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Reference Form 2016 BM&FBOVESPA S.A.

- Bolsa de Valores, Mercadorias e Futuros (BVMF3)

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

Reference Form
2016

Version 12 01/31/2017
Free translation of the original filed in Portuguese

Reference Form 2016 BM&FBOVESPA S.A. - Bolsa de Valores, Mercadorias e Futuros (BVMF3)

HISTORICAL RESUBMISSION RELATED TO THE PORTUGUESE VERSION


Version
V.2
V.3

V.4

V.5
V.6

V.7
V.8
V.9
V.10

V.11

V.12

Reason for Resubmission


Resolution on the BDM of 06.10.2016. Items updated 12.1,
12.5, 12.6 and 12.7.
Resignation of Audit Committee member, acquisition of
Colombia Stock Exchange and participation increase in Chile
Stock Exchange. Items updated 4.2, 5.2, 6.4, 8.1, 9.2, 12.5/6,
12.7/8.
Ressubmition by CVM request CVM Notification 386/2016 CVM/SEP/GEA-1. Items updated: 4.1, 4.2, 4.3, 5.1, 5.2, 10.1,
13.2.
Resolution on the BM of 08.11.2016. Items updated: 12.5/6 and
12.7.
Update on items: 4.4, 4.6 and 5.4,
Change of the CIO, as per Boards meeting resolutions on
05.12.2016. Items updated 12.5 / 6.
Election of Chief Product and Client Officer and nomination of
audit committee member, as per BDM of 09/16/2016. Items
updated: 12.5/6 and 12.7.
Notice to the market of increase of shareholder position of
Capital World Investors. Items updated: 15.1 and 19.3.
Investiture date of Chief Product and Client Officer. Items
updated: 12.5/6.
Material Fact of 11/01/2016 on judicial decision and accounting
provision.
Public Issuance of Debentures as per to Issuance Identure sent
on 11/22/2016, which defined that for all legal purposes the
issue date of the debentures is 12/1/2016. Items updated: 18.5,
18/6, 18.9, 18.10.
Guidance for 2017 and election of the IT Committee members,
as per BDM of 12/16/2016. Items updated 11.2, 11.2, 12.1,
12.5/6, 12.7 and 12.8.
Resignation of Board of Directors member and acquisition of
equity stake in Lima Stock Exchange. Items updated 6.3, 8.1,
9.2, 12.5/6, 12.8 e 13.1.

Date of Resubmission
06/15/2016
07/18/2016

08/22/2016

09/06/2016
09/27/2016

10/28/2016
11/08/2016
11/11/2016
12/12/2016

12/27/2016

01/31/2017

Reference Form 2016 BM&FBOVESPA S.A. - Bolsa de Valores, Mercadorias e Futuros (BVMF3)

TABLE OF CONTENTS

1. PERSONS RESPONSIBLE FOR THE REFERENCE FORM ................................................... 4


2. INDEPENDENT AUDITORS ........................................................................................... 4
3. SELECTED FINANCIAL INFORMATION .......................................................................... 4
4. RISK FACTORS............................................................................................................. 8
5. RISK MANAGEMENT AND INTERNAL CONTROLS POLICY ........................................... 31
6. ISSUER HISTORY ....................................................................................................... 37
7. ISSUERS BUSINESS ................................................................................................... 40
8. NON-RECURRING BUSINESS ..................................................................................... 56
9. MATERIAL ASSETS .................................................................................................... 57
10. MANAGEMENTS DISCUSSION ................................................................................ 65
11. PROJECTIONS ......................................................................................................... 86
12. SHAREHOLDERS MEETING; MANAGEMENT ........................................................... 88
13. MANAGEMENT COMPENSATION .......................................................................... 109
14. HUMAN RESOURCES............................................................................................. 138
15. CONTROL AND ECONOMIC GROUP ....................................................................... 140
16. RELATED PARTY TRANSACTIONS .......................................................................... 144
17. CAPITAL STOCK ..................................................................................................... 148
18. SECURITIES ........................................................................................................... 149
19. REPURCHASE PLANS/TREASURY ........................................................................... 154
20. TRADING POLICY .................................................................................................. 156
21. DISCLOSURE POLICY ............................................................................................. 157
3

Reference Form 2016 BM&FBOVESPA S.A. - Bolsa de Valores, Mercadorias e Futuros (BVMF3)

1. PERSONS RESPONSIBLE FOR THE REFERENCE FORM


1.1 Individual declarations and identification of the persons responsible
Name of person responsible for the contents of the form: Edemir Pinto
Position: Chief Executive Officer
Name of person responsible for the contents of the form: Daniel Sonder
Position: Investor Relations Officer
The above-mentioned officers declare that:
a. they have reviewed the reference form in the internal reviewing process of this document by the management bodies;
b. all the information contained in the form meets the requirements of CVM (Brazilian Securities Commission) Instruction No. 480,
in particular Articles 14 to 19, as amended;
c. the information contained in the Form gives a true, accurate and full picture of the economic and financial condition of the
issuer, of the risks inherent in its activities and of the securities issued by it.

2. INDEPENDENT AUDITORS
2.1 / 2.2 Identification and remuneration of the Auditors
Years ended December 31, 2013, 2014 and 2015
CVM Code: 471-5 / Name: Ernst & Young Auditores Independentes S.S. / CNPJ: 61.366.936/0001-25
Date services engaged: February 21, 2013 / Date engagement concluded: Auditor responsible: Eduardo Wellichen / CPF: 117.873.448-00
Address: Avenida Presidente Juscelino Kubitschek, 1909, 8 andar, Itaim Bibi, So Paulo/SP, Brazil, CEP 04543-011
Phone No.: (11) 2573-3213 / Fax: (11) 2573-4904 / Email: eduardo.wellichen@br.ey.com
Work started on: May 10, 2016/ Work finished on:
Auditor responsible: Ktia Sayuri Teraoka Kam/ CPF: 223.912.688-40
Address: Avenida Presidente Juscelino Kubitschek, 1909, 8 andar, Itaim Bibi, So Paulo/SP, Brazil, CEP 04543-011
Phone No.: (11) 2573-3099 / Fax: (11) 2573-4904 / Email: katia.sayuri@br.ey.com
Work started on: April 6, 2016/ Work finished on: May 9, 2016
Auditor responsible: Flvio Serpejante Peppe / CPF: 125.090.248-76
Address: Avenida Presidente Juscelino Kubitschek, 1909, Torre Norte, 8 andar, Vila Nova Conceio, So Paulo/SP, Brazil, CEP 04543-011
Phone No.: (11) 2573-3213 / Fax: (11) 2573-4901 / Email: flavio.s.peppe@br.ey.com
Work started on: February 21, 2013/ Work finished on: April 5, 2016
Description of services engaged: Audit of annual financial statements, review of quarterly information and audit-related services
Total amount of remuneration of the independent auditors: Total in 2013 Accounting audit: R$1,403 thousand; Total in 2014
Accounting audit: R$1,099 thousand; Total in 2015 Accounting audit: R$1,090 thousand.
Reason for replacement: Not applicable
Reason given by the auditor if different from the reason given by the issuer: Not applicable

2.3 Other relevant information


There is no other relevant information not given in section 2.

3. SELECTED FINANCIAL INFORMATION


3.1 Consolidated financial information
Shareholders equity (in thousands of R$)
Total assets (in thousands of R$)
Net revenues (in thousands of R$)
Gross profit (in thousands of R$)
Net income (in thousands of R$)
Number of shares, other than treasury shares
Equity value per share (in Reais)
Net income per share (in Reais)
Basic earnings per share
Diluted earnings per share

2015
18,352,213
26,308,895
2,216,634
2,807,222
2,203,458
1,782,094,906
10.298112

2014
18,988,403
25,263,482
2,030,433
1,646,680
977,914
1,808,178,556
10.501398

2013
19,298,892
25,896,659
2,126,638
1,687,884
1,080,947
1,893,582,856
10.191734

1.229001
1.219860

0.531763
0.530710

0.563638
0.562158

Reference Form 2016 BM&FBOVESPA S.A. - Bolsa de Valores, Mercadorias e Futuros (BVMF3)

3.2 Non-accounting measurements


Our operating income was R$1,365,978 thousand in 2015, an increase of 11.4% over the total of R$1,226,363 thousand for 2014.
The operating margin, obtained by dividing operating income by net revenues, was 61.6% in 2015 against 60.4% in the previous
year.
(in thousands of R$, except percentages)
Net revenues
Expenses
Operating income

Operating margin

2015

2014

2013

2,216,634
(850,656)
1,365,978

2,030,433
(804,070)
1,226,363

2,126,638
(797,160)
1,334,625

61.6%

60.4%

62.8%

Change (%)
2015/2014
9.2%
5.8%
11.4%
122 p.p.

Change (%)
2014/2013
-4.5%
1.7%
-8.2%
-241 p.p.

Details of operating income are included to show our operating performance and to enable comparison with other companies in
the same segment.
3.3 - Events subsequent to the latest financial statements
There are no events subsequent to the latest financial statements.
3.4 Income distribution policy
Rules on retention of
earnings

Amount of retained
earnings
Rules on dividend
distribution

Frequency of dividend
distributions

Any restrictions on the


distribution of dividends
imposed by law or special
regulations applicable to
the issuer, or under
judicial, administrative or
arbitration rulings

Years ended December 31, 2015, 2014 and 2013


Of net income for the year, after the deductions mentioned in Article 57 of our by-laws:
(a) 5% will be transferred to the legal reserve, up to the legal limit. (b) The remaining income after transfer to the
legal reserve, after setting up or reversing contingency reserves, as appropriate, and after distributing the
mandatory minimum dividend, subject to the provisions of item d below, will be transferred to the statutory
reserve (Reserve), which may be used for investments and to provide funds and safeguard mechanisms for the
operational needs of BM&FBOVESPA Bolsa de Valores, Mercadorias e Futuros S.A. (BM&FBOVESPA or
Company) and of its subsidiaries, ensuring due settlement of transactions executed or registered in any of its
trading, registration, clearing and settlement environments and systems and its custody services. (c) The total
amount transferred to the Reserve referred to in item b may not exceed the capital stock. (d) If the Board of
Directors considers the balance of the Reserve referred to in item b sufficient to meet the Companys needs, it
may: (i) propose to the Shareholders Meeting that a smaller percentage of net income than provided for in item
b be transferred to said Reserve, in any fiscal year; and/or ( ii) propose that part of the balance of said Reserve
be withdrawn for distribution to the Company shareholders. (e) Once the appropriations mentioned in paragraph
1 of Article 57 of the Companys by-laws have been met, the Shareholders Meeting may resolve to retain part of
the net income for the year, as provided for in a capital budget previously approved by it, pursuant to Article 196
of the Brazilian Corporate Law. No legal reserves were set up in the years ended December 31, 2013, 2014 or
2015, since their value added to the balance of capital reserves would exceed 30% of capital stock.
In the years ended December 31, 2013, 2014 and 2015, the amounts of R$216,304 thousand, R$195,411 thousand
and R$960,210 thousand, respectively, were retained for transfer to the statutory reserve for investments and to
provide funds and safeguard mechanisms for the Company.
According to the by-laws, shareholders are guaranteed dividends and/or interest on shareholders equity
corresponding in aggregate to a minimum of 25% of the Companys net income for the year, adjusted pursuant
to the Corporate Law, except, as mentioned above, when the Board of Directors decides otherwise. 80%, 80%
and 56% of the Companys net income, respectively, was distributed in the years ended December 31, 2013, 2014
and 2015.
Dividends are distributed as resolved by the Annual Shareholders Meeting of the Company, which is usually held
in March or April each year. As resolved by the Board of Directors, we can also: (a) distribute dividends on the
basis of income calculated in half-yearly balance sheets; (b) draw up balance sheets for periods less than six
months and distribute dividends on the basis of the income shown therein, provided that the total amount of
dividends paid in any six-month period does not exceed the balance of capital reserves mentioned in Article 182,
Paragraph 1 of the Corporate Law; (c) distribute interim dividends out of retained earnings or profit reserves
existing as of the latest annual or half-yearly balance sheet; and (d) credit or pay shareholders, as often as the
Board may decide, interest on shareholders equity, which will be allocated to the amount of dividends to be
distributed by the Company, and will be part of this amount for all legal purposes. In the last three years the Board
of Directors resolved to distribute dividends and/or interest on capital each quarter, and on certain occasions the
Board resolved on shorter periods.
The dividend referred to in Paragraph 1 (i) of Article 57 of the by-laws is not mandatory in any year in which the
Board of Directors informs the Annual Shareholders Meeting that it is incompatible with the financial condition of
the Company, and the Fiscal Council, if in operation, must express a view on this information and the management
must forward to the CVM justification of the report submitted to the Shareholders Meeting, within five (5) days of
the date thereof. Income that is not distributed pursuant to paragraph 5 of Article 55 will be registered as a special
reserve, and if not absorbed by losses in subsequent years, must be paid out as a dividend once the Companys
financial situation permits.

Reference Form 2016 BM&FBOVESPA S.A. - Bolsa de Valores, Mercadorias e Futuros (BVMF3)

3.5 Distribution of dividends and retained earnings


2015

2014

2013

a. Net income adjusted for dividend purposes (in thousands


of R$)

1,694,973

977,053

1,081,516

b. Dividend distributed (in thousands of R$)

865,213

1,242,614

781,642

c. Dividend as a percentage of adjusted net income

73.31%

80.0%

80.0%

d. Dividend distributed by class and type of shares

See table

See table

See table

e. Date of payment of dividend

See table

See table

See table

9.2%

5.1%

5.6%

f. Rate of return on shareholders equity

452,359

195,411

216,303

AGM Apr. 18, 2016

AGM Mar. 30, 2015

AGM Mar. 24, 2014

g. Retained earnings (in thousands of R$)


h. Date of approval of retention
Type of share

Earnings

Common
Common
Common
Common
Common

Shares
Shares
Shares
Shares
Shares

Dividends
Interest on capital
Dividends
Dividends
Dividends
Total for 2013

Common
Common
Common
Common

Shares
Shares
Shares
Shares

Dividends
Dividends
Dividends
Dividends
Total for 2014

Common
Common
Common
Common

Shares
Shares
Shares
Shares

Dividends
Interest on capital
Interest on capital
Interest on capital
Total for 2015

Gross Total Value


(in thousands of R$)
163,580
50,000
280,670
225,260
145,703
865,213

Gross per share


(in Reais)
0.084638
0.025870
0.146943
0.118341
0.079604
0.455396

204,914
200,061
190,726
185,941
781,642

0.111538
0.109381
0.104814
0.103218
0.428896

May 30, 2014


Aug. 29, 2014
Nov. 28, 2014
Apr. 28, 2015

223,581
254,392
314,641
450,000
1,242,614

0.124110
0.142749
0.176557
0.252512
0.695928

May 29,2015
Sep. 8, 2015
Dec. 4, 2015
Dec. 29, 2015

Payment date
Jun. 7, 2013
Jun. 7, 2013
Sep. 30, 2013
Nov. 27, 2013
Jun. 27, 2014

For more information, see the income distribution policy described in section 3.4. of this Reference Form.
3.6 Declaration of dividends out of retained earnings or reserves
In the last three years, the Company has not declared any dividends out of retained earnings or reserves set up in previous
reporting periods.
3.7 Level of indebtedness
The position at the close of last year of the Companys total obligations, consisting of current and non-current liabilities, is shown
in the following table.
Year
12/31/2015

Amount
(R$ thousands)

Type of Ratio

7,956,682 Debt ratio

Ratio

Description and reason for using another ratio

43.4%

Debt ratio (current plus non-current liabilities, divided by


shareholders equity)

Reference Form 2016 BM&FBOVESPA S.A. - Bolsa de Valores, Mercadorias e Futuros (BVMF3)

3.8 Obligations by nature and maturity date


December 31, 2015 (Consolidated)
(R$ thousands)
Current
Collateral from transactions
Earnings and rights of securities in custody
Suppliers
Salaries and social charges
Provision for tax and contributions payable
Income and social contribution taxes
Interest payable on debt issued abroad
Dividends and interest on capital payable
Other obligations
Non-current
Debt issued abroad and loans
Deferred income and social contribution taxes
Provision for legal contingencies and obligations
Post-employment medical care benefits
Other obligations
Total debt (current + non-current liabilities)

Type of Debt
(Real, Floating,
Unsecured)

Unsecured
Unsecured
Unsecured
Unsecured
Unsecured

2,096,785
1,338,010
49,224
42,708
117,041
34,551
4,944
70,181
2,902
437,224
0
0
0
0
0
0

More than 1
year and up
to 3 years
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0

More than 3
years and up to
5 years
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0

Unsecured

2,096,785

Unsecured
Unsecured
Unsecured
Unsecured
Unsecured
Unsecured
Unsecured
Unsecured
Unsecured

up to 1 year

More than 5
years
0
0
0
0
0
0
0
0
0
0
5,859,897
2,384,084
3,272,276
119,054
26,122
58,361
5,859,897

It is worth mentioning that current liabilities include obligations for collateral from transactions and earnings and rights of
securities in custody, which are specific to the stock exchange business and have no fixed dates for payment.
Under non-current liabilities, the account deferred income and social contribution taxes also has no fixed term.

Collateral from transactions: the securities deposited with the Clearing and Settlement Chambers to secure transactions are
tied to the transactions up to the limit of the obligations assumed, and will not be affected in the event of bankruptcy or
judicial reorganization, pursuant to articles 6 and 7 of Law 10214/01 and 193 and 194 of Law 11101/05.
Tax and labor liabilities (Salaries and social charges; Provision for taxes and contributions payable; and income and social
contribution taxes): these credits are payable in the order of precedence indicated in article 83 of Law 11101/05.
The other obligations shown as current and non-current liabilities in BM&FBOVESPAs financial statements for the year 2015
are unsecured.

3.9 Other relevant information

Senior Unsecured Notes


BM&FBOVESPA issued senior unsecured notes in July 2010 for a total face value of US$612 million, at a price of 99.635%, which
raised US$609 million (equivalent to R$1,075,323 thousand at the time). The coupon rate is 5.5% p.a., payable half-yearly in
January and July, and with the principal maturing on July 16, 2020. The effective interest rate is 5.64% p.a, taking into account
the discount and other raising costs.
The current balance of the loan as of December 31, 2015 was R$2,454,265 thousand, including R$70,181 thousand in interest
accrued. The proceeds of the loan were used to purchase shares of the CME Group.
The notes have a partial or total early repayment clause, which allows for redemption at the higher of: (i) principal plus interest
accrued and (ii) interest accrued plus the present value of the remaining cash flows, discounted at the US treasury bill rate
applicable for the remaining period plus 0.4% p.a (40 basis points per year).
These notes were designated as a hedge for US$612 million (notional) of the investment in CME Group (net investment hedge)
until equity accounting ceased to be used for the investment, in September 2015, and was replaced by a cash flow hedge up to
March 22, 2016.
In March 2016, the Company cancelled the cash flow hedge and contracted a swap transaction for US$612 million (protection of
principal), replacing the currency exposure on the principal of the debt with the domestic interest rate (CDI).
The fair value of the debt, using market data, was R$2,380,489 thousand as of December 31, 2015 (source: Bloomberg).

Continuation of Section 3.7


The above figures show that the Company has a low level of leverage. Details of the total debt and interest-bearing liabilities of
the Company are given in section 10.1.f of this Reference Form.

Reference Form 2016 BM&FBOVESPA S.A. - Bolsa de Valores, Mercadorias e Futuros (BVMF3)

4. RISK FACTORS
4.1.

Discussion of risk factors


a. Risks relating to the issuer

We rely heavily on information technology and our systems for the operation of our business.
Our business relies heavily on a smooth operation of our computer systems and supporting communications systems. System
integrity, availability, throughput capacity and scalability, as well as state-of-the-art technology resources are key factors for the
performance of our operations and smooth functioning of the markets we operate, critical to give us the ability to attract market
participants and investors across the spectrum, all of which requires constantly investing in upgrading and enhancing our
information and communications technology systems.
In recent years, securities and derivatives traded and registered through electronic platforms or OTC markets have grown
significantly. Particularly regarding trading platforms, the introduction of algorithmic and ultra high-speed trading translated into
heightened demand for large capacity, high-performing systems capable of processing the high-frequency order flow. If we are
unable to continue to evolve and keep up with the rapid pace of technical evolution in our principal business lines (electronic and
OTC trading, post-trading and centralized counterparty) and adjust to new business models and new technologies, our operating
performance and, therefore, our business and financial condition could be adversely affected.
In addition, electronic systems and communication networks can be vulnerable to unauthorized access, computer viruses, human
error and other security problems, such as terrorist acts, natural disasters, damages to our physical structure, sabotage, power
outages and other events f force majeure. Our business, financial condition and results of operations could be materially and
adversely affected if our information security and business continuity measures were to be partially or entirely compromised, or
in the event of a system breach or financial-data theft, or of interruption or malfunction of our systems and communication
networks. If any such incident were to materialize, we could incur substantial expenses in order to remediate problems caused
by security violations or system failures, and would also be subject to disciplinary action or inquiries by the regulators. We intend
to continue to use industry-standard information security policies and measures which strengthen the integrity and reliability of
our systems. However, if these measures failed to prevent failures or delays in our computer systems or communication networks,
we could face significant drops in processed trading volume, which would materially and adversely affect our business, results of
operations, image and the market price of our shares.
Moreover, our backup systems, redundancy processes, crisis management and disaster recovery and prevention capabilities may
be insufficient to avoid such technology failures and/or problems or to ensure business continuity. If our preventive measures
and deterrents were to fail, a degradation of our systems or communication networks could result in complaints by customers
and market participants to the regulators or in lawsuits against us, or lead to regulatory probes into compliance failures by us in
terms of the applicable rules and regulations.
The complexity and importance of our technology processes correlate with exposures to risk of failures in executing business
operations while also involving systems development, validation and periodic maintenance in both the logical and physical
environments. A further aspect to be taken into account where information technology processes are concerned, to the extent
these processes depend on outsourced providers, involves the risk of performance failures by these providers, including as relating
to undue concentration of knowledge, resources, personnel or infrastructure, any of which could lead to failures or inactivity
affecting our systems and communication networks, or to system breaches or financial-data thefts, which could materially and
adversely affect our business operations.

Damages to our credibility, reputation and image could adversely affect us.
Our reputation may be compromised in different ways, including as a result of failures in our self-regulatory functions,
technological failures or in failure to complete transactions in our trading and post-trading systems. Our reputation may also be
harmed by leakages of confidential information or by events beyond our control, such as critical situations involving other
exchanges, which may adversely affect the investing publics perception of the securities and derivatives markets as a whole. In
addition, we also run the risk of suppliers of products, services and labor, as well as employees, issuers, participants in our market
and related parties engaging in fraudulent or other inappropriate behavior, resulting in operational failures that would lead to
regulatory sanctions and investigations that could ultimately harm our reputation.
In respect of protecting intellectual property, reputation and brands, we can give no assurances that we would be successful in
preventing employees and third parties from copying or otherwise violating our image and reputation rights, branding rights or
intellectual property rights in technologies, services and products developed by us (such as stock indices or standard contracts).
Furthermore, our competitors and other companies or individuals may have secured, or may secure in the future, intellectual
property rights relating to technologies, products or services similar to those we offer or plan to offer. We can give no assurances
that we are aware at any given time of every last intellectual property right secured by other parties, or that we would successfully
pursue violations of our intellectual property rights through legal proceedings in order to enforce them, or successfully defend
ourselves against third-party allegations of rights violations.
8

Reference Form 2016 BM&FBOVESPA S.A. - Bolsa de Valores, Mercadorias e Futuros (BVMF3)

Damages to our reputation could prompt issuers to refrain from listing or registering securities and derivatives or to delist them
from our trading environments, or drive prospective issuers to choose other listing venues, and could also discourage actual and
prospective investors from trading on the platforms we provide, which would cut trading volumes down, materially and adversely
affecting our revenues, our business, financial condition and results of operations. Additionally, a listed issuers inability to handle
financial reputational problems and stop a deteriorating financial performance could negatively impact our image.

We are exposed to multiple financial risks which, if materialized, could adversely affect the market price of our
shares.
Our policy on investing cash balances calls for preservation of capital, recommending that we focus on highly -conservative,
highly-liquid and lower-risk investment alternatives. This translates into substantial portions of our cash availabilities being
allocated to investments in Brazil government bonds, which for the most part pay floating rates that track Brazils benchmark
rate (Selic rate).
The intangible asset involving goodwill on the expected future profitability created by the acquisition of shares issued by Bovespa
Holding is submitted to an annual impairment test. The results of this test for the last quarter of 2015, released in February 2016,
showed the need for adjustments. This event generated a net impact, without cash effects, in the amount of R$1,097.4 million
in 4Q15. We cannot assure that new impairment events relating to this investment will not take place in the future.
Additionally, the Company issued a foreign debt in July 2010, in Senior Unsecured Notes amounting to US$ 612 million (see item
10.1.f), which generates most of our financial expenses linked to interest rates in US dollars.
Furthermore, credit rating agencies may issue a negative credit outlook regarding our capacity to service our debt in full and on
schedule, which would lead to a reduction in our credit rating.

In performing our role as central counterparty clearinghouse we are exposed to substantial risks.
Each of our clearinghouses acts as central counterparty for derivatives markets, (futures, forwards, options and swaps), and in
spot U.S. dollar contracts (dlar pronto); Brazilian government bonds (spot, forward, outright and repos, and securities lending)
as well as trades in equities and debt securities (covering the cash, forwards and securities lending market). As a result, we are
directly and indirectly exposed to credit risk from related to clearing members and clearing agents, to brokerage firms and their
customers, and other institutions licensed as participants of our clearinghouses.
Default by any of these market participants may expose us to market risks associated with positions held by their customers,
because in performing their role as central counterparty clearinghouse each of our clearinghouses must ensure all trades are
cleared and settled.
The amount of our potential exposure to such risks depends on the value of open positions of defaulting market participants, if
any, as well as the type of collateral they post as part of the safeguards structure and risk management tools adopted by our
clearinghouses.
If a market participant (whether a clearing member or agent, or brokerage firm or their customers) were to face credit or liquidityrelated difficulties, or even fail to settle trades or deliver assets or commodities required to be delivered, we would resort to
collaterals pledged as margin and the existing safeguards structure implemented as part of our central counterparty risk
management policies. However, in the extreme, should these protections and safeguards fail as well, we would have to resort to
certain cash availabilities and highly liquid financial investments or make use of certain segregated assets we hold, which ultimately
would adversely affect our cash flow and net asset position.

We rely on key management members to successfully conduct our business and run our business operations.
We believe our future success depends to a large extent on the ability and efforts of our management. Managers and employees
with deeply technical background may leave the company in the future, whether voluntarily or not, and no longer continue as
part of our management or operations team. If we are unable to retain equally qualified professionals, the loss of their services
could have a negative impact on our business. In addition, we may be unable to attract and retain qualified talent for positions
we consider strategic for our future growth and success.

We may be unable to adequately respond to market demands.


Our ability to create and develop new products and services and to improve or adapt existing ones will be critical for the
consolidation and expansion of our presence in the exchange industry. In addition, bringing continuing innovation to our portfolio
of product and service offerings will require investing substantial financial and operating resources in information technology,
research and development and human capital. We may be unable to adequately respond to market demands, in particular by
deftly and timely rolling out new products and services whose features meet the multiple needs and requirements of the investing
public, market participants, the industry regulators, the Brazilian government and so forth, as well as ensuring timely approval by
the regulatory authorities, nor may we be certain as to the reaction of the target audience.
In addition, the financial return on our investments may fall below expectations if our new offerings of products and services are
not as successful as anticipated or fail to earn regulatory approval.

Reference Form 2016 BM&FBOVESPA S.A. - Bolsa de Valores, Mercadorias e Futuros (BVMF3)

We face significant competition in our business as exchange and OTC market operator.
We face significant competition from foreign exchanges, particularly concerning trading with securities and derivatives, and we
expect that this competition will intensify in the future. Our current and potential competitors include a number of capital markets
operators, predominantly foreign-based exchange operators and operators of alternative trading venues, some of whom may be
planning to operate in Brazil at some point in the future. We compete in various aspects within different regulatory and tax
frameworks, including with regard to fee rates, quality and speed of trading, liquidity, functionality, ease of use as well as
performance of trading systems, range of products and services offerings, and technological innovation.
If we are not successful in promptly adapting to structural changes in our markets, to technological and financial innovation and
other competitive factors, we could be unable to maintain or increase trading volumes, and the volume of our clearing and
settlement services, which could materially and adversely affect our business, revenues, financial condition and results of
operations. In the extreme, we could lose member market participants, investors and listed or potential issuers to the local
competition and, where issuers choose to list securities elsewhere, also to foreign-based exchanges or other trading venues.

We may be unable to successfully identify threats or business opportunities, accomplish our strategy or sustain
our competitive advantages.
We intend to continue to explore and pursue acquisitions and other strategic opportunities to strengthen our business and foster
our companys growth, thus helping us to penetrate in new markets, offer new products and services, and further develop or
enhance our trading systems and technologies. We may pursue opportunities for acquisitions, strategic investments, or strategic
partnerships, joint ventures and other alliances, but there can be no assurance that our efforts will be successful. Additionally,
we may be unable to successfully identify growth opportunities or fully realize the potential benefits from existing or future
strategic initiatives or alliances so as to grow our business, as well as identifying threats to our position or our projected position
in the markets in which we operate at the domestic and international level. And we may have to incur significant expenses to
address additional operating requirements related to our growth strategy, which could adversely impact our financial condition
and results of operations. Furthermore, some of our partnership agreements could restrict our ability to seek strategic alliances
with other important market players, which could prevent us from taking advantage of potentially identified business opportunities.
Moreover, we may be unsuccessful in appropriately responding to our strategic goals and projects due to internal failures related
to our decision-making processes, or to operational difficulties and the outsourcing if inadequate resources and providers.

The admission for trading of our shares on our own stock exchange, our responsibility as a self-regulatory
organization, our ownership structure and the performance of the members of our board of directors and advisory
committees could give rise to conflicts of interest and adverse effects
The listing of our common shares on our own stock exchange (Bovespa segment) could engender conflict of interest issues related
to our operations as a self-regulatory organization (SRO) and our interests as a for-profit company. It is important to point out
that as a securities market operator, we are responsible for establishing listing, disclosure and reporting standards to be followed
by issuers both upon a listing, the on-going trading of the securities, offerings subsequent to the initial listing and when the issuer
decides to go private.. We may be adversely affected in the event of any failures when these transactions are being structured
and executed, such as leaking of information about confidential transactions with the infrastructure of the organized market.
In addition, members of our board of directors and advisory committees may be in some way related to firms that have commercial
relations with us, meaning that they might occasionally interfere, bring influence to bear or take decisions for their own benefit
regarding products and services offered by us. The performance of managerial functions by members that participate in our
market may create information asymmetry problems, with adverse effects on the other shareholders and the company.
b.

Risks relating to subsidiaries and affiliates

Our image and operations may be adversely affected by the actions of our subsidiaries and affiliates.
The BM&FBOVESPA is an affiliate or controlling shareholder of the companies BM&FBOVESPA Settlement Bank ( Banco
BM&FBOVESPA de Servios de Liquidao e Custdia S.A (USA) Inc.), BM&FBOVESPA (UK) Ltd., Rio de Janeiro Stock Exchange
(Bolsa de Valores do Rio de Janeiro, or BVRJ), BM&FBOVESPA Market Supervision (BM&FBOVESPA Superviso de Mercados, or
BSM), BM&FBOVESPA Institute (Instituto BM&FBOVEPA) and BM&FBOVESPA BRV LLC. Any failure in the operating strategies of
affiliates, in the definition of corporate policies, and performance and control of operations in these companies may adversely
impact the image of BM&FBOVESPA or have adverse financial impacts. As a controlling shareholder, BM&FBOVESPA has joint and
subsidiary liability, being also liable for potential contingent liabilities.
c.

Risks relating to the economic sectors in which the issuer operates

Macroeconomic variables, political environment and market activity that are beyond our control may adversely
affect us.
The success of our business depends in part on our ability to sustain and increase the volume of transactions carried out and/or
registered in our trading and post-trading systems. For this purpose, we offer a wide range of products and trading environments
and communications channels to market participants and our end-customers. Our revenues could be adversely affected if

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Reference Form 2016 BM&FBOVESPA S.A. - Bolsa de Valores, Mercadorias e Futuros (BVMF3)

weaknesses were to materialize affecting the sustainability of the business models of these brokerage firms and market
participants.
Additionally, we may be negatively affected, and more harshly than other financial institutions and financial services, by
international crises, capital market crises and unfavorable changes or imbalances in the macroeconomic scenario that may (i)
have negative effects on variables that are significant for our business, such as interest rates, inflation, exchange rates, growth
or GDP (Gross Domestic Product) growth expectations, among others; (ii) lead to the adoption of protectionist measures, such
as capital control; or (iii) lead to the increase in the tax burden, or even the introduction of new taxes charged from the Company,
the markets it operates or the clients and participants in such markets. Additionally, a sluggish recovery of the domestic or
international economy may directly affect the volume of business on markets we operate.
Also, we believe that crises or instability in the Brazilian political environment may impact the macroeconomic variables mentioned
above, with negative influence on our market activity and results. These crises and instability may worsen and continue for longer
periods due to investigations involving important public and private agents at the executive, legislative or judiciary level, as well
as in the Administrative, Civil or Criminal sphere. Likewise, the opening, discussion and approval of the impeachment process may
prolong the instability of Brazils political environment.
We discuss below some impacts of market activity on our two primary business segments:

Equities and equity derivatives segment (Bovespa Segment).


A significant portion of our overall revenues derives from transactions carried out on our Bovespa segment, which is a function of
the level of stock prices and the prices of equity-based derivatives, as well as turnover velocity. In addition, the segment dynamics
depend on the number of listed issuers and market investors being sustained and increasing.
In 2015, the top ten stocks more actively traded on the stock market accounted for approximately 44.5% of the trading volume,
while trading activity by foreign investors accounted for 52.8% of the total value traded. Thus, our revenues and future results
could be materially and adversely affected if one of more issuers of top-traded stocks were to delist from our exchange, a in case
of a sharp fall in the prices of the most-traded equities, if the number of stocks in the market declined significantly or if the
volumes traded by foreign investors were to dwindle.
We have no direct control over any of these factors, which depend on the relative attractiveness of the securities and equitybased derivatives traded on markets we operate, and, in short, the attractiveness of variable income investments vis--vis other
investments. These factors, in turn, are influenced primarily by the macroeconomic conditions in Brazil and across the world, in
terms of (i) growth levels, liquidity and political stability; (ii) the regulatory environment for investments in securities and equitybased derivatives; and (iii) the levels of market activity, volatility and general stock market performance across global markets.

Financial and commodity derivatives segment (BM&F Segment).


Volatility in derivatives prices, credit crunches, reductions in consumer spending and in government spending, global economic
slowdowns, exchange rate instability and inflationary pressures, may have materially adverse direct and indirect effects on the
Brazilian economy and, as a result, also on the level of activity on derivatives markets, mainly because these risk factors negatively
influence the drive and willingness of financial institutions and investors in general to trade in derivatives to hedge a position or
increase leverage.
Sharp decreases in the volume of trading in derivative contracts, particularly interest-rate and FX futures contracts, which account
for a significant portion of the overall volume and our revenues for the BM&F segment, could materially and adversely affect our
revenues and profitability, which would significantly and negatively impact our business, financial condition and results of
operations.
d.

Risks relating to regulations of the sectors in which the issuer operates

Noncompliance with applicable legal and regulatory requirements, both in the domestic and international levels,
could adversely affect our business.
We operate in a highly regulated and closely monitored industry, which is subject to an extensive, dynamic and complex regulatory
framework, and may be subject to increasing regulatory scrutiny by government regulators or private institutions, both in the
domestic and international levels. This regulatory framework is designed to preserve the integrity of the capital markets and other
financial markets and to protect the interests of the investing public. Our business operations depend on prior authorization from
governmental regulatory agencies and on our ability to maintain our operating licenses. Moreover, our operations in other
jurisdictions or the transactions carried out by non-resident investors are affected by international regulations. Our ability to
comply with applicable laws and regulations is highly dependent on our ability to maintain adequate systems and procedures.
Noncompliance with applicable legal and regulatory requirements could adversely affect our business. Legal and regulatory
changes in Brazil and changes in standards implemented at an international level could adversely affect our business and have a
negative impact on current and future users of our products and services. For instance, the regulators may implement changes
which reduce the attractiveness of a listing on our markets, the attractiveness of the services provided by our clearinghouse and
our depositary, the use of other services provided by the BM&FBOVESPA, or encourage migration of the companies listed and
investors from our trading and post-trading platforms to alternative market centers offering more flexible trading, corporate
governance, and capital requirements.

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Reference Form 2016 BM&FBOVESPA S.A. - Bolsa de Valores, Mercadorias e Futuros (BVMF3)

e.

Risks relating to social and environmental issues

Shortages of natural resources, or crises affecting the energy sector may affect critical operations
Our critical operations, our in-house and third-party information technology and communications systems and infrastructure, as
well as the maintenance of our premises, data centers, employees and contractors in our physical environments are fundamentally
dependent on an adequate supply of natural and energy resources.
We cannot guarantee that the government will be in a position to provide an adequate supply of natural resources and energy,
while contingency plans set in motion by the government, BM&FBOVESPA and participants may not be sufficient to minimize the
impacts on our operations.
4.2 Description of market risks

Changes in the financial and economic indicators, such as interest rates, exchange rate, inflation and stock prices
could adversely affect our businesses for our results and the market value of our shares.
Some of our primary business lines, including trading and post-trading services covering equities and multiple derivatives, are
directly exposed to risks related to the general performance of the Brazilian economy, in addition to also being heavily influenced
by eventual changes in indicators, such as interest rate, exchange rate, stock and derivatives prices, that have a direct and
indirect impact on our revenues and on the volume of business of the markets we operate.
For a better understanding, we set forth below a list of changes in indicators and how it could potentially and adversely affect the
markets managed by BM&FBOVESPA. These are examples only, based on past experience, and we do not purport to provide an
exhaustive list of any such factors, developments, actions or measures.

Changes in the domestic benchmark interest rate

Increases in the domestic benchmark interest rate, which are beyond our control, could dampen the attractiveness of the
stock market and elicit more interest in fixed income investments and negatively affect our revenues;
Changes in the interest rate of the economy, which are beyond of our control, may negatively affect our financial results and
the markets we manage;

Changes in foreign exchange rates.

Changes in foreign exchange rates could adversely affect our revenues and the expected returns on investments from crossborder investors active in the domestic equities and derivatives markets.
Heightened exchange rate volatility could adversely affect the volumes traded in FX contracts and US-dollar denominated
interest rate contracts and adversely affect our revenues.
The Brazil real to U.S. dollar exchange rate could have a direct impact on our average rate per contract (RPC) for groups of
derivative contracts based on the exchange rates, on the US-dollar denominated interest rate and on certain commodities, as
we our revenue for these contract groups is denominated in U.S. dollars.
Changes in exchange rates may affect the value of the products and services acquired or suplied, as well as financial
instruments and equity stakes in strategic investments in foreign currency held by BM&FBOVESPA.

Changes in inflation rate

Changes in prices indexes may affect the Company's main operating expenses, notably personnel expenses (adjusted annually
by IPCA/INPC) and IT services and contracts, for which a major portion have clauses that provide annual adjustments by
inflation.

Changes in stock prices

The negative performance on stocks of listed companies can reduce the attractiveness of the equity market and lead investors
to leave the Brazilian market, negatively affecting our revenues.

Changes in the share price of Latin America exchanges, that BM&FBOVESPA holds as a minority strategic investment, can
negatively affect the value of our portfolio.

In addition to the qualitative analysis of possible impacts arising from market risks listed above, find below a summarized table
of market risks exposure from our financial investments, debt and accounts payable and receivable on foreign currency.

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Reference Form 2016 BM&FBOVESPA S.A. - Bolsa de Valores, Mercadorias e Futuros (BVMF3)

Risk factor
Share price
Floating interest rate
Foreign exchange - USD
Foreign exchange - EUR
Foreign exchange - GBP
Foreign exchange - CLP
Foreign exchange - MXN
Gold
Fixed interest rate
Inflation
1.
2.

Exposure to Risk Factors (Consolidated)


06/30/2016 12/31/2015
Risk
Percentage
Percentage
Lower share price
1.19%
66.67%
Lower CDI/Selic
97.02%
65.18%
Higher currency
1.25%
33.34%
Lower currency
0.40%
0.55%
Lower currency
0.03%
0.07%
Lower currency
0.26%
0.67%
Lower currency
0.93%
Lower gold price
0.10%
0.19%

12/31/2014 12/31/2013
Percentage
Percentage
96.50%
97.50%
1.40%
1.80%

0.30%
1.80%

0.20%
0.50%
0.10%

With the reclassification of the investment in CME Group to financial investments (available for sale) and the equity stake
in Bolsa de Comercio de Santiago and Bolsa Mexicana de Valores, these financial assets are subject to two risk factors
simultaneously: exchange rate and share price variation.
For 2016, it refers to the risk of the decrease in stock price of Bolsa de Comercio de Santiago and Bolsa Mexicana de
Valores. For 2015, it refers to the decrease in stock price of CME Group and Bolsa de Comercio de Santiago.

We have no control over the global economic situation on the portfolio allocation of global investors or on the
performance of stock markets and derivatives around the world, and we may be adversely impacted by these
variables, adversely affecting our results and the value of market for our shares.
We have no control over the perceived attractiveness, performance and volatility of cross-border exchanges and the securities
markets across the world and these variables can influence investor perception of the domestic securities markets and potentially
have an adverse impact on the volume of dealings in equities and derivatives processed in our trading and post-trading systems.
Moreover, cross-border investors account for a significant portion of the volumes traded in equities and derivatives on domestic
markets. If these investors were to change their asset allocation strategies to direct investment resources to other international
markets, this would adversely affect our business, results of operations and the market price of our shares.
Additionally, global economic slowdowns, inflation and exchange rate instability, credit squeezes and other global macroeconomic
factors could adversely affect the Brazilian economy both directly and indirectly and the markets where we operate.
4.3

Arbitration proceeding, legal and administrative proceedings not protected by absolute privilege.

The Company and its subsidiaries are parties to administrative and court cases relative to matters of tax, labor and civil la w.
Our provisions policy has been established consistently with the guidelines provided under CVM Resolution No. 594 dated
September 15, 2009.
Given that the information presented herein in connection with court and administrative and arbitration proceedings include
outcome assessments based on criteria that differ from those contemplated under CVM Resolution 594/09, the tables below
include information about cases whose prospects for a defeat have been assessed as remote such that we have not reserved
their value at issue as contingent liabilities in our financial statements for periods preceding the date of this form.
To report the lawsuits below, the Company adopted to its analysis of materiality the ability of the information to influence the
investment decision, combining quantitative and qualitative criteria. The quantitative criterion encompass lawsuits involving
an amount higher than 1% of Companys equity, based on the previous fiscal year. The qualitative criterion considers evidences
and precedents of case law, regulation and facts surrounding the lawsuits, external opinions, reports, among others, in addition
to sensitive subjects, which would represent potential risks to our image and of our subsidiaries.

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Reference Form 2016 BM&FBOVESPA S.A. - Bolsa de Valores, Mercadorias e Futuros (BVMF3)

I.

Tax Cases

I.1 BM&FBOVESPA S.A. Bolsa de Valores, Mercadorias e Futuros (BM&FBOVESPA)


I.1.1)
Case No. 2007.61.00.030994-8
Court of origin
4 th Lower federal court of the judiciary subsection of So Paulo
Instance

Appellate court

Filing date

November 12, 2007

Litigating parties

Plaintiff: Bolsa de Mercadorias & Futuros BM&F S.A. (merged into BM&FBOVESPA on May 8, 2008)
Defendant: Brazilian Government

Amounts, assets, rights at


risk

R$44,501 thousand, adjusted for inflation until December 2015.

Main facts

Possibility of loss

This is a declaratory action seeking a court decree acknowledging the inexistence of tax relationship
permitting the government to charge Additional Social-Security Contribution levied at a rate of 2.5%
from financial institutions, either because the commodities and futures exchanges have only been
required to make such payment upon enactment of Decree No. 2173/97 (subsequently replaced with
Decree No. 3048/99), when there was no mention to them in Supplementary Law No. 84/96, or
because such decree has expanded the contribution base, which previously encompassed only the
payments to those service providers (self-employed) and now included also the payroll (employees).
BM&FBOVESPA deposits in court, every month, the amounts corresponding to the Additional So cial
Security Contribution. The special appeal lodged by the Brazilian Government is pending judgment.
Remote

Analysis of impact in case


of loss

The amount in controversy has been deposited in court in full.

Provisioned amount

R$44,501 thousand (the amount in controversy has been provisioned irrespective of the
assessment of remote possibility of loss, because the subject matter of the case discusses a legal
obligation).

I.1.2)
Administrative Case No. 16327.001536/2010-80
Court of origin
Administrative Council for Tax Appeal (CARF)
Instance

Appellate administrative court

Filing date

November 26, 2010

Litigating parties

Claimant: Brazilian Federal Revenue Service


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

Amounts, assets, rights at


risk

R$1,083,566 thousand, adjusted for inflation until December 2015.

Main facts

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

Possibility of loss

Remote

Analysis of impact in case


of loss

Order to pay the amount in controversy.

Provisioned amount

No amount has been provisioned.

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Reference Form 2016 BM&FBOVESPA S.A. - Bolsa de Valores, Mercadorias e Futuros (BVMF3)

I.1.3)
Administrative Case No. 16327.720648/2012-03
Court of origin
Administrative Council for Tax Appeal (CARF)
Instance

Appellate administrative court

Filing date

May 22, 2012

Litigating parties

Claimant: Brazilian Federal Revenue Service


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

Amounts, assets, rights at


risk

R$197,935 thousand, adjusted for inflation until December 2015.

Main facts

The tax authority seeks to collect withholding income tax (IRRF) relating to the calendar year 2008, since
the RFB understands that BM&FBOVESPA is allegedly liable for withholding and paying the IRRF levied on
the supposed capital gain obtain by the non-resident investors of Bovespa Holding S.A., in view of the
merger of shares of this company by BM&FBOVESPA. BM&FBOVESPA received of the Tax Assessment
Notice on May 22, 2012, and on June 21, 2012, it filed an objection, which was denied in July 2013. On
March 10, 2015, the CARF denied the appeal lodged by BM&FBOVESPA. Currently pending trial of the special
appeal lodged by BM&FBOVESPA.

Possibility of loss

Possible

Analysis of impact in case


of loss

Order to pay the amount in controversy.

Provisioned amount

No amount has been provisioned.

I.1.4)
Administrative Case No. 16327.721.146/2012-91
Court of origin
Administrative Council for Tax Appeal (CARF)
Instance

Appellate administrative court

Filing date

October 30, 2012.

Litigating parties

Claimant: Brazilian Federal Revenue Service


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

Amounts, assets, rights at


risk

R$10,5 thousand IRRF Outright Fine, adjusted for inflation until December 2015.

Purpose and
main related
developments

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

Possibility of loss
Analysis of impact in case
of loss
Provisioned amount

Remote, with regard to the IRRF outright fine (multa isolada) (R$10,5 thousand).
Order to pay the amount in controversy.
No amount has been provisioned.

I.1.5)
Administrative Case No. 16327.721.268/2012-88
Court of origin
Administrative Council for Tax Appeal (CARF)
Instance

Appellate administrative court

Filing date

November 7, 2012.

Litigating parties

Claimant: Brazilian Federal Revenue Service


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

Amounts, assets, rights at


risk

R$55,689 thousand (outright fine for noncompliance with ancillary tax obligation - IRRF), as updated
through to December 2015.

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Reference Form 2016 BM&FBOVESPA S.A. - Bolsa de Valores, Mercadorias e Futuros (BVMF3)

Main facts

Possibility of loss
Analysis of impact in case
of loss
Provisioned amount

Tax Assessment Notice seeking to collect an individual fine for lack of payment of withholding income
tax (IRRF) supposedly levied on the value of stock options originally granted under the BM&F S.A. Stock
Options Plan, assumed by BM&FBOVESPA and exercisable by the Plan beneficiaries in the years 2007
and 2008. BM&FBOVESPA received the Tax Assessment Notice on November 7, 2012, and on December
7, 2012, it filed an objection against the tax assessment. The objection was denied in August 2013.
Currently pending judgment of our voluntary appeal lodged with the Administrative Council for Tax Appeal
in respect of the outright fine.
Remote.
Order to pay the amount in controversy.
No amount has been provisioned.

I.1.6)
Administrative Case No. 16327.721.519/2012-24
Court of origin
So Paulo Regional Tax Judgment Office Brazilian Federal Revenue Service
Instance

Lower administrative court

Filing date

December 19, 2012.

Litigating parties

Claimant: Brazilian Federal Revenue Service


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

Amounts, assets, rights at


risk

R$144,088 thousand, adjusted for inflation until December 2015.

Main facts

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

Possibility of loss

Possible.

Analysis of impact in case


of loss

Order to pay the amount in controversy.

Provisioned amount

No amount has been provisioned.

I.1.7)
Administrative Cases Nos. 16327.720.152/2014-93 and 16327.720.154/2014-82
Court of origin
Administrative Council for Tax Appeal (CARF)
Instance

Appellate administrative court

Filing date

February 28, 2014

Litigating parties

Claimant: Brazilian Federal Revenue Service


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

Amounts, assets, rights at


risk

R$137,349 thousand (Social-security Contributions), plus R$55,046 thousand (IRRF fine), adjusted for
inflation until December 2015.

Main facts

Tax Assessment Notice claiming the supposed levy of social-security contributions due on stock options
of BM&F S.A. and of BM&FBOVESPA, specifically with respect to the fiscal years occurred in the years
2009 and 2010, as well as outright fine (multa isolada) resulting from failure to withhold the withholding
income tax (IRRF) supposedly levied on the value attributable to these stock options. BM&FBOVESPA
received the tax assessment notices on February 28, 2014, and it filed objections that were denied in
September 2014. We currently await trial of the voluntary appeals to the Administrative Council for Tax
Appeal.
The case is now pending judgment by the Administrative Council for Tax Appeal.

Possibility of loss

Possible for the assessment Social-security Contributions (R$137,349 thousand); and Remote for the
fine for failure to withhold the IRRF (R$55,046 thousand).

Analysis of impact in case


of loss

Order to pay the amount in controversy.

Provisioned amount

No amount has been provisioned.

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Reference Form 2016 BM&FBOVESPA S.A. - Bolsa de Valores, Mercadorias e Futuros (BVMF3)

I.1.8)
Administrative Case No. 16327.720387/2015-66
Court of origin
So Paulo Regional Judgment Office of the Brazilian Federal Revenue Service
Instance

Lower administrative court

Filing date

April 2, 2015.

Litigating parties

Claimant: Brazilian Federal Revenue Service


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

Amounts, assets, rights at


risk

R$2,111,622 thousand, adjusted for inflation until December 2015.

Main facts

Tax assessment notice of the Brazilian Federal Revenue Service questioning the amortization, for tax
purposes, in the fiscal years 2010 and 2011, of the goodwill generated upon the merger of shares of
Bovespa Holding S.A. into BM&FBOVESPA in May 2008. On April 27, 2016, BM&FBOVESPA was notified
of the decision of the DRJ denying the objection presented. BM&FBOVESPA will appeal to the
Administrative Council for Tax Appeal within the applicable term.

Possibility of loss

Remote.

Analysis of impact in case


of loss

Order to pay the amount in controversy.

Provisioned amount

No amount has been provisioned.

I.1.9)
Administrative Cases No. 16327.720.432/2015-82 and 16327.720.433/2015-27
Court of origin
So Paulo Regional Judgment Office of the Brazilian Federal Revenue Service
Instance
Lower administrative court
Filing date
April 24, 2015 and May 5, 2015
Claimant: Brazilian Federal Revenue Service
Litigating parties
Respondent: BM&FBOVESPA S.A. Bolsa de Valores, Mercadorias e Futuros
Amounts, assets,
R$79,094 thousand (Social-Security Contributions) and R$31,750 thousand (IRRF Fine) adjusted for inflation until
rights at risk
December 2015.
Tax Assessment Notice about the supposed levy of social-security contributions on options granted based on the
Stock Options Plans of BM&F S.A. and of BM&FBOVESPA, specifically with respect to the fiscal years occurred in the
Main facts
years 2011 and 2012, as well as on the outright fine (multa isolada) resulting from failure to withhold the
withholding income tax (IRRF) supposedly levied on the value attributable to these stock options. Currently
pending trial of the administrative objections presented by BM&FBOVESPA.
Possible for the Social-Security Contributions (R$79,094 thousand) and Remote for the Fine due to the failure to
Possibility of loss
withhold IRRF (R$31,750 thousand).
Analysis of impact
Order to pay the amount in controversy.
in case of loss
Provisioned amount No amount has been provisioned.

I.1.10)
Administrative Case No. 0033653-41.1999.4.03.6100
Court of origin
1st Lower federal court of the judiciary subsection of So Paulo
Instance
Appellate court
Filing date
July 15, 1999
Claimant: Bolsa de Valores de So Paulo (BM&FBOVESPA S.A. is a successor of Bovespa currently Associao
Bovespa in view of the merger of the spun-off portion of the capital stock of such association at the time of its
Litigating parties
demutualization in 2007)
Respondent: Federal Government
Amounts, assets,
R$45,910 thousand adjusted for inflation until December 2015.
rights at risk
Declaration of inexistence of legal and tax relationship that requires BOVESPA to pay COFINS until January 1999,
including on receipts of fees, emoluments and variable contributions, in view of the fact that the amounts obtained
Main facts
by BOVESPA are essential for engagement in its own activities, and do not represent sales. Judgment was rendered
denying the claim. Currently pending trial of the appeal lodged by BM&FBOVESPA.
Possibility of loss
Possible
Analysis of impact
The amount in controversy has been fully deposited in court.
in case of loss
Provisioned amount No amount has been provisioned.

17

Reference Form 2016 BM&FBOVESPA S.A. - Bolsa de Valores, Mercadorias e Futuros (BVMF3)

I.1.11)
Administrative Case No. 0033743-49.1999.4.03.6100
Court of origin
11 th Lower federal court of the judiciary subsection of So Paulo
Instance
Appellate court
Filing date
July 15, 1999
Claimant: Bolsa de Valores de So Paulo (BM&FBOVESPA S.A. is a successor of Bovespa currently Associao
Bovespa in view of the merger of the spun-off portion of the capital stock of such association at the time of its
Litigating parties
demutualization in 2007)
Respondent: Federal Government
Amounts, assets,
R$13,782 thousand adjusted for inflation until December 2015.
rights at risk
Declaration of inexistence of legal and tax relationship that requires BM&F to pay COFINS until January 1999,
including on receipts of fees, emoluments and variable contributions, in view of the fact that the amounts obtained
by BM&F are essential for engagement in its own activities, and do not represent sales. BM&F obtained a preliminary
Main facts
injunction suspending enforceability of the tax credit. Judgment was rendering granting the claim. The appeal
brought by the Federal Government was denied. Currently pending trial of the special appeal lodged by the Federal
Government.
Possibility of loss
Possible
Analysis of impact
Order to pay the amount in controversy.
in case of loss
Provisioned amount No amount has been provisioned.

II.

Civil law cases

II.1 BM&FBOVESPA and BVRJ


II.1.1)
Case No. 2007.001167284-8
Court of origin
2 nd business court of the judicial district of Rio de Janeiro (RJ)
Instance

Superior Court of Justice

Filing date

October 2, 2007

Litigating parties

Plaintiffs: Naji Robert Nahas, Selecta Participaes e Servios S/C Ltda. and Cobrasol Companhia
Brasileira de leos e Derivados
Defendants: BVRJ and Bovespa Association

Amounts, assets, rights at


risk

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

Main facts

This is an action for damages (ordinary proceedings) in which plaintiffs seek to have BVRJ and the
Bovespa Association ordered to pay damages for moral and property damage allegedly incurred as a
result of certain stock trades late in the 1980s. Following the answers and reply, judgment was
rendered against the Plaintiffs. The Plaintiffs and the defendants filed motions for clarification, which
have been granted in part. The Plaintiffs next appealed the decision, which has been denied by the
Court of Appeals of Rio de Janeiro, so the Plaintiffs filed special and extraordinary appeals, which the
higher court refused to entertain. Subsequently, the Plaintiffs filed interlocutory appeals to the
Superior Court of Justice (STJ) and the Federal Supreme Court (STF). The STJ has recently issued a
certiorari order, accepting the special appeal for review. However, the special appeal has been
entertained only in part, and this part has been unanimously denied. The appellants filed a motion
for clarification, which has also been denied. They have then filed a divergence motion (appeal
against a divergent decision), which was denied. Pending remittance of the case to the STF for trial
of the pending appeal.

Possibility of loss

Remote

Analysis of impact in case


of loss

Award to pay moral and property damage, which the Company understands would not reach the limit
defined as amount in controversy, even in the unlikely event that both the judgment and the appellate
decision were reversed by the higher courts.

Provisioned amount

No amount has been provisioned.

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Reference Form 2016 BM&FBOVESPA S.A. - Bolsa de Valores, Mercadorias e Futuros (BVMF3)

II.1.2)
Case No. 96.0037050-8
Court of origin

22 nd federal court of the judiciary subsection of So Paulo (SP)

Instance

Superior Court of Justice

Filing date

November 19, 1996

Litigating parties

Plaintiffs: Rubens Taufic Schahin et Al.


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

Amounts, assets, rights at


risk

Payment of property damages, to be calculated in liquidation of the award. The amount in controversy
was amended to R$109,518 thousand (November 1996), which, however, does not reflect the
economic contents of the Plaintiffs claim.

Main facts

This is an action for damages where the plaintiffs seek compensation based on the difference
between the actual value of the preferred shares of LACTA, of which plaintiffs allege to have been
deprived, and the amount actually paid, in addition to loss of profits corresponding to dividends not
earned. The plaintiffs allege to have been compelled to sell their shares in an auction at the then
BOVESPA, after the courts had annulled the decision of a shareholders meeting authorizing a share
issuance in which plaintiffs purchased their equity interest in Lacta shares . Kraft filed counterclaim,
seeking repayment of dividends previously paid. After the answers and reply, the lower court decision
denied the claim and counterclaim, ordering the plaintiffs and Kraft to pay fees of counsel. As a
result, the plaintiffs and defendants Kraft, Silb Participaes, CVM and Philip Morris appealed the
decision. In addition, BM&FBOVESPA and BVRJ filed adhesive appeal seeking to increase the
arbitrated fees of counsel. The Federal Regional Court denied the plaintiffs appeal and grant ed the
co-defendants appeals in respect only of the increase in arbitrated fees of counsel. The plaintiffs and
Philip Morris filed special appeals, which have been answered and have not been accepted in the
Court of origin. The same parties filed interlocutory appeal against the decisions that have not
entertained the appeals. A decision by the Superior Court of Justice is currently pending.

Possibility of loss

Remote

Analysis of impact in case


of loss

If the final decision were to award damages, the indemnity would be apportioned amongst the codefendants at an amount ultimately arbitrated in liquidation of award proceedings.

Provisioned amount

No amount has been provisioned.

II.2 BM&FBOVESPA
II.2.1)
Case No. 0172946-23.2010.8.26.0100 (lower court case No. 583.00.2010.172946-2)
Court of origin

11 th civil court of the judicial district of So Paulo (SP)

Instance

Appellate court

Filing date

August 17, 2010

Litigating parties

Plaintiff: Bankruptcy estate of Spread Commodities Mercantil e Corretora de Mercadorias Ltda.


Defendant: BM&FBOVESPA

Amounts, assets, rights at


risk

Membership certificates held by plaintiff in the then BM&F (civil association), converted into 4,908,015
shares of BM&F S.A., currently BM&FBOVESPA. The estimated value is the provisioned amount.
Action seeking declaration of nullity of the cancellation of the membership certificates and the
referred compensation of the losses resulting from this cancellation, as follows: collection of
3,278,554 shares issued by the Company, in which the plaintiff claims it would have the right to
receive proceeds on that and the compensantion on the sale of 1,629,461 shares in the IPO of BM&F,
at R$ 20.00 per share.

Main facts

We received service of process on January 18, 2011, and the Company filed an answer. On August
5, 2011, the claim was granted to declare that the Plaintiff is the owner of 3,278,554 shares issued
by the Company, ordering such shares to be seized to integrate the bankrupt estate for sale, and
ordering the Company to pay to the Plaintiff the R$32,589 thousand corresponding to the sale of
shares upon the IPO of BM&F, with adjustment for inflation and late payment interest at the rate of
1% per month as from such date, and also ordering the Defendant to pay dividends and interest on
capital not paid in the amount of R$2,312, adjusted for inflation and with 1% interest in arrears, in
addition to all dividends and interests due as a result of the ownership of these shares, as well as
fees of counsel, arbitrated at 10% of the total amount of the award. We have filed an appeal . In
appraising it, the Court of Justice of So Paulo upheld the verdict, partially accepting the appeal filed
the Company's on: (i) changing the initial date of the interest payment, which becomes the date
when we receive the service of process, and (ii) reduce the fee, from 10% to 3% of the value of the

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Reference Form 2016 BM&FBOVESPA S.A. - Bolsa de Valores, Mercadorias e Futuros (BVMF3)
conviction.
Possibility of loss

Probable

Analysis of impact in case


of loss

Recomposition the bankruptcy estate, through the delivery of 3,278,554 BVMF3 shares, plus the
proceeds that would have been paid since Sep/07, as well as those that will be paid to shareholders
in the course of the action, updated; as well as the payment of compensation in the amount of
R$32,589 thousand (corresponding to the 1,629,461 BVMF3 shares that would have been sold in the
IPO at R$20.00 per share), updated; and the payment of attorney's fees of 3% on the value of the
conviction.

Provisioned amount

R$183,935 thousand.

II.2.2)
Case No. 0204334-17.2005.8.26.0100 (583.00.2005.204334-9)
Court of origin
11 th civil court of the judicial district of So Paulo (SP)
Instance

Superior Court of Justice

Filing date

November 30, 2005

Litigating parties

Plaintiff: Welinton Balderrama dos Reis


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

Amounts, assets, rights at


risk

Membership certificate in the then BM&F.

Main facts

This action seeks the annulment of a decision of the board of directors of the then BM&F, which
excluded the plaintiff from membership and cancelled his membership certificates due to default on
fees owed the exchange. He also seeks a valuation of his interest in common membership certificates
according to the rules provided in the bylaws in the period between 1990 and 1999. The Defendant
filed the answer, followed by the reply. Judgment was rendered and denied the claims. The plaintiff
appealed, which was granted in part, acknowledging its right to liquidation of assets. Both parties
filed motions for clarification. The motion filed by BM&FBOVESPA and BM&F Association was granted
in part, and the plaintiffs was denied. The plaintiff then filed both special and extraordinary appeals.
A second motion for clarification filed by BM&FBOVESPA and BM&F Association was denied. However,
due to clerical error and other reasons, we filed another motion, and the lower court judge accepted
to correct the clerical error. In order to have the motion reviewed by the higher court, we then filed
regulatory appeal, whose judgment upheld the appealed decision, declared the co -defendants and
counsel malicious litigants for malicious use of process , subject to related penalties. Subsequently,
BM&FBOVESPA filed special and extraordinary appeals, which the appealed court has entertained,
remitting the case record to the higher courts for judgment. Our special appeal was accepted with
staying effects to avoid provisory enforcement of the appealed decision. The plaintiffs appeals have
not been entertained. The Superior Court of Justice granted the special appeal, fully denying the
initial claims and eliminating the fines imposed on the parties and their counsel. The P laintiff filed a
motion for clarification against this appellate decision, which motion for clarification was denied. The
Plaintiff brought a new motion for clarification. Which was also denied, and a fine was imposed in
view of the acknowledgment of the modification nature of the appeal. A new motion for clarification
as brought against this decision, which is pending trial. The special appeal brought by BM&FBOVESPA
was granted, to deny the claims made in the action. Against this decision, the Plaintiff br ought three
motions for clarification, which were denied.

Possibility of loss

Remote

Analysis of impact in case


of loss

Payment of plaintiffs credits resulting from his exclusion from membership in the then BM& F, which
the Company estimates at R$2,282 thousand (amount for December 2014).

Provisioned amount

No amount has been provisioned.

II.2.3)
Case No. 0117867-25.2011.8.26.0100 (583.00.2011.117867-5)
Court of origin
29 th civil court of the judicial district of So Paulo (SP)
Instance
Filing date

First instance
February 25, 2011

Litigating parties

Plaintiff: Solidez Corretora de Ttulos e Valores Mobilirios Ltda.


Defendants BM&FBOVESPA BM&F Association and Edemir Pinto.

Amounts, assets, rights at


risk

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


authorization to operate as special trader at the time of the public offering of shares of BM&F.

Main facts

The plaintiff in this action seeks the declaration of nullity of the agreement for the assignment of the
property right of commodities brokerage firm, returning the parties to the status quo ante and subject
to the subsequent changes (conversion of the property right into shares); or, on a subsidiary basis,

20

Reference Form 2016 BM&FBOVESPA S.A. - Bolsa de Valores, Mercadorias e Futuros (BVMF3)
to require the Defendant to be ordered to pay damages in the amount equivalent to the shares
originating from conversion of the property right of commodities brokerage firm (35% according to
the quotation of the initial offering and 65% according to the current quotation), less the amounts
received by the sale of the property right in the Repurchase Program . The answers and the plaintiffs
rebuttal were filed. The Plaintiffs claims were denied. In view of this decision, the Plaintiff brought a
motion for clarification, which was denied. The Plaintiff then brought an appeal, which was granted to
annul the judgment. After annulment of the judgment and remanding of the records to the lower court
for new trial, the Plaintiff filed a motion for impediment, which was denied. We expect the case to
proceed in the lower court.
Possibility of loss
Analysis of impact in case
of loss
Provisioned amount

Remote
Institution of a negative precedent, enabling the membership certificates sold in the Repurchase
Programs, which preceded demutualization of the BM&F, to be questioned.
No amount has been provisioned.

II.2.4)
Administrative Corruption Cases No. 1999.34.00020289-0, 1999.34.00019665-0, Citizen Suits No. 1999.34.00.009903-7,
1999.34.00.010188-7 and 1999.34.00.012074-3
Court of origin
22 nd civil court of the judicial section of the Federal District
Instance

Second instance

Filing date

Between April 20, 1999 and June 25, 1999

Litigating parties

Plaintiff: Federal Public Prosecutors Office (administrative corruption cases) and Luiz Carlos Tanaka
(citizen suits)
Defendants: Banco Marka S.A., Banco FonteCindam S.A., Bolsa de Mercadorias e Futuros (BM&F),
Edemir Pinto (General Associate Director of the then BM&F and currently Chief Executive Officer of
BM&FBOVESPA), Antnio Carlos Mendes e Barbosa, Paulo Roberto Garbato (form er Officers of the
then BM&F) et al.

Amounts, assets, rights at


risk

Reimbursement to the treasury of the supposed losses incurred in transactions carried out by the
Central Bank and those to which Bancos Marka and FonteCindam were parties. The administrative
corruption cases further contain a claim to order the Defendants to pay civil fine and prohibition to
execute agreements with the Public Authorities or to receive incentives or tax benefits.

Main facts

Actions seeking the declaration of nullity of transactions for the sale of future dollar contracts carried
out in January 1999 by the Central Bank of Brazil, as well as to order the responsible persons and
the beneficiaries of this transaction to pay damages in the amount equivalent to the los s of property
caused. The then BM&F (civil association), succeeded by BM&FBOVESPA, and its former managers
was included in the lawsuit because it had allegedly agreed to these transactions, which have
allegedly benefited the Stock Exchange itself, because it has not needed to resort to internal
mechanisms for the settlement of transactions. The Defendants submitted the answer, followed by
the reply. In its defense, BM&F claimed, among others, that it has not performed any action to justify
its inclusion as defendant therein, it being understood that it has also not benefited from any of the
transactions carried out by the Central Bank of Brazil at the time of the foreign-exchange devaluation
occurred in January 1999. The production of expert evidence was granted. In view of the identity of
subject matter of the actions, the expert evidence to be produced in one of the actions was used in
the others. On March 15, 2012, the claims were granted against most of the defendants in said
cases, among which BM&F, on a jointly, severally and subsidiary basis. The aggregate amount of the
award reach R$7,005,000 thousand, from which, according to one of the decisions rendered, the
gains obtained by the Central Bank of Brazil in view of the lack of use of international res erves, in
the amount of up to R$5,431,000 thousand, may be deducted. The amounts refer to January 1999
and they may be adjusted for inflation, plus late payment interest, and costs of loss of suit. BM&F
was also subject, as well as some defendants, to the sanctions mentioned in the Law on
Administrative Corruption. In the care of BM&F, these sanctions consisted in the prohibition to
execute agreements with the Public Authorities or to receive benefits or tax or credit incentives,
directly or indirectly, for a term of five (5) years, as well as to pay a civil fine in the amount of
R$1,418,000 thousand.
The actions were denied in relation to the Defendant Edemir Pinto.
After publication of the judgments, a motion for clarification as brought and denied. We br ought an
appeal, which is pending trial by the Federal Regional Court of the 1 st Region.

Possibility of loss

Analysis of impact in case


of loss

Provisioned amount

Remote
Reimbursement to the treasury of the losses incurred that, according to the judgments, total
R$7,005,000 thousand, from which, according to one of the decision rendered, the gains obtained
by the Central Bank of Brazil in view of the failure to use international reserves, in the mount of up
to R$5,431,000 thousand, may be deducted; payment of civil fine in the amount of R$1,418,000
thousand; prohibition to execute agreements with the Public Authorities and to receive tax benefits.
The amounts refer to January 1999 and they shall be adjusted for inflation, plus late payment
interest, and costs of loss of suit.
No amount has been provisioned.

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Reference Form 2016 BM&FBOVESPA S.A. - Bolsa de Valores, Mercadorias e Futuros (BVMF3)

II.2.5)
Case No. 0006711-96.2012.8.19.0001
Court of origin

6 th business court of the judicial district of Rio de Janeiro (RJ)

Instance

Appellate court

Filing date

January 9, 2012

Litigating parties

Plaintiff: Tamoyo Investimentos S.A. C.T.V.M.


Defendants: BM&FBOVESPA and BVRJ

Amounts, assets, rights


at risk

The plaintiff seeks compensation for property damages allegedly resulting from plaintiff not having
been authorized to exchange its BVRJ membership certificates for membership certificates of the
then Bovespa. The damages shall be determined in liquidation of award.

Main facts

This is an action for damages where Tamoyo seeks to have BVRJ and BM&FBOVESPA jointly liable to
pay indemnification for substantial damages allegedly resulting from plaintiff not having been
authorized to exchange its BVRJ membership certificates for membership certificates of the then So
Paulo Stock Exchange, which in turn, would entitle to shares issued by BM&FBOVESPA. The co defendants filed their answers, and the Brazilian Securities Commission (CVM), acting as amicus
curiae, provided information and expressed opinion that the plaintiffs claim is groundless. The
judgment denied the claims, accepting the argument that Tamoyo has failed to meet the requirements
established by BVRJ for the exercise of the right to the exchange. Tamoyo appealed; the Court of
Appeals of Rio de Janeiro granted the appeal, reversing the lower court decision to order the co defendants to pay damages, the amount of which is to be determined in liquidation of the award.
Each of the co-defendants filed motions for clarification, which were denied. They then filed special
and extraordinary appeals, which have not been entertained. BVRJ And BM&FBOVESPA filed
interlocutory appeals against these decisions, after presentation of objection by the Plaintiff, and
subsequently the appeals were sent for consideration by the higher court, where they are currently
pending trial. After an appeal was brought against the decision on inadmissibility, the case records
were sent to the Superior Court of Justice (STJ), and they are pending trial.

Possibility of loss

Possible

Analysis of impact in case


of loss

Order to pay property damages, which amount shall be arbitrated in liquidation by determination.

Provisioned amount

No amount has been provisioned.

II.3 BVRJ
II.3.1)
Case No. 0126206-81.2005.8.19.0001 (20050011280485)
Court of origin
7 th business court of the judicial district of Rio de Janeiro State of Rio de Janeiro
Instance

First instance

Filing date

October 14, 2005

Litigating parties

Plaintiff: Estate of Marco Antnio da Silva Abreu.


