MANUAL FOR PARTICIPATION IN THE ANNUAL SHAREHOLDERS MEETING

So Paulo, February 20, 2014 Dear Shareholders, It is a pleasure to invite you to participate in the Annual Shareholders Meeting of BM&FBOVESPA S.A. So Paulo Stock, Commodities & Futures Exchange, which is being called to be held on March 24, 2014, at 12:00 p.m., at Rua XV de Novembro No. 275, Downtown, in the City of So Paulo, State of So Paulo, exceptionally not at the Company headquarters, on the terms of the Call Notice to be published in the Valor Econmico newspaper and in the Official Gazette of the State of So Paulo on February 21, 2014. In this introductory letter I would like to highlight that in the operational ambit the year 2013, such as in previous years, was marked by control of the costs and expenses incurred by the Company. Within the strategic ambit, BM&FBOVESPA continued with the conduction of its plan and has advanced in a number of projects that will support its future growth and strengthen its competitive position, like for example the delivery of the module of actions of the new PUMA Trading System and the beginning of the tests with the new clearinghouse for derivatives. It must stressed that 2013 was also marked by the divulgement (i) of the new Ibovespa (So Paulo Stock Exchange Index) methodology, causing the mentioned index to represent with more accuracy the performance of the Brazilian capital market; and (ii) of the Incentive Program for expansion of the personal investors base, having the purpose of creating incentives for an increase of entry of retail investors and of their participations in the spot stock market. Having presented the comments above, I inform you that the matters to be resolved in the Meeting are described in the Call Notice, in the Management Proposal and in this Manual, all of which are being divulged to the market today. The effective participation of the shareholders in this Meeting is of extreme importance. It is the opportunity to discuss and vote on the matters set forth for resolution, in view of the information disclosed, in order to take a conscious decision. In this sense, with the purpose of facilitating and encouraging the participation of its shareholders and strengthening the commitment of adopting the best corporate governance and transparency practices, BM&FBOVESPA will make available the Assembleias Online (Online Meetings) system of voting by means of electronic power of attorney, which may be accessed by registering on site www.assembleiasonline.com.br. I invite you to examine carefully the Manual for Participation in the Meeting and other documents that are available for the shareholders at the headquarters of the Company, on its
2

Investor Relations site (www.bmfbovespa.com.br/ri/), as well as on the site of BM&FBOVESPA (www.bmfbovespa.com.br) and of the Brazilian Securities Commission (www.cvm.gov.br). Very truly yours,

Pedro Pullen Parente Chairman of the Board of Directors

TABLE OF CONTENTS

CLARIFICATIONS AND ORIENTATIONS ............................................................................... 5 A. PARTICIPATION IN THE ANNUAL SHAREHOLDERS MEETING ..................................................... 6 A.1 POWER OF ATTORNEY................................................................................................................. 6 A.1.1 Electronic Power of Attorney ................................................................................................ 6 A.1.1.1 Shareholders not registered on the Assembleias Online platform .................................. 7 A.1.1.2 Shareholders already registered on the Assembleias Online platform ........................... 8 A.1.2 Physical Power of Attorney .................................................................................................... 8 A.1.2.1 PRE-ACCREDITATION.......................................................................................................... 10 A2. PUBLIC PROXY REQUESTS ........................................................................................................ 10 B. MATTERS TO BE RESOLVED IN THE ANNUAL SHAREHOLDERS MEETING OF BM&FBOVESPA ........................................................................................................................... 11 C. DOCUMENTS THAT ARE PERTINENT TO THE MATTERS TO BE RESOLVED IN THE ANNUAL SHAREHOLDERS MEETING OF BM&FBOVESPA ........................................................................ 14 Attachment I - Executive Officers Review of Financial Condition of BM&FBOVESPA ....... 17 Attachment II - Net Income Allocation Proposal ........................................................................ 37 Attachment III - Executive Compensation ................................................................................... 41

MANUAL FOR PARTICIPATION IN THE ANNUAL SHAREHOLDERS MEETING OF BM&FBOVESPA CONVENING ON MARCH 24, 2014 CLARIFICATIONS AND ORIENTATIONS This Manual contains the clarifications that are necessary to facilitate the participation of the shareholders in the Annual Shareholders Meeting of BM&FBOVESPA to be held on March 24, 2014, as well as information concerning matters to be resolved by the shareholders. This initiative seeks to coordinate the practices adopted by the Company of timely and transparent communication with its shareholders and the requirements of Law No. 6.404, of December 15, 1976, as subsequently amended (Corporations Law), and of CVM Instruction No. 481, of December 17, 2009 (CVM Instruction No. 481). In compliance with the determinations of the Corporations Law, BM&FBOVESPA will hold the Annual Shareholders Meeting called for: Date: March 24, 2014 Venue: Rua XV de Novembro No. 275, Downtown, So Paulo/SP Brazil Time: 12:00 p.m. The following matters included in the agenda will be resolved in the Annual Shareholders Meeting: (1) To receive the management report, and to receive, review and judge the consolidated financial statements as of and for the year ended December 31, 2013; (2) To resolve on the proposal on allocation of net income for the year ended December 31, 2013; and (3) To set the aggregate compensation payable in 2014 to members of the board of directors and the executive officers. The information on each one of the matters for the Annual Shareholders Meeting is detailed in item B of this Manual.

A.

PARTICIPATION IN THE ANNUAL SHAREHOLDERS MEETING

The participation of the Shareholders in the Meetings of the Company is of extreme importance. We inform that for the convening of the Annual Shareholders Meeting it will be necessary to have the presence of at least one quarter (1/4) of the capital stock the Company. If this legal quorum is not attained the Company will announce a new date for holding the Annual Shareholders Meeting on second call, when it may convene with the presence of any number of shareholders. The participation of the shareholders can be personal or by a duly established attorney-infact. It will be required to present the following documents, as the case may be: Natural persons ID of the shareholder or, if applicable, ID of his/her attorney-in-fact and the relevant power of attorney Corporate documents that evidence the legal representation of the shareholder ID of the legal representative

Legal persons

A.1.

POWER OF ATTORNEY

A.1.1 Electronic Power of Attorney With the purpose of facilitating and encouraging the participation of its shareholders BM&FBOVESPA will once again make available the Assembleias Online system, by means of which the shareholders can grant powers of attorney for resolution on all of the matters of the agenda of the shareholders meeting, by means of a valid digital certificate, either private or of the Infraestrutura de Chaves Pblicas Brasileiras ICP-Brasil (Brazilian Public Code Keys Infrastructure), on the terms of Provisional Remedy No. 2200-2, of August 24, 2001. In order to vote via Internet the shareholder must register on address www.assembleiasonline.com.br and obtain cost-free his/her/its digital certificate. The shareholders as from now may initiate the procedures to register and obtain the digital certificate. A power of attorney granted via the electronic platform must follow the rules described in item A.1.2 below for appointment of the attorneys-in-fact.

A.1.1.1

Shareholders not registered on the Assembleias Online platform

Step 1 Registration on the portal: a) Access address www.assembleiasonline.com.br, click on cadastro e certificado and select the adequate profile (individual or legal entity shareholder); b) Complete the register, click on cadastrar, confirm the data and you will immediately have access to the instrument of adherence in the case of an individual, or to the instrument of representation in the case of a legal entity. The instrument must be printed, initialed on all of the pages and executed with a certified signature. If the shareholder already has a digital certificate issued by the ICP-Brasil, it is necessary only to effect the registration and sign digitally the instrument of adherence or the instrument of representation, as the case may be, in order to be qualified to vote by means of the Assembleias Online portal. Thus, the shareholder may proceed directly to Step 3 described below. Step 2 Validation of the registration and receipt of the private digital certificate: a) The shareholder will receive by email from the Assembleias Online portal a list of documents that are necessary for validation of the registration, including the instrument of adherence or the instrument of representation, as the case may be. All of the documents must be sent by mail to the Assembleias Online address shown in the mentioned email. b) As soon as the documentation is validated by the Assembleias Online team the shareholder will receive a new email showing the procedures for issuance of the Assembleias Online Digital Certificate. c) After issuance of the certificate the shareholder is ready to vote via Internet in the Shareholders Meetings of BM&FBOVESPA. Step 3 Granting of power of attorney by electronic means: a) After completion of the steps designated above, in order to exercise your voting right by electronic power of attorney access address www.assembleiasonline.com.br, insert your login, select the Meeting of BM&FBOVESPA, vote and sign the power of attorney electronically; b) The shareholder will receive proof of his/her/its vote by email from the Assembleias Online portal. The shareholder will have the period from March 7, 2014 to 6:00 p.m. on March 21, 2014 to grant a power of attorney through the Assembleias Online portal.
7

A.1.1.2

Shareholders already registered on the Assembleias Online platform

In the event that the shareholder has already carried out previously steps 1 and 2 of item A.1.1.1 above, he/she/it must verify the validity of his/her/its digital certificate, so that if the term of effectiveness as expired he/she/it can provide for its renewal. For a renewal of the digital certificate issued by Certisign, it will be necessary to access the administrative menu through the Assembleias Online address, and opt for the service of renewal of digital certificate. After confirming the validity of his/her/its digital certificate, the shareholder is qualified to grant powers of attorney by means of the Assembleias Online platform, with observance of the instructions shown in address www.assembleiasonline.com.br and of step 3 of item A.1.1.1 above.

A.1.2 Physical Power of Attorney In addition to the granting of a power of attorney in electronic form, the powers of attorney may also be granted in the traditional form, by means of a physical instrument. On the terms of Article 126, Paragraph One, of the Corporations Law, the shareholder may be represented by an attorney-in-fact that has been appointed since one (1) year ago and that is a shareholder, attorney, financial institution or administrative officer of the Company. If the shareholder cannot be present at the Shareholders Meeting or cannot be represented by an attorney-in-fact of his/her/its choice, the Company makes available the names of three attorneys-in-fact to represent him/her/it following the voting orientation rendered by the shareholder: 1) to vote the shares IN FAVOR of the proposals and matters included in the order of business: Roberto Augusto Belchior da Silva, Brazilian, married, attorney, domiciled in this Capital City of So Paulo at Praa Antonio Prado No. 48, enrolled with at OAB/SP (Brazilian Bar Association Chapter So Paulo) under No. 113.495 and enrolled with the Individual Taxpayers Register of the Ministry of Finance under CPF/MF No. 867.075.747-87. 2) to vote the shares AGAINST of the proposals and matters included in the order of business: Marcelo de Siqueira Ferraz, Brazilian, divorced, business administrator, domiciled in this Capital City of the State of So Paulo at Praa Antonio Prado No. 48, bearer of Identity Card RG No. 15.992.504-SSP/SP, enrolled with CPF/MF under No. 800.202.676-49.
8

3) to ABSTAIN FROM VOTING the shares regarding the proposals and matters included in the order of business: Claudio Avanian Jacob, Brazilian, married, economist, domiciled in this Capital City of the State of So Paulo at Praa Antonio Prado No. 48, ID No. 20.772.903-7SSP/SP, enrolled with the CPF/MF under No. 163.260.048-02. Accordingly we present the sample of instrument of power of attorney below. The Company will not require certified signatures and/or consularization of the instruments of power of attorney granted by the shareholders to their relevant representatives. POWER OF ATTORNEY

POWER OF ATTORNEY [SHAREHOLDER], [IDENTIFICATION] (Grantor), in its capacity as shareholder of BM&FBOVESPA S.A. - Bolsa de Valores, Mercadorias e Futuros (Company), hereby establishes and appoints as its attorneys-in-fact: Roberto Augusto Belchior da Silva, Brazilian, married, attorney, domiciled in this Capital City of So Paulo, at Praa Antonio Prado No. 48, enrolled with at OAB/SP under No. 113.495 and enrolled with the Individual Taxpayers Register of the Ministry of Finance under CPF/MF No. 867.075.747-87, to vote FAVORABLY on the matters shown in the agenda, in accordance with the orientation expressed below rendered by the Grantor; Marcelo de Siqueira Ferraz, Brazilian, divorced, business administrator, domiciled in this capital City of the State of So Paulo, at Praa Antonio Prado No. 48, bearer of Identity Card RG No. 15.992.504-SSP/SP, enrolled with CPF/MF under No. 800.202.676-49, to vote AGAINST on the matters shown in the agenda, in accordance with the orientation expressed below rendered by the Grantor; Claudio Avanian Jacob, Brazilian, married, economist, domiciled in this Capital City of the State of So Paulo, at Praa Antonio Prado No. 48, ID No. 20.772.903-7SSP/SP, enrolled with CPF/MF under No. 163.260.048-02, to ABSTAIN on the matters shown in the agenda, in accordance with the orientation expressed below rendered by the Grantor; granting to them powers to attend, examine, discuss and vote on behalf of the Grantor in the Annual Shareholders Meeting of the Company to be held on March 24, 2014, at 12:00 p.m., at Rua XV de Novembro No. 275, Downtown, in the City of So Paulo, State of So Paulo, exceptionally not at the Company headquarters, in accordance with the orientations established below, concerning the following matters shown in the Agenda.

Agenda (1) To receive the management report, and to receive, review and judge the consolidated financial statements as of and for the year ended December 31, 2013; In favor ( ) Against( ) Abstention( ) (2) To resolve on the proposal on allocation of net income for the year ended December 31, 2013; In favor ( ) Against( ) Abstention( ) (3) To set the aggregate compensation payable in 2014 to members of the board of directors and the executive officers. In favor ( ) Against( ) Abstention( ) [City], [month] [day], [2014] _____________________________ Grantor By: (name) (title)

A.1.2.1 PRE-ACCREDITATION For the case of granting powers of attorney by physical means, the documents referred to in A and A.1.2 can be delivered at the headquarters of BM&FBOVESPA up to the time for opening the Shareholders Meeting. However, aiming at facilitating the access of the shareholders to the Shareholders Meeting, we ask that the delivery of such documents be made as early as possible, as from March 7, 2014. The documents must be delivered at Praa Antonio Prado No. 48, 4th floor, Centro, CEP: 01010-901, So Paulo/SP Brazil, care of the Investors Relations Executive Office, tel.: + 55 11 2565-5142, email: ri@bmfbovespa.com.br. A2. PUBLIC PROXY REQUESTS Shareholders that detain zero-point-five percent (0.5%) or more of the capital stock may enter public proxy requests on the Assembleias Online system, on the terms of the Corporations Law and of CVM Instruction No. 481. The public proxy requests must be accompanied by a draft of the power of attorney and by the information and other documents required in CVM Instruction No. 481, particularly in its Exhibit 23, and delivered at Praa Antonio Prado No. 48, 7th floor, Downtown, Postal Code: 01010-901, So Paulo/SP Brazil, care of the Products and Investors Relations Executive
10

Officer of the Company, Mr. Eduardo Refinetti Guardia. The Company will fulfill the public proxy requests submitted by the shareholders within two (2) business days counting from the date of the relevant request, showing the same highlight on the Assembleias Online system as for the other documents made available by the Company. The Company and its management are not responsible for the information contained in public proxy requests made by shareholders.

B. MATTERS TO BE RESOLVED IN THE ANNUAL SHAREHOLDERS MEETING OF BM&FBOVESPA On the terms of the Corporations Law once every year, within the first four months following the end of the fiscal year, it is necessary to provide for the holding of Annual Shareholders Meeting to resolve on the financial statements, the allocation of net income, the establishment of the amount of the remuneration of the administrative officers and, if applicable, the election of the members of the Board of Directors and of the Audit Committee. Below are presented the clarifications of the Management of BM&FBOVESPA concerning each one of the items that are to be resolved in the Annual Shareholders Meeting of March 24, 2014: First Item To receive the management report, and to receive, review and judge the consolidated financial statements as of and for the year ended December 31, 2013. The Management Report and the Financial Statements of the Company prepared by the management of BM&FBOVESPA, together with the opinion of the independent auditors and the report of the Audit Committee, relative to the fiscal year ended December 31, 2013, and published on February 14, 2014 in the Valor Econmico newspaper and on February 15, 2014 in the Official Gazette of the State of So Paulo, were approved by the Board of Directors in a meeting held on February 13, 2014. Financial Statements The Financial Statements convey the economic-financial situation of the Company, as well as the statements of net equity of the last fiscal year, enabling the shareholders to assess the equity situation and the level of profitability of BM&FBOVESPA. Such Statements comprise the Balance Sheet, the Statement of Stockholders Equity, the Statement of Cash Flows, the Statement of Income and the Statement of Added Value. The financial statements are supplemented by explanatory notes that have the purpose of assisting the shareholders in analyzing and understanding the statements.

11

Management Report Accompanying the Financial Statements is the Management Report, a document that presents information of a financial nature, such as for example the principal accounts of the statement of income for the last fiscal year and also information of a non-financial, statistical and operational nature, such as information related to the collaborators of the Company, to its controlled subsidiaries, to its social responsibility, to its corporate governance and to the capital market, in significantly encompassing format. Opinion of the Independent Auditors Ernst&Young Auditores Independentes examined the mentioned financial statements and issued an opinion that they represent adequately, in all of the relevant aspects, the equity and financial position of BM&FBOVESPA and of its controlled subsidiaries. Documents Presented by the Management of the Company The following documents relative to this item of the agenda are available for the shareholders at the headquarters of the Company, on its Investors Relations page and on the sites of BM&FBOVESPA and of the Brazilian Securities Commission: (a) Management Report; (b) Financial Statements for fiscal year 2013; (c) Comments of the board members on the financial situation of BM&FBOVESPA that are required by item 10 of the Reference Form, as per Instruction No. 480, of December 7, 2009, of the Brazilian Securities Commission (CVM Instruction No. 480), which are also shown in Exhibit I to this document; (d) Opinion of the Independent Auditors; (e) DFP (Standardized Financial Statements) Form; and (f) Report of the Audit Committee, which presents its conclusions concerning the activities conducted by it in year 2013. Second Item To deliberate about the proposal on allocation of net income for the year ended December 31, 2013.

