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Thursday 20 September, 2007

NASDAQ Stock Market

NASDAQ Borse Dubai OMX Update

NASDAQ Stock Market, Inc. (The)
20 September 2007


For Immediate Release

   NASDAQ with Borse Dubai and OMX Takes Leadership to Create a Unique Global
                               Exchange Platform

                 NASDAQ Increases Certainty of OMX Combination

         Borse Dubai to become a 19.99 Per Cent Shareholder in NASDAQ;
                     Restricted to 5 Per Cent Voting Rights

        Steps taken to allow DIFX to be rebranded with the NASDAQ Brand

                NASDAQ to Become a Strategic Shareholder in DIFX

         Borse Dubai Purchases a 28.0 Per Cent stake in LSE From NASDAQ

            Analyst and Press Briefing to be Held at 10:30 a.m. CET


20 September - Borse Dubai Limited ('Borse Dubai') and The NASDAQ Stock Market,
Inc. ('NASDAQ') today announced a series of transactions that will create a
global financial marketplace with a unique footprint spanning the U.S., Europe,
the Middle East and strategic emerging markets.

According to Bob Greifeld, President and Chief Executive Officer of NASDAQ,
'These developments herald an important step forward for NASDAQ. Taken together,
these strategic actions will provide us with a footprint unlike any other
exchange, creating a global exchange leader, with operations in key markets
around the world. On the closing of the transactions with Borse Dubai, and
completion of the proposed combination with OMX AB (publ) ('OMX'), we will have
the technological infrastructure and the financial strength to serve our
customers and to achieve our global ambitions.'

Commenting on today's announcements, Essa Kazim, Chairman of Borse Dubai, said,
'Our primary objective is to build a world class, growth oriented exchange out
of Dubai and to become the center for capital markets activities in the emerging
markets. By entering into this partnership with NASDAQ, we will benefit from
NASDAQ's world leading brand, technology and platform. In addition, this
combination will establish a gateway to large pools of liquidity.'

Agreements between Borse Dubai and NASDAQ

Borse Dubai and NASDAQ have entered into agreements, each of which is subject to
a number of conditions. If all the agreements, which are subject to a series of
conditions, are completed pursuant to their terms:

• Borse Dubai to become a 19.99% shareholder in NASDAQ (capped at 5 per
  cent voting rights)

• NASDAQ will acquire all OMX shares to be purchased by Borse Dubai in 
  its offer for OMX

• NASDAQ will become a strategic shareholder and the principal commercial 
  partner of Dubai International Financial Exchange ('DIFX')

• DIFX will be rebranded with the NASDAQ brand and licensed 
  with market leading technology from the NASDAQ/OMX combination

In addition, Borse Dubai has acquired 28.0 per cent of the total issued share 
capital in London Stock Exchange Group PLC ('LSE') from NASDAQ at a price of 
GBP 14.14 per share.

NASDAQ To Acquire All OMX Shares Purchased By Borse Dubai; Borse Dubai 
ToBecome 19.9 Per Cent NASDAQ Shareholder

Under these agreements, Borse Dubai will continue its existing offer for OMX 
of SEK 230 per share in cash, and NASDAQ will continue to offer 
SEK 11.4 billion (USD1.7 billion) and 60.6 million NASDAQ shares for OMX. 
Upon fulfillment of certain conditions referred to below, NASDAQ will withdraw 
its offer for OMX, and Borse Dubai will open its offer for acceptances. If
these conditions are not met by February 15, 2008, or at an earlier date if 
any of the conditions cannot be met (the 'Termination Date'), the agreements 
will terminate and be of no further effect, and both Borse Dubai and NASDAQ may
pursue their respective offers independently. The Termination Date may be
extended in certain circumstances.