Defendant: BVRJ

Amounts, assets, rights at


risk

Reimbursement for the shares supposedly traded by means of the Brokerage Firm Tamoyo, and which
have not been found in the Plaintiff`s account at the CLC (BVRJ) and proceeds distributed in the
period.

Purpose and
main related
developments

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

Possibility of loss

Possible

Analysis of impact in case

Any decision for the Plaintiff would require disbursement of the amount equivalent to the delivery of

22

Reference Form 2016 BM&FBOVESPA S.A. - Bolsa de Valores, Mercadorias e Futuros (BVMF3)
of loss

1,463,658 common shares of Banco.do.Brasil and 13,651 preferred shares of Petrobras, plus payment
of the proceeds distributed in the period, adjusted for inflation, plus statutory interest.

Provisioned amount

No amount has been provisioned.

III.

Labor law cases

Civil Investigation No. 04300.2012.02.000/2


Investigating authority
Labor Regional Attorneys Office of the 2 nd Region
Instance

First instance

Filing date

September 20, 2012

Parties to the case

Plaintiff: Labor Prosecutor`s Office.


Defendant: BM&FBOVESPA

Amounts, assets, rights at


risk

Not applicable.

Main facts

The Labor Prosecutor`s Office instituted this civil investigation following an inspection by the Ministry
of Labor and Employment, which raised concerns over alleged irregularities in the working hours of
the employees. In this respect, the company was required to explain the extensio n of the regular
working hours beyond the statutory limit, the failure to grant the minimum period of eleven
consecutive hours between working days and at least one-hour rest or meal periods during a working
day; with shorter periods set with regard to interns. BM&FBOVESPA presented the reasons for which
it believes that the civil investigation should not continue, since the situations seen by the inspection
were sporadic and originated from exceptional situations, and which required prompt actions by the
professionals involved. In addition, BM&FBOVESPA complies with the labor laws and also continues
seeking mechanisms to increase the quality of life of its employees. On December 2, 2015
BM&FBOVESPA presented a pronouncement on the expert report prepared in the case. The case is
currently pending a decision of the Attorney General in charge of the investigation.

Possibility of loss

Possible

Analysis of impact in case


of loss

Signature of a Consent Decree with the Labor Prosecutor`s Office for compliance with the labor law
or filing of public civil action against the Company.

Provisioned amount

None.

4.3.1 Indicate the provision amount for, if any, the lawsuits described in item 4.3.
On December 31, 2015, the amount provided by the Company, including its controlled, for the lawsuits described in this item 4.3.
was R$44,501 thousand. On November 1, 2016, the Company released a material fact communicating the change in the risk
assessment of item II.2.1 above, and its consequent provisioning in the amount of R$ 183,935 thousand, which will be reflected
in the financial statements as of September 30, 2016.
(i) Civil law cases
The total provision amount of the processes described in item 4.3 corresponds to R$183,935 thousand.
(ii) Tax cases
The total provision amount for the tax cases described in item 4.3. is R$44,501 thousands, which is fully deposited.
(iii) Labor law cases
The Company did not identify any provision for labor law cases described at item 4.3.
(iv) Administrative and arbitration proceedings
The Company did not identify any provision for administrative and arbitration proceedings described at item 4.3.
4.4
Non-confidential lawsuits, administrative or arbitration proceedings against managers, former
managers, controlling shareholders, former controlling shareholders or investors.
As of the date of this Reference Form there were no non-confidential lawsuits, administrative or arbitration proceedings to which
the Company or its controlled companies were a party, against managers, former managers, controlling shareholders or former
controlling shareholders or investors of the Company or of its controlled companies.
4.4.1 Indicate the provision amount for, if any, the lawsuits described in item 4.4.
Considering that there were no lawsuits and/or proceedings to be reported in item 4.4, there was no provision amount to be
mentioned in this item.

23

Reference Form 2016 BM&FBOVESPA S.A. - Bolsa de Valores, Mercadorias e Futuros (BVMF3)

4.5

Material confidential proceedings.

Other than as disclosed and discussed above, as of the date of this Reference Form there are no material proceedings protected
by absolute privilege to which either the Company or any of its controlled companies is a party.
4.6

Non-confidential lawsuits, administrative or arbitration proceedings collectively material.

I.

Labor Cases

As of December 31, 2015, our Company and subsidiaries were parties to 231 labor claims, divided into two main groups:
I Claims brought by former employees of the Company and of controlled companies. These refer to 118 lawsuits
(51.08% of the total) involving claims for the payment of salary differences resulting, among others, from overtime, equal
pay and premium for unhealthy work. In this group, 48 claims, involving R$22,383 thousand, have been assessed as
probable loss, whereas 39 claims, involving R$52,692 thousand, have been assessed as possible loss. A total of 31 cases
have been assessed as entailing remote possibility of loss.
Contingent liabilities
Number of
under claims assessed as
claims assessed
probable loss (in thousands
as a
of R$)
possible loss
46
22,329
38
2
54
0

Number of
claims assessed
as probable loss

Party
Company
BVRJ
Banco BM&FBOVESPA
TOTAL

Contingent liabilities
under claims assessed as
possible loss (in thousands
of R$)
45,437
0

01

7,255

48

22,383

39

52,692

II Third-party claims (other than former employees of the Company and its controlled companies). These refer
to 113 lawsuits (48.92% of the total) seeking to have the Company or a controlled company held jointly and/or secondarily
liable on grounds that Precedent 331 of the Superior Labor Court (TST) is applicable. From this total, we note:
a) 21 lawsuits, where 19 have been brought against a number of brokerage firms and us by former pit traders that used to
work on the exchange floor and 02 lawsuits brought by the Capital Market Workers Union ( Sindicato dos Trabalhadores
em Mercados de Capitais) arguing that our former trading floor posed an environmental health hazard for traders and other
workers, who thus should have been compensated in the form of additional premiums for unhealthy work. The decisions
thus far issued by the courts upheld our arguments, having overruled the plaintiffs allegations, setting aside the notion
that we hold secondary liability in the litigated issues, because (i) the plaintiffs true employers were the brokerage firms
for which they worked, and the allegation of indirect employment by us is groundless, including as to cases where
premiums for unhealthy work are claimed; and (ii) the exchange floor has long been shut down, so that objective expert
evidence can no longer be obtained and the courts have refused to consider evidence possibly given in older cases. Thus,
the Company classifies the possibility of loss in these cases as remote, except for two cases, one involving R$57 thousand
in which the Company been found jointly and severally liable with the brokerage company, in which the risk of loss is
deemed probable, and the other involving R$84 thousand, which is in the initial phase, and the risk of loss of which is
deemed possible.
b) 70 lawsuits have been brought especially by former employees of outsourced providers of cleaning. and security and
maintenance services of the Company, who claim differences in severance payments received from their former
employers. Therefore, in 35 lawsuits, involving R$2,294 thousand, the possibility of loss of the Company is deemed
probable; in 19 lawsuits, involving R$1,818 thousand, the possibility of loss of the Company and its controlled companies
is deemed possible; and in 16 lawsuits the risk of loss of the Company is deemed remote.

Involved
Party

Number of claims
assessed as
probable loss

Contingent liabilities
under claims assessed as
probable loss (in R$

thousands)

Number of claims
assessed as
possible loss

Contingent liabilities under


claims assessed as possible
loss (in R$ thousands)

Company

35

2,294

19

1,818

TOTAL

35

2,294

19

1,818

c) 22 lawsuits have been brought by former employees of outsourced providers of IT services. The possibility of loss in 15
of these claims, involving R$8,034 thousand, have been assessed as probable; in 2 claims, involving R$217 thousand,
have been assessed as possible, and in 5 lawsuits the possibility of loss of the Company is deemed remote.

Party
Company
TOTAL

Number of claims
assessed as
probable loss

Contingent liabilities
under claims assessed as
probable loss (in R$

thousands)

15

8,034

15

8,034

24

Number of claims
assessed as
possible loss

Contingent liabilities under


claims assessed as possible
loss (in R$ thousands)

02

217

02

217

Reference Form 2016 BM&FBOVESPA S.A. - Bolsa de Valores, Mercadorias e Futuros (BVMF3)

d) The Company provisions in the accounting records the amount in controversy of the actions in which its possibility of loss
is assessed as probable. For this reason, the Company understands that these labor claims entail no material risk to our
business.

II.

Tax Cases

There are no lawsuits, administrative or arbitration proceedings consisting of repetitive or connected cases of a tax nature,
whether or not protected by absolute privilege, whose outcome (taken collectively) could materially affect us or any of our
subsidiaries.

III.

Civil Law Cases

(III.1)
Repetitive Cases I

Plaintiffs; courts and


case numbers

a) Ordinary Action No. 0244812-62.2008.8.26.0100 (former 583.2008.244812-9), of the 37th Civil Court of the
Central Courthouse, currently in the Appeal phase (AC No. 0244812-62.2008.8.26.0100) Plaintiff: Antonio
Carlos Rago Cano;
b) Ordinary Action No. 583.00.2008.125496-6, of the 16th Civil Court of the Central Courthouse, currently in the
Appeal phase (AC No. 0125496-55.2008.8.26.0100) Plaintiff: Paulo Roberto Ferreira de Sena;
c) Ordinary Action No. 9204350-79.2009.8.26.0000 (former 583.00.2008.125498-1) of the 24th Civil Court of the
Central Courthouse, currently in the Appeal phase (AC No. 9204350-79.2009.8.26.0000) Plaintiff: Jurandir
Pinheiro de Castro;
d) Ordinary Action No. 583.00.2008.125499-4 of the 12th Civil Court of the Central Courthouse, currently in the
Appeal phase (AC No. 9138494-71.2009.8.26.0000) Plaintiff: Walter Silva Jnior;
e) Ordinary Action No. 0136416-88.2008.8.26.0100 (former 583.00.2008.136416-9) of the 2nd Civil Court of the
Central Courthouse, currently in the Appeal phase (AC No. 0136416-88.2008.26.0100) Plaintiff: Egemp Gesto
Patrimonial Ltda.;
f) Ordinary Action No. 583.00.2008.129505-7 of the 9th Civil Court of the Central Courthouse, currently in the
Appeal phase (AC No. 9000043-91.2008.8.26.0100) Plaintiff: Reginaldo Goncales da Silva;
g) Ordinary Action No. 0130365-61.2008.8.26.0100 (former 583.00.2008.130365-7) of the 8th Civil Court of the
Central Courthouse, currently in the Appeal phase (AC No. 0130365-61.2008.8.26.0100) Plaintiff: Solidez
Corretora de Cmbio, Ttulos e Valores Mobilirios Ltda.;
h) Ordinary Action No. 0125495-70.2008.8.26.0100 (former 583.00.2008.125495-3) of the 9th Civil Court of the
Central Courthouse, currently in the Appeal phase (AC No. 0125495-70.2008.8.26.0100) Plaintiff: Roberto
Magalhes Duprat;
i) Ordinary Action No. 0129506-45.2008.8.26.0100 (former 583.00.2008.129506-0) of the 40th Civil Court of the
Central Courthouse, currently in the Appeal phase (AC No. 0129506-45.2008.8.26.0100) Plaintiff: Jair do
Nascimento;
j) Ordinary Action No. 0130362-09.2008.8.26.0100 (former 583.00.2008.130362-9) of the 9th Civil Court of the
Central Courthouse, currently in the Special Appeal phase (Resp No. 1.328.897/SP) Plaintiff: Aureum Corretora;
l) Ordinary Action No. 0101785-84.2009.8.26.0100 (former 583.00.2009.101785-7) of the 39th Civil Court of the
Central Courthouse, currently in the Appeal phase (AC No. 0101785-84.2009.8.26.0100) Plaintiff: Banex
Distribuidora de Ttulos e Valores Mobilirios;
m) Ordinary Action No. 0243345-48.2008.8.26.0100 (former 583.00.2008.243345-0) of the 1st Civil Court of the
Central Courthouse, currently in the Appeal phase (AC No. 0243345-48.2008.8.26.0100) Plaintiff: Carmine
Enrique Filho;
n) Ordinary Action No. 583.00.2009.197829-0 of the 12th Civil Court of the Central Courthouse, currently in the
Appeal phase (AC No. 0197829-68.2009.8.26.0100) Plaintiff: Future Premium;
o) Ordinary Action No. 583.00.2008.212130-9 of the 14th Civil Court of the Central Courthouse Plaintiff:
Granleo Comrcio e Indstria de Sementes Oleagiosas e Derivados;
p) Ordinary Action No. 0197372-36.2009.8.26.0100 (former 583.00.2009.197372-7) of the 9th Civil Court of the
Central Courthouse, currently in the Appeal phase (AC No. 0197372-36.2009.8.26.0100) Plaintiff: Mario Cesar
Nassif da Fonseca;
q) Ordinary Action No. 0243341-11.2008.8.26.0100 (former 583.00.2008.243341-9) of the 37th Civil Court of
the Central Courthouse, currently in the Special Appeal phase (Resp No. 1.431.790/SP) Plaintiff: Renato
Enrique;
r) Ordinary Action No. 0212131-39.2008.8.26.0100 (former 583.00.2008.212131-1) of the 10th Civil Court of the
Central Courthouse, currently in the Appeal phase (AC No. 0212131-39.2008.8.26.0100) Plaintiff: Shan Ban
Chun;
s) Ordinary Action No. 0184184-39.2010.8.26.0100 (former 583.00.2010.184184-2) of the 15th Civil Court of the
Central Courthouse Plaintiff: Flavio Barreto Moreira;
t) Ordinary Action No. 0184065-78.2010.8.26.0100 (former 583.00.2010.184065-3) of the 39th Civil Court of the
Central Courthouse, currently in the Appeal phase (AC No. 0184065-78.2010.8.26.0100) Plaintiff: Jos Carlos
Citti de Paula;
u) Ordinary Action No. 0184083-02.2010.8.26.0100 (former 583.00.2010.184083-5) of the 8th Civil Court of the
Central Courthouse, currently in the Appeal phase (AC No. 0184083-02.2010.8.26.0100) Plaintiff: Ricardo
Lombardi de Barros;

25

Reference Form 2016 BM&FBOVESPA S.A. - Bolsa de Valores, Mercadorias e Futuros (BVMF3)
v) Ordinary Action No. 0197368-96.2009.8.26.0100 (former 583.00.2009.197368-0) of the 34th Civil Court of the
Central Courthouse Plaintiff: Ernesto Matalon;
w) Ordinary Action No. 0184070-03.2010.8.26.0100 (former 583.00.2010.184070-3) of the 29th Civil Court of
the Central Courthouse, currently in the Appeal phase (AC No. 0184070-03.2010.8.26.0100) Plaintiff: Alexandre
de Freitas Nuzzi;
x) Ordinary Action No. 0184078-77.2010.8.26.0100 (former 583.00.2010.184078-5) of the 6th Civil Court of the
Central Courthouse Plaintiff: Rogrio Sandes Cardoso;
y) Ordinary Action No. 0183812-90.2010.8.26.0100 (former 583.00.2010.183812-8) of the 31st Civil Court of the
Central Courthouse, currently in the Appeal phase (AC No. 0183812-90.2010.8.26.0100) Plaintiff: Target
Consultoria Financeira;
z) Ordinary Action No. 0184197-38.2010.8.26.0100 (former 583.00.2010.184197-7) of the 5th Civil Court of the
Central Courthouse, currently in the Appeal phase (AC No. 0184197-38.2010.8.26.0100) Plaintiff: Vagner
Blantes;
aa) Ordinary Action No. 0183536-59.2010.8.26.0100 (former 583.00.2010.183536-2) of the 31st Civil Court of
the Central Courthouse, currently in the Appeal phase (AC No. 0183536-59.2010.8.26.0100) Plaintiff: Edson
Carreti;
ab) Ordinary Action No. 0182475-66.2010.8.26.0100 (former 583.00.2010.182475-4) of the 36th Civil Court of
the Central Courthouse, currently in the Appeal phase (AC No. 0182475-66.2010.8.26.0100) Plaintiff: Treviso
Corretora.
ac) Ordinary Action No. 0003437-55.2014.8.26.0100, of the 12th Civil Court of the Central Courthouse (former
No. 0019539-14.2010.4.03.6100, of the 2nd Civil Court of the Federal Justice, Judiciary Section of So Paulo)
Plaintiff: Esboriol Participaes e Empreendimentos Ltda.
ad) Ordinary Action No. 0151231-90.2008.8.26.0100 (former 583.00.2008.151231-9) of the 19th Civil Court of
the Central Courthouse, currently in the Appeal phase (AC No. 0317709-63.2009.8.26.0000) Plaintiffs: Carlos
Eduardo Chamma Lutfalla et al.
Defendant

BM&FBOVESPA and BM&F Association (both of them or only BM&FBOVESPA, as the case may be).

Involved amounts

The lawsuits involve the ownership rights in membership certificates of the then BM&F (civil association),
and corresponding conversion into shares issued by the then BM&F S.A., currently BM&FBOVESPA. The
financial value of any award shall be determined by calculation in liquidation of the award.

Main facts

These are ordinary actions in which the Plaintiffs sustain irregularities have occurred in the 52 nd Special
Shareholders Meeting (AGE), held to approve the demutualization and spin-off of the BM&F, civil
association. The Plaintiffs also object to the valuation of their membership certificates and the
corresponding conversion into shares, which have not taken into account ea rnings retained since 1994.
The plaintiffs claimed a preliminary injunction for annulment of the AGE or, alternatively/on a subsidiary
basis, nullity of the decision that approved the new value of the membership certificates , ordering the
Defendants to refund losses supposedly incurred by the Plaintiffs in view of the lack of participation in the
adjustments of the membership certificates originating from the last special balance sheet. The preliminary
injunctions have been denied by the lower or higher courts, which has not prevented regular conduction
of the AGE, on September 20, 2007. The Defendants have answered all actions, sustaining preliminary
arguments of lack of interest in the suit and the legal impossibility of the claim and, in the merits, t hey
have claimed the invalidity of the claims, in addition to offering appropriate arguments concerning the
peculiarities of each case. Except for the lawsuits filed by Flavio Barreto Moreira and Rogrio Sandes
Cardoso (items s and x above, respectively), lower court decisions have been issued for all other cases,
always denying the claim or dismissing the case without prejudice. Every one of these decisions has been
appealed. Higher court decisions are still pending in connection with the appeals filed by Jurandir Pinheiro
de Castro (item c above), Egemp Gesto (item e above), Granleo (item o), Ernesto Matalon (item v)
and Edson Carreti (item aa above). The appellate court held that the appeal brought by Banex
Distribuidora (item l above) became moot, in a decision that has not been published so far. In all other
cases, the Court of Appeals denied the Appeals The following plaintiffs have already appealed these
judgments to the Higher Courts: i) Antonio Carlos Rago Cano (item a above): Special Appeal, already
challenged, was not entertained, and the court is awaiting the filing of appeals, if any; ii) Paulo Roberto Ferreira
de Sena (item b above): Special Appeal, already answered by Bolsa, the entertainment of which has been
denied. Against this decision, the Plaintiff filed the corresponding Appeal, which was denied by the STJ, in a
decision that became final and unappealable; iii) Walter Silva Junior (item d above): Special Appeal, already
answered by Bolsa, the entertainment of which has been denied. Against this decision, the Plaintiff filed the
corresponding Appeal, which has not been tried so far; iv) Reginaldo Goncales da Silva (item f above): Special
Appeal, which was challenged by BM&FBOVESPA, and which was not entertained, and the court is awaiting the
filing of appeals, if any; v) Solidez Corretora (item g above): Special Appeal, already answered by Bolsa, the
entertainment of which has been denied. An appeal was filed against this decision, which was not entertained
by the STJ. An extraordinary appeal was filed against this decision, which was not entertained. An interlocutory
appeal to the same court was filed against this decision, and it was denied by the Special Court of the STJ.
Currently pending notification of this decision for the filing of any appeals; vi) Roberto Duprat (item h above):
Special Appeal, already answered by Bolsa, the entertainment of which has been denied, and the court is awaiting
the filing of appeals, if any; vii) Aureum Corretora (item j above): Special Appeal, admitted but not entertained
by the STJ, in a decision that became final and unappealable; viii) Carmine Enrique (item m above): Special
Appeal, already answered by Bolsa, the entertainment of which was denied, and the court is awaiting the filing
of appeals, if any; ix) Future Premium (item n above): Special Appeal, which was answered by BM&FBOVESPA,
and the entertainment of which was denied. An interlocutory appeal was brought against this decision, which
has yet to be processed; x) Mrio Nassif (item p above): Special Appeal, already answered by Bolsa, the
entertainment of which has been denied. Against this decision, the Plaintiff brought an interlocutory appeal,
which has also not been entertained by the STJ. Against this decision, the Plaintiff brought an interlocutory
appeal to the same appellate court, which is pending trial; xi) Renato Enrique (item q above): Special Appeal,

26

Reference Form 2016 BM&FBOVESPA S.A. - Bolsa de Valores, Mercadorias e Futuros (BVMF3)
entertained, awaiting judgment; xii) Shan Ban Chum (item r above): Special Appeal, already answered by Bolsa,
the entertainment of which has been denied. An interlocutory appeal was brought against this decision, which
has yet to be processed; xiii) Jos Carlos Citti de Paula (item t above): Special Appeal, already answered by
Bolsa, the entertainment of which has been denied. The Plaintiff Appealed against this decision, which is pending
trial in the Superior Court of Justice; xiv) Ricardo Lombardi (item u above): Special Appeal, already answered
by Bolsa, the entertainment of which has been denied. The Plaintiff brought an interlocutory appeal against this
decision, which was also not entertained by the STJ. The Plaintiff has then filed an interlocutory appeal to the
same appellate court, which was denied by a decision that has become final and unappealable; xv) Alexandre
Freitas Nuzzi (item u): special appeal already answered by BM&FBOVESPA, which has not been entertained. An
interlocutory appeal to the same appellate court was filed against this decision and challenged by BM&FBOVESPA,
and it is currently awaiting processing; xvi) Target Consultoria (item y above): Special and Extraordinary Appeal,
already answered by Bolsa, the entertainment of which has been denied. The Plaintiff Appealed from these
decisions, but the appeals have not been tried so far; xvii) Treviso Corretora (item ab above): Special Appeal,
already answered by Bolsa, the entertainment of which has been denied. The Plaintiff Appealed against this
decision and the appeal is currently pending trial; xviii) Carlos Eduardo Chamma Luftalla et al. (item ad above):
Special and Extraordinary Appeals already answered by Bolsa, the entertainment of which has been denied. The
respective interlocutory appeals have been filed against this decision, which have been answered by
BM&FBOVESPA, but not tried yet; xix) Vagner Blantes (item z): Special appeal, answered by BM&FBOVESPA,
which was not entertained, and the respective appeal to the same appellate court has been fled. After challenge
by BM&FBOVESPA, the appeal is pending trial; xx) Esboriol Participaes e Empreendimentos Ltda. (item ac):
Special appeal, answered by BM&FBOVESPA, which has not been entertained, and which currently awaits the
filing of any appeal against this decision. In the claim presented by Jair do Nascimento (item i above), the
appellate decision that denied the appeal has not been appealed, and it has become final and unappealable.
Practice originating
the contingency

Supposed irregularities related to the 52 nd Special Shareholders Meeting of the then BM&F (civil association),
the agenda of which was to approve the demutualization and spin-off of BM&F, civil association, as well as
the value of the membership certificates and corresponding conversion into shares issued by the then BM&F
S.A., current BM&FBOVESPA.

Possibility of loss

Remote

Analysis of impact in
case of loss

In view of the current context, the Company understands that any adverse award could only result in
compensation for losses and damage, since the claims for annulment can no longer be analyzed, in view of
the impossibility of returning to the status quo ante. Considering the multiple assessment factors, the
Company further understands that in the remote event of loss, the indemnified amount shall be established
by a court order fixing the parameters thereof, without which it is not possible to estimate any loss.

Provisioned amount

No amount has been provisioned.

(III.2)
Repetitive Cases II

Plaintiffs, courts and


case numbers

a) Ordinary Action No. 0155287-69.2008.8.26.0100 (former 583.00.2008.155287-5) of the 32nd Civil Court of the
Central Courthouse, currently in the Appeal phase (AC n 9175270-70.2009.8.26.0000) Plaintiff: Lawrence Pih;
b) Ordinary Action No. 0155286-84.2008.8.26.0100 (former 583.00.2008.155286-2) of the 37th Civil Court of
the Central Courthouse, currently in the Appeal phase (AC n 0155286-84.2008.8.26.0100) Plaintiff: Andr
Arantes;
c) Ordinary Action No. 0113283-80.2009.8.26.0100 (former 583.00.2009.113283-6) of the 13th Civil Court of the
Central Courthouse, currently in the Appeal phase (AC n 0113283-80.2009.8.26.0100) Plaintiff: Claudio
Monteiro da Costa;
d) Ordinary Action No. 0113286-35.2009.8.26.0100 (former 583.00.2009.113286) of the 23rd Civil Court of the
Central Courthouse, currently in the Appeal phase (AC n 0113286-35.2009.8.26.0100) Plaintiff: Fernando
Alexandre Esboriol;
e) Ordinary Action No. 0113284-65.2009.8.26.0100 (former 583.00.2009.113284-9) of the 2nd Civil Court of the
Central Courthouse, currently in the Appeal phase (AC n 0113284-65.2009.8.26.0100) Plaintiff: Henrique S.
Filho;
f) Ordinary Action No. 0113285-50.2009.8.26.0100 (former 583.00.2009.113285-1) of the 42nd Civil Court of the
Central Courthouse, currently in the Appeal phase (AC n 9177337-08.2009.8.26.0000) Plaintiff: Seeich Abe;
g) Ordinary Action No. 0184100-38.2010.8.26.0100 (former 583.00.2010.184100-2) of the 18th Civil Court of
the Central Courthouse, currently in the Appeal phase (AC n 0184100-38.2010.8.26.0100) Plaintiff: Carlos
Eduardo Miranda Teixeira;
h) Ordinary Action No. 0184181-84.2010.8.26.0100 (former 583.00.2010.184181-4) of the 25th Civil Court of
the Central Courthouse, currently in the Appeal in Extraordinary Appeal phase Plaintiff: Celso Rodrigues;
i) Ordinary Action No. 0184093-46.2010.8.26.0100 (former 583.00.2010.184093-9) of the 12th Civil Court of the
Central Courthouse, currently in the Appeal phase (AC n 0184093-46.2010.8.26.0100) Plaintiff: Correta
Corretora;
j) Ordinary Action No. 0184183-54.2010.8.26.0100 (former 583.00.2010.184183-0) of the 38th Civil Court of the
Central Courthouse, currently in the Appeal phase (AC n 0184183-54.2010.8.26.0100) Plaintiff: Edilson Morais
Alencar;
l) Ordinary Action No. 0184182-69.2010.8.26.0100 (former 583.00.2010.184182-7) of the 10th Civil Court of the
Central Courthouse, currently in the Appeal phase (AC still not registered in the Court of Appeals) Plaintiff:
Fabio Causso Feola;

27

Reference Form 2016 BM&FBOVESPA S.A. - Bolsa de Valores, Mercadorias e Futuros (BVMF3)
m) Ordinary Action No. 0184076-10.2010.8.26.0100 (former 583.00.2010.184076-0) of the 27th Civil Court of
the Central Courthouse, currently in the Appeal phase (AC n 0184076-10.2010.8.26.0100) Plaintiff: Izael
Camillo dos Anjos;
n) Ordinary Action No. 0184060-56.2010.8.26.0100 (former 583.00.2010.184060-0) of the 27th Civil Court of
the Central Courthouse, currently in the Appeal phase (AC n 0184060-56.2010.8.26.0100) Plaintiff: Marcos
Bianco Bastos;
o) Ordinary Action No. 0184085-69.2010.8.26.0100 (former 583.00.2010.184085-0) of the 36th Civil Court of the
Central Courthouse, currently in the Appeal phase (AC n 0184085-69.2010.8.26.0100) Plaintiff: Roberto Allan
de Moraes Barros;
p) Ordinary Action No. 0184092-61.2010.8.26.0100 (former 583.00.2010.184092-6) of the 42nd Civil Court of
the Central Courthouse, currently in the Appeal phase (AC n 0184092-61.2010.8.26.0100) Plaintiff: Ronaldo
Caire;
q) Ordinary Action No. 0132917-28.2010.8.26.0100 (former 583.00.2010.132917-9) of the 7th Civil Court of the
Central Courthouse, currently in the Appeal phase (AC n 0132917-28.2010.8.26.0100) Plaintiff: Srgio Prado
Frigo;
r) Ordinary Action No. 0184067-48.2010.8.26.0100 (former 583.00.2010.184067-9) of the 28th Civil Court of the
Central Courthouse, currently in the Appeal phase (AC n 0184067-48.2010.8.26.0000) Plaintiff: Henrique
Bispo Pimentel;
s) Ordinary Action No. 0184068-33.2010.8.26.0100 (former 583.00.2010.184068-1) of the 36th Civil Court of the
Central Courthouse, currently in the Appeal phase (AC n 0184068-33.2010.8.26.0100) Plaintiff: Paulo Srgio
Albanezi;
t) Ordinary Action No. 0184196-53.2010.8.26.0100 (former 583.00.2010.184196-1) of the 11th Civil Court of the
Central Courthouse, currently in the Appeal phase (AC n 0184196-53.2010.8.26.0100) Plaintiff: Pedro Augusto
Spnola;
u) Ordinary Action No. 0184091-76.2010.8.26.0100 (former 583.00.2010.184091-3) of the 4th Civil Court of the
Central Courthouse, currently in the Appeal phase (AC n 0184091-76.2010.8.26.0100) Plaintiff: Ulisses Sandes
Cardoso;
v) Ordinary Action No. 0175422-97.2011.8.26.0100 (former 583.00.2011.175422-6) of the 39th Civil Court of the
Central Courthouse, currently in the Appeal phase (AC n 0175422-97.2011.8.26.0100) Plaintiff: BVL Corretora;
w) Ordinary Action No. 0116425-24.2011.8.26.0100 (former 583.00.2011.116425-1), of the 30th Civil Court of
the Central Courthouse Plaintiff: Roberto Cordeiro Simes;
x) Ordinary Action No. 0126956-72.2011.8.26.0100 (former 583.00.2011.126956-4), of the 10th Civil Court of
the Central Courthouse, currently in the Appeal phase (AC n 0126956-72.2011.8.26.0100) Plaintiff: Robson
Rodrigo de Souza.
y) Ordinary Action No. 0019453-43.2010.4.03.6100 of the 12th Civil Court of the Federal Justice (Judiciary Section
of So Paulo) Plaintiff: Carlos Eduardo Rodrigues;
Defendant

BM&FBOVESPA and BM&F Association

Involved amounts

The lawsuits involve the membership certificates of the former So Paulo Commodities Exchange (Bolsa
de Mercadorias de So Paulo) - BMSP, and the equivalent number of shares issued by the then BM&F S.A.,
current BM&FBOVESPA (civil association). The financial value of any adverse judgment shall be determined
in liquidation of the award.

Main facts

These are actions brought against BM&FBOVESPA and the BM&F Association, whereby the plaintiffs seek
a court order declaring the ineffectiveness of a certain partial spin-off Protocol and Justification agreed
in September 2007 between the then BM&F (civil association) and the then BM&F S.A. The Plaintiffs sustain
that since they contemplate the termination of membership certificates in the then BM&F (civil association)
before the consolidation with BMSP had been completed, these provisions are allegedly incompatible with
the Memorandum of Understanding executed in 1991 between BMSP and the then BM&F (civil association).
Except for the lawsuits of plaintiffs Roberto Cordeiro Simes item w above) and Carlos Eduardo Rodrigues
(item y above), which are still pending trial, lower court decisions have been issued in all of the Actions,
either denying the claim or dismissing the case without prejudice. In each if these cases, the plaintiffs
appealed the decision. Only the appeal filed by Edilson Morais Alencar (item j above) is still pending
trial by the Court of Appeals. In the other cases, the Court of Appeals denied the Appeals, it being
understood that so far, the following Plaintiffs having appealed these judgments to the Higher Courts:
i) Andre Arantes (item b): Special Appeal answered and not entertained, currently pending filing of the applicable
appeals; ii) Cludio Monteiro da Costa (item c): Special Appeal answered and not entertained, currently pending
filing of the applicable appeals; iii) Fernando Esboriol (item d above): Special Appeal, already answered by
Bolsa, the entertainment of which has been denied. Against this decision, the Plaintiff has filed an interlocutory
appeal, and it has subsequently desisted from the appeal, it being understood that the adverse judgment is
already final and unappealable; iv) Henrique S. Filho (item e above): Special Appeal, already answered by Bolsa,
the entertainment of which has been denied. Against this decision, the Plaintiff filed the corresponding Appeal,
which has been answered by BM&FBOVESPA and which is currently pending trial in the STJ; v) Seeich Abe (item
f above): Special Appeal, already answered by Bolsa, the entertainment of which has been denied. Against this
decision, the Plaintiff has filed an interlocutory appeal, and it has subsequently desisted from the appeal, it being
understood that the adverse judgment is already final and unappealable; vi) Carlos Eduardo Miranda Teixeira
(item g above): Special and Extraordinary Appeals, the entertainment of which has been denied. Against this
decision, the Plaintiff has filed interlocutory appeals, already answered by BM&FBOVESPA, pending remittance
of the records to the higher courts; vii) Celso Rodrigues (item h above): Special and Extraordinary Appeals,
neither of which has been entertained. Against these decisions, the Plaintiff has already filed the corresponding
Appeals. The Appeal in Special Appeal has already been denied by the Superior Court of Justice, and against this
appellate decision, the Plaintiff filed Extraordinary Appeal, which has also not been entertained, pursuant to the

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Reference Form 2016 BM&FBOVESPA S.A. - Bolsa de Valores, Mercadorias e Futuros (BVMF3)
provisions of articles 543-A and 543-B of the Brazilian Code of Civil Procedure (CPC). The entertainment of the
former Appeal in Extraordinary Appeal, in turn, has been denied, and the adverse judgment has already become
final and unappealable; viii) Correta Corretora (item i above): Special Appeal, already answered by Bolsa, the
entertainment of which has been denied. Against this decision, the Plaintiff filed the corresponding Appeal, which
has already been answered by Bolsa, and denied by the Superior Court of Justice (STJ), it being understood that
the adverse judgment has already become final and unappealable; ix) Fabio Feola (item l above): Special
Appeal, already answered by Bolsa, the entertainment of which has been denied. An interlocutory appeal was
filed against this decision, and it is pending trial in the Superior Court of Justice (STJ); x) Izael Camillo dos Anjos
(item m above): Special Appeal, already answered by Bolsa, the entertainment of which has been denied. An
interlocutory appeal was filed against this decision, and it is pending trial in the Superior Court of Justice (STJ);
xi) Marco Bianco Bastos (item n): Special Appeal already answered by Bolsa, the entertainment of which has
been denied. An interlocutory appeal was filed against this decision, and it is pending trial in the Superior Court
of Justice (STJ); xii) Ronaldo Caire (item p above): Special and Extraordinary Appeal, already answered by
Bolsa, the entertainment of which has been denied. Against these decisions, the Plaintiff filed the respective
interlocutory appeals, which have been challenged by BM&FBOVESPA, and which are currently awaiting
remittance to the higher courts; xiii) Srgio Frigo (item q above): Special Appeal, already answered by Bolsa,
the entertainment of which has been denied. An interlocutory appeal was filed against this decision, and it is
pending trial in the Superior Court of Justice (STJ); xiv) Henrique Bispo Pimentel (item r above): Special Appeal,
already answered by Bolsa, the entertainment of which has been denied. An interlocutory appeal was filed
against this decision, and it is pending trial in the Superior Court of Justice (STJ); xv) Paulo Albanezi (item s
above): Special Appeal, already answered by Bolsa, the entertainment of which has been denied. An interlocutory
appeal was filed against this decision, and it is pending trial in the Superior Court of Justice (STJ); xvi) Ulisses
Sandes Cardoso (item u above): Special Appeal, which has already been answered by Bolsa, and the
entertainment of which has been denied. An interlocutory appeal was filed against this decision, and it is pending
challenging by BM&FBOVESPA; xvii) BVL Corretora (item v above): Special Appeal, already answered by Bolsa,
the entertainment of which has been denied. An interlocutory appeal was filed against this decision, and it is
pending trial in the Superior Court of Justice (STJ); xviii) Robson Rodrigo (item x above): Special and
Extraordinary Appeals, already answered by Bolsa, the entertainment of which has been denied. The Plaintiff
filed interlocutory appeals against these decisions, it being understood that the appeal filed against the decision
that denied entertainment of the special appeal has not been entertained by a decision that has become final
and unappealable, and the case records have been sent to the Federal Supreme Court (STF) for analysis of the
appeal against the decision that denied entertainment of the extraordinary appeal. A motion for clarification was
filed against the appellate decision that denied the appeal filed by Lawrence Pih (item a), which motion for
clarification has not been analyzed so far. Finally, the appellate decisions that denied the appeals brought by
Roberto Allan de Moraes Barros (item o) and Pedro Augusto Spnola (item t) Have not been the subject matter
of special or extraordinary appeals, and they have therefore become final and unappealable.
Practice originating
the contingency

Supposed irregularities in the partial spin-off Protocol and Justification agreed in September 2007
between the then BM&F (civil association) and the then BM&F S.A., which, due to the fact that it
contemplates cancellation of the membership certificates in the then BM&F (civil association) before
implementation of the consolidation thereof with BMSP, is allegedly inconsistent with the Memorandum of
Understanding agreed in 1991 between BMSP and the then BM&F (civil association).

Possibility of loss

Remote

Analysis of impact in
case of loss

Shares (or the market value thereof) equivalent to those granted to the former owners of membership
certificates in the then BM&F (civil association).

Provisioned amount

No amount has been provisioned.

(III.3)
Repetitive Cases III

Plaintiffs, courts and


case numbers

a) Ordinary Action Case Record No. 0184098-68.2010.8.26.0100 (former case No. 583.00.2010.1840982) 7 th Lower Civil Court of the Central Courthouse of So Paulo, currently at the appellate stage Civil
Appeal No. 0184098-68.2010.8.26.0100 Plaintiff: Henrique Bispo Pimentel;
b) Ordinary Action Case Record No. 0184069-18.2010.8.26.0100 (former case No.583.00.2010.184069-4)
1st Lower Civil Court of the Central Courthouse of So Paulo, currently at the appellate stage (Civil
Appeal No. 0184069-18.2010.8.26.0100) Plaintiff: Marcos Bianco Bastos;
c) Ordinary Action Case Record No. 0184096-98.2010.8.26.0100 (former case No.583.00.2010.1840967) 2 nd Lower Civil Court of the Central Courthouse of So Paulo, currently at the appellate stage Civil
Appeal No. 0184096-98.2010.8.26.0100 Plaintiff: Seeiche Abe.
d) Ordinary Action Case Record No. 0184097-83.2010.8.26.0100 (former case No.583.00.2010.184097-1)
3rd Lower Civil Court of the Central Courthouse of So Paulo, currently at the appellate stage Civil
Appeal No. 0184097-83.2010.8.26.0100 Plaintiff: Srgio Carnelosso.

Defendant

BM&FBOVESPA and BM&F Association.

Involved Amounts

The lawsuits involve the adjusted value of acquisition of the membership certificate to operate as special
agricultural commodities trader or 10% of the value attributable to membership certificates issued to
special traders Of the then BM&F (civil association). The financial value in the event of loss shall be
determined in liquidation of the award.

Main facts

These are actions against BM&FBOVESPA and Association BM&F against cancellation of the non-property

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membership certificates of Special Agricultural Commodities Traders of the former BM&F at the time of
demutualization of BM&F, on the allegation that such cancellation could not have occurred without its
consent and/or corresponding indemnification. Therefore, they seek to annul the cancellation decision or, in
the alternative, as a secondary plea, to have BM&FBOVESPA and Association BM&F held liable for paying
damages. These actions were filed in September 2010 and the amount in controversy thereof was defined as
R$50,000.00. In all these cases, lower court decisions have denied the claims, and were appealed. The appeals
have also been denied. Against the appellate decisions that denied their Appeals, the Plaintiffs filed a Special
Appeal, it being understood that: a) the Special Appeal filed by Henrique Bispo Pimentel, which has been duly
answered by Bolsa, has not been entertained. An interlocutory appeal has been filed against this decision, and
it has also been denied by the STJ, it being understood that the adverse judgment has become final and
unappealable; b) the Special Appeal filed by Marcos Bianco Bastos, which has been duly answered by Bolsa,
has not been entertained. An interlocutory appeal has been filed against this decision, and its currently being
challenged by BM&FBOVESPA; c) the Special Appeal filed by Seeich Abe has not been entertained. The Plaintiff
filed an interlocutory appeal against this decision, and it has subsequently desisted from the appeal. Currently
waiting for the judgment that denied the claims to become final and unappealable; d) the Special Appeal filed
by Sergio Carnelosso, which has been duly answered by Bolsa, has not been entertained, which resulted in
the filing of a subsequent Appeal, which has been denied by the STJ. The Plaintiff has then filed an
extraordinary appeal against this decision, which has not been entertained. The Plaintiff brought an
interlocutory appeal, which has been denied. Currently waiting for the judgment that denied the claims to
become final and unappealable.
Practice originating
the contingency

Cancellation of BM&F membership certificates to operate as special agricultural commodities trader of


BM&F, as a result of the demutualization and new corporate/operating structure of the entity, which
rendered the need to hold these certificates obsolete.

Possibility of loss

Remote

Analysis of impact in
case of loss

Award for damages of the adjusted value for purchase of special agricultural commodities trader
membership certificates or, in the alternative, damages equivalent to 10% of the value attributable to
membership certificates issued BM&F special traders.

Provisioned amount

No amount has been provisioned.

4.6.1 Indicate the provision amount for, if any, the lawsuits described in item 4.6.
On December 31, 2015, the total provision amount provided by the Company, including its subsidiaries, for the lawsuits described
in this item 4.6 was R$32,711 thousands, allocated as follow:
(i) Civil law cases
The Company did not identify any provision for civil law cases described in item 4.6.
(ii) Tax cases
The Company did not identify any provision for tax cases described in item 4.6.
(iii) Labor law cases
The total provision amount for the labor law cases described in item 4.6. was R$32,711 thousands, which is fully deposited.
(iv) Administrative and arbitration proceedings
The Company did not identify any provision for administrative and arbitration proceedings described at item 4.6.
4.7

Other material contingencies

Other than the legal or administrative proceedings discussed under subsections 4.3 and 4.6 above, as of the date of this Reference
Form neither the Company nor its subsidiaries had other material contingencies. In addition to the contingencies mentioned in
this item, the Company informs that there are other provision balances, as reported at Note 14 of its Financial Statements for the
year 2015.
4.8

Rules applying in the country of origin and in the country in which the securities are held in custody.

The Company has been duly organized under the laws of Brazil, and its securities are listed on the stock exchange in its country
of origin. Therefore, this item does not apply to the Company.

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Reference Form 2016 BM&FBOVESPA S.A. - Bolsa de Valores, Mercadorias e Futuros (BVMF3)

5. RISK MANAGEMENT AND INTERNAL CONTROLS POLICY


5.1 With regard to the risks mentioned in section 4.1, inform:
a.

whether the issuer has a formalized risk management policy and, if so, indicate the body that
approved it and the date of the approval and, if not, the reasons why the issuer has not adopted
such a policy

The policies listed below comprise the framework for how BM&FBOVESPA conducts its risk management process. These policies
are subject to annual review and are submitted for approval by the Board of Directors, and published on the Companys website.
Corporate Risk Management Policy
Sets out the principles, guidelines and responsibilities to be followed in the risk management process at BM&FBOVESPA, so as to
identify, assess, deal with, monitor and notify operating, technology, market, liquidity, credit, image and socioenvironmental risks.
The latest version of this policy was approved by the Board of Directors of BM&FBOVESPA in May 2016.
Operating Risk Policy
Sets out how the risks inherent to the business activities are identified, assessed, dealt with, monitored and notified. The latest
version of this policy was approved by the Board of Directors of BM&FBOVESPA in May 2016.
Compliance Policy
Organizes the compliance function at BM&FBOVESPA, by means of guidelines, principles and responsibilities pertaining to how it
carries out its activities. Its purpose is also to ensure that compliance practices become widespread at all levels within the
Company, by illustrating the importance of being familiar with and carrying out the legal and regulatory stipulations for mitigating
risks. The latest version of this policy was approved by the Board of Directors of BM&FBOVESPA in May 2016.
Internal Controls Policy
Sets out the principles, guidelines and responsibilities to be followed to strengthen the internal control systems of BM&FBOVESPA
and the manner in which they operate, seeking to mitigate the risks in accordance with the complex nature of its business, in
addition to furthering a controls culture so as to ensure compliance with the laws, regulations and other rules established by the
regulatory bodies or by BM&FBOVESPA itself.
The latest version of this policy was approved by the Board of Directors of BM&FBOVESPA in May 2016.
Information Security Policy.
Sets out the concepts and guidelines for information security, so as to protect the information pertaining to the organization,
customers and the general public.
The latest version of this policy was approved by the Board of Directors of BM&FBOVESPA in May 2016.
Business Continuity Policy
Sets out the guidelines and responsibilities to be followed within the Business Continuity Management System of BM&FBOVESPA,
so as to ensure that the financial, operational, legal and regulatory impacts arising from the non-availability of resources human,
material and technology essential for its operations to function are kept to a minimum.
The latest version of this policy was approved by the Board of Directors of BM&FBOVESPA in May 2016.
b.
i.

the objectives and strategies of the risk management policy, as the case may be, including:

risks against which hedging is sought

Through its Internal Controls, Compliance and Corporate Risk Department, and in line with its Corporate Risk Management Policy,
the Company monitors the risks described in sections 4.1 and 4.2, where specifically in the case of currency exposure, it employs
the derivative instrument described in section 5.2.b.
ii.

hedging tools used for protection

The main instruments used by the Company for protection against the aforementioned risks consist primarily of a structured
process that identifies risks by using indicators to track the evolution and monitor the main risks affecting the Company.
Furthermore, the statutory and non-statutory governance structure meets periodically to analyze and assess the risks facing the
Company. These instruments are also used to define the manners in which risk mitigation is to be applied.
iii.

organizational corporate risk management structure

BM&FBOVESPA adopts four lines of defense as the governance model and basis for managing its risks, so that the roles of those
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Reference Form 2016 BM&FBOVESPA S.A. - Bolsa de Valores, Mercadorias e Futuros (BVMF3)

in charge of managing, overseeing and assessing the risks are clearly defined within the Companys structure, as follows:
- First line the business areas, as those primarily responsible for managing business risks and internal controls, so as to ensure
that the operational and strategic objectives are met;
- Second line the Internal Controls, Compliance and Corporate Risk Department that determines the directions and provide
assessments for internal controls, risks and compliance, providing support for the Companys business areas and management to
take decisions;
- Third line Internal Audit Board, which performs an independent assessment of the internal controls environment; and
- Fourth line the independent External Auditors that review the financial statements to ensure these are free of material
distortions and that they are prepared in accordance with an appropriate structure; and the regulatory supervisory bodies, notably
the Central Bank of Brazil and the Brazilian Securities Commission, which evaluate whether the Companys infrastructure is
sufficient for carrying out its systemic activities and complying with existing rules and regulations.
iv.

risk management structure for central counterparty activities

The Company, in relation to the risks of its operations central counterparty function, has a risk management model that is mainly
composed of five components: chain of responsibility, risk model, safeguard structure, intraday risk management and guarantees
management. To comply with this model, BM&FBOVESPA has a robust organizational structure composed of governance bodies
and specific technical functions, statutory and non-statutory areas, which among other functions, are responsible for defining
parameters and models to be adopted in the processes of identification, monitoring and treatment of counterparty risk, credit risk
and liquidity risk; and to monitor the evolution of intraday risks, carry out maintenance of the safeguard structure and operations
liquidation.
In this context, there is the implementation of the CORE system (Closeout Risk Evaluation), responsible for quantifying the
potential losses in the event of default of one or more participants and its impact on the safeguard structure. This system
estimates, jointly and consistently, market and liquidity risks associated with the foreclosure process (closeout) in a portfolio and
has been specially developed by BM&FBOVESPA in order to enable robust and efficient estimation of risk in multi-asset cameras
and multimarket. It should be noted that the model that supports the operation of CORE is periodically subject to independent
validation by BM&FBOVESPA governance areas of and by external bodies.
c.

suitability of the operating and internal controls structure for assessing the effectiveness of the
policy adopted

Specifically with regard to the second line of defense, the Internal Controls, Compliance and Corporate Risk Department is
responsible for evaluating the operating and internal controls structure of BM&FBOVESPA to ensure the effectiveness of the
policies described in section 5.1.a. This department is directly accountable to the Chief Executive Officer of BM&FBOVESPA, in
addition to reporting once a month to the Risks and Finance Committee of the Management Committee and, periodically, to the
Audit Committee, as to how the evolution of the Companys risks is being monitored. With regard to the third line of defense, the
Audit Department is responsible for monitoring the quality and integrity of the internal controls mechanisms of the Company and
its subsidiaries, submitting recommendations for improvements in policies, practices and procedures that it deems necessary.
Finally, the Audit Committee, responsible for evaluating the effectiveness and adequacy of internal controls and risk management
structure, considers that the procedures aimed at increasing the effectiveness of internal control processes and risk management
are adequate, as reported in the Financial Statements of December 31, 2015.
5.2 Description of the issuers market risk management policy
a.

whether the issuer has a formalized market risk management policy and, if so, indicate the body
that approved it and the date of the approval and, if not, the reasons why the issuer has not
adopted such a policy

Financial investment policy


BM&FBOVESPAs Financial Investment Policy allocates priority to low-risk alternatives whose overall performance is linked to the
Selic/CDI rates, so as to attain high liquidity and low credit risk. This leads to a significant portion of its portfolio being channeled
to Brazilian government securities, which are acquired directly via repo transactions supported by government bonds, as well as
through exclusive and open funds. Acquisitions or disposals of strategic investments, such as shares in the CME Group, the
Santiago Stock Exchange, the Mexican Stock Exchange and Colombia Stock Exchange, are individually assessed and only
undertaken in line with the strategic planning approved by the Board of Directors. The latest version of the financial investment
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Reference Form 2016 BM&FBOVESPA S.A. - Bolsa de Valores, Mercadorias e Futuros (BVMF3)

policy was approved by the Board of Directors of BM&FBOVESPA in February 2016.


b.

the objectives and strategies of the market risk management policy, as the case may be, including:
i.

market risks against which hedging is sought

The Company seeks to protect itself primarily against currency volatility risks, in addition to exposure to interest rates.
ii.

hedging strategy

In July 2010, we used the net proceeds from our US$612 million offering of senior unsecured notes due July 2020 to increase our
ownership interest in shares of the CME Group. From July 2010 to September 2015, we have designated as hedging instrument
that portion of the principal under the notes which correlates with changes in exchange rates in order to hedge the foreign
currency risk affecting that portion of our investment in the CME Group Inc. which is attributable to the offering notional amount
of US$612 million. In September 2015, due to the discontinuance of the net investment hedge (Note 7 (a) Financial Statement
for the year 2015), we entered into a cash flow hedge to protect a portion of the foreign exchange risk affecting the shares in
CME Group that remained under our ownership. For this purpose the hedging relationship has been formally designated and
documented, including as to (i) risk management objective and strategy for undertaking the hedge, (ii) category of hedge, (iii)
nature of the risk being hedged, (iv) identification of the hedged item, (v) identification of the hedging instrument, (vi) evidence
of the actual statistical relationship between hedging instrument and hedged item (retrospective effectiveness test) and (vii) a
prospective effectiveness test.
The cash flow hedge was cancelled in March 2016. In order to avoid exposure of the principal to foreign exchange risk, we
contracted a swap transaction in the amount of US$612 million, through which the foreign exchange exposure affecting the
principal of this debt was replaced with local interest rates (CDI).
iii.

hedging instruments

In order to protect the principal of our debt denominated in US dollars against exchange rate variations we enter into swap
transactions.
iv.

guidelines adopted in managing these risks

The Company uses the following parameters to manage market risk related to our financial investments:

Risk factor: the identification of risk factor exposures;

Risk nature: classification of risk factors for market risk nature (interest rates, share prices or exchange);

Exposure level: measurement of cumulative exposure by nature and risk factors;

Duration: measurement of the modified duration as a measure of sensitivity to financial instruments linked to interest;

Allocation limits: setting allocation limits for own and third party resources:
Third Party cash (collateral deposited in clearings): 100% allocation in financial investments with floating rates
and modified duration between 1 and 90 days;
BM&FBOVESPA Cash: allocation between 85 and 100% in financial investments with floating rates, and between
0 and 15% in financial investments with fixed rates, return linked to inflation or foreign exchange. The portfolio of
financial investments must have modified duration between 1 and 90 days.

v.

if the issuer trades in financial instruments other than to hedge risks, explain why

The BM&FBOVESPA carries out transactions with derivative instruments exclusively for hedging purposes its equity (hedge).
vi.

organizational market risk management and control structure

The board of directors is supported by the Audit and Risk and Finance Committees, which help them monitor market risks
and have the following attributions:

Audit Committee: To monitor and assess the quality of our internal and independent audit processes, to analyze the financial
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Reference Form 2016 BM&FBOVESPA S.A. - Bolsa de Valores, Mercadorias e Futuros (BVMF3)

statements of the Company and its subsidiaries, and to oversee the department responsible for preparing the fin ancial
statements, as well as other competencies set out in our bylaws and in current regulations. To assess the efficiency and
sufficiency of the internal controls and risk management structure, including legal, tax and labor risks. It is made up of si x
independent members, being two independent directors, of which one is an expert in finance, and four are external
members.

Risks and Finance Committee: To monitor and assess the market, liquidity, credit and systemic risks associated with the
markets we operate, with a strategic and structural focus, in addition to evaluating our financial position and capital structure.
The advisory committees referred to above and the board of directors are supported by the following company offices related
to market risk management control:

Internal Audit Office: Provides the board of directors, the audit committee and the executive board with independent, impartial

and timely evaluations of the effectiveness of our risk management and governance processes, in additio n to adapting our
internal controls and compliance with the rules and regulations associated with our operations and those of our subsidiaries.
The internal audit office reports functionally to the board of directors and the audit committee, while it is in cumbent on the
audit committee to periodically assess the performance of the audit officer, after listening to the opinions of executive boa rd.

Internal Controls, Compliance and Corporate Risk Office: Responsible for overseeing our internal controls, compliance and

corporate risk environment, in addition to monitoring the development and implementation of the action plans submitted by
the operations, support and information technology areas to mitigate the risks identified, for the p urpose of monitoring and
enhancing internal controls. This office reports directly to the CEO, providing information that supports the activities of our
audit and risks and finance committees.
c.

suitability of the operating structure and internal controls for assessment of the risk
management policy effectiveness

The Internal Controls, Compliance and Corporate Risk Department is responsible for evaluating the operating and internal controls
structure of BM&FBOVESPA to ensure the effectiveness of the policies described in section 5.2.a. This department is directly
accountable to the Chief Executive Officer of BM&FBOVESPA, in addition to reporting once a month to the Risks and Finance
Committee of the Management Committee and, periodically, to the Audit Committee, on how the evolution of the Companys risks
is being monitored. With regard to the third line of defense, the Audit Department is responsible for monitoring the quality and
integrity of the Companys and its subsidiaries internal controls mechanisms, submitting recommendations for improvements in
policies, practices and procedures that it deems necessary.
Finally, the Audit Committee, responsible for evaluating the effectiveness and adequacy of internal controls and risk management
structure, considers that the procedures aimed at increasing the effectiveness of internal control processes and risk management
are adequate, as reported in the Financial Statements of December 31, 2015.
5.3 Internal Controls
a.

the key internal control practices and the degree of efficiency of these controls, indicating any
flaws and the steps taken to correct them

The governance structure model of BM&FBOVESPA consists of the four lines of defense model:
- First line the business areas, as those primarily responsible for managing business risks and internal controls, so as to ensure
that the operational and strategic objectives are met;

- Second line the Internal Controls, Compliance and Corporate Risk Departments that determine the directions and provide
assessments for internal controls, risks and compliance, providing support for the Companys business areas and management to
take decisions;
- Third line Internal Audit Board, which performs an independent assessment of the internal controls environment; and
- Fourth line the independent External Auditors that review the financial statements to ensure these are free of material
distortions and that they are prepared in accordance with an appropriate structure; and the regulatory supervisory bodies, notably
the Central Bank of Brazil and the Brazilian Securities Commission, which evaluate whether the Companys infrastructure is
sufficient for carrying out its systemic activities and complying with existing rules and regulations.

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The continuous improvement of the corporate governance structure and the enhancement of the internal controls environment
are addressed as strategic objectives by BM&FBOVESPA and by its management, who continue to invest in human capital,
infrastructure and technology solutions so as to implement the best internal control practices at the Company. Among the ongoing improvement in the controls environment, worthy of mention are:
i.

Carrying out a compliance gap analysis to evaluate possible shortcomings in complying with the regulatory rules and
instructions issued by the Brazilian Securities Commission (CVM), the National Monetary Council (CMN) through the
guidelines issued by the Central Bank of Brazil (BCB) and foreign bodies to which the BM&FBOVESPA is subject;

ii. Assessment and constant monitoring of the risks facing the Company, with periodic reports to the Board of Directors
through the Risks and Finance Committee;
iii. Creation, by the Internal Controls (Control Assessment) team, of a continuous assessment program for the controls
environment;
iv. Implementation of an anti-fraud program designed to identify, assess and address possible risks of fraud and corruption
that may exist;
v. Review and treatment of the conflicting accesses to the SAP ERP used in the Companys financial management; and
vi. Implementation of the Compliance module of the Bwise system currently in use by the internal audit, risks and processes
and internal controls teams for managing governance-related activities.
BM&FBOVESPA also makes use of continuous operating processes that foster and perpetuate an appropriate controls environment,
such as: assistance in defining and monitoring the action plans created for dealing with risks and the points raised in (internal,
external and regulatory) audits; the Data Loss Prevention DLP process, which involves monitoring the technology border and
outgoing e-mails; continuous internal audit of the Companys critical processes; and the provision of corporate training sessions
covering issues involving how the Company carries on its business in an ethical, secure and responsible manner, such as: the
Code of Conduct, Anti-Money Laundering, Secure Information Protection Practices and Anti-Corruption, among others.
The tasks performed by the second, third and fourth lines of defense did not indicate shortcomings or recommendations
considered significant in the internal controls, with regard to the preparation of the Companys financial statements. This is also
the view of management, who believe there are no significant shortcomings in their internal controls involving the preparation of
the financial statements.

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Reference Form 2016 BM&FBOVESPA S.A. - Bolsa de Valores, Mercadorias e Futuros (BVMF3)

b.

the organizational structures involved

To summarize, the current governance structure of internal controls at BM&FBOVESPA can be represented in the following
manner:

The structure shown involves the following responsibilities:

Internal Controls, Compliance and Corporate Risk Office to assist the Board of Directors, the Audit Committee, the Risks and
Finance Committee and the Executive Board in assessing and monitoring the internal controls system, compliance with rules and
regulations and the risk profile of BM&FBOVESPA, in addition to handling the Companys business continuity processes.

Internal Audit Office to provide the Board of Directors, the Audit Committee and the Executive Board with independent, impartial
and timely assessments of the effectiveness of risk management, governance processes and the reliability of the financial
statements as well as compliance with rules and regulations.

Risks and Finance Committee to monitor and assess the risks inherent to the Companys business, with a strategic and structural
approach. It consists of four members, of whom at least two are independents.

Audit Committee to monitor and assess the quality of the performance of the internal audit department and the independent

auditors, in addition to evaluating the Companys financial statements and those of its two subsidiaries and overseeing the area
in charge of preparing them. It is also in charge of assessing the effectiveness and sufficiency of the internal controls and risk
management structure, covering legal, tax and labor law risks, as well as compliance with rules and regulations. It consists of six
independent members, including an advisor, a financial specialist and four external members.

Board of Directors to approve the budget, define and monitor business goals and strategies, elect officers and remove them

from office, in addition to overseeing the internal controls systems, principally with regard to risk management. It consists of
eleven members, of whom six are independent members.
c.

if and how the efficiency of the internal controls is monitored by the issuers management,
indicating the position of those in charge of this monitoring process

To ensure the independence of the Companys Internal Audit in carrying out its assessment activities, it reports functionally and
administratively to the Audit Committee, which is an Advisory Committee to the Board of Directors of BM&FBOVESPA. This means
that the Internal Audit work program, consisting of the schedule and the breakdown of the work for verifying and assessing the
controls environment carried out by the area during the year, is approved by the Audit Committee, whose remit also includes
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Reference Form 2016 BM&FBOVESPA S.A. - Bolsa de Valores, Mercadorias e Futuros (BVMF3)

analyzing and assessing the outcome of the work.


To ensure proper treatment of the risks, the points raised by the auditors, with moderate criticality (level 3 on a scale of 5) and
above, must have an associated action plan monitored by the internal controls team until it is implemented and subsequently
evaluated by the audit teams to ensure that the actions taken adequately addressed the shortcomings identified. These action
plans can be postponed or amended, with the consent of the senior management of BM&FBOVESPA. This also applies to the
approaches taken to address any points raised by the regulatory bodies and the external auditors.
The Internal Controls, Compliance and Corporate Risk Office reports administratively to the CEO of BM&FBOVESPA, and
functionally to the Risks and Finance Committee with regard to risk monitoring and assessment, where the emphasis is strategic
and structural, and to the Audit Committee, with regard to the evaluation of the effectiveness and suitability of the internal
controls and risk management structure, which covers legal, tax and labor risks, in addition to compliance with the rules and
regulations.
d.

shortcomings and recommendations about the internal controls shown in the comprehensive
report prepared and forwarded to the issuer by the independent auditor, pursuant to the
regulations issued by the CVM addressing the registration and performance of independent
auditor activities

The work carried out by the independent auditors did not indicate shortcomings or recommendations considered significant in the
internal controls, with regard to the preparation of the Companys financial statements. This is also the view of management, who
believe there are no significant shortcomings in their internal controls involving the preparation of the financial statements. It
should be stressed that BM&FBOVESPA continually invests in enhancing its systems and processes, which are also strictly
monitored, and seeks to address any recommendations that may be presented by its independent auditors and regulators so as
to mitigate risks and guarantee the integrity of the information provided to the market, especially that involving the accounting
statements.
e.

comments by management on the shortcomings highlighted in the comprehensive report prepared


by the independent auditors regarding the corrective measures put in place

Not applicable as described in section 5.3.d.


5.4 Comments on significant changes and expectations
With respect to the last business year, there was a perceived change in the Companys exposure to strategic and exogenous risks,
arising primarily from the deteriorating economic scenario and the proposed changes to the domestic and international regulatory
environment to which we are exposed. We expect to reduce our exposure to operational and endogenous risks which, when taken
together, are currently within the risk limits we have set.
Given the high volatility of the exchange rate observed, the Company entered into swap transactions, for the period of one year
renewable for the same period, amounting to US$612 million. The swap aims to hedge the principal of foreign debt issued in July
2010 in the form of senior unsecured notes (see item 10.1.f), replacing the foreign exchange exposure of the principal of the debt
with local interest rates (CDI).
5.5. - Provide other information the issuer considers relevant
There is no additional information on this issue, other than that already provided, that we consider material.

6. ISSUER HISTORY
6.1 / 6.2 / 6.4 - Incorporation; duration; CVM registration date.
Incorporation date: December 14, 2007 was the incorporation date of T.U.T.S.P.E. Empreendimentos e Participaes S.A., a
vehicle that gave rise to BM&FBOVESPA S.A., the Brazilian Securities, Commodities and Futures Exchange, resulting from the
integration of the businesses of the Brazilian Mercantile & Futures ExchangeBM&F S.A. and Bovespa Holding S.A. as approved
at their respective Extraordinary General Meetings of Shareholders of May 8, 2008.
Corporate type: A corporation.
Country of incorporation: Brazil
Duration: Our Company has been established for an indefinite period of time.
CVM registration date: On August 12, 2008, the Brazilian Securities Commission (CVM) registered BM&FBOVESPA as a public
37

Reference Form 2016 BM&FBOVESPA S.A. - Bolsa de Valores, Mercadorias e Futuros (BVMF3)

company. Our registration as a market operator was obtained on May 19, 2009, pursuant to a decision of the full Board of
Commissioners.
6.3. - Brief History of issuer

BM&F Segment
BM&Fs trajectory of success and unprecedented accomplishments started in January 1986. In the early 1990s, BM&F consolidated
as a major Latin American venue for the trading of derivatives and commodities.
In 2000, BM&F first implemented an electronic system for the trading of derivatives. On June 30, 2009, it closed its trading floor
to become a fully electronic market.
In addition, in the aftermath of the Brazilian governments initiative to remodel the Brazilian Payment System, in 2002 BM&F
established its own foreign exchange clearinghouse.
A demutualization process began in 2007 in preparation of a going public process. At the time, the members equity rights were
detached from the market access rights and ultimately converted into equity interest. In September 2007, General Atlantic LLC
and BM&F agreed an acquisition agreement whereby General Atlantic purchased a 10% interest in BM&F shares. One month
later, in October, BM&F and the CME Group agreed a partnership involving a cross-investment arrangement and the
interconnection of their telecommunications networks for adoption of two-way order routing systems so investors in both countries
could trade in each others products. The scope of this partnership was widened in February 2010, as discussed below under
BM&FBOVESPA History.
In November 30, 2007, BM&F shares started trading under ticker symbol BMEF3 on the Novo Mercado listing segment of the Sao
Paulo Stock Exchange (Bovespa). And since August 20, 2008, BMEF3 shares were converted at a 1:1 ratio to BM&FBOVESPA shares
under ticker symbol BVMF3.

Bovespa Segment
The history of Bovespa dates back to 1890 when Bolsa.Livre was created. Early in the 1960s, Bovespa became a mutualized nonprofit stock exchange, a situation that prevailed until the demutualization.
In the 1970s, the stock exchange implemented an automated system for the registration of trades. In addition, price quotes and
other market data regarding listed securities began to be promptly distributed via computer. And in the late 1970s Bovespa
pioneered the trading of stock options in Brazil.
Early in the 1980s two key factors were decisive in further driving development within the realm of the stock market: (i) the
introduction of mutual funds, including equity-oriented funds and pension funds, and (ii) the transition to an electronic booking
system from a physical custody process, which contributed to more efficient clearing and settlement processes, ultimately boosting
market liquidity.
In the early 1990s, pari passu with the trading pit, Bovespa introduced a computer-assisted trading system, or CATS, developed
by the Toronto Stock Exchange, which by the mid-1990s had been replaced with an advanced system developed by then Paris
Bourse. In addition, the Brazilian Clearing and Depository Corporation (CBLC) was organized to operate as both a clearinghouse
for equities and central securities depository, with banking institutions participating as clearing members.
Later, in 2000, in an effort to drive growth in the domestic stock market and consolidate all Brazilian equity trading in a single
exchange, Bovespa led an integration program with the other eight stock exchanges then active in Brazil to become the only local
exchange operator for equities, accessed by brokers across the country.
Moreover, in the same year Bovespa launched three special listing segments which adopt additional and more stringent corporate
governance requirements: Novo Mercado and Special Corporate Governance Levels 1 and 2. Then, in 2002, Bovespa started
operating an OTC market for equities (an organized over-the-counter market, per applicable regulations), which grew to
concentrate all local trading in OTC equities and equity-based securities, and on September 30, 2005, Bovespa closed its trading
floor to become a fully electronic market.
On August 28, 2007, with the regulators approval of the demutualization of BOVESPA, the membership equity and market access
rights were detached in preparation for a corporate restructuring process, which combined the businesses of Bovespa and CBLC
38

Reference Form 2016 BM&FBOVESPA S.A. - Bolsa de Valores, Mercadorias e Futuros (BVMF3)

under a holding company named Bovespa Holding. Trading of Bovespa Holding shares on the Novo Mercado segment began in
October 2007 under ticker symbol BOVH3. Later, in May 2008, the shares were converted into shares of BM&FBOVESPA BVMF3
at a ratio of 1:1.42485643 common shares plus 0.1 preferred share. These preferred shares were subsequently redeemed at a
price of R$17.15340847 per share.

BM&FBOVESPA History (BM&FBOVESPA S.A. Securities, Commodities and Futures Exchange)


BM&FBOVESPA was incorporated in 2007 as a holding company named T.U.T.S.P.E. Empreendimentos e Participaes S.A. and
in April 2008 the shareholders changed its corporate name to Nova Bolsa S.A., meaning the New Exchange.
On May 8, 2008, the integration process that combined the businesses of BM&F and Bovespa Hld was approved by (i) merging
BM&F with Nova Bolsa S.A.; and (ii) merger of the shares of Bovespa Hld into Nova Bolsa S.A., and adoption of the corporate
name BM&FBOVESPA S.A. Bolsa de Valores, Mercadorias e Futuros (BM&FBOVESPA S.A. Securities, Commodities and Futures
Exchange).
This integration process gave rise to one of the largest exchanges across the world by market capitalization. BM&FBOVESPA
adopts a fully integrated vertical business model which encompasses infrastructure, products and services covering the entire
chain of trading and post-trading activities, as well as market data distribution, creation and production of indices, and application
software and systems development. As market operator, BM&FBOVESPA offers a fully-integrated, automated venue for the trading
of equities and derivatives, bonds and other debt securities and financial instruments; securities listings; a securities lending
facility; clearing and settlement facilities and a central securities depository (CSD). BM&FBOVESPA provides its clients with a wide
array of transaction possibilities ranging from buy and sell trades to execution of hedging strategies, arbitrage between markets
or financial assets, leveraging techniques, portfolio diversification and so forth, thus significantly contributing to the growth of the
Brazilian economy.
In February 2010, we agreed the Term Sheet of a global preferred strategic partnership with the CME Group that includes (i)
investments and joint commercial partnerships on international exchanges on a shared and equal basis; (ii) joint development of
a multi-asset class electronic platform for trading assets on exchanges or OTC; (iii) an increase in our equity interest in CME to
5%, and (iv) nomination of a representative to sit on the CME Board. On June 22, 2010, we executed definitive agreements with
the CME Group (for a 15-year renewable term).
In July 2010, we increased our equity interest in the CME Group, from 1.8% to 5%, becoming one of their largest shareholders.
Following this additional acquisition, we now account for this investment under the equity method of accounting by applying our
equity interest percentage over CMEs shareholders equity), recognizing the accounting effects in the statement of income.
Moreover, in 2011, we invested in our technology infrastructure laying the foundations of our new multi-asset class, multi-market,
integrated trading and clearing systems, and we implemented the module for derivatives and spot currency contracts of our new
electronic trading system, the PUMA Trading System, developed in cooperation with the CME Group.
Over 2012 we implemented important stages of our program to improve and refresh our technology infrastructure, including (i)
completion of development and testing of the equities module of our new multi-asset class, multi-market trading system, i.e., the
PUMA Trading System; (ii) announcement of a Post-Trade Integration Program (Programa de Integrao da Ps-Negociao, or
IPN), designed to integrate our four clearinghouses into a single, multi-asset, multi-market clearing facility which will rely on
CORE, or CloseOut Risk Evaluation, to provide us with a new, cutting edge risk management framework, the lynchpin of a
solid clearing and risk management system architecture for our integrated clearing facility; (iii) start of construction of our new
Data Center. Completion of these projects is set to give market participants a high -capacity, high-performing, technology
infrastructure which will give us the ability to provide highly efficient, integrated clearing, settlement and risk management
services.
In April 2013, we completed the implementation of our new multi-asset class, multi-market trading system, i.e., PUMA Trading
System, a landmark of the development of the domestic stock market. Then, in September, we announced changes to the
methodology for calculation of our benchmark stock index, the Bovespa Index, or Ibovespa, the first since 1968, aiming to make
it a more robust index, to accurately reflect the performance of the domestic stock market.
In the second quarter of 2014, the Company completed the construction of the new data center, located in Santana de Parnaba,
ensuring greater efficiency and robustness to the Exchange infrastructure. In August 2014, the Company implemented the
derivatives module of our new integrated clearing facility (BM&FBOVESPA Clearing), as part of the IPN, previously quoted. Finally,
after the implementation of the derivatives module, the Company started to develop the equities module, the securities module
and the forex module, having fully completed its technological development in 2015.
In September 2015, the Company disposed of 20% of its shares in the CME Group, maintaining an equity interest of 4% in the
US exchange, and thus reducing the exposure to risks affecting its balance sheet. This aspect, as well as other qualitative and
quantitative aspects, prompted discontinuation of the equity method to measure investment in the CME Group. In a subsequent
transaction, announced in a Material Fact dated April 7, 2016, the Company disposed of its total equity, or 4%, of the total shares
39

Reference Form 2016 BM&FBOVESPA S.A. - Bolsa de Valores, Mercadorias e Futuros (BVMF3)

issued by the CME Group. The purpose of this transaction was to raise funds to meet the needs of the Company in the context
of the proposed business combination with CETIP S.A. Mercados Organizados (see item 15.8 for further information).
In line with BM&FBOVESPAs strategy to take advantage of expansion opportunities in activities related to its business, the
Company purchased an equity interest in Latin American exchanges: (i) 10.4% equity in Bolsa de Comercio de Santiago, Chile,
as per the Notices to the Market of March 31,2015 May 5, 2015 and July 8, 2016 , representing investments of R$52 million; and
(ii) 4% equity in Bolsa Mexicana de Valores, corresponding to approximately R$136 million, as per the Notice to the Market of
April 5, 2016; (iii) 9.9% in Bolsa de Valores de Colombia (BVC), in a investment of R$44 million, as per Notice to the Market of
July 6, 2016; and (iv) 8.59% in Bolsa de Valores de Lima (BVL), in an investment of R$49 million, as per Notice to the Market
of January 26, 2017.
In 2016, the Company started the integrated testing of the equity phase of the new BM&FBOVESPA Clearing, which should be
followed by a parallel production phase that replicates, in the testing environment, all transactions carried out in the production
environment. The final date for migration will depend on the results of the tests, as well as on regulatory approvals. The new
BM&FBOVESPA Clearing will show improved efficiency regarding allocation of capital for deposit of collaterals related to multimarket and multi-asset portfolios, expanding the Companys competitive advantages.
For information on our product offerings, see section 7 of this Form.
6.5 - Relevant petitions for bankruptcy or judicial or extrajudicial recovery proceedings
No application has been filed seeking a bankruptcy or judicial or extrajudicial recovery.
6.6 - Additional reportable information
On April 8, 2016, BM&FBOVESPA announced completion of negotiations for the business combination with Cetip S.A Mercados
Organizados (Cetip) (the transaction) through a corporate restructuring whereby Cetips shareholders will hold approximately
1
11.8% of BM&FBOVESPAs capital stock.
The merits of the transaction between BM&FBOVESPA and Cetip span across regulators, clients and shareholders, through the
creation of a world-class market infrastructure company with major systemic importance and well-prepared to compete on a
global market that is increasingly sophisticated and challenging, thus enhancing the safety, soundness and efficiency of the
Brazilian market. This combination of talents and strengths will be a milestone in Brazils financial and capital markets.
It is worth stressing that this transaction was approved by the respective Shareholders meetings of BM&FBOVESPA and Cetip,
which were held on May 20, 2016. The completion of the transaction is subject to approval by the following government
authorities: CVM (Brazilian Securities Commission), the Central Bank of Brazil and Cade (Brazilian Antitrust Authority).
For further information and details about the proposal, see the material facts disclosed on April 8, 2016 and April 15, 2016, and
the Call Notice for the Shareholders Meeting.

