Extraordinary Shareholders' Meeting - 05.20.2016 - Appraisal Report UBS

Valuation Report for BM&FBovespa
April 9th, 2016
Table of Contents
Section 1
Executive Summary
Section 2
UBS Information and Declarations
10
Section 3
Cetip
16
3.A Company and Sector Overview

3.B Valuation
Section 4
BM&FBovespa
36
4.A Company and Sector Overview

4.B Valuation
Appendix A
Selected Comparable Companies for Cetip and BM&FBovespa
50
Appendix B
Selected Analyst Estimates for Cetip
56
Appendix C
Selected Analyst Estimates for BM&FBovespa
58
Appendix D
Additional Materials
60
Appendix E
Glossary
63
Appendix F
Disclaimer
65
Section 1
Executive Summary
Introduction
In the context of the corporate reorganization involving BM&FBOVESPA S.A. - Bolsa de Valores, Mercadorias e Futuros ("BM&FBovespa") and Cetip S/A
Mercados Organizados ("Cetip") that may result in among other things, the acquisition of Cetip shares by BM&FBovespa and an issuance of shares of
BM&FBovespa to Cetip shareholders, which the terms and conditions were disclosed to the market on April 8, 2016 (the "Transaction"), UBS Brasil Servios de
Assessoria Financeira Ltda. ("UBS") was hired by BM&FBovespa to prepare a valuation report (the "Valuation Report")
This Valuation Report was prepared in accordance with the applicable regulation and following market practices of evaluating companies and shall be used
exclusively for the benefit of the BM&FBovespa's Board of Directors in the sole purpose of enabling them to evaluate the Transaction
In this Valuation Report, Cetip and BM&FBovespa share prices were assessed according to the following criteria:
Cetip
Shareholders' equity book value per share as of December 31 st, 2015

Volume weighted average price ("VWAP")
in the 12-month period ending on November 2nd, 2015 (the day prior to the First Material Fact regarding the transaction) and beginning on
November 3rd, 2014
in the 1-month period ending November 2nd, 2015 (the day prior to the First Material Fact regarding the transaction) and beginning on October
3rd, 2015
from November 3rd, 2015 (the day of the First Material Fact regarding the transaction) and April 5 th, 2016
Discounted Cash Flow method ("DCF")
Selected trading multiples methodology
BM&FBovespa
Shareholders' equity book value per share as of December 31 st, 2015
Volume weighted average price ("VWAP")
in the 12-month period ending on November 2nd, 2015 (the day prior to the First Material Fact regarding the transaction) and beginning on
November 3rd, 2014
in the 1-month period ending November 2nd, 2015 (the day prior to the First Material Fact regarding the transaction) and beginning on October
3rd, 2015
from November 3rd, 2015 (the day after the First Material Fact regarding the transaction) and April 5 th, 2016
Selected trading multiples methodology
Except as otherwise stated, all financial information used was prepared according to the International Financial Reporting Standards ("IFRS")
UBSs analysis does not include all of the pertinent information to determine the appropriateness of the transaction to BM&FBovespa and Cetip
Note:
1 This Valuation Report does not consider the potential value of synergies, the value of instruments or other elements of the transaction structure, nor any benefits or disadvantages of the
transaction
Transaction Background
On November 3rd, 2015, BM&FBovespa informed the market that it had engaged in preliminary discussions with Cetip to present their respective Boards of
Directors with a proposal for the combination of both companies ("First Material Fact")
on November 13th, 2015, BM&FBovespa informed the market that a non-binding proposal was approved by its Board of Directors consisting on a valuation
of R$39.00 per Cetip share (which represented a 15.5% premium compared to Cetip's closing price on October 30th, 2015) via a minimum 50% cash and
maximum 50% stock transaction
On December 4th, 2015, BM&FBovespa informed the market that it had received correspondence sent by the Board of Directors of Cetip expressing that the nonbinding proposal for the combination of the two companies sent by BM&FBovespa did not represent the fair value of Cetip
On February 19th, 2016, BM&FBovespa informed the market that its Board of Directors approved the presentation, to the Board of Directors of Cetip, of a
binding proposal for the combination of the operations of the companies
the binding proposal described the terms of a corporate reorganization and adjustment of the previous proposal to R$41.00 per Cetip share, which was to
consist in a payment of 75% cash (R$30.75) and 25% stock (R$10.25) with an exchange ratio of 0.8991 ordinary BM&FBovespa's shares for each Cetip
share. Based on this exchange ratio, the current shareholders of Cetip would own 11.8% of BM&FBovespas capital stock after the transaction
the amount to be paid in cash would be subject to adjustment to the Certificado de Depsito BancrioInterbank Deposit Certificate ("CDI") from the date
of the general shareholder's meeting of Cetip that would approve the transaction until the date of effective payment of the amount to Cetip's shareholders
On March 2nd, 2016, BM&FBovespa received a communication from Cetip's Board of Directors deciding:
not to accept, in the specific terms presented, the proposal for the acquisition of Cetip's shares submitted by BM&FBovespa on February 19th, 2016
to authorize its financial and legal advisors to initiate discussions about the proposed transaction; and
to authorize the signing, by Cetips Management, of a confidentiality agreement related to the aforementioned discussions
Source:
Notes:
1
2
BM&FBovespa's Material Facts

Last day of trading prior to the release of the material fact related to the discussions about a potential combination, adjusted for dividends declared on November 4, 2015
The amount of R$ 11.40 per BM&FBovespa share was used, which is the closing price as of October 30, 2015, date that preceded the disclosure of the First Material Fact regarding the transaction
Transaction Background (cont'd)
On April 8th, 2016, BM&FBovespa and Cetip published a joint material fact announcing a new offer with a floor for Cetip of R$42.00/share and a cap of
R$48.51/share. According to the material fact terms, BM&FBovespa and Cetip shareholders will vote to approve a corporate reorganization in which
BM&FBovespa will own all the shares issued by Cetip and Cetip shareholders will receive (i) shares of BM&FBovespa in an exchange ratio of 0.8991x for each
Cetip share (Reference Exchange Ratio) and (ii) R$30.75 in cash (the Original Reference Value of the Cash Portion), to be paid in a lump sum no later than
forty (40) days after all regulatory approvals required by the legislation have been obtained (Financial Settlement Date)
the Original Reference Value of the Cash Portion will be subject to adjustment by the variation in the CDI ("Adjusted Cash Portion") (a) between April 8th,
2016 and the Financial Settlement Date, inclusive, if the call for its General Shareholders Meeting to discuss the Transaction is disclosed by CETIP via CVMs
system by April 15, 2016, so such meeting is held until May 16, 2016 (on first call); or (b) between the date of the General Shareholders Meeting of CETIP
that approves the Transaction and the Financial Settlement Date, if the call for the General Shareholders Metting of Cetip to deliberate on the Transaction is
disclosed via CVM's system after April 15, 2016
the Adjusted Cash Portion and Reference Exchange Ratio will be adjusted to reflect any dividends, interest on capital and other corporate actions declared
and paid by BM&FBovespa between November 4, 20151 , and the date of computing the shareholder base (ex-date) up to the Financial Settlement Date,
inclusive (BM&FBovespas Corporate Actions). The Reference Exchange Ratio will be ajusted so that the product of (i) a new exchange ratio (Corporate
Actions Adjusted Exchange Ratio) and (ii) the result of subtracting (a) BM&FBOVESPAs Corporate Actions from (b) R$11.40 is always kept constant at
R$10.25
the value of the stock component to be received by Cetips shareholders is subject to a minimum of R$11.25 and maximum of R$17.76
Corporate Actions Adjusted Exchange Ratio on April 8th, 2016, was at 0.9358x and the value of the Adjusted Cash Portion was R$29.90
for the purposes of adjustments in the stock component, BM&FBovespa share price ("Average Closing Price") will be calculated using the closing price of
the 30 trading days prior to the Financial Settlement Date
final transaction structure regarding cash and stock components will be based on 2 scenarios:
(i) if the product of the Adjusted Exchange Ratio and the Average Closing Price ("Adjusted Price") is higher than the R$17.76, the R$30.75 of cash
component will be fixed and the Adjusted Exchange Ratio will be proportionally reduced (Reduced Exchange Ratio) until the product of the Reduced
Exchange Ratio and the Average Closing Price is R$17.76
(ii) if the Adjusted Price is lower than R$11.25, the R$30.75 of cash component will be raised by an additional amount ("Additional Amount") until it
equals 85% of the total amount to be paid to Cetip's shareholders
the Additional Amount will be equal to the amount required to equal R$11.25 by adding the Additional Amount to the Adjusted Price
if, after fixing the cash component at 85% of total amount to be paid to Cetip's shareholders, the R$11.25 threshold is not achieved, the Adjusted
Exchange Ratio will be raised to a new exchange ratio (Augmented Exchange Ratio) until the sum of (a) product of the Augmented Exchange
Ratio and the Transaction Price and (b) Additional Amount equals to R$11.25
Source:
Note:
1
BM&FBovespa's Material Facts

BM&FBOVESPA declared interest on capital (IoC) of R$ 0.1765 per share on November 13, 2015, and R$0.2525 per share on December 10, 2015. CETIP declared corporate actions of R$0.3326 per share on November 4, 2015, R$0.0994 per
share on December 18, 2015, R$0.3194 per share on March 2, 2016, and R$0.0843 per share on March 15, 2016
Cetip: Description of Valuation Methodologies Stated Herein

UBS has performed a multi-approach valuation of Cetip's shares based on different criteria: discounted cash flow, volume
weighted average price, book value and selected trading multiples analysis
Description
Relevance
VWAP
Average of the daily prices for Cetip weighted by the daily volumes
from November 3rd, 2014 to November 2nd, 2015 (1 year VWAP to First
Material Fact)
from October 3rd, 2015 to November 2nd, 2015 (1 month VWAP to First
Material Fact)
from November 3rd, 2015 to April 5th, 2016
Daily share price of Cetip calculated as average of the prices of each trade,
weighted by the volume of traded shares
This methodology takes into account current market value of the

company
represents market participants' view of overall value
given high liquidity of Cetips shares, the volume-weighted
historical price of the shares is a reasonable view of the
company's value by the market
Book Value
Shareholders equity according to Cetip's balance sheet under IFRS as of

December 31st, 2015 divided by the total number of shares excluding treasury
shares
This methodology only takes into account historical accounting value

of the company
does not account for business and operating profile, excluding
growth prospects, profitability and future return profile to
shareholders
Selected
Trading
Multiples
Median of price to earnings (P/E) and enterprise value to EBITDA (EV/EBITDA)

multiples of selected comparable companies based on consensus analyst
estimates for 2016E and 2017E
Comparable companies chosen based on a number of factors including
business mix, relative size and market position
Reflects the company's value based on the valuation of comparable

companies, without taking into consideration all of the companyspecific characteristics
Represents two of the most common valuation multiples for
exchanges used by equity investors and research analysts
Analysis based on long term financial projections of the company

Calculated based on discounted unlevered cash flows to firm and as a standalone basis
No potential synergies arising from the transaction were considered
Reflects the best estimates of BM&FBovespa as to the expected

future financial performance of Cetip
Captures company's expected performance in the short, medium
and long term
Identifies key value creation factors and allows evaluation of the
sensitivity to each of these factors
Projections may be affected by subjective considerations
Discounted
Cash Flow
(DCF)
Relevance
= Very high
Note:
1
= High
= Moderate
= Low
= Very Low
UBS based its analysis and valuation of Cetip exclusively with information publicly available to the market or directly provided by BM&FBovespa
Valuation Output for Cetip per Methodologies Herein

Valuation Output for Cetip Share Price (R$ per share)
Valuation Approach
Nov 3, 2014
to
Nov 2, 2015
VWAP
R$33.26
Oct 3, 2015
to
Nov 2, 2015
The valuation of Cetip shares herein is based on the

following methodologies:
Volume Weighted Average Price
from November 3, 2014 to November 2, 2015
(1 year VWAP to First Material Fact)
from October 3, 2015 to November 2, 2015 (1
month VWAP to First Material Fact)
from November 3, 2015 to April 5, 2016
Book value
book value per share as of December 31, 2015
Selected Trading Multiples
indicative range of 2016E and 2017E EV /
EBITDA and P / E trading multiples based on
selected comparable companies1
Discounted Cash Flow
free cash flow to the firm and utilizing a
perpetuity growth rate for terminal value post
2025
A variety of relevant methodologies may be
appropriate. For purposes of this Valuation Report,
DCF was adopted as the most relevant methodology
given that it reflects BM&F's best estimates of
expected future financial performance of Cetip
the valuations herein DO NOT reflect the
potential impact of transaction synergies,
nor other transaction benefits or
disadvantages included in the transaction
structure
R$34.29
Nov 3, 2015
to
Apr 5, 2016
R$38.24
R$6.53
Book Value
R$35.82
EV / EBITDA
R$39.39
Selected
Trading
Multiples
R$37.26
P/E
R$40.97
R$41.33
DCF
0.00
Note:
1
10.00
20.00
30.00
40.00
R$45.45
50.00
60.00
Includes ASX Limited, Bolsa y Mercados Espanoles, Bolsa Mexicana de Valores, Bursa Malaysia, Deutsche Boerse, Intercontinental Exchange, Singapore Exchange and TMX Group
BM&FBovespa: Description of Valuation Methodologies Stated Herein

