Adenza Acquisition
UpdateJuly 19, 2023

Nasdaq’s Acquisition of Adenza Transaction on Track
Strong Progress Towards Close
Secured financing for the transaction, having successfullyraised $5.02B of net bond proceeds, comprised of $4.25Bof USD bonds across 2-, 5-, 10-, 30-, and 40-year terms
and a €750M 8-year bond, at a weighted average interest
rate of just under 5.5%

Regulatory review process underway

Integration workstreams in progress

Adenza Maintains Robust Performance
Continued strong ARR growth in the high-teens comparedto the prior-year period
Maintained robust client and revenue retention with 98%
gross and 115% net retention
Both product lines maintained strong growth track record
across new logo wins and client upsells:
1During two-year period 2021 - 2022:•Calypso added 37 new logos, with upsells to 160 clients•AxiomSL added 27 logos, with upsells to 117 clients

During 1H23:

Performance information as of June 30, 2023
(1) Historically, Adenza sales cycles seasonally skew towards the second half of the year, accounting for ~60% of full-year bookings.

•Calypso signed 7 new clients and completed upsells to 40
existing clients•AxiomSL added 7 new logos, 2 of which were cross-sell toCalypso clients, with upsells to 25 existing clients
2Diversified Profile Supports Adenza’s Strong Growth Outlook
EMEA
41%
ACV
By
Geography

Americas41%

78% RECURRING

APAC
18%

By RevenueType

By Client
2Segment

Tier A17%

Buy-side14%

Note: As of June 30, 2023
(1) Other primarily includes client-delivery revenues.
(2) Refer to appendix for definition of client segments.

Client Delivery & Other1
22%

Tier B
13%

MarketInfrastructure
14%

Tier C27%

Tier A42%

Buy-side8%

ACV

Tier B18%

By Client
Segment 2

Tier C
13%

MarketInfrastructure
4%

Tier D
15%

Tier D
15%

Capital Markets Solutions~60% of Adenza ACV

Recurring cloud subscriptions
14%

Strong Recurring
Revenue Base

Globally-Diversified
Business Exposure

ACVLTM
Revenues

Recurring on-prem subscriptions
64%

Regulatory Solutions~40% of Adenza ACV
3Adenza is Well-Positioned in Large and Fast-Growing Markets
Adenza's Large and Expanding
Revenue Opportunity ($US)

$21B

1

$16B

12027ETAM

TAM growth trends supported by customer
needs across business resilience andsustainable growth priorities

2022

TAM

2

Replacement of in-house platforms drives
accelerating conversion of TAM to SAM

Internal + outsourced spend
Growing 6% per year1$10B

12022

SAM

3

Outsourced spend only
Growing 8% per year1
1 Source: Oliver Wyman outside-in analysis.

2 TAM comprises internal spend and vendor spend related to services that Adenza addresses with current capabilities.
3 Vendor spend only related to services that Adenza addresses with current capabilities.

4Powerful Secular Trends Propel Demand for Adenza’s Solutions
1Regulation

2Outsourcing

3Technology

Intensifying Regulatory Scrutiny& Compliance Oversight

Process Standardization& Automation

Technology Modernization &Emerging Technology Adoption

Ongoing Market
Infrastructure Reforms

Growing Adoptionof Outsourced Solutions

Differentiated EndConsumer Experience

Creates constant need for investment
in new capabilities

Reduces 'total cost of ownership' while providing
superior solutions with less operational risk

Leads to adoption of software and tools
providing seamless UX

Drives customer demand for integrated andcomprehensive compliance and reporting tools

Expands the SAM for technology providers

Accelerates move to Cloud and SaaS, benefitsnimble, and tech-first players

5Nasdaq and Adenza
Positioned to Support
Clients’ Growth andResilience

Client Benefits
Decreased Risk Exposure
Simplified Regulatory and Reporting Burden
Improved Operational Resilience
Unlocked Human and Financial Capital

6

Leading Capabilities and Deep Client Understanding to Solve
Clients’ Most Pressing Pain Points
Combined Capabilities

Challenges across Buyer Personas
Head of Business / Head of Trading••••Competitive differentiation and margin pressures
Drive towards modernization and technology adoption
Responsiveness to evolving client needs
Enhance business agility

