SUMMARY

This section highlights selected information from this Proxy Statement and may not contain all of the information that is important to you. To better understand the proposed transactions, you should read this entire Proxy Statement carefully, as well as those additional documents to which we refer you. You may obtain more information by following the instructions in the section entitled “Where You Can Find More Information” on page 177. We have included page references to direct you to more complete descriptions of the topics presented in this summary.

The Nasdaq Stock Market, Inc.

We are a holding company that operates The NASDAQ Stock Market as a wholly-owned subsidiary and operates certain other related businesses through other subsidiaries. We became a holding company on August 1, 2006 when The NASDAQ Stock Market commenced operations as a registered national securities exchange for Nasdaq-listed securities.

We, through our subsidiaries, are a leading provider of securities listing, trading, and information products and services. Our revenue sources are diverse and include revenues from transaction services, market data products and services, listing fees, insurance products, shareholder and newswire services and financial products. The NASDAQ Stock Market is the largest electronic equity securities market in the United States, both in terms of number of listed companies and traded share volume. As of September 30, 2007, The NASDAQ Stock Market was home to over 3,100 listed companies with a combined market capitalization of over $4.7 trillion. We also operate, through The NASDAQ Stock Market, The Nasdaq Market Center, which provides our market participants with the ability to access, process, display and integrate orders and quotes in The NASDAQ Stock Market and other national securities exchanges in the United States. Transactions involving 550.9 billion equity securities were executed on or reported to our systems in the first nine months of 2007, 27.7% higher than the same period in 2006.

For the nine months ended September 30, 2007, based on financial statements prepared in accordance with accounting principles generally accepted in the United States, or U.S. GAAP, Nasdaq generated $1,772.1 million in total revenues and $439.4 million in net income.

Nasdaq Common Stock is listed on The Nasdaq Global Select Market under the symbol “NDAQ.” We maintain our principal executive offices at One Liberty Plaza, New York, New York 10006. Our telephone number is (212) 401-8700, and our Internet address is www.nasdaq.com. Information contained on our website does not constitute part of this Proxy Statement.

OMX AB (publ) (Page 89)

OMX owns and operates exchanges in Sweden, Finland, Denmark, Iceland, Estonia, Latvia and Lithuania and provides technology solutions to exchanges and other marketplaces. OMX was established as OM Gruppen AB in 1984 in Stockholm, Sweden and today over 800 companies are traded on the Nordic Exchange (including its alternative market, First North). OMX’s technology solutions enable efficient securities transactions for more than 60 marketplaces in over 50 countries.

OMX operates in three business areas: Nordic Marketplaces, Information Services & New Markets and Market Technology. The Nordic Marketplaces business area constituted approximately 46% of OMX’s revenues for the year ended December 31, 2006 (calculated based on the revenues for the business area in question divided by the sum of revenues for all three business areas) and comprises OMX’s exchange operations in Sweden, Finland, Denmark and Iceland. The Information Services & New Markets business area constituted approximately 20% of OMX’s revenues for the year ended December 31, 2006 and comprises OMX’s

information services, its exchanges and central securities depositories, which we refer to as CSDs, in the Baltic States and its business unit Broker Services. The Market Technology business area constituted approximately 34% of OMX’s revenues for the year ended December 31, 2006 and comprises the delivery of technology and services to marketplaces throughout the world.

For the nine months ended September 30, 2007, based on financial statements prepared in accordance with International Financial Reporting Standards, which we refer to as IFRS, OMX generated SEK 3,021 million in revenues and SEK 841 million in net profit from continuing operations.

OMX Shares are listed on the Nordic Exchange under the symbol “OMX.” The address of OMX’s registered office is SE-105 78, Stockholm, Sweden, and its telephone number is +46 8 405 60 00. Its website is www.omxgroup.com. Information contained on OMX’s website does not constitute part of this Proxy Statement.

Borse Dubai Limited and BD Stockholm AB

Borse Dubai was incorporated on August 7, 2007 in the Dubai International Financial Centre, which we refer to as the DIFC, and is registered with the DIFC Registrar of Companies with registered number CL0447. Borse Dubai is 60% owned by the Investment Corporation of Dubai, 20% by Dubai Group LLC (a member of the Dubai Holding Group) and 20% 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.