UBS has performed a multi-approach valuation of BM&FBovespa's shares based on different criteria: volume weighted
average price, book value and selected trading multiples analysis
Description
Relevance
VWAP
Average of the daily prices for BM&FBovespa weighted by the daily volumes
from November 3rd, 2014 to November 2nd, 2015 (1 year VWAP to First Material
Fact)
from October 3rd, 2015 to November 2nd, 2015 (1 month VWAP to First Material
Fact)
from November 3rd, 2015 to April 5th, 2016
Daily share price of BM&FBovespa calculated as average of the prices of each trade,
weighted by the volume of traded shares
This methodology takes into account the market value of the company
represents market participants view of overall value
given high liquidity of BM&FBovespa's shares, the volume-weighted
historical price of the shares is a reasonable view of the company's value
by the market
Stock consideration for the transaction will be paid with liquid shares
BM&FBovespa is the 6th most liquid stock in Brazilian market with a highly
dispersed shareholder base
VWAP captures market's best view of fair value and it's less a biased
methodology because company is a true corporation
Based on the Reference Exchange Ratio, the largest shareholder of Cetip will
own 1.4% of the combined company that represents 1.1 days of trading1,2
Book Value
Shareholders equity according to BM&FBovespa's balance sheet under IFRS as of

December 31st, 2015 divided by the total number of shares excluding treasury shares
This methodology only takes into account historical accounting value of the
company
does not account for the business and operating profile, excluding
growth prospects, profitability and future return profile to shareholders
Selected
Trading
Multiples
Median of price to earnings (P/E) and enterprise value to EBITDA (EV/EBITDA) multiples
of selected comparable companies based on consensus analyst estimates for 2016E and
2017E
Comparable companies chosen based on a number of factors including business mix,
relative size and market position
Reflects the company's value based on the valuation of comparable

companies, without taking into consideration all of the company-specific
characteristics
Represents two of the most common valuation multiples for exchanges used
by equity investors and research analysts
Considerations on BM&FBovespa Valuation Approach4
A variety of relevant methodologies may be appropriate. For purposes of this Valuation Report, Volume Weighted Average Price was adopted as the most relevant methodology
given the transaction structure and that the company is highly traded and well covered by the market and research
The adoption of same assessment criteria for both companies is only legally required in the case of transactions between related parties, which is justified because of the concern on
the reciprocal treatment of non-controlling shareholders of the companies involved
From the technical point of view (a) BM&FBovespa was evaluated by the VWAP methodology and not by DCF due to the significant portion to be paid in cash to Cetip's
shareholders, in addition to the fact that such shares will be delivered at market value and could be sold at any time; and (b) the exclusively valuation of Cetip using the discount cash
flow method is justified because, with the conclusion of the Transaction, BM&FBovespa's shareholders will become holders of the totality of Cetip's shares, from what arises the
need to also know the future cash flows to be generated by a business that will be fully integrated to Bovespa
Relevance
= Very high
Note:
1
2
3
4
= High
= Moderate
= Low
= Very Low
Considering average daily volume traded in number of shares (from April 5, 2015 to April 5, 2016)
ICE stake as of as of March 18th, 2016 (last update of Cetip's website)
The percentage to be received in cash will not be inferior to 62.7%
This Valuation Report does not contain all of the information required to make a determination on the appropriateness, valuation nor structure of the Transaction and does not purport to convey a
recommendation with respect to pursuing or not the Transaction
Valuation Output for BM&FBovespa per Methodologies Herein

Valuation Output for BM&FBovespa Share Price (R$ per share)
Valuation Approach
Nov 3, 2014
to
Nov 2, 2015
VWAP
R$10.73
The valuation of BM&FBovepa shares is based on the

following methodologies:
Oct 3, 2015
to
Nov 2, 2015
R$11.67
Nov 3, 2015
to
Apr 5, 2016
R$12.52
from November 3, 2014 to November 2, 2015

(1 year VWAP to First Material Fact)
from October 3, 2015 to November 2, 2015 (1

month VWAP to First Material Fact)
from November 3, 2015 to April 5, 2016
Book value
R$10.30
Book Value
Selected Trading Multiples
R$9.18
EV / EBITDA
R$10.09
R$15.43
5.00
Note:
1
8.00
11.00
14.00
R$16.97
17.00
indicative range of 2016E and 2017E EV /

EBITDA and P / E trading multiples based on
selected comparable companies1
A variety of relevant methodologies may be

appropriate. For purposes of this Valuation Report,
Volume Weighted Average Price was adopted as the
most relevant methodology given the transaction
structure and that the company is highly traded and
well covered by the market and research
Selected
Trading
Multiples
P/E
book value per share as of December 31, 2015
20.00
Includes ASX Limited, Bolsa y Mercados Espanoles, Bolsa Mexicana de Valores, Bursa Malaysia, CBOE Holdings, CME Group, Deutsche Boerse, Intercontinental Exchange, Nasdaq, Singapore Exchange and
TMX Group
Section 2
UBS Information and Declarations
Information Regarding UBS

UBS is a global Investment Banking platform with offices in more than 50 countries, over 50 years of experience in Brazil and
150 years worldwide
Relevant Experience
UBS has significant experience advising large companies in Brazil and globally. Among the recent transactions performed in the financial industry in Brazil,
we highlight:
Recent UBS Brazil Experience with Transactions Involving Companies in the Financial Sector
Pending
~US$3 billion
Global Coordinator and Financial Advisor IPO
April 2013
US$5.1 bn
Joint Lead Manager
IPO
February 2010
US$600 million
Sole Financial Advisor Commercial and Direct
Investment into CME
October 2009
US$447 million
Joint Global Coordinator and Bookrunner
Initial Public Offering
Among the recent transactions performed in the financial industry worldwide, we highlight:
Recent UBS Experience with Exchanges / FinTech Transactions
March 2016
27 billion
July 2015
599 million
April 2015
$361 million
May 2014
US$1.5 billion
Financial Advisor to London Stock Exchange on its

merger with Deutsche Brse
Joint Global Coordinator

Joint Bookrunner
Joint Active Bookrunner
September 2013
Undisclosed
September 2013
US$750 million
June 2013
A$553 million
February 2013
$500 million
Minority Investment in ACE Portal
Joint Bookrunner
30-year Fixed Rate Senior Note Offering
Sole lead manager and underwriter on Equity

Offering
Joint Bookrunner
Internal approval process

UBS's internal valuation committee reviewed the analysis performed by the project team. The committee is formed by professionals with experience in
M&A and financial advisory. This committee has met with the project team and discussed the main assumptions and aspects related to the valuation
methodologies presented in the Valuation Report and approved its release
11
Information Regarding UBS

Experience in transactions involving Brazilian listed companies in the last 4 years
Company
Date
December 2015
Source:
Transaction Value
Transaction Description
Financial advisor to SALIC (Saudi Agricultural and

Livestock Investment Company) in a private capital
increase in Minerva SA
Financial Adviser to British American Tobacco to acquire

the remaining stake in Souza Cruz following delisting
process from the Brazilian Stock Exchange
Financial adviser and fairness opinion provider to

Santander Group on its voluntary offer to acquire the
minority interests in Santander Brasil
Financial Advisor to Camargo Corra SA to acquire the

remaining stake in CCDI following delisting process from
the Brazilian Stock Exchange
Advised Casino in the change of control of Grupo Po de

Acar
Advisor to Alphaville Urbanismo S.A. on the sale of

Alphaville Participaes S.A. to Gafisa
Advisor to the Independent Committee of CCR on the

acquisition of three airports located in Costa Rica,
Curaao and Ecuador
US$187 million
February 2015
US$3.5 billion
April 2014
US$6.5 billion
October 2012
US$120 million
August 2012
Undisclosed
June 2012
US$880 million
January 2012
US$215 million
UBS CCS
12
UBS Team Responsible for the Valuation Report

Andr Laloni
Jose Luis Martinez
Managing DirectorHead of CCS Brazil and Southern Cone
Managing DirectorHead of LatAm M&A
Andr Laloni joined UBS Investment Bank as Managing Director and Head of Brazil & Southern Cone for CCS
based in So Paulo. Andr was most recently Head of Corporate Finance for Barclays in Brazil, where he's
worked since 2009. Prior to joining Barclays, he held coverage roles at Goldman Sachs and Unibanco in Brazil,
and similar roles at UBS in New York
His relevant advisory transactions include: Oi on five consecutive M&A divestiture assignments in the last 18
months totaling ~$1.7bn, Vale on its sale of selected assets in Chile, Group 1 Automotive in its $200mm
acquisition of UAB Motors, Oi on its $17.2bn corporate restructuring, Intercement in the acquisition of the
remaining 67% it did not own in Cimpor ($5.4bn) and many others
Andr holds an MBA from University of Virginia, a degree in Mechanical Engineering from the UnicampUniversidade de Campinas. He is fluent in Portuguese and English
Jose Luis Martinez is Head of UBSs Latin America M&A practice. Mr. Martinez joined UBS in 2016 after 20 years
at J.P. Morgan and predecessor Bear Stearns, where he held a number of senior roles , including Managing
Director and Head of Latin America Investment Banking at Bear Stearns from 2005 2008, and several regional
and industry leadership positions at JP Morgan between 2008 and 2016, including Head of Latin America Power
& Utilities
Mr. Martinez has executed over 100 transactions, including more than US$150 billion in mergers and
acquisitions as well as billions in fixed income and equity financings
Mr. Martinez is fluent in Spanish and Portuguese. He obtained a Bachelor of Science in Business Administration
degree with distinction from the University of North Carolina at Chapel Hill, and an MBA with distinction from
the Kellogg Graduate School of Management - Northwestern University
Vik Hebatpuria
Daniel Bassan
Managing DirectorHead of Financial Technology & Services, Americas
Managing DirectorBrazil
Vik Hebatpuria is Head of Financial Technology & Services, Americas. Prior to joining UBS in 2013, Mr.
Hebatpuria was a senior banker in the Financial Institutions Group at Credit Suisse, focusing on financial
technology and insurance brokerage. Before joining Credit Suisse, Mr. Hebatpuria spent 5 years as a Vice
President at Marsh & McLennan developing risk management solutions related to mergers and acquisitions
He has worked on transactions such as: the $9.1bn sale of SunGard to Fidelity National Information Services, the
599mm IPO of Flow Traders, the $1.1bn refinancing for AlixPartners, the $361mm IPO of Virtu Financial, the
$1.3bn IPO of Markit, the $1.1bn refinancing for ION Trading, the $13.5bn acquisition of BGI by BlackRock,
several financings for Virtu Financial, the $300mm dividend recap for BATS Global Markets and many others
Mr. Hebatpuria received his MBA from the Stern School of Business at New York University, an MS in
Environmental Engineering from the University of Cincinnati and a B.S. in Civil Engineering from VJTI, University
of Bombay
Daniel Bassan joined UBS in March 2016 as Managing Director after 5 years as Managing Director at Credit
Suisse. He was resposible for the coverage of Real Estate, TMT, Metals and Mining, Financial Sponsors and
Education. Previously he worked at BTG Pactual for 11 years
Daniel has participated in many different transactions in M&A, equity and debt issuances and restructurings. His
most relevant transactions include financial advisory for Vivendi in the sale of its subsidiary GVT to Telefonica,
sale of IBMEC group to DeVry Education Group, Sale of Tijuca shopping Mall, Multiplan IPO, Even IPO and many
others
He graduated in Civil Engineering from Pontifcia Universidade Catlica Rio de Janeiro and is fluent in Portuguese
and English
Eugene Kim
Gaurav Mehta
Executive DirectorAmericas M&A
DirectorFinancial Technology & Services
Eugene Kim joined UBS in 2006, and has over 10 years of investment banking experience. Eugene has advised
on transactions across a variety of industries, including the Financial Institutions, Real Estate, Telecom, and
Technology sectors
Mr. Kim has worked on transactions such as: the 21.2bn sale of Visa Europe to Visa Inc, Equifax's $1.9bn
acquisition of Veda Group, Sprint's US$21.6bn sale of control to Softbank, Leucadia National Corp.s $3.8bn
stock-for-stock merger with Jefferies Group
Eugene graduated from the Wharton School at the University of Pennsylvania with concentrations in Accounting
and Finance
Gaurav Mehta is a Director in UBS's Financial Institutions Group specializing in Financial Technology & Services
Prior to joining UBS, Mr. Mehta was a Vice President in the Financial Institutions Group at Credit Suisse focusing
on financial technology and specialty finance. Previously, Mr. Mehta spent five years as an Associate at Bank of
America and as a consultant with a focus on the financial services sector companies
Mr. Mehta has worked on transactions such as: the 21.2bn sale of Visa Europe to Visa Inc., the $16.2bn
acquisition of Alico by Metlife, Equifax's $1.9bn acquisition of Veda Group, the $1.3bn IPO of Markit, the
$1.1bn refinancing for AlixPartners, the $923mm IPO of Air Lease, the $670mm LBO of Duff & Phelps by Carlyle
and many others
Mr. Mehta received his MBA from the Stern School of Business at New York University and a Bachelor in
Technology in Electrical Engineering from Indian Institute of Technology Delhi
13
UBS Team Responsible for the Valuation Report

