BM&FBOVESPAir.bmfbovespa.com.br/enu/2146/BVMFPresentationJuly2014.pdf · Pedro Parente (Chairman)...

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1 BM&FBOVESPA Investor Relations Department July 2014

Transcript of BM&FBOVESPAir.bmfbovespa.com.br/enu/2146/BVMFPresentationJuly2014.pdf · Pedro Parente (Chairman)...

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BM&FBOVESPA Investor Relations Department

July 2014

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Forward Looking Statements

This presentation may contain certain statements that express the management’s expectations, beliefs and assumptions about future events or results. Such statements are not historical fact, being based on currently available competitive, financial and economic data, and on current projections about the industries BM&FBOVESPA works in. The verbs “anticipate,” “believe,” “estimate,” “expect,” “forecast,” “plan,” “predict,” “project,” “target” and other similar verbs are intended to identify these forward-looking statements, which involve risks and uncertainties that could cause actual results to differ materially from those projected in this presentation and do not guarantee any future BM&FBOVESPA performance. The factors that might affect performance include, but are not limited to: (i) market acceptance of BM&FBOVESPA services; (ii) volatility related to (a) the Brazilian economy and securities markets and (b) the highly-competitive industries BM&FBOVESPA operates in; (iii) changes in (a) domestic and foreign legislation and taxation and (b) government policies related to the financial and securities markets; (iv) increasing competition from new entrants to the Brazilian markets; (v) ability to keep up with rapid changes in technological environment, including the implementation of enhanced functionality demanded by BM&FBOVESPA customers; (vi) ability to maintain an ongoing process for introducing competitive new products and services, while maintaining the competitiveness of existing ones; (vii) ability to attract new customers in domestic and foreign jurisdictions; (viii) ability to expand the offer of BM&FBOVESPA products in foreign jurisdictions. All forward-looking statements in this presentation are based on information and data available as of the date they were made, and BM&FBOVESPA undertakes no obligation to update them in light of new information or future development. This presentation does not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities where such offer or sale would be unlawful prior to registration or qualification under the securities law. No offering shall be made except by means of a prospectus meeting the requirements of the Brazilian Securities Commission CVM Instruction 400 of 2003, as amended.

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HISTORY, BUSINESS MODEL AND CORPORATE GOVERNANCE

BRAZILIAN MARKET OPPORTUNITIES

MAIN GROWTH INITIATIVES

OPERATIONAL PERFORMANCE

FINANCIAL HIGHLIGHTS

APPENDIX (includes results for 1Q13)

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HISTORY, BUSINESS MODEL AND CORPORATE GOVERNANCE

Safety, resilience and transparency

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1890: Foundation of Bolsa

Livre (BOVESPA's predecessor)

1986: Start of BM&F

activities

Aug 2007: BOVESPA Hld

demutualization

Sep 2007: BM&F demutualization

Oct 2007: BOVESPA Hld IPO (BOVH3)

Nov 2007: BM&F IPO (BMEF3)

May 2008: integration between BM&F and

BOVESPA Hld and creation of BM&FBOVESPA (BVMF3)

1967: BOVESPA’s

Mutualization

MARKET CAPITALIZATION (US$ billion) AND OPERATING MARGIN (%)

•¹12M to Jun. 28, 2013; ²12M to Mar 31, 2013. Source: Bloomberg (June 30,2014).

History of BM&FBOVESPA Important global exchange

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PRE-TRADING TRADING POST-TRADE

Access Trade Allocation Transfer

Clearing/risk analysis

Position/ Collateral

Depository Auxiliary Services

VALUE CHAIN

Vertically integrated

Trading Platform: equities, derivatives, government and

corporate bonds, funds, spot FX, among others

Post-Trade Platform:

Central Counterparty (CCP) : An entity that interposes itself

between operations or contracts, becoming the guarantor of all

business

Settlement System (SSS): system that allows the transfer of

securities or assets from investors, in which the transfer may be

free or against payment

Central Depository (CSD): performs centralized asset custody and

treatment of corporate actions (dividends, stock splits, etc.)

Services for issuers and brokers

Listing (stocks, funds, corporate bonds, securitization, among other)

Trading access (brokers)

Securities Lending

Custody for clubs and foreign investors (2.689 account)

Market Data (vendors)

Indices Licensing

Software Licensing

OTC (derivatives and fixed income)

Commodities certification

Vertical model as a differential Value gained across most of the chain

Settlement Risk Analysis

(DMA) Risk Analysis

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DTCC

BRAZIL (Internalization of orders is forbidden)

US (Internalization of orders is allowed)

Post trade CCP SSS CSD

Trading

Brokers

A and B

Investors Investors

Brokers A and B

Investors Investors

Broker

A

Broker

B

Model 100% vertical: clearing, settlement and central depository at the final beneficial

owner level

Brokers settle positions and control their clients’ portfolios through BM&FBOVESPA’s

infrastructure (impact on post-trade fees)

