MIAMI INTERNATIONAL HOLDINGS, INC.

E REGARDING FORWARD-LOOKING STATEMENTS

This Proxy Statement contains forward-looking statements within the meaning of the

Private Securities Litigation Reform Act of 1995 that involve a number of risks and

uncertainties. You can identify these statements by forward-looking words such as “may”,

“might”, “should”, “expect”, “plan”, “anticipate”, “believe”, “estimate”, “predict”, “potential”,

or “continue”, and the negative of these terms and other comparable terminology. All statements

that reflect our expectations, assumptions or projections about the future other than statements of

historical fact are forward-looking statements. These forward-looking statements, which are

subject to known and unknown risks, uncertainties and assumptions about us, may include

projections of our future financial performance based on our growth strategies and anticipated

trends in our business. These statements are only predictions based on our current expectations

and projections about future events. There are important factors that could cause our actual

results, level of activity, performance or achievements to differ materially from those expressed

or implied by the forward-looking statements. In particular, you should consider the risks and

uncertainties described in Part 1 of our Annual Report on Form 10-K under “Special Note

Regarding Forward-Looking Statements,” Item 1A, “Risk Factors”, and our other filings with the

SEC. While we believe we have identified material risks, these risks and uncertainties are not

exhaustive. Moreover, we operate in a very competitive and rapidly changing environment. New

risks and uncertainties emerge from time to time, and it is not possible to predict all risks and

uncertainties, nor can we assess the impact of all factors on our business or the extent to which

any factor, or combination of factors, may cause actual results to differ materially from those

contained in any forward-looking statements.

We do not undertake, and expressly disclaim, any duty to update any forward-looking

statement whether as a result of new information, future events or otherwise, except as required

by law. We caution you not to place undue reliance on the forward-looking statements, which

speak only as of the date of this filing.

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