Anderson Brito
Bradford Lo Gatto
DirectorBrazil
Associate DirectorFinancial Technology & Services
Anderson Brito is a Director of UBS Investment Bank in Brazil. Prior to joining UBS in January 2011, he worked in
the Americas M&A Group at Standard Bank in 2010. Prior to this position he worked at the business consulting
firm Bain & Company from 2008 to 2010 as Associate Consultant
Mr. Brito has executed over 30 transactions, including more than R$75 billion in merger and acquisitions and
capital markets
Anderson holds a Bachelor of Science in Aeronautical Infrastructure Engineering from Instituto Tecnolgico de
Aeronutica (ITA). He is fluent in Portuguese and English
Bradford Lo Gatto is an Associate Director in UBSs Financial Institutions group specializing in Financial
Technology & Services
Prior to joining UBS, Mr. Lo Gatto spent 7 years on the buy-side as a portfolio manager and research analyst. He
has worked on transactions including: the 21.2bn sale of Visa Europe to Visa Inc., and the $361mm IPO of
Virtu Financial
Mr. Lo Gatto received his MBA with distinction from the Johnson Graduate School of Management at Cornell
University and a Bachelor of Arts in Economics from Cornell University. He has also earned the right to use the
CFA designation
Bruno Davila
Mikhail Neto
AnalystBrazil
AnalystBrazil
Bruno Davila joined UBS Investment Bank in 2013. He works in the So Paulo office as an analyst in investment
banking
Mikhail Neto joined UBS Investment Bank in 2015. He works in the So Paulo office as an analyst in investment
banking. Prior to joining UBS, Mikhail worked at Hyundai Glovis in the Seoul office
His relevant transaction experience includes: Financial Advisor to SALIC on its US$187 million investment in
Minerva, Financial Advisor to Grupo Colombo on the merger with GGAC
His relevant transaction experience includes: Financial Advisor to SALIC on its US$187 million investment in
Minerva
Bruno holds Bachelor of Business Administration from Fundao Getulio Vargas FGVEAESP
Mikhail graduated in Industrial Engineering from Universidade Federal de So Carlos (UFSCar)
UBS Brasil Servios de Assessoria Financeira Ltda.
Andr Laloni
Jose Luis Martinez Vik Hebatpuria
Daniel Bassan
Eugene Kim
Anderson Brito
Bruno Davila
14
UBS Declarations
In accordance with the provision set forth in Annex III of Rule No. 361 of the Brazilian Securities and Exchange Commission ("CVM" and
"CVM Rule 361", respectively), UBS declares that:
as of March 28, 2016 UBS, its parent company and related parties, held under its discretionary management 5,271,408 shares issued by
BM&FBovespa SA - Bolsa de Valores Mercadorias e Futuros and 1,575,302 shares issued by CETIP SA - Mercados Organizados
it does not have any commercial or credit information of any kind that can impact the Valuation Report
does not have any conflict of interest that can reduce the independency required for the performance of its functions
in the last 12-month period until the present date, UBS has received no remuneration from either BM&FBovespa or from Cetip (not
considering the compensation to be received due to the issuance of this Valuation Report)
15
Section 3
Cetip
Section 3.A
Cetip
Company and Sector Overview
CetipCompany Overview
Cetip is Latin Americas largest depositary of private fixed income securities and Brazils largest private asset clearinghouse
Presentation of Cetip Activities
1984
Cetip is established as a not-forprofit organization
1988
Agreement with Anbima to operate
SND (National System of
Debentures)
2008
Demutualization process: creation
of Cetip S.A.
2009
Advent becomes a shareholder with
a 32% stake
IPO and listing at Novo Mercado of
BMF Bovespa
2010
Acquisition of the Financing Unit
(GRV Solutions) financed by the
companys first issuance of
debentures
Established in 1984 as a not-for-profit by the participants of the

Brazilian private fixed income market, with the support of the
Central Bank
Became a public company in 2009; its shares are traded on

BM&FBovespa under ticker symbol CTIP3; part of the Ibovespa and
IBrX-50 Index
Today, Cetip operates in two distinct businesses:
the Securities Unit is Brazils leader in the registration,

custody, and settlement of private fixed income securities
the Financing Unit offers an electronic system for the entry of

financial restrictions related to vehicle financing transactions
with local DMVs (Sircof), covering all of such registrations in
Brazil and the custody of such information (SNG)
2015 Gross Revenues Breakdown

Others
7%
Registration
9%
Transaction Fee
11%
Custody
28%
Auto Financing
Unit
31%
Intercontinetal Exchange, Inc. ("ICE") purchased 12% stake from

Advent International for US$512mm on July 24th, 2011
Monthly Fee
14%
2011
Cetip s brand repositioning
ICE becomes a shareholder with
12.4% stake (from Advent)
Ownership Structure1
2012
Cetips shares are included in the
IBOVESPA and IBrX-50 indexes
Others
88%
2013
Board and
Management
ICE
12%
< 1%
Amendment of the companys

bylaws, seeking to improve Cetips
corporate governance
Launching, in partnership with FNC,
of the real estate appraisal platform
2015
Cetip Trader becomes Bacens
dealer platform (Brazilian Central
Bank)
Source:
Company materials, CVM
Note:
1
As of March 18th, 2016
18
CetipFinancial Highlights
Gross Revenues (R$mm) and Gross Revenues Breakdown
1,376
1,222
1,076
917
21%
20%
36%
36%
2012A
Auto financing unit
2013A
Custody Monthly fee
28%
35%
31%
2014A
Registration
69.6%
68.8%
1,125
1,016
909
14%
23%
EBITDA1 (R$mm) and EBITDA Margin
69.5%
7%
11%
9%
7%
10%
10%
15%
8%
10%
11%
15%
8%
10%
11%
15%
Net Revenues (R$mm)
791
2015A
Transaction Others
2012A
2013A
2014A
2015A
Net Debt (R$mm) and Net Debt/EBITDA
Net Income (R$mm)
0.8x
68.4%
0.6x
0.4x
550
632
699
0.3x
770
275
2012A
2013A
Source:
Note:
1
2014A
2015A
2012A
361
2013A
427
498
498
416
261
2014A
2015A
2012A
2013A
199
2014A
2015A
Company filings
Excludes equity in the results of associate
19
CetipHistorical Financial Analysis

Balance SheetLiabilities and Equity
Balance SheetAssets
Fiscal year ended in December 31st
2012A
2013A
2014A
2015A
Current
375
337
240
340
Suppliers
18
26
23
54
802
Labor obligations and social charges
37
48
57
68
107
118
Taxes payable
11
13
15
18
17
17
64
18
15
25
46
80
110
215
2,192
2,231
2,258
2,489
66
156
17
21
Long-term receivables
77
86
136
374
Derivatives
12
Financial investments - available and restricted
73
80
128
249
Deferred revenues
44
43
40
Derivatives
121
Judicial deposits
789
709
1,012
1,461
Prepaid expenses
Other receivables
Deferred income tax and social contribution
143
176
196
136
Investments
Investment in associate
Provision for contingencies and legal

obligations
629
475
498
499
Other investments
Loans and finance lease obligations
13
271
775
41
41
50
48
Deferred revenues
42
41
37
Intangible assets
2,069
2,098
2,066
2,061
Shareholders equity
1,428
1,690
1,746
1,6962
Total assets
2,591
2,736
2,999
3,497
Total liabilities and shareholders' equity
2,591
2,736
2,999
3,497
2012A
2013A
2014A
2015A
399
505
741
1,008
295
382
590
Accounts receivable
81
93
Recoverable taxes and contributions
17
Other receivables
Prepaid expenses
R$mm
Current
Cash and cash equivalents
Financial investments - available and restricted
Non-current
Property and equipment
Source:
Notes:
1
2
R$mm
Income tax and social contribution

Dividends and interest on own capital payable
Purchase pricedeferred payments
Debentures issued
Loans and finance lease obligations
Other liabilities
Non- current
Suppliers
Debentures issued
Company fillings, CVM

Intangible assets are composed mostly by goodwill and contractual relations
Includes R$83 million of additional dividends proposed
20
CetipHistorical Financial Analysis

Profit & Loss
2012A
2013A
2014A
2015A
'12'15 CAGR
791
909
1,016
1,125
12.5%
14.9%
11.8%
10.7%
(308)
(352)
(400)
(448)
(38.9%)
(38.7%)
(39.4%)
(39.8%)
(118)
(139)
(164)
(184)
Share-based remuneration with no cash disbursement
(26)
(20)
(16)
(20)
Depreciation and amortization
(67)
(76)
(83)
(93)
Outsourced services
(63)
(75)
(87)
(100)
General and administrative expenses
(32)
(36)
(41)
(40)
Equipment and systems rental
(1)
(2)
(3)
(3)
Board members' compensation
(2)
(2)
(2)
(2)
Taxes and fees
(1)
(1)
(2)
(1)
Other operating expenses
(1)
(1)
(2)
(5)
Other operating income
Equity in the results of associate
483
557
616
677
R$mm
Net revenue from services
Revenue growth
(Operating expenses)/other operating income
Margin
Personnel expenses
(=) EBIT
(+) Depreciation and Amortization
(=) EBITDA1
Margin
Financial result
Financial income
Financial expenses
Income before taxation
13.3%
67
76
83
93
550
632
699
770
69.5%
69.6%
68.8%
68.4%
(96)
(44)
(59)
(111)
5.0%
39
34
59
294
96.1%
(135)
(77)
(118)
(406)
44.3%
11.9%
387
513
558
567
13.6%
(112)
(152)
(131)
(70)
(14.5%)
Current
(51)
(90)
(111)
(130)
Deferred
(61)
(61)
(20)
60
Net income for the period

Net income margin
Source:
Note:
1
275
361
427
498
34.8%
39.7%
42.0%
44.3%
21.9%
Company fillings, CVM

Excludes equity in the results of associate
21
CetipSector Overview
Brazilian Fixed Income, Derivatives and Credit Overview
Brazil fixed income

instruments and OTC
derivatives grew at a
CAGR 2010-'15 of 9.4% and
36.9%, respectively
Fixed Income Volume Outstanding (R$ bn)

4,133
3,769
3,454
3,182
2,828
7%
21%
8%
1%
5%
23%
Credit volume grew at a

CAGR 2010-'15 of 14.7%,
but at a lower pace than in
the previous years
12%
29%
11%
8%
7%
18%
19%
30%
14%
23%
15%
17%
16%
16%
4,435
2,054
15%
9%
8%
8%
OTC Derivatives Volume Outstanding (R$ bn)
15%
11%
16%
2010
2011
Investment Fund
DI
848
17%
584
427
33%
33%
2012
2013
Debentures
Letra Financeira
34%
2014
CDB
1,117
1,034
13%
12%
29%
32%
11%
36%
2015
22%
70%
69%
2010
2011
Swap
Other
Credit Growth (YoY Growth)
29%
74%
70%
58%
2012
2013
2014
5%
6%
25%
8%
22%
21%
Forward Contracts
46%
53.7%
Other Derivatives
45.4%
49.1%
52.6%
40.5%
54.3%
3,218
2,715
18.8%
16.4%
54.7%
3,018
35.1%
15.1%
2015
Credit Expansion (R$ bn and % of GDP)
30.7%
20.6%
22%
13%
8%
2,368
2,034
14.7%
1,731
11.3%
1,234
1,421
6.7%
2008
Source:
2009
2010
2011
2012
2013
2014
2015
2008
2009
2010
2011
2012
2013
2014
2015
Brazilian Central Bank, Cetip

