BM&FBOVESPAir.bmfbovespa.com.br/enu/1936/BVMFPresentationDecember2013.pdf · and central depository...

54
1 BM&FBOVESPA Investor Relations Department December 2013

Transcript of BM&FBOVESPAir.bmfbovespa.com.br/enu/1936/BVMFPresentationDecember2013.pdf · and central depository...

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BM&FBOVESPA Investor Relations Department

December 2013

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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 3Q13)

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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, 2012; ²12M to Mar 31, 2012 (Mar 31, 2013 for JPX); ³9M to Sep. 30, 2012. Source: Bloomberg (Nov. 29, 2013).

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

Candido Bracher Non Executive Director, CEO of Itaú BBA

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

Advisory Committee For The Securities Intermediation Industry

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GM of Apr. 15, 2013

Number of individual shareholders 55,108

Number of institutional shareholders 3,580

Total number of shareholders 58,688

Free float (ON) 1,929,265,010 (97.4%)

Ownership structure Widely-held shareholder base

5.3%5.2%

5.1%

6.6%

75.5%

2.4%Funds managed by BlackRock, Inc.

Funds managed by OppenheimerFunds, Inc.

CMEG Brasil I Participações Ltda.

Funds managed by Vontobel Asset Management Inc.

Other

Treasury stock

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BRAZILIAN MARKET OPPORTUNITIES Main growth drivers

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13.25 11.25

13.75

8.75 10.75 11.00

7.25 10.00

2007 2008 2009 2010 2011 2012 2013

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

Source : Central Bank of Brazil. * For Brazil, considers only bank credit.

GROWTH DRIVES

EQUITIES MARKET

Porfolio diversification => opportunity for diversification of investments of institutional investors in equities

more resources being directed into equities

more listed companies

DERIVATIVES MARKET

more credit and more in fixed-rate government debt => more demand for hedging from financial institutions

more foreign trade => higher volumes in FX contracts

stock market growth, the launch and development of ETFs and more exposure to equity among institutional investors => growth in Index-based contracts

CAPITAL MARKETS WILL HAVE CENTRAL ROLE IN THE COMING YEARS

Investment needed to promote growth

National savings still

highly concentrated

in fixed income

Fall of interest rates in real terms

Total Credit/GDP Evolution in Brazil (%) Selic Interest Rate (% p.a.). – Jan-07 to Nov-13

27.4%

55.4%

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

13

168 216 256 295 352

436 419 492 538 574

642 630

28%29% 30% 31%

33% 37% 28%33%

33%30%

29% 29%

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

Fixed Income and Others

Equity

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-12) and ABRAPP. *Updated to Jun/13

INVESTMENT FUNDS NUMBER OF CUSTODY ACCOUNTS (thousand)

PENSION FUNDS

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

6,856

4,916

4,041 3,972 3,481 3,200

2,767 2,056 1,784

364

India USA China/HK Canada Japan Spain UK Australia Korea Brazil

657 861 899

1,070 1,301

1,513 1,375

1,703 1,787 1,925

2,189 2,344

11%

10% 11%11%

15%22% 14%

18% 18%15%

14% 13%

2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2Q13

Equities

Fixed Income

*

Jan'05 128.6

Nov'13

621.0

Jan

-05

Jul-

05

Jan

-06

Jul-

06

Jan

-07

Jul-

07

Jan

-08

Jul-

08

Jan

-09

Jul-

09

Jan

-10

Jul-

10

Jan

-11

Jul-

11

Jan

-12

Jul-

12

Jan

-13

Jul-

13

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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 Tests for derivatives started in Jul/13, with conclusion scheduled for Mar/14

iBalcão – OTC Registration Platform Registration of OTC derivatives and fixed income securities Deployment in Jul/13 (for FX non-deliverable forward – no central counterparty)

Pricing Policy Changes for Cash Equities First phase (Apr/13): reduction from 0.7 bps to 0.5 bps in trading fees and a realignment between the

trading fees and post-trade fees of institutional investors and day traders Second phase (Dec/13): increased discounts per tier of volume for day traders and a progressive reduction

of trading fees per tier of global volume

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 76.5 bn*)

Equities, ETFs and corporate fixed income cash market

Equity and indices derivatives (options and forward)

Securities lending

Derivatives (BRL 119.3 bn*)

Financial and commodities derivatives (futures, options and forwards)

OTC derivatives

FX (BRL 4.9 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 201.4 billion in Sep 30, 2013. **IPN/CORE implementation requires the authorization of the regulators.