Assuming the relevant conditions are met (or waived), NASDAQ has agreed to 
acquire all the OMX shares (1) already owned by Borse Dubai, (2) purchased by 
Borse Dubai in its offer and (3) purchased by Borse Dubai pursuant to its 
options in respect of OMX shares. In exchange for Borse Dubai's shares in OMX, 
NASDAQ will issue to Borse Dubai approximately 60.6 million NASDAQ shares and 
pay approximately SEK 11.4 billion in cash, assuming Borse Dubai acquires all 
outstanding OMX shares. This is the same aggregate consideration included in 
NASDAQ's offer for OMX announced on May 25, 2007 and implies Borse Dubai will 
acquire new NASDAQ shares at an indicative implied price of USD 41.01 per share
(based on yesterday's SEK/USD exchange rate of SEK 6.5922/USD). Should Borse 
Dubai not acquire all outstanding OMX shares, the cash portion of the 
consideration will be reduced pro rata at a price of SEK 230 per OMX share to 
reflect the actual number of OMX shares sold to NASDAQ.

Borse Dubai will retain approximately 42.6 million of the NASDAQ shares 
(representing approximately 19.99 per cent of the fully diluted share capital 
it receives, restricted to 5.0 per cent of voting rights) with the remaining 
approximately 18.0 million NASDAQ shares (representing approximately 
8.4 per cent of the fully diluted share capital) being held in trust, with an 
affiliate of Borse Dubai as beneficiary, and managed by an independent trustee.
These shares will eventually be sold by the trust. While in the trust, these
shares will be voted by the trustee pro rata with the votes of NASDAQ's other 
shareholders. Borse Dubai will be limited to a five per cent voting stake in 
NASDAQ, which is the maximum allowed by NASDAQ's certificate of incorporation 
and bylaws.

The parties expect that the above mentioned conditions will be fulfilled in 
January 2008, and that Borse Dubai's tender offer for OMX's shares will open 
for acceptances at that time. Thereafter, an acceptance period of at least 
20 U.S. business days will follow, on expiration of which, settlement will take
place. Borse Dubai reserves the right to extend the acceptance period, as well 
as to postpone the settlement date. Following the first settlement, Borse Dubai 
will exercise the options described above. NASDAQ and Borse Dubai have agreed 
that, until the Termination Date, neither party will amend its respective offer.

The above described agreements are conditional upon a number of customary
regulatory and shareholder approvals in both Sweden and other Nordic and
Baltic jurisdictions as well as in the United States and approval by
shareholders of NASDAQ.

It is contemplated that at the end of this transaction, NASDAQ and OMX will
be known as The NASDAQ OMX Group, Inc.

These agreements have the unanimous support of the boards of directors of
NASDAQ and Borse Dubai. NASDAQ and Borse Dubai plan to submit voluntarily
the transaction for consideration by the U.S. Government.

It is envisioned that the Board of the combined company will be comprised of
16 members of which Borse Dubai will be entitled to recommend two directors
and OMX four directors. Borse Dubai's entitlement to recommend two directors
is conditional on its maintaining at least 50.0 per cent of its initial
investment. If its investment falls below 50.0 per cent but remains above
25.0 per cent, Borse Dubai shall be entitled to only nominate one director
and shall be entitled to nominate none at less than 25.0 per cent. As part
of its agreement, Borse Dubai has agreed to certain standstill provisions.

Commenting on the rationale for the combination, Mr. Greifeld said, 'The
combination will create the largest global network of exchanges and exchange
customers linked by technology. Since our original announcement of the
combination with OMX, we have become even more excited about the prospects
for the combined company. The combination provides significant benefits for
customers, shareholders and other stakeholders in both companies. We are
pleased that our agreement with Borse Dubai allows this deal to be completed
in the best fashion for our shareholders, for OMX shareholders and our
collective customers around the world.'

Regarding Borse Dubai becoming a shareholder in NASDAQ, Mr. Greifeld said,
'We are pleased that Borse Dubai has decided to become a shareholder in
NASDAQ. This better positions New York, as well as the U.S., to successfully
compete with other global financial markets and provides greater certainty
around our growth plans, while reinforcing the unique status and strength of
NASDAQ's technology and trading platforms.'

