The Nasdaq Exchange^SM will conduct its 2015 Annual Election for Member Representative Directors on Wednesday, July 1, 2015.

Three Board seats for a one-year term of office will be filled.

***Please show this to your firm’s Executive Representative***

Nasdaq would like to inform members that pursuant to Article II of the By-Laws of the Nasdaq Stock Market^® LLC (the “Nasdaq Exchange”), the Nasdaq Exchange is conducting its 2015 Annual Election of Member Representative Directors on Wednesday, July 1, 2015.

The Nasdaq Exchange is a wholly owned subsidiary of The NASDAQ OMX Group, Inc. ^SM (the “NASDAQ Holding Company”), a public company whose common stock is listed on the Nasdaq Exchange. Both the Nasdaq Exchange and the Nasdaq Holding Company are governed by a Board of Directors. The Board of Directors of the Nasdaq Holding Company is elected by its stockholders through an annual meeting of stockholders.

Terms and Conditions of Nominations

The Second Amended Limited Liability Company Agreement and the By-Laws of the Nasdaq Exchange provide that at least 20% of the Directors of the Nasdaq Exchange shall be Member Representative Directors. Member Representative Directors are nominated by the Nasdaq Exchange Member Nominating Committee, a committee of individuals employed by Nasdaq Members that has been appointed by the Nasdaq Exchange Board.

Additionally, members may nominate alternate Member Representative Director candidates by the submission of a petition. The petition must comply with the requirements of Article II of the Nasdaq Exchange By-Laws. In the event that alternate candidates are nominated by members, the Member Representative Directors are selected by a direct vote of Nasdaq Members. If no alternate candidates are nominated, the candidates nominated by the Member Nominating Committee are elected to the Nasdaq Exchange Board by vote of the Nasdaq Holding Company, as are the remaining directors of the Nasdaq Exchange.

Positions Currently Available

There are three Board seats to be filled by this election.

Candidates for the 2015 Annual Election of Member Representative Directors

The Member Nominating Committee has nominated the following candidates.

Leonard J. Amoruso is a shareholder in Murphy & McGonigle, PC and focuses his practice on securities compliance, regulation, market structure matters, as well as counseling broker-dealers and financial institutions on a wide array of legal, compliance and regulatory matters. He counsels market participants regarding regulatory requirements and controls, examinations, investigations, enforcement and disciplinary proceedings with a particular focus on trading-related matters and he also advises those entities with respect to corporate governance. Mr. Amoruso also has extensive experience with multiple asset classes and in dealing with U.S. and foreign regulators, including, the SEC, CFTC, FINRA, NYSE and the Financial Conduct Authority (UK). Mr. Amoruso has 25 years of financial industry experience, specifically in the legal, compliance, operational and regulatory policy arenas. From 1989-1999, Mr. Amoruso was with the New York office of the Financial Industry Regulatory Authority (FINRA), having served as Chief Counsel and, subsequently, Deputy Director. In these roles, Mr. Amoruso oversaw hundreds of examinations, investigations, enforcement matters, and new/continuing member applications. After FINRA, Mr. Amoruso spent more than 14 years at Knight Capital Group, Inc. (now, KCG Holdings, Inc.) – initially, as the Chief Compliance Officer of its broker-dealer, Knight Securities, LP (now, KCG Americas LLC), and subsequently as the General Counsel for the parent company – managing the legal, compliance, AML, internal audit, regulatory affairs, and government relations programs for the firm on a global basis. At Knight Capital Group, he oversaw a team of more than 50 people. Mr. Amoruso has served on numerous industry committees and is a frequent speaker at industry conferences. Since 2013, Mr. Amoruso has been a member of the board of directors of the NASDAQ Stock Market LLC, NASDAQ OMX PHLX LLC, and NASDAQ OMX BX LLC.  He is a graduate of Hofstra University School of Law and Hofstra University.

