RELATED PARTY TRANSACTION APPROVAL POLICY
Adopted as of January 31, 2007; Revised as of December 5, 2023
PolicyIt is the policy of CME Group Inc. (the “Company”) that all potential and actual relationships
between the Company and any of its Related Parties (as defined herein) are appropriately
identified, accounted for, disclosed and reviewed and approved by the Audit Committee (the“Committee” in accordance with this Policy and applicable regulations.
Identification of Potential Related Parties
Related Parties will be brought to the Company’s attention in a number of ways. Each executive
officer, director and director nominee of the Company is responsible for providing notice to theOffice of the Secretary of his or her Related Parties and such Related Parties are confirmed by
the Office of the Secretary on a quarterly basis -- twice a year requiring specific review andaffirmation and twice a year as a reminder to provide any updates. Corporate Development andCME Ventures are responsible for notifying the Office of the Secretary of all investments madeby the Company that exceed five percent. The Office of the Secretary maintains a list ofshareholders who own five percent or more of the Company based on filings with the Securities
and Exchange Commission (the “SEC”).
The Office of the Secretary maintains the list of Related Parties and distributes it on a quarterly
basis to representatives in Corporate Finance, Legal, Real Estate, CME Ventures, Procurement,Accounts Payable, Accounts Receivable, Human Resources and the CME Group Foundation toidentify any potential Interested Transactions (as defined herein).
Review of Interested Transactions
In the event a potential Interested Transaction is identified, the Office of the Secretary inconsultation with management and with outside counsel, as appropriate, will determine whether
it does, in fact, constitute an Interested Transaction.
If the transaction is an Interested Transaction, it shall be reviewed with the Committee. TheCommittee shall either approve or disapprove of the entry into the Interested Transaction.
The Company strongly prefers to receive such notice of any potential Interested Transactions
well in advance so that the Office of the Secretary has adequate time to obtain and review
information about the proposed transaction and to refer it to the appropriate approval authority.
However, ratification of an Interested Transaction after its commencement or even its
completion may be appropriate in some circumstances.
To review an Interested Transaction, the Committee will be provided all relevant material
information of the Interested Transaction, including the terms and conditions of the transaction,
the business purpose of the transaction, the benefits to the Company and to the Related Party,
and any other relevant matters. In determining whether to approve or ratify an InterestedTransaction or an amendment thereto, the Committee will consider the following factors, amongothers, to the extent relevant:1•

whether the terms of the Interested Transaction are fair to the Company and would applyon the same basis if the other party to the transaction did not involve a Related Person;•

whether there are any compelling business reasons for the Company to enter into theInterested Transaction and the nature of alternative transactions, if any;•

whether the Interested Transaction would impair the independence of an otherwise
independent director or nominee for director;•

whether the Committee was notified of the Interested Transaction before its
commencement and if not, why pre-approval was not sought and whether subsequent
ratification would be detrimental to the Company; and•whether the Interested Transaction would present an improper conflict of interest for any
executive officer, director or director nominee, taking into account the size of thetransaction, the overall financial position of the executive officer, director, director
nominee or other Related Party, the direct or indirect nature of the director’s, nominee’s,
executive officer’s or other Related Party’s interest in the transaction and the ongoingnature of any proposed relationship and any other factors the Committee deems
relevant.

In the event the Committee is asked to ratify an Interested Transaction that has commenced
without approval, representatives of the Company’s Global Assurance Department may be
asked to provide an independent assessment on the fairness of the terms and conditions of thetransaction in connection with the Committee’s review of the transaction. Additionally, if inconnection with any such request for ratification, the Committee determines not to ratify anInterested Transaction, the Committee may direct additional actions including, but not limited to,
immediate discontinuation or rescission of the transaction, or modification of the transaction tomake it acceptable for ratification.
Any proposed amendment to an existing Interested Transaction shall also be reviewed by theCommittee in accordance with this Policy.
The Committee delegates to the Chairperson of the Committee specific approval authority toapprove transactions with a Related Party that were not part of an Interested Transaction or partof the original investment that resulted in the entity becoming a Related Party provided the valueof the transaction does not exceed $25,000. Any approval provided under this delegatedauthority shall be reported to the Committee at its next meeting.
The Committee has reviewed the types of Interested Transactions described in Exhibit A
entitled “Standing Pre-Approval for Certain Interested Transactions” and the Committee
has determined that such Interested Transactions described therein shall be deemed to be preapproved by the Committee under the terms of this policy.
The Audit Committee shall receive a report of existing Interested Transactions at least on anannual basis, including any deemed pre-approved pursuant to the "Standing Pre-Approval for
Certain Interested Transactions."
No director shall participate in any discussion, approval or ratification of an InterestedTransaction for which he or she is a Related Party, except that the director shall provide allmaterial information concerning the Interested Transaction to the Committee.

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If an Interested Transaction will be ongoing, the Committee may establish guidelines for theCompany’s management to monitor its ongoing dealings with the Related Party. Thereafter, theCommittee, on at least an annual basis, shall review and assess ongoing relationships with theRelated Party to ensure they are in compliance with the Committee’s guidelines and that theInterested Transaction remains appropriate.
In the event the Office of the Secretary or the Committee becomes aware of an existing
Interested Transaction which has not been evaluated in accordance with this policy, the matter
will be referred to the Committee for evaluation.