7. ISSUERS BUSINESS
7.1 - Core business of the issuer and subsidiaries

BM&FBOVESPA S.A. the Securities, Commodities and Futures Exchange

BM&FBOVESPA is the Brazilian exchange operator and manager of organized securities and derivatives markets, provider of
transaction registration, clearing and settlement services, acting primarily as central counterparty for financial settlement of
transactions carried out on its trading platforms. We at BM&FBOVESPA offer a wide range of products and services such as trading
and post-trading of stocks and shares, fixed income securities, spot FX transactions and derivatives contracts based on equities,
financial assets, indices, rates, commodities and currencies, among others; we also provide listing services for businesses and
other securities issuers this product range reflects our diversified and vertically integrated business model. Moreover, we hold a
material membership interest in BM&FBovespa Market Surveillance (BM&FBovespa Superviso de Mercados), or BSM, an
association that oversees our activities and those of the market participants, as well as the transactions closed by them, in
accordance with CVM Ruling 461/07.

1 This estimate considers that, on the date of the Transaction, CETIP will have 264,883,610 shares (taking into account a total of 262,978,823 shares, except for

3,513,011 Treasury shares, including 5,417,798 shares originated from the early vesting of stock options plans), while BM&FBOVESPA will have 1,782,094,906 shares
(taking into account a total of 1,815,000,000 shares, except for 32,905,094 Treasury shares). The interest of CETIPs current shareholders in BM&FBOVESPAs capital
stock will depend on the number of outstanding shares of the two Companies on the date of Settlement.

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Reference Form 2016 BM&FBOVESPA S.A. - Bolsa de Valores, Mercadorias e Futuros (BVMF3)

BM&FBOVESPA Settlement Bank (Banco BM&FBOVESPA de Servios de Liquidao e Custdia S.A.)

With the purpose of providing services that meet the specificities and peculiarities of the markets we operate, BM&FBOVESPA
established the BM&FBOVESPA Settlement Bank in 2004 as a wholly-owned subsidiary which offers qualified settlement services
to the participants in the markets where it operates and their clients. In addition, founded in 2004, our Settlement Bank provides
our clearinghouses with access to the Central Banks discount window, an added layer of protection against liquidity risk and a
safeguard in case we need to seize government securities given as collateral.

BM&F (USA) Inc.

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

BM&FBOVESPA (UK) Ltd.

BM&FBOVESPA (UK) Ltd., based in London, operates as our overseas representative office, establishing professional relationships
with other exchanges and market regulators, as well as prospecting customers for our markets within applicable local regulatory
constraints.

Rio de Janeiro Stock Exchange, or BVRJ (Bolsa de Valores do Rio de Janeiro)

BVRJ is an inactive stock exchange, which since 2004 rents out space in its main office building. The Rio Exchange Convention
Center leases space for seminars, congresses, conferences, professional training sessions and private meetings.

BM&FBOVESPA Market Surveillance, or BSM (BM&FBOVESPA Superviso de Mercados)

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

BM&FBOVESPA Institute (Instituto BM&FBOVESPA)

The BM&FBOVESPA supports the BM&FBOVESPA Institute, which is a non-profit organization (or, OSCIP) intended to propose,
develop and manage the Companys social investment projects. Within this context, its initiatives are particularly focused on youth
training and sports as a means for social inclusion. The Institute also counts on the Social and Environmental Stock Exchange
BVSA, a virtual platform that encourages and enables donations to Brazilian NGOs.

BM&FBOVESPA BRV LLC

A wholly-owned subsidiary of BM&FBOVESPA BRV LLC, incorporated in Delaware (USA), as a result of the strategic partnership
set up between the BM&FBOVESPA and the CME Group, with the purpose of ensuring full exercise of the rights contractually
agreed upon between the parties. BM&FBOVESPA BRV LLC is co-holder, together with the BM&FBOVESPA, of all intellectual
property rights in connection with the equities module of the PUMA Trading System platform and any other modules jointly
developed by the parties, the ownership of which may be attributed to the BM&FBOVESPA. As a specific purpose entity whose
functions are primarily subsidiary and connected to the protection of rights, this entity is not expected to have operating activities.
7.2 - Business segment information
a.

Products and services sold

BM&F Segment
The BM&F segment comprises the trading and post-trading financial derivative and commodities agreements, equities and spot
currency market. Trading activities include a sophisticated infrastructure that enables the access of participants and investors
interested in trading different securities and agreements available in this segment. Post-trading activities comprise registration,
clearing, settlement and risk management services performed using a sophisticated system intended to ensure the settlement of
all transactions registered with the clearing, ensuring a proper operation of the markets managed by the Company.
Transactions are settled through multilateral netting, with each clearinghouse acting as central counterparty (CCP) which provides
stability and efficiency to our markets while mitigating market participants exposure to credit risks. For this purpose, we rely on
a risk management system that calculates - for some contracts in real time, and for others almost in real time the transaction
risks and the collateral required or effectively cover those risks.
The primarily revenues of BM&FBOVESPA derives from fees we charge for providing trading, registration, clearing and
settlement and account maintenance services. For our customers these fees represent the cost of trading in our systems. We
typically calculate and charge fee rates in Brazilian currency for payment through the settlement processes implemented at
our clearinghouses, the exceptions being trading fees charged on certain transactions, includi ng trades in agricultural
commodity derivatives settled in U.S. dollars in New York City under the rules of Brazilian National Monetary Council (CMN)
Resolution No. 2.687.
Trading fees: We charge fees for trades executed on our trading platforms, including at position closeouts or transfers.
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Reference Form 2016 BM&FBOVESPA S.A. - Bolsa de Valores, Mercadorias e Futuros (BVMF3)

Exchange fees are calculated for each group of products with similar characteristics and purposes or relative to products
based on the same type of underlying asset, applying progressive discounts depending on volume bands.
Settlement fee: We charge fees for settling listed derivatives at position closeouts on maturity dates. These are charged
when a position is settled on the maturity date or on the financial settlement of a physical delivery.
Registration fees: a fee charged when opening and closing a position prior to maturity. It consists of fixed and variable
unit components that are calculated using the methodology of progressive discount based on trading volume bands and
according to specific fee schedules per product group;
Maintenance fees: These are fees we charge to monitor custody account positions and issue reports and statements.
These fees cover the operating costs of maintaining inactive accounts for positions in derivatives contracts. We calculate
maintenance fee based on a customers number of contracts outstanding at the close of business on a daily basis.

Fees we charge at our Derivatives Clearinghouse differ based on type of transaction (day trade or non -day trade), type of
contract and time to expiration or maturity. In addition, on setting fee rates for the different contracts and durations we a lso
take into account the implied volatility, existing market conditions and the fees charged in competing markets, among other
things. Typically, we charge higher fees for more volatile contracts, as they are riskier than the average. The most actively
traded derivatives contracts are Brazilian-interest rate futures (the primary contract being futures based on the local interbank
lending rate, or ID), for which we charge fee rates that vary in correlation with contract duration; forex futures, whose payoff
depends on the foreign exchange rates of two or more currencies (the primary contract being based on the Brazilian real to US
dollar actual exchange rate at a set date in the future).
The tables below set forth selected operating data for the BM&F segment with regard to average daily volume traded (ADV); revenues
per contract and trading volume distribution by investor category.
Average Daily Volume - ADV (in number of contracts)

2009
2010
2011
2012
2013
2014
2015

Realdenomina
ted
interest
rate
contracts
843,480
1,683,623
1,797,215
1,925,725
1,856,691
1,417,448
1,458,446

Var. 2010/2009
Var. 2011/2010
Var. 2012/2011
Var. 2013/2012
Var. 2014/2013
Var. 2015/2014

99.6%
6.7%
7.2%
-3.6%
-23.7%
2.9%

2009
2010
2011
2012
2013
2014
2015

Realdenomina
ted
interest
rate
contracts
0,979
0,889
0,918
1,004
1,046
1,120
1,150

Var. 2010/2009
Var. 2011/2010
Var. 2012/2011
Var. 2013/2012
Var. 2014/2013
Var. 2015/2014

-9.1%
3.3%
9.3%
4.2%
7.1%
2.7%

Forex
contracts

Equity index
derivatives

USDdenominat
ed interest
rate
contracts

Commodity
Derivatives

Mini-sized
Contracts

OTC
derivatives

Overall
ADTV

447,093
540,623
495,537
493,883
494,123
493,878
463,923

80,015
89,406
123,273
143,088
113,572
118,608
100,867

78,298
89,714
145,222
149,843
155,867
219,608
289,218

10,236
12,898
13,235
11,218
9,187
10,200
7,623

52,637
75,605
114,432
165,746
208,234
310,609
520,337

9,273
12,866
11,726
9,173
10,086
12,442
19,569

1,521,032
2,504,736
2,700,639
2,898,676
2,847,761
2,582,793
2,859,985

20.9%
-8.3%
-0.3%
0.0%
0.0%
-6.1%

11.7%
37.9%
16.1%
-20.6%
4.4%
-15.0%

14.6%
61.9%
3.2%
4.0%
40.9%
31.7%

26.0%
2.6%
-15.2%
-18.1%
11.0%
-25.3%

43.6%
51.4%
44.8%
25.6%
49.2%
67.5%

38.7%
-8.9%
-21.8%
10.0%
23.4%
57.3%

64.7%
7.8%
7.3%
-1.8%
-9.3%
10.7%

Average Rate per Contract RPC (in Brazilian Reais)


Forex
contracts

Equity index
derivatives

USDdenominat
ed interest
rate
contracts

Commodity
Derivatives

Mini-sized
Contracts

OTC
derivative
s

TOTAL

2,161
1,928
1,894
2,205
2,535
2,669
3,671

1,619
1,564
1,614
1,524
1,761
1,774
2,128

1,357
1,142
0,941
1,015
1,231
1,294
1,840

2,307
2,168
2,029
2,239
2,534
2,390
2,530

0,176
0,128
0,130
0,116
0,119
0,117
0,218

1,655
1,610
1,635
1,769
1,409
2,092
3,925

1,365
1,134
1,106
1,191
1,282
1,350
1,516

-10.8%
-1.8%
16.4%
15.0%
5.3%
37.6%

-3.4%
3.2%
-5.6%
15.6%
0.7%
19.9%

-15.8%
-17.6%
7.9%
21.3%
5.1%
42.2%

-6.0%
-6.4%
10.4%
13.2%
-5.7%
5.9%

-26.9%
1.4%
-10.8%
3.0%
-1.9%
86.2%

-2.7%
1.6%
8.2%
-20.4%
48.5%
87.6%

-16.9%
-2.5%
7.7%
7.6%
5.3%
12.3%

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Reference Form 2016 BM&FBOVESPA S.A. - Bolsa de Valores, Mercadorias e Futuros (BVMF3)

2009
2010
2011
2012
2013
2014
2015

Volume distribution by investor category (as a percentage)


Institutional
Foreign
Retail
Financial institution
Buyer
Investors
Investors
45.5%
24.3%
20.0%
7.6%
42.4%
29.6%
22.4%
3.9%
38.1%
32.5%
23.0%
4.5%
34.5%
34.0%
25.4%
4.5%
32.5%
35.9%
25.4%
4.8%
29.6%
28.6%
34.5%
6.1%
21.9%
29.3%
39.9%
7.7%

Corporate
Investors
2.5%
1.7%
1.8%
1.6%
1.2%
1.1%
1.0%

Central
Bank
0.1%
0.0%
0.0%
0.1%
0.2%
0.2%
0.2%

Bovespa segment
The Bovespa segment comprises operations, products and services to support and manage the trading and post-trade cycles
for dealings carried out on the equities and over-the-counter markets. We offer market participants several tools and
mechanisms for the trading of variable income securities (including single stocks, ex change-traded funds (ETFs), sponsored
and non-sponsored Brazilian depositary receipts (BDRs), equity-based derivatives (including stock warrants, locally known as
subscription warrants), and index-based derivatives, in addition to corporate debt securities and shares of real estate
investment funds (or FIIs, similar to U.S. real estate investment trusts, or REITs) and other CVM -authorized securities (such
as units of collective investment schemes), all of which are traded, cleared and settled in our fully -integrated electronic systems,
resulting in a fully automated process covering the entire chain of trading.
In post-trade services we are the only central counterparty (CCP) clearinghouse for transactions in equities, equity securities,
equity and index derivatives and corporate bonds carried out on markets we operate, a provider of risk management services,
and operator of safeguard mechanisms we adopt to handle payment default and failed delivery. We act as central counterparty
for all clearing agents, absorbing the risks of counterparties in-between a trade transaction and its clearing and settlement,
carrying out multilateral activities to ensure the financial settlement and clearing of securities. We also provide settlemen t
services for public offerings of securities.
The primary revenue components we derive from our operations within the realm of our Bovespa segment are exchange or
trading fees and fees for clearing and settlement, which we charge at varying rates depending on the type of transaction and
investor category. Set forth below are brief descriptions of each of these markets.

Cash market. This is the market where buy and sell orders are executed for immediate delivery within a three -businessday settlement cycle. Stocks traded on this market are bought and sold either as round lots (and their multiples) or as
odd lots (less than the standard trading unit).
Forward market. The market where buy and sell orders are executed for clearing and settlement as of a date set by
both buyer and seller based on any of a number of dates predefined by us. Based on the agreed conditions for
clearing and settlement, a forward transaction may relate to: (i) ordinary forward contracts, an agreement to buy or
sell an asset at an agreed price with clearing and settlement taking place at a specified future time; (ii) flexible
forwards, agreements to buy or sell where the underlying stocks deliverable at expiration may be replaced with the
equivalent; and (iii) index forwards, in which case the agreed price is adjusted by an agreed index or rate on a daily
basis in the period between the trade execution and the settlement date (while other indices or rates may be used,
indexation is frequently agreed based on exchange rate or the IGPM, an inflation index).
Options market. This is the market for the trading of option contracts where a seller gives the option buyer the right,
but not the obligation, to buy (call) or to sell (put) a specified stock, equity-based security or stock index (the
underlying) on or before the option expiration date, at an agreed price (strike price), pursuant to option series that
are previously authorized for trading by us. Depending on whether or not they are exercisable at any time before
the option expiry date, or only upon expiration, these put or call options are said to be American -style or Europeanstyle options (respectively). The following types of options may be traded on this market: (i) stock options, which
are rights to buy or sell stock lots exercisable at specified exercise dates at a predefined strike price; and (ii) index
options, which are rights to buy or sell the index on or before the expiration date. Exercising a stock option entails
physical delivery of the underlying stocks, whereas exercising an index option implies paying or receiving cash for
the difference between strike price and closing price for the underlying i ndex at exercise or expiration. In any event
the strike price under a stock option or index option may be indexed to an exchange rate or the IGPM or any other
index.
Fixed-Income market. The market where private fixed income securities are bought and sold, subject to a settlement
period ranging from 0 to 1 day. Securities can be traded on the exchange market for gross settlement (D+0) or
settlement by netting in D+0 or D+1 and on the OTC market for gross settlement (D+0). Fixed income market
transactions take place on the PUMA Trading System, an integrated electronic environment for trading, settling and
depositing securities. The assets admitted for trading on this environment are debentures, real estate receivables
certificates (CRI), agribusiness receivables certificates (CRA), promissory notes, commercial papers, units of
receivables investment funds, (FIDC), and units of investment in FIDC units (FIC -FIDC).

The tables below set forth selected operating data and information regarding average daily trading value; average daily number of
trades, equity market capitalization and distribution of financial value traded by investor category related to our Bovespa segment.
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Reference Form 2016 BM&FBOVESPA S.A. - Bolsa de Valores, Mercadorias e Futuros (BVMF3)

Average Daily trading Volume - ADTV (in millions of Brazilian Reais)


Forward
Options market
Fixed income market
market
4,943.7
96.5
245.0
1.6
6,031.6
147.4
307.9
1.8
6,096.3
118.0
276.3
1.1
6,861.3
103.4
280.1
6.0
7,094.5
91.5
230.3
1.4
6,975.8
82.4
233.1
1.1
6,552.1
66.5
170.3
3.9

Cash market
2009
2010
2011
2012
2013
2014
2015

Var. 2010/2009
Var. 2011/2010
Var. 2012/2011
Var. 2013/2012
Var. 2014/2013
Var. 2015/2014

2009
2010
2011
2012
2013
2014
2015

Var. 2010/2009
Var. 2011/2010
Var. 2012/2011
Var. 2013/2012
Var. 2014/2013
Var. 2015/2014

22.0%
1.1%
12.5%
3.4%
-1.7%
-6.1%

52.7%
-19.9%
-12.4%
-11.5%
-10.0%
-19.2%

Cash equities
market
270.6
349.8
476.5
653.0
780.0
821.8
876.3

29.2%
36.2%
37.1%
19.4%
5.4%
6.6%

25.7%
-10.3%
1.4%
-21.0%
1.2%
-27.0%

12.5%
-40.4%
455.1%
-76.0%
-20.0%
-240.8%

Average number of trades (in thousands)


Options
Fixed Income
Forward market
Market
Market
1.3
60.4
0.007
1.6
79.3
0.012
1.1
89.6
0.013
1.0
126.4
0.011
0.8
108.5
0.010
0.6
97.3
0.008
0.5
59.0
0.007

18.4%
-26.7%
-15.5%
-19.7%
-23.8%
-19.0%

31.3%
13.0%
41.1%
-14.1%
-10.3%
-39.4%

77.1%
9.9%
-14.0%
-11.4%
-19.4%
-5.5%

Overall ADTV
5,286.8
6,488.6
6,491.6
7,250.7
7,417.7
7,292.5
6,792.8

22.7%
0.0%
11.7%
2.3%
-1.7%
-6.9%

Overall volume
332.3
430.6
567.2
780.4
889.3
919.8
935.7

29.6%
31.7%
37.6%
14.0%
3.4%
1.7%

Equity market capitalization (in R$ billions) and turnover velocity (in %)


Year-end market capitalization

Average market capitalization

2,334.7
2,569.4
2,294.4
2,524.3
2,414.2
2,243.2
1,912.1

1,826.9
2,334.9
2,365.6
2,412.9
2,413.4
2,390.7
2,211.9

2009
2010
2011
2012
2013
2014
2015

Var. 2010/2009
Var. 2011/2010
Var. 2012/2011
Var. 2013/2012
Var. 2014/2013
Var. 2015/2014

10.1%
-10.7%
10.0%
-4.4%
-7.1%
-14.8

Retail Investors
2009
2010
2011
2012
2013
2014
2015

30.5%
26.4%
21.5%
17.9%
15.2%
13.7%
13.7%

Turnover
velocity
66.6%
63.8%
64.2%
70.0%
72.9%
72.4%
72.9%

27.8%
1.3%
2.0%
0%
-0.9%
-7.5%

Investor share in ADTV


Institutional
Foreign
Investors
Investors
25.7%
34.2%
33.3%
29.6%
33.4%
34.7%
32.1%
40.4%
32.8%
43.7%
29.0%
51.2%
27.2%
52.8%

-276 bps
36 bps
578 bps
295 bps
-54 bps
50 bps

Financial Institutions
7.4%
8.4%
8.6%
8.1%
7.4%
5.1%
5.1%

Corporate
Investors
2.2%
2.3%
1.7%
1.5%
1.0%
1.0%
1.2%

Others
0.1%
0.1%
0.1%
0.0%
0.1%
0.0%
0.0%

Other services
Securities lending.
This service made available by the Company permits investors (lenders) to lend securities traded on our exchange to interested
parties (borrowers). We act as central counterparty for all lending transactions. In doing so, we adopt strict lending and risk
44

Reference Form 2016 BM&FBOVESPA S.A. - Bolsa de Valores, Mercadorias e Futuros (BVMF3)

management standards to ensure efficient and stable market operations. The expansion of securities lending transactions has
performed a significant role in increasing our spot market in the last few years. Securities lending facility ensures more efficient
clearing and settlement processes, as in the event of failed delivery, it will promptly intervene and provide a compulsory loan.
Borrowers are charged fees on each lending transaction registered in our system, which is a percentage of the open position
based on either the average market price for the borrowed securities as of the trading session immediately preceding the lending
transaction date, or the average market price on the date immediately preceding the maturity date, as defined by lender and
borrower upon registering the transaction. The average financial value of open interest positions was R$12.7 billion in 2009,
R$20.5 billion in 2010, R$30.2 billion in 2011, R$31.9 billion in 2012, R$40.8 billion in 2013, R$32.8 billion in 2014 and R$38.8
billion in 2015.

Securities listings
Listing services consist of services provided to issuers listing securities for trading on our markets. Our revenues from lis ting
fees correlate primarily with annuities we charge from issuers (of shares or sponsore d BDRs) as a percentage of their capital
stock amount, or, in the case of investment funds, a fixed rate .
Our stock market comprises the traditional listing segment for stocks and five special listing segments ( Novo Mercado; Corporate
Governance Level 2 (Nvel 2) and Level 1 (Nvel 1) segments; Bovespa Mais and Bovespa Mais Level 2). Each especial listing
segment requires issuers to adopt progressively more stringent corporate governance standards, as for information provision and
corporate rules, not prescribed by law. The number of issuers on our books at the end of each year, as well as the number of
public share offering are shown in the tables below. Bovespa Mais trades the shares of companies with lower liquidity or which
have a strategy of gradual market access. Bovespa Mais level 2 supplements the Bovespa Mais segment by enabling small and
mid-cap companies to raise funds by issuing not only common shares, but also preferred shares.
In 2015, the BM&FBOVESPA launched the Corporate Governance Program for State-Owned Companies program in order to
encourage the adoption of good corporate governance practices by state-owned companies or companies that are going public.
Corporate governance initiatives are divided into four lines of action: transparency, internal controls, management composition
and commitment of the controlling shareholder. State-owned companies that participate in the Program by adopting the practices
proposed can be certified as Category 1 or Category 2.

Stock exchange listings

Traditional segment
Special listing segments

Novo Mercado (NM)


Level 2 (N2)
Level 1 (N1)
Bovespa Mais (MA)**

Sponsored BDRs

Organized OTC market listings


Other listings
(stock exchange and OTC market)
Total

2009
434
265
159
105
19
35
1
10
77

Number of listings
2010
2011
471
466
295
274
167
182
112
125
18
19
37
38
1
2
9
10
70
71

2012
452
262
178
127
18
33
3
12
69

2013
454
255
187
134
21
32
7
12
74

131

163

198

241

246

642

704

735

762

774

2014
455
250
192
133
20
31
8
13
62
255

2015
450
245
193
131
20
29
13
12
60
274

772

784

Include securities issued by securitization firms, as well as bond issuers and issuers of real estate receivables certificate s (CRIs) whose shares are not listed
to trade on the stock exchange and, thus, are not taken into account in our calculation of equ ity market capitalization.
**
Effective from February 2014 Bovespa Mais is now a listing segment of the stock market having migrated from the OTC market.

Equity offerings
2009

2010*

2011

2012

2013

2014

6
18

11
11

11
11

3
9

10
7

1
1

24

22

22

12

17

IPOs
Follow-ons

23.8
22.2

11.2
63.2

7.2
10.8

3.9
9.3

17.3
6.1

0.4
14.0

Total

46.0

74.4

18.0

13.2

23.4

14.4

IPOs
Number of equity Follow-ons
offerings
Volume

(In R$ billions)

Total

2015
1
5
6
0.6
17.5
18.1

The 2010 volume includes the portion acquired by the Brazilian government in the Petrobras offering by means of the onerous
transfer of barrels (R$74.8 billion)

Central Securities Depository (CSD); custody and back-office services


We operate the only domestic central securities depository, or CSD, existing in Brazil, through which we provide depository and
safe custody services to customers which deal on our equities and fixed-income securities markets. We also provide fungible
custody services pursuant to which we hold fiduciary title to securities under custody. We perform daily reconciliation of custody
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Reference Form 2016 BM&FBOVESPA S.A. - Bolsa de Valores, Mercadorias e Futuros (BVMF3)

positions and the underlying securities, which are identified by an ISIN code (International Securities Identification Number) under
a segregated account structure which identifies the ultimate beneficial owner.
At the end of 2009, the number of active custody accounts totaled 575.7 thousand (with 552.4 retail investors); 640.2 thousand
accounts in 2010, of which 610.9 thousand retail investors; in 2011, 611.2 thousand accounts, of which 583.2 thousand were
retail investors; in 2012, 613.9 thousand accounts, of which 587.2 thousand were retail investors; in 2013, 617.6 thousand
accounts, of which 589.3 thousand were retail investors; in 2014, 590.2 thousand, of which 564.1 thousand, retail investors; and
in 2015, 581.2 thousand, of which 557.1 thousand, retail investors.
We derive revenues from depositary and custodial services in the form a fixed monthly fee per account (adjusted on a yearly
basis according to inflation) plus, since May 2009 a percentage fee for Brazilian investors holding assets in excess of R$300
thousand.
Moreover, our central securities depository provides deposit and safe custody services for retail investors dealing on our Treasury
Direct (Tesouro Direto) platform, which we operate for the trading of government bonds for retail investors through the Internet
pursuant to a cooperation arrangement agreed with the Brazilian Treasury. The average financial value of government bonds,
notes and other government debt securities under custody rose from R$3.9 billion in 2010, to R$6.1 billion in 2011, R$9.0 billion
in 2012, R$9.8 billion in 2013, R$12.5 billion in 2014, and R$18.4 billion in 2015, while the average number of investors rose to
42.3 thousand, 64.4 thousand, 84.3 thousand, 95.1 thousand, 118.7 thousand, and 185.4 thousand respectively.

Access to our markets and electronic systems


Under applicable regulations, trading activities on regulated organized markets, including ours, as well as clearing and settlement
and custodial activities are typically performed through investment intermediaries whom we call market participants. Access
conditions, rules and procedures for participants are divided into trading and post-trading on the BM&F and stock exchange
segments.
First-time permit applicants in the stock exchange segment are expected to meet certain technical, technological, operational and
financial requirements, in addition to the following access costs:

Licensing fee: this is a one-off charge collected in connection with the permit application processing;
Access fee: this is a one-off charge collected thirteen months after the admission of a market participant.

In addition, brokerage firms are required to meet certain requirements related to their technology infrastructure and other I T
resources which are set forth in our Technology Infrastructure Access Manual. In addition, we provide technology services
which, among other things, include the following (i) trading workstations; (ii) order entry gateways;(iii) servers for use at the
brokers trading desk or branch; and (iv) contracting of order turnaround by minute, based on the operating strategy of each
particular brokerage firm (frequency with which orders are sent).
The table below set forth data on number of investment intermediation firms holding permits for access to more than one
segment simultaneously.

Equities market
Derivatives market
Forex markets
Government securities

Number of licensed institutions


2009
2010
2011
2012
81
85
87
88
62
67
68
74
66
38
38
27
80
61
61
58

2013
72
50
24
54

2014
71
51
62
64

2015 (*)
96
82
77
48

(*) In 2015 it was included both PN and PNP (CL 045/2014-DP). For the Foreign Exchange Clearinghouse the numbers
included Clearing Participants and Intermediaries. For the Securities Clearinghouse the numbers included only Securities
Trading Participants.
Market Data Vendors - quotes and information to the market
We distribute information generated in our equity markets, financial and commodity derivatives, fixed-income market and stock
indices, in addition to news reports on market developments to authorized vendors across the world.
We currently authorize market data vendors and brokers to broadcast our information signals. Market data vendors are companies
that purchase directly from us the rights to broadcast or retransmit our information signals, thereby benefiting from our
infrastructure and technical support for the receipt of signals transmitted directly by us or retransmitted by other intermediating
market data vendors. Companies given an indirect access are referred to as market data re-vendors.

OTC Market (iBalco)


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Reference Form 2016 BM&FBOVESPA S.A. - Bolsa de Valores, Mercadorias e Futuros (BVMF3)

The iBalco, launched in February 2014, operates under three main pillars: registration of over-the-counter derivatives,
registration of financial instruments, and trading and deposit of fixed income securities.
This new OTC platform for registration of over-the-counter transactions means that transactions features are mutually agreed
between the counterparties. In 2014 we worked to expand the range of products and services we offer on iBalco, and the main
financial assets registered in our new OTC platform include:
Fixed-income securities. These include (i) a number of agribusiness securities, such as agribusiness credit bills (letras de
crdito do agronegcio), or LCAs; rural product notes (cdulas de produto rural), or CPRs; agricultural deposit
certificates (certificados de depsito agropecurio) and related agribusiness warrants (warrants agropecurios), or
CDAs and WAs,1 respectively, and other agribusiness securities; (ii) financial instruments and securities originating from
the real estate development market, such as real estate credit bills (letras de crdito imobilirio), or LCIs, and real estate
credit notes (cdulas de crdito imobilirio) or CCIs, and real estate receivables certificates (certificados de recebveis
imobilirios), or CRIs, whose underlying are CCIs; and (iii) bank securities, including certificates of deposit
(CDBs),Commercial Papers (LF) and Structured Transaction Certificates (COEs).
Derivatives: registration of currency forwards (no physical delivery), flexible options and swaps.
In 2015, several new functionalities were implemented in the fixed income registration system, such as registration of Bank
Deposit Certificates (CBD) with staggered earnings, and cash flow and Commercial Papers (LF). Regarding OTC derivatives,
BM&FBOVESPA completed the migration of registration of non-deliverable forwards (NDF), swaps and flexible options from the
legacy platform to a new and more flexible platform that will expand the range of products offered, whether or not a central
counterparty is involved.
b. Revenues derived by operating segments, including as a percentage of total net revenues.
See subsection 10.1(h) below for information on revenues derived by our operating segments, including as a percentage of total
net revenues.
c.

Income (loss) ascertained by operating segment, including as a percentage of total net income.

We do not calculate income or loss per operating segment.


7.3 - Information on products and services comprising each operating segment
a.

Production process characteristics

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

Exchange and organized over-the-counter markets


Organized OTC markets either operate similarly to an exchange or provide a platform for registration of previously agreed
transactions.
We operate exchange markets for the trading of financial and commodity derivatives, spot currency contracts, and government
bonds, all of which comprise our BM&F segment. Additionally, we operate a stock market and exchange markets for the trading
options on singles stocks and other equity-based derivatives, as well as corporate debt securities, all of which comprise our
Bovespa segment. Both segments operate pursuant to a fully automated, vertically integrated business model. Our service
offerings encompass the entire life cycle of trading, from order entry to matching, to execution, to risk management, and clearing
and settlement (where we act as CCP to ensure multilateral settlement). In addition, through our central securities depository,
we provide safe custody for financial assets and back-office services to intermediary firms and investors.
One characteristic of the stock markets is that the equities, agreements or other securities traded in their systems must be
standardized. This is so because, to enable the trading on a centralized and multilateral system that adopts pricing norms, assets
with the same characteristics (the same asset held by different participants) must be exchangeable among them. Based on this

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Reference Form 2016 BM&FBOVESPA S.A. - Bolsa de Valores, Mercadorias e Futuros (BVMF3)

condition, these assets may be traded on an environment with price formation rules, since, in practice, once their characteristics
are defined, they may be freely traded, regardless of their holders.
Regarding the organized spot market for trading of variable and fixed income assets, the assumption of the exchangeability of
the assets remains valid, although the norms on trading and pricing differ from those found on exchange markets.
In the case of the derivatives spot market (BM&F Segment), tailored, or customized, non-standardized derivates are traded, and
they are, in general, not exchangeable. Unlike standardized exchange markets, they enable the direct trade between the parties
of a large variety of agreements with specific sizes, underlying assets, terms, and settlement criteria, among others.

Post-trade (Clearing facilities)


As part of our vertically integrated business model, we provide clearing and settlement services involving post-trading on the
BM&F and Bovespa segments. To do so, we manage clearinghouses which the Brazilian Central Bank deems as systemically
important, and that serve the markets of financial derivatives and commodities, spot U.S. dollar contracts, Brazilian government
bonds (BM&F segment), and equities and private fixed income (Bovespa segment).
Our clearing facilities operate pursuant to Law No. 10214 dated March 27, 2001, which authorizes m ultilateral clearing and
settlement, regulates the role of the central counterparty (as performed by systemically material clearing facilities, such a s
ours), and permits the seizure of collaterals posted by defaulting participants to settle their obligati ons within the scope of our
clearing and central-counterparty activities, including in the event of insolvency, intervention, bankruptcy and extrajudicial
liquidation.
As trades are executed in any of our trading segments, data on these trades are automatically fed into the system in our
clearinghouses and promptly relayed to investment intermediaries for them to designate the final principals under each
transaction, in a process known as specification. The next phase of the trading cycle involves the physical settlement (transfer of
assets/registration of the contracts) or the financial settlement (transfer of financial funds) of the transaction by the clearinghouse,
with or without guarantee of the central counterparty. A central counterparty is mandatory for the clearing and settlement of
trades in exchange-traded derivatives, FX derivatives, government bonds and stocks, but optional for the clearing and settlement
of trades in OTC derivatives and corporate debt securities.
Our clearinghouses typically act as central counterparty (CCP) for the derivatives markets (including futures, forward, options and
swap markets), the spot U.S. dollar market, the government bonds markets (cash, forward, repo and securities lending markets),
and for the equities markets (cash, forward options, futures and securities lending markets) and the fixed-income markets (cash
and securities lending markets for corporate debt securities). The primary function of the central counterparty is to ensure that
trades executed through a clearinghouse are properly settled. To this end, the CCP interposes itself between all participants,
becoming, for settlement purposes, the buyer to all sellers and the seller to all buyers. Thus, should a participant fail to comply
with its obligations before a clearinghouse (for instance, making payments or delivering assets), the BM&FBOVESPA, in the
capacity as central counterparty, will resort to certain safeguard mechanisms, or ultimately to its own assets.
In order to manage the risks inherent to this function, the CCP focuses on calculating, controlling and mitigating the credit risk
posed by participants in BM&FBOVESPAs clearinghouses. In order to properly mitigate the risks undertaken, each clearinghouse
has its own risk management system and safeguard structure. These structures make up the universe of mechanisms and
remedies a clearinghouse may resort to in order to cover losses from failed settlement by a participant. In general terms, the key
components of these safeguard structures include collateral deposited by market participants, often as margin; funds set up
specifically for this purpose; special equity; co-liability for settlement undertaken by brokers and clearing members/participants,
and even BM&FBOVESPAs assets.
The models we adopt in calculating margins are stress-test based, meaning we assess market risk by taking into account not only
recent historical volatility in market prices, but also the possibility that unexpected events could change historical behavior patterns
for prices and the market as a whole. The principal parameters defined by market risk committee we use in calculating margin
are stress scenarios our market risk committee defines for risk factors that typically affect the prices of securities, contracts and
financial instruments traded on our markets. The primary risk factors for stress testing include, among other things, the Brazilian
real to U.S. dollar rate, the Real-denominated fixed rate curve; the forward structure of the U.S. dollar-denominated Brazilian
yield curve (cupom cambial), the Bovespa index and the cash prices for stocks.

Technology Evolution
We have been making substantial investments in modernizing our technology infrastructure so as to offer the markets we operate
high performing and efficient systems, and trade and post-trade services. The investments made in technology developments are
described below:

PUMA Trading System

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Reference Form 2016 BM&FBOVESPA S.A. - Bolsa de Valores, Mercadorias e Futuros (BVMF3)

We believe that the ability to offer electronic trading at low latency rates (high speed) and high throughput capacity to process
orders and trades to support market growth are critical factors for trading in shares and derivatives. For this reason, we have
been making substantial investments in the development of our new multi-market and multi-asset trading platform. In 2010 we
entered into a technology agreement with the CME Group for joint development of the PUMA Trading System, which gathers
under a single infrastructure all our currently existing trading segments, replacing the old platforms. The system module for the
trading of derivatives and spot currency contracts (BM&F segment) went live in the second half of 2011, the modules for the
trading of stocks and equity derivatives (Bovespa segment) went live in the first half of 2013 and, finally, and the private fixed
income module went live in July 2014.
The various developments and investments in recent years have reduced the round-trip time, or RTT, the primary metrics to
measure the performance of electronic trading systems.
The table below sets forth data on the evolution of RTT and throughput capacity over the years through to December 31, 2013.
2007
Round-trip time (in milliseconds)

2008

2009

Bovespa
segment
(PUMA Trading
System from
2013)

Round-trip time (in milliseconds)


Daily throughput capacity (in thousands of

2011

2012

2013

2014

2015

70

25

20

1015

55

200

200

400

400

400

400

6,000

6,000

23
42

29
49

39
76

128
251

20

10-15

~1

173
376
~1

294
601

300

66
195
1015

99
195

450

66
152
1015

6,000

6,000

891
2,582

936
1,698

BM&F segment

Daily throughput capacity (in thousands of


(PUMA Trading trades)
System from 2011) Average daily volume (in thousands of trades)
Peaks (in thousands of trades)

2010

~1

~1

~1

trades)

390

770

1,500

3,000

3,000

3,000

3,000

Average daily volume (in thousands of trades)


Peaks (in thousands of trades)

153
343

245
414

332
591

431
800

567
1,092

781
1,500

837
1,650

~1

~1

~1

Post-trading integration (IPN):


Since 2008, one of our most important projects has been to combine our clearinghouses. In the last quarter of 2011, we
announced the licensing of RTC (Real-Time Clearing) software from Swedish company Cinnober, which is the backbone of the
new multi-asset, multi-market, integrated clearing facility named BM&FBOVESPA Clearing. The clearing facility also counts on a
new CORE risk calculation system that will boost our competitive differentials by offering all participants a single risk and collateral
deposit management system that adopts an integrated approach to handling different assets on different markets, and,
consequently, increases the efficiency of risk management, while sustaining the soundness of current models.
The new BM&FBOVESPA Clearing commenced operations on August 18, 2014, at which time the financial, commodities and OTC
derivatives market migrated to the new structure. On this same date, the amount of collaterals required decreased by R$20 billion
for the same current positions, without adding risk to the system. Moreover, in 2015, the capacity of BM&FBOVESPA Clearings
structure was evidenced amidst the high volatility and volume peaks recorded throughout the period.
The next phase of the project will be the migration of equities and private fixed income market post-trading, following completion
of the tests with participants and the certification process, which are expected to take place by the end of 2016, as well as the
approval by the regulatory authority. After completion of this second phase, the Company expects to provide the market with
additional liquidity, and reduce capital and operational costs for the whole system. The integrated clearing facility will also offer
greater processing capacity, and play an important role in reducing the time for launching new products.
b.

Features of the distribution process

Distribution channels
Investment services firms (particularly commodity and securities brokerage firms) are market participants holding permits for
direct access to our trading systems, entitled to engage in proprietary trading and in investment intermediation on behalf of
their customers. These participants are referred to as Full Trading Participant s (PNP)
In August 2014, the CVM approved a new model for access to the markets we manage, acknowledging intermediation industry
institutions and creating alternatives for broker-dealers, distributors and banks, each with their own profile. This model now
allows Trading participants (PN) to access our systems.
PN is the definition we have adopted to refer to institutions that access the market we manage using the structure of one or
several PNPs, thereby creating new arrangements and business models.
Permits granting rights of access to the Bovespa and BM&F segments are granted only to brokerage firms, securities dealers,
commodity brokers and investment banks. Banks are also permitted to access the Fixed Income and organized OTC markets.

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Our board of directors reviews and evaluates applications for access permits pursuant to applicable regulations and article 30,
item hof our bylaws.

Operational Qualification Program (PQO)


Taking it account that Brokers and brokerage firms typically represent an im portant distribution channel for our products and
for the very nature of their business they work actively in prospecting and expanding our end customer base, we launched in
2005, the PQO with the purpose of certify the quality of the services offered by b rokers and brokerage firms. Consistent with
the program, we adopted several criteria to grant a number of qualification seals classed by category of investment
intermediation services provided granting higher standards of efficiency and performance.
These certification seals include the following: Agro Broker (for brokers that focus on intermediation of trades in agricultural
commodity derivatives); Carrying Broker (for brokers that operate as clearing agents and as custodians for securities);
Execution Broker (for brokers that focus on providing trading services to institutional investors); Retail Broker (for brokers
whose customer base comprises mainly retail/individual investors). Furthermore, in order to obtain a certification seal, the
PQO Certification Committee, consisting of stock exchange executives and employees, must issue a favorable opinion.
An audit process has been conducted by the BSM since 2012 to verify compliance with the rules set forth in the Basic Script.
Regarding the Specific Script, assessment is performed by the BM&FBOVESPA itself based on the values of the indicators
measured by the participants.
c.

Market characteristics in relevant operating segments.


i. Market share per segment.

Because we operate the only domestic exchange and OTC markets for listed equities and derivatives, as of December 31, 2013,
2014 and 2015 our share in these markets was 100%.
According to data compiled by the Futures Industry Association and released in the FIA Magazine, in the years 2013 and 2014
we were the worlds fifth largest derivatives market by volume of contracts negotiated, falling to sixth place in 2015, taking into
account the BM&F segment (financial and commodity derivatives) and Bovespa segment (equities and index forwards and
options). We are the sole provider of registration services of OTC derivatives guaranteed by a central counterparty (CCP) in Brazil,
with almost 20% of outstanding contracts, whether collateralized or not.
With regard to the trading of Brazilian stocks our share of volume was 64.2% in 2013 and 62.5% in 2014, and 63.6% in 2015,
while the remainder correlates with on-exchange transactions in U.S. markets, such as the New York Stock Exchange, or NYSE.
Moreover, it is important to point out that while between 2004 and 2015 our stock market registered 153 initial public offerings,
only five of which registered offerings on the NYSE.
Moreover, according to data (in US dollars) compiled by the World Federation of Exchanges (WFE), in 2015 our stock market
(Bovespa segment) ranked 19th worldwide in terms of gross process raised in equity offerings, in US dollar terms, 20 th in terms
of average daily trading value and 21st in terms of equity market capitalization. And according also to WFE data, as measured in
terms of volume traded, equity market capitalization and volume of equity offerings, we are the by far leading Latin American
exchange.
ii. Competitive market conditions

Brazilian Exchange Industry


The Brazilian stock market industry began in 1845 with the creation of the Rio de Janeiro Stock Exchange (Bolsa de Valores do
Rio de Janeiro), or BVRJ. Other stock exchanges emerged later, including in 1890 the So Paulo Stock Exchange, under the name
of Free Exchange (Bolsa Livre), which in 1895 changed to So Paulo Government Funds Exchange (Bolsa de Fundos Pblicos de
So Paulo). In the mid-1960s it was renamed Bovespa.
In 2000 an agreement was signed to consolidate the nine stock exchanges then operating in Brazil. Pursuant to this agreement,
all trading of equity securities on stock exchanges in Brazil moved to Bovespa. Five of those exchanges were later terminated by
their members.
In the case of the derivatives market, BM&F was organized in 1985 for the trading of this type of contracts.
Two well-defined trading segments emerged from the consolidation of the domestic stock markets referred to above: the trading
and post-trading of securities, equities derivatives and fixed income corporate securities operated by BOVESPA, and the trading
and post-trading of commodities, derivatives based on indices, interest rates and currency rates, and, beginning 2002, government
debt securities, operated by BM&F.

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Then, on May 8, 2008, the shareholders of Bovespa Holding S.A. and of BM&F S.A. approved the integration of the two exchanges
under a single company named BM&FBOVESPA S.A. Bolsa de Valores, Mercadorias e Futuros, the Brazilian Securities,
Commodities and Futures Exchange.
As of December 31, 2015, we had no local competition in either the securities or the derivatives exchange markets, or in the
organized OTC market for equity securities. However, we did have competitors in terms of markets for OTC derivatives,
government bonds and corporate debt securities, as well as registration of OTC financial instruments, in addition to having
competitors for certain services our subsidiary BM&FBOVESPA Settlement Bank provides. Nevertheless, we are feeling competition
from overseas markets where Brazilian companies can be traded by means of DRs (Depository Receipts). Moreover. Listed or
OTC derivatives contracts used by investors and participants operating in Brazil can be replicated on the exchange and OTC
markets in other countries.
d.

Seasonality, if any

We have no records suggesting our business is significantly influenced by seasonal factors, as we observe that trading volumes
may fluctuate for a number of reasons not clearly attributable to any seasonal event.
e.

Principal raw materials and supplies

Our relationships with suppliers and service providers are conducted in strict compliance with the notion of cooperative
relationships based on mutual good faith commercial relations. Our main suppliers are technology and IT solutions providers,
including servers, network equipment, mainframes and other hardware, equipment maintenance services, technical support and
specialist providers (in the case of special projects).
Typically, contracts and prices are negotiated by project or program. Where the price is agreed in foreign currency we will be
subject fluctuations in exchange rate, and where agreed in Brazilian Reais there may be adjustments for inflation, which typically
track the fluctuations of either the extended consumer price index (IPCA) or the general market price index (IGPM).
Our main suppliers and service providers include the following:

Software and hardware: Compusoftware, Oracle, CA Program, Red Hat, IBM, Tibco, HP, EMC, Hitachi, Cinnober, Calypso,
Compugraf, Capgemini, and Sungard
Services: 7COMm; Capgemini BRQ, 3CON, Promon, Prime up, T&M, Elogroup, Pitang, and Tempest
Telecom providers: Algar-CTBC, Telefnica, Telmex, and Nextel
Web hosting providers: UOL Diveo

7.4 - Customers whose purchases account for over 10% of total net revenues
In our case customer revenue concentration is not a factor of dependence, as our customer are the principals in trades carried
out on our markets, who for this purpose use our services.
7.5 - Material effects of government regulations on the business
a.

Special licensing requirements; background on relationships with licensing authorities.

Industry Regulation
Overview
The current regulatory framework governing the Brazilian financial system, which comprises the financial and capital markets, is
based on two main laws: (i) Law No. 4595/64, dealing with the organization of the Brazilian financial system and the roles of its
agents, including the Brazilian National Monetary Council (Conselho Monetrio Nacional), or CMN and the Central Bank; and (ii) Law
No. 6385/76, or Brazilian Securities Market Law, dealing with the organization of the Brazilian capital markets and the role of its
agents, creating the CVM, and defining its powers, sphere of competence and responsibilities.
Regulators
The Brazilian National Monetary Council, the Brazilian Central Bank and the Brazilian Securities Commission (Comisso de Valores
Mobilirios), or CVM, are primarily responsible for regulating activities conducted in the Brazilian financial and capital markets and for
monitoring the participants in these markets, each within its own sphere of competence.

Brazilian National Monetary Council (CMN)


The CMN members are the Minister of Finance, the Minister of Planning and Budgets and the Governor of the Central Bank. It
was created with the purpose of formulating the monetary and credit policies for the financial and capital markets. These policies

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Reference Form 2016 BM&FBOVESPA S.A. - Bolsa de Valores, Mercadorias e Futuros (BVMF3)

address matters as systemic credit availability, form of remuneration for credit transactions, operating limits attributable to
financial institutions, regulations regarding foreign investments in Brazil and foreign exchange.

Central Bank of Brazil

The Central Bank is a federal agency under the Ministry of Finance responsible for implementing the monetary and credit policies
established by the CMN, regulating the foreign exchange market and foreign investment flows in Brazil, licensing financial
institutions to operate in the domestic market and overseeing the operations of financial institutions.
Additionally, acting within the realm of the Brazilian payment system, the Central Bank is responsible for issuing operating licenses
to clearing facilities and clearing and settlement agents, as well as for the registration and centralized deposit of financial securities,
and the registration of any encumbrance or liens regarding the financial securities deposited.

Brazilian Securities Commission (CVM)


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

Our business, and government licenses and consents


As stated in article 3 of the Bylaws, three of the activities included in our corporate purposes are particularly important for
purposes of determining the applicability of certain regulatory licensing and consent requirements, as follows: (i) operation and
management of organized securities markets; (ii) provision of services for registration, clearing and settlement of transactions
carried out in any of our markets; and (iii) provision of services as central securities depository and provision of fungible and nonfungible custodial services for securities and bonds.
Under article 18 of the Brazilian Securities Market Law (Law No. 6385/76, as amended), the operation and management of
organized securities markets by us are subject to consent and oversight by the CVM.
In addition, the CVM issued Ruling 461/07, which regulates the formation, organization, operation and extinction of exchange
markets (whether for stocks, commodities or derivatives) and organized over-the-counter markets, or OTC markets. This means
our organization and operations are subject to direct oversight from the CVM, who has authority to validate regulatory rules
we may issue in connection with the operation of markets we operate, including rules concerning requirements for the
granting of access permits to prospective market participants and events of access permit withdrawal, issuance of standard setting rules and guidelines, definition of contract specifications, rules on order characteristics and on transactions permitted
in markets we manage as well as rules on surveillance and auditing structures and processes, among other things.
In accordance with the requirements of CVM Ruling 461/07, the CVM Board in a plenary session held on May 19, 2009,
confirmed our license to operate and manage stock exchange and organized OTC markets.
Under article 17, paragraph 1 of the Law No. 6385/76, we are a market operator and operator of clearinghouses that, in
such capacity, act as a self-regulatory and market surveillance organization, responsible for monitoring and overseeing
market participants and the transactions carried out on our markets. Our self -regulatory and market surveillance arm is
BM&FBOVESPA Market Surveillance (BSM), a not-for-profit mutual association created for that purpose in accordance with
CVM Ruling 461/07. BSM maintains close relationships with the regulators, in particular the Central Bank and the CVM. It
is also responsible for keeping the CVM abreast of market developments and providing the market regulator with periodic
reports of its market surveillance operations.
Moreover, the CVM also regulates the service of central securities depository, and the pledging of these securities according
to CVM Ruling 541/13, pursuant to Law 12810/13 and article 63-A of Law 10931/04. The license to operate as a central
securities depository and pledge securities was approved by CVM, pursuant to CVM Ruling 541/13 of December 16, 2015,
together with the corresponding rulings referred to above.
Under Law No. 10214/01, activities involving clearing and settlement services, which we pro vide through our four clearing
facilities (the derivatives, FX and bonds clearinghouses for BM&F segment and the Bovespa segment clearinghouse for equities
and corporate debt securities) are subject to the regulatory and oversight authority of both the CVM and the Central Bank.
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Law No. 10214/01 governs clearing and settlement activities within the scope of the Brazilian Payment System. Supplementary
regulations have been issued by the CMN and the Central Bank, in particular under CMN Resolution 2,882, which regulates
payment systems and transactions related to securities and delegates authority for the Central Bank to issue additional
regulation concerning (i) clearing facilities, (ii) licenses for the operation of clearing and settlement systems; and (iii)
surveillance of these activities and enforcement of related rules, include imposition of sanctions, as per Circular No. 3057.
Pursuant to Communiqu 9419 dated April 18, 2002, the Central Bank granted BM&F licenses to operate a derivatives
clearinghouse and a FX clearinghouse, while having granted Bovespa (through CBLC, then a subsidiary which later merged
with Bovespa) a license to operate the equities clearinghouse; Communiqu 12789 dated December 21, 2004, granted BM&F
a license to operate the bonds clearinghouse; Communiqu 13750 dated September 29, 2005, authorized the derivatives
clearinghouse to expand the scope of its business operations; and Communiqu 26265, dated August 7, 2014, authorized the
BM&FBOVESPA Clearing, in addition to announcing the cancellation of the approval for the BM&FBOVESPA derivatives
clearinghouse. On February 4, 2016, the Central Bank announced to the systems operating within the Brazilian Payments System
that carry out the activities covered by Circular 3057, dated August 31, 2001 and Circular 3743, dated January 8, 2015, and are
monitored and evaluated based on governing laws and regulations, as well as on the Principles for Financial Market Infrastructures
PFMI, the BM&FBOVESPA Foreign Exchange Transactions Settlement and Clearinghouse, the Clearinghouse for Settling and
Managing Transaction Risks on the Bovespa Segment and the BM&FBOVESPA Central Bonds Depositary, the BM&FBOVESPA Bond
Registration and Settlement Clearinghouse and the BM&FBOVESPA Clearing (BACEN Communiqu No. 29078).
We are in close contact with both the Central Bank and the CVM due to both the nature of our business and their oversight
responsibilities.
b.

Adopted environmental responsibility policy and practices, including adherence to international


environmental protection standards; compliance costs.

We have not expressly adhered to international environmental standards and our activities are not subject to special environmental
regulatory requirements because the nature of our business entails no direct negative impact on the environment. As a result we
incur no material compliance costs and do not adopt any particular set of practices for protection of the environment. However, the
BM&FBOVESPA follows local and international laws and covenants that may result on the taxation and/or creation of cape and
trade (trading of emissions, including carbon and coal), in connection with mandatory reduction targets and the offering of
climate-change related products. We highlight that the principal agricultural commodities traded on the exchange (coffee, corn,
soybean, fat cattle and ethanol) are subject to physical events that may influence their prices, as well as the value of listed
companies whose activities are connected to them. Regarding the company, these regulatory and climate-related risks are
considered indirect and cannot be estimated on a quantitative basis, although they are monitored within the scope of their risk
matrix. In terms of waste management, the BM&FBOVESPA is in compliance with the National Policy on Solid Waste.
Aiming at increasing the Companys transparency and controls regarding its Greenhouse Gas (GHG) emissions impact, and in order
to support actions relating to reduction of emissions and improvement of processes, since 2009 the Company has been carrying out
its GHG inventory covering scopes 1, 2 and 3. Since 2010, our GHG inventory has been analyzed by independent auditors and made
available at the Public Emissions Registry of the Brazilian GHG Protocol Program. The offsetting of GHG emissions by the
BM&FBOVESPA has been carried out since 2013, when we offset our emissions regarding the years of 2011 and 2012. Since then,
this process has been performed on an annual basis. Additionally, the conduction of BM&FBOVESPAs GHG Emissions Inventory is
also a requirement for participation of the exchange in the Carbon Efficient Index (ICO2).
Still, we are committed to building social and environmental responsibility awareness and accordingly, we participate in the UN Global
Compact that brings together different companies in the search for sustainable global economic growth. Also, BM&FBOVESPA was
the worlds first exchange to become a signatory to this commitment. In this context, we are a member of the Brazilian Committee
of the Compact, and also a participant in the Energy and Climate working group and in the SDG (Sustainable Development Goals)
Commission.
The transparency of social and environmental information is among the strategic measures adopted by the BM&FBOVESPA, in
compliance with its Sustainability Policy. Since 2009, BM&FBOVESPA has answered CDPs annual Climate Change Program
questionnaire (Driving Sustainable Economies), being also a member of the Advisory Committee for this initiative. For the third
year, in 2015, BM&FBOVESPA was classified as one of the 10 Brazilian companies with best transparency. Still in 2015,
BM&FBOVESPA ranked third among emerging countries companies with the best disclosure of their CO2 absolute emissions,
according to the Et BRICS 300 2015 survey of the Carbon Ranking Report 2015, published by British consulting firm
Environmental Investment Organization.
As a pioneer in including responsible investment among its strategies towards real sustainable development, BM&FBOVESPA was
the worlds first stock exchange to sign the UN Global Compact (2004); the first exchange in an emerging country to assume an
official commitment to the Principles on Responsible Investment (2010); and the first exchange to become an organizational
stakeholder of the Global Reporting Initiative GRI (2010), whose methodology is adopted by the Company in its Annual Report.
In 2012, the BM&FBOVESPA was also a founding member of the United Nations Sustainable Stock Exchanges initiative, and,
since 2014, it has been a member of the Sustainability Working Group of the World Federation of Exchanges (WFE).

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c.

Dependence on patents, trademarks, licenses, concession grants, franchise arrangements or other


royalty-related contracts, which are material for the course of business.

Given the nature of our business, intellectual property assets can be critical to our operations, in particular IT-related assets which
in some cases may have been licensed from third parties. The information below provides an overview of these assets, which are
discussed in further detail under subsections 9.1(b) and 9.2 of this Reference Form.
i.

Patents and trademarks

BM&FBOVESPA and its subsidiaries own a number of registered trademarks, in addition to trademark applications previously filed
with the National Institute of Industrial Property (Instituto Nacional da Propriedade Industrial), or INPI, some of which are listed
under subsection 9.1 of this Form). Our main trademarks and service marks include BM&FBOVESPA, BM&FBOVESPA A Nova
Bolsa, BM&F, BM&F Brasil, GTS - Global Trading System, Bolsa Brasileira de Mercadorias, BM&F Trading System,
Sisbex, Bovespa, Ibovespa, Novo Mercado BM&FBOVESPA, PUMA Trading System BM&FBOVESPA, BM&FBOVESPA The
New Exchange, BM&FBOVESPA Clearing and CORE Closeout Risk Evaluation Estrutura de Avaliao de Risco para
Contrapartes Centrais, which are either currently registered or are the subject of trademark applications previously filed with the
INPI, classifying as trademarks or services marks in the several categories of services and products we and our subsidiaries offer.
In addition, as of December 31, 2015, we had 61 trademarks (in addition to 3 applications) in other countries in South America,
Europe, Asia, South Africa and the United States, including trademarks as BM&FBOVESPA, Bovespa Bolsa de Valores de So
Paulo, Ibovespa and Bovespa So Paulo Stock Exchange (some of them are equally shown in subsection 9.1).
We periodically evaluate and review our portfolio of brands, marks and logos, taking steps to adjust it our strategy as may be
appropriate.
As of December 31, 2015, we had 5 patent applications pending at the INPI in Brazil, and one patent application pending in the
United States. These applications are related to our GTS trading system, and our CORE project, as well as a functionality involving
our PUMA Trading System electronic trading platform. The patent application regarding the Brazil Easy Investing Project was
assigned to the Chi-Fix company in September 2015 due to the end of the partnership with BM&FBOVESPA. However, said
company has later on decided to suspend the project.
ii.

Domain names

As of December 31, 2015, BM&FBOVESPA and its subsidiaries owned 107 domain names registered on behalf of the Company in
Brazil and 9 domain names registered abroad, all on behalf of our Company. As of the same date, our main registered domain
names were bmfbovespa.com.br, bmfbovespa.com, bvmf.com.br, bmf.com.br, sisbex.com.br, www.bovespa.com.br,
www.abolsadobrasil.com.br and www.bovespaonline.com.br.
iii.

Computer programs and software

Computer programs and software performs a fundamental role in our business operations. Accordingly, we keep strict controls
for the licensing of computer programs and software we use or implement. For additional information on program and software
licensing, see subsection 9.1(b) of this Form. The Company has also filed two applications with the INPI for licensing of computer
programs.
7.6 - Material revenues from local and foreign customers
a.

Revenues attributable to customers based in the issuers home country, including as a percentage of
total net revenues

We estimate domestic investors accounted for about 61.2% of the overall volume traded on our markets in the year ended
December 31, 2015.
b.

Revenues attributable to foreign customers on a per-country basis, including as a percentage of


total net revenues

Investors based in the United Kingdom, United States and the Netherlands accounted for 12.7%,12.3% and 8.0%, respectively,
of the overall value traded in 2015 on markets comprising the Bovespa segment, which means these investors accounted for
estimated 4.5%, 4.4% and 2.9%, respectively, of our total revenue for 2015. In turn, our BM&F segment, investors based in the
United States, the United Kingdom, and Holland accounted for 22.6%, 6.5% and 3.8%, respectively, of the overall volume traded
in 2015, which means these investors accounted for approximately 9.7%, 2.8% and 1.6%, respectively, of our total revenue for
2015.
c.

Total revenues attributable to customers based elsewhere other than in Brazil, including as a
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Reference Form 2016 BM&FBOVESPA S.A. - Bolsa de Valores, Mercadorias e Futuros (BVMF3)

percentage of total net revenues


We estimate foreign investors accounted for about 38.8% of the overall volume traded on our markets in the year ended
December 31, 2015.
7.7 - How the laws and regulations of foreign jurisdictions influence the business
We are subject to the regulatory authority of the U.S. Commodity Futures Trading Commission, or CFTC, which regulates the US
derivative markets with respect to:
Providing local market participants with direct electronic access to U.S. derivatives markets.
On September 26, 2008, under a no-action letter, we were authorized by the CFTC to provide direct access to trading systems in
U.S. derivatives markets for the trading of derivative contracts previously approved by the CFTC by US-based investors. As a
condition for maintain this authorization we are obligated to comply with requirements stipulated by the CFTC, such as reporting
information on trading volumes, requests to trade new contracts and changes to our organizational structure, among others.
It is important to point out that the CFTC applies specific rules for investors resident in the United States to trade stock indexbased derivatives. According to those rules, a foreign exchange offering derivatives based on a stock index must meet certain
contract-related requirements where the underlying compilation cannot be s narrow-based security index, as defined in the
Commodity Exchange Act).
Accordingly, on August 26, 2009, the CFTC provided supplementary approval to the previous approval, whereby investors resident
in the United States are permitted to trade, via our direct access, the following futures contracts and strategies:

Bovespa Index Futures (or Ibovespa Futures);


Mini-sized Ibovespa Futures;
Forward Points on Ibovespa Futures (FWI);
Ibovespa Futures Rollover (IR1).

The CFTC authorization also covers DMA trading, including order routing through Globex, CME Groups trading system.
The BM&FBOVESPA is also subject to the European Market Infrastructure Regulation (EMIR), which defines the principles for
registration and settlement of derivatives in the European Union through a qualified CCP (QCCP). According to EMIR, CCPs with
jurisdictions outside the European Union will only be deemed as qualified upon:
Recognition by the European Commission, of the equivalence of a countrys normative framework applicable to legal entities
that provide clearing and settlement services;
Recognition of the CCP by the European Securities Market Authority (ESMA).
Recognition by the European Commission of the normative framework of a country as equivalent to EMIRs depends on fulfillment
of three conditions:
The countrys risk management requirements applicable to CCPs must be considered equivalent;
The countrys supervision regime applicable to CCPs must be considered equivalent;
The country must have similar procedures for recognition of international CCPs (reciprocity), for these CCPs to be able to
provide clearing services to clearing members or trading platforms established in the respective country.
In 2014, the BM&FBOVESPA submitted to ESMA a full request for qualification of its clearings. The recognition of equivalence of
BM&FBOVESPAs normative framework by ESMA is still pending.
By means of Circulars 3772, 3773 and 3774 of December 1, 2015, and Communiqu 29078, of February 2, 2016, the Central
Bank of Brazil regulated the recognition of foreign central counterparties as entities qualified by it, setting the grounds for the
European Commission to continue the process of recognition of equivalence of the Brazilian legal and regulatory regime and thus
establishing the reciprocity clause between the jurisdictions, and, consequently, authorizing the execution of the cooperation
agreement between ESMA and the Brazilian authorities. These conditions precedent are required for ESMA to recognize
BM&FBOVESPAs CCPs.
7.8 - Social and environmental policies
a. whether the issuer disclose social and environmental data
Yes. Since 2010, base-year 2009 (or the seventh consecutive year), BM&FBOVESPA has been publishing its annual
sustainability report in accordance with the Global Reporting Initiative (GRI) methodology. We were the second exchange
worldwide and the first in the Americas to adopt this model.
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b.

the methodology used for preparing this information

The 2015 Annual Report was prepared based on the GRI G4 methodology.
c.

whether this information is audited or reviewed by an independent entity

The social and environmental information is not audited by an independent entity.


d.

Give the web page on which this information can be found.

You may access our Annual Reports on our Investor relations website at www.bmfbovespa.com.br/ri under Financial
Information, Annual Reports (link to the Annual Report).
7.9 - Additional reportable information.
There is no additional reportable information that has not been dealt with in section 7.

8. NON-RECURRING BUSINESS
8.1 - Acquisition or disposal of any material asset that is not classified as a regular transaction in the business
of the Company
CME Group
In September 2015, BM&FBOVESPA disposed of 20% of its equity in the CME Group (equivalent to 3,395,544 Class A Common
Shares, or 1% of total shares issued by the CME Group), reducing its equity interest to 13,582,176 shares (4% of total shares
issued by the CME Group), according to the Notice to the Market published on September 9, 2015.
In a subsequent transaction, which was disclosed in the Material Fact dated April 7, 2016, the Company disposed of its total
equity, or 4%, of the total shares issued by the CME Group. The purpose of this transaction was to raise funds to meet the needs
of the Company in the context of the proposed business combination with CETIP S.A. Mercados Organizados (see item 6.5 and
15.8 for further information).
Bolsa de Comercio de Santiago
BM&FBOVESPA purchased 10.4% interest in Bolsa de Comercio de Santiago, Chile, as per Notices to the Market of March 31 and
May 5, 2015 and July 8, 2016, an investment of approximately R$52 million. The initiative reflects the Companys strategy to take
advantage of partnership opportunities with other exchanges.
Bolsa Mexicana de Valores
In April 2016, the BM&FBOVESPA announced the acquisition of an interest of approximately 4.1% in the Bolsa Mexicana de
Valores, an investment worth around R$136 million. The Bolsa Mexicana de Valores is a 120-year business that belongs to a
vertical and integrated group of leading Mexican companies that provide services on the capital, derivatives and debt securities
markets, as well as post-trade services and information and value added products. This action was part of the Companys
strategic plan to search for opportunities of expansion in activities related to its business.
Bolsa de Valores de Colombia
In July 6, 2016, the BM&FBOVESPA acquired an interest of 9.9% in Bolsa de Valores de Colombia, an investment of 39.8 billion
Colombian pesos (approximately R$44 million). Founded in 2001, as a result of the merger between two other Exchanges, BVC
manages trading platforms for equities markets, listed derivatives and fixed income (corporate and government securities).
Through its affiliates, it is also present in other parts of the chain, such as distribution of market data, OTC and FX markets,
clearing and settlement services, central securities depositary, among others.
Bolsa de Valores de Lima
In January 26, 2017, the BM&FBOVESPA acquired an interest of 8.59% in Bolsa de Valores de Lima, in an investment of 50.7
million of Nuevos Soles Peruanos (approximately R$49 million). Additionally, BM&FBOVESPA appointed a member to its Board of
Directors. With over 150 years of history, BVL currently manages trading platforms for stocks (local and foreign), ETFs, public
and private fixed income and a venture market. It is also investing in companies with strategically complementary businesses,
such as clearing, settlement and technology
56

Reference Form 2016 BM&FBOVESPA S.A. - Bolsa de Valores, Mercadorias e Futuros (BVMF3)

8.2 - Material changes in the way the Company conducts its business
There were no material changes in the way the Company conducts its business.
8.3 - Material agreements entered into by the Company and its subsidiaries not directly related to operations
There were no material agreements entered into by the Company and its subsidiaries not directly related to operations.
8.4 - Additional reportable information.
On April 8, 2016, the BM&FBOVESPA announced completion of negotiations for the business combination with Cetip S.A
Mercados Organizados (Cetip) (transaction) through a corporate restructuring whereby Cetips shareholders will hold
approximately 11.8%2 of BM&FBOVESPAs capital stock.
The merits of the transaction between BM&FBOVESPA and Cetip span across regulators, clients and shareholders through the
creation of a world-class market infrastructure company with major systemic importance and well-prepared to compete on a
global market that is increasingly sophisticated and challenging, thus enhancing the safety, soundness and efficiency of the
Brazilian market. This combination of talents and strengths will be a milestone in Brazils financial and capital markets.
It is worth stressing must stress that this transaction was approved by the respective Shareholders meetings of BM&FBOVESPA
and Cetip, which were held on May 20, 2016. The completion of the transaction is contingent on approval by the following
government authorities: CVM (Brazilian Securities Commission), the Central Bank of Brazil and Cade (Brazilian Antitrust Authority).
For further information and details about the proposal, see the Material Facts disclosed on April 8 and April 15, 2016, and the
Notice for the Shareholders Meeting.

9. MATERIAL ASSETS
9.1 - Description of non-current assets that are material for the issuers business
a.

Fixed assets

Type of property
Building
High rise
High rise
High rise
High rise
Office room

b.

Property address
Praa Antonio Prado, 48
Rua XV de Novembro, 275
Rua Florncio de Abreu, 195
Rua Ricardo Prudente de Aquino, n 85 | Lote 02 Gleba 4
Av. Ceci, 1,850 district of Tambor
Rua Lbero Badar, 471, 4th floor

City
So Paulo
So Paulo
So Paulo

State
So Paulo
So Paulo
So Paulo

Owned/Rented/Leased
Owned property
Owned property
Owned property

Santana de Parnaba

So Paulo

Owned property

Barueri
So Paulo

So Paulo
So Paulo

Rented property
Rented property

Intangible assets, such as patents, trademarks, licenses, concessions, franchises, technology


transfer agreements and domain names on the web

1) Material registered trademarks and trademark applications in Brazil


Asset description
Territory covered
Effective life
Events potentially
triggering loss of
trademark rights
Effects of loss of
rights

Subsection 9.2 of this Form sets forth a list of all our material registered trademarks and trademark applications in Brazil.
Brazil.
10 years from the registration date (renewable for like periods) - per Industrial Property Law (Law No. 9279/96).
Other than legally prescribed events, we are not aware at this time of any circumstance which could lead to loss of
rights on any particular trademark. Moreover, we do not anticipate facing any event that could result in loss of rights
on any particular trademark, which have not been contested in any way, whether administratively or through the
courts.
A loss of rights under any registered trademark could entail inability to prevent other parties from using the
trademarks and, possibly, discontinuance of use, neither of which is anticipated by us by virtue of the information
provided in the item above.

This estimate considers that, on the date of the Transaction, CETIP will have 264,883,610 shares (taking into account a total of 262,978,823 shares, except for
3,513,011 Treasury shares, including 5,417,798 shares originated from the early vesting of stock options plans), while BM&FBOVESPA will have 1,782,094,906 shares
(taking into account a total of 1,815,000,000 shares, except for 32,905,094 Treasury shares). The interest of CETIPs current shareholders in BM&FBOVESPAs capital
stock will depend on the number of outstanding shares of the two Companies on the date of Settlement.

