Investor Relations Department
São Paulo, SP
APR/2015
X
Public1
Forward Looking Statements
This presentation may contain certain statements that express the management’s expectations, beliefs and
assumptions about future events or results. Such statements are not historical fact, being based on currently
available competitive, financial and economic data, and on current projections about the industries BM&FBOVESPA
works in.
The verbs “anticipate,” “believe,” “estimate,” “expect,” “forecast,” “plan,” “predict,” “project,” “target” and other
similar verbs are intended to identify these forward-looking statements, which involve risks and uncertainties that
could cause actual results to differ materially from those projected in this presentation and do not guarantee any
future BM&FBOVESPA performance.
The factors that might affect performance include, but are not limited to: (i) market acceptance of BM&FBOVESPA
services; (ii) volatility related to (a) the Brazilian economy and securities markets and (b) the highly-competitive
industries BM&FBOVESPA operates in; (iii) changes in (a) domestic and foreign legislation and taxation and (b)
government policies related to the financial and securities markets; (iv) increasing competition from new entrants
to the Brazilian markets; (v) ability to keep up with rapid changes in technological environment, including the
implementation of enhanced functionality demanded by BM&FBOVESPA customers; (vi) ability to maintain an
ongoing process for introducing competitive new products and services, while maintaining the competitiveness of
existing ones; (vii) ability to attract new customers in domestic and foreign jurisdictions; (viii) ability to expand the
offer of BM&FBOVESPA products in foreign jurisdictions.
All forward-looking statements in this presentation are based on information and data available as of the date they
were made, and BM&FBOVESPA undertakes no obligation to update them in light of new information or future
development.
This presentation does not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall
there be any sale of securities where such offer or sale would be unlawful prior to registration or qualification
under the securities law. No offering shall be made except by means of a prospectus meeting the requirements of
the Brazilian Securities Commission CVM Instruction 400 of 2003, as amended.
2
REGULATION, HISTORY, BUSINESS MODEL AND CORPORATE GOVERNANCE
Safety, resilience and transparency
BRAZILIAN MARKET OPPORTUNITIES
Main growth drivers
MAIN GROWTH INITIATIVES
Building an State-of-the-art platform
MAIN GROWTH INITIATIVES
Investments, new products and focus on the customer
OPERATIONAL PERFORMANCE
Notable global exchange
FINANCIAL HIGHLIGHTS
Cost discipline and capital return to shareholders
4Q14 RESULTS
APPENDIX
3
Exchange sector
Safety and market integrity as priorities
Capital and derivatives markets in Brazil
Exchange market characteristics in Brazil
Stable and solid regulation
BVMF is the sole exchange, despite the
market being open for competitor since 2007
 CVM – Trade and post-trade
 BACEN – Post-trade , banks and
intermediaries
Main participants
 Intermediaries – local and international
brokers (linked to bank and independent)
Stocks exclusively traded through an exchange
(Dark pools, MTFs and internalization prohibit)
Identification of the final beneficial owner in
the entire trading and post-trading chain
 Listed companies
Derivatives trade predominantly through an
exchange and OTC derivatives must be
registered mandatorily
 Investors – institutionals, foreign and
individual (retail)
Securities lending mandatorily through a
central counter-party (CCP)
The exchange is responsible for oversight and
self-regulation of the markets in which it
operates
4
Why invest in BM&FBOVESPA?
A global exchange
1890:
Foundation of Bolsa
Livre (Bovespa's
predecessor)
1967:
Bovespa’s
Mutualization
1986:
Start of
BM&F
activities
Aug 2007:
Bovespa Hld
demutualization
Oct 2007:
Bovespa Hld
IPO (BOVH3)
Sep 2007: BM&F
demutualization
Nov 2007:
BM&F IPO
(BMEF3)
May 2008:
integration between BM&F and
Bovespa Hld and creation of
BM&FBOVESPA (BVMF3)
and R$5,8 billion on distributed earnings since 2008
“State-of-the-art” trading and post-trading
systems:R$1,5 billion invested in resilience,
Revenue diversification: trading and post-
Consolidated market position: dominant
trading services for stocks, derivatives, fixed income
and OTC
position in the domestic market and significant
presence in the global exchanges industry
Constantly seeking operational efficiency:
Reference in corporate governance
standards: cutting edge in adopting best practices
High dividend payer¹: +80% of the net income
investments in technology and cost growth below
inflation²
¹ Practice of the period and amount distributed from Jan/2008 to Sep/2014;
² Expenses adjusted to Company´s depreciation, stock granting plan – principal and social charges -, stock options plan, tax on
dividends from the CME Group, transfer of fines and provisions
strength and safety
to the market
5
Multi-asset and vertically integrated model
Value gained across most of the chain
Services for the whole chain
 Trading Platform: equities, derivatives, government and
corporate bonds, funds, spot FX, among others
EQUITY
 Post-trading Platform:
 Contraparte Central (CCP)
CASH
INTEREST
OPTIONS
 Settlement System (SSS)
FX
FUTURE
 Services for Issuers and Participants:
POST-TRADE
 Listing
CCP, SSS and CSD
TERMO
SWAP
 Central Depository (CSD)
 Trading access (brokers)
 Securities lending
COMMODITIES
REGISTRATION
CREDIT
 Custody for clubs and foreign investors (2689)
 Market Data (vendors)
 Indices Licensing
 Software Licensing
 OTC (derivatives and fixed income)
6
Multi-asset and vertically integrated model
Value gained across most of the chain
BRAZIL
USA
(Internalization of orders is forbidden)
(Internalization of orders is allowed)
Trading venues
TRADING
DTCC
Brokers A and B
Brokers A and B
Broker
A
Broker
B
POST-TRADING
CCP
SSS
CSD
Investors
Investors
Investors
Model 100% vertical: clearing,
settlement and central depository at
the FINAL BENEFICIAL OWNER LEVEL
Investors
Clearing, settlement and depository
occur at the brokerage houses
7
Corporate governance
Reference in corporate governance practices
Solid Governance Practices
Broadly Dispersed Shareholder Base
11%
Listed in Novo Mercado (voting shares only and
other shareholders’ rights, transparency, etc.)