Clearing, settlement and custody occur at the brokerage houses

Each prime broker has its own structure to control its customers’ portfolios and settle

positions (impact on the prime broker’s costs)

Trading Venues

Vertical model as a differential BM&FBOVESPA present at all post-trade stages

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Brokerage houses & investors

Trading

Post-Trade

Regulations prohibit internalization of orders, dark pools and ATS/MTFs and simultaneous exchange/OTC equities trading

Settlement and clearing of equities trading must be done through a CCP

Settlement and clearing at the final beneficial owner level make the Brazilian market safer and more resilient

Under the prevailing regulations, potential competitors must provide an integrated solution with the same status regarding rules and transparency

In Brazil the final investor pays the exchange: compared to other markets we have a competitive all-in-cost, as BM&FBOVESPA provides more services than other exchanges

Naked access is not allowed

Naked short selling is not possible

Brazilian market regulatory framework Resilience and safety as priorities

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EXECUTIVE OFFICERS BOARD OF DIRECTORS

COMMITTEES

Edemir Pinto CEO

Luis Furtado CIO

Cícero Vieira COO

Daniel Sonder CFO

Eduardo Guardia Chief Product / IRO

Audit Committee

Risk Committee

Nominations and Corporate Governance Committee

Compensation Committee

Corporate Governance Multidisciplinary knowledge in conducting business

Charles Carey Independent Director, Director of CME Group

José Roberto Mendonça de Barros Independent Director, economist and professor

Pedro Parente (Chairman) Independent Director, CEO of Bunge Brasil

Marcelo Trindade (Vice Chairman) Independent Director, lawyer

Claudio Haddad Independent Director, engineer and professor

André Esteves Non Executive Director, CEO of BTG Pactual

Alfredo Antônio Lima de Menezes Non Executive Director, Executive Officer of Bradesco

Luiz Fernando Figueiredo Independent Director, Co-Founder of Mauá Investments

Luiz Nelson Guedes De Carvalho Independent Director, professor

Daniel Luiz Gleizer Non Executive Director, Director of Itaú Unibanco

José Berenguer Neto Non Executive Director, CEO of JP Morgan Brazil

Advisory Committee For The Securities Intermediation Industry

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AGM - Mar. 24, 2014

Number of individual shareholders 51,924

Number of institutional shareholders 3,245

Total number of shareholders 55,169

Free float (ON)¹ 1,852,153,920 (97.5%)

Ownership structure Widely-held shareholder base

¹ Updated on March 11, 2014

10.44%

6.84%

5.32%

3.15%

5.02%

69.23%

Funds managed by OppenheimerFunds, Inc.

Funds managed by Vontobel Asset Management Inc.

CMEG Brasil I Participações Ltda.

Funds managed by BlackRock Inc.

Treasury stock

Other

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BM&FBOVESPA’s Sustainability Policy Approved by the Board of Director

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BRAZILIAN MARKET OPPORTUNITIES Main growth drivers

Opportunities in the Brazilian market BM&FBOVESPA is ready to capture future growth

Growth opportunities in the Brazilian equities and derivatives markets

EQUITIES MARKET

Portfolio diversification: diversification of institutional investors’ portfolios with a higher participation of equities

Retail investors: small number of retail investors and growth of the middle class

Listed companies: low number of listed companies, while important sectors are not adequately represented on the exchange

DERIVATIVES MARKET

Growth of credit and fixed-rate government debt: higher demand for hedging from financial institutions and institutional investors

Growth of foreign trade: higher demand for hedging through FX contracts

Equities market development: growth in demand for index-based contracts

OTC derivatives: capital requirements (Basel) should benefit OTC transactions through a CCP

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Capital Market Great opportunities in the equities and derivatives segments

Funds’ AUM evolution (in BRL billion). Global average of 40% for equities

LISTED COMPANIES

Source : BM&FBOVESPA, ANBIMA , WFE (Dec-13) and ABRAPP. *Updated to Sep/13

INVESTMENT FUNDS¹ NUMBER OF CUSTODY ACCOUNTS (thousand)

PENSION FUNDS¹

Number of retail investors represents only 0.3% of the population (lower than global average)

Lower number of listed companies in comparison with other countries

Participation of equities in the portfolio of pension funds

*

¹ May have a partial overlap between investment funds and pension funds portfolios.

6,973

5,008 4,132 3,886

3,245

2,055 1,813

363

India USA China/HK Canada Spain Australia Korea Brazil

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MAIN GROWTH INITIATIVES Investments, new products and focus on the

customer

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Update of strategic projects

*IPN/CORE implementation requires the authorization of the regulators.

