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

PurposeThe Nominating and Governance Committee (the "Committee") is a committee of theBoard of Directors (the "Board") of CME Group Inc. ("CME Group"), Chicago Mercantile
Exchange Inc. (“CME”), Board of Trade of the City of Chicago, Inc. (“CBOT”), New York
Mercantile Exchange, Inc. (“NYMEX”) and Commodity Exchange, Inc. (“COMEX”) (collectively,referred to as, the “Company”). The primary purposes of the Committee are to (i) identify
individuals qualified to become directors elected by the holders of the Class A and Class B
common stock voting together as a group (each an “Equity Director”) consistent with the criteria
established by the Board, and to recommend such nominees for election; (ii) to consider
individuals qualified to become directors elected by the Class B-1, Class B-2 and Class B-3
shareholders (each a “Class B Director”) and to recommend such nominees for election; (iii)
oversee the Company’s policies, procedures and practices in the area of corporate governance,including its Corporate Governance Principles; (iv) recommend and oversee the evaluation
process utilized by the Board to evaluate its performance as well as the performance of its
committees and individual directors; and (v) oversee succession planning for the Company’s
senior management, including its Chairman and Chief Executive Officer. In carrying out these
purposes, the Committee has the powers and responsibilities provided in this Charter.
II.

III.

Membership & Organization
The members of the Committee and its Chair shall be appointed in accordancewith the provisions of the Company’s Corporate Governance Principles.

The Committee shall be comprised of four (4) or more directors who qualify as
independent directors under the applicable listing standards.

The Chair shall schedule all meetings of the Committee and provide theCommittee with a written agenda, as appropriate. A quorum of the Committee
shall be a majority of the appointed members of the Committee. The Committee
may ask members of management or others to attend the meeting and provide
information or recommendations, as necessary.

Engagement of Outside Advisors
The Committee shall have the resources and authority appropriate to discharge
its duties and responsibilities, including the authority to engage independent
professional advisors, as it deems appropriate, and may direct the proper officersof the Company to pay the reasonable fees and expenses of any such advisor.

The Committee shall have the sole authority as it deems appropriate to retain
and terminate any search firm to be used to identify director candidates, including
sole authority to approve such search firm’s fees and other retention terms.

IV.

Committee Meetings, Tasks and Authority
General

The Committee shall meet as often as it determines necessary to carry out its
duties and responsibilities but no less frequently than four (4) times annually andkeep minutes of its proceedings.

The Committee shall perform its responsibilities in accordance with this Charterand applicable regulatory requirements.

Responsibilities
Nominations


The Committee shall evaluate and make recommendations to the Board
regarding the appropriate size, functions and needs of the Board and the criteria
for Board membership as set forth in the Corporate Governance Principles. On
an annual basis, the Committee shall review the Board Profile Matrix andrecommend its approval to the Board of Directors.

The Committee shall make recommendations to the Board regarding all
nominees for Equity Director and shall select the individuals as nominees forClass B Director taking into consideration the criteria approved by the Board, as
set forth in the Corporate Governance Principles, and such other factors as it
deems appropriate. The Committee shall seek to develop a Board, which
consists of individuals from diverse professional backgrounds who combine abroad spectrum of experience and expertise with a reputation for integrity and will
ensure each pool of qualified candidates from which Equity Director nominees
are chosen includes candidates who bring racial and/or gender diversity.

The Committee shall review all nominees for Equity Director submitted forconsideration by shareholders of CME Group in accordance with the procedures
set forth in the Company’s annual proxy statement.

The Committee shall be responsible for the independence and public director
assessment of all nominees, including as their status may be affected byaffiliations with other entities and compensation arrangements with the Company
or any third party, and making recommendations to the Board.

The Committee shall consider and make recommendations to the Board withrespect to any resignation tendered by an Equity Director pursuant to theCorporate Governance Principles.

In the event of a Board vacancy relating to an Equity Director position, theCommittee may at its discretion recommend to the Board an individual to fill suchvacancy.

Committees and Lead Director


The Committee shall advise the Board with respect to charters, structure andoperations of the standing Committees of the Board and the creation of any newor special Committee and, after consultation with the Chairman and Chief
Executive Officer, shall be responsible for making recommendations to the Board
with respect to the assignment of Board members to various committees and forthe position of Lead Director.

2

Corporate Governance

The Committee shall oversee corporate governance policies, procedures andpractices and make recommendations to the Board of Directors, including
annually reviewing the Corporate Governance Principles, the Board of Directors
Code of Ethics and the Director Conflict of Interest Policy and recommending anychanges to the Board.

The Committee shall oversee the Company’s Commitment and Signing Authority
Policy, including annually reviewing and approving substantive changes theretoand will submit for approval any material revisions to the Board for approval.

The Committee shall be responsible for enforcing the Company’s governancepolicies and shall determine appropriate actions to be taken in the event of any
violation. The Committee shall make recommendations concerning any otheraspect of the procedures of the Board that the Committee considers warranted,including but not limited to, procedures with respect to any waiver by the Board of
any Company rule, guideline, procedure or corporate governance principle.

The Committee shall oversee the performance evaluation process for the Board,
its Committees and the Board’s individual members.

The Committee shall oversee the orientation process for new Board members
and continuing education for existing members.

The Committee shall adopt procedures for shareholders to communicate with theBoard and shall monitor the receipt of any such communications.

The Committee shall oversee and make recommendations to the Board withrespect to shareholder proposals submitted to CME Group.

The Committee shall consider and review any other corporate governance issues
that arise from time to time, and develop appropriate recommendations for theBoard.

Continuity, Succession Planning Process, Management Evaluation
The Committee shall oversee the succession planning for the Company’s seniormanagement, including its Chairman and Chief Executive Officer, and oversee
the Board’s emergency succession plan for the Chief Executive Officer and othercritical roles.

The Committee shall recommend the process for the annual evaluation of theChairman and Chief Executive Officer to the Board.

Compliance & Ethics Program OversightIV.

The Committee shall be responsible for approving material changes to theCompany’s Employee Code of Conduct and related policies implementing theCode which set the “tone at the top” and establish a culture of compliance &ethics within the organization.

The Committee shall provide oversight of the Board of Directors Code of Ethics,
Board of Directors Conflicts of Interest Policy and any other Board compliancepolicy as well as any questions or enforcement issues relating to the Board ofDirectors.

Reporting Activities
The Committee Chair or his or her delegate, on behalf of the Committee, shallmake verbal reports to the Board on recent activities of the Committee.

3

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

The Committee shall reassess the adequacy of this Charter no less frequently
than annually and submit any recommended changes to the full Board forapproval.

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

Approved by Nominating and Governance Committee: August 3, 2021
Approved by Board of Directors: November 3, 2021
Last Reviewed in 2023 (No Changes)

4