2015 Reference Form - Version 10

BM&FBOVESPA S.A.
Bolsa de Valores, Mercadorias e Futuros
The Brazilian Securities, Commodities and Futures Exchange
Reference Form
2015
Version 10 April 06, 2016.

Free translation of the original filed in Portuguese
2015 Reference Form BM&FBOVESPA S.A. - Bolsa de Valores, Mercadorias e Futuros (BVMF3)
TABLE OF CONTENTS
1.
PERSONS RESPONSIBLE FOR THE REFERENCE FORM ........................................ 3
2.
INDEPENDENT AUDITORS ................................................................................... 3
3.
SELECTED FINANCIAL AND OPERATING INFORMATION .................................... 4
4.
RISK FACTORS ..................................................................................................... 9
5.
MARKET RISKS ................................................................................................... 30
6.
COMPANY HISTORY ........................................................................................... 33
7.
BUSINESS ........................................................................................................... 36
8.
ECONOMIC GROUP............................................................................................. 51
9.
MATERIAL ASSETS ............................................................................................. 53
10.
MANAGEMENTS DISCUSSION ........................................................................... 61
11.
PROJECTIONS .................................................................................................... 84
12.
SHAREHOLDERS MEETING; MANAGEMENT ...................................................... 86
13.
MANAGEMENT COMPENSATION ......................................................................102
14.
HUMAN RESOURCES ........................................................................................124
15.
CONTROLLING OWNERSHIP ............................................................................126
16.
RELATED PARTY TRANSACTIONS ....................................................................127
17.
CAPITAL STOCK................................................................................................130
18.
SECURITIES INFORMATION ............................................................................131
19.
BUYBACK PROGRAMS; TREASURY STOCK .......................................................134
20.
SECURITIES TRADING POLICY ........................................................................136
21.
DISCLOSURE POLICY .......................................................................................138
22.
EXTRAORDINARY TRANSACTIONS ..................................................................139
1. PERSONS RESPONSIBLE FOR THE REFERENCE FORM

1.1.
Statements and identification of the persons responsible for this form.
Officer responsible for the information provided in this Form: Edemir Pinto
Title: Chief Executive Officer
Officer responsible for the information provided in this Form: Daniel Sonder
Title: Investor Relations Officer
The above identified executive officers hereby represent to:
(a) have reviewed this Reference Form;
(b) find the information contained herein meets the requirements of Brazilian Securities Commission (CVM) Ruling No. 480, in
particular those that are set forth under articles 14 through 19 thereof; and
(c) find the totality of the information provided herein is truthful, accurate and complete, and fairly presents the financial condition
and results of operations of our Company, including as to risks inherent in our business and our issued and outstanding securities.
2. INDEPENDENT AUDITORS
2.1 and 2.2. Information regarding the independent auditors
Year ended December 31, 2012
CVM Code : 287-9 / Audit Firm Name : PricewaterhouseCoopers Auditores Independentes / Taxpayer ID (CNPJ) 61.562.112/0001-20
Beginning of the service contract : January 2, 2010 / End of the service contract: December 31, 2012
Lead auditor : Luiz Antonio Fossa (Taxpayer ID (CPF): 052.348.068-71)
Office address : Avenida Francisco Matarazzo 1400, 9 th10 th and 13 th17 th floors, Downtown, So Paulo, SP, Brazil
Postal Code (CEP) 05001-100
Phone number +55 11 3674-2000 Fax number +55 11 3674-2030 Email address : antonio.fossa@br.pwc.com
Description of agreed services : auditing of annual financial statements; review of quarterly financial reports; other audit-related
services.
Total compensation for independent audit services : total compensation in 2012 auditing services: R$1,562 thousand
Replacement justification : Refer to item 2.3 of this form
Reasons of the auditors in case of disagreement with the reasons of the issuer to replace the auditors : Not applicable
Years ended December 31, 2013 and 2014
CVM Code : 471-5 / Audit Firm Name : Ernst & Young Auditores Independentes S.S. / Taxpayer ID (CNPJ) 61.366.936/0001-25
Beginning of the service contract : February 21, 2013 / End of the service contract: Lead auditor : Ktia Sayuri Teraoka Kam (Taxpayer ID (CPF): 223.912.688-40)
Office address : Avenida Presidente Juscelino Kubitschek 1,909, 8 floor, district of Itaim Bibi, So Paulo, SP, Brazil
Phone number +55 11 2573-3099
Fax number +55 11 2573-4904 Email address : katia.sayuri@br.ey.com

Beginning of service: 04/06/2016/ End of service:
Lead auditor : Flvio Serpejante Peppe (Taxpayer ID (CPF): 125.090.248-76)
Office address : Avenida Presidente Juscelino Kubitschek 1,830, Tower II, 5 th floor, district of Itaim Bibi, So Paulo, SP, Brazil
Phone number +55 11 2573-3213
Fax number +55 11 2573-4901 Email address : flavio.s.peppe@br.ey.com

Beginning of service: 02/21/2013/ End of service: 04/05/2016
Description of agreed services : auditing of annual financial statements; review of quarterly financial reports; other audit -related
services.
Total compensation for independent audit services : Total in 2013 - Accounting Audit: R$1,403 thousand; Total in 2014
Accounting Audit: R$1,099 thousand
Replacement justification : Refer to item 2.3 of this form
Reasons of the auditors in case of disagreement with the reasons of the issuer to replace the auditors : Not applicable
2.3. Other material information

On March 4, 2013, we released a Notice to the Market announcing the hiring of the independent audit firm of Ernst&Young
Auditores Independentes S.S. as our independent auditors, in lieu of PricewaterhouseCoopers Auditores Independentes.
Ernst&Young Auditores Independentes started providing services to us from year 2013. This move aimed to fulfill the provision
under article 31 of CVM Ruling 308/99, as amended, which requires a rotation of the independent auditors. While we understand
3
that under the abovementioned provision we would be permitted to adopt a 10-year rotation policy, our Company has elected to
implement a 5-year rotation policy, as we believe this is in line with the better recommended practices.
3. SELECTED FINANCIAL AND OPERATING INFORMATION

3.1.
Consolidated financial statements

2014
(in R$ thousands)
2013
(in R$ thousands)
2012
(in R$ thousands)
18,988,403
19,298,892
19,413,882
25,538,263
25,896,659
24,147,114
2,030,433
2,131,795
2,064,750
1,646,680
1,687,535
1,659,791
977,914
1,080,947
1,074,256
(in number of shares)
Shareholders equity
Total assets
.
Net
revenues
Gross
income
Net income
Number of shares issued and outstanding,
not including treasury stock..
1,808,178,556
1,893,582,856
(in Brazilian reais)
Shareholders equity per share

.
10.501398
Earnings per share

..
Basic earnings per
share..
Diluted earnings per
share..
1,931,572,495
10.191734
0.531763
10.050817
0.563638
0.530710
0.556512
0.562158
0.555066
2010
3.2.
2009
Non-GAAP financial measures
Our operating income for 2014 amounted to R$1,226,363 thousand, a 8.2% year-over-year drop from R$1,335,824 thousand in
the prior year. Likewise, the Operating Margin (EBITDA divided by Net Income) decreased to 60.4% from 62.8% one year ago.
2014
Net revenues
Expenses
Operating income
Operating Margin
2013
(in R$
thousands)
2,030,433
-804,070
1,226,363
60.4%
(in R$ thousands)
2,126,638
-790,814
1,335,824
62.8%
2012
(in R$
thousands)
2,064,750
-763,080
1,301,670
63.0%
Variation
2014/2013
(%)
-4.5%
1.7%
-8.2%
-0.241 bps
Variation
2013/2012
(%)
3.0 %
3.6%
2.6%
-0.200 bps
Operating income and margin information is developed by us as a measure of our operating performance. Management believes
operating income and margin information gives a deeper understanding of our operating performance and allows for better
comparability with other companies which operate in the same industry as ours.
3.3.
Subsequent events.
Our consolidated financial statements as of and for the year ended December 31, 2014, were approved at a board of directors
meeting held on February 10, 2015.
At a meeting held on February 10, 2015, our board of directors declared complementary dividends out of net income for the year
ended December 31, 2014, in the amount of R$185,941 thousand, which action our shareholders approved at the annual meeting
held on March 30, 2015. Additionaly, was approved the cancellation of 85,000,000 treasury shares following repurchases carried
out within the scope of the share buyback program.
BM&FBOVESPA repurchase 6,786,300 shares between January 1 and April 29, 2015, taking in consideration the blackout period
stated in CVM 358, within the scope of the share buyback program approved by the board of directors meeting held on December
11, 2014.
4
Share-based remuneration (Stock Options)Pursuant to the Notice to the Market published February 4, 2015, BM&FBOVESPA
decided to offer to the beneficiaries of the Companys Stock Options Plan (respectively Beneficiaries and Options) the following
choices: (i) remaining as holders of their Options, or (ii) cancelling their outstanding Options and receiving an amount in cash
with respect to those Options which had already vested (Vested Options), or receiving shares of the Company, to be transferred
in future dates, with respect to those Options which had not yet vested (Nonvested Options).
The shares received with respect to the cancellation of Non-vested Options are subject to the Stock Grant Plan approved by the
Company in an Extraordinary General Meeting on May 13, 2014.
This decision considered the aspects of the Law 12.973/14, which among other topics addresses the deductibility, for the purposes
of calculating taxable profit, of the expenses associated with equity instruments granted to beneficiaries of incentive plans.
The amounts paid in cash and granted in shares for cancellation of the Options were calculated based on the fair value of the
Options on January 05, 2015, a procedure set forth in CPC Pronouncement 10 (R1) approved by CVM Deliberation no. 650/10,
and the results of these calculations were subject to a limited assurance work performed by specialized external consultant firm.
The cancelled Vested Options resulted in cash payments equivalent to the Fair Value of those Options. The cancelled Non-vested
Options, meanwhile, resulted in the granting of a number of Company shares which was calculated based on the Fair Value of
the Non-vested Options on January 05, 2015 and on the closing price of the shares on the same date (BRL 9.22).
Programs
2008
2009
2010
2011
2012
2013
2011 additional
2012 additional
2013 additional
Total
Open interest in #
of Options
(Dec/14)
178,412
621,780
7,183,875
6,484,900
7,728,386
9,755,809
2,113,241
1,936,513
2,971,880
38,974,796
Fair value
(BRL)
4.48
3.72
1.94
3.37
3.45
4.09
4.90
4.34
4.87
Converted vested Options

Total fair value
# of Options
(BRL)
173,412
581,780
6,498,875
3,971,275
3,391,618
2,414,578
1,025,300
-
776,886
2,164,222
12,607,818
13,383,197
11,701,082
9,875,624
5,023,970
-
18,056,838
55,532,798
Converted non-vested Options

# of Options
# of equities
2,257,375
4,228,018
7,243,731
1,025,280
1,919,785
2,971,880
19,646,069
825,138
1,582,170
3,213,606
544,906
903,694
1,569,771
8,639,285
Does not include the 1,259,389 Options awarded in the past to employees who have recently left the Company, which had different
exercise dates and therefore different fair values to those described above. The cancelation of this Options will result in cash payments
of BRL 839,000.
12.5 thousand Options will not be cancelled, since the Beneficiaries did not adhere to the Companys proposal.
The shares granted in exchange for the cancelled Non-vested Options will be subject to the same rules in cases of dismissal,
disablement, death or retirement. The 8,639,285 shares relating to this grant represents a reduction of 56% of the potential
equity dilution that would be verified in comparison to the prior situation. Furthermore, these shares will have dates for transfer
that are the same as the vesting periods established for each Option program and will be transferred to the Beneficiaries in
January of every year: 3,139,275 in 2016; 3,192,082 in 2017; 1,523,046 in 2018; and 784,882 in 2019.
The cash payment made with respect to the cancellation of the Vested Options will be treated in the Companys Financial
Statements as follows:
BRL 56,372 thousands related to the principal amount (Fair Value of the Vested Options multiplied by the number of Vested
Options, per Program), recognized against Shareholders Equity, in the first quarter of 2015, with no impact in the Income
Statement for the period, since these Options had already affected the Companys expenses in previous financial periods (as
set forth in CPC 10 (R1) mentioned above); and
BRL 33,507 thousands related to payroll taxes, recognized as personnel expenses during 2015 (around 80% in the first
quarter), with a net impact in the Income Statement, after deductibility of income tax and social contributions, of BRL 22,784
million.
In the case of Non-vested Options, the personnel expenses related to the Options Plan, with no cash impact, to which the
Company was already committed and which would have been recognized between 2015 and 2018, will be replaced with personnel
expenses related to the Stock Grant Plan over the same period, also with no cash impact. As the transition was executed at Fair
Value, the original values of the Options (now cancelled) will continue to be used as the reference for the expenses of the shares
granted (as set forth in CPC 10 (R1)), with no change to the value to be expensed over time. The only additional impact will result
from the payroll taxes (60.3% applied on the value of the shares transferred to the Beneficiaries) which will be provisioned and
recognized as personnel expenses proportionate to each year and impact the Companys cash, almost in its entirety, on the date
of the transfer of the shares. In other words, throughout 2015, payroll taxes will be provisioned in relation to the shares to be
transferred to the Beneficiaries in January 2016, and so on for each year thereafter.
The Company also informs that it has entered into commitments with the Beneficiaries to indemnify them, by undertaking potential
liabilities related to tax assessments. On March 31, 2015, notice of assessment know totaled R$19.1 million.
3.4.
Dividend and cash distributions policy

Topic
Rules on earnings
retention
Years ended December 31, 2014, 2013 and 2012

From net income for the year, as determined after the deductions set forth in article 55 of our
Bylaws, we make the following allocations, as applicable:
(a) 5% allocation to the legal reserve, up to a legally prescribed limit;
(b) the remainder, as adjusted by allocations to contingency reserve or reversal thereof, as
the case may be, is allocated to the mandatory annual dividend to shareholders, and any balance
then outstanding is allocated to a bylaws reserve which we may use for investments and for
allocations to safeguard mechanisms adopted to ensure transactions executed or registered in
our trading, registration and securities lending systems are properly cleared and settled;
(c) however, the amount allocated to our bylaws reserve pursuant to item (b) above must not
exceed the amount of our capital stock;
(d) If our board of directors deems the bylaws reserve (item (b) above) sufficient to meet our
investment and safeguard requirements, it may propose (to the shareholders meeting) ( 1 ) that
we allocate to the bylaws reserve less than the portion required under the bylaws (item (b)
above); and/or ( 2 ) a reversal of part of the bylaws reserve for distribution to shareholders in
the form of dividends; and
(e) after meeting the allocation requirements set forth in paragraph 1 of article 54 of the
bylaws, the shareholders meeting may decide to retain that portion of net income for the year
which is forecast in a capital expenditure budget approved pursuant to Article 196 of Brazilian
Corporate Law.
We were not required to make any net income allocations to the legal reserve based on earnings
ascertained for the years ended December 31, 2012, 2013 and 2014, because at each of these
dates the amount of our legal reserve plus our capital reserves exceeded 30% of our capital stock
amount, thereby dispensing with the otherwise required allocation.
Amount of profit
retentions
No earnings have been retained, nor allocations to the bylaws reserve made out of net income for
the year ended December 31, 2012.
Earnings retained based on allocations to our bylaws reserves out of net income for the year ended
December 31, 2013, amounted to R$216,304 thousand and for the year ended December 31, 2014,
amounted to R$195,411 thousand. Allocations to bylaws reserves are typically designed to fund
our future investments and the safeguard schemes we established in connection with our role as
central counterparty clearing house.
Rules on dividend
distributions
Under our Bylaws, shareholders are assured a mandatory distribution of dividends and interest
on shareholders equity in the aggregate corresponding at least to 25% of the net income for
the year, as adjusted pursuant to the corporate legislation . However, consistent with Brazilian
Corporate Law, this mandatory distribution may be suspended in any particular year in which
our board of directors reports to our annual shareholders meeting that the distribution would
be inadvisable given our financial condition.
In the years ended December 31, 2012, 2013 and 2014, we distributed 100%, 80% and 80% of
our yearly GAAP net income, respectively.
Dividend distribution
frequency
Dividends are distributed pursuant to a decision of the annual shareholders meeting, which
typically takes place between March and April. However, our board of directors may decide (a) to
declare dividends based on income determined in semi-annual financial statements; (b) to declare
dividends based on income determined in interim financial statements drawn up for shorter periods,
provided the total dividends paid in any given six-month period must not exceed the amounts
accounted for as capital reserves (Brazilian Corporate Law, Article 182, paragraph 1); (c) to
distribute interim dividends based on retained earnings determined in the most recent annual or
semi-annual financial statements; and (d) to decide to pay interest on shareholders equity to
shareholders, as often as it may deem fit, which in any event may be computed as part of the
mandatory dividends we are required to distribute.
In the three most recent years, we adopted the policy of declaring dividends and/or interest on
shareholders equity following the end of each quarter, and have on occasion declared payouts at
even shorter periods.
Topic
Restrictions on dividend
distributions, mandated
by law or special
regulation applicable to
the issuer, or otherwise
required under
agreements, arbitration
awards or decisions
issued by a court of law
or administrative court
3.5.
Years ended December 31, 2014, 2013 and 2012

Under Brazilian Corporate Law we are permitted to suspend the distribution of the mandatory
dividend contemplated in item (i) of paragraph 1 of article 55 of our Bylaws in any year in which
our board of directors reports to the annual shareholders meeting that the distribution would be
inadvisable given our financial condition. In this case, the fiscal council, if active, should review
the matter and issue an opinion on the matter. Moreover, within five days after the date of the
shareholders meeting, Management would be required to file justification with the CVM. Net
income not distributed on account of a suspension (paragraph 5 of article 5 5 of our Bylaws) must
be allocated to a separate special reserve and, if not absorbed by su bsequent losses, is required
to be distributed as dividends as soon as our financial condition should permit it.
Summary of distributions of net income and retained earnings.

2014
2013
2012
(in R$ thousands, unless otherwise indicated)
a. Adjusted net income (for distribution purposes)
977,053
1,081,516
1,074,290
b. Dividend distributions
781,642
865,213
1,074,290
80.0%
80.0%
100.0%
d. Distributions by kind and class of shares
See the table below
See the table below
See the table below
e. Distribution payment dates
See the table below
See the table below
See the table below
5.1%
5.6%
5.5%
195,411
216,303
ASM - March 30, 2015
ASM - March 24,

2014
c. Distributions, as a percentage of adjusted net income

(%)
f. Rate of return on shareholders equity ROE (%)

g. Retained earnings
h. Date of retention approval
Cash Distributions
Type of shares
Distribution
payment dates
Gross distribution
per share
(in R$)
(in R$ thousands)
0.116161
Dividends
common stock
July 31, 2012
Dividends
common stock
October 31, 2012
0.124359
Dividends
common stock
December 17, 2012
0.067921
Interest on shareholders equity
common stock
December 17, 2012
0.046599
Dividends
common stock
April 30, 2013
Total for 2012
Total gross
distribution
224,341
240,065
131,181
90,000
0.201237
388,703
0.556277
1,074,290
163,580
Dividends
common stock
June 07, 2013
0.084638
Interest on shareholders equity
common stock
June 07, 2013
0.025870
50,000
Dividends
common stock
September 30, 2013
0.146943
280,670
Dividends
common stock
November 27, 2013
0.118341
225,260
Dividends
common stock
June 27, 2014
0.078475
145,703
0.454267
865,213
Total for 2013

Dividends
common stock
May 30, 2014
0.111538
204,914
Dividends
common stock
August 29, 2014
0.109381
200,061
Dividends
common stock
November 28, 2014
0.104814
190,726
Dividends
common stock
April 28, 2015
0.103163
185,941
0.428896
781,642
Total for 2014
For additional information, see the discussion on dividend and other distributions policy in the above subsection 3.4.
3.6.
Dividends declared out of retained earnings or other profit reserves.
In the three most recent years we have not declared dividends out of retained earnings or other profit reserves.
3.7.
Indebtedness level.
7
The table below sets forth information on the evolution of liabilities, as comprising current and noncurrent liabilities at year-end
of the last year.
Year ended
December 31,
Amount
(in R$ thousands)
Type of debt ratio
Ratio
(%)
2014
6,549,860
Debt to Equity
Ratio
34.5%
3.8.
Index description and reason for use

- Method: D/E = (total current liabilities + non-current liabilities)
/ shareholders equity.
Debt obligations by type and time to maturity

(data from our consolidated financial statements)
Type of
Debt(*)
Short-term
Maturing within
1 year
Long-term
Maturing
within
1-3 years
(in R$ thousands)
Current liabilities
Collateral for transactions
Earnings and rights on securities under custody
Suppliers
Salaries and payroll charges
Provision for taxes and contributions payable
Income tax and social contribution
Interest payable on bonds issued abroad
Dividends and interest on shareholders equity payable
Other liabilities
Noncurrent liabilities
Bond issuance abroad and loans
Deferred income tax and social contribution
Provision for contingencies and legal obligations
Post-employment healthcare benefits
Other liabilities
Total Indebtedness (current + noncurrent liabilities)
Unsecured
Unsecured
Unsecured
Unsecured
Unsecured
Unsecured
Unsecured
Unsecured
Unsecured
Unsecured
Unsecured
Unsecured
Unsecured
Unsecured
Unsecured
1,891,833
1,321,935
46,289
66,241
72,273
25,413
2,129
47,368
1,687
308,498
0
0
0
0
0
0
1,891,833
Maturing
within
3-5 years
Maturing after
5 years
(in R$ thousands)
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
4,658,027
1,619,123
2,859,306
102,989
28,371
48,238
4,658,027
__________________________________________________________________________
* We classify the types of debt (based on type of guarantee or absence thereof) as secured by collateral, by floating assets or unsecured.
( )
The line items collateral for transactions and earnings and rights on securities under custody recorded under current
liabilities are intrinsic to our business model as an exchange. These collaterals and guarantees are not operated in any
particular or actually defined term.
Likewise, movements in the line item deferred income tax and social contribution, under noncurrent liabilities, are not
subject to any predefined timelines.
Collateral for transactions. Collateral pledged to our clearinghouses as margin for transactions are tied to the transactions
Tax liabilities (provision for taxes and contributions payable; income tax and social contribution) and labor liabilities (salaries
and payroll charges). These correspond to debt that takes priority over other debt in the manner prescribed under article 83
they secure up to the amounts thereof, and would not be affected in the event of bankruptcy or judicial reorganization by
operation of articles 6 and 7 of Law No. 10,214/01, and articles 193 and 194 of Law No. 11,101/05.
of the Bankruptcy and Judicial Recovery Law (Law No. 11,101/05).
3.9.
Other liabilities recorded under both current and noncurrent liabilities line items in our financial statements as of and for the
year ended December 31, 2014, consist of unsecured debt obligations.
Additional reportable information.
Senior Unsecured Notes

BM&FBOVESPA completed a cross-border offering of global senior unsecured notes on June 16,2010, priced at 99.635% of the
aggregate principal nominal amount of US$612 million, which after deducting underwriting discounts netted proceeds of US$609
million (at the time equivalent to R$1,075,323 thousand). The notes mature on July 16, 2020, and pay interest of 5.50% per
8
annum, with coupons payable every six months in January and July. However, as computed to include the transaction expenses,
in particular underwriting discounts, commissions paid to arranging and structuring banks and other offering expenses, the actual
cost correlates with a rate of 5.64% per annum. As translated into Brazilian reais and including accrued interest of R$47,368
thousand, the balance of our debt under the global notes as of December 31, 2014, was R$1,666,491 thousand. We used the
offering proceeds to purchase additional interest in the shares of the Chicago Mercantile Exchange (CME Group) on the same
date.
We have issued the notes as callable bonds, thus allowing us the prerogative exercisable in our discretion at any time and from
time to time of redeeming all or some of the notes prior to maturity. The redemption price was set at the greater of (i) 100% of
the principal of the notes called for redemption plus accrued interest to the date, and (ii) interest accrued to the date plus the
present value of the remaining scheduled payments on the notes, discounted to the redemption date, at a rate equal to the sum
of the applicable U.S. Treasury Rate for the remainder of the term plus 40 basis points (0.40%) per annum.
We have designated as hedging instrument that portion of the principal under the notes which correlates with changes in exchange
rates in order to hedge the foreign currency risk affecting that portion of our investment in the CME Group, which attributable to
the notional amount of US$612 million (a hedging instrument in a hedge of net investment in a foreign operation). Accordingly,
we have adopted net investment hedge accounting pursuant to accounting standard CPC-38 (Financial Instruments: Recognition
and Measurement), for which purpose the hedging relationship has been formally designated and documented, including as to (i)
risk management objective and strategy for undertaking the hedge, (ii) category of hedge, (iii) nature of the risk being hedged,
(iv) identification of the hedged item, (v) identification of the hedging instrument, (vi) evidence of the actual statistical relationship
between hedging instrument and hedged item (retrospective effectiveness test) and (vii) a prospective effectiveness test.
We conduct retrospective and prospective tests to assess the hedge effectiveness. On testing backward-looking effectiveness,
we adopt the ratio analysis method, also called dollar offset method, as applied on a cumulative and spot-rate basis1. And on
testing forward-looking effectiveness, we adopt stress scenarios which we apply to the hedged variable in performing foreign
currency sensitivity analysis to determine degree of sensitivity to changes in exchange rates. We have tested the hedge
effectiveness retrospectively and prospectively, having determined that at December 31, 2014, there was no realizable
ineffectiveness.
Moreover, at that year-end date, the fair value of our debt under the notes, as determined based on market data, was
R$1,737,987 thousand (Source: Bloomberg).
Supplemental Information for Subsection 3.7

Such as stated in subsection 3.7, our debt ratios and the additional data provided above indicate our company enjoys fairly
conservative financial leverage ratios. For additional information on the particular characteristics of our indebtedness, see
subsection 10.1(f) below.
4. RISK FACTORS
4.1.
Discussion of risk factors

a. Risks relating to the Company
We depend on the level of market activity, which is beyond our control.

The success of our business depends in part on our ability to sustain and increase the volume of transactions carried out and/or
registered in our trade and post-trade systems. For this purpose, we offer a wide range of products and trading environments
and communications channels to market participants and our end-customers. Our revenues could be adversely affected if we
were unable to retain customers (brokerage firms and other market participants) that account for a significant portion of the
volume of transactions from which we derive revenues from trading and clearing fees, or if weaknesses were to materialize
affecting the sustainability of the business models of these brokerage firms and market participants. Additionally, global economic
crises, financial crises or capital-markets crises, as well as sudden adverse changes in macroeconomic conditions a slow economic
recovery could impact our business more harshly than those of other financial institutions and financial services firms because
these factors typically have a direct adverse effect on the volume of trading across capital markets, in particular on-exchange
markets, leading to lower than expected growth rates. We discuss below some of the adverse ramifications for our primary
business segments if any of these risks were to materialize, leading to a decline in the level of activity on markets we operate.
Equities and equity-based derivatives segment (Bovespa segment).
This method compares changes in fair values of the hedging instrument and hedged item attributable to the hedged risk, as measured on a cumulative basis
over a given period (from the hedge inception to the reporting date) using the foreign currency spot exchange rate as of each relevant date in order to
determine the ratio of cumulative gain or loss on the notes principal amount to cumulative gain or loss on the net investment in a foreign operation over the
relevant period.
We derive a significant portion of our overall revenues from fees we charge on transactions carried out on markets comprising
our Bovespa segment. For this reason, we are highly dependent on the level of market activity, which is a function of the level of
stock prices and the prices of equity-based derivatives as well as turnover velocity. In addition, the segment dynamics depend,
among other factors, on the number of listed issuers being sustained and increasing.
In 2014, the top ten stocks more actively traded on the stock market accounted for approximately 46.3% of the trading volume,
while trading activity by foreign investors accounted for 51.2% of the total value traded. Thus, our revenues and future results
could be materially and adversely affected if one of more issuers of top-traded stocks were to delist from our exchange, a sharp
fall in the prices of the most-traded equities or if the number of stocks in the market were to decline significantly or if the volumes
traded by foreign investors were to dwindle.
We have no direct control over any of these factors, which depend on the relative attractiveness of the securities and equitybased derivatives traded on markets we operate, and, in short, the attractiveness of variable income investments vis--vis other
investments. These factors, in turn, are influenced primarily by the macroeconomic conditions in Brazil and across the world, in
terms of (i) growth levels, liquidity and political stability; (ii) the regulatory environment for investments in securities and equitybased derivatives; and (iii) the levels of market activity, volatility and general stock market performance across global markets.
Financial and commodity derivatives segment (BM&F segment).

Volatility in derivatives prices, credit crunches, reductions in consumer spending and in government spending, global economic
slowdowns, exchange rate instability, inflationary pressures, and similar other factors beyond our control have had in the past,
and may again have materially adverse direct and indirect effects on the Brazilian economy and, as a result, also on the level of
activity on derivatives markets, mainly because these risk factors negatively influence the drive and willingness of financial institutions
and investors in general to trade in derivatives to hedge a position, increase leverage or speculate on an asset's price movement.
Sharp decreases in the volume of trading in derivative contracts, particularly interest-rate and FX futures contracts, which account
for a significant portion of the overall volume and our revenues for the BM&F segment, could materially and adversely affect our
revenues and profitability, which would significantly and negatively impact our business, financial condition and results of
operations.
In performing our role as central counterparty clearing house we are exposed to substantial risks.
Each of our clearinghouses acts as central counterparty for derivatives markets, (futures, forwards, options and swaps); for spot
U.S. dollar contracts (dlar pronto); Brazilian government bonds (spot, forward, outright and repos, and securities lending) ;
equities and debt securities (covering the cash, forwards, options, futures and securities lending market). As a result, we are
directly and indirectly exposed to credit risk from related to clearing members and clearing agents, to brokerage firms and their
customers, and other institutions licensed as participants of our clearinghouses.
Default by any of these market participants may expose us to market risks associated with positions held by their customers,
because in performing their role as central counterparty clearing house each of our clearinghouses must ensure all trades are
cleared and settled.
The amount of our potential exposure to such risks depends on the value of open positions of defaulting market participants, if
any, as well as the type of collateral they post as part of the safeguards structure and risk management tools adopted by our
clearinghouses.
If a market participant (whether a clearing member or agent, or brokerage firm or their customers) were to face credit or liquidityrelated difficulties, or even fail to settle trades or deliver assets or commodities required to be delivered, we would resort to
collaterals pledged as margin and the existing safeguards structure implemented as part of our central counterparty risk
management policies. However, in the extreme, should these protections and safeguards fail as well, we would have to resort to
certain cash availabilities and highly liquid financial investments or make use of certain segregated assets we hold, which ultimately
would adversely affect our cash flow and net asset position.
We may be unable to adequately respond to market demands.

Our ability to create and develop new products and services and to improve or adapt existing ones will be critical for the
consolidation and expansion of our presence in the exchange industry. In addition, bringing continuing innovation to our portfolio
of product and service offerings will require investing substantial financial and operating resources in information technology,
research and development and human capital. We may be unable to adequately respond to market demands, in particular by
deftly and timely rolling out new products and services whose features meet the multiple needs and requirements of the investing
public, market participants, the industry regulators, the Brazilian government and so forth, nor may we be certain as to the
reaction of the target audience.
In addition, the financial return on our investments may fall below expectations if our new offerings of products and services are
not as successful as anticipated or fail to earn regulatory approval.
We rely heavily on information technology and our systems for the operation of our business.
10
Our business relies heavily on a smooth operation of our computer systems and supporting communications systems. System
integrity, availability, throughput capacity and scalability, as well as state-of-the-art technology resources are key factors for the
performance of our operations and smooth functioning of the markets we operate, critical to give us the ability to attract market
participants and investors across the spectrum, all of which requires constantly investing in upgrading and enhancing our
information and communications technology systems.
In recent years, securities and derivatives traded through electronic platforms have grown significantly, and the introduction of
algorithmic and ultra high-speed trading translated into heightened demand for large capacity, high-performing systems capable
of processing the high-frequency order flow. If we are unable to continue to evolve and keep up with the rapid pace of technical
evolution, our operating performance and, therefore, our business and financial condition could be adversely affected.
In addition, electronic systems and communication networks can be vulnerable to unauthorized access, computer viruses, human
error and other security problems, such as terrorist acts, natural disasters, sabotage, power outages and other events of force
majeure. Our business, financial condition and results of operations could be materially and adversely affected if our information
security and business continuity measures were to be partially or entirely compromised, or in the event of a system breach or
financial-data theft, or of interruption or malfunction of our systems and communication networks. If any such incident were to
materialize, we could incur substantial expenses in order to remediate problems caused by security violations or system failures,
and would also be subject to disciplinary action or inquiries by the regulators. We intend to continue to use industry-standard
information security policies and measures which strengthen the integrity and reliability of our systems. However, if these
measures failed to prevent failures or delays in our computer systems or communication networks, we could face significant drops
in processed trading volume, which would materially and adversely affect our business, results of operations and the market price
of our shares.
Moreover, our backup systems, redundancy processes, crisis management and disaster recovery and prevention capabilities may
be insufficient to avoid such technology failures and/or problems or to ensure business continuity. If our preventive measures
and deterrents were to fail, a degradation of our systems or communication networks could result in complaints by customers
and market participants to the regulators or in lawsuits against us, or lead to regulatory probes into compliance failures by us in
terms of the applicable rules and regulations.
The complexity and importance of our technology processes correlate with exposures to risk of failures in executing business
operations while also involving systems development, validation and periodic maintenance in both the logical and physical
environments. A further aspect to be taken into account where information technology processes are concerned, to the extent
these processes depend on outsourced providers, involves the risk of performance failures by these providers, including as relating
to undue concentration of knowledge, resources, personnel or infrastructure, any of which could lead to failures or inactivity
affecting our systems and communication networks, or to system breaches or financial-data thefts, which could materially and
adversely affect our business operations.
Shortages of natural resources or crises affecting the energy sector may affect critical operations.
Our critical operations, our in-house and third-party information technology and communications systems and infrastructure, as
well as the maintenance of our premises, data centers, employees and contractors in our physical environments are fundamentally
dependent on an adequate supply of natural and energy resources.
We cannot guarantee that the government will be in a position to provide an adequate supply of natural resources and energy,
while contingency plans set in motion by the government, BM&FBOVESPA and participants may not be sufficient to minimize the
impacts on our operations.
We may be unable to successfully identify threats or business opportunities, accomplish our strategy or sustain
our competitive advantages.
We intend to continue to explore and pursue acquisitions and other strategic opportunities to strengthen our business and grow
our company, including opportunities to help us penetrate new markets, offer new products and services, and further develop or
enhance our trading systems and technologies. While in doing so we may pursue opportunities for acquisitions, strategic
investments, or strategic partnerships, joint ventures and other alliances, we can give no assurances that our efforts will be
successful. Additionally, we may be unable to successfully identify growth opportunities or fully realize the potential benefits from
existing or future strategic initiatives or alliances so as to grow our business, as well as in identifying threats to our position or
our projected position in the markets in which we operate at domestic and international level. And we may have to incur significant
expenses to address additional operating requirements related to our growth strategy, which could adversely impact our financial
condition and results of operations. Furthermore, some of our partnership agreements could restrict our ability to seek strategic
alliances with other important market players, which could prevent us from taking advantage of potentially identified business
opportunities. Moreover, we may be unsuccessful in appropriately responding to our strategic goals and projects due to internal
failures related to our decision-making processes, or to operational difficulties and the outsourcing if inadequate resources and
providers.
Damages to our credibility, reputation and image could adversely affect us.
11
Our reputation may be compromised in different ways, including as a result of failures in our self-regulatory functions, in our
technology resources or in completing transactions in our trading and post-trade systems. Our reputation may also be harmed by
leakages of confidential information or by events beyond our control, such as capital market scandals and scandals involving other
exchanges, which may adversely affect the investing publics perception of the capital markets as a whole. In addition, we also
run the risk of suppliers of products, services and labor, as well as employees, issuers, participants in our market and related
parties engaging in fraudulent or other inappropriate behavior, resulting in operational failures that would lead to regulatory
sanctions and investigations that could ultimately harm our reputation.
In respect of protecting intellectual property, reputation and brands, we can give no assurances that we would be successful in
preventing employees and third parties from copying or otherwise violating our image and reputation rights, branding rights or
intellectual property rights in technologies, services and products developed by us (such as stock indices or standard contracts).
Furthermore, our competitors and other companies or individuals may have secured, or may secure in the future, intellectual
property rights relating to technologies, products or services similar to those we offer or plan to offer. We can give no assurances
that we are aware at any given time of every last intellectual property right secured by other parties, or that we would successfully
pursue violations of our intellectual property rights through legal proceedings in order to enforce them, or successfully defend
ourselves against third-party allegations of rights violations.
Damages to our reputation, image and credibility could prompt issuers to delist securities from our exchange or organized OTC
market or drive prospective issuers to choose other listing venues, and could also discourage actual and prospective investors
from trading on the platforms we provide, which would cut trading volumes down, materially and adversely affecting our revenues,
our business, financial condition and results of operations. Additionally, a listed issuers inability to handle financial or reputational
problems and stop a deteriorating financial performance could negatively impact our image.
We rely on key management members to successfully conduct our business and run our business operations.
We believe our future success depends to a large extent on the capabilities and efforts as well as continued employment of our
executive officers and key management personnel. If one or more of our highly experienced senior managers or high-level
executives with deeply technical background were unable or unwilling to continue as part of our management team, and we were
unsuccessful in retaining equally qualified professionals, the loss of their services could have a negative impact on our business.
In addition, we may be unable to attract and retain qualified talent for positions we consider strategic for our future growth and
success.
We are exposed to multiple financial risks which, if materialized, could adversely affect the market price of our
shares.
Our policy on investing cash balances calls for preservation of capital, recommending that we focus on highly -conservative,
highly-liquid and lower-risk investment alternatives. This translates into substantial portions of our cash availabilities being
allocated to investments in Brazil government bonds, which for the most part pay floating rates that track Brazils benchmark
rate (Selic rate).
Effective from July 2010, we used the net proceeds from our US$612 million offering of senior unsecured notes due July 2020
to increase our ownership interest in shares of the CME Group. Starting from the notes issue date, we have designated as hedging
instrument that portion of the principal under the notes which correlates with changes in exchange rates in order to hedge the
foreign currency risk affecting that portion of our investment in CME Group shares which is attributable to the notional amount of
US$612 million. Given that we are required to assess the book value of the investment for impairment by comparing carrying
value and recoverable value, we may have to recognize an impairment loss at any time events or changes in circumstances
suggest the carrying value may not be fully recoverable, which thus expose us to risk of impairment and ensuing loss of the value
of our intangible asset.
The intangible asset involving goodwill on the expected future profitability created by the acquisition of Bovespa Holding is
submitted to an annual impairment test. The test in December 2014 showed there was no need for adjustments, and this is
supported by an evaluation report produced by external and independent specialists. However, an eventual decreased in trading
volume and consequent reduction in revenues earned in the Bovespa segment may alter the outcome of this evaluation.
Furthermore, credit rating agencies may issue a negative credit outlook regarding our capacity to service our debt in full and on
schedule, which would lead to a reduction in our credit rating.
b. Risks relating to the exchange industry
We face significant competition in our business as exchange and OTC market operator.
We face significant competition from foreign exchanges, particularly concerning trading with securities and derivatives, and we
expect that this competition will intensify in the future. Our current and potential competitors include a number of capital markets
operators, predominantly foreign-based exchange operators and operators of alternative trading venues, some of whom may be
planning to operate in Brazil at some point in the future. We compete in various aspects within different regulatory frameworks,
12
including with regard to fee rates, quality and speed of trading, liquidity, functionality, ease of use as well as performance of
trading systems, range of products and services offerings, and technological innovation.
If we are not successful in promptly adapting to structural changes in our markets, to technological and financial innovation and
other competitive factors, we could be unable to maintain or increase trading volumes, and the volume of our clearing and
settlement services, which could materially and adversely affect our business, revenues, financial condition and results of
operations. In the extreme, we could lose member market participants, investors and listed or potential issuers to the local
competition and, where issuers choose to list securities elsewhere, also to foreign-based exchanges or other trading venues.
Noncompliance with applicable legal and regulatory requirements could adversely affect our business.
We operate in a highly regulated and closely monitored industry, which is subject to an extensive, dynamic and complex regulatory
framework, and may be subject to increasing regulatory scrutiny by government regulators or private institutions, at national and
international level. This regulatory framework is designed to preserve the integrity of the capital markets and other financial
markets and to protect the interests of the investing public. Our business operations depend on prior authorization from
governmental regulatory agencies and on our ability to maintain our operating licenses, as well as our work in other jurisdictions
or non-resident investors in our markets are affected by regulations issued by international regulators. Moreover, our ability to
comply with applicable laws and regulations is highly dependent on our ability to maintain adequate systems and procedures.
Noncompliance with applicable legal and regulatory requirements could materially and adversely affect our business.
Legal and regulatory changes in Brazil and changes in standards implemented at an international level could adversely affect our
business and have a negative impact on current and future users of our products and services. For instance, the regulators may
implement changes which reduce the attractiveness of a listing on our markets, the the attractiveness of the services provided
by our clearinghouse and depository services, or encourage issuers and investors whose trade on our trading and post-trading
platforms to migrate to alternative market centers offering less restrictive trading, corporate governance or capital requirements.
The admission for trading of our shares on our own stock exchange, our responsibility as a self-regulatory
organization, our ownership structure and the performance of the members of our board of directors and advisory
committees could give rise to conflicts of interest and adverse effects.
The listing of our common shares on our own stock exchange (Bovespa segment) could engender conflict of interest issues related
to our operations as a self-regulatory organization (SRO) and our interests as a for-profit company. It is important to point out
that as a securities market operator, we are responsible for establishing listing, disclosure and reporting standards to be followed
by issuers both upon a listing, the on-going trading of the securities, offerings subsequent to the initial listing and when the issuer
decides to go private. We may be adversely affected in the event of any failures when these transactions are being structured
and executed, such as leaking of information about confidential transactions with the infrastructure of the organized market.
In addition, members of our board of directors and advisory committees may be in some way related to firms that have commercial
relations with us, meaning that they might interfere, bring influence to bear or take decisions for their own benefit regarding
products and services offered by us. The performance of managerial functions by members that participate in our market may
create information asymmetry problems, with adverse effects on the other shareholders and the company.
4.2.
Expectations regarding changes in exposure to risk factors.
We continually assess and weigh the risk factors to which we and our business are exposed, in particular those with potential
to materially and adversely affect our business, financial condition and results of operations. With the aim of managing,
controlling and mitigating these and other risk factors, we endeavor to improve our infrastructure, processes and services,
including by adopting plans and measures aimed at (i) providing efficient, reliable and low-cost systems for our operations (ii)
greater speed of response and reliable in making available information to support investment research, advisory and decisions ;
(iii) continuing monitoring of changes in the macroeconomic outlook that might influence our business; (iv) strengthening and
expanding the different ways to access our markets and trading systems; (v) implementing investor education programs, which
include retail investors, local and foreign institutional investors; (vi) enhancing our internal control, compliance , corporate
processes and risk structures, in addition to continuous surveillance of our market surveillance and its participants; and (vii)
lastly, this structure is responsible for assessing and monitoring the risk factors discussed under subsection 4.1 above and any
other risk event with potential to negatively impact our business. Our management is advised of the results of the monitoring
and assessment of risk factors through periodic reports to the board advisory committees (Audit Committee and Finance and
Risk Committee).
Additionally, given that we act as central counterparty clearing house to ensure trades carried out on our markets are
cleared and settled, we adopt risk management and safeguard structures at each of our clearing facilities with the aim of
controlling and mitigating the risks inherent in these activities. For further information on risk management and safeguard
structures, see the discussion under section 5 of this Form.
Moreover, we have been investing in post-trade integration, so as enhance the efficiency of the systems and services
13
we provide to participants, in addition to strengthening our competitive position while mitigating the risk of new
competitors entering the Brazilian equities and derivatives trading and post -trading market.
4.3
Arbitration proceedings; legal and administrative proceedings not protected by absolute privilege.
The Company and its subsidiaries are parties to administrative and court cases relative to matters of tax, labor and civil la w.
Our provisions policy has been established consistently with the guidelines provided under CVM Resolution No. 594 dated
September 15, 2009.
Given that the information presented herein in connection with court and administrative and arbitration proceedings include
outcome assessments based on criteria that differ from those contemplated under CVM Resolution 594/09, the tables belo w
include information about cases whose prospects for a defeat have been assessed as remote such that we have not reserved
their value at issue as contingent liabilities in our financial statements for periods preceding the date of this form.
It is important to point out that the criterion of relevance adopted by the Company to detail information regarding the following
processes consider, in addition to the potential impact of an unfavorable decision on out assets or financial condition, the
potential risks to our image and to our subsidiaries.
(I) Tax Cases

I.1 BM&FBOVESPA S.A. Bolsa de Valores, Mercadorias e Futuros (BM&FBOVESPA)
I.1.1)
Court of origin
Case No. 2007.61.00.030994-8

4 th Lower federal court of the judiciary subsection of So Paulo
Instance
Appellate court
Filing date
November 12, 2007
Litigating parties
Plaintiff: Bolsa de Mercadorias & Futuros BM&F S.A. (merged into BM&FBOVESPA on May 8, 2008)
Defendant: Brazilian Government
Amounts, assets, rights at

risk
R$33,944 thousand, adjusted for inflation until December 2014.
Main facts
Possibility of loss
This is a declaratory action seeking a court decree acknowledging the inexistence of tax relationship
permitting the government to charge Additional Social-Security Contribution levied at a rate of 2.5%
from financial institutions, either because the commodities and futures exchanges have only been
required to make such payment upon enactment of Decree No. 2173/97 (subsequently replaced wit h
Decree No. 3048/99), when there was no mention to them in Supplementary Law No. 84/96, or
because such decree has expanded the contribution base, which previously encompassed only the
payments to those service providers (self-employed) and now included also the payroll (employees).
BM&FBOVESPA deposits in court, every month, the amounts corresponding to the Additional Social
Security Contribution. Judgment was rendered granting the case. The appeal lodged by the Brazilian
Government is pending judgment by the 3 rd Regional Federal Court.
Remote
Analysis of impact in case

of loss
The amount in controversy has been deposited in court in full.
Provisioned amount
R$33,944 thousand (the amount in controversy has been provisioned irrespective of the
assessment of remote possibility of loss, because the subject matter of the case discusses a legal
obligation).
I.1.2)
Court of origin
Administrative Case No. 16327.001536/2010-80

Administrative Council for Tax Appeal (CARF)
Instance
Lower appellate administrative court
Filing date
November 26, 2010
Litigating parties
Claimant: Brazilian Federal Revenue Service

Respondent: BM&FBOVESPA S.A. Bolsa de Valores, Mercadorias e Futuros

risk
14
Main facts
The Brazilian Federal Revenue Service (RFB) drew up a tax assessment notice seeking to collect
corporate income tax (IRPJ) and social contribution on net income (CSLL), on allegation that, according
to the RFB, in the fiscal years 2008 and 2009, BM&FBOVESPA supposedly failed to pay levies for such
taxes on the amortization of goodwill from the merger of the shares of Bovesp a Holding S.A., approved
at the Extraordinary Shareholders Meeting held on May 8, 2008. BM&FBOVESPA received Tax
Assessment Notice on November 29, 2010, and on December 28, 2010, it filed an answer challenging
the assessment. On October 21, 2011, the lower court (Regional Tax Judgment Office) rendered a
decision granting the claim in part and reducing the tax liability amount, in view of the adoption of
erroneous criteria for calculation of the tax base relative to the fiscal year 2008 . BM&FBOVESPA appealed
from this decision to the Administrative Council for Tax Appeal in November 2011, and in December 2013
this administrative judgment body denied the appeal brought by BM&FBOVESPA and upheld the tax
assessment in a 3-3 ruling where the President of the panel, representing the Brazilian Federal Revenue
Service, recorded the casting vote against us. On March 25, 2015, the CARF denied the motion for
clarification. Pending publication of the decision, BM&FBOVESPA will be discussing with counsel the most
appropriate appeal strategy to be adopted.
Possibility of loss
Remote

of loss
Order to pay the amount in controversy.
Provisioned amount
No amount has been provisioned.
I.1.3)
Court of origin

Administrative Council for Tax Appeal
Instance
Appellate administrative court
Filing date
May 22, 2012
Litigating parties


risk
Main facts
The tax authority seeks to collect withholding income tax (IRRF) relating to the calendar year 2008, since
the RFB understands that BM&FBOVESPA is allegedly liable for withholding and paying the IRRF levied on
the supposed capital gain obtain by the non-resident investors of Bovespa Holding S.A., in view of the
merger of shares of this company by BM&FBOVESPA. BM&FBOVESPA received the Tax Assessment Notice
on May 22, 2012, and on June 21, 2012, it filed an objection, which was denied on July 2013. On March
10, 2015, the CARF denied the appeal lodged by BM&FBOVESPA. Pending publication of the decision, we
will be discussing with counsel our appeal strategy and the appropriate course of action to be adopted.
Possibility of loss
Possible

of loss
Provisioned amount
I.1.4)
Court of origin
Administrative Case No. 16327.721.146/2012-91

Instance
Filing date
October 30, 2012.
Litigating parties


risk
R$9.5 thousand IRRF Outright Fine, adjusted for inflation until December 2014.
Purpose and
main related
developments
Tax Assessment Notice relating to the impossibility to deduct, for purposes of calculation of the corporate
income tax (IRPJ) and social contribution on net income (CSLL), expenses paid by Bovespa Holding
S.A. relating to the commission of the intermediary institutions responsible for the seco ndary public
offering of distribution of the shares of Bovespa Holding S.A., carried out in 2007, as well as to the
liability for payment of the amount relating to the withholding income tax levied on part of the payments
made to the intermediaries that participated in such public offering. BM&FBOVESPA received the Tax
Assessment Notice on October 30, 2012, and on November 29, 2012, it filed and objection. The
objection was denied in January 2014. In August 2014, BM&FBOVESPA decided to use the special
payment conditions created by the tax settlement program (REFIS) for payment of the debt with regard
to the IRPJ and CSLL claims discussed in this case, but have they have continued to discuss the IRRF
Isolated Fine. As we agreed to pay the adjusted amount in cash, we obtained discounts related to
default interest and fines applicable to the case, which reduced the amount in controversy from R$123
15
million to R$69.2 million (amounts adjusted for inflation until August 2014). We currently await judgment
of the voluntary appeal filed with the Administrative Council for Tax Appeal, exclusively with respect to the
IRRF Outright Fine.
Possibility of loss
of loss
Provisioned amount
Remote, with regard to the IRRF outright fine (multa isolada) (R$9.5 thousand).
I.1.5)
Court of origin
Administrative Cases Nos. 16327.721.267/2012-33 and 16327.721.268/2012-88

Instance
Filing date
November 7, 2012.
Litigating parties


risk
R$94,828 thousand (social security contributions), plus R$50,504 thousand (outright fine for noncompliance
with ancillary tax obligation - IRRF), as updated through to December 2014.
Main facts
Tax Assessment Notice seeking to collect social-security contributions allegedly due on stock options
originally granted under the BM&F S.A. Stock Options Plan, assumed by BM&FBOVESPA and exercisable
by the Plan beneficiaries in the years 2007 and 2008), as well as outright fine (multa isolada) alleging
we have failed to retain and remit withholding income tax (IRRF) supposedly levied on the value
attributable to these stock options. BM&FBOVESPA received the Tax Assessment Notice on November
7, 2012, and on December 7, 2012, it filed an objection against the tax assessment. The objection was
denied in August 2013. On February 11, 2015, the CARF unanimously granted the appeal brought by
BM&FBOVESPA against the tax assessment notice related to the social-security contributions, quashing the
tax assessment notice. The case is now pending (i) publication of the decision concerning the assessment
related to the social-security contributions, at which time we will know whether the Office of the General
Counsel to the National Treasury (PGFN) has grounds for an appeal; and (ii) judgment of our voluntary appeal
lodged with the Administrative Council for Tax Appeal in respect of the outright fine.
Possibility of loss
Possible for the Social-security Contributions (R$94,828 thousand); and Remote for the fine due to the
failure to withhold the IRRF (R$50,504 thousand).

of loss
Provisioned amount

I.1.6)
Court of origin
Administrative Case No. 16327.721.519/2012-24

So Paulo Regional Tax Judgment Office Brazilian Federal Revenue Service
Instance
Lower administrative court
Filing date
December 19, 2012.
Litigating parties


risk
Main facts
Tax Assessment Notice levying supposed differences in the payment of corporate income tax (IRPJ) and
social contribution on net income (CSLL) resulting from questioning about the limit of deductibility of
interest on shareholders equity (JCP) credited by BM&FBOVESPA to its shareholders in the calendar
year 2008. BM&FBOVESPA received the Tax Assessment Notice on December 19, 2012, and on January
18, 2013, it filed an objection. The objection is now pending judgment by the So Paulo Regional Tax
Judgment Office.
Possibility of loss
Possible.

of loss
Provisioned amount
I.1.7)
16
Court of origin
Administrative Cases Nos. 16327.720.152/2014-93 and 16327.720.154/2014-82

Instance
Filing date
February 28, 2014
Litigating parties


risk
R$123,486 thousand (Social-security Contributions), plus R$49,490 thousand (IRRF fine), adjusted for
inflation until December 2014.
Main facts
Tax Assessment Notice claiming the supposed levy of social-security contributions due on stock options
of BM&F S.A. and of BM&FBOVESPA, specifically with respect to the fiscal years occurred in the years
2009 and 2010, as well as outright fine (multa isolada) resulting from failure to withhold the withholding
income tax (IRRF) supposedly levied on the value attributable to these stock options. BM&FBOVESPA
received the tax assessment notices on February 28, 2014, and it filed objections that were denied in
September 2014. We currently await trial of the voluntary appeals to the Administrative Council for Tax
Appeal.
The case is now pending judgment by the Administrative Council for Tax Appeal.
Possibility of loss
Possible for the assessment Social-security Contributions (R$123,486 thousand); and Remote for the
fine for failure to withhold the IRRF (R$49,490 thousand).

of loss
Provisioned amount
I.1.8)
Court of origin

So Paulo Regional Judgment Office of the Brazilian Federal Revenue Service
Instance
Filing date
April 2, 2015.
Litigating parties


risk
R$1,978,772 thousand, adjusted for inflation until April 1 st, 2015.
Main facts
Tax assessment notice of the Brazilian Federal Revenue Service questioning the amortization, for tax
purposes, in the fiscal years 2010 and 2011, of the goodwill generated upon the merger of shares of
Bovespa Holding S.A. into BM&FBOVESPA in May 2008. BM&FBOVESPA received the Tax Assessment
Notice on April 4, 2015, and will file an administrative objection within the statutory term.
Possibility of loss
Remote.

of loss
Provisioned amount
I.1.9)
Administrative Cases No. 16327.720.432/2015-82 and 16327.720.433/2015-27
Court of origin
Regional Judgment Office
Instance
Filing date
April 24, 2015 and May 5, 2015
Litigating parties
Amounts, assets,
R$73,948 thousand (Social-Security Contributions) and R$27,790 thousand (IRRF Fine) adjusted for inflation until
rights at risk
April 2015.
Tax Assessment Notice about the supposed levy of social-security contributions on options granted based on the
Stock Options Plans of BM&F S.A. and of BM&FBOVESPA, specifically with respect to the fiscal years occurred in the
years 2011 and 2012, as well as on the outright fine (multa isolada) resulting from failure to withhold the
Main facts
withholding income tax (IRRF) supposedly levied on the value attributable to these stock options.
BM&FBOVESPA received the Tax Assessment Notices relating to the contributions and to the fines, respectively, on
April 24, 2015 and May 5, 2015, and it will present the applicable objections within the statutory term.
Possible for the Social-Security Contributions (R$73,948 thousand) and Remote for the Fine due to the failure to
Possibility of loss
withhold IRRF (R$27,790 thousand).
Analysis of impact
in case of loss
Provisioned amount No amount has been provisioned.
17
I.1.10)
Case No. 0033653-41.1999.4.03.6100
Court
1st Federal Court of the Judiciary Subsection of So Paulo
Level
2nd Judicial Level
Filing Date
July 15, 1999
Parties to the
Plaintiff: Stock Exchange of So Paulo (BM&FBOVESPA is the successor of BOVESPA currently Associao Bovespa
proceeding
as a result of the merger of the spun-off portion of the capital of such association upon its demutualization in
2007)
Defendant: Federal Government
Amounts, assets or
R$44,214 thousand adjusted up to June 2015.
rights involved
Main facts
Declaration of inexistence of legal-tax relationship requiring BOVESPA to pay the Tax for Social Security Financing
COFINS up to January 1999, including on the receipt of fees, emoluments and "variable" contributions considering
that the amounts ascertained by BOVESPA are inherent to the exercise of its own activity, which does not
characterize revenue. Judgment was rendered which denied the action. Currently, the appeal filed by
BM&FBOVESPA is pending judgment.
Chances of loss
Possible
Analysis of impact in
The amount in dispute is fully deposited in court.
case of loss
Provisioned amount
There is no provisioned amount.
I.1.11)
Case No. 0033743-49.1999.4.03.6100
Court
11th Federal Court of the Judiciary Subsection of So Paulo
Level
2nd Judicial Level
Filing Date
July 15, 1999
Parties to the
Plaintiff: Securities, Commodities and Futures Exchange BM&F (BM&FBOVESPA is the successor of BM&F proceeding
currently Associao BM&F as a result of the merger of the spun-off portion of the capital of such association
upon its demutualization in 2007)
Defendant: Federal Government
Amounts, assets or
R$13,550 thousand adjusted up to June 2015.
rights involved
Main facts
Declaration of inexistence of legal-tax relationship requiring BM&F to pay the Tax for Social Security Financing
COFINS up to January 1999, including on the receipt of fees, emoluments and "variable" contributions considering
that the amounts ascertained by BOVESPA are inherent to the exercise of its own activity, which does not
characterize revenue. BM&F was granted an injunction suspending the enforceability of the tax credit. Judgment
was rendered which granted the action. The appeal filed by the Federal Government was denied. Currently, the
special appeal filed by the Federal Government is pending judgment.
Chances of loss
Possible
Sentencing to the payment of the amounts involved.
case of loss
Provisioned amount
There is no provisioned amount.
II.
Civil law cases
II.1 BM&FBOVESPA and BVRJ

II.1.1)
Court of origin
Case No. 2007.001167284-8

2 nd business court of the judicial district of Rio de Janeiro (RJ)
Instance
Superior Court of Justice
Filing date
October 2, 2007
Litigating parties
Plaintiffs: Naji Robert Nahas, Selecta Participaes e Servios S/C Ltda. and Cobrasol Companhia
Brasileira de leos e Derivados
Defendants: BVRJ and Bovespa Association

risk
R$10,000,000 thousand (claim for moral and property damages)

This is an action for damages (ordinary proceedings) in which plaintiffs seek to have BVRJ and the
18
Main facts
Bovespa Association ordered to pay damages for moral and property damage allegedly incurred as a
result of certain stock trades late in the 1980s. Following the answers and reply, judgment was
rendered against the Plaintiffs. The Plaintiffs and the defend ants filed motions to clarify, which have
been granted in part. The Plaintiffs next appealed the decision, which has been denied by the Court
of Appeals of Rio de Janeiro, so the Plaintiffs filed special and extraordinary appeals, which the higher
court refused to entertain. Subsequently, the Plaintiffs filed interlocutory appeals to the Superior
Court of Justice (STJ) and the Federal Supreme Court (STF). The STJ has recently issued a certiorari
order, accepting the special appeal for review. However, the special appeal has been entertained only
in part, and this part has been unanimously denied. The appellants filed a motion to clarify which
has also been denied. They have then filed a divergence motion (appeal against a divergent decision),
which is currently pending trial.
Possibility of loss
Remote
case of loss
Award to pay moral and property damage, which the Company understands would not reach the limit
defined as amount in controversy, even in the unlikely event that both the judgment and the appellate
decision were reversed by the higher courts.
Provisioned amount
II.1.2)
Case No. 96.0037050-8
nd
Court of origin
22
Instance
federal court of the judiciary subsection of So Paulo (SP)
Filing date
November 19, 1996
Litigating parties
Plaintiffs: Rubens Taufic Schahin et Al.

Defendants: BM&FBOVESPA, BVRJ, CVM, Indstrias de Chocolate Lacta S.A., Kraft Suchard Brasil
S.A., Kibon Indstrias Alimentcias Ltda. et Al.

risk
Payment of property damages, to be calculated in liquidation of the award. The amount in

controversy was amended to R$109,518 thousand (November 1996), which, however, does not
reflect the economic contents of the Plaintiffs claim.
Main facts
This is an action for damages where the plaintiffs seek compensation based on the difference
between the actual value of the preferred shares of LACTA, of which plaintiffs allege to have been
deprived, and the amount actually paid, in addition to loss of earnings (in the form of dividends not
earned). The plaintiffs allege to have been compelled to sell their shares in an auction at the then
BOVESPA, after the courts had annulled the decision of a shareholders meeting authorizing a share
issuance in which plaintiffs purchased their equity interest in Lacta shares. Kraft filed counterclaim,
seeking repayment of dividends previously paid. After the answers and reply, the lower court decision
denied the claim and counterclaim, ordering the plaintiffs and Kraft to pay fees of counsel. As a
result, the plaintiffs and defendants Kraft, Silb Participaes, CVM and Philip Morris appealed the
decision. In addition, BM&FBOVESPA and BVRJ filed adhesive appeal seeking to increase the
arbitrated fees of counsel. The Federal Regional Court denied the plaintiffs appeal and granted the
co-defendants appeals in respect only of the increase in arbitrated fees of coun sel. The plaintiffs
and Philip Morris filed special appeals, which have been answered and have not been accepted in
the Court of origin. The same parties filed interlocutory appeal against the decisions that have not
entertained the appeals. A decision by the Superior Court of Justice is currently pending.
Possibility of loss
Remote
case of loss
If the final decision were to award damages, the indemnity would be apportioned amongst the co defendants at an amount ultimately arbitrated in liquidation of award proceedings.
Provisioned amount
II.2 BM&FBOVESPA
II.2.1)
Case No. 0172946-23.2010.8.26.0100 (lower court case No. 583.00.2010.172946-2)
Court of origin
11 th civil court of the judicial district of So Paulo (SP)
Instance
Appellate court
Filing date
August 17, 2010
Litigating parties
Plaintiff: Bankruptcy estate of Spread Commodities Mercantil e Corretora de Mercadorias Ltda.

Defendant: BM&FBOVESPA

risk
Membership certificates held by plaintiff in the then BM&F (civil association), converted into shares
of BM&F S.A., currently BM&FBOVESPA. The value of a membership certificate as of December 2013
has been estimated at R$47,067 thousand plus payouts distributed until November 2007, in the historical
19
nominal amount of R$32,589 thousand and payouts paid until delivery of the shares.
Main facts
Action seeking declaration of nullity of the action performed by BM&FBOVESPA, which determined
seizure of the 3,278,554 shares of BM&FBOVESPA, which should integrate the assets of the estate,
as well as seeking that the Company be ordered to reimburse the losses caused with the impossibility
of sale of 1,629,461 shares at the price of R$20.00 per share, in addition to the amounts relating to
the dividends and corresponding interest on shareholders equity. We received service of process on
January 18, 2011, and filed an answer. On August 5, 2011, the claim was granted to declare that
the Plaintiff is the owner of 3,278,554 shares issued by the Defendant, ordering such shares to be
seized to integrate the bankrupt estate for sale, and ordering the Defendant to pay to the Plaintiff
the R$32,589 thousand upon the IPO, with adjustment for inflation and late payment interest at the
rate of 1% per month as from such date, and also ordering the Defendant to pay dividends and
interest on shareholders equity not paid in the amount of two million three hundred and twelve
thousand (R$2,312 thousand), adjusted for inflation and with 1% interest in arrears, in addition to
all dividends and interests due as a result of the ownership of these shares, as well as fees of
counsel, arbitrated at 10% of the total amount of the award. We have filed an appeal, which was
received with both suspensive and remanding effects. Judgment by the Court of Appeals is still
pending.
Possibility of loss
Possible

of loss
Recomposition the bankruptcy estate, in the amount equivalent to the market price of the security
in question, by means of the seizure of 3,278,554 shares issued by BM &FBOVESPA, in addition to
damages relating to the sale of shares of the then BM&F S.A., in the amount of R$32,589 thousand
(in November 2007), plus amounts relating to unearned dividends and interest on shareholders
equity evaluated, until then, at R$2,312 thousand, as well as those paid to the shareholders during
the case.
Provisioned amount
II.2.2)
Court of origin
Case No. 0204334-17.2005.8.26.0100 (583.00.2005.204334-9)

Instance
Filing date
November 30, 2005
Litigating parties
Plaintiff: Welinton Balderrama dos Reis

Defendant: BM&FBOVESPA (as successor to BM&F, following its demutualization, going -public and
merger with Bovespa Holding) and BM&F Association.

risk
Membership certificate in the then BM&F.
Main facts
This action seeks the annulment of a decision of the board of directors of the then BM&F, which
excluded the plaintiff from membership and cancelled his membership certificates due to default on
fees owed the exchange. He also seeks a valuation of his interest in common membership certificates
according to the rules provided in the bylaws in the period between 1990 and 1999. The Defendant
filed the answer, followed by the reply. Judgment was rendered and denied the claims. The plaintiff
appealed, which was denied, and the appellate decision acknowledged its right to liquidation of
assets. Both parties filed motions for clarification. The motion filed by BM&FBOVESPA and BM&F
Association was granted in part, and the plaintiffs was denied. The plaintiff then filed both special
and extraordinary appeals. A second motion for clarification filed by BM&FBOVESPA and BM&F
Association was denied. However, due to clerical error and other reasons, we filed another motion,
and the lower court judge accepted to correct the clerical error. In order to have the motion reviewed
by the higher court, we then filed regulatory appeal, whose judgment upheld the appealed decision,
declared the co-defendants and counsel malicious litigants for malicious use of process , subject to
related penalties. Subsequently, BM&FBOVESPA filed special and extraordinary appeals, which the
appealed court has entertained, remitting the case record to the higher courts for judgment. Our
special appeal was accepted with staying effects to avoid provisory enforcement of the appealed
decision. The plaintiffs appeals have not been entertained.
Possibility of loss
Possible

of loss
Payment of plaintiff's credits resulting from his exclusion from membership in the then BM&F, which
the Company estimates at R$2,282 thousand (amount for December 2014).
Provisioned amount
II.2.3)
Court of origin
Case No. 0206075-19.2010.8.26.0100 (583.00.2010.206075-4)

20
Instance
First instance
Filing date
November 23, 2010
Litigating parties
Plaintiff: Esboriol Participaes e Empreendimentos Ltda. and Fernando Alexandre Esboriol

Defendant: BM&FBOVESPA BM&F Association and Edemir Pinto.

risk
Amount equivalent to an authorization to operate as commodities brokerage firm and an

authorization to operate as special trader at the time of the public offering of shares.
Main facts
The plaintiffs in this action seek to annul the agreements for the assignment of the property rights of
commodities brokerage firm and special trader , on grounds of alleged defective consent, returning
them to the property of the Plaintiffs, upon conversion thereof in shares of BM&FBOVESPA. As
subsidiary claim, the plaintiffs seek damages corresponding to the number of shares, including shares
they would have been allotted were it not for supposedly having given defective consent to certain
demutualization transactions. The answers and the plaintiffs rebuttal were filed. Currently awaiting the
judge to decide on the motion for summary judgment filed by the defendants. The claims were denied
upon acknowledgment of preemption. We expect the plaintiffs will appeal seeking to reverse this
decision.
Possibility of loss
of loss
Remote
Institution of a negative precedent, enabling the membership certificates sold in the Share Buyback
Programs, which preceded the demutualization of the BM&F, to be questioned.
Provisioned amount
II.2.4)
Court of origin
Case No. 0117867-25.2011.8.26.0100 (583.00.2011.117867-5)

Instance
First instance
Filing date
February 25, 2011
Litigating parties
Plaintiff: Solidez Corretora de Ttulos e Valores Mobilirios Ltda.

