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MANAGEMENT PROPOSAL AND GUIDELINES ON

PARTICIPATING IN MEETINGS
ANNUAL AND EXTRAORDINARY SHAREHOLDERS’ MEETINGS OF 04/28/2017

BM&FBOVESPA ANNUAL AND
EXTRAORDINARY SHAREHOLDERS’
EXTRAORDINARY GENERAL
MEETINGS

04/28/2017

,
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MANAGEMENT PROPOSAL AND GUIDELINES ON
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São Paulo, March 29, 2017

Dear Shareholders,

It is with great satisfaction that, on behalf of the Board of Directors, I invite you to take part
in the Annual and Extraordinary General Meetings of BM&FBOVESPA S.A. – Bolsa de
Valores, Mercadorias e Futuros, which has been called for April 28, 2017, at 11:00 a.m., at
the Company's head office, located at Praça Antonio Prado, nº 48, Centro, in the city of São
Paulo, State of São Paulo, in accordance with the Call Notice to be published in the
newspaper Valor Econômico and in the Official Gazette of the State of São Paulo on March
30, 2017.

In this introductory letter, initially I would like to stress the year 2016, which undoubtedly was
one of the most important ones in the Company's history, bearing in mind the approval by
the shareholders, in May, of the proposed combination of our activities with those of CETIP
S.A. - Mercados Organizados. And for sure 2017 will also be a milestone for us given the
approval of this transaction by the relevant regulatory bodies.

Having concluded these steps, we will dedicate ourselves with persistence and diligence so
that the integration of the activities of the two companies be carried out in the best possible
way in every respect, particularly in relation to synergies. We are certain that the combined
company will result in many benefits for us and will be a source of great pride for all of us.

Incidentally, one of the subjects that is being submitted for your consideration at the
Extraordinary General Meeting is the change of our corporate name to B3 S.A. – Brasil,
Bolsa, Balcão. It is our belief that this new name will summarize the results of the joining of
the two companies: a new culture, a new identity, a new positioning and a unique integrated
infrastructure that is focused on the constant development of the markets in Brazil.

We are also proposing to you some other amendments to our by-laws, and among these I
would like to stress the ones that are designed to improve our governance and broaden our
corporate purpose so that we can include the activities that are currently performed by
CETIP.

I would also like to point out that, as explained later on in this document, we are proposing
to you a few changes in the Company's Stock Grant Plan, mainly in an attempt to strengthen
the long-term alignment of its beneficiaries - including, henceforth, CETIP's executives and

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managers - and to adapt ourselves to current market practices.

I cannot miss the opportunity to write a few words about the political and economic outlook.

The year 2016 was marked by very significant events, both on the international stage as
well as in Brazil. The severity of the crisis and the negative expectations regarding its
magnitude and duration culminated in the impeachment process of the President of the
Republic and in yet another year of recession for our economy.

With the political transition and the consequent new direction in terms of economic
management, a number of adjustments and structural reform measures were announced
with the aim of mitigating the country's imbalances and restoring confidence among
businessmen, investors and financial market players. As a result of this, we can already see
a scenario of improved expectations in relation to the government's ability to address the
fiscal deficit and get the announced reforms approved, and we are confident that 2017 will
be a very positive year for the market and, consequently, for the Company.

It should be borne in mind that, regardless of the challenges of 2016, the Company remained
focused on its main projects and made significant progress, such as the new Clearing
project, which will integrate the post-trading infrastructures, and the implementation of the
CORE (Closeout Risk Evaluation) risk model for the stock market. There has also been
considerable progress in implementing the Company's strategy for Latin America, with
minority investments being made in the region's stock exchanges with the aim of
constructing long-term relationships and exploring opportunities for cooperation and
development of its markets.

With regard to the Company's constant search for the best corporate governance practices,
I would like to highlight the setting up of three new advisory committees for the Board of
Directors: the Issuer Regulation Committee, the IT Committee and the Products and Pricing
Committee. The Issuer Regulation Committee is in charge of monitoring the Issuer
Regulations Office activities. The IT Committee is in charge, among other important
functions, of monitoring and analyzing new technologies that represent opportunities, as well
as possible impacts on our business - such as the blockchain technology - and the Products
and Pricing Committee will play an important role including for the purposes of the
commitments assumed by the Company with the Brazilian Antitrust Authority (CADE) within
the framework of the approval of the transaction with CETIP.

Still on the topic of governance, we have been working intensively on the development of
the special Novo Mercado and Level 2 segments, carrying out both public as well as
restricted hearings, and also on the Highlight Program regarding Governance of State-
owned companies, the main objective of which is to help restore the relationship of trust

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between investors and state-owned companies.

On this occasion, I would like to point out that, as already announced to the market, following
the work of evaluating successors that was carried out by the Corporate Governance and
Nomination Committee of advisors to the Board of Directors, which included a contribution
from the Chief Executive Officer, Edemir Pinto, and on the joint recommendation of these,
the Board of Directors approved the election of Gilson Finkelsztain as the CEO of the
combined company, with effect from May 01, 2017. Gilson is currently CETIP's CEO and
his arrival, coupled with the qualified and committed team of executives of both companies,
will be very important not just on account of his career at CETIP but also due to all of his
career in the financial market.

I would like to state for the record that Edemir was fundamental to the new company, having
left an impressive legacy, and was one of the main builders of Brazil's entire financial and
capital market, not to mention his incalculable contribution to corporate governance in the
country. Edemir will continue to be very important and be a reference for the Company and
for the entire market.

Lastly, as explained further on in this report, I inform you that, in line with the transitory
provision approved by our shareholders on May 20, 2016, with regard to increasing the
Board of Directors' maximum number of members from 11 to 13 for a term of two years, the
slate that is being proposed by the Board of Directors to make up the Company's Board of
Directors from 2017 to 2019 includes two of the current independent members of CETIP's
Board of Directors - Edgar da Silva Ramos and José Lucas Ferreira de Melo.

In addition, as can be noted further on, another proposal that is laid before you is that, in
addition to these two candidates, BM&FBOVESPA's Board of Directors, for the same period
of two years, should have one additional member to be appointed by the aforesaid body,
who has experience and insight in the retail area. If you give your approval, management's
candidate would be José Roberto Machado Filho, whose professional and academic
experience is summarized in this document.

Two other extremely important candidates who make up the board of directors slate are Mr.
Florian Bartunek and Mr. Guilherme Affonso Ferreira, representatives of Company's
investors, whose curricular information can also be found further on.

Under the slate being proposed, the current members of the Board of Directors would be
reappointed, with the exception of Director Claudio Luiz da Silva Haddad, who has
unfortunately expressed his intention to leave the board with effect from the next term of
office.

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Having said this, I inform you that the matters to be determined at the Annual and
Extraordinary Meetings are described in the Call Notice and in this document, which includes
Management's proposals and the general guidelines for the attendance of the shareholders
in the Meetings, both of which were released to the market today.

The effective attendance of the shareholders at these Meetings is an opportunity to discuss
and vote on the topics put forward for consideration, in light of the information disclosed, in
order to reach an informed decision.

In compliance with the provisions established by CVM Instruction 481/2009,
BM&FBOVESPA will provide a remote voting system, as it did for the General Meetings that
were held in the previous fiscal year. Details regarding the guidelines for exercising the vote
by means of the distance voting bulletin can be found in this document.

I therefore invite you to carefully examine this document and the other documents in relation
to the Meetings, which are available to shareholders at the Company's registered office and
on its Investor Relations website (www.bmfbovespa.com.br/ri/), as well as on
BM&FBOVESPA's website (www.bmfbovespa.com.br) and on the Brazilian Securities
Commission's website (www.cvm.gov.br).

We are at your disposal,

Pedro Pullen Parente
Chairman of the Board of Directors

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Table of Contents
CLARIFICATION AND GUIDELINES ................................................................................ 7
A. PARTICIPATION IN ANNUAL AND EXTRAORDINARY SHAREHOLDERS’
MEETINGS ........................................................................................................................ 8
A.1. Guidelines on Personnel Attendance ............................................................... 9
A.2. Guidelines on Participation via Distance Vote Bulletin ................................. 10
A.2.1. Exercise by service providers – remote voting system .................................... 10
A.2.2. Sending of the distance vote bulletin by the shareholder directly to the
Company .................................................................................................................... 11
A.3. Guidelines on Participation by means of an attorney-in-fact ........................ 12
A.3.1. Physical Proxy ..................................................................................................... 12
A.3.2. Pre-Accreditation................................................................................................. 18
B. MANAGEMENT PROPOSAL ............................................................................ 18
B.1. Matters to be resolved at the BM&FBOVESPA Annual General Meeting ..... 18
B.2. Matters to be resolved on at the Extraordinary Shareholders’ Meeting of
BM&FBOVESPA ............................................................................................................. 25
C. Documents Pertaining to the Matters to be resolved on at the Annual and
Extraordinary Shareholders’ Meetings of BM&FBOVESPA ........................................ 35

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MANAGEMENT PROPOSAL AND GUIDELINES ON PARTICIPATING IN
THE BM&FBOVESPA ANNUAL AND EXTRAORDINARY
SHAREHOLDERS MEETINGS OF 04/28/2017

CLARIFICATION AND GUIDELINES

This document contains information on the matters to be resolved in relation to the proposal
of Management, as well as the necessary clarification on shareholders’ participation in the
BM&FBOVESPA Annual and Extraordinary Shareholders’ Meetings to be held on April 28,
2017.

The aim of this initiative is to reconcile the practices adopted by the Company for timely and
transparent communication with its shareholders with the requirements of Law No. 6.404, of
December 15, 1976 (“Corporate Law”), and CVM Instruction No. 481, of December 17, 2009
as amended (“CVM Instruction 481”).

Therefore, in compliance with the provisions of the Corporate Law, BM&FBOVESPA will
hold the Annual and Extraordinary Shareholders’ Meetings that are convened as follows:

Date: April 28, 2017
Venue: Praça Antonio Prado, 48, 3rd floor,
Centro, São Paulo/SP – Brazil
Time: 11 a.m.

The following matters on the agenda will be resolved at the Annual Shareholders’ Meeting:

(1) To approve Management’s annual report and the Financial Statements relating to the
fiscal year ended December 31, 2016;

(2) To resolve on the allocation of net income for the year ended December 31, 2016;

(3) To define the number of members that will form the Board of Directors; and

(4) To elect the members of the Board of Directors.

Information on each of the matters to be considered at the Annual Shareholders’ Meeting is
given in item B.1 of this document.

The proposal of the global compensation of the members of the Board of Directors and the

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Executive Board for the year 2017, as well as the ratification of the payments made to the
management in the year 2016, and proposals to amend the Company’s Stock Grant Plan
and Articles of Incorporation, as well as the change of the Company’s corporate name to B3
S.A. – Brasil, Bolsa, Balcão as a result of the business combination transaction with CETIP
S.A. – Organized Markets (“CETIP” and “Transaction”) will be resolved on at the
Extraordinary Shareholders’ Meeting. Information on these proposals is given in item B.2 of
this document.

We remind you that the Transaction was approved by the shareholders at the Extraordinary
Shareholders’ Meeting held on May 20, 2016, subject to approval by the competent
regulatory authorities. The last regulatory approval was issued on March 22, 2017. Thus,
the Transaction was formalized on this date, under the terms of the Protocol and Justification
of Merger of Shares issued by CETIP into Companhia São José Holding, followed by the
Merger of Companhia São José Holding into BM&FBOVESPA (“Protocol”).

A. PARTICIPATION IN ANNUAL AND EXTRAORDINARY
SHAREHOLDERS’ MEETINGS
Shareholders’ participation in the Company’s Shareholders’ Meetings is of paramount
importance.

For this reason, we clarify that the holding of the Annual Shareholders’ Meeting will require
the presence of at least one quarter (1/4) of the Company’s capital stock. The Extraordinary
Shareholders’ Meeting will, in turn, require the presence of at least two thirds (2/3) of the
Company’s capital stock, since amendments to the Articles of Incorporation are being
proposed – what requires a minimum quorum of two-thirds (2/3) based on the Articles of
Incorporation in force. If these quorums are not reached, the Company will issue a new Call
Notice announcing a new date for holding the Annual and Extraordinary Shareholders’
Meetings on a second call, which may take place in the presence of any number of
shareholders. If only the quorum required for the establishment of the Extraordinary
Shareholders’ Meeting is not reached, a new Call Notice will be issued to announce the new
date for the holding of this meeting only, which may then take place in the presence of any
number of shareholders.

The participation of shareholders may be in person, by a duly appointed attorney-in-
fact or by a remote voting system, under the terms of CVM Instruction 481.

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For shareholder’s participation purposes, the submission of the following documents, either
originals or certified copies, will be required:

For individuals  shareholder’s identity document with photograph
or, as the case may be, an identity document with
photograph of the shareholder’s attorney-in-fact
and the respective power of attorney

For legal entities
 the latest by-laws or articles of incorporation and
the corporate documents that prove the
shareholder’s legal representation
 legal representative’s identity document with
photograph

For investment funds  latest regulations of the fund
 by-laws or articles of incorporation of the fund’s
administrator or manager, as the case may be, in
accordance with the fund’s voting policy and the
corporate documents that prove the respective
representation powers
 legal representative’s identity document with
photograph

Note: The Company will not require a sworn translation of documents that have been
originally drawn up in Portuguese, English or Spanish or that are accompanied by a
translation into these languages. The following identity documents with photograph will be
accepted: Identity card (RG), foreigner’s identity card (RNE), driving license (CNH),
passport or officially recognized professional membership cards.

A.1. Guidelines on Personnel Attendance

Shareholders who wish to participate in the Company’s Annual and Extraordinary
Shareholders’ Meetings in person are kindly requested to come to Praça Antonio Prado, No.
48, 3rd floor, on April 28, 2017, from 10:30 a.m., bearing the aforesaid documents.

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A.2. Guidelines on Participation via Distance Vote Bulletin

The Company will provide the remote voting system established by article 21-A of CVM
Instruction 481.

In this context, shareholders may send their voting instructions on the agenda of the
Meetings as from today’s date:

(i) by instructing their custody agent providing this service on the completion of the
remote voting form, in the case of shareholders with shares deposited with a
central securities depository;

(ii) by instructing the bookkeeping agent of the Company, Banco Bradesco S.A., in
the case of shareholders with shares deposited with the bookkeeping agent; and

(iii) by completing the remote voting form and sending it directly to the Company, in
accordance with Attachment I hereto.

In the case of divergence between any remote voting form directly received by the Company
and the voting instructions contained in the full list of votes sent by the bookkeeping agent
for the same CPF or CNPJ tax registration number, the voting instructions contained in the
bookkeeping agent’s voting list will prevail, and the remote voting form directly received by
the Company will be disregarded.

During the voting period, shareholders may change their voting instructions as many times
as they deem necessary, and the last voting instruction received will be acted on by the
Company.

Once the voting period is closed, shareholders may no longer change the voting instructions
already sent. If a shareholder considers that a change is necessary, such shareholder must
attend the Shareholders’ Meeting in person, bearing the documents required in the table
above, and ask for the voting instructions sent via remote voting form to be disregarded.

A.2.1. Exercise by service providers – remote voting system

Shareholders who opt to exercise their remote voting rights through service providers must
transmit voting instructions to their custody agent or the Company’s bookkeeping agent, in
accordance with the rules established by the latter. Shareholders must therefore contact

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their custody agents or the bookkeeping agent to verify the procedures established by the
latter for the issue of voting instructions via remote voting form, and the documents and
information required by the custody agents for the purpose.

Custody agents will forward the shareholder’s vote received to the BM&FBOVESPA Central
Securities Depository, which, in turn, will create a voting list to be sent to the Company’s
bookkeeping agent.

Under the terms of CVM Instruction No. 481, shareholders must transmit instructions for the
completion of the remote voting form to their custody agents or to the bookkeeping agent
not less than 7 days before the date of the Meetings, that is, by April 21, 2017, unless a
different deadline is established by the custody agents or the bookkeeping agent.

It is worth noting that, as determined by CVM Instruction No. 481, the BM&FBOVESPA
Central Securities Depository, when receiving shareholders’ voting instructions through their
custody agents, will disregard any divergent instructions on the same resolution that have
been issued by the same CPF or CNPJ tax registration number. Additionally, the
bookkeeping agent, also in line with CVM Instruction No. 481, will disregard any divergent
instructions on the same resolution that have been issued by the same CPF or CNPJ tax
registration number.

A.2.2. Sending of the distance vote bulletin by the shareholder directly to the
Company

Shareholders who opt to exercise their remote voting right may alternatively do so directly
to the Company and, in this case, should forward the following documents to Praça Antonio
Prado, 48, 6th floor, Centro, CEP: 01010-901, São Paulo/SP – Brazil, for the attention of the
Investor Relations Officer:

(i) a physical copy of Attachment I hereto, duly completed, initialed and signed; and

(ii) a certified copy of the documents described in the table of item A above, as
appropriate.

Shareholders may also, if they prefer, send scanned copies of the documents referred to in
(i) and (ii) above via email to ri@bmfbovespa.com.br, in which case they must also send the
original remote voting form and certified copies of the other documents required by April 25,
2017 to Praça Antonio Prado, 48, 6th floor, Centro, CEP: 01010-901, São Paulo/SP – Brazil,

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c/o Investor Relations Officer.

Once the documents referred to in (i) and (ii) above are received, the Company will notify
the shareholder of the receipt of such documents and of their acceptance or refusal, under
the terms of CVM Instruction No. 481.

If any remote voting form forwarded to the Company is not fully completed or accompanied
by the supporting documents described in item (ii) above, it will be disregarded, and the
shareholder will be notified at the email address indicated in item 3 of the remote voting
form.

The documents referred to in (i) and (ii) above must be filed with the Company not less than
3 days before the date of the Annual and Extraordinary Shareholders’ Meetings, that is, by
April 25, 2017. Any remote voting forms received by the Company after this date will be
disregarded.

A.3. Guidelines on Participation by means of an attorney-in-fact

A.3.1. Physical Proxy

Proxies must be granted in the traditional manner as physical instruments.

The individual shareholder may be represented, under the terms of article 126, paragraph 1
of Brazilian Corporate Law, through a proxy appointed within the past one (1) year, who
must be (i) a shareholder, (ii) an attorney (iii) a financial institution, or (iv) an officer of the
Company.

For legal-entity shareholders, as per the CVM Board’s decision at its meeting held on
November 4, 2014 (CVM Process RJ2014/3578), the Company shall not require the agent
to be (i) a shareholder, (ii) an attorney, (iii) a financial institution or (iv) an officer the
Company, and these shareholders must be duly represented in the manner required by their
corporate documents.

If a shareholder cannot be represented by the proxy of their choice, the Company will provide
the names of three attorneys able to represent them in strict accordance with the voting
guidance provided by said shareholder:

1) To vote IN FAVOR of the matters on the agenda:

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Sônia Aparecida Consiglio Favaretto, Brazilian, married, journalist, with address at
Praça Antonio Prado, No. 48, in the capital of the state of São Paulo, bearer of ID card
(RG) No. 15.895.199-2 - SSP/SP and enrolled with the Individual Taxpayer Register of
the Ministry of Finance (CPF/MF) under No. 091.199.808-092.

2) To vote AGAINST the matters on the agenda:

Érico Rodrigues Pilatti, Brazilian, single, attorney, domiciled in the capital of the state
of São Paulo at Praça Antonio Prado, No. 48, registered with the São Paulo chapter of
the Brazilian Bar Association (OAB/SP) under No. 235.366 and enrolled with the
Individual Taxpayer Register of the Ministry of Finance (CPF/MF) under No.
221.402.578-20.

3) To ABSTAIN on matters on the agenda:

André Grunspun Pitta, Brazilian, married, attorney, domiciled in the capital of the state
of São Paulo at Praça Antonio Prado, No. 48, registered with the São Paulo chapter of
the Brazilian Bar Association (OAB/SP) under No. 271.183, and enrolled with the
Individual Taxpayer Register of the Ministry of Finance (CPF/MF) under No.
316.939.698-66.

The model proxy instrument for these purposes is shown below.

We note that the Company will not require the signature to be notarized or the proxy
instruments granted by the shareholders to their respective representatives to be
consularized, nor will it require a certified or sworn translation of the powers of attorney and
documents drafted in or translated into Portuguese, English or Spanish.

MODEL PROXY

PROXY

(“SHAREHOLDER”), [DESCRIPTION] (“Grantor”), in its capacity as a shareholder of
BM&FBOVESPA S.A. - Bolsa de Valores, Mercadorias e Futuros (“Company”),
names and appoints as its proxy:

Sônia Aparecida Consiglio Favaretto, Brazilian, married, journalist, with address at
Praça Antonio Prado, No. 48, in the capital of the state of São Paulo, bearer of ID
card (RG) No. 15.895.199-2 - SSP/SP and enrolled with the Individual Taxpayer
Register of the Ministry of Finance (CPF/MF) under No. 091.199.808-09, to vote IN

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FAVOR of the matters on the agenda, in accordance with the express guidance given
below by Grantor;

Érico Rodrigues Pilatti, single, attorney, domiciled in the capital of the state of São
Paulo at Praça Antonio Prado, No. 48, registered with the São Paulo chapter of the
Brazilian Bar Association (OAB/SP) under No. 235.366 and enrolled with the
Individual Taxpayer Register of the Ministry of Finance (CPF/MF) under No.
221.402.578-20, to vote AGAINST the matters on the agenda, in accordance with the
express guidance given below by Grantor;

André Grunspun Pitta, Brazilian, married, attorney, domiciled in the capital of the
state of São Paulo at Praça Antonio Prado, No. 48, registered with the São Paulo
chapter of the Brazilian Bar Association (OAB/SP) under No. 271.183, and enrolled
with the Individual Taxpayer Register of the Ministry of Finance (CPF/MF) under No.
316.939.698-66, to ABSTAIN from voting on the matters on the agenda, in
accordance with the express guidance given below by Grantor;

granting them powers to attend, examine, discuss, vote and sign the minutes and
shareholder attendance list on behalf of Grantor, at the Company’s Annual and
Extraordinary Shareholders’ Meetings to be held on April 28, 2017, at 11:00 a.m., at
the Company’s principal place of business, at Praça Antonio Prado, no. 48, Centro,
city of São Paulo, state of São Paulo, in strict accordance with the guidance
determined below concerning the matters on the agenda.

Agenda

I - At the Annual Shareholders’ Meeting:

(1)To approve the Management’s annual report and the Financial Statements relating
to the fiscal year ended December 31, 2016;

For ( ) Against ( ) Abstain ( )

(2)To resolve on the allocation of the net income for the year ended December 31,
2016;

For ( ) Against ( ) Abstain ( )

(3) To define that the Board of Directors will be composed by 13 members or, if
approved by the Extraordinary Shareholders’ Meeting of April 28, 2017, the
amendment to the interim provision of the by-laws to increase from 13 to 14 the
maximum number of members of the Board of Directors (as per item 3(J) below), with
the Board of Directors being composed by 14 members.

For ( ) Against ( ) Abstain ( )

(4) To elect members of the Board of Directors as per the slate proposed by the
Company’s Management.
For ( ) Against ( ) Abstain ( )

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II - At the Extraordinary Shareholders’ Meeting:

(1) To resolve on amendments to the Company’s Stock Grant Plan, as proposed by
Management.

For ( ) Against ( ) Abstain ( )

(2) To resolve on the change of the Company’s corporate name to B3 S.A. – Brasil,
Bolsa, Balcão.

For ( ) Against ( ) Abstain ( )

(3) To resolve on the amendment to the following articles of BM&FBOVESPA’s By-
laws, as proposed by the Company’s Management:

(a) If the resolution under item 2 above is approved, to reflect the new name of the
Company by amending the following items (using the new numbering): Article 1, main
provision, paragraphs 1 and 2; Article 24, paragraph 1; Article 50, paragraph 2 “c”;
Article 51, sole paragraph “d”; Article 63, paragraph 1; Articles 65, 66, 73; 75,
paragraph 1 “b”; and Article 81;

For ( ) Against ( ) Abstain ( )

(b) to enlarge the corporate purpose of BM&FBOVESPA to include activities included
in the corporate purpose of CETIP S.A. – Mercados Organizados (“CETIP”) in view
of the business combination of the two companies (“Transaction”), by including new
items VII, VIII and IX in Article 3;

For ( ) Against ( ) Abstain ( )

(c) To amend Article 5 to reflect the increase in share capital resulting from the merger
of Companhia São José Holding approved at the Extraordinary Shareholders’
Meeting of May 20, 2016, in order to facilitate the Transaction, according to the
registration of the number of shares and the value of the share capital undertaken by
the Board of Directors on March 28, 2017;

For ( ) Against ( ) Abstain ( )

(d) To define a new structure for the Company’s Executive Board, by means of (d.1)
amending the wording of Article 12, paragraph 7; Article 17, main provision and
paragraphs 1 and 2; Article 20, sole paragraph; Article 22, paragraph 2; Article 26,
paragraph 8; Article 29, idents “b” and “c”; Article 30, paragraph 1; Article 31; Article
32, main provision and paragraphs 3 and 4 (new numbering); Article 33; Article 34,
main provision and paragraphs 1 and 2; Article 35, main provision and idents “a”, “b”,
“c”, “g” (new numbering) and paragraph 1; new Article 37, main provision; new Article
40; new Article 41, Article 43, idents “b” and “c” and paragraph 2; Article 44; Article
49, sole paragraph, ident “g”; Article 51, sole paragraph, ident “e”; Article 52,

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paragraph 1, idents “c” and “d” and paragraph 2; and new Article 80; (d.2) inclusion
of subsection on the Joint Board of Officers and of Article 32, paragraphs 1 and 2; of
new Articles 36; 37, idents “a”, “b” and “r”; 38 and 39 including paragraphs and idents;
Article 42; new ident “a” of Article 43; and Article 49, sole paragraphs, idents “h” and
“i”; and (d.3) the exclusion (using the former numbering) of Articles 10, paragraph 5;
36; 37; 41; 42, main provision and idents; and 43, paragraph 3;

For ( ) Against ( ) Abstain ( )

(e) To rebalance the duties of the Company’s management bodies by (e.1) adjusting
the wording of Article 29, idents “h”, “l”, “m” and “o”; Article 30, ident “a” and paragraph
1; Article 35, ident “b”, and new idents “f”; former Article 38, formers idents “e”, “f” and
“h”; (e.2) inclusion of Article 35, idents “l” and “m”; Article 37, idents “j” to “p”, and
paragraphs 1 and 2; Article 49, sole paragraph, ident “p” (new numbering in all cases);
and; (e.3) exclusion (former numbering) of Article 29, ident “r”; Article 30, idents “h”
and “i”; Article 35, idents “f”, “i”, “n” and “q” and paragraphs 3 and 4; Article 38, ident
“d”, sole paragraph; and Article 52 paragraph 1, ident “e”;

For ( ) Against ( ) Abstain ( )

(f) To reflect, in the new paragraph 2 of Article 29, the rule of the Internal Regulations
of the Board of Directors which sets forth that any election of a member or change in
the membership of the Products and Pricing Committee requires the favorable vote
of 90% of the members of the Board of Directors;

For ( ) Against ( ) Abstain ( )

(g) To adapt the By-Laws to the terms of the Concentration Control Agreement
approved by the Brazilian Antitrust Authority (CADE) in respect of the Transaction, by
means of amendments to the new ident “g” of Article 35; and inclusion of Article 51,
sole paragraph, idents “f” and “g”;

For ( ) Against ( ) Abstain ( )

(h) In compliance with the By-Laws of CETIP, to create Services Management
Committees for the Clearinghouses, by including ident “g” in Article 45 and the new
Articles 54 to 56 in a subsection of their own headed “Services Management
Committees for the Clearinghouses”;

For ( ) Against ( ) Abstain ( )

(i) To explain the reach of the indemnification by the Company, to amend the wording
of the new Article 83;

For ( ) Against ( ) Abstain ( )

(j) To increase from 13 to 14 the maximum number of members of the Board of
Directors, to remain in effect for 2 years, by amending the new Article 87;

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For ( ) Against ( ) Abstain ( )

(k) To amend the wording of Articles 3, sole paragraph, idents “d” and “e”; 8,
paragraph 2; 10, main provision; 12, paragraph 4; 21, main provision and sole
paragraph; 22, main provision; 26, paragraph 5; 28, paragraph 1; 29, idents “j”, “m”,
“o” and “p”; 30, idents “d”, “e” and “g”; 33; 35, new ident “h”; 49, main provision; 52,
main provision and paragraph 1, ident “d”; 53, main provision; new Article 60,
paragraph 3; new Article 63, main provision;; new Article 73, sole paragraph; new
Article 75, paragraph 5, idents “a” and “c”; and new Article 87;

For ( ) Against ( ) Abstain ( )

(l) For the purposes of renumbering and amending or including cross-references, to
amend (former numbering) Articles 3, items VII and VIII; 7, main provision; 15, main
provision and paragraph 1; 22, main provision; 29, ident “g” and idents “s” to “x” and
sole paragraph; 30, idents “e”, “j” to “l” and paragraph 2; 32, paragraphs 1 and 2; 34,
main provision; 35, idents “g”, “h”, “j” to “m”, “o”, “p”, “r”, “s” and paragraph 1; 38, main
provision and idents “a” to “h”; 39; 40; 43, idents “a” to “c”; 49, sole paragraph, idents
“h” to “n”; 51, sole paragraph, idents “e” and “f”; Article 52, paragraph 1, ident “f”; 53,
sole paragraph, ident “g”; main provision of Articles 54 to 71; Article 72, main provision
and paragraphs 2 and 3, paragraph 4 and its ident “a”, paragraph 5, ident “a” and
paragraph 6; main provision of Articles 73 to 84; and

For ( ) Against ( ) Abstain ( )

(m) to restate the amendments to the By-laws approved in this Meeting.

For ( ) Against ( ) Abstain ( )

(4) to Ratify the payments made to the management in 2016 in the amount of
R$1,360,218.02, which represents an increase of approximately 2.76% in relation to
the global amount approved in the Annual Shareholders’ Meeting held on April 18,
2016.

For ( ) Against ( ) Abstain ( )

(5) to set for the year of 2017 the global compensation of the members of the Board
of Directors in up to R$12,494.00 thousand and of the members of the Executive
Board in up to R$154,345.00 thousand.

For ( ) Against ( ) Abstain ( )

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For the purposes of granting this power of attorney, the proxy agent shall have limited
powers to attend Annual and Extraordinary Shareholders’ Meetings on first and
second calls, if applicable, and to cast votes in accordance with the above-mentioned
voting guidance. The proxy agent shall not be required to take any measures other
than those necessary to comply with this proxy instrument. The proxy agent is hereby
authorized to refrain from any discussion or vote or matter for which they have not
received, at their discretion, sufficiently specific voting guidance.

This proxy is valid only for the Company’s meetings referred to herein, whether on
first or second call.

[city], [month] [day], [2017]

_____________________________
Grantor
By: [name]
[position]

A.3.2. Pre-Accreditation

The documents referred to in “A” and “A.3.1” may be delivered to BM&FBOVESPA’s
headquarters no later than the time of starting the Shareholders’ Meetings.

However, in order to facilitate shareholders’ access to the Shareholders’ Meetings, we are
asking for these documents to be delivered as far in advance as possible as of April 3, 2017.

The documents must be delivered to Praça Antonio Prado, 48, 6º andar, Centro, CEP:
01010-901, São Paulo/SP - Brazil, for the attention of Diretoria de Relações com
Investidores, e-mail: ri@bmfbovespa.com.br.

B. MANAGEMENT PROPOSAL

BM&FBOVESPA’s Management is submitting the following proposals to the Annual General
and Extraordinary Shareholders’ Meetings to be held on April 28, 2017.

B.1. Matters to be resolved at the BM&FBOVESPA Annual General Meeting

Under Brazilian Corporate Law, an Annual General Meeting must be held within four months
of the end of the fiscal year, to resolve on the financial statements, allocation of net income,
and to elect members of the Board of Directors if applicable.

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The following are BM&FBOVESPA Management’s explanations in relation to each of the
items of the proposal to be resolved at the Annual General Meeting of April 28, 2017:

Item One To approve the Management’s annual report and the Financial Statements
relating to the fiscal year ended December 31, 2016;

Management Report and the Company’s Financial Statements prepared by
BM&FBOVESPA’s Management, together with the independent auditors’ report and Audit
Committee’s report for the fiscal year ended December 31, 2016, and published on February
20, 2017 in Valor Econômico newspaper and on February 21, 2017 in the “Official Gazette
of the State of São Paulo” (DOESP), were approved by the Board of Directors at its meeting
held on February 17, 2017.

Financial Statements

The Financial Statements show the Company’s economic and financial condition, as well as
changes in equity during the year, thus enabling shareholders to assess BM&FBOVESPA’s
equity position and profitability.

The financial statements are prepared based on the International Financial Reporting
Standards (IFRS) issued by the International Accounting Standards Board (IASB) and
interpretations issued by the International Financial Reporting Interpretations Committee
(IFRIC), implemented in Brazil through the Accounting Pronouncements Committee (CPC)
and its technical interpretations and guidelines approved by the Brazilian Securities
Commission. These Financial Statements comprise the Balance Sheet, Income Statement,
Statement of Comprehensive Income, Statement of Changes in Shareholders’ Equity,
Statement of Cash Flows and Statement of Value Added. The Financial Statements are
supplemented by explanatory notes in order to assist shareholders’ analysis and
understanding of these Statements.

Management Report

The Financial Statements are submitted together with the Management Report, a document
providing comprehensive financial information such as the main accounts of the Income
Statement for the fiscal year then ended, as well as non-financial, statistical and operational
information, such as information related to the Company’s staff, subsidiaries, social
responsibility, corporate governance and the capital market.

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Independent Auditors’ Report

Ernst&Young Auditores Independentes has examined the Financial Statements and issued
an opinion concluding that they present fairly, in all material respects, the financial and equity
condition of BM&FBOVESPA and its subsidiaries as of December 31, 2016.

Documents Submitted by the Company’s Management

The following documents related to this item on the agenda are available to shareholders at
the Company’s headquarters, on its Investor Relations website, and on the websites of
BM&FBOVESPA and the Brazilian Securities Commission (CVM):

(a) Management Report
(b) Financial statements for fiscal year 2016;
(c) Officers’ comments on BM&FBOVESPA’s financial condition as required by item 10
of the Reference Form pursuant to Instruction 480 of December 7, 2009, issued by
the Brazilian Securities Commission (“CVM Instruction 480”), which are also shown
in Attachment II hereto;
(d) Independent Auditors’ Report
(e) Standardized Financial Statement form (local acronym DFP); and
(f) The Audit Committee’s report submitting its conclusions in relation to its activities in
2016.

Item Two Resolve on the proposed allocation of net income for the fiscal year ended
December 31, 2016

The R$1,446,263,098.70 net income recorded by BM&FBOVESPA in the fiscal year ended
December 31, 2016 corresponds to the result obtained in that year after deducting the
provision for income and social contribution taxes.

At its meeting held on February 17, 2017, the Company’s Board of Directors proposed to
allocate said net income for the fiscal year ended December 31, 2016 as follows:

(i) R$900,000,000.00 to the mandatory dividends account. This amount has already
been fully paid to shareholders through interest on shareholders’ equity for the
fiscal year 2016; and

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(ii) R$546,263,098.70 to create a statutory reserve for investments and to compose
the Company’s funds and safeguard mechanisms

Information on the allocation of net income required by Attachment 9-1-II of CVM Instruction
481 is included in Attachment III hereto.

Item Three To define the number of members to comprise the Board of Directors

The current Board of Directors of the Company is composed of 10 members.

At the Extraordinary Shareholders’ Meeting held on May 20, 2016, in line with the Protocol
entered into as part of the Transaction and also approved at said Meeting, article 84 was
included in the By-Laws of BM&FBOVESPA in effect, which contain an interim provision
establishing an increase in the maximum number of members of the Board of Directors from
11 to 13 members, for the term of 2 years, provided that these two additional Directors would
be appointed after all regulatory approvals of the Transaction are obtained from the
applicable bodies, by the board of directors of CETIP among its current independent
directors and/or statutory officers, and approved by the Corporate Governance and
Nomination Committee and by the Board of Directors of BM&FBOVESPA, and subsequently
submitted to election by the Shareholders’ Meeting of BM&FBOVESPA.

Besides, especially for purposes of supporting the successful integration and ensure the
presence of experienced members in the CETIP business, it is being proposed, in
accordance with item B.2 below, that the interim provision set forth in article 84 of the By-
Laws of BM&FBOVESPA in effect be amended in order to established that, instead of a
maximum of 13 members, the Board may be composed of up to 14 members for the same
term of 2 years. Accordingly, in addition to the 2 candidates indicated by the Board of
Directors of CETIP, a third additional candidate, to be indicated by the Board of Directors of
BM&FBOVESPA, can comprise said management body of BM&FBOVESPA on a temporary
basis.

After the clarifications above, it is proposed that the Board of Directors be composed of 13
members or, if the amendment to the interim provision of the By-Laws is approved by the
Extraordinary Shareholders’ Meeting of April 28, 2017 to increase the maximum number of
members of the Board of Directors from 13 to 14 (in accordance with item B.2 below), that
the Board of Directors be composed of 14 members.

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Item Four To elect the members of the Board of Directors

The current Board of Directors of BM&FBOVESPA was elected at the Annual
Shareholders’ Meeting of March 30, 2015, with a term of office until the Annual
Shareholders’ Meeting to be held in 2017, except for Mr. Laércio José de Lucena Cosentino,
who was elected at the Annual Shareholders’ Meeting of April 18, 2017, to fulfill the same
term of office of the other Directors.

Director Claudio Luiz da Silva Haddad manifested his intention to leave the Board of
Directors of BMF&BOVESPA as from the next term of office, and Mr. Charles Peter Carey
resigned the position of member of the Board of Directors of the Company with effects as
from January 20, 2017

For the election of the members of the Board of Directors who will hold office from the Annual
Shareholders’ Meeting of 2017, until the Annual Shareholders’ Meeting of 2019, the Board
of Directors, on the recommendation of the Corporate Governance and Nomination
Committee, has approved the slate with the names of the candidates of BM&FBOVESPA
Board of Directors, in accordance with article 23 of the Company’s Articles of Incorporation.

Please note that, as described above, the interim provision set forth in article 84 of the By-
Laws of BM&FBOVESPA in effect establishes that two additional Directors will be indicated
by the board of directors of CETIP among its current independent directors and/or statutory
officers, and approved by the Corporate Governance and Nomination Committee and by the
Board of Directors of BM&FBOVESPA, and subsequently submitted to election by the
Shareholders’ Meeting of BM&FBOVESPA.

For that purpose, in accordance with the indication of the Board of Directors of CETIP on
March 27, 2017 and subsequent ratification by the Corporate Governance and Nomination
Committee and by the Board of Directors of BM&FBOVESPA on March 28, 2017, the
Management slate is composed of Messrs. Edgar da Silva Ramos and José Lucas Ferreira
de Melo, who acted as independent members of the Board of Directors of CETIP.

Besides, as also described above, it is being proposed, in accordance with item B.2 below,
that the interim provision set forth in article 84 of the By-Laws of BM&FBOVESPA in effect
be amended to establish that, instead of a maximum of 13 members, the Board may be
composed of up to 14 members for the same term of 2 years. Accordingly, in addition to the

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2 candidates indicated by the Board of Directors of CETIP, a third additional candidate, to
be indicated by the Board of Directors of BM&FBOVESPA, could comprise said
management body of BM&FBOVESPA on a temporary basis.

For that purpose, the slate proposed by the Management also includes Mr. José Roberto
Machado Filho, especially in view of his experience and vision in the retail area. However,
note that the effectiveness of his election is conditioned to approval, by the Extraordinary
Shareholders’ Meeting of April 28, 2017, in accordance with item B.2 below, to the
amendment to the interim provision of the By-Laws to increase the maximum number of
members of the Board of Directors from 13 to 14, as well as to subsequent approval of the
new statutory provisions by the Brazilian Securities Commission. As a result, Mr. José
Roberto Machado Filho forms part of the slate on a conditioned basis.

After the clarifications above, we inform that the slate proposed by the BM&FBOVESPA
management consists of the following candidates:

Candidates for re-election:

Candidates for Independent Members of the Board of Directors: Messrs. Antonio Carlos
Quintella, Laércio José de Lucena Cosentino, Luiz Antonio de Sampaio Campos, Luiz
Fernando Figueiredo, Luiz Nelson Guedes de Carvalho and Pedro Pullen Parente.

Candidates for Members of the Board of Directors: Messrs. Denise Pauli Pavarina, Eduardo
de Mazzilli Vassimon, José de Menezes Berenguer Neto.

New Appointments:

Candidates for Independent Members of the Board of Directors: Messrs. Edgar da Silva
Ramos, Florian Bartunek, Guilherme Affonso Ferreira and José Lucas Ferreira de Melo.

Candidates for Members of the Board of Directors: Mr. José Roberto Machado Filho.

The Company’s Board of Directors must consist of a majority of independent directors, in
accordance with CVM Instruction 461/07. For the purposes of this Instruction, an
independent member is one who has no connections to: (i) the Company, its direct or indirect
parent company, direct or indirect subsidiaries or joint subsidiaries; (ii) a Company manager,
its direct or indirect parent company or subsidiary; (iii) persons authorized to trade on the

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markets operated by the Company; and (iv) shareholders of 10% or more of the Company’s
voting capital.

Furthermore, and in accordance with the Novo Mercado Regulations, the segment in which
the Company’s shares are traded, an independent director is characterized by: (i) not having
any links to the Company, other than an equity interest; (ii) not being a Controlling
Shareholder, spouse or relative to the second degree, or not being or not having been, in
the last three (3) years, links to the company or entities related to the Controlling Shareholder
(persons connected to public teaching and/or research institutions are excluded from this
restriction); (iii) not having been, in the last three (3) years, an employee or executive officer
of the Company, the Controlling Shareholder or a subsidiary of the Company; (iv) not being
a supplier or buyer, directly or indirectly, of the Company’s services and/or products to an
extent that implies loss of independence; (v) not being an employee or manager of a
company or entity that offers or requires services and/or products to/from the Company to
an extent that implies loss of independence; (vi) not being the spouse or relative to the
second degree of any manager of the Company; and (vii) not receiving other compensation
from the Company beyond that involving the position of member of the board (cash earnings
from equity interests are excluded from this restriction).

The Company’s By-Laws establish that an Independent Director is one who: (i) meets all of
the independence criteria established in the Novo Mercado Listing Regulations and in CVM
Instruction 461/07; and (ii) does not hold a direct or indirect equity interest equal to or
exceeding 7% of the Company’s total capital, or voting capital, or links with shareholders
that do.

Competing slates

Shareholders or group of shareholders wishing to propose another slate to compete for
positions on the Board of Directors may do so in accordance with the prevailing regulations.

Multiple Votes

It should be remembered that shareholders representing at least five per cent (5%) of the
Company’s capital stock can request the adoption of the multiple vote process in the election
of members to sit on the Board of Directors, provided they do so forty-eight (48) hours in
advance of the data set for holding the Annual Shareholders’ Meeting.

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Where board members are elected under the multiple vote process, each share is attributed
as many votes as there are board members to be elected, and shareholders are allowed to
accumulate votes in a single candidate or allocate them to several candidates. The election
of directors using multiple votes is a facility instituted by Brazilian Corporate Law for the
purpose of allowing non-controlling shareholders greater probability of electing candidates
to positions on the Board of Directors, as a counterfoil to the dominance of the controlling
shareholder in the resolutions of the shareholders’ meeting. BM&FBOVESPA is a company
with diffuse shareholding control, so that it has no controlling shareholder.

It is worth mentioning that the shareholders voting by remote voting form may, at their
discretion, anticipate their votes in the format of a multiple vote in the event that a request
is made within the legal term.

In accordance with article 10 of CVM Instruction 481, information about the candidates for
members of the Board of Directors comprising the slate proposed by the management, as
required by sections 12.5 to 12.10 of the reference form provided for in CVM Instruction 480,
including their respective resumes, are shown in Attachment IV hereto.

B.2. Matters to be resolved on at the Extraordinary Shareholders’ Meeting of
BM&FBOVESPA

In accordance with Brazilian Corporate Law, the Extraordinary Shareholders’ Meeting shall
be convened to resolve on any subject matters not dealt with at the Annual Shareholders’
Meeting, namely: financial statements, allocation of net income, and the election of the
members of Board of Directors (as the case may be), as already described in section B.1
above.

This Extraordinary Shareholders’ Meeting was convened to resolve on (i) the change in the
Company’s Stock Grant Plan; (ii) change in the Company’s corporate name; (iii)
amendments to the Company’s Articles of Incorporation; (iv) ratification of the payments
made to the management in year 2016; ando (v) global compensation of the members of
the Board of Directors and the Executive Board for year 2017, as well as. Below is the
clarification provided by the BM&FBOVESPA management concerning these items to be
discussed at this Extraordinary Shareholders’ Meeting:

Item One Change in the Company’s Stock Grant Plan, under the terms of the

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Management Proposal.

The Stock Grant Plan is a long-term compensation instrument adopted by the Company the
purpose of which is to grant, to the managers and employees of the Company and its direct
or indirect controlled companies, the opportunity to become shareholders of the Company,
consequently obtaining a greater alignment of its interests with that of the shareholders and
sharing of capital markets risks, as well as to enable the Company and its controlled
companies to attract and retain managers and key employees.

Established by the Annual Meeting of 2014, this model currently adopted by the Company
demands continuous improvements to keep its competitiveness, effectiveness of retention
and alignment of interests. Therefore, some changes are being proposed at this Annual
Meeting in order to bring more efficiency to this important portion of the global compensation
for managers and employees, reinforcing the alignment of interests between the latter and
the shareholders of the Company.

The proposals include:

 the possibility of the shares granted to the Plan Beneficiaries being entitled to
dividends or other compensation paid by the Company, so as to convert the rights of
the Beneficiaries of the Concession Plan with the rights of the Company’s
shareholders as regards dividends and other remuneration paid, extending in an
efficient manner the alignment of interests among the Beneficiaries of the Concession
Plan and shareholders of the Company;
 that the Plan should alternatively start offering the possibility of transfer of the shares
at the time of granting to the Beneficiaries, provided that a period of unavailability of
these shares by the Beneficiaries is established, that is, provided that a lock-up of the
shares is imposed. The possibility of transfer only after the vesting periods will be
retained in the Plan, and the Board of Directors must, therefore, when approving the
grant programs, define what delivery procedures may be adopted; and
 that the Beneficiary may receive, exclusively in the case of dismissal by the
Company, the prorated amount of the shares for which vesting or lock-up periods are
still in force.

Additional information on the proposals to change the Grant Plan can be found in the new
Plan draft and in Attachment 13 to CVM Instruction 481, contained in Attachments V and VI

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hereto, respectively.

Item Two To resolve on the change in the Company’s corporate name to B3 S.A. –
Brasil, Bolsa, Balcão.

The formalization of the Transaction, by combining the talents and forces of
BM&FBOVESPA and CETIP, will represent a milestone in the Brazilian financial and capital
markets from the organization of a company with a world class market infrastructure of great
systemic importance, prepared to compete in a global market that is increasingly
sophisticated and challenging, increasing the security, solidity and efficiency of the Brazilian
market.

Therefore, to reflect this new stage and for the combined Company to be already borne with
a proper identity, we propose the change in the Company’s corporate name to B3 S.A. –
Brasil, Bolsa, Balcão, and once approved, this name will be reflected in the Company’s By
- Laws.

Item Three To resolve on amendments to BM&FBOVESPA’s By-Laws, as proposed by
the management.

Upon the formalization of the Transaction on March 29, 2017, Management proposes that
the shareholders resolve on some amendments to the By-Laws to be adopted by the
combined company.

In summary, the proposals for amendment presented, in addition to other adjustments to the
wording and numbering, are as follows:

(i) reflect the change in the Company’s corporate name if this is approved at the
Annual Shareholders’ Meeting according to Item Two of the agenda of the
Extraordinary General Meeting;

(ii) expand the corporate purpose of the Company in order to contemplate the
activities that are currently set forth in the corporate purpose of CETIP;

(iii) reflect the capital increase due to the merger of Companhia São José Holding
approved at the Extraordinary Shareholders’ Meeting of May 20, 2016, which was
registered by the Board of Directors at a meeting held on March 28, 2017;

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(iv) define a new structure for the Company’s Board, increasing the maximum number
of members of the Board and creating a collegiate body that will integrate the
Board, which is to be referred to as Collegiate Board, in line with the Company’s
commitment to always seek for improvement of its governance;

(v) rebalance the attributions of the management bodies, so as to optimize the
Company’s decision-making and governance processes, reinforcing the
Company’s commitment to constantly improve its governance;

(vi) replicate the rule of the Board of Directors’ Internal regulation that any election of
member or change in the composition of the Products and Pricing Committee
should require the favorable vote of 90% of the members of the Board of Directors;

(vii) adapt the By-Laws to the terms of the Merger Control Agreement approved by the
Brazilian Antitrust Authority (CADE) in relation to the Transaction;

(viii) create Service Management Committees for the Clearinghouses, as currently set
forth in the Articles of Incorporation of CETIP as a statutory advisory body of the
Company’s Board of Directors;

(ix) clarify the scope of the indemnity commitment by the Company to the managers
and employees that hold management positions in the Company or its
subsidiaries or that have been appointed to statutory positions in entities in which
the Company holds an interest;

(x) increase the maximum number of members of the Board of Directors from 13 to
14, which will be effective for 2 years, thus allowing the Board of Directors to have
two more members involved in the integration activities to be addressed with the
due priority.

The comparative table highlighting the proposed amendments to the By-Laws, including
their justifications and the restated version, as required by CVM Instruction 481, can be
found in Attachment VII and Attachment VIII to this document.

Item Four To ratify the payments made to the management in fiscal year 2016 in the
amount of R$1,360,218.02, which represents an increase of approximately
2.76% compared to the aggregate amount approved at the Annual

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Shareholders’ Meeting held on April 18, 2016

Although a global compensation limit in the amount of up to R$49,227,000.00 for the
managers of the Board of Directors and the Executive Board was approved at the Annual
Shareholders’ Meeting of BM&FBOVESPA held on April 28, 2016, as a result of events that
were not expected when the proposal submitted to the Shareholders’ Meeting was prepared,
such as terminations and new hiring, indemnity arising out of the discontinuation of the
automobile benefit, and difference between the adjustment of the projected collective
bargaining agreement and that actually defined by the Workers’ Union, the compensation
actually paid to the managers amounted to R$50,587,218.02, so that ratification of the
payment of said difference in the amount of R$ 1,360,218.02 is proposed.

Item Five To set the global compensation amount payable in 2017 to the members of
the Board of Directors and of the Executive Board

At a meeting held on March 24, 2017, the Company’s Board of Directors resolved that the
proposed annual global compensation to be submitted to the Annual Shareholders’ Meeting
is R$12,494 thousand at most for the Board of Directors and is R$154,345 thousand at most
for the Executive Board. These compensation amounts refer to the period from January to
December 2017 and were impacted by changes in the governance structure of the Company
and non-recurring items, as explained below.

This proposal is based on the Company’s new governance structure, in accordance with the
proposal of amendment to the By-Laws also submitted to resolution of the Shareholders’
Meeting to be held on April 28, 2017, and which covers, as detailed below: i) temporary
increase in the number of members of the Board of Directors; and ii) definite increase in the
number of Statutory Officers.

The proposal of compensation of the Statutory Executive Board for fiscal year 2017 also
includes non-recurrent items arising out of committed retentions and terminations, both of
them relating to the restructuring of the Company’s staff of Officers as a result of the
business amalgamation with CETIP. The retentions will be carried out by means of long-
term incentive mechanisms, with term of 4 years, and are intended to reinforce the alignment
and commitment of the executives in critical positions for this period of transition. Severance
amounts, in turn, are composed of short- and long-term installments and are conditioned to
commitments of cooperation, non-compete, non-solicitation and use of confidential

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MANAGEMENT PROPOSAL AND GUIDELINES ON
PARTICIPATING IN MEETINGS
ANNUAL AND EXTRAORDINARY SHAREHOLDERS’ MEETINGS OF 04/28/2017

information. The estimated amount with said events will be R$81,264 thousand, not
considering social charges (National Social Security Institute - INSS and Unemployment
Compensation Fund - FGTS).

Thus, in order to enable a more detailed analysis by shareholders, below is a presentation
of the amount proposed, taking into account only those recurring items provided to the Board
of Directors and to the Executive Board in 2017:

Proposal of Compensation for Fiscal Year 2017 (R$M)
(not considering Non-Recurrent items of the Integration)
Short Term Long Term
Fixed
MANAGERS Benefits Variable Variable TOTAL
Compensation
Compensation Compensation
Directors 9,549 - - 2,945 12,494
Executive Officers 17,132 2,099 30,890 22,960 73,081
Total 26,681 2,099 30,890 25,905 85,575

As advanced above, if the items highlighted as non-recurrent are disregarded, the proposal
of global annual compensation would amount to R$85,575 thousand compared with the sum
of the compensation of the Board of Directors and Statutory Executive Board of the two
companies in fiscal year 2016, which was R$116,054 thousand. The main items that would
have an impact on the proposal of global compensation for 2017, already deducting these
non-recurrent impacts, are as follows:

a) Increase in the number of Statutory Officers: aiming at improving the Company’s,
governance structure, the number of Statutory Officers is being increased from up to
7 to up to 19 Statutory Officers, in addition to the CEO. These new positions will be
held by employees who already held a position of non-statutory officer in the
Company, and consequently their compensation packages were already included in
the Company’s expenses, but were not submitted for approval of the Shareholders’
Meeting. As a result, this change, in addition to improving the governance structure,
will not result in significant changes to the Company’s expenses and is expected to
provide increased visibility to the shareholders on the compensation of this group. It
is worth noting that this change will solely generate effects as from May 2017, so this
proposal does not consider short long term (sic) compensation occurred between

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MANAGEMENT PROPOSAL AND GUIDELINES ON
PARTICIPATING IN MEETINGS
ANNUAL AND EXTRAORDINARY SHAREHOLDERS’ MEETINGS OF 04/28/2017

January and April 20171. The amounts relating to this period, which are not included
in said proposal, are estimated as R$20,165 thousand.

b) Increase in the number of members of the Board of Directors: also aiming at improving
the Company’s governance structure and include three candidates indicated by CETIP,
in such a manner as to expand the knowledge on it in the Board of Directors and
cooperate in the process of integration between the two companies, the number of
candidates that comprise the proposed Management slate is changed to 14 compared to
11 before. This increase is temporary and will have the same duration as the term of
office of the members of the Board of Directors, i.e., until the Shareholders’ Meeting of
2019.

c) Synergies of approximately R$22,500 thousand arising out of the business amalgamation
with CETIP: the business amalgamation between BM&FBOVESPA and CETIP will
provide, among other benefits, synergies of expenses. For comparative effects, the sum
of the compensation of the Board of Directors and the Statutory Executive Board (already
considering the new governance structure referred to in item “a”) of the two companies
paid in fiscal year 2016 was R$116,054 thousand, and if this amount is updated for 20172,
the proposal of global compensation would amount to R$128,240 thousand. The figure
below shows the effects of the items described above:

1 The fixed, short term compensation for the period from January to April, as well as the long term compensation by means
of grant of shares in the beginning of 2017 were not considered in this proposal of compensation for fiscal year 2017.
2 The update for fiscal year 2017 includes 7.44% of weighted collective bargaining agreement (8.56% from Aug/16 to Jul/17

and 6% from Aug/17 to Dec/17) and an increase to the Officers who become statutory.

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MANAGEMENT PROPOSAL AND GUIDELINES ON
PARTICIPATING IN MEETINGS
ANNUAL AND EXTRAORDINARY SHAREHOLDERS’ MEETINGS OF 04/28/2017

Considering the non-recurrent items relating to the aforementioned committed retentions
and terminations, which totalize R$81,264 thousand, the proposal of global compensation
for fiscal year 2017 is R$166,839 thousand, as detailed below:

Proposed Compensation for the 2017 Business Year (R$M)

Short-term Long-term
Fixed Variable Variable TOTAL
MANAGEMENT Benefits
Compensation Compensatio Compensatio
n n
Directors 9,549 - - 2,945 12,494
Officers 17,132 2,099 54,033 86,961 154,345
Total 26,681 2,099 54,033 89,905 166,839

Fixed Compensation

The fixed compensation of the Executive Board consists of 13 salaries a year plus
corresponding vacation pay, adjusted annually under a collective bargaining agreement.

Members of the Board of Directors receive fixed monthly compensation, while additional
fixed monthly compensation is paid those serving on advisory committees to the Board of
Directors, with the Chairman and Vice Chairman of the Board of Directors receiving
additional fixed compensation every six months.

Benefits

The purpose of the benefits package, which includes medical and dental assistance, life
insurance, meal vouchers, a private pension scheme, vehicle usage benefits, check-ups
and the use of a cell phone, is to offer an attractive package that is at least compatible with
the market standards for the performance of similar functions.

Short-term Variable Compensation

With regard to short-term variable compensation, the performance indicators taken into
consideration when determining compensation are: (i) our variable compensation policy,
which is based on the concept of multiple salaries that vary according to the level of each
position; (ii) individual performance appraisals; and (iii) the Company’s global performance

32
MANAGEMENT PROPOSAL AND GUIDELINES ON
PARTICIPATING IN MEETINGS
ANNUAL AND EXTRAORDINARY SHAREHOLDERS’ MEETINGS OF 04/28/2017

indicators as described below.

The total short-term variable compensation established by the Board of Directors, payable
to the Company’s management and employees for the 2017 business year, will represent
4.2% of the Company’s Adjusted EBIT (Earnings before Interest and Tax), which excludes
the expenses referring to the Company’s Stock Grant Plan (principal and labor/social
surcharges), expenses relating to the BM&FBOVESPA/CETIP merger, and other non-
recurring expenses, taking into account that the adjusted expenses target set by the Board
of Directors is actually observed. If the adjusted expenses budgeted for the 2017 business
year are exceeded, the percentage of the adjusted EBIT to be distributed to the
management and employees will be reduced.

Of the total amount of the short-term compensation described above, part will be allocated
to the Statutory Executive Board for distribution according to the multiple salary rules per
level and individual performance. The proposed R$30,980 thousand shown above takes into
account the possibility of individual performance in a target scenario, while it is certain that
the performance appraisal will only take place at the end of the business year.

Long-term Variable Compensation

Long-term variable compensation is structured around the granting of shares within the
scope of the Stock Grant Plan approved at the Extraordinary Shareholders’ Meeting of May
13, 2014. The grants are allocated according to the indicators of the Company’s overall
results, position level and individual potential and performance appraisals, so as to align the
interests of the Company’s management with those of the shareholders in the long term, in
addition to retaining key Company personnel.

In the case the Executive Board, the stock Grant program shall abide by a total minimum
term of three (3) years between the date when the shares are granted, and the last date for
transfer of shares granted. Furthermore, a minimum vesting period of twelve (12) months
must elapse between: (i) the grant date and the first transfer date of any lot of shares, and
(ii) between each transfer date of share lots after the first transfer.

In the case of approximately 36% of the total long-term variable compensation, granting will
only occur conditional on the executive’s commitment to matching by acquisition the
company shares (own shares) and to hold these for the duration of the vesting period as a

33
MANAGEMENT PROPOSAL AND GUIDELINES ON
PARTICIPATING IN MEETINGS
ANNUAL AND EXTRAORDINARY SHAREHOLDERS’ MEETINGS OF 04/28/2017

condition for actually receiving the grant.

As determined by the Board of Directors, grants under the share plan for a given year will
always take place at the beginning of the following business year. Thus, the grant de shares
for the 2016 business year only took place in January 2017, and will therefore only affect
the Company’s expenses as from the 2017 business year until the conclusion of the
program.

Thus, the Board of Directors approved 2 stock Grant programs to commence on January 6,
2017, for the 2016 business year, namely the “2016 BVMF Stock Grant Program” and the
“2016 BVMF Additional Stock Grant Program”.

The estimate in the case of the Statutory Officers reaches a total of R$14,770 thousand
within the “2016 BVMF Stock Grant Program”, and the estimate of R$8,190 thousand under
the “2016 BVMF Additional Stock Grant Program”, where granting will only take place on
the condition of a “matching” commitment from the executive.

The Stock Grant Plan also provides for a specific mechanism for granting shares to
members of the Board of Directors, where they may receive annually, altogether, a total of
up to 172,700 share which represented R$2,945 thousand on January 6, the granting date,
to be distributed evenly among the members of the Board of Directors. Granting is in a single
lot and must respect the vesting period of 2 years from the end of the term of office as a
Director to be effectively transferred.

Specifically in 2017, the proposal of compensation of the Statutory Executive Board also
includes non-recurrent events, such as committed terminations and retentions, required due
to the restructuring of the staff of executives, as referred to above. Accordingly, we are
expecting the grant, as part of the Stock Option Plan, in the amount of R$64,000 thousand
this fiscal year. The retentions which will be made by means of long term incentive
mechanisms must comply with a minimum total term of four (4) years between the date of
grant of the stock and the last date of transfer of granted stock, and are being considered to
reinforce the alignment and commitment of the Executives / Statutory Officers in critical
positions for this transition period. In case of the situations relating to terminations, they are
conditioned to the commitments of cooperation, non-compete, no solicitation and use of
confidential information.

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MANAGEMENT PROPOSAL AND GUIDELINES ON
PARTICIPATING IN MEETINGS
ANNUAL AND EXTRAORDINARY SHAREHOLDERS’ MEETINGS OF 04/28/2017

The proposed amounts of long-term variable compensation do not include social and labor
charges arising from the effective transfer of the shares.

Additional information about the proposed management compensation for fiscal year 2017,
as well as about the compensation of managers in fiscal year 2016, can be found in section
13 of the reference form provided for in CVM Instruction 480, which appears as Attachment
IX hereto.

C. Documents Pertaining to the Matters to be resolved on at the Annual
and Extraordinary Shareholders’ Meetings of BM&FBOVESPA

The following documents are available to the shareholders at the Company’s head offices,
on its Investor Relation site (www.bmfbovespa.com.br/ri/) and on the sites of
BM&FBOVESPA (www.bmfbovespa.com.br) and the Brazilian Securities Commission
(www.cvm.gov.br):

 Distance vote bulletin
 Call Notice
 Financial Statements for the fiscal year ended December 31, 2016
(Management Report, Financial Statements, the opinion of the independent
auditors and the Audit Committee Report)
 The DFP (Standardized Financial Statements) Form
 Minutes of the Meeting of the Board of Directors on February 17, 2017
including the Proposed Allocation of Income for the year ended December
31, 2016
 Information about the proposed allocation of income pursuant to
Attachment 9-1-II of CVM Instruction 481
 Officers’ comments on the financial condition of BM&FBOVESPA – section
10 of the reference form, in accordance with CVM Instruction 480
 Information about the candidates for members of the Board of Directors –
sections 12.5 to 12.10 of the Reference Form, as per CVM Instruction 480
 Information about management compensation – section 13 of the
Reference Form, as per CVM Instruction 480

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MANAGEMENT PROPOSAL AND GUIDELINES ON
PARTICIPATING IN MEETINGS
ANNUAL AND EXTRAORDINARY SHAREHOLDERS’ MEETINGS OF 04/28/2017

 Information in Attachment 13 to CVM Instruction 481 on the proposals for
amendment of the Stock Grant Plan
 Draft of the new Stock Grant Plan

 Comparative table of the By-Laws and respective justifications

 Restated version of the Articles of Incorporation

We wish to emphasize that any doubts should be taken up with the Investor Relations
Department, which can be reached on +55 11 2565-4418, 2565-4834 or 2565-4729 or by
sending an e-mail to ri@bmfbovespa.com.br.

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MANAGEMENT PROPOSAL AND GUIDELINES ON
PARTICIPATING IN MEETINGS
ANNUAL AND EXTRAORDINARY SHAREHOLDERS’ MEETINGS OF 04/28/2017

ATTACHMENTS

37
Exhibit I
REMOTE VOTING FORM – ANNUAL AND EXTRAORDINARY
SHAREHOLDERS’ MEETINGS OF BM&FBOVESPA TO BE HELD ON
4/28/2017

1. Name of shareholder

2. CNPJ or CPF of shareholder

3. Email address of shareholder for sending confirmation of receipt of the
form by the Company

4. Guidance for completion

This form must be completed by shareholders who wish to exercise their right of remote
voting as provided for in CVM Instruction No. 481.

In this case it is essential that the above fields be completed with the full name (or
company name) of the shareholder and the registration number with the Ministry of
Finance, either for a legal entity (CNPJ) or an individual (CPF), as well as an email
address for contact if necessary.

In addition, for this voting form to be considered valid and the votes cast to be included
in the quorum of the Shareholders’ Meeting:

- All the fields below must be duly completed;

- Each page must be initialed;

- The shareholder or shareholder’s legal representative, as the case may be and
pursuant to the law, must sign the form at the bottom; and

- Signatures appended to the form need not be authenticated or consularized.

Please note that the Management Proposal referred to in this form, and to which it is
attached, is available to shareholders at the head office of BM&FBOVESPA, on our
Investor Relations website (www.bmfbovespa.com.br/ri), and on the websites of
BM&FBOVESPA (www.bmfbovespa.com.br) and of the Brazilian Securities

38
Commission (www.cvm.gov.br).

5. Guidance for delivering the form

Shareholders who wish to exercise their right to remote voting may: (i) complete this
form and send it direct to the Company, or (ii) transmit their instructions for completion
to the appropriate service providers, as detailed below:

5.1. Voting through service providers – Remote voting system

Shareholders who wish to exercise their right to remote voting through a service
provider must deliver their voting instructions to their custody agent or to the
Company’s bookkeeping agent, in accordance with the agent’s rules. For this purpose,
shareholders must contact their custody agent or the bookkeeping agent and find out
the procedures for issuing voting instructions, and the documents and information
required.

The custody agents will forward the voting instructions they receive to the
BM&FBOVESPA Central Depository, which in turn will prepare a list of votes to be
sent to the Company share bookkeeping agent.

Under CVM Instruction No. 481, shareholders must send their instructions for
completing the voting form to their custody agent or to the bookkeeping agent not later
than 7 days before the date of the meetings, i.e. by April 21, 2017, unless the agent
determines a different deadline.

Please note that in accordance with CVM Instruction No. 481, the BM&FBOVESPA
Central Depository, on receiving voting instructions from shareholders through their
custody agents, will ignore any different instructions for a specific vote issued by the
same CPF or CNPJ number. In addition, the bookkeeping agent, also in accordance
with CVM Instruction No. 481, will ignore any different instructions for a specific vote
issued by the same CPF or CNPJ number.

