CME GROUP INC.
CHICAGO MERCANTILE EXCHANGE INC.
BOARD OF TRADE OF THE CITY OF CHICAGO, INC.
NEW YORK MERCANTILE EXCHANGE, INC.
COMMODITY EXCHANGE, INC.
DIRECTOR CONFLICT OF INTEREST POLICYPURPOSE OF THE CONFLICT OF INTEREST POLICY
In their capacity as directors, the members of the Boards of Directors (collectively, the “Board”)
of CME Group Inc. ("CME Group"), Chicago Mercantile Exchange Inc. (“CME”), Board of Tradeof the City of Chicago, Inc. (“CBOT”), New York Mercantile Exchange, Inc. (“NYMEX”) andCommodity Exchange, Inc. (“COMEX”) (collectively, referred to as, the “Company”), must at alltimes act in the best interests of the Company. In general, Board members must subordinate
personal, individual business, third-party and other interests to the welfare and best interests ofthe Company and its shareholders.
The purpose of this Policy is to facilitate the Board’s understanding of what may constitute a
Conflict of Interest (as defined below), assist the Board in identifying and disclosing in advanceof any decision making actual and potential Conflicts of Interest, and help ensure the avoidanceof Conflicts of Interest where necessary. It is intended to provide guidance with respect tocommon potential Conflicts of Interest, but is not intended to address all possible Conflicts ofInterest. Consequently, this Policy is intended to supplement but not replace any applicablelaws, regulations or regulatory rules of the applicable organization governing conflicts ofinterest. In all instances where a potential Conflict of Interest arises between this Policy andapplicable Delaware, New York or other law, or a Conflict of Interest is not covered by thisPolicy, the Company will comply with its legal and regulatory requirements.
It is recognized that transactions or conduct may present Conflicts of Interest that are notnecessarily inherently improper and may sometimes be unavoidable. It is the manner in which
the director and the Board deal with the potential Conflict of Interest that determines thepropriety of the transactions and the director’s conduct.
DEFINITION OF CONFLICT OF INTEREST AND EXAMPLES OF POTENTIAL CONFLICTS
OF INTEREST
A “Conflict of Interest” can occur when a director’s personal interest interferes in any way with –or may appear to interfere in any with – the interest of the Company and the ability of thedirector to impartially vote on the matter pending before the Board. A director’s interest may bedirect or indirect through business, investment or an Immediate Family Member (defined as aperson's spouse, domestic partner, parents, stepparents, children, stepchildren, siblings,
mothers-and fathers-in-law, sons- and daughters-in-law, and brothers- and sisters-in-law andanyone residing in such person's home (other than a tenant or employee)) or when the activity
involves an individual with a close personal relationship with the director.

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The following are some examples of potential Conflicts of Interest:1(a) An existing or potential ownership or investment interest in any entity with which theCompany has a transaction, contract, or other arrangement,(b) A compensation arrangement with any entity or individual with which the Company
has a transaction, contract, or other arrangement,(c) An existing or potential ownership or investment interest in, or compensation
arrangement with, any entity or individual with which the Company is negotiating atransaction, contract, or other arrangement,(d) An existing or potential ownership or investment interest in, or compensationarrangement with, any entity whose business or operation has been or will be directly
affected by a decision or action of the Company,(e) Pending or threatened litigation between the Company and the director – or between
the Company and any company, firm or association with which the director has asignificant financial interest,(f) A compensation decision impacting the director individually ─ not as a member ofthe overall Board or a particular Committee,(g) Actual or potential use of confidential information of the Company by a director – orbetween the Company and any company, firm or association with which the director
has a significant financial interest,(h) A director’s ownership or investment interest in any vendor, service provider or any
other third party dealing with the Company,(i) The director’s engagement in outside employment or activity that competes with theCompany’s activities or otherwise interferes with the director’s obligations to theCompany,(j) The director or an Immediate Family Member or an individual with a close personal
relationship with the director receives improper personal benefits as a result of thedirector’s position or competes with the Company – directly or indirectly – in thepurchase, sale or ownership of property or services or investment opportunities,(k) The director knowingly has a direct and significant financial interest in the result of
the vote based on trading positions that could reasonably be expected to be affectedby the action, or
1 While there is no bright-line standard for whether an ownership or financial interest is of thelevel to create an actual or potential conflict of interest as it would depend upon the facts andcircumstances of the interest and of the individual director owner, in general ownership of 5% orgreater (for example, shares of stock or partnership or limited liability company interests) or
assets of an entity or, in the case of a publicly held corporation, 1% or greater of thecorporation’s outstanding capital stock should be disclosed for evaluation as a potential conflictof interest when there is the potential for a relationship with CME Group.