Defendant: BM&FBOVESPA, BM&F Association and Edemir Pinto.

risk
Amount corresponding to a Commodity Broker Certificate upon the public offering of shares of BM&F.
Main facts
The plaintiff in this action seeks to annul the agreement for the assignment of the property certificate
of commodities brokerage firm, restoring the status quo ante and subject to subsequent amendments
(conversion of the certificate into shares or, as subsidiary claim, that the Defendant be ordered to
pay damages in the amount equivalent to the shares originating from the conversion of the property
certificate of commodities brokerage firm (35% according to the initial offering and 65% valued at
the current market price), less the amounts received by the sale of the certificate in the Repurchase
Program. The answer and plaintiffs rebuttal were filed. The claim was denied by the court. The
plaintiff filed motion for clarification, which was denied. Plaintiff appealed, which was granted to
annul the judgment. After the judgment was annulled and the case returned t o the lower court for
a new decision. However, the plaintiff filed motion for recusation due to bias, which has yet to be
decided.
Possibility of loss
Remote

of loss
Institution of a negative precedent, enabling the membership certificates sold in the Repurchase
Programs, which preceded demutualization of the BM&F, to be questioned.
Provisioned amount
II.2.5)
Administrative Misconduct Suits Nos. 1999.34.00020289-0 and 1999.34.00019665-0;
Class Actions Nos. 1999.34.00.009903-7, 1999.34.00.010188-7, and 1999.34.00.012074-3
Court of origin
22 nd civil court of the Federal District judiciary section
Instance
Appellate court
Filing date
These cases started between April 20 and June 25, 1999
Litigating parties
Plaintiffs: The Federal Public Prosecutors Office (administrative misconduct suits) and Luiz Carlos
Tanaka (class actions);
Defendants: Banco Marka S.A., Banco FonteCindam S.A., BM&F (Mercantile and Futures Exchange),
Edemir Pinto (in the capacity of Managing Director of BM&F, currently Chief Executive Officer of
BM&FBOVESPA), Antnio Carlos Mendes e Barbosa and Paulo Roberto Garbato (former officers of
BM&F) et Al.

risk
Refunding the Brazilian Treasury for alleged losses from certain trades carried out by the Central
Bank of Brazil and the Banks Marka and FonteCindam. The administrative misconduct suits include
claims for imposition of penalty fine and a writ banning the defendants from transacting with the
21
Government or being granted tax incentives.
Main facts
These are actions that seek to quash certain transactions in USD-denominated futures contracts
carried out in January 1999 by the Central Bank of Brazil, and claim indemnification for losses and
damages from the persons involved in the transactions and their beneficiaries. The then BM&F (civil
association), succeeded by BM&FBOVESPA and its former officers appear as co-defendants allegedly
for having allegedly consented to these transactions, which supposedly benefitted the Stock
Exchange itself, and for having elected to forgo with internal operations related to the clearing and
settlement process. The Defendants submitted their answer, followed by a reply. In its defense, BM&F
argued, among other things, that it has not taken any action to justify being nam ed as co-defendant;
additionally the Stock Exchange ascertained no benefit whatsoever from any of the Central Bank
transactions that (January 1999) led to the currency devaluation. The court granted requests for an
expert examination to be carried out. In addition, given the identity of purposes found in these
actions, the expert opinion has been accepted as valid for all of the cases.
On March 15, 2012, judgment was rendered and the claims were granted to declare most of the
defendants in the aforementioned cases, including BM&F, jointly and severally liable. The sum of the
adverse awards amount to R$7,005 million. According to one of the decisions, part of this amount
(up to R$5,431 million) may be offset against gains the Central Bank made by avoiding to use its
international reserves. These amounts are stated as at January 1999 and, under the court order,
should be restated to include adjustment for inflation, interest in arrears and loss of suit expenses.
Furthermore, BM&F and some of the defendants were also charged with administrative misconduct.
In the case of BM&F, the penalties for administrative misconduct would include a five -year ban on
transactions with the Government, and on its ability to receive direct or indirect tax incentives and
other benefits for a term of five (5) years, as well as payment of civil fine amounting to R$1,418
million.
The claims have been denied with respect to Defendant Edemir Pinto.
After these decisions were published, we filed motion for clarification of judgment, wh ich have been
denied. We have subsequently filed appeals, which are currently pending a decision by the Federal
Regional Court.
Possibility of loss
Remote
case of loss
Compensation for losses incurred by the Treasury, which pursuant to the judgments amount to
R$7,005 million, of which, according to one of the decisions issued thus far, the gains made by the
Central Bank of Brazil obtained due to the avoidance of use inte rnational reserves, in the amount of
up to R$5,431,000 thousand may be deducted; payment of civil fine in the amount of R$1,418 million;
ban on transactions with the Government, and on its ability to receive tax incentives and other
benefits. The amounts refer to January 1999 and they shall be adjusted for inflation, plus late
payment interest, and costs of loss of suit.
Provisioned amount
II.2.6)
Case No. 0612656-34.2000.8.26.0100 (000.00.612656-1)
Court of origin
3 rd civil court of the judicial district of So Paulo (SP)
Instance
Federal Supreme Court
Filing date
September 18, 2000
Litigating parties
Plaintiff: Capitnea Distribuidora de Ttulos e Valores Mobilirios Ltda.

Amounts, assets, rights

at risk
This lawsuit seeks to annul the collection of fee relating to the rights to operate as Commodity Broker
and Clearing Participant Member both held by Capitnea, after fixation of the fee resolved upon on
December 22, 1999.
Purpose and
main related
developments
This is an annulment action seeking to quash a resolution of the Board of Directors dated December
22, 1999 of the then BM&F (civil association), relating to the system to charge trading fees
(emolumentos de prego) from holders of rights to operate as Commodity Brokers and Clearing
Members, including holders that are undergoing extrajudicial liquidation, and which are therefore not
permitted to operate. The Defendant filed the answer, followed by the reply. Subsequently, judgment
was rendered denying the claim and recognizing the charge of fees by BM&F as lawful. The plaintiff
appealed and the Defendant filed the appellee`s brief. The Court of Appeals denied the appeal. The
plaintiff then filed motion for clarification, which was denied. This was followed by plaintiffs special
and extraordinary appeals, which have not been entertained. Plaintiff then filed interlocutory appeals
addressed to the Supreme Federal Court seeking a review of the appealed judgment. The court
refused to entertain the interlocutory appeal filed in the record of the special appeal. In turn, the
plaintiffs interlocutory appeal filed in the record of the extraordinary appeal was granted, and a
review of the case is now expected, because Reporting Justice Gilmar Mendes recognized a
correlation between this case and Topic 660 of the list of matters which meet the general
repercussion requirement, having ordered that the record of the case be remanded to the court of origin
until such time as the matter is decided.
Possibility of loss
Remote
22
case of loss
Any judgment for Plaintiff could imply, in addition to the nullity of the collections levied, a negative
precedent for the collection of emoluments from market participants that are underg round
extrajudicial liquidation, court-supervised reorganization or bankruptcy.
Provisioned amount
II.2.7)
Case No. 0006711-96.2012.8.19.0001
Court of origin
6 th business court of the judicial district of Rio de Janeiro (RJ)
Instance
Appellate court
Filing date
January 9, 2012
Litigating parties
Plaintiff: Tamoyo Investimentos S.A. C.T.V.M.

Defendants: BM&FBOVESPA and BVRJ
Amounts, assets, rights

at risk
The plaintiff seeks compensation for property damages allegedly resulting from plaintiff not having
been authorized to exchange its BVRJ membership certificates for membership certificates of the
then Bovespa, The damages shall be determined in liquidation of award.
Main facts
This is an action for damages where Tamoyo seeks to have BVRJ and BM&FBOVESPA jointly liable to
pay indemnification for substantial damages allegedly resulting from plaintiff not having been
authorized to exchange its BVRJ membership certificates for membership certificates of the then So
Paulo Stock Exchange, which in turn, would entitle to shares issued by BM&FBOVESPA. The co defendants filed their answers, and the Brazilian Securities Commission (CVM), acting as amicus
curiae, provided information and expressed opinion that the plaintiffs claim is groundless. The
judgment denied the claims, accepting the argument that Tamoyo has failed to meet the
requirements established by BVRJ for the exercise of the right to the exchange. Tamoyo a ppealed;
the Court of Appeals of Rio de Janeiro granted the appeal, reversing the lower court decision to order
the co-defendants to pay damages, the amount of which is to be determined in liquidation of the
award. Each of the co-defendants filed motions for clarification, which were denied. They then filed
special and extraordinary appeals, which have not been entertained. BVRJ filed a motion for
clarification of this decision, which is now pending ruling. BM&FBOVESPA, in turn, filed interlocutory
appeals against these decisions, which, after Tamoyo is notified for objection, will be sent for
consideration by the higher courts.
Possibility of loss
Possible
case of loss
Order to pay property damages, which amount shall be arbitrated in liquidation by determination.
Provisioned amount
Provisioned amount
II.3 BVRJ
II.3.1)
Court of origin
Case No. 0126206-81.2005.8.19.0001 (2005.0011280485)

7 th business court of the judicial district of Rio de Janeiro State of Rio de Janeiro
Instance
First instance
Filing date
October 14, 2005
Litigating parties
Plaintiff: Estate of Marco Antnio da Silva Abreu.

Defendant: BVRJ

risk
Reimbursement for the shares supposedly traded by means of the Brokerage Firm Tamoyo, and which
have not been found in the Plaintiff`s account at the CLC (BVRJ) and proceeds distributed in the
period.
Purpose and
main related
developments
The action seeks reimbursement for the shares supposedly traded by the Plaintiff by means of the
brokerage firm Tamoyo, and which have not been found in the Plaintiff`s account at the CLC (BVRJ).
The Plaintiff claims negligence on the part of BVRJ/CLC allegedly for having failed to provide the
auditors with adequate documentation of the relevant operations, so that the auditors reported
findings supposedly contradicted reality. With the action, the Plaintiff also wishes to be compensated
for the moral damages he claims to have suffered due to the disappearance of its shares. BVRJ
answered; the plaintiff replied; the technical expert investigation followed. Judgment was rendered
granting the claim in part, ordering BVRJ to deliver 1,463,658 common shares of Banco .do.Brasil
plus 13,651 preferred shares of Petrobras, in addition to the payment of damages to the Plaintiff in
the amount of R$12.9 million related to dividends paid to the Banco do Brasil shares plus a R$139
thousand indemnity related to dividends paid to the Petrobras shares. The damages are to be paid
as adjusted for inflation from December 15, 2010, and accruing interest on arrears at a rate of 1%
23
per month as from date process was served. The decision further orders BVRJ to pay loss of suit
expenses plus fees of counsel arbitrated at 10% of the total amount of the award. BVRJ appealed.
The appeal was granted in part to annul judgment and order the case record to be remanded to the
court of origin for the expert investigation to be completed. The supplementary ex pert investigation
is now set to take place.
Possibility of loss
Possible

of loss
Any decision for the Plaintiff would require disbursement of the amount equivalent to the delivery of
1,463,658 common shares of Banco.do.Brasil and 13,651 preferred shares of Petrobras, plus
payment of the proceeds distributed in the period, adjusted for inflation, plus statutory interest.
Provisioned amount
III.
Labor law cases
Investigating authority
Civil Investigation No. 04300.2012.02.000/2

Labor Regional Attorneys Office of the 2 nd Region
Instance
First instance
Filing date
September 20, 2012
Parties to the case
Plaintiff: Labor Prosecutor`s Office.


risk
Not applicable.
Main facts
The Labor Prosecutor`s Office instituted this civil investigation following an inspection by the Ministry
of Labor and Employment, which raised concerns over alleged irregularities in the working hours of
the employees. In this respect, the company was required to explain the extension of the regular
working hours beyond the statutory limit, the failure to grant the minimum period of eleven
consecutive hours between working days and at least one-hour rest or meal periods during a working
day; with shorter periods set with regard to interns. BM&FBOVESPA presented the reasons for which
it believes that the civil investigation should not continue, since the situations seen by the inspection
were sporadic and originated from exceptional situations, and which required prompt actions by the
professionals involved. In addition, BM&FBOVESPA complies with the labor laws and also continues
seeking mechanisms to increase the quality of life of its employees. The case is curren tly pending a
decision of the Attorney General in charge of the investigation.
Possibility of loss
Possible

of loss
Signature of a Consent Decree with the Labor Prosecutor`s Office for compliance with the labor law
or filing of public civil action against the Company.
Provisioned amount
None.
4.4
Non-confidential lawsuits, administrative or arbitration proceedings against managers, former
managers, controlling shareholders, former controlling shareholders or investors.
As of the date of this Reference Form there were no non-confidential lawsuits, administrative or arbitration proceedings to which
the Company or its controlled companies were a party, against managers, former managers, controlling shareholders or former
controlling shareholders or investors of the Company or of its controlled companies.
4.5
Material confidential proceedings.
Other than as disclosed and discussed above, as of the date of this Reference Form there are no material proceedings protected
by absolute privilege to which either the Company or any of its controlled companies is a party.
4.6
Non-confidential lawsuits, administrative or arbitration proceedings collectively material.
I.
Labor Cases
As of December 31, 2014, our Company and subsidiaries were parties to 233 labor claims, divided into two main groups:
I Claims brought by former employees of the Company and of controlled companies. These refer to 119 lawsuits
(51.07% of the total) involving claims for the payment of salary differences resulting, among others, from overtime, equal
pay and premium for unhealthy work. In this group, 53 claims, involving R$17,239 thousand, have been assessed as
probable loss, whereas 39 claims, involving R$47,228 thousand, have been assessed as possible loss. A total of 26 cases
have been assessed as entailing remote possibility of loss.
24
Contingent liabilities
Number of
under claims assessed as
claims assessed
probable loss (in thousands
as a
of R$)
possible loss
50
17,172
37
3
67
0
Number of
claims assessed
as probable loss
Party
Company
BVRJ
Banco BM&FBOVESPA
TOTAL
possible loss (in thousands
of R$)
39,302
0
7,926
53
17,239
39
47,228
II Third-party claims (other than former employees of the Company and its controlled companies). These refer
to 114 lawsuits (48.93% of the total) seeking to have the Company or a controlled company held jointly and/or secondarily
liable on grounds that Precedent 331 of the Superior Labor Court (TST) is applicable. From this total, we note:
a) 24 lawsuits, where 22 have been brought against a number of brokerage firms and us by former pit traders that used to
work on the exchange floor and 2 lawsuits brought by the Capital Market Workers Union ( Sindicato dos Trabalhadores
em Mercados de Capitais) arguing that our former trading floor posed an environmental health hazard for traders and other
workers, who thus should have been compensated in the form of additional premiums for unhealthy work. The decisions
thus far issued by the courts upheld our arguments, having overruled the plaintiffs allegations, setting aside the notion
that we hold secondary liability in the litigated issues, because (i) the plaintiffs true employers were the brokerage firms
for which they worked, and the allegation of indirect employment by us is groundless, including as to cases where
premiums for unhealthy work are claimed; and (ii) the exchange floor has long been shut down, so that objective expert
evidence can no longer be obtained and the courts have refused to consider evidence possibly given in older cases. Thus,
the Company classifies the possibility of loss in these cases as remote, except for two cases in which the Company been
found jointly and severally liable with the brokerage company and which represent, in the aggregate, R$203 thousand,
in which the risk of loss is deemed probable.
b) 70 lawsuits have been brought especially by former employees of outsourced providers of cleaning and security services
of the Company, who claim differences in severance payments received from their former employers. Therefore, in 35
lawsuits, involving R$2,191 thousand, the possibility of loss of the Company is deemed probable; in 20 lawsuits, involving
R$1,789 thousand, the possibility of loss of the Company and its controlled companies is deemed possible; and in 15
lawsuits the risk of loss of the Company is deemed remote.
Involved
Party
Number of claims
assessed as
probable loss
thousands)
Number of claims
assessed as
possible loss
Contingent liabilities under

claims assessed as possible
loss (in R$ thousands)
35
2,191
20
1,789
35
2,191
20
1,789
Company
TOTAL
probable loss (in R$
c) 20 lawsuits have been brought by former employees of outsourced providers of IT services. The possibility of loss in 15
of these claims, involving R$11,089 thousand, have been assessed as probable; in 3 claims, involving R$645 thousand,
have been assessed as possible, and in 2 lawsuits the possibility of loss of the Company is deemed remote.
Party
Number of claims
assessed as
probable loss
probable loss (in R$
thousands)
Number of claims
assessed as
possible loss
Contingent liabilities under

claims assessed as possible
loss (in R$ thousands)
Company
15
11,089
645
TOTAL
15
11,089
645
d) The Company provisions in the accounting records the amount in controversy of the actions in which its possibility of loss
is assessed as probable. For this reason, the Company understands that these labor claims entail no material risk to our
business.
II.
Tax Cases
There are no lawsuits, administrative or arbitration proceedings consisting of repetitive or connected cases of a tax nature,
whether or not protected by absolute privilege, whose outcome (taken collectively) could materially affect us or any of our
subsidiaries.
III.
Civil Law Cases
(III.1)
Repetitive Cases I
25
Plaintiffs; courts and

case numbers
a) Ordinary Action No. 0244812-62.2008.8.26.0100 (former 583.2008.244812-9), of the 37th Civil Court of the
Central Courthouse, currently in the Appeal phase (AC No. 0244812-62.2008.8.26.0100) Plaintiff: Antonio
Carlos Rago Cano;
b) Ordinary Action No. 583.00.2008.125496-6, of the 16th Civil Court of the Central Courthouse, currently in the
Appeal phase (AC No. 0125496-55.2008.8.26.0100) Plaintiff: Paulo Roberto Ferreira de Sena;
c) Ordinary Action No. 9204350-79.2009.8.26.0000 (former 583.00.2008.125498-1) of the 24th Civil Court of the
Central Courthouse, currently in the Appeal phase (AC No. 9204350-79.2009.8.26.0000) Plaintiff: Jurandir
Pinheiro de Castro;
d) Ordinary Action No. 583.00.2008.125499-4 of the 12th Civil Court of the Central Courthouse, currently in the
Appeal phase (AC No. 9138494-71.2009.8.26.0000) Plaintiff: Walter Silva Jnior;
e) Ordinary Action No. 0136416-88.2008.8.26.0100 (former 583.00.2008.136416-9) of the 2nd Civil Court of the
Central Courthouse, currently in the Appeal phase (AC No. 0136416-88.2008.26.0100) Plaintiff: Egemp Gesto
Patrimonial Ltda.;
f) Ordinary Action No. 583.00.2008.129505-7 of the 9th Civil Court of the Central Courthouse, currently in the
Appeal phase (AC No. 9000043-91.2008.8.26.0100) Plaintiff: Reginaldo Goncales da Silva;
g) Ordinary Action No. 0130365-61.2008.8.26.0100 (former 583.00.2008.130365-7) of the 8th Civil Court of the
Central Courthouse, currently in the Appeal phase (AC No. 0130365-61.2008.8.26.0100) Plaintiff: Solidez
Corretora de Cmbio, Ttulos e Valores Mobilirios Ltda.;
h) Ordinary Action No. 0125495-70.2008.8.26.0100 (former 583.00.2008.125495-3) of the 9th Civil Court of the
Central Courthouse, currently in the Appeal phase (AC No. 0125495-70.2008.8.26.0100) Plaintiff: Roberto
Magalhes Duprat;
i) Ordinary Action No. 0129506-45.2008.8.26.0100 (former 583.00.2008.129506-0) of the 40th Civil Court of the
Central Courthouse, currently in the Appeal phase (AC No. 0129506-45.2008.8.26.0100) Plaintiff: Jair do
Nascimento;
j) Ordinary Action No. 0130362-09.2008.8.26.0100 (former 583.00.2008.130362-9 ) of the 9th Civil Court of the
Central Courthouse, currently in the Special Appeal phase (Resp No. 1.328.897/SP) Plaintiff: Aureum Corretora;
l) Ordinary Action No. 0101785-84.2009.8.26.0100 (former 583.00.2009.101785-7) of the 39th Civil Court of the
Central Courthouse, currently in the Appeal phase (AC No. 0101785-84.2009.8.26.0100) Plaintiff: Banex
Distribuidora de Ttulos e Valores Mobilirios;
m) Ordinary Action No. 0243345-48.2008.8.26.0100 (former 583.00.2008.243345-0) of the 1st Civil Court of the
Central Courthouse, currently in the Appeal phase (AC No. 0243345-48.2008.8.26.0100) Plaintiff: Carmine
Enrique Filho;
n) Ordinary Action No. 583.00.2009.197829-0 of the 12th Civil Court of the Central Courthouse, currently in the
Appeal phase (AC No. 0197829-68.2009.8.26.0100) Plaintiff: Future Premium;
o) Ordinary Action No. 583.00.2008.212130-9 of the 14th Civil Court of the Central Courthouse Plaintiff:
Granleo Comrcio e Indstria de Sementes Oleagiosas e Derivados;
p) Ordinary Action No. 0197372-36.2009.8.26.0100 (former 583.00.2009.197372-7) of the 9th Civil Court of the
Central Courthouse, currently in the Appeal phase (AC No. 0197372-36.2009.8.26.0100) Plaintiff: Mario Cesar
Nassif da Fonseca;
q) Ordinary Action No. 0243341-11.2008.8.26.0100 (former 583.00.2008.243341-9) of the 37th Civil Court of
the Central Courthouse, currently in the Special Appeal phase (Resp No. 1.431.790/SP) Plaintiff: Renato
Enrique;
r) Ordinary Action No. 0212131-39.2008.8.26.0100 (former 583.00.2008.212131-1) of the 10th Civil Court of the
Central Courthouse, currently in the Appeal phase (AC No. 0212131-39.2008.8.26.0100) Plaintiff: Shan Ban
Chun;
s) Ordinary Action No. 0184184-39.2010.8.26.0100 (former 583.00.2010.184184-2) of the 15th Civil Court of the
Central Courthouse Plaintiff: Flavio Barreto Moreira;
t) Ordinary Action No. 0184065-78.2010.8.26.0100 (former 583.00.2010.184065-3) of the 39th Civil Court of the
Central Courthouse, currently in the Appeal phase (AC No. 0184065-78.2010.8.26.0100) Plaintiff: Jos Carlos
Citti de Paula;
u) Ordinary Action No. 0184083-02.2010.8.26.0100 (former 583.00.2010.184083-5) of the 8th Civil Court of the
Central Courthouse, currently in the Appeal phase (AC No. 0184083-02.2010.8.26.0100) Plaintiff: Ricardo
Lombardi de Barros;
v) Ordinary Action No. 0197368-96.2009.8.26.0100 (former 583.00.2009.197368-0) of the 34th Civil Court of
the Central Courthouse Plaintiff: Ernesto Matalon;
w) Ordinary Action No. 0184070-03.2010.8.26.0100 (former 583.00.2010.184070-3) of the 29th Civil Court of
the Central Courthouse, currently in the Appeal phase (AC No. 0184070-03.2010.8.26.0100) Plaintiff: Alexandre
de Freitas Nuzzi;
x) Ordinary Action No. 0184078-77.2010.8.26.0100 (former 583.00.2010.184078-5) of the 6th Civil Court of the
Central Courthouse Plaintiff: Rogrio Sandes Cardoso;
y) Ordinary Action No. 0183812-90.2010.8.26.0100 (former 583.00.2010.183812-8) of the 31st Civil Court of the
Central Courthouse, currently in the Appeal phase (AC No. 0183812-90.2010.8.26.0100) Plaintiff: Target
Consultoria Financeira;
z) Ordinary Action No. 0184197-38.2010.8.26.0100 (former 583.00.2010.184197-7) of the 5th Civil Court of the
Central Courthouse, currently in the Appeal phase (AC No. 0184197-38.2010.8.26.0100) Plaintiff: Vagner
Blantes;
aa) Ordinary Action No. 0183536-59.2010.8.26.0100 (former 583.00.2010.183536-2) of the 31st Civil Court of
the Central Courthouse, currently in the Appeal phase (AC No. 0183536-59.2010.8.26.0100) Plaintiff: Edson
Carreti;
ab) Ordinary Action No. 0182475-66.2010.8.26.0100 (former 583.00.2010.182475-4) of the 36th Civil Court of
the Central Courthouse, currently in the Appeal phase (AC No. 0182475-66.2010.8.26.0100) Plaintiff: Treviso
Corretora.
26
ac) Ordinary Action No. 0003437-55.2014.8.26.0100, of the 12th Civil Court of the Central Courthouse (former
No. 0019539-14.2010.4.03.6100, of the 2nd Civil Court of the Federal Justice, Judiciary Section of So Paulo)
Plaintiff: Esboriol Participaes e Empreendimentos Ltda.
ad) Ordinary Action No. 0151231-90.2008.8.26.0100 (former 583.00.2008.151231-9) of the 19th Civil Court of
the Central Courthouse, currently in the Appeal phase (AC No. 0317709-63.2009.8.26.0000) Plaintiffs: Carlos
Eduardo Chamma Lutfalla et al.
Defendant
BM&FBOVESPA and BM&F Association (both of them or only BM&FBOVESPA, as the case may be).
Involved amounts
The lawsuits involve the ownership rights in membership certificates of the then BM&F (civil association),
and corresponding conversion into shares issued by the then BM&F S.A., currently BM&FBOVESPA. The
financial value of any award shall be determined by calculation in liquidation of the award.
Main facts
These are ordinary actions in which the Plaintiffs sustain irregularities have occurred in the 52 nd
Extraordinary General Shareholders Meeting (AGE), held to approve the demutualization and spin -off of
the BM&F, civil association. The Plaintiffs also object to the valuation of their membe rship certificates and
the corresponding conversion into shares, which have not taken into account earnings retained since 1994.
The plaintiffs claimed a preliminary injunction for annulment of the AGE or, alternatively/on a subsidiary
basis, nullity of the decision that approved the new value of the membership certificates, ordering the
Defendants to refund losses supposedly incurred by the Plaintiffs in view of the lack of participation in the
adjustments of the membership certificates originating from the last special balance sheet. The preliminary
injunctions have been denied by the lower or higher courts, which has not prevented regular conduction
of the AGE, on September 20, 2007. The Defendants have answered all actions, sustaining preliminary
arguments of lack of interest in the suit and the legal impossibility of the claim and, in the merits, they
have claimed the invalidity of the claims, in addition to offering appropriate arguments concerning the
peculiarities of each case. Except for the lawsuits filed by Flavio Barreto Moreira and Rogrio Sandes
Cardoso (items s and x above, respectively), lower court decisions have been issued for all other cases,
always denying the claim or dismissing the case without prejudice. Every one of these decis ions has been
appealed, except in the Lawsuit brought by Ernesto Matalon (item v above), which currently awaits
publication of the decision that denied the Motion for Clarification brought by the Plaintiff against the
judgment that denied the claim. In the lawsuit brought by Granleo (item o above), the lower court
refused to entertain the Appeal because it understood that the appeal bond had not been correctly paid.
Granleo filed Interlocutory Appeal No. 2058348-26.2013.8.26.0000, which has already been answered by
Bolsa and has still not been analyzed by the Court of Appeals. Higher court decisions are still pending in
connection with the appeals filed by Jurandir Pinheiro de Castro (item c above), Egemp Gesto (item e
above), Banex Distribuidora (item l above), Alexandre Nuzzi (item w above), Edson Carreti (item aa
above) and Esboriol Participaes e Empreendimentos Ltda. (item ac above). In all other cases, the Court
of Appeals denied the Appeals. The following plaintiffs have already appealed these judgments to the
Higher Courts: i) Antonio Carlos Rago Cano (item a above): Special Appeal, which has yet to be processed; ii)
Paulo Roberto Ferreira de Sena (item b above): Special Appeal, already answered by Bolsa, the entertainment
of which has been denied. Against this decision, the Plaintiff filed the corresponding Appeal, which has not been
processed so far; iii) Walter Silva Junior (item d above): Special Appeal, already answered by Bolsa, the
entertainment of which has been denied. Against this decision, the Plaintiff filed the corresponding Appeal, which
has not been processed so far; iv) Reginaldo Goncales da Silva (item f above): Special Appeal, which has yet
to be processed; v) Solidez Corretora (item g above): Special Appeal, already answered by Bolsa, the
entertainment of which has been denied. It is still possible to Appeal against this decision; vi) Roberto Duprat
(item h above): Special Appeal, already answered by Bolsa, the entertainment of which has been denied, by a
decision yet to be published; vii) Aureum Corretora (item j above): Special Appeal, registered with the Superior
Court of Justice under No. 1.328.897; viii) Carmine Enrique (item m above): Special Appeal, already answered
by Bolsa, currently awaiting the corresponding decision on prior admissibility; ix) Future Premium (item n
above): Special Appeal, which has yet to be processed; x) Mrio Nassif (item p above): Special Appeal, already
answered by Bolsa, the entertainment of which has been denied. It is still possible to Appeal against this decision;
xi) Renato Enrique (item q above): Special Appeal, registered with the Superior Court of Justice under No.
1.431.790; xii) Shan Ban Chum (item r above): Special Appeal, already answered by Bolsa, the entertainment
of which has been denied, by a decision yet to be published; xiii) Jos Carlos Citti de Paula (item t above):
Special Appeal, already answered by Bolsa, the entertainment of which has been denied. The Plaintiff Appealed
against this decision and the appeal has already been answered by Bolsa, but the case has not been sent to the
Superior Court of Justice so far; xiv) Ricardo Lombardi (item u above): Special Appeal, already answered by
Bolsa, the entertainment of which has been denied, by a decision yet to be published; xv) Target Consultoria
(item y above): Special and Extraordinary Appeal, already answered by Bolsa, the entertainment of which has
been denied. The Plaintiff Appealed from these decisions, but the appeals have not been processed so far; xvi)
Treviso Corretora (item ab above): Special Appeal, already answered by Bolsa, the entertainment of which has
been denied. The Plaintiff Appealed against this decision and the appeal has already been answered by Bolsa,
but the case has not been sent to the Superior Court of Justice so far; xvii) Carlos Eduardo Chamma Luftalla et
al. (item ad above): Special and Extraordinary Appeals already answered by Bolsa, the entertainment of which
has been denied in decisions yet to be published. In the Appeals brought by Jair do Nascimento (item i above)
and Vagner Blantes (item z above), there is still a term to file Motion for Clarification and/or Appeal to the
Higher Courts.
Practice originating
the contingency
Supposed irregularities related to the 52 nd Special Shareholders Meeting of the then BM&F (civil association),
the agenda of which was to approve the demutualization and spin-off of BM&F, civil association, as well as
the value of the membership certificates and corresponding conversion into shares issued by the then BM&F
S.A., current BM&FBOVESPA.
Possibility of loss
Remote
In view of the current context, the Company understands that any adverse award could only result in
compensation for losses and damage, since the claims for annulment can no longer be analyzed, in view of
27
case of loss
the impossibility of returning to the status quo ante. Considering the multiple assessment factors, the
Company further understands that in the remote event of loss, the indemnified amount shall be established
by a court order fixing the parameters thereof, without which it is not possible to estimate any loss.
Provisioned amount
(III.2)
Repetitive Cases II
Plaintiffs, courts and

case numbers
a) Ordinary Action No. 0155287-69.2008.8.26.0100 (former 583.00.2008.155287-5) of the 32nd Civil Court of the
Central Courthouse, currently in the Appeal phase (AC n 9175270-70.2009.8.26.0000) Plaintiff: Lawrence Pih;
b) Ordinary Action No. 0155286-84.2008.8.26.0100 (former 583.00.2008.155286-2) of the 37th Civil Court of
the Central Courthouse, currently in the Appeal phase (AC n 0155286-84.2008.8.26.0100) Plaintiff: Andr
Arantes;
c) Ordinary Action No. 0113283-80.2009.8.26.0100 (former 583.00.2009.113283-6) of the 13th Civil Court of the
Central Courthouse, currently in the Appeal phase (AC n 0113283-80.2009.8.26.0100) Plaintiff: Claudio
Monteiro da Costa;
d) Ordinary Action No. 0113286-35.2009.8.26.0100 (former 583.00.2009.113286) of the 23rd Civil Court of the
Central Courthouse, currently in the Appeal phase (AC n 0113286-35.2009.8.26.0100) Plaintiff: Fernando
Alexandre Esboriol;
e) Ordinary Action No. 0113284-65.2009.8.26.0100 (former 583.00.2009.113284-9) of the 2nd Civil Court of the
Central Courthouse, currently in the Appeal phase (AC n 0113284-65.2009.8.26.0100) Plaintiff: Henrique S.
Filho;
f) Ordinary Action No. 0113285-50.2009.8.26.0100 (former 583.00.2009.113285-1) of the 42nd Civil Court of the
Central Courthouse, currently in the Appeal phase (AC n 9177337-08.2009.8.26.0000) Plaintiff: Seeich Abe;
g) Ordinary Action No. 0184100-38.2010.8.26.0100 (former 583.00.2010.184100-2) of the 18th Civil Court of
the Central Courthouse, currently in the Appeal phase (AC n 0184100-38.2010.8.26.0100) Plaintiff: Carlos
Eduardo Miranda Teixeira;
h) Ordinary Action No. 0184181-84.2010.8.26.0100 (former 583.00.2010.184181-4) of the 25th Civil Court of
the Central Courthouse, currently in the Appeal in Extraordinary Appeal phase Plaintiff: Celso Rodrigues;
i) Ordinary Action No. 0184093-46.2010.8.26.0100 (former 583.00.2010.184093-9) of the 12th Civil Court of the
Central Courthouse, currently in the Appeal phase (AC n 0184093-46.2010.8.26.0100) Plaintiff: Correta
Corretora;
j) Ordinary Action No. 0184183-54.2010.8.26.0100 (former 583.00.2010.184183-0) of the 38th Civil Court of the
Central Courthouse, currently in the Appeal phase (AC n 0184183-54.2010.8.26.0100) Plaintiff: Edilson Morais
Alencar;
l) Ordinary Action No. 0184182-69.2010.8.26.0100 (former 583.00.2010.184182-7) of the 10th Civil Court of the
Central Courthouse, currently in the Appeal phase (AC still not registered in the Court of Appeals) Plaintiff:
Fabio Causso Feola;
m) Ordinary Action No. 0184076-10.2010.8.26.0100 (former 583.00.2010.184076-0) of the 27th Civil Court of
the Central Courthouse, currently in the Appeal phase (AC n 0184076-10.2010.8.26.0100) Plaintiff: Izael
Camillo dos Anjos;
n) Ordinary Action No. 0184060-56.2010.8.26.0100 (former 583.00.2010.184060-0) of the 27th Civil Court of
the Central Courthouse, currently in the Appeal phase (AC n 0184060-56.2010.8.26.0100) Plaintiff: Marcos
Bianco Bastos;
o) Ordinary Action No. 0184085-69.2010.8.26.0100 (former 583.00.2010.184085-0) of the 36th Civil Court of
the Central Courthouse, currently in the Appeal phase (AC n 0184085-69.2010.8.26.0100) Plaintiff: Roberto
Allan de Moraes Barros;
p) Ordinary Action No. 0184092-61.2010.8.26.0100 (former 583.00.2010.184092-6) of the 42nd Civil Court of
the Central Courthouse, currently in the Appeal phase (AC n 0184092-61.2010.8.26.0100) Plaintiff: Ronaldo
Caire;
q) Ordinary Action No. 0132917-28.2010.8.26.0100 (former 583.00.2010.132917-9) of the 7th Civil Court of the
Central Courthouse, currently in the Appeal phase (AC n 0132917-28.2010.8.26.0100) Plaintiff: Srgio Prado
Frigo;
r) Ordinary Action No. 0184067-48.2010.8.26.0100 (former 583.00.2010.184067-9) of the 28th Civil Court of the
Central Courthouse, currently in the Appeal phase (AC n 0184067-48.2010.8.26.0000) Plaintiff: Henrique
Bispo Pimentel;
s) Ordinary Action No. 0184068-33.2010.8.26.0100 (former 583.00.2010.184068-1) of the 36th Civil Court of the
Central Courthouse, currently in the Appeal phase (AC n 0184068-33.2010.8.26.0100) Plaintiff: Paulo Srgio
Albanezi;
t) Ordinary Action No. 0184196-53.2010.8.26.0100 (former 583.00.2010.184196-1) of the 11th Civil Court of the
Central Courthouse, currently in the Appeal phase (AC n 0184196-53.2010.8.26.0100) Plaintiff: Pedro Augusto
Spnola;
u) Ordinary Action No. 0184091-76.2010.8.26.0100 (former 583.00.2010.184091-3) of the 4th Civil Court of the
Central Courthouse, currently in the Appeal phase (AC n 0184091-76.2010.8.26.0100) Plaintiff: Ulisses Sandes
Cardoso;
v) Ordinary Action No. 0175422-97.2011.8.26.0100 (former 583.00.2011.175422-6) of the 39th Civil Court of
the Central Courthouse, currently in the Appeal phase (AC n 0175422-97.2011.8.26.0100) Plaintiff: BVL
Corretora;
w) Ordinary Action No. 0116425-24.2011.8.26.0100 (former 583.00.2011.116425-1), of the 30th Civil Court of
the Central Courthouse Plaintiff: Roberto Cordeiro Simes;
28
x) Ordinary Action No. 0126956-72.2011.8.26.0100 (former 583.00.2011.126956-4), of the 10th Civil Court of
the Central Courthouse, currently in the Appeal phase (AC n 0126956-72.2011.8.26.0100) Plaintiff: Robson
Rodrigo de Souza.
y) Ordinary Action No. 0019453-43.2010.4.03.6100 of the 12th Civil Court of the Federal Justice (Judiciary Section
of So Paulo) Plaintiff: Carlos Eduardo Rodrigues;
Defendant
BM&FBOVESPA and BM&F Association
Involved amounts
The lawsuits involve the membership certificates of the former So Paulo Commodities Exchange (Bolsa
de Mercadorias de So Paulo) - BMSP, and the equivalent number of shares issued by the then BM&F S.A.,
current BM&FBOVESPA (civil association). The financial value of any adverse judgment shall be determined
in liquidation of the award.
Main facts
These are actions brought against BM&FBOVESPA and the BM&F Association, whereby the plaintiffs seek
a court order declaring the ineffectiveness of a certain partial spin -off Protocol and Justification agreed
in September 2007 between the then BM&F (civil association) and the then BM&F S.A . The Plaintiffs sustain
that since they contemplate the termination of membership certificates in the then BM&F (civil association)
before the consolidation with BMSP had been completed, these provisions are allegedly incompatible with
the Memorandum of Understanding executed in 1991 between BMSP and the then BM&F (civil association).
Except for the lawsuits of plaintiffs Roberto Cordeiro Simes item w above) and Carlos Eduardo Rodrigues
(item y above), which are still pending trial, lower court decisions have been issued in all of the Actions,
either denying the claim or dismissing the case without prejudice. In each if these cases, the plaintiffs
appealed the decision. The appeals filed by Lawrence Pih (item a above) and Edilson Morais Alencar
(item j above) are still pending trial by the Court of Appeals. In the other cases, the Court of Appeals
denied the Appeals, it being understood that so far, the following Plaintiffs having appealed these
judgments to the Higher Courts: i) Fernando Esboriol (item d above): Special Appeal, already answered by
Bolsa, the entertainment of which has been denied, by a decision yet to be published; ii) Henrique S. Filho (item
e above): Special Appeal, already answered by Bolsa, the entertainment of which has been denied. Against this
decision, the Plaintiff filed the corresponding Appeal, which has not been processed so far; iii) Seeich Abe (item
f above): Special Appeal, already answered by Bolsa, the entertainment of which has been denied, by a decision
yet to be published; iv) Carlos Eduardo Miranda Teixeira (item g above): Special and Extraordinary Appeals
already answered by Bolsa, currently awaiting the respective decisions on prior admissibility; v) Celso Rodrigues
(item h above): Special and Extraordinary Appeals, neither of which has been entertained. Against these
decisions, the Plaintiff has already filed the corresponding Appeals. The Appeal in Special Appeal has already
been denied by the Superior Court of Justice, and against this appellate decision, the Plaintiff filed Extraordinary
Appeal, which has also not been entertained, pursuant to the provisions of articles 543-A and 543-B of the
Brazilian Code of Civil Procedure (CPC). The former Appeal in Extraordinary Appeal, in turn, has been stayed; vi)
Correta Corretora (item i above): Special Appeal, already answered by Bolsa, the entertainment of which has
been denied. Against this decision, the Plaintiff filed the corresponding Appeal, which has already been answered
by Bolsa, but still not sent to the Superior Court of Justice (STJ); vii) Fabio Feola (item l above): Special Appeal,
already answered by Bolsa, the entertainment of which has been denied, by a decision yet to be published; viii)
Izael Camillo dos Anjos (item m above): Special Appeal, already answered by Bolsa, the entertainment of which
has been denied, by a decision yet to be published; ix) Ronaldo Caire (item p above): Special and Extraordinary
Appeal, already answered by Bolsa, currently awaiting the corresponding decisions on prior admissibility; x)
Srgio Frigo (item q above): Special Appeal, already answered by Bolsa, the entertainment of which has been
denied, by a decision yet to be published; xi) Henrique Bispo Pimentel (item r above): Special Appeal, already
answered by Bolsa, the entertainment of which has been denied. Against this decision, the Plaintiff filed the
corresponding Appeal, which has not been processed so far; xii) Paulo Albanezi (item s above): Special Appeal,
already answered by Bolsa, the entertainment of which has been denied. Against this decision, the Plaintiff filed
the corresponding Appeal, which has not been processed so far;
xiii) Ulisses Sandes Cardoso (item u above): Special Appeal, which has not been processed so far; xiv) BVL
Corretora (item v above): Special Appeal, already answered by Bolsa, the entertainment of which has been
denied. Against this decision, the Plaintiff filed the corresponding Appeal, which has not been processed so far;
xv) Robson Rodrigo (item x above): Special and Extraordinary Appeals, already answered by Bolsa, the
entertainment of which has been denied, by decisions yet to be published. In the other cases in which the
Appeals have already been decided (Andr Arantes item b above, Claudio Monteiro da Costa item c above,
Marcos Bianco Bastos item n above, Roberto Allan de Moraes Barros item o above and Pedro Spnola
item t above), there is still term to file Motion for Clarification and/or Appeals to the Higher Courts.
the contingency
Supposed irregularities in the partial spin-off Protocol and Justification agreed in September 2007
between the then BM&F (civil association) and the then BM&F S.A., which, due to the fact that it
contemplates cancellation of the membership certificates in the then BM&F (civil association) before
implementation of the consolidation thereof with BMSP, is allegedly inconsistent with the Memorandum of
Understanding agreed in 1991 between BMSP and the then BM&F (civil association).
Possibility of loss
Remote
case of loss
Shares (or the market value thereof) equivalent to those granted to the former owners of membership
certificates in the then BM&F (civil association).
Provisioned amount
(III.3)
29
Repetitive Cases III
Plaintiffs, courts and

case numbers
a) Ordinary Action Case Record No. 0184098-68.2010.8.26.0100 (former case No. 583.00.2010.1840982) 7th Lower Civil Court of the Central Courthouse of So Paulo, currently at the appellate stage Civil
Appeal No. 0184098-68.2010.8.26.0100 Plaintiff: Henrique Bispo Pimentel;
b) Ordinary Action Case Record No. 0184069-18.2010.8.26.0100 (former case No.583.00.2010.184069-4)
1 st Lower Civil Court of the Central Courthouse of So Paulo, currently at the appellate stage (Civil
Appeal No. 0184069-18.2010.8.26.0100) Plaintiff: Marcos Bianco Bastos;
c) Ordinary Action Case Record No. 0184096-98.2010.8.26.0100 (former case No.583.00.2010.1840967) 2 nd Lower Civil Court of the Central Courthouse of So Paulo, currently at the appellate stage Civil
Appeal No. 0184096-98.2010.8.26.0100 Plaintiff: Seeiche Abe.
d) Ordinary Action Case Record No. 0184097-83.2010.8.26.0100 (former case No.583.00.2010.184097-1)
3rd Lower Civil Court of the Central Courthouse of So Paulo, currently at the appellate stage Civil
Appeal No. 0184097-83.2010.8.26.0100 Plaintiff: Srgio Carnelosso.
Defendant
BM&FBOVESPA and BM&F Association.
Involved Amounts
The lawsuits involve the adjusted value of acquisition of the membership certificate to operate as special
agricultural commodities trader or 10% of the value attributable to membership certificates issued to
special traders of the former BM&F (civil association). The financial value in the event of loss shall be
determined in liquidation of the award.
Main facts
These are actions against BM&FBOVESPA and Association BM&F against cancellation of the non-property
membership certificates of Special Agricultural Commodities Traders of the former BM&F at the time of
demutualization of BM&F, on the allegation that such cancellation could not have occurred without its
consent and/or corresponding indemnification. Therefore, they seek to annul the cancellation decision or, in
the alternative, as a secondary plea, to have BM&FBOVESPA and Association BM&F held liable for paying
damages. These actions were filed in September 2010 and the amount in controversy thereof was defined as
R$50,000.00. In all these cases, lower court decisions have denied the claims, and were appealed. The appeals
have also been denied. Against the appellate decisions that denied their Appeals, the Plaintiffs filed a Special
Appeal, it being understood that: a) the Special Appeal filed by Henrique Bispo Pimentel, which has been duly
answered by Bolsa, has not been entertained, by a decision yet to be published; b) the Special Appeal filed
by Marcos Bianco Bastos, which has been duly answered by Bolsa, is still pending admissibility; c) the Special
Appeal filed by Seeich Abe has not been processed so far; d) the Special Appeal filed by Sergio Carnelosso,
which has been duly answered by Bolsa, is still pending admissibility, which resulted in the filing of a
subsequent Appeal, which has not been processed so far.
the contingency
Cancellation of BM&F membership certificates to operate as special agricultural commodities trader of

BM&F, as a result of the demutualization and new corporate/operating structure of the entity, which
rendered the need to hold these certificates obsolete.
Possibility of loss
Remote
case of loss
Award for damages of the adjusted value for purchase of special agricultural commodities trader
membership certificates or, in the alternative, damages equivalent to 10% of the value attributable to
membership certificates issued BM&F special traders.
Provisioned amount
4.7
Other material contingencies
Other than the legal or administrative proceedings discussed under subsection 4.3 above, as of the date of this Reference Form
neither the Company nor its controlled companies had other material contingencies.
4.8
Rules applying in the country of origin and in the country in which the securities are held in custody
The Company has been duly organized under the laws of Brazil, and its securities are listed on the stock exchange in its country
of origin. Therefore, this item does not apply to the Company.
5. MARKET RISKS
5.1.
Quantitative and qualitative disclosure of the exposure to principal market risks
Sudden changes in macroeconomic conditions in Brazil and the Brazilian governments significant influence over
the domestic economy could adversely affect our business, results of operations and the market price of our
shares.
The volume of business in some of our primary business lines, including trading and post-trade services covering equities and
multiple derivatives, is directly exposed to risks related to the general performance of the Brazilian economy, which is heavily
influenced by the Brazilian governments policies, regulations and actions which intervene in the general direction of the domestic
30
economy, and in the capital markets and financial services industry. Certain factors and economic indicators, including, among
other things, inflation rates, interest rates, exchange rates, credit availability and liquidity in the domestic financial and capital
markets, impact the level of capital market activity both directly and indirectly ultimately influencing the volume of business on
markets we operate. In addition, uncertainty over whether the Brazilian government will implement changes in policies and
regulations, including changes in fiscal and monetary policies, in tax rates or the taxation system, or whether it will adopt a more
restrictive interpretation of existing rules that affect these or other factors contributes to economic uncertainty and heightens
market volatility, which could adversely affect the volume of business on markets we operate and, in the final analysis, our business,
cash flow, financial condition and results of operations, as well as the market price of our shares.
For a better understanding, we set forth below a list of developments with potential to affect economic indicators, and of
government actions and measures which, if implemented in the future, could potentially and adversely affect macroeconomic
conditions, the capital markets and financial services industry, as well as our business. These are examples only, based on past
experience, and we do not purport to provide an exhaustive list of any such factors, developments, actions or measures.
Changes in the level of economic activity and shifts in expectations for economic growth.
Economic slowdowns could adversely affect the performance of listed issuers and the market price of their shares;
The negative performance of a significant number of listed stocks could adversely affect the attractiveness of the stock market,
prompting investors to shun the domestic stock market;
Expectations of low economic growth could negatively affect the average volume of trading in derivatives contracts based on
interest rates, exchange rates and other derivative instruments.
Changes in the domestic benchmark interest rate and credit-crunch events.
Increases in the domestic benchmark interest rate could dampen the attractiveness of the stock market and elicit more interest
in fixed income investments;
The level of credit availability in Brazil could be negatively affected by interest rate rises, driving down demand from investors
and market participants for hedging instruments such as derivative contracts.
A general shortening of loan tenors could lead to investment concentration in short-term interest-based derivatives, which
could negatively impact our average revenue per contract (RPC) for such type of contracts, as we charge lower fee rates for
these types of contracts.
Changes in foreign exchange rates.
Changes in foreign exchange rates could adversely affect expected returns on investments from cross-border investors active
in the domestic equities and derivatives markets;
Heightened exchange rate volatility could adversely affect the volumes traded in FX contracts and US-dollar denominated
interest rate contracts.
The Brazil real to U.S. dollar exchange rate has a direct impact on our average rate per contract (RPC) for groups of derivative
contracts based on the exchange rates, on the US-dollar denominated interest rate and on certain commodities, as we our
revenue for these contract groups is denominated in U.S. dollars.
Changes in taxation and tax rates.
New taxes and increases in existing taxes on investments and returns on investments in products traded on markets we
operate could adversely and materially affect the attractiveness of, and volume of trading on these markets;
New taxes and increases in existing taxes on investments and returns on investments could prompt investors that customarily
deal on markets we operate to lose interest in capital market investing or to cut down on their volume of dealings.
Changes in the taxation system as currently applying to us and the capital markets, particularly as a result of the Brazilian
courts or the federal revenue adopting more restrictive interpretations of existing tax rules applicable to financial transactions,
stock market trades and trades in derivatives and commodities, could adversely affect trading volumes, thereby affecting our
business, financial condition and results of operations.
Adoption of capital controls or creation of restrictions or taxes on capital flows.
Government actions to implement changes in fiscal and foreign exchange policies, adopt foreign exchange controls and
restrictions on capital flows, including by introducing or raising taxes on financial or capital market transactions, or otherwise
intervening in the capital markets and the financial services industry, could adversely affect the willingness of local and foreign
investors and dampen the attractiveness of the domestic stock and derivatives markets.
Changes in the regulatory framework of the capital and financial markets.
Changes in policies and the legal and regulatory frameworks applying to the equities, commodity and derivatives markets we
operate could adversely affect our business.
Changes in the laws and regulations that apply to capital market investors and market participants that operate in Brazil could
adversely affect our business.
In addition, fluctuations in interest and exchange rates may adversely affect our net interest income, given that our interest
revenues substantially derive from investments in fixed rate assets whereas most of our interest expense is denominated in U.S.
dollars, as we are required to make U.S. dollar-denominated coupon payments under the senior unsecured notes issued in our
31
July 2010 (we have designated as hedging instrument that portion of the principal under the notes which correlates with changes
in exchange rates in order to hedge the net investment overseas).
Our business and the market price of our shares could be adversely affected by variable factors beyond our control,
including the global economic and financial landscape, the discretionary asset allocation strategies of major
international investors and the performance of stock and derivatives exchanges across the world.
We have no control over the perceived attractiveness of cross-border exchanges and the securities markets across the world, a
variable factor which could influence investor perception of the domestic securities markets and potentially have an adverse
impact on the volume of dealings in equities and derivatives processed in our trading and post-trade systems. Moreover,
cross-border investors account for a significant portion of the volumes traded in equities and derivatives on domestic markets. If
these investors were to change their asset allocation strategies to direct investment resources to other international markets, this
would adversely affect our business, results of operations and the market price of our shares.
Additionally, global economic slowdowns, inflation and exchange rate instability, credit squeezes and other global macroeconomic
factors could adversely affect the Brazilian economy both directly and indirectly and the markets where we operate.
5.2.
Market risk management policy

a.
risks against which protection through hedging is sought
Effective from July 16, 2010, we used the net proceeds from our US$612 million offering of senior unsecured notes due July 2020
to increase our ownership interest in shares of the CME Group, Inc. Nevertheless we have designated as hedging instrument that
portion of the principal under the notes which correlates with changes in exchange rates in order to hedge the foreign currency
risk affecting that portion of our investment in the CME Group Inc. which is attributable to the offering notional amount of US$612
million. Accordingly, we have adopted net investment hedge accounting pursuant to accounting standard Technical
Pronouncement CPC-38,for which purpose the hedging relationship has been formally designated and documented, including as
to (i) risk management objective and strategy for undertaking the hedge, (ii) category of hedge, (iii) nature of the risk being
hedged, (iv) identification of the hedged item, (v) identification of the hedging instrument, (vi) evidence of the actual statistical
relationship between hedging instrument and hedged item (retrospective effectiveness test) and (vii) a prospective effectiveness
test.
On testing backward-looking effectiveness, we adopt the ratio analysis method, also called dollar offset method on a cumulative
and spot basis. In the case of prospective effectiveness we use stress scenarios applied to the hedge variable. at the application
of the effectiveness tests showed on ineffectiveness as at December 31, 2014.
b.
hedging strategies
We designated as hedging instrument that portion of the principal under the Senior Unsecured Notes which correlates with
changes in exchange rates in order to hedge the foreign currency risk affecting that portion of our investment in the CME Group
Inc. which is attributable to the notional amount of US$612 million (a hedging instrument in a hedge of net investment in a
foreign operation).
c.
hedging tools used for protection
In order to hedge the foreign currency risk affecting that portion of our investment in the CME Group Inc. which is attributable
to the notional amount of US$612 million related to our July 16, 2010 senior notes offering whose proceeds funded our
additional acquisition of CME shares, we have designated that portion of the principal under the senior notes which correlates
with changes in exchange rates a hedging instrument in a hedge of net investment in a foreign operation, regarding which we
adopted net investment hedge accounting.
d.
guidelines adopted in managing these risks
For net investment hedge accounting, we adopt the guidelines provided by Technical Pronouncement CPC-38, namely
retrospective and prospective tests.
e.
if the issuer trades in financial instruments other than to hedge risks, explain why
Not applicable, as we make no use of derivatives or adopt hedging with respect to this investment.
f.
organizational risk management and control structure

32
The board of directors is supported by the Audit and risk and Finance Committees, which are advisory committees
established under our bylaws, with the following attributions:
Audit Committee: its primary attributions are to monitor and approve the internal control structure as well as our internal
and independent audit processes, which also involves appointing the independent auditors in addition to evaluating the
financial statements and the quarterly financial information, overseeing the department responsible for pr eparing the
financial statements, and the other competencies set out in our bylaws and in current regulations.
Risks and Finance Committee: This committees primary responsibilities include monitoring and assessing the market, liquidity,
credit and systemic risks associated with the markets we operate, with a strategic and structural focus, in addition to evaluating
our financial position and capital structure.
Internal Audit Board: The mission of this board is to provide the board of directors, the audit committee and the executive
board with independent, impartial and timely evaluations of the effectiveness of our risk management and governance
processes, in addition to adapting our internal controls and compliance with the rules and regulations associat ed with our
operations and those of our subsidiaries. The head of the audit board reports functionally to the board of directors and the
audit committee, The audit committee may periodically assess the performance of the head of the audit board, after consulting
the Executive Board.
Internal Controls, Compliance and Corporate Risk Board: Created in 2012, it is responsible for overseeing our internal controls,
compliance and corporate risk environment, in addition to monitoring the development and implementation of the action plans
submitted by the operations, support and information technology areas to mitigate the risks identified, for the purpose of
monitoring and enhancing internal controls while also ensuring that our employees comply with rules on securities trading as
set out in the internal Code of Conduct; any violations are forwarded to the Code of Conduct Committee. This board reports
directly to the CEO, providing information that supports the activities of our audit and risks and finance committees.
Additionally, we systematically test the hedge effectiveness retrospectively and prospectively relative to the hedging instrument
in a hedge of net investment in a foreign operation, in accordance with Technical Pronouncement CPC-38. The purpose of this
operation is to neutralize the foreign currency risk affecting our investment in the CME Group and the Senior Unsecured Notes
issued in July 2010.
g.
suitability of the operating structure and internal controls for assessment of the effectiveness of
the risk management policy
As discussed above, we systematically monitor the hedge effectiveness regarding the net investment in a foreign operation,
according to Technical Pronouncement CPC-38.
5.2. Significant changes in the primary market risks
There have been no changes related to the principal market risk factors to which the net investment in a foreign operation is
exposed. We have tested the hedge effectiveness, having determined that there was no realizable ineffectiveness.
5.3. Additional reportable information
Except as discussed above in subsections 5.1, 5.2 and 5.3 above, there is no additional reportable information concerning
market risks.
6. COMPANY HISTORY
6.1 / 6.2 / 6.4
Incorporation; duration; CVM registration date
Incorporation date: December 14, 2007 was the incorporation date of T.U.T.S.P.E. Empreendimentos e Participaes S.A., a
vehicle that gave rise to BM&FBOVESPA S.A., the Brazilian Securities, Commodities and Futures Exchange, resulting from the
integration of the businesses of the Brazilian Mercantile & Futures ExchangeBM&F S.A. and Bovespa Holding S.A. as approved
at their respective Extraordinary General Meetings of Shareholders of May 8, 2008.
Corporate type: Corporation.
Country of incorporation: Brazil
Duration: Our Company has been established for an indefinite period of time.
CVM registration date: On August 12, 2008, the Brazilian Securities Commission (CVM) registered BM&FBOVESPA as a public
company. Our registration as a market operator was obtained on May 19, 2009, pursuant to a decision of the full Board of
Commissioners.
33
6.3.
Brief History
BM&F Segment
BM&Fs trajectory of success and unprecedented accomplishments started in January 1986. In the early 1990s, BM&F consolidated
as a major Latin American venue for the trading of derivatives and commodities.
In 2000, BM&F first implemented an electronic system for the trading of derivatives. On June 30, 2009, it closed its trading floor
to become a fully electronic market.
In addition, in the aftermath of the Brazilian governments initiative to remodel the Brazilian Payment System, in 2002 BM&F
established its own foreign exchange clearing house.
A demutualization process began in 2007 in preparation of a going public process. At the time, the members equity rights were
detached from the market access rights and ultimately converted into equity interest.
In September 2007, General Atlantic LLC and BM&F agreed an acquisition agreement whereby General Atlantic purchased a 10%
interest in BM&F shares. One month later, in October, BM&F and the CME Group agreed a partnership involving a cross-investment
arrangement and the interconnection of their telecommunications networks for adoption of two-way order routing systems so
investors in both countries could trade in each others products. The scope of this partnership was widened in February 2010, as
discussed below under BM&FBOVESPA History.
In November 30, 2007, BM&F shares started trading under ticker symbol BMEF3 on the Novo Mercado listing segment of the Sao
Paulo Stock Exchange (Bovespa). And since August 20, 2008, BMEF3 shares were converted at a 1:1 ratio to BM&FBOVESPA shares
under ticker symbol BVMF3.
Bovespa Segment
The history of Bovespa dates back to 1890 when Bolsa.Livre was created. Early in the 1960s, Bovespa became a mutualized nonprofit stock exchange, a situation that prevailed until demutualization.
In the 1970s, the stock exchange implemented an automated system for the registration of trades. In addition, price quotes and
other market data regarding listed securities began to be promptly distributed via computer. And in the late 1970s Bovespa
pioneered the trading of stock options in Brazil.
Early in the 1980s two key factors were decisive in further driving development within the realm of the stock market: (i) the
introduction of mutual funds, including equity-oriented funds and pension funds, and (ii) the transition to an electronic booking
system from a physical custody process, which contributed to more efficient clearing and settlement processes, ultimately boosting
market liquidity.
In the early 1990s, in parallel with the trading pit, Bovespa introduced a computer-assisted trading system, or CATS, developed
by the Toronto Stock Exchange, which by the mid-1990s was replaced with an advanced system developed by then Paris Bourse.
In addition, the Brazilian Clearing and Depository Corporation (CBLC) was organized to operate as both a clearing house for
equities and central securities depository, with banking institutions participating as clearing members.
Later, in 2000, in an effort to drive growth in the domestic stock market and consolidate all Brazilian equity trading in a single
exchange, Bovespa led an integration program with the other eight stock exchanges then active in Brazil to become the only local
exchange operator for equities, accessed by brokers across the country. Moreover, in the same year Bovespa launched three
special listing segments which adopt additional and more stringent corporate governance requirements: Novo Mercado and Special
Corporate Governance Levels 1 and 2.
Then, in 2002, Bovespa started operating an OTC market for equities (an organized over-the-counter market, per applicable
regulations), which grew to concentrate all local trading in OTC equities and equity-based securities, and on September 30, 2005,
Bovespa closed its trading floor to become a fully electronic market.
On August 28, 2007, with the regulators approval of the demutualization of BOVESPA, the membership equity and market access
rights were detached in preparation for a corporate restructuring process, which combined the businesses of Bovespa and CBLC
under a holding company named Bovespa Holding. Trading of Bovespa Holding shares on the Novo Mercado segment began in
October 2007 under ticker symbol BOVH3. Later, in May 2008, the shares were converted into shares of BM&FBOVESPA BVMF3
at a ratio of 1:1.42485643 common shares plus 0.1 preferred shares. These preferred shares were subsequently redeemed at a
price of R$17.15340847 per share.
BM&FBOVESPA history
BM&FBOVESPA was incorporated in 2007 as a holding company named T.U.T.S.P.E. Empreendimentos e Participaes S.A. and
in April 2008 the shareholders changed its corporate name to Nova Bolsa S.A., meaning the New Exchange.
On May 8, 2008, the integration process that combined the businesses of BM&F and Bovespa Holding was approved by (i) merging
34
BM&F with Nova Bolsa S.A.; and (ii) merger of the shares of Bovespa Holding into Nova Bolsa S.A., and adoption of the corporate
name BM&FBOVESPA S.A. Bolsa de Valores, Mercadorias e Futuros (BM&FBOVESPA S.A. Securities, Commodities and Futures
Exchange).
This integration process gave rise to one of the largest exchanges across the world by market capitalization. BM&FBOVESPA
adopts a fully integrated vertical business model which encompasses infrastructure, products and services covering the entire
chain of trading and post-trading activities, as well as market data distribution, creation and production of indices, and application
software and systems development. As market operator, BM&FBOVESPA offers a fully-integrated, automated venue for the trading
of equities and derivatives, bonds and other debt securities and financial instruments; securities listings; a securities lending
facility; clearing and settlement facilities and a central securities depository (CSD). BM&FBOVESPA provides its clients with a wide
array of transaction possibilities ranging from buy and sell trades to execution of hedging strategies, arbitrage between markets
or financial assets, leveraging techniques, portfolio diversification and so forth, thus significantly contributing to the growth of the
Brazilian economy.
In February 2010, we agreed the Term Sheet of a global preferred strategic partnership with the CME Group that includes (i)
investments and joint commercial partnerships on international exchanges on a shared and equal basis; (ii) joint development
of a multi-asset class electronic platform for trading assets on exchanges or OTC; (iii) an increase in our equity investment in CME
shares to 5%, and (4) designation of a representative to sit on the CME Board.
On June 22, 2010, we executed definitive agreements with the CME Group (for a 15-year renewable term), and in July 2010. In
July 2010, we increased our equity interest in the CME Group, from 1.8% to 5%, becoming one of their largest shareholders.
Following this additional acquisition, we now account for this investment under the equity method of accounting by applying our
equity interest percentage over CMEs shareholders equity), recognizing the accounting effects in the statement of income.
Moreover, in 2011, we invested in our technology infrastructure laying the foundations of our new multi-asset class, multi-market,
integrated trading and clearing systems, and we implemented the module for derivatives and spot currency contracts of our new
electronic trading system, the PUMA Trading System, developed in cooperation with the CME Group.
Over 2012 we implemented important stages of our program to improve and refresh our technology infrastructure, including (i)
completion of development and testing of the equities module of our new multi-asset class, multi-market trading system, i.e., the
PUMA Trading System; (ii) announcement of a Post-Trade Integration Program (Programa de Integrao da Ps-Negociao,
or IPN), designed to integrate our four clearing houses into a single, multi-asset, multi-market clearing facility which will rely on
CORE , or CloseOut Risk Evaluation, to provide us with a new, cutting edge risk management framework, the lynchpin of a
solid clearing and risk management system architecture for our integrated clearing facility; (iii) start of construction of o ur new
Data Center. Completion of these projects is set to give market participants a high-capacity, high-performing, technology
infrastructure which will give us the ability to provide highly efficient, integrated clearing, settlement and risk managemen t
services.
In April 2013, we completed the implementation of our new multi-asset class, multi-market trading system, i.e., PUMA Trading
System, a landmark of the development of the domestic stock market. Then, in September, we announced changes to the
methodology for calculation of our benchmark stock index, the Bovespa Index, or Ibovespa, the first since 1968, in an effort to
correct recent distortions and to better measure and reflect the performance of local shares and the domestic stock market.
In the second quarter of 2014, the Company completed the construction of the new data center, located in Santana de Parnaba,
ensuring greater efficiency and robustness to the Exchange infrastructure. In August 2014, the Company implemented the
derivatives module of our new integrated clearing facility (Clearing BM&FBOVESPA), as part of the IPN, previously quoted. Finally,
after the implementation of the derivatives module, the Company released the schedules for development, testing and
implementation of the equities module, fixed income securities module and forex module, which will require specific approvals
from the Central Bank. For information on our product offerings, see section 7 of this Form.
6.5.
Principal corporate events involving the Company, subsidiaries or affiliates
As discussed in items 6.1 and 6.3 above, in its present configuration BM&FBOVESPA is the result of an integration and corporate
restructuring process that combined the businesses of BM&F and Bovespa Holding. Set forth below is a summary of the principal
shareholder approved merger transactions related to us and our subsidiaries:
At extraordinary general meetings held on May 8, 2008, the shareholders of BM&F and Nova Bolsa S.A., approved a merger
of the assets and liabilities of BM&F into Nova Bolsa S.A.;
At that same May 8 extraordinary meeting, the shareholders of Nova Bolsa S.A. also approved the absorption through
merger of all shares of Bovespa Holding then issued and outstanding, and changed the companys name to BM&FBOVESPA
S.A. Bolsa de Valores, Mercadorias e Futuros.
It should be noted that the share merger per se did not terminate Bovespa Holding, which remained a going concern and our
wholly-owned subsidiary until November 2008. Bovespa Holding (which changed its name to Bolsa de Valores de So Paulo
S.A. (or BVSP) and CBLC underwent the following phases of corporate restructuring:
At extraordinary general meetings held on November 28, 2008, the shareholders of each of BVSP and CBLC approved a
plan of merger with and into BM&FBOVESPA;
At an extraordinary general meeting held on November 28, 2008, the shareholders of BM&FBOVESPA approved a plan of
merger whereby BM&FBOVESPA absorbed through merger the assets and liabilities of each of BVSP and CBLC. The merger
implementation terminated the two merged companies.
35
Ultimately, as a result of these corporate transactions, the companies Bolsa de Mercadorias & Futuros - BM&F S.A (Brazilian
Mercantile & Futures Exchange), Bovespa Holding S.A., Bolsa de Valores de So Paulo S.A. BVSP (the Sao Paulo Stock Exchange)
and Companhia Brasileira de Liquidao e Custdia (or CBLC, the Brazilian Clearing and Depository Corporation) ceased to exist
after having merged with and into BM&FBOVESPA.
Moreover, at the combined annual and extraordinary shareholders meeting of BM&FBOVESPA held on April 20, 2010, the
shareholders approved our acquisition of additional shares of the CME Group agreed in connection with our global preferred
strategic partnership. As a result, we increased to 5% our total ownership interest in CME shares. The cross-holdings structure
discussed in subsection 6.3 above (under the heading BM&F Segment history) has been maintained.
We decided to discontinue our investment in the Brazilian Mercantile Exchange (BBM), waiving our rights to the memberships
issued by it in exchange for the discharge of our obligations as an associate, in addition to the complete exemption from any
liability for current and future liabilities and assets of BBM, except in cases of intent or gross fault duly declared in an unappealable
judgment. The special meeting of the shareholders of the Brazilian Mercantile Exchange was notified of this decision on December
16, 2014. For further information, go to note 24 Discontinued operations, of the standardized financial statements of December
31, 2014.
6.6.
Relevant petitions for bankruptcy or judicial or extrajudicial recovery proceedings
No application has been filed seeking a bankruptcy or judicial or extrajudicial recovery.

