BVMF Presentation - December 2014

56
1 BM&FBOVESPA Investor Relations Department December 2014

Transcript of BVMF Presentation - December 2014

Page 1: BVMF Presentation - December 2014

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BM&FBOVESPA Investor Relations Department

December 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 3Q14)

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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 (November 28,2014).

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, engineer

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

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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. *Oct/14 ** Jun/14

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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BM&FBOVESPA IT, Risk and Operating Development Building a state-of-the-art platform to boost market growth

BM&FBOVESPA is investing more than USD650 million

(2010 - 2015) to build world-class and cutting-edge IT, Risk and Operating infrastructure

Capital efficiency for clients

Attract and retain clients and strengthen relationship with intermediaries

Development of markets and products

Operational leverage for BM&FBOVESPA

Innovate and enhance market robustness ahead of regulatory demands

High performance: high availability, sub-milliseconds latency, standard deviation low

Operational leverage: easily scalable capacity

OTC MARKET

Capital efficiency for clients: integrated risk calculation (OTC and Exchange Traded Derivatives)

Customer relationship: strengthening relationships with customers

NEW DATA CENTER

Customer relationship: able to host participants and clients’ infrastructure

Significant capacity to expand co-location

Capital efficiency for clients: integrated risk calculation (equities and derivatives - OTC and listed); and unification of settlement windows

Rationalization and standardization of rules, procedures and requirements

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PUMA Platform High availability and performance

BM&F segment

BOVESPA segment Capacity and resilience of the system tested in times of high volatility and message peaks

The entire trading infrastructure must be adequately sized for peak message traffic:

BOVESPA Segment– Apr. 29th

Peak of msgs/min: 619,063

Average msgs/min: 60,000 - 70,000

BM&F Segment – Aug. 13th

Peak of msgs/min: 85,388

Average msgs/min: 7,000 - 8,000

RESILIENCE AND AVAILABILITY 438 uninterrupted trading days*

* Until Sep. 26, 2014

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

Equities and corporate debt (BRL 74.4 bn*)

Equities, ETFs and corporate fixed income cash market

Equity and indices derivatives (options and forward)

Securities lending

Derivatives (BRL 132.6 bn*)

Financial and

commodities derivatives (futures, options and forwards)

OTC derivatives

FX (BRL 3.7 bn*)

FX spot market

(US$ vs. BRL )

Securities (BRL 0.7 bn*)

Cash market and

forward market for government bonds

INTEGRATED CLEARINGHOUSE** =

Capital efficiency

• Aggregate of pledged collateral at our clearinghouses totaled BRL 211.4 billion in Jun 30, 2014. ** Implementation of BM&FBOVESPA Clearinghouse subject to the results of the tests with the market and the authorization from regulators..

Implemented on Aug 18th, 2014

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Clearinghouses’ Integration and New Risk Model (CORE) Post-trade environment evolution

Organization of the post-trade environment by types of assets/products

4 rulebooks and 4 manuals.

4 participant structures

4 systems / back-office processes

4 systems / processes for risk

management

4 pools of collateral

4 settlement windows and 4

multilateral balances

4 distinct environments / IT architectures

4 registration systems for

participants and clients.

OTC derivatives

Corporate fixed income

Interbank spot foreign

exchange Futures, options,

forwards

Securities lending

Other products and assets

Equities, ETFs, BDRs

Rules and Manuals

Structure of market participants

Participants and customer registration

Allocation and transfer

Position control

Clearing and settlement

Risk management

Pool of collateral

Government Bonds

Organization of the post-trade environment by process

Exchange and market participation cost

reduction

Liquidity management improvement

More efficient allocation of capital by

investors

Operational and technological risk

reduction

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Clearinghouses’ Integration and New Risk Model (CORE) Derivatives clearinghouse migration results

Roughly R$20 billon released in collateral

R$15 billion reduction in required collateral

R$5 billion increase to the value of deposited collateral

R$12 billion withdrawn in the early days of activity

More than 5,000 margin simulation exercises per day

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Products and Services Development Focus on the customers’ demands and needs

Long-term development of products, markets and services

Greater liquidity for listed products

Development of infrastructure for expansion of MM and HFT activity

Capital efficiency generated by CORE enables/encourages the realization of new strategies

Development of the securities lending platform

Marketing listed products and attracting new customers

Expanding the retail investor base

Incentive program with market participants

Expanding the portfolio to attend to the investment profile of individuals (Tesouro Direto, Fixed Income ETFs, FIIs ...)