22
CetipSector Overview
Brazilian Automotive and Real Estate Financing Overview
In the automotive sector,

acquisition loans have
been decreasing since
2008 in number of
vehicles, but increased in
volume of loans at a CAGR
2008-15 of 9.8%
Vehicle Acquisition LoansTotal Outstanding

('000)
7,950
6,949
3,920
4,461
198
7,685
6,810
6,758
3,241
213
10.1%
203
3,233
2,973
9.3%
9.1%
92
105
10.3%
89.7%
10.5%
89.6%
89.9%
90.7%
90.7%
90.9%
2008
3,269
2009
3,937
2010
3,870
2011
New Vehicles
3,590
2012
3,517
2013
3,160
2014
2,339
2015
7.8%
8.4%
7.0%
2008
89.7%
2009
500
4.6%
2010 2011
Personal Loans
3.5%
24
24
48
8
58
23
19
6
74
341
36
3 2
75
255
189
60
76
131
2009
2011
2012
2013
2014
2015
Mortgages
31
82
2010
21
12
Auto
1 4
Credit Card
20
22
84
2008
2015
432
2.6%
84
2012 2013 2014

Corporate Loans
Population Debt by Credit Type (%)
50
5.8%
2.0%
89.5%
Used Vehicles
Mortgages for IndividualsTotal Outstanding

(R$ bn and % of GDP)
Source:
177
9.3%
154
5,312
3,359
216
10.4%
10.3%
6,393
3,815
3,541
3,489
In Brazil, mortgages grew

at a CAGR 2008-15 of
35.4%
7,857
Vehicle Acquisition LoansTotal Outstanding

(R$ bn)
14
11
Others
Brazilian Central Bank, Sistema Nacional de Gravames, Fenabrave

23
Section 3.B
Cetip
Valuation
Valuation by Volume Weighted Average Price (1/2)

VWAP for the last 12 months prior to the First Material Fact is R$33.26 and R$38.24 from the First Material Fact to April 5th,
2016
Historical VWAP Price of Cetip Prior to the First Material Fact
Historical VWAP Price of Cetip Since the First Material Fact
(from November 3rd, 2015 to April 5th, 2016)
(from November 3rd, 2014 to November 2nd, 2015)
12.0
50.00
November 13th, 2015
NBO Date
40.41
10.0
40.00
March 2nd, 2016

Declined BO
40.00
6.0
20.00
Price VWAP (R$)
33.26
8.0
Volume (mm)
Price VWAP (R$)
8.0
30.00
December 3rd, 2015

Declined NBO
February 19th, 2016

BO Date
6.0
20.00
4.0
10.00
2.0
0.00
Nov-14
0.0
Jan-15
Volume
Source:
Mar-15
Jun-15
Aug-15
Price VWAP (R$)
Bloomberg as of April 5, 2016
Oct-15
VWAP
10.0
38.24
33.99
30.00
12.0
Volume (mm)
Material Fact Released

on November 3rd, 2015
50.00
4.0
10.00
0.00
Nov-15
2.0
0.0
Dec-15
Volume
Feb-16
Price VWAP (R$)
Apr-16
VWAP
NBO: Non-Binding Offer
BO: Binding Offer
25

VWAP for the periods of 1, 30, 60, 90, 180 trading days and 1 year before the First Material Fact and for the period since the
date of the First Material Fact until April 5th, 2016
Summary of VWAP for Selected Periods
Price VWAP (R$)

Trading Days Prior to the First Material Fact Release
Weighted by Trading Volume
33.99
30
33.73
60
33.31
90
33.91
180
33.44
12 months (from November 3rd, 2014 to November 2nd, 2015)
33.26
Since the First Material Fact (from November 3rd, 2015 to April 5th, 2016)
38.24
Source:

26
Valuation by Shareholders' Equity Book Value

Equity book value per share is R$6.53 for Cetip, as of December 31st, 2015
Equity Book Value per Share
R$ million, unless otherwise indicated
As of December 31st, 2015
Total Assets
3,497
Total Liabilities
1,801
Shareholders' Equity
1,696
Outstanding Shares (mm)

Common Shares
Treasury Shares
Equity Book Value per Share (R$)
Source:
Company filings
Note:
1
Shareholders' Equity / Outstanding Shares
260
263
3
6.531
27
CetipSelected Trading Multiples Methodology
UBS has used the trading multiples valuation approach in order to estimate the economic value of Cetip
Selected Trading Multiples is a relative valuation method which estimates the value of a company using ratios of market valuation to financial metrics of
similar publicly traded companies; traditional trading multiples include P/E and EV/EBITDA
Trading multiples of Cetips comparable companies were calculated based on the EBITDA and net income forecasts from market analysts for the years
2016 and 2017, and applied over the EBITDA and net income forecasts for Cetip over the same years, given that forecasts from market analysts are
generally limited to two years
Selected comparable companies are international exchanges sharing several aspects in common with Cetip, including the following1:
business model
revenue mix
product and service offerings
size and scale of operations
monopolistic position within its home country in certain market segments the comparable company operates in
emerging market exposure
Selected Trading Comparables
Note:
1
Not every aspect applicable for each selected comparable company. See Appendix A for more details on selection of comparable companies
28
CetipSelected Trading Multiples

EV/EBITDA
Price / EPS
Headquarters
April 5, 2016
Price (R$)
Market Value
(R$bn)
Enterprise Value
(R$bn)
CY'16E
(x)
CY'17E
(x)
CY'16E
(x)
CY'17E
(x)
United States
869.83
104.7
129.5
12.5
11.4
16.8
15.1
Germany
302.75
56.2
64.6
11.0
10.1
15.9
14.1
Australia
114.43
22.2
19.3
12.0
11.6
18.8
18.1
Singapore
21.02
21.8
20.4
15.5
14.4
22.7
21.1
Spain
113.25
9.5
8.6
8.7
8.8
13.0
13.3
Canada
128.38
7.0
9.6
10.2
9.6
12.6
11.4
Malaysia
8.19
4.4
4.3
14.8
13.9
22.4
21.0
Mexico
5.73
3.6
3.3
10.9
9.9
18.5
16.5
Mean
11.9
11.2
17.6
16.3
Median
11.5
10.7
17.6
15.8
Min
8.7
8.8
12.6
11.4
Max
15.5
14.4
22.7
21.1
Source: FactSet as of April 5, 2016

Note:
1
R$ / US$ exchange rate of 3.67 as of April 5, 2016, fully diluted shares using treasury stock method
29
Cetip Valuation Based on Selected Trading Multiples

EV / EBITDA Analysis
(R$ mm)
EV/EBITDA Multiple (sample median)
EBITDA (consensus)
Implied Enterprise Value
(-) Net Debt

(-) Minorities
Implied Equity Value
Total Shares Outstanding (mm)2
Share Price (R$)
CY'16E
CY'17E
11.5x
10.7x
871
981
10,034
10,519
443
443
9,592
10,076
261
261
36.68
38.54
Min. Range
Max. Range
Mid-Point ("MP")
MP-4.75%
MP+4.75%
10,277
9,789
10,765
9,834
9,367
10,301
37.61
35.82
39.39
Min. Range
Max. Range
Mid-Point ("MP")
MP-4.75%
MP+4.75%
10,228
9,742
10,714
39.11
37.26
40.97
Price to Earnings Analysis

(R$ mm)
P/E Multiple (sample median)
Net Income (consensus)
Total Shares Outstanding
(mm)2
Share Price (R$)
Source: FactSet, Research reports

Note:
1
FactSet (as of April 5, 2016)
2
Fully diluted shares using treasury stock method
CY'16E
CY'17E
17.6x
15.8x
577
651
10,173
10,282
261
261
38.91
39.32
30
Cetips Revenues Assumptions

Securities Segment
Gross Revenues
(by segment)
Financing Segment
Taxes and Revenue

Deductions
Registration
fixed income security registration product long-term volume growth rate of approximately 10% - 14%, pricing fixed at 2015 levels
derivatives security registration product long-term volume growth rate of approximately 10% - 14%, pricing fixed at 2015 levels
Custody
debentures, bank funding instruments, OTC contracts, structured notes and other securities custody product with a long-term
volume growth of ~10% and maintenance of the registration fee (bps), pricing fixed at 2015 levels
end users: monthly fee per user adjusted by Broad National Consumer Price Index ("IPCA") and number of users with a longterm growth rate of approximately 8% - 9%
Transactions: cost per transaction adjusted by 50% of IPCA and number of transactions with a long-term growth rate of ~10%
Monthly utilization: average cost adjusted by IPCA and average number of users with a long-term growth rate of ~2%
Others1: long-term growth rate of ~10%
New projects: launch of an integrated trading platform focused on government and corporate bonds and bank securities targeting
an increase of market share from current 13% (Cetip Trader) to 20% to be fully operational in 2020
SNG (Communication of liens to DMV): Average ticket adjusted by IPCA and number of financed vehicles with a long-term growth
rate of approximately 2% to 3%
Sircof (Registration of vehicle financing contracts): % of financed vehicles registered kept constant, pricing fixed at 2015 levels and
average ticket adjusted by IPCA
Market data and solution development: long-term growth rate of ~9%
New projects:
electronic appraisal: report for used cars targeting a market share of 75% (total numbers of used cars financed in 2018) to
be fully operational in 2020
electronic formalization: electronic information flow for vehicle financing targeting a market share of 40% (total numbers of
used cars financed in 2018) to be fully operational in 2020
Real estate appraisal:
services of real estate appraisal with average fee of R$125.00 (base 2016) per unit adjusted by IPCA
price already net of costs associated with this service
total number of financed units of 450 thousand (base 2016) with 2% CAGR ('16'25) and Cetip market share of 62.5% in
2016, 70% in 20172019 and 80% from 2020 onwards
17.4% of the gross revenue (realized in the 2015)
Assumes 3 p.p reduction in the Securities segment deductions from 2017 onwards
Source: BM&FBovespa Management

Note:
1
Other revenue are derived primarily from services rendered to Interbank Payments Chamber for processing interbank financial transfers. The Company has been engaged by CIP to process electronic
cash transfers as well as to handle the financial settlement of credit documents and collection slips
31
CetipExpenses and Other Assumptions

Adjusted by IPCA + 2%
Expenses with personnel, share option plan (SOP), auditors, consultants and legal fees, board compensation, general and
administrative expenses, support and maintenance of systems, equipment expenses and rent
Adjusted by IPCA
Expenses
Maintenance and cleaning of facilities, maintenance of machinery and equipment, reception, security and surveillance, media
relations, marketing, recruitment, other operating expenses and other operating income
Estimated as % of Revenues
Taxes and fees, regulatory costs, registration costs and other services
All based on the % of 9M15. Adjustments in regulatory costs and registration costs in order to reflect the change in the accounting
of the contract system in So Paulo as of 2Q'15
Working Capital
Considers no change in net working capital
Taxes
34% of adjusted results before taxes1
Maintained at approximately 6% of net revenues, based on the average capex as % of net revenues in the prior 4 years
One-off capex increase in 2016 due to new projects expected to start in 2020
Capex

Note:
1
Before adjustment for interest on own capital payment, an alternative to making dividend payments to shareholders
32
CetipFinancial Summary
Historical
Projected
CAGR (%)
(R$mm)
2012
2013
2014
2015
2016E
2017E
2018E
2019E
2020E
2021E
2022E
2023E
2024E
2025E
'12 - '15 '16E - '25E
Net Revenues
791
909
1,016
1,125
1,267
1,437
1,584
1,743
2,197
2,410
2,638
2,888
3,162
3,539
12.5%
12.1%
EBITDA1
550
632
699
770
881
1,021
1,136
1,262
1,607
1,779
1,965
2,171
2,397
2,704
11.4%
13.3%
11.4%
13.8%
12.8%
17.6%
20.7%
17.6%
69.5% 69.6% 68.8% 68.4% 69.6% 71.0% 71.7% 72.4% 73.1% 73.8% 74.5% 75.2% 75.8% 76.4%
% Margin
Less: Depreciation &

Amortization
(67)
(76)
(83)
(93)
(104)
(118)
(97)
(107)
(134)
(147)
(161)
(177)
(193)
(216)
483
557
616
678
777
902
1,039
1,156
1,472
1,631
1,804
1,994
2,204
2,488
(96)
(44)
(59)
(111)
(76)
(34)
18
61
111
175
248
330
424
530
387
513
558
567
701
868
1,057
1,217
1,583
1,806
2,052
2,324
2,627
3,018
Less: Taxes
(112)
(152)
(131)
(70)
(202)
(253)
(310)
(355)
(469)
(531)
(599)
(674)
(756)
(866)
Net Income
275
361
427
498
499
615
747
862
1,114
1,275
1,453
1,651
1,871
2,152
EBIT
Financial Revenues and