PUMA Trading System™ - Multi-Asset Trading Platform A high-performance, high-speed and high-capacity electronic trading platform RTT (Round Trip Time) of less than one millisecond Derivatives and FX module: implemented in Oct/11 Equities module: implemented in Apr/13

Clearinghouses integration The integration of BM&FBOVESPA’s clearinghouses will enhance the Company’s competitive position Development of the new risk architecture (CloseOut Risk Evaluation - CORE)* will increase allocation

efficiency for clients Final tests for derivatives scheduled for Jul/14

iBalcão – OTC Registration Platform Registration of OTC derivatives and fixed income securities (CDB, LCA, LCI, COE)

Initiatives for Small and Medium Enterprises (SMEs) Establishment of the Technical Committee for Smaller Offerings composed of private sector and

government agencies Developing proposals to facilitate capital raising through issuance of shares (incentives to SMEs, investors

and intermediaries) Project was presented to the Ministry of Finance in Jul/13

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BM&FBOVESPA IT Developments Building a world-class IT platform

Increasing competitive differentiation for derivative and cash equity markets

LATENCY

BM&F Segment (derivatives) BOVESPA Segment (equities)

70

2520

10-15~1 ~1 <1

2007 2008 2009 2010 2011 2012 2013

450

300

20 10-15 10-15 10-15 <1

2007 2008 2009 2010 2011 2012 2013

Core of the system (average latency milliseconds) Core of the system (average latency milliseconds) Latency has been

dramatically reduced

Standard deviation of latency has been

reduced by more than 200

MACRO VIEW: PERFORMANCE OF CO-LOCATION

Co-location

Participant

Infrastructure of PUMA Trading System

Gateway +

LiNe Matching Engines

~300 µs ~500 µs ~200 µs

~1000 µs

Network Infra¹

Networks built for the development and deployment of PUMA platform

Gateway² + LiNe

Pre-trade risk control (LiNe) represents about 60% of Gateway + LiNe latency

Matching Engines³

Meet all auction rules and bands/fluctuation limits set out in regulations (100% of orders)

Network

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Clearinghouses’ Integration Further differentiation in BM&FBOVESPA post-trade

Equities and corporate debt (BRL 80.3 bn*)

Equities, ETFs and corporate fixed income cash market

Equity and indices derivatives (options and forward)

Securities lending

Derivatives (BRL 127.4 bn*)

Financial and

commodities derivatives (futures, options and forwards)

OTC derivatives

FX (BRL 5.9 bn*)

FX spot market

(US$ vs. BRL )

Securities (BRL 0.8 bn*)

Cash market and

forward market for government bonds

INTEGRATED CLEARINGHOUSE** =

Capital efficiency

* Aggregate of pledged collateral at our clearinghouses totaled BRL 214.4 billion in Dec 31, 2013. **IPN/CORE implementation requires the authorization of the regulators.

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Product and Market Development Listed products

LISTED PRODUCTS

ETFs (exchange traded funds): Equities, fixed income, international and real estate funds

Market maker: Cash equities, options, commodities, futures

Ibovespa: Methodology review

SMEs (small and medium enterprises): Bovespa Mais

Incentive programs: Retail investors

Selic derivatives: Selic futures (OC1), FX spread (DCO), FX swap (SCS)

Options on single stocks: New fee policy for HFTs/day traders

Futures Contracts: Ethanol

BDRs: Adding new BDRs programs

Securities Lending: BTC platform

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Product and Market Development iBalcão evolution

CDB (Certificados de Depósito Bancário, or time deposits): recently launched in Mar-14 (“CDB escalonado” under development)

LCI (Letra de Crédito Imobiliário, or Real Estate Credit Bill): deployed for 100% of the market in Mar-14

COE (Certificados de Operações Estruturadas, or Structured Notes ): 53 structures

LCA (Letras de Crédito do Agronegócio, or Agribusiness Credit Bill): registration admitted to 100% of the market

LF (letras financeiras, or financial bills): under development

NDF (Non-Deliverable Forward): deployed in Jul-13

Flexible options on single stocks

Swaps

FIXED INCOME DERIVATIVES

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Securities Lending Real Estate Funds (FIIs) Options with Market Maker

(Open Interest - average for the period - in BRL billion)

Initiatives to develop and prompt higher volume in certain products

Performance shows that the initiatives are being well received by the market

ETFs Brazilian Treasury Direct - Tesouro Direto Agribusiness Credit Bills

(ADTV in BRL million)

+35.9%

(ADTV in BRL million)

(ADTV in BRL million) (Custody – in BRL billion)

High growth products Growing sophistication of market participants

CAGR(09-14): + 87.9% CAGR (10-14): +13.7%

CAGR (10-14): +33.7% CAGR (10-14): +30.8%

*Updated to June 30,2014. **Updated to June 30, 2014

(AUM – in BRL billion)

*

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OPERATIONAL PERFORMANCE

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BOVESPA Segment Operational highlights

*Updated to June 30, 2014. **Ratio of cash market trading volume to the market cap of the exchange.