57

Reference Form 2016 BM&FBOVESPA S.A. - Bolsa de Valores, Mercadorias e Futuros (BVMF3)

2) Material trademarks registered elsewhere other than in Brazil


Asset description
Territory covered
Effective life
Events
potentially
triggering loss of
trademark rights
Effects of
loss of rights

Subsection 9.2 of this Form sets forth a list of our material registered trademarks abroad.
Canada, Office of Harmonization for the Internal Market (or OHIM, in English), Switzerland, Chile, Spain, France,
United Kingdom, Hong Kong, Japan, South Korea, Mexico, Portugal, Paraguay, Singapore, Taiwan, USA and Uruguay,
as stated in the list provided in subsection 9.2 below.
The effectively life typically spans 10 years after the registration date, renewable for identical periods (the effective life of
trademarks registered abroad is pursuant to the legislations of the countries in which the registration was requested).
Other than legally prescribed events, we are not aware at this time of any circumstance which could lead to loss of
rights on any particular trademark. Moreover, we do not anticipate facing any event that co uld result in loss of rights
on any particular trademark, which have not been contested in any way, whether administratively or through the
courts.
A loss of rights under any registered trademark could entail inability to preven t other parties from using the
trademarks and, possibly, discontinuance of use, neither of which is anticipated by us by virtue of the information
provided in the item above.

3) Patent applications in Brazil


Asset description
Territory covered
Effective life
Events
potentially
triggering loss of
trademark rights
Effects of
loss of rights

Subsection 9.2 of this Form sets forth a list of our patent applications in Brazil.
Brazil.
Pursuant to the Industrial Property Law (Law No. 9279/96), 20 years from the patent deposit date. However, you
should note that as of the date of this Form, no patents had been issued to us.
Other than legally prescribed events, we are not aware at this time of any circumstance which could lead to loss of
rights on any particular patent application. Moreover, we do not anticipate facing any event or circumstance which
could result in loss of rights on any particular patent application. No patent application has been contested in any way,
whether administratively or through the courts.
A loss of rights under any patent or patent application could entail inability to prevent other parties from using the
patents and, possibly, discontinuance of use, neither of which is anticipated by us by virtue of the information provided
in the item above.

4) Cross-border patent applications and international patent applications under the Patent Cooperation Treaty (PCT)
Asset description
Territory covered
Effective life
Events
potentially
triggering loss of
trademark rights
Effects of
loss of rights

Subsection 9.2 of this Form sets forth a list of patent applications abroad.
United States of America.
Pursuant to applicable legislation in the jurisdictions in which patent applications have been filed, 20 years from the
patent deposit date. However, you should note that as of the date of this Form, no patents had been i ssued to us
elsewhere other than Brazil.
Other than legally prescribed events, we are not aware at this time of any circumstance which could lead to loss of
rights on any particular patent application. Moreover, we do not anticipate facing any event which could result in loss
of rights on any particular patent application. No patent application has been contested in any way, whether
administratively or through the courts.
A loss of rights under any patent application could entail inability to prevent other parties from using the subject matter of the patent and, possibly, discontinuance of use, neither of which is anticipated by us by virtue of the
information provided in the item above.

5) Technology transfer agreements


Asset description
Territory covered
Effective life
Events
potentially
triggering loss of
trademark rights

To the best of our knowledge, there have been no events which would imply loss of our rights under any existing
technology agreement, which rights have not been challenged by any third party under jud icial proceedings or
otherwise.
We do not anticipate losing any such contractual rights. Additionally, we could resort to using alternative technology
solutions that could replace those currently used by the Company if the relevant technology agreement were to
terminate.

Effects of
loss of rights

c.

Subsection 9.2 of this Form sets forth a list of existing technology agreements.
Brazil.
As stated under subsection 9.2.

Companies in which the issuer holds ownership interest


Corporate name

Based in (city state - country)


Business
Ownership interest (%)
CVM Registration (code)
Reasons to acquire and to hold the investment
Investment carrying value (in R$ thousands)

BM&FBOVESPA Settlement Bank (C.N.P.J.: 00.997.185/0001-50)


(Banco BM&FBOVESPA de Servios de Liquidao e Custdia S.A.) Subsidiary
So Paulo, SP, Brazil
Facilitates clearance and settlement of transactions carried out on BM&FBOVESPA markets; acts as
an important risk mitigation and operational support vehicle
100.0
Not registered as a publicly held company
Facilitating the settlement and the custody of assets for holders of access rights and for
clearinghouses.
72,903 (at December 31, 2015)

58

Reference Form 2016 BM&FBOVESPA S.A. - Bolsa de Valores, Mercadorias e Futuros (BVMF3)
Investment market value
based on year-end stock quote (in R$ thousands)
Appreciation or depreciation of investment in the last
three years based on carrying value (in R$ thousands)
Appreciation or depreciation of investment in the last
three years based on year-end stock quote (in R$
thousands)
Total dividends received in the last three years (in R$
thousands)
Corporate name
Based in (city state - country)
Business

Ownership interest (%)


CVM Registration (code)
Reasons to acquire and to hold the investment
Investment carrying value (in R$ thousands)
Investment market value based on year-end stock quote
(in R$ thousands)
Appreciation or depreciation of investment in the last
three years based on carrying value (in R$ thousands)
Appreciation or depreciation of investment in the last
three years based on year-end stock quote (in R$
thousands)
Total dividends received in the last three years (in R$
thousands)
Corporate name
Based in (city state - country)
Business
Ownership interest (%)
CVM Registration (Code)
Reasons to acquire and to hold the investment
Investment carrying value (in R$ thousands)
Investment market value based on year-end stock quote
(in R$ thousands)
Appreciation or depreciation of investment in the last
three years based on carrying value (in R$ thousands)
Appreciation or depreciation of investment in the last
three years based on year-end stock quote (in R$
thousands)
Total dividends received in the last three years (in R$
thousands)
Corporate name
Based in (city state - country)
Business
Ownership interest (%)
CVM Registration (Code)
Reasons to acquire and to hold the investment
Investment carrying value (in R$ thousands)
Investment market value based on year-end stock quote
(in R$ thousands)
Appreciation or depreciation of investment in the last
three years based on carrying value (in R$ thousands)
Appreciation or depreciation of investment in the last
three years based on year-end stock quote (in R$
thousands)
Total dividends received in the last three years (in R$
thousands)
Corporate name
Based in (city state - country)

Not applicable
None (except for a positive equity-method adjustment, in the amount of R$12,451).
Not applicable
Interest on shareholders equity at December 31, 2015: 4,000
Interest on shareholders equity at December 31, 2014: 2,950
Interest on shareholders equity at December 31, 2013: 2,750
BVRJ - Rio de Janeiro Stock Exchange (Bolsa de Valores do Rio de Janeiro) (C.N.P.J.:
33.660.648/0001-43) Subsidiary
Rio de Janeiro, RJ, Brazil
BVRJ is an inactive stock exchange. Since 2004 it rents out space in part of the building where
its registered office is located. The Rio Exchange Convention Center leases space for seminars,
congresses, conferences, professional training sessions, private meetings, and similar other
events, enabling the organization of meetings with different formats and adapting to several
types of institutional or social events. See the information under subsection 7.9 of this Form.
86.95
Not registered as a publicly-held company.
Due to the evolution of the stock market, from 2000 on, several integration agreements
transferred Brazilian equity trading to the So Paulo Stock Exchange. In 2002, BM&F acquired the
membership certificates in the Rio de Janeiro Stock Exchange, which gave it control over the
rights to manage and operate the government bonds trading system, or Sisbex.
67,385 (at December 31, 2015)
Not applicable
None (except for a positive equity-method adjustment, in the amount of R$8,126).
Not applicable
0.00
BM&F (USA) Inc. (C.N.P.J.: N/D) Subsidiary
New York, NY, U.S.A.
Provides support to securities and commodities brokers trading for foreign clients and the
relationship with foreign regulatory and governmental bodies, as well as with foreign stock
exchanges in analyzing potential strategic alliances, promotion of information on BM&FBOVESPA to
the foreign investors, and prospection of relevant international information.
100.0
Not registered as a publicly-held company
Establishing relationships with other exchanges and market regulators, prospecting new foreign
customers for the Brazilian market.
1,829 thousand (at December 31, 2015)
Not applicable
None (except for a positive equity-method adjustment, in the amount of R$218).
Not applicable
R$0.00
BM&FBOVESPA (UK) Ltd. (C.N.P.J.: N/D) Subsidiary
London, United Kingdom
Provides support to securities and commodities brokers trading for foreign clients and the
relationship with foreign regulatory and governmental bodies, as well as with foreign stock
exchanges in analyzing potential strategic alliances, promotion of information on BM&FBOVESPA to
the foreign investors, and prospection of relevant international information.
100.0
Not registered as a publicly-held company
Establishing relationships with other exchanges and market regulators, prospecting new foreign
customers for the Brazilian market.
2,345 thousand (at December 31, 2015)
Not applicable
None (except for a positive equity-method adjustment in the amount of R$106).
Not applicable
0.00
CME Group, Inc. (C.N.P.J.: N/D) Affiliate
Chicago, IL, U.S.A.

59

Reference Form 2016 BM&FBOVESPA S.A. - Bolsa de Valores, Mercadorias e Futuros (BVMF3)

Business

Ownership interest (%)


CVM Registration (Code)

Reasons to acquire and to hold the investment

The CME Group serves the risk management needs of customers around the world. As an
international marketplace, it attracts buyers and sellers to its electronic trading systems (CME
Globex) and open-outcry system. CME provides a wide range of products that includes all
major asset classes, such as: futures and options based on interest rates, equity indices,
foreign exchange rates, agricultural commodities, and other products, such as weather and
real estate.
4
A company registered with the U.S. Securities and Exchange Commission (SEC)
Global preferred strategic partnership whereby the two exchanges collaborate in identifying
strategic joint investment and commercial partnership opportunities with other exchanges
worldwide in securities and derivatives markets, in addition to jointly developing a new multiasset electronic trading platform.
(*) As of September 2015 the investment in CME Grou started to be treated as a financial
asset available for ale (for further information see item 9.2).

Investment carrying value (in R$ thousands)

4,805,033 (at December 31, 2015)

Investment market value based on year-end stock quote


at year-end (in R$ thousands)

4,805,033

Appreciation or depreciation of investment in the last


three years based on carrying value (in R$ thousands)
Appreciation or depreciation of investment in the last
three years based on year-end stock quote (in R$
thousands)
Total dividends received in the last three years (in R$
thousands)

See item 9.2 of this form.


December 31, 2015 807,253 (20.2%)
December 31, 2014 878,064 (28.1%)
December 31, 2013 1,361,772 (77.5%)
December 31, 2015 256,003
December 31, 2014 164,802
December 31, 2013 169,958

9.2 - Additional reportable information


CME Group
BM&FBOVESPA disposed of the 20% interest it held in the CME Group (equivalent to 3,395,544 Class A Common Stocks, or 1%
of total shares issued by the CME Group), reducing its equity interest by 13,582,176 shares (4% of total shares issued by the
CME Group), according to the Notice to the Market published in September 9, 2015.
In a subsequent transaction, which was announced in the Material Fact dated April 7, 2016, the Company disposed of its total
equity in the CME Group, or 4% of the total shares issued by the CME Group (13,582,176 shares). The purpose of this transaction
was to raise funds to meet its needs within the context of the proposed business combination with CETIP S.A. Mercados
Organizados (see item 15.8 and 8.4 for further information).
Bolsa de Comercio de Santiago
BM&FBOVESPA purchased an 10.4% interest of Bolsa de Comercio de Santiago, Chile, as per Notices to the Market of March 31
and May 5, 2015 and July 8, 2016, an investment of approximately R$52 million. The initiative reflects the Companys strategy to
take advantage of partnership opportunities with other exchanges.
Bolsa Mexicana de Valores
In April 2016, the BM&FBOVESPA announced the acquisition of an interest of approximately 4.1% in the Bolsa Mexicana de
Valores, an investment worth some R$136 million. The Bolsa Mexicana de Valores is a 120-year business that belongs to a
vertical and integrated group of leading Mexican companies that provide services on the capital, derivatives and debt securities
markets, as well as post-trade services and information and value added products. This action was part of the Companys
strategic plan to search for opportunities of expansion in activities related to its business.
Bolsa de Valores de Colombia
In July 6, 2016, the BM&FBOVESPA acquired an interest of 9.9% in Bolsa de Valores de Colombia, an investment of 39.8 billion
Colombian pesos (approximately R$44 million). Founded in 2001, as a result of the merger between two other Exchanges, BVC
manages trading platforms for equities markets, listed derivatives and fixed income (corporate and government securities).
Through its affiliates, it is also present in other parts of the chain, such as distribution of market data, OTC and FX markets,
clearing and settlement services, central securities depositary, among others.
Bolsa de Valores de Lima
In January 26, 2017, the BM&FBOVESPA acquired an interest of 8.59% in Bolsa de Valores de Lima, in an investment of 50.7
million of Nuevos Soles Peruanos (approximately R$49 million). With this investment, BM&FBOVESPA became the largest
shareholder of BVL and appointed a member to its Board of Directors. With over 150 years of history, BVL currently manages
trading platforms for stocks (local and foreign), ETFs, public and private fixed income and a venture market. It is also investing
in companies with strategically complementary businesses, such as clearing, settlement and technology.
60

Reference Form 2016 BM&FBOVESPA S.A. - Bolsa de Valores, Mercadorias e Futuros (BVMF3)

Supplemental Information to Subsection 9.1-b

1) Material registered trademarks and trademark applications in Brazil


Trademark
BM&F
IBOVESPA
BOVESPA
FUTURO IBOVESPA
BOLSA DE MERCADORIAS & FUTUROS - BM&F
BOVESPA BOLSA DE VALORES DE SO PAULO
BOVESPA BOLSA DE VALORES DE SO PAULO
BOVESPA
BTC - BANCO DE TTULOS CBLC
BRAZILIAN CLEARING AND DEPOSITORY
CORPORATION - CBLC
CBLC
MULTIBROKER
SISBEX
CBLC COMPANHIA BRASILEIRA DE LIQUIDAO E
CUSTDIA
CBLC COMPANHIA BRASILEIRA DE LIQUIDAO E
CUSTDIA
BOVESPA FIX MERCADO DE TTULOS DE DVIDA
CORPORATIVA
BM&F GLOBAL TRADING SYSTEM
BM&F BRAZILIAN MERCANTILE & FUTURES
EXCHANGE
BM&F BRASIL
BM&F TRADING SYSTEM
BM&F TRADING SYSTEM
BM&F TRADING SYSTEM
BM&F TRADING SYSTEM
BM&F TRADING SYSTEM
MEGA BOLSA MB
BOVESPA MAIS BRASIL
ISE NDICE DE SUSTENTABILIDADE EMPRESARIAL
NVEL 1 BOVESPA BRASIL
NVEL 2 BOVESPA BRASIL
NOVO MERCADO BOVESPA BRASIL
BANCO BM&F
BOVESPA
MERCADO INTERNACIONAL BOVESPA BDR - NO
PATROCINADO
MERCADO INTERNACIONAL BOVESPA BDR - NO
PATROCINADO
MERCADO INTERNACIONAL BOVESPA BDR - NO
PATROCINADO
BM&FBOVESPA
BM&FBOVESPA
BM&F BOVESPA A NOVA BOLSA
BM&F BOVESPA A NOVA BOLSA
IBOVESPA
IBOVESPA
SINACOR
iMERCADO
BVMF
BVMF
BVMF
DESAFIO BM&FBOVESPA
Educar BM&FBOVESPA
Educar BM&FBOVESPA
Educar BM&FBOVESPA
ndice BM&FBOVESPA Financeiro IFNC
ndice BM&FBOVESPA Financeiro IFNC
TJ3 BM&FBOVESPA A Nova Bolsa
TJ3 BM&FBOVESPA A Nova Bolsa
TJ3 BM&FBOVESPA A Nova Bolsa
TJ6 BM&FBOVESPA A Nova Bolsa
TJ6 BM&FBOVESPA A Nova Bolsa
TJ6 BM&FBOVESPA A Nova Bolsa
Novo Mercado BM&FBOVESPA
Novo Mercado BM&FBOVESPA

Case Record No.

Status

Class

Deposit date Registration date

812290143
813834600
813878128
813878144
816169683
820693081
200010476
820833193
821874640
821877259

Registered
Registered
Registered
Registered
Registered
Registered
Registered
Registered
Registered

36.50/60/70
NCL 36
NCL 36
NCL 36
NCL 36
NCL 36
NCL 42
NCL 36
36.10/70

11/7/1985
9/22/1987
10/29/1987
10/29/1987
7/4/1991
5/28/1998
5/29/1998
8/10/1998
12/15/1999

10/27/1987
2/6/1990
2/6/1990
2/6/1990
7/12/1994
4/3/2001
6/19/2001
2/17/2004
8/25/2009

Registered

36.10/70

12/16/1999

4/18/2006

821877348
822059380
822744260
822472791

Registered
Registered
Registered

36.10/70
NCL 36
NCL 36

12/16/1999
3/14/2000
5/22/2000

4/18/2006
10/13/2009
8/22/2006

Registered

NCL 36

7/27/2000

9/12/2006

Registered

NCL 38

7/27/2000

9/12/2006

822472813
823194264

Registered

NCL 36

4/23/2001

11/3/2010

823411656
823411680

Registered

NCL 36

7/5/2001

2/21/2007

Registered

NCL 36

7/5/2001

2/21/2007

823411710
826745741
826745750
826745768
826745776
826745784
827242328
827634048
828056102
828232202
828232296
828232253
900170212
829295089
829344411

Registered
Registered
Registered
Registered
Registered
Registered
Registered
Registered
Registered
Registered
Registered
Registered
Registered
Registered

NCL
NCL
NCL
NCL
NCL
NCL
NCL
NCL
NCL
NCL
NCL
NCL
NCL
NCL

7/5/2001
10/14/2004
10/14/2004
10/14/2004
10/14/2004
10/14/2004
3/17/2005
8/12/2005
1/20/2006
3/29/2006
3/29/2006
3/29/2006
1/30/2007
9/4/2007

2/21/2007
12/9/2008
9/11/2007
9/11/2007
9/11/2007
9/11/2007
11/20/2007
12/26/2007
3/18/2008
7/27/2010
7/27/2010
7/27/2010
5/17/2011
3/5/2013

Registered

NCL 36

10/9/2007

9/6/2011

Registered

NCL 42

10/9/2007

9/6/2011

Registered

NCL 16

10/9/2007

9/6/2011

Registered
Registered
Applied for
Applied for
Applied for
Registered
Registered
Registered
Registered
Registered
Registered
Registered
Registered
Registered
Registered
Registered
Registered
Applied for
Applied for
Applied for
Applied for
Applied for
Applied for
Registered
Registered

NCL 41
NCL 36
NCL 41
NCL 36
NCL 41
NCL 36
NCL 36
NCL 36
NCL 41
NCL 36
NCL 42
NCL 36
83046
NCL 16
NCL 41

5/6/2008
5/6/2008
12/8/2008
12/8/2008
12/8/2008
12/8/2008
2/5/2009
8/6/2009
8/7/2009
8/7/2009
8/7/2009
10/23/2009
12/21/2009
12/21/2009
12/21/2009
1/6/2010
1/6/2010
1/28/2011
1/28/2011
1/28/2011
1/28/2011
1/28/2011
1/28/2011
2/28/2011
2/28/2011

8/2/2011
8/2/2011

829344420
829344438
829678557
829678565
830006273
830006281
830006524
830006532
830050159
830322876
830323465
830323511
830323520
830404660
830467386
830467378
830467360
830501428
830501410
830863630
830863648
830863656
830863672
830863680
830863699
830876383
830876405

61

NCL
NCL
NCL
NCL
NCL
NCL
NCL
NCL
NCL
NCL

36
36
16
42
41
36
36
36
36
36
36
36
36
16

36
35
36
41
42
36
41
42
16
32

11/03/2015
2/1/2011
8/9/2011
5/15/2012
5/15/2012
5/15/2012
5/15/2012
8/21/2012
11/27/2012
12/31/2013
11/11/2014
11/27/2012
11/27/2012

07/08/2014
07/08/2014

Reference Form 2016 BM&FBOVESPA S.A. - Bolsa de Valores, Mercadorias e Futuros (BVMF3)
Novo Mercado BM&FBOVESPA
Novo Mercado BM&FBOVESPA
Novo Mercado BM&FBOVESPA
PUMA Trading System BM&FBOVESPA
PUMA Trading System BM&FBOVESPA
PUMA Trading System BM&FBOVESPA
BM&FBOVESPA The New Exchange
BM&FBOVESPA The New Exchange
BM&FBOVESPA The New Exchange
BRICSMART
BRICSMART
BRICSMART
BRICSMART
BRICSMART
CORE CloseOut Risk Evaluation ESTRUTURA DE
AVALIAO DE RISCO PARA CONTRAPARTES
CENTRAIS
CORE CloseOut Risk Evaluation ESTRUTURA DE
AVALIAO DE RISCO PARA CONTRAPARTES
CENTRAIS
BVSA BOLSA DE VALORES SOCIOAMBIENTAIS
BVSA BOLSA DE VALORES SOCIOAMBIENTAIS
BVSA BOLSA DE VALORES SOCIOAMBIENTAIS
BVSA BOLSA DE VALORES SOCIOAMBIENTAIS
BVSA BOLSA DE VALORES SOCIOAMBIENTAIS
iBalco
iBalco
iBalco
iBalco
SINCAD SISTEMA INTEGRADO DE CADASTRO
BM&FBOVESPA
SINCAD SISTEMA INTEGRADO DE CADASTRO
BM&FBOVESPA
SINCAD SISTEMA INTEGRADO DE CADASTRO
BM&FBOVESPA
SINCAD SISTEMA INTEGRADO DE CADASTRO
BM&FBOVESPA
BOVESPA MAIS N2 BM&FBOVESPA

830876413
830876448
830876456
831093226
831093234
831093242
831093250
831093269
831093277
840042922
840042957
840043066
840043155
840043228
840296568

840825544

BOVESPA MAIS N2 BM&FBOVESPA

840296584
840509715
840509693
840509685
840509669
840509650
840477139
840477163
840477090
840477074
840718349

Registered
Registered
Registered
Registered
Applied for
Applied for
Applied for
Applied for
Applied for
Applied for
Applied for
Applied for
Applied for
Applied for

NCL
NCL
NCL
NCL
NCL
NCL
NCL
NCL
NCL
NCL
NCL
NCL
NCL
NCL

Applied for

NCL 42

10/11/2012

Applied for

NCL 16

10/11/2012

Applied
Applied
Applied
Applied
Applied
Applied
Applied
Applied
Applied

NCL
NCL
NCL
NCL
NCL
NCL
NCL
NCL
NCL

5/9/2013
5/9/2013
5/9/2013
5/9/2013
5/9/2013
4/9/2013
4/9/2013
4/9/2013
4/9/2013

for
for
for
for
for
for
for
for
for

38
36
35
09
42
36
36
42
09
42
36
41
35
16

16
35
36
38
42
09
16
36
42

2/28/2011
2/28/2011
2/28/2011
8/17/2011
8/17/2011
8/17/2011
8/17/2011
8/17/2011
8/17/2011
3/2/2012
3/2/2012
3/2/2012
3/2/2012
3/2/2012

Applied for

NCL 09

11/26/2013

Applied for

NCL 16

11/26/2013

Applied for

NCL 36

11/26/2013

Applied for

NCL 42

11/26/2013

Applied for

NCL 16

04/22/2014

840825552

Applied for

NCL 35

04/22/2014

BOVESPA MAIS N2 BM&FBOVESPA

840825560

Applied for

NCL 36

04/22/2014

BOVESPA MAIS N2 BM&FBOVESPA

840825579

Applied for

NCL 38

04/22/2014

BOVESPA MAIS Nvel 2 BM&FBOVESPA

907599192

Applied for

NCL 16

04/23/2014

BOVESPA MAIS Nvel 2 BM&FBOVESPA

907599273

Applied for

NCL 35

04/23/2014

BOVESPA MAIS Nvel 2 BM&FBOVESPA

907599389

Applied for

NCL 36

04/23/2014

BOVESPA MAIS Nvel 2 BM&FBOVESPA

907599427

Applied for

NCL 38

04/23/2014

BM&FBOVESPA CLEARING

908269102

Applied for

NCL 09

09/12/2014

BM&FBOVESPA CLEARING

908269110

Applied for

NCL 35

09/12/2014

BM&FBOVESPA CLEARING

908269145

Applied for

NCL 36

09/12/2014

BM&FBOVESPA CLEARING

908269153

Applied for

NCL 09

09/12/2014

BM&FBOVESPA CLEARING

908269161

Applied for

NCL 35

09/12/2014

BM&FBOVESPA CLEARING

908269188

Applied for

NCL 36

09/12/2014

840718314
840718330
840718390

07/08/2014
07/08/2014
07/08/2014
11/11/2014

08/18/2015

2) Material trademarks registered abroad


Trademark

Case record

Status

Class

Deposit date

South Africa
South Africa

Country

BM&FBOVESPA
BM&FBOVESPA

2012/07304
2012/07306

NLC 16
NLC 36

3/22/2012
3/22/2012

South Africa

IBOVESPA

2012/07309

Registered
Registered
Registered

NLC 16

3/22/2012

South Africa
Chile

IBOVESPA
IBOVESPA
BOVESPA SO PAULO STOCK
EXCHANGE

2012/07311
680.922

Registered
Registered

NLC 36
NLC 36

3/22/2012
12/15/1992

681.837

Registered

NLC 36

4/21/1993

Chile
Chile

BOVESPA BOLSA DE VALORES


DE SO PAULO

681.838

Registered

NLC 36

4/21/1993

Chile
China

IBRX
BM&FBOVESPA

703.162
10725319

Registered
Applied for

NLC 36
NLC 36

2/12/2004
4/5/2012

China
China

BM&FBOVESPA
IBOVESPA

10725321
10725323

Registered
Registered

NLC 16
NLC 36

4/5/2012
4/5/2012

IBOVESPA
IBRX

10725325
003657641

Registered
Registered

NLC 16
NLC 36

4/5/2012
2/10/2004

China
European Union

62

Reference Form 2016 BM&FBOVESPA S.A. - Bolsa de Valores, Mercadorias e Futuros (BVMF3)
South Korea

IBOVESPA

34906

Registered

NLC 36

4/6/1995

Spain
United States of America

IBOVESPA
IBRX

1.996.972
3112388

Registered
Registered

NLC 36
NLC 36

5/23/1995
2/18/2004

United States of America


United States of America

IBOVESPA
BM&FBOVESPA

3247943
85/562251

Registered
Registered

07/27/2004
03/06/2012

France
Hong-Kong

IBOVESPA
IBOVESPA

95557762
199806844

Registered
Registered

India

IBOVESPA

2301880

Applied for

India

BM&FBOVESPA

2301881

Applied for

Japan

IBOVESPA

4055845

Registered

NLC 36
NCL 16/36/41/
42
NLC 36/41
NLC 36
NLC 16 /35 /36
/41 /42
NLC 16 /35 /36
/41 /42
NLC 36

Mexico

IBOVESPA

509.242

Registered

NLC 36

3/3/1995

Paraguay
Portugal

IBRX
IBOVESPA

270402
307.429

Registered
Registered

NLC 36
NLC 35

1/9/2004
2/17/1995

Portugal
The United Kingdom of
Great Britain and Northern
Ireland
The United Kingdom of
Great Britain and Northern
Ireland
The United Kingdom of
Great Britain and Northern
Ireland
Russia

IBOVESPA

307.430

Registered

NLC 36

2/17/1995

IBOVESPA

2021172

Registered

NLC 16 /35 /36

5/22/1995

PIBB PAPIS DE NDICE BRASIL


BOVESPA

2367095A

Registered

NLC 36

6/30/2004

PIBB PAPIS DE NDICE BRASIL


BOVESPA

2367095B

Registered

NLC 36

6/30/2004

2/10/1995
4/25/1995
3/19/2012
3/19/2012
4/14/1995

BM&FBOVESPA

486884

Registered

NLC 16 /35 /36

4/4/2012

Russia

IBOVESPA

486885

Registered

NLC 16 /35 /36

4/4/2012

Singapore
Switzerland

IBOVESPA
IBOVESPA

T9502807G
427536

Registered
Registered

NLC 36
NLC 16 /35 /36

3/29/1995

Taiwan
Taiwan

IBOVESPA
IBOVESPA

83189
84268

Registered
Registered

NLC 35
NLC 36

3/9/1995
3/9/1995

Uruguay

IBRX

352.300

Registered

NLC 36

1/13/2004

3) Patent applications in Brazil


Application number

Deposit date

Publication date

PI 0801789-1

4/30/2008

2/1/2011

PI 0801983-5

5/29/2008

2/9/2010

PI 0801982-7

5/29/2008

2/9/2010

BR 11 2013 028263 0

5/2/2012
(international
application)
11/1/2013(local
application)

05/13/2014

BR 11 2014 017305 2

01/16/2013
(international
application)
07/14/2014
(local
application))

Title

Status

Sistema de operacionalizao de transao burstil

Patent application
in effect

Processo e sistema de realizao de precificao

Patent application
in effect

(Exchange Trading System)

(Pricing System and Collection Processing)

Processo de realizao de uma operao burstil de direto


e sistema de assistncia
(Straight-Through
System)

Trade

Processing

and

Assistance

Processos para a avaliao de risco para o encerramento


de uma carteira
(Portfolio Liquidation Risk Assessment Processes)

08/26/2014

Patent application
in effect

Patent application
in effect

CONTROLE DE VOLUME ADAPTATIVO (Adaptative Volume Patent application


Control)

in effect

4) Cross-border Patent Applications and International Patent Applications under the Patent Cooperation Treaty (PCT)
Country

Application No.

Deposit date

Status

United States

US-13/462,091(Final application that


replaced the provisional application
61/481,473)

Final application on May 2, 2012.


Provisional application on May 2, 2011

Patent application in effect

5) Technology transfer agreements

63

Reference Form 2016 BM&FBOVESPA S.A. - Bolsa de Valores, Mercadorias e Futuros (BVMF3)

5.1.)
Technology recipient: Our Company, BM&FBOVESPA
Technology provider: the CME Group, Inc. (CME Group)
Subject-matter of the Technology Transfer Agreement: development of a multimarket electronic trading system that will support
the trades of the markets managed by our Company, which include stocks, derivatives, foreign exchange, government and private
assets, and commodities. In addition, the trading platform will permit the Company to support, with greater technical efficiency
and no continuity impact, other markets that will be created in the future.
Term of effectiveness: We estimate the agreement, which was executed in 2010, will be effective for fifteen (15) years from the
execution date.

5.2.)
Technology recipient: Our Company, BM&FBOVESPA
Technology provider: Cinnober Financial Technology AB (Cinnober)
Subject-matter of Software Customization, and Software Maintenance and Support Agreements: transfer of technological
knowledge by means of technology supply and provision of technical and scientific assistance in connection with (i) development
and customization of a new automated post-trade platform; (ii) installation, implementation and testing of the automated
platform; and (iii) provision of support and maintenance services to our Company for the installation, implementation, personnel
training and operation stages.
Term of effectiveness: Software Customization Agreement - Executed in 2011, this agreement should be effective for the entire
project lifecycle.
Software Support and Maintenance Agreement - The agreement was executed in 2011 to take effect from April 3, 2013. While
agreed for an indefinite period, we anticipate the agreement will be effective for at least 10 years.

6) Material Technology Agreements


Term of effectiveness: Each agreement has its own renewal method and timeline, as designed to meet market standards or our
specific operating requirements.
Territory covered: Mostly Brazilian territory, with possible effects on other countries due to the nature of our business.
6.1) Overview
The technology contracts that are relevant for the development of our activities are as follows: (i) license and maintenance
contracts for use of the software application regarding the trading engine for the derivatives module of our PUMA Trading System,
called SunGard Valdi EMS (replacing the former GLWin engine), agreed with GL Trade (now Sungard), and for use of the RiskWatch
software application, developed by Algorithmics Inc., for risk assessment related to the regular settlement cycle of securities; (ii)
licenses for use of software applications we utilize in our business operations, which we agreed with the rights owners; and (iii)
contracts regarding the use, technical support and maintenance of equipment used in our business operations, including the
technology platforms of our trading systems, agreed with IT service providers.
We and the CME Group executed in 2010 a technology agreement according to which we will collaborate in the joint development
of an electronic trading platform with lower than one-millisecond processing capacity, based on technology derived from the CME
Globex trading system and new technology we will develop jointly. This trading platform will include, under one single
infrastructure, all trading segments existing in our Company. The first phase of development (module for trading of derivatives
and spot foreign exchange in the BM&F segment) was completed and started to operate in the second half of 2011. This
development started in the first half of 2010 in partnership with the CME Group, and the completion and delivery of the securities
trading and securities derivatives module (Bovespa segment) took place in the first half of 2013. In the second quarter of 2014,
the PUMA Trading System replaced our private fixed-income platforms.
We and the CME Group are co-owners of this new multimarket trading platform and, through mutually granted perpetual,
irrevocable, non-exclusive and worldwide rights and licenses, joint holders of the related intellectual property rights, including
rights on improvements, upgrades and derivative software. In addition, within the scope of this partnership, the CME Group
transferred to our Company, based on the Globex system software, all the knowledge required for development and operation
of the new trading platform, which will also confer on our Company to total independence to exploit it commercially in certain
regions and under certain conditions.
In 2011 we entered into a software customization agreement and a software system support and maintenance agreement (in
addition to Software System Licensing Agreement, which includes a perpetual license for use of TRADExpress RealTime Clearing,
their cutting edge, multimarket, flexible clearing system with capacity for real-time information processing and risk calculation)
with Cinnober Financial Technology AB. The agreements contemplate knowledge transfer by supplying technology and providing
technical and scientific assistance in connection with (i) development and customization of a new automated post-trade platform;
64

Reference Form 2016 BM&FBOVESPA S.A. - Bolsa de Valores, Mercadorias e Futuros (BVMF3)

(ii) installation, implementation and testing of this new automated platform; and (iii) providing BM&FBOVESPA with support and
maintenance services for the installation, implementation, personnel training and operation stages of said platform.
As mentioned above, in the context of the agreements entered into with Cinnober, the first phase of the IPN project was completed
in August 2014 with the launch of the BM&FBOVESPA Clearing, which is initially dedicated to the registration, clearing, settlement
and management of counterparty risk in transactions carried out in the financial derivatives and commodities markets, including
stock exchanges and OTC agreements, as well as spot market transactions involving financial gold assets.
Also in 2011, we signed with Calypso Technology Inc. Technology License and Master Services Agreements, whose goal is the
licensing of a platform for registration and management of over-the-counter transactions.
In addition to the aforementioned contracts, we have executed contracts with specialized companies (vendors) for the disclosure
of information on the trades executed and the quotes formed in our trading environments.

10. MANAGEMENTS DISCUSSION


10.1 Managements discussion on:
a.

General financial condition and net equity position

CONSOLIDATED YEARS ENDED DECEMBER 31, 2015 AND DECEMBER 31, 2014
Throughout 2015, the markets operated by BM&FBOVESPA were notably impacted by a deteriorating Brazilian economy and
changing global scenario. The increase in market volatility levels and the strong depreciation of the Brazilian real against the US
dollar had a positive effect on the revenues of the BM&F Segment (financial and commodity derivatives). The average daily
volume of contracts traded was 2.9 million in 2015, up 10.7% year-on-year. Interest rate in USD and Mini contracts were the
main highlights, growing 31.7% and 67.5%, respectively. In the Bovespa Segment (equities and equity derivatives), an important
reduction from R$2.39 trillion in 2014 to R$2.21 trillion in 2015 was noticed in the average market capitalization 2 of the companies
listed. As a result, the volumes traded also decreased, closing the year at R$6.79 billion, down 6.9% year-on-year.
The group of other revenues not related to volumes traded on the equities and derivatives markets also increased in the period,
rising 19.6% against 2014, and particularly reflecting the improvements in the Companys commercial policies, the growth in the
securities lending market and in the Treasury Direct (Tesouro Direto) platform, as well as the exchange rate depreciation, which
had a positive impact on the revenues from vendors.
From the standpoint of effective expenses control, management continued to focus its efforts on maintaining the growth in
adjusted expenses3 below the average inflation rate, at R$614,350 thousand in 2015, up 3.7%. In addition, we maintained our
commitment to return capital to shareholders through a combination of dividend payouts and share buybacks without
compromising the strength of the Companys balance sheet.
Two important moves in the year are worthy of note: the partial sale of 20% of the investment in the CME Group shares, in an
attempt to reduce the risk exposure of the Companys balance sheet; and the investment of R$43,633 thousand for acquisition
of an 8.3% stake in the Bolsa de Comercio de Santiago.
In addition, the negative performance of the Bovespa Segment, particularly in the last quarter of 2015, and the review of the
growth expectations, led to impairment of the Bovespa Holding, in the amount of R$1,662,681 thousand, with no cash impact,
but negatively impacted the Company's results.
Operating income was R$1,365,978 thousand, up 11,4%, while net income (attributable to BM&FBOVESPA shareholders) totaled
R$2,202,238 thousand in 2015, strongly impacted by the partial divestment of CME Group shares, discontinuance of the equity
method of accounting for the remaining investment in the CME Group, and impairment of part of the Bovespa Holding goodwill.
In summary, BM&FBOVESPA is still well positioned to capture opportunities, although it is important to recognize the challenges
imposed by the deteriorating macroeconomic scenario. Management remains focused on investing in new products and
technologies, and believes that these have played a main role in improving the quality of services offered and the diversification
of the Companys revenues in the past years.

Result of the multiplication of the volume of equities issued by companies listed in the Bovespa Segment, by the respective market prices.
Expenses adjusted by: (i) depreciation and amortization; (ii) stock grant plan principal and charges and stock options plan; (iii) taxes related to dividends
received from the CME Group; and (iv) recording and transfer of fines. The purpose of this adjustment is to show the Companys operating expenses, except for
those with no impact on cash or that are not recurring.
3

65

Reference Form 2016 BM&FBOVESPA S.A. - Bolsa de Valores, Mercadorias e Futuros (BVMF3)

CONSOLIDATED YEARS ENDED DECEMBER 31, 2014 AND DECEMBER 31, 2013
The year 2014 was marked by a heatedly contested presidential race, which resulted in heightened volatility and increased trading
volumes in the second half of the year, down to the voting day. However, this pre-electoral boost in trading activity was insufficient
to make up for the thin volume of trading in the earlier part of the year, so that ultimately the overall volume traded fell short of
the prior year volume both in markets comprising our BM&F Segment and the markets comprising our Bovespa Segment.
The BM&F Segment average daily volume reached 2.6 million contracts in 2014, down 9.3% on 2013, reflecting mainly the 23.7%
decrease in volume traded in Brazilian-interest rate contracts, which are typically the top traded contracts in this segment, while
average rate per contract (RPC) rose 5.3% to R$ 1.350, due notably to (i) increased average RPC of Brazilian-interest rate
contracts (change to the mix of contracts by maturity) and (ii) increased RPC in U.S. dollar-denominated interest rate contracts
and forex contracts, that were positively impacted by the depreciation of the Brazilian real against the US dollar in the period, as
both contracts reference the US currency. As for the BOVESPA Segment, the average daily traded value in the stock market and
the equity derivatives markets dwindled by slight 1.7% year-on-year, reaching R$ 7.29 billion, to a large extent having trailed the
fall in average market capitalization of listed firms, which is attributable to the countrys deteriorating macroeconomic landscape.
BM&FBOVESPA therefore ended 2014 with total revenues (before PIS/COFINS and other tax reductions) of R$ 2,246,452
thousand, down 5.0% on 2013. This reduction was observed in both segments and in regard to other revenues too (not related
to trading and settlement).
From the standpoint of effective costs and expenses control, management held fast to its efforts to hold growth in adjusted
expenses below the average inflation rate, at R$592,349 thousand in 2014 from R$575,763 thousand in 2013, up only 2.9%. In
addition, we continue to pledge our steadfast commitment to return capital to shareholders through an effective combination of
dividend payouts and share buybacks whereas staying clear of any action susceptible to compromising the financial health of our
Company.
Thus, our consolidated operating income fell 8.2% year-on-year to R$1,226,363 thousand from R$1,335,824 thousand previously,
while the GAAP net income (attributable to BM&FBOVESPA shareholders) fell 9.7% to R$977,053 thousand in 2014, from
R$1,081,516 thousand one year previously.
Last, but not least, BM&FBOVESPA is well-positioned to capture the future growth opportunities that the Brazilian market will
certainly continue to offer, although it must be said the economic outlook as 2014 came to a close became more challenging in
light of the present macroeconomic conditions. Nonetheless, we believe our investments in product development and technology
infrastructure are key factors for the future growth and diversification of our revenue base, for the improvement of our services,
and will be critical in consolidating the efficiency and strength of the Brazilian capital markets. It is our firm belief the development
and implementation of our business strategy will continue to bear fruit in the years ahead.

b.

Capital structure

The Companys (consolidated) capital structure composition was as follows: (i) 30.2% liabilities and 69.8% equity as of December
31, 2015; (ii) 24.8% liabilities and 75.2% equity as of December 31, 2014; (iii) 24.9% liabilities and 75.1% equity, as of December
31, 2013, according to the table below:
Year ended December
31,
2015
Current and noncurrent liabilities
Shareholders equity
Total liabilities and shareholders equity

7,956,682
18,352,214
26,308,895

Year ended December


31,

2014
(in R$ thousands, except for percentages)
30.2%
6,275,079
24.8%
69.8%
18,988,403
75.2%
100.0%

25,263,482

100.0%

Year ended December 31,


2013
6,394,730
19,298,892

24.9%
75.1%

25,693,622

100.0%

Regarding third parties capital, part of our onerous liabilities relates mainly to debt issued abroad on July 16, 2010 (see item
10.1.f).
Thus, the Company has a conservative degree of leverage, whether on the basis of our total liabilities (current and noncurrent
liabilities) or only our total onerous liabilities (indebtedness and interest on debt), as shown below.

66

Reference Form 2016 BM&FBOVESPA S.A. - Bolsa de Valores, Mercadorias e Futuros (BVMF3)

Year ended December 31,

Year ended December 31,

Year ended December 31,

2015

2014

2013

(in R$ thousands, except for percentages)


Total onerous liabilities

2,454,265

Interest payable on debt issued abroad and loans

11.8%

70,181

Debt issued abroad and loans

1,666,491

8.1%

47,368

2,384,084

1,468,322

7.1%

42,129

1,619,123

1,426,193

Shareholders equity

18,352,213

88.2%

18,988,403

91.9%

19,298,892

92.9%

Total onerous liabilities and shareholders equity

20,806,478

100.0%

20,654,894

100.0%

20,767,214

100.0%

c.

Capacity to service the debt

BM&FBOVESPA has strong cash generation capacity, as evidenced by consolidated operating income of R$1,365,978 thousand in
2015, R$1,226,363 thousand in 2014 and R$1,335,824 thousand in 2013, and consolidated operating margins of 61.6%, 60.4%
and 62.8%, respectively, as well as yearly net income attributable to shareholders amounting to R$1,694,973 thousand 4,
R$977,053 thousand and R$1,081,516 thousand for the same three years, respectively.
Our consolidated cash and cash equivalents coupled with short- and long-term financial investments reached R$10,054,994
thousand (38.2% of total assets) in 2015, including R$4,853,598 regarding the shares in the CME Group and the Bolsa de
Comercio de Santiago, R$3,855,527 thousand in 2014 (15.3% of total assets); and R$4,870,760 thousand in 2013 (18.8% of
total assets). It should be noted that cash and cash equivalents, as well as financial investments, include cash collateral pledged
by participants in the course of their dealings and registered in current liabilities in the amount of R$1,338,010 thousand in 2015,
versus R$1,321,935 thousand and R$2,072,989 thousand in 2014 and 2013, respectively.
Our net indebtedness ratio was R$6,213,495 thousand negative in 2015 (including R$4,853,598 regarding the shares in the CME
Group and the Bolsa de Comercio de Santiago, reported as financial investments), R$820,812 thousand negative in 2014, and
R$1,279,524 thousand negative in 2013, denoting our low degree of financial leverage and very strong capacity to service our
debt (see item 10.1.f). Also worthy of note is the fact that our policy on investment of cash balances favors the preservation of
capital, allocating funds to highly conservative, highly liquid low-risk investments, which translates into an expressive proportion
of positions in Brazilian sovereign risk bonds that typically track the base interest rate (interbank lending - CDI /Selic rate). We
therefore believe our Company is fully capable of servicing its financial commitments both in the short- and long-term.
d.

Sources of financing for working capital and investment in noncurrent assets used

The Companys primary source of financing for working capital and investment in noncurrent assets is its own operational cash
generation, which is sufficient to support its working capital needs.
Currently, the Company also access the capital markets (Senior Unsecured Notes issued in 2010) as an alternative to finance its
investments. The characteristics of our debt obligations are described in item 10.1.f. below.
e.

Sources of financing for working capital and investments in noncurrent assets that the company
intends to use to cover liquidity deficiencies

As previously noted, the primary source for funding our working capital and investments in noncurrent assets is our own operating
cash generation.
The Company may also consider alternative sources of funding by taking bank loans, or accessing government financing programs
or the domestic or international capital markets.
f.

Indebtedness levels and characteristics of debt obligations


i.

Material loans and financing transactions

On July 16, 2010 BM&FBOVESPA issued Senior Unsecured Notes with total nominal amount of US$612,000 thousand, at the price
of 99.635% of the nominal value, resulting in net proceeds of US$609,280 thousand (at the time equivalent to R$1,075,323
thousand). The notes pay interest coupon of 5.50% per annum, payable every six months, in January and July, and mature on
July 16, 2020. The actual cost was 5.64% per annum, including negative goodwill and other funding-related costs, such as: rating
fees paid to Standard & Poors and Moodys, commissions paid to structuring banks, custody expenses, listing fees and legal
expenses. We used the net offering proceeds to purchase additional equity interest in the CME Group on the same date, thereby
increasing our ownership interest from 1.8% to 5%.
4

Excluding net tax impacts from impairment (R$1,097,370 thousand) and extraordinary impacts related to the CME Group (R$1,604,635 thousand), as described in
item 10.1.h.

67

Reference Form 2016 BM&FBOVESPA S.A. - Bolsa de Valores, Mercadorias e Futuros (BVMF3)

The updated balance of the loan as of December 31, 2015 was R$2,454,265, including accrued interest of R$70,181 thousand;
as of December 31, 2014, the balance was R$1,666,491, including accrued interest of R$47,368 thousand; as of December 31,
2013, the balance was R$1,468,322, including accrued interest of R$42,129 thousand. As of December 31, 2015, the fair value
of the debt, as determined based on market data, was R$2,380,489 thousand (Source: Bloomberg).
Starting July 16, 2010, we have designated as hedging instrument the changes in the exchange rate accruing on the principal
under the debt in order to hedge the foreign currency risk affecting a portion equivalent to US$612,000 (notional amount) of our
investment in the CME Group. In September 2015, due to discontinuance of the net investment hedge (Note 7(a) 2015 Financial
Statement), BM&FBOVESPA prepared a new hedge document (cash flow hedge) in order to hedge a portion of the foreign currency
risk linked to CME Group shares held by the exchange. Accordingly, the transactions were formally designated and documented,
including as to: (i) hedging purpose, (ii) type of hedge, (iii) nature of the risk being hedged, (iv) identification of the hedged item,
(v) identification of the hedging instrument, (vi) evidence of the actual statistical relationship between hedging instrument and
hedged item (retrospective effectiveness test), and (vii) a prospective effectiveness test.
The backward-looking effectiveness test method adopted by the Company takes into account the ratio of gains and losses accrued
in the hedging instrument due to the gains or losses of the hedged item (dollar offset method on a cumulative and spot basis).
On testing forward-looking effectiveness, we adopt stress scenarios, which we apply to the effectiveness margin (80% to 125%).
The application of said effectiveness tests determined that there was no ineffectiveness as of December 31, 2015.
The table below sets forth the Companys net onerous debt, whose amounts are lower than our cash and cash equivalents and
financial investments5:
Debt coverage indicator

Years ended December 31,


20156

2014

2013

(in R$ thousands)

Gross debt service


(-) Cash and cash equivalents, plus short- and longterm financial investments (excludes Collateral for
transactions and Earnings and rights on securities
in custody)
Net debt service

ii.

2.454.265

1.666.491

1.468.322

(8.667.760)

(2.487.303)

(2.747.846)

(6.213.495)

(820.812)

(1.279.524)

other long-term transactions with financial institutions

In the normal course of our business, we engage in transactions with some of the primary financial institutions operating in Brazil.
These are transactions agreed pursuant to customary market practices. Our noncurrent liabilities include no long-term transactions
agreed with financial institutions other than those set forth herein.
iii.

debt subordination

Taking into account the order of priority in the event of creditors' claims, the subordination of the liabilities recognized under
current and noncurrent liabilities in the Companys balance sheet is as follows:
Collateral for transactions: pursuant to articles 6 and 7 of Law No. 10214/01, and articles 193 and 194 of Law No. 11101/05,
the assets pledged to our clearing houses as collateral for transactions are linked to them up to the limit of the liabilities
undertaken, and will not be affected in the event of bankruptcy or judicial reorganization proceedings.
Tax and payroll credits (salaries and payroll charges; provision for taxes and contributions payable, and income tax and
social contribution): the order of priority of these credits will follow as set forth in article 83 of Law 11101/05.
Other obligations recognized under current and noncurrent liabilities in the Financial Statements of BM&FBOVESPA regarding
the fiscal year ended in 2015 constitute unsecured debt.
iv.

restrictions imposed to the issuer, particularly regarding indebtedness level and new
financing, dividends distribution, assets sales, issue of new securities and transfer of
control, as well as whether the issuer has fulfilled these restrictions

The indenture governing our Senior Unsecured Notes includes certain customary limitations found on the international debt
markets, which we believe will not restrict our normal operating and financial activities. The most significant limitations are:
Limitation on the ability of the Company and its subsidiaries to create liens to secure obligations (Limitation on Liens);
Limitation on sale and lease-back transactions;

In determining our net onerous debt ratio, the amounts of collateral for transactions and payouts and rights on securities under custody recorded in current
liabilities were deducted from the sum of cash and cash equivalents and financial investments registered in current assets and long-term receivables, in order to
better evidence the actual cash available.
6
Cash and cash equivalents include R$4,853,598 related to CME Group and Bolsa de Comercio de Santiago
5

68

Reference Form 2016 BM&FBOVESPA S.A. - Bolsa de Valores, Mercadorias e Futuros (BVMF3)

Undertaking of new obligations (General Liens Basket) will be allowed despite the above restrictions provided that the sum
of (i) the aggregate principal amount of all debt obligations secured by liens other than certain liens provided for in the
exceptions section (Permitted Liens), and (ii) the debt attributable to sale and lease-back transactions carried out by us and
our subsidiaries should not exceed 20% of the groups consolidated tangible assets;
Limitation on mergers, consolidations or business combinations, unless the resulting company assumes the obligation to
repay the principal and pay interest on the notes, and meets all other requirements and conditions.

BM&FBOVESPA complies with all covenants regarding its debt, not reporting any event of default since it issuance.
g.

limitation on financing undertaken and percentage used

Not applicable. We have taken no financing other than those discussed under 10.1.f above.
h.

significant changes to line items of the financial statements

Our consolidated financial statements for the years ended December 31, 2015, 2014 and 2013 have been prepared in accordance
with the accounting standards accepted in Brazil.
Our 2015 financial statements were impacted by the recognition of impairment regarding our Bovespa Holding asset, with no
cash impact, due to the disposal, on September 9, of a 20% share held by BM&FBOVESPA in the CME Group (from 5% to 4% of
the capital of the CME Group), which combined with other quantitative and qualitative aspect led to the discontinuance of the
equity method of accounting for the investment in the CME Group, with no cash impact, as detailed below:
BM&FBOVESPA is restating the balances presented in the financial statements as of December 31, 2014, according to the criteria
set forth in CPC 32/IAS 12, which require the net recognition of income-related deferred tax assets and liabilities.
In December 2014, BM&FBOVESPAs stake in Bolsa Brasileira de Mercadorias (BBM) was discontinued. As a consequence, for
2013 and 2014, BBMs contribution to BM&FBOVESPAs revenues, expenses and financial income was reclassified to net income
from discontinued operations in the consolidated income statement.
The tables below set forth selected financial information from our financial statements at December 31, 2015, 2014 and 2013.
For better understanding of our performance, the tables below set forth data related only to the main line items and changes to
these line items, as selected by management, according to the following materiality criteria:
i) consolidated income statement: revenue line items that accounted for over 3.0% of net revenue for the year 2015;
expense line items that accounted for over 5.0% (by expense module) of net revenue for 2015; and line items related
to income and deductions/taxes;
ii) consolidated balance sheet: main line items, in addition to those that accounted for over 4.0% of total assets as of
December 31, 2015; and
iii) Other line items as deemed important by management to explain the Companys income, including extraordinary and/or
non-recurring events or other information that are likely to provide a better understanding of our financial statements.
Selected Financial Information (from the
Consolidated Statements of Income)

(In R$ thousands) (%)

2015

AV
(%)

2014

AV
(%)

2013

AV
(%)

Var. (%)
2015/2014

Var. (%)
2014/2013

Total revenues

2,458,847

110.9%

2,246,452

110.6%

2,364,956

111.2%

9.5%

-5.0%

Trading and settlement services - BM&F Segment

1,074,531

48.5%

866,577

42.7%

916,530

43.1%

24.0%

-5.5%

1,053,513

47.5%

850,607

41.9%

897,098

42.2%

23.9%

-5.2%

Derivatives

903,016

40.7%

977,373

48.1%

1,023,978

48.2%

-7.6%

-4.6%

Trading fees trading systems

146,645

6.6%

162,620

8.0%

192,985

9.1%

-9.8%

-15.7%

Settlement fees clearing and settlement systems

734,866

33.2%

793,493

39.1%

804,570

37.8%

-7.4%

-1.4%

Trading and settlement services- BOVESPA Segment

481,300

21.7%

402,502

19.8%

424,448

20.0%

19.6%

-5.2%

Securities lending

103,203

4.7%

81,203

4.0%

102,186

4.8%

27.1%

-20.5%

Depository, custodian, back-office services

Other revenues

130,829

5.9%

117,089

5.8%

116,305

5.5%

11.7%

0.7%

Trading participants' access

39,493

1.8%

39,333

1.9%

47,705

2.2%

0.4%

-17.5%

Market data (vendors)

98,434

4.4%

70,032

3.4%

69,236

3.3%

40.6%

1.1%

Deductions from revenues


Net revenue
Expenses
Personnel and related charges

(242,213)

10.9%

(216,019)

10.6%

(238,318)

11.2%

12.1%

-9.4%

2,216,634

100.0%

2,030,433

100.0%

2,126,638

100.0%

9.2%

-4.5%

(850,656)

38.4%

(804,070)

39.6%

(790,814)

37.2%

5.8%

1.7%

16.6%

25.0%

0.7%

(443,006)

20.0%

(354,411)

69

17.5%

(352,017)

Reference Form 2016 BM&FBOVESPA S.A. - Bolsa de Valores, Mercadorias e Futuros (BVMF3)

Data processing

(122,020)

5.5%

(124,202)

6.1%

(110,423)

5.2%

-1.8%

Depreciation and amortization

(110,857)

5.0%

(119,133)

5.9%

(119,534)

5.6%

-6.9%

-0.3%

(5,749)

0.3%

(13,364)

0.7%

(16,822)

0.8%

-57.0%

-20.6%

(11,944)

0.5%

(11,305)

0.6%

(14,833)

0.7%

5.7%

-23.8%

(8,212)

0.4%

(55,590)

2.7%

(55,832)

2.6%

-85.2%

-0.4%

(84,457)

3.8%

(65,679)

3.2%

(55,956)

2.6%

28.6%

17.4%

Communications
Marketing and promotion
Taxes
Sundry
Operating income
Equity in results of investees
Discontinuity of the Equity method
Gain on disposal of investment in associate
Impairment
Interest income, net
Interest income
Interest expenses
Income (loss) before taxation on profit
Income and social contribution taxes
Current
Deferred
Net income of continued operations

1,365,978

61.6%

1,226,363

60.4%

1,335,824

62.8%

11.4%

-8.2%

136,245

6.1%

212,160

10.4%

171,365

8.1%

-35.8%

23.8%

1,734,889

78.3%

0.0%

0.0%

723,995

32.7%

0.0%

0.0%

(1,662,681)

75.0%

0.0%

0.0%

508,796

23.0%

208,157

10.3%

180,695

8.5%

144.4%

15.2%

745,707

33.6%

361,761

17.8%

298,868

14.1%

106.1%

21.0%

(236,911)

10.7%

(153,604)

7.6%

(118,173)

5.6%

54.2%

30.0%

2,807,222

126.6%

1,646,680

81.1%

1,687,884

79.4%

70.5%

-2.4%

28.5%

-8.7%

9.0%

(45,558)

2.1%

(104,159)

5.1%

(60,097)

2.8%

-56.3%

73.3%

(558,206)

25.2%

(556,800)

27.4%

(546,491)

25.7%

0.3%

1.9%

2,203,458

99.4%

985,721

48.5%

50.8%

123.5%

-8.8%

0.0%

(7,807)

0.4%

0.0%

-100.0%

2137.0%

2,203,458

99.4%

977,914

48.2%

50.8%

125.3%

-9.5%

106.4%

-5.2%

50.9%

125.4%

-9.7%

AV (%)

Var. (%)
2015/2014

Var. (%)
2014/2013

(603,764)

Net income of discontinued operations


Net income in the period

Net Margin

12.5%

99.4%

27.2%

(660,959)

0.0%

48.2%

32.6%

0.0%

(606,588)

1,081,296
(349)
1,080,947

50.8%

Attributable to:
BM&FBOVESPA shareholders - Continued Operations

Selected Financial Information (from the


Consolidated Balance Sheet Statements)

(In R$ thousands) (%)

2,202,238

2015

99.4%

977,053

AV (%)

2014

48.1%

AV (%)

1,081,516

2013

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

8,673,786

33.0%

2,785,239

11.0%

4,319,483

16.8%

211.4%

-35.5%

440,845

1.7%

500,535

2.0%

1,196,589

4.7%

-11.9%

-58.2%

7,798,529

29.6%

1,962,229

7.8%

2,853,393

11.1%

297.4%

-31.2%

17,635,109

67.0%

22,478,243

89.0%

21,374,139

83.2%

-21.5%

5.2%

1,961,426

7.5%

1,522,541

6.0%

932,387

3.6%

28.8%

63.3%

1,815,620

6.9%

1,392,763

5.5%

820,778

3.2%

30.4%

69.7%

30,635

0.1%

3,761,300

14.9%

3,346,277

13.0%

-99.2%

12.4%

0.0%

3,729,147

14.8%

3,312,606

12.9%

-100.0%

12.6%

15,189,954

57.7%

16,773,216

66.4%

16,672,325

64.9%

-9.4%

0.6%

14,401,628

54.7%

16,064,309

63.6%

16,064,309

62.5%

-10.4%

0.0%

26,308,895

100.0%

25,263,482

100.0%

25,693,622

100.0%

4.1%

-1.7%

2,096,785

8.0%

1,891,833

7.5%

2,710,846

10.6%

10.8%

-30.2%

1,338,010

5.1%

1,321,935

5.2%

2,072,989

8.1%

1.2%

-36.2%

5,859,897

22.3%

4,383,246

17.4%

3,683,884

14.3%

33.7%

19.0%

Liabilities and shareholders' equity


Current liabilities
Collaterals for transactions
Noncurrent liabilities
Debt issued abroad and loans

2,384,084

9.1%

1,619,123

6.4%

1,426,193

5.6%

47.2%

13.5%

Deferred income tax and social contribution

3,272,276

12.4%

2,584,525

10.2%

2,092,737

8.1%

26.6%

23.5%

18,352,213

69.8%

18,988,403

75.2%

19,298,892

75.1%

-3.4%

-1.6%

2,540,239

9.7%

2,540,239

10.1%

2,540,239

9.9%

0.0%

0.0%

Capital and reserves attributable to shareholders


Capital stock

70

Reference Form 2016 BM&FBOVESPA S.A. - Bolsa de Valores, Mercadorias e Futuros (BVMF3)

Capital Reserves

Total liabilities and shareholders' equity

14,300,310

54.4%

15,220,354

60.2%

16,056,681

62.5%

-6.0%

-5.2%

26,308,895

100.0%

25,263,482

100.0%

25,693,622

100.0%

4.1%

-1.7%

COMPARATIVE ANALYSIS OF MAIN CONSOLIDATED INCOME STATEMENT ACCOUNTS YEAR ENDED DECEMBER 31,
2015 COMPARED WITH YEAR ENDED DECEMBER 31, 2014

Total Revenues: Total Revenues for 2015 (before PIS/COFINS and ISS tax deductions) amounted to R$2,458,847 thousand, up

9.5% against 2014, due to increased revenues from the BM&F Segment and other business lines not tied to volume (that is, not
related to trading and settlement).

Trading, clearing and settlement systems BM&F Segment: totaled R$1,074,531 thousand (43.7% of total revenues), up 24.0%
against 2014, as a result of a 10.7% growth in the average daily volume and a 12.3% increase in average RPC.

Trading, clearing and settlement systems Bovespa Segment: totaled R$903,016 thousand in 2015 (36.7% of total revenues), a
7.6% drop against 2014, reflecting a 6.9% drop in the average daily volume and a lower participation of equity derivatives in the
segments total volume.

Trading trading systems: totaled R$146,645 thousand in 2015, against R$162,620 thousand in 2014, a 9.8% drop.
Transactions clearing and settlements systems: totaled R$734,866 thousand in 2015, against R$793,493 thousand in 2014, a
7.4% drop.
Other revenues: totaled R$481,300 thousand (19.6% of total revenues), up 19.6% against 2014. The main changes in these
revenues lines not linked to trading volumes were as follows:

Securities Lending: revenues totaled R$103,203 thousand in 2015 (4.2% of total revenues), up 27.1% against 2014, as a result

of an 18.3% increase in the average value of open interest positions and changes in the commercial policies for some client
groups in January 2015.

Depository, Custody, and Back Office service: totaled R$130,829 thousand in 2015 (5.3% of total revenues), up 11.7% against

2014, primarily due to a 20.3% growth in revenues from Treasury Direct, which totaled R$34,668 thousand in 2015, and changes
in the commercial policies adopted by the depository as from April 2015.

Vendors: totaled R$98,434 thousand in 2015 (4.0% of total revenues), up 40.6% on the same period of the previous year. This
result reflects the application, as from July 2015, of the new commercial policy and the depreciation of the Brazilian real against
the US dollar, since 62.0% of this revenue line was denominated in US currency.

Deductions from Revenue: totaled R$242,213 thousand in 2015, up 12.1% against 2014, in line with increased total revenues.
Net Revenue: as a result of the changes discussed above, net revenue grew 9.2%, from R$2,030,433 thousand in 2014 to
R$2,216,634 thousand in 2015.

Expenses: totaled R$850,656 thousand in 2015, up 5.8% year-on-year, significantly below the inflation rate of 10.7%7 for the
same period. The main highlights are set forth below:

Personnel and payroll charges: totaled R$443,006 thousand, up 25.0% year-on-year, particularly as a result of the impact from

the annual collective bargaining agreement of approximately 9%, effective as from August 15, and the adoption, in 2015, of the
stock grant plan as a long-term incentive instrument. Expenses with the stock grant plan totaled R$98,981 in 2015, and include:
(i) recurring expenses of R$40,325 thousand regarding the principal amount granted to beneficiaries, and R$26,442 thousand
regarding the provisioning of the amount of charges to be paid upon delivery of shares to the beneficiaries; and (ii) nonrecurring expenses of R$32,213 regarding the cancellation of the options grant plan, as detailed in the Notice to the Market of
February 4, 2015. If we are to exclude the impact from long-term incentives programs in 2014 and 2015, expenses with
personnel and payroll charges would increase 5.7% in the period, reflecting our headcount management efforts.

Data processing: totaled R$122,020 thousand, down only 1.8% against 2014.
Depreciation and amortization: totaled R$110,857 thousand, down 6.9% given the completed depreciation and amortization of
equipment and systems, and recapitalization of equipment used in the development of the second phase of BM&FBOVESPAs
new integrated Clearing.

Communications: reached R$5,749 thousand, down 57.0% year-on-year, as a result of the successful implementation of
7

Source: IBGE 2015: accumulated 12-month IPCA - http://www.ibge.gov.br/

71

Reference Form 2016 BM&FBOVESPA S.A. - Bolsa de Valores, Mercadorias e Futuros (BVMF3)

changes in and streamling of the process for sending custody statements and trading notices to investors.

Taxes: totaled R$8,212 thousand, down 85.2% against 2014, primarily reflecting changes in the accounting for taxes on

dividends received from the CME Group, therefore impacting the base for calculation of BM&FBOVESPAs income tax and social
contribution.

Sundry: these expenses totaled R$84,457 thousand, up 28.5% against 2014, as a result of: i) increased electricity costs; ii)
growth of R$3,616 thousand in the amount of provisions; and iii) a non-recurring investment write-off of R$6,401 in 3Q15.

Operating income: The operating income, or net revenue after expenses, totaled R$1,365,978 thousand, up 11.4% against
R$1,226,363 in 2014.

Impairment: the goodwill created on the acquisition of Bovespa Holding in 2008 is based on both the expectations of future

profitability and the economic and financial valuation of the investment. As mentioned in the economic and financial valuation
report on the investment issued by an external and independent specialist, impairment was recognized for this intangible asset
in the amount of R$1,662,681 thousand, without cash effects, reflecting the deterioration of the macroeconomic scenario, which
impacted the Bovespa Segment, through the lower market value of the listed companies and consequently the lower average
daily trading value, notably in 4Q15. As result, and also associated to the worse expectation for the interest rates and country
risk for the short and long-term, was accounted a reduction in the Bovespa Segment expected future profitability.

Equity Income: Equity income from our investment in the CME Group totaled R$136,245 thousand in 2015. The comparison

with 2014 is impacted by two changes: i) starting from January 2015, equity income has been calculated based on CME Groups
income after taxes (until 2014, calculations were based on income before taxes); and ii) due to the discontinuity of the equity
method (as mentioned above), equity income was recorded only until September 14, 2015.

Extraordinary impacts related to the CME Group: proceeds from the partial divestment in the CME Group totaled R$1,201,346
thousand, with a positive impact on the Companys cash. The gross income from this sale (Gain on disposal of investment in
associates) totaled R$723,995 thousand and was included in the Companys tax base, which totaled R$249,804 thousand,
generating a net profit of R$474,191 thousand.

The Company no longer recognizes its equity interest in the CME Group through the equity method, and now treats it as a financial
asset available for sale (see Note 7 to the 2015 financial statements). The impacts on the financial statements are as follows:

Balance sheet: i) the investment is no longer treated as a noncurrent asset (investments interest in associate), and is
now treated as a financial asset available for sale in current assets (financial investments); ii) the investment is now
measured at fair value (marked-to-market), while the changes arising from this measurement will now impact
shareholders' equity; and iii) deferred income tax and social contribution in noncurrent liabilities now includes a provision
for taxes on potential gains generated by this investment.
Income statement: i) recognition of income from discontinuance of the equity income method and deferred tax, in the
amount of R$1,734,889 thousand and R$604,445 thousand, respectively, with no cash impact; and ii) in 4Q15, the equity
income line ceased to include the CME Group, and the dividends received will now be recognized in financial revenues,
composing the Companys tax base.

It is worth noting that the reduction of the shareholding and the discontinuity of the equity income method does not imply changes
in the fundamental aspects of the strategic partnership between BM&FBOVESPA and the CME Group.

Financial income: financial income totaled R$508,796 thousand in 2015, up 144,4% year-on-year. Financial revenues increased

106.1%, to R$745,707 thousand, particularly as a result of: (i) higher interest rate and average cash for the period; and (ii)
dividends received from the CME Group, in the amount of R$173,370 thousand, which, after the discontinuity of the equity income
method, were accounted as financial revenue. On the other hand, financial expenses grew 54.2%, to R$236,911 thousand, given
the appreciation of the US dollar against the Brazilian real in the period, impacting the interest rates accrued on debt issued
abroad. Variation in exchange rates also affected other asset and liabilities lines in the balance sheet, and, consequently, financial
revenues and expenses, although without material effects on financial income.

Income before taxation on profit: totaled R$2,807,222 thousand in 2015, up 70.5% against R$1,646,680 thousand in 2014, due
to extraordinary impacts related to the CME Group and the impairment described above.

Income tax and social contribution: totaled R$603,764 thousand in 2015, down 8.7% compared to 2014, mainly due to

extraordinary impacts related to the CME Group, tax receivables on the distribution of interest on shareholders' equity (IoC) and
impairment of intangible assets.

Current taxes:

Current taxes totaled R$45,558 thousand in 2015, including R$5,787 thousand in taxes paid by Banco BM&FBOVESPA, with cash
impact. The difference will be offset with withholding taxes paid abroad, without cash impact.

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It should be mentioned that taxes on income from the partial disposal of shares in the CME Group, in the amount of R$249,804
thousand, were offset by the distribution of JPC in 2015, and therefore, without cash impact.

Deferred income tax:


Deferred income tax totaled R$558,206 thousand in 2015, including:

Reversal of deferred tax liability in the amount of R$ 15,211 thousand (positive), calculated as the net result between
R$ 550,101 thousand of deferred tax under temporary differences on goodwill amortization and write-off of deferred tax
liability amounting R$565,312 thousand arising from the impairment on the goodwill, both with no cash impact;

Discontinuance of the equity method, in the amount of R$604,445 thousand, related to the recognition of deferred taxes,
without cash impact; and

Reversal/recording of other tax credits in the amount of R$31,028 thousand (positive), without cash impact.

Net income for the year: totaled R$2,203,458 thousand in 2015, against R$977,914 thousand in 2014. Excluding impact from
impairment net of taxes (R$1,097,370 thousand), and extraordinary impacts related to the CME Group (R$1,604,635 thousand),
net income totaled R$1,696,193 thousand, up 73.6% against 2014.

Net income attributable to BM&FBOVESPA shareholders: income attributable to BM&FBOVESPA shareholders totaled R$2,202,238

thousand in 2015. Excluding impact from impairment net of taxes and extraordinary impacts related to the CME Group, net income
amounted to R$1,694,973 thousand, up 73.5% against 2014, such increase is partially explained by the lower tax base due to
the IoC distribution in 2015.
COMPARATIVE ANALYSIS OF MAIN CONSOLIDATED INCOME STATEMENT ACCOUNTS YEAR ENDED DECEMBER 31,
2014 COMPARED WITH YEAR ENDED DECEMBER 31, 2013

Total revenues

Total revenues for the year ended December 31, 2014, amounted to R$2,246,452 thousand, falling 5.0% year-over-year due
primarily to increased revenues from operations in both segments and due to other revenues (not related to trading and
settlement).

Trading and settlement systems BM&F Segment

This line item fell 5.5% year-over-year totaling R$866,577 thousand (38.6% of total revenues), due to a 9.3% drop in volumes
partially compensated by a 5.3% increase to average RPC in the period.

Trading and settlement systems BOVESPA Segment

This line item fell 4.6% year-on-year totaling R$977,373 thousand, and accounted for 43.5% of total revenues. This fall is
explained by a 1.7% drop in average daily volume combined with a 2.5% margin drop.

Trading Fees trading systems. This revenue line item declined 15.7% year-on-year, to R$162,620 thousand from R$192,985

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

Settlement fees clearing and settlements systems. This revenue line went down 1.4% year-over-year, to R$793,493 thousand

from R$804,570 thousand one year earlier, due in part to a price structure rebalancing across the segment (trade and post-trade
fees rates mainly) which resulted in changes in pricing policies implemented in April 2013, including changes in fees charged from
local institutional investors and intraday traders.

Other revenues

Other revenues hit R$402,502 thousand, a 5.2% drop from the year before, and accounted for 17.9% of total revenues, primarily
as a result of changes in revenue line items unrelated to trading and settlement operations, as follows:

Securities lending. Revenues of R$81,203 thousand (3.6% of total revenues) dropped 20.5% from 2013, due to reduced financial
volume in open interest, for which the average in 2014 was R$32.8 billion, down 19.6% on 2013.

Depository, custody, back office services.


year.