The combination NASDAQ and OMX will also strengthen the OMX Nordic Exchange
and the Nordic region. The combined group will have Stockholm as its
European centre for market activities, the headquarters for the Nordic
operations as well as global centre for technology development. The Nordic
Exchange will continue to operate under the rules and regulatory authorities
of each individual marketplace.

NASDAQ to become strategic shareholder in DIFX

NASDAQ and Borse Dubai also announced today that they have entered into an
agreement whereby NASDAQ would become a strategic shareholder in DIFX, Dubai's
international financial exchange. As part of the investment, NASDAQ will make a
financial investment as well as commit to provide DIFX with the NASDAQ brand,
OMX technology and marketing resources. This investment is designed to
accelerate DIFX's growth in the region and create a world-class electronic
exchange and technology platform in one of the world's fastest growing markets.

Per Larsson, Borse Dubai's CEO said, 'This transaction is unique and innovative.
It is a model for establishing a multinational network of exchanges that works
well for investors, listing companies, and associated stakeholders alike. Borse
Dubai is proud to be among the pioneers who put this configuration together, and
we look forward to working with NASDAQ and OMX to combine branding, experience,
technology, and geographic reach to make this mutual investment an example of
best practices across all disciplines involved.'

Mr. Greifeld noted, 'Our investment in the DIFX is an exciting step forward for
NASDAQ in a high growth economic region. This investment allows us to leverage
our brand and distribute the combined group's suite of products and services
through DIFX, one of the most well-developed and established marketplaces in the
Middle East and North African region. We look forward to expanding our footprint
in these rapidly growing emerging markets.'

Borse Dubai to acquire 28.0 per cent of LSE from NASDAQ

Separately, NASDAQ and Borse Dubai announced that Borse Dubai has agreed to
purchase 28.0 per cent of the outstanding share capital of London Stock Exchange
Group plc from NASDAQ at a price of GBP 14.14 per share. NASDAQ shall retain
approximately 3.5 per cent of the outstanding share capital. As previously
disclosed, the funds raised as a result of this share sale will be used by
NASDAQ to pay down approximately USD1.0 billion of debt and intends to initiate
a stock buy back. NASDAQ contemplates that this transaction will result in
USD0.30 - 0.35 in additional earnings per share in 2008. NASDAQ may purchase
shares from time to time in open market or private transactions, in accordance
with applicable laws and regulations, and subject to market conditions and other
factors. The repurchases may be commenced or suspended from time to time without
prior notice.

Mr. Greifeld said that he was pleased that NASDAQ was able to divest its LSE
stake to Borse Dubai 'We believe the share sale of our LSE stake is in the best
interests of our shareholders by unlocking the value of these shares.'

Mr. Soud ba'alawy, Vice Chairman of Borse Dubai said 'We are very excited about
this significant financial investment in the LSE. We are strong believers in the
continued strength and success of London as a leading global financial centre,
and our investment demonstrates our commitment to that continued success.'

Background

On May 25, 2007, NASDAQ and OMX announced that they had entered into a
transaction agreement to combine the two companies by way of public offer. The
proposed combination of NASDAQ and OMX was recommended by both Boards of
Directors. On the morning of August 9, 2007, Borse Dubai announced in a press
release that it was in the process of purchasing OMX shares and entering into
options to purchase OMX shares in a stake-building process with certain selected
investors. Borse Dubai purchased shares at SEK 230 per share representing 4.9
per cent of OMX's total issued and outstanding shares and entered into option
agreements with counterparties to purchase another 24.2 per cent of OMX's
shares. Following the acquisition of that strategic stake in OMX, the Board of
Directors of Borse Dubai decided on August 17, 2007, to launch an all cash offer
of SEK 230 per OMX share.