AVERAGE DAILY TRADING VOLUME – ADTV (BRL billion)*

AVERAGE ANNUAL MARKET CAP (BRL trillion) TURNOVER VELOCITY** (12 months average*)

*

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Trading in ADRs of Brazilian companies Liquidity migration process interrupted

June´14

Source: Bloomberg (in USD traded value of 35 companies with ADRs programs )

Sarbanes-Oxley Act (Jul. 2002)

Novo Mercado Launch

(Dec. 2000)

PUBLIC OFFERINGS IN NUMBER OF COMPANIES

End of IOF Tax (2%) for foreign investors

(Dec. 2011)

End of CPMF (Financial

Transaction Tax)

36.6%

27.6%

9.6%

26.2%

35.8%

64.2%

2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 Total

IPOs - 1 - 7 9 26 64 4 6 11 11 3 10 0 152

Follow ons 14 5 8 8 10 16 12 8 18 11 11 9 7 1 138

Total 14 6 8 15 19 42 76 12 24 22 22 12 17 1 290

Dual Listings - - - 2 1 1 - - 1 - - - - - 5

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2006 2007 2008 2009 2010 2011 2012 2013 2014* M-13 J-13 J-13 A-13 S-13 O-13 N-13 D-13 J-14 F-14 M-14 A-14 M-14 J-14

Interest rates in BRL 0.906 0.950 1.141 0.979 0.889 0.918 1.004 1.046 1.087 0.843 1.099 1.067 1.112 1.222 1.203 1.115 1.087 1.049 0.980 1.105 1.185 1.211 1.168

FX rates 2.244 1.859 2.065 2.161 1.928 1.894 2.205 2.535 2.606 2.347 2.590 2.691 2.731 2.720 2.624 2.611 2.606 2.629 2.633 2.616 2.555 2.594 2.659

Stock Indices 1.419 1.501 2.145 1.620 1.564 1.614 1.524 1.761 1.761 1.408 1.867 1.590 1.938 1.656 1.816 1.664 1.761 1.695 1.958 1.597 1.834 1.601 2.095

Interest rates in USD 1.094 0.965 1.283 1.357 1.142 0.941 1.015 1.231 1.368 0.928 1.280 1.370 1.309 1.412 1.246 1.359 1.368 1.325 1.414 1.553 1.275 1.300 1.332

Commodities 4.749 3.195 3.587 2.307 2.168 2.029 2.239 2.534 2.528 2.550 2.595 2.632 2.385 2.766 2.613 2.430 2.528 2.401 2.199 2.683 2.587 2.883 2.223

Mini contracts 0.034 0.054 0.162 0.176 0.128 0.129 0.116 0.119 0.120 0.116 0.119 0.114 0.117 0.126 0.120 0.120 0.120 0.122 0.123 0.119 0.118 0.120 0.123

OTC 1.571 2.111 2.355 1.655 1.610 1.635 1.769 1.409 1.377 1.428 1.418 1.839 1.160 1.477 1.118 1.266 1.377 1.077 1.069 1.155 1.501 2.679 3.027

Total RPC 1.247 1.224 1.527 1.365 1.134 1.106 1.191 1.282 1.344 1.020 1.361 1.320 1.397 1.511 1.418 1.367 1.344 1.294 1.261 1.393 1.411 1.406 1.431

BM&F Segment Operational highlights

AVERAGE DAILY TRADED VOLUME – ADV (thousands of contracts)

REVENUE PER CONTRACT - RPC (BRL)

*Updated to June 30, 2014.

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Investor participation in volumes Equities and derivatives segments

BM&F SEGMENT (DERIVATIVES)

BOVESPA SEGMENT (EQUITIES)

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FINANCIAL HIGHLIGHTS Cost discipline and capital return to shareholders

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Income Statement History

SUMMARY OF INCOME STATEMENT (CONSOLIDATED)

(in BRL thousand) 2009 2010 2011 2012 2013

Net revenue 1,510,569 1,898,742 1,904,684 2,064,750 2,131,795

Expenses (569,832) (633,504) (816,664) (763,080) (797,160)

Adjusted expenses (446,677) (543,881) (584,521) (563,487) (575,764)

Operating income 940,737 1,265,238 1,088,020 1,301,670 1,334,635

Operating margin 62.3% 66.6% 57.1% 63.0% 62.6%

Equity method result - 38,238 219,461 149,270 171,365

Financial result 245,837 289,039 280,729 208,851 181,535

Income before taxation of profit 1,186,574 1,592,515 1,588,210 1,659,791 1,687,535

Income tax and social contribution (304,505) (448,029) (539,681) (585,535) (606,588)

Net income* 881,050 1,144,561 1,047,999 1,074,290 1,081,516

Adjusted net income 1,223,761 1,586,374 1,545,627 1,612,136 1,609,769

Adjusted EPS (BRL ) 0.6104 0.7929 0.7932 0.8351 0.8389

*Attributable to shareholders of BM&FBOVESPA.

