Nasdaq to Acquire Adenza
Accelerating Nasdaq’s Transformation
as a Leading Technology Provider to the Global Financial System
June 12, 2023

Advancing Nasdaq’s Vision

Adenza Advances Nasdaq’s ClientCentric Approach and Long-Term
Strategic Framework+
Core Purpose

We advance economic
progress for all

Together we will continue to enhance theresilience of financial institutions in theirservice to investors and consumers

Long-Term Vision

We will be the trusted
fabric of the world’s
financial system

Adenza deepens Nasdaq’s ability toserve financial services clients
holistically, helping them solve their mostcomplex challenges

Value Proposition

We deliver world-leading
platforms that improve theliquidity, transparency, andintegrity of the global economy

Adenza expands Nasdaq’s ability toprovide mission critical technology to
global financial institutions as they
manage the risk, capital and regulatorycomplexities of the global financial
system3

Adenza: A Mission-Critical Risk Management and Regulatory
Software Provider to the Financial Services Industry• Serves a diverse global set of banks,
brokers, asset managers, and financial
market infrastructure companies with
60,000 users in 70 countries• Adenza includes Calypso (founded 1997)
and AxiomSL (founded 1991), combined
under ownership of Thoma Bravo• Offers advanced technology solutions thatare scaled, flexible, and comprehensive
enough to integrate client systems with asingle trusted partner• Dual headquartered in New York andLondon with 2,000+ employees in 26
countries

Technology Solutions
Front-to-Back
Trade Analytics &Processing

Liquidity &Market Risk
Management

Regulatory
Reporting &CapitalManagement

Financial Highlights FY 2023E~$590M~15%

Revenues

Organic Revenue Growth158%~$300M

Adjusted EBITDA Margin1

Unlevered, Pre-Tax Cash Flow1

1 Refer to the "Supplemental Information and Non-GAAP Measures" page in the Appendix to this presentation.

4

A Highly Compelling Strategic Acquisition✓ Represents a milestone in Nasdaq’s transformational journey to becoming a software andtechnology platform company✓ Supercharges Nasdaq’s ability to modernize markets with a risk and regulatory technology
platform serving banks, brokers, investment managers, and capital markets providers✓ Accelerates Nasdaq’s mission to drive greater liquidity and integrity across the world’s financial
system✓ Deepens Nasdaq’s suite of mission-critical capabilities to address our clients’ most complex
needs✓ Unlocks opportunities across emerging client groups, including investment managers andsophisticated corporates, to provide treasury risk management and across a broader bankclientele to support their growing regulatory obligations
5

Attractive Financial Benefits Drive Shareholder ValueHigh GrowthHigh Quality

Increases Solutions Businesses1
organic revenue growth outlook

Adds high-margin, durable
revenue stream+100bps80%$80M $100M

to 8-11% over the medium-term

Recurring revenue

Significant synergy opportunity• Increases Solutions Businesses1 to
77% of 2023E total revenue, up from
71% today• Boosts Nasdaq ARR2 as a percentage
of total revenue to 60% in 2023E, up
from 56% today• Expect Adenza revenue growth in lowto-mid-teens over the medium-term•

115% net revenue retention3• High degree of revenue visibility: 3-to5-year client contracts with grossretention of 98%3

Better Together
Expensesynergies by endof year 2

Revenue synergies
in long-term• Delivers $80M of run-rate net expensesynergies by end of year 2• Unlocks up to $50M of revenue synergies
medium-term and up to $100M long-term• Accretive to non-GAAP diluted EPS by theend of year 2

1 Revenues from Nasdaq's pre-acquisition Capital Access Platforms and Anti-Financial Crime segments and Marketplace Technology business within Market Platforms segment. Adenza will be included in our Solutions

Businesses post acquisition.
2 Refer to the "Supplemental Information and Non-GAAP Measures" page in the Appendix to this presentation.
3 Retention figures reflect 2023E data.