6.7.
Additional reportable information
There is no additional reportable information concerning any of the matters discussed under this section.
7. BUSINESS
7.1.
Overview of the business of the Company and subsidiaries
BM&FBOVESPA S.A., the Securities, Commodities and Futures Exchange ("BM&FBOVESPA, Company, we, us, our)
BM&FBOVESPA is the Brazilian exchange operator and manager of organized securities and derivatives markets, provider of
transaction registration, clearing and settlement services, acting primarily as central counterparty for financial settlement of
transactions carried out on its trading platforms. We at BM&FBOVESPA offer a wide range of products and services such as trading
and post-trading of stocks and other equity securities, corporate fixed-income securities and government bonds, exchange-traded
derivatives based on equities, stock indices, interest rates, exchange rates and currencies, commodities and other financial assets,
in addition to currency trading on the spot market. We also provide listing services for the registration of securities, depositary
receipts and debt securities, and operate a central securities depository and a securities lending facility. This product range reflects
our diversified and vertically integrated business model. Moreover, we hold a material membership interest in BM&FBovespa
Market Surveillance (BM&FBovespa Superviso de Mercados), or BSM, an association that oversees our activities and those of the
market participants, as well as the transactions closed by them, in accordance with CVM Ruling 461/07.
BM&FBOVESPA Settlement Bank (Banco BM&FBOVESPA de Servios de Liquidao e Custdia S.A.)

With the purpose of providing services that meet the specificities and peculiarities of the markets we operate, BM&FBOVESPA
established the BM&FBOVESPA Settlement Bank in 2004 as a wholly-owned subsidiary which offers market participants access to
our clearing facilities and central securities depository, providing services to facilitate clearing and settlement of transactions and
custody of securities and other financial assets. In addition, our Settlement Bank provides our clearing houses with access to the
Central Banks discount window, an added layer of protection against liquidity risk and a safeguard in case we need to seize
government securities given as collateral. Thus BM&FBOVESPA Settlement Bank acts as a settlement bank and custodian of
securities, providing custodian, legal and fiscal representation services.
BM&F (USA) Inc.

BM&F (USA) Inc., based in New York, operates as a cross-border representative office, establishing professional relationships
with other exchanges and market regulators, as well as prospecting customers for our markets within local regulatory constraints.
BM&FBOVESPA (UK) Ltd.

BM&FBOVESPA (UK) Ltd., based in London, operates as our overseas representative office, establishing professional relationships
with other exchanges and market regulators, as well as prospecting customers for our markets within applicable local regulatory
constraints.
Rio de Janeiro Stock Exchange, or BVRJ (Bolsa de Valores do Rio de Janeiro)

36
BVRJ is an inactive stock exchange, which since 2004 rents out space in its main office building. The Rio Exchange Convention
Center leases space for seminars, congresses, conferences, professional training sessions and private meetings.
BM&FBOVESPA Market Surveillance, or BSM (BM&FBOVESPA Superviso de Mercados)

Our self-regulatory function is performed through BSM. Thus it is responsible for overseeing and supervising market
participants, including us, in addition to identifying and preventing viol ations to applicable capital market laws and
regulations and unusual dealing or behavior that might threaten the stability, transparency and credibility of markets we
operate.
BM&FBOVESPA Institute (Instituto BM&FBOVESPA)

The BM&FBOVESPA Institute assists us in realizing our aspirations for sustainable development through the Institute, which was
created to integrate and coordinate our social investment projects. Within this context, the initiatives and activities developed by
the BM&FBOVESPA Institute focus more particularly on youth training and employability programs, as well as sports as a tool for
human development.
7.2.
Business segment information

a.
Products and services sold
BM&F Segment
The BM&F segment comprises markets for the trading of financial and commodity derivatives (including Brazilian-interest rate
contracts, U.S. dollar-denominated interest rate contracts, forex contracts, equity index contracts, commodity and commoditybased contracts offered as full-sized and, in certain cases, mini-sized contracts) and a spot currency market. Moreover, we offer
a wide array of post-trade services for trades carried out within our BM&F segment, which include registration, clearing and
settlement and risk management services performed using a highly efficient, high-performing system built around a solid and
sophisticated risk management framework, which assist us in ensuring we operate fair and orderly markets.
Transactions are settled through multilateral netting, with each clearing house acting as central counterparty (CCP) which provides
stability and efficiency to our markets while mitigating market participants exposure to credit risks. For this purpose, we rely on
a risk management system that calculates - for some contracts in real time and for others almost in real time the transaction
risks and the collateral required or effectively cover those risks.
Derivatives Clearinghouse. It manages risks, clears and settles exchange-traded futures and options contracts, as well as
OTC-traded swap contracts (in the latter case, upon the request from the counterparties). This clearinghouse trades index
derivatives in Brazilian real and US Dollar interest rates, currency rates, stock and commodities indices and mini contracts.
FX Clearinghouse. It accepts registration of trades, providing clearing, settlement and risk management services in
connection with spot U.S. dollar transactions (dlar pronto) traded on the Brazilian interbank market.
Bonds Clearinghouse. It accepts registration of trades, providing clearing, settlement and risk management services for
transactions in Brazilian government bonds.
We derive our revenues primarily from fees we charge for providing trading, registration, clearing and settlement and account
maintenance services. For our customers these fees represent the cost of trading in our systems. We typically calculate and
charge fee rates in Brazilian currency for payment through the settlement processes implemented at our cleari ng houses, the
exceptions being trading fees charged on certain transactions, including trades in agricultural commodity derivatives settled in
U.S. dollars in New York City under the rules of Brazilian National Monetary Council (CMN) Resolution No. 2.687.
Trading fees. We charge fees for trades executed on our trading platforms, including at position closeouts or transfers.
Exchange fees are calculated for each group of products with similar characteristics and purposes or relative to products
based on the same type of underlying asset, applying progressive discounts depending on volume bands.
Settlement fee. We charge fees for settling listed derivatives at position closeouts on maturity dates. These are charged
when a position is settled on the maturity date or on the financial settlement of a physical delivery.
Registration fees. A fee charged when opening and closing a position prior to maturity. It consists of fixed and variable
unit components that are calculated using the methodology of progressive discount based on trading volume bands and
according to specific fee schedules per product group;
Maintenance fees. These are fees we charge to monitor custody account positions and issue reports and statements. These
fees cover the operating costs of maintaining inactive accounts for positions in derivatives contracts. We calculate
maintenance fee based on a customers number of contracts outstanding at the close of business on a daily basis.
Fees we charge at our Derivatives Clearinghouse differ based on type of transaction (day trade or non-day trade), type of
contract and time to expiration or maturity. In addition, on setting fee rates for the different contracts and durations we also
take into account the implied volatility, existing market conditions and the fees charged in competing markets, among other
things. Typically, we charge higher fees for more volatile contracts, as they are riskier than the average. The most actively
traded derivatives contracts are Brazilian-interest rate futures (the primary contract being futures based on the local interbank
lending rate, or ID), for which we charge fee rates that vary in correlation with contract duration; forex futures, whose payoff
37
depends on the foreign exchange rates of two or more currencies (the primary contract being based on the Brazilian real to US
dollar actual exchange rate at a set date in the future); and derivatives based on equity indices, for which we typically cha rge
fees set at fixed rates, which in average vary in correlation with type of transaction and investor category.
The tables below set forth selected operating data for the BM&F segment with regard to average daily volume traded (ADV); revenues
per contract and trading volume distribution by investor category.
BM&F segment Average Daily Volume ADV
Year ended
December 31,
Realdenominated
interest rate
contracts
Forex
contracts
(In number of contracts)
Equity index
derivatives
USDdenominated
interest rate
contracts
Commodity
derivatives
Mini-sized
contracts
OTC
derivative
s
Overall
ADTV
)
2009
2010
2011
2012
2013
2014
Y-O-Y VAR.
2010/2009
2011/2010
Y-O-Y VAR. 2012/2011
Y-O-Y VAR. 2013/2012
Y-O-Y VAR. 2014/2013
Y-O-Y VAR.
843,480
1,683,623
1,797,215
1,925,725
1,856,691
1,417,448
447,093
540,623
495,537
493,883
494,123
493,878
80,015
89,406
123,273
143,088
113,572
118,608
78,298
89,714
145,222
149,843
155,867
219,608
10,236
12,898
13,235
11,218
9,187
10,200
52,637
75,605
114,432
165,746
208,234
310,609
9,273
12,866
11,726
9,173
10,086
12,442
1,521,032
2,504,736
2,700,639
2,898,676
2,847,761
2,582,793
99.6%
6.7%
7.2%
-3.6%
-23.7%
20.9%
-8.3%
-0.3%
0.0%
0.0%
11.7%
37.9%
16.1%
-20.6%
4.4%
14.6%
61.9%
3.2%
4.0%
40.9%
26.0%
2.6%
-15.2%
-18.1%
11.0%
43.6%
51.4%
44.8%
25.6%
49.2%
38.7%
-8.9%
-21.8%
10.0%
23.4%
64.7%
7.8%
7.3%
-1.8%
-9.3%
Mini-sized
contracts
OTC
derivative
s
Overall
Average RPC
Average rate per contract RPC

Year ended
December 31,
Realdenominated
interest rate
contracts
Forex
contracts
Equity
index
derivatives
(In Brazilian reais)
USDdenominated
interest rate
contracts
Commodity
derivatives
2009
2010
2011
2012
2013
2014
0.979
0.889
0.918
1.004
1.046
1,120
2.161
1.928
1.894
2.205
2.535
2,669
1.619
1.564
1.614
1.524
1.761
1,774
1.357
1.142
0.941
1.015
1.231
1,294
2.307
2.168
2.029
2.239
2.534
2,390
0.176
0.128
0.130
0.116
0.119
0,117
1.655
1.610
1.635
1.769
1.409
2,092
1.365
1.134
1.106
1.191
1.282
1,350
Y-O-Y VAR. 2010/2009
-9.1%
3.3%
9.3%
4.2%
7.1%
-10.8%
-1.8%
16.4%
15.0%
5.3%
-3.4%
3.2%
-5.6%
15.6%
0.7%
-15.8%
-17.6%
7.9%
21.3%
5.1%
-6.0%
-6.4%
10.4%
13.2%
-5.7%
-26.9%
1.4%
-10.8%
3.0%
-1.9%
-2.7%
1.6%
8.2%
-20.4%
48.5%
-16.9%
-2.5%
7.7%
7.6%
5.3%
Y-O-Y VAR.
2011/2010
Y-O-Y VAR. 2012/2011
Y-O-Y VAR. 2013/2012
Y-O-Y VAR. 2014/2013
BM&F segment Volume distribution by investor category

Year ended
December 31,
2009
2010
2011
2012
2013
2014
Financial
institutions
45.5%
42.4%
38.1%
34.5%
32.5%
29.6%
Institutional
buyers
Foreign
investors
24.3%
29.6%
32.5%
34.0%
35.9%
28.6%
20.0%
22.4%
23.0%
25.4%
25.4%
34.5%
(as a percentage)
Retail
investors
7.6%
3.9%
4.5%
4.5%
4.8%
6.1%
Corporate
investors
2.5%
1.7%
1.8%
1.6%
1.2%
1.1%
Central Bank
0.1%
0.0%
0.0%
0.1%
0.2%
0.2%
Bovespa Segment
The Bovespa segment comprises operations, products and services to support and manage the trading and post-trade cycles
for dealings carried out on the equities markets and over-the-counter markets. We offer market participants several tools and
mechanisms for the trading of variable income securities (including single stocks, exchange-traded funds (ETFs), Brazilian
depositary receipts (BDRs), equity-based derivatives (including stock warrants, locally known as subscription warrants), and
index-based derivatives, in addition to corporate debt securities and shares of real estate investment funds (or FIIs, similar to
U.S. real estate investment trusts, or REITs) and other CVM-authorized securities (such as units of collective investment
schemes), all of which are traded, cleared and settled in our fully-integrated electronic systems, resulting in a fully automated
process covering the entire chain of trading.
In post-trade services we are the only central counterparty (CCP) clearing house for transactions in equities, equity se curities,
equity and index derivatives and corporate bonds carried out on markets we operate, a provider of risk management services,
and operator of safeguard mechanisms we adopt to handle payment default and failed delivery. We act as central counterparty
for all clearing agents, absorbing the risks of counterparties in-between a trade transaction and its clearing and settlement,
38
carrying out multilateral activities to ensure the financial settlement and clearing of securities. We also provide settlement
services for public offerings of securities.
The primary revenue components we derive from our operations within the realm of our Bovespa segment are exchange or
trading fees and fees for clearing and settlement, which we charge at varying rates depending on the type of transaction and
investor category. Set forth below are brief descriptions of each of these markets.
Cash market. This is the market where buy and sell orders are executed for immediate delivery within a three -business-
Forward market. The market where buy and sell orders are executed for clearing and settlement as of a date se t by
Options market. This is the market for the trading of option contracts where a seller gives the option buyer the right,
Fixed-Income market. The market where private fixed income securities are bought and sold, subject to a settlement
day settlement cycle. Stocks traded on this market are bought and sold either as round lots (and their multiples) or as
odd lots (less than the standard trading unit).
both buyer and seller based on any of a number of dates predefined by us. Based on the agreed conditions for
clearing and settlement, a forward transaction may relate to: (i) ordinary forward contracts, an agreement to buy or
sell an asset at an agreed price with clearing and settlement taking place at a specified future time; (ii) flexible
forwards, agreements to buy or sell where the underlying stocks deliverable at expiration may be replaced with the
equivalent; and (iii) index forwards, in which case the agreed price is adjusted by an agreed index or rate on a daily
basis in the period between the trade execution and the settlement date (while other indices or rates may be used,
indexation is frequently agreed based on exchange rate or the IGPM, an inflation index).
but not the obligation, to buy (call) or to sell (put) a specified stock, equity -based security or stock index (the
underlying) on or before the option expiration date, at an agreed price (strike price), pursuant to option series that
are previously authorized for trading by us. Depending on whether or not they are exercisable at any time before
the option expiry date, or only upon expiration, these put or call options are said to be American -style or Europeanstyle options (respectively). The following types of options may be traded on this market: (i) stock options, which
are rights to buy or sell stock lots exercisable at specified exercise dates at a predefined strike price; and (ii) index
options, which are rights to buy or sell the index on or before the expiration date. Exercising a stock option entails
physical delivery of the underlying stocks, whereas exercising an index option implies paying or receiving cash for
the difference between strike price and closing price for the underlying index at exercise or expiration. In any event
the strike price under a stock option or index option may be indexed to an exchange rate or the IGPM or any other
index.
period ranging from 0 to 1 day. Securities can be traded on the exchange market for gross settlement (D +0) or
settlement by netting in D+O or D+1 and on the organized OTC market for gross settlement (D+0). Fixed income
market transactions take place on the PUMA Trading System, an integrated electronic environment for trading,
settling and depositing securities. The assets admitted for trading on this environment are debentures, real estate
receivables certificates (CRI), agribusiness receivables certificates (CRA), promissory notes, commercial papers, units
of receivables investment funds, (FIDC), and units of investment in FIDC units (FIC-FIDC).
The tables below set forth selected operating data and information regarding average daily trading value; average daily number of
trades, equity market capitalization and distribution of financial value traded by investor category related to our Bovespa segment.
Bovespa segment Average Daily Trading Volume ADTV
Years ended
December 31,
2009
2010
2011
2012
2013
2014
Y-O-Y VAR.
2010/2009
Y-O-Y VAR. 2011/2010
Y-O-Y VAR. 2012/2011
Y-O-Y VAR. 2013/2012
Y-O-Y VAR. 2014/2013
Cash market
(In R$ millions)
Forward market
(In R$ millions)
Options market
(In R$ millions)
Fixed-income market
(In R$ millions)
Overall ADTV
(In R$ millions)
4,943.7
6,031.6
6,096.3
6,861.3
96.5
147.4
118.0
103.4
245.0
307.9
276.3
280.1
1.6
1.8
1.1
6.0
5,286.8
7,094.5
6,975.8
22.0%
1.1%
12.5%
3.4%
-1.7%
91.5
82.4
52.7%
-19.9%
-12.4%
-11.5%
-10.0%
230.3
233.1
25.7%
-10.3%
1.4%
-21.0%
1.2%
1.4
1.1
12.5%
-40.4%
455.1%
-76.0%
-20.0%
7,417.7
6,488.6
6,491.6
7,250.7
7,292.5
22.7%
0.0%
11.7%
2.3%
-1.7%
Bovespa segment Average daily number of trades (volume)

Year ended
December 31,
Cash equities market

(in thousands)
Forward market
(in thousands)
Options market
(in thousands)
Fixed-income market
(in thousands)
Overall volume
(in thousands)
2009
270.6
1.3
60.4
0.007
332.3
2010
349.8
1.6
79.3
0.012
430.6
2011
476.5
1.1
89.6
0.013
567.2
2012
653.0
1.0
126.4
0.011
780.4
39
780.0
2013
2014
Y-O-Y VAR.
2010/2009
Y-O-Y VAR. 2011/2010
Y-O-Y VAR. 2012/2011
Y-O-Y VAR. 2013/2012
Y-O-Y VAR. 2014/2013
0.8
108.5
0.010
889.3
821.8
0.6
97.3
0.008
919.8
29.2%
36.2%
37.1%
19.4%
5.4%
18.4%
-26.7%
-15.5%
-19.7%
-23.8%
31.3%
13.0%
41.1%
-14.1%
-10.3%
77.1%
9.9%
-14.0%
-11.4%
-19.4%
29.6%
31.7%
37.6%
14.0%
3.4%
Bovespa segment Equity market capitalization; Turnover velocity

Year ended
December 31,
Year-end Market Capitalization
(In R$ billions)
2,334.7
2,569.4
2,294.4
2,524.3
2,414.2
2,243.2
2009
2010
2011
2012
2013
2014
Average market capitalization
(In R$ billions)
1,826.9
2,334.9
2,365.6
2,412.9
2,413.4
2,390.7
10.1%
-10.7%
10.0%
-4.4%
-7.1%
YEAR- ON- YEAR VARIATION
2010/2009
2011/2010
YEAR- ON- YEAR VARIATION 2012/2011
YEAR- ON- YEAR VARIATION
Turnover velocity
(as a percentage)
66.6%
63.8%
64.2%
70.0%
72.9%
72.4%
27.8%
1.3%
2.0%
0.0%
-0.9%
-276 bps
36 bps
578 bps
295 bps
-54bps
Bovespa Segment Distribution of value traded by investor category

Year ended
December 31,
2009
2010
2011
2012
2013
2014
Retail Investors
30,5%
26,4%
21,5%
17,9%
13,6%
13.7%
Institutional
Investors
Foreign Investors
25,7%
33,3%
33,4%
32,1%
30,5%
29.0%
34,2%
29,6%
34,7%
40,4%
49,6%
51.2%
Financial
Institutions
7,4%
8,4%
8,6%
8,1%
5,1%
5.1%
Corporate
Investors
2,2%
2,3%
1,7%
1,5%
1,3%
1.0%
Other
0,1%
0,1%
0,1%
0,0%
0,1%
0.0%
Other services
Securities lending
Our equities clearinghouse operates a securities lending facility known as BTC, which permits investors (lenders) to lend securities
traded on our exchange to interested parties (borrowers). We act as central counterparty for all lending transactions. In doing
so, we adopt strict lending and risk management standards to ensure efficient and stable market operations. The expansion of
securities lending transactions has performed a significant role in increasing our spot market in the last few years. Securities
lending facility ensures more efficient clearing and settlement processes, as in the event of failed delivery the BTC will promptly
intervene and provide a compulsory loan.
Borrowers are charged fees on each lending transaction registered in our system, which is a percentage of the open position
based on either the average market price for the borrowed securities as of the trading session immediately preceding the lending
transaction date, or the average market price on the date immediately preceding the maturity date, as defined by lender and
borrower upon registering the transaction. The average financial value of open interest positions as the year closed in 2013 hit
R$40.8 billion versus R$31.9 billion, R$30.2 billion, R$20.5 billion, and R$12.7 billion in the earlier years of 2012, 2011, 2010 and
2009, respectively.
Securities listings
Listing services consist of services provided to issuers listing securities for trading on our markets. Our revenues from listing
fees correlate primarily with annuities we charge from issuers (of shares or sponsored BDRs) as a percentage of their capital
stock amount, or, in the case of investment funds, a fixed rate .
Our stock market comprises the traditional listing segment for stocks and five special listing segments (Novo Mercado; Corporate
Governance Level 2 (Nvel 2) and Level 1 (Nvel 1) segments; Bovespa Mais and Bovespa Mais Level 2), which require issuers to
adopt progressively more stringent corporate governance standards not prescribed by law. The number of issuers on our books
at the end of each year, as well as the number of public share offering is shown in the tables below. Bovespa Mais trades the
shares of companies with lower liquidity or which have a strategy of gradual market access. Bovespa Mais level 2 supplements
the Bovespa Mais segment by enabling small and mid-cap companies to raise funds by issuing not only common shares, but also
preferred stock.
40
Number of listings
Years ended December 31,

2009
2010
2011
2012
2013
434
471
466
452
454
2014
455
Sponsored BDRs
265
159
105
19
35
1
10
295
167
112
18
37
1
9
274
182
125
19
38
2
10
262
178
127
18
33
3
12
255
187
134
21
32
7
12
250
192
133
20
31
8
13
Organized OTC market listings (2)
77
70
71
69
74
62
Funds and other listings

(stock exchange and OTC market)
131
163
198
241
246
255
Total
642
704
735
762
774
772
Stock exchange listings
(1)
Traditional segment
Special listing segments
Novo Mercado (NM)

Level 2 (N2)
Level 1 (N1)
Bovespa Mais (MA)
(1)
Include securities issued by securitization firms, as well as bond issuers and issuers of real estate receivables certificate s (CRIs) whose
shares are not listed to trade on the stock exchange and, thus, are not taken into account in our calculation of equity market capitalization.
(2)
Effective from February 2014 Bovespa Mais is now a listing segment of the stock market having migrated from the OTC market.
Equity offerings
2009
2010(1)
2011
2012
2013
2014
6
18
11
11
11
11
3
9
10
7
1
1
24
22
22
12
17
IPOs
Follow-ons
23.8
22.2
11.2
63.2
7.2
10.8
3.9
9.3
17.3
6.1
0.4
14.0
Total
46.0
74.4
18.0
13.2
23.4
14.4
IPOs
Number of equity Follow-ons
offerings
Volume
(In R$ billions)
Total
(1)
The 2010 volume includes the portion acquired by the Brazilian government in the Petrobras offering by means of the onerous transfer of
barrels (R$74.8 billion)
Central Securities Depository (CSD); custody and back-office services

We operate the only domestic central securities depository, or CSD, existing in Brazil, through which we provide depository and
safe custody services to customers which deal on our equities and fixed-income securities markets. We also provide fungible
custody services pursuant to which we hold fiduciary title to securities under custody. We perform daily reconciliation of custody
positions and the underlying securities, which are identified by an ISIN code (International Securities Identification Number) under
a segregated account structure which identifies the ultimate beneficial owner.
At the end of 2009, the number of active custody accounts totaled 575.7 thousand (with 552.4 retail investors); 640.2 thousand
accounts in 2010, of which 610.9 thousand retail investors; in 2011, 611.2 thousand accounts, of which 583.2 thousand were
retail investors; in 2012, 613.9 thousand accounts, of which 587.2 thousand were retail investors; in 2013, 617.6 thousand
accounts, of which 589.3 thousand were retail investors; and in 2014, 590.2 thousand, of which 564.1 thousand, retail investors.
We derive revenues from depositary and custodial services in the form a fixed monthly fee per account plus, since May 2009 a
percentage fee for Brazilian investors holding assets in excess of R$300 thousand.
Moreover, our central securities depository provides deposit and safe custody services for retail investors dealing on our Treasury
Direct (Tesouro Direto) platform, which we operate for the trading of government bonds for retail investors through the Internet
pursuant to a cooperation arrangement agreed with the Brazilian Treasury. The average financial value of government bonds,
notes and other government debt securities under custody rose from R$3.9 billion in 2010, to R$6.1 billion in 2011, R$9.0 billion
in 2012, R$9.8 billion in 2013 and R$12.5 billion in 2014, while the average number of investors rose to 42.3 thousand, 64.4
thousand, 95.1 thousand and 118.7 thousand, respectively.
Access to our markets and electronic systems

Under applicable regulations, trading activities on regulated organized markets, including ours, as well as clearing and settlement
an custodial activities are typically performed through investment intermediaries whom we call market participants. Access
conditions, rules and procedures for participants are divided into trading and post-trading on the BM&F and Bovespa segments.
First-time permit applicants in the BM&FBOVESPA segments, are expected to meet certain technical, technological, operational
and financial requirements, in addition to the following access costs:
Licensing fee: this is a one-off charge collected in connection with the permit application processing;
Access fee: this is a one-off charge collected thirteen months after the admission of a market participant.
In addition, brokerage firms are required to meet certain requirements related to their technology infrastructure and other
IT resources which are set forth in our Technology Infrastructure Access Manual. In addition, we provide technology services
41
which, among other things, include the following (i) trading workstations; (ii) order entry gateways;(iii) contingency SLC
servers for use at the brokers trading desk or branch; and (iv) Contracting of order turnaround by minute, ba sed on the
operating strategy of each particular brokerage firm The frequency with which orders are sent).
The table below set forth data on number of investment intermediation firms holding permits for access to more than one
segment simultaneously.
Number of licensed institutions

2009
2010
2011
2012
2013
2014
81
62
66
80
85
67
38
61
87
68
38
61
88
74
27
58
72
50
24
54
71
51
62
64
Equities market
Derivatives market
Forex markets
Government securities
Market Data and Information Services

We distribute to local and international authorized vendors across the world quote and trade-related information generated in
our stock market, options and forwards and futures markets for equity-based securities and derivatives, and in our fixed-income
market, and financial and commodity derivatives futures and options markets, as well as information on our stock indices, in
addition to news reports on market developments.
We currently authorize market data vendors and brokers to broadcast our information signals. Vendors are companies that
purchase directly from us the rights to broadcast or retransmit our information signals, thereby benefiting from our infrastructure
and technical support for the receipt of signals transmitted directly by us or retransmitted by other intermediating vendors.
Brokerage firms may obtain market data through direct market data feeds provided by us or a vendor.
OTC Market (iBalco)

With the aim of strengthening our business as operators of an organized over-the-counter market, in February we launched
iBalco, our new OTC platform for registration of over-the-counter transactions, meaning transactions features are mutually
agreed between the counterparties. During 2014 we worked to expand the range of products and services we offer on iBalco,
and the main financial assets registered in our new OTC platform include:
Fixed-income securities. These include (i) a number of agribusiness securities, such as agribusiness credit bills (letras de
crdito do agronegcio), or LCAs; rural product notes (cdulas de produto rural), or CPRs; agribusiness receivables
certificates (certificados de recebveis do agronegcio), or CRAs; agribusiness credit certificates (certificados de direitos
creditrios do agronegcio), or CDCAs; agricultural deposit certificates (certificados de depsito agropecurio) and related
agribusiness warrants (warrants agropecurios), or CDAs and WAs,2 respectively, and other agribusiness securities; (ii)
financial instruments and securities originating from the real estate development market, such as real estate credit bills
(letras de crdito imobilirio), or LCIs, and real estate credit notes (cdulas de crdito imobilirio) or CCIs, and real estate
receivables certificates (certificados de recebveis imobilirios), or CRIs, whose underlying are CCIs; and (iii) bank
securities, including certificates of deposit (CDBs), Commercial Papers (LF) and Structured Transaction Certificates (COEs).
Derivatives. Registration of currency forwards (no physical delivery), flexible options and swaps.
b.
Revenues derived by operating segments, including as a percentage of total net revenues
See subsection 10.1(h) below for information on revenues derived by our operating segments, including as a percentage of total
net revenues.
c.
Income (loss) ascertained by operating segment, including as a percentage of total net income
We do not calculate income or loss per operating segment.

7.3.
Information on products and services comprising each operating segment

a.
Production process characteristics
42
Organized markets
Brazilian capital markets regulation classifies organized markets as exchange markets and organized over-the-counter (or OTC)
markets. Under applicable regulation, an exchange is a displayed marketplace where centralized and multilateral systems allow
order entry, competitive matching and execution of buy and sell orders for trades in securities. These organized markets are
usually regulated and supervised by a regulatory body and by self-regulatory entities.
In Brazil, stock and organized OTC markets are regulated primarily by the Brazilian Securities Commission, or CVM, the Brazilian
National Monetary Council (CMN) and the Brazilian Central Bank (BACEN). CVM Ruling No. 461 dated October 23, 2007, provides
the regulatory framework governing regulated securities markets and the formation, organization and operation or extinction of
stock exchanges, commodity exchanges, futures exchanges and organized over-the-counter markets.
Exchange and organized over-the-counter markets

Exchange markets typically provide centralized and multilateral systems for trading (entry, matching and execution of buy and
sell orders) in securities, with assistance from an intermediary firm. Organized OTC markets either operate similarly to an exchange
or provide a platform for registration of previously agreed transactions, whether or not with assistance from an intermediary firm.
We operate exchange markets for the trading of financial and commodity derivatives, spot currency contracts, and government
bonds, all of which comprise our BM&F segment. Additionally, we operate a stock market and exchange markets for the trading
options on singles stocks and other equity-based derivatives, as well as corporate debt securities, all of which comprise our
Bovespa segment. Both segments operate pursuant to a fully automated, vertically integrated business model. Our service
offerings encompass the entire life cycle of trading, from order entry to matching, to execution, to risk management, and clearing
and settlement (where we act as CCP to ensure multilateral settlement). In addition, through our central securities depository,
we provide safe custody for financial assets and back-office services to intermediary firms and investors.
A particular trait of exchange markets is that securities and derivatives traded on these markets consist of standardized securities
and derivatives contracts, which facilitates trade processing and price discovery. This is because centralized and multilateral
trading systems that adopt price formation standards require asset classes of similar characteristics which must be fungible things
(i.e., mutually replaceable for things of the same kind and volume). As such, they trade freely regardless of holder.
In contrast, in an organized OTC market price formation standards and trading practices differ from those adopted in an exchange.
Additionally, while in the OTC market for equity securities and equity-based derivatives (Bovespa segment) fungibility is still a
prerequisite, this is not so in the OTC market for financial and commodity derivatives (BM&F segment). OTC financial and
commodity derivatives are typically non-fungible, non-standard, tailor-made contracts, or else standardized (as to size,
underlying asset, duration, settlement conditions, etc) registerable contracts for direct trading by two counterparties, with
contract prices being derived from the market price or value of the underlying asset.
Post-trade (Clearing facilities)

As part of our vertically integrated business model, we provide clearing and settlement services. In the course of the exchange
integration process whereby BM&F and Bovespa merged with BM&FBOVESPA, we absorbed the following clearing facilities,
which act as central counterparty clearing houses and the Brazilian Central Bank deems to perform systemically material roles
in the domestic capital markets: (i) equities clearinghouse (for single stocks, equity securities and equity-based derivatives, as
well as corporate debt securities), (ii) derivatives clearinghouse (for financial and commodity derivatives), (ii) FX clearin ghouse;
and (iii) bonds clearinghouse.
Our clearing facilities operate pursuant to Law No. 10,214 dated March 27, 2001, which authorizes multilateral clearing and
settlement, regulates the role of the central counterparty (as performed by systemically material clearing facilities, such a s
ours), and permits the seizure of collaterals posted by defaulting participants to settle their obligations within the scope of our
clearing and central-counterparty activities, including in the event of insolvency, intervention, bankruptcy and extrajudici al
liquidation.
As trades are executed in any of our trading segments, data on these trades are automatically fed into the system in our clearing
houses and promptly relayed to investment intermediaries for them to designate the actual principal under each transaction, in a
process known as specification. In the next phase of the trading cycle, the relevant clearing house will clear and settle physical
delivery contracts (entailing delivery of the relevant securities or contract underlying and, as the case may be, the transaction
registration) and cash-settled contracts (entailing movement of monetary resources). In doing so, our clearing houses may act
or not act as central counterparty to ensure multilateral settlement. The role as central counterparty is mandatory for the clearing
and settlement of trades in exchange-traded derivatives, FX derivatives, government bonds and stocks, but voluntary for the
clearing and settlement of trades in OTC derivatives and corporate debt securities.
Our clearing houses typically act as central counterparty (CCP) for the derivatives markets (including futures, forward, options
and swap markets), the spot U.S. dollar market, the government bonds markets (cash, forward, repo and securities lending
43
markets), and for the equities markets (cash, forward options, futures and securities lending markets) and the fixed-income
markets (cash and securities lending markets for corporate debt securities). Our central counterparty clearing houses are
responsible for providing efficiency and stability to the market by ensuring trades are properly cleared and settled. A CCP
interposes itself between counterparties to financial transactions, becoming the buyer to the seller and the seller to the buyer.
Acting in the capacity of central counterparty, our clearing houses absorb the risks of the counterparties in-between a trade
transaction and its clearing and settlement, carrying out multilateral activities for financial settlement and clearing of securities
and financial assets, in the event of default resorting to certain safeguard mechanisms, or in extreme situations resorting to our
own net assets. In modeling and managing CCP risks, we focus on calculation, controls and mitigation of credit risk intrinsic to
clearing participants.
For proper risk mitigation, each clearing house has its own risk management system and safeguard structure. These structures
make up the universe of mechanisms and remedies a clearing house may resort to in order to cover losses from failed settlement
by a participant. The key components of these safeguard structures include collateral deposited by market participants, often as
margin, plus special funds intended to cover possible losses due to defaults and, in addition, co-liability undertaken by broker and
clearing participants regarding transactions they intermediate or clear, and, lastly BM&FBOVESPAs equity
The models we adopt in calculating margins are stress-test based, meaning we assess market risk by taking into account not only
recent historical volatility in market prices, but also the possibility that unexpected events could change historical behavior patterns
for prices and the market as a whole. The principal parameters defined by market risk committee we use in calculating margin
are stress scenarios our market risk committee defines for risk factors that typically affect the prices of securities, contracts and
financial instruments traded on our markets. The primary risk factors for stress testing include, among other things, the Brazilian
real to U.S. dollar rate, the Real-denominated fixed rate curve; the forward structure of the U.S. dollar-denominated Brazilian
yield curve (cupom cambial), the Bovespa index and the cash prices for stocks.
Technology Evolution
In the last few years we have been making substantial investments in modernizing our technology infrastructure so as to offer
the markets we operate high performing and efficient systems, and trade and post-trade services. We discuss our recent
technology developments below.
PUMA Trading System

We believe that having the ability to offer electronic trading at very low latency, high throughput capacity and scalability are
critical factors to support market growth which give us key competitive strengths, which requires us to make substantial and
continuing investments in our technology infrastructure. For this reason, in 2010 we agreed a partnership and technology
cooperation with the CME Group for joint development and implementation of a multi-market, multi-asset class electronic trading
system with throughput capacity below one millisecond, which we planned and designed to replace old systems. We named it
PUMA Trading System. The system module for the trading of financial and commodity derivatives contracts and spot currency
contracts (BM&F segment) launched in the second half of 2011, whereas the modules for the trading of stocks and other equity
securities, equity-based derivatives (Bovespa segment) were implemented quite recently, in the first half of 2013; and the private
fixed income module in July 2014.
The various developments and investments in recent years have reduced the round-trip time, or RTT, the primary metrics to
measure the performance of electronic trading systems.
The table below sets forth data on the evolution of RTT and throughput capacity over the years through to December 31, 2013.
2007
BM&F segment
Round-trip time
(in milliseconds)
Daily throughput capacity
(in thousands of
trades)
(PUMA Trading
Average daily volume
System from 2011)
trades)
Peaks
(in thousands of
Round-trip time
(in milliseconds)
Daily throughput capacity
(in thousands of
trades)
Bovespa segment
(in thousands of
(PUMA Trading
trades)
System from 2013)
Average daily volume
trades)
(in thousands of
44
2008
2009
2010
2011
2012
2013
2014
70
25
20
1015
55
200
200
400
400
400
400
6,000
23
29
39
66
66
99
128
173
42
49
76
152
195
195
251
376
450
300
20
1015
1015
10-15
~1
~1
390
770
1,500
3,000
3,000
3,000
3,000
6,000
153
245
332
431
567
781
837
891
~1
~1
~1
~1
Peaks
trades)
(in thousands of
343
414
591
800
1,092
1,500
1,650
2,582
Post-trading integration (IPN):

Since 2008, one of our most important projects has been to combine our four clearinghouses, which depends on regulatory
approval. In the last quarter of 2011, we announced the licensing of RTC (Real-Time Clearing) software from Swedish company
Cinnober, which will be the backbone of the new multi-asset, multi-market, integrated clearing facility. At the end of 2012 we
officially announced to the IPN market the creation of a new integrated clearinghouse that will use the new CORE risk calculation
system, unparalleled in the international market, and which will boost our competitive differentials by offering all participants a
single risk and collateral deposit management system that will enhance the efficiency of risk management, handling in an
integrated manner different assets on different markets, while sustaining the solidity of current models.
The new integrated clearing house, referred to as BM&FBOVESPA Clearing, commenced operations on August 18, 2014, at which
time the financial, commodities and OTC derivatives market migrated to the new structure. The next phase of the project will
occur in 2016, when equities market post-trading will migrate to BM&FBOVESPA Clearing, and the current equities clearinghouse
will be decommissioned.
b.
Features of the distribution process
Distribution channels
Investment services firms (particularly commodity and securities brokerage firms) are market participants holding permits for
direct access to our trading systems, entitled to engage in proprietary trading and in investment intermediation on behalf of
their customers. These participants are referred to as Full Trading Participants (PNP)
In August 2014, the CVM approved a new model for access to the markets we manage, acknowledging intermediation industry
institutions and creating alternatives for broker-dealers, distributors and banks, each with their own profile. This model now
allows Trading Participants (PN) to access our systems.
PN is the definition we have adopted to refer to institutions that access the market we manage using the structure of one or
several PNPs, thereby creating new arrangements and business models.
Permits granting rights of access to the Bovespa and BM&F segments are granted only to brokerage firms, securities dealers,
commodity brokers and investment banks. Banks are also permitted to access the Fixed Income and organized OTC markets.
In the BM&F segment, trading rights may be unrestricted or restricted, the latter conferring right of limited access to certai n
categories of participants to trade in certain products admitted for trading on this segment.
Our board of directors reviews and evaluates applications for access permits pursuant to applicable regulations and article 3 0,
item f of our bylaws.
Operational Qualification Program (PQO)

Taking it account that Brokers and brokerage firms typically represent an important distribution channel for our products and
for the very nature of their business they work actively in prospecting and expanding our end customer base, we launched in
2005, the PQO with the purpose of certify the quality of the services offered by brokers and brokerage firms. Our quality
certification program includes training and professional guidance on good market practices and higher standards of efficiency
and performance with the aim of strengthening their position as market participants, while ensuring efficiency and stability for
the markets we operate. Consistent with the program, we adopted several criteria to grant a number of qualification seals
classed by category of investment intermediation services provided.
These certification seals include the following: Agro Broker (for brokers that focus on intermediation of trades in agricul tural
commodity derivatives); Carrying Broker (for brokers that operate as clearing agents and as custodians for securities);
Execution Broker (for brokers that focus on providing professional trading services); Retail Broker (for brokers whose
customer base comprises mainly retail corporate investors); Home Broker (for brokers that focus on a customer base primaril y
made up of retail investors through the Internet). Furthermore, in order to obtain a certification seal, the PQO Certification
Committee, consisting of stock exchange executives and employees, must issue a favorable opinion.
45
c.
Market characteristics in relevant operating segments.

i.
Market share per segment.
Because we operate the only domestic exchange and OTC markets for listed equities and derivatives, as of December 31, 2012,
2013 and 2014 our share of these markets was 100%.
According to data compiled by the Futures Industry Association and released in the FIA Magazine, in the year 2012 we were the
words sixth largest derivatives market by volume of contracts negotiated, rising to fifth place in 2013 and 2014, taking into
account the BM&F segment (financial and commodity derivatives) and Bovespa segment (equities and index forwards and
options). We are the sole provided of collateralized OTC derivatives in Brazil, with almost 20% of outstanding contracts, whether
collateralized or not.
With regard to the trading of Brazilian stocks our share of volume was 63.0% in 2012, 64.2% in 2013 and 62.5% in 2014, while
the remainder correlates with on-exchange transactions in U.S. markets, such as the New York Stock Exchange, or NYSE.
Moreover, it is important to point out that while between 2004 and 2014 our stock market registered 153 initial public offerings,
only five of which registered offerings on the NYSE.
Moreover, according to data (in US dollars) compiled by the World Federation of Exchanges (WFE), in 2014 our stock market
(Bovespa segment) ranked 12th worldwide in terms of gross process raised in equity offerings, in US dollar terms, 16 th in terms
of average daily trading value and 19th in terms of equity market capitalization. And according also to WFE data, as measured in
terms of volume traded, equity market capitalization and volume of equity offerings, we are the by far leading Latin American
exchange.
ii. Competitive market conditions
Brazilian Exchange Industry

The Brazilian stock market industry began in 1845 with the creation of the Rio de Janeiro Stock Exchange ( Bolsa de Valores do
Rio de Janeiro), or BVRJ. Other stock exchanges emerged later, including in 1890 the So Paulo Stock Exchange, under the name
of Free Exchange (Bolsa Livre), which in 1895 changed to So Paulo Government Funds Exchange ( Bolsa de Fundos Pblicos de
So Paulo). In the mid-1960s it was renamed Bovespa.
In 2000 an agreement was signed to consolidate the nine stock exchanges then operating in Brazil. Pursuant to this agreement,
all trading of equity securities on stock exchanges in Brazil moved to Bovespa. Five of those exchanges were later terminated by
their members.
In the case of the derivatives market, BM&F was organized in 1985 under the name Brazilian Mercantile & Futures Exchange, as
an exchange for the trading of financial, commodity and equity-based derivatives contracts.
Two well-defined trading segments emerged from the consolidation of the domestic stock markets into Bovespa, meaning the
equities and fixed-income securities segment operated by Bovespa, and the derivatives segment, comprising the trading of
commodities, derivatives based on equities, indices, interest rates and currency rates, in addition to federal, state and local
government debt securities, which was operated by BM&F commencing 2002.
Then, on May 8, 2008, the shareholders of Bovespa Holding S.A. and of BM&F S.A. approved the integration of the two exchanges
under a single company named BM&FBOVESPA S.A. Bolsa de Valores, Mercadorias e Futuros, the Brazilian Securities,
Commodities and Futures Exchange.
As of December 31, 2014, we had no local competition in either the securities or the derivatives exchange markets, or in the
organized OTC market for equity securities. However, we did have competitors in terms of markets for OTC derivatives,
government bonds and corporate debt securities, as well as registration of OTC financial instruments, in addition to having
competitors for certain services our subsidiary BM&FBOVESPA Settlement Bank provides. Nevertheless, we are feeling competition
from overseas markets where Brazilian companies can be traded by means of DRs (Depository Receipts). Moreover. Listed or
OTC derivatives contracts used by investors and participants operating in Brazil can be replicated on the exchange and OTC
markets in other countries.
46
iii. Seasonality, if any

We have no records suggesting our business is significantly influenced by seasonal factors, as we observe that trading volumes
may fluctuate for a number of reasons not clearly attributable to any seasonal event.
iv. Principal raw materials and supplies
Our relationships with suppliers and service providers are conducted in strict compliance with the notion of cooperative
relationships based on mutual good faith commercial relations. Our main suppliers are technology and IT solutions providers,
including servers, network equipment, mainframes and other hardware, equipment maintenance services, technical support and
specialist providers (in the case of special projects).
Typically, contracts and prices are negotiated by project or program. Where the price is agreed in foreign currency we will be
subject fluctuations in exchange rate, and where agreed in Brazilian Reais there may be adjustments for inflation, which typically
track the fluctuations of either the extended consumer price index (IPCA) or the general market price index (IGPM).
Our main suppliers and service providers include the following:
Software and hardware:
Services:
Specialist providers:
Telecom providers:
Web hosting providers:
7.4.
HP; EMC Computer; Hitachi Data System; IBM; Compusoftware; AtosEURONEXT (NYSE);
Software AG; Oracle; Cinnober; Calypso; Red Hat Brasil Ltda; Smarts Market; CME Group;
7COMm; IBM; Multirede; Hitachi Data Systems, UOL Diveo, CPM Braxis; Microsoft; T&M;
Tempest Servios
7COMm; GPTI; 3CON Consultoria; Stefanini;
Algar-CTBC; Embratel Primesys; RTM; TIM Intelig; Telefnica Brasil S.A.; Telmex;
UOL Diveo; Tivit.
Customers whose purchases account for over 10% of total net revenues
In our case customer revenue concentration is not a factor of dependence, as our customer are the principals in trades carried
out on our markets, who for this purpose use our services.
7.5.
Material effects of government regulations on the business

a.
Special licensing requirements; background on relationships with licensing authorities.
Industry Regulation
Overview
The Brazilian capital markets and financial system are regulated by several government agencies. The overall regulatory
framework governing the Brazilian financial system and capital markets, however, is based on two main laws: (i) Law
No. 4,595/64, dealing with the organization of the Brazilian financial system and the roles of its agents, including the Central Bank
and the Brazilian National Monetary Council (Conselho Monetrio Nacional), or CMN; and (ii) Law No. 6,385/76, or Brazilian
Securities Market Law, dealing with the organization of the Brazilian capital markets and the role of its agents, creating the CVM,
and defining its powers, sphere of competence and responsibilities.
Regulators
The Brazilian National Monetary Council, the Brazilian Central Bank and the Brazilian Securities Commission (Comisso de Valores
Mobilirios), or CVM, are primarily responsible for regulating activities conducted in the Brazilian financial and capital markets and
for monitoring the participants in these markets, each within its own sphere of competence.
Brazilian National Monetary Council (CMN)
47
The CMN members are the Minister of Finance, the Minister of Planning and Budgets and the Governor of the Central Bank. It
was created with the purpose of formulating the monetary and credit policies for the financial and capital markets. These policies
address matters as systemic credit availability, form of remuneration for credit transactions, operating limits attributable to
financial institutions, regulations regarding foreign investments in Brazil and foreign exchange.
Central Bank
The Central Bank is a federal agency under the Ministry of Finance responsible for implementing the monetary and credit policies
established by the CMN, regulating the foreign exchange market and foreign investment flows in Brazil, licensing financial
institutions to operate in the domestic market and overseeing the operations of financial institutions.
Additionally, acting within the realm of the Brazilian payment system, the Central Bank is responsible for issuing operating licenses
to clearing facilities and clearing and settlement agents.
Brazilian Securities Commission (CVM)

The CVM is the primary regulatory and market oversight entity for the Brazilian capital markets. It is a federal agency under the
Ministry of Finance, dedicated to regulating and monitoring the capital markets and its agents. Financial institutions and other
institutions licensed to operate by the Central Bank are also subject to CVM oversight when conducting business in the capital
markets.
In order to have the ability to ensure the capital markets operate properly and to prevent or correct improper behavior, the CVM
has authority to: (i) approve, suspend or cancel registrations; (ii) approve, suspend or cancel public offerings of securities;
(iii) oversee the activities of publicly held companies, and the stock, commodities and futures markets, as well as the members
of the securities distribution system; (iv) release information or set guidelines for clarification or guidance to market participants;
(v) forbid market participants from engaging in practices, and ban practices that could be detrimental to the capital markets and
the investors in these markets, and to impose sanctions in the event of violations of applicable rules.
Our business, and government licenses and consents

As stated in article 3 of the Bylaws, three of the activities included in our corporate purposes are particularly important for
purposes of determining the applicability of certain regulatory licensing and consent requirements, as follows: (i) operation and
management of organized securities markets; (ii) provision of services for registration, clearing and settlement of transactions
carried out in any of our markets; and (iii) provision of services as central securities depository and provision of fungible and nonfungible custodial services for securities and bonds.
Under article 18 of the Brazilian Securities Market Law (Law No. 6,385/76, as amended), the operation and management of
organized securities markets by us are subject to consent and oversight by the CVM.
In addition, the CVM issued Ruling 461/07, which regulates the formation, organization, operation and extinction of exchange
markets (whether for stocks, commodities or derivatives) and organized over-the-counter markets, or OTC markets. This means
our organization and operations are subject to direct oversight from the CVM, who has authority to validate regulatory rules
we may issue in connection with the operation of markets we operate, including rules concerning requirements for the
granting of access permits to prospective market participants and events of access permit withd rawal, issuance of standardsetting rules and guidelines, definition of contract specifications, rules on order characteristics and on transactions permi tted
in markets we manage as well as rules on surveillance and auditing structures and processes, among other things.
In accordance with the requirements of CVM Ruling 461/07, the CVM Board in a plenary session held on May 19, 2009,
confirmed our license to operate and manage organized exchange and OTC markets.
Under article 17, paragraph 1 of the Brazilian Securities Market Law, we are a market operator and operator of clearing
houses that, in such capacity, act as a self-regulatory and market surveillance organization, responsible for monitoring and
overseeing market participants and the transactions carried out on our markets. Our self-regulatory and market surveillance
arm is BM&FBOVESPA Market Surveillance (BSM), a not-for-profit mutual association created for that purpose in accordance
with CVM Ruling 461/07. BSM maintains close relationships with the regulators, in particular the Central Bank and the CVM.
It is also responsible for keeping the CVM abreast of market developments and providing the market regulator with periodic
reports of its market surveillance operations.
Moreover, the CVM regulates our business as operator of a central securities depository and provider of custodial services
for securities, as well as securities bookkeeping and registrar services (per CVM Rulings 541/13, 542/13 and 543/13,
respectively). Our license as central securities depository operator was issued on November 28, 2008.
48
Under Law No. 10,214/01, activities involving clearing and settlement services, which we provide through our four clearing
facilities (the derivatives, FX and bonds clearinghouses for BM&F segment and the Bovespa segment clearinghouse for equities
and corporate debt securities) are subject to the regulatory and oversight authority of both the CVM and the Central Bank.
Law No. 10,214/01 governs clearing and settlement activities within the scope of the Brazilian Payment System. Supplementary
regulations have been issued by the CMN and the Central Bank, in particular under CMN Resolution 2,882, which regulates
payment systems and transactions related to securities and delegates authority for the Central Bank to issue additional
regulation concerning (i) clearing facilities, (ii) licenses for the operation of clearing and settlement systems; and (iii)
surveillance of these activities and enforcement of related rules, include imposition of sanctions.
Pursuant to Communiqu 9,419 dated April 18, 2002, the Central Bank granted BM&F licenses to operate a derivatives
clearinghouse and a FX clearinghouse, while having granted Bovespa (through CBLC, then a subsidiary which later merged
with Bovespa) a license to operate the equities clearinghouse; Communiqu 12,789 dated December 21, 2004, granted BM&F
a license to operate the bonds clearinghouse; Communiqu 13,750 dated September 29, 2005, authorized the derivatives
clearinghouse to expand the scope of its business operations; and Communiqu 26,265, dated August 7, 2014, authorized the
BM&FBOVESPA Clearing, in addition to announcing the cancellation of the approval for the BM&FBOVESPA derivatives
clearinghouse. On January 20, 2015, the Central Bank announced to the systems operating within the Brazilian Payments System
that carry out the activities covered by Circular 3,057, dated August 31, 2001 and Circular 3,743, dated January 8, 2015, and are
monitored and evaluated based on governing laws and regulations, as well as on the Principles for Financial Market Infrastructures
PFMI, the BM&FBOVESPA Foreign Exchange Transactions Settlement and Clearinghouse, the Clearinghouse for Settling and
Managing Transaction Risks on the Bovespa Segment and the BM&FBOVESPA Central Bonds Depositary, the BM&FBOVESPA Bond
Registration and Settlement Clearinghouse and the BM&FBOVESPA Clearinghouse.
We are in close contact with both the Central Bank and the CVM due to both the nature of our business and their oversight
responsibilities.
b.
Adopted environmental responsibility policy and practices, including adherence to international

environmental protection standards; compliance costs.
We have not expressly adhered to international environmental standards and our activities are not subject to special environmental
regulatory requirements because the nature of our business entails no direct negative impact on the environment. As a result we
incur no material compliance costs and do not adopt any particular set of practices for protection of the environment.
BM&FBOVESPA has carried out in greenhouse gas (GHG) inventory since 2009, covering scopes 1, 2 and 3. Since 2010 our GHG
inventory are externally assured.
Still, we are committed to building social and environmental responsibility awareness and encouraging sound responsible practices
vis--vis internal and external stakeholders and the community. Accordinglyaccordingly, we participate in the UN Global Compact
that brings together different companies in the search for sustainable global economic growth. Also, BM&FBOVESPA was the worlds
first exchange to become a signatory to this commitment. Furthermore, we are part of the Consultative Board of the CDP (Carbon
Disclosure Project) and we respond to its questionnaire, having been considered one of the ten best companies in the latest report
on matters of transparency and performance.
We were also the first emerging-market exchange to sign up to the Principles of Responsible Investment (PRI), a United Nationsbacked initiative aimed at major asset managers and other financial market players in favor of responsible investment. As a signatory,
we strive to encourage not only other investors to sign up to the agreement, but also for listed companies to disclose their
socioenvironmental initiatives to the market. The Sustainable Stock Exchanges is yet another initiative within the scope of the UN
in which we participate, whose aim is to advance the sustainability agenda at stock exchanges around the world.
c.
Dependence on patents, trademarks, licenses, concession grants, franchise arrangements or other

royalty-related contracts, which are material for the course of business.
Given the nature of our business, intellectual property assets can be critical to our operations, in particular IT-related assets which
in some cases may have been licensed from third parties. The information below provides an overview of these assets, which are
discussed in further detail under subsections 9.1(b) and 9.2 of this Reference Form.
1)
Patents and trademarks
BM&FBOVESPA and its subsidiaries own a number of registered trademarks, in addition to trademark applications previously filed
49
with the National Institute of Industrial Property (Instituto Nacional da Propriedade Industrial), or INPI, some of which are listed
under subsection 9.1 of this Form). Our main trademarks and service marks include BM&FBOVESPA, BM&FBOVESPA A Nova
Bolsa, BM&F, BM&F Brasil, GTS - Global Trading System, Bolsa Brasileira de Mercadorias, BM&F Trading System,
Sisbex, Bovespa e Ibovespa, Novo Mercado BM&FBOVESPA, PUMA Trading System BM&FBOVESPA, and BM&FBOVESPA
The New Exchange, which are either currently registered or are the subject of trademark applications previously filed with the
INPI, classifying as trademarks or services marks in the several categories of services and products we and our subsidiaries offer.
In addition, as of December 31, 2014, we had 61 trademarks (in addition to 4 applications) in other countries in South America,
Europe, Asia, South Africa and the United States, including trademarks as BM&FBOVESPA, Bovespa Bolsa de Valores de So
Paulo, Ibovespa and Bovespa So Paulo Stock Exchange. (some of them are equally shown in subsection 9.1).
We periodically evaluate and review our portfolio of brands, marks and logos, taking steps to adjust it our strategy as may be
appropriate.
As of December 31, 2014, we had 6 patent applications pending at the INPI in Brazil, and one patent application pending in the
United States. These applications are related to our GTS trading system, the Brazil Easy Investment project and our CORE project,
as well as a functionality involving our PUMA Trading System electronic trading platform. Pursuant to a strategic decision taken
by our chief technology and IT security officer, the patent applications previously filed in Argentina in connection with the GTS
trading system have been withdrawn and discontinued.
2)
Domain names
As of December 31, 2014, BM&FBOVESPA and its subsidiaries owned 148 domain names registered on behalf of the Company in
Brazil and 10 domain names registered elsewhere, other than in Brazil, all on behalf of our Company. As of the same date, our
main registered domain names were bmfbovespa.com.br, bmfbovespa.com, bvmf.com.br, bmf.com.br, sisbex.com.br,
www.bovespa.com.br, www.abolsadobrasil.com.br and www.bovespaonline.com.br.
3)
Computer programs and software
Computer programs and software performs a fundamental role in our business operations. Accordingly, we keep strict controls
for the licensing of computer programs and software we use or implement. For additional information on program and software
licensing, see subsection 9.1(b) of this Form.
7.6.
Material revenues from local and foreign customers

a.
Revenues attributable to customers based in the issuers home country, including as a percentage of
total net revenues
We estimate domestic investors accounted for about 64% of the overall volume traded on our markets in the year ended
December 31, 2014.
b.
Revenues attributable to foreign customers on a per-country basis, including as a percentage of total

net revenues
Investors based in the United Kingdom, United States and Uruguay accounted for 15.4%, 11.7% and 7.4%, respectively, of the
overall value traded in 2014 on markets comprising the Bovespa segment, which means these investors accounted for estimated
6.7%, 6.7% and 2.5%, respectively, of our total net revenue for 2014. In turn, our BM&F segment, investors based in the United
States and the United Kingdom accounted for 17.2% and 6.6%, respectively, of the overall volume traded in 2014, which means
these investors accounted for approximately 6.5% and 2.5%, respectively, of our total net revenue for 2014.
c.
Total revenues attributable to customers based elsewhere other than in Brazil, including as a
percentage of total net revenues
We estimate foreign investors accounted for about 36% of the overall volume traded on our markets in the year ended December
31, 2014.
7.7.
How the laws and regulations of foreign jurisdictions influence the business
50
We are subject to the regulatory authority of the U.S. Commodity Futures Trading Commission, or CFTC, which regulates the US
derivative markets with respect to:
Providing local market participants with direct electronic access to U.S. derivatives markets: On September
26, 2008, under a no-action letter, we were authorized by the CFTC to provide direct access to trading systems in U.S.
derivatives markets for the trading of derivative contracts previously approved by the CFTC by US-based investors. As a
condition for maintain this authorization we are obligated to comply with requirements stipulated by the CFTC, such as
reporting information on trading volumes, requests to trade new contracts and changes to our organizational structure, among
others.
It is important to point out that the CFTC applies specific rules for investors resident in the United States to trade stock indexbased derivatives. According to those rules, a foreign exchange offering derivatives based on a stock index must meet certain
contract-related requirements where the underlying compilation cannot be a narrow-based security index, as defined in the
Commodity Exchange Act).
Accordingly, on August 26, 2009, the CFTC provided supplementary approval to the previous approval, whereby investors resident
in the United States are permitted to trade, via our direct access, the following futures contracts and strategies:
Bovespa Index Futures (or Ibovespa Futures);

Mini-sized Ibovespa Futures;
Forward Points on Ibovespa Futures (FWI);
Ibovespa Futures Rollover (IR1).
On the occasion, the CFTC also authorized us to provide direct access to our electronic platforms through an order routing program
established with the CME Group.
7.8.
Material long-term relationships not discussed elsewhere in this form
For the fifth year in a row we published our annual sustainability report, which provides information about our socially and
environmentally responsible performance, in accordance with the guidelines of the Global Reporting Initiative (GRI) on
sustainability reporting. We were the second exchange worldwide and the first in the Americas to adopt the GRI Guidelines
on sustainability reporting. In addition to economic and financial information the report covers environmental, social and
corporate governance issues, encouraging analysts and investors to also embrace these issues.
You may access our Annual Reports on our Investor relations website at www.bmfbovespa.com.br/ri under Financial
Information, Annual Reports (in Portuguese and English), with a direct link to the 2014 Annual Report:
http://ri.bmfbovespa.com.br/ptb/s-20-ptb-2014.html
All our sustainability initiatives are in line with our Sustainability Policy approved by our board of directors in 2013, as well as with
our principal strategies for the purpose of formalizing and providing performance guidelines on this issue. The Policy is built on
four pillars the market, the environment, social aspects and corporate governance. You can find further information at
http://www.bmfbovespa.com.br/pt-br/a-bmfbovespa/sustentabilidade/institucional/politica.aspx?Idioma=pt-br
7.9.
Additional reportable information.
There is no additional reportable information that has not been dealt with in section 7.
8. ECONOMIC GROUP
8.1. Description of the economic group
a.
direct and indirect controlling shareholders

51
We have no direct or indirect controlling shareholder or controlling group of shareholders sharing similar interests. In addi tion,
we have no shareholders agreement to regulate rights to elect our directors or the exercise of voting rights by shareholders .
b.
subsidiaries and affiliates
BM&FBOVESPA Settlement Bank (Banco BM&FBOVESPA de Servios de Liquidao e Custdia S.A.)

The BM&FBOVESPA Settlement Bank is a wholly-owned subsidiary organized to facilitate clearing and settlement for trades
carried out on markets we operate, in addition to performing important risk mitigation and other operating support roles . For
additional information on our settlement bank, see section 7 of this Form .
BM&F (USA) Inc.

BM&F USA Inc. is a wholly-owned subsidiary based in New York. It operates in these regions as a cross-border representative
office, establishing professional relationships with other exchanges and market regulators, as well as prospecting customers
for our markets within local regulatory constraints.

BM&FBOVESPA (UK) Ltd. is a wholly-owned subsidiary based in London, which operates as our representative abroad, establishing
professional relationships with other exchanges and market regulators, as well as prospecting customers for our markets within
local regulatory constraints.
Rio de Janeiro Stock Exchange, or BVRJ (Bolsa de Valores do Rio de Janeiro)

BVRJ is an inactive stock exchange. Since 2004 it has been renting out space in part of the building where its headquarters are
located. The Rio Exchange Convention Center leases space for seminars, congresses, conferences, professional training sessions,
private meetings, and other similar events. Regarding this topic, see the information under subsection 7.9 of this Form.
BM&FBOVESPA Market Surveillance (BM&FBOVESPA Superviso de Mercados)

Our self-regulatory function is performed through BM&FBOVESPA Market Surveillance, which is a not -for-profit mutual
association. BSM is unconsolidated in our financial statements. For additional information on BSM, see section 7 of this
Form.
BM&FBOVESPA Institute (Instituto BM&FBOVESPA)

BM&FBOVESPA participates in societys efforts to promote the sustainable development by means of the Institute, which was
developed to integrate and coordinate BM&FBOVESPAs social investment projects. The Institute, a not-for-profit entity, is not
consolidated in our financial statements. For additional information on the Institute, see section 7 of this Form.
c.
Equity holdings in companies belonging to the economic group
Group Companies
Equity holding (%)
BM&FBOVESPA Settlement Bank

Rio de Janeiro Stock Exchange
BM&F (USA) Inc.
d.
100.00%
86.95%
100.00%
100.00%
Interest held in our shares by companies belonging to the economic group.
None of our subsidiaries and affiliates holds shares issued by us.

e.
Companies under common control.
We hold no interest in companies under common control with other parties.