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REVENUE BREAKDOWN (1Q14)

Revenue and Expense breakdowns Diversified revenue sources as a differential, costs under control

EXPENSE BREAKDOWN (1Q14)

46%

15%

16%

5%1%

17%

Personnel

Data processing

Deprec. and Amortization

Third Party Services

Marketing

Others

5.5%

29.8%

3.6%40.6%

20.6%

Cash Equities (Trade)

Cash Equities (Post-Trade)

Equities Derivatives(Trade and post-trade)

Financial and Commodities Derivatives(Trade and post-trade)

Other

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Adjusted expenses increase below inflation • Focus on expenses control offset most of the inflationary adjustments over the past years

¹ Considers the mid-point of 2014 budget; ² IPCA in 2014 based on market expectations released by the Central Bank in Dec. 13, 2013;

2013e vs 2012: 2.18%¹

IPCA 2013e: 5.91%²

2014e vs. 2013e: 5.08%¹

IPCA 2014e: 5.95%²

CAGR 2010-14e: 2.7%¹

IPCA 2010-14e: 6.0%²

Adjusted Opex* Budget Focus on cost control

* Adjusted to Company´s depreciation, stock options plan, tax on dividends from the CME Group and provisions.

Opex- millions R$

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Review of the 2014 Capex budget • Impacted by some projects that were revisited and FX rate

Review of 2014 budget: to R$230 – 260 million from R$170 – 200 million

• FX rate exposure of ~25%

• Update of the clearinghouses integration project

• Deepening initiatives (securities lending, market makers, pre-trade risk controls, among others)

Capex is expected to decline from 2015

• 2015e: R$190 – 220 million

Capex Budget Investments phase

Capex- millions R$

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1,511

941

1,224

1,899

1,265

1,586 1,905

1,088

1,546

2,065

1,302

1,612

2,132

1,335 1,610

Net Revenues Operating Income Adjusted Net Income

2009 2010 2011 2012 2013

(in BRL million)

(in BRL)

GROWTH IN ADJUSTED EARNINGS PER SHARE

GROWTH IN REVENUES AND RESULTS

Growth Path Growth in business and results

0.61

0.79 0.79 0.84 0.84

2009 2010 2011 2012 2013

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Sound financial position - an important factor for the Company, given its role as CCP, guaranteeing the settlement of trades executed by global

and Brazilian investors

Standard & Poor´s BBB+ (counterparty credit rating) A-2 (issuer) Moody´s A3 (global scale issuer) A3 (Brazilian local currency issuer) Baa1 (global notes)

R$ million Dec/10 Dec/11 Dec/12 Dec/13

Available funds 1,677 1,582 1,964 1,921

Indebtedness 1,043 1,172 1,279 1,469

R$ million

CASH POSITION SOUND FINANCIAL POSITION

*Includes collateral pledged by participants in the form of cash, receivables and rights in securities under custody, as well as payouts still undisbursed. **Includes third party collateral and restricted funds at BM&FBOVESPA Settlement Bank (Banco BM&FBOVESPA).

Financial Soundness High liquidity and low indebtedness

993

1,551

1,191

2,134

496

380

346

359

269

270

350

457

1,677

1,582

1,964

1,921

3,435

3,782

3,851

4,871

4Q10

4Q11

4Q12

4Q13

Market participants´ cash collateral and others*

Restricted funds

Subsidiaries**

Available funds

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APPENDIX

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PUBLIC OFFERINGS (BRL billion)

PIPELINE: OFFERINGS ANNOUNCED SO FAR TO THE MARKET

Updated to May 30, 2014

BOVESPA Segment Raising Capital

There are 2 offerings in the pipeline

Follow-ons: JBS and Sanepar.

Additionally, there are 3 Real Estate Funds filed with CVM: estimated value of R$ 2.6 billion

* Excludes the portion acquired by the Brazilian government in the Petrobras offering, via the transfer of rights in barrels (BRL 74.8 billion).

4.3 8.5 15.1 14.5 26.8 22.2

63.2

10.8 9.3 6.1 14.0 4.5 5.4 15.4

55.6 7.5 23.8

11.2

7.2 3.917.3 -

8.8 13.9

30.4

70.1

34.3 46.0

74.4

18.0 13.223.4

14.0

2004 2005 2006 2007 2008 2009 2010* 2011 2012 2013 2014

Follow-On

IPO

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BOVESPA Segment Foreign investment flow

MONTHLY NET FLOW OF FOREGIN INVESTMENTS (in BRL billons)

Includes public offering (primary market) and regular trades (secondary market).

*Updated to June 30, 2014.