The net income of R$1,081,516,765.50 earned by BM&FBOVESPA in the fiscal year ended December 31, 2013 corresponds to the results obtained in that fiscal year after deduction of the provision for Income Tax and social contributions. In a meeting held on February 13, 2014 the Board of Directors of the Company resolved to allocate the net income for the fiscal year as described on the terms below, which proposal will be submitted for approval by the shareholders in the Annual Shareholders Meeting: (i) R$865,213,000.00 for the mandatory dividends, which after offsetting the interim dividends paid relative to fiscal year 2013, in the amount of R$669,510,000.00, and of the interest on equity paid for fiscal year 2013, in the amount of R$50,000,000.00, will result in an outstanding balance of R$145,703,000.00, which
12

it is proposed be distributed to the shareholders on account of dividends, resulting in a value of R$0.07847515 per share (estimated value, which can be modified on account of the disposal of treasury shares to fulfill the exercise of purchase options for shares granted based on the Purchase Option Plan for Shares of the Company and for any acquisition of shares within the scope of the Plan for Repurchase of Shares of the Company); and (ii) R$216,303,765.50 for accrual of the statutory reserve for investments and composition of the funds and mechanisms for safeguarding the Company.

The proposal of the Management of BM&FBOVESPA also provides that the payment be effected on June 27, 2014, with observance of the value of R$0.07847515 per share (estimated value, which can be modified on account of the disposal of treasury shares to fulfill the exercise of purchase options for shares granted based on the Purchase Option Plan for Shares of the Company and for any acquisition of shares within the scope of the Plan for Repurchase of Shares of the Company), using as a calculation base the equity position on June 11, 2014. The information concerning allocation of net income required by Exhibit 9-1-II of CVM Instruction No. 481 is shown in Exhibit II hereto. Third Item To set the aggregate compensation payable in 2014 to members of the board of directors and the executive officers.

In a meeting held February 13, 2014 the Board of Directors of the Company resolved that the proposal for annual overall remuneration to be presented to the Annual Shareholders Meeting is of not more than R$5,967,000.00 for the Board of Directors and not more than R$18,085,000.00 for the Executive Board. These amounts of remuneration concern the period comprised from January to December 2014. The mentioned proposed remuneration is presented below, with details that enable a more accurate analysis by the shareholders:

Proposal of Remuneration for Fiscal Year 2014 (R$M) DIRECTORS AND OFFICERS Board Members Executive Officers TOTAL Fixed Remuneration 5,967 4,778 10,745 Benefits 917 917 Short-Term Variable Remuneration 12,390 12,390 TOTAL 5,967 18,085 24,052

13

Fixed Remuneration The fixed compensation of the executive officers is paid in 13 monthly payments over the year. The compensation is adjusted on a yearly basis, as required under the collective bargaining agreement. In addition to earning a fixed monthly compensation, the directors that participate in any board advisory committees are further entitled to an additional fixed monthly remuneration. For the Chairman of the Board of Directors, there is an additional fixed six-monthly remuneration. Benefits The benefits represent the aggregate of a package consisting of health and dental care plan, medical check-up, life insurance, meal vouchers, use of company car (including parking privileges), mobile phone, and pension fund. The benefits package has been designed to attract and retain top executive talent, and offer executive officers advantages at least comparable to market practices at a level of similar functions. Short-Term Variable Remuneration Short-term variable compensation is based on performance target indicators and goals which are taken into account for purposes of allocating and apportioning the short-term variable compensation, which are: (i) in line with our variable compensation policy, as applied using salary multiples that differ in correlation to executive rank, (ii) on the basis of both individual performance evaluations (which assess function-related factors and job level), and (iii) the Companys overall performance (actual versus target indicators), as further detailed below. The key performance indicator the board elected as the 2013 performance target has been set in terms of level of spending. The aggregate amount of the 2013 short-term variable compensation payable to officers and executives of the Company will be calculated on the basis of actual adjusted net income (GAAP net income), taking into account the level of spending vis--vis the operating expense budget for 2013. Thus, assuming the spending target is met, the variable compensation should represent 3.5% of GAAP net income. However, if spending exceeds the target, the amount attributable to officers and executives by way of variable compensation will decrease by a given reduction factor. Of this total, a portion will be allocated to the Statutory Executive Board and its distribution will follow the rule of salary multiples per level and differentiation based on individual performance. The information on the remuneration of the administrative officers required by item 13 of the Reference Form provided by CVM Instruction No. 480 is shown in Exhibit III hereto. C. DOCUMENTS THAT ARE PERTINENT TO THE MATTERS TO BE RESOLVED IN THE ANNUAL SHAREHOLDERS MEETING OF BM&FBOVESPA The following documents are available for the Shareholders at the headquarters of the Company, in its Investors Relations site (www.bmfbovespa.com.br/ri/), as well as in BM&FBOVESPA site (www.bmfbovespa.com.br) and Brazilian Securities Commission site (www.cvm.gov.br):

14

 Call Notice Financial Statements for the fiscal year ended December 31, 2013 (Management Report, Financial Statements, Opinion of the Independent Auditors and of the Audit Committee) Form DFP (Standardized Financial Statements) Report of the Audit Committee Minutes of the meeting of the Board of Directors held on February 13, 2014 with the Proposal for Allocation of Profit for the fiscal year ended December 31, 2013 Proposal by the Board of Directors showing the information relative to the proposal for allocation of the results required in Exhibit 9-1-II of CVM Instruction No. 481 Comments by the Executive Officers on the financial situation of BM&FBOVESPA item 10 of the Reference Form, as per CVM Instruction No. 480 Information on the remuneration of the administrative officers item 13 of the Reference Form, as per CVM Instruction No. 480.

We stress that in order to clarify any doubts the Investors Relations Executive Office should be contacted on telephones +55 11 2565-4007, 2565-4729, 2565-4418, 2565-4834 or 2565-4207 or by email sent to ri@bmfbovespa.com.br.

15

ATTACHMENTS

16

ATTACHMENT I Executive Officers Review of Financial Condition of BM&FBOVESPA (Reference Form, Section 10)
10. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 10.1 Managements discussion and analysis. a. financial condition and net equity position

Year ended December 31, 2013 compared with year ended December 31, 2012.
The year 2013 was marked by important developments pertaining to the markets we operate as well as developments related to our products and offerings. The stock market has seen a boost in trading activity which led to record high average value traded, to R$7.42 billion in 2013 from R$7.25 billion in 2012, in the wake of an upsurge in turnover velocity1, despite the unmoving equity market capitalization 2. In contrast, while the volumes traded in financial and commodity derivatives were somewhat subdued, to 2.85 million in 2013 from 2.90 million in 2012, a slightly decrease of 1.8% in the average daily traded value, and the average rate per contract (RPC) went up 7.6%, to R$1.282 in 2013 from R$1.191 in 2012, raising revenues, primarily because a substantial portion of the volumes correlate with contracts for which we charge U.S. dollar-denominated fees, so that ultimately these revenues were positively influenced by the depreciation of the Brazilian real against the U.S. 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 spring a 3.5% year-on-year climb in total revenues. Reflecting this performance, our consolidated total revenues climbed 3.5% year-over-year, to R$2,370,229 thousand in 2013 from R$2,289,023 thousand one year ago, as the outcome of a 5.9% rise in revenues from trading and clearing fees earned in our BM&F segment coupled with a 1.0% drop in revenues from trading and clearing fees earned in our Bovespa segment; and an important contribution from revenues unrelated to trading volumes, which surged 10.4% year-over-year. Once again, our unwavering efforts to controlling costs and expenses drove us to successfully contain the build-up in adjusted expenses3 below the average inflation rate to R$575,764 thousand in 2013 from R$563,487 thousand in 2012, an increase of 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 2.5% year-on-year to R$1,334,635 thousand from R$1,301,670 thousand previously, while the consolidated GAAP net income (attributable to BM&FBOVESPA shareholders) increased 0.7% to R$1,081,516 thousand from R$1,074,290 thousand one year ago. Last, but not least, BM&FBOVESPA is well-positioned to capture future growth opportunities the Brazilian market will certainly continue to offer, though it must be said the economic outlook as 2013 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

Turnover velocity for the year is defined as the ratio of annualized turnover (value) of stocks traded on the cash market over a twelve -month period to average market capitalization for the same period. 2 Equity market capitalization is a measure of the size of the stock market given by the total market capitalization of all lis ted issuers, where the market capitalization by issuer is calculated as stock price multiplied by the number of shares outstanding of each listed issuer (Bovespa segment) . 3 The operating expenses have been adjusted to eliminate expenses with depreciation, the stock options plan, taxes related to equity in results of investees (CME Group), allowance for doubtful accounts, and a R$92,342 thousand contribution to the Investor Compensation Mechanism (MRP) late in 2011. The purpose of these adjustments is to measure operating expenses after eliminating expenses with no impact on cash flow and non-recurring expenses.

17

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.

Year ended December 31, 2012 compared with year ended December 31, 2011.
BM&FBOVESPA delivered solid operating performance in 2012, which in our BM&F segment (financial and commodity derivatives) translated into growth and record high volumes, whereas growth in our Bovespa segment (equities, equity-based derivatives and index-based derivatives) was driven primarily by increase in turnover velocity, spurred mainly by the increase in average daily value traded by foreign investors. The primary reasons for this are twofold: one, the fact that most of the high frequency trading volume originates cross border; two, a shift in monetary policy which in December 2011 led the Government to remove the 2% tax on financial transactions (IOF tax) levied on hot money inflows for investments in variable-income securities. In turn, the record growth in the BM&F segment was pushed mainly by increase in average daily volume traded in Brazilian-interest rate contracts, the most actively traded contract group. In addition, the average rate per contract (RPC) climbed both as a result of the increase in volumes traded in longer-maturity Brazilian-interest rate contracts and because the RPC for FX contracts was positively influenced by the depreciation of the Brazilian real against the U.S. dollar, since our rates for these contracts are denominated in U.S. dollars. A combination of factors explains the increase in trading volume and greater concentration on longer term interest rate contracts, prime among which are the structural change brought about by drastic cuts in the real interest rate, coupled with increased credit availability and the greater portion of fixed interest-bearing government debt relative to total public debt. Reflecting this operating performance, our consolidated total revenues climbed 8.2% year-over-year, to R$2,289,023 thousand from R$2,115,983 thousand one year ago, driven by (i) a 7.2% rise in revenues from trading and clearing fees derived in the Bovespa segment; (ii) a 13.9% climb in revenues from trading and clearing fees earned in the BM&F segment; and (iii) a 0.5% drop in other operating revenues unrelated to trading volume. The consolidated total expenses fell 6.6% year-over-year, to R$763,080 thousand from R$816,664 thousand in the prior year. As adjusted to eliminate non-recurring expenses and expenses with no impact on cash flow, the adjusted expenses decreased 3.6% to close the year quite near the lower endpoint of the revised budget interval. In August 2012, true to our commitment to controlling costs and expenses, we revised the adjusted opex guidance to an interval between R$560,000 R$580,000 thousand from R$580,000 R$590,000 thousand previously. Contrasting to operating performance, which the slash in real interest rates strengthened by spurring trading volumes in the BM&F segment, our interest revenues dwindled as a result of a plunge in interest earned on our cash availabilities and financial investments (the large part of which earn fixed-interest rates), coupled with a jump in interest expenses attributable to the appreciation of the U.S. dollar against the Brazilian real, as most our interest expenses are denominated in U.S. dollars. As a result, net interest income shrank 25.6% year-over-year to R$208,851 thousand from R$280,729 thousand one year earlier. Thus, the consolidated operating income climbed 19.6% from one year ago, while the consolidated net income attributable to shareholders rose 2.5%. Our performance in 2012 bolstered our strong financial position further. 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, 2013 - 74.5% equity and 25.5% liabilities, (ii) at December 31, 2012 - 80.4% equity and 19.6% liabilities,

(iii) at December 31, 2011 - 81.6% equity and 18.4% liabilities.

Year ended December 31, 2013 Year ended December 31, Year ended December 31, 2011 4,332,431 19,257,491 23,589,922 18.4% 81.6% 100.0% 2012 (in R$ thousands, except for percentages) 25.5% 4,733,232 19.6% 74,5% 100.0% 19,413,882 24,147,114 80.4% 100.0%

Current and noncurrent liabilities Shareholders equity Total liabilities and shareholders equity

6,597,767 19,298,892 25,896,659

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)).
Year ended December 31, 2013 Total onerous liabilities Interest payable on debt issued abroad and loans Debt issued abroad and loans Shareholders equity Total onerous liabilities and shareholders equity 1,468,322 42,129 1,426,193 19,298,892 20,767,214 92.9% 100.0% 7.1% Year ended December 31, 2012 Year ended December 31, 2011 6.2% 1,172,225 33,566 1,138,659 93.8% 100.0% 19,257,491 20,429,716 94.3% 100.0% 5.7%

(in R$ thousands, except for percentages)

1,279,121 36,882 1,242,239 19,413,882 20,693,003

18

Thus, taking into account both total liabilities (current and noncurrent liabilities) and onerous liabilities (debt and interest on debt), the above data show we adopt conservative leveraging practices. i. events of redemption ii. 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$1,334,635 thousand in 2013, R$1,301,670 thousand in 2012 and R$1,088,020 thousand in 2011, and consolidated operating margins of 62.6%, 63.0% and 57.1%, respectively, as well as yearly net income attributable to shareholders amounting to R$1,081,516 thousand, R$1,074,290 thousand and R$1,047,999 thousand for the same three years, respectively. Additionally, our consolidated cash and cash equivalents coupled with short- and long-term financial investments reached R$4,870,760 thousand in 2013 (18.8% of total assets), R$3,850,639 thousand in 2012 (15.9% of total assets) and R$3,782,411 thousand in 2011 (16.0% 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$2,072,989 thousand at year-end in 2013 versus R$1,134,235 thousand and R$1,501,022 in 2012 and 2011, respectively. Accordingly, our net indebtedness ratio (see subsection 10.1(f) below) at December 31, 2013, was a negative number (R$1,279,524 thousand, negative) which compares with equally negative figures for 2012 and 2011 (R$1,393,308 thousand and R$1,070,126 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 case we have also accessed the capital markets (by issuing global senior notes in a 2010 bond offering) as an alternative 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 to be used 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. In any event, while there are no reasons to believe we could experience liquidity deficiencies, should there be any need for us to source additional funding in order to cover deficiencies, we would benefit from investment grade ratings4 (foreign and local currency) assigned to us by prime credit rating agencies in order to obtain financing through any of the above sources. 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 5.1% of the shares of common stock (from 1.8% earlier).

Standard & Poors Issuer credit rating of BBB+ (foreign and local long-term); Outlook: Credit Watch / Issuer credit rating of A-2 (foreign and local short-term); Moodys Issuer ratings of A3 on the global scale and A3 on the Brazilian national scale / Notes rating of Baa1. The outlook is stable.

19

As translated into Brazilian reais, the balance of our debt under the global notes as of December 31, 2013, was R$1,468,322 thousand (including accrued interest of R$42,129 thousand), as compared to R$1,279,121 thousand (accrued interest of R$36,882 thousand) at December 31, 2012 and R$1,172,225 thousand (accrued interest of R$33,566 thousand) at December 31, 2011. Moreover, at December 31, 2013, the fair value of our debt under the notes, as determined based on market data, was R$1,528,651 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 Inc. 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, 2013). 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 the hedge effectiveness periodically 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 ov er 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 retrospectively and prospectively, having determined that there was no realizable ineffectiveness at December 31, 2013. The table below sets forth data related to our debt service coverage ratio.
Debt service coverage ratio
Gross debt service Cash and cash equivalents, plus short- and long-term financial investments (*) Net debt service
( )

Years ended December 31, 2013 1,468,322 2,747,846 (1,279,524) 2012

(in R$ thousands)

2011 1,172,225 2,242,351 (1,070,126)

1,279,121 2,672,429 (1,393,308)

* 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.

(ii)

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 long-term 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, 2013, constitute unsecured debt.

20

(iv)

restrictions related to indebtedness level and new financing, dividend declaration, assets sales, 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 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 subsidiary s sale and lease-back transactions (with certain exceptions), should not exceed 20% of our consolidated net tangible assets (as defined);

Limitation on mergers, consolidations or business combinations a provision restricting our ability to merge,
consolidate 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. g. Restrictions on use of the proceeds of financing previously undertaken.

However, these limitations and requirements include a number of exceptions which are set forth in the indenture. 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 as of and for December 31, 2013, and the comparative financial statements as of and for December 31, 2012 and 2011, have been prepared and are presented in accordance with the accounting standards generally accepted in Brazil. Moreover, started from 2011, the results of the financial intermediation operations (custody services and local representation for nonresident investors) of our subsidiary BM&FBOVESPA Settlement Bank were reclassified to the other revenues line item, with no impact on net income and shareholders equity. Before 2011 we recognized these results under the net interest income (expense) line item.

Selected financial information.

The tables below set forth selected financial information from our financial statements at December 31, 2013, 2012 and 2011. For better comparability and 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 only the revenue line items that accounted for over 3.0% of net revenue for the year ended December 31, 2013; 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. the balance sheet presents only the main line items which accounted for over 4.0% of total assets as of December 31, 2013.