7%
6%
Majority of the Board composed of independent
members (regulatory requirement)
5%
1%
Chairman is an independent member
Other Board members are linked to market
participants or strategic partner (CME);
although considered non-independent, are not
connected to controlling group or management
All Board members are not Company’s executive
Well-defined and solid Board of Directors and
Board’s Committees
Executive compensation system aligned with
Company’s performance and strategic
objectives, as well as with shareholders longterm interests
70%
Oppenheimer Funds (update in Mar. 2014)
Vontobel Asset Management (update in Feb. 2013)
CME Group Brasil (update in Dec. 2011)
BlackRock Funds (update in Apr. 2014)
Treasury stock (update in Feb. 2015)
Others (update in Feb. 2015)
Note: percentage ownership are estimated but may not represent exact figures due to different information dates
about largest shareholders’ positions
8
Corporate Governance
Multidisciplinary knowledge in conducting business
2013-15 Board of Directors Composition
Age
Years
in the
Board
Pedro Pullen Parente
Former Minister of State; Former CEO of Media and
Commodity Conglomerates
62
4
Claudio Luiz da Silva Haddad
Former CEO of Investment Bank; Founder and CEO of
Business School
67
6
Board Member
Highly qualified Board Members and well-functioning
Board’s Committees
Commitment and independence of Board of Directors
and Committees' members
Corporate Governance Profile - Board & Committee Summary
Committees
Antônio Quintela
Former CEO of CS Brasil and Americas; Portfolio Manager
49
-
Luiz Antônio de Sampaio Campos
Former Director of CVM; Lawyer
44
-
Luiz Fernando Figueiredo
Former Governor of the Central Bank; Portfolio Manager
51
2
Luiz Nelson Guedes De Carvalho
Former Central Bank and Sec. Commission Officer; Member
of IIRC and CPC/IASB; Professor of Accounting
69
André Esteves
CEO of BTG Pactual
Board
Audit
Nomination
and CG
Comp.
Risk
Brokerage
Industry
11¹
6
3
3
4
9
Independent Board
6
2
2
2
2
1
2
Market participant + Board
5¹
-
1
1
2
1
47
2
Independent Non-Board
-
4
-
-
-
-
Denise Pauli Pavarina
Bradesco executive; Chairwoman of Anbima
51
-
Market participant Non-Board
-
-
-
-
-
7
Eduardo Mazzilli de Vassimon
Director of Itaú e CRO of Itaú Holding
57
-
13
13
3
8
10
7
José Berenguer Neto
CEO of JP Morgan Brazil
48
2
90%
85%
100%
100%
83%
93%
Charles P. Carey
Former Chairman of CBOT; CME Group Board Member
59
Independent
members
# Members
# of meetings (2014)
Average attendance (2014)
Linked to
market participant or
strategic partner (CME)
3
Note: in the case of the Advisory Committee for the Securities Intermediation Industry the statistics
regarding number of meetings and attendance considered the previous composition with 6 members,
including two Board members. This change was implemented in Feb 2015.
¹ There is currently a vacant position since one market participant board member resigned on Feb 11, 2015.
9
Corporate Governance
Multidisciplinary knowledge in conducting business
Management and Internal Governance
Board of
Directors
HR, Marketing
and Education
Corporate
Risk
CEO
Edemir Pinto
Sustainability
and Press
Internal Audit
CFO
Daniel Sonder
COO
Cícero Vieira
CIO
Luis Furtado
CPO
Eduardo Guardia
Financial, Legal,
IR and Issuer
Development
Trading, Risk
Management,
Clearing,
Settlement,
Depository,
BVMF Bank and
Market
Participants
Relationship
Trading, Posttrading, PMO,
New Products,
Infrastructure,
Mid- Back-Office
Systems
Products and
Business
Development,
Comercial
Relations (issuers
and investors)
and International
Offices
4 MD´s
6 MD´s
6 MD´s
5 MD´s
Internal Working Groups
Advisory Committees
Market Advisory
Chambers
Management (5 Executives + 25MDs)
Responsible for implementing the guidelines
established by the Board or Directors, executing the
strategic plan, monitoring and executing the Company’s
operations
Internal Working Groups (budget, products and
services, projects, others)
This internal working groups are important components
of the Company’s corporate governance, monitoring
the budget process and establishing priorities for
products, services and projects development, among
other things
Advisory Committees (market and credit risks,
corporate risk, sustainability, conduct code, business
continuity, others)
Multidisciplinary internal groups that address and
monitor important business and issues of the Company
Advisory Chambers (commodities, listing, equities,
fixed income, FX, derivatives, others)
Several open channels with investors, market
participants and companies which collaborate to
develop and improve products and services, as well as
to suggest better practices
10
BM&FBOVESPA’s Sustainability Policy
Approved by the Board of Director
11
REGULATION, HISTORY, BUSINESS MODEL AND CORPORATE GOVERNANCE
Safety, resilience and transparency
BRAZILIAN MARKET OPPORTUNITIES
Main growth drivers
MAIN GROWTH INITIATIVES
Building an State-of-the-art platform
MAIN GROWTH INITIATIVES
Investments, new products and focus on the customer
OPERATIONAL PERFORMANCE
Notable global exchange
FINANCIAL HIGHLIGHTS
Cost discipline and capital return to shareholders
4Q14 RESULTS
APPENDIX
12
Opportunities in the Brazilian market
BM&FBOVESPA is ready to capture future growth
Growth opportunities in the Brazilian
equities and derivatives markets
EQUITIES MARKET
Portfolio diversification: diversification of institutional investors’
portfolios with a higher participation of equities
Retail investors: small number of retail investors and growth of the
middle class
Listed companies: low number of listed companies, while important
sectors are not adequately represented on the exchange
DERIVATIVES MARKET
Growth of credit and fixed-rate government debt: higher demand for
hedging from financial institutions and institutional investors
Growth of foreign trade: higher demand for hedging through FX
contracts
Equities market development: growth in demand for index-based
contracts
OTC derivatives: capital requirements (Basel) should benefit OTC
transactions through a CCP
13
Investors’ exposure to equities is low
Investors’ portfolio opportunities shifting to equities
Investors’ portfolios are highly
concentrated in fixed income
Investment Funds’ AUM (in BRL billion)
Funds’ AUM evolution (in BRL billion). Global average of 40% for
equities
• Historically high interest rates
• Low level of sophistication of pension funds and
some asset managers
• Lack of knowledge about the equity market,
combined with retail investors’ fixed-income
mindset
Number of Custody Accounts (in thousands)
Number of retail investors represents only 0.3% of the
population (lower than global average)
Sources: BM&FBOVESPA, ANBIMA and ABRAPP. ¹ Feb/15
Pension Funds’ AUM (in BRL billion)
Participation of equities in the portfolio of pension funds
14
REGULATION, HISTORY, BUSINESS MODEL AND CORPORATE GOVERNANCE
Safety, resilience and transparency
BRAZILIAN MARKET OPPORTUNITIES
Main growth drivers
MAIN GROWTH INITIATIVES
Building an State-of-the-art platform
MAIN GROWTH INITIATIVES
Investments, new products and focus on the customer
OPERATIONAL PERFORMANCE
Notable global exchange
FINANCIAL HIGHLIGHTS
Cost discipline and capital return to shareholders
4Q14 RESULTS
APPENDIX
15
BM&FBOVESPA IT, Risk and Operating Development
Building a state-of-the-art platform to boost market growth
High performance: high availability, submilliseconds latency, low standard deviation
BM&FBOVESPA is investing
more than R$ 1.6 billion (2010 2016) to build state-of-the-art
IT, Risk and Operating
infrastructure
Operational leverage: easily scalable capacity
Capital efficiency for clients
Capital efficiency for clients: integrated
risk calculation (equities and derivatives OTC and listed); and unification of
settlement windows
Attract and retain clients and
strengthen relationship with
intermediaries
Rationalization and standardization of
rules, procedures and requirements
Capital efficiency for clients: integrated
risk calculation (OTC and Exchange Traded
Derivatives)
Development of markets and
products
OTC MARKET
Operational leverage for
BM&FBOVESPA
Innovate and enhance market
robustness ahead of regulatory
demands
The implementation of IPN/CORE depends the approval of the regulators.