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CLEARINGHOUSES’ ACTIVITIES

Law 10.214 of Mar. 27, 2001

Clearinghouses considered systemically important by the BCB should ensure settlement (i.e., act as CCPs)

BCB Resolution 2.882 of Aug. 30, 2001

Clearinghouses shall guarantee, at least, settlement of the highest net amount owed

Access criteria must be public and allow wide participation

Circular BCB 3.057 of Aug. 31, 2001

Rules, manuals and safeguard mechanisms must be approved by BCB

Maintenance of a secondary data center and contingency procedures

Supervision by BCB

CVM Instruction 441 of Nov. 10, 2006

Securities lending with guaranteed settlement - final beneficiary model

STOCK EXCHANGE ACTIVITY

CVM Instruction 461 of Oct. 23, 2007

Regulates the security markets and decides on the formation, organization, operation and dissolution of stock exchanges, futures and commodities exchanges and OTC markets

Establishes the organization and minimal corporate governance structure of organized market management bodies

Establishes self-regulation activities of the in the organized market management bodies

Regulatory Framework

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Audit Market

supervision

Analysis and

strategy Legal dept.

Self –regulation Officer

Supervision Board (12 members*)

Strategic Committee

• Atribuições da BSM estabelecidas na Instrução CVM 461/2007:

Monitor and supervise transactions in the organized markets

Determine deficient compliance with the rules and norms

Monitor the activities of the Stock Exchange

Initiate and prosecute disciplinary administrative legal proceedings

Apply penalities

Main activities of BSM Organizational chart

Monitor 100% of the participants’ transactions

Assess 100% of intermediaries

Enforcement

Education

BSM duties established in CVM Instruction 461/2007

BSM is is a not-for-profit association organized as a self-regulatory and market surveillance organization, responsible for regulatory and oversight activities relative to the markets we operate.

* 9 independent

BM&FBOVESPA Market Supervision (BSM) Self-Regulation Entity

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1Q14 RESULTS

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Total revenue: R$546.1 MM -5.9%

BM&F seg.: R$226.4 MM, +2.1%

Bovespa seg.: R$219.7 MM, -14.2%

Net revenue: R$489.7 MM, -6.0%

Adjusted expenses¹: R$136.5 MM, +10.1%

Operating income: R$303.4 MM, -12.9%

EBITDA²: R$383.1 MM, -7.1% (EBITDA margin 78.2%)

Financial Income: R$48.0 MM, +29.3%

Adjusted net income³: R$375.3 MM, -4.9%

Adjusted EPS: R$0.203, -0.7%

Payout: R$204.9 MM in 1Q14, R$0.111 per share (80% of GAAP net income)

Share buyback

In 2014: +2.9% of the outstanding shares bought back

Jan´14: 37.0 MM shares: (60 MM program fully concluded)

Feb – Apr´14: 17.3 MM shares (up to 100 MM program until Dec´14)

More than 12.4% of the outstanding shares bought back since 2008

MARKET DEVELOPMENT HIGHLIGHTS

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1Q14 vs. 1Q13 Highlights Intensive execution of the buyback program drove EPS to stability

FINANCIAL HIGHLIGHTS RETURNING CAPITAL TO SHAREHOLDERS

1 Excludes stock options plan cost, depreciation, provisions and tax on dividends from CME Group. 2 According to CVM Rule 527/12 that does not exclude equity method accounting.

³ Excludes deferred liability recognized in correlation with temporary differences from amortization of goodwill for tax purposes, stock options plan cost, investment in associate (CME Group) accounted under the equity method of accounting, net of taxes related to dividends and taxes paid overseas to be compensated.

New products: ETFs on international indexes (S&P 500)

Securities lending: disclosure of daily prices to increase transparency and attract new players

Ibovespa Index: new methodology implemented in May´14

PRODUCTS HIGHLIGHTS

Tesouro Direto: new records in both assets under custody (R$10.7 billion and +9.0%) and number of investors (107 thousand and +20.1%)

LCA (agribusiness credit bills): R$94.0 billion in financial value registered (+124.4%)

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1Q14 vs. 1Q13: - 14.1%

10.1% decrease in average market capitalization

Slightly lower turnover velocity year-over-year further contributed to volumes reduction

1Q14 vs. 1Q13: -5.6%

Higher participation of cash market in the overall ADTV

Higher participation of investors that benefit from discounts by volumes (day traders)

Changes in the fee policy: lowered fees for foreign and retail investors (Apr’13); discounts by volumes were extended to day traders (Dec’13)

TRADING MARGINS (in basis point - bps)

Market 1Q14 1Q13

Cash market 5.068 5.352

Derivatives on single stocks 13.737 13.141

Forward 14.121 13.196

Options 12.998 12.999

Total BOVESPA 5.389 5.706

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AVERAGE DAILY TRADING VALUE (ADTV)

BOVESPA Segment Performance Volumes impacted by weak market performance

AVERAGE MARKET CAP. AND TURNOVER VELOCITY

42

1Q14 vs. 1Q13:

ADV: 2.8 million contracts: -6.6%

-18.0% ADV of Interest Rates in BRL contracts

+7.9% ADV of FX contracts and +46.3% ADV of Interest Rates in USD contracts

RPC: +8.0% (mix effect and FX rate appreciation)

Interest Rates in BRL contracts: lower participation in overall volume

FX and Interest Rates in USD contracts (+13.4% and +28.4%, respectively): FX rate appreciation (USD/R$)

42

AVERAGE DAILY VOLUME (ADV) AND AVERAGE REVENUE PER CONTRACT (RPC)

BM&F Segment Performance Higher RPC offsets volumes fall

INTEREST RATES IN BRL - ADV BY MATURITY

(in millions of contracts)

(in millions of contracts)

REVENUE PER CONTRACT AND FX RATE (in R$)

~45% of derivatives revenue was priced in USD in 1Q14

*Average FX rate (R$/US$) in the quarter, considering the closing price for each month.