Borse Dubai’s stock is not publicly listed on any securities market. The address of Borse Dubai’s registered office is Level 14, The Gate, Dubai International Financial Centre, PO Box 74777, Dubai, UAE, and its telephone number is +9714 330 0707. Its website is www.borsedubai.ae. Information contained on Borse Dubai’s website does not constitute part of this Proxy Statement.

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

Why You are Receiving this Proxy Statement

In order to complete the Transactions, at the Special Meeting to be held on December [·], 2007, holders of Nasdaq Voting Securities must approve Proposal One and will also be asked to approve Proposal Two.

Nasdaq’s Reasons for the Transactions (Page 51)

Based on the reasons for the Transactions described in this Proxy Statement, Nasdaq’s Board of Directors has unanimously recommended that holders of Nasdaq Voting Securities vote “for” Proposal One and Proposal Two.

The Borse Dubai Offer and the OMX Transaction Agreement (Page 73)

We, Borse Dubai and the Bidder entered into the OMX Transaction Agreement, which sets forth the general terms and conditions of the transactions involving OMX. Pursuant to the Transactions, Borse Dubai will conduct the Borse Dubai Offer and, once the Borse Dubai Offer is complete, will sell the OMX Shares acquired in the Borse Dubai Offer or otherwise owned by Borse Dubai or its subsidiaries (including pursuant to the Borse Dubai Option Agreements) to Nasdaq in exchange for up to SEK 12,582,952,842 in cash (which amount will be decreased by SEK 265 for every OMX Share not acquired by Borse Dubai in connection with the Borse Dubai

Offer), and 60,561,515 shares of Nasdaq Common Stock. As of September 26, 2007, the day the Transactions were announced, and as of [·], 2007, the last practicable date before the date of this Proxy Statement, the total consideration to be paid to Borse Dubai pursuant to the Transactions was $4.2 billion (SEK 227) and $[·] billion (SEK [·]), respectively (based on Nasdaq’s closing stock price and the SEK/USD exchange rate on those dates), which implies a per-OMX Share price of SEK 227 ($34.83) and SEK [·] ($[·]), respectively (assuming all OMX Shares are acquired by Borse Dubai in connection with the Borse Dubai Offer). As of [·], 2007, the last practicable date before the date of this Proxy Statement, the implied value of the consideration in the Offer was SEK [·] per OMX Share ($[·]) and SEK [·] ($[·]) in the aggregate.

At the close of the Transactions, Borse Dubai will be issued shares of Nasdaq Common Stock representing 19.99% of our fully diluted outstanding share capital (approximately 42.6 million shares), and the balance of the 60,561,515 shares of Nasdaq Common Stock issued in the Transactions will be held in the Trust for Borse Dubai’s economic benefit until disposed of by the Trust. For as long as the Trust continues to hold any shares of Nasdaq Common Stock, Borse Dubai has agreed to use its reasonable best efforts to cause the Trust to dispose of its Nasdaq Common Stock. However, Borse Dubai has no obligation to cause the Trust to dispose of any shares of Nasdaq Common Stock if the net amount that the Trust would receive from any sale of such shares is less than $49.20, the agreed-upon floor price, which is equal to the implied price per share of Nasdaq Common Stock paid by Borse Dubai in the Transactions. This implied share price is subject to adjustment based upon the SEK/USD exchange rate at the closing of the Transactions, and upward adjustment based upon certain reasonable expenses of the Trust and a 6% cost of capital, and downward adjustment for any distributions made by Nasdaq.

Pursuant to the OMX Transaction Agreement, the Borse Dubai Offer will not be opened for acceptances until a number of conditions are met. We and Borse Dubai are working together to satisfy these conditions and to enable us to acquire OMX through the Transactions. However, if these conditions cannot be met, we and Borse Dubai generally have the right to pursue separate offers for OMX—which, in our case, means we could continue our previously announced cash and stock offer for OMX. We have agreed with Borse Dubai not to open the Offer for acceptances unless the conditions to the Transactions cannot be met.

At the closing of the Transactions, we and Borse Dubai will enter into the Nasdaq Stockholders’ Agreement, we, Borse Dubai and the Trust will enter into the Registration Rights Agreement and we, Borse Dubai and the trustee of the Trust will enter into the Trust Agreement.