Discussion about tax treatment simplification in the equities market

Capture of institutional investors’ diversification into foreign securities

Listing of foreign securities (non-sponsored BDRs and Foreign Index ETF)

Cross-listing of futures contracts

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Greater number of listed companies

Discussions with the Government to encourage and facilitate IPOs by SMEs

Law 13.043 grants exemption on capital gains for elegible SME’s investors until 2023

Creation of investiment fund with proper structure to invest in SMEs

Reduction of maintenance and public offer cost for listed companies

Include stocks in the roll of restricted public distribution efforts

BNDES suppor to foster IPOs on BOVESPA MAIS

Fixed Income and OTC markets (product, market and revenue diversification)

Securities registration: (i) marketing of already-available products (CDB, LCA, LCI and COE); ii) new products (CDB - new types, Financial Bills, COE - physical delivery and repos)

OTC Derivatives: (i) benefits of CORE; (ii) SWAPs and Flexible Options migration to the new platform (flexibility and operational efficiency); and (iii) development of SWAPs with cash flow

Corporate bonds: (i) acceptance of securities with restricted distribution efforts (ICVM 476); and (ii) migration of trading to PUMA

Constant fee structure and incentive improvements

Use of pricing policies and incentives as important tools for the development of products, markets and services, as well as alignment with market participants

Review and monitoring of existing pricing and incentives policies

Long-term development of products, markets and services

Products and Services Development Focus on the customers’ demands and needs

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Tax treatment for Retail Investors

BM&FBOVESPA and the Brazilian IRS are developing a proposal to simplify tax treatment for individual investors in equities market

Fixed income ETFs

Tax treatment definition

Incentives for SMEs

Tax exemption on capital gains; reduction of maintenance costs of publicly-held companies; restricted distribution offering, and entrepreneurial and management qualification programs

Securities Lending

Tax treatment clarification on payouts(dividends and interest on capital)

Addressing important issues to foster the long-term development of the Brazilian capital market

Development Discussions with the Government Creating incentives and addressing important issues

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OPERATIONAL PERFORMANCE

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BOVESPA Segment Operational highlights

*Updated to November 28, 2014. **Ratio of cash market trading volume to the market cap of the exchange.

AVERAGE DAILY TRADING VALUE – ADTV (BRL billion)*

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

*

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

Interest rates in BRL 0.906 0.950 1.141 0.979 0.889 0.918 1.004 1.046 1.115 1.115 1.266 1.049 0.980 1.105 1.185 1.211 1.168 1.152 1.177 1.090 1.076 1.226

FX rates 2.244 1.859 2.065 2.161 1.928 1.894 2.205 2.535 2.628 2.611 2.832 2.629 2.633 2.616 2.555 2.594 2.659 2.619 2.578 2.464 2.654 2.980

Stock Indices 1.419 1.501 2.145 1.620 1.564 1.614 1.524 1.761 1.740 1.664 2.122 1.695 1.958 1.597 1.834 1.601 2.095 1.527 1.863 1.477 1.721 1.628

Interest rates in USD 1.094 0.965 1.283 1.357 1.142 0.941 1.015 1.231 1.278 1.359 1.340 1.325 1.414 1.553 1.275 1.300 1.332 1.156 1.250 1.240 1.264 1.078

Commodities 4.749 3.195 3.587 2.307 2.168 2.029 2.239 2.534 2.376 2.430 2.760 2.401 2.199 2.683 2.587 2.883 2.223 2.152 2.084 2.315 2.295 2.510

Mini contracts 0.034 0.054 0.162 0.176 0.128 0.129 0.116 0.119 0.117 0.120 0.128 0.122 0.123 0.119 0.118 0.120 0.123 0.120 0.115 0.107 0.113 0.120