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Product and Market Development Listed products, OTC and fixed income

LISTED PRODUCTS

iBALCÃO PROJECT

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: To Exchange from OTC

Securities Lending: BTC platform

Derivatives Registration:

NDFs: deployed in Jul/13

Flexible options on single stocks

COE: Structured Notes

Swaps

Fixed Income Registration:

LCAs (Agribusiness Credit Bill): improvements

LCIs (Real Estate Credit Bill) and CDBs (time deposits): adaptation of the platform (pending regulatory approval)

Corporate bonds and LFs (financial bills): changes to listing rules and procedures

Trade of Fixed Income:

Trading platform for government and corporate bonds and changes to the fee policy

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48.8

71.7

ADTV before Market Maker

ADTV after Market Maker*

18.6 28.5 48.7

115.9 102.1

2009 2010 2011 2012 2013*

2.9 3.9 6.1

9.0 9.7

2009 2010 2011 2012 2013*

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)

+47.1%

(ADTV in BRL million)

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

High growth products Growing sophistication of market participants

BM&FBOVESPA has a 74% market share of the registered AUM (Sep-13).

CAGR(09-13):

+141.9%

CAGR (09-13):

+33.9%

CAGR (09-13):

+53.1%

CAGR (09-13):

+35.2%

*Updated to Nov 29, 2013. **Updated to Sep. 30, 2013

(AUM – in BRL billion)

*

3.6 20.0

52.0

2011 2012 Sep-13

12.7 20.5

30.2 31.9 40.9

2009 2010 2011 2012 2013*

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OPERATIONAL PERFORMANCE Records in 2013

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BOVESPA Segment Operational highlights

*Updated to Nov 29, 2013. **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*)

*

*

0.72 0.94

1.31

1.98 2.03 1.83

2.33 2.37 2.42 2.42

2004 2005 2006 2007 2008 2009 2010 2011 2012 2013*

30.8%

29.4%

36.8%37.6%38.7%42.3%

56.4%

63.2%66.6%

63.8%

64.2%70.0%

73.5%

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

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Trading in ADRs of Brazilian companies Liquidity migration process interrupted

Nov´13

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

Sarbanes-Oxley Act (Jul. 2002)

*Updated to Nov. 30, 2013.

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)

33.5%

31.5%

9.6%

25.4%

35.0%

65.0%

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

IPOs - 1 - 7 9 26 64 4 6 11 11 3 9 151

Follow ons 14 5 8 8 10 16 12 8 18 11 11 9 6 136

Total 14 6 8 15 19 42 76 12 24 22 22 12 15 287

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

19

96

19

97

19

98

19

99

20

00

20

01

20

02

20

03

20

04

20

05

20

06

20

07

20

08

20

09

20

10

20

11

20

12

Jan

-13

Feb

-13

Mar

-13

Ap

r-1

3

May

-13

Jun-

13

Jul-

13

Au

g-1

3

Sep

-13

Oct

-13

Nov

-13

Other USA Venues - Brazilian ADRs NYSE - Brazilian ADRsBM&FBOVESPA - companies with ADRs BM&FBOVESPA (except companies with ADRs)

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422 501 711 988 789 843 1,684 1,797 1,926 1,954 1,747 1,856 1,561

2,6302,235

2,694 2,994

1,9771,519 1,713

1,239 1,209 1,457110 168

266 473 535 447

541 496 494 495 476 547 474

494 491

468 507

635

435 541

502 420 481

86 74 68

112 88 80

89 123 143 114 99

113 84

126 100

145 105

183

99 146

90 102 75

187 109 124

167 162 150

191 285 336 383 331

340 290

341 341

352 424

495

389 434

351 385 405

805 852 1,167

1,740 1,573 1,521

2,505 2,701 2,899 2,9042,653 2,856

2,410

3,5913,166

3,6583,980

3,290

2,4432,835

2,182 2,1162,418

2004 2005 2006 2007 2008 2009 2010 2011 2012 2013* Nov-12 Dec-12 Jan-13 Feb-13 Mar-13 Apr-13 May-13 Jun-13 Jul-13 Aug-13 Sep-13 Oct-13 Nov-13

