Return Date: No return date scheduled Hearing Date: No hearing scheduled Courtroom Number: No hearing scheduled Location: No hearing scheduled FILED 12/16/2019 4:01 PM DOROTHY BROWN CIRCUIT CLERK COOK COUNTY, IL 2014ch00829 7750447 FILED DATE: 12/16/2019 4:01 PM 2014ch00829 Plaintiffs’ Appendix IN THE CIRCUIT COURT OF COOK COUNTY, ILLINOIS COUNTY DEPARTMENT, CHANCERY DIVISION SHELDON LANGER, RONALD M. ) No. 2014-CH-00829 YERMACK, LANCE R. GOLDBERG, ) ROBERT PROSI and GERALD PETROW, ) individually on behalf of themselves and all ) others similarly situated, ) ) Calendar 6 Plaintiffs, ) ) v. ) ) Hon. Celia G. Gamrath, Presiding CME GROUP, INC., a Delaware Corporation; ) THE BOARD OF TRADE OF THE CITY OF ) FILED DATE: 12/16/2019 4:01 PM 2014ch00829 CHICAGO, INC., a Delaware Corporation, ) ) Defendants. AFFIDAVIT OF NICHOLAS C. CARULLO IN SUPPORT OF PLAINTIFFS’ MOTION FOR CLASS CERTIFICATION, FOR APPOINTMENT OF CLASS REPRESENTATIVES, AND FOR APPOINTMENT OF SUSMAN GODFREY LLP AS CLASS COUNSEL I, Nicholas C. Carullo, having the requisite personal knowledge, certify under the requirements of Section 1-109 of the Illinois Code of Civil Procedure as follows: 1. I submit this Affidavit in support of Plaintiffs’ Motion for Class Certification, for Appointment of Class Representatives, and for Appointment of Susman Godfrey LLP as Class Counsel. 2. I am an attorney at the law firm of Susman Godfrey LLP, counsel to Plaintiffs in the above-captioned action. 3. Attached as Exhibit 1 is an expert declaration of Jonathan I. Arnold, Ph.D., at 1. 4. Attached as Exhibit 2 is a true and correct copy of transcript excerpts of the deposition testimony of Robert Krewer, designated as a corporate representative of Defendant CME Group, Inc. and taken on September 23, 2019, at 46. 5. Attached as Exhibit 3 is a true and correct copy of video excerpts of the deposition testimony of Robert Krewer, designated as a corporate representative of Defendant CME Group, Inc. and taken on September 23, 2019, at 56. 6. Attached as Exhibit 4 is a true and correct copy of transcript excerpts of the deposition testimony of James Oliff, taken on November 11, 2016, at 58. 7. Attached as Exhibit 5 is a true and correct copy of video excerpts of the deposition testimony of James Oliff, taken on November 11, 2016, at 69. 8. Attached as Exhibit 6 is a true and correct copy of transcript excerpts of the FILED DATE: 12/16/2019 4:01 PM 2014ch00829 deposition testimony of James McNulty, taken on November 3, 2016, at 71. 9. Attached as Exhibit 7 is a true and correct copy of video excerpts of the deposition testimony of James McNulty, taken on November 3, 2016, 83. 10. Attached as Exhibit 8 is a true and correct copy of transcript excerpts of the deposition testimony of Terrence Duffy, taken on April 25, 2019, at 85. 11. Attached as Exhibit 9 is a true and correct copy of video excerpts of the deposition testimony of Terrence Duffy, taken on April 25, 2019, at 100. 12. Attached as Exhibit 10 is a true and correct copy of transcript excerpts of the deposition testimony of Phupinder Gill, taken on July 19, 2019, at 102. 13. Attached as Exhibit 11 is a true and correct copy of video excerpts of the deposition testimony of Phupinder Gill, taken on July 19, 2019, at 114. 14. Attached as Exhibit 12 is a true and correct copy of transcript excerpts of the deposition testimony of Craig Donohue, taken on May 9, 2019, at 116. 15. Attached as Exhibit 13 is a true and correct copy of video excerpts of the deposition testimony of Craig Donohue, taken on May 9, 2019, at 140. 16. Attached as Exhibit 14 is a true and correct copy of transcript excerpts of the deposition testimony of William Shepard, taken on September 20, 2018, at 142. 17. Attached as Exhibit 15 is a true and correct copy of video excerpts of the deposition testimony of William Shepard, taken on September 20, 2018, at 151. 18. Attached as Exhibit 16 is a true and correct copy of transcript excerpts of the deposition testimony of Jason Weller, taken on September 9, 2019, at 153. 19. Attached as Exhibit 17 is a true and correct copy of video excerpts of the deposition testimony of Jason Weller, taken on September 9, 2019, at 157. FILED DATE: 12/16/2019 4:01 PM 2014ch00829 20. Attached as Exhibit 18 is a true and correct copy of transcript excerpts of the deposition testimony of Craig Mohan, designated as a corporate representative of CME Group, Inc. and taken on October 15, 2018, at 159. 21. Attached as Exhibit 19 is a true and correct copy of video excerpts of the deposition testimony of Craig Mohan, designated as a corporate representative of CME Group, Inc. and taken on October 15, 2018, at 163. 