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Friday 05 January, 2007

NASDAQ Stock Market

NASDAQ announcement

NASDAQ Stock Market, Inc. (The)
05 January 2007



   THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO
                              AUSTRALIA OR CANADA

                               FINAL CASH OFFERS*
                                       BY
                        NIGHTINGALE ACQUISITION LIMITED
          (A WHOLLY OWNED SUBSIDIARY OF THE NASDAQ STOCK MARKET, INC.)
            FOR THE ENTIRE ISSUED AND TO BE ISSUED SHARE CAPITAL OF
                        LONDON STOCK EXCHANGE GROUP PLC

The Nasdaq Stock Market, Inc. ('NASDAQ') notes the recent press speculation with
respect to NASDAQ increasing its offers, its intentions following any lapsed bid
and the future pricing policy of the London Stock Exchange.

NASDAQ wants to clarify that no comments attributed to it with respect to an
increase in its offers should be interpreted as indicative of NASDAQ's
intentions. NASDAQ's position remains as set out in the announcement on 20
November 2006 and the Offer Document posted on 12 December 2006.

The Final Offers remain subject to the rules of the City Code which would only
permit a revision consistent with the following reservation: The Final Offers
will not be revised except that NAL reserves the right to revise the Final
Offers: (i) upon the recommendation of the LSE Board; or (ii) if a firm
intention to make a competing offer for LSE is announced, whether or not subject
to any preconditions.

NASDAQ would also like to clarify that as yet no decisions have been made about
its strategy for its LSE Shares in the event of a lapsed bid, in which event
NASDAQ's options include selling all or a portion of its stake and/or competing
directly in the London market (either on its own or in co-operation with another
party).

Finally NASDAQ would like to emphasize that no decisions have been made on LSE
pricing other than the previous public statements that NASDAQ believes one of
its primary responsibilities is to lower the total cost of trading for market
users and that NASDAQ commits not to increase standard LSE broker-dealer tariffs
for at least three years following consummation of a transaction.

* The Final Offers will not be revised except that NAL reserves the right to
revise the Final Offers: (i) upon the recommendation of the LSE Board; or (ii)
if a firm intention to make a competing offer for LSE is announced, whether or
not subject to any preconditions.

Save as defined above, capitalised terms used in this announcement have the same
meaning as in the Offer Document dated 12 December 2006.


ENQUIRIES

The Nasdaq Stock Market, Inc.                    Tel: +1 (212) 401 8714
Bethany Sherman                                       +1 (917) 836 1724

Greenhill & Co. International LLP                Tel: +44 (0)20 7198 7400
(lead financial adviser to NASDAQ and NAL)
Simon Borrows
Richard Hoyle

Dresdner Kleinwort Securities Limited            Tel: +44 (0)20 7623 8000
(broker to NASDAQ and NAL)
Angus Kerr
Alex Reynolds

Gavin Anderson & Company                         Tel: +44 (0)20 7554 1403 / 1405
(PR adviser to NASDAQ and NAL)                                            
Richard Constant


Greenhill & Co. International LLP, which is authorised and regulated in the
United Kingdom by the Financial Services Authority, is acting exclusively for
NASDAQ and NAL and for no-one else in connection with the Final Offers and will
not be responsible to anyone other than NASDAQ and NAL for providing the
protections afforded to clients of Greenhill & Co. International LLP or for
giving advice in relation to the Final Offers.

Dresdner Kleinwort Securities Limited, which is authorised and regulated in the
United Kingdom by the Financial Services Authority, is acting exclusively for
NASDAQ and NAL and for no-one else in connection with the Final Offers and will
not be responsible to anyone other than NASDAQ and NAL for providing the
protections afforded to clients of Dresdner Kleinwort Securities Limited or for
giving advice in relation to the Final Offers.

This announcement does not constitute an offer to sell or an invitation to
purchase any securities or the solicitation of an offer to buy any securities,
pursuant to the Final Offers or otherwise. The Final Offers are being made
solely by the Offer Document and the Forms of Acceptance accompanying the Offer
Document, which contain the full terms and conditions of the Final Offers,
including details of how the Final Offers may be accepted.

Unless otherwise determined by NAL, the Final Offers are not being, and will not
be, made, directly or indirectly, in or into or by the use of the mails of, or
by any means or instrumentality (including, without limitation, facsimile
transmission, telex, telephone or e-mail) of interstate or foreign commerce of,
or by any facilities of a national securities exchange of, Australia or Canada
or any jurisdiction where to do so would violate the laws of that jurisdiction
and will not be capable of acceptance by any such use, means, instrumentality or
facility or from within Australia or Canada or any such jurisdiction.
Accordingly copies of this announcement are not being, and must not be, directly
or indirectly, mailed or otherwise forwarded, distributed or sent in, into or
from Australia or Canada or any such jurisdiction, and persons receiving this
announcement (including, without limitation, custodians, nominees and trustees)
must not mail or otherwise distribute or send it in, into or from such
jurisdiction as doing so may invalidate any purported acceptance of the Final
Offers. Any person (including, without limitation, any custodian, nominee or
trustee) who would, or otherwise intends to, or who may have a contractual or
legal obligation to forward this announcement and/or the Offer Document and/or
any related document to any jurisdiction outside the United Kingdom and the
United States should inform himself of, and observe, any applicable legal or
regulatory requirements of that jurisdiction.

In accordance with the City Code, normal United Kingdom market practice, and
subject to applicable regulatory requirements and pursuant to exemptive relief
granted by the US Securities and Exchange Commission from Rule14e-5 under the US
Securities Exchange Act of 1934, (i) Dresdner Kleinwort Securities Limited and/
or its affiliates will continue to act as connected exempt principal traders in
LSE Shares on the London Stock Exchange and may from time to time make certain
purchases of, or arrangements to purchase, LSE Shares or futures contracts or
indices over LSE Shares outside the United States, other than pursuant to the
Final Offers, before or during the period in which the Final Offers remain open
for acceptance, and (ii) NAL, its affiliates, or their respective nominees or
brokers (acting as agents), may from time to time make certain purchases of, or
arrangements to purchase, LSE Shares outside the United States, other than
pursuant to the Final Offers, before or during the period in which the Final
Offers remain open for acceptance. These purchases may occur either in the open
market at prevailing prices or in private transactions at negotiated prices.
These purchases, or arrangements to purchase, shall comply with applicable rules
in the United Kingdom, including the City Code, the rules of the UK Listing
Authority and the rules of the London Stock Exchange and applicable US
securities laws (except to the extent of any exemptive relief granted by the US
Securities and Exchange Commission from Rule 14e-5). Any information about such
purchases will be disclosed as required in the United Kingdom pursuant to the
City Code and will be available from the Regulatory Information Service of the
UK Listing Authority and will be available in the United States at
www.nasdaq.com.

The NAL Directors and the NASDAQ Directors accept responsibility for the
information contained in this announcement, save that the only responsibility
accepted by them in respect of information in this announcement relating to LSE,
which has been compiled from public sources, is to ensure that such information
has been correctly and fairly reproduced and presented. Subject as aforesaid, to
the best of the knowledge and belief of the NAL Directors and the NASDAQ
Directors (each of whom has taken all reasonable care to ensure that such is the
case), the information contained in this announcement for which they accept
responsibility is in accordance with the facts and does not omit anything likely
to affect the import of such information.




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            The company news service from the London Stock Exchange
                                                                                                                                                                                                                                          

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