5.2. Forwarding of the form by shareholders directly to the Company

39
Shareholders who wish to exercise their right to remote voting may also do so by
sending the following documents directly to the Company at Praça Antonio Prado, 48,
6º andar, Centro, CEP: 01010-901, São Paulo/SP – Brazil, for the attention of the
Investor Relations Officer:

(i) a hard copy of this form duly completed, initialed and signed; and

(ii) an authenticated copy of the following documents:

(a) for individuals:
 identity document of the shareholder, with photo;
(b) for legal entities:
 latest consolidated by-laws or articles of association and corporate
documents appointing a legal representative; and
 identity document of the legal representative, with photo.
(c) for investment funds:
 latest restated regulations of the fund;
 by-laws or articles of association of the administrator or manager, as
the case may be, subject to the voting policy of the fund, and corporate
documents evidencing the representative’s powers; and
 identity document of the legal representative, with photo.

Shareholders may also, if they prefer, send a scanned copy of this form and the above-
mentioned documents by email to ri@bmfbovespa.com.br, in which case it will also be
necessary to deliver the original of this form and authenticated copies of the documents
required by April 25, 2017, to Praça Antonio Prado, 48, 6º andar, Centro, CEP: 01010-
901, São Paulo/SP – Brazil, for the attention of the Investor Relations Officer.

We will not require a sworn translation of documents originally issued in Portuguese,
English or Spanish, or which are accompanied by a translation into one of these
languages. The following identity documents will be accepted, as long as they contain
a photo of the holder: Brazilian ID card (RG), foreign resident’s ID card (RNE), driving
license (CNH), passport or memberships card of officially recognized professional
associations.

40
On receipt of the form and supporting documentation, the Company will confirm
receipt to the shareholders and give notice of acceptance or otherwise, pursuant to
CVM Instruction No. 481.

If a form sent direct to the Company is not fully completed, or not accompanied by the
supporting documents referred to in item (ii) above, it will be ignored and the
shareholder will be notified accordingly at the email address indicated in item 3 above.

The form and supporting documents must be received by the Company at least 3 days
before the date of the Shareholders’ Meeting, i.e. by April 25, 2017. Any forms
received by the Company after this date will be ignored.

Resolutions/Matters related to the Annual General Meeting
1. To approve the Management’s annual report and the Financial Statements
relating to the fiscal year ended December 31, 2016.

[ ] For [ ] Against [ ] Abstain
2. To resolve on the allocation of net income for the year ended December 31,
2016, as proposed by management, as follows:

(i) R$900,000,000.00 for mandatory dividends, this amount having already
been paid to shareholders as interest on equity for the year 2016; and

(ii) R$546,263,098.70 to the statutory investment reserve and for the
Company’s funds and safeguard mechanisms.

[ ] For [ ] Against [ ] Abstain

3. To define that the Board of Directors shall be composed of 13 members or, in
case the amendment of the transitional provision of the Bylaws towards
increasing the maximum number of members of the Board of Directors from
13 to 14 (as per item 3 (J) below) is approved at the Extraordinary General
Meeting of April 28, 2017, the Board of Directors will be composed of 14
members

[ ] For [ ] Against [ ] Abstain

41
4. To elect members of the board of directors:

List of the names on the slate, as proposed by management:
 Antonio Carlos Quintella
 Denise Pauli Pavarina
 Edgar da Silva Ramos
 Eduardo Mazzilli de Vassimon
 Florian Bartunek
 Guilherme Affonso Ferreira
 José de Menezes Berenguer Neto
 José Lucas Ferreira de Melo
 José Roberto Machado Filho(*)
 Laércio José de Lucena Cosentino
 Luiz Antonio de Sampaio Campos
 Luiz Fernando Figueiredo
 Luiz Nelson Guedes de Carvalho
 Pedro Pullen Parente

subject to the amendment to article 87 of Company’s Bylaws in accordance with
(*)

Management Proposal.

[ ] For [ ] Against [ ] Abstain
4.1. If one of the candidates on the slate selected is omitted from the slate, will you
still vote your shares for the same slate?

[ ] Yes [ ] No
5. Do you want to apply for adoption of the multiple vote procedure for the
election of the Board of Directors, pursuant to Article 141 of Law 6404/76?

[ ] Yes [ ] No
5.1. If a multiple vote election process is adopted, do you want to distribute your
vote in percentages for the candidates on the slate selected?

[ ] Yes [ ] No

If YES, please indicate how the percentages should be distributed:

[ ] Distribute the votes equally to each candidate on the slate proposed by management;
or

42
[ ] Distribute the votes as indicated below:

 [_____]% - Antonio Carlos Quintella
 [_____]% - Denise Pauli Pavarina
 [_____]% - Edgar da Silva Ramos
 [_____]% - Florian Bartunek
 [_____]% - Eduardo Mazzilli de Vassimon
 [_____]% - Guilherme Affonso Ferreira
 [_____]% - José de Menezes Berenguer Neto
 [_____]% - José Lucas Ferreira de Melo
 [_____]% - José Roberto Machado Filho
 [_____]% - Laércio José de Lucena Cosentino
 [_____]% - Luiz Antonio de Sampaio Campos
 [_____]% - Luiz Fernando Figueiredo
 [_____]% - Luiz Nelson Guedes de Carvalho
 [_____]% - Pedro Pullen Parente
100.0% - TOTAL
Resolutions/Matters related to the Extraordinary General Meeting
1. To resolve on amendments to the Company Stock Grant Plan, as proposed by
management.

[ ] For [ ] Against [ ] Abstain
2. To vote on a change in the Company’s name to “B3 S.A. – Brasil, Bolsa,
Balcão”

[ ] For [ ] Against [ ] Abstain
3. To resolve on amending and restate the Company By-Laws as follows:
A) in case the resolution provided for in item 2 above is approved, to
reflect the Company’s new corporate name by means of amendment,
considering the new numbering, of articles 1, main provision, §§ 1 and
2; 24, §1; 50, §2, indent “c”; 51, sole paragraph, indent “d”; 63, §1; 65,
66 and 73; 75, § 1, indent “b”; and 81;
[ ] For [ ] Against [ ] Abstain

B) to enlarge the corporate purpose of BM&FBOVESPA to comprise the
activities provided for in the corporate purpose of CETIP S.A. –
Mercados Organizados (“CETIP”) in view of the transaction for

43
combination of the activities of both companies (“Transaction”), by
including the new items VII, VIII and IX in article 3.
[ ] For [ ] Against [ ] Abstain

C) to reflect, by amendment of article 5, the capital increase in view of
the merger of Companhia São José Holding approved at the
Extraordinary Shareholders Meeting of May 20, 2016, seeking to
enable the Transaction according to the number of shares and the
amount of the registered capital stock recorded by the Board of
Directors on March 28, 2017.
[ ] For [ ] Against [ ] Abstain

D) to define a new structure for the Company’s Executive Board through

i. wording adjustments of articles 12, §7; 17, main provision and §§1
and 2; 20, sole paragraph; 22, §2; 26, §8; 29, letters “b” and “c”;
30, §1; 31; 32, main provision and §§3 and 4 (new numbering); 33;
34, main provision and §§1 and 2; 35, main provision and indents
“a”, “b”, “c”, “g” (new numbering) and §1; new 37, main
provision; new 40; new 41; 43, new indents “b” and “c” and §2;
44; 49, sole paragraph, indent “g”; 51, sole paragraph, indent “e”;
52, §1, indents “c” and “d” and §2; and new article 80;
ii. the inclusion of the subsection of the Joint Board of Officers and
of article 32, §§1 and 2; of the new articles 36; 37, indents “a”, “b”
and “r”; 38 and 39 and its paragraphs and indents; 42; new indent
“a” of article 43; of article 49, sole paragraph, indents “h” and “i”;
and;
iii. the exclusion, considering the former numbering, of articles 10, §5;
36; 37; 41; 42, main provision and its indents; and 43, §3.
[ ] For [ ] Against [ ] Abstain

E) to rebalance the duties of the bodies of the Company’s management,
through:
i. the wording adjustments of articles 29, indents “h”, “l”, “m” and
“o”; 30, indent “a” and §1; 35, indents “b” and new “f”; former
article 38, former indents “e”, “f” and “h”;

44
ii. the inclusion of articles 35, indents “l” and “m”; 37, indents “j” to
“p”, §§1 and 2; 49, sole paragraph, indent “p”, all of the new
numbering;
iii. the exclusion, considering the former numbering, of articles 29,
indent “r”; 30, indents “h” and “i”; 35, indents “f”, “i”, “n” and “q”
and §§3 and 4; 38, sole paragraph; article 52, §1, indent “e”.
[ ] For [ ] Against [ ] Abstain

F) to reflect, in new §2 of article 29, the rule of the Internal Regulations
of the Board of Directors which sets forth that any election of member
or change in the composition of the Pricing and Products Committee
requires the favorable vote of 90% of the members of the Board of
Directors.
[ ] For [ ] Against [ ] Abstain

G) to adapt the By-laws to the terms of the Concentration Control
Agreement approved by the Administrative Council for Economic
Defense (CADE) regarding the Transaction, by means of amendments
to the new indent “g” of article 35 and inclusion of article 51, sole
paragraph, new indents “f” and “g”.
[ ] For [ ] Against [ ] Abstain

H) to create the Service Management Committees for the Clearinghouses
as currently provided for in CETIP’s By-laws by including indent “g”
in article 45 and the new articles 54 to 56 and their respective
paragraphs and indents in a proper subsection, named “Service
Management Committees for the Clearinghouses”.
[ ] For [ ] Against [ ] Abstain

I) to explain the reach of the indemnification by the Company by means
of wording adjustments in new article 83.
[ ] For [ ] Against [ ] Abstain

45
J) to increase, from 13 to 14, the maximum number of members of the
Board of Directors to be in effect for the term of 2 years by means of
amendment of new article 87.
[ ] For [ ] Against [ ] Abstain

K) to introduce wording adjustments in articles 3, sole paragraph, indents
“d” and “e”; 8, §2; 10, main provision; 12, §4; 21, main provision and
sole paragraph; 22, main provision; 26, §5; 28, §1; 29, indents “j”,
“m”, “o” and “p”; 30, indents “d”, “e” and “g”; 33; 35, new indent “h”;
49, main provision; 52, main provision and §1, indent “d”; 53, main
provision; new article 60, §3; new article 63, main provision; new
article 73, sole paragraph; new article 75, §5, indents “a” and “c”; and
new article 87.
[ ] For [ ] Against [ ] Abstain

L) for purposes of renumbering and adjustments or inclusion of cross
references, to amend, considering the former numbering, articles 3,
items VII and VIII; 7, main provision; 15, main provision and §1; 22,
main provision; 29, indent “g” and indents “s” to “x” and sole
paragraph; 30, indents “e”, “j” to “l” and §2; 32, §§1 and 2; 34, main
provision; 35, indents “g”, “h”, “j” to “m”, “o”, “p”, “r”, “s” and §1;
38, main provision and indents “a” to “h”; 39; 40; 43, indents “a” to
“c”; 49, sole paragraph, indents “h” to “n”; 51, sole paragraph, indents
“e” to “f”; article 52, §1, indent “f”; 53, sole paragraph, indent “g”;
main provision of articles 54 to 71; article 72, main provision and §§2
and 3, §4 and its indent “a”, §5, indent “a” and §6; main provision of
articles 73 to 84.
[ ] For [ ] Against [ ] Abstain

M) to restate the amendments to the By-laws approved at this Meeting.

[ ] For [ ] Against [ ] Abstain

4. To ratify the payments made to the Management in fiscal year 2016 in the
amount of R$1,360,218.02, which represents an increase of approximately
2,76% in regards to the global amount approved at the Annual Shareholders
Meeting held on April 18, 2016.

[ ] For [ ] Against [ ] Abstain
5. To fix the overall compensation of members of the Board of Directors for 2017
46
at up to R$12,494 thousand and of the members of the Executive Board at up
to R$154,345 thousand, as proposed by management.

[ ] For [ ] Against [ ] Abstain
Resolutions / Matters related to the Annual and Extraordinary General Meetings
1. Do you want a fiscal council to be instated, pursuant to Article 161 of Law No.
6404, of 1976?

[ ] Yes [ ] No

2. If the Annual and/or the Extraordinary General Meetings are subject to a second
call, will your voting instructions as given in this form still be valid on that
occasion?

[ ] Yes [ ] No

[City], [date]

__________________________________________

Name of shareholder

47
Exhibit II

10. MANAGEMENT’S DISCUSSION

10.1 – Management’s discussion on:

a. general financial condition and equity position

CONSOLIDATED RESULTS FOR YEARS ENDED DECEMBER 31, 2016 AND 2015

The year 2016 was one of the most important in the our history, with the approval by the shareholders, in
May, of the proposal to combine our operations with Cetip S.A. – Mercados Organizados (“Cetip”), which
was approved by regulatory authorities in March 22, 2017.. In addition, the financial funds needed to
complete the transaction have been obtained, through the sale of all our shares in the CME Group, in April
2016, and an issue of debentures and arrangement of a foreign currency loan, at the end of 2016, which
have raised approximately R$3.4 billion.

In regard to market conditions, 2016 started with very negative expectations as to the level of economic
activity and the country’s fiscal imbalance. The gravity of the crisis and the expectations that it would deepen
and prove long-lasting were directly related to the political scenario in Brazil, which culminated in the process
of impeachment of the President of the Republic. Although the country suffered a third year of recession,
the political transition and a different orientation in the management of the economy resulted in a significant
improvement in expectations. Analysts were positive about the government’s ability to correct the fiscal
deficit and approve the necessary reforms, and this led to an improvement in the market, particularly in the
Bovespa segment. Turnover velocity rose from 72.9% in 2015 to 79% in 2016, and average market
capitalization for the year attained R$2.24 trillion, a 1.4% rise over the previous year. Although average
market capitalization remained practically stable during the year, there was a strong recovery of share prices
during the second half, as a comparison of the year-end totals shows, with R$2.47 trillion at the end of 2016
against R$1.91 trillion in 2015, an increase of 29%. In the case of the derivatives market in the BM&F
segment, a 12.4% increase in average daily volumes traded was offset by a fall of 13.3% in the average
price charged by the Company, mainly due to significant changes in the mix of contracts traded, with mini-
sized contracts, where the charges are below the average, taking a larger share.

Thus, BM&FBOVESPA ended 2016 with Total Revenues (before deducting PIS/COFINS and ISS) of
R$2,576,426 thousand, up by 4.8% against 2015. This increase was due to the performance of the Bovespa
segment, which saw a rise of 8.3%, and of other revenues (not related to trading and settlement), which
rose by 13.9% during the year. On the other hand, revenues in the BM&F segment fell by 2.2%.

In the area of cost control, management continues to concentrate its efforts on reducing expenses. Adjusted
expenses1 totaled R$653,129 thousand in 2016, up 6.3% against 2015, in line with the average inflation
rate. In addition, the commitment to return capital to shareholders by paying interest on equity was
maintained, without jeopardizing the soundness of our balance sheet.

Net income (attributable to the shareholders of BM&FBOVESPA) decreased by 34.3% in 2015. Excluding
extraordinary items in 2016, net income would have been R$1,814,899 thousand2, representing an increase
of 7.1% over the previous year.

BM&FBOVESPA’s equity position remained sound at the end of 2016, with total assets of R$31,155,875
thousand and shareholders’ equity of R$19,076,385 thousand, increases of 18.4% and 3.9%, respectively,
against 2015.

BM&FBOVESPA continues to focus on its key projects, and we have made significant progress with the new
BM&FBOVESPA Clearinghouse project, enhancement of products and markets, and the implementation of

1
Expenses adjusted by: (i) depreciation and amortization; (ii) stock grant plan – principal and charges – and stock option plan; (iii) cost
of transaction and planning for business combination with Cetip, which was approved by the regulators in March 22, 2017; and (iv)
provisions, transfer of fines and incentive programs to market participants.
2
Net income for 2016 excludes the extraordinary effects of disposal of CME Group stock (R$136,366 thousand, after tax), the Cetip
transaction (R$43,315 thousand after tax), extraordinary expenses for stock grants (R$33,973 thousand, after tax) and extraordinary
expenses for provisioning contingencies and success fees (R$154,972 thousand, after tax). Net income for 2015 excludes the extraordinary
effects of impairment costs (R$1,097,370 thousand, after tax), discontinuing equity accounting (R$1,130,444 thousand, after tax) and the
sale of CME Group stock (R$474,191 thousand, after tax).

48
our strategy for Latin America. BM&FBOVESPA’s strategy is intended to enable us to take advantage of
opportunities for growth, to reinforce our relations with customers, regulators and market participants and
to contribute to the development of the Brazilian market, with the aim of growing value creation for our
shareholders in the long term.

CONSOLIDATED YEARS ENDED DECEMBER 31, 2015 AND 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
capitalization3 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
Company’s 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 expenses4 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 Company’s 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 Company’s 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 Company’s revenues in the past years.

b. capital structure

Our capital structure (consolidated) is made up as follows: (i) as of December 31, 2016, 38.8% of third
party capital and 61.2% of own capital; (ii) as of December 31, 2015, 30.2% of third party capital and
69.8% of own capital; (iii) as of December 31, 2014, 24.8% of third party capital and 75.2% of own capital,
as shown in the following table.

(in thousands of R$, except percentages) 2016 % 2015 % 2014 %
Current and non-current liabilities 12,079,490 38.8% 7,956,682 30.2% 6,275,079 24.8%
Shareholders’ equity 19,076,385 61.2% 18,352,213 69.8% 18,988,403 75.2%

Total liabilities and shareholders’
equity 31,155,875 100% 26,308,895 100% 25,263,482 100%

3
Market capitalization is the product of multiplying the number of shares issued by listed companies by their respective market prices.
4
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
Company’s operating expenses, except for those with no impact on cash or that are not recurring.

49
Third party capital includes interest-paying liabilities consisting of debt raised overseas on July 16, 2010,
and funds raised on December 15 and 16, 2016, by the issue of debentures and the contracting of a foreign
currency loan, respectively (see section 10,1.f), with the aim of meeting the financial obligations arising
from the business combination with Cetip. As a result, our gross debt at the end of 2016 was R$5,869,603
thousand (including accumulated interest). 85.4% of maturities are long-term, and 14.6% short-term.

(in thousands of R$, except
2016 % 2015 % 2014 %
percentages)
Total onerous liabilities 5,869,603 23.5% 2,454,265 11.8% 1,666,491 8.1%
Interest payable on debt issued abroad
58,794 70,181 47,368
and loans
Debt issued abroad and loans 1,987,669 2,384,084 1,619,123
Loans 407,868 - -
Debentures 3,009,301 - -
Derivative financial instruments 405,971 - -
Shareholders’ equity 19,076,385 77.7% 18,352,213 88.2% 18,988,403 91.9%

Total onerous liabilities and
24,945,988 100% 20,806,478 100% 20,654,894 100%
shareholders’ equity

c. debt service capacity

BM&FBOVESPA is a company that generates large quantities of cash, as can be seen from the consolidated
operating income, which amounted to R$1,094,586 thousand in 2016, R$1,365,978 thousand in 2015 and
R$1,226,363 thousand in 2014; the consolidated operating margin, which was 47.2% in 2016, 61.6% in
2015 and 60.4% in 2014; and the net income attributable to shareholders of BM&FBOVESPA of R$1,814,889
thousand in 20165, R$1,694,973 thousand in 20156 and R$977,053 thousand in 2014.

Consolidated cash and cash equivalents and short and long-term financial investments totaled R$14,847,581
thousand in 2016 (47.7% of total assets), due to funds raised in December 2016 and higher cash retention
by the Company, partly to meet the financial requirements of the business combination with Cetip;
R$10,054,994 thousand (38.2% of total assets) in 2015, including R$4,853,598 thousand for the CME Group
and the Bolsa de Comercio de Santiago; and R$3,855,527 thousand (15.3% of total assets) in 2014. We
should mention that cash and cash equivalents and financial investments include security received for
transactions, recorded in current liabilities, amounting to R$1,653,835 thousand in 2016, R$1,338,010
thousand in 2015 and R$1,321,935 thousand in 2014.

Our net indebtedness ratio was R$7,677,911 thousand negative in 2016, including R$5,487,719 thousand
in cash for the sale of CME Group stock in September 2015 and April 2016 and funds raised in December
2016 for the business combination with Cetip. Net indebtedness in 2015 was R$6,213,495 thousand negative
(including R$4,853,598 thousand for shares of the CME Group and Bolsa de Comercio de Santiago, booked
as financial investments) and in 2014 it was R$820,812 thousand (negative). It should also be noted that
BM&FBOVESPA’s policy for investing cash balances is aimed at capital preservation, with funds being placed
in extremely conservative investments with a very high level of liquidity and at very low risk, which means
that a substantial portion of our positions is in Brazilian sovereign risk, mainly at floating rates linked to the
basic rate of interest (CDI/Selic).

We believe that our high level of cash generation will allow us to fully honor our short and long-term financial
commitments.

d. sources of financing for working capital and for investments in non-current
assets

The Company’s primary source of financing for working capital and investments in non-current assets is its
own operating cash generation, which is sufficient to support its working capital needs.

The Company also uses capital market operations such as the foreign debt issue in 2010 as alternative
financing for investments. In addition, in December 2016 it issued debentures and raised a foreign currency
loan in order to meet its financial obligations for the business combination with Cetip.

5
Net income for 2016 excludes the extraordinary effects of disposal of CME Group stock (R$136,366 thousand, after tax), the Cetip
transaction (R$43,315 thousand after tax), extraordinary expenses for stock grants (R$33,973 thousand, after tax) and extraordinary
expenses for provisioning contingencies and success fees (R$154,972 thousand, after tax). See details in section 10.1.h
6
Net income for 2015 excludes the extraordinary effects of impairment (R$1,097,370 thousand, after tax) and those related to the CME
Group (R$1,604,635 thousand, after tax) described in section 10.1.h.

50
e. sources of financing for working capital and for investments in non-current
assets intended to be used to cover liquidity deficiencies

As mentioned above, BM&FBOVESPA’s main source of financing for working capital and investments in non-
current assets is its own operating cash generation, which also covers debt servicing.

We may also use alternative sources of financing as an alternative, by arranging bank loans or financing
from development agencies, or by accessing the domestic and foreign capital markets.

f. levels of indebtedness and characteristics of the debt

i. material loan and financing agreements

Foreign debt issue

On July 16, 2010, BM&FBOVESPA issued foreign debt for a total nominal amount of US$612,000 thousand,
at a price of 99.635% of the nominal amount, giving a net total of US$609,280 thousand raised (equivalent
at the time to R$1,075,323 thousand). The interest rate is 5.5% p.a., payable half-yearly in January and
July, with the principal falling due for payment on July 16, 2020. The effective rate is 5.64% p.a., including
discount and other raising costs, the main ones being: a charge for credit classification of the issuer by the
rating agencies Standard & Poor’s and Moody’s, the fees of the lead banks, custody and listing fees and
legal costs. The proceeds from the issue were used on the same date to purchase a further interest in the
CME Group, which rose from 1.8% to 5%.

The updated balance of the loan as of December 31, 2016 was R$2,046,463 thousand, including R$58,794
thousand in interest; as of December 31, 2015 it was R$2,454,265 thousand, including R$70,181 thousand
in interest; and as of December 31, 2014 it was R$1,666,491 thousand, including R$47,368 thousand in
interest. The fair value of the debt, using market data, was R$2,064,997 thousand as of December 31, 2016
(Source: Bloomberg).

Since July 16, 2010, changes in the exchange rate of the loan principal have been considered as a hedge
aimed at protecting the currency risk on a portion equivalent to US$612,000 thousand (notional) of the
investment in the CME Group. In September 15, when the net investment hedge was discontinued (see Note
7(a) to the Financial Statements for 2015), BM&FBOVESPA drafted a new hedging document (a cash flow
hedge) to protect a portion of the currency risk on the CME Group interest which it still held. For this purpose,
a hedge was formally designated in a document describing: (i) the purpose of the hedge, (ii) the type of
hedge, (iii) the nature of the risk to be covered, (iv) the hedged item, (v) the hedging instrument, (vi)
evidence of the correlation between the hedge and the hedged item (retrospective effectiveness test) and
(vii) a prospective effectiveness test.

In September 2015, we sold 20% of our holding in the CME Group (reducing our interest from 5% to 4%
of its capital stock on the US stock exchange). In April 2016, we sold all our remaining shares in the CME
Group (equivalent to 13,582,176 Class A Common Shares, or 4% of the capital of the CME Group).

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, to mature on April 3,
2017, through which the foreign exchange exposure affecting the principal of this debt was replaced with
local interest rates (CDI). The balance of the derivate financial instrument providing a hedge for the principal
of the debt was R$399,936 thousand as of December 31, 2016.

In September 2016, we entered into a Non-Deliverable Forward (NDF) contract to hedge the currency risk
of four half-yearly payments of interest payable abroad. The balance of the derivative financial instruments
for this NDF was R$6,035 thousand as of December 31, 2016.

Loan – Unsecured Loans

To supplement the funds needed for the business combination with Cetip, in December 2016 we raised a
loan from a prime bank for US$125,000 thousand, at a rate of 2.57% p.a. for a year and a month. The loan
is to be repaid in 12 equal installments of US$10,417 thousand, on the first business day of each month
beginning in February 2017. The proceeds from the loan were used to reinforce our cash position and were
designated as a hedge of the currency risk of a portion of the future dollar-indexed revenues of the BM&F
segment, namely exchange rates and interest rates in US$.

Debenture issue

51
To meet the cost of the business combination with Cetip, we made our first issue of simple, unsecured, non-
convertible debentures of a single series. The total amount of the issue was R$3,000,000 thousand, to
mature three years from the issue date, with the latest maturity date being December 30, 2019.

The debenture coupon will be paid six-monthly at 104.25% of the interbank deposit (DI) rate, on the first
day of June and December each year, with the first payment being due on June 1, 2017, and the last on
December 1, 2019. The principal is to be repaid in two equal amounts, in months 24 and 36.

The net proceeds from the issue will be used to meet any financial obligations for the business combination
between BM&FBOVESPA and Cetip, or to settle other loans contracted by BM&FBOVESPA for the same
purpose, or in our normal course of business.

Below we show the amount of our net onerous indebtedness. The total is lower than our cash and cash
equivalents and financial investments7:

Indicator (in thousands of Reais) 20168 2015 9 2014
Gross onerous indebtedness 5,869,603 2,454,265 1,666,491
(-) Cash and cash equivalents and financial investments
(excludes “collateral received for transactions” and “earnings
and rights on securities in custody” and includes investments in (13,141,543) (8,667,760) (2,487,303)
Latam, cash from the sale of stock in the CME Group and cash
from the loan raised in December 2016)
Net onerous indebtedness (7,271,940) (6,213,495) (820,812)

ii. other long-term relationships with financial institutions

We have banking relationships in the normal course of our business with some of the country’s main financial
institutions, as is usual in the financial market. There are no long-term relationships other than those
described in this form.

iii. degree of subordination between debts

Subordination between liabilities recorded as current or non-current liabilities in our balance sheets is as
follows, in order of priority in the event of creditors’ claims:
 Collateral received for trading: the assets pledged to our clearinghouses to secure transactions are tied
to such transactions up to the limit of liabilities assumed, and will not be affected in the event of
bankruptcy or judicial reorganization proceedings, pursuant to articles 6 and 7 of Law 10214/01 and
193 and 194 of Law 11101/05.
 Tax and labor credits (salaries and social charges; provision for tax and contributions payable; and
income and social contribution taxes): these credits are payable in the order of priority indicated in
article 83 of Law 11101/05.
 The other obligations shown as current and non-current liabilities in our financial statements for the
years 2016, 2015 and 2014 are unsecured.

iv. any restrictions imposed on the issuer, in particular in relation to limits
of indebtedness and the raising of new debt, the distribution of
dividends, disposal of assets, issue of new securities or disposal of
corporate control, indicating whether the issuer has been complying
with these restrictions

The agreements governing the Debentures, foreign currency loans and domestic loans contain covenants,
as is normal market practice. In our opinion they do not restrict our operating or financial activities. The
main covenants are:
 Limitation on liens created by the Company or its subsidiaries;
 Limitation on Sale and Lease-Back Transactions;
 New liabilities can be created (under a General Liens Basket) even with the above restrictions, provided
that the sum of (i) the consolidated principal amount of all liabilities secured by liens other than

7
In determining net onerous indebtedness, the amount of “collateral for transactions” and “payouts and rights on securities in custody”,
recorded as current liabilities, were deducted from the sum of “cash and cash equivalents” and “financial investments”, recorded under
current assets and long-term receivables, for the purpose of better show the actual availability of the Company’s funds.
8
Cash and cash equivalents and financial investments include cash from the sale of CME Group stock, Latam Stock Exchanges, foreign
currency loan and debentures.
9
Cash and cash equivalents and financial investments include CME Group stock and Bolsa de Comercio de Santiago.

52
Permitted Liens, and (ii) debt incurred under sale and lease-back transactions, including that of
subsidiaries, does not exceed 20% of the consolidated tangible assets of the group;
 Limitation on Mergers, Consolidations or Business Combinations, unless the resulting company assumes
payment of principal and interest on the notes and agrees to comply with all the other obligations and
conditions.

BM&FBOVESPA is in compliance with all the covenants on its borrowings, and no event of default has
occurred since their issue.

g. financing limits contracted and percentages used

Not applicable, since we have no unused financing limits.

h. significant changes in each item of the financial statements

The consolidated financial statements for the years ended December 31, 2016, 2015 and 2014 were
prepared in accordance with the accounting practices generally accepted in Brazil.

The financial statements for 2016 were impacted by the disposal, on April 7, of all the CME Group shares
that the Company was holding (4% of the shares issued by the CME Group), by an extraordinary provision
for a court dispute where the chances of loss were altered from possible to probable, and by a provision for
success fees payable to law firms.

The financial statements of 2015 were impacted by the recognition of impairment of the investment in
Bovespa Holding, with no cash effect, and by the disposal, on September 9, of 20% of our equity interest
in the CME Group (reducing the holding from 5% to 4% of the capital of the CME Group) which, together
with other qualitative and quantitative factors, resulted in the discontinuance of the equity accounting to
value the investment in the CME Group, with no cash effect.

In 2015, BM&FBOVESPA restated the balances shown in the financial statements as of December 31, 2014,
in line with the criteria defined in CPC 32/IAS 12, which require deferred tax assets and liabilities related to
income to be shown at net amounts.

In December 2014, our stake in Bolsa Brasileira de Mercadorias (“BBM”) was discontinued. As a
consequence, in 2014, the contribution of BBM to our revenues, expenses and financial income was
reclassified as net income from discontinued operations in the consolidated income statement.

The following tables give selected financial information for our last three accounting periods (ending
December 31, 2016, 2015 and 2014). In order to provide a clearer understanding of our performance, the
officers have decided to show only changes to the main accounts. The following materiality criteria have
been used:
i) income statement (consolidated): revenue line items representing more than 3% of net revenues
for the year 2016; expense line items representing more than 5% (by module) of net expenses for
the year 2016; income line items and deductions/taxes;
ii) balance sheet (consolidated): main line items, including those representing more than 4% of total
assets for the year ended December 31, 2015; and
iii) other line items considered important by management for an explanation of the Company’s
accounts, including extraordinary and non-recurring factors and other information that will give
investors a better understanding of the financial statements.

53
Selected Financial Information (from the Consolidated
Var. (%) Var. (%)
Statements of Income) 2016 AV (%) 2015 AV (%) 2014 AV (%)
2016/2015 2015/2014
(In R$ thousands) (%)

Total revenues 2,576,426 111.0% 2,458,847 110.9% 2,246,452 110.6% 4.8% 9.5%

Trading and settlement services - BM&F segment 1,050,397 45.3% 1,074,531 48.5% 866,577 42.7% (2.2%) 24.0%
Derivatives 1,030,072 44.4% 1,053,513 47.5% 850,607 41.9% (2.2%) 23.9%

Trading and settlement services- BOVESPA segment 977,848 42.1% 903,016 40.7% 977,373 48.1% 8.3% (7.6%)
Trading fees – trading systems 156,613 6.7% 146,645 6.6% 162,620 8.0% 6.8% (9.8%)
Settlement fees – clearing and settlement systems 802,558 34.6% 734,866 33.2% 793,493 39.1% 9.2% (7.4%)

Other revenues 548,181 23.6% 481,300 21.7% 402,502 19.8% 13.9% 19.6%
Securities lending 103,975 4.5% 103,203 4.7% 81,203 4.0% 0.7% 27.1%
Depository, custodian, back-office services 177,706 7.7% 130,829 5.9% 117,089 5.8% 35.8% 11.7%
Market data (vendors) 101,563 4.4% 98,434 4.4% 70,032 3.4% 3.2% 40.6%

Deductions from revenues (255,645) 11.0% (242,213) 10.9% (216,019) 10.6% 5.5% 12.1%

Net revenue 2,320,781 100.0% 2,216,634 100.0% 2,030,433 100.0% 4.7% 9.2%

Expenses (1,226,195) 52.8% (850,656) 38.4% (804,070) 39.6% 44.1% 5.8%
Personnel and related charges (505,105) 21.8% (443,006) 20.0% (354,411) 17.5% 14.0% 25.0%
Data processing (144,648) 6.2% (122,020) 5.5% (124,202) 6.1% 18.5% (1.8%)
Depreciation and amortization (98,320) 4.2% (110,857) 5.0% (119,133) 5.9% (11.3%) (6.9%)
(65,629) 2.8% - - - - - -
Sundry (316,506) 13.6% (84,457) 3.8% (65,679) 3.2% 274.8% 28.6%

Operating income 1,094,586 47.2% 1,365,978 61.6% 1,226,363 60.4% (19.9%) 11.4%

Equity in results of investees - - 136,245 6.1% 212,160 10.4% (100.0%) (35.8%)

Discontinuity of the Equity method - - 1,734,889 78.3% - - (100.0%)

Gain on disposal of investment in associate - - 723,995 32.7% - - (100.0%)

Impairment - - (1,662,681) 75.0% - - (100.0%)

Interest income, net 151,984 6.5% 508,796 23.0% 208,157 10.3% (70.1%) 144.4%
Interest income 1,167,300 50.3% 745,707 33.6% 361,761 17.8% 56.5% 106.1%
Interest expenses (442,516) 19.1% (236,911) 10.7% (153,604) 7.6% 86.8% 54.2%
(572,800) 24.7% - - - -

Income (loss) before taxation on profit 1,246,570 53.7% 2,807,222 126.6% 1,646,680 81.1% (55.6%) 70.5%

Income and social contribution taxes 199,494 8.6% (603,764) 27.2% (660,959) 32.6% (133.0%) (8.7%)
Current (144,391) 6.2% (45,558) 2.1% (104,159) 5.1% 216.9% (56.3%)
Deferred 343,885 14.8% (558,206) 25.2% (556,800) 27.4% (161.6%) 0.3%

Net income of continued operations 1,446,064 62.3% 2,203,458 99.4% 985,721 48.5% (34.4%) 123.5%

Net income of discontinued operations - - - - (7,807) 0.4% (100.0%)

Net income in the period 1,446,064 62.3% 2,203,458 99.4% 977,914 48.2% (34.4%) 125.3%
Net Margin 62.3% 0.0% 99.4% 0.0% 48.2% 0.0% (37.3%) 106.4%
Attributable to:
BM&FBOVESPA shareholders - Continued Operations 1,446,263 62.3% 2,202,238 99.4% 977,053 48.1% (34.3%) 125.4%

54
Selected Financial Information (from
Var. (%) Var. (%)
the Consolidated Balance Sheet Statements) 2016 AV (%) 2015 AV (%) 2014 AV (%)
2016/2015 2015/2014
(In R$ thousands) (%)

11,612,517 37.3% 8,673,786 33.0% 2,785,239 11.0% 33.9% 211.4%
Cash and cash equivalents 319,124 1.0% 440,845 1.7% 500,535 2.0% (27.6%) (11.9%)
Financial investments 10,964,214 35.2% 7,798,529 29.6% 1,962,229 7.8% 40.6% 297.4%
Derivative financial instruments 5,600 0.0% - - - - - -

19,543,358 62.7% 17,635,109 67.0% 22,478,243 89.0% 10.8% (21.5%)

Long-term receivables 3,749,282 12.0% 1,961,426 7.5% 1,522,541 6.0% 91.2% 28.8%
Financial investments 3,564,243 11.4% 1,815,620 6.9% 1,392,763 5.5% 96.3% 30.4%
Intangible assets 15,302,206 49.1% 15,189,954 57.7% 16,773,216 66.4% 0.7% (9.4%)
Goodwill 14,401,628 46.2% 14,401,628 54.7% 16,064,309 63.6% - (10.4%)

Total assets 31,155,875 100.0% 26,308,895 100.0% 25,263,482 100.0% 18.4% 4.1%

3,657,832 11.7% 2,096,785 8.0% 1,891,833 7.5% 74.4% 10.8%
Collaterals for transactions 1,653,835 5.3% 1,338,010 5.1% 1,321,935 5.2% 23.6% 1.2%
Derivative financial instruments 405,971 1.3% - - - -
Loans 373,919 1.2% - - - -
Debentures 17,495 0.1% - - - -

8,421,658 27.0% 5,859,897 22.3% 4,383,246 17.4% 43.7% 33.7%

Debt issued abroad and loans 1,987,669 6.4% 2,384,084 9.1% 1,619,123 6.4% (16.6%) 47.2%
Loans 33,949 0.1% - - - - - -
Debentures 2,991,806 9.6% - - - - - -
Deferred income tax and social contribution 2,976,125 9.6% 3,272,276 12.4% 2,584,525 10.2% (9.1%) 26.6%

19,076,385 61.2% 18,352,213 69.8% 18,988,403 75.2% 3.9% (3.4%)
Capital stock 2,540,239 8.2% 2,540,239 9.7% 2,540,239 10.1% - -
Capital Reserves 14,327,523 46.0% 14,300,310 54.4% 15,220,354 60.2% 0.2% (6.0%)
Revenue reserves 2,497,828 8.0% 1,950,980 7.4% 990,770 3.9% 28.0% 96.9%

Total liabilities and shareholders' equity 31,155,875 100.0% 26,308,895 100.0% 25,263,482 100.0% 18.4% 4.1%

COMPARATIVE ANALYSIS OF THE MAIN CONSOLIDATED INCOME STATEMENT ACCOUNTS -
YEARS ENDED DECEMBER 31, 2016 and 2015

Total Revenues: BM&FBOVESPA ended 2016 with Total Revenues (before deducting PIS/COFINS and ISS)
of R$2,576,426 thousand, 4.8% higher than for the previous year. This performance reflects an increase in
revenues from the Bovespa segment and other business lines not related to volume.

Trading, clearing and settlement systems - BM&F segment: totaled R$1,050,397 thousand (40.8% of the
total), 2.2% less than in 2015, resulting from a 13.3% fall in average RPC, which was not fully covered by
a 12.4% rise in average daily volume during the year.

Trading, clearing and settlement systems – Bovespa segment: totaled R$977,848 thousand (38.0% of the
total), up by 8.3% against the previous year. Revenues related to trading volume (trading and post-trading)
totaled R$959,171 thousand, up by 8.8% increase against the previous year, reflecting a 9.2% increase in
average daily traded volume.

Trading – trading fees: totaled R$156,613 thousand in 2016, an increase of 6.8% in comparison with 2015.

Transactions – clearing and settlement: totaled R$802,558 thousand in 2016, up by 9.2% against 2015.

Other revenues: reached R$548,181 thousand (21.3% of the total) in 2016, up by 13.9% against the
previous year. The highlights were:

Depositary, Custody and Back-office services: totaled R$177,706 thousand (6.9% of the total), an increase
of 35.8% on 2015, due to an 89.3% rise in revenues from Tesouro Direto, to R$65,640 thousand for the
year, and to an inflation-linked adjustment of some services provided by the depositary as from January
2016.

Securities Lending: in 2016, revenues totaled R$103,975 thousand (4% of the total), unchanged on 2015.

Vendors: totaled R$101,563 thousand in 2016 (3.9% of total revenues), 3.2% more than in the previous
year. This result is thanks to a new commercial policy, which came into effect in July 2015, and to the

55
devaluation of the Real against the Dollar, given that 53.4% of these revenues are denominated in US
currency.

Deductions from Revenues: totaled R$255,645 thousand in 2016, an increase of 5.5% in comparison with
2015, in line with the increase in total revenue.

Net Revenue: as a result of the changes listed above, net revenue rose by 4.7%, from R$2,216,634 thousand
in 2015 to R$2,320,781 thousand in 2016.

Expenses: totaled R$1,226,195 thousand, up by 44.1% against the previous year, mainly due to: (i)
extraordinary expenses, with no cash effect, related to provisions for court disputes of R$231,305 thousand;
(ii) costs related to the business combination with Cetip, of R$65,629 thousand; and (iii) R$51,474 thousand
in non-recurring expenses for stock grants. If we ignore these extraordinary items, total expenses would
amount to R$877,786 thousand, a 3.2% increase over 2015.

Personnel and charges: totaled R$505,105 thousand in 2016, up by 14.0% against 2015. This increase is
the result of the impact of the annual collective bargaining agreement, which increased our salary base by
8.6% in August 2016, and of the higher costs of stock grants. Excluding the cost of the stock grant plan,
the total for personnel and charges would have been R$359,888 million, an increase of 4.6%.

The costs of the stock grant plan amounted to R$145,217 thousand in 2016, up by 46.7% against the
previous year. R$93,747 thousand of this total were recurring expenses, consisting of R$48,906 thousand
in principal and R$44,836 thousand in provisioning for charges to be paid when the shares are delivered to
the beneficiaries. This amount was affected by a rise in the price of BM&FBOVESPA shares. Extraordinary
expenses – principal and charges – totaled R$51,474 thousand, made up of: (i) R$24,974 thousand for
severance pay; and (ii) a provision of R$26,500 thousand to update the method used to appropriate the
costs of stock grants still in the vesting period, as provided for in our stock grant plan.

Depreciation and amortization: totaled R$98,320 thousand in 2016, 11.3% less than in 2015, due to (i) the
completion of depreciation and amortization of equipment and systems; and (ii) an increase in the period of
useful life used to calculate depreciation and amortization on certain equipment and systems.

Cetip transaction: amounted to R$65,629 thousand in 2016, for extraordinary costs of the business
combination with Cetip, of which R$50,303 thousand was for the transaction itself10 and R$15,327 thousand
for planning the integration of operations11.

Data processing: totaled R$144,648 thousand, an 18.5% increase against the previous year, mainly due to:
(i) price adjustments for IT maintenance contracts; and (ii) the appreciation of the US dollar against the
Real between January and December 2015, since during this period a cash flow hedge 12 was set up for a
portion of the contracts denominated in foreign currency and accruing in 2015 and 2016.

Miscellaneous: totaled R$316,506 thousand, 274.8% higher than in the previous year, including: (i)
R$183,936 thousand as an extraordinary provision for a lawsuit for which the chance of loss was changed
from possible to probable; (ii) R$47,369 thousand as a provision for success fees payable to law firms; as
from 3Q16, we started providing for these fees in the case of court proceedings where the chance of loss is
possible or remote, since in the event that we win these cases we have to pay a success fee; and (iii) the
transfer of R$18,000 thousand to BM&FBOVESPA Supervisão de Mercados (“BSM”) in 4Q16, to fund its
activities.

Operating income: operating income – net revenue after deducting expenses – totaled R$1,094,586
thousand, 19.9% lower than the R$1,365,978 thousand figure for 2015. Excluding the extraordinary items
mentioned above, operating income would be R$1,442,995 thousand, an increase of 5.6% over 2015.

Financial income: financial income totaled R$151,984 thousand in 2016, impacted mainly by accounting for

10
Includes costs of publications, auditors, appraisers, lawyers and other professionals engaged as advisors on the Cetip business
combination transaction.
11
Includes costs of consultants engaged to help plan the integration of operations with Cetip.
12
The Company designated part of its foreign currency cash to cover the effects of exchange variations on firm commitments in foreign
currency to suppliers and service providers. For commitments settled in 2015, the hedge was set up primarily in January 2015; whereas
for commitments settled in 2016, the hedge was set up primarily in December 2015. Thus expenses related to those commitments
recognized in 2015 were based on the exchange rate in January 2015, while those recognized in 2016 were based on the December 2015
rate, and were affected by the devaluation of the Real against the US dollar between January and December 2015. See Note 4 (d) to the
financial statements, Cash Flow Hedge.

56
the sale of our equity interest in the CME Group, the debenture issue and the raising of a loan, as described
below:

Financial revenue: totaled R$1,167,300 thousand for the year, 56.5% up against 2015, explained primarily
by an increase in average cash holdings during the period, including: (i) the proceeds from the sale, in
September 2015 and April 2016, of all the CME Group stock held by the Company, for a total of R$5,487,719
thousand; and (ii) the proceeds from a debenture issue of R$3,000,000 thousand and a loan of USD125,000
thousand, both in December 2016.

Financial expenses: totaled R$442,516 thousand, 86.8% more than in the previous year, mainly due to: (i)
R$189,818 thousand for hedges against currency movements on foreign currency debt maturing in 2020;
(ii) R$17,610 thousand for appropriation of the coupon on the debentures issued in December 2016; (iii)
R$16,350 thousand for tax on financial transactions (IOF) on repatriating the proceeds from the sale of CME
Group stock; and (iv) costs of R$20,586 thousand for commitment fees on unused standby facilities
amounting to R$2,700,000 thousand, related to the business combination with Cetip.

Divestment from CME Group shares: a non-recurring net loss of R$572,800 thousand in 2016, consisting of:
i) R$460,509 thousand, with no cash effect, in accounting for variations in the price of CME Group shares
and in the US dollar/Real exchange rate, between September 2015 and the date of final disinvestment in
the CME Group; and (ii) R$112,291 thousand, with an impact on cash, for the PIS and COFINS payable on
the capital gain on the sale of our 4% interest in the CME Group.

Income before tax: totaled R$1,246,570 thousand in 2016, a decrease of 55.6% on the 2015 figure of
R$$2,807,222 thousand, due primarily to the extraordinary effects of the sale of CME Group stock in 2015
and 2016 and of impairment in 2015.

Income and social contribution taxes: Income and social contribution taxes amounted to a positive figure
of R$199,494 thousand, affected primarily by: (i) partial reversal of a provision for tax payable amounting
to R$477,150 thousand (positive), on revaluation of the make-up of the acquisition cost to ascertain capital
gains tax payable on sale of the CME Group stock in September 2015 and April 2016; (ii) tax reduction of
R$306,000 thousand on distribution of R$900,000 thousand in interest on shareholders’ equity during 2016;
and (iii) negative impact of R$144,674 thousand reversal of foreign tax credits, due to the sale of the CME
Group stock, since the tax credit could only be used to set off against overseas earnings.

Cash taxes totaled R$21,452 thousand in 2016, including R$7,302 thousand paid by Banco BM&FBOVESPA.
The items impacting cash tax payments were: (i) tax on capital gains of R$439,326 thousand payable on
the sale of CME Group, taking into account the adjustment to the base mentioned above; (ii) change to the
tax regime for currency differences shown in the balance sheet, from a cash basis to an accrual basis, which
reduced tax liabilities by R$337,599 thousand; and (iii) a reduction in the tax base because of amortization
of goodwill for R$541,159 thousand.

Net income for the year: amounted to R$1,446,064 thousand in 2016, against R$2,203,458 thousand in
2015. Deducting extraordinary items13 for 2015 and 2016, net income was R$1,814,690 thousand in 2016
and R$1,696,193 thousand in 2015, a rise of 7.0%.

Net income attributable to BM&FBOVESPA shareholders: totaled R$1,446,263 thousand in 2016, against
R$2,202,238 thousand in 2015. Deducting extraordinary items for 2015 and 2016, net income attributable
to BM&FBOVESPA shareholders was R$1,814,889 thousand in 2016 and R$1,694,973 thousand in 2015, an
increase of 7.1%.

E ANALYSIS OF THE MAIN CONSOLIDATED INCOME STATEMNT ACCOUNTS – YEARS ENDED
DECEMBER 31, 2015 AND 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

13 Net income for 2016 excludes the extraordinary effects of disposal of CME Group stock (R$136,366 thousand, after tax), the Cetip

transaction (R$43,315 thousand, after tax), extraordinary expenses for stock grants (R$33,973 thousand, after tax) and extraordinary
expenses for provisioning contingencies and success fees (R$154,972 thousand, after tax). Net income for 2015 excludes the extraordinary
effects of impairment costs (R$1,097,370 thousand, after tax), discontinuing equity accounting (R$1,130,444 thousand, after tax) and the
sale of CME Group stock (R$474,191 thousand, after tax).

57
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 segment’s 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%14 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 thousand 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) non-recurring expenses of R$32,213 thousand 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&FBOVESPA’s new integrated Clearing.

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

14
Source: IBGE – 2015: accumulated 12-month IPCA - http://www.ibge.gov.br/

58
BM&FBOVESPA’s income tax and social contribution.

Sundry: these expenses totaled R$84,457 thousand, up 28.6% 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 thousand 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 thousand 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 Group’s 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 Company’s cash. The gross income from this
sale (Gain on disposal of investment in associates) totaled R$723,995 thousand and was included in the
Company’s 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 Company’s 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,

59
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.

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$558,206 thousand in 2015, including:
 Reversal of deferred tax liability in the amount of R$ 15,208 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 THE MAIN CONSOLIDATED BALANCE SHEET ACCOUNTS – YEARS
ENDED DECEMBER 31, 2016 AND 2015

Total Assets: posted growth of 18.4%, from R$26,308,895 thousand in 2015, to R$31,155,875 thousand in
2016.

Current Assets: increased by 33.9%, from R$8,673,786 thousand in 2015, to R$11,612,517 thousand in
2016 (37.3% of total assets), primarily because of: i) the sale of the entire equity holding in the CME Group,
the proceeds from were directed to financial investments; and ii) the higher retention of cash generated by
the Company, so as to meet financial obligations from the business combination with Cetip.

Cash and Cash Equivalents and Financial Investments (considering the current and non-current asset lines):
totaled R$14,847,581 thousand, up by 47.7% in comparison with 2015 due to the funding raised in
December 2016, and the greater retention of cash generated by the Company, also to cover financial
obligations from the business combination with Cetip.

Non-current assets: increased by 10.8%, from R$17,635,109 thousand in 2015, to R$19,543,348 thousand
in 2016 (62.7% of total assets), primarily because of the increase in cash and cash equivalents and financial
investments mentioned above.

Intangible assets: stable at 0.7%, from R$15,189,954 thousand in 2015, to R$15,302,206 thousand in 2016.
Intangible assets consist primarily of the goodwill on the expected future profitability generated by the
acquisition of Bovespa Holding.

Current liabilities: showed an increase of 74.4%, from R$2,096,785 thousand in 2015, to R$3,657,832
thousand in 2016. The more relevant changes occurred in the following line items: (i) derivative financial
instruments, referring to the hedge of debt principal at the end of Mar/16, of R$405,971 thousand (zero in
Dec/15), in the wake of the appreciation of the Real against the US dollar; (ii) loans of R$373,919 thousand
(zero in Dec/15) consisting of a US dollar loan with a term of one year raised in Dec/16; and (iv) dividends
and interest payable on shareholders’ equity, of R$318,827 thousand, referring to interest on shareholders’

60
equity paid on January 12, 2017. In addition, the balance of cash collateral pledged guarantee by market
participants, shown in the line item, collateral received for trading, totaled R$1,653,835 thousand
(R$1,338,010 thousand in 2015).

Non-current liabilities: totaled R$8,412,658 thousand in 2016, up by 43.7% when compared to R$5,859.897
thousand in 2015. The more relevant changes were: (i) creation of the Debenture line item of R$2,991,806
thousand; (ii) the reduction in the item, foreign debt issuance, to R$1,987,699 thousand (R$2,384,084
thousand in Dec/15), which was affected by the appreciation of the Real against the US dollar (the
counterparty to this variance can be found in the derivative financial instruments line); (iii) a reduction in
deferred income and social contribution taxes, consisting primarily of deferred taxes arising from goodwill
amortization, to R$2,976,125 thousand (R$3,272,276 thousand in Dec/15), on account of the write-off of
R$920,874 thousand in deferred taxes referring to the sale of shares in the CME Group, recognized in
September 2015; and (iv) higher provisions for tax, civil, labor and other risks on account of lawsuits where
the chances of loss were altered to probable, as well as the provisioning of success fees involving cases
where the chances of loss are classified as possible or remote.

Indebtedness: The Company’s gross debt at the close of 2016 was R$5,463,632 thousand (including the
principal of the debt plus accumulated interest), with 91.8% of long-term maturities and 8.2% in the short
term. In Dec/16, to meet financial obligations arising from the business combination with Cetip,
BM&FBOVESPA raised its indebtedness level by issuing debentures and taking out a foreign currency loan.
Detailed characteristics of the Company’s indebtedness are shown in section 10.f.i above:

Shareholders’ Equity: increased by 3.9%, from R$18,352,213 thousand in 2015, to R$19,076,385 thousand
in 2016, consisting primarily of the Capital Reserve of R$14,327,523 thousand and Capital Stock of
R$2,540,239 thousand.

COMPARATIVE ANALYSIS OF THE MAIN CONSOLIDATED BALANCE SHEET ACCOUNTS – YEARS
ENDED DECEMBER 31, 2015 AND 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

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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.

10.2 - Operating and financial result

a. description of any material revenue elements

YEARS ENDED DECEMBER 31, 2016 AND 2015

Between 2015 and 2016, Total Revenues increased by 4.8%, from R$2,458,847 thousand to R$2,576,426
thousand.

Trading, clearing and settlement systems - BM&F segment: totaled R$1,050,397 thousand (40.8% of the
total), 2.2% less than in 2015, reflecting the 13.3% decline in average RPC, which was not fully offset by
the 12.4% growth in the average daily trading volume during the period.

Trading, clearing and settlement systems – Bovespa segment: totaled R$977,848 thousand (38.0% of the
total), up by 8.3% in comparison with the previous year. Revenues linked to the volumes traded (trading
and after-trading) totaled R$959,171 thousand, 8.8% higher than the same period of the previous year,
reflecting the 9.2% increase in the average daily trading volume.

Revenues not tied to trading/settlement: totaled R$548,181 thousand (21.3% of the total) in 2016, rising
by 13.9% over the same period of the previous year, primarily reflecting the performance of the depositary
service (+35.8%).

YEARS ENDED DECEMBER 31, 2015 AND 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 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% year-on-year, as a result of the performance of certain services: vendors (+40.6%),
securities lending (+27.1%) and depository (+11.7%).

b. factors that material affected results of operations

YEARS ENDED DECEMBER 31, 2016 AND 2015

During 2016, the markets operated by BM&FBOVESPA were positively affected by the changes in the political
scenario and in economic expectations, both internationally and in Brazil. This improvement in expectations,
even with the economy still in recession, directly affected the performance of the stock market of the
Bovespa Segment, which posted an increase both in market turnover and in the market capitalization of the
listed companies. In the case of the derivatives market of the BM&F Segment, the higher volume was offset
by the decline in the average price charged by the Company, mainly as a result of significant changes in the
mix of contracts traded, with an increase in the share of mini contracts that carry a lower-than-average
price.

The group of other revenues not tied to the volumes traded on the equities and derivatives markets also
saw higher growth of 13.9% in relation to 2015, notably reflecting the growth in revenue related to “Tesouro
Direto”, affected by the increase in the average stock in custody and the growth in the average number of
individual investors who trade Brazilian government securities on this platform.

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YEARS ENDED DECEMBER 31, 2015 AND 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
Company’s 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.

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

YEARS ENDED DECEMBER 31, 2016 AND 2015

 Trading, clearing and settlement systems – BM&F segment: this revenue line showed a drop of 2.2%
in 2016, in comparison with 2015, having been affected by the lower average RPC on account of: (i)
the greater share of mini contracts in the total volume (from 18.3% in 2015, to 30.6% in 2016), since
the average RPC on these contracts is substantially less than the average RPC on other contracts in
the segment; and (ii) the greater share of day-trade transactions and high-frequency traders, for which
the prices charged are also lower, with an adverse effect on the average RPC. Excluding the effect of
the mini contracts, the average RPC would have been 1.2% lower than in 2015, influenced mainly by:
(i) the drop in the RPC of equity index contracts, on account of the higher share of day-trade
transactions in this group of contracts; and (ii) the lower RPC on US$ interest rate contracts, because
of the reduction in the average term of those contracts.

 Trading, clearing and settlement systems – Bovespa segment: this revenue line was positively affected
by the rise of 9.2% in the average daily traded volume.

 Central depositary: this revenue line was positively affected by the growth in “Tesouro Direto”
transactions whose average recorded stock grew by 82.2%, while the average number of investors
rose by 83.8% Also worthy of note is the fact that, beginning January, 2016, the prices for depositary
services were adjusted for inflation.

 Vendors: growth of 3.2% over the same period of the previous year, thanks to the positive effect of
the new business policy that came into effect in Jul/15, and the depreciation of the Real against the
US dollar, since 53.4% of this revenue line is pegged to the US dollar. On the other hand, we
experienced a decline in the number of users and the migration by clients to data service packages
with lower prices.

YEARS ENDED DECEMBER 31, 2015 AND 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 dollars, notably forex contracts (+37.6%) and US Dollar-
denominated interest rate contracts (+42.2%), due to a 40.7%15 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.

15
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).

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

 Vendors: this revenue line was positively influenced by: (i) 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.

d. impact of inflation, changes in prices of the main inputs and products and
exchange and interest rates on the results of operations and financial results,
where applicable

Higher interest rates had a positive impact on the Company’s financial result da Company, as it was the
basis for remunerating financial investments amounting to R$14,699,766 thousand as of December 31,
2016, (excludes R$191,581 thousand in shares of Bolsa de Comercio de Santiago, Bolsa do Mexico and Bolsa
da Colômbia and includes funding raised to cover the business combination with Cetip), R$5,201,396
thousand as of December 31 de 2015 (excludes R$4,853,598 thousand in shares of CME Group and Bolsa
de Comercio de Santiago), and R$3,354,992 thousand as of December 31, 2014.

The depreciation of the Real against the US dollar (considering the average quotation for the year) mainly
produced the following effects in 2016:

(ii) increase in revenues from vendors, considering that around half of the revenue comes from foreign
clients who pay in US currency, as per section 10.2.c.
(iii) the positive impact on the average price of currency, US dollar interest rate and several commodities
derivatives (futures) contracts, since these contracts are pegged to the US currency.

In March, 2016 and September, 2016, the Company entered into Swaps and NDFs (non-deliverable
forwards) to hedge the principal and certain semi-annual interest payment on debt issued abroad, as per
10.1.f of this Form, against foreign exchange rate variation. As a result, the impacts of the Real-US Dollar
variations were replaced by local currency interest.

Inflation influences the Company’ expenses, mainly those involving personnel and payroll charges, as per
section 10.1.h of this Form. Given the collective bargaining agreement in August of each year, salaries and
payroll charges are basically increased in line with the inflation for the period as measured by the Extended
Consumer Price Index (“IPCA”) of the Brazilian Census Bureau (“IBGE”).

10.3 - Events with actual and expected material effects on the financial statements

a. inclusion or disposal of a business segment

No business segment was included or disposed of during year ended December 31, 2016, which has or is
expected to have a material effect on the Company’s financial statements or results.

b. constitution, acquisition or disposal of equity interests

On April 8, 2016, BM&FBOVESPA announced the conclusion of discussions for the business combination with
Cetip, by means of a corporate restructuring. The terms of the proposed combination were submitted to
and approved by the respective extraordinary shareholders’ meetings held on May 20, 2016.

On June 28, 2016, the transaction was submitted to the Cade (Brazilian Antitrust Authority) for analysis of
the merger of the two companies and was approved in March 22, 2017.

In order to raise funds to cover the financial requirements of BM&FBOVESPA within the context of the
proposed business combination with Cetip, in April 2016, BM&FBOVESPA disposed of its entire equity interest
in the CME Group (equivalent to 13,582,176 Class A Common Shares, or 4% of the total shares issued by
the CME Group), for R$4,309,172 thousand, as disclosed on April 7, 2016 under a material fact (furthermore,

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the Company had already disposed of 1% in September 2015 for R$1,201,345 thousand).

It is worth pointing out that the sale of the shares in the CME Group does not imply any changes to the
terms of the strategic partnership between BM&FBOVESPA and the CME Group, which has already proven
to be extremely valuable for the development of technologies, the acquisition of know-how, the routing of
orders, the cross listing of products and getting closer to the global clients currently operating in our market.

In addition, in 2016 BM&FBOVESPA acquired a 4.1% equity stake in Bolsa Mexicana de Valores, 9.9% of in
Bolsa de Valores da Colômbia and increased its stake in Bolsa de Comercio de Santiago to approximately
10.4%, making a total investment of R$232 million. Also, in January 2017, BM&FBOVESPA acquired 8.59%
of the common shares (equivalent to 8.19% of the total capital) of Bolsa de Valores de Lima, for the
equivalent of R$49 million, in addition to appointing a representative to sit on the board of directors of that
company.

c. extraordinary events or transactions

In 2016, there were no extraordinary events or transactions involving the issuer, besides the events already
described in section 10.3.b.

10.4 – Management’s discussion on:

a. significant changes in accounting practices

During 2016, there were no significant changes in the accounting practices.

b. significant effects of changes in accounting practices

During 2016, there were no significant changes in the accounting practices.

c. qualifications and emphases included in the auditor’s report

During 2016, there were no qualifications or emphases of matter in independent auditors’ report on the
financial statements.

10.5 – Critical accounting policies

a. management’s accounting estimates about uncertainties and material issues
related to the description of the financial condition and results, and which
require subjective or complex judgments, such as: provisions, contingencies,
recognition of revenues, tax credits, long-term assets, useful life of non-current
assets, pension plans, adjustments to foreign currency conversion,
environmental recovery costs and criteria for impairment testing of assets and
financial instruments

Impairment

Assets subject to amortization are tested for impairment whenever events or changes in circumstances
indicate that the book value may not be recovered. An impairment loss is recognized at the amount by which
the book value of the assets exceeds their recoverable value, which is the higher of the fair value of an
asset, less cost of sale, and its value in use.

Assets with an undefined useful life, such as the goodwill, are not subject to amortization and are tested
annually for impairment, while indications of possible impairment are reassessed at shorter intervals.

The goodwill generated from the acquisition of Bovespa is grounded on the expected future profitability and
on the economic and financial valuation report on the investment.

In accordance with the guidelines of CPC 01/IAS 36, goodwill for expected future profitability must be tested
for impairment once a year, or at shorter intervals when there are indications of impairment. Goodwill is
booked at cost, less accumulated impairment losses. Goodwill impairment losses are irreversible.

BM&FBOVESPA hires an external, independent specialist to assist in measuring the recoverable value of the
assets (value in use). The opinion submitted by the specialist did not reveal any need for negative adjustment
to the book value of goodwill as of December 31, 2016.

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The assumptions adopted in projecting the future cash flows of BM&FBOVESPA, in the Bovespa Segment
(Cash Generation Unit – UGC), were based on the analysis of its performance in recent years and on the
expectations for growth in the market where it operates (founded on the estimated average remuneration
of the long-term capital market), in addition to management’s expectations and strategies.

Based on the growth expectations of the Bovespa Segment, the cash flow was projected taking into account
the revenues and expenses involving the segment’s business. The projection period for these flows extends
from December 2016 to December 2026, while perpetuity was ascertained by extrapolating the cash flow
for 2026 at a growth rate equivalent to that of expected for nominal GDP in the long term, namely 6.60%
per annum.

Management believes that a projection period of ten years (rather than five) is founded on the perception
that the variable income segment of the Brazilian capital markets should experience extended growth,
reflecting the time required so that indicators such as the participation of equities in investors’ portfolios and
the ratio of Market Cap-to-GDP of Brazil, among others, can reach the levels prevailing in other countries,
indicating the long-term maturity has been achieved.

To determine the present value of the projected cash flow, an average after-tax discount rate of 14.81%
was used in 2016, equivalent to 16.88% before tax.

The three main variables affecting the value in use calculated are the discount rate, the net revenue growth
rate and the perpetuity growth rate. The management of BM&FBOVESPA carried out sensitivity analyses to
ascertain the impacts of changes in these variables on the value in use calculated: an increase of 90bps in
the pre-tax discount rate (a standard deviation from the discount rates for the last five years); a reduction
of 180bps in the average annual growth rate of revenue in the period from 2017 to 2026 (15% reduction);
and a reduction of 60bps in the perpetuity growth rate (a standard deviation from the averages of the 10-
year series of the variation in the real Brazilian GDP). The sensitivity scenarios showed values in use of the
UGC between 4% and 14% less than the value in use estimated in the external specialist’s opinion.

Provisions for tax, civil and labor risks

BM&FBOVESPA and its subsidiaries are defendants in legal and administrative proceedings in the labor, tax
and civil spheres, arising from the normal course of their business.

Legal and administrative proceedings are classified, according to their chances of loss, as probable, possible
and remote, after assessment by BM&FBOVESPA and its legal consultants, using parameters such as court
decisions and the history of losses in similar cases.

Proceedings in which the expected loss is probable, and for which a provision is recorded, are mostly
comprised as follows:
 Labor proceedings mainly refer to claims filed by former employees of BM&FBOVESPA and
employees of outsourced service companies on account of supposed non-compliance with the labor
laws;
 Civil proceedings mainly relate to matters of civil liability of BM&FBOVESPA and its subsidiaries;
 Tax proceedings almost entirely relate to PIS and Cofins taxes levied on (i) revenues of
BM&FBOVESPA and (ii) interest on shareholders’ equity received.

BM&FBOVESPA is the defendant in a civil lawsuit filed by a bankrupt commodity broker who operated on
the former BM&F. Given the unfavorable outcome of the decision on the appeal, the probability of losing
the case, in the opinion of BM&FBOVESPA and its legal advisors, was changed, and the corresponding
provision was therefore recorded in the quarter ended September 30, 2016, in accordance with the
applicable accounting practices. The provision amounted to R$186,305 thousand, consisting of i) an
estimated amount referring to the delivery of 3,278,554 BVMF3 shares, plus the corresponding earnings
thereon; ii) compensation of R$32,589 thousand, restated; and iii) related legal fees.

In the case of proceedings where the chances of loss are possible, and for which no provision is recorded,
the amounts involved totaled R$909,548 thousand as of December 31, 2016, of which R$18,173 thousand
in labor claims, R$324,388 thousand civil proceedings and R$566,987 thousand in tax proceedings as shown
in detail in Note 14 to the Financial Statements for the year ended December 31, 2016.

In the case of proceedings where the chances of loss are remote, and for which provision is not recorded,
worthy of note is the questioning by the Brazilian Federal Revenue of amortization, for tax purposes, of the

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goodwill generated when the shares of Bovespa Holding S.A. were acquired by BM&FBOVESPA. The amounts
involved in these discussions, with regard to the tax benefit obtained between the 2008/2009 and
2010/2011, totaled R$3,532,367 thousand as of December 31, 2016.

Classification of financial instruments

BM&FBOVESPA classifies its financial assets and liabilities at initial recognition, according to their
characteristics and the purpose of acquisition.

Cash and cash equivalents

The balances of cash and cash equivalents for cash flow purposes include cash in hand and bank deposits.
BM&FBOVESPA classifies its financial assets at initial recognition, depending on the purpose for which the
assets were acquired, under 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. The gains or losses arising from changes
in the fair value of these financial instruments are shown in the income statement under “financial results”
in the period in which they occur.