Revenues of R$117,089 thousand (5.8% of total revenues), stable on the previous

Market data (vendors). At R$70,032 thousand (3.4% of total revenues) this revenue line was stable on the previous year.
Trading access (brokers).

This line item amounted to R$39,333 thousand (1.9% of total revenues), a 17.5% year-on-year fall
related mainly to changes made to our messaging control policy and the discontinuance of certain legacy services for market
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participants.

Deductions from revenue

Deductions from revenue totaled R$216,019 thousand, a 9.4% year-on decrease, in line with the lower revenue and reflecting
the offsettable amount of credits from PIS and Cofins taxes related to revenue inputs.

Net revenue

As a result of the changes in revenue line items discussed above, the net revenue fell 4.5% year-over-year, to R$2,030,433
thousand from R$2,126,638 thousand one year before.

Expenses

Expenses totaling R$804,070 thousand rose only 1.7% year-over-year, significantly below the inflation rate of the same period.
Set forth below is a discussion of the principal changes in operating expense line items.

Personnel and related charges. This expense line totaled R$354,411 thousand, stable year-on-year as a result of (i) diligent
headcount management adopted by the Company throughout 2014; and (ii) increased costs on capitalized personnel expenses
for technological development in 2014, for which the amount was R$6,073 thousand higher than in 2013.

Data processing. The expenses in this line item totaled R$124,202 thousand, up 12.5% year-on-year due mainly to R$9,505
thousand related to updating the BM&FBOVESPA PUMA Trading System, which is unlikely to be repeated.

Depreciation and amortization. The expenses in this line item totaled R$119,133 thousand, stable compared with 2013.
Marketing and promotion. This expense line hit R$11,305 thousand down a considerable 23.8% year-on-year due primarily to
the reprioritization of our marketing campaigns for the year and cuts in advertising expenses.

Sundry. This expense line hit R$65,679 thousand, up 17.4% year-on-year due primarily to an increase in donations and

contributions, among which: (i) R$9,335 thousand in proceeds from fines having been transferred to BM&FBOVESPA Market
Surveillance (BSM) in the final quarter of 2014 to fund its operations, as well as the regular transfer of fines for cash settlement
and delivery failures made by BSM, as established in BM&FBOVESPA Circular Letter 044/2013; and (ii) contributions to the federal
governments Cincias sem Fonteiras educational project in the third quarter of 2014.

Operating income

At R$1,226,363 thousand, the operating income (revenues, net of expenses) was down 8.2% from R$1,335,824 thousand in the
prior year.

Gain (loss) on equity-method investment (equity in the results of subsidiaries and investees)

We account for our investment in shares of the CME Group under the equity method of accounting and recognize gains and losses
through profit or loss in the statement of income. Our net share of gain from the equity-method investment in CME Group shares
went up 23.8% from one year before, totaling R$212,160 thousand, reflecting the depreciation of the Brazilian Real against the
US Dollar and improved CME Group results. It should be noted that this figure includes R$80,966 thousand provisioned as
recoverable tax paid abroad.

Interest income, net

Net interest income for the year hit R$208,157 thousand, up 15.2% year-on-year due primarily to the positive impact of interest
income rising 21.0% to R$361,761 thousand in 2014 in line with higher interest rates. Interest expenses, meanwhile, rose 30.0%
to R$153,604 thousand due to the depreciation of the Brazilian Real against the US Dollar, since most our interest expenses
correlate with debt under global senior notes issued in a July 2010 cross-border offering, and to an R$18,105 thousand
nonrecurring REFIS (Tax Recovery Program) adhesion payment.

Income before taxation on profit

Income before taxation on profit fell by 2.4% year-over-year, to R$1,646,680 thousand from R$1,687,884 thousand one year previously.

Income tax and social contribution

Income before taxes totaled R$660,959 thousand and include R$104,159 thousand in current income tax and social contribution
(related mainly to the offset portion of R$54,688 thousand with cash flow impact, including R$51,318 thousand in payment of tax
of previous years through REFIS and R$49,471 thousand cleared with tax retained overseas). Additionally, at R$556,800 thousand,
the line item deferred income tax and social contribution breaks down as follows: (i) recognition of deferred tax liabilities of
R$554,576 thousand related to temporary differences attributable mainly to amortization of goodwill for tax purposes, with no
impact on cash flow; and (ii) recognition of deferred tax assets amounting to R$2.224 thousand related mainly to temporary
differences and reversal of deferred tax liabilities.
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Discontinued Operations: after assessment of the results generated by the Bolsa Brasileira de Mercadorias in the past few years,

as well as its future prospects, BM&FBOVESPA reassessed its stake and decided to discontinue it, relinquishing from its settlor
membership and the rights that it held in Bolsa Brasileira de Mercadorias membership shares. As a consequence, there was
R$7,807 thousand negative income generated from discontinued operations, including recognition of an R$7,539 thousand loss
resulting from the relinquishment of the shares, calculated based on the value of the investment held on November 30, 2014.

Net income for the year

Net income for the year fell 9.5% year-over-year to R$977,914 thousand from R$1,080,947 thousand at December 31, 2013.

Net income attributable to BM&FBOVESPA shareholders

Net income attributable to BM&FBOVESPA shareholders fell 9.7% year-over-year to R$977,053 thousand from R$1,081,516
thousand the year before, primarily due to lower revenues earned and to non-recurring items such as adhesion to REFIS (net
negative impact of R$63,081 thousand) in August 2014 and the negative impact of discontinued operations.
COMPARATIVE ANALYSIS OF MAIN CONSOLIDATED BALANCE SHEET ACCOUNTS YEAR ENDED DECEMBER 31,
2015 COMPARED WITH YEAR ENDED DECEMBER 31, 2014

TOTAL ASSETS: rose 4.1%, from R$25,263,482 thousand in 2014 to R$26,308,895 thousand in 2015.
Current Assets: 211.4% increase, from R$2,785,239 thousand in 2014 to R$8,673,786 thousand in 2015 (33.0% of total assets),
particularly on account of: i) the partial disposal of shares in the CME Group, the proceeds of which were directed to financial
investments; ii) the discontinuity of the equity income method of accounting for the investment in the CME Group, while the
amount of this investment was transferred from investment in associate to financial investments.

Cash and Cash Equivalents, and Financial Investments (considering the current and noncurrent assets lines): totaled R$10,054,994
thousand in 2015, up 160.8% against R$3,855,527 thousand in 2014, particularly due to extraordinary impacts related to the
CME Group, as mentioned above.

Noncurrent assets: 21.5% drop, from R$22,478,243 thousand in 2014 to R$17,635,109 thousand in 2015 (67.0% of total assets).
Investments: 99.2% drop, from R$3,761,300 thousand in 2014 to R$30,635 thousand in 2015. As mentioned above, this line was
impacted by the partial disposal of shares in the CME Group and the discontinuity of the equity method of accounting for the
remaining investment in the CME Group, which was reclassified and removed from the line Investment in Associate.

Intangible assets: 9.4% drop, from R$16,773,216 thousand in 2014 to R$15,189,954 thousand in 2015. Intangible assets consist
basically of goodwill on expectations of future profits as a result of the acquisition of Bovespa Holding, whose impairment
amounted to R$1,662,682 thousand, as mentioned above.

Current liabilities: 10.8% increase, from R$1,891,833 thousand in 2014 to R$2,096,785 thousand in 2015, particularly reflecting
the funding transactions carried out by Banco BM&FBOVESPA.

Noncurrent liabilities: totaled R$5,859,897 thousand in 2015, up 33.7% compared to R$4,383,246 thousand in 2014.
Debt issued abroad and loans: increased from R$1,619,123 thousand in 2014 to R$2,384,084 thousand in 2015, up 47.2%, on
account of depreciation of the Brazilian Real against the U.S. dollar in the period.

Deferred income tax and social contribution: rose from R$2,584,525 thousand in 2014 to R$3,272,276 thousand in 2015, up
26.6%, resulting from the recognition of deferred taxes arising from amortization of goodwill for tax purposes and the
discontinuance of the equity up method of accounting for the CME Group.

Shareholders Equity: 3.4% drop, from R$18,988.403 thousand in 2014 to R$18,352,213 thousand in 2015, mainly impacted by
goodwill impairment, as mentioned above.

COMPARATIVE ANALYSIS OF MAIN CONSOLIDATED BALANCE SHEET ACCOUNTS YEAR ENDED DECEMBER 31,
2014 COMPARED WITH YEAR ENDED DECEMBER 31, 2013
As mentioned above, BM&FBOVESPA is restating the balances presented in the financial statements as of December 31, 2014,
according to the criteria set forth in CPC 32/IAS 12, which require the net recognition of income-related deferred tax assets and
liabilities.

TOTAL ASSETS

Total assets of R$25,263,482 thousand fell 1.7% from R$25,693,622 thousand one year previously.

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Current assets

Current assets decreased 35.5% year-over-year, to R$2,785,239 thousand (11.0% of total assets) from R$4,319,483 thousand
the year before due mainly to a reduced amount of collateral deposited in cash and registered as current liabilities.

Cash and cash equivalents; short-and long-term financial investments. These encompass line items registered under both current

assets (cash and cash equivalents comprising cash on hand and demand deposits, in addition to short-term financial investments)
and noncurrent assets (long-term financial investments). Short- and long-term financial investments are liquid investments with
prime banks, and investments in financial investment funds, government bonds and other highly liquid financial assets. At
December 31, 2014, cash and cash equivalents plus short- and long-term financial investments totaled R$3,855,527 thousand, a
20.8% year-on-year drop from R$4,870,760 thousand, due primarily to reduction in cash collateral, which had an extraordinary
amount of R$1,154,902 thousand in 2013 for FX settlement. Cash collateral received by us is recorded under current liabilities.

Noncurrent assets

Noncurrent assets of R$22,478,243 thousand (89.0% of total assets) climbed 5.2% year-on-year from R$21,374,139 thousand
one year before. Set forth below is a brief discussion of main changes to line items under noncurrent assets not previously
discussed.

Investments. This line item rose 12.4% year-on-year to R$3,761,300 thousand from R$3,346,277 thousand previously. The

investments line consists primarily of investment in associate which we account for under the equity method of accounting, and
relates to our ownership interest in shares of the CME Group, which at December 31, 2014, were recorded at R$3,729,147
thousand. The year-on-year rise in investment value is attributable mainly to depreciation of the Brazilian Real against the
US Dollar and our recognition of gain on equity-method investment.

Intangible assets. This line was almost unchanged year-on-year, at R$16,773,216 thousand from R$16,672,325 thousand
previously. Intangible assets consist of (i) goodwill, which at R$16,064,309 thousand remained unchanged (and accounted for
63.6% and 62.0% of total assets at December 31, 2014 and 2013, respectively); and (ii) software and projects, which jumped
16.6% year-on-year to R$708,907 thousand from R$608,016 thousand one year before, due mainly to acquisition, development
and implementation of new software applications and systems.

Current liabilities

Current liabilities decreased 30.2% year-on-year to R$1,891,833 thousand from R$2,710,846 thousand the year before. This
change is attributable mainly to a drop in the value of cash collateral deposited by the participants in our markets at end of the
periods, which dropped 36.2% to R$1,321,935 thousand from R$2,072,989 thousand one year before.

Noncurrent liabilities

Noncurrent liabilities of R$4,383,246 thousand were up 19.0% from R$3,683,884 thousand in the prior year. Set forth below is
a brief description of the main changes to line items under noncurrent liabilities.

Debt issued abroad and loans. Loans and financing amounting to R$1,619,123 thousand rose 13.5% from R$1,426,193 thousand
one year earlier primarily on account of depreciation of the Brazilian Real against the US Dollar.

Deferred income tax and social contribution. Deferred income tax and social contribution liabilities of R$2,584,525 thousand

versus R$2,092,737 thousand one year before, climbed 23.5% resulting from recognition of the temporary differences between
the tax base of goodwill and its balance sheet carrying value (while goodwill continues to be amortized for tax purposes, since
January 1, 2009, it has no longer been amortized for accounting purposes, thus resulting in a goodwill tax base that is lower than
its carrying value).

Shareholders equity

Shareholders equity of R$18,988,403 thousand fell slightly, by 1.7% from R$19,298,892 thousand one year before.
10.2 Operating and financial income
a.

description of material revenue components

YEAR ENDED DECEMBER 31, 2015 COMPARED WITH YEAR ENDED DECEMBER 31, 2014
From 2014 to 2015, Total Revenues increased by 9.5%, from R$2,246,452 thousand to R$2,458,847 thousand.
Trading, clearing and settlement systems - BM&F Segment: totaled R$1,074,531 thousand (43.7% of total revenues), up 24.0%
against 2014, as a result of a 10.7% growth in the average daily volume and a 12.3% increase in average RPC.
Trading, clearing and settlement systems Bovespa Segment: totaled R$903,016 thousand in 2015 (36.7% of total revenues), a
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7.6% drop against 2014, reflecting a 6.9% drop in the average daily volume and a decrease by 19.4% in the participation of
equity derivatives in the average daily financial volume of the segment.

Revenues not tied to trading/settlement transactions: Totaled R$481,300 thousand (19.6% of total revenues), up 19.6% yearon-year, as a result of the performance of certain services: vendors (+40.6%), securities lending (+27.1%) and depository
(+11.7%).
YEAR ENDED DECEMBER 31, 2014 COMPARED WITH YEAR ENDED DECEMBER 31, 2013
From 2013 to 2014, Total Revenues climbed by 5.0%, from R$2,364,956 thousand to R$2,246,452 thousand.

Revenues from trading and settlement fees earned within our BM&F Segment. These declined 5.5% year-on-year, to R$866.6
thousand (38.6% of total revenues), due primarily to a 9.3% drop in traded volumes compared with 2014 partially offset by a
5.3% increase to average rate per contract (RPC).

Revenues from trading and settlement fees earned within our BOVESPA Segment. These declined 4.6% from the prior year and
amounted to R$977,373 thousand (43.5% of the total), primarily due to a 1.7% year-on drop in average daily trading value,
coupled with lower margin rates, which declined 2.5% from the prior year.

Revenues not tied to trading and settlement operations. These shrank 5.2% year-on-year to R$402,502 thousand (17.9% of
total revenues).
b.

factors that materially influence the results of operations

YEAR ENDED DECEMBER 31, 2015 COMPARED WITH YEAR ENDED DECEMBER 321, 2014
Throughout 2015, the markets operated by BM&FBOVESPA were notably impacted by a deteriorating Brazilian economy and
changing global scenario. The increase in market volatility levels and the strong depreciation of the Brazilian Real against the US
Dollar had a positive effect on the revenues of the BM&F Segment. The average daily volume of contracts traded was 2.9 million
in 2015, up 10.7% year-on-year. Interest rate in USD and Mini contracts were the main highlights, growing 31.7% and 67.5%,
respectively. In the Bovespa Segment, an important reduction from R$2.39 trillion in 2014 to R$2.21 trillion in 2015 was noticed
in the market value of the companies listed. As a result, the volumes traded also decreased, closing the year at R$6.79 billion,
down 6.9% year-on-year.
The group of other revenues not related to volumes traded on the equities and derivatives markets also increased in the period,
rising 19.6% against 2014, particularly reflecting the improvements in the Companys commercial policies, the growth in the
securities lending market and in the Treasury Direct (Tesouro Direto) platform, as well as the exchange rate depreciation, which
had a positive impact on the revenues from vendors.
YEAR ENDED DECEMBER 31, 2014 COMPARED WITH YEAR ENDED DECEMBER 321, 2013
The year 2014 was marked also by a heatedly contested presidential race which resulted in heightened volatility and increased
trading volumes in the second half of the year, down to the voting day. However, this pre-electoral boost in trading activity was
insufficient to make up for the thin volume of trading in the earlier part of the year, so that ultimately the overall volume traded
fell short of the prior year volume both in markets comprising our BM&F Segment and the markets comprising our Bovespa
Segment (equities and equity derivatives).
The BM&F Segment saw a 9.3% fall in average daily contracts traded due mainly by a slump in volume traded in Brazilianinterest rate contracts, which are typically the top traded contracts in this segment. As for the Bovespa Segment, the average
daily value traded in the stock market and the equity derivatives markets dwindled by slight 1.7% year-on-year, to a large
extent having trailed the fall in average market capitalization of listed firms, which is attributable to the countrys deteriorating
macroeconomic landscape.
c.

changes in revenues attributable to fluctuations in prices, exchange rates, inflation rates, changes
in volumes and offerings of new products or services

YEAR ENDED DECEMBER 31, 2015 COMPARED WITH YEAR ENDED DECEMBER 31, 2014

Trading, clearing and settlement systems - BM&F Segment: in addition to the 10.7% increase in the volume of contracts
traded, this revenue line was positively impacted by: (i) the increase in the average RPC of contracts that reference the US

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dollars, notably forex contracts (+37.6%) and US Dollar-denominated interest rate contracts (+42,2%), due to a 40.7%8
appreciation in the average dollar; and (ii) changes in the commercial policy for investors using Direct Market Access (DMA)
tools, which have been in force since January 2015.

Trading, clearing and settlement systems Bovespa Segment: this revenue line was adversely impacted by a 6.9% drop in
the average daily financial volume.

Securities lending: this revenue line was positively impacted by an 18.3% increase in the average value of open interest
positions and changes in the commercial policies for some client groups as from January 2015.

Depository service: this revenue line was positively impacted by: (i) the growth of Treasury Direct, whose average stock

Vendors: this revenue line was positively influenced by: (i) the application, as from July 2015, of the new commercial policy

recorded 46.8% increase; and (ii) changes in the commercial policies adopted by the depository as from April 2015.

and the depreciation of the Brazilian Real against the US Dollar, since 62.0% of this revenue line was denominated in US
currency.

YEAR ENDED DECEMBER 31, 2014 COMPARED WITH YEAR ENDED DECEMBER 31, 2013

Trading and post-trade systems within BM&F Segment. The fluctuation in exchange rates between the years 2014 and

Trading and post-trade systems within BOVESPA Segment. As discussed elsewhere herein, in April 2013 we implemented

Market data (vendors). This revenue line was positively influenced by the appreciation of the US Dollar against the

2013 positively influenced the average RPC for forex contracts (+5.3%) and US Dollar-denominated interest rate
contracts (+5.1%), as the fees we charge for each of these contract groups are denominated in US Dollars. Between
2013 and 2014 the average exchange rate for US Dollars appreciated 8.6% against the Brazilian Real 9.

a price structure rebalancing across the segment (trade and post-trade fees rates mainly) which resulted in changes in
pricing policies that included rate cuts for trades in cash equities by foreign and retail investors, in addition to discounts
by volume range granted to local institutional investors and intraday traders dealing on the equity and option markets.
To a certain extent, these price changes hampered the comparability of the revenue lines related to trading and
settlement fees between 2013 and 2014.

Brazilian Real, as about half of our revenues from sales to financial data vendors originate from foreign customers from
whom we charge fees denominated in US Dollars for payment abroad.
d.

Impact on financial condition and results of operations attributable to changes in inflation rates; in
market prices for the principal raw materials and products; in exchange and interest rates

The increase in interest rates had a positive impact on our financial income, as it determined the basis for remuneration of financial
investments that totaled R$5,201,396 thousand as of December 31, 2015 (not including R$4,853,598 thousand in shares in the
CME Group and the Bolsa de Comercio de Santiago); R$3,354,992 as of December 31, 2014; and R$3,674,171 as of December
31, 2013.
The effects of depreciation of the Brazilian real against the US Dollars were as follows: (i) increase in the average RPC of FX rates
contracts, interest rate in USD contracts and commodities, since these instruments reference the US dollar, as explained in item
10.2.c; (ii) increase in financial expenses, since our onerous liabilities consist of interest rates on the issue of Senior Unsecured
Notes denominated in US dollars, as explained in item 10.1.b; (iii) increase in financial revenue, given that as from September
2015, dividends from the CME Group have been accounted in this line; and (iv) higher revenues from vendors, as set forth in
item 10.2.c.
The inflation rate influences our expenses, in particular expenses with personnel and payroll charges, as ex plained in item
10.1.h above. Under our annual collective bargaining agreement, which is renewed every month of August, personnel and
payroll charges increase. In the past years, personnel and payroll charges have been adjusted according to the IPCA (Exten ded
National Consumer Price Index).

Considers the average closing PTAX rate at the end of the months of December 2013 to November 2014 (base for 2014), and December 14 to November 15
(base for 2015).
9
Considers the average closing PTAX rate at the end of the months of December 2012 and November 2013 (base for the RPC of January 2013 to December
2014).

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10.3 Events having actual or expected material effects on the financial statements
a.

creation or disposal of operating segment

No operating segment was created or disposed of the year ended December 31, 2015. Accordingly, no such event has had or is
expected to have any effects on our financial statements or results of operations.
b.

organization, acquisition or disposal of ownership interest

With the purpose of rebalancing the mix of the Companys assets, BM&FBOVESPA reduced its ownership interest in the CME
Group by disposing of 20% of its investment, as disclosed in a notice to the market issued on September 9, 2015.
Management reassessed its significant influence on the CME Group, taking into account all current quantitative and qualitative
factors, and concluded that the meaning of significant influence, as provided for in CPC 18, no longer existed. Based on this
assessment, the Company reclassified its equity interest for the period from the item Investment in Associate, which is measured
at the equity, to the item "Financial Investments - available for sale, which is measured at market value.
It is worth noting that the reduction of the shareholding and the discontinuity of the equity method does not imply changes in
the fundamental aspects of the strategic partnership between BM&FBOVESPA and the CME Group, which has been fruitful in the
development of technologies, acquisition of know-how, order routing, cross listing of products, and in bringing us closer to global
customers that operate in our market today.
In the first half of 2015, BM&FBOVESPA purchased an 8.3% stake in Chiles Bolsa de Comercio de Santiago for R$43,633 thousand.
This move is part of a strategy to explore partnership opportunities with other exchanges, and invest in opportunities to expand
the Companys activities to other business areas.
c.

extraordinary events or transactions

Impairment
Goodwill from the acquisition of Bovespa Holding is based on both the expectations of future profitability and on the economic
and financial valuation of the investment.
The assumptions adopted for future cash flow projections of BM&FBOVESPA, in the BOVESPA Segment (Cash Generating Unit
(CGU)), were based on analysis of performance over the past years, growth analyses and expectations in the market and
managements expectations and strategies.
BM&FBOVESPA uses the services of an external and independent specialist to measure the recoverable value of assets (value in
use). The report presented by this specialist identified the need to make a negative adjustment in the goodwill book value as of
December 31, 2015, in the amount of R$1,662,681 thousand.

Stock options Long-term Incentive


On February 4, 2015, BM&FBOVESPA offered to the beneficiaries of the Companys Stock Options Plan the following choices: (i)
remaining as holders of their options, or (ii) cancelling the balance of their options and receiving an amount in cash with respect
to those options which had already vested (vested options) and shares issued by the Company, to be transferred to the
beneficiaries in future dates, with respect to those options which had not yet vested (nonvested options). The shares received
with respect to the cancellation of non-vested options are subject to the Stock Grant Plan approved by the Company in an
Extraordinary General Meeting on May 13, 2014.
The cash payment made with respect to the cancellation of the vested options will be registered in the Financial Statements of
BM&FBOVESPA as follows: (i) R$56,372 thousand related to the principal amount, recognized in Shareholders Equity, in the first
quarter of 2015, with no impact on income for the period, since these options had already affected the Companys expenses in
previous financial periods (as set forth in CPC 10 (R1) mentioned above); and (ii) R$33,507 thousand related to payroll charges,
recognized as personnel expenses during 2015 (around 80% in the first quarter), with net impact on income, after deductibility
for purposes of computing income tax and social contribution, in the amount of R$22,784 thousand.
In the case of non-vested options, personnel expenses related to the options plan, with no cash impact, to which BM&FBOVESPA
was already committed and which would be recognized between 2015 and 2018, will be replaced with expenses related to the
Stock Grant Plan over the same period, also with no cash impact. As the transition was carried out at Fair Value, the original
values of the Options (now cancelled) will continue to be used as a reference for expenses with the shares granted (as set forth
in CPC 10 (R1)), with no change in the value to be computed over time. The only additional impact will result from payroll charges
(60.3% applied on the value of the shares transferred to the Beneficiaries), which will be provisioned and recognized as personnel
expenses in proportion to each year and which will impact the Companys cash, almost in its entirety, on the date of transfer of
the shares. In other words, throughout 2015, charges will be provisioned in relation to the shares to be transferred to the
Beneficiaries in January 2016, and so on for each year thereafter.

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In the year ended December 31, 2015, there were no events or transactions characterized as extraordinary events or transactions
related to us and/or our activities which materially influenced, or are expected to materially influence, our financial statements or
results of operations, other than those mentioned above.
10.4 - Managements discussion on:
a.

significant changes in accounting practices

There were no significant changes in our accounting practices in the years ended December 31, 2015, 2014 and 2013.
b.

significant effects of changes to accounting practices

There were no significant changes in our accounting practices in the years ended December 31, 2015, 2014 and 2013.
c.

qualifications and emphasis of matter paragraphs included in the independent auditors report

There were no qualifications and emphasis of matter included in the independent auditors report on the financial statements for
the year ended December 31, 2015.
The independent auditors report on our financial statements for the years ended December 31, 2014 and 2013, included
an emphasis of matter paragraph to the effect that the individual financial statements were prepared in accordance with

the accounting practices adopted in Brazil. In the case of BM&FBOVESPA S.A. Bolsa de Valores, Mercadorias e Futuros,
these practices differ from IFRS applicable to separate financial statements only in relation to the measurement of
investments in subsidiaries and associate entities accounted for under the equity method, since IFRS would require them
to be carried at cost or fair value. Our opinion is not qualified with respect to this matter.
Upon issuance of pronouncement IAS 27 (Separate Financial Statements), reviewed by the IASB in 2014, the individual financial
statements issued under the IFRS allow the use of the equity method for valuation of investments in subsidiaries and associates.
In December 2014, CVM issued Resolution No. 733/2014, which approved Technical Pronouncement Review Document No. 07
referring to CPC Pronouncements 18, 35 and 37 issued by the Brazilian Accounting Pronouncements Committee (CPC), and
incorporated said review to IAS 27, allowing the its adoption as from the year ended December 31, 2014. Consequently, the
individual financial statements are in full accordance with the IFRS as from that year.
10.5 - Critical accounting policies
a.

accounting estimates made by Management about uncertainties and material issues related to the
description of the financial condition and results of operations, and requiring subjective or
complex judgment, such as: provisions, contingencies, recognition of revenues, tax credits, longterm assets, useful life of noncurrent assets, pension plans, adjustments to foreign currency
translations, environmental recovery costs, impairment testing of assets and financial instruments

Impairment
Goodwill from the acquisition of Bovespa Holding is based on both the expectations of future profitability and on the economic
and financial valuation of the investment.
The assumptions adopted for future cash flow projections of BM&FBOVESPA, in the BOVESPA Segment (Cash Generating Unit
(CGU)), were based on analysis of performance over the past years, growth analyses and expectations in the market and
managements expectations and strategies.
The deterioration in the macroeconomic scenario over 2015, especially in the last quarter, affected the Bovespa Segment, causing
a decrease in the listed companies market value and, consequently, in traded volumes. Associated with the downturn in the
current scenario, the interest rate and country risk projections for the short and long terms also caused a decrease in the CGUs
value in use.
Based on the growth expectations of the Bovespa Segment, the projected cash flow considers revenues and expenses related to
the segments activities. The projection period of these cash flows covers the period from December 2015 to December 2025.
The perpetuity was determined by extrapolating the 2025 cash flow at a growth rate corresponding to that expected for the
nominal GDP in the long term, of 7.11% p.a.
Management understands that a ten-year projection period is based on the perception that the Brazilian capital market, in the
variable income segment, should undergo a long period of growth until the long-term maturity is reached.
To determine the present value of the projected cash flow, an average after-tax discount rate of 15.6% p.a. was used, which is
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equivalent to a 17.4% rate before taxes. (2014 equivalent to 14.1% and 15.6%, respectively).
BM&FBOVESPA uses an outside and independent specialist to assist it in measuring the recoverable amount of an asset (value in
use). The report submitted by the specialist identified that a negative adjustment to the goodwill book value at December 31,
2015, in the amount of R$1,662,681, is necessary.
The three most significant variables that affect the calculated value in use are the discount rates, net revenue growth rate, and
perpetuity growth rate. BM&FBOVESPA management analyzed sensitivity in order to determine the impacts of changes in those
variables on the calculated value in use: increase by 120bps in discount rate of taxes (standard deviation of discount rates in the
past five years); decrease by 190bps in annual average revenue growth rate for the period from 2016 to 2025 (15% reduction);
and decrease by 50bps in perpetuity growth rate (standard deviation of average 10-year series of Brazilian actual GDP). Sensitivity
scenarios reveal values in use of the CGU between 3% and 14% lower than the value in use estimated in the independent
specialist report.
Management will continue to monitor over the next year the latest external and internal indicators in order to identify any
deterioration that could result in losses due to impairment of assets.

Provisions for tax, civil and labor contingencies


BM&FBOVESPA and its subsidiaries are defendants in a number of legal and administrative proceedings involving labor, tax and
civil matters arising in the ordinary course of business.
The legal and administrative proceedings are classified by their likelihood of loss (probable, possible or remote), based on the
assessment by BM&FBOVESPAs legal department and external legal advisors, using parameters such as previous legal decisions
and the history of loss in similar cases.
The proceedings assessed as probable loss are mostly comprised as follows:

Labor claims mostly relate to claims filed by former employees of BM&FBOVESPA and employees of outsourced service
providers, on account of alleged noncompliance with labor legislation;

Civil proceedings mainly relate to aspects of civil liability of BM&FBOVESPA and its subsidiaries;

Tax proceedings mostly relate to PIS and COFINS levied on (i) BM&FBOVESPA revenues and (ii) receipt of interest on
equity.
Lawsuits assessed as a possible loss are not provisioned. The amounts at risk in these cases totaled R$1,027,832 thousand as of
December 31, 2015, where: R$54,812 thousand relates to labor cases, R$355,700 thousand relates to civil law cases, and
R$671,320 thousand relates to tax cases, as detailed under Note 14 of the financial statements for the year ended December 31,
2015.
In the case of proceeding assessed as remote loss, it is important to mention the Brazilian IRS notice of delinquency, questioning
the amortization, for tax purposes, of goodwill on merger of shares of Bovespa Holding S.A. into BM&FBOVESPA. At December
31, 2015 the administrative proceeding amounted to R$3,195,188 thousand for the fiscal benefits obtained between 2008 and
2011.

Investments Equity in associate (Equity Accounting)


BM&FBOVESPA applies the equity method of accounting to value investments in business over which we have the ability to
exercise significant influence. Our judgment of the degree of influence we exercise over the investment considers key factors,
such as equity interest, representation at the Board of Directors, participation in defining business policies and trades, and material
intercompany transactions.
Aiming at rebalancing its mix of assets, BM&FBOVESPA disposed of 20% of the shares held in the CME Group (equivalent to
3,395,544 Class A Common Stocks, or 1% of total shares issued by the CME Group), reducing its interest to 13,582,176 shares
(4% of total shares issued by the CME Group), as per the Notice to the Market issued on September 9, 2015.
As a result of the consolidation of the strategic partnership entered into in 2010, the natural maturation of the process of transfer
of knowledge and technology between the companies, and the disposal of a portion of the interest held by the Company,
Management reassessed its the significant influence on the CME Group, taking into account all current quantitative and qualitative
factors, and concluded that the meaning of significant influence, as defined in CPC 18, no longer existed regarding the CME
Group.
Accordingly, the Company reclassified its equity interest in the CME Group, as from September 14, 2015 (date of the financial
settlement of the sale), from the item Investment in Associate, which is measured at the equity method, to the item "Financial
Investments - available for sale, which is measured at market value. The previous net investment hedging structure was
discontinued, and other comprehensive income for the underlying investment and the hedging instrument were taken to income
for the period.
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Classification of financial instruments


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

Financial assets measured at fair value through profit or loss


Financial assets measured at fair value through profit or loss are financial assets held for active and frequent trading or assets
designated by the entity upon initial recognition. Gains or losses arising from the changes in fair value of financial instruments
are recorded in the income statement in Financial results for the period in which they occur.

Receivables
This category includes non-derivative financial assets with fixed or determinable payments that are not quoted in an active market.
Receivables of BM&FBOVESPA mostly comprise customer receivables. Receivables are recorded at amortized cost using the
effective interest rate method less any impairment losses.

Available-for-sale financial assets


Available-for-sale financial assets are non-derivatives classified in this category or not classified in any other. Available-for-sale
financial assets are recorded at fair value. Interest on available-for-sale securities, calculated using the effective interest rate
method, is recognized in the income statement as financial income. The amount relating to the changes in fair value is recorded
as a matching entry to comprehensive income, net of taxes, and transferred to the income statement when the asset is settled
or becomes impaired.

Stock Options Plan


According to the Notice to the Market dated February 4, 2015, BM&FBOVESPA decided to offer to the beneficiaries of grants
carried out under the Companys Stock Options Plan the following choices: (i) remaining as holders of their options, or (ii)
cancelling the balance of their options and receiving an amount in cash with respect to those options which had already vested
(vested options) and shares issued by the Company, to be transferred to the beneficiaries in future dates, with respect to those
options which had not yet vested (nonvested options).
For further information regarding BM&FBOVESPAs stock options plan, please refer to item 10.3.c. of this reference form.

Post-retirement healthcare
BM&FBOVESPA offers post-retirement healthcare benefit to the employees who have acquired this right until May 2009. The right
to this benefit is conditional on the employee remaining with the Company until the retirement age and completing a minimum
service period. The expected costs of these benefits are accumulated over the period of employment or the period in which the
benefit is expected to be earned, using the actuarial methodology that considers life expectancy of the group in question, increase
in costs due to the age and medical inflation, inflation and discount rate. The contributions that participants make according to
the specific rule of the Health Care Plan are deducted from these costs. The actuarial gains and losses on the health care plan for
retirees are recognized in the income statement in accordance with the rules of IAS 19 and CPC 33 - Employee Benefits, based
on actuarial calculation prepared by an independent actuary, according to Note 18(c).
For further information regarding BM&FBOVESPAs post-retirement healthcare plan, please refer to Note 18 to the Financial
Statements for the year ended December 31, 2015.
10.6 - Material off-balance sheet arrangements
a.

off-balance sheet items

Collateral for transactions: Transactions carried out on BM&FBOVESPA markets are secured by deposits of margins in cash,

government bonds and corporate debt securities, bank letters and stocks, among other. These collaterals are treated off-balance
sheet, except for those received in cash. For further information, see item 10.7 below.
i.

operating lease transactions (as lessor or lessee)

There are no material operating lease transactions undisclosed in our consolidated financial statements.

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ii.

obligations and risks retained under written off receivables portfolios, and related
liabilities

No receivables portfolio have been written off over which we have retained obligations or incurred risk.
iii.

commitments to purchase or sell products or services in the future

There are no material purchase or sale commitments undisclosed in our consolidated financial statements.
iv.

unfinished construction contracts

We have no construction contracts undisclosed in our financial statements.


v.

take-out financing commitments

We have no take-out commitments agreed with any parties.


b.

other off-balance sheet items

Banco BM&FBOVESPA manages a fund called Fundo BM&FBOVESPA Margem Garantia Referenciado DI Fundo de Investimento
em Cotas de Fundos de Investimento, with net assets of R$165,794 thousand as of December 31, 2015 (R$136,331 thousand in
2014; R$66,008 thousand in 2013).
As a custodian, the Bank is responsible for the custody of: securities on behalf of nonresident investors in total amount of
R$493,331 thousand as of December 31, 2015 (R$365,548 thousand in 2014; R$261.952 thousand 2013); and (ii) agricultural
securities registered in the BM&FBOVESPA System for Registration of Custody of Agricultural Securities in total amount of R$0
thousand as of December 31, 2015 (R$15,079 thousand in 2014; R$15,079 thousand in 2013).
10.7 Discussion of off-balance sheet items
i.
ii.
iii.

how off-balance sheet items change or may change revenues, expenses, results of
operations, financial expenses and other balance sheet line items
nature and purpose of the transaction
nature and amount of obligations and rights arising from the transaction in favor of the
Company

Collateral for transactions:


BM&FBOVESPA operates four clearing houses that, according to the Central Bank of Brazil, perform systemically material roles:
the BM&FBOVESPA Clearinghouse (futures, forwards, options and swaps); the equities and corporate debt securities clearing
house (cash, forward, option and futures transactions, and securities lending); the FX clearing house (spot FX market
transactions); and the securities clearing house (cash or forward transactions, definitive and repo transactions, in addition to
securities lending).
Through these clearing facilities, BM&FBOVESPA operates as a central counterparty (CCP) to ensure the transactions carried
out on these markets. This means that, in acting as a clearing house, BM&FBOVESPA becomes responsible for full completion
of the transactions carried out and/or registered in its systems.
Acting as a central counterparty, BM&FBOVESPA absorbs the credit risk of participants who use its clearing and settlement
systems. When a participant fails to make the payments due, or deliver the assets or goods due, BM&FBOVESPA uses its collateral
mechanisms to assure the settlement of registered trades, within the scheduled timeframe, as foreseen. In the event of a failure
or insufficiency of the safeguard mechanisms of its clearing houses, BM&FB OVESPA may have to use its own equity, as a last
resort, to ensure the proper settlement of trades.
For proper risk mitigation, each clearing facility has its own risk management system and safeguard structure. To a large
extent, each of these safeguard structures adopts a loss-sharing arrangement model named defaulter pays, whereby the
collaterals given by each participant should be able to absorb, to a high degree of reliability, any potential losses associa ted
with a participants default. Thus, the amount required as collateral from participants is a key element of the structure by which
we manage potential market risks associated with our role as a central counterparty clearing house.
Transactions carried out in BM&FBOVESPA markets are secured by deposits of margins in cash, government bonds and corporate
debt securities, bank letters and stocks, among other. As of December 31, 2015, the aggregate collateral pledged to our clearing
houses totaled R$305,162,253 thousand (R$242,079,177 thousand and R$214,389,365 thousand at December 31, 2014 and
2013 respectively). Of this total, R$303,824,243 thousand (R$240,757,242 thousand at December 31, 2013; R$212,316,376
thousand at December 31, 2013) was registered in off-balance sheet accounts.
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For additional information on collateral pledged to our clearing houses and our safeguard structures, see Note 17 to our Financial
Statements for the year ended December 31, 2015.
10.8 Business plan
a.

Investments
i.

quantitative and qualitative description of ongoing and planned investments

Since early 2010, we have been investing heavily in offering a streamlined, efficient infrastructure to market participants and
clients, as well as capturing and potentializing growth opportunities existing in the country. These capital expenditures should
further boost our strategic position and sharpen our competitive edge.
According to our estimates, from 2010 to 2016 investments should total approximately R$1,600,000 thousand, of which
R$227,008 thousand were made in 2015; R$240,220 thousand in 2014; R$289,224 thousand in 2013; R$258,363 thousand in
2012; R$204,041 in 2011; and R$268,362 thousand made 2010. The larger part of this plan consists of investments in technology.
Furthermore, we believe in BM&FBOVESPAs potential for growth and a have clear understanding of the important role our
Exchange performs as a driver of strength and development for the Brazilian capital markets. We strongly believe our investments
in technology and products are key factors to improve the quality of the services we offer, and to strength and enhance market
transparency.
Technology Developments
One of our strategic objectives is to offer prime Information Technology (IT) services to market participants. To this end, our
investments in IT projects were as follows: R$221,433 thousand in 2015; R$231,315 thousand in 2014; R$278,607 thousand in
2013; R$231,722 thousand in 2012; R$183,444 thousand in 2011, and R$219,261 thousand in 2010. Below are the main projects
we have completed or on which implementation we have been working on:

New trading platform - PUMA Trading System


In the first half of 2010, consistent with our partnership agreement with the CME Group, we started the joint development of
a multi-market and multi-asset class trading platform. This new platform, which is co-owned by the two exchanges, has
replaced our previous trading systems for equities, derivatives, spot FX and corporate debt securities. This development places
the BM&FBOVESPA trading platform among the most advanced and efficient of the exchange industry and gives us technological
independence. It should also be noted that the new platform has brought greater efficiency to BM&FBOVESPA and to market
participants, who may now have access to the different markets operated by BM&FBOVESPA using a single system.
In the second half of 2011 we completed the implementation of the first stage of the PUMA Trading System project, comprising
the derivatives and spot forex module, which is now fully operational. The equities module became operational in the first half of
2013 and the corporate debt securities module migrated to the new system at the end of the first half of 2014. Throughout 2015,
we developed and added new functionalities to the system, such as scheduling the exercise of options, market hedging and
weighted average price tunnels for assets of the BM&F Segment, and hedging of contracts and structured transactions during
auctions.

Post-Trade Integration
Since the merger of the two exchanges, in 2008, one of our most important projects has been the integration of our
clearinghouses. This integration will provide us, and particularly market participants, with greater efficiency, by allowing the
optimization of the use of capital in the settlement of transactions and allocation of collateral to cover risk exposures (opposite
risks taken in different markets can be offset).
The project made headway in the last quarter of 2011, when we announced licensing of the RTC software, produced by the
Swedish company Cinnober. The RTC system will be the backbone of our integrated clearing, allowing greater technological
innovations for being a trading system in essence, that is, focusing on performance, availability and stability, without putting aside
security and maintaining the strength of current models.
Late in 2012, we officially launched our Post-Trade Integration Program (Programa de Integrao da Ps-Negociao - IPN) in
connection with the creation of the new integrated clearing house, which will count on a new groundbreaking risk management
system in the international market. This will enhance the competitive edges of BM&FBOVESPA by offering a single risk and
collateral management system to all participants, and providing greater efficiency in capital allocation to the deposit of collateral
related to multimarket and multi-asset portfolios.
In August 2014, the new BM&FBOVESPA Clearinghouse went on stream for the entire derivatives market of the BM&F Segment.
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As well as the new technology infrastructure, a new CORE risk calculation system was implemented. This new integrated
clearinghouse has brought greater efficiency in capital allocation to the deposit of collateral related to multimarket and multiasset portfolios, increasing BM&FBOVESPAs competitive edge. For example, on the launch date of BM&FBOVESPA Clearinghouse
for the derivatives market, for the same open positions and without increasing system risk, the amount of collateral required was
reduced by R$20 billion. The development of the second phase of the project has now begun, which will encompass the equities
and corporate debt securities market.
In 2015, BM&FBOVESPA followed the plan for the second phase of BM&FBOVESPAs new integrated Clearinghouse, which
comprises the integration of post-trade for the equities and corporate debt securities markets with the derivatives phase, already
in place. The technological development of the second phase has been completed in 4Q15, and integrated testing and certification
with market participants have already been initiated. In 2016, these integrated tests will continue, and should be followed by a
simultaneous production phase, which will replicate, in the test environment, all the transactions carried out in the production
environment. The deadline for migration will depend on the test results, as well as on regulatory authorization.

New data center


We are now investing in a new data center in order to restructure and streamline our existing data centers, which will result in a
truly modern, efficient, safe and high-performing platform that is better prepared to support our future growth. We centered our
strategy on two primary data centers: one designed for our trading systems, and the other planned to host our post-trade systems.
One of the data center has been operational since June 2010, being a leased high-capacity hosting facility operated by our IT
team. The New Data Center was designed and built to allow the installation of a more efficient and safer technological platform
with greater capacity and prepared to meet our future growth, as well as to host the infrastructure of market participants and
clients. The construction of our new data center began late in 2012 and was completed in the first half of 2014. In 2015, the New
Data Center was integrated to the BMF&BOVESPA data network, with the migration of the trading systems development
infrastructure (PUMA) and installation of the basic IT infrastructure required for the second phase of the new BMF&BOVESPA
Clearinghouse. Finally, activities like data communication accesses of participants and clients also migrated to the New Data
Center.

OTC market and fixed-income securities platform (IBalco)


BM&FBOVESPA is permanently investing in the reformulation and expansion of services provided in the fixed income and OTC
markets, focusing on three main aspects: OTC derivatives registration, financial instrument registration, and trading and
custody of fixed-income securities.
Regarding OTC derivatives, BM&FBOVESPA completed migration of registration of non-deliverable forward currency contracts
(NDFs), swaps and flexible options from the legacy platform to a modern and flexible platform that will expand the range of
products offered with or without a central counterparty.
Regarding financial instruments, in 2015 we started offering registration services for scaled Bank Deposit Certificates (CBD) and
Financial Bills (LF), increasing the portfolio of products offered to clients.
ii.

sources of financing for investments

The primary source of funds we currently use to finance our strategic investment plans is our operating cash flow. We may also
consider alternative sources of funding by taking bank loans, or accessing government financing programs or the domestic or
international capital markets, or eventual dispose of our assets. In 2010, we accessed the capitals market (Senior Unsecured
Notes) as an alternative to finance our investments.
iii.

planned and ongoing material divestments

Not applicable, as there are no material divestments being considered or ongoing.


b.

disclosed acquisitions of plants, equipment, patents and other assets, which are expected to
materially influence production capacity

There are no disclosed acquisitions of plants, equipment, patents and other assets, which are expected to materially influence
our production capacity, other than those discussed under item 10.8.a (i) above.
c.

new products and services


i.

description of previously disclosed ongoing research

Not applicable, as our ongoing research studies are discussed under item 10.8.a(i) above.
ii.

total expenses incurred in research for development of new products or services


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Reference Form 2016 BM&FBOVESPA S.A. - Bolsa de Valores, Mercadorias e Futuros (BVMF3)

Not applicable, as our expenses with research studies are discussed under item 10.8.a(i) above.
iii.

previously disclosed and ongoing development projects

There are no previously disclosed projects under development, other than those discussed under item 10.8.a (i) above.
iv.

total expenses incurred in developing new products or services

Not applicable, since the amounts spent in developing new products or services are discussed under 10.8.a (i) above.
10.9 - Other factors with material influence
Some events occurring at the beginning of 2016 may substantially impact the Quarterly Information and Financial Statements for
2016, such as:
a. The Conclusion of the negotiations for the business combination with CETIP through a corporate restructuring through which
CETIP shareholders will hold approximately 11.8%10 of BM&FBOVESPA's share capital (see item 6.5 and 15.8 for further
information);
b. Sale of the totality of the Company's interest in CME Group (4% of the total number of shares issued by CME Group) announced
by the Material Fact dated April 7, 2016, to meet the Company's needs in the context of the proposed business combination with
CETIP;
c. Acquisition of a 4% stake in Bolsa Mexicana de Valores, in an investment of approximately R$ 136 million as announced in per
Notice to the Market dated April 5, 2016.

11. PROJECTIONS
11.1 - Released projections and assumptions
The information in this item reflects managements expectations regarding the future of the Company, and is dependent on
market conditions, and on the economic performance of Brazil, of the industry and the international markets, thus, being
subject to change.
The adjusted expenses and investments budgets for 2017 will be reviewed in the event of approval and conclusion of the
business combination with Cetip S.A. Mercados Organizados.
a.

subject matter

Opex budget adjusted for depreciation and amortization, stock granting plan (principal and social charges), stock options
plan, transaction cost and planning of the proposed business combination with Cetip, that is still pending regulatory
approval, and transfer of fines, provisions and incentive programs to market participants.

Capex budget
b.

time frame and effectiveness

Time frame: fiscal years 2016 and 2017.

Effectiveness: fiscal year ending December 31, 2016 and fiscal year ending December 31, 2017.
c.
Projection assumptions, including indication of those that may be influenced by Management and
those that are beyond Managements control

The projections disclosed are based on the Companys budget for the years 2016 and 2017. The periods disclosed are defined in
accordance with managements expectations, being subject to change, when required.
10

Estimated considering that on the Date of Consummation of the Transaction there will be 264,883,610 common shares of CETIP (considering a total of 262,978,823 shares,
excluding 3,513,011 treasury shares and including 5,417,798 shares deriving from the early vesting of stock option plans). The number of CETIPs outstanding shares may vary until
the Date of Consummation of the Transaction.

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With regard to expenses, which are adjusted for depreciation and amortization, stock granting plan (principal and social charges),
stock options plan, transaction cost and planning of the proposed business combination with Cetip, that is still pending regulatory
approval, and transfer of fines, provisions and incentive programs to market participants, throughout 2016 and 2017 we will be
working towards deepening our internal controls and diligent management of the Companys headcount and general budget in
order to offset inflation and foreign exchange effects, which are beyond our control.
With regard to investments, the principal projects considered in the Companys 2016 and 2017 capex budget relate to the
development of our IT infrastructure and platforms, as follows:

Integration of clearinghouses;
Update of PUMA Trading System infrastructure;
Transfer of equipment (moving) to the new Data Center;
Improvements in IT infrastructure;
Deepening initiatives (BTC and market makers, among other).
d.

budget indicators

Adjusted operating expenses were projected for an interval between R$640,000 thousand and R$670,000 thousand in
2016 and between R$675,000 thousand and R$705,000 thousand in 2017.

Capex were projected for an interval between R$200,000 thousand and R$230,000 thousand in 2016 and between
R$165,000 thousand and R$195,000 thousand in 2017.

11.2 - Monitoring and revisions of budget projections


a.

identify updated and repeat projections included herein

The adjusted operating expenses and capital expenditures included in our capex and opex budgets are now repeated for 2016
and include for 2017.
b.

comparison of estimates versus actual data for prior periods; reasons leading to budget deviations,
if any.

For the year 2015, the interval projected for the opex budget was within a range between R$590,000 thousand and R$615,000
thousand, whereas actual adjusted operating expenses amounted to R$614,350 thousand; the interval projected for investments
was within a range between R$200,000 thousand and R$230,000 thousand, whereas actual investments totaled R$227,008
thousand, within the budget range.
For the year 20144, the interval projected for opex budget contemplated adjusted operating expenses within a range between
R$585,000 thousand and R$595,000 thousand, whereas actual adjusted operating expenses amounted to R$592,349 thousand.
The interval projected for capex was within a range between R$230,000 thousand and R$260,000 thousand, whereas actual
investments totaled R$240,220 thousand, in either case within the budget range.
For tye year 20135, the interval projected for adjusted operating expenses was within a range between R$560,000 thousand and
R$580,000 thousand, whereas actual investments amounted to R$575,764 thousand. The interval projected for investments was
within a range of R$260,000 thousand and R$290,000 thousand, whereas actual investments totaled R$289,170 thousand, in
either case within the budget range.
c.

report and explain, as the case may be, sustained and revised projections for the current period
as of the date of this form

Our 2016 and 2017 opex and capex budget projections continued to be valid as of the date of the submission of this reference
form.

4 In addition to the adjustments mentioned in item 11.1.c, the opex budget for 2014 was adjusted to include taxes on dividends of the CME Group.
5 In addition to the adjustments mentioned in item 11.1.c, the opex budget for 2013 was adjusted to include taxes on dividends of the CME Group.

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12. SHAREHOLDERS MEETING; MANAGEMENT


12.1 - Administrative structure of the issuer
a.

responsibilities of each administrative body and committee;

Responsibilities of the board of directors: In addition to responsibilities prescribed under the legislation in effect, our
bylaws, and the Internal Regulations of the board of directors, this body is responsible for (a) setting the general business
guidelines for us and our subsidiaries; (b) except as provided for in article 38, indent g of the bylaws, giving prior consent
for contracts of any type and transactions or waivers of rights entailing obligations not contemplated in the annual budg et
which are in excess of the Reference Amount (which, according to our bylaws, is defined as one percent (1%) of our
shareholders equity, ascertained at the end of the prior fiscal year); (c) appointing the executive officers of subsidiaries (for
which purpose the directors are to defer to the recommendations of the chief executive officer, unless any such
recommendation is outvoted in a poll by a qualified majority of directors representing 75% of the board membership); (d)
providing shareholders with a list of three nominee specialized firms with ability to evaluate our shares and prepare a valua tion
report, in the event a tender offer is to be implemented in the course of a going-private process (and our deregistration as a
public company) or for our shares to be delisted from the Novo Mercado; (e) within 15 days after the announcement of any
type of tender offer initiated for shares issued by us, expressing a reasoned opinion related to the tender offer; (f) approving
rules for access to our markets, including rules on granting, suspension and withdrawal of Access Permits, in addition to
clearing and settlement rules to define and regulate transactions in securities, bonds and derivative contracts admitted for
trading and/or registered in any trading, registration, clearing and settlement systems operated by us or a subsidiary ; (g)
approving rules related to listing, suspension and delisting of securities, bonds and contracts, and their relevant issuers; and
(h) ordering limited or market-wide trading halts in serious emergency events which otherwise would disrupt or adversely
affect the orderly operation of markets operated by us or a subsidiary, provided prompt notice of any such decision is to be
given to the Brazilian Securities Commission ( Comisso de Valores Mobilirios ).
Responsibilities of the board of chief executive officers. The board of executive officers represents our Company and
is responsible for managing our business in line with the guidelines set by our directors. In addition to responsibilities prescribed
under Brazilian Corporate Law, our bylaws, and the Internal Regulations of this body, the board of executive officers is
responsible for (a) abiding by, and enforcing our bylaws and the decisions of our board of directors and shareholders meetings;
(b) within its sphere of authority, performing any and all acts necessary to ensure the regular cours e of business and fulfill our
corporate purpose; and, (c) coordinating the activities of our subsidiaries.
Moreover, the board of executive officers has powers to (i) declare a clearing participant in default of its obligations vis --vis
our clearing facilities, ordering appropriate action to be taken; (ii) assign operating, credit and risk limits to participants that
operate directly or indirectly in our clearing facilities; (iii) define processes for common adoption at each of our clearing
facilities, and for the integration of trading systems, clearing and settlement systems, risk management and margin systems;
and (iv) order the total or partial closing out of open positions held by permit-holding participants in one or several markets.
Responsibilities of the board advisory committees

Audit Committee. The primary responsibilities of the audit committee, which has its own specific internal regulations, include

making recommendations concerning the independent auditors, as well as assessi ng and approving our internal controls
structure and internal and independent auditing processes, in addition to assessing our annual and quarterly financial
information, and supervising the financial reporting activities and performing other functions est ablished in our bylaws and
under the applicable regulations. For the composition of this committee, see the information under section 12.6 of this Form.

Compensation Committee. The primary responsibilities of the compensation committee, which is subject to the internal

regulations for the advisory committees, include reviewing and evaluating our compensation guidelines, standards and policy,
including as to benefits for directors, committee and advisory members. For the composition of this committee, see the
information under section 12.6 of this Form.

Nominations and Governance Committee. The primary responsibilities of the nominations and governance committee, which is

subject to the internal regulations for the advisory committees, include safeguarding the credibility and legitimacy of the a ctions
taken by the Company and its subsidiaries. For the composition of this committee, see the information under section 12.6 of this
Form.

Risk and Finance Committee. The primary responsibilities of the risk and finance committee, which has its own specific internal

regulations, include monitoring and assessing risks, including market, liquidity, credit and systemic risks affecting markets we
operate from a strategic and structural standpoint, as well as assessing the Company s financial position and capital structure.
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For the composition of this committee, see the information under section 12.6 of this Form.

Securities Intermediation Industry Committee . The primary responsibility of this committee, which is subject to the internal
regulations for the advisory committees, is to consider the problems that affect the intermediary institutions that participate
in the markets operated by BM&FBOVESPA and make recommendations to our Board of Directors regarding actions oriented
towards strengthening these institutions. For the composition of this committee, see the information under section 12.6 of this
Form.
Issuer Regulation Committee. The primary responsibility of this committee, which has its own specific internal regulations, is
oversight activities of the companys Department of Issuer Regulation.
IT Committee. The primary responsibilities of this committee (i) to analyze and monitor new technologies that represent
opportunities, as well as impacts on our business; (ii) to analyze possible reformulation of the business model via the adoption
of new technologies; and (iii) to track indicators that translate customer perceptions of the companys IT services .
Responsibilities of the executive advisory committee

Technical Market Risk Committee: The responsibilities of the market risk committee, which has its own specific internal

regulations, include (i) evaluating macroeconomic conditions and their impact, in terms of risk, on the markets in which the
Company operates; (ii) setting standards and guidelines for the determination of margin requirements; (iii) setting standards and
guidelines for the valuation of assets accepted as collateral; (iv) setting guidelines determining the form and/or amounts of
collaterals required under transactions carried out or registered in any of the trading, registration, clearing and settlement systems,
including transactions carried out through our subsidiaries and collateral under open positions; (v) proposing policies for
management of collaterals; (vi) analyzing systemic leveraging; (vii) analyzing and proposing measures for improvement of risk
management systems; and (viii) conducting other analytic processes, as deemed befitting matters within the sphere of
competence of the Chief Executive Officer. For the composition of this committee, see the information under section 12.6 of this
Form.
Credit Risk Technical Committee: This committee, which has a proper and specific bylaws, has the task to make
recommendations on the following topics: (i) definition of criteria, limits and parameters for credit risk control for Access
Authorization holders and other participants; (ii) the risk limits assigned to the participants of the Company's clearinghous es;
(iii) monitoring and evaluation, periodically, the counterparty risk of Access Authorization holders and others; (iv) definition of
the criteria and parameters for the requirement of additional collateral of participants, whenever appropriate; and (v) furth er
analysis and decisions they deem necessary on the matters described in previous sections.
In addition, under item (g) of article 35 of our Bylaws, the Chief Executive Officer may decide to establish other technical
committees, advisory or operational committees, standardization, classification and mediation committees, work groups, and
advisory bodies, defining their operation, composition, roles and responsibilities.
b.
date the fiscal council was established, if not a permanent body, and the dates on which
committees were established;
Our fiscal council has not been active since our incorporation. We take the view that the functions of a Fiscal Council are
adequately fulfilled by our Audit Committee because it was conceived and established with responsibilitie s (stated under article
47 of our Bylaws, which overlap with those that are legally assigned to a Fiscal Council under Brazilian Corporate Law.
Our Audit Committee as well as the Compensation Committee and the Nominations and Governance Committee (the latter two
previously comprising a single body named Compensation and Nominations Committee) were established at the Extraordinary
Shareholders Meeting held on May 8, 2008.
The Risk Committee was established by the Board of Directors at the meeting held on May 12, 2009, while the Extraordinary
Shareholders Meeting held on April 13, 2015 changed its scope and name to Risk and Finance Committee.
The Technical Market Risk Committee was created on May 8, 2008, and the Credit Risk Technical Committee was establishing
in 02.19,2014.
Additionally, at a meeting held on March 5, 2013, the Board of Directors established the Securities Intermediation Industry
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Committee. However, at the meeting held on May 20, 2016 was approved amendments in Bylaws and the Committee has
become permanent.

The Issuer Regulation Committee was established by the Board of Directors at the meeting held on June 10, 2016.
The IT Committee was created by the Board of Directors at the meeting held on September 23, 2016 and it was established
when the external members were appointed by the Board of Directors at the meeting held on December 16, 2016.
c.

mechanisms for evaluation of performance by each administrative body or committee;

We have no mechanisms for evaluation of the performance of either the board of executive officers or the Technical Market
Risk Committee, as joint decision-making bodies per se.
In addition, the Board of Directors, as a joint decision-making body per se, has adopted a yearly, formal and structured
evaluation process conducted by the President, whose dimensions are twofold: the Evaluation of the Global Performance of
the Board of Directors, and the Evaluation of the Individual Performance of Members. Regar ding the global performance, the
evaluation criteria are classified into four categories: a) strategic focus, b) knowledge and information on the business, c)
independence, and d) Organization and Operation. In the Individual Performance of Members, data i s classified into the
following categories: a) exemption, b) effective contribution for the decision-making process, and c) assertiveness.
The objective of the process is to facilitate structured discussions on continuing performance improvements for sys tematically
enhanced efficiency of the role of the Board of Directors. The first stage encourages mulling over individual performance
through a questionnaire that proposes intensity-rated responses (3-point scale) that fall within one of the above dimension
categories. Results are compiled and discussed at a meeting of the Board, which then establishes the related improvement
action plan.
Evaluations of the officers are conducted at the beginning of the year, at which time we set the targets in line with o ur strategic
plan. The targets are evaluated pursuant to a process whose dimensions are twofold: what (projects, budget and operational
indices) and how (competencies). The final concept and evaluation of all members is presented to the Compensation Committee,
which ratifies the proposal. Given that the Technical Market Risk Committee is composed by Executive Officers and Non -statutory
Officers of the BM&FBOVESPA, we conduct no evaluation of the individual performance of committee members, as each of
their overall performance as a member of the Executive Board and the Non-statutory Board is evaluated as discussed above.
We have no mechanisms for individual evaluation of the members of the Board of Directors and the advisory committees
thereto.
d.

individual powers and responsibilities of the executive officers;

Chief Executive Officer . The responsibilities of the Chief Executive Officer are set forth under article 35 of our Bylaws,

and include, among other things, (a) directing and coordinating the functions of the other Chief Officers; (b) directing
general planning activities for our Company and subsidiaries; (c) setting prices, fee rates, commissions, contributions and
other dues charged from holders of Access Permits and third parties for services we provide in the course of performing
our functional, operational, normative, surveillance and classification activities; (d) monitoring in real time and inspecting
trades and other transactions carried out on and/or registered in our trading, registration, clearing and settlement systems;
(e) taking measures and adopting procedures to prevent transactions that may involve unfair market practices or result in
violations of legal and regulatory norms within the realm of our market surveillance function; (f) ordering limited or marketwide trading halts in serious emergency events which otherwise would disrupt or adversely affect the orderly operation of
markets operated by us or a subsidiary, promptly giving reasoned notice of any such decision to our Board of Directors and
the Brazilian Securities Commission; (g) in certain instances contemplated in the participant access rules and other rules
issued by our Board of Directors, and in the event of suspected violation of the Code of Ethics, taking the precautionary
measure of suspending, for no more than ninety (90) days, the activities of holders of Access Permits, while promptly
communicating the suspension to the CVM and the Brazilian Central Bank; and (h) promptly notifying the CVM of events,
including transient events, that affect the markets we operate.

Chief Financial, Corporate and Investor Relations Office: The responsibilities of the Chief Financial and Corporate Officer

include (a) planning and preparing yearly and multi-year budget forecasts, work plans and capital expenditure plans; (b)
controlling the execution of yearly and multi-year budgets; (c) managing and investing financial resources, and supervising
the performance of these activities by our subsidiaries; (d) directing our accounting, financial planning and taxation
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departments; (e) providing the administrative services required by our business with regard to Contract Management, Asset
Management, Asset Security, Supplies and Logistics, Engineering and Maintenance; (f) supervising the legal team in connection
with legal advice and course of action regarding corporate, litigation, tax and taxation and regulatory matters; (g) providing
information to the investors, the Brazilian Securities Commission and the stock exchange or over-the-counter market where our
securities are traded, as well as updating the registration of the Company, according to CVM regulations, and fulfill other
requirements regarding said regulations; and (h) supervising the activities of the issuer regulation department regarding the
analysis of listing applications, regular and occasional disclosure of issuer information, in addition to compliance with listing
regulations requirements. We should note the Nominations and Governance Committee, which is a standing advisory committee
to our Board, has powers to monitor the activities of our issuer regulation department with the aim of mitigating the potential for
conflicts related to our capacity as a self-listed company.

Chief Operations, Clearing and Depository Office: The responsibilities of the Operations, Clearing and Depository Officer

include (a) managing and monitoring trade operations and the connectivity to our electronic trading platforms (b) directing all
clearing activities for equities, fixed income securities, derivatives, commodities and foreign exchange carried out in our t rading
systems and monitor the distribution and settlement of IPO transactions; (c) supplying and managing services at our central
securities depository and custody activities provided for equities, fixed-income securities, gold and agricultural securities
registered or deposited with our Central Securities Depository and our other custody systems; (d) implementing the function
of central counterparty in the our clearinghouses; and (e) managing the admission and qualification of participants, and the
registration of their representatives, to the markets operated by us and the Brazilian Commodities Exchange ( Bolsa Brasileira
de Mercadorias).

Chief Product and Client Office: The Chief Product and Client Officer is responsible for (a) coordinating the development

of new products and trading structures according to market needs in cooperation with market participants, public and private
entities and other areas of the Company; (b) promoting market efficiency in cooperation with market participants, private and
public entities, by disseminating knowledge and developing solutions to tackle technical hurdles; (c) establishing guidelines for
business development activities in local and international markets, (d) identi fying and designing strategies for new business
opportunities and establishing business relationships with market participants seeking to expand distribution channels; and ( e)
interfacing with customers for our products and Companysservices.

Chief Technology and Information Security Office: The Chief Technology and Information Security Officer is responsible

for (a) monitoring the connections to our electronic trading platforms; and (b) developing and providing the maintenance of all
operating systems, control tools and market surveillance mechanisms, in addition to technology solutions related to the processing
of transactions within the scope of the capital markets.
12.2. Rules, policies and practices regarding shareholders meetings:
a.

call notice periods;

Shareholders meetings are called at least fifteen (15) days prior to the date scheduled for the meeting on first call, and eight
(8) days prior to the date of the meeting on second call.
b.

powers and responsibilities;

In addition to powers allocated under the law and our Bylaws, it is incumbent on the Shareholders Meeting: (a) to approve
stock grants or subscription plans benefitting our and our subsidiaries management members and employees, and certain
other service providers; (b) deciding on action to delist our shares from the Novo Mercado segment of the Brazilian stock
exchange, or to deregister BM&FBOVESPA as a public held company; (c) from a list of candidates appointed by the Board of
Directors, designating a specialized firm to determine the fair value of our shares and prepare a valuation report in the eve nt
of a going private process or our delisting from the Novo Mercado; (d) suspending the rights of shareholders, pursuant to
article 120 of Brazilian Corporate Law n 6404/76 and our Bylaws); (e) deciding on our holding ownership interest in other
companies and/or associations, consortia or joint ventures where any such interest involves an amount in excess of three times
the Reference Amount defined in the Bylaws, for which purpose the legally prescribed quorum to resolve must be observed,
unless the Brazilian Securities Commission ( Comisso de Valores Mobilirios ), or CVM, consents to a lower quorum being
adopted, such as permitted under paragraph 2 of article 136 of Law N 6404/76.
c.

locations (street address and website or e-mail address) at which the documents related to a
shareholders meeting are made available for analysis by shareholders;

Street address: our registered office, at Praa Antonio Prado, 48, 7 th floor, Downtown, So Paulo, State of So Paulo
Electronic addresses: www.bmfbovespa.com.br/ri; www.cvm.gov.br

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d.

identification and management of conflicts of interest;

At this time we adopt no particular mechanism or policy to identify instances where the interests of a shareholder may entail
conflict with our interest on any matter submitted to a Shareholders Meeting.
e.

proxy requests by management for purposes of delegating voting rights;

Pursuant to current practices, we consent to having proxies for shareholders who wish to appoint them giving voting instructions
on how they are to vote their shares at the relevant shareholders meeting.
f.

formal requirements for acceptance of proxies and powers of attorney granted by shareholders,
including indication as to whether proxies sent via computer are acceptable;

We accept electronic proxies (powers of attorney) granted by shareholders that meet certain requirements, including corporate
documents that prove authority for the granting of proxies (or powers of attorney). However, we do not require proxies (or
powers of attorney) to be notarized or consularized.
We have adopted the practice of making available the Online General Meetings platform regarding the Ordinary and
Extraordinary Shareholders Meetings held in recent years. Through this platform, shareholders were able to vote by proxy
on every topic in the order of business, whereupon they are issued digital certification by either a private certificate provider
or by the Infraestrutura de Chaves Pblicas Brasileiras - ICP-Brasil (the certification authority for the Brazilian public key
infrastructure established pursuant to Provisional Measure No. 2200-2 dated August 24, 2001).
In addition to the possibility of granting proxies electronically, proxies can also be granted through a traditional physical
instrument.
Pursuant to article 126, paragraph 1, of the Brazilian Corporate Law, individual shareholders can be represented by proxies who
have been appointed in the past twelve (12) months, and who are shareholders, attorneys, financial institutions or managers at
the Company.
Pursuant to article 126, paragraph 1, of the Brazilian Corporate Law, and in accordance with Circular Letter CVM/SEP 02/2015,
shareholders who are legal entities can be represented by their legal proxies or proxies duly appointed as such, as per the
Companys articles of incorporation or the rules provided for in the Civil Code. Thus, in the case of legal entities, their proxies do
not need to be shareholders, attorneys, or managers at the Company.
In order to facilitate attendance and encourage shareholder participation in General Shareholders Meetings, the Company
voluntarily adopted a remote voting system, as provided for in CVM Instruction 481/2009, as amended, for the fiscal year
2016.
g.

formal requirements for acceptance of remote voting form, when this is sent directly to the
company, informing whether the issuer requires or waives the certification of signatures,
notarization and consularization.

Shareholders who decide to exercise remote voting rights with direct submission to the Company must send the following
documents to Rua XV de Novembro, 275, 5 andar, Centro, CEP: 01013-001, So Paulo/SP Brazil, a/c Diretoria de Relaes
com Investidores:
(i) physical copy of the voting form regarding the general shareholders meeting duly completed, initialed and signed; and
(ii) certified copy of the following documents:
for individuals:
- identity document with a photo of the shareholder;
for legal entities:
- most recent consolidated bylaws or articles of association, and corporate documents that may evidence the sharehoders legal
representation; and
- identity document with a photo of the legal representative.
for investment funds:
- most recent consolidated regulations of the fund;
- bylaws or articles of incorporation of the administrator or manager, as the case may be, according to the funds voting policy,
and corporate documents that may evidence representation powers; and
- identity document with a photo of the legal representative.

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The Company will not require a certified translation of documents whose originals have been drawn up in Portuguese, English or
Spanish, nor of documents attached with their respective translations into these languages. The following identity documents will
be accepted, as long as they include a photo of the bearer: Identity Card (RG), Identity Card for Foreigners (RNE), Drivers License
(CNH) or officially recognized professional cards.
h.
electronic system for receipt of remote voting form or remote participation
We provide no electronic system for receipt of remote voting form or remote participation.
i.

instructions for shareholders or groups of shareholders to include proposed resolutions, slates or


candidates to the board of directors and the fiscal council in the remote voting form

Shareholders who intend to include proposed resolutions, slates or candidates to the board of directors or the fiscal council in the
remote voting form must submit their proposals by mail to Praa Antonio Prado, 48 So Paulo, SP, CEP 01010-901, together
with the documents pertaining to the proposal, or by electronic mail to ri@bmfbovespa.com.br, as provided for in applicable
regulations.
j.

forums or webpages for receipt or sharing of shareholder comments on matters included in the
agenda of shareholders meetings;
We keep no forums or webpages for receipt or sharing of shareholders comments regarding matters included in the agenda
for any shareholders meetings.
k.

other information required for remote participation and exercise of remote voting rights

Shareholders holding shares issued by the Company that are held with central depositaries can transmit the voting instructions
for filling out of the remote voting form to their relevant custody agents, should the later provide this type of service.
12.3 - Rules, policies and practices regarding the Board of Directors
Our Board of Directors has the mission of protecting and enhancing the value of our assets, thereby maximizing long -term
return on investments and caring for the interests of the markets we operate. Our Board of Directors is a joint decision -making
body, responsible for setting our general business guidelines and deciding on strategic issues.
Our Board is composed of a minimum of seven (7) and a maximum of eleven (11) members, most of which must be
Independent Directors, and all are elected by the Shareholders Meeting for two-year (2) terms, reelection being permitted.
The members of the Board of Directors may not be elected for the Companys Executive Board, nor appointed for the Boards
of its subsidiaries.
According to the Bylaws, except as approved by the Shareholders Meeting, only the persons that fulfill the following conditions,
among other conditions, and are in compliance with the legal and regulatory requirements, may be elected as members of the
Board of Directors: (i) over 25 years of age; (ii) have an exemplary reputation and knowledge of the markets operated by the
Company, as well as knowledge of other areas, as provided in the Internal Regulations of the Board of Directors; and (iii) ar e
effectively available to dedicate themselves to their position as a member of the Board of Directors, regardless of any positions
held in other entities, as members of the Board of Directors and/or officers.
The Chairman and Vice Chairman of the Board of Directors are appointed by the absolute maj ority of directors attending the
first Board meeting after their election and investiture.
The presence of an absolute majority of our directors constitutes a quorum to convene any Board meeting on first call. On
second call, any number of attending directors constitutes a quorum to convene.
Except as provided in our Bylaws, the decisions of the Board require an absolute majority of votes of attending directors,
whereby the Chairman of our Board has the casting vote.
a.

number of meetings carried out in the past year, detailing the number of annual and extraordinary
meetings;

Under article 26 of our Bylaws, our Board of Directors meets regularly every other month, pursuant to an annual calendar our
Chairman releases every January, or, if required, extraordinary board meetings may be called pursuant to a three-day (3) call
notice given by the Chairman or, in his absence, the Vice Chairman or otherwise by 2/3 (two thirds) of the board membership.
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The table below sets forth the dates of Board of Directors meetings held in the last year.
2015
02/10/15
02/24/15
03/26/15
03/31/15
04/30/15
05/14/15
05/28/15
06/25/15
07/29/15
08/13/15
09/03/15
09/24/15
10/01/15
11/12/15
11/13/15
11/26/15
12/10/15

b.