OTC 1.571 2.111 2.355 1.655 1.610 1.635 1.769 1.409 2.062 1.266 0.978 1.077 1.069 1.155 1.501 2.679 3.027 3.862 3.236 2.069 1.911 1.517

Total RPC 1.247 1.224 1.527 1.365 1.134 1.106 1.191 1.282 1.339 1.367 1.575 1.294 1.261 1.393 1.411 1.406 1.431 1.335 1.373 1.249 1.284 1.405

BM&F Segment Operational highlights

AVERAGE DAILY TRADED VOLUME – ADV (thousands of contracts)

REVENUE PER CONTRACT - RPC (BRL)

*Updated to November 28, 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 9M14

Net revenue 1,510,569 1,898,742 1,904,684 2,064,750 2,131,795 1,657,209

Expenses (569,832) (633,504) (816,664) (763,080) (797,160) (558,304)

Adjusted expenses (446,677) (543,881) (584,521) (563,487) (575,764) (417,449)

Operating income 940,737 1,265,238 1,088,020 1,301,670 1,334,635 942,147

Operating margin 62.3% 66.6% 57.1% 63.0% 62.6% 62.8%

Equity method result - 38,238 219,461 149,270 171,365 144,673

Financial result 245,837 289,039 280,729 208,851 181,535 154,881

Income before taxation of profit 1,186,574 1,592,515 1,588,210 1,659,791 1,687,535 1,241,701

Income tax and social contribution (304,505) (448,029) (539,681) (585,535) (606,588) (496,570)

Net income* 881,050 1,144,561 1,047,999 1,074,290 1,081,516 745,131

Adjusted net income 1,223,761 1,586,374 1,545,627 1,612,136 1,609,769 1,105,422

Adjusted EPS (BRL ) 0.6104 0.7929 0.7932 0.8351 0.8389 0.6007

*Attributable to shareholders of BM&FBOVESPA.

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REVENUE BREAKDOWN (3Q14)

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

EXPENSE BREAKDOWN (3Q14)

Total revenue R$594.7 million

Expenses R$193.8 million

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Adjusted expenses¹ estimates increase below inflation • Focus on expenses control offset most of the inflationary adjustments over the past years

Adjusted Opex¹ Budget Focus on cost control

Opex- millions R$ 2014 budget reaffirmed

2014e vs. 2013: 3.34%²

IPCA 2014e: 6.38%³

2015e vs. 2014e: 1.26%4

IPCA (average) 2015e: 6.50%³

CAGR 2010-15e: 2.07%4

IPCA (average) 2010-15e: 6.23%³

¹ Expenses adjusted to Company´s depreciation, stock granting plan – principal and social charges -, stock options plan, tax on dividends from the CME Group, transfer of fines and provisions. ² Considers the high point 2014 budget; ³ IPCA for 2014 and 2015 based on market expectations released by the Central Bank in Dec. 05, 2014; 4 Considers the mid-point of 2015 budget and high point 2014 budget

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The CAPEX program initiated in 2010 renewed the Company's IT, operations and service platform

Capex Budget Investments phase

Capex- millions R$

NEW DATA CENTER

... Market Maker

BTC SINACOR

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1H14 Expenses Breakdown Pursuit of greater efficiency and controlling expenses

Prioritization of activities, review of contracts and enhancement of processes has resulted in greater efficiency

129.8

154.4

1H11

1H14Per

son

nel

exp

end

itu

re¹

46.7

55.4

1H11

1H14

Dat

ap

roce

ssin

g

21.1

17.7

1H11

1H14

Thir

d p

arty

serv

ices

24.1

5.2

1H11

1H14Mar

keti

ng

Diligent process of managing resources and headcount sizing

Average annual wage increase of 7.2% and recognition of individual talents

Prioritization of activities and projects

Review of contracts

Strategic review of marketing activities

R$ MM

19.0%

-15.9%

-78.4%

¹ Includes personnel capitalization and excludes stock option and bonus expenses, ² Calculated based on the annual wage increase between 2011 and 2013 for personnel expenditure and the IPCA of services accumulated from July, 2011 to June, 2014 for the other lines of expenses

Nominal Var. Real Var. ²

-37.7%

-84.0%

-3.3%

12.3

7.1

1H11

1H14

Co

mm

un

icat

.

