50% Uses in Power to Call Stockholder Meetings Clause

Power to Call Stockholder Meetings from Certificate of Incorporation

IntercontinentalExchange Group, Inc. (the Corporation), a corporation organized and existing under the Delaware General Corporation Law, as amended from time to time (the DGCL), hereby certifies as follows:

Power to Call Stockholder Meetings. Special meetings of stockholders of the Corporation may be called at any time by, but only by, (1) the Board of Directors acting pursuant to a resolution adopted by a majority of the Board of Directors then in office, (2) the Chairman of the Board of Directors, (3) the Chief Executive Officer of the Corporation or (4) request of holders of Common Stock representing in the aggregate at least 50% of the shares of Common Stock outstanding at such time that would be entitled to vote at the meeting as determined under Section A.1 of ARTICLE V, in each case, to be held at such date, time and place, if any, either within or without the State of Delaware as may be stated in the notice of the meeting.