Type of meeting
Annual
Extraordinary
Annual
Extraordinary
Annual
Annual
Annual
Annual
Extraordinary
Annual
Annual
Extraordinary
Annual
Annual
Extraordinary
Extraordinary
Annual

provisions in shareholders agreements (if any) restricting or otherwise tying the voting rights of
directors at board meetings;

There are no shareholders agreements in force.


c.

rules for identification and management of conflicts of interest.

Under article 22, paragraph 4, of our Bylaws, no person may be elected to our Board if he or she holds a position in a compan y
that is considered a competitor of ours or of a subsidiary, or if he or she has or represents a conflict of interest with us or any
of our subsidiaries. A person is deemed to have a conflict of interest if, cumulatively, (i) the shareholder who elected such
person also has appointed a director of any competitor; and (ii) the person has subordination relations with the shareholder
who elected such person.
Additionally, to determine whether or not a conflict of interest exists in the above circumstance, and according to our
Bylaws, a director is deemed to have been elected by (i) the shareholder or group of shareholders individually electing said
director; or (ii) the shareholder or group of shareholders whose votes, in a cumulative voting system, per se, were sufficien t
to elect the director, or whose votes would have been sufficient had the cumulative voting system been adopted, tak ing
into account the number of shareholders attending the meeting; or (iii) the shareholder or group of shareholders whose
votes, per se, would have been sufficient to achieve the minimum percentage set under paragraph 4 of article 141 of Law
n 6404/76 for exercise of the right to elect a director by a separate vote.
Under paragraph 5 of article 26 of our Bylaws, a conflicted director must not have access to information, take part in the
deliberations of the Board or any management body, vote, or in any way, interfere in matters regarding which he or she has a
direct or indirect conflict regarding the interests of the Company, pursuant to the law.
Moreover, under paragraphs 8 and 9 of article 22 of our Bylaws our Board members must not include two di rectors having
ties with a single participant with access to our markets or with a single entity, conglomerate or economic group.
Our Bylaws define ties as any of the following:
(a) a continuing relationship based on an employment contract or service provision agreement or an office in any
administrative, advisory, tax or decision-making body;
(b) directly or indirectly holding ownership interest in shares representing at least ten percent (10%) of the capital stock
or voting stock; or
(c) being a spouse, common law spouse or relative to the second degree.
While for the most part our Board is composed by Independent Directors, the interests of all our directors, independent or
not, are in line with our interests.
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Under our Bylaws, Independent Director is defined as a director (a) that meets all of the independence standards set in
the Novo Mercado listing regulation and in CVM Ruling 461/07; and (b) whose interest in our shares, whether directly or
indirectly held, represents less than seven percent (7%) of our shares of capital stock or voting stock and if the director
has ties with a shareholder, the latter must not hold an interest representing seven percent or more of our shares of capital
stock or voting stock.
In addition, under subsection 5(IV) of our Policy on Transactions with Related Parties and Other Circumstances involving
Conflicts of Interest and under subsection 14.7 of the Board regulation, our directors are required to disclose promptly any
existing conflict of interest and are also required to abstain from taking part in deliberations and any decision-making
process related to the pertinent matter.
Moreover, also under subsection 5(IV) of our Policy on Transactions with Related Parties and Other Circumstances involving
Conflicts of Interest, the Chairman may request a conflicted director to attend a board meeting partially to provide additional
information on the transaction and the parties involved, provided the conflicted director must leave before the end of the
meeting and not vote in the decision-making process regarding the pertinent matter.
Additionally, if a director who may potentially ascertain a personal gain from any given decision fails to disclose having a
conflicted interest, any informed peer may unveil such circumstance. The conflicted director would be found in breach of
our policy on conflicts of interest, and the matter would be submitted for consideration of the Nominations and Corporate
Governance Committee so a recommendation can be made to the Board of Directors as to possible corrective actions.
In any event, any disclosed conflict of interest and the conflicted director s abstentions from voting are required to be
properly recorded in the minutes of the relevant board meetings.
12.4 - Description of the Bylaws provision on arbitration commitment for settlement of disputes.
According to article 78 of our Bylaws, the Company, its shareholders, directors and officers, and, if in office, also our Fiscal
Council members, are required to settle by arbitration any disputes related to the application, legality, effectiveness,
interpretation, violation and effects of violation of the provisions of the Bylaws; of Law n 6404/76; of the National Monetary
Council; of the Central Bank of Brazil; of CVM; of other norms applicable to the operation of the capital markets as a whole; the
norms of the Novo Mercado listing agreement; of the Novo Mercado listing rules and sanctions regulation; of the arbitration
regulation of the Market Arbitration Chamber, which are to be conducted by the Market Arbitration Chamber selected by
the BM&FBovespa, according to the Regulations of said Chamber.
12.5/12.6 - Composition of the board of directors, board of executive officers and fiscal council; professional
experience of directors, executive officers and fiscal council members

Board of Directors

Date of Birth
Profession
Taxpayer ID
(CPF)

Pedro Pullen
Parente

Claudio Luiz da
Silva Haddad

Antonio Carlos
Quintella

Denise Pauli
Pavarina

Eduardo Mazzilli
de Vassimon

2/21/1953

8/23/1946
Industrial and
mechanical engineer

2/16/1966

4/14/1963

10/7/1958

Banker

Economist

109.286.697-34

864.614.277-91

076.818.858-03

033.540.748-09

Independent Director

Director

Director

March 30, 2015

March 30, 2015

March 30, 2015

March 31, 2015

March 31, 2015

March 31, 2015

Business Executive
059.326.371-53

Election date

March 30, 2015

Independent
Director (Vice
Chairman)
March 30, 2015

Investiture date

March 31, 2015

March 31, 2015

Position

Term of office

Independent Director
(Chairman)

Through to the date of Through to the date


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

Economist

Through to the date of Through to the date of Through to the date of


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

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Other positions

Appointed by
controlling
shareholder
Independent
Member
Number of
consecutive
terms of office

Date of Birth
Profession
Taxpayer ID
(CPF)
Position
Election date
Investiture
date

Term of office

Other positions
Appointed by
controlling
shareholder
Independent
Member
Number of
consecutive
terms of office

Coordinator of the
Nominations and
Governance
Committee and the
Compensation
Committee;

Member of the
Nominations and
Governance
Committee, the
Compensation
Committee and
Issuer Regulation
Committee

Coordinator of the
Issuer Regulation
Committee and
Member of the Risk
and Finance
Committee and
Member of the
Nominations and
Governance
Committee

Coordinator of the
Advisory Committee
for the Intermediation
Industry and
Member of the IT
Committee

Member of the Risk


and Finance
Committee

No

No

No

No

No

Yes

Yes

No

No

Luiz Nelson
Guedes de
Carvalho

Yes

Jos de Menezes
Berenguer Neto

Larcio Jos de
Lucena Cosentino

Luiz Antonio de
Sampaio Campos

Luiz Fernando
Figueiredo

9/10/1966

8/11/1960

6/9/1970

1/15/1964

Banker

Electrical Engineer

Lawyer

Business
Administrator

079.269.848-76

032.737.678-39

011.084.707-50

013.124.158-35

March 30, 2015

Independent
Director
April 18, 2016

Independent
Director
March 30, 2015

Independent
Director
March 30, 2015

March 31, 2015

April 18, 2016

March 31, 2015

March 31, 2015

Director

11/18/1945
University Professor,
Economist and
Accountant
027.891.838-72
Independent director
March 30, 2015
March 31, 2015

Through to the date of Through to the date of Through to the date of Through to the date of Through to the date of
the annual meeting
the annual meeting
the annual meeting
the annual meeting
the annual meeting
convening to judge
convening to judge
convening to judge
convening to judge
convening to judge
the 2016 financial
the 2016 financial
the 2016 financial
the 2016 financial
the 2016 financial
statements
statements
statements
statements
statements
; member of the
Compensation
Committee and Risk
and Finance
Committee

Member of the Audit


Committee and
Coordinator of the IT
Committee

Member of the
Advisory Committee
for the Intermediation
Industry;

Coordinator of the
Risk and Finance
Committee and
Member of the Issuer
Regulation Committee

Coordinator of the
Audit Committee

No

No

No

No

No

No

Yes

Yes

Yes

Yes

Pedro Pullen Parente - Chairman of the Board of Directors (Independent Director)


He began his civil service career at Banco do Brasil in 1971, and in 1973 he was transferred to the Central Bank, in both cases
after sitting open public examinations. He was a consultant to the International Monetary Fund and to public institutions in Brazil,
including Secretaries of State and the 1988 Brazilian Constituent Assembly, having held several positions in the economic area of
government. He was Minister of State (1999-2002), having been the coordinator of the team handling the transition from the
government of President Fernando Henrique Cardoso to President Lula. During this period he also played an important role as
Chairman of the Energy crisis Management Committee, from 2001 to 2002. From 2003 until 2009 he was Executive Vice President
(Chief Operating Officer) of the RBS Group. He was President and Chief Executive Officer of Bunge Brasil from January 2010 to
April 2014. He currently a licensed partner of the Prada group of financial consultancy and advisory companies.
Indication of all management positions in other companies or third-sector organizations: Chairman of Petroleo Brasileiro SA.
No judgment of guilty, final or otherwise, has been entered against Mr. Parente in any disciplinary or court proceedings in the
last five years.
Claudio Luiz da Silva Haddad - Vice Chairman of the Board of Directors (Independent Director)
A mechanical and industrial engineer from the Military Institute of Engineering in Rio de Janeiro (1969), he holds a Masters
and a Doctorate in Economics from the University of Chicago (1974) and Owner/President Management Program (OPM) of
Harvard Business School (1987). He was a full-time professor at the Graduate School of Fundao Getlio Vargas, from 1974
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Reference Form 2016 BM&FBOVESPA S.A. - Bolsa de Valores, Mercadorias e Futuros (BVMF3)

to 1979. In 1979 he served as chief economist at the Banco de Investimentos Garantia S.A., and in 1980 was appointed an
executive officer of the Central Bank of Brazil, with responsibility for the public debt and open market transactions, having
remained in this position until the end of 1982. He returned to the Banco de Investimentos Garantia S.A. in 1983, as partner
and executive officer responsible for the Corporate Finance division and, subsequently, for the entire investment banking area.
In 1992 he was appointed Executive Superintendent of the bank, a position he held until July 1998. He is Chairman of the
Deliberative Council of Insper Instituto de Ensino e Pesquisa, a Director of the David Rockfeller Center of Harvard University
for Brazil, the Board of Directors of the Hospital Israelita Albert Einstein, Ideal lnvest S.A. and Instituto Unibanco.
Indication of all management positions in other companies or third-sector organizations: He is Chairman of the Deliberative
Council of Instituto Insper Instituto de Ensino e Pesquisa, and member of the Board of Directors of Harvard Universitys David
Rockfeller Center for Brazil, of the Board of Directors of Hospital Israelita Albert Einstein, Ideal lnvest S.A. and Institut o
Unibanco. He holds no management positions in any public companies in Brazil, except for his position as member of the Board
of Directors of BM&FBOVESPA. No judgment of guilty, final or otherwise, has been entered against Mr. Haddad in any disciplinary
or court proceedings in the last five years.
Antonio Carlos Quintella - Independent Director
Founding partner of Canvas Capital. He was Chairman of Credit Suisse Hedging-Griffo, headquartered in So Paulo (2012-14),
and CEO of Credit Suisse Americas and member of the Executive Board of the Credit Suisse Group (2010-12) and CEO Credit
Suisse Brazil (2003-10). He joined Credit Suisse in 1997, as Senior Relationship Banker of the Investment Banking division and
was appointed CEO of the operations of Credit Suisse Brazil in 2003. As CEO of Credit Suisse Brazil he oversaw the expansion of
the banks presence in that market, including the acquisition of Hedging-Griffo, in 2007. He is a member of the Board of Directors
of Fundao OSESP and sits on the Deliberative Council of the Credit Suisse Hedging Griffo Institute, the Global Advisory Board
of the London Business School and the International Advisory Board of the New York Philharmonic. He holds a degree in Economics
from the Pontifical Catholic University of Rio de Janeiro and an MBA from the London Business School (University of London).
Indication of all management positions in other companies or third-sector organizations: He is a member of the Board of Directors
of Fundao OSESP and sits on the Deliberative Council of the Credit Suisse Hedging Griffo Institute. He holds no management
positions in public companies in Brazil, except for his position as member of the Board of Directors of BM&FBOVESPA. No
judgment of guilty, in the last five years, has been entered against Mr. Quintella in any disciplinary or court proceedings, final or
otherwise.

Denise Pauli Pavarina -Director


She holds a degree in Economics from Faculdade Armando lvares Penteado - FAAP and in Law from Universidade Paulista UNIP, with an Executive MBA in Finance from Instituto Insper. She began her career in March 1985 at Banco Bradesco de
Investimento S.A., a financial institution that merged with Banco Bradesco S.A. in November 1992. At Bradesco, she held the
positions of Underwriting Manager and Manager of the Managed Portfolio Department. In September 1996 she was promoted
to the position of Executive Superintendent, being appointed Departmental Head in January 2001. In June 2006 she was
appointed an Executive Officer of Banco Bradesco BBI S.A. and in January 2007, Departmental Manager, remaining until
December 2009 when she returned to Bradesco and was appointed Departmental Head. In January 2012 she was appointed
Deputy Executive Officer and, in February 2015, Managing Executive Officer, a position she currently holds. She is also a
Managing Director of Bram - Bradesco Asset Management S.A. Distribuidora de Ttulos e Valores Mobilirios, having previously
held the position of Executive Superintendent. She is a member of the Steering Committee of Fundao Bradesco and Director
of FIMADEN, a foundation institute devoted to the treatment of digestive system and nutrition disorders. In addition to these
activities she is a director of 2bCapital S.A., an Investment Committee member at NEO Capital Mezanino, an equity fund,
Member of the National Committee for Financial Education - CONEF, Member of the Council of Representatives of the National
Confederation of Financial Institutions - CNF, Director of Instituto BRAiN Brasil Investimentos & Negcios and an alternate
Director of Sete Brasil Participaes S.A. She was a Director of Cielo S.A., Bica de Pedra Industrial S.A., Companhia Siderrgica
Belgo-Mineira, CPM Braxis S.A., Latasa S.A. and So Paulo Alpargatas S.A., an alternate member of the Steering Committee of
ABRASCA - the Brazilian Association of Publicly-listed Companies, Member of the Consultative Council of ANCORD the National
Association of Brokerage Houses and Securities Distributors, Foreign Exchange and Commodities, executive officer of UGB
Participaes S.A., and Institutional Relations Officer and Advisor to the Association of Capital Mar ket Analysts and Investment
Professionals - APIMEC So Paulo.
Indication of all management positions in other companies or third-sector organizations: Managing Executive Officer of Banco
Bradesco S.A., Managing Officer of Bram - Bradesco Asset Management S.A. Distribuidora de Ttulos e Valores Mobilirios.
Member of the Steering Committee of Fundao Bradesco and member of the Board of Directors of FIMADEN. Member of the
Board of Directors of 2bCapital S.A., Member of the Board of Directors of BRAiN Institu te - Brasil Investimentos & Negcios,
and Deputy Member of the Board of Directors of Seven Brazil Participaes S.A.
No judgment of guilty, in the last five years, has been entered against Ms. Pavarina in any disciplinary or court proceedings
(final or otherwise).
Eduardo Mazzilli de Vassimon - Director
He holds a degree in Economics from the School of Economics of the University of So Paulo - USP and in Business
Administration from Fundao Getlio Vargas, both completed in 1980, and a graduate degree from EAESP/FGV and cole ds
Hautes tudes Commerciales France in 1982. Since 2013 he has been an Executive Officer of Ita Unibanco Holding S.A.
and Executive Vice President of Ita Unibanco S.A. He was Executive Vice President of Banco Ita BBA S.A. from April 2003 to
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Reference Form 2016 BM&FBOVESPA S.A. - Bolsa de Valores, Mercadorias e Futuros (BVMF3)

December 2008, in charge of the international, financial institutions, products and customer desk and treasury areas; Executive
Officer of the International Area of Banco BBA-Creditanstalt S.A. from 1992 to 2003; Assistant Executive Officer, Foreign
Exchange, at Banco BBA-Creditanstalt S.A from 1990 to 1991; and General manager for Foreign Exchange at Ita Unibanco
S.A. from 1980 to 1990.
Indication of all management positions in other companies or third-sector organizations: He is an Executive Officer of Ita
Unibanco Holding S.A. and Executive Vice President of Ita Unibanco S.A.
No judgment of guilty, in the last five years, has been entered against Mr. Mazzilli in any disciplinary or court proceedings , final
or otherwise.
Jos de Menezes Berenguer Neto - Director
He obtained a Bachelors Degree in Law in 1989 from the Pontifical Catholic University of So Paulo. He was appointed President
of JP Morgan in Brazil beginning April 1, 2013. He was CEO of Gvea Crdito Estruturado (project finance). From 2007 to 2012
he worked at Banco Santander S.A. as head of the Retail, Private Banking, Asset Management and Global Markets and Products
areas, having been an effective member of the Executive Commission and, until September 2012, a director of Banco Santander
in Brazil. Prior to his positions at Santander, between 2002 and 2007 he served as Executive Vice President in the Corporate
segment at Banco ABN / Real, with direct responsibility for the Global Markets, Private Banking, Products, Finance and areas
and the ALCO (Asset and Liability Committee). From 1999 to 2002 he served as an Executive Officer of Banco BBA S.A., with
responsibility for: Balance Sheet Management, Proprietary Trading. Was founder partner of Utor Investimentos-NY/So Paulo
together with the GP Group. Between 1997 and 1998 he served as Co-Head of Emerging Markets and High Yield Fixed Income
at ING Bank New York, as a member of the Corporate and Investment Executive Committee, as well as a member of the
Regional Management Committee of the Americas. Between 1994 and 1997 he was the officer responsible for the following
segments: Head of Fixed Income, Equities Trading, Sales and Research at ING Barings Brazil. He was a member of the Boards
of Gvea Investimentos S.A., FEBRABAN, ANBIMA, Fundao Brasileira de Proteo da Juventu de e Infncia and the Emerging
Markets Traders Association.
Indication of all management positions in other companies or third-sector organizations: President of JP Morgan in Brazil, Director
of Central de Exposio de Derivativos, of New Ventures Brasil, and the Akatu Institute. He holds no management positions in
any public companies in Brazil, except for his position as Director at BM&FBOVESPA.
No judgment of guilty, final or otherwise, has been entered against Mr. Berenguer Neto in any disciplinary or court proceedings
in the last five years.
Larcio Jos de Lucena Cosentino Member of the Board of Directors (Independent)
Founder and CEO of TOTVS, the largest software management company, platform and consulting firm in Latin America He is
graduated in Eletrotechnic Engineering from the Politechnic School of the University of So Paulo (USP). He has a consolidated
career and history in the IT sector, particularly with the foundation of TOTVS, in 1983, which became an absolute leader in Brazil,
being present in 41 countries. Cosentino is currently a top leader on Brazils software market, playing an active role in the defense
and strengthening of the IT industry. In addition to leading the company, he is also chairman of the Deliberative Council of the
Brazilian Association of Information Technology and Communication Companies (Brasscom), chairman of the Board of Directors
of Mendelics, among other activities.
Indication of all management positions in other companies or third-sector organizations: Director and CEO of TOTVS S.A.; Director
of IOS Social Opportunity Institute.
No judgment of guilty, final or otherwise, has been entered against Mr. Cosentino in any disciplinary or court proceedings in
the last five years.
Luiz Antonio de Sampaio Campos - Independent Director
Lawyer, founding partner of Barbosa Mssnich & Arago - Advogados. He was a Director of the Brazilian Securities Commission
from 2001 to 2004. He was member of the Board of Directors and Fiscal Council of private and public companies. Integrated the
Regulatory Comission of Bolsa Mercantil de Futuros (BM&F). Is part of the Capital Market Comission of the Brazilian Corporate
Gorvernance Institute (IBGC). He was Professor at Fundao Getulio Vargas. Author of several articles and collective works in the
area of law. Indication of all management positions in other companies or third-sector organizations: founding partner of Barbosa
Mssnich & Arago Advogados law firm.
No judgment of guilty, final or otherwise, has been entered against Mr. Sampaio Campos in any disciplinary or court proceedings
in the last five years.
Luiz Fernando Figueiredo - Independent Director
Business administrator specializing in Finance from Fundao Armando lvares Penteado (FAAP), having been a professor on
that institutions MBA Program. He is co-founder and Lead Managing Partner at Mau Sekular Investimentos and currently
serves as a Director of the Association of Brazilian Capital and Financial Market Entities (ANBIMA). In the past he has serve d
as Director of Grupo Po de Acar, President of the Association of Capital Market Investors (Brazilian acronym, AMEC) and a
Director of Industry Romi. He was founding partner of Gvea Investimentos, and partner and Treasury Officer of Banco BBA.
Between 1999 and 2003 he was Monetary Policy Director of the Central Bank of Brazil. He has also held managerial positions
at Banco Nacional, JP Morgan and local brokerage houses in the trading, foreign exchange, commodities and variable income
functions.
Indication of all management positions in other companies or third-sector organizations: Founding Partner and Head Managing
Partner of Mau Sekular Investimentos., currently serving as Director of the Brazilian Financial and Capital Markets Association
(Associao Brasileira das Entidades dos Mercados Financeiro e de Capitais ANBIMA). He holds no management positions in
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Reference Form 2016 BM&FBOVESPA S.A. - Bolsa de Valores, Mercadorias e Futuros (BVMF3)

any public companies in Brazil, except for his position as Director at BM&FBOVESPA.
No judgment of guilty, final or otherwise, has been entered against Mr. Figueiredo in any disciplinary or court proceedings in
the last five years.
Luiz Nelson Guedes de Carvalho - Independent Director
He holds an Economic degree from the School of Economics, Business and Accounting of the University of So Paulo (FEA USP) and in Accountancy from Faculdades So Judas Tadeu So Paulo. He also holds a masters degree and doctorate in
Accounting and Controllership from FEA-USP. Doctorate Honoris Causa from FECAP/SP. He is a Professor at FEA-USP; Member
of the Accounting Pronouncements Committee CPC Brazil and its Vice Coordinator for International Relations; Independent
Member of the Self-Regulation Council of FEBRABAN. He has experience as an arbitrator at the International Court of
Arbitration of the International Chamber of Commerce (ICC), headquartered in Paris, and the at the Brazil -Canada Chamber
of Commerce in So Paulo; he is a business consultant specializing in corporate reorganizations, organizational changes and
mergers and acquisitions; advisor to companies and law firms and offers expert opinions on litigation involving matters
concerning: (i) the financial system and the capital markets, (ii) auditing of financial statements and corporate accounting,
and (iii) mergers and acquisitions; General Coordinator of Exame Magazines special supplement Melhores e Maiores (Best
and Biggest) companies in Brazil; Audit Committee Coordinator of Cia. Brasileira de Distribuio (CBD)/Po de Acar Group;
member of the Board of Directors of the NGO Fundao Amazonas Sustentvel, headquartered in Manaus, AM; member of
the Board of Directors of the BM&FBOVESPA S.A.; Audit Committee Coordinator at the BM&FBOVESPA S.A.; member of the
Sustainability Committee of the BM&FBOVESPA; member of ABRACICON (The Brazilian Academy of Accounting Sciences);
Chairman of Petrobras; former member of the Board of Directors da XBRL International Inc. (20092011); former Director
of FIPECAFI; former official deputy representative of CPC Brazil at the Emerging Economies Group (EEG) of the International
Accounting Standards Board (IASB), London; Member of the Board of the International Integrated Reporting Council IIRC,
an initiative of the Accounting for Sustainability - A4S project coordinated by the Prince of Wales; former member of the
Consultative Council of the A4S project and a member of its Governance and Appointments Com mittee; Ex- Chairman of the
working group about Capacity Building in the area of International Financial Reporting do Intergovernmental Group of Experts on
International Standards of Accounting and Reporting (ISAR) of UNCTAD/ONU in Geneve, SwitzerlandFormer Member of the borad
of directors of NGO; former member of the Financial Crisis Advisory Group (FCAG) from 2008 to 2010 on the initiative of the
Financial Accounting Standards Board (FASB) and the IASB; first independent President of the Standards Advisor y Council
(SAC) of the IASB, (2005 - 2008); former member of the Consultative and Advisory Group (CAG) of the International
Assurance and Auditing Standards Board of the International Federation of Accountants (IFAC) from 2005 to 2010; consultant
retained by the World Bank for matters of the Brazilian Financial System and for matters of the Audit Accounting Reforms in
Brazil (2003); former Deputy Director of the IAA (Interamerican Accounting Association); President with five (05) terms of
office and a permanent member of the Brazilian delegation on the Intergovernmental Group of Specialists in Accounting
Standards and Financial Reports, a UNCTAD/UNO body.
Indication of all management positions in other companies or third-sector organizations: Chairman of Petrobras. Coordinator of
the Audit Committee of the Cia. Brasileira de Distribuio/Po de Aucar Group; member of the Fiscal Council of the NGO Fundao
Amaznia Sustentvel (Sustainable Amazon Foundation); independent member of the Self-Regulatory Board of the Brazilian
Federation of Banks (Febraban); managing partner of NISA Solues Empresariais Ltda., of NCV Consultoria Empresarial Ltda.
No judgment of guilty, final or otherwise, has been entered against Mr. Carvalho in any disciplinary o r court proceedings in
the last five years.

Chief Executive Officers


Edemir
Pinto

Ccero Augusto
Vieira Neto

Daniel
Sonder

Jos de
Andrade
Ribeiro
1/30/1968

Lus Otvio
Saliba Furtado

Rodrigo
Nardoni

Date of Birth

6/4/1953

6/10/1972

6/25/1976

10/2/1966

4/3/1973

Profession
Taxpayer ID
(CPF)

Economist

Economist

Economist

Engineer

System Analyst

System Analyst

614.304.988-20

128.501.208-98

283.092.178-03

132.886.348-48

926.046.687-34

179.451.738-37

Position

Chief Executive
Officer

Chief Operations,
Clearing, and CSD
Officer

Chief Financial,
Corporate Affairs
and Investor
Relations Officer

Chief Product
and Client
Officer

Co-Chief
Technology and
Information
Security Officer

Chief of
Technology and
Information
Security Officer

Appointment
date

April 30, 2015

April 30, 2015

April 30, 2015

April 30, 2015

May 12, 2016

Investiture date

April 30, 2015

April 30, 2015

April 30, 2015

April 30, 2015

Sep 01, 2016

Apr 30, 2017

Apr 30, 2017


Member of the
Technical Market
Risk Committee

Apr 30, 2017

September 16,
2016
October 28,
2016
Apr 30, 2017

Apr 30, 2017

Apr 30, 2017

No

No

No

No

Term of office
Other positions
Appointed by
controlling
shareholder

No

99

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Reference Form 2016 BM&FBOVESPA S.A. - Bolsa de Valores, Mercadorias e Futuros (BVMF3)
Consecutive
terms of office

Edemir Pinto - Chief Executive Officer


Mr. Pinto joined BM&F in January 1986. In July 1987 he was elected Clearing Officer at BM&F, responsible for risk
management, clearing and settlement, participant registration, margin requirements, custody and controllership. He was
Chief Executive Officer of BM&F between 1999 and May 2008, in which capacity he was responsible for providing guidance
and coordinating the work of the officers, managing activities related to the Company s planning and general management.
In May 2008, he was appointed Chief Executive Officer of BM&FBOVESPA, which merged with BM&F (commodities and
futures exchange).
Indication of all management positions in other companies or third-sector organizations: CEO of BM&FBOVESPA Settlement Bank,
Chairman of BM&FBOVESPA (UK) Ltd., Chairman and President of BM&F (USA) Inc., Chairman of the Governance Council of
BM&FBOVESPA Institute and Clube de Atletismo BM&FBOVESPA, General Manager of Associao BM&F and Associao
Profissionalizante BM&FBOVESPA and General Superintendent of Associao Bovespa.
On deciding appeal No. 7530, the Appeals Board of the Brazilian Financial System (CRSFN), with grounds on article 11 of Law
No. 6385/76, sentenced Mr. Edemir Pinto to enter a judgment of warning for oversight failure related to certain transactions
in Ibovespa futures. Mr. Edemir Pinto had been acquitted in CVM sanction proceedings No. 37/2000, which originated the
appeal of the CRSFN.
Ccero Augusto Vieira Neto - Chief Operations, Clearing, and CSD Officer
Mr. Vieira Neto is Chief Operating Officer (COO) of BM&FBOVESPA since 2008, being responsible for electronic trading, clearing
& settlement, central counterparty (CCP), central securities depository (CSD), trade repository (TR) and the BM&FBOVESPA
Custody and Settlement Bank. He joined the exchange in 2001 and prior to BM&FBOVESPA he was head of risk management
of Matrix Bank. He holds a PhD in economics.
Indication of all management positions in other companies or third-sector organizations: Superintendent Officer of BM&FBOVESPA
Settlement Bank, Member of the Governance Council of BM&FBOVESPA Institute and Clube de Atletismo BM&FBOVESPA. No
judgment of guilty, final or otherwise, has been entered against any of our directors in any disciplinary or court proceedings.
Daniel Sonder - Chief Financial, Corporate Affairs and Investor Relations Officer
Mr. Sonder holds a bachelors degree in Economics and International Relations from Tufts University, and a masters degree in
International Relations from the Fletcher School of Law and Diplomacy. He served as a Managing Director and was responsible
for the Structured Credit Funds area in the Asset Management Division of Credit Suisse, which he joined in 2006. Previously,
between 2003 and 2006, he was a member of the senior staff of the So Paulo State Secretary of Treasury. Earlier, between 2002
and 2003, he was assistant to the Director of Structured Products at the Brazilian National Bank for Economic and Social
Development (Banco Nacional de Desenvolvimento Econmico e Social), or BNDES, and worked at J.P. Morgan from 1999 to 2001.
In May 2013, Mr. Sonder became Chief Financial and Corporate Affairs Officer at BM&FBOVESPA, where, since February 2015, he
is the Chief Financial, Corporate Affairs and Investor Relations Officer.
Indication of all management positions in other companies or third-sector organizations: Member of the Governance Council of
BM&FBOVESPA Institute and Clube de Atletismo BM&FBOVESPA. No judgment of guilty, final or otherwise, has been entered
against any of our directors in any disciplinary or court proceedings.
Jos Ribeiro de Andrade - Chief Product and Client Officer
Mr. Andrade earned a Masters of Business Administration in Finance from IBMEC (Instituto Brasileiro de Mercado de Capitais) and
a Bachelor`s degree in Mechanical /Production Engineering from Escola Politecnica of So Paulo University. Mr. Andrade was CoHead of Local Markets Trading Latam for Bank of America Merrill Lynch. He was also a member of the Latin American Executive
committee. Prior to joining Bank of America Merrill Lynch, he worked at Citigroup Brazil for almost 10 years where he was Head
Trader on the Foreign Exchange and Derivatives Desk and later responsible for Structuring and Products, focusing on investment
and derivatives products for FX, interest rate, commodities and credit for local and off-shore clients. Prior to that, he worked for
3 years in a Local JV between Itau and Bankers Trust (IBT) where he worked mostly with Equity Derivatives books.
Indication of all management positions in other companies or third-sector organizations: He does not act as administrator in in
other companies or third-sector organizations.
No judgment of guilty, final or otherwise, has been entered against any of our directors in any disciplinary or court proceedings.
Lus Otvio Saliba Furtado - Co-Chief Technology and Information Security Officer
Mr. Furtado is a systems analyst graduated from the Pontifical Catholic University in 1989 with Advanced Management Program
at Harvard Business School in 2008. He was IT manager at IBM, responsible for Latin America. From 2000 to 2002, he worked
for the Po de Acar Group, where his last position was Chief E- Commerce Officer. He was Vice Chairman of Technology and
Services at Sul America Seguros (insurance). In April 2011, he joined the staff of the BM&FBOVESPA as Chief Information
Technology Officer. In September this year, he was appointed our Chief Technology and Information Security Officer. In May
2016, the Company registered the resignation of the statutory position of Chief Technology and Information Security Officer with
effect from the end of his current mandate on April 30, 2017.
Indication of all management positions in other companies or third-sector organizations: Member of the Governance Council of
BM&FBOVESPA Institute and Clube de Atletismo BM&FBOVESPA.
100

Reference Form 2016 BM&FBOVESPA S.A. - Bolsa de Valores, Mercadorias e Futuros (BVMF3)

Rodrigo Antonio Nardoni Gonales Chief Technology and Information Security Officer
Mr. Nardoni is a systems analyst graduated at the Pontifical Catholic University of Campinas in 1996, with an MBA in Strategic
and Economic Project Management from Fundao Getulio Vargas and Executive Education from Wharton School of the University
of Pennsylvania in 2014. From 1995 to 1997 he served as systems analyst at IBM Brazil. He worked as an IT consultant at Banco
Bradesco (1998-2000) and Citigroup Brasil (2000-2002). He joined BM&F in 2002 as systems analyst and later became the systems
development manager. In 2008, in BM&FBOVESPA he was appointed as the PMO Associate Director and in 2010 became Managing
Director of development of post-trading systems department.
Indication of all management positions in other companies or third-sector organizations: He does not act as administrator in in
other companies or third-sector organizations.
No judgment of guilty, final or otherwise, has been entered against any of our directors in any disciplinary or court proceedings.

Fiscal Council
Not active.
12.7 - Composition of statutory committees, and of the audit, risk, finance and compensation committees.

Board of Directors Advisory Committees


Audit Committee
Luis Nelson
Guedes de
Carvalho
11/18/1945
University
Professor,
Economist and
Accountant

Larcio Jos
de Lucena
Cosentino
8/11/1960

027.891.838-72

032.737.678-39

Coordinator and
Financial
Specialist

Member

Position

External
member

Appointment
date

March 31, 2015

August 11, 2016

Investiture date

March 31, 2015

September 16,
2016
September 16,
2016
June 2017
-

Date of Birth
Profession
Taxpayer ID
(CPF)

Term of office

Other positions
Independent
Member
Number of
consecutive
terms of office

June 2017
Independent
director
Yes

Luciana Pires
Dias
1/13/1976
Lawyer

Electrical
Engineer

August 11, 2016


August 2017
Independent
Director and
Coordinator of
the IT
Committee
Yes

251.151.348-02

Yes

Paulo Roberto
Simes da
Cunha
5/27/1950

Pedro Oliva
Marcilio de
Sousa
3/1/1973

Tereza
Cristina
Grossi Togni
1/25/1949

Accountant

Lawyer

Accountant

567.047.048-68

726.224.745-04

163.170.68615

External
member

External
member

External
member

June 25, 2015

June 25, 2015

June 25, 2015

June 30, 2015

June 30, 2015

June 30, 2015

June 2017

June 2017

June 2017

Yes

Yes

Yes

Luiz Nelson Guedes de Carvalho (Independent Director and Committee Coordinator)


Member of the Board of Directors of BM&FBOVESPA (See subsection 12.8 Board of Directors).
Larcio Jos de Lucena Cosentino (Independent Director)
Member of the Board of Directors of BM&FBOVESPA (See subsection 12.8 Board of Directors).
Luciana Pires Dias (External Independent Member)
Graduated in law from Law School of University of So Paulo (USP). Masters degree and doctorate in commercial law from US,
and J.S.M. from Stanford Law School (2005). Former member of Brazilian Securities & Exchange Commission (CVM, 2010-15):
headed Market Development Department, responsible for rulemaking (2008-10). Professor of securities regulation and banking
law at FGVs Law School since 2008. Member of Brazilian Bar Association (OAB), admitted 2000, and New York Bar Association,
admitted 2005.
No judgment of guilty, final or otherwise, has been entered against Mrs. Dias any disciplinary or court proceedings.
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Reference Form 2016 BM&FBOVESPA S.A. - Bolsa de Valores, Mercadorias e Futuros (BVMF3)

Paulo Roberto Simes da Cunha (External Independent Member)


Mr. Cunha holds a graduate degree in Accounting and Business Administration and post-graduate degrees in Accounting and
Auditing. Earlier, he had a 23-year career at the Central Bank of Brazil, where he worked mainly in banking supervision. He was
also a partner of KPMG Auditores Independentes and lead executive for the Risk Advisory Services and Regulatory Risk practice
areas. Currently, he serves as Chairman of the Fiscal Council of Mahle Metal Leve S.A and Specialist Member of the Audit
Committee of the Bradesco conglomerate.
Indication of all management positions in other companies or third-sector organizations: No judgment of guilty, final or otherwise,
has been entered against Mr. Cunha in any disciplinary or court proceedings.
Pedro Oliva Marcilio de Sousa (External Independent Member)
Mr. Sousa holds a graduate degree in Law from the Federal University of Bahia. In 1997, Mr. Sousa joined the law firm of Machado,
Meyer, Sendacz e Opice Advogados where he was a partner from 2001 to 2005. From 2005 to 2007, he was Chief Officer of the
Brazilian Securities Commission (Comisso de Valores Mobilirios). He was also vice-chairman of the investment bank division of
Goldman Sachs Banco de Investimento S.A., and, from 2009 to 2010, he served as managing director of Banco Standard de
Investimento S.A., being in charge of corporate acquisitions. Since 2010 Mr. Sousa has been a managing director of BR Advisory
Partners Participaes S.A and Audit Committee member of Companhia Brasileira de Distribuio.
Indication of all management positions in other companies or third-sector organizations: Audit Committee member at Companhia
Brasileira de Distribuio. No judgment of guilty, final or otherwise, has been entered against Mr. Sousa in any disciplinary or court
proceedings.
Tereza Cristina Grossi Togni (External Independent Member)
Ms. Grossi holds a bachelors degree in Business Management and Accounting Sciences from the Minas Gerais Catholic
University (1977). She attended specialization programs in Banking Supervision in Switzerland, and the United St ates. Central
Bank of Brazil - member of the Board and Banking Supervision Officer from April 2000 to March 2003. Consultant, Adjunct
Head of Department and Head of the Banking Supervision Department, from February 1997 to March 2000, and Chief Inspector
and Banking Supervision Coordinator from August 1984 to February 1997. Central Bank of Brazil representative at the Core
Principles Liaison Group and the Working Group of the Basel Committee on Banking Supervision on Capital from April 2000 to
March 2003. Banco Ita Unibanco Holding S.A. member of the Board of Directors from February 2004 to November 2008.
Financial Specialist at the Audit Committee from July 2004 to May 2010. Member of the Disclosures and Trading Committee
from May 2005 to May 2010. Member of the Accounting Policies Committee from May 2008 to May 2010. Porto Seguro S.A.
member of the Audit Committee from December 2009 to October 2011. Itautec S.A. - Coordinator of the Audit and Risk
Management Committee since September 2010, and member of the Disclosures Committee since May 2011. Itasa Investimentos Ita S.A. - Chairman of the Fiscal Council since April 2011. Duratex S.A. - Chairman of the Audit and Risk
Management Committee since April 2013, and Specialist member since June 2012.
Indication of all management positions in other companies or third-sector organizations: Coordinator of the Audit and Risk
Management Committee of Itautec S.A since September 2010, and member of its Disclosures Committee; Chairman of the Fiscal
Council of Itasa since April 2011; Chairman of the Audit and Risk Management Committee since April 2013.
No judgment of guilty, final or otherwise, has been entered against Ms. Grossi in any disciplinary or court proceedings.

Risk and Finance Committee


Luiz Fernando
Figueiredo
Date of Birth
Profession
Taxpayer ID (CPF)
Position

Antonio Carlos
Quintela

Eduardo Mazzilli de
Vassimon
10/7/1958
Economist

Jos de Menezes
Berenguer Neto

1/15/1964

2/16/1966

Business Administrator

Economist

9/10/1966

013.124.158-35

864.614.277-91

033.540.748-09

079.269.848-76

Banker

Committee Coordinator

Committee member

Committee member

Committee member

Appointment date

March 31, 2015

March 31, 2015

March 31, 2015

March 31, 2015

Investiture date

March 31, 2015

March 31, 2015

March 31, 2015

March 31, 2015

2 years

2 years
Independent Director
Coordinator of the
Issuer Regulation
Committee and
member of the
Nominations and
Governance Committee

2 years

2 years

Director

Director and member of the


Compensation Committee

No

No

Term of office

Other positions

Independent
Member
Number of
consecutive terms
of office

Independent Director
and member of the
Issuer Regulation
Committee
Yes
2

Yes
1

102

Reference Form 2016 BM&FBOVESPA S.A. - Bolsa de Valores, Mercadorias e Futuros (BVMF3)

Compensation Committee
Pedro
Pullen Parente
Date of Birth
Profession

Jos de Menezes
Berenguer Neto
9/10/1966

2/21/1953

8/23/1946

Business Executive

Mechanical and industrial engineer

Banker

059.326.371-53

109.286.697-34

079.269.848-76

Taxpayer ID (CPF)
Position

Claudio Luiz
da Silva Haddad

Committee Coordinator

Committee member

Committee member

Appointment date

March 31, 2015

March 31, 2015

March 31, 2015

Investiture date

March 31, 2015

March 31, 2015

March 31, 2015

2 years

2 years
Vice Chairman of the Board of
Directors (Independent) and
member of the Nominations and
Governance Committee and the
Issuer Regulation Committee

2 years

Term of office

Chairman of the Board of Directors


(Independent);
Coordinator of the Nominations
and Governance Committee

Other positions
Independent
Member
Number of
consecutive terms
of office

Director and member of the Risk


and Finance Committee

Yes

Yes

No

Nominations and Governance Committee

Date of Birth
Professional
degree
Taxpayer ID (CPF)

Pedro
Pullen Parente

Claudio Luiz
da Silva Haddad

2/21/1953

8/23/1946

Antonio Carlos Quintella


2/16/1966

Business Executive

Mechanical and industrial engineer

Economist

059.326.371-53

109.286.697-34

864.614.277-97

Committee Coordinator

Committee member

Committee member

Appointment date

March 31, 2015

March 31, 2015

December 10, 2015

Investiture date

March 31, 2015

March 31, 2015

December 10, 2015

2 years

2 years
Vice Chairman of the Board of
Directors (Independent) and
member of the Compensation
Committee and the Issuer
Regulation Committee

2 years
Independent Director and
Coordinator of the Issuer
Regulation Committee and
Member of the Risk and Finance
Committees

Yes

Yes

Yes

Position

Term of office

Chairman of the Board of Directors


(Independent);
Coordinator of the Compensation
Committee

Other positions
Independent
Member
Number of
consecutive terms
of office

Investment Intermediation Industry Advisory Committee

Date of Birth
Profession
Taxpayer ID
(CPF)
Position
Appointment
date
Investiture
date
Term of office

Luiz Antonio de
Sampaio
Campos
6/9/1970
Lawyer
011.084.707-50

076.818.858-03

Guilherme Dias
Fernandes
Benchimol
07/07/1976
Economist

Joaquim da Silva
Ferreira
04/03/1941
Business Executive

206.291.248-09

025.998.037-48

478.956.918-72

Eduardo Nogueira
da Rocha Azevedo
12/28/1972
Economist

Member

Committee
Coordinator

External member

External
member

External
member

March 31,2015

March 31, 2015

February 13, 2015

February 13, 2015

February 13, 2015

March 31, 2015

February 13, 2015

February 13, 2015

February 13, 2015

April 15, 2017

April 15, 2017

May 18, 2015


May 2016
Independent director

Other
positions

Denise Pauli
Pavarina
4/14/1963
Banker

April 15, 2017


Director and
Member of the IT
Committee

April 15, 2017


-

103

Reference Form 2016 BM&FBOVESPA S.A. - Bolsa de Valores, Mercadorias e Futuros (BVMF3)
Independent
Member
Number of
consecutive
terms of office

Yes

No

No

No

No

Date of Birth
Profession
Taxpayer ID (CPF)
Position
Appointment date
Investiture date
Term of office
Other positions
Independent Member
Number of consecutive
terms of office

Julio de Siqueira
Carvalho de Arajo
12/10/1954
Banker
425.327.017-49
External member
February 13, 2015
February 13, 2015
2 years
No

Leonardo Chaves
Barreira
01/13/1975
Engineer
035.352.947-89
External member
February 13, 2015
February 13, 2015
2 years
No

Mauro Barbosa de
Oliveira
06/11/1972
Economist
804.158.656-20
External member
February 13, 2015
February 13, 2015
2 years
No
1

Paulino Botelho de
Abreu Sampaio
07/07/1947
Business Administrator
070.814.058-00
External member
November 12, 2015
November 12, 2015
April 15, 2017
No
1

Issuer Regulation Committee


Antonio Carlos Quintela
Date of Birth

2/16/1966

Profession

Economist

Taxpayer ID (CPF)
Position
Appointment date
Investiture date
Term of office

864.614.277-91
Committee member
June 10, 2016
June 10, 2016
2 years
Independent Director
member of the Risk and
Finance Committee and
Nominations and
Governance Committee

Other positions

Independent Member
Number of consecutive
terms of office

Yes
0

Claudio Luiz
da Silva Haddad
8/23/1946
Mechanical and
industrial engineer
109.286.697-34
Committee member
June 10, 2016
June 10, 2016
2 years
Vice Chairman of the
Board of Directors
(Independent) and
member of the
Compensation
Committee
Yes
0

Luiz Fernando
Figueiredo
1/15/1964
Business Administrator
013.124.158-35
Committee Coordinator
June 10, 2016
June 10, 2016
2 years
Independent Director
and Coordinator of the
Risk and Finance
Committee
Yes
0

IT Committee

Date of Birth
Profession
Taxpayer ID (CPF)
Position
Appointment date
Investiture date
Term of office
Other positions
Independent Member
Number of consecutive
terms of office

Date of Birth
Profession
Taxpayer ID (CPF)
Position
Appointment date

Larcio Jos de
Lucena Cosentino
8/11/1960
Electrical Engineer
032.737.678-39
Committee Coordinator
12/16/2016
12/16/2016
2 years

Yes

Denise Pauli
Pavarina
4/14/1963
Banker
076.818.858-03
Member
12/16/2016
12/16/2016
2 years
Director and
Coordinator of the
Advisory Committee
for the Intermediation
Industry
No

Independent Director
and Member of the
Audit Committee

Claudio Eduardo
Sassaki
01/04/1974
Architect
270.521.898-01
External member
12/16/2016

Guilherme Stocco
Filho
7/1/1974
Business Administrator
176.649.438-25
External member
12/16/2016

104

Adam Edward Wible

Ari Studnitzer

4/14/1983
Computer Science
236.791.578-43
External member
12/16/2016
12/16/2016
2 years

10/09/1977
Chemical Engineer
External member
12/16/2016
12/16/2016
2 years

Yes

No

Sergio Kulikovsky
3/14/1970
Engineer
151.566.838-00
External member
12/16/2016

Silvio Romero de
Lemos Meira
2/2/1955
University Professor
851.577.168-34
External member
12/16/2016

Reference Form 2016 BM&FBOVESPA S.A. - Bolsa de Valores, Mercadorias e Futuros (BVMF3)
Investiture date
Term of office
Other positions
Independent Member
Number of consecutive
terms of office

12/16/2016
2 years
Yes

12/16/2016
2 years
Yes

12/16/2016
2 years
Yes

12/16/2016
2 years
Yes

EXECUTIVE ADVISORY COMMITTEE

Technical Market Risk Committee

Date of Birth
Profession
Taxpayer ID
(CPF)
Position
Appointment
date
Investiture date
Term of office
Other positions

Date of Birth
Profession
Taxpayer ID
(CPF)
Position
Appointment
date
Investiture
date
Term of office
Other positions

Ccero Augusto
Vieira Neto
6/10/1972
Economist

Andr Eduardo Demarco


9/22/1972
Business Administrator

Marcelo Wilk
7/30/1977
Economist

157.259.718-64

128.501.208-98

215.977.998-90

Committee member

Committee member

Committee member

May 13, 2009

May 8, 2008

December 10, 2013

May 13, 2009


Indefinite term

May 8, 2008
Indefinite term
Chief Operations, Clearing
and CSD Officer

December 10, 2013


Indefinite term

Engineering Officer
for Product and Services

CSD & Transactions


Registration Officer

Andr Monteiro
dAlmeida Monteiro
3/26/1972
Engineer

Viviane El Banate Basso


6/9/1977
Economist

Mrio Palhares
7/12/1974
Business Administrator

Eduardo Lopes Farias


12/20/1976
Systems analyst

631.491.505-82

267.030.438-92

025.278.567-30

027.002.197-32

Coordinator

Committee member

Committee member

Committee member

October 14, 2013

July 5, 2011

February 18, 2014

February 18, 2014

October 14, 2013

July 5, 2011

February 18, 2014

February 18, 2014

Indefinite term

Indefinite term

Indefinite term

Risk Management Officer

Settlement Officer

Trading Officer

Indefinite term
Internal Controls,
Compliance and Enterprise
Risk Officer

Edemir Pinto
6/4/1953
Economist

Ccero Augusto Vieira


Neto
6/10/1972
Economist

Andr Monteiro
d'Almeida Monteiro
3/26/1972
Engineer

Marcelo Wilk
7/30/1977
Economist

Credit Risk Technical Committee

Date of Birth
Profession
Taxpayer ID
(CPF)
Position
Appointment
date
Investiture date
Term of office

614.304.988-20

128.501.208-98

088.666.638-40

215.977.998-90

Committee member

Committee member

Committee member

Committee member

February 19, 2014

February 19, 2014

February 19, 2014

February 19, 2014

February 19, 2014


Indefinite term

February 19, 2014


Indefinite term

February 19, 2014


Indefinite term

Other positions

CEO

February 19, 2014


Indefinite term
Chief Operations, Clearing
and CSD Officer

Risk Management Officer

CSD & Transactions


Registration Officer

Date of Birth
Profession
Taxpayer ID (CPF)
Position

Eduardo Lopes Farias


12/20/1976
Systems analyst
027.002.197-32
Committee member

Viviane El Banate Basso


6/9/1977
Economist
267.030.438-92
Committee member

105

Mrio Palhares
7/12/1974
Business Administrator
025.278.567-30
Committee member

Reference Form 2016 BM&FBOVESPA S.A. - Bolsa de Valores, Mercadorias e Futuros (BVMF3)
Appointment date
Investiture date
Term of office
Other positions

February 19, 2014


February 19, 2014
Indefinite term
Internal Controls, Compliance and
Enterprise Risk Officer

February 19, 2014


February 19, 2014
Indefinite term

February 19, 2014


February 19, 2014
Indefinite term

Settlement Officer

Trading Officer

12.8 Percentage of attendance at the meetings held by the respective body in the same period and occurring
after taking office
Board of Directors
Member
Pedro Pullen Parente
Claudio Luiz da Silva Haddad
Antonio Carlos Quintella
Denise Pauli Pavarina
Eduardo Mazzilli de Vassimon
Jos de Menezes Berenguer Neto
Luiz Antonio Sampaio Campos
Luiz Fernando Figueiredo
Luiz Nelson Guedes de Carvalho

Total meetings held after taking office,


and until December 2015
14
14
14
14
14
14
14
14
14

% of attendance in the meetings held


100
93
100
93
100
93
100
87
93

(*) Mr. Larcio Jos de Lucena Cosentino is not mentioned in the table above because he was appointed for the Board of Directors only in
February 2016.

Audit Committee
Member
Luiz Nelson Guedes de Carvalho
Luiz Antonio de Sampaio Campos
Paulo Roberto Simes da Cunha
Pedro Oliva Marcilio de Sousa
Tereza Cristina Grossi Togni

Total meetings held after taking office,


and until December 2015
7
6
5
5
5

% of attendance in the meetings held


100
60
100
90
100

(*) Mr. Larcio Jos de Lucena Cosentino is not mentioned in the table above because he was appointed for the Audit Committee only in August
2016. Mrs. Luciana Dias is not mentioned in the table above because she was appointed for the Audit Committee only in September 2016.

Risk and Finance Committee


Member
Pedro Pullen Parente
Antonio Carlos Quintella
Eduardo Mazzilli de Vassimon
Luiz Fernando Figueiredo

Total meetings held after taking office,


and until December 2015
14
14
14
14

% of attendance in the meetings held

Total meetings held after taking office,


and until December 2015
8
8
0

% of attendance in the meetings held

Total meetings held after taking office,


and until December 2015
8

% of attendance in the meetings held

93
100
36
93

Nominations and Governance Committee


Member
Pedro Pullen Parente
Claudio Luiz da Silva Haddad
Antonio Carlos Quintella

100
100
-

Compensation Committee
Member
Pedro Pullen Parente

106

100

Reference Form 2016 BM&FBOVESPA S.A. - Bolsa de Valores, Mercadorias e Futuros (BVMF3)

Claudio Luiz da Silva Haddad


Jos de Menezes Berenguer Neto

8
8

100
75

Intermediation Industry Advisory Committee


Member
Jos de Menezes Berenguer Neto
Denise Pauli Pavarina
Eduardo Nogueira da Rocha Azevedo
Guilherme Dias Fernandes Benchimol
Joaquim da Silva Ferreira
Julio de Siqueira Carvalho de Arajo
Leonardo Chaves Barreira
Mauro Barbosa de Oliveira

Total meetings held after taking office,


and until December 2015
5
5
5
5
5
5
5
5

% of attendance in the meetings held


100
80
100
100
100
60
100
100

(*) Mr. Paulino Botelho de Abreu Sampaio is not mentioned in the table above because he was appointed for the Intermediation Industry
Committee only in November 2015, and no committee meeting was held after his appointment and until December 31, 2015.

Issuer Regulation Committee was created in 6/10/2016.


IT Committee was created in 9/23/2016 and became operational in 12/16/2016, with the appointment of its external members.
12.9 - Marital relationships or domestic partnerships or family relationships (to the second degree) between
Company directors and officers, subsidiaries and controlling shareholders:
a.

the directors and officers of the registrant

There are no marital relationships or domestic partnerships or family relationships (to the second degree) between any of our
directors and officers.
b.

(i) the directors and officers of the registrant, and (ii) the directors and officers of its direct or
indirect subsidiaries

There are no marital relationships or domestic partnerships or family relationships (to the second degree) between any of our
directors and officers, and the directors and officers of our direct or indirect subsidiaries.
c.

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

Not applicable, as we have no controlling shareholders.


d.

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

Not applicable, as we have no controlling shareholders.


12.10 - Subordination, service provision or control relationship tying directors and officers, subsidiaries,
controlling shareholders, and other.
a.

direct or indirect subsidiaries

There are no subordinate, service provision or control relationships between any of our directors or officers and our direct or
indirect subsidiaries.
b.

direct or indirect controlling shareholders

Not applicable, as we have no controlling shareholders.

107

Reference Form 2016 BM&FBOVESPA S.A. - Bolsa de Valores, Mercadorias e Futuros (BVMF3)

c.

material suppliers, clients, debtors, and creditors of the registrant, its subsidiaries, controlling
shareholders or subsidiaries of these persons.

For information on subordinate relationships between the Companys directors and officers, and its affiliate companies, see
subsection 12.12 below, considering that the affiliate in question does not have a Corporate Taxpayers Register Number
(CNPJ), since it is a foreign company.
12.11 - Agreements, including liability insurance policies, on the payment or refund of expenses incurred by
directors and officers
We provide directors and officers (D&O) liability insurance aimed to support these executives in the exercise of their act ivities,
thus reducing any risks relating to their relevant positions and functions.
The D&O liability insurance also aims at protecting the Company in the sense that its non-statutory directors and officers can
be able to make the decisions required for their positions and functions with greater safety.
We purchase D&O insurance policies to cover our and our subsidiaries non-statutory directors and officers for losses related
to functional activities performed both in Brazil and cross-border. The amount insured is R$125,000 thousand.
Companys Bylaws also establish the obligation to compensate and hold hamless its officers in the event of any damage or loss
experienced under the performance of their duties.
12.12 - Corporate governance practices
Adherence to the ABRASCA Code of Self-Regulation and Good Practices of Public Companies

On December 12, 2011, BM&FBOVESPA adhered to the ABRASCA Code of Self-Regulation and Good Practices of Public
Companies (ABRASCA Code). In so doing, BM&FBOVESPA declared to abide by the principles and standards established
in the ABRASCA Code, except with regard to the standard which calls for a Disclosures Committee to be established.
Nonetheless, we should note our Investor Relations officer (as supported by other Company departments) is responsible
for analyzing information related to us, which must observe the terms provided for in t he Companys Disclosure Policy.
12.13 - Additional reportable information
Proposals to amend the Company's bylaws were submitted to the resolution of the Extraordinary General Meeting held on
May 20, 2016 and on that occasion were approved. The amendments were divided into two blocks, namely, (i) changes
related to the business combination transaction of the Company with Cetip; and (ii) other changes, as follows:
I) In connection with approval of the Transaction, which shall be conditioned to approval of the Transaction by the
government authorities:
i. to amend the wording of article 3, items vii and viii; of the main provision of article 22; 28, paragraph 1; and article
35, indent h; and
ii. to include paragraph 9 in article 22; new indents d and e and paragraph 2 in article 30; new indent d in article 45,
the new article 51 and its paragraphs and article 84;
II) Other proposals of amendment, which shall generate effects right after approval by the Brazilian Securities Commission,
pursuant to CVM Instruction No. 461/07:
i. to adapt the wording of the main provision of article 10; article 16, indent k; article 23, paragraph 3; article 30, indent
c; article 35, indent f paragraph 3; and of new article 53, main provision and sole paragraph, indent f;
ii to include indent m in article 16; indent x in article 29; new indent e in article 38; paragraph 4 in article 35; new
indent f and the sole paragraph in article 38; new indent c in article 45; new article 50 and its paragraphs; new article
80; and new article 82; and
iii. to restate the amendments to the bylaws approved in this Special Shareholders Meeting and in the Special Shareholders
Meetings held on 4/10/2012, 5/26/2014 and 4/13/2015.

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In this sense, the first block integral changes only come into effect after obtaining the relevant approvals. The other
amendments, which are those of the second block, and therefore are not related to the operation, are subject to approval
by the CVM to go into effect.

Supplemental Information to Subsection 12.2


Company practices related to shareholders meetings.
Shareholder Turnout

April 28, 2009


April 28, 2009
May 8, 2009
April 20, 2010
April 20, 2010
April 18, 2011
April 18, 2011
April 28, 2011
March 27, 2012
March 27, 2012
April 10, 2012

Convened on
first or second call
First call
First call
Second call
First call
First call
First call
First call
Second call
First call
First call
Second call

April 15, 2013

First call

40.4%

March 24, 2014


April 7, 2014
May 13, 2014
May 26, 2014
March 30, 2015

First call
First call
First call
Second call
First call

April 13, 2015


April 18, 2016
May 20, 2016

Second call
First call
First call

34.2%
36.3%
39.0%
39.6%
39.6%
40.2%

Type of general meeting

Meeting date

Annual shareholders meeting


Extraordinary shareholders meeting
Extraordinary shareholders meeting
Annual shareholders meeting
Extraordinary shareholders meeting
Annual shareholders meeting
Extraordinary shareholders meeting
Extraordinary shareholders meeting
Annual shareholders meeting
Extraordinary shareholders meeting
Extraordinary shareholders meeting
Combined annual and extraordinary
shareholders meeting
Annual shareholders meeting
Extraordinary shareholders meeting
Extraordinary shareholders meeting
Extraordinary shareholders meeting
Combined annual and extraordinary
shareholders meeting
Extraordinary shareholders meeting
Annual shareholders meeting
Extraordinary shareholders meeting

54.6%
54.6%
36.7%
36.8%
36.8%
50.0%
51.7%
41.2%
44.1%
44.2%
45.0%

55.6%
72.5%

Supplemental Information to Subsections 12.6 / 12.8


We take the view that the absence of an active Fiscal Council is adequately fulfilled by our Audit Committee because it has
been conceived and established with responsibilities (listed under article 47 of our Bylaws) that overlap with those legally
assigned to a Fiscal Council under the Brazilian Corporate Law. Our Audit Committee is composed of six (6) independent
members (up to two (2) Independent Directors and four (4) external members) appointed for two-year terms, except for the
Independent Director, who does not exercise the Coordinator function, and will fulfill mandate for only one year. In addition ,
to ensure this committee operates in an exempt fashion, and for the benefit of our company and shareholders, external audit
committee members are required to be well versed in auditing, compliance/controls, accounting, taxation and the like, and/or
have experience in such activities. They must also meet the independence standards set forth in article 46 of our Bylaws,
ensuring the exercise of their duties in an exempt manner, and for the benefit of our Company and shareholders.

13. MANAGEMENT COMPENSATION


As an introductory note to this item 13, we would mention that, pursuant to a Notice to the Market released by us on February
4, 2015, we have offered beneficiary holders of stock options granted under our stock options plan approved by an Extraordinary
General Meeting (the Stock Options Plan) an opportunity to elect either (i) to continue to hold their options, or (ii) to cancel the
balance of their options, and receive cash for those that have vested and a deferred grant of Company shares in the case of nonvested options. Shares received in the event of the cancellation of non-vested options would be linked to the stock grants plan
approved by an Extraordinary General Meeting held in May 2014 (the Stock Grants Plan).
The terms and conditions of the proposed cancellation of stock options in exchange for cash consideration and deferred share
grants were approved by our directors at a board meeting on December 24, 2014, and the implementation process and procedures
were authorized at a meeting of the board of directors compensation committee held on February 4, 2015.
As a result, the information provided in this item 13 with regard to stock options granted in 2012, 2013 and 2014 to executive
officers is no longer valid as from 2015, and these stock options have been cancelled, as shown in the table provided under
subsection 13.16 below. However, stock options previously granted to members of the Board of Directors are still in effect, and
in their case information is included on the options granted in 2013.

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13.1
Compensation policy for the board of directors, executive officers and other senior management, the fiscal
council and statutory committees, and the audit, risk, finance and compensation committees, giving the following
details:

a.

Objectives of the compensation policy or practices

Our compensation policy is intended to foster alignment between the Companys objectives and the productivity and efficiency of
managers and staff, as well as to maintain our competitiveness in the market where we operate.

b.

Components of compensation

(i) Description of the components of compensation and their objectives


Board of Directors: members of the board of directors are paid fixed monthly compensation. The board chair is paid an
additional semiannual fixed amount equivalent to twice the compensation for a six-month period and has a company car available
for use. The purpose of fixed compensation is to adequately compensate the directors for their participation in board meetings
and for their contribution to the Board of Directors and the company, while the additional fee paid to the board chair serves as
compensation for the additional responsibilities pertaining to the function. Moreover, under the stock grants plan, which we have
adopted as a share-based long-term incentive, a specific mechanism has been established whereby Company shares can be
granted to board members. Previously, the long-term incentive was in the form of a stock options plan.
Executive Officers and other Senior Management: total compensation for executive officers consists of:

Base yearly compensation comprising thirteen monthly payments which remunerate executives directly for the
services provided, in line with market practices;

Benefits package which includes health and dental care plans, life insurance, meal vouchers, retirement pension,
company car, parking, medical check-ups and a company cell phone, all of which is intended to provide an
attractive package compatible with industry standards for senior executives;

Variable semiannual payments distributed under the companys profit-sharing program, which is based on a
salary multiple formula tied to company earnings indicators as well as individual job level and performance,
aligning the interests of senior executives with the Companys short- and mid-term operating results; and

A share-based long-term incentive structured as a stock grants plan. Share grants are tied to performance
measured according to certain target indicators related to the Companys overall results, and are based also on
individual job level and performance, with the dual objective of aligning the interests of senior executives with
those of our company (and shareholders) in the long term, and retaining key personnel. Up to 2014, this
incentive was provided by our stock options plan.
Committees: external members of the standing committees advising the Board of Directors are entitled to fixed monthly
compensation. Directors holding a seat on any of these committees are paid an additional fixed monthly compensation. No director
may serve on more than three committees. The standing board advisory committees currently established are the Audit
Committee, the Nominations and Corporate Governance Committee, the Compensation Committee, the Risks and Finance
Committee and the Intermediation Industry Advisory Committee. External members of this last committee are not entitled to
compensation. Executive officers and other senior management and any other members of the staff serving on committees are
not entitled to any additional compensation for this service.
Fiscal Council: the Company currently has no fiscal council in operation. The compensation policy for fiscal council members, if
and when it is instated, will be established according to the applicable legislation. It should be noted, however, that the Company
has an audit committee.

(ii) Each component as a percentage of total compensation in the last 3 fiscal years
The average percentages of each component of compensation in 2015, 2014 and 2013, under the current compensation policy,
are shown in the following tables:
Salary and fees

Participation in
Committees

Benefits

Short-term
compensation
(profit sharing)

Long-term
variable
compensation

Total

Board of
Directors

69.02%

9.78%

0%

0%

21.20%

100%

Executive
Officers and
Senior
Management

25.91%

0%

4.24%

30.23%

39.62%

100%

Committees

100%

0%

0%

0%

0%

100%

2015

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Salary and fees

Participation in
Committees

Benefits

Short-term
compensation
(profit sharing)

Long-term
variable
compensation

Total

Board of
Directors

75.39%

9.61%

0%

0%

15.00%

100%

Executive
Officers and
Senior
Management

25.41%

0%

4.26%

27.05%

43.27%

100%

Committees

100%

0%

0%

0%

0%

100%

Salary and fees

Participation in
Committees

Benefits

Short-term
compensation
(profit sharing)

Long-term
variable
compensation

Total

Board of
Directors

91.02%

8.98%

0%

0%

0%

100%

Executive
Officers and
Senior
Management

23.15%

0%

3.39%

23.28%

50.18%

100%

Committees

100%

0%

0%

0%

0%

100%

2014

2013

These percentages may change from year to year, especially in the case of variable compensation components.

(iii) Methodology for calculating and reviewing each compensation component

The compensation of the members of the board of directors and the board of executive officers is reviewed every year (based
on their responsibilities) by the Compensation Committee, which advises our board of directors on the compensation proposal
to be put forward to the annual shareholders meeting.
Similarly, the compensation committee reviews the compensation we pay to board committee members on a yearly basis and
makes recommendations to the board of directors. With regard to the executive officers and other senior management
members, their fixed monthly compensation is adjusted under a collective bargaining agreement negotiated yearly with the
labor union, and it is possible for individual merit increases to be granted in line with the Companys salary policy.
The compensation committee is responsible for proposing standards and guidelines for the board of directors to decide on
policies for short- to mid-term variable compensation (profit-sharing plan) and long-term variable incentives (yearly stock
grants programs established under the approved stock grants plan), and for making recommendations to our board of directors,
which has the final say on the matter.
Our company periodically conducts salary surveys in order to maintain the competitiveness of its strategies on fixed and variable
(short, mid- and long-term) compensation and to ensure they are in line with the industrys best practices. These surveys sample
companies of a similar size to ours which operate in the financial services industry. The survey findings are used for job matching
to obtain a comparison of positions and functions within the company, and adjustments may be made to the overall amounts
paid for different jobs and levels.
In the case of benefits, market practices are constantly reviewed and changes made, if necessary, to remain in line with the
competition.

(iv) Rationale for composition of compensation


Our compensation strategy is intended to retain a balance between short-, mid- and long-term compensation components and to
ensure alignment with corporate objectives, while maintaining competitiveness in the marketplace and the ability to attract and
retain executives, and to remunerate them according to the responsibilities of their job descriptions and in line with their individual
performance. To this end, the compensation strategy seeks to position executive pay at the median salary for the industry, with
additional short-, mid- and long-term variable compensation tied to the companys overall performance and their individual
performance.

(v) whether there are any unpaid members and, if so, the reason for this
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Reference Form 2016 BM&FBOVESPA S.A. - Bolsa de Valores, Mercadorias e Futuros (BVMF3)

The CME Group, as part of the strategic partnership, appointed a representative to serve in BM&FBOVESPAs board of directors
and as part of the agreement, CME Groups representative was not entitled to any compensation for serving on the BM&FBOVESPA
board.

c.

Key performance indicators taken into account to determine each component of compensation

With regard to short- to mid-term variable compensation (i.e. profit sharing) and long-term incentives (i.e. stock grants), the key
performance indicators we take into account to determine the amounts are: (i) individual performance assessments based on
factors proper to each job description (e.g. position level), and (ii) the Companys collective key performance indicators. These
indicators are taken into account to determine the total amount of profit sharing and payment as well as eligibility and the number
of Company shares to be granted.
Up to 2015, the total amount of short- and mid-term variable compensation was 3.5% of adjusted net income, as long as the
budget for expenses in the year in question was not exceeded. If actual operating expenses go over budget, a reduction factor
applies so that every percentage point by which actual expenses exceed the budget target brings the pool down by 5%. A
portion of the total distributed is for executive officers and other senior managers, based on a salary multiple determined according
to individual performance.
In 2013, 2014 and 2015 operating expenses budgets were met, and so the total short- to mid-term variable compensation was
paid to the Companys managers and staff, amounting to 3.5% of income for each of these three years.
As from 2016, the total short- and mid-term variable compensation will be 4.2% of EBIT (Earnings Before Interest and Taxes)
for the Company, less the costs of the stock grants scheme (principal and labor/social charges), hereinafter referred to as Adjusted
EBIT, and subject to the expenses limit budgeted for the corresponding year (adjusted expenses). If actual operating expenses
go over budget, a reduction factor applies to the above-mentioned percentage of EBIT, so that every percentage point by which
actual expenses exceed the budget target brings the pool down by 5%. A portion of the total distributed is for executive officers
and other senior managers, based on a salary multiple determined according to individual performance.
With regard to programs established under our stock grants plan, in addition to the criteria determining stock grants, as
discussed in the first paragraph of this item, it should be noted that officers will only benefit if the market price of our shares
rises over time, so that the potential gain for grantees lies fundamentally in the appreciation of the market price of our sh ares.
On the other hand, no performance indicators are taken into account for the purposes of determining fixed compensation or
benefits. In fact, these elements of compensation are tied to the level of responsibility involved in each persons job. Additionally,
in establishing fixed compensation, we take into account each persons qualifications to perform their function.

d.

How compensation is structured to reflect changes in performance indicators

In accordance with our policy for short-, mid- and long-term variable compensation, the profit-sharing pool and stock grants are
influenced by the extent to which the company achieves certain performance targets set in terms of adjusted EBIT and operating
expenses.
Furthermore, our policy provides for differing compensation levels designed to reward executive officers for individual performance
in their respective jobs, functions and responsibilities.

e.

Aligning the compensation policy with the Companys short-, mid- and long-term interests

We offer compensation that is market competitive in order to attract and retain talent that helps us achieve our short-, mid- and
long-term objectives. Given our business model, retaining qualified, skilled professionals is critical for our growth, such that our
compensation strategy must include mechanisms that will encourage them to stay engaged with the Company for a long time.
Our compensation strategy seeks to balance fixed compensation (in the form of a base salary) with short- and mid- term
compensation (in the form of profit sharing) and long-term incentives (in the form of stock grants). With this, we aim to give
employees incentives to achieve or exceed their half-year and annual targets, tied to our profit sharing program, as well as to
take long-term actions designed to add value to our company, which will be reflected in the market price of our shares.

f.
Disclosure of compensation supported by subsidiaries, affiliates or direct or indirect controlling
shareholders
There is no compensation supported by subsidiaries, affiliates or direct or indirect controlling shareholders of the Company.

g.