C-Suite•••Balance operational resiliency, efficiency and growth
Reduce complexity, increase automation, enable
greater scale
Optimize capital and liquidity to meet regulatory andbusiness needs

Head of Risk & Compliance•••• Real-Time Risk Management
 Front-Office Tools (pricing, TCA) Trading and Access Services
 Trade and Transaction Processing
 Trade Surveillance Portfolio Management (Buy-Side)

Siloed views of risk exposure
Increasingly sophisticated criminal threats
Evolving reporting requirements across geographies
Rising cost of risk management and compliance

Strategic partnerships withcritical decision-makers
across financial institutions
enable cross- and upsell
opportunities

 Anti-Financial Crime (KYC, FRAML) Balance Sheet and Liquidity Risk Management
 Treasury and Collateral Management Regulatory, Capital, and Liquidity Reporting Capital Management
 Trade and Transaction Reporting Regulatory Reporting Trade Surveillance Anti-Financial Crime (KYC, FRAML)

7

Strong Connectivity with Institutions across the Financial Ecosystem

Marketplace
TechnologySurveillance

Fraud & Anti-Money
Laundering

Index, Data &Analytics

Trade Lifecycle
Management

Regulatory Solutions

Multi-asset market
infrastructure solutions

Cross-market, multi-asset
market surveillancesolutions

Comprehensive, end-to-end
capabilities across the full
spectrum of financial crime
categories

Suite of transparency, analytics,
and workflow solutions across theinvestment lifecycle

Comprehensive solutions
across the trade lifecycle,
trade operations, andtreasury management

End-to-end regulatory risk,
financial reporting, andcompliance solutions

Sell-Side
Buy-Side
MarketInfrastructure
Central Banks

8

Why Adenza Wins: Key Strengths
Comprehensive and Modern Solutions Combined with Innovation Leadership

Scaled leader
with moderntechnology

Natively multijurisdiction, crossasset, front-to-backmodular platform

Global reach,
locally adaptable

Delivering reduced
Total Cost ofOwnership(TCO)

Deeply embedded
offering

~45%

50+

55

Faster~98%

Staff in R&D

Modules covering capital
markets

Regulatory jurisdictions
covered53%

5,000+

110

1H23 software bookings inCloud-delivered solutions

Regulatory reports
coveredRegulators covered

Implementation time andlower cost than scaled
competitors due to modular
designGross revenue retention~115%

Net revenue retention
9Long-Standing Track Record of Growth by Replacing In-House
Processes with Modular Software Solutions
Treasury Management

WhyAdenza?

Regulatory Reporting Solution

Latin American Central Bank

North American Super Regional Bank

• Mission-critical capabilities to support Reserves Management andMonetary Operations, enabling bank’s needs to provide stability to thefinancial system• Heightened regulatory scrutiny and oversight driving need for bestin-class solution for complex regulatory and risk requirements• Differentiated modern technology, built from the ground up to beflexible, scalable, and modular• RegCloud enables clients to continuously stay up-to-date withchanging regulations• Enables automation of previously manual tasks managed on multiple
systems, for greater operational efficiency, reduced cost, and risk
Client Signing
DateRelationshipandSolutions• 4Q22• 2Q23• Reserves Management• Regulatory Reporting• Treasury Management• Capital and Credit• Liquidity Management
High 6-figure
ACV

Annualized
Contract Value

7-figure
ACV10

Proven Ability to Deepen Trusted Client Relationships
Regulatory Reporting Solution

Risk Management Solution

US-based G-SIB

WhyAdenza?