Other Information concerning the Agreements between NASDAQ and Borse Dubai

The conditions under the agreements for Borse Dubai to open its offer for OMX
for acceptances include receipt of regulatory approvals, accuracy of
representation and warranties, performance of covenants, approval by NASDAQ
shareholders, as well as, and certain other customary conditions for agreements
of these types.

The conditions for Borse Dubai to open its offer for OMX for acceptances include
receipt of regulatory approvals, accuracy of representation and warranties,
performance of covenants and certain other customary conditions for transactions
of these types. In a joint submission, NASDAQ and Borse Dubai requested and
received a ruling from the Swedish Securities Council (Sw. AktiemarknadsnTM?
mnden) on the compliance of the agreements between NASDAQ and Borse Dubai with
good practice on the Swedish stock market and with the OMX Nordic Exchange
Stockholm rules on Public Offers on the Stock Market (the 'Takeover Rules'). In
their ruling, the Swedish Securities Council (1) found that the potential
postponement of approximately one to two months, due to the new circumstances,
of acceptance periods and settlement dates in Borse Dubai's and NASDAQ's offers
for OMX, is acceptable; (2) concluded that neither NASDAQ's acquisition of the
OMX shares from Borse Dubai after completion of Borse Dubai's offer, Borse
Dubai's acquisition of an equity stake in LSE nor NASDAQ's investment in DIFX,
is a breach of the Takeover Rules or good practice on the Swedish stock market;
(3) granted NASDAQ an exemption from the mandatory bid rule which otherwise
would be applicable with respect to NASDAQ's acquisition of the shares in OMX
from Borse Dubai; (4) grants NASDAQ an extension of the time period for
preparing and filing for approval of an offer document with respect to its
public offer to the shareholders in OMX until January 15, 2008 and (5) granted
Borse Dubai an extension of the time period for preparing and filing for
approval of an offer document with respect to its public offer to the
shareholders in OMX until November 1, 2007.

Further to an additional joint submission, the Swedish Securities Council has
stated (AMN 2007:32) that, to the extent that the transactions mentioned herein
would be consummated and NASDAQ would become the owner of less than 90 per cent
of the shares in OMX, the lowest price in a potential subsequent public takeover
offer from NASDAQ in order to reach the 90 per cent threshold in OMX shall
correspond to the value of the consideration as per the day when a binding
agreement was concluded in respect of NASDAQ's acquisition of OMX shares from
Borse Dubai (this day was 19 September 2007.)

JPMorgan and SEB Enskilda are acting as financial advisers to NASDAQ in relation
to its transactions with OMX and Borse Dubai. JPMorgan and UBS Investment Bank
are acting as financial advisers to NASDAQ in relation to the sale of 28.0 per
cent stake in LSE to Borse Dubai. Advokatfirman Cederquist and Skadden, Arps,
Slate, Meagher and Flom LLP are acting as legal advisers to NASDAQ.

Borse Dubai has retained HSBC Bank plc and ABG Sundal Collier as financial
advisers and Linklaters LLP and Gibbs, Dunn & Crutcher as legal advisers in
connection with the agreements.

Borse Dubai Limited was incorporated on 7 August 2007 in the Dubai International
Financial Centre ('DIFC') and is registered with the DIFC Registrar of Companies
with registered number 0447. Borse Dubai Limited is 60 per cent owned by the
Investment Corporation of Dubai, 20 per cent by Dubai Group LLC (a member of the
Dubai Holding Group) and 20 per cent by DIFC Investments LLC. Borse Dubai's sole
business purpose is to act as a holding company for investments in stock
exchanges, including the Dubai Financial Market and the Dubai International
Financial Exchange. Where the context requires or permits, references in this
document to Borse Dubai include its current and prospective subsidiaries other
than OMX.