Daniel Bigelow is president and managing partner of Monadnock Capital Management L.P. Mr. Bigelow manages all aspects of the firm’s operations, including securities trading, risk management, capital usage, informational technology, new business development and expansion.  Mr. Bigelow is also president of Monadnock Securities, a registered broker-dealer specializing in private placements.  Mr. Bigelow has been a member of the Philadelphia Stock Exchange Board (now NASDAQ OMX PHLX) since 1993 and currently serves on the boards of The NASDAQ Stock Market and NASDAQ OMX PHLX.  He also holds the NASD Series 7, Series 24 and Series 66 licenses.  From 1982-90, Mr. Bigelow was on active duty in the United States Marine Corps and was assigned as a Naval Flight Officer flying the A-6E Intruder aircraft, after graduating first, or “Top Gun,” in his class.  He was awarded the Navy Achievement Medal for outstanding service on board the aircraft carrier USS John F. Kennedy during the Libyan crisis of 1988-1989.  Following active duty, Mr. Bigelow served in the Marine Corps Ready Reserves from 1990-1997, and was honorably discharged with the rank of major.  Mr. Bigelow graduated magna cum laude from the University of Michigan and is a member of Tau Beta Pi, the national engineering honor society.  He was a William Penn Fellow at the University of Pennsylvania from 1990 to 1993.  He is currently the endowment manager of the Old First Reformed Church in Philadelphia and enjoys coaching youth soccer in the Chestnut Hill Father’s Club.  Mr. Bigelow currently resides in Philadelphia with his wife, Suzanne, and their two children and enjoys excursions to his family’s long-time home in the Monadnock Mount region of New Hampshire.

Michael J. Curran is a member of the Board of Advisors of Collaborative Consulting. He was the Chairman and Chief Executive Officer of the Boston Stock Exchange, a national securities exchange, and Chairman of the Boston Equities Exchange, LLC (BeX). Mr. Curran joined the Boston Stock Exchange in September 2001 and outlined a course that focuses on innovative technology and strategic partnerships.  In 2007 he successfully negotiated the sale of the BSE to the NASDAQ OMX Group and the sale of BSE’s ownership in the Boston Options Exchange to the Bourse Montreal.  Before joining the Boston Stock Exchange, Mr. Curran was Managing Director at Zurich Scudder Investments and held a number of senior positions including, Chief Operating Officer of various Mutual Fund business units, President of the Scudder/Kemper Service Companies and Chief Information Officer.  Prior to joining Zurich Scudder in 1993, Mr. Curran had been a Partner in the Information Technology consulting practice of Coopers & Lybrand for seven years.  He began his career with Electronic Data Systems (EDS) as a Systems Engineer.  Mr. Curran serves as a Director of the Midwest ISO and on the Advisory Committee of the Cramer Corporation. Mr. Curran earned his Bachelor of Arts degree in Economics in 1976 from Dickinson College, Carlisle, Pennsylvania.

Details for 2016 Election

A Nasdaq Member interested in nominating a person for election as a Member Representative Director in the 2016 Annual Election must comply with the procedures specified in Article II of NASDAQ Exchange By-Laws. Under these procedures, a member must submit the proposed nominee by delivering a duly executed written nomination within the following time-frames to the NASDAQ Exchange’s Corporate Secretary, Joan C. Conley, One Liberty Plaza, New York, New York 10006:

• The nomination must normally be delivered no later than the close of business on the 90^th day nor earlier than the close of business on the 120^th day prior to the first anniversary of the prior year’s election (i.e., July 1, 2015). Assuming the 2016 Annual Election is held on July 1, 2016, the nomination must be delivered on or prior to the close of business on April 2, 2016 but no earlier than the close of business on March 3, 2016.
• However, if the Nasdaq Exchange holds its Annual Election on a date that is more than 30 days before or 70 days after such anniversary date, the nomination must be delivered no earlier than 120 days prior to the date of the Annual Election nor later than the 90th day prior to the date of the Annual Election or the 10^th day following the day on which public announcement of such Election Date is first made by the Nasdaq Exchange.

To be valid, a member’s nomination shall contain:

• For each proposed Member Representative Director nominee, all information relating to that person that is required to be disclosed in solicitations of proxies for election of directors under SEC rules, as if such rules were applicable, and such person’s written consent to be named in the ballot for Annual Election as a nominee and to serve as a Member Representative Director if elected.
• A petition in support of the nominee duly executed by the Executive Representatives of 10% or more of all Nasdaq Exchange Members.
• The name and address of the Nasdaq Exchange Member making the nomination.

Questions regarding these matters and issues may be directed to Joan C. Conley, Corporate Secretary, Nasdaq.