PERMITTED TRANSFER INSTRUCTIONS

Transcription

1 PERMITTED TRANSFER INSTRUCTIONS The following forms must be completed to transfer CBOE Holdings, Inc. Class A-2 Common Stock (if there are multiple transferees, a separate set of forms must be completed for each transferee): 1. Permitted Transfer Request Form and Transfer Certification, attached as Annex A, and the documents required to be attached to the Certification, as appropriate. 2. Transfer of Stock Ownership Form, attached below as Annex B, and the documents required to be attached to the Form, as appropriate. 3. W-8BEN (only for non-u.s. transferors), form attached below as Annex C. Please return this completed form to the appropriate address printed below. CBOE Holdings, Inc. c/o Chicago Board Options Exchange, Incorporated 400 South LaSalle Street Chicago, Illinois Attention: Legal Division-Transfer Request Telephone No.: (312) Web Site: No action will be taken unless you validly complete all required information. The only transfers that shall be permitted are those specified in the Permitted Transfer Request Form and Transfer Certification, attached as Annex A, which are based on Article Fifth(d) of the CBOE Holdings, Inc. amended and restated certificate of incorporation. A copy of the CBOE Holdings, Inc. amended and restated certificate of incorporation is available under the "Corporate Governance" tab of the "Investor Relations" section of CBOE's website,

2 ANNEX A PERMITTED TRANSFER REQUEST FORM AND TRANSFER CERTIFICATION See attached

3 PERMITTED TRANSFER REQUEST FORM AND TRANSFER CERTIFICATION CBOE Holdings, Inc. c/o Chicago Board Options Exchange, Incorporated 400 South LaSalle Street Chicago, Illinois Attention: Legal Division - Transfer Request Re: CBOE Holdings, Inc. Class A-2 Common Stock Reference is hereby made to the Amended and Restated Certificate of Incorporation (the "Certificate of Incorporation") of CBOE Holdings, Inc. (the "Company"). Capitalized terms used but not defined herein shall have the meanings given to them in the Certificate of Incorporation. The owner of the Shares (as defined below) proposes to transfer Shares of Class A-2 Common Stock of the Company (the "Shares") (the "Transfer") pursuant to the permitted transfer included below. The undersigned hereby certifies to the Company and Mellon Investor Services LLC that the requested transfer satisfies the requirements of the permitted transfer identified below. The undersigned hereby represents that this Transfer is not being made pursuant to any agreement, arrangement or understanding, whether or not in writing, to effect such Transfer made prior to the date of the demutualization of the Company. Check if Transfer is from a record or beneficial owner to a related person. The undersigned certifies that the undersigned is a record or beneficial owner of the Shares and that (check one below): The undersigned is an entity (including a corporation, partnership, limited liability company or limited liability partnership), true and complete copies of the organizational documents and evidence of the required ownership as set forth below are attached to this Permitted Transfer Request Form and Transfer Certification and the undersigned desires to transfer to (check one below): a Person of which the undersigned directly or indirectly owns all of the common voting and equity interest; a Person that directly or indirectly owns all of the common voting and equity interest of the undersigned an entity, which is directly or indirectly owned by another Person who also owns directly or indirectly all of the common voting and equity interest of the undersigned; or the equity holders of the undersigned (including stockholders, partners or members of such holder) upon a bona fide liquidation or dissolution of the undersigned, and the undersigned certifies that relevant documentation relating to the liquidation or dissolution is attached to this Permitted Transfer Request Form and Transfer Certification. The undersigned desires to transfer to a trustee of the bankruptcy estate of the undersigned if the undersigned has become bankrupt or insolvent, and the undersigned certifies that relevant documentation relating to the bankruptcy is attached to this Permitted Transfer Request Form and Transfer Certification. The undersigned is a natural person and desires to transfer to (check one below): a Family Member of the undersigned, and the undersigned certifies that that the permitted transferee has the following relationship to the undersigned (check one below): Spouse or Domestic Partner Child or Stepchild Parent or Stepparent Grandchild Grandparent Brother or Stepbrother Sister or Stepsister a trust or foundation solely for the benefit of the undersigned and/or the undersigned's Family Members (such trust or foundation, a "Qualified Trust"); the undersigned certifies that the trust instrument or foundation organizational documentation, as appropriate, are attached to this Permitted Transfer Request Form and Transfer Certification; and, the undersigned certifies that the Family Member beneficiaries of the Qualified Trust consist of the following persons with the following familial relationships to the undersigned:

4 or a trustee of the bankruptcy estate of the undersigned if the undersigned has become bankrupt or insolvent, and the undersigned certifies that relevant documentation relating to the bankruptcy is attached to this Permitted Transfer Request Form and Transfer Certification. Check if Transfer is from trustee of a Qualified Trust to any beneficiary of such Qualified Trust. The undersigned certifies that it is a trustee of a Qualified Trust and that the undersigned is Transferring such Shares to any beneficiary of such Qualified Trust (including a trust for the benefit of such beneficiary) or Transferring such Shares in exchange for cash necessary to pay taxes, debts or other obligations payable by reason of the death of the grantor of such Qualified Trust or any one or more of such beneficiaries, in each case in accordance with the terms of the trust instrument. The undersigned certifies that the trust instrument or foundation organizational documentation, as appropriate, are attached to this Permitted Transfer Request Form and Transfer Certification. To the extent applicable, the undersigned certifies that a certified copy of the death certificate of the deceased stockholder and the court appointment of the estate representative, dated within 60 days of the request for the Transfer, as appropriate, are attached to this Permitted Transfer Request Form and Transfer Certification. To the extent applicable, the undersigned certifies that the Family Member beneficiaries of the Qualified Trust consist of the following persons with the following familial relationships to the undersigned: Check if Transfer is a result of a foreclosure. The undersigned certifies that it is the record or beneficial owner of the Shares (or is the secured party identified in a control agreement on file with the Company with respect to the Shares) and that it is Transferring such Shares as a result of a bona fide foreclosure resulting from such pledging or hypothecating, or granting a security interest in, such Shares. The undersigned certifies that true and complete copies of all documentation evidencing the pledge, hypothecation or security interest, as appropriate, and the foreclosure are attached to this Permitted Transfer Request Form and Transfer Certification. Check if Transfer is made by a fiduciary of a deceased stockholder of the Company. The undersigned certifies that it is a fiduciary of a deceased stockholder of the Company and that the undersigned is Transferring such Shares to one or more beneficiaries of such estate (including a trust for the benefit of such beneficiaries) or Transferring such Shares in exchange for cash necessary to pay taxes, debts or other obligations payable by reason of the death of the deceased stockholder. The undersigned certifies that a certified copy of the death certificate of the deceased stockholder and the court appointment of the estate representative, dated within 60 days of the request for the Transfer, as appropriate, are attached to this Permitted Transfer Request Form and Transfer Certification. * Name of Owner: By: Name: Title: Dated: * Check here if this form is being delivered by a secured party identified in a control agreement on file with the Company. If so, the secured party should execute the form in the space above.

5 ANNEX B TRANSFER OF STOCK OWNERSHIP FORM See attached

6 Transfer of Stock Ownership Form BNY Mellon Shareowner Services P.O. Box Pittsburgh, PA Section A Issuer Name Company Name Cusip Number Account Key Section B Current Shareowner Investor ID or SSN/TIN Registration/Name and Address exactly as it appears on your certificate or statement Section C - Shares To Be Transferred Original Stock Certificate Shares* Book-entry Shares Total Shares +. =. To Be Transferred To Be Transferred To Be Transferred *Please attach and send the actual, original stock certificates together with this form. Lost Certificates Please call Section D Required Signature and Medallion Signature Guarantee The undersigned hereby irrevocably constitutes and appoints BNY Mellon Shareowner Services as attorney to transfer the shares with full power of substitution in the premises. Signatures must be guaranteed by a participant in a Medallion Signature Guarantee Program. Signature: Signature: Date: Each registered owner must sign his/her name exactly as it appears on the account, or an authorized person must sign in his/her legal capacity.

7 Section E - New Shareowner(s) Account Type If you wish to divide your shares between two or more owners individually, please use additional copies of this page. Account Type Check One Individual Joint Custodial Trust Estate Corporation Other: (please specify) Section F - New Shareowner(s) Account Information Total Shares to be Transferred to this Account. Registration/Name and Address of New Owner Section G- Taxpayer ID Certification (Substitute Form W-9) (To be completed by the new shareowner) YOUR ACCOUNT MAY BE SUBJECT TO BACKUP WITHHOLDING AT THE APPLICABLE RATE IF YOU DO NOT COMPLETE THIS SUBSTITUTE FORM W-9. All new security holders are required to sign and return this certification. If the requested information is not known at the time of the transfer or the new owner is not available to sign, a W-9 Form will be mailed to the new shareholder(s) once the shares are transferred. The new shareholder may go online to and certify their Taxpayer Identification Number. Check appropriate box: Individual/Sole proprietor Corporation Partnership Limited liability company. Enter the tax classification (D=disregarded entity, C=corporation, P=partnership).. Other (see instructions) New Shareholder s Taxpayer ID Number Under penalties of perjury, I certify that: 1. The number shown on this form is my correct taxpayer identification number (or I am waiting for a number to be issued to me), and 2. I am not subject to backup withholding because: (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue Service (IRS) that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding, and 3. I am a U.S. citizen or other U.S. person (defined in the instructions). Certification instructions. You must cross out item 2 above if you have been notified by the IRS that you are currently subject to backup withholding because you have failed to report all interest and dividends on your tax return. For real estate transactions, item 2 does not apply. For mortgage interest paid, acquisition or abandonment of secured property, cancellation of debt, contributions to an individual retirement arrangement (IRA), and generally, payments other than interest and dividends, you are not require to sign the Certification, but you must provide your correct TIN. Sign Signature of Here U.S. person Date

8 ANNEX C W-8BEN (only for non-u.s. transferors) See link to form W-8 BEN & Instructions