STOCKHOLDER INFORMATION PAGE
On February 9, 2005, the demutualization plan of the Chicago Stock
Exchange ("CHX" or the "Exchange") received
approval from the Securities and Exchange Commission ("SEC").
The CHX now operates as a direct and wholly-owned subsidiary of
CHX Holdings, Inc. ("CHX Holdings"), a Delaware corporation.
On the effective date of the demutualization, each member of the
Exchange received 1,000 shares of the common stock of CHX Holdings
for each membership that the member owned.
Under its certificate of incorporation, the authorized capital
stock of
CHX Holdings consists of 750,000 shares of common stock, $.01 par
value per share, and 25,000 shares of preferred stock, par value
$.01 per share. 450,000 shares of the authorized CHX Holdings common
stock were issued and outstanding immediately following the demutualization
transaction.
Transfer Process for CHX Holdings Common Stock
All transfer requests must be mailed or hand delivered directly
to:
CHX Holdings, Inc.
Attn: Office of the Secretary
440 S. LaSalle Street
Suite 3200
Chicago, IL 60605
Requests for transfer must include a completed Stock
Transfer Form
The transfer process is set forth in greater detail in Stockholder
Notice 2005-01 "Stock Transfer Procedures."
CHX HOLDINGS' COMMON STOCK IS SUBJECT TO LIMITATIONS ON
TRANSFER, OWNERSHIP AND VOTING. THESE LIMITATIONS INCLUDE THE FOLLOWING:
1. CHX HOLDINGS COMMON STOCK HAS NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE TRANSFERRED WITHOUT
REGISTRATION UNDER SUCH ACT OR PURSUANT TO AN EXEMPTION THEREFROM.
CHX HOLDINGS MAY REQUIRE AN OPINION OF COUNSEL REASONABLY SATISFACTORY
TO CHX HOLDINGS THAT SUCH AN EXEMPTION IS AVAILABLE. PLEASE SEE
ARTICLE IX, SECTION 3 OF THE CHX HOLDINGS BYLAWS.
2. NO PERSON, EITHER ALONE OR TOGETHER WITH ITS RELATED PERSONS
MAY (A) OWN, DIRECTLY OR INDIRECTLY, OF RECORD OR BENEFICIALLY,
SHARES CONSTITUTING MORE THAN FORTY PERCENT (40%) (OR TWENTY PERCENT
(20%) IF SUCH PERSON HOLDS A TRADING PERMIT OF THE CHICAGO STOCK
EXCHANGE, INC.) OF ANY
CLASS OF CAPITAL STOCK OF THE CORPORATION, OR (B) DIRECTLY, INDIRECTLY
OR PURSUANT TO A VOTING TRUST, AGREEMENT, PLAN OR OTHER ARRANGEMENT,
VOTE OR CAUSE THE VOTING OF SHARES OF CAPITAL STOCK OF THE CORPORATION
REPRESENTING MORE THAN TWENTY PERCENT (20%) OF THE VOTING POWER
THEN
ISSUED AND OUTSTANDING OR GIVE ANY CONSENT TO OR PROXY WITH RESPECT
THERETO, NOR MAY ANY PERSON ENTER INTO ANY SUCH ARRANGEMENT THAT
WOULD ENABLE ANY PERSON TO VOTE OR CAUSE THE VOTING OF MORE THAN
TWENTY PERCENT (20%) OF SUCH VOTING POWER. FOR MORE INFORMATION,
INCLUDING INFORMATION REGARDING ANY REPORTING AND NOTICE OBLIGATIONS
WITH RESPECT TO THESE RESTRICTIONS, PLEASE SEE THE TEXT OF ARTICLE
FIFTH OF THE CORPORATION'S RESTATED CERTIFICATE OF INCORPORATION,
EFFECTIVE AS OF FEBRUARY 9, 2005.
3. NO STOCKHOLDER MAY TRANSFER COMMON STOCK EXCEPT IN BLOCKS OF
1000 SHARES PER TRANSFER. PLEASE SEE ARTICLE IX, SECTION 2 OF THE
CHX HOLDINGS' BYLAWS.
4. NO STOCKHOLDER MAY TRANSFER COMMON STOCK UNTIL ALL AMOUNTS DUE
AND OWING BY SUCH STOCKHOLDER TO THE CHICAGO STOCK EXCHANGE, INC.
HAVE BEEN PAID IN FULL. PLEASE SEE ARTICLE IX, SECTION 3 OF THE
CHX HOLDINGS' BYLAWS.
COPIES OF THE CHX HOLDINGS’ CERTIFICATE OF INCORPORATION
AND BYLAWS, WHICH FURTHER DETAIL THESE LIMITATIONS, ARE AVAILABLE
WITHOUT CHARGE UPON WRITTEN REQUEST TO CHX HOLDINGS.
Access to Indications of Trading Interest
Persons who wish to express Indications of Interest, or to inquire
regarding presently outstanding Indications of Interest, must contact
the Office of the Secretary, CHX Holdings. Prior to being given
access to any information related to existing Indications of Interest,
the person must complete and submit the following:
• Existing CHX Holdings Stockholder: Submit signed Access
Agreement – Indications of Interest only.
• Non-CHX Holdings Stockholder: Submit signed Application
for Access to Indications of Interest AND Access
Agreement – Indications of Interest.
A person who has submitted the above materials may access information
relating to Indications of Interest, and may also submit an Indication
of Interest if such person submits the following:
• Indication of Interest
Submission/Withdrawal Form
CHX Holdings reserves the right to reject or cancel an Indication
of
Interest, or to reject an Application for Access to Indications
of
Interest, at any time. Indications of Interest will be posted by
CHX
Holdings on its Indication of Interest Board, also known as the
"I-Board."
The Indication of Interest process, and the terms, conditions,
disclaimers and limitations associated with the I-Board, are detailed
in Stockholder
Notice 2005-02 "Indication of Interest Procedures."
Bylaws and
Certificate of Incorporation
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