Selected financial information from the consolidated balance sheet statements. Information selected from

Other selected financial information. Other financial information selected by management includes data

under lines items 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) Years ended December 31,
Variation Variation
2012/201 1

2013
(In R$ thousands)

AV%
(%)

2012
(In R$ thousands)

AV%
(%)

2011
(In R$ thousands)

AV%
(%)

2013/201 2

(%)

(%)

Total revenues Revenues from trading and/or clearing services BM&F segment Derivatives Revenues from trading and/or clearing services-

2,370,229 111.2 916,530 897,098 1,023,978 43.0 42.1 48.0

2,289,023 110.9 865,874 848,858 1,034,007 41.9 41.1 50.1

2,115,983 111.1 760,245 744,018 964,702 39.9 39.1 50.6

3.5 5.9 5.7 -1.0

8.2 13.9 14.1 7.2

21

Bovespa segment Trading fees trading systems Clearing fees clearing and settlement systems Other revenues Securities lending Depository, custodian, back-office services Market data (vendors) Deductions from revenues Net revenue Expenses Personnel and related charges Data processing Depreciation and amortization Marketing and promotion Operating income Equity in results of investees Interest income, net Interest income Interest expenses Income (loss) before taxation on profit Income and social contribution taxes Current Deferred Net income (loss) for the year Net income attributable to BM&FBOVESPA shareholders

192,985 804,570 429,721 102,186 116,305 69,236 (238,434) (797,160) (356,120) (111,797) (119,661) (15,043) 1,334,635 171,365 181,535 300,023 (118,488) 1,687,535 (606,588) (60,097) (546,491) 1,080,947 1,081,516

9.1 37.7 20.2 4.8 5.5 3.2 -11.2 -37.4 -16.7 -5.2 -5.6 -0.7 62.6 8.0 8.5 14.1 -5.6 79.2 -28.5 -2.8 -25.6 50.7 50.7

243,181 769,221 389,142 77, 063 102,763 67,668

11.8 37.3 18.8 3.7 5.0 3.3

540,391 396,023 391,036 74,030 91,353 65,049

28.4 20.8 20.5 3.9 4.8 3.4

-20.6 4.6 10.4 32.6 13.2 2.3 6.3 3.2 4.5 0.6 8.7 27.6 -22.0 2.5 14.8 -13.1 0.9 34.1 1.7 3.6 -10.7 5.5 0.6 0.7

-55.0 94.2 -0.5 4.1 12.5 4.0 6.1 8.4 -6.6 0.6 -1.5 24.6 -50.1 19.6 -32.0 -25.6 -16.9 14.8 4.5 8.5 36.2 5.7 2.5 2.5

(224,273) -10.9 2,064,750 100.0 (763,080) -37.0 (353,880) -17.1 (102,805) -5.0 (93,742) -4.5 (19,280) -0.9 1,301,670 149,270 208,851 297,217 (88,366) 1,659,791 63.0 % 7.2 10.1 14.4 -4.3 80.4

(211,299) -11.1 1,904,684 100.0 (816,664) -42.9 (351,608) -18.5 (104,422) -5.5 (75,208) -3.9 (38,609) -2.0 1,088,020 219,461 280,729 357,720 (76,991) 1,588,210 57.1 11.5 14.7 18.8 -4.0 83.4

2,131,795 100.0

(585,535) -28.4 (67,314) -3.3 (518,221) -25.1 1,074,256 1,074,290 52.0 52.0

(539,681) -28.3 (49,422) -2.6 (490,259) -25.7 1,048,529 1,047,999 55.1 55.0

Selected Financial Information

(from the Consolidated Balance Sheet Statements)

Years ended December 31,

Variation Variation
2012/201 1

2013
(In R$ thousands)

AV%
(%)

2012
(In R$ thousands)

AV%
(%)

2011
(In R$ thousands)

AV%
2013/2012

(%)

(%)

(%)

ASSETS
Current assets Cash and cash equivalents Financial investments Noncurrent assets Long-term receivables Financial investments Investments Investment in associate Intangible assets Goodwill Total assets

4,319,483 16.7 1,196,589 4.6 2,853,393 11.0 21,577,176 83.3 1,135,424 820,778 4.4 3.2

3,536,282 14.6 43,642 0.2 3,233,361 13.4 20, 610,832 85.4 808,868 573,636 3.3 2.4

2,401,134 10.2 64,648 2,128,705 1,767,411 1,589,058 0.3 9.0 7.5 6.7

22.1 2,641.8 -11.8 4.7 40.4 43.1 14.3 14.5 1.0 0.0 7.2 63.2 82.8 26.5 14.8 32.0 -0.6

47.3 -32.5 51.9 -2.7 -54.2 -63.9 8.1 8.2 1.0 0.0 2.4 -14.0 -24.4 27.9 9.1 44.4 0.8

21,188,788 89.8

3,346,277 12.9 3,312,606 12.8 16,672,325 64.4 16,064,309 62.0 25,896,659 100. 0

2,928,820 12.1 2,893,632 12.0 16,512,151 68.4 16,064,309 66.5 24,147,114 1,660,609 1,134,235 1,242,239 1,739,644 100. 0 6.9 4.7 5.1 7.2

2,710,086 11.5 2,673,386 11.3 16,354,127 69.3 16,064,309 68.1 23,589,922 1,929,946 1,501,022 1,138,659 1,204,582 100. 0 8.2 6.4 4.8 5.1

LIABILITIES AND SHAREHOLDERS EQUITY

Current liabilities Collaterals for transactions Noncurrent liabilities Debt issued abroad and loans Deferred income tax and social contribution Shareholders equity Capital and reserves attributable to shareholders Capital stock Capital Reserves Total liabilities and shareholders equity

2,710,846 10.5 2,072,989 1,426,193 2,295,774 8.0 5.5 8.9 3,886,921 15.0

3,072,623 12.7

2,402,485 10.2

19,298,892 74.5

19,413, 882 80.4

19,257,491 81.6

2,540,239 9.8 16,056,681 62.0 25,896,659 100. 0

2,540,239 10.5 16,037,369 66.4 24,147,114 100. 0

2,540,239 10.8 16,033,895 68.0 23,589,922 100. 0

0.0 0.1 7.2

0.0 0.0 2.4

22

COMPARATIVE ANALYSIS OF CONSOLIDATED STATEMENTS OF INCOME

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$2,370,229 thousand, rising 3.5% year-overyear due primarily to increase in revenues from operations in the segment for financial and commodity derivatives as well as other revenues unrelated to trading and clearing activities, which, however, were counterbalanced by the year-on decrease in revenues earned in the Bovespa segment.

Revenues from trading and clearing fees BM&F segment

This line item increased 5.9% year-over-year totaling R$916,530 thousand (38.7% of total revenues), where R$897,098 thousand relates to fees earned on trades in financial and commodity derivatives. This climb is due mainly to a 7.6% year-on climb in average RPC, which, however, was not fully captured due to a 1.8% tumble in volumes traded within the segment.

Revenues from trading and clearing fees Bovespa segment

This line item gave back 1.0% year-on-year totaling R$1,023,978 thousand, and accounted for 43.2% of total revenues. This fall is explained by a 4.5% margin drop (to 5.423 basis points from 5.676 basis points one year ago) attributable primarily to changes in pricing policies (including rate cuts for trades in cash equities by foreign and retail investors) coupled with a spike in trading activity by investors that enjoy discounts by volume range and a plunge in value traded in single stocks (relative to overall trading value). Nonetheless, the impact of this margin drop was somewhat evened out by a 2.3% upsurge in average trading value.

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 ago, due primarily to the changes in pricing policies implemented in April 2013 for a price structure rebalancing (trading and clearing fee rates) which included a cut in trading fees for different investor groups.

Clearing fees clearing and settlements systems. This revenue line went up 4.6% year-over-year, to R$804,570
thousand from R$769,221 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$429.721 thousand, a 10.4% rise from the year-ago, and accounted for 18.1% of total revenues, primarily as a result of changes in revenue line items unrelated to trading and clearing operations, as follows:

Securities lending services. Revenues of R$102,186 thousand (4.3% of total revenues) soared 32.6% year-over-year

due mainly to a 27.5% year-on rise in financial value of open interest positions at year-end, whose average reached R$40.8 billion.

Depository, custody, back office services.

Revenues of R$116,305 thousand (4.9% of total revenues) went up 13.2% year-on-year explained mainly by a 4.6% climb in average number of custody accounts (assets under custody at our central securities depository) as well as the higher revenues we derived from operating the Treasury Direct platform and from registration services for transactions in agribusiness credit bills (locally known as LCAs, Letras de Crdito do Agronegcio).

Market data (vendors).

At R$69,236 thousand (2.9% of total revenues) this revenue line item picked up 2.3% year-over-year. This slight climb is attributable mainly to appreciation of the U.S. dollar versus the Brazilian real, as we derive about half of this revenue line from fees denominated in U.S. dollars which we charge from foreign customers.

Deductions from revenue

Deductions from revenue totaled R$238,434 thousand, a 6.3% year-on rise (proportionately higher than the climb in revenues) attributable mainly to the lower offsettable amount of credits from PIS and Cofins taxes related to revenue inputs. However, we should note that some of the PIS-Cofins related tax credits generated in 2013 will be offsettable against 2014 revenues.

Net revenue

As a result of the changes in revenue line items discussed above, the net revenue climbed 3.2% year-over-year, to R$2,131,795 thousand from R$2,064,750 thousand one year ago.

Expenses

Expenses totaling R$797,160 thousand rose 4.5% year-over-year. Set forth below is a discussion of the principal changes in operating expense line items.

Personnel and related charges.

This expense line totaled R$356,120 thousand, up slight 0.6% year-on-year. However, the comparability of these expenses has been somewhat hampered by a R$27,533 thousand provision recognized in 2012 in connection with our employees healthcare plan. As adjusted to eliminate the provision, this line item would have recorded a 9.1% year-on surge in expenses with personnel and related payroll charges, reflecting mainly the annual wage increase prescribed under our collective bargaining agreement and a fall in capitalized personnel expenses related to ongoing projects (capitalized personnel expenses for 2013 came R$9.5

23

million lower than the amount capitalized one year ago).

Data processing. The expenses in this line item totaled R$111.797 thousand, up 8.7% year-on-year due mainly to
a rise in expenses with software and hardware services and maintenance related to trading platforms rolled out over the year, including the equities module of our PUMA Trading System in April 2013.

Depreciation and amortization. The expenses in this line item totaled R$119.661 thousand, up 27.6% year-on-year
primarily due to the start of operations of our new information technology platforms, in particular, the ensuing additional depreciation of (i) the equities module of our PUMA Trading System; and (ii) the ERP solution implemented in 2013. to the reprioritization of our marketing campaigns for the year and cuts in advertising expenses.

Marketing and promotion. This expense line hit R$15,043 thousand plummeting 22.0% year-on-year due primarily Sundry. This expense line hit R$55,715 thousand, down 13.7% year-on-year due primarily to R$15 million in

proceeds from fines having been transferred to BM&FBOVESPA Market Surveillance (BSM) at end-2012 to fund its operations.

Operating income

At R$1,334,635 thousand, the operating income (revenues, net of expenses) was up 2.5% 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 net share of gain from the equity-method investment in CME Group shares went up 14.8% from one year ago, totaling R$171,365 thousand, where R$64,847 thousand were provisioned as recoverable tax paid abroad. This rise in equity-method gain reflects not only the improved results of operations ascertained by the CME Group, but also the effects of the local currency depreciation vis--vis the U.S. dollar.

Interest income, net

Net interest income for the year hit R$181.535 thousand, down 13.1% year-on-year due primarily to a 34.1% jump in interest expenses, which hit R$118.488 thousand in 2013, due mainly to the local currency depreciation against the U.S. dollar, since most our interest expenses correlate with debt under global senior notes issued in a July 2010 cross-border offering. In turn, our interest income was up mere 0.9%, virtually keeping a steady line from the prior year to R$300,023 thousand.

Income before taxation on profit

Income before taxation on profit rose by 1.7% year-over-year, to R$1,687,535 thousand from R$1,659,791 thousand one year ago.

Income tax and social contribution

Income before taxes totaled R$606,588 thousand and include R$60,097 thousand in current income tax and social contribution (related mainly to the offset portion of R$64,847 thousand in income tax paid overseas and recognized under equity in results of investee, with the balance of R$4,750 thousand consisting of temporary tax credits for future offsetting). Additionally, at R$546,491 thousand, the line item deferred income tax and social contribution breaks down as follows: (i) recognition of deferred tax liabilities of R$555,648 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$9,157 thousand 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 from R$1,074,256 thousand at December 31, 2012.

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 the higher revenues earned in our BM&F segment and revenues from services unrelated to trading and clearing operations ( volume-unrelated revenues) and gain on the equity-method investment, which were partially canceled out by higher than anticipated expenses and the retreat in net interest income.

Year ended December 31, 2012 compared with year ended December 31, 2011. Total revenues

Total revenues for the year ended December 31, 2012, amounted to R$2,289,023 thousand, rising 8.2% year-overyear due primarily to revenue increases in both the Bovespa and BM&F segments.

Revenues from trading and clearing fees BM&F segment

At R$865.874 thousand (where R$848,858 thousand relates to fees earned on trades in financial and commodity derivatives), this line item increased 13.9% year-over-year reflecting a 7.3% climb in overall trading volume for the segment and 7.7% jump in average rate per contract, as previously discussed herein.

Revenues from trading and clearing fees Bovespa segment

At R$1,034,007 thousand, this line item jumped 7.2% year-over-year due mainly to an 11.7% rise in trading

24

volume for the segment, which, however, was partially counterbalanced by a 2.2% margin drop (to 5.676 bps from 5.793 bps one year earlier) attributable to the higher volumes of high frequency and intraday trading, since we charge lower fees these types of transactions. In addition, on a year-over-year basis, the 2012 revenues were toned down by fewer trading sessions than last year (246 trading sessions in 2012 versus 249 in 2011).

Trading Fees trading systems. This revenue line item declined 55.0% year-on-year, to R$243,181 thousand from
R$540,391 thousand one year ago, driven by our pricing policy implemented in September 2011, which rebalanced the price structure in line with our cost structure, ultimately cutting down the average fee rate for trading, whereas pushing up the average fees for clearing and settlement transactions, such that the cost of trading for investors would not be impacted.

Clearing fees clearing and settlements systems. The revenue from fees our equities clearing house charges on

clearing and settlement transactions (Bovespa segment) went up 94.2% year-over-year, to R$769,221 thousand from R$396,023 thousand in 2011, due mainly to the price structure rebalancing previously discussed.

Other revenues

Other revenues of R$389,142 thousand went down slight 0.5% from the year-ago primarily as a result of changes in revenue line items unrelated to trading and clearing operations, as follows:

Securities lending services. This revenue line hit R$77,063 thousand (3.4% of total revenues), a 4.1% year-over-

year upsurge due mainly to a 5.9% year-on rise in financial value of the balance of open interest positions at yearend, which amounted to R$32.0 billion.

Depository, custody, back office services.

The line for revenues derived from the operations of our central securities depository hit R$102.763 thousand (4.5% of total revenues) rising 12.5% year-over-year mainly due to a 2.6% climb in average financial value of assets under custody, not including custody of ADRs and custody services provided to foreign investors. In addition, the revenue from fees related to custody of Brazils government bonds traded in our Treasury Direct (Tesouro Direto) platform soared 30.1% year-on-year.

Market data (vendors). At R$67.668 thousand (3.0% of total revenues) this revenue line item picked up 4.0%

year-over-year. While the number of customers for our market data shrank somewhat, this climb is attributable mainly to appreciation of the U.S. dollar versus the Brazilian real, as we derive 40.0% of this revenue line from fees denominated in U.S. dollars which we charge from foreign customers.

Deductions from revenue Net revenue

Deductions from revenue totaled R$224,273 thousand, a 6.1% upsurge in line with the increase in total revenues. As a result of the changes in revenue line items discussed above, the net revenue shot up 8.4% year-over-year, to R$2,064,750 thousand from R$1,904,684 thousand one year ago.

Expenses

Expenses totaling R$763,080 thousand declined 6.6% year-over-year. However, the comparability of this line item has been hampered because of certain non-recurring expenses recorded in 2011 and 2012.

Personnel and related charges. This expense line totaled R$353.880 thousand, up slight 0.6% year-over-year, and
correlate primarily with: (i) 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). The provision correlates with the expense accrual related to vested rights of employees that contributed to a (post-retirement) healthcare plan in the period between 2002 and 20095. Pursuant to Law No. 9,656/98 and additional requirements set forth under Brazilian Healthcare Agency (ANS) Normative Resolution No. 279 dated November 2011, an employee that contributes to the corporate healthcare plan with any sum of money is entitled to continue on as beneficiary after the employment termination or retirement, as long as such employee bears the burden of paying for the plan costs. The potential liabilities thus reserved relate to the difference, over time, between the average cost of the corporate healthcare plan and the estimated average cost for inactive beneficiaries had they not stayed on as plan beneficiaries (indirect benefit); and (ii) expenses with the stock options plan, which at R$32,306 thousand (versus R$53,630 thousand in 2011) fell by 39.8% year-over-year; and (iii) a R$18.290 thousand year-on increase in capitalized expenses with personnel engaged in certain ongoing technology projects. The effects of inflation on the line item for personnel and related charges have been balanced out by these factors (see the discussion under subsection 10.2(c) below).

Data processing. This line item totaled R$102,805 thousand, a 1.5% drop from the prior year. Depreciation and amortization. The expenses in this line item totaled R$93.742 thousand, up 24.6% year-overyear and in line with the increase in investments implemented in previous years.

Marketing and promotion. Operating income

This expense line hit R$19.280 thousand, plummeting 50.1% year-over-year due primarily to the reprioritization of our marketing campaigns for the year and cuts in advertising expenses. At R$1,301,670 thousand, the operating income (revenues, net of expenses) was up 19.6% from R$1,088,020
5

Starting from May 2009, the employee healthcare plan is no longer a defined contribution plan, such that only part of our active employees will be entitled to all or some of benefit.