Relationshipand Solutions

Potential
Relationship
Expansion

Global Tier 1 Bank

• Desire for scalable platform with no business disruption• Cross-asset platform; Open API• Comprehensive coverage and ability to support large volumes• Scalable and configurable modern tech stack• Initial: Capital risk and regulatory reporting• Initial: FX, money market and interest rate derivatives• Expanded: Global; FinReg; Credit Risk; CCAR;
Operations reporting• Expanded: Functionality across asset classes;
Productivity tools• Additional countries, US liquidity• Clearing module; Additional users• Cloud migration• Market Reform

ACV
Evolution
Initial ACV

2017 ACV

June 2023 ACV

Initial ACV

2017 ACV

June 2023 ACV11

Global Industry Recognition as a Cross-Category Leader
Annual Sales League
Table 2022

Chartis RiskTech
Quadrant

2022 Annual Sales League
Table 2022 | Treasury &Risk Management

2022 Category Leader
for Regulatory Reporting
Solutions2022: #14

2021 CollateralManagement Services

2021: AxiomSL #19
Calypso #37

2020 Treasury Systems
Initiative

2021 Best Solution in
Capital/Liquidity Modelling& Stress Testing

RegTech Insight

RegTech Insight

RegTech Insight

RegTech Insight

Asia Risk Awards

IBSi

2022 Best Solution for
FRTB

2022 Best Solution for
FRTB

2021 Best Risk Calculation
Engine for Regulatory
Compliance

2021 Best Vendor Solution
for FATCA

2022 Best Risk Calculation
Engine For Regulatory
Compliance

Data Management
Insight

2022 Most Innovative
Regulatory Reporting
Solution

2022 Collateralmanagement solution ofthe year | Libor solution ofthe year

2023 Most Effective
Compliance | RegTech
Deployment

2021 Global FinTech
Innovation Awards | Most
Effective Compliance/RegTech Deployment

2021 Best Vendor Solution
for NSFR Reporting
2021 Best DataManagement
Solution for Sell-Side
Regulatory Compliance

RiskTech 100
2023: #12

2021 Best ESG

Central Banking
Awards2022 Best Data Lineage
Solution

Regulation Asia

FTF News Awards

2022 Best Solution
Capital/Liquidity Modelling& Stress Testing2021 Buy-Side CollateralManagement Solution
2021 Software solutionof the year

Risk Markets
Technology Awards
2023 Central counterparty
clearing support product ofthe year | Best UMR

2021 Best Data LineageSolution

12Supplemental Information
References to Adenza financial information and customer data in this presentation were provided to Nasdaq by Adenza's management.
The following terms used in this presentation have the meanings set forth below, which may be different than how Nasdaq's defines such terms in its
financial reporting.
Annualized Recurring Revenue (ARR) for a given period is the annualized revenue derived from subscription contracts with a defined contract value. This
excludes contracts that are not recurring, are one-time in nature or where the contract value fluctuates based on defined metrics. ARR is currently one of
our key performance metrics to assess the health and trajectory of our recurring business. ARR does not have any standardized definition and istherefore unlikely to be comparable to similarly titled measures presented by other companies. ARR should be viewed independently of revenue anddeferred revenue and is not intended to be combined with or to replace either of those items. For certain term-based subscription license agreements
ARR is calculated based upon annualized contract value, which deviates from U.S. GAAP revenue recognition whereby a portion of the total contract
value is recognized upfront as license revenue, with the remainder allocated to the maintenance and support performance obligation and recognized
ratably over the contract term. ARR is not a forecast and the active contracts at the end of a reporting period used in calculating ARR may or may not beextended or renewed by our customers.
Gross retention is calculated as ARR In the current period over ARR in the prior year period for existing customers excluding price increases and upsells
and excluding new customers.
Net retention is calculated as ARR In the current period over ARR in the prior year period for existing customers including price increases and upsells andexcluding new customers.

13

Appendix

14

Adenza Definition of Customer Segments
Sell-side – Tier A

30 large, global financial institutions: sell-side banks characterized by global presence across asset classes and extensive
Capital Markets activity and/or Regulatory compliance requirements

Sell-side – Tier B

Sell-side banks not in Tier A with >$500bn assets OR with >$100bn in total assets and >$100m Net Trading Income

Sell-side – Tier C

Sell-side banks not in Tier A and B with >$100bn assets OR with >$100m Net Trading Income

Sell-side – Tier D

Sell-side banks not in Tier A-C with >$10bn assets OR with >$20m Net Trading Income

Buy-Side

Global asset managers, sovereign wealth funds, pension funds, hedge funds, and insurers

Market InfrastructureExchanges, Clearing Houses, Central Banks, Fund Administrators

15