NEW
DATA CENTER
Customer relationship: strengthening
relationships and adding revenue with
little marginal expenses
Long-term IT sustainability: significant
capacity to expand co-location and own
systems
Customer relationship: able to host
participants and clients’ infrastructure
16
PUMA Platform
High availability and performance
RESILIENCE AND AVAILABILITY
625 uninterrupted trading days*
* Until Mar 31, 2015
Capacity and resilience of the
system tested in times of high
volatility and message peaks
Bovespa segment
The entire trading infrastructure must be
adequately sized for peak message traffic:
 Bovespa Segment– Apr. 29th
 Peak of msgs/min: 619,063
 Average msgs/min: 60,000 - 70,000
BM&F segment
 BM&F Segment – Aug. 13th
 Peak of msgs/min: 85,388
 Average msgs/min: 7,000 - 8,000
17
Clearinghouses’ Integration and New Risk Model (CORE)
Post-trade environment evolution
Organization of the post-trade
environment by types of assets/products
Organization of the post-trade
environment by process
Equities, ETFs,
BDRs
4 rulebooks and
4 manuals.
Other products
and assets
4 participant
structures
4 distinct
environments /
IT architectures
4 settlement
windows and 4
multilateral
balances
4 systems /
back-office
processes
Government
Bonds
Rules and Manuals
Structure of market participants
Participants and customer registration
OTC
derivatives
Allocation and transfer
Corporate
fixed income
Position control
Clearing and settlement
4 systems /
processes for risk
management
4 registration
systems for
participants and
clients.
4 pools of
collateral
Risk management
Pool of collateral
Securities
lending
Interbank spot
foreign
exchange
Futures, options,
forwards
Exchange and market
participation cost
reduction
Liquidity management
improvement
More efficient
allocation of capital by
investors
Operational and
technological risk
reduction
18
Clearinghouses’ Integration and New Risk Model (CORE)
Post-trade environment evolution
What we did
The achievements
Aug’14: derivatives phase of the new
BM&FBOVESPA Clearinghouse and of
the new risk model CORE
What were the challenges
 400 employees involved
 46 legacy systems were deprecated
and 31 new other were installed
 +65 market participants (the
majority adopts SINACOR)
4Q15: expected conclusion of the IT
development of the equities phase
Roughly R$20 billon released in
collateral
 The development will be followed
by the certification and parallel
production processes
 R$15 billion reduction in required
collateral
 Launching will depend on tests
results and regulatory approval
 R$5 billion increase to the value of
deposited collateral
 R$12 billion withdrawn in the early
days of activity
 11 parallel production cycles
Almost 6 months since the launching
CORE - complexity and sophistication
 Calculate and process +1.3bn
instrument prices
 We have built a dedicated
simulation environment, meeting
demands from market participants
What is next
 Very high availability
 Serving participants and clients with
high quality services
 Delivering efficiency
What were the challenges
 Integration with the CSD
 Settlement of securities
(restrictions, failures, integration
with securities lending system)
 Covered options and forward
transactions
 Corporate actions treatment
 Settlement window unification
 Risk – more risk factors, higher
volume of calculations
19
REGULATION, HISTORY, BUSINESS MODEL AND CORPORATE GOVERNANCE
Safety, resilience and transparency
BRAZILIAN MARKET OPPORTUNITIES
Main growth drivers
MAIN GROWTH INITIATIVES
Building an State-of-the-art platform
MAIN GROWTH INITIATIVES
Investments, new products and focus on the customer
OPERATIONAL PERFORMANCE
Notable global exchange
FINANCIAL HIGHLIGHTS
Cost discipline and capital return to shareholders
4Q14 RESULTS
APPENDIX
20
Products and Services Development
Focus on the customers’ demands and needs
Long-term development of products, markets and services
Greater liquidity for listed products
 Development of infrastructure for expansion of MM and HFT activity
 Capital efficiency generated by CORE enables/encourages the realization of new strategies
 Development of the securities lending platform
 Marketing listed products and attracting new customers
Expanding the retail investor base
 Incentive program with market participants
 Expanding the portfolio to attend to the investment profile of individuals (Tesouro Direto, ETFs,
FIIs ...)