Expenses
EBT

Note:
1
Historical data excludes equity in the results of associate
33
CetipDiscounted Cash Flow
Methodology
Currency
Discounted
cash flow
Discount Rate
Perpetuity Growth
Rate
Unlevered discounted cash flow method
Projection of the unlevered cash flows to firm
Cash flows are discounted using the weighted average cost of capital (WACC) to calculate their present value using
mid-year convention
Valuation prepared on a stand-alone basis, not including operating, financial, or strategic benefits or losses, if any, that
Cetip may have upon conclusion of the potential Transaction
Projections in nominal R$
Converted to US$ using Central Bank of Brazil projections through 2020; R$ further depreciated through 2025 by ratio
of each countries' stated inflation target based on Economist Intelligence Unit projections
Base date: December 31, 2015
Projection period: annual projections from 2016 to 2025
Discounted cash flow in nominal US$
Calculated based on: (i) risk-free return rate per US 10 year Treasury bonds rate adjusted to Brazil US$ government bond
rate, (ii) market risk premium, (iii) leveraged beta of the sector, and estimated cost of debt for assumed US$ issuance
Represents 3.0% estimated long-term nominal growth for Cetip

34
CetipDiscounted Cash Flow

(R$mm, unless noted)
Cetip EBITDA
Less: Depreciation & Amortization
Cetip EBIT
Less: Interest On Own Capital 1
Taxable EBIT 2
Tax Rate
Taxes
Cetip EBIT
Less: Taxes
Plus: Depreciation & Amortization
Less: Total Capex
Plus: (Increase) / Decrease in Working Capital
Unlevered Free Cash Flows
R$/US$ Average Rate 3
US$ Free Cash Flows
Free Cash Flow to Firm

Present Value of the Cash Flows
Present Value of the Terminal Value 4
Enterprise Value
Exchange Rate R$/US$
Enteprise Value 5
Less: Debt 6
Plus: Cash 6,7
Equity Value
Diluted Shares Outstanding 8
Equity Value per Share 9
US$mm
US$mm
US$mm
4/5/2016
R$mm
R$mm
R$mm
R$mm
mm
R$ / share
1,331
1,871
3,202
3.67
11,740
(1,302)
860
11,298
260
43.39
Minimum Range 10
Maximum Range 10
R$ / share
R$ / share
41.33
45.45
2016E
881
(104)
777
2017E
1,021
(118)
902
2018E
1,136
(97)
1,039
Calendar Year Ended December 31,

2019E
2020E
2021E
2022E
1,262
1,607
1,779
1,965
(107)
(134)
(147)
(161)
1,156
1,472
1,631
1,804
2023E
2,171
(177)
1,994
2024E
2,397
(193)
2,204
2025E
2,704
(216)
2,488
(127)
650
34.0%
221
777
(221)
104
(129)
0
531
3.74
142
(146)
756
34.0%
257
902
(257)
118
(88)
0
676
4.25
159
(169)
870
34.0%
296
1,039
(296)
97
(97)
0
743
4.50
165
(197)
959
34.0%
326
1,156
(326)
107
(107)
0
830
4.70
177
(373)
1,621
34.0%
551
1,994
(551)
177
(177)
0
1,443
5.27
274
(435)
1,768
34.0%
601
2,204
(601)
193
(193)
0
1,602
5.40
297
(506)
1,983
34.0%
674
2,488
(674)
216
(216)
0
1,814
5.53
328
(229)
1,243
34.0%
423
1,472
(423)
134
(134)
0
1,050
4.90
214
(271)
1,360
34.0%
463
1,631
(463)
147
(147)
0
1,169
5.02
233
(319)
1,485
34.0%
505
1,804
(505)
161
(161)
0
1,299
5.14
253

Notes:
1 Represents payment to shareholders characterized as interest on own capital
2 Interest on own capital reduces taxable income basis
3 Sourced from Central Bank of Brazil projections through 2020; R$ depreciated throughout balance of projection period by
differential in long-term inflation targets of 4.5% for Brazil and 2.0% for the US, according to Economist Intelligence Unit
projections for 2025
4 Terminal value considering a perpetuity growth rate of 3.0%
5 Converted at R$/US$ exchange rate of 3.67 as of April 5, 2016
6 Represents balance sheet data as of 12/31/15
7 Represents cash and cash equivalents plus financial investments (available and restricted, current and non-current) less dividends
and interest on own capital payable and additional dividends proposed
8 Diluted shares based on treasury stock method of vested shares at R$40.65 per share as of April 5, 2016
9 Discounted to 12/31/15 at a discount rate of 10.2%
10 Minimum and maximum represents a +/-4.75% range from R$43.39
35
Section 4
BM&FBovespa
Section 4.A
BM&FBovespa
Company and Sector Overview
BM&FBovespaCompany Overview
BM&FBovespa is the leading exchange in Latin America by market capitalization
Presentation of BM&FBovespa Activities
1890
Foundation of Bolsa Livre
(Bovespa's predecessor)
2015 Gross Revenues Breakdown
1967
BM&FBovespa, headquartered in So Paulo, was created in 2008

with the merger between the Brazilian Mercantile & Futures
Exchange (BM&F) and the So Paulo Stock Exchange (Bovespa)
Bovespa mutualization
1986
Start of BM&F activities
Aug 2007
BM&F demutualization
Oct 2007
Bovespa Holding IPO
(BOVH3)
Nov 2007
BM&F IPO (BMEF3)
Equities - trading
6.0%
Custody
5.3%
Equities clearing
30.8%
currently is the leading exchange in Latin America by market

capitalization
Only regulated exchange in Brazil trading equities (cash and

derivatives), commodities, fixed income and FX, BM&FBovespa has a
fully integrated business model that includes clearing, settlement and
other post-trade operations
As of December 31, 2015 the exchange had R$ 26.3 billion in total

assets
Bovespa Hld
demutualization
Sep 2007
both entities had demutualized and IPO-ed in 2007 and merged

institution is currently traded under ticker symbol BVMF3 on the
Novo Mercado, the highest level of corporate governance in
Brazil
Ancillary services
14.3%
Derivatives
43.7%
Ownership Structure1
Capital World
Investors
8%
Oppenheimer
Funds
7%
Vontobel Asset
Management
7%
Blackrock
5%
Treasury
2%
Others
71%
May 2008
Merger between BM&F and
Bovespa Holding and
creation of BM&FBovespa
(BVMF3)
Source:
Note:
1
As of March 21st, 2016
38
BM&FBovespaFinancial Highlights
Gross Revenues (R$mm) and Gross Revenues Breakdown
2,459
2,289
2,370
13%
4%
13%
5%
38%
39%
39%
44%
35%
35%
36%
31%
11%
8%
7%
6%
2012A
Equities - trading
2013A
Equities - clearing
2,250
65.5%
68.4%
66.3%
14%
5%
13%
5%
2014A
Derivatives
Custody
EBITDA (R$mm) and EBITDA Margin
Net Revenues (R$mm)
2015A
Ancillary services
2,065
2,127
2,030
2012A
2013A
2014A
2,217
2015A
Net Cash (R$mm)
Net Income (R$mm)

High increase due to
growth on financial
income, FX and one-off
profit from the sale of
CME
66.6%
5,845
BM&FBovespa sold R$1.2 billion
worth of CME in September 2015
and reclassified R$4.8 billion to
available for sale financial securities.
Also includes R$1.3 billion of
collateral for transactions
2,609
2,203
1,353
2012A
1,455
2013A
Source:
1,345
2014A
1,477
2015A
1,074
1,081
978
2012A
2013A
2014A
2,019
885
2015A
2012A
2013A
2014A
2015A
Company filings
39
BM&FBovespaHistorical Financial Analysis

Balance Sheet Assets
Balance Sheet Liabilities and Equity

Fiscal year ended in December
R$mm
Current assets
Cash and cash equivalents
Financial investments and marketable securities
31st
2012A
2013A
2014A
2015A
3,536
4,319
2,785
8,674
44
1,197
501
441
1
2013A
2014A
2015A
Current liabilities
1,661
2,711
1,892
2,097
Collateral for transactions
1,134
2,073
1,322
1,338
Earnings and rights on securities in custody
44
50
46
49
Suppliers
61
45
66
43
Salaries and social charges
74
75
72
117
Provision for taxes and contributions payable
28
26
25
35
37
42
47
70
278
397
308
437
Noncurrent liabilities
3,073
3,887
4,383
5,860
Debt issued abroad
1,242
1,426
1,619
2,384
Deferred income tax and social contribution
1,740
2,296
2,585
3,272
Provisions for tax, civil and labor contingencies
63
89
103
119
Obligation with post-retirement health care

benefit
28
26
28
26
Other liabilities
50
48
58
19,414
19,299
18,988
18,352
16
15
10
24,147
25,897
25,263
26,309
3,233
2,853
1,962
57
54
58
75
79
72
158
180
120
166
175
18
16
26
26
20,611
21,577
22,478
17,635
Long-term receivables
809
1,135
1,523
1,961
Interest payable on debt issued abroad
Financial investments and marketable securities
574
821
1,393
1,816
Dividends and interest on equity payable
Judicial deposits
132
203
Other receivables
98
109
120
141
Prepaid expenses
Investments
Investments in associates
2,929
3,346
3,761
31
Investment in subsidiaries
2,894
3,313
3,729
35
34
32
31
361
423
421
453
Intangible assets
16,512
16,672
16,773
15,190
Goodwill
16,064
16,064
16,064
14,402
448
608
709
788
24,147
25,897
25,263
26,309
Accounts receivable
Other receivables
Taxes recoverable and prepaid
Prepaid expenses
Noncurrent assets
Investment properties
Property and equipment
Software and projects

Total assets
7,799
2012A
R$mm
Other liabilities
Equity
Non-controlling interests
Total liabilities and equity
Source:
Note:
1
BM&FBovespa sold R$1.2 billion worth of CME in September 2015 and reclassified R$4.8 billion to available for sale financial securities. Includes R$1.3 billion of collateral for transactions
40
BM&FBovespaHistorical Financial Analysis

Profit & Loss
R$mm
Revenue
Revenue growth
Expenses
Margin
2012A
2,065
(763)
36.9%
2013A
2,127
3.0%
(791)
37.2%
2014A
2,030
(4.6%)
(804)
39.6%
2015A
2,217
9.2%
(861)
38.4%
(354)
(103)
(94)
(51)
(11)
(18)
(19)
(42)
(7)
(65)
149
1,302
51
1,353
65.5%
209
297
(88)
1,660
(586)
(67)
(518)
1,074
1,074
52.0%
(352)
(110)
(120)
(46)
(12)
(17)
(15)
(56)
(8)
(56)
171
1,336
120
1,456
68.4%
181
299
(118)
1,688
(607)
(60)
(546)
1,081
(0)
1,081
50.8%
(354)
(124)
(119)
(40)
(12)
(13)
(11)
(56)
(9)
(66)
212
1,226
119
1,345
66.3%
208
362
(154)
1,647
(661)
(104)
(557)
986
(8)
978
48.2%
(443)
(122)
(111)
(41)
(14)
(6)
(12)
(8)
(9)
(84)
(1,663)
136
1,735
724
1,366
111
1,477
66.6%
509
746
(237)
2,807
(604)
(46)
(558)
2,203
2,203
99.4%
'12'15 CAGR
2.4%
3.7%
Administrative and general

Personnel and related charges
Data processing
Depreciation and amortization
Third-party services
Maintenance in general
Communications
Promotion and publicity
Taxes
Board and committee members compensation
Sundry
Impairment of assets
Equity pickup
Equity method discontinuation
Gain on disposal of investment in associates
(=) EBIT
(+) Depreciation and Amortization
(=) EBITDA
Margin
Financial result
Financial income
Financial expenses
Income before income tax and social contribution
Current
Deferred
Net income from continuing operations
Net income (loss) from discontinued operations
Net income for the year
Margin
Source:
1.6%
3.0%
34.5%
19.1%
1.0%
27.1%
27.1%

41
BM&FBovespaSector Overview
BM&FBovespa is the only
equities; derivatives
(equity, fixed income and
commodities) trading
venue in Brazil
Average Daily Trading Value "ADTV" (R$ million)

7,251
7,418
7,293
6,492
6,793
Foreign investors
participation in the
average equities daily
trading value accounted
for 54% in 2015
1.5%
1.4%
1.4%
9.1%
8.3%
6.8%
21.2%
18.1%
15.1%
2012A
2013A
Cash
Options
2014A
2015A
Average Market Capitalization and Turnover