25

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$149,270 thousand, 32.0% down from one year ago, in line with the yearly results of the CME Group. It is worth noting this line item includes recognition of R$60,196 thousand worth of tax benefit in the form of income tax to offset against income tax paid abroad.

Interest income, net

Net interest income of R$208,851 thousand plunged 25.6% year-over-year mainly due to a 16.9% year-on decrease in interest revenues, which totaled R$297,217 thousand. Additionally, the interest revenues were negatively impacted by an increase in interest expenses, which at R$88,366 thousand climbed 14.8% year-overyear. This increase in interest expenses is explained by the appreciation of the U.S. dollar against the Brazilian real, since we are required to make U.S. dollar-denominated coupon payments under the global senior notes issued in our July 2010 cross-border offering.

Income before taxation on profit

Income before taxation on profit rose by 4.5% year-over-year, to R$1,659,791 thousand from R$1,588,210 thousand one year ago.

Income tax and social contribution

Income tax and social contribution for the year totaled R$585,535 thousand. This line item comprises current income tax and social contribution amounting to R$67,314 thousand, including R$60,196 thousand which we offset against income tax paid abroad (such as discussed previously under gain (loss) on equity-method investment). Additionally, at R$518,221 thousand, the line item deferred income tax and social contribution comprises (i) recognition of R$539,075 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$20,854 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 2.5% year-over-year to R$1,074,256 thousand at December 31, 2012, from R$1,048,529 thousand one year ago.

Net income attributable to BM&FBOVESPA shareholders

Net income attributable to BM&FBOVESPA shareholders likewise climbed 2.5% year-over-year to R$1,074,290 thousand from R$1,047,999 thousand the year before, primarily due to an increase in revenues earned on a higher trading volume base coupled with a reduction in expenses, which were partially counterbalanced by lower gain on the equity-method investment and a decline in net interest income. MAIN LINE ITEMS OF THE CONSOLIDATED BALANCE SHEET STATEMENTS

Year ended December 31, 2013 compared with year ended December 31, 2012. TOTAL ASSETS Current assets

Total assets of R$25.896.659 thousand climbed 7.2% from R$24.147.114 thousand one year ago. 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 ago 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 ago. 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

26

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% year-on-year to R$608,016 thousand from R$447,842 thousand one year ago, 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 the year before. 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 ago.

Noncurrent liabilities

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 ago, 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).

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 ago.

Year ended December 31, 2012 compared with year ended December 31, 2011. TOTAL ASSETS Current assets

At R$24.147.114 thousand, total assets climbed 2.4% from R$ 23,589,922 thousand one year ago. Current assets surged 47.3% year-on-year, to R$3,536,282 thousand (14.6% of total assets) from R$2,401,134 thousand one year ago, due mainly to increase in short term financial investments (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 comprise line items registered under

current assets (cash and cash equivalents comprising cash on hand and demand deposits, in addition to shortterm financial investments) as well as under noncurrent assets (long-term financial investments). Short- and longterm financial investments are liquid investments with prime banks, and in financial investment funds, government bonds and other highly liquid financial assets. At December 31, 2012, cash and cash equivalents plus short- and long-term financial investments totaled R$3,850,639 thousand, a 1.8% year-on-year rise from R$3,782,411 thousand one year ago.

Noncurrent assets

Noncurrent assets of R$20,610,832 thousand (85.4% of total assets) fell 2.7% year-on-year from R$21,188,788 thousand one year ago. Set forth below is a brief discussion of main changes to line items under noncurrent assets not previously discussed.

Investments. This line item increased 8.1% year-on-year to R$2,928,820 thousand from R$2,710,086 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, 2012, was recorded at R$2,893,632 thousand. The year-on-year rise first noted above is attributable mainly to devaluation of the Brazilian real against the U.S. dollar and our recognition of the gain on equity-method investment.

Intangible assets. This line rose by 1.0% year-over-year, to R$16,512,151 thousand from R$16,354,127 thousand
previously. Intangible assets consist of (i) goodwill, which at R$16,064,309 thousand kept a flat line in each year, and accounted for 66.5% and 68.1% of total assets at December 31, 2012 and 2011, respectively; and (ii) software and projects, which soared 54.5% year-over-year to R$447,842 thousand from R$289,818 thousand one year ago due mainly to acquisition, implementation and development of new software applications and systems.

Current liabilities

Current liabilities decreased 14.0% year-over-year to R$1,660,609 thousand from R$1,929,946 thousand the year before. This change is attributable mainly to a 24.4% decrease in the collateral for transactions line item, as the year-end balance of cash collateral pledged as margin by market participants declined to R$1,134,235 thousand from R$1,501,022 thousand one year ago.

27

Noncurrent liabilities

Noncurrent liabilities of R$3,072,632 thousand went up 27.9% from R$2,402,485 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$1,242,239 thousand rose 9.1% from R$1,138,659 thousand one year earlier primarily on account of the devaluation of the Brazilian real (our functional currency) against the U.S. dollar, which is 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 amounted to

R$1,739,644 thousand versus R$1,204,582 thousand one year ago, a 44.4% year-on-year surge resulting from recognition of the temporary difference 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).

Shareholders equity

Shareholders equity of R$19,413,882 thousand was virtually unchanged with a scanty 0.8% year -on-year drop from R$19,257,491 thousand one year ago. 10.2. Managements discussion and analysis of results of operations a. Material revenue components

Year ended December 31, 2013 compared to year ended December 31, 2012
Our consolidated total revenues climbed by 3.5% year-on-year to R$ R$2,370,229 thousand from R$2,289,023 thousand one year ago. Revenues from trading and clearing fees earned within our Bovespa segment . These declined 1.0% from the prior year and amounted to R$1,023,978 thousand, primarily due to a 4.5% margin drop (to 5.423 basis points from 5.676 basis points one year ago) which was counterbalanced by a 2.3% rise in average value traded. Revenues from trading and clearing fees earned within our BM&F segment . These jumped 5.9% year-onyear, to R$916,530 thousand (38.7% 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). Revenues unrelated to trading and clearing operations. These surged 10.4% year-on-year to R$429,721 thousand (18.1% of total revenues).

Year ended December 31, 2012 compared to year ended December 31, 2011.
Our consolidated total revenues climbed 8.2% year-on-year R$2,289,023 thousand from R$2,115,983 thousand one year ago. Revenues from trading and clearing fees charged within our Bovespa segment climbed 7.2% year-on-year to R$1,034,007 thousand, reflecting a combination of 11.7% rise in average trading volume, which however was partially counterbalanced by fewer trading sessions than the year before (246 in 2012 versus 249 in 2011), and a 2.2% fall in average basis point margin (to 5.676 bps from 5.793 bps in the earlier year). This margin drop is in line with the higher volumes attributable to high frequency and intraday trading, from which we derive fees at lower-than-average margins. Revenues from trading and clearing fees charged within our BM&F segment jumped 13.9% year-on-year, to R$865,874 thousand, due primarily to a 7.3% year-on-year upsurge in volumes traded and a 7.7% climb in average rate per contract (RPC). Revenues unrelated to trading or clearing activities totaling R$389,142 thousand in 2012 kept a virtually unchanged line from R$391,036 thousand one year ago. b. Factors that materially influence the results of operations

Year ended December 31, 2013 compared to year ended December 31, 2012
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 ago). 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 contract (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 U.S. dollar, since the fee rates we charge for a significant number of contract groups are denominated in U.S. dollars.

Year ended December 31, 2012 compared to year ended December 31, 2011
The volume of business in both our Bovespa and BM&F segments ballooned over the course of 2012 to hit new record highs. In the Bovespa segment, increased turnover velocity driven by a boost in volume traded by foreign investors spurred an 11.7% spike in overall trading volumes. The primary reasons for the foreign investing buildup are twofold: one, the fact that most of the high frequency trading volume originates cross border; two, a shift in

28

monetary policy which in December 2011 led the Government to remove the 2% IOF tax levied on hot money inflows for investments in variable-income securities. In turn, a 7.3% volume jump in the BM&F segment was pushed mainly by the surge in average volumes traded in Brazilian-interest rate contracts. In addition, the average rate per contract (RPC) climbed 7.7% year-over-year both as a result of the swelling volumes traded in longer-maturity Brazilian-interest rate contracts and because the RPC for forex contracts was positively influenced by the depreciation of the Brazilian real against the U.S. dollar (since our rates for these contracts are denominated in U.S. dollars). A combination of factors explains the increase in trading volume and greater concentr ation on longer-term interest rate contracts, prime among which are the structural change brought about by drastic cuts in real interest rate, coupled with increased credit availability and the greater portion of fix interest -bearing government debt relative to total public debt. Other factors which decisively influenced our 2012 results, as compared to 2011, include: a 25.6% decline in interest revenues (to R$208,851 thousand versus R$280,729 thousand one year ago) due primarily to a tumble in the interest rates earned on our financial investments, most of them fixed-rate investments; R$27,533 thousand reserved as provision for healthcare plan expenses; R$15,000 thousand contributed to BSM to fund the operations of our market surveillance arm over the course of 2013. c. Changes in revenues attributable to fluctuations in market prices, exchange rates, inflation rates, changes in volumes and offerings of new products or services

Year ended December 31, 2013 compared to year ended December 31, 2012
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 Bovespa segment. As discussed elsewhere herein, in April 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 t o 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 clearing fees between 2013 and 2012. Revenues from trading and post-trade transactions within BM&F segment. The fluctuation in exchange rates between the years 2013 and 2012 positively influenced the average RPC for forex contracts (+ 15.0%) and U.S. 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 U.S. dollars 6 appreciated 10.5% against the Brazilian real. Market data (vendors). This revenue line was positively influenced by the appreciation of the U.S. dollar against the 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 U.S. dollars for payment abroad.

Year ended December 31, 2012 compared to year ended December 31, 2011
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 the Bovespa segment. In August 2011, as discussed elsewhere herein, we announced a comprehensive revision of our pricing policy for the segment to eliminate cross subsidies embedded in fee rates across our trading and post-trade business lines. While this policy revision affected the comparability of the 2012 and 2011 revenue lines as regards fees derived from trading activities and post-trade activities, the comparability of total revenues for these two years has not been hampered. Revenues from trading and post-trade transactions within the BM&F segment. The variation in exchange rates between the years 2011 and 2012 positively influenced the average RPC for forex contracts (+ 16.4%) and U.S. dollar-denominated interest rate contracts (+ 7.9%), as the fees we charge for both are denominated in U.S. dollars. Between 2011 and 2012 the average exchange rate for U.S. dollars appreciated 7 17.6% against the Brazilian real. Market data (vendors). This revenue line was positively influenced by the appreciation of the U.S. dollar against the Brazilian real, as about 40% of the revenues from market data sales to financial data vendors originate from foreign customers from whom we charge fees denominated in U.S. dollars for payment abroad.

Year-over-year exchange rate fluctuation is calculated as the average fluctuation of the PTAX exchange rate as at end-December 2011 through end-November 2013, as these rates provide the basis on which to calculate average RPC for the months of January 2012 through December 2013, respectively. The PTAX rate is compiled and released at the close of business on a daily basis by the Central Bank. 7 Year-over-year exchange rate variation is calculated as the average fluctuation of the PTAX exchange rate as at the end of December 2010 through end-November 2012, as these rates provide the basis on which to calculate average RPC for the months of January 2011 through December 2012, respectively. The PTAX rate is compiled and released at the close of business on a daily basis by the Central Bank.

29

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, 2013 our financial investments amounted to R$3,674,171 thousand versus R$3,806,997 thousand and R$3,717,763 thousand December 31, 2012 and 2011, respectively. Thus, a change in average interest rates paid on our financial investments influences our interest revenue, which at December 31, 2013, amounted to R$ 300,023 thousand versus R$297,217 thousand and R$357,720 thousand at December 31, 2012 and 2011, respectively. In the case of changes in foreign exchange rate, the effects of depreciation of the local currency relative to U.S. dollars are threefold: (i) our interest expenses increase, as nearly all our onerous liabilities (interest-bearing obligations) consist of the U.S.-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); (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 U.S. dollar-denominated interest rate futures and in certain commodity futures contracts are denominated in U.S. dollars (see subsection 10.2(b) above) and (iii) our revenues from market date sales to financial data vendors increase as a significant portion of this revenue is denominated in U.S. dollars, such that at December 31, 2013, we registered a 2.3% year-on climb in this revenue line (R$69,236 thousand) due mainly to the depreciation of the local currency against the U.S. dollar. Additionally, charges (see every month inflation rate the inflation rate influences our expenses, in particular expenses with personnel and related subsection 10.1(h) above.). Under our annual collective bargaining agreement, which is renewed of August, the payroll and related charges increase (by wage bracket) relatively in line with the for the prior 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, 2013. 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. No event entailing the organization of a company has occurred in the prior year, nor any acquisition or disposition of ownership interest carried out in the year ended December 31, 2013. c. One-off and extraordinary events or transactions. In the year ended December 31, 2013, 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. 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, 2013, 2012 and 2011. Our consolidated financial statements as of and for the year ended December 31, 2010, were the initial consolidated financial statements prepared and presented under Brazils CPC and IFRS. The consolidated financial statements were prepared and presented in accordance with accounting standards CPC 37 (IFRS 1 First-time Adoption of International Financial Reporting Standards) and CPC 43 ( First-time Adoption of Brazilian Accounting Standards CPC 15 to 41) . b. Significant effects of changes in accounting practices There were no significant changes in our accounting practices in the years ended December 31, 2013, 2012 and 2011. c. Qualifications and emphasis of matter paragraphs included in the independent auditors report

The independent auditors report on our financial statements as of and for the years ended December 31, 2013, 2012 and 2011, 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&FBOVESPA 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 inv estments 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.

30

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. 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, 2013. 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 2013 to December 2023, with perpetuity derived by extrapolating the 2023 cash flow projection at a growth rate of 7.63% 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 16.56% per annum for the period from December 2013 to December 2017. Thereafter, the discount rate kept stable, at 15.24% per annum, capturing the expected fluctuation in inflation rates over the period. The two main variables that influence our calculation of value in use are discount rates 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 15.45% per annum, an increase of 1.10 percentage point (110bps) in such rate (from 15.45% to 16.55% per annum) would reduce our calculation of value in use by approximately 12%. And a 0.50 percentage point (50bps) decrease in perpetuity growth rate (from 7.63% to 7.13% per annum) would reduce our calculation of value in use by approximately 5%. 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 5 years, and for the latter variable, on the basis of a backward-looking standard deviation of the averages for 10-year series of data on Brazils real GDP growth rate variations. In the outcome, value in use shows lower sensitivity to variations in projected net revenues; thus, a decrease in average annual revenue growth rate on the order of 15% over the 2014 to 2023 horizon would reduce our calculation of value in use by approximately 15%. In our individual analysis of the above three sensitivity scenarios, no outcome shows the investment value would fall below its carrying value as of December 31, 2013.

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.

31

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$693,603 thousand as of December 31, 2013, where R$34,688 thousand relate to labor cases, R$81,911 thousand relate to civil law cases and R$577,004 thousand related to tax cases, as detailed under ex Note 14 to our financial statements as of and for the year ended December 31, 2013.

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. As of December 31, 2013, the carrying value of our investment in the CME Group amounted to R$3,312,606 thousand, whereas based on the current market price for the shares, the fair value of the investment as at that date totaled R$3,119,716 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, 2013. 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 U.S. dollars. The operating cash flows projections cover a time horizon extending from December 2013 to December 2018. Perpetuity was derived by extrapolating 2018 free cash flow projection at a growth rate of 4.66% 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 11.43% per annum. The two main variables that influence our calculation of value in use are discount 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 11.43% to 12.43% per annum) would reduce our calculation of value in use by approximately 13%, whereas a one-quarter of a percentage point (25 bps) decrease in perpetuity growth rate (from 4.66% to 4.41% per annum) would reduce our calculation of value in use by approximately 5%. 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 the discount rates using data for the last 4 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 the outcome, value in use shows lower sensitivity to variations in projected net revenues; thus, a decrease in average annual revenue growth rate on the order of 10% over the 2014 to 2018 horizon would reduce our calculation of value in use by approximately 4%. In our individual analysis of the above three sensitivity scenarios, no outcome shows the investment value would fall below its carrying value as of December 31, 2013. 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 over the course of 2012, giving Management more efficient and reliable tools to better control expenses and prioritize projects. The initiatives we implemented over the year include highlights as a development of a new ERP system (enterprise resource planning) using a SAP AGs integrated solution. Implemented in January 2013, the new system allows for automated control of the opex and capex budget and sustained improvement of management mechanisms for the operating expenses and capital expenditures, the internal payment policies; and procurement activities and activity based costing methods. Additionally, by end-2012 we restructured certain departments at management level to create the Internal Controls, Compliance and Corporate Risk Department. Over the course of 2013, the new team reviewed processes

32

across Company departments, having introducing multiple improvements, including improvements to enhance financial information reporting. b. Remarks on internal controls 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. a. Off-balance sheet items.

