CME GROUP INC.
CHICAGO MERCANTILE EXCHANGE INC.
BOARD OF TRADE OF THE CITY OF CHICAGO, INC.
NEW YORK MERCANTILE EXCHANGE, INC.
COMMODITY EXCHANGE, INC.
AUDIT COMMITTEE OF THE BOARD OF DIRECTORSCHARTERI.

PurposeThe Audit Committee (the “Committee”) is a committee of the Board of Directors (the “Board”) of
CME Group Inc. (“CME Group”), Chicago Mercantile Exchange Inc. (“CME”), Board of Trade of the City ofChicago, Inc. (“CBOT”), New York Mercantile Exchange, Inc. (“NYMEX”), and Commodity Exchange, Inc.
(“COMEX”), (collectively, referred to as, the “Company”). The primary purpose of the Committee is toprovide independent and objective oversight of the financial statements and financial reporting process,the systems of internal accounting and financial controls, the Global Assurance function and the annual
independent audit of the Company’s consolidated financial statements, including without limitation: (a)assisting the Board’s oversight of (i) the integrity of the Company’s consolidated financial statements; (ii)the Company’s compliance with legal and regulatory requirements as they may impact the Company’s
financial statements or financial disclosures; (iii) the Company’s independent auditors’ qualifications andindependence; and (iv) the performance of the Company’s independent auditors and the Company’s
Global Assurance function and (b) preparing a report as required to be prepared by the Committee
pursuant to the rules of the Securities and Exchange Commission (the “SEC”) for inclusion in theCompany’s annual proxy statement. In doing so, it is an objective of the Committee to provide an open
avenue of communication between the Board, management, Global Assurance staff and the independentauditors.
II.

Membership & Organization•The members of the Committee and its Chairperson shall be appointed in accordance withthe provisions of the Company’s Corporate Governance Principles.

•The Committee shall be comprised of three (3) or more directors who, as determined by theBoard, are qualified to serve on the Committee in accordance with the requirements of theapplicable listing standards and regulations. Each member of the Committee shall have an
understanding of fundamental financial statements and at least one member shall befinancially sophisticated in accordance with Nasdaq rules.

•At least one member of the Committee shall qualify as an “audit committee financial expert”,
as such term is defined in the rules and regulations promulgated by the SEC pursuant to theSecurities Exchange Act of 1934, as amended (the “Exchange Act”). The Board shalldetermine who is an “audit committee financial expert”, not the Committee or the Committee
Chairperson. No director may serve as a member of the Committee if such director
simultaneously serves on the audit committee of more than two other public companies,
unless the Board determines that such simultaneous service would not impair the ability ofsuch director to effectively serve on the Committee. Any such determination must be
disclosed in the Company’s proxy statement.

•The Chairperson shall schedule all meetings of the Committee and provide the Committeewith a written agenda, as appropriate. A quorum of the Committee shall be a majority of theappointed members of the Committee. The Committee may ask members of management orothers to attend the meeting and provide information or recommendations, as necessary.

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III.

IV.

Engagement of Outside Advisors and Independent Auditors•The Committee shall have the sole authority and direct responsibility to appoint, retain,compensate, evaluate and terminate the Company’s independent auditors. The independentauditors shall report directly to the Committee.

•The Committee shall have the resources and authority appropriate to discharge its duties andresponsibilities, including the authority to engage independent professional advisors, as it
deems appropriate, and may direct the proper officers of the Company to pay the reasonable
fees and expenses of any such advisor.

Committee Meetings, Tasks and Authority
General•The Committee shall meet as often as it determines necessary to carry out its duties andresponsibilities, but no less frequently than four (4) times annually and keep minutes of itsproceedings.

•The Committee shall meet periodically with the independent auditors, Chief Audit Executive
and Head of Global Assurance and management in separate executive sessions to discuss
any matters that the Committee or these groups believe should be discussed privately.

•The Committee shall perform its responsibilities in accordance with this Charter andapplicable regulatory requirements.