6

Optimal Organizational Structure to Deliver for Nasdaq’s
Clients and Shareholders
Pre-Acquisition

Anti-Financial
Crime

Surveillance
Fraud & AML

Post-Acquisition
AdenzaFinancial
Technology

Surveillance
Fraud & AML
Marketplace Technology

MarketPlatforms

CapitalAccessPlatforms

Marketplace Technology

Trading Services

Data & Listings
Index
Workflow & Insights

MarketServices

CapitalAccessPlatforms

Trading Services

Data & Listings
Index
Workflow & Insights
7Nasdaq’s Segments Reflect Diversified Business Model
Pre-acquisition

Post-acquisition
MarketPlatforms

CapitalAccessPlatforms

CapitalAccessPlatforms

MarketServices
23%

47%

2022
Net revenue1

Solutions
Businesses
71%

9%Anti-Financial
Crime
1 Revenue less transaction-based expenses.

44%

41%

Solutions
Businesses
77%

2023E
Net revenue1

36%
Financial
Technology(includes Adenza)8

Introducing Adenza

Adds Diverse Suite of Mission-Critical Software and Technology
Across Risk and Reg-TechConsolidated Front-to-Back Risk Management

Front OfficeTreasury
Cash Management

Risk Management

Middle Office & Risk

CollateralManagement

Post Trade Processing

Regulatory Reporting

CapitalManagement

Liquidity Risk
Management

Global Shareholder
Disclosures

Trade & Transaction
Reporting

ESG Reporting

Capital Markets

Regulatory Solutions

Streamlined
Risk & Regulatory
ReportingIntegrated, Scalable, Modular and Multi-Asset Class Capabilities

10Uniquely Positioned in Large and Fast-Growing Markets
Adenza's Large & Expanding
Serviceable & Total Addressable Markets ($US)

$21B

1

$16B

$10B

TAM
2027E

1

~40%

2

TAM

2022
Growing 6%
per year1
1

SAM

3

Increase in
Nasdaq’s SAM
to $34B

2022
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.

11

Powerful Secular Trends Drive GrowthMarket Reforms

Simplification
Digitization andModernization

Regulation• Move to Cloud & SaaS
• New major versions of past
frameworks (e.g., Basel IV,
EMIR)• Regulatory push tostrengthen bank liquidity
management after recent
crisis (IRRBB1, liquidity
ratios)• Advancements in artificial
intelligence• Tech innovation as acompetitive differentiator• Improved Time-to-Market,
reduced operational risk

• Large sell-side clientsconsolidate platforms for
efficiency to lower their
total cost of ownership• Mid-size sell-side clients
upgrade their platforms
for evolving client needs• Multi-year adoption
programs (LIBOR, UMR,
ISO20022)• Trading electronification,
T+1, convergence of
exchange-traded and OTC
instruments• Demand for more nimble
and adaptable platforms• Buy-side clients need tobe equipped tomodernize & respond to
new regulation• New regulation to address
emerging industry trends(ESG)
1 Interest Rate Risk in the Banking Book.

12

Proven Ability to Deepen Our Trusted Client Relationships
Regulatory Reporting Solution
US-based G-SIB

Risk Management Solution
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

Relationshipand Solutions

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

Potential
Relationship
Expansion

Additional countries, US liquidity

Clearing module; Additional users

Cloud migration

Market Reform

Why Adenza?

Annualized Contract Value Evolution

Initial ACV

2017 ACVJan 2023 ACV

Initial ACV

2017 ACVJan 2023 ACV

13

Example: Basel IV Reform will Require Broad Program
Deployment by Banks Globally
What is Happening?

How are Banks Preparing?

••

Extensive testing of systems andprocesses to ensure that wide-scalechange can be implemented•

Formulating internal view on
potential business impacts•

Impending, major regulatory
framework change prompts
discussions about existing expenses
and efficiency••

Regulators are preparing to propose
Basel IV revisions, which will cause
ramifications for bank risk-based
capital ratios
Revisions will standardize rules
across the international banking
system, resulting in change inrequirements for banks globally
Banks remain in focus and will needto effectively adjust their models andprocesses within decided
timeframes

How Adenza provides thecritical solution•

Provide proven, compliant platform
with rapid deployment for capitaland liquidity calculations andreporting•

Agile software product with low total
cost of ownership that prevents
large internal one-time expenses
associated with large changes•