Collaterals for transactions

Customer transactions carried out in markets we operate are secured by collateral these customers are required to pledge as margin or otherwise. Collaterals consist mainly of cash, government bonds, corporate debt securities, bank letters of guarantee and stocks, among other things. These collaterals are 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.
liabilities)

(ii) obligations retained, risk supported under written off pools of receivables (and related

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 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$66,008 thousand as of December 31, 2013 (versus R$179,440 thousand and R$212,968 thousand as of December 31, 2012 and 2011, respectively. In addition, in the course of their business the 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, 2013 and the comparative years of 2012 and 2011, the Settlement Bank was operating as custodian for (i) securities on behalf of nonresident investors in total amount of R$261,952 thousand (versus R$154,911 thousand and R$117,815 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$16,216 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 BM&FBOVESPA operates four central counterparty clearing houses, which the Central Bank considers to perform systemically material roles. We call them (i) derivatives clearing house (for transactions carried out on futures, forward, options and swap markets); (ii) FX clearing house (for spot FX market transactions); (iii) bonds clearing

33

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 and borrowing transactions); and (iv) equities clearing house (it provides clearance and settlement for transactions carried out on cash, forwards, options and futures markets for equities, equity securities and equity-based derivatives, as well as corporate debt securities, and handles securities lending and borrowing 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 and, therefore, to a substantial portion of all trading activity taking place in the domestic capital markets. Our central counterparty clearing facilities 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 sellers and the seller to the buyers. 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 financial assets. In modeling and managing CCP risks, we focus on calculation, control and mitigation of credit risk related to clearing participants. 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, such 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, 2013, the aggregate financial value of cash and other collateral pledged to our clearing houses totaled R$214,389,365 thousand (versus R$176,481,916 thousand and R$178,556,455 thousand at December 31, 2012 and 2011, 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$212,316,376 thousand as of December 31, 2013 (versus R$175,347,681 thousand and R$177,055,433 thousand at year-end in 2012 and 2011, 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 as of and for the year ended December 31, 2013. 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 2010-2014 strategic growth plan calls for R$1.5 billion worth of investments, of which R$289,224 thousand executed 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. 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

34

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 2013, 2012, 2011 and 2010 totaled 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.

The PUMA Trading System, our new multi-asset class trading platform.
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 PUMA Trading System has replaced our previous trading systems. This new trading platform gives us a state-of-the-art technology structure and technology independence. It provides cus tomers and participants with streamlined, efficient access to deal-making across markets, and places BM&FBOVESPA high amongst the fastest, more reliable, efficient and technologically advanced exchange-based marketplaces in our industry. In the second half of 2011 we completed the implementation of the first stage of the PUMA project, comprising the derivatives and spot forex module, which is now fully operational. And the equities module implemented in the first half of 2013.

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 and the management of cash and other collaterals pledged by market participants, so we have the ability to offer highly solid and efficient clearing and settlement services to market participants and investors. 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 multiasset, multi-market, risk management framework, and the lynchpin of a solid risk management system architecture, with performance to match the RTC system. In addition, our derivatives clearing house is set to migrate to the new infrastructure in the first half of 2014, whereas the equities clearing operations are expected to complete the migration at a later stage. We are required to obtain regulatory approval to implement the IPN-CORE project.

New data center

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 posttrade 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.

New OTC trading platform for derivatives and fixed-income securities (IBalco)
In the third quarter of 2013 we launched our new platform for registration of transactions in OTC derivatives. It is a streamlined, state-of-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 comprises non-deliverable forward currency contracts (for financial settlement, no central counterparty available). In addition, we are set to list new products and offer new services over the course of the year, including the registration services for securities as 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). (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

35

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 last quarter 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 is set to implement in 2014. 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 platform which has now replaced our previous trading systems. New data center. In 2010 we purchased a 20,000 square meter plot of land in Santana do Parnaba, state of So Paulo, Brazil, where since November 2012 our new data center has been under construction. The construction of this new facility is set to complete in the first half of 2014. Expansion and modernization of OTC trading platform. In second half of 2011 we announced the development of our new 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 new integrated central clearing facility (within the scope of our PostTrade Integration Program (IPN); the PUMA Trading System; construction of our new data center in Santana do Parnaba (State of So Paulo); new OTC trading platform (registration and treatment of OTC derivatives, corporate debt securities and financial instruments); market making program for options on single stocks and stock indices; a review of the methodology of the Bovespa Index (Ibovespa), fixed income ETFs and improvements on securities lending facility. (iv) total expenses incurred in developing new products or services. Total capital expenditures over the course of 2013 totaled R$289,224 thousand, with investments largely focused on our technology projects, such as the PUMA Trading System, our new multi-asset electronic trading system and platform, the derivatives module of the multi-market clearing system for our new central clearing facility (which is being implemented within the scope of our IPN program), the new OTC trading platform and development of the family of non-deliverable forward currency contracts for the OTC platform (which we called iBalco) and the construction of our new data center. Total capital expenditures over the course of 2012 amounted to R$258,363 thousand, where R$231,722 thousand have been invested in our technology projects, including the new PUMA Trading System, the first phase of the our central clearing facility project and development of CORE (CloseOut Risk Evaluation), and the projects for development and implementation of new platforms for registration and treatment of OTC derivatives and fixedincome securities, in addition to construction of our new data center. Total capital expenditures over the course of 2011 amounted to R$204,041 thousand, where R$183,444 thousand are investments in technology projects such as implementation of the derivatives and forex module of our new PUMA Trading System, and the integration of our clearing facilities into a single central clearing facility. Total capital expenditures over the course of 2010 amounted to R$268,362 thousand, where R$219,261 thousand are investments in IT projects, such as development of a new multi-asset class trading platform, a joint cooperation with the CME Group within the scope of the global preferred strategic partnership we agreed in February 2010, and the expansion of throughput capacity in both segments, in addition to purchase of a plot of land for us to build 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.

36

ATTACHMENT II Net Income Allocation Proposal (information pursuant to the requirements of Annex 9-1-II of CVM Ruling No. 481 dated December 17, 2009)
1. Inform the net income for the year The net income for 2013 was R$1,081,516,765.50. 2. Inform the total amount and amount per share of dividends, including advanced dividends and interest on shareholders equity already declared. The global amount to be distributed as dividends is R$865,213,000.00. After the approval by the Annual General Meeting of the proposal for distribution of dividends, the global amount of dividends and interest on shareholders equity per share will be R$0.454267, including advanced dividends and interest on shareholders equity already declared, as shown in the table below. The amount informed is an estimate, given that the proposal for distribution to shareholders of the remaining net balance as dividends, in the amount of R$0.07847515 per share, may be changed due to the disposal of treasury shares so as to comply with the exercise of stock options granted under the Company's Stock Options Plan and the possible acquisition of shares in the scope of the Companys Share Repurchase Plan. Gross amount per Total share (R$) Amount 0.084638 0.025870 0.146943 0.118341 0.375792 0.078475 0.454267 50,000,000.00 280,670,000.00 225,260,000.00 719,510,000.00 145,703,000.00 865,213,000.00 Gross

Description Dividends Interest on Shareholders Equity Dividends Dividends Subtotal Dividends proposed Total amount to be distributed for year 2013

163,580,000.00

3. Inform the percentage of net income for the year that has been distributed. The percentage of net income to be distributed for the year ended December 31, 2013, as long as approved by the Annual General Meeting to be held on March 24, 2014, will be 80%. 4. Inform the global amount and the amount per share of dividends distributed based on income from prior years There are no proposals for distribution of dividends based on income from prior years. 5. After deducting dividends advanced and interest on shareholders equity already declared, please inform: a. The gross amount of dividends and interest on shareholders equity, separate ly, by share type and class; If approved by the Annual General Meeting of March 24, 2014, the gross amount to be distributed as dividends will be R$0.078475 per common share (this estimated amount may be changed due to the disposal of treasury shares so as to comply with the exercise of stock options granted under the Companys Stock Options Plan and the possible acquisition of shares in the scope of the Companys Share Repurchase Plan. b. Form and term of payment of dividends and interest on shareholders' equity; If approved by the Annual General Meeting to be held on March 24, 2014, dividends declared will be paid on June 27, 2014. c. Possible adjustments for inflation and accrual of interest on dividends and interest on

37

shareholders equity; There will be no adjustment for inflation or accrual of, interest on dividends and interest on shareholders equity. d. Date of the declaration of payment of dividends and interest on shareholders equity for purposes of identification of the shareholders entitled to receive them; As long as approved by the Annual General Meeting of March 24, 2014, the date of June 11, 2014 will be considered for the identification of shareholders entitled to receive dividends. 6. If the declaration of dividends or interest on shareholders equity was based on the earnings determined in half-yearly balance sheets or shorter periods: a. Inform the amount of dividends or interest on shareholders equity already declared; See table in under item b below. b. Inform the relevant payment dates. Gross amount per Total Gross share (R$) Amount 0.084638 163,580,000.00 0.025870 50,000,000.00 280,670,000.00 225,260,000.00 719,510,000.00

Description Dividends Interest on Shareholders Equity Dividends Dividends Total distributed in 2013

Resolution RCA BVMF May 9, 2013 RCA BVMF May 9, 2013 RCA BMF Aug. 8, 2013 RCA BVMF Nov. 7, 2013

Payment Jun. 7, 2013 Jun. 7, 2013

Sep. 30, 2013 0.146943 Nov. 27, 2013 0.118341

7. Provide a comparative table showing the following amounts by share type and class: a.Net income for the year and three (3) prior years; For purposes of disclosure of earnings per share, the basic earnings per share is calculated by dividing income attributable to BM&FBOVESPA shareholders by the weighted average number of outstanding shares during the period, according to the criteria provided for in Accounting Pronouncement CPC 41 Earnings per Share, issued by the Accounting Pronouncements Committee. 2013 Net income for the year 1,081,516,765.50 Weighted average number of outstanding shares - ON 1,918,813,109 Basic earnings per share (R$) 0.563638 2012 1,074,289,736.88 1,930,398,048 0.556512 2011 1,047,998,623.27 1,948,718,753 0.537789

b. Dividends and interest on shareholders equity distributed in the three (3) prior years; Description Interest on Shareholders Equity Interest on Shareholders Equity Dividends Dividends Dividends Dividends Total distributed in 2011 Description Dividends Dividends Dividends Interest on Shareholders Equity Dividends Total distributed in 2012 Gross amount per share (R$) 0.025461 0.051128 0.034054 0.121740 0.121139 0.117419 Share type ON ON ON ON ON ON Total Gross Amount 50,000,000.00 100,000,000.00 66,605,000.00 235,336,000.00 233,605,000.00 226,727,000.00 912,273,000.00 Total Gross Amount 224,341.000.00 240,065,000.00 131,181,000.00 90,000,000.00 388,702,736.88 1,074,289,736.88

Gross amount per share (R$) 0.116161 0.124359 0.067921 0.046599 0.201237

Share type ON ON ON ON ON

38

Description Dividends Interest on Shareholders Equity Dividends Dividends Total distributed in 2013

Gross amount per share (R$) 0.084638 0.025870 0.146943 0.118341

Share type ON ON ON ON

Total Gross Amount 163,580,000.00 50,000,000.00 280,670,000.00 225,260,000.00 719,510,000.00

Please note that the Company issues common shares only. 8. Should there be the allocation of income to the legal reserve: a.Identify the amount allocated to the legal reserve; As provided for in the first paragraph of article 193 of Law 6404/76, the recording of a legal reserve based on income for the year ended December 31, 2013 has not been proposed, given that the balance of this reserve, plus the amount of capital reserves mentioned in paragraph 1 of article 182, exceeds 30% of the Companys capital stock. b. Describe the calculations of the legal reserve. There are no proposals for allocation of a portion of income for the provision of the legal reserve, according to item a above. 9. In the event that the Company holds preferred shares entitled to fixed or minimum dividends: a.Describe the calculations of fixed or minimum dividends; b. Inform whether the income for the year is sufficient for the full payment of fixed or minimum dividends; c. Identify if non-paid portions are cumulative; d. Identify the global amount of fixed or minimum dividends to be paid to each class of preferred shares; e. Identify any fixed or minimum dividends to be paid per preferred share in each class. The Company issues common shares only. 10. Regarding mandatory dividend: a.Describe the calculations provided for in the by-laws; According to article 55 of the Companys by-laws, after recording the legal reserve, any income remaining should be adjusted through the recording of contingency reserves for and their respective reversal, as the case may be. At least 25% of the balance remaining will be allocated for payment of mandatory dividends. b. Inform whether it is being paid in full; Mandatory dividends are being paid in full. Please note that the Board of Directors proposed the distribution of 80% of net income for the year ended December 21, 2013. c. Inform any amount possibly retained. The retention of dividends has not been proposed. 11. Should there be the retention of mandatory dividends due to the Companys financial condition: a.Inform the amount retained; b. Detail the financial condition of the Company indicating any aspects regarding analysis of liquidity, working capital and positive cash flows; c. Justify the retention of dividends. Not applicable, given that the retention of dividends has not been proposed. 12. Should there be the allocation of income to the contingency reserve: a.Identify the amount allocated to the reserve; b. Identify any loss deemed probable, as well as its cause; c. Explain why the loss was considered probable; d. Justify the recording of the reserve.

39

There are no proposals for allocation of net income for recording of the contingency reserve. 13. Should there be the allocation of income to unrealized profit reserves: a.Inform the amount allocated to the unrealized profit reserve; b. Inform the nature of unrealized profit that originated the reserve. There are no proposals for allocation of net income for recording of unrealized profit reserve. 14. Should there be the allocation of income to statutory reserves: a.Describe the statutory provisions establishing the reserve; According to article 55 of the Companys by-laws, after recording the Legal Reserve, any income remaining should be adjusted through the recording of reserves for contingencies, while their respective reversal, as the case may be, should be distributed as follows: A minimum of 25% should be allocated for payment of the mandatory dividends due to shareholders (limited to the amount of net income paid for the year, as long as the difference is recorded as unrealized profit reserve); and (ii) total net income remaining should be allocated for recording of the statutory reserve that may be used for investments or to compose the funds and safeguards required for the proper development of the activities carried out by the Company and its subsidiaries, thus ensuring the appropriate settlement of the transactions performed and/or registered on any of its environments and trading, registration, clearing and settlement systems, and its custody services. The amount allocated to the statutory reserve may not exceed the Companys capital stock. Should the amount of the statutory reserve be sufficient for the purposes intended, the Board of Directors may also: propose to the annual general meeting the allocation to said reserve, for a given year, of a percentage of net income that is less than that established in the by-laws; (ii) make decisions as provided for in the by-laws; and (iii) propose the reversal of a portion of the reserve for distribution to shareholders. b. Identify the amount allocated to the reserve; The amount proposed for allocation to the reserve is R$216,303,765.50. c. Describe the calculation of the amount. R$ Net income for 2013 Dividends Interest on Shareholders Equity Statutory Reserve 1,081,516,765.50 (815,213,000.00) (50,000,000.00) 216,303,765.50

15. Should a retention of earnings be foreseen in the capital budget: a.Identify its amount; b. Provide a copy of the capital budget. No retention of earnings are foreseen in the capital budget: 16. Should there be the allocation of income to the tax incentives reserve: a.Inform the amount allocated to the reserve; b. Explain the nature of the allocation. There are no proposals for allocation of net income to the tax incentives reserve.

40

ATTACHMENT III Executive Compensation (Reference Form, Section 13)

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, the shareholders in attendance of the combined annual and extraordinary shareholders meeting of April 15, 2013, approved a proposal amending our stock options plan for adoption of a specific mechanism by which stock options can be awarded to our directors by way of long-term incentive. Board of executive officers and other senior management members. Total compensation for executive officers and other senior 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 including health and dental care plans, life insurance, meal tickets, 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 (PLR), in accordance with Law 10,101 dated December 19, 2000. The companys profit-sharing program (PLR) 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; As approved at an extraordinary general meeting of May 8, 2008, and amended at extraordinary meetings held on April 18, 2011 and April 15, 2013, long-term incentive structured as a stock option plan tied to company earnings, as well as individual job level and performance, so as to align the interests of senior executives with those of our company (and shareholders) on a long-term horizon and foster retention of key personnel.

Committees. The members of any board advisory committee 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 Risk Committee. In addition, from March 2013 we established the Investment Intermediation Industry Committee, whose members are not entitled to compensation. The executive advisory committees, which report to the chief executive officer, include the Agribusiness Committee, the Market Committee, the Market Risk Committee, the Athletic Club Committee and the Regulatory Committee, but we pay fixed monthly compensation just to members of the latter. Moreover, no officer, whether or not a member of the executive management board, and no staff member that serves on any of the executive advisory committees are entitled to additional compensation for participating in committee meetings. Fiscal council. Our fiscal council is a non permanent body, which is not active at this time. If and when it is established, 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, which has been established with responsibilities (prescribed under article 47 of the bylaws) that overlap with those of legally assigned to a fiscal council under Brazilian Corporate Law. Our Audit Committee is a standing advisory committee which reports directly to the Board of Directors. It is

41

composed of five independent members elected for two-year terms, four of whom are external members plus one independent director. The audit committee members are required to meet the qualification requirements set forth under CVM Ruling 308/99, as amended.

(ii) Each component as a percentage of total compensation

The table below sets forth the average percentage of each compensation component under the 2013 compensation policy.
2013 Salary, fees Participation in committees Benefits Short-term variable compensation (profit sharing plan) Long-term variable compensation (stock option plan) Total

Board of Directors Executive Officers and Senior Management Committees

91.02% 23.15% 100%

8.98% 0.0% 0.0%

0.0% 3.39% 0.0%

0.0% 23.28% 0.0%

0.0% 50.18% 0.0%

100% 100% 100%

Percentages may vary from one year to year, especially in the case of variable compensation components.