52
8.2.
Organizational chart of the economic group.
BM&FBOVESPA S.A.
The Brazilian Securities, Commodities and Futures Exchange
99.99%
99.99%
BM&FBOVESPA
Market
Surveillance
(BSM)
BM&FBOVESPA
Institute
Rio de Janeiro
Stock Exchange
(BVRJ)
BM&FBOVESPA
Settlement
Bank
100.0%
100.0%
86.95%
100.0%
BM&F (USA) Inc.
BM&FBOVESPA
(UK) Ltd.
0.01%
The BM&FBOVESPA Institute (Instituto BM&FBOVESPA) was organized in 2007 as a civil society organization (CSO), for the
purpose of integrating and coordinating our social investment projects. BSM is a civil association established as a selfregulatory and market surveillance organization, consistent with CVM Ruling 461/07. Both these companies are
unconsolidated in our financial statements, which is why they are not included in subsection 8.1c above.
8.2. Restructuring transactions
Other than as discussed in subsection 6.5 of this Form, there have been no corporate restructuring transactions in the econom ic
group to which we belong with a material impact for the Company.
8.3. Additional reportable information.
There is no additional material information related to item 8 that has not been considered above.
9. MATERIAL ASSETS
9.1.
Material noncurrent assets; other assets.
Not applicable, as noncurrent assets are not material for our business.
a.
Fixed assets
Type of
property
Property address
City
Building
Praa Antonio Prado 48
So Paulo
High rise
Rua XV de Novembro 275
So Paulo
High rise
Rua Florncio de Abreu 195
So Paulo
High rise
Estrada Vinte e Seis 85
Santana de
Parnaba
High rise
Av. Ceci 1,850 district of Tambor
High rise
Rua Bento Branco de Andrade Filho 621 district of Santo Amaro
So Paulo
Office space
Rua Lbero Badar 471, 4th floor
So Paulo
b.
1)
Barueri
State
So
Paulo
So
Paulo
So
Paulo
So
Paulo
So
Paulo
So
Paulo
So
Paulo
Owned/Rented/Lease
d
Owned property
Owned property
Owned property
Owned property
Rented property
Rented property
Rented property
Patents, trademarks, licenses, concessions, franchises, and technology transfer agreement
Material registered trademarks and trademark applications in Brazil

53
Asset description
Territory covered
Effective life
Events potentially
triggering loss of
trademark rights
Effects of loss of
rights
2)
Territory covered
Effective life
Events
potentially
triggering loss of
trademark rights
Effects of
loss of rights
Effective life
Events
potentially
triggering loss of
trademark rights
Effects of
loss of rights
Subsection 9.2 of this Form sets forth a list of our patent applications in Brazil.
Brazil.
Pursuant to the Industrial Property Law (Law No. 9,279/96), 20 years from the patent deposit date. However, you
should note that as of the date of this Form, no patents had been issued to us.
Other than legally prescribed events, we are not aware at this time of any circumstance which could lead to loss of
rights on any particular patent application. Moreover, we do not anticipate facing any event or circumstance which
could result in loss of rights on any particular patent application. No patent application has been contested in any way,
whether administratively or through the courts.
A loss of rights under any patent or patent application could entail inability to prevent other parties from using the
patents and, possibly, discontinuance of use, neither of which is anticipated by us by virtue of the information provided
in the item above.
Cross-border patent applications and international patent applications under the Patent Cooperation Treaty (PCT)
Asset description
Territory covered
Effective life
Events
potentially
triggering loss of
trademark rights
Effects of
loss of rights
5)
Subsection 9.2 of this Form sets forth a list of our material registered trademarks abroad.
Argentina, Canada, Office of Harmonization for the Internal Market (or OHIM, in English), Switzerland, Chile, Spain,
France, United Kingdom, Hong Kong, Japan, South Korea, Mexico, Portugal, Paraguay, Singapore, Taiwan, USA and
Uruguay, as stated in the list provided in subsection 9.2 below.
The effectively life typically spans 10 years after the registration date, r enewable for identical periods (the effective life of
trademarks registered abroad is pursuant to the legislations of the countries in which the registration was requested).
rights on any particular trademark. Moreover, we do not anticipate facing any event that could result in loss of rights
on any particular trademark, which have not been contested in any way, whether administratively or through the
courts.
A loss of rights under any registered trademark could entail inability to prevent other parties from using the
trademarks and, possibly, discontinuance of use, neither of which is anticipated by us by virtue of the information
provided in the item above.
Patent applications in Brazil
Asset description
Territory covered
4)
A loss of rights under any registered trademark could entail inability to prevent other parties from using the
trademarks and, possibly, discontinuance of use, neither of which is anticipated by us by virtue of the information
provided in the item above.
Material trademarks registered elsewhere other than in Brazil
Asset description
3)
Subsection 9.2 of this Form sets forth a list of all our material registered trademarks and trademark applications in Brazil.
Brazil.
10 years from the registration date (renewable for like periods) - per Industrial Property Law (Law No. 9,279/96).
rights on any particular trademark. Moreover, we do not anticipate facing any event that could result in loss of rights
on any particular trademark, which have not been contested in any way, whether administ ratively or through the
courts.
Subsection 9.2 of this Form sets forth a list of patent applications abroad.
United States of America.
Pursuant to applicable legislation in the jurisdictions in which patent applications have been filed, 20 years from the
patent deposit date. However, you should note that as of the date of this Form, no patents had been issued to us
elsewhere other than Brazil.
rights on any particular patent application. Moreover, we do not anticipate facing any event which could result in loss
of rights on any particular patent application. No patent application has been contested in any way, whether
administratively or through the courts.
A loss of rights under any patent application could entail inability to prevent other parties from using the subject matter of the patent and, possibly, discontinuance of use, neither of which is anticipat ed by us by virtue of the
information provided in the item above.
Technology transfer agreements
Asset description
Territory covered
Effective life
Events
potentially
triggering loss of
trademark rights
Effects of
loss of rights
Subsection 9.2 of this Form sets forth a list of existing technology agreements.
Brazil.
As stated under subsection 9.2.
To the best of our knowledge, there have been no events which would imply loss of our rights under any existing
technology agreement, which rights have not been challenged by an y third party under judicial proceedings or
otherwise.
We do not anticipate losing any such contractual rights. Additionally, we could resort to using alternative technology
solutions that could replace those currently used by the Company if the relevant technology agreement were to
54
terminate.
c.
Companies in which the issuer holds ownership interest
Corporate name
Based in (city state - country)
Business
Ownership interest (%)
CVM Registration (code)
Reasons to acquire and to hold the investment
Investment carrying value (in R$ thousands)
Investment market value
based on year-end stock quote (in R$ thousands)
Appreciation or depreciation of investment in the last
three years based on carrying value (in R$ thousands)
three years based on year-end stock quote (in R$
thousands)
Total dividends received in the last three years (in R$
thousands)
Corporate name
Business

Investment market value based on year-end stock quote
(in R$ thousands)
thousands)
thousands)
Corporate name
Business
(in R$ thousands)
thousands)
thousands)
Corporate name
BM&FBOVESPA Settlement Bank (C.N.P.J.: 00.997.185/0001-50)

(Banco BM&FBOVESPA de Servios de Liquidao e Custdia S.A.) Subsidiary
So Paulo, SP, Brazil
Facilitates clearance and settlement of transactions carried out on BM&FBOVESPA markets; acts as
an important risk mitigation and operational support vehicle
100.0
Not registered as a publicly-held company
Facilitating the settlement and the custody of assets for holders of access rights and for clearing
houses.
64,443 (at December 31, 2014)
Not applicable
None (except for a positive equity-method adjustment, in the amount of R$8,367).
Not applicable
Interest on shareholders equity at December 31, 2014: 2,950

Interest on shareholders equity at December 31, 2013: 2,750
Interest on shareholders equity at December 31, 2012: 0
BVRJ - Rio de Janeiro Stock Exchange (Bolsa de Valores do Rio de Janeiro) (C.N.P.J.:
33.660.648/0001-43) Subsidiary
Rio de Janeiro, RJ, Brazil
BVRJ is an inactive stock exchange. Since 2004 it rents out space in part of the building where
its registered office is located. The Rio Exchange Convention Center leases space for seminars,
congresses, conferences, professional training sessions, private meetings, and similar other
events, enabling the organization of meetings with different formats and adapting to several
types of institutional or social events. See the information under subsection 7.9 of this Form.
86.95
Not registered as a publicly-held company.
Due to the evolution of the stock market, from 2000 on, several integration agreements
transferred Brazilian equity trading to the So Paulo Stock Exchange. In 2002, BM&F acquired the
membership certificates in the Rio de Janeiro Stock Exchange, which gave it control over the
rights to manage and operate the government bonds trading system, or Sisbex.
59,259 (at December 31, 2014)
Not applicable
None (except for a positive equity-method adjustment, in the amount of R$6,503.
Not applicable
0.00
BM&F (USA) Inc. (C.N.P.J.: N/D) Subsidiary
New York, NY, U.S.A.
Provides support to securities and commodities brokers trading for foreign clients and the
relationship with foreign regulatory and governmental bodies, as well as with foreign stock
exchanges in analyzing potential strategic alliances, promotion of information on BM&FBOVESPA to
the foreign investors, and prospection of relevant international information.
100.0
Establishing relationships with other exchanges and market regulators, prospecting new foreign
customers for the Brazilian market.
1,095 thousand (at December 31, 2014)
Not applicable
None (except for a negative equity-method adjustment, in the amount of R$231).
Not applicable
R$0.00
BM&FBOVESPA (UK) Ltd. (C.N.P.J.: N/D) Subsidiary
London, United Kingdom
55
Provides support to securities and commodities brokers trading for foreign clients and the
relationship with foreign regulatory and governmental bodies, as well as with foreign stock
exchanges in analyzing potential strategic alliances, promotion of information on BM&FBOVESPA to
the foreign investors, and prospection of relevant international information.
100.0
Establishing relationships with other exchanges and market regulators, prospecting new foreign
customers for the Brazilian market.
1,605 thousand (at December 31, 2014)
Business
(in R$ thousands)
thousands)
thousands)
Corporate name
Not applicable
None (except for a positive equity-method adjustment in the amount of R$127).
Not applicable
0.00
CME Group, Inc. (C.N.P.J.: N/D) Affiliate
Chicago, IL, U.S.A.

The CME Group serves the risk management needs of customers around the world. As an
international marketplace, it attracts buyers and sellers to its electronic trading systems (CME
Globex) and open-outcry system. CME provides a wide range of products that includes all
major asset classes, such as: futures and options based on interest rates, equity indices,
foreign exchange rates, agricultural commodities, and other products, such as weather and
real estate.
5
A company registered with the U.S. Securities and Exchange Commission (SEC)
Global preferred strategic partnership whereby the two exchanges collaborate in identifying
strategic joint investment and commercial partnership opportunities with other exchanges
worldwide in securities and derivatives markets, in addition to jointly developing a new multiasset electronic trading platform.
Business

3,729,147 (at December 31, 2014)
Investment market value

based on year-end stock quote at year-end (in R$
thousands)
3,997,780

thousands)
thousands)
None (except for a positive equity-method adjustment in the amount of R$131,195).

December 31, 2014 878,064
December 31, 2013 1,361,772
December 31, 2012 205,922
December 31, 2014 164,802
December 31, 2013 169,958
December 31, 2012 124,470

As of July 2010, when we acquired an additional 3.2% of the shares of CME Group, our aggregate ownership interest in the CME
Group climbed from 1.8% to 5%, which made us the largest shareholder of the CME Group. As a result, we now account for our
investment in CME under the equity method of accounting, by applying the percentage of BM&FBOVESPAs ownership interest on
the shareholders equity of CME Group, and the accounting effect is recognized in the statement of income.
Supplemental Information to Subsection 9.1-b

1) Material registered trademarks and trademark applications in Brazil
Trademark
Case Record No.
Status
Class
Deposit date
Registration date
BM&F
812290143
Registered
36.50/60/70
11/7/1985
10/27/1987
IBOVESPA
813834600
Registered
NCL 36
9/22/1987
2/6/1990
BOVESPA
813878128
Registered
NCL 36
10/29/1987
2/6/1990
FUTURO IBOVESPA
BOLSA DE MERCADORIAS & FUTUROS - BM&F
BOVESPA BOLSA DE VALORES DE SO PAULO
BOVESPA BOLSA DE VALORES DE SO PAULO
813878144
Registered
NCL 36
10/29/1987
2/6/1990
816169683
Registered
NCL 36
7/4/1991
7/12/1994
820693081
Registered
NCL 36
5/28/1998
4/3/2001
200010476
Registered
NCL 42
5/29/1998
6/19/2001
BOVESPA
820833193
Registered
NCL 36
8/10/1998
2/17/2004
BTC - BANCO DE TTULOS CBLC
821874640
Registered
36.10/70
12/15/1999
8/25/2009
821877259
Registered
36.10/70
12/16/1999
4/18/2006
821877348
Registered
36.10/70
12/16/1999
4/18/2006
822059380
Registered
NCL 36
3/14/2000
10/13/2009
BRAZILIAN CLEARING AND DEPOSITORY

CORPORATION - CBLC
CBLC
MULTIBROKER
56
SISBEX
CBLC COMPANHIA BRASILEIRA DE LIQUIDAO E

CUSTDIA
CBLC COMPANHIA BRASILEIRA DE LIQUIDAO E
CUSTDIA
BOVESPA FIX MERCADO DE TTULOS DE DVIDA
CORPORATIVA
822744260
Registered
NCL 36
5/22/2000
8/22/2006
822472791
Registered
NCL 36
7/27/2000
9/12/2006
822472813
Registered
NCL 38
7/27/2000
9/12/2006
823194264
Registered
NCL 36
4/23/2001
11/3/2010
BM&F GLOBAL TRADING SYSTEM
823411656
Registered
NCL 36
7/5/2001
2/21/2007
BM&F BRAZILIAN MERCANTILE & FUTURES EXCHANGE
823411680
Registered
NCL 36
7/5/2001
2/21/2007
BM&F BRASIL
823411710
Registered
NCL 36
7/5/2001
2/21/2007
GTS - GLOBAL TRADING SYSTEM
823454258
Applied for
NCL 36
7/20/2001
BM&F TRADING SYSTEM
826745741
Registered
NCL 36
10/14/2004
12/9/2008
BM&F TRADING SYSTEM
826745750
Registered
NCL 16
10/14/2004
9/11/2007
BM&F TRADING SYSTEM
826745768
Registered
NCL 42
10/14/2004
9/11/2007
BM&F TRADING SYSTEM
826745776
Registered
NCL 41
10/14/2004
9/11/2007
BM&F TRADING SYSTEM
826745784
Registered
NCL 36
10/14/2004
9/11/2007
MEGABOLSA MB
827242328
Registered
NCL 36
3/17/2005
11/20/2007
BOVESPA MAIS BRASIL

ISE NDICE DE SUSTENTABILIDADE EMPRESARIAL
NVEL 1 BOVESPA BRASIL
NVEL 2 BOVESPA BRASIL
NOVO MERCADO BOVESPA BRASIL
BANCO BM&F
827634048
Registered
NCL 36
8/12/2005
12/26/2007
828056102
Registered
NCL 36
1/20/2006
3/18/2008
828232202
Registered
NCL 36
3/29/2006
7/27/2010
828232296
Registered
NCL 36
3/29/2006
7/27/2010
828232253
Registered
NCL 36
3/29/2006
7/27/2010
900170212
Registered
NCL 36
1/30/2007
5/17/2011
BOVESPA
829295089
Registered
NCL 16
9/4/2007
3/5/2013
829344411
Registered
NCL 36
10/9/2007
9/6/2011
829344420
Registered
NCL 42
10/9/2007
9/6/2011
MERCADO INTERNACIONAL BOVESPA BDR - NO

PATROCINADO
PATROCINADO
PATROCINADO
829344438
Registered
NCL 16
10/9/2007
9/6/2011
BM&F BOVESPA
829678557
Registered
NCL 41
5/6/2008
8/2/2011
BM&F BOVESPA
829678565
Registered
NCL 36
5/6/2008
8/2/2011
BM&F BOVESPA A NOVA BOLSA

BM&F BOVESPA A NOVA BOLSA
830006273
Applied for
NCL 41
12/8/2008
830006281
Applied for
NCL 36
12/8/2008
IBOVESPA
830006524
Applied for
NCL 41
12/8/2008
IBOVESPA
830006532
Registered
NCL 36
12/8/2008
2/1/2011
SINACOR
830050159
Registered
NCL 36
2/5/2009
8/9/2011
iMERCADO
830322876
Registered
NCL 36
8/6/2009
BVMF
830323465
Registered
NCL 41
8/7/2009
5/15/2012
5/15/2012
BVMF
830323511
Registered
NCL 36
8/7/2009
5/15/2012
BVMF
830323520
Registered
NCL 42
8/7/2009
5/15/2012
DESAFIO BM&FBOVESPA
Educar BM&FBOVESPA
Educar BM&FBOVESPA
Educar BM&FBOVESPA
ndice BM&FBOVESPA Financeiro - IFNC
ndice BM&FBOVESPA Financeiro - IFNC
830404660
Registered
NCL 36
10/23/2009
8/21/2012
830467386
Registered
83046
12/21/2009
11/27/2012
830467378
Registered
12/21/2009
12/31/2013
830467360
Registered
NCL 16
NCL 41
12/21/2009
11/11/2014
830501428
Registered
NCL 36
1/6/2010
11/27/2012
830501410
Registered
NCL 35
1/6/2010
11/27/2012
TJ3 BM&FBOVESPA A Nova Bolsa
830863630
Applied for
NCL 36
1/28/2011
830863648
Applied for
NCL 41
1/28/2011
830863656
Applied for
NCL 42
1/28/2011
830863672
Applied for
NCL 36
1/28/2011
830863680
Applied for
NCL 41
1/28/2011
830863699
Applied for
NCL 42
1/28/2011
Novo Mercado BM&FBOVESPA
830876383
NCL 16
2/28/2011
07/08/2014
830876405
Registered
Registered
NCL 32
2/28/2011
07/08/2014
830876413
Registered
NCL 38
2/28/2011
07/08/2014
830876448
Registered
NCL 36
2/28/2011
07/08/2014
830876456
Registered
NCL 35
2/28/2011
07/08/2014
PUMA Trading System BM&FBOVESPA
831093226
Registered
NCL 09
8/17/2011
11/11/2014
831093234
Applied for
NCL 42
8/17/2011
831093242
Applied for
NCL 36
8/17/2011
BM&FBOVESPA The New Exchange
831093250
Applied for
NCL 36
8/17/2011
831093269
Applied for
NCL 42
8/17/2011
831093277
Applied for
NCL 09
8/17/2011
BRICSMART
840042922
Applied for
NCL 42
3/2/2012
BRICSMART
840042957
Applied for
NCL 36
3/2/2012
BRICSMART
840043066
Applied for
NCL 41
3/2/2012
BRICSMART
840043155
Applied for
NCL 35
3/2/2012
57
BRICSMART
CORE CloseOut Risk Evaluation (ESTRUTURA DE
840043228
Applied for
NCL 16
3/2/2012
AVALIAO DE RISCO PARA CONTRAPARTES

CENTRAIS) RISK MANAGEMENT STRUCTURE FOR CENTRAL
840296568
Applied for
NCL 42
10/11/2012
AVALIAO DE RISCO PARA CONTRAPARTES

CENTRAIS) RISK MANAGEMENT STRUCTURE FOR CENTRAL
COUNTERPARTIES
CORE CloseOut Risk Evaluation (ESTRUTURA DE
840296584
Applied for
NCL 16
10/11/2012
COUNTERPARTIES
BVSA BOLSA DE VALORES SOCIOAMBIENTAIS
840509715
Applied for
NCL 16
5/9/2013
840509693
Applied for
NCL 35
5/9/2013
840509685
Applied for
NCL 36
5/9/2013
840509669
Applied for
NCL 38
5/9/2013
840509650
Applied for
NCL 42
5/9/2013
iBalco
iBalco
iBalco
iBalco
840477139
Applied for
NCL 09
4/9/2013
840477163
Applied for
NCL 16
4/9/2013
840477090
Applied for
NCL 36
4/9/2013
840477074
Applied for
NCL 42
4/9/2013
SINCAD SISTEMA INTEGRADO DE CADASTRO BM&FBOVESPA
840718349
Applied for
NCL 09
11/26/2013
840718314
Applied for
NCL 16
11/26/2013
840718330
Applied for
NCL 36
11/26/2013
840718390
Applied for
NCL 42
11/26/2013
BOVESPA MAIS N2 BM&FBOVESPA
840825544
Applied for
NCL 16
04/2/2014
840825552
Applied for
NCL 35
04/22/2014
840825560
Applied for
NCL 36
04/22/2014
840825579
Applied for
NCL 38
04/22/2014
BOVESPA MAIS Nvel 2 BM&FBOVESPA
907599192
Applied for
NCL 16
04/23/2014
907599273
Applied for
NCL 35
04/23/2014
907599389
Applied for
NCL 36
04/23/2014
907599427
Applied for
NCL 38
04/23/2014
BM&FBOVESPA CLEARING
908269102
Applied for
NCL 09
09/12/2014
908269110
Applied for
NCL 35
09/12/2014
908269145
Applied for
NCL 36
09/12/2014
908269153
Applied for
NCL 09
09/12/2014
908269161
Applied for
NCL 35
09/12/2014
908269188
Applied for
NCL 36
09/12/2014
2)
Material trademarks registered abroad
Trademark
Case
record
South Africa
BM&FBOVESPA
2012/07304
South Africa
BM&FBOVESPA
South Africa
IBOVESPA
Country
Status
Class
Deposit date
Registered
Registered
NLC 16
3/22/2012
2012/07306
NLC 36
3/22/2012
2012/07309
Registered
NLC 16
3/22/2012
NLC 36
3/22/2012
IBOVESPA
2012/07311
Registered
Argentina
IBRX
2.039.057
Registered
NLC 36
1/7/2004
Argentina
INDICE BOVESPA
1.980.146
Registered
NLC 36
12/1/2003
IBOVESPA
BOVESPA SO PAULO STOCK
EXCHANGE
680.922
Registered
NLC 36
12/15/1992
South Africa
Chile
Chile
681.837
Registered
NLC 36
4/21/1993
Chile
BOVESPA BOLSA DE VALORES DE

SO PAULO
681.838
Registered
NLC 36
4/21/1993
Chile
IBRX
703.162
Registered
NLC 36
2/12/2004
China
BM&FBOVESPA
10725319
Registered
NLC 36
4/5/2012
China
BM&FBOVESPA
10725321
Registered
NLC 16
4/5/2012
China
IBOVESPA
10725323
Registered
NLC 36
4/5/2012
China
IBOVESPA
10725325
Registered
NLC 16
4/5/2012
IBRX
003657641
Registered
NLC 36
2/10/2004
European Union
South Korea
IBOVESPA
34906
Registered
NLC 36
4/6/1995
Spain
IBOVESPA
1.996.972
Registered
NLC 36
5/23/1995
IBRX
3112388
Registered
NLC 36
2/18/2004
Applied for
NLC 16 /35 /36 /41

/42
3/6/2012
United States of America

BRICSMART
85562222
58
France
IBOVESPA
BM&FBOVESPA
IBOVESPA
3247943
85/562251
95557762
Registered
Registered
Registered
IBOVESPA
199806844
Registered
Hong-Kong
NLC 36
NCL 16/36/41/42
NLC 36/41
7/27/2004
03/06/2012
2/10/1995
NLC 36
4/25/1995
NLC 16 /35 /36 /41

/42
NLC 16 /35 /36 /41
/42
India
IBOVESPA
2301880
Applied for
3/19/2012
India
BM&FBOVESPA
2301881
Applied for
Japan
IBOVESPA
4055845
Registered
NLC 36
4/14/1995
Mexico
IBOVESPA
509.242
Registered
NLC 36
3/3/1995
Paraguay
IBRX
270402
Registered
NLC 36
1/9/2004
Portugal
IBOVESPA
307.429
Registered
NLC 35
2/17/1995
Portugal
The United Kingdom of
Great Britain and Northern
Ireland
Ireland
Ireland
Russia
IBOVESPA
307.430
Registered
NLC 36
2/17/1995
IBOVESPA
2021172
Registered
NLC 16 /35 /36
5/22/1995
PIBB PAPIS DE NDICE BRASIL

BOVESPA
2367095A
Registered
NLC 36
6/30/2004
PIBB PAPIS DE NDICE BRASIL

BOVESPA
2367095B
Registered
NLC 36
6/30/2004
3/19/2012
BM&FBOVESPA
486884
Registered
NLC 16 /35 /36
4/4/2012
Russia
IBOVESPA
486885
Registered
NLC 16 /35 /36
4/4/2012
Singapore
IBOVESPA
T9502807G
Registered
NLC 36
Switzerland
IBOVESPA
427536
Registered
NLC 16 /35 /36
3/29/1995
Taiwan
IBOVESPA
83189
Registered
NLC 35
3/9/1995
Taiwan
IBOVESPA
84268
Registered
NLC 36
3/9/1995
Uruguay
IBRX
352.300
Registered
NLC 36
1/13/2004
3)
Patent applications in Brazil
Application number
Deposit date
Publication date
PI 0801789-1
4/30/2008
2/1/2011
PI 0801983-5
5/29/2008
2/9/2010
PI 0801982-7
5/29/2008
2/9/2010
9/30/2010
(international
application)
BR 11 2012 008205 1 A2
4/9/2012 (local
application)
12/5/2012
5/2/2012
(international
application)
11/1/2013(local
application)
05/13/2014
BR 11 2013 028263 0
BR 11 2014 017305 2
01/16/2013
(international
application)
07/14/2014
(local
application))
Title
Status
Sistema de operacionalizao de transao burstil
Patent application
in effect
Processo e sistema de realizao de precificao
Patent application
in effect
(Exchange Trading System)
(Pricing System and Collection Processing)
Processo de realizao de uma operao burstil de direto

e sistema de assistncia
Assistance
Patent application
in effect
Mtodo implantado por computador para facilitar a

negociao de valores mobilirios, sistema para facilitar a
negociao
de
valores
mobilirios,
meio
de
armazenamento legvel por computador implantado por
hardware e meio de armazenamento
Patent application
in effect
(Straight-Through
System)
Trade
Processing
and
(Computer-implemented method for facilitating securities
trading; system for facilitating securities trading; machinereadable storage medium)
Processos para a avaliao de risco para o encerramento

de uma carteira
(Portfolio Liquidation Risk Assessment Processes)
08/26/2014
CONTROLE DE VOLUME ADAPTATIVO (Adaptative Volume

Control)
59
Patent application
in effect
Patent application
in effect
4)
Cross-border Patent Applications and International Patent Applications under the Patent Cooperation Treaty
(PCT)
Country
Application No.
Deposit date
Status
United States
US-13/462,091(Final application that

replaced the provisional application
61/481,473)
Final application on May 2, 2012.

Provisional application on May 2, 2011
Patent application in effect
5) Technology transfer agreements

5.1.)
Technology recipient: Our Company, BM&FBOVESPA
Technology provider: The CME Group, Inc. (CME Group)
Subject-matter of the Technology Transfer Agreement: Development of a multimarket electronic trading system that will support
the trades of the markets managed by our Company, which include stocks, derivatives, foreign exchange, government and private
assets, and commodities. In addition, the trading platform will permit the Company to support, with greater technical efficiency
and no continuity impact, other markets that will be created in the future.
Term of effectiveness: We estimate the agreement, which was executed in 2010, will be effective for fifteen (15) years from the
execution date.
5.2.)
Technology recipient: Our Company, BM&FBOVESPA
Technology provider: Cinnober Financial Technology AB (Cinnober)
Subject-matter of Software Customization, and Software Maintenance and Support Agreements: transfer of technological
knowledge by means of technology supply and provision of technical and scientific assistance in connection with (1) development
and customization of a new automated post-trade platform; (2) installation, implementation and testing of the automated
platform; and (3) provision of support and maintenance services to our Company for the installation, implementation, personnel
training and operation stages.
Term of effectiveness: Software Customization Agreement - Executed in 2011, this agreement should be effective for theentire
project lifecycle. Software Support and Maintenance Agreement - The agreement was executed in 2011 to take effect from April
3, 2013. While agreed for an indefinite period, we anticipate the agreement will be effective for at least 10 years.
6) Material Technology Agreements

Term of effectiveness: Each agreement has its own renewal method and timeline, as designed to meet market standards or our
specific operating requirements.
Territory covered: Mostly Brazilian territory, with possible effects on other countries due to the nature of our business.
6.1)
Overview
The technology contracts that are relevant for the development of our activities are as follows: (i) license and maintenance
contracts for use of the software application regarding the trading engine for the derivatives module of our PUMA Trading System,
called SunGard Valdi EMS (replacing the former GLWin engine), agreed with GL Trade (now Sungard), and for use of the RiskWatch
software application, developed by Algorithmics Inc., for risk assessment related to the regular settlement cycle of securities; (ii)
licenses for use of software applications we utilize in our business operations, which we agreed with the rights owners; and (iii)
contracts regarding the use, technical support and maintenance of equipment used in our business operations, including the
technology platforms of our trading systems, agreed with IT service providers.
We and the CME Group executed in 2010 a technology agreement according to which we will collaborate in the joint development
of an electronic trading platform with lower than one-millisecond processing capacity, based on technology derived from the CME
Globex trading system and new technology we will develop jointly. This trading platform will include, under one single
infrastructure, all trading segments existing in our Company. The first phase of development (module for trading of derivatives
and spot foreign exchange in the BM&F segment) was completed and started to operate in the second half of 2011. This
development started in the first half of 2010 in partnership with the CME Group, and the completion and delivery of the securities
trading and securities derivatives module (Bovespa segment) took place in the first half of 2013. In the second half of 2014, the
PUMA Trading System replaced our private fixed-income platforms.
60
We and the CME Group are co-owners of this new multimarket trading platform and, through mutually granted perpetual,
irrevocable, non-exclusive and worldwide rights and licenses, joint holders of the related intellectual property rights, including
rights on improvements, upgrades and derivative software. In addition, within the scope of this partnership, the CME Group
transferred to our Company, based on the Globex system software, all the knowledge required for development and operation
of the new trading platform, which will also confer on our Company to total independence to exploit it commercially in certain
regions and under certain conditions.
In 2011 we entered into a software customization agreement and a software system support and maintenance agreement (in
addition to Software System Licensing Agreement, which includes a perpetual license for use of TRADExpress RealTime
Clearing, their cutting edge, multimarket, flexible clearing system with capacity for real-time information processing and risk
calculation) with Cinnober Financial Technology AB. The agreements contemplate knowledge transfer by supplying technology
and providing technical and scientific assistance in connection with (1) development and customization of a new automated posttrade platform; (2) installation, implementation and testing of this new automated platform; and (3) providing BM&FBOVESPA
with support and maintenance services for the installation, implementation, personnel training and operation stages of said
platform.
As mentioned above, in the context of the agreements entered into with Cinnober, the first phase of the IPN project was completed
in August 2014 with the launch of the BM&FBOVESPA Clearing, which is initially dedicated to the registration, clearing, settlement
and management of counterparty risk in transactions carried out in the financial derivatives and commodities markets, including
stock exchanges and OTC agreements, as well as spot market transactions involving financial gold assets.
Also in 2011, we signed with Calypso Technology Inc. Technology License and Master Services Agreements, whose goal is the
licensing of a platform for registration and management of over-the-counter transactions.
In addition to the aforementioned contracts, we have executed contracts with companies (vendors) specialized in the disclosure
of information on the trades executed and the quotes formed in our trading environments.
10. MANAGEMENTS DISCUSSION

10.1 Managements discussion on:
a.
financial condition and net equity position
Year ended December 31, 2014 compared with year ended December 31, 2013
The year 2014 was marked by a heatedly contested presidential race which resulted in heightened volatility and increased trading
volumes in the second half of the year, down to the voting day. However, this pre-electoral boost in trading activity was insufficient
to make up for the thin volume of trading in the earlier part of the year, so that ultimately the overall volume traded fell short of
the prior year volume both in markets comprising our BM&F segment (financial and commodity derivatives) and the markets
comprising our Bovespa segment (equities and equity derivatives).
The BM&F segment average daily volume reached 2.6 million contracts in 2014, down 9.3% on 2013, reflecting mainly the 23.7%
decrease in volume traded in Brazilian-interest rate contracts, which are typically the top traded contracts in this segment, while
average rate per contract (RPC) rose 5.3% to R$ 1.350, due notably to (i) increased average RPC of Brazilian-interest rate
contracts (change to the mix of contracts by maturity) and (ii) increased RPC in U.S. dollar-denominated interest rate contracts
and forex contracts, that were positively impacted by the depreciation of the Brazilian real against the US dollar in the period, as
both contracts reference the US currency. As for the BOVESPA segment, the average daily traded value in the stock market and
the equity derivatives markets dwindled by slight 1.7% year-on-year, reaching R$ 7.29 billion, to a large extent having trailed the
fall in average market capitalization3 of listed firms, which is attributable to the countrys deteriorating macroeconomic landscape.
BM&FBOVESPA therefore ended 2014 with total revenues (before PIS/COFINS and other tax reductions) of R$ 2,246,452
thousand, down 5.0% on 2013. This reduction was observed in both segments and in regard to other revenues too (not related
to trading and settlement).
From the standpoint of effective costs and expenses control, management held fast to its efforts to hold growth in adjusted
expenses4 below the average inflation rate, at R$592,349 thousand in 2014 from R$575,763 thousand in 2013, up only 2.9%. In
3
Result of the multiplication of the volume of equities issued by companies listed in the BOVESPA segment, by the respective market prices.
Costs and expenses controlled by (i) depreciation, (ii) stock options plan, (iii) taxes related to dividends received from the CME group, (iv) the companys
operating expenses, excluding those with no impact on cash flow, and (v) contribution of R$92,342 thousand to the MRP reimbursement mechanism at the end
of 2011, The purpose of this readjustment is to demonstrate the Companys operating expenses excluding those with no impact on cash flow or that are nonrecurrent.
4
61
addition, we continue to pledge our steadfast commitment to return capital to shareholders through an effective combination of
dividend payouts and share buybacks whereas staying clear of any action susceptible to compromising the financial health of our
Company.
Thus, our consolidated operating income fell 8.2% year-on-year to R$1,226,363 thousand from R$1,335,824 thousand previously,
while the GAAP net income (attributable to BM&FBOVESPA shareholders) fell 9.7% to R$977,053 thousand in 2014, from
R$1,081,516 thousand one year previously.
Last, but not least, BM&FBOVESPA is well-positioned to capture the future growth opportunities that the Brazilian market will
certainly continue to offer, although it must be said the economic outlook as 2014 came to a close became more challenging in
light of the present macroeconomic conditions. Nonetheless, we believe our investments in product development and technology
infrastructure are key factors for the future growth and diversification of our revenue base, for the improvement of our services,
and will be critical in consolidating the efficiency and strength of the Brazilian capital markets. It is our firm belief the development
and implementation of our business strategy will continue to bear fruit in the years ahead.
There were important developments in 2013 pertaining to the markets, products and services that BM&FBOVESPA operates. In
the BOVESPA segment there was increased activity, which reached a record average daily traded value of R$7.42 billion in
2013 against R$ 7.25 billion in 2012, driven primarily by increase in turnover velocity 5, despite unmoving equity market
capitalization. In the BM&F segment, meanwhile, there was a 1.8% reduction to the average daily trading volume of contracts
to 2.85 million in 2013 from 2.90 million in 2012, however average RPC rose 7.6% to R$ 1.282 in 2013 from R$ 1.191 in
2012, primarily because a substantial portion of the volumes correlate with contracts for which we charge US Dollar-denominated
fees, so that ultimately these revenues were positively influenced by the depreciation of the Brazilian real against the US Dollar.
In a striking note of market performance, while in the first half of 2013 value traded in cash equities as well as volume traded in
financial derivatives hit record highs, in the second half of the year trading value and volumes plummeted, unveiling a shift in
market mood triggered by sinking risk appetite and deteriorating market expectations, as portfolios investment outflows soared.
Ultimately, our diversified revenue base and innovative products and services offerings (including securities lending and Treasury
Direct services, products as exchange-traded real estate funds (FIIs) and agribusiness credit bills (LCAs) added to the positive
effects of our market making program for options on single stocks, and equity offerings worth R$23 billion in gross proceeds (the
largest equity-financing volume in three years), all contributed to a climb in total revenues compared with 2012.
Reflecting this performance, our consolidated total revenues climbed 3.3% year-over-year, to R$2,364,956 thousand in 2013 from
R$2,289,023 thousand one year previously, as the outcome of a 5.9% rise in revenues from trading and settlement fees earned
in our BM&F segment coupled with a 1.0% drop in revenues from trading and settlement fees earned in our BOVESPA segment;
and an important contribution from revenues unrelated to trading volumes, which surged 9.1% year-over-year.
Once again, our unwavering efforts to controlling costs and expenses drove us to successfully contain the build-up in adjusted
expenses below the average inflation rate to R$575,763 thousand in 2013 from R$563,487 thousand in 2012, an increase of only
2.2%. In addition, we continue to pledge steadfast commitment to return capital to shareholders by combining cash distributions
and share buybacks effectively and without affecting our solid financial position.
Thus, our consolidated operating income climbed 2.6% year-over-year, to R$1,335,824 thousand in 2013 from R$1,301,670
thousand, while the GAAP net income (attributable to BM&FBOVESPA shareholders) rose 0.7% to R$1,081,516 thousand in 2013
from R$1,074,290 thousand one year previously.
b.
Capital structure; likelihood of share redemption
The table below sets forth year-end data on the composition of consolidated capital structure in the last three years:
(i) at December 31, 2014 - 25.6% liabilities and 74.4% equity, (ii) at December 31, 2013 - 25.5% liabilities and 74.5% equity,
(iii) at December 31, 2012 - 19.6% liabilities and 80.4% equity .
Year ended December
Year ended December
Year ended December 31,
Turnover velocity results from dividing cash market traded volume in the year by average market capitalization in the same period.
62
31,
2014
Current and noncurrent liabilities
Shareholders equity
Total liabilities and shareholders equity
6,549,860
31,
2013
(in R$ thousands, except for percentages)
25.6%
6,597,767
25.5%
2012
4,733,232
19.6%
18,988,403
74.4%
19,298,892
74.5%
19,413,882
80.4%
25,538,263
100.0%
25,896,659
100.0%
24,147,114
100.0%
Under total liabilities, part of our onerous liabilities relates mainly to debt issued abroad in connection with global senior notes
issued in a cross-border bond offering completed on July 16, 2010 (see subsection 10.1(f)).
According to the information presented above, our Company has a conservative degree of leverage, taking into account both our
total liabilities (current and noncurrent liabilities) and our onerous liabilities (debt and interest on debt).
2014
2013
2012
(in R$ thousands, except for percentages)

Total onerous liabilities
1,666,491
Interest payable on debt issued abroad and loans

Debt issued abroad and loans
8.1%
47,368
1,468,322
7.1%
42,129
1,619,123
1,279,121
6.2%
36,882
1,426,193
1,242,239
Shareholders equity
18,988,403
91.9%
19,298,892
92.9%
19,413,882
93.8%
Total onerous liabilities and shareholders equity
20,654,894
100.0%
20,767,214
100.0%
20,693,003
100.0%
i.
ii.
in event of redemption
redemption price calculation method
Other than as legally prescribed, we are not contemplating any share redemption and do not anticipate any event occurring that
would trigger redemption rights.
c.
Capacity to service the debt.
Our Company has strong cash generation capacity, as evidenced by consolidated operating income of R$ 1,226,363 thousand in
2014, R$1,335,824 thousand in 2013 and R$1,301,670 thousand in 2012, and consolidated operating margins of 60.4%, 62.8%
and 63.0%, respectively, as well as yearly net income attributable to shareholders amounting to R$ 977,053 thousand,
R$1,081,516 thousand and R$1,074,290 thousand for the same three years, respectively.
Additionally, our consolidated cash and cash equivalents coupled with short- and long-term financial investments reached R$
3,855,527 thousand (15.1% of total assets) in 2014, R$4,870,760 thousand in 2013 (18.8% of total assets) and R$3,850,639
thousand in 2012 (15.9% of total assets). Moreover, we should note that cash and cash equivalents, as well as financial
investments include cash collateral pledged by market participants in the course of their dealings, which, as registered under
current liabilities in our balance sheet, totaled R$ 1,321,935 thousand at year-end 2014, versus R$2,072,989 thousand and
R$1,134,235 thousand in 2013 and 2012, respectively.
Accordingly, our net indebtedness ratio (see subsection 10.1(f) below) at December 31, 2014 was R$820,812 thousand negative,
which compares with equally negative figures of 2013 and 2012 (R$1,279,524 thousand and R$1,393,308 thousand, negative,
respectively), in each case denoting our low degree of financial leverage and very strong capacity to service our debt. Given the
nature of our available cash flows, which include our own financial resources as well as cash pledged as collateral by customers,
our policy calls for lower-risk investing of cash balances, which we typically accomplish by seeking very conservative, highly liquid,
safe investments, often by taking positions in Brazilian government bonds, notes and other debt securities whose yield and coupon
rates typically track the base rate (interbank lending rates or the SELIC rate), whether or not including a spread. We therefore
believe our Company is fully capable of servicing its debt both in the short and long term.
d.
Sources of working capital and capital expenditure financing.
We finance working capital and capital expenditure requirements primarily from our operating cash flow, which is sufficient to
support all of the former and most of the latter.
In a particular we have also accessed the capital markets (by issuing global senior notes in a 2010 bond offering) as an alternative
63
to finance noncurrent assets. For additional information on the nature and characteristics of our debt obligations, see the
discussion under subsection 10.1(f) below.
e.
Sources of working capital and capital expenditure financing that the company intends to use to cover
liquidity deficiencies.
As previously noted, operating cash flow is the primary source for funding our own working capital and capital expenditure
requirements.
Moreover, should the need arise, we may cases consider alternative sources of funding, which include taking bank loans or
accessing government financing programs or the domestic or international capital markets. The Companys rating (foreign and
local currency) from the prime international credit rating agencies6 facilitates new financing to cover any liquidity requirements
that may arise.
f.
Indebtedness level and characteristics of existing debt obligations

(i)
material loans and financing transactions
On July 16, 2010 BM&FBOVESPA completed an offering of global senior unsecured notes priced at 99.635% of the aggregate
principal nominal amount of US$612,000 thousand, which after deducting underwriting discounts netted proceeds of
US$609,280 thousand (at the time equivalent to R$1,075,323 thousand). The notes mature on July 16, 2020, and pay interest
coupon of 5.50% per annum payable every six months, in January and July. However, as computed to include the transaction
expenses, in particular underwriting discounts, commissions paid to the arranging and structuring banks and other offering
expenses, listing fees, legal fees, rating fees paid to Standard & Poors and Moodys, and ongoing administration and custody
expenses, the actual cost will represent a rate of 5.64% per annum. Effective from July 16, 2010, we used the net offering
proceeds to purchase additional interest in the shares of the CME Group, thereby increasing our ownership interest to 5% of
the shares of common stock (from 1.8% earlier).
As translated into Brazilian Reals, the balance of our debt under the global notes as of December 31, 2014 was R$1,666,491
thousand (including accrued interest of R$47,368 thousand), as compared to R$1,468,322 thousand (including accrued interest
of R$42,129 thousand) on December 31, 2013; and R$1,279,121 thousand (accrued interest of R$36,882 thousand) at
December 31, 2012. Moreover, at December 31, 2014, the fair value of our debt under the notes, as determined based on
market data, was R$1,737,987 thousand (Source: Bloomberg).
Starting from the notes issue date (July 16, 2010), we have designated as hedging instrument that portion of the principal
under the notes which correlates with changes in exchange rates in order to hedge the foreign currency risk affecting that
portion of our investment in the CME Group, which correlates with the notional amount of US$612 million (a hedging instrument
in a hedge of net investment in a foreign operation, per Note 7 to our financial statements as of and for the year ended
December 31, 2014). Accordingly, we have adopted net investment hedge accounting pursuant to accounting standard CPC-38
(IAS 39 -Financial Instruments: Recognition and Measurement), for which purpose the hedging relationship has been formally
designated and documented, including as to (i) risk management objective and strategy for undertaking the hedge, (ii) category
of hedge, (iii) nature of the risk being hedged, (iv) identification of the hedged item, (v) identification of the hedging
instrument, (vi) evidence of the actual statistical relationship between hedging instrument and hedged item (retrospective
effectiveness test) and (vii) a prospective effectiveness test.
Under CPC 38 (IAS 39) we are required to assess hedge effectiveness in foreign transactions by conducting retrospective and
prospective tests. On testing backward-looking effectiveness, we adopt the ratio analysis method, also called dollar offset
method, as applied on a cumulative and spot-rate basis. In other words, this method compares changes in fair values for the
hedging instrument and hedged item attributable to the hedged risk, as measured on a cumulative basis over a given period
(from the hedge inception to the reporting date) using the foreign currency spot exchange rate at each relevant date in order to
determine the ratio of cumulative gain or loss on the notes principal amount to cumulative gain or loss on the net investment
in a foreign operation over the relevant period. And on testing forward-looking effectiveness, we adopt stress scenarios which
we apply to the hedged variable in performing foreign currency sensitivity analysis so as to determine degree of sensitivity to
changes in exchange rates. We have tested the hedge effectiveness and prospectively, having determined that there was no
realizable ineffectiveness at December 31, 2014.
Standard & Poor's: BBB (long-term issuer credit rating, foreign and local currency); A-2 (short-term issuer credit rating, foreign and local currency); Outlook:
stable.
Moodys: Baa1 (senior unsecured foreign currency debt rating); Baa1 (foreign currency senior unsecured debt); Outlook: negative.
6
64
The table below sets forth data related to our debt service7 coverage ratio.
Debt coverage indicator

2014
2013
2012
(in R$ thousands)
Gross debt service

(-) Cash and cash equivalents, plus short- and longterm financial investments (excludes Collateral for
transactions and Earnings and rights on securities in
custody)
Net debt service
(ii)
1,666,491
1,468,322
1,279,121
2,487,303
2,747,846
2,672,429
(820,812)
(1,279,524)
(1,393,308)
other long-term transactions with financial institutions
In the normal course of our business we transact on an arms length basis with some of the primary financial institutions operating
in Brazil. These are transactions agreed pursuant to customary market practices. Other than as set forth herein, we have no longterm transactions agreed with financial institutions and our noncurrent liabilities record no other long-term liabilities.
(iii)
debt subordination
In terms of subordination, the liabilities we recognize in the line items under current and noncurrent liabilities in our balance
sheet statement rank as follows:
Collateral for transactions pursuant to articles 6 and 7 of Law No. 10,214/01 (clearing and settlement within the scope
of the Brazilian Payment System) and articles 193 and 194 of Law No. 11,101/05 (Bankruptcy and Reorganization Law),
the financial assets pledged to our clearing houses as collateral for transactions rank senior to and have priority over
any other guarantee up to the amount of the transactions these collaterals secure, and are not affected in any way in
the event of bankruptcy or judicial reorganization proceedings.
Tax and payroll liabilities pursuant to article 83 of Law No. 11,101/05 (Bankruptcy and Reorganization Law),
government credits for tax liabilities and government or employee credits for social security and payroll liabilities
(recognized in the line items personnel and related charges and income tax and contributions payable/recoverable)
constitute preferred debt and, thus, have priority over other types of debt.
Other payment obligations other obligations recognized under current and noncurrent liabilities in our balance sheet
statement as of December 31, 2014, constitute unsecured debt.
(iv)
restrictions on indebtedness level and new financing, on dividend declaration, on assets sales,
on new issues and transfer of control
The indenture governing our issuance of senior unsecured notes includes certain limitations and requirements customary in similar
transactions found on the international debt markets, which we believe will not restrict our normal operating and financial
activities. Provisions containing such limitations and requirements include mainly the following:
Limitation on liens a provision limiting our and our subsidiaries ability to secure debt by creating liens (other than certain
permitted liens, as defined);
Limitation on sale and lease-back transactions;

General liens basket a provision permitting us to undertake additional debt provided the sum of (a) the aggregate
Limitation on mergers, consolidations or business combinations a provision restricting our ability to merge, consolidate
principal amount of all debt obligations secured by liens other than certain permitted liens (as defined), and (ii) debt
attributable to all our and our subsidiarys sale and lease-back transactions (with certain exceptions), should not exceed
20% of our consolidated net tangible assets (as defined);
or otherwise combine with any other person unless the resulting or surviving company assumes obligation to repay the
principal and pay interest on the notes, and meets certain other requirements designed to ensure compliance with the
terms and conditions of the indenture.
However, these limitations and requirements include a number of exceptions which are set forth in the indenture.
g.
Restrictions on use of the proceeds of financing previously undertaken.
In determining our debt service coverage ratio and in order to better evidence the actual ratio of cash available for debt servicing, we calculate total cash and
cash equivalents plus short- and long-term financial investments (current and noncurrent assets) after eliminating amounts recognized under the line item
collateral for transactions, as well as payouts and rights on securities under custody at our central securities depository under the current liabilities line item.
65
Not applicable. Other than the funding transaction discussed under 10.1(f) above, we have taken no loans or financing.
h.
Significant changes to line items of the financial reports.
Our consolidated financial statements for December 31, 2014, and the comparative financial statements for December 31, 2013
and 2012, have been prepared and are presented in accordance with the accounting standards generally accepted in Brazil.
In December 2014, BM&FBOVESPAs stake in Bolsa Brasileira de Mercadorias (BBM) was discontinued. As a consequence, for
2013 and 2014, BBMs contribution to BM&FBOVESPAs revenues, expenditure and financial results was reclassified as net Income
of the discontinued operations, within the consolidated earnings report.
The tables below set forth selected financial information from our financial statements at December 31, 2014, 2013 and 2012.
For better understanding of our performance, the tables below set forth data related only to the main line items of the statement
of income and balance sheet statement, and changes to these line items, as selected by management upon applying the
materiality criteria set forth below.
Selected financial information from the consolidated statements of income. Information selected from results presents
Selected financial information from the consolidated balance sheet statements. Information selected from the balance
Other selected financial information. Other financial information selected by management includes data under lines items
only the revenue line items that accounted for over 3.0% of net revenue for the year ended December 31, 2014; expense
line items that accounted for over 5.0% (by expense module) of net revenue for the same year, in addition to income
line items, and line items related to deductions from revenue and taxes.
sheet presents only the main line items which accounted for over 4.0% of total assets as of December 31, 2014.
related to one-off, extraordinary or non-recurring and other events, which are likely to provide a clearer understanding
of our statement of income.
Selected Financial Information (from the

Consolidated Statements of Income)
(In R$ thousands) (%)
2014
Total revenues
2,246,452
110.6%
2,364,956
111.2%
2,289,023
Trading and settlement services - BM&F segment

Derivatives
866,577
850,607
42.7%
41.9%
916,530
897,098
43.1%
42.2%
865,874
848,858
977,373
48.1%
1,023,978
48.2%
162,620
793,493
8.0%
39.1%
192,985
804,570
9.1%
37.8%
Other revenues
Securities lending
Depository, custodian, back-office services
Market data (vendors)
Trading participants' access
402,502
81,203
117,089
70,032
39,333
19.8%
4.0%
5.8%
3.4%
1.9%
424,448
102,186
116,305
69,236
47,705
Deductions from revenues
(216,019)
10.6%
Net revenue
2,030,433
Expenses
Personnel and related charges
Data processing
Depreciation and amortization
Marketing and promotion
Sundry
(804,070)
(354,411)
(124,202)
(119,133)
(11,305)
(65,679)
Operating income
Var, (%)
Var, (%)
2014/2013
2013/2012
110.9%
-5.0%
3.3%
41.9%
41.1%
-5.5%
-5.2%
5.9%
5.7%
1,034,007
50.1%
-4.6%
-1.0%
243,181
769,221
11.8%
37.3%
-15.7%
-1.4%
-20.6%
4.6%
20.0%
4.8%
5.5%
3.3%
2.2%
389,142
77,063
102,763
67,668
51,540
18.8%
3.7%
5.0%
3.3%
2.5%
-5.2%
-20.5%
0.7%
1.1%
-17.5%
9.1%
32.6%
13.2%
2.3%
-7.4%
(238,318)
11.2%
(224,273)
10.9%
-9.4%
6.3%
100.0%
2,126,638
100.0%
2,064,750
100.0%
-4.5%
3.0%
39.6%
17.5%
6.1%
5.9%
0.6%
3.2%
(790,814)
(352,017)
(110,423)
(119,534)
(14,833)
(55,956)
37.2%
16.6%
5.2%
5.6%
0.7%
2.6%
(763,080)
(353,880)
(102,805)
(93,742)
(19,280)
(64,567)
37.0%
17.1%
5.0%
4.5%
0.9%
3.1%
1.7%
0.7%
12.5%
-0.3%
-23.8%
17.4%
3.6%
-0.5%
7.4%
27.5%
-23.1%
-13.3%
1,226,363
60.4%
1,335,824
62.8%
1,301,670
63.0%
-8.2%
2.6%
Equity in results of investees
212,160
10.4%
171,365
8.1%
149,270
7.2%
23.8%
14.8%
Interest income, net

Interest income
Interest expenses
208,157
361,761
(153,604)
10.3%
17.8%
7.6%
180,695
298,868
(118,173)
8.5%
14.1%
5.6%
208,851
297,217
(88,366)
10.1%
14.4%
4.3%
15.2%
21.0%
30.0%
-13.5%
0.6%
33.7%
Income (loss) before taxation on profit
1,646,680
81.1%
1,687,884
79.4%
1,659,791
80.4%
-2.4%
1.7%
Income and social contribution taxes

Current
Deferred
(660,959)
(104,159)
(556,800)
32.6%
5.1%
27.4%
(606,588)
(60,097)
(546,491)
28.5%
2.8%
25.7%
(585,535)
(67,314)
(518,221)
28.4%
3.3%
25.1%
9.0%
73.3%
1.9%
3.6%
-10.7%
5.5%
Net income of continued operations
985,721
48.5%
1,081,296
50.8%
0.0%
-8.8%
Net income of discontinued operations
(7,807)
0.4%
(349)
0.0%
0.0%
2137.0%
Net income in the period
977,914
48.2%
1,080,947
50.8%
1,074,256
52.0%
-9.5%
0.6%
Attributable to: BM&FBOVESPA shareholders
977,053
48.1%
1,081,516
50.9%
1,074,290
52.0%
-9.7%
0.7%
Var, (%)
2013/2012
Trading and settlement services- BOVESPA

segment
Trading fees trading systems
Settlement fees clearing and settlement systems
Selected Financial Information (from the

Consolidated Balance Sheet Statements)
(In R$ thousands) (%)
AV (%)
2013
AV (%)
2012
AV (%)
2014
AV (%)
2013
AV (%)
2012
AV (%)
Var, (%)
2014/2013
Current assets
2,785,239
10.9%
4,319,483
16.7%
3,536,282
14.6%
-35.5%
22.1%
Cash and cash equivalents
500,535
2.0%
1,196,589
4.6%
43,642
0.2%
-58.2%
2641.8%
Assets
66
Financial investments
1,962,229
7.7%
2,853,393
11.0%
3,233,361
13.4%
-31.2%
-11.8%
Noncurrent assets
22,753,024
89.1%
21,577,176
83.3%
20,610,832
85.4%
5.4%
4.7%
Long-term receivables
1,797,322
7.0%
1,135,424
4.4%
808,868
3.3%
58.3%
40.4%
Financial investments
1,392,763
5.5%
820,778
3.2%
573,636
2.4%
69.7%
43.1%
Investments
3,761,300
14.7%
3,346,277
12.9%
2,928,820
12.1%
12.4%
14.3%
Investment in associate
3,729,147
14.6%
3,312,606
12.8%
2,893,632
12.0%
12.6%
14.5%
Intangible assets
16,773,216
65.7%
16,672,325
64.4%
16,512,151
68.4%
0.6%
1.0%
Goodwill
16,064,309
62.9%
16,064,309
62.0%
16,064,309
66.5%
0.0%
0.0%
Total assets
25,5328,263
100.0%
25,896,659
100.0%
24,147,114
100.0%
-1.4%
7.2%
Current liabilities
1,891,833
7.4%
2,710,846
10.5%
1,660,609
6.9%
-30.2%
63.2%
Collaterals for transactions
1,321,935
5.2%
2,072,989
8.0%
1,134,235
4.7%
-36.2%
82.8%
4,658,027
18.2%
3,886,921
15.0%
3,072,623
12.7%
19.8%
26.5%
Debt issued abroad and loans
1,619,123
6.3%
1,426,193
5.5%
1,242,239
5.1%
13.5%
14.8%
Deferred income tax and social contribution
2,859,306
11.2%
2,295,774
8.9%
1,739,644
7.2%
24.5%
32.0%
Capital and reserves attributable to shareholders
18,988,403
74.4%
19,298,892
74.5%
19,413,882
80.4%
-1.6%
-0.6%
Capital stock
2,540,239
9.9%
2,540,239
9.8%
2,540,239
10.5%
0.0%
0.0%
Capital Reserves
15,220,354
59.6%
16,056,681
62.0%
16,037,369
66.4%
-5.2%
0.1%
Total liabilities and shareholders equity
25,538,263
100.0%
25,896,659
100.0%
24,147,114
100.0%
-1.4%
7.2%
Liabilities and shareholders equity
COMPARATIVE ANALYSIS OF CONSOLIDATED STATEMENTS OF INCOME
Total revenues
Total revenues for the year ended December 31, 2014, amounted to R$2,246,452 thousand, falling 5.0% year-over-year due
primarily to increased revenues from operations in both segments and due to other revenues (not related to trading and
settlement).
Trading and settlement systems BM&F segment
This line item fell 5.5% year-over-year totaling R$866,577 thousand (38.6% of total revenues), due to a 9.3% drop in volumes
partially compensated by a 5.3% increase to average RPC in the period.
Trading and settlement systems BOVESPA segment
This line item fell 4.6% year-on-year totaling R$977,373 thousand, and accounted for 43.5% of total revenues. This fall is
explained by a 1.7% drop in average daily volume combined with a 2.5% margin drop.
Trading Fees trading systems. This revenue line item declined 15.7% year-on-year, to R$162,620 thousand from R$192,985
thousand one year previously, due primarily to the changes in pricing policies implemented in April 2013 for a price structure
rebalancing (trading and settlement fee rates) which included a cut in trading fees for different investor groups.
Settlement fees clearing and settlements systems. This revenue line went down 1.4% year-over-year, to R$793,493 thousand
from R$804,570 thousand one year earlier, due in part to a price structure rebalancing across the segment (trade and post-trade
fees rates mainly) which resulted in changes in pricing policies implemented in April 2013, including changes in fees charged from
local institutional investors and intraday traders.
Other revenues
Other revenues hit R$402,502 thousand, a 5.2% drop from the year before, and accounted for 17.9% of total revenues, primarily
as a result of changes in revenue line items unrelated to trading and settlement operations, as follows:
Securities lending. Revenues of R$81,203 thousand (3.6% of total revenues) dropped 20.5% from 2013, due to reduced financial
volume in open interest, for which the average in 2014 was R$32.8 billion, down 19.6% on 2013.
Depository, custody, back office services.
Revenues of R$117,089 thousand (5.8% of total revenues), stable on the previous
year.
Market data (vendors). At R$70,032 thousand (3.4% of total revenues) this revenue line was stable on the previous year.
Trading access (brokers).
This line item amounted to R$39,333 thousand (1.9% of total revenues), a 17.5% year-on-year fall
67
related mainly to changes made to our messaging control policy and the discontinuance of certain legacy services for market
participants.
Deductions from revenue
Deductions from revenue totaled R$216,019 thousand, a 9.4% year-on decrease, in line with the lower revenue and reflecting
the offsettable amount of credits from PIS and Cofins taxes related to revenue inputs.
Net revenue
As a result of the changes in revenue line items discussed above, the net revenue fell 4.5% year-over-year, to R$2,030,433
thousand from R$2,126,638 thousand one year before.
Expenses
Expenses totaling R$804,070 thousand rose only 1.7% year-over-year, significantly below the inflation rate of the same period.
Set forth below is a discussion of the principal changes in operating expense line items.
Personnel and related charges. This expense line totaled R$354,411 thousand, stable year-on-year as a result of (i) diligent
headcount management adopted by the Company throughout 2014; and (ii) increased costs on capitalized personnel expenses
for technological development in 2014, for which the amount was R$6,073 thousand higher than in 2013.
Data processing. The expenses in this line item totaled R$124,202 thousand, up 12.5% year-on-year due mainly to R$9,505
thousand related to updating the BM&FBOVESPA PUMA Trading System, which is unlikely to be repeated.
Depreciation and amortization. The expenses in this line item totaled R$119,133 thousand, stable compared with 2013.
Marketing and promotion. This expense line hit R$11,305 thousand down a considerable 23.8% year-on-year due primarily to
the reprioritization of our marketing campaigns for the year and cuts in advertising expenses.
Sundry. This expense line hit R$65,679 thousand, up 17.4% year-on-year due primarily to an increase in donations and
contributions, among which: (i) R$9,335 thousand in proceeds from fines having been transferred to BM&FBOVESPA Market
Surveillance (BSM) in the final quarter of 2014 to fund its operations, as well as the regular transfer of fines for cash settlement
and delivery failures made by BSM, as established in BM&FBOVESPA Circular Letter 044/2013; and (ii) contributions to the federal
governments Cincias sem Fonteiras educational project in the third quarter of 2014.
Operating income
At R$1,226,363 thousand, the operating income (revenues, net of expenses) was down 8.2% from R$1,335,824 thousand in the
prior year.
Gain (loss) on equity-method investment (equity in the results of subsidiaries and investees)
We account for our investment in shares of the CME Group under the equity method of accounting and recognize gains and losses
through profit or loss in the statement of income. Our net share of gain from the equity-method investment in CME Group shares
went up 23.8% from one year before, totaling R$212,160 thousand, reflecting the depreciation of the Brazilian Real against the
US Dollar and improved CME Group results. It should be noted that this figure includes R$80,966 thousand provisioned as
recoverable tax paid abroad.
Net interest income for the year hit R$208,157 thousand, up 15.2% year-on-year due primarily to the positive impact of interest
income rising 21.0% to R$361,761 thousand in 2014 in line with higher interest rates. Interest expenses, meanwhile, rose 30.0%
to R$153,604 thousand due to the depreciation of the Brazilian Real against the US Dollar, since most our interest expenses
correlate with debt under global senior notes issued in a July 2010 cross-border offering, and to an R$18,105 thousand
nonrecurring REFIS (Tax Recovery Program) adhesion payment.
Income before taxation on profit
Income before taxation on profit fell by 2.4% year-over-year, to R$1,646,680 thousand from R$1,687,884 thousand one year previously.
Income before taxes totaled R$660,959 thousand and include R$104,159 thousand in current income tax and social contribution
(related mainly to the offset portion of R$54,688 thousand with cash flow impact, including R$51,318 thousand in payment of tax
of previous years through REFIS and R$49,471 thousand cleared with tax retained overseas). Additionally, at R$556,800 thousand,
the line item deferred income tax and social contribution breaks down as follows: (i) recognition of deferred tax liabilities of
R$554,576 thousand related to temporary differences attributable mainly to amortization of goodwill for tax purposes, with no
impact on cash flow; and (ii) recognition of deferred tax assets amounting to R$2.224 thousand related mainly to temporary
differences and reversal of deferred tax liabilities.
68
Discontinued Operations: after assessment of the results generated by the Bolsa Brasileira de Mercadorias in the past few years,
as well as its future prospects, BM&FBOVESPA reassessed its stake and decided to discontinue it, relinquishing from its settlor
membership and the rights that it held in Bolsa Brasileira de Mercadorias membership shares. As a consequence, there was
R$7,807 thousand negative income generated from discontinued operations, including recognition of a R$7,539 thousand loss
resulting from the relinquishment of the shares, calculated based on the value of the investment held on November 30, 2014.
Net income for the year
Net income for the year fell 9.5% year-over-year to R$977,914 thousand from R$1,080,947 thousand at December 31, 2013.
Net income attributable to BM&FBOVESPA shareholders
Net income attributable to BM&FBOVESPA shareholders fell 9.7% year-over-year to R$977,053 thousand from R$1,081,516
thousand the year before, primarily due to lower revenues earned and to non-recurring items such as adhesion to REFIS (net
negative impact of R$63,081 thousand) in August 2014 and the negative impact of discontinued operations.
Year ended December 31, 2013 compared with year ended December 31, 2012.
Total revenues
Total revenues for the year ended December 31, 2013, amounted to R$2,364,956 thousand, rising 3.3% year-over-year due
primarily to revenue increases in the BM&F segment and from other revenues (not linked to trading and settlement), but offset
by falling revenues in the Bovespa segment.
Trading and settlement systems BM&F segment
At R$916,530 thousand (38.8% of the total), where R$897,098 thousand relates to fees earned on trades in financial and
commodity derivatives, this line item increased 5.9% year-over-year reflecting a 7.6% climb in average RPC for the segment and
1.8% reduction to volumes traded in the segment.
Trading and settlement systems Bovespa segment
At R$1,023,978 thousand in 2013 (42.3% of the total), this line item dropped 1.0% year-over-year due mainly to a 4.5% margin
drop (to 5.423 bps from 5.676 bps one year earlier) attributable to fee structure changes introduced in 2013, which reduced
trading prices in the cash equities market for foreign investors and individual investors, to the increased participation of investors
with discounts per volume and the falling participation of equity options in total volume, which were not totally reflected in the
falling revenues due to the 2.3% growth in average traded volume.
Trading Fees trading systems. This revenue line item declined 20.6% year-on-year, to R$192,985 thousand from R$243,181
thousand one year previously, driven by pricing changes implemented in April 2013, such as the rebalancing between exchange
fees and clearing/settlement fees and the reduced exchange fees, applied to distinct groups of investors.
Settlement fees clearing and settlements systems. The revenue from fees our equities clearing house charges on clearing and
settlement transactions (Bovespa segment) went up 4.6% year-over-year, to R$804,570 thousand from R$769,221 thousand in
2012, due mainly to the price structure rebalancing also implemented in April 2013 for local institutional investors and day trading.
Other revenues
Other revenues of R$424,448 thousand (17.9% of the total) rose 9.1% from the year before primarily as a result of changes in
revenue line items unrelated to trading and settlement operations, as follows:
Securities lending services. This revenue line hit R$102,186 thousand (4.3% of total revenues), a 32.6% year-over-year upsurge
due mainly to arise in financial value of the balance of open interest positions at year-end, which amounted to R$40.8 billion, up
27.5% on 2012.
Depository, custody, back office services. The line for revenues derived from the operations of our central securities depository
hit R$116,305 thousand (4.9% of total revenues) rising 13.2% year-over-year mainly due to a 4.6% climb in average financial
value of assets under custody, in addition to revenue from fees related to custody of Brazilian government bonds traded in our
Tesouro Direto platform and LCA registration.
Market data (vendors). At R$69,236 thousand (2.9% of total revenues) this revenue line item picked up 2.3% year-over-year.
While the number of customers for our market data shrank somewhat, this climb is attributable mainly to appreciation of the US
Dollar versus the Brazilian Real, as we derive around half of this revenue line from fees denominated in US Dollars which we
charge foreign customers.
Deductions from revenue