BD Stockholm is a wholly-owned Swedish subsidiary of Borse Dubai. BD Stockholm
is a limited liability Swedish company with corporate registration number
556732-9940. The company was established on 22 May 2007 under the name Goldcup D
3097 AB and registered with the Swedish Companies Registration Office (Sw.
Bolagsverket) on 2 July 2007. BD Stockholm has never conducted and at present
does not conduct any business and its sole purpose is to make the Offer and take
all actions to finance and complete the Offer and operate as a parent company of
OMX.

NASDAQ is the largest U.S. electronic stock market. With approximately 3,200
companies, it lists more companies and, on average, its systems trade more
shares per day than any other U.S. market. NASDAQ is home to companies that are
leaders across all areas of business including technology, retail,
communications, financial services, transportation, media and biotechnology.
NASDAQ is the primary market for trading NASDAQ-listed stocks. For more
information about NASDAQ, visit the NASDAQ Web site at http://www.nasdaq.com or
the NASDAQ Newsroom at http://www.nasdaq.com/newsroom/.

Cautionary Note Regarding Forward-Looking Statements

'Forward-looking statements relating to Borse Dubai's offer for OMX. This press
release may contain forward-looking statements. These statements as they appear
throughout this press release are not guarantees of future performance and are
subject to inherent risks and uncertainties. Forward-looking statements may be
identified by the fact that they do not relate strictly to historical or current
facts and include, without limitation, words such as 'may,' 'will,' 'expects,'
'believes,' 'anticipates,' 'plans,' 'intends,' 'estimates,' 'projects,'
'targets,' 'forecasts,' 'seeks,' 'could,' or the negative of such terms and
other variations on such terms or comparable terminology. Forward-looking
statements include, but are not limited to, statements about the expected future
business of Borse Dubai and its subsidiaries and OMX resulting from and
following the Borse Dubai's offer for OMX, statements about the benefits of
Borse Dubai's offer for OMX, the transactions contemplated by NASDAQ's
agreements with Bourse Dubai and OMX, the proposed business combination
transaction involving NASDAQ and OMX, including estimated revenue and cost
synergies, the combined group's plans, objectives, expectations and intentions,
the proposed uses of proceeds from the sale of the LSE stake and other
statements that are not historical facts. These statements reflect Borse Dubai
management's current expectations based upon information currently available to
them and are subject to various assumptions, as well as risks and uncertainties
that may be outside of their control, including but not limited to the effect of
changes in general economic conditions, the level of interest rates,
fluctuations in product demand, competition, technological change, employee
relations, planning and property regulations, natural disasters and the
potential need for increased capital expenditure (such as resulting from
increased demand, new business opportunities and deployment of new
technologies). Actual results could differ materially from those expressed or
implied in such forward-looking statements. Any such forward-looking statements
speak only as of the date on which they are made and Borse Dubai does not
undertake any obligation to update or revise any of them, whether as a result of
new information, future events or otherwise.

Notice to OMX shareholders

While the Offer is being made to all holders of OMX shares, this document does
not constitute an offer to purchase, sell or exchange or the solicitation of an
offer to purchase, sell or exchange any securities of OMX or an offer to
purchase, sell or exchange or the solicitation of an offer to purchase, sell or
exchange any securities of NASDAQ in any jurisdiction in which the making of the
Offer or the acceptance of any tender of shares therein would not be made in
compliance with the laws of such jurisdiction. In particular, the Offer is not
being made, directly or indirectly, in or into Australia, Canada, Japan or South
Africa. While NASDAQ reserves the right to make the Offer in or into the United
Kingdom or any other jurisdiction pursuant to applicable exceptions or following
appropriate filings and prospectus or equivalent document publication by NASDAQ
in such jurisdictions, pending such filings or publications and in the absence
of any such exception the Offer is not made in any such jurisdiction.

Restrictions on Borse Dubai's offer for OMX

The release, publication or distribution of this announcement in certain
jurisdictions may be restricted by law or regulation and therefore persons in
such jurisdictions into which this announcement is released, published or
distributed must inform themselves about and observe such restrictions.