Reduced costs from the posting of trading and custody statements, as a result of changes to the submission process

Higher expenses with maintenance of new IT platforms

Expenses reduction with service providers and deprecation of legacy IT platforms

18.8% -12.0%

-41.9% -57.0%

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¹Data of BM&FBOVESPA (not consolidated): excludes variation in financial transactions and collateral pledged by participants, proceeds raised in connection with the acquisition of CME Group shares in 2010. ²Data from September, 2014 and excludes third party resources (investors‘ collateral, resources deposited in the BM&FBOVESPA Bank and others).

Financial Highlights Financial solidity combined with return of excess capital to shareholders

Distribution of most of the cash generation, reaffirming the commitment to return capital to shareholders

Payout (% of GAAP earnings)

2009: 80% 2010: 100% 2011: 87%

2012: 100% 2013: 80% 9M14: 80%

Buyback Almost 13% of free

float repurchased in almost 6 years (2H08-

9M14)

+

(Accumulated ¹ between January, 2009 and September, 2014, in R$ million)

Cash Generation after Investments and Interest Payments Cash Position²

R$2,091 MM

Indebtedness

R$1,513 MM

Rating

Moody’s

Baa1 (issuer global scale)

Baa2 (issuer BR scale)

Baa1 (global notes)

S&P

BBB+ (counterparty cred.)

A-2 (issuer)

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3Q14 RESULTS

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Total revenue: R$594.7 MM, -0.4%

BM&F seg.: R$228.7 MM, flat

Bovespa seg.: R$263.6 MM, +2.5%

Other: R$102.4 MM, -7.8%

Net revenue: R$546.0 MM, +2.0%

Adjusted expenses¹: R$146.8 MM, -2.3%

Operating income: R$352.2 MM, +3.2%

EBITDA²: R$431.2 MM, +3.4% (EBITDA margin 79.0%)

Financial Results: R$47.3 MM, -4.6%

Adjusted net income³: R$357.4 MM, -11.5%

Adjusted EPS: R$0.195, -7.5%

Payout: R$190.7 MM in 3Q14, 80% of GAAP net income

Share buyback: Jul-Oct´14: 12.4 MM shares (0.7% of the free float) – 11.2 MM repurchased in October.

3Q14 Highlights Solid results in a challenging environment; one-off charge

FINANCIAL HIGHLIGHTS (3Q14 vs. 3Q13)

1 Excludes stock options plan cost, depreciation, tax on dividends from CME Group and provisions. 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.

RETURNING CAPITAL TO SHAREHOLDERS

Better volumes quarter-over-quarter for both segments

Oct’14 volumes: Bovespa seg. +64.0% yoy (all time high); and BM&F seg. +38.0% yoy

MAIN PROJECTS AND UPDATES

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VOLUME HIGHLIGHTS

Clearinghouses Integration: derivatives module fully implemented on August 18, 2014

Indices development: partnership with S&P DJI

Dispute related to the deductibility of expenses from Bovespa Holding’s IPO

Amount under dispute reduced from R$123.0 MM to R$69.2 MM – one-off net impact of R$63.1 MM (R$18.1 MM as financial expense and R$45.0 MM as income tax)

TAX RELIEF PROGRAM (REFIS) – ONE-OFF CHARGE

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3Q14 vs. 3Q13: +0.8%

Roughly flat at R$7.29 billion, mainly due to:

9.9% increase in average market capitalization

Lower turnover velocity yoy

Volatility related to elections in Brazil positively impacted volumes from mid-August

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AVERAGE DAILY TRADING VALUE (ADTV)

Bovespa Segment Performance Margins positively impacted by the mix effect

MARKET CAPITALIZATION AND TURNOVER VELOCITY TRADING MARGINS (in basis point - bps)

Market 3Q14 3Q13

Cash market 5.061 4.991

Derivatives on single stocks 13.115 13.021

Options market (stocks / indices) 13.145 13.029

Forward market 12.999 12.999

Total Bovespa 5.502 5.363

3Q14 vs. 3Q13: +2.6%

Trading/post-trade margins impacted by the mix effect:

Lower participation of local institutional investors

Higher participation of equity derivatives

Lower participation of day traders

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3Q14 vs. 3Q13:

ADV: 2.7 million contracts, +7.3%

+47.3% ADV of mini contracts

+38.9% ADV of Interest Rates in USD contracts

RPC: -6.4%

Mix effect: higher participation of lower priced contracts (mini contracts and options) coupled with higher participation of day traders

2.5% Real appreciation against USD in the period

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

BM&F Segment Performance Mix effect and FX rate drove RPC down, offsetting ADV growth

MINI CONTRACTS

(in millions of contracts)

REVENUE PER CONTRACT AND FX RATE (in R$)

~44% of derivatives revenue was priced in USD in 3Q14

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

Contracts with RPC referenced in USD represented ~26% of derivatives ADV in 3Q14

215.1 202.8 249.4 255.1

316.8

8.6% 9.1% 8.8%

11.3% 11.9%

3Q13 4Q13 1Q14 2Q14 3Q14

ADV (millions of contracts) % Total

Page 39: BVMF Presentation - December 2014

39

37.8%: Financial/Commodity Derivatives¹

38.1%: Cash Market

5.9%: Trading

32.2%: Post-Trade

5.7%: Stock and Indices Derivatives¹

Total Revenue R$594.7 million

3.2%: Securities Lending

3.1%: Depository, Custody and Back-Office

3.1%: Vendors

2.0%: Listing

1.6%: Trading Access

18.4%: Other Revenue

39

3Q14 Revenue Breakdown Diversified revenue base

REVENUE BREAKDOWN

CASH EQUITIES TRADING REVENUE ACCOUNTED FOR 5.9% OF TOTAL

DERIVATIVES REVENUE (BM&F + BOVESPA) ACCOUNTED FOR

43.5% OF THE TOTAL

18.1%: Brazilian Real interest rate contracts

13.5%: FX Contracts

2.9%: USD interest rate contracts

3.3%: Other Financial/Commodity Derivatives

1Trading and Post-trade

Page 40: BVMF Presentation - December 2014

40

Adjusted Expenses (-2.3%)

Adjusted personnel (-2.2%): (i) headcount downsizing; (ii) reduction to profit-sharing accrual; and (iii) higher personnel expenses capitalized

Data processing (-11.5%): 3Q13 was impacted by the concentration of expenses for software service and maintenance of IT platforms

Communication (-30.3%): reduction in mail service expenses, reflecting improvements and electronification of the statements mailing process

Other (+120.0%): higher donations and contributions including, particularly:

Contribution to the Federal Government educational program called “Ciências sem Fronteiras”

Transfer of fines due to failures in the financial and physical settlement processes, which are now destined to BSM

40

3Q14 Expenses Breakdown Delivering efficiency on a diligent expense management

ADJUSTED EXPENSES (3Q14 vs. 3Q13) (in R$ millions)

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

Page 41: BVMF Presentation - December 2014

41

9M14 Expenses Breakdown Pursuit of greater efficiency and controlling expenses

Pe

rso

nn

el

exp

en

dit

ure

¹ D

ata

p

roce

ssin

g Th

ird

par

ty

serv

ices

M

arke

tin

g

Nominal Var. Real Var. ²

¹ Includes personnel capitalization and excludes stock option and bonus expenses, ² Calculated based on the annual wage increase between 2013 and 2014 for personnel expenditure and the IPCA of services accumulated from September, 2013 to September, 2014 for the other expenses lines.

Average annual wage increase of 7.0%

Higher expenses from new IT platforms maintenance and inflationary contract

adjustments

Inflationary contract adjustments

Inflationary contract adjustments

4.9% -2.2%

3.5% -3.0%

2.9% -3.6%

-23.2% -18.0%

260.6

264.2

81.3

84.2

26.5

25.7

9.9

8.1

Prioritization of activities, review of contracts and enhancement of processes has resulted in greater efficiency 9M14 adjusted expenses grew 2.5% yoy, significantly bellow inflation

Main forces pressuring expenses

Main factors offsetting expenses growth

Diligent management of assets and headcount

dimensioning; lower profit sharing

Review of contracts, legacy system deprecated

Contracts review

Strategic review of marketing activities; ongoing process of

expenses review

(in R$ millions)

Co

mm

un

icat

.