22. Attached as Exhibit 20 is a true and correct copy of transcript excerpts of the deposition testimony of Bryan Durkin, taken on August 22, 2019, at 165. 23. Attached as Exhibit 21 is a true and correct copy of video excerpts of the deposition testimony of Bryan Durkin, taken on August 22, 2019, at 176. 24. Attached as Exhibit 22 is a true and correct copy of transcript excerpts of the deposition testimony of Debra Kokal, designated as a corporate representative of CME Group, Inc. and taken on October 24, 2019, at 178. 25. Attached as Exhibit 23 is a true and correct copy of video excerpts of the deposition testimony of Debra Kokal, designated as a corporate representative of CME Group, Inc. and taken on October 24, 2019, at 186. 26. Attached as Exhibit 24 is a true and correct copy of a transcript excerpt of October 2, 2017 proceedings held in this action, at 188. 27. Attached as Exhibit 25 is a true and correct copy of the Third Amended and Restated Certificate of Incorporation of CME Group, Inc, at 192. 28. Attached as Exhibit 26 is a true and correct copy of the Amended and Restated FILED DATE: 12/16/2019 4:01 PM 2014ch00829 Certificate of Incorporation of Board of Trade of the City of Chicago, Inc, at 205. 29. Attached as Exhibit 27, at 217, is a true and correct copy of a webpage maintained by CME Group, Inc. and available at https://www.cmegroup.com/company/membership/membership-and-lease-pricing.html. 30. Attached as Exhibit 28 is a true and correct copy of the documents Bates stamped CME-LANGER-0447098, produced by Defendant CME Group, Inc. in this action, at 224. 31. Attached as Exhibit 29 is a true and correct copy of the documents Bates stamped CME-LANGER-0399106, produced by Defendant CME Group, Inc. in this action, at 226. 32. Attached as Exhibit 30 a true and correct copy of the documents Bates stamped CME-LANGER-1864594, produced by Defendant CME Group, Inc. in this action, at 228. 33. Exhibit 31 is a true and correct copy of the documents Bates stamped CME- LANGER-1864595, produced by Defendant CME Group, Inc. in this action, at 230. 34. Attached as Exhibit 32 is a true and correct copy of the documents Bates stamped CME-LANGER-0081550, produced by Defendant CME Group, Inc. in this action, at 232. 35. Attached as Exhibit 33 is a true and correct copy of a November 7, 2000 fax sent by the Internal Revenue Service to Craig Donohue regarding the federal income tax consequences of CME Group, Inc.’s proposed demutualization, at 241. 36. Attached as Exhibit 34 is a true and correct copy of the documents Bates stamped CME-LANGER-0576302, produced by Defendant CME Group, Inc. in this action, at 257. 37. Attached as Exhibit 35 is a true and correct copy of the documents Bates stamped CME-LANGER-1444298, produced by Defendant CME Group, Inc. in this action, at 262. 38. Attached as Exhibit 36 is a true and correct copy of the documents Bates stamped FILED DATE: 12/16/2019 4:01 PM 2014ch00829 CME-LANGER-1444540, produced by Defendant CME Group, Inc. in this action, 275. 39. Attached as Exhibit 37 is a true and correct copy of Deposition Exhibit 120, introduced at the October 15, 2018 deposition of Craig Mohan, at 279. 40. Attached as Exhibit 38 is a true and correct copy of the documents Bates stamped CME-LANGER-0733426, produced by Defendant CME Group, Inc. in this action, at 285. 41. Attached as Exhibit 39 is a true and correct copy of the documents Bates stamped CME-LANGER-0415335, produced by Defendant CME Group, Inc. in this action, at 317. 42. Attached as Exhibit 40 is a true and correct copy of the documents Bates stamped CME-LANGER-0896329, produced by Defendant CME Group, Inc. in this action, at 350. 43. Attached as Exhibit 41 is a true and correct copy of the documents Bates stamped CME-LANGER-0896330, produced by Defendant CME Group, Inc. in this action, at 352. 44. Attached as Exhibit 42 is a true and correct copy of the documents Bates stamped CME-LANGER0749744 and its parent email, both produced by Defendant CME Group, Inc. in this action, at 356. 45. Attached as Exhibit 43 is a true and correct copy of the documents Bates stamped CME-LANGER-0415302, produced by Defendant CME Group, Inc. in this action, at 388. 46. Attached as Exhibit 44 is a true and correct copy of the documents Bates stamped CME-LANGER-0415303, produced by Defendant CME Group, Inc. in this action, at 390. 47. Attached as Exhibit 45 is a true and correct copy of the documents Bates stamped CME-LANGER-0759513, produced by Defendant CME Group, Inc.