Responsibilities
Financial Reporting, Control and Other Review Activities
Financial Reporting•

The Committee shall determine whether to recommend to the Board that the audited financial
statements be included in the Company’s Annual Report on Form10-K and the annual reportto shareholders.

•The Committee shall meet annually with the General Counsel or the General Counsel’s officeof the Company, and outside counsel when appropriate, to review legal and regulatory
matters, if any, that may have a material impact on the financial statements, including,
without limitation, any matters involving potential or ongoing material violations of law or
breaches of fiduciary duty to the Company.

•The Committee shall discuss in a general manner the Company’s earnings press releases,including the type and presentation of information to be included therein (paying particularattention to any use of “pro forma” or “adjusted” information not prepared in accordance withgenerally accepted accounting principles (“GAAP”), such as non-GAAP financial measures),as well as financial information and earnings guidance provided by the Company to analysts
and rating agencies.

•The Committee shall review and discuss with the independent auditors and management:othe Company’s audited consolidated financial statements;oall critical accounting policies and practices to be used, critical audit matters(“CAMs”), audit conclusions regarding significant accounting estimates, audit

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adjustments, disagreements between the independent auditors and management
and any other matters required to be brought forth by AICPA Statement ofAuditing Standards No. 61 or under generally accepted auditing standards;
oassessments of the adequacy of internal controls, including any identified
material weaknesses and reportable conditions in internal controls over financial
reporting and the identification of instances of management override orcompromise of the internal control system;

oreports issued with respect to the annual financial statements, internal control
structure and procedures for financial reporting and compliance with certain
specified laws and regulations and the basis for such reports;

osignificant issues regarding accounting principles and financial statement
presentations, including any significant changes in the Company’s selection orapplication of accounting principles, and major issues as to the adequacy of theCompany’s internal controls and any special audit steps adopted in light ofsignificant deficiencies or material weaknesses;oany analyses prepared by management and/or the independent auditors setting
forth significant financial reporting issues and judgments made in connection withthe preparation of the financial statements, including analyses of theramifications and effects of alternative GAAP on the Company’s consolidated
financial statements;oall alternative treatments of financial information within GAAP that have been
discussed by the Company’s independent auditors and management, theramifications of the use of such alternative disclosures and treatments and thetreatment preferred by the independent auditors;

oall other material written communications between the independent auditors andmanagement, such as any management letter or schedule of unadjusteddifferences;othe effect of regulatory and accounting initiatives, as well as off-balance sheet
structures, on the consolidated financial statements of the Company; ando

the Annual Report on Form 10-K and each Quarterly Report on Form 10-Q prior
to its filing, including the Company’s disclosures under “Management’sDiscussion and Analysis of Financial Condition and Results of Operations,” andthe results of the independent auditors’ reviews and audit and the certifications
required under the Sarbanes-Oxley Act of 2002.

Internal Controls•The Committee shall review the adequacy and effectiveness of the Company’s accounting
and internal control policies and procedures on a regular basis, including the responsibilities,
budget and staffing of the Company’s Global Assurance Department, through inquiry anddiscussions with the independent auditors and management.

•The Committee shall review the yearly report prepared by management assessing theeffectiveness of the Company’s internal controls over financial reporting and stating
management’s responsibility to establish and maintain adequate internal controls overfinancial reporting, prior to its inclusion in the Company’s annual report.

3••

The Committee shall review with the chief executive officer and chief financial officer andindependent auditors, periodically:oall significant deficiencies and material weaknesses in the design or operation ofinternal controls over financial reporting which could adversely affect theCompany’s ability to record, process, summarize and report financial data,including any material weaknesses in internal controls identified by theindependent auditors;oany fraud, whether or not material, that involves management or other
employees who have a significant role in the Company’s internal controls overfinancial reporting; ando

any significant changes in internal controls over financial reporting or in otherfactors that could significantly affect internal controls over financial reporting,including any corrective actions with regard to significant deficiencies andmaterial weaknesses.

The Committee shall establish procedures for (i) the receipt, retention and treatment ofcomplaints received by the Company regarding accounting, internal accounting controls orauditing matters, and (ii) the confidential, anonymous submission by employees of theCompany of concerns regarding questionable accounting or auditing matters.