Receivables

This category includes non-derivative financial assets with fixed or determinable payments, not quoted on
an active market. BM&FBOVESPA’s receivables consist primarily of customer accounts receivable. They are
booked at amortized cost using the effective interest method, after deducting any impairment loss.

Financial assets available for sale

Financial assets available for sale are “non-derivatives” designated in this category or which are not classified
in any other category, and are booked at fair value. Interest on securities available for sale, calculated using
the effective interest rate method, is recognized in the income statement as financial revenues. The portion
corresponding to the change in the fair value is recorded against comprehensive income, net of taxes, and
against income when it is settled or becomes impaired.

Loans and debentures

These are initially recognized at fair value, net of the transaction costs incurred, and are subsequently shown
at amortized cost. Any difference between the amounts raised (net of transaction costs) and the settlement
amount is recognized in the income statement during the period when the loans are on-going, using the
effective interest rate method.

Collateral received on transactions

Amounts received from market participants as collateral against default or insolvency. Cash collateral
recorded under liabilities, while other non-cash collateral are controlled managerially. Both types of collateral
received are not subject to interest or any other surcharges.

Stock options – Long-term Incentive

BM&FBOVESPA maintains a long-term incentive plan. Up to 2014, BM&FBOVESPA granted stock options
within the BM&FBOVESPA Stock Options Plan (“Options Plan”), and this gave rise to a balance of outstanding
options not yet exercised. Beginning in 2015, BM&FBOVESPA began granting shares within the scope of
BM&FBOVESPA Stock Grant Plan (“Share Plan”). The purpose is to grant the managers and certain
employees of BM&FBOVESPA and its subsidiaries the opportunity to become shareholders of BM&FBOVESPA,
consequently better aligning their interests with those of the shareholders, while also enabling
BM&FBOVESPA and its subsidiaries to attract and retain managers and employees. The fair value of the
options and shares granted is recognized as an expense during the vesting period (the period during which
the specific conditions for acquiring the rights must be met). On balance sheet date, BM&FBOVESPA revises
its estimates of the number of options and shares whose rights must be acquired based on the established
conditions.

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BM&FBOVESPA recognizes the impact of the revision of the initial estimates, as the case may be, in the
income statement, against the capital reserve in shareholders’ equity.

Stock Grant Plan

According to the Notice to the Market dated February 4, 2015, BM&FBOVESPA decided to offer the
beneficiaries of grants made within the scope of BM&FBOVESPA Stock Grant Plan the alternative of (i)
continuing to hold the options, or (ii) canceling the balance of the options and receive cash in the case of
options where the vesting period has expired (vested options), as well as shares issued by BM&FBOVESPA
to be transferred to the beneficiaries at future dates, in the case of options for which the period has not
expired (non-vested options).

For information about the Stock Grant Plan, see section 10.3.c.

Post-retirement healthcare

BM&FBOVESPA offers the benefit of post-retirement healthcare to employees who acquired this right until
May/09. Entitlement to these benefits is conditional on the employee remaining in the job until retirement
age and the completion of a minimum time of service. The expected costs of these benefits are accumulated
during the period of employment or the expectation of enjoying the benefit, using an actuarial methodology
that takes into account the life expectancy of the group in question, the increase in costs resulting from age
and medical inflation, inflation and a discount rate. From these costs, the contributions that participants
make, according to the specific rules of the Healthcare Plan, are deducted. The actuarial gains and losses
ascertained in the post-retirement healthcare extension plan are recognized in accordance with the rules of
IAS 19 and CPC 33 (R1) – Employee Benefits, based on an actuarial calculation carried out annually by an
independent actuary.

For further information about the BM&FBOVESPA post-retirement healthcare plan, see Note 18 to the
Financial Statements for the period ended on December 31, 2016.

10.6 – Material off-balance sheet items

a. off-balance sheet items

Collateral received on transactions: transactions on the markets operated by BM&FBOVESPA are
collateralized by margin deposits in cash, public and private securities, bank sureties and shares, among
others. This collateral do not appear on the balance sheet, except those received in cash. More detailed
information can be found in section 10.7 below.

i. operating leasing transactions (as lessor or lessee)

There are no relevant items not shown in the Company’s financial statements

ii. receivables portfolios written off, on which the entity retains the risks
and responsibilities, indicating the respective liabilities

The Company has no portfolios of receivables written off on which it retains the risks and responsibilities.

iii. contracts for future sale of products or services

There are no relevant items not shown in the Company’s financial statements

iv. unfinished construction contracts

The Company has no construction contracts not shown in the financial statements.

v. contracts for future receipt of financing

The Company has no contracts for future receipt of financing.

b. other off-balance sheet items

Banco BM&FBOVESPA manages a fund named BM&FBOVESPA Margem Garantida Referenciado DI Fundo

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de Investmento em Cotas de Fundos de Investimento that invests in investment fund shares, and whose
net worth was R$44,668 thousand as of December 31, 2016 (R$165,794 thousand, 2015; R$136,331
thousand, 2014).

In its role as custodian, Banco BM&FBOVESPA is responsible for the custody of: (i) securities of non-resident
investors which, as of December 31, 2016, totaled R$672,963 thousand (R$493,331 thousand, 2015;
R$365,548 thousand, 2014); and (ii) agribusiness securities registered with the BM&FBOVESPA Registration
System for the Custody of Agribusiness Bonds and Securities, in the amount of R$0 thousand as of December
31, 2016 (R$0 thousand, 2015; R$15,079 thousand, 2014).

10.7 – Comments on off-balance sheet items

i. how such items alter or may alter the revenues, expenses, results of
operations, financial expenses or other items of the Company’s
financial statements
ii. nature and purpose of the transaction
iii. nature and amount of the liabilities assumed and the rights created on
behalf of the Company, arising from the transaction

Collateral received on transactions

BM&FBOVESPA operates four clearinghouses considered systemically important by the Central Bank of
Brazil: BM&FBOVESPA Clearinghouse (futures, forwards, options and swaps); equities and private fixed
income (spot transactions, forwards, options, futures and securities lending); foreign exchange (spot
dollars); and assets (outright and repos spot and forward transactions, as well as securities lending).

Through its clearinghouses, BM&FBOVESPA acts as the central counterparty (“CCP”) guaranteeing the
transactions closed on those markets. In other words, in its role as a clearinghouse, BM&FBOVESPA becomes
responsible for the proper settlement of the transactions carried out and/or registered on its systems.

BM&FBOVESPA’s role as CCP exposes it to credit risk on the participants that use its settlement systems.
Should a participant fail to make payments when due, or to deliver assets or commodities owed, it will be
incumbent on BM&FBOVESPA to deploy its guarantee mechanisms to ensure proper settlement of the
transactions registered within the deadline and in the manner provided for. If the guarantee mechanisms of
the clearinghouses fail or are insufficient, BM&FBOVESPA may have to recourse to its own assets as the last
resource capable of ensuring proper settlement of the transactions.

To properly mitigate the risks assumed, each clearinghouse of BM&FBOVESPA relies on its own risk
management system and safeguard structure. These safeguard structures are for the most part based on
the loss-sharing model referred to as ‘defaulter pays’, in which the amount of guarantees deposited by each
participant must be capable of absorbing, with a high degree of reliability, the potential losses associated
with this default. Consequently, the guarantee amount required from the participants represents the most
important element in the structure for managing the potential market risks arising from the role of the stock
exchange as the guarantor CCP.

The transactions on the markets operated by BM&FBOVESPA are collateralized by margin deposits in cash,
public and private securities, bank sureties and shares, among others. As of December 31, 2016, total
collateral deposited was R$266,552,910 thousand (R$305,162,253 thousand on December 31, 2015 and
R$242,079,177 thousand on December 31, 2014), of which R$264,899,075 thousand (R$303,824,243
thousand on December 31, 2015 and R$240,757,242 thousand on December 31, 2014) were managed off
the Company’s balance sheet.

For further information about collateral received on transactions and the safeguard structures of the
BM&FBOVESPA clearinghouses, see Note 17 to the Financial Statements for the period ended December 31,
2016.

10.8 - Business Plan

a. investments

i. quantitative and qualitative description of on-going and projected
investments

Since early 2010, the Company has made significant investments to modernize its operation and to add

69
greater efficiency to market participants and customers, in addition to capturing and potentializing growth
opportunities that exist here. Completion of these investments will further strengthen the strategic
positioning and competitive differential of BM&FBOVESPA.

Between 2010 and 2016, the Company invested R$1,710,907 thousand, of which R$223,689 thousand in
2016, R$227,008 thousand in 2015, R$240,220 thousand in 2014, R$289,224 thousand in 2013, R$258,363
thousand in 2012, R$204,041 thousand in 2011 and R$268,362 thousand in 2010, with the largest portion
concentrated in technology. For 2017, the Company’s investment budget is between R$165,000 thousand
and R$195,000 thousand.

Finally, BM&FBOVESPA believes in its potential and understands the important role it plays in the process of
strengthening and developing the Brazilian capital markets, and it is in no doubt that its investments in
products and technologies will be determining factors in improving the quality of the services provided and
in expanding the transparency and solidness of the market.

Technological Developments

One of the strategic objectives of BM&FBOVESPA is to provide market participants with services of excellence
in the field of information technology (IT). To that end, total investment total in IT was R$210,262 thousand
in 2016, 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, while the key
projects, in progress or concluded, are:

Trading platform - PUMA Trading System

The first phase of the PUMA Trading System, which encompassed trading of financial and commodity
derivatives and spot foreign exchange came on stream in the second half of 2011; the equities module
entered production in the first half of 2013, while the private fixed income module migrated to the new
system at the end of the first half of 2014. The year 2015 saw the development and addition of new
functionalities, like the scheduled exercise of options, market protection and weighted average price tunnels
of securities for the BM&F Segment, as well as protection during the auction for contracts and structured
transactions. In 2016, the anonymous market functionality was developed and implemented for commodity
derivatives, while the protection tunnel was extended to the Bovespa Segment. It is worth pointing out that,
at the end of 2017, the PUMA infrastructure will be technologically upgraded, now at the new
BM&FBOVESPA, Data Center located in Santana do Parnaíba.

Post-Trade Integration

Ever since the merger of the two exchanges in 2008, one of the most important projects of BM&FBOVESPA
has been to integrate its clearinghouses. This integration will afford the Company greater efficiency and,
above all, for the market participants, since it will enable optimal use of capital for settling transactions (a
single settlement window and multilateral net result, bearing in mind the transactions of all markets) and
for the allocation of collateral to cover exposure to risk (a new risk model that takes into account opposing
risks assumed in different markets).

The clearinghouse integration program was strengthened with the announcement of the licensing of RTC
software from Swedish company Cinnober, at the end of 2011. RTC will be the backbone of the new
integrated clearinghouse and will offer huge technological innovation by having the essence of a trading
system, in other words, priority will be given to performance, real-time processing, availability and stability,
without sacrificing security and maintaining the robustness of the current models.

At the close of 2012, the market was officially introduced to the IPN of the BM&FBOVESPA for creating the
new integrated clearinghouse, which will be equipped with the new risk management system, which is at
the forefront no market international. This will expand the differential competitive advantages of
BM&FBOVESPA by offering a single risk and guarantee management system that will bring greater efficiency
in the allocation of capital for collateral pledging in multimarket and multi-asset portfolios.

In August 2014, the new BM&FBOVESPA clearinghouse went live for the entire derivatives market of the
BM&F Segment. In addition to the new technology infrastructure, the new system was implemented for
calculating CORE risk. This new integrated clearinghouse has brought greater efficiency in the allocation of
capital for the deposit of guarantees involving multimarket and multi-asset portfolios, thereby expanding
the differential competitive advantages of BM&FBOVESPA. For example, on the date the BM&FBOVESPA
clearinghouse was launched in the derivatives market, for the same uncovered positions and without
increasing risk to the system, the volume of collateral required was reduced by R$20 billion.

70
In 2015, BM&FBOVESPA embarked on the plan for the second phase of the BM&FBOVESPA integrated
clearinghouse, which includes integrating the post-trading processes of the equities and corporate fixed
income markets with those implemented in the first phase, namely derivatives. Technological development
was concluded in 4Q15, when integrated tests and certification with market participants began.

In 2016, important phases were completed in the second phase of the new BM&FBOVESPA Integrated
Clearinghouse The integrated tests, initiated in 4Q15, were completed during the year, leading to the start
of the parallel production phase that replicates, in the new production environment of the BM&FBOVESPA
Clearinghouse, all transactions closed in the production environment of those markets. Since July 2016, 12
parallel production cycles have taken place, which will continue in 2017, and it is expected that the systems
and processes of BM&FBOVESPA and those of the market participants will achieve the desired levels of
readiness and stability in mid-2017, at which time it will be possible to bring this phase of the integration to
a close.

ii. sources of financing for the investments

Currently, the primary source of financing of the Company’s investments is the cash generated from
operations. The Company may also evaluate supplementary alternative sources of financing by taking out
bank loans, raising finance from development agencies and by accessing the local and overseas capital
markets, in addition to occasional asset sales.

In 2010, the Company engaged in capital market transactions (by issuing debt abroad) as an alternative for
financing its investments.

In December 2016, the Company increased its level of indebtedness by issuing debentures and taking out
a foreign currency loan to cover its financial obligations arising from the business combination with the Cetip
which was approved by regulators in March 22, 2017.

iii. relevant on-going and projected divestments

Not applicable, as the Company has no relevant on-going or projected divestments.

b. acquisitions already disclosed of plants, equipment, patents or other assets
that might have a material effect on the Company’s production capacity

On April 8, 2016, BM&FBOVESPA announced the conclusion of discussions for the possible business
combination with Cetip, by means of a corporate restructuring. The terms of the proposed combination were
submitted to and approved by the respective extraordinary shareholder meetings of May 20, 2016.

On June 28, 2016, the transaction was submitted to the Cade (Brazilian Antitrust Authority) for analysis of
the merger of the two companies and was approved in March 22, 2017.

c. new products and services

i. description of on-going research already disclosed

Not applicable, since the on-going research is dealt with in section 10.8.a (i) above.

ii. total amounts spent by the Company in research for developing new
products or services

Not applicable, since the amounts spent on research are dealt with in section 10.8.a (i) above.

iii. projects under development already disclosed

There are no other projects under development already disclosed, other than those mentioned in section
10.8. a (i) above.

iv. total amounts spent by the Company in developing new products or
services

71
Not applicable, since the amounts spent in developing new products or services are dealt with in section
10.8.a (i) above.

10.9 – Other factors with material influence

Several events that occurred in 2016 and 2017 may substantially affect the Quarterly Information and
Financial Statements for 2017, such as:
a. Conclusion of the negotiations for the business combination with Cetip, which was
approved competent regulatory bodies in March 22, 2017;
b. Acquisition, on January 26, 2017, of an equity interest equivalent to 8.19% of Bolsa de
Valores de Lima (“BVL”), in an investment of 50.7 million Nuevos Soles Peruanos
(approximately R$49 million).

72
Exhibit III

Information on the proposal for allocation of earnings required by
Exhibit 9-1-II of CVM Instruction No. 481, of December 17, 2009

1. Inform the net income for the year.

The net income for the year ended December 31, 2016 was R$1.446.263.098,70.

2. Inform the total amount and amount per share of dividends, including advanced
dividends and interest on shareholders’ equity already declared.

The global amount to be distributed as dividends is R$900.000.000,00.

Gross amount per
Description share (R$) Total Gross Amount
Interest on Shareholders’ Equity 0,094973 169.663.000,00
Interest on Shareholders’ Equity 0,120618 215.592.000,00
Interest on Shareholders’ Equity 0,082090 146.730.000,00
Interest on Shareholders’ Equity 0,205891 368.015.000,00
Total amount to be distributed for year 2016 0,503570 900.000.000,00

3. Inform the percentage of net income for the year that has been distributed.

The percentage of net income to be distributed for the year ended December 31, 2016, will be
62.2%.

4. Inform the global amount and the amount per share of dividends distributed based on
income from prior years

There are no proposals for distribution of dividends based on income from prior years.

5. After deducting dividends paid in advance and interest on shareholders’ equity already
declared, please inform:

a. The gross amount of dividends and interest on shareholders’ equity, separately,
by share type and class;
b. Form and term of payment of dividends and interest on shareholders' equity;
c. Possible adjustments for inflation and accrual of interest on dividends and
interest on shareholders’ equity;
d. Date of the declaration of payment of dividends and interest on shareholders’
equity for purposes of identification of the shareholders entitled to receive them;

Not applicable. There are no proposals for the distribution of additional dividends based on net
income for 2016.

6. If the declaration of dividends or interest on shareholders’ equity was based on the
earnings determined in half-yearly balance sheets or shorter periods:
a. Inform the amount of dividends or interest on shareholders’ equity already
declared;

73
See table in item ‘b’ below.

b. Inform the relevant payment dates.

Gross
amount
per share
Description Resolution Payment (R$) Total Gross Amount
Interest on BDM BVMF May 12, June 6,
Shareholders’ Equity 2016 2016 0,094973 169.663.000,00
Interest on BDM BVMF August September
Shareholders’ Equity 11, 2016 6, 2016 0,120618 215.592.000,00
Interest on BDM BVMF December
Shareholders’ Equity November 11, 2016 2, 2016 0,082090 146.730.000,00
Interest on BDM BVMF January 12,
Shareholders’ Equity December 16, 2016 2017 0,205891 368.015.000,00
Total distributed in 2016 900.000.000,00

7. Provide a comparative table showing the following amounts by share type and class:

a. Net income for the year and three (3) prior years;

For purposes of disclosure of earnings per share, the basic earnings per share is calculated by
dividing income attributable to BM&FBOVESPA shareholders by the weighted average
number of outstanding shares during the period, according to the criteria provided for in
Accounting Pronouncement CPC 41 – “Earnings per Share,” issued by the Accounting
Pronouncements Committee.

2016 2015 2014
Net income for the year 1.446.263.098,70 2.202.238.045,10 977.053.025,26
Weighted average
number of outstanding
shares - ON 1.786.929.084 1.791.892.507 1.837.383.111
Basic earnings per share
(R$) 0,809357 1,229001 0,531763

b. Dividends and interest on shareholders’ equity distributed in the three (3) prior
years;

Gross
amount Total Gross
Description Share type
per share Amount
(R$)
Dividends 0,111538 ON 204.914.000,00
Dividends 0,109381 ON 200.061.000,00
Dividends 0,104814 ON 190.726.000,00
Dividends 0,103218 ON 185.941.000,00
Total distributed in 2014 781.642.000,00

Gross
Total Gross
Description amount Share type
Amount
per share

74
(R$)
Dividends 0,124110 ON 223.581.000,00
Interest on Shareholders’
0,142749 ON 254.392.000,00
Equity
Interest on Shareholders’
0,176557 ON 314.641.000,00
Equity
Interest on Shareholders’
0,252512 ON 450.000.000,00
Equity
Total distributed in 2015 1.242.614.000,00

Gross
amount Total Gross
Description Share type
per share Amount
(R$)
Interest on Shareholders’
0,094973 ON 169.663.000,00
Equity
Interest on Shareholders’
0,120618 ON 215.592.000,00
Equity
Interest on Shareholders’
0,082090 ON 146.730.000,00
Equity
Interest on Shareholders’
0,205891 ON 368.015.000,00
Equity s
Total distributed in 2016 900.000.000,00

Please note that the Company issues common shares only.

8. Should there be the allocation of income to the legal reserve:
a. Identify the amount allocated to the legal reserve;

As provided for in the first paragraph of article 193 of Law 6404/76, the recording of a legal
reserve based on income for the year ended December 31, 2016 has not been proposed, given
that the balance of this reserve, plus the amount of capital reserves mentioned in paragraph 1 of
article 182, represents R$14.330.975.969,12 and, therefore, exceeds 30% of the Company’s
capital stock.

b. Describe the calculations of the legal reserve.

According to articles 56 and 57 of the Company’s by-laws, the legal reserve shall be established
with the allocation of 5% of the net profit for the year, with the prior duly deduction of any
accumulated losses and the income tax provision. There are no proposals for allocation of a
portion of income for the provision of the legal reserve, according to item ‘a’ above.

9. In the event that the Company holds preferred shares entitled to fixed or minimum
dividends:
a. Describe the calculations of fixed or minimum dividends;
b. Inform whether the income for the year is sufficient for the full payment of fixed
or minimum dividends;
c. Identify if non-paid portions are cumulative;
d. Identify the global amount of fixed or minimum dividends to be paid to each
class of preferred shares;
e. Identify any fixed or minimum dividends to be paid per preferred share in each
class.

75
Not applicable. The Company issues common shares only.

10. Regarding mandatory dividend:
a. Describe the calculations provided for in the by-laws;

According to article 57 of the Company’s by-laws, after recording the legal reserve, any income
remaining should be adjusted through the recording of contingency reserves for and their
respective reversal, as the case may be. At least 25% of the balance remaining will be allocated
for payment of mandatory dividends.

b. Inform whether it is being paid in full;

Mandatory dividends are being paid in full. Please note that the Board of Directors proposed the
distribution of 62,2% of net income for the year ended December 31, 2016.

c. Inform any amount possibly retained.

The retention of dividends has not been proposed.

11. Should there be the retention of mandatory dividends due to the Company’s financial
condition:
a. Inform the amount retained;
b. Detail the financial condition of the Company indicating any aspects regarding
analysis of liquidity, working capital and positive cash flows;
c. Justify the retention of dividends.

Not applicable, given that the retention of dividends has not been proposed.

12. Should there be the allocation of income to the contingency reserve:
a. Identify the amount allocated to the reserve;
b. Identify any loss deemed probable, as well as its cause;
c. Explain why the loss was considered probable;
d. Justify the recording of the reserve.

Not applicable. There are no proposals for allocation of net income for recording of the
contingency reserve.

13. Should there be the allocation of income to unrealized profit reserves:
a. Inform the amount allocated to the unrealized profit reserve;
b. Inform the nature of unrealized profit that originated the reserve.

Not applicable. There are no proposals for allocation of net income for recording of unrealized
profit reserve.

14. Should there be the allocation of income to statutory reserves:
a. Describe the statutory provisions establishing the reserve;

According to article 57 of the Company’s by-laws, after recording the Legal Reserve, any
income remaining should be adjusted through the recording of reserves for contingencies, while
their respective reversal, as the case may be, should be distributed as follows: (i) A minimum of
25% should be allocated for payment of the mandatory dividends due to shareholders (limited to
the amount of net income paid for the year, as long as the difference is recorded as unrealized
profit reserve); and (ii) total net income remaining should be allocated for recording of the
76
statutory reserve that may be used for investments or to compose the funds and safeguards
required for the proper development of the activities carried out by the Company and its
subsidiaries, thus ensuring the appropriate settlement of the transactions performed and/or
registered on any of its environments and trading, registration, clearing and settlement systems,
and its custody services.
The amount allocated to the statutory reserve may not exceed the Company’s capital stock.
Should the amount of the statutory reserve be sufficient for the purposes intended, the Board of
Directors may also: (i) propose to the annual general meeting the allocation to said reserve, for a
given year, of a percentage of net income that is less than that established in the by-laws; (ii)
make decisions as provided for in the by-laws; and (iii) propose the reversal of a portion of the
reserve for distribution to shareholders.

b. Identify the amount allocated to the reserve;

The amount proposed for allocation to the reserve is R$546.263.098,70. This amount does not
include the amount of R$585.804,96 related to the realization of the revaluation reserve.

c. Describe the calculation of the amount.

R$
Net income for 2016 1.446.263.098,70
Interest on Shareholders’ Equity (900.000.000,00)
Statutory Reserve 546.263.098,70*

(*) As mentioned in the item above, this amount does not include the amount of R$585.804,96
related to the realization of the revaluation reserve.

15. Should a retention of earnings be foreseen in the capital budget:
a. Identify its amount;
b. Provide a copy of the capital budget.

Not applicable. No retention of earnings are foreseen in the capital budget.

16. Should there be the allocation of income to the tax incentives reserve:
a. Inform the amount allocated to the reserve;
b. Explain the nature of the allocation.

Not applicable. There are no proposals for allocation of net income to the tax incentives reserve.

77
Exhibit IV

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

José de
Antonio Eduardo Guilherme Menezes
Carlos Denise Pauli Mazzilli de Edgar da Florian Affonso Berenguer
Quintella Pavarina Vassimon Silva Ramos Bartunek Ferreira Neto
Date of February 16, December 12, September
April 14, 1963 October 7,1958 April 22, 1969 May 9, 1951
Birth 1966 1948 10, 1966
Business Business
Profession Banker Economist Economist Banker
Economist Administrator Executive
Taxpayer ID 156.899.567- 004.672.367- 762.604.298- 079.269.848-
864.614.277-91 076.818.858-03 033.540.748-09 63 00
(CPF) 91 76

Independent Independent Independent
Position Independent Director Director Director
Director Director Director
Director
Election
April 28, 2017 April 28, 2017 April 28, 2017 April 28, 2017 April 28, 2017 April 28, 2017 April 28, 2017
date
Investiture
April 28, 2017 April 28, 2017 April 28, 2017 April 28, 2017 April 28, 2017 April 28, 2017 April 28, 2017
date
Through to Through to Through to Through to
Through to the Through to the Through to the
the date of the date of the date of the date of
date of the date of the date of the
the annual the annual the annual the annual
annual meeting annual meeting annual meeting
Term of meeting meeting meeting meeting
convening to convening to convening to
office convening to convening to convening to convening to
judge the 2018 judge the 2018 judge the 2018
judge the judge the judge the judge the
financial financial financial
2018 financial 2018 financial 2018 financial 2018 financial
statements statements statements
statements statements statements statements
Coordinator of - - -
the Regulation
of Issuers
Committee;
Member of the
Member of
Risk and Coordinator of
the
Finance the Advisory
Compensation
Committee and Committee to the
Committee
Member of the Intermediation Member of the
and Risk and
Other Appointments Industry; Member Risk and
Finance
positions and of the IT Finance
Committee
Governance Committee and Committee
and Member
Committee, Member of the
of the
Coordinator of Integration
Integration
the Products Committee
Committee
and Pricing
Committee and
Coordinator of
the Integration
Committee
Appointed
by
No No No No No No No
controlling
shareholder
Independent
Yes No No Yes Yes Yes No
Member
Number of
consecutive 0
2 2 2 0 0 3
terms of
office

José Lucas Laércio José Luiz Antonio Luiz Luiz Nelson Pedro
Ferreira de José Roberto de Lucena de Sampaio Fernando Guedes de Pullen
78
Melo Machado Filho Cosentino Campos Figueiredo Carvalho Parente

December 30, August 25, 1968 August 11, January 15, November 18, February 21,
Date of Birth June 9, 1970
1956 1960 1964 1945 1953
Electronic University
Accountant Engineer Professor,
Electrical Business Business
Profession Lawyer Economist
Engineer Administrator Executive
and
Accountant
Taxpayer ID 117.307.901-78 116.001.028 011.084.707- 013.124.158- 027.891.838- 059.326.371-
032.737.678-39
(CPF) 50 35 72 53
Independent Independent
Independent Independent Independent Independent
Position Director Director Director
Director Director Director director
(Chairman)
Election date April 28, 2017 April 28, 2017 April 28, 2017 April 28, 2017 April 28, 2017 April 28, 2017 April 28, 2017
Investiture
April 28, 2017 April 28, 2017 April 28, 2017 April 28, 2017 April 28, 2017 April 28, 2017 April 28, 2017
date
Through to the Through to the Through to the Through to the Through to the Through to the
Through to the
date of the date of the date of the date of the date of the date of the
date of the annual
annual meeting annual meeting annual meeting annual meeting annual meeting annual meeting
Term of meeting convening
convening to convening to convening to convening to convening to convening to
office to judge the 2018
judge the 2018 judge the 2018 judge the 2018 judge the 2018 judge the 2018 judge the 2018
financial
financial financial financial financial financial financial
statements
statements statements statements statements statements statements
- - Coordinator of
Coordinator of
the
Member of the the Risk and
Member of the Appointments
Advisory Finance
Audit Committee Coordinator of and
Other Committee for Committee;
and Coordinator the Audit Governance
positions the Member of the
of the IT Committee Committee and
Intermediation Regulation of
Committee the
Industry Issuers
Compensation
Committee
Committee
Appointed by
controlling No No No No No No
No
shareholder
Independent No
Yes Yes Yes Yes Yes Yes
Member
Number of
consecutive
0 0 2 2 3 3 4
terms of
office

12.8. Directors’ Resumes

a. Resume
b. Judgments of guilt in administrative and court (including criminal) proceedings regarding the directors

Antonio Carlos Quintella - Member of the Board of Directors (Independent)
Founding partner of Canvas Capital. He was Chairman of Credit Suisse Hedging-Griffo, headquartered in São 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 bank’s presence in
that market, including the acquisition of Hedging-Griffo, in 2007. He is a member of the Board of Directors of Fundação 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 held in other companies or third-sector organizations: Member of the Board of Directors
of Fundação 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, final or otherwise, has been entered against Mr. Quintella in any disciplinary or court proceedings in the last
five years.

Denise Pauli Pavarina -Member of the Board of Directors
She holds a degree in Economics from Faculdade Armando Álvares Penteado - FAAP and in Law from Universidade Paulista -
UNIP, with an Executive MBA in Finance from Insper - Instituto de Ensino e Pesquisa and AMP – Advanced Management
Program from IESE Business School. 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
79
Manager and Manager of the Managed Portfolio Department. In September 1996 she was promoted to the position of
Executive Superintendent, being appointed Departmental Head in January 2001. In June 2006 she was appointed an
Executive Officer of Banco Bradesco BBI S.A. and in January 2007, Departmental Manager, remaining until December 2009
when she returned to Bradesco and was appointed Departmental Head. In January 2012 she was appointed Deputy
Executive Officer and, in February 2015, Managing Executive Officer, a position she currently holds. She is also and Managing
Director of Bram - Bradesco Asset Management S.A. Distribuidora de Títulos e Valores Mobiliários, having previously held the
position of Executive Superintendent. She is a member of the Steering Committee of Fundação Bradesco and Director of
FIMADEN, a foundation institute devoted to the treatment of digestive system and nutrition disorders, and Member of the
Ethic Conduct Committee. In addition to these activities she is a Member of the Board of Directors of Vale SA, Member of the
Board of Directors of 2bCapital SA, member of the Investment Committee of NEO Capital Mezanino Investment Fund and
Participations, Member of the Board of Directors Of the BRAiN Institute - Brasil Investimentos & Negócios, and Vice-Chair of
the Task Force on Climate-related Financial Disclosure. She was President of Anbima - Brazilian Association of Financial and
Capital Market Entities, Member of the Council of Representatives of the National Confederation of Financial Institutions -
CNF, Member of the Board of Directors of Instituto BRAiN – Brasil Investimentos & Negócios and an alternate Director of
Sete Brasil Participações S.A. She was a Member of the Board of CONEF - National Committee of Financial Education,
Member of the Board of Directors of Cielo SA, Bica De Pedra Industrial SA, Companhia Siderúrgica Belgo -Mineira, CPM Braxis
SA, Latasa SA and São Paulo Alpargatas SA, Alternate Member of the Board of Directors of ABRASCA - Brazilian Association
of Publicly-Held Companies, Member of the Advisory Board of ANCORD - National Association of Brokers and Distributors Of
Securities, Foreign Exchange and Merchandise, Director of UGB Participações SA, and Director of Institutional Relations and
Advisor of the Association of Capital Market Analysts and Professionals - APIMEC São Paulo..
Indication of all management positions held 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 Títulos e Valores
Mobiliários. Member of the Steering Committee of Fundação 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 Institute - Brasil
Investimentos & Negócios, and Deputy Member of the Board of Directors of Sete Brasil Participações S.A.
No judgment of guilty, final or otherwise, has been entered against Ms. Pavarina in any disciplinary or court proceedings in
the last five years.

Eduardo Mazzilli de Vassimon - Member of the Board of Directors
He holds a degree in Economics from the School of Economics of the University of São Paulo - USP and in Business
Administration from Fundação Getúlio Vargas, both completed in 1980, and a graduate degree from EAESP/FGV and École
dês Hautes Études Commerciales – France in 1982. Since 2013 he has been an Executive Officer of Itaú Unibanco Holding
S.A. and Executive Vice President of Itaú Unibanco S.A. He was Executive Vice President of Banco Itaú BBA S.A. from April
2003 to December 2008, in charge of the international, financial institutions, products and customer desk and treasury
areas; Executive Officer of the International Area of Banco BBA-Creditanstalt S.A. from 1992 to 2003; Assistant Executive
Officer, Foreign Exchange, at Banco BBA-Creditanstalt S.A from 1990 to 1991; and General manager for Foreign Exchange at
Itaú Unibanco S.A. from 1980 to 1990.
Indication of all management positions held in other companies or third-sector organizations: He is an Executive Officer of Itaú
Unibanco Holding S.A. and Executive Vice President of Itaú Unibanco S.A.
No judgment of guilty, final or otherwise, has been entered against Mr. Vassimon in any disciplinary or court proceedings in
the last five years.

Edgar da Silva Ramos – Member of the Board of Directors (Independent)
Economist graduated from UFRJ, he also holds a graduate degree in Capital Markets from FGV - Rio de Janeiro. He started
his professional career in 1971 as a fixed income trader with M. Marcello Leite Barbosa CCVM. He was the managing partner
of Stock DTVM, Patente Corretora and Lecca DTVM, between 1981 and 1986. In 1987, he founded Senior DTVM (currently
Ágora CTVM S.A.). His participation in stock exchanges and associations include: President of CETIP – Custody and
Settlement Chamber, appointed as a permanent member by the Company’s associates and temporarily holding the position
of General Manager in 2008; Director and President of ANDIMA – National Association of Financial Market Institutions (from
1994 to 2009); Board of Directors of Bolsa de Valores do Rio de Janeiro – BVRJ (from 2002 to 2011); Board of Directors of
the National Confederation of Financial Institutions - CNF (de 2000 a 2005); Board of Directors of Bolsa de Mercadorias e
Futuros - BM&F (from 1995 to 2002); and Board of Directors of Bolsa de Valores de Santos (from 1998 to 2000). His has
been a shareholder of XP Investimentos since 2015. On May 8, 2009, he was elected Chairman of CETIP’s Board of
Directors.
Indication of all management positions held in other companies or third-sector organizations: Member of the Board of Directors
of CETIP.
No judgment of guilty, final or otherwise, has been entered against Mr. Ramos in any disciplinary or court proceedings in the
last five years.

Florian Bartunek – Member of the Board of Directors (Independent)
Founding partner and CEO of Constellation Investimentos. Before founding Constellation, he was a partner and executive
officer of Banco Pactual, where he was head of research, proprietary trader, head of Asset Management and manager of the
bank’s funds and equity portfolios. Florian started his career at Banco Nacional in 1989. He holds a degree in Business
Administration from Pontifical Catholic University – PUC Rio (1990). Florian attended the Harvard Business School-YPO
program from 2010 to 2016 and completed the Value Investing course at Columbia University (2013), the Executive Program
at Singularity University (2015) and the Behavioral Finance Program at Harvard Kennedy School (2016). He was a lecturer at
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the Value Investing course at IBMEC-SP (currently Insper), president of the São Paulo Chapter of YPO (Young Presidents
Organization) and international director at ANBID. Florian is vice-president of Instituto ProA and seats on the board of
directors of Fundação Lemann, Fundação Estudar, Somos Educação and Nova Escola magazine.
Indication of all management positions held in other companies or third-sector organizations: Founding partner and CEO of
Constellation Investimentos, vice-president of Instituto ProA and seats on the board of directors of Fundação Lemann,
Fundação Estudar, Somos Educação and Nova Escola magazine.
No judgment of guilty, final or otherwise, has been entered against Mr. Bartunek in any disciplinary or court proceedings in
the last five years.

Guilherme Affonso Ferreira – Member of the Board of Directors (Independent)
Member of the Board of Directors of Petrobras since April 2015 and Chairman of the Financial Committee of the same
company, member of the Board of Directors of Sul América since 2010 and member of its Compensation Committee, member
of the Board of Directors of Valid since 2012, member of the Board of Directors of Arezzo since 2013 and Chairman of its
Audit Committee, member of the Board of Directors of Gafisa since 2011 and member of its Governance Comm ittee, and also
member of the Board of Directors of Time for Fun. He has been a partner/manager of Teorema Gestão de Ativos since 1988.
He is also a member of the Board of Directors of charities such as Instituto de Cidadania Empresarial, Esporte Solidário and
Sitawi, in addition to being a Director of Sociedade Harmonia de Tênis. He holds a degree in Production Engineering from
Polytechnic School - USP, and also attended Economics and Politics programs at Macalester College in the USA, in addition to
a continuing education program at James Cook University in Australia.
Indication of all management positions held in other companies or third-sector organizations: Member of the Board of Directors
of Petrobras and Chairman of the Financial Committee of the same company, member of the Board of Directors of Sul América
and member of its Compensation Committee, member of the Board of Directors, member of the Board of Directors of Arezzo
and Chairman of its Audit Committee, member of the Board of Directors of Gafisa and member of its Governance Committee,
and also member of the Board of Directors of Time for Fun. Partner/manager of Teorema Gestão de Ativos He is also a member
of the Board of Directors of charities such as Instituto de Cidadania Empresarial, Esporte Solidário and Sitawi, in addition to
being a Director of Sociedade Harmonia de Tênis
No judgment of guilty, final or otherwise, has been entered against Mr. Ferreira in any disciplinary or court proceedings in the
last five years.

José de Menezes Berenguer Neto - Member of the Board of Directors
He obtained a Bachelor’s Degree in Law in 1989 from the Pontifical Catholic University of São Paulo. He was appointed
President of JP Morgan in Brazil beginning April 1, 2013. He is President of A.B.B.I - Associação Brasileira de Bancos
Internacionais, and Member of the Board of Directors and Executive Officers of Febrabran - Federação Brasileira de Bancos. He
was CEO of Gávea Crédito 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, and Proprietary Trading. Together with the GP Group he founded Utor Investimentos -NY/São Paulo.
Between 1997 and 1998 he served as Co-Head of Emerging Markets and High Yield Fixed Income at ING Bank – New York,
as a member of the Corporate and 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 Gávea
Investimentos S.A., FEBRABAN, ANBIMA, Fundação Brasileira de Proteção da Juventude e Infância and the Emerging Markets
Traders Association.
Indication of all management positions held in other companies or third-sector organizations: President of JP Morgan in Brazil,
member of Central de Exposição 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 Ne to in any disciplinary or court
proceedings in the last five years.

José Lucas Ferreira de Melo – Member of the Board of Directors (Independent)
Bachelor of Science in Accounting from the Unified Teaching Association of the Federal District (AEUDF). He is a member of
the Board of Directors of International Meal Company Alimentação S.A. since February 18, 2011 and is a partner of Lucas
Melo e Associados Ltda since December 12, 2008. He was a member of the Board of Directors (2010 to 2016) and
Coordinator of the Audit Committee of Dufry AG (2013 to 2016), member of the Board of Directors of Restoque Comércio e
Confecções de Roupas SA (2013 - 2016) and DASA - Diagnósticos da América SA (2009 to 2012). He was Executive Director
of Febraban (2005 to 2007) and Sector Director of Audit and Compliance (2001 to 2002), responsible for the Ibracon
National Audit Committee (1996 and 1997), Director of the São Paulo Biennial (2009 -2011), member Of the Audit Committee
(financial specialist) of Bradesco SA (2009 to 2014), member of the Board of Directors of Dufry South America (2009 and
2010), member of the Board of Directors of Dibens Leasing (2007 to 2009), Executive Director of Unibanco Holdings (2003
to 2007), Executive Director and later Vice-President of Unibanco SA (1999 to 2007), partner of Global Control (1998 and
1999), Partner of Price Waterhouse (1993 to 1997) and Director of the Securities and Exchange Commission - CVM (1992).
He was a member of the Audit Committee of CETIP, as an external and independent member, with recognized experience in
matters of corporate accounting (2013 to 2015). Was elected, on April 28, 2014, to occupy the position of Independent
81
Member of the Board of Directors of CETIP, position held to date.
Indication of all management positions held in other companies or third-sector organizations: Member of the Board of
Directors and Coordinator of the Audit Committee of Dufry AG, member of the Board of Directors and Coordinator of the
Audit Committee of International Meal Company Holdings SA (IMC), member of the Board of Directors of Restoque SA and
CETIP.
No judgment of guilty, final or otherwise, has been entered against Mr. Ferreira de Melo in any disciplinary or court
proceedings in the last five years.

José Roberto Machado Filho - Member of the Board of Directors
He holds a Bachelor’s degree in Electric Engineering from the Faculdade de Engenharia Industrial (FEI) in São Paulo and
Master’s degree in Business Administration, Economics and Finance from the University of São Paulo. He was an engineer at
Keumkang Limited from 1990 to 1991, foreign exchange manager from 1992 and 1995 and trading desk manager of
emerging markets from 1992 to 1996 at Banco CCF Brasil S.A. He was also an executive officer of Banco Rabobank
Internacional Brasil S.A. from 1998 to 2003 (financial sector) and an executive officer at Banco Real from 2003 to 2009
(financial sector). Currently, he is responsible for the Individuals Business area of Banco Santander. He is also an executiv e
officer at Banco Bandepe S.A. (the company is part of the Issuer’s economic group) and member of the Board of Directors of
Zurich Santander Brasil Seguros e Previdência S.A., Zurich Santander Brasil Seguros S.A., Super Pagamentos e Administração
de Meios Eletrônicos (the company is part of the Issuer’s economic group) and CETIP.
Indication of all management positions held in other companies or third-sector organizations: Responsible for the Individuals
Business area of Banco Santander, executive officer at Banco Bandepe S.A. and member of t he Board of Directors of Zurich
Santander Brasil Seguros e Previdência S.A., Zurich Santander Brasil Seguros S.A., Super Pagamentos e Administração de
Meios Eletrônicos (the company is part of the Issuer’s economic group) and CETIP
No judgment of guilty, final or otherwise, has been entered against Mr. Machado Filho in any disciplinary or court
proceedings in the last five years.

Laércio José 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.
Graduated in Electrotechnic Engineering from the Polytechnic School of the University of São 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 Brazil’s 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 Mendelics, Director of IOS – Social Opportunity Institute, among other activities.
Indication of all management positions held 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 - Member of the Board of Directors (Independent)
Lawyer, founding partner of Barbosa Müssnich & Aragão - Advogados. He was a Director of the Brazilian Securities Commission
from 2001 to 2004. He was a member of the Board of Directors and Fiscal Council of privately-held and publicly-held
companies. He participated in the Regulation Commission of Bolsa Mercantil e de Futuros (BM&F). He is a member of the
Capital Markets Commission of the Brazilian Institute of Corporate Governance (IBGC). He was a Lecturer at Getúlio Vargas
Foundation. Author of various articles and collective books in the area of Law.
Indication of all management positions in other companies or third-sector organizations: founding partner of Barbosa, Müssnich
& Aragão – 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 - Member of the Board of Directors (Independent)
Business administrator specializing in Finance from Fundação Armando Álvares Penteado (FAAP), having been a professor on
that institution’s MBA Program. He is co-founder and Head Managing Partner at Mauá Capital 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 Pão de Açúcar, President of the Association of Capital Market Investors (Brazilian acronym, AMEC) and a
Director of Industry Romi. He was founding partner of Gávea 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 Mauá Capital Investimentos., currently serving as Director of the Brazilian Financial and Capital Markets
Association (Associação Brasileira das Entidades dos Mercados Financeiro e de Capitais – ANBIMA). 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 disciplin ary or court
proceedings in the last five years.

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Luiz Nelson Guedes de Carvalho - Member of the Board of Directors (Independent)
Doctor of Accounting and Controlling from FEA / USP, where he is a Professor. Specialist in litigation involving issues of
Corporate Accounting and International Accounting, Risk Management, and Auditing. Member of Boards of Directors and
Audit Committees of Publicly-held Companies. Member of the Accounting Pronouncements Committee CPC. He was awarded
by the CRC SP with the "Hilário Franco" medal and FECAP by Fundação Escola de Comercio Álvares Penteado with the title
"Doctor Honoris Causa". He was Chairman of the Advisory Board of the IASB (2005 -2008), Independent Auditor (1965-
1990), Director of the CVM (1990-1991) and Central Bank (1991-1993).
Indication of all management positions held in other companies or third-sector organizations: Chairman of the Board of
Directors of Petrobras. Coordinator of the Audit Committee of the Cia. Brasileira de Distribuição / Grupo Pão de Açúc ar,
Member of the Fiscal Council of the NGO Fundação Amazônia Sustentável; independent member of the Self -Regulatory Board
of the Brazilian Federation of Banks (FEBRABAN); managing partner of NISA Soluções Empresariais Ltda. and NCV
Consultoria Empresarial Ltda.
No judgment of guilty, final or otherwise, has been entered against Mr. Carvalho in any disciplinary or court proceedings in
the last five years.

Pedro Pullen Parente - Member of the Board of Directors (Independent)
He starts his career in public service at Banco do Brasil in 1971, he was transferred to the Central Bank in 1973, in both cases
by public tender. He was a consultant to the International Monetary Fund and public institutions in the country, including
Secretaries of State and the National Constituent Assembly of 1988, woring in various positions in the Government's economic
area. He was Minister of State (1999-2002), and was the coordinator of the transition team of the Government of President
Fernando Henrique Cardoso to President Lula. In this period, it was also relevant his performance as President of the Energy
Crisis Management Chamber of 2001/2002. From 2003 to 2009, he was Executive Vice President (COO) of the RBS Group and
from January 2010 to April 2014 he was the President and CEO of Bunge Brasil. He is currently President of Petróleo Brasileiro
S.A. – Petrobrás, Licensed Partner of the Prada Group of consulting and financial advisory companies.
Indication of all management positions held in other companies or third-sector organizations: President of Petróleo Brasileiro
S.A. - Petrobras.
No judgment of guilty, final or otherwise, has been entered against Mr. Parente in any disciplinary or court proceedings in the
last five years.

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 Total meetings held after taking % of attendance in the meetings
office,and until December 2016 held
Antonio Carlos Quintella 18 83,33%
Denise Pauli Pavarina 18 83,33%
Eduardo Mazzilli de Vassimon* 18 94,44%
José de Menezes Berenguer Neto 18 83,33%
Laércio José de Lucena Cosentino 15 80%
Luiz Antonio de Sampaio Campos 18 83,33%
Luiz Fernando Figueiredo 18 88,88%
Luiz Nelson Guedes de Carvalho 18 88,88%
Pedro Pullen Parente 18 100%

Note: This item does not apply to candidates who might be appointed for the first time to the Board of Directors at the Annual General
Meetings to be held on April 28, 2017, which are: Edgar da Silva Ramos, Florian Bartunek, Guilherme Affonso Ferreira, José Lucas Ferreira de
Melo e José Roberto Machado Filho.

12.7 / 12.8 Advisory Committees to the Board of Directors

Not applicable as the new composition of the advisory committees to the Board of Directors will only be defined at a later time
by the Members of the Board of Directors themselves elected at the Annual General meeting of April 28, 2017 pursuant to the
Company’s bylaws.

12.9. Marital relationships or domestic partnerships or family relationships to the second degree between :

a. the directors of the registrant

There are no marital relationships or domestic partnerships or family relationships to the second degree between any directors
of the registrant.

b. (i) the directors of the registrant and (ii) the directors of its direct and indirect subsidiaries

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There are no marital relationships or domestic partnerships or family relationships to the second degree between any directors
of the registrant and the directors of its direct and indirect subsidiaries.

c. (i) the directors of the registrant or its direct or indirect subsidiaries and (ii) its direct or indirect controlling
shareholders

Not applicable as we have no controlling shareholders.

d. (i) the directors of the registrant and (ii) the directors of its direct and indirect controlling shareholders

Not applicable as registrant has no controlling shareholders.

12.10. Employment, service or control relationships in the last three fiscal years between the directors of the
registrant and:

a. any direct or indirect subsidiary of the registrant

There are no employment, service or control relationships between the registrant’s directors and its direct or indirect
subsidiaries.

b. direct or indirect controlling shareholder of the registrant

Not applicable as registrant has no controlling shareholders.

c. any material supplier, customer, debtor or creditor of either the registrant, its subsidiary or the controlling
shareholders or subsidiaries under common control

Not applicable once there is no material supplier, customer, debtor or creditor of either the registrant.

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Exhibit V
BM&FBOVESPA S.A. - BOLSA DE VALORES, MERCADORIAS E FUTUROS

National Corporate Taxpayers Register of the Ministry of Finance (CNPJ/MF) No.
09.346.601/0001-25

State Registration Number (NIRE) 35.300.351.452

STOCK AWARDS PLAN

approved by the Extraordinary Shareholders Meeting held on May 13, 2014 and amended
by the Extraordinary Shareholders’ Meeting held on [xx] [x], 2017.

1. Purpose of the Stock Awards Plan

1.1. The Purpose of the Stock Awards Plan of BM&FBOVESPA S.A. – Bolsa de Valores,
Mercadorias e Futuros (“Company” or “BM&FBOVESPA”), created pursuant to the applicable
law and regulations of the Brazilian Securities Commission (“CVM”) (“Stock Awards Plan”), is
to provide the managers and employees of the Company and of its direct and indirect controlled
companies (included in the concept of Company for the purposes of this Stock Awards Plan) with
the opportunity to become shareholders of the Company, consequently obtaining an increased
alignment of their interests with the interests of the shareholders and sharing the capital market
risks, as well as enabling the Company and its controlled companies to attract and retain its
managers and employees.

1.2. The managers and employees of the Company and controlled companies (“Beneficiaries”)
are eligible to take part in the Stock Awards Plan, with due regard for the provisions of item 12
of this Stock Awards Plan.

2. Shares Included in the Stock Awards Plan

2.1. Shares may be granted within the scope of this Stock Awards Plan, in the course of its term
of effectiveness, up to 2.5% of the total shares of the Company’s capital stock, verified on its
granting date.

2.1.1. The limit set forth in item 2.1 does not take into account the shares actually transferred or
those transferred with lock-up periods under this plan, and the remaining balances of other Plans
in effect as of the date of approval of this Stock Awards Plan.

2.2. For the purposes of this Stock Awards Plan, the Company shall use shares held in treasury,
with due regard for the CVM rules.

3. Management of the Stock Awards Plan

3.1. The Stock Awards Plan shall be directly managed by the Board of Directors or, at its
discretion, by the Company’s Remuneration Committee (“Committee”).

3.2. The Board of Directors or the Committee, as applicable, shall define annually the total
number of shares to be granted to the Beneficiaries according to the results achieved by the
Company in compliance with objective performance goals, which shall include, at least, profit
goals and expected results for the fiscal year, as determined by the Board of Directors.

3.3. The Board of Directors or the Committee, as applicable, may grant for an annual fiscal year,

85
subject to the provisions of item 3.2, the maximum of up to 1% of the total capital of the Company,
as ascertained on its grant date.

3.4. The Board of Directors or the Committee, as the case may be, shall have broad powers, with
due regard for the provisions of the Stock Awards Plan and, in relation to the Committee, the
guidelines fixed by the Company’s Board of Directors, for the organization and management of
the Stock Awards Plan and the granting of shares.

3.4.1. Notwithstanding the provisions in the main section hereof, no decision of the Board of
Directors or of the Committee shall, except for the adjustments permitted under the Stock Awards
Plan: (i) increase the total limit of the shares that may be granted; (ii) amend or damage any rights
or obligations of any existing agreement without the Beneficiary’s consent; (iii) modify the rules
relating to the granting of shares to the Board of Directors, as defined in item 12 below.

3.5. The Board of Directors or the Committee may, at any time, at all times with due regard for
the provisions in item 3.4.1: (i) modify or discontinue the Stock Awards Plan; (ii) establish, as
proposed by the Chief Executive Officer, goals relating to the performance of the employees and
officers of the Company and its controlled companies, in such a manner to establish criteria for
election of the Beneficiaries or determination of the quantity of shares to be attributed to them;
(iii) except for the provisions in item 10.2 of this Stock Awards Plan, accelerate any terms for
transfer of the shares or lock-up periods; (iv) amend the programs in force so as to adapt them to
changes in the Plan that may subsequently be approved by a Shareholders’ Meeting; and (v)
establish the regulations applicable to omitted cases.

3.6. In the exercise of its responsibilities, the Board of Directors or the Committee, as the case
may be, shall be solely subject to the limits established by law, by the CVM regulations and by
the Stock Awards Plan, not being required, under any rule of equal condition under the law or
analogy, to extend to everyone the conditions that they deem to be solely applicable to some, with
due regard for the peculiarities of each case.

3.7. The resolutions of the Board of Directors or the Committee, as the case may be, are binding
upon the Company and the Beneficiaries in relation to all matters concerning the Stock Awards
Plan.

4. Provisions and Conditions for granting of shares

4.1. The Board of Directors or the Committee, as the case may be, shall create Stock Awards
Programs (“Programs”) from time to time, which shall define: (i) the Beneficiaries; (ii) the total
number of shares of the Company subject to granting, subject to the provisions in item 3.2 and
3.3; (iii) criteria for election of the Beneficiaries and determination of the quantity of shares to be
allocated, subject to the provisions in item 4.1.2 and 4.1.3; (iv) the division of the shares in lots,
subject to the provisions in item 4.1.1; (v) waiting periods for transfer of the shares, subject to the
provisions in item 4.1.1, (vi) any restrictions to the transfer of shares received by the Beneficiaries
or lock-up periods of shares received by the Beneficiaries, as set forth in item 4.1.1 and pursuant
to item Erro! Fonte de referência não encontrada. below; and (vi) any provisions about
penalties.

4.1.1. For each Program, a minimum total term of three (3) years from that Program’s stock grant
date and the last date for transfer of stock granted to the same Program or, as the case may be, the
last maturity date of the lock-up period, shall be respected. Moreover, a minimum waiting period
of twelve (12) months shall be respected between: (i) the Program’s grant date and the first
transfer date of any lot of shares from that Program or, as the case may be, the first maturity date
of lock-up periods; and (ii) between the dates of transfer of each lot of shares of that program, or
each maturity date of lock-up periods,after the first transfer.

86
4.1.2. The Board of Directors or the Committee, as appropriate, shall establish ranges on the
number of shares that will be tied to the expected profits of the Company, subject to Section 3.2,
and the level of responsibility and strategic importance of the function that the Beneficiary
exercises.

4.1.3. The granting of shares shall be conditioned on the achievement of goals by the Beneficiaries
and individual assessment of performance and potential.

4.1.4. The granting of shares to members of the Board of Directors is subject to the provisions set
forth in item 12 below.

4.2. When each Program is launched, the Board of Directors or the Committee, as the case may
be, shall determine the terms and conditions for granting shares in a Stock Awards Agreement
(“Agreement”), to be entered into by and between the Company and each Beneficiary. The
Agreement shall define at least the following conditions:

a) the quantity of shares that the Beneficiary shall be entitled to receive, in accordance
with the Program, as long as the terms and conditions established therein are satisfied;

b) the term and conditions for transfer of the shares, subject to item 4.1.1;

c)b)rules about any restrictions on the transfer of the shares received and the rules or
terms applicable to any restrictions on the transfer of the shares received (lock-up
period) and provisions about penalties in case of breach of such restrictions; and

d)c)any other provisions and conditions that are not in accordance with the Stock Awards
Plan or the respective Program.

4.3. Except when the Program establishes a lock-up period for the Beneficiaries, the transfer of
shares to the Beneficiary shall solely take place upon the consummation of the conditions and
terms set forth in this Stock Awards Plan, in the Programs and Agreements, in such a manner that
the granting of the right to receive the shares does not guarantee to the Beneficiary by itself any
rights in the shares and does not even represents any guarantee of receipt thereof, except for those
provided for in said Stock Awards Plan, the Programs and Agreements.

4.3.1. In the event that the Board of Directors or the Committee, as the case may be, establishes
the minimum lock-up period mentioned in item 6.1 below, the shares granted to the Beneficiaries
in question may be transferred to them on the next grant date.

4.4. he shares granted shall have the rights established in the Stock Awards Plan and in the
respective Programs and Agreements, the Beneficiary shall not be entitled to receive, (i) even
before the definite transfer of shares, an amount equivalent to dividends or any other proceeds
paid by the Company; and/or (ii) in the case of the shares transferred and subject to lock-up
periods, the dividends or any other proceeds paid by the Company. In any case, the Board of
Directors or the Committee, as the case may be, may define adjustment mechanisms before the
definite transfer of such shares.

4.5. No share shall be transferred to the Beneficiary unless all legal, regulatory and contractual
requirements have been fully satisfied.

4.6. No provision of the Stock Awards Plan, of any Program or of the Agreement shall entitle any
Beneficiary to remain as a manager or employee of the Company, nor shall it interfere in any
manner with the Company’s rights to terminate, at any time, the manager’s term of office or the
employee’s employment contract.

87
4.7. The shares granted under the Stock Awards Plan have no relationship and are not related to
its fixed remuneration or occasional profit sharing.

4.8. The Beneficiary shall have none of the rights and privileges of the Company’s shareholders,
except those referred to in the Stock Awards Plan, upon the granting of the right to receive the
shares that are the purpose of the respective Program and Agreement. The Beneficiary shall solely
have the rights and privileges inherent in the condition of shareholder after the final transfer of
the shares.

5. Transfer of the shares under the Agreement

5.1. The shares shall be transferred to the Beneficiaries in accordance with the quantities and
terms lots and in the period provided for in the respective Agreement, as long as the conditions
established in the Stock Awards Plan, the Program and the Agreement are met.

5.1.1. It shall be incumbent upon the Company’s management to take all measures required to
formalize the transfer of the shares under the Agreement.

5.2. The Beneficiaries are subject to the rules that restrict the use of privileged information
applicable to publicly-held corporations in general and to those established by the Company.

5.2.1. The Board of Directors or the Committee, as the case may be, may determine the
suspension of receipt of the shares under the Agreement whenever situations occur that, under the
law or the applicable regulations, restrict or prevent the trading of shares by the Beneficiaries.

6. Restrictions on the Transfer of Shares

6.1. The Board of Directors or the Committee, as the case may be, may establish for the
Beneficiaries a minimum lock-up period for the sale, transfer or otherwise the disposal of the
Company’s shares received under the Stock Awards Plan, as well as of those that may be received
by them in connection with bonuses, splitting, subscriptions or any other form of acquisition that
does not involve the disbursement of the Beneficiary’s own funds, or securities that entitle
subscription to or acquisition of shares, as long as such shares or securities have arisen for the
Beneficiary from the ownership of shares under the Stock Awards Plan.

6.1.1. In the case of lock-up periods applicable to the shares granted and effectively transferred,
the Board of Directors or the Committee, as the case may be, at its discretion, may exempt the
Beneficiaries from the minimum lock-up period referred to in item 6.1 above.

6.1.2. Unless otherwise specifically resolved by the Board of Directors or the Committee, as the
case may be, the disposal of the shares in any manner while the period set forth in item Erro!
Fonte de referência não encontrada. above has not elapsed shall result in the Beneficiary’s
(i) loss, without any right to indemnity, of the right to receive all shares not transferred yet to
which the Beneficiary would be entitled under the same Program and Agreement; and/or (ii)
obligation to return the amount equivalent to the shares effectively transferred to the Beneficiary
and that are still subject to the lock-up periods provided for in the corresponding Program and
Agreement, including the amount of any shares disposed of without authorization, and this
amount should be based on the closing price of shares on the day before the date of return.

6.2. The Beneficiary also undertakes not to encumber the shares that are subject to a lock-up
period, and not to create any liens thereon that might prevent the enforcement of the provisions
of this Stock Awards Plan.

6.3. The Company shall register the transfer of shares under the Stock Awards Plan upon its
occurrence, and they shall remain unavailable for the period set forth in the Program, as

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applicable.

7. Removal or Dismissal for Cause

7.1. Removal from a position due to violation of the duties and attributions of the manager or
dismissal of the Beneficiary due to reasons that could be characterized as just cause, under civil
or labor law, as the case may be, shall result in (i) loss, without any indemnity, of the right to
receive all shares that would be otherwise received under the Stock Awards Plan that have not
been transferred yet; and/or (ii) the obligation to return to the Company the amount equivalent to
the shares that were effectively transferred to the Beneficiary under the Stock Awards Plan but
are still subject to lock-up periods, as provided for in item 6.1 above. Said amount should be
ascertained based on the closing price of shares on the date of termination of the employment
agreement.

8. Resignation, Removal, Voluntary Termination, Dismissal without Cause or Retirement

8.1. Unless otherwise resolved by the Board of Directors, or by its delegation, orby the
Committee, as the case may be, or by their delegation, by the Chief Executive Officer, in case of
termination of the Beneficiary’s relationship with the Company due to removal from the position
of manager or dismissal without cause resignation or voluntary termination not covered by the
provisions of item Erro! Fonte de referência não encontrada., the Beneficiary: (i) shall receive
the proportional number of shares of the lots falling due, granted but not transferred to him/her
under the Stock Awards Plan corresponding to the period worked in the year of the termination;
and/or (ii) will be free to trade the proportional number of shares transferred but still subject to
the lock-up periods, while the amount equivalent to the remaining shares transferred but still
subject to the lock-up period shall be returned to the Company, calculated at the closing price of
shares on the date of termination of the employment agreementall shares for which the deadline
for transfer by the Company has already elapsed, pursuant to the respective Program or
Agreement; and (ii) shall lose, without any indemnity, the right to receive the shares for which
the deadline for transfer has not elapsed yet.

8.1.1. Except if resolved otherwise by the Board of Directors, or its delegation, by the Committee,
or by their delegation, by the Chief Executive Officer, in the case of termination of an employment
agreement due to resignation or voluntary dismissal, the Beneficiary: (i) shall receive all shares
for which the deadline for transfer by the Company has already elapsed, pursuant to the respective
Program or Agreement; and (ii) shall lose, without any indemnity, the right to receive the shares
for which the deadline for transfer has not elapsed yet; and/or (iii) shall return to the Company
the amount equivalent to the shares effectively transferred to the Beneficiary under the Stock
Awards Plan that were still subject to lock-up periods, as provided for in item 6.1 above,
calculated at the closing price of shares on the date of termination of the employment agreement.

8.1.1.8.1.2. The Board of Directors, or by its delegation, by the Committee, as the case may be,
or by their delegation, the Chief Executive Officer, may maintain or bring forward the deadlines
for transfer of shares granted to certain Beneficiaries, or the date of maturity of lock-up periods,
wholly or in part, whose relationship with the Company is terminated pursuant to item 8.1.1.

8.1.3. For Beneficiaries with simultaneous statutory and employment bonds with the Company,
the rules governing the employment relationship provided for in item 8 herein shall prevail.

8.2. In the event of retirement, the Beneficiary: (i) shall receive shares for which the deadline for
transfer by the Company has already elapsed; and (ii) shall lose, without any indemnity, the right
to receive the shares for which the deadline for transfer has not elapsed yet, unless the Beneficiary
undertakes not to provide services during at least twelve (12) months, with or without an
employment relationship, to any companies and institutions that operate, even indirectly, in the
same markets as that of the Company.

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8.2.1. If the Beneficiary has signed the commitment set forth in item 8.2 herein, the shares shall
only be transferred after the end of the term of said commitment.

8.2.2. With regard to Beneficiaries holding shares subject to lock-up periods, in the case of
retirement, the amount equivalent to such shares shall be returned to the Company, except if the
Beneficiary has signed the commitment mentioned in item 8.2 above and, in this case, the lock-
up periods shall be effective until the maturity date of the commitment signed by the Beneficiary.

9. Death and Permanent Disability

9.1. If the Beneficiary dies or becomes permanently disabled in regard to performing his/her
duties in the Company as a manager or an employee, the right to receive the shares granted shall
be ensured to the Beneficiary or his/her heirs and successors, as the case may be. The shares
granted shall be transferred, whether or not the terms set forth in the Agreement have elapsed,
and the shares effectively transferred but still subject to lock-up periods shall not be returned to
the Company and shall be free for trading. In case of death, the heirs and successors shall receive
the shares as set forth in the last will and testament, as established in the probate proceeding or in
an applicable court order.

9.2. In the events set forth in item 9.1, the shares that may be received by the Beneficiary, his/her
heirs or successors shall be free and clear for transfer, sale or disposal at any time.

10. Adjustments

10.1. If the quantity of shares existing in the Company is increased or decreased as a result of
share bonuses, grouping or splitting, proper adjustments shall be made to the quantity of shares
under the Programs and Agreements in relation to those shares not transferred to the Beneficiaries
yet.

10.1.1. The adjustments pursuant to the conditions of item 10.1 above shall be made by the Board
of Directors or the Committee, as the case may be, and such resolution shall be final and binding.
No fraction of shares shall be sold or issued in connection with any such adjustments.

10.2. Except as provided for in item 10.2.1 herein, Iin the event of dissolution, conversion,
merger, amalgamation, spin-off or reorganization of the Company, whereby the Company is not
the surviving company or, if it is the surviving company, it no longer has its shares admitted for
trading on the stock exchange, the Agreements of the Programs in effect, at the discretion of the
Board of Directors or the Committee, as the case may be, may: (i) be transferred to the successor
company; (ii) have their waiting period for transfer or the maturity of lock-up periods accelerated.

10.2.1. At the Board of Directors’ exclusive discretion, should there be any change in or transfer
of share control, the Agreements of the Programs in force may have their waiting periods for
transfer or the maturities of lock-up periods accelerated.

10.3. The Beneficiaries shall be notified in reasonable advance about the occurrence of any of the
events referred to in items 10.2 and 10.2.1.

11. Term of Effectiveness of the Stock Awards Plan

11.1. The Stock Awards Plan shall become effective upon its approval by the Shareholders
Meeting of the Company and may be discontinued at any time, by resolution of the Board of
Directors, without prejudice to: (i) the prevalence of the restrictions to the tradability of the shares;
(ii) the provisions of item 3.4.1; and (iii) the receipt of the shares under the Programs and

90
Agreements not transferred yet, in which case the Board of Directors may establish a term for the
transfer thereof to the Beneficiaries.

12. Stock Awards to the Members of the Board of Directors

12.1. Stock awards to members of the Board of Directors under this Stock Awards Plan shall
comply with the general provisions set forth in this Stock Awards Plan, especially the provisions
of this item 12 (“Granting to the Board”).

12.1.1. The rules set forth in this item 12 shall prevail in case of conflict with the other rules of
this Stock Awards Plan and the provisions of this item 12 shall not be modified by the Board of
Directors or the Committee, in view of the exercise of the duties set forth in items 3.4. and 3.5.

12.2. The members of the Board of Directors are eligible to be beneficiaries of the Award made
to the Board as from the date of the Shareholders Meeting that elects them to the position, or any
other term that may be determined by the Shareholders Meeting.

12.2.1 Directors appointed by the Board of Directors itself in the event of a vacancy, as provided
for in the Company’s by-laws, and who have exercised their duties for a minimum period of 6
months in the year of taking office, are eligible to be beneficiaries.