Provide thought leadership andforward-looking product roadmap•

Product development roadmap andthought leadership drive pipeline
growthEstimated $200M+ Annual Opportunity for Adenza across regulatory solutions
14

Unlocks High-Value Cross-Sell and Growth Opportunities$50M of run-rate revenue synergies over the medium term $100M over the long term
Expand Capabilities
For Our Existing
Client Segments

Accelerate Global
Expansion

Drive Two-Way
Cross-Sell

Accelerate Cloud
Conversion••

Pull forward AntiFinancial Crime
expansion into Europe

•

•

•

Expand Adenza's
Capital Markets Risk
Solutions in Europe to
Nasdaq Tier 1
Surveillance clients•

Deliver full suite ofcapabilities to banks,
brokers and Financial
Market Infrastructure
Providers (FMIs)
Expand collateral andtreasury solutions to
FMIs

Accelerate client
opportunities acrossAnti-Financial Crime,
Marketplace
Technology,
Surveillance, Risk andRegulatory Reporting

Increase Adenza's
cloud conversion
revenues via Nasdaq’s
advanced cloudexpertise andcapabilities

15

Enhancing our Financial Profile

Transforming Nasdaq into a Leading Technology Provider to the
Global Financial System
Deal Terms & Timing• Purchase price of $10.5B, comprised of $5.75B in cash and fixed 85.6M
shares1 of Nasdaq common stock• Valuation represents ~31x 2023E EBITDA and ~26x 2023E EBITDA, including
fully phased net expense synergies• Thoma Bravo, a leading software investment firm, will become a shareholder
in Nasdaq and nominate Holden Spaht to the Board• Lock-up: 50% in 6-months post-close and the remainder in 18-months
post-close

Financing & Leverage• ~$5.9B debt issuance, with ~4.7x leverage at close• We expect investment grade ratings of BBB / Baa2 Stable upon transaction
close• Committed to reduce leverage to 4.0x in 18 months and to ~3.3x in 36 months
post-close• Pro forma combined robust unlevered, pre-tax free cash flow generation of$2B in 2023E• Transaction is subject to regulatory approvals and other customary closing
conditions• Estimated closing within 6-9 months

Synergies & One-time Costs• Estimated run-rate net expense synergies of $80M by the end of year 2

Capital Allocation• Estimated revenue synergies of $100M in the long-term• Remain on track to steadily increase dividend per share and achieve a
dividend payout ratio2 of 35-38% in 3 to 4 years• Estimated one-time cash costs to achieve synergies of ~$80M• Expect to partially offset deal dilution with additional buybacks• Continue to repurchase shares to offset employee stock compensation• No change in capital allocation strategy

1 Based on the volume-weighted average price per share over 15 consecutive trading days prior to signing.
2 Refer to the "Supplemental Information and Non-GAAP Measures" page in the Appendix to this presentation.

17

Highly Aligned with Nasdaq’s Disciplined Acquisition Criteria

Delivers Tight Strategic
and Cultural Alignment▪ Accelerates Nasdaq’s strategy as a leading technology provider to the global financial
system▪ Joins two client-centric, results-oriented, and innovative cultures

Enhances Performanceand Valuation Potential▪ Increases Solutions Businesses to 77% of 2023E total revenue▪ Boosts Solutions Businesses organic revenue growth outlook to 8-11%▪ Grows ARR as a percentage of total revenue to 60%▪ Expands pro forma EBITDA margin to 57%, including fully-phased expense synergies

Meets Clear andConsistent Financial
Requirements▪ Large and attractive expense and revenue synergies▪ Accretive to non-GAAP diluted EPS by the end of year 2▪ Enterprise-wide ROIC returns to greater than 10% by year 5

Note: Refer to the "Supplemental Information and Non-GAAP Measures" page in the Appendix to this presentation.