 Discussion about tax treatment simplification in the equities market
Capture of institutional investors’ diversification into foreign securities
 Listing of foreign securities (non-sponsored BDRs and Foreign Index ETF)
 Cross-listing of futures contracts
21
Products and Services Development
Focus on the customers’ demands and needs
Long-term development of products, markets and services
Greater number of listed companies
Discussions with the Government to encourage and facilitate IPOs by SMEs





Law 13.043 grants exemption on capital gains for eligible SME’s investors until 2023
Creation of investment fund with proper structure to invest in SMEs
Reduction of maintenance and public offer cost for listed companies
Include stocks in the roll of restricted public distribution efforts
BNDES support to foster IPOs on BOVESPA MAIS
Fixed Income and OTC markets (product, market and revenue diversification)
 Securities registration: (i) marketing of already-available products (CDB, LCA, LCI and COE); ii)
new products (CDB - new types, Financial Bills, COE - physical delivery and repos)
 OTC Derivatives: (i) benefits of CORE; (ii) SWAPs and Flexible Options migration to the new
platform (flexibility and operational efficiency); and (iii) development of SWAPs with cash flow
 Corporate bonds: (i) acceptance of securities with restricted distribution efforts (ICVM 476);
and (ii) migration of trading to PUMA
Constant fee structure and incentive improvements
 Use of pricing policies and incentives as important tools for the development of products,
markets and services, as well as alignment with market participants
 Review and monitoring of existing pricing and incentives policies
22
REGULATION, HISTORY, BUSINESS MODEL AND CORPORATE GOVERNANCE
Safety, resilience and transparency
BRAZILIAN MARKET OPPORTUNITIES
Main growth drivers
MAIN GROWTH INITIATIVES
Building an State-of-the-art platform
MAIN GROWTH INITIATIVES
Investments, new products and focus on the customer
OPERATIONAL PERFORMANCE
Notable global exchange
FINANCIAL HIGHLIGHTS
Cost discipline and capital return to shareholders
4Q14 RESULTS
APPENDIX
23
Bovespa Segment
Operational highlights
AVERAGE DAILY TRADING VALUE – ADTV (BRL billion)
AVERAGE ANNUAL MARKET CAP (BRL trillion)
TURNOVER VELOCITY² (12 months average)
¹
¹Updated to March 31, 2015. ²Ratio of cash market trading volume to the market cap of the exchange.
24
BM&F Segment
Operational highlights
AVERAGE DAILY TRADED VOLUME – ADV (thousands of contracts)
REVENUE PER CONTRACT - RPC (BRL)
2007
2008
2009
2010
2011
2012
2013
2014
2015¹
M-14
A-14
M-14
J-14
J-14
A-14
S-14
O-14
Interest rates in BRL
0.950 1.141 0.979 0.889 0.918 1.004 1.046 1.120
1.185
1.105
1.185
1.211
1.168
1.152
1.177
1.090
FX rates
1.859 2.065 2.161 1.928 1.894 2.205 2.535 2.669
3.121
2.616
2.555
2.594
2.659
2.619
2.578
2.464
Stock Indices
1.501 2.145 1.620 1.564 1.614 1.524 1.761 1.774
2.120
1.597
1.834
1.601
2.095
1.527
1.863
Interest rates in USD
0.965 1.283 1.357 1.142 0.941 1.015 1.231 1.294
1.678
1.553
1.275
1.300
1.332
1.156
Commodities
3.195 3.587 2.307 2.168 2.029 2.239 2.534 2.390
2.551
2.683
2.587
2.883
2.223
2.152
Mini contracts
0.054 0.162 0.176 0.128 0.129 0.116 0.119 0.117
0.149
0.119
0.118
0.120
0.123
OTC
2.111 2.355 1.655 1.610 1.635 1.769 1.409 2.092
2.836
1.155
1.501
2.679
3.027
Total RPC
1.224 1.527 1.365 1.134 1.106 1.191 1.282 1.350
1.489
1.393
1.411
1.406
1.431
¹Updated to March 31, 2015. ²Ratio of cash market trading volume to the market cap of the exchange.
N-14
D-14
J-15
F-15
M-15
1.076 1.226 1.192
1.165
1.222
1.172
2.654 2.980 3.173
3.007
3.048
3.158
1.477
1.721 1.628 2.119
1.842
2.422
1.994
1.250
1.240
1.264 1.078 1.461
1.557
1.645
1.797
2.084
2.315
2.295 2.510 2.631
2.342
2.260
3.020
0.120
0.115
0.107
0.113 0.120 0.118
0.128
0.150
0.164
3.862
3.236
2.069
1.911 1.517 2.689
2.286
1.967
3.077
1.335
1.373
1.249
1.284 1.405 1.481
1.417
1.524
1.493
25
Investor participation in volumes
Equities and derivatives segments
BOVESPA SEGMENT (EQUITIES)
BM&F SEGMENT (DERIVATIVES)
¹Updated to March 31, 2015. ²Ratio of cash market trading volume to the market cap of the exchange.
26
REGULATION, HISTORY, BUSINESS MODEL AND CORPORATE GOVERNANCE
Safety, resilience and transparency
BRAZILIAN MARKET OPPORTUNITIES
Main growth drivers
MAIN GROWTH INITIATIVES
Building an State-of-the-art platform
MAIN GROWTH INITIATIVES
Investments, new products and focus on the customer
OPERATIONAL PERFORMANCE
Notable global exchange
FINANCIAL HIGHLIGHTS
Cost discipline and capital return to shareholders
4Q14 RESULTS
APPENDIX
27
Income Statement
History of income statement results (consolidated)
(in BRL thousand)
2009
2010
2011
2012
2013
2014
Net revenue
1,510,569
1,898,742
1,904,684
2,064,750
2,126,638
2,030,433
Expenses
(569,832)
(633,504)
(816,664)
(763,080)
(790,814)
(804,070)
(446,677)
(543,881)
(584,521)
(563,487)
(575,763)
(592,349)
940,737
1,265,238
1,088,020
1,301,670
1,335,824
1,226,363
Operating margin
62.3%
66.6%
57.1%
63.0%
62.8%
60.4%
Equity method result
-
38,238
219,461
149,270
171,365
212,160
245,837
289,039
280,729
208,851
180,695
208,157
Income before taxation of profit
1,186,574
1,592,515
1,588,210
1,659,791
1,687,884
1,646,680
Income tax and social contribution
(304,505)
(448,029)
(539,681)
(585,535)
(606,588)
(660,959)
881,050
1,144,561
1,047,999
1,074,290
1,080,947
977,053
1,223,761
1,586,374
1,545,627
1,612,136
1,609,769
1,478,653
0.6104
0.7929
0.7932
0.8351
0.8389
0.8048
Adjusted expenses
Operating income
Financial result
Net income¹
Adjusted net income
Adjusted EPS (BRL)
¹Attributable to shareholders of BM&FBOVESPA.