Velocity (R$ trillion, %)
72.9%
70.0%
72.4%
34.8%
40.3%
43.8%
2011A
2012A
2013A
Foreign
Forward
2011A
Institutional
466
2012A
2.4
2013A
2.4
2014A
1.5%
4.5%
13.4%
28.8%
26.9%
50.7%
53.7%
2014A
2015A
Financial
Institutions
Others
72.9%
10
2.4
Retail
1.4%
5.5%
13.7%
# of Listed Companies
64.2%
2.4
32.9%
31.9%
33.3%
2011A
Average market
capitalization in 2015 was
R$2.2 trillion and Bovespa
had 440 listed companies
as of December 31st, 2015
Breakdown of ADTV by Investor Type
455
454
452
13
12
12
440
12
182
178
187
192
192
274
262
255
250
236
2012A
2013A
2014A
2.2
2015A
2011A
Traditional
Special Segment
2015A
BDR
42
Section 4.B
BM&FBovespa
Valuation

VWAP for the last 12 months prior to the First Material Fact is R$10.73 and R$12.52 from the First Material Fact to April 5th, 2016
Material Fact Released

on November 3rd, 2015
Historical VWAP Price of BM&FBovespa Since the First Material

Fact (from November 3rd, 2015 to April 5th, 2016)
March 2nd, 2016
Declined BO
50.0
16.00
16.00
November 13th, 2015

NBO Date
February 19th, 2016
BO Date
40.0
11.43
30.0
8.00
20.0
4.00
10.0
0.00
Nov-14
0.0
Jan-15
Volume
Source:
Mar-15
Jun-15
Aug-15
Price VWAP (R$)
Oct-15
VWAP
Price VWAP (R$)
10.73
12.00
Volume (mm)
Price VWAP (R$)
12.00
50.0
15.58
40.0
12.52
30.0
8.00
December 3rd, 2015

Declined NBO
20.0
4.00
0.00
Nov-15
Volume (mm)
Historical VWAP Price of BM&FBovespa Prior to the First Material

Fact (from November 3rd, 2014 to November 2nd, 2015)
10.0
0.0
Dec-15
Volume
Feb-16
Price VWAP (R$)
Apr-16
VWAP
NBO: Non-Binding Offer
BO: Binding Offer
44

VWAP for the periods of 1, 30, 60, 90, 180 trading days and 1 year before the First Material Fact and for the period since the
date of the First Material Fact until April 5th, 2016
Summary of VWAP for Selected Periods
Price VWAP (R$)

Trading Days Prior to the Material Fact Release
Weighted by Trading Volume
11.43
30
11.41
60
10.99
90
11.03
180
11.15
12 months (from November 3rd, 2014 to November 2nd, 2015)
10.73
Since the First Material Fact (from November 3rd, 2015 to April 5th, 2016)
12.52
Source:

45
Valuation by Shareholders' Equity Book Value

Equity book value per share is R$10.30 for BM&FBovespa, as of December 31st, 2015
Equity Book Value per Share
R$million, unless otherwise indicated

Total Assets
As of December 31st, 2015

26,309
Total Liabilities
7,957
Shareholders' Equity
Outstanding Shares (mm)
Common Shares
Treasury Shares
Equity Book Value per Share (R$)
Source:
Company filings
Note:
1
Shareholders' Equity / Outstanding Shares
18,352
1,782
1,815
33
10.301
46
BM&FBovespaSelected Trading Multiples Methodology
UBS has used the trading multiples valuation approach in order to estimate the economic value of BM&FBovespa
Selected Trading Multiples is a relative valuation method which estimates the value of a company using ratios of market valuation to financial metrics of
similar publicly traded companies; traditional trading multiples include P/E and EV/EBITDA
Trading multiples of BM&FBovespas comparable companies were calculated based on the EBITDA and net income forecasts from market analysts for the
years 2016 and 2017, and applied over the EBITDA and net income forecasts for BM&FBovespa over the same years, given that forecasts from market
analysts are generally limited to two years
Selected comparable companies are international exchanges sharing several aspects in common with BM&FBovespa, including the following1:
business model
revenue mix
product and service offerings
size and scale of operations
monopolistic position within its home country in certain market segments the comparable company operates in
emerging market exposure
Selected Trading Comparables
Note:
1
Not every aspect applicable for each selected comparable company. See Appendix A for more details on selection of comparable companies
47
BM&FBovespaSelected Trading Multiples

EV/EBITDA
Price / EPS
Headquarters
April 5, 2016
Price (R$)
Market Value
(R$bn)
Enterprise Value
(R$bn)
CY'16E
(x)
CY'17E
(x)
CY'16E
(x)
CY'17E
(x)
United States
869.83
104.7
129.5
12.5
11.4
16.8
15.1
United States
346.63
118.1
120.1
12.9
11.9
22.0
20.5
Germany
302.75
56.2
64.6
11.0
10.1
15.9
14.1
United States
238.28
40.6
48.2
11.4
10.6
17.3
15.7
21.02
21.8
20.4
15.5
14.4
22.7
21.1
United States
240.04
19.7
19.4
13.8
12.8
25.7
23.8
Australia
114.43
22.2
19.3
12.0
11.6
18.8
18.1
Canada
128.38
7.0
9.6
10.2
9.6
12.6
11.4
Spain
113.25
9.5
8.6
8.7
8.8
13.0
13.3
Malaysia
8.19
4.4
4.3
14.8
13.9
22.4
21.0
Mexico
5.73
3.6
3.3
10.9
9.9
18.5
16.5
Mean
12.2
11.4
18.7
17.3
Median
12.0
11.4
18.5
16.5
Singapore
Min
8.7
8.8
12.6
11.4
Max
15.5
14.4
25.7
23.8
Source: FactSet as of April 5, 2016

Note:
1
R$ / US$ exchange rate of 3.67 as of April 5, 2016, fully diluted shares using treasury stock method
48
BM&FBovespa Valuation Based on Comparable Trading Multiples

EV / EBITDA Analysis
(R$ mm)
CY'16E
CY'17E
EV/EBITDA Multiple (sample median)
12.0x
11.4x
EBITDA (consensus)
1,582
1,758
19,004
19,973
2,179
2,179
Implied Enterprise Value
(-) Net Debt

(-) Minorities
Total Shares Outstanding (mm)2
Share Price (R$)
10
10
16,815
17,784
1,796
1,796
9.36
9.90
Min. Range
Max. Range
Mid-Point ("MP")
MP-4.75%
MP+4.75%
19,488
18,563
20,414
17,299
16,478
18,121
9.63
9.18
10.09
Min. Range
Max. Range
Mid-Point ("MP")
MP-4.75%
MP+4.75%
29,085
27,703
30,466
16.20
15.43
16.97
Price to Earnings Analysis

(R$ mm)
CY'16E
CY'17E
P/E Multiple (sample median)
18.5x
16.5x
Net Income (consensus)
1,565
1,773
28,900
29,270
1,796
1,796
16.09
16.30

Total Shares Outstanding
(mm)2
Share Price (R$)
Source:
Note:
1
2
FactSet, Research reports

FactSet as of April 5, 2016
Fully diluted shares using treasury stock method
49
Appendix A
Selected Comparable Companies for Cetip

and BM&FBovespa
Selected Comparable Companies for BM&FBovespa and Cetip

Mature Market Exchanges
Peer
Key Financials
Comments
R$bn
Headquartered in New York, Nasdaq is a provider of trading, clearing, exchange technology,

regulatory, securities listing, information and public company services across six continents
with over 3,800 employees
With c.10,000 corporate clients, Nasdaq has around 3,700 listed companies with market cap
of ~US$9.6 trillion
Revenue mix for operating segments: Market Services (61.2%), Technology Solutions (16.0%),
Information Services (15.0%) and Listing services (7.8%)
On March 9, 2016, entered into a definitive agreement to International Securities Exchanges

for US$1.1bn
On February 12, 2016, announced to acquire Marketwired, a newswire operator and press
release distributor for US$200mm
Headquartered in Toronto, TMX Group operates cash & derivative markets for multiple asset
classes including equities, fixed income and energy with over 1,100 employees
Revenue mix for operating segments: Efficient Markets & Market Solutions (29.5%), Market
Insights (29.4%), Capital Formation (25.1%), Derivatives (14.6%) and Others (1.5%)
Has a combined market share (including TSX, Alpha, and TMX Select) of the total volume
traded in Canadian based interlisted issues of 34%
In February 2016, introduced two integrated products: TMX Insights and TMX Analytics
In June & November 2015, announced launch of AgriClear (online platform & payment service
for US and Canadian cattle buyers & sellers) and NAVex (a fund transfer platform) respectively
Headquartered in Madrid, BME is an operator of Spain's stock market and financial systems
with over 700 employees
Has additional significant presence in LatAm
Revenue mix for operating segments: Equity (46.8%), Settlement & Registration (24.3%),
Information (11.4%), Clearing (5.4%), IT & Consulting (5.4%), Derivatives (3.6%), Fixed
Income (2.9%)
On February 29, 2016, announced acquisition of remaining stake (50%) it didn't already own
in Infobolsa SA from Deutsche Brse AG's for US$9.2mm in cash
Share Price (R$)

Fully-Diluted Shares (mm)
Equity Value
238.28
170.6
40.6
Excess Cash
1.1
Debt
8.7
Enterprise Value
48.2
2016 EV/EBITDA
11.4x
2016 P/E
17.3x
R$bn
Share Price (R$)
128.38
54.4
Equity Value
7.0
Excess Cash
0.4
Debt
3.1
Enterprise Value
9.6
2016 EV/EBITDA
10.2x
2016 P/E
12.6x
R$bn
Share Price (R$)
83.9
Equity Value
9.5
Excess Cash
0.9
Debt
0.0
Enterprise Value
8.6
2016 EV/EBITDA
8.7x
2016 P/E
Source:
Note:
1
113.25
13.0x
Company InformationMarket data as of April 5, 2016; R$ / US$ exchange rate of 3.67 as of April 5, 2016
Excess Cash as per the latest financial statement excluding financial investments, restricted cash, regulatory capital requirements and customer balances, as appropriate and to the extent available
51

Mature Market Exchanges (cont'd)
Peer
Key Financials
Comments
R$bn
Share Price (R$)

Equity Value
21.02
1,074.9
21.8
Excess Cash
1.4
Debt
0.0
Enterprise Value
20.4
2016 EV/EBITDA
16.0x
2016 P/E
22.7x
Source:
Note:
1
R$bn
Share Price (R$)
114.43
193.8
Equity Value
22.2
Excess Cash
2.9
Debt
0.0
Enterprise Value
19.3
2016 EV/EBITDA
12.0x
2016 P/E
18.8x
Headquartered in Singapore, SGX is a multi asset exchange that provides listing, trading,
clearing, settlement, depository and data services with over 700 employees
About 40% of listed companies and 90% of listed bonds originate from outside of Singapore
Revenue mix for operating segments: Derivatives (40.3%), Securities (25.4%), Depository
services (13.7%),Market data & Connectivity (10.3%) Issuer services (10.2%), and Others
(0.1%)
In February 2016, was in talks to buy Baltic Exchange, which could bolster its derivatives
business and strengthen Singapore as a maritime hub
Planning to introduce a derivative product that would allow investors to trade futures on Indian
sector-specific indexes
Headquartered in Australia, ASX offers a full suite of services, including listings, trading,
clearing and settlement, across a comprehensive range of asset classes with over 500
employees
Revenue mix of operating segments: Derivatives & OTC markets (34.5%), Listings & issuer
services (26.2%), Trading services (23.8%), Equity post trade services (13.1%), Other revenue
(2.4%)
On March 1, 2016, announced collaboration with Nasdaq to replace ASXs existing clearing
technology platforms with Nasdaqs Genium INET Clearing Platform
On January 22, 2016, bought minority stake in Digital Asset, a blockchain start up for
US$10.5mm
52

Derivative-Hybrid Exchanges
Peer
Key Financials
Comments
R$bn
Share Price (R$)
240.04
82.3
Equity Value
19.7
Excess Cash
0.4
Debt
Enterprise Value
0.0
19.4
2016 EV/EBITDA
13.8x
2016 P/E
25.7x
R$bn
Share Price (R$)
869.83
120.4
Equity Value
104.7
Excess Cash
2.3
Debt
27.0
Enterprise Value
129.5
2016 EV/EBITDA
12.5x
2016 P/E
16.8x
R$bn
Share Price (R$)
Source:
Note:
1
302.75
187.2
Equity Value
56.2
Excess Cash
3.0
Debt
11.4
Enterprise Value
64.6
2016 EV/EBITDA
11.1x
2016 P/E
15.9x
Headquartered in Chicago, IL with over 500 employees