18

Fundamentally Enhancing Nasdaq’s Strong Growth Profile

Change inbasis points

Nasdaq

Pro forma

71%

77%

LTM1

2023E

56%

60%

LTM1

2023E

+400

Solutions Businesses Organic Revenue
Growth Outlook

7-10%

8-11%

+100

Adjusted EBITDA Margin

55%

57%

LTM1

2023E

+200

Solutions Businesses as % of Total Revenue
ARR as % of Total Revenue+600

Note: Refer to the "Supplemental Information and Non-GAAP Measures" page in the Appendix to this presentation.
1 LTM reflects Q1 2023 LTM

19

Clear Path to Substantial Expense Savings$80M of run-rate net expense synergies by year 2

Functional
Alignment

Product
Rationalization

Location
Optimization

Vendor & Real
EstateCentralize key sales,client service, andengineering teams

Align products tofocus on client-centric
value proposition

Provide high value
services through centersof excellence in lower
cost locations

Consolidate vendor
services and optimize
office footprint

20

Successful Track Record of Acquisitions Since 2014
Acquisition

Transaction Objectives

Achieved /Exceeded▪ Establish Nasdaq as the global leader in the fight against financial crime✓▪ Accelerate Nasdaq’s ongoing evolution into a SaaS technology provider▪ Enhance performance by adding to Nasdaq’s recurring, rapidly growing solutions revenue`▪ Leverage relationships to expand Verafin’s reach into Tier 1 and 2 banks▪ Expand content and analytics solutions and services offering✓▪ Broaden Nasdaq’s reach into buy-side clients▪ Addition of recurring, predictable revenue▪ Broaden technology offering and trading execution capabilities✓▪ Expand core equities options franchise▪ Deliver enhanced trading experience for clients while realizing synergies▪ Achieved over $60M of expense synergies, more than 1.5x our original target of $40M

400%+ Total Shareholder Return Since 2014
Source: FactSet.
1 Total Shareholder Return since 1/1/2014, as of 6/9/2023; Assumes dividend reinvestment.

121Capital Allocation Strategy Supports Sustainable Value Creation

Committed to reduce leverage to4.0x in 18 months and to ~3.3x in 36
months post-close

Dividend
Growth Plan
Intact`Rapid
Leverage
Reduction

Remain on track to steadily increase
dividend per share and achieve a
dividend payout ratio of 35-38% in 3 to 4
years

Consistent
Share
Repurchases
Expect to partially offset deal dilution withadditional buybacks
Continue to repurchase shares to offset
employee stock compensation

22

Proven Ability to Deleverage Following Acquisitions
Following eVestment and Verafin acquisitions leverage1 increased to ~3.5x

Within two years, deleveraged to 2.6x

Gross leverageacquisitionacquisition

3.5x
3.3x
3.1x
3.0x
2.6x

2.6x

2017

2018

2019

1 Refer to the "Supplemental Information and Non-GAAP Measures" page in the Appendix to this presentation.

2020

2021

1Q23
23

Building From a Position of Strength
Solutions Businesses
Organic Revenue Growth

Non-GAAP
Operating Margin¹

Non-GAAP
Diluted EPS¹

Total Leverage

>3x

+500

+15%

Acceleration

Basis points increase

CAGR

>20%
Reduction
3.3x

$2.66

52%

10%

2.7x
47%
$1.32

3%

2017

2018-2022
Avg.

2017

2022

2017

2022

1 Non-GAAP reconciliations can be found in the appendix to this presentation and at: ir.nasdaq.com/Income-Statement-Trend-Summary-and-GAAP-to-Non-GAAP-Reconciliation.

2017

2022
24

Accelerating Nasdaq’s Transformation as a Leading
Technology Provider to the Global Financial System
1

Accelerates Nasdaq’s strategy to be the trusted fabric of the world’s
financial system

2

Increases Nasdaq’s serviceable addressable market by approximately
40% to $34 billion, supported by strong secular growth trends

3

Creates a comprehensive suite of mission-critical software andtechnology solutions to global financial institutions

4

Supercharges Nasdaq’s ability to solve clients’ most pressing andcomplex risk management and regulatory challenges

5

Enhances Nasdaq’s strong financial profile, adding high-growth,high-margin recurring revenue while also improving our EBITDA
margin+25

Appendix:
Additional Adenza Information

Capital Markets Overview: Consolidated Front-to-Back Trading,Operations & Treasury
Front Office

Middle Officeand Risk

▪
▪
▪
▪
▪
▪

▪ Credit & Market
Risk▪ PFE & XVA▪ Limits &Compliance▪ P&L Control

▪
▪
▪
▪
▪

Rates

CreditSales Tools
Cross-asset Pricing
Pre-trade Checks
Real-time Analytics
Portfolio Mgmt.
Performance Mgmt.