BRL Int. Rate (Thousands) FX (Thousands) Index (Thousands) Others (Thousands)

BM&F Segment Operational highlights

AVERAGE DAILY TRADED VOLUME – ADV (thousands of contracts)

REVENUE PER CONTRACT - RPC (BRL)

2006 2007 2008 2009 2010 2011 2012 2013* N-12 D-12 J-13 F-13 M-13 A-13 M-13 J-13 J-13 A-13 S-13 O-13 N-13

Interest rates in BRL 0,906 0,950 1,141 0,979 0,889 0,918 1,004 1,035 1,044 1,037 1,032 1,013 1,037 0,945 0,843 1,099 1,067 1,112 1,222 1,203 1,115

FX rates 2,244 1,859 2,065 2,161 1,928 1,894 2,205 2,511 2,370 2,453 2,368 2,305 2,273 2,292 2,347 2,590 2,691 2,731 2,720 2,624 2,611

Stock Indices 1,419 1,501 2,145 1,620 1,564 1,614 1,524 1,733 1,400 1,981 1,547 1,974 1,413 1,846 1,408 1,867 1,590 1,938 1,656 1,816 1,664

Interest rates in USD 1,094 0,965 1,283 1,357 1,142 0,941 1,015 1,220 1,164 1,152 1,073 1,140 1,121 1,093 0,928 1,280 1,370 1,309 1,412 1,246 1,359

Commodities 4,749 3,195 3,587 2,307 2,168 2,029 2,239 2,519 2,485 3,360 2,449 2,415 2,382 2,349 2,550 2,595 2,632 2,385 2,766 2,613 2,430

Mini contracts 0,034 0,054 0,162 0,176 0,128 0,129 0,116 0,119 0,107 0,112 0,120 0,122 0,119 0,118 0,116 0,119 0,114 0,117 0,126 0,120 0,120

OTC 1,571 2,111 2,355 1,655 1,610 1,635 1,769 1,458 1,711 2,475 1,988 2,868 1,642 1,460 1,428 1,418 1,839 1,160 1,477 1,118 1,266

Total RPC 1,247 1,224 1,527 1,365 1,134 1,106 1,191 1,263 1,242 1,303 1,266 1,191 1,190 1,114 1,020 1,361 1,320 1,397 1,511 1,418 1,367

*Updated to Nov. 30, 2013.

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Investor participation in volumes Equities and derivatives segments

BM&F SEGMENT (DERIVATIVES)

BOVESPA SEGMENT (EQUITIES)

25% 25% 23% 27% 31% 26% 21% 18% 15% 17% 16% 18% 15% 16% 13% 16% 14% 15% 15% 15%

27% 27% 30% 27% 26% 33% 33% 32% 33% 35% 33% 32% 32% 32% 33% 32% 34% 32% 33% 32%

33% 36% 35% 35% 34% 30% 35% 40% 43% 40% 41% 43% 42% 44% 44% 45% 42% 46% 44% 47%

12% 10% 10% 8% 7% 8% 9% 8% 8% 8% 9% 7% 9% 7% 8% 6% 9% 6% 6% 5%

2005 2006 2007 2008 2009 2010 2011 2012 2013 Jan-13 Feb-13 Mar-13 Apr-13 May-13

Jun-13 Jul-13 Aug-13 Sep-13 Oct-13 Nov-13

Individuals Institutional Investors Foreign Investors Financial Institutions Companies Others

56% 51% 49% 48% 45% 42% 38% 34% 33% 33% 29% 31% 32% 37% 32% 34% 30% 32% 33% 34%

12% 15% 17% 19% 20% 22% 23% 25% 25% 23% 25% 26% 26%26%

25% 23% 25% 26% 25% 25%

24% 25% 23% 23% 24% 30% 33% 34% 36% 38% 41% 38% 37% 32% 36% 35% 37% 33% 34% 34%

7% 7% 9% 8% 8% 4% 4% 5% 5% 4% 3% 4% 4% 4% 5% 6% 6% 6% 7% 5%

2005 2006 2007 2008 2009 2010 2011 2012 2013 Jan-13 Feb-13 Mar-13 Apr-13 May-13 Jun-13 Jul-13 Aug-13 Sep-13 Oct-13 Nov-13