28
Revenue breakdown
Diversified revenue sources as a differential
REVENUE BREAKDOWN (4Q14)
MAIN LINES DYNAMICS
 Equities and equities derivatives:
 Market Capitalization of listed companies
 Level of activity in the market (turnover velocity)
 Type of investors
Total revenue:
R$592.8
million
 Type of operation and asset traded
 Financial and commodities derivatives:
 Type of contract traded
 Type of investors
 Type of operation
 BRL/USD quote
 Other
 Number of investors/account in the depository
 Market Capitalization of listed companies
 Type of investors
 Number and type of users of the data signal
 BRL/USD quote
29
Adjusted¹ expenses and investment budget
Focus on cost control and investments phase
ADJUSTED EXPENSES BUDGET
 Focus on expenses control offset most of the inflationary adjustments
over the past years
(in BRL million)
 2014 vs. 2013: 2.88%
IPCA 2014: 6.41%²
 2015e vs. 2014: 1.71%4
IPCA (average) 2015e: 6.50%³
 CAGR 2010-15e: 2.07%4
IPCA (average) 2010-15e: 6.23%³
INVESTMENTS BUDGET:
 The CAPEX program initiated in 2010 renewed the Company's IT,
operations and service platform
(in BRL million)
 Review of 2015 budget: from
R$190 – 220 million to R$200 –
230 million
 Update of the timeline and budget
of the Company’s main projects
 Capex is expected to decline in
2016
 2016e: R$165 – 195 million
¹ Expenses adjusted to Company´s depreciation, stock granting plan – principal and social charges -, stock options plan, tax on dividends from the CME Group, transfer of fines and provisions. ² IPCA for
2014 released by IBGE ³ IPCA for 2015 based on market expectations released by the Central Bank in Dec. 05, 2014; 4 Considers the mid-point of 2015 budget and high point 2014 budget
30
Expenses Breakdown
Pursuit of greater efficiency and controlling expenses
Prioritization of activities, review of contracts and enhancement of
processes has resulted in greater efficiency
1.8%
Third party
services
-12.8%
-19.5%
Marketing
-23.8%
-29.6%
-20.6%
-26.7%
Total
Personnel ¹
Data
processing
10.2%
Real Change²
48.5%
12.5%
Data
processing
-4.3%
Nominal
Change
19.7%
-14.3%
1,8%
Third party
services
Total
Personnel ¹
2.8%
(in R$ millions)
2014 vs. 2010
-17.3%
-40.8%
Marketing
Real Change²
-73.3%
-80.9%
Communicat.
Nominal
Change
Communicat.
2014 vs. 2013
-48.2%
-62.9%
(in R$ millions)
¹ Includes personnel expenses and capitalization and excludes stock option and bonus expenses, ² Calculated based on the annual wage increase between 2010 and
2014 for personnel expenditure and the IPCA of services accumulated from Jan 2011 to Dec 2014 for the other lines of expenses
31
Financial Highlights
Financial solidity combined with return of excess capital to shareholders
Distribution of most of the cash generation, reaffirming the
commitment to return capital to shareholders
Payout
(% of GAAP earnings)
2009: 80%
2010: 100%
2011: 87%
2012: 100%
2013: 80%
2014: 80%
+
Share Buyback
More than 13% of freefloat repurchased in
almost 7 years (2H082014)
Cash Generation after Investments and Interest Payments
(Accumulated ¹ between Jan 2009 and Dec 2014, in R$ million)
Cash Position²
R$2,117 MM
Indebtedness
R$1,666 MM
Rating
Moody’s
Baa1 (issuer global scale)
Baa2 (issuer BR scale)
Baa1 (global notes)
S&P
BBB (counterparty cred.)
A-2 (issuer)
¹Data of BM&FBOVESPA (not consolidated): excludes variation in financial transactions and collateral pledged by participants, proceeds raised in connection with the acquisition of CME
Group shares in 2010. ²Data from Dec 2014 and excludes third party resources (investors‘ collateral, resources deposited in the BM&FBOVESPA Bank and others).
32
REGULATION, HISTORY, BUSINESS MODEL AND CORPORATE GOVERNANCE
Safety, resilience and transparency
BRAZILIAN MARKET OPPORTUNITIES
Main growth drivers
MAIN GROWTH INITIATIVES
Building an State-of-the-art platform
MAIN GROWTH INITIATIVES
Investments, new products and focus on the customer
OPERATIONAL PERFORMANCE
Notable global exchange
FINANCIAL HIGHLIGHTS
Cost discipline and capital return to shareholders
4Q14 RESULTS
APPENDIX
33
4Q14 and 2014 Highlights
Returning capital to shareholders and delivering on the strategic plan
4Q14 vs. 4Q13
2014 Highlights
Total revenue: R$592.8 MM (+13.4%)
Financials
Total revenue: R$2,246.5 MM (-5.0% )
Adj. expense¹: +2.9%, considerably below average inflation
Net income: R$977.1 MM (-9.7%)
Adj. net income²: R$1,478.7 MM (-8.1%)
Adj. EPS²: R$0.805 (-4.1%)
REFIS: net impact of R$63.1 MM (one-off charge in 3Q14)
 BM&F seg.: R$217.7 MM (+10.3%)
 Bovespa seg.: R$272.3 MM (+23.1%)
 Others: R$102.9 MM (-1.5%)
Net revenue: R$533.4 MM (+12.4%)
Adj. expense1: R$174.9 MM (+3.8%)
Operating income: R$283.1 MM (+27.2%)
Net income: R$232.4 MM (+27.6%)
Adj. net income2: R$373.2 MM (+9.2%)
Adj. EPS²: R$0.204 (+13.7%)
EBITDA3: R$375.2 MM (+28.0%)
EBITDA margin: 70.3%
Returning capital to shareholders
Payout: R$781.6 MM (80% of the GAAP net income)
Share buyback: R$936.6 MM (4.8% of the free-float)
Delivering on the strategic plan
Clearinghouses integration: live in derivatives (Aug’14)
New data center: construction concluded (1H14)
Fixed income: securities registration platform (Mar’14)
Prices and incentives: changes and improvements(2H14)
SMEs: incentives to access the capital market (2H14)
1 Excludes depreciation, stock grant plan – principal and social charges -, stock options plan, tax on dividends from the CME Group, transfer of fines collected, provisions and discontinued operations. ² Excludes
deferred taxes recognized in correlation with temporary differences from amortization of goodwill for tax purposes, stock options plan cost, investment in associate (CME Group) accounted under the equity
34
method of accounting, net of taxes related to dividends and taxes paid overseas to be compensated. ³ According to CVM Rule 527/12 that does not exclude equity method accounting.