All cash andderivative
instruments

Post Trade
Processing

Treasury

Collateral,
Margin, Sec Fin

Clearing

Confirmations
Settlements
Payments
Corporate Actions
NostroManagement▪ Accounting▪ Reconciliation▪ Funding & Liquidity▪ Hedging▪ Fund Transfer
Pricing▪ IR & FX Risk
▪ Hedge Accounting▪ Liquidity Ratios▪ Stress Testing▪ ETD & OTC
Margining▪ CollateralManagement▪ Inventory
Optimization▪ Repo & Securities
Lending▪ Clearing Operations▪ Affirmation
Platforms▪ Exchange/CCP
Connect▪ What-if Simulations

Commodities

Securities

Sell-side

All market
participants
Buy-side

Simplification
at the core

FX

Single Technology
Stack

CCPs / Exchanges

Open API for Full
Connectivity

Always Up-To-Date With
Monthly Upgrades

Central Banks, Corporates and Other

Modular Solutions forPurchase Flexibility

27

Regulatory Solutions Overview: Most Comprehensive
Functional and Geographic Coverage of Any Vendor
Reg. Reporting

Local and Regional
Financial and Statistical
Regulatory Reporting

Compliance
Platform
Capabilities

Product
Ecosystem

Capital andCreditLiquidity

Capital Calculations
Compliant with Basel
Accords and Local
Adaptations (e.g SEC)

Regulatory Liquidity
Calculations Compliant
with Basel Accords andLocal Adaptations

Global Shareholding
Disclosure

Trade & Transaction
Reporting

ESG

Shareholding Monitoring& Reporting. Incl Short
Sell, Takeover, Sensitive
Industries, Significant
Holdings

Regime Agnostic Data
Driven Trade & Transaction
Reporting E.G., Mifid, Dodd
Frank, EMIR, CFTC

ESG Regulatory Reporting
E.G., EBA Pillar 3, EU
Taxonomy, SFDR etc.

▪

Embedded controls that meet or exceed highest regulatory standards▪

Scalable technology capable of managing high volumes and user activity▪

Regulatory platform with low/no code configurability out of the box▪

Integration with existing infrastructure and control processes▪

Network effect of aligned financial institutions, regulators, and partner collaboration▪

Extensible regulatory and data tools that configure to regulatory change▪

RegCloud SaaS enabling scale, speed, and automation▪

Repeatable customer delivery framework and partners ecosystem
28

Adenza Historical Financials at a Glance
Adjusted Revenue1

Adjusted EBITDA1$M$M
Margin:

45%

56%

57%

$519
$452

$297

$393

$255
$177

2020

2021

2022

1 Refer to the "Supplemental Information and Non-GAAP Measures" page in the Appendix to this presentation.

2020

2021

2022
29

Appendix:
Non-GAAP Reconciliations

Appendix

Summary of Historical Financial Results
Non-GAAP Results 1(US$ Millions, except EPS)

2017

2018

2019

2020

2021

2022

Solutions Businesses Revenues$1,429$1,598$1,737$1,928$2,344$2,552

Trading Services Net Revenues

684

772

740

932

1,037

1,019

Other Revenues

298

156

58

43

39

11

Net Revenues

2,411

2,526

2,535

2,903

3,420

3,582

Operating Expenses

1,271

1,320

1,295

1,414

1,616

1,721

Operating Income

1,140

1,206

1,240

1,489

1,804

1,861

Operating Margin 2

47%

48%

49%

51%

53%

52%

EBITDA 1

1,236

1,306

1,328

1,585

1,912

1,965

EBITDA Margin 3

51%

52%

52%

55%

56%

55%

Net Income

670

797

835

1,031

1,273

1,324

Diluted Earnings Per Share

$1.32

$1.58

$1.67

$2.06

$2.52

$2.66

Dividend Per share

$0.49

$0.57

$0.62

$0.65

$0.70

$0.78

1 Reconciliations of U.S. GAAP to non-GAAP measures are available at ir.nasdaq.com/Income-Statement-Trend-Summary-and-GAAP-to-Non-GAAP-Reconciliation.
2 Operating margin equals operating income divided by net revenues.
3 EBITDA margin equals EBITDA divided by net revenues.