Individuals Institutional Investors Foreign Investors Financial Institutions Companies Central Bank

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FINANCIAL HIGHLIGHTS Reduction in expenses. Return to shareholders

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Income Statement History

SUMMARY OF INCOME STATEMENT (CONSOLIDATED)

(in BRL thousand) 2009 2010 2011 2012

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

Expenses (569,832) (633,504) (816,664) (763,080) Adjusted expenses (446,677) (543,881) (584,521) (563,487)

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

Operating margin 62.3% 66.6% 57.1% 63.0%

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

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

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

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

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

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

Adjusted EPS (BRL ) 0.6104 0.7929 0.7932 0.8351

*Attributable to shareholders of BM&FBOVESPA.

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REVENUE BREAKDOWN (3Q13)

Gross Revenue: BRL 596.8MM

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

EXPENSE BREAKDOWN (3Q13)

Expense: BRL 194.1MM

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Adjusted Opex¹ and Capex Budgets Focus on cost control and investments phase

Focus on cost control: in 2013, the effects of inflation will be neutralized by efficiency gains 2010-2013E: Adjusted expenses decreasing in real terms (CAGR of 1.6% p.a.²) 2013 Budget: BRL 560 million-580 million, the same range as in 2012

1 Adjusted by depreciation, stock option program, tax on dividends from CME Group and provisions. ² Expenses growth considering the mid-point budget for 2013 (BRL 570 million) and inflation CAGR (2010-2013) of the inflation is 5.8% p.a. Source: BCB Focus Bulletin (Nov. 30, 2012) - estimated IPCA .

(in BRL million)

ADJUSTED OPEX

CAPEX

(in BRL million) 2013 Budget: BRL 260 million-290 million Investments between 2010 and 2014 in several projects

544 585 564

560-580

2010 2011 2012 2013E

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(in BRL million)

(in BRL)

GROWTH IN ADJUSTED EARNINGS PER SHARE

GROWTH IN REVENUES AND RESULTS

Growth Path Growth in business and results

30

705 1,145 912 1,074

75

435 606 16 780

1,579 1,518 1,091

2009 2010 2011 2012

Total payout Buyback

Financial Highlights Focus on cash generation and total shareholder return

HISTORY OF PROCEEDS

SHARE BUYBACK: MAXIMIZING RETURN

(in BRL millon)

(in BRL million)

*Dividend Yield is the result of the sum of earnings per share distributed during the year divided by the average share price during the year. ROIC: Return on Invested Capital.

1,612 Adj. Net income 1,546 1,586 1,224

1,074 Net income 1,048 1,145 881

432 841 762 984 274

304 150

90 705

1,145 912

1,074 3.4%

4.5%4.5%

4.8%80%

100%87%

100%

2009 2010 2011 2012

Dividends Interest on capital Dividend Yield* Payout ratio (%)

8.9% ROIC 8.4% 9.4% 8.3%

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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 Sep/13

Available funds 1,677 1,582 1,964 1,960

Indebtedness 1,043 1,172 1,279 1,375

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

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APPENDIX

33

Different earnings impact the P/E calculation and distort comparisons and market consensus

The reported adjusted net income reflects better the company´s cash generation

1 Excludes the investment in associate (CME Group) accounted under the equity-method. 2 Simulates the Interest on Capital amount that would be approved if there was no goodwill tax benefit; 3 Stock at R$13.79 (March 12th, 2013).

EPS 2012 P/E3

Estimated GAAP EPS (A) 0.56 24.8

Earnings without goodwill = (A) x Δ:1,142 0.64 21.7

Stock price discounted by goodwill NPV (R$1.00 per share) / Earnings without

goodwill 0.64 20.1

Adjusted Earnings 0.84 16.5

15-20% impact on P/E multiple

Difference between GAAP EPS and the EPS adjusted to non existence of

goodwill simulation

GAAP Book in 2012 Current

Simulation without goodwill R$ millions

EBT¹ 1,511 1,511

Deferred Tax 539 -

Other taxes /credits (14) -

Total taxes 525 282

GAAP Net income 1,074 1,228

Δ: 14.2%

Tax Book in 2012 Current

Simulation without goodwill

R$ millions

EBT¹ 1,511 1,511

(-) Goodwill amortization 1,586 -

(-) Interest on capital 90 680(2)

(=) Taxable earnings (165) 831

Tax (34%) (56) 282

Since 2009, the goodwill tax benefit has been recognized as deferred liability (being cash neutral), reducing the GAAP earnings

Financial Highlights P/E analysis

34

PUBLIC OFFERINGS (BRL billion)

PIPELINE: OFFERINGS ANNOUNCED SO FAR TO THE MARKET

Updated to Nov 29, 2013.