Independent Auditors•The Committee shall annually review and discuss the independence of the auditors by,among other things:
osecuring from and discussing with the independent auditors the written disclosureand letters required by the applicable requirements of the Public Company
Accounting Oversight Board (PCAOB) regarding the independent auditors’communications with the Committee prior to entering into the engagement and at
least annually thereafter. The Committee shall discuss with the independentauditors whether any disclosed relationships or services, or other factors, may
impact the independent auditors’ objectivity and independence, and take, orrecommend that the full Board take, appropriate action to oversee theindependence of the independent auditors;

oensuring that the lead audit partner and reviewing audit partner responsible forthe current fiscal year audit of the Company’s consolidated financial statements
have not performed audit services for the Company for more than the previous
four consecutive years;

oensuring that the chief executive officer, chief financial officer, chief accounting
officer or controller (or other person serving in a “financial reporting oversightrole” as defined in Rule 2-01(f) under the Exchange Act) was not, within one year
prior to the initiation of the audit, an employee of the independent auditors whoparticipated in any capacity in the Company’s audit;

oobtaining assurances from the independent auditors that the independent
auditors are in compliance with the provisions of Rule 2-01(c)(8) under theExchange Act prohibiting compensation of audit partners based on the sale ofnon-audit services to the partner’s audit clients;

oconsidering whether there should be regular rotation of the independent auditors;

4oestablishing hiring policies for employees or former employees of the Company’scurrent or former independent auditors in accordance with the Company’s Policy
Regarding Hiring Employees of the Independent Registered Public Accounting
Firm; andoobtaining a report describing all relationships between the independent auditors
and the Company (including a description of each category of services provided
by the independent auditors to the Company and a list of the fees billed for eachcategory).

•

The Committee should present its conclusions with respect to the above matters, including its
review of the lead partner and the reviewing partner of the independent auditors, and its
reason whether there should be regular rotation of the independent auditors, to the Board.

•The Committee shall review and approve in advance the scope of the independent auditors’
annual financial statement audit, the estimated fees and such other matters pertaining tosuch audit as the Committee may deem appropriate.

•The Committee shall review and approve in advance all permitted non-audit engagements
and relationships between the Company and the independent auditors in accordance with theCompany’s Audit and Non-Audit Services Policy.

•The Committee shall review and oversee the resolution of all disagreements between theindependent auditors or the Global Assurance staff and management regarding financialreporting.

•The Committee shall obtain and review no less frequently than annually a report by theindependent auditors describing:•othe independent auditors’ internal quality-control procedures; ando

any material issues raised by the most recent internal quality-control review, or
peer review, of the independent auditors, or by any inquiry or investigation by any
governmental or professional authority, within the preceding five years,respecting one or more independent audits carried out by the independent
auditors, and any steps taken to deal with any such issues.

The Committee shall review on a regular basis with the Company’s independent auditors any
problems or difficulties encountered by the independent auditors in the course of any audit
work, including management’s response with respect thereto, any restrictions on the scope of
the independent auditors’ activities or on access to requested information and any significant
disagreements with management. In connection therewith, the Committee should review with
the independent auditors:oany accounting adjustments that were noted or proposed by the independent
auditors but were rejected by management (as immaterial or otherwise);oany communications between the audit team and the independent auditors’
national office respecting auditing or accounting issues presented by theengagement; ando

any “management” or “internal control” letter issued, or proposed to be issued, by
the independent auditors to the Company.

5•The Committee shall obtain from the independent auditor assurance that the auditor is notaware of any matters required to be reported under Section 10A(b) of the Exchange Act(concerning detection of illegal acts).

Global Assurance Department••

With respect to the Global Assurance Department:othe Committee shall approve the appointment, compensation, replacement andperformance of the Chief Audit Executive and Head of Global Assurance;othe Chief Audit Executive and Head of Global Assurance shall report to theCommittee and, for administrative purposes, shall report to the office of the chief
executive officer;

othe Committee shall review and approve changes (if any) to the Global
Assurance Charter annually or when material changes occur;othe Committee shall review Global Assurance’s audit budget, resources,activities and organizational structure with the goal of ensuring that theDepartment has the required resources to complete its internal audit plan; andothe Committee shall provide ongoing assurance that there are no unjustified
restrictions or limitations to the functioning of the Global Assurance Department.