69
Deductions from revenue totaled R$238,318 thousand, a 6.3% increase, higher than the increase in total revenues due to less
use of PIS/COFINS credits from inputs. It should be noted that part of the credits generated in 2013 will be used in 2014.
Net revenue
As a result of the changes in revenue line items discussed above, net revenue rose 3.0% year-over-year, to R$2,126,638 thousand
from R$2,064,750 thousand one year previously.
Expenses
Expenses totaling R$790,814 thousand climbed 3.6% year-over-year, with an emphasis on:
Personnel and related charges. This expense line totaled R$352,017 thousand, down slight 0.5% year-over-year, and correlates
primarily with the provision for expenses with healthcare plans, which totaled R$27,553 thousand and was recognized in
accordance with accounting standard CPC 33/IAS 19 (Employee Benefits). If the value of this provision were discounted,
expenditure on personnel and related charges would have risen 7.9%, largely as a result of annual collective bargaining and lower
capitalized personnel expenses in ongoing projects (in 2013, the capitalized amount was R$9.5 million lower than in 2012).
Data processing. This line item totaled R$110,423 thousand, a 7.4% increase on the prior year, largely reflecting higher expenses
with services and maintenance of software and hardware that support the technological platforms implemented over the year,
such as the implementation of the BM&FBOVESPA PUMA Trading System, in April 2013.
Depreciation and amortization. The expenses in this line item totaled R$119,534 thousand, up 27.5% year-over-year, reflecting
the start of operations of new technological platforms and consequent additional depreciation, in particular (i) the equities module
of the BM&FBOVESPA PUMA Trading System, implemented in April 2013 and (ii) the Enterprise Resource Planning (ERP) solution
implemented in 2013.
Marketing and promotion.
This expense line hit R$14,833 thousand, falling 23.1% year-over-year due primarily to the
reprioritization of our marketing campaigns for the year and cuts in advertising expenses.
Sundry. This expense line hit R$55,956 thousand, down 13.3% year-on-year due primarily to the transfer of R$15.000 thousand
to BSM at the end of 2012, with the objective of costing this institutions activities.
Operating income
At R$1,335,824 thousand, operating income (revenues, net of expenses) was up 2.6% from R$1,301,670 thousand in the prior
year.
Gain (loss) on equity-method investment (equity in the results of subsidiaries and investees)
We account for our investment in shares of the CME Group under the equity method of accounting and recognize gains and losses
through profit or loss in the statement of income. Our gain from this investment totaled R$171,365 thousand, up 14.8% on the
previous year. This growth reflects the depreciation of the Brazilian Real against the US Dollar and improved CME Group results
and that this figure includes R$64.847 thousand provisioned as recoverable tax paid abroad.
Net interest income of R$180,695 thousand dropped 13.5% year-over-year mainly due to a 33.7% year-on-year increase to
interest expenses to R$118,173 thousand due to the appreciation of the US Dollar against the Brazilian Real, since we are required
to make US Dollar-denominated coupon payments under the global senior notes issued in our July 2010 cross-border offering.
Interest revenue was almost unchanged, rising only 0.9% to R$300,023 thousand.
Income before taxation on profit
Income before taxation on profit rose by 1.7% year-over-year, to R$1,687,884 thousand from R$1,659,791 thousand.
Income tax and social contribution for the year totaled R$606,588 thousand. This line item comprises current income tax and
social contribution amounting to R$60,097 thousand, including R$64.847 thousand which we offset against income tax paid
abroad, of which R$4,750 thousand will constitute temporary credits to be used by the Company in the future. Additionally, at
R$546,491 thousand, the line item deferred income tax and social contribution comprises (i) recognition of R$555,648 thousand
in deferred tax liabilities related to temporary differences attributable mainly to amortization of goodwill for tax purposes, with no
impact on cash flow for the year; and (ii) recognition of R$9,157 thousand in deferred tax assets related mainly to temporary
differences and reversal of deferred tax liabilities.
Net income for the year
Net income for the year rose 0.6% year-over-year to R$1,080,947 thousand at December 31, 2013, from R$1,074,256 thousand
one year before.
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Net income attributable to BM&FBOVESPA shareholders
Net income attributable to BM&FBOVESPA shareholders climbed 0.7% year-over-year to R$1,081,516 thousand from R$1,074,290
thousand the year before, primarily due to an increase in revenues from the BM&F segment, to other revenues not linked to
volumes and the equity-method investment result, all of which were partly offset by higher expenses and a drop to interest
income.
MAIN LINE ITEMS OF THE CONSOLIDATED BALANCE SHEET STATEMENTS
TOTAL ASSETS
Total assets of R$25,538,263 thousand fell 1.4% from R$25.896.659 thousand one year previously.
Current assets
Current assets decreased 35.5% year-over-year, to R$2,785,239 thousand (10.9% of total assets) from R$4,319,483 thousand
the year before due mainly to a reduced amount of collateral deposited in cash and registered as current liabilities.
Cash and cash equivalents; short-and long-term financial investments. These encompass line items registered under both current
assets (cash and cash equivalents comprising cash on hand and demand deposits, in addition to short-term financial investments)
and noncurrent assets (long-term financial investments). Short- and long-term financial investments are liquid investments with
prime banks, and investments in financial investment funds, government bonds and other highly liquid financial assets. At
December 31, 2014, cash and cash equivalents plus short- and long-term financial investments totaled R$3,855,527 thousand, a
20.8% year-on-year drop from R$4,870,760 thousand, due primarily to reduction in cash collateral, which had an extraordinary
amount of R$1,154,902 thousand in 2013 for FX settlement. Cash collateral received by us is recorded under current liabilities.
Noncurrent assets
Noncurrent assets of R$22,753,024 thousand (89.1% of total assets) climbed 5.4% year-on-year from R$21,577,176 thousand
one year before. Set forth below is a brief discussion of main changes to line items under noncurrent assets not previously
discussed.
Investments. This line item rose 12.4% year-on-year to R$3,761,300 thousand from R$3,346,277 thousand previously. The
investments line consists primarily of investment in associate which we account for under the equity method of accounting, and
relates to our ownership interest in shares of the CME Group, which at December 31, 2014, were recorded at R$3,729,147
thousand. The year-on-year rise in investment value is attributable mainly to depreciation of the Brazilian Real against the
US Dollar and our recognition of gain on equity-method investment.
Intangible assets. This line was almost unchanged year-on-year, at R$16,773,216 thousand from R$16,672,325 thousand
previously. Intangible assets consist of (i) goodwill, which at R$16,064,309 thousand remained unchanged (and accounted for
62.9% and 62.0% of total assets at December 31, 2014 and 2013, respectively); and (ii) software and projects, which jumped
16.6% year-on-year to R$708,907 thousand from R$608,016 thousand one year before, due mainly to acquisition, development
and implementation of new software applications and systems.
Current liabilities
Current liabilities decreased 30.2% year-on-year to R$1,891,833 thousand from R$2,710,846 thousand the year before. This
change is attributable mainly to a drop in the value of cash collateral deposited by the participants in our markets at end of the
periods, which dropped 36.2% to R$1,321,935 thousand from R$2,072,989 thousand one year before.
Noncurrent liabilities of R$4,658,027 thousand were up 12.7% from R$3,886,921 thousand in the prior year. Set forth below is
a brief description of the main changes to line items under noncurrent liabilities.
Debt issued abroad and loans. Loans and financing amounting to R$1,619,123 thousand rose 13.5% from R$1,426,193 thousand
one year earlier primarily on account of depreciation of the Brazilian Real against the US Dollar.
Deferred income tax and social contribution. Deferred income tax and social contribution liabilities of R$2,859,306 thousand
versus R$2,295,774 thousand one year before, climbed 24.5% resulting from recognition of the temporary differences between
the tax base of goodwill and its balance sheet carrying value (while goodwill continues to be amortized for tax purposes, since
January 1, 2009, it has no longer been amortized for accounting purposes, thus resulting in a goodwill tax base that is lower than
its carrying value).
Shareholders equity
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Shareholders equity of R$18,988,403 thousand fell slightly, by 1.6% from R$19,298,892 thousand one year before.
MAIN LINE ITEMS OF THE CONSOLIDATED BALANCE SHEET STATEMENTS
TOTAL ASSETS
Total assets of R$25,896,659 thousand climbed 7.2% from R$24,147,114 thousand one year previously.
Current assets
Current assets surged 22.1% year-over-year, to R$4,319,483 thousand (16.7% of total assets) from R$3,536,282 thousand the
year before due mainly to an increase in investments maturing in the near term (less than 12 months) and the upcoming maturity
of a number of government bonds in our investment portfolio.
Cash and cash equivalents; short-and long-term financial investments. These encompass line items registered under both current
assets (cash and cash equivalents comprising cash on hand and demand deposits, in addition to short-term financial investments)
and noncurrent assets (long-term financial investments). Short- and long-term financial investments are liquid investments with
prime banks, and investments in financial investment funds, government bonds and other highly liquid financial assets. At
December 31, 2013, cash and cash equivalents plus short- and long-term financial investments totaled R$4,870,760 thousand, a
26.5% year-on-year rise from R$3,850,639 thousand one year previously due primarily to an upsurge in cash collateral
(R$1,154,902 thousand) market participants pledged to our clearing houses in the course of their dealings. Cash collateral received
by us is recorded under current liabilities.
Noncurrent assets
Noncurrent assets of R$21,577,176 thousand (83.3% of total assets) climbed 4.7% year-on-year from R$20,610,832 thousand
one year previously. Set forth below is a brief discussion of main changes to line items under noncurrent assets not previously
discussed.
Investments. This line item rose 14.3% year-on-year to R$3,346,277 thousand from R$2,928,820 thousand previously. The
investments line consists primarily of investment in associate which we account for under the equity method of accounting, and
relates to our ownership interest in shares of the CME Group, which at December 31, 2013, were recorded at R$3,312,606
thousand. The year-on-year rise in investment value is attributable mainly to depreciation of the Brazilian real against the
U.S. dollar and our recognition of gain on equity-method investment.
Intangible assets. This line rose by 1.0% year-on-year, to R$16,672,325 thousand from R$16,512,151 thousand previously.
Intangible assets consist of (i) goodwill, which at R$16,064,309 thousand remained unchanged (and accounted for 62.0% and
66.5% of total assets at December 31, 2013 and 2012, respectively); and (ii) software and projects, which jumped 35.8% yearon-year to R$608,016 thousand from R$447,842 thousand one year previously, due mainly to acquisition, development and
implementation of new software applications and systems.
Current liabilities
Current liabilities climbed 63.2% year-on-year to R$2,710,846 thousand from R$1,660,609 thousand. This change is attributable
mainly to 82.8% surge in the collateral for transactions line item, as the year-end balance of cash collateral pledged by market
participants went up to R$2,072,989 thousand from R$1,134,235 thousand one year previously.
Noncurrent liabilities of R$3,886,921 thousand were up 26.5% from R$3,072,632 thousand in the prior year. Set forth below is
a brief description of the main changes to line items under noncurrent liabilities.
Debt issued abroad and loans. Loans and financing amounting to R$1,426,193 thousand rose 14.8% from R$1,242,239 thousand
one year earlier primarily on account of depreciation of the Brazilian Real (our functional currency) against the U.S. dollar (the
transaction currency for our global senior notes issued abroad in a July 2010 cross-border bond offering).
Deferred income tax and social contribution. Deferred income tax and social contribution liabilities of R$2,295,774 thousand
versus R$1,739,644 thousand one year previously, climbed 32.0% year-on-year surge resulting from recognition of the temporary
differences between the tax base of goodwill and its balance sheet carrying value (while goodwill continues to be amortized for
tax purposes, from January 1, 2009, it is no longer amortized for accounting purposes, thus resulting in a goodwill tax base that
is lower than its carrying value).
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Shareholders equity
Shareholders equity of R$19,298,892 thousand was virtually unchanged with a scanty 0.6% year-on-year drop from
R$19,413,882 thousand one year previously.
10.2. Managements discussion and analysis of results of operations
a.
Material revenue components
Year ended December 31, 2014 compared to year ended December 31, 2013
Our consolidated total revenues climbed by 5.0% year-on-year to R$ R$2,246,452 thousand from R$2,364,956 thousand one
year previously.
Revenues from trading and settlement fees earned within our BM&F segment . These declined 5.5% year-on-year, to R$866.6
thousand (38.6% of total revenues), due primarily to a 9.3% drop in traded volumes compared with 2014 partially offset by a
5.3% increase to average rate per contract (RPC).
Revenues from trading and settlement fees earned within our BOVESPA segment. These declined 4.6% from the prior year and
amounted to R$977,373 thousand (43.5% of the total), primarily due to a 1.7% year-on drop in average daily trading value,
coupled with lower margin rates, which declined 2.5% from the prior year.
Revenues unrelated to trading and settlement operations. These shrank 5.2% year-on-year to R$402,502 thousand (17.9% of
total revenues).
Our consolidated total revenues climbed by 3.3% year-on-year to R$ R$2,364,956 thousand from R$2,289,023 thousand one
year previously.
Trading and settlement fees earned within our BM&F segment. These jumped 5.9% year-on-year, to R$916,530 thousand (38.8%
of total revenues), due primarily to a 5.7% year-on-year upsurge in average volume traded and a 7.6% rise in average rate per
contract (RPC).
Trading and settlement fees earned within our BOVESPA segment. These declined 1.0% from the prior year and amounted to
R$1,023,978 thousand (43,3% of the total), primarily due to a 4.5% margin drop (to 5.423 basis points from 5.676 basis points
one year previously) which was counterbalanced by a 2.3% rise in average value traded.
Revenues unrelated to trading and clearing operations. These surged 9.1% year-on-year to R$424,448 thousand (17.9% of total
revenues).
b.
Factors that materially influence the results of operations
The year 2014 was marked also by a heatedly contested presidential race which resulted in heightened volatility and increased
trading volumes in the second half of the year, down to the voting day. However, this pre-electoral boost in trading activity was
insufficient to make up for the thin volume of trading in the earlier part of the year, so that ultimately the overall volume traded
fell short of the prior year volume both in markets comprising our BM&F segment and the markets comprising our Bovespa
segment (equities and equity derivatives).
The BM&F segment saw a 9.3% fall in average daily contracts traded due mainly by a slump in volume traded in Brazilian-interest
rate contracts, which are typically the top traded contracts in this segment. As for the Bovespa segment, the average daily value
traded in the stock market and the equity derivatives markets dwindled by slight 1.7% year-on-year, to a large extent having
trailed the fall in average market capitalization of listed firms, which is attributable to the countrys deteriorating macroeconomic
landscape.
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The average daily value traded on equities markets hit an all-time record high of R$7.42 billion (versus R$7.25 billion one year
previously). However, the average margin (trade and post-trade services) fell to 5.423 basis points in 2013 from 5.676 basis
points one year earlier, which is attributable primarily to changes in pricing policies and heightened trading activity by investors
that enjoy discounts by volume range.
In contrast, the average daily volume traded on financial and commodity derivatives markets dropped 1.8% year -on-year,
to average 2.85 million contracts traded versus 2.90 million contracts previously, whereas the average rate per c ontract
(RPC) went up 7.6% year-on-year to R$1.282 from R$1.191 in the earlier year, in large part due to the local currency
depreciation against the US Dollar, since the fees we charge for a significant number of contract groups are denominated
in US Dollars.
c.
Changes in revenues attributable to fluctuations in market prices, exchange rates, inflation rates,
changes in volumes and offerings of new products or services
Trading and post-trade systems within BM&F segment. The fluctuation in exchange rates between the years 2014 and
Trading and post-trade systems within BOVESPA segment. As discussed elsewhere herein, in April 2013 we implemented
Market data (vendors). This revenue line was positively influenced by the appreciation of the US Dollar against the
2013 positively influenced the average RPC for forex contracts (+5.3%) and US Dollar-denominated interest rate
contracts (+5.1%), as the fees we charge for each of these contract groups are denominated in US Dollars. Between
2013 and 2014 the average exchange rate for US Dollars appreciated 8.6% against the Brazilian Real8.
a price structure rebalancing across the segment (trade and post-trade fees rates mainly) which resulted in changes in
pricing policies that included rate cuts for trades in cash equities by foreign and retail investors, in addition to discounts
by volume range granted to local institutional investors and intraday traders dealing on the equity and option markets.
To a certain extent, these price changes hampered the comparability of the revenue lines related to trading and
settlement fees between 2013 and 2014.
Brazilian Real, as about half of our revenues from sales to financial data vendors originate from foreign customers from
whom we charge fees denominated in US Dollars for payment abroad.
Changes in revenues attributable to changes in our pricing policies or to fluctuations in exchange rates include:
Revenues from trading and post-trade transactions within BM&F segment. The fluctuation in exchange rates between
Revenues from trading and post-trade transactions within BOVESPA segment. As discussed elsewhere herein, in April
Market data (vendors). This revenue line was positively influenced by the appreciation of the U.S. dollar against the
the years 2013 and 2012 positively influenced the average RPC for forex contracts (+15.0%) and US Dollar-denominated
interest rate contracts (+21.3%), as the fees we charge for each of these contract groups are denominated in U.S.
dollars. Between 2011 and 2012 the average exchange rate for US Dollars appreciated 10.5% against the Brazilian real.
2013 we implemented a price structure rebalancing across the segment (trade and post-trade fees rates mainly) which
resulted in changes in pricing policies that included rate cuts for trades in cash equities by foreign and retail investors,
in addition to discounts by volume range granted to local institutional investors and intraday traders dealing on the
stock and options markets. To a certain extent, these price changes hampered the comparability of the revenue lines
related to trading and Settlement fees between 2013 and 2012.
Brazilian real, as about half of our revenues from sales to financial data vendors originate from foreign customers from
whom we charge fees denominated in US Dollars for payment abroad.
d.
Impact on financial condition and results of operations attributable to changes in inflation rates; in
market prices for the principal raw materials and other supplies; in exchange and interest rates.
The level of interest rates (real or otherwise) influences our financial results (net interest income) as it determines the basis
on which we earn a return on our financial investments. At December 31, 2014 our financial investments amounted to
R$3,354,992 thousand versus R$3,674,171 thousand and R$3,806,997 thousand December 31, 2013 and 2012, respectively.
8
Considers the average closing PTAX rate at the end of the months of December 2012 and November 2014 (base for the RPC of January 2013 to December
2014).
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Thus, a change in average interest rates paid on our financial investments influences our interest revenue, which at December
31, 2014, amounted to R$361,761 thousand versus R$298,868 thousand and R$297,217 thousand at December 31, 2013 and
2012, respectively.
In the case of foreign exchange rate changes, the effects of depreciation of the local currency relative to US Dollars are threefold:
(i) our interest expenses increase, as nearly all our onerous liabilities (interest-bearing obligations) consist of the US-Dollar
denominated debt under global senior notes issued by us in a cross-border bond offering completed on July 16, 2010 (see
subsection 10.1(b) above); and (ii) our revenues from fees earned on certain contract groups increase as well, since the average
fee rates we charge on trades in forex futures, in US Dollar-denominated interest rate futures and in certain commodity futures
contracts are denominated in US Dollars (see subsection 10.2(c) and (iii) high revenues of market data vendors, as set forth in
subsection 10.2(c).
Additionally, the inflation rate influences our expenses, in particular expenses with personnel and related charges (see
subsection 10.1(h) above.). Under our annual collective bargaining agreement, which is renewed every month of August, the
payroll and related charges increase (by wage bracket), which in the last years, presented material increase over the inflation
rate of the period, as measured by the Extended National Consumer Price Index (ndice Nacional de Preos ao Consumidor
Amplo), known as IPCA, which is compiled and released by the Brazilian Institute of Geography and Statistics (Instituto
Brasileiro de Geografia e Estatstica), or IBGE.
10.3. Managements discussion and analysis of actual or expected material effects on the financial statements or
results of operations from the factors set forth below
a.
Creation or disposition of operating segment
No operating segment was created or sold in the year ended December 31, 2014. Accordingly, no such event has had or is
expected to have any effects on our financial statements, financial condition or results of operations.
b.
Company organization; acquisition or disposition of ownership interest
After assessment of the results generated by the Bolsa Brasileira de Mercadorias in the past few years, as well as its future
prospects, BM&FBOVESPA reassessed its stake and decided to discontinue it, relinquishing from its settlor membership and the
rights that it held in Bolsa Brasileira de Mercadorias membership shares. As a consequence, there was R$7,807 thousand negative
income generated in discontinued operations, including recognition of a R$7,539 thousand loss resulting from the relinquishment
of the shares, calculated based on the value of the investment held on November 30, 2014.
Apart from the above mentioned, no event entailing the organization of a company occurred, nor any acquisition or disposition
of ownership interest in the year ended December 31, 2014.
c.
One-off and extraordinary events or transactions
February 4, 2015, BM&FBOVESPA decided to offer to the beneficiaries of the Companys Stock Options Plan (respectively
Beneficiaries and Options) the following choices: (i) remaining as holders of their Options, or (ii) cancelling their outstanding
Options and receiving an amount in cash with respect to those Options which had already vested (Vested Options), or receiving
shares of the Company, to be transferred in future dates, with respect to those Options which had not yet vested (Nonvested
Options). The shares received with respect to the cancellation of Non-vested Options are subject to the Stock Grant Plan approved
by the Company in an Extraordinary General Meeting on May 13, 2014.
The cash payment made with respect to the cancellation of the Vested Options will impact the financial statements of
BM&FBOVESPA for 2015 as follows: (i) R$56,372 thousand related to the principal amount (Fair Value of the Vested Options
multiplied by the number of Vested Options, per Program), recognized in equity, in the first quarter of 2015, with no impact on
the income statement for the period, since these Options had already affected the Companys expenses in previous financial
periods (as set forth in CPC 10 (R1) mentioned above); and (ii) R$33,507 thousand related to payroll charges, recognized as
personnel expenses during 2015 (around 80% in the first quarter), with a net impact in the income statement, after deductibility
for purposes of computing income tax and social contribution tax, in the amount of R$22,784 thousand.
In the case of Non-vested Options, the personnel expenses related to the Options Plan, with no cash impact, to which
BM&FBOVESPA was already committed and which would have been recognized between 2015 and 2018, will be replaced with
personnel expenses related to the Stock Grant Plan over the same period, also with no cash impact. As the transition was executed
75
at Fair Value, the original values of the Options (now cancelled) will continue to be used as the reference for the expenses of the
shares granted (as set forth in CPC 10 (R1)), with no change to the value to be computed over time. The only additional impact
will result from the payroll charges (60.3% applied on the value of the shares transferred to the Beneficiaries) which will be
provisioned and recognized as personnel expenses proportionate to each year and impact the Companys cash, almost in its
entirety, on the date of the transfer of the shares. In other words, throughout 2015, payroll charges will be provisioned in relation
to the shares to be transferred to the Beneficiaries in January 2016, and so on for each year thereafter.
In the year ended December 31, 2014, there were no events or transactions characterized as one-off or extraordinary events or
transactions related to us or our business which materially influenced, or are expected to materially influence our financial
statements and results of operations, in addition the above mentioned.
10.4. Discussion and analysis of
a.
Significant changes in accounting practices
There were no significant changes in our accounting practices in the years ended December 31, 2014, 2013 and 2012.
b.
Significant effects of changes to accounting practices
There were no significant changes in our accounting practices in the years ended December 31, 2014, 2013 and 2012.
c.
Qualifications and emphasis of matter paragraphs included in the independent auditors report
There were no qualifications and emphasis of matter included in the independent auditors report for the year ended December
31, 2014.
The independent auditors report on our financial statements as of and for the years ended December 31, 2013 and 2012,
include, in each case, an emphasis of matter paragraph to the effect that the unconsolidated financial statements were
prepared in accordance with the accounting practices adopted in Brazil. In the case of BM&F BOVESPA S.A. Bolsa de
Valores, Mercadorias e Futuros, these practices differ from IFRS applicable to separate financial statements only in
relation to the measurement of investments in subsidiaries and associate entities accounted for under the equity method,
since IFRS would require them to be carried at cost or fair value. Our opinion is not qualified with respect to this matter.
Upon issuance of IAS 27 (Separate Financial Statements) reviewed by IASB in 2014, the individual financial statements issued
under IFRS allow the use of the equity method for assessment of investments in subsidiaries and associates. In December 2014,
CVM issued Rule No. 733/2014, which approved the Technical Pronouncement Review Document No. 07 referring to CPC
Pronouncements CPC 18, CPC 35 and CPC 37 issued by the Brazilian Accounting Pronouncements Committee (CPC), and
incorporated the referred to IAS 27 review, allowing the adoption thereof as from the year ended December 31, 2014.
Consequently, the individual financial statements are in accordance with the IFRS as from that year.
10.5. Critical accounting policies
a.
accounting estimates requiring Management to exercise judgment and make subjective assumptions
about future events and uncertainties which can materially influence the financial condition and results
of operations. Critical accounting estimates may relate to provisions, contingencies, recognition of
revenues, tax credits, long-term assets, the useful life of noncurrent assets, pension schemes,
adjustments to foreign currency translations, environmental recovery costs, impairment testing of
assets and financial instruments
Impairment of assets
Assets subject to amortization are tested for impairment at any time events or changes in circumstances suggest the carrying
value may not be fully recoverable. An impairment loss is recognized when the carrying value of the asset is found to exceed its
recoverable value. Recoverable value for this purpose is the higher of the assets fair value less costs of disposal (net selling price)
and value in use.
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Indefinite-lived assets, as is the case of goodwill, are not subject to amortization and are tested for impairment on an annual
basis, with reassessments being made at shorter intervals where there are indications of potential impairment.
The goodwill of R$16,064,309 thousand has been attributed to expected future profitability, supported by an economic and
financial valuation report of the underlying investment. According to the guidelines provided by accounting standard CPC 01 (IAS
36 Impairment of Assets), goodwill is tested for impairment on an annual basis, and indications of potential impairment are
reassessed at shorter intervals. Goodwill is stated at cost less impairment losses. Additionally, recognized impairment losses on
goodwill are not subsequently reversed.
The assumptions we adopted in estimating the future cash flows expected to be derived from the cash-generating unit consisting
of our BOVESPA segment have been based on our analysis of the segments performance over the last few years, and on our
analysis and expectations for growth of the exchange industry, in addition to our own expectations and strategies.
For assistance in the measurement of the assets value in use (recoverable value) we hire external independent valuation
specialists. The valuation report provided by the specialist valuation firm found no impairment charges were required to be
recognized, so that no adjustments were made to the carrying value of goodwill as of December 31, 2014.
Based on our expectations for growth of the BOVESPA segment, our estimates of future cash flows take into account certain
projections of future revenues and expenses for the segment over a time horizon extending from December 2014 to December
2024, with perpetuity derived by extrapolating the 2024 cash flow projection at a growth rate of 7.11% per annum, which is
equivalent to the expected rate of growth for the nominal GDP in the longer term.
We understand the ten-year projection horizon to be consistent with perception that the variable income segment of the domestic
capital markets is set to undergo an extended period of growth until it reaches longer term maturity.
In determining the present value of projected cash flows, we applied average pre-tax discount rate of 15.64% per annum.
The three main variables that influence our calculation of value in use are discount rates, the net revenue growth rate and
perpetuity growth rates. We ran sensitivity analysis on our projections to determine how changes in these variables impact our
calculation of value in use. The equivalent pre-tax discount rate for the entire period being 15.64% per annum, an increase of 1.10
percentage point (110bps) to the discount rate (from 15.64% to 16.74% per annum) would reduce our calculation of value in use
by approximately 12%. Considering a reduction to average annual income growth of 15% in the period of 2015 to 2024, value in
use would is reduced by approximately 12%. And a 0.50 percentage point (50bps) decrease in perpetuity growth rate (from 7.11%
to 6.61% per annum) would reduce our calculation of value in use by approximately 4%. For purposes of our sensitivity analysis,
the variations of the two parameters that influence our calculation of value in use were determined, for the former variable, on
the basis of a backward-looking standard deviation of discount rates using data for the last five years, and for the latter variable,
on the basis of a backward-looking standard deviation of the averages for ten-year series of data on Brazils real GDP growth rate
variations. The sensitivity scenarios for the discount rate and net revenue reveal values approximately 2.5% lower than the
carrying value as of December 31, 2014.
Provisions for tax, civil and labor contingencies

Our company and subsidiaries are defendants in a number of legal and administrative proceedings related to disputes of a labor,
tax or civil law nature which involve matters arising in the ordinary course of business.
The outcome of these legal and administrative proceedings are assessed in terms of prospects for a defeat (probable, possible or
remote), based on an evaluation by counsel and our judgment based on a number of factors, including the opinion of counsel,
the nature of the case, existing similar or issue-connected lawsuits, case law trends and court precedents.
The contingent liabilities related to lawsuits assessed as a probable defeat have been provisioned. The disputes related mainly to
the following:
Most labor cases refer to claims by our former employees or employees of outsourced providers based on alleged
noncompliance with labor laws;
Civil law cases generally refer to tort claims against our company and subsidiaries;
Tax cases mostly relate to PIS and COFINS taxes levied on (i) our revenues and (ii) interest on shareholders equity.
The contingencies related to lawsuits assessed as a possible defeat are not provisioned. The amounts at risk in these cases totaled
R$1,025,331 thousand as of December 31, 2014, where R$43,328 thousand relates to labor cases, R$354,533 thousand relates
77
to civil law cases and R$627,740 thousand relates to tax cases, as detailed under ex Note 14.e to our financial statements as of
and for the year ended December 31, 2014.
Investments in associate (Equity method of accounting)

We apply the equity method in accounting for equity investments concerning which we have the ability to exercise significant
influence over the operations and financial policies of the investee. Our judgment of the degree of influence we exercise over an
investee considers key factors, such as proportionate interest in the shares, representation at board level, whether or not we
have a say in defining business guidelines, corporate and financial policies and material intercompany transactions.
Starting from July 2010, when we acquired a 3.2% additional interest in the CME Group (for R$1,075,119 thousand), thereby
increasing to 5% (from 1.8% previously) our aggregate interest in CME shares, we now account for our investment under the
equity method, as in our view this ownership interest and the qualitative and strategic aspects of our partnership with the CME
Group give us significant influence over the investee.
On December 31, 2014, the carrying value of our investment in the CME Group amounted to R$3,729,147 thousand, whereas
based on the current market price for the shares, the fair value of the investment as at that date totaled R$3,997,780 thousand.
Given that the market value of our investment was now lower than its carrying value, we have tested the investment for
impairment test as of the base date November 30, 2014. The testing findings have not indicated there is need to recognize
impairment losses on our investment in the CME Group.
The impairments tests were performed pursuant to the discounted cash flow method. Taking into account the expectations for
growth of the exchange industry where the CME Group operates, our cash-flow projections take into account activity-related
revenues and expenses expressed in nominal US Dollars.
The operating cash flow projections cover a time horizon extending from December 2014 to December 2019. Perpetuity was
derived by extrapolating 2019 free cash flow projection at a growth rate of 4.73% per annum, which is equivalent to the expected
rate of growth for the U.S. nominal GDP in the longer term. The pre-tax discount rate used to determine the present value of the
projected cash flows was 11.95% per annum.
The three main variables that influence our calculation of value in use are discount rates, net revenue growth rates and perpetuity
growth rates. To determine how changes in these variables impact our calculation of value in use, we ran sensitivity analysis on
our projections which showed a 1.0 percentage point (100 bps) increase in equivalent pre-tax discount rate (from 11.95% to
12.95% per annum) would reduce our calculation of value in use by approximately 13%. Considering a decrease in average
annual revenue growth rate on the order of 10% over the 2015 to 2019 horizon would reduce our calculation of value in use by
approximately 4%. Meanwhile, a one-quarter of a percentage point (25 bps) decrease in perpetuity growth rate (from 4.73% to
4.48% per annum) would reduce our calculation of value in use by approximately 5%. For purposes of our sensitivity analysis,
the discount and perpetuity rate variations were determined, for the former variable, on the basis of a backward-looking standard
deviation of the discount rates using data for the last four years (which best reflect the existing capital structure of CME group),
and for the latter variable, on the basis of a backward-looking standard deviation of the averages for 30-year series of data on
the United States real GDP growth rate variations. In our individual analysis of the above three sensitivity scenarios, no outcome
shows the investment value would fall below its carrying value of December 31, 2014.
Classification of financial instruments

BM&FBOVESPA initially classifies its financial assets, depending on the purpose of the asset acquisition, into the following
categories: at fair value through profit or loss, loans and receivables and available for sale.
Financial assets measured at fair value through profit or loss

Financial assets measured at fair value through profit or loss are financial assets held for active and frequent trading or assets
designated by the entity on initial recognition. Gains or losses arising from the changes in fair value of financial instruments are
recorded in the statement of income in Financial results for the period in which they occur.
Receivables
This category includes non-derivative financial assets with fixed or determinable payments that are not quoted in an active market.
The receivables of BM&FBOVESPA mostly comprise customer receivables, which are recorded at amortized cost using the effective
interest rate method less any impairment losses.
Available-for-sale financial assets

78
Available-for-sale financial assets are non-derivatives which are classified in this category or not classified in any other. Availablefor-sale financial assets are recorded at fair value. Interest on available-for-sale securities, calculated using the effective interest
rate method, is recognized in the statement of income as finance income. The amount relating to the changes in fair value is
record in comprehensive income, net of taxes, and is transferred to the statement of income when the asset is sold or becomes
impaired.
Share-based remuneration (Stock Options)

Pursuant to the Notice to the Market published February 4, 2015, BM&FBOVESPA decided to offer to the beneficiaries of the
Companys Stock Options Plan (respectively Beneficiaries and Options) the following choices: (i) remaining as holders of their
Options, or (ii) cancelling their outstanding Options and receiving an amount in cash with respect to those Options which had
already vested (Vested Options), or receiving shares of the Company, to be transferred in future dates, with respect to those
Options which had not yet vested (Nonvested Options).
For further information regarding the stock options plan of BM&FBOVESPA, please refer to item 3.3 of this reference form.
Post-retirement healthcare
BM&FBOVESPA offers post-retirement healthcare benefit to the employees who have acquired this right until May 2009. The right
to this benefit is conditional on the employee remaining with the Company until the retirement age and completing a minimum
service period. The expected costs of these benefits are accumulated over the period of employment or the period in which the
benefit is expected to be earned, using the actuarial methodology which considers life expectancy of the group in question,
increase in costs due to the age and medical inflation, inflation and discount rate. The contributions that participants make
according to the specific rule of the Health Care Plan are deducted from these costs. The actuarial gains and losses on the health
care plan for retirees are recognized in the income statement in accordance with the rules of IAS 19 and CPC 33 - Employee
Benefits, based on actuarial calculation prepared annually by an independent actuary.
For further information regarding the post-retirement healthcare of BM&FBOVESPA, please refer to Note to financial statements
number 18 for the year ended December 31, 2014.
10.6. Financial reporting internal controls
a.
Degree of effectiveness of the internal controls; deficiencies and corrective actions
The improvements and automation of internal control processes under responsibility of the financial department were consolidated
more actively since 2013, within the implementation of the SAP enterprise resource planning (ERP) solution, which gave the
Management more efficient and reliable tools to better control and budget managing of expenses; internal police of payments
and hiring of materials and services.
Additionally, at the end of 2012, was created the Compliance, Internal Controls & Corporate Risk department, which has been
acting in the review and improvement of the Companys several processes, among which those related to financial information.
b.
Remarks on internal control deficiencies and recommendations included in the independent auditors
report
The internal control assessments performed by our independent auditors have found no significant deficiencies or prompted
any meaningful recommendations regarding our internal controls over financial reporting. This is our understanding as well,
since we consider our internal controls over financial reporting present no significant deficiencies. We should stress our
Company invests continually in improving systems and processes, while taking a strict approach to monitoring, in addition to
striving to promptly address any recommendations from our independent auditors, so as to assuage risks and ensure the
integrity of any information released to the market, in particular any and all financial information .
10.7. Use of offering proceeds

See subsection 10.1(f) of this form
10.8. Material off-balance sheet arrangements
79
a.
Off-balance sheet items
Collateral for transactions

Customer transactions carried out in markets we operate are secured by collateral these customers are required to pledge as
margin or otherwise. Collateral consists mainly of cash, government bonds, corporate debt securities, bank letters of guarantee
and stocks, among other things. This collateral is segregated and treated off-balance sheet, except for cash collateral deposited
as margin. For additional information, see the discussion under subsection 10.9 below.
(i)
operating lease transactions (as lessor or lessee)
There are no material off-balance sheet items. In particular, we have no material operating lease transactions undisclosed in our
consolidated financial statements.
(ii) obligations retained, risk supported under written off pools of receivables (and related liabilities)
No pools of receivables have been written off over which we have retained obligations or incurred risk.
(iii) commitments to purchase or sell products or services in the future
There are no material off-balance sheet items. In particular, we have no material purchase or sale commitments undisclosed in
our consolidated financial statements.
(iv) unfinished construction contracts
We have no construction contracts undisclosed in our financial statements.
(v) take-out financing commitments
We have no take-out commitments agreed with any parties.
b.
Other off-balance sheet arrangements
c.
Our Settlement Bank (BM&FBOVESPA Settlement Bank) manages the BM&FBOVESPA FoF, a fund of funds called Fundo BM&F
Margem Garantia Referenciado DI Fundo de Investimento em Cotas de Fundos de Investimento , with net assets of R$136,331
thousand on December 31, 2014 (versus R$66,008 thousand and R$179,440 thousand on December 31, 2013 and 2012,
respectively).
In addition, in the course of their business the BM&FBOVESPA Settlement Bank provides financial services and frequently operates
as custodian for financial assets and provider of local representation services for nonresident investors. At December 31, 2014
and the comparative years of 2013 and 2012, the BM&FBOVESPA Settlement Bank was operating as custodian for (i) securities
on behalf of nonresident investors in total amount of R$365,548 thousand (versus R$261,952 thousand and R$154,911 thousand,
respectively), and for (ii) agricultural securities (registered in the proper custody system we operate) in total amount of R$15,079
thousand (versus R$15,079 thousand and R$15,079 thousand, respectively).
10.9. Discussion of off-balance sheet items

(i) how off-balance sheet items change or may change revenues, expenses, interest expenses, results
of operations and other balance sheet line items.
(ii) nature and purpose of the off-balance sheet arrangements
(iii) nature and amount of obligations and rights arising from off-balance sheet arrangements
Central counterparty risk
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BM&FBOVESPA operates four central counterparty clearing houses, which the Central Bank of Brazil considers to perform
systemically material roles: the BM&FBOVESPA Clearinghouse (futures, forwards, options and swaps); the equities and
corporate debt clearing house (for the cash, forward, option and futures markets for equities, equity securities and equity based derivatives, as well as corporate debt securities, and handles securities lending); the FX clearing house (for spot FX
market transactions); and a bonds clearing house (transactions in, or based in government bonds, notes and treasury bills
carried out on cash and forwards markets, in addition to repo transactions and lending transactions).
Through these clearing facilities, BM&FBOVESPA acts as central counterparty to ensure multilateral clearing and settlement
(CCP) for transactions carried out on these markets. This means that in acting as central counterparty we ensure full completion
to transactions carried out or registered in our trading and registration systems.
Acting in the capacity of central counterparty, we absorb the risk of the counterparties in -between a trade transaction and its
clearing and settlement, carrying out multilateral activities for financial settlement and clearing of securities and financi al
assets, using its collateral mechanism to assure the settlement of registered trades within the sc heduled timeframe and
foreseen manner. In the event of a failure or insufficiency of the safeguard mechanisms of its Clearinghouses, BM&FBOVESPA
might have to use its own equity, as a last resort, to ensure the proper settlement of trades.
For proper risk mitigation, each clearing facility has its own risk management system and safeguard structure. Each of these
structures comprises the universe of mechanisms and remedies a clearing house may resort to in order to cover losses in case
of default, including collateral pledged by market participants as margin or otherwise, special funds designed to cover losses,
and co-liability undertaken by brokers and clearing agents regarding transactions they intermediate or clear. To a large extent,
each of these safeguard structures adopts a defaulter pays model, meaning a loss-sharing arrangement whereby each
participant is required to collateralize, to a high degree of reliability, any exposures it creates for other participants, s uch that
losses possibly resulting from a partys default are borne by the defaulting party. Thus, margin requirements, margin calls and
other collateral we may require market participants to post are key elements of the structure by which we manage risks
associated with our role as central counterparty clearing house.
Transactions carried out on our markets are typically secured by collateral pledged as margin in the form of cash, government
bonds and treasury bills, corporate debt securities, bank letters of guarantee and stocks, among other things. At December
31, 2014, the aggregate financial value of cash and other collateral pledged to our clearing houses totaled R$ 242,079,177
thousand (versus R$214,389,365 thousand and R$176,481,916 thousand at December 31, 2013 and 2012, respectively), with
all cash collateral registered in the collateral for transactions line item under current liabilities in our balance sheet, whereas
the remainder, i.e., non-cash collateral amounting to R$240,757,242 thousand on December 31, 2014 (versus R$212,316,376
thousand and R$175,347,681 thousand at year-end in 2013 and 2012, respectively) was registered in off-balance sheet noncash collateral accounts.
For additional information on collateral pledged to our clearing houses and our safeguard structures, see Note 17 to our Financial
Statements for the year ended December 31, 2014.
10.10. Business plan.
a.
Investments
(i)
Quantitative and qualitative description of ongoing and planned investments
Since early 2010 we have been investing heavily in setting up a streamlined, efficient, modern technology infrastructure, with IT
resources to match, with the aim of establishing a solid foundation on which to capture growth opportunities to better execute
our strategy and build our future. These capital expenditures should further boost our strategic position and sharpen our
competitive edge.
Our 2010-2016 strategic growth plan calls for R$1.6 billion worth of investments, of which R$240,220 thousand executed in 2014
and R$289,224 thousand in 2013, plus R$258,363 thousand, R$204,041 thousand and R$268,362 thousand executed 2012, 2011
and 2010, respectively. The larger part of this plan consists of investments in technology.
Moreover, we have redoubled our focus on identifying and pursuing new growth opportunities in Brazil and elsewhere, including
through international partnerships; on widening the issuer base by promoting equity financing as one of the cheaper and more
flexible sources of finance, on developing new products and markets to meet or anticipate demand as trading strategies become
more elaborate and the capital markets grow. Additionally; we plan to strengthen our relationship with customers, our socially
responsible investing initiatives and the regulatory framework for issuers, as well as to bolster market surveillance.
81
Furthermore, we firmly believe in BM&FBOVESPAs potential for growth and a have clear understanding of the important role our
Exchange performs as a driver of strength and development for the Brazilian capital markets. We strongly believe our investments
in technology, in market development and a wider range of products and services are key factors to improve the quality of the
services we offer, and to strengthen and enhance the transparency of the Brazilian capital markets.
Technology Developments
BM&FBOVESPA aims to offer prime information technology resources and excellence in information technology services to
customer market participants and investors. To this end, our investments in multiple IT projects in over 2014, 2013, 2012, 2011
and 2010 totaled R$231,315 thousand, R$278,607 thousand R$231,722 thousand, R$183,444 thousand and R$219.261 thousand,
respectively. The discussion below highlights the main projects we have completed or on whose implementation we have been
working.
BM&FBOVESPA PUMA Trading System

In the first half of 2010, consistent with our partnership agreement with the CME Group, we started the joint development of
a multi-asset class trading platform for the trading of equities, derivatives, fixed income securities and other exchange -traded
or OTC-traded assets, which is co-owned by our Company and the CME Group. The BM&FBOVESPA PUMA Trading System has
replaced our previous trading systems for equities, derivatives and spot FX. This new trading platform gives us a state-of-theart technology structure and technology independence. It should also be noted that the new platform has brought greater
efficiency to BM&FBOVESPA and to the market participants, who may now have access to the different markets operated by
BM&FBOVESPA using a single system.
In the second half of 2011 we completed the implementation of the first stage of the BM&FBOVESPA PUMA Trading System
project, comprising the derivatives and spot forex module, which is now fully operational. The equities module became operational
in in the first half of 2013 and the corporate bonds module migrated to the new system at the end of the first half of 2014.
Integrated Central Clearing Facility (IPN)

Since completing the integration of the two formerly independent local exchanges into BM&FBOVESPA, one of our more important
projects has been to combine the four clearing houses (equities and corporate debt securities; derivatives, forex, bonds) we
operate into a single, fully-integrated, central clearing facility. Our new central clearing facility has been planned to give us highly
efficient, multi-asset, multi-market, integrated risk management capabilities, allow for cross-margining, and improve risk
management processes.
The project made headway in the last quarter of 2011, when we announced a partnership with Cinnober, a Sweden-based global
provider of advanced financial technology, which will include a perpetual license for use of TRADExpress RealTime Clearing,
their high performance, multi-asset, clearing and real-time risk management system. The RealTime Clearing system (RTC system)
will be the backbone our future multi-asset, multi-market, integrated clearing facility for its technologically innovative, high
performing capabilities, high capacity, stability and security features.
Then, late in 2012, we announced the launch of our Post-Trade Integration Program (Programa de Integrao da Ps-Negociao
- IPN) in connection with the upcoming creation of our multi-market central clearing facility, which will be based on CORE, or
CloseOut Risk Evaluation, our pioneering, purpose-developed central counterparty multi-asset, multi-market, risk management
framework, and the lynchpin of a solid risk management system architecture, with performance to match the RTC system.
In August 2014, the new BM&FBOVESPA Clearinghouse went into production for the entire derivatives market of the BM&F
segment. As well as the new technology infrastructure, there was the implementation of new CORE risk calculation system. This
new integrated clearinghouse has brought greater efficiency in capital allocation to the deposit of collateral related to multimarket
and multi-asset portfolios, increasing BM&FBOVESPAs competitive differentials. For example, on the launch date of
BM&FBOVESPA Clearinghouse on the derivatives market, for the same open interest positions and without increasing the systems
risk, the amount of collateral required was reduced to R$20 billion. There now begins the development of the second phase of
the project, which will encompass the equities and corporate bonds market.
The new BM&FBOVESPA Clearinghouse and CORE place the Exchange at the global vanguard of post-trade services and further
strengthen its strategic position by generating greater capital efficiency for customers and consolidating the resilience and solidity
of the Brazilian market.
New data center

82
We have been making substantial investments in our technology infrastructure, as part of our efforts towards reorganizing and
streamlining our data centers to benefit from a truly modern, efficient, safe and high-performing technology platform, which is
better prepared to support our future growth. We centered our strategy on two primary data centers, one designed for our
trading systems and applications, the other planned to house our post-trade systems and applications. One such data center has
been operational since June 2010 after having relocated, along with some of our IT team, to a leased high-capacity hosting
facility. The other data center will be a brand new, especially planned and designed facility, custom-made to meet our specific
needs and demands. The construction of our new data center began late in 2012 and is set to complete in the first half of 2014,
when we plan to start the equipment relocation and migration phase.
Trade repository for derivatives and fixed-income securities (IBalco)

BM&FBOVESPA is investing in the reformulation and expansion of services provided in the fixed income and OTC markets in an
initiative named iBalco that has three main aspects: OTC trade registration, financial instrument registration and trading and
custody of fixed-income securities.
In the third quarter of 2013 we launched our new platform for registration of transactions in OTC derivatives. It is a streamlined,
state-of-the-art OTC platform which gives us a new operating model for treatment of OTC transactions, risk calculation and
collateral management, while offering flexibility and nimbleness fit to meet regulatory requirements and market demands. The
first family of contracts listed for trading on this OTC platform was non-deliverable forward currency contracts (for financial
settlement, no central counterparty available).
In the case of registration services for securities, offered for Agribusiness Credit Bills (LCAs) since 2011, in the first half of
2014 new products were made available, most notably bank deposit certificates ( certificados de depsito bancrio , or CDBs),
real estate credit bills (letras de crdito imobilirio, or LCIs), and structured notes (locally known as certificados de operaes
estruturadas, or COEs) and in early 2015 the Company increased its product portfolio with the launch of Scaled CDB and
Financial Letter (locally known as letras financeiras, or LFs).
(ii) sources of financing for these investments.
The primary source of funds we currently use to finance our strategic investment plans is operating cash flow. We may also
consider alternative sources of financing, such as bank loans or a government or development bank financing program, or we
may elect to source funds by accessing the domestic or international capital markets. In 2010, with the aim of sourcing funds
with which to pay for an additional interest in CME shares, we carried out a cross-border offering of global senior notes. We have
since been funding our project with our operating cash flow.
(iii) planned and ongoing material divestments.
Not applicable, as there have been no, and there are no material divestments being considered or ongoing.
b.
Disclosed acquisitions of plants, equipment, patents and other assets, which are expected to materially
influence production capacity.
Integrated central clearing facility. In the second half of 2011 we announced an agreement with Cinnober to advance our central
clearing facility project, which included a perpetual license for use of their TRADExpress Real Time Clearing system. The module
for clearing and settlement of financial and commodity derivatives was launched in August 2014. The implementation of the
equities module is scheduled to 2016 and depends on the approval of regulators.
BM&FBOVESPA PUMA Trading System. In the first half of 2010, consistent with our partnership agreement with the CME Group,
we started the joint development and implementation of our co-owned multi-market, multi-asset class trading system, and
through reciprocal licenses and intellectual property of the system. Furthermore, CME transferred to BM&FBOVESPA, based on
the Globex system technology, all of the knowledge necessary for the operationalization and development of the new platform.
As of the first half of 2013, this platform that is co-owned by the two exchanges has now replaced our previous trading systems.
New data center. In 2010 we purchased a 20,000 square meter plot of land in Santana de Parnaba, state of So Paulo, Brazil.
In 2012 we started the construction of our new data center, which was concluded on the first half of 2014, now we are initiating
the phase of equipments acquisition and platforms migration to the new facility.
Expansion and modernization the registration systems. In second half of 2011 we announced the development of our new
83
platform for registration and treatment of transactions in OTC derivatives, corporate debt securities and financial instruments.
The OTC platform was completed in the second half of 2013.
c.
new offerings of products and services, including:

(i)
previously disclosed and ongoing product research
Not applicable, as our ongoing research studies relate to projects discussed under subsection 10.10(c)(iii) below.
(ii) total expenses incurred in research for development of new products or services
Not applicable, as our expenses with research studies are discussed under subsection 10.10(c)(iv) below in connection with our
ongoing projects.
(iii) previously disclosed and ongoing development projects
Projects we announced previously include our Post-Trade Integration Program (IPN); construction of our new data center in
Santana de Parnaba (State of So Paulo); new trade repository; the creation of fixed-income ETFs and improvements to the
securities lending service.
(iv) total expenses incurred in developing new products or services
Total capital expenditures over the course of 2014 totaled R$240,220 thousand, with investments largely focused on our
technology projects, such as the derivatives module of the BM&FBOVESPA Clearinghouse, development of the currency forwards
repository at iBalco and the construction of the new data center.
Total capital expenditures from 2010 to 2013 totaled R$1,019,990 thousand, where R$913,034 thousand was invested in our
technology projects, including our new multi-asset class electronic trading platform PUMA Trading System, the derivatives module
of the BM&FBOVESPA Clearinghouse and new integrated risk system CORE, new platform for registration and treatment of OTC
derivatives and fixed-income securities and the construction of our new data center.
10.11. Other factors which materially influence operating performance
Other than as discussed elsewhere herein, there are no reportable factors which could materially influence our operating
performance.
11.
PROJECTIONS
11.1. Released estimates and assumptions

a.
the subject matter
On December 10, 2015, we released our 2016 opex budget (operating expenses adjusted to eliminate depreciation and
amortization, stock granting plan principal and social charges -, stock options plan, transfer of fines and provisions), between
R$640 million and R$670 million, and revised our capex budget range for 2016, released on December 11, 2014, to R$200 million
and R$230 million from R$165 million and R$195 million.
On December 11, 2014, we released our 2015 opex budget (operating expenses adjusted to eliminate depreciation and
amortization, stock granting plan principal and social charges -, stock options plan, tax on dividends from the CME Group,
transfer of fines and provisions), between R$590 million and R$615 million
b.
the time frame and valid time
The 2015 budget was prepared for a 12-month time frame ending December 31, 2015.
The 2016 budget was prepared for a 12-month time frame ending December 31, 2016.
84
c.
projection assumptions, including indication of those that may be influenced by Management and
those that are beyond Managements control
Opex budget: Our 2015 and 2016 opex budget provides a forecast of expenses adjusted to eliminate depreciation and
amortization, stock granting plan principal and social charges -, stock options plan, tax on dividends received from the CME
Group (2015), provisions, and transfer of fines. To this end, throughout 2015 and 2016, we will be working towards deepening
our internal controls and diligent management of the Companys headcount and general budget in order to counterbalance
inflation and exchange rates impacts, which are beyond Managements control.
Capex budget. The main projects considered in the Companys 2015 and 2016 capex budget relate to the development of our
IT infrastructure and platforms, are as follows:
Integration of all our clearing houses;

Transfer of equipment to the new Data Center;
New Over-the-Counter platform;
Improvements in IT infrastructure;
Deepening initiatives (BTC and market makers, among other).
The budget forecasts for capital expenditures and adjusted operating expenses may be influenced by Management.
d.
budget indicators
Our 2014 budgets projected capital expenditures at an interval between R$230,000 thousand and R$260,000 thousand, and
adjusted operating expenses at an interval between R$585,000 thousand and R$595,000 thousand.
11.2. Monitoring and revisions of budget projections
a.
identify updated and repeat projections included herein
The same types of estimates for adjusted operating expenses and capital expenditures included in our capex and opex budgets
for 2012, 2013 and 2014 are now repeated, after adjustments for inflation, in the capex and opex budgets for 2015 and 2016.
b.
comparison of estimates versus actual data for prior periods; reasons leading to budget deviations, if
any.
Our 2014 capex budget contemplated capital expenditures within a range between R$230,000 thousand and R$260,000 thousand,
whereas the opex budget contemplated adjusted operating expenses within a range between R$585,000 thousand and R$595,000
thousand. Ultimately, our actual capital expenditures amounted to R$240,220 thousand while the actual adjusted operating
expenses totaled R$592,349 thousand, in either case within the budget range.
while the opex budget contemplated adjusted operating expenses within a range between R$560,000 thousand and R$580,000
whereas the opex budget contemplated adjusted operating expenses within a range between R$560,000 thousand and R$580,000
c.
report and explain, as the case may be, sustained and revised projections for the current period as of
the date of this form
85
Our 2015 and 2016 budget projections continued to be valid as of the date of the submission of this reference form.
12.
SHAREHOLDERS MEETING AND MANAGEMENT
12.1. Administrative structure

a.
responsibilities of each administrative body and committee;
Responsibilities of the board of directors. In addition to responsibilities prescribed under the legislation in effect and our
bylaws, the board of directors is responsible for (a) setting the general business guidelines the Company and its subsidiaries;
(b) except as provided for in article 38, indent e of the bylaws, giving prior consent for contracts of any type and transactions
or waivers of rights entailing obligations not contemplated in the annual budget which are in excess of the Reference Amount
(which, according to our bylaws, is defined as one percent (1%) of our shareholders equity, ascertained at the end of the
prior fiscal year); (c) appointing the executive officers of subsidiaries (for which purpose the directors are to d efer to the
recommendations of the chief executive officer, unless any such recommendation is outvoted in a poll by a qualified majority
of directors representing 75% of the board membership); (d) providing shareholders with a list of three nominee special ized
firms with ability to evaluate our shares and prepare a valuation report, in the event a tender offer is to be implemented in
the course of a going-private process (and our deregistration as a public company) or for our shares to be delisted from the
Novo Mercado; (e) within 15 days after the announcement of any type of tender offer initiated for shares issued by us,
expressing a reasoned opinion related to the tender offer; (f) approving rules for access to our markets, including rules on
granting, suspension and withdrawal of Access Permits, in addition to operating, clearing and settlement rules to define and
regulate transactions in securities, bonds and derivative contracts admitted for trading and/or registered in any trading,
registration , clearing and settlement systems operated by us or a subsidiary; (g) approving rules related to listing, suspension
and delisting of securities, bonds and contracts, and their relevant issuers ; and (h) ordering limited or market-wide trading
halts in serious emergency events which otherwise would disrupt or adversely affect the orderly operation of markets operated
by us or a subsidiary, provided prompt notice of any such decision is to be given to the Brazilian Securities Commission
(Comisso de Valores Mobilirios).
Responsibilities of the board of executive officers. The board of executive officers represents our Company and is
responsible for managing our business in line with the guidelines set by our directors. In addition to responsibilities prescribed
under Brazilian Corporate Law and our bylaws, the board of executive officers is responsible for (a) abiding by, and enforcing
our bylaws and the decisions of our board of directors and shareholders meetings; (b) within its sphere of authority, performing
any and all acts necessary to ensure the regular course of business and fulfill our corporate purpose; and, (c) coordinating the
activities of our subsidiaries.
Moreover, the board of executive officers has powers to (a) declare a clearing participant in default of its obligations vis--vis
our clearing facilities, ordering appropriate action to be taken; (b) assign operating, credit and risk limits to participant s that
operate directly or indirectly in our clearing facilities; (c) define processes for common adoption at each of our clearing facilities,
and for the integration of trading systems, clearing and settlement systems, risk management and margin systems ; and (d)
order the total or partial closing out of open positions held by permit-holding participants in one or several markets.
Responsibilities of the board advisory committees
Audit Committee. The primary responsibilities of the audit committee include making recommendations concerning the
Compensation Committee. The primary responsibilities of the compensation committee include reviewing and evaluating
Nomination and Governance Committee. The primary responsibilities of the nomination and governance committee
Risk and Finance Committee. The primary responsibilities of the risk committee include monitoring and assessing risks,
Securities Intermediation Industry Committee . The primary responsibility of this committee is to consider the problems
independent auditors, as well as assessing and evaluate our internal controls structure and internal and independent
auditing processes, in addition to assessing our annual and quarterly financial information, and supervising the financial
reporting activities and performing other functions established in our bylaws and under the applicable regulations . For
the composition of this committee, see the information under section 12.7 of this Form.
the compensation guidelines, standards and policy, including as to benefits for directors, committee and advisory
members. For the composition of this committee, see the information under section 12.7 of this Form.
include safeguarding the credibility and legitimacy of the actions taken by the Company and its subsidiaries. For the
composition of this committee, see the information under section 12.7 of this Form.
including market, liquidity, credit and systemic risks affecting markets we operate from a strategic and structural
standpoint, as well as assessing the Companys financial position and capital structure. For the composition of this
committee, see the information under section 12.7 of this Form.
that affect the intermediary institutions that participate in the markets operated by BM& FBOVESPA and make
recommendations to our Board of Directors regarding actions oriented towards strengthening these institutions. For the
86
composition of this committee, see the information under section 12.7 of this Form.
Responsibilities of the executive advisory committee
Technical Market Risk Committee : The responsibilities of the market risk committee include (i) evaluating macroeconomic
conditions and their impact, in terms of risk, on the markets in which the Company operates; (ii) setting standards and
guidelines for the determination of margin requirements; (iii) setting standards and guidelines for the valuation of assets
accepted as collateral; (iv) setting guidelines determining the form and/or amounts of collaterals required under
transactions carried out or registered in any of the trading, registration, clearing and settlement systems, including
transactions carried out through our subsidiaries and collateral under open positions; (v) proposing policies for
management of collaterals; (vi) analyzing systemic leveraging; (vii) proposing standards, limits and guidelines for control
of credit risk of market participants; (viii) analyzing and proposing measures for improvement of risk management systems;
and (ix) conducting other analytic processes, as deemed befitting matters within the sphere of competence of the Chief
Executive Officer. For the composition of this committee, see the information under section 12.7 of this Form.
In addition, under item (g) of article 35 of our Bylaws, the Chief Executive Officer may decide to establish other technical
committees, advisory or operational committees, standardization, classification and mediation committees, work groups, and
advisory bodies, defining their operation, composition, roles and responsibilities.
Responsibilities of the Internal Audit Department
The responsibilities of this Department include providing independent, fair and timely analyses about the efficiency of risk and
governance management processes, as well as assessing the adequacy of internal controls and the fulfillment of the norms
and regulations regarding the operations of the Company and its subsidiaries.
b.
date the fiscal council was established, if not a permanent body, and the dates on which committees
were established;
Our fiscal council has not been active since our incorporation. We take the view that the functions of a Fiscal Council are
adequately fulfilled by our Audit Committee because it was conceived and established with responsibilities (stated under arti cle
47 of our Bylaws, pursuant to CVM Ruling 308/99, as amended) which overlap with those that are legally assigned to a Fiscal
Council under Brazilian Corporate Law.
Our Audit Committee as well as the Compensation Committee and the Nominations and Governance Committee (the latter two
previously comprising a single body named Compensation and Nominations Committee) were established at the Extraordinary
Shareholders Meeting held on May 8, 2008. The Risk Committee was established by the Board of Directors at the meeting held
on May 12, 2009, while the Extraordinary Shareholders Meeting held on April 13, 2015 changed its scope and name to Risk and
Finance Committee.
The Technical Market Risk Committee was created on May 8, 2008.
Additionally, at a meeting held on March 5, 2013, the Board of Directors established the Securities Intermediation Industry
Committee .
c.
mechanisms for evaluation of performance by each administrative body or committee;
We have no mechanisms for evaluation of the performance of either the board of executive officers or the Technical Market
Risk Committee, as joint decision-making bodies per se.
In addition, the Board of Directors, as a joint decision-making body per se, has adopted a yearly, formal and structured
evaluation process conducted by the President, whose dimensions are twofold: what and how. The what dimension means
evaluating data classified into three categories: (a) strategic focus, (b) knowledge and i nformation on the business, and (c)
independence, whereas the how dimension means evaluating data classified into the following categories: (a) decision making process, (b) role at meetings and (c) motivation and interest alignment.
The objective of the process is to facilitate structured discussions on continuing performance improvements for systematically
enhanced efficiency of the role of the Board of Directors. The first stage encourages mulling over individual performance
through a questionnaire that proposes intensity-rated responses (on a 1 to 5 scale) that fall within one of the above dimension
categories. Results are compiled and discussed at a meeting of the Board, which then establishes the related improvement
action plan.
d.
individual powers and responsibilities of the executive officers;

87
Chief Executive Officer . The responsibilities of the Chief Executive Officer are set forth under article 35 of our Bylaws,
and include, among other things, (a) directing and coordinating the functions of the other Chief Officers; (b) directing
general planning activities for our Company and subsidiaries; (c) setting prices, fee rates, commissions, contributions and
other dues charged from holders of Access Permits and third parties for services we provide in t he course of performing
our functional, operational, normative, surveillance and classification activities; (d) monitoring in real time and inspectin g
trades and other transactions carried out on and/or registered in our trading, registration, clearing an d settlement systems;
(e) taking measures and adopting procedures to prevent transactions that may involve unfair market practices or result in
violations of legal and regulatory norms within the realm of our market surveillance function; (f) ordering limited or marketwide trading halts in serious emergency events which otherwise would disrupt or adversely affect the orderly operation of
markets operated by us or a subsidiary, promptly giving reasoned notice of any such decision to our Board of Directors and
the Brazilian Securities Commission; (g) in certain instances contemplated in the participant access rules and other rules
issued by our Board of Directors, and in the event of suspected violation of the Code of Ethics, taking the precautionary
measure of suspending, for no more than ninety (90) days, the activities of holders of Access Permits , while promptly
communicating the suspension to the CVM and the Brazilian Central Bank; and (h) promptly notifying the CVM of events,
including transient events, that affect the markets we operate.
Chief Financial, Corporate and Investor Relations Office: The responsibilities of the Chief Financial and Corporate Officer
include (a) planning and preparing yearly and multi-year budget forecasts, work plans and capital expenditure plans; (b)
controlling the execution of yearly and multi-year budgets; (c) managing and investing financial resources, and supervising
the performance of these activities within our subsidiaries; (d) directing our accounting, financial planning and taxation
departments; (e) providing the administrative services required by our business with regard to Contract Management, Asset
Management, Asset Security, Supplies and Logistics, Engineering and Maintenance; (f) supervising the legal team in connection
with legal advice and course of action regarding corporate, litigation, tax and taxation and regulatory matters; (g) providing
information to the investors, the Brazilian Securities Commission and the stock exchange or over-the-counter market where our
securities are traded, as well as updating the registration of the Company, according to CVM regulations, and fulfill other
requirements regarding said regulations; and (h) supervising the activities of the issuer regulation department regarding the
analysis of listing applications, regular and occasional disclosure of issuer information, in addition to compliance with listing
regulations requirements. We should note the Nominations and Governance Committee, which is a standing advisory committee
to our Board, has powers to monitor the activities of our issuer regulation department with the aim of mitigating the potential for
conflicts related to our capacity as a self-listed company.
Chief Operations, Clearing and Depository Office: The responsibilities of the Operations, Clearing and Depository Officer
include (a) managing and monitoring trade operations and the connectivity to our electronic trading platforms (b) directing a ll
clearing activities for equities, fixed income securities, derivatives, commodities and foreign exchange carried out in our trading
systems and monitor the distribution and settlement of IPO transactions; (c) supplying and managing services at our central
securities depository and custody activities provided for equities, fixed-income securities, gold and agricultural securities
registered or deposited with our Central Securities Depository and our other custody systems; (d) implementing the function
of central counterparty in the our clearing houses; and (e) managing the admission and qualification of participants, and the
registration of their representatives, to the markets operated by us and the Brazilian Commodities Exchange ( Bolsa Brasileira
de Mercadorias).
Chief Product Office: The Chief Product Officer is responsible for (a) coordinating the development of new products and
trading structures according to market needs in cooperation with market participants, public and private entities and other
areas of the Company; (b) promoting market efficiency in cooperation with market participants, private and public entities ,
by disseminating knowledge and developing solutions to tackle technical hurdles; (c) establishing guidelines for business
development activities in local and international markets, (d) identifying and designing strategies for new business
opportunities and establishing business relationships with market participants seeking to expand distribution channels; and ( e)
interfacing with customers for our products and services.
Chief Technology Office: The Chief Technology Officer is responsible for (a) monitoring the connections to our electronic
trading platforms; and (b) developing and providing the maintenance of all operating systems, control tools and market
surveillance mechanisms, in addition to technology solutions related to the processing of transactions within the scope of the
capital markets.
e.
mechanisms for evaluation of performance by directors, committee members and officers
Evaluations of the officers are conducted at the beginning of the year, at which time we s et the targets in line with our strategic
plan. The targets are evaluated pursuant to a process whose dimensions are twofold: what (projects, budget and operational
indices) and how (competencies). In addition, the line manager performs an evaluation of each upper management member,
and defines evaluation scores which give us feedback for determination of both the short-term variable compensation (profit
sharing bonuses) and long-term variable compensation (stock grant). The evaluations and scores are subsequently submitted to
the Board of Directors, which ratifies the proposal.
88
Given that the Executive Market Risk Committee is composed by Executive Officers and Non -statutory Officers , we conduct
no evaluation of the individual performance of committee members, as each of their overall performance as a member of the
Executive Board and the Non-statutory Board is evaluated as discussed above.
We have no mechanisms for individual evaluation of the members of the Board of Directors and it advisory committees.
12.2. Rules, policies and practices regarding shareholders meetings:

a.
call notice periods;
Shareholders meetings are called at least fifteen (15) days prior to the date scheduled for the meeting on first call, and
eight (8) days prior to the date of the meeting on second call.
b.
powers and responsibilities;
In addition to powers allocated under the law and our Bylaws, it is incumbent on the Shareholders Meeting (a) to approve
stock grants or subscription option plans benefitting our and our subsidiaries management members and employees, and
certain other service providers; (b) deciding on action to delist our shares from the Novo Mercado segment of the Brazilian
stock exchange, or to deregister BM&FBOVESPA as a public held company; (c) from a list of candidates appointed by the Board
of Directors, designating a specialized firm to determine the fair value of our shares and prepare a valuation report in the
event of a going private process or our delisting from the Novo Mercado; (d) suspending the rights of shareholders , pursuant
to article 120 of Brazilian Corporate Law n 6.404/76 and our Bylaws); (e) deciding on our holding ownership interest in other
companies and/or associations, consortia or joint ventures where any such interest involves an amount in excess of three time s
the Reference Amount defined in the Bylaws, for which purpose the legally prescribed quorum to resolve must be observed,
unless the Brazilian Securities Commission ( Comisso de Valores Mobilirios ), or CVM, consents to a lower quorum being
adopted, such as permitted under paragraph 2 of article 136 of Law N 6.404/76.
c.
locations (street address and website or e-mail address) at which the documents related to a
shareholders meeting are made available for analysis by shareholders;
Street address: our registered office, at Praa Antonio Prado, 48, 7th floor, Downtown, So Paulo, State of So Paulo
Electronic addresses: www.bmfbovespa.com.br/ri; and www.cvm.gov.br
d.
identification and management of conflicts of interest;
At this time we adopt no particular mechanism or policy to identify instances where the interests of a shareholder may entail
conflict with our interest on any matter submitted to a Shareholders Meeting.
e.
proxy requests by management for purposes of delegating voting rights
Pursuant to current practices, we consent to have proxies for shareholders who wish to appoint them giving voting instructions
on how they are to vote their shares at the relevant shareholders meeting.
f.
formal requirements for acceptance of proxies and powers of attorney granted by shareholders,
including indication as to whether proxies sent via computer are acceptable;
We accept electronic proxies (powers of attorney) granted by shareholders that meet certain requirements, including corporate
documents that prove authority for the granting of proxies (or powers of attorney). However, we do not require proxies (or
powers of attorney) to be notarized or consularized.
In order to facilitate attendance and encourage shareholder participation in General Shareholders Meetings, we have
adopted the practice of making available the Online General Meetings platform regarding the Ordinary and Extraordinary
Shareholders Meetings held in recent years. Through this platform, shareholders were able to vote by proxy on every topic
89
in the order of business, whereupon they are issued digital certification by either a private certificat e provider or by the
Infraestrutura de Chaves Pblicas Brasileiras - ICP-Brasil (the certification authority for the Brazilian public key infrastructure
established pursuant to Provisional Measure No. 2200-2 dated August 24, 2001).
g.
forums or gateways for receipt via computer of shareholder statements on matters included in the
agenda of shareholders meetings;
We keep no forums or gateways for receipt of shareholders statements via computer, regarding matters included in the agenda
for any shareholders meetings.
h.
online video and/or audio transmission of shareholders meetings;
We provide no online video or audio transmission of our shareholders meetings.