BOVESPA Segment Raising Capital

There are 4 offerings in the pipeline

IPOs (2): Ouro Verde Locação e Serviço; Unidas;

Follow-ons (2): Fras-le ; Via Varejo

Additionally, there are 12 Real Estate Funds filed with CVM: estimated value of R$ 4.2 billion

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

35

BOVESPA Segment Foreign investment flow

MONTHLY NET FLOW OF FOREGIN INVESTMENTS (in BRL billon)

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

*Updated to Nov. 29, 2013.

36

177%

126% 121%

109%100%

136%

67%75%

87%72%

129%

100%

39%

174%

137%

158%

119%107%

129%

75% 76%

96%

72%

138%

80%

44%

129%

110% 109% 104%

89% 87%

60% 57% 55% 50% 49% 46%35%

151%

111% 117% 119%105%

85%

62%70% 69%

55%

124%

44% 45%

Cingapura Canadá Chile EUA Coréia Austrália Japão França Índia Brasil Inglaterra China México

2009 2010 2011 2012

11.2%

14.3%

2.2%

5.1%

20.4%

5.4%0.4%

5.5%

8.8%

26.8%

Oil, Gas and Biofuels Basic Materials Capital Goods and Services Construction and Transportation Consumer Non Cyclical Consumer Cyclical Information Technology Telecommunications Public Utilities Financial

15.7%

21.6%

2.5%3.6%

8.6%

2.6%

0.3%11.1%

11.5%

22.4%

BOVESPA Segment Potencial to increase the number of listed companies

MARKET CAPITALIZATION TO GDP (%)*

MARKET CAPITALIZATION BY ECONOMIC SECTOR * Source: World Bank

Dec’05 Dec’12

Hong Kong : 438% 481% 365% 421%

37

84 95 179 146 135 193 209 209 191

270 251 245 67 101

148 120 129

137 74 45 53 78 97 92

44 45

68 51 47

65 58 53 48

70 61 52 211 251

420 342

413 404 342 307 292

418 409 388

3.9% 5.0%7.8% 7.3% 8.0%

6.3% 6.7% 5.7% 5.0% 6.0%8.7% 9.2%

1Q11 2Q11 3Q11 4Q11 1Q12 2Q12 3Q12 4Q12 1Q13 2Q13 3Q13 4Q13

Mini FX Equities Other % overall volume

319 447 835 917 874

1,186 1,044 830 927 876 1,160 1,277

291 267

319 249 325

268 252

233 296

256 207 171

205 184

175 146 -74

341 369

667 450 568

814 899

1,329 1,312 1,199 1,454 1,369 1,404

1,592 1,800 1,818

1,883 6.1% 7.4%10.3% 10.3%

8.5% 9.4% 9.8% 9.9% 10.6% 10.7%13.4%

15.2%

1Q11 2Q11 3Q11 4Q11 1Q12 2Q12 3Q12 4Q12 1Q13 2Q13 3Q13 4Q13

ADTV (Foreigners) ADTV (Individuals) ADTV (Institutionals) % of overall market

High Frequency Trading (HFT)

BOVESPA SEGMENT: HFT ADTV* (BRL million) AND MKT. SHARE

BM&F SEGMENT: HFT ADV* (thousands of contracts) AND MKT. SHARE

*

*

*Updated to Nov. 29, 2013.

38

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

39

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

40

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

41

RESULTS FOR 3Q13

42

Total revenue: R$596.8 million, +2.7%

BOVESPA seg.: R$257.1 million, -2.4%

BM&F seg.: R$228.6 million, +4.3%

Other revenue: R$111.0 million, +12.5%

Net revenue: R$535.4 million, +2.6%

Adjusted expenses¹: R$150.2 million, +10.4%

Operating income: R$341.3 million, -1.6%

Adjusted net income²: R$403.7 million, +0.8%

Adjusted EPS: R$0.211, +1.7%

Dividends: payment of R$225.3 million in 3Q13, R$0.118 per share (80% of GAAP net income)

EBITDA: R$417.1 million, +2.2% and margin of 77.9% (according to CVM Rule 527/12 that does not exclude equity method accounting).