With respect to the internal audit plan:othe internal audit plan shall be developed based on a prioritization of the audit
universe using a risk-based methodology, including input from the Enterprise
Risk Management Program, senior management, the Committee and other
Board committees with related risk oversight responsibilities;

othe Committee shall annually review and approve the internal audit plan,including the scope and coverage of the plan, and any significant changes to theplan, including but not limited to, changes to audit selection, scope, timing andstaffing, as well as periodically assess progress against the plan;oin connection with any significant changes to the plan, Global Assurance shallpresent in its written materials the rationale for, and the risks associated with all
significant changes and the Committee shall consider the risks associated withsuch changes; andoon a periodic basis, the Committee shall review a summary of internal audit
findings and inquire as to whether appropriate corrective actions have been
undertaken on significant audit findings.

Related Party Transactions•The Committee shall review the material terms and conditions of transactions orarrangements required to be disclosed pursuant to SEC Regulation S-K, Item 404, orotherwise specified in the Company’s Related Party Transaction Approval Policy from time totime, between the Company and any of its directors, officers, principal stockholders or any of
their respective affiliates, associates or related parties and either approve or disapprove of
the entry of such transaction in accordance with the Company’s Related Party Transaction
Approval Policy.

6General
•

V.

VI.

The Committee shall review such other matters and perform such additional activities, within
the scope of its responsibilities, as the Committee or the Board deems necessary orappropriate.

Reporting Activities•The Committee Chairperson or his or her delegate, on behalf of the Committee, shall makeverbal reports to the Board on recent activities of the Committee. In connection therewith, theCommittee Chairperson should review with the Board any issues that arise with respect tothe quality or integrity of the Company’s financial statements; the Company’s compliance withlegal or regulatory requirements as they relate to the financial statements and/or the systemsof internal accounting and financial controls; the performance and independence of theauditors; or the performance of the Global Assurance function.

•The Committee shall prepare and adopt a written annual report to the Board summarizing thekey activities, conclusions and recommendations of the Committee during the previous year.

•The Committee shall prepare a report for inclusion in the Company’s proxy statement setting
forth the basis for the Committee’s recommendation to the Board with respect to the inclusionof the audited financial statements in the Annual Report on Form 10-K and annual report toshareholders.

•The Committee shall reassess the adequacy of this Charter no less frequently than annuallyand submit any recommended changes to the full Board for approval.

•The Committee shall evaluate its performance on an annual basis and establish criteria forsuch evaluation. The Committee shall report to the Board regarding the results of its
evaluation and provide copies of written evaluations, if any, to the full Board.

Limitation on the Role of the Audit Committee

While the Committee has the duties and responsibilities set forth in this charter, the Committee is
not responsible for preparing or certifying the financial statements, for planning or conducting the audit orfor determining whether the Company's financial statements are complete and accurate and are inaccordance with GAAP.
In fulfilling their responsibilities hereunder, it is recognized that members of the Committee are
not full-time employees of the Company, it is not the duty or responsibility of the Committee or its
members to conduct "field work" or other types of auditing or accounting reviews or procedures or to set
auditor independence standards, and each member of the Committee shall be entitled to rely on (i) theintegrity of those persons and organizations within and outside the Company from which it receives
information, (ii) the accuracy of the financial and other information provided to the Committee absent
actual knowledge to the contrary (which shall be promptly reported to the Board) and (iii) statements
made by management or third parties as to any information technology, internal audit and other non-audit
services provided by the independent auditors to the Company.
Nothing contained in this charter is intended to create, or should be construed as creating, any
responsibility or liability of the members of the Committee, except to the extent otherwise provided under
the applicable laws of State of Delaware, which shall continue to set the legal standard for the conduct ofthe members of the Committee.
Approved by the Audit Committee: December 6, 2022
Approved by the Board of Directors: February 1, 2023

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