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CBOT Holdings, Inc. A-3 Share Conversion to Class A Common Stock

On April 17, 2007 all CBOT Holdings, Inc. (“CBOT Holdings”) Series A-3 shares will convert to unrestricted CBOT Holdings Class A Common stock. This third and final conversion of Class A shares will result in the termination of the Combination Seat Market that is maintained currently by Sandler O’Neill.  Any current bids/offers in this market will be null and void at the close of business (4:30 p.m. Central time) on Monday, April 16, 2007.  The market in Chicago Board of Trade (“CBOT®”) memberships only (without stock) will continue unchanged.  Bids and offers with respect to this market may be submitted to the CBOT Member Services Department, Acquisitions section.  You may contact Joyce Blau, Manager of Membership Acquisitions (312/435-3460 or jbla35@cbot.com) in this regard. 

Although the A-3 shares will become unrestricted under the terms of the CBOT Holdings Certificate of Incorporation, there may be other limitations on the ability to sell or transfer shares. “Super Restrictions” will remain in place and will limit shareholders’ ability to sell or transfer unrestricted Class A shares if:

  • They are subject to a Control Agreement that an individual entered into with a third party and the CBOT to pledge the shares and membership interest to secure an obligation to that third party;
  • A seat owner leases his/her membership to someone else and has pledged the shares to the lessee;
  • The shares are registered on behalf of a member firm; or
  • The individual is an Exerciser Member at the CBOE and wishes to remain an Exerciser Member.

After April 17, 2007, shareholders whose shares are not subject to “super restrictions” will be able to move their shares from ComputerShare Investor Services, the CBOT Holdings transfer agent, to another account.  Please note that it may take 1 to 2 business days to complete a transfer from ComputerShare, particularly if there are numerous members requesting to do so.

Any other questions on the lifting of the third and final transfer restriction may be referred to Carrie Nardi, Administrator in Shareholder Relations, (312-347-5529).




 
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