BOVESPA segment:

ADTV: R$7.2 billion, +0.8%

Margin: 5.361 bps, -6.4%

BM&F segment:

ADV: 2.5 million contracts, -7.5%

RPC: R$1.404, +10.6%

High growth products and market segment:

Securities Lending: +26.0% average of open interest

LCAs (agribusiness credit bills): assets registered +190.6% (R$73.8 billion in Sep/13)

HFTs: volumes increased 32.8% in the Bovespa Segment and 19.6% in the BM&F segment

MAIN PROJECTS AND UPDATES

3Q13 vs. 3Q12 Highlights Solid results despite the challenging environment

FINANCIAL HIGHLIGHTS OPERATIONAL HIGHLIGHTS

1Expenses adjusted to Company´s depreciation, stock options plan, tax on dividends from the CME Group and provisions. 2Net income adjusted by: i) the effect of deferred liability recognition in connection with temporary differences from amortization of goodwill for tax purposes; ii) the impact of the stock options plan; iii) investment in affiliates (CME Group) accounted for under the equity method, net of taxes; and iv) taxes paid overseas to be compensated.

Ibovespa: new methodology announced in Sept/13

Changes in options fee policy: volume discounts for all day trade transactions in the options on single stock market, in line with the change announced for cash equity in Mar/13

Fixed income fee policy: changes regarding new issuances analysis, custody, account maintenance and trading

SMEs: proposals for developing the access market

43

3Q13 vs. 3Q12:

ADTV: R$7.2 bn (+0.8%):

Increased turnover velocity, which reached 73.7%

32.8% increase in HFTs volumes

2.2% decrease of average market capitalization

Margin: 5.361 bps vs. 5.728 (-6.4%):

Lower fees from options on single stocks, reflecting higher volumes of market makers

Higher participation of HFTs in the overall ADTV

AVERAGE DAILY TRADING VALUE (ADTV) AND TRADING MARGIN

BOVESPA Segment Performance Flat ADTV despite the challenging environment

AVERAGE MARKET CAP. AND TURNOVER VELOCITY

7.2 7.0 7.5 8.3 7.2

5.728 5.573 5.706 5.314 5.361

3Q12 4Q12 1Q13 2Q13 3Q13

ADTV (R$ billions) Margin (bps)

TRADING MARGIN (in basis point - bps)

Market 3Q13 3Q12

Cash market 4.989 5.308

Derivatives on single stocks 13.007 13.788

Options Market 13.010 14.091

Forward Market 12.998 12.999

Total BOVESPA 5.361 5.728

44

3Q13 vs. 3Q12:

ADV: 2.5 million contracts (-7.5%):

-15.4% ADV of Brazilian Real interest rate contracts,

+8.8% ADV of FX contracts and +22.3% ADV of mini-sized contracts

RPC: +10.6% (mix effect and FX rate appreciation):

Brazilian Real interest rate: lower participation in overall volume; and higher RPC (+4.8%) due to lengthening of contracts

FX and USD Interest rate contracts (+12.4% and +25.0%, respectively): FX rate appreciation (USD/R$)

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

BM&F Segment Performance Higher RPC offsets volumes fall

INTEREST RATES IN R$ - 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 3Q13

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

45

6.2%

31.4%

4.6%18.1%

14.4%

2.3%2.8%

20.2%

37.6%: Financial/Commodity Derivatives2

37.6%: Cash Market¹

6.2%: Trading

31.4%: Post-Trade

4.6%: Stock and Indices Derivatives2

Total Revenue R$596.8 million

4.3%: Securities Lending

5.1%: Depository, Custody and Back-Office

3.0%: Vendors

1.9%: Trading Access

2.0%: Listing

20.2%: Other Revenues

Revenue Breakdown in 3Q13 Diversified revenue sources as a differential

REVENUE BREAKDOWN

¹Revenue breakdown for the cash market (trading + post-trade) reflects the pricing policy changes which came into force in Apr/13.

i) Reduction of trading fee to 0.5 bps from 0.7 bps for all investors

ii) Post-trade increase to 2.0 bps from 1.8 bps for institutional investors and day trades 2Trading and Post-trade