(iii) methodology for calculating and reviewing each compensation component

The compensation of the members of the board of directors and the board of executive officers is reviewed every year by the Compensation Committee (per article 49, paragraph 1, item (a), of the bylaws), which makes recommendations for the board concerning the compensation proposal to be put forward to the annual shareholders meeting in line with the requirements of Brazilian Corporate Law. Similarly, the compensation committee reviews the compensation we pay board advisory committee members on a yearly bas is and makes recommendations to the board of directors. With regard to the executive officers, 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 the 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 -term variable compensation (profit-sharing plan) and long-term variable compensation (stock options programs established under the approved stock options plan) and 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 fixed and (short, mid- and long-term) variable compensation strategy and ensure alignment with the industry best practices. These surveys sample companies of similar size as ours which operate in the financial services industry. The survey findings are adjusted by job matching 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 deemed 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 we offer short-, mid- and long-term compensation components that ensure alignment with the corporate objectives, maintain competitiveness in the marketplace, attract and retain executives, and remunerate our executives according to the responsibilities of their job descriptions and in line with their individual performance. 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 options, 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 stock option eligibility and grants. In 2011, pursuant to the compensation committees recommendations after assessing actual versus target performance, our board of directors approved short- to mid-term variable compensation in the equivalent of 3.2% of adjusted net income for the year. We made this profit sharing payment to the executive officers and other executives over the course of 2011, and recognized it fully in the statement of income. Starting from 2012, we establish the total amount of short- to mid-term variable compensation for executives as a ratio (3.5%) of adjusted net income, provided we meet the opex budget. Thus, if the actual operating expenses go over budget, a reduction factor applies so that every percentage point by which ac tual opex exceeds the budget target brings the pool down by 5%. Moreover, the portion of the total yearly profit

42

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 and 2013 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 two years. With regard to long-term incentives (stock options plan), in addition to the criteria determining option grants, as first discussed in this item, a grantee will only truly benefit from a stock option if the market price of our shares rises over time, such that after the transfer restrictions are lifted or expire, the grantee can sell the stocks for more than the exercise price they paid. Thus, the potential gain for stock option grantees lies 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 evolution of key performance indicators (KPIs)

In accordance with our policy for short-, mid- and long-term variable compensation, the profit-sharing pool and stock options grants are affected by the extent to which the company achieves performance targets set in terms of adjusted net income and operating expenses. In other words, the size of the pool and the options grants are determined on the basis of actual performance by the company compared to the collective performance targets for the period. Furthermore, our policy provides for differing compensation levels designed to reward executive officers, other officers, executives and employees for individual performance based on key performance indicators for the 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 that longer cycles of sustained growth are naturally ingrained in our business model, which aims to strengthen, develop and expand the markets we operate, retaining skilled professionals is critical for our growth, such that our compensation strategy must include ways and means encouraging them to stay with us for a long time. Our compensation strategy seeks to balance fixed compensation (in the form of a base salary) with the short - to mid-term compensation (in the form of profit sharing payments) and mid- to long-term compensation (in the form of stock option grants). With this we aim to give employees incentives for them to achieve, even eclipse, the half-year and annual targets tied to our profit sharing program, and inducement for effective implementation of mid- and long-term actions that add value to our company, and should therefore help to drive up the market price of our shares and better reward recipients of stock option grants.
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 option plan provides that in the event of our dissolution or liquidation, or a transformation of corporate type, or of a merger, consolidation, spinoff or other corporate restructuring transaction from which we do not emerge as the surviving company, or even if we do, would entail a delisting of our shares or a going private process, then, in the discretion of our board of directors, either the surviving company would succeed us as option grantor or any outstanding stock options would vest earlier than anticipated so the option grantees can exercise them for a given period, after which the stock option plan will end and any unexercised options forfeit with no right to indemnity or consideration for the grantee. 13.2 Compensation of directors, officers and fiscal council members (for the years ended December 31, 2013, 2012 and 2011 and projections and estimates for 2014). The tables and notes below set forth data and information on annual compensation paid to directors and executive officers, as well as audit committee members (as discussed previously, while the fiscal council is not active at this time, its responsibilities overlap to a certain extent with those of the audit committee, which is a standing board advisory committee and is active)

43

(i) as recognized in the income statements for the years ended December 31, 2013, 2012 and 2011, based on 8 average number of members per governance body or committee (per data set forth in the following table ); and (ii) as projected for the current financial year.
Year ended December 31, 2013 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 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 2012.

BVMF 2012 Stock Option Program and Additional Stock Option Program According to guidelines set within the

scope of our 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 2012. 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, 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. 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$5.55 for the first round (BVMF 2012 Stock Options Program) and R$6.98 for the second round (BVMF 2012 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. 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.
Year ended December 31, 2013
Board of Directors Executive Board Fiscal Council (*) Total

No. of members Annual fixed compensation (in

11 R$4,972,415.92 R$4,525,878.76 n/a R$446,537.16 n/a n/a n/a n/a n/a n/a n/a n/a n/a

4.92 R$5,361,853.94 R$4,577,821.68 R$784,032.26 n/a n/a R$10,651,956.51 n/a R$9,415,708.92 n/a n/a R$1,236,247.59 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

15.92 R$10,334,269.86 R$9,103,700.44 R$784,032.26 R$446,537.16 n/a R$10,651,956.51 n/a R$9,415,708.92 n/a n/a R$1,236,247.59 n/a n/a

R$)

Salary, fees Direct & indirect benefits Participation in committees Other Variable compensation (in R$) Bonuses Profit sharing Participation in meetings Commissions Other (1) Post-retirement benefits Stepping-down benefits
8

Sum total of the number of members in each governance body or committee at each months of 2011 divided by 12 (months). This calculation is performed by a company department, as required under CVM Circular Letter SEP/N. 03/2011.

44

Year ended December 31, 2013

Board of Directors Executive Board Fiscal Council (*) Total

Share-based payments Amount of compensation

(1)
( )

n/a R$4,972,415.92

R$25,303,271.30 R$41,317,081.75

n/a n/a

R$25,303,271.30 R$46,289,497.67

Severance dues and additional sign-on bonuses.

* 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 under Brazilian Corporate Law, so that in our view the Audi t Committee adequately fulfills the functions of a fiscal council. Our Audit Commit tee has five independent members elected for two-year terms, four of whom are external members and one an independent director. All of them meet the qualification requirements of CVM Ruling 308/99, as amended. We should note the compensation paid to extern al audit committee members in 2013 totaled R$1,277,830.96, a figure not included in the above table.
Year ended December 31, 2012 Average number of members 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.

BVMF 2011 Stock Option Program and Additional Stock Option Program According to guidelines set within the

scope of our 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 round contemplated stock option grants awarding rights to buy aggregate 3,250,000 shares, or 0.16% of the shares issued and outstanding, 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. 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. Ultimately, the exercise price was set at R$2.79 for the first round (BVMF 2011 Stock Options Program) and R$4.19 for the second round (BVMF 2011 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.
Year ended December 31, 2012
Board of Directors Executive Board Fiscal Council (*) Total

No. of members Annual fixed compensation (in

11 R$4,221,989.61 R$3,751,531.67 n/a R$470,457.94 n/a n/a n/a n/a 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 R$8,827,692.36 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

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 n/a R$8,827,692.36 n/a n/a

R$)

Salary, fees Direct & indirect benefits Participation in committees Other Variable compensation (in R$) Bonuses Profit sharing Participation in meetings Commissions

45

Year ended December 31, 2012

Board of Directors Executive Board Fiscal Council (*) Total

Other Post-retirement benefits Stepping-down benefits Share-based payments Amount of compensation

(1)
( )

(1)

n/a n/a n/a n/a R$4,221,989.61

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 R$14,670,242.30 R$32,643,901.18

Severance dues and additional sign-on bonuses.

* As discussed in item 13.1 above, our fiscal council is not active at this time. However, we have an Audit Committee whose

external members were paid in 2012 total compensation amounting to R$997,765.48, a figure not included in the above table.
Year ended December 31, 2011 Average number of members Month Board of Directors Executive Board January 10 6 February 10 6 March 10 6 April 11 6 May 11 6 June 11 6 July 11 6 August 11 6 September 11 5 October 11 5 November 11 5 December 11 5 Total 129 68 Average 10.75 5.67

Pursuant to a decision of our board of directors, long-term compensation (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 2010 performance were granted in January 2011, with effects on our results for 2011.

BVMF 2010 Stock Option Program and Additional Stock Option Program The stock option grants under the 2010
Program are exercisable for aggregate 3,420,000 shares, or 0.17% of the shares issued and outstanding. The fair price for which these stock options grants are exercisable was set at R$4.50, as calculated based on market variables at the time of granting.
Year ended December 31, 2011
Board of Directors Executive Board Fiscal Council (*) Total

No. of members Annual fixed compensation (in

10.75 R$4,019,685.04 R$3,590,871.09 n/a R$428,813.95 n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a R$4,019,685.04

5.67 R$5,171,880.30 R$4,561,959.75 R$609,920.55 n/a n/a R$9,302,085.66 n/a R$8,702,085.66 n/a n/a R$600,000.00 n/a n/a R$15,390,000.00 R$29,863,965.96

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

16.42 R$9,191,565.34 R$8,152,830.84 R$609,920.55 R$428,813.95 n/a R$9,302,085.66 n/a R$8,702,085.66 n/a n/a R$600,000.00 n/a n/a R$15,390,000.00 R$33,883,651.00

R$)

Salary, fees Direct & indirect benefits Participation in committees Other Variable compensation (in R$) Bonuses Profit sharing Participation in meetings Commissions Other (1) Post-employment benefits Stepping-down benefits Share-based payments Amount of compensation
(1)
( )

Severance dues and additional sign-on bonuses.

* As discussed in item 13.1 above, our fiscal council is not active at this time. However, we have an Audit Committee whose

external members were paid in 2011 total compensation amounting to R$973,513.44, a figure not included in the above table.

BVMF 2013 Stock Option Program and Additional Stock Option Program Projections for 2014. The table and notes
below set forth data and information on annual compensation proposed to be paid to directors and executive

46

officers for the year ending at December 31, 2014, which we are submitting to shareholders called to convene in the annual shareholders meeting scheduled for March 24, 2014. Given that the short- to mid-term variable compensation (profit sharing payments) for executive officers is tied to certain yearly performance targets being accomplished, the projections below assumed a probable-results scenario and may change to the extent our actual adjusted net income and operating expenses (both of which determine the profit sharing pool) depart from the 2013 budget, including the opex budget. 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 operating expense budget, the profit-sharing pool (short- to mid-term compensation) will be adjusted by an additional amount of R$1,126,398.01, which is the equivalent of a 10% increment in expected adjusted net income for the year. Additionally, we should note that, pursuant to a decision of our board of directors, long-term compensation (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 year 2013. Moreover, as with the options programs established for 2011 and 2012, we adopted in 2013 both a stock options program and an additional options program, as an added incentive for retention of key professionals in our talent pool. We have since completed two rounds of option grant awards, one within the scope of the BVMF 2013 Stock Options Program, the other within the scope of the BVMF 2013 Additional Options Program, with effects on our results for 2013. As approved by our Board early in w2014, the first round contemplated stock option grants awarding rights to buy aggregate 3,500,000 shares, or 0.18% of the shares issued and outstanding, whereas the second round contemplated additional options granting rights to buy aggregate 1,875,320 shares assuming exercise at R$9.40 per share, which corresponds to an interest in 0.09% of the shares issued and outstanding. The exercise price for options granted within the scope of each of these Programs has been 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. As compared with the comparative data set forth in the tables below relative to the 2012 programs, the fair market price for exercise of options granted under the 2013 programs came up substantially lower 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. In addition, at the extraordinary meeting of April 15, 2013, the shareholders decided for a proposal to amend our stock options plan for adoption of a specific mechanism by which stock options can be awarded to directors by way of long-term incentive. Consistent with the amended stock option plan, stock option grants related to our 2013 programs (BVMF 2013 Stock Options Program and BVMF 2013 Additional Options Program) were awarded early in January 2014 and, thus, should influence our results for 2014.
Current financial year 2014 Compensation Budget
Board of Directors Executive Board Fiscal Council (*) Total

No. of members Annual fixed compensation (in

11 R$5,966,971.74

5 R$5,694,947.90

n/a n/a

16 R$11,661,919.64

R$)

R$4,975,937.94 R$4,778,177.58 n/a R$9,754,115.52 n/a R$916,770.32 n/a R$916,770.32 R$991,033.80 n/a n/a R$991,033.80 n/a n/a n/a n/a n/a R$11,263,980.66 n/a R$11,263,980.66 n/a n/a n/a 0 n/a R$11,263,980.66 n/a R$11,263,980.66 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$983,400.00 R$20,125,135.60 n/a R$21,108,535.60 R$6,950,371.74 R$37,084,063.56 n/a R$44,034,435.60 ( ) * As discussed in subsection 13.1 above, our fiscal council is not active at this time. However, we have an Audit Committee and in 2014 expect to pay to external committee members total compensation amounting to R$1,284,274.80, a figure not included in the above table.

Salary, fees Direct & indirect benefits Participation in committees Other Variable compensation (in R$) Bonuses Profit sharing Participation in meetings Participation in commissions Other Post-retirement benefits Stepping-down benefits Share-based payments Amount of compensation

47

13.3 Variable compensation directors, officers and fiscal council members (for the years ended December 31, 2013, 2012 and 2011 and projections and estimates for 2014). 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.
Year ended December 31, 2013
Board of Directors Executive Board Fiscal Council Total

No. of members Bonus (in R$) Minimum projected in Comp. Plan Maximum projected in Comp. Plan Projected in Comp. Plan if targets met Actually recognized in the income statement Profit sharing (in R$) Minimum projected in Comp. Plan Maximum projected in Comp. Plan Projected in Comp. Plan if targets met Actually recognized in the income statement

n/a n/a n/a n/a n/a n/a n/a n/a n/a

5 n/a n/a n/a n/a

R$9,569,329.99 R$11,578,889.28 R$10,526,262.98 R$9,415,708.92

n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a

5 n/a n/a n/a n/a

R$9,569,329.99 R$11,578,889.28 R$10,526,262.98 R$9,415,708.92

Year ended December 31, 2012

Board of Directors Executive Board Fiscal Council Total

No. of members Bonus (in R$) Minimum projected in Comp. Plan Maximum projected in Comp. Plan Projected in Comp. Plan if targets met Actually recognized in the income statement Profit sharing (in R$) Minimum projected in Comp. Plan Maximum projected in Comp. Plan Projected in Comp. Plan if targets met Actually recognized in the income statement

n/a n/a n/a n/a n/a n/a n/a n/a n/a

5 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 n/a n/a n/a n/a n/a n/a

5 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

Year ended December 31, 2011

Board of Directors Executive Board Fiscal Council Total

No. of members Bonus (in R$) Minimum projected in Comp. Plan Maximum projected in Comp. Plan Projected in Comp. Plan if targets met Actually recognized in the income statement Profit sharing (in R$) Minimum projected in Comp. Plan Maximum projected in Comp. Plan Projected in Comp. Plan if targets were achieved Actually recognized in the income statement

n/a n/a n/a n/a n/a n/a n/a n/a n/a

5.67 n/a n/a n/a n/a

R$ 8,668,042.47 R$ 10,488,331.39 R$ 9,534,846.72 R$ 8,702,085.66

n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a

5.67 n/a n/a n/a n/a

R$ 8,668,042.47 R$ 10,488,331.39 R$ 9,534,846.72 R$ 8,702,085.66

Current year projections. The table below sets forth information on projected variable compensation for 2014.
Given that the short- to mid-term variable compensation (profit sharing payments) for executive officers is tied to yearly performance targets being realized, the projections below assumed a probable results scenario and may change to the extent our actual adjusted net income and operating expenses (both determining the profit sharing pool) depart from the budget (including the opex budget).