31Appendix

Organic Revenue Growth
Total Variance
All figures in US$ Millions
Solutions Businesses
2022
2021 22020 32019 32018 3, 42017 3, 4
Trading Services
2022
2021
2020 52019 52018 52017 5
Total Company
2022
2021
2020
2019
2018
2017

Organic Impact

Other Impact (1)Current
PeriodPrior-year
Period

$

%

$

%

$

%

2,552
2,356
1,962
1,770
1,675
1,700

2,344
1,940
1,770
1,635
1,506
1,613

208
416
192
135
169
87

9%
21%
11%
8%
11%
5%

227
295
168
108
107
49

10%
15%
9%
7%
7%
3%

(19)
121
24
27
62
38

(1)%
6%
1%
2%
4%
2%

1,019
1,037
941
755
794
711

1,037
932
755
794
711
663

(18)
105
186
(39)
83
48

(2)%
11%
25%
(5)%
12%
7%

12
91
182
(25)
81
3

1%
10%
24%
(3)%
11%
-%

(30)
14
4
(14)
2
45

(3)%
2%
1%
(2)%
—%
7%

3,582
3,420
2,903
2,535
2,526
2,411

3,420
2,903
2,535
2,526
2,411
2,276

162
517
368
9
115
135

5%
18%
15%
—%
5%
6%

239
395
350
83
188
52

7%
14%
14%
3%
8%
2%

(77)
122
18
(74)
(73)
83

(2)%
4%
1%
(3)%
(3)%
4%

Note: The sum of the percentage changes may not tie to the percent change in total variance due to rounding.
1 Other impact includes acquisitions, divestitures, and changes in FX rates.
2 Revenues are not recast for the Broker Services wind down that occurred in 2022.
3 Solutions businesses revenues are not recast for the NPM contribution, the sale of Nasdaq’s U.S. fixed income business that occurred in 2021, and the Broker Services wind down that occurred in 2022.
4 Revenues from the BWise enterprise governance, risk and compliance software platform, which was sold in March 2019, and the Public Relations Solutions and Digital Media Services businesses, which were sold in midApril 2018, are included in Other Revenues for these periods and therefore not reflected above.
5 Revenues are not recast for the sale of Nasdaq’s U.S. fixed income business that occurred in 2021.

32

Appendix

Adenza Historical Non-GAAP reconciliation(US$ Millions)
Adenza Revenues(1)Purchase accounting adjustments(2)Russian contracts(3)Impact of foreign currency (4)Adjusted Adenza Revenues

2020
$413
1
(9)
(12)
393

2021
$463
19
(14)
(16)
452

2022
$514
6
(1)
519

Adenza Net Loss (1)Interest
Taxes
Depreciation and amortization
Adenza EBITDA(1)Proforma adjustments(5)Restructuring(6)Share-based compensation – transaction-related(7)Purchase accounting adjustments(2)Facility costs(8)Transaction costs(9)Impact of foreign currency(10)Russian contracts(3)Adjusted EBITDA

(5)
73
(7)
58
119
2
26
1
28
10
(9)
177

(73)
91
(32)
97
83
117
5
18
19
13
14
(14)
255

(44)
172
(25)
163
266
6
14
5
6
297

Refer to footnotes on the following slide.