CASH MARKET TRADING REVENUE ACCOUNTED FOR 6.2% OF TOTAL

DERIVATIVES REVENUES (BM&F + BOVESPA) ACCOUNTED FOR

42.2% OF THE TOTAL

18.1%: Brazilian Real interest rate contracts

14.4%: FX Contracts

2.3%: USD interest rate contracts

2.8%: Other Financial/Commodity Derivatives

46

The Business Model Strengthens Resilience from diversified revenue sources

Bovespa Segment – new clients, products development and higher market sophistication

BM&F Segment – credit expansion, volatility, FX rate changes and market sophistication

Other revenue – development of markets and new products and services

CAGR 2009-13

8.7%

Revenues – in R$ millions

Revenues – in R$ millions

CAGR 2009-13

15.5%

CAGR 2009-13

9.6%

Revenues – in R$ millions Revenues have been supported by a higher turnover velocity

- HFTs

- Options on single stocks

- Securities lending activity

- Strategies

Revenues from the two most significant groups of contracts are growing consistently

- Market sophistication, volatility and the recent currency depreciation

Revenues from selected products growing consistently

- Sec. lending also complements cash, option and future markets

- Tesouro Direto and LCAs as part of the Company’s strategy in the fixed income market

47

Expense: R$194.1 million

3Q13 Expenses Continuous focus on cost control and operational efficiency

ADJUSTED EXPENSE TOTAL EXPENSE BREAKDOWN

(in R$ millions)

*Includes expenses with maintenance in general, marketing, communication, taxes adjusted by the dividends from CME Group, board and committee members’ compensation and others (excluding provisions).

ADJUSTED EXPENSE INCREASED 10.4% OVER 3Q12 IN LINE WITH THE 2013 BUDGET (R$560-580 MILLION)

Adjusted Personnel: +16.9%, basically due to the effects of annual union bargain in Aug/13 and decrease in capitalized personnel costs related to ongoing projects.

Data processing: +31.8%, due to higher expenses for services and maintenance of software and hardware that support IT platforms recently deployed.

Third Party: -34.8%, due to lower costs with consulting and legal advisors.

48 *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 Highlights Returning cash to shareholders

(In R$ millions)

CASH AND FINANCIAL INVESTMENTS RETURN TO SHAREHOLDERS

FINANCIAL RESULTS

Financial result of R$49.6 million, up 8.9% YoY

Financial income up 16.9%, reflecting, basically higher interest rates

Financial expenses rose 33.4%, reflecting the currency depreciation´s impact on the interest of notes issued overseas

CAPEX

In 3Q13, investments amounted to R$82.1 million, totaling R$202.5 million in 9M13

CAPEX budget ranges:

2013: between R$260 – 290 million

2014: between R$170 – 200 million (under review)

BUYBACK PROGRAM

From Jul/13 to Oct/13, 13.1 million shares were repurchased, totaling R$158.9 million (more than 0.6% of the Company’s capital stock)

The current buyback program allows BM&FBOVESPA to repurchase up to 60 million shares until Jun/14.

PAYOUT

Payment of R$225.3 million in dividends, equivalent to R$0.118 per share and 80% of GAAP net income

Payment on Nov. 27, 2013 based on shareholders’ position dated Nov. 11, 2013

Market participant cash collateral includes R$0.7 billion pledged in the FX Clearinghouse that was settled on Oct 1st, 2013.

49

High growth products Increasing revenue diversification

CAGR: +39%

OPERATIONAL FIGURES REVENUE

CAGR: +181% CAGR: +27%

CAGR: +56% CAGR: +35%

CAGR: +280% CAGR: +37%

Strong revenue growth of selected products

In 9M13, representing 7.6% of total revenue, or R$141.4 million

Products well received by clients

Continuous developments to maintain strong growth trend

50

Summary of Balance Sheet (Consolidated)

LIABILITIES AND SHAREHOLDERS’ EQUITY ASSETS

(in R$ millions) 9/30/2013 12/31/2012 (in R$ millions) 9/30/2013 12/31/2012

Current assets 3,940.9 3,536.3 Current liabilities 2,287.1 1,660.6

Cash and cash equivalents 754.7 43.6 Collateral for transactions 1,617.9 1,134.2

Financial investments 2,978.6 3,233.4 Others 669.2 526.4

Others 207.6 259.3 Non-current liabilities 3,667.3 3,072.6

Non-current assets 21,351.2 20,610.8 Debt issued abroad 1,357.0 1,242.2

Long-term receivables 1,040.3 808.9 Deferred inc. tax and social contrib. 2,156.6 1,739.6