Contracts with revenues referred in USD represented ~26% of derivatives ADV 1Q14

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40.6%: Financial/Commodity Derivatives¹

35.3%: Cash Market

5.5%: Trading

29.8%: Post-Trade

3.6%: Stock and Indices Derivatives¹

Total Revenue R$546.1 million

3.8%: Securities Lending

3.4%: Depository, Custody and Back-Office

3.3%: Vendors

2.2%: Listing

1.8%: Trading Access

20.6%: Other Revenue

43

1Q14 Revenue Breakdown Diversified revenue sources as a differential

REVENUE BREAKDOWN

CASH MARKET TRADING REVENUE ACCOUNTED FOR 5.5% OF TOTAL

DERIVATIVES REVENUE (BM&F + BOVESPA) ACCOUNTED FOR

44.2% OF THE TOTAL

19.9%: Brazilian Real interest rates contracts

15.2%: FX Contracts

3.1%: USD interest rates contracts

2.4%: Other Financial/Commodity Derivatives

2Trading and Post-trade

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Expenses: R$186.3 million

ADJUSTED EXPENSES (1Q14 vs. 1Q13): +10.1%

Data processing: +20.8%, due to inflationary adjustments of IT maintenance contracts and higher services and maintenance expenses for software and hardware that support recently-deployed IT platforms

Adjusted Personnel: +6.8%, basically due to the effects of annual union bargain in Aug’13

1Q14 within the 2014 adjusted expenses budget (R$595MM – R$615MM), which indicates growth

in line with inflation

44

1Q14 Expenses Breakdown Focus on cost control and operational efficiency

ADJUSTED EXPENSES TOTAL EXPENSES BREAKDOWN

(in R$ millions)

*Include expenses with maintenance in general, taxes adjusted by the dividends from CME Group, board and committee members compensation and others.

45

In 1Q14, investments amounted R$64.5 million (execution more linearly distributed during last few quarter)

Capex budget ranges:

2014: between R$230 – 260 million

2015: between R$190 – 220 million

Payout

R$204.9 million in dividends (80% of the GAAP net income): payment on May 30, 2014; shareholders’ position of May 19, 2014

Share Buyback

Previous program (60 MM shares – fully concluded)

Jan/14: 37.0 MM shares (R$370.4 million)

Current program (up to 100 MM shares – until Dec/14)

Feb - Apr/14: 17.3 million shares (R$186.9 million)

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Financial Highlights Returning capital to shareholders and solid balance sheet

FINANCIAL RESULTS

CAPEX

RETURNING CAPITAL TO SHAREHOLDERS

Net financial result of R$48.0 million, up 29.3% from 1Q13

Financial income (+29.2%): reflecting higher interest rates

Financial expenses (+29.0%): currency depreciation impacted interest on notes issued overseas

CASH AND FINANCIAL INVESTMENTS

In R$ millions Mar’14 Mar’13

Cash and financial investments 5,078 4,169

(-) Debt (principal + coupon) 1,396 1,241

(-) Third party resources 2,750 1,360

Net cash 931 1,568

CME shares (market value) 2,844 2,100

BVMF market capitalization 21.375 27.007

46 46

Restricted Cash and Safeguard Structure Fully compliant with international rules of capital requirements for QCCP under Basel III

Main goal

Comply with international rules of capital requirements under Basel III for CCPs

BM&FBOVESPA contribution to safeguard funds

Higher amount of resources required from the clearinghouse (increasing the amount of restricted funds³)

BM&FBOVESPA’s capital standing in between the contribution of defaulting market participants and the mutualization of losses

Financial impacts (neutral)

Reclassification of funds from “available” to “restricted”

Does not impact BM&FBOVESPA financial income, since the total amount of cash is still the same

Does not affect the company’s ability to payout or buyback shares

QCCP status and balance sheet robustness are differentiation factors for CCPs under Basel III

Implemented in Mar´14 (approved by Central Bank)

5,078

4,871

4,498

3,933

4,169

(In R$ millions)

CASH AND FINANCIAL INVESTMENTS

¹ Includes earnings and rights on securities in custody. ² Includes third party collaterals at BM&FBOVESPA Settlement Bank (Banco BM&FBOVESPA). ³ 100% deposited in federal government bonds

