Item 40. 6 of Regulation S-K, is incorporated by reference

from the discussion under the caption "Governance - Ethics

and Compliance" in the Proxy Statement. Information about

Nasdaq’s nomination procedures, Audit & Risk Committee

and Audit & Risk Committee financial experts, as required

by Items 407(c)(3), 407(d)(4) and 407(d)(5) of Regulation S-

K, is incorporated by reference from the discussions under

the headings “Our Board - Director Nominees” and “Our

Board - Board Committees” in the Proxy Statement.

Nasdaq has an insider trading policy governing the purchase,

sale and other dispositions of Nasdaq’s securities that applies

to all Nasdaq personnel, including directors, officers,

employees, and other covered persons, as well as Nasdaq

itself. Nasdaq also follows procedures for the repurchase of

its securities. Nasdaq believes that its insider trading policy is

reasonably designed to promote compliance with insider

trading laws, rules and regulations, as well as applicable

listing standards. A copy of Nasdaq’s insider trading policy is

filed as Exhibit 19.1 to this Annual Report on Form 10-K.