Annual Shareholders' Meeting - 03.30.2015 - Practical Guide

BM&FBOVESPA ANNUAL AND
EXTRAORDINARY SHAREHOLDERS
MEETINGS
3/30/2015
PRACTICAL GUIDE
ANNUAL AND EXTRAORDINARY SHAREHOLDERS MEETINGS TO BE HELD ON
3/30/2015
So Paulo, February 26, 2015

Dear Shareholders,
It is a pleasure to invite you to participate in the Annual and Extraordinary
Shareholders Meetings of BM&FBOVESPA S.A. Bolsa de Valores, Mercadorias e
Futuros, which are being called to be held on March 30, 2015, at 11:00 a.m., an
exception at a different address than that of registered office, at Rua XV de Novembro,
275, Downtown, in the City of So Paulo, State of So Paulo, 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 27, 2015.
In this letter, it is worth mentioning that, in 2014, the board of directors has been and
continues to be fully engaged in practicing higher standards of corporate governance.
BM&FBOVESPA has self-regulatory activities, is a public company with widespread
ownership, and plays a role as a driver of good corporate governance practices which
requires us to be steadfast in continuously pursuing improvements in our own
practices. Accordingly, we are now putting forward to you a proposal to amend the
bylaws with the aim of further enhancing the Companys governance documents.
In ensuring we stay focused on the quality of our governance practices, we actively
engage the wisdom of our board advisory committees, namely the Audit Committee,
the Nominations and Governance Committee, the Compensation Committee, the Risk
Committee and the Intermediation Industry Committee. Over the course of 2014, the
board of directors held thirteen meetings, nine of them personal attendance meetings
and four held by conference. In all, we devoted around 34% of our meeting time to
considering strategic topics related to the Company and the business, and 33% to
receiving and debating the reports of committee coordinators. This figure shows the
importance of the role the advisory committees perform in ensuring our corporate
governance mechanisms are put to effective use.
Summary information on the
principal activities performed by these committees in 2014 could be found in the

Managements Annual Report.
Also in 2014, Management continued to implement our strategic plan and made
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significant headway in advancing a number of initiatives and projects designed to

support our future growth and strengthen the Companys strategic position. In further
developing the technology infrastructure we offer the capital markets, we rolled out in
August the first module of our new, integrated multi-market clearing facility (now fully
operational and providing services for the derivatives segment), and CORE, or
CloseOut Risk Evaluation, which is our multi-asset, multi-market risk management
framework and the lynchpin of our risk management system architecture. In March,
we launched a new platform for registration of fixed-income securities traded on fixedincome and OTC markets. And we have now completed the construction of our new
data center, which adds to the efficiency and reliability of our technology park and
gives us the ability to increase throughput capacity over time. Having successfully
delivered these and other projects was an accomplishment in itself even as the
challenging economic environment weakened trading volumes spurring heightened
market volatility. Nonetheless, our transformative accomplishments change and
improve the trading and post-trade infrastructure we offer the Brazilian capital markets,
and reaffirm our commitment to be a driver of good corporate governance practices
and affect positive change for the markets and stakeholders.
Regarding effective expense management, we have all sustained relentless focus on
keeping the build-up in expenses well below the average inflation rate of the economy.
And, we successfully kept our commitment to deliver return for shareholders through
an effective combination of dividend payouts and share buybacks while staying clear
of any action susceptible to compromising the financial health of the Company.
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 these Meetings 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
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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 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
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Summary
Clarifications and Orientations ............................................................................. 6
A.Participation in the Annual and Extraordinary Shareholders Meetings
.................................................................................................................................. 7
A.1. Personal Participation .................................................................................... 8
A.2. Power of Attorney ........................................................................................... 8
A.2.1 Electronic Power of Attorney....................................................................... 8
A.2.2 Physical Power of Attorney ....................................................................... 10
A.2.2.1 Prior Registration ..................................................................................... 15
A.3 Public Proxy Request .................................................................................... 15
B. Matters to be Resolved in the Annual Shareholders Meeting of
BM&FBOVESPA .................................................................................................... 16
C. Matters to be resolved in the Extraordinary Shareholders Meeting of
BM&FBOVESPA .................................................................................................... 32
D. Documents that are Pertinent to the Matters to be Resolved in the Annual
and Extraordinary Shareholders Meetings of BM&FBOVESPA ...................... 34
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PRACTICAL GUIDE FOR PARTICIPATION IN THE ANNUAL AND

EXTRAORDINARY SHAREHOLDERS MEETINGS OF BM&FBOVESPA
TO BE HELD ON MARCH 30, 2015
CLARIFICATIONS AND ORIENTATIONS
This Manual contains the clarifications that are necessary to facilitate the participation
of the shareholders in the Annual and Extraordinary Shareholders Meetings of
BM&FBOVESPA to be held on March 30, 2015, 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.
6404, of December 15, 1976, as subsequently amended (Corporation Law), and of
CVM Instruction No. 481, of December 17, 2009 (CVM Instruction No. 481).
Therefore, in compliance with the determinations of the Corporation Law,
BM&FBOVESPA will hold the Annual and Extraordinary Shareholders Meetings
called for:
Date: March 30, 2015

Place: Rua XV de Novembro, 275, Downtown,
So Paulo/SP Brazil
Time: 11:00 a.m.
The following matters included in the agenda will be resolved in the Annual
Shareholders Meeting:
(1)
To receive Managements annual report, and to receive, review and judge the
Financial Statements as of and for the year ended December 31, 2014;
(2)
To consider the proposal on allocation of net income for the year ended
December 31, 2014 and on dividends;

(3)
To elect the members of the Board of Directors; and
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(4)
To set the aggregate compensation amount payable in 2015 to members of the
board of directors and the board of executive officers.

The information on each one of the matters for the Annual Shareholders Meeting is
detailed in item B of this Manual.
In the Extraordinary Shareholders Meeting the proposals of amendment of the
Companys Bylaws shall be resolved, and the information on such proposals are
detailed in item C of this Manual.
A.
PARTICIPATION
MEETINGS
IN THE
ANNUAL
AND
EXTRAORDINARY SHAREHOLDERS
The participation of the Shareholders in the General Meetings of the Company is of

extreme importance. For such reason, we shall clarify that for 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. And for convening the Extraordinary
Shareholders Meeting, it will be necessary to have the presence of at least two thirds
(2/3) of the Companys capital stock. If such legal quorums are not attained the
Company will publish a Call Notice to announce a new date for holding the Annual and
Extraordinary Shareholders Meetings on second call, when it may convene with the
presence of any number of shareholders. If only the quorum that is necessary for
convening the Extraordinary Shareholders Meeting is not attained, the Company will
announce a new date for holding such meeting on second call, when it may convened
with the presence of any number of shareholders.
The participation of the shareholders can be personal or by a duly established
attorney-in-fact.
It will be required to present the following documents, as original or certified copy:
For Individuals
ID of the shareholder or, if applicable, ID of

his/her attorney-in-fact and the relevant
power of attorney
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For Legal entities
Last
bylaws
or
restated
articles
of
association and the corporate documents

that evidence the legal representation of the
shareholder
ID of the legal representative
Last funds consolidated regulation and its

administrators bylaws or restated articles
For investment funds
of
association,
documents
and
that
the
evidence
corporate
the
legal
representation
ID of the legal representative
A.1. PERSONAL PARTICIPATION

To the shareholders wishing to personally attend the Annual and Extraordinary
Shareholders Meeting of the Company, we kindly ask them to appear at Rua XV de
Novembro, 275, on March 30, 2015, as from 10:30 a.m.
A.2. POWER OF ATTORNEY

A.2.1 Electronic Power of Attorney
In order to facilitate
and encourage 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 ICPBrasil (Brazilian Public Code Keys Infrastructure), on the terms of Provisional Measure
No. 2200-2, of August 24, 2001.
In
order to
vote via
Internet the shareholder must
www.assembleiasonline.com.br
and
obtain
cost-free
register on address
digital
certificate.
The
shareholders as from now may initiate the procedures to register and obtain the digital
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certificate.
A power of attorney issued via the electronic platform shall be granted to three
attorneys-in-fact made available by the Company under the terms of item A.2.2 below.
A.2.1.1
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.
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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 12, 2015 to 6:00 p.m. on March 27,
2015 to grant a power of attorney through the Assembleias Online portal.
A.2.1.2
Shareholders already registered on the Assembleias Online
platform
If you registered in the prior year (steps 1 and 2 of item A.2.1.1 above), you should be
sure to check that your digital certificate is still valid; if so, you should renew the
registration at this time.
To renew your digital certificate issued by Certisign, you should access the
administrative menu through the Assembleias Online website, you may do so opt for
the service of renewal of digital certificate.
After confirming the validity of your digital certificate, you are 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.2.1.1 above.
A.2.2 Physical Power of Attorney

In addition to the granting of a power of attorney in electronic form, as mentioned in
item A.2.1. above, 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 Corporation Law, you may be
represented by an attorney-in-fact that has been appointed less than one (1) year ago
and that is a shareholder, attorney, financial institution or manager of the Company.
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If you cannot be present at the Shareholders Meeting or cannot be represented by an

attorney-in-fact of your choice, the Company makes available the names of three
attorneys-in-fact to represent you 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:
Snia Aparecida Consiglio Favaretto, Brazilian, married, journalist, with address at
Praa Antonio Prado, 48 in the Capital City of the State of So Paulo, bearer of
Identity Card No. 15.895.199-2 SSP/SP and enrolled with the Individual Taxpayers
Register of the Ministry of Finance under CPF/MF No. 091.199.808-09.
2) To vote the shares AGAINST 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 the State of So Paulo at Praa Antonio Prado, 48, enrolled with
OAB/SP (Brazilian Bar Association - So Paulo Chapter) under No. 113.495 and with
CPF/MF under No. 867.075.747-87.
3) To ABSTAIN FROM VOTING of the proposals and matters included in the
order of business:
Eduardo Lopes Farias, Brazilian, married, computer scientist, domiciled in this
Capital City of the State of So Paulo at Praa Antonio Prado, 48, ID No. 09493120-1
IFP-RJ and enrolled with the CPF/MF under No. 027.002.197-32.
Accordingly we present the form 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.
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FORM OF 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 names and appoints as its attorneys-in-fact:
Snia Aparecida Consiglio Favaretto, Brazilian, married, journalist, with
address at Praa Antonio Prado No. 48 in the Capital City of the State of So
Paulo, bearer of Identity Card No. 15.895.199-2 SSP/SP and enrolled with the
Individual Taxpayers Register of the Ministry of Finance under CPF/MF No.
091.199.808-09, to vote the shares IN FAVOR of the proposals and matters
included in the order of business, strictly in accordance with the express voting
instructions of the Grantor, as provided and set forth below;
Roberto Augusto Belchior da Silva, Brazilian, married, attorney, domiciled in
this Capital City of the State of So Paulo at Praa Antonio Prado No. 48,
enrolled with OAB/SP (Brazilian Bar Association - So Paulo Chapter) under No.
113.495 and with CPF/MF under No. 867.075.747-87, to vote the shares
AGAINST of the proposals and matters included in the order of business,
strictly in accordance with the express voting instructions of the Grantor, as
provided and set forth below;
Eduardo Lopes Farias, Brazilian, married, computer scientist, domiciled in this
Capital City of the State of So Paulo at Praa Antonio Prado No. 48, ID No.
09493120-1 IFP-RJ and enrolled with the CPF/MF under No. 027.002.197-32, to
ABSTAIN FROM VOTING of the proposals and matters included in the order of
business, strictly in accordance with the express voting instructions of the
Grantor, as provided and set forth below;
granting to them powers to attend, examine, discuss and vote on behalf of the
Grantor in the Annual and Extraordinary Shareholders Meetings of the
Company to be held on March 30, 2015, at 11:00 a.m., an exception at a
different address than that of the registered office, at Rua XV de Novembro, 275,
Downtown, in the City of So Paulo, State of So Paulo, in accordance with the
orientations established below, concerning the following matters shown in the
order of business.
Order of business
(I) At the Annual Shareholders Meeting:
(1) To receive Managements annual report, and to receive, review and judge
the Financial Statements as of and for the year ended December 31, 2014;
In favor ( ) Against( ) Abstention( )
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(2) To consider the proposal on allocation of net income for the year ended
December 31, 2014 and on dividends, as per the list of candidates proposed by
the Companys Management;
(3) To elect the members of the Board of Directors, as per the list of candidates
proposed by the Companys Management.
(4) To set the aggregate compensation amount payable in 2015 to members of
the board of directors and the board of executive officers.
II At the Extraordinary Shareholders Meeting:
(1) To consider and vote Managements proposal to amend the following
provisions of the Bylaws of BM&FBOVESPA:
(a) to amend the Article 1 to include a new paragraph for compliance with
subsection 8.1 of the recently revised Issuer Registration and Securities Listing
Rules of BM&FBOVESPA;
(b) to amend the Article 5 to state the modified number of shares currently
issued and outstanding, as resulting from the cancellation of 85,000,000 shares
of treasury stock, implemented with no reduction of the capital stock amount, as
approved by the Board at the meeting held on 2/10/2015;
(c) to reword the (c.1) Article 22, paragraph 4 (indent b); (c.2) Article 29, indent
b; (c.3) Article 47, indent c; (c.4) Article 50, sole paragraph (indents d and
f), as well to add: (c.5) indent e to paragraph 4 of Article 22; and (c.6)
paragraph 1 to Article 32, in line with the better recommended corporate
governance standards.
(d) to amend the Article 22, indent b of paragraph 6, so as to increase from 5%
to 7% the ownership limit that defines an independent director;
(e) to reword the Article 30, indent c, to be consistency with the rules adopted
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by BM&FBOVESPA;
(f) amendments related to the authority and name of the existing Risk
Committee, with changes to: (f.1) Article 45, indent d, (f.2) Article 51, main
provision and paragraph 1 (indents a, b, and c); and additions as follows:
(f.3) indents d, e, f and g of paragraph 1 of Article 51;
(g) to amend the Article 46, main provision and paragraph 1, and addition of a
paragraph 2 to allow the participation of one more Independent Director as Audit
Committee member; and
(h) the following amendments relate to changes regarding renumbering of items,
minor wording adjustments and corrections, including with respect to cross
references: (h.1) Article 1, sole paragraph; (h.2) Article 22, paragraph 4 (indents
c and d); (h.3) Article 32, sole paragraph; (h.4) Article 34, main provision;
(h.5) Article 35, indent l; (h.6) Article 46, main provision, and paragraphs 2
though 5, and (h.7) Article 51, paragraph 1.
For the purposes of granting this power of attorney, the attorney-in-fact shall
have powers limited to the attendance of the Annual and Extraordinary
Shareholders Meeting in first and second call, as the case may be, and to cast a
vote in accordance to the vote instructions defined above, not being entitled nor
required to take any other measures which are not necessary for the compliance
with this power of attorney. The attorney-in-fact is authorized to abstain from any
resolution or matter to which it has not received, at its own discretion, sufficiently
specific vote instructions.
The term of effectiveness of this power of attorney is only valid for the
Shareholders Meetings mentioned above, on first or second call.
[City], [month] [day], [2015]
_____________________________
Grantor
By: (name)
(title)
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A.2.2.1 PRIOR REGISTRATION

For the case of granting powers of attorney by physical means, the documents
referred to in A and A.2.2 can be delivered at the headquarters of
BM&FBOVESPA up to the time for opening the Shareholders Meetings.
However, aiming at facilitating the access of the shareholders to the Shareholders
Meetings, we ask that the delivery of such documents be made as early as possible,
as from March 12, 2015.
The documents must be delivered at Rua XV de Novembro, 275, 5th floor, Centro,
CEP: 01013-001, So Paulo/SP Brazil, care of the Investor Relations Executive
Office, email: ri@bmfbovespa.com.br.
A.3. PUBLIC PROXY REQUESTS

Shareholders whose interested in BM&FBOVESPA shares exceeds half a percent
(0.5%) of the capital stock may enter public proxy requests on the Assembleias
Online system, on the terms of the Corporation 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 Chief
Financial, Corporate and Investor Relations Executive Officer of the Company, Mr.
Daniel Sonder.
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.
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B.
MATTERS TO BE RESOLVED IN THE ANNUAL SHAREHOLDERS MEETING OF
BM&FBOVESPA
On the terms of the Corporation 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 managers and, if
applicable, the election of the members of the Board of Directors.
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 30, 2015:
First Item
To receive Managements annual report, and to receive, review and
judge the Financial Statements as of and for the year ended December 31, 2014.
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, relating to the fiscal year ended 12/31/
2014, and published on 2/11/2015 in the Valor Econmico newspaper and in the
Official Gazette of the State of So Paulo, were approved by the Board of Directors
in a meeting held on 2/10/2015.
Financial Statements
The Financial Statements express the economic-financial status of the Company, as
well as the changes in stockholders equity of the last fiscal year, enabling the
shareholders to assess the equity status and the level of profitability of
BM&FBOVESPA.
The Financial Statements are prepared based on international accounting standards
(IFRS) issued by the International Accounting Standards Board (IASB) and
interpretations issued by the International Financial Reporting Interpretations
Committee (IFRIC) implemented in Brazil by means of the Accounting Statements
Committee (CPC) and its technical interpretations and instructions approved by the
Securities Commission. Such Statements comprise the Balance Sheet, the Statement
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of Changes in Stockholders Equity, the Statement of Cash Flows, the Statement of

Income and the Statement of Added Value. The Financial Statements are
supplemented by notes that have the purpose of assisting the shareholders in
analyzing and understanding the Statements.
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 nonfinancial, 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 relating to this item of the agenda are available for the
shareholders at the headquarters of the Company, on its Investor Relations page and
on the sites of BM&FBOVESPA and of the Brazilian Securities Commission:
(a) Management Report;
(b) Financial Statements for fiscal year 2014;
(c) Comments of the directors on the financial status 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 2014.
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Second Item
To consider the proposal on allocation of net income for the year

ended December 31, 2014 and on dividends.
The net income of R$977,053,025.26 earned by BM&FBOVESPA in the fiscal year

ended 12/31/2014 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 2/10/2015 the Board of Directors of the Company approved the
proposal of allocation of the net income for the fiscal year as described below, which
proposal will be submitted for approval by the shareholders in the Annual
Shareholders Meeting:
(i)
R$781,642,000.00 for the mandatory dividends, which after offsetting the

interim dividends paid relating to fiscal year 2014, in the amount of
R$595,701,000.00,
will
result
in
an
outstanding
balance
of
R$185,941,000.00, which it is proposed to be distributed to the shareholders

on account of dividends, resulting in a value of R$0.10316344 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 Call Option Plan of the Company and any acquisition of shares
within the scope of the Buyout Plan of the Company); and
(ii)
R$195,411,025.26 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 4/28/2015, using as a calculation base the equity position on 4/15/15,
2015.
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 elect the members of the Board of Directors.
The current Board of Directors of BM&FBOVESPA was elected in the Annual
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Shareholders Meeting of 4/15/2013 to take office until the Annual Shareholders

Meeting of 2015 to which this Manual refers. For election of the members of the Board
of Directors which shall take office from the Annual Shareholders Meeting of 2015
until the Annual Shareholders Meeting of 2017, the Board of Directors approved
according to the recommendation of the Governance and Designation Committee, the
list of the names of the candidates as established in article 23 of the Companys
Bylaws.
Therefore, the list proposed by the Management of BM&FBOVESPA is composed by
the candidates designated below, and the information regarding their qualifications
and professional and academic experiences are described as follows:
Reelections:
Andr Santos Esteves, 47 years old, is a Brazilian citizen, married, systems

analyst, bearer of ID n 07.767.022-2, enrolled with the Individual Taxpayers
Registry of the Ministry of Finance under CPF/MF n 857.454.487-68, and has
domicile at Avenida Brigadeiro Faria Lima, n 3.477, 14 th floor, So Paulo, SP.
He is CEO of Banco BTG Pactual S.A. Before founding BTG in June 2008, he
was president and CEO of UBS Pactual from 2006 to 2008. He was appointed
Global Head of Fixed Income at UBS in August 2007 and Global Head of FICC
(Fixed Income, Currencies and Commodities) at UBS in October 2007. He held
both positions until his departure from UBS in 2008. He worked for 17 years at
Banco Pactual until the institution was sold to UBS in 2006. He joined the bank
in 1989, became a partner in 1993 and was appointed member of the executive
committee in 2002. He was a member of the board of the BM&F - the
Commodities and Futures Exchange, from 2002 to 2006. He has a degree in
Computer Science from the Federal University of Rio de Janeiro. Over the last
5 years he has been (i) Executive Officer of Pactual Asset Management S.A
DTVM; (ii) Executive Officer of Pactual Corretora de Seguros S.A.; (iii)
Executive Officer of Sistema Leasing S.A Arrendamento Mercantil; (iv) Chief
Executive Officer and Chairman of the Board of Banco BTG Pactual S.A.; (v)
Global Head of Fixed Income and Global Head Global of FICC (Fixed Income,
Currencies and Commodities) of UBS AG;
(vi) a Director of the Brazilian
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Federation of Banks FEBRABAN; and (vii) member of the Board of Directors

of BM&FBOVESPA S.A.
Charles Peter Carey, 58 years old, is a United States Citizen, married,

business administrator, bearer of passport n. 027966928, issued by the U.S.
Department of State, with offices at 604 West 52nd Place, Western Springs,
Illinois 60558, United States of America. A Business Administrator, he held the
position of Vice Chairman in the CME Board of Directors from July 2007 until
May 2010. Previously he had been president of the Chicago Board of Trade
(CBOT) from 2003 to 2007 and one of those responsible for transforming the
CBOT into a publicly listed company on the NYSE. He is currently a Director of
the CME Group Inc. and president of the Chicagoland Sports Hall of Fame.
Claudio Luiz da Silva Haddad, 68 years old, is a Brazilian citizen, married,

mechanical and industrial engineer, bearer of ID n 2002998, enrolled with the
Individual Taxpayers Registry of the Ministry of Finance under CPF/MF n
109286697-34, and has domicile at Rua Irlanda, n 135, So Paulo/SP. A
mechanical and industrial engineer from the Military Institute of Engineering in
Rio de Janeiro (1969), he holds a Masters and a Doctorate in Economics from
the University of Chicago (1974) and Owner/President Management Program
(OPM) of Harvard Business School (1987). He was a full-time professor at the
Graduate School of Fundao Getlio Vargas, from 1974 to 1979. In 1979 he
served as chief economist at the Banco de Investimentos Garantia S.A., and in
1980 was appointed an executive officer of the Central Bank of Brazil, with
responsibility for the public debt and open market transactions, having
remained in this position until the end of 1982. He returned to the Banco de
Investimentos Garantia S.A. in 1983, as partner and executive officer
responsible for the Corporate Finance division and, subsequently, for the entire
investment banking area. In 1992 he was appointed Executive Superintendent
of the bank, a position he held until July 1998. He is President of Instituto Insper
and Chairman of the Board of Directors and principal shareholder of the IBMEC
S.A group, a director of the David Rockfeller Center of Harvard University for
Brazil, the Board of Directors of the Hospital Israelita Albert Einstein, Ideal
lnvest S.A. and Instituto Unibanco.
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Jos de Menezes Berenguer Neto, 48 years old, is a Brazilian citizen,

married, banker, bearer of ID n 13.864.600-4, enrolled with the Individual
Taxpayers of the Ministry of Finance under CPF/MF n 079.269.848-76, and
has domicile at Praa Pereira Coutinho, n 51, 20th floor, So Paulo, SP. He
obtained a Bachelors Degree in Law in 1989 from the Pontifical Catholic
University of So Paulo. He was appointed President of JP Morgan in Brazil
beginning April 1, 2013. He was CEO of Gvea Crdito Estruturado (project
finance). From 2007 to 2012 he worked at Banco Santander S.A. as head of the
Retail, Private Banking, Asset Management and Global Markets and Products
areas, having been an effective member of the Executive Commission and, until
September 2012, a director of Banco Santander in Brazil. Prior to his positions
at Santander, between 2002 and 2007 he served as Executive Vice President
in the Corporate segment at Banco ABN / Real, with direct responsibility for the
Global Markets, Private Banking, Products, Finance and areas and the ALCO
(Asset and Liability Committee). From 1999 to 2002 he served as an Executive
Officer of Banco BBA S.A., with responsibility for: Balance Sheet Management,
Gapping, Proprietary Trading and Capital Markets and was also a member of
the board of directors. Together with the GP Group he founded Utor
Investimentos-NY/So Paulo. Between 1997 and 1998 he served as Co-Head
of Emerging Markets and High Yield Fixed Income at ING Bank New York, as
a member of the Corporate and Private Banking Executive Committee, as well
as a member of the Regional Management Committee of the Americas.
Between 1994 and 1997 he was the officer responsible for the following
segments: Head of Fixed Income, Equities Trading, Sales and Research at ING
Barings Brazil. He was also an effective member of the Branch Management,
Credit and Trading Risk Management Committees, as well as CEO of ING
Brokerage House in Brazil. He was a member of the boards of Gvea
Investimentos S.A., FEBRABAN, ANBIMA, Fundao Brasileira de Proteo da
Juventude e Infncia and the Emerging Markets Traders Association. He was
also Vice President of the Federao Bancria Brasileira - Treasury from 2000
to 2002.
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Luiz Fernando Figueiredo, 51 years old, is a Brazilian citizen, married,

business administrator, bearer of ID n 8.536.780-1, enrolled with the Individual
has domicile at Rua Taques Alvim, n 66, So Paulo, SP. Business
administrator specializing in Finance from Fundao Armando lvares
Penteado (FAAP), having been a professor on that institutions MBA Program.
He is co-founder and Lead Managing Partner at Mau Sekular Investimentos
and currently serves as a Director of the Association of Brazilian Capital and
Financial Market Entities (ANBIMA). In the past he has served as Director of
Grupo Po de Acar, President of the Association of Capital Market Investors
(Brazilian acronym, AMEC) and a Director of Industry Romi. He was cofounding partner of Gvea Investimentos, and partner and Treasury Officer of
Banco BBA. Between 1999 and 2003 he was Monetary Policy Director of the
Central Bank of Brazil. He has also held managerial positions at Banco
Nacional, JP Morgan and local brokerage houses in the trading, foreign
exchange, commodities and variable income functions.
Luiz Nelson Guedes de Carvalho, 69 years old, is a Brazilian citizen, married,

college professor, economist and accountant, enrolled with CRC SP under n
SP-098905/O-9, bearer of ID n 3.561.055-4, SSP/SP, enrolled with the
Individual Taxpayers of the Ministry of Finance under CPF/MF n 027.891.83872, and has domicile at Rua Evangelista Rodrigues, 197, So Paulo, SP. He
holds an Economic degree from the School of Economics, Business and
Accounting of the University of So Paulo (FEA-USP) and in Accountancy from
Faculdades So Judas Tadeu - SP. He also holds a masters degree and
doctorate in Accounting and Controllership from FEA-USP. Doctorate Honoris
Causa from FECAP/SP. He is a Professor at FEA-USP; Director of FIPECAFI;
Member of the Accounting Pronouncements Committee CPC Brazil and its
Vice Coordinator for International Relations; official deputy representative of
CPC Brazil at the Emerging Economies Group (EEG) of the International
Accounting Standards Board (IASB), London; Member of the board of the
International Integrated Reporting Council IIRC, an initiative of the Accounting
for Sustainability - A4S project coordinated by the Prince of Wales; Member of
the Consultative Council of the A4S project and a member of its Governance
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PRACTICAL GUIDE
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and Appointments Committee; and an Independent Member of the SelfRegulation Council of FEBRABAN. He has experience as an arbitrator at the
ICC International Court of Arbitration, headquartered in Paris, and the at the
Brazil-Canada Chamber of Commerce in So Paulo; he is a business
consultant specializing in corporate reorganizations, organizational changes
and mergers and acquisitions; advisor to companies and law firms and offers
expert opinions on litigation involving matters concerning: (i) the financial
system and the capital markets, (ii) auditing of financial statements and
corporate accounting and,(iii) mergers and acquisitions; General Coordinator of
Exame Magazines special supplement Melhores e Maiores (Best and
Biggest) companies in Brazil; Chairman of the Working Group on Capacity
Building
in
the
area
of
International
Financial
Reporting
of
the
Intergovernmental Group of Experts on International Standards of Accounting

and Reporting (ISAR) of UNCTAD/UNO in Geneva, Switzerland; Audit
Committee Coordinator of Cia. Brasileira de Distribuio; member of the Board
of Directors of the NGO FAS Fundao Amaznia Sustentvel; member of
the Board of Directors of the BM&FBOVESPA S.A.; Audit Committee
Coordinator at the BM&FBOVESPA; member of the Sustainability Committee of
the BM&FBOVESPA; member of ABRACICON (The Brazilian Academy of
Accounting Sciences); former member of the Board of Directors da XBRL
International Inc. (20092011); former member of the Financial Crisis Advisory
Group (FCAG) from 2008 to 2010 on the initiative of the Financial Accounting
Standards Board (FASB) and the IASB; first independent President of the
Standards Advisory Council (SAC) of the IASB, (2005 - 2008); former member
of the Consultative and Advisory Group (CAG) of the International Assurance
and Auditing Standards Board of the International Federation of Accountants
(IFAC) from 2005 to 2010; consultant retained by the World Bank for matters of
the Brazilian Financial System and for matters of the Audit Accounting Reforms
in Brazil (2003); former Deputy Director of the IAA (Interamerican Accounting
Association); President with five (05) terms of office and a permanent member
of the Brazilian delegation on the Intergovernmental Group of Specialists in
Accounting Standards and Financial Reports, a UNCTAD/UNO body.
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Pedro Pullen Parente, 61 years old, is a Brazilian citizen, married, business

executive, bearer of ID n 193545 SSP/DF, enrolled with the Individual
has domicile at Rua So Carlos do Pinhal, n 402, apto 12, So Paulo/SP. He
began his civil service career at Banco do Brasil in 1971, and in 1973 he was
transferred to the Central Bank, in both cases after sitting open public
examinations. He was a consultant to the International Monetary Fund and to
public institutions in Brazil, including Secretaries of State and the 1988 Brazilian
Constituent Assembly, having held several positions in the economic area of
government. He was Minister of State (1999-2002), having been the coordinator
of the team handling the transition from the government of President Fernando
Henrique Cardoso to President Lula. During this period he also played an
important role as Chairman of the Energy crisis Management Committee, from
2001 to 2002. From 2003 until 2009 he was Executive Vice President (Chief
Operating Officer) of the RBS Group. He was President and Chief Executive
Officer of Bunge Brasil from January 2010 to April 2014. He currently has a seat
on the boards of SBR-Global and the ABC Group, which he chairs, in addition
to being managing partner of the Prada group of financial consultancy and
advisory companies.
New Designations:
Antonio Carlos Quintella, 49 years old, is a Brazilian citizen, married,

economist, bearer of ID n 32.700.828-3, enrolled with Individual Taxpayers of
the Ministry of Finance under CPF/MF n 864.614.277-91, and has domicile at
Rua Circular do Bosque, n 1.234, So Paulo/SP. Founding partner of
Pennsula Investimentos. He was Chairman of Credit Suisse Hedging-Griffo,
headquartered in So Paulo (2012-2014), and CEO of Credit Suisse Americas
and member of the Executive Board of the Credit Suisse Group (2010-12) and
CEO Credit Suisse Brazil (2003-10). He joined Credit Suisse in 1997, as Senior
Relationship Banker of the Investment Banking division and was appointed
CEO of the operations of Credit Suisse Brazil in 2003. As CEO of Credit Suisse
Brazil he oversaw the expansion of the banks presence in that market,
including the acquisition of Hedging-Griffo, in 2007. He is a member of the
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PRACTICAL GUIDE
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Board of Directors of Fundao OSESP and sits on the Deliberative Council of

the Credit Suisse Hedging Griffo Institute, the Global Advisory Board of the
London Business School, the International Advisory Board of the New York
Philharmonic and the Board of Directors of Cyrela Commercial Properties
CCP. He holds a degree in Economics from the Pontifical Catholic University of
Rio de Janeiro and an MBA from the London Business School (University of
London).
Denise Pauli Pavarina, 51 years old, is a Brazilian Citizen, divorced, banker,

bearer of ID n 11.974.549-5 SSP/SP, enrolled with the Individual Taxpayers of
the Ministry of Finance under CPF/MF n 076.818.858-03, and has domicile at
Ncleo Cidade de Deus, Osasco/SP. She holds a degree in Economics from
Faculdade Armando lvares Penteado - FAAP and in Law from Universidade
Paulista - UNIP, with an Executive MBA in Finance from Instituto Insper. She
began her career in March 1985 at Banco Bradesco de Investimento S.A., a
financial institution that merged with Banco Bradesco S.A. in November 1992.
At Bradesco, she held the positions of Underwriting Manager and Manager of
the Managed Portfolio Department. In September 1996 she was promoted to
the position of Executive Superintendent, being appointed Departmental Head
in January 2001. In June 2006 she was appointed an Executive Officer of
Banco Bradesco BBI S.A. and in January 2007, Departmental Manager,
remaining until December 2009 when she returned to Bradesco and was
appointed Departmental Head. In January 2012 she was appointed Deputy
Executive Officer and, in February 2015, Managing Executive Officer, a position
she currently holds. She is also and Managing Director of Bram - Bradesco
Asset Management S.A. Distribuidora de Ttulos e Valores Mobilirios, having
previously held the position of Executive Superintendent. She is a member of
the Steering Committee of Fundao Bradesco and Director of FIMADEN, a
foundation institute devoted to the treatment of digestive system and nutrition
disorders. In addition to these activities she is President of the ANBIMA - the
Association of Brazilian Financial and Capital Market Entities, a director of
2bCapital S.A., an Investment Committee member at NEO Capital Mezanino,
an equity fund, Member of the National Committee for Financial Education CONEF, Member of the Council of Representatives of the National
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PRACTICAL GUIDE
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Confederation of Financial Institutions - CNF, Director of Instituto BRAiN - Brasil

Investimentos & Negcios and an alternate Director of Sete Brasil Participaes
S.A. She was a Director of Cielo S.A., Bica de Pedra Industrial S.A.,
Companhia Siderrgica Belgo-Mineira, CPM Braxis S.A., Latasa S.A. and So
Paulo Alpargatas S.A., an alternate member of the Steering Committee of
ABRASCA - the Brazilian Association of Publicly-listed Companies, Member of
the Consultative Council of ANCORD the National Association of Brokerage
Houses and Securities Distributors, Foreign Exchange and Commodities,
executive officer of UGB Participaes S.A., and Institutional Relations Officer
and Advisor to the Association of Capital Market Analysts and Investment
Professionals - APIMEC So Paulo.
Eduardo Mazzilli de Vassimon, 57 years old, is a Brazilian citizen, economist,

bearer of ID n 9.539.448-5, enrolled with the Individual Taxpayers of the
Ministry of Finance under CPF/MF n 003.540.748-09, and has domicile at Rua
Baicuri, n 130, So Paulo/SP. He holds a degree in Economics from the
School of Economics of the University of So Paulo - USP and in Business
Administration from Fundao Getlio Vargas, both completed in 1980, and a
graduate
degree
from
EAESP/FGV
and
cole
ds
Hautes
tudes
Commerciales France in 1982. Since 2013 he has been an Executive Officer

of Ita Unibanco Holding S.A. and Executive Vice President of Ita Unibanco
S.A. and, since 2003, an Executive Officer of Banco Ita BBA S.A. He was
Executive Vice President of Banco Ita BBA S.A. from April 2003 to December
2008, in charge of the international, financial institutions, products and customer
desk and treasury areas; Executive Officer of the International Area of Banco
BBA-Creditanstalt S.A. from 1992 to 2003; Assistant Executive Officer, Foreign
Exchange, at Banco BBA-Creditanstalt S.A from 1990 to 1991; and General
manager for Foreign Exchange at Ita Unibanco S.A. from 1980 to 1990.
Luiz Antonio de Sampaio Campos, 44 years old, is a Brazilian citizen,

married, lawyer, enrolled with the Brazilian Bar Association, Rio de Janeiro
Chapter, under OAB/RJ n 75.714, enrolled with Individual Taxpayers of the
Ministry of Finance under CPF/MF n 011.084.707-50, and has domicile at
Avenida Almirante Barroso, 52, 31st floor, Rio de Janeiro/RJ.
Lawyer
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specialized in Corporate Law, founding partner of law firm Barbosa Mssnich &
Arago - Advogados. He was a Director of the Brazilian Securities Commission
from 2001 to 2004, where he participated in creating rules that cleared the way
for a substantial restructuring of the stock market, such as CVM Instructions
361 and 400. He joined Barbosa Mssnich & Arago Advogados in 1995 as a
founding partner, cutting ties with the office during the period when he joined
the executive board of CVM, and returning in March 2005.
The Board of Directors of the Company shall be composed in its majority by
independent members according to CVM Instruction 461. For the purposes of such
Instruction, Independent Directors shall those having no relation to: (i) the Company,
its direct or indirect controlling company, controlled companies or a company
submitted to its direct or indirect common control; (ii) the manager of the Company, its
direct or indirect controlling company, or controlled company; (iii) a person authorized
to operate in the markets managed by the Company; and (iv) a shareholders holding
10% or more of the Companys voting capital.
In addition, according to the Novo Mercado Regulation, a segment in which the shares
issued by the Company are traded, an Independent Director is characterized by: (i) not
having any relationship with the Company, except equity interest; (ii) not being a
Controlling Shareholder, spouse or relative up to the second degree thereof or not
being or having been in the last three (3) years in a relationship with the company or
an entity related to the Controlling Shareholder (persons linked to public education
and/or research institutions are excluded from such restriction); (iii) not having been, in
the last three (3) years, an employee or officer of the Company, of the Controlling
Shareholder or of a company controlled by the Company; (iv) not being a supplier or
buyer, whether direct or indirect, or services and/or products of the Company in an
extent which implies losing independence; (v) not being an employee or manager of a
company or entity which is offering or demanding services and/or product from the
Company in an extent which implies losing independence; (vi) not being a spouse or
relative up to the second degree of any manager of the Company; and (vii) not
receiving other remuneration from the Company other than that relating to the position
of director (earnings in cash resulting from equity interest shall be excluded from this
restriction).
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The Companys Bylaws determines that the Independent Director shall be that which:
(i) cumulatively meets the criteria of independence established in the Novo Mercado
Listing Regulation and in CVM Instruction No. 461/07 and; (ii) does not hold a direct or
indirect equity interest in a percentage equal to or above 5% (or 7%, assuming that the
proposals for amendment of the Bylaws which shall be submitted for resolution of the
Special Shareholders Meeting are approved) of the total capital stock or the voting
capital of the Company or has a relationship with a shareholder which holds that.
The candidates to Independent Directors are Messrs. Antonio Carlos Quintella,
Claudio Luiz da Silva Haddad, Luiz Antonio de Sampaio Campos, Luiz Fernando
Figueiredo, Luiz Nelson Guedes de Carvalho and Pedro Pullen Parente.
Competing Slates
The shareholders or group of shareholders wishing to propose another list to compete
for the positions in the Board of Directors may do so at least five (5) days from the
date scheduled for holding the Annual Shareholders Meeting as provided for in article
23 of the Companys Bylaws.
Multiple Vote
It is important to state that the Shareholders representing at least five percent (5%) of
the Companys capital stock may request the adoption of the multiple vote process in
the election of members to compose the Board of Directors, as long as requested
forty-eight (48) hours from the date scheduled for holding the Annual Shareholders
Meeting.
Upon election of the Directors by the multiple vote process, each share is ascribed as
many votes as is the number of members of the Board to be elected, the Shareholders
being permitted to accumulate the votes in one sole candidate or distribute them
among several of them. The election of a Director by multiple vote is a power
established by the Corporation Law for the purpose of allowing minority shareholders
to have a greater probability of electing candidates to positions in the Board of
Directors, in opposition to the predominance of the controlling shareholder in the
resolutions of the Shareholders Meeting. BM&FBOVESPA is a company with diffuse
controlling interest so that it has no controlling shareholder.
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Under the terms of article 10 of CVM Instruction 481, the information on candidates to
members of the Board of Directors integrating the list proposed by the Management
which are required by items 12.6 to 12.10 of the Reference Form provided for in CVM
Instruction 480 is included in Exhibit III hereto.
Fourth Item
To set the aggregate compensation amount payable in 2015 to

members of the board of directors and the board of executive
officers.
In a meeting held February 10, 2015, the Board of Directors of the Company resolved
that the proposal for annual overall remuneration to be presented to the Annual
Shareholders Meeting does not exceed R$8,314,000.00 for the Board of Directors
and R$37,559,000.00 for the Board of Executive Officers. These amounts of
remuneration concern the period comprised from January to December 2015.
The mentioned proposed remuneration is presented below, with details that enable a
more accurate analysis by the shareholders:
Proposal of Remuneration for Fiscal Year 2015 (R$M)
MANAGERS
Fixed
Remuneration
Directors
Executive
Officers
TOTAL
Benefits
Short-Term
Long-Term
Variable
Variable
TOTAL
Remuneration Remuneration
6,674
1,641
8,314
5,296
1,037
12,005
19,222
37,559
11,969
1,037
12,005
20,862
45,873
Fixed Remuneration
The fixed remuneration of the Executive Board consists of 13 salaries per year,
restated annually based on the collective bargaining agreement.
For the members of the Board of Directors there is attribution of a monthly fixed
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remuneration, an additional monthly fixed remuneration for those that participate in

advisory committees of the Board of Directors and, for the Chairman of the Board of
Directors, there is an additional fixed six-monthly remuneration.
Benefits
A benefits package that includes medical and dental care, life insurance, meal
vouchers, private pension plan, benefit of use of vehicle, checkup, parking and use of
cell phone, having the purpose of offering an attractive package that is minimally
compatible with the market standards for performance in similar functions.
Short-Term Variable Remuneration
As regards the short-term variable remuneration, the performance indicators that are
taken into account for determination of the remuneration are: (i) our variable
remuneration policy, which is based on the concept of salary multiples that vary
according to the seniority of each position; (ii) the individual performance evaluations;
and (iii) the overall performance indicators of the Company as described below.
In 2015 the total amount of the short-term variable remuneration established by the
Board of Directors, which will be paid to the Executive Officers and other employees of
the Company during fiscal year 2015, will be calculated based on the Adjusted Net
Income of the Company effectively assessed, considering the limit of expenses
provided in the budget for the fiscal year, and will represent 3.5% of such result if the
expenses target established by the Board of Directors is effectively accomplished. If
the expenses budgeted for fiscal year 2015 are exceeded, there will be application of a
reducing factor on the percentage of the Adjusted Net Income to be distributed to the
Executive Officers and other employees. The distribution of such amount will follow the
rule of salary multiples per level and differentiation based on individual performance.
Long-Term Variable Remuneration
The long-term variable compensation is structured on the basis of a stock awards plan
which the shareholders approved in the extraordinary general meeting held on May
13, 2014. Under the plan, share awards are tied to performance measured pursuant
to certain target indicators related to the Companys overall performance and earnings,
and are based also on the individual job level and performance of eligible
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beneficiaries, with the dual objective of aligning the interests of senior executives with
those of our company (and shareholders) on a long-term horizon and fostering
retention of key personnel.
Consistent with the stock awards plan, an award of shares for executive officers under
any particular program must observe at least a 3-year interval between the programs
grant date and the last delivery date scheduled under the same program. Moreover,
under any such program, a staggered vesting period applies to every grant of stock
awards, where the vesting schedule must observe the following conditions: (i) a
minimum 12-month interval is to elapse between a programs grant date and the first
scheduled delivery of a lot of shares awarded under that program; and (ii) starting from
the first delivery date scheduled under a program, a 12-month interval is to elapse
between the scheduled dates of any subsequent lot of shares awarded under the
program.
For a portion of approximately 30% of the total long-term variable compensation, an
award of shares is contingent on each beneficiary undertaking to buy company shares
(known as own shares) and hold them for the duration of the award vesting period.
Additionally, actual delivery of the award shares for this portion of the grant is
contingent also on the beneficiary fulfilling the holding period commitment.
Moreover, under the stock awards plan, a specific mechanism has been established
whereby a collective lot of Company shares can be awarded to members of the Board
of Directors. Currently, this collective lot comprises any number up to 172,700 shares,
which are linearly apportioned amongst the directors. Delivery of award shares takes
place after a vesting period that extends for two years after the end of each directors
tenure.
We should stress that given the terms of the stock awards plan approved in 2014,
starting from this year of 2015, the compensation proposal will include the portion
attributable to long-term variable compensation.
Previously, these long-term
incentives took the form of stock option grants made by the Board of Directors within
the scope of the stock options plan which the shareholders adopted at the
extraordinary meeting of May 8, 2008, and amended at extraordinary meetings held on
April 18, 2011, and April 15, 2013. In addition, compensation in the form of stock
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options was not legally treated as remuneration per se, for which reason these grants
were not included in proposals on executive compensation. You will find additional
information on these grants in Section 13 ( Management Compensation) of the
Reference Form.
The information on the remuneration of the managers required by item 13 of the
Reference Form provided by CVM Instruction No. 480 is shown in Exhibit IV hereto.
C.
MATTERS TO BE RESOLVED IN THE EXTRAORDINARY SHAREHOLDERS
MEETING OF BM&FBOVESPA
On the terms of the Corporation Law, the Extraordinary Shareholders Meeting must
be called to resolve on any matters that are not subject-matter of the Annual
Shareholders Meeting, which are: the financial statements, the allocation of net
income, the establishment of the amount of remuneration of the managers and the
election of the members of the Board of Directors (if applicable), as already described
in item B.
This Extraordinary Shareholders Meeting was called to resolve on certain articles of
the Bylaws of BM&FBOVESPA. Below are presented the clarifications by
BM&FBOVESPAs management concerning such item to be resolved in the
Extraordinary Shareholders Meeting:
Sole item
To consider and vote Managements proposal to amend the

following provisions of the Bylaws of BM&FBOVESPA, as per the
Management Proposal.
Considering the effectiveness on August 18, 2014 of the new Regulation Listing of
Issuers and Admission on Securities Trading issued by BM&FBOVESPA, it is
necessary to include a provision in the Companys Bylaws to comply with the
provisions of item 8.1 of such Regulation.
Another adjustment that is being proposed consists of an amendment to Article 5 of
the Bylaws, considering that the Board of Directors of BM&FBOVESPA, in a meeting
held on February 10, 2015, approved the cancellation of 85,000,000 shares issued by
the Company held in treasury, which were acquired within the scope of the programs
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PRACTICAL GUIDE
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for repurchase of shares implemented by the Company, without reduction of its capital
stock. As a result of the mentioned cancellation, the subscribed and paid-in capital
stock of two billion, five hundred and forty million, two hundred and thirty-nine
thousand,
five
hundred
and
six-three
Reais
and
eighty-eight
cents
(R$2,540,239,563.88) was then represented by one billion, eight hundred and fifteen
million (1,815,000,000) common shares.
In addition, amendments to the provisions relating to the Board of Directors, to the
Executive Board and the Advisory Committees to the Board of Directors were
proposed in line with the best corporate governance practices and for the purpose of
constantly improving the governance rules and documents of the Company.
In order to reflect the events above, as well as certain other formal and wording
adjustments, it is proposed to amend the following articles of the Bylaws of
BM&FBOVESPA:
(a)
to amend the Article 1 to include a new paragraph for compliance with
subsection 8.1 of the recently revised Issuer Registration and Securities Listing Rules
of BM&FBOVESPA;
(b)
to amend the Article 5 to state the modified number of shares currently issued
and outstanding, as resulting from the cancellation of 85,000,000 shares of treasury

stock, implemented with no reduction of the capital stock amount, as approved by the
Board at the meeting held on 2/10/2015;
(c)
to reword the (c.1) Article 22, paragraph 4 (indent b); (c.2) Article 29, indent
b; (c.3) Article 47, indent c; (c.4) Article 50, sole paragraph (indents d and f), as
well to add: (c.5) indent e to paragraph 4 of Article 22; and (c.6) paragraph 1 to
Article 32, in line with the better recommended corporate governance standards;
(d)
to amend the Article 22, indent b of paragraph 6, so as to increase from 5% to
7% the ownership limit that defines an independent director;

(e)
to reword the Article 30, indent c, to be consistency with the rules adopted by
BM&FBOVESPA;
(f)
amendments related to the authority and name of the existing Risk Committee,
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PRACTICAL GUIDE
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with changes to: (f.1) Article 45, indent d, (f.2) Article 51, main provision and
paragraph 1 (indents a, b, and c); and additions as follows: (f.3) indents d, e, f
and g of paragraph 1 of Article 51;
(g)
to amend the Article 46, main provision and paragraph 1, and addition of a
paragraph 2 to allow the participation of one more Independent Director as Audit

Committee member;
(h)
the following amendments relate to changes regarding renumbering of items,
minor wording adjustments and corrections, including with respect to cross references:
(h.1) Article 1, sole paragraph; (h.2) Article 22, paragraph 4 (indents c and d); (h.3)
Article 32, sole paragraph; (h.4) Article 34, main provision; (h.5) Article 35, indent l;
(h.6) Article 46, main provision, and paragraphs 2 though 5, and (h.7) Article 51,
paragraph 1.
A comparative table which highlights the proposals for amendment to the Bylaws, as
well as their justifications, as required by CVM Instruction No. 481, is shown in Exhibit
V to this document.
D.
DOCUMENTS THAT ARE PERTINENT TO THE MATTERS TO BE RESOLVED IN THE
ANNUAL AND EXTRAORDINARY SHAREHOLDERS MEETINGS OF BM&FBOVESPA
The following documents are available for the Shareholders at the headquarters of the
Company, in its Investor 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):
Call Notice
Financial Statements for the fiscal year ended December 31, 2014
(Management Report, Financial Statements, Opinion of the Independent
Auditors and Report of the Audit Committee)
DFP (Standardized Financial Statements) Form
Minutes of the meeting of the Board of Directors held on February 10,
2015 with the Proposal for Allocation of Profits for the fiscal year ended
December 31, 2014
Proposal by the Board of Directors showing the information relating to the
34
PRACTICAL GUIDE
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proposal for allocation of the income required in Exhibit 9-1-II of CVM

Instruction No. 481
Comments by the Executive Officers on the financial status of
BM&FBOVESPA item 10 of the Reference Form, as per CVM
Instruction No. 480
Information on candidates to be members of the Board of Directors
items 12.6 to 12.10 of the Reference Form as per CVM Instruction No.
480
Information on the remuneration of the managers item 13 of the
Reference Form, as per CVM Instruction No. 480.
Comparative Table of the Bylaws and its justifications
We stress that in order to clarify any doubts the Investor Relations Executive Office
should be contacted on telephones +55 11 2565-4418, 2565-4834 or 2565-4729 or by
email sent to ri@bmfbovespa.com.br.
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ATTACHMENTS
36
ATTACHMENT I
10.1 Managements discussion and analysis.
a.
financial condition and net equity position
Year ended December 31, 2014 compared with year ended December 31, 2013.
The year 2014 was marked by a heatedly contested presidential race which resulted in heightened volatility and
increased trading volumes in the second half of the year, down to the voting day. However, this pre-electoral boost
in trading activity was insufficient to make up for the thin volume of trading in the earlier part of the year, so that
ultimately the overall volume traded fell short of the prior year volume both in markets comprising our BM&F
segment (financial and commodity derivatives) and the markets comprising our Bovespa segment (equities and
equity derivatives).
The BM&F segment average daily volume reached 2.6 million contracts in 2014, down 9.3% on 2013, reflecting
mainly the 23.7% decrease in volume traded in Brazilian-interest rate contracts, which are typically the top traded
contracts in this segment, while average rate per contract (RPC) rose 5.3% to R$ 1.350, due notably to (i)
increased average RPC of Brazilian-interest rate contracts (change to the mix of contracts by maturity) and (ii)
increased RPC in U.S. dollar-denominated interest rate contracts and forex contracts, that were positively impacted
by the depreciation of the Brazilian real against the US dollar in the period, as both contracts reference the US
currency. As for the BOVESPA segment, the average daily traded value in the stock market and the equity
derivatives markets dwindled by slight 1.7% year-on-year, reaching R$ 7.29 billion, to a large extent having trailed
the fall in average market capitalization1 of listed firms, which is attributable to the countrys deteriorating
macroeconomic landscape.
BM&FBOVESPA therefore ended 2014 with total revenues (before PIS and COFINS tax reductions) of R$ 2,246,452
thousand, down 5.0% on 2013. This reduction was observed in both segments and in regard to other revenues too
(not related to trading and settlement).
From the standpoint of effective costs and expenses control, management held fast to its efforts to hold growth in
adjusted expenses2 below the average inflation rate, at R$592,349 thousand in 2014 from R$575,763 thousand in
2013, up only 2.9%. In addition, we continue to pledge our steadfast commitment to return capital to shareholders
through an effective combination of dividend payouts and share buybacks whereas staying clear of any action
susceptible to compromising the financial health of our Company.
Thus, our consolidated operating income fell 8.2% year-on-year to R$1,226,363 thousand from R$1,335,824
thousand previously, while the GAAP net income (attributable to BM&FBOVESPA shareholders) fell 9.7% to
R$977,053 thousand in 2014, from R$1,081,516 thousand one year previously.
Last, but not least, BM&FBOVESPA is well-positioned to capture the future growth opportunities that the Brazilian
market will certainly continue to offer, although it must be said the economic outlook as 2014 came to a close
became more challenging in light of the present macroeconomic conditions. Nonetheless, we believe our
investments in product development and technology infrastructure are key factors for the future growth and
diversification of our revenue base, for the improvement of our services, and will be critical in consolidating the
efficiency and strength of the Brazilian capital markets. It is our firm belief the development and implementation of
our business strategy will continue to bear fruit in the years ahead.
There were important developments in 2013 pertaining to the markets, products and services that BM&FBOVESPA
operates. In the BOVESPA segment there was increased activity, which reached a record average daily traded
value of R$7.42 billion in 2013 against R$ 7.25 billion in 2012, driven primarily by increase in turnover velocity 3,
despite unmoving equity market capitalization. In the BM&F segment, meanwhile, there was a 1.8% reduction to
Result of the multiplication of the volume of equities issued by companies listed in the BOVESPA segment, by the respective market prices.
Costs and expenses controlled by (i) depreciation, (ii) stock options plan, (iii) taxes related to dividends received from the CME group, (iv)
the companys operating expenses, excluding those with no impact on cash flow, and (v) contribution of R$92,342 thousand to the MRP
reimbursement mechanism at the end of 2011, The purpose of this readjustment is to demonstrate the Companys operating expenses excluding
those with no impact on cash flow or that are non-recurrent.
3
Turnover velocity results from dividing cash market traded volume in the year by average market capitalization in the same period.
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PRACTICAL GUIDE
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the average daily trading volume of contracts to 2.85 million in 2013 from 2.90 million in 2012, however average
RPC rose 7.6% to R$ 1.282 in 2013 from R$ 1.191 in 2012, primarily because a substantial portion of the
volumes correlate with contracts for which we charge US Dollar-denominated fees, so that ultimately these
revenues were positively influenced by the depreciation of the Brazilian real against the US Dollar.
In a striking note of market performance, while in the first half of 2013 value traded in cash equities as well as
volume traded in financial derivatives hit record highs, in the second half of the year trading value and volumes
plummeted, unveiling a shift in market mood triggered by sinking risk appetite and deteriorating market
expectations, as portfolios investment outflows soared.
Ultimately, our diversified revenue base and innovative products and services offerings (including securities lending
and Treasury Direct services, products as exchange-traded real estate funds (FIIs) and agribusiness credit bills
(LCAs) added to the positive effects of our market making program for options on single stocks, and equity
offerings worth R$23 billion in gross proceeds (the largest equity-financing volume in three years), all contributed
to a climb in total revenues compared with 2012.
Reflecting this performance, our consolidated total revenues climbed 3.3% year-over-year, to R$2,364,956
thousand in 2013 from R$2,289,023 thousand one year previously, as the outcome of a 5.9% rise in revenues from
trading and settlement fees earned in our BM&F segment coupled with a 1.0% drop in revenues from trading and
settlement fees earned in our BOVESPA segment; and an important contribution from revenues unrelated to
trading volumes, which surged 9.1% year-over-year.
Once again, our unwavering efforts to controlling costs and expenses drove us to successfully contain the build-up
in adjusted expenses below the average inflation rate to R$575,763 thousand in 2013 from R$563,487 thousand in
2012, an increase of 2.2%. In addition, we continue to pledge steadfast commitment to return capital to
shareholders by combining cash distributions and share buybacks effectively and without affecting our solid
financial position.
Thus, our consolidated operating income climbed 2.6% year-over-year, to R$1,335,824 thousand in 2013 from
R$1,301,670 thousand, while the GAAP net income (attributable to BM&FBOVESPA shareholders) rose 0.7% to
R$1,081,516 thousand in 2013 from R$1,074,290 thousand one year previously.
b.
Capital structure; likelihood of share redemption.
The table below sets forth year-end data on the composition of consolidated capital structure in the last three
years:
(i) at December 31, 2014 - 74.4% equity and 25.6% liabilities (ii) at December 31, 2013 - 74.5% equity and 25.5%
liabilities, (iii) at December 31, 2012 - 80.4% equity and 19.6% liabilities.
Current and noncurrent

liabilities
Shareholders equity
Total liabilities and shareholders
equity
Year ended December

31,
Year ended December

31,
Year ended December

31,
2014
2013
(in R$ thousands, except for percentages)
2012
6,549,860
25.6%
6,597,767
25.5%
4,733,232
19.6%
18,988,403
74,4%
19,298,892
74,5%
19,413,882
80.4%
25,538,263
100.0%
25,896,659
100.0%
24,147,114
100.0%
Under total liabilities, part of our onerous liabilities relates mainly to debt issued abroad in connection with global
senior notes issued in a cross-border bond offering completed on July 16, 2010 (see subsection 10.1(f)).
According to the information presented above, our Company has a conservative degree of leverage, taking into
account both our total liabilities (current and noncurrent liabilities) and our onerous liabilities (debt and interest on
debt).
Year ended December 31,
2014
2013
2012
(in R$ thousands, except for percentages)

Total onerous liabilities
Interest payable on debt issued abroad and loans
Debt issued abroad and loans
Shareholders equity
1,666,491
8.1%
47,368
7.1%
42,129
1,619,123
18,988,403
1,468,322
19,298,892
6.2%
36,882
1,426,193
91.9%
1,279,121
1,242,239
92.9%
19,413,882
93.8%
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PRACTICAL GUIDE
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Total onerous liabilities and shareholders equity
i.
ii.
20,654,894
100.0%
20,767,214
100.0%
20,693,003
100.0
%
in event of redemption
redemption price calculation method
Other than as legally prescribed, we are not contemplating any share redemption and do not anticipate any event
occurring that would trigger redemption rights.
c.
Capacity to service the debt.
Our Company has strong cash generation capacity, as evidenced by consolidated operating income of R$ 1,226,363
thousand in 2014, R$1,335,824 thousand in 2013 and R$1,301,670 thousand in 2012, and consolidated operating
margins of 60.4%, 62.8% and 63.0%, respectively, as well as yearly net income attributable to shareholders
amounting to R$ 977,053 thousand, R$1,081,516 thousand and R$1,074,290 thousand for the same three years,
respectively.
Additionally, our consolidated cash and cash equivalents coupled with short- and long-term financial investments
reached R$ 3,855,527 thousand (15.1% of total assets) in 2014, R$4,870,760 thousand in 2013 (18.8% of total
assets) and R$3,850,639 thousand in 2012 (15.9% of total assets). Moreover, we should note that cash and cash
equivalents, as well as financial investments include cash collateral pledged by market participants in the course of
their dealings, which, as registered under current liabilities in our balance sheet, totaled R$ 1,321,935 thousand at
year-end 2014, versus R$2,072,989 thousand and R$1,134,235 thousand in 2013 and 2012, respectively.
Accordingly, our net indebtedness ratio (see subsection 10.1(f) below) at December 31, 2014 was R$820,812
thousand negative, which compares with equally negative figures of 2013 and 2012 (R$1,279,524 thousand and
R$1,393,308 thousand, negative, respectively), in each case denoting our low degree of financial leverage and very
strong capacity to service our debt. Given the nature of our available cash flows, which include our own financial
resources as well as cash pledged as collateral by customers, our policy calls for lower-risk investing of cash
balances, which we typically accomplish by seeking very conservative, highly liquid, safe investments, often by
taking positions in Brazilian government bonds, notes and other debt securities whose yield and coupon rates
typically track the base rate (interbank lending rates or the SELIC rate), whether or not including a spread. We
therefore believe our Company is fully capable of servicing its debt both in the short and long term.
d.
Sources of working capital and capital expenditure financing.
We finance working capital and capital expenditure requirements primarily from our operating cash flow, which is
sufficient to support all of the former and most of the latter.
In a particular we have also accessed the capital markets (by issuing global senior notes in a 2010 bond offering)
as an alternative to finance noncurrent assets. For additional information on the nature and characteristics of our
debt obligations, see the discussion under subsection 10.1(f) below.
e.
Sources of working capital and capital expenditure financing that the company intends
to use to cover liquidity deficiencies.
As previously noted, operating cash flow is the primary source for funding our own working capital and capital
expenditure requirements.
Moreover, should the need arise, we may cases consider alternative sources of funding, which include taking bank
loans or accessing government financing programs or the domestic or international capital markets. The Companys
rating (foreign and local currency) from the prime international credit rating agencies 4 facilitates new financing to
cover any liquidity requirements that may arise.
f.
Indebtedness level and characteristics of existing debt obligations

(i)
material loans and financing transactions
On July 16, 2010 BM&FBOVESPA completed an offering of global senior unsecured notes priced at 99.635% of the
aggregate principal nominal amount of US$612,000 thousand, which after deducting underwriting discounts netted
proceeds of US$609,280 thousand (at the time equivalent to R$1,075,323 thousand). The notes mature on July 16,
2020, and pay interest coupon of 5.50% per annum payable every six months, in January and July. However, as
computed to include the transaction expenses, in particular underwriting discounts, commissions paid to the
Standard & Poor's: BBB (long-term issuer credit rating, foreign and local currency); A-2 (short-term issuer credit rating, foreign and local
currency); Outlook: stable.
Moodys: Baa1 (senior unsecured foreign currency debt rating); Baa1 (local currency issuer rating); Baa1 (foreign currency senior unsecured
debt); Outlook: negative.
4
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PRACTICAL GUIDE
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arranging and structuring banks and other offering expenses, listing fees, legal fees, rating fees paid to Standard &
Poors and Moodys, and ongoing administration and custody expenses, the actual cost will represent a rate of
5.64% per annum. Effective from July 16, 2010, we used the net offering proceeds to purchase additional interest
in the shares of the CME Group, thereby increasing our ownership interest to 5% of the shares of common stock
(from 1.8% earlier).
As translated into Brazilian Reals, the balance of our debt under the global notes as of December 31, 2014 was
R$1,666,491 thousand (including accrued interest of R$47,368 thousand), as compared to R$1,468,322 thousand
(including accrued interest of R$42,129 thousand) on December 31, 2013; and R$1,279,121 thousand (accrued
interest of R$36,882 thousand) at December 31, 2012. Moreover, at December 31, 2014, the fair value of our debt
under the notes, as determined based on market data, was R$1,737,987 thousand (Source: Bloomberg).
Starting from the notes issue date (July 16, 2010), we have designated as hedging instrument that portion of the
principal under the notes which correlates with changes in exchange rates in order to hedge the foreign currency
risk affecting that portion of our investment in the CME Group 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, 2014). Accordingly, we have adopted net
investment hedge accounting pursuant to accounting standard CPC-38 (IAS 39 -Financial Instruments: Recognition
and Measurement), for which purpose the hedging relationship has been formally designated and documented,
including as to (i) risk management objective and strategy for undertaking the hedge, (ii) category of hedge, (iii)
nature of the risk being hedged, (iv) identification of the hedged item, (v) identification of the hedging instrument,
(vi) evidence of the actual statistical relationship between hedging instrument and hedged item (retrospective
effectiveness test) and (vii) a prospective effectiveness test.
Under CPC 38 (IAS 39) we are required to assess hedge effectiveness in foreign transactions by conducting
retrospective and prospective tests. On testing backward-looking effectiveness, we adopt the ratio analysis method,
also called dollar offset method, as applied on a cumulative and spot-rate basis. In other words, this method
compares changes in fair values for the hedging instrument and hedged item attributable to the hedged risk, as
measured on a cumulative basis over a given period (from the hedge inception to the reporting date) using the
foreign currency spot exchange rate at each relevant date in order to determine the ratio of cumulative gain or
loss on the notes principal amount to cumulative gain or loss on the net investment in a foreign operation over
the relevant period. And on testing forward-looking effectiveness, we adopt stress scenarios which we apply to the
hedged variable in performing foreign currency sensitivity analysis so as to determine degree of sensitivity to
changes in exchange rates. We have tested the hedge effectiveness and prospectively, having determined that
there was no realizable ineffectiveness at December 31, 2014.
The table below sets forth data related to our debt service5 coverage ratio.
Debt coverage indicator
Years ended December 31,

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

Cash and cash equivalents, plus short- and longterm financial investments
Net debt service
(ii)
1,666,491
1,468,322
1,279,121
2,487,303
2,747,846
2,672,429
(820,812)
(1,279,524)
(1,393,308)
other long-term transactions with financial institutions
In the normal course of our business we transact on an arms length basis with some of the primary financial
institutions operating in Brazil. These are transactions agreed pursuant to customary market practices. Other than
as set forth herein, we have no 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
5
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.
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PRACTICAL GUIDE
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(Bankruptcy and Reorganization Law), the financial assets pledged to our clearing houses as collateral for
transactions rank senior to and have priority over any other guarantee up to the amount of the
transactions these collaterals secure, and are not affected in any way in the event of bankruptcy or judicial
reorganization proceedings.
Tax and payroll liabilities pursuant to article 83 of Law No. 11,101/05 (Bankruptcy and Reorganization
Law), government credits for tax liabilities and government or employee credits for social security and
payroll liabilities (recognized in the line items personnel and related charges and income tax and
contributions payable/recoverable) constitute preferred debt and, thus, have priority over other types of
debt.
Other payment obligations other obligations recognized under current and noncurrent liabilities in our
balance sheet statement as of December 31, 2014, constitute unsecured debt.
(iv)
restrictions on indebtedness level and new financing, on dividend declaration, on

assets sales, on new issues and transfer of control
The indenture governing our issuance of senior unsecured notes includes certain limitations and requirements
customary in similar transactions found on the international debt markets, which we believe will not restrict our
normal operating and financial activities. Provisions containing such limitations and requirements include mainly the
following:
Limitation on liens a provision limiting our and our subsidiaries ability to secure debt by creating liens
(other than certain permitted liens, as defined);
Limitation on sale and lease-back transactions;

General liens basket a provision permitting us to undertake additional debt provided the sum of (a) the
aggregate principal amount of all debt obligations secured by liens other than certain permitted liens (as
defined), and (ii) debt attributable to all our and our subsidiarys sale and lease-back transactions (with
certain exceptions), should not exceed 20% of our consolidated net tangible assets (as defined);
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.
However, these limitations and requirements include a number of exceptions which are set forth in the indenture.
g.
Restrictions on use of the proceeds of financing previously undertaken.
Not applicable. Other than the funding transaction discussed under 10.1(f) above, we have taken no loans or
financing.
h.
Significant changes to line items of the financial reports.
Our consolidated financial statements for December 31, 2014, and the comparative financial statements for
December 31, 2013 and 2012, have been prepared and are presented in accordance with the accounting standards
generally accepted in Brazil.
In December 2014, BM&FBOVESPAs stake in Bolsa Brasileira de Mercadorias (BBM) was discontinued. As a
consequence, for 2013 and 2014, BBMs contribution to BM&FBOVESPAs revenues, expenditure and financial
results was reclassified as net Income of the discontinued operations, within the consolidated earnings report.
The tables below set forth selected financial information from our financial statements at December 31, 2014, 2013
and 2012. For better understanding of our performance, the tables below set forth data related only to the main
line items of the statement of income and balance sheet statement, and changes to these line items, as selected by
management upon applying the materiality criteria set forth below.
Selected financial information from the consolidated statements of income. Information selected from
Selected financial information from the consolidated balance sheet statements. Information selected from
Other selected financial information. Other financial information selected by management includes data
results presents only the revenue line items that accounted for over 3.0% of net revenue for the year
ended December 31, 2014; expense line items that accounted for over 5.0% (by expense module) of net
revenue for the same year, in addition to income line items, and line items related to deductions from
revenue and taxes.
the balance sheet presents only the main line items which accounted for over 4.0% of total assets as of
December 31, 2014.
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.
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PRACTICAL GUIDE
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Selected Financial Information (from the
Consolidated Statements of Income)
(In R$ thousands) (%)
2014
Total revenues
2,246,452
110.6%
2,364,956
111.2%
2,289,023
866,577
42.7%
916,530
43.1%
850,607
41.9%
897,098
42.2%
977,373
48.1%
1,023,978
162,620
8.0%
192,985
793,493
39.1%
Other revenues
Securities lending
Depository, custodian, back-office services
Market data (vendors)
Trading participants' access
402,502
81,203
117,089
70,032
39,333
Deductions from revenues
Var, (%)
Var, (%)
2014/2013
2013/2012
110.9%
-5.0%
3.3%
865,874
41.9%
-5.5%
5.9%
848,858
41.1%
-5.2%
5.7%
48.2%
1,034,007
50.1%
-4.6%
-1.0%
9.1%
243,181
11.8%
-15.7%
-20.6%
804,570
37.8%
769,221
37.3%
-1.4%
4.6%
19.8%
4.0%
5.8%
3.4%
1.9%
424,448
102,186
116,305
69,236
47,705
20.0%
4.8%
5.5%
3.3%
2.2%
389,142
77,063
102,763
67,668
51,540
18.8%
3.7%
5.0%
3.3%
2.5%
-5.2%
-20.5%
0.7%
1.1%
-17.5%
9.1%
32.6%
13.2%
2.3%
-7.4%
(216,019)
10.6%
(238,318)
11.2%
(224,273)
10.9%
-9.4%
6.3%
Net revenue
2,030,433
100.0%
2,126,638
100.0%
2,064,750
100.0%
-4.5%
3.0%
Expenses
Personnel and related charges
Data processing
Depreciation and amortization
Marketing and promotion
Sundry
(804,070)
(354,411)
(124,202)
(119,133)
(11,305)
(65,679)
39.6%
17.5%
6.1%
5.9%
0.6%
3.2%
(790,814)
(352,017)
(110,423)
(119,534)
(14,833)
(55,956)
37.2%
16.6%
5.2%
5.6%
0.7%
2.6%
(763,080)
(353,880)
(102,805)
(93,742)
(19,280)
(64,567)
37.0%
17.1%
5.0%
4.5%
0.9%
3.1%
1.7%
0.7%
12.5%
-0.3%
-23.8%
17.4%
3.6%
-0.5%
7.4%
27.5%
-23.1%
-13.3%
Operating income
1,226,363
60.4%
1,335,824
62.8%
1,301,670
63.0%
-8.2%
2.6%
Equity in results of investees
212,160
10.4%
171,365
8.1%
149,270
7.2%
23.8%
14.8%
Interest income, net

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

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

segment
Derivatives
Trading and settlement services- BOVESPA
segment
Trading fees trading systems
Settlement fees clearing and settlement
systems
Selected Financial Information (from the

Consolidated Balance Sheet Statements)
(In R$ thousands) (%)
AV (%)
2013
AV (%)
2012
AV (%)
2014
AV (%)
2013
AV (%)
2012
AV (%)
Var, (%)
2014/2013
Current assets
2,785,239
10.9%
4,319,483
16.7%
3,536,282
14.6%
-35.5%
22.1%
Cash and cash equivalents
500,535
2.0%
1,196,589
4.6%
43,642
0.2%
-58.2%
2641.8%
Financial investments
1,962,229
7.7%
2,853,393
11.0%
3,233,361
13.4%
-31.2%
-11.8%
Noncurrent assets
22,753,024
89.1%
21,577,176
83.3%
20,610,832
85.4%
5.4%
4.7%
Long-term receivables
1,797,322
7.0%
1,135,424
4.4%
808,868
3.3%
58.3%
40.4%
Financial investments
1,392,763
5.5%
820,778
3.2%
573,636
2.4%
69.7%
43.1%
Investments
3,761,300
14.7%
3,346,277
12.9%
2,928,820
12.1%
12.4%
14.3%
Investment in associate
3,729,147
14.6%
3,312,606
12.8%
2,893,632
12.0%
12.6%
14.5%
Intangible assets
16,773,216
65.7%
16,672,325
64.4%
16,512,151
68.4%
0.6%
1.0%
Goodwill
16,064,309
62.9%
16,064,309
62.0%
16,064,309
66.5%
0.0%
0.0%
Total assets
25,5328,263
100.0%
25,896,659
100.0%
24,147,114
100.0%
-1.4%
7.2%
Current liabilities
1,891,833
7.4%
2,710,846
10.5%
1,660,609
6.9%
-30.2%
63.2%
Collaterals for transactions
1,321,935
5.2%
2,072,989
8.0%
1,134,235
4.7%
-36.2%
82.8%
Noncurrent liabilities
4,658,027
18.2%
3,886,921
15.0%
3,072,623
12.7%
19.8%
26.5%
Debt issued abroad and loans
1,619,123
6.3%
1,426,193
5.5%
1,242,239
5.1%
13.5%
14.8%
Deferred income tax and social contribution

Capital and reserves attributable to
shareholders
Capital stock
2,859,306
11.2%
2,295,774
8.9%
1,739,644
7.2%
24.5%
32.0%
18,988,403
74.4%
19,298,892
74.5%
19,413,882
80.4%
-1.6%
-0.6%
2,540,239
9.9%
2,540,239
9.8%
2,540,239
10.5%
0.0%
0.0%
Capital Reserves
15,220,354
59.6%
16,056,681
62.0%
16,037,369
66.4%
-5.2%
0.1%
Total liabilities and shareholders equity
25,538,263
100.0%
25,896,659
100.0%
24,147,114
100.0%
-1.4%
7.2%
Assets
Liabilities and shareholders equity
COMPARATIVE ANALYSIS OF CONSOLIDATED STATEMENTS OF INCOME
42
PRACTICAL GUIDE
3/30/2015
Total revenues
Total revenues for the year ended December 31, 2014, amounted to R$2,246,452 thousand, falling 5.0% yearover-year due primarily to increased revenues from operations in both segments and due to other revenues (not
related to trading and settlement).
Trading and settlement systems BM&F segment
This line item fell 5.5% year-over-year totaling R$866,577 thousand (38.6% of total revenues), due to a 9.3%
drop in volumes partially compensated by a 5.3% increase to average RPC in the period.
Trading and settlement systems BOVESPA segment
This line item fell 4.6% year-on-year totaling R$977,373 thousand, and accounted for 43.5% of total revenues.
This fall is explained by a 1.7% drop in average daily volume combined with a 2.5% margin drop.
Trading Fees trading systems. This revenue line item declined 15.7% year-on-year, to R$162,620 thousand from
R$192,985 thousand one year previously, due primarily to the changes in pricing policies implemented in April
2013 for a price structure rebalancing (trading and settlement fee rates) which included a cut in trading fees for
different investor groups.
Settlement fees clearing and settlements systems.
This revenue line went down 1.4% year-over-year, to

R$793,493 thousand from R$804,570 thousand one year earlier, due in part to a price structure rebalancing across
the segment (trade and post-trade fees rates mainly) which resulted in changes in pricing policies implemented in
April 2013, including changes in fees charged from local institutional investors and intraday traders.
Other revenues
Other revenues hit R$402,502 thousand, a 5.2% drop from the year before, and accounted for 17.9% of total
revenues, primarily as a result of changes in revenue line items unrelated to trading and settlement operations, as
follows:
Securities lending. Revenues of R$81,203 thousand (3.6% of total revenues) dropped 20.5% from 2013, due to
reduced financial volume in open interest, for which the average in 2014 was R$32.8 billion, down 19.6% on 2013.
Depository, custody, back office services.
Revenues of R$117,089 thousand (5.2% of total revenues), stable on
the previous year.
Market data (vendors).

previous year.
At R$70,032 thousand (3.1% of total revenues) this revenue line was stable on the
Trading access (brokers). This line item amounted to R$39,333 thousand (1.8% of total revenues), a 17.5% yearon-year fall related mainly to changes made to our messaging control policy and the discontinuance of certain
legacy services for market participants.
Deductions from revenue
Deductions from revenue totaled R$216,019 thousand, a 9.4% year-on decrease, in line with the lower revenue
and reflecting the offsettable amount of credits from PIS and Cofins taxes related to revenue inputs.
Net revenue
As a result of the changes in revenue line items discussed above, the net revenue fell 4.5% year-over-year, to
R$2,030,433 thousand from R$2,126,638 thousand one year before.
Expenses
Expenses totaling R$804,070 thousand rose only 1.7% year-over-year, significantly below the inflation rate of the
same period. Set forth below is a discussion of the principal changes in operating expense line items.
Personnel and related charges. This expense line totaled R$354,411 thousand, stable year-on-year as a result of
(i) diligent headcount management adopted by the Company throughout 2014; and (ii) increased costs on
capitalized personnel expenses for technological development in 2014, for which the amount was R$6,073
thousand higher than in 2013.
Data processing. The expenses in this line item totaled R$124,202 thousand, up 12.5% year-on-year due mainly to
R$9,505 thousand related to updating the BM&FBOVESPA PUMA Trading System, which is unlikely to be repeated.
Depreciation and amortization. The expenses in this line item totaled R$119,133 thousand, stable compared with
2013.
Marketing and promotion. This expense line hit R$11,305 thousand down a considerable 23.8% year-on-year due
primarily to the reprioritization of our marketing campaigns for the year and cuts in advertising expenses.
Sundry.
This expense line hit R$65,679 thousand, up 17.4% year-on-year due primarily to an increase in
donations and contributions, among which: (i) R$9,335 thousand in proceeds from fines having been transferred to
BM&FBOVESPA Market Surveillance (BSM) in the final quarter of 2014 to fund its operations, as well as the regular
transfer of fines for cash settlement and delivery failures made by BSM, as established in BM&FBOVESPA Circular
Letter 044/2013; and (ii) contributions to the federal governments Cincias sem Fonteiras educational project in
the third quarter of 2014.
Operating income
At R$1,226,363 thousand, the operating income (revenues, net of expenses) was down 8.2% from R$1,335,824
thousand in the prior year.
43
PRACTICAL GUIDE
3/30/2015
Gain (loss) on equity-method investment (equity in the results of subsidiaries and investees)
We account for our investment in shares of the CME Group under the equity method of accounting and recognize
gains and losses through profit or loss in the statement of income. Our net share of gain from the equity-method
investment in CME Group shares went up 23.8% from one year before, totaling R$212,160 thousand, reflecting the
depreciation of the Brazilian Real against the US Dollar and improved CME Group results. It should be noted that
this figure includes R$80,966 thousand provisioned as recoverable tax paid abroad.
Net interest income for the year hit R$208,157 thousand, up 15.2% year-on-year due primarily to the positive
impact of interest income rising 21.0% to R$361,761 thousand in 2014 in line with higher interest rates. Interest
expenses, meanwhile, rose 30.0% to R$153,604 thousand due to the depreciation of the Brazilian Real against the
US Dollar, since most our interest expenses correlate with debt under global senior notes issued in a July 2010
cross-border offering, and to an R$18,105 thousand nonrecurring REFIS adhesion payment.
Income before taxation on profit
Income before taxation on profit fell by 2.4% year-over-year, to R$1,646,680 thousand from R$1,687,884 thousand one
year previously.
Income tax and social contribution
Income before taxes totaled R$660,959 thousand and include R$104,159 thousand in current income tax and social
contribution (related mainly to the offset portion of R$54,688 thousand with cash flow impact, including R$51,318
thousand in payment of tax of previous years through REFIS and R$49,471 thousand cleared with tax retained
overseas). Additionally, at R$556,800 thousand, the line item deferred income tax and social contribution breaks
down as follows: (i) recognition of deferred tax liabilities of R$554,576 thousand related to temporary differences
attributable mainly to amortization of goodwill for tax purposes, with no impact on cash flow; and (ii) recognition of
deferred tax assets amounting to R$2.224 thousand related mainly to temporary differences and reversal of
deferred tax liabilities.
Discontinued Operations: after assessment of the results generated by the Bolsa Brasileira de Mercadorias in the
past few years, as well as its future prospects, BM&FBOVESPA reassessed its stake and decided to discontinue it,
relinquishing from its settlor membership and the rights that it held in Bolsa Brasileira de Mercadorias membership
shares. As a consequence, there was R$7,807 thousand negative income generated from discontinued operations,
including recognition of a R$7,539 thousand loss resulting from the relinquishment of the shares, calculated based
on the value of the investment held on November 30, 2014.
Net income for the year
Net income for the year fell 9.5% year-over-year to R$977,914 thousand from R$1,080,947 thousand at December
31, 2013.
Net income attributable to BM&FBOVESPA shareholders
Net income attributable to BM&FBOVESPA shareholders fell 9.7% year-over-year to R$977,053 thousand from
R$1,081,516 thousand the year before, primarily due to lower revenues earned and to non-recurring items such as
adhesion to REFIS (net negative impact of R$63,081 thousand) in August 2014 and the negative impact of
discontinued operations.
Total revenues
Total revenues for the year ended December 31, 2013, amounted to R$2,364,956 thousand, rising 3.3% year-overyear due primarily to revenue increases in the BM&F segment and from other revenues (not linked to trading and
settlement), but offset by falling revenues in the BOVESPA segment.
Trading and settlement systems BM&F segment
At R$916,530 thousand (where R$897,098 thousand relates to fees earned on trades in financial and commodity
derivatives), this line item increased 5.2% year-over-year reflecting a 7.6% climb in average RPC for the segment
and 1.8% reduction to volumes traded in the segment.
Trading and settlement systems BOVESPA segment
At R$1,023,978 thousand in 2013 (42.3% of the total), this line item dropped 1.0% year-over-year due mainly to a
4.5% margin drop (to 5.423 bps from 5.676 bps one year earlier) attributable to fee structure changes introduced
in 2013, which reduced trading prices in the cash equities market for foreign investors and individual investors, to
the increased participation of investors with discounts per volume and the falling participation of equity options in
total volume, which were not totally reflected in the falling revenues due to the 2.3% growth in average traded
volume.
Trading Fees trading systems. This revenue line item declined 20.6% year-on-year, to R$192,985 thousand from
44
PRACTICAL GUIDE
3/30/2015
R$243,181 thousand one year previously, driven by pricing changes implemented in April 2013, such as the
rebalancing between exchange fees and clearing/settlement fees and the reduced exchange fees, applied to
distinct groups of investors.
Settlement fees clearing and settlements systems. The revenue from fees our equities clearing house charges on
clearing and settlement transactions (BOVESPA segment) went up 4.6% year-over-year, to R$804,570 thousand
from R$769,221 thousand in 2012, due mainly to the price structure rebalancing also implemented in April 2013 for
local institutional investors and day trading.
Other revenues
Other revenues of R$424,448 thousand (17.9% of the total) rose 9.1% from the year before primarily as a result of
changes in revenue line items unrelated to trading and settlement operations, as follows:
Securities lending services. This revenue line hit R$102,186 thousand (4.3% of total revenues), a 32.6% year-overyear upsurge due mainly to arise in financial value of the balance of open interest positions at year-end, which
amounted to R$40.8 billion, up 27.5% on 2012.
Depository, custody, back office services.
The line for revenues derived from the operations of our central
securities depository hit R$116,305 thousand (4.9% of total revenues) rising 13.2% year-over-year mainly due to a
4.6% climb in average financial value of assets under custody, in addition to revenue from fees related to custody
of Brazilian government bonds traded in our Tesouro Direto platform and LCA registration.
Market data (vendors). At R$69,236 thousand (2.9% of total revenues) this revenue line item picked up 2.3%
year-over-year. While the number of customers for our market data shrank somewhat, this climb is attributable
mainly to appreciation of the US Dollar versus the Brazilian Real, as we derive around half of this revenue line from
fees denominated in US Dollars which we charge foreign customers.
Deductions from revenue
Deductions from revenue totaled R$238,318 thousand, a 6.3% increase, higher than the increase in total revenues
due to less use of PIS/COFINS credits from inputs. It should be noted that part of the credits generated in 2013 will
be used in 2014.
Net revenue
As a result of the changes in revenue line items discussed above, net revenue rose 3.0% year-over-year, to
R$2,126,638 thousand from R$2,064,750 thousand one year previously.
Expenses
Expenses totaling R$790,814 thousand climbed 3.6% year-over-year, with an emphasis on:
Personnel and related charges. This expense line totaled R$352,017 thousand, down slight 0.5% year-over-year,
and correlates primarily with the provision for expenses with healthcare plans, which totaled R$27,553 thousand
and was recognized in accordance with accounting standard CPC 33/IAS 19 ( Employee Benefits). If the value of
this provision were discounted, expenditure on personnel and related charges would have risen 7.9%, largely as a
result of annual collective bargaining and lower capitalized personnel expenses in ongoing projects (in 2013, the
capitalized amount was R$9.5 million lower than in 2012).
Data processing. This line item totaled R$110,423 thousand, a 7.4% increase on the prior year, largely reflecting
higher expenses with services and maintenance of software and hardware that support the technological platforms
implemented over the year, such as the implementation of the BM&FBOVESPA PUMA Trading System, in April
2013.
Depreciation and amortization. The expenses in this line item totaled R$119,534 thousand, up 27.5% year-overyear, reflecting the start of operations of new technological platforms and consequent additional depreciation, in
particular (i) the equities module of the BM&FBOVESPA PUMA Trading System, implemented in April 2013 and (ii)
the Enterprise Resource Planning (ERP) solution implemented in 2013.
Marketing and promotion. This expense line hit R$14,833 thousand, falling 23.1% year-over-year due primarily to
the reprioritization of our marketing campaigns for the year and cuts in advertising expenses.
Sundry. This expense line hit R$55,956 thousand, down 13.3% year-on-year due primarily to the transfer of
R$15.000 thousand to BSM at the end of 2012, with the objective of costing this institutions activities.
Operating income
At R$1,335,824 thousand, operating income (revenues, net of expenses) was up 2.6% from R$1,301,670 thousand
in the prior year.
Gain (loss) on equity-method investment (equity in the results of subsidiaries and investees)
We account for our investment in shares of the CME Group under the equity method of accounting and recognize
gains and losses through profit or loss in the statement of income. Our gain from this investment totaled
R$171,365 thousand, up 14.8% on the previous year. This growth reflects the depreciation of the Brazilian Real
against the US Dollar and improved CME Group results and that this figure includes R$64.847 million provisioned as
recoverable tax paid abroad.
45
PRACTICAL GUIDE
3/30/2015
Net interest income of R$180,695 thousand dropped 13.5% year-over-year mainly due to a 33.7% year-on-year
increase to interest expenses to R$118,173 thousand due to the appreciation of the US Dollar against the Brazilian
Real, since we are required to make US Dollar-denominated coupon payments under the global senior notes issued
in our July 2010 cross-border offering. Interest revenue was almost unchanged, rising only 0.9% to R$300,023
thousand.
Income before taxation on profit
Income before taxation on profit rose by 1.7% year-over-year, to R$1,687,884 thousand from R$1,659,791 thousand.
Income tax and social contribution
Income tax and social contribution for the year totaled R$606,588 thousand. This line item comprises current
income tax and social contribution amounting to R$60,097 thousand, including R$64.847 thousand which we offset
against income tax paid abroad, of which R$4,750 thousand will constitute temporary credits to be used by the
Company in the future. Additionally, at R$546,491 thousand, the line item deferred income tax and social
contribution comprises (i) recognition of R$555,648 thousand in deferred tax liabilities related to temporary
differences attributable mainly to amortization of goodwill for tax purposes, with no impact on cash flow for the
year; and (ii) recognition of R$9,157 thousand in deferred tax assets related mainly to temporary differences and
reversal of deferred tax liabilities.
Net income for the year
Net income for the year rose 0.6% year-over-year to R$1,080,947 thousand at December 31, 2013, from
R$1,074,256 thousand one year before.
Net income attributable to BM&FBOVESPA shareholders
Net income attributable to BM&FBOVESPA shareholders climbed 0.7% year-over-year to R$1,081,516 thousand
from R$1,074,290 thousand the year before, primarily due to an increase in revenues from the BM&F segment, to
other revenues not linked to volumes and the equity-method investment result, all of which were partly offset by
higher expenses and a drop to interest income.
MAIN LINE ITEMS OF THE CONSOLIDATED BALANCE SHEET STATEMENTS
TOTAL ASSETS
Total assets of R$25,538,263 thousand fell 1.4% from R$25.896.659 thousand one year previously.
Current assets
Current assets decreased 35.5% year-over-year, to R$2,785,239 thousand (10.9% of total assets) from
R$4,319,483 thousand the year before due mainly to a reduced amount of collateral deposited in cash and
registered as current liabilities.
Cash and cash equivalents; short-and long-term financial investments. These encompass line items registered
under both current assets (cash and cash equivalents comprising cash on hand and demand deposits, in addition
to short-term financial investments) and noncurrent assets (long-term financial investments). Short- and long-term
financial investments are liquid investments with prime banks, and investments in financial investment funds,
government bonds and other highly liquid financial assets. At December 31, 2014, cash and cash equivalents plus
short- and long-term financial investments totaled R$3,855,527 thousand, a 20.8% year-on-year drop from
R$4,870,760 thousand, due primarily to reduction in cash collateral, which had an extraordinary amount of
R$1,154,902 thousand in 2013 for FX settlement. Cash collateral received by us is recorded under current liabilities.
Noncurrent assets
Noncurrent assets of R$22,753,024 thousand (89.1% of total assets) climbed 5.4% year-on-year from
R$21,577,176 thousand one year before. Set forth below is a brief discussion of main changes to line items under
noncurrent assets not previously discussed.
Investments.
This line item rose 12.4% year-on-year to R$3,761,300 thousand from R$3,346,277 thousand
previously. The investments line consists primarily of investment in associate which we account for under the
equity method of accounting, and relates to our ownership interest in shares of the CME Group, which at December
31, 2014, were recorded at R$3,729,147 thousand. The year-on-year rise in investment value is attributable mainly
to
depreciation
of
the
Brazilian
Real
against
the
US Dollar and our recognition of gain on equity-method investment.
Intangible assets. This line was almost unchanged year-on-year, at R$16,773,216 thousand from R$16,672,325
thousand previously. Intangible assets consist of (i) goodwill, which at R$16,064,309 thousand remained
unchanged (and accounted for 62.9% and 62.0% of total assets at December 31, 2014 and 2013, respectively);
and (ii) software and projects, which jumped 16.6% year-on-year to R$708,907 thousand from R$608,016
thousand one year before, due mainly to acquisition, development and implementation of new software
applications and systems.
Current liabilities
Current liabilities decreased 30.2% year-on-year to R$1,891,833 thousand from R$2,710,846 thousand the year
46
PRACTICAL GUIDE
3/30/2015
before. This change is attributable mainly to a drop in the value of cash collateral deposited by the participants in
our markets at end of the periods, which dropped 36.2% to R$1,891,833 thousand from R$2,072,989 thousand
one year before.
Noncurrent liabilities of R$4,658,027 thousand were up 12.7% from R$3,886,921 thousand in the prior year. Set
forth below is a brief description of the main changes to line items under noncurrent liabilities.
Debt issued abroad and loans.
Loans and financing amounting to R$1,619,123 thousand rose 5.1% from

R$1,426,193 thousand one year earlier primarily on account of depreciation of the Brazilian Real against the US
Dollar.
Deferred income tax and social contribution. Deferred income tax and social contribution liabilities of R$2,859,306
thousand versus R$2,295,774 thousand one year before, climbed 7.2% resulting from recognition of the
temporary differences between the tax base of goodwill and its balance sheet carrying value (while goodwill
continues to be amortized for tax purposes, since January 1, 2009, it has no longer been amortized for accounting
purposes, thus resulting in a goodwill tax base that is lower than its carrying value).
Shareholders equity
Shareholders equity of R$18,988,403 thousand fell slightly, by 1.6% from R$19,298,892 thousand one year before.
MAIN LINE ITEMS OF THE CONSOLIDATED BALANCE SHEET STATEMENTS
TOTAL ASSETS
Total assets of R$25.896.659 thousand climbed 7.2% from R$24.147.114 thousand one year previously.
Current assets
Current assets surged 22.1% year-over-year, to R$4,319,483 thousand (16.7% of total assets) from R$3,536,282
thousand the year before due mainly to an increase in investments maturing in the near term (less than 12
months) and the upcoming maturity of a number of government bonds in our investment portfolio.
Cash and cash equivalents; short-and long-term financial investments. These encompass line items registered
under both current assets (cash and cash equivalents comprising cash on hand and demand deposits, in addition
to short-term financial investments) and noncurrent assets (long-term financial investments). Short- and long-term
financial investments are liquid investments with prime banks, and investments in financial investment funds,
government bonds and other highly liquid financial assets. At December 31, 2013, cash and cash equivalents plus
short- and long-term financial investments totaled R$4,870,760 thousand, a 26.5% year-on-year rise from
R$3,850,639 thousand one year previously due primarily to an upsurge in cash collateral (R$1,154,902 thousand)
market participants pledged to our clearing houses in the course of their dealings. Cash collateral received by us is
recorded under current liabilities.
Noncurrent assets
Noncurrent assets of R$21,577,176 thousand (83.3% of total assets) climbed 4.7% year-on-year from
R$20,610,832 thousand one year previously. Set forth below is a brief discussion of main changes to line items
under noncurrent assets not previously discussed.
Investments.
This line item rose 14.3% year-on-year to R$3,346,277 thousand from R$2,928,820 thousand
previously. The investments line consists primarily of investment in associate which we account for under the
equity method of accounting, and relates to our ownership interest in shares of the CME Group, which at December
31, 2013, were recorded at R$3,312,606 thousand. The year-on-year rise in investment value is attributable mainly
to
depreciation
of
the
Brazilian
real
against
the
U.S. dollar and our recognition of gain on equity-method investment.
Intangible assets. This line rose by 1.0% year-on-year, to R$16,672,325 thousand from R$16,512,151 thousand
previously. Intangible assets consist of (i) goodwill, which at R$16,064,309 thousand remained unchanged (and
accounted for 62.0% and 66.5% of total assets at December 31, 2013 and 2012, respectively); and (ii) software
and projects, which jumped 35.8% year-on-year to R$608,016 thousand from R$447,842 thousand one year
previously, due mainly to acquisition, development and implementation of new software applications and systems.
Current liabilities
Current liabilities climbed 63.2% year-on-year to R$2,710,846 thousand from R$1,660,609 thousand. This change
is attributable mainly to 82.8% surge in the collateral for transactions line item, as the year-end balance of cash
collateral pledged by market participants went up to R$2,072,989 thousand from R$1,134,235 thousand one year
previously.
Noncurrent liabilities of R$3,886,921 thousand were up 26.5% from R$3,072,632 thousand in the prior year. Set
forth below is a brief description of the main changes to line items under noncurrent liabilities.
Debt issued abroad and loans.
Loans and financing amounting to R$1,426,193 thousand rose 14.8% from

R$1,242,239 thousand one year earlier primarily on account of depreciation of the Brazilian Real (our functional
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currency) against the U.S. dollar (the transaction currency for our global senior notes issued abroad in a July 2010
cross-border bond offering).
Deferred income tax and social contribution. Deferred income tax and social contribution liabilities of R$2,295,774
thousand versus R$1,739,644 thousand one year previously, climbed 32.0% year-on-year surge resulting from
recognition of the temporary differences between the tax base of goodwill and its balance sheet carrying value
(while goodwill continues to be amortized for tax purposes, from January 1, 2009, it is no longer amortized for
accounting purposes, thus resulting in a goodwill tax base that is lower than its carrying value).
Shareholders equity
Shareholders equity of R$19,298,892 thousand was virtually unchanged with a scanty 0.6% year-on-year drop
from R$19,413,882 thousand one year previously.
10.2. Managements discussion and analysis of results of operations
a.
Material revenue components
Year ended December 31, 2014 compared to year ended December 31, 2013
Our consolidated total revenues climbed by 5.0% year-on-year to R$ R$2,246,452 thousand from R$2,364,956
thousand one year previously.
Revenues from trading and settlement fees earned within our BM&F segment . These declined 5.5% year-on-year,
to R$866.6 thousand (38.6% of total revenues), due primarily to a 9.3% drop in traded volumes compared with
2014, partially offset by a 5.3% increase to average rate per contract (RPC).
Revenues from trading and settlement fees earned within our BOVESPA segment. These declined 4.6% from the
prior year and amounted to R$977,373 thousand (48.1% of the total), primarily due to a 1.7% year-on drop in
average daily trading value, coupled with lower margin rates, which declined 2.5% from the prior year.
Revenues unrelated to trading and settlement operations.
These shrank 5.2% year-on-year to R$402,502
thousand (17.9% of total revenues).
Our consolidated total revenues climbed by 3.3% year-on-year to R$ R$2,364,956 thousand from R$2,289,023
thousand one year previously.
Trading and settlement fees earned within our BM&F segment. These jumped 5.9% year-on-year, to R$916,530
thousand (38.8% of total revenues), due primarily to a 5.7% year-on-year upsurge in average volume traded and a
7.6% rise in average rate per contract (RPC).
Trading and settlement fees earned within our BOVESPA segment. These declined 1.0% from the prior year and
amounted to R$1,023,978 thousand (43,3% of the total), primarily due to a 4.5% margin drop (to 5.423 basis
points from 5.676 basis points one year previously) which was counterbalanced by a 2.3% rise in average value
traded.
Revenues unrelated to trading and clearing operations. These surged 9.1% year-on-year to R$424,448 thousand
(17.9% of total revenues).
b.
Factors that materially influence the results of operations
The year 2014 was marked also by a heatedly contested presidential race which resulted in heightened volatility
and increased trading volumes in the second half of the year, down to the voting day. However, this pre-electoral
boost in trading activity was insufficient to make up for the thin volume of trading in the earlier part of the year, so
that ultimately the overall volume traded fell short of the prior year volume both in markets comprising our BM&F
segment and the markets comprising our Bovespa segment (equities and equity derivatives).
The BM&F segment saw a 9.3% fall in average daily contracts traded due mainly by a slump in volume traded in
Brazilian-interest rate contracts, which are typically the top traded contracts in this segment. As for the Bovespa
segment, the average daily value traded in the stock market and the equity derivatives markets dwindled by slight
1.7% year-on-year, to a large extent having trailed the fall in average market capitalization of listed firms, which is
attributable to the countrys deteriorating macroeconomic landscape.
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The average daily value traded on equities markets hit an all-time record high of R$7.42 billion (versus R$7.25
billion one year previously). However, the average margin (trade and post-trade services) fell to 5.423 basis points
in 2013 from 5.676 basis points one year earlier, which is attributable primarily to changes in pricing policies and
heightened trading activity by investors that enjoy discounts by volume range.
In contrast, the average daily volume traded on financial and commodity derivatives markets dropped 1.8%
year-on-year, to average 2.85 million contracts traded versus 2.90 million contracts previously, whereas the
average rate per 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 US Dollar, since the fees we charge for a
significant number of contract groups are denominated in US Dollars.
c.
Changes in revenues attributable to fluctuations in market prices, exchange rates,

inflation rates, changes in volumes and offerings of new products or services
Trading and post-trade systems within BM&F segment. The fluctuation in exchange rates between the years
2014 and 2013 positively influenced the average RPC for forex contracts (+5.3%) and US Dollar-denominated
interest rate contracts (+5.1%), as the fees we charge for each of these contract groups are denominated in
US Dollars. Between 2013 and 2014 the average exchange rate for US Dollars appreciated 8.6% against the
Brazilian Real6.
Trading and post-trade systems 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 to local institutional investors and intraday
traders dealing on the equity and option markets. To a certain extent, these price changes hampered the
comparability of the revenue lines related to trading and settlement fees between 2013 and 2014.
Market data (vendors). This revenue line was positively influenced by the appreciation of the US 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 US Dollars for payment abroad.
Changes in revenues attributable to changes in our pricing policies or to fluctuations in exchange rates include:
Revenues from trading and post-trade transactions within BM&F segment. The fluctuation in exchange rates
between the years 2013 and 2012 positively influenced the average RPC for forex contracts (+ 15.0%) and
US Dollar-denominated interest rate contracts (+ 21.3%), as the fees we charge for each of these contract
groups are denominated in U.S. dollars. Between 2011 and 2012 the average exchange rate for US Dollars
appreciated 10.5% against the Brazilian real.
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 to local institutional
investors and intraday traders dealing on the stock and options markets. To a certain extent, these price
changes hampered the comparability of the revenue lines related to trading and Settlement fees between
2013 and 2012.
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 US Dollars for payment abroad.
d.
Impact on financial condition and results of operations attributable to changes in inflation

rates; in market prices for the principal raw materials and other supplies; in exchange and
interest rates.
Considers the average closing PTAX rate at the end of the months of December 2012 and November 2014 (base for the RPC of January
20134 to December 2014).
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The level of interest rates (real or otherwise) influences our financial results (net interest income) as it
determines the basis on which we earn a return on our financial investments. At December 31, 2014 our
financial investments amounted to R$3,354,992 thousand versus R$3,674,171 thousand and R$3,806,997
thousand December 31, 2013 and 2012, respectively. Thus, a change in average interest rates paid on our
financial investments influences our interest revenue, which at December 31, 2014, amounted to R$361,761
thousand versus R$298,868 thousand and R$297,217 thousand at December 31, 2013 and 2012, respectively.
In the case of foreign exchange rate changes, the effects of depreciation of the local currency relative to US Dollars
are threefold: (i) our interest expenses increase, as nearly all our onerous liabilities (interest-bearing obligations)
consist of the US-Dollar denominated debt under global senior notes issued by us in a cross-border bond offering
completed on July 16, 2010 (see subsection 10.1(b) above); and (ii) our revenues from fees earned on certain
contract groups increase as well, since the average fee rates we charge on trades in forex futures, in US Dollardenominated interest rate futures and in certain commodity futures contracts are denominated in US Dollars (see
subsection 10.2(c) and (iii) high revenues of market data vendors, as set forth in subsection 10.2(c).
Additionally, the inflation rate influences our expenses, in particular expenses with personnel and related
charges (see subsection 10.1(h) above.). Under our annual collective bargaining agreement, which is renewed
every month of August, the payroll and related charges increase (by wage bracket) , which in the last years,
presented material increase over the inflation rate of the period, as measured by the Extended National
Consumer Price Index (ndice Nacional de Preos ao Consumidor Amplo ), known as IPCA, which is compiled and
released by the Brazilian Institute of Geography and Statistics (Instituto Brasileiro de Geografia e Estatstica), or
IBGE.
10.3. Managements discussion and analysis of actual or expected material effects on the financial
statements or results of operations from the factors set forth below.
a.
Creation or disposition of operating segment.
No operating segment was created or sold in the year ended December 31, 2014. Accordingly, no such event has
had or is expected to have any effects on our financial statements, financial condition or results of operations.
b.
Company organization; acquisition or disposition of ownership interest.
After assessment of the results generated by the Bolsa Brasileira de Mercadorias in the past few years, as well as
its future prospects, BM&FBOVESPA reassessed its stake and decided to discontinue it, relinquishing from its settlor
membership and the rights that it held in Bolsa Brasileira de Mercadorias membership shares. As a consequence,
there was R$7,807 thousand negative income generated in discontinued operations, including recognition of a
R$7,539 thousand loss resulting from the relinquishment of the shares, calculated based on the value of the
investment held on November 30, 2014.
Apart from the above mentioned, no event entailing the organization of a company occurred, nor any acquisition or
disposition of ownership interest in the year ended December 31, 2014.
c.
One-off and extraordinary events or transactions.
February 4, 2015, BM&FBOVESPA decided to offer to the beneficiaries of the Companys Stock Options Plan
(respectively Beneficiaries and Options) the following choices: (i) remaining as holders of their Options, or (ii)
cancelling their outstanding Options and receiving an amount in cash with respect to those Options which had
already vested (Vested Options), or receiving shares of the Company, to be transferred in future dates, with
respect to those Options which had not yet vested (Nonvested Options). The shares received with respect to the
cancellation of Non-vested Options are subject to the Stock Grant Plan approved by the Company in an
Extraordinary General Meeting on May 13, 2014.
The cash payment made with respect to the cancellation of the Vested Options will impact the financial statements
of BM&FBOVESPA for 2015 as follows: (i) R$56,372 related to the principal amount (Fair Value of the Vested
Options multiplied by the number of Vested Options, per Program), recognized in equity, in the first quarter of
2015, with no impact on the income statement for the period, since these Options had already affected the
Companys expenses in previous financial periods (as set forth in CPC 10 (R1) mentioned above); and (ii) R$33,507
related to payroll charges, recognized as personnel expenses during 2015 (around 80% in the first quarter), with a
net impact in the income statement, after deductibility for purposes of computing income tax and social
contribution tax, in the amount of R$22,784.
In the case of Non-vested Options, the personnel expenses related to the Options Plan, with no cash impact, to
which BM&FBOVESPA was already committed and which would have been recognized between 2015 and 2018, will
be replaced with personnel expenses related to the Stock Grant Plan over the same period, also with no cash
impact. As the transition was executed at Fair Value, the original values of the Options (now cancelled) will
continue to be used as the reference for the expenses of the shares granted (as set forth in CPC 10 (R1)), with no
change to the value to be computed over time. The only additional impact will result from the payroll charges
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PRACTICAL GUIDE
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(60.3% applied on the value of the shares transferred to the Beneficiaries) which will be provisioned and
recognized as personnel expenses proportionate to each year and impact the Companys cash, almost in its
entirety, on the date of the transfer of the shares. In other words, throughout 2015, payroll charges will be
provisioned in relation to the shares to be transferred to the Beneficiaries in January 2016, and so on for each year
thereafter.
In the year ended December 31, 2014, there were no events or transactions characterized as one-off or
extraordinary events or transactions related to us or our business which materially influenced, or are expected to
materially influence our financial statements and results of operations, in addition the above mentioned.
10.4. Discussion and analysis of
a.
Significant changes in accounting practices
There were no significant changes in our accounting practices in the years ended December 31, 2014, 2013 and
2012.
b.
Significant effects of changes to accounting practices
There were no significant changes in our accounting practices in the years ended December 31, 2014, 2013 and
2012.
c.
Qualifications and emphasis of matter paragraphs included in the independent auditors

report
There were no qualifications and emphasis of matter included in the independent auditors report for the year
ended December 31, 2014.
The independent auditors report on our financial statements as of and for the years ended December 31,
2013 and 2012, include, in each case, an emphasis of matter paragraph to the effect that the
unconsolidated financial statements were prepared in accordance with the accounting practices adopted in
Brazil. In the case of BM&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 investments in
subsidiaries and associate entities accounted for under the equity method, since IFRS would require them
to be carried at cost or fair value. Our opinion is not qualified with respect to this matter.
Upon issuance of IAS 27 (Separate Financial Statements) reviewed by IASB in 2014, the individual financial
statements issued under IFRS allow the use of the equity method for assessment of investments in subsidiaries and
associates. In December 2014, CVM issued Rule No. 733/2014, which approved the Technical Pronouncement
Review Document No. 07 referring to CPC Pronouncements CPC 18, CPC 35 and CPC 37 issued by the Brazilian
Accounting Pronouncements Committee (CPC), and incorporated the referred to IAS 27 review, allowing the
adoption thereof as from the year ended December 31, 2014. Consequently, the individual financial statements are
in accordance with the IFRS as from that year.
10.5. Critical accounting policies
a.
accounting estimates requiring Management to exercise judgment and make subjective

assumptions about future events and uncertainties which can materially influence the
financial condition and results of operations. Critical accounting estimates may relate to
provisions, contingencies, recognition of revenues, tax credits, long-term assets, the
useful life of noncurrent assets, pension schemes, adjustments to foreign currency
translations, environmental recovery costs, impairment testing of assets and financial
instruments.
Impairment of assets
Assets subject to amortization are tested for impairment at any time events or changes in circumstances suggest
the carrying value may not be fully recoverable. An impairment loss is recognized when the carrying value of the
asset is found to exceed its recoverable value. Recoverable value for this purpose is the higher of the assets fair
value less costs of disposal (net selling price) and value in use.
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,
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and indications of potential impairment are reassessed at shorter intervals. Goodwill is stated at cost less
impairment losses. Additionally, recognized impairment losses on goodwill are not subsequently reversed.
The assumptions we adopted in estimating the future cash flows expected to be derived from the cash-generating
unit consisting of our BOVESPA segment have been based on our analysis of the segments performance over the
last few years, and on our analysis and expectations for growth of the exchange industry, in addition to our own
expectations and strategies.
For assistance in the measurement of the assets value in use (recoverable value) we hire external independent
valuation specialists. The valuation report provided by the specialist valuation firm found no impairment charges
were required to be recognized, so that no adjustments were made to the carrying value of goodwill as of
December 31, 2014.
Based on our expectations for growth of the BOVESPA segment, our estimates of future cash flows take into
account certain projections of future revenues and expenses for the segment over a time horizon extending from
December 2014 to December 2024, with perpetuity derived by extrapolating the 2024 cash flow projection at a
growth rate of 7.11% per annum, which is equivalent to the expected rate of growth for the nominal GDP in the
longer term.
We understand the ten-year projection horizon to be consistent with perception that the variable income segment
of the domestic capital markets is set to undergo an extended period of growth until it reaches longer term
maturity.
In determining the present value of projected cash flows, we applied average pre-tax discount rate of 15.64% per
annum.
The three main variables that influence our calculation of value in use are discount rates, the net revenue growth
rate and perpetuity growth rates. We ran sensitivity analysis on our projections to determine how changes in these
variables impact our calculation of value in use. The equivalent pre-tax discount rate for the entire period being
15.64% per annum, an increase of 1.10 percentage point (110bps) to the discount rate (from 15.64% to 16.74% per
annum) would reduce our calculation of value in use by approximately 12%. Considering a reduction to average
annual income growth of 15% in the period of 2015 to 2024, value in use would is reduced by approximately 12%.
And a 0.50 percentage point (50bps) decrease in perpetuity growth rate (from 7.11% to 6.61% per annum) would
reduce our calculation of value in use by approximately 4%. For purposes of our sensitivity analysis, the variations
of the two parameters that influence our calculation of value in use were determined, for the former variable, on
the basis of a backward-looking standard deviation of discount rates using data for the last five years, and for the
latter variable, on the basis of a backward-looking standard deviation of the averages for ten-year series of data on
Brazils real GDP growth rate variations. The sensitivity scenarios for the discount rate and net revenue reveal
values approximately 2.5% lower than the carrying value as of December 31, 2014.
Provisions for tax, civil and labor contingencies

Our company and subsidiaries are defendants in a number of legal and administrative proceedings related to
disputes of a labor, tax or civil law nature which involve matters arising in the ordinary course of business.
The outcome of these legal and administrative proceedings are assessed in terms of prospects for a defeat
(probable, possible or remote), based on an evaluation by counsel and our judgment based on a number of factors,
including the opinion of counsel, the nature of the case, existing similar or issue-connected lawsuits, case law
trends and court precedents.
The contingent liabilities related to lawsuits assessed as a probable defeat have been provisioned. The disputes
related mainly to the following:
Most labor cases refer to claims by our former employees or employees of outsourced providers based on
alleged noncompliance with labor laws;
Civil law cases generally refer to tort claims against our company and subsidiaries;
Tax cases mostly relate to PIS and COFINS taxes levied on (i) our revenues and (ii) interest on shareholders
equity.
The contingencies related to lawsuits assessed as a possible defeat are not provisioned. The amounts at risk in
these cases totaled R$1,025,331 thousand as of December 31, 2013, where R$43,328 thousand relates to labor
cases, R$354,533 thousand relates to civil law cases and R$627,740 thousand relates to tax cases, as detailed
under ex Note 14.e to our financial statements as of and for the year ended December 31, 2014.
Investments in associate (Equity method of accounting)

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

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

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

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

BM&FBOVESPA maintains a long-term remuneration plan, structured by options granted to purchase the Companys
shares under the Stock Option Plan. The objective is to give the employees of BM&FBOVESPA and its subsidiaries
the opportunity to become shareholders of BM&FBOVESPA, obtaining a greater alignment between its interests and
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the shareholders interests as well as allow BM&FBOVESPA and its subsidiaries to attract and retain their
management and employees. The fair value of options granted is recognized as an expense during the vesting
period (the period during which the specific vesting conditions must be met). At the balance sheet date,
BM&FBOVESPA reviews its estimates of the number of options that will vest based on the established conditions.
BM&FBOVESPA recognizes the impact of any changes to the original estimates, if any, in the income statement,
against a capital reserve in equity.
On May 13, 2014, the Special Shareholders Meeting approved the amendments to the articles of incorporation
whereby setting up of a stock granting plan was authorized, additionally to the stock option plan. Such plan will
have an impact on net income as from 2015.
For further information regarding the stock options plan of BM&FBOVESPA, please refer to Note to financial
statements number 18 for the year ended December 31, 2014.
Post-retirement healthcare
BM&FBOVESPA offers post-retirement healthcare benefit to the employees who have acquired this right until May
2009. The right to this benefit is conditional on the employee remaining with the Company until the retirement age
and completing a minimum service period. The expected costs of these benefits are accumulated over the period of
employment or the period in which the benefit is expected to be earned, using the actuarial methodology which
considers life expectancy of the group in question, increase in costs due to the age and medical inflation, inflation
and discount rate. The contributions that participants make according to the specific rule of the Health Care Plan
are deducted from these costs. The actuarial gains and losses on the health care plan for retirees are recognized in
the income statement in accordance with the rules of IAS 19 and CPC 33 - Employee Benefits, based on actuarial
calculation prepared annually by an independent actuary.
For further information regarding the post-retirement healthcare of BM&FBOVESPA, please refer to Note to financial
statements number 18 for the year ended December 31, 2014.
10.6. Financial reporting internal controls
a.
Degree of effectiveness of the internal controls; deficiencies and corrective actions.
The improvements and automation of internal control processes under responsibility of the financial department
were consolidated more actively since 2013, within the implementation of the SAP enterprise resource planning
(ERP) solution, which gave the Management more efficient and reliable tools to better control and budget
managing of expenses; internal police of payments and hiring of materials and services.
Additionally, at the end of 2012, was created the Compliance, Internal Controls & Corporate Risk department,
which has been acting in the review and improvement of the Companys several processes, among which those
related to financial information.
b.
Remarks on internal control

independent auditors report.
deficiencies and recommendations included in the
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 recom mendations 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.
Collateral for transactions
Customer transactions carried out in markets we operate are secured by collateral these customers are required to
pledge as margin or otherwise. Collateral consists mainly of cash, government bonds, corporate debt securities,
bank letters of guarantee and stocks, among other things. This collateral is segregated and treated off-balance
sheet, except for cash collateral deposited as margin. For additional information, see the discussion under
subsection 10.9 below.
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(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$136,331 thousand on December 31, 2014 (versus R$66,008 thousand and R$179,440 thousand on
December 31, 2013 and 2012, respectively.
In addition, in the course of their business the BM&FBOVESPA Settlement Bank provides financial services and
frequently operates as custodian for financial assets and provider of local representation services for nonresident
investors. At December 31, 2014 and the comparative years of 2013 and 2012, the BM&FBOVESPA Settlement
Bank was operating as custodian for (i) securities on behalf of nonresident investors in total amount of R$365,548
thousand (versus R$261,952 thousand and R$154,911 thousand, respectively), and for (ii) agricultural securities
(registered in the proper custody system we operate) in total amount of R$15,079 thousand (versus R$15,079
thousand and R$15,079 thousand, respectively).
10.9. Discussion of off-balance sheet items
(i) how off-balance sheet items change or may change revenues, expenses, interest
expenses, results of operations and other balance sheet line items.
(ii) nature and purpose of the off-balance sheet arrangements
(iii) nature and amount of obligations and rights arising from off-balance sheet
arrangements
Central counterparty risk
BM&FBOVESPA operates four central counterparty clearing houses, which the Central Bank of Brazil considers to
perform systemically material roles: the BM&FBOVESPA Clearinghouse (futures, forwards, options and swaps);
the equities and corporate debt clearing house (for the cash, forward, option and futures markets for equities,
equity securities and equity-based derivatives, as well as corporate debt securities, and handles securities
lending); the FX clearing house (for spot FX market transactions); and a bonds clearing house (transactions in,
or based in government bonds, notes and treasury bills carried out on cash and forwards markets, in addition to
repo transactions and lending transactions).
Through these clearing facilities, BM&FBOVESPA acts as central counterparty to ensure multilateral clearing and
settlement (CCP) for transactions carried out on these markets. This means that in acting as ce ntral
counterparty we ensure full completion to transactions carried out or registered in our trading and registration
systems.
Acting in the capacity of central counterparty, we absorb the risk of the counterparties in -between a trade
transaction and its clearing and settlement, carrying out multilateral activities for financial settlement and
clearing of securities and financial assets, using its collateral mechanism to assure the settlement of registered
trades within the scheduled timeframe and foreseen manner. In the event of a failure or insufficiency of the
safeguard mechanisms of its Clearinghouses, BM&FBOVESPA might have to use its own equity, as a last resort,
to ensure the proper settlement of trades.
For proper risk mitigation, each clearing facility has its own risk management system and safeguard structure.
Each of these structures comprises the universe of mechanisms and remedies a clearing house may resort to in
order to cover losses in case of default, including collateral pledged by market participants as margin or
otherwise, special funds designed to cover losses, and co-liability undertaken by brokers and clearing agents
regarding transactions they intermediate or clear. To a large extent, each of these safeguard structures adopts a
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PRACTICAL GUIDE
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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, 2014, the aggregate financial value of cash and other collateral pledged
to our clearing houses totaled R$242,079,177 thousand (versus R$214,389,365 thousand and R$176,481,916
thousand at December 31, 2013 and 2012, respectively), with all cash collateral registered in the collateral for
transactions line item under current liabilities in our balance sheet, whereas the remainder, i.e., non -cash
collateral amounting to R$240,757,242 thousand on December 31, 2014 (versus R$212,316,376 thousand and
R$175,347,681 thousand at year-end in 2013 and 2012, respectively) was registered in off-balance sheet noncash collateral accounts.
For additional information on collateral pledged to our clearing houses and our safeguard structures, see Note 17 to
our Financial Statements for the year ended December 31, 2014.
10.10. Business plan.
a.
Investments.
(i)
Quantitative and qualitative description of ongoing and planned investments.
Since early 2010 we have been investing heavily in setting up a streamlined, efficient, modern technology
infrastructure, with IT resources to match, with the aim of establishing a solid foundation on which to capture
growth opportunities to better execute our strategy and build our future. These capital expenditures should further
boost our strategic position and sharpen our competitive edge.
Our 2010-2016 strategic growth plan calls for R$1.6 billion worth of investments, of which R$240,220 thousand
executed in 2014 and R$289,224 thousand in 2013, plus R$258,363 thousand, R$204,041 thousand and R$268,362
thousand executed 2012, 2011 and 2010, respectively. The larger part of this plan consists of investments in
technology.
Moreover, we have redoubled our focus on identifying and pursuing new growth opportunities in Brazil and
elsewhere, including through international partnerships; on widening the issuer base by promoting equity financing
as one of the cheaper and more flexible sources of finance, on developing new products and markets to meet or
anticipate demand as trading strategies become more elaborate and the capital markets grow. Additionally; we
plan to strengthen our relationship with customers, our socially responsible investing initiatives and the regulatory
framework for issuers, as well as to bolster market surveillance.
Furthermore, we firmly believe in BM&FBOVESPAs potential for growth and a have clear understanding of the
important role our Exchange performs as a driver of strength and development for the Brazilian capital markets.
We strongly believe our investments in technology, in market development and a wider range of products and
services are key factors to improve the quality of the services we offer, and to strengthen and enhance the
transparency of the Brazilian capital markets.
Technology Developments
BM&FBOVESPA aims to offer prime information technology resources and excellence in information technology
services to customer market participants and investors. To this end, our investments in multiple IT projects in over
2014, 2013, 2012, 2011 and 2010 totaled R$231,315 thousand, R$278,607 thousand R$231,722 thousand,
R$183,444 thousand and R$219.261 thousand, respectively. The discussion below highlights the main projects we
have completed or on whose implementation we have been working.
BM&FBOVESPA PUMA Trading System.

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

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

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.
Trade repository for derivatives and fixed-income securities (IBalco)

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

(i)
previously disclosed and ongoing product research.
Not applicable, as our ongoing research studies relate to projects discussed under subsection 10.10(c)(iii) below.
(ii) total expenses incurred in research for development of new products or services.
Not applicable, as our expenses with research studies are discussed under subsection 10.10(c)(iv) below in
connection with our ongoing projects.
(iii) previously disclosed and ongoing development projects.
Projects we announced previously include our Post-Trade Integration Program (IPN); construction of our new data
center in Santana do Parnaba (State of So Paulo); new trade repository; the creation of fixed-income ETFs and
improvements to the securities lending service.
(iv) total expenses incurred in developing new products or services.
Total capital expenditures over the course of 2014 totaled R$240,220 thousand, with investments largely focused
on our technology projects, such as the derivatives module of the BM&FBOVESPA Clearinghouse, development of
the currency forwards repository at iBalco and the construction of the new data center.
Total capital expenditures from 2010 to 2013 totaled R$1,019,990 thousand, where R$913,034 thousand was
invested in our technology projects, including our new multi-asset class electronic trading platform PUMA Trading
System, the derivatives module of the BM&FBOVESPA Clearinghouse and new integrated risk system CORE, new
platform for registration and treatment of OTC derivatives and fixed-income securities and the construction of our
new data center.
10.11. Other factors which materially influence operating performance
Other than as discussed elsewhere herein, there are no reportable factors which could materially influence our
operating performance.
58
ATTACHMENT II
Information regarding the allocation of earnings proposal, required in Annex 9-1II of CVM Instruction n 481, of December 17, 2009
1. Report the net income for the period.
Net income in the year of 2014 was R$977,053,025.26.
2. Report the global amount and value per share of the dividends, including alreadydeclared anticipated dividends and interest on shareholders equity.
The global amount to be distributed to the dividends account is R$781,642,000.00.
Once there has been the approval of the proposal for the distribution of dividends, to be
submitted to the Ordinary General Shareholders Meeting, the global amount of the dividends
per share will be R$0.428896, including the dividends that have already been declared, in
accordance with the table below. The value that is reported is an estimated one, as the proposal
for the distribution to shareholders of the remaining amount in balance as dividends - to the
value of R$0.103163 per share - may be modified due to the divestiture of treasury stock to
meet the exercise of call equity options that have been granted in the scope of the companys
Stock Options Plan and the eventual purchase of equities within the scope of the companys
Buyback Plan.
Description
Gross per share (R$)
Total gross value
Dividends
0.111538
204,914,000.00
Dividends
0.109381
200,061,000.00
Dividends
0.104814
190,726,000.00
Subtotal
0.325733
595,701,000.00
Proposed dividends
0.103163
185,941,000.00
Total to be distributed in relation to the year of 2014
0.428896
781,642,000.00
3. Report the percentage of distributed net income for the period.

The percentage of net income to be distributed in relation to the year ended December 31,
2014, if approved by the Ordinary General Shareholders Meeting to be held on March 30,
2015, will be 80%.
4. Report the global amount and the value per share of dividends distributed based on the
income of previous years.
There is no proposal for the distribution of dividends based on the income of previous years.
5. Report, having deducted already-declared anticipated dividends and interest on
shareholders equity:
a. The gross value of dividends and interest on shareholders equity, in a
segregated manner, per share of each type and class;
If approved by the Ordinary General Shareholders Meeting to be held on March 30, 2015, the
PRACTICAL GUIDE
3/30/2015
gross value to be distributed as dividends is R$0.428896 per ordinary share (estimated value
that may change due to the divestiture of treasury stock to meet the exercise of call equity
options granted within the scope of the companys Stock Options Plan and the eventual
purchase of equities within the scope of the companys Buyback Plan).
b. The form and the timeframe for the payment of the dividends and interest on
shareholders equity;
If approved by the Ordinary General Shareholders Meeting to be held on March 30, 2015, the
payment of declared dividends will occur on April 28, 2015.
c. Eventual monetary restatement and interest on dividends and interest on
shareholders equity;
There will be no monetary restatement and interest on dividends and interest on shareholders
equity.
d. Date of the declaration of payment of the dividends and interest on
shareholders equity, considered for identification of the shareholders that will
have the right to receive these;
If approved by the Ordinary General Shareholders Meeting to be held on March 30, 2015, April
15, 2015 will be considered for the identification of the shareholders that will have the right to
receive the dividends.
6. If there has been the declaration of dividends or interest on shareholders equity based
on income calculated in half-yearly financial statements or in shorter periods:
a. Report the amount of dividends or interest on shareholders equity already
declared;
See the table of item b below.
b. Report the date of the respective payments.
Description
Deliberation
Dividends
RCA BVMF - 08/05/2014
Dividends
RCA BVMF - 07/08/2014
Dividends
RCA BVMF - 13/11/2014
Total distributed in 2014
Payment
May 30, 2014
Aug. 29, 2014
Nov. 28, 2014
Gross per
share (R$)
0.111538
0.109381
0.104814
Total gross
amount
204,914,000.00
200,061,000.00
190,726,000.00
595,701,000.00
7. Provide a comparative table indicating the following amounts per share of each type
and class:
a. Net income for the year and three (3) previous years;
For the purposes of announcing earnings per share, basic earnings per share are calculated by
dividing the income attributable to BM&FBOVESPA shareholders, by the weighted average
volume of outstanding shares during the period, in accordance with the criteria established in
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accounting pronouncement CPC 41 Earnings per Share, issued by the Accounting

Pronouncements Committee.
Net income in the year

Weighted average volume of the
free float - ON
Basic earnings per share (R$)
2014
977,053,025.26
2013
1,081,516,765.50
2012
1,074,289,736.88
1,837,383,111
0.531763
1,918,813,109
0.563638
1,930,398,048
0.556512
b. Dividends and interest on shareholders equity distributed in the previous three

(3) years;
Description
Dividends
Dividends
Dividends
Interest on shareholders
equity
Dividends
Gross per
share (R$)
0.116161
0.124359
0.067921
Share type
ON
ON
ON
224,341,000.00
240,065,000.00
131,181,000.00
0.046599
ON
90,000,000.00
0.201237
ON
388,702,736.88

Description
Dividends
Interest on shareholders
equity
Dividends
Dividends
Dividends
Description
Dividends
Dividends
Dividends
Total gross value
1.074.289.736.88
Gross per
share (R$)
0.084638
Share type
Total gross value
ON
163,580,000.00
0.025870
ON
50,000,000.00
0.146943
0.118341
0.079604
ON
ON
ON
280,670,000.00
225,260,000.00
145,703,000.00
865.213.000.00
Gross per
share (R$)
0.111538
0.109381
0.104814
Share type
Total gross value
ON
ON
ON
204,914,000.00
200,061,000.00
190,726,000.00
595,701,000.00
Please note that the Company only issues ordinary shares.

8. Where there is the allocation of earnings to the legal reserve:
a. Identify the amount allocated to the legal reserve;
Pursuant to the provisions of the first paragraph of article 193 of Law 6.404/76, there has not
been a proposal to constitute a legal reserve based on the result calculated in the year ended
December 31, 2014, as the amount in balance of this reserve, added to the amount of capital
reserves dealt with in the first paragraph of article 182, exceeds 30% of the Companys capital
stock.
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PRACTICAL GUIDE
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b. Detail the form of calculation of the legal reserve.

There is no proposal for the allocation of a portion of the earnings for the formation of a legal
reserve, as per item a above.
9. If the company has preferred shares with fixed or minimum dividends rights:
a. Describe the form of calculation of the fixed or minimum dividends;
b. Report whether the income for the year is sufficient for full payment of the fixed
or minimum dividends;
c. Identify whether an eventual unpaid portion is cumulative;
d. Identify the global value of the fixed or minimum dividends to be paid to each
class of preferred shares;
e. Identify the fixed or minimum dividends to be paid per preferred share of each
class
The Company only issues ordinary shares.
10. In relation to the mandatory dividend:
a. Describe the manner of calculation foreseen in the bylaws;
According to article 55 of the Companys corporate bylaws, after constituting the legal reserve,
remaining earnings must be readjusted for the constitution of contingency reserves and
respective offsetting, if such is the case. Of the remaining amount in balance, 25% shall be
allocated for payment of the mandatory dividend.
b. Report whether payment is being made in full;
The mandatory dividend is being paid in full. It should be reiterated that the Board of Directors
has proposed the distribution of 80% of net earnings for the year ended December 31, 2014.
c. Report the amount that may be retained.
There is no proposal for the retention of dividends.
11. Where there is the retention of mandatory dividends due to the financial situation of
the company:
a. Report the amount of the retention;
b. Describe in full detail the financial situation of the company, including aspects
related to the analysis of liquidity, working capital and positive cash flows;
c. Justify the retention of dividends.
Not applicable, as there is no proposal for the retention of dividends.
12. Where there is the allocation of earnings to a contingency reserve:
a. Identify the amount allocated to the reserve;
b. Identify the loss considered probable and its cause;
c. Explain why the loss was considered probable;
d. Justify the constitution of the reserve.
There is no proposal to allocate net income for the constitution of a contingency reserve.
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PRACTICAL GUIDE
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13. Where there is the allocation of earnings to an unrealized income reserve:

a. Report the amount allocated for the unrealized income reserve;
b. Report the nature of the unrealized income that gave origin to the reserve.
There is no proposal for the allocation of net earnings for the constitution of an unrealized
income reserve.
14. Where there is the allocation of earnings to statutory reserves:
a. Describe the statutory clauses that establish the reserve;
According to article 55 of the Companys Corporate Bylaws, after the constitution of the Legal
Reserve, remaining income, readjusted by the constitution of contingency reserves and
respective offsetting, if such is the case, shall be distributed in the following order: (i) 25%, at
least, will be allocated for the payment of the mandatory dividend owed to the shareholders
(which may be limited to the amount of net income for the year that will have been executed, as
long as the difference is registered as an unrealized income reserve); and (ii) the totality of the
remaining net income will be allocated for the constitution of a statutory reserve that shall
be used for investments and to compose safeguard funds and mechanisms necessary for
appropriate development of the activities of the Company and its subsidiaries, assuring
the sound settlement of the trades executed and/or registered in any of its environments
and trading, registration, clearing and settlement systems and custody services.
The total value allocated to the statutory reserve may not surpass the capital stock of the
Company.
The Board may also, considering that the amount of the statutory reserve is sufficient to meet
its ends: (i) propose to the general shareholders meeting that there be allocated for the
formation of this reserve, in a determined fiscal period, a percentage of net income lower than
that established by the bylaws; (ii) deliberate as described in the bylaws; and (iii) propose that
part of the values that make up the reserve be offset for distribution to shareholders in the
Company.
b. Identify the amount allocated to the reserve;
The proposed amount to be allocated to the reserve is R$195,411,025.26.
c. Describe how the amount was calculated.
R$
Net income for 2014
Dividends
Statutory Reserve
977,053,025.26
(781,642,000.00)
195,411,025.26
15. Where there are retained earnings foreseen in capital budgeting:

a. Identify the retained amount;
b. Provide a copy of the capital budgeting documentation.
There is no proposal for retained earnings foreseen in capital budgeting.
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16. Where there is income allocated to the tax incentives reserve:

a. Report the amount allocated to the reserve;
b. Explain the nature of this allocation.
There is no proposal for the allocation of net earnings to the tax incentives reserve.
64
ATTACHMENT III
Information about the Nominated Candidate Directors requested in
Subsections 12.6 through 12.10 of the Reference Form CVM Ruling 480
dated December 7, 2009
12.6. Information on the Directors
12.6.1. Board of Directors
Denise Pauli
Pavarina
51
Eduardo
Mazzilli de
Vassimon
57
Bank employee
Economist
109.286.697-34
076.818.858-03
033.540.748-09
Director
Independent
Director
Director
Director
03.30.2015
03.30.2015
03.30.2015
03.30.2015
03.30.2015
03.30.2015
03.30.2015
03.30.2015
03.30.2015
03.30.2015
03.30.2015
Through to the
date of the
annual meeting
that convenes
to judge the
2016 financial
statements
Through to the
date of the
annual meeting
that convenes
to judge the
2016 financial
statements
Through to the
date of the
annual meeting
that convenes
to judge the
2016 financial
statements
Through to the
date of the
annual meeting
that convenes
to judge the
2016 financial
statements
Through to the
date of the
annual meeting
that convenes
to judge the
2016 financial
statements
Through to the
date of the
annual meeting
that convenes
to judge the
2016 financial
statements
Nominations
and Governance
Committee
member;
Compensation
Committee
member
No
No
Age
Andr Santos
Esteves
47
Antonio
Carlos
Quintella
49
Profession
Systems analyst
Economist
Business
Administrator
Taxpayer
ID (CPF)
857.454.487-68
864.614.277-91
Position
Director
Independent
Director
03.30.2015
Election
date
Investiture
date
Term of
Office
Other
Positions
Appointed
by
Controlling
Shareholder
No
No
Charles Peter
Carey
58
No
Claudio Luiz
da Silva
Haddad
68
Mechanical and
Industrial
Engineer
Age
Jos de Menezes
Berenguer Neto
48
Luiz Antonio de
Sampaio
Campos
44
Profession
Bank employee
Lawyer
Business
Administrator
Taxpayer ID
(CPF)
079.269.848-76
011.084.707-50
013.124.158-35
027.891.838-72
059.326.371-53
Position
Director
Independent
Director
Independent
Director
Independent
Director
Independent
Director
03.30.2015
03.30.2015
03.30.2015
03.30.2015
03.30.2015
03.30.2015
03.30.2015
03.30.2015
03.30.2015
03.30.2015
Through to the
date of the annual
Through to the
date of the annual
Through to the
date of the annual
Through to the
date of the annual
Through to the
date of the annual
Election
date
Investiture
date
Term of
Office
Luiz Fernando
Figueiredo
51
Luiz Nelson
Guedes de
Carvalho
69
University
Professor,
Economist and
Accountant
No
Pedro Pullen
Parente
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Other
Positions
meeting that
convenes to judge
the 2016 financial
statements
Investment
Intermediation
Industry
Committee
Coordinator;
Nominations and
Governance
Committee
member;
Compensation
Committee
member
meeting that
convenes to judge
the 2016 financial
statements
meeting that
convenes to judge
the 2016 financial
statements
Risk Committee
Coordinator;
Advisory
Committee for the
Securities
Intermediation
Industry member
No
No
No
Appointed
by
Controlling
Shareholder
meeting that
convenes to judge
the 2016 financial
statements
meeting that
convenes to judge
the 2016 financial
statements
Audit Committee
Coordinator
Governance and
Nominations
Committee
Coordinator;
Compensation
Committee
Coordinator; Risk
Committee
member
No
No
12.7. Advisory Committees to the Board of Directors

Not applicable as the new composition of the advisory committees to the Board of Directors will only be defined at
a later time by the Members of the Board of Directors themselves elected at the Annual General meeting of March
30, 2015 pursuant to Article 29, indent (u) of the Companys bylaws.
12.8. Directors and Executive Officers Resumes
a.
b.
Resume
Judgments of guilt in administrative and court (including criminal) proceedings regarding the
directors
Board of Directors
Andr Santos Esteves
Director
He is CEO of Banco BTG Pactual S.A. Before founding BTG in June 2008, he was president and CEO of UBS Pactual
from 2006 to 2008. He was appointed Global Head of Fixed Income at UBS in August 2007 and Global Head of
FICC (Fixed Income, Currencies and Commodities) at UBS in October 2007. He held both positions until his
departure from UBS in 2008. He worked for 17 years at Banco Pactual until the institution was sold to UBS in 2006.
He joined the bank in 1989, became a partner in 1993 and was appointed member of the executive committee in
2002. He was a member of the board of the BM&F - the Commodities and Futures Exchange, from 2002 to 2006.
He has a degree in Computer Science from the Federal University of Rio de Janeiro. Over the last 5 years he has
been (i) Executive Officer of Pactual Asset Management S.A DTVM; (ii) Executive Officer of Pactual Corretora de
Seguros S.A.; (iii) Executive Officer of Sistema Leasing S.A Arrendamento Mercantil; (iv) Chief Executive Officer and
Chairman of the Board of Banco BTG Pactual S.A.; (v) Global Head of Fixed Income and Global Head Global of FICC
(Fixed Income, Currencies and Commodities) of UBS AG; (vi) a Director of the Brazilian Federation of Banks
FEBRABAN; and (vii) member of the Board of Directors of BM&FBOVESPA S.A.
Management positions in other public companies: He is Chairman of the Board of Directors and Chief
Executive Officer of Banco BTG Pactual S.A., Chairman of the Board of Directors and Chief Executive Officer of BTG
Pactual Participations Ltd., Vice Chairman of the Board of Directors of Banco Panamericano S.A., and a member of
the board of directors of BR Properties S.A., member of the board of directors of Universo Online S.A., and member
of the board of directors of BM&FBOVESPA S.A.
No judgment of guilty, in the last five years, has been entered against Mr. Esteves in any disciplinary or court
proceedings, with the exception of those listed below:
1)
Administrative Proceeding Pt.0601357636 filed by the Central Bank for the purpose of alleged losses
arising from day-trade transactions on the futures markets for US Dollar futures, exchange rate coupon
FRAs DDI and 1-day DI interest rate futures on the BM&F, in the period from October 2002 to February
2004, supposedly carried out to benefit the non-resident investor. A decision was issued on April 19, 2013,
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stipulating a monetary fine of one hundred thousand Reais (R$100,000.00), which was paid in full and the
case closed.
2)
Consob Proceeding 18165: Investigation within the civil sphere by the Commissione Nazionale per le
Societ e La Borsa CONSOB, in Europe, regarding improper secondary use of inside information when
trading securities of Cremonini S.p.A, which at the time was in negotiations about a partnership with JBS
S.A., by director Andr Santos Esteves in November 2007. CONSOB ruled, at the lower level, for a fine of
350,000.00, suspension from all activities as an administrator of companies regulated by the CONSOB
and the freezing of the profit supposedly obtained from the trade. Given its administrative nature, the
decision carries no consequences in the criminal sphere. Although he continues to believe that the
allegations of CONSOB are groundless, Director Andr Santos Esteves decided to refrain from appealing,
since he was of the opinion that such an appeal would delay even further the conclusion of the
proceeding. It should also be clarified that his decision not to pursue this in no way represents a
confession or acknowledgement of any of the alleged facts.
Antonio Carlos Quintella

Independent Director
Founding partner of Pennsula Investimentos. He was Chairman of Credit Suisse Hedging-Griffo, headquartered in
So Paulo (2012-2014), and CEO of Credit Suisse Americas and member of the Executive Board of the Credit Suisse
Group (2010-12) and CEO Credit Suisse Brazil (2003-10). He joined Credit Suisse in 1997, as Senior Relationship
Banker of the Investment Banking division and was appointed CEO of the operations of Credit Suisse Brazil in 2003.
As CEO of Credit Suisse Brazil he oversaw the expansion of the banks presence in that market, including the
acquisition of Hedging-Griffo, in 2007. He is a member of the Board of Directors of Fundao OSESP and sits on the
Deliberative Council of the Credit Suisse Hedging Griffo Institute, the Global Advisory Board of the London Business
School, the International Advisory Board of the New York Philharmonic and the Board of Directors of Cyrela
Commercial Properties CCP. He holds a degree in Economics from the Pontifical Catholic University of Rio de
Janeiro and an MBA from the London Business School (University of London).
Management positions in other public companies: None.
No judgment of guilty, in the last five years, has been entered against Mr. Quintella in any disciplinary or court
proceedings (final or otherwise).
Charles Peter Carey
Director
A Business Administrator, he held the position of Vice Chairman in the CME Board of Directors from July 2007 until
May 2010. Previously he had been president of the Chicago Board of Trade (CBOT) from 2003 to 2007 and one of
those responsible for transforming the CBOT into a publicly listed company on the NYSE. He is currently a Director
of the CME Group Inc. and president of the Chicagoland Sports Hall of Fame.
Management positions in other public companies: He has held no management positions in any public
companies, except that he is a member of the Board of Directors of BM&FBOVESPA.
No judgment of guilty, in the last five years, has been entered against Mr. Carey in any disciplinary or court
Claudio Luiz da Silva Haddad
A mechanical and industrial engineer from the Military Institute of Engineering in Rio de Janeiro (1969), he holds a
Masters and a Doctorate in Economics from the University of Chicago (1974) and Owner/President Management
Program (OPM) of Harvard Business School (1987). He was a full-time professor at the Graduate School of
Fundao Getlio Vargas, from 1974 to 1979. In 1979 he served as chief economist at the Banco de Investimentos
Garantia S.A., and in 1980 was appointed an executive officer of the Central Bank of Brazil, with responsibility for
the public debt and open market transactions, having remained in this position until the end of 1982. He returned
to the Banco de Investimentos Garantia S.A. in 1983, as partner and executive officer responsible for the Corporate
Finance division and, subsequently, for the entire investment banking area. In 1992 he was appointed Executive
Superintendent of the bank, a position he held until July 1998. He is President of Instituto Insper and Chairman of
the Board of Directors and principal shareholder of the IBMEC S.A group, a director of the David Rockfeller Center
of Harvard University for Brazil, the Board of Directors of the Hospital Israelita Albert Einstein, Ideal lnvest S.A. and
Instituto Unibanco.
Management positions in other public companies: He was a Director of Petrobrs from 2002 to 2006, and he
is a Director of BM&FBOVESPA.
No judgment of guilty, in the last five years, has been entered against Mr. Haddad in any disciplinary or court
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Denise Pauli Pavarina

Director
She holds a degree in Economics from Faculdade Armando lvares Penteado - FAAP and in Law from Universidade
Paulista - UNIP, with an Executive MBA in Finance from Instituto Insper. She began her career in March 1985 at
Banco Bradesco de Investimento S.A., a financial institution that merged with Banco Bradesco S.A. in November
1992. At Bradesco, she held the positions of Underwriting Manager and Manager of the Managed Portfolio
Department. In September 1996 she was promoted to the position of Executive Superintendent, being appointed
Departmental Head in January 2001. In June 2006 she was appointed an Executive Officer of Banco Bradesco BBI
S.A. and in January 2007, Departmental Manager, remaining until December 2009 when she returned to Bradesco
and was appointed Departmental Head. In January 2012 she was appointed Deputy Executive Officer and, in
February 2015, Managing Executive Officer, a position she currently holds. She is also and Managing Director of
Bram - Bradesco Asset Management S.A. Distribuidora de Ttulos e Valores Mobilirios, having previously held the
position of Executive Superintendent. She is a member of the Steering Committee of Fundao Bradesco and
Director of FIMADEN, a foundation institute devoted to the treatment of digestive system and nutrition disorders.
In addition to these activities she is President of the ANBIMA - the Association of Brazilian Financial and Capital
Market Entities, a director of 2bCapital S.A., an Investment Committee member at NEO Capital Mezanino, an equity
fund, Member of the National Committee for Financial Education - CONEF, Member of the Council of
Representatives of the National Confederation of Financial Institutions - CNF, Director of Instituto BRAiN - Brasil
Investimentos & Negcios and an alternate Director of Sete Brasil Participaes S.A. She was a Director of Cielo
S.A., Bica de Pedra Industrial S.A., Companhia Siderrgica Belgo-Mineira, CPM Braxis S.A., Latasa S.A. and So
Paulo Alpargatas S.A., an alternate member of the Steering Committee of ABRASCA - the Brazilian Association of
Publicly-listed Companies, Member of the Consultative Council of ANCORD the National Association of Brokerage
Houses and Securities Distributors, Foreign Exchange and Commodities, executive officer of UGB Participaes S.A.,
and Institutional Relations Officer and Advisor to the Association of Capital Market Analysts and Investment
Professionals - APIMEC So Paulo.
Management positions in other public companies: She is an Executive Officer and Manager at Banco
Bradesco S.A. She was a Director of Cielo S.A. and of So Paulo Alpargatas S.A (current name: Alpargatas S.A.).
No judgment of guilty, in the last five years, has been entered against Ms. Pavarina in any disciplinary or court
Eduardo Mazzilli de Vassimon
Director
He holds a degree in Economics from the School of Economics of the University of So Paulo - USP and in Business
Administration from Fundao Getlio Vargas, both completed in 1980, and a graduate degree from EAESP/FGV
and cole ds Hautes tudes Commerciales France in 1982.
Since 2013 he has been an Executive Officer of Ita Unibanco Holding S.A. and Executive Vice President of Ita
Unibanco S.A. and, since 2003, an Executive Officer of Banco Ita BBA S.A.
He was Executive Vice President of Banco Ita BBA S.A. from April 2003 to December 2008, in charge of the
international, financial institutions, products and customer desk and treasury areas; Executive Officer of the
International Area of Banco BBA-Creditanstalt S.A. from 1992 to 2003; Assistant Executive Officer, Foreign
Exchange, at Banco BBA-Creditanstalt S.A from 1990 to 1991; and General manager for Foreign Exchange at Ita
Unibanco S.A. from 1980 to 1990.
Management positions in other public companies: He is an Executive Officer of Ita Unibanco Holding S.A.
and Executive Vice President of Ita Unibanco S.A.
No judgment of guilty, in the last five years, has been entered against Mr. Mazzilli in any disciplinary or court
Jos de Menezes Berenguer Neto
Director
He obtained a Bachelors Degree in Law in 1989 from the Pontifical Catholic University of So Paulo. He was
appointed President of JP Morgan in Brazil beginning April 1, 2013. He was CEO of Gvea Crdito Estruturado
(project finance). From 2007 to 2012 he worked at Banco Santander S.A. as head of the Retail, Private Banking,
Asset Management and Global Markets and Products areas, having been an effective member of the Executive
Commission and, until September 2012, a director of Banco Santander in Brazil. Prior to his positions at Santander,
between 2002 and 2007 he served as Executive Vice President in the Corporate segment at Banco ABN / Real, with
direct responsibility for the Global Markets, Private Banking, Products, Finance and areas and the ALCO (Asset and
Liability Committee). From 1999 to 2002 he served as an Executive Officer of Banco BBA S.A., with responsibility
for: Balance Sheet Management, Gapping, Proprietary Trading and Capital Markets and was also a member of the
board of directors. Together with the GP Group he founded Utor Investimentos-NY/So Paulo. Between 1997 and
1998 he served as Co-Head of Emerging Markets and High Yield Fixed Income at ING Bank New York, as a
member of the Corporate and Private Banking Executive Committee, as well as a member of the Regional
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Management Committee of the Americas. Between 1994 and 1997 he was the officer responsible for the following
segments: Head of Fixed Income, Equities Trading, Sales and Research at ING Barings Brazil. He was also an
effective member of the Branch Management, Credit and Trading Risk Management Committees, as well as CEO of
ING Brokerage House in Brazil. He was a member of the boards of Gvea Investimentos S.A., FEBRABAN, ANBIMA,
Fundao Brasileira de Proteo da Juventude e Infncia and the Emerging Markets Traders Association. He was
also Vice President of the Federao Bancria Brasileira - Treasury from 2000 to 2002.
Management positions in other public companies: He was a Director of Banco Santander (Brasil) S.A., and
he is a Director at BM&FBOVESPA.
No judgment of guilty (final or otherwise) has been entered against Mr. Berenguer Neto in any disciplinary or court
proceedings in the last five years.
Luiz Antonio de Sampaio Campos
Lawyer specializing in Corporate Law, founding partner of law firm Barbosa Mssnich & Arago - Advogados.
He was a Director of the Brazilian Securities Commission from 2001 to 2004, where he participated in creating rules
that cleared the way for a substantial restructuring of the stock market, such as CVM Instructions 361 and 400.
He joined Barbosa Mssnich & Arago Advogados in 1995 as a founding partner, cutting ties with the office
during the period when he joined the executive board of CVM, and returning in March 2005.
Management positions in other public companies: Member of Fiscal Council of Nitro Carbono S.A. and Pronor
Petroqumica S.A.
No judgment of guilty (final or otherwise) has been entered against Mr. Sampaio Campos in any disciplinary or
court proceedings in the last five years.
Luiz Fernando Figueiredo
Business administrator specializing in Finance from Fundao Armando lvares Penteado (FAAP), having been a
professor on that institutions MBA Program. He is co-founder and Lead Managing Partner at Mau Sekular
Investimentos and currently serves as a Director of the Association of Brazilian Capital and Financial Market Entities
(ANBIMA). In the past he has served as Director of Grupo Po de Acar, President of the Association of Capital
Market Investors (Brazilian acronym, AMEC) and a Director of Industry Romi. He was co-founding partner of Gvea
Investimentos, and partner and Treasury Officer of Banco BBA. Between 1999 and 2003 he was Monetary Policy
Director of the Central Bank of Brazil. He has also held managerial positions at Banco Nacional, JP Morgan and local
brokerage houses in the trading, foreign exchange, commodities and variable income functions.
Management positions in other public companies: He is a member of the Board of Directors of
BM&FBOVESPA.
No judgment of guilty (final or otherwise) has been entered against Mr. Figueiredo in any disciplinary or court
Luiz Nelson Guedes de Carvalho
He holds an Economic degree from the School of Economics, Business and Accounting of the University of So
Paulo (FEA-USP) and in Accountancy from Faculdades So Judas Tadeu - SP. He also holds a masters degree and
doctorate in Accounting and Controllership from FEA-USP. Doctorate Honoris Causa from FECAP/SP. He is a
Professor at FEA-USP; Director of FIPECAFI; Member of the Accounting Pronouncements Committee CPC Brazil
and its Vice Coordinator for International Relations; official deputy representative of CPC Brazil at the Emerging
Economies Group (EEG) of the International Accounting Standards Board (IASB), London; Member of the board of
the International Integrated Reporting Council IIRC, an initiative of the Accounting for Sustainability - A4S project
coordinated by the Prince of Wales; Member of the Consultative Council of the A4S project and a member of its
Governance and Appointments Committee; and an Independent Member of the Self-Regulation Council of
FEBRABAN. He has experience as an arbitrator at the ICC International Court of Arbitration, headquartered in Paris,
and the at the Brazil-Canada Chamber of Commerce in So Paulo; he is a business consultant specializing in
corporate reorganizations, organizational changes and mergers and acquisitions; advisor to companies and law
firms and offers expert opinions on litigation involving matters concerning: (i) the financial system and the capital
markets, (ii) auditing of financial statements and corporate accounting and,(iii) mergers and acquisitions; General
Coordinator of Exame Magazines special supplement Melhores e Maiores (Best and Biggest) companies in Brazil;
Chairman of the Working Group on Capacity Building in the area of International Financial Reporting of the
Intergovernmental Group of Experts on International Standards of Accounting and Reporting (ISAR) of
UNCTAD/UNO in Geneva, Switzerland; Audit Committee Coordinator of Cia. Brasileira de Distribuio; member of
the Board of Directors of the NGO FAS Fundao Amaznia Sustentvel; member of the Board of Directors of the
BM&FBOVESPA S.A.; Audit Committee Coordinator at the BM&FBOVESPA; member of the Sustainability Committee
of the BM&FBOVESPA; member of ABRACICON (The Brazilian Academy of Accounting Sciences); former member of
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the Board of Directors da XBRL International Inc. (20092011); former member of the Financial Crisis Advisory
Group (FCAG) from 2008 to 2010 on the initiative of the Financial Accounting Standards Board (FASB) and the
IASB; first independent President of the Standards Advisory Council (SAC) of the IASB, (2005 - 2008); former
member of the Consultative and Advisory Group (CAG) of the International Assurance and Auditing Standards
Board of the International Federation of Accountants (IFAC) from 2005 to 2010; consultant retained by the World
Bank for matters of the Brazilian Financial System and for matters of the Audit Accounting Reforms in Brazil (2003);
former Deputy Director of the IAA (Interamerican Accounting Association); President with five (05) terms of office
and a permanent member of the Brazilian delegation on the Intergovernmental Group of Specialists in Accounting
Standards and Financial Reports, a UNCTAD/UNO body.
Management positions in other public companies: Former director of Banco Nossa Caixa S.A., do Banco
BBVA Brasil S.A., Banco Excel-Econmico S.A.; Vicunha Txtil S.A.; Banco de Crdito Real de Minas Gerais
CREDREAL; former Coordinator of the Audit Committee of Banco Nossa Caixa S.A. and of the Finance and Risks
Committee of Vicunha Txtil S.A. He is a member of the Board of Directors of BM&FBOVESPA.
No judgment of guilty (final or otherwise) has been entered against Mr. Carvalho in any disciplinary or court
Pedro Pullen Parente
He began his civil service career at Banco do Brasil in 1971, and in 1973 he was transferred to the Central Bank, in
both cases after sitting open public examinations. He was a consultant to the International Monetary Fund and to
public institutions in Brazil, including Secretaries of State and the 1988 Brazilian Constituent Assembly, having held
several positions in the economic area of government. He was Minister of State (1999-2002), having been the
coordinator of the team handling the transition from the government of President Fernando Henrique Cardoso to
President Lula. During this period he also played an important role as Chairman of the Energy crisis Management
Committee, from 2001 to 2002. From 2003 until 2009 he was Executive Vice President (Chief Operating Officer) of
the RBS Group. He was President and Chief Executive Officer of Bunge Brasil from January 2010 to April 2014. He
currently has a seat on the boards of SBR-Global and the ABC Group, which he chairs, in addition to being
managing partner of the Prada group of financial consultancy and advisory companies.
Management positions in other public companies: He was a Director of the following companies: Banco do
Brasil, Petrobrs, TAM, Bovespa, CPFL, Alpargatas and Duratex, and he is a member of the Board of Directors of
BM&FBOVESPA.
No judgment of guilty (final or otherwise) has been entered against Mr. Parente in any disciplinary or court
12.9. Marital relationships or domestic partnerships or family relationships to the second degree
between:
a.
the directors of the registrant
There are no marital relationships or domestic partnerships or family relationships to the second degree between
any directors of the registrant.
b.
(i) the directors of the registrant and (ii) the directors of its direct and indirect subsidiaries
There are no marital relationships or domestic partnerships or family relationships to the second degree between
any directors of the registrant and the directors of its direct and indirect subsidiaries.
c.
(i) the directors of the registrant or its direct or indirect subsidiaries and (ii) its direct or indirect
controlling shareholders
Not applicable as we have no controlling shareholders.

d.
(i) the directors of the registrant and (ii) the directors of its direct and indirect controlling
shareholders
Not applicable as registrant has no controlling shareholders.

12.10. Employment, service or control relationships in the last three fiscal years between the
directors of the registrant and:
a.
any direct or indirect subsidiary of the registrant
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There are no employment, service or control relationships between the registrants directors and its direct or
indirect subsidiaries.
b.
direct or indirect controlling shareholder of the registrant
Not applicable as registrant has no controlling shareholders.

c.
any material supplier, customer, debtor or creditor of either the registrant, its subsidiary or the
controlling shareholders or subsidiaries under common control
Our director, Charles Peter Carey is also a Director of the CME Group Inc., which holds a 5.10% interest in our
shares. The BM&FBOVESPA, in turn, has an equity interest of 5.1% of the CME Group.
Additionally the CME Group and the BM&FBOVESPA have entered into the following agreements: (i) an order
routing agreement whereby users of the CME Globex platform can trade BM&FBOVESPA products directly, while
users of the GTS (BM&FBOVESPA) platform can trade CME Group products directly; (ii) a technology agreement for
the purpose of jointly developing a multimarket trading platform; (iii) a global preferred strategic partnership, so
that both the CME and BM&FBOVESPA can jointly identify opportunities for strategic investment transactions and
commercial partnerships with other stock exchanges around the world in the equities and derivatives segments.
71
ATTACHMENT IV
Executive Compensation
13. MANAGEMENT COMPENSATION
In proceeding to discuss this topic, we add this introductory note as a reminder that, pursuant to a Notice to the
Market released by us on February 4, 2015, we have offered certain beneficiary holders of stock options granted
under our stock options plan an opportunity to elect either (i) to continue to hold their options, or otherwise (ii) to
have all their outstanding (vested and unexercised) options cancelled in exchange for a cash consideration in the
equivalent fair value, and to have all their unvested options cancelled in exchange for deferred share awards
(delivery deferred over time), which we would grant within the scope of the stock awards plan we have adopted
following shareholder approval at May 2014 extraordinary general meeting.
The terms and conditions of the proposed cancellation of stock options in exchange for cash consideration and
deferred share awards were approved by our directors at a board meeting dated December 24, 2014, and the
implementation process and procedures were authorized at a meeting of the compensation committee to the board
of directors held on February 4, 2015.
As a result, the information provided herein with regard to stock options granted to executive officer in previous
years, going back to 2012, has been included mainly as a matter of context given that starting from the current
year of 2015 these stock options have been terminated and cancelled, as shown in the table provided under
subsection 13.16 below. However, stock options previously granted to our directors within the scope of the stock
options plan continue in effect.
13.1 Compensation policy and practices regarding the board of directors, the board of executive
officers and other senior management members, the members of the standing advisory
committees to the Board and other advisory committees, including the Audit Committee, Risk
Committee, Finance Committee and Compensation Committee. The discussion below refers to
compensation objectives and composition.
a.
Objectives of the compensation policy or practices
The aim of the compensation policy is to foster alignment between corporate objectives and managements as well
as the staffs productivity and efficiency, whereas maintaining the Companys competitiveness in the exchange
industry.
b. Compensation composition
(i)
compensation components and their objectives
Board of directors. The members of the Board of Directors are paid fixed monthly compensation. The board chair
is paid an additional semiannual fixed amount equivalent to twice the compensation for a six-month period and
may use of a company car. The purpose of a fixed compensation is to adequately compensate the directors for
their governance role and for participating in board meetings and the company affairs, while the additional fee paid
to the board chair compensates him or her for the additional responsibilities pertaining to the function. Moreover,
under the stock awards plan we have adopted from 2014 as a share-based long-term incentive, a specific
mechanism has been established whereby Company shares can be awarded to our directors. Previously, the longterm incentive materialized in the form of stock options grants.
Board of executive officers and other senior management members. Total compensation for executive
officers and other upper management members comprises the following components:
Base yearly compensation comprising thirteen monthly payments which remunerate executives directly
for the services provided, in line with market practices;
Benefits package which includes health and dental care plans, life insurance, meal 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, which is based
on a salary ratio formula tied to company earnings as well as individual job level and performance,
aligning senior executives with the companys short- and mid-term results of operations;
Share-based long-term incentive structured as a stock awards plan. Under the plan, share awards are
tied to performance measured pursuant to certain target indicators related to the Companys overall
performance and earnings, and are based also on the individual job level and performance of eligible
PRACTICAL GUIDE
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beneficiaries, with the dual objective of aligning the interests of senior executives with those of our
company (and shareholders) on a long-term horizon and fostering retention of key personnel.
Previously, the long-term incentive materialized in the form of stock options grants made within the
scope of our stock options plan.
Committees. The members of advisory committees to the board of directors earn fixed monthly compensation.
Directors holding a seat on any these committees are paid an additional fixed monthly compensation. No director
may serve on more than three committees. The standing board advisory committees currently established are the
Audit Committee, the Nominations and Corporate Governance Committee, the Compensation Committee and the
Risk Committee. In addition, from March 2013 we established the Investment Intermediation Industry Committee
as an advisory committee to the Board of Directors whose members are not entitled to compensation. Moreover,
no officer (whether or not a member of the executive management board) and no staff member with a seat on any
of our executive advisory committees is entitled to additional compensation for serving as committee member or
participating in committee meetings.
Fiscal council. Our fiscal council is a non permanent body, which is not active at this time. The compensation
policy for fiscal council members (assuming the council is active in any given year) will be established according
applicable legislation. We take the view that the functions of a fiscal council are adequately fulfilled by the Audit
Committee, whose responsibilities overlap with those legally assigned to a fiscal council.
(ii)
Each component as a percentage of total compensation
The table below sets forth the average percentage of each compensation component under the 2014 compensation
policy.
2014
Board of Directors
Executive Officers
and Senior
Management
Committees
Salary, fees
( )
*
Participation in
committees (*)
Benefits
( )
*
Short-term variable
compensation
(profit sharing
plan) (*)
Long-term variable
compensation (*)
Total
75.39%
9.61%
0.00%
0.00%
15.00%
100%
25.41%
0.00%
4.26%
27.05%
43.27%
100%
100.00%
0.00%
0.00%
0.00%
0.00%
100%
( )
* Percentages may change year to year, especially in the case of variable compensation components.
(iii) methodology for calculating and reviewing each compensation component

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

The primary purpose of our compensation strategy is to make certain we short-, mid- and long-term compensation
components are properly balanced out to ensure the compensation retains its function as a driver of alignment with
the corporate objectives, while maintaining competitiveness in the marketplace and the ability to attract and retain
executives, in addition to ensuring we remunerate our executives according to the responsibilities of their job
descriptions and in line with each of their individual performances. To this end, the compensation strategy seeks to
position the executives pay at the median salary for the industry, with additional short-, mid- and long-term
variable compensation tied to the companys collective performance and their individual performance.
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PRACTICAL GUIDE
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c.
Key performance indicators taken into account to determine each compensation component
With regard to short- to mid-term variable compensation (i.e. profit sharing payments) and mid- to long-term
variable compensation (i.e. stock awards), the key performance indicators we take into account to determine
compensation
are
(i) individual performance assessments based on factors proper to each job description and position level, and (ii)
the companys collective key performance indicator (KPI). These indicators are taken into account for a
determination as to total profit sharing payment as well as eligibility to stock awards and volume thereof.
We have set the total amount of short-term variable compensation for executives at a rate of 3.5% of
adjusted net income, provided we meet the opex budget for the relevant year. Thus, if the actual operating
expenses go over budget, a reduction factor applies so that every percentage point by which actual opex
exceeds the budget target brings the pool down by 5%. Moreover, the portion of the total yearly profit
sharing payment which is attributable to the executive officers is apportioned so each individual allocation
(calculated as a multiple of base pay, i.e., a salary ratio formula) is then adjusted to take individual
performance into account (the reward).
As the 2012, 2013 and 2014 opex budgets were met, the total short- to mid-term variable compensation was
calculated at 3.5% of the adjusted net income for each of these two years.
With regard to programs established under our stock awards plan, in addition to the standards and criteria
determining stock award grants, as first discussed in this item, a grantee will only truly benefit from a stock
award if the market price of our shares rises over time, so that the potential gain for grantees lies
fundamentally in the appreciation of the market price of our shares.
On the other hand, no performance indicators are taken into account for purposes of determining fixed
compensation or benefits. In fact, these executive compensation components are tied to the level of responsibility
involved in each persons job. Additionally, in establishing fixed compensation, we take into account each persons
qualifications to perform the job.
d.
How the compensation is structured to reflect the evolution of key performance indicators
(KPIs)
In accordance with our policy for short- and long-term variable compensation, the profit-sharing pool and stock
awards are influenced by the extent to which the company achieves certain performance targets set in terms of
adjusted net income and operating expenses.
Furthermore, our policy provides for differing compensation levels designed to reward executive officers for
individual performance based on key performance indicators for their respective jobs, functions and responsibilities.
e.
Aligning the compensation policy or practices with the companys short-, mid- and long-term
interests
We offer compensation that is market competitive in order to retain and attract talent that helps us achieve our
short-, mid- and long-term objectives. Given our business model, retaining skilled professionals is critical for our
growth, such that our compensation strategy must include tools that will encourage them to stay engaged with the
Company for a long time.
Our compensation strategy seeks to balance fixed compensation (in the form of a base salary) with the short term compensation (in the form of profit sharing payments) and mid- to long-term compensation (in the form of
stock awards). With this, we aim to give employees incentives for them to strive to achieve, even eclipse, the
half-year and annual targets typically tied to our profit sharing program, as well as inducements for their
effective implementation of mid- and long-term actions designed to add value to our company, and in the
process help to drive up the market price of our shares.
f.
Disclosure of compensation supported by subsidiaries, affiliates or controlling shareholders, if

any
None of our subsidiaries or affiliates supports compensation we pay to directors, officers and employees.
Additionally, given our widespread ownership structure, we have no controlling shareholders.
g.
Disclosure of compensation or benefit tied to specific corporate actions, as a sale of controlling

interest.
We do not tie the compensation we pay to directors, officers and employees to consummation of any particular
corporate action involving our company, including mergers, acquisitions, sale of controlling interest, or strategic
partnership arrangements.
In addition, our stock awards plan provides that in the event of our dissolution or liquidation, or transformation
of corporate type, or in the case of a merger, consolidation, spinoff or other corporate restructuring 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, grantees holding restricted shares would be
permitted to transfer them to the surviving company and any vesting stock awards would vest earlier than
anticipated for the shares to be transferred. In any event, any shares not transferred during the transfer
window would thereafter forfeit with no right to indemnity or consideration.
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13.2 Compensation of directors, officers and fiscal council members recognized in the income
statement for the years ended December 31, 2014, 2013 and 2012, and projections and
estimates for 2015.
The tables and notes below set forth data and information on annual compensation paid to directors and executive
officers, as well as the audit committee members. As discussed elsewhere herein, while the fiscal council is not
active at this time, its responsibilities overlap with those of our audit committee, which is a standing board advisory
committee and is active at all times. The information below is as recognized in the income statements for the years
ended December 31, 2014, 2013 and 2012 based on average number of members per governance body or
7
committee (per data set forth in the following table ); and (ii) as projected for the current financial year.
Year ended December 31, 2014 Average number of members
Month
Board of Directors
Executive Management Board
January
11
5
February
11
5
March
11
5
April
11
5
May
11
5
June
11
5
July
11
5
August
11
5
September
11
5
October
11
5
November
11
5
December
11
5
Total
132
60
Average
11.0
5.0
Pursuant to a decision of our board of directors, the long-term incentive in the form of stock options attributable to
executives in any particular year materializes in the form of stock option grants at the start of the next year. Thus,
stock options to reward the 2013 performance were granted in January 2014, with effects on results for 2014.
BVMF 2013 Stock Options Program and Additional Stock Options Program According to guidelines set within the
scope of our stock options plan, in 2013 we adopted both a stock options program (the 2013 Stock Options
Program) and an additional options program (the 2013 Additional Options Program), as an added incentive for
retention of key professionals in our talent pool. We have since completed two rounds of option grants for
executive officers, one within the scope of the BVMF 2013 Stock Options Program, the other within the scope of
the BVMF 2013 Additional Options Program, with grants having been decided in 2014, with effects on our results
for 2014. As approved by our board, the first round contemplated stock option grants awarding rights to buy
aggregate 3,500,000 shares, or 0.184% of the shares issued and outstanding at the grant date, whereas the
second round contemplated additional options granting rights to buy aggregate 1,477,340 shares, or 0.078% of the
shares issued and outstanding at the grant date. In each case, the exercise price was established pursuant to the
rules set out in the stock options plan.
Ultimately, the exercise price was set at R$3.43 for the first round (BVMF 2013 Stock Options Program) and R$4.33
for the second round (BVMF 2013 Additional Options Program), pursuant to a fair price calculation method that
takes into account certain market variables at grant time and the particular features of each program.
Additionally, and according to the stock options plan, the stock option grants attributed to directors on January 2,
2014, totaled 330,000 and influenced our results for 2014. The fair price determined for each of these options was
R$2.98.
Year ended December 31, 2014
No. of members
Annual fixed compensation (in
R$)
Salary, fees
Direct & indirect benefits
Participation in committees
Other
Variable compensation (in R$)
Bonuses
Board of Directors
Executive Board
Fiscal Council (*)
Total
11
n/a
16
R$5,572,952.08
R$5,935,147.66
n/a
R$11,508,100.64
R$4,943,023.66
R$5,008,479.97
R$926,667.69
n/a
n/a
n/a
n/a
n/a
n/a
R$9,951,503.63
R$926,667.69
R$629,929.32
n/a
R$629,929.32
n/a
n/a
n/a
n/a
n/a
R$9,574,432.68
n/a
n/a
R$9,574,432.68
n/a
Sum total of the number of members in each governance body or committee at each month of the year divided by 12 months. This
calculation is performed by collective governance or management body, as required under CVM Circular Letter SEP/N. 01/2014.
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Profit sharing
Participation in meetings
Commissions
Other
Post-retirement benefits
Stepping-down benefits
Share-based payments
Amount of compensation
Board of Directors
Executive Board
Fiscal Council (*)
Total
n/a
n/a
n/a
n/a
n/a
n/a
R$9,574,432.68
R$9,574,432.68
R$983,400.00
R$6,556,352.98
R$18,401,882.20
R$33,911,462.54
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$19,385,282.20
R$40,467,815.52
* Audit Committee . As discussed in item 13.1 above, our fiscal council is not active at this time. However, we
have an Audit Committee whose functions overlap with those legally assigned to a fiscal council. The aggregate
compensation amount paid to the external audit committee members in 2014 totaled R$1,290,502.40, a figure
not included in the above table.
( )

Month
January
February
March
April
May
June
July
August
September
October
November
December
Total
Average
Board of Directors
11
11
11
11
11
11
11
11
11
11
11
11
132
11.0
Executive Management Board

5
5
5
5
5
4
5
5
5
5
5
5
59
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.
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 at the grant date, whereas the second round contemplated additional options granting
rights to buy aggregate 1,001,185 shares, or 0.05% of the shares issued and outstanding at the grant date. In each
case, the exercise price was established pursuant to the rules set out in the stock options plan.
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.
No. of members
R$)
Salary, fees
Board of Directors
Executive Board
Fiscal Council (*)
Total
11
4.92
n/a
15.92
R$4,972,415.92
R$5,361,853.94
n/a
R$10,334,269.86
R$4,525,878.76
n/a
R$446,537.16
R$4,577,821.68
R$784,032.26
n/a
n/a
n/a
n/a
R$9,103,700.44
R$784,032.26
R$446,537.16
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Other
Bonuses
Profit sharing
Commissions
Other (1)
(1)
Board of Directors
Executive Board
Fiscal Council (*)
Total
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
R$4,972,415.92
n/a
R$10,332,121.26
n/a
R$9,095,873.67
n/a
n/a
R$1,236,247.59
n/a
n/a
R$25,303,271.30
R$40,997,246.50
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
R$10,332,121.26
n/a
R$9,095,873.67
n/a
n/a
R$1,236,247.59
n/a
n/a
R$25,303,271.30
R$45,969,662.42
Severance dues and additional sign-on bonuses.
compensation amount paid to the external audit committee members in 2013 totaled R$1,277,830.96, a figure
not included in the above table.
( )

Month
Board of Directors
Executive Board
January
11
5
February
11
5
March
11
5
April
11
5
May
11
5
June
11
5
July
11
5
August
11
5
September
11
5
October
11
5
November
11
5
December
11
5
Total
132
60
Average
11.0
5.0
Pursuant to a decision of our board of directors, the long-term incentive (in the form of stock options) attributable
to executives in any particular year materializes in the form of stock option grants at the start of the next year.
Thus, stock options to reward the 2011 performance were granted in January 2012, with effects on results for
2012.
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 at the grant date, whereas the second round
contemplated additional options granting rights to buy aggregate 1,337,170 shares, or 0.07% of the shares
issued and outstanding at the grant date. The exercise price for options granted within the scope of each of
these Programs was established pursuant to the rules set out in the stock options plan.
takes into account certain market variables at grant time and the particular features of each program.
No. of members
R$)
Board of Directors
Executive Board
Fiscal Council (*)
Total
11
n/a
16
R$4,221,989.61
R$4,923,976.91
n/a
R$9,145,966.52
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Salary, fees
Other
Bonuses
Profit sharing
Commissions
Other (1)
Board of Directors
Executive Board
Fiscal Council (*)
Total
R$3,751,531.67
n/a
R$470,457.94
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
R$4,221,989.61
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
R$14,670,242.30
R$28,421,911.57
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
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
n/a
n/a
n/a
R$14,670,242.30
R$32,643,901.18
( )
compensation amount paid to the external audit committee members in 2012 totaled R$997,765.48, a figure not
included in the above table.
BVMF 2014 Stock Options Program and Additional Stock Options Program Projections for 2015. The table and
notes below set forth estimate data and information on annual compensation proposed to be paid to directors and
executive officers for the year ending at December 31, 2015, which we are submitting to shareholders called to
convene in the annual shareholders meeting scheduled for March 2015. Given that the short- to mid-term variable
compensation (profit sharing payments) for executive officers is tied to certain yearly performance targets having
been accomplished, the projections below assumed a probable-results scenario and may change to the extent our
actual adjusted net income hits the target and operating expenses depart from the opex budget, as both elements
determine the profit sharing pool. For example, pursuant to the fair price calculation method set out in subsection
13.1(c) above, where the actual year-end result hits a 10% threshold above the expected adjusted net income, and as
long as we adhere to the opex budget, the profit-sharing pool will be adjusted by an additional amount of
R$1,200,488.36, which is the equivalent of a 10% increment in expected adjusted net income for the year.
Moreover, starting from 2014, a stock awards plan was established to replace the stock options plan which had in
place previously by way of share-based long-term incentive. Additionally, according to a decision of our board of
directors, the share-based long-term compensation attributable to executives for any particular year materializes in
the form of stock awards at the start of the next year. Thus, stock awards meant to reward the 2014 performance
were granted early in January 2015, with effects on our results for the year 2015.
We implemented in 2014 a stock awards program and an additional stock awards program, the latter as an added
incentive for retention of key professionals in our talent pool. Early in January 2015 we completed two rounds of
stock award grants for executives (one within the scope of the BVMF 2014 Stock Awards Program, the other
within the scope of the BVMF 2014 Additional Stock Awards Program) with effects to be recognized in our results
for 2015. The first round contemplated stock awards granting rights to aggregate 1,430,528 shares, or 0.08% of
the shares issued and outstanding, whereas the second round is expected to result in additional stock awards
granting rights to aggregate 592,806 shares (representing an interest in 0.03% of the shares issued and
outstanding) assuming the grantee executives do buy their lot of Own Shares (as defined) at a price of R$9.50 per
share.
We should note these stock awards programs do not require calculating fair price for the grants, as the price for
share awards is now set at the market price per share at the close of business as of the grant date, which in this
particular year was January 2, 2015. The closing price per share at the grant date was R$9.50.
Additionally, and according to the stock options plan, the stock option grants attributed to directors on January 2,
2015, totaled 172,700 and are set to influence our results for 2015.
Current financial year 2015 Compensation Budget
No. of members
R$)
Salary, fees
Other
Board of Directors
Executive Board
Fiscal Council (*)
Total
11
n/a
16
R$6,673,584.72
R$6,332,456.94
n/a
R$13,006,041.66
R$5,585,408.09
R$5,295,671.31
R$1,036,785.63
n/a
n/a
n/a
n/a
n/a
R$10,881,079.40
R$1,036,785.63
R$1,088,176.62
n/a
R$1,088,176.62
n/a
n/a
n/a
n/a
R$12,004,883.61
n/a
R$12,004,883.61
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Current financial year 2015 Compensation Budget
Bonuses
Profit sharing
Participation in commissions
Other
Board of Directors
Executive Board
Fiscal Council (*)
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$12,004,883.61
n/a
n/a
n/a
n/a
n/a
R$1,640,650.00
R$8,314,234.72
R$19,221,634.54
R$37,558,975.09
Total
n/a
R$12,004,883.61
n/a
n/a
n/a
n/a
n/a
R$20,862,284.54
R$45,873,209.81
( )
* Audit Committee . As discussed in item 13.1 above, our fiscal council is not active at this time. Ho wever, we
have an Audit Committee whose functions overlap with those legally assigned to a fiscal council. The estimated
aggregate compensation to be paid to the external audit committee members in 2015 totals R$1,415,376.93, a
figure not included in the above table.
13.3 Variable compensation directors, officers and fiscal council members (for the years ended
December 31, 2014, 2013 and 2012 and projections and estimates for 2015).
The variable compensation policy for executive officers is based on salary ratios, which may vary based on
seniority of job position and, where job positions are leveled, based on individual performance assessments.
The tables below present information on the variable compensation paid to executive officers. (i) as recognized in
the income statements for the years ended December 31, 2013, 2012 and 2011, based on number of members by
management body to whom variable compensation was paid in the relevant years, and (ii) as projected for the
current year.
No. of members
Bonus (in R$)
Minimum projected in Comp. Plan
Maximum projected in Comp. Plan
Projected in Comp. Plan if targets met
Actually recognized in the income
statement
Profit sharing (in R$)
Projected in Comp. Plan if targets were
achieved
statement
Board of
Directors
Executive Board
Fiscal Council
Total
n/a
5.0
5.0
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
R$10,137,582.05
R$12,390,378.06
n/a
n/a
R$10,137,582.05
R$12,390,378.06
n/a
R$11,263,980.06
n/a
R$11,263,980.06
n/a
R$9,574,432.68
n/a
R$9,574,432.68
n/a
n/a
n/a
No. of members
Bonus (in R$)
statement
statement
Board of
Directors
Executive Board
Fiscal Council
Total
n/a
4.92
4.92
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
R$9,569,329.99
R$11,578,889.28
R$10,526,262.98
n/a
n/a
n/a
R$9,569,329.99
R$11,578,889.28
R$10,526,262.98
n/a
R$9,095,873.67
n/a
R$9,095,873.67
n/a
n/a
n/a
No. of members
Bonus (in R$)
Board of
Directors
Executive Board
Fiscal Council
Total
n/a
n/a
n/a
n/a
n/a
n/a
n/a
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statement
statement
Board of
Directors
Executive Board
Fiscal Council
Total
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
R$9,072,748.56
R$10,978,025.75
R$9,980,023.41
n/a
n/a
n/a
R$9,072,748.56
R$10,978,025.75
R$9,980,023.41
n/a
R$8,827,692.36
n/a
R$8,827,692.36
Current year projections. The table below sets forth information on projected variable compensation for 2015. Given
that the short- to mid-term variable compensation (profit sharing payments) for officers is tied to yearly performance
targets being realized, the projections below assume a probable results scenario and may change to the extent our
actual adjusted net income hits the target and the expenses depart from the opex budget, as both elements
determine the profit sharing pool.
Pursuant to the method described under 13.1(c) above, the total 2015 allocations to the profit sharing pool
(comprised of short- to mid-term compensation for executives, i.e., the officers and other employees) is to be
calculated at a rate of about 3.5% of our adjusted net income for the year, provided we meet the opex budget.
Part of this total would then be allocated to the executive officers, with each individual allocation being calculated
as a multiple of base pay (salary ratio formula) adjusted to reward individual performance. However, if the actual
operating expenses were to exceed the opex budget, a 5% reduction factor would apply, so that every
percentage point by which actual opex exceeds the budget target would bring the pool down by 5%.
With regard to projections for minimum and maximum allocations, you should bear in mind that, consistent with
the allocation method previously discussed, the true size of the profit sharing pool is directly influenced by our
actual adjusted net income and the extent to which we adhere to the opex budget, so that ultimately (i) if we are
not profitable, there may be no profit sharing allocation altogether; and (ii) if we are profitable, there will be no
caps limiting the allocation, as long as the calculation guidelines previously discussed are observed. The minimum
and maximum allocation amounts set forth in the following table were estimated assuming adjusted net income
10% above or below the collective performance target, respectively.
Current financial year 2015 Budget
No. of members
Bonus (in R$)
statement
statement
Board of
Directors
Executive Board
Fiscal Council
Total
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
R$10,804,395.25
R$13,205,371.97
R$12,004,883.61
n/a
n/a
n/a
R$10,804,395.25
R$13,205,371.97
R$12,004,883.61
n/a
n/a
n/a
n/a
13.4 Share-based compensation plan for directors and executive officers (prior and current years).
a.
General terms and conditions
As discussed in the introductory note to this section, and as approved at an extraordinary shareholders meeting
held on May 13, 2014, we now have a stock awards plan, which replaced our stock options plan as a share-based
long term incentive for directors, executive officers and other upper management officers.
Additionally, according to a decision of our board of directors, we reward performance in any given year in the form
of stock award grants made always at the start of the next year. Accordingly, early in January 2015, the board
decided on stock awards to reward performance in 2014, so that the effects of these grants will influence our
results for 2015.
STOCK OPTIONS PLAN (STOCK OPTION GRANTS REWARDING PERFORMANCE UP TO AND INCLUDING 2013)
Under the plan, the directors, executive officers and other upper management officers and executives, including
the officers and executives of our subsidiaries and, in certain special cases, employees and service providers
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designated by our chief executive officer (beneficiaries), are eligible for stock option grants conveying rights to
buy our common shares.
Additionally, under the plan, our board of directors (as advised by the compensation committee) has powers to
establish stock option programs from time to time.
Furthermore, aimed to rise to the highest standard of transparency, the stock options plan establishes a
mechanism specifically applicable to stock option grants to members of our board of directors, as follows: (i) the
directors are eligible to stock option grants starting from the date they are elected or such other date as the
shareholders may determine at the time; (ii) for each particular year, the directors may be granted up to an
aggregate lot of 330,000 stock options (as decided by shareholders convening in a general meeting), and the
collective lot for the year is then apportioned equally amongst the directors (linear apportioning); (iii) the collective
lot is awarded to the directors on the same occasion as regular stock options are awarded to other beneficiaries;
(iv) the stock options thus granted to beneficiary directors vest within two years after the their terms end; (v) the
stock options are exercisable over a five-year period after the vesting date; (vi) where a director is removed from
office due to breach of obligations or fiduciary duties (per applicable civil and corporate law) or for any of the
reasons which otherwise would justify termination for cause under the labor laws, any vesting options and any
outstanding stock options forfeit with no right to indemnity or consideration; and (vii) if a director resigns his or her
office, any vesting options and any outstanding stock options may still be exercised as soon as exercisable, except
for options granted over the course of the year in which the resignation takes place.
We have completed ten rounds of stock option distributions implemented under our stock options plan, including
one round in 2013 allocating stock options to our directors, while the other nine consist of grants implemented by
our board under the BVMF 2008 Stock Options Program, the BVMF 2009 Stock Options Program, the BVMF 2010
Stock Options Program, the BVMF 2011 Stock Options Program plus the BVMF 2011 Additional Options Program,
the BVMF 2012 Stock Option Program plus the BVMF 2012 Additional Options Program, and the BVMF 2013 Stock
Options Program plus the BVMF 2013 Additional Options Program.
STOCK AWARDS PLAN (STOCK AWARD GRANTS REWARDING PERFORMANCE FROM 2014)
Under the stock awards plan, the directors, executive officers and other executives and key employees, including
officers and employees of our subsidiaries (beneficiaries), are eligible for awards of shares of the Companys
capital stock.
Moreover, our board of directors has authority to establish from time to time stock awards programs which define (i)
the eligible beneficiaries; (ii) the total number of shares which may be awarded under the program; (iii) the standards
and criteria to be observed in electing beneficiaries and in determining the number of award shares; (iv) the award
distribution into lots; (v) the vesting schedule; (vi) the lock-up restriction (if any) and lock-up holding period; and (vii)
provisions on penalties, if any.
In addition, consistent with the stock awards plan, an award of shares under any particular program must observe
at
least
a
3-year interval between the programs grant date and the last delivery date scheduled under the same program.
Moreover, under any particular program, a staggered vesting period applies to every grant of stock awards, where
the vesting schedule must observe the following conditions: (i) a minimum 12-month interval is to elapse between
a programs grant date and the first scheduled delivery of a lot of shares awarded under that same program; and
(ii) starting from the first delivery date scheduled under a program, a 12-month interval is to elapse between the
scheduled dates of any subsequent lot of shares awarded under that same program.
In adopting a stock awards program, our board is responsible for establishing the terms and conditions applicable
to the related stock award grant agreement beneficiaries will be required to execute with us within the scope of
that particular program.
Under the plan, our board of directors has powers to delegate authority for the compensation committee to make
certain decisions and recommendations concerning stock awards. Currently, in line with certain bylaws provisions
about the committees responsibilities, the compensation committee members assist and advise our directors in
defining terms and conditions for stock awards.
The shares awarded to beneficiaries enjoy the rights established under the stock awards plan and the relevant
program and stock award grant agreement. However, rights to payouts are assured only after the actual delivery of
the awarded shares.
Moreover, consistent with the stock awards plan and related awards programs and grant agreements, the following
additional terms and conditions apply:
a) The delivery of shares awarded in any grant is contingent on any and all applicable legal, regulatory and
contractual requirements having been met in every respect;
b) The provisions of the stock awards plan and related programs and grant agreements are not to be
construed as assurance of continuing services or employment between a beneficiary and our company, and
no such provision affects in any way our right to remove any beneficiary from office or position or to
terminate the relevant service or employment contract at any time;
c) No grant of share awards has any bearing either on the fixed compensation we pay to beneficiaries or on
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d)
e)
the profit sharing payments we may or may not make to a beneficiary;

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

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

Potential dilution for existing
VIII. shareholders if all options are
exercised in full
2.79
4.19
5.55
6.98
3.43
4.33
2.98
0.16%
0.07%
0.17%
0.07%
0.18%
0.08%
0.016%
VII.
(1) The number of members takes into account the number of persons actually receiving share-based compensation (rather than average
membership by year), as recognized through profit and loss in the income statement for the relevant year.
Body of holders:
Number of members:
Stock Option Program:
(1)
2010 Stock
Options Prgm.
2011 Stock
Options Prgm.
2011 Additional
Options Prgm.
2012 Stock
Options Prgm.
2012 Additional
Options Prgm.
I.
Grant date:
Jan. 3, 2011
Jan. 2, 2012
Jan. 2, 2012
Jan. 2, 2013
Jan. 2, 2013
II.
Number of options granted:
3,420,000
3,250,000
1,337,170
3,300,000
1,001,185
III.

285,000
406,250
January 2014
January 2015
270,833
January 2016
203,125
January 2017
825,000
222,862
166,864
133,717
IV.
Expiration date
V.
VI.
Jan. 3, 2018
Jan. 2, 2020
Jan. 2, 2019
n/a
n/a
n/a
Jan. 2, 2021
Jan. 2, 2020
n/a
- options outstanding at start of year
12.91
10.07
5.04
10.78
6.74
- options lost over the year
12.91
10.07
5.04
10.78
6.74
- options exercised over the year
12.91
10.07
5.04
10.78
6.74
- options expired over the year
12.91
10.07
5.04
10.78
6.74
VII.
Fair price as of grant date
4.50
2.79
4.19
5.55
6.98
VIII.
Potential dilution for existing shareholders

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

Program
2010 Stock Options

Program
2011 Stock Options

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

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

-
January 2016
January 2017
April 2017

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

VIII. shareholders if all options are
exercised in full
As discussed in the introductory note to this section, a stock awards plan replaced our stock options plan as a share-based long term incentive for
directors, executive officers and other upper management officers. As a result, the information provided herein with regard to stock options granted
to executive officer in previous years, has been included mainly as a matter of context given that starting from the current year of 2015 these stock
options have been terminated and cancelled, as shown in the table provided under subsection 13.16 below. However, as the transition was
executed at Fair Value, the original values of the Options (now cancelled) will continue to be used as the reference for the expenses of the shares
granted (as set forth in CPC 10 (R1)), as shown in the above table.
Current Year 2015 Forecast Stock Award Grants
Body of holders:
Number of members:
Stock Awards Program:
Board of Directors
(1)
11
(1)
2014 Stock Awards Prgm.
2014 Addl Stock Awards Prgm.
2014 Board Stock Awards Prgm.
I.
Grant date:
Jan. 2, 2015
Jan. 2, 2015
Jan. 2, 2015
II.
Number of stock awards:
1,430,528
592,806
172,700
III.
Number of vesting stock awards per lot
- January 2016
337,369
192,079
- January 2017
74,014
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IV.
Deadline for delivery
Jan. 2, 2019
V.
VI.
Closing price at grant date
Jan. 2, 2018
Jan. 2, 2017
n/a
n/a
n/a
R$9.50
R$9.50
R$9.50
0.08%
0.03%
0.009%
Potential dilution for

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

0
0
0
0
0
0
700,000
700,000
0
0
0
0
614,072
0
614,068
0
0
0
750,000
750,000
750,000
0
0
0
0
500,593
0
0
500,592
0
875,000
875,000
875,000
0
875,000
0
0
0
738,671
0
0
738,669
0
0
0
297,000
0
0
Jan 3,2018
Jan. 2, 2020
Jan. 2, 2019
Jan. 2, 2021
Jan. 2, 2020
Jan. 3, 2021
Jan. 3, 2020
April 30, 2019
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
12.91
10.07
5.04
10.78
6.74
8.73
5.46
10.92
4.50
2.79
4.19
5.55
6.98
3.43
4.33
2.98
2,370,000
300,000
430,000
Jan 3,2018
n/a
Jan. 2, 2020
n/a
n/a
n/a
Jan. 2, 2021
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
12.91
10.07
n/a
10.78
n/a
n/a
n/a
n/a
4.50
2.79
n/a
5.55
n/a
n/a
n/a
n/a
4.50
2.79
4.19
5.55
6.98
3.43
4.33
2.98
13.8 Exercised options and shares delivered to directors and executive officers as share-based
compensation.
The tables below set forth information on options exercised by, and shares delivered to executive officers by way of
long-term incentive in the years ended December 31, 2014, 2013 and 2012 taking into account the number of
members per governance or management body that actually exercised options and received shares.
Number of members
Board of
Directors
Board of executive
officers
Total
n/a
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Options exercised
Number of shares
Weighted average exercise price
Total difference between exercise price and
market price of shares for which options were
exercised
Shares delivered
Number of shares
Aggregate of difference between exercise price
and
exercised
Board of
Directors
Board of executive
officers
Total
n/a
n/a
845,500
R$10.34
845,500
R$10.34
n/a
R$2,046,950.00
R$2,046,950.00
n/a
n/a
n/a
0
0
0
0
0
0
n/a
Board of
Directors
Board of executive
officers
Total
n/a
n/a
n/a
1,607,500
R$8.85
1,607,500
R$8.85
n/a
R$2,668,875.00
R$2,668,875.00
n/a
n/a
n/a
0
0
0
0
0
0
n/a
Board of
Directors
Board of executive
officers
Total
n/a
n/a
n/a
170,000
R$6.01
170,000
R$6.01
n/a
R$1,011,584.50
R$1,011,584.50
n/a
n/a
n/a
0
0
0
0
0
0
n/a
Number of members
Options exercised
Number of shares
exercised
Shares delivered
Number of shares
and
exercised
Number of members
Options exercised
Number of shares
exercised
Shares delivered
Number of shares
and
exercised
13.9 Summary information required to better understand data disclosed under subsections 13.6 to
13.8 above.
a.
pricing model
The stock options we grant under our plan combine European-style features (in that typically early exercise is not
allowed) and American-style features, as after the options vest exercise is permitted earlier than the expiration
date. Options that combine these features are more commonly known as Bermudan or Mid-Atlantic options, so
that, by construction, the exercise price is set within the price range provided by the prices for both European-style
and American-style options with similar features. As for dividend payments, two effects on the option pricing are
taken into account: (i) a fall in share price at ex-dividend dates; and (ii) the influence of dividend payments on an
early-exercise decision.
The main assumptions we use in pricing these options are as follows:
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PRACTICAL GUIDE
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a)
b)
Option pricing takes into account the market parameters at each grant date under the relevant Program;
The estimate for risk-free interest rates is based on rates provided by interest-rate futures contracts
whose maturity correlate with each option duration;
c)
The farthest, last exercise date (expiration) determines the option life.
Other classic assumptions associated with option pricing models are also taken into consideration and include the
absence of arbitrage opportunities and constant volatility over time.
Taking the above factors into account, in determining the fair price of these stock options, we use the binomial tree model developed by Hull. This pricing model produces results equivalent to those of the Black -Scholes
model for simple European-style options with the advantage of capturing the effects of early exercise and
dividend payments associated with the options concerned.
Under our stock awards program, fair price is the market price of our shares at the close of business as of the
grant date.
b.
data and assumptions used by the pricing model, including weighted average share price,
exercise price, expected volatility, option life, expected dividends and risk-free interest rate
The main assumptions we use in pricing the stock options are the following:
The option pricing takes into account the market parameters as of each grant date under the relevant
Program;
The estimate of risk-free interest rates is based on rates provided by interest-rate futures contracts whose
maturity correlate with each option duration;
Share prices are adjusted to account for the effects of dividend payments;
Expected volatility is determined as explained in 13.9(d) below;
The last exercise date (expiration) determines the option life.
Other classic assumptions associated with option pricing models also taken into account were the absence of
arbitrage opportunities and constant volatility over time. The table below summarizes the main data and
assumptions:
Data & Assumptions
2013 Stock Option Program
Grant date
Share price (in R$)
Exercise price (in R$)
Expected volatility (year)
Option life (last exercise date)
Expected dividends (payouts)
Risk-free interest rate (p.a., 252 trading days)
Jan. 2, 2014
10.92
8.73
35.62%
Jan. 2, 2022
80.00%
10.57%
Data & Assumptions

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

Grant date
Share price (in R$)
2013 Boards Stock Options Program
Data & Assumptions

Grant date
Share price (in R$)
Jan. 2, 2014
10.92
5.46
35.62%
Jan. 2, 2022
80.00%
10.57%
Jan. 2, 2014
10.92
10.92
35.62%
Apr. 30, 2022
80.00%
10.57%
Jan. 2, 2013
14.11
10.78
29.18%
Jan. 2, 2021
80.00%
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9.21%
Data & Assumptions

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

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

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

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

Grant date
Share price (in R$)
Jan. 2, 2013
14.11
6.74
29.18%
Jan. 2, 2020
80.00%
9.21%
Jan. 2, 2012
9.80
10.07
29.99%
Jan. 2, 2020
80.00%
11.07%
Jan. 2, 2012
9.80
5.04
29.99%
Jan. 2, 2019
80.00%
11.05%
Jan. 3, 2011
13.40
12.91
25.00%
Jan. 3, 2018
80%
11.78%
Mar. 2, 2009
5.80
6.60
67.57%
Dec. 30, 2016
50%
13.47%
Under our stock awards program, fair price is the market price of our shares at the close of business as of the
grant date.
c.
method and assumptions adopted in capturing the expected effects of early exercise
The stock options granted under our plan resemble European-style options in that early exercise is not allowed until
the vesting date, but may also be said to resemble American-style options in that thereafter, meaning after the
options vest, they may be exercised earlier than their expiration date. Options that bear these features are
commonly known as Bermudan or Mid-Atlantic options. Thus, they should by construction be priced within the
price range provided by the prices of both European and American options. As for dividend payments, two effects
on the option pricing should be taken into account: (i) a fall in share price at 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.
Under our stock awards program, there is no need for making assumptions as fair price is the market price per
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PRACTICAL GUIDE
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share at the close of business as of the grant date.
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.
Under our stock awards program, no exercise price has to be calculated, as fair price is the market price per share
at the close of business as of the grant date.
e.
other option features taken into account in measuring fair value.
The discussion above covers the principal features and considerations related to the stock options and stock
awards granted under our share-based long term incentive plans. There are no further considerations to be made.
13.10
Existing pension plans for directors and executive officers.
Number of members
Pension scheme name
Number of executives eligible for retirement
Number of executives eligible for early retirement
Present value of contributions paid into pension plan at
the close of most recent full year, discounting direct
contributions from executives
Total cumulative value of contributions paid into
pension plan over most recent full year, discounting
direct contributions from executives
Permission, conditions of early redemption (if any)
13.11
Board of Directors
Total
n/a
n/a
n/a
5
Mercaprev
1
n/a
1
n/a
n/a
R$5,476,476.24
R$5,476,476.24
n/a
R$331,732.84
R$331,732.84
n/a
Yes. Employee portion

only
Average compensation paid to directors, executive officers and fiscal council members.
We should note that, pursuant to according to our policy for share-based long-term incentive and a decision of our
board of directors, stock option and stock award grants attributable to the officers and executives in any particular
year are decided at the start of the next year. Thus, stock award grants to reward 2014 performance were granted
on January 2, 2015, with effects on our results for 2015. Likewise, stock option grants to reward 2013
performance were granted on January 2, 2013 (with effects on our results for 2014), while the grants that
rewarded performance in 2012 and 2011 were decided on January 2, 2013 and January 2, 2012, respectively (with
effects on our results for 2013 and 2012, respectively).
2014 compensation of executive officers. For purposes of the information set forth in the table below, we should
note the executive officers were all in office and actively working throughout the year, from January to December,
such that we recognized in the statement of income for the year ended December 31, 2014, the compensation paid
to all of them over the full 12-month period.
2014 compensation of directors. We should further note that one of our directors was not earning compensation in
2014, while one resigned and was replaced during the year, so that information on lowest individual compensation
paid to directors in 2014 takes into account the just the nine directors (out of eleven) that were in office
throughout the year, from January to December. And highest compensation information considers the full set of
compensation data, as recognized in the statement of income for the year ended December 31, 2014.
Number of members
Highest individual compensation (in R$)
Lowest individual compensation (in R$)
Average individual compensation (in R$)
Board of Directors
Fiscal Council
( )
*
11
2,330,010.60
368,340.00
596,032.09
5
12,843,608.80
4,569,981.69
6,782,292.51
n/a
n/a
n/a
n/a
( )
* Audit Committee. As discussed under 13.1 above, while our fiscal council is not active at this time, we have an Audit
Committee established as a standing advisory committee to the board of directors. Taking into account the compensation
paid to the four external committee members that received compensation over the full 12-month period, from January to
December, the highest compensation recognized for 2014 totaled R$323,155.32 and the lowest R$321,036.44. The
average compensation in 2014 was R$322,625.60.
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PRACTICAL GUIDE
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note that as one officer stepped down in May, his replacement having been appointed in July, so that lowest
compensation information considers just the number of executive officers in office throughout the year. And
highest compensation information considers the full set of compensation data, as recognized in the statement of
income for the year ended December 31, 2013.
2013, while some of the board members were replaced at the annual meeting held in April 2013, so that
information on lowest individual compensation paid to directors in 2013 takes into account the just the six directors
(out of eleven) that were in office throughout the year, from January to December. And highest compensation
information considers the full set of compensation data, as recognized in the statement of income for the year
Number of members
Board of Directors
Fiscal Council
( )
*
11
1,724,453.24
306,762.65
452,037.81
4.92
15,562,374.97
6,851,693.28
8,338,423.02
n/a
n/a
n/a
n/a
( )
* Audit Committee. As discussed under 13.1 above, while our fiscal council is not active at this time, we have an Audit
Committee established as a standing advisory committee to the board of directors. Taking into account the compensation
paid to the four external committee members that received compensation over the full 12 -month period, from January to
December, the highest compensation recognized for 2013 totaled R$332,451.85 and the lowest R$294,249.23. The
average compensation in 2013 was R$306,957.74.
note the executive officers were all in office and actively working throughout the year, from January to December,
so that we recognized in the statement of income for the year ended December 31, 2012, the compensation paid
to all of them over the full 12-month period.
2012, so that information on lowest and highest individual compensation paid to directors in 2012 takes into
account the just the ten (out of eleven) directors that were in office throughout the year, from January to
December. The reported figures include all compensation we recognized in the income statement for the year
No. of members
Board of Directors
Executive Board
Fiscal Council
( )
*
11
1,211,162.20
224,400.00
383,817.24
5
11,089,578.38
3,635,723.78
5,684,382.31
n/a
n/a
n/a
n/a
*) Audit Committee . As discussed in item 13.1 above, while our fiscal council is not active at this time, we have an Audit
Committee established as a standing advisory committee to the board of directors. One audit committee member took a
temporary leave of absence, so that his replacement (who was appointed on an interim basis) was not serving for the full
year. Thus, taking into account the compensation paid to three (out of four) external committee members that received
compensation over the full 12-month period, from January to December, the highest compensation recognized for 2012
totaled R$280,002.81 and the lowest R$240,876.42. The average compensation in 2012 was R$249,441.37.
13.12
Compensation, indemnification, pension arrangements with directors and executive officers

in case of dismissal or retirement, and effects for the Company.
The company adopts no policy or arrangements or schemes contemplating retirement or termination compensation
for directors and executive officers in case of dismissal or retirement, except in the latter case for benefits
contemplated in our existing pension plan (as discussed in subsection 13.10 above). It is worth noting that the
Directors & Officers (D&O) liability insurance policy taken out by us provides no coverage related to dismissal or
retirement; rather, it merely gives directors and officers financial protection against claims arising from day-to-day
decisions, so they have peace of mind to perform their duties. In addition, this policy both protects us and gives us
an additional talent retention tool.
13.13
Percentage of total compensation attributable to directors, executive officers and fiscal

council members that are related parties (as defined under relevant accounting standard) of
the controlling shareholders.
Given that we have a widespread ownership structure and no controlling shareholders, there has never been
compensation paid to any director or executive officer deemed to be a related party of any direct or indirect
controlling shareholder and, therefore, none has been recognized in any income statement.
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13.14
Compensation (recognized in the income statement) paid to directors, executive officers and
fiscal council members (grouped by body) for reasons other than their position in the
company (such as commissions or fees for advisory or consulting services).
No amounts are recognized in the income statement as compensation for directors and executive officers on any
account or for any reason other than their serving in the position they hold in our company.
13.15
Compensation paid to directors, executive officers and fiscal council members of the
company, as recognized in the income statements of direct or indirect controlling
shareholders, companies under common control or the companys subsidiaries.
Given that we have a widespread ownership structure and no controlling shareholders, the above premise is not
applicable to our company. Additionally, our directors and executive officers are paid directly by us, such that no
amount was or had to be recognized in our income statement as fees or compensation paid by a subsidiary or
affiliate to any of our directors and executive officers.
13.16
Additional reportable information
Pursuant to a Notice to the Market released by us on February 4, 2015, we have offered to beneficiaries holding
stock options granted within the scope of our stock options plan an opportunity to elect (i) either to continue to
hold their options, or otherwise (ii) to have their outstanding (vested and unexercised) options cancelled in
exchange for a cash consideration in the equivalent fair value, and to have their unvested options cancelled in
exchange for deferred share awards (delivery deferred over time), so that these would be granted within the
scope of our stock awards plan.
We believe a stock awards plan is better suited to attend to our objectives of aligning more efficiently the interests
of senior executives with those of our company and shareholders over a longer-term horizon, whereas fostering the
retention of key personnel.
Cancellation of stock options
Consistent with accounting standard CPC-10 (IFRS 2 Share Based-Payment ) issued by the Brazilian Accounting
Standards Board and endorsed by the Brazilian Securities Commission (CVM) pursuant to CVM Resolution No.
650/10, we have treated the transaction as a replacement of cancelled equity instruments on the basis of fair
value. Accordingly, for a review to provide limited assurance as to the determination of fair value for each of the
cancellation processes we have engaged a specialist independent valuation firm.
Accordingly, the outstanding stocks options were cancelled in exchange for a cash consideration in the equivalent
fair value, whereas the vesting stock options were cancelled in exchange for deferred share awards at fair value,
which means determining with the number of share awards based on a correlation of the vesting options fair value
at January 5, 2015, with the market price per share (R$9.22) at the close of business as of that same date, which
was the replacement date.
Replacement (exchange) of vesting options with share awards
and outstanding options with cash consideration
Stock Option
Program
2008 Program
2009 Program
2010 Program
2011 Program
2012 Program
2013 Program
2011 Addl.
Prgm.
2012 Addl.
Prgm
2013 Addl.
Prgm
Total
Number of existing Fair Value

stock options as of per option
December 2014
(in R$)
Outstanding options Replaced

Total fair value
(cash
Number of
options
consideration)
(in R$)
Vesting options replaced

Number of
options
Total number of
deferred share
awards
178,412
621,780
7,183,875
6,484,900
7,728,386
9,755,809
4.48
3.72
1.94
3.37
3.45
4.09
173,412
581,780
6,498,875
3,971,275
3,391,618
2,414,578
776,886
2,164,222
12,607,818
13,383,197
11,701,082
9,875,624
2,257,375
4,228,018
7,243,731
825,138
1,582,170
3,213,606
2,113,241
4.90
1,025,300
5,023,970
1,025,280
544,906
1,936,513
4.34
1,919,785
903,694
2,971,880
4.87
2,971,880
1,569,771
18,056,838
55,532,798
19,646,069
8,639,285
38,974,796
Moreover, for purposes of implementing the cancellation of vesting stock options in exchange for deferred share
awards (such as discussed in this sections introductory note and under subsection 13.16), the deferred share
awards replicate the staggered vesting schedule and other features of the vesting options now cancelled.
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ATTACHMENT V
COMPARATIVE TABLE OF PROPOSED AMENDMENTS TO THE BYLAWS
CURRENT BYLAWS
AMENDED BYLAWS
AMENDMENT JUSTIFICATION
BYLAWS OF BM&FBOVESPA S.A.

BOLSA DE VALORES, MERCADORIAS e FUTUROS
BYLAWS OF BM&FBOVESPA S.A.

BOLSA DE VALORES, MERCADORIAS e FUTUROS
TN: Spelling corrections to the Portuguese

language not reproduced herein
CHAPTER I
NAME, HEADQUARTERS, VENUE, PURPOSE AND
DURATION
Article 1. BM&FBOVESPA S.A. BOLSA DE VALORES,

MERCADORIAS E FUTUROS (Company) is a corporation
governed by these Bylaws and by applicable law.
Sole Paragraph. The shares of BM&FBOVESPA S.A. Bolsa
de Valores, Mercadorias e Futuros (BM&FBOVESPA), the
Brazilian Securities, Commodities and Futures Exchange,
have been listed to trade on the Stock Exchange special
listing segment named Novo Mercado. Accordingly, the
Company, the shareholders, the Directors and Officers
and the Fiscal Council members (if the council is active)
are bound by the Novo Mercado Listing Rules (Novo
Mercado Listing Rules)
Sole Paragraph 1. The shares of BM&FBOVESPA S.A.

Bolsa
de
Valores,
Mercadorias
e
Futuros
(BM&FBOVESPA), the Brazilian Securities, Commodities
and Futures Exchange, have been listed to trade on the
Stock Exchange special listing segment named Novo
Mercado. Accordingly, the Company, the shareholders, the
Directors and Officers and the Fiscal Council members (if
the council is active) are bound by the Novo Mercado
Listing Rules (Novo Mercado Listing Rules)
Renumbered paragraph.
Absent provision
Paragraph 2. The Company and its directors, officers and

shareholders shall observe the Issuer Registration and
Securities Listing Rules adopted by the Company, including
Provision added for compliance with

subsection 8.1 of the revised Issuer
Registration and Securities Listing Rules,
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the rules that apply to trading halts, suspensions of trading

and exclusion from trading declared in relation to securities
admitted for trading on organized markets operated by
BM&FBOVESPA.
which came into force on August 18, 2014.
Article 2. The Company has registered office and jurisdiction

in the city of So Paulo, state of So Paulo. Upon a decision
of the Executive Management Board, the Company may
open and close branches, offices or other establishments and
facilities anywhere in Brazil or abroad.
Article 3. The Companys corporate purpose is to conduct or
hold shares in the capital of companies undertaking the
following activities:
I Surveillance of exchange markets for the organization,
development and maintenance of free and open markets for
the trading of all types of securities, titles or contracts that
have as references or are backed to spot or future indexes,
indicators, rates, merchandise, currencies, energies,
transportation, commodities and other assets or rights
directly or indirectly related to them, in terms of cash or
future settlement;
II Maintenance of systems for the trade and auction and
special operations of securities, derivatives, rights and titles
in the organized exchange market or in the over-the-counter
market;
III Rendering of registration, clearing and physical and
financial settlement services, through an internal body or a
company specially incorporated for this purpose, as main
and guarantor counterparty for the final clearance or not,
according to the law in effect and Companys regulations:
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(a) of the transactions carried out and/or registered in any of

the systems listed in items I and II above; or
(b) of the transactions carried out and/or registered with
other exchanges, markets or trading systems,
IV Rendering of services of centralized depositary and
fungible and non-fungible custody of commodities, securities
and any other physical and financial assets;
V Rendering of customization, classification, analysis,
quotation, preparation of statistics, training of personnel,
preparation of studies, publications, information, library and
software development services related to the Companys
interests and the participants of the markets under the
Companys direct or indirect surveillance and its interests;
VI Rendering of technical, administrative, and
management support for market development, as well as
undertaking of educational, promotional and publishing
activities related to its corporate purpose and to the markets
which are under the Companys surveillance;
VII Undertaking of other similar or related activities
expressly authorized by the Securities Commission; and
VIII Holding shares in the capital of other companies or
associations, headquartered in Brazil or abroad, whether as a
partner, shareholder or associate, under the regulations in
effect.
Sole Paragraph. Within the powers that are conferred to it by
Law 6,385/1976 and by the regulations in effect, the
Company must:
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(a) issue regulations relating to the granting of Access

Permits to different trading, registration and settlement
systems under the Companys surveillance or by
companies that are controlled by it (Access Permits),
establishing the terms, conditions and procedures for the
granting of such authorizations (Access Regulation);
(b) establish rules safekeeping equitable commercial and
trading principles and high ethical standards for people
who act in the markets under the direct or indirect
surveillance of the Company, as well as to regulate the
transactions and decide operating questions involving
the holders of Access Permits to the same markets;
(c) regulate the activities of the holders of Access Permits in
the systems and markets under the Companys
surveillance;
(d) establish mechanisms and rules to mitigate the risk of
default of obligations by the holders of Access Permits, as
to the transactions undertaken and/or registered in any of
the Companys trading, registration and clearing
systems;
(e) monitor the transactions traded and/or registered in any
of the Companys trade, registration, clearing and
settlement systems, as well as all of those regulated by it;
(f) monitor the activities of the holders of Access Permits, as
participants and/or intermediaries to the transactions
undertaken and/or registered in any of the trade,
registration and clearing systems under the surveillance
of the Company, as well as all those regulated by it; and
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(g) impose penalties to those who violate legal, regulatory

and operating rules, under the surveillance of the
Company.
Article 4. The Company has an unlimited duration.
CHAPTER II
CAPITAL STOCK, SHARES AND SHAREHOLDERS
Article 5. The capital stock of the Company amounts to

R$2,540,239,563.88, representing 1,900,000,000 common
registered shares, fully paid-in and with no par value. The
Company shall not be permitted to issue preferred shares or
participation certificates.
Article 5. The capital stock of the Company amounts to

R$2,540,239,563.88, representing 1,815,000,0001,980,000,000
common registered shares, fully paid-in and with no par
value. The Company shall not be permitted to issue
preferred shares or participation certificates.
Amendment in line with the decision of

the Board of Directors at a meeting held on
February 10, 2015, which authorized the
cancellation of 85,000,000 treasury shares
resulting from repurchases implemented
over time (with no change to the capital
stock amount) within the scope of share
buyback programs adopted by the
Company.
Article 6. All of the shares issued by the Company are bookentry and deposited with a financial institution authorized
by the Brazilian Securities Commission (Comisso de Valores
Mobilirios), or CVM, in the name of their holders.
Sole paragraph. The cost of the transfer and registration, as
well as the cost of the service related to book-entry shares
can be charged directly to the shareholder by the transfer
agent, as may come to be defined in the book-entry share
contract.
Article 7. Each common share entitles the holder to one vote
in decisions taken in Annual or Extraordinary Shareholders
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Meetings, provided that, due regard given to the provision

under item (d) of paragraph 5 of Article 70, no shareholder or
Shareholder Group (as defined under Article 73) shall be
entitled to vote shares in excess of 7% of the total number of
shares issued by the Company.
Paragraph 1. For purposes of the voting cap established in
the main provision, and without prejudice to the provision
under paragraph 2 of this Article, where two or more
shareholders agree a voting or other agreement for concerted
exercise of voting rights, each of the signatory parties thereto
shall be deemed to constitute, and vote, as a Shareholder
Group, subject therefore to the voting cap established under
the main provision of this Article.
Paragraph 2. The shareholders shall not permitted to agree
preconcerted voting arrangements (whether or not under a
shareholders agreement filed with the Company) whereby
the resulting voting pool exceeds the individual voting cap
set forth in the main provision of this Article.
Paragraph 3. In a shareholders meeting, the chair shall be
responsible for enforcing the provisions of this Article, and
for declaring the number of votes each shareholder or
Shareholder Group is entitled to cast when polled.
Paragraph 4. Any vote in excess of the voting cap established
in this Article shall be disregarded.
Article 8. Pursuant to a decision of the Board of Directors,
the Company is authorized to increase the shares of capital
stock up to a limit of two billion five hundred million
(2,500,000,000) common shares, irrespective of amending
these bylaws.
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Paragraph 1. In the event contemplated under the main

provision of this Article, the Board of Directors shall
determine the issue price and number of shares in the issue,
as well as the payment date and payment terms.
Paragraph 2. Provided it shall do so within the limit of the
authorized share capital, the Board of Directors may also: (i)
decide on the issuance of warrants; (ii) pursuant to a plan
approved at a Shareholders Meeting, grant stock options to
management members and employees of the Company or
any subsidiary, and to natural persons providing services to
any of the latter two, whereas limiting or suspending the
preemptive rights of shareholders; and (iii) increasing the
capital by approving the capitalization of profits or reserves,
whether or not by issuing bonus shares.
Article 9. In the event a shareholder defaults on paying the
issue price for shares it has subscribed, the debt will have to
be paid as accruing default interest at a rate of 1% per month,
plus adjustment for inflation calculated (in the shortest
legally permissible time interval) pursuant to the General
Market Price Index (IGP-M), and a 10% fine over the unpaid
principal, without prejudice to other applicable legal remedies.
Article 10. Every shareholder or Shareholder Group is
required to disclose by notice to the Company (which must
include the information required under Article 12 of CVM
Ruling No. 358/2002) any share purchases which in the
aggregate result in ownership interest in excess of 5% of the
shares of capital stock. Thereafter, a similar disclosure
requirement applies to subsequent purchases of additional
lots of shares in the aggregate representing over 2.5% of the
shares of capital stock (or any multiple thereof).
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Paragraph 1. If the aforementioned share acquisitions are

aimed to bring about, or do lead to, a change of control or a
change in the Companys management structure, or
otherwise trigger a tender offer requirement (per CHAPTER
VIII and applicable law and regulations), the acquiring
shareholder or Shareholder Group shall also be required to
release and disclose such information to the market
(including the information required under Article 12 of CVM
Ruling No. 358/2002) by means of publishing announcements
in the same widely-circulated newspapers customarily used
by the Company for its own publications.
Paragraph 2. The obligations foreseen in this Article shall
likewise apply to holders of securities convertible into shares,
warrants and purchase options convertible, exercisable or
exchangeable for shares representing the same levels of
ownership interest as set forth above.
Paragraph 3. The shareholders or Shareholder Groups shall
also be required to disclose (per the main provision of this
Article) any share sale or divestment by which their holdings
in shares and other Company securities set forth above are
reduced by 5% of the total number shares of stock.
Paragraph 4. Any violation of the provisions of this Article
shall be subject to the penalties set forth under Article 16,
item (i), and Article 18 of these Bylaws.
Paragraph 5. The Investor Relations Officer shall be required
to send (as soon as practicable) copies of such notices to the
CVM and the stock exchanges on which Company securities
are listed to trade.
Article 11. The issuance of new shares, debentures
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convertible into shares or warrants placed by sale on a stock

exchange, public subscription or share swap in tender offers
for the acquisition of control under Articles 257 through 263
of Brazilian Corporate Law*, or, also, under a special tax
incentive law, can take place without the shareholders being
given a preemptive right in the subscription or with a
reduction in the minimum period provided for in law to
exercise it.
CHAPTER III
SHAREHOLDERS MEETING
Article 12. The shareholders shall meet ordinarily within the

first four months after the year closes to decide on the
matters set forth under Article 132 of Brazilian Corporate
Law*, and, extraordinarily, whenever the interests of the
Company so require.
Paragraph 1. The Shareholders Meeting has the authority to
decide on all acts related to the Company, as well as to
decide in the best interests of the Company.
Paragraph 2. The Annual Shareholders Meeting and the
Extraordinary Shareholders Meeting can be called
cumulatively and held at the same place, date and time, and
recorded in a single set of minutes.
Paragraph 3. A Shareholders Meeting shall be called by the
Board of Directors on the decision of the majority of its
members or, also, in the cases provided for in these Bylaws
and in the sole paragraph of Article 123 of Brazilian
Corporate Law*.
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Paragraph 4. The documents pertinent to the matter to be

decided on at the Shareholders Meetings must be made
available to the shareholders, at the headquarters of the
Company, on the date of the publication of the first call
notice, except in those cases in which the law or a regulation
in effect requires that they be made available for a longer
period.
Paragraph 5. The Shareholders Meeting shall be held, on the
first call, with the presence of shareholders representing at
least 25% of the capital stock, except when the law requires a
higher quorum; and, on the second call, with any number of
shareholders.
Paragraph 6. A quorum to convene the extraordinary
shareholders meeting on first call for the purpose of
amending these Bylaws shall require attendance by holders
of record representing at least two-thirds of the issued and
outstanding shares of capital stock, provided the meeting
may convene on second call with any number of attending
shareholders.
Paragraph 7. Shareholders Meetings shall be presided over
by the Chair of the Board of Directors or by a person
appointed by the Chair. In the absence of the Chair, a
Shareholders Meeting shall be presided over by the Vice
Chair or an appointee. The chair of the Shareholders
Meeting shall appoint one of the attendees to act as secretary.
Paragraph 8. It shall be the exclusive responsibility of the
Chair of the Meeting, subject to the rules established in these
Bylaws, to make any decision regarding the number of votes
of each shareholder, which decision may be appealed to the
Shareholders Meeting itself, in which decision the interested
party shall not vote.
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Article 13. Before a shareholders meeting convenes, the

attending shareholders shall be required to sign the
Shareholders Attendance List in the proper register,
identifying themselves by name, place of residence and
number of shares of record.
Paragraph 1. The Chair of the Meeting shall close the
Shareholders Attendance List promptly upon convening the
shareholders meeting.
Paragraph 2. Tardy shareholders appearing after the closing
of the Shareholders Attendance List shall be allowed to
participate in the meetings but shall not be entitled to vote
the shares on any matter.
Article 14. The Company must begin the registration of the
shareholders to take part in the Shareholders Meeting at
least forty-eight (48) hours in advance, it being the
responsibility of the shareholder to present: (i) certificate
issued by the transfer institution for the book-entry shares
owned, in accordance of terms and conditions of Article 126
of Brazilian Corporate Law*. This proof shall be dated no
later five days before the date of the Shareholders Meeting.
The Company, at its discretion, may dispense the
presentation of this proof; and (ii) a proxy statement and/or
documents that evidence the powers of legal representation
of the shareholder.
The shareholder or its legal
representatives shall present the Shareholders Meeting
documents that prove his or her identity.
Article 15. Unless otherwise provided by law, and giving
due regard to the provisions of Article 7 and of paragraph 2
of Article 63 of these Bylaws, at Shareholders Meetings
decisions shall pass by the affirmative vote of holders of
record of a majority of the shares represented at the meeting,
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not computing abstentions.

Paragraph 1. Decisions taken in a shareholders meeting to
amend or eliminate any of the provisions set forth under
Article 69, in particular where the effects thereof curtail
shareholder rights under a tender offer requirement, shall
strictly adhere to the voting cap set forth in Article 7 of these
Bylaws.
Paragraph 2. A Shareholders Meeting shall deliberate and
decide only on matters included in the order of business,
such as announced in the related call notice, with no openended discussions.
Paragraph 3. The minutes of Shareholders Meetings shall be
prepared based business transacted and action taken at the
meetings, certified by the proper officers and signed by the
attending shareholders
Article 16. It shall be incumbent on shareholders convening
in a Shareholders Meeting, among other actions prescribed
by law and these Bylaws, to decide on the matters set forth
below:
(a) Review and judge the management report and financial
statements;
(b) Determine the allocation of net income for the year and
approve dividend distributions based on the
management proposal;
(c) Elect and remove the Directors and the members of the
Fiscal Council, if active;
(d) Set the aggregate compensation of the members of the
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Board of Directors and the Executive Management

Board, as well as the compensation of fiscal council
members, if elected, having regard for the provisions of
Article 17;
(e) Approve stock option or stock award plans of any type
concerning options attributable to officers, employees
and service providers of the subsidiaries;
(f) Approve profit sharing programs for management

members giving regard to applicable legal limits, and
employee profit sharing plans, in accordance with the
human resources policy of the Company;
(g) Approve proposals for the Company to delist from the
Novo Mercado listing segment or a going private process
ultimately resulting in cancellation of the registration as
a public company;
(h) Based on a list of selected firms provided by the Board of
Directors, appoint a specialized firm to determine the
economic value of the Company shares and prepare the
valuation report, in the event of a going private process
for cancellation of the registration as a public company,
or of delisting from the Novo Mercado, as contemplated
under CHAPTER VIII hereof;
(i) Suspend the rights of a shareholder, as provided under
Article 120 of Brazilian Corporate Law* and Article 18 of
these Bylaws;
(j) Approve acquisitions of ownership interest in other
companies and/or associations or joint ventures or
consortia, where the value of any such interest is in
excess of three times the Reference Amount;
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(k) Approve any disposition of a material portion of the

Company assets or its trademarks; and
(l) Approve transactions such as a merger with another
company, a share-for-share merger, or a consolidation or
spin-off transaction, or a transformation of corporate
type, or the dissolution of the Company, for this purpose
giving regard to any legally prescribed quorum to
resolve, except where the CVM may have authorized a
lower quorum, such as foreseen under paragraph 2 of
article 136 of Brazilian Corporate Law*.
Article 17. The Shareholders Meeting shall set the aggregate
compensation of the members of the Board of Directors and
Executive Management Board, and shall allocate the portion
attributable to each body.
Paragraph 1. Due regard given to the compensation
allocation established by the Shareholders Meeting, as
provided in the main provision of this Article, the Board of
Directors shall set the compensation of the Chief Executive
Officer, and the latter shall determine the individual
compensation of each Executive Officer.
Paragraph 2. The Directors and Executive Officers shall only
be entitled to profit sharing payments relative to years in
which profits are sufficient to ensure the shareholders are
paid the mandatory dividend established under Article 202
of Brazilian Corporate Law*.
Article 18. Shareholders convening in a shareholders
meeting shall be entitled to approve a suspension of the
rights, including voting rights, of any shareholder or
Shareholder Group for noncompliance with any legal or
regulatory provision or the provision of these Bylaws.
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Paragraph 1. In the event contemplated in this Article,

shareholders individually or jointly representing at least 5%
of the outstanding shares shall be entitled to call a
shareholders meeting to decide on suspending the rights of
a noncompliant shareholder if, having given reasoned notice
requesting the Board of Directors to do so, the latter were to
let eight days elapse without calling the meeting. The notice
to the Board of Directors shall identify the event of
noncompliance and the noncompliant shareholder or
Shareholder Group.
Paragraph 2. Any Shareholders Meeting that decides for
suspending the rights of a shareholder or Shareholder Group
shall be responsible, among other things, for deciding on the
extent and period of suspension, provided, however, no such
action may suspend a shareholders legally prescribed rights
to monitor corporate management and request information
from management.
Paragraph 3. The suspension of rights shall cease as soon as
the shareholder resumes compliance and fulfills the
obligation.
Article 19. Where a shareholder has or represents interests
that conflict with the interest of the Company in any matter
submitted for consideration at a shareholders meeting, such
shareholder shall be required to abstain from interfering in
the deliberations and voting the relevant motion. Under
article 115 of Brazilian Corporate Law*, a shareholder that
interferes in, or votes on any matter in which he or she or it
has or represents conflicting interest, shall be deemed to be
acting in abuse of voting power.
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CHAPTER IV
MANAGEMENT
Section I General Provisions for the Management Bodies

Article 20. The management of the Company is comprised
by the Board of Directors and the Executive Management
Board.
Sole paragraph. The roles of Board Chair and Chief
Executive Officer are separate, and no person may
accumulate the two functions.
Article 21. The members of the Board of Directors and of the
Executive Management Board shall take office by signing the
deed of investiture in the proper Company register within no
more than 30 days after their appointment date, at which
time they must also sign the Statement of Consent from
Directors and Officers required under the Novo Mercado
Listing Rules. The directors and officers must remain in
office until their successors are appointed and take office.
Sole paragraph. The directors and officers of the Company
shall also be required to adhere to the Disclosures and
Securities Trading Policy Manual by signing the relevant
deed of adherence.
Section II Board of Directors
Subsection I Composition
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Article 22. The Board of Directors shall comprise at least

seven and at most 11 members, elected by the Shareholders
Meeting for unified two-year terms, removal and reelection
being permitted.
Paragraph 1. The Directors shall not hold positions in the
Executive Management Boards of either the Company or its
subsidiaries.
Paragraph 2. The Board of Directors shall adopt an Internal
Regulation establishing its own operating guidelines, rules
on the rights and responsibilities of the Directors and the
relationships with the Executive Management Board and
with other corporate bodies.
Paragraph 3. With regard to the voting process for election of
Directors, it shall be incumbent on the Chair of the
Shareholders Meeting to determine the voting system by
which the shareholders will be polled, while having due
regard for the provisions of Articles 23 and 24 of these
Bylaws.
Paragraph 4. Unless upon a waiver pronounced at a
Shareholders Meeting, the eligibility requirements for
candidate directors shall include those that are set forth
below, in addition to the requirements set forth under
applicable Law and regulations.
(a) being over 25 years old;
(b) having an upstanding reputation and proficient (b) having an upstanding reputation and proficient
knowledge of the functioning of the markets operated by
knowledge of the functioning of the markets operated by
the Company and/or its subsidiaries;
the Company and/or its subsidiaries, as well as other
areas of knowledge required under the Internal Rules of
In line with the better recommended

corporate governance standards and with
the objective of ensuring continuous
improvement of the quality of the Board
membership, this amendment is meant to
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the Board of Directors;
leave some leeway for adoption of

additional
requirements
concerning
specific competencies and background
experience the directors should have.
(c) not having a spouse, domestic partner or relative to the (c) not having a spouse, domestic partner or relative to the
second degree serving as director or officer of, or
second degree serving as director or officer of, or
employed with, the Company or any of its subsidiaries;
employed with, the Company or any of its subsidiaries;
and
and
Minor wording adjustment
(d) not holding a position in any company deemed to be a (d) not holding a position in any company deemed to be a
competitor of the Company or its subsidiaries, and
competitor of the Company or its subsidiaries, and
neither having, nor representing any party that has, a
neither having, nor representing any party that has, a
conflict of interest with the Company or its subsidiaries.
conflict of interest with the Company or its subsidiaries.
A conflict of interest is presumed to exist relative to any
A conflict of interest is presumed to exist relative to any
person that, cumulatively: (i) has been elected by a
person that, cumulatively: (i) has been elected by a
shareholder that has also elected a director in a
shareholder that has also elected a director in a
competitor company; and (ii) has ties arising from a
competitor company; and (ii) has ties arising from a
subordinate relationship with the shareholder voting
subordinate relationship with the shareholder voting
for his or her election.
for his or her election.; and
Minor wording adjustment
Absent provision
Ensuring directors are appropriately

willing to dedicate time and efforts to the
Company, regardless of other positions
they may hold.
(e) having actual disposition to dedicate time and effort as

member of the Board of Directors, regardless of other
positions the candidate may hold in other entities,
whether as director and/or executive.
Paragraph 5. For the purposes of item (d) of the above

paragraph 4 of this Article 22, a Director shall be deemed to
have been elected by: (i) the shareholder of Shareholder
Group whose individual votes were sufficient to elect a
Director; or (ii) the shareholder or Shareholder Group whose
individual votes were sufficient to elect a Director in a
cumulative voting process (or would have been sufficient
based on the total of attendee shareholders, had the
cumulative voting system been adopted); or (iii) the
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shareholder or Shareholder Group whose individual votes

were sufficient to meet the percentage thresholds required
under paragraph 4 of Article 141 of Brazilian Corporate
Law*, which allow for the election of Directors in a separate
voting process.
Paragraph 6. A majority of the Directors of the Company
shall be Independent Directors, herein defined as persons
that meet the following requirements:
(a) all of the independence standards established in the Novo
Mercado Listing Rules and in CVM Ruling No. 461/07,
cumulatively; and
(b) not holding, and not having ties with any shareholder (b) not holding, and not having ties with any shareholder
that holds, whether directly or indirectly, ownership
that holds, directly or indirectly, ownership interest in
interest in 5% or more of the issued and outstanding
57% or more of the issued and outstanding shares of
shares of stock, or voting stock of the Company.
stock, or voting stock of the Company.
Amendment aimed to increase the

ownership
limit
that
defines
independent director, for consistency
with the percentage under Article 7 of
the Bylaws, which sets the voting cap at
7% of the total number of shares of
capital stock.
Paragraph 7. Directors elected pursuant to paragraphs 4 and

5 of article 141 of Brazilian Corporate Law* shall also be
deemed to serve in the capacity of Independent Directors,
regardless of whether they meet the independence standards
established in this Article.
Paragraph 8. In addition to the requirements set forth in the
preceding paragraphs, the members of the Board of Directors
shall at no time include more than one Director having ties
with a holder of permit for access to the Companys markets,
or having ties with the same entity, conglomerate or
economic group.
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Paragraph 9. For the purposes of this Article, having ties

with a party is defined as:
(a) an employment relationship, or one arising from any
agreement for provision of professional services on a
continuing basis or from participation in any
management or advisory or deliberative body or fiscal
council of an entity;
(b) any direct or indirect ownership interest in excess of 10%
of the issued and outstanding shares of stock or voting
stock of the Company; or
(c) a relationship established through a spouse, domestic
partner or relative to the second degree.
Paragraph 10. Any Director that ceases to meet the eligibility
requirements established in this Article, due to a
supervening event or circumstance unknown at the time of
the election, shall be replaced promptly upon disclosure of
such event or circumstance.
Subsection II Election
Article 23. Without prejudice to the provision of Article 24, a
slate system shall be adopted in elections of the members of
the Board of Directors.
Paragraph 1. In the election provided for in this Article 23,
only the following slates of candidates may run: (i) those
nominated by the Board of Directors, as advised by the
Nominations and Corporate Governance Committee; or (ii)
those that are appointed by any shareholder or group of
shareholders in the manner provided for in paragraph 3 of
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this Article.
Paragraph 2. The Board of Directors, as advised by the
Nominations and Corporate Governance Committee shall,
on the date the Shareholders Meeting that is to elect the
members of the Board of Directors is called, make available
at the Companys headquarters any statement signed by each
of the members of the slate of candidates appointed,
containing: (i) his or her complete identification information;
(ii) a complete description of his or her professional
experience,
including
previous
work
experience
qualifications and academic qualifications; and (iii)
information regarding disciplinary or judicial proceedings in
which a judgment of guilty has been entered under a final
and unappealable decision issued, in addition to information
on instances of disqualification or inability to serve or
conflict of interest with the Company, if any, such as
prescribed under Article 147, paragraph 3, of Brazilian
Corporate Law*.
Paragraph 3. Where a shareholder or group of shareholders
wishes to propose a different slate of candidate nominations
to the Board of Directors, it shall forward to the Board of
Directors at least five days before the date of the
Shareholders Meeting, statements signed individually by the
candidates they nominate, containing the information
required in the preceding paragraph. The Board of Directors,
as advised by the Nominations and Corporate Governance
Committee shall promptly post notice in the Companys
Internet site advising shareholders that the documents
concerning other slates and related information are available
at the registered office, and shall forward the same
information via computer to the CVM and BM&FBOVESPA..
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Paragraph 4. Candidates nominated by the Board of

Directors or any shareholder to serve as independent
directors shall be identified as such, due regard being given
to the eligibility requirements set forth in Paragraphs 6 and 7
of Article 22 of these Bylaws..
Paragraph 5. A single person may be nominated in two or
more slates, including the one proposed by the Board of
Directors.
Paragraph 6. Any shareholder shall vote for just one slate,
and the votes shall be computed in compliance with the
limitations provided for in Article 7. The candidates
nominated in the slate that receives the highest number of
votes shall be declared elected.
Paragraph 7. Where the candidates are nominated
individually, the voting system shall dispense with the slate
system and votes shall be cast relative to each individual
candidate.
Article 24. In elections of the members of the Board of
Directors, shareholders individually or jointly representing
interest in at least 5% of the outstanding shares are entitled to
request adoption of cumulative voting system, provided they
so request at least 48 hours prior to the Shareholders
Meeting.
Paragraph 1. Promptly upon receiving the request, the
Company shall release notice thereof in the Companys
Internet site advising shareholders that the election will take
place in a cumulative voting process, and shall forward the
same information, via computer, to the CVM and
BM&FBOVESPA.
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Paragraph 2. On convening the meeting, the presiding

officers shall determine the number of eligible votes
attributable to each shareholder or Shareholder Group, based
on the signatures affixed to the Shareholders Attendance
List and number of shares of record, provided that for
purposes of the voting cap established in Article 7 of these
Bylaws, the number of board seats to be filled in the election
shall be multiplied by the number of eligible votes, meaning
votes not exceeding the cap threshold of 7% of the
outstanding shares.
Paragraph 3. Where the election of Directors adopts a
cumulative voting process, the slate system shall be
dispensed with and votes shall be cast individually on the
candidates nominated in slates presented by the Board and
shareholders according to Article 23, provided each
candidate shall have signed and presented to the meeting a
statement containing the information required under
paragraph 2 of Article 23 of these Bylaws..
Paragraph 4. Any shareholder or Shareholder Group shall be
entitled to allot all of its votes to a single candidate or spread
out the votes among several. Candidates that receive the
highest number of votes shall be declared elected.
Paragraph 5. Where a tie is determined to have occurred for
any given board seat, an additional voting round shall take
place after the number of eligible votes attributable to each
shareholder or Shareholder Group.
Paragraph 6. Where the election of Directors is carried out in
a cumulative voting process, the removal of one shall result
in removal of all the Directors for a new election process to
take place. Otherwise, where a board seat becomes vacant,
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elections shall be held to elect the entire Board of Directors in

the next shareholders meeting taking place after the event. .
Paragraph 7. Where the Company is under control of any
individual controlling shareholder or Shareholder Group,
(pursuant to Article 116 of Brazilian Corporate Law*), at
elections of the members of the Board of Directors
shareholders representing 10% of the outstanding shares of
shall be entitled to request adoption of a separate voting
system (plumping) for the election, as permitted under
paragraphs 4 and 5 of Article 141 of Brazilian Corporate
Law*. In this event the provisions of Article 23 of these
Bylaws shall not apply.
Article 25. The Board of Directors shall appoint the
Chairman and Vice Chairman from among its members. The
appointment shall take place in the first meeting held after
the Directors take office or in the first meeting after the
vacancy of these positions.
Subsection III Meetings and Substitutions
Article 26. The members of the Board of Directors shall hold
ordinary meetings at least every two months, according to a
meeting calendar which the Chairman of the Board will
release to the directors on the first month of each year, and
will hold extraordinary meetings as often as may be
necessary, upon being summoned as prescribed under
paragraph 1 of this Article or two-thirds of its members.
Paragraph 1. The Chairman or the Vice Chairman, if the
former is absent, shall issue call notices of meetings of the
Board of Directors.
Paragraph 2. The call notice for the meetings of the Board of
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Directors shall be in writing, by letter, telegram, fax, e-mail

or other manner which allows proof of receipt of the called
notice by the addressee, and must contain, in addition to the
place, date and time of the meeting, and the agenda.
Paragraph 3. The meetings of the Board of Directors shall be
convened with, at least, three days notice. Regardless of the
formalities for convening a meeting, the meeting shall be
considered regular when all of the members of the Board of
Directors attend.
Paragraph 4. The Directors may take part in the meetings of
the Board of Directors by conference call, videoconference or
by any other means of communication that allows the
identification of the Director and the simultaneous
communication with all of the other people present at the
meeting. In this case, the Directors shall be considered
present at the meeting and must sign the respective minutes.
Paragraph 5. No member of the Board of Directors may have
access to information, take part in decisions and discussions
of the Board of Directors or any other management bodies,
exercise the right to vote or, in any way intervene in the
matters in which he or she, directly or indirectly, has a
conflict of interests with those of the Company, under the
terms of the law.
Paragraph 6. The quorum for the instatement of the meetings
of the Board of Directors, on first call, shall be the absolute
majority of its members. On second call, which shall be the
object of a new communication to the Directors in the
manner described in paragraph 1 of this Article, sent
immediately after the date set for the first call, the meeting
shall be instated with any number of Directors present.
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Paragraph 7. Except otherwise provided for in these Bylaws,

the decisions of the Board of Directors shall be taken by
majority vote of the members present at the meetings. The
Chairman of the Board of Directors shall cast the deciding
vote in case of tie.
Paragraph 8. The Chief Executive Officer, or his or her
substitute, shall take part in the meetings of the Board of
Directors, but shall withdraw on request of the directors.
Article 27. Except otherwise provided for in paragraph 6 of
Article 24 and observing the sole paragraph of this Article, if
there is a vacancy occurring in the membership of the Board
of Directors, the replacement shall be appointed by the other
Directors based on a recommendation of the Nominations
and Corporate Governance Committee to serve until the next
Shareholders Meeting, when a new Director must be elected
to complete the term of office of the replaced Director. Where
there is a vacancy of the majority of positions of the Board of
Directors, a Shareholders Meeting must be convened, within
a maximum of 15 days from the event, to elect the alternates,
who must complete the terms of office of those being
replaced.
Sole paragraph. In the event of vacancy in the position of
Board Chairman, the Vice Chairman shall fill in the position
until such time as a new Chairman is elected.
Article 28.
In cases of absence or temporary inability,
the absent or temporarily impeded Director may be
represented in the meetings of the Board of Directors by
another Director appointed in writing, who, in addition to
having his or her own vote, shall present the vote of the
absent or temporarily impeded Director.
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Paragraph 1. If the Director to be represented is an

Independent Director, the Director who represents him or
her must also fall within the classification of Independent
Director.
Paragraph 2. In the event of absence or temporary inability of
the Chairman of the Board, his or her functions shall be
provisionally filled in by the Vice Chairman or another
director appointed by the Vice Chairman.
Paragraph 3. In the event of absence or temporary inability of
the Vice Chairman, the Chairman shall appoint a
replacement from among the other Directors.
Subsection IV Responsibilities
Article 29. The responsibilities of the Board of Directors
include the following:
(a) determining the general business guidelines of the
Company and its subsidiaries; including the approval
the annual budget and budget revisions of the Company
and its subsidiaries; and setting strategic plans and
targets for future periods, overseeing execution;
(b) electing and removing the Executive Officers of the (b) electing and removing the Executive Officers, assessing
Company and approving the Executive Management
their performance, establishing a succession plan in
Internal Regulation, whereas giving regard to the
relation to them, and approving the Executive
provisions of these Bylaws;
Management Internal Rules having regard to the
relevant provisions of these Bylaws;
Amendment proposed to expressly

provide the responsibilities of the Board of
Directors
include
assessing
the
performance of the Executive Officers and
having in place a succession plan for them.
(c) overseeing management of the Officers; examining the

books and records of the Company at any time,
requesting information on previous or impending
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transactions and any other management acts;

(d) deciding on
Meetings;
the
convening
of
the
Shareholders
(e) submitting the Management Report and accounts, and

the annual financial statements to the Shareholders
Meeting, along with its recommendations;
(f) presenting to the Shareholders Meeting the proposal on
allocation of the net income for the year;
(g) granting prior authorization for the execution of
agreements of any kind, as well as settlements or waivers
of rights, which in any event imply liabilities for the
Company at amounts in excess of the Reference Amount,
as defined in the sole paragraph of this Article, to the
extent they have not been contemplated in the annual
budget, except however for the agreements set forth in
item (e) of Article 38 of these Bylaws;
(h) granting prior authorization for investments of a single
nature not contemplated in the annual budget and
whose aggregate amount exceeds the Reference Amount;
(i) granting prior authorization for any loan, financing,
bond issuance, or cancellation of simple, non-convertible
debentures not secured by collateral, or for the giving of
collateral or personal guarantees by the Company on
behalf of its subsidiaries, where the amount involved is
in excess of the Reference Amount and the transaction
has not been contemplated in the annual budget;
(j) authorizing the Executive Management Board to acquire,
or dispose of, or give collateral or create liens of any kind
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on permanent assets of the Company, where the amount

involved implies liability in excess of the Reference
Amount and the transaction has not been contemplated
in the annual budget;
(k) granting prior authorization for the Company or a
subsidiary to enter into partnership or shareholders
agreements involving the Company or its subsidiaries;
(l) deciding on the voting instructions where the Company
is to attend shareholders meetings of companies in
which it holds ownership interest, and granting prior
consent for approval of amendments to the articles of
association or bylaws of any investees, where the interest
value is in excess of the Reference Amount, due regard
being given to the provision under item 0 of Article 16;
(m) appointing the Executive Officers of the subsidiaries,
provided that, unless otherwise decided by 75% of the
Directors, the appointment of the lead executives will
coincide with that of the Chief Executive Officer;
(n) deciding on proposals for the Company to repurchases
of its own shares whether for the shares to be kept as
treasury stock or for cancellation or subsequent reissue;
(o) having due regard for the corporate purposes stated in
Article 3, deciding on acquisitions of ownership interest
in other companies, and membership in philanthropic
associations and organizations, where the amount
involved is in excess of the Reference Amount and
except for interest acquired within the scope of the
Companys policy on financial investments;
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(p) granting authorization, regardless of the amount

involved, for the Company to guarantee third-party
obligations under transactions unrelated to the Company
business or not arising from its operations, in particular
in connection with its role as central counterparty
clearing (and whether involving the Company or a
subsidiary);
(q) defining the three nominations list of selected specialized
firms, proposed for a valuation of the Company shares
and preparation of the valuation report, in the event a
tender offer is to be conducted in a going private process
(and cancellation of the public company registration) or
for the Company to delist from the Novo Mercado, as
provided in paragraph 2 of Article 63 of these Bylaws;
(r) approving the hiring of a registrar to provide securities
bookkeeping services;
(s) deciding on distributions (for payment or crediting to
shareholders) of interest on shareholders equity,
pursuant to applicable legislation;
(t) appointing and removing the independent auditors,
while giving regard to item (a) of Article 47,
(u) appointing the members of standing Advisory
Committees from among the Directors, and the members
of other committees or temporary working groups
established by the Board of Directors; and
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(v) within fifteen (15) days after the announcement of any

tender offer initiated for shares issued by the Company,
expressing its support of, or opposition to, the offer in a
reasoned opinion to be released to the market, which
must advise the shareholders at least with regard to (i)
the timing and convenience of the bid vis--vis the
shareholders interests and the liquidity of their shares;
(ii) the impact of the offer on the business interests of
the Company; (iii) the bidders strategic plans for the
Company, as released; and (iv) any other points of
consideration the Board may deem relevant, in addition
to providing the information required under applicable
CVM rules.
Sole paragraph. For purposes of these Bylaws, the Reference
Amount shall equal 1% of the net equity value of the
Company, as determined at the end of the immediately
preceding year.
Article 30. The Board of Directors shall also have powers to:
(a) approve the Market Access Regulations, as well as rules
governing admission, suspension and exclusion of Access
Permit holders, in addition other regulatory rules,
operating rules or clearing/settlement rules designed to
regulate and define transactions in debt or equity
securities, bonds and derivatives contracts admitted for
trading and/or registration, as carried out in any of the
trading, registration, clearing and settlement systems
operated by the Company and its subsidiaries;
(b) approve rules related to issuer registration and listing,
admission for trading, suspension and delisting of debt
or equity securities, bonds and derivatives contracts, as
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applicable;
(c) approve the operating rules and regulations applicable (c) approve the operating rules and regulations applicable
within the scope of any clearing house and the
within the scope of any clearing house operated by the
registration systems, and clearing and settlement systems
Company and their clearing, settlement and registration
operated by the Company and its subsidiaries;
systemsand the registration systems, and clearing and
settlement systems operated by the Company and its
subsidiaries;
Wording adjustment for consistency with

the rules issued by the Company.
(d) approve the Code of Ethics applicable to Participants

with access to markets operated by the Company, which
code will provide rules of ethical conduct necessary to
ensure proper market functioning and high standards of
business conduct , in addition to approving rules to
regulate the operation and composition of the Ethics
Committee, and electing the Committee members;
(e) establish the penalties that may apply to breaches of the
rules approved by the Board of Directors;
(f) decide on the granting of the Access Permits, this
decision being subject, within thirty (30) days, to a
request for review to the Shareholders Meeting, which
must provide a definitive decision on the subject,
observing the provisions in the law in effect;
(g) decide concerning the suspension and the cancellation of
the Access Permits, as well as to analyze the cases where
there is a change in the control and recommendations of
new administrators of companies that are holders of
Access Permits;
(h) order the
full or partial recess of the markets
administered by the Company and by its subsidiaries,
where a gross emergency situation has been recognized
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that may affect the normal functioning of market

activities, immediately communicating the decision, duly
founded, to the CVM;
(i) approve the annual report on operational risk controls
and the business continuity plan of the Company and of
its subsidiaries;
(j) decide concerning the creation, allocation and
maintenance of funds and the other safeguarding
mechanisms, for the operations performed in the systems
and markets administered by the Company and its
subsidiaries, regulating the situations and procedures for
their use.
Sole paragraph. The Board of Directors may delegate to the
Executive Management Board of the Company the setting of
technical, financial and operating criteria that complement
the rules and regulations stated in items (a), (b) and (c) of this
Article.
Section II Executive Management Board
Article 31. The Executive Management Board is the body
that represents the Company, having the power to perform
all acts of the management of corporate business. The
Officers have the power to: (i) observe and enforce the terms
and conditions of these Bylaws, the decisions of the Board of
Directors and of the Shareholders Meeting; (ii) perform,
within its powers, all of the acts necessary for the ordinary
operation of the Company and consecution of the corporate
purpose, and (iii) coordinate the activities of the Companys
subsidiaries.
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Article 32. The Executive Management Board shall be

comprised of five up to nine Officers, one being the Chief
Executive Officer and eight Executive Officers. All of the
Officers are elected and removable by the Board of Directors,
with a term of office of two years, with reelection to
consecutive terms of office being permitted.
Absent provision
Paragraph 1.
At the time of the annual shareholders
meeting that convenes to review and judge the financial
statements related to the year during which he or she reaches
the age of sixty-five (65), the Chief Executive Officer shall
step down from his or her office, unless otherwise authorized
by the Board of Directors, as an exception to this retirement
age rule.
Establishing a retirement age for a person

to hold the position of Chief Executive
Officer, in line with the better
recommended
corporate
governance
standards.
Sole paragraph. The Board of Directors shall designate, from

among the Officers of the Company, the one (those) who
shall fulfill the duties of Finance and Investor Relations
Officer.
Sole Paragraph 2.
The Board of Directors shall
designate, from among the Officers of the Company, the one
(those) who shall perform the functions of FinanceChief
Financial Officer and Investor Relations Officer.
Paragraph renumbered.
Minor adjustments
Article 33. The Executive Officers work for the Company on

an exclusive dedication basis and are not permitted while in
office to have ties (as defined in paragraph 9 of Article 22): (i)
with holders of a permit for access to the Companys
markets, (ii) with a shareholder or Shareholder Group
owning interest in 5% or more of the issued and outstanding
shares of voting stock of the Company, (iii) with any
institution that is a participant in the Brazilian or other
international securities distribution system, (iv) with other
public companies; (v) with portfolio management firms; and
(vi) with institutional investors.
Article 34. Persons eligible to act as Chief Executive Officer Article 34. The eligibility to serve as Chief Executive Officer
are those that meet all applicable legal and regulatory shall require a candidate to meet all applicable legal and
Add a reference to the provision under the

new paragraph 1 proposed for article 32,
so as to include the retirement age
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requirements and the requirements established in paragraph regulatory requirements, the requirements of paragraph 4 of
4 of Article 22, provided due regard shall be given to the Article 22 as well as those which are set forth under the sole
provision in the sole paragraph of Article 20 of these Bylaws. paragraph of Article 20 and paragraph 1 of Article 32 of these
Bylaws.
requirement as an eligibility factor.
Paragraph 1. The Chief Executive Officer shall nominate

candidate officers for appointment by the Board of Directors.
If the Board of Directors fails to approve any of the
nominees, additional nominations will be made until they
meet with the approval of the Board of Directors.
Paragraph 2. The Chief Executive Officer may suspend from
office any executive officer pending a decision of the Board
of Directors on his or her removal from office.
Article 35. The Chief Executive Officer has the following
powers, additionally to the other attributions established in
these Bylaws:
(a) convene and chair the meetings of the Executive
Management Board;
(b) propose to the Board of Directors the rules and
composition of the Executive Management Board;
(c) guide and coordinate the activities of the remaining
Officers;
(d) undertake the general planning of the Company and of
its subsidiaries;
(e) approve the organizational structure of the Company,
contracting and controlling the executive staff, the
technicians, auxiliaries and consultants it believes are
convenient or necessary, defining positions, functions
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and compensation and setting their duties and powers,

observing the directives imposed by the budget
approved by the Board of Directors;
(f) establish the Market Risk Technical Committee, and
regulate its operation, membership, roles and
responsibilities, setting member compensation, as
applicable and with due regard for the standards
established by the Compensation Committee;
(g) create other Technical Committees, Consulting or
Operating Committees, Technical Commissions for the
Customization,
Classification
and
Arbitration,
workgroups and advisory bodies, defining their
composition, roles and responsibilities;
(h) determine prices, charges, compensation, commissions
and contributions and any other costs to be charged to
holders of Access Permits and to third parties, for the
services arising from the compliance of the functional,
operating, regulatory, supervision and classifying
services of the Company, ensuring their broad disclosure
to interested parties;
(i) propose to the Board of Directors the regulatory,
operating and clearing rules that shall govern and define
the operations performed with the securities and
contracts admitted for trading in the systems
administered by the Company or by its subsidiaries
and/or listed in any of their respective trading,
registration, clearing and settlement systems;
(j) determine the securities, certificates and contracts that
shall be admitted for trading, registration, clearing and
settlement in the environment and systems administered
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by the Company, as well as to determine the suspension

or cancellation of the trading, registration, clearing and
settlement of these securities and contracts;
(k) supervise in real-time and inspect the transactions traded
and/or registered in any of the trading, registration,
clearing and settlement systems under the Companys
surveillance;
(l) take measures and adopt procedures to prevent the
realization of operations that may constitute breaches of
legal and regulatory rules, compliance with which is a
duty of the Company to oversee;
(m) in cases of gross emergencies, to declare the total or
partial recess of the markets under the Company and its
subsidiaries surveillance, immediately communicating
the decision to the Board of Directors and the CVM;
(n) to cautiously order the suspension, for the maximum
period of 90 days, of the activities of holders of Access
Permits, in cases provided in the Access Regulation or
the remaining rules passed by the Board of Directors, or,
also, where there is an apparent breach of the Code of
Ethics, immediately communicating the suspension to the
CVM and the Brazilian Central Bank;
(o) prevent the performance of the operations in negotiation,
registration, clearing and settlement systems of the
Company, when there is evidence that these may
constitute breaches of the legal and regulatory rules with
which compliance is a duty of the Company to oversee;
(p) cancel trades and/or registration of any of the
negotiation, registration, clearance or settlement of any
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transactions undertaken at the environment and systems

of the Company, even if they are not yet liquidated, as
well as suspend their liquidation, in case of infraction to
the legal and regulatory rules overseen by the Company;
(q) determine special procedures for any operations
performed and/or registered in any of the negotiation,
registration, clearance or settlement systems of the
Company, as well as to establish conditions for their
liquidation;
(r) immediately inform the CVM of the occurrence of events
that affect, even if only temporarily, the operation of the
markets under the Companys surveillance, and
(s) send to the CVM, within the deadline and in the manner
specified by it, the information and the reports relating to
the operations performed and/or registered in any of the
negotiation, registration, compensation and liquidation
systems of the Company.
Paragraph 1. The decisions taken by the Chief Executive
Officer in exercising the powers that are dealt with in lines
(n) to (q) of the main provision of this Article, may be
appealed, by any interested party, to the Board of Directors.
Paragraph 2. The period for and the effects of filing an
appeal provided in paragraph 1 of this Article, as well as the
other situations where an appeal is appropriate, shall be
established by the Board of Directors.
Paragraph 3. The Market Risk Technical Committee referred
to in item (f) of this Article shall be comprised by Executive
Officers and other Companys employees appointed by the
Chief Executive Officer and shall have the following
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responsibilities: (i) analyze the macroeconomic scenario and

related risks to the markets in which the Company
participates; (ii) define the criteria and parameters to
calculate margin values; (iii) define the criteria and
parameters for the valuation of assets received as collateral;
(iv) define types and amounts of collateral used in the stock
exchanges and/or registered in any trade, registration,
settlement or clearing systems under the Company and its
subsidiaries surveillance, to be used, inclusive, for opened
contracts; (v) propose a policy for deposited margin
surveillance; (vi) analyze the market leverage; (vii)
recommend any criteria, limits and parameters for the credit
risk management of the market participants; (viii) analyze
and recommend solutions for the enhancement of the risk
management systems; and (ix) prepare any other analysis
related to the abovementioned activities.
Article 36. The Officer who performs the duties of Finance
Officer has the power to: (i) plan and write budgets and
work plans and of investments of the Company, annual or
multiannual relating to the activities of the Company; (ii)
answer for the control of the execution of budgets that are
referred to in the previous line; (iii) administer and invest the
financial resources of the Company, and supervise the same
activities performed by the Companys subsidiaries, and (iv)
manage the accounts, financial and fiscal/tax planning
sectors of the Company.
Article 37. The Investor Relations Officer has the power to
disclose information to investors, the CVM and the stock
exchange or over-the-counter market where the Companys
securities will be negotiated, as well as to maintain the
registration of the Company in compliance with applicable
CVM rules.
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Article 38. The responsibilities of the Executive Management

Board include the following:
(a) authorize the opening or closing and moving of
branches, agencies, deposits, offices or any other
establishment of the Company in Brazil or elsewhere;
(b) submit annually, for the consideration of the Board of
Directors, the Management Report and the financial
statements, accompanied by the independent auditors
report, as well as the proposal on allocation of net
income for the year;
(c) prepare and propose to the Board of Directors the
annual budget, multi-year budgets, strategic plans,
expansion plans and investment programs;
(d) grant prior authorization for the Company or any
subsidiary to acquire or dispose of movable assets or
real property assets, to establish possessory lien or nonpossessory lien or other encumbrances on these assets,
or to take out a loan, or agree a financing arrangement,
or give security interest or personal guarantees, for an
amount representing liability below the Reference
Amount provided in the sole paragraph of Article 29;
and
(e)
authorize the Company to enter into and/or renew

liquidity facility transactions, whether or not
collateralized, and/or asset monetization schemes with
the aim of ensuring timely compliance with obligations
of the Company related to its activities as central
counterparty clearing, regardless of the amount involved
in the transaction; and
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(f) on request of the Chief Executive Officer, decide on any

matters not included within the scope of exclusive
authority of the Shareholders Meeting or the Board of
Directors.
Subsection I - Replacements and Vacancies
in the Executive Management Board
Article 39. The Chief Executive Officer shall be substituted:
(i) in the event of absence or inability for a maximum 30-day
period, by another Officer appointed by him; (ii) when on
leave for over 30 days and less than 120 days, by the Officer
appointed by the Board of Directors at a meeting called
specifically for this purpose; and (iii) when on leave for 120
days or more, or when vacancies fall open, the Board of
Directors shall be convened to elect the new Chief Executive
Officer pursuant to the proceedings established in these
Bylaws.
Article 40. The other Officers shall be substituted: (i) for
absence or inability or leave of absence for a period not
exceeding 120 days, by an Officer appointed by the Chief
Executive Officer; and (ii) when the absence if for a period of
120 days or more, or there is a vacancy, the Board of
Directors shall be convened to elect the new Officer, under
the procedures established in paragraph 1 of Article 34.
Subsection II Meetings of the Executive Management Board
Article 41. Except as provided in Article 42 below, the
meetings of the Executive Management Board shall be
deemed valid with the presence of at least half plus one of
the elected Officers and resolutions shall require a majority
vote of those present. The Chief Executive Officer shall cast
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the deciding vote in case of tie.

Article 42. Without prejudice to the specific attributes of the
Chief Executive Officer and the other Officers, the Officers
responsible for the respective areas must be present for
decisions:
(a) Declaration of breach by a participant of any of the
Clearing Houses, specifying the relevant measures taken
in accordance with applicable regulations;
(b) Establishment of operating, credit and risk limits for
Clearing Houses direct or indirect participants, acting
individually or as a group, each subject to the specific
procedures;
(c) Definition of the clearing houses ordinary procedures, as
well as the procedure for the implementation of trade
systems and guarantee and risk systems by them; and
(d) Remittance of orders regarding the partial or full
settlement of opened positions in one or more markets
held by holders of Access Permits or their clients.
Subsection III - Company Representation
Article 43. Except as otherwise provided in the paragraphs of
this Article, the Company shall be represented and shall only
be deemed bound by an act or signature:
(a) of two Officers;
(b) of any Officer jointly with an attorney-in-fact with
specific powers; or
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(c) two attorneys-in-fact with specific powers.

Paragraph 1. No acts for which these Bylaws require prior
authorization from the Board of Directors shall be valid
without this approval.
Paragraph 2. The Company may be represented by a single
Officer or attorney-in-fact holding specific powers to:
(a) represent the Company in routine activities performed
outside the Companys principal place of business;
(b) represent the Company at Shareholders Meetings and
meetings of the partners at companies in which the
Company holds an interest;
(c) represent the Company in court, except for acts that
entail waiving rights; or
(d) represent the Company in simple administrative
routines, including those related to public agencies,
mixed-capital companies, boards of trade, labor courts,
the National Social Security Institute (Instituto Nacional do
Seguro Social), or INSS, the Employees Time in Service
Guarantee Fund (Fundo de Garantia do Tempo de Servio),
or FGTS, and banks receiving such payments and other
activities of a similar nature.
Paragraph 3. The Board of Directors may authorize specific
acts that shall be binding on the Company subject to
signature of only one Officer or attorney-in-fact, or
furthermore establish authority and jurisdiction for a single
representative to perform such acts.
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Article 44. Powers of attorney shall always be granted or

revoked by two Officers, including the Chief Executive
Officer, establishing the powers of the attorney-in-fact and,
except powers of attorney issued for judicial purposes, these
powers shall always be granted for a limited period.
Section III - Ancillary Administrative Bodies
Article 45. The Company shall have the following mandatory Article 45. The Company shall have the following mandatory
standing committees to advise the Board of Directors:
standing committees to advise the Board of Directors:
(a) Audit Committee;
(a) Audit Committee;
(b) Nominations and Corporate Governance Committee;
(b) Nominations and Corporate Governance Committee;
(c) Compensation Committee; and
(c) Compensation Committee; and
(d) Risk Committee.
(d) Finance and Risk Committee.
Amendment to change the name of the

Risk Committee, in line with the proposed
amendments to paragraph 1 of Article 51
below, which widen the purview of the
Committee to include affairs related to the
finances of the Company.
Paragraph 1. The Committees shall likewise perform their

functions with regard to companies in which the Company
has an interest.
Paragraph 2. The Board of Directors may establish additional
committees charged with advising Management on specific
matters of limited scope, for a limited time period. In this
event, the Board will also appoint the committee members.
Paragraph 3. The Board of Directors shall also regulate the
operation and establish the compensation of the committee
members.
Subsection I - Audit Committee
Article 46. The Audit Committee is established as a standing Article 46. The Audit Committee is established as a standing
The change in number of audit committee
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board advisory committee composed of five independent

members. No more than two audit committee members shall
be Independent Directors; the other members shall be
external independent members (External Members) and
fulfill the requirements set forth in paragraph 2 of this
Article. At least one audit committee member shall be
required to have recognized experience in corporate
accounting.
board advisory committee whose membership shall be

composed of up to sixfive independent members. No more
than two audit committee members shall be Independent
Directors; the other members shall be external independent
members (External Members) and fulfill the requirements
set forth in paragraph 32 of this Article 46. At least one audit
committee member shall be required to have recognized
experience in corporate accounting.
members is aimed to permit up to two

independent directors to participate in the
committee without requiring any change
in the number of external committee
members.
Paragraph 1. The Nominations and Corporate Governance

Committee shall nominate the candidates for the Audit
Committee, whose members the Board of Directors shall
appoint for two-year terms, reelection for successive terms
being permitted, provided the combined terms shall not
exceed a maximum period of 10 years.
Paragraph 1. Except as provided under paragraph 2 of this

Article, the Nominations and Corporate Governance
Committee shall recommend candidates for the Audit
Committee, whose members the Board of Directors shall
then appoint for two-year terms, reelection for successive
terms being permitted, provided the combined terms shall
not exceed a maximum period of 10 years.
Reference added to the new paragraph 2

proposed for inclusion in this Article.
Absent provision.
Paragraph 2. Where two (2) Independent Directors are

appointed to serve as Audit Committee members, one shall
serve for a one-year term only, reelection not being
permitted.
The rule is designed to allow for a higher

level of turnover of directors serving as
committee members.
Paragraph 2. The External Members of the Audit Committee Paragraph 32. The External Members of the Audit
shall meet the following requirements:
Committee shall meet the following requirements:
Renumbering.
(a) being knowledgeable or well experienced in auditing,

compliance and controls, accounting and taxation and
other related matters;
(b) holding no position in the Board of Directors or
Executive Management Board of the Company or its
subsidiaries;
(c) holding no interest in Company shares, including no
interest held by a spouse or domestic partner;
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(d) holding no controlling or minority interest in, and not

acting as, management member or employee of, a
shareholder of the Company or its subsidiaries;
(e) in the 12-month period preceding their appointment, not
having had ties with: (i) the Company, its subsidiaries or,
as the case may be, its direct or indirect controlling
shareholders or companies under common (direct or
indirect) control; (ii) any of the directors and officers of
the Company and its subsidiaries or, as the case may be,
their direct or indirect controlling shareholders; (iii)
holders of permits for access to markets the Company
operates; and (iv) a shareholder or Shareholder Group
holding an interest in 10% or more of the issued and
outstanding shares of voting stock of the Company; and
(f) not holding at the time, and in the 5 year period
preceding their appointment not having held, a position
as: (i) officer or employee of the Company, its
subsidiaries and affiliates or, as the case may be, its direct
or indirect controlling shareholders or companies under
common (direct or indirect) control; or (ii) member and
lead auditor of the audit team in charge of auditing the
financial information of the Company;
(g) not being a spouse, or lineal or collateral blood relative to
the third degree, or relative by affinity to the second
degree, of any of the persons alluded to in item (f) above;
and
(h) fulfill the requirements set forth in paragraphs 4 and 5 of
Article 22 of these Bylaws and those of article 147 of
Brazilian Corporate Law*.
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Paragraph 3. While in office, committee members may be Paragraph 43. While in office, committee members may be
replaced in the following circumstances:
replaced in the following circumstances:
Renumbering.
(a) death or resignation;

(b) unjustified absence at 3 consecutive or 6 nonconsecutive
meetings over a one-year period; or
(c) pursuant to a well-founded decision of the Board of
Directors passed with the affirmative vote of at least five
(5) Directors, a majority of whom must fulfill the
requirements in paragraph 6 of Article 22.
Paragraph 4. If a committee seat should become vacant, the
Board of Directors shall elect a person to conclude the term
of the outgoing member, as recommended by the
Nominations and Corporate Governance Committee.
Paragraph 54. If a committee seat should become vacant, the

Board of Directors shall elect a person to conclude the term
of the outgoing member, as recommended by the
Nominations and Corporate Governance Committee.
Renumbering.
Paragraph 5. After stepping down, regardless of length of

time previously served, a former committee member may
only be reappointed to a committee seat after at least three
(3) years shall have expired from the end of the relevant
term.
Paragraph 65. After stepping down, regardless of length of

time previously served, a former committee member may
only be reappointed to a committee seat after at least three
(3) years shall have expired from the end of the relevant
term.
Renumbering.
Article 47. Without prejudice to the provisions of Paragraphs

1 and 2 of this article, the Audit Committee shall report to the
Board of Directors.
The responsibilities of the Audit
Committee include, among other things:
(a) making recommendations to the Board of Directors
regarding the retention or replacement of the
independent auditors of the Company, and advising the
Board on retaining the independent auditing firm to
perform non-audit services;
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(b) supervising the activities of the independent auditors to

evaluate (i) their objectiveness (independence standard);
(ii) the quality of their services; and (iii) their suitability
vis--vis the Companys requirements;
(c) supervising the work of the internal auditors of the (c) supervising the work of the internal auditors of the
Company and its subsidiaries, monitoring the
Company and its subsidiaries, monitoring the
effectiveness and adequacy of the internal audit
effectiveness and adequacy of the internal audit
structure, and the quality and integrity of internal and
structure, and the quality and integrity of the internal
independent
audit processes, in addition to
and independent auditing processes, performing a
recommending improvements, as may be necessary;
yearly assessment of the performance of the chief
internal
auditor,
and
making
improvement
recommendations to the Board of Directors, in addition
to recommending improvements, as may be necessary;
Amendment to state expressly that the

audit committee is responsible for
assessing the performance of the chief
internal auditor (in line with the better
recommended
corporate
governance
practices and a previous decision of the
Board of Directors).
(d) supervising the financial reporting activities of the

Company and the subsidiaries;
(e) supervising the internal controls activities of the
Company and the subsidiaries;
(f) monitoring the quality and integrity of the quarterly
financial information, and of the annual and interim
financial statements prepared by the Company and its
subsidiaries, making recommendations as may be
necessary;
(g) monitoring the quality and integrity of the internal
control mechanisms of the Company and the
subsidiaries, making recommendations to improve
policies, practices and processes, as may be necessary;
(h) evaluating the effectiveness and adequacy of risk control
and risk management systems, including as related to
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legal, tax and labor risks;

(i) advising the Board of Directors, prior to release, about
the annual internal audit report that assesses the internal
controls structure and enterprise risk management
system of the Company;
(j) on request of the Board of Directors, making
recommendations on management proposals to be put
forward to the Shareholders Meeting regarding changes
to the capital stock (share issues), issuance of debentures
or warrants, the capital expenditure budgets, dividend
distributions, transformation of corporate type, or
merger, consolidation or spin-off transactions; and
(k) monitoring the quality and integrity of data and
measurements released on the basis of adjusted financial
or other information, which add information
unanticipated in the customary financial reporting
structure;
(l) monitoring and assessing risk exposures incurred by the
Company, for this purpose being permitted to request
detailed information on policies and processes related to
(i) management compensation; (ii) use of Company
assets; and (iii) expenses incurred by the Company;
(m) working in cooperation with management and the
internal auditors to monitor and assess the internal audit
department of the Company, and the adequacy of
transactions with related parties carried out by the
Company and the related documentation;
(n) advising the Board of Directors on matters the directors
may refer to the committee and any other matter the
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latter may consider of importance.

Paragraph 1. The Audit Committee shall prepare an annual
report in summary form which will be released in
conjunction with the annual financial statements, which
report shall contain at least the following information: (i) the
activities performed in the period, its findings and
recommendations; (ii) an evaluation of the effectiveness of
the internal controls and risk management systems adopted
by the Company; (iii) a description of recommendations
made to management and evidence of implementation; (iv)
an evaluation of the effectiveness of both internal and
independent audit work; (v) an evaluation of the quality of
the financial reports and the internal audit report regarding
internal controls and risk management processes prepared
for the period; and (vi) any instance denoting significant
disagreement between the committee and management or
the independent auditors relative to the financial statements
of the Company.
Paragraph 2. The Coordinator of the Audit Committee or, in
his absence or inability, another committee member
designated by him, shall meet with the Board of Directors at
least on a quarterly basis to report on the committee
activities. Where necessary or convenient, the Coordinator
or, as the case may be, his designated substitute, shall invite
other committee members to join him at the meeting with the
Board.
Paragraph 3. The Audit Committee shall be assured proper
channels to receive claims of improper practices within the
scope of the activities it oversees, including confidential,
internal or external claims.
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Article 48. The Audit Committee shall approve, by a majority

of votes, the proposed Regulation to govern its own
operation, which it shall forwarded for approval by the
Board of Directors.
Sole paragraph. In performing its functions, the Audit
Committee shall be granted access to any information it may
require. The Audit Committee shall be functionally
autonomous and operate on funds appropriated in the
budget, as approved by the Board of Directors, so it may
carry out or order, or retain external, independent
consultants or specialists to perform, special evaluations,
assessments or investigations within the realm of the
Committees responsibilities.
Subsection II - Compensation Committee
Article 49. The Board of Directors shall establish a standing
Compensation Committee which shall be composed of three
members of the Board of Directors, two of whom shall be
Independent Directors.
Paragraph 1. The Compensation Committee shall be
responsible for:
(a) recommending to the Board of Directors, and revising
annually, the standards and guidelines that shape the
policy, and the policy concerning compensation of the
Companys managers and of the Committee members
and members of other board advisory groups
(b) annually proposing to the Board of Directors the
compensation of directors and officers of the Company,
for submission to the Shareholders Meeting;
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(c) reviewing and submitting to the Board of Directors the

goals and targets related to the Chief Executive Officer
compensation plan, as well as evaluating his or her
performance;
(d) reviewing and submitting to the Board the Chief
Executive Officer proposal on the goals and targets
concerning the senior executive compensation plans, and
assessing the evaluation process implemented by the
Chief Executive Officer with respect to his or her
subordinates, monitoring implementation of conclusions
and resulting actions;
(e) take action as may be necessary for the Company to
timely plan and adequately prepare for the succession of
its executives, in particular for the Chief Executive Officer
and the principal senior executives; and
(f) take action to ensure the Company adopts a
competencies and leadership model which is in line with
its strategic plan, including with regard to talent
attraction, retention and motivation.
Paragraph 2. The Chief Executive Officer will be invited to
participate in Compensation Committee meetings as often as
may be necessary.
Subsection III Nominations and Corporate Governance
Committee
Nominations and Corporate Governance Committee, which
shall comprise three members, at least two of them being
independent members.
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Sole paragraph. With the main purpose of preserving the

credibility and legitimacy of Company and its subsidiaries,
the Nominations and Corporate Governance Committee
shall:
(a) Identify, recruit and nominate potential board members
for election by the Shareholders Meeting, due regard
being given to applicable legal requirements and
requirements of these Bylaws;
(b) Identify, recruit and nominate potential Board Advisory
Committee members for appointment by the Board of
Directors persons, due regard being given to applicable
legal requirements and requirements of these Bylaws;
(c) identify, recruit and nominate potential replacements to
fill in vacant Corporate Governance Committee seats,
whose term of office shall extend through to the date of
the subsequent Shareholders Meeting;
(d) Make recommendations to the Board of Directors about (d) Make recommendations to the Board of Directors about
membership and operations of the Board;
the membership and operations of the Board. In making
recommendations as to candidate directors that hold
positions in other entities, per indent e of paragraph 4 of
Article 22 above, to pay careful attention to the time
availability factor;
Amendment designed to make it clear that

while directors may hold positions in
other entities (per Article 22, paragraph4,
indent e), the nominations committee
should pay careful attention to the time
availability factor.
(e) Make recommendations to the Board of Directors about

advisory committee or work groups (commission)
membership, in addition to conducting periodic reviews
of the competencies and qualifications required from
Board members, including as to diversity of expertise
and leadership style;
(f) Support the Board Chair in organizing a formal and (f) Support the Board Chair in organizing a formal and
In line with the better recommended
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periodic process of self-evaluation by each director and

the Chair as individual members, and the Board as a
collective body;
periodic process of self-evaluation by each director and

the Chair as individual members, and the Board as a
collective body, which process is to take place at least
once every year having regard to the provisions of the
Internal Rules of the Board of Directors;
corporate governance standards and with

the objective of ensuring continuous
improvement of the quality of the Board
membership, this amendment is meant to
provide expressly the Board is required to
conduct a process of assessment of its own
performance as a collective body and of
each of its members.
(g) Support the Board of Directors in the process of

recruiting and nominating the Chief Executive Officer, in
addition to supporting the latter in recruiting and
nominating the other Executive Officers;
(h) Promote and monitor adoption of best recommended
corporate governance practices, as well as monitoring
effectiveness of corporate governance processes,
suggesting changes, updates and improvements, as
necessary;
(i) Prepare or update, for approval by the Board of
Directors, the Corporate Governance Guidelines and the
governance documents of the Company (Regulations,
Codes and Policies);
(j) Prepare, for approval by the Board of Directors, the
Code of Conduct of the Company, which shall apply to
directors, executive officers, employees and other
collaborators and providers of the Company and its
subsidiaries. The Code of Conduct shall be prepared
based on the following principles and Company values:
ethical conduct, equality of rights, respect for diversity
and accountability;
(k) Promote and monitor practices aimed at preserving
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ethical and democratic values, while ensuring

transparency, visibility and access to markets managed
by the Company and its subsidiaries;
(l) Promote and monitor practices for dissemination
amongst all Company constituencies of the Company
values and principles of protection of human rights,
respect for diversity of gender, race and faith, while
promoting citizenship and social inclusion rights;
(m) Evaluate and make strategy recommendations that add
or maintain value to the institutional image of the
Company; and
(n) Monitor business from the perspectives of sustainability
and social responsibility, whereas supporting the Board
in perfecting the Company vision in this regard.
Subsection IV Risk Committee
Subsection IV Finance and Risk Committee

Risk Committee, in line with the proposed
amendments to paragraph 1 of Article 51
below, which widen the purview of the
finances of the Company.

Risk Committee composed of at least four (4) members, all of
them Directors, whether or not Independent.

Finance and Risk Committee composed of at least four (4)
members, all of them Directors, whether or not Independent.

Risk Committee, as proposed above.
Sole paragraph. The Risk Committee shall be responsible for: Sole Paragraph. The Finance and Risk Committee shall be
responsible for:

Risk Committee, as proposed above. In
addition,
the
proposal
includes
adjustments and additions as shown in the
paragraphs below, so as to (i) detail certain
activities currently foreseen herein, and
(ii) widening the purview of the
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Companys finances.
(a) assessing and monitoring exposure to risks intrinsic to (a) assessing and monitoring exposure to risks inherent to
the business activities of the Company, with particular
the different business activities of the Company, with
focus on structural and strategic risk management;
particular focus on structural and strategic risk
management;
See the comments above for the main

provision of this paragraph.
(b) assessing and recommending the Companys risk (b) periodically assessing and making recommendations to
management guidelines and strategies; and
the Board of Directors about the Companys risk
management guidelines and strategies related to the
management of risks inherent to the different business
activities of the Company, and propose specific limits, as
may be necessary; and

(c) conducting periodic reassessments of the

management strategies adopted by the Company.
Content removed to item b above.
risk Deleted
Absent provision
(c) specifically with regard to Central Counterparty Risk,

presenting to the Board of Directors periodic reports
providing combined information regarding exposures to
typical risk factors, the quality of collateral taken, and
the outcomes of cash flow stress tests;

Absent provision
(d) specifically with regard to Enterprise Risk, presenting to

the Board of Directors periodic reports providing
information on the findings from monitoring activities
concerning enterprise risk related to the businesses of
the Company with potential to adversely affecting its
ability to accomplish the corporate purposes;

Absent provision
(e) assisting the Board of Directors on their analysis of

macroeconomic conditions and the potential effects
thereof on the financial position of the Company;

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Absent provision
(f) monitoring and analyzing liquidity, cash flow, the

indebtedness policy, the capital structure and the risk
factors to which the Company is exposed; and

Absent provision
(g) making recommendations to the Board of Directors

about guidelines for the subjects covered by Article 56
below, including by assessing proposals regarding
allocations to capital reserves.

CHAPTER V
FISCAL COUNCIL
Article 52. The Company shall have a Fiscal Council, which

shall be comprised of three to five members, and the same
number of alternates, with the powers and authority granted
by Brazilian Corporate Law* and operating on a nonpermanent basis. The Fiscal Council shall only be instated by
the Shareholders Meeting, upon request by shareholders
representing the percentage required by law or CVM
regulations.
Paragraph 1. Fiscal Council members shall be elected by the
Shareholders Meeting, which approves its creation. Their
term of office shall expire at the time of the Annual
Shareholders Meeting following their election.
Paragraph 2. If the Company is at any time controlled by a
shareholder or controlling group, as defined in Article 116 of
Brazilian Corporate Law*, Fiscal Council member elections
shall be subject to paragraph 4, Article 161, of Brazilian
Corporate Law*.
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Paragraph 3. After the Fiscal Council is instated, instatement

in office shall be registered in a specific book, signed by the
member of the Fiscal Council taking office, and by previous
execution of the Fiscal Council Member Statement of
Consent according to the terms of the Novo Mercado Listing
Rules.
Paragraph 4. Members of the Fiscal Council shall be replaced
by their respective alternates, when absent they are or
prevented from exercising the position. If a seat on the Fiscal
Council falls vacant, the respective alternate shall take up the
position. If no alternate is available, a Shareholders Meeting
shall be convened to elect a member to conclude the term of
office.
Paragraph 5. Members of the Fiscal Council shall receive
compensation to be established by the Shareholders
Meeting, which, for each active member, shall be now lower
than 10% of the average amount paid to each Officer, not
including benefits, representation fees and profit-sharing.
CHAPTER VI
FISCAL YEAR, FINANCIAL STATEMENTS AND
EARNINGS
Article 53. The financial year shall coincide with the calendar
year. The financial statements required by law shall be
drawn up at the end of each financial year.
Paragraph 1. Alongside the financial statements for the year,
the Company management bodies shall present the Annual
Shareholders Meeting a proposal on the intended use of net
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profits, in accordance with the rules of these Bylaws and

Brazilian Corporate Law*.
Paragraph 2. In addition to the financial statements for the
year, the Company shall also prepare semi-annual financial
statements and produce monthly balance sheets.
Article 54. Any accumulated losses and the income tax
provision shall be deducted from the yearly profit before any
allocation to profit sharing payment can be made.
Sole paragraph. Provided the deductions referred to in this
Article shall have been made, the Shareholders Meeting may
allocate to profit sharing payment attributable to
management up to 10% of the remaining net income,
whereas giving regard to the restrictions foreseen by
Brazilian Corporate Law* and these Bylaws.
Article 55. After the deductions contemplated in the
preceding Article, 5% of the net profit for the year shall be
used to establish the Legal Reserve, due regard given to the
thresholds established by law.
Paragraph 1. After the allocation to the Legal Reserve, the
net profit for the year, as adjusted for allocations to
contingency reserves or reversals thereof, if any, shall be
allocated in the following order: (i) at least 25% for
distribution of the mandatory dividend to shareholders
(which may be limited to the amount of the realized net
profit for the year, provided the difference shall be recorded
in an unrealized profit reserve); and (ii) without prejudice to
the provision of paragraph 3 of this Article, all net profit
thus remaining shall be allocated to bylaws reserves for
future investments in the business and also for the special
safeguard funds and other clearing and settlement
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mechanisms adopted by the Company to ensure full

completion (clearing and settlement) to transactions carried
out on its trading platforms or registered in its systems.
Paragraph 2. The total allocations to bylaws reserves
contemplated in (ii) of the preceding paragraph shall not
exceed the capital stock amount.
Paragraph 3. Where in any year the Board of Directors
deems the total amount allocated to bylaws reserves
pursuant to paragraph 1 of this Article to be sufficient to
meet the purposes thereof, it may: (i) propose net profit
allocations to bylaws reserves at lower amounts than
otherwise required under in item (ii) of paragraph 1 of this
Article; and/or (ii) propose a reversal of previously reserved
funds for the same to be distributed as dividends to the
shareholders.
Paragraph 4. Upon giving due regard to the allocations
contemplated in paragraph 1 of this Article, and as permitted
under Article 196 of Brazilian Corporate Law*, the
Shareholders Meeting may decide to retain a portion of the
yearly net profit consistent with the allocations foreseen in a
previously approved capital expenditure budget.
Paragraph 5. The mandatory dividend set forth in item (i) of
paragraph 1 of this Article may be suspended in any year in
which the Board of Directors reports at the Annual
Shareholders Meeting that the distribution would be
inadvisable given the Companys financial condition. The
Fiscal Council, if active, shall issue an opinion on the matter,
and management, acting within five days after the
Shareholders Meeting, shall file a reasoned report with the
CVM justifying the recommendation.
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Paragraph 6. Any profits retained pursuant to paragraph 5

of this Article shall be recorded in a special reserve and, if
not absorbed by losses in subsequent years, shall be paid out
as dividends, as soon as the Companys financial condition
so allows.
Article 56. Upon resolution of the Board of Directors, the
Company may:
(a) distribute dividends based on profits ascertained in the
semi-annual balance sheets;
(b) prepare balance sheets for periods of shorter than six
months and distribute dividends based on the profits
ascertained therein, provided that total dividends paid
in each semi-annual period of the financial year do not
exceed the capital reserves mentioned in Article 182,
paragraph 1, of Brazilian Corporate Law*;
(c) distribute intermediate dividends based on retained
earnings account or existing profit reserves in the most
recent annual or semi-annual balance sheets; and
(d) credit or pay to the shareholders, by resolution of the
Board of Directors, interest on shareholders capital,
which shall be ascribed to the value of dividends to be
distributed by the Company, and shall be an integral
part thereof for all legal purposes.
Article 57. Shareholders which not receive or claim
dividends within a period of three years counted from the
date they were made available for distribution shall lose the
rights to receive such dividends, which shall revert to the
Company.
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CHAPTER VII
SHAREHOLDERS INTEREST MONITORING
Article 58. Without prejudice to the other provisions of these

Bylaws, the Company, represented by the Investor Relations
Officer, shall monitor changes in shareholder ownership
interest in order to prevent and, as the case may be, report on
violations of these Bylaws (as per paragraph 1 of this
Article), and present motion for the Shareholders Meeting to
impose penalty as provided in Article 71 of these Bylaws.
Paragraph 1. If, at any time, the Investor Relations Officer
identifies a violation of any of the share limit restrictions
relating to any shareholder or Shareholder Group limits, he
or she must, within a maximum period of 30 days, report
such circumstances on the Company website on the Internet
and report to: (i) the Chair of the Board of Directors; (ii) the
Chief Executive Officer; (iii) the members of the Fiscal
Council, if instated; (iv) BM&FBOVESPA; and (v) CVM.
Paragraph 2. The Investor Relations Officer, by his own
discretion or in fulfillment to a request of a regulatory entity,
may require that any shareholder or Shareholder Group
provides information on ones or the group members direct
and indirect ownership structure, composition of the group,
including as the case may be, controlling block or corporate
group (whether in fact or by law) in which it or each of them
belongs.
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CHAPTER VIII
DISPOSITION OF CONTROL; GOING PRIVATE PROCESS
(CANCELLATION OF PUBLIC COMPANY
REGISTRATION); DELISTING FROM NOVO MERCADO;
PROTECTION OF WIDESPREAD OWNERSHIP
Section I - Disposition of Control

Article 59. A Disposition of Control, whether implemented
in a single or a series of successive transactions, must be
agreed under a condition precedent or dissolving condition
that the Acquirer of Control undertakes to conduct a tender
offer to purchase the shares of all other shareholders in
accordance with the conditions and deadlines prescribed by
applicable legislation, and in the Novo Mercado Listing Rules,
so as to ensure all shareholders are extended equal treatment
as afforded the Selling Controlling Shareholder.
Article 60. A tender offer shall likewise be required pursuant
to Article 59 (i) where warrants or other securities or
instruments convertible into, or exercisable or exchangeable
for shares issued by the Company are sold or transferred in
any way which implies a Disposition of Control; or (ii) where
Control over a Controlling Shareholder is disposed of, in
which case the Selling Controlling Shareholder shall be
required to disclose the selling price to BM&FBOVESPA and
provide verifiable documentary evidence of such price.
Article 61. Any person acquiring Control under a private
transaction entered into with a Controlling Shareholder
(regardless of the number of shares thus acquired) shall be
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required to (i) carry out a tender offer in the manner

prescribed in Article 59, and (ii) refund selling counterparties
from whom it may have purchased shares in stock market
transactions over the six months preceding the date of
acquisition of Control, the difference between the selling
price per share and the tender offer bid price per share, as
adjusted for inflation through to the refund date. The
aggregate refundable amount shall be allocated amongst the
relevant selling counterparties, in proportion to the daily net
selling positions attributable to each such counterparty over
the relevant six-month period, and BM&FBOVESPA shall
implement the refund process in accordance with its own
rules.
Article 62. The Company shall refrain from registering any
share transfer to an Acquirer of Control or subsequent
holders of Control until such time as the latter two shall have
signed the required Deed of Adherence to the Novo Mercado
Listing Rules.
Paragraph 1. The Company shall not register any
Shareholders Agreement regulating the exercise of Control
until such time as the parties thereto shall have signed the
Deed of Adherence to the Novo Mercado Listing Rules
referred to in the main provision of this Article.
Paragraph 2. Within the six-month period following any
Disposition of Control and the ensuing tender offer
conducted pursuant to Article 59 above, the Acquirer of
Control shall, as the case may be, take appropriate action to
restore the minimum free float mandated by the Novo
Mercado Listing Rules.
Article 63. Where shareholders convening in a Shareholders
Meeting approve: (i) a going private process (and
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deregistration as a public company), the Company or the

Controlling Shareholder(s), if any, shall conduct a tender
offer to purchase all other shares, wherein the bid price shall
at least equal the Economic Value per share, as determined
pursuant to a valuation report prepared according to
paragraphs 1 to 3 of this Article, due regard given to other
applicable legal and regulatory requirements; or (ii) a
delisting from the Novo Mercado segment either for the shares
to trade on another market or listing segment, or because the
unlisted surviving company in a corporate restructuring
process failed to list its shares to trade on the Novo Mercado
within one hundred and twenty (120) days after the date of
the meeting which first approved the restructuring process,
then the Controlling Shareholder shall be required to
conduct a tender offer for all other shares at a bid price at
least equal to the Economic Value per share, as determined
pursuant to a valuation report prepared according to
paragraphs 1 to 3 of this Article, and giving regard to
applicable legal and regulatory requirements.
Paragraph 1. Any valuation report required under the main
provision of this Article shall be prepared by a verifiably
experienced, independent, specialist valuation firm, which is
not susceptible to being influenced by the decisions of the
Board or Management, the Company or the Controlling
Shareholder(s), if any. In addition, the valuation report shall
meet the requirements of paragraph 1 of Article 8 of Brazilian
Corporate Law* and include the liability clause provided
under paragraph 6 of that legal provision.
Paragraph 2. The Shareholders Meeting has exclusive
discretion to select a specialized firm or institution to
determine the Economic Value of the Company from a list of
the three names presented by the Board of Directors. The
decision shall pass by a majority of affirmative votes cast by
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shareholders present at the Shareholders Meeting,

disregarding blank votes. Attendance by holders of record
representing at least 20% of all Outstanding Shares shall
constitute valid quorum to convene the Shareholders
Meeting on first call, provided that, on second call, the
meeting may be held with any number of attendee
shareholders.
Paragraph 3. The costs of the valuation report shall be borne
in full by the offeror.
Article 64. Absent a Controlling Shareholder, if shareholders
convening in a Shareholders Meeting approve a delisting
from the Novo Mercado segment whether for the shares to
trade on some other market or listing segment, or because
the unlisted surviving company in a corporate restructuring
process has failed to have its shares listed to trade on the
Novo Mercado within the assigned deadline (such as provided
in item (ii) of the main provision of Article 63 above), then
any such delisting shall be contingent on a tender offer being
conducted under the same terms and conditions established
under Article 63 above.
Paragraph 1. The Shareholders Meeting shall in any event
name the shareholder or shareholders in attendance of the
meeting which shall be responsible for conducting the tender
offer, and the designated party or parties shall be required to
commit expressly to carrying out the tender offer.
Paragraph 2. Where the shareholders meeting approves a
corporate restructuring process but fails to appoint the
shareholder(s) responsible for conducting a tender offer if the
unlisted surviving company fails to arrange the listing on the
Novo Mercado segment, then the obligation to conduct a
tender offer shall lie with all the shareholders that voted for
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the corporate restructuring process.

Article 65. A delisting from the Novo Mercado segment
triggered by noncompliance with the Listing Rules, shall
require a tender offer to be conducted for all shares at a bid
price at least equivalent to the Economic Value per share, as
determined pursuant to a valuation report prepared
according to Article 63 and paragraphs of these Bylaws and
other applicable legal and regulatory rules.
Paragraph 1. In the event contemplated in the main
provision of this Article, the Controlling Shareholder (if any)
shall bear the responsibility for conducting the tender offer.
Paragraph 2. Where the event of noncompliance with the
Novo Mercado Listing Rules is triggered by action taken at a
Shareholders Meeting, absent a Controlling Shareholder to
conduct the tender offer, the obligation shall lie with the
shareholders that voted for the motion leading to
noncompliance with the Listing Rules.
Paragraph 3. Where the event of noncompliance with Novo
Mercado Listing Rules (set forth in the main provision) is
triggered by action taken by Management, i.e., an act or fact
of Management, then the Directors and Officers shall be
required promptly to call a Shareholders Meeting (pursuant
to Article 123 of Brazilian Corporate Law*) for the
shareholders to resolve on action required to be taken to
remedy the event of noncompliance with the Listing Rules
or, otherwise, decide for a delisting from the Novo Mercado..
Paragraph 4. Where a Shareholders Meeting called pursuant
to paragraph 3 above decides for delisting from the Novo
Mercado segment, it shall also be required to name one or
more attending shareholders to conduct the tender offer, and
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the latter shall be required to commit expressly to carrying

out the tender offer.
Article 66. It shall be permitted for a single tender offer to be
registered with a view to accomplishing more than one of the
objectives set forth under this CHAPTER, the Novo Mercado
Listing Rules, Brazilian Corporate Law* and the CVM
regulations, provided it must be possible to harmonize the
different offer methods, and provided, further, the procedure
shall not be detrimental to the addressees of the offer and the
CVM shall have consented to such tender offer.
Article 67. Where these bylaws, the Novo Mercado Listing
Rules, Brazilian Corporate Law or the CVM regulations
require a tender offer to be carried out by the Company or by
one or some of the shareholders, the obligation may be
discharged by any willing shareholder or third party.
However, the Company or the shareholder(s) charged with
conducting the tender offer shall not be released from the
obligation until such time as the offer completes in
accordance with applicable rules.
Section II - Protection of Widespread Ownership
Article 68. Any shareholder or Shareholder Group
(Acquiring Shareholder) intending to acquire: (a) direct or
indirect ownership interest in 15% or more of the shares then
issued and outstanding; or (b) other shareholder rights
(including rights as usufruct holder) giving the holder a 15%
voting interest in the shares then issued and outstanding,
shall be required to obtain prior consent from the CVM in the
manner established under the CVM rules, while giving due
regard to the Novo Mercado Listing Rules, other
BM&FBOVESPA rules and the provisions under this
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Chapter.
Sole paragraph. Upon delivering the application to the
CVM, the Acquiring Shareholder shall on the same date
forward a copy to the Investor Relations Officer. Pursuant to
CVM Ruling No. 358/2002, the Investor Relations Officer
shall thereafter promptly release notice to the market
disclosing the application.
Article 69. Where an Acquiring Shareholder (a) accumulates
direct or indirect ownership interest in no less than 30% of
the Company shares then issued and outstanding; or (b)
purchases other shareholder rights (including as usufruct
holder) representing a voting interest in over 30% of the
shares then issued and outstanding, such Acquiring
Shareholder shall be required (within 30 days after obtaining
authorization from the CVM) to initiate or register a tender
offer for all other shares of the Company, whereas having
regard to the provisions of Brazilian Corporate Law*, the
CVM rules, the rules of exchanges where the shares are
admitted for trading, and the rules set forth in these Bylaws.
Sole paragraph. The Acquiring Shareholder must meet the
CVM requirements and requests within the deadlines
established under applicable regulations.
Article 70. The bid price per share in the tender offer (Bid
Price) triggered by accumulation of material ownership
interest shall at least equal the highest market price per share
paid by the Acquiring Shareholder in the six-month period
preceding the date when the material interest threshold (set
under Article 69) was hit, as adjusted to account for
corporate actions such as distributions of dividends or
interest on shareholders equity, stock splits, reverse splits
and bonus issues, but not for corporate actions related to
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corporate restructuring processes.

Paragraph 1. The tender offer shall meet the requirements set
forth below, and any other requirements contemplated under
CVM Ruling No. 361/02, as amended or substituted from
time to time.
(a) it shall be open to all shareholders;
(b) it shall be carried out in an auction held at the premises
of the stock exchange operated by BM&FBOVESPA;
(c) it shall extend fair and equitable treatment to all
shareholders, provide adequate information regarding
the Company and the bidder, and every other element
required for shareholders to make an independent and
informed decision on whether to tender their shares;
(d) it shall be irrevocable and irreversible upon publication
of the tender offer announcement, per CVM Ruling No.
361/02;
(e) it shall offer a bid price set in accordance with the main
provision of this Article for settlement in cash, in
Brazilian currency; and
(f) it shall attach a report of the valuation of the Company,
which shall have been prepared according to the main
provision of this Article.
Paragraph 2. The tender offer requirement set forth in the
main provision of Article 69 shall not preclude other
shareholders, or even the Company, if it is the case, from
conducting their own concurrent tender offers, as permitted
by applicable regulations.
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Paragraph 3. Meeting the requirements set forth under

Article 254-A of Brazilian Corporate Law* and Article 59 of
these Bylaws shall not exempt the Acquiring Shareholder
from fulfilling the requirements set forth in this Article.
Paragraph 4. The tender offer requirement established in
Article 69 shall not apply in the event a person becomes the
holder of a material interest in 30% or more of the issued and
outstanding shares as a result of any of the following:
(a) Subscription for shares in a single primary offering of
shares issued pursuant to a decision taken at a
Shareholders Meeting called by the Board of Directors,
where the issue price is determined on the basis of the
Economic Value determined pursuant to a valuation
report prepared by a specialist firm according to the
requirements in the paragraphs of Article 63; or
(b) A tender offer conducted for the acquisition of the totality
of the Companys shares.
Paragraph 5. Following the published announcement of any
tender offer (or exchange offer) made in response to the
provisions of these Bylaws, including as to Bid Price, or in
accordance with applicable regulations, for settlement in
cash or in exchange for shares of another public company,
the Board of Directors shall within 10 days consider the
tender or exchange offer based on the following guidelines:
(a) the Board of Directors may retain a specialist firm that
meets the requirements set forth in paragraph 1 of Article
63, to assess the timing and convenience of the offer and,
as the case may be, the liquidity of the shares in the
exchange offer, and whether the offer suits the interests
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of shareholders and the industry in which the Company

and its subsidiaries operate;
(b) the Board of Directors shall be responsible for releasing a
reasoned opinion concerning the offer, in accordance
with item (v) of Article 29 of these Bylaws.
(c) in the event the Directors, acting on their fiduciary duties,
take the position that adhering to the offer is in the best
interest of a majority of the shareholders and the
domestic capital markets, which is the economic segment
in which the Company and subsidiaries operate, the
Board shall call an Extraordinary Shareholders Meeting
to be held within 20 days to consider eliminating the
voting cap established in Article 7, provided however
this shall be contingent on the bidder (and, for purposes
of these Bylaws, Acquiring Shareholder) completing the
offer and becoming the owner and holder of a minimum
of two-thirds (2/3) of the issued and outstanding shares,
not including treasury stock.
(d) as an exception, the voting cap established in Article 7
shall not prevail for the decision to be taken at the
Extraordinary Shareholders Meeting contemplated in
item (c) above, but solely it the meeting shall have been
called on the initiative of the Board of Directors;
(e) the offer shall be made on an irrevocable and irreversible
basis. Where the offer is carried out on a voluntary basis,
it may be subject to minimum tender condition requiring
shareholders tendering at least an aggregate of 2/3 of the
outstanding shares, as provided in item (c) above in this
paragraph 5, and condition also that the shareholders
shall have approved the elimination of the voting cap
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established in Article 7 of these Bylaws.

Paragraph 6. Without prejudice to the provision of
paragraph 3 above, the calculation of a 30% interest in the
issued and outstanding shares of the Company (as provided
in the main provision of Article 69) shall not include
involuntary increments resulting from cancellation of
treasury shares, or share redemption or a reduction in the
capital stock amount resulting in cancellation of a
proportionate number of shares.
Article 71. If the Acquiring Shareholder fails to comply with
the obligations foreseen in this Chapter, including
compliance with the deadlines for (i) initiating or applying to
register a tender offer; or (ii) responding to CVM demands or
requests, the Board of Directors shall call an Extraordinary
Shareholders Meeting to consider suspending the rights of
the Acquiring Shareholders, pursuant to Article 120 of
Brazilian Corporate Law*, at which meeting the Acquiring
Shareholder shall not be entitled to vote.
Article 72. Where a tender offer required under the
provisions of these Bylaws is materially detrimental to the
rights of shareholders, the Novo Mercado Listing Rules shall
prevail over the provisions of these Bylaws.
CHAPTER IX
DEFINITIONS
Article 73. For purposes of these Bylaws, the capitalized

terms below shall have the following meanings:
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(a) Acquiring Shareholder means any person (including,

for example, any natural or legal person, mutual or
investment fund, open or closed- end condominium,
securities portfolio, universality of rights or other form
of organization, resident, domiciled or based in Brazil or
elsewhere), including a Shareholder Group, or group of
persons bound under a voting agreement with the
Acquiring Shareholder, and/or sharing similar interests
with the Acquiring Shareholder, where any such person
subscribes for, or acquires shares issued by the
Company. Examples of persons sharing similar interests
with the Acquiring Shareholder include any person (i)
controlled or managed by an Acquiring Shareholder; (ii)
controlling and managing the Acquiring Shareholder in
any way; (iii) controlled or managed by any person that
directly or indirectly controls or manages the Acquiring
Shareholder; (iv) in which the controlling shareholder of
the Acquiring Shareholder directly or indirectly holds
ownership interest in at least 30% of the outstanding
shares; (v) in which the Acquiring Shareholder has a
direct or indirect interest in at least 30% of the
outstanding shares; or (vi) which directly or indirectly
holds an interest in at least 30% of the outstanding
shares of the Acquiring Shareholder;
(b) Shareholder Group means a group of persons: (i)
bound by oral or written agreement or contract of any
nature, including Shareholder Agreements, directly or
through subsidiaries, controlling companies or
companies under common control; or (ii) between which
there is a control relationship; or (iii) under common
control; or (iv) representing common interests. Examples
of persons representing a common interest include: (v)
the direct or indirect owner of a shareholding
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representing 15% or more of the capital stock of another

entity; and (vi) two persons with a common third-party
investor directly or indirectly holding shares equivalent
to 15% or more of the capital stock of each of these two
persons. Any joint ventures, funds for investment clubs,
foundations, associations, trusts, tenancies in common,
cooperatives, securities portfolios, universality is of
rights or any other manner of organization or venture,
established in Brazil or abroad, shall be considered part
of a single Shareholder Group, whenever two or more of
these entities are: (vii) managed or administered by the
same legal entity or parties related to a single legal
entities; or (viii) when the majority of their management
is common to both entities, however for investment
funds with the same manager, only those for which the
manager is responsible for any decision on votes cast at
Shareholders Meetings, at its discretion, shall be
considered members of the Shareholder Group, subject
to the respective regulations.
(c) Independent Director means a Director that meets the
independence standards set forth in Paragraphs 6 and 7
of Article 22 of these Bylaws.
(d) Institutional Investor means any investor that (i)
under CVM rules qualify as qualified buyer; and (ii)
those that are required by law or regulation or the
bylaws (whether or not exclusively) to invest proprietary
resources in securities issued by public companies.
Sole paragraph. Capitalized terms used herein which are not
defined in these Bylaws have the meaning ascribed to them
under the Novo Mercado Listing Rules.
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CHAPTER X
LIQUIDATION
Article 74. The Company shall be dissolved and enter

liquidation in the events prescribed by law. It shall be
incumbent on shareholders convening in a Shareholders
Meeting to establish the liquidation method and elect the
liquidator or liquidators and the Fiscal Council, if so
requested by shareholders individually or jointly
representing proportionate interest in the shares as
prescribed by law or the CVM rules, including as to
applicable formalities, and to determine their responsibilities
and set their compensation.
CHAPTER XI
SELF-REGULATION
Article 75. Without prejudice to the responsibilities of the

Chief Executive Officer, as established under applicable
regulations, the activities entailing surveillance and oversight
of (i) transactions carried out in markets managed and
operated by BM&FBOVESPA and its subsidiaries, (ii) the
activities of market participants holding permits for access to
these markets; and (iii) the market organization and
oversight activities performed by the Company and its
subsidiaries shall be incumbent on a subsidiary of the
Company organized for this special purpose.
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CHAPTER XII
ARBITRATION
Article 76. The Company, the shareholders, the directors and

officers and the fiscal council members (when the Fiscal
Council is active) are required to commit to settle by
arbitration any and all disputes involving any of them,
related to, or arising from the application, validity,
effectiveness, interpretation, violation and effects of violation
of the provisions of these Bylaws, the Brazilian Corporate
Law*, the rules and regulations of the Brazilian National
Monetary Council, the Central Bank of Brazil and the
Brazilian Securities Commission, the Novo Mercado Listing
and Sanctions Regulations, the Novo Mercado Listing
Agreement, and the Arbitration Regulation adopted by the
Market Arbitration Chamber, as well as other rules and
regulations applicable to the Brazilian capital markets. Any
arbitration proceedings will be conducted by the Market
Arbitration Chamber (established by BM&FBOVESPA)
under its adopted Arbitration Regulation.
CHAPTER XIII
GENERAL PROVISIONS
Article 77. The Company shall observe the terms and

conditions of the Shareholders Agreements filed at the
Companys headquarters which do not conflict with the
provisions of these Bylaws. Management shall not register
share transfers or transfers of other securities that fail to
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comply with the terms of Shareholder Agreements and the

President of the Shareholders Meetings shall not include
votes cast that breach terms of such agreements, under item
(k) Article 29.
Article 78. The Company shall issue all notices, information,
financial statements and periodical information published or
filed with the CVM by e-mail to all shareholders registering
for this information in writing, for a period not exceeding
two years and indicating their e-mail address; this
communication shall not the supersede legally-required
publications and shall be subject to express shareholder
waiver of any Company liability for transmission errors or
omissions.
Article 79. Where these Bylaws are silent on an issue, the
matter shall be resolved at a Shareholders Meeting,
provided due regard shall be given to the Novo Mercado
Listing Rules and the provisions of Brazilian Corporate Law.
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Annual Shareholders&#39; Meeting - 03.30.2015 - Practical Guide

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Annual Shareholders&#39; Meeting - 03.30.2015 - Practical Guide

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BM&FBOVESPA ANNUAL AND

So Paulo, February 26, 2015

Summary information on the

principal activities performed by these committees in 2014 could be found in the

significant headway in advancing a number of initiatives and projects designed to

Assembleias Online (Online Meetings) system of voting by means of electronic

Very truly yours,

Pedro Pullen Parente

PRACTICAL GUIDE FOR PARTICIPATION IN THE ANNUAL AND

Date: March 30, 2015

December 31, 2014 and on dividends;

To elect the members of the Board of Directors; and

To set the aggregate compensation amount payable in 2015 to members of the

board of directors and the board of executive officers.

The participation of the Shareholders in the General Meetings of the Company is of

ID of the shareholder or, if applicable, ID of

For Legal entities

association and the corporate documents

ID of the legal representative

Last funds consolidated regulation and its

For investment funds

ID of the legal representative

A.1. PERSONAL PARTICIPATION

A.2. POWER OF ATTORNEY

and encourage the participation of its shareholders

Internet the shareholder must

Shareholders not registered on the Assembleias Online

Step 3 Granting of power of attorney by electronic means:

Shareholders already registered on the Assembleias Online

A.2.2 Physical Power of Attorney

If you cannot be present at the Shareholders Meeting or cannot be represented by an

FORM OF POWER OF ATTORNEY

A.2.2.1 PRIOR REGISTRATION

A.3. PUBLIC PROXY REQUESTS

To receive Managements annual report, and to receive, review and

of Changes in Stockholders Equity, the Statement of Cash Flows, the Statement of

To consider the proposal on allocation of net income for the year

The net income of R$977,053,025.26 earned by BM&FBOVESPA in the fiscal year

R$781,642,000.00 for the mandatory dividends, which after offsetting the

R$185,941,000.00, which it is proposed to be distributed to the shareholders

R$195,411,025.26 for accrual of the statutory reserve for investments and

To elect the members of the Board of Directors.

The current Board of Directors of BM&FBOVESPA was elected in the Annual

Shareholders Meeting of 4/15/2013 to take office until the Annual Shareholders

Andr Santos Esteves, 47 years old, is a Brazilian citizen, married, systems

(vi) a Director of the Brazilian

Federation of Banks FEBRABAN; and (vii) member of the Board of Directors

Charles Peter Carey, 58 years old, is a United States Citizen, married,

Claudio Luiz da Silva Haddad, 68 years old, is a Brazilian citizen, married,

Jos de Menezes Berenguer Neto, 48 years old, is a Brazilian citizen,

Luiz Fernando Figueiredo, 51 years old, is a Brazilian citizen, married,

Luiz Nelson Guedes de Carvalho, 69 years old, is a Brazilian citizen, married,

Intergovernmental Group of Experts on International Standards of Accounting

Pedro Pullen Parente, 61 years old, is a Brazilian citizen, married, business

Antonio Carlos Quintella, 49 years old, is a Brazilian citizen, married,

Board of Directors of Fundao OSESP and sits on the Deliberative Council of

Denise Pauli Pavarina, 51 years old, is a Brazilian Citizen, divorced, banker,

Confederation of Financial Institutions - CNF, Director of Instituto BRAiN - Brasil

Eduardo Mazzilli de Vassimon, 57 years old, is a Brazilian citizen, economist,

Commerciales France in 1982. Since 2013 he has been an Executive Officer

Luiz Antonio de Sampaio Campos, 44 years old, is a Brazilian citizen,

To set the aggregate compensation amount payable in 2015 to

Proposal of Remuneration for Fiscal Year 2015 (R$M)

Annual Shareholders' Meeting - 03.30.2015 - Practical Guide

Annual Shareholders' Meeting - 03.30.2015 - Practical Guide