2,205

ENHANCING STRUCTURES TO COMPLY WITH BASEL III

2,280

2,314

2,352

2,689

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Growth products Increasing revenue diversification

47

STRONG REVENUE GROWTH OF SELECTED PRODUCTS

Products well received by clients, with continuous developments to maintain strong growth trend

Securities lending (BTC)

Tesouro Direto

Market maker for options on single stocks

Exchange traded funds (ETF)

Agribusiness credit bills (LCA)

Real estate investment funds (FII)

Non sponsored Brazilian Depositary Receipts (BDRs N1 NP)

CAGR (2010-14):

+24.0%

(In R$ millions)

16.324.2

37.344.5

38.4

3.2%

4.6%

6.7%

7.7%7.0%

1Q10 1Q11 1Q12 1Q13 1Q14

Revenue Share in total revenue (%)

48

Financial Statements Summary of Balance Sheet (Consolidated)

(in R$ millions) 3/31/2014 12/31/2013 (in R$ millions) 3/31/2014 12/31/2013

Current assets 4,425.0 4,319.5 Current liabilities 3,142.5 2,710.8

Cash and cash equivalents 1,319.6 1,196.6 Collateral for transactions 2,380.9 2,073.0

Financial investments 2,878.3 2,853.4 Others 761.6 637.9

Others 227.2 269.5 Non-current liabilities 3,986.0 3,886.9

Non-current assets 21,575.2 21,577.2 Foreign debt issues 1,377.8 1,426.2

Long-term receivables 1,195.5 1,135.4 Deferred Inc. Tax and Social Contrib. 2,436.6 2,295.8

Financial investments 880.0 820.8 Others 171.6 165.0

Others 315.5 314.6 Net equity 18,871.7 19,298.9

Investments 3,248.7 3,346.3 Capital stock 2,540.2 2,540.2

Property and equipment 431.9 423.2 Capital reserve 15,202.3 16,056.7

Intangible assets 16,699.1 16,672.3 Others 1,114.5 687.3

Goodwill 16,064.3 16,064.3 Minority shareholdings 14.7 14.7

Total Assets 26,000.2 25,896.7 Liabilities and Net Equity 26,000.2 25,896.7

LIABILITIES AND SH. EQUITY ASSETS

49

Financial Statements Profits and adjusted expenses reconciliation

(in R$ millions) 1Q14 1Q13 Change

1Q14/1Q13 4Q13

Change 1Q14/4Q13

Total Expenses 186,3 172,8 7,8% 253,5 -26,5%

Depreciation (29,6) (27,1) 9,1% (31,3) -5,5%

Stock options plan (6,9) (7,9) -12,9% (6,8) 1,2%

Tax on dividends from the CME Group (5,5) (4,6) 19,9% (36,2) -84,7%

Provisions (7,9) (9,3) -14,9% (10,8) -27,0%

Adjusted Expenses 136,5 124,0 10,1% 168,4 -19,0%

(in R$ millions) 1Q14 1Q13 Change

1Q14/1Q13 4Q13

Change 1Q14/4Q13

Net Income* 256.1 267.0 -4.1% 182.1 40.6%

Stock options plan 6.9 7.9 -12.9% 6.8 1.2%

Deferred Liabilities 138.6 138.9 -0.2% 138.9 -0.2%

Equity method investment (net of taxes) (44.6) (32.5) 37.2% 3.3 1,236.3%

Recoverable taxes paid overseas 18.2 13.4 36.6% 17.4 4.8%

Adjusted net income 375.3 394.6 -4.9% 341.9 9.8%

ADJUSTED NET INCOME RECONCILIATION

ADJUSTED EXPENSES RECONCILIATION

* Attributable to BM&FBOVESPA shareholders.

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(in R$ millions) 1Q14 1Q13 Change

1Q14/1Q13 4Q13

Change 1Q14/4Q13

Net revenues 489.7 521.0 -6.0% 475.6 3.0%

Expenses (186.3) (172.8) 7.8% (253.5) -26.5%

Operating income 303.4 348.2 -12.9% 222.1 36.6%

Operating margin 61.9% 66.8% -488 bps 46.7% 1,525 bps

Equity in income of investees 50.2 37.2 35.0% 39.5 26.9%

Financial result 48.0 37.1 29.3% 51.7 -7.2%

Net income* 256.1 267.0 -4.1% 182.1 40.6%

Adjusted net income 375.3 394.6 -4.9% 341.9 9.8%

Adjusted EPS (in R$) 0.203 0.204 -0.7% 0.180 12.9%

Adjusted expenses (136.5) (124.0) 10.1% (168.4) -19.0%

Financial Statements Summary

SUMMARY OF INCOME STATEMENT (CONSOLIDATED)

* Attributable to BM&FBOVESPA shareholders.

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BM&FBOVESPA – INVESTOR RELATIONS

+55 (11) 2565 4729 /4418 / 4207 / 4834 [email protected]

ir.bmfbovespa.com.br