In connection with the Transactions, certain OMX stockholders have executed the September Irrevocable Undertakings in favor of Borse Dubai and assignable to Nasdaq, pursuant to which such OMX stockholders have agreed, among other things, to tender their shares in and support the Borse Dubai Offer, as long as there is not a competing offer equal to or for more than SEK 303 per OMX Share outstanding.

The parties to the September Irrevocable Undertakings beneficially own 19.3% of the outstanding OMX Shares, and the number of OMX Shares either owned by Borse Dubai, or subject to the Borse Dubai Option Agreements, constitutes 29.1% of the outstanding OMX Shares. The minimum condition for Borse Dubai’s obligations under the Borse Dubai Offer is that 50% plus one of the outstanding OMX Shares have been tendered in the Borse Dubai Offer or are otherwise owned by Borse Dubai or any of its subsidiaries or subject to the Borse Dubai Option Agreements. However, unless Borse Dubai acquires more than 67% of the outstanding OMX shares in the Borse Dubai Offer, we will require a waiver under our credit facilities in order to acquire those OMX Shares from Borse Dubai.

The DIFX Transaction (Page 79)

We, Borse Dubai and DIFX have also entered into the DIFX Transaction Agreement, which provides that in exchange for a contribution of $50 million in cash to DIFX and the entry into certain technology and trademark licensing agreements, we will acquire 33 ¹/3% of the equity of DIFX. We will also be responsible for 50% of any additional capital contribution calls made by DIFX, subject to a maximum aggregate additional commitment by

us of up to $25 million. Closing of the transactions contemplated by the DIFX Transaction Agreement is conditioned upon the concurrent closing of the transactions contemplated by the OMX Transaction Agreement. No vote of holders of Nasdaq Voting Securities is required to complete the DIFX Transactions. At the closing of the transactions contemplated by the DIFX Transaction Agreement, we, Borse Dubai and DIFX will enter into the DIFX Stockholders’ Agreement, we and DIFX will enter into the Trademark License Agreement and we and Borse Dubai will enter into the Technology License and Marketing Agreement.

The LSE Transaction

On September 25, 2007, we, through our wholly-owned subsidiary Nightingale Acquisition Limited, which we refer to as Nightingale, completed the sale of shares at that time representing 28% of the share capital of the LSE to Borse Dubai for approximately $1.6 billion in cash, which we refer to as the LSE Transaction. The LSE Transaction was separate from the Transactions. In connection with the LSE Transaction, Borse Dubai submitted a signed irrevocable binding offer to acquire those LSE shares from Nightingale prior to Nasdaq and Borse Dubai agreeing to the terms of the Transactions. On September 28, 2007, we used approximately $1.1 billion of the proceeds from the LSE Transaction to repay in full and terminate certain of our credit facilities. On September 26, 2007, Nightingale sold the substantial balance of its holdings in LSE in open market transactions for approximately $190 million. No vote of holders of Nasdaq Voting Securities was required to complete the LSE Transaction.

Post Closing Organization

The following depicts the ownership structure of the various companies following consummation of the Transactions, assuming all OMX Shares are acquired by Borse Dubai in connection with the Borse Dubai Offer and Borse Dubai retains its current ownership interest in LSE:

Approval by Holders of Nasdaq Voting Securities (Page 41)

Approval of Proposal One requires the affirmative vote of at least a majority of the votes present in person or represented by proxy at the Special Meeting and entitled to vote thereon. Approval of Proposal Two requires the affirmative vote of at least a majority of our outstanding voting power.

At the close of business on the Record Date, directors and executive officers of Nasdaq and their affiliates beneficially owned and were entitled to vote approximately 2.4% of the 145,213,188 votes attributable to Nasdaq Voting Securities outstanding on that date, and these individuals have indicated that they intend to vote “for” Proposal One and Proposal Two. As a result, an additional 47.6% of Nasdaq Voting Securities would need to be voted in favor of Proposal One and Proposal Two, respectively, in order to approve those proposals.