Operates markets that offer trading options on various market indexes, futures contracts and
multiply-listed options like equity and ETP options in US
Operates through single operating segment consisting of 3 stand-alone exchanges: Chicago
Board Options Exchange, CBOE Futures Exchange and C2
Market share: ~27.1% (for options in US)
Caters to both retail and institutional customers
On August 26, 2015, completed the acquisition of the market data services and trading
analytics platforms of Livevol for US$10.3mm in cash
Headquartered in Atlanta, GA with over 5,500 employees

Operates regulated exchanges, clearing houses and listings venues for a broad array of
derivatives and securities contracts across major asset classes
also provides data services for commodity and financial markets

Has presence in US, UK, Europe, Canada and Singapore
US segment contributed 59% to the net revenues in 2015

On December 14, 2015, completed US$5.2bn acquisition of Interactive Data Corp, a provider
of financial market data, analytics and related trading solutions
Headquartered in Eschborn, Germany with over 5,000 employees

Operates markets trading of securities and derivatives
also provides clearing, settlement and custody services, market data, and development
and operation of electronic trading systems
Has presence in Europe, Americas and APAC
Revenue mix for operating segments: Xetra (8%), Eurex (43%), Clearstream (32%) and
Market Data Services (17%)
On March 16, 2016, Deutsche Brse and London Stock Exchange agreed on the terms of a
~US$30bn all-share merger of equals
53

Derivative-Hybrid Exchanges (cont'd)
Peer
Key Financials
Comments
R$bn
Share Price (R$)

340.7
Equity Value
118.1
Excess Cash
6.2
Debt
Source:
Note:
1
346.63
8.2
Enterprise Value
120.1
2016 EV/EBITDA
12.9x
2016 P/E
22.0x
Headquartered in Chicago, IL, CME Group is a derivative marketplace with over 2,500
employees
Provides global benchmark products across major asset classes, based on interest rates, equity
indexes, foreign exchange, energy, agricultural commodities and metals through its exchanges
(CME, CBOT, NYMEX and COMEX ) to customers worldwide
Access in 150 countries through alliances with 12 partner exchanges
Revenue mix by products: Clearing & transaction (84%), Market data & information (12%),
Access & communication(2%) and Others (2%)
Customers consists of professional traders, financial institutions, individual and institutional
investors, corporations, manufacturers, producers and governments
54

Emerging Market Exchanges
Peer
Key Financials
Comments
R$bn
Headquartered in Mexico City
Engages in the operation of equity and debt securities and derivatives market
Share Price (R$)

5.73
625.0
Equity Value
3.6
Excess Cash
0.5
Debt
0.2
Enterprise Value
3.3
2016 EV/EBITDA
10.9x
2016 P/E
18.5x
R$bn
Share Price (R$)
Equity Value
Source:
Note:
1
8.19
538.0
4.4
Excess Cash
0.1
Debt
0.0
Enterprise Value
4.3
2016 EV/EBITDA
14.8x
2016 P/E
22.4x
businesses include trading and operations, listing, custody, clearing, settlement,

counterparty services, settlement services and data sales
Revenue mix for operating segment: Cash Equities (16%), Derivatives (6%), OTC (19%), Issuers
(22%), Custody (20%), Information Services (13%) and Others (4%)
On December 12, 2014, appointed Jos Oriol Bosch Par as CEO, effective January 1, 2015
Headquartered in Kuala Lumpur, Malaysia with ~600 employees
Operates a fully integrated exchange, offering the complete range of exchange-related

services, including trading, clearing, settlement and depository services
Operates through four segments: Securities market, Derivatives market, Islamic capital market
and Exchange holding
securities market segment contributes ~84% of total profits

On March 24, 2016, issued various amendments to the Main Market and ACE Market Listing
Requirements to raise the standards of disclosure and Corporate Governance practices
55
Appendix B

EBITDA (R$ million)
Broker1
Date
Net Income (R$ million)
2016E
2017E
2016E
2017E
BTG PACTUAL EQUITIES RESEARCH
March 22, 2016
867
981
531
613
HSBC GLOBAL RESEARCH
March 21, 2016
885
973
625
708
JP MORGAN
March 10, 2016
897
1,036
564
657
BANCO VOTORANTIM
March 9, 2016
853
954
593
660
UBS
March 7, 2016
856
943
547
600
BRASIL PLURAL SECURITES LLC
March 4, 2016
834
na
582
na
SANTANDER
March 2, 2016
1,037
1,100
543
615
BRADESCO CORRETORA
February 10, 2016
878
1,021
628
715
ITAU SECURITIES
November 9, 2015
826
927
na
654
September 18, 2015
855
968
na
624
FactSet Consensus Median2
871
981
577
651
Broker Min
826
927
531
600
Broker Max
1,037
1,100
628
715
COINVALORES
Source:
Note:
1
2

Includes available individual broker estimates
Includes restricted broker estimates
57
Appendix C
Selected Analyst Estimates for

BM&FBovespa
Selected Analyst Estimates for BM&FBovespa

EBITDA (R$ million)
Broker1
Net Income (R$ million)
Date
2016E
2017E
2016E
2017E
BTG PACTUAL EQUITIES RESEARCH
March 22, 2016
1,714
1,912
1,708
1,880
HSBC GLOBAL RESEARCH
March 21, 2016
1,366
1,505
1,467
1,602
JP MORGAN
March 15, 2016
1,556
1,742
1,870
2,042
UBS
March 15, 2016
1,596
1,921
1,496
1,549
February 15, 2016
1,564
1,719
1,640
1,754
January 12, 2016
1,650
1,775
1,351
1,807
SANTANDER
November 30, 2015
1,535
1,692
1,593
1,802
BANCO VOTORANTIM
November 27, 2015
1,582
1,652
1,593
1,802
ITAU SECURITIES
November 26, 2015
1,525
1,675
1,308
1,527
COINVALORES
November 12, 2015
1,529
1,567
1,377
1,498
October 15, 2015
1,609
1,953
1,537
2,146
FactSet Consensus Median2
1,582
1,758
1,565
1,773
Broker Min
1,366
1,505
1,272
1,467
Broker Max
1,714
1,953
1,870
2,146
BRADESCO CORRETORA
DEUTSCHE BANK RESEARCH
BRASIL PLURAL SECURITIES
Source:
Note:
1
2

Includes available individual broker estimates
Includes restricted broker estimates
59
Appendix D
Additional Materials
CetipWACC
Weighted Average Cost of CapitalCAPM Method
Weighted Average Cost of Capital Calculation

Risk Free Rate
Market risk
premium
(+)
(=)
Levered beta
US Treasury 10 Years
2.2%
Brazilian Gov. Bond Spread
2.7%
Risk Free Rate
4.9%
Cost of Equity
Cost of equity
Market Risk Premium
6.9%
Cetip Implied Levered Beta
0.80x
(=)
Sector Market Premium
5.5%
(+)
Risk Free Rate
4.9%
Cost of Equity
10.4%
(x)
Debt / equity
ratio
Risk free rate
Weighted
Average Cost of
Capital (WACC)
(=)
Cost of Debt
6
(x)
(=)
Pre-tax cost of
debt
Pre-Tax Cost of Debt

Brazilian Tax Rate
Cost of Debt
6.3%
34.0%
4.1%
WACC
1 tax rate
Post-tax cost of
debt
Net Debt / Enterprise Value
4.0%
(x)
Cost of Debt
4.1%
(+)
Equity Value / Enterprise Value
96.0%
(x)
Cost of Equity
10.4%
(=)
WACC
Notes:
1
10-Year US Treasury Bond 2-Year Average Rate as of April 5, 2016. Source: Bloomberg
2
GEBU10Y Brazilian Bond and 10-Year US Treasury Bond 2-Year Average Spread as of April 5, 2016. Source: Bloomberg
3
Per Duff & Phelps 2016 Valuation Handbook
4
Implied levered beta based on the median of unlevered (unlevered by their respective capital structure) 2-Year Weekly Beta in USD vs S&P of comparable companies (ASX Limited, Bolsa y Mercados
Espanoles, Bolsa Mexicana de Valores, Bursa Malaysia, Deutsche Boerse, Intercontinental Exchange, Singapore Exchange and TMX Group) and re-levered by Cetip's capital structure. Cetip 2-Year Weekly
Beta in USD vs S&P of 0.85x and 5-Year Weekly Beta in USD vs S&P of 0.79x. Source: Bloomberg
5
Cost of equity calculated according to the following formula: Ke=Rf+*(market risk premium)
6
UBS CCS estimates for a 10-year cost of debt in USD of 6.25%
7
Kd=(Pre-Tax Cost of Debt)*(1-Brazilian Tax Rate)
10.2%
61
Liquidity Analysis
BM&FBovespa is the 6th
most traded stock in the
Bovespa by volume1
Top 10 Most Traded Stocks in Bovespa by Volume1 (R$million)

507
461
Considering
BM&FBovespa average
daily traded volume1, the
position of the largest
stockholder represents 23
days of trading
334
306
238
195
177
171
157
152
Top Stockholders of BM&FBovespa and Divestment Analysis

Rank
1
2
3
4
5
6
7
8
9
10
Total
Holder Name
# of Shares (mm)
CAPITAL GROUP COMPANIES INC
286
MASSACHUSETTS MUTUAL LIFE INS
135
VONTOBEL HOLDING AG
130
BLACKROCK
92
CME GROUP
91
INVESCO LTD
76
VANGUARD GROUP
67
DIMENSIONAL FUND ADVISORS LP
49
FRANKLIN RESOURCES
44
BM&F BOVESPA
28
998
% of Total Shares
Outstanding
16.0%
7.6%
7.3%
5.2%
5.1%
4.3%
3.8%
2.7%
2.5%
1.6%
56.0%
Volume
(R$million)
4,460
2,104
2,030
1,443
1,418
1,191
1,046
761
684
445
15,582
Average Daily Volume Traded1