12.3. Each The Beneficiaryies that areis a members of the Board of Directors shall be awarded
on a yearly basis jointly, a total of up to 15,700 172,700shares issued by the Company, to be
linearly distributed among the members of the Board of Directors except as provided for in item
12.3.1, pursuant to the resolution of the Shareholders Meeting. The measures for consummation
of the award and for execution of the respective Agreements shall be taken by the Executive
Board.

12.3.1. Any waiver of the right to receive shares by a member of the Board of Directors shall be
notified in writing, mandatorily before the execution of the respective Agreement. In the event of
waiver of the right to receive shares by a member of the Board of Directors, the number of shares
that would be granted to said Beneficiary that is a member of the Board of Directors shall be
distributed equally to the other Beneficiaries that are members of the Board of Directors.

12.4. Any award to the Board shall be made in a single lot, on the same dates of approval of the
Programs to award shares to the other Beneficiaries of this Stock Awards Plan.

12.5. The shares granted under the Agreements of Beneficiaries that are members of the Board of
Directors shall be transferred to the relevant Beneficiary after 2 years as from the expiration of
each term of office as a member of the Board of Directors in which the Agreement is executed,
except for the events described in item 12.6 below.

12.5.1. The shares granted to the Members of the Board of Directors will be entitled to receive an
amount equivalent to dividends, as well as any other proceeds paid by the Company from the
grant date until the definitive transfer.

12.6. In case of removal, resignation, expiration of the term of office without reelection or
expiration of the term of office due to death or permanent disability of the Beneficiary, the rules
set forth in sub-items of this item 12.6 shall apply, to the detriment of the provisions of items 7,
8 and 9 of this Stock Awards Plan.

12.6.1. In case of removal due to violation of their duties and attributions, pursuant to the
commercial law or a reason equivalent to just cause under the labor law, the right to receive all
shares not transferred yet shall be immediately forfeited and without any indemnity.

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12.6.2. In case of resignation, the right to receive the shares under the Program approved for the
year of the term of office in which the resignation takes place shall be immediately forfeited,
without any indemnity. All other shares for which the right has been previously granted shall be
transferred to the Beneficiary with due regard for the respective terms of transfer, as established
in item 12.5. In such event, the term for transfer shall be counted as though the Beneficiary had
not resigned, i.e., the share shall be transferred after 2 years as from the date on which the term
of office would have otherwise expired, had the Beneficiary not resigned.

12.6.3. In case of expiration of the term of office without reelection, all shares shall be transferred
to the Beneficiary, with due regard for the respective terms for transfer, as set forth in item 12.5
above.

12.6.4. In case of expiration of the term of office due to death or permanent disability, all shares
awarded that have not been transferred to the Beneficiary yet shall be transferred to him/her or to
his/her heirs and successors, as the case may be, and the right to the shares shall be apportioned
among the heirs or successors as provided for by the last will and testament, as established in the
probate proceeding or the applicable court order.

13. Additional Obligations

13.1. Adhesion. The execution of the Agreement implies express, irrevocable and irreversible
acceptance of all provisions of the Stock Awards Plan and the Program by the Beneficiary, who
undertakes to fully comply therewith.

13.2. Specific Performance. The obligations set forth in the Stock Awards Plan, in the Programs
and in the Agreement are undertaken on an irrevocable basis and shall be valid as an extrajudicial
execution instrument under the civil procedural law, being binding upon the parties and their
respective successors at any time and on any account whatsoever. The parties establish that said
obligations are subject to specific performance, as provided for by articles 466-A and 466-C et
seq of the Code of Civil Procedure.

13.3. Assignment. The rights and obligations arising out of the Stock Awards Plan and the
Agreement shall not be assigned or transferred by either party, wholly or in part, or given as a
guarantee of any obligations, without the prior and written consent of the other party.

13.4. Novation. It is expressly agreed that the failure of either party to exercise any right, power,
resource or privilege ensured by law, by the Stock Awards Plan or by the Agreement shall not be
deemed novation, nor shall any forbearance in relation to the delayed compliance with any of the
obligations by either party prevent the other party, at its sole discretion, from exercising such
rights, powers, resources or privileges at any time, which are cumulative and non-excluding in
relation to any rights, powers, resources or privileges provided for by law.

13.5. Annotation. The wording of the Agreement is valid as a Shareholders Agreement and shall
be annotated on the margin of the corporate registrations of the Company for all purposes of
article 118 of Law No. 6404/76.

13.6. Jurisdiction. The parties elect the courts of the judicial district of the City of São Paulo to
resolve any disputes that may arise in relation to the Stock Awards Plan, the Programs and/or the
Agreements and waive any other courts, however privileged they may be.

13.7. Omitted Cases. Any omitted cases shall be regulated by the Board of Directors, after
consultation with the Shareholders Meeting as it may be deemed convenient. Any share granted
under the Stock Awards Plan is subject to all provisions and conditions established herein, which
shall prevail in case of any conflict with the provisions of any agreement or document referred to
herein.

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Exhibit VI

STOCK AWARDS PLAN
INFORMATION REQUIRED BY EXHIBIT 13 OF ICVM 481/09

1. Provide a copy of the proposed plan

BM&FBOVESPA S.A. - BOLSA DE VALORES, MERCADORIAS E FUTUROS

National Corporate Taxpayers Register of the Ministry of Finance (CNPJ/MF) No.
09.346.601/0001-25

State Registration Number (NIRE) 35.300.351.452

STOCK AWARDS PLAN

approved by the Extraordinary Shareholders Meeting held on May 13, 2014 and amended
by the Extraordinary Shareholders’ Meeting held on [xx] [x], 2017.

1. Purpose of the Stock Awards Plan

1.1. The Purpose of the Stock Awards Plan of BM&FBOVESPA S.A. – Bolsa de Valores,
Mercadorias e Futuros (“Company” or “BM&FBOVESPA”), created pursuant to the applicable
law and regulations of the Brazilian Securities Commission (“CVM”) (“Stock Awards Plan”), is
to provide the managers and employees of the Company and of its direct and indirect controlled
companies (included in the concept of Company for the purposes of this Stock Awards Plan) with
the opportunity to become shareholders of the Company, consequently obtaining an increased
alignment of their interests with the interests of the shareholders and sharing the capital market
risks, as well as enabling the Company and its controlled companies to attract and retain its
managers and employees.

1.2. The managers and employees of the Company and controlled companies (“Beneficiaries”)
are eligible to take part in the Stock Awards Plan, with due regard for the provisions of item 12
of this Stock Awards Plan.

2. Shares Included in the Stock Awards Plan

2.1. Shares may be granted within the scope of this Stock Awards Plan, in the course of its term
of effectiveness, up to 2.5% of the total shares of the Company’s capital stock, verified on its
granting date.

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2.1.1. The limit set forth in item 2.1 does not take into account the shares actually transferred or
those transferred with lock-up periods under this plan, and the remaining balances of other Plans
in effect as of the date of approval of this Stock Awards Plan.

2.2. For the purposes of this Stock Awards Plan, the Company shall use shares held in treasury,
with due regard for the CVM rules.

3. Management of the Stock Awards Plan

3.1. The Stock Awards Plan shall be directly managed by the Board of Directors or, at its
discretion, by the Company’s Remuneration Committee (“Committee”).

3.2. The Board of Directors or the Committee, as applicable, shall define annually the total
number of shares to be granted to the Beneficiaries according to the results achieved by the
Company in compliance with objective performance goals, which shall include, at least, profit
goals and expected results for the fiscal year, as determined by the Board of Directors.

3.3. The Board of Directors or the Committee, as applicable, may grant for an annual fiscal year,
subject to the provisions of item 3.2, the maximum of up to 1% of the total capital of the Company,
as ascertained on its grant date.

3.4. The Board of Directors or the Committee, as the case may be, shall have broad powers, with
due regard for the provisions of the Stock Awards Plan and, in relation to the Committee, the
guidelines fixed by the Company’s Board of Directors, for the organization and management of
the Stock Awards Plan and the granting of shares.

3.4.1. Notwithstanding the provisions in the main section hereof, no decision of the Board of
Directors or of the Committee shall, except for the adjustments permitted under the Stock Awards
Plan: (i) increase the total limit of the shares that may be granted; (ii) damage any rights or
obligations of any existing agreement without the Beneficiary’s consent; (iii) modify the rules
relating to the granting of shares to the Board of Directors, as defined in item 12 below.

3.5. The Board of Directors or the Committee may, at any time, at all times with due regard for
the provisions in item 3.4.1: (i) modify or discontinue the Stock Awards Plan; (ii) establish, as
proposed by the Chief Executive Officer, goals relating to the performance of the employees and
officers of the Company and its controlled companies, in such a manner to establish criteria for
election of the Beneficiaries or determination of the quantity of shares to be attributed to them;
(iii) except for the provisions in item 10.2 of this Stock Awards Plan, accelerate any terms for
transfer of the shares or lock-up periods; (iv) amend the programs in force so as to adapt them to
changes in the Plan that may subsequently be approved by a Shareholders’ Meeting; and (v)
establish the regulations applicable to omitted cases.

3.6. In the exercise of its responsibilities, the Board of Directors or the Committee, as the case
may be, shall be solely subject to the limits established by law, by the CVM regulations and by
the Stock Awards Plan, not being required, under any rule of equal condition under the law or
analogy, to extend to everyone the conditions that they deem to be solely applicable to some, with
due regard for the peculiarities of each case.

3.7. The resolutions of the Board of Directors or the Committee, as the case may be, are binding

94
upon the Company and the Beneficiaries in relation to all matters concerning the Stock Awards
Plan.

4. Provisions and Conditions for granting of shares

4.1. The Board of Directors or the Committee, as the case may be, shall create Stock Awards
Programs (“Programs”) from time to time, which shall define: (i) the Beneficiaries; (ii) the total
number of shares of the Company subject to granting, subject to the provisions in item 3.2 and
3.3; (iii) criteria for election of the Beneficiaries and determination of the quantity of shares to be
allocated, subject to the provisions in item 4.1.2 and 4.1.3; (iv) the division of the shares in lots,
subject to the provisions in item 4.1.1; (v) waiting periods for transfer of the shares, subject to the
provisions in item 4.1.1, or lock-up periods of shares received by the Beneficiaries, as set forth
in item 4.1.1 and pursuant to item Erro! Fonte de referência não encontrada. below; and (v) any
provisions about penalties.

4.1.1. For each Program, a minimum total term of three (3) years from that Program’s stock grant
date and the last date for transfer of stock granted to the same Program or, as the case may be, the
last maturity date of the lock-up period, shall be respected. Moreover, a minimum waiting period
of twelve (12) months shall be respected between: (i) the Program’s grant date and the first transfer
date of any lot of shares from that Program or, as the case may be, the first maturity date of lock-
up periods; and (ii) between the dates of transfer of each lot of shares of that program, or each
maturity date of lock-up periods,.

4.1.2. The Board of Directors or the Committee, as appropriate, shall establish ranges on the
number of shares that will be tied to the expected profits of the Company, subject to Section 3.2,
and the level of responsibility and strategic importance of the function that the Beneficiary
exercises.

4.1.3. The granting of shares shall be conditioned on the achievement of goals by the Beneficiaries
and individual assessment of performance and potential.

4.1.4. The granting of shares to members of the Board of Directors is subject to the provisions set
forth in item 12 below.

4.2. When each Program is launched, the Board of Directors or the Committee, as the case may
be, shall determine the terms and conditions for granting shares in a Stock Awards Agreement
(“Agreement”), to be entered into by and between the Company and each Beneficiary. The
Agreement shall define at least the following conditions:

a) the quantity of shares that the Beneficiary shall be entitled to receive, in accordance
with the Program, as long as the terms and conditions established therein are satisfied;

b) the term and conditions for transfer of the shares, subject to item 4.1.1 and the rules
or terms applicable to any restrictions on the transfer of the shares received (lock-up
period) and provisions about penalties in case of breach of such restrictions; and

c) any other provisions and conditions that are not in accordance with the Stock Awards
Plan or the respective Program.

95
4.3. Except when the Program establishes a lock-up period for the Beneficiaries, the transfer of
shares to the Beneficiary shall solely take place upon the consummation of the conditions and
terms set forth in this Stock Awards Plan, in the Programs and Agreements, in such a manner that
the granting of the right to receive the shares does not guarantee to the Beneficiary by itself any
rights in the shares and does not even represents any guarantee of receipt thereof, except for those
provided for in said Stock Awards Plan, the Programs and Agreements.

4.3.1. In the event that the Board of Directors or the Committee, as the case may be, establishes
the minimum lock-up period mentioned in item 6.1 below, the shares granted to the Beneficiaries
in question may be transferred to them on the next grant date.

4.4. he shares granted shall have the rights established in the Stock Awards Plan and in the
respective Programs and Agreements, the Beneficiary shall be entitled to receive, (i) even before
the definite transfer of shares, an amount equivalent to dividends or any other proceeds paid by
the Company; and/or (ii) in the case of the shares transferred and subject to lock-up periods, the
dividends or any other proceeds paid by the Company. In any case, the Board of Directors or the
Committee, as the case may be, may define adjustment mechanisms.

4.5. No share shall be transferred to the Beneficiary unless all legal, regulatory and contractual
requirements have been fully satisfied.

4.6. No provision of the Stock Awards Plan, of any Program or of the Agreement shall entitle any
Beneficiary to remain as a manager or employee of the Company, nor shall it interfere in any
manner with the Company’s rights to terminate, at any time, the manager’s term of office or the
employee’s employment contract.

4.7. The shares granted under the Stock Awards Plan have no relationship and are not related to
its fixed remuneration or occasional profit sharing.

4.8.

5. Transfer of the shares under the Agreement

5.1. The shares shall be transferred to the Beneficiaries in accordance with the quantities and
terms provided for in the respective Agreement, as long as the conditions established in the Stock
Awards Plan, the Program and the Agreement are met.

5.1.1. It shall be incumbent upon the Company’s management to take all measures required to
formalize the transfer of the shares under the Agreement.

5.2. The Beneficiaries are subject to the rules that restrict the use of privileged information
applicable to publicly-held corporations in general and to those established by the Company.

5.2.1. The Board of Directors or the Committee, as the case may be, may determine the suspension
of receipt of the shares under the Agreement whenever situations occur that, under the law or the
applicable regulations, restrict or prevent the trading of shares by the Beneficiaries.

6. Restrictions on the Transfer of Shares

96
6.1. The Board of Directors or the Committee, as the case may be, may establish for the
Beneficiaries a minimum lock-up period for the sale, transfer or otherwise the disposal of the
Company’s shares received under the Stock Awards Plan, as well as of those that may be received
by them in connection with bonuses, splitting, subscriptions or any other form of acquisition that
does not involve the disbursement of the Beneficiary’s own funds, or securities that entitle
subscription to or acquisition of shares, as long as such shares or securities have arisen for the
Beneficiary from the ownership of shares under the Stock Awards Plan.

6.1.1. In the case of lock-up periods applicable to the shares granted and effectively transferred,
the Board of Directors or the Committee, as the case may be, at its discretion, may exempt the
Beneficiaries from the minimum lock-up period.

6.1.2. Unless otherwise specifically resolved by the Board of Directors or the Committee, as the
case may be, the disposal of the shares in any manner while the period set forth in item Erro!
Fonte de referência não encontrada. above has not elapsed shall result in the Beneficiary’s (i) loss,
without any right to indemnity, of the right to receive all shares not transferred yet to which the
Beneficiary would be entitled under the same Program and Agreement; and/or (ii) obligation to
return the amount equivalent to the shares effectively transferred to the Beneficiary and that are
still subject to the lock-up periods provided for in the corresponding Program and Agreement,
including the amount of any shares disposed of without authorization, and this amount should be
based on the closing price of shares on the day before the date of return.

6.2. The Beneficiary also undertakes not to encumber the shares that are subject to a lock-up
period, and not to create any liens thereon that might prevent the enforcement of the provisions
of this Stock Awards Plan.

6.3. The Company shall register the transfer of shares under the Stock Awards Plan upon its
occurrence, and they shall remain unavailable for the period set forth in the Program, as
applicable.

7. Removal or Dismissal for Cause

7.1. Removal from a position due to violation of the duties and attributions of the manager or
dismissal of the Beneficiary due to reasons that could be characterized as just cause, under civil
or labor law, as the case may be, shall result in (i) loss, without any indemnity, of the right to
receive all shares that would be otherwise received under the Stock Awards Plan that have not
been transferred yet; and/or (ii) the obligation to return to the Company the amount equivalent to
the shares that were effectively transferred to the Beneficiary under the Stock Awards Plan but
are still subject to lock-up periods, as provided for in item 6.1 above. Said amount should be
ascertained based on the closing price of shares on the date of termination of the employment
agreement.

8. Resignation, Removal, Voluntary Termination, Dismissal without Cause or Retirement

8.1. Unless otherwise resolved by the Board of Directors, or by its delegation, by the Committee,
or by their delegation, by the Chief Executive Officer, in case of termination of the Beneficiary’s
relationship with the Company due to removal from the position of manager or dismissal without
cause not covered by the provisions of item Erro! Fonte de referência não encontrada., the
Beneficiary: (i) shall receive the proportional number of shares of the lots falling due, granted but
97
not transferred to him/her under the Stock Awards Plan corresponding to the period worked in the
year of the termination; and/or (ii) will be free to trade the proportional number of shares
transferred but still subject to the lock-up periods, while the amount equivalent to the remaining
shares transferred but still subject to the lock-up period shall be returned to the Company,
calculated at the closing price of shares on the date of termination of the employment agreement.

8.1.1. Except if resolved otherwise by the Board of Directors, or its delegation, by the Committee,
or by their delegation, by the Chief Executive Officer, in the case of termination of an employment
agreement due to resignation or voluntary dismissal, the Beneficiary: (i) shall receive all shares
for which the deadline for transfer by the Company has already elapsed, pursuant to the respective
Program or Agreement; and (ii) shall lose, without any indemnity, the right to receive the shares
for which the deadline for transfer has not elapsed yet; and/or (iii) shall return to the Company the
amount equivalent to the shares effectively transferred to the Beneficiary under the Stock Awards
Plan that were still subject to lock-up periods, as provided for in item 6.1 above, calculated at the
closing price of shares on the date of termination of the employment agreement.

8.1.2. The Board of Directors, or by its delegation, by the Committee, or by their delegation, the
Chief Executive Officer, may maintain or bring forward the deadlines for transfer of shares
granted to certain Beneficiaries, or the date of maturity of lock-up periods, wholly or in part,
whose relationship with the Company is terminated pursuant to item 8.1.1.

8.1.3. For Beneficiaries with simultaneous statutory and employment bonds with the Company,
the rules governing the employment relationship provided for in item 8 herein shall prevail.

8.2. In the event of retirement, the Beneficiary: (i) shall receive shares for which the deadline for
transfer by the Company has already elapsed; and (ii) shall lose, without any indemnity, the right
to receive the shares for which the deadline for transfer has not elapsed yet, unless the Beneficiary
undertakes not to provide services during at least twelve (12) months, with or without an
employment relationship, to any companies and institutions that operate, even indirectly, in the
same markets as that of the Company.

8.2.1. If the Beneficiary has signed the commitment set forth in item 8.2 herein, the shares shall
only be transferred after the end of the term of said commitment.

8.2.2. With regard to Beneficiaries holding shares subject to lock-up periods, in the case of
retirement, the amount equivalent to such shares shall be returned to the Company, except if the
Beneficiary has signed the commitment mentioned in item 8.2 above and, in this case, the lock-
up periods shall be effective until the maturity date of the commitment signed by the Beneficiary.

9. Death and Permanent Disability

9.1. If the Beneficiary dies or becomes permanently disabled in regard to performing his/her
duties in the Company as a manager or an employee, the right to receive the shares granted shall
be ensured to the Beneficiary or his/her heirs and successors, as the case may be. The shares
granted shall be transferred, whether or not the terms set forth in the Agreement have elapsed, and
the shares effectively transferred but still subject to lock-up periods shall not be returned to the
Company and shall be free for trading. In case of death, the heirs and successors shall receive the
shares as set forth in the last will and testament, as established in the probate proceeding or in an
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applicable court order.

9.2. In the events set forth in item 9.1, the shares that may be received by the Beneficiary, his/her
heirs or successors shall be free and clear for transfer, sale or disposal at any time.

10. Adjustments

10.1. If the quantity of shares existing in the Company is increased or decreased as a result of
share bonuses, grouping or splitting, proper adjustments shall be made to the quantity of shares
under the Programs and Agreements in relation to those shares not transferred to the Beneficiaries
yet.

10.1.1. The adjustments pursuant to the conditions of item 10.1 above shall be made by the Board
of Directors or the Committee, as the case may be, and such resolution shall be final and binding.
No fraction of shares shall be sold or issued in connection with any such adjustments.

10.2. Except as provided for in item 10.2.1 herein, in the event of dissolution, conversion, merger,
amalgamation, spin-off or reorganization of the Company, whereby the Company is not the
surviving company or, if it is the surviving company, it no longer has its shares admitted for
trading on the stock exchange, the Agreements of the Programs in effect, at the discretion of the
Board of Directors or the Committee, as the case may be, may: (i) be transferred to the successor
company; (ii) have their waiting period for transfer or the maturity of lock-up periods accelerated.

10.2.1. At the Board of Directors’ exclusive discretion, should there be any change in or transfer
of share control, the Agreements of the Programs in force may have their waiting periods for
transfer or the maturities of lock-up periods accelerated.

10.3. The Beneficiaries shall be notified in reasonable advance about the occurrence of any of the
events referred to in items 10.2 and 10.2.1.

11. Term of Effectiveness of the Stock Awards Plan

11.1. The Stock Awards Plan shall become effective upon its approval by the Shareholders
Meeting of the Company and may be discontinued at any time, by resolution of the Board of
Directors, without prejudice to: (i) the prevalence of the restrictions to the tradability of the shares;
(ii) the provisions of item 3.4.1; and (iii) the receipt of the shares under the Programs and
Agreements not transferred yet, in which case the Board of Directors may establish a term for the
transfer thereof to the Beneficiaries.

12. Stock Awards to the Members of the Board of Directors

12.1. Stock awards to members of the Board of Directors under this Stock Awards Plan shall
comply with the general provisions set forth in this Stock Awards Plan, especially the provisions
of this item 12 (“Granting to the Board”).

12.1.1. The rules set forth in this item 12 shall prevail in case of conflict with the other rules of
this Stock Awards Plan and the provisions of this item 12 shall not be modified by the Board of
Directors or the Committee, in view of the exercise of the duties set forth in items 3.4. and 3.5.

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12.2. The members of the Board of Directors are eligible to be beneficiaries of the Award made
to the Board as from the date of the Shareholders Meeting that elects them to the position, or any
other term that may be determined by the Shareholders Meeting.

12.2.1 Directors appointed by the Board of Directors itself in the event of a vacancy, as provided
for in the Company’s by-laws, and who have exercised their duties for a minimum period of 6
months in the year of taking office, are eligible to be beneficiaries.

12.3. Each Beneficiary that is a member of the Board of Directors shall be awarded on a yearly
basis up to 15,700 shares issued by the Company, except as provided for in item 12.3.1, pursuant
to the resolution of the Shareholders Meeting. The measures for consummation of the award and
for execution of the respective Agreements shall be taken by the Executive Board.

12.3.1. Any waiver of the right to receive shares by a member of the Board of Directors shall be
notified in writing, mandatorily before the execution of the respective Agreement. In the event of
waiver of the right to receive shares by a member of the Board of Directors, the number of shares
that would be granted to said Beneficiary that is a member of the Board of Directors shall be
distributed equally to the other Beneficiaries that are members of the Board of Directors.

12.4. Any award to the Board shall be made in a single lot, on the same dates of approval of the
Programs to award shares to the other Beneficiaries of this Stock Awards Plan.

12.5. The shares granted under the Agreements of Beneficiaries that are members of the Board of
Directors shall be transferred to the relevant Beneficiary after 2 years as from the expiration of
each term of office as a member of the Board of Directors in which the Agreement is executed,
except for the events described in item 12.6 below.

12.5.1. The shares granted to the Members of the Board of Directors will be entitled to receive an
amount equivalent to dividends, as well as any other proceeds paid by the Company from the
grant date until the definitive transfer.

12.6. In case of removal, resignation, expiration of the term of office without reelection or
expiration of the term of office due to death or permanent disability of the Beneficiary, the rules
set forth in sub-items of this item 12.6 shall apply, to the detriment of the provisions of items 7, 8
and 9 of this Stock Awards Plan.

12.6.1. In case of removal due to violation of their duties and attributions, pursuant to the
commercial law or a reason equivalent to just cause under the labor law, the right to receive all
shares not transferred yet shall be immediately forfeited and without any indemnity.

12.6.2. In case of resignation, the right to receive the shares under the Program approved for the
year of the term of office in which the resignation takes place shall be immediately forfeited,
without any indemnity. All other shares for which the right has been previously granted shall be
transferred to the Beneficiary with due regard for the respective terms of transfer, as established
in item 12.5. In such event, the term for transfer shall be counted as though the Beneficiary had
not resigned, i.e., the share shall be transferred after 2 years as from the date on which the term of
office would have otherwise expired, had the Beneficiary not resigned.
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12.6.3. In case of expiration of the term of office without reelection, all shares shall be transferred
to the Beneficiary, with due regard for the respective terms for transfer, as set forth in item 12.5
above.

12.6.4. In case of expiration of the term of office due to death or permanent disability, all shares
awarded that have not been transferred to the Beneficiary yet shall be transferred to him/her or to
his/her heirs and successors, as the case may be, and the right to the shares shall be apportioned
among the heirs or successors as provided for by the last will and testament, as established in the
probate proceeding or the applicable court order.

13. Additional Obligations

13.1. Adhesion. The execution of the Agreement implies express, irrevocable and irreversible
acceptance of all provisions of the Stock Awards Plan and the Program by the Beneficiary, who
undertakes to fully comply therewith.

13.2. Specific Performance. The obligations set forth in the Stock Awards Plan, in the Programs
and in the Agreement are undertaken on an irrevocable basis and shall be valid as an extrajudicial
execution instrument under the civil procedural law, being binding upon the parties and their
respective successors at any time and on any account whatsoever. The parties establish that said
obligations are subject to specific performance, as provided for by articles 466-A and 466-C et
seq of the Code of Civil Procedure.

13.3. Assignment. The rights and obligations arising out of the Stock Awards Plan and the
Agreement shall not be assigned or transferred by either party, wholly or in part, or given as a
guarantee of any obligations, without the prior and written consent of the other party.

13.4. Novation. It is expressly agreed that the failure of either party to exercise any right, power,
resource or privilege ensured by law, by the Stock Awards Plan or by the Agreement shall not be
deemed novation, nor shall any forbearance in relation to the delayed compliance with any of the
obligations by either party prevent the other party, at its sole discretion, from exercising such
rights, powers, resources or privileges at any time, which are cumulative and non-excluding in
relation to any rights, powers, resources or privileges provided for by law.

13.5. Annotation. The wording of the Agreement is valid as a Shareholders Agreement and shall
be annotated on the margin of the corporate registrations of the Company for all purposes of article
118 of Law No. 6404/76.

13.6. Jurisdiction. The parties elect the courts of the judicial district of the City of São Paulo to
resolve any disputes that may arise in relation to the Stock Awards Plan, the Programs and/or the
Agreements and waive any other courts, however privileged they may be.

13.7. Omitted Cases. Any omitted cases shall be regulated by the Board of Directors, after
consultation with the Shareholders Meeting as it may be deemed convenient. Any share granted
under the Stock Awards Plan is subject to all provisions and conditions established herein,
which shall prevail in case of any conflict with the provisions of any agreement or document
referred to herein.

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2. Inform the primary characteristics of the proposed plan, identifying:

a. Potential beneficiaries

In the form provided in the STOCK AWARDS PLAN approved by the Special
Shareholders Meeting held on May 13, 2014 and currently in effect, the potential
beneficiaries of the proposed Stock Awards Plan (“Stock Awards Plan”) are the managers,
including the members of the Board of Directors and Company employees and companies
controlled directly or indirectly by it. In the case of members of the Board of Directors,
the Stock Awards Plan states that all members of this body shall be beneficiaries, subject
to the specific conditions highlighted in the Stock Awards Plan itself. In the context of
other managers and employees, the Board of Directors or the Company's Compensation
Committee (“Committee”), as applicable, shall choose, through the Stock Awards
Programs (“Programs”) and in accordance with the criteria established for the election of
beneficiaries, those entitled to the grant of shares.

No change in relation to this rule is being proposed.

b. Maximum number of shares to be granted and maximum number of shares covered
by the plan

The maximum number of shares to be granted under the Stock Awards Plan and
throughout its effectiveness may cover the maximum limit of the shares representing up
to 2.5% of the Company's capital on the respective grant date, subject to the conditions
provided in the Plan. Based on the number of shares currently comprising the Company's
capital, the total number of shares covered by the Plan shall be 51,478,462 shares.

The shares effectively transferred under the Plan and those already transferred with
unavailability periods, and the remaining balances of other plans in force on the Stock
Awards Plan approval date shall not be included in the limit mentioned above.

In the event of the grant to other managers and employees of the Company, the Board of
Directors or the Committee, as applicable, shall define through Programs, annually, the
total number of shares that may be granted to the Beneficiaries according to the results
achieved by the Company in compliance with objective performance goals, as determined
by the Board of Directors. The total shares to be granted in a fiscal year may not exceed
a maximum of 0.8% of the total shares of the capital stock of the Company verified on
the grant date.
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In the case of the Board of Directors, it is proposed that the Plan establish the maximum
individual quantity that may be granted to each Beneficiary who is a member of the Board
of Directors. In this respect, a total of up to 15,700 Company shares will be granted
annually to each Beneficiary who is a member of the Board of Directors, on which
occasion the quantity of shares that would be granted to said Beneficiary who is a member
of the Board of Directors shall be linearly distributed to the other Beneficiaries. In
addition, it is proposed to include in the Plan the eligibility rule for the members of the
Board of Directors to receive shares, establishing that the Directors who hold office for
at least 6 months in the year of the term of office are eligible for the grant of shares.

For these purposes, as already set forth in the Stock Awards Plan, the Company shall use
the existing treasury shares, subject to the rules of the CVM.

c. Conditions of purchase

The rules of the Stock Awards Plan have, among others, the purpose of granting Company
shares held in treasury to certain beneficiaries by virtue of compliance with certain goals
determined in the Stock Awards Agreements and Plans to be entered into between the
Company and the beneficiary (“Agreements”), related to its activities performed at the
Company or its controlled companies, as applicable.

In the case of the grant to other managers and employees, the Board of Directors or the
Committee, as applicable, shall create periodically, Plans that shall define:

(i) Beneficiaries;
(ii) the total number of Company shares subject of the grant, subject
to the annual limit of 0.8% of the Company's capital and the
Company's performance conditions in the fiscal year in question;
(iii) the criteria for election of Beneficiaries and determination of the
number of shares to be allocated, considering as conditions, the
achievement of goals by the Beneficiaries and the individual
evaluation of performance and potential;
(iv) the division of shares into lots, provided that, for each Program, a
total minimum term of three (3) years between the Stock Awards
date of that Program and the last date for transfer of shares granted
to the same Program shall be respected. Furthermore, a minimum
waiting period of twelve (12) months shall be respected between:
i) a Program granting date and the first transfer date of any lot of
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shares from that Program, and (ii) between each of the lots of
shares of that Program, after the first transfer.
(v) waiting periods for performing the transfer of shares; and
(vi) any provisions regarding penalties.

These rules shall be maintained, and it is being proposed the inclusion of the possibility
to transfer the shares to the Beneficiaries at the time of the grant, provided unavailability
periods of these shares be established, subject to the same rules applicable to the waiting
periods.

As currently set forth, the rights of the shares granted shall be established in the Stock
Awards Plan and in the respective Programs and Agreements, and it is proposed that the
Beneficiary be entitled to receive (i) even before the final transfer of the shares, an amount
equivalent to the dividends or any other payments made by the Company; and/or (ii) in
the case of the shares transferred and subject to unavailability periods, the dividends or
any other specific payments made by the Company, it being understood that in any case
the Board of Directors or the Committee, as the case may be, may define adjustment
mechanisms.

The Beneficiaries who are Members of the Board of Directors shall also be entitled to
receive an amount equivalent to the dividends and any other payments made by the
Company, from the date of their grant until final transfer of the shares, it being understood
that, in this case, the power relating to definition of an adjustment mechanism shall not
apply.

d. Detailed criteria for determining the exercise price

Not applicable. The Grant Plan has, among others, the purpose of granting Company
shares held in treasury to certain beneficiaries upon achieving certain goals determined in
the Programs and Agreements, related to their activities performed at the Company or its
controlled companies, as applicable. There is, therefore, a Stock Awards plan, pursuant
to Art. 168, paragraph 3 of Law No. 6404/76, but remuneration based on the delivery of
the shares held in treasury, directly to beneficiaries, by prior approval of the Securities
Commission (“CVM”).

e. Criteria for determining the exercise period

In the case of the other managers and employees, the shares shall be granted at the
discretion of the Board of Directors or the Committee, as applicable, according to the lots,
terms and periods fixed in each Program and in the respective Agreements, provided that

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all the conditions established are observed and that for each Program, a total minimum
term of three (3) years between the stock granting date of that Program and the last stock
transfer date for the same Program, shall be respected. Furthermore, a minimum waiting
period of twelve (12) months shall be respected between i) the grant date of one Program
and the first date of the transfer of each lot of shares from that Program, and ii) between
each one of the transfer dates of lots of shares from that Program, after the first transfer.

As already reported in item “c” above, these rules shall be maintained, and the possibility
of transfer of the shares to the Beneficiaries at the time of the grant shall be included,
provided the establishment of unavailability periods for the shares, subject to the rules
applicable to the waiting periods.

In the case of the Board of Directors, the rules shall be maintained as currently provided
and, therefore, the shares subject of the Beneficiary Agreement shall be transferred to the
respective Beneficiary after two (2) years after the end of each term as a member of the
Board of Directors in which the Agreement was executed.

Note that there is no provision in the Plan for the exercise periods, but rather waiting
periods.

f. Form of settlement of shares

As mentioned in item “d” above, the Stock Awards Plan has, among others, the objective
to grant shares of the Company held in treasury to certain beneficiaries upon compliance
with goals related to its activities performed at the Company or its controlled companies,
as applicable, without financial consideration per share granted. Thus, once the conditions
established in the Stock Awards Plan, Programs and Agreement are fulfilled, the
beneficiary shall be entitled to receive such shares, and the Company's management shall
take all measures necessary to formalize the respective transfer or, as hereby proposed,
the lapse of the unavailability periods established in the events in which the shares are
transferred on the date of the grant.

The rules of the Stock Awards Plan also provide that the Company may determine the
temporary suspension of the receipt of the shares subject of the respective Program and/or
Agreement, whenever situations arise that, under the law or regulations, restrict or
prohibit the trading of shares by the beneficiaries.

The Stock Awards Plan, according to its current wording, already establishes the
treatment to be given to those situations in which the Beneficiary leaves the Company,
before the periods and conditions established, however, the following detailed changes
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are being proposed:

In the case of removal or dismissal for just cause, it is proposed that the Plan establish the
return to the Company of the amount equivalent to all shares that have been transferred
to the Beneficiary in the scope of the Stock Awards Plan and which are still subject to
lock-up periods, the referred amount shall be calculated based on the closing price of the
share on the date of termination of the employment agreement.

In the case of Removal or Dismissal without cause, unless otherwise decided by the Board
of Directors or, by delegation thereof, by the Committee, or by their delegation, by the
Chief Executive Officer, the Beneficiary shall receive the proportional amount of shares
lots falling due, granted but not transferred to him/her under the Stock Awards Plan
corresponding to the period worked in the year of the termination and/or will be free to
trade the proportional number of shares transferred but still subject to the lock-up periods,
while the amount equivalent to the remaining shares transferred but still subject to the
lock-up period shall be returned to the Company, calculated at the closing price of shares
on the date of termination of the employment agreement.

In the case of resignation or voluntary dismissal, unless otherwise decided by the Board
of Directors or, by delegation thereof, by the Committee, or also by delegation of these
bodies, the Chief Executive Officer, the Beneficiary shall receive all shares for which the
deadline for transfer by the Company has already elapsed, pursuant to the respective
Program or Agreement; and (ii) shall lose, without any indemnity, the right to receive the
shares for which the deadline for transfer has not elapsed yet; and/or shall return to the
Company the amount equivalent to the shares effectively transferred to the Beneficiary
under the Stock Awards Plan that were still subject to lock-up periods, calculated at the
closing price of shares on the date of termination of the employment agreement.In the
event of retirement and in case the Beneficiary undertakes not to provide services during at
least twelve (12) months, with or without an employment relationship, to any companies and
institutions that operate, even indirectly, in the same markets as that of the Company, the shares
granted will be transferred after the expiration of the referred commitment, whether or
not the periods provided for in the Agreement have elapsed, and, if the Beneficiary holds
shares subject to lock-up periods, the periods shall run until the expiry the period of the
signed commitment. If the Beneficiary does not sign, or sign, but does not comply with
the referred commitment, the Beneficiary shall lose, without indemnity, the right to
receive the shares whose transfer period have not elapsed, and shall return to the Company
the amount equivalent to shares already transferred for ownership of the Beneficiary,
under the Stock Awards Plan and which were still subject to lock-up periods.

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g. Criteria and events that, when present, will cause the suspension, amendment or
termination of the plan

The Stock Awards Plan may be amended or terminated at any time by the Board of
Directors or by the Committee, as appropriate, without prejudice to the prevalence of
restrictions on transferability of shares, and without modifying rights and obligations of
any agreement in force on the granting of shares and the rules relating to the grant of stock
to members of the Board of Directors pursuant to the Stock Awards Plan.

The Stock Awards Plan further provides that in the event of dissolution, transformation,
merger, spin-off or reorganization of the Company after which the Company is not the
surviving company or, if it is the surviving company, ceases to have its shares admitted
to trading on the stock exchange, the Agreements or the Programs in effect, at the
discretion of the Board of Directors or by Committee proposal, as applicable, may be
transferred to the successor company or have their waiting periods or maturity
unavailability periods accelerated.

Finally, a provision is being included setting forth that, in case the Company’s control is
changed or transferred, the waiting periods for the transfer or maturity of the
unavailability periods of the Agreements of the Programs in effect may be accelerated, at
the sole discretion of the Board of Directors.

h. Restrictions on transfers of shares

The Stock Awards Plan determines that the Board of Directors or the Committee, as the
case may be, may establish for the Beneficiaries a minimum lock-up period for sale,
transfer, or, in any form, disposition of the Company's shares received in the scope of the
Stock Awards Plan, as well as those that may be acquired by virtue of stock dividends,
splits, subscriptions or any other form of acquisition that does not involve the
disbursement of the beneficiary's own resources or securities that give the right to
subscribe for or purchase shares, provided that such shares or securities have derived for
the beneficiary of ownership of the shares subject of the Stock Awards Plan.

This item proposes that, in the event of establishment of lock-up periods to shares granted
and effectively transferred, the Board of Directors or the Committee, as the case may be,
may at its discretion, exempt the Beneficiaries from said minimum lock-up period of
unavailability.

Unless otherwise decided by the Board of Directors or the Committee, as appropriate, the

107
sale of shares, in any way, while the period referred to above has not lapsed, shall give
rise for the beneficiary to the forfeiture without compensation of the right to receive all
shares to which it is entitled, pursuant to the terms of the respective Program and
Agreement, and/or, as a result of the proposed amendments to the Plan hereby presented,
the obligation to return the amount equivalent to all shares that have been actually
transferred to the Beneficiary and which are still subject to unavailability periods
established within the scope of the same Program and Agreement, including the quantity
of shares possibly disposed of without authorization; which amount shall be calculated
based on the closing price of the share of the day preceding the date of return.

The beneficiary shall also, under the Stock Awards Plan, not encumber the shares subject
to a lock-up period, and not establish any liens that may impede the execution of the
provisions in the Stock Awards Plan.

3. Justify the proposed plan, explaining:

a. Main objectives of the plan

Stimulate the expansion of the Company and success in the performance of its
corporate purpose and interest of its shareholders, aligning interests by allowing senior
executives and employees to become shareholders of the Company by encouraging
their integration with the Company and their shareholders as well as enabling the
Company and its subsidiaries to attract and retain high level employees and managers.

b. Manner in which the plan contributes to these objectives

The granting of shares under the Stock Awards Plan allows beneficiaries to feel
encouraged by becoming shareholders of the Company by virtue of meeting goals
related to the performance of their activities. As a result, they will be encouraged to
perform their activities in the best interests of the Company and therefore its
shareholders, creating value for the latter. At the same time, the granting of stock under
the Stock Awards Plan is structured to allow for potential gains from the sale of such
shares to be realized, if applicable, in the long term, as determined by the Board of
Directors or Committee, and if the beneficiary remains bound to the Company, thus
acting to stimulate its permanence, in order to achieve the objective of retaining high
level managers and employees of the Company and its directly or indirectly controlled
companies.

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c. How is the plan inserted in the company's remuneration policy

The Stock Awards Plan provides a mechanism of long-term variable remuneration
from the Company, underscoring that the majority of the Company's executive
compensation is variable, with special attention to long-term incentives.

The focus on long-term variable remuneration aims to accompany market practices and
offer attractive packages, but that, on the other hand, cares for the Company's interests
in the most efficient manner. The Stock Awards Plan aims to strengthen the focus on
this form of remuneration, offering the possibility of competitive returns, and, on the
other hand, requiring a strong demonstration of commitment by the beneficiaries,
which should comply with the goals related to the performance of its activities, in a
manner established by the respective Programs and Contracts.

d. How the plan aligns with the interests of the beneficiaries and the company in
the short, medium and long term

The Stock Awards Plan provides mechanisms that allow the alignment of interests of
beneficiaries over different time horizons, which shall be done especially through the
waiting periods, during which time the shares cannot be transferred to the beneficiaries
and the lock-up period for the shares granted. The division of the shares into lots, with
the transfer over time, serves as an incentive for retaining professionals during these
periods, allowing it to become a shareholder of the Company with progressively greater
equity interest and to earn a profit that will be greater the longer he stays at the
Company and works there in order to create value and satisfactory results. Moreover,
the restriction on transfer of shares allows these interests to be aligned for a long period
of time, so that any gain can only be realized after the expiration of such period.

4. Estimate the company's expenses from the plan, pursuant to the accounting rules that
address this issue

The maximum number of shares to be granted under the Stock Awards Plan and
throughout its effectiveness may cover the maximum limit of the shares representing
up to 2.5% of the Company's capital on the respective grant date, subject to the
conditions provided in the Plan. Based on the number of shares currently comprising
the Company's capital, the total number of shares covered by the Plan shall be
51,478,462 shares.

Annually, in the case of managers and employees, the rules of the Stock Awards Plan
109
determine that the Board of Directors or the Committee, as appropriate, shall establish
periodically the Programs, in which the maximum annual grant limit of up to 0.8% of
the Company's capital shall be established, subject to the performance conditions for
the fiscal year. Based on the number of shares currently comprising the Company's
capital, the total number of shares covered by the Plan shall be 16,473,108 shares per
year.

In the context of the Board of Directors, according to the proposal hereby presented,
up to 15,700 shares issued by the Company shall be granted annually to each
Beneficiary who is a member of the Board of Directors, except for the event of waiver
of the receipt of shares by any member of the Board of Directors, where the quantity
of shares that would be granted to said Beneficiary who is a member of the Board of
Directors shall be linearly distributed to the other Beneficiaries who are members of
the Board of Directors.

In this sense, each grant of shares under the Grant Plan shall represent, throughout the
duration of each Program, expenses in the amount equal to the market value of the
shares granted.

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Exhibit VII

Comparative Table of The Bylaws

PROPOSED AMENDMENTS TO THE BYLAWS OF B3 S.A. – BRASIL, BOLSA, BALCÃO

Current Bylaws Proposed Amended Bylaws Justification/Comments
CHAPTER I
NAME, HEADQUARTERS, VENUE, PURPOSE AND
DURATION
Article 1. BM&FBOVESPA S.A. – BOLSA DE VALORES, Article 1. B3 S.A. – Brasil, Bolsa, Balcão
New corporate name of the Company
MERCADORIAS E FUTUROS (“Company”) is a BM&FBOVESPA S.A. – BOLSA DE VALORES,
proposed, in line with the combination
corporation governed by these Bylaws and by MERCADORIAS E FUTUROS (“Company”) is a
of activities with Cetip S.A. - Organized
applicable law and regulations. corporation governed by these Bylaws and by
Markets
applicable law and regulations.

Paragraph 1. The shares of BM&FBOVESPA S.A. – Bolsa Paragraph 1. The shares of BM&FBOVESPA S.A. – Adjustments in line with a proposed
de Valores, Mercadorias e Futuros (“BM&FBOVESPA”), Bolsa de Valores, Mercadorias e Futuros new corporate name of the Company.
the Brazilian Securities, Commodities and Futures (“BM&FBOVESPA”), the Brazilian Securities,
Exchange, have been listed to trade on the Stock Commodities and Futures ExchangeB3, have been
Exchange special listing segment named Novo listed to trade on the Stock Exchange special
Mercado. Accordingly, the Company, the listing segment named Novo Mercado.
shareholders, the Directors and Officers and the Accordingly, the Company, the shareholders, the
Fiscal Council members (if the council is active) are Directors and Officers and the Fiscal Council
bound by the Novo Mercado Listing Rules (“Novo members (if the council is active) are bound by
Mercado Listing Rules”) the Novo Mercado Listing Rules (“Novo Mercado
Listing Rules”)

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Paragraph 2. The Company and its directors, officers Paragraph 2. The Company and its directors, Adjustments in line with a proposed
and shareholders shall observe the Issuer Registration officers and shareholders shall observe the Issuer new corporate name of the Company.
and Securities Listing Rules adopted by the Company, Registration and Securities Listing Rules adopted by
including the rules that apply to trading halts, the Company, including the rules that apply to
suspensions of trading and exclusion from trading trading halts, suspensions of trading and exclusion
declared in relation to securities admitted for trading from trading declared in relation to securities
on organized markets operated by BM&FBOVESPA. admitted for trading on organized markets
operated by BM&FBOVESPAB3.

Article 2. The Company has registered office and Article 2. The Company has registered office and Adjustment to the wording in view of
jurisdiction in the city of São Paulo, state of São Paulo. jurisdiction in the city of São Paulo, state of São the new structure proposed for the
Upon a decision of the Executive Management Board, Paulo. Upon a decision of the Joint Board of Company’s Executive Management
the Company may open and close branches, offices or OfficersExecutive Management Board, the Board according to Section III.
other establishments and facilities anywhere in Brazil Company may open and close branches, offices or
or abroad. other establishments and facilities anywhere in
Brazil or abroad.

Article 3. The Company’s corporate purpose is to
conduct or hold shares in the capital of companies
undertaking the following activities:

I – Surveillance of exchange markets for the
organization, development and maintenance of free
and open markets for the trading of all types of
securities, titles or contracts that have as references or
are backed to spot or future indexes, indicators, rates,
merchandise, currencies, energies, transportation,
commodities and other assets or rights directly or
indirectly related to them, in terms of cash or future
settlement;

112
II – Maintenance of systems for the trade and auction
and special operations of securities, derivatives, rights
and titles in the organized exchange market or in the
over-the-counter market;

III – Rendering of registration, clearing and physical and
financial settlement services, through an internal body
or a company specially incorporated for this purpose,
as main and guarantor counterparty for the final
clearance or not, according to the law in effect and
Company’s regulations:

(a) of the transactions carried out and/or registered in
any of the systems listed in items “I” and “II” above;
or

(b) of the transactions carried out and/or registered
with other exchanges, markets or trading systems,

IV – Rendering of services of centralized depositary and
fungible and non-fungible custody of commodities,
securities and any other physical and financial assets;

V – Rendering of customization, classification, analysis,
quotation, preparation of statistics, training of
personnel, preparation of studies, publications,
information, library and software development services
related to the Company’s interests and the participants
of the markets under the Company’s direct or indirect
surveillance and its interests;

VI – Rendering of technical, administrative, and
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management support for market development, as well
as undertaking of educational, promotional and
publishing activities related to its corporate purpose
and to the markets which are under the Company’s
surveillance;

Absent Provision VII – Provision of registration of liens and Include, in the corporate purpose, the
encumbrances on securities, bonds and other provision on activities that are currently
financial instruments, including registrations of carried out by the Company and by the
instruments for the creation of guarantee, pursuant CETIP.
to the provisions of the applicable regulation.

Absent Provision VIII – Provisions of services relating to the support Include, in the corporate purpose, the
to credit transactions, financing and lease-purchase provision on activities that are currently
agreement, including by means of the development carried out by the CETIP.
and operation of information technology and data
processing systems, involving, among others, the
automotive vehicle segment and the real estate
sector, pursuant to the provisions of the applicable
regulation;

Absent Provision IX - Creation of database and related activities; Include, in the corporate purpose, the
provision on activities that are currently
carried out by the CETIP.

VII – Undertaking of other activities authorized by the X – Undertaking of other activities authorized by Renumbering
Securities Commission or by the Central Bank of Brazil the Securities Commission or by the Central Bank of
that, to the understanding of the Company’s Board of Brazil that, to the understanding of the Company’s
Directors, are of interest to participants in the markets Board of Directors, are of interest to participants in
administered by the Company and contribute to its the markets administered by the Company and
development and health; and contribute to its development and health; and

114
VIII – Holding shares in the capital of other companies XI – Holding shares in the capital of other Renumbering
or associations, headquartered in Brazil or abroad, companies or associations, headquartered in Brazil
whether as a partner, shareholder or associate, in the or abroad, whether as a partner, shareholder or
capacity of controlling shareholder or not, and the associate, in the capacity of controlling shareholder
main focus of the activities of which are those expressly or not, and the main focus of the activities of which
mentioned in these Bylaws, or which, to the are those expressly mentioned in these Bylaws, or
understanding of the Company’s Board of Directors, which, to the understanding of the Company’s
are of interest to participants in the markets Board of Directors, are of interest to participants in
administered by the Company and contribute to its the markets administered by the Company and
development and health. contribute to its development and health.

Sole Paragraph. Within the powers that are conferred
to it by Law 6385/1976 and by the regulations in effect,
the Company must:

(a) issue regulations relating to the granting of Access
Permits to different trading, registration and
settlement systems under the Company’s surveillance
or by companies that are controlled by it (“Access
Permits”), establishing the terms, conditions and
procedures for the granting of such authorizations
(“Access Regulation”);

(b) establish rules safekeeping equitable commercial
and trading principles and high ethical standards for
people who act in the markets under the direct or
indirect surveillance of the Company, as well as to
regulate the transactions and decide operating
questions involving the holders of Access Permits to
the same markets;

115
(c) regulate the activities of the holders of Access
Permits in the systems and markets under the
Company’s surveillance;

(d) establish mechanisms and rules to mitigate the risk (d) establish, whenever applicable, mechanisms Adjustment to the wording.
of default of obligations by the holders of Access and rules to mitigate the risk of default of
Permits, as to the transactions undertaken and/or obligations assumed by the holders of Access
registered in any of the Company’s trading, Permits, as to the transactions undertaken and/or
registration and clearing systems; registered in any of the Company’s trading,
registration and clearing systems;

(e) monitor the transactions traded and/or registered (e) monitor, pursuant to the provisions of the Adjustment to the wording.
in any of the Company’s trade, registration, clearing attributions defined by the law, by the regulations
and settlement systems, as well as all of those or by the rules enacted by the Company, the
regulated by it; transactions traded and/or registered in any of the
Company’s trade, registration, clearing and
settlement systems, as well as all of those
regulated by it;

(f) monitor the activities of the holders of Access
Permits, as participants and/or intermediaries to the
transactions undertaken and/or registered in any of
the trade, registration and clearing systems under the
surveillance of the Company, as well as all those
regulated by it; and

(g) impose penalties to those who violate legal,
regulatory and operating rules, under the surveillance
of the Company.

Article 4. The Company has an unlimited duration.
CHAPTER II
116
CAPITAL STOCK, SHARES AND SHAREHOLDERS
Article 5. The capital stock of the Company amounts to Article 5. The capital stock of the Company Change in the capital stock in view of the
R$2,540,239,563.88, representing 1,815,000,000 amounts to R$-3.198.655.563,88[…], paid-in and merger of Cia. São José Holding,
common registered shares, fully paid-in and with no divided into 2.059.138.490 […] common shares, all approved in the Extraordinary
par value. The Company shall not be permitted to issue registered and with no par value. The Company Shareholders’ Meeting of May 20, 2016,
preferred shares or participation certificates. shall not be permitted to issue preferred shares or to render the Transaction viable and in
participation certificates. accordance with the registration of the
number of shares made by the Board of
Directors at a meeting held on [date].

Article 6. All of the shares issued by the Company are
book-entry and deposited with a financial institution
authorized by the Brazilian Securities Commission
(Comissão de Valores Mobiliários), or CVM, in the name
of their holders.

Sole paragraph. The cost of the transfer and
registration, as well as the cost of the service related to
book-entry shares can be charged directly to the
shareholder by the transfer agent, as may come to be
defined in the book-entry share contract.

Article 7. Each common share entitles the holder to Article 7. Each common share entitles the holder to Adjustment of reference.
one vote in decisions taken in Annual or Extraordinary one vote in decisions taken in Annual or
Shareholders’ Meetings, provided that no shareholder Extraordinary Shareholders’ Meetings, provided
or Shareholder Group (”Shareholder Group”, as defined that no shareholder or Shareholder Group
under Article 75) shall be entitled to vote shares in (”Shareholder Group”, as defined under Article 78)
excess of 7% of the total number of shares in which the shall be entitled to vote shares in excess of 7% of
capital stock is divided, subject to the provision of the total number of shares in which the capital
letter (d) of Paragraph 5 of Article 72. stock is divided, subject to the provision of letter (d)
of Paragraph 5 of Article 75.

117
Paragraph 1. For purposes of the voting cap
established in the main provision, and without
prejudice to the provision under paragraph 2 of this
Article, where two or more shareholders agree a voting
or other agreement for concerted exercise of voting
rights, each of the signatory parties thereto shall be
deemed to constitute, and vote, as a Shareholder
Group, subject therefore to the voting cap established
under the main provision of this Article.

Paragraph 2. The shareholders shall not permitted to Paragraph 2. The shareholders shall not be Adjustment to the wording.
agree preconcerted voting arrangements (whether or allowedpermitted to agree preconcerted voting
not under a shareholders’ agreement filed with the arrangements (whether or not under a
Company) whereby the resulting voting pool exceeds shareholders’ agreement filed with the Company)
the individual voting cap set forth in the main provision whereby the resulting voting pool exceeds the
of this Article. individual voting cap set forth in the main provision
of this Article.

Paragraph 3. In a shareholders’ meeting, the chair shall
be responsible for enforcing the provisions of this
Article, and for declaring the number of votes each
shareholder or Shareholder Group is entitled to cast
when polled.

Paragraph 4. Any vote in excess of the voting cap
established in this Article shall be disregarded.

Article 8. Pursuant to a decision of the Board of
Directors, the Company is authorized to increase the
shares of capital stock up to a limit of two billion five
hundred million (2,500,000,000) common shares,

118
irrespective of amending these bylaws.

Paragraph 1. In the event contemplated under the
main provision of this Article, the Board of Directors
shall determine the issue price and number of shares in
the issue, as well as the payment date and payment
terms.

Paragraph 2. Provided it shall do so within the limit of Paragraph 2. Provided it shall do so within the limit Include the possibility that the Board
the authorized share capital, the Board of Directors of the authorized share capital, the Board of resolves on the issue of convertible
may also: (i) decide on the issuance of warrants; (ii) Directors may also: (i) decide on the issuance of debentures up to the limit of the
pursuant to a plan approved at a Shareholders’ warrants; (ii) pursuant to a plan approved at a authorized capital, pursuant to the
Meeting, grant stock options to management members Shareholders’ Meeting, grant stock options to provision of the Corporation Law, as
and employees of the Company or any subsidiary, and management members and employees of the amended.
to natural persons providing services to any of the Company or any subsidiary, and to natural persons
latter two, whereas limiting or suspending the providing services to any of the latter two, whereas
preemptive rights of shareholders; and (iii) increasing limiting or suspending the preemptive rights of
the capital by approving the capitalization of profits or shareholders; (iii) increasing the capital by
reserves, whether or not by issuing bonus shares. approving the capitalization of profits or reserves,
whether or not by issuing bonus shares; and (iv)
resolve on the issue of convertible debentures.

Article 9. In the event a shareholder defaults on paying
the issue price for shares it has subscribed, the debt
will have to be paid as accruing default interest at a
rate of 1% per month, plus adjustment for inflation
calculated (in the shortest legally permissible time
interval) pursuant to the General Market Price Index
(IGP-M), and a 10% fine over the unpaid principal,
without prejudice to other applicable legal remedies.

Article 10. Every shareholder or Shareholder Group is Article 10. Every shareholder or Shareholder Group Make generic reference to the

119
required to disclose by notice to the Company (which is required to disclose by notice to the Company, regulation, in order to avoid that
must include the information required under Article 12 which must include the information required under amendments to the regulation imply
of CVM Ruling No. 358/2002) any share purchases the applicable regulation, any share purchases amendments to the Bylaws.
which in the aggregate result in ownership interest in which in the aggregate result in ownership interest
excess of 5%, 10%, 15% and so on and so forth of the in excess of 5%, 10%, 15% and so on and so forth of
shares of capital stock. the shares of capital stock.

Paragraph 1. If the aforementioned share acquisitions
are aimed to bring about, or do lead to, a change of
control or a change in the Company’s management
structure, or otherwise trigger a tender offer
requirement (per CHAPTER VIII and applicable law and
regulations), the acquiring shareholder or Shareholder
Group shall also be required to release and disclose
such information to the market (including the
information required under Article 12 of CVM Ruling
No. 358/2002) by means of publishing announcements
in the same widely-circulated newspapers customarily
used by the Company for its own publications.

Paragraph 2. The obligations foreseen in this Article
shall likewise apply to holders of securities convertible
into shares, warrants and purchase options convertible,
exercisable or exchangeable for shares representing
the same levels of ownership interest as set forth
above.

Paragraph 3. The shareholders or Shareholder Groups
shall also be required to disclose (per the main
provision of this Article) any share sale or divestment
by which their holdings in shares and other Company
securities set forth above are reduced by 5% of the
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total number shares of stock.

Paragraph 4. Any violation of the provisions of this
Article shall be subject to the penalties set forth under
Article 16, item (i), and Article 18 of these Bylaws.

Paragraph 5. The Investor Relations Officer shall be Paragraph 5. The Investor Relations Officer shall be The individual competences of the Vice
required to send (as soon as practicable) copies of such required to send (as soon as practicable) copies of Chairs and of the Officers will be defined
notices to the CVM and the stock exchanges on which such notices to the CVM and the stock exchanges by the Board of Directors.
Company securities are listed to trade. on which Company securities are listed to trade. In addition, the duties of the Investor
Relations Officer are in general
described in the CVM regulations.

Article 11. The issuance of new shares, debentures
convertible into shares or warrants placed by sale on a
stock exchange, public subscription or share swap in
tender offers for the acquisition of control under
Articles 257 through 263 of Brazilian Corporate Law*,
or, also, under a special tax incentive law, can take
place without the shareholders being given a
preemptive right in the subscription or with a reduction
in the minimum period provided for in law to exercise
it.
CHAPTER III
SHAREHOLDERS’ MEETING
Article 12. The shareholders shall meet ordinarily
within the first four months after the year closes to
decide on the matters set forth under Article 132 of
Brazilian Corporate Law*, and, extraordinarily,
whenever the interests of the Company so require.

121
Paragraph 1. The Shareholders’ Meeting has the
authority to decide on all acts related to the Company,
as well as to decide in the best interests of the
Company.

Paragraph 2. The Annual Shareholders’ Meeting and
the Extraordinary Shareholders’ Meeting can be called
cumulatively and held at the same place, date and
time, and recorded in a single set of minutes.

Paragraph 3. A Shareholders’ Meeting shall be called
by the Board of Directors on the decision of the
majority of its members or, also, in the cases provided
for in these Bylaws and in the sole paragraph of Article
123 of Brazilian Corporate Law*.

Paragraph 4. The documents pertinent to the matter to Paragraph 4. The documents pertinent to the Formal adjustment to the wording.
be decided on at the Shareholders’ Meetings must be matter to be decided on at the Shareholders’
made available to the shareholders, at the Meetings must be made available to the
headquarters of the Company, on the date of the shareholders, at the headquarters of the Company,
publication of the first call notice, except in those cases on the date of the publication of the first call
in which the law or a regulation in effect requires that notice, except in those cases in which the law or a
they be made available for a longer period. regulation in effect requires that they be made
available for a longer period.

Paragraph 5. The Shareholders’ Meeting shall be held,
on the first call, with the presence of shareholders
representing at least 25% of the capital stock, except
when the law requires a higher quorum; and, on the
second call, with any number of shareholders.
Paragraph 6. A quorum to convene the extraordinary

122
shareholders’ meeting on first call for the purpose of
amending these Bylaws shall require attendance by
holders of record representing at least two-thirds of
the issued and outstanding shares of capital stock,
provided the meeting may convene on second call with
any number of attending shareholders.
Paragraph 7. Shareholders’ Meetings shall be presided Paragraph 7. Shareholders’ Meetings shall be Adjustment to the wording as a result of
over by the Chair of the Board of Directors or by a presided over by the Chairman of the Board of the new name proposed to the offices
person appointed by the Chair. In the absence of the Directors or by a person appointed by the of the Company’s Executive
Chair, a Shareholders’ Meeting shall be presided over Chairman. In the absence of the Chairman of the Management Board, as shown in article
by the Vice Chair or an appointee. The chair of the Board of Directors, a Shareholders’ Meeting shall be 31 et seq.
Shareholders’ Meeting shall appoint one of the presided over by the Vice Chairman or an
attendees to act as secretary. appointee. The chair of the Shareholders’ Meeting
shall appoint one of the attendees to act as
secretary.
Paragraph 8. It shall be the exclusive responsibility of
the Chair of the Meeting, subject to the rules
established in these Bylaws, to make any decision
regarding the number of votes of each shareholder,
which decision may be immediately appealed to the
Shareholders’ Meeting itself, in which decision the
interested party shall not vote.
Article 13. Before a shareholders’ meeting convenes,
the attending shareholders shall be required to sign the
Shareholders’ Attendance List in the proper register,
identifying themselves by name, place of residence and
number of shares of record.
Paragraph 1. The Chair of the Meeting shall close the
Shareholders’ Attendance List promptly upon

123
convening the shareholders’ meeting.

Paragraph 2. Tardy shareholders appearing after the
closing of the Shareholders’ Attendance List shall be
allowed to participate in the meetings but shall not be
entitled to vote the shares on any matter.

Article 14. The Company must begin the registration of
the shareholders to take part in the Shareholders’
Meeting at least forty-eight (48) hours in advance, it
being the responsibility of the shareholder to present:
(i) certificate issued by the transfer institution for the
book-entry shares owned, in accordance of terms and
conditions of Article 126 of Brazilian Corporate Law*.
This proof shall be dated no later five days before the
date of the Shareholders’ Meeting. The Company, at its
discretion, may dispense the presentation of this proof;
and (ii) a proxy statement and/or documents that
evidence the powers of legal representation of the
shareholder. The shareholder or its legal
representatives shall present the Shareholders’
Meeting documents that prove his or her identity.

Article 15. Unless otherwise provided by law, and Article 15. Unless otherwise provided by law, and Adjustment of reference.
giving due regard to the provisions of Article 7 and of giving due regard to the provisions of Article 7 and
paragraph 2 of Article 65 of these Bylaws, at of paragraph 2 of Article 68 of these Bylaws, at
Shareholders’ Meetings decisions shall pass by the Shareholders’ Meetings decisions shall pass by the
affirmative vote of holders of record of a majority of affirmative vote of holders of record of a majority
the shares represented at the meeting, not computing of the shares represented at the meeting, not
abstentions. computing abstentions.

Paragraph 1. Decisions taken in a shareholders’ Paragraph 1. Decisions taken in a shareholders’ Adjustment of reference.

124
meeting to amend or eliminate any of the provisions meeting to amend or eliminate any of the
set forth under Article 71, in particular where the provisions set forth under Article 74, in particular
effects thereof curtail shareholder rights under a where the effects thereof curtail shareholder rights
tender offer requirement, shall strictly adhere to the under a tender offer requirement, shall strictly
voting cap set forth in Article 7 of these Bylaws. adhere to the voting cap set forth in Article 7 of
these Bylaws.

Paragraph 2. A Shareholders’ Meeting shall deliberate
and decide only on matters included in the order of
business, such as announced in the related call notice,
with no open-ended discussions.

Paragraph 3. The minutes of Shareholders’ Meetings
shall be prepared based business transacted and action
taken at the meetings, certified by the proper officers
and signed by the attending shareholders

Article 16. It shall be incumbent on shareholders
convening in a Shareholders’ Meeting, among other
actions prescribed by law and these Bylaws, to decide
on the matters set forth below:

(a) Review and judge the management report and
financial statements;

(b) Determine the allocation of net income for the year
and approve dividend distributions based on the
management proposal;

(c) Elect and remove the Directors and the members of
the Fiscal Council, if active;

125
(d) Set the aggregate compensation of the members of
the Board of Directors and the Executive Management
Board, as well as the compensation of fiscal council
members, if elected, having regard for the provisions
of Article 17;

(e) Approve stock option or stock award plans of any
type concerning options attributable to officers,
employees and service providers of the subsidiaries;

(f) Approve profit sharing programs for management
members giving regard to applicable legal limits, and
employee profit sharing plans, in accordance with the
human resources policy of the Company;

(g) Approve proposals for the Company to delist from
the Novo Mercado listing segment or a going private
process ultimately resulting in cancellation of the
registration as a public company;
(h) Based on a list of selected firms provided by the
Board of Directors, appoint a specialized firm to
determine the economic value of the Company shares
and prepare the valuation report, in the event of a
going private process for cancellation of the
registration as a public company, or of delisting from
the Novo Mercado, as contemplated under CHAPTER
VIII hereof;
(i) Suspend the rights of a shareholder, as provided
under Article 120 of Brazilian Corporate Law* and
Article 18 of these Bylaws;

126
(j) Approve acquisitions of ownership interest in other
companies and/or associations or joint ventures or
consortia, where the value of any such interest is in
excess of three times the Reference Amount;
(k) Approve any disposition of the Company fixed
assets or its trademarks that represent an amount
equal to or higher than three times the Reference
Amount; and
(l) Approve transactions such as a merger with another
company, a share-for-share merger, or a consolidation
or spin-off transaction, or a transformation of
corporate type, or the dissolution of the Company, for
this purpose giving regard to any legally prescribed
quorum to resolve, except where the CVM may have
authorized a lower quorum, such as foreseen under
paragraph 2 of article 136 of Brazilian Corporate Law;
and
(m) Previously approve the negotiation, by the
Company, of shares of its own issue in the events set
forth in the applicable law.