Pursuant to the method described under 13.1(c) above, the total 2014 allocation to short- to mid-term compensation for executive officers and other employees (i.e., the profit sharing pool) is to be calculated at a rate

48

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 actual operating expenses are in excess of the 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 affected 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 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 projected assuming adjusted net income 10% above or below the collective performance target, respectively.
Current financial year 2014 Budget
Board of Directors Executive Board Fiscal Council Total

No. of members Bonus (in R$) Minimum projected in Comp. Plan Maximum projected in Comp. Plan Projected in Comp. Plan if targets met Actually recognized in the income statement Profit sharing (in R$) Minimum projected in Comp. Plan Maximum projected in Comp. Plan Projected in Comp. Plan if targets met Actually recognized in the income statement

n/a n/a n/a n/a n/a n/a n/a n/a n/a

5 n/a n/a n/a n/a

R$10,137,582.05 R$12,390,378.06 R$11,263,980.06

n/a n/a n/a n/a n/a n/a n/a n/a n/a

5 n/a n/a n/a n/a

R$10,137,582.05 R$12,390,378.06 R$11,263,980.06

n/a

n/a

13.4 Share-based compensation plan for directors and executive officers (prior and current years).
a. General terms and conditions

We have a stock options plan approved at an extraordinary shareholders meeting held on May 8, 2008, and amended at extraordinary meetings held on April 18, 2011 and April 15, 2013 (as discussed under subsection 13.1(b).(i) above). Under the Plan, the directors, executive officers and other executives, including the executive 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 awards of option grants conveying rights to buy common shares issued by our company. Under the existing stock option plan, our board of directors (or compensation committee, as applicable) establish from time to time stock option programs which 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 options granting special rights to eligible key executives. Under the plan, as a pre-requisite for an additional option grant and, eventually, the exercise thereof, a beneficiary is required to (1) buy shares issued by us (Own Shares) by disbursing own funds, and keep them for a holding period at least equal to the vesting period under the additional option grant, failing which the additional option will be lost; and (2) adhere to certain transfer restrictions (lock-up) applicable to Own shares and effective for the holding period. Our board of directors may delegate authority for our compensation committee to make certain decisions and recommendations concerning the stock options plan. Currently, in line with certain bylaws provisions allocating responsibilities to the Compensation Committee, the committee members assist and advise our directors in defining terms and conditions related to option grants. In addition, consistent with our stock options plan, and acting in its discretion, our board (as advised by the compensation committee) may establish stock option programs and (upon hearing the recommendations of our chief executive officer) define the terms and ratios under which additional options (contemplated under each particular program) may be awarded to eligible key employees to reward outstanding performance, as assessed based on collective and individual performance targets. Where launching an option program, our board is responsible for establishing terms and conditions applicable to stock option grant agreements beneficiaries will be required to execute with us within the scope of that particular program. These agreements typically include provisions at least covering the following: a) The number of shares for which an option is exercisable by a beneficiary grantee, and the exercise price per share, as calculated pursuant to the method adopted in the relevant program;

49

b) c) d)

The ratio by which the base number of option grants may be increased and the criteria as well as performance period determining the increment; The vesting period, the vesting schedule (whether or not a staggered schedule) and the exercise date or staggered exercise dates, and the option expiration date; Transfer restrictions applicable to shares for which an option is exercised, including as related to Own Shares held by beneficiaries of additional stock option grants, and penalties for failures to adhere to such restrictions; Other terms and conditions of contract, as long as not conflicting with the stock option plan and relevant program.

e)

Shares for which an option is exercised enjoy rights established under the stock option plan, and the relevant program and stock option grant agreement, and are assured rights to payouts after delivered to a beneficiary. Consistent with the stock option plan and related stock option programs and grant agreements, the following additional terms and conditions apply: a) The delivery of shares for which an option is exercised shall in any event be contingent on all applicable legal and regulatory requirements having been met in every respect; b) The provisions of the stock option plan and related programs and grant agreements are not to be construed as assurance of continuing services or employment relationship 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) neither a stock option grant, nor the shares for which an option is exercised have any bearing whatsoever either on the fixed compensation we pay to beneficiaries or on profit sharing payments we may or may not make to a beneficiary; d) beneficiaries enjoy none of the rights or privileges of shareholders in the company except those to which the Option Plan refers with regard to the options covered by the relevant Agreement; e) A beneficiary shall only be entitled to the rights and prerogatives inherent in the capacity of shareholder after the shares for which an option is exercised are registered and delivered to such beneficiary. Furthermore, the existing 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 aw ards starting from the date there are elected or such other date as the shareholders may determine at the time; (ii) at the annual meetings the shareholders are to decide on the number of stock option grants for that particular year up to an aggregate of 3 30,000 stock options (the Collective Lot) and the collective lot for the year will be apportioned equally amongst the directors (linear apportioning); (iii) the collective lot is to be awarded to the directors on the same occasion as the regular stock options are awarded to other beneficiaries; (iv) the stock options thus awarded to beneficiary directors are to vest within two (2) years after the their terms end; (v) the stock options will be exercisable over a five (5) years period after the vesting date ; (vi) where a director is removed from office due to breach of responsibilities or fiduciary duty (per applicable civil and corporate law), or for any of the reasons which otherwise would justify termination for cause under the labor laws, any outstanding stock options (vested and unvested) forfeit with no right to indemnity or consideration; and (vii) if a director resigns his or her office, any outstanding stock options (vested and unvested) will be exercisable, except for options granted over the course of the year in which the resignation takes place. We have now completed ten rounds of stock option distributions implemented under our stock options plan, including one round in 2013 allocating stock options to our directors, whereas the other nine consist of grants implemented by our board under the BVMF 2008 Stock Option Program, the BVMF 2009 Stock Option Program, the BVMF 2010 Stock Option Program, the BVMF 2011 Stock Option Program plus the BVMF 2011 Additional Options Program, the BVMF 2012 Stock Option Program plus the BVMF 2012 Additional Options Program, in addition to the BVMF 2013 Stock Option Program plus the BVMF 2013 Additional Options Program. The terms and conditions of these programs are discussed elsewhere herein. Furthermore, with regard to our stock options plan, and the programs implemented thereunder, we should stress that, pursuant to a decision of our board of directors dated February 23, 2010, long-term compensation 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, for example, while stock options to reward 2010 performance were granted in January 2011, with effects on our results for 2011; stock options to reward 2011 performance were granted in January 2012, with effects on our results for 2012, and stock options to reward 2012 performance were granted in January 2013, with effects on our results for 2013; and stock options to reward 2013 performance have been granted in January 2014, with effects on our results for 2014. b. Key objectives of the stock options plan Our stock option plan was established pursuant to article 168, paragraph 3, of Brazilian Corporate Law, as an incentive aimed primarily to give eligible officers, employees and providers of ours and our subsidiaries an opportunity to become our shareholders. By exposing optionees to market risks associated with fluctuations in the market price of our shares, this incentive is expected to align the interests of executives, employees and providers with the interests of our interests and the interests of shareholders, in addition to serving as a talent retention tool .

50

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 selected executives, employees and providers an opportunity to become our shareholders, and thus share in the inherent investment profit opportunity on a mid- to long-term time horizon, committing themselves to our long-term objectives, and working harder to create value for the market price of our shares to rise on a consistent basis. Moreover, by structuring stock options as a longer term investment with prospects for future gains, which materialize only if the option beneficiaries stay with us for a longer time span, we expect to retain a key talent pool and keep these executives, employees and providers motivated to pursue our success over the long run. In the particular case of our Additional Options Program, beneficiaries also undertake to buy and hold company shares (Own Shares) as a condition for both a grant and, eventually, the option exercise. This leads to deeper alignment of their interests with ours, because as shareholders they are partners invested in, and highly committed to our longer term results. Additionally, given that this Program has been designed for a key group within the organization, and requires a deeper level of commitment to our future through longer vesting periods, it should operate as a 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 option plan is a key component of our policy on long-term incentives attributable to executive officers and other executives, employees and service providers. Accordingly, it is part of our compensation policy goal of tying individual performance to our corporate objectives, serving as an additional incentive to implement 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 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 option plan ties in performance to differing levels of compensation, so compensation becomes an incentive towards the achievement of certain targets and a driver towards the pursuit of 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. The stock option plan aligns the interests of eligible beneficiaries with the c ompanys interests insofar as it enables them to become shareholders, spurring efficient management of company affairs, while also attracting and retaining highly qualified professionals, fueling growth and spurring value creation for the company. Mechanisms to nurture interest alignment over time include, for example, the options vesting period and vesting schedule, as they determine the pace at which options are exercised. Where the options break down into lots, staggered vesting fosters talent retention, enabling beneficiary optionees to increase their holdings in our shares gradually whereas continuing to invest in our future growth and profitability as they continue to work for us. Moreover, in order to deepen the alignment of interests between eligible executives and our company, we have put in place a new program, the Additional Options Program, which gives key employees the right to exchange options for shares at preset exercise prices and, as a prerequisite for the grant, and, eventually, the option exercise, requires beneficiaries to buy shares issued by us (Own Shares) by disbursing own funds, and keep them for a holding period at least equal to the vesting period under the additional option grant. This leads to deeper alignment of their interests with ours, because as shareholders they are partners invested in, and highly committed to our longer term results. Additionally, given that this Program has been designed for a key group within the organization, and requires a deeper level of commitment to our future through longer vesting periods, it operates as 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

Under the stock options plan, option grants encompass a limited number of shares set as the equivalent of 2.5% of the shares of common stock issued and outstanding as of the date of each grant. Based on the number of shares issued and outstanding as of December 31, 2013, the total number of shares underlying previously awarded option grants encompasses 49.5 million shares. g. Maximum number of option grants Under the plan, option grants are exercisable for a limited number of shares set as an aggregate equivalent to 2.5% of the shares of common stock issued and outstanding as of the date of each grant. Based on the number of shares issued and outstanding as of December 31, 2013, the total number of shares underlying previously awarded option grants encompasses 49.5 million 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,

51

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 options granting special rights to key executives (per subsection 13.4(a) above). Under the plan, as a pre-requisite for an additional 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 certain holding period. In addition, consistent with our stock options plan, our board (in its discretion, as advised by the compensation committee) may establish stock option programs and (upon hearing the recommendations of our chief executive officer) define the terms and ratios under which additional options (contemplated under each particular program) may be awarded to eligible key employees to reward outstanding performance, as assessed based on collective and individual performance targets. For more information on the terms and conditions under which stock options are exercisable for shares, and the relevant stock option programs, see subsections 13.4(a) above, and 13.4(i) and (j) below. As previously discussed, the shareholders in attendance of the combined annual and extraordinary meeting held on April 15, 2013, amended the existing stock options plan for adoption of a mechanism that applies specifically to stock option awarded to our directors, thus establishing the basis for a transparent granting process. Under the amendment: (i) the directors are eligible for stock option grants starting from the date they are elected or such other date as the shareholders may determine at the time; (ii) at the annual meetings the shareholders are to decide on the number of stock option grants for that particular year, up to an aggregate of 330,000 stock options (the Collective Lot) and the collective lot for the year will be apportioned equally amongst the direct ors (linear apportioning); (iii) the collective lot is to be awarded to the directors on the same occasion as the regular stock options are awarded to other beneficiaries; (iv) the stock options thus awarded to beneficiary directors are to vest within two (2) years after the end of their terms end; (v) the stock options will be exercisable over a five (5) years period after the vesting date; (vi) if a director is removed from office due to breach of responsibilities or fiduciary duty (per applicable civil and corporate law), or for any of the reasons which otherwise would justify termination for cause under the labor laws, any outstanding stock options (vested and unvested) forfeit with no right to indemnity or consideration; and (vii) if a director resigns his or her office, any outstanding stock options previously granted will still be exercisable (upon vesting, if not vested), with the exception of options granted over the course of the year in which the resignation takes place.
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 for 2012 and 2013, a 20% discount was computed on the average closing price for the shares over the twenty previous trading sessions. 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.
j. Criteria determining vesting periods

Under our stock option plan, the vesting schedule under each program may be such that the options vest at once or on a staggered schedule, in the discretion of our board of directors (as advised by our compensation committee). In any event, on setting the vesting schedule these bodies must take into account the objectives of our stock option plan so as to ensure the schedule aligns with the companys mid- and long-term interests and our talent retention strategy. Pursuant to the vesting schedules adopted under our existing stock option programs (except the additional options program), each option grant breaks down into lots exercisable for of the underlying shares according to the following staggered scheduled:

52

BVMF 2013 Stock Option Program: (i) January 2, 2015 (); (ii) January 2, 2016 (); (iii) January 2, 2017
(); (iv) January 2, 2018 (). (); (iv) January 2, 2017 (). (); (iv) January 2, 2016 (). (); (iv) January 3, 2014 ().

BVMF 2012 Stock Option Program: (i) January 2, 2014 (); (ii) January 2, 2015 (); (iii) January 2, 2016 BVMF 2011 Stock Option Program: (i) January 2, 2013 (); (ii) January 2, 2014 (); (iii) January 2, 2015 BVMF 2010 Stock Option Program: (i) January 3, 2011 (); (ii) January 3, 2012 (); (iii) January 3, 2013 BVMF 2009 Stock Option Program: (i) December 30, 2009 (); (ii) December 30, 2010 (); (iii)

December 30, 2011 (); (iv) December 30, 2012 (). BVMF 2008 Stock Option Program: (i) June 30, 2009 (); (ii) June 30, 2010 (); (iii) June 30, 2011 (); (iv) June 30, 2012 (). Under the terms and conditions established for these programs, the exercise period under each option grant spans a time period that commences promptly after the vesting date for each lot and expires as of a date seven years after the vesting date for the very first lot. Moreover, as our additional options programs are aimed at giving us a stronger talent retention tool, vesting periods span a while longer, the options are likewise staggered (each lot being exercisable for 50% of the underlying shares), and the exercise periods for each lot may be extended, provided the options expire as of a date seven years after the grant date.

Accordingly, the vesting schedule under the BVMF 2013 Additional Options Program is (i) January 2, 2017 (); (ii) January 2, 2019 (), while under the BVMF 2012 Additional Options Program the schedule is (i) January 2, 2016 (); (ii) January 2, 2018 (), and under the BVMF 2011 Additional Options Program it is (i) January 2, 2015 (); (ii) January 2, 2017 (). Additionally, under the additional options program, 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 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, with an exercise period comprising five (5) years after the vesting date. Additionally, after the vesting date, and provided applicable grant requirements are met, the option (or lot thereof) will be exercisable (for a predefined number of shares) at any time over the exercise period, failing which the option forfeits with no right to indemnity or consideration.
k. Settlement

Beneficiaries 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, 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. Beneficiaries are required to pay the exercise price in the manner and conditions defined by our board of directors or compensation committee, as applicable. The arrangements include the execution of transaction completion documents, which must give due regard to applicable legal and regulatory rules our bylaws, and include undertakings related to trading and transfer restrictions applicable to the shares under the law and applicable regulations. Except for applicable transfer restrictions, the shares thus acquired by beneficiaries enjoy the same rights as any other common shares issued by us. Moreover, we may order temporary suspensions of beneficiaries rights to exercise options, where necessary under the law or regulations to prevent or halt trading in our shares by a beneficiary. Beneficiaries are typically required to make lump-sum payments of the exercise price. Additionally, the delivery of shares for which an option is exercised will in any event be contingent on all applicable legal and regulatory requirements having been met in every respect.
l. Share transfer restrictions

The stock option plan also calls for our board of directors (or the compensation committee, as applicable) to establish a lock-up period during which beneficiaries may not sell, transfer or otherwise dispose of shares acquired under our stock option 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 or any manner other than through

53

disbursement of the beneficiarys own funds, and any securities convertible into, or exercisable or exchangeable for shares, which are in any way attributable to shares exercised for stock options granted within the scope of our stock option. Additionally, no such lock-up period may extend for over two years after the original option grant date. Nevertheless, a beneficiary may at any time sell any number of shares in his or her holding, as may be necessary for the proceeds of such sale to be used for payment of all or some of the exercise price, including for a down payment if the program establishes a time payment plan. Where time payment is permitted under any given stock option program, and except upon prior consent of our board or under an approved proposal of the compensation committee of directors, a transfer restriction will apply preventing any sale of shares for which an option is exercised until such time as the exercise price is fully paid. Additionally, where an exception applies, the proceeds of such sale must be used primarily for payment of any outstanding balance of the exercise price. In the particular case of our additional options program, a lock-up period may apply (as established in the discretion of our board of directors or the compensation committee, as applicable), such that beneficiaries will only be permitted to sell, transfer or otherwise dispose of their Own Shares, 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 or any manner other than through disbursement of the beneficiarys own funds, and any securities convertible into, or exercisable or exchangeable for shares, which are in any way attributable to their Own Shares, after the expiration of the lock-up period. Where established, the lock-up period must coincide with, and be proportional to the additional options vesting periods, such that Own Shares can be sold as the options exercised for additional shares. Moreover, unless our board of directors (or the compensation committee, as applicable) decides otherwise, a sale or other disposition of Own Shares by a beneficiary prior to the date the relevant additional option or lot thereof vests, any outstanding unvested or unexercised options forfeit, with no right to indemnity or consideration. In addition, beneficiaries are required to undertake to refrain from establishing liens or otherwise encumbering Own Shares under lock-up restriction, as well as any shares resulting from the exercise of additional options, for as long as the exercise price or any portion thereof remains unpaid, as any such lien or encumbrance could prevent us from seizing these shares in case the beneficiary should default on paying the exercise price.
m. Events (and criteria) triggering a suspension, modification or termination of the plan

The stock options plan may be discontinued at any time on decision of our board, in which case any existing lockup or trading restrictions would continue in place, with no changes to rights and obligations underlying existing option grants. In addition, our stock options plan provides 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 the surviving company would succeed us as option grantor or any outstanding stock options would vest earlier than anticipated so the optionees can exercise them for a given period, after which the stock options plan would end and any unexercised options forfeit with no right to indemnity or consideration for the option holder. This being the case, the option holders would be given sufficient notice of the event for them to decide on whether they wish to exercise their options and, if so, they would then be required to observe a deadline assigned by our board of directors (as advised by the compensation committee).
n. Effects of termination on rights attributable to departing executive officers under the sharebased compensation plan

Where an option holder officer is removed from office for breach of duty, and where an option holder employee or service provider is terminated for cause (as defined under Brazilian labor and civil law, respectively) any unvested or unexercised options forfeit, with no right to indemnity or consideration for the holder. Unless otherwise determined by our board, acting on recommendation of the compensation committee, or by our chief executive officer, acting on board-delegated authority, where an option holder resigns his/her office or is replaced (if an officer), or resigns his/her job or is terminated without cause (if an employee) or terminates his/her service contract or is terminated with or without cause (if a provider), then (i) any vested options will be exercisable within ninety days after the event, having regard for the exercise deadline established in the relevant stock option program and agreement; whereas (ii) any unvested options will forfeit with no right to indemnity or consideration. In addition, if an option holder were to die or become permanently disabled, unvested options would vest forthwith and the options would be exercisable by either the holder or the heirs or successors, as the case may be, for a period of one after the event, following which any unexercised options would forfeit, with no right to indemnity or consideration for the holder, or his/her heirs or successors. In any such event, the options would be exercisable for all or some of the underlying shares, and the exercise price be payable in one lump-sum. The option holder being deceased, the option rights would be apportioned amongst heirs and successors according to the decedents last will and testament or the laws of intestate succession. The shares for which an option is exercised by either a

54

disable holder or the heirs and successors of a holder shall be free and clear of liens and encumbrances, and of lock-up or trading restrictions, and may be sold at any time after delivered. Retiring option holders are treated similarly, except however a retiring holder would be required to commit to a 120-day non-compete covenant preventing him/her from providing services (whether or not as employee) to direct or indirect competitors in the Brazilian capital markets or other markets where we may operate at the time. Moreover, the provisions of the stock option plan and related programs and grant agreements are not to be construed as assurance of continuing services or employment relationship between an option holder and our company, as no such provision affects in any way our rights to remove any beneficiary from office or position, or to terminate the relevant service or employment contract at any time. Under the plan of stock options grants for directors, if a director is removed from office due to (i) breach of responsibilities or fiduciary duty (per applicable civil and corporate law), or for any of the reasons which otherwise would justify termination for cause under the labor laws, any outstanding stock options (vested and unves ted) forfeit with no right to indemnity or consideration; and (ii) if a director resigns his or her office, any outstanding stock options (vested and unvested) will be exercisable, except for options granted over the course of the year in which the resignation takes place. 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 or companies under common control, which at year-end were held directly or indirectly, in Brazil or abroad, by directors, executive officers and fiscal council members, as grouped by body of holders.
2013
Holders grouped by body Shares of common stock (%)

Board of Directors Executive Board Fiscal Council Total

126,697 2,982,749 n/a 3,109,446

0.006% 0.151% n/a 0.157%

13.6 Share-based compensation (of directors and executive officers) recognized in the income statement for the years ended December 31, 2013, 2012 and 2011, 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, 2013, December 31, 2012 and December 31, 2011, 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 current year. We should note that 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 2013 performance were granted in January 2014, with effects on our results for 2014, while options to rew ard 2012 performance were granted in January 2013, with effects on our results for 2013, and options to reward 2011 performance were granted in January 2012, with effects on our results for 2012.
Year ended December 31, 2013

Body of holders: Number of members: Stock Option Program: I. II. III. Grant date: Number of options granted: Vesting date per lot IV. V. VI. January 2014 January 2015 January 2016 January 2017
Jan. 3, 2018 2011 Stock Options Prgm. Jan. 3, 2011

Executive management board

5
2011 Stock Options Prgm. Jan. 2, 2012

2011 Additional Options Prgm. Jan. 2, 2012

2012 Stock Options Prgm. Jan. 2, 2013

2012 Additional Options Prgm. Jan. 2, 2013

3,420,000 285,000

3,250,000 406,250 270,833 203,125

1,337,170

3,300,000 825,000

1.001.185

Number of vesting options per lot 222,862 166,864 133,717

Jan. 2, 2020 Jan. 2, 2019 Jan. 2, 2021 Jan. 2, 2020

Expiration date Lock-up period - options outstanding at start of year - options lost during over the year

n/a 12.91 12.91

n/a 10.07 10.07

n/a 5.04 5.04 10.78 10.78

n/a 6.74 6.74

Weighted average exercise price per option group set forth below (in R$):

55

- options exercised over the year - options expired over the year VII. VIII. Fair price as of grant date Potential dilution for existing shareholders if all options are exercised in full

12.91 12.91 4.50 0.17%

10.07 10.07 2.79 0.16%

5.04 5.04 4.19 0.07%

10.78 10.78 5.55 0.17%

6.74 6.74 6.98 0.07%

(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. Year ended December 31, 2012

Body of holders Number of members Stock Option Program I. II. III. Grant date Number of options granted Vesting date per lot IV. V. VI. December 2012 January 2013 January 2014 January 2015 January 2016 January 2017
Dec. 30, 2016 2009 Stock Options Program Mar. 3, 2009

Executive management board

5
2010 Stock Options Program Jan. 3, 2011

2011 Stock Options Program Jan. 2, 2012

2011 Additional Options Program Jan. 2, 2012

2,490,000 207,500

3,420,000

3,250,000

1,337,170

Number of vesting options per lot 427,500 285,000 812,500 406,250 270,833 203,125 133,717
Jan. 3, 2018 Jan. 2, 2020 Jan. 2, 2019

222,862

Expiration date Lock-up period - options outstanding at start of year - options lost during over the year - options exercised over the year - options expired over the year

n/a 6.6 6.6 6.6 6.6 2.93 0.12%

n/a 12.91 12.91 12.91 12.91 4.50 0.17%

n/a 10.07 10.07 10.07 10.07 2.79 0.16%

n/a 5.04 5.04 5.04 5.04 4.19 0.07%

Weighted average exercise price per option group set forth below (in R$):

VII.

Fair price as of grant date Potential dilution for existing shareholders VIII. if all options are exercised in full

(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. Year ended December 31, 2011

Body of holders Number of members Stock Option Program I. II. III. Grant date Number of options granted Vesting date per lot IV. V. VI. December 2012 January 2013 January 2014 January 2015 January 2016 January 2017

Executive management board

5
2009 Stock Options Program Mar. 3, 2009

2010 Stock Options Program Jan. 3, 2011

2,490,000 311,250 207,500

3,420,000

Number of vesting options per lot

855,000 855,000 427,500 285,000

Dec. 30, 2016 Jan. 3, 2018

Expiration date Lock-up period

n/a

n/a

Weighted average exercise price per option group set forth below (in R$):

56

- options outstanding at start of year - options lost during over the year - options exercised over the year - options expired over the year VII. Fair price as of grant date Potential dilution for existing shareholders if all VIII. options are exercised in full

6.6 6.6 6.6 6.6 2.93 0.12%

12.91 12.91 12.91 12.91 4.50 0.17%

(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. Current year - 2014 forecast

Body of holders Number of members Stock Option Program

I. II. III.

Executive management board

Board of Directors

11

Grant date Number of options granted Vesting date per lot

January 2015 January 2016 January 2017 April 2017

2013 Boards 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. Jan. 2, 2012 Jan. 2, 2012 Jan. 2, 2013 Jan. 2, 2013 Jan. 2, 2014 Jan. 2, 2014 Jan. 2, 2014

3,250,000 270,833 203,125

1,337,170 222,862 133,717

3,300,000 825,000 825,000 825,000 Jan. 2, 2021 n/a 10.78 10.78 10.78 10.78 5.55 0.17%

1,001,185

3,500,000 875,000

1,875,320

330.000

Number of vesting options per lot 166,864 875,000 875,000 Jan. 2, 2020 n/a 6.74 6.74 6.74 6.74 6.98 0.07% Jan. 2, 2022 n/a 8.73 8.73 8.73 8.73 3.43 0.18% 312,553 99,000 Jan. 2, 2020 n/a 10.07 10.07 10.07 10.07 2.79 0.16% Jan. 2, 2019 n/a 5.04 5.04 5.04 5.04 4.19 0.07% Jan. 2, 2021 n/a 5.46 5.46 5.46 5.46 4.33 0.09%
Apr. 30, 2022

IV. V. VI.

Expiration date Lock-up period - outstanding at start of year - lost during over the year - exercised over the year - expired over the year

n/a 10.92 10.92 10.92 10.92 2.98 0.016%

Weighted average exercise price per option group set forth below (in R$):

Fair price as of grant date Potential dilution for existing VIII. shareholders if all options are exercised in full
VII.

13.7 Outstanding stock options held by directors and executive officers at year-end The tables below set forth information on stock options outstanding at December 31, 2013, 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 paid. Again, we should note that, pursuant to a decision of our board of directors, long-term incentives attributable to executives in any particular year materialize in the form of stock option grants at the start of the next year. Thus, stock options to reward 2013 performance were granted in January 2014, with effects on our results for 2014.
Year ended December 31, 2013

Body of holders Number of members Stock Option Program Unvested options Number of unvested options Vesting date per lot January 2014 January 2015 January 2016 2010 Stock Options Prgm. 592,500 592,500

Board of executive officers 4 2011 Stock 2011 Addl 2012 Stock Options Prgm. Options Prgm. Options Prgm. 2,100,000 1,228,140 3,000,000 Number of vesting options per lot 700,000 750,000 700,000 614,072 750,000 700,000 750,000

2012 Addl Options Prgm. 1,001,185

500,593

57

January 2017 January 2018 Expiration date Lock-up period Weighted average exercise price (in R$): Fair price at year-end Vested options Number of vested options Expiration date Lock-up period Weighted average exercise price (in R$): Fair price as of December 31,2013
Aggregate fair price at year-end (all options)

614,068 03/01/2018 n/a 12.91 4.50 1,777,500 03/01/2018 n/a 12.91 4.50 4.50 02/01/2020 n/a 10.07 2.79 125,000 02/01/2020 n/a 10.07 2.79 2.79 02/01/2019 n/a 5.04 4.19 n/a n/a n/a n/a 4.19

750,000 02/01/2021 n/a 10.78 5.55 02/01/2021 n/a n/a n/a 5.55 500,592 02/01/2020 n/a 6.74 6.98 n/a n/a n/a n/a 6.98

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, 2013, 2012 and 2011 taking into account the number of governance and management body members that actually exercised options and received shares.
Year ended December 31, 2013
Board of Directors Board of executive officers Total

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 Weighted average exercise price Aggregate of difference between exercise price and market price of shares for which options were exercised

n/a n/a n/a n/a n/a n/a n/a n/a

5 1,607,500 R$8.85 R$2,668,875.00 0 0 0 0

5 1,607,500 R$8.85 R$2,668,875.00 0 0 0 0

Year ended December 31, 2012

Board of Directors Board of executive officers Total

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 Weighted average exercise price Aggregate of difference between exercise price and market price of shares for which options were exercised

n/a n/a n/a n/a n/a n/a n/a n/a

5 170,000 R$6.01 R$1,011,584.50 0 0 0 0

5 170,000 R$6.01 R$1,011,584.50 0 0 0 0

Year ended December 31, 2011

Board of Directors Board of executive officers Total

Number of members Options exercised Number of shares Weighted average exercise price

n/a n/a n/a

5.67 497,500 R$6.40

5.67 497,500 R$6.40

58

Year ended December 31, 2011

Board of Directors Board of executive officers Total

Total difference between exercise price and market price of shares for which options were exercised Shares delivered Number of shares Weighted average exercise price Aggregate of difference between exercise price and market price of shares for which options were exercised

n/a n/a n/a n/a n/a

R$2,934,395.00 0 0 0 0

R$2,934,395.00 0 0 0 0

13.9 Summary information required to better understand data disclosed under subsections 13.6 to 13.8 above.
a. pricing model

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 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 as of each grant date under the relevant Program; b) The estimate of 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 also taken into consideration 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 European options with the advantage of capturing the effects of early exercise and dividend payments associated with the options concerned. 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 (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:
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) Data & Assumptions Grant date Share price (in R$)
2013 Stock Option Program

Jan. 2, 2014 10.92 8.73 35.62% Jan. 2, 2022 80.00% 10.57%

2013 Additional Options Program

Jan. 2, 2014 10.92

59

Exercise price (in R$) Expected volatility (year) Option life (last exercise date) Expected dividend (payouts) Risk-free interest rate (p.a., 252 trading days) Data & Assumptions Grant date Share price (in R$) Exercise price (in R$) Expected volatility (year) Option life (last exercise date) Expected dividends (payouts) Risk-free interest rate (p.a., 252 trading days) Data & Assumptions Grant date Share price (in R$) Exercise price (in R$) Expected volatility (year) Option life (last exercise date) Expected dividends (payouts) Risk-free interest rate (p.a., 252 trading days) Data & Assumptions Grant date Share price (in R$) Exercise price (in R$) Expected volatility (year) Option life (last exercise date) Expected dividend (payouts) Risk-free interest rate (p.a., 252 trading days) Data & Assumptions Grant date Share price (in R$) Exercise price (in R$) Expected volatility (year) Option life (last exercise date) Expected dividends (payouts) Risk-free interest rate (p.a., 252 trading days) Data & Assumptions Grant date Share price (in R$) Exercise price (in R$) Expected volatility (year) Option life (last exercise date) Expected dividend (payouts) Risk-free interest rate (p.a., 252 trading days) Data & Assumptions Grant date Share price (in R$) Exercise price (in R$) Expected volatility (year) Option life (last exercise date) Expected dividend (payouts) Risk-free interest rate (p.a., 252 trading days) Data & Assumptions Grant date Share price (in R$) Exercise price (in R$) Expected volatility (year) Option life (last exercise date) Expected dividend (payouts) Risk-free interest rate (p.a., 252 trading days)

5.46 35.62% Jan. 2, 2022 80.00% 10.57%

2013 Boards Stock Options Program

Jan. 2, 2014 10.92 10.92 35.62% Apr. 30, 2022 80.00% 10.57%
2012 Stock Option Program

Jan. 2, 2013 14.11 10.78 29.18% Jan. 2, 2021 80.00% 9.21%

2012 Additional Options Program

Jan. 2, 2013 14.11 6.74 29.18% Jan. 2, 2020 80.00% 9.21%

2011 Stock Option Program

Jan. 2, 2012 9.80 10.07 29.99% Jan. 2, 2020 80.00% 11.07%

2011 Additional Options Program

Jan. 2, 2012 9.80 5.04 29.99% Jan. 2, 2019 80.00% 11.05%

2010 Stock Option Program

Jan. 3, 2011 13.40 12.91 25.00% Jan. 3, 2018 80% 11.78%

2009 Stock Option Program

Mar. 2, 2009 5.80 6.60 67.57% Dec. 30, 2016 50% 13.47%

60

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 ex-dividend 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. d. method for determining expected volatility 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.
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 granted under our plan. 13.10 Existing pension plans for directors and executive officers.
Board of Directors Board of executive officers

Total

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 Conditions of early redemption (if any)

n/a n/a n/a n/a n/a n/a

5 Mercaprev 1 n/a R$4,716,903.61 R$283,489.00 Yes. Employee portion only

5 1 n/a R$4,716,903.61 R$283,489.00 -

13.11

Average compensation paid to directors, executive officers and fiscal council members.

We should note that, pursuant to our stock options plan and a decision of our board of directors, share-based longterm incentive attributable to performance of officers and 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 2013 performance were granted on January 2, 2013, with effects on our results for 2014. Likewise, stock options to reward 2012 performance were granted on January 2, 2013, with effects on our results for 2013, rewards for 2011 performance were granted on January 2, 2012, with effects on our results for 2012, whereas 2010 performance was rewarded with option grants on January 3, 2011, with effects on our results for 2011. 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, lowest compensation information considers just the number of executive officers actively 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. The highest compensation figure was paid to an executive officer that was actively working from January to December 2013. 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 a total of eleven) that were actively 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, 2013. The average compensation paid to directors in 2013 totaled R$497,241.59.
Year ended December 31, 2013
Board of Directors Board of executive officers Fiscal Council ( ) *

61

Number of members Highest individual compensation (in R$) Lowest individual compensation (in R$) Average individual compensation (in R$)
( )

11 1,724,453.24 306,762.65 452,037.81

5 15,936,759.13 6,833,514.99 8,403,474.25

n/a n/a n/a n/a

* As discussed under 13.1 above, our fiscal council is not active at this time. However, we have an Audit Committee whose external members were paid aggregate R$1,277,830.96 in 2013. 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; the lowest R$294,249.23. The average compensation was R$306,957.74.

For purposes of the information set forth in the table below, we should note the executive officers were all actively in office throughout the year, from January to December, such that compensation paid to them over the full 12month period was recognized in the statement of income for the year ended December 31, 2012. We should further note that one of our directors was not earning compensation in 2012, such that information on lowest-highest individual compensation paid to directors in 2012 takes into account the just ten of the eleven directors that were actively 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.
Year ended December 31, 2012
Board of Directors Executive Board Fiscal Council ( ) *

No. of members Highest individual compensation (in R$) Lowest individual compensation (in R$) Average individual compensation (in R$)
( )

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

* As discussed in item 13.1 above, our fiscal council is not active at this time. However, we have an Audit Committee whose external members were paid aggregate compensation of R$997,765.48 in 2012. Taking into account the compensation paid to three of the four external committee members that received compensation over the full 12 -month period, from January to December, (one member took a temporary leave of absence) the highest compensation recognized for 2012 totaled R$280,002.81; the lowest R$240,876.42. The average compensation was R$249,441.37.

For purposes of the information set forth in the table below, we should note that the organizational restructuring process implemented in September 2011 modified our board of executive officers in the following ways: (i) three executive officers resigned; and (ii) two new executive officers we re later appointed. Thus, information on lowest individual compensation paid to executive officers in 2011 takes into account the three executive officers that were in office for the full 12 months of the year. Additionally, for information on highest yearly compensation paid to executive officers in 2011 the reported figures include compensation we recognized in the income statement for the year ended December 31, 2011. The executive officer that earned the highest compensation worked throughout the year, from January to December. We should further note that one of our directors was not earning compensation in 2011. Moreover, because our current board of directors was elected at the annual meeting held in April 2011, with some members having been reelected, information on lowest individual compensation paid to directors in 2011 takes into account the nine directors that were actively in office throughout the year, from January to December. Additionally, for information on highest yearly compensation paid to directors, the reported figures include all compensation we recognized in the income statement for the year. The director that earned the highest compensation was in office throughout the year, from January to December. The average annual compensation pai d to our directors in 2011 amounted to R$412,275.39.
Year ended December 31, 2011
Board of Directors Executive Board Fiscal Council ( ) *

No. of members Highest individual compensation (in R$) Lowest individual compensation (in R$) Average individual compensation (in R$)
( )

10.75 1,509,368.77 219,300.00 373,924.19

5.67 10,805,969.27 4,003,528.08 5,270,111.64

n/a n/a n/a n/a

* As discussed in item 13.1 above, our fiscal council is not active at this time. However, we have an Audit Committee whose external members were paid aggregate compensation of R$973,513.44 in 2011. 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 2011 totaled R$287,136.99; the lowest R$228,792.15. The average compensation was R$243,378.36.

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

62

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 and other senior managers 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 with regard to controlling shareholders or companies under common control. Additionally, no amount has been recognized in our income statement in connection with payments by any subsidiary or affiliate by way of fees or compensation to our directors and executive officers. 13.16 Additional reportable information Any and all reportable information related to compensation of directors and officers has been addressed in the discussion above, so that there is no additional information we should discuss at this time.

63