Opinion of Financial Advisor (Page 56)

At a meeting of Nasdaq’s Board of Directors on September 23, 2007, J.P. Morgan Securities Inc., which we refer to as JPMorgan, rendered its oral opinion to Nasdaq’s Board of Directors that, as of that date and based upon and subject to the factors and assumptions set forth in its opinion, the consideration to be paid by Nasdaq in the Acquisition was fair, from a financial point of view, to Nasdaq. JPMorgan confirmed its oral opinion by delivering to Nasdaq’s Board of Directors a written opinion dated September 23, 2007. The full text of the written opinion of JPMorgan, which sets forth, among other things, the assumptions made, procedures followed, matters considered and limitations on the review undertaken by JPMorgan in connection with its opinion, is attached to this Proxy Statement as Annex F and is incorporated in this Proxy Statement by reference. Holders of Nasdaq Voting Securities should read this opinion carefully and in its entirety. JPMorgan’s opinion is directed to Nasdaq’s Board of Directors and addresses only the fairness, from a financial point of view, of the consideration to be paid by Nasdaq in the Acquisition. JPMorgan’s opinion does not address the underlying decision by Nasdaq to enter into the Acquisition or any of the other Transactions and is not a recommendation as to how any holder of Nasdaq Voting Securities should vote with respect to the Acquisition or any of the other Transactions or any other matter.

Pursuant to its engagement letter with JPMorgan, Nasdaq has agreed to pay JPMorgan a fee of $15,000,000, of which 20% has been paid with the remainder due if and when the Transactions are completed.

Risk Factors (Page 23)

In deciding how to vote your Nasdaq Voting Securities on the matters described in this Proxy Statement, you should carefully consider the risks related to the Transactions and Nasdaq’s and OMX’s businesses.

Regulatory Matters (Page 67)

Certain approvals from, or filings with, regulatory authorities are required in connection with the Transactions (but not with respect to the LSE Transaction).

Appraisal Rights (Page 65)

Under Delaware law and Nasdaq’s Restated Certificate of Incorporation, holders of Nasdaq Voting Securities are not entitled to any rights to seek appraisal of their securities or to exercise any preemptive rights in connection with the proposals to issue shares of Nasdaq Common Stock in connection with the Transactions or the LSE Transaction.

Directors and Management of the Combined Company Following the Completion of the Transactions (Page 87)

Following completion of the Transactions, Nasdaq’s Chief Executive Officer (currently Robert Greifeld) will serve as Chief Executive Officer of the combined company and OMX’s Chief Executive Officer (currently Magnus Böcker) will serve as President of the combined company. The combined company’s Board of Directors will consist of sixteen directors, comprised of (i) nine individuals from (or nominated by) Nasdaq’s Board of Directors as of immediately prior to the completion of the Transactions, (ii) Nasdaq’s Chief Executive Officer, (iii) four individuals from (or proposed for nomination by) OMX’s Board of Directors as of immediately prior to the completion of the Transactions and (v) two individuals proposed for nomination by Borse Dubai.

Background Information About the Offer

On May 25, 2007, we and OMX announced the Offer.

We and OMX have entered into the Nasdaq OMX Transaction Agreement, as amended by the Supplement, which sets forth the terms and conditions of the Offer, as well as the composition of the board of directors and management team for the combined company. The Nasdaq OMX Transaction Agreement also contains certain prohibitions against the solicitation or entertainment of competing proposals on the part of both Nasdaq and OMX. Although we now intend to acquire OMX through the OMX Transaction Agreement, our agreements with OMX that were originally entered into as part of the Offer still control our relationship with OMX in certain respects.

On September 20, 2007, we and Borse Dubai announced the Transactions. Pursuant to our agreement with Borse Dubai, the Borse Dubai Offer will not be opened for acceptances until a number of conditions are met, including the receipt of regulatory approvals and approval of Proposal One. We and Borse Dubai are working together to satisfy these conditions and to enable us to acquire OMX through the Transactions. However, if these conditions cannot be met, we and Borse Dubai generally have the right to pursue separate offers for OMX—which, in our case, means we could continue the Offer. We have agreed with Borse Dubai not to open the Offer for acceptances unless the conditions to the Transactions cannot be met. However, given the consideration in the Borse Dubai Offer is SEK 265 per OMX Share in cash, and the implied value of the consideration in the Offer is SEK 228 per OMX Share as of November 9, 2007, if we and Borse Dubai pursue separate offers, we may have to increase the consideration in the Offer in order to be successful.