Article 17. The Shareholders’ Meeting shall set the Article 17. The Shareholders’ Meeting shall set the Adjustment to the wording in view of
aggregate compensation of the members of the Board aggregate compensation of the members of the the new structure proposed for the
of Directors and Executive Management Board, and Board of Directors and Executive Management Company’s Executive Management
shall allocate the portion attributable to each body. Board, and shall allocate the portion attributable to Board, according to Section III.
each body.

Paragraph 1. Due regard given to the compensation Paragraph 1. Due regard given to the compensation Adjustment to the wording in view of
allocation established by the Shareholders’ Meeting, as allocation established by the Shareholders’ the new structure proposed for the
provided in the main provision of this Article, the Board Meeting, as provided in the main provision of this Company’s Executive Management
127
of Directors shall set the compensation of the Chief Article, the Board of Directors shall set the Board, according to Section III.
Executive Officer, and the latter shall determine the compensation of the Chief Executive Officer, and
individual compensation of each Executive Officer. the latter shall determine the individual
compensation of each Vice Chair President and of
each Executive Officer.

Paragraph 2. The Directors and Executive Officers shall Paragraph 2. The Directors and members of the Adjustment to the wording in view of
only be entitled to profit sharing payments relative to Executive Management Board shall only be entitled the new structure proposed for the
years in which profits are sufficient to ensure the to profit sharing payments relative to years in which Company’s Executive Management
shareholders are paid the mandatory dividend profits are sufficient to ensure the shareholders are Board, according to Section III.
established under Article 202 of Brazilian Corporate paid the mandatory dividend established under
Law*. Article 202 of Brazilian Corporate Law*.

Article 18. Shareholders convening in a shareholders’
meeting shall be entitled to approve a suspension of
the rights, including voting rights, of any shareholder or
Shareholder Group for noncompliance with any legal or
regulatory provision or the provision of these Bylaws.

Paragraph 1. In the event contemplated in this Article,
shareholders individually or jointly representing at least
5% of the outstanding shares shall be entitled to call a
shareholders’ meeting to decide on suspending the
rights of a noncompliant shareholder if, having given
reasoned notice requesting the Board of Directors to
do so, the latter were to let eight days elapse without
calling the meeting. The notice to the Board of
Directors shall identify the event of noncompliance and
the noncompliant shareholder or Shareholder Group.

Paragraph 2. Any Shareholders’ Meeting that decides
for suspending the rights of a shareholder or

128
Shareholder Group shall be responsible, among other
things, for deciding on the extent and period of
suspension, provided, however, no such action may
suspend a shareholder’s legally prescribed rights to
monitor corporate management and request
information from management.

Paragraph 3. The suspension of rights shall cease as
soon as the shareholder resumes compliance and
fulfills the obligation.

Article 19. Where a shareholder has or represents
interests that conflict with the interest of the Company
in any matter submitted for consideration at a
shareholders’ meeting, such shareholder shall be
required to abstain from interfering in the deliberations
and voting the relevant motion. Under article 115 of
Brazilian Corporate Law*, a shareholder that interferes
in, or votes on any matter in which he or she or it has
or represents conflicting interest, shall be deemed to
be acting in abuse of voting power.
CHAPTER IV
MANAGEMENT
Section I – General Provisions for the Management
Bodies
Article 20. The management of the Company is
comprised by the Board of Directors and the Executive
Management Board.

Sole paragraph. The roles of Board Chair and Chief Sole paragraph. The roles of Board ChairChairman Adjustment to the wording in view of
Executive Officer are separate, and no person may and Chief Executive Officer of the Company are the new structure proposed for the
129
accumulate the two functions. separate, and no person may accumulate the two Company’s Executive Management
functions. Board, according to Section III.

Article 21. The members of the Board of Directors and Article 21. The members of the Board of Directors Exclude the need to take office within
of the Executive Management Board shall take office by and of the Executive Management Board shall take no more than 30 days after their
signing the deed of investiture in the proper Company office by signing the deed of investiture in the election, because it is possible that the
register within no more than 30 days after their proper Company register, at which time they must Shareholders’ Meeting (in the event of
appointment date, at which time they must also sign also sign the Statement of Consent from Directors election of members of the Board of
the Statement of Consent from Directors and Officers and Officers required under the Novo Mercado Directors) and the Board of Directors (in
required under the Novo Mercado Listing Rules. The Listing Rules. The directors and officers must the event of election of members of the
directors and officers must remain in office until their remain in office until their successors are appointed Executive Management Board) establish
successors are appointed and take office. and take office. other term for investiture.

Sole paragraph. The directors and officers of the Sole paragraph. The directors and officers of the Adjust the name of the policies
Company shall also be required to adhere to the Company shall also be required to adhere to the mentioned in the provision.
Disclosures and Securities Trading Policy Manual by Disclosures and Securities Trading Manual Polices
signing the relevant deed of adherence. issued by the Company by signing the relevant deed
of adherence.
Section II – Board of Directors
Subsection I – Composition
Article 22. Subject to the provisions of Article 84, the Article 22. Subject to the provisions of Article 87, Adjustment of reference and wording,
Board of Directors shall comprise at least seven and at the Board of Directors shall comprise at least seven since the provision of article 86 below is
most 13 members, elected by the Shareholders’ and at most 11 members, elected by the transitory.
Meeting for unified two-year terms, removal and Shareholders’ Meeting for unified two-year terms,
reelection being permitted. removal and reelection being permitted.

Paragraph 1. The Directors shall not hold positions in
the Executive Management Boards of either the
Company or its subsidiaries.

Paragraph 2. The Board of Directors shall adopt an Paragraph 2. The Board of Directors shall adopt an Adjustment to the wording in view of
Internal Regulation establishing its own operating Internal Regulation establishing its own operating the new structure proposed for the
130
guidelines, rules on the rights and responsibilities of guidelines, rules on the rights and responsibilities of Company’s Executive Management
the Directors and the relationships with the Executive the Directors and the relationships with the Joint Board according to Section III.
Management Board and with other corporate bodies. Board of OfficersCollective Executive Management
Board, with the Executive Management Board and
with other corporate bodies.

Paragraph 3. With regard to the voting process for
election of Directors, it shall be incumbent on the Chair
of the Shareholders’ Meeting to determine the voting
system by which the shareholders will be polled, while
having due regard for the provisions of Articles 23 and
24 of these Bylaws.

Paragraph 4. Unless upon a waiver pronounced at a
Shareholders’ Meeting, the eligibility requirements for
candidate directors shall include those that are set
forth below, in addition to the requirements set forth
under applicable Law and regulations.

(a) being over 25 years old;

(b) having an upstanding reputation and proficient
knowledge of the functioning of the markets operated
by the Company and/or its subsidiaries, as well as
other areas of knowledge required under the Internal
Rules of the Board of Directors;

(c) not having a spouse, domestic partner or relative to
the second degree serving as director or officer of, or
employed with, the Company or any of its subsidiaries;

(d) not holding a position in any company deemed to
be a competitor of the Company or its subsidiaries, and
131
neither having, nor representing any party that has, a
conflict of interest with the Company or its
subsidiaries. A conflict of interest is presumed to exist
relative to any person that, cumulatively: (i) has been
elected by a shareholder that has also elected a
director in a competitor company; and (ii) has ties
arising from a ‘subordinate relationship’ with the
shareholder voting for his or her election; and

(e) having actual disposition to dedicate time and
effort as member of the Board of Directors, regardless
of other positions the candidate may hold in other
entities, whether as director and/or executive.

Paragraph 5. For the purposes of item (d) of the above
paragraph 4 of this Article 22, a Director shall be
deemed to have been elected by: (i) the shareholder of
Shareholder Group whose individual votes were
sufficient to elect a Director; or (ii) the shareholder or
Shareholder Group whose individual votes were
sufficient to elect a Director in a cumulative voting
process (or would have been sufficient based on the
total of attendee shareholders, had the cumulative
voting system been adopted); or (iii) the shareholder or
Shareholder Group whose individual votes were
sufficient to meet the percentage thresholds required
under paragraph 4 of Article 141 of Brazilian Corporate
Law*, which allow for the election of Directors in a
separate voting process.

Paragraph 6. A majority of the Directors of the
Company shall be Independent Directors, herein
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defined as persons that meet the following
requirements:

(a) all of the independence standards established in
the Novo Mercado Listing Rules and in CVM Ruling No.
461/07, cumulatively; and

(b) not holding, and not having ties with any
shareholder that holds, whether directly or indirectly,
ownership interest in 7% or more of the issued and
outstanding shares of stock, or voting stock of the
Company.

Paragraph 7. Directors elected pursuant to paragraphs
4 and 5 of article 141 of Brazilian Corporate Law* shall
also be deemed to serve in the capacity of Independent
Directors, regardless of whether they meet the
independence standards established in this Article.

Paragraph 8. In addition to the requirements set forth
in the preceding paragraphs, the members of the Board
of Directors shall at no time include more than one
Director having ties with a holder of permit for access
to the Company’s markets, or having ties with the same
entity, conglomerate or economic group.

Paragraph 9. At least two (2) and at most four (4)
directors of the Company shall be Directors
maintaining relationship with the holder of Permit for
Access, selected amongst the holders of Permit for
Access with effective representativeness and
leadership in the markets they operate.

133
Paragraph 10. For the purposes of this Article, having
“ties” with a party is defined as:

(a) an employment relationship, or one arising from
any agreement for provision of professional services on
a continuing basis or from participation in any
management or advisory or deliberative body or fiscal
council of an entity;

(b) any direct or indirect ownership interest in excess
of 10% of the issued and outstanding shares of stock or
voting stock of the Company; or

(c) a relationship established through a spouse, (c) exclusively for purposes of paragraph 6, letter Adjustment to the wording.
domestic partner or relative to the second degree. (b) above, in the event of individual shareholder, a
relationship established through a spouse,
domestic partner or relative to the second degree.

Paragraph 11. Any Director that ceases to meet the
eligibility requirements established in this Article, due
to a supervening event or circumstance unknown at
the time of the election, shall be replaced promptly
upon disclosure of such event or circumstance.
Subsection II – Election
Article 23. Without prejudice to the provision of Article
24, a slate system shall be adopted in elections of the
members of the Board of Directors.

Paragraph 1. In the election provided for in this Article
23, only the following slates of candidates may run: (i)
those nominated by the Board of Directors, as advised
134
by the Nominations and Corporate Governance
Committee; or (ii) those that are appointed by any
shareholder or group of shareholders in the manner
provided for in paragraph 3 of this Article.

Paragraph 2. The Board of Directors, as advised by the
Nominations and Corporate Governance Committee
shall, on the date the Shareholders’ Meeting that is to
elect the members of the Board of Directors is called,
make available at the Company’s headquarters any
statement signed by each of the members of the slate
of candidates appointed, containing: (i) his or her
complete identification information; (ii) a complete
description of his or her professional experience,
including previous work experience qualifications and
academic qualifications; and (iii) information regarding
disciplinary or judicial proceedings in which a judgment
of guilty has been entered under a final and
unappealable decision issued, in addition to
information on instances of disqualification or inability
to serve or conflict of interest with the Company, if
any, such as prescribed under Article 147, paragraph 3,
of Brazilian Corporate Law*.

Paragraph 3. Where a shareholder or group of
shareholders wishes to propose a different slate of
candidate nominations to the Board of Directors, it
shall forward to the Board of Directors, jointly with the
proposed slate to be presented pursuant to the
applicable regulation, statements signed individually by
the candidates they nominate, containing the
information required in the preceding paragraph, and
135
the disclosure shall observe the terms of the applicable
regulation.

Paragraph 4. Candidates nominated by the Board of
Directors or any shareholder to serve as independent
directors shall be identified as such, due regard being
given to the eligibility requirements set forth in
Paragraphs 6 and 7 of Article 22 of these Bylaws..

Paragraph 5. A single person may be nominated in two
or more slates, including the one proposed by the
Board of Directors.

Paragraph 6. Any shareholder shall vote for just one
slate, and the votes shall be computed in compliance
with the limitations provided for in Article 7. The
candidates nominated in the slate that receives the
highest number of votes shall be declared elected.

Paragraph 7. Where the candidates are nominated
individually, the voting system shall dispense with the
slate system and votes shall be cast relative to each
individual candidate.

Article 24. In elections of the members of the Board of
Directors, shareholders individually or jointly
representing interest in at least 5% of the outstanding
shares are entitled to request adoption of cumulative
voting system, provided they so request at least 48
hours prior to the Shareholders’ Meeting.

Paragraph 1. Promptly upon receiving the request, the Paragraph 1. Promptly upon receiving the request, Adjustments in line with a proposed
Company shall release notice thereof in the Company’s the Company shall release notice thereof in the
136
Internet site advising shareholders that the election will Company’s Internet site advising shareholders that new corporate name of the Company.
take place in a cumulative voting process, and shall the election will take place in a cumulative voting
forward the same information, via computer, to the process, and shall forward the same information,
CVM and BM&FBOVESPA. via computer, to the CVM and BM&FBOVESPAB3.

Paragraph 2. On convening the meeting, the presiding
officers shall determine the number of eligible votes
attributable to each shareholder or Shareholder Group,
based on the signatures affixed to the Shareholders’
Attendance List and number of shares of record,
provided that for purposes of the voting cap
established in Article 7 of these Bylaws, the number of
board seats to be filled in the election shall be
multiplied by the number of eligible votes, meaning
votes not exceeding the cap threshold of 7% of the
outstanding shares.

Paragraph 3. Where the election of Directors adopts a
cumulative voting process, the slate system shall be
dispensed with and votes shall be cast individually on
the candidates nominated in slates presented by the
Board and shareholders according to Article 23,
provided each candidate shall have signed and
presented to the meeting a statement containing the
information required under paragraph 2 of Article 23 of
these Bylaws..

Paragraph 4. Any shareholder or Shareholder Group
shall be entitled to allot all of its votes to a single
candidate or spread out the votes among several.
Candidates that receive the highest number of votes
shall be declared elected.
137
Paragraph 5. Where a tie is determined to have
occurred for any given board seat, an additional voting
round shall take place after the number of eligible
votes attributable to each shareholder or Shareholder
Group.

Paragraph 6. Where the election of Directors is carried
out in a cumulative voting process, the removal of one
shall result in removal of all the Directors for a new
election process to take place. Otherwise, where a
board seat becomes vacant, elections shall be held to
elect the entire Board of Directors in the next
shareholders’ meeting taking place after the event. .

Paragraph 7. Where the Company is under control of
any individual controlling shareholder or Shareholder
Group, (pursuant to Article 116 of Brazilian Corporate
Law*), at elections of the members of the Board of
Directors shareholders representing 10% of the
outstanding shares of shall be entitled to request
adoption of a separate voting system (plumping) for
the election, as permitted under paragraphs 4 and 5 of
Article 141 of Brazilian Corporate Law*. In this event
the provisions of Article 23 of these Bylaws shall not
apply.

Article 25. The Board of Directors shall appoint the
Chairman and Vice Chairman from among its members.
The appointment shall take place in the first meeting
held after the Directors take office or in the first
meeting after the vacancy of these positions.

138
Subsection III – Meetings and Substitutions
Article 26. The members of the Board of Directors shall
hold ordinary meetings at least every two months,
according to a meeting calendar which the Chairman of
the Board will release to the directors on the first
month of each year, and will hold extraordinary
meetings as often as may be necessary, upon being
summoned as prescribed under paragraph 1 of this
Article or two-thirds of its members.

Paragraph 1. The Chairman or the Vice Chairman, if the
former is absent, shall issue call notices of meetings of
the Board of Directors.

Paragraph 2. The call notice for the meetings of the
Board of Directors shall be in writing, by letter,
telegram, fax, e-mail or other manner which allows
proof of receipt of the called notice by the addressee,
and must contain, in addition to the place, date and
time of the meeting, and the agenda.

Paragraph 3. The meetings of the Board of Directors
shall be convened with, at least, upon three days
‘notice. Regardless of the formalities for convening a
meeting, the meeting shall be considered regular when
all of the members of the Board of Directors attend.

Paragraph 4. The Directors may take part in the
meetings of the Board of Directors by conference call,
videoconference or by any other means of
communication that allows the identification of the
Director and the communication with all of the other
139
people present at the meeting. In this case, the
Directors shall be considered present at the meeting
and must sign the respective minutes.

Paragraph 5. No member of the Board of Directors may Paragraph 5. No member of the Board of Directors Set forth that the members of the Board
have access to information, take part in decisions and may have access to information, take part in may also not have access to information
discussions of the Board of Directors or any other decisions and discussions of the Board of Directors or take part in decisions of the
management bodies, exercise the right to vote or, in or any other management bodies of the Company management bodies of the controlled
any way intervene in the matters in which he or she, or of the companies controlled by it, exercise the companies or in any way intervene in
directly or indirectly, has a conflict of interests with right to vote or, in any way intervene in the matters the matters in which he or she has a
those of the Company, under the terms of the law. in which he or she, directly or indirectly, has a conflict of interests with those of the
conflict of interests with those of the Company or Company or of its controlled companies.
of its controlled companies, under the terms of the
law.

Paragraph 6. The quorum for the instatement of the
meetings of the Board of Directors, on first call, shall be
the absolute majority of its members. On second call,
which shall be the object of a new communication to
the Directors in the manner described in paragraph 1 of
this Article, sent immediately after the date set for the
first call, the meeting shall be instated with any number
of Directors present.

Paragraph 7. Except otherwise provided for in these
Bylaws, the decisions of the Board of Directors shall be
taken by majority vote of the members present at the
meetings. The Chairman of the Board of Directors shall
cast the deciding vote in case of tie.

Paragraph 8. The Chief Executive Officer, or his or her Paragraph 8. The Company’s Chief Executive Adjustment to the wording in view of
substitute, shall take part in the meetings of the Board Officer, or his or her substitute, shall take part in the new structure proposed for the

140
of Directors, but shall withdraw on request of the the meetings of the Board of Directors, but shall Company’s Executive Management
directors. withdraw on request of the directors. Board, according to Section III.

Article 27. Except otherwise provided for in paragraph
6 of Article 24 and observing the sole paragraph of this
Article, if there is a vacancy occurring in the
membership of the Board of Directors, the replacement
shall be appointed by the other Directors based on a
recommendation of the Nominations and Corporate
Governance Committee to serve until the next
Shareholders’ Meeting, when a new Director must be
elected, who shall complete the term of office of the
replaced Director. Where there is a vacancy of the
majority of positions of the Board of Directors, a
Shareholders’ Meeting must be convened, within a
maximum of 15 days from the event, to elect the
alternates, who must complete the terms of office of
those being replaced.

Sole paragraph. In the event of vacancy in the position
of Board Chairman, the Vice Chairman shall fill in the
position until such time as a new Chairman is elected.

Article 28. In cases of absence or temporary inability,
the absent or temporarily impeded Director may be
represented in the meetings of the Board of Directors
by another Director appointed in writing, who, in
addition to having his or her own vote, shall present
the vote of the absent or temporarily impeded
Director.

Paragraph 1. If the Director to be represented is: (i) an Paragraph 1. If the Director to be represented is an Adjustment to the wording.

141
Independent Director, the Director who represents him (i) an Independent Director, the Director who
or her must also fall within the classification of represents him or her must also fall within the
Independent Director; (ii) a Director who maintaining a classification of Independent Director; or (ii) a
relationship with the holder of Access Permit, the Director who maintaining a relationship with the
Director to represent him or her must also be a holder of Access Permit, the Director to represent
Director maintaining a relationship with the holder of him or her must also be a Director maintaining a
Access Permit . relationship with the holder of Access Permit.

Paragraph 2. In the event of absence or temporary
inability of the Chairman of the Board, his or her
functions shall be provisionally filled in by the Vice
Chairman or another director appointed by the Vice
Chairman.

Paragraph 3. In the event of absence or temporary
inability of the Vice Chairman, the Chairman shall
appoint a replacement from among the other
Directors.
Subsection IV – Responsibilities
Article 29. The responsibilities of the Board of Directors
include the following:

(a) determining the general business guidelines of the
Company and its subsidiaries; including the approval
the annual budget and budget revisions of the
Company and its subsidiaries; and setting strategic
plans and targets for future periods, overseeing
execution;

(b) electing and removing the Executive Officers, (b) (i) electing and removing the members of the Adjustment to the wording in view of
assessing their performance, establishing a succession Executive Management Board, (ii) assessing the the new structure proposed for the

142
plan in relation to them, and approving the Executive Chair’s CEO’s performance, and assessing the Company’s Executive Management
Management Internal Rules having regard to the performance of the other members of the Board, according to Section III.
relevant provisions of these Bylaws; Executive Management Board (iii)and establishing a
succession plan regarding the CEO and assessing
and supervising the succession plan of the Boad Explain that the Board is empowered to
proposed by the Joint Board, and as well as (iv) assess the performance of the Chair and
approving the Executive Management Internal to assess the performance of the other
Rules having regard to the relevant provisions of Officers conducted by the Chair.
these Bylaws;

(c) overseeing management of the Officers; examining (c) overseeing management of the Executive Adjustment to the wording in view of
the books and records of the Company at any time, Management Board; examining the books and the new structure proposed for the
requesting information on previous or impending records of the Company at any time, requesting Company’s Executive Management
transactions and any other management acts; information on previous or impending transactions Board, according to Section III.
and any other management acts;

(d) deciding on the convening of the Shareholders’
Meetings;

(e) submitting the Management Report and accounts,
and the annual financial statements to the
Shareholders’ Meeting, along with its
recommendations;

(f) presenting to the Shareholders’ Meeting the
proposal on allocation of the net income for the year;

(g) granting prior authorization for the execution of (g) granting prior authorization for the execution of Reference adjustment.
agreements of any kind, as well as settlements or agreements of any kind, as well as settlements or
waivers of rights, which in any event imply liabilities for waivers of rights, which in any event imply
the Company at amounts in excess of the Reference liabilities for the Company at amounts in excess of
Amount, as defined in the sole paragraph of this the Reference Amount, as defined in the sole
143
Article, to the extent they have not been contemplated paragraph of this Article, to the extent they have
in the annual budget, except however for the not been contemplated in the annual budget,
agreements set forth in item (g) of Article 38; except however for the agreements set forth in
item (gk) of Article 37;

(h) granting prior authorization for investments of a (h) granting prior authorization for investments of a Rebalancing of the attributions of the
single nature not contemplated in the annual budget single nature not contemplated in the annual Company’s management bodies.
and whose aggregate amount exceeds the Reference budget and whose aggregate amount exceeds the
Amount; Reference Amount, subject to the provisions of
letter (o) below;

(i) granting prior authorization for any loan, financing,
bond issuance, or cancellation of simple, non-
convertible debentures not secured by collateral, or for
the giving of collateral or personal guarantees by the
Company on behalf of its subsidiaries, where the
amount involved is in excess of the Reference Amount
and the transaction has not been contemplated in the
annual budget;

(j) authorizing the Executive Management Board to (j) authorizing the Executive Management Board to Adjustment to the wording.
acquire, or dispose of, or give collateral or create liens acquire or dispose of, or also to give collateral or
of any kind on permanent assets of the Company, create liens of any kind on permanent assets of the
where the amount involved implies liability in excess of Company, where the amount involved implies
the Reference Amount and the transaction has not liability in excess of the Reference Amount and the
been contemplated in the annual budget; transaction has not been contemplated in the
annual budget;

(k) granting prior authorization for the Company or a
subsidiary to enter into partnership or shareholders
agreements involving the Company or its subsidiaries;

144
(l) deciding on the voting instructions where the (l) deciding on the voting instructions where the Rebalancing of the attributions of the
Company is to attend shareholders’ meetings of Company is to attend shareholders’ meetings (a) of Company’s management bodies.
companies in which it holds ownership interest, and controlled companies, for any matters where the [NOTE to the Board of Directors: the
granting prior consent for approval of amendments to Company’s interest value is in excess of the mapping of attributions approved by the
the articles of association or bylaws of any investees, Reference Amount; and (b) of any entities in which Board of Directors sets forth that the
where the interest value is in excess of the Reference the Company holds ownership interest, for voting instructions for strategic matters
Amount, due regard being given to the provision under strategic matters. would be limited to controlled
item 0 of Article 16; companies. The new proposal of the DE
would be that the voting instructions be
attributed to the Board of Directors in
the event of strategic matter in any
invested entity, whether controlled or
not, and irrespective of the Reference
Amount]

(m) appointing the Executive Officers of the (m) appointing the managers of the subsidiaries Rebalancing of the attributions of the
subsidiaries, provided that, unless otherwise decided whenever the amounts of the equity interests of Company’s management bodies.
by 75% of the Directors, the appointment of the lead the Company exceed the Reference Value, it being
executives will coincide with that of the Chief Executive understood that unless otherwise decided by 75%
Officer; of the Directors, the appointment of the lead
executives will coincide with that of the Chief
Executive Officer;

(n) deciding on proposals for the Company to
repurchases of its own shares whether for the shares
to be kept as treasury stock or for cancellation or
subsequent reissue;

(o) having due regard for the corporate purposes (o) deciding on the Company’s membership in Rebalancing of the attributions of the
stated in Article 3, deciding on acquisitions of philanthropic associations and organizations, Company’s management bodies.
ownership interest in other companies, and where the amount involved is in excess of the

145
membership in philanthropic associations and Reference Amount or whenever the interest
organizations, where the amount involved is in excess represents the acquisition of control of the
of the Reference Amount and except for interest investee, irrespective of the value of the equity
acquired within the scope of the Company’s policy on interest, except with respect to interests involved
financial investments; by the Company’s financial investment policy and
those referred to in letter (j) of Article 16;

(p) granting authorization, regardless of the amount (p) granting authorization, regarding values equal Adjustment to explain that the Board of
involved, for the Company to guarantee third-party to or greater than 10% of the Reference Value Directors would have powers to resolve
obligations under transactions unrelated to the established in Bylawsregardless of the amount on any grant of guarantee to third-party
Company business or not arising from its operations, in involved, for the Company to guarantee third-party obligations, except in relation to
particular in connection with its role as central obligations, except in relation to obligations of obligations of entities controlled by the
counterparty clearing (and whether involving the entities controlled by the Company or entities in Company or entities in which the
Company or a subsidiary); which the Company participates as founder or Company participates as founder or
supporting entity; supporting entity.

(q) defining the three nominations list of selected
specialized firms, proposed for a valuation of the
Company shares and preparation of the valuation
report, in the event a tender offer is to be conducted in
a going private process (and cancellation of the public
company registration) or for the Company to delist
from the Novo Mercado, as provided in paragraph 2 of
Article 65 of these Bylaws;

(r) approving the hiring of a registrar to provide (r) approving the hiring of a registrar to provide Rebalancing of the attributions of the
securities bookkeeping services; securities bookkeeping services; Company’s management bodies.

(s) deciding on distributions (for payment or crediting (r) deciding on distributions (for payment or Renumbering.
to shareholders) of interest on shareholders’ equity, crediting to shareholders) of interest on
pursuant to applicable legislation; shareholders’ equity, pursuant to applicable
legislation;

146
(t) appointing and removing the independent auditors, (s) appointing and removing the independent Renumbering and adjustment of
while giving regard to item (a) of Article 47, auditors, while giving regard to item (a) of Article reference.
4947,

(u) appointing the members of standing Advisory (t) appointing the members of standing Advisory Renumbering.
Committees from among the Directors, and the Committees from among the Directors, and the
members of other committees or temporary working members of other committees or temporary
groups established by the Board of Directors; working groups established by the Board of
Directors;

(v) within fifteen (15) days after the announcement of (u) within fifteen (15) days after the Renumbering.
any tender offer initiated for shares issued by the announcement of any tender offer initiated for
Company, expressing its support of, or opposition to, shares issued by the Company, expressing its
the offer in a reasoned opinion to be released to the support of, or opposition to, the offer in a
market, which must advise the shareholders at least reasoned opinion to be released to the market,
with regard to (i) the timing and convenience of the which must advise the shareholders at least with
bid vis-à-vis the shareholders’ interests and the regard to (i) the timing and convenience of the bid
liquidity of their shares; (ii) the impact of the offer on vis-à-vis the shareholders’ interests and the
the business interests of the Company; (iii) the liquidity of their shares; (ii) the impact of the offer
bidder’s strategic plans for the Company, as released; on the business interests of the Company; (iii) the
and (iv) any other points of consideration the Board bidder’s strategic plans for the Company, as
may deem relevant, in addition to providing the released; and (iv) any other points of
information required under applicable CVM rules; and consideration the Board may deem relevant, in
addition to providing the information required
under applicable CVM rules; and

(x) judge resources in the assumptions provided for (v) judge resources in the assumptions provided for Renumbering.
herein, in the Internal Rules of the Board of Directors herein, in the Internal Rules of the Board of
or regulations, in according to the proceeds established Directors or regulations, in according to the
in the Board of Directors Internal Rules. proceeds established in the Board of Directors
Internal Rules.

147
Sole paragraph. For purposes of these Bylaws, the Paragraph 1. For purposes of these Bylaws, the Renumbering.
Reference Amount shall equal 1% of the net equity Reference Amount shall equal 1% of the net equity
value of the Company, as determined at the end of the value of the Company, as determined at the end of
immediately preceding year. the immediately preceding year.

Absent provision Paragraph 2. Any election of member(s) or change Replicate in the Bylaws the rule
in the Products and Pricing Committee’s contained in the Internal Regulations of
composition shall be conditional upon the the Company’s Board of Directors.
affirmative vote of ninety percent (90%) of the
members of the Board of Directors.

Article 30. The Board of Directors shall also have
powers to:

(a) approve the Market Access Regulations, as well as (a) approve the Market Access Regulations, as well Rebalancing of the attributions of the
rules governing admission, suspension and exclusion of as rules governing admission, suspension and management bodies.
Access Permit holders, in addition other regulatory exclusion of Access Permit holders, in addition
rules, operating rules or clearing/settlement rules other regulatory rules designed to regulate and
designed to regulate and define transactions in debt or define transactions in debt or equity securities,
equity securities, bonds and derivatives contracts bonds and derivatives contracts admitted for
admitted for trading and/or registration, as carried out trading and/or registration, as carried out in any of
in any of the trading, registration, clearing and the trading, registration, clearing and settlement
settlement systems operated by the Company and its systems operated by the Company and its
subsidiaries; subsidiaries;

(b) approve rules related to issuer registration and
listing, admission for trading, suspension and delisting
of debt or equity securities, bonds and derivatives
contracts, as applicable;

(c) approve the regulations applicable within the scope
of any clearing house operated by the Company and
148
their clearing, settlement and registration systems;

(d) approve the Over-the-Counter Business and Credit (d) approve the Company’s over-the-counter Formal adjustment.
Support Transactions Guideline; business and credit support transactions guideline
(“Over-the-Counter Business and Credit Support
Transactions Guideline”);

(e) approve the Product and Service Pricing Policy (e) approve the product and service pricing policy Formal and reference adjustment.
Guidelines referred to in article 35, letter (h), items (i), guidelines referred to in article 35, letter (g), items
(ii) and (iii); (i), (ii), (iii) and (iv) (“Product and Service Pricing
Policy Guidelines”);

(f) approve the Code of Ethics applicable to
Participants with access to markets operated by the
Company, which code will provide rules of ethical
conduct necessary to ensure proper market
functioning and high standards of business conduct, in
addition to approving rules to regulate the operation
and composition of the Ethics Committee, and electing
the Committee members;

(g) establish the penalties that may apply to breaches (g) establish the penalties that may apply to Adjustment to the wording.
of the rules approved by the Board of Directors; breaches of the rules approved by the Board of
Directors;

(h) decide on the granting of the Access Permits, this (h) decide on the granting of the Access Permits, Reallocation of the powers to the
decision being subject, within thirty (30) days, to a this decision being subject, within thirty (30) days, Company’s Chair, as permitted by CVM
request for review to the Shareholders’ Meeting, to a request for review to the Shareholders’ Instruction 461/07, in line with the
which must provide a definitive decision on the Meeting, which must provide a definitive decision rebalancing of attributions of the
subject, observing the provisions in the law in effect; on the subject, observing the provisions in the law Company’s management bodies.
in effect;

(i) decide concerning the suspension and the (i) decide concerning the suspension and the Reallocation of the powers to the
149
cancellation of the Access Permits, as well as to cancellation of the Access Permits, as well as to Company’s Chair, as permitted by CVM
analyze the cases where there is a change in the analyze the cases where there is a change in the Instruction 461/07, in line with the
control and recommendations of new administrators control and recommendations of new rebalancing of attributions of the
of companies that are holders of Access Permits; administrators of companies that are holders of Company’s management bodies.
Access Permits;

(j) order the full or partial recess of the markets (h) order the full or partial recess of the markets Renumbering.
administered by the Company and by its subsidiaries, administered by the Company and by its
where a gross emergency situation has been subsidiaries, where a gross emergency situation has
recognized that may affect the normal functioning of been recognized that may affect the normal
market activities, immediately communicating the functioning of market activities, immediately
decision, duly founded, to the CVM; communicating the decision, duly founded, to the
CVM;

(k) approve the annual report on operational risk (i) approve the annual report on operational risk Renumbering.
controls and the business continuity plan of the controls and the business continuity plan of the
Company and of its subsidiaries; Company and of its subsidiaries;

(l) decide concerning the creation, allocation and (j) decide concerning the creation, allocation and Renumbering.
maintenance of funds and the other safeguarding maintenance of funds and the other safeguarding
mechanisms, for the operations performed in the mechanisms, for the operations performed in the
systems and markets administered by the Company systems and markets administered by the Company
and its subsidiaries, regulating the situations and and its subsidiaries, regulating the situations and
procedures for their use. procedures for their use.

Paragraph 1. The Board of Directors may delegate to Paragraph 1. The Board of Directors may delegate Adjustment to the wording in view of
the Executive Management Board of the Company the to the Joint Board of Officers Collective Executive the new structure proposed for the
setting of technical, financial and operating criteria that Management Board of the Company the setting of Company’s Executive Management
complement the rules and regulations stated in items technical and operating criteria that complement Board, according to Section III.
(a), (b) and (c) of this Article. the rules and regulations stated in items (a), (b) and Rebalancing of the attributions of the
(c) of this Article. Company’s management bodies.

150
Paragraph 2. Any amendment to the Over-the-Counter Paragraph 2. Any amendment to the Over-the- Reference adjustment in view of the
Business and Credit Support Transactions Guideline Counter Business and Credit Support Transactions amendments proposed in letter (g) of
and to the Product and Service Pricing Policy Guidelines Guideline and to the Product and Service Pricing Article 35.
referred to in Article 35, letter (h), items (i), (ii) and (iii) Policy Guidelines referred to in Article 35, letter (g),
shall rely on the affirmative vote of ninety percent items (i), (ii), (iii) and (iv) shall rely on the
(90%) of members of the Board of Directors. affirmative vote of ninety percent (90%) of
members of the Board of Directors.
Section II – Executive Management Board
Article 31. The Executive Management Board is the Article 31. The Executive Management Board is the Adjustment to the wording in view of
body that represents the Company, having the power body that represents the Company, having the the new structure proposed for the
to perform all acts of the management of corporate power to perform all acts of the management of Company’s Executive Management
business. The Officers have the power to: (i) observe corporate business. Each of the members of the Board, according to Articles 32 and 36
and enforce the terms and conditions of these Bylaws, Executive Management Board, within the scope of below.
the decisions of the Board of Directors and of the their duties and attribution as set forth in these
Shareholders’ Meeting; (ii) perform, within its powers, Bylaws and/or defined by the Board of Directors
all of the acts necessary for the ordinary operation of has the power to: (i) observe and enforce the terms
the Company and consecution of the corporate and conditions of these Bylaws, the decisions of the
purpose, and (iii) coordinate the activities of the Board of Directors and of the Shareholders’
Company’s subsidiaries. Meeting; (ii) perform, within its powers, all of the
acts necessary for the ordinary operation of the
Company and consecution of the corporate
purpose, and (iii) coordinate the activities of the
Company’s subsidiaries.

Article 32. The Executive Management Board shall be Article 32. The Executive Management Board shall Proposed new structure of the
comprised of five up to nine Officers, one being the be comprised of at least six and up to twenty Company’s Executive Management
Chief Executive Officer and eight Executive Officers. All Officers, one being the Chief Executive Officer, up Board.
of the Officers are elected and removable by the Board to 5 Vice-Chairs Presidents and up to 14 Executive The proposal further contemplates a
of Directors, with a term of office of two years, with Officers. All of the members of the Executive Collective Executive Management
reelection to consecutive terms of office being Management Board are elected and removable by Board, within the scope of the Executive
the Board of Directors, with a term of office of two
151
permitted. years, with reelection to consecutive terms of office Management Board, composed of the
being permitted. Chair and Vice-Chairs (according to
article 36 below).

Absent provision. Paragraph 1. It shall be incumbent upon the Vice- In view of the new structure of the
Presidents and the Executive Officers to assist and Executive Management Board, to
support the CEO in the management and explain the powers of the Vice-Chairs
coordination of the Company’s business and to and of the Officers, as well as to
engage in the activities relating to the duties expressly establish that the Board of
attributed to them by the Board of Directors or by Directors shall define their attributions
these Bylaws, as the case may be, individually or in addition to those set forth in the
collectively. Bylaws.

Absent provision. Paragraph 2. It shall also be incumbent upon the In view of the new structure of the
Vice-Presidents to guide and coordinate the actions Board of Executive Officers, to explain
of the Executive Officers who directly report to the powers of the Vice-Chairs with
them based on the Company’s organization respect to the reporting by the Officers,
structure. whenever applicable.

Paragraph 1. At the time of the annual shareholders’ Paragraph 3. At the time of the annual Renumbering.
meeting that convenes to review and judge the shareholders’ meeting that convenes to review and Adjustment to the wording in view of
financial statements related to the year during which judge the financial statements related to the year the new structure proposed for the
he or she reaches the age of sixty-five (65), the Chief during which he or she reaches the age of sixty-five Company’s Executive Management
Executive Officer shall step down from his or her office, (65), the Chief Executive Officer shall step down Board, according to this Section III.
unless otherwise authorized by the Board of Directors, from his or her office, unless otherwise authorized
as an exception to this retirement age rule. by the Board of Directors, as an exception to this
retirement age rule.

Paragraph 2. The Board of Directors shall designate, Paragraph 4. The Board of Directors shall designate, Renumbering.
from among the Officers of the Company, the one as proposed by the Company’s ChairCEO, from Adjustment to the wording in view of
(those) who shall perform the functions of Chief among the Vice-Chairs President or Executive
the new structure proposed for the
Financial Officer and Investor Relations Officer. Officers of the Company, the one who shall perform Company’s Executive Management
152
the functions of Investor Relations Officer. Board, according to this Section III.
Adjustment to the wording because (i)
not necessarily the same Officer will
perform the duties as Chief Financial
Officer and Investor Relations Officer
and (ii) from the regulatory perspective,
only the duties as Investor Relations
Officer is mandatory

Article 33. The Executive Officers work for the Article 33. The members of the Executive Adjustment to the wording in view of
Company on an exclusive dedication basis and are not Management Board work for the Company on an the new structure proposed for the
permitted while in office to have ties (as defined in exclusive dedication basis and are not permitted Company’s Executive Management
paragraph 9 of Article 22): (i) with holders of a permit while in office to have ties (as defined in paragraph Board, according to this Section III.
for access to the Company’s markets, (ii) with a 10 of Article 22): (i) with holders of a permit for Formal adjustments to the wording.
shareholder or Shareholder Group owning interest in access to the Company’s markets, (ii) with a
5% or more of the issued and outstanding shares of shareholder or Shareholder Group owning interest
voting stock of the Company, (iii) with any institution in 5% or more of the issued and outstanding shares
that is a participant in the Brazilian or other of voting stock of the Company, (iii) with any
international securities distribution system, (iv) with institution that is a participant in the Brazilian or
other public companies; (v) with portfolio management other international securities distribution system,
firms; and (vi) with institutional investors. (iv) with other public companies; (v) with portfolio
management firms, and (vi) with institutional
investors.

Article 34. The eligibility to serve as Chief Executive Article 34. The eligibility to serve as Chief Executive Adjustment to the wording in view of
Officer shall require a candidate to meet all applicable Officer of the Company shall require a candidate to the new structure proposed for the
legal and regulatory requirements, the requirements of meet all applicable legal and regulatory Company’s Executive Management
paragraph 4 of Article 22 as well as those which are set requirements, the requirements of paragraph 4 of Board, according to this Section III.
forth under the sole paragraph of Article 20 and Article 22 as well as those which are set forth under Reference adjustment.
paragraph 1 of Article 32 of these Bylaws.. the sole paragraph of Article 20 and paragraph 3 of
Article 32 of these Bylaws.

153
Paragraph 1. The Chief Executive Officer shall nominate Paragraph 1. The Company’s Chief Executive Officer Adjustment to the wording in view of
candidate officers for appointment by the Board of shall nominate all candidate Vice-Presidents and the new structure proposed for the
Directors. If the Board of Directors fails to approve any Executive Officers for appointment by the Board of Company’s Executive Management
of the nominees, additional nominations will be made Directors. If the Board of Directors fails to approve Board, according to this Section III.
until they meet with the approval of the Board of any of the nominees, additional nominations will be
Directors. made until they meet with the approval of the
Board of Directors.

Paragraph 2. The Chief Executive Officer may suspend Paragraph 2. The Chief Executive Officer may Adjustment to the wording in view of
from office any executive officer pending a decision of suspend from office any Vice-President or Executive the new structure proposed for the
the Board of Directors on his or her removal from Officer of the Company pending a decision of the Company’s Executive Management
office. Board of Directors on his or her removal from Board, according to this Section III.
office.

Article 35. The Chief Executive Officer has the following Article 35. The Company’s Chief Executive Officer Adjustment to the wording in view of
powers, additionally to the other attributions has the following powers, additionally to the other the new structure proposed for the
established in these Bylaws: attributions established in these Bylaws: Company’s Executive Management
Board, according to this Section III.

(a) convene and chair the meetings of the Executive (a) convene and chair the meetings of the Joint Adjustment to the wording in view of
Management Board; Board of OfficersCollective Executive Management the new structure proposed for the
Board; Company’s Executive Management
Board, according to this Section III.

(b) propose to the Board of Directors the rules and (b) propose to the Nominations and Corporate Explain that the proposed composition
composition of the Executive Management Board; Governance Committee, for subsequent of the Executive Management Board, as
recommendation to the Board of Directors, the well as the attributions of its respective
composition of the Executive Management Board, members, shall be first presented to the
as well as the attributions of the Vice-Presidents Nominations and Corporate Governance
and of the Executive Officers who directly report to Committee, which, in turn, would make
them, according to the Company’s organization the recommendation to the Board of
Directors. Explain also that it shall be
154
structure; incumbent upon the Chair to propose to
said Committee the attributions of
those who directly report to it according
to the Company’s organization
structure.
Relocation of the attributions among
the management bodies.

(c) guide and coordinate the activities of the remaining (c) guide and coordinate the activities of the Vice- Adjustment to the wording in view of
Officers; Presidents and Officers who directly report to the new structure proposed for the
them, according to the Company’s organization Company’s Executive Management
structure; Board, according to this Section III.

(d) undertake the general planning of the Company
and of its subsidiaries;

(e) approve the organizational structure of the
Company, contracting and controlling the executive
staff, the technicians, auxiliaries and consultants it
believes are convenient or necessary, defining
positions, functions and compensation and setting
their duties and powers, observing the directives
imposed by the budget approved by the Board of
Directors;

(f) establish the Market Risk Technical Committee and (f) establish the Market Risk Technical Committee Rebalancing of the attributions of the
the Credit Risk Technical Committee, and regulate its and the Credit Risk Technical Committee, and Company’s management bodies.
operation, membership, roles and responsibilities, regulate its operation, membership, roles and
setting member compensation, as applicable and with responsibilities, setting member compensation, as
due regard for the standards established by the applicable and with due regard for the standards
Compensation Committee; established by the Compensation Committee;

155
(g) create other Technical Committees, Consulting or (f) create other Technical Committees, Consulting Restrict the creation of advisory bodies
Operating Committees, Technical Commissions for the or Operating Committees, Technical Commissions by the Chair only to issues relating to
Customization, Classification and Arbitration, for the Customization, Classification and the respective exclusive responsibilities.
workgroups and advisory bodies, defining their Arbitration, workgroups and advisory bodies
composition, roles and responsibilities; relating to issues for which he or she is exclusively
liable, defining their composition, roles and
responsibilities;

(h) according to the limits established by this item, (g) according to the limits established by this item, Renumbering.
determine prices, charges, compensation, commissions determine prices, charges, compensation, Adjustment to the wording in view of
and contributions and any other costs to be charged to commissions and contributions and any other costs the new structure proposed for the
holders of Access Permits and to third parties, for the to be charged to holders of Access Permits and to Company’s Executive Management
services arising from the compliance of the functional, third parties, for the services arising from the Board, according to this Section III.
operating, regulatory, supervision and classifying compliance of the functional, operating, regulatory,
services of the Company, ensuring their broad supervision and classifying services of the Adjustment to the terms of the
disclosure to interested parties. In case of change of Company, ensuring their broad disclosure to Agreement on Merger Control executed
prices (i) of the traded derivative and over-the-counter interested parties; In case of change of prices (i) of with the Cade.
products referenced to: a) registered interest rate in the traded derivative and over-the-counter
Reais; b) foreign exchange coupon rate from Reais to products referenced to: a) registered interest rate
US Dollars; c) foreign exchange rate from Reais to US in Reais; b) foreign exchange coupon rate from
Dollars; and d) IBOVESPA; (ii) for registration of bank Reais to US Dollars; c) foreign exchange rate from
raising products; and (iii) of the services relating to the Reais to US Dollars; and d) IBOVESPA; (ii) for
Financing Unit (vehicles segment and real estate registration of bank raising products; (iii) of the
segment), the Chief Executive Officer shall be liable for services relating to the Financing Unit (vehicles
the fixing thereof upon consultation with the Pricing segment and real estate segment); and; and (iv) of
and Products Committee. The Board of Directors shall any other product and/or services the Pricing and
decide on the matters involving price fixing whenever Products Committee so requires., the Chief
there is any divergence between the Chief Executive Executive Officer shall be liable for the fixing
Officer’s proposal and the Pricing and Products thereof upon consultation with the Pricing and
Committee’s proposal; Products Committee The Board of Directors shall
decide on the matters involving price fixing

156
whenever there is any divergence between the
Chief Executive Officer’s proposal and the Pricing
and Products Committee’s proposal;

(i) propose to the Board of Directors the regulatory, (i) propose to the Board of Directors the regulatory, Rebalancing of the attributions of the
operating and clearing rules that shall govern and operating and clearing rules that shall govern and Company’s management bodies.
define the operations performed with the securities define the operations performed with the
and contracts admitted for trading in the systems securities and contracts admitted for trading in the
administered by the Company or by its subsidiaries systems administered by the Company or by its
and/or listed in any of their respective trading, subsidiaries and/or listed in any of their respective
registration, clearing and settlement systems; trading, registration, clearing and settlement
systems;

(j) determine the securities, certificates and contracts (h) determine the securities, certificates, including Renumbering and inclusion of
that shall be admitted for trading, registration, clearing ownership certificates and respective certificates that are currently registered
and settlement in the environment and systems encumbrances, and contracts that shall be by the CETIP.
administered by the Company, as well as to determine admitted for trading, registration, clearing and
the suspension or cancellation of the trading, settlement in the environment and systems
registration, clearing and settlement of these securities administered by the Company, as well as to
and contracts; determine the suspension or cancellation of the
trading, registration, clearing and settlement of
these securities and contracts;

(k) supervise in real-time and inspect the transactions (i) supervise in real-time and inspect the Renumbering.
traded and/or registered in any of the trading, transactions traded and/or registered in any of the
registration, clearing and settlement systems under trading, registration, clearing and settlement
the Company’s surveillance; systems under the Company’s surveillance;

(l) take measures and adopt procedures to prevent the (j) take measures and adopt procedures to prevent Renumbering.
realization of operations that may constitute breaches the realization of operations that may constitute
of legal and regulatory rules, compliance with which is breaches of legal and regulatory rules, compliance
a duty of the Company to oversee; with which is a duty of the Company to oversee;

157
(m) in cases of gross emergencies, to declare the total (k) in cases of gross emergencies, to declare the Renumbering
or partial recess of the markets under the Company total or partial recess of the markets under the
and its subsidiaries’ surveillance, immediately Company and its subsidiaries’ surveillance,
communicating the decision to the Board of Directors immediately communicating the decision to the
and the CVM; Board of Directors and the CVM;

Moved from Article 30, letter (h). (l) decide on the granting of the Access Permits, Relocation of the powers previously
this decision being subject, within thirty (30) days, attributed to the Board of Directors to
to a request for review to the Board of Directors, the Company’s Chair, as permitted by
which must provide a definitive decision on the CVM Instruction 461/07, in line with the
subject, observing the provisions in the law in rebalancing of attributions of the
effect; management bodies.

Moved from Article 30, letter (i). (m) decide concerning the suspension and the Relocation of the powers previously
cancellation of the Access Permits, as well as to attributed to the Board of Directors to
analyze the cases where there is a change in the the Company’s Chair, as permitted by
control and recommendations of new CVM Instruction 461/07, in line with the
administrators of companies that are holders of rebalancing of attributions of the
Access Permits; management bodies.

(n) to cautiously order the suspension, for the (n) to cautiously order the suspension, for the As provided in CVM Instruction 461/07,
maximum period of 90 days, of the activities of holders maximum period of 90 days, of the activities of in view of the relocation of the power to
of Access Permits, in cases provided in the Access holders of Access Permits, in cases provided in the resolve on the access authorizations, as
Regulation or the remaining rules passed by the Board Access Regulation or the remaining rules passed by well as the suspension or cancellation
of Directors, or, also, where there is an apparent the Board of Directors, or, also, where there is an thereof, to the Company’s Chair, the
breach of the Code of Ethics, immediately apparent breach of the Code of Ethics, immediately power to cautiously order suspension is
communicating the suspension to the CVM and the communicating the suspension to the CVM and the no longer necessary.
Brazilian Central Bank; Brazilian Central Bank;=

(o) prevent the performance of the operations in (n) prevent the performance of the operations in Renumbering.
negotiation, registration, clearing and settlement negotiation, registration, clearing and settlement
systems of the Company, when there is evidence that systems of the Company, when there is evidence
158
these may constitute breaches of the legal and that these may constitute breaches of the legal and
regulatory rules with which compliance is a duty of the regulatory rules with which compliance is a duty of
Company to oversee; the Company to oversee;

(p) cancel trades and/or registration of any of the (o) cancel trades and/or registration of any of the Renumbering.
negotiation, registration, clearance or settlement of negotiation, registration, clearance or settlement
any transactions undertaken at the environment and of any transactions undertaken at the environment
systems of the Company, even if they are not yet and systems of the Company, even if they are not
liquidated, as well as suspend their liquidation, in case yet liquidated, as well as suspend their liquidation,
of infraction to the legal and regulatory rules overseen in case of infraction to the legal and regulatory
by the Company; rules overseen by the Company;

(q) determine special procedures for any operations (q) determine special procedures for any Relocation of powers to the Collective
performed and/or registered in any of the negotiation, operations performed and/or registered in any of Executive Management Board, in line
registration, clearance or settlement systems of the the negotiation, registration, clearance or with the rebalancing of attributions of
Company, as well as to establish conditions for their settlement systems of the Company, as well as to the management bodies.
liquidation; establish conditions for their liquidation;

(r) immediately inform the CVM of the occurrence of (p) immediately inform the CVM of the occurrence Renumbering.
events that affect, even if only temporarily, the of events that affect, even if only temporarily, the
operation of the markets under the Company’s operation of the markets under the Company’s
surveillance, and surveillance, and

(s) send to the CVM, within the deadline and in the (q) send to the CVM, within the deadline and in the Renumbering.
manner specified by it, the information and the reports manner specified by it, the information and the
relating to the operations performed and/or registered reports relating to the operations performed
in any of the negotiation, registration, compensation and/or registered in any of the negotiation,
and liquidation systems of the Company. registration, compensation and liquidation systems
of the Company.

Paragraph 1. The decisions taken by the Chief Paragraph 1. The decisions taken by the Chief Adjustment to the wording in view of
Executive Officer in exercising the powers that are Executive Officer in exercising the powers that are the new structure proposed for the

159
dealt with in lines (n) to (q) of the main provision of this dealt with in lines (l) to (o) of the main provision of Company’s Executive Management
Article, may be appealed, by any interested party, to this Article, may be appealed, by any interested Board, according to this Section III.
the Board of Directors. party, to the Board of Directors. Adjustment of reference.

Paragraph 2. The period for and the effects of filing an
appeal provided in paragraph 1 of this Article, as well
as the other situations where an appeal is appropriate,
shall be established by the Board of Directors.

Paragraph 3. The Market Risk Technical Committee Paragraph 3. The Market Risk Technical Committee
referred to in item (f) of this Article shall be comprised referred to in item (f) of this Article shall be Moved to the new article 37, paragraph
by Executive Officers and other Company’s employees comprised by Executive Officers and other 2.
appointed by the Chief Executive Officer and shall have Company’s employees appointed by the Chief
the attribution of making recommendations on the Executive Officer and shall have the attribution of
following matters: (i) analysis of the macroeconomic making recommendations on the following matters:
scenario and related risks to the markets in which the (i) analysis of the macroeconomic scenario and
Company participates; (ii) definition of the criteria and related risks to the markets in which the Company
parameters to calculate margin values; (iii) definition of participates; (ii) definition of the criteria and
the criteria and parameters for the valuation of assets parameters to calculate margin values; (iii)
received as collateral; (iv) fixation of the types and definition of the criteria and parameters for the
amounts of collateral used in the stock exchanges valuation of assets received as collateral; (iv)
and/or registered in any trade, registration, settlement fixation of the types and amounts of collateral used
or clearing systems under the Company and its in the stock exchanges and/or registered in any
subsidiaries’ surveillance, to be used, inclusive, for trade, registration, settlement or clearing systems
opened contracts; (v) policy for deposited margin under the Company and its subsidiaries’
surveillance; (vi) analysis of the market leverage; (vii) surveillance, to be used, inclusive, for opened
analysis and recommendation of solutions for the contracts; (v) policy for deposited margin
enhancement of the risk management systems; and surveillance; (vi) analysis of the market leverage;
(viii) preparation of any other analysis related to the (vii) analysis and recommendation of solutions for
abovementioned activities. the enhancement of the risk management systems;
and (viii) preparation of any other analysis related

160
to the abovementioned activities.

Paragraph 4. The Credit Risk Technical Committee Paragraph 4. The Credit Risk Technical Committee
mentioned in item (f) of this Article shall be comprised mentioned in item (f) of this Article shall be Moved to the new article 37, paragraph
by Executive Officers and other Company’s employees comprised by Executive Officers and other 3.
appointed by the Chief Executive Officer and shall have Company’s employees appointed by the Chief
the responsibility of making recommendations on the Executive Officer and shall have the responsibility
following: (i) define the criteria, limits and parameters of making recommendations on the following: (i)
to control the credit risk of the Access Authorization define the criteria, limits and parameters to control
holders and other participants; (ii) the risk limits the credit risk of the Access Authorization holders
ascribed to the participants of the Company’s clearings; and other participants; (ii) the risk limits ascribed to
(iii) follow up and assess, from time to time, of the the participants of the Company’s clearings; (iii)
counterparty’s risk represented by the Access follow up and assess, from time to time, of the
Authorization holders and other participants; (iv) counterparty’s risk represented by the Access
define the criteria and parameters for demanding Authorization holders and other participants; (iv)
additional guarantee from the participants, whenever define the criteria and parameters for demanding
that is the case; and (v) carry out other analysis and additional guarantee from the participants,
resolutions deemed necessary on the matters whenever that is the case; and (v) carry out other
described in the previous items. analysis and resolutions deemed necessary on the
matters described in the previous items.

Article 36. The Officer who performs the duties of Article 36. The Officer who performs the duties of The individual attributions of the Vice-
Finance Officer has the power to: (i) plan and write Finance Officer has the power to: (i) plan and write Chairs and of the Officers shall be
budgets and work plans and of investments of the budgets and work plans and of investments of the defined by the Board of Directors.
Company, annual or multiannual relating to the Company, annual or multiannual relating to the
activities of the Company; (ii) answer for the control of activities of the Company; (ii) answer for the control
the execution of budgets that are referred to in the of the execution of budgets that are referred to in
previous line; (iii) administer and invest the financial the previous line; (iii) administer and invest the
resources of the Company, and supervise the same financial resources of the Company, and supervise
activities performed by the Company’s subsidiaries, the same activities performed by the Company’s
and (iv) manage the accounts, financial and fiscal/tax subsidiaries, and (iv) manage the accounts, financial
planning sectors of the Company. and fiscal/tax planning sectors of the Company.
161
Article 37. The Investor Relations Officer has the power Article 37. The Investor Relations Officer has the The individual attributions of the Vice-
to disclose information to investors, the CVM and the power to disclose information to investors, the Chairs and of the Officers shall be
stock exchange or over-the-counter market where the CVM and the stock exchange or over-the-counter defined by the Board of Directors.
Company’s securities will be negotiated, as well as to market where the Company’s securities will be In addition, the attributions of the
maintain the registration of the Company in negotiated, as well as to maintain the registration Investor Relations Officers are in general
compliance with applicable CVM rules. of the Company in compliance with applicable CVM described in the CVM regulation.
rules.

Absent provision. Subsection I – Joint Board of Officers Provision on a Collective Executive
Management Board, in line with the
proposal of a new structure for the
Executive Management Board.

Absent provision. Article 36. The Joint Board of Officers is exclusively Define that the Collective Executive
composed of the Company’s CEO and the Vice- Management Board is composed by
Presidents. some of the members of the Executive
Management Board.

Article 38. The responsibilities of the Executive Article 37. The responsibilities of the Joint Board of Renumbering.
Management Board include the following: Officers Board include the following:
Adjustment to the wording in view of
the new structure proposed for the
Company’s Executive Management
Board, according to Section III.

Moved from article 35, letter (b). (a) propose to the Board of Directors the rules and Considering the new structure proposed
composition of the Collective Executive for the Company’s governance, include
Management Board and of the Executive the powers of the Collective Executive
Management Board; Management Board to propose to the
Board of Directors the Internal
Regulations of the Collective Executive
Management Board itself and of the

162
Executive Management Board.

Absent provision. (b) propose to the Nominations and Corporate Considering the new structure proposed
Governance Committee the attributions of the for the Company’s governance, include
Executive Officers to be recommended to the the powers of the Collective Executive
Board of Directors. Management Board to propose to the
Nominations and Corporate Governance
Committee the attributions of the
Officers.

(a) authorize the opening or closing and moving of (c) authorize the opening or closing and moving of Renumbering.
branches, agencies, deposits, offices or any other branches, agencies, deposits, offices or any other
establishment of the Company in Brazil or elsewhere; establishment of the Company in Brazil or
elsewhere;

(b) submit annually, for the consideration of the Board (d) submit annually, for the consideration of the Renumbering.
of Directors, the Management Report and the financial Board of Directors, the Management Report and
statements, accompanied by the independent the financial statements, accompanied by the
auditors’ report, as well as the proposal on allocation independent auditors’ report, as well as the
of net income for the year; proposal on allocation of net income for the year;

(c) prepare and propose to the Board of Directors the (e) prepare and propose to the Board of Directors Renumbering.
annual budget, multi-year budgets, strategic plans, the annual budget, multi-year budgets, strategic
expansion plans and investment programs; plans, expansion plans and investment programs;

(d) grant prior authorization for the Company or any (df) grant prior authorization for the Company or [NOTE to the Board of Directors: the
subsidiary to acquire or dispose of movable assets or any subsidiary to acquire or dispose of movable mapping of attributions approved by the
real property assets, to establish possessory lien or assets or real property assets, to establish Board of Directors sets forth that this
non-possessory lien or other encumbrances on these possessory lien or non-possessory lien or other power would be kept with the Executive
assets, or to take out a loan, or agree a financing encumbrances on these assets, or to take out a Management Board/ Collective
arrangement, or give security interest or personal loan, or agree a financing arrangement, or give Executive Management Board. The new
guarantees, for an amount representing liability below security interest or personal guarantees, for an proposal of the DE would be to exclude

163
the Reference Amount provided in the sole paragraph amount representing liability below the Reference this power from the list of powers of the
of Article 29; Amount provided in the sole paragraph of Article Executive Management Board/Collective
29; Executive Management Board set forth
in the Bylaws, to avoid that any of these
acts, irrespective of their value, must be
subject to a collective decision.]

(e) approve the operating rules relating to the (hg) approve, based on the Regulations approved Renumbering.
Company’s Houses and their systems providing by the Board of Directors, the operating rules Relocating the power to approve the
registration, clearing and settlement services; relating to the markets administered by the operating rules of the Board of Directors
Company and by its controlled companies, as well to the Collective Executive Management
as to the Company’s Houses and their systems Board, in line with the rebalancing of
providing registration, clearing and settlement attributions of the management bodies.
services;

(f) resolve on the recommendations of the Market Risk (ih) review, at its sole discretion, the decisions and Renumbering.
Technical Committee and the Credit Risk Technical the resolution processes of the Market Risk Adjust the wording of the proposed
Committee, with due regards for the sole paragraph of Technical Committee and the Credit Risk Technical amendment to the provisions relating to
this article; Committee; the powers of the Market Risk Technical
Committee and the Credit Risk Technical
Committee.

(g) authorize the Company to enter into and/or renew (ji) authorize the Company to enter into and/or Renumbering and adjustment to the
liquidity facility transactions, whether or not renew liquidity facility transactions, whether or not wording.
collateralized, and/or asset monetization schemes with collateralized, and/or asset monetization schemes
the aim of ensuring timely compliance with obligations with the aim of ensuring timely compliance with
of the Company related to its activities as central obligations of the Company related to its activities
counterparty clearing, regardless of the amount as central counterparty clearing, regardless of the
involved in the transaction; and amount involved in the transaction; and

Absent provision. (kj) create committees, working groups and Include, also among the powers of the
assistance bodies, defining their operation, Collective Executive Management Board
164
composition, roles, attributions and liabilities; – and no longer only of the Chair -, the
possibility of creating committees and
working groups to assist the Executive
Management Board to the extent that it
does to refer to exclusive powers of the
Chair.

Absent provision. (lk) resolve, except for the interests resulting from Rebalancing of attributions of the
the Company’s financial investment policy and Company’s management bodies.
subject to the provisions of Article 3, on the holding
of interest by the Company in other companies, as
well as in charity associations and organizations,
whenever the amounts involve are lower than the
Reference Amount and whenever they do not
represent acquisition of the control of the investee;

Absent provision. (ml) appoint managers of the controlled companies Rebalancing of attributions of the
whenever the amounts of the Company’s interest Company’s management bodies.
are lower than the Reference Amount, as well as of
the other companies and associations in which the
Company holds interest, irrespective of the amount
of the interest;

Absent provision. (nm) instruct the vote to be cast by the Company in Rebalancing of attributions of the
the Shareholders’ Meetings (i) of the controlled Company’s management bodies.
companies, in ordinary matters, whenever the
amounts of interest of the Company are lower than
the Reference Amount, and (ii) of the other
companies and associations in which the Company
holds interest for non-strategic matters,
irrespective of their amount;

165
Moved from article 29, former letter (r); (on) approving the hiring of a registrar to provide Relocation of the powers previously
securities bookkeeping services; attributed to the Board of Directors, in
line with the rebalancing of attributions
of the management bodies.

Moved from article 35, former letter (i). (po) propose to the Board of Directors the Relocation of the powers previously
regulatory rules that shall govern and define the attributed to the Company’s Chair, in
operations performed with the securities, line with the rebalancing of attributions
certificates, including ownership certificates and of the management bodies.
respective encumbrances, and contracts admitted
for trading in the systems administered by the
Company or by its subsidiaries and/or listed in any
of their respective trading, registration, clearing
and settlement systems;

Moved from article 35, former letter (q). (qp) determine special procedures for any Renumbering.
operations performed and/or registered in any of Relocation of the powers previously
the negotiation, registration, clearance or attributed to the Company’s Chair, in
settlement systems of the Company, as well as to line with the rebalancing of attributions
establish conditions for their liquidation; of the management bodies.

(h) on request of the Chief Executive Officer, decide on (rq) decide on any matters not included within the Renumbering and rebalancing of
any matters not included within the scope of exclusive scope of exclusive authority of the Shareholders’ attributions of the Company’s
authority of the Shareholders’ Meeting or the Board of Meeting or the Board of Directors, with due regard management bodies.
Directors. for the individual attributions of each member of
the Executive Management Board; and

Absent provision. (sr) decide on any other matter attributed to it by Expressly provide that the Board of
the Board of Directors. Directors may attribute to the Collective
Executive Management Board other
attributions in addition to those set

166
forth in Article 37.

Sole Paragraph. The Executive Management Board Sole Paragraph. The Executive Management Board Exclusion of the provision, in view of the
shall delegate the duties provided for in item (f) of this shall delegate the duties provided for in item (f) suggested adjustments to the
article to the Market Risk Technical Committee and the of this article to the Market Risk Technical paragraphs that provide on the powers
Credit Risk Technical Committee, as the case may be. Committee and the Credit Risk Technical of the Market Risk and Credit Risk
Committee, as the case may be. Technical Committees.

Moved from former article 35, paragraph 3. Paragraph 1. The Market Risk Technical Relocation of the provision relating to
Committee referred to in item (i) of this Article the attributions of the Market Risk
shall be comprised by Executive Officers and other Technical Committee, considering that
Company’s employees appointed by the Joint the Collective Executive Management
Board of OfficersCollective Executive Management Board shall have the power to review
Board and shall have the attribution of resolving the decisions.
on the following matters: (i) analysis of the Adjustments to the wording to allow the
macroeconomic scenario and related risks to the Committee to resolve on the matters
markets in which the Company participates; (ii) described in this paragraph.
definition of the criteria and parameters to
calculate margin values; (iii) definition of the
criteria and parameters for the valuation of assets
received as collateral; (iv) fixation of the types and
amounts of collateral used in the stock exchanges
and/or registered in any trade, registration,
settlement or clearing systems under the Company
and its subsidiaries’ surveillance, to be used,
inclusive, for opened contracts; (v) policy for
deposited margin surveillance; (vi) analysis of the
market leverage; (vii) analysis and
recommendation of solutions for the
enhancement of the risk management systems;
and (viii) preparation of any other analysis related
to the abovementioned activities.
167
Moved from former article 35, paragraph 4. Paragraph 2. The Credit Risk Technical Committee Relocation of the provision relating to
mentioned in item (i) of this Article shall be the attributions of the Credit Risk
comprised by Executive Officers and other Technical Committee, considering that
Company’s employees appointed by the Joint the Collective Executive Management
Board of Officers Collective Executive Board shall have the power to review
Management Board and shall have the the decisions.
responsibility of resolving on the following: (i) Adjustments to the wording to allow the
define the criteria, limits and parameters to Committee to resolve on the matters
control the credit risk of the Access Authorization described in this paragraph.
holders and other participants; (ii) the risk limits
ascribed to the participants of the Company’s
clearings; (iii) follow up and assess, from time to
time, of the counterparty’s risk represented by the
Access Authorization holders and other
participants; (iv) define the criteria and parameters
for demanding additional guarantee from the
participants, whenever that is the case; and (v)
carry out other analysis and resolutions deemed
necessary on the matters described in the previous
items.