i.
mechanisms for inclusion of shareholder proposals in meeting agendas.
We adopt no special mechanisms for shareholders to add proposals to the order of business.
12.3. Dates and newspapers for published information required under Law n 6.404/76.
2014
Notice of release of
financial statements
Call notices for
annual
shareholders
meetings analysis of
the financial
statements
Date of the meeting
Publication
date(s)
Newspaper(s)
Not published
N/A
Not published
February 27, 2015

March 2, 2015
March 3, 2015
Valor Econmico
(So Paulo)
February 27, 2015

February 28, 2015
March 3, 2015
Official Gazette
of the State of
So Paulo
February 21, 2014

February 22, 2014
February 25, 2014
Valor Econmico
(So Paulo)
April 1, 2015
Official Gazette
of the State of
So Paulo
Valor Econmico
(So Paulo)
March 25, 2014
February 11, 2015
Official Gazette
of the State of
So Paulo
Newspaper(s)
N/A
Not published
N/A
March 15, 2013

March 18, 2013
March 19, 2013
Valor Econmico
(So Paulo)
Dirio Oficial do
Estado (SP)
Official Gazette
of the State of
So Paulo
Valor Econmico
(So Paulo)
March 15, 2013

March 16, 2013
March 19, 2013
March 25, 2014
February 14, 2014
April 16 2013
Official Gazette
of the State of
So Paulo
April 16, 2013
Valor Econmico
February 20,
2013
(So Paulo)
Dirio Oficial do
Estado (SP)
February 15, 2014
Official Gazette
of the State of
So Paulo
Dirio Oficial do
Estado (SP)
Official Gazette
of the State of
So Paulo
April 15, 2013, 11 am
Dirio Oficial do
Estado (SP)
Dirio Oficial do
Estado (SP)
Financial statements
Newspaper(s)
March 24, 2014, 12 noon
Dirio Oficial do
Estado (SP)
February 11, 2015
12.4.
Dirio Oficial do
Estado (SP)
2012
Publication
date(s)
February 21, , 2014

Valor Econmico
February 24, 2014
(So Paulo)
February 25, 2014
March 30, 2015, 11 am

April 1, 2015
Minutes of the annual

shareholders meeting
that judged the
2013
Publication
date(s)
February 20,
2013
Valor Econmico
(So Paulo)
Dirio Oficial do
Estado (SP)
Official Gazette
of the State of
So Paulo
Valor Econmico
(So Paulo)
Dirio Oficial do
Estado (SP)
Official Gazette
of the State of
So Paulo
Rules, policies and practices regarding the Board of Directors
Our Board of Directors has the mission of protecting and enhancing the value of our assets, thereby maximizing long -term
return on investments and caring for the interests of the markets we operate. Our Board of Directors i s a joint decision-making
body, responsible for setting our general business guidelines and deciding on strategic issues.
Our Board is composed of a minimum of seven (7) and a maximum of eleven (11) members, most of w hich must be
Independent Directors, and all are elected by the Shareholders Meeting for two-year (2) terms, reelection being permitted.
The members of the Board of Directors may not be elected for the Companys Executive Board, nor be appointed for the
Boards of its subsidiaries.
According to the Bylaws, except as approved by the Shareholders Meeting, only the persons that fulfill the following conditi ons,
among other conditions, and are in compliance with the legal and regulatory requirements, may be el ected as members of the
Board of Directors: (i) over 25 years of age; (ii) have an exemplary reputation and knowledge of the markets operated by the
Company, as well as knowledge of other areas, as provided in the Internal Regulations of the Board of Direc tors; and (iii) are
effectively available to dedicate themselves to their position as a member of the Board of Directors, regardless of any posit ions
held in other entities, as members of the Board of Directors and/or officers.
The Chairman and Vice Chairman of the Board of Directors are appointed by the absolute majority of directors attending the
first Board meeting after their election and investiture.
The presence of an absolute majority of our directors constitutes a quorum to convene any Board meeting on first call. On
second call, any number of attending directors constitutes a quorum to convene.
Except as provided in our Bylaws, the decisions of the Board require an absolute majority of votes of attending directors,
whereby the Chairman of our Board has the casting vote.
a.
frequency of board meetings;
90
Under article 26 of our Bylaws, our Board of Directors meets regularly every other month, pursuant to an annual calendar our
Chairman releases every January, or, if required, extraordinary board meetings may be called pursuant to a three-day (3) call
notice given by the Chairman or, in his absence, the Vice Chairman or otherwise by 2/3 (two thirds) of the board membership.
The table below sets forth the dates of Board of Directors meetings held in the last three full years.
2014
2013
2012
01/30/14
02/19/13
02/14/12
02/13/14
03/05/13
03/27/12
03/13/14
04/04/13
05/10/12
04/10/14
04/15/13
06/26/12
05/08/14
05/09/13
08/07/12
06/03/14
06/13/13
09/13/12
08/07/14
06/25/13
10/03/12
08/15/14
07/25/13
11/06/12
09/24/14
08/08/13
12/11/12
11/06/14
09/11/13
11/13/14
09/17/13
12/11/14
09/30/13
12/24/14
10/01/13
10/03/13
11/07/13
11/14/13
12/17/13
b.
provisions in shareholders agreements (if any) restricting or otherwise tying the voting rights of directors
at board meetings;
There are no shareholders agreements in force.

c.
rules for identification and management of conflicts of interest.
Under article 22, paragraph 4, of our Bylaws, no person may be elected to our Board if he or she holds a position in a company
that is considered a competitor of ours or of a subsidiary, or if he or she has or represents a conflict of interest with us or any
of our subsidiaries. A person is deemed to have a conflict of interest if, cumulatively, (i) the shareholder who elected such
person also has appointed a director of any competitor; and (ii) the person has subordination relations with the shareholder
who elected such person.
Additionally, to determine whether or not a conflict of interest exists in the above circumstance, and according to our
Bylaws, a director is deemed to have been elected by (i) the shareholder or group of shareholders individually electing said
director; or (ii) the shareholder or group of shareholders whose votes, in a cumulative voting system, per se, were sufficien t
to elect the director, or whose votes would have been sufficient had the cumulative voting system been adopted, taking
into account the number of shareholders attending the meeting; or (iii) the shareholder or group of shareholders whose
votes, per se, would have been sufficient to achieve the minimum percentage set under paragraph 4 of article 141 of Law
n 6.404/76 for exercise of the right to elect a director by a separate vote.
Under paragraph 5 of article 26 of our Bylaws, a conflicted director must not have acce ss to information, take part in the
deliberations of the Board or any management body, vote, or in any way, interfere in matters regarding which he or she
has a direct or indirect conflict regarding the interests of the Company, pursuant to the law.
Moreover, under paragraphs 8 and 9 of article 22 of our Bylaws our Board members must not include two directors having
ties with a single participant with access to our markets or with a single entity, conglomerate or economic group.
Our Bylaws define ties as any of the following:
(a) a continuing relationship based on an employment contract or service provision agreement or an office in any
administrative, advisory, tax or decision-making body;
(b) directly or indirectly holding ownership interest in shares representing at least ten percent (10%) of the capital stock
or voting stock; or
(c) being a spouse, common law spouse or relative to the second degree of another director.
While for the most part our Board is composed by Independent Directors, the interests of all o ur directors, independent or
not, are in line with our interests.
Under our Bylaws, Independent Director is defined as a director (a) that meets all of the independence standards set in
the Novo Mercado listing regulation and in CVM Ruling 461/07; and (b) whose interest in our shares, whether directly or
indirectly held, represents less than seven percent (7%) of our shares of capital stock or voting stock and if the director
has ties with a shareholder, the latter must not hold an interest representing seven percent or more of our shares of capital
stock or voting stock.
91
In addition, under subsection 5(IV) of our Policy on Transactions with Related Parties and Other Circumstances involving
Conflicts of Interest and under subsection 14.7 of the Board regulation, our directors are required to disclose promptly any
existing conflict of interest and are also required to abstain from taking part in deliberations and any decision -making
process related to the pertinent matter.
Moreover, also under subsection 5(IV) of our Policy on Transactions with Related Parties and Other Circumstances involving
Conflicts of Interest, the Chairman may request a conflicted director to attend a board meeting partially to provide addition al
information on the transaction and the parties involved, provided the conflicted director must leave before the end of the
meeting and not vote in the decision-making process regarding the pertinent matter.
Additionally, if a director who may potentially ascertain a personal gain from any giv en decision fails to disclose having a
conflicted interest, any informed peer may unveil such circumstance. The conflicted director would be found in breach of
our policy on conflicts of interest, and the matter would be submitted for consideration of the Nominations and Corporate
Governance Committee so a recommendation can be made to the Board of Directors as to possible corrective actions .
In any event, any disclosed conflict of interest and the conflicted directors abstentions from voting are required to be
properly recorded in the minutes of the relevant board meetings.
12.5.
Description of the Bylaws provision on arbitration commitment for settlement of disputes.
According to article 76 of our Bylaws, the Company, its shareholders, directors and officers, and, if in office, also our Fiscal
Council members, are required to settle by arbitration any disputes related to the application, legality, effectiveness,
interpretation, violation and effects of violation of the provisions of the Bylaws; of Law n 6.404/76; of the National Monetary
Council; of the Central Bank of Brazil; of CVM; of other norms applicable to the operation of the capital markets as a whole; the
norms of the Novo Mercado listing agreement; of the Novo Mercado listing rules and sanctions regulation; of the arbitration
regulation of the Market Arbitration Chamber, which are to be conducted by the Market Arbitration Chamber selected by
the BM&FBovespa, according to the Regulations of said Chamber.
12.6 and 12.8. Composition of the board of directors, board of executive officers and fiscal council; professional
experience of directors, executive officers and fiscal council members
Board of Directors
Age
Profession
Taxpayer ID
(CPF)
Pedro Pullen
Parente
61
Claudio Luiz da
Silva Haddad
68
Business Executive
Industrial and
mechanical
engineer
059.326.371-53
109.286.697-34
Antonio Carlos
Quintella
51
Eduardo
Mazzilli de
Vassimon
57
Economist
Business
Executive
Banker
Economist
864.614.277-91
076.818.858-03
033.540.748-09
49
Charles
Peter Carey
58
Denise Pauli
Pavarina
Independent
director
Director
Director
March 30, 2015
Independent
Director (Vice
Chairman)
March 30, 2015
March 30, 2015
March 30, 2015
March 30, 2015
March 30, 2015
March 31, 2015
March 31, 2015
March 31, 2015
March 31, 2015
March 31, 2015
March 31, 2015
Term of office
Through to the date of

the annual meeting
convening to judge the
2016 financial
statements
Through to the date

of the annual
meeting convening
to judge the 2016
Through to the date

of the annual
meeting convening
to judge the 2016
Through to the
date of the
annual meeting
convening to
judge the 2016
financial
statements
Through to the date

of the annual
meeting convening
to judge the 2016
Through to the date

of the annual
meeting convening
to judge the 2016
Other
positions
Coordinator of the
Nomination and
Governance Committee
and the Compensation
Committee; member of
the Risk and Finance
Committee
Member of the
Nomination and
Governance
Committee and the
Compensation
Committee
Member of the Risk

and Finance
Committee and the
Nomination and
Governance
Comittee
Member of the
Advisory Committee
for the
Intermediation
Industry
Member of the Risk

and Finance
Committee
No
No
No
No
No
Position
Election date
Investiture
date
Appointed by
controlling
shareholder
Age
Profession
Independent Director
(Chairman)
No
Jos de
Menezes
Berenguer
Neto
Larcio Jos de
Lucena
Cosentino
Luiz Antonio de
Sampaio
Campos
Luiz Fernando
Figueiredo
48
55
44
51
69
Business
Administrator
University
Professor,
Economist and
Accountant
Banker
Eletric Engenier
Lawyer
92
Luiz Nelson
Guedes de
Carvalho
Director
Taxpayer ID
(CPF)
Position
Election date
Investiture date
Term of office
Other positions
Appointed by
controlling
shareholder
079.269.848-76
032.737.678-39
011.084.707-50
013.124.158-35
027.891.838-72
March 30, 2015
Independent
Director
February 26, 2016
Independent
Director
March 30, 2015
Independent
Director
March 30, 2015
Independent
director
March 30, 2015
March 31, 2015
February 26, 2016
March 31, 2015
March 31, 2015
March 31, 2015
Director
Through to the date Through to the date Through to the date Through to the date Through to the date
of the annual
of the annual
of the annual
of the annual
of the annual
meeting convening meeting convening meeting convening meeting convening meeting convening
to judge the 2016
to judge the 2016
to judge the 2016
to judge the 2016
to judge the 2016
financial statements financial statements financial statements financial statements financial statements
Coordinator of
the Advisory
Committee for the
Intermediation
Industry; member
of the
Compensation
Committee
Member of the
Audit Committee;
Coordinator of the
Risk and Finance
Committee
Coordinator of the
Audit Committee
No
No
No
No
No
The following is a brief biographical description of the directors.

Pedro Pullen Parente - Chairman of the Board of Directors (Independent Director)
He began his civil service career at Banco do Brasil in 1971, and in 1973 he was transferred to the Central Bank, in both cases
after sitting open public examinations. He was a consultant to the International Monetary Fund and to public institutions in Brazil,
including Secretaries of State and the 1988 Brazilian Constituent Assembly, having held several positions in the economic area of
government. He was Minister of State (1999-2002), having been the coordinator of the team handling the transition from the
government of President Fernando Henrique Cardoso to President Lula. During this period he also played an important role as
Chairman of the Energy crisis Management Committee, from 2001 to 2002. From 2003 until 2009 he was Executive Vice President
(Chief Operating Officer) of the RBS Group. He was President and Chief Executive Officer of Bunge Brasil from January 2010 to
April 2014. He currently has a seat on the boards of SBR-Global and the ABC Group, which he chairs, in addition to being managing
partner of the Prada group of financial consultancy and advisory companies.
Management positions in other public companies: He was a Director of the following companies: Banco do Brasil, Petrobrs,
TAM, Bovespa, CPFL, Alpargatas and Duratex, and he is a member of the Board of Directors of BM&FBOVESPA.
No judgment of guilty, final or otherwise, has been entered against Mr. Parente in any disciplinary or court proceedings in the
last five years.
Claudio Luiz da Silva Haddad - Vice Chairman of the Board of Directors (Independent Director)
A mechanical and industrial engineer from the Military Institute of Engineering in Rio de Janeiro (1969), he holds a Masters
and a Doctorate in Economics from the University of Chicago (1974) and Owner/President Management Program (OPM) of
Harvard Business School (1987). He was a full-time professor at the Graduate School of Fundao Getlio Vargas, from 1974
to 1979. In 1979 he served as chief economist at the Banco de Investimentos Garantia S.A., and in 1980 was appointed an
executive officer of the Central Bank of Brazil, with responsibility for the public debt and open market transactions, having
remained in this position until the end of 1982. He returned to the Banco de Investimentos Gar antia S.A. in 1983, as partner
and executive officer responsible for the Corporate Finance division and, subsequently, for the entire investment banking are a.
In 1992 he was appointed Executive Superintendent of the bank, a position he held until July 1998. He is President of Instituto
Insper Instituto de Ensino e Pesquisa, and Chairman of the Board of Directors and principal shareholder of the IBMEC S.A
group, a director of the David Rockfeller Center of Harvard University for Brazil, the Board of Direct ors of the Hospital Israelita
Albert Einstein, Ideal lnvest S.A. and Instituto Unibanco.
Management positions in other public companies: He was a Director of Petrobrs from 2002 to 2006, and he is a Director
of BM&FBOVESPA.
No judgment of guilty, in the last five years, has been entered against Mr. Haddad in any disciplinary or court proceedings
(final or otherwise).
Antonio Carlos Quintella - Independent Director
Founding partner of Pennsula Investimentos. He was Chairman of Credit Suisse Hedging-Griffo, headquartered in So Paulo
(2012-14), and CEO of Credit Suisse Americas and member of the Executive Board of the Credit Suisse Group (2010-12) and CEO
Credit Suisse Brazil (2003-10). He joined Credit Suisse in 1997, as Senior Relationship Banker of the Investment Banking division
and was appointed CEO of the operations of Credit Suisse Brazil in 2003. As CEO of Credit Suisse Brazil he oversaw the expansion
of the banks presence in that market, including the acquisition of Hedging-Griffo, in 2007. He is a member of the Board of
Directors of Fundao OSESP and sits on the Deliberative Council of the Credit Suisse Hedging Griffo Institute, the Global Advisory
Board of the London Business School and the International Advisory Board of the New York Philharmonic. He holds a degree in
Economics from the Pontifical Catholic University of Rio de Janeiro and an MBA from the London Business School (University of
London).
Management positions in other public companies: He has held no management positions in any public companies.
93
No judgment of guilty, in the last five years, has been entered against Mr. Quintella in any disciplinary or court proceedings,
final or otherwise.
Charles Peter Carey - Director
A Business Administrator, he held the position of Vice Chairman in the CME Board of Directors from July 2007 until May 2010.
Previously he had been president of the Chicago Board of Trade (CBOT) from 2003 to 2007 and one of those responsible for
transforming the CBOT into a publicly listed company on the NYSE. He is currently a Director of the CME Group and president of
the Chicagoland Sports Hall of Fame.
Management positions in other public companies: He has held no management positions in any public companies in Brazil,
except that he is a member of the Board of Directors of BM&FBOVESPA.
No judgment of guilty, in the last five years, has been entered against Mr. Carey in any disciplinary or court proceedings, final or
otherwise.
Denise Pauli Pavarina -Director
She holds a degree in Economics from Faculdade Armando lvares Penteado - FAAP and in Law from Universidade Paulista UNIP, with an Executive MBA in Finance from Instituto Insper. She began her career in March 1985 at Banco Bradesco de
Investimento S.A., a financial institution that merged with Banco Bradesco S.A. in November 1992. At Bradesco, she held the
positions of Underwriting Manager and Manager of the Managed Portfolio Department. In September 1996 she was promoted
to the position of Executive Superintendent, being appointed Departmental Head in January 2001. In June 2006 she was
appointed an Executive Officer of Banco Bradesco BBI S.A. and in January 2007, Departmental Manager, remaining until
December 2009 when she returned to Bradesco and was appointed Departmental Head. In January 201 2 she was appointed
Deputy Executive Officer and, in February 2015, Managing Executive Officer, a position she currently holds. She is also and
Managing Director of Bram - Bradesco Asset Management S.A. Distribuidora de Ttulos e Valores Mobilirios, havin g previously
held the position of Executive Superintendent. She is a member of the Steering Committee of Fundao Bradesco and Director
of FIMADEN, a foundation institute devoted to the treatment of digestive system and nutrition disorders. In addition to these
activities she is President of the ANBIMA - the Association of Brazilian Financial and Capital Market Entities, a director of
2bCapital S.A., an Investment Committee member at NEO Capital Mezanino, an equity fund, Member of the National Committee
for Financial Education - CONEF, Member of the Council of Representatives of the National Confederation of Financial
Institutions - CNF, Director of Instituto BRAiN Brasil Investimentos & Negcios and an alternate Director of Sete Brasil
Participaes S.A. She was a Director of Cielo S.A., Bica de Pedra Industrial S.A., Companhia Siderrgica Belgo -Mineira, CPM
Braxis S.A., Latasa S.A. and So Paulo Alpargatas S.A., an alternate member of the Steering Committee of ABRASCA - the
Brazilian Association of Publicly-listed Companies, Member of the Consultative Council of ANCORD the National Association
of Brokerage Houses and Securities Distributors, Foreign Exchange and Commodities, executive officer of UGB Participaes
S.A., and Institutional Relations Officer and Advisor to the Association of Capital Market Analysts and Investment Professionals
- APIMEC So Paulo.
Management positions in other public companies: She is an Executive Officer and Manager at Banco Bradesco S.A. She
was a Director of Cielo S.A. and of So Paulo Alpargatas S.A (current name: Alpargatas S.A.).
No judgment of guilty, in the last five years, has been entered against Ms. Pavarina in any disciplinary or court proceedings
(final or otherwise).
Eduardo Mazzilli de Vassimon - Director
He holds a degree in Economics from the School of Economics of the University of So Paulo - USP and in Business
Administration from Fundao Getlio Vargas, both completed in 1980, and a graduate degree from EAESP/FGV and cole ds
Hautes tudes Commerciales France in 1982. Since 2013 he has been an Executive Officer of Ita Unibanco Holding S.A.
and Executive Vice President of Ita Unibanco S.A. and, since 2003, an Executive Officer of Banco Ita BBA S.A. He was
Executive Vice President of Banco Ita BBA S.A. from April 2003 to December 2008, in charge of the international, financial
institutions, products and customer desk and treasury areas; Executive Offic er of the International Area of Banco BBACreditanstalt S.A. from 1992 to 2003; Assistant Executive Officer, Foreign Exchange, at Banco BBA-Creditanstalt S.A from 1990
to 1991; and General manager for Foreign Exchange at Ita Unibanco S.A. from 1980 to 199 0.
Management positions in other public companies: He is an Executive Officer of Ita Unibanco Holding S.A. and Executive
Vice President of Ita Unibanco S.A.
No judgment of guilty, in the last five years, has been entered against Mr. Mazzilli in any dis ciplinary or court proceedings, final
or otherwise.
Larcio Jos de Lucena Cosentino - Independent Director
Founder and CEO of TOTVS, Latin Americas largest enterprise software, platform and consultancy company, Larcio Cosentino,
55, graduated in electrotechnical engineering from the University of So Paulo. His career and history have been mainly devoted
to the IT sector, especially with the founding of TOTVS in 1983. Since then the company has become absolute leader in Brazil
and present in 41 countries. Today Cosentino is one of the leading players in the Brazilian software market, actively working
to defend and strengthen the IT industry. Besides leading the company, he chairs the Executive Committee of the Brazilian
Association of Information & Communication Technology Companies (Brasscom), and the Boards of Directors of Instituto
Empreender Endeavor and Mendelics, among other activities.
Management positions in other public companies: Member of the Board of Directors and CEO at TOTVS S.A.; Member of
the Board of Directors at IOS Instituto de Oportunidade Social.
No judgment of guilty, in the last five years, has been entered against Mr. Mazzilli in any disciplinary or court proceedings , final
or otherwise.
94
Jos de Menezes Berenguer Neto - Director

He obtained a Bachelors Degree in Law in 1989 from the Pontifical Catholic University of So Paulo. He was appointed Preside nt
of JP Morgan in Brazil beginning April 1, 2013. He was CEO of Gvea Crdito Estruturado (project finance). From 2007 to 2 012
he worked at Banco Santander S.A. as head of the Retail, Private Banking, Asset Management and Global Markets and Products
areas, having been an effective member of the Executive Commission and, until September 2012, a director of Banco Santander
in Brazil. Prior to his positions at Santander, between 2002 and 2007 he served as Executive Vice President in the Corporate
segment at Banco ABN / Real, with direct responsibility for the Global Markets, Private Banking, Products, Finance and areas
and the ALCO (Asset and Liability Committee). From 1999 to 2002 he served as an Executive Officer of Banco BBA S.A., with
responsibility for: Balance Sheet Management, Gapping, Proprietary Trading and Capital Markets and was also a member of
the Board of Directors. Together with the GP Group he founded Utor Investimentos-NY/So Paulo. Between 1997 and 1998 he
served as Co-Head of Emerging Markets and High Yield Fixed Income at ING Bank New York, as a member of the Corporate
and Private Banking Executive Committee, as well as a member of the Regional Management Committee of the Americas.
Between 1994 and 1997 he was the officer responsible for the following segments: Head of Fixed Income, Equities Trading,
Sales and Research at ING Barings Brazil. He was also an effective member of the Branch Management, Credit and Trading
Risk Management Committees, as well as CEO of ING Brokerage House in Brazil. He was a member of the Boards of Gvea
Investimentos S.A., FEBRABAN, ANBIMA, Fundao Brasileira de Proteo da Juventude e Infncia and the Emerging Markets
Traders Association. He was also Vice President of the Federao Bancria Brasileira - Treasury from 2000 to 2002. He is a
Director of Santos Futebol Clube (a football or soccer team), of Central de Exposio de Derivativos (a derivatives institute), of
New Ventures Brasil, and the Akatu Institute.
Management positions in other public companies: He was a Director of Banco Santander (Brasil) S.A., and he is a Director
at BM&FBOVESPA.
No judgment of guilty, final or otherwise, has been entered against Mr. Berenguer Neto in any disciplinary or court proceedings
in the last five years.
Luiz Antonio de Sampaio Campos - Independent Director
Lawyer specializing in Corporate Law, founding partner of law firm Barbosa Mssnich & Arago - Advogados. He was a Director
of the Brazilian Securities Commission from 2001 to 2004, where he participated in creating rules that cleared the way for a
substantial restructuring of the stock market, such as CVM Instructions 361 and 400. He joined Barbosa Mssnich & Arago
Advogados in 1995 as a founding partner, cutting ties with the office during the period when he joined the executive board of
CVM, and returning in March 2005.
Management positions in other public companies: Member of Fiscal Council of Nitro Carbono S.A. and Pronor
Petroqumica S.A.
No judgment of guilty, final or otherwise, has been entered against Mr. Sampaio Campos in any disciplinary or court proceedings
Luiz Fernando Figueiredo - Independent Director
Business administrator specializing in Finance from Fundao Armando lvares Penteado (FAAP), having been a professor on
that institutions MBA Program. He is co-founder and Lead Managing Partner at Mau Sekular Investimentos and currently
serves as a Director of the Association of Brazilian Capital and Financial Market Entities (ANBIMA). In the past he has serve d
as Director of Grupo Po de Acar, President of the Association of Capital Market Investors (Brazilian acronym, AMEC) and a
Director of Industry Romi. He was founding partner of Gvea Investimentos, and partner and Treasury Officer of Banco BBA.
Between 1999 and 2003 he was Monetary Policy Director of the Central Bank of Brazil. He has also held managerial positions
at Banco Nacional, JP Morgan and local brokerage houses in the trading, foreign exchange, commodities and variable income
functions.
Management positions in other public companies: He is a Director at BM&FBOVESPA.
No judgment of guilty, final or otherwise, has been entered against Mr. Berenguer Neto in any disciplinary or court proceedings
Luiz Nelson Guedes de Carvalho - Independent Director
He holds an Economic degree from the School of Economics, Business and Accounting of the University of So Paulo (FEA USP) and in Accountancy from Faculdades So Judas Tadeu So Paulo. He also holds a masters degree and doctorate in
Accounting and Controllership from FEA-USP. Doctorate Honoris Causa from FECAP/SP. He is a Professor at FEA-USP; Director
of FIPECAFI; Member of the Accounting Pronouncements Committee CPC Brazil and its Vice Coordinator for International
Relations; official deputy representative of CPC Brazil at the Emerging Economies Group (EEG) of the International Accounting
Standards Board (IASB), London; Member of the Board of the International Integrated Reporting Council IIRC, an initiative
of the Accounting for Sustainability - A4S project coordinated by the Prince of Wales; Member of the Consultative Council of
the A4S project and a member of its Governance and Appointments Committee; and an Independent Member of the Self Regulation Council of FEBRABAN. He has experience as an arbitrator at the International Court of Arbitration of the
International Chamber of Commerce (ICC), headquartered in Paris, and the at the Brazil -Canada Chamber of Commerce in
So Paulo; he is a business consultant specializing in corporate reorganizations, organizational changes and mergers and
acquisitions; advisor to companies and law firms and offers expert opinions on litigation involving matters concerning: (i) t he
financial system and the capital markets, (ii) auditing of financial statements and corporate accounting, and (iii) mergers and
acquisitions; General Coordinator of Exame Magazines special supplement Melhores e Maiores (Best and Biggest)
companies in Brazil; Chairman of the Working Group on Capacity Building in the area of International Fi nancial Reporting of
the Intergovernmental Group of Experts on International Standards of Accounting and Reporting (ISAR) of UNCTAD/UNO in
95
Geneva, Switzerland; Audit Committee Coordinator of Cia. Brasileira de Distribuio (CBD)/Po de Acar Group; member of
the Board of Directors of the NGO FAS Fundao Amaznia Sustentvel; member of the Board of Directors of the
BM&FBOVESPA S.A.; Audit Committee Coordinator at the BM&FBOVESPA; member of the Sustainability Committee of the
BM&FBOVESPA; member of ABRACICON (The Brazilian Academy of Accounting Sciences); member of the Board of Directors
of Petrobras; Chairman of the Audit Committee of Petrobras; former member of the Board of Directors da XBRL International
Inc. (20092011); former member of the Financial Crisis Advisory Group (FCAG) from 2008 to 2010 on the initiative of the
Financial Accounting Standards Board (FASB) and the IASB; first independent President of the Standards Advisory Council
(SAC) of the IASB, (2005 - 2008); former member of the Consultative and Advisory Group (CAG) of the International
Assurance and Auditing Standards Board of the International Federation of Accountants (IFAC) from 2005 to 2010; consultant
retained by the World Bank for matters of the Brazilian Financial System and for ma tters of the Audit Accounting Reforms in
Brazil (2003); former Deputy Director of the IAA (Interamerican Accounting Association); President with five (05) terms of
office and a permanent member of the Brazilian delegation on the Intergovernmental Group of Specialists in Accounting
Standards and Financial Reports, a UNCTAD/UNO body.
Management positions in other public companies: Former Director of Banco Nossa Caixa S.A., do Banco BBVA Brasil
S.A., Banco Excel-Econmico S.A.; Vicunha Txtil S.A.; Banco de Crdito Real de Minas Gerais CREDREAL; former
Coordinator of the Audit Committee of Banco Nossa Caixa S.A. and of the Finance and Risks Committee of Vicunha Txtil
S.A. He is a member of the Board of Directors of Petrobras and Chairman of the Audit Committ ee of Petrobras.
No judgment of guilty, final or otherwise, has been entered against Mr. Carvalho in any disciplinary or court proceedings in
the last five years.
Board of Executive Officers
Edemir
Pinto
61
Age
Profession
Ccero Augusto
Vieira Neto
42
Daniel
Sonder
38
Economist
Economist
Economist
Taxpayer ID (CPF)
614.304.988-20
128.501.208-98
Position
Chief Executive
Officer
Appointment date
April 30, 2015
Investiture date
April 30, 2015
April 30, 2015
April 30, 2015
2 years
2 years
Member of the
Technical Market Risk
Committee
2 years
No
No
Term of office
Other positions
Appointed by controlling
shareholder
283.092.178-03
Chief Financial,
Chief Operations,
Corporate Affairs and
Clearing, and CSD Officer
Investor Relations
Officer
April 30, 2015
April 30, 2015
No
Eduardo Refinetti
Guardia
49
Lus Otvio Saliba

Furtado
48
Economist
System Analyst
088.666.638-40
926.046.687-34
Chief Products
Officer
Chief Technology
Officer
April 30, 2015
April 30, 2015
April 30, 2015
April 30, 2015
2 years
Member of the
Technical Market
Risk Committee
2 years
No
No
The following is a brief biographical description of the members of the board of executive officers.
Edemir Pinto
Chief Executive Officer
Mr. Pinto joined BM&F in January 1986. In July 1987 he was elected Clearing Officer at BM&F, responsible for risk management,
clearing and settlement, participant registration, margin requirements, custody and controllership. He was Chief Executive
Officer of BM&F between April 1999 and May 2008, in which capacity he was responsible for providing guidance and
coordinating the work of the officers, managing activities related to the Companys planning and general management. In
May 2008, he was appointed Chief Executive Officer of BM&FBOVESPA, which merged with BM&F (commodities and futures
exchange).
Management positions in other public companies: Mr. Pinto was the CEO of BM&F, the Brazilian Mercantile and Futures
Exchange (Bolsa de Mercadorias e Futuros BM&F S.A).
On deciding appeal No. 7530, the Appeals Board of the Brazilian Financial System (CRSFN), with grounds on article 11 of Law
No. 6,385/76, sentenced Mr. Edemir Pinto to enter a judgment of warning for oversight failure related to certain transactions
in Ibovespa futures. Mr. Edemir Pinto had been acquitted in CVM sanction proceedings No. 37/2000, which originated the
appeal of the CRSFN.
Ccero Augusto Vieira Neto
Chief Operations, Clearing, and CSD Officer
Mr. Vieira Neto holds a graduate degree in Economics from the School of Economics of the University of So Paulo (USP). PhD
in Economics from the University of So Paulo. He joined the Brazilian Mercantile and Futures Exchange (BM&F) in 2001, where
he served as executive officer for the BM&F clearing houses. From September 2006 to June 2008, he was Derivatives Clearing
Officer at BM&F, being responsible for risk management. In July 2008 he was our Chief Operations and Information Technology
Officer, responsible, among other, for trade operations and management of the Companys technology. In September 2011,
became Chief Operations, Clearing, and CSD Officer of BM&FBOVESPA. Management positions in other public companies: Mr.
Vieira Neto was an executive officer of BM&F, the Brazilian Mercantile and Futures Exchange ( Bolsa de Mercadorias e Futuros
BM&F S.A).
No judgment of guilty, final or otherwise, has been entered against any of our directors in any disciplinary or court proceedings.
Daniel Sonder
96
Chief Financial, Corporate Affairs and Investor Relations Officer
Mr. Sonder holds a bachelors degree in Economics and International Relations from Tufts University, and a masters degree in
International Relations from the Fletcher School of Law and Diplomacy - Tufts University. He served as a Chief Officer of the
Structured Credit Funds area in the Asset Management Division of Credit Suisse, which he joined in 2006. Previously, between
2003 and 2006, he was a member of the senior staff of the So Paulo State Secretary of Treasury. Earlier, between 2002 and
2003, he was assistant to the Director of Structured Products at the Brazilian National Bank for Economic and Social Development
(Banco Nacional de Desenvolvimento Econmico e Social), or BNDES, and worked at J.P. Morgan from 1999 to 2001. In May 2013,
Mr. Sonder became Chief Financial and Corporate Affairs Officer at BM&FBOVESPA, where, since February 2015, he is the Chief
Financial, Corporate Affairs and Investor Relations Officer.
Management positions in other public companies: He is a former member of the Board of the Sabesp (water utility) in 2004
and 2006. He was also a Fiscal Council member at Cosesp, EMAE and Sabesp.
Eduardo Refinetti Guardia
Chief Products Officer
Mr. Guardia holds a bachelors degree in Economics from the Catholic University of So Paulo, a masters degree in Economics
from the University of Campinas (Unicamp) and a PhD degree in Economics from the Economic Research Institute of the School
of Economics and Administration of the University of So Paulo. In June 2010 he was appointed as Chief Financial, Corporate
Affairs and Investor Relations Officer of BM&FBOVESPA. In May 2013 he became the Chief Product and Investor Relations Officer,
and, since February 2015, he is the Chief Product Officer. Previously he was Finance Secretary of the State of So Paulo, Secretary
of the Brazilian Treasury, Deputy Secretary of Economic Policy of the Ministry of Finance, Managing Partner of Pragma Patrimnio,
Chief Financial and IR Officer of GP Investments and a professor of the Department of Economics at PUC/SP. In addition, he is a
former Chairman of the Board of Directors of Banco Nossa Caixa and COSESP, and a member of the Board of Directors of Droga
Raia, CESP, CTEEP, SABESP and Caixa Econmica Federal (CEF).
Management positions in other public companies: Mr. Guardia is a former Chief Financial and Investor Relations Officer of GP
Investments, and a member of the Boards of Directors of Droga Raia (retail drugstore chain), of ETC Participaes S.A. (private
equity), of Ideal Invest S.A. (financial solutions in education), of the public utilities CESP/EMAE, Sabesp and CTEEP, of Cosipa and
of Caixa Econmica Federal. He was also Chairman of the Board of Directors of Banco Nossa Caixa and Cosesp Insurance
Company of the State of So Paulo.
Lus Otvio Saliba Furtado
Chief Technology Officer
Mr. Furtado is a systems analyst graduated from the Pontifical Catholic University in 1989 with Advanced Management Program
at Harvard Business School in 2008. He was IT manager at IBM, responsible for Latin America. From 2000 to 2002, he worked
for the Po de Acar Group, where his last position was Chief E- Commerce Officer. He was Vice-presidentof Technology and
Services at Sul America Seguros (insurance). In April 2011, he joined the staff of the BM&FBOVESPA as Chief Information
Technology Officer. In September this year, he was appointed our Chief Technology Officer.
Management positions in other public companies: Mr. Furtado served as Executive Vice Chairman of Sul America S.A. from 2002
to 2011.
Fiscal Council
Not active.
12.7.
Composition of statutory committees, and of the audit, risk, finance and compensation committees.
Board of Directors Advisory Committees

Audit Committee
Luis Nelson
Guedes de
Carvalho
Age
Profession
Taxpayer ID
(CPF)
Position
Appointment
date
Investiture
date
Term of office
Other
69
University Professor,
Economist and
Accountant
027.891.838-72
Coordinator and
Financial Specialist
March 31, 2015
March 31, 2015
June 2017
Independent director
Luiz Antonio
de Sampaio
Campos
Paulo Roberto
Simes da
Cunha
Pedro Oliva
Marcilio de
Sousa
Srgio Darcy
da Silva Alves
Tereza Cristina
Grossi Togni
44
64
40
69
64
Accountant
Lawyer
Financial
Consultant
Accountant
567.047.048-68
726.224.745-04
050.933.687-68
163.170.686-15
External
member
External
member
External
member
External member
June 13, 2013
June 13, 2013
June 13, 2013
June 13, 2013
June 13, 2013
June 13, 2013
June 13, 2013
June 13, 2013
June 2015
June 2015
June 2015
June 2015
Lawyer
011.084.707-50
Member
March 31,2015
May 18, 2015
March 2016
Independent
97
positions
director
Luiz Nelson Guedes de Carvalho (Independent Director and Committee Coordinator)

Member of the Board of Directors of BM&FBOVESPA (See subsection 12.8 Board of Directors).
Luiz Antonio de Sampaio Campos (Independent Director and Committee Member)
Member of the Board of Directors of BM&FBOVESPA (See subsection 12.8 Board of Directors).
Paulo Roberto Simes da Cunha (External Independent Member)
Mr. Cunha holds a graduate degree in Accounting and Business Administration and post-graduate degrees in Accounting and
Auditing. Earlier, he had a 23-year career at the Central Bank of Brazil, where he worked mainly in banking supervision. He was
also a partner of KPMG Auditores Independentes and lead executive for the Risk Advisory Services and Regulatory Risk practice
areas. Currently, he serves as Chairman of the Fiscal Council of Mahle Metal Leve S.A and Specialist Member of the Audit
Committee of the Bradesco conglomerate.
Management positions in other public companies: Mr. Cunha is the Chairman of the Fiscal Council of Mahle Metal Leve S.A.
No judgment of guilty, final or otherwise, has been entered against Mr. Cunha in any disciplinary or court proceedings.
Pedro Oliva Marcilio de Sousa (External Independent Member)
Mr. Sousa holds a graduate degree in Law from the Federal University of Bahia. In 1997, Mr. Sousa joined the law firm of Machado,
Meyer, Sendacz e Opice Advogados where he was a partner from 2001 to 2005. From 2005 to 2007, he was Chief Officer of the
Brazilian Securities Commission (Comisso de Valores Mobilirios). He was also vice--president of the investment bank division of
Goldman Sachs Banco de Investimento S.A., and, from 2009 to 2010, he served as managing director of Banco Standard de
Investimento S.A., being in charge of corporate acquisitions. Since 2010 Mr. Sousa has been a managing director of BR Advisory
Partners Participaes S.A and Audit Committee member of Companhia Brasileira de Distribuio.
Management positions in other public companies: Mr. Sousa is an Audit Committee member at Companhia Brasileira de
Distribuio.
No judgment of guilty, final or otherwise, has been entered against Mr. Sousa in any disciplinary or court proceedings.
Srgio Darcy da Silva Alves (External Independent Member)
Mr. Alves graduated in Economics from the Rio de Janeiro Federal University. He has been as a member of the Audit Committee
of Banco Ita Unibanco since April 2014; Chairman of the Board of Directors of Planet Finance; a consultant for the Brazilian
Association of Credit, Financing and Investment Companies (ACREFI); a consultant for a number of financial market institutions;
Former Officer of Central Bank of Brazil, responsible for the Standards Area and Financial System Organization, from September
1997 to April 2006.
Management positions in other public companies: Mr. Alves has been a member of the Audit Committee of Banco Ita Unibanco
S.A.
No judgment of guilty, final or otherwise, has been entered against Mr. Alves in any disciplinary or court proceedings.
Tereza Cristina Grossi Togni (External Independent Member)
Ms. Grossi holds a bachelors degree in Business Management and Accounting Sciences from the Minas Gerais Catholic
University (1977). She attended specialization programs in Banking Supervision in Switzerland, and the United States. Central
Bank of Brazil - member of the Board and Banking Supervision Officer from April 2000 to March 2003. Consultant, Adjunct
Head of Department and Head of the Banking Supervision Department, from February 1997 to March 2000, and Chief Inspector
and Banking Supervision Coordinator from August 1984 to February 1997. Central Bank of Brazil representative at the Core
Principles Liaison Group and the Working Group of the Basel Committee on Banking Supervision on Capital from April 2000 to
March 2003. Banco Ita Unibanco Holding S.A. member of the Board of Directors from February 2004 to November 2008.
Financial Specialist at the Audit Committee from July 2004 to May 2010. Member of the Disclosures and Trading Committee
from May 2005 to May 2010. Member of the Accounting Policies Committee from May 2008 to May 2010. Porto Seguro S.A.
member of the Audit Committee from December 2009 to October 2011. Itautec S.A. - Coordinator of the Audit and Risk
Management Committee since September 2010, and member of the Disclosures Committee since May 2011. Ita sa Investimentos Ita S.A. - Chairman of the Fiscal Council since April 2011. Duratex S.A. - Chairman of the Audit and Risk
Management Committee since April 2013, and Specialist member since June 2012.
Management positions in other public companies: Ms. Grossi has served as Coordinator of the Audit and Risk Management
Committee of Itautec S.A since September 2010, and member of its Disclosures Committee; Chairman of the Fiscal Council of
Itasa since April 2011; Chairman of the Audit and Risk Management Committee since April 2013.
No judgment of guilty, final or otherwise, has been entered against Ms. Grossi in any disciplinary or court proceedings.
Risk and Finance Committee
Age
Profession
Luiz Fernando
Figueiredo
Antonio Carlos
Quintela
50
49
57
61
Economist
Economist
Business Executive
Business Administrator
98
Eduardo Mazzilli de
Vassimon
Pedro Pullen
Parente
013.124.158-35
864.614.277-91
033.540.748-09
059.326.371-53
Committee Coordinator
Committee member
Committee member
Committee member
Appointment date
March 31, 2015
March 31, 2015
March 31, 2015
March 31, 2015
Investiture date
March 31, 2015
March 31, 2015
March 31, 2015
March 31, 2015
2 years
2 years
2 years
and member of the
Nominations and
Governance Comittee
Director
2 years
Chairman of the Board of
Directors (Independent);
Coordinator of the
Compensation Committee and
of the Nominations and
Governance Committee
Taxpayer ID (CPF)
Position
Term of office
Other positions
Compensation Committee
Pedro
Pullen Parente
Age
Profession
Claudio Luiz
da Silva Haddad
Jos de Menezes
Berenguer Neto
61
68
48
Business Executive
Mechanical and industrial engineer
Banker
Taxpayer ID (CPF)
059.326.371-53
109.286.697-34
079.269.848-76
Committee member
Committee member
Appointment date
March 31, 2015
March 31, 2015
March 31, 2015
Investiture date
March 31, 2015
March 31, 2015
March 31, 2015
2 years
Chairman of the Board of Directors
(Independent);
member of the Risk and Finance
Committee and Coordinator of the
Nominations and Governance
Committee
2 years
2 years
Vice Chairman of the Board of

Directors (Independent) and member
of the Nominations and Governance
Committee
Director and Coordinator of the

Investment Intermediation Industry
Committee
Position
Term of office
Other positions
Nominations and Governance Committee

Pedro
Pullen Parente
Claudio Luiz
da Silva Haddad
Antonio Carlos
Quintela
61
68
49
Professional degree
Business Executive
Mechanical and industrial engineer
Economist
Taxpayer ID (CPF)
059.326.371-53
109.286.697-34
864.614.277-91
Age
Position
Committee member
Committee member
Appointment date
March 31, 2015
March 31, 2015
March 31, 2015
Investiture date
March 31, 2015
March 31, 2015
March 31, 2015
2 years
Chairman of the Board of Directors
(Independent);
Coordinator of the Compensation
Committee and member of the Risk
and Financel Committee
2 years
2 years
Vice Chairman of the Board of

Directors (Independent) and member
of the Compensation Committee
Independent Director and member of

the Risk and Financial Comittee
Term of office
Other positions
Securities Intermediation Industry Committee
Age
Profession
Taxpayer ID
(CPF)
Position
Appointment
date
Investiture date
Term of office
Other positions
Jos de Menezes
Berenguer Neto
47
Banker
Denise Pauli
Pavarina
51
Banker
079.269.848-76
076.818.858-03
42
Economist
Guilherme Dias
Fernandes
Benchimol
38
Economist
Joaquim da Silva
Ferreira
73
Business Executive
206.291.248-09
025.998.037-48
478.956.918-72
External
member
Eduardo Nogueira
da Rocha Azevedo
Committee member
External member
External
member
February 13, 2015
March 01, 2015
February 13, 2015
February 13, 2015
February 13, 2015
February 13, 2015

April 15, 2017
March 01, 2015

April 15, 2017
February 13, 2015

April 15, 2017
February 13, 2015

April 15, 2017
February 13, 2015

April 15, 2017
Director and member of

the Compensation
Committee
Age
Profession
Taxpayer ID (CPF)
Julio de Siqueira
Carvalho de Arajo
59
Banker
425.327.017-49
Position
External member
Director
Leonardo Chaves Barreira

40
Engineer
035.352.947-89
External
member
99
Mauro Barbosa de Oliveira

42
Economist
804.158.656-20
External member
Paulino Botelho de Abreu

Sampaio
68
Administrator
070.814.058-00
External
member
Appointment date
Investiture date
Term of office
Other positions
February 13, 2015

February 13, 2015
April 15, 2017
-
February 13, 2015

February 13, 2015
April 15, 2017
-
February 13, 2015

February 13, 2015
April 15, 2017
-
November 12, 2015

November 12, 2015
April 15, 2017
-
Executive Advisory Committees

Technical Market Risk Committee
Andr Eduardo Demarco
39
Age
Profession
Taxpayer ID (CPF)
Position
Ccero Augusto
Vieira Neto
42
Eduardo Refinetti Guardia

48
Marcelo Wilk
37
Economist
Economist
Economist
157.259.718-64
128.501.208-98
088.666.638-40
215.977.998-90
Committee member
Committee member
Committee member
Committee member
Appointment date
May 13, 2009
May 8, 2008
June 3, 2013
December 10, 2013
Investiture date
May 13, 2009
May 8, 2008
June 3, 2013
December 10, 2013
Term of office
Indefinite term
Indefinite term
Indefinite term
Other positions
Engineering Officer
for Product and Services
Indefinite term
Chief Operations, Clearing
and CSD Officer
Chief Products Officer
CSD & Transactions

Registration Officer
Viviane El Banate Basso

37
Mrio Palhares
40
Eduardo Lopes Farias

37
Systems analyst
Andr Monteiro dAlmeida

Monteiro
42
Age
Profession
Engineer
Economist
631.491.505-82
267.030.438-92
025.278.567-30
027.002.197-32
Committee member
Committee member
Committee member
Committee member
Appointment date
October 14, 2013
July 5, 2011
February 18, 2014
February 18, 2014
Investiture date
October 14, 2013
July 5, 2011
February 18, 2014
February 18, 2014
Term of office
Indefinite term
Indefinite term
Indefinite term
Other positions
Risk Management Officer
Settlement Officer
Trading Officer
Indefinite term
Internal Controls, Compliance
and Enterprise Risk Officer
Taxpayer ID (CPF)
Position
12.9. Marital relationships or domestic partnerships or family relationships (to the second degree) between
Company directors and officers, subsidiaries and controlling shareholders:
a.
the directors and officers of the registrant
There are no marital relationships or domestic partnerships or family relationships (to the second degree) between any of our
directors and officers.
b.
(i) the directors and officers of the registrant, and (ii) the directors and officers of its direct or indirect
subsidiaries
There are no marital relationships or domestic partnerships or family relationships (to the second degree) between any of our
directors and officers, and the directors and officers of our direct or indirect subsidiaries.
c.
(i) the directors and officers of the registrant and direct or indirect subsidiaries, and (ii) the direct or
indirect controlling shareholders
Not applicable, as we have no controlling shareholders.

d.
(i) the directors and officers of the registrant, and (ii) the directors and officers of its direct or indirect
controlling shareholders

12.10. Subordination, service provision or control relationship tying directors and officers, subsidiaries,
controlling shareholders, and other.
a.
direct or indirect subsidiaries
There are no subordinate, service provision or control relationships between any of our directors or officers and our direct or
indirect subsidiaries.
b.
direct or indirect controlling shareholders

c.
material suppliers, clients, debtors, and creditors of the registrant, its subsidiaries, controlling
shareholders or subsidiaries of these persons.
For information on subordinate relationships between the Companys directors and officers, and its affiliate companies, see
subsection 12.12 below, considering that the affiliate in question does not have a Corporate Taxpayers Register Number
(CNPJ), since it is a foreign company.
100
12.11. Agreements, including liability insurance policies, on the payment or refund of expenses incurred by
directors and officers
We provide directors and officers (D&O) liability insurance aimed to support these executives in the exercise of their activities,
thus reducing any risks relating to their relevant positions and functions.
The D&O liability insurance also aims at protecting the Company in the sense that its non-statutory directors and officers can
be able to make the decisions required for their positions and functions with greater safety.
We purchase D&O insurance policies to cover our and our subsidiaries non-statutory directors and officers for losses related
to functional activities performed both in Brazil and cross-border. The amount insured is R$125,000.
Adherence to the ABRASCA Code of Self-Regulation and Good Practices of Public Companies
On December 12, 2011, BM&FBOVESPA adhered to the ABRASCA Code of Self-Regulation and Good Practices of Public
Companies (ABRASCA Code). In so doing, BM&FBOVESPA declared to abide by the principles and standards established
in the ABRASCA Code, except with regard to the standard which calls for a Disclosures Committee to be established.
Nonetheless, we should note our Investor Relations officer (as supported by other Company departments) is responsible
for analyzing information related to us, which must observe the terms provided for in the Companys Disclosure Policy.
Positions held by the Members of our Board of Directors in other companies and entities
Pedro Pullen Parente, non-executive member of the Board of Directors (independent)
Management positions held in other companies or entities. Mr. Parente serves as Chairman of the Board of the ABC Group, as
member of the Board of SBR-Global and managing partner of the Prada group of financial consultancy and advisory companies .
Claudio Luiz da Silva Haddad, non-executive member of the Board of Directors (independent)
Management positions held in other companies or entities. Mr. Haddad is the president of Insper - Instituto de Ensino e
Pesquisa; a member of the Board of Directors of the IBMEC Group S.A., a higher education conglomerate. He is a member of
the Board of Directors of the David Rockefeller Center of the Harvard University for Brazil, and a member of the Board of Directors
of Hospital Israelita Albert Einstein, of Ideal lnvest S.A and of Instituto Unibanco.
Antonio Carlos Quintella, non-executive member of the Board of Directors (independent)
Management positions held in other companies or entities. Member of the Board of Directors at Fundao OSESP and member
of the Advisory Board of Credit Suisse Hedging Griffo Institute.

Charles Peter Carey, non-executive member of the Board of Directors
Management positions held in other companies or entities. Mr. Carey is a member of the Board of Directors of the CME Group.
He also serves in the management of Henning-Carey Proprietary Trading, LLC and as General Partner of Henning & Carey Trading
Company. Additionally, Mr. Carey serves as President of the Chicagoland Sports Hall of Fame.
Denise Pauli Pavarina - non-executive member of the Board of Directors
Management positions held in other companies or entities. Managing Executive Officer of Banco Bradesco S.A.. Managing
Officer of Bram - Bradesco Asset Management S.A. Distribuidora de Ttulos e Valores Mobilirios. Member of the Steering
Committee of Fundao Bradesco and member of the Board of Directors of FIMADEN, a foundation institute devoted to the
treatment of digestive system and nutrition disorders. President of ANBIMA - the Association of Brazilian Financial and Capital
Market Entities, Member of the Board of Directors of 2bCapital S.A., Member of the Board of Directors of BRAiN Institute Brasil Investimentos & Negcios, and Deputy Member of the Board of Directors of Seven Brazil Participaes SA
Eduardo Mazzilli de Vassimon - non-executive member of the Board of Directors

Management positions held in other companies or entities. Executive Officer of Ita Unibanco Holding S.A., Vice-chairman of
Ita Unibanco S.A. and member of the Board of Directors of Ita BBA S.A.
Jos de Menezes Berenguer Neto - non-executive member of the Board of Directors
Management positions held in other companies or entities. Mr. Berenguer Neto serves as Chief Executive Officer of JP Morgan
in Brazil, is a member of the Boards of Directors of Santos Futebol Clube (a football or soccer club), of Central de Exposio de
Derivativos (a derivatives institute), and of New Ventures Brasil and the Akatu Institute.
Luiz Antonio de Sampaio Campos - non-executive member of the Board of Directors (independent)
Management positions held in other companies or entities. Founding Partner of the law firm Barbosa, Mssnich & Arago
Advogados, Member of the Fiscal Board of Nitro Carbono S.A. and Pronor Petroquimica S.A.
Luiz Fernando Figueiredo - non-executive member of the Board of Directors (independent)

Management positions held in other companies or entities. Mr. Figueiredo is a Founding Partner and serves as Head Managing
Partner of Mau Sekular Investimentos, and currently serves as Director of the Brazilian Financial and Capital Markets
Association (Associao Brasileira das Entidades dos Mercados Financeiro e de Capitais ANBIMA).
Luiz Nelson Guedes de Carvalho - non-executive member of the Board of Directors (independent)
Management positions held in other companies or entities. Mr. Carvalho serves as director of the Accounting, Actuarial and
Financial Research Institute Foundation (Fundao Instituto de Pesquisas Contbeis, Atuariais e Financeiras), or FIPECAFI.
Member of the Board of the International Integrated Reporting Committee (IIRC); serves as Chairman of the Capacity-Building
101
Working Group for International Financial Reporting of the Intergovernmental Working Group of Experts on International
Standards of Accounting and Reporting (ISAR) of UNCTAD/UNO, in Geneva, Switzerland; Coordinator of the Audit Committee of
the Cia. Brasileira de Distribuio/Po de Aucar Group; member of the Board of Directors of the NGO Fundao Amaznia
Sustentvel (Sustainable Amazon Foundation); independent member of the Self-Regulatory Board of the Brazilian Federation of
Banks (Febraban); managing partner of NISA Solues Empresariais Ltda. and Nisa Consultoria Empresarial Ltda.; member of the
Board of Directors of Petrobras, and Chairman of the Audit Committee of Petrobras.
Supplemental Information to Subsection 12.2 Company practices related to shareholders meetings.
Type of general meeting
Meeting date
Convened on
first or second call
Shareholder Turnout
Annual shareholders meeting

Extraordinary shareholders meeting
April 28, 2009

April 28, 2009
May 8, 2009
First call
First call
Second call
54.6%
54.6%
36.7%

April 20, 2010

April 20, 2010
First call
First call
36.8%
36.8%

April 18, 2011

April 18, 2011
April 28, 2011
First call
First call
Second call
50.0%
51.7%
41.2%

March 27, 2012

March 27, 2012
April 10, 2012
First call
First call
Second call
44.1%
44.2%
45.0%
Combined annual and extraordinary

April 15, 2013
First call
40.4%

March 24, 2014

April 7, 2014
May 13, 2014
May 26, 2014
First call
First call
First call
Second call
34.2%
36.3%
39.0%
39.6%
Combined annual and extraordinary

March 30, 2015
First call
39.6%
April 13, 2015
Second call
40.2%
Supplemental Information to Subsections 12.6 / 12.8
We take the view that the absence of an active Fiscal Council is adequately fulfilled by our Audit Committee because it has
been conceived and established with responsibilities (listed under article 47 of our Bylaws) that overlap with those legally
assigned to a Fiscal Council under the Brazilian Corporate Law. Our Audit Committee is composed of six (6) independent
members (two (2) Independent Directors and four (4) external members) appointed for two-year terms, except for the
Independent Director, who does not exercise the Coordinator function, and will fulfill mandate for only one year. In addition,
to ensure this committee operates in an exempt fashion, and for the benefit of our company and shareholders, external audit
committee members are required to be well versed in auditing, compliance/controls, accounting, taxa tion and the like, and/or
have experience in such activities. They must also meet the independence standards set forth in article 46 of our Bylaws,
ensuring the exercise of their duties in an exempt manner, and for the benefit of our Company and shareholde rs.
Supplemental Information to Subsection 12.10
Our director Charles P. Carey is also a member of the Board of Directors of the CME Group Inc., which holds ownership interes t
in approximately 5% of BM&FBOVESPA shares. In turn, BM&FBOVESPA owned a 5.1% ownership interest in the shares of the
CME Group (as of December 31, 2013).
Additionally, we and the CME Group have entered into the following agreements: (i) an order routing agreement, whereby
CME Globex platform users are able to trade BM&FBOVESPA products directly, and users of the PUMA platform (BM&FBOVESPA)
are able to trade the products of the CME Group directly; (ii) a technology agreement whereby we will cooperate in the joint
development of a multimarket electronic trading platform; and (iii) a global preferred strategic partnership whereby, the two
exchanges (CME Group and BM&FBOVESPA) we will cooperate in identifying opportunities for strategic investment opportunities
and commercial partnerships with other international securities or derivatives exchanges.
13. MANAGEMENT COMPENSATION

In proceeding to discuss this topic, we add this introductory note as a reminder that, pursuant to a Notice to the Market released
by us on February 4, 2015, we have offered certain beneficiary holders of stock options granted under our stock options plan an
opportunity to elect either (i) to continue to hold their options, or otherwise (ii) to have all their outstanding (vested and
unexercised) options cancelled in exchange for a cash consideration in the equivalent fair value, and to have all their unves ted
options cancelled in exchange for deferred share awards (delivery deferred over time), which we would grant within the scope
of the stock awards plan we have adopted following shareholder approval at May 2014 extraordinary general meeting.
The terms and conditions of the proposed cancellation of stock options in exchange for cash consideration and deferred share
awards were approved by our directors at a board meeting dated December 24, 2014, and the implementation process and
102
procedures were authorized at a meeting of the compensation committee to the board of directors held on February 4, 2015.
As a result, the information provided herein with regard to stock options granted to executive officer in previous years, going
back to 2012, has been included mainly as a matter of context given that starting from the current year of 2015 these stock
options have been terminated and cancelled, as shown in the table provided under subsection 13.16 below. However, stock
options previously granted to our directors within the scope of the stock options plan continue in effect.
13.1 Compensation policy and practices regarding the board of directors, the board of executive officers and
other senior management members, the members of the standing advisory committees to the Board and
other advisory committees, including the Audit Committee, Risk Committee, Finance Committee and
Compensation Committee. The discussion below refers to compensation objectives and composition.
a.
Objectives of the compensation policy or practices
The aim of the compensation policy is to foster alignment between corporate objectives and managements as well as the staffs
productivity and efficiency, whereas maintaining the Companys competitiveness in the exchange industry.
b. Compensation composition
(i)
compensation components and their objectives
Board of directors. The members of the Board of Directors are paid fixed monthly compensation. The board chair is paid an
additional semiannual fixed amount equivalent to twice the compensation for a six-month period and may use of a company car.
The purpose of a fixed compensation is to adequately compensate the directors for their governance role and for participating in
board meetings and the company affairs, while the additional fee paid to the board chair compensates him or her for the additional
responsibilities pertaining to the function. Moreover, under the stock awards plan we have adopted from 2014 as a share-based
long-term incentive, a specific mechanism has been established whereby Company shares can be awarded to our directors.
Previously, the long-term incentive materialized in the form of stock options grants.
Board of executive officers and other senior management members. Total compensation for executive officers and other
upper management members comprises the following components:
Base yearly compensation comprising thirteen monthly payments which remunerate executives directly for the services
provided, in line with market practices;
Benefits package which includes health and dental care plans, life insurance, meal voucher, retirement pension,
company car, parking, medical check-ups, and company cell phone, all of which aims to provide an attractive package
minimally compatible with industry standards for senior executives;
Variable semiannual payments distributed under the companys profit-sharing program, which is based on a salary
ratio formula tied to company earnings as well as individual job level and performance, aligning senior executives with
the companys short- and mid-term results of operations;
Share-based long-term incentive structured as a stock awards plan. Under the plan, share awards are tied to
performance measured pursuant to certain target indicators related to the Companys overall performance and
earnings, and are based also on the individual job level and performance of eligible beneficiaries, with the dual objective
of aligning the interests of senior executives with those of our company (and shareholders) on a long-term horizon
and fostering retention of key personnel. Previously, the long-term incentive materialized in the form of stock options
grants made within the scope of our stock options plan.
Committees. The members of advisory committees to the board of directors earn fixed monthly compensation. Directors holding
a seat on any these committees are paid an additional fixed monthly compensation. No director may serve on more than three
committees. The standing board advisory committees currently established are the Audit Committee, the Nominations and
Corporate Governance Committee, the Compensation Committee and the Risks and Financial Committee. In addition, from March
2013 we established the Investment Intermediation Industry Committee as an advisory committee to the Board of Directors
whose members are not entitled to compensation. Moreover, no officer (whether or not a member of the executive management
board) and no staff member with a seat on any of our executive advisory committees is entitled to additional compensation for
serving as committee member or participating in committee meetings.
Fiscal council. Our fiscal council is a non permanent body, which is not active at this time. The compensation policy for fiscal
council members (assuming the council is active in any given year) will be established according applicable legislation. We take
the view that the functions of a fiscal council are adequately fulfilled by the Audit Committee, whose responsibilities overlap with
those legally assigned to a fiscal council.
(ii)
Each component as a percentage of total compensation
The table below sets forth the average percentage of each compensation component under the 2014 compensation policy.
Short-term variable
Benefits (*) compensation (profit
sharing plan) (*)
2014
Salary, fees (*)
Participation in
committees (*)
Board of Directors
Executive Officers and
Senior Management
Committees
75.39%
9.61%
0.00%
25.41%
0.00%
100.00%
0.00%
(*)
Long-term variable
compensation (*)
Total
0.00%
15.00%
100%
4.26%
27.05%
43.27%
100%
0.00%
0.00%
0.00%
100%
Percentages may change year to year, especially in the case of variable compensation components.
(iii) methodology for calculating and reviewing each compensation component

103
The compensation of the members of the board of directors and the board of executive officers is r eviewed every year (based
on their responsibilities) by the Compensation Committee, which advises our board of directors about the compensation
proposal to be put forward to the annual shareholders meeting. Similarly, the compensation committee reviews th e
compensation we pay board committee members on a yearly basis and makes recommendations to the board of directors.
With regard to the executive officers and other upper management officers and executive, their fixed monthly compensation,
or salary, is adjusted pursuant to a collective bargaining agreement we negotiate yearly with the labor union that represents
our employees. In addition, merit raises may also be granted in line with our compensation policy. Moreover, the compensation
committee is responsible for proposing standards and guidelines for the board of directors to decide on the policies concerning
short- to mid-term variable compensation (profit-sharing plan) and long-term variable compensation (yearly stock awards
programs established under the approved stock awards plan), and for making recommendations to our board of directors,
which has the final say on the matter.
Our company periodically conducts salary surveys in order to maintain the competitiveness of its strategies on fixed and (short,
mid- and long-term) variable compensation and to ensure they are in line with the industrys best practices. These surveys sample
companies of similar size as ours which operate in the financial services industry. The survey findings are adjusted by
benchmarking (internal jobs matched to external jobs, based on job content) to enable a comparison of functions and job level
within the company with those of peers across the industry. The adjusted findings are then reviewed by the compensation
committee and recommendations forwarded to the board of directors.
Benefits are adjusted as necessary to maintain competitiveness on the basis of regular reviews and surveys of market practices.
(iv) rationale for the compensation composition