The Borse Dubai offer is not being made and this press release may not be
distributed, directly or indirectly, in or into, nor will any tender of shares
be accepted from or on behalf of holders in, any jurisdiction in which the
making of the Borse Dubai offer, the distribution of this press release or the
acceptance of any tender of shares would contravene applicable laws or
regulations or require further offer documents, filings or other actions in
addition to those required under Swedish law, except under applicable exemption.

The Borse Dubai offer is not being made, directly or indirectly, by use of mail
or any other means or instrumentality (including, without limitation, facsimile
transmission, electronic mail, telex, telephone and the internet) in or into
Canada and the Borse Dubai offer will not be capable of acceptance by any such
use, means, instrumentality or facility of, or from within Canada unless an
exemption from the applicable securities laws and regulations of any relevant
provinces of Canada is available. Any persons receiving this press release
should observe these restrictions and should not mail or otherwise distribute,
forward or transmit it in, into or from Canada

Notice to OMX shareholders

While the NASDAQ offer is being made to all holders of OMX shares, this document
does not constitute an offer to purchase, sell or exchange or the solicitation
of an offer to purchase, sell or exchange any securities of OMX or an offer to
purchase, sell or exchange or the solicitation of an offer to purchase, sell or
exchange any securities of NASDAQ in any jurisdiction in which the making of the
NASDAQ offer or the acceptance of any tender of shares therein would not be made
in compliance with the laws of such jurisdiction. In particular, the NASDAQ
offer is not being made, directly or indirectly, in or into Australia, Canada,
Japan or South Africa. While NASDAQ reserves the right to make the NASDAQ offer
in or into the United Kingdom or any other jurisdiction pursuant to applicable
exceptions or following appropriate filings and prospectus or equivalent
document publication by NASDAQ in such jurisdictions, pending such filings or
publications and in the absence of any such exception the NASDAQ offer is not
made in any such jurisdiction.

Additional Information About this Transaction

On August 7, 2007, NASDAQ filed with the SEC a Registration Statement on Form
S-4 that includes a preliminary proxy statement of NASDAQ that also constitutes
a prospectus of NASDAQ. Investors and security holders are urged to read the
preliminary proxy statement/prospectus and the definitive proxy statement/
prospectus when it becomes available, as well as other applicable documents
regarding the proposed business combination transaction , because those
documents contain, or will contain, important information. You may obtain a free
copy of those documents and other related documents filed by NASDAQ with the SEC
at the SEC's website at www.sec.gov. The proxy statement/prospectus and the
other documents may also be obtained for free by accessing NASDAQ's website at
http://www.nasdaq.com and OMX's website at http://www.omxgroup.com.

NASDAQ and its directors and executive officers and other members of management
and employees may be deemed to be participants in the solicitation of proxies
from NASDAQ stockholders in respect of the transactions described in this
communication. You can find information about NASDAQ's executive officers and
directors in NASDAQ's definitive proxy statement filed with the SEC on April 20,
2007. You can obtain free copies of these documents and of the proxy statement
prospectus from NASDAQ by accessing NASDAQ's website at http://www.nasdaq.com.
Additional information regarding the interests of such potential participants
will be included in the proxy statement/prospectus and the other relevant
documents filed with the SEC when they become available.

HSBC Bank plc is acting as exclusive financial adviser to Borse Dubai and no one
else in connection with the matters described in this announcement and will not
be responsible to anyone other than Borse Dubai for providing the protections
afforded to clients of HSBC Bank plc or for providing advice in relation to the
matters contained in this announcement.

Analyst and Press Briefing Information

UK:+44 (0)20 7162 0025
US:+1 334 323 6201
Sweden:+46 (0)8 5052 0110

U.S. analyst and press briefing to be held at 8:00 am EST


CONTACTS

Nicholas Labuschagne
Dubai Holding
[email protected]
+971 50 4501998

Bethany Sherman
NASDAQ
+ 212 401 8714
[email protected]





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