Financial investments 764.5 573.6 Others 153.7 90.7

Others 275.8 235.2 Shareholders' equity 19,337.6 19,413.9

Investments 3,270.0 2,928.8 Capital 2,540.2 2,540.2

Property and equipment, net 391.8 361.0 Capital reserve 16,051.5 16,037.4

Intangible assets 16,649.1 16,512.2 Others 730.1 820.3

Goodwill 16,064.3 16,064.3 Non-controlling interests 15.8 16.0

Total Assets 25,292.1 24,147.1 Liabilities and Shareholders' Equity 25,292.1 24,147.1

51

Reconciliation – 3Q13

ADJUSTED NET INCOME RECONCILIATION

ADJUSTED EXPENSES RECONCILIATION

* Attributable to BM&FBOVESPA shareholders.

(in R$ millions, unless otherwise indicated)

3Q13 3Q12

Change 3Q13/3Q12

2Q13 Change

3Q13/2Q13

GAAP net income* 281.6 276.5 1.8% 350.8 -19.7%

Stock options plan 5.6 7.8 -28.0% 7.8 -28.1%

Deferred tax liabilities 138.9 134.8 3.1% 138.9 0.0%

Equity in income of investees (net of taxes) 38.2 32.6 17.4% 46.3 -17.4%

Recoverable taxes paid overseas 15.8 14.1 11.7% 18.3 -13.7%

Adjusted net income 403.7 400.6 0.8% 469.6 -14.0%

(in R$ millions, unless otherwise indicated)

3Q13 3Q12 Change

3Q13/3Q12 2Q13

Change 3Q13/2Q13

Total Expenses 194.1 174.8 11.1% 176.8 9.8%

Depreciation (32.5) (24.1) 35.0% (28.8) 12.8%

Stock options plan (5.6) (7.8) -28.0% (7.8) -28.1%

Tax on dividends from the CME Group (5.1) (4.7) 9.5% (5.1) 0.2%

Provisions (0.6) (2.1) -70.5% (1.9) -66.5%

Adjusted Expenses 150.2 136.0 10.4% 133.2 12.8%

52

Summary of Income Statement (consolidated)

* Attributable to BM&FBOVESPA shareholders.

3Q13 3Q12 Change

3Q13/3Q12 2Q13

Change 3Q13/2Q13

Net Revenues 535.4 521.6 2.6% 599.8 -10.7%

Expenses (194.1) (174.8) 11.1% (176.8) 9.8%

Operating Income 341.3 346.8 -1.6% 423.0 -19.3%

Operating margin 63.7% 66.5% -275 bps 70.5% -678 bps

Equity in Income of Investees 43.3 37.2 16.4% 51.4 -15.7%

Financial Result 49.6 45.5 8.9% 43.1 15.1%

EBT 434.2 429.6 1.1% 517.5 -16.1%

Net Income* 281.6 276.5 1.8% 350.8 -19.7%

Adjusted Net Income 403.7 400.6 0.8% 469.6 -14.0%

Adjusted EPS (in R$) 0.211 0.208 1.7% 0.244 -13.5%

Adjusted Expenses (150.2) (136.0) 10.4% (133.2) 12.8%

53

REVENUES AND RESULTS

Resilient revenues and results in a challenging market environment

Growing diversification of products and revenues

INVESTMENTS

Commitment with the maintenance of market integrity

Strengthening the competitive edge by delivering efficiency to the market

FOSTERING CLIENTS AND MARKET

Strengthening ties with market participants and clients

Becoming a one-stop-shop by increasing the diversity of products for clients

COMMITMENT TO CAPITAL RETURN FOR SHAREHOLDERS

Maintained focus on cost control

High payout ratio combined with share buyback

Final Remarks

54

BM&FBOVESPA – INVESTOR RELATIONS

+55 (11) 2565 4729 / 4418 / 4834 / 7073 / 4007/4702 [email protected]

ir.bmfbovespa.com.br