The primary purpose of our compensation strategy is to make certain the short-, mid- and long-term compensation components
are properly balanced out to ensure the compensation retains its function as a driver of alignment with the corporate objectives,
while maintaining competitiveness in the marketplace and the ability to attract and retain executives, in addition to ensuring we
remunerate our executives according to the responsibilities of their job descriptions and in line with each of their individual
performances. To this end, the compensation strategy seeks to position the executives pay at the median salary for the industry,
with additional short-, mid- and long-term variable compensation tied to the companys collective performance and their individual
performance.
c.
Key performance indicators taken into account to determine each compensation component
With regard to short- to mid-term variable compensation (i.e. profit sharing payments) and mid- to long-term variable
compensation (i.e. stock awards), the key performance indicators we take into account to determine compensation are
(i) individual performance assessments based on factors proper to each job description and position level, and (ii) the companys
collective key performance indicator (KPI). These indicators are taken into account for a determination as to total profit sharing
payment as well as eligibility to stock awards and volume thereof.
We have set the total amount of short-term variable compensation for executives at a rate of 3.5% of adjusted net income,
provided we meet the opex budget for the relevant year. Thus, if the actual operating expenses go over budget, a reduction
factor applies so that every percentage point by which actual opex exceeds the budget target brings the pool down by 5%.
Moreover, the portion of the total yearly profit sharing payment which is attributable to the executive officers is apportioned
so each individual allocation (calculated as a multiple of base pay, i.e., a salary ratio formula) is then adjusted to take
individual performance into account (the reward).
As the 2012, 2013 and 2014 opex budgets were met, the total short- to mid-term variable compensation was calculated at 3.5%
of the adjusted net income for each of these three years.
With regard to programs established under our stock awards plan, in addition to the st andards and criteria determining stock
award grants, as first discussed in this item, a grantee will only truly benefit from a stock award if the market price of ou r
shares rises over time, so that the potential gain for grantees lies fundamentally in the appreciation of the market price of our
shares.
On the other hand, no performance indicators are taken into account for purposes of determining fixed compensation or benefits.
In fact, these executive compensation components are tied to the level of responsibility involved in each persons job. Additionally,
in establishing fixed compensation, we take into account each persons qualifications to perform the job.
d.
How the compensation is structured to reflect the evolution of key performance indicators (KPIs)
In accordance with our policy for short- and long-term variable compensation, the profit-sharing pool and stock awards are
influenced by the extent to which the company achieves certain performance targets set in terms of adjusted net income and
operating expenses.
Furthermore, our policy provides for differing compensation levels designed to reward executive officers for individual
performance based on key performance indicators for their respective jobs, functions and responsibilities.
e.
Aligning the compensation policy or practices with the companys short-, mid- and long-term interests
We offer compensation that is market competitive in order to retain and attract talent that helps us achieve our short-, mid- and
long-term objectives. Given our business model, retaining skilled professionals is critical for our growth, such that our
compensation strategy must include tools that will encourage them to stay engaged with the Company for a long time.
Our compensation strategy seeks to balance fixed compensation (in the form of a base salary) with the short -term
compensation (in the form of profit sharing payments) and mid- to long-term compensation (in the form of stock awards).
With this, we aim to give employees incentives for them to strive to achieve, even eclipse, the half -year and annual targets
typically tied to our profit sharing program, as well as inducements for their effective implementation of mid - and long-term
104
actions designed to add value to our company, and in the process help to drive up the market price of our shares.
f.
Disclosure of compensation supported by subsidiaries, affiliates or controlling shareholders, if any
None of our subsidiaries or affiliates supports compensation we pay to directors, officers and employees. Additionally, given
our widespread ownership structure, we have no controlling shareholders.
g.
Disclosure of compensation or benefit tied to specific corporate actions, as a sale of controlling interest.
We do not tie the compensation we pay to directors, officers and employees to consummation of any particular corporate action
involving our company, including mergers, acquisitions, sale of controlling interest, or strategic partnership arrangements.
In addition, our stock awards plan provides that in the event of our dissolution or liquidation, or transformation of corpora te
type, or in the case of a merger, consolidation, spinoff or other corporate restructuring transa ction from which we do not
emerge as the surviving company, or if we do, we emerge as a delisted issuer, and in the event of our going private, then, in
the discretion of our board, grantees holding restricted shares would be permitted to transfer them to the surviving company
and any vesting stock awards would vest earlier than anticipated for the shares to be transferred. In any event, any shar es
not transferred during the transfer window would thereafter forfeit with no right to indemnity or consideration.
13.2 Compensation of directors, officers and fiscal council members recognized in the income statement for the
years ended December 31, 2014, 2013 and 2012, and projections and estimates for 2015.
The tables and notes below set forth data and information on annual compensation paid to directors and executive officers, as
well as the audit committee members. As discussed elsewhere herein, while the fiscal council is not active at this time, its
responsibilities overlap with those of our audit committee, which is a standing board advisory committee and is active at all times.
The information below is as recognized in the income statements for the years ended December 31, 2014, 2013 and 2012 based
on average number of members per governance body or committee (per data set forth in the following table 9) and as projected
for the current financial year.
Year ended December 31, 2014 Average number of members
Month
Board of Directors
Executive Management Board
January
11
5
February
11
5
March
11
5
April
11
5
May
11
5
June
11
5
July
11
5
August
11
5
September
11
5
October
11
5
November
11
5
December
11
5
Total
132
60
Average
11.0
5.0
Pursuant to a decision of our board of directors, the long-term incentive in the form of stock options attributable to executives in
any particular year materializes in the form of stock option grants at the start of the next year. Thus, stock options to reward the
2013 performance were granted in January 2014, with effects on results for 2014.
BVMF 2013 Stock Options Program and Additional Stock Options Program According to guidelines set within the scope of our
stock options plan, in 2013 we adopted both a stock options program (the 2013 Stock Options Program) and an additional
options program (the 2013 Additional Options Program), as an added incentive for retention of key professionals in our talent
pool. We have since completed two rounds of option grants for executive officers, one within the scope of the BVMF 2013 Stock
Options Program, the other within the scope of the BVMF 2013 Additional Options Program, with grants having been decided
in 2014, with effects on our results for 2014. As approved by our board, the first round contemplated stock option grants awarding
rights to buy aggregate 3,500,000 shares, or 0.184% of the shares issued and outstanding at the grant date, whereas the second
round contemplated additional options granting rights to buy aggregate 1,477,340 shares, or 0.078% of the shares issued and
outstanding at the grant date. In each case, the exercise price was established pursuant to the rules set out in the stock options
plan.
Ultimately, the exercise price was set at R$3.43 for the first round (BVMF 2013 Stock Options Program) and R$4.33 for the second
round (BVMF 2013 Additional Options Program), pursuant to a fair price calculation method that takes into account certain market
variables at grant time and the particular features of each program.
Additionally, and according to the stock options plan, the stock option grants attributed to directors on January 2, 2014, totaled
330,000 and influenced our results for 2014. The fair price determined for each of these options was R$2.98.
Sum total of the number of members in each governance body or committee at each month of the year divided by 12 months. This calculation is performed
by collective governance or management body, as required under CVM Circular Letter SEP/N. 02/2015.
105
No. of members
Annual fixed compensation (in R$)
Salary, fees
Direct & indirect benefits
Participation in committees
Other
Variable compensation (in R$)
Bonuses
Profit sharing
Participation in meetings
Commissions
Other
Post-retirement benefits
Stepping-down benefits
Share-based payments
Amount of compensation
Board of Directors
Executive Board
Fiscal Council (*)
11
R$5,572,952.98
R$4,943,023.66
R$5,935,147.66
R$5,008,479.97
R$926,667.69
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
R$629,929.32
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
R$983,400.00
R$6,556,352.98
n/a
n/a
R$9,140,054.87
n/a
R$9,140,054.87
n/a
n/a
n/a
n/a
n/a
R$18,401,882.20
R$33,477,084.73
Total
16
R$11,508,100.64
R$9,951,503.63
R$926,667.69
R$629,929.32
n/a
R$9,140,054.87
n/a
R$9,140,054.87
n/a
n/a
n/a
n/a
n/a
R$19,385,282.20
R$40,033,437.71
* Audit Committee . As discussed in item 13.1 above, our fiscal council is not active at this time. However, we have an Audit
Committee whose functions overlap with those legally assigned to a fiscal council. The aggregate compensation amount paid
to the external audit committee members in 2014 totaled R$1,290,502.40, a figure not included in the above table.
( )

Month
Board of Directors
Executive Management Board
January
11
5
February
11
5
March
11
5
April
11
5
May
11
5
June
11
4
July
11
5
August
11
5
September
11
5
October
11
5
November
11
5
December
11
5
Total
132
59
Average
11.0
4.92
Pursuant to a decision of our board of directors, the long-term incentive (in the form of stock options) attributable to executives
in any particular year materializes in the form of stock option grants at the start of the next year. Thus, stock options to reward
the 2012 performance were granted in January 2013, with effects on results for 2013.
stock options plan, in 2012 we adopted both a stock options program (the 2012 Stock Options Program) and an additional options
program (the 2012 Additional Options Program), as an added incentive for retention of key professionals in our talent pool. We
have since completed two rounds of option grants, one within the scope of the BVMF 2012 Stock Options Program, the other within
the scope of the BVMF 2012 Additional Options Program with grants having been decided in 2013, with effects on our results for
2013. As approved by our board, the first round contemplated stock option grants awarding rights to buy aggregate 3,300,000
shares, or 0.17% of the shares issued and outstanding at the grant date, whereas the second round contemplated additional options
granting rights to buy aggregate 1,001,185 shares, or 0.05% of the shares issued and outstanding at the grant date. In each case,
the exercise price was established pursuant to the rules set out in the stock options plan.
variables at grant time and the particular features of each program. As compared with the comparative data set forth in the tables
below relative to the 2011 programs, the fair market price for exercise of options granted under these programs came up
substantially higher than the fair market price set for option grants awarded under the prior year programs. Nonetheless, there
have been no changes in pricing method, so that the difference in fair price is attributable primarily to changes in market conditions
between the two periods, as discussed under subsections 13.6 and 13.9 below.
No. of members
Salary, fees
Board of Directors
Executive Board
Fiscal Council (*)
Total
11
R$4,972,415.92
R$4,525,878.76
n/a
4.92
R$5,361,853.94
R$4,577,821.68
R$784,032.26
n/a
n/a
n/a
n/a
15.92
R$10,334,269.86
R$9,103,700.44
R$784,032.26
106
Other
Bonuses
Profit sharing
Commissions
Other (1)
(1)
Board of Directors
Executive Board
Fiscal Council (*)
Total
R$446,537.16
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
R$4,972,415.92
n/a
n/a
R$10,332,121.26
n/a
R$9,095,873.67
n/a
n/a
R$1,236,247.59
n/a
n/a
R$25,303,271.30
R$40,997,246.50
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
R$446,537.16
n/a
R$10,332,121.26
n/a
R$9,095,873.67
n/a
n/a
R$1,236,247.59
n/a
n/a
R$25,303,271.30
R$45,969,662.42
Severance dues and additional sign-on bonuses.
Audit Committee . As discussed in item 13.1 above, our fiscal council is not active at this time. However, we have an Audit
to the external audit committee members in 2013 totaled R$1,277,830.96, a figure not included in the above table.
(*)

Month
Board of Directors
Executive Board
January
11
5
February
11
5
March
11
5
April
11
5
May
11
5
June
11
5
July
11
5
August
11
5
September
11
5
October
11
5
November
11
5
December
11
5
Total
132
60
Average
11.0
5.0
Pursuant to a decision of our board of directors, the long-term incentive (in the form of stock options) attributable to executives
in any particular year materializes in the form of stock option grants at the start of the next year. Thus, stock options to reward
the 2011 performance were granted in January 2012, with effects on results for 2012.
stock options plan, we adopted in 2011 both a stock options program and a new additional options program, as an added incentive
for retention of key professionals in our talent pool. This means the new program gave key employees the right to exchange
options for shares at preset exercise prices and, as a prerequisite for the grant, these employees are to buy shares issued by us
(Own Shares) and keep them for a holding period at least equal to the vesting period under the additional option grants, failing
which the option holder loses the options.
We have since completed two rounds of option grant awards, one within the scope of the BVMF 2011 Stock Options Program,
the other within the scope of the BVMF 2011 Additional Options Program with effects on our results for 2012. The first roun d
contemplated stock option grants awarding rights to buy aggregate 3,250,000 shares, or 0.16% of the shares issued and
outstanding at the grant date, whereas the second round contemplated additional options granting rights to buy aggregate
1,337,170 shares, or 0.07% of the shares issued and outstanding at the grant date. The exercise price for options granted
within the scope of each of these Programs was established pursuant to the rules set out in the stock options plan.
variables at grant time and the particular features of each program.
No. of members
Salary, fees
Other
Board of Directors
Executive Board
Fiscal Council (*)
Total
11
R$4,221,989.61
R$3,751,531.67
n/a
R$470,457.94
n/a
n/a
5
R$4,923,976.91
R$4,308,556.10
R$615,420.81
n/a
n/a
R$8,827,692.36
n/a
n/a
n/a
n/a
n/a
n/a
n/a
16
R$9,145,966.52
R$8,060,087.77
R$615,420.81
R$470,457.94
n/a
R$8,827,692.36
107
Bonuses
Profit sharing
Commissions
Other (1)
Board of Directors
Executive Board
Fiscal Council (*)
Total
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
R$4,221,989.61
n/a
R$8,827,692.36
n/a
n/a
n/a
n/a
n/a
R$14,670,242.30
R$28,421,911.57
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
R$8,827,692.36
n/a
n/a
n/a
n/a
n/a
R$14,670,242.30
R$32,643,901.18
to the external audit committee members in 2012 totaled R$997,765.48, a figure not included in t he above table.
(*)
BVMF 2014 Stock Options Program and Additional Stock Options Program Projections for 2015. The table and notes below set
forth estimate data and information on annual compensation proposed to be paid to directors and executive officers for the year
ending at December 31, 2015, which we are submitting to shareholders called to convene in the annual shareholders meeting
scheduled for March 2015. Given that the short- to mid-term variable compensation (profit sharing payments) for executive
officers is tied to certain yearly performance targets having been accomplished, the projections below assumed a probableresults scenario and may change to the extent our actual adjusted net income hits the target and operating expenses depart
from the opex budget, as both elements determine the profit sharing pool. For example, pursuant to the fair price calculation
method set out in subsection 13.1(c) above, where the actual year-end result hits a 10% threshold above the expected adjusted net
income, and as long as we adhere to the opex budget, the profit-sharing pool will be adjusted by an additional amount of
R$1,200,488.36, which is the equivalent of a 10% increment in expected adjusted net income for the year.
Moreover, starting from 2014, a stock awards plan was established to replace the stock options plan which had in place previously
by way of share-based long-term incentive. Additionally, according to a decision of our board of directors, the share-based longterm compensation attributable to executives for any particular year materializes in the form of stock awards at the start of the
next year. Thus, stock awards meant to reward the 2014 performance were granted early in January 2015, with effects on our
results for the year 2015.
We implemented in 2014 a stock awards program and an additional stock awards program, the latter as an added incentive for
retention of key professionals in our talent pool. Early in January 2015 we completed two rounds of stock award grants for
executives (one within the scope of the BVMF 2014 Stock Awards Program, the other within the scope of the BVMF 2014
Additional Stock Awards Program) with effects to be recognized in our results for 2015. The first round contemplated stock
awards granting rights to aggregate 1,349,476 shares, or 0.08% of the shares issued and outstanding, whereas the second round
is expected to result in additional stock awards granting rights to aggregate 507,269 shares (representing an interest in 0.03%
of the shares issued and outstanding) assuming the grantee executives do buy their lot of Own Shares (as defined) at a price of
R$9.50 per share.
We should note these stock awards programs do not require calculating fair price for the grants, as the price for share awards is
now set at the market price per share at the close of business as of the grant date, which in this particular year was January 2,
2015. The closing price per share at the grant date was R$9.50.
Additionally, and according to the stock options plan, the stock option grants attributed to directors on January 2, 2015, totaled
172,700 and are set to influence our results for 2015.
Current financial year 2015 Compensation Budget
No. of members
Salary, fees
Other
Bonuses
Profit sharing
Participation in commissions
Other
(*)
Board of Directors
Executive Board
Fiscal Council (*)
11
R$6,673,584.72
R$5,585,408.09
R$6,332,456.94
R$5,295,671.31
R$1,036,785.63
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
R$1,088,176.62
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
R$1,640,650.00
R$8,314,234.71
n/a
n/a
R$12,004,883.61
n/a
R$12,004,883.61
n/a
n/a
n/a
n/a
n/a
R$17,718,119.64
R$36,055,460.19
Total
16
R$13,006,041.66
R$10,881,079.40
R$1,036,785.63
R$1,088,176.62
n/a
R$12,004,883.61
n/a
R$12,004,883.61
n/a
n/a
n/a
n/a
n/a
R$19,358,769.64
R$44,369,694.90
108
Committee whose functions overlap with those legally assigned to a fiscal council. The estimated aggregate compensation to
be paid to the external audit committee members in 2015 totals R$1,415,376.93, a figure not included in the above table.
13.3 Variable compensation directors, officers and fiscal council members (for the years ended December 31,
2014, 2013 and 2012 and projections and estimates for 2015).
The variable compensation policy for executive officers is based on salary ratios, which may vary based on seniority of job position
and, where job positions are leveled, based on individual performance assessments.
The tables below present information on the variable compensation paid to executive officers. (i) as recognized in the income
statements for the years ended December 31, 2013, 2012 and 2011, based on number of members by management body to
whom variable compensation was paid in the relevant years, and (ii) as projected for the current year.
No. of members
Bonus (in R$)
Minimum projected in Comp. Plan
Maximum projected in Comp. Plan
Projected in Comp. Plan if targets met
Actually recognized in the income statement
Profit sharing (in R$)
Projected in Comp. Plan if targets were achieved
Board of Directors
Executive Board
Fiscal Council
Total
n/a
5.0
n/a
5.0
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
R$10,137,582.05
R$12,390,378.06
R$11,263,980.06
R$9,140,054.87
n/a
n/a
n/a
n/a
R$10,137,582.05
R$12,390,378.06
R$11,263,980.06
R$9,140,054.87

No. of members
Bonus (in R$)
Board of Directors
Executive Board
Fiscal Council
Total
n/a
4.92
n/a
4.92
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
R$9,569,329.99
R$11,578,889.28
R$10,526,262.98
R$9,095,873.67
n/a
n/a
n/a
n/a
R$9,569,329.99
R$11,578,889.28
R$10,526,262.98
R$9,095,873.67

No. of members
Bonus (in R$)
Board of Directors
Executive Board
Fiscal Council
Total
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
R$9,072,748.56
R$10,978,025.75
R$9,980,023.41
R$8,827,692.36
n/a
n/a
n/a
n/a
R$9,072,748.56
R$10,978,025.75
R$9,980,023.41
R$8,827,692.36
Current year projections. The table below sets forth information on projected variable compensation for 2015. Given that the short-
to mid-term variable compensation (profit sharing payments) for officers is tied to yearly performance targets being realized, the
projections below assume a probable results scenario and may change to the extent our actual adjusted net income hits the target
and the expenses depart from the opex budget, as both elements determine the profit sharing pool.
Pursuant to the method described under 13.1(c) above, the total 2015 allocations to the profit sharing pool (comprised of shortto mid-term compensation for executives, i.e., the officers and other employees) is to be calculated at a rate of about 3.5% of
our adjusted net income for the year, provided we meet the opex budget.
Part of this total would then be allocated to the executive officers, with each individual allocation being calculated as a multiple
of base pay (salary ratio formula) adjusted to reward individual performance. However, if the actual operating expenses were to
exceed the opex budget, a 5% reduction factor would apply, so that every percentage point by which actual opex exceeds the
budget target would bring the pool down by 5%.
With regard to projections for minimum and maximum allocations, you should bear in mind that, consistent with the allocation
method previously discussed, the true size of the profit sharing pool is directly influenced by our actual adjusted net income and
the extent to which we adhere to the opex budget, so that ultimately (i) if we are not profitable, there may be no profit sharing
109
allocation altogether; and (ii) if we are profitable, there will be no caps limiting the allocation, as long as the calculation guidelines
previously discussed are observed. The minimum and maximum allocation amounts set forth in the following table were estimated
assuming adjusted net income 10% above or below the collective performance target, respectively.
Current financial year 2015 Budget
No. of members
Bonus (in R$)
Board of Directors
Executive Board
Fiscal Council
Total
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
R$10,804,395.25
R$13,205,371.97
R$12,004,883.61
n/a
n/a
n/a
n/a
R$10,804,395.25
R$13,205,371.97
R$12,004,883.61
n/a
n/a
13.4 Share-based compensation plan for directors and executive officers (prior and current years).
a.
General terms and conditions
As discussed in the introductory note to this section, and as approved at an extraordinary shareholders meeting held on May 13,
2014, we now have a stock grant plan, which replaced our stock options plan as a share-based long term incentive for directors,
executive officers and other upper management officers.
Additionally, according to a decision of our board of directors, we reward performance in any given year in the form of stock award
grants made always at the start of the next year. Accordingly, early in January 2015, the board decided on stock awards to reward
performance in 2014, so that the effects of these grants will influence our results for 2015.
STOCK OPTIONS PLAN (STOCK OPTION GRANTS REWARDING PERFORMANCE UP TO AND INCLUDING 2013)
Under the plan, the directors, executive officers and other upper management officers and executives, including the officers and
executives of our subsidiaries and, in certain special cases, employees and service providers designated by our chief executive
officer (beneficiaries), are eligible for stock option grants conveying rights to buy our common shares.
Additionally, under the plan, our board of directors (as advised by the compensation committee) has powers to establish stock
option programs from time to time.
Furthermore, aimed to rise to the highest standard of transparency, the stock options plan establishes a mechanism specifically
applicable to stock option grants to members of our board of directors, as follows: (i) the directors are eligible to stock option
grants starting from the date they are elected or such other date as the shareholders may determine at the time; (ii) for each
particular year, the directors may be granted up to an aggregate lot of 330,000 stock options (as decided by shareholders
convening in a general meeting), and the collective lot for the year is then apportioned equally amongst the directors (linear
apportioning); (iii) the collective lot is awarded to the directors on the same occasion as regular stock options are awarded to
other beneficiaries; (iv) the stock options thus granted to beneficiary directors vest within two years after the their terms end;
(v) the stock options are exercisable over a five-year period after the vesting date; (vi) where a director is removed from office
due to breach of obligations or fiduciary duties (per applicable civil and corporate law) or for any of the reasons which otherwise
would justify termination for cause under the labor laws, any vesting options and any outstanding stock options forfeit with no
right to indemnity or consideration; and (vii) if a director resigns his or her office, any vesting options and any outstanding stock
options may still be exercised as soon as exercisable, except for options granted over the course of the year in which the
resignation takes place.
We have completed ten rounds of stock option distributions implemented under our stock options plan, including one round in
2013 allocating stock options to our directors, while the other nine consist of grants implemented by our board under the BVMF
2008 Stock Options Program, the BVMF 2009 Stock Options Program, the BVMF 2010 Stock Options Program, the BVMF 2011
Stock Options Program plus the BVMF 2011 Additional Options Program, the BVMF 2012 Stock Option Program plus the BVMF
2012 Additional Options Program, and the BVMF 2013 Stock Options Program plus the BVMF 2013 Additional Options Program.
STOCK AWARDS PLAN (STOCK AWARD GRANTS REWARDING PERFORMANCE FROM 2014)
Under the stock awards plan, the directors, executive officers and other executives and key employees, including officers and
employees of our subsidiaries (beneficiaries), are eligible for awards of shares of the Companys capital stock.
Moreover, our board of directors has authority to establish from time to time stock awards programs which define (i) the eligible
beneficiaries; (ii) the total number of shares which may be awarded under the program; (iii) the standards and criteria to be observed
in electing beneficiaries and in determining the number of award shares; (iv) the award distribution into lots; (v) the vesting schedule;
(vi) the lock-up restriction (if any) and lock-up holding period; and (vii) provisions on penalties, if any.
In addition, consistent with the stock awards plan, an award of shares under any particular program must observe at least a
3-year interval between the programs grant date and the last delivery date scheduled under the same program. Moreover, under
any particular program, a staggered vesting period applies to every grant of stock awards, where the vesting schedule must
observe the following conditions: (i) a minimum 12-month interval is to elapse between a programs grant date and the first
scheduled delivery of a lot of shares awarded under that same program; and (ii) starting from the first delivery date scheduled
under a program, a 12-month interval is to elapse between the scheduled dates of any subsequent lot of shares awarded under
110
that same program.

In adopting a stock awards program, our board is responsible for establishing the terms and conditions applicable to the related
stock award grant agreement beneficiaries will be required to execute with us within the scope of that particular program.
Under the plan, our board of directors has powers to delegate authority for the compensation committee to make certain decisions
and recommendations concerning stock awards. Currently, in line with certain bylaws provisions about the committees
responsibilities, the compensation committee members assist and advise our directors in defining terms and conditions for stock
awards.
The shares awarded to beneficiaries enjoy the rights established under the stock awards plan and the relevant program and stock
award grant agreement. However, rights to payouts are assured only after the actual delivery of the awarded shares.
Moreover, consistent with the stock awards plan and related awards programs and grant agreements, the following additional
terms and conditions apply:
a) The delivery of shares awarded in any grant is contingent on any and all applicable legal, regulatory and contractual
requirements having been met in every respect;
b) The provisions of the stock awards plan and related programs and grant agreements are not to be construed as assurance
of continuing services or employment between a beneficiary and our company, and no such provision affects in any way
our right to remove any beneficiary from office or position or to terminate the relevant service or employment contract
at any time;
c) No grant of share awards has any bearing either on the fixed compensation we pay to beneficiaries or on the profit
sharing payments we may or may not make to a beneficiary;
d) A grant of stock awards per se only conveys to beneficiaries such rights as are foreseen under the plan, the relevant
program and grant agreement, and none of the rights and prerogatives attributable to shareholders, which are conveyed
only if and when the share awards vest and delivery of the shares is consummated; and
e) After the actual delivery of awarded shares, a beneficiary is entitled only to the rights and prerogatives arising from his
or her capacity as shareholder.
Furthermore, the existing stock awards plan establishes a mechanism specifically applicable to stock awards granted to members
of our board of directors, as follows: (i) the directors are eligible to stock award grants starting from the date they are elected or
such other date as the shareholders may determine at the time; (ii) for each particular year, the directors collectively may be
awarded a lot comprising up to 172,700 shares (as decided by shareholders convening in a general meeting), and the collective
lot for the year is then apportioned equally amongst the directors (linear apportioning); (iii) the collective lot is awarded fully to
the directors on the same occasion as the stock award grants for other beneficiaries are approved; (iv) the stock awards thus
granted to directors vest within two (2) years after the end of their respective terms (as ongoing at the execution date of the
related stock award grant agreements), when the awarded shares are to be delivered; (v) where a director is removed from office
due to breach of obligations or fiduciary duties (per applicable civil and corporate law) or for any of the reasons which otherwise
would justify termination for cause under the labor laws, any stock awards then vesting or outstanding forfeit forthwith, with no
right to indemnity or consideration; (vi) if a director resigns his or her office, the delivery of shares for any outstanding stock
awards (other than awards granted under the program approved for the resignation year, as these forfeit with no right to
indemnity or consideration) is to be implemented observing the applicable vesting schedule, as if there had been no resignation,
which means the shares are delivered two years after what would have been the regular end of his or her tenure, had not been
for the resignation; and (vii) if a director is not reelected at the end of his or her tenure, the award shares are all delivered at the
scheduled vesting dates.
The granting of stock awards to reward performance for any particular year is made early in the next year. Thus, early in 2015,
we completed one round of stock award grants for our directors and the first two rounds of stock award distributions to the
officers and other upper management executives, two of them under the BVMF 2014 Stock Awards Program, and one under the
BVMF 2014 Additional Stock Awards Program.
b. Key objectives of the share-based long term incentive plan
The adopted our share-based long-term incentive plans (stock options and stock awards) aiming primarily to give eligible officers
and other upper management officers and key executives in our company and subsidiaries (beneficiaries) an opportunity to
become shareholders. This type of incentive is expected to align the interests of beneficiaries with those of our Company and the
shareholders, in addition to serving as a talent retention tool .
c.
How the plan helps achieve these objectives
The objective of fostering closer alignment with our interests and the interests of shareholders is achieved by means of offering
officers and selected employees an opportunity to become our shareholders and, thus, share in the potential for profiting from
this investment opportunity over a longer-term horizon both by committing themselves to our long-term objectives and working
harder to create value in order for the market price of our shares to rise on a consistent basis.
Moreover, by structuring the incentive as a longer term equity investment with prospects for future gains, which materialize only
if the beneficiaries stay with us for a longer time span, we expect to retain our key talent pool and keep the executives motivated
to pursue our success over the long run.
In the particular case of our additional stock options and stock awards programs, beneficiaries also undertake to buy and hold
company shares (Own Shares) as condition for a grant and, eventually, the option exercise or the delivery of shares awarded (as
applicable). This leads to deeper alignment of their interests with those of our company, because as shareholders they are partners
invested in our success and highly committed to our longer term results. Additionally, given that these programs target a key group
inside the organization, requiring from eligible beneficiaries a deeper level of commitment to our future success, they are also a
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stronger tool for retention of professionals we consider to be critical for short-, mid- and long-term value creation.
d.
How the plan fits into the companys compensation policy
Our stock options and stock awards plans are key components of our policy on long-term incentives attributable to officers and
other executives and key employees. They are, thus, integral to the compensation policy goal of tying individual goals to our
corporate objectives, serving as an added incentive for good performance and effective implementation of mid- and long-term
actions that add value to the company. This incentive consists of an opportunity for future gains from the appreciation of the
market price of our shares. Furthermore, as the prospects for future gains are tied to commitment towards our company over the
long run, the stock options and stock awards grants operate as a means for us to attract and retain talent.
e.
Aligning the interests of executive officers with those of the company in the short-, mid- and long-term
Our stock options and stock awards plans tie in performance to differing levels of compensation, so it becomes a driver towards
achieving certain targets and pursuing effectiveness in implementing mid- to long-term actions that add value to the company,
affect growth and spurs appreciation of the market price of our shares. Thus, our executives are encouraged to pursue sustainable
results that add value to the company over time. Additionally, these plans aim to align the interests of eligible beneficiaries with
the companys interests by offering them opportunities to become shareholders and encouraging efficient management of the
companys affairs, while also giving us the ability to attract and retain highly qualified professionals, and fuel growth and value
creation for the company. Mechanisms to nurture interest alignment over time include, for example, the vesting period and vesting
schedule of both stock options and stock awards, as they determine the pace at which the benefits of share ownership can be
enjoyed. Moreover, by breaking the grants into lots for staggered vesting these plans foster talent retention, enabling beneficiaries
to gradually increase their holdings of shares even as they continue to invest in our future growth and profitability working for
us.
Moreover, in order to deepen the alignment of interests between eligible executives and our company, we have put in place
programs which allow for additional stock option grants or stock award grants. These programs give key employees right to
additional grants and, as a prerequisite for the grant, require beneficiaries to buy shares issued by us (Own Shares) by disbursing
their own funds, and to keep them for a holding period at least equal to the vesting period under the additional grant. This leads
to deeper alignment of their interests with ours, because as shareholders they are partners invested in our success and highly
committed to our longer term results. Additionally, given that these programs target a key group inside the organization, requiring
from eligible beneficiaries a deeper level of commitment to our future success, they are also a stronger tool for retention of
professionals we consider to be critical for short-, mid- and long-term value creation.
f.
Maximum number of shares in a program
As discussed under subsection 13.4(a) above, under our share-based long-term incentive plans, the number of shares underlying
each round of grants is limited to no more than 2.5% of the shares of common stock issued and outstanding as of the grant date.
Based on the number of shares issued and outstanding as of December 31, 2014, the total number of shares encompassed by our
plans is 47,500,000 shares.
g. Maximum number of option grants
As discussed above, under the existing stock options and stock awards plans, the number of shares underlying each round of grants
is limited to no more than 2.5% of the shares of common stock issued and outstanding at the grant date. Based on the number of
shares issued and outstanding as of December 31, 2014, the total number of shares encompassed by both plans is 47,500,000
shares.
h.
Conditions for stock purchase
As discussed in subsection 13.4(a) above, under the existing stock option plan, our board of directors, as advised by our
compensation committee, establish from time to time stock option programs which, among other things, are required to define
(i) the eligible beneficiaries; (ii) the total number of shares for which the options are exercisable; (iii) where an option breaks
down into lots, the number of shares underlying each option lot; (iv) the exercise price; (v) the vesting schedule; (vi) any transfer
restrictions applicable to the shares for which an option is exercised; and (vii) provisions on penalties, if any.
The stock option plan also calls for our board of directors to decide on additional stock options programs which give grant holders
certain enhanced rights. For more information, see subsections 13.4(a) above, and 13.4(i) and (j) below.
As discussed elsewhere herein, the stock options plan amended in 2013 established a special mechanism whereby stock options
can now be granted to the directors, thus establishing the basis for a transparent granting process.
Under the existing stock awards plan, our board of directors (or the compensation committee, acting by delegation of the board)
establish from time to time stock awards programs which, among other things, define the following: (i) the eligible beneficiaries;
(ii) the total number of shares which may be awarded under the program; (iii) the standards and criteria to be observed in electing
beneficiaries and in determining the number of award shares; (iv) the award distribution into lots; (v) the vesting schedule; (vi) the
lock-up restriction (if any) and lock-up holding period; and (vii) provisions on penalties, if any.
In addition, consistent with the stock awards plan, an award of shares under any particular program must observe at least a
3-year interval between the programs award date and the date of actual transfer (delivery) of the last lot of shares awarded
under the same program. Moreover, under any particular program, a staggered vesting period applies to any grant of stock
awards, where the vesting schedule observes the following: (i) a minimum 12-month interval is to elapse between a programs
award date and the date of actual transfer of the first lot of shares awarded under that same program; and (ii) starting from the
first delivery date scheduled under a program, a 12-month interval is to elapse between the scheduled dates of any subsequent
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lot of shares awarded under that same program. Moreover, the delivery of shares awarded in any grant is contingent on any and
all applicable legal, regulatory and contractual requirements having been met in every respect.
Furthermore, the existing stock awards plan establishes a mechanism specifically applicable to stock awards granted to members
of our board of directors, as follows: (i) the directors are eligible to stock award grants starting from the date they are elected or
such other date as the shareholders may determine at the time; (ii) for each particular year, the directors collectively may be
awarded a lot up to aggregate 172,700 shares (as the shareholders may decide in a general meeting), and the collective lot for
the year is apportioned equally amongst the directors (linear apportioning); (iii) the collective lot is awarded fully to the directors
on the same occasion as the stock award grants for other beneficiaries are approved; (iv) the stock awards thus granted to
directors vest within two (2) years after the end of their respective terms (as ongoing at the time of execution of the related stock
award grant agreements), when the awarded shares are to be delivered; (v) where a director is removed from office due to
breach of obligations or fiduciary duties (per applicable civil and corporate law) or for any of the reasons which otherwise would
justify termination for cause under the labor laws, any stock awards then outstanding forfeit forthwith, with no right to indemnity
or consideration; (vi) if a director resigns his or her office, the delivery of shares for any outstanding stock awards (other than
awards granted under the program approved for the resignation year, as these forfeit with no right to indemnity or consideration)
is to be implemented observing the applicable vesting schedule, as if there had been no resignation, which means the shares are
delivered two years after what would have been the regular end of his or her tenure, had not been for the resignation; and (vii)
if a director is not reelected at the end of his or her tenure, the award shares are all delivered at the scheduled vesting dates.
i.
Criteria determining exercise price
Under the stock option plan, the general pricing rule requires the exercise price is to be set as the average market price for our
shares in the 20 trading sessions prior to the grant date. However, on establishing a program and setting the exercise price, the
board of directors may approve up to a 20% discount on this average. But a discount is not mandatory and, where authorized,
the actual discount rate is entirely in the discretion of our board. No discounts have been authorized under stock option programs
previously established, except that in determining the exercise price for options awarded under our stock option programs and
addition stock options programs for 2012 and 2013, the average closing price for the shares over the twenty previous trading
sessions was computed at a 20% discount.
In the particular case of the Additional Options Program, the discount on the average market price that determined the exercise
price may be granted at a higher rate than 20%, in the discretion of our board of directors, as advised by the compensation
committee, provided the following conditions apply in any event: (i) a pre-requisite purchase of shares issued by us, for which
the beneficiary is required to disburse own funds, observing the number of shares (set as a percentage) and other terms and
conditions defined in the program (Own Shares); and (ii) a beneficiarys requisite adherence to a holding period at least equal
to the vesting period under the relevant additional option grant, during which transfer restrictions apply as provided in the program
(lock-up). In the case of each of the BVMF 2011 Additional Options Program, BVMF 2012 Additional Options Program and the
BVMF 2013 Additional Options Program, on setting the exercise price, our board authorized a 50% discount rate on the base price
(average market price extrapolated from the closing price in the 20 previous trading sessions).
Pursuant to plan, as amended to contemplated grants for directors, , the exercise price is to be determined pursuant to the stock
option plan rules, meaning the average market price for BM&FBOVESPA shares in the 20 trading sessions prior to the grant date.
The grant dates are to be the same as our regular stock option programs may determine.
Under the stock awards plan, given the nature of this share-based long-term incentive, there is no need to determine either an
exercise price or a share purchase price.
j.
Criteria determining vesting periods
Under our stock options plan, the vesting schedule for each program may be such that the options vest all at once or per lot on
a staggered schedule, in the discretion of our board of directors (as advised by our compensation committee).
Pursuant to the vesting schedules adopted under our stock option programs (except for additional options programs), each option
grant is distributed into lots which vest according to a staggered scheduled, each exercisable for of the underlying shares.
Under the terms and conditions established for these programs, a staggered vesting schedule applies (set at 12-month intervals)
and the exercise period for each option spans a time period that commences from the vesting date and expires as of a date not
beyond seven years after the vesting date for the very first lot.
Moreover, given that our additional options programs are aimed at giving us a stronger talent retention tool, vesting periods span
a while longer (to identical lots which vest in three and five years from the grant date, respectively), each vested lot is exercisable
for 50% of the underlying shares, and the exercise period for each lot may not extend beyond a date seven years after the grant
date.
Moreover, under the additional options programs, as a pre-requisite for an option grant and, eventually, the exercise thereof, a
beneficiary is required to (1) buy shares issued by us (Own Shares); and (2) adhere to certain transfer restrictions (lock-up) for
a prescribed holding period.
Furthermore, pursuant to the terms based on which a special mechanism was established for stock options to be granted to board
members, the stock options are awarded as a collective lot (up to an aggregate of 330,000 stock options) allocated on a linear
apportioning basis, with the options vesting within two (2) years from the end of their tenure (as ongoing at the time of the
grant), with the exercise period extending for five (5) years after the vesting date.
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Additionally, after the vesting date, and provided applicable grant requirements are met, the option will be exercisable for all or
some of the underlying shares at any time over the exercise period, failing which, the option rights forfeit at expiration with no
right to indemnity or consideration.
We should also note that for purposes of implementing the cancellation of vesting stock options in exchange for deferred share
awards (such as discussed in this sections introductory note and under subsection 13.16 below), the deferred share awards
replicate the staggered vesting schedule and other features of the vesting options now cancelled.
Our stock awards plan calls for a grant to be split into lots of share awards which vest pursuant to a staggered schedule. Thus,
consistent with the plan, an award of shares under any particular program must observe at least a 3-year interval between the
programs award date and the date of actual transfer (delivery) of the last lot of shares awarded under the same program.
Moreover, under any particular program, a staggered vesting period applies to any grant of stock awards, where the vesting
schedule observes the following: (i) a minimum 12-month interval is to elapse between a programs award date and the date of
actual transfer of the first lot of shares awarded under that same program; and (ii) starting from the transfer date of the first lot
of shares awarded under a program, a 12-month interval is to elapse between the actual transfer dates of any subsequent lot of
shares awarded under that same program.
Additionally, the plan establishes a mechanism specifically applicable to stock awards granted to members of our board of directors
whereby, for each particular year, the directors may be awarded a collective lot of shares which is apportioned linearly on the
same occasion as a decision is made concerning the stock awards for other beneficiaries. The stock awards thus granted to
directors vest within two (2) years after the end of their tenure (as ongoing at the time of execution of the related stock award
grant agreements), when the awarded shares are delivered to them.
k.
Consummation
Given the cancellation of vesting stock options in exchange for deferred share awards, which we discuss in this sections
introductory note and under subsection 13.16 below, there will be a consummation of exercised option rights in relation only to
the stock option grants made to our directors under the stock options program for 2013.
Thus, and according to the stock options program, directors that wish to exercise vested options are required to give us written
notice of exercise by filling out an Exercise Notice form. This notice must state the number of shares for which the option is
exercised. Exercise notices are valid only if given within the relevant exercise period, pursuant to deadlines we establish to allow
for time to plan and make shares available and arrange for share delivery. Upon receiving an exercise notice we are required to
respond by returning notice of the exercise price and making arrangements for the transaction consummation. The directors that
exercise their options are then required to pay the exercise price in the manner and timing set out under the stock options plan
and related program.
Under a stock awards program, the delivery of shares to grantees takes place on a per-lot basis, as the awards vest, and as long as
the conditions precedent set out in the plan and relevant program and grant agreement are fulfilled.
l.
Share transfer restrictions
Given the cancellation of stock options in exchange for a cash consideration or deferred share awards which we discuss in this
sections introductory note and under subsection 13.16 below, we are abstaining from discussing transfer restrictions under the
current stock options plan, except to let you know lock-up restrictions and a lock-up holding period may but need not be
established by our board of directors in respect of any stock option program. Additionally, none is currently in place.
Moreover, while our directors do hold stock options granted under the 2013 program, that program established no lock-up
restriction.
Under our stock awards program, the board of directors (as advised by the compensation committee) has discretion to establish
a holding period (lock-up) during which a beneficiary would not be permitted to sell, transfer or otherwise dispose of shares
received under our stock awards plan, as well as any bonus shares attributable to such shares, or shares resulting from stock
splits thereof, or shares acquired through exercise of subscription rights attributable to the award shares, or acquired from a
conversion, exercise or exchange of any other securities originally attributable to ownership of such award shares, or acquired in
any way other than through disbursement of the beneficiarys own funds. Additionally, where established under any stock options
program, the board of directors has discretion to lift such lock-up restriction.
Moreover, and unless our board of directors (as advised by the compensation committee) decides otherwise, if a beneficiary sells
or otherwise disposes of award shares before the end of a lock-up holding period (if one is in place under any given program),
any vesting stock awards and stock award outstanding under the relevant program and grant agreement forfeit, with no right to
indemnity or consideration.
Additionally, grantees are also required to abstain from establishing liens or otherwise encumbering shares under lock-up
restriction, so as not to hamper the enforceability of the rules governing stock awards.
As long as the relevant conditions precedent and other requirements set out in the plan, the program and the grant contract are
fulfilled, the share delivery procedure takes place with the actual transfer of the shares promptly after the stock awards vest, at
which time the lock-up holding period begins, if one has been provided in the relevant program.
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m.
Events (and criteria) triggering a suspension, modification or termination of the plan
Each of the stock options plan and the stock awards plan may be discontinued at any time by decision of our board of directors,
in which case any existing lock-up restriction would continue in place, with no changes to the rights and obligations related to
each grant.
In addition, both these share-based long-term incentive plans provide that in the event of our dissolution or liquidation, or
transformation of corporate type, or a business combination transaction such as a merger, consolidation or spinoff or similar
other transaction from which we do not emerge as the surviving company, or if we do, we emerge as a delisted issuer, and in
the event of our going private, then, in the discretion of our board of directors, either (a) the surviving company would suc ceed
us as stock option grantor and/or stock award grantor; or otherwise (b.1) any outstanding stock options would vest earlier
than anticipated, so the optionees can exercise their options in exchange for shares which they then would be permitted to
transfer to the surviving company, and, likewise, (b.2) grantees holding shares originally attributable to stock awards would
be permitted to transfer them to the surviving company, and any unvested stock awards would vest earlier than anticipated
for the shares to be transferred. In any such event, any shares not transf erred during the transfer window would thereafter
forfeit with no right to indemnity or consideration, and both long-term incentive plans would end.
n.
Effects of termination on rights attributable to departing executive officers under the share-based
compensation plan
Given the cancellation of stock options in exchange for a cash consideration or deferred share awards, which we discuss in this
sections introductory note and under subsection 13.16 below, the discussion below addresses just the rights of departing officers
as beneficiaries of stock award grants.
Under the plan, where a beneficiary officer is removed from office for a breach of obligations or fiduciary duties or a beneficiary
employee is terminated for cause (as the case may be, and as defined under Brazilian civil and labor laws, respectively), then any
vesting stock awards forfeit with no right to indemnity or consideration.
Under the stock awards plan, unless otherwise determined by our board or directors (or the compensation committee or chief
executive officer, acting on board-delegated authority), if our Companys relationship with a beneficiary were to end due to
ordinary removal from office, or termination without cause, or voluntary resignation from office or employment, or for any reason
other than a breach obligations or fiduciary duties, then: (i) for vested stock awards, the beneficiary would take prompt delivery
of the shares; and (ii) any vesting stock awards would forfeit with no right to indemnity or consideration.
Moreover, in these latter cases, our board of directors (or the compensation committee or chief executive officer, acting on boarddelegated authority) has discretion to decide on whether to affirm or remove all or some of the relevant vesting schedule in order
for a particular beneficiary to take delivery also of the shares underlying all or some vesting stock awards.
Furthermore, if a beneficiary were to die or become permanently disabled, any vesting stock awards would vest forthwith for all
the shares underlying any outstanding stock awards to be delivered to the disabled beneficiary or his/her heirs or successors, as
the case may be. And, the beneficiary being deceased, for purposes of delivery, the shares would be apportioned amongst heirs
and successors according to the decedents last will and testament or the laws of intestate succession, as applicable.
Retiring beneficiaries are treated similarly, provided, however, any retiring grantee taking delivery would be required to commit
to a 12-month non-compete covenant preventing him/her from providing services (as employee or otherwise) to our direct or
indirect competitors in the Brazilian capital markets or other markets where we may be operating at the time.
Additionally, Under either of our share-based long-term incentive plans, if a director were to be removed from office due to
(i) breach of obligations or fiduciary duties (per applicable civil and corporate law), or for any of the reasons which otherwise
would justify termination for cause under the labor laws, any vesting or outstanding stock options or stock awards would forfeit
forthwith with no right to indemnity or consideration; and (ii) if a director were to resign his or her office, any stock options
vesting or outstanding as of the resignation date would become exercisable forthwith (except for options granted over the course
of the resignation year, which forfeit with no right to indemnity or consideration), whereas the shares underlying any vesting or
outstanding stock awards would promptly be delivered (except for stock awards granted over the course of the resignation year,
which forfeit with no right to indemnity or consideration).
13.5 Number of shares (or units representing shares) and other convertible securities issued by the Company or
its direct or indirect controlling shareholders, or subsidiaries and companies under common control, which
at the year-end were held directly or indirectly, in Brazil or abroad, by directors, executive officers and fiscal
council members (sorted by body of holders).
2014
Holders grouped by body
Board of Directors
Executive Board
Fiscal Council
Total
Shares of common stock
(%)
126,696
3,278,217
0
3,404,913
0.007
0.173
0.000
0.180
13.6 Share-based compensation (of directors and executive officers) recognized in the income statement for the
years ended December 31, 2014, 2013 and 2012, and share-based payments forecast for the current year.
The tables below set forth information on stock-based compensation paid to executive officers, (i) as recognized in the income
statements for the years ended December 31, 2014, December 31, 2013 and December 31, 2012, based on the number of
members (by body of holders) to whom compensation was actually allocated in the years concerned, and (ii) as projected for the
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current year.
We should note that the share-based, long-term incentives attributable to officers and executives in any particular year
materializes in the form of stock option or stock award grants at the start of the next year. Thus, (i) stock awards to reward 2014
performance were granted in January 2015, with effects on our results for 2014; (ii) stock options to reward 2013 performance
were granted in January 2014, with effects on our results for 2014, while (iii) stock options to reward 2012 performance were
granted in January 2013, with effects on our results for 2013, and (iv) stock options to reward 2011 performance were granted
in January 2012, with effects on our results for 2012.
We should note there have been no stock option or stock award grants made to members of our board of directors prior to 2013.
Executive management board
Board of
Directors
Number of members:
5 (1)
11 (1)
Stock Option Program:
2011 Stock
2011 Addl
2012 Stock
2012 Addl
2013 Stock
2013 Addl
Options Prgm. Options Prgm. Options Prgm. Options Prgm. Options Prgm. Options Prgm.
2013 Board Stock

Options Prgm.
Body of holders:
I.
Grant date:
Jan. 2, 2012
Jan. 2, 2012
Jan. 2, 2013
Jan. 2, 2013
Jan. 2, 2014
Jan. 2, 2014
Jan. 2, 2014
II.
Number of options granted:
3,250,000
1,337,170
3,300,000
1,001,185
3,500,000
1,477,340
330,000
III.
Vesting date per lot
Number of vesting stock options per lot
- January 2015
233,333
- January 2016
175,000
- January 2017
204,691
750,000
875,000
166,864
122,814
246,224
- April 2017
IV.
Expiration date
V.
Lock-up holding period
VI.
89,100
Jan. 2. 2020 Jan. 2. 2019 Jan. 2. 2021 Jan. 2. 2020 Jan. 2. 2022 Jan. 2. 2021
n/a
n/a
n/a
n/a
Apr. 30, 2022
n/a
n/a
n/a
Weighted average exercise price per option group set forth below (in R$):
- outstanding at start of year
10.07
5.04
10.78
6.74
8.73
5.46
10.92
- lost over the year
10.07
5.04
10.78
6.74
8.73
5.46
10.92
- exercised over the year
10.07
5.04
10.78
6.74
8.73
5.46
10.92
- expired over the year
10.07
5.04
10.78
6.74
8.73
5.46
10.92
Fair price at grant date

Potential dilution for existing
VIII. shareholders if all options are
exercised in full
2.79
4.19
5.55
6.98
3.43
4.33
2.98
0.16%
0.07%
0.17%
0.07%
0.18%
0.08%
0.016%
VII.
(1) The number of members takes into account the number of persons actually receiving share-based compensation (rather than average membership by
year), as recognized through profit and loss in the income statement for the relevant year.
Body of holders:
5 (1)
Number of members:
Stock Option Program:
2010 Stock
Options Prgm.
2011 Stock
Options Prgm.
2011 Additional
Options Prgm.
2012 Stock
Options Prgm.
2012 Additional
Options Prgm.
I.
Grant date:
Jan. 3, 2011
Jan. 2, 2012
Jan. 2, 2012
Jan. 2, 2013
Jan. 2, 2013
II.
Number of options granted:
3,420,000
3,250,000
1,337,170
3,300,000
1,001,185
III.
January 2014
January 2015
285,000
406,250
270,833
January 2016
203,125
January 2017
825,000
222,862
166,864
133,717
IV.
Expiration date
V.
VI.
Jan. 3, 2018
Jan. 2, 2020
Jan. 2, 2019
Jan. 2, 2021
Jan. 2, 2020
n/a
n/a
n/a
n/a
n/a
- options outstanding at start of year
12.91
10.07
5.04
10.78
6.74
- options lost over the year
12.91
10.07
5.04
10.78
6.74
- options exercised over the year
12.91
10.07
5.04
10.78
6.74
116
- options expired over the year
12.91
10.07
5.04
10.78
6.74
VII.
Fair price as of grant date
4.50
2.79
4.19
5.55
6.98
VIII.
Potential dilution for existing shareholders

if all options are exercised in full
0.17%
0.16%
0.07%
0.17%
0.07%
Body of holders
5 (1)
Number of members
Stock Option Program
I.
Grant date
II.
Number of options granted
III.
2009 Stock Options

Program
2010 Stock Options

Program
2011 Stock Options

Program
2011 Additional
Options Program
Mar. 3, 2009
Jan. 3, 2011
Jan. 2, 2012
Jan. 2, 2012
2,490,000
3,420,000
3,250,000
1,337,170
December 2012
207,500
January 2013
427,500
812,500
January 2014
285,000
406,250
January 2015
270,833
January 2016
203,125
January 2017
222,862
133,717
IV.
Expiration date
V.
VI.
Dec. 30, 2016
Jan. 3, 2018
Jan. 2, 2020
Jan. 2, 2019
n/a
n/a
n/a
n/a
- options outstanding at start of year
6.6
12.91
10.07
5.04
- options lost over the year
6.6
12.91
10.07
5.04
- options exercised over the year
6.6
12.91
10.07
5.04
- options expired over the year
6.6
12.91
10.07
5.04
VII.
Fair price as of grant date
2.93
4.50
2.79
4.19
VIII.
Potential dilution for existing shareholders

if all options are exercised in full
0.12%
0.17%
0.16%
0.07%
Current Year 2015 Forecast Stock Option Grants
Body of holders
Board of
Directors
5 (1)
11 (1)
Number of members
2013 Board
Stock Option Program
2011 Stock
2011 Addl
2012 Stock
2012 Addl
2013 Stock
2013 Addl
Stock Options
Options Prgm. Options Prgm. Options Prgm. Options Prgm. Options Prgm. Options Prgm.
Prgm.
I.
Grant date
Jan. 2, 2012
Jan. 2, 2012
Jan. 2, 2013
Jan. 2, 2013
Jan. 2, 2014
Jan. 2, 2014
Jan. 2, 2014
II.
Number of options granted
3,250,000
1,337,170
3,300,000
1,001,185
3,500,000
1,477,340
330,000
III.

-
January 2016
January 2017
April 2017

175,000
750,000
166,864
875,000
122,814
825,000
875,000
Jan. 2, 2020
Jan. 2, 2019
Jan. 2, 2021
Jan. 2, 2020
Jan. 2, 2022
Jan. 2, 2021
Apr. 30, 2022
n/a
n/a
n/a
n/a
n/a
n/a
n/a
825,000
IV.
Expiration date
V.
VI.
246,224
875,000
89,100
- outstanding at start of year
10.07
5.04
10.78
6.74
8.73
5.46
10.92
- lost over the year
10.07
5.04
10.78
6.74
8.73
5.46
10.92
- exercised over the year
10.07
5.04
10.78
6.74
8.73
5.46
10.92
117
VII.
- expired over the year
10.07
5.04
10.78
6.74
8.73
5.46
10.92
Fair price as of grant date (in R$)
2.79
4.19
5.55
6.98
3.43
4.33
2.98
0.16%
0.07%
0.17%
0.07%
0.18%
0.08%
0.016%

VIII. shareholders if all options are
exercised in full
As discussed in the introductory note to this section, a stock awards plan replaced our stock options plan as a share-based long term incentive for directors, executive
officers and other upper management officers. As a result, the information provided herein with regard to stock options granted to executive officer in previous years,
has been included mainly as a matter of context given that starting from the current year of 2015 these stock options have been terminated and cancelled, as shown
in the table provided under subsection 13.16 below. However, as the transition was executed at Fair Value, the original values of the Options (now cancelled) will
continue to be used as the reference for the expenses of the shares granted (as set forth in CPC 10 (R1)), as shown in the above table.
Current Year 2015 Forecast Stock Award Grants
Body of holders:
Board of Directors
5 (1)
11 (1)
Number of members:
Stock Awards Program:
2014 Stock Awards Prgm.
2014 Addl Stock Awards Prgm.
2014 Board Stock Awards Prgm.
I.
Grant date:
Jan. 2, 2015
Jan. 2, 2015
Jan. 2, 2015
II.
Number of stock awards:
1,349,476
507,269
172,700
III.
IV.
Number of vesting stock awards per lot
- January 2016
337,369
169,090
- January 2017
74,014
Jan. 2, 2019
Jan. 2, 2018
Jan. 2, 2017
Deadline for delivery
V.
n/a
n/a
n/a
VI.
Closing price at grant date
R$9.50
R$9.50
R$9.50
VII.

shareholders if all award
shares are delivered
0.08%
0.03%
0.009%
13.7 Outstanding stock options held by directors and executive officers at the year-end
The table below sets forth information on stock options vested and outstanding at December 31, 2014, stated on the basis of the
number of members per governance or management body to whom variable compensation in the form of stock options was
actually granted.
Again, we should note that, pursuant to a decision of our board of directors, share-based long-term incentives attributable to
executives in any particular year materialize in the form of grants at the start of the next year. Thus, stock options to reward
2014 performance were granted in January 2015, with effects on our results for 2015.
Body of holders
11
2010 Stock
2011 Stock
2011 Addl
2012 Stock
2012 Addl
2013 Stock
2013 Addl
Options Prgm. Options Prgm. Options Prgm. Options Prgm. Options Prgm. Options Prgm. Options Prgm.
2013 Board
Stock Options
Prgm.
Number of members
Stock Options Program
Unvested options
Number of unvested options
January 2015
January 2016
January 2017
April 2017
January 2018
January 2019
Expiration date
Board of
Directors
Board of executive officers
2,100,000
1,228,140
2,250,000
1,001,185
3,500,000
1,477,340
297,000
Number of vesting options per lot

0
0
0
0
0
0
Jan 3,2018
700,000
700,000
0
0
0
0
Jan. 2, 2020
614,072
0
614,068
0
0
0
Jan. 2, 2019
750,000
750,000
750,000
0
0
0
Jan. 2, 2021
0
500,593
0
0
500,592
0
Jan. 2, 2020
875,000
875,000
875,000
0
875,000
0
Jan. 3, 2021
0
0
738,671
0
0
738,669
Jan. 3, 2020
0
0
0
297,000
0
0
April 30, 2019
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
118
Weighted average
exercise price (in R$):
Fair price at year-end
Outstanding options
Number of outstanding
options
Expiration date
Weighted average
exercise price (in R$):
Fair price as of December
31,2013
Aggregate fair price at yearend (all options)
12.91
10.07
5.04
10.78
6.74
8.73
5.46
10.92
4.50
2.79
4.19
5.55
6.98
3.43
4.33
2.98
2,370,000
300,000
430,000
Jan 3,2018
n/a
Jan. 2, 2020
n/a
n/a
n/a
Jan. 2, 2021
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
12.91
10.07
n/a
10.78
n/a
n/a
n/a
n/a
4.50
2.79
n/a
5.55
n/a
n/a
n/a
n/a
4.50
2.79
4.19
5.55
6.98
3.43
4.33
2.98
13.8 Exercised options and shares delivered to directors and executive officers as share-based compensation.
The tables below set forth information on options exercised by, and shares delivered to executive officers by way of long-term
incentive in the years ended December 31, 2014, 2013 and 2012 taking into account the number of members per governance or
management body that actually exercised options and received shares.
Number of members
Options exercised
Number of shares
Weighted average exercise price
Total difference between exercise price and market
price of shares for which options were exercised
Shares delivered
Number of shares
Aggregate of difference between exercise price and
market price of shares for which options were exercised
Board of Directors
Total
n/a
n/a
n/a
845,500
R$10.34
845,500
R$10.34
n/a
R$2,046,950.00
R$2,046,950.00
n/a
n/a
n/a
0
0
0
0
0
0
n/a
Board of Directors
Total
n/a
n/a
n/a
1,607,500
R$8.85
1,607,500
R$8.85
n/a
R$2,668,875.00
R$2,668,875.00
n/a
n/a
n/a
0
0
0
0
0
0
n/a
Board of Directors
Total
n/a
n/a
n/a
170,000
R$6.01
170,000
R$6.01
n/a
R$1,011,584.50
R$1,011,584.50
n/a
n/a
n/a
0
0
0
0
0
0
n/a
Number of members
Options exercised
Number of shares
Shares delivered
Number of shares
Number of members
Options exercised
Number of shares
Shares delivered
Number of shares
13.9 Summary information required to better understand data disclosed under subsections 13.6 to 13.8 above.
a.
pricing model
119
The stock options we grant under our plan combine European-style features (in that typically early exercise is not allowed) and
American-style features, as after the options vest exercise is permitted earlier than the expiration date. Options that combine
these features are more commonly known as Bermudan or Mid-Atlantic options, so that, by construction, the exercise price is set
within the price range provided by the prices for both European-style and American-style options with similar features. As for
dividend payments, two effects on the option pricing are taken into account: (i) a fall in share price at ex-dividend dates; and (ii)
the influence of dividend payments on an early-exercise decision.
The main assumptions we use in pricing these options are as follows:
a) Option pricing takes into account the market parameters at each grant date under the relevant Program;
b) The estimate for risk-free interest rates is based on rates provided by interest-rate futures contracts whose maturity
correlate with each option duration;
c)
The farthest, last exercise date (expiration) determines the option life.
Other classic assumptions associated with option pricing models are also taken into consideration and include the absence of
arbitrage opportunities and constant volatility over time.
Taking the above factors into account, in determining the fair price of these stock options, we use the binomial -tree model
developed by Hull. This pricing model produces results equivalent to those of the Black -Scholes model for simple Europeanstyle options with the advantage of capturing the effects of early exercise and dividend payments associated with the options
concerned.
Under our stock awards program, fair price is the market price of our shares at the close of business as of the grant date.
b.
data and assumptions used by the pricing model, including weighted average share price, exercise price,
expected volatility, option life, expected dividends and risk-free interest rate
The main assumptions we use in pricing the stock options are the following:
The option pricing takes into account the market parameters as of each grant date under the relevant Program;
The estimate of risk-free interest rates is based on rates provided by interest-rate futures contracts whose maturity
correlate with each option duration;
Share prices are adjusted to account for the effects of dividend payments;
Expected volatility is determined as explained in 13.9(d) below;
The last exercise date (expiration) determines the option life.
Other classic assumptions associated with option pricing models also taken into account were the absence of arbitrage
opportunities and constant volatility over time. The table below summarizes the main data and assumptions:
2013 Stock Option Program
Data & Assumptions

Grant date
Share price (in R$)
Exercise price (in R$)
Expected volatility (year)
Option life (last exercise date)
Expected dividends (payouts)
Risk-free interest rate (p.a., 252 trading days)
Jan. 2, 2014
10.92
8.73
35.62%
Jan. 2, 2022
80.00%
10.57%
Data & Assumptions

Grant date
Share price (in R$)
Expected dividend (payouts)
2013 Additional Options Program
Data & Assumptions

Grant date
Share price (in R$)
2013 Boards Stock Options Program
Jan. 2, 2014
10.92
5.46
35.62%
Jan. 2, 2022
80.00%
10.57%
Jan. 2, 2014
10.92
10.92
35.62%
Apr. 30, 2022
80.00%
10.57%
Data & Assumptions

Grant date
Share price (in R$)
Jan. 2, 2013
14.11
10.78
29.18%
120
Jan. 2, 2021
80.00%
9.21%
Data & Assumptions

Grant date
Share price (in R$)
Data & Assumptions

Grant date
Share price (in R$)
Data & Assumptions

Grant date
Share price (in R$)
Data & Assumptions

Grant date
Share price (in R$)
Data & Assumptions

Grant date
Share price (in R$)
Jan. 2, 2013
14.11
6.74
29.18%
Jan. 2, 2020
80.00%
9.21%
Jan. 2, 2012
9.80
10.07
29.99%
Jan. 2, 2020
80.00%
11.07%
Jan. 2, 2012
9.80
5.04
29.99%
Jan. 2, 2019
80.00%
11.05%
Jan. 3, 2011
13.40
12.91
25.00%
Jan. 3, 2018
80%
11.78%
Mar. 2, 2009
5.80
6.60
67.57%
Dec. 30, 2016
50%
13.47%
Under our stock awards program, fair price is the market price of our shares at the close of business as of the grant date.
c.
method and assumptions adopted in capturing the expected effects of early exercise
The stock options granted under our plan resemble European-style options in that early exercise is not allowed until the vesting
date, but may also be said to resemble American-style options in that thereafter, meaning after the options vest, they may be
exercised earlier than their expiration date. Options that bear these features are commonly known as Bermudan or Mid-Atlantic
options. Thus, they should by construction be priced within the price range provided by the prices of both European and American
options. As for dividend payments, two effects on the option pricing should be taken into account: (i) a fall in share price at exdividend dates; and (ii) the influence of dividend payments on an early-exercise decision.
Taking the above factors into account, in determining the fair price of these stock options, we use the binomial-tree model
developed by Hull. This pricing model produces results equivalent to those of the Black-Scholes model for simple European options
with the advantage of capturing the effects of early exercise and dividend payments associated with the options concerned.
Under our stock awards program, there is no need for making assumptions as fair price is the market price per share at the close
of business as of the grant date.
d.
method for determining expected volatility
121
In accounting for implied volatility to price stock options granted under our stock options plan, we use the exponentially weighted
moving average (EWMA), which we extrapolated from the historical price series for BVMF3 stocks. And, as is internationally
accepted, we determine EWMA based on a 40-day window (business days) and a 0.94 weighting factor.
Under our stock awards program, no exercise price has to be calculated, as fair price is the market price per share at the close
of business as of the grant date.
e.
other option features taken into account in measuring fair value.
The discussion above covers the principal features and considerations related to the stock options and stock awards granted
under our share-based long term incentive plans. There are no further considerations to be made.
13.10
Existing pension plans for directors and executive officers.
Number of members
Pension scheme name
Number of executives eligible for retirement
Number of executives eligible for early retirement
Present value of contributions paid into pension plan at the
close of most recent full year, discounting direct
contributions from executives
Total cumulative value of contributions paid into pension
plan over most recent full year, discounting direct
contributions from executives
Permission, conditions of early redemption (if any)
13.11
Board of Directors
Total
n/a
n/a
n/a
5
Mercaprev
1
n/a
1
n/a
n/a
R$5,476,476.24
R$5,476,476.24
n/a
R$331,732.84
R$331,732.84
n/a
Yes. Employee portion only
Average compensation paid to directors, executive officers and fiscal council members.
We should note that, pursuant to according to our policy for share-based long-term incentive and a decision of our board of
directors, stock option and stock award grants attributable to the officers and executives in any particular year are decided at the
start of the next year. Thus, stock award grants to reward 2014 performance were granted on January 2, 2015, with effects on
our results for 2015. Likewise, stock option grants to reward 2013 performance were granted on January 2, 2013 (with effects
on our results for 2014), while the grants that rewarded performance in 2012 and 2011 were decided on January 2, 2013 and
January 2, 2012, respectively (with effects on our results for 2013 and 2012, respectively).
2014 compensation of executive officers. For purposes of the information set forth in the table below, we should note the
executive officers were all in office and actively working throughout the year, from January to December, such that we recognized
in the statement of income for the year ended December 31, 2014, the compensation paid to all of them over the full 12-month
period.
2014 compensation of directors. We should further note that one of our directors was not earning compensation in 2014, while
one resigned and was replaced during the year, so that information on lowest individual compensation paid to directors in 2014
takes into account the just the nine directors (out of eleven) that were in office throughout the year, from January to December.
And highest compensation information considers the full set of compensation data, as recognized in the statement of income for
the year ended December 31, 2014.
Number of members
Highest individual compensation (in R$)
Lowest individual compensation (in R$)
Average individual compensation (in R$)
Board of Directors
Fiscal Council (*)
11
2,330,010.60
368,340.00
596,032.09
5
12,409,230.99
4,569,981.69
6,695,416.95
n/a
n/a
n/a
n/a
Audit Committee . As discussed under 13.1 above, while our fiscal council is not active at this time, we have an Audit Committee
established as a standing advisory committee to the board of directors. Taking into account the compensation paid to the four external
committee members that received compensation over the full 12 -month period, from January to December, the highest compensation
recognized for 2014 totaled R$323,155.32 and the lowest R$321,036.44. The average compensation in 2014 was R$322,625.60.
(*)
2013 compensation of executive officers. For purposes of the information set forth in the table below, we should note that as one
officer stepped down in May, his replacement having been appointed in July, so that lowest compensation information considers
just the number of executive officers in office throughout the year. And highest compensation information considers the full set
of compensation data, as recognized in the statement of income for the year ended December 31, 2013.
2013 compensation of directors. We should further note that one of our directors was not earning compensation in 2013, while
some of the board members were replaced at the annual meeting held in April 2013, so that information on lowest individual
compensation paid to directors in 2013 takes into account the just the six directors (out of eleven) that were in office throughout
the year, from January to December. The highest compensation director was in office throughout the year, from January to
December, and the compensation information considers the full set of compensation data, as recognized in the statement of
122
income for the year ended December 31, 2013.