Disclosure of compensation or benefits tied to specific corporate events, such as the sale of a controlling
112

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interest.
There is no compensation or benefit tied to any corporate event involving the Company, such as the disposal of a controlling
interest or the undertaking of strategic partnerships.
In addition, our stock grants plan provides that in the event of our dissolutio n or transformation, or a merger, consolidation,
spinoff or other corporate restructuring transaction from which we do not emerge as the surviving company, or if do, our
shares cease to be traded on a stock exchange, then, at the discretion of our board, g rantees holding restricted shares would
be permitted to transfer them to the surviving company and any vesting stock grants would vest immediately to allow the
shares to be transferred. After this period, the stock grants scheme will terminate and any shar es not transferred will forfeit
with no right to indemnity.
13.2
Compensation of directors, officers and fiscal council members recognized in the income statement for
the years ended December 31, 2013, 2014 and 2015, and projections for the current year.
The following tables and notes provide data and information on annual compensation paid to directors and executive officers, as
well as audit committee members (the fiscal council is not active at this time, but its responsibilities overlap with those of our
audit committee, which is a standing board advisory committee and is active at all times). The information below is (i) as
recognized in the income statements for the years ended December 31, 2015, 2014 and 2013, based on the average number of
members per governance body or committee (as indicated in the following table 11) and (ii) as projected for the current financial
year.
Year ended December 31, 2015
Month

Board of Directors

Board of Executive Officers

Jan

11

Feb

10

Mar

10

Apr

11

May

11

Jun

11

Jul

11

Aug

11

Sep

11

Oct

11

Nov

11

Dec

10

Total

129

60

Average

10.75

Since 2014, the stock grants plan has been the Companys long-term incentive instrument, instead of the stock options plan.
Pursuant to a decision of our board of directors, the long-term incentive in the form of stock grants in any particular year will
always be given at the start of the following year. Thus, stock grants in respect of 2014 performance were granted in January
2015, with effects on results for 2015, and these effects will continue until termination of the program.
Accordingly the board of directors approved two stock grants programs (Stock Grants Programs) for the grant of shares on
January 2, 2015, for fiscal year 2014: the BVMF 2014 Stock Grants Program and the BVMF 2014 Additional Stock Grants Program.
The number of shares granted to executive officers under the stock grants program for 2014, effective only in 2015, amounted
to 1,349,476 under the BVMF 2014 Stock Grants Program, representing 0.071% of the total shares issued by the Company, and
507,269 under the BVMF 2014 Additional Stock Grants Program, representing 0.027% of the total.
It should be noted that fair value is not calculated for the stock grants programs; only the closing price on the grant date, which
was January 2, 2015, is taken into account. On this date the closing price was R$9.50.
Under the stock grants plan, 172,700 shares were granted to members of the board of directors for the year 2014, and delivered
on January 2, 2015. This grant produces effects as from fiscal year 2015 until termination of the program.

11

Sum total of the number of members in each governance body or committee at each month of the year divided by 12 months. This calculation is performed
for each collective governance or management body, as required under CVM Circular Letter SEP/No. 02/2015.

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Year ended December 31, 2015

Total number of members


Number of members compensated
Fixed annual compensation (in R$)
Salary or fees
Direct and indirect benefits
Compensation for participation in
committees
Others
Variable compensation (in R$)
Bonus
Profit sharing
Compensation for attending
meetings
Commission
Others
Post-employment benefits
Stepping-down benefits
Share-based payments, including stock
options
Amount of compensation

Board of Directors
10.75
9.75
R$7,369,846.20
R$5,340,215.91
N/A

Board of Executive
Officers
5
5
R$8,186,652.20
R$5,333,815.08
R$984,009.63

Fiscal Council*
N/A
N/A
N/A
N/A
N/A

Total
15.75
14.75
R$15,556,498.40
R$10,674,030.99
R$984,009.63

R$756,414.49

N/A

N/A

R$756,414.49

R$1,273,215.80
N/A
N/A
N/A

R$1,868,827.49
R$ 9,807,760.22
N/A
R$9,807,760.22

N/A
N/A
N/A
N/A

R$3,142,043.29
R$ 9,807,760.22
N/A
R$9,807,760.22

N/A

N/A

N/A

N/A

N/A
N/A
N/A
N/A

N/A
N/A
N/A
N/A

N/A
N/A
N/A
N/A

N/A
N/A
N/A
N/A

R$1,640,574.00

R$17,639,077.50

N/A

R$19,279,651.50

R$9,010,420.20

R$35,633,489.92

N/A

R$44,643,910.12

* As discussed in item 13.1 above, our fiscal council is not active at this time. However, we have an Audit Committee, and the
compensation amount paid to the external audit committee members in 2015 totaled R$1,420,614.57, a figure not included in
the above table. Social charges (INSS) on this amount were R$344,262.72.
In 2015 the Company recognized an amount of R$3,142,043.29 for social charges (INSS and FGTS), in respect of the fixed
compensation of the board of directors and board of executive officers. This amount is included in the above table, in the item
Others of Fixed annual compensation. Labor charges (13th month salary and vacation pay), when applicable, are included in
the table under the heading Salary or fees.
We emphasize that shares granted to members of the board of directors under the stock grants program, for the year 2014, as
a long-term incentive, were delivered only on January 2015. This grant will thus produce effects as from fiscal year 2015 until
termination of the program. The above table gives details of share-based compensation for directors and executive officers, and
this amount, when applicable, will affect social charges (INSS/FGTS) and labor charges (13th monthly salary and vacation pay),
which will sum up to 60.3% of the financial value, calculated by multiplying the amount of shares granted by the share price on
the date of the respective transfer of shares to beneficiaries. Thus, the payroll tax value connected to the share-based
compensation is not included in the table, once it will be recognized over time in the financial statements according to the vesting
period of the program, and it will only be possible to calculate the final value on the actual date of transfer of the shares, based
on the market price on that day.
Year ended December 31, 2014
Month

Board of Directors

Board of Executive Officers

Jan

11

Feb

11

Mar

11

Apr

11

May

11

Jun

11

Jul

11

Aug

11

Sep

11

Oct

11

Nov

11

Dec

11

Total

132

60

114

Reference Form 2016 BM&FBOVESPA S.A. - Bolsa de Valores, Mercadorias e Futuros (BVMF3)

Average

11

As stated in the introductory note to this item, an extraordinary general meeting held on May 13, 2014, approved the Stock Grants
Plan, which replaced the stock options scheme as a long-term incentive. As a result, the information provided in this item 13 with
regard to stock options granted in 2012, 2013 and 2014 to executive officers, included for context purposes, is no longer valid as
from 2015, and these stock options have been cancelled, as shown in the table in item 13.16 below.
We emphasize that stock options approved by the board of directors for the year 2013, as a long-term incentive, were delivered
only on January 2014, and thus produce effects as from fiscal year 2014 until termination of the program.
There were two grants of stock options to executive officers for the year 2013, one under the 2013 Options Program and the
other under the 2013 Additional Options Program. The first round granted stock options over a total of 3,500,000 shares, or
0.184% of the shares issued and outstanding at the grant date, and the second round granted additional options over a total of
1,477,340 shares, or 0.078% of the shares issued and outstanding at the grant date. In each case, the exercise price was
established pursuant to the rules set out in the stock options plan.
The exercise price was set at R$3.43 for the first round (BVMF 2013 Options Program) and R$4.33 for the second round (BVMF
2013 Additional Options Program), pursuant to a fair price calculation method taking into account certain market variables at
grant time and the particular features of each program.
Additionally, and according to the stock options plan, the stock option grants for 2013 attributed to directors on January 2, 2014,
totaled 330,000 and influenced results for 2014 and up to the conclusion of the program. The fair price determined for each of
these options was R$2.98.
Year ended December 31, 2014

Total number of members


Number of members compensated
Fixed annual compensation (in R$)
Salary or fees
Direct and indirect benefits
Compensation for participation in
committees
Others
Variable compensation (in R$)
Bonus
Profit sharing
Compensation for attending
meetings
Commission
Others
Post-employment benefits
Stepping-down benefits
Share-based payments, including stock
options
Amount of compensation

Board of Directors
11
10
R$6,722,242.44
R$4,943,023.66
N/A

Board of Executive
Officers
5
5
R$7,455,760.15
R$5,008,479.97
R$926,667.69

R$629,929.32

Fiscal Council*

Total

N/A
N/A
N/A

16
15
R$14,178,002.59
R$9,951,503.63
R$926,667.69

N/A

N/A

R$629,929.32

R$1,149,289.46
N/A
N/A
N/A

R$1,520,612.49
R$9,140,054.87
N/A
R$9,140,054.87

N/A
N/A
N/A
N/A

R$2,669,901.95
R$9,140,054.87
N/A
R$9,140,054.87

N/A

N/A

N/A

N/A

N/A
N/A
N/A
N/A

N/A
N/A
N/A
N/A

N/A
N/A
N/A
N/A

N/A
N/A
N/A
N/A

R$983,400.00

R$18,401,882.20

N/A

R$19,385,282.20

R$7,705,642.44

R$34,997,697.22

N/A

R$42,703,339.66

N/A

* As mentioned in item 13.1 of this Reference Form, the Companys fiscal council is not currently active. However, we have an
Audit Committee, and the compensation amount paid to the external audit committee members in 2014 was R$1,290,502.40, a
figure not included in the above table. Social charges (INSS) on this amount were R$290,362.98.
In 2014 the Company recognized an amount of R$2,669,901.95 for social charges (INSS and FGTS), in respect of the fixed
compensation of the board of directors and executive board. This amount is included in the above table, in the item Others of
Fixed annual compensation. Labor charges (13th month salary and vacation pay), when applicable, are included in the table under
the heading Salary or fees.
Year ended December 31, 2013
Month

Board of Directors

Board of Executive Officers

Jan

11

Feb

11

Mar

11

115

Reference Form 2016 BM&FBOVESPA S.A. - Bolsa de Valores, Mercadorias e Futuros (BVMF3)

Apr

11

May

11

Jun

11

Jul

11

Aug

11

Sep

11

Oct

11

Nov

11

Dec

11

Total

132

59

Average

11

4.92

As stated in the introductory note to this item, an extraordinary general meeting held on May 13, 2014, approved the Stock Grants
Plan, which replaced the stock option scheme as a long-term incentive. As a result, the information provided in this item 13 with
regard to stock options granted in 2012, 2013 and 2014 to executive officers, included for context purposes, is no longer valid as
from 2015, and these stock options have been cancelled, as shown in the table provided in item 13.16 below.
We emphasize that stock options approved by the board of directors for the year 2012, as a long-term incentive, were delivered
only on January 2, 2013, and thus produce effects as from fiscal year 2013 until termination of the program.
There were two grants of stock options to executive officers for the year 2012, one under the BVMF 2012 Options Program and
the other under the BVMF 2012 Additional Options Program. The number of options granted to the executive officers under the
Options Plan, effective as of the year 2013 until termination of the program, as approved by the Board of Directors, totaled
3,300,000 shares under the BVMF 2012 Options Program, or 0.17% of the shares issued and outstanding at the grant date,
and 1,001,185 shares under the BVMF 2012 Additional Options Program, or 0.05% of the shares issued and outstanding at the
grant date. In each case, the exercise price was established pursuant to the rules set forth in the stock options plan.
The exercise price was set at R$5.55 and R$6.98, respectively for the BVMF 2012 Options Program and for the BVMF 2012
Additional Options Program, pursuant to a fair price calculation method taking into account certain market variables at grant time
and the particular features of each program.

Year ended December 31, 2013

Total number of members


Number of members compensated
Fixed annual compensation (in R$)
Salary or fees
Direct and indirect benefits
Compensation for participation in
committees
Others
Variable compensation (in R$)
Bonus
Profit sharing
Compensation for attending
meetings
Commission
Others (1)
Post-employment benefits
Stepping-down benefits
Share-based payments, including stock
options
Amount of compensation

Board of Directors
11
10
R$6,013,817.13
R$4,525,878.76
N/A

Board of Executive
Officers
4.92
4.92
R$7,134,945.37
R$4,577,821.68
R$784.032.26

R$446,537.16

Fiscal Council*

Total

N/A
N/A
N/A

15.92
14.92
R$13,148,762.50
R$9,103,700.44
R$784,032.26

N/A

N/A

R$446,537.16

R$1,041,401.21
N/A
N/A
N/A

R$1,773,091.43
R$10,332,121.26
N/A
R$9,095,873.67

N/A
N/A
N/A
N/A

R$2,814,492.64
R$10,332,121.26
N/A
R$9,095,873.67

N/A

N/A

N/A

N/A

N/A
N/A
N/A
N/A

N/A
R$1,236,247.59
N/A
N/A

N/A
N/A
N/A
N/A

N/A
R$1,236,247.59
N/A
N/A

N/A

R$25,303,271.30

N/A

R$25,303,271.30

R$6,013,817.13

R$42,770,337.93

N/A

R$48,784,155.06

N/A

(1) Severance pay and additional bonuses paid for hires.


* As mentioned in item 13.1 of this Reference Form, the Companys fiscal council is not currently active. However, we have an
116

Reference Form 2016 BM&FBOVESPA S.A. - Bolsa de Valores, Mercadorias e Futuros (BVMF3)

Audit Committee, and the compensation amount paid to the external audit committee members in 2013 was R$1,227,830.96, a
figure not included in the above table. Social charges (INSS) on this amount were R$276,261.99.
In 2013 the Company recognized an amount of R$2,814,492.64 for social charges (INSS and FGTS), in respect of the fixed
compensation of the board of directors and executive board of officers. This amount is included in the above table, in the item
Others of Fixed annual compensation. Labor charges (13th month salary and vacation pay), when applicable, are included in
the table under the heading Salary or fees.
The following table gives details of projected compensation of directors and executive officers for 2016, as approved on the
Annual General Meeting held on April 18, 2016. Since short- and mid-term variable compensation of executive officers (profit
sharing) is tied to attainment of the Companys overall targets for the year, the forecasts in the following table are based on
probable results and may change if there is a difference in adjusted EBIT or adjusted expenses (basis for determining the profit
sharing pool item 13.1 c). As an example, under the rules described in item 13.1 c of this Reference Form, if the final result
for the year exceeds budgeted adjusted EBIT by 10% or more, and subject to the limit for expenses, short- and mid-term variable
compensation (profit sharing) will be increased by R$1,260,520.59, which is the equivalent of a 10% rise in the estimated total
amount, subject to the rules in item 13.1 c above.
Furthermore, since 2014, the stock grants plan has been the Companys long-term incentive instrument, instead of the stock
option plan. Pursuant to a decision of our board of directors, stock grants for any particular year will always be given at the start
of the following year. Thus, stock grants in respect of 2015 performance were granted in January 2016, with effects on results
for 2016, and these effects will continue until termination of the program.
Accordingly, the board of directors approved two stock grants programs (Stock Grants Programs) for the grant of shares on
January 8, 2016, for the fiscal year 2015: the BVMF 2015 Stock Grants Program and the BVMF 2015 Additional Stock Grants
Program. The estimated number of shares granted to executive officers under the stock grants program for 2015, effective only
in 2016, amounts to 1,255,701 shares under the BVMF 2015 Stock Grants Program, representing 0.066% of the total shares
issued by the Company, and an estimated 396,413 shares under the BVMF 2015 Additional Stock Grants Program, representing
0.02% of the total, assuming that consideration by officers for the purchase of own shares is at a price of R$10.52.
It should be noted that fair value is not calculated for the stock grants programs; only the closing price on the grant date, which
was January 8, 2016, is taken into account. On this date the closing price was R$10.52.
172,700 shares were granted to members of the board of directors under the stock grants program, for the year 2015, and
delivered on January 8, 2016. This grant will produce effects as from fiscal year 2016 until termination of the program.

Current Fiscal Year Forecast for 2016

Total number of members


Number of members compensated
Fixed annual compensation (in R$)
Salary or fees
Direct and indirect benefits
Compensation for participation in
committees
Others
Variable compensation (in R$)
Bonus
Profit sharing
Compensation for attending
meetings
Commission
Others
Post-employment benefits
Stepping-down benefits
Share-based payments, including
stock options
Amount of compensation

Board of Executive
Officers
5
5
R$8,684,193.02
R$5,606,271.47
R$1,075,047.95

Fiscal Council*
N/A
N/A
N/A
N/A
N/A

Total
16
15
R$17,515,274.38
R$11,598,438.94
R$1,075,047.95

R$ 1,265,057.80

N/A

N/A

R$1,265,057.80

R$1,573,856.08
N/A
N/A
N/A

R$2,002,873.60
R$12,605,205.92
N/A
R$12,605,205.92

N/A
N/A
N/A
N/A

N/A

N/A

N/A

R$3,576,729.68
R$12,605,205.92
N/A
R$12,605,205.92
N/A

N/A
N/A
N/A
N/A

N/A
N/A
N/A
N/A

N/A
N/A
N/A
N/A

N/A
N/A
N/A
N/A

R$1,816,804.00

R$17,380,264.76

N/A

R$ 19,197,068.76

R$10,647,885.36

R$38,669,663.70

N/A

R$49,317,549.06

Board of Directors
11
10
R$8,831,081.36
R$ 5,992,167.47
N/A

* As mentioned in item 13.1 of this Reference Form, the Companys fiscal council is not currently active. However, we have an
Audit Committee, and the estimated compensation amount paid to the external audit committee members in 2016 is
R$1,466,120.00, a figure not included in the above table. Social charges (INSS) on this amount will be R$329,877.11.
In 2016 the Company expects to recognize an amount of R$3,576,729.68 for social charges (INSS and FGTS), in respect of the
117

Reference Form 2016 BM&FBOVESPA S.A. - Bolsa de Valores, Mercadorias e Futuros (BVMF3)

fixed compensation of the board of directors and executive board. This amount is included in the above table, in the item Others
of Fixed annual compensation. Labor charges (13th month salary and vacation pay), when applicable, are included in the table
under the heading Salary or fees.
We emphasize that shares granted to members of the board of directors under the stock grants program, for the year 2015, as
a long-term incentive, were delivered only on January 2016. This grant will thus produce effects as from fiscal year 2016 until
termination of the program. The above table gives details of share-based compensation for directors and executive officers, and
this amount, when applicable, will affect social charges (INSS/FGTS) and labor charges (13th monthly salary and vacation pay) ,
which will sum up to 60.3% of the financial value, calculated by multiplying the amount of shares granted by the share price on
the date of the respective transfer of shares to beneficiaries. Thus, the payroll tax value connected to the share-based
compensation is not included in the table, once it will be recognized over time in the financial statements according to the vesting
period of the program, and it will only be possible to calculate the final value on the actual date of transfer of the shares, based
on the market price on that day.
13.3
Variable compensation for the years ended December 31, 2013, 2014 and 2015 and projections and
estimates for the current year:
Our variable compensation policy for executive officers is based on the concept of salary multiples, varying according to the
seniority level of each job. There is also a difference within each job level which depends on individual performance.
The following tables give details of variable compensation of our board of executive officers (i) recognized in income for the years
ended December 31, 2015, 2014 and 2013, taking into account the number of members of each body actually receiving variable
compensation; and (ii) forecast for the current year.
Year ended December 31, 2015
Board of
Directors
Total number of members
Number of members compensated
Bonus (in R$)
Minimum amount under the
compensation plan
Maximum amount under the
compensation plan
Amount provided for under the
compensation plan if targets are
achieved
Amount actually recognized in income
Profit sharing (in R$)
Minimum amount under the
compensation plan
Maximum amount under the
compensation plan
Amount provided for under the
compensation plan if targets are
achieved
Amount actually recognized in income

Board of Executive
Officers
5
5

Fiscal
Council

N/A

N/A

N/A

N/A

N/A

N/A

N/A

N/A

N/A

N/A

N/A

N/A

N/A

N/A

N/A

N/A

N/A

R$10,804,395.25

N/A

R$10,804,395.25

N/A

R$13,205,371.97

N/A

R$13,205,371.97

N/A

R$12,004,883.61

N/A

R$12,004,883.61

N/A

R$9,807,760.22

N/A

R$9,807,760.22

Board of Executive
Officers
5
5

Fiscal
Council

N/A

N/A

N/A

N/A

N/A

N/A

N/A

N/A

N/A

N/A

N/A

N/A

N/A

N/A

N/A

N/A

N/A

R$10,137,582.05

n/a

R$10,137,582.05

N/A

N/A

Total
5
5

Year ended December 31, 2014


Board of
Directors
Total number of members
Number of members compensated
Bonus (in R$)
Minimum amount under the
compensation plan
Maximum amount under the
compensation plan
Amount provided for under the
compensation plan if targets are
achieved
Amount actually recognized in income
Profit sharing (in R$)
Minimum amount under the

N/A

118

N/A

Total
5
5

Reference Form 2016 BM&FBOVESPA S.A. - Bolsa de Valores, Mercadorias e Futuros (BVMF3)
Year ended December 31, 2014

compensation plan
Maximum amount under the
compensation plan
Amount provided for under the
compensation plan if targets are
achieved
Amount actually recognized in income

Board of
Directors

Board of Executive
Officers

Fiscal
Council

Total

N/A

R$12,390,378.06

n/a

R$12,390,378.06

N/A

R$11,263,980.06

n/a

R$11,263,980.06

N/A

R$9,140,054.87

n/a

R$9,140,054.87

Year ended December 31, 2013

Board of Directors
Total number of members
Number of members compensated

N/A

Bonus (in R$)


Minimum amount under the
compensation plan
Maximum amount under the
compensation plan
Amount provided for under the
compensation plan if targets are
achieved
Amount actually recognized in
income
Profit sharing (in R$)
Minimum amount under the
compensation plan
Maximum amount under the
compensation plan
Amount provided for under the
compensation plan if targets are
achieved
Amount actually recognized in
income

Board of Executive
Officers
4.92
4.92

Fiscal Council
N/A

Total
4.92
4.92

N/A

N/A

N/A

N/A

N/A

N/A

N/A

N/A

N/A

N/A

N/A

N/A

N/A

N/A

N/A

N/A

N/A

R$9,569,329.99

N/A

R$9,569,329.99

N/A

R$11,578,889.28

N/A

R$11,578,889.28

N/A

R$10,526,262.98

N/A

R$10,526,262.98

N/A

R$9,095,873.67

N/A

R$9,095,873.67

The following table gives details of variable compensation forecast for 2016. Since short- and mid-term variable compensation of
executive officers (profit sharing) is tied to attainment of the Companys overall targets for the year, the forecasts in the following
table are based on probable results and may change if there is a difference in adjusted EBIT or adjusted expenses (basis for
determining the profit sharing pool).
According to the rules in item 13.1 (c) above, the total amount of short- and mid-term variable compensation to be paid to
managers and staff of the Company during 2016 is to be calculated on the basis of actual adjusted EBIT, less the costs of the
Company stock grants plan (principal and labor/social charges), subject to the budgeted expenses limit. This total should represent
about 4.2% of these earnings.
A portion of this amount will be reserved for executive officers, and will be distributed according to a target value for each level,
with differences depending on individual performance. If actual operating expenses go over budget, a reduction factor will apply
to the above-mentioned percentage of EBIT, so that every percentage point by which actual expenses exceed the budget target
will bring the pool down by 5%.
In respect of the minimum and maximum amounts forecast, we stress that the distribution of profit sharing, under the rules
described above, is directly affected by adjusted EBIT and the limit of adjusted expenses according to the budget, with the result
that: (i) if there is no profit, no profit sharing will be paid; (ii) there is no maximum ceiling set, but the distribution rules described
above must be observed. The estimate of minimum and maximum amounts in the above table is based on achieving adjusted
EBIT (according to the rules in item 13.1 c) of, respectively, 10% below and 10% above the target set for the purposes of the
profit sharing program approved by the board.
Current Fiscal Year Forecast for 2016
Board of Directors
Total number of members
Number of members compensated

N/A

Board of Executive
Officers
5
5

Bonus (in R$)

119

Fiscal Council
N/A

Total
5
5

Reference Form 2016 BM&FBOVESPA S.A. - Bolsa de Valores, Mercadorias e Futuros (BVMF3)
Current Fiscal Year Forecast for 2016
Board of Directors

Board of Executive
Officers

Fiscal Council

Total

N/A

N/A

N/A

N/A

N/A

N/A

N/A

N/A

N/A

N/A

N/A

N/A

N/A

N/A

N/A

N/A

N/A

R$11,344,685.33

N/A

R$11,344,685.33

N/A

R$13,865,726.51

N/A

R$13,865,726.51

N/A

R$12,605,205.92

N/A

R$12,605,205.92

N/A

N/A

N/A

N/A

Minimum amount under the


compensation plan
Maximum amount under the
compensation plan
Amount provided for under the
compensation plan if targets are
achieved
Amount actually recognized in
income
Profit sharing (in R$)
Minimum amount under the
compensation plan
Maximum amount under the
compensation plan
Amount provided for under the
compensation plan if targets are
achieved
Amount actually recognized in
income

13.4 Share-based compensation plan for directors and executive officers (prior and current years)

a.

General terms and conditions

As discussed in the introductory note to this section, the extraordinary shareholders meeting held on May 13, 2014 approved the
stock grants plan to replace the options plan as a long-term incentive instrument.

Stock grants plan (granting of shares referring to 2014 and beyond)


The managers and employees of the company and the subsidiaries (beneficiaries) are eligible for participation.
The stock grants plan extends broad powers to the board of directors to approve the granting of shares and to manage this by
means of the shares grant program (share-based program), which must define, among other specific conditions: (i) the respective
beneficiaries; (ii) the total number of company shares that can be granted; (iii) criteria for electing beneficiaries and determining
the number of shares to allocated; (iv) the division of the shares into lots; (v) vesting period for transferring shares; (vi) any
restrictions on the transfer of the shares received by the beneficiaries; and (vii) provisions on penalties, if any.
In the case of each stock grants program, a total minimum term of three (3) years must be observed between the programs
grant date and the last day for transfer of shares under the same program. Furthermore, a minimum vesting period of twelve
(12) months must elapse between: (i) the programs grant date and the first transfer date of any lot of shares under that program,
and (ii) between each transfer date of the share lots under that program, after the first transfer.
When launching each stock grants program, the board of directors must set the terms and conditions for granting the shares in
a stock grant agreement (Agreement) between the company and each beneficiary.
The powers of the board of directors under the stock grants plan can be delegated to the Compensation Committee. The board
of directors is currently advised by the Compensation Committee when defining the conditions for granting shares, within the
terms of that committees statutory remit.
The rights of the shares granted will be established in the stock grants plan, in the respective stock grants programs and in the
Agreement, while beneficiaries will not be entitled to receive dividends or any other income prior to the definitive transfer of said
shares.
The stock grants programs and the agreements are further subject to the following general conditions:
a)
no shares will be transferred to the beneficiary unless all legal, regulatory and contractual requirements have been fully
complied with;
b)
no provision of the stock grants plan, of any stock grants program or the agreement will entitle any beneficiary to remain
as a company manager or employee, nor shall it interfere in any manner with the rights of the company to interrupt, at any time,
the managers term of office or the employees contract of employment.
c)
shares granted under the stock grants plan bear no relation and are not linked to the beneficiaries fixed compensation
or occasional profit sharing (PLR);
d)
beneficiaries will enjoy no rights and privileges as a company shareholder at the time they are granted the right to
receive the shares underlying the respective stock grants program and Agreement, with the exception of those referring to the
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Reference Form 2016 BM&FBOVESPA S.A. - Bolsa de Valores, Mercadorias e Futuros (BVMF3)

stock grants plan; and


e)
beneficiaries will only enjoy the rights and privileges inherent to the status as a shareholder upon the final transfer of
the shares.
The stock grants plan also provides for a specific mechanism for granting shares to members of our board of directors, under
which: (i) eligibility as beneficiaries of the grant applies to members of our board of directors, commencing on the date of the
shareholders meeting that elected them to the position, or another time frame that the shareholders meeting may establish; (ii)
beneficiary members of our board of directors are entitled, as a group, to receive on annual basis a total of 172,700 shares issued
by the company, which will be apportioned equally among the members of our board of directors as decided by the shareholders
convening in a meeting; (iii) grants to members of our board of directors will be in a single lot on the same dates when approval
is given for the programs for granting shares to the other beneficiaries; (iv) the shares underlying the agreements of the
beneficiary members of our board of directors will be transferred after a period of 2 years, commencing upon termination of each
term of office as a Director during which the agreement was executed; (v) in the event of removal from office for having violated
their duties and responsibilities, pursuant to commercial legislation or a reason equivalent to cause in labor legislation, the
entitlement to receive all shares not yet transferred will forfeit immediately and without compensation; (vi) in the event of
resignation, the entitlement to receive the shares underlying the program approved for the year of the term of office when the
resignation occurs will forfeit immediately and without compensation. All other shares on which the rights have been previously
granted will be transferred to the beneficiary with due regard for the respective transfer periods; in this case, the transfer period
will be counted as if the beneficiary had not resigned, in other words, the shares will be transferred 2 years after the date when
the term of office would have ended had the beneficiary not resigned; and (vii) where term of office ends without re-election, all
shares will be transferred to the beneficiary, with due regard for the respective transfer periods.
Grants under the stock grants plan for a given year will always take place at the beginning of the following business year.
We granted six programs the stock grants plan, two of them to directors corresponding to the term of office of 2014 and 2015,
and four under the stock grants programs approved by the board of directors, namely, BVMF 2014 Stock Grants Program, BVMF
2014 Additional Stock Grants Program, BVMF 2015 Stock Grants Program and BVMF 2015 Additional Stock Grants Program.

Options Plan (grants of options for business year 2013)


Under the options plan, eligibility to receive options on the companys stock was extended to the managing directors and associate
directors of the company and its subsidiaries and, in special cases, their employees and contractors designated by our chief
executive officer (beneficiaries).
Our options plan delegated extensive powers to our board of directors to approve grants of options and manage them under
stock options programs (options programs).
Furthermore, the options plan establishes a mechanism specifically applicable to stock options grants to members of our board
of directors, as follows: (i) the directors were eligible to stock option grants starting from the date they were elected or such
other date as the shareholders may determine at the time; (ii) the directors were entitled to receive an annual aggregate total of
up to 330,000 options to be linearly apportioned among the members of the board of directors as determined by the shareholders
convening in a meeting; (iii) the collective lot is granted to the directors on the same occasion as regular stock options are granted
to other beneficiaries; (iv) the stock options thus granted to beneficiary directors vest within two (2) years after their terms end;
(v) the options should be exercised within a maximum period of 5 years from the vesting date; (vi) where a director is removed
from office due to breach of obligations or fiduciary duties (per applicable civil and corporate law) or for any of the reasons which
otherwise would justify termination for cause under the labor laws, any vesting and outstanding options forfeit with no right to
indemnity; and (vii) where a director tenders their resignation, all outstanding options as of the date of resignation could still be
exercised by the respective beneficiary, with the exception of the options granted during the year in which resignation occurred,
with due regard for the respective exercise periods.
We have completed ten rounds of options grant under our options plan, including one round in 2013 to our directors, while the
other nine under the options programs approved by the Board of Directors: the BVMF 2008 Options Program, the BVMF 2009
Options Program, the BVMF 2010 Options Program, the BVMF 2011 Options Program plus the BVMF 2011 Additional Options
Program, the BVMF 2012 Options Program plus the BVMF 2012 Additional Options Program, and the BVMF 2013 Options Program
plus the BVMF 2013 Additional Options Program.
The options granted to the executive officers under the options plan have been canceled (see introductory note and section
13.16); thus said grants are only mentioned for the purpose of the context.
In the light of this replacement, the company now only refers in this section 13.4 to the stock grants plan and, within its scope,
to the grant of shares unless expressly indicated.

b.

Key objectives of the plan

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Reference Form 2016 BM&FBOVESPA S.A. - Bolsa de Valores, Mercadorias e Futuros (BVMF3)

The objective of our stock grants plan is to offer the management and employees of the company and its direct or indirect
subsidiaries the opportunity to become company shareholders. This type of incentive is expected to align the interests of
beneficiaries with those of our company and the shareholders, in addition to serving as a talent retention tool.

c.

How the plan helps achieve these objectives

The objective of fostering closer alignment with our interests and the interests of shareholders is achieved by means of offering
officers and selected employees an opportunity to become our shareholders. In this respect it is important to point out that the
manner in which the stock grants are structured ensures that the beneficiaries will only enjoy long-term gains as the companys
shares appreciate in value. This seeks to ensure that the managers and employees included in the incentive plan remain committed
to our companys long-term objectives and to creating value over this time frame.
Moreover, the need for the beneficiary to remain with the company in order to reap possible future gains contributes to retaining
talent within the companys key staff. Summarizing, the fact that the beneficiarys future gains are conditional on their remaining
with the company should ensure that they retain their position within the company in the long term, so that their efforts create
value.
In the specific case of our additional programs, the beneficiaries also undertake to purchase our shares and hold own shares as
a condition for actually participating in the program and retaining their rights expressed in the agreements. This leads to a deeper
alignment of their interests with those of our company, by further raising their commitment to our long-term results. Additionally,
given that this program targets a key group inside the organization, requiring a reciprocal exchange, it is also a stronger tool for
retention of professionals we consider to be critical for short-, mid- and long-term value creation.

d.

How the plan fits into the companys compensation policy

Within our compensation policy, the stock grants plan functions as a long-term incentive tool, figuring as a component in the total
compensation package of our managers and employees. And, in that sense it addresses our compensation policy goal of aligning
individual objectives with those of the company, since the beneficiaries have an additional incentive to act in a manner that will
add value to our company over the long term. The incentive is also based on the possibility of gains arising as the market value
of our companys shares appreciates. Furthermore, as the incentive plans offer the possibility of future gains if the beneficiary
adopts a long-term commitment, they serve as an instrument for attracting and retaining our companys talent.

e.

term

How the plan aligns the interests of executive officers with those of the company in the short-, mid- and long-

Our stock grants plans tie in performance to differing levels of compensation, so it becomes a driver towards achieving certain
targets and pursuing effectiveness in implementing mid- to long-term actions that add value to the company, affect growth and
spurs appreciation of the market price of our shares. Thus, our executives are encouraged to pursue sustainable results that add
value to the company over time. Additionally, these plans aim to align the interests of eligible beneficiaries with the companys
interests by offering managers and employees opportunities to become shareholders and encouraging efficient management while
also giving us the ability to attract and retain highly qualified professionals, and fuel growth and value creation for the company.
Mechanisms to nurture interest alignment over time include, for example, the vesting period for actually transferring the shares.
Moreover, breaking the grants into lots fosters talent retention over those periods, enabling beneficiaries to become company
shareholders by gradually increasing their holdings of shares, whereby they can enjoy gains that will be greater the longer they
stay with us.
To further bolster the managers alignment with ours, additional programs have been implemented, which in the case in hand
involve a commitment by beneficiaries of the program to acquire our shares and hold these as own shares as a conditions for
participating in the program and retaining the rights set out in the agreement. This leads to a deeper alignment of their interests
with those of our company, by further raising their commitment to our long-term results. Additionally, given that this program
targets a key group inside the organization, requiring a mutual exchange, it is also a stronger tool for retention of professionals
we consider to be critical for short-, mid- and long-term value creation.

f.

Maximum number of shares in a program

Under the stock grants plan, the shares granted cannot exceed the maximum limit of shares representing 2.5% of our companys
common stock on the respective grant date.
Based on the number of shares issued and outstanding as at December 31, 2015, the total shares encompassed by the stock
grants plan may be up to 45,375,000 shares. As no further options will be granted under the options plan, the question of a limit
on shares to be considered within the options plan is not an issue.

g.

Maximum number of option grants

As discussed in section f above, under the stock grants plan, the grants of shares cannot exceed the maximum limit of 2.5% of
122

Reference Form 2016 BM&FBOVESPA S.A. - Bolsa de Valores, Mercadorias e Futuros (BVMF3)

our common stock on the respective grant date, while the board of directors or the committee, as the case may be, may grant
for an annual exercise 0.8% of our total stock as of the grant date.
Based on the number of shares issued and outstanding as at December 31, 2015, the total shares encompassed by the stock
grants plan may be up to 45,375,000 shares. As no further options will be granted under the options plan, the question of a limit
on shares to be considered within the options plan is not an issue.

h.

Conditions for stock purchase

The rules of the stock grants plan state that our board of directors or the Compensation Committee, as the case may be, will from
time to time create stock grants programs which, among other specific conditions, are required to define: (i) the respective
beneficiaries; (ii) the total number of company shares that can be granted; (iii) criteria for electing beneficiaries and determining
the number of shares to allocated; (iv) the division of the shares into lots; (v) vesting period for transferring shares; (vi) any
restrictions on the transfer of the shares received by the beneficiaries; and (vii) provisions on penalties, if any.
Bearing in mind that under the stock grants plan, the shares are granted to the beneficiaries and actually transferred, with due
regard for the vesting periods established in the share-based programs and the conditions set forth in the agreement, there are
no rules on share purchases. However, it should be stressed that no shares will be transferred to the beneficiary unless all legal,
regulatory and contractual requirements have been fully complied with;
The stock grants plan also provides for a specific mechanism for granting shares to members of our board of directors, under
which: (i) eligibility as beneficiaries of the grant applies to directors, commencing on the date of the shareholders meeting that
elected them to the position, or another time frame that the shareholders meeting may establish; (ii) beneficiary directors are
entitled, as a group, to receive on annual basis a total of 172,700 shares issued by the company, which will be distributed in a
linear manner among the directors in the manner established at the shareholders meeting; (iii) grants to directors will be in a
single lot on the same dates when approval is given for the programs for granting shares to the other beneficiaries; (iv) the shares
underlying the agreements of the beneficiary directors will be transferred after a period of 2 years, commencing upon termination
of each term of office as a Director during which the agreement was executed; (v) in the event of removal from office for having
violated their duties and responsibilities, pursuant to commercial legislation or a reason equivalent to cause in labor legislation,
the entitlement to receive all shares not yet transferred will forfeit immediately and without compensation,; (vi) in the event of
resignation, the entitlement to receive the shares underlying the program approved for the year of the term of office when the
resignation occurs will forfeit immediately and without compensation. All other shares on which the rights have been previously
granted will be transferred to the beneficiary with due regard for the respective transfer periods; in this case, the transfer period
will be counted as if the beneficiary had not resigned, in other words, the shares will be transferred 2 years after the date when
the term of office would have ended had the beneficiary not resigned; and (vii) where term of office ends without re-election, all
shares will be transferred to the beneficiary, with due regard for the respective transfer periods.

i.

Criteria for determining the exercise price

Given that under the stock grants plan, the long-term incentive instrument is represented by the grant of shares, no acquisition
or exercise price is set.

j.

Criteria for determining the exercise periods

As mentioned earlier, under the stock grants plan the shares are transferred to the beneficiaries, so that no exercise takes place.
This notwithstanding, there are vesting rules to be followed for the shares to be actually transferred to the beneficiaries. In the
case of each stock grants program, a total minimum term three (3) years must be observed between the programs grant date
and the last day for transfer of shares under the same program. Furthermore, a minimum vesting period of twelve (12) months
must elapse between: (i) the programs grant date and the first transfer date of any lot of shares under that program, and (ii)
between each transfer date of the share lots under that program, after the first transfer.
As already mentioned above, the stock grants plan also provides a specific mechanism for granting shares to members of our
board of directors. These grants will be in a single lot on the same dates when the shares are granted to other beneficiaries, while
the shares thus granted will be transferred after 2 years as from the end of each term of office as a member of the board during
which the agreement was entered into.
It should be pointed out that the vesting conditions and period of the options plan were maintained in the case of shares granted
in substitution of non-vested options that were canceled (see section 13.16 below).

k.

Settlement

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Reference Form 2016 BM&FBOVESPA S.A. - Bolsa de Valores, Mercadorias e Futuros (BVMF3)

Stock Grants Plan


Under the Stock Grants Plan, shares will be transferred to Beneficiaries according to the lots and periods provided for in the
respective Agreement, as long as the conditions set forth in the Plan, Program and Agreement are fulfilled.

Options Plan
Given the cancellation of the options granted to the Executive Officers under the Options Plan (see introductory note and item
13.16 below), only to the option granted made to our directors for 2013 will be settled.
Directors who wish to exercise the options granted are required to give us written notice of exercise by filling out an Exercise
Notice form. This notice must state the number of shares that the director intends to exercise. The Exercise Notice will only be
valid and effective if given within the exercise period provided for in the Plan, considering the time needed to plan and make
shares available for exercise. The directors that exercise their options are then required to pay the exercise price in the manner
set out under the Options Plan.

l.

Share transfer restrictions

Stock Grants Plan


Under our Stock Grants Plan, the directors or the committee, as the case may be, may: (i) establish a lock-up period during which
a beneficiary would not be permitted to sell, transfer or otherwise dispose of shares received under our Stock Grants Plan, as well
as any bonus shares attributable to such shares, or shares resulting from stock splits, or shares acquired through exercise of
subscription rights attributable to the grant shares, or acquired in any way other than through disbursement of the beneficiarys
own funds, or securities that may entitle the holder to subscribe or purchase shares, as long as such shares or securities are held
by the Beneficiary as a result of the ownership of shares underlying the Stock Grants Plan; and (ii) at their discretion, waive the
lock-up period referred to in (i) above.
Unless our Board of Directors or the Committee decides otherwise, if a Beneficiary disposes of grant shares before the end of the
lock-up period mentioned above, he will not be entitled to receive the outstanding shares to which he would be entitled under
the relevant Program and Agreement, with no right to indemnity.
Additionally, the Beneficiary is also required to abstain from establishing liens or otherwise encumbering shares under lock-up
restriction, so as not to hamper the enforceability of the rules governing the Stock Grants Plan.
The Company will register the transfer of shares under the Stock Grants Plan upon the actual transfer of shares, at which time
the lock-up period provided for in the Program will begin, as applicable.

Options Plan
Given the cancellation of the options granted to Executive Officers under the Options Plan (see introductory note and item 13.16
below), we are abstaining from discussing transfer restrictions arising from the exercise of options.
The Options Plan, which establishes the conditions for granting options to Directors, does not include restrictions on the transfer
of shares arising from the exercise of options by Board members.

m.

Criteria and events triggering a suspension, modification or termination of the plan

The Stock Grants Plan may be discontinued at any time by the Board of Directors, in which case any existing lock-up restriction
would continue in place, with no changes to the rights and obligations related to each grant.
According to the Stock Grants Plan, in the event of our dissolution, transformation, incorporation, merger, spinoff or
reorganization from which we do not emerge as the surviving company, or, if we do, we emerge as a delisted issuer, the
shares granted by the Company, at the discretion of our Board of Directors, may either be transferr ed to the surviving company
or will vest earlier than foreseen in order to allow their transfer. Any shares not transferred during the transfer window would
thereafter forfeit with no right to indemnity.

n.

plan

Effects of termination on rights attributable to departing executive officers under the share-based compensation

Given the cancellation of options granted to the Board of Executive Officers under the Options Plan (see introductory note and
item 13.16 below), the discussion below addresses just the conditions of the Stock Grants Plan, except with respect to the
beneficiaries who are members of the Board of Directors.

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Reference Form 2016 BM&FBOVESPA S.A. - Bolsa de Valores, Mercadorias e Futuros (BVMF3)

Under the plan, where a Beneficiary officer is removed from office for a breach of obligations or fiduciary duties, or a Beneficiary
employee is terminated for cause, as defined under Brazilian civil and labor laws, as the case may be, then any vesting stock
grants will forfeit with no right to indemnity.
Unless otherwise determined by our Board or Directors or Committee, or, as the case may be, the Chief Executive Officer, acting
on board-delegated authority, if our Companys relationship with a beneficiary were to end due to ordinary removal from office,
or termination without cause, or voluntary resignation from office or employment, not provided for in the above paragraph, then:
(i) for vested stock grants, the beneficiary would take prompt delivery of the shares under the Program or Agreement; and (ii)
any vesting stock grants would forfeit with no right to indemnity.
The Board of Directors or the Committee, or, as the case may be, the Chief Executive Officer, acting on board-delegated authority,
has discretion to maintain or advance, in whole or in part, the transfer of shares granted to a particular Beneficiary whose
employment agreement with the Company was terminated according to the conditions set forth in the paragraph above.
If a Beneficiary were to die or become permanently disabled, thus being unable to perform his duties in the Company as manager
or employee, he would be entitled to receive the shares granted, as well as his heirs or successors, as the case may be. The shares
granted would be transferred regardless of the terms provided for in the Agreement. And, in the event of the beneficiarys death,
for purposes of delivery, the shares will be apportioned among heirs and successors according to testamentary disposition, as
established in estate proceedings or pursuant to a court order.
Retiring beneficiaries are treated similarly, provided, however, any Beneficiary taking delivery would be required to commit to a
12-month non-compete covenant preventing him from providing services (as employee or otherwise) to our direct or indirect
competitors in the markets where we may be operating at the time.
Additionally, if a director were to be removed from office due to breach of obligations or fiduciary duties, according to the civil
law, or for any of the reasons which otherwise would justify termination for cause under the labor laws, any vesting or outstanding
options or stock grants would forfeit forthwith with no right to indemnity. If a director were to resign his or her office, any options
granted over the course of the resignation year, and stocks granted over the course of the resignation year, will forfeit with no
right to indemnity.

13.5
Share-based compensation (of directors and executive officers) recognized in the income statement for
the years ended December 31, 2013, 2014 and 2015, and share-based payments forecast for the current year.
The tables below set forth information on share-based compensation paid to the Board of Executive Officers: (i) as recognized in
the income statements for the years ended December 31, 2015, December 31, 2014 and December 31, 2013, based on the
number of members (by body of holders) to whom share-based compensation was actually allocated; and (ii) as projected for
the current year,
As described in the introductory note to this item 13, and according to the Notice to the Market issued on February 4, 2015, the
Company decided to offer to the beneficiaries of grants carried out under the Options Plan the following choices: (i) remaining as
holders of their options, or (ii) cancelling the balance of their options and receiving an amount in cash with respect to those
options which had already vested (vested options), and shares issued by the Company to be transferred to the beneficiaries in
future dates, with respect to those options which had not yet vested (unvested options).
The shares received upon the cancellation of unvested Options are linked to the Stock Grants Plan. The directives and conditions
that caused the cancellation of options, as well as the payment in cash or in shares, were approved by the Board of Directors of
the Company during the meeting held on December 24, 2014, while all acts required for its implementation were validated by the
Compensation Committee of the Board of Directors in the meeting held on February 4, 2015.
The unvested options cancelled resulted in the grant of a number of shares issued by the Company calculated based on the Fair
Value of unvested Options as of January 5, 2015, and on the closing price of the shares on the same date (R$9.22).
Only the options granted to the directors regarding the year 2013 are still in force.
We should note there have been no option or stock grants made to members of our Board of Directors prior to 2013.

Year ended December 31, 2015 Stock Options Program


a.

Body

Board of Directors

b.

Total number of members

11

c.

Number of members earning compensation

10

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Reference Form 2016 BM&FBOVESPA S.A. - Bolsa de Valores, Mercadorias e Futuros (BVMF3)

d.

Related to each options grant: (Program)

BVMF CA - 2013

I.

Grant date

Jan. 2, 2014

II.

Number of options granted:

III.

Vesting date (date/number)

IV.

Expiration date

April 30, 2022

V.

Lock-up period

n/a

VI.

Weighted average exercise price per option group set forth below:

330,000
April 2017

89,100

- outstanding at start of year

10.92

- lost over the year

10.92

- exercised over the year

10.92

- expired over the year

10.92

e.

Fair value at grant date

f.

Potential dilution if all options are exercised in full

2.98
0.018%

Year ended December 31, 2015 Stock Grants Programs


a.
b.

Body

Board of Executive Officers

Board of Directors

Total number of members

11

c.

Number of members earning


compensation

9.67

d.

Related to each stock grants:


(Program)

BVMF
CONVERSO

BVMF AD
CONVERSO

BVMF
2014

BVMF AD
2014

BVMF CA
2014

I.

Grant date:

Jan. 5, 2015

Jan. 5, 2015

Jan. 2, 2015

Jan. 2, 2015

Jan. 2, 2014

II.

Number of shares granted

1,981,603

1,577,963

1,349,476

507,269

172,692

Jan-16

732,760

78,546

337,369

169,090

Jan-17

293,231

Apr-17

74,014

III.

Lock-up period (date/number):

IV.

Maximum term for

Jan. 5, 2018

Jan. 7, 2019

Jan. 4, 2019

Jan. 4, 2018

May 2, 2017

V.

Lock-up period

n/a

n/a

n/a

n/a

n/a

VI.

Weighted average price for each of the following share groups:


- outstanding at start of year

9.22

9.22

9.50

9.50

9.50

- lost over the year

9.22

9.22

9.50

9.50

9.50

- exercised over the year

9.22

9.22

9.50

9.50

9.50

- expired over the year

9.22

9.22

9.50

9.50

9.50

e.

Fair value as of grant date

9.22

9.22

9.50

9.50

9.50

f.

Potential dilution if all options are


exercised in full

0.11%

0.09%

0.07%

0.03%

0.010%

126

Reference Form 2016 BM&FBOVESPA S.A. - Bolsa de Valores, Mercadorias e Futuros (BVMF3)

The tables below present information on share-based compensation under the Options Plan.
Year ended December 31, 2014 Stock Options Plan
Body

Board of Executive Officers

Board of
Directors

b.

Total number of
members

11

c.

Members earning
compensation

10

d.

Related to each
stock options grant:
(Program)

a.

BVMF
2011

BVMF AD
2011

BVMF
2012

BVMF AD
2012

BVMF
2013

BVMF AD
2013

BVMF CA
2013

I.

Grant date

Jan. 2, 2012

Jan. 2, 2012

Jan. 2, 2013

Jan. 2, 2013

Jan. 2, 2014

Jan. 2, 2014

Jan. 2, 2014

II.

Number of stock options


granted:

3,250,000

1,337,170

3,300,000

1,001,185

3,500,000

1,477,340

330,000

Jan/15

233,333

204,691

750,000

875,000

Jan/16

175,000

166,864

Jan/17

122,814

246,224

Apr/17

89,100

III. Vesting date (date/number):

IV.

Expiration date

Jan. 2, 2020

Jan. 2, 2019

Jan. 2, 2021

Jan. 2, 2020

Jan. 2, 2022

Jan. 2, 2021

Apr. 30, 2022

V.

Lock-up period

n/a

n/a

n/a

n/a

n/a

n/a

n/a

VI.

Weighted average exercise price per option group set forth below:

- outstanding at start of year

10.07

5.04

10.78

6.74

8.73

5.46

10.92

- lost over the year

10.07

5.04

10.78

6.74

8.73

5.46

10.92

- exercised over the year

10.07

5.04

10.78

6.74

8.73

5.46

10.92

- expired over the year

10.07

5.04

10.78

6.74

8.73

5.46

10.92

e.

Fair value at grant date

2.79

4.19

5.55

6.98

3.43

4.33

2.98

f.

Potential dilution if all


options are exercised in
full

0.16%

0.07%

0.17%

0.07%

0.18%

0.08%

0.02%

127

Reference Form 2016 BM&FBOVESPA S.A. - Bolsa de Valores, Mercadorias e Futuros (BVMF3)

Year ended December 31, 2013 Stock Options Plan


a.
b.

c.
d.

Body

Board of Executive Officers

Total number of
members

Members earning
compensation

Related to each stock


options grant:
(Program)

BVMF
2010

BVMF
2011

BVMF AD
2011

BVMF
2012

BVMF AD
2012

I.

Grant date

Jan. 3, 2011

Jan. 2, 2012

Jan. 2, 2012

Jan. 2, 2013

Jan. 2, 2013

II.

Number of options granted:

3,420,000

3,250,000

1,337,170

3,300,000

1,001,185

III.

Vesting date (date/number):

Jan/14

285,000

406,250

825,000

Jan/15

270,833

222,862

Jan/16

203,125

166,864

Jan/17

133,717

IV.

Expiration date

Jan. 3, 2018

Jan. 2, 2020

Jan. 2, 2019

Jan. 2, 2021

Jan. 2, 2020

V.

Lock-up period

n/a

n/a

n/a

n/a

n/a

VI.

Weighted average exercise price per option group set forth below:

- outstanding at start of year

12.91

10.07

5.04

10.78

6.74

- lost over the year

12.91

10.07

5.04

10.78

6.74

- exercised over the year

12.91

10.07

5.04

10.78

6.74

- expired over the year

12.91

10.07

5.04

10.78

6.74

e.

Fair value at grant date

4.5

2.79

4.19

5.55

6.98

f.

Potential dilution if all


options are exercised in full

0.17%

0.16%

0.07%

0.17%

0.07%

Note: (1) The figures above do not consider the annual average of directors, but the number of members whose share-based compensation was
recognized to the Company's income statement for the year in question.

128

Reference Form 2016 BM&FBOVESPA S.A. - Bolsa de Valores, Mercadorias e Futuros (BVMF3)

Current Year - 2016 Estimate - Stock Options Program


a.

Body

Board of Directors

b.

Total number of members

11

c.

Number of members earning compensation

d.

Related to each stock options grant: (Program)

10
BVMF CA - 2013

I.

Grant date

II.

Number of options granted:

Jan. 2, 2014

III.

Vesting date (date/number):

IV.

Expiration date

Apr. 30, 2022

V.

Lock-up period

n/a

VI.

Weighted average exercise price per option group set forth below:

330,000
April 2017

89,100

- outstanding at start of year

10.92

- lost over the year

10.92

- exercised over the year

10.92

- expired over the year

10.92

e.

Fair value at grant date

f.

Potential dilution if all options are exercised in full

2.98
0.016%

Current Year - 2016 Estimate - Stock Grants Program


a.

Body

Board of Executive Officers

Board of Directors

11

10

b.

I.

Total number of
members
c.
Members earning
compensation
d. Related to each stock
grants (Program)
Grant date

BVMF
CONV.
Jan. 5, 2015

BVMF AD
CONV.
Jan. 5, 2015

BVMF
2014
Jan. 2, 2015

BVMF AD
2014
Jan. 2, 2015

BVMF
2015
Jan. 8, 2016

BVMF AD
2015
Jan. 8, 2016

BVMF CA
2014
Jan. 2, 2014

BVMF CA
2015
Jan. 8, 2016

II.

Number of shares granted

1,981,603

1,577,963

1,349,476

507,269

1,255,701

396,413

172,692

172,700

III.

Lock-up period (date/number):


Jan-17

668,795

130,056

337,369

169,090

313,929

132,138

Apr-17

74,014

Jan-18

117,819

Apr-19

51,810

IV.

Expiration date

Jan. 5, 2017

Jan. 5, 2017

Jan. 4, 2019

Jan. 04, 2018

Jan. 4, 2020

Jan. 4, 2019

May 2, 2017

May 2, 2019

V.

Lock-up holding period

n/a

n/a

n/a

n/a

n/a

n/a

n/a

n/a

VI.

Weighted average price for each of the following stock groups:

- outstanding at start of year

9.22

9.22

9.50

9.50

10.52

10.52

9.50

10.52

- lost over the year

9.22

9.22

9.5

9.5

10.52

10.52

9.5

10.52

- exercised over the year

9.22

9.22

9.5

9.5

10.52

10.52

9.5

10.52

- expired over the year

9.22

9.22

9.5

9.5

10.52

10.52

9.5

10.52

e.

Fair value as of grant date

9.22

9.22

9.5

9.5

10.52

10.52

9.5

10.52

f.

Potential dilution if all


options are exercised in
full

0.07%

0.08%

0.06%

0.02%

0.07%

0.02%

0.010%

0.010%

129

Reference Form 2016 BM&FBOVESPA S.A. - Bolsa de Valores, Mercadorias e Futuros (BVMF3)

13.6

Outstanding stock options held by directors and executive officers at the year-end

As described in the introductory note to this item 13, and according to the Notice to the Market issued on February 4, 2015, the
Company decided to offer to the beneficiaries of grants carried out under the Options Plan the following choices: (i) remaining as
holders of their options, or (ii) cancelling the balance of their options and receiving an amount in cash with respect to those
options which had already vested (vested options), and shares issued by the Company to be transferred to the beneficiaries in
future dates, with respect to those options which had not yet vested (unvested options).
The shares received upon the cancellation of unvested Options are linked to the Stock Grants Plan.
The directives and conditions that caused the cancellation of options, as well as the payment in cash or in shares, were approved
by the Board of Directors of the Company during the meeting held on December 24, 2014, while all acts required for its
implementation were validated by the Compensation Committee of the Board of Directors in the meeting held on February 4,
2015.
The unvested options cancelled resulted in the grant of a number of shares issued by the Company calculated based on the Fair
Value of unvested Options as of January 5, 2015, and on the closing price of the shares on the same date (R$9.22).
Only the options granted to the directors for the year 2013 are still in force. Thus, the table below includes information about the
options outstanding granted to directors at the end of the year ended December 31, 2015, taking into account the number of
members per body.
Again, we should note that, pursuant to a decision of our board of directors, long-term incentives attributable to executives in
any particular year materialize in the form of grants at the start of the next year. Thus, stock grants regarding the year 2015
were granted only in January 2016, with effects on our results for 2015.

Body

Board of Directors

Number of members

11

Number of members earning compensation

10

Program

BVMF CA - 2013

Number of unvested options

297,000

Unvested options

Vesting date (date/quantity)


Apr. 2017

297,000

Expiration date

Apr. 30, 2019

Lock-up period

n/a

Weighted average exercise price

10.92

Fair Value of Options at year-end:

2.98

Outstanding options
Number of outstanding options

Expiration date

n/a

Lock-up period

n/a

Weighted average exercise price

n/a

Fair Value of Options at year-end:

n/a

Aggregate Fair Value of Options at year-end

2.98

13.7
Exercised options and shares delivered to directors and executive officers as share-based compensation
for the years ended December 31, 2013, December 31, 2014, and December 31, 2015.
The tables below set forth information on options exercised by, and shares delivered to executive officers by way of long-term
incentive in the years ended December 31, 2015, December 31, 2014, and December 31, 2013, taking into account the number
of members per body that actually exercised options and received shares.
As described in the introductory note to this item 13, and according to the Notice to the Market issued on February 4, 2015, the
Company decided to offer to the beneficiaries of grants carried out under the Options Plan the following choices: (i) remaining as
holders of their options, or (ii) cancelling the balance of their options and receiving an amount in cash with respect to those
130

Reference Form 2016 BM&FBOVESPA S.A. - Bolsa de Valores, Mercadorias e Futuros (BVMF3)

options which had already vested (vested options), and shares issued by the Company to be transferred to the beneficiaries in
future dates, with respect to those options which had not yet vested (unvested options).
The shares received upon the cancellation of unvested Options are linked to the Stock Grants Plan.
The directives and conditions that caused the cancellation of options, as well as the payment in cash or in shares, were approved
by the Board of Directors of the Company during the meeting held on December 24, 2014, while all acts required for its
implementation were validated by the Compensation Committee of the Board of Directors in the meeting held on February 4,
2015.
The table below represents the portion of vested Options that were paid in cash, having as reference the fair value (Fair Value)
as of January 5, 2015, as provided for in CPC Pronouncement 10 (R1) approved by CVM Resolution No. 650/10. For a review to
provide limited assurance as to the determination of fair value for each of the cancellation processes we have engaged a specialist
independent valuation firm.
The unvested Options cancelled resulted in the grant of a number of shares issued by the Company calculated based on the Fair
Value of the unvested Options as of January 5, 2015, and on the closing price of the shares on the same date (R$9.22).
Year ended December 31, 2015
Board of Directors

Board of Executive Officers

Total

n/a
n/a

5
5

5
5

Weighted average exercise price

n/a
n/a

0
n/a

0
n/a

Total difference between exercise price and market


price of shares for which options were exercised

n/a

R$18,626,502.80

R$18,626,502.80

n/a
n/a

0
0

0
0

n/a

Total number of members


Number of members earning compensation
Number of shares

Shares delivered
Number of shares

Weighted average acquisition price


Aggregate difference between acquisition price and
market price of shares purchased

The tables below present information on share-based compensation under the Options Plan.
Year ended December 31, 2014
Board of Directors

Board of Executive Officers

Total

Total number of members

n/a

Number of members earning compensation

n/a

5
5

n/a
n/a

845,000
R$10.34

845,000
R$10.34

n/a

R$2,046,950.00

R$2,046,950.00

n/a
n/a

0
0

0
0

n/a

Board of Directors

Board of Executive Officers

Total

n/a

n/a

n/a
n/a

1,607,500
R$8.85

1,607,500
R$8.85

n/a

R$2,668,875.00

R$2,668,875.00

n/a
n/a

0
0

0
0

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

Shares delivered
Number of shares
Weighted average acquisition price
Aggregate difference between acquisition price and
market price of shares purchased

Year ended December 31, 2013


Total number of members
Number of members earning compensation
Options exercised
Number of shares
Weighted average exercise price
Total difference between exercise price and market price of
shares for which options were exercised

Shares delivered
Number of shares
Weighted average acquisition price

131

Reference Form 2016 BM&FBOVESPA S.A. - Bolsa de Valores, Mercadorias e Futuros (BVMF3)
Year ended December 31, 2013
Aggregate difference between acquisition price and
market price of shares purchased

Board of Directors

Board of Executive Officers

Total

n/a

13.8
Summary description of the information required to understand data disclosed under subsections 13.5 to
13.7 above, and explanation on the pricing method to calculate the value of shares and options

a.

pricing model

Stock Grants Plan


Under our stock grants plan, fair value is the price of our shares at the close of business as of the grant date.

Options Plan
The options we grant under our plan combine European-style features (in that typically early exercise is not allowed) until the
vesting date, and American-style features (possibility of early exercise), between the vesting date and the expiration date. Options
that combine these features are more commonly known as Bermudan or Mid-Atlantic options, and, by construction, the exercise
price must be set within the price range provided by the prices for both European-style and American-style options with similar
features. As for dividend payments, two effects on the option pricing are taken into account: (i) a fall in share price at ex-dividend
dates; and (ii) the influence of dividend payments on an early-exercise decision.
Taking the above factors into account, in determining the fair price of these stock options, we use the binomial -tree model.
This pricing model produces results equivalent to those of the Black-Scholes model for simple European-style options with the
advantage of capturing the effects of early exercise and dividend payments associated with the options concerned.
The main assumptions we use in pricing these options are as follows:
a)
b)
c)

Option pricing takes into account the market parameters at each grant date under the relevant Options Program;
The estimate for risk-free interest rates is based on rates provided by interest-rate futures contracts whose maturity
correlate with each option duration; and
The expiration date determines the option life under each Options Program.

Other classic assumptions associated with option pricing models are also taken into account and include the absence of arbitrage
opportunities and constant volatility over time.
Taking the above factors into account, in determining the fair price of options granted, we used the Hull binomial-tree model.
This pricing model produces results equivalent to those of the Black-Scholes model for simple European-style options with the
advantage of capturing the effects of early exercise and dividend payments associated with the options concerned.

b. data and assumptions used by the pricing model, including weighted average share price, exercise price, expected
volatility, option life, expected dividends and risk-free interest rate

Stock Grants Plan


Under our stock grants plan, fair value is the price of our shares at the close of business as of the grant date.

OPTIONS PLAN (OPTION GRANTS UP TO AND INCLUDING 2013)


The main assumptions we use in pricing these options are as follows:

Option pricing takes into account the market parameters at each grant date under the relevant Options Program;
The estimate for risk-free interest rates is based on rates provided by interest-rate futures contracts whose maturity
correlate with each option duration;
Share prices are adjusted to account for the effects of dividend payments;
Expected volatility for pricing is determined as explained in (d) below; and
The expiration date determines the deadline for exercising the options granted.

Other classic assumptions associated with option pricing models are also taken into account and include the absence of arbitrage
opportunities and constant volatility over time.

132

Reference Form 2016 BM&FBOVESPA S.A. - Bolsa de Valores, Mercadorias e Futuros (BVMF3)

The table below summarizes the main assumptions:


Data & Assumptions
Grant Date
Share Price (in R$)
Exercise Price (in R$)
Expected Volatility (year)
Option life (last vesting date)
Expected Dividends (Payouts)
Risk-free interest rate (p.a., 252 trading dates)

2013 Program
Jan. 2, 2014
R$10.92
R$8.73
35.62%
Jan. 2, 2022
80.00%
10.57%

Data & Assumptions


Grant Date
Share Price (R$)
Exercise Price (in R$)
Expected Volatility (year)
Option life (last vesting date)
Expected Dividends (Payouts)
Risk-free interest rate (p.a., 252 trading dates)

2013 Additional
Program
Jan. 2, 2014
R$10.92
R$5.46
35.62%
Jan. 2, 2021
80.00%
10.57%

Data & Assumptions


Grant Date
Share Price (R$)
Exercise Price (in R$)
Expected Volatility (year)
Option life (last vesting date)
Expected Dividends (Payouts)
Risk-free interest rate (p.a., 252 trading dates)

2013 Options Grant


Board of Directors
Jan. 2, 2014
R$10.92
R$10.92
35.62%
Apr. 30, 2022
80.00%
10.57%

Data & Assumptions


Grant Date
Share Price (R$)
Exercise Price (in R$)
Expected Volatility (year)
Option life (last vesting date)
Expected Dividends (Payouts)
Risk-free interest rate (p.a., 252 trading dates)

2012 Program
Jan. 2, 2013
R$14.11
R$10.78
29.18%
Jan. 2, 2021
80.00%
9.21%

Data & Assumptions


Grant Date
Share Price (R$)
Exercise Price (in R$)
Expected Volatility (year)
Option life (last vesting date)
Expected Dividends (Payouts)
Risk-free interest rate (p.a., 252 trading dates)

2012 Additional
Program
Jan. 2, 2013
R$14.11
R$6.74
29.18%
Jan. 2, 2020
80.00%
9.21%

Data & Assumptions


Grant Date
Share Price (R$)
Exercise Price (in R$)
Expected Volatility (year)

2011 Program
Jan. 2, 2012
R$9.80
R$10.07
29.99%
Jan. 2, 2020

Option life (last vesting date)


Expected Dividends (Payouts)
Risk-free interest rate (p.a., 252 trading dates)

80.00%
11.07%
2011 Additional
Program
Jan. 2, 2012
R$9.80
R$5.04
29.99%

Data & Assumptions


Grant Date
Share Price (R$)
Exercise Price (in R$)
Expected Volatility (year)

Jan. 2, 2019

Option life (last vesting date)


Expected Dividends (Payouts)
Risk-free interest rate (p.a., 252 trading dates)
Data & Assumptions
Grant Date

80.00%
11.05%
2010 Program
Jan. 3, 2011

133

Reference Form 2016 BM&FBOVESPA S.A. - Bolsa de Valores, Mercadorias e Futuros (BVMF3)
Share Price (R$)
Exercise Price (in R$)
Expected Volatility (year)

R$13.40
R$12.91
25.00%
Jan. 3, 2018

Option life (last vesting date)


Expected Dividends (Payouts)
Risk-free interest rate (p.a., 252 trading dates)

c.

80%
11.78%

method and assumptions adopted in capturing the expected effects of early exercise

Stock Grants Plan


Not applicable for shares granted under the Stock Grants Plan, since there is no exercise under this Plan.

Options Plan (option grants up to and including 2013)


The options we grant under our plan combine European-style features (in that typically early exercise is not allowed) until the
vesting date, and American-style features (possibility of early exercise), between the vesting date and the expiration date. Options
that combine these features are more commonly known as Bermudan or Mid-Atlantic options, and, by construction, the exercise
price must be set within the price range provided by the prices for both European-style and American-style options with similar
features.
Taking the above factors into account, in determining the fair price of these stock options, we use the binomial-tree model. This
pricing model produces results equivalent to those of the Black-Scholes model for simple European-style options with the
advantage of capturing the effects of early exercise and dividend payments associated with the options concerned.

d.

method for determining expected volatility

Stock Grants Plan


Not applicable for shares granted under the Stock Grants Plan, since the fair value is the price of our shares at the close of
business as of the grant date.

Options Plan (stock option grants up to and including 2013)


In accounting for volatility to price stock options granted under our stock options plan, values were estimated using a statistic
methodology named Exponentially Weighted Moving Average (EWMA), which we extrapolated from the historical price series
for BVMF3 stocks. And, as is internationally accepted, we determined EWMA based on a 40-day window (business days) and a
0.94 weighting factor.

e.

other option features taken into account in measuring fair value

The discussion above covers and considers the principal features related to the options and stocks granted.
13.9
Number of shares and other convertible securities issued by the Company or its direct or indirect
controlling shareholders, or subsidiaries and companies under common control, which at the year-end were held
directly or indirectly, in Brazil or abroad, by directors, executive officers and fiscal council members (sorted by
body of holders)
2015
Holder
Board of Directors
Board of Executive Officers
Fiscal Council
TOTAL

Shares in the Company

(%)

112,203
3,658,674

0.006
0.202

3,770,877

0.208

134

Reference Form 2016 BM&FBOVESPA S.A. - Bolsa de Valores, Mercadorias e Futuros (BVMF3)

13.10

Existing pension plans for directors and statutory officers


Board of Directors

Total number of members


Number of members earning compensation
Pension scheme name
Number of executives eligible for retirement
Number of executives eligible for early retirement
Present value of contributions accrued in the pension plan at the
close of most recent full year, discounting direct contributions from
executives
Total cumulative value of contributions paid to pension plan over
most recent full year, discounting direct contributions from executives

n/a
n/a

Possibility/conditions of early redemption

13.11

Board of Executive
Officers

Total

n/a
n/a
n/a

5
5
Mercaprev
1
n/a
R$6,738,269.93

5
5
1
n/a
R$6,738,269.93

n/a

R$353,393.83

R$353,393.83

n/a

Yes. Employee portion


only

Average Compensation Paid to Directors, Executive Officers and Fiscal Council Members

We should note that, according to our policy for long-term incentive (Options Plan and Stock Grants Plan), and a decision of our
Board of Directors, stock option and stock grants under the relevant Programs for a particular year will always occur at the start
of the next year. Thus, grants to reward 2012 performance were granted on January 2, 2013, with effects on our results as from
the year 2013 until the completion of the program. Likewise, grants to reward 2013 performance were granted on January 2,
2014, with effects on our results as from 2014 until the completion of the program; stock grants to reward 2014 performance
were granted on January 2, 2015, with effects as from the year 2015 until the completion of the program; and stock granted to
reward 2015 were granted on January 8, 2016, with effects as from the year 2016 until the completion of the program.
In 2015, in the case of the Board of Executive Officers, all members performed their duties from January through December 2015
and, thus, all compensations were recognized in the income statement for the year ended December 31, 2015.
We stress that one member of the Board of Directors was not earning compensation in 2015, and, regarding the lowest individual
compensation item, we considered 5 members who earned compensation over the full 12-month period, taking into account the
process for election of the Board of Directors, carried out in April 2015. Regarding the information about the highest individual
compensation, all compensations were recognized in the income statement. However, the director earning the highest individual
compensation performed his duties in the Company during the 12-month period ended December 2015.
Year ended December 31, 2015
Board of Directors

Board of Executive
Officers

Fiscal Council*

10.75
9.75
2,646,662.16
582,546.66
793,567.22

5
5
10,945,496.25
5,364,689.27
6,752,932.49

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

Total number of members


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

* As discussed under item 13.1 above, while our fiscal council is not active at this time, we have an Audit Committee. In
order to calculate the amounts below, we considered the compensation paid to the four external committee members who
earned compensation over the full 12-month period of 2015. The highest compensation recognized for 2015 totaled
R$355,255.89, and the lowest, R$354,846.90. The average compensation recognized for the year 2015 was R$355,153.64.
In 2014, in the case of the Board of Executive Officers, all members performed their duties from January through December 2014
and, thus, all compensations were recognized in the income statement for the year ended December 31, 2014.
Regarding the Board of Directors, we should further notice that, in addition to the member that was not earning compensation in
2014, another member of this body did not earn compensation in this period. Regarding the information about the lowest individual
compensation, only nine members who earned compensation during the 12-month period were considered, taking into account
the retirement and replacement of one director at the end of the first half.