Article 38. The Collegiate Joint Board shall validly Include a rule on the quorums to open
meet with the presence of a majority of its and pass resolutions at the meetings of
members and, subject to the provisions of article 39 the Collegiate Board.
Absent Provision
below, shall pass resolutions by the vote of a
majority of those present; the Chairman shall be
entitled to a casting vote.

Sole Paragraph. The General Counsel of the Expressly provide that the General
Absent Provision Company or his alternate shall participate, without Counsel will participate in the meetings
voting rights, in the meetings of the Collegiate Joint of the Collegiate Board.

168
Board and be absent therefrom when requested.

Article 39. The decisions listed below shall be made Define the technical issues that can only
at meetings of the Collegiate Joint Board at which be resolved at a meeting of the
Moved from the former article 41. the Vice Presidents who are directly or indirectly in Collegiate Board if the Vice President of
charge of the respective duties, as may be defined the respective technical area is present.
by the Board of Directors, are present:

(a) declaration of default of a participant linked to Same as the justification presented for
any of the Transaction Registration, Clearance and the main provision.
Moved from the former article 41. Settlement Chambers and definition of the
applicable measures, in accordance with the
applicable regulations;

(b) definition of the operating, credit and risk limits Same as the justification presented for
to direct or indirect participants of the Transaction the main provision.
Moved from the former article 41. Registration, Clearance and Settlement Chambers,
whether acting individually or in a group, subject to
the specific procedures of each one of them;

(c) definition of common procedures for the Same as the justification presented for
Transaction Registration, Clearance and Settlement the main provision.
Moved from the former article 41. Chambers, as well as of procedures for integration
of the latter with trading and integration
environments of risk and guarantee systems; and

(d) definition to the holders of Access Same as the justification presented for
Authorizations or their clients of the partial or total the main provision.
Moved from the former article 41.
settlement of outstanding positions in one or more
markets.

169
Sole paragraph. The decisions mentioned in this In line with Article 37, Paragraph 1,
article may be delegated to a committee allow the Collegiate Board to delegate
established by the Joint Board for the exercise of the powers set forth in this Article.
Absent Provision
such duties, subject to the participation of the Vice
Presidents and/or Executive Officers of the areas in
charge.
Subsection I - Replacements and Vacancies Subsection II – Replacements and Vacancies in the Renumbering.
in the Executive Management Board Executive Management Board
Article 39. The Chief Executive Officer shall be Article 40. The Chief Executive Officer shall be Renumbering.
substituted: (i) in the event of absence or inability for a substituted: (i) in the event of absence or inability
maximum 30-day period, by another Officer appointed for a maximum 30-day period, by another a Vice
by him; (ii) when on leave for over 30 days and less President or Executive Officer appointed by him; (ii) Adjustment to the wording in view of
than 120 days, by the Officer appointed by the Board of when on leave for over 30 days and less than 120 the new proposed structure ofr the
Directors at a meeting called specifically for this days, by the a Vice President or Executive Officer Executive Management Board of the
purpose; and (iii) when on leave for 120 days or more, appointed by the Board of Directors at a meeting Company under this Section III.
or when vacancies fall open, the Board of Directors called specifically for this purpose; and (iii) when on
shall be convened to elect the new Chief Executive leave for 120 days or more, or when vacancies fall
Officer pursuant to the proceedings established in open, the Board of Directors shall be convened to
these Bylaws. elect the new Chief Executive Officer pursuant to
the proceedings established in these Bylaws.

Article 40. The other Officers shall be substituted: (i) Article 41. The Vice Presidents shall be substituted: Renumbering.
for absence or inability or leave of absence for a period (i) for absence or inability or leave of absence for a
not exceeding 120 days, by an Officer appointed by the period not exceeding 120 days, by another Vice
Chief Executive Officer; and (ii) when the absence if for President or Executive Officer appointed by the Adjustments to the wording in view of
a period of 120 days or more, or there is a vacancy, the PresidentCEO; and (ii) when the absence if for a the new proposed structure of the
Board of Directors shall be convened to elect the new period of 120 days or more, or there is a vacancy, Executive Management Board of the
Officer, under the procedures established in paragraph the Board of Directors shall be convened to elect Company under this Section III.
1 of Article 34. the new Vice President, under the procedures
established in paragraph 1 of Article 34.

170
Article 42. The Officers shall be substituted: (i) for Inclusion of wording in view of the new
absence or inability or leave of absence for a period proposed structure of the Executive
not exceeding 120 days, by another Vice President Management Board of the Company
or Officer appointed by the President; and (ii) when under this Section III.
Absent provision
the absence is for a period of 120 days or more, or
there is a vacancy, the Board of Directors shall be
convened to elect the new Officer, under the
procedures established in paragraph 1 of Article 34.
Subsection II – Meetings of the Executive Management Subsection II – Meetings of the Executive
Board Management Board
Article 41. Except as provided in Article 42 below, the Article 41. Except as provided in Article 42 below, The rules of the Collegiate Board, which
meetings of the Executive Management Board shall be the meetings of the Executive Management Board is part of the Executive Management
deemed valid with the presence of at least half plus shall be deemed valid with the presence of at least Board, have already been established in
one of the elected Officers and resolutions shall require half plus one of the elected Officers and resolutions Article 38.
a majority vote of those present. The Chief Executive shall require a majority vote of those present. The
Officer shall cast the deciding vote in case of tie. Chief Executive Officer shall cast the deciding vote
in case of tie.

Article 42. Without prejudice to the specific attributes Article 42. Without prejudice to the specific Moved to the new article 39.
of the Chief Executive Officer and the other Officers, attributes of the Chief Executive Officer and the
the Officers responsible for the respective areas must other Officers, the Officers responsible for the
be present for decisions: respective areas must be present for decisions:

(a) Declaration of breach by a participant of any of the (a) Declaration of breach by a participant of any of Moved to the new article 39.
Clearing Houses, specifying the relevant measures the Clearing Houses, specifying the relevant
taken in accordance with applicable regulations; measures taken in accordance with applicable
regulations;

(b) Establishment of operating, credit and risk limits for (b) Establishment of operating, credit and risk limits Moved to the new article 39.
Clearing Houses direct or indirect participants, acting for Clearing Houses direct or indirect
individually or as a group, each subject to the specific participants, acting individually or as a group,
171
procedures; each subject to the specific procedures;

(c) Definition of the clearing houses ordinary (c) Definition of the clearing houses ordinary Moved to the new article 39.
procedures, as well as the procedure for the procedures, as well as the procedure for the
implementation of trade systems and guarantee and implementation of trade systems and
risk systems by them; and guarantee and risk systems by them; and

(d) Remittance of orders regarding the partial or full (d) Remittance of orders regarding the partial or full
settlement of opened positions in one or more markets settlement of opened positions in one or more
held by holders of Access Permits or their clients. markets held by holders of Access Permits or
their clients.
Subsection III - Company Representation
Article 43. Except as otherwise provided in the
paragraphs of this Article, the Company shall be
represented and shall only be deemed bound by an act
or signature:

Absent Provision (a) of the CEO jointly with a Vice President or Adjustments to the wording in view of
Executive Officer; the new proposed structure of the
Executive Management Board of the
Company under this Section III.

(a) of two Officers; (b) of two Vice Presidents; Renumbering.

Adjustments to the wording in view of
the new proposed structure of the
Executive Management Board of the
Company under this Section III.

(b) of any Officer jointly with an attorney-in-fact with (c) of the President CEO or any Vice President or Renumbering.
Executive Officer jointly with an attorney-in-fact
172
specific powers; or with specific powers; or
Adjustments to the wording in view of
the new proposed structure of the
Executive Management Board of the
Company under this Section III.

(c) two attorneys-in-fact with specific powers. (d) of two attorneys-in-fact with specific powers. Renumbering.

Paragraph 1. No acts for which these Bylaws require
prior authorization from the Board of Directors shall be
valid without this approval.

Paragraph 2. The Company may be represented by a Paragraph 2. The Company may be individually Adjustments to the wording in view of
single Officer or attorney-in-fact holding specific represented by the PresidentCEO, a Vice President the new proposed structure of the
powers to: or an attorney-in-fact holding specific powers to: Executive Management Board of the
Company under this Section III.

(a) represent the Company in routine activities
performed outside the Company’s principal place of
business;

(b) represent the Company at Shareholders’ Meetings
and meetings of the partners at companies in which
the Company holds an interest;

(c) represent the Company in court, except for acts
that entail waiving rights; or

(d) represent the Company in simple administrative
routines, including those related to public agencies,
mixed-capital companies, boards of trade, labor courts,
the National Social Security Institute (Instituto

173
Nacional do Seguro Social), or INSS, the Employee’s
Time in Service Guarantee Fund (Fundo de Garantia do
Tempo de Serviço), or FGTS, and banks receiving such
payments and other activities of a similar nature.

Paragraph 3. The Board of Directors may authorize Paragraph 3. The Board of Directors may authorize Deletion of the item, given that the
specific acts that shall be binding on the Company specific acts that shall be binding on the Company cases of individual representation are
subject to signature of only one Officer or attorney-in- subject to signature of only one Officer or attorney- already expressly mentioned in article
fact, or furthermore establish authority and jurisdiction in-fact, or furthermore establish authority and 45 (new numbering), paragraph 2.
for a single representative to perform such acts. jurisdiction for a single representative to perform
such acts.

Article 44. Powers of attorney shall always be granted Article 44. Powers of attorney shall always be Exclude the requirement that the
or revoked by two Officers, including the Chief granted or revoked by 2 members of the Joint President signs all powers of attorney
Executive Officer, establishing the powers of the Board, establishing the powers of the attorney-in- issued by the Company, thereby
attorney-in-fact and, except powers of attorney issued fact and, except powers of attorney issued for streamlining its internal processes.
for judicial purposes, these powers shall always be judicial purposes, these powers shall always be
granted for a limited period. granted for a limited period.
Section III - Ancillary Administrative Bodies Section IV - Ancillary Administrative Bodies
Article 45. The Company shall have the following Article 45. The Company shall have the following
mandatory standing committees to advise the Board of mandatory standing committees to advise the
Directors: Board of Directors:

(a) Audit Committee;

(b) Nominations and Corporate Governance
Committee;

(c) Intermediation Industry Committee;

(d) Pricing and Products Committee;

174
(e) Compensation Committee; and (e) Compensation Committee;

(f) Finance and Risk Committee. (f) Finance and Risk Committee; and

Absent Provision. (g) Chamber Services Management Committees.

Paragraph 1. The Committees shall likewise perform
their functions with regard to companies in which the
Company has an interest.

Paragraph 2. The Board of Directors may establish
additional committees charged with advising
Management on specific matters of limited scope, for a
limited time period. In this event, the Board will also
appoint the committee members.

Paragraph 3. The Board of Directors shall also regulate
the operation and establish the compensation of the
committee members.
Subsection I - Audit Committee

Article 46. The Audit Committee is established as a Article 46. The Audit Committee is established as a
standing board advisory committee whose standing board advisory committee whose
membership shall be composed of up to six membership shall be composed of up to six
independent members. No more than two audit independent members. No more than two audit
committee members shall be Independent Directors; committee members shall be Independent
the other members shall be external independent Directors; the other members shall be external
members (“External Members”) and fulfill the independent members (“External Members”) and
requirements set forth in paragraph 3 of this Article 46. fulfill the requirements set forth in paragraph 3 of
At least one audit committee member shall be required this Article 46. At least one audit committee
to have recognized experience in corporate accounting. member shall be required to have recognized

175
experience in corporate accounting.

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

Paragraph 2. Where two (2) Independent Directors are
appointed to serve as Audit Committee members, one
shall serve for a one-year term only, reelection not
being permitted.

Paragraph 3. The External Members of the Audit
Committee shall meet the following requirements:

(a) being knowledgeable or well experienced in
auditing, compliance and controls, accounting and
taxation and other related matters;

(b) holding no position in the Board of Directors or
Executive Management Board of the Company or its
subsidiaries;

(c) holding no interest in Company shares, including no
interest held by a spouse or domestic partner;

(d) holding no controlling or minority interest in, and
not acting as, management member or employee of, a

176
shareholder of the Company or its subsidiaries;

(e) in the 12-month period preceding their
appointment, not having had ties with: (i) the
Company, its subsidiaries or, as the case may be, its
direct or indirect controlling shareholders or
companies under common (direct or indirect) control;
(ii) any of the directors and officers of the Company
and its subsidiaries or, as the case may be, their direct
or indirect controlling shareholders; (iii) holders of
permits for access to markets the Company operates;
and (iv) a shareholder or Shareholder Group holding an
interest in 10% or more of the issued and outstanding
shares of voting stock of the Company; and

(f) not holding at the time, and in the 5 year period
preceding their appointment not having held, a
position as: (i) officer or employee of the Company, its
subsidiaries and affiliates or, as the case may be, its
direct or indirect controlling shareholders or
companies under common (direct or indirect) control;
or (ii) member and lead auditor of the audit team in
charge of auditing the financial information of the
Company;

(g) not being a spouse, or lineal or collateral blood
relative to the third degree, or relative by affinity to
the second degree, of any of the persons alluded to in
item (f) above; and

(h) fulfill the requirements set forth in paragraphs 4
and 5 of Article 22 of these Bylaws and those of article

177
147 of Brazilian Corporate Law*.

Paragraph 4. While in office, committee members may
be replaced in the following circumstances:

(a) death or resignation;

(b) unjustified absence at 3 consecutive or 6
nonconsecutive meetings over a one-year period; or

(c) pursuant to a well-founded decision of the Board of
Directors passed with the affirmative vote of at least
five (5) Directors, a majority of whom must fulfill the
requirements in paragraph 6 of Article 22.

Paragraph 5. If a committee seat should become
vacant, the Board of Directors shall elect a person to
conclude the term of the outgoing member, as
recommended by the Nominations and Corporate
Governance Committee.

Paragraph 6. After stepping down, regardless of length
of time previously served, a former committee member
may only be reappointed to a committee seat after at
least three (3) years shall have expired from the end of
the relevant term.

Article 47. Without prejudice to the provisions of
Paragraphs 1 and 2 of this article, the Audit Committee
shall report to the Board of Directors. The
responsibilities of the Audit Committee include, among
other things:

178
(a) making recommendations to the Board of Directors
regarding the retention or replacement of the
independent auditors of the Company, and advising
the Board on retaining the independent auditing firm
to perform non-audit services;

(b) supervising the activities of the independent
auditors to evaluate (i) their objectiveness
(independence standard); (ii) the quality of their
services; and (iii) their suitability vis-à-vis the
Company’s requirements;

(c) supervising the work of the internal auditors of the
Company and its subsidiaries, monitoring the
effectiveness and adequacy of the internal audit
structure, and the quality and integrity of the internal
and independent auditing processes, performing a
yearly assessment of the performance of the chief
internal auditor, and making improvement
recommendations to the Board of Directors, as may be
necessary;

(d) supervising the financial reporting activities of the
Company and the subsidiaries;

(e) supervising the internal controls activities of the
Company and the subsidiaries;

(f) monitoring the quality and integrity of the quarterly
financial information, and of the annual and interim
financial statements prepared by the Company and its
subsidiaries, making recommendations as may be
179
necessary;

(g) monitoring the quality and integrity of the internal
control mechanisms of the Company and the
subsidiaries, making recommendations to improve
policies, practices and processes, as may be necessary;

(h) evaluating the effectiveness and adequacy of risk
control and risk management systems, including as
related to legal, tax and labor risks;

(i) advising the Board of Directors, prior to release,
about the annual internal audit report that assesses
the internal controls structure and enterprise risk
management system of the Company;

(j) on request of the Board of Directors, making
recommendations on management proposals to be put
forward to the Shareholders’ Meeting regarding
changes to the capital stock (share issues), issuance of
debentures or warrants, the capital expenditure
budgets, dividend distributions, transformation of
corporate type, or merger, consolidation or spin-off
transactions; and

(k) monitoring the quality and integrity of data and
measurements released on the basis of adjusted
financial or other information, which add information
unanticipated in the customary financial reporting
structure;

(l) monitoring and assessing risk exposures incurred by
the Company, for this purpose being permitted to
180
request detailed information on policies and processes
related to (i) management compensation; (ii) use of
Company assets; and (iii) expenses incurred by the
Company;

(m) working in cooperation with management and the
internal auditors to monitor and assess the internal
audit department of the Company, and the adequacy
of transactions with related parties carried out by the
Company and the related documentation;

(n) advising the Board of Directors on matters the
directors may refer to the committee and any other
matter the latter may consider of importance.

Paragraph 1. The Audit Committee shall prepare an
annual report in summary form which will be released
in conjunction with the annual financial statements,
which report shall contain at least the following
information: (i) the activities performed in the period,
its findings and recommendations; (ii) an evaluation of
the effectiveness of the internal controls and risk
management systems adopted by the Company; (iii) a
description of recommendations made to management
and evidence of implementation; (iv) an evaluation of
the effectiveness of both internal and independent
audit work; (v) an evaluation of the quality of the
financial reports and the internal audit report regarding
internal controls and risk management processes
prepared for the period; and (vi) any instance denoting
significant disagreement between the committee and
management or the independent auditors relative to
181
the financial statements of the Company.

Paragraph 2. The Coordinator of the Audit Committee
or, in his absence or inability, another committee
member designated by him, shall meet with the Board
of Directors at least on a quarterly basis to report on
the committee activities. Where necessary or
convenient, the Coordinator or, as the case may be, his
designated substitute, shall invite other committee
members to join him at the meeting with the Board.

Paragraph 3. The Audit Committee shall be assured
proper channels to receive claims of improper practices
within the scope of the activities it oversees, including
confidential, internal or external claims.

Article 48. The Audit Committee shall approve, by a
majority of votes, the proposed Regulation to govern
its own operation, which it shall forwarded for approval
by the Board of Directors.

Sole paragraph. In performing its functions, the Audit
Committee shall be granted access to any information
it may require. The Audit Committee shall be
functionally autonomous and operate on funds
appropriated in the budget, as approved by the Board
of Directors, so it may carry out or order, or retain
external, independent consultants or specialists to
perform, special evaluations, assessments or
investigations within the realm of the Committee’s
responsibilities.
Subsection II – Nominations and Corporate Governance
182
Committee

Article 49. The Board of Directors shall establish a Article 49. The Board of Directors shall establish a Adjustment to the wording, given that
standing Nominations and Corporate Governance Nominations and Corporate Governance the committees established in the
Committee, which shall comprise three members, at Committee, which shall comprise three or four Bylaws are already standing
least two of them being independent members. members, at least two of them being independent committees.
members.

Provide for the possibility that the
Nominations and Corporate Governance
Committee may also comprise 4
members of the Board of Directors in
case the latter finds appropriate.
Sole paragraph. With the main purpose of preserving
the credibility and legitimacy of Company and its
subsidiaries, the Nominations and Corporate
Governance Committee shall:
(a) Identify, recruit and nominate potential board
members for election by the Shareholders’ Meeting,
due regard being given to applicable legal
requirements and requirements of these Bylaws;
(b) Identify, recruit and nominate potential Board
Advisory Committee members for appointment by the
Board of Directors persons, due regard being given to
applicable legal requirements and requirements of
these Bylaws;
(c) identify, recruit and nominate potential
replacements to fill in vacant Corporate Governance
Committee seats, whose term of office shall extend
through to the date of the subsequent Shareholders’
Meeting;

183
(d) Make recommendations to the Board of Directors
about the membership and operations of the Board. In
making recommendations as to candidate directors
that hold positions in other entities, per indent “e” of
paragraph 4 of Article 22 above, to pay careful
attention to the time availability factor;
(e) Make recommendations to the Board of Directors
about advisory committee or work groups
(commission) membership, in addition to conducting
periodic reviews of the competencies and
qualifications required from Board members, including
as to diversity of expertise and leadership style;
(f) Support the Board Chair in organizing a formal (f) Support the Board Chairman in organizing a Adjustment to the wording.
process of self-evaluation by each director and the formal process of self-evaluation by each director
Chair as individual members, and the Board as a and the Chairman as individual members, and the
collective body, which process is to take place at least Board as a collective body, which process is to take
once every year having regard to the provisions of the place at least once every year having regard to the
Internal Rules of the Board of Directors; provisions of the Internal Rules of the Board of
Directors;
(g) Support the Board of Directors in the process of Adjustments to the wording in view of
(g) Support the Board of Directors in the process of
recruiting and nominating the Chief Executive Officer, the new proposed structure of the
recruiting and nominating the Chief Executive
in addition to supporting the latter in recruiting and Executive Management Board of the
Officer, in addition to supporting the latter in
nominating the other Executive Officers; Company under Section III.
recruiting and nominating the other Vice
Presidents and Executive Officers;
Absent Provision. Include, among the duties of the
(h) Make recommendations to the Board of
Nominations and Corporate Governance
Directors, upon a proposal from the CEO of the
Committee, to make recommendations
Company, of the duties of the Vice Presidents and
to the Board of Directors with respect to
Executive Officers that report directly to the CEO,
the duties of the Vice Presidents and
according to the organizational structure of the
Officers that report directly to the
Company;
President.
184
Absent Provision. Include, among the duties of the
(i) Make recommendations to the Corporate
Nominations and Corporate Governance
Governance, upon a proposal from the Joint
Committee, to make recommendations
Board, of the duties of the Executive Officers that
to the Board of Directors with respect to
report directly to the Vice Presidents;
the duties of the Officers that do not
report directly to the President.
(h) Promote and monitor adoption of best (j) Promote and monitor adoption of best Renumbering.
recommended corporate governance practices, as well recommended corporate governance practices, as
as monitoring effectiveness of corporate governance well as monitoring effectiveness of corporate
processes, suggesting changes, updates and governance processes, suggesting changes,
improvements, as necessary; updates and improvements, as necessary;
(i) Prepare or update, for approval by the Board of (k) Prepare or update, for approval by the Board of Renumbering.
Directors, the Corporate Governance Guidelines and Directors, the Corporate Governance Guidelines
the governance documents of the Company and the governance documents of the Company
(Regulations, Codes and Policies); (Regulations, Codes and Policies);
(j) Prepare, for approval by the Board of Directors, the (l) Prepare, for approval by the Board of Directors, Renumbering.
Code of Conduct of the Company, which shall apply to the Code of Conduct of the Company, which shall
directors, executive officers, employees and other apply to directors, executive officers, employees
collaborators and providers of the Company and its and other collaborators and providers of the
subsidiaries. The Code of Conduct shall be prepared Company and its subsidiaries. The Code of Conduct
based on the following principles and Company values: shall be prepared based on the following principles
ethical conduct, equality of rights, respect for diversity and Company values: ethical conduct, equality of
and accountability; rights, respect for diversity and accountability;
(k) Promote and monitor practices aimed at preserving (m) Promote and monitor practices aimed at Renumbering.
ethical and democratic values, while ensuring
preserving ethical and democratic values, while
transparency, visibility and access to markets managed ensuring transparency, visibility and access to
by the Company and its subsidiaries; markets managed by the Company and its
subsidiaries;

185
(l) Promote and monitor practices for dissemination (n) Promote and monitor practices for Renumbering.
amongst all Company constituencies of the Company dissemination amongst all Company constituencies
values and principles of protection of human rights, of the Company values and principles of protection
respect for diversity of gender, race and faith, while of human rights, respect for diversity of gender,
promoting citizenship and social inclusion rights; race and faith, while promoting citizenship and
social inclusion rights;
(m) Evaluate and make strategy recommendations that (o) Evaluate and make strategy recommendations Renumbering and adjustment to the
add or maintain value to the institutional image of the that add or maintain value to the institutional wording.
Company; and image of the Company;
Absent provision Reassignment of the duties previously
(p) Use efforts to cause the Company to
assigned to the Compensation
adequately prepare with sufficient advance to the
Committee over to the Nominations and
succession of its executives, particularly of its key
Corporate Governance Committee,
executives, especially the CEO and the Vice
which is the committee that advises the
Presidents; and
Board of Directors with the selection of
potential candidates to the chief
executive positions.
(n) Monitor business from the perspectives of (q) Monitor business from the perspectives of Renumbering.
sustainability and social responsibility, whereas sustainability and social responsibility, whereas
supporting the Board in perfecting the Company vision supporting the Board in perfecting the Company
in this regard. vision in this regard.

Subsection III – Intermediation Industry Committee

Article 50. The Board of Directors shall establish a Article 50. The Board of Directors shall establish a
Committee of the Intermediation Sector, which shall be Committee of the Intermediation Sector, which
comprised by at least 9 members, from which at least 1 shall be comprised by at least 9 members, from
and at most 2 shall be members of the Board of which at least 1 and at most 2 shall be members of
Directors, whether independent or not, among which the Board of Directors, whether independent or
one shall exercise the duty of Coordinator of the not, among which one shall exercise the duty of
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Committee, and up to 7 external members shall be Coordinator of the Committee, and up to 7 external
designated among persons with outstanding members shall be designated among persons with
performance in the intermediation sector or with high outstanding performance in the intermediation
capacity and wide professional experience in matters sector or with high capacity and wide professional
related to such sector. experience in matters related to such sector.

Paragraph One. From the external members, the
following shall be elected to compose the Committee
of the Intermediation Sector: in addition to one
independent member, persons representing at least
intermediary institutions (a) of small, medium and large
size, (b) connected to Brazilian and foreign economic
groups, (c) focused on agribusiness, and (d) focused on
institutional investors.

Paragraph Two. The Committee of the Intermediation
Sector shall be responsible for:

(a) studying the matters under its authority and
preparing proposals to the Company’s Board of
Directors, making available the material necessary for
examination by the Board;

(b) preparing the internal regulations to discipline the
operating rules for its operations and submit it, as well
as the respective amendments thereto, for approval by
the Board of Directors;

(c) discussing and assessing the problems affecting the (c) discussing and assessing the problems affecting Adjustments in line with a proposed
intermediary institutions participating in the markets the intermediary institutions participating in the new corporate name of the Company.
managed by BM&FBOVESPA; and markets managed by BM&FBOVESPAB3; and

187
(d) proposing to the Board of Directors suggestions of
actions for the purpose of contributing for the
strengthening of such intermediary institutions.

Subsection IV – Pricing and Products Committee

Article 51. The Board of Directors shall create a Pricing Article 51. The Board of Directors shall create a
and Products Committee to be comprised of at least 6 Pricing and Products Committee to be comprised of
and at most 9 members, 2 of which shall be at least 6 and at most 9 members, 2 of which shall
Independent Directors, and one shall exercise the be Independent Directors, and one shall exercise
position of Coordinator of the Committee and up to 7 the position of Coordinator of the Committee and
external members shall be designated among persons up to 7 external members shall be designated
(a) with notorious knowledge in treasury products, among persons (a) with notorious knowledge in
credit transactions and funds management and (b) treasury products, credit transactions and funds
representing Brazilian and international financial management and (b) representing Brazilian or
institutions. international financial institutions.

Sole paragraph. The Products and Pricing Committee Paragraph One. The Products and Pricing Renumbering.
shall be responsible for: Committee shall be responsible for:

(a) following up the plans for investments and
development of stock exchange, over-the-counter and
credit transactions support products in order to
guarantee the compliance of the Business Guideline;

(b) following up the development of the vehicle
financing market, notably regarding the development
of the market share;

(c) following up the measuring and implementation of
the expense synergy transfer policy for over-the-
counter products;
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(d) assessing the price structure of Adjustments in line with a proposed
(d) assessing the price structure of BM&FBOVESPA
BM&FBOVESPAB3 comparing them to the prices new corporate name of the Company.
comparing them to the prices practiced by the main
practiced by the main international stock
international stock exchanges;
exchanges;

(e) making pronunciations before the Board of (e) making pronunciations before the Board of Adjustment to the wording in view of
Directors and the Executive Management Board Directors and the Collegiate Joint Board regarding the new proposed structure of the
regarding items “a” to “d” above and before the Board items “a” to “d” above and before the Board of Executive Management Board of the
of Directors regarding the proposal submitted by the Directors regarding the proposal submitted by the Company under Section III.
President of the Company to change the price of the President CEO of the Company to change the price
products and services listed in Article 35, clause (h), of the products and services listed in Article 35,
items (i), (ii), (iii); and clause (g), items (i), (ii), (iii) and (iv); Reference adjustment.

(f) proposing, at its discretion, to the CEO to For compliance with the terms of the
consider changing the pricing and price structure Concentration Control Agreement
of: (i) traded derivative and over-the-counter entered into with the Brazilian Antitrust
products referenced to: (i.a) registered interest rate Authority (CADE).
in Reais; (i.b) foreign exchange coupon rate from
Reais to US Dollars; (i.c) foreign exchange rate from
Reais to US Dollars; and (i.d) IBOVESPA; (ii)
registration of bank capital raising products; (iii)
services relating to the financing unit (vehicles
segment and real estate segment), and (iv) any
other product and/or service so demanded by the
Committee;

(g) requesting the CEO to provide studies, opinions, For compliance with the terms of the
technical analyses and information for the purpose Concentration Control Agreement
of changing prices affecting (i) traded derivative and entered into with the Brazilian Antitrust
over-the-counter products referenced to: (i.a) Authority (CADE).
registered interest rate in Reais; (i.b) foreign
exchange coupon rate from Reais to US Dollars; (i.c)
189
foreign exchange rate from Reais to US Dollars; and
(i.d) IBOVESPA; (ii) registration of bank capital
raising products; (iii) services relating to the
financing unit (vehicles segment and real estate
segment), and (iv) any other product and/or service
so demanded by the Committee; and

(f) assess any proposal to change the Products and (h) assess any proposal to change the Products and Renumbering.
Pricing Committee, notably those relating to the Pricing Committee, notably those relating to the
composition, governance, duties and authorities and composition, governance, duties and authorities
making pronunciations before the Board of Directors and making pronunciations before the Board of
regarding the proposed changes as well as any other Directors regarding the proposed changes as well as
duties established by the Board of Directors in its any other duties established by the Board of
Internal Regulations. Directors in its Internal Regulations.

Subsection V – Compensation Committee

Article 52. The Board of Directors shall establish a Article 52. The Board of Directors shall establish a Adjustment to the wording, given that
standing Compensation Committee which shall be Compensation Committee which shall be composed the committees established in the
composed of three members of the Board of Directors, of three members of the Board of Directors, two of Bylaws are already standing
two of whom shall be Independent Directors. whom shall be Independent Directors. committees.

Paragraph 1. The Compensation Committee shall be
responsible for:

(a) recommending to the Board of Directors, and
revising annually, the standards and guidelines that
shape the policy, and the policy concerning
compensation of the Company’s managers and of the
Committee members and members of other board
advisory groups

190
(b) annually proposing to the Board of Directors the
compensation of directors and officers of the
Company, for submission to the Shareholders’
Meeting;

(c) reviewing and submitting to the Board of Directors (c) reviewing and submitting to the Board of
the goals and targets related to the Chief Executive Directors the goals and targets related to the
Officer compensation plan, as well as evaluating his or Chief Executive Officer compensation plan, as
her performance; well as proposing to the Board of Director the
evaluating results of his or her performance;

(d) reviewing and submitting to the Board the Chief (d) reviewing and submitting to the Board the Adjustments to the wording in view of
Executive Officer proposal on the goals and targets Chief Executive Officer proposal on the goals and the new proposed structure of the
concerning the senior executive compensation plans, targets concerning the senior executive Executive Management Board of the
and assessing the evaluation process implemented by compensation plans, and assessing the evaluation Company under Section III.
the Chief Executive Officer with respect to his or her process implemented by the Chief Executive
subordinates, monitoring implementation of Officer with respect to his or her subordinates,
conclusions and resulting actions; monitoring implementation of conclusions and Adjustment to the wording.
resulting actions; and

(e) take action as may be necessary for the Company (e) take action as may be necessary for the Moved to the Nominations and
to timely plan and adequately prepare for the Company to timely plan and adequately prepare Corporate Governance Committee.
succession of its executives, in particular for the Chief for the succession of its executives, in particular
Executive Officer and the principal senior executives; for the Chief Executive Officer and the principal
and senior executives; and

(f) take action to ensure the Company adopts a (e) take action to ensure the Company adopts a Renumbering.
competencies and leadership model which is in line competencies and leadership model which is in
with its strategic plan, including with regard to talent line with its strategic plan, including with regard to
attraction, retention and motivation. talent attraction, retention and motivation.

Paragraph 2. The Chief Executive Officer will be invited Paragraph 2. The Chief Executive Officer of the Adjustments to the wording in view of
191
to participate in Compensation Committee meetings as Company will be invited to participate in the new proposed structure of the
often as may be necessary. Compensation Committee meetings as often as Executive Management Board of the
may be necessary. Company under Section III.

Subsection VI – Finance and Risk Committee Renumbering.

Article 53. The Board of Directors shall establish a Article 53. The Board of Directors shall establish a Adjustment to the wording, given that
standing Finance and Risk Committee composed of at Finance and Risk Committee composed of at least the committees established in the
least four (4) members, from which at least 2 of them four (4) members of the Board of Directors, from Bylaws are already standing
shall be Independent Directors. which at least 2 of them shall be Independent committees.
Directors.

Sole Paragraph. The Finance and Risk Committee shall
be responsible for:

(a) assessing and monitoring exposure to risks inherent
to the different business activities of the Company,
with particular focus on structural and strategic risk
management;

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

(c) specifically with regard to Central Counterparty
Risk, presenting to the Board of Directors periodic
reports providing combined information regarding
exposures to typical risk factors, the quality of
collateral taken, and the outcomes of cash flow stress

192
tests;

(d) specifically with regard to Enterprise Risk,
presenting to the Board of Directors periodic reports
providing information on the findings from monitoring
activities concerning enterprise risk related to the
businesses of the Company with potential to adversely
affecting its ability to accomplish the corporate
purposes;

(e) assisting the Board of Directors on their analysis of
macroeconomic conditions and the potential effects
thereof on the financial position of the Company;

(f) monitoring and analyzing liquidity, cash flow, the
indebtedness policy, the capital structure and its
shares buyback programs, as well as the risk factors to
which the Company is exposed; and

(g) making recommendations to the Board of Directors (g) making recommendations to the Board of Reference adjustment.
about guidelines for the subjects covered by Article 58 Directors about guidelines for the subjects
below, including by assessing proposals regarding covered by Article 58 61 below, including by
allocations to capital reserves. assessing proposals regarding allocations to
capital reserves.

Absent Provision. Subsection VII – Chamber Services Management Replicate in the Bylaws of
Committees BM&FBOVESPA the provision for
Chamber Services Management
Committees currently existing in the
Bylaws of CETIP.

Absent Provision. Article 54. The Board of Directors may establish,
based on article 45, paragraph 2, Chamber Services
193
Management Committees for each payment,
settlement or custody chamber under the Brazilian
Payments System (SPB) with which the Company
may enter into service agreements.

Absent Provision. Paragraph 1. Each Chamber Services Management
Committee shall comprise at least 4 members, 2 of
whom shall be members of the Board of Directors,
of whom 1 shall be an Independent Director, the
CEO, and 1 member appointed by the payment,
settlement or custody chamber for which the
committee was created.

Absent Provision. Paragraph 2. Each Chamber Services Management
Committee shall remain in operation as long as the
service agreement between the Company and the
respective Chamber under the Brazilian Payments
System (SBP) is in force.

Absent Provision. Article 55. The Chamber Services Management
Committees shall be responsible for:

Absent Provision. (a) monitoring the faithful performance by the
Company of the service agreement entered into
between the Company and the respective
payment, settlement or custody chamber; and

Absent Provision. (b) when applicable, monitoring the proper
operation of the operating systems administered
by the Company solely in connection with the
service agreement entered into between the
Company and the respective payment, settlement

194
or custody chamber under the Brazilian Payments
System (SBP).

Absent Provision. Article 56. The decisions of the Chamber Services
Management Committees shall be approved by a
majority of their members before being submitted
to the Board of Directors.
CHAPTER V
FISCAL COUNCIL

Article 54. The Company shall have a Fiscal Council, Article 57. The Company shall have a Fiscal Council, Renumbering.
which shall be comprised of three to five members, and which shall be comprised of three to five members,
the same number of alternates, with the powers and and the same number of alternates, with the
authority granted by Brazilian Corporate Law* and powers and authority granted by Brazilian
operating on a non-permanent basis. The Fiscal Council Corporate Law* and operating on a non-permanent
shall only be instated by the Shareholders’ Meeting, basis. The Fiscal Council shall only be instated by
upon request by shareholders representing the the Shareholders’ Meeting, upon request by
percentage required by law or CVM regulations. shareholders representing the percentage required
by law or CVM regulations.

Paragraph 1. Fiscal Council members shall be elected
by the Shareholders’ Meeting, which approves its
creation. Their term of office shall expire at the time of
the Annual Shareholders’ Meeting following their
election.

Paragraph 2. If the Company is at any time controlled
by a shareholder or controlling group, as defined in
Article 116 of Brazilian Corporate Law*, Fiscal Council
member elections shall be subject to paragraph 4,
Article 161, of Brazilian Corporate Law*.

195
Paragraph 3. After the Fiscal Council is instated,
instatement in office shall be registered in a specific
book, signed by the member of the Fiscal Council taking
office, and by previous execution of the Fiscal Council
Member Statement of Consent according to the terms
of the Novo Mercado Listing Rules.

Paragraph 4. Members of the Fiscal Council shall be
replaced by their respective alternates, when absent
they are or prevented from exercising the position. If a
seat on the Fiscal Council falls vacant, the respective
alternate shall take up the position. If no alternate is
available, a Shareholders’ Meeting shall be convened to
elect a member to conclude the term of office.

Paragraph 5. Members of the Fiscal Council shall
receive compensation to be established by the
Shareholders’ Meeting, which, for each active member,
shall be now lower than 10% of the average amount
paid to each Officer, not including benefits,
representation fees and profit-sharing.
CHAPTER VI
FISCAL YEAR, FINANCIAL STATEMENTS AND EARNINGS

Article 55. The financial year shall coincide with the Article 58. The financial year shall coincide with the Renumbering.
calendar year. The financial statements required by law calendar year. The financial statements required by
shall be drawn up at the end of each financial year. law shall be drawn up at the end of each financial
year.

Paragraph 1. Alongside the financial statements for the
year, the Company management bodies shall present
196
the Annual Shareholders’ Meeting a proposal on the
intended use of net profits, in accordance with the
rules of these Bylaws and Brazilian Corporate Law*.

Paragraph 2. In addition to the financial statements for
the year, the Company shall also prepare semi-annual
financial statements and produce monthly balance
sheets.

Article 56. Any accumulated losses and the income tax Article 59. Any accumulated losses and the income Renumbering.
provision shall be deducted from the yearly profit tax provision shall be deducted from the yearly
before any allocation to profit sharing payment can be profit before any allocation to profit sharing
made. payment can be made.

Sole paragraph. Provided the deductions referred to in
this Article shall have been made, the Shareholders’
Meeting may allocate to profit sharing payment
attributable to management up to 10% of the
remaining net income, whereas giving regard to the
restrictions foreseen by Brazilian Corporate Law* and
these Bylaws.

Article 57. After the deductions contemplated in the Article 60. After the deductions contemplated in Renumbering.
preceding Article, 5% of the net profit for the year shall the preceding Article, 5% of the net profit for the
be used to establish the Legal Reserve, due regard year shall be used to establish the Legal Reserve,
given to the thresholds established by law. due regard given to the thresholds established by
law.

Paragraph 1. After the allocation to the Legal Reserve,
the net profit for the year, as adjusted for allocations to
contingency reserves or reversals thereof, if any, shall
be allocated in the following order: (i) at least 25% for

197
distribution of the mandatory dividend to shareholders
(which may be limited to the amount of the realized
net profit for the year, provided the difference shall be
recorded in an unrealized profit reserve); and (ii)
without prejudice to the provision of paragraph 3 of
this Article, all net profit thus remaining shall be
allocated to bylaws reserves for future investments in
the business and also for the special safeguard funds
and other clearing and settlement mechanisms
adopted by the Company to ensure full completion
(clearing and settlement) to transactions carried out on
its trading platforms or registered in its systems.

Paragraph 2. The total allocations to bylaws reserves
contemplated in (ii) of the preceding paragraph shall
not exceed the capital stock amount.

Paragraph 3. Where in any year the Board of Directors Paragraph 3. Where in any year the Board of Adjustment to the wording so that the
deems the total amount allocated to bylaws reserves Directors deems the total amount allocated to Board of Directors may propose to the
pursuant to paragraph 1 of this Article to be sufficient bylaws reserves pursuant to paragraph 1 of this Shareholders’ Meeting a reversal of any
to meet the purposes thereof, it may: (i) propose net Article to be sufficient to meet the purposes Reserve amounts.
profit allocations to bylaws reserves at lower amounts thereof, it may: (i) propose net profit allocations to
than otherwise required under in item (ii) of paragraph bylaws reserves at lower amounts than otherwise
1 of this Article; and/or (ii) propose a reversal of required under in item (ii) of paragraph 1 of this
previously reserved funds for the same to be Article; and/or (ii) propose a reversal of previously
distributed as dividends to the shareholders. reserved funds for the same to be distributed as
dividends to the shareholders.

Paragraph 4. Upon giving due regard to the allocations
contemplated in paragraph 1 of this Article, and as
permitted under Article 196 of Brazilian Corporate
Law*, the Shareholders’ Meeting may decide to retain
198
a portion of the yearly net profit consistent with the
allocations foreseen in a previously approved capital
expenditure budget.

Paragraph 5. The mandatory dividend set forth in item
(i) of paragraph 1 of this Article may be suspended in
any year in which the Board of Directors reports at the
Annual Shareholders’ Meeting that the distribution
would be inadvisable given the Company’s financial
condition. The Fiscal Council, if active, shall issue an
opinion on the matter, and management, acting within
five days after the Shareholders’ Meeting, shall file a
reasoned report with the CVM justifying the
recommendation.

Paragraph 6. Any profits retained pursuant to
paragraph 5 of this Article shall be recorded in a special
reserve and, if not absorbed by losses in subsequent
years, shall be paid out as dividends, as soon as the
Company’s financial condition so allows.

Article 58. Upon resolution of the Board of Directors, Article 61. Upon resolution of the Board of Renumbering.
the Company may: Directors, the Company may:

(a) distribute dividends based on profits ascertained in
the semi-annual balance sheets;

(b) prepare balance sheets for periods of shorter than
six months and distribute dividends based on the
profits ascertained therein, provided that total
dividends paid in each semi-annual period of the
financial year do not exceed the capital reserves

199
mentioned in Article 182, paragraph 1, of Brazilian
Corporate Law*;

(c) distribute intermediate dividends based on retained
earnings account or existing profit reserves in the most
recent annual or semi-annual balance sheets; and

(d) credit or pay to the shareholders, by resolution of
the Board of Directors, interest on shareholders’
capital, which shall be ascribed to the value of
dividends to be distributed by the Company, and shall
be an integral part thereof for all legal purposes.

Article 59. Shareholders which not receive or claim Article 62. Shareholders which not receive or claim Renumbering.
dividends within a period of three years counted from dividends within a period of three years counted
the date they were made available for distribution shall from the date they were made available for
lose the rights to receive such dividends, which shall distribution shall lose the rights to receive such
revert to the Company. dividends, which shall revert to the Company.
CHAPTER VII
SHAREHOLDERS’ INTEREST MONITORING

Article 60. Without prejudice to the other provisions of Article 63. Without prejudice to the other Renumbering and reference
these Bylaws, the Company, represented by the provisions of these Bylaws, the Company, adjustment.
Investor Relations Officer, shall monitor changes in represented by the Investor Relations Officer, shall Adjustment to the wording.
shareholder ownership interest in order to prevent monitor changes in shareholder ownership interest
and, as the case may be, report on violations of these in order to prevent and, as the case may be, report
Bylaws (as per paragraph 1 of this Article), and present on violations of the obligations set forth in Articles
motion for the Shareholders’ Meeting to impose 71 69 and 72 70 of these Bylaws (as per paragraph
penalty as provided in Article 73 of these Bylaws. 1 of this Article), and present motion for the
Shareholders’ Meeting to impose penalty as
provided in Article 76 of these Bylaws.

200
Paragraph 1. If, at any time, the Investor Relations Paragraph 1. If, at any time, the Investor Relations Adjustments in line with a proposed
Officer identifies a violation of any of the share limit Officer identifies a violation of any of the share limit new corporate name of the Company.
restrictions relating to any shareholder or Shareholder restrictions relating to any shareholder or
Group limits, he or she must, within a maximum period Shareholder Group limits, he or she must, within a
of 30 days, report such circumstances on the Company maximum period of 30 days, report such
website on the Internet and report to: (i) the Chair of circumstances on the Company website on the
the Board of Directors; (ii) the Chief Executive Officer; Internet and report to: (i) the Chairman of the
(iii) the members of the Fiscal Council, if instated; (iv) Board of Directors; (ii) the Chief Executive Officer;
BM&FBOVESPA; and (v) CVM. (iii) the members of the Fiscal Council, if instated;
(iv) BM&FBOVESPAB3; and (v) CVM.

Paragraph 2. The Investor Relations Officer, by his own
discretion or in fulfillment to a request of a regulatory
entity, may require that any shareholder or
Shareholder Group provides information on ones or
the group members’ direct and indirect ownership
structure, composition of the group, including as the
case may be, controlling block or corporate group
(whether in fact or by law) in which it or each of them
belongs.
CHAPTER VIII
DISPOSITION OF CONTROL; GOING PRIVATE PROCESS
(CANCELLATION OF PUBLIC COMPANY REGISTRATION);
DELISTING FROM NOVO MERCADO; PROTECTION OF
WIDESPREAD OWNERSHIP
Section I - Disposition of Control

Article 61. A Disposition of Control, whether Article 64. A Disposition of Control, whether Renumbering.
implemented in a single or a series of successive implemented in a single or a series of successive
transactions, must be agreed under a condition transactions, must be agreed under a condition

201
precedent or dissolving condition that the Acquirer of precedent or dissolving condition that the Acquirer
Control undertakes to conduct a tender offer to of Control undertakes to conduct a tender offer to
purchase the shares of all other shareholders in purchase the shares of all other shareholders in
accordance with the conditions and deadlines accordance with the conditions and deadlines
prescribed by applicable legislation, and in the Novo prescribed by applicable legislation, and in the Novo
Mercado Listing Rules, so as to ensure all shareholders Mercado Listing Rules, so as to ensure all
are extended equal treatment as afforded the Selling shareholders are extended equal treatment as
Controlling Shareholder. afforded the Selling Controlling Shareholder.

Article 62. A tender offer shall likewise be required Article 65. A tender offer shall likewise be required Renumbering and reference
pursuant to Article 61 (i) where warrants or other pursuant to Article 64 (i) where warrants or other adjustment.
securities or instruments convertible into, or securities or instruments convertible into, or
exercisable or exchangeable for shares issued by the exercisable or exchangeable for shares issued by
Company are sold or transferred in any way which the Company are sold or transferred in any way
implies a Disposition of Control; or (ii) where Control which implies a Disposition of Control; or (ii) where
over a Controlling Shareholder is disposed of, in which Control over a Controlling Shareholder is disposed
case the Selling Controlling Shareholder shall be of, in which case the Selling Controlling Shareholder
required to disclose the selling price to BM&FBOVESPA shall be required to disclose the selling price to
and provide verifiable documentary evidence of such BM&FBOVESPAB3 and provide verifiable
price. documentary evidence of such price.

Article 63. Any person acquiring Control under a Article 66. Any person acquiring Control under a Adjustments in line with a proposed
private transaction entered into with a Controlling private transaction entered into with a Controlling new corporate name of the Company
Shareholder (regardless of the number of shares thus Shareholder (regardless of the number of shares and renumbering.
acquired) shall be required to (i) carry out a tender thus acquired) shall be required to (i) carry out a
offer in the manner prescribed in Article 61, and (ii) tender offer in the manner prescribed in Article
refund selling counterparties from whom it may have 6770, and (ii) refund selling counterparties from
purchased shares in stock market transactions over the whom it may have purchased shares in stock
six months preceding the date of acquisition of Control, market transactions over the six months preceding
the difference between the selling price per share and the date of acquisition of Control, the difference
the tender offer bid price per share, as adjusted for between the selling price per share and the tender
inflation through to the refund date. The aggregate offer bid price per share, as adjusted for inflation
202
refundable amount shall be allocated amongst the through to the refund date. The aggregate
relevant selling counterparties, in proportion to the refundable amount shall be allocated amongst the
daily net selling positions attributable to each such relevant selling counterparties, in proportion to the
counterparty over the relevant six-month period, and daily net selling positions attributable to each such
BM&FBOVESPA shall implement the refund process in counterparty over the relevant six-month period,
accordance with its own rules. and BM&FBOVESPAB3 shall implement the refund
process in accordance with its own rules.

Article 64. The Company shall refrain from registering Article 67. The Company shall refrain from Renumbering.
any share transfer to an Acquirer of Control or registering any share transfer to an Acquirer of
subsequent holders of Control until such time as the Control or subsequent holders of Control until such
latter two shall have signed the required Deed of time as the latter two shall have signed the
Adherence to the Novo Mercado Listing Rules. required Deed of Adherence to the Novo Mercado
Listing Rules.

Paragraph 1. The Company shall not register any
Shareholders’ Agreement regulating the exercise of
Control until such time as the parties thereto shall have
signed the Deed of Adherence to the Novo Mercado
Listing Rules referred to in the main provision of this
Article.

Paragraph 2. Within the six-month period following any
Disposition of Control and the ensuing tender offer
conducted pursuant to Article 61 above, the Acquirer
of Control shall, as the case may be, take appropriate
action to restore the minimum free float mandated by
the Novo Mercado Listing Rules.

Article 65. Where shareholders convening in a Article 68. Where shareholders convening in a Renumbering.
Shareholders’ Meeting approve: (i) a going private Shareholders’ Meeting approve: (i) a going private
process (and deregistration as a public company), the process (and deregistration as a public company),

203
Company or the Controlling Shareholder(s), if any, shall the Company or the Controlling Shareholder(s), if
conduct a tender offer to purchase all other shares, any, shall conduct a tender offer to purchase all
wherein the bid price shall at least equal the Economic other shares, wherein the bid price shall at least
Value per share, as determined pursuant to a valuation equal the Economic Value per share, as determined
report prepared according to paragraphs 1 to 3 of this pursuant to a valuation report prepared according
Article, due regard given to other applicable legal and to paragraphs 1 to 3 of this Article, due regard given
regulatory requirements; or (ii) a delisting from the to other applicable legal and regulatory
Novo Mercado segment either for the shares to trade requirements; or (ii) a delisting from the Novo
on another market or listing segment, or because the Mercado segment either for the shares to trade on
unlisted surviving company in a corporate restructuring another market or listing segment, or because the
process failed to list its shares to trade on the Novo unlisted surviving company in a corporate
Mercado within one hundred and twenty (120) days restructuring process failed to list its shares to trade
after the date of the meeting which first approved the on the Novo Mercado within one hundred and
restructuring process, then the Controlling Shareholder twenty (120) days after the date of the meeting
shall be required to conduct a tender offer for all other which first approved the restructuring process, then
shares at a bid price at least equal to the Economic the Controlling Shareholder shall be required to
Value per share, as determined pursuant to a valuation conduct a tender offer for all other shares at a bid
report prepared according to paragraphs 1 to 3 of this price at least equal to the Economic Value per
Article, and giving regard to applicable legal and share, as determined pursuant to a valuation report
regulatory requirements. prepared according to paragraphs 1 to 3 of this
Article, and giving regard to applicable legal and
regulatory requirements.

Paragraph 1. Any valuation report required under the
main provision of this Article shall be prepared by a
verifiably experienced, independent, specialist
valuation firm, which is not susceptible to being
influenced by the decisions of the Board or
Management, the Company or the Controlling
Shareholder(s), if any. In addition, the valuation report
shall meet the requirements of paragraph 1 of Article 8
of Brazilian Corporate Law* and include the liability
204
clause provided under paragraph 6 of that legal
provision.

Paragraph 2. The Shareholders’ Meeting has exclusive
discretion to select a specialized firm or institution to
determine the Economic Value of the Company from a
list of the three names presented by the Board of
Directors. The decision shall pass by a majority of
affirmative votes cast by shareholders present at the
Shareholders’ Meeting, disregarding blank votes.
Attendance by holders of record representing at least
20% of all Outstanding Shares shall constitute valid
quorum to convene the Shareholders’ Meeting on first
call, provided that, on second call, the meeting may be
held with any number of attendee shareholders.

Paragraph 3. The costs of the valuation report shall be
borne in full by the offeror.

Article 66. Absent a Controlling Shareholder, if Article 69. Absent a Controlling Shareholder, if Renumbering
shareholders convening in a Shareholders’ Meeting shareholders convening in a Shareholders’ Meeting
approve a delisting from the Novo Mercado segment approve a delisting from the Novo Mercado
whether for the shares to trade on some other market segment whether for the shares to trade on some and reference adjustment.
or listing segment, or because the unlisted surviving other market or listing segment, or because the
company in a corporate restructuring process has failed unlisted surviving company in a corporate
to have its shares listed to trade on the Novo Mercado restructuring process has failed to have its shares
within the assigned deadline (such as provided in item listed to trade on the Novo Mercado within the
(ii) of the main provision of Article 65 above), then any assigned deadline (such as provided in item (ii) of
such delisting shall be contingent on a tender offer the main provision of Article 68 above), then any
being conducted under the same terms and conditions such delisting shall be contingent on a tender offer
established under Article 65 above. being conducted under the same terms and
conditions established under Article 68 above.
205
Paragraph 1. The Shareholders’ Meeting shall in any
event name the shareholder or shareholders in
attendance of the meeting which shall be responsible
for conducting the tender offer, and the designated
party or parties shall be required to commit expressly
to carrying out the tender offer.

Paragraph 2. Where the shareholders’ meeting
approves a corporate restructuring process but fails to
appoint the shareholder(s) responsible for conducting a
tender offer if the unlisted surviving company fails to
arrange the listing on the Novo Mercado segment, then
the obligation to conduct a tender offer shall lie with all
the shareholders that voted for the corporate
restructuring process.

Article 67. A delisting from the Novo Mercado segment Article 70. A delisting from the Novo Mercado Renumbering
triggered by noncompliance with the Listing Rules, shall segment triggered by noncompliance with the
require a tender offer to be conducted for all shares at Listing Rules, shall require a tender offer to be
a bid price at least equivalent to the Economic Value conducted for all shares at a bid price at least and reference adjustment.
per share, as determined pursuant to a valuation equivalent to the Economic Value per share, as
report prepared according to Article 65 and paragraphs determined pursuant to a valuation report
of these Bylaws and other applicable legal and prepared according to Article 68 and paragraphs of
regulatory rules. these Bylaws and other applicable legal and
regulatory rules.

Paragraph 1. In the event contemplated in the main
provision of this Article, the Controlling Shareholder (if
any) shall bear the responsibility for conducting the
tender offer.

206
Paragraph 2. Where the event of noncompliance with
the Novo Mercado Listing Rules is triggered by action
taken at a Shareholders’ Meeting, absent a Controlling
Shareholder to conduct the tender offer, the obligation
shall lie with the shareholders that voted for the
motion leading to noncompliance with the Listing
Rules.

Paragraph 3. Where the event of noncompliance with
Novo Mercado Listing Rules (set forth in the main
provision) is triggered by action taken by Management,
i.e., an “act or fact of Management,” then the Directors
and Officers shall be required promptly to call a
Shareholders’ Meeting (pursuant to Article 123 of
Brazilian Corporate Law*) for the shareholders to
resolve on action required to be taken to remedy the
event of noncompliance with the Listing Rules or,
otherwise, decide for a delisting from the Novo
Mercado..

Paragraph 4. Where a Shareholders’ Meeting called
pursuant to paragraph 3 above decides for delisting
from the Novo Mercado segment, it shall also be
required to name one or more attending shareholders
to conduct the tender offer, and the latter shall be
required to commit expressly to carrying out the
tender offer.

Article 68. It shall be permitted for a single tender offer Article 71. It shall be permitted for a single tender Renumbering.
to be registered with a view to accomplishing more offer to be registered with a view to accomplishing
than one of the objectives set forth under this more than one of the objectives set forth under this
CHAPTER, the Novo Mercado Listing Rules, Brazilian CHAPTER, the Novo Mercado Listing Rules, Brazilian
207
Corporate Law* and the CVM regulations, provided it Corporate Law* and the CVM regulations, provided
must be possible to harmonize the different offer it must be possible to harmonize the different offer
methods, and provided, further, the procedure shall methods, and provided, further, the procedure shall
not be detrimental to the addressees of the offer and not be detrimental to the addressees of the offer
the CVM shall have consented to such tender offer. and the CVM shall have consented to such tender
offer.

Article 69. Where these bylaws, the Novo Mercado Article 72. Where these bylaws, the Novo Mercado Renumbering.
Listing Rules, Brazilian Corporate Law or the CVM Listing Rules, Brazilian Corporate Law or the CVM
regulations require a tender offer to be carried out by regulations require a tender offer to be carried out
the Company or by one or some of the shareholders, by the Company or by one or some of the
the obligation may be discharged by any willing shareholders, the obligation may be discharged by
shareholder or third party. However, the Company or any willing shareholder or third party. However, the
the shareholder(s) charged with conducting the tender Company or the shareholder(s) charged with
offer shall not be released from the obligation until conducting the tender offer shall not be released
such time as the offer completes in accordance with from the obligation until such time as the offer
applicable rules. completes in accordance with applicable rules.
Section II - Protection of Widespread Ownership

Article 70. Any shareholder or Shareholder Group Article 73. Any shareholder or Shareholder Group Adjustments in line with a proposed
(“Acquiring Shareholder”) intending to acquire: (a) (“Acquiring Shareholder”) intending to acquire: (a) new corporate name of the Company
direct or indirect ownership interest in 15% or more of direct or indirect ownership interest in 15% or more and renumbering.
the shares then issued and outstanding; or (b) other of the shares then issued and outstanding; or (b)
shareholder rights (including rights as usufruct holder) other shareholder rights (including rights as
giving the holder a 15% voting interest in the shares usufruct holder) giving the holder a 15% voting
then issued and outstanding, shall be required to interest in the shares then issued and outstanding,
obtain prior consent from the CVM in the manner shall be required to obtain prior consent from the
established under the CVM rules, while giving due CVM in the manner established under the CVM
regard to the Novo Mercado Listing Rules, other rules, while giving due regard to the Novo Mercado
BM&FBOVESPA rules and the provisions under this Listing Rules, other BM&FBOVESPAB3 rules and the
Chapter. provisions under this Chapter.

208
Sole paragraph. Upon delivering the application to the Sole paragraph. Upon delivering the application to Adjustment to the wording to delete the
CVM, the Acquiring Shareholder shall on the same date the CVM, the Acquiring Shareholder shall on the reference to a specific regulation.
forward a copy to the Investor Relations Officer. same date forward a copy to the Investor Relations
Pursuant to CVM Ruling No. 358/2002, the Investor Officer. Pursuant to the CVM regulations, the
Relations Officer shall thereafter promptly release Investor Relations Officer shall thereafter promptly
notice to the market disclosing the application. release notice to the market disclosing the
application.

Article 71. Where an Acquiring Shareholder (a) Article 74. Where an Acquiring Shareholder (a) Renumbering.
accumulates direct or indirect ownership interest in no accumulates direct or indirect ownership interest in
less than 30% of the Company shares then issued and no less than 30% of the Company shares then
outstanding; or (b) purchases other shareholder rights issued and outstanding; or (b) purchases other
(including as usufruct holder) representing a voting shareholder rights (including as usufruct holder)
interest in over 30% of the shares then issued and representing a voting interest in over 30% of the
outstanding, such Acquiring Shareholder shall be shares then issued and outstanding, such Acquiring
required (within 30 days after obtaining authorization Shareholder shall be required (within 30 days after
from the CVM) to initiate or register a tender offer for obtaining authorization from the CVM) to initiate or
all other shares of the Company, whereas having register a tender offer for all other shares of the
regard to the provisions of Brazilian Corporate Law*, Company, whereas having regard to the provisions
the CVM rules, the rules of exchanges where the shares of Brazilian Corporate Law*, the CVM rules, the
are admitted for trading, and the rules set forth in rules of exchanges where the shares are admitted
these Bylaws. for trading, and the rules set forth in these Bylaws.

Sole paragraph. The Acquiring Shareholder must meet
the CVM requirements and requests within the
deadlines established under applicable regulations.

Article 72. The bid price per share in the tender offer Article 75. The bid price per share in the tender Renumbering.
(“Bid Price”) triggered by accumulation of material offer (“Bid Price”) triggered by accumulation of
ownership interest shall at least equal the highest material ownership interest shall at least equal the
market price per share paid by the Acquiring highest market price per share paid by the
Shareholder in the six-month period preceding the date Acquiring Shareholder in the six-month period
209
when the material interest threshold (set under Article preceding the date when the material interest
71) was hit, as adjusted to account for corporate threshold (set under Article 7374) was hit, as
actions such as distributions of dividends or interest on adjusted to account for corporate actions such as
shareholders’ equity, stock splits, reverse splits and distributions of dividends or interest on
bonus issues, but not for corporate actions related to shareholders’ equity, stock splits, reverse splits and
corporate restructuring processes. bonus issues, but not for corporate actions related
to corporate restructuring processes.

Paragraph 1. The tender offer shall meet the
requirements set forth below, and any other
requirements contemplated under CVM Ruling No.
361/02, as amended or substituted from time to time.

(a) it shall be open to all shareholders;

(b) it shall be carried out in an auction held at the (b) it shall be carried out in an auction held at the Adjustments in line with a proposed
premises of the stock exchange operated by premises of the stock exchange operated by new corporate name of the Company.
BM&FBOVESPA; BM&FBOVESPAB3;

(c) it shall extend fair and equitable treatment to all
shareholders, provide adequate information regarding
the Company and the bidder, and every other element
required for shareholders to make an independent and
informed decision on whether to tender their shares;

(d) it shall be irrevocable and irreversible upon
publication of the tender offer announcement, per
CVM Ruling No. 361/02;

(e) it shall offer a bid price set in accordance with the
main provision of this Article for settlement in cash, in
Brazilian currency; and

210
(f) it shall attach a report of the valuation of the
Company, which shall have been prepared according
to the main provision of this Article.

Paragraph 2. The tender offer requirement set forth in Paragraph 2. The tender offer requirement set Reference adjustment.
the main provision of Article 71 shall not preclude forth in the main provision of Article 74 shall not
other shareholders, or even the Company, if it is the preclude other shareholders, or even the Company,
case, from conducting their own concurrent tender if it is the case, from conducting their own
offers, as permitted by applicable regulations. concurrent tender offers, as permitted by
applicable regulations.

Paragraph 3. Meeting the requirements set forth under Paragraph 3. Meeting the requirements set forth Reference adjustment.
Article 254-A of Brazilian Corporate Law* and Article 61 under Article 254-A of Brazilian Corporate Law* and
of these Bylaws shall not exempt the Acquiring Article 64 of these Bylaws shall not exempt the
Shareholder from fulfilling the requirements set forth Acquiring Shareholder from fulfilling the
in this Article. requirements set forth in this Article.

Paragraph 4. The tender offer requirement established Paragraph 4. The tender offer requirement Reference adjustment.
in Article 71 shall not apply in the event a person established in Article 74 shall not apply in the event
becomes the holder of a material interest in 30% or a person becomes the holder of a material interest
more of the issued and outstanding shares as a result in 30% or more of the issued and outstanding
of any of the following: shares as a result of any of the following:

(a) Subscription for shares in a single primary offering (a) Subscription for shares in a single primary
of shares issued pursuant to a decision taken at a offering of shares issued pursuant to a decision
Shareholders’ Meeting called by the Board of taken at a Shareholders’ Meeting called by the
Directors, where the issue price is determined on the Board of Directors, where the issue price is
basis of the Economic Value determined pursuant to a determined on the basis of the Economic Value
valuation report prepared by a specialist firm determined pursuant to a valuation report
according to the requirements in the paragraphs of prepared by a specialist firm according to the
Article 65; or requirements in the paragraphs of Article 68; or

211
(b) A tender offer conducted for the acquisition of the
totality of the Company’s shares.

Paragraph 5. Following the published announcement of
any tender offer (or exchange offer) made in response
to the provisions of these Bylaws, including as to Bid
Price, or in accordance with applicable regulations, for
settlement in cash or in exchange for shares of another
public company, the Board of Directors shall within 10
days consider the tender or exchange offer based on
the following guidelines:

(a) the Board of Directors may retain a specialist firm (a) the Board of Directors may retain a specialist Reference adjustment and adjustment
that meets the requirements set forth in paragraph 1 firm that meets the requirements set forth in to the wording.
of Article 65, to assess the timing and convenience of paragraph 1 of Article 68 to assess the timing and
the offer and, as the case may be, the liquidity of the convenience of the offer and, as the case may be,
shares in the exchange offer, and whether the offer the liquidity of the shares in the exchange offer,
suits the interests of shareholders and the industry in and whether the offer suits the interests of
which the Company and its subsidiaries operate; shareholders and the industry in which the
Company operates;

(b) the Board of Directors shall be responsible for
releasing a reasoned opinion concerning the offer, in
accordance with item (v) of Article 29 of these Bylaws.

(c) in the event the Directors, acting on their fiduciary (c) in the event the Directors, acting on their Adjustment to the wording.
duties, take the position that adhering to the offer is in fiduciary duties, take the position that adhering to
the best interest of a majority of the shareholders and the offer is in the best interest of a majority of the
the domestic capital markets, which is the economic shareholders and the domestic capital markets,
segment in which the Company and subsidiaries which is the economic segment in which the
operate, the Board shall call an Extraordinary Company operates, the Board shall call an
Shareholders’ Meeting to be held within 20 days to Extraordinary Shareholders’ Meeting to be held
212
consider eliminating the voting cap established in within 20 days to consider eliminating the voting
Article 7, provided however this shall be contingent on cap established in Article 7, provided however this
the bidder (and, for purposes of these Bylaws, shall be contingent on the bidder (and, for
Acquiring Shareholder) completing the offer and purposes of these Bylaws, Acquiring Shareholder)
becoming the owner and holder of a minimum of two- completing the offer and becoming the owner and
thirds (2/3) of the issued and outstanding shares, not holder of a minimum of two-thirds (2/3) of the
including treasury stock. issued and outstanding shares, not including
treasury stock;

(d) as an exception, the voting cap established in
Article 7 shall not prevail for the decision to be taken
at the Extraordinary Shareholders’ Meeting
contemplated in item (c) above, but solely it the
meeting shall have been called on the initiative of the
Board of Directors;

(e) the offer shall be made on an irrevocable and
irreversible basis. Where the offer is carried out on a
voluntary basis, it may be subject to minimum tender
condition requiring shareholders tendering at least an
aggregate of 2/3 of the outstanding shares, as
provided in item (c) above in this paragraph 5, and
condition also that the shareholders shall have
approved the elimination of the voting cap established
in Article 7 of these Bylaws.