Inflationary contract adjustments -27.6% -22.8%

10.2

13.2 Improvements and

eletctronification of the mailing process for

statements successfully implemented

Page 42: BVMF Presentation - December 2014

42

3Q14: R$47.7 MM (R$153.7 MM in 9M14)

Capex budget ranges:

2014: between R$230 – 260 MM

2015: between R$190 – 220 MM

Payout

R$190.7 MM in dividends (80% of the 3Q14 GAAP net income): payment on November 28th (shareholders’ position of November 17th)

Share Buyback

Mar-Oct’14: 41.5 MM shares (R$456.9 MM) under the current program (up to 100 MM shares – until Dec’14)

YTD14: 78.4 MM shares (R$827.4 MM) reaching 4.1% of the free-float

Financial Highlights Consistently returning capital to shareholders

FINANCIAL RESULT

CAPEX

RETURNING CAPITAL TO SHAREHOLDERS

Financial result of R$47.3 MM, down 4.6% from 3Q13, explained mainly by R$18.1 MM interest payment in connection with the settlement of a tax dispute under the REFIS

(In R$ millions)

CASH AND FINANCIAL INVESTMENTS

¹ Includes earnings and rights on securities in custody. ² Includes third party collateral at BM&FBOVESPA Settlement Bank (Banco BM&FBOVESPA).

3,842

3,497

5,077

4,871

4,498 1,686

2,134

2,441

1,131

1,390

497

457

432

404

360

355

359

897

909

1,037

1,960

1,921

1,307

1,053

1,055

3Q13

4Q13

1Q14

2Q14

3Q14

Market participants cash collateral and others¹

Subsidiaries²

Clearinghouses' required safeguards

Available funds

Clearinghouses’ required safeguards: growth in line with additional collateral pledged by market participants

Page 43: BVMF Presentation - December 2014

43

Msgs BM&F Seg. (08/13/14)

Resilient IT Infrastructure Capacity and resilience of the system tested in times of high volatility

Investments in trade and post-trade platforms ensured the resilience of our systems in a period of messages and trades peaks

486 uninterrupted trading days*

* Until Nov. 13th, 2014

Less than three months after its launch, the new

Clearinghouse has already handled record volumes in the

BM&F Segment

Msgs Bovespa Seg. (04/29/14)

# of Trades in the Bovespa Seg. (million)

0

1

2

3

Jan-14 Feb-14Mar-14 Apr-14 May-14 Jun-14 Jul-14 Aug-14 Sep-14 Oct-14 Nov-14

Oct-27-14 Record # of Trades

2,582,718

# of Trades in the BM&F Seg. (million)

Oct-16-14 Record # of Trades

376,741

0

100

200

300

400

Jan-14 Feb-14Mar-14 Apr-14 May-14 Jun-14 Jul-14 Aug-14 Sep-14 Oct-14

Page 44: BVMF Presentation - December 2014

44 44

REVENUE GROWTH OF SELECTED PRODUCTS

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

Securities Lending

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):

+22.9%

(In R$ millions)

Growth Products Increasing revenue diversification

Page 45: BVMF Presentation - December 2014

45

Financial Statements Summary of Balance Sheet (Consolidated)

(in R$ millions) 9/30/2014 12/31/2013 (in R$ millions) 9/30/2014 12/31/2013

Current assets 3,025.6 4,319.5 Current liabilities 1,888.7 2,710.8

Cash and cash equivalents 370.0 1,196.6 Collateral for transactions 1,333.4 2,073.0

Financial investments 2,337.0 2,853.4 Others 555.3 637.9

Others 318.5 269.5 Non-current liabilities 4,386.1 3,886.9

Non-current assets 22,214.7 21,577.2 Foreign debt issues 1,493.2 1,426.2

Long-term receivables 1,517.3 1,135.4 Deferred Inc. Tax and Social Contrib. 2,718.7 2,295.8

