes.

In addition, at National Association of Securities Dealers (NASD) request, NASDAQ is inviting stockholders that acquired voting trust certificates, representing NASDAQ shares, before December 31, 2005 through the exercise of warrants issued in connection with the separation of NASDAQ from NASD, to sell those shares in the offering.

NASD has also considered selling shares in the offering, to the extent market conditions allow. The size of the offering will be established once NASDAQ receives all responses from potential selling shareholders. The shares sold by the selling stockholders are currently issued shares and will not change the number of NASDAQ shares outstanding.

As part of this proposed offering and as required by an agreement entered into in connection with NASDAQ’s separation from the NASD, NASD members will be invited to purchase shares through a Directed Share Program in this proposed offering.

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