BM&F Segment Performance
Higher ADV of mini contracts and interest rate in USD
4Q14 vs. 4Q13
ADV AND AVERAGE RPC
ADV: 2.56 MM contracts; +14.7%
(ADV in millions of contracts and RPC in R$)
Mini contracts: +106.1%
Interest rate in USD: +51.3%
Contracts with RPC referred in USD represented ~30% of the ADV
and ~51% of the revenue in BM&F segment in 4Q14
Equity-based indices: +49.1%
RPC: -4.9% (mix effect)
Higher participation of mini contracts (cheaper than
average) and HFTs (discounts)
2014 vs. 2013
ADV: 2.58 MM contracts; -9.3%
Interest rate in R$: -23.7%
Interest rate in USD: +40.9%
RPC AND FX RATE
(in R$)
Mini contracts: +49.2%
RPC: +5.3% (mix effect and FX rate)
Interest rate in R$: lower participation in overall ADV; and
volumes concentrated in longer maturities (higher RPC)
FX and Interest rate in USD: Real depreciation vs. USD
pushed RPC up
¹Average PTAX rate (R$/US$) in the period (using the end of each month).
35
Bovespa Segment Performance
Volumes from options on indices expiration impacted margins
4Q14 vs. 4Q13
ADTV AND TRADING/POST-TRADING MARGINS
ADTV: R$8.65 bn (+30.7%)
Turnover Velocity: 87.5% vs. 64.4% in 4Q13
Average market cap.: -3.8%
Margin: 5.012 bps vs. 5.322 bps (-5.8%)
Extraordinarily high volumes connected to the exercise
of options on indices (fees are not applied to a
significant portion of those)
Higher participation of day traders
2014 vs. 2013
ADTV: R$7.29 bn (-1.7%)
MARKET CAPITALIZATION AND TURNOVER VELOCITY
Turnover velocity: roughly flat
Average market cap.: roughly flat
Margin: 5.287 bps vs. 5.423 bps (-2.5%)
Changes in fee policies in 2013
Higher participation of day traders
Volumes connected to the exercise of options on
indices
36
36
4Q14 Revenue Breakdown
Diversified revenue base
THE BUSINESS MODEL STRENGTH
The diversified revenue base provided by our business
model becomes particularly relevant in an more
challenging environment and should help to preserve
our robust financial profile
REVENUE FROM DERIVATIVES
(BM&F + BOVESPA) REPRESENTED
41.5% DO TOTAL
40.3%: Cash market
6.4%: Trading
33.9%: Post-trading
5.0%: Stock and indices derivatives¹
36.5%: Financial/commodity derivatives¹
Total Revenue
R$592.8 MM
14.5%: Brazilian real interest rate contracts
14.7%: FX contracts
3.4%: USD interest rate contracts
3.9%: Other financial/commodity derivatives
18.2%: Other revenue
3.4%: Securities lending
3.1%: Depository, custody and back-office
3.0%: Vendors
2.0%: Listing
1.6%: Trading access
37
¹ Includes trading and post-trading.
4Q14 Expenses Breakdown
Impacts from non-recurring expenses; growth below inflation
ADJUSTED EXPENSES (4Q14 vs. 4Q13)
(in R$ millions)
Adjusted expenses: +3.8%
Adjusted personnel: -1.9%
 Headcount reduction
 Higher capitalization of personnel costs connected
to projects
Data processing: +35.7%
 Non-recurring payment of R$9.5 MM for upgrade
rights of PUMA Platform
Third party services: -32.4%
 Non-recurrence of success fee payment of R$8.0
million for legal advisors in the 4Q13
Others: +28.5%
 Transferring of R$9.3 MM to BSM to fund its
activities
Results of discontinued operations (Bolsa Brasileira de Mercadorias – BBM)
BM&FBOVESPA discontinued in December 2014 the partnership with Brazilian Commodities Exchange (BBM), writing off
its equity stake (50.1%) in this company. As a consequence, we had a negative result of R$7.4 MM in 4Q14 and R$7.8 MM
in 2014
In order to preserve comparability with the adjusted expense guidance and previous periods, the adjusted expenses for
4Q14 and 2014 include R$0.88 MM and R$5.16 MM, respectively, registered under results of discontinued operations
38
*Include expenses with maintenance in general, taxes (ex dividends) from CME Group, board and committee members compensation and others (ex provisions).
Expenses Control Discipline
Delivering efficiency through a diligent expense management
ADJUSTED EXPENSES
(in R$ millions)
∆: +2.9%
∆: +7.5%
∆: +6.5%
∆: -3.6%
∆: +5.8%
∆: +2.2%
∆: +6.4%
∆: +5.9%
2010 - 2014
∆: +8.9%
∆: +27.0%
Between 2010 and 2014,
adjusted expenses fell 14.3% in
real terms
Adj. expenses corrected by inflation¹
WHAT EXPECT
FOR 2015
Adjusted expenses budget: between R$590 million and R$615 million
Change from 2014 should vary between -0.4% and +3.8%
Growth significantly bellow expected inflation
39
¹ Corrected by IPCA.
Financial Highlights
Consistently returning capital to shareholders, while preserving financial robustness
CASH AND FINANCIAL INVESTMENTS
(in R$ millions)
RETURNING CAPITAL TO SHAREHOLDERS
Payout
Maintaining consistency in paying out at least 80% of the
GAAP net income
 R$185.9 MM in 4Q14 (shareholders’ position of April 15)
 R$781.6 MM in 2014
Share buyback
 2014: 90 MM shares (R$936.6 MM) repurchased, 4.8%
of the free-float
 4Q14: 23 MM shares (R$228.5 MM)
 New program: up to 60 MM shares in 2015
 85 MM shares canceled (current share count 1.815 bi)
INVESTIMENTS (CAPEX)
FINANCIAL RESULT
4Q14: R$86.7 MM (R$240.2 MM in 2014)
Financial result reached R$54.1 MM, an increase of
5.0% from 4Q13, mainly explained by 14.5% higher
financial revenue, that was partially offset by a 29.9%
increase in financial expense
 2014: R$230 – 260 MM
CAPEX budget ranges
 2015: R$200 – 230 MM
 2016: R$165 – 195 MM
¹ Includes earnings and rights on securities in custody.