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Definitions
An “Immediate Family Member” includes a person’s spouse, domestic partner, parents,
stepparents, children, stepchildren, siblings, mothers- and fathers-in-law, sons- and daughtersin-law, and brothers- and sisters-in-law and anyone residing in such person’s home (other thana tenant or employee) or a family member who might control or influence such person or whomight be controlled or influenced by such person because of a family relationship.
An "Interested Transaction" is any transaction, arrangement or relationship or series of similartransactions, arrangements or relationships (including any indebtedness or guarantee ofindebtedness) in which:•the aggregate amount involved will or may be expected to exceed $120,000 in any
calendar year;•

the Company was, is or will be a participant directly or indirectly, AND•any Related Party has or will have a direct or indirect significant interest (other thansolely as a result of being a director or a less than 10 percent beneficial owner ofanother entity).

Notwithstanding the foregoing, an Immediate Family Member shall not be deemed to have adirect or indirect significant interest in the Company’s engagement of a large legal, accounting
or consulting firm in which such Immediate Family Member’s only affiliation is serving as apartner or employee of such firm and such engagement shall not be deemed an InterestedTransaction; provided all of the following apply:•such Immediate Family Member is not involved in any aspect of the selection orengagement of, or negotiation process with, the firm;•such Immediate Family Member is not provided any benefit and/or credit in connection
with the engagement other than that would be provided to any other unaffiliated partner
within the firm and such compensation arrangement is confirmed as part of theengagement process;•the business owner confirms in writing, in advance of each engagement, to theCommittee, that such engagement is not attributable to the Immediate Family Member;and•no other facts or circumstances relating to the engagement of the firm suggest that theImmediate Family Member would have a direct or indirect significant interest in theengagement as determined by the Office of the Secretary in consultation withmanagement and with outside counsel, as appropriate.

A "Related Party" is any:
•person who is or was (since the beginning of the last fiscal year for which the Company
has filed an Annual Report on Form 10-K, even if they do not presently serve in that role)
an executive officer, director or nominee for election as a director (once they become anominee);•greater than five (5) percent beneficial owner of the Company’s common stock;4•Immediate Family Member of any of the foregoing;oany firm, corporation or other entity in which any of the foregoing persons isemployed or is a partner or principal or in a similar position or in which such
person has a five (5) percent or greater beneficial ownership interest; oro

any firm, corporation or other entity in which the Company’s has a five (5)percent or greater beneficial ownership interest.

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Standing Pre-Approval for Certain Interested Transactions
The Committee has reviewed the types of Interested Transactions described below and theCommittee has determined that each of the following Interested Transactions shall be deemed
to be pre-approved by the Committee, even if the aggregate amount involved will exceed$120,000.
1. Employment of executive officers. Any employment by the Company of an executive
officer of the Company if: (a) the related compensation is required to be reported in theCompany’s proxy statement in accordance with the SEC’s compensation disclosure
requirements (generally applicable to "named executive officers"); or (b) the executive officer is
not an Immediate Family Member of another executive officer or director of the Company, therelated compensation would be reported in the Company’s proxy statement in accordance with
the SEC’s compensation disclosure requirements if the executive officer was a "named
executive officer", and the Company’s Compensation Committee approved (or recommendedthat the Board approve) such compensation.
2. Director compensation. Any compensation paid to a director if the compensation is required
to be reported in the Company’s proxy statement under the SEC’s compensation disclosure
requirements and the Company’s Compensation Committee approved (or recommended thatthe Board approve) such compensation.
3. Certain transactions with other companies. Any transaction with another company atwhich a Related Person’s only relationship is as an employee (other than an executive officer),
director or beneficial owner of less than 10% of that company’s shares, if the aggregate amountinvolved does not exceed the greater of (a) $200,000, or (b) five (5) percent of the recipient’s
consolidated gross revenues.
4. Certain Company charitable contributions. Any charitable contribution, grant orendowment by the Company (excluding payments pursuant to a matching gift program) or theCME Group Foundation to a charitable organization, foundation or university at which a Related
Person’s only relationship is as an employee (other than an officer) or a director or trustee if theaggregate amount involved does not exceed the lesser of $200,000 or five percent (5%) of that
entity’s total annual charitable receipts and other revenues, whichever is greater, per year.
5. Transactions where all shareholders receive proportional benefits. Any transaction
where the Related Person’s interest arises solely from the ownership of the Company’scommon stock and all holders of the Company’s common stock received the same benefit on apro rata basis (e.g. dividends).
6. Regulated transactions. Any transaction with a Related Party involving the rendering ofservices as a common or contract carrier, or public utility, at rates or charges fixed in conformity
with law or governmental authority.
7. Transactions on the Exchange. Any transaction in connection with a director acting as afloor broker, floor trader, employee or officer of a futures commission merchant, clearing
member firm, market participant or other similarly situated person that intermediates
transactions in or otherwise uses CME Group products or services; provided such transactions
are made in the ordinary course of business of the Company on terms consistent with thoseprevailing at the time for corresponding transactions by similarly situated, unrelated third parties.

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