2(l) The director’s actions or interests – such as employment by, or ownership interest in,
a competitor, supplier, vendor or franchise – may make it difficult for the director toperform obligations to the Company objectively and effectively.
Whether an interest arises to an actual Conflict of Interest may depend on the effect on theindividual director, the director’s Immediate Family Member or a company or firm in which thedirector has an ownership or financial interest and whether such interest or potential impact issignificant in light of the director’s personal financial condition or the financial condition of thecompany, firm or Immediate Family Member. For example, a director who trades CME Groupproducts or has an interest in a member firm shall not be deemed to have a Conflict of Interestin a proposal to raise or lower trading fees or beneficially modify a trading-related policy if thechange would not have a significant effect on the director’s or the firm's income or financial
condition. If a director is not in a membership class affected by a decision, the director generally
will not be deemed to have a Conflict of Interest. Additionally, a director will not be considered tohave Conflict of Interest solely as a result of a transaction in connection with such director acting
as a floor broker, floor trader, employee or officer of a futures commission merchant, clearing
member firm or other similarly situated person that intermediates transactions in or otherwise
uses any CME Group products or services; provided such transactions are made in the ordinary
course of business of the Company on terms consistent with those prevailing at the time forcorresponding transactions by similarly situated, unrelated third parties and provided further thatsuch transactions are not subject to specific Board approval. A member of the Compensation
Committee may participate in decisions respecting director compensation and fees that affecthim or her to the extent that the decision applies equally to all directors. Directors may approvedirectors' compensation and fee levels of general application, but shall abstain from decisions
relating to fees and compensation relating particularly to them.
PROCESS FOR COMMUNICATING, REVIEWING AND ADDRESSING CONFLICTS OF
INTERESTAny director who believes he or she may have a Conflict of Interest relating to a matter pending
before the Board or any Committee must provide written notification to the Chairman and Chief
Executive Officer, the General Counsel and the Corporate Secretary prior to consideration ofthe matter by the Board or the Committee. The notice should include all relevant material facts
to enable the Board or Board Committee, in consultation with the General Counsel and outside
legal counsel, if necessary, to determine whether a Conflict of Interest exists.
To the extent a potential Conflict of Interest is identified in connection with the identification of amatter to be presented to the Board or a Committee, the General Counsel or their delegate,after consulting with the Chairman and Chief Executive Officer or the Committee Chair, asapplicable, shall communicate such potential Conflict of Interest to the director involved.
An assessment as to whether the matter is an actual Conflict of Interest is not required if thedirector abstains from the approval of the pending matter.
In the event the Board or Committee determines the director has a Conflict of Interest or theappearance of a Conflict of Interest, the Board or Committee, after consultation with the GeneralCounsel and outside legal counsel, if necessary, shall determine the appropriate action to betaken. As a general matter, the Company believes it is appropriate for a director to abstain fromvoting on a matter in which he or she has an actual Conflict of Interest or the appearance ofConflict of Interest.

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In the event a director abstains because of a Conflict of Interest, the abstention shall be noted inthe minutes of the meeting.
In addition to this Policy, directors who serve on any committee established under theCompany’s exchange rules must also follow the procedures set forth in the applicableRulebook.
CHANGE IN PROFESSIONAL OR PERSONAL BACKGROUND
Each director shall notify the Chairman and Chief Executive Officer, Lead Director, GeneralCounsel and Corporate Secretary in writing as soon as practicable of any proposed changes intheir profession or personal background that could potentially create a Conflict of Interest or theappearance of a Conflict of Interest. For example, if a Board member decides to pursue new oradditional employment, engage in an independent business venture or perform services(including any advisory role or serving as a director) for a business organization that is engaged
in any line of business in which any CME Group entity is engaged or planning to engage at anytime during such Board member’s tenure or may otherwise have a relationship with any CME
Group, such proposed activities must be disclosed in accordance with this Policy. The GeneralCounsel or their delegate, after consulting with the Chairman and Chief Executive Officer andLead Director, shall be determine whether such activity requires the approval of the Nominatingand Governance Committee due such activity’s potential to (i) create an actual conflict ofinterest, (ii) create an apparent conflict of interest that could cause reputational harm to theCompany or (iii) impact such Board member’s ability to fulfill their fiduciary duties.
VIOLATIONS OF THE CONFLICT OF INTEREST POLICY
If the General Counsel has reasonable cause to believe that a director has failed to disclose anactual or potential Conflict of Interest, he or she shall inform the director of the basis for such
belief and afford the director an opportunity to explain the alleged failure to disclose.
If, after hearing the response of the director and making such further investigation as may bewarranted in the circumstances, the General Counsel determines that the director has failed todisclose an actual or potential Conflict of Interest in violation of this Policy, he or she shallconsult with the Nominating and Governance Committee and the Nominating and GovernanceCommittee shall recommend to the Board appropriate corrective action.
REVIEW OF RELATED PARTY TRANSACTIONSIn accordance with the Related Party Transaction Approval Policy, the Audit Committee is
responsible for reviewing transactions with a value of $120,000 or greater in which a director ora director’s Immediate Family Member has or will have a direct or indirect significant interest
regardless of whether such matter requires approval of the Board or another Committee. Inaccordance with such policy, the Office of the Secretary solicits information on potential
relationships on a quarterly basis. Directors who become aware of any new transactions, should
contact the Office of the Secretary.

4TRACKING OF CONFLICTS OF INTERESTThe Office of the Secretary shall maintain a list of all identified perceived or actual Conflicts ofInterests relating to members of the Board.
ANNUAL ACKNOWLEDGEMENT
On an annual basis, directors are required to acknowledge that they have read, understand, arein compliance with and agree to abide by this Policy. The failure to acknowledge this Policy will
not affect the application of any of its provisions.
PERIODIC REVIEWS
The Nominating and Governance Committee shall periodically consider whether and how thisConflict of Interest Policy should be revised or amended to better meet the Company'sobjectives.
RELATIONSHIP TO CME’S REGULATED BUSINESSES
To the extent matters relating to the responsibilities described in this Policy relate to any ofCME’s regulated businesses (the Exchanges, CME Clearing and trade repositories), including
any disclosures or evaluation of suspected violations of the Policy, the chief regulatory counseland chief compliance officer, if any, or the General Counsel or their delegate for such regulated
business must be notified.
Approved by Nominating and Governance Committee: August 1, 2023
Approved by Board of Directors: November 8, 2023
Adopted November 2002

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