33

Appendix

Adenza Historical Non-GAAP reconciliation footnotes
Background: In December 2020 Thoma Bravo acquired AxiomSL. In July 2021, Calypso merged with AxiomSL to form Adenza.
1 Adenza Results – Results prior to the merger of AxiomSL and Calypso show the combined results of the two companies for the twelve months ended December 31,

2020 and for the seven months ended July 2021.
2 Purchase accounting adjustments – Relates to the impact of a fair value adjustment on deferred revenue and deferred commission recorded as part of purchaseaccounting entries recorded in 2020 related to the acquisition of AxiomSL by Thoma Bravo and in 2021 related to the merger of AxiomSL and Calypso.
3 Russian contracts – Adjustments to remove the impact of revenues from Russian contracts which have been subsequently cancelled and the reversal of accrued

income associated with those contracts.
4 Impacts of foreign currency on revenue – removes the impact of year-over-year foreign currency fluctuations to better compare the period over period revenue

fluctuations.
5 Proforma adjustments – These adjustments were made to reflect the combined activities of AxiomSL and Calypso and also include restructuring cost savings achieved

during the twelve months ended December 31, 2021 and 2022 in order to present those periods on a comparable basis.
6 Restructuring – Relates to a restructuring program which was initiated upon the merger of AxiomSL and Calypso in order to achieve synergies.

7 Share-based compensation – transaction-related – Relates to stock compensation awards vesting upon the respective acquisitions of AxiomSL and Calypso by Thoma

Bravo.
8 Facility costs – Primarily relates to termination of lease facilities.
9 Transaction costs – Costs related to both the acquisition of AxiomSL by Thoma Bravo in 2020 and the merger of AxiomSL and Calypso in 2021.
10 Impact of foreign currency – Relates to FX related gains and losses.

34

Appendix

Cautionary Note Regarding Forward-Looking Statements
This communication contains forward-looking information related to Nasdaq, Adenza and the proposed acquisition of Adenza by Nasdaq that involves substantial risks,
uncertainties and assumptions that could cause actual results to differ materially from those expressed or implied by such statements. When used in this communication,
words such as “expects,” “enables,” “will,” “plans,” “pro forma,” “estimates,” and similar expressions and any other statements that are not historical facts are intended to
identify forward-looking statements. Forward-looking statements in this communication include, among other things, statements about the potential benefits of the
proposed transaction; Nasdaq’s plans, objectives, expectations and intentions regarding Adenza; the financial condition, results of operations and business of Nasdaq orAdenza; and the anticipated timing of closing of the proposed transaction. Risks and uncertainties include, among other things, risks related to the ability of Nasdaq toconsummate the proposed transaction on a timely basis or at all; Nasdaq’s ability to secure regulatory approvals on the terms expected, in a timely manner or at all;Nasdaq’s ability to successfully integrate Adenza's operations; Nasdaq’s ability to implement its plans, forecasts and other expectations with respect to Adenza's businessafter the completion of the transaction and realize expected synergies; the ability to realize the anticipated benefits of the proposed transaction, including the possibility
that the expected benefits from the proposed transaction will not be realized or will not be realized within the expected time period; the impact of Adenza's business model
on Nasdaq’s ability to forecast revenue results; disruption from the transaction making it more difficult to maintain business and operational relationships; risks related todiverting management's attention from Nasdaq’s ongoing business operations; the negative effects of the announcement or the consummation of the proposedtransaction on the market price of Nasdaq’s common stock or on Nasdaq’s operating results; significant transaction costs; unknown liabilities; the risk of litigation or
regulatory actions related to the proposed transaction; future levels of Nasdaq’s indebtedness, including additional indebtedness that will be incurred in connection withthe proposed transaction; and the effect of the announcement or pendency of the transaction on Adenza's business relationships, operating results, and businessgenerally.
Further information on these and other risk and uncertainties relating to Nasdaq, including, but not limited to, Nasdaq’s ability to implement its strategic initiatives,
economic, political and market conditions and fluctuations, geopolitical instability, government and industry regulation, interest rate risk, U.S. and global competition, andother factors detailed in Nasdaq’s filings with the U.S. Securities and Exchange Commission, can be found in its reports filed on Forms 10-K, 10-Q and 8-K and in otherfilings Nasdaq makes with the SEC from time to time and available at www.sec.gov. These documents are also available under the Investor Relations section of Nasdaq's
website at ir.nasdaq.com. The forward-looking statements included in this communication are made only as of the date hereof. Nasdaq and Adenza disclaim any
obligation to update these forward-looking statements, except as required by law.