(R$million)
195
195
195
195
195
195
195
195
195
195
Source:
Notes:
1
Considering average daily volume traded in number of shares (from April 5, 2015 to April 5, 2016) multiplied by the price of each stock as of April 5, 2016
2
ITUB4
3
ITSA4
Days of Trading
23
11
10
7
7
6
5
4
4
2
62
Appendix E
Glossary
Glossary
ADTV
Average Daily Trading Value
Beta
Ratio measuring the non-diversifiable risk of a share. It is a ratio between the return on the share and the return of the market. Accordingly, the risk premium will
always be multiplied by this coefficient, demanding a higher risk premium the more the share price varies from that of the market portfolio
CAPM
Capital Asset Pricing Model
CDI
Interbank Deposit Certificate
CVM
Brazilian Securities and Exchange Commission
DCF
Discounted Cash Flow method
EBIT
Earnings Before Interest and Taxes
EBITDA
Earnings Before Interest, Taxes, Depreciation and Amortization
EV
Enterprise Value
MP
Mid-point
OTC
Over-the-counter
VWAP
WACC
Weighted Average Cost of Capital Calculation
64
Appendix F
Disclaimer
Disclaimer
1. UBS was engaged by BM&FBovespa to prepare the Valuation Report to be presented to BM&FBovespas Board of Directors, in the context of the discussions related to the Transaction involving the BM&FBovespa and Cetip, as described in
the Material Fact. This Valuation Report is prepared in accordance with the applicable regulation and following market practices of evaluating companies and considers (i) the valuation analysis of Cetip in accordance with the methods of (a)
discounted cash flow analysis; (b) volume weighted average price; (c) book value; and (d) comparable trading multiples; and (ii) the valuation analysis of BM&FBovespa in accordance with the methods of (a) volume weighted average price; (b)
book value; and (c) comparable trading multiples. This Valuation Report is dated of April 9th, 2016, with December 31st, 2015, as its base date (with the clarifications mentioned on item 15 below) and was prepared by UBS based on the
information, assumptions and financial data provided by BM&FBovespa or those publicly available to the market.
2. This Valuation Report was prepared by UBS exclusively for the use and benefit of the BM&FBovespa's Board of Directors for the sole purpose of enabling them to evaluate the Transaction. However, the Valuation Report does not contain all
of the information required to make a determination on the appropriateness, valuation nor structure of the Transaction and does not purport to convey a recommendation with respect to pursuing or not the Transaction. This Valuation Report
and the information herein shall not be used by third parties for any purpose, and shall only be released or reproduced as necessary, provided that any person that may have access to the Valuation Report (a) will not be entitled to use or refer
to this Valuation Report, or its conclusions, to any third party without prior written permission by UBS; and (b) agrees not to disclose the content of the Valuation Report to any third party. Furthermore, in case this Valuation Report is not
reproduced in full, it is agreed that all references to UBS or to the Valuation Report in any such document and the description and inclusion of any such Valuation Report and the contents therein shall be subject to UBS prior written consent
with respect to form and substance. No information related to (i) the name of UBS, or (ii) the terms of such Valuation Report or any communication from UBS in connection with such Valuation Report will be quoted or referred to orally or in
writing, without UBS prior written consent.
3. UBS did not and will not make any explicit or implicit recommendation to the boards of directors nor shareholders of either BM&FBovespa nor Cetip, including with regards to the Transaction, neither with respect to the consideration of the
potential synergies, nor any benefits or disadvantages that could result from the completion of the Transaction, as such consideration, if any, shall be made by BM&FBovespa or by Cetip and its respective management at the time when the
Transaction is submitted for approval by the shareholders. UBS did not and will not make any recommendation as to the structure of the Transaction, the specific value amount to be submitted to the shareholders, the contractual terms of the
Transaction or as to any other aspects related to the Transaction, nor did UBS participate in the negotiation of the Transaction. Any recipient of this Valuation Report other than BM&FBovespa's Board of Directors (i) may not rely on the
Valuation Report in determining any course of action in relation to the Transaction nor any other transaction involving BM&FBovespa and/or Cetip and will not make any claim that it has relied upon it, and (ii) must seek its own independent
financial advisor.
4. UBS assumes that all the information and financial projections (including, for the purposes of this Valuation Report, the information and financial projections related to Cetip) provided by BM&FBovespa (including its subsidiaries, direct or
indirect controlled companies, companies under common control and affiliates (the Subsidiaries and Affiliates)), or its consultants and advisors, or made available to or discussed with UBS for the preparation of the Valuation Report, are
exact, true, complete, consistent and precise, including those discussed with designated representatives and those publicly available. UBS was informed by BM&FBovespa that all information provided, made available to or discussed with UBS is
correct and that all financial projections provided, made available to or discussed with UBS were prepared in a reasonable manner and reflect the best estimates and evaluations at the time they were made and until the date hereof. UBS was
informed by BM&FBovespa that it is not aware of any information that could materially impact any information related to the Transaction, neither BM&FBovespa's and Cetip's businesses, financial conditions, assets and obligations, business
perspectives, commercial transactions or the number of issued and outstanding shares and options of BM&FBovespa, Cetip or their Subsidiaries and Affiliates, nor of any other material fact that could alter the information and financial
projections provided, made available to or discussed with UBS, or that could make such information or projections incorrect or imprecise in any material aspect or that could have a material adverse effect on the results of this Valuation Report.
Estimates and projections considered for the elaboration of this Valuation Report are intrinsically subject to uncertainties and various events or factors that are beyond the control of BM&FBovespa, Cetip and UBS, especially those which
occurrence depend on future or uncertain events. It is not possible to assure that any estimates and projections that may have been used for the preparation of this Valuation Report will be effectively achieved. Therefore, UBS does not assume
any responsibility or obligation for indemnification in the event that future results differ from the estimates and projections that may have been used for the elaboration of this Valuation Report and does not expressly or impliedly make any
representation or warranty regarding those estimates or projections.
5. UBS (a) does not assume any responsibility for the accuracy, exactness, veracity, integrity, consistency, sufficiency or precision of the information and financial projections provided, made available to or discussed with UBS; (b) will not make
any appraisal of the assets of BM&FBovespa or Cetip for the purpose of contribution or formation of capital, pursuant to article 8 of Brazilian Corporation Law; and (c) did not and will not make any appraisal for the purposes of the articles
227, 228, 252, 256 and 264 of the Brazilian Corporation Law or for the effects of CVM Instruction 361 and its annexes or for the submission to the Comit de Fuses e Aquisies - CAF . Additionally, UBS did not assume the responsibility to
conduct, and has not conducted (i) any valuation of the assets and liabilities (contingent or not) of BM&FBovespa, Cetip and their respective Subsidiaries and Affiliates; (ii) any review or audit of the financial statements of BM&FBovespa, Cetip
and their respective Subsidiaries and Affiliates or the documentation that support such financial statements; (iii) any technical audit of the operations of BM&FBovespa and Cetip; (iv) any independent review on the information and
assumptions provided by BM&FBovespa or on the information publicly available to the market that may have been used in the Valuation Report; (v) any inspections of sites or installations of BM&FBovespa, Cetip and their respective
Subsidiaries and Affiliates; (vi) accounting audits, financial audits, due diligence or other investigations of any kind on BM&FBovespa and Cetip and their respective Subsidiaries and Affiliates or (vii) any valuation of the solvency of
BM&FBovespa, Cetip and their respective Subsidiaries and Affiliates, in accordance with any legislation regarding bankruptcy, insolvency or similar issues. UBS did not provide any audit, accounting, tax or legal consulting services and the
preparation of this Valuation Report by UBS does not include any service or opinion relating to such services.
6. UBS does not give any representation with respect to the adequacy of this Valuation Report to the Transaction. This Valuation Report does not consider any aspects of foreign regulations that could be applicable to the Transaction.
BM&FBovespa may consult its own legal advisers in foreign jurisdictions as it considers necessary.
7. BM&FBovespa acknowledges and agrees that UBS has been hired to act solely as an appraiser for the purposes of presenting a valuation report to the BM&FBovespa's Board of Directors, and not as an advisor to any other person.
BM&FBovespas engagement of UBS is not intended to confer rights upon any person (including shareholders, employees or creditors of BM&FBovespa or Cetip) not a party hereto against UBS or its affiliates, or their respective directors,
officers, employees or agents, successors, or assigns.
66
Disclaimer
8. The credit, financial and stock markets are experiencing unusual volatility and UBS does not express any opinion or view as to any potential effects of such volatility on the Transaction. The analysis provided in the Valuation Report does not
indicate the performance of current and future financial results of BM&FBovespa or Cetip. This Valuation Report does not constitute an offer or solicitation to sell or purchase any securities and is not a commitment by any part of UBS to
provide or arrange any financing for any transaction or to purchase any security in connection therewith. This Valuation Report may not reflect information known to other professionals in other business areas of UBS. Other valuations of
companies and sectors prepared by UBS may treat market assumptions in a different way than those framed in this Valuation Report. In this sense, the research departments and other departments of UBS and its Affiliates may use other
analysis, reports and publications, estimates, projections and different methodologies than those used herein, with such analysis, reports and publications containing different conclusions from those set out in this Valuation Report. There is no
guarantee that the future results of BM&FBovespa or Cetip will correspond to the financial projections used as basis for our analysis and such uncertainty may affect the Valuation Report.
9. This Valuation Report does not assess any consequence arising from the Transaction or any agreement, contract, or understanding entered into in connection with the Transaction. UBS does not express any opinion with respect to the
specific value of any shares of BM&FBovespa or Cetip that may be received or issued in connection with the Transaction or the value by which any such shares shall or may be traded at any time in the securities market. This Valuation Report is
not intended to assess the merits of the Transaction when compared to other commercial alternatives which may be available to BM&FBovespa, and it does not analyze BM&FBovespas commercial decision regarding whether to perform the
Transaction. The Valuation Report exclusively refers to the Transaction and does not apply to any other current or future matter or transaction related to BM&FBovespa or its Subsidiaries and Affiliates.
10. UBS performed a variety of financial and comparative analysis which are summarized herein. The following summary is not a complete description of all analysis performed and factors considered by UBS in connection with rendering this
Valuation Report. UBS understands that the valuation process was conducted based on the relevant applicable procedures taking into consideration the Transaction. UBS believes that its analysis and the summary contained herein must be
considered as a whole and that selecting portions of its analysis and factors, or focusing on information presented in tabular format, without considering all analysis and factors or the narrative description of the analysis, could create a
misleading or incomplete view of the processes underlying UBS analysis.
11. UBS has provided, directly or through its affiliates, certain financial and investment banking services to BM&FBovespa or to Cetip, and to the companies belonging to the economic group of BM&FBovespa and Cetip, for which UBS has
received compensation in the past. UBS continues to provide such services and UBS may, at any time, provide any such services again. Moreover UBS, directly or through its affiliates, is and may become a creditor of BM&FBovespa, Cetip or its
Subsidiaries and Affiliates, in certain financial operations, as well as increase or decrease the volume of its financial transactions with such companies. UBS believes that such relationships do not reduce UBS' independence for the provision of
the valuation services hereunder.
12. UBS does not take responsibility for any direct or indirect losses, or loss of profits, that may result from the use of this Valuation Report.
13. UBS does not provide legal, regulatory, accounting or tax advice. Accordingly, any statements contained in the Valuation Report as to tax matters were neither written nor intended by us to be used and cannot be used by any taxpayer for
any purposes, including for avoiding tax penalties that may be imposed on such taxpayer. If any person uses or refers to any such tax statement in promoting, marketing or recommending a partnership or other entity, investment plan or
arrangement to any taxpayer, then the statement expressed herein is being delivered to support the promotion or marketing of the Transaction or matter addressed and the recipient should seek advice based on its particular circumstances
from an independent tax advisor.
14. The financial calculations provided in the Valuation Report may not always result in a precise sum, due to rounding.
15. The base date of the financial information for BM&FBovespa and Cetip used in this Valuation Report is December 31st, 2015. It should be understood that developments in the financial condition or prospects of BM&FBovespa and Cetip
after December 31, 2015 may affect this Valuation Report, and, unless BM&FBovespa so expressly requires, UBS assumes no obligation to update, rectify, revoke or otherwise revise, in whole or in part, this Valuation Report or any information
contained herein or to investigate, review or take into account any changes in events, circumstances, market or industry conditions, projections or other matters or developments that could have affected such financial information since
December 31st, 2015. UBS has relied upon the assurances of the management of BM&FBovespa that no material developments with respect to BM&FBovespa, Cetip and their financial information have occurred since December 31st, 2015.
So Paulo, April 9th, 2016
UBS Brasil Servios de Assessoria Financeira Ltda.
67

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Valuation Report for BM&FBovespa

April 9th, 2016

UBS Information and Declarations

3.A Company and Sector Overview

4.A Company and Sector Overview

Selected Comparable Companies for Cetip and BM&FBovespa

Selected Analyst Estimates for Cetip

Selected Analyst Estimates for BM&FBovespa

Shareholders' equity book value per share as of December 31 st, 2015

BM&FBovespa's Material Facts

Transaction Background (cont'd)

BM&FBovespa's Material Facts

Cetip: Description of Valuation Methodologies Stated Herein

This methodology takes into account current market value of the

Shareholders equity according to Cetip's balance sheet under IFRS as of

This methodology only takes into account historical accounting value

Median of price to earnings (P/E) and enterprise value to EBITDA (EV/EBITDA)

Reflects the company's value based on the valuation of comparable

Analysis based on long term financial projections of the company

Reflects the best estimates of BM&FBovespa as to the expected

Valuation Output for Cetip per Methodologies Herein

The valuation of Cetip shares herein is based on the

BM&FBovespa: Description of Valuation Methodologies Stated Herein

Shareholders equity according to BM&FBovespa's balance sheet under IFRS as of

Reflects the company's value based on the valuation of comparable

Considerations on BM&FBovespa Valuation Approach4

Valuation Output for BM&FBovespa per Methodologies Herein

The valuation of BM&FBovepa shares is based on the

Volume Weighted Average Price

from November 3, 2014 to November 2, 2015

from October 3, 2015 to November 2, 2015 (1

from November 3, 2015 to April 5, 2016

Selected Trading Multiples

indicative range of 2016E and 2017E EV /

A variety of relevant methodologies may be

book value per share as of December 31, 2015

UBS Information and Declarations

Information Regarding UBS

Financial Advisor to London Stock Exchange on its

Joint Global Coordinator

Joint Active Bookrunner

Minority Investment in ACE Portal

Sole lead manager and underwriter on Equity

Initial Public Offering

Internal approval process

Information Regarding UBS

Financial advisor to SALIC (Saudi Agricultural and

Financial Adviser to British American Tobacco to acquire

Financial adviser and fairness opinion provider to

Financial Advisor to Camargo Corra SA to acquire the

Advised Casino in the change of control of Grupo Po de

Advisor to Alphaville Urbanismo S.A. on the sale of

Advisor to the Independent Committee of CCR on the

UBS Team Responsible for the Valuation Report

Jose Luis Martinez

Managing DirectorHead of CCS Brazil and Southern Cone

Managing DirectorHead of LatAm M&A

Managing DirectorHead of Financial Technology & Services, Americas

Executive DirectorAmericas M&A

DirectorFinancial Technology & Services

UBS Team Responsible for the Valuation Report

Associate DirectorFinancial Technology & Services

Mikhail graduated in Industrial Engineering from Universidade Federal de So Carlos (UFSCar)

Extraordinary Shareholders' Meeting - 05.20.2016 - Appraisal Report UBS

Extraordinary Shareholders' Meeting - 05.20.2016 - Appraisal Report UBS