SUMMARY SELECTED CONSOLIDATED FINANCIAL INFORMATION OF NASDAQ

The following table sets forth summary selected historical consolidated financial data of Nasdaq, which should be read in conjunction with the consolidated financial statements of Nasdaq and the notes thereto and the discussion under “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included as part of Nasdaq’s Annual Report on Form 10-K for the fiscal year ended December 31, 2006. The financial data for the five years ended December 31, 2006 has been derived from the audited consolidated financial statements of Nasdaq. The financial data as of and for the nine months ended September 30, 2007 and 2006 has been derived from the unaudited condensed consolidated financial statements of Nasdaq included as part of Nasdaq’s Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2007. In the opinion of Nasdaq’s management, the unaudited information has been prepared on substantially the same basis as the consolidated financial statements appearing elsewhere in this Proxy Statement and includes all adjustments (consisting of normal recurring adjustments) necessary for a fair statement of the unaudited consolidated data for the nine months ended September 30, 2007 and 2006. The historical financial and operating information may not be indicative of our future performance.

SUMMARY SELECTED CONSOLIDATED FINANCIAL INFORMATION OF OMX

The following table sets forth summary selected historical consolidated financial data of OMX, which should be read in conjunction with the consolidated financial statements of OMX and the notes thereto and the discussion under “Management’s Discussion and Analysis of Financial Condition and Results of Operations of OMX” included in this Proxy Statement. The selected balance sheet data as of December 31, 2005 and 2006 and the selected income statement data for each of the years in the three-year period ended December 31, 2006 have been derived from the audited consolidated financial statements and related notes set forth on pages FIN-17 to FIN-90. The selected balance sheet data as of June 30, 2007 and selected income statement data for the six months ended June 30, 2006 and 2007 have been derived from the unaudited consolidated financial statements and related notes set forth on pages FIN-2 to FIN-15. The selected balance sheet data as of December 31, 2002, 2003 and 2004 and the selected income statement data for each of the years in the two-year period ended December 31, 2003 have been derived from audited consolidated financial statements and related notes not included in this Proxy Statement. The selected balance sheet data as of June 30, 2007 and the operating data for the six months ended June 30, 2006 and 2007 include, in the opinion of OMX’s management, all adjustments considered necessary for a fair statement of such data. The results of operations for the six months ended June 30, 2007 and 2006 are not necessarily indicative of results that may be expected for the entire year, nor is the information below necessarily indicative of OMX’s future performance.

OMX’s consolidated financial statements have been prepared in accordance with IFRS, which differ in certain material respects from U.S. GAAP. For a description of the principal differences between IFRS and U.S. GAAP as they relate to OMX and to its consolidated subsidiaries, and for a reconciliation of OMX’s shareholders’ equity and net income to U.S. GAAP, see Note 36 to the audited consolidated financial statements on pages FIN-84 to FIN-90, and Note 8 to the unaudited interim condensed consolidated financial statements on pages FIN-9 to FIN-15. All financial data for 2003 and 2002 are presented in accordance with Swedish GAAP. U.S. GAAP shareholders’ equity and net income data presented in the following tables has been derived from these Notes. Other U.S. GAAP data presented in the following tables has been derived from unaudited analyses prepared by OMX from its accounting records.

With respect to the unaudited interim financial information for OMX as of June 30, 2007 and 2006 and for the three and six months ended June 30, 2007 and 2006, Rule 3-12 (f) of Regulation S-X indicates that the financial statements of a foreign business to be acquired should be furnished pursuant to Rule 3-05. As OMX is a foreign business, Item 8.A.5 of Form 20-F addresses the age of interim financial statements and indicates that for any filing dated more than nine months after the end of the last audited financial year, such filing should contain consolidated interim financial statements, which may be unaudited, covering at least the first six months of the financial year. Therefore, the interim financial information relating to OMX included in this Proxy Statement includes unaudited interim financial statements as of June 30, 2007 and 2006 and for the three and six months ended June 30, 2007 and 2006. In addition, on pages 14 to 16, OMX has published and made available in the public domain certain interim financial information for the nine months ended September 30, 2007. However, this interim financial information does not represent full interim financial statements nor does it include a reconciliation between IFRS and U.S. GAAP. This current information is included in this Proxy Statement to provide the holders of Nasdaq Voting Securities with this additional information.