Financial investments 1,134.2 820.8 Others 174.2 165.0

Others 383.1 314.6 Shareholders´ equity 18,965.4 19,298.9

Investments 3,544.6 3,346.3 Capital stock 2,540.2 2,540.2

Property and equipment 421.0 423.2 Capital reserve 15,213.7 16,056.7

Intangible assets 16,731.7 16,672.3 Others 1,196.4 687.3

Goodwill 16,064.3 16,064.3 Minority shareholdings 15.1 14.7

Total Assets 25,240.3 25,896.7 Liabilities and Shareholders´ equity 25,240.3 25,896.7

LIABILITIES AND SHAREHOLDERS´EQUITY ASSETS

Page 46: BVMF Presentation - December 2014

46

Financial Statements Net income and adjusted expenses reconciliations

ADJUSTED NET INCOME RECONCILIATION

ADJUSTED EXPENSES RECONCILIATION

* Attributable to BM&FBOVESPA shareholders.

3Q14 3Q13 Change

3Q14/3Q13 2Q14

Change 3Q14/2Q14

9M14 9M13 Change

9M14/9M13

Net Income* 238.4 281.6 -15.3% 250.1 -4.7% 744.6 899.4 -17.2%

Stock options plan 7.3 5.6 30.2% 7.6 -3.2% 21.8 21.4 2.0%

Deferred tax liabilities 138.6 138.9 -0.2% 138.6 0.0% 415.9 416.7 -0.2%

Equity in income of investees (net of taxes) (43.7) (38.2) 14.3% (39.8) 9.9% (128.1) (117.0) 9.4%

Recoverable taxes paid overseas 16.7 15.8 5.6% 16.3 2.5% 51.2 47.4 7.9%

Adjusted Net Income 357.4 403.7 -11.5% 372.8 -4.1% 1,105.4 1,267.9 -12.8%

3Q14 3Q13 Change

3Q14/3Q13 2Q14

Change 3Q14/2Q14

9M14 9M13 Change

9M14/9M13 Total Expenses 193.8 194.1 -0.2% 178.2 8.7% 558.3 543.7 2.7% Depreciation (29.5) (32.5) -9.2% (28.0) 5.2% (87.1) (88.4) -1.5% Stock options plan (7.3) (5.6) 30.2% (7.6) -3.2% (21.8) (21.4) 2.0% Tax on dividends from the CME Group (5.8) (5.1) 13.2% (5.3) 9.2% (16.6) (14.8) 12.1% Provisions (4.3) (0.6) - (3.2) 36.7% (15.4) (11.8) 30.4% Adjusted Expenses 146.8 150.2 -2.3% 134.1 9.5% 417.4 407.3 2.5%

Page 47: BVMF Presentation - December 2014

47

(in R$ millions) 3Q14 3Q13 Change

3Q14/3Q13 2Q14

Change 3Q14/2Q14

9M14 9M13 Change

9M14/9M13

Net revenues 546.0 535.4 2.0% 464.8 17.5% 1,500.5 1,656.2 -9.4%

Expenses (193.8) (194.1) -0.2% (178.2) 8.7% (558.3) (543.7) 2.7%

Operating income 352.2 341.3 3.2% 286.6 22.9% 942.1 1,112.5 -15.3%

Operating margin 64.5% 63.7% 76 bps 61.7% 286 bps 62.8% 67.2% -438 bps

Equity in income of investees 47.3 49.6 -4.6% 59.5 -20.5% 154.9 129.8 19.3%

Financial result 449.0 434.2 3.4% 391.1 14.8% 1,241.7 1,374.2 -9.6%

Net income* 238.4 281.6 -15.3% 250.1 -4.7% 744.6 899.4 -17.2%

Adjusted net income 357.4 403.7 -11.5% 372.8 -4.1% 1,105.4 1,267.9 -12.8%

Adjusted EPS (in R$) 0.195 0.211 -7.5% 0.203 -3.8% 0.601 0.660 -9.0%

Adjusted expenses (146.8) (150.2) -2.3% (134.1) 9.5% (417.4) (407.3) 2.5%

Financial Statements Summary

SUMMARY OF INCOME STATEMENT (CONSOLIDATED)

* Attributable to BM&FBOVESPA shareholders.