135

Reference Form 2016 BM&FBOVESPA S.A. - Bolsa de Valores, Mercadorias e Futuros (BVMF3)
Year ended December 31, 2014
Board of Directors

Board of Executive
Officers

Fiscal Council*

11
10
2,330,010.60
368,340.00
655,635.30

5
5
12,409,230.99
4,569,981.69
6,695,416.95

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

Total number of members


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

* As discussed under item 13.1 above, while our fiscal council is not active at this time, we have an Audit Committee. In order
to calculate the amounts below, we considered the compensation paid to the four external committee members who earned
compensation over the full 12-month period of 2014. The highest compensation recognized for 2014 totaled R$323,155.32, and
the lowest, R$321,036.44. The average compensation recognized for the year 2014 was R$322,625.60.
In the case of the Board of Executive Officers, due to the resignation of an Officer in May and admission of a new Officer in July,
the information on the lowest individual compensation includes all four members that performed duties throughout the 12-month
period. Regarding the highest individual compensation, we considered all compensations recognized to the income statement for
the year ended December 31, 2013, while the executive officer who earned the highest compensation performed his duties
throughout the full 12-month period, from January to December.
We stress that one member of the Board of Directors was not earning compensation in 2013, and, regarding the lowest individual
compensation item, we considered six members who earned compensation during 12 months, taking into account the process for
election of the Board of Directors, carried out in April 2013. Regarding the information about the highest individual compensation,
we considered all compensations recognized in the income statement. However, the director who earned the highest
compensation performed his duties in the Company during the 12-period ended December 2013.
Year ended December 31, 2013

Board of Directors

Board of Executive
Officers

Fiscal Council*

11
10
1,724,453.24
306,762.65
497,241.59

4.92
4.92
15,562,374.97
6,851,693.28
8,332,773.68

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

Total number of members


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

* As discussed under item 13.1 above, while our fiscal council is not active at this time, we have an Audit Committee. In order
to calculate the amounts below, we considered the compensation paid to the four external committee members who earned
compensation over the full 12-month period of 2013. The highest compensation recognized for 2013 totaled R$332,451.85, and
the lowest, R$294,249.23. The average compensation recognized for the year 2013 was R$306,957.74.
13.12 Agreements, insurance policies or other instruments used for structuring compensation or indemnification
mechanisms for managers in case of dismissal or retirement, and financial effects for the Company
The company does not adopt a specific policy contemplating retirement or termination compensation for managers in case of
dismissal or retirement, except in the latter case for benefits contemplated in our existing pension plan, as discussed in item 13.10
above. It is worth noting that the Directors & Officers (D&O) liability insurance policy taken out by us provides no coverage related
to dismissal; rather, it merely gives directors and officers financial protection and peace of mind to perform their daily duties. In
addition, this policy is seen as a competitive benefit that helps retain qualified professionals.
13.13 Percentage of total compensation, per body, recognized in the income statement, attributable to directors,
executive officers and fiscal council members that are related parties of the direct or indirect controlling
shareholders, as per the accounting standards governing this issue.
We have no controlling shareholders. For this reason, no compensation is recognized in the income statement regarding the
members of the Board of Directors and the Board of Executive Officers that are related parties of the direct or indirect controlling
shareholders.
13.14 Compensation paid to directors, executive officers and fiscal council members for reasons other than their
position in the company.
No amounts are recognized in the income statement as compensation for directors and executive officers on any account or for
any reason other than their serving in the position they hold in our Company.
13.15 Compensation paid to directors, executive officers and fiscal council members of the company, as
recognized in the income statements of controlling shareholders, jointly controlled companies or the companys
subsidiaries
136

Reference Form 2016 BM&FBOVESPA S.A. - Bolsa de Valores, Mercadorias e Futuros (BVMF3)

We have no controlling shareholders, thus, there are no business jointly controlled by the Company. No amount was recognized
in the income statement of our subsidiaries as compensation paid to directors and executive officers.
13.16

Other information the Company deems relevant

As per the Notice to the Market issued on February 4, 2015, the Company offered to the beneficiaries of grants carried out under
the Options Plan the following choices: (i) remaining as holders of their options, or (ii) cancelling the balance of their options and
receiving an amount in cash with respect to those options which had already vested (vested options), and shares issued by the
Company to be transferred to the beneficiaries in future dates, with respect to those options which had not yet vested (unvested
options).
The shares received upon the cancellation of unvested Options are linked to the Stock Grants Plan.
We believe that the resulting long-term incentives model is better suited to meet our objectives of aligning more efficiently the
interests of Beneficiaries with those of our Company and shareholders over a longer-term horizon, whereas fostering the retention
of key personnel.
Cancellation of options
Amounts paid in cash or in shares for cancellated options were calculated based on the Fair Value of the Options as of January
5, 2015, as provided for in CPC Pronouncement 10 (R1) approved by CVM Resolution No. 650/10. For a review to provide limited
assurance as to the determination of fair value for each of the cancellation processes, we have engaged a specialist independent
valuation firm.
The portion of vested Options that was cancelled resulted in cash payments equivalent to the Fair Value of the Options. On the
other hand, unvested Options cancelled resulted in the grant of a number of shares issued by the Company calculated based on
the Fair Value of the unvested Options as of January 5, 2015, and on the closing price of the shares on the same date (R$9.22).
List of Replacement of Options (Options Plan) with Cash (R$) (Vested Options) or Shares (unvested Options) (Stock
Grants Plan)

Program

# of outstanding
options (Dec/14)

Fair Value
(R$)

2008
2009
2010
2011
2012
2013
Additional 2011
Additional 2012
Additional 2013
Total

178,412
621,780
7,183,875
6,484,900
7,728,386
9,755,809
2,113,241
1,936,513
2,971,880
38,974,796

4.48
3.72
1.94
3.37
3.45
4.09
4.90
4.34
4.87

Vested Options replaced


Total Fair Value
(R$)

# of options

173,412
581,780
6,498,875
3,971,275
3,391,618
2,414,578
1,025,300
0
0
18,056,838

776,886
2,164,222
12,607,818
13,383,197
11,701,082
9,875,624
5,023,970
0
0
55,532,798

Unvested Options replaced


# of options

# of shares

2,257,375
4,228,018
7,243,731
1,025,280
1,919,785
2,971,880
19,646,069

825,138
1,582,170
3,213,606
544,906
903,694
1,569,771
8,639,285

The transfer period for shares granted to replace unvested Options cancelled are the same as the vesting period established for
the each Options Programs. These shares are transferred to Beneficiaries in January each year, it being worth noting that the
options granted to directors are still effective.

137

Reference Form 2016 BM&FBOVESPA S.A. - Bolsa de Valores, Mercadorias e Futuros (BVMF3)

14. HUMAN RESOURCES


14.1 Description of the human resources

a.

head count (total by group, based on the activity performed and by geographical localization)
Year ended December 31, 2015

Geographic location (State)

So Paulo

Rio de Janeiro
Mato Grosso

Activity
Chief Executive Officers
Managing Director
Associate Director
Managers
Technical Personnel
Operational Personnel
Interns
Operational Personnel
Technical Personnel
TOTAL

Head count
5
25
84
154
945
108
69
1
1
1.392

Total per geographic location

1.390

1
1

Year ended December 31, 2014


Geographic location (State)

So Paulo

Rio de Janeiro
Rio Grande do Sul
Mato Grosso

Activity
Chief Executive Officers
Managing Director
Associate Director
Managers
Technical Personnel
Operational Personnel
Interns
Operational Personnel
Technical Personnel
Technical Personnel
Operational Personnel
TOTAL

Head count
5
25
88
155
965
114
85
1
1
2
1
1.442

Total per geographic location

1.437

1
1
3

Year ended December 31, 2013


Geographic location (State)

So Paulo

Rio de Janeiro
Rio Grande do Sul
Mato Grosso

b.

Activity
Chief Executive Officers
Managing Director
Associate Director
Managers
Technical Personnel
Operational Personnel
Interns
Operational Personnel
Technical Personnel
Technical Personnel
Operational Personnel
TOTAL

Head count
5
29
94
171
999
127
89
1
1
2
1
1.519

Total per geographic location

1.514

1
1
3

outsourced head count (total by group, based on the activity performed and by geographical
localization)
Year ended December 31, 2015

Geographic location (State)

So Paulo

Activity
Maintenance
Cleaning
Technical personnel projects
Technical personnel - support
Security and reception

Outsourced head count (*)


38
75
243
165
101

138

Total per geographic location

678

Reference Form 2016 BM&FBOVESPA S.A. - Bolsa de Valores, Mercadorias e Futuros (BVMF3)
Temporary staff
Mailroom and dispatch
Others

5
18
33

Year ended December 31, 2014


Geographic location (State)

So Paulo

Geographic location (State)


So Paulo

Activity
Maintenance
Cleaning
Technical personnel projects
Technical personnel support
Security and reception
Temporary staff
Mailroom and dispatch
Others

Outsourced head count (*)


40
93
182
163
124
27
15
45

Year ended December 31, 2013


Activity
Outsourced head count (*)
Technical personnel projects
65

Total per geographic location

689

Total per geographic location


65

(*) Commencing 2014, the criterion for calculating the outsourced head count was changed to exclude only those service providers that support
the development of our key projects, while also including other projects and activities such as security, cleaning, maintenance and infrastructure
support, among others.

c.

turnover rate
Year

% Turnover

2015
2014
2013

11.71%
14.03%
14.66%

14.2 Material changes


There are no additional comments besides those described in section 14.1 above.
14.3 Description of the employee compensation policy

a.

salary and variable compensation policy

We strive to maintain competitive compensation for our employees in relation to the market, so as to retain talent that enables
us to achieve our strategic objectives in the short, medium and long term. As our business model seeks to foster, develop and
expand the market, which involves longer and more sustainable cycles, retaining staff is a crucial challenge and, to that end, our
compensation strategy must reflect mechanisms that encourage staff to remain with us in the medium and long term.
The fixed compensation of the Companys employees is adjusted on an annual basis, using the salary adjustment index on the
base date of the employee category collective bargaining agreement. Adjustments are granted for merit, promotion or
qualification, so as to recognize and reward our employees performance and professional advancement, and is always based on
periodic individual performance appraisals.
Variable compensation is paid semi-annually from our Profit Sharing Program (PLR), pursuant to Law 10.101, dated December
19, 2000. The program defines the potential multiples of monthly wages that vary depending on the Companys overall results,
the seniority of each position and individual performance appraisals.

b.

benefits policy

In our benefits package we provide medical and dental assistance, life insurance, meal and supermarket vouchers, a private
pension plan, daycare center allowances, check-ups for officers and transport vouchers. We also have a quality of life program to
promote initiatives in well-being, health, culture and leisure for our employees.

c.

characteristics of the share-based compensation plans for non-managerial employees

Of the group of non-managerial employees, only those classified at superintendent level are eligible for our Stock Grant program,
with allocations depending on the indicators of the Companys overall results, the level of the position and individual performance
139

Reference Form 2016 BM&FBOVESPA S.A. - Bolsa de Valores, Mercadorias e Futuros (BVMF3)

appraisals.
The characteristics of the share-based compensation plans for non-managerial employees classified at superintendent level are
identical to those of the stock-based compensation plans of the companys management, as described in section 13.4 of this
Reference Form.
14.4 Describe the Companys relations with trades unions, indicating whether there have been any stoppages
or strikes over the last three business years
The trade union representing the professional category of our employees is the Union of Employees of Independent Commercial
Agents and Advisory, Forensic, Information and Research Companies and of Accounting Services Companies in the State of So
Paulo.
Our Companys labor relations with its employees abide by the conditions set out in the collective bargaining agreement, covering
issues such as wage adjustments, benefits, working hours and meal and rest breaks, and are renegotiated once a year on the
predetermined base date.
We also enter into an annual collective bargaining agreement with the union to define the profit sharing program (PLR) governing
the participation of our employees.
There have been no stoppages or strikes over the last three business years.
14.5 - Description of relations between the Company and unions, indicating whether there were work stoppages
and strikes in the last 3 years
No further comments other than those described in item 14 above.

15. CONTROL AND ECONOMIC GROUP


15.1 / 15.2 Ownership structure
Legal Representative
Shareholder
name

Number of
common shares

% of
total

Last change

Nationalit
y

Name

CNPJ No.

Participates
in the
shareholder
s
agreement

Controlling
Shareholde
r

Funds
managed by
Oppenheimer
Funds, Inc.

133,741,768

7.37

10/08/2015

Foreign

J.P.
Morgan

33.851.205/000
1-30

no

no

Capital World
Investors

182,638,634

10.06

10/20/2016

Foreign

J.P.
Morgan
Citibank
DTVM

33.851.205/000
1-30
33.868.597/000
1-40

no

no

92,434,646

5.09

08/11/2015

Foreign

no

no

1,378,614,501

75.96

27,570,451

1.52

10/20/2016
10/20/2016

1,815,000,000

100

Funds
managed by
BlackRock, Inc.
Others
Treasury
shares
Total

15.3 Capital distribution


AGM of April 18, 2016
43,416
1,113
1,863
46,392
1,781,453,186
(98.15%)

Individual shareholders
Corporate shareholders
Institutional investors
Investor total
(Common) shares in free float

15.4

Shareholders

and

economic

140

group

organizational

chart

Reference Form 2016 BM&FBOVESPA S.A. - Bolsa de Valores, Mercadorias e Futuros (BVMF3)

The BM&FBOVESPA Institute (Instituto BM&FBOVESPA) was organized in 2007 as a civil society organization (CSO), for
the purpose of integrating and coordinating our social investment projects. BSM is a civil association established as a
self-regulatory and market surveillance organization, consistent with CVM Ruling 461/07. Both these companies are
unconsolidated in our financial statements, which is why they are not included in subsection 15.3 c above.
a.
or above 5%

direct and indirect controlling shareholders and/or shareholders holding equity interest equal to

The Company does not have a direct and/or indirect controlling shareholder or group of shareholders, or a shareholders
agreement that regulates the election of the members of the Board of Directors and/or the exercise of voting rights by the
Companys shareholders. Regarding shareholders with equity interest equal to or above 5%, see items 15.1/15.2
b.

subsidiaries and affiliates

BM&FBOVESPA Settlement Bank (Banco BM&FBOVESPA de Servios de Liquidao e Custdia S.A.)


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

BM&F (USA) Inc.


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

BM&FBOVESPA (UK) Ltd.


BM&FBOVESPA (UK) Ltd. is a wholly-owned subsidiary, which operates as our representative abroad, establishing professional
relationships with other exchanges and market regulators, as well as prospecting customers for our markets within local regulatory
constraints.

Rio de Janeiro Stock Exchange, or BVRJ (Bolsa de Valores do Rio de Janeiro)


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

141

Reference Form 2016 BM&FBOVESPA S.A. - Bolsa de Valores, Mercadorias e Futuros (BVMF3)

BM&FBOVESPA Market Surveillance (BM&FBOVESPA Superviso de Mercados)


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

BM&FBOVESPA Institute (Instituto BM&FBOVESPA)


BM&FBOVESPA participates in societys efforts to promote the sustainable development by means of the Institute, which was
developed to integrate and coordinate BM&FBOVESPAs social investment projects. The Institute, a not-for-profit entity, is not
consolidated in our financial statements. For additional information on the Institute, see section 7 of this Form.

BM&FBOVESPA BRV LLC


A wholly-owned subsidiary incorporated in 2015 as a result of the strategic partnership between the BM&FBOVESPA and the CME
Group Inc., with the purpose of ensuring the full exercise of the rights contractually agreed upon between the parties.
BM&FBOVESPA BRV LLC is co-holder, together with the BM&FBOVESPA, of all intellectual property rights in connection with the
equities module of the PUMA Trading System platform and any other modules jointly developed by the parties, the ownership of
which may be attributed to the BM&FBOVESPA.
c.

equity holdings in companies belonging to the economic group

Group Companies

Equity holding (%)

Banco BM&FBOVESPA de Servios de Liquidao e Custdia S.A.


Bolsa de Valores do Rio de Janeiro
BM&F (USA) Inc.
BM&FBOVESPA (UK) Ltd.
BM&FBOVESPA BRV LLC

d.

100.00%
86.95%
100.00%
100.00%
100.00%

interest held in our shares by companies belonging to the economic group.

None of our subsidiaries and affiliates holds shares issued by us.


e.

Companies under common control.

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


15.5 - Shareholders agreement filed at the Issuers head office or to which the controlling shareholder is a party
We have no shareholders agreement registered in our head office.
15.6 Material changes in interest held by members of the controlling group and managers of the Issuer
The Company does not have a direct and/or indirect controlling shareholder or group of shareholders, or a shareholders
agreement that regulates the election of the members of the Board of Directors and/or the exercise of voting rights by the
Companys shareholders.
Managements interest (Board of Directors and Executive Board) increased from 3,109,445 common shares (0.157% of total) on
December 31, 2013, to 3,404,913 common shares (0.179% of total) on December 31, 2014, and 3,770,877 common shares
(0.208% of total) on December 31, 2015.
15.7 - Principal corporate events with relevant effect on the issuer, as of mergers, stock acquisitions, disposals
and corporate takeovers, acquisitions and disposals of important assets, indicating when involving the Company,
subsidiaries or affiliates
As discussed in items 6.1 and 6.3 above, in its present configuration BM&FBOVESPA is the result of an integration and corporate
restructuring process that combined the businesses of BM&F and Bovespa Holding. Set forth below is a summary of the principal
shareholder approved merger transactions related to us and our subsidiaries:
At extraordinary general meetings held on May 8, 2008, the shareholders of BM&F and Nova Bolsa S.A., approved a merger
of the assets and liabilities of BM&F into Nova Bolsa S.A.;
142

Reference Form 2016 BM&FBOVESPA S.A. - Bolsa de Valores, Mercadorias e Futuros (BVMF3)

At that same May 8 extraordinary meeting, the shareholders of Nova Bolsa S.A. also approved the absorption through
merger of all shares of Bovespa Holding then issued and outstanding, and changed the companys name to BM&FBOVESPA
S.A. Bolsa de Valores, Mercadorias e Futuros.

It should be noted that the share merger per se did not terminate Bovespa Holding, which remained a going concern and our
wholly-owned subsidiary until November 2008. Bovespa Holding (which changed its name to Bolsa de Valores de So Paulo
S.A. (or BVSP) and CBLC underwent the following phases of corporate restructuring:

At extraordinary general meetings held on November 28, 2008, the shareholders of each of BVSP and CBLC approved a
plan of merger with and into BM&FBOVESPA;

At an extraordinary general meeting held on November 28, 2008, the shareholders of BM&FBOVESPA approved a plan of
merger whereby BM&FBOVESPA absorbed through merger the assets and liabilities of each of BVSP and CBLC. The merger
implementation terminated the two merged companies.

Ultimately, as a result of these corporate transactions, the companies Bolsa de Mercadorias & Futuros - BM&F S.A (Brazilian
Mercantile & Futures Exchange), Bovespa Holding S.A., Bolsa de Valores de So Paulo S.A. BVSP (the Sao Paulo Stock Exchange)
and Companhia Brasileira de Liquidao e Custdia (or CBLC, the Brazilian Clearing and Depository Corporation) ceased to exist
after having merged with and into BM&FBOVESPA.
We decided to discontinue our investment in the Brazilian Mercantile Exchange (BBM), waiving our rights to the memberships
issued by it in exchange for the discharge of our obligations as an associate, in addition to the complete exemption from any
liability for current and future liabilities and assets of BBM, except in cases of intent or gross fault duly declared in an unappealable
judgment. The special meeting of the shareholders of the Brazilian Mercantile Exchange was notified of this decision on December
16, 2014. For further information, go to note 24 Discontinued operations, of the standardized financial statements of December
31, 2014.
Moreover, at the combined annual and extraordinary shareholders meeting of BM&FBOVESPA held on April 20, 2010, the
shareholders approved our acquisition of additional shares of the CME Group agreed in connection with our global preferred
strategic partnership. As a result, we increased to 5% our total ownership interest in CME shares. The cross-holdings structure
discussed in subsection 6.3 above (under the heading BM&F Segment history) has been maintained.

In September 2015, the Company disposed of 20% of its shares in the CME Group, maintaining an equity interest of 4% in the
US exchange, and thus reducing the exposure to risks affecting its balance sheet. This aspect, as well as other qualitative and
quantitative aspects, prompted discontinuation of the equity method to measure investment in the CME Group. In a subsequent
transaction, announced in a Material Fact dated April 7, 2016, the Company disposed of its total equity, or 4%, of the total shares
issued by the CME Group. The purpose of this transaction was to raise funds to meet the needs of the Company in the context
of the proposed business combination with CETIP S.A. Mercados Organizados (see item 15.8 for further information).
15.8 Other material information
On April 8, 2016, the BM&FBOVESPA announced the conclusion of negotiations for the business combination with Cetip S.A
Mercados Organizados (Cetip) (transaction) through a corporate restructuring whereby Cetips shareholders will hold
approximately 11.8%6 of BM&FBOVESPAs capital stock.
The merits of the transaction spans across the regulators, clients and shareholders through the creation of a world-class market
infrastructure company with major systemic importance and well-prepared to compete on a global market that is increasingly
sophisticated and challenging, thus enhancing the safety, soundness and efficiency of the Brazilian market. This combination of
talents and strengths will be a milestone in Brazils financial and capital markets.
It is worth stressing that this transaction was approved by the respective Shareholders meetings of BM&FBOVESPA and Cetip,
which were held on May 20, 2016. The completion of the transaction is contingent on approval by the following government
authorities: CVM (Brazilian Securities Commission), the Central Bank of Brazil and Cade (Brazilian Antitrust Authority).
For further information and details about the proposal, see the Material Facts disclosed on April 8 and April 15, 2016, and the Call
Notice for the Shareholders Meeting.

6 This estimate considers that, on the date of the Transaction, CETIP will have 264,883,610 shares (taking into account a total of 262,978,823 shares, except for

3,513,011 Treasury shares, including 5,417,798 shares originated from the early vesting of stock options plans), while BM&FBOVESPA will have 1,782,094,906 shares
(taking into account a total of 1,815,000,000 shares, except for 32,905,094 Treasury shares). The interest of CETIPs current shareholders in BM&FBOVESPAs capital
stock will depend on the number of outstanding shares of the two Companies on the date of Settlement.

143

Reference Form 2016 BM&FBOVESPA S.A. - Bolsa de Valores, Mercadorias e Futuros (BVMF3)

16. RELATED PARTY TRANSACTIONS


16.1 - Rules, policies and practices regarding related party transactions.
Our policy on related party transactions and other circumstances involving conflicts of interest (Policy on Related Parties) was
approved by our Board of Directors on February 13, 2014. This policy sets rules aimed to ensure that the decisions involving
related parties, and other circumstances potentially involving conflicts of interest, are taken on the basis only of the best interests
of BM&FBOVESPA. Our policy applies to all our directors, officers and employees, and those of our subsidiaries, being available
for consultation on our Investor Relations website.
Under our Policy, a related party is defined as any natural or legal person with whom the Company could potentially engage in
contractual arrangements other than on an arms length basis, as would be the case if the Company had been negotiating with
any unrelated third party.
Additionally, under CPC Technical Pronouncement No. 5, issued by the Brazilian Accounting Standards Board (Comit de
Pronunciamentos Contbeis), or CPC, and endorsed by the CVM pursuant to CVM Resolution 560/08, an entity may have ties with
the Company where, among other things:
(a)

(b)
(c)
(d)

said entity is a controlling shareholder or a subsidiary or company under common control (which includes a controlling
shareholder or subsidiary); or where said entity has significant influence over our Company; or where said entity exercises
joint control over our company;
where said entity is an affiliate of ours or of another entity under common control with us;
where said entity is a joint venture (i.e., a JV company) of another entity;
where such entity is a pension fund operating for the benefit of Company employees or of any entity that is a related
party of ours.

Under our Policy on Related Parties, in negotiating contractual arrangements with related parties, we are required to observe the
same principles and procedures we would use to negotiate with independent parties and, in any event, arrangements with related
parties are required to be put in proper contractual form.
Additionally, the Policy on Related Parties determines that transactions should, as a rule, be approved by the Executive Board,
and, if involving a Material Amount (which our policy defines as an amount at least equivalent to 0.1% of our shareholders
equity regarding the transactions carried out in the period of one (1) year), the transaction must also be approved by our Board
of Directors.
Under our Related Parties Policy, on identifying a matter involving related parties or potentially involving a conflict of interest,
directors and officers are required promptly to disclose the conflict of interest to us. In addition, they are required to abstain from
taking part in any discussions concerning any such matter and from voting on any such matter.
Where a director or officer who could potentially ascertain a personal gain from any particular decision fails to make proper
disclosure about any particular conflict of interest, any peer having knowledge of the circumstance can make such disclosure. If
a director or officer were to remain silent about a conflict of interest, this would be deemed to be a breach of our policy on conflict
of interest, and the matter would be submitted to the consideration of our Executive Board for analysis and recommendation
about corrective actions to be made to our Board of Directors.
Our policy and the rules it conveys are in line with the requirements of Law No. 6404/76, particularly as it prescribes directors
and officers have a Duty of Loyalty towards the Company.

144

Reference Form 2016 BM&FBOVESPA S.A. - Bolsa de Valores, Mercadorias e Futuros (BVMF3)

16.2 - Information on related party transactions


Name

Relation to Co.

Transiti
on date

Object of the
Agreement

Current Amount

Expenses regarding
the contracting of
Accounts receivable in R$
Rio de Janeiro BM&FBOVESPA is a
resources to be used in
thousands: 2015: - 2; 2014 1;
Stock Exchange member of BVRJ Monthly its activities. Amount
2013 2.
(BVRJ)
(affiliate)
involved, in R$
thousands: 2015 21;
2014 22; 2013 25.

BM&FBOVESPA
Settlement
Bank

BM&FBovespa
Market
Surveillance
(BSM)

BM&F (USA)
Inc.

BM&FBOVESPA
UK Ltd.

Wholly-owned
subsidiary

Our Company is
affiliated and
sponsor of BSM

Interest on
shareholders equity.
Not
Amount involved, in R$
applicable thousands: 2015
4,000; 2014 2,950;
2013 2,750.
Use of our
technological and
logistics infrastructure;
use of staff. Amount
Monthly
involved, in R$
thousands: 2015
11,456; 2014
10,407; 2013 8,314
Revenues from the use
of BM&FBOVESPAs
Foreign Exchange
Not
Clearing. Amount
applicable
involved, in R$
thousands: 2015 14;
2014 18; 2013 6..
Agmt. for transfer and
cost recovery re. the
refund to the Company
of the monthly amount
paid for expenses w/
the contracting of
resources and use of
Monthly
infrastructure for the
performance of BSM
activities. Amount
involved, in R$
thousands: 2015
2,721; 2014 3,035;
2013 3,171;
Contribution to BSM
intended to
complement the
financing of BSMs
Not
activities. Amount
applicable
involved, in R$
thousands: 2015
(12,690); 2014
(15,466); 2013
(561).

Wholly-owned
subsidiary

Expenses with
representation services
abroad. Amount
involved in R$
Monthly
thousands: 2015
(1,529); 2014
(1,026); 2013
(2,012).

Wholly-owned
subsidiary

Expenses with
representation services
abroad. Amount
involved in R$
Monthly
thousands: 2015
(1,836); 2014 (1,424); 2013
(1,394).

Interest on shareholders equity


receivable, in R$ thousands: 2015
3,400; 2014 2,508; 2013
2,338.

Accounts receivable in R$
thousands: 2015 1,033; 2014
909; 2013 673.

Accounts receivable in R$
thousands: 2015 196; 2014
245; 2013 276.

Accounts payable in R$
thousands:

2015 (8,695); 2014 (9,904);


2013 (8,061)..

Accounts payable in R$
thousands:

; 2014 0; 2013

2015 (80)
(117).

Accounts payable in R$
thousands:
2015 (142); 014 0; 2013
(164)..

Expenses w/ cash
advances re. the
contracting of
Accounts receivable in R$
resources for the
performance of
thousands: 2015 2 ; 2014 1;
BM&FBOVESPA is
activities. Amount
2013 1
the founding and
Not
involved in R$
BM&FBOVESPA
sponsor member of applicable
thousands: 2015 18;
Institute
BM&FBOVESPA
2014 16; 2013 15.
Institute

Amounts re. donations.


Amount involved in R$
thousands: 2015
(125; 2014 (63);
2013 0.

145

Amount attributable
Collaterals
to Related Party
and insurance
(In R$ thousands)

Term

Termination

Loans or
other
type of
debt

N/A

N/A

N/A

N/A

NO

N/A

N/A

N/A

N/A

NO

N/A

N/A

N/A

N/A

NO

N/A

N/A

N/A

N/A

NO

N/A

N/A

N/A

N/A

NO

N/A

N/A

N/A

N/A

NO

N/A

N/A

N/A

N/A

NO

N/A

N/A

N/A

N/A

NO

N/A

N/A

N/A

N/A

NO

N/A

N/A

N/A

N/A

NO

Reference Form 2016 BM&FBOVESPA S.A. - Bolsa de Valores, Mercadorias e Futuros (BVMF3)

BM&F
Association

Bovespa
Association

Expenses re. the


contracting of
resources and use of
infrastructure made
available by the
Company for the
performance of
activities by the
Institute. Amount
involved in R$
thousands: 2015 - 105;
2014 186; 2013
496.
Donation re. the
Agribusiness Seminar
and the Real Estate
Investment Fund
Forum. Amount
involved in R$
BM&FBOVESPA is
thousands: 2015
an honorary
Not
(1,757); 2014 (239);
member of the applicable
2013 0.
association
Expenses re. courses
attended by employees
relating to the financial
and capital markets,
given by the
BM&FBOVESPA
Educational Institute,
managed by BM&F
Association. Amount
involved in R$
thousands: 2015
(1,270); 2014
(1.458); 2013 0.
Sponsorship of the 7th
International Markets
and Capitals Congress.
Amount involved in R$
thousands: 2015
(3,200).

Accounts receivable in R$
thousands: 2015 6; 2014 4;
2013 2.

N/A

N/A

N/A

N/A

NO

Accounts payable in R$
thousands: 2015 (1).

N/A

N/A

N/A

N/A

NO

N/A

N/A

N/A

N/A

NO

N/A

N/A

N/A

N/A

NO

N/A

N/A

N/A

N/A

NO

Financial expenses in R$
thousands:
2015 (781); 2014 (898); 2013
(437);.

N/A

N/A

N/A

N/A

NO

Dividends receivable em R$
thousand: 2015 0; 2014
61,635; 2013 71,878.

N/A

N/A

N/A

N/A

NO

N/A

N/A

N/A

N/A

NO

Expenses w/ cash
advances re. the
contracting of
BM&FBOVESPA is
resources for the
Accounts receivable in R$
an honorary
Not
performance of
thousands: 2015 - 1; 2014 1;
member of Bovespa applicable
activities. Amount
2013 - 1.
Association
involved in R$
thousands: 2015 21;
2014 15; 2013 13..
Outstanding balance
payable in connection
with the perpetual
license for use of
modules, pertaining to
Accounts Payable in R$ thousand:
the CME Group, of the
Monthly
2015 0; 2014 (48,245); 2013
multi-asset electronic
(60,178).
trading system named
PUMA Trading
System, developed in
partnership with the
CME Group

CME Group,
Inc.

Affiliate

Outstanding balance
payable in connection
with the perpetual
license for use of
modules, pertaining to
the CME Group, of the
Monthly
multi-asset electronic
trading system named
PUMA Trading
System, developed in
partnership with the
CME Group
Dividends received,
Amount involved in R$
Not
thousands: 2015
applicable
256,003; 2014
164.802; 2013
169.958..
Revenues re. the
agreement on order
routing and
IBOVESPA index
Not
trading in the CME
applicable Group (Crosslisted
products). Amount
involved in R$
thousands: 2015
66; 2014 50;

146

Reference Form 2016 BM&FBOVESPA S.A. - Bolsa de Valores, Mercadorias e Futuros (BVMF3)
2013 0.

BM&FBOVESPA
Professional
Training
Association APBM&FBOVES
PA)

Other Related
Party

Affiliates

N/A

Expenses re. the


agreement on order
routing and
IBOVESPA index
trading in the CME
Group (Crosslisted
products). Amount
involved in R$
thousands: 2015
(1,895); 2014
(2,111);
2013 (1,731).
Expenses w/ cash
advances re.
contracting of
resources for
Not
performance of
applicable activities. Amount
involved in R$
thousands: 2015
97; 2014 94; 2013
63.
Expenses related to
consultancy. Amount
Not
involved in R$
applicable thousand: 2015 0;
2014 (163); 2013
(100).

N/A

N/A

N/A

N/A

NO

Accounts receivable in R$
thousands:
2015 - 7.

N/A

N/A

N/A

N/A

NO

N/A

N/A

N/A

N/A

NO

Our Policy acknowledges key management staff as our related parties. Given that the compensation we pay to our key
management personnel has already been discussed at length under section 13 of this Reference Form, the above table does not
include information on key management compensation, providing data only on our transactions with other related parties, as set
forth in subsection 16.1 above.
16.3
- Identification of measures to tackle conflict of interest, and evidence related party transactions are
agreed on an arms length basis (mutually beneficial or adequately compensated transactions).

a.

identify the actions taken to tackle conflict of interest

Our transactions, in particular transactions with related parties, are typically subject to approval by our management bodies ,
according to the competences described in our Bylaws and the Policy on Transactions with Related Parties and Other Situations
involving a Conflict of Interest. Where there may be a conflict of interest regarding any matter under analysis and a member
of our decision-making bodies, said member must abstain from voting, it being incumbent on the other members with no
relationship with the situation to make a decision.
For additional information on conflicts of interest affecting any member of our Board of Directors, see subsection 12.4(c) of this
Reference Form.
Currently, we adopt no formal and specific mechanisms or policy to identify any conflicts of interests.

b.

evidence that related party transactions are agreed on an arms length basis.

Set forth below is additional information about transactions carried out last year, as shown in the table under subsection 16.2
above:

BVRJ (the Rio de Janeiro Stock Exchange). The payments made by BM&FBOVESPA to BVRJ are required to be made under

BVRJ bylaws, which provide that the associates (as in the case of BM&FBOVESPA) must pay dues in a timely fashion. At a
meeting held on December 13, 2004, the Board of Directors of BVRJ set the minimum monthly dues payable per membership
certificate at R$400.00. Additionally, in a meeting held on January 28, 2011, the Board of Directors of BVRJ terminated the
minimum monthly contribution previously charged from BM&FBOVESPA, as BVRJ is now financially independent.
16.4 - Provide other information the issuer deems relevant
All relevant information was included in item 2.

147

Reference Form 2016 BM&FBOVESPA S.A. - Bolsa de Valores, Mercadorias e Futuros (BVMF3)

17. CAPITAL STOCK


17.1 Information on capital stock
The Companys capital stock consists only of common shares.
Type of
shares
Common

Number of
shares
1,815,000,000

Issued capital
(R$)
2,540,239,563.88

Capital
subscribed (R$)
2,540,239,563.88

Capital paid in
(R$)
2,540,239,563.88

Deadline for
payment
Not applicable

Date of latest
change
Feb. 10, 2015

Authorized capital
Quantity

Amount (R$ thousands)

The Company is authorized to increase its


capital stock up to a limit of 2,500,000,000
(two billion five hundred million) common
shares.

The amount of increase in capital stock and the issue price per share
are determined by the Board of Directors, taking into account the
number of shares to be issued, subject to the limit of authorized
capital.

Date of
authorization
May 8, 2008

Up to the date of release of this Reference Form, the Company had not issued any convertible securities.
17.2 Increases in capital stock
Date of resolution
Resolution passed by
Date of issue
Total amount of increase
Number of shares issued
(1)
Issue price (R$)
Method of paying in
Criteria for determining
issue price
Subscription (private or
public)
% of previous capital stock

Aug. 19, 2008


Board of Directors
Aug. 19, 2008
R$3,216,300.00
3,216,300
R$1.00
The shares were paid in by December 31, 2008, in cash in local currency.
The shares were issued within the limit of authorized capital determined in the By-laws. Pursuant to Article
8, paragraph 1 of the Company By-laws the Company, the Board of Directors is responsible for setting the
issue price and the number of shares to be issued, as well as the date and terms for payment, in the case
of increases based on authorized capital.
Private, by the beneficiaries of the Company Stock Option Plan who exercised their options.
0.16%

17.3 Information on share splits, grouping of shares and share bonuses


Up to the date of release of this Reference Form, there had been no splits, grouping or bonuses involving the shares issued by
the Company.
17.4 Information on reductions in capital stock
Up to the date of release of this Reference Form, there had been no reductions in the capital stock of the Company.
17.5 Other relevant information
At a meeting on February 10, 2015, the Board of Directors approved the cancellation of eighty-five million (85,000,000) treasury
shares of the Company, which were acquired under share repurchase schemes, with no decrease in capital stock. As a result of
this cancellation, the subscribed and paid-in capital stock of two billion five hundred and forty million two hundred and thirty-nine
thousand, five hundred and sixty-three Reais and eighty-eight cents (R$2,540,239,563.88) was now represented by one billion
eight hundred and fifteen million (1,815,000,000) common shares. An Extraordinary Shareholders Meeting of the Company, held
on April 13, 2015, on second call, resolved on the amendment of the main section of Article 5 of the By-laws, in order to align it
with this resolution.
At a meeting on February 13, 2014, the Board of Directors approved the cancellation of eighty million (80,000,000) treasury
shares of the Company, which were acquired under share repurchase schemes, with no decrease in capital stock. As a result of
this cancellation, the subscribed and paid-in capital stock of two billion five hundred and forty million two hundred and thirty-nine
thousand, five hundred and sixty-three Reais and eighty-eight cents (R$2,540,239,563.88) was now represented by one billion
nine hundred million (1,900,000,000) common shares. An Extraordinary Shareholders Meeting of the Company, held on May 26,
2014, on second call, resolved on the amendment of the main section of Article 5 of the By-laws, in order to align it with this
resolution.

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At a meeting on December 13, 2011, the Board of Directors approved the cancellation of sixty-four million fourteen thousand two
hundred and ninety-five (64,014,295) treasury shares of the Company, which were acquired under share repurchase schemes,
with no decrease in capital stock. As a result of this cancellation, the subscribed and paid-in capital stock of two billion five
hundred and forty million two hundred and thirty-nine thousand, five hundred and sixty-three Reais and eighty-eight cents
(R$2,540,239,563.88) was now represented by one billion nine hundred and eighty million (1,980,000,000) common shares. An
Extraordinary Shareholders Meeting of the Company, held on April 10, 2012, on second call, resolved on the amendment of the
By-laws, in order to reflect the cancellation of shares previously approved by the Board of Directors.
For details of the Repurchase Scheme see section 19.

18. SECURITIES
18.1 Share rights
Type of shares: Common (Tag along: 100%)

a.

right to dividends

According to the By-laws and the Corporate Law, holders of Company shares are entitled to receive dividends and other
distributions relating to the shares in proportion to the percentage of the capital stock which they hold. Pursuant to Article 57 of
the Company By-laws, after the legal reserve has been set up and the contingency reserves created or reversed, at least 25% of
the remainder of net income must be used to pay the mandatory dividend due to shareholders.

b.

voting rights

Full. Each common share entitles its holder to one vote at annual and extraordinary shareholders meetings of the Company.
According to the Novo Mercado regulations, the Company may not issue non-voting shares, or shares with restricted voting rights
or beneficial shares. The statutory rules limiting voting rights are detailed in section 18.2.

c.

convertibility into another class or type of share

We do not have shares that can be converted into other classes or types. The By-laws provide for the possibility of issuing
debentures convertible into common shares and subscription warrants, but neither of these had been issued up to the date of
release of this Reference Form.

d.

rights to repayment of capital

Description of the nature of capital repayment:


Right to Withdraw: shareholders who do not agree with specific resolutions passed at shareholders meetings may withdraw from
the Company, and the value of their shares shall be reimbursed at net asset value, subject to the conditions and exceptions
provided for in the Corporate Law.
Redemption: according to the Corporate Law, Company shares may be redeemed on the determination of shareholders at an
extraordinary shareholders meeting representing at least 50% of the capital stock of the Company.
Liquidation: in the event of liquidation of the Company, shareholders shall receive reimbursement in proportion to their percentage
holding in the capital stock, after the Company has settled all its obligations.

e.

right to participate in a public offering for transfer of control

The Companys by-laws provide that transfer of control of the Company, whether in a single transaction or in a series of
transactions, must be on the condition, suspensive or resolutory, that the purchaser undertakes to make a public offering for the
acquisition of the shares of the other shareholders, subject to the terms and periods provided for in the legislation and in the
Novo Mercado regulations, so as to ensure that they can sell their shares on the same conditions as the controlling shareholder
disposing of control.

f.

restrictions on circulation

There are no restrictions on the circulation of the Company shares.

g.

conditions for amending the rights belonging to the shares

According to the Corporate Law, neither our By-laws nor any resolution passed by shareholders meetings of the Company may
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deprive shareholders of the following rights: (i) the right to participate in the distribution of earnings; (ii) the right to participate,
in proportion to their percentage of the capital stock, in the distribution of any remaining assets in the event of liquidation of the
Company; (iii) preemptive rights to subscribe for shares, convertible debentures or subscription warrants, except in the
circumstances described in the Corporate Law; (iv) the right to monitor the management of the business, as provided for in the
Corporate Law; and (v) the right to withdraw from the Company in the cases indicated in the Corporate Law.

h.

possibility of redemption of shares

There are no circumstances under which our shares can be redeemed, except as provided for by law.
i.
ii.

circumstances of redemption
formula for calculating redemption value

There are no circumstances under which our shares can be redeemed, except as provided for by law.

i.

other important features

According to the Corporate Law, the Novo Mercado regulations and the Companys by-laws, a public offering for the purchase of
shares must be held in the event of cancellation of listing of a quoted company, quitting the Novo Mercado or if any shareholder
or group of shareholders becomes the owner of: (i) a direct or indirect interest of 30% or more of the total shares issued by the
Company; or (ii) other partnership rights, including usufruct, when acquired against consideration, which entitle the holder to
vote, over Company shares representing more than 30% of the capital.

j.

foreign issuers

Not applicable, since the Company is incorporated in Brazil.


18.2 Details of any statutory rules limiting the voting rights of substantial shareholders or obliging them to issue
a public offering

Limitation on voting rights


(i) Under Article 7 of the Companys by-laws, even though each common share of the Company corresponds to the right to one
vote on resolutions at Annual or Extraordinary Shareholders Meetings, no single shareholder or group of shareholders may vote
more than 7% of the number of shares into which the capital stock is divided.
(ii) If the Company has a shareholders agreement dealing with the exercise of voting rights, all its signatories shall be considered
to be members of a group of shareholders for the purposes of applying the restriction on the number of votes referred to in the
preceding paragraph.
(iii) Nevertheless, it is forbidden for a majority of shareholders at a shareholders meeting to agree in advance on a common
voting policy, whether or not such an agreement is filed at the Companys registered office, if this creates a block vote exceeding
the individual limit determined in (i) above or (iv) below.
(iv) The chairman of the shareholders meeting must ensure that the rules mentioned above are applied, and must inform each
shareholder or group of shareholders attending the meeting how many votes they can cast.
(v) Votes exceeding the limits mentioned in the preceding item shall not be counted at the meeting.
If the Board of Directors believes, in the exercise of its fiduciary responsibility, that the acceptance by the majority of shareholders
of the Company of a public offering held in accordance with the items below is in the best general interests of such shareholders
and of the economic segment in which the Companys subsidiaries operate, it must call an Extraordinary Shareholders Meeting
to resolve on the revocation of the restriction on the number of votes mentioned in (i) above, provided that as a result of the
offer the offeror becomes the owner of at least 2/3 of the Company shares, excluding treasury shares. The exception referred to
in this paragraph shall be applicable only when the Extraordinary Shareholders Meeting referred to above has been called on the
initiative of the Board of Directors.

Obligation to make a public offering Protection of Diffuse Control


Any shareholder or group of shareholders (Purchasing Shareholder) that acquires or becomes the owner of: (i) a direct or indirect
interest of 30% or more of the total shares issued by the Company; or (ii) other partnership rights, including usufruct, when
purchased for consideration, which entitle them to vote, over Company shares representing more than 30% of its capital, the
Purchasing Shareholder must, within a maximum of thirty (30) days from the date of authorization issued by the CVM, register
or apply for registration, as the case may be, of a public offering to purchase all the shares issued by the Company belonging to
the other shareholders, subject to the provisions of the Corporate Law, the CVM regulations, the rules of the stock exchanges on
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which the Company shares are listed, and the provisions of the Company By-laws.
The price to be offered for the Company shares to which the public offering applies (Offer Price) may not be lower than the
highest price paid by the Purchasing Shareholder during the six (6) months preceding the date on which an interest of 30% or
more was reached, pursuant to Article 71 of the By-laws.
The requirement for a public offering mentioned in the preceding paragraphs does not apply if a person becomes the holder of
more than thirty percent (30%) of the Companys shares as a result of: (i) subscription for Company shares at a single primary
issue, approved by a Shareholders Meeting called by the Board of Directors, under a proposal for a capital increase at a share
priced based on the economic value obtained from a valuation report undertaken by a specialist institution meeting the
requirements of Article 63 of the Companys By-laws; or (ii) a public offering for the purchase of all the Company shares.
If the Purchasing Shareholder does not meet the obligations imposed by the By-laws, including those related to deadlines: (i) for
registering or applying for registration of the public offering; or (ii) for meeting any requests or demands of the CVM, the Board
of Directors of the Company shall call an Extraordinary Shareholders Meeting, at which the Purchasing Shareholder may not vote,
to resolve on the suspension of the rights of the Acquiring Shareholder, as provided for in Article 120 of the Corporate Law.
18.3 Details of exceptions and suspensive conditions for ownership or political rights provided for in the by-laws
The Companys by-laws impose the following restrictions on ownership or political rights:

Exclusion or reduction of preemptive rights


Article 11 of the Companys by-laws states that preemptive rights can be excluded, or the legal minimum period for exercising
them reduced, in the case of the issue of new shares, convertible debentures or subscription warrants, when they are offered for
sale on a stock exchange or by public subscription, or when shares are exchanged in a public offering for the acquisition of control,
or in terms of a special tax incentive law.

Members of the Board of Directors


According to Article 22, paragraph 4, of the Companys by-laws, no person occupying a position in a company considered to be a
competitor of the Company or its subsidiaries, or who has or represents interests conflicting with those of the Company or its
subsidiaries, may be elected as a member of the Board of Directors unless the Shareholders Meeting resolves otherwise, pursuant
to Article 147, paragraph 3 of the Corporate Law.

Voting restrictions
In addition to the exceptions to political rights mentioned above, the Companys by-laws provide for restrictions on voting rights,
as described in section 18.2 above.
Furthermore, under Article 19 of the Companys by-laws, no shareholder may take part in any deliberation in which he has or
represents interests conflicting with those of the Company. For the purposes of Article 115 of the Corporate Law, a vote is
considered to be improper if cast by a shareholder having or representing interests conflicting with those of the Company.
In addition, Article 18 of the Companys by-laws determines that the Shareholders Meeting may suspend the exercise of rights,
including voting rights, by a shareholder or group of shareholders not complying with their legal, regulatory or statutory
obligations.
18.4 - Trading volume and highest and lowest prices of securities traded
Maximum Price
(R$ per share)

Minimum Price
(R$ per share)

Average Price
Average daily trading
(R$ per share) volume (R$ thousands)

First Quarter

14.35

12.80

13.67

144,240.95

8,510,215,789.00

Second Quarter

14.63

11.28

13.52

188,469.41

11,873,572,557.00

Third Quarter

13.35

11.13

12.23

139,707.60

9,080,993,422.00

Fourth Quarter

13.20

10.44

11.89

115,314.80

7,034,202,630.00
7,570,963,423.00

Total Trading Volume (R$)

2013

2014
First Quarter

11.30

9.10

9.98

124,114.15

Second Quarter

12.22

10.80

11.58

123,055.23

7,383,314,030.00

Third Quarter

14.47

10.92

12.63

172,414.18

11,206,921,906.00

Fourth Quarter

13.33

8.60

10.45

206,461.59

12,800,618,668.00

11.63

8.85

9.83

134,619.75

8,211,804,766.00

2015
First Quarter

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Second Quarter

12.97

11.10

11.97

151,850.34

9,262,870,961.00

Third Quarter

12.13

9.50

10.88

128,629.94

8,232,315,971.00

Fourth Quarter

12.79

10.82

11.75

131,817.60

7,909,055,665.00

18.5 Description of other securities issued


Security
Identification of securities
Date of issue
Date of maturity
Number (Unit):
Overall face value (Reais):
Outstanding debt balance:
Restriction on movement:
Convertibility:
Description of the restriction:
Condition of convertibility and
effects on capital stock:
Possibility of redemption:

Hypothesis of redemption and


calculation of redemption
amount:

Identification of characteristics
of debt securities:

Conditions for change of rights


assured by such securities:

Other relevant characteristics:

Debentures
Simple, unsecured, non-convertible debentures of the first issuance (ISIN BRBVMFDBS005)
12/1/2016
12/1/2019
3,000,000
1,000.00
3,000,000,000.00
Yes
No
Debentures may only be traded on regulated securities markets after 90 days from each subscription
or acquisition by investors, pursuant to CVM Instruction 476.
N/A
Yes
MANDATORY EARLY REDEMPTION: the Company will redeem all Debentures within thirty business
days counted from the date of any contrary or unfavorable decision or a decision that in any way
forbids the business combination transaction between the Company and CETIP or date of any
bankruptcy event involving CETIP, upon payment of the debt balance of the Unit Face Value of the
Debentures, plus Remuneration, calculated on a pro rata basis as from the First Payment Date or the
immediately previous payment date of Remuneration, as the case may be, up to the effective
payment, with no premium or penalty.
OPTIONAL EARLY REDEMPTION: the Company may carry out, at its sole discretion, at any time,
including as from December 1, 2017, and upon prior notice pursuant to the Indenture, the early
redemption of all Debentures (the partial redemption thereof is barred), with the subsequent
cancellation of said Debentures, upon payment of the debt balance of the Unit Face Value of the
Debentures, plus Remuneration, calculated on a pro rata basis as from the First Payment Date or the
immediately previous payment date of Remuneration, as the case may be, up to the effective
payment, plus premium levied on the debt balance of the Unit Face Value of the Debentures,
corresponding to zero point fifteen per cent (0.15%) per year, calculated in accordance with the
formula to be set forth in the Indenture.
OPTIONAL OFFER OF EARLY REDEMPTION: the Company may, at its sole discretion, carry out, at any
time, an optional offer of early redemption of the Debentures, either total or partial, pursuant to the
Issuance Indenture.
(i) Early maturity: Pursuant to the Issuance Indenture, the Trustee must declare the anticipation of all
obligations arising from the Debentures and require immediate payment by the Company, upon the
occurrence of any of the anticipation of the events listed in the Issuance Indenture;
(ii) Monetary Restatement: N/A;
(iii) Compensatory Interest: 104.25%;
(iv) Collateral: N/A;
(v) Type: Unsecured; and
(vi) Simplific Pavarini Distribuidora de Ttulos e Valores Mobilirios Ltda. ("Trustee").
In the resolutions of debenture holders general meetings, each outstanding debenture is entitled to
one vote.
All resolutions to be adopted at the debenture holders general meetings will depend on the approval
by debenture holders representing at least 2/3 of the Outstanding Debentures, except regarding: I.
quorums expressly set forth in other sections of the Indenture; and II. amendments, which will be
approved by debenture holders representing at least ninety per cent (90%) of the Outstanding
Debentures, as for, (a) to the provisions of the section in the Issuance Indenture that governs the
items transcribed herein; (b) to any of the quorums set forth in the Issuance Indenture; (c) to
reduction of Remuneration; (d) to any of the dates of payment of any amounts set forth in the
Issuance Indenture; (e) to the term of the Debentures; (f) to the type of the Debentures; (g) to the
creation of a renegotiation event; (h) to provisions related to optional early redemption; (i) to
provisions related to optional early repayment; (j) to provisions related to the optional offer of early
redemption; or (k) to the wording of the Event of Default.
The Issuance Indenture contains certain Events of Default which occurrence may cause the early
maturity of the Debentures. Such events include, subject to the exceptions set forth in the Issuance
Indenture: non-fulfillment of the obligations related to the Debentures, assignment of rights related to
the Debentures, merger, spin-off, merger, liquidation, winding up, extinction, bankruptcy, courtsupervised or out-of court reorganization involving the Company, change of the Companys form of
business organization, capital reduction, change in the Companys purpose, noncompliance with or
early maturity of other financial agreements of the Company, disposal or encumbrance of assets,

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payment of dividends in case of non-fulfillment of financial obligations related to the Debentures,
challenge of decisions, protest of notes, pledge of collateral and in the event in which the company
starts having ownership control or is delisted.

18.6 Brazilian markets where the Company securities are listed


Shares Issued by the Company: BM&FBOVESPA S.A. Bolsa de Valores, Mercadorias e Futuros.
Simple, unsecured, non-convertible debentures of the Companys first issuance, issued on 12/1/2016:
(i)

Deposit for Distribution. The Debentures will be deposited for distribution on the primary market with CETIP, through
which such distribution will be financially settled; and

(ii)

Deposit for Trading. The Debentures will be deposited for trading on an organized over-the-counter market through
CETIP21 - Securities Module, which is managed and operated by CETIP. The Company, at its sole discretion and at
any time, may make arrangements for the Debentures to be deposited for trading on a stock exchange through the
PUMA Trading System BM&FBOVESPA, which is managed and operated by BM&FBOVESPA.

18.7 - Information on class and type of security listed on foreign markets


There are no securities listed on foreign markets.
18.8 Securities issued abroad
Type of security
Issue date
Maturity date
Amount
Principal (US$)
Total Nominal Value (R$)
Balance Due
Restrictions on circulation
Convertibility
Possibility of redemption
Circumstances of redemption
and calculation of value
Details

Other carachteristics

Senior unsecured notes


Jul. 16, 2010
Jul. 16, 2020
Notes of US$100,000 and whole multiples of US$1,000
US$612 million
R$ 1,075,323,000
R$ 2,454,265,000 (12/31/2015)
No
No
Yes (Optional redemption with a make-whole amount)
The notes may be redeemed, at our option, in full or in part, at any time, for the higher of (i) 100%
of the principal or (ii) the sum of remaining future flows discounted at the US Treasury rate plus 40
basis points.
The notes are unsecured and were issued by BM&FBOVESPA abroad in US dollars. There is a coupon
of 5.5% p.a., payable six-monthly in January and July.
Trustee: Deutsche Bank Trust Company Americas
(*) The total nominal value refers to the total operation on the date of the issuance, July 2010.
(*) Securities of US$100,000 and integral multiples of US$1,000
In July 2010, BM&FBOVESPA issued senior unsecured notes, with a total nominal value of US$612
million, priced at 99.635% of the nominal value, resulting in a net inflow of US$609 million equivalent
at that time to R$1,075,323). The interest rate is 5.50% per year, payable halfyearly in January and
July, and the principal amount is due on July 16, 2020. The effective rate was 5.64% per year, which
includes the discount and other funding related costs.
The restated loan balance at December 31, 2015 amounts to R$2,454,265 (R$1,666,491 at December
31, 2014), which includes the amount of R$70,181 (R$47,368 at December 31, 2014) referring to
interest incurred until the reporting date. The proceeds from the offering were used to purchase
shares in the CME Group on the same date.
The notes have a partial or total early redemption clause, at the option of BM&FBOVESPA, for the
greater of: (i) principal plus interest accrued up to the date and (ii) interest accrued up to the date
plus the present value of the remaining cash flows, discounted at the rate applicable to U.S.
Treasuries for the remaining term plus 0.40% per year (40 basis points per year).

18.9 Public offerings for distribution of the Companys shares made by the Company or third parties, including
controlling shareholders and affiliates or subsidiaries
Public offering for distribution with restricted placement efforts of simple, unsecured, non-convertible debentures of the
Companys first issue, issued on 12/1/2016, pursuant to CVM Instruction 476, as described in item 18.5 of this Reference Form,
with the intermediation of institutions belonging to the securities distribution system.

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18.10 Whether the issuer has made a public offering for distribution of securities
The net proceeds obtained by the Company from the issue of simple, unsecured, non-convertible debentures of the Companys
first issuance, issued on 12/1/2016, the subject matter of the public offering for distribution with restricted placement efforts
pursuant to CVM Instruction 476, as described in item 18.5 of this Reference Form, will be fully used (i) to pay the capital increase
by the Company in Companhia So Jos Holding, as approved by the Companys Special Shareholders Meeting held on May 20,
2016 ("SSM Merger") and set forth in the Protocol and Justification of Merger of Shares Issued by CETIP by Companhia So Jos
Holding, followed by the Merger of Companhia So Jos Holding into the Company ("Protocol of Mergers"), also approved by the
SSM Merger, to be carried out in the scope of the business combination between the Company and CETIP approved in the SSE
Merger and described in the Protocol of Mergers; or (ii) to settle the Companys borrowings whose funds have been used for the
purposes set forth in item (i) above; and (iii) in the regular course of the Companys business.
18.11 Details of public offerings for acquisition made by the Company for shares issued by third parties
There have been no public offerings for acquisition made by the Company for shares issued by third parties
18.12 Other relevant information

CVM Instruction No. 461/07

Since BM&FBOVESPA is an institution that manages an organized market, under CVM Instruction No. 461/07, any shareholder or
group of shareholders intending to acquire (i) a direct or indirect interest of 15% or more of the total number of shares issued by
the Company; or (ii) other partnership rights, including usufruct, which afford voting rights, over Company shares representing
more than 15% of its capital, must obtain prior authorization from the CVM, in accordance with the Commissions regulations.
CVM Instruction No. 461/07 also provides that persons authorized to trade on an organized market may not hold more than 10%
of the voting capital of the institution which manages it.

19. REPURCHASE PLANS/TREASURY


19.1 Details of the Companys share repurchase plans
Date of approval:

06/25/2013

i. number of shares by class and type


ii. percentage of total shares outstanding,
by class and type
iii. period for repurchase
iv. reserves and earnings available for the
repurchase
v. other important factors
vi. number of shares acquired, by class
and type
vii. weighted average purchase price, by
class and type
viii. percentage of approved total acquired

02/13/2014

12/11/2014

12/10/2015

60,000,000
(Common)

100,000,000
(Common)

60,000,000
(Common)

40,000,000
(Common)

3.13%

5.40%

3.30%

2.24%

07/01/2013 to
06/30/2014

02/14/2014 to
12/31/2014

01/01/2015 to
12/31/2015

01/11/2016 to
12/31/2016

R$16,851,454,000,00

R$15,997,052,000,00

R$16,211,124,000,00

R$16,251,290,000,00

(1)

(2)

(3)

(4)

60,000,000

53,011,600

26,187,400

R$10.63 / share
(R$637,934
thousand)
100.00%

R$10.68 / share
(R$566,211
thousand)
53.01%

R$10.95 / share
(R$286,752
thousand)
11.31%

R$0.00 / share (R$0


thousand)
0.0%

(1) On June 25, 2013, the Board of Directors of BM&FBOVESPA approved a repurchase program effective from July 1, 2013, to
June 30, 2014, limited to 60 million common shares (the 2013/2014 Program), representing 3.13% of the total shares in
circulation. The program was completed in full on January 29, 2014.
(2) On February 13, 2014, the Board of Directors approved a new program for 100 million common shares (the 2014/2014
Program), representing 5.40% of the total shares in circulation, effective from February 14, 2014, to December 31, 2014.
(3) On December 11, 2014, the Board of Directors approved a new program for 60 million common shares (the 2015/2015
Program), representing 3.30% of the total shares in circulation, effective from January 1, to December 31, 2015.
(4) On December 10, 2015, the Board of Directors approved a new program for 40 million common shares (the 2016/2016
Program), representing 2.24% of the total shares in circulation, effective from January 11, to December 31, 2016.
19.2 - Changes in treasury securities
Year
Security:
Shares
Type: Common

Dec. 31, 2015


Number of
Weighted average
shares
price (in R$)
(Units)

Dec. 31, 2014


Number of
Weighted average
shares
price (in R$)
(Units)

154

Dec. 31, 2013


Number of
Weighted average
shares
price (in R$)
(Units)

Reference Form 2016 BM&FBOVESPA S.A. - Bolsa de Valores, Mercadorias e Futuros (BVMF3)
Shares
Approved Program
Initial
Acquisitions
Disposals
Cancelation
Final
Percentage[1]

60,000,000
91,821,444
26,187,400
103,750
85,000,000
32,905,094
1.8

10.71
10.95
10.54
10.64
11.09

100,000,000
86,417,144
89,961,600
4,557,300
80,000,000
91,821,444
5.0

11.05
10.42
10.88
10.75
10.71

60,000,000
48,427,505
43,912,700
5,923,061
0
86,417,144
4.6

10.01
12.10
10.26
0
11.05

19.3 Other relevant information


At a meeting on February 10, 2015, the Board of Directors approved the cancellation of eighty-five million (85,000,000) treasury
shares of the Company, which were acquired under share repurchase schemes, with no decrease in capital stock. As a result of
this cancellation, the subscribed and paid-in capital stock of R$2,540,239,563.88 was now represented by one billion eight hundred
and fifteen million (1,815,000,000) common shares. An Extraordinary Shareholders Meeting of the Company, held on April 13,
2015, resolved on the appropriate amendment of the By-laws.

Supplement to section 19.1


2012/2013 Program
Periods

Number of
shares

Average price
(R$)

Total value
(R$)

Apr/13

3,147,500

13.30

41,855,721

Jun/13

17,715,200

12.49

221,246,864

TOTAL

20,862,700

12.61

263,102,585

2013/2014 Program
Average price
(R$)
12.33

Jul/13

Number of
shares
3,350,000

Aug/13

5,200,000

11.61

60,394,268

Sep/13

2,500,000

12.43

31,076,278

Oct/13

2,050,000

12.72

26,078,456

Nov/13

1,100,000

11.77

12,951,483

Dec/13

8,850,000

10.81

95,696,845

2013

43,912,700

12.08

530,618,707

Jan/14

36,950,000

10.02

370,418,230

TOTAL

60,000,000

10.63

637,934,352

Periods

Total value
(R$)
41,318,792

2014/2014 Program
Periods

Number of shares

Average price - R$

Total value - R$

Mar/14

9,583,100

10.36

99,236,083

Apr/14

7,672,900

11.43

87,706,423

May/14

9,021,300

11.61

104,709,413

Jun/14

2,800,000

11.56

32,370,766

Jul/14

1,170,000

11.73

13,726,088

Oct/14

11,217,300

10.63

119,194,958

Nov/14

1,200,000

10.32

12,378,932

Dec/14

10,347,000

9.36

96,888,201

2014

89,961,600

10.41

936,629,094

TOTAL

53,011,600

10.68

566,210,864

2015/2015 Program

[1]

Periods

Number of shares

Average price - R$

Total value - R$

Jan/15

5,786,300

9.46

54,739,121

Feb/15

1,000,000

8.97

8,969,874

May/15

1,800,000

11.59

20,861,805

Jun/15

8,434,100

11.65

98,269,330

Jul/15

9,167,000

11.34

103,952,806

2015

26,187,400

10.95

286,792,936

TOTAL

26,187,400

10.95

286,792,936

Percentual em relation aos valores mobilirios em circulation da mesma classe and espcie.

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Reference Form 2016 BM&FBOVESPA S.A. - Bolsa de Valores, Mercadorias e Futuros (BVMF3)

Year
Security:
Shares
Type: Common Shares
Initial
Acquisitions
Disposals
Cancelation
Final
Final Percentage12

01/01/2016 to 10/20/2016
Number of
Weighted
shares
average price
(Units)
(in R$)
32,905,094
11.09
0
0
5,334,6436
11.40
0
0
27,570,451
11.10
1.52%

20. TRADING POLICY


20.1 Details of securities trading policy

a.

approval date

The rules for trading in Company shares by controlling shareholders and members of the Board of Directors or of any technical
or advisory statutory body, created by statutory provision, are contained in the Manual on Information Disclosure and Securities
Trading Policy (the Manual), approved by the Board of Directors at a meeting held on May 8, 2008, and amended at meetings of
the Board on December 11 2012, May 8, 2014 and February 24, 2015. The Manual describes procedures for keeping undisclosed
information confidential and rules for trading in the Company shares by related persons (as per b, below) and by the Company
itself. The Manual is available for consultation on the Companys IR website.

b.

connected persons

Controlling shareholders, managers, employees with access to material information and consultants are subject to the trading
rules detailed in the Manual. It is also forbidden for the Company to trade in its own shares during periods detailed in the Manual.

c.

key provisions

People subject to the rules contained in the Manual may not trade in Company shares: (i) whenever any material act or fact
occurs involving the Companys business, or that of its affiliates or subsidiaries, of which they are aware; (ii) whenever it is
planned to arrange a takeover, total or partial spinoff, merger, or corporate transformation or reorganization; (iii) only in the case
of direct or indirect controlling shareholders and managers whenever an option has been granted or a mandate is in existence
for the purchase or disposal by the Company of its own shares.
Former managers who have left the Company before the public announcement of business or a material fact initiated during their
period of office may not trade in Company securities: (i) for a period of six months after leaving the Company; or (ii) until the
Company discloses the material act or fact to the market, unless, in this latter case, trading in Company securities after the
announcement of the material act or fact might affect the terms of the business in question, to the prejudice of the Company
shareholders or the Company itself. The first of these alternatives to occur shall take precedence.

Exceptions to restriction on trading


Trading restrictions imposed as a result of any material act or fact relating to the business of the Company, affiliates or subsidiaries,
or because of any planned merger, total or partial spinoff, consolidation or corporate transformation or reestructuring, are not
applicable when the persons subject to the Manual make long-term investments (at least 12 months) in at least one of the
following situations: (i) subscription or purchase of shares when exercising options granted under a stock option plan approved
at a shareholders meeting; (ii) investment of variable compensation received under a profit sharing scheme to purchase Company
shares; or (iii) execution of individual investment programs.
Individual investment programs must be defined in such a way that the decision by an employee to purchase or sell shares is
predetermined. Such programs must also contain provisions prohibiting the use of privileged information for personal benefit, and
indicating the amount of money that the interested party is to invest during the period of the program, which may not be shorter
than 12 months.

d.

provision for blackout periods and details of procedures to monitor trading during such periods

No member of the staff may under any circumstances trade in shares or other securities of the Company during the fifteen (15)day period preceding the publication of quarterly information (ITR) or annual statements (DFP) of the Company, or in other
12

Percentage in relation to outstanding securities of the same class and type.

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situations that may be determined by the Investor Relations Office.


The Investor Relations Office is responsible for issuing internal notices of the start and finish of blackout periods applying to the
Company securities.
Managers and members of statutory technical or advisory bodies must give notice of their holdings of Company securities, whether
in their own name or in the name of related persons and of any changes in these holdings. The Company must be notified (i)
within 5 days after each trade and (ii) on the first business day after taking office.

e.

places where the policy may be consulted

The Manual on Information Disclosure and Securities Trading Policy is available for consultation on the Companys IR website at:
http://ri.bmfbovespa.com.br/static/ptb/estatutos-codigos-politicas.asp?idioma=ptb
20.2 Other relevant information
Under Article 10 of the Companys by-laws, every shareholder or group of shareholders is required to give notice to the Company,
including the information indicated in Article 12 of CVM Instruction No. 358/02, upon the acquisition of shares which, added to
those already held, exceed five percent (5%), ten percent (10%), fifteen percent (15%) and so on, of the capital of the Company.

Code of Conduct

Rules on the trading of shares issued by the Company shares and other issuers by officers, employees, interns and regular
contractors of the Company and its subsidiaries (Employees) are included in our Code of Conduct (Code of Conduct).
The Company Code of Conduct rules on securities trading apply to all employees and persons related to them (spouses or
companions and dependents included in tax returns, as well as companies over which an employee or persons related to him/her
exercise influence).
No employee or person related to him/her may trade on the BM&F or Bovespa segments, or on the over-the-counter market,
directly or indirectly, in their own name or in the name of a third party. Employees and persons related to them are also forbidden
to set up or invest in an Investment Club.
Employees and persons related to them are allowed to: (i) trade in fixed income securities, other than (a) securities listed on
BM&FBOVESPA; (b) debentures; and (c) structured transactions certificates (COE); (ii) engage in securities lending; (iii) trade in
ETFs listed on the Bovespa segment, provided that the portfolios consist of the shares of at least 5 issuers not belonging to the
same business group, and which do not represent individually more than 25% of the fund portfolio, provided that they do not
influence the administration or management of such funds, and they are not permitted to buy or sell shares in such funds more
often than once every 90 days; (iv) invest in open, non-exclusive investment funds with diversified portfolios, over which they
exercise no influence, in particular in respect of the portfolio management; and (v) purchase securities listed on the Bovespa
segment under an individual investment program previously approved by the Company, provided that the program is defined in
such a way that the decision by an employee to purchase or sell shares is predetermined.
Trading in Company securities is constantly monitored by the Internal Controls, Compliance and Corporate Risk Office. If any
violation is detected, this office will notify the employee and ask for a formal explanation, to be analyzed and then forwarded to
the Code of Conduct Committee.
The Code of Conduct Committee will be responsible for assessing and deciding on the case, and the employee shall be subject to
disciplinary measures, including dismissal for cause and the other penalties provided for in the labor legislation, in addition to any
other measures that the Company may take.

21. DISCLOSURE POLICY


21.1 Details of internal standards, regulations and procedures for disclosure of information
The Company has no internal standards, regulations or procedures for disclosure of information other than the Disclosure Policy
detailed below. It should be noted that the Information Disclosure Policy was approved together with the Securities Trading Policy
described in section 20.1 above.
21.2 Details of the disclosure policy for material acts and facts, the communication channel(s) used to
disseminate them, the procedures for maintaining confidentiality for undisclosed material information and the
places where the policy is available for consultation
The rules and guidelines contained in the Company Disclosure Policy must be observed by controlling shareholders (if any),
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managers, employees with access to material information and consultants.


All information about material acts and facts are centralized in the person of the Investor Relations Officer (DRI), who is
responsible for disclosing and communicating material acts and facts, under the rules of the Company policy and of Article 3 of
CVM Instruction No. 358/02.
The DRI is responsible for ensuring that material acts and facts related to the business of the Company and its subsidiaries are
disclosed to the market clearly and accurately, in language accessible to the investing public, and to see that they are disseminated
widely and immediately, and simultaneously in all the markets where the Company securities are traded.
The policy determines that, whenever possible, the disclosure of a material act or fact must occur before the opening or after the
close of trading on the stock markets. If the timing is incompatible with other markets, the times applicable in the Brazilian market
shall take precedence.
As to the method and deadlines for informing and disclosing, the Investor Relations Officer must do the following:
i.
ii.
iii.
iv.
v.
vi.

Communicate and disclose any material act or fact related to the Companys business immediately after it occurs;
Disclose simultaneously to the market any material act or fact to be published in any medium of communication, including
press releases and meetings of professional organizations, investors, analysts or selected members of the public, in Brazil
or abroad;
Use objective criteria for disclosing information on material legal contingencies;
Assess the need to apply to stock exchanges, always simultaneously, for the suspension of trading in Company securities,
for the time necessary to adequately disseminate a material fact, if it is imperative that it should be disclosed during
trading hours;
See that material acts and facts are widely and immediately disseminated and communications to the market are issued
simultaneously in the stock exchanges and to the investing public in general; and
Provide the competent authorities, upon request, with additional explanations of a material act or fact or a communication
to the market.

Material acts and facts must be notified to the CVM and the stock exchanges simultaneously and immediately, in a written
document describing in detail the acts and facts that have occurred, indicating, if possible, the amounts involved and other details.
Material facts and communications to the market are published, in according with the Policy, on the news site
http://www.valor.com.br/valor-ri/fatos-relevantes.
It should be noted that in disclosing information on material court cases, the Company will observe the following objective criteria
established in the Policy:
Material Court Cases/
Probability of loss by the Company
Less than 1VR
Between 1VR and 3VR

---Material Fact

---Notice to the Market

More than 3VR

Material Fact

Notice to the Market

Probable

Possible

Remote
------Communication to the
Market

For the purposes of this item, VR means Reference Value, a concept defined in the Companys by-laws as being 1% of
shareholders equity, as shown at the preceding year-end close.
The disclosure policy also provides that all the people subject to these rules are forbidden to use privileged information to obtain
any monetary advantage, whether directly or indirectly or for themselves or for others, including by means of buying or selling
Company shares. They must also ensure that neither direct subordinates nor third parties in their confidence violate the above
provisions, and they will be jointly liable in the event of such failure to comply.
As indicated in the Disclosure Policy, there are exceptional cases where the indiscriminate disclosure of privileged information
representing a material act or fact can put the legitimate interests of the Company at risk. In such situations, the non-disclosure
of a material act or fact related to the Company shall be decided by the shareholders or the managers of the Company, as the
case may be, in line with the provisions of the main section of Article 6 of CVM Instruction No. 358/02.
Finally, all the people subject to the Disclosure Policy have to sign an acknowledgment which makes the Policy binding on them.
The Policy is available for consultation on the Companys IR website.
21.3 Managers responsible for the implementation, maintenance, assessment and monitoring of the information
disclosure policy
According to the Disclosure Policy, the person responsible for the implementation, maintenance, assessment and monitoring of
the information disclosure policy is the Company Investor Relations Officer.
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21.4 Other material information


Under Article 10 of the Companys By-laws, every shareholder or group of shareholders is required to give notice to the Company,
with the information indicated in Article 12 of CVM Instruction No. 358/02, of the acquisition of shares which, added to those
already held, exceed five percent (5%), ten percent (10%), fifteen percent (15%) and so on, of the capital of the Company.

159