Paragraph 6. Without prejudice to the provision of Paragraph 6. Without prejudice to the provision of Reference adjustment.
paragraph 3 above, the calculation of a 30% interest in paragraph 3 above, the calculation of a 30% interest
the issued and outstanding shares of the Company (as in the issued and outstanding shares of the
provided in the main provision of Article 71 shall not Company (as provided in the main provision of
include involuntary increments resulting from Article 74) shall not include involuntary increments
cancellation of treasury shares, or share redemption or resulting from cancellation of treasury shares, or
213
a reduction in the capital stock amount resulting in share redemption or a reduction in the capital stock
cancellation of a proportionate number of shares. amount resulting in cancellation of a proportionate
number of shares.

Article 73. If the Acquiring Shareholder fails to comply Article 76. If the Acquiring Shareholder fails to Reference adjustment.
with the obligations foreseen in this Chapter, including comply with the obligations foreseen in this
compliance with the deadlines for (i) initiating or Chapter, including compliance with the deadlines
applying to register a tender offer; or (ii) responding to for (i) initiating or applying to register a tender
CVM demands or requests, the Board of Directors shall offer; or (ii) responding to CVM demands or
call an Extraordinary Shareholders’ Meeting to consider requests, the Board of Directors shall call an
suspending the rights of the Acquiring Shareholders, Extraordinary Shareholders’ Meeting to consider
pursuant to Article 120 of Brazilian Corporate Law*, at suspending the rights of the Acquiring
which meeting the Acquiring Shareholder shall not be Shareholders, pursuant to Article 120 of Brazilian
entitled to vote. Corporate Law*, at which meeting the Acquiring
Shareholder shall not be entitled to vote.

Article 74. Where a tender offer required under the Article 77. Where a tender offer required under the Renumbering.
provisions of these Bylaws is materially detrimental to provisions of these Bylaws is materially detrimental
the rights of shareholders, the Novo Mercado Listing to the rights of shareholders, the Novo Mercado
Rules shall prevail over the provisions of these Bylaws. Listing Rules shall prevail over the provisions of
these Bylaws.
CHAPTER IX
DEFINITIONS

Article 75. For purposes of these Bylaws, the Article 78. For purposes of these Bylaws, the Renumbering.
capitalized terms below shall have the following capitalized terms below shall have the following
meanings: meanings:

(a) “Acquiring Shareholder” means any person
(including, for example, any natural or legal person,
mutual or investment fund, open or closed- end
condominium, securities portfolio, universality of
214
rights or other form of organization, resident,
domiciled or based in Brazil or elsewhere), including a
Shareholder Group, or group of persons bound under a
voting agreement with the Acquiring Shareholder,
and/or sharing similar interests with the Acquiring
Shareholder, where any such person subscribes for, or
acquires shares issued by the Company. Examples of
persons sharing similar interests with the Acquiring
Shareholder include any person (i) controlled or
managed by an Acquiring Shareholder; (ii) controlling
and managing the Acquiring Shareholder in any way;
(iii) controlled or managed by any person that directly
or indirectly controls or manages the Acquiring
Shareholder; (iv) in which the controlling shareholder
of the Acquiring Shareholder directly or indirectly
holds ownership interest in at least 30% of the
outstanding shares; (v) in which the Acquiring
Shareholder has a direct or indirect interest in at least
30% of the outstanding shares; or (vi) which directly or
indirectly holds an interest in at least 30% of the
outstanding shares of the Acquiring Shareholder;

(b) “Shareholder Group” means a group of persons: (i)
bound by oral or written agreement or contract of any
nature, including Shareholder Agreements, directly or
through subsidiaries, controlling companies or
companies under common control; or (ii) between
which there is a control relationship; or (iii) under
common control; or (iv) representing common
interests. Examples of persons representing a common
interest include: (v) the direct or indirect owner of a
shareholding representing 15% or more of the capital
215
stock of another entity; and (vi) two persons with a
common third-party investor directly or indirectly
holding shares equivalent to 15% or more of the
capital stock of each of these two persons. Any joint
ventures, funds for investment clubs, foundations,
associations, trusts, tenancies in common,
cooperatives, securities portfolios, universality is of
rights or any other manner of organization or venture,
established in Brazil or abroad, shall be considered part
of a single Shareholder Group, whenever two or more
of these entities are: (vii) managed or administered by
the same legal entity or parties related to a single legal
entities; or (viii) when the majority of their
management is common to both entities, however for
investment funds with the same manager, only those
for which the manager is responsible for any decision
on votes cast at Shareholders’ Meetings, at its
discretion, shall be considered members of the
Shareholder Group, subject to the respective
regulations.

(c) “Independent Director” means a Director that
meets the independence standards set forth in
Paragraphs 6 and 7 of Article 22 of these Bylaws.

(d) “Institutional Investor” means any investor that (i)
under CVM rules qualify as ‘qualified buyer’; and (ii)
those that are required by law or regulation or the
bylaws (whether or not exclusively) to invest
proprietary resources in securities issued by public
companies.

216
Sole paragraph. Capitalized terms used herein which
are not defined in these Bylaws have the meaning
ascribed to them under the Novo Mercado Listing
Rules.
CHAPTER X
LIQUIDATION

Article 76. The Company shall be dissolved and enter Article 79. The Company shall be dissolved and Renumbering.
liquidation in the events prescribed by law. It shall be enter liquidation in the events prescribed by law. It
incumbent on shareholders convening in a shall be incumbent on shareholders convening in a
Shareholders’ Meeting to establish the liquidation Shareholders’ Meeting to establish the liquidation
method and elect the liquidator or liquidators and the method and elect the liquidator or liquidators and
Fiscal Council, if so requested by shareholders the Fiscal Council, if so requested by shareholders
individually or jointly representing proportionate individually or jointly representing proportionate
interest in the shares as prescribed by law or the CVM interest in the shares as prescribed by law or the
rules, including as to applicable formalities, and to CVM rules, including as to applicable formalities,
determine their responsibilities and set their and to determine their responsibilities and set their
compensation. compensation.
CHAPTER XI
SELF-REGULATION

Article 77. Without prejudice to the responsibilities of Article 80. Without prejudice to the responsibilities Renumbering.
the Chief Executive Officer, as established under of the Chief Executive Officer, as established under
applicable regulations, the activities entailing applicable regulations, the activities entailing
surveillance and oversight of (i) transactions carried out surveillance and oversight of (i) transactions carried Adjustments to the wording in view of
in markets managed and operated by BM&FBOVESPA out in markets managed and operated by the new proposed structure of the
and its subsidiaries, (ii) the activities of market BM&FBOVESPA and its subsidiaries, (ii) the Executive Management Board of the
participants holding permits for access to these activities of market participants holding permits for Company under Section III.
markets; and (iii) the market organization and oversight access to these markets; and (iii) the market
activities performed by the Company and its organization and oversight activities performed by
217
subsidiaries shall be incumbent on a subsidiary of the the Company and its subsidiaries shall be
Company organized for this special purpose. incumbent on a subsidiary of the Company
organized for this special purpose.
CHAPTER XII
ARBITRATION

Article 78. The Company, the shareholders, the Article 81. The Company, the shareholders, the Adjustments in line with a proposed
directors and officers and the fiscal council members directors and officers and the fiscal council new corporate name of the Company
(when the Fiscal Council is active) are required to members (when the Fiscal Council is active) are and renumbering.
commit to settle by arbitration any and all disputes required to commit to settle by arbitration any and
involving any of them, related to, or arising from the all disputes involving any of them, related to, or
application, validity, effectiveness, interpretation, arising from the application, validity, effectiveness,
violation and effects of violation of the provisions of interpretation, violation and effects of violation of
these Bylaws, the Brazilian Corporate Law*, the rules the provisions of these Bylaws, the Brazilian
and regulations of the Brazilian National Monetary Corporate Law*, the rules and regulations of the
Council, the Central Bank of Brazil and the Brazilian Brazilian National Monetary Council, the Central
Securities Commission, the Novo Mercado Listing and Bank of Brazil and the Brazilian Securities
Sanctions Regulations, the Novo Mercado Listing Commission, the Novo Mercado Listing and
Agreement, and the Arbitration Regulation adopted by Sanctions Regulations, the Novo Mercado Listing
the Market Arbitration Chamber, as well as other rules Agreement, and the Arbitration Regulation adopted
and regulations applicable to the Brazilian capital by the Market Arbitration Chamber, as well as other
markets. Any arbitration proceedings will be conducted rules and regulations applicable to the Brazilian
by the Market Arbitration Chamber (established by capital markets. Any arbitration proceedings will be
BM&FBOVESPA) under its adopted Arbitration conducted by the Market Arbitration Chamber
Regulation. (established by BM&FBOVESPAB3) under its
adopted Arbitration Regulation.
CHAPTER XIII
GENERAL PROVISIONS

Article 79. The Company shall observe the terms and Article 82. The Company shall observe the terms Renumbering.

218
conditions of the Shareholders’ Agreements filed at the and conditions of the Shareholders’ Agreements
Company’s headquarters which do not conflict with the filed at the Company’s headquarters which do not
provisions of these Bylaws. Management shall not conflict with the provisions of these Bylaws.
register share transfers or transfers of other securities Management shall not register share transfers or
that fail to comply with the terms of Shareholder transfers of other securities that fail to comply with
Agreements and the President of the Shareholders’ the terms of Shareholder Agreements and the
Meetings shall not include votes cast that breach terms President chair of the Shareholders’ Meetings shall
of such agreements, under item (k) Article 29. not include votes cast that breach terms of such
agreements, under item (k) Article 29.

Article 80. The Company shall indemnify and hold Article 83. The Company shall indemnify and hold Renumbering.
harmless its Managers and other employees exercising harmless its Managers, external members of the Clarify the scope of the indemnification
management position or duties in the Company (jointly Audit Committee established under Article 46 and set forth in this article.
or individually “Beneficiaries”) in case of any damage or other employees exercising management position
loss actually suffered by the Beneficiaries as a result of or duties in the Company or its subsidiaries, as well
the regular exercise of their duties in the Company. as any employees or non-employees appointed by
the Company to exercise governance or non-
governance positions in any entities in which the
Company holds an interest as a shareholder,
member or sponsor (jointly or individually
“Beneficiaries”) in case of any damage or loss
actually suffered by the Beneficiaries as a result of
the exercise of their duties in the Company.
Paragraph One. In case any of the Beneficiaries are
sentenced by a final and unappealable judgment in
view of negligence or misconduct, they shall reimburse
the Company of all costs and expenses incurred with
legal assistance under the terms of the laws in effect.
Paragraph Two. The conditions and the limits of
indemnification subject to this article shall be
determined in a written document to be implemented

219
by the Nominations and Corporate Governance
Committee of the Board of Directors, without
prejudice to taking out a specific insurance for
coverage of management risks.
Article 81. The Company shall issue all notices, Article 84. The Company shall issue all notices, Renumbering.
information, financial statements and periodical information, financial statements and periodical
information published or filed with the CVM by e-mail information published or filed with the CVM by e-
to all shareholders registering for this information in mail to all shareholders registering for this
writing, for a period not exceeding two years and information in writing, for a period not exceeding
indicating their e-mail address; this communication two years and indicating their e-mail address; this
shall not the supersede legally-required publications communication shall not the supersede legally-
and shall be subject to express shareholder waiver of required publications and shall be subject to
any Company liability for transmission errors or express shareholder waiver of any Company liability
omissions. for transmission errors or omissions.

Article 82. The Company may not make any donation, Article 85. The Company may not make any Renumbering.
in kind or in assets, to any political parties, election donation, in kind or in assets, to any political
campaigns, candidates and similar committees, parties, election campaigns, candidates and similar
whether directly or indirectly. committees, whether directly or indirectly.

Article 83. Where these Bylaws are silent on an issue, Article 86. Where these Bylaws are silent on an Renumbering.
the matter shall be resolved at a Shareholders’ issue, the matter shall be resolved at a
Meeting, provided due regard shall be given to the Shareholders’ Meeting, provided due regard shall
Novo Mercado Listing Rules and the provisions of be given to the Novo Mercado Listing Rules and the
Brazilian Corporate Law. provisions of Brazilian Corporate Law.

CHAPTER XIII
TEMPORARY PROVISION

Article 84. The maximum number of 13 members of Article 87. After the date in which theof approval of Renumbering.
the Baord of Directors referred to in Article 22 shall be the business combination with CETIP is effective by

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in force for a period of up to two (2) years following the all the relevant regulators, the maximum number of Adjustment to the wording in line with
date of election of the 12th and 13th members of such members of the BaordBoard of Directors referred the proposed adjustment to Article 22
body, limited to the expiration of the term of office to in Article 22 shall be increased to 1314, which above.
then in force. shall be in force for a period of up to two (2) years
following the start of the term of office of such
members, limited, however, to the expiration of the
term of office of the Board of Directors then in
force.

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Exhibit VIII

Restated Bylaws

BYLAWS OF B3 S.A. – BRASIL, BOLSA, BALCÃO

CHAPTER I

NAME, HEADQUARTERS, VENUE, PURPOSE AND DURATION

Article 1. B3 S.A. – Brasil, Bolsa, Balcão (“Company”) is a corporation governed by these Bylaws and
by applicable law and regulations.

Paragraph 1. The shares of B3, have been listed to trade on the Stock Exchange special listing
segment named Novo Mercado. Accordingly, the Company, the shareholders, the Directors and
Officers and the Fiscal Council members (if the council is active) are bound by the Novo Mercado
Listing Rules (“Novo Mercado Listing Rules”)

Paragraph 2. The Company and its directors, officers and shareholders shall observe the Issuer
Registration and Securities Listing Rules adopted by the Company, including the rules that apply to
trading halts, suspensions of trading and exclusion from trading declared in relation to securities
admitted for trading on organized markets operated by B3.

Article 2. The Company has registered office and jurisdiction in the city of São Paulo, state of São
Paulo. Upon a decision of the Joint Board of Officers, the Company may open and close branches,
offices or other establishments and facilities anywhere in Brazil or abroad.

Article 3. The Company’s corporate purpose is to conduct or hold shares in the capital of companies
undertaking the following activities:

I – Surveillance of exchange markets for the organization, development and maintenance of free and
open markets for the trading of all types of securities, titles or contracts that have as references or are
backed to spot or future indexes, indicators, rates, merchandise, currencies, energies, transportation,
commodities and other assets or rights directly or indirectly related to them, in terms of cash or future
settlement;

II – Maintenance of systems for the trade and auction and special operations of securities, derivatives,
rights and titles in the organized exchange market or in the over-the-counter market;

III – Rendering of registration, clearing and physical and financial settlement services, through an
internal body or a company specially incorporated for this purpose, as main and guarantor
counterparty for the final clearance or not, according to the law in effect and Company’s regulations:

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(a) of the transactions carried out and/or registered in any of the systems listed in items “I” and “II”
above; or

(b) of the transactions carried out and/or registered with other exchanges, markets or trading systems,

IV – Rendering of services of centralized depositary and fungible and non-fungible custody of
commodities, securities and any other physical and financial assets;

V – Rendering of customization, classification, analysis, quotation, preparation of statistics, training
of personnel, preparation of studies, publications, information, library and software development
services related to the Company’s interests and the participants of the markets under the Company’s
direct or indirect surveillance and its interests;

VI – Rendering of technical, administrative, and management support for market development, as
well as undertaking of educational, promotional and publishing activities related to its corporate
purpose and to the markets which are under the Company’s surveillance;

VII – Provision of registration of liens and encumbrances on securities, bonds and other financial
instruments, including registrations of instruments for the creation of guarantee, pursuant to the
provisions of the applicable regulation;

VIII – Provisions of services relating to the support to credit transactions, financing and lease-
purchase agreement, including by means of the development and operation of information
technology and data processing systems, involving, among others, the automotive vehicle segment
and the real estate sector, pursuant to the provisions of the applicable regulation;

IX - Creation of database and related activities;

X – Undertaking of other activities authorized by the Securities Commission or by the Central Bank
of Brazil that, to the understanding of the Company’s Board of Directors, are of interest to participants
in the markets administered by the Company and contribute to its development and health; and

XI – Holding shares in the capital of other companies or associations, headquartered in Brazil or
abroad, whether as a partner, shareholder or associate, in the capacity of controlling shareholder or
not, and the main focus of the activities of which are those expressly mentioned in these Bylaws, or
which, to the understanding of the Company’s Board of Directors, are of interest to participants in
the markets administered by the Company and contribute to its development and health.

Sole Paragraph. Within the powers that are conferred to it by Law 6385/1976 and by the regulations
in effect, the Company must:

(a) issue regulations relating to the granting of Access Permits to different trading, registration and
settlement systems under the Company’s surveillance or by companies that are controlled by it
(“Access Permits”), establishing the terms, conditions and procedures for the granting of such
authorizations (“Access Regulation”);

(b) establish rules safekeeping equitable commercial and trading principles and high ethical
standards for people who act in the markets under the direct or indirect surveillance of the Company,
as well as to regulate the transactions and decide operating questions involving the holders of Access

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Permits to the same markets;

(c) regulate the activities of the holders of Access Permits in the systems and markets under the
Company’s surveillance;

(d) establish, whenever applicable, mechanisms and rules to mitigate the risk of default of
obligations assumed by the holders of Access Permits, as to the transactions undertaken and/or
registered in any of the Company’s trading, registration and clearing systems;

(e) monitor, pursuant to the provisions of the attributions defined by the law, by the regulations or
by the rules enacted by the Company, the transactions traded and/or registered in any of the
Company’s trade, registration, clearing and settlement systems, as well as all of those regulated by
it;

(f) monitor the activities of the holders of Access Permits, as participants and/or intermediaries to the
transactions undertaken and/or registered in any of the trade, registration and clearing systems
under the surveillance of the Company, as well as all those regulated by it; and

(g) impose penalties to those who violate legal, regulatory and operating rules, under the surveillance
of the Company.

Article 4. The Company has an unlimited duration.
CHAPTER II
CAPITAL STOCK, SHARES AND SHAREHOLDERS
Article 5. The capital stock of the Company amounts to R$3.198.655.563,88, paid-in and divided into
2.059.138.490 common shares, all registered and with no par value. The Company shall not be
permitted to issue preferred shares or participation certificates.

Article 6. All of the shares issued by the Company are book-entry and deposited with a financial
institution authorized by the Brazilian Securities Commission (Comissão de Valores Mobiliários), or
CVM, in the name of their holders.

Sole paragraph. The cost of the transfer and registration, as well as the cost of the service related to
book-entry shares can be charged directly to the shareholder by the transfer agent, as may come to
be defined in the book-entry share contract.

Article 7. Each common share entitles the holder to one vote in decisions taken in Annual or
Extraordinary Shareholders’ Meetings, provided that no shareholder or Shareholder Group
(”Shareholder Group”, as defined under Article 78) shall be entitled to vote shares in excess of 7% of
the total number of shares in which the capital stock is divided, subject to the provision of letter (d)
of Paragraph 5 of Article 75.

Paragraph 1. For purposes of the voting cap established in the main provision, and without prejudice
to the provision under paragraph 2 of this Article, where two or more shareholders agree a voting or
other agreement for concerted exercise of voting rights, each of the signatory parties thereto shall be
deemed to constitute, and vote, as a Shareholder Group, subject therefore to the voting cap
established under the main provision of this Article.

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Paragraph 2. The shareholders shall not be allowed to agree preconcerted voting arrangements
(whether or not under a shareholders’ agreement filed with the Company) whereby the resulting
voting pool exceeds the individual voting cap set forth in the main provision of this Article.

Paragraph 3. In a shareholders’ meeting, the chair shall be responsible for enforcing the provisions of
this Article, and for declaring the number of votes each shareholder or Shareholder Group is entitled
to cast when polled.

Paragraph 4. Any vote in excess of the voting cap established in this Article shall be disregarded.

Article 8. Pursuant to a decision of the Board of Directors, the Company is authorized to increase the
shares of capital stock up to a limit of two billion five hundred million (2,500,000,000) common shares,
irrespective of amending these bylaws.

Paragraph 1. In the event contemplated under the main provision of this Article, the Board of
Directors shall determine the issue price and number of shares in the issue, as well as the payment
date and payment terms.

Paragraph 2. Provided it shall do so within the limit of the authorized share capital, the Board of
Directors may also: (i) decide on the issuance of warrants; (ii) pursuant to a plan approved at a
Shareholders’ Meeting, grant stock options to management members and employees of the Company
or any subsidiary, and to natural persons providing services to any of the latter two, whereas limiting
or suspending the preemptive rights of shareholders; (iii) increasing the capital by approving the
capitalization of profits or reserves, whether or not by issuing bonus shares; and (iv) resolve on the
issue of convertible debentures.

Article 9. In the event a shareholder defaults on paying the issue price for shares it has subscribed,
the debt will have to be paid as accruing default interest at a rate of 1% per month, plus adjustment
for inflation calculated (in the shortest legally permissible time interval) pursuant to the General
Market Price Index (IGP-M), and a 10% fine over the unpaid principal, without prejudice to other
applicable legal remedies.

Article 10. Every shareholder or Shareholder Group is required to disclose by notice to the Company,
which must include the information required under the applicable regulation, any share purchases
which in the aggregate result in ownership interest in excess of 5%, 10%, 15% and so on and so forth
of the shares of capital stock.

Paragraph 1. If the aforementioned share acquisitions are aimed to bring about, or do lead to, a
change of control or a change in the Company’s management structure, or otherwise trigger a tender
offer requirement (per CHAPTER VIII and applicable law and regulations), the acquiring shareholder
or Shareholder Group shall also be required to release and disclose such information to the market
(including the information required under Article 12 of CVM Ruling No. 358/2002) by means of
publishing announcements in the same widely-circulated newspapers customarily used by the
Company for its own publications.

Paragraph 2. The obligations foreseen in this Article shall likewise apply to holders of securities
convertible into shares, warrants and purchase options convertible, exercisable or exchangeable for
shares representing the same levels of ownership interest as set forth above.

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Paragraph 3. The shareholders or Shareholder Groups shall also be required to disclose (per the main
provision of this Article) any share sale or divestment by which their holdings in shares and other
Company securities set forth above are reduced by 5% of the total number shares of stock.

Paragraph 4. Any violation of the provisions of this Article shall be subject to the penalties set forth
under Article 16, item (i), and Article 18 of these Bylaws.

Article 11. The issuance of new shares, debentures convertible into shares or warrants placed by sale
on a stock exchange, public subscription or share swap in tender offers for the acquisition of control
under Articles 257 through 263 of Brazilian Corporate Law, or, also, under a special tax incentive law,
can take place without the shareholders being given a preemptive right in the subscription or with a
reduction in the minimum period provided for in law to exercise it.
CHAPTER III
SHAREHOLDERS’ MEETING
Article 12. The shareholders shall meet ordinarily within the first four months after the year closes to
decide on the matters set forth under Article 132 of Brazilian Corporate Law, and, extraordinarily,
whenever the interests of the Company so require.

Paragraph 1. The Shareholders’ Meeting has the authority to decide on all acts related to the
Company, as well as to decide in the best interests of the Company.

Paragraph 2. The Annual Shareholders’ Meeting and the Extraordinary Shareholders’ Meeting can
be called cumulatively and held at the same place, date and time, and recorded in a single set of
minutes.

Paragraph 3. A Shareholders’ Meeting shall be called by the Board of Directors on the decision of the
majority of its members or, also, in the cases provided for in these Bylaws and in the sole paragraph
of Article 123 of Brazilian Corporate Law.

Paragraph 4. The documents pertinent to the matter to be decided on at the Shareholders’ Meetings
must be made available to the shareholders, at the headquarters of the Company, on the date of the
publication of the first call notice, except in those cases in which the law or a regulation in effect
requires that they be made available for a longer period.

Paragraph 5. The Shareholders’ Meeting shall be held, on the first call, with the presence of
shareholders representing at least 25% of the capital stock, except when the law requires a higher
quorum; and, on the second call, with any number of shareholders.

Paragraph 6. A quorum to convene the extraordinary shareholders’ meeting on first call for the
purpose of amending these Bylaws shall require attendance by holders of record representing at least
two-thirds of the issued and outstanding shares of capital stock, provided the meeting may convene
on second call with any number of attending shareholders.

Paragraph 7. Shareholders’ Meetings shall be presided over by the Chairman of the Board of Directors
or by a person appointed by the Chairman. In the absence of the Chairman of the Board of Directors,
a Shareholders’ Meeting shall be presided over by the Vice Chairman or an appointee. The chair of
the Shareholders’ Meeting shall appoint one of the attendees to act as secretary.

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Paragraph 8. It shall be the exclusive responsibility of the Chair of the Meeting, subject to the rules
established in these Bylaws, to make any decision regarding the number of votes of each shareholder,
which decision may be immediately appealed to the Shareholders’ Meeting itself, in which decision
the interested party shall not vote.

Article 13. Before a shareholders’ meeting convenes, the attending shareholders shall be required to
sign the Shareholders’ Attendance List in the proper register, identifying themselves by name, place
of residence and number of shares of record.

Paragraph 1. The Chair of the Meeting shall close the Shareholders’ Attendance List promptly upon
convening the shareholders’ meeting.

Paragraph 2. Tardy shareholders appearing after the closing of the Shareholders’ Attendance List
shall be allowed to participate in the meetings but shall not be entitled to vote the shares on any
matter.

Article 14. The Company must begin the registration of the shareholders to take part in the
Shareholders’ Meeting at least forty-eight (48) hours in advance, it being the responsibility of the
shareholder to present: (i) certificate issued by the transfer institution for the book-entry shares
owned, in accordance of terms and conditions of Article 126 of Brazilian Corporate Law. This proof
shall be dated no later five days before the date of the Shareholders’ Meeting. The Company, at its
discretion, may dispense the presentation of this proof; and (ii) a proxy statement and/or documents
that evidence the powers of legal representation of the shareholder. The shareholder or its legal
representatives shall present the Shareholders’ Meeting documents that prove his or her identity.

Article 15. Unless otherwise provided by law, and giving due regard to the provisions of Article 7
and of paragraph 2 of Article 68 of these Bylaws, at Shareholders’ Meetings decisions shall pass by
the affirmative vote of holders of record of a majority of the shares represented at the meeting, not
computing abstentions.

Paragraph 1. Decisions taken in a shareholders’ meeting to amend or eliminate any of the provisions
set forth under Article 74, in particular where the effects thereof curtail shareholder rights under a
tender offer requirement, shall strictly adhere to the voting cap set forth in Article 7 of these Bylaws.

Paragraph 2. A Shareholders’ Meeting shall deliberate and decide only on matters included in the
order of business, such as announced in the related call notice, with no open-ended discussions.

Paragraph 3. The minutes of Shareholders’ Meetings shall be prepared based business transacted and
action taken at the meetings, certified by the proper officers and signed by the attending shareholders

Article 16. It shall be incumbent on shareholders convening in a Shareholders’ Meeting, among other
actions prescribed by law and these Bylaws, to decide on the matters set forth below:

(a) Review and judge the management report and financial statements;

(b) Determine the allocation of net income for the year and approve dividend distributions based on
the management proposal;

(c) Elect and remove the Directors and the members of the Fiscal Council, if active;

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(d) Set the aggregate compensation of the members of the Board of Directors and the Executive
Management Board, as well as the compensation of fiscal council members, if elected, having regard
for the provisions of Article 17;

(e) Approve stock option or stock award plans of any type concerning options attributable to officers,
employees and service providers of the subsidiaries;

(f) Approve profit sharing programs for management members giving regard to applicable legal
limits, and employee profit sharing plans, in accordance with the human resources policy of the
Company;

(g) Approve proposals for the Company to delist from the Novo Mercado listing segment or a going
private process ultimately resulting in cancellation of the registration as a public company;

(h) Based on a list of selected firms provided by the Board of Directors, appoint a specialized firm to
determine the economic value of the Company shares and prepare the valuation report, in the event
of a going private process for cancellation of the registration as a public company, or of delisting
from the Novo Mercado, as contemplated under CHAPTER VIII hereof;

(i) Suspend the rights of a shareholder, as provided under Article 120 of Brazilian Corporate Law
and Article 18 of these Bylaws;

(j) Approve acquisitions of ownership interest in other companies and/or associations or joint
ventures or consortia, where the value of any such interest is in excess of three times the Reference
Amount;

(k) Approve any disposition of the Company fixed assets or its trademarks that represent an amount
equal to or higher than three times the Reference Amount; and

(l) Approve transactions such as a merger with another company, a share-for-share merger, or a
consolidation or spin-off transaction, or a transformation of corporate type, or the dissolution of the
Company, for this purpose giving regard to any legally prescribed quorum to resolve, except where
the CVM may have authorized a lower quorum, such as foreseen under paragraph 2 of article 136 of
Brazilian Corporate Law; and

(m) Previously approve the negotiation, by the Company, of shares of its own issue in the events set
forth in the applicable law.

Article 17. The Shareholders’ Meeting shall set the aggregate compensation of the members of the
Board of Directors and Executive Management Board, and shall allocate the portion attributable to
each body.

Paragraph 1. Due regard given to the compensation allocation established by the Shareholders’
Meeting, as provided in the main provision of this Article, the Board of Directors shall set the
compensation of the CEO, and the latter shall determine the individual compensation of each Vice
President and of each Executive Officer.

Paragraph 2. The Directors and members of the Executive Management Board shall only be entitled
to profit sharing payments relative to years in which profits are sufficient to ensure the shareholders
are paid the mandatory dividend established under Article 202 of Brazilian Corporate Law.

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Article 18. Shareholders convening in a shareholders’ meeting shall be entitled to approve a
suspension of the rights, including voting rights, of any shareholder or Shareholder Group for
noncompliance with any legal or regulatory provision or the provision of these Bylaws.

Paragraph 1. In the event contemplated in this Article, shareholders individually or jointly
representing at least 5% of the outstanding shares shall be entitled to call a shareholders’ meeting to
decide on suspending the rights of a noncompliant shareholder if, having given reasoned notice
requesting the Board of Directors to do so, the latter were to let eight days elapse without calling the
meeting. The notice to the Board of Directors shall identify the event of noncompliance and the
noncompliant shareholder or Shareholder Group.

Paragraph 2. Any Shareholders’ Meeting that decides for suspending the rights of a shareholder or
Shareholder Group shall be responsible, among other things, for deciding on the extent and period
of suspension, provided, however, no such action may suspend a shareholder’s legally prescribed
rights to monitor corporate management and request information from management.

Paragraph 3. The suspension of rights shall cease as soon as the shareholder resumes compliance and
fulfills the obligation.

Article 19. Where a shareholder has or represents interests that conflict with the interest of the
Company in any matter submitted for consideration at a shareholders’ meeting, such shareholder
shall be required to abstain from interfering in the deliberations and voting the relevant motion.
Under article 115 of Brazilian Corporate Law, a shareholder that interferes in, or votes on any matter
in which he or she or it has or represents conflicting interest, shall be deemed to be acting in abuse of
voting power.
CHAPTER IV
MANAGEMENT
Section I – General Provisions for the Management Bodies
Article 20. The management of the Company is comprised by the Board of Directors and the
Executive Management Board.

Sole paragraph. The roles of Chairman and CEO of the Company are separate, and no person may
accumulate the two functions.

Article 21. The members of the Board of Directors and of the Executive Management Board shall take
office by signing the deed of investiture in the proper Company register, at which time they must
also sign the Statement of Consent from Directors and Officers required under the Novo Mercado
Listing Rules. The directors and officers must remain in office until their successors are appointed
and take office.

Sole paragraph. The directors and officers of the Company shall also be required to adhere to the
Disclosures and Securities Trading Policies issued by the Company by signing the relevant deed of
adherence.
Section II – Board of Directors
Subsection I – Composition
Article 22. Subject to the provisions of Article 87, the Board of Directors shall comprise at least seven

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and at most 11 members, elected by the Shareholders’ Meeting for unified two-year terms, removal
and reelection being permitted.

Paragraph 1. The Directors shall not hold positions in the Executive Management Board of either the
Company or its subsidiaries.

Paragraph 2. The Board of Directors shall adopt an Internal Regulation establishing its own operating
guidelines, rules on the rights and responsibilities of the Directors and the relationships with the Joint
Board of Officers, with the Executive Management Board and with other corporate bodies.

Paragraph 3. With regard to the voting process for election of Directors, it shall be incumbent on the
Chair of the Shareholders’ Meeting to determine the voting system by which the shareholders will be
polled, while having due regard for the provisions of Articles 23 and 24 of these Bylaws.

Paragraph 4. Unless upon a waiver pronounced at a Shareholders’ Meeting, the eligibility
requirements for candidate directors shall include those that are set forth below, in addition to the
requirements set forth under applicable Law and regulations.

(a) being over 25 years old;

(b) having an upstanding reputation and proficient knowledge of the functioning of the markets
operated by the Company and/or its subsidiaries, as well as other areas of knowledge required under
the Internal Rules of the Board of Directors;

(c) not having a spouse, domestic partner or relative to the second degree serving as director or officer
of, or employed with, the Company or any of its subsidiaries;

(d) not holding a position in any company deemed to be a competitor of the Company or its
subsidiaries, and neither having, nor representing any party that has, a conflict of interest with the
Company or its subsidiaries. A conflict of interest is presumed to exist relative to any person that,
cumulatively: (i) has been elected by a shareholder that has also elected a director in a competitor
company; and (ii) has ties arising from a ‘subordinate relationship’ with the shareholder voting for
his or her election; and

(e) having actual disposition to dedicate time and effort as member of the Board of Directors,
regardless of other positions the candidate may hold in other entities, whether as director and/or
executive.

Paragraph 5. For the purposes of item (d) of the above paragraph 4 of this Article 22, a Director shall
be deemed to have been elected by: (i) the shareholder of Shareholder Group whose individual votes
were sufficient to elect a Director; or (ii) the shareholder or Shareholder Group whose individual
votes were sufficient to elect a Director in a cumulative voting process (or would have been sufficient
based on the total of attendee shareholders, had the cumulative voting system been adopted); or (iii)
the shareholder or Shareholder Group whose individual votes were sufficient to meet the percentage
thresholds required under paragraph 4 of Article 141 of Brazilian Corporate Law, which allow for the
election of Directors in a separate voting process.

Paragraph 6. A majority of the Directors of the Company shall be Independent Directors, herein

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defined as persons that meet the following requirements:

(a) all of the independence standards established in the Novo Mercado Listing Rules and in CVM
Ruling No. 461/07, cumulatively; and

(b) not holding, and not having ties with any shareholder that holds, whether directly or indirectly,
ownership interest in 7% or more of the issued and outstanding shares of stock, or voting stock of
the Company.

Paragraph 7. Directors elected pursuant to paragraphs 4 and 5 of article 141 of Brazilian Corporate
Law shall also be deemed to serve in the capacity of Independent Directors, regardless of whether
they meet the independence standards established in this Article.

Paragraph 8. In addition to the requirements set forth in the preceding paragraphs, the members of
the Board of Directors shall at no time include more than one Director having ties with a holder of
permit for access to the Company’s markets, or having ties with the same entity, conglomerate or
economic group.

Paragraph 9. At least two (2) and at most four (4) directors of the Company shall be Directors
maintaining relationship with the holder of Permit for Access, selected amongst the holders of Permit
for Access with effective representativeness and leadership in the markets they operate.

Paragraph 10. For the purposes of this Article, having “ties” with a party is defined as:

(a) an employment relationship, or one arising from any agreement for provision of professional
services on a continuing basis or from participation in any management or advisory or deliberative
body or fiscal council of an entity;

(b) any direct or indirect ownership interest in excess of 10% of the issued and outstanding shares of
stock or voting stock of the Company; or

(c) a relationship established through a spouse, domestic partner or relative to the second degree.

Paragraph 11. Any Director that ceases to meet the eligibility requirements established in this Article,
due to a supervening event or circumstance unknown at the time of the election, shall be replaced
promptly upon disclosure of such event or circumstance.
Subsection II – Election
Article 23. Without prejudice to the provision of Article 24, a slate system shall be adopted in elections
of the members of the Board of Directors.

Paragraph 1. In the election provided for in this Article 23, only the following slates of candidates
may run: (i) those nominated by the Board of Directors, as advised by the Nominations and Corporate
Governance Committee; or (ii) those that are appointed by any shareholder or group of shareholders
in the manner provided for in paragraph 3 of this Article.

Paragraph 2. The Board of Directors, as advised by the Nominations and Corporate Governance
Committee shall, on the date the Shareholders’ Meeting that is to elect the members of the Board of
Directors is called, make available at the Company’s headquarters any statement signed by each of

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the members of the slate of candidates appointed, containing: (i) his or her complete identification
information; (ii) a complete description of his or her professional experience, including previous work
experience qualifications and academic qualifications; and (iii) information regarding disciplinary or
judicial proceedings in which a judgment of guilty has been entered under a final and unappealable
decision issued, in addition to information on instances of disqualification or inability to serve or
conflict of interest with the Company, if any, such as prescribed under Article 147, paragraph 3, of
Brazilian Corporate Law.

Paragraph 3. Where a shareholder or group of shareholders wishes to propose a different slate of
candidate nominations to the Board of Directors, it shall forward to the Board of Directors, jointly
with the proposed slate to be presented pursuant to the applicable regulation, statements signed
individually by the candidates they nominate, containing the information required in the preceding
paragraph, and the disclosure shall observe the terms of the applicable regulation.

Paragraph 4. Candidates nominated by the Board of Directors or any shareholder to serve as
independent directors shall be identified as such, due regard being given to the eligibility
requirements set forth in Paragraphs 6 and 7 of Article 22 of these Bylaws..

Paragraph 5. A single person may be nominated in two or more slates, including the one proposed
by the Board of Directors.

Paragraph 6. Any shareholder shall vote for just one slate, and the votes shall be computed in
compliance with the limitations provided for in Article 7. The candidates nominated in the slate that
receives the highest number of votes shall be declared elected.

Paragraph 7. Where the candidates are nominated individually, the voting system shall dispense with
the slate system and votes shall be cast relative to each individual candidate.

Article 24. In elections of the members of the Board of Directors, shareholders individually or jointly
representing interest in at least 5% of the outstanding shares are entitled to request adoption of
cumulative voting system, provided they so request at least 48 hours prior to the Shareholders’
Meeting.

Paragraph 1. Promptly upon receiving the request, the Company shall release notice thereof in the
Company’s Internet site advising shareholders that the election will take place in a cumulative voting
process, and shall forward the same information, via computer, to the CVM and B3.

Paragraph 2. On convening the meeting, the presiding officers shall determine the number of eligible
votes attributable to each shareholder or Shareholder Group, based on the signatures affixed to the
Shareholders’ Attendance List and number of shares of record, provided that for purposes of the
voting cap established in Article 7 of these Bylaws, the number of board seats to be filled in the
election shall be multiplied by the number of eligible votes, meaning votes not exceeding the cap
threshold of 7% of the outstanding shares.

Paragraph 3. Where the election of Directors adopts a cumulative voting process, the slate system
shall be dispensed with and votes shall be cast individually on the candidates nominated in slates
presented by the Board and shareholders according to Article 23, provided each candidate shall have
signed and presented to the meeting a statement containing the information required under

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paragraph 2 of Article 23 of these Bylaws..

Paragraph 4. Any shareholder or Shareholder Group shall be entitled to allot all of its votes to a single
candidate or spread out the votes among several. Candidates that receive the highest number of votes
shall be declared elected.

Paragraph 5. Where a tie is determined to have occurred for any given board seat, an additional
voting round shall take place after the number of eligible votes attributable to each shareholder or
Shareholder Group.

Paragraph 6. Where the election of Directors is carried out in a cumulative voting process, the
removal of one shall result in removal of all the Directors for a new election process to take place.
Otherwise, where a board seat becomes vacant, elections shall be held to elect the entire Board of
Directors in the next shareholders’ meeting taking place after the event.

Paragraph 7. Where the Company is under control of any individual controlling shareholder or
Shareholder Group, (pursuant to Article 116 of Brazilian Corporate Law), at elections of the members
of the Board of Directors shareholders representing 10% of the outstanding shares of shall be entitled
to request adoption of a separate voting system (plumping) for the election, as permitted under
paragraphs 4 and 5 of Article 141 of Brazilian Corporate Law. In this event the provisions of Article
23 of these Bylaws shall not apply.

Article 25. The Board of Directors shall appoint the Chairman and Vice Chairman from among its
members. The appointment shall take place in the first meeting held after the Directors take office or
in the first meeting after the vacancy of these positions.
Subsection III – Meetings and Substitutions
Article 26. The members of the Board of Directors shall hold ordinary meetings at least every two
months, according to a meeting calendar which the Chairman of the Board will release to the directors
on the first month of each year, and will hold extraordinary meetings as often as may be necessary,
upon being summoned as prescribed under paragraph 1 of this Article or two-thirds of its members.

Paragraph 1. The Chairman or the Vice Chairman, if the former is absent, shall issue call notices of
meetings of the Board of Directors.

Paragraph 2. The call notice for the meetings of the Board of Directors shall be in writing, by letter,
telegram, fax, e-mail or other manner which allows proof of receipt of the called notice by the
addressee, and must contain, in addition to the place, date and time of the meeting, and the agenda.

Paragraph 3. The meetings of the Board of Directors shall be convened with, at least, upon three days
‘notice. Regardless of the formalities for convening a meeting, the meeting shall be considered regular
when all of the members of the Board of Directors attend.

Paragraph 4. The Directors may take part in the meetings of the Board of Directors by conference call,
videoconference or by any other means of communication that allows the identification of the
Director and the communication with all of the other people present at the meeting. In this case, the
Directors shall be considered present at the meeting and must sign the respective minutes.

Paragraph 5. No member of the Board of Directors may have access to information, take part in

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decisions and discussions of the Board of Directors or any other management bodies of the Company
or of the companies controlled by it, exercise the right to vote or, in any way intervene in the matters
in which he or she, directly or indirectly, has a conflict of interests with those of the Company or of
its controlled companies, under the terms of the law.

Paragraph 6. The quorum for the instatement of the meetings of the Board of Directors, on first call,
shall be the absolute majority of its members. On second call, which shall be the object of a new
communication to the Directors in the manner described in paragraph 1 of this Article, sent
immediately after the date set for the first call, the meeting shall be instated with any number of
Directors present.

Paragraph 7. Except otherwise provided for in these Bylaws, the decisions of the Board of Directors
shall be taken by majority vote of the members present at the meetings. The Chairman of the Board
of Directors shall cast the deciding vote in case of tie.

Paragraph 8. The Company’s CEO, or his or her substitute, shall take part in the meetings of the Board
of Directors, but shall withdraw on request of the directors.

Article 27. Except otherwise provided for in paragraph 6 of Article 24 and observing the sole
paragraph of this Article, if there is a vacancy occurring in the membership of the Board of Directors,
the replacement shall be appointed by the other Directors based on a recommendation of the
Nominations and Corporate Governance Committee to serve until the next Shareholders’ Meeting,
when a new Director must be elected, who shall complete the term of office of the replaced Director.
Where there is a vacancy of the majority of positions of the Board of Directors, a Shareholders’
Meeting must be convened, within a maximum of 15 days from the event, to elect the alternates, who
must complete the terms of office of those being replaced.

Sole paragraph. In the event of vacancy in the position of Board Chairman, the Vice Chairman shall
fill in the position until such time as a new Chairman is elected.

Article 28. In cases of absence or temporary inability, the absent or temporarily impeded Director
may be represented in the meetings of the Board of Directors by another Director appointed in
writing, who, in addition to having his or her own vote, shall present the vote of the absent or
temporarily impeded Director.

Paragraph 1. If the Director to be represented is an (i) an Independent Director, the Director who
represents him or her must also fall within the classification of Independent Director; or (ii) a Director
who maintaining a relationship with the holder of Access Permit, the Director to represent him or her
must also be a Director maintaining a relationship with the holder of Access Permit.

Paragraph 2. In the event of absence or temporary inability of the Chairman of the Board, his or her
functions shall be provisionally filled in by the Vice Chairman or another director appointed by the
Vice Chairman.

Paragraph 3. In the event of absence or temporary inability of the Vice Chairman, the Chairman shall
appoint a replacement from among the other Directors.
Subsection IV – Responsibilities

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Article 29. The responsibilities of the Board of Directors include the following:

(a) determining the general business guidelines of the Company and its subsidiaries; including the
approval the annual budget and budget revisions of the Company and its subsidiaries; and setting
strategic plans and targets for future periods, overseeing execution;

(b) (i) electing and removing the members of the Executive Management Board, (ii) assessing the
CEO’s performance and assessing the performance of the other members of the Executive
Management Board (iii) establishing a succession plan regarding the CEO and assessing and
supervising the succession plan of the Board proposed by the Joint Board, as well as (iv) approving
the Executive Management Internal Rules having regard to the relevant provisions of these Bylaws;

(c) overseeing management of the Executive Management Board; examining the books and records
of the Company at any time, requesting information on previous or impending transactions and any
other management acts;

(d) deciding on the convening of the Shareholders’ Meetings;

(e) submitting the Management Report and accounts, and the annual financial statements to the
Shareholders’ Meeting, along with its recommendations;

(f) presenting to the Shareholders’ Meeting the proposal on allocation of the net income for the year;

(g) granting prior authorization for the execution of agreements of any kind, as well as settlements
or waivers of rights, which in any event imply liabilities for the Company at amounts in excess of the
Reference Amount, as defined in the sole paragraph of this Article, to the extent they have not been
contemplated in the annual budget, except however for the agreements set forth in item (k) of Article
37;

(h) granting prior authorization for investments of a single nature not contemplated in the annual
budget and whose aggregate amount exceeds the Reference Amount, subject to the provisions of
letter (o) below;

(i) granting prior authorization for any loan, financing, bond issuance, or cancellation of simple, non-
convertible debentures not secured by collateral, or for the giving of collateral or personal guarantees
by the Company on behalf of its subsidiaries, where the amount involved is in excess of the Reference
Amount and the transaction has not been contemplated in the annual budget;

(j) authorizing the Executive Management Board to acquire or dispose of, or also to give collateral or
create liens of any kind on permanent assets of the Company, where the amount involved implies
liability in excess of the Reference Amount and the transaction has not been contemplated in the
annual budget;

(k) granting prior authorization for the Company or a subsidiary to enter into partnership or
shareholders agreements involving the Company or its subsidiaries;

(l) deciding on the voting instructions where the Company is to attend shareholders’ meetings (a) of
controlled companies, for any matters where the Company’s interest value is in excess of the
Reference Amount; and (b) of any entities in which the Company holds ownership interest, for

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strategic matters.

(m) appointing the managers of the subsidiaries whenever the amounts of the equity interests of the
Company exceed the Reference Value, it being understood that unless otherwise decided by 75% of
the Directors, the appointment of the lead executives will coincide with that of the Chief Executive
Officer;

(n) deciding on proposals for the Company to repurchases of its own shares whether for the shares
to be kept as treasury stock or for cancellation or subsequent reissue;

(o) deciding on the Company’s membership in philanthropic associations and organizations, where
the amount involved is in excess of the Reference Amount or whenever the interest represents the
acquisition of control of the investee, irrespective of the value of the equity interest, except with
respect to interests involved by the Company’s financial investment policy and those referred to in
letter (j) of Article 16;

(p) granting authorization, regarding values equal to or greater than 10% of the Reference Value
established in Bylaws, for the Company to guarantee third-party obligations, except in relation to
obligations of entities controlled by the Company or entities in which the Company participates as
founder or supporting entity;

(q) defining the three nominations list of selected specialized firms, proposed for a valuation of the
Company shares and preparation of the valuation report, in the event a tender offer is to be
conducted in a going private process (and cancellation of the public company registration) or for the
Company to delist from the Novo Mercado, as provided in paragraph 2 of Article 65 of these Bylaws;

(r) deciding on distributions (for payment or crediting to shareholders) of interest on shareholders’
equity, pursuant to applicable legislation;

(s) appointing and removing the independent auditors, while giving regard to item (a) of Article 47,

(t) appointing the members of standing Advisory Committees from among the Directors, and the
members of other committees or temporary working groups established by the Board of Directors;

(u) within fifteen (15) days after the announcement of any tender offer initiated for shares issued
by the Company, expressing its support of, or opposition to, the offer in a reasoned opinion to be
released to the market, which must advise the shareholders at least with regard to (i) the timing
and convenience of the bid vis-à-vis the shareholders’ interests and the liquidity of their shares; (ii)
the impact of the offer on the business interests of the Company; (iii) the bidder’s strategic plans
for the Company, as released; and (iv) any other points of consideration the Board may deem
relevant, in addition to providing the information required under applicable CVM rules; and

(v) judge resources in the assumptions provided for herein, in the Internal Rules of the Board of
Directors or regulations, in according to the proceeds established in the Board of Directors Internal
Rules.

Paragraph 1. For purposes of these Bylaws, the Reference Amount shall equal 1% of the net equity
value of the Company, as determined at the end of the immediately preceding year.

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Paragraph 2. Any election of member(s) or change in the Products and Pricing Committee’s
composition shall be conditional upon the affirmative vote of ninety percent (90%) of the members
of the Board of Directors.

Article 30. The Board of Directors shall also have powers to:

(a) approve the Market Access Regulations, as well as rules governing admission, suspension and
exclusion of Access Permit holders, in addition other regulatory rules designed to regulate and define
transactions in debt or equity securities, bonds and derivatives contracts admitted for trading and/or
registration, as carried out in any of the trading, registration, clearing and settlement systems
operated by the Company and its subsidiaries;

(b) approve rules related to issuer registration and listing, admission for trading, suspension and
delisting of debt or equity securities, bonds and derivatives contracts, as applicable;

(c) approve the regulations applicable within the scope of any clearing house operated by the
Company and their clearing, settlement and registration systems;

(d) approve the Company’s over-the-counter business and credit support transactions guideline
(“Over-the-Counter Business and Credit Support Transactions Guideline”);

(e) approve the product and service pricing policy guidelines referred to in article 35, letter (g), items
(i), (ii), (iii) and (iv) (“Product and Service Pricing Policy Guidelines”);

(f) approve the Code of Ethics applicable to Participants with access to markets operated by the
Company, which code will provide rules of ethical conduct necessary to ensure proper market
functioning and high standards of business conduct, in addition to approving rules to regulate the
operation and composition of the Ethics Committee, and electing the Committee members;

(g) establish the penalties that may apply to breaches of the rules approved by the Board of Directors;

(h) order the full or partial recess of the markets administered by the Company and by its
subsidiaries, where a gross emergency situation has been recognized that may affect the normal
functioning of market activities, immediately communicating the decision, duly founded, to the
CVM;

(i) approve the annual report on operational risk controls and the business continuity plan of the
Company and of its subsidiaries;

(j) decide concerning the creation, allocation and maintenance of funds and the other safeguarding
mechanisms, for the operations performed in the systems and markets administered by the Company
and its subsidiaries, regulating the situations and procedures for their use.

Paragraph 1. The Board of Directors may delegate to the Joint Board of Officers of the Company the
setting of technical and operating criteria that complement the rules and regulations stated in items
(a), (b) and (c) of this Article.

Paragraph 2. Any amendment to the Over-the-Counter Business and Credit Support Transactions
Guideline and to the Product and Service Pricing Policy Guidelines referred to in Article 35, letter (g),

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items (i), (ii), (iii) and (iv) shall rely on the affirmative vote of ninety percent (90%) of members of the
Board of Directors.
Section II – Executive Management Board
Article 31. The Executive Management Board is the body that represents the Company, having the
power to perform all acts of the management of corporate business. Each of the members of the
Executive Management Board, within the scope of their duties and attribution as set forth in these
Bylaws and/or defined by the Board of Directors has the power to: (i) observe and enforce the terms
and conditions of these Bylaws, the decisions of the Board of Directors and of the Shareholders’
Meeting; (ii) perform, within its powers, all of the acts necessary for the ordinary operation of the
Company and consecution of the corporate purpose, and (iii) coordinate the activities of the
Company’s subsidiaries.

Article 32. The Executive Management Board shall be comprised of at least six and up to twenty
Officers, one being the CEO, up to 5 Vice Presidents and up to 14 Executive Officers. All of the
members of the Executive Management Board are elected and removable by the Board of Directors,
with a term of office of two years, with reelection to consecutive terms of office being permitted.

Paragraph 1. It shall be incumbent upon the Vice Presidents and the Executive Officers to assist and
support the CEO in the management and coordination of the Company’s business and to engage in
the activities relating to the duties attributed to them by the Board of Directors or by these Bylaws, as
the case may be, individually or collectively.

Paragraph 2. It shall also be incumbent upon the Vice Presidents to guide and coordinate the actions
of the Executive Officers who directly report to them based on the Company’s organization structure.

Paragraph 3. At the time of the annual shareholders’ meeting that convenes to review and judge the
financial statements related to the year during which he or she reaches the age of sixty-five (65), the
CEO shall step down from his or her office, unless otherwise authorized by the Board of Directors,
as an exception to this retirement age rule.

Paragraph 4. The Board of Directors shall designate, as proposed by the Company’s CEO, from
among the Vice Presidents or Executive Officers of the Company, the one who shall perform the
functions of Investor Relations Officer.

Article 33. The members of the Executive Management Board work for the Company on an exclusive
dedication basis and are not permitted while in office to have ties (as defined in paragraph 10 of
Article 22): (i) with holders of a permit for access to the Company’s markets, (ii) with a shareholder
or Shareholder Group owning interest in 5% or more of the issued and outstanding shares of voting
stock of the Company, (iii) with any institution that is a participant in the Brazilian or other
international securities distribution system, (iv) with other public companies; (v) with portfolio
management firms, and (vi) with institutional investors.

Article 34. The eligibility to serve as CEO of the Company shall require a candidate to meet all
applicable legal and regulatory requirements, the requirements of paragraph 4 of Article 22 as well
as those which are set forth under the sole paragraph of Article 20 and paragraph 3 of Article 32 of
these Bylaws.

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Paragraph 1. The Company’s CEO shall nominate all candidate Vice Presidents and Executive
Officers for appointment by the Board of Directors. If the Board of Directors fails to approve any of
the nominees, additional nominations will be made until they meet with the approval of the Board
of Directors.

Paragraph 2. The CEO may suspend from office any Vice President or Executive Officer of the
Company pending a decision of the Board of Directors on his or her removal from office.

Article 35. The Company’s CEO has the following powers, additionally to the other attributions
established in these Bylaws:

(a) convene and chair the meetings of the Joint Board of Officers;

(b) propose to the Nominations and Corporate Governance Committee, for subsequent
recommendation to the Board of Directors, the composition of the Executive Management Board, as
well as the attributions of the Vice Presidents and of the Executive Officers who directly report to
them, according to the Company’s organization structure;

(c) guide and coordinate the activities of the Vice President and Executive Officers who directly
report to them, according to the Company’s organization structure;

(d) undertake the general planning of the Company and of its subsidiaries;

(e) approve the organizational structure of the Company, contracting and controlling the executive
staff, the technicians, auxiliaries and consultants it believes are convenient or necessary, defining
positions, functions and compensation and setting their duties and powers, observing the directives
imposed by the budget approved by the Board of Directors;

(f) create other Technical Committees, Consulting or Operating Committees, Technical Commissions
for the Customization, Classification and Arbitration, workgroups and advisory bodies relating to
issues for which he or she is exclusively liable, defining their composition, roles and responsibilities;

(g) according to the limits established by this item, determine prices, charges, compensation,
commissions and contributions and any other costs to be charged to holders of Access Permits and
to third parties, for the services arising from the compliance of the functional, operating, regulatory,
supervision and classifying services of the Company, ensuring their broad disclosure to interested
parties; In case of change of prices (i) of the traded derivative and over-the-counter products
referenced to: a) registered interest rate in Reais; b) foreign exchange coupon rate from Reais to US
Dollars; c) foreign exchange rate from Reais to US Dollars; and d) IBOVESPA; (ii) for registration of
bank raising products; (iii) of the services relating to the Financing Unit (vehicles segment and real
estate segment); and; and (iv) of any other product and/or services the Pricing and Products
Committee so requires, the CEO shall be liable for the fixing thereof upon consultation with the
Pricing and Products Committee The Board of Directors shall decide on the matters involving price
fixing whenever there is any divergence between the CEO’s proposal and the Pricing and Products
Committee’s proposal;

(h) determine the securities, certificates, including ownership certificates and respective
encumbrances, and contracts that shall be admitted for trading, registration, clearing and settlement

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in the environment and systems administered by the Company, as well as to determine the
suspension or cancellation of the trading, registration, clearing and settlement of these securities and
contracts;

(i) supervise in real-time and inspect the transactions traded and/or registered in any of the trading,
registration, clearing and settlement systems under the Company’s surveillance;

(j) take measures and adopt procedures to prevent the realization of operations that may constitute
breaches of legal and regulatory rules, compliance with which is a duty of the Company to oversee;

(k) in cases of gross emergencies, to declare the total or partial recess of the markets under the
Company and its subsidiaries’ surveillance, immediately communicating the decision to the Board
of Directors and the CVM;

(l) decide on the granting of the Access Permits, this decision being subject, within thirty (30) days,
to a request for review to the Board of Directors, which must provide a definitive decision on the
subject, observing the provisions in the law in effect;

(m) decide concerning the suspension and the cancellation of the Access Permits, as well as to analyze
the cases where there is a change in the control and recommendations of new administrators of
companies that are holders of Access Permits;

(n) prevent the performance of the operations in negotiation, registration, clearing and settlement
systems of the Company, when there is evidence that these may constitute breaches of the legal and
regulatory rules with which compliance is a duty of the Company to oversee;

(o) cancel trades and/or registration of any of the negotiation, registration, clearance or settlement of
any transactions undertaken at the environment and systems of the Company, even if they are not
yet liquidated, as well as suspend their liquidation, in case of infraction to the legal and regulatory
rules overseen by the Company;

(p) immediately inform the CVM of the occurrence of events that affect, even if only temporarily, the
operation of the markets under the Company’s surveillance, and

(q) send to the CVM, within the deadline and in the manner specified by it, the information and the
reports relating to the operations performed and/or registered in any of the negotiation, registration,
compensation and liquidation systems of the Company.

Paragraph 1. The decisions taken by the CEO in exercising the powers that are dealt with in lines (l)
to (o) of the main provision of this Article, may be appealed, by any interested party, to the Board of
Directors.

Paragraph 2. The period for and the effects of filing an appeal provided in paragraph 1 of this Article,
as well as the other situations where an appeal is appropriate, shall be established by the Board of
Directors.

Subsection I – Joint Board of Officers

Article 36. The Joint Board of Officers is exclusively composed of the Company’s CEO and the Vice

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Presidents.

Article 37. The responsibilities of the Joint Board of Officers include the following:

(a) propose to the Board of Directors the rules and composition of the Joint Board of Officers and of
the Executive Management Board;

(b) propose to the Nominations and Corporate Governance Committee the attributions of the
Executive Officers to be recommended to the Board of Directors.

(c) authorize the opening or closing and moving of branches, agencies, deposits, offices or any other
establishment of the Company in Brazil or elsewhere;

(d) submit annually, for the consideration of the Board of Directors, the Management Report and the
financial statements, accompanied by the independent auditors’ report, as well as the proposal on
allocation of net income for the year;

(e) prepare and propose to the Board of Directors the annual budget, multi-year budgets, strategic
plans, expansion plans and investment programs;

(f) grant prior authorization for the Company or any subsidiary to acquire or dispose of movable
assets or real property assets, to establish possessory lien or non-possessory lien or other
encumbrances on these assets, or to take out a loan, or agree a financing arrangement, or give security
interest or personal guarantees, for an amount representing liability below the Reference Amount
provided in the sole paragraph of Article 29;

(g) approve, based on the Regulations approved by the Board of Directors, the operating rules
relating to the markets administered by the Company and by its controlled companies, as well as to
the Company’s Houses and their systems providing registration, clearing and settlement services;

(h) review, at its sole discretion, the decisions and the resolution processes of the Market Risk
Technical Committee and the Credit Risk Technical Committee;

(i) authorize the Company to enter into and/or renew liquidity facility transactions, whether or not
collateralized, and/or asset monetization schemes with the aim of ensuring timely compliance with
obligations of the Company related to its activities as central counterparty clearing, regardless of the
amount involved in the transaction;

(j) create committees, working groups and assistance bodies, defining their operation, composition,
roles, attributions and liabilities;

(k) resolve, except for the interests resulting from the Company’s financial investment policy and
subject to the provisions of Article 3, on the holding of interest by the Company in other companies,
as well as in charity associations and organizations, whenever the amounts involve are lower than
the Reference Amount and whenever they do not represent acquisition of the control of the investee;

(l) appoint managers of the controlled companies whenever the amounts of the Company’s interest
are lower than the Reference Amount, as well as of the other companies and associations in which
the Company holds interest, irrespective of the amount of the interest;

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(m) instruct the vote to be cast by the Company in the Shareholders’ Meetings (i) of the controlled
companies, in ordinary matters, whenever the amounts of interest of the Company are lower than
the Reference Amount, and (ii) of the other companies and associations in which the Company holds
interest for non-strategic matters, irrespective of their amount;

(n) approving the hiring of a registrar to provide securities bookkeeping services;

(o) propose to the Board of Directors the regulatory rules that shall govern and define the operations
performed with the securities, certificates, including ownership certificates and respective
encumbrances, and contracts admitted for trading in the systems administered by the Company or
by its subsidiaries and/or listed in any of their respective trading, registration, clearing and settlement
systems;

(p) determine special procedures for any operations performed and/or registered in any of the
negotiation, registration, clearance or settlement systems of the Company, as well as to establish
conditions for their liquidation;

(q) decide on any matters not included within the scope of exclusive authority of the Shareholders’
Meeting or the Board of Directors, with due regard for the individual attributions of each member of
the Executive Management Board; and

(r) decide on any other matter attributed to it by the Board of Directors.

Paragraph 1. The Market Risk Technical Committee referred to in item (i) of this Article shall be
comprised by Executive Officers and other Company’s employees appointed by the Joint Board of
Officers and shall have the attribution of resolving on the following matters: (i) analysis of the
macroeconomic scenario and related risks to the markets in which the Company participates; (ii)
definition of the criteria and parameters to calculate margin values; (iii) definition of the criteria and
parameters for the valuation of assets received as collateral; (iv) fixation of the types and amounts
of collateral used in the stock exchanges and/or registered in any trade, registration, settlement or
clearing systems under the Company and its subsidiaries’ surveillance, to be used, inclusive, for
opened contracts; (v) policy for deposited margin surveillance; (vi) analysis of the market leverage;
(vii) analysis and recommendation of solutions for the enhancement of the risk management
systems; and (viii) preparation of any other analysis related to the abovementioned activities.

Paragraph 2. The Credit Risk Technical Committee mentioned in item (i) of this Article shall be
comprised by Executive Officers and other Company’s employees appointed by the Joint Board of
Officers and shall have the responsibility of resolving on the following: (i) define the criteria, limits
and parameters to control the credit risk of the Access Authorization holders and other participants;
(ii) the risk limits ascribed to the participants of the Company’s clearings; (iii) follow up and assess,
from time to time, of the counterparty’s risk represented by the Access Authorization holders and
other participants; (iv) define the criteria and parameters for demanding additional guarantee from
the participants, whenever that is the case; and (v) carry out other analysis and resolutions deemed
necessary on the matters described in the previous items.

Article 38. The Joint Board shall validly meet with the presence of a majority of its members and,
subject to the provisions of article 39 below, shall pass resolutions by the vote of a majority of those

242
present; the CEO shall be entitled to a casting vote.

Sole Paragraph. The General Counsel of the Company or his alternate shall participate, without
voting rights, in the meetings of the Joint Board and be absent therefrom when requested.

Article 39. The decisions listed below shall be made at meetings of the Joint Board at which the Vice
Presidents who are directly or indirectly in charge of the respective duties, as may be defined by the
Board of Directors, are present:

(a) declaration of default of a participant linked to any of the Transaction Registration, Clearance and
Settlement Chambers and definition of the applicable measures, in accordance with the applicable
regulations;

(b) definition of the operating, credit and risk limits to direct or indirect participants of the
Transaction Registration, Clearance and Settlement Chambers, whether acting individually or in a
group, subject to the specific procedures of each one of them;

(c) definition of common procedures for the Transaction Registration, Clearance and Settlement
Chambers, as well as of procedures for integration of the latter with trading and integration
environments of risk and guarantee systems; and

(d) definition to the holders of Access Authorizations or their clients of the partial or total settlement
of outstanding positions in one or more markets.

Sole paragraph. The decisions mentioned in this article may be delegated to a committee established
by the Joint Board for the exercise of such duties, subject to the participation of the Vice Presidents
and/or Executive Officers of the areas in charge.
Subsection II – Replacements and Vacancies in the Executive Management Board
Article 40. The CEO shall be substituted: (i) in the event of absence or inability for a maximum 30-
day period, by a Vice President or Executive Officer appointed by him; (ii) when on leave for over 30
days and less than 120 days, by a Vice President or Executive Officer appointed by the Board of
Directors at a meeting called specifically for this purpose; and (iii) when on leave for 120 days or
more, or when vacancies fall open, the Board of Directors shall be convened to elect the new CEO
pursuant to the proceedings established in these Bylaws.

Article 41. The Vice Presidents shall be substituted: (i) for absence or inability or leave of absence for
a period not exceeding 120 days, by another Vice President or Executive Officer appointed by the
CEO; and (ii) when the absence if for a period of 120 days or more, or there is a vacancy, the Board of
Directors shall be convened to elect the new Vice President, under the procedures established in
paragraph 1 of Article 34.

Article 42. The Executive Officers shall be substituted: (i) for absence or inability or leave of absence
for a period not exceeding 120 days, by another Vice President or Executive Officer appointed by the
CEO; and (ii) when the absence is for a period of 120 days or more, or there is a vacancy, the Board
of Directors shall be convened to elect the new Executive Officer, under the procedures established
in paragraph 1 of Article 34.
Subsection III - Company Representation

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Article 43. Except as otherwise provided in the paragraphs of this Article, the Company shall be
represented and shall only be deemed bound by an act or signature:

(a) of the CEO jointly with a Vice President or Executive Officer;

(b) of two Vice Presidents;

(c) of the CEO or any Vice President or Executive Officer jointly with an attorney-in-fact with specific
powers; or

(d) of two attorneys-in-fact with specific powers.

Paragraph 1. No acts for which these Bylaws require prior authorization from the Board of Directors
shall be valid without this approval.

Paragraph 2. The Company may be individually represented by the CEO, a Vice President or an
attorney-in-fact holding specific powers to:

(a) represent the Company in routine activities performed outside the Company’s principal place of
business;

(b) represent the Company at Shareholders’ Meetings and meetings of the partners at companies in
which the Company holds an interest;

(c) represent the Company in court, except for acts that entail waiving rights; or

(d) represent the Company in simple administrative routines, including those related to public
agencies, mixed-capital companies, boards of trade, labor courts, the National Social Security
Institute (Instituto Nacional do Seguro Social), or INSS, the Employee’s Time in Service Guarantee Fund
(Fundo de Garantia do Tempo de Serviço), or FGTS, and banks receiving such payments and other
activities of a similar nature.