² Includes third party collateral at BM&FBOVESPA Settlement Bank (Banco BM&FBOVESPA).
40
Strategic Developments
Delivering on the strategic plan
Building a world-class IT and
operations infrastructure
Products/markets development
priorities
BM&FBOVESPA Clearinghouse
Listed products
Aug’14: deployment of the first phase (derivatives)
of the new BM&FBOVESPA Clearinghouse and of the
new risk model CORE
New market makers for options and futures
4Q15: expected conclusion of the IT development of
the equities phase (launching will depend on tests
results and regulatory approval)
Foreign securities (non-sponsored BDRs, ETFs and futures)
New inflation-linked futures
Launching of the fixed income EFTs
Partnership with S&P to develop new indices
Securities lending
PUMA Trading System
575 days without any interruption
Sec lending development by attracting more lenders
(attraction of local pension funds and foreign investors)
Fixed income and OTC
Securities registration: structured notes (COE) with physical
delivery, new time deposits (CDB) and financial bills (LF)
New Data Center
OTC derivatives: SWAPs and flexible options
2014: conclusion of the construction
Tesouro Direto
2015: beginning of the moving process
New features and improvements and incentives for the
distribution channel
41
Bovespa Segment Performance
Margins negatively impacted by the exercise of options on indices
Fee policy for exercise of options on indices
The trading and post-trading fees apply only on the spread
 Spread: difference between market price and strike price (notional of overall open positions)
Actual ADTV and
margins
ADTV 4Q14 vs. 4Q13: +30.7%
Margin 4Q14 vs. 4Q13: -5.8%
Normalized ADTV and
margins (excluding the
not charged portion)
ADTV 4Q14 vs. 4Q13: +25.0%
Margin 4Q14 vs. 4Q13: -1.5%
42
42
Growth Products
Increasing revenue diversification
REVENUE GROWTH OF SELECTED PRODUCTS
Products well accepted by clients, with continuous developments to maintain growth
trend







Securities Lending
Tesouro Direto
Market maker for options on single stocks
Exchange traded funds (ETF)
Agribusiness credit bills (LCA)
Real estate investment funds (FII)
Non sponsored Brazilian Depositary Receipts (BDRs N1 NP)
CAGR
(2010-14):
+22.5%
(In R$ millions)
43
43
Financial Statements
Summary of Balance Sheet (Consolidated)
ASSETS
LIABILITIES AND SHAREHOLDERS´EQUITY
(in R$ millions)
12/30/2014 12/31/2013
(in R$ millions)
2,785.2
4,319.5
500.5
1,196.6
Collateral for transactions
1,962.3
2,853.4
Others
322.5
269.5
22,753.0
21,577.2
1,797.3
1,135.4
1,392.8
820.8
404.6
314.6
3,761.3
3,346.3
421.2
423.2
16,773.2
16,672.3
Others
Goodwill
16,064.3
16,064.3
Minority shareholdings
Total Assets
25,538.3
25,896.7 Liabilities and Shareholders´ eq.
Current assets
Cash and cash equivalents
Financial investments
Others
Non-current assets
Long-term receivables
Financial investments
Others
Investments
Property and equipment
Intangible assets
Current liabilities
12/30/2014 12/31/2013
1,891.8
2,710.8
1,321.9
2,073.0
569.9
637.9
Non-current liabilities
4,658.0
3,886.9
Foreign debt issues
1,619.1
1,426.2
2,859.3
2,295.8
179.6
165.0
18,988.4
19,298.9
2,540.2
2,540.2
15,220.4
16,056.7
1,218.9
687.3
9.0
14.7
25,538.3
25,896.7
Deferred Inc. Tax and Social
Contrib.
Others
Shareholders´ equity
Capital stock
Capital reserve
44
Financial Statements
Net income and adjusted expenses reconciliations
ADJUSTED NET INCOME RECONCILIATION
4Q14
GAAP net income*
Stock options plan
Deferred tax liabilities
Equity in income of investees (net of taxes)
Recoverable taxes paid overseas
Adjusted net income
232.4
7.0
138.6
34.7
29.8
373.2
Change
Change
Change
3Q14
2014
2013
4Q14/4Q13
4Q14/3Q14
2014/2013
182.1
27.6%
238.4
-2.5%
977.1 1,081.5
-9.7%
6.8
3.4%
7.3
-4.6%
28.8
28.1
2.4%
138.9
-0.2%
138.6
0.0%
554.6
555.6
-0.2%
3.3
937.5%
43.7
-20.7%
162.7
120.4
35.2%
17.4
71.2%
16.7
78.9%
81.0
64.8
24.9%
341.9
9.2%
357.4
4.4% 1,478.7 1,609.8
-8.1%
4Q13
* Attributable to BM&FBOVESPA shareholders.