Page 48: BVMF Presentation - December 2014

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APPENDIX

Page 49: BVMF Presentation - December 2014

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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)

+50.3%

(ADTV in BRL million)

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

High growth products Growing sophistication of market participants

CAGR(09-14): + 85.7% CAGR (10-14): +12.8%

CAGR (10-14): +36.7% CAGR (10-14): +33.5%

*Updated to October 31,2014. ** Update to September 30, 2014.

(AUM – in BRL billion)

Page 50: BVMF Presentation - December 2014

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PUBLIC OFFERINGS (BRL billion)

PIPELINE: OFFERINGS ANNOUNCED SO FAR TO THE MARKET

Updated to November 28, 2014

BOVESPA Segment Raising Capital

There are 4 offerings in the pipeline

IPO:T4U, Ouro Verde, JBS and AZUL

Additionally, there are 5 Real Estate Funds filed with CVM: estimated value of R$ 1.1 billion

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

Page 51: BVMF Presentation - December 2014

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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 November 28, 2014.

Page 52: BVMF Presentation - December 2014

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Trading in ADRs of Brazilian companies Liquidity migration process interrupted

September´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)

31.5%

28.1%

10.3%

30.1%

40.5%

59.5%

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 1 153

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 2 291

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

Page 53: BVMF Presentation - December 2014

53

Honing of BM&FBOVESPA’s pricing policy and incentives

Creation of an organizational

structure for fees

BOVESPA seg. (disc. per volume day-trade

and rebalancing) Rebalancing

trading/pos- trade

2009 2010 2011 2012 2013 2014

Incentive program for Tesouro Direto

Annual fee adjustment for issuers

2008

Market Data Pricing Policy

Charges on Depository amount in

balance

OTC Products

Products and Services Development Evolution and governance of pricing policy structure

Markets and products development

Models review

Discounts review

Price recomposition

Pricing new products

BM&F seg. (prices per volume tiers)

Main drivers

Incentive program for retail base

BOVESPA seg. (volume discount for HFTs)

BM&F seg. (disc. over exchange fees for

HFTs)

2015...

Announc. pricing revision for

Market Data, Issuers, DMA

(BM&F seg.) and Sec. Lending

Page 54: BVMF Presentation - December 2014

54

Products and Services Development Recent changes in pricing policy and incentives

Products / Market Main changes

SECURITIES LENDING Elimination of 0.05% incentive for national lenders (settlement rate for voluntary loan maintained at 0.25% p.a.)

DMA Elimination of 10% discount for trades via DMA in Derivatives Market (BM&F Segment)

MARKET DATA Price recomposition and pricing of new products and services

ISSUERS

Elimination of analysis fee discount on the annual fee

Creation of analysis fee for Public Tender Offers, IPOs and Follow-ons

Depository Adjustment of maintenance fees of custody accounts for a certain group of investors; and creation of fees for ownership transferring within the depository

Page 55: BVMF Presentation - December 2014

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Clearinghouses’ Integration and New Risk Model (CORE) Benefits from Clearinghouse integration

1. DETERMINING THE CLOSEOUT STRATEGY

T+0 T+1 T+2 T+3 T+4 T+N ...

Defines the portfolio closeout strategy which, respecting the settlement restrictions of the portfolio of assets/markets, should minimize the risk of a loss associated with the closeout process, preserving existing hedge strategies

2. RISK EVALUATION

T+0 T+1 T+2 T+3 T+4 T+N ...

Defines the (stress) scenarios associated with the dynamics of each risk factor relevant to the portfolio. All assets and contracts are reevaluated considering the scenarios defined in this step (full valuation).

3. POTENTIAL P&L CALCULATION

T+0 T+1 T+2 T+3 T+4 T+N ...

Calculates and aggregates intertemporally P&L associated with each scenario, considering the defined closeout strategy

CLOSEOUT RISK Result: Two risk measures—market and liquidity—that are estimated both jointly and consistently

PERMANENT LOSS TRANSIENT LOSS

OVERVIEW: CLOSEOUT RISK CALCULATION IN THREE STEPS

Page 56: BVMF Presentation - December 2014

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BM&FBOVESPA – INVESTOR RELATIONS

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

ir.bmfbovespa.com.br