Number of members
Board of Directors
Fiscal Council (*)
11
1,724,453.24
306,762.65
452,037.81
4.92
15,562,374.97
6,851,693.28
8,338,423.02
n/a
n/a
n/a
n/a
Audit Committee. As discussed under 13.1 above, while our fiscal council is not active at this time, we have an Audit Committee
established as a standing advisory committee to the board of directors. Taking into account the compensation paid to the four external
committee members that received compensation over the full 12-month period, from January to December, the highest compensation
recognized for 2013 totaled R$332,451.85 and the lowest R$294,249.23. The average compensation in 2013 was R$306,957.74.
(*)
2012 compensation of executive officers. For purposes of the information set forth in the table below, we should note the executive
officers were all in office and actively working throughout the year, from January to December, so that we recognized in the
statement of income for the year ended December 31, 2012, the compensation paid to all of them over the full 12-month period.
2012 compensation of directors. We should further note that one of our directors was not earning compensation in 2012, so that
information on lowest and highest individual compensation paid to directors in 2012 takes into account the just the ten (out of
eleven) directors that were in office throughout the year, from January to December. The reported figures include all
compensation we recognized in the income statement for the year ended December 31, 2012.
No. of members
Board of Directors
Executive Board
Fiscal Council (*)
11
1,211,162.20
224,400.00
383,817.24
5
11,089,578.38
3,635,723.78
5,684,382.31
n/a
n/a
n/a
n/a
*) Audit Committee . As discussed in item 13.1 above, while our fiscal council is not active at this time, we have an Audit Committee
established as a standing advisory committee to the board of directors. One audit committee member took a temporary leave of absence,
so that his replacement (who was appointed on an interim basis) was not serving for the full year. Thus, taking into account the
compensation paid to three (out of four) external committee members that received compensation over the full 12 -month period, from
January to December, the highest compensation recognized for 2012 totaled R$280,002.81 and the lowest R$240,876.42. The averag e
compensation in 2012 was R$249,441.37.
(
13.12
Compensation, indemnification, pension arrangements with directors and executive officers in case of
dismissal or retirement, and effects for the Company.
The company adopts no policy or arrangements or schemes contemplating retirement or termination compensation for directors
and executive officers in case of dismissal or retirement, except in the latter case for benefits contemplated in our existing pension
plan (as discussed in subsection 13.10 above). It is worth noting that the Directors & Officers (D&O) liability insurance policy
taken out by us provides no coverage related to dismissal or retirement; rather, it merely gives directors and officers financial
protection against claims arising from day-to-day decisions, so they have peace of mind to perform their duties. In addition, this
policy both protects us and gives us an additional talent retention tool.
13.13
Percentage of total compensation attributable to directors, executive officers and fiscal council members
that are related parties (as defined under relevant accounting standard) of the controlling shareholders.
Given that we have a widespread ownership structure and no controlling shareholders, there has never been compensation paid
to any director or executive officer deemed to be a related party of any direct or indirect controlling shareholder and, therefore,
none has been recognized in any income statement.
13.14
Compensation (recognized in the income statement) paid to directors, executive officers and fiscal council
members (grouped by body) for reasons other than their position in the company (such as commissions
or fees for advisory or consulting services).
No amounts are recognized in the income statement as compensation for directors and executive officers on any account or for
any reason other than their serving in the position they hold in our company.
13.15
Compensation paid to directors, executive officers and fiscal council members of the company, as
recognized in the income statements of direct or indirect controlling shareholders, companies under
common control or the companys subsidiaries.
Given that we have a widespread ownership structure and no controlling shareholders, the above premise is not applicable to our
company. Additionally, our directors and executive officers are paid directly by us, such that no amount was or had to be
recognized in our income statement as fees or compensation paid by a subsidiary or affiliate to any of our directors and executive
officers.
13.16
Pursuant to a Notice to the Market released by us on February 4, 2015, we have offered to beneficiaries holding stock options
granted within the scope of our stock options plan an opportunity to elect (i) either to continue to hold their options, or otherwise
(ii) to have their outstanding (vested and unexercised) options cancelled in exchange for a cash consideration in the equivalent
fair value, and to have their unvested options cancelled in exchange for deferred share awards (delivery deferred over time ),
123
so that these would be granted within the scope of our stock awards plan.
We believe a stock awards plan is better suited to attend to our objectives of aligning more efficiently the interests of senior
executives with those of our company and shareholders over a longer-term horizon, whereas fostering the retention of key
personnel.
Cancellation of stock options
Consistent with accounting standard CPC-10 (IFRS 2 Share Based-Payment ) issued by the Brazilian Accounting Standards Board
and endorsed by the Brazilian Securities Commission (CVM) pursuant to CVM Resolution No. 650/10, we have treated the
transaction as a replacement of cancelled equity instruments on the basis of fair value. Accordingly, for a review to provide
limited assurance as to the determination of fair value for each of the cancellation processes we have engaged a specialist
independent valuation firm.
Accordingly, the outstanding stocks options were cancelled in exchange for a cash consideration in the equivalent fair value,
whereas the vesting stock options were cancelled in exchange for deferred share awards at fair value, which means determining
with the number of share awards based on a correlation of the vesting options fair value at January 5, 2015, with the market
price per share (R$9.22) at the close of business as of that same date, which was the replacement date.
Replacement (exchange) of vesting options with share awards
and outstanding options with cash consideration
Stock Option
Program
Number of existing
stock options as of
December 2014
Fair Value
per option
(in R$)
2008 Program
2009 Program
2010 Program
2011 Program
2012 Program
2013 Program
2011 Addl. Prgm.
2012 Addl. Prgm
2013 Addl. Prgm
Total
178,412
621,780
7,183,875
6,484,900
7,728,386
9,755,809
2,113,241
1,936,513
2,971,880
38,974,796
4.48
3.72
1.94
3.37
3.45
4.09
4.90
4.34
4.87
Outstanding options Replaced

Number of
options
Total fair value

(cash consideration)
(in R$)
173,412
581,780
6,498,875
3,971,275
3,391,618
2,414,578
1,025,300
0
0
18,056,838
776,886
2,164,222
12,607,818
13,383,197
11,701,082
9,875,624
5,023,970
0
0
55,532,798
Vesting options replaced

Number of
options
Total number of
deferred share
awards
2,257,375
4,228,018
7,243,731
1,025,280
1,919,785
2,971,880
19,646,069
825,138
1,582,170
3,213,606
544,906
903,694
1,569,771
8,639,285
Moreover, for purposes of implementing the cancellation of vesting stock options in exchange for deferred share awards (such as
discussed in this sections introductory note and under subsection 13.16), the deferred share awards replicate the staggered
vesting schedule and other features of the vesting options now cancelled.
14. HUMAN RESOURCES

Description of the human resources structure
a.
headcount (by type of activity and geographic location)

Geographic location (State)
So Paulo
Rio de Janeiro
Rio Grande do Sul
Mato Grosso
Activity
Chief Officers
Managing Directors
Associate Directors
Managers
Specialists
Operating personnel
Interns
Operating personnel
Specialists
Specialists
Operating personnel
TOTAL
Number of employees
5
25
88
155
965
114
85
1
1
2
1
1,442
Total by geographic location
1,437
1
1
3

So Paulo
Activity
Chief Officers
Managing Directors
Associate Directors
Number of employees
5
29
94
124

1,514
Rio de Janeiro
Rio Grande do Sul
Mato Grosso
Managers
Specialists
Operating personnel
Interns
Operating personnel
Specialists
Specialists
Operating personnel
TOTAL
171
999
127
89
1
1
2
1
1,519
1
1
3

So Paulo
Rio de Janeiro
Rio Grande do Sul
Mato Grosso
b.
Activity
Chief Officers
Managing Directors
Associate Directors
Managers
Specialists
Operations personnel
Interns
Operations personnel
Specialists
Specialists
Operating personnel
TOTAL
Number of employees
5
29
97
170
995
140
85
1
1
2
1
1,526
1,521
1
1
3
number of outsourced personnel (by type of activity and geographic location)

Geographic location
So Paulo
Activity
Maintenance
Clearing
Specialists Projects
Specialists Suport
Security and reception
Temporary
Mail and dispatch
Others
Outsourced personnel (*)

40
93
182
163
124
27
15
45
689
Geographic location
So Paulo
Activity
Specialists
Geographic location
So Paulo
Activity
Specialists
Outsourced personnel
65

65
Outsourced personnel
94

94
(*) Starting from 2014, the outsourced personnel number criteria was changed to include not only service providers that
support the development of major projects of BM&FBOVESPA, but also other projects and activities such as security, clearing,
maintenance and support infrastructure, among others.
c.
turnover rate;
Turnover rate
(%)
14.03%
14.66%
15.85%

d.
exposure to labor liabilities and contingent liabilities.
For more information on our exposure to labor liabilities and contingent liabilities, see subsection 4.3 of this Form.
14.2. Material changes.
Other than the information provided in 14.1 above, we have no additional comments to make at this time.
14.3. Description of employee compensation policy
a.
fixed and variable compensation policy;
Our aim is to have a competitive compensation policy vis--vis the marketplace, one that will give us the ability to attract and
retain talent, and keep a capable team of skilled and dedicated people, capable to help us attain our short -, medium- and
125
long-term goals and strategic objectives. Given that our integrated business model is inextricably tied to our objectives of
promoting, developing and expanding the domestic capital markets, which per se imply longer and sustainable cycles, it is
crucial for us to have the ability to retain talent, such that our compensation policy must include mechanisms to encourage
our people to stay with us for the long haul.
Under our policy our employees are granted annual salary adjustments based on the adjustment rate established under the
relevant collective bargaining agreement, as of a certain base date. Moreover, we may grant additional salary adjustments
based on merit, or due to promotion or as recognition for outstanding performance, which in any of these cases are voluntary
salary adjustments with correlate mainly with the results of periodic evaluations of individual performance.
In addition, the variable remuneration portion of the compensation package is established and paid every six months pursuant
to our Profit Sharing Program and according to the rules set under Law No. 10,101 dated December 19, 2000. This profit
sharing program defines potential multiples based on monthly salary, which are ultimately determined as a function of certain
global performance indicators set for the Company, coupled with factors as job seniority and evaluations of individual
performance.
b.
policy on employee benefits
Our benefit package includes dental and health care plans, executive health check -up plan, life insurance, meal vouchers and
in-house meals, private pension plan, child care and transportation vouchers. Additionally, we adopt a quality of life program
which periodically implements actions oriented towards enhancing our employees wellness and quality of life, pr omoting
healthy lifestyles and cultural activities and offering them good entertainment.
c.
characteristics of share-based compensation plan for non-management employees
While our stock grant plan targets mainly our upper management employees, it also includes middle-management employees
amongst the eligible employees. Stock options are granted from time to time as a function of certain global performance
indicators set for the Company, coupled with factors as job rank and evaluations of individual perfor mance.
The features of the share-based compensation plan to which our middle management employees are eligible are similar to
those of the stock grant plan for upper management members, and are discussed under subsection 13.4 of this Form.
14.4. Discussion on relations with workers unions
The workers union that represents most of our employees is the Union of Employees of Independent Commercial Agents and
Consulting, Expertise, Information, Research and Accounting Firms of the State of So Paulo ( Sindicato dos Empregados de
Agentes Autnomos do Comrcio e em Empresas de Assessoramento, Percias, Informaes e Pesquisas e de Empresas de

Servios Contbeis no Estado de So Paulo ).
Our relationship with the union is characterized by analytical reviews and discussions of mutual proposals, with the aim of reaching
consensus on how to best improve work conditions for our employees. These discussions typically involve the negotiations for
the annual renewal of the collective bargaining agreement, and address issues as salary adjustments, benefits, work hours,
lunch and rest breaks, and so forth.
In addition, we negotiate annual collective bargaining agreements with the union that represents our employees. These
agreements establish regulate the terms and conditions of our profit sharing program.
15.
CONTROLLING OWNERSHIP
15.1 and 15.2. Material shareholder ownership interests

Shareholder
% of shares
Last
issued and
changed
outstanding
139,274,100
7.67 03/11/2016
133,741,768
7.37 10/08/2015
Common shares
Capital World Investors

Funds managed by OppenheimerFunds, Inc.
Funds managed by Vontobel Asset
Management, Inc.
Funds managed by BlackRock, Inc.
Other
Treasury stock
129,910,260
92,434,646
Total
1,815,000,000
Foreign
No
No
No
No
5.09 8/11/2015
71.14 03/11/2016
1.57 03/11/2016
Foreign
No
No
15.3. Ownership structure; stock dispersion.
Free float March 11, 2016
15.4. Ownership structure chart.
126
Ties with
controlling
shareholder
No
Foreign
100.00
Number of individual shareholders

Number of corporate shareholders
Number of institutional investors
Total number of investors
Shareholders
or voting
agreements
No
2/4/2013
7.16
1,291,071,678
28,567,548
Brazilian or
foreign
shareholder
Foreign
ASM on March 30, 2015

47,428
1,243
1,846
50,517
1,781,453,186
(98.15%)
No shareholder or group of shareholder sharing similar interests holds a direct or indirect controlling interest in our shares.
Ownership in our shares is widely dispersed. In addition, no shareholders or voting agreement has been filed at our registered
office which seeks to control the election of directors and/or regulate the exercise of voting rights by any shareholders.
15.5. Shareholders agreements.
No shareholders or voting agreements of any kind have been registered with our Company.
15.6. Material changes in ownership interest of participants in the controlling group, directors and officers.
No shareholder or group of shareholder sharing similar interests holds a direct or indirect controlling interest in our shares.
Ownership in our shares is widely dispersed. In addition, no shareholders or voting agreement has been filed at our registered
office which seeks to control the election of directors and/or regulate the exercise of voting rights by any shareholders.
As of December 31, 2014, our directors and officers held combined ownership interest in 0.188% of our issued and outstanding
shares, or an aggregate of 3,404,193 common shares of stock, versus 3,109,446 common shares (0.157% of total shares) at
December 31, 2013, and 3,936,618 common shares (0.199% of total shares) at December 31, 2012.
The information filled in 15.3 refers to the annual general meeting of March 30, 2015 with respect to the number of
shareholders and free float.
16.
RELATED PARTY TRANSACTIONS
16.1. Rules, policies and practices regarding related party transactions.

Our policy on related party transactions and other circumstances involving conflicts of interest (Policy on Related Parties) was
approved by our Board of Directors on February 13, 2014. This policy sets rules aimed to ensure that the decisions involving
related parties, and other circumstances potentially involving conflicts of interest, are taken on the basis only of the best interests
of BM&FBOVESPA. Our policy applies to all our directors, officers and employees, and those of our subsidiaries.
Under our Policy, a related party is defined as any natural or legal person with whom the Company could potentially engage in
contractual arrangements other than on an arms length basis, as would be the case if the Company had been negotiating with
any unrelated third party.
Additionally, under CPC Technical Pronouncement No. 5, issued by the Brazilian Accounting Standards Board ( Comit de
Pronunciamentos Contbeis), or CPC, and endorsed by the CVM pursuant to CVM Resolution 560/08, an entity may have ties with
the Company where, among other things:
(a)
(b)
(c)
(d)
said entity is a controlling shareholder or a subsidiary or company under common control (which includes a controlling
shareholder or subsidiary); or where said entity has significant influence over our Company; or where said entity exercises
joint control over our company;
where said entity is an affiliate of ours or of another entity under common control with us;
where said entity is a joint venture (i.e., a JV company) of another entity;
where such entity is a pension fund operating for the benefit of Company employees or of any entity that is a related
party of ours.
Under our Policy on Related Parties, in negotiating contractual arrangements with related parties, we are required to observe the
same principles and procedures we would use to negotiate with independent parties and, in any event, arrangements with related
parties are required to be put in proper contractual form.
Additionally, the Policy on Related Parties determines that transactions should, as a rule, be approved by the Executive Board,
and, if involving a Material Amount (which our policy defines as an amount at least equivalent to 0.1% of our shareholders
equity regarding the transactions carried out in the period of one (1) year), the transaction must also be approved by our Board
of Directors.
Under our Related Parties Policy, on identifying a matter involving related parties or potentially involving a conflict of interest,
directors and officers are required promptly to disclose the conflict of interest to us. In addition, they are required to abstain from
taking part in any discussions concerning any such matter and from voting on any such matter.
Where a director or officer who could potentially ascertain a personal gain from any particular decision fails to make proper
disclosure about any particular conflict of interest, any peer having knowledge of the circumstance can make such disclosure. If
a director or officer were to remain silent about a conflict of interest, this would be deemed to be a breach of our policy on conflict
of interest, and the matter would be submitted to the consideration of our Executive Board for analysis and recommendation
about corrective actions to be made to our Board of Directors.
Our policy and the rules it conveys are in line with the requirements of Law No. 6.404/76, particularly as it prescribes directors
and officers have a Duty of Loyalty towards the Company.
16.2. Information on related party transactions
127
Name
Rio de Janeiro
Stock Exchange
(BVRJ)
Relation to Co.
Transition
date
BM&FBOVESPA is
Monthly
a member of
BVRJ (affiliate)
Not
applicable
Object of the Agreement
Expenses regarding the contracting of

resources to be used in its activities.
Amount involved, in R$ thousands:
2014 22; 2013 25; 2012 5
Interest on shareholders equity.

2014 2,950; 2013 2,750; 2012 0
Current Amount
Accounts
receivable in R$
thousands:
2014: 1
2013:2
2012: 1
Interest on
shareholders
equity
receivable, in R$
thousands: 2014
Amount
Collaterals
attributable to
and
Related Party insurance
Term
Termination
Loans or
other type of
debt
N/A
N/A
N/A
N/A
NO
N/A
N/A
N/A
N/A
NO
N/A
N/A
N/A
N/A
NO
N/A
N/A
N/A
N/A
NO
N/A
N/A
N/A
N/A
NO
N/A
N/A
N/A
N/A
NO
N/A
N/A
N/A
N/A
NO
N/A
N/A
N/A
N/A
NO
N/A
N/A
N/A
N/A
NO
N/A
N/A
N/A
N/A
NO
N/A
N/A
N/A
N/A
NO
N/A
N/A
N/A
N/A
NO
2,508; 2013
2,338; 2012 0
BM&FBOVESPA
Settlement
Bank
Wholly-owned
subsidiary
Accounts
Use of our technological and
logistics infrastructure; use of staff. receivable in R$
thousands: 2014
Monthly
909; 2013
2014 10,407; 2013 8,314; 2012
673; 2012
1,283
6,450
Not
applicable
Foreign exchange transactions to

settle
Foreign
exchange
transactions to
settle, in R$
thousands: 2014
0; 2013 0;
2012 1
Revenues from the use of
Not
applicable
BM&FBovespa Our Company is

Market
affiliated and
Surveillance (BSM) sponsor of BSM
BM&FBOVESPAs Foreign Exchange

Clearing. Amount involved, in R$
thousands: 2014 18; 2013 6; 2012
4.
Agmt. for transfer and cost recovery

re. the refund to the Company of
Accounts
the monthly amount paid for
receivable in R$
expenses w/ the contracting of
Monthly resources and use of infrastructure thousands: 2014
245;
for the performance of BSM
2013 276; 2012
activities. Amount involved, in R$
826
thousands: 2014 3,035; 2013 3,171;
2012 2,801; 2011 2,441.
Accounts
Contribution to BSM intended to
complement the financing of BSMs payable in R$
Not
thousands: 2014
applicable activities. Amount involved, in R$
245; 2013
thousands: 2014 (15,466); 2013
(8,061);
2012 (15,000).
(561); 2012 (15,000)
BM&F (USA) Inc.
Wholly-owned
subsidiary
Accounts
Expenses with representation services payable in R$
abroad. Amount involved in R$
thousands: 2014
Monthly
thousands: 2014 (1,026); 2013
0; 2013
(2,012); 2012 (1,839).
BM&FBOVESPA
UK Ltd.
Wholly-owned
subsidiary
(117);
2012 0.
Accounts
Expenses with representation services payable in R$
abroad. Amount involved in R$
thousands: 2014
Monthly
thousands: 2014 (1,424); 2013
0;
BM&FBOVESPA is
Not
the founding and
BM&FBOVESPA
sponsor member applicable
Institute
of BM&FBOVESPA
Institute
(1,394); 2012 (1,208).
2013 (164);
2012 0.
Expenses w/ cash advances re. the

contracting of resources for the
performance of activities. Amount
involved in R$ thousands: 2014 16;
Accounts
receivable in R$
thousands: 2014
2013 15; 2012 14.
Pass-through of funds designed for

the BVSA -Bolsa de Valores
Socioambientais [social and
environmental securities exchange], a
project of the BM&FBOVESPA Institute
Amounts re. donations. Amount

involved in R$ thousands: 2014
(63); 2013 0; 2012 0.
128
1; 2013 1;
2012 3.
Accounts
payable in R$
thousands: 2014
0; 2013 10;
2012 0.
Relation to Co.
Name
Transition
date
Object of the Agreement
Current Amount
Expenses related to the contracting

Accounts
of resources and use of
receivable in R$
infrastructure made available by
thousands: 2014
the Company for the performance
4; 2013 2;
2012 115.
of activities by the Institute
Donation to the Agricusiness Seminar
Accounts
and the Real Estate Investment Fund
payable in R$
BM&FBOVESPA is
Not
Forum. Amount involved in R$
thousands: 2014
an honorary
BM&F Association
applicable thousands: 2014 (239); 2013 0;
(239); 2013
member of the
0; 2012 0.
2012 0.
association
Expenses relatedto courses attended
by employees relating to the financial
and capital markets, given by the
BM&FBOVESPA Educational Institute,
Amount
Collaterals
attributable to
and
Related Party insurance
Term
Termination
Loans or
other type of
debt
N/A
N/A
N/A
N/A
NO
N/A
N/A
N/A
N/A
NO
N/A
N/A
N/A
N/A
NO
N/A
N/A
N/A
N/A
NO
N/A
N/A
N/A
N/A
NO
N/A
N/A
N/A
N/A
NO
N/A
N/A
N/A
N/A
NO
N/A
N/A
N/A
N/A
NO
N/A
N/A
N/A
N/A
NO
N/A
N/A
N/A
N/A
NO
N/A
N/A
N/A
N/A
NO
2013 63; 2012 77.
Accounts
receivable in R$
thousands:
2014 7; 2013
5; 2012 18.
Expenses with consulting services.

Amount involved in R$ thousands:
N/A
N/A
N/A
N/A
NO
managed by BM&F Association. Amount

involved in R$ thousands: 2014
(1,458); 2013 0; 2012 0.
Bovespa
Association
BM&FBOVESPA is
an honorary
Not
member of
applicable
Bovespa
Association
Expenses w/ cash advances re. the

contracting of resources for the
2013 13; 2012 13.
Outstanding balance payable in

connection with the perpetual license
for use of modules, pertaining to the
CME Group, of the multi-asset
electronic trading system named
PUMA Trading System, developed in
partnership with the CME Group
Monthly
Outstanding balance payable in
connection with the perpetual license
for use of modules, pertaining to the
CME Group, of the multi-asset
electronic trading system named
PUMA Trading System, developed in
partnership with the CME Group
CME Group, Inc.
Affiliate
Not
applicable
Accounts
receivable in R$
thousands: 2014
1; 2013 1;
2012 5.
Accounts payable
in R$ thousands:
2014 (48,245);
2013 (60,178);
2012 0.
Financial
Expenses in R$
thousands: 2014
(898); 2013
(437); 2012 0.
Dividends
Dividends received, Amount involved receivable in R$
in R$ thousands: 2014 164,802; 2013 thousands: 2014
169,958; 2012 124,470
Revenues of the agreement on

order routing and IBOVESPA index
trading in the CME Group
(Crosslisted products). Amount
involved in R$: 2014 50; 2013 0;
Not
2012 0.
applicable Expenses of the agreement on order
routing and IBOVESPA index trading
in the CME Group (Crosslisted
products). Amount involved in R$:
61,635;
2013 71,878;
2012 0.
2014 - (2,111); 2013 (1,731); 2012

(1,740).
BM&FBOVESPA
Professional
Training
Association APBM&FBOVES
PA)
Affiliates
Other Related
Parties
N/A
Not
applicable
Not
applicable
Expenses w/ cash advances re.

contracting of resources for
2014 (163); 2013 (100); 2012 0.
Our Policy acknowledges key management staff as our related parties. Given that the compensation we pay to our key
management personnel has already been discussed at length under section 13 of this Reference Form, the above table does not
include information on key management compensation, providing data only on our transactions with other related parties, as set
forth in subsection 16.1 above.
16.3 Identification of measures to tackle conflict of interest, and evidence related party transactions are
agreed on an arms length basis (mutually beneficial or adequately compensated transactions).
a.
identify the actions taken to tackle conflict of interest
129
Our transactions, in particular transactions with related parties, are typically subject to approval by our management bodies ,
according to the competences described in our Bylaws. Where there may be a conflict of interest regarding any matter under
analysis and a member of our decision-making bodies, said member must abstain from voting, it being incumbent on the other
members with no relationship with the situation to make a decision.
For additional information on conflicts of interest affecting any member of our Board of Directors, see subsection 12.4(c) of this
Reference Form.
Currently, we adopt no formal and specific mechanisms or policy to identify any conflicts of interests.
b.
evidence that related party transactions are agreed on an arms length basis .
Set forth below is additional information about transactions carried out last year, as shown in the table under subsection 16.2
above:
BVRJ (the Rio de Janeiro Stock Exchange). The payments made by BM&FBOVESPA to BVRJ are required to be made under
BVRJ bylaws, which provide that the associates (as in the case of BM&FBOVESPA) must pay dues in a timely fashion. At a
meeting held on December 13, 2004, the Board of Directors of BVRJ set the minimum monthly dues payable per membership
certificate at R$400.00. Additionally, in a meeting held on January 28, 2011, the Board of Directors of BVRJ terminated the
minimum monthly contribution previously charged from BM&FBOVESPA, as BVRJ is now financially independent.
BM&FBOVESPA Settlement Bank . The payments due by the BM&FBOVESPA Settlement Bank to the BM&FBOVESPA relate
to the funds used by the latter in their operations, as contemplated in the relevant a greement entered into between the
parties. These payments are made pursuant to a specification report prepared by the BM&FBOVESPA and approved by the
BM&FBOVESPA Settlement Bank, as required under the agreement.
BSM. BM&FBOVESPA charges BSM for costs related to the use of our resources and infrastructure in their operations. These
costs are calculated on a monthly basis pursuant to a contractually agreed calculation method, and they include activities
of the Investor Compensation Mechanism Fund ( Mecanismo de Ressarcimento de Prejuzos, or MRP), which BSM manages.
17.
CAPITAL STOCK
17.1. Capital stock

Our capital stock is represented solely by shares of common stock.
Type of
shares
Number of
shares
Common
shares
1,815,000,000
Issued and
outstanding
Capital stock
(in R$)
(in R$)
2,540,239,563.88
2,540,239,563.88
Authorized share
capital
(in R$)
2,540,239,563.88
Payment
term
Last changed
Not
applicable
February 10, 2015.
Authorized share capital

Amount
Number
(in R$ thousands)
Our board is authorized to increase the capital stock

by up to two billion and five hundred million
(2,500,000,000) shares of common stock
Within the authorized limit, our board has powers to

decide on any issuance of shares and on the issue
price per share.
Authorization date
May 8, 2008
As of the date of this Form no convertible securities have been issued by us.
17.2. Share issuances, increases in capital stock amount
Date of decision
Governance body approving the action
Issue date
Total issuance amount
Total shares in the issue
Issue price per share (in R$)
Manner of payment
Criterion determining the total issuance
Private issuance or public offering

Issuance as a ratio of capital stock (%)
August 19, 2008

Board of directors
August 19, 2008
R$ 3,216,300.00
3,216,300
R$ 1.00
Issue price id in cash (Brazilian currency) on or before December 31, 2008.
Shares issued within the authorized limit set in our Bylaws.
Under article 8, paragraph 1, of our bylaws, the board has powers to decide on any issuance
implemented, as well as on the issue price and manner and terms of payment, provide the
issue must be implemented within the authorized limit of the share capital.
Private issuance shares purchased by holders of vested stock options under our stock
option plan.
0,16%
17.3. Stock splits, reverse splits, bonus shares.

As of the date of this Form, there have been no share splits or reverse splits and no bonus shares have been distributed.
17.4. Reductions in capital stock.
As of the date of this Form, there has been no reduction of our capital stock.
130

At a meeting held on February 10, 2015, the Board approved the cancellation of eighty million (85,000,000) treasury shares,
which were previously repurchased within the scope of share buyback programs adopted by the Company, such that the
cancellation entails no reduction in capital stock. As a result, hereafter, the fully subscribed and paid -in capital stock amounting
to two billion, five hundred and forty million, two hundred and thirty-nine thousand, five hundred and sixty-three Brazilian
reais and eighty eight centavos (R$2,540,239,563.88) is represented by one billion, eight hundred and fifteen million
(1,815,000,000) common shares. Therefore, at the extraordinary general meeting, held on April 13, 2015, on second call, the
shareholders amended the main provision of article 5 of the Bylaws accordingly.
At a meeting held on February 13, 2014, the Board approved the cancellation of eighty million (80,000,000) treasury shares,
which were previously repurchased within the scope of share buyback programs adopted by the Company, such that the
cancellation entails no reduction in capital stock. As a result, hereafter, the fully subscribed and paid-in capital stock amounting
to two billion, five hundred and forty million, two hundred and thirty-nine thousand, five hundred and sixty-three Brazilian
reais and eighty eight centavos (R$2,540,239,563.88) is represented by one billion, nine hundred million (1,900,000,000)
common shares. Therefore, at the extraordinary general meeting, held on May 26, 2014, on second call, the shareholders
amended the main provision of article 5 of the Bylaws accordingly.
At a meeting held on December 13, 2011, our board approved the cancellation of 64,014,295 treasury shares following
repurchases carried out within the scope of the share buyback program. There was no reduction of capital stock. As a result,
our capital stock amounting to R$ 2,540,239,563.88 is now represented by 1,980,000,000 shares of common stock.
Additionally, at the extraordinary general meeting held on April 10, 2012, our shareholders amended Article 5 (Capital Stock;
Shares; Shareholders) of the bylaws to reflect the number of issued and outstanding shares following the cancellation of
treasury stock, among other changes to our bylaws. For additional information on our share buyback program, see section 19,
under the heading Share buyback programs and treasury stock.
18.
SECURITIES INFORMATION
18.1. Rights and prerogatives of each type and class of shares

All our shares are shares of common stock (Tag along: 100.00%)
a. rights to dividends
Under Brazilian Corporate Law and our bylaws, our shareholders are entitled to any dividend or other distributions based on their
proportionate holdings in shares of stock issued by us. Under article 55 of our bylaws, we are required to pay to shareholders
every year mandatory dividends at a rate of 25% of adjusted net income for the year. Our calculation of net income for the year,
and the amount available for distribution, includes adjustments made pursuant to Brazilian Corporate Law for allocations to the
legal reserve and certain other reserves, such as a contingency reserve, as well as for reversal of previous allocations where
appropriate.
b. voting rights
Each of our common shares grants its holder right to one vote at decisions of annual and extraordinary shareholders meetings.
Under the Novo Mercado listing regulation, all our shares of capital stock are required to be voting shares, such that we are not
permitted to issue non-voting shares or shares with restricted voting rights or participation certificates. However, there are certain
voting limitations, which are set forth in subsection 18.2 of this form.
c.
convertibility into other types or classes of shares
Our shares of stock are not convertible into other types or classes of shares. In addition, under our bylaws we are permitted to
issue debentures convertible into common shares and subscription warrants. However as of the date of this reference form we
had not issued any of these securities.
d. reimbursement rights
Reimbursement due to exercise of withdrawal rights. Under certain circumstances, shareholders that dissent from a decision
taken at a shareholders meeting are entitled to exercise withdrawal rights, in which case we must reimburse them for the value
of their shares, as determined pursuant to Brazilian Corporate Law.
Redemption. Under Brazilian Corporate Law, our shares may be redeemed upon a decision taken at a shareholders meeting
approved by holders of shares representing at least 50% of our capital stock.
Liquidation (winding up). Pursuant to Brazilian Corporate Law, in the event of our liquidation in a winding up process, our
shareholders are entitled to reimbursement of capital in proportion to their holdings in our shares, provided all our other liabilities
must have been previously settled.
e.
tag along rights in takeover bids and tender offers triggered by acquisition of control
Under the Novo Mercado listing regulation and our bylaws, an acquisition of our control agreed pursuant to one or a series of
successive transactions requires a precedent or dissolving condition being established, whereby the prospective buyer undertakes
to conduct (within the legally prescribed deadline) a tender offer to purchase all outstanding shares. Under Brazilian Corporate
Law and the Novo Mercado listing regulation, the bid price and the payment conditions must be the same as offered for the
controlling shares.
f.
transfer restrictions (lock up)
There are no transfer restrictions related to our shares.
131
g.
conditions to amend rights assigned to the shares
Under Brazilian Corporate Law, neither the bylaws nor the decisions of a shareholders meeting of any corporation may restrict
the rights of shareholders regarding any of the following:
(i) Rights to a proportionate participation in profit distributions;
(ii) Right to a proportionate participation in the distribution of assets outstanding in a winding up process (after all corporate
liabilities are settled);
(iii) Preemptive rights to subscribe for shares, convertible debenture or subscription warrants, except in certain circumstances
permitted by Brazilian Corporate Law.;
(iv) Right to review and judge the company financials and the management of business operations in the manner prescribed
under Brazilian Corporate Law; and
(v) Right to withdraw under certain legally prescribed circumstances.
h. other material share features
Under Brazilian Corporate Law, the CVM regulation and the Novo Mercado listing regulation, as well as under our bylaws, a tender
offer to purchase all our shares is required in the event our shareholders decide for a going private process (implying our
deregistration as public company) or for a delisting from the Novo Mercado segment for our shares to trade on another market.
Additionally, because of our fairly dispersed share ownership structure, our bylaws require a tender offer to be carried out by any
shareholder or group of shareholders seeking to acquire a 30% interest in our shares, or other rights in our shares as beneficial
owners (including by means of usufruct or a trust) in any way granting voting rights over 30% or more of our outstanding shares.
i.
foreign issuers
Not applicable, as we are a company organized and existing under the laws of Brazil.
18.2. Description of bylaws provisions limiting the voting rights of holders of material ownership interest, and
bylaws provisions requiring holders of material interest to conduct tender offers.
Voting cap
(i) While under article 7 of our Bylaws each share entitles the holder to one vote in decisions of shareholders meetings, the same
provisions sets forth a voting cap to the effect that no shareholder or group of shareholders sharing similar interests is entitled to
vote shares representing individual or aggregate interest in excess of 7% of our issued and outstanding shares.
(ii) As a result, if a shareholders or voting agreement regulating the exercise of voting rights were to be filed at our registered
office, the contracting shareholders would be deemed to constitute a group of shareholders sharing similar interests, and would
be subject to the voting cap discussed above.
(iii) In addition, because of this voting cap, our Bylaws provide that no shareholders or voting agreement (whether or not filed
and registered with us for enforceability) will be permitted to predefine a consistent majority by establishing voting blocs
representing aggregate voting interest in excess of 7% of our issued and outstanding shares, such as discussed above.
(iv) The chairman of a shareholders meeting is responsible for enforcing the voting caps established under our Bylaws, and must
inform shareholders of the number of eligible individual votes the shareholders and groups of shareholders will be permitted to
cast at any particular meeting.
(v)For enforcement of these rules, votes cast in excess of the voting cap will not be computed for purposes of determining
whether a quorum to resolve has been met.
Moreover, if in response to a takeover bid, and after considering the best interests of shareholders and the interests and prospects
of our subsidiaries, our board of directors were to recommend the offer be accepted, it must then call a shareholders meeting to
decide on whether our bylaws should be amended to eliminate existing voting caps, provided however the bidder should acquire
at least two-thirds of the outstanding shares (thus, not including treasury stock) for the amended Bylaws to take effect. The
exception referred to in this paragraph shall apply only when the Extraordinary General Meeting mentioned here was convoked
by initiative of the Board of Directors
Tender offer requirements
Any shareholder or group of shareholders sharing similar interests (acquirer) that acquire (incrementally or otherwise) a
30% (or higher) interest in our shares, or other rights in our shares as beneficial owners (including by means of usufruct or a
trust) in any way granting voting rights over 30% or more of our outstanding shares, must first seek consent from the CVM,
and is required (within 30 days after obtaining consent) to initiate or register a tender offer to purchase all other outstanding
shares, observing applicable legal and regulatory requirements in jurisdictions where our shares trade at the time, listing
regulations and our bylaws.
The bid price per share in a tender offer triggered by accumulation of a material interest (such as discussed in the preceding
paragraph) must at least equal the highest market price per share the acquiring shareholder or group of shareholders paid for
shares in the market within the six-month period preceding the date on which the 30% threshold was hit, as adjusted to
account for corporate actions, such as distributions of dividends or interest on shareholders equity, stock splits, reverse splits
and bonus shares, but not for actions related to corporate restructuring processes (article 70 of our bylaws).
This tender offer requirement will not apply where a person acquires aggregate ownership interest beyond the 30% threshold
by virtue of any of the following events: (i) a subscription of shares implemented in a single issuance authorized in a
shareholders meeting, where the issue price is determined on the basis of a fair value valuation conducted by a specialist firm
pursuant to article 63 of our bylaws; or, (ii) acquisition in a tender offer.
However, if the acquirer fails to meet the requirements and obligations set forth in our bylaws, including as to applicable
132
deadlines concerning (1) the start or registration of a tender offer, or (2) submitting applications to the CVM or meeting th eir
demands, our board of directors will call a shareholders meeting to decide on suspending the rights of such acquirer, at which
the shareholder or group of shareholders in question will be impeded from voting and must abstain (per article 120 of Brazili an
Corporate Law).
18.3. Exceptions to, or events of suspension of economic and policy (voting) rights under the Bylaws.
Our Bylaws contemplate certain restrictions affecting economic and policy rights, as follows:
Events excluding or restricting preemptive rights

Under article 11 of our Bylaws (article 172 of Brazilian Corporate Law), if we decide to conduct an offering for sale of new
shares or convertible debentures or warrants, or an exchange offer, we may for purposes of the offer and upon a decision of
our board exclude the preemptive rights of shareholders, or limit the period for exercise of these rights. Similar exceptions
may also occur under special tax legislation related to certain incentivized equity interests .
Members of the board of directors

Under article 22, paragraph 4, of our Bylaws, any person that holds a position in a competitor of ours, or the competitor
subsidiaries, or that has a conflict of interest with us or any of our subsidiaries is ineligible to our board, unless the sh areholders
convening in a meeting decide otherwise (per article 147, paragraph 3, of Brazilian Corporate Law).
Voting restrictions
Our Bylaws contemplate the voting cap discussed above under subsection 18.2.
Additionally, article 19 of our Bylaws requires shareholders and shareholder proxies to abstain from voting on any matter in which
their interest conflicts with ours. Under article 115 of Brazilian Corporate Law, a shareholder acting upon a conflict of interest
whether to approve or disapprove any particular motion is deemed to have abused his voting rights.
Moreover, under article 18 of our Bylaws, shareholders convening in a general meeting may suspend the rights, including voting
rights, of any shareholder or group of shareholders that acts in violation of statutory or regulatory provisions or our Bylaws.
18.4. Information on trading volume and stock quotes (highs and lows).
Market price per common share
Highest price
Lowest price
Average price
Average daily trading value
Financial value traded
(in R$)
(in R$)
(in R$)
(in R$ thousand)
(in R$)
12.65
11.81
13.24
14.44
9.65
8.84
10.24
12.00
11.37
10.30
11.69
13.07
14.35
14.63
13.35
13.20
12.80
11.28
11.13
10.44
13.67
13.52
12.23
11.89
11.30
12.22
14.47
13.33
9.10
10.80
10.92
8.60
9.98
11.58
12.63
10.45
2012
First quarter
Second quarter
Third quarter
Fourth quarter
2013
First quarter
Second quarter
Third quarter
Fourth quarter
2014
First quarter
Second quarter
Third quarter
Fourth quarter
141,125.20
129,085.47
142,307.76
138,973.90
144,240.95
188,469.41
139,707.60
115,314.80
124,114.15
123,055.23
172,414.18
206,461.59
8,749,762,110.00
8,003,229,100.00
8,965,389,091.00
8,199,460,218.00
8,510,215,789.00
11,873,572,557.00
9,080,993,422.00
7,034,202,630.00
7,570,963,423.00
7,383,314,030.00
11,206,921,906.00
12,800,618,668.00
18.5. Other securities issued

We have issued no securities other than shares, as discussed elsewhere in this Form.
18.6. Brazilian markets where securities of the issuer have been listed to trade
BM&FBOVESPA S.A. Bolsa de Valores, Mercadorias e Futuros.
18.7. Cross-border markets where securities of the issuer have been listed to trade
No securities issued by us have been listed to trade on cross-border markets.
18.8. Previous securities offerings by the issuer or other parties, including controlling shareholders,
subsidiaries and affiliates, for sale of securities of the issuer.
There have been no securities offerings implemented previously for sale of shares issued by us.
18.9. Previous equity offerings, takeover bids, tender offers for shares of another company.
We have not carried out or registered any equity offering. In addition, there has been no takeover bid for shares issued by us
and we have not initiated any tender offers for shares of any other company.
We have issued global senior notes in a cross-border offering, whose principal features are set forth in the table below. The
global notes have no legal nature of securities.
Identification of the Notes
Senior unsecured notes
Issue date
July 16, 2010
133
Maturity date
July 16, 2020
Number of notes
Notes in minimum denominations of US$100,000 and integral multiples of US$1,000
Principal (in US$ million)
US$612 million
Transfer restrictions
No
Convertibility
No
Redemption
Yes, an optional redemption with make-whole amount.
Events of redemption;
redemption price calculation method
The Notes are redeemable, at our option, in whole or in part, at any time and from time to
time, upon giving not less than 30 nor more than 60 days notice to the holders, at a
Redemption Price equal to the greater of (i) 100% of the principal amount of the notes to
be redeemed, and (ii) the sum of the present values of the remaining scheduled payments
on such notes discounted to the redemption date (excluding interest accrued to the
redemption date), on a semiannual basis (assuming a 360-day year consisting of twelve 30day months), at a rate equal to the sum of the applicable U.S. treasury rat e plus 40 basis
points.
Key features of the notes
The notes are unsecured, denominated in U.S. dollars and have been issued by us abroad.
Interest calculated at the rate of 5.50% per annum will be payable semi -annually on each
January and July.
Trustee, Registrar, Transfer Agent and Paying Agent (the Trustee):
Deutsche Bank Trust Company Americas
CVM Instruction No. 461/07
As BM&FBOVESPA is a managing entity of the organized market, pursuant to CVM Instruction No. 461/07, any shareholder or
Group of Shareholders intending to acquire (i) direct or indirect participation equal or exceeding 15% of the total shares issued
by the Company; or (ii) other shareholders rights, including usufruct, conferring a right to vote on shares of the Company
representing more than 15% of its capital, must obtain prior authorization from CVM, as prescribed in regulations issued by
such autarchy. Furthermore, the CVM Instruction No. 461/07 also establishes that any shareholder authorized to trade in the
Companys organized markets can not hold more than 10% of the share capital with voting rights issued by the Company.
19.
BUYBACK PROGRAMS; TREASURY STOCK
19.1. Implemented share buyback programs

The table below sets forth information related to our share buyback programs.
Program (or program
extension) approval date:
Number of shares in the
(a) program (by share type
and class)
Authorized buyback as a
percentage of total
(b) shares issued and
outstanding
(by type and class)
(c) Repurchase period
Reserves, earnings
(d) available for allocation to
the program
Other key program
(e)
features
Actually repurchased (by
(f)
type and class)
Weighted average
(g) repurchase price
(by type and class)
Actual repurchases as a
(h) ratio of authorized
buyback
(1)
June 26, 2012
June 25, 2013(
2)
February 13, 2014(
3)
December 11, 2014(
4)
60,000,000
common shares
60,000,000
common shares
100,000,000
common shares
60,000,000
common shares
3.11%
3.13%
5.40%
3.30%
July 2, 2012
to June 28, 2013
July 1, 2013
to June 30, 2014
February 14, 2014

to December 31, 2014
January 01, 2015

to December 31, 2015
R$16,615,253,000.00
R$16,851,454,000.00
R$15,997,052,000.00
R$16,211,124,000.00
(1)
(2)
(3)
(4)
20,862,700
60,000,000
53,011,600
26,187,400
R$12.61 per share

(R$263,103 thousand)
R$10.63 per share

R$10.68 per share

R$10.95 per share

34,77%
100.0%
53.01%
11.31%
On June 26, 2012, with the aim of maximizing shareholder value through efficient capital-structure management, our
board of directors approved a share buyback program (2012-2013 Program) spanning from July 2, 2012, through June 28,
2013, which authorized the repurchase of no more than 60 million shares.
(2)
On June 25, 2013, with the aim of maximizing shareholder value through efficient capital-structure management, our
board approved a share buyback program (2013-2014 Program) spanning from July 1st, 2013 to June 30, 2014, which
authorized the repurchase of no more than 60 million shares, or 3.13% of the total number of shares issued and outstanding.
We successfully completed this buyback program on January 29, 2014.
(3)
On February 13, 2014, with the aim of maximizing shareholder value through efficient capital-structure management, our
board approved a new share buyback program (2014 Program) spanning from February 14 to December 31, 2014, which
(1)
134
(4)
On December 11, 2014, with the aim of maximizing shareholder value through efficient capital-structure management,
our board approved a new share buyback program (2015 Program) spanning from January 01 to December 31, 2015, which
19.2.
Treasury stock information

Treasury stock
2014
Number of
treasury
shares
Type of security
Common shares
Aggregate
value
(R$ thousands)
2013
Weighted
average
repurchase
price per
share
Number of
treasury shares
(in R$)
2012
Weighted
average
repurchase
price per
share
Aggregate
value
(R$ thousands)
Number of
treasury
shares
(in R$)
Weighted
average
repurchase
price per
share
Aggregate
value
(R$ thousands)
(in R$)
Balance at start of year
86,417,144
955,049
11.05
48,427,505
484,620
10.01
52,008,012
521,553
Total repurchases for the year
89,961,600
937,600
10.42
43,912,700
531,215
12.10
1,732,200
16,303
10.03
9.41
Treasury shares reissued (sold)
4,557,300
49,582
10.88
5,923, 061
60,786
10.26
5,312,707
53,235
10.02
Treasury shares cancelled
80,000,000
859,793
10,75
Balance at year-end
91,821,444
983,274
10.71
86,417,144
955,049
11.05
48,427,505
484,621
10.01
19.3 Treasury stock at year-end

Repurchase
date
December 31, 2014
Number of
treasury shares
Weighted average
repurchase price per share
91,821,444
As a percentage of total
shares issued and outstanding
(in R$)
(%)
10.71
4,83%
19.4 Additional reportable information

At a meeting held on February 10, 2015, our board approved the cancellation of 85,000,000 treasury shares following
repurchases carried out within the scope of the share buyback program. There was no reduction of capital stock. As a result, our
capital stock, which amounts to two billion, five hundred and forty million, two hundred and thirty-nine thousand, five hundred
and sixty-three Brazilian reais and eighty-eight cents (R$2,540,239,563.88), is now represented by 1,815,000,000 shares of
common stock. Additionally, at the extraordinary general meeting on April 13, 2015, our shareholders amended the bylaws to
reflect the present number of shares issued and outstanding.
Supplemental Information to Subsection 19.1 Share Buyback Programs

2012/2013 Program
Periods
April 2013
June 2013
Sum total for 2012/2013 Buyback
Program
Number of shares
Average price per share

(in R$)
Total repurchase amount

(in R$)
3,147,500
17,715,200
13.30
12.49
41,855,721.00
221,246,864.00
20,862,700
12.61
263,102,585.00
Number of shares

(in R$)

(in R$)
3,350,000
5,200,000
2,500,000
2,050,000
1,100,000
8,850,000
43,912,700
36,950,000
12.33
11.61
12.43
12.72
11.77
10.81
12.08
10.02
41,318,792.00
60,394,268.00
31,076,278.00
26,078,456.00
12,951,483.00
95,696,845.00
530,618,707.00
370,418,230.00
60,000,000
10.63
637,934,352.00
Number of shares

(in R$)

(in R$)
9,583,100
7,672,900
9,021,300
2,800,000
1,170,000
11,217,300
1,200,000
10,347,000
10.36
11.43
11.61
11.56
11.73
10.63
10.32
9.36
99,236,083
87,706,423
104,709,413
32,370,766
13,726,088
119,194,958
12,378,932
96,888,201
2013/2014 Program
Periods
July 2013
August 2013
September 2013
October 2013
November 2013
December 2013
Total for 2013
January 2014
Sum total for 2013/2014 Buyback
Program
2014 Program
Periods
March 2014
April 2014
May 2014
June 2014
July 2014
October 2014
November 2014
December 2014
135
Total for 2014
89,961,600
10.41
936,629,094
Sum total for 2014 Buyback Program
53,011,600
10.68
566,210,864
Number of shares

(in R$)

(in R$)
January 2015
February 2015
May 2015
June 2015
July 2015
Total for 2015
5,786,300
1,000,000
1,800,000
8,434,100
9,167,000
26,187,400
9.46
8.97
11.59
11.65
11.34
10.95
54,739,121
8,969,874
20,861,805
98,269,330
103,952,806
286,792,936
Sum total for 2015 Buyback Program
26,187,400
10.95
286,792,936
2015 Program
Periods
Supplemental Information to Subsection 19.2 Treasury stock information
Number of
treasury shares
Type of security
Common shares
Until March 11,

2016
2015
Treasury stock
Aggregate value
(R$ thousands)
Weighted
average
Number of treasury
repurchase
shares
price per share
(R$ thousands)
(in R$)
Balance at start of year
91,821,444
983,274
10.71
32,905,094
364,998
11.09
Total repurchases for the year
26,187,400
286,793
10,95
103,750
1,094
10.54
4,337,546
47,654
10.99
Treasury shares cancelled
85,000,000
903,975
10.64
Balance at year-end
32,905,094
364,998
11.09
28,567,548
317,334
11.11
Treasury shares reissued (sold)
20.
(in R$)
Weighted average
repurchase
price per share
Aggregate value
SECURITIES TRADING POLICY
20.1. Securities trading policy.

a.
Date of adoption
The securities trading guidelines, standards and rules that apply to our directors, officers, fiscal council members (where it is
active) and members of technical or advisory committees established under our bylaws are stated in our Material Disclosures
and Securities Trading Policy Rulebook, which was approved at a board meeting held on May 8, 2008, and amended pursuant to
board decisions in meetings held on December 11, 2012, May 8, 2014 and February 24, 2015. The Policy Rulebook regulates
confidential treatment of privileged information and provides rules on trading in our securities by a number of persons, including
so-called connected persons (see item b below) and our Company as well.
b.
Persons bound by the policy
As stated in the Policy Rulebook, our securities trading policy applies to, and is binding on our controlling shareholders, officers,
employess with acess to material information and consultants. In addition, it bans our Company from trading in its own securities
during certain periods which the rulebook defines.
c.
Key policy features
Policy Rulebook
The policy sets guidelines and standards that subject persons to close or blackout periods during which trading is restricted. These
trading restrictions are triggered, among other things:
(i) before the public disclosure of any material act or fact with respect to us, our business, our subsidiaries and affiliates,
and their businesses;
(ii) whenever there is in the course any process to implement a merger transaction (including a merger per se, share
merger, full or partial spin-off or consolidation transaction, or transformation of corporate type, and any type of
corporate restructuring process;
(iii) applicable only to our directors and officers (and direct or indirect controlling shareholders, if any were to emerge),
whenever there is in course a procedure for purchase or sale of our shares by us or our subsidiaries or affiliates, or an option
or mandate has been granted for the same purpose.
Persons that are no longer members of our management, having left the Company before a disclosure of material
developments, are banned from trading in our securities, including derivatives based on our securities, provided the restriction
extends to the earlier of (i) expiration of a six-month period after the date on which such persons quit their positions or (ii) the
date of disclosure to the public of such material information as was known to them while in office, unless resuming trading in our
securities would adversely influence the developments being disclosed, to our detriment of that of our shareholders.
136
Exceptions to trading restrictions under the Policy Rulebook

The trading restrictions discussed above will not apply to subject persons making long-term investments (for at least 12 months)
in our securities, as long as any such investment fulfills at least one of the following characteristics:
(i) a subscription or purchase of shares resulting from options exercised within the scope of our stock options plan, as approved
and amended from time to time by action taken at a shareholders meeting;
(ii) a purchase of shares issued by us using the proceeds of variable compensation paid by way of profit sharing; or
(iii) investments made pursuant an individual investment program.
An acceptable individual investment program is one establishing a plan for investments and divestments to be made according to
some kind of schedule as well as programmed use and source of funds, and where investments are long-term and extend for at
least 12 months. In addition, the program is required to contain provisions preventing insider trading and must be structured
so investment or divestment decisions cannot be taken after the investing subject person has become privy to any
particular privileged information, meaning an investor under any such individual investment program must not influence
any investment or divestment decisions.
d.
provisions governing blackout and close periods; compliance and enforcement processes.
Our employees are categorically banned from trading in any way, shape or form, in stocks or other securities issued by us during
the fifteen days preceding the quarterly earnings release (known locally as ITR, or quarterly financial information) and the release
of our full-year financial statements (or DFP). They may also be banned from trading in other instances, which our investor
relations officer may define in his discretion.
Our investor relations officer is responsible for circulating internal communication notices for the purpose of indicating the initial
and final terms of any such blackout period.
Moreover, our directors, officers, fiscal council members and members of technical or advisory standing committees (established
under the bylaws) are required to notify us of their holdings in our shares as well as the holding of connected persons (as defined
in our Code of Conduct, discussed in subsection 20.2 below), and of any changes to such holdings. These notices are required to
be given to our Company (1) on the first business day after they take office, and (2) no later than five days after any buying or
selling transaction closes.
Under article 10 of our bylaws, every shareholder or group of shareholders sharing similar interests is required to give notice to
us disclosing any purchases of shares which added to previously held shares result in aggregate ownership interest in excess of
5% of our issued and outstanding shares of common stock, following which any additional purchase of share lots representing
an interest in 2.5% (or multiples thereof) of our shares must also be disclosed. Any such disclosure must include information on
the identities of buyer(s) and seller(s), the purpose of the acquisition, the number of shares and percentage interest acquired and
other information required under article 12 of CVM Ruling 358/02.
Code of Conduct
The Code of Conduct provides a set of rules that express the values that guide our ethical conduct, including as to trading in
securities issued by us (and other issuers), and to this extent it incorporates rules and standards provided in our securities trading
policy. The Code is binding on our and our subsidiaries directors and officers, fiscal council and committee members, employees
and interns, consultants and regular service providers, all of whom we call Collaborators.
The definition of connected persons further includes investment funds in which a Collaborator holds powers to influence the
investment decisions of the fund manager or administrator. Accordingly, there will be no restrictions to a Collaborator investing
in investment funds where the actual management of funds and assets is deferred to independent professional managers, such
that a Collaborator would hold no power to influence investment decisions.
Under our Code, with certain exceptions, Collaborators and connected persons are banned from trading in any way, directly or
through other persons, on either the derivatives or the equities and other securities markets operated by our Company (i.e., on
markets comprising our BM&F segment, Bovespa segment or OTC market). Additionally, Collaborators and connected persons are
not permitted to join or invest in investment clubs.
Exceptions to the rule banning trading on our markets include a permission for Collaborators and connected persons to
(i) trading in fixed-income securities, except (a) securities listed on BM&FBOVESPA, (b) debentures, and (c) Structured Transaction
Certificates (COEs); (ii) carrying out securities lending transactions as lenders; (iii) trading in units of exchange-traded funds
(ETFs) listed on the BOVESPA segment, whose portfolios are made up of shares from at least five (5) issuers who do not belong
to the same economic group and individually do not account for more than twenty-five per cent (25%) of the fund portfolio, as
long as they do not hold powers to influence the fund administration or the management of fund assets, provided any such
trading transaction, whether on the buy side or the sell side, may take place at intervals shorter than ninety (90) days; (iv)
investing in open-ended, non-exclusive investment funds of diversified portfolio, as long as they do not hold powers to influence
the fund administration and, in particular, the management of fund assets; and (v) acquiring securities listed on the BOVESPA
segment which are made pursuant to an Individual Investment Program previously approved by the Company. An acceptable
individual investment program for this purpose is one establishing a plan for investments and divestments to be made according
to some kind of schedule.
Our Internal Controls, Compliance and Corporate Risk office continually monitors trading activities by our Collaborators. Where
there are indications of a breach, formal clarification is sought; the case is investigated, analyzed and referred to our Code of
Conduct Committee for a decision.
137
If the committee finds that a breach of conduct has in fact occurred, the Collaborator in question will be subject to disciplinary
action, which may result in termination for cause and other legally prescribed penalties, in addition to other appropriate action.
21.
DISCLOSURE POLICY
21.1. Guidelines, rules and internal procedures applicable to release of financial information.
Except as discussed herein based on guidelines, rules and processes stated in our disclosure policy, there are no additional
guidelines, regulations or internal processes concerning disclosure of information by us. Our board of directors approved the
disclosure policy on the same date and jointly with our securities trading policy (see subsection 20.1 above).
21.2. Material disclosure policy; privileged information.
All our directors and officers, as well as our insiders as employees, consultants and providers with access to privileged information,
and the controlling shareholders (if any were to emerge in the future) are required to comply with the guidelines and standard
established by our material disclosures policy.
Any information on material developments related to us necessarily flows to our investor relations officer (IRO), who is responsible
for ensuring proper disclosure in accordance with our policy and article 3 of CVM Ruling 358/02.
The responsibilities of the investor relations officer include ensuring material developments taking place in the course of business
or in any way related to us and our subsidiaries are timely and accurately disclosed, using plain language which is easily understood
by the market. In addition, our investor relations officer is responsible for ensuring material disclosures are promptly, widely and
concomitantly disseminated in any markets on which our shares are listed to trade.
Our policy requires that we disclose information on material developments as soon as practicable, preferably prior to the start of
business or after the close of business on the stock exchange, provided that if our shares trade on more than one market in
different time zones, the start and end of business in the Brazilian market prefer.
The guidelines on manner and timing for the investor relations officer to disclose information on material developments include:
(i) Material facts occurring in the course of business or in connection with our business operations are to be disclosed promptly
after occurring;
(ii) Material disclosures are to be made concomitantly to relevant markets in Brazil and elsewhere through any number of
information channels, including press releases and professional association bulletin boards, and to investors, analysts and
selected audiences;
(iii) Disclosures of information related to material litigation contingencies are required to observe certain objective criteria;
(iv) The investor relations officer is required to assess the suitability of requesting that trading on our shares be halted in any
market they may trade for disclosure and dissemination of a particular material fact, if it is imperative for a particular
disclosure to occur during business hours;
(v) The investor relations officer is charged with ensuring prompt and widespread dissemination of information on material
developments to all relevant markets and stock exchanges where our shares may trade at the time; and
(vi) The investor relations officer is charged with providing additional clarification related to any particular disclosure of material
development, whenever so requested by the relevant regulatory entities.
Material disclosures are made to the CVM and the relevant stock exchanges as soon as practicable and concomitantly in all
relevant markets pursuant to a written document providing details on the material development being disclosed and, where
possible or available, the amounts involved and other pertinent clarification.
Notices to the market and material disclosures are published, in accordance with our Policy, through the portal
http://www.valor.com.br/valor-ri/fatos-relevantes.
Material litigation disclosures are required to observe certain objective criteria, including the following:
Material litigation
Assessment of
prospects for a defeat
Probable defeat
Possible defeat
Remote defeat
Below 1 RV *
--
--
--
Between 1 RV and 3 RV
Material Fact
Notice to the Market
--
Above 3 RV
Material Fact
( )
( *)
RV is an acronym for Reference Value, which our bylaws define as an unit amount in the equivalent of 1% of the book value of
shareholders equity, as determined in the most recent full-year balance sheet statement.
In addition, any person with access to privileged information (an insider) is required to refrain from acting on such knowled ge
in any way, directly or indirectly for his own or a third partys benefit, which includes any type of insider trading. These persons
are also required to ensure persons working under him or her and persons of trust also refrain from acting on any information
to which they have access due to their position, and are held jointly liable for any insider trading or unauthorized disclosure
by the latter. Moreover, any person bound under our disclosure policy is required to sign an instrument of adherence to the
policy.
Under our disclosure policy and pursuant to the main provision of article 6 of CVM Ruling 358/02, our board and shareholders
may decide to halt prompt disclosure in exceptional instances where disclosing privileged information on a particular material
development could jeopardize our legitimate interests.
138
21.3. Directors and officers responsible for implementing, enforcing, assessing, monitoring compliance with
the disclosure policy.
Under our disclosure policy, the investor relations officer is responsible for implementing, enforcing, assessing and monitoring
compliance with the policy.
Under article 10 of our bylaws, every shareholder or group of shareholders sharing similar interests are required to give notice to
us disclosing any shares purchases (incremental or otherwise) which ultimately result in aggregate ownership interest in excess
of 5% of our issued and outstanding shares of common stock. Thereafter, any purchase of additional share lots representing an
interest in 2.5% (or multiples thereof) of our shares must also be disclosed. Any such disclosure must include information on the
identities of buyer(s) and seller(s), the purpose of the acquisition, the number of shares and percentage interest acquired and
other information required under article 12 of CVM Ruling 358/02.
22.
22.1.
EXTRAORDINARY TRANSACTIONS
Acquisition or disposition of material assets transacted outside the normal course of business.
In July 2010, following completion of a US$612 million bond offering whereby we sold global senior notes abroad, we used the
offering proceeds to purchase an additional 3.2% interest in CME shares, thereby raising from 1.8% to 5% our total ownership
interest in shares of the CME Group.
As result of our acquisition of additional shares in the CME Group, beginning from July 2010, we now account for this investment
under the equity method of accounting and recognize gains and losses from this investment in associate through profit or loss
(in the statement of income).
22.2.
Significant changes in the way business is conducted.
There have been no significant changes in the way we do business.

22.3.
Material contracts and agreements not directly related to the business activities.
There have been no material contracts or agreement not directly related to our business activities.
22.4.
There is no additional material information to be provided at this time under this section.
139

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BM&FBOVESPA S.A.

Bolsa de Valores, Mercadorias e Futuros

The Brazilian Securities, Commodities and Futures Exchange

Version 10 April 06, 2016.

PERSONS RESPONSIBLE FOR THE REFERENCE FORM ........................................ 3

INDEPENDENT AUDITORS ................................................................................... 3

SELECTED FINANCIAL AND OPERATING INFORMATION .................................... 4

RISK FACTORS ..................................................................................................... 9

MARKET RISKS ................................................................................................... 30

COMPANY HISTORY ........................................................................................... 33

MATERIAL ASSETS ............................................................................................. 53

MANAGEMENTS DISCUSSION ........................................................................... 61

SHAREHOLDERS MEETING; MANAGEMENT ...................................................... 86

MANAGEMENT COMPENSATION ......................................................................102

HUMAN RESOURCES ........................................................................................124

CONTROLLING OWNERSHIP ............................................................................126

RELATED PARTY TRANSACTIONS ....................................................................127

SECURITIES INFORMATION ............................................................................131

BUYBACK PROGRAMS; TREASURY STOCK .......................................................134

SECURITIES TRADING POLICY ........................................................................136

DISCLOSURE POLICY .......................................................................................138

EXTRAORDINARY TRANSACTIONS ..................................................................139

1. PERSONS RESPONSIBLE FOR THE REFERENCE FORM

Statements and identification of the persons responsible for this form.

Fax number +55 11 2573-4904 Email address : katia.sayuri@br.ey.com

Fax number +55 11 2573-4901 Email address : flavio.s.peppe@br.ey.com

2.3. Other material information

3. SELECTED FINANCIAL AND OPERATING INFORMATION

Consolidated financial statements

(in number of shares)

(in number of shares)

(in number of shares)

(in Brazilian reais)

(in Brazilian reais)

Shareholders equity per share

Earnings per share

Non-GAAP financial measures

Converted vested Options

Converted non-vested Options

Dividend and cash distributions policy

Years ended December 31, 2014, 2013 and 2012

Years ended December 31, 2014, 2013 and 2012

Summary of distributions of net income and retained earnings.

(in R$ thousands, unless otherwise indicated)

a. Adjusted net income (for distribution purposes)

d. Distributions by kind and class of shares

See the table below

See the table below

See the table below

e. Distribution payment dates

See the table below

See the table below

See the table below

ASM - March 30, 2015

ASM - March 24,

c. Distributions, as a percentage of adjusted net income

f. Rate of return on shareholders equity ROE (%)

July 31, 2012

October 31, 2012

December 17, 2012

Interest on shareholders equity

December 17, 2012