Questions and Answers for CBOT Holdings, Inc. (“CBOT”) shareholders who own shares at Computershare Investor Services LLC (“Computershare”), CBOT’s Transfer Agent When did the merger between CBOT Holdings, Inc. and Chicago Mercantile Exchange Holdings Inc. close? On July 12, 2007, CBOT Holdings, Inc. merged into Chicago Mercantile Exchange Holdings Inc. to form CME Group. Where are the shares of CME Group traded? The shares of CME Group are traded on the NYSE and the NASDAQ under the symbol “CME.” What will I receive for my CBOT shares as a result of the merger? For each share of CBOT Holdings Class A common stock that you held immediately prior to the merger, you are entitled to receive 0.3750 of a share of CME Holdings Class A common stock. (Example: If you have 100 shares of CBOT common stock, you will receive 37.5 shares of CME common stock.) Is the exchange of my CBOT shares for CME shares a taxable event?
CME Holdings and CBOT Holdings intend for the merger to qualify as a reorganization within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended. As a result, the exchange of your CBOT Holdings shares for CME Holdings shares generally will be a tax-free event. You should consult with your own tax advisors as to the tax consequences of the merger and the tender offer in your particular circumstances, including the applicability and effect of the alternative minimum tax and any state, local or foreign and other tax laws and of changes in those laws.
When will my CBOT shares be exchanged for CME shares? If you hold your shares in book-entry form, the exchange of your shares will occur over the next three to five business days. This is the standard time frame for the conversion of shares in transactions similar to the CME/CBOT merger. If you hold your shares in certificated form, you will need to complete a Letter of Transmittal and return your physical certificates to Computershare in order to receive CME Holdings shares. Letters of Transmittal will be mailed to shareholders holding certificated shares the week of July 15th. Why am I receiving fractional shares? Per the merger agreement, the company is issuing out fractional shares. When will I be able to view my CME shares at Computershare? You will have the ability to view your converted CBOT shares/CME shares on or about Wednesday, July 18, 2007. In order to view your CME Group shares, you will need to activate an account under CME Group at Computershare. Statements regarding your holdings in CME Group shares will be mailed out on or about Thursday, July 19th. When will I be able to sell my CME Group shares through Computershare? You will be able to sell your CME Group shares once you have activated a CME account at Computershare. We expect the share exchange and the account set up to be completed on or about Wednesday, July 18, 2007. Will I have the same account number after the shares have been exchanged? As a result of the merger, new Computershare account numbers will be created for all CBOT registered holders at the time the shares are converted to CME Class A common stock. What do I need to do in order to exchange my CBOT shares for CME shares? Computershare Trust Company is the Exchange Agent for the merger. The method of exchange depends on the manner in which you hold your CBOT shares.
Holders of CBOT stock certificates (including lost certificates): If you hold one or more physical CBOT stock certificate(s), you will receive a Letter of Transmittal from the Exchange Agent. In order to receive CME stock in exchange for your physical CBOT stock certificate(s), please: 1. Complete a Letter of Transmittal and sign where indicated. 2. Complete the Substitute Form W-9 or Form W-8BEN attached to the Letter of Transmittal. 3. Enclose all of your CBOT stock certificate(s). 4. Enclose the Letter of Transmittal, Substitute Form W-9 or Form W-8BEN (as applicable) and stock certificate(s) in the envelope provided and send the package to Computershare Trust Company, at the address listed on the Letter of Transmittal. Please pay particular attention to the detailed instructions regarding delivery of the certificate(s) in the Letter of Transmittal. If you held a physical CBOT stock certificate(s) but it has been lost, stolen or destroyed, please contact the Exchange Agent for instructions at 1-800-245-7630 prior to submitting your Letter of Transmittal. Do I have to exchange my physical CBOT stock certificate(s)? Yes. The merger has taken place and you must surrender your physical CBOT stock certificate(s) in order to receive your new CME shares. Can I bring or send my stock certificate(s) into the offices of CBOT or CME for exchange? No. Computershare is the Exchange Agent for the merger, and you will need to deliver your physical CBOT stock certificate(s) to them. The exchange cannot be made at any other location. CBOT direct registration program If you hold CBOT shares in book entry form only, your CBOT shares will be automatically exchanged for shares of CME Class A common stock. You will receive a Direct Registration Statement showing the number of CME shares you own. *If you hold CBOT shares in book-entry form and CBOT stock certificates, your CBOT shares held in book-entry form will not be exchanged until you return your properly completed Exchange Form and CBOT stock certificates to the Exchange Agent. Once the Exchange Agent receives your Exchange Form and CBOT stock certificates, you will receive a Direct Registration Statement showing the number of CME shares you own. I have not received a Letter of Transmittal or I need new Letter of Transmittal. Whom should I contact? Letters of Transmittal will be sent by the Exchange Agent, shortly following the completion of the merger, to the addresses shown on the records of CBOT to each shareowner who holds a physical certificate. Please allow approximately two weeks to receive your Letter of Transmittal. If you believe CBOT does not have your current address, have not received a Letter of Transmittal or need an additional Letter of Transmittal, please contact the Exchange Agent at 1-800-245-7630 (outside the United States and Canada 1-312-360-5491) to request a new Letter of Transmittal. Please note that if you hold shares only through CBOT’s direct registration program or through a bank or broker you will NOT receive a Letter of Transmittal and do not need to complete a Letter of Transmittal. Whom shall I contact if I have additional questions about the exchange of CBOT shares for CME shares? You may call Computershare, toll-free at 1-800-245-7630. Representatives are available Monday through Friday, 9 a.m. to 5 p.m. Eastern Time. Outside the U.S., Canada and Puerto Rico you can call at 1-312-360-5491.
Or by mail: Computershare PO Box 43014 Providence, RI 02940-3014