Article 44. Powers of attorney shall always be granted or revoked by 2 members of the Joint Board,
establishing the powers of the attorney-in-fact and, except powers of attorney issued for judicial
purposes, these powers shall always be granted for a limited period.
Section IV - Ancillary Administrative Bodies
Article 45. The Company shall have the following mandatory standing committees to advise the
Board of Directors:

(a) Audit Committee;

(b) Nominations and Corporate Governance Committee;

(c) Intermediation Industry Committee;

(d) Pricing and Products Committee;

(e) Compensation Committee;

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(f) Finance and Risk Committee; and

(g) Chamber Services Management Committees.

Paragraph 1. The Committees shall likewise perform their functions with regard to companies in
which the Company has an interest.

Paragraph 2. The Board of Directors may establish additional committees charged with advising
Management on specific matters of limited scope, for a limited time period. In this event, the Board
will also appoint the committee members.

Paragraph 3. The Board of Directors shall also regulate the operation and establish the compensation
of the committee members.

Subsection I - Audit Committee

Article 46. The Audit Committee is established as a standing board advisory committee whose
membership shall be composed of up to six independent members. No more than two audit
committee members shall be Independent Directors; the other members shall be external independent
members (“External Members”) and fulfill the requirements set forth in paragraph 3 of this Article
46. At least one audit committee member shall be required to have recognized experience in corporate
accounting.

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

Paragraph 2. Where two (2) Independent Directors are appointed to serve as Audit Committee
members, one shall serve for a one-year term only, reelection not being permitted.

Paragraph 3. The External Members of the Audit Committee shall meet the following requirements:

(a) being knowledgeable or well experienced in auditing, compliance and controls, accounting and
taxation and other related matters;

(b) holding no position in the Board of Directors or Executive Management Board of the Company
or its subsidiaries;

(c) holding no interest in Company shares, including no interest held by a spouse or domestic
partner;

(d) holding no controlling or minority interest in, and not acting as, management member or
employee of, a shareholder of the Company or its subsidiaries;

(e) in the 12-month period preceding their appointment, not having had ties with: (i) the Company,
its subsidiaries or, as the case may be, its direct or indirect controlling shareholders or companies
under common (direct or indirect) control; (ii) any of the directors and officers of the Company and
its subsidiaries or, as the case may be, their direct or indirect controlling shareholders; (iii) holders

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of permits for access to markets the Company operates; and (iv) a shareholder or Shareholder Group
holding an interest in 10% or more of the issued and outstanding shares of voting stock of the
Company; and

(f) not holding at the time, and in the 5 year period preceding their appointment not having held, a
position as: (i) officer or employee of the Company, its subsidiaries and affiliates or, as the case may
be, its direct or indirect controlling shareholders or companies under common (direct or indirect)
control; or (ii) member and lead auditor of the audit team in charge of auditing the financial
information of the Company;

(g) not being a spouse, or lineal or collateral blood relative to the third degree, or relative by affinity
to the second degree, of any of the persons alluded to in item (f) above; and

(h) fulfill the requirements set forth in paragraphs 4 and 5 of Article 22 of these Bylaws and those of
article 147 of Brazilian Corporate Law.

Paragraph 4. While in office, committee members may be replaced in the following circumstances:

(a) death or resignation;

(b) unjustified absence at 3 consecutive or 6 nonconsecutive meetings over a one-year period; or

(c) pursuant to a well-founded decision of the Board of Directors passed with the affirmative vote of
at least five (5) Directors, a majority of whom must fulfill the requirements in paragraph 6 of Article
22.

Paragraph 5. If a committee seat should become vacant, the Board of Directors shall elect a person to
conclude the term of the outgoing member, as recommended by the Nominations and Corporate
Governance Committee.

Paragraph 6. After stepping down, regardless of length of time previously served, a former
committee member may only be reappointed to a committee seat after at least three (3) years shall
have expired from the end of the relevant term.

Article 47. Without prejudice to the provisions of Paragraphs 1 and 2 of this article, the Audit
Committee shall report to the Board of Directors. The responsibilities of the Audit Committee include,
among other things:

(a) making recommendations to the Board of Directors regarding the retention or replacement of the
independent auditors of the Company, and advising the Board on retaining the independent
auditing firm to perform non-audit services;

(b) supervising the activities of the independent auditors to evaluate (i) their objectiveness
(independence standard); (ii) the quality of their services; and (iii) their suitability vis-à-vis the
Company’s requirements;

(c) supervising the work of the internal auditors of the Company and its subsidiaries, monitoring the
effectiveness and adequacy of the internal audit structure, and the quality and integrity of the
internal and independent auditing processes, performing a yearly assessment of the performance of

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the chief internal auditor, and making improvement recommendations to the Board of Directors, as
may be necessary;

(d) supervising the financial reporting activities of the Company and the subsidiaries;

(e) supervising the internal controls activities of the Company and the subsidiaries;

(f) monitoring the quality and integrity of the quarterly financial information, and of the annual and
interim financial statements prepared by the Company and its subsidiaries, making
recommendations as may be necessary;

(g) monitoring the quality and integrity of the internal control mechanisms of the Company and the
subsidiaries, making recommendations to improve policies, practices and processes, as may be
necessary;

(h) evaluating the effectiveness and adequacy of risk control and risk management systems,
including as related to legal, tax and labor risks;

(i) advising the Board of Directors, prior to release, about the annual internal audit report that
assesses the internal controls structure and enterprise risk management system of the Company;

(j) on request of the Board of Directors, making recommendations on management proposals to be
put forward to the Shareholders’ Meeting regarding changes to the capital stock (share issues),
issuance of debentures or warrants, the capital expenditure budgets, dividend distributions,
transformation of corporate type, or merger, consolidation or spin-off transactions; and

(k) monitoring the quality and integrity of data and measurements released on the basis of adjusted
financial or other information, which add information unanticipated in the customary financial
reporting structure;

(l) monitoring and assessing risk exposures incurred by the Company, for this purpose being
permitted to request detailed information on policies and processes related to (i) management
compensation; (ii) use of Company assets; and (iii) expenses incurred by the Company;

(m) working in cooperation with management and the internal auditors to monitor and assess the
internal audit department of the Company, and the adequacy of transactions with related parties
carried out by the Company and the related documentation;

(n) advising the Board of Directors on matters the directors may refer to the committee and any other
matter the latter may consider of importance.

Paragraph 1. The Audit Committee shall prepare an annual report in summary form which will be
released in conjunction with the annual financial statements, which report shall contain at least the
following information: (i) the activities performed in the period, its findings and recommendations;
(ii) an evaluation of the effectiveness of the internal controls and risk management systems adopted
by the Company; (iii) a description of recommendations made to management and evidence of
implementation; (iv) an evaluation of the effectiveness of both internal and independent audit work;
(v) an evaluation of the quality of the financial reports and the internal audit report regarding internal
controls and risk management processes prepared for the period; and (vi) any instance denoting

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significant disagreement between the committee and management or the independent auditors
relative to the financial statements of the Company.

Paragraph 2. The Coordinator of the Audit Committee or, in his absence or inability, another
committee member designated by him, shall meet with the Board of Directors at least on a quarterly
basis to report on the committee activities. Where necessary or convenient, the Coordinator or, as the
case may be, his designated substitute, shall invite other committee members to join him at the
meeting with the Board.

Paragraph 3. The Audit Committee shall be assured proper channels to receive claims of improper
practices within the scope of the activities it oversees, including confidential, internal or external
claims.

Article 48. The Audit Committee shall approve, by a majority of votes, the proposed Regulation to
govern its own operation, which it shall forwarded for approval by the Board of Directors.

Sole paragraph. In performing its functions, the Audit Committee shall be granted access to any
information it may require. The Audit Committee shall be functionally autonomous and operate on
funds appropriated in the budget, as approved by the Board of Directors, so it may carry out or order,
or retain external, independent consultants or specialists to perform, special evaluations, assessments
or investigations within the realm of the Committee’s responsibilities.
Subsection II – Nominations and Corporate Governance Committee

Article 49. The Board of Directors shall establish a Nominations and Corporate Governance
Committee, which shall comprise three or four members, at least two of them being independent
members.
Sole paragraph. With the main purpose of preserving the credibility and legitimacy of Company and
its subsidiaries, the Nominations and Corporate Governance Committee shall:
(a) Identify, recruit and nominate potential board members for election by the Shareholders’ Meeting,
due regard being given to applicable legal requirements and requirements of these Bylaws;
(b) Identify, recruit and nominate potential Board Advisory Committee members for appointment
by the Board of Directors persons, due regard being given to applicable legal requirements and
requirements of these Bylaws;
(c) identify, recruit and nominate potential replacements to fill in vacant Corporate Governance
Committee seats, whose term of office shall extend through to the date of the subsequent
Shareholders’ Meeting;
(d) Make recommendations to the Board of Directors about the membership and operations of the
Board. In making recommendations as to candidate directors that hold positions in other entities, per
indent “e” of paragraph 4 of Article 22 above, to pay careful attention to the time availability factor;
(e) Make recommendations to the Board of Directors about advisory committee or work groups
(commission) membership, in addition to conducting periodic reviews of the competencies and
qualifications required from Board members, including as to diversity of expertise and leadership
style;
(f) Support the Board Chairman in organizing a formal process of self-evaluation by each director
and the Chairman as individual members, and the Board as a collective body, which process is to
take place at least once every year having regard to the provisions of the Internal Rules of the Board
of Directors;

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(g) Support the Board of Directors in the process of recruiting and nominating the CEO, in addition
to supporting the latter in recruiting and nominating the other Vice Presidents and Executive
Officers;

(h) Make recommendations to the Board of Directors, upon a proposal from the CEO of the
Company, of the duties of the Vice Presidents and Executive Officers that report directly to the CEO,
according to the organizational structure of the Company;

(i) Make recommendations to the Corporate Governance, upon a proposal from the Joint Board, of
the duties of the Executive Officers that report directly to the Vice Presidents;

(j) Promote and monitor adoption of best recommended corporate governance practices, as well as
monitoring effectiveness of corporate governance processes, suggesting changes, updates and
improvements, as necessary;

(k) Prepare or update, for approval by the Board of Directors, the Corporate Governance Guidelines
and the governance documents of the Company (Regulations, Codes and Policies);

(l) Prepare, for approval by the Board of Directors, the Code of Conduct of the Company, which
shall apply to directors, executive officers, employees and other collaborators and providers of the
Company and its subsidiaries. The Code of Conduct shall be prepared based on the following
principles and Company values: ethical conduct, equality of rights, respect for diversity and
accountability;

(m) Promote and monitor practices aimed at preserving ethical and democratic values, while
ensuring transparency, visibility and access to markets managed by the Company and its
subsidiaries;

(n) Promote and monitor practices for dissemination amongst all Company constituencies of the
Company values and principles of protection of human rights, respect for diversity of gender, race
and faith, while promoting citizenship and social inclusion rights;

(o) Evaluate and make strategy recommendations that add or maintain value to the institutional
image of the Company;

(p) Use efforts to cause the Company to adequately prepare with sufficient advance to the succession
of its executives, particularly of its key executives, especially the CEO and the Vice Presidents; and

(q) Monitor business from the perspectives of sustainability and social responsibility, whereas
supporting the Board in perfecting the Company vision in this regard.

Subsection III – Intermediation Industry Committee

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Article 50. The Board of Directors shall establish a Committee of the Intermediation Sector, which
shall be comprised by at least 9 members, from which at least 1 and at most 2 shall be members of the
Board of Directors, whether independent or not, among which one shall exercise the duty of
Coordinator of the Committee, and up to 7 external members shall be designated among persons
with outstanding performance in the intermediation sector or with high capacity and wide
professional experience in matters related to such sector.

Paragraph One. From the external members, the following shall be elected to compose the Committee
of the Intermediation Sector: in addition to one independent member, persons representing at least
intermediary institutions (a) of small, medium and large size, (b) connected to Brazilian and foreign
economic groups, (c) focused on agribusiness, and (d) focused on institutional investors.

Paragraph Two. The Committee of the Intermediation Sector shall be responsible for:

(a) studying the matters under its authority and preparing proposals to the Company’s Board of
Directors, making available the material necessary for examination by the Board;

(b) preparing the internal regulations to discipline the operating rules for its operations and submit
it, as well as the respective amendments thereto, for approval by the Board of Directors;

(c) discussing and assessing the problems affecting the intermediary institutions participating in the
markets managed by B3; and

(d) proposing to the Board of Directors suggestions of actions for the purpose of contributing for the
strengthening of such intermediary institutions.

Subsection IV – Pricing and Products Committee

Article 51. The Board of Directors shall create a Pricing and Products Committee to be comprised of
at least 6 and at most 9 members, 2 of which shall be Independent Directors, and one shall exercise
the position of Coordinator of the Committee and up to 7 external members shall be designated
among persons (a) with notorious knowledge in treasury products, credit transactions and funds
management and (b) representing Brazilian or international financial institutions.

Paragraph One. The Products and Pricing Committee shall be responsible for:

(a) following up the plans for investments and development of stock exchange, over-the-counter and
credit transactions support products in order to guarantee the compliance of the Business Guideline;

(b) following up the development of the vehicle financing market, notably regarding the
development of the market share;

(c) following up the measuring and implementation of the expense synergy transfer policy for over-
the-counter products;

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(d) assessing the price structure of B3 comparing them to the prices practiced by the main
international stock exchanges;

(e) making pronunciations before the Board of Directors and the Joint Board regarding items “a” to
“d” above and before the Board of Directors regarding the proposal submitted by the CEO of the
Company to change the price of the products and services listed in Article 35, clause (g), items (i), (ii),
(iii) and (iv);

(f) proposing, at its discretion, to the CEO to consider changing the pricing and price structure of: (i)
traded derivative and over-the-counter products referenced to: (i.a) registered interest rate in Reais;
(i.b) foreign exchange coupon rate from Reais to US Dollars; (i.c) foreign exchange rate from Reais to
US Dollars; and (i.d) IBOVESPA; (ii) registration of bank capital raising products; (iii) services relating
to the financing unit (vehicles segment and real estate segment), and (iv) any other product and/or
service so demanded by the Committee;

(g) requesting the CEO to provide studies, opinions, technical analyses and information for the
purpose of changing prices affecting (i) traded derivative and over-the-counter products referenced
to: (i.a) registered interest rate in Reais; (i.b) foreign exchange coupon rate from Reais to US Dollars;
(i.c) foreign exchange rate from Reais to US Dollars; and (i.d) IBOVESPA; (ii) registration of bank
capital raising products; (iii) services relating to the financing unit (vehicles segment and real estate
segment), and (iv) any other product and/or service so demanded by the Committee; and

(h) assess any proposal to change the Products and Pricing Committee, notably those relating to the
composition, governance, duties and authorities and making pronunciations before the Board of
Directors regarding the proposed changes as well as any other duties established by the Board of
Directors in its Internal Regulations.

Subsection V – Compensation Committee

Article 52. The Board of Directors shall establish a Compensation Committee which shall be
composed of three members of the Board of Directors, two of whom shall be Independent Directors.

Paragraph 1. The Compensation Committee shall be responsible for:

(a) recommending to the Board of Directors, and revising annually, the standards and guidelines that
shape the policy, and the policy concerning compensation of the Company’s managers and of the
Committee members and members of other board advisory groups

(b) annually proposing to the Board of Directors the compensation of directors and officers of the
Company, for submission to the Shareholders’ Meeting;

(c) reviewing and submitting to the Board of Directors the goals and targets related to the Chief
Executive Officer compensation plan, as well as proposing to the Board of Director the evaluating
results of his or her performance;

(d) reviewing and submitting to the Board the CEO’s proposal on the goals and targets concerning
the senior executive compensation plans, and assessing the evaluation process implemented by the
CEO with respect to his or her subordinates, monitoring implementation of conclusions and

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resulting actions; and

(e) take action to ensure the Company adopts a competencies and leadership model which is in line
with its strategic plan, including with regard to talent attraction, retention and motivation.

Paragraph 2. The CEO of the Company will be invited to participate in Compensation Committee
meetings as often as may be necessary.

Subsection VI – Finance and Risk Committee

Article 53. The Board of Directors shall establish a Finance and Risk Committee composed of at least
four (4) members of the Board of Directors, from which at least 2 of them shall be Independent
Directors.

Sole Paragraph. The Finance and Risk Committee shall be responsible for:

(a) assessing and monitoring exposure to risks inherent to the different business activities of the
Company, with particular focus on structural and strategic risk management;

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

(c) specifically with regard to Central Counterparty Risk, presenting to the Board of Directors
periodic reports providing combined information regarding exposures to typical risk factors, the
quality of collateral taken, and the outcomes of cash flow stress tests;

(d) specifically with regard to Enterprise Risk, presenting to the Board of Directors periodic reports
providing information on the findings from monitoring activities concerning enterprise risk related
to the businesses of the Company with potential to adversely affecting its ability to accomplish the
corporate purposes;

(e) assisting the Board of Directors on their analysis of macroeconomic conditions and the potential
effects thereof on the financial position of the Company;

(f) monitoring and analyzing liquidity, cash flow, the indebtedness policy, the capital structure and
its shares buyback programs, as well as the risk factors to which the Company is exposed; and

(g) making recommendations to the Board of Directors about guidelines for the subjects covered by
Article 61 below, including by assessing proposals regarding allocations to capital reserves.

Subsection VII – Chamber Services Management Committees

Article 54. The Board of Directors may establish, based on article 45, paragraph 2, Chamber Services
Management Committees for each payment, settlement or custody chamber under the Brazilian
Payments System (SPB) with which the Company may enter into service agreements.

Paragraph 1. Each Chamber Services Management Committee shall comprise at least 4 members, 2
of whom shall be members of the Board of Directors, of whom 1 shall be an Independent Director,
the CEO, and 1 member appointed by the payment, settlement or custody chamber for which the

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committee was created.

Paragraph 2. Each Chamber Services Management Committee shall remain in operation as long as
the service agreement between the Company and the respective Chamber under the Brazilian
Payments System (SBP) is in force.

Article 55. The Chamber Services Management Committees shall be responsible for:

(a) monitoring the faithful performance by the Company of the service agreement entered into
between the Company and the respective payment, settlement or custody chamber; and

(b) when applicable, monitoring the proper operation of the operating systems administered by the
Company solely in connection with the service agreement entered into between the Company and
the respective payment, settlement or custody chamber under the Brazilian Payments System (SBP).

Article 56. The decisions of the Chamber Services Management Committees shall be approved by a
majority of their members before being submitted to the Board of Directors.

CHAPTER V
FISCAL COUNCIL

Article 57. The Company shall have a Fiscal Council, which shall be comprised of three to five
members, and the same number of alternates, with the powers and authority granted by Brazilian
Corporate Law and operating on a non-permanent basis. The Fiscal Council shall only be instated by
the Shareholders’ Meeting, upon request by shareholders representing the percentage required by
law or CVM regulations.

Paragraph 1. Fiscal Council members shall be elected by the Shareholders’ Meeting, which approves
its creation. Their term of office shall expire at the time of the Annual Shareholders’ Meeting
following their election.

Paragraph 2. If the Company is at any time controlled by a shareholder or controlling group, as
defined in Article 116 of Brazilian Corporate Law, Fiscal Council member elections shall be subject to
paragraph 4, Article 161, of Brazilian Corporate Law.

Paragraph 3. After the Fiscal Council is instated, instatement in office shall be registered in a specific
book, signed by the member of the Fiscal Council taking office, and by previous execution of the
Fiscal Council Member Statement of Consent according to the terms of the Novo Mercado Listing
Rules.

Paragraph 4. Members of the Fiscal Council shall be replaced by their respective alternates, when
absent they are or prevented from exercising the position. If a seat on the Fiscal Council falls vacant,
the respective alternate shall take up the position. If no alternate is available, a Shareholders’ Meeting
shall be convened to elect a member to conclude the term of office.

Paragraph 5. Members of the Fiscal Council shall receive compensation to be established by the
Shareholders’ Meeting, which, for each active member, shall be now lower than 10% of the average
amount paid to each Officer, not including benefits, representation fees and profit-sharing.

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CHAPTER VI
FISCAL YEAR, FINANCIAL STATEMENTS AND EARNINGS

Article 58. The financial year shall coincide with the calendar year. The financial statements required
by law shall be drawn up at the end of each financial year.

Paragraph 1. Alongside the financial statements for the year, the Company management bodies shall
present the Annual Shareholders’ Meeting a proposal on the intended use of net profits, in accordance
with the rules of these Bylaws and Brazilian Corporate Law.

Paragraph 2. In addition to the financial statements for the year, the Company shall also prepare
semi-annual financial statements and produce monthly balance sheets.

Article 59. Any accumulated losses and the income tax provision shall be deducted from the yearly
profit before any allocation to profit sharing payment can be made.

Sole paragraph. Provided the deductions referred to in this Article shall have been made, the
Shareholders’ Meeting may allocate to profit sharing payment attributable to management up to 10%
of the remaining net income, whereas giving regard to the restrictions foreseen by Brazilian
Corporate Law and these Bylaws.

Article 60. After the deductions contemplated in the preceding Article, 5% of the net profit for the
year shall be used to establish the Legal Reserve, due regard given to the thresholds established by
law.

Paragraph 1. After the allocation to the Legal Reserve, the net profit for the year, as adjusted for
allocations to contingency reserves or reversals thereof, if any, shall be allocated in the following
order: (i) at least 25% for distribution of the mandatory dividend to shareholders (which may be
limited to the amount of the realized net profit for the year, provided the difference shall be recorded
in an unrealized profit reserve); and (ii) without prejudice to the provision of paragraph 3 of this
Article, all net profit thus remaining shall be allocated to bylaws reserves for future investments in
the business and also for the special safeguard funds and other clearing and settlement mechanisms
adopted by the Company to ensure full completion (clearing and settlement) to transactions carried
out on its trading platforms or registered in its systems.

Paragraph 2. The total allocations to bylaws reserves contemplated in (ii) of the preceding paragraph
shall not exceed the capital stock amount.

Paragraph 3. Where in any year the Board of Directors deems the total amount allocated to bylaws
reserves pursuant to paragraph 1 of this Article to be sufficient to meet the purposes thereof, it may:
(i) propose net profit allocations to bylaws reserves at lower amounts than otherwise required under
in item (ii) of paragraph 1 of this Article; and/or (ii) propose a reversal of previously reserved funds
for the same to be distributed as dividends to the shareholders.

Paragraph 4. Upon giving due regard to the allocations contemplated in paragraph 1 of this Article,
and as permitted under Article 196 of Brazilian Corporate Law, the Shareholders’ Meeting may
decide to retain a portion of the yearly net profit consistent with the allocations foreseen in a
previously approved capital expenditure budget.

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Paragraph 5. The mandatory dividend set forth in item (i) of paragraph 1 of this Article may be
suspended in any year in which the Board of Directors reports at the Annual Shareholders’ Meeting
that the distribution would be inadvisable given the Company’s financial condition. The Fiscal
Council, if active, shall issue an opinion on the matter, and management, acting within five days after
the Shareholders’ Meeting, shall file a reasoned report with the CVM justifying the recommendation.

Paragraph 6. Any profits retained pursuant to paragraph 5 of this Article shall be recorded in a special
reserve and, if not absorbed by losses in subsequent years, shall be paid out as dividends, as soon as
the Company’s financial condition so allows.

Article 61. Upon resolution of the Board of Directors, the Company may:

(a) distribute dividends based on profits ascertained in the semi-annual balance sheets;

(b) prepare balance sheets for periods of shorter than six months and distribute dividends based on
the profits ascertained therein, provided that total dividends paid in each semi-annual period of the
financial year do not exceed the capital reserves mentioned in Article 182, paragraph 1, of Brazilian
Corporate Law;

(c) distribute intermediate dividends based on retained earnings account or existing profit reserves
in the most recent annual or semi-annual balance sheets; and

(d) credit or pay to the shareholders, by resolution of the Board of Directors, interest on shareholders’
capital, which shall be ascribed to the value of dividends to be distributed by the Company, and shall
be an integral part thereof for all legal purposes.

Article 62. Shareholders which not receive or claim dividends within a period of three years counted
from the date they were made available for distribution shall lose the rights to receive such dividends,
which shall revert to the Company.

CHAPTER VII
SHAREHOLDERS’ INTEREST MONITORING

Article 63. Without prejudice to the other provisions of these Bylaws, the Company, represented by
the Investor Relations Officer, shall monitor changes in shareholder ownership interest in order to
prevent and, as the case may be, report on violations of the obligations set forth in Articles 69 and 70
of these Bylaws (as per paragraph 1 of this Article), and present motion for the Shareholders’ Meeting
to impose penalty as provided in Article 76 of these Bylaws.

Paragraph 1. If, at any time, the Investor Relations Officer identifies a violation of any of the share
limit restrictions relating to any shareholder or Shareholder Group limits, he or she must, within a
maximum period of 30 days, report such circumstances on the Company website on the Internet and
report to: (i) the Chairman of the Board of Directors; (ii) the Chief Executive Officer; (iii) the members
of the Fiscal Council, if instated; (iv) B3; and (v) CVM.

Paragraph 2. The Investor Relations Officer, by his own discretion or in fulfillment to a request of a
regulatory entity, may require that any shareholder or Shareholder Group provides information on
ones or the group members’ direct and indirect ownership structure, composition of the group,

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including as the case may be, controlling block or corporate group (whether in fact or by law) in
which it or each of them belongs.

CHAPTER VIII
DISPOSITION OF CONTROL; GOING PRIVATE PROCESS (CANCELLATION OF PUBLIC
COMPANY REGISTRATION); DELISTING FROM NOVO MERCADO; PROTECTION OF
WIDESPREAD OWNERSHIP
Section I - Disposition of Control

Article 64. A Disposition of Control, whether implemented in a single or a series of successive
transactions, must be agreed under a condition precedent or dissolving condition that the Acquirer
of Control undertakes to conduct a tender offer to purchase the shares of all other shareholders in
accordance with the conditions and deadlines prescribed by applicable legislation, and in the Novo
Mercado Listing Rules, so as to ensure all shareholders are extended equal treatment as afforded the
Selling Controlling Shareholder.

Article 65. A tender offer shall likewise be required pursuant to Article 64 (i) where warrants or other
securities or instruments convertible into, or exercisable or exchangeable for shares issued by the
Company are sold or transferred in any way which implies a Disposition of Control; or (ii) where
Control over a Controlling Shareholder is disposed of, in which case the Selling Controlling
Shareholder shall be required to disclose the selling price to B3 and provide verifiable documentary
evidence of such price.

Article 66. Any person acquiring Control under a private transaction entered into with a Controlling
Shareholder (regardless of the number of shares thus acquired) shall be required to (i) carry out a
tender offer in the manner prescribed in Article 70, and (ii) refund selling counterparties from whom
it may have purchased shares in stock market transactions over the six months preceding the date of
acquisition of Control, the difference between the selling price per share and the tender offer bid price
per share, as adjusted for inflation through to the refund date. The aggregate refundable amount shall
be allocated amongst the relevant selling counterparties, in proportion to the daily net selling
positions attributable to each such counterparty over the relevant six-month period, and B3 shall
implement the refund process in accordance with its own rules.

Article 67. The Company shall refrain from registering any share transfer to an Acquirer of Control
or subsequent holders of Control until such time as the latter two shall have signed the required Deed
of Adherence to the Novo Mercado Listing Rules.

Paragraph 1. The Company shall not register any Shareholders’ Agreement regulating the exercise
of Control until such time as the parties thereto shall have signed the Deed of Adherence to the Novo
Mercado Listing Rules referred to in the main provision of this Article.

Paragraph 2. Within the six-month period following any Disposition of Control and the ensuing
tender offer conducted pursuant to Article 61 above, the Acquirer of Control shall, as the case may
be, take appropriate action to restore the minimum free float mandated by the Novo Mercado Listing
Rules.

Article 68. Where shareholders convening in a Shareholders’ Meeting approve: (i) a going private
process (and deregistration as a public company), the Company or the Controlling Shareholder(s), if

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any, shall conduct a tender offer to purchase all other shares, wherein the bid price shall at least equal
the Economic Value per share, as determined pursuant to a valuation report prepared according to
paragraphs 1 to 3 of this Article, due regard given to other applicable legal and regulatory
requirements; or (ii) a delisting from the Novo Mercado segment either for the shares to trade on
another market or listing segment, or because the unlisted surviving company in a corporate
restructuring process failed to list its shares to trade on the Novo Mercado within one hundred and
twenty (120) days after the date of the meeting which first approved the restructuring process, then
the Controlling Shareholder shall be required to conduct a tender offer for all other shares at a bid
price at least equal to the Economic Value per share, as determined pursuant to a valuation report
prepared according to paragraphs 1 to 3 of this Article, and giving regard to applicable legal and
regulatory requirements.

Paragraph 1. Any valuation report required under the main provision of this Article shall be prepared
by a verifiably experienced, independent, specialist valuation firm, which is not susceptible to being
influenced by the decisions of the Board or Management, the Company or the Controlling
Shareholder(s), if any. In addition, the valuation report shall meet the requirements of paragraph 1
of Article 8 of Brazilian Corporate Law and include the liability clause provided under paragraph 6
of that legal provision.

Paragraph 2. The Shareholders’ Meeting has exclusive discretion to select a specialized firm or
institution to determine the Economic Value of the Company from a list of the three names presented
by the Board of Directors. The decision shall pass by a majority of affirmative votes cast by
shareholders present at the Shareholders’ Meeting, disregarding blank votes. Attendance by holders
of record representing at least 20% of all Outstanding Shares shall constitute valid quorum to convene
the Shareholders’ Meeting on first call, provided that, on second call, the meeting may be held with
any number of attendee shareholders.

Paragraph 3. The costs of the valuation report shall be borne in full by the offeror.

Article 69. Absent a Controlling Shareholder, if shareholders convening in a Shareholders’ Meeting
approve a delisting from the Novo Mercado segment whether for the shares to trade on some other
market or listing segment, or because the unlisted surviving company in a corporate restructuring
process has failed to have its shares listed to trade on the Novo Mercado within the assigned deadline
(such as provided in item (ii) of the main provision of Article 68 above), then any such delisting shall
be contingent on a tender offer being conducted under the same terms and conditions established
under Article 68 above.

Paragraph 1. The Shareholders’ Meeting shall in any event name the shareholder or shareholders in
attendance of the meeting which shall be responsible for conducting the tender offer, and the
designated party or parties shall be required to commit expressly to carrying out the tender offer.

Paragraph 2. Where the shareholders’ meeting approves a corporate restructuring process but fails
to appoint the shareholder(s) responsible for conducting a tender offer if the unlisted surviving
company fails to arrange the listing on the Novo Mercado segment, then the obligation to conduct a
tender offer shall lie with all the shareholders that voted for the corporate restructuring process.

Article 70. A delisting from the Novo Mercado segment triggered by noncompliance with the Listing
Rules, shall require a tender offer to be conducted for all shares at a bid price at least equivalent to

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the Economic Value per share, as determined pursuant to a valuation report prepared according to
Article 68 and paragraphs of these Bylaws and other applicable legal and regulatory rules.

Paragraph 1. In the event contemplated in the main provision of this Article, the Controlling
Shareholder (if any) shall bear the responsibility for conducting the tender offer.

Paragraph 2. Where the event of noncompliance with the Novo Mercado Listing Rules is triggered by
action taken at a Shareholders’ Meeting, absent a Controlling Shareholder to conduct the tender offer,
the obligation shall lie with the shareholders that voted for the motion leading to noncompliance with
the Listing Rules.

Paragraph 3. Where the event of noncompliance with Novo Mercado Listing Rules (set forth in the
main provision) is triggered by action taken by Management, i.e., an “act or fact of Management,”
then the Directors and Officers shall be required promptly to call a Shareholders’ Meeting (pursuant
to Article 123 of Brazilian Corporate Law) for the shareholders to resolve on action required to be
taken to remedy the event of noncompliance with the Listing Rules or, otherwise, decide for a
delisting from the Novo Mercado.

Paragraph 4. Where a Shareholders’ Meeting called pursuant to paragraph 3 above decides for
delisting from the Novo Mercado segment, it shall also be required to name one or more attending
shareholders to conduct the tender offer, and the latter shall be required to commit expressly to
carrying out the tender offer.

Article 71. It shall be permitted for a single tender offer to be registered with a view to accomplishing
more than one of the objectives set forth under this CHAPTER, the Novo Mercado Listing Rules,
Brazilian Corporate Law and the CVM regulations, provided it must be possible to harmonize the
different offer methods, and provided, further, the procedure shall not be detrimental to the
addressees of the offer and the CVM shall have consented to such tender offer.

Article 72. Where these bylaws, the Novo Mercado Listing Rules, Brazilian Corporate Law or the CVM
regulations require a tender offer to be carried out by the Company or by one or some of the
shareholders, the obligation may be discharged by any willing shareholder or third party. However,
the Company or the shareholder(s) charged with conducting the tender offer shall not be released
from the obligation until such time as the offer completes in accordance with applicable rules.

Section II - Protection of Widespread Ownership

Article 73. Any shareholder or Shareholder Group (“Acquiring Shareholder”) intending to acquire:
(a) direct or indirect ownership interest in 15% or more of the shares then issued and outstanding; or
(b) other shareholder rights (including rights as usufruct holder) giving the holder a 15% voting
interest in the shares then issued and outstanding, shall be required to obtain prior consent from the
CVM in the manner established under the CVM rules, while giving due regard to the Novo Mercado
Listing Rules, other B3 rules and the provisions under this Chapter.

Sole paragraph. Upon delivering the application to the CVM, the Acquiring Shareholder shall on the
same date forward a copy to the Investor Relations Officer. Pursuant to the CVM regulations, the
Investor Relations Officer shall thereafter promptly release notice to the market disclosing the
application.

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Article 74. Where an Acquiring Shareholder (a) accumulates direct or indirect ownership interest in
no less than 30% of the Company shares then issued and outstanding; or (b) purchases other
shareholder rights (including as usufruct holder) representing a voting interest in over 30% of the
shares then issued and outstanding, such Acquiring Shareholder shall be required (within 30 days
after obtaining authorization from the CVM) to initiate or register a tender offer for all other shares
of the Company, whereas having regard to the provisions of Brazilian Corporate Law, the CVM rules,
the rules of exchanges where the shares are admitted for trading, and the rules set forth in these
Bylaws.

Sole paragraph. The Acquiring Shareholder must meet the CVM requirements and requests within
the deadlines established under applicable regulations.

Article 75. The bid price per share in the tender offer (“Bid Price”) triggered by accumulation of
material ownership interest shall at least equal the highest market price per share paid by the
Acquiring Shareholder in the six-month period preceding the date when the material interest
threshold (set under Article 74) was hit, as adjusted to account for corporate actions such as
distributions of dividends or interest on shareholders’ equity, stock splits, reverse splits and bonus
issues, but not for corporate actions related to corporate restructuring processes.

Paragraph 1. The tender offer shall meet the requirements set forth below, and any other
requirements contemplated under CVM Ruling No. 361/02, as amended or substituted from time to
time.

(a) it shall be open to all shareholders;

(b) it shall be carried out in an auction held at the premises of the stock exchange operated by B3;

(c) it shall extend fair and equitable treatment to all shareholders, provide adequate information
regarding the Company and the bidder, and every other element required for shareholders to make
an independent and informed decision on whether to tender their shares;

(d) it shall be irrevocable and irreversible upon publication of the tender offer announcement, per
CVM Ruling No. 361/02;

(e) it shall offer a bid price set in accordance with the main provision of this Article for settlement in
cash, in Brazilian currency; and

(f) it shall attach a report of the valuation of the Company, which shall have been prepared according
to the main provision of this Article.

Paragraph 2. The tender offer requirement set forth in the main provision of Article 74 shall not
preclude other shareholders, or even the Company, if it is the case, from conducting their own
concurrent tender offers, as permitted by applicable regulations.

Paragraph 3. Meeting the requirements set forth under Article 254-A of Brazilian Corporate Law and
Article 64 of these Bylaws shall not exempt the Acquiring Shareholder from fulfilling the
requirements set forth in this Article.

Paragraph 4. The tender offer requirement established in Article 74 shall not apply in the event a

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person becomes the holder of a material interest in 30% or more of the issued and outstanding shares
as a result of any of the following:

(a) Subscription for shares in a single primary offering of shares issued pursuant to a decision taken
at a Shareholders’ Meeting called by the Board of Directors, where the issue price is determined on
the basis of the Economic Value determined pursuant to a valuation report prepared by a specialist
firm according to the requirements in the paragraphs of Article 68; or

(b) A tender offer conducted for the acquisition of the totality of the Company’s shares.

Paragraph 5. Following the published announcement of any tender offer (or exchange offer) made in
response to the provisions of these Bylaws, including as to Bid Price, or in accordance with applicable
regulations, for settlement in cash or in exchange for shares of another public company, the Board of
Directors shall within 10 days consider the tender or exchange offer based on the following
guidelines:

(a) the Board of Directors may retain a specialist firm that meets the requirements set forth in
paragraph 1 of Article 68 to assess the timing and convenience of the offer and, as the case may be,
the liquidity of the shares in the exchange offer, and whether the offer suits the interests of
shareholders and the industry in which the Company operates;

(b) the Board of Directors shall be responsible for releasing a reasoned opinion concerning the offer,
in accordance with item (v) of Article 29 of these Bylaws.

(c) in the event the Directors, acting on their fiduciary duties, take the position that adhering to the
offer is in the best interest of a majority of the shareholders and the domestic capital markets, which
is the economic segment in which the Company operates, the Board shall call an Extraordinary
Shareholders’ Meeting to be held within 20 days to consider eliminating the voting cap established
in Article 7, provided however this shall be contingent on the bidder (and, for purposes of these
Bylaws, Acquiring Shareholder) completing the offer and becoming the owner and holder of a
minimum of two-thirds (2/3) of the issued and outstanding shares, not including treasury stock;

(d) as an exception, the voting cap established in Article 7 shall not prevail for the decision to be
taken at the Extraordinary Shareholders’ Meeting contemplated in item (c) above, but solely it the
meeting shall have been called on the initiative of the Board of Directors;

(e) the offer shall be made on an irrevocable and irreversible basis. Where the offer is carried out on
a voluntary basis, it may be subject to minimum tender condition requiring shareholders tendering
at least an aggregate of 2/3 of the outstanding shares, as provided in item (c) above in this paragraph
5, and condition also that the shareholders shall have approved the elimination of the voting cap
established in Article 7 of these Bylaws.

Paragraph 6. Without prejudice to the provision of paragraph 3 above, the calculation of a 30%
interest in the issued and outstanding shares of the Company (as provided in the main provision of
Article 74) shall not include involuntary increments resulting from cancellation of treasury shares, or
share redemption or a reduction in the capital stock amount resulting in cancellation of a
proportionate number of shares.

Article 76. If the Acquiring Shareholder fails to comply with the obligations foreseen in this Chapter,

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including compliance with the deadlines for (i) initiating or applying to register a tender offer; or (ii)
responding to CVM demands or requests, the Board of Directors shall call an Extraordinary
Shareholders’ Meeting to consider suspending the rights of the Acquiring Shareholders, pursuant to
Article 120 of Brazilian Corporate Law, at which meeting the Acquiring Shareholder shall not be
entitled to vote.

Article 77. Where a tender offer required under the provisions of these Bylaws is materially
detrimental to the rights of shareholders, the Novo Mercado Listing Rules shall prevail over the
provisions of these Bylaws.

CHAPTER IX
DEFINITIONS

Article 78. For purposes of these Bylaws, the capitalized terms below shall have the following
meanings:

(a) “Acquiring Shareholder” means any person (including, for example, any natural or legal person,
mutual or investment fund, open or closed- end condominium, securities portfolio, universality of
rights or other form of organization, resident, domiciled or based in Brazil or elsewhere), including
a Shareholder Group, or group of persons bound under a voting agreement with the Acquiring
Shareholder, and/or sharing similar interests with the Acquiring Shareholder, where any such person
subscribes for, or acquires shares issued by the Company. Examples of persons sharing similar
interests with the Acquiring Shareholder include any person (i) controlled or managed by an
Acquiring Shareholder; (ii) controlling and managing the Acquiring Shareholder in any way; (iii)
controlled or managed by any person that directly or indirectly controls or manages the Acquiring
Shareholder; (iv) in which the controlling shareholder of the Acquiring Shareholder directly or
indirectly holds ownership interest in at least 30% of the outstanding shares; (v) in which the
Acquiring Shareholder has a direct or indirect interest in at least 30% of the outstanding shares; or
(vi) which directly or indirectly holds an interest in at least 30% of the outstanding shares of the
Acquiring Shareholder;

(b) “Shareholder Group” means a group of persons: (i) bound by oral or written agreement or
contract of any nature, including Shareholder Agreements, directly or through subsidiaries,
controlling companies or companies under common control; or (ii) between which there is a control
relationship; or (iii) under common control; or (iv) representing common interests. Examples of
persons representing a common interest include: (v) the direct or indirect owner of a shareholding
representing 15% or more of the capital stock of another entity; and (vi) two persons with a common
third-party investor directly or indirectly holding shares equivalent to 15% or more of the capital
stock of each of these two persons. Any joint ventures, funds for investment clubs, foundations,
associations, trusts, tenancies in common, cooperatives, securities portfolios, universality is of rights
or any other manner of organization or venture, established in Brazil or abroad, shall be considered
part of a single Shareholder Group, whenever two or more of these entities are: (vii) managed or
administered by the same legal entity or parties related to a single legal entities; or (viii) when the
majority of their management is common to both entities, however for investment funds with the
same manager, only those for which the manager is responsible for any decision on votes cast at
Shareholders’ Meetings, at its discretion, shall be considered members of the Shareholder Group,
subject to the respective regulations.

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(c) “Independent Director” means a Director that meets the independence standards set forth in
Paragraphs 6 and 7 of Article 22 of these Bylaws.

(d) “Institutional Investor” means any investor that (i) under CVM rules qualify as ‘qualified buyer’;
and (ii) those that are required by law or regulation or the bylaws (whether or not exclusively) to
invest proprietary resources in securities issued by public companies.

Sole paragraph. Capitalized terms used herein which are not defined in these Bylaws have the
meaning ascribed to them under the Novo Mercado Listing Rules.

CHAPTER X
LIQUIDATION

Article 79. The Company shall be dissolved and enter liquidation in the events prescribed by law. It
shall be incumbent on shareholders convening in a Shareholders’ Meeting to establish the liquidation
method and elect the liquidator or liquidators and the Fiscal Council, if so requested by shareholders
individually or jointly representing proportionate interest in the shares as prescribed by law or the
CVM rules, including as to applicable formalities, and to determine their responsibilities and set their
compensation.

CHAPTER XI
SELF-REGULATION

Article 80. Without prejudice to the responsibilities of the CEO, as established under applicable
regulations, the activities entailing surveillance and oversight of (i) transactions carried out in
markets managed and operated by BM&FBOVESPA and its subsidiaries, (ii) the activities of market
participants holding permits for access to these markets; and (iii) the market organization and
oversight activities performed by the Company and its subsidiaries shall be incumbent on a
subsidiary of the Company organized for this special purpose.
CHAPTER XII
ARBITRATION

Article 81. The Company, the shareholders, the directors and officers and the fiscal council members
(when the Fiscal Council is active) are required to commit to settle by arbitration any and all disputes
involving any of them, related to, or arising from the application, validity, effectiveness,
interpretation, violation and effects of violation of the provisions of these Bylaws, the Brazilian
Corporate Law, the rules and regulations of the Brazilian National Monetary Council, the Central
Bank of Brazil and the Brazilian Securities Commission, the Novo Mercado Listing and Sanctions
Regulations, the Novo Mercado Listing Agreement, and the Arbitration Regulation adopted by the
Market Arbitration Chamber, as well as other rules and regulations applicable to the Brazilian capital
markets. Any arbitration proceedings will be conducted by the Market Arbitration Chamber
(established by B3) under its adopted Arbitration Regulation.

CHAPTER XIII
GENERAL PROVISIONS

Article 82. The Company shall observe the terms and conditions of the Shareholders’ Agreements
filed at the Company’s headquarters which do not conflict with the provisions of these Bylaws.

262
Management shall not register share transfers or transfers of other securities that fail to comply with
the terms of Shareholder Agreements and the chair of the Shareholders’ Meetings shall not include
votes cast that breach terms of such agreements, under item (k) Article 29.

Article 83. The Company shall indemnify and hold harmless its Managers, external members of the
Audit Committee established under Article 46 and other employees exercising management position
or duties in the Company or its subsidiaries, as well as any employees or non-employees appointed
by the Company to exercise governance or non-governance positions in any entities in which the
Company holds an interest as a shareholder, member or sponsor (jointly or individually
“Beneficiaries”) in case of any damage or loss actually suffered by the Beneficiaries as a result of the
exercise of their duties in the Company.
Paragraph One. In case any of the Beneficiaries are sentenced by a final and unappealable judgment
in view of negligence or misconduct, they shall reimburse the Company of all costs and expenses
incurred with legal assistance under the terms of the laws in effect.
Paragraph Two. The conditions and the limits of indemnification subject to this article shall be
determined in a written document to be implemented by the Nominations and Corporate
Governance Committee of the Board of Directors, without prejudice to taking out a specific insurance
for coverage of management risks.
Article 84. The Company shall issue all notices, information, financial statements and periodical
information published or filed with the CVM by e-mail to all shareholders registering for this
information in writing, for a period not exceeding two years and indicating their e-mail address; this
communication shall not the supersede legally-required publications and shall be subject to express
shareholder waiver of any Company liability for transmission errors or omissions.

Article 85. The Company may not make any donation, in kind or in assets, to any political parties,
election campaigns, candidates and similar committees, whether directly or indirectly.

Article 86. Where these Bylaws are silent on an issue, the matter shall be resolved at a Shareholders’
Meeting, provided due regard shall be given to the Novo Mercado Listing Rules and the provisions of
Brazilian Corporate Law.

CHAPTER XIII
TEMPORARY PROVISION

Article 87. After the date in which the approval of the business combination with CETIP is effective
by all the relevant regulators, the maximum number of members of the Board of Directors referred
to in Article 22 shall be increased to 14, which shall be in force for a period of up to two (2) years
following the start of the term of office of such members, limited, however, to the expiration of the
term of office of the Board of Directors then in force.

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2017 Reference Form – BM&FBOVESPA S.A. – Stock, Commodities and Futures Exchange (BVMF3)

Exhibit IX

13. MANAGEMENT COMPENSATION

As an introductory note, we would like to mention that the figures presented herein for the year 2017 represent the proposed
compensation taking into account the new rules for composition of the Board of Executive Officers submitted for resolution at the
Extraordinary Shareholders’ Meeting convened to be held on the same date as the Annual General Meeting. If the business
combination with CETIP S.A. – Mercados Organizados is approved by the competent regulatory authorities, any changes in the
Management’s structure will be submitted for resolution to the Company’s competent bodies, including any impacts on this item.

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 Company’s 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 chairman and the vice-
chairman of the board of directors are paid an additional semiannual fixed amount. 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 fixed fee paid to the chairman and the vice-chairman of the board of directors 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. The chairman of the board of directors has a company car available for use.

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,
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. The CEO has a company car and a parking space
available for use;
 Variable annual payments distributed under the company’s 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 Company’s 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 Company’s 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.

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. The
standing board advisory committees currently established are the Audit Committee, the Appointments and Corporate Governance
Committee, the Compensation Committee, the Risks and Finance Committee, the Issuers Regulation Committee, the IT 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 2016, 2015 and 2014, under the current compensation policy,

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2017 Reference Form – BM&FBOVESPA S.A. – Stock, Commodities and Futures Exchange (BVMF3)

are shown in the following tables:

Short-term Long-term
Participation in
2016 Salary and fees Benefits compensation variable Total
Committees
(profit sharing) compensation
Board of
67.48% 10.83% 0.00% 0.00% 21.69% 100%
Directors
Executive
Officers and
25.75% 0.00% 6.27% 30.90% 37.08% 100%
Senior
Management

Committees 100% -- 0% 0% 0% 100%

Short-term Long-term
Participation in
2015 Salary and fees Benefits compensation variable Total
Committees
(profit sharing) compensation
Board of
69.02% 9.78% 0% 0% 21.20% 100%
Directors
Executive
Officers and
25.91% 0% 4.24% 30.23% 39.62% 100%
Senior
Management

Committees 100% -- 0% 0% 0% 100%

Short-term Long-term
Participation in
2014 Salary and fees Benefits compensation variable Total
Committees
(profit sharing) compensation
Board of
75.39% 9.61% 0% 0% 15.00% 100%
Directors
Executive
Officers and
25.41% 0% 4.26% 27.05% 43.27% 100%
Senior
Management

Committees 100% -- 0% 0% 0% 100%

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. The compensation committee also 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 as per the collective
bargaining agreement negotiated yearly with the labor union, and individual merit increases may be granted in line with the
Company’s 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 (stock programs established under the approved stock 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 industry’s 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

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2017 Reference Form – BM&FBOVESPA S.A. – Stock, Commodities and Futures Exchange (BVMF3)

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 company’s overall performance and their individual
performance.

(v) whether there are any unpaid members and, if so, the reason for this

The representative appointed by the CME Group, under the terms of the strategic partnership, to serve on BM&FBOVESPA’s Board
of Directors, resigned from office on January 20, 2017, and was not entitled to any compensation to serve on the Board of
Directors.

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 Programs), 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 Company’s 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 went over budget, a reduction
factor would apply so that every percentage point by which actual expenses exceed the bu dget target brings the pool down
by 5%. A portion of the total distributed was for executive officers and other senior managers, based on a salary multiple
determined according to individual performance. Operating expenses budgets for the last 3 years were met.

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 Plan (principal and labor/social charges) and other non-current expenses, 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.
The operating expenses limit estimated for the year 2016 was met.

With regard to the Stock Programs, it should be noted that the potential gain for the respective grantees lies fundamentally in
the appreciation of the market price of our shares.

On the other hand, no performance indicators are taken into account for the purposes of determining fixed compensation or
benefits. In fact, these elements of compensation are tied to the positions held. Additionally, in establishing fixed compensation,
we take into account each person’s 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 plan 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 Company’s 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 plan). 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
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2017 Reference Form – BM&FBOVESPA S.A. – Stock, Commodities and Futures Exchange (BVMF3)

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
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.

13.2 Compensation of directors, officers and fiscal council members recognized in the income statement for
the years ended December 31, 2014, 2015 and 2016, 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, 2016, 2015 and 2014, based on the average number of
members per governance body or committee (as indicated in the following tables) and (ii) as projected for the current financial
year.

Year ended December 31, 2016
Number of Members in each Body
Month Board of Directors Board of Executive Officers
Jan 11 5
Feb 10 5
Mar 10 5
Apr 11 5
May 11 5
Jun 11 5
Jul 11 5
Aug 11 5
Sep 11 5
Oct 11 5
Nov 11 5
Dec 10 5
Total 129 60
Average 10.75 5

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 2015 performance were granted in January
2016, with effects on results for 2016, and these effects will continue until termination of the programs released in that year. The
same logic applies to the subsequent years.

The board of directors approved two stock grants programs (Stock Programs) for the grant of shares on January 8, 2016, for
fiscal year 2015: the “BVMF 2015 Stock Grants Program” and the “BVMF 2015 Additional Stock Grants Program”. The number of
shares granted to executive officers under the Stock Program for 2015, effective only in 2016, amounted to 1,255,701 under the
“BVMF 2015 Stock Grants Program”, representing 0.02% of the total shares issued by the Company, and 396,413 under the
“BVMF 2015 Additional Stock Grants Program”, representing 0.01% of the total.

Under the stock grants plan, 172,697 shares were granted to members of the Board of Directors for the year 2015, and delivered
on January 8, 2016. This grant produces effects as from fiscal year 2016 until termination of the program.

It should be noted that fair value is not calculated for the Stock 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.

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Year ended December 31, 2016
Board of Executive
Board of Directors Officers Fiscal Council* Total
10.83 5.08 15.92
N/A
Total number of members 9.83 5.08 14.92
Number of members receiving
compensation R$7,999,663.83 R$10,524,038.20 N/A R$18,523,702.03
Fixed annual compensation (in R$)
Salary or fees R$5,652,575.36 R$5,985,533.87 N/A R$11,638,109.23
Direct and indirect benefits N/A R$2,500,005.07 N/A R$2,500,005.07
Compensation for participation in
R$907,004.57 N/A N/A R$907,004.57
committees
Others R$1,440,083.90 R$2,038,499.26 N/A R$3,478,583.16
Variable compensation (in R$) N/A R$11,665,114.55 N/A R$11,665,114.55
Bonus N/A N/A N/A N/A
Profit sharing N/A R$10,065,114.55 N/A R$10,065,114.55
Compensation for attending
N/A N/A N/A N/A
meetings
Commission N/A N/A N/A N/A
Others (1) N/A R$1,600,000.00 N/A R$1,600,000.00
Post-employment benefits N/A N/A N/A N/A
Stepping-down benefits N/A N/A N/A N/A
Share-based payments, including stock
R$1,816,719.84 R$22,060,264.76 N/A R$23,876,984.60
options
Amount of compensation R$9,816,383.67 R$44,249,417.51 N/A R$54,065,801.18

(1) Additional bonuses paid for new hires.

* As discussed in item 13.1 of this Reference Form, 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 2016 totaled R$1,506,493.59, a
figure not included in the above table. Social charges (INSS) on this amount were R$338,961.07.

In 2016 the Company recognized an amount of R$3,478,583.16 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 Compensation. Labor charges (13th monthly salary and vacation pay), when applicable, are included in the
above table under the heading Salary or fees.

We emphasize that shares granted to members of the Board of Directors under the Stock Plan, for the year 2015, as a long-term
incentive, were delivered only in 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 include social charges (INSS/FGTS) and labor charges (13th monthly salary and vacation pay), which will
sum up to 60.12% of the financial value, calculated by multiplying the number of shares granted by the share price on the date
of the respective transfer. 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.

Finally, it is worth mentioning that the compensation proposal submitted to the Annual General Meeting held on 04/18/2016
established the total amount of compensation of R$ 49,227,000.00. As a result of unforeseen events when the Company presented
the proposal to the Annual General Meeting, such as dismissals and new hires, indemnification arising from the discontinuance of
the vehicle benefit, and difference between the forecast readjustment of the collective agreement and the effectively defined by
the Union, the effectively compensation paid to Management during the 2016 fiscal year counted to R$ 50,587,218.02.

Year ended December 31, 2015
Month Board of Directors Board of Executive Officers
Jan 11 5
Feb 10 5
Mar 10 5
Apr 11 5
May 11 5
Jun 11 5
Jul 11 5
Aug 11 5
Sep 11 5
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Oct 11 5
Nov 11 5
Dec 10 5
Total 129 60
Average 10.75 5

The Board of Directors approved two stock grants programs (Stock 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 Plan 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.

Under the stock grants plan, in turn, 172,700 shares were granted to members of the Board of Directors for the year 2014, and
delivered on January 2, 2015. This grant, therefore, produces effects as from fiscal year 2015 until termination of the program.

It should be noted that fair value is not calculated for the Stock 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.

Year ended December 31, 2015
Board of Executive
Board of Directors Officers Fiscal Council* Total
Total number of members 10.75 5 n/a 15.75
Number of members receiving
9.75 5 n/a 14.75
compensation
R$7,369,846.20 R$8,186,652.20 n/a R$15,556,498.40
Fixed annual compensation (in R$)
Salary or fees R$5,340,215.91 R$5,333,815.08 n/a R$10,674,030.99
Direct and indirect benefits N/A R$984,009.63 n/a R$984,009.63
Compensation for participation in
R$756,414.49 N/A n/a R$756,414.49
committees
Others R$1,273,215.80 R$1,868,827.49 n/a R$3,142,043.29
Variable compensation (in R$) N/A R$9,807,760.22 n/a R$9,807,760.22
Bonus N/A N/A n/a N/A
Profit sharing N/A R$9,807,760.22 n/a R$9,807,760.22
Compensation for attending
N/A N/A n/a N/A
meetings
Commission N/A N/A n/a N/A
Others N/A N/A n/a N/A
Post-employment benefits N/A N/A n/a N/A
Stepping-down benefits N/A N/A n/a N/A
Share-based payments, including stock
R$1,640,574.00 R$17,639,077.50 n/a R$19,279,651.50
options
Amount of compensation 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 Compensation. Labor charges (13th monthly salary and vacation pay), when applicable, are included in the
above 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 include 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 number of shares granted by the share price on
the date of the respective transfer. 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.

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2017 Reference Form – BM&FBOVESPA S.A. – Stock, Commodities and Futures Exchange (BVMF3)

Year ended December 31, 2014
Month Board of Directors Board of Executive Officers
Jan 11 5
Feb 11 5
Mar 11 5
Apr 11 5
May 11 5
Jun 11 5
Jul 11 5
Aug 11 5
Sep 11 5
Oct 11 5
Nov 11 5
Dec 11 5
Total 132 60
Average 11 5

The Extraordinary General Meeting held on May 13, 2014, approved the Stock Plan, which replaced the stock options scheme as
a long-term incentive. However, the long-term incentive, in the scope of the Options Plan, granted for the year 2013, was delivered
only in January 2014, thus producing effects as from the year 2014 until termination of the respective options programs. For this
reason, it is included in the following table for the year 2014.

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.

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
Board of Executive
Board of Directors Officers Fiscal Council* Total
Total number of members
11 5 16
Number of members receiving N/A
10 5 15
compensation
Fixed annual compensation (in R$) R$6,722,242.44 R$7,455,760.15 N/A R$14,178,002.59
Salary or fees R$4,943,023.66 R$5,008,479.97 N/A R$9,951,503.63
Direct and indirect benefits N/A R$926,667.69 N/A R$926,667.69
Compensation for participation in
R$629,929.32 N/A N/A R$629,929.32
committees
Others R$1,149,289.46 R$1,520,612.49 N/A R$2,669,901.95
Variable compensation (in R$) N/A R$9,140,054.87 N/A R$9,140,054.87
Bonus N/A N/A N/A N/A
Profit sharing N/A R$9,140,054.87 N/A R$9,140,054.87
Compensation for attending
N/A N/A N/A N/A
meetings
Commission N/A N/A N/A N/A
Others N/A N/A N/A N/A
Post-employment benefits N/A N/A N/A N/A
Stepping-down benefits N/A N/A N/A N/A
Share-based payments, including stock
R$983,400.00 R$18,401,882.20 N/A R$19,385,282.20
options
Amount of compensation R$7,705,642.44 R$34,997,697.22 N/A R$42,703,339.66

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2017 Reference Form – BM&FBOVESPA S.A. – Stock, Commodities and Futures Exchange (BVMF3)

* As mentioned in item 13.1 of this Reference Form, the Company’s 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 of Officers. This amount is included in the above table, in the item
“Others” of Fixed Compensation. Labor charges (13th monthly salary and vacation pay), when applicable, are included in the
above table under the heading Salary or fees.

The following table gives details of projected compensation of directors and executive officers for 2017, which will be submitted
for approval at the Annual General Meeting held in April 2017.

As already stated in the introductory note, we would like to mention that the figures presented herein for the year 2017 represent
the proposed compensation taking into account the new rules for composition of the Board of Executive Officers submitted for
resolution at the Extraordinary Shareholders’ Meeting convened to be held on the same date as the Annual General Meeting. If
the business combination with CETIP S.A. – Mercados Organizados is approved by the competent regulatory authorities, any
changes in the Management’s structure will be submitted for resolution to the Company’s competent bodies, including any impacts
on this item.

It is important to clarify, firstly, that the proposal for the year 2017 was structured on the basis of the Company’s new governance
structure, in accordance with the proposed amendment to the bylaws also submitted for resolution at the Annual General Meeting.
In short, the proposed amendment to the bylaws intended to improve the Company’s governance structure change the
composition of the Board of Executive Officers, which will be henceforth comprised of one Chief Executive Officer and up to 19
Executive Officers.

Since short- and mid-term variable compensation of executive officers (profit sharing) is tied to attainment of the Company’s
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$3,567,726.64, which is the equivalent of a 10% rise in the estimated total amount, subject to the rules in item
13.1 “c” above.

In relation to share-based compensation, according 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 2016 performance were granted in January
2017, with effects on results for 2017, and these effects will continue until termination of the program.

The Board of Directors approved two stock grants programs (Stock Programs) for the grant of shares on January 6, 2017, for the
fiscal year 2016: the “BVMF 2016 Stock Grants Program” and the “BVMF 2016 Additional Stock Grants Program”. The estimated
number of shares granted to executive officers under the stock grants program for 2016, effective only in 2017, amounts to
866,273 shares under the “BVMF 2016 Stock Grants Program”, representing 0.05% of the total shares issued by the Company,
and an estimated 480,390 shares under the “BVMF 2016 Additional Stock Grants Program”, representing 0.03% of the total.

It should be noted that fair value is not calculated for the Stock Programs; only the closing price on the grant date, which was
January 6, 2017, is taken into account. On this date the closing price was R$17.05.

172,697 shares were granted to members of the Board of Directors under the stock grants program, for the year 2016, and
delivered on January 6, 2017. This grant will produce effects as from fiscal year 2017 until termination of the program.

Current Fiscal Year – Forecast for 2017 – Recurring Events
Board of Executive
Board of Directors Officers Fiscal Council* Total
Total number of members 14 20 N/A 34
Number of members receiving
14 20 N/A 34
compensation
R$11,697,737.22 R$25,065,260.73 N/A R$36,762,997.95
Fixed annual compensation (in R$)
Salary or fees R$7,838,373.42 R$17,131,872.23 N/A R$24,970,245.65
Direct and indirect benefits N/A R$2,098,769.64 N/A R$2,098,769.64
Compensation for participation in
R$1,710,799.82 N/A N/A R$1,710,799.82
committees
Others R$2,148,563.98 R$5,834,618.86 N/A R$7,983,182.84
Variable compensation (in R$) N/A R$30,890,092.58 N/A R$30,890,092.58
Bonus N/A N/A N/A N/A
Profit sharing N/A R$30,890,092.58 N/A R$30,890,092.58
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2017 Reference Form – BM&FBOVESPA S.A. – Stock, Commodities and Futures Exchange (BVMF3)

Current Fiscal Year – Forecast for 2017 – Recurring Events
Board of Executive
Board of Directors Officers Fiscal Council* Total
Compensation for attending
N/A N/A N/A N/A
meetings
Commission N/A N/A N/A N/A
Others N/A N/A N/A N/A
Post-employment benefits N/A N/A N/A N/A
Stepping-down benefits N/A N/A N/A N/A
Share-based payments, including
R$2,944,535.00 R$22,960,649.50 N/A R$25,905,184.50
stock options
Amount of compensation R$14,642,272.22 R$78,916,002.81 N/A R$93,558,275.03

* As mentioned in item 13.1 of this Reference Form, the Company’s 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 2017 is
R$2,011,202.82, a figure not included in the above table. Social charges (INSS) on this amount will be R$452,520.64.

In 2017 the Company expects to recognize an amount of R$7,983,182.84 for social charges (INSS and FGTS), in respect of the
fixed compensation of the board of directors and the board of executive officers. This amount is included in the above table, in
the item “Others” of Fixed Compensation. Labor charges (13th monthly salary and vacation pay), when applicable, are included in
the above table under the heading Salary or fees.

We emphasize that shares granted to members of the board of directors under the Stock Plan, for the year 2016, as a long-term
incentive, were delivered only in January 2017. This grant will thus produce effects as from fiscal year 2017 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 include social charges (INSS/FGTS) and labor charges (13th monthly salary and vacation pay), which will
sum up to 60.12% of the financial value, calculated by multiplying the number of shares granted by the share price on the date
of the respective transfer. 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.

We emphasize that the Management compensation proposed for the year 2017 already takes into account the new structure
proposed for the combined company, and the amounts related to the merger are subject to the approval of the transaction by
the competent bodies. Upon approval of the proposed amendments to the bylaws at an Annual General Meeting and by CVM, as
the regulatory body of the organized market managing entities, and the consequent election of the Board of Executive Officers
by the Board of Directors, the Company’s Board of Executive Officers will have new members in 2017, and the amount considered
in the above table, with respect to the potential new executives, will be R$27,844,341.04, including social charges (INSS and
FGTS), and taking into account that the election of these new executives is expected for May 2017.

Specifically in 2017, the compensation proposed for the Board of Executive Officers also contemplates non-recurring events such
as dismissal and retention commitments, which are required in view of the restructuring of the executives. Retention will occur
through long-term incentive mechanisms that are valid for 4 years and its purpose is to reinforce the alignment and commitment
of the executives holding critical positions for the transition. In turn, a significant portion of severance pays is linked to
collaboration, non-competition, non-request and confidential information commitments. The amount estimated for such events
will be R$87,143,363.04, including social charges (INSS and FGTS), and are considered in the table below, consolidating the total
amount estimated for the year 2017.

Current Year “Forecast for 2017” – Including Non-Recurring Events
Board of Executive Fiscal
Board of Directors Officers Council* Total
Total number of members 14 20 N/A 34
Number of members receiving
compensation 14 20 N/A 34
Fixed annual compensation (in R$11,697,737.22 R$25,065,260.73 N/A R$36,762,997.95
R$)
Salary or fees R$7,838,373.42 R$17,131,872.23 N/A R$24,970,245.65
Direct and indirect benefits N/A R$2,098,769.64 N/A R$2,098,769.64
Compensation for
R$1,710,799.82 N/A N/A R$1,710,799.82
participation in committees
Others R$2,148,563.98 R$5,834,618.86 N/A R$7,983,182.84
Variable compensation (in R$) N/A R$54,033,455.62 N/A R$54,033,455.62
Bonus N/A N/A N/A N/A
Profit sharing N/A R$30,890,092.58 N/A R$30,890,092.58
Compensation for attending
N/A N/A N/A N/A
meetings
Commission N/A N/A N/A N/A
Others (1) N/A R$23,143,363.04 N/A R$23,143,363.04
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2017 Reference Form – BM&FBOVESPA S.A. – Stock, Commodities and Futures Exchange (BVMF3)

Current Year “Forecast for 2017” – Including Non-Recurring Events
Board of Executive Fiscal
Board of Directors Officers Council* Total
Post-employment benefits N/A N/A N/A N/A
Stepping-down benefits N/A N/A N/A N/A
Share-based payments, including
R$2,944,535.00 R$86,960,649.50 N/A R$89,905,184.50
stock options
Amount of compensation R$14,642,272.22 R$166,059,365.85 N/A R$180,701,638.07
(1) Dismissal commitments with social charges (INSS and FGTS).

13.3 Variable compensation for the years ended December 31, 2014; December 31, 2015; and December 31,
2016, 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, 2016; December 31, 2015; and December 31, 2014, 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, 2016

Board of Board of Executive Fiscal
Directors Officers Council Total
Total number of members
5.08 0
Number of members receiving N/A N/A
5.08 0
compensation
Bonus (in R$)
Minimum amount under the
N/A N/A N/A N/A
compensation plan
Maximum amount under the
N/A N/A N/A N/A
compensation plan
Amount provided for under the
compensation plan if targets are N/A N/A N/A N/A
achieved
Amount actually recognized in income N/A N/A N/A N/A
Profit sharing (in