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Appendix

Supplemental Information and Non-GAAP Measures
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 is therefore unlikely to be comparable tosimilarly titled measures presented by other companies. ARR should be viewed independently of revenue and deferred revenue and is not intended to be combined withor to replace either of those items. For certain term-based subscription license agreements, related to the Adenza business, 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 theremainder 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 be extended 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 and excluding newcustomers.
References to Return on Invested Capital, or ROIC, are equal to non-GAAP net operating profit less amortization of acquired intangibles, adjusted for tax, divided byinvested capital. The income tax adjustment reflects the effective non-GAAP tax rate during the period. Invested capital is defined as the aggregate of the average of debt
and equity, less average of cash & equivalents and investments. ROIC is not a measure of financial performance under U.S. GAAP and should not be considered a
substitute for return on assets, net earnings or total assets as determined in accordance with GAAP and may not be comparable to similarly titled measures reported byother companies.

References to 2023E are based on first quarter actual results and estimated results for the remaining nine months pro-forma to represent the combined results of Adenza
and Nasdaq. and reflect expected fully phased in run rate synergies.
References to Nasdaq leverage is equal to: Gross Debt / Non-GAAP EBITDA.
References to 2023 for Adenza or Nasdaq on a standalone basis reflect first quarter actual results and estimated results for the remaining nine months excluding
expected run rate synergies.
References to Adenza financial information were provided by Adenza.
Dividend payout ratio calculated annualizing the last paid quarterly dividend divided by last 12 months non-GAAP net income.
References to unlevered pre-tax free cash flow equal cash flow from operations plus cash interest paid and cash taxes paid less capital expenditures.

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Appendix

Non-GAAP Measures
This communication includes certain Nasdaq historic non-GAAP financial measures, including organic revenue growth, non-GAAP operating margin, non-GAAP diluted
EPS, and non-GAAP EBITDA margin. Adenza historic non-GAAP measures include adjusted revenue and adjusted EBITDA and certain forward looking non-GAAP
metrics including organic revenue growth, adjusted EBITDA margin and unlevered, pre-tax cash flow. Organic revenue growth, organic change and organic impact are
non-GAAP measures that reflect adjustments for: (i) the impact of period-over-period changes in foreign currency exchange rates, and (ii) the revenues, expenses andoperating income associated with acquisitions and divestitures for the twelve-month period following the date of the acquisition or divestiture. Adjusted EBITDA Marginreflects non-GAAP net income plus interest, taxes, depreciation and amortization.
Nasdaq and Adenza believe that these non-GAAP measures provide useful information to management and investors regarding certain financial and business trends
relating to Nasdaq and Adenza's financial condition and results of operations. Nasdaq’s and Adenza's managements use certain of these non-GAAP measures tocompare Nasdaq’s and Adenza's performance to that of prior periods for trend analyses and for budgeting and planning purposes. Nasdaq and Adenza believe
presentation of these measures provides investors with greater transparency and supplemental data relating to financial condition and results of operations.
These measures are not in accordance with, or an alternative to, U.S. GAAP, and may be different from non-GAAP measures used by other companies. In addition, othercompanies, including companies in our industry, may calculate such measures differently, which reduces its usefulness as a comparative measure. Investors should not
rely on any single financial measure when evaluating these businesses. This information should be considered as supplemental in nature and is not meant as a substitutefor operating results in accordance with U.S. GAAP.
For Nasdaq historic non-GAAP measurements throughout this communication, the U.S. GAAP to non-GAAP reconciliations may be found at ir.nasdaq.com/IncomeStatement-Trend-Summary-and-GAAP-to-Non-GAAP-Reconciliation as well as in the appendix to this communication. For Adenza historic U.S. GAAP to non-GAAP
reconciliations may be found in the appendix to this communication.
A reconciliation of non-GAAP forward looking information to their corresponding GAAP measures cannot be provided without unreasonable efforts due to the inherent
difficulty in quantifying certain amounts due to a variety of factors, including the unpredictability in the movement in foreign currency rates, Nasdaq’s effective tax rate aswell as future charges or reversals outside of the normal course of business.

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