ADJUSTED EXPENSES RECONCILIATION
4Q14
Total Expenses
Depreciation
Stock options plan
Tax on dividends from the CME Group
Provisions
Disc. BBM
Adjusted Expenses
250.4
(32.1)
(7.0)
(32.8)
(4.4)
0.9
174.9
4Q13
251.8
(31.2)
(6.8)
(36.2)
(10.8)
1.6
168.4
Change
4Q14/4Q13
-0.6%
2.9%
3.4%
-9.3%
-59.4%
3.8%
3.8%
3Q14
192.0
(29.5)
(7.3)
(5.8)
(4.3)
1.7
146.8
Change
4Q14/3Q14
30.4%
9.0%
-4.6%
469.5%
2.7%
19.1%
19.1%
2014
804.1
(119.1)
(28.8)
(49.4)
(19.5)
5.2
592.3
2013
790.8
(119.5)
(28.1)
(51.0)
(22.5)
6.1
575.8
Change
2014/2013
1.7%
-0.3%
2.4%
-3.1%
-13.1%
2.9%
2.9%
45
Financial Statements Summary
SUMMARY OF INCOME STATEMENT (CONSOLIDATED)
(in R$ millions)
Net revenues
4Q14
4Q13
Change
Change
3Q14
4Q14/4Q13
4Q14/3Q14
2014
2013
Change
2014/2013
533.4
474.4
12.4%
544.5
-2.0%
2,030.4
2,126.6
-4.5%
(250.4)
(251.8)
-0.6%
(192.0)
30.4%
(804.1)
(790.8)
1.7%
283.1
222.6
27.2%
352.5
-19.7%
1,226.4
1,335.8
-8.2%
53.1%
46.9%
614 bps
64.7%
-1.167 bps
60.4%
62.8%
-241 bps
Equity in income of investees
67.5
39.5
70.7%
49.5
36.4%
212.2
171.4
23.8%
Financial result
54.1
51.5
5.0%
47.0
14.9%
208.2
180.7
15.2%
Net income*
232.4
182.1
27.6%
238.4
-2.5%
977.1
1,081.5
-9.7%
Adjusted net income
373.2
341.9
9.2%
357.4
4.4%
1,478.7
1,609.8
-8.1%
Adjusted EPS (in R$)
0.204
0.180
13.7%
0.195
4.5%
0.805
0.839
-4.1%
(174.9)
(168.4)
3.8%
(146.8)
19.1%
(592.3)
(575.8)
2.9%
Expenses
Operating income
Operating margin
Adjusted expenses
* Attributable to BM&FBOVESPA shareholders.
46
REGULATION, HISTORY, BUSINESS MODEL AND CORPORATE GOVERNANCE
Safety, resilience and transparency
BRAZILIAN MARKET OPPORTUNITIES
Main growth drivers
MAIN GROWTH INITIATIVES
Building an State-of-the-art platform
MAIN GROWTH INITIATIVES
Investments, new products and focus on the customer
OPERATIONAL PERFORMANCE
Notable global exchange
FINANCIAL HIGHLIGHTS
Cost discipline and capital return to shareholders
4Q14 RESULTS
APPENDIX
47
High growth products
Growing sophistication of market participants
 Initiatives to develop and prompt higher volume in certain products
 Performance shows that the initiatives are being well received by the market
Options with Market Maker
Real Estate Funds (FIIs)
(ADTV in BRL million)
(ADTV in BRL million)
Securities Lending
(Open Interest - average for the period - in BRL billion)
+43.9%
CAGR(09-15): + 64.5%
ETFs
(ADTV in BRL million)
CAGR (10-15): +32.4%
¹Updated to March 31,2014, ² Updated to February 28, 2015.
Brazilian Treasury Direct - Tesouro Direto
(Custody – in BRL billion)
CAGR (10-15): +10.7%
Agribusiness Credit Bills
(AUM – in BRL billion)
CAGR (10-15): +26.6%
48
Bovespa Segment
Raising Capital
PUBLIC OFFERINGS (BRL billion)
PIPELINE: OFFERINGS ANNOUNCED SO FAR TO THE MARKET
 There are 2 offerings in the pipeline
 IPO: AZUL
 Follow-up: Telefônica Brasil
 Additionally, there are 4 Real Estate Funds filed with CVM: estimated value of R$ 2.43 billion
Update to March 31, 2015 – There were no public offers in 2015
¹Excludes the portion acquired by the Brazilian government in the Petrobras offering, via the transfer of rights in barrels (BRL 74.8 billion).
49
Trading in ADRs of Brazilian companies
Liquidity migration process interrupted
End of CPMF
(Financial
Transaction Tax)
Novo Mercado
Launch
(Dec. 2000)
Sarbanes-Oxley Act
(Jul. 2002)
End of IOF Tax (2%) for
foreign investors
(Dec. 2011)
March´15
28.9%
38.3%
9.4%
30.7%
31.0%
61.7%
Source: Bloomberg (in USD
traded value of 35 companies
with ADRs programs )
PUBLIC OFFERINGS IN NUMBER OF COMPANIES
IPOs
Follow ons
Total
Dual Listings
2001 2002
1
14
5
14
6
-
-
2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014
7
9
26
64
4
6
11
11
3
10
1
8
8
10
16
12
8
18
11
11
9
7
1
8
15
19
42
76
12
24
22
22
12
17
2
-
2
1
1
-
-
1
-
-
-
-
-
2015
-
Total
153
138
291
5
50
Bovespa Segment
Foreign investment flow
MONTHLY NET FLOW OF FOREGIN INVESTMENTS (in BRL billons)

Includes public offering (primary market) and regular trades (secondary market).
51
Products and Services Development
Recent changes in pricing policy and incentives
Products / Market
Main changes
SECURITIES LENDING
Elimination of 0.05% incentive for national lenders (settlement rate for
voluntary loan maintained at 0.25% p.a.)
DMA
Elimination of 10% discount for trades via DMA in Derivatives Market
(BM&F Segment)
MARKET DATA
Price recomposition and pricing of new products and services
Elimination of analysis fee discount on the annual fee
ISSUERS
Creation of analysis fee for Public Tender Offers, IPOs and Follow-ons
Depository
Adjustment of maintenance fees of custody accounts for a certain group
of investors; and creation of fees for ownership transferring within the
depository
52
Clearinghouses’ Integration and New Risk Model (CORE)
Benefits from Clearinghouse integration
OVERVIEW: CLOSEOUT RISK CALCULATION IN THREE STEPS
1. DETERMINING
THE CLOSEOUT
STRATEGY
T+0
T+1
T+2
T+3
T+4
...
T+N
2. RISK EVALUATION
T+0
T+1
T+2
T+3
T+4
...
T+N
T+1
T+2
T+3
T+4
CLOSEOUT RISK
PERMANENT LOSS
TRANSIENT LOSS
...
Defines the (stress) scenarios associated with
the dynamics of each risk factor relevant to
the portfolio. All assets and contracts are
reevaluated considering the scenarios defined
in this step (full valuation).
Calculates and aggregates intertemporally P&L
associated with each scenario, considering the
defined closeout strategy
3. POTENTIAL P&L
CALCULATION
T+0
Defines the portfolio closeout strategy which,
respecting the settlement restrictions of the
portfolio of assets/markets, should minimize
the risk of a loss associated with the closeout
process, preserving existing hedge strategies
T+N
Result: Two risk measures—market and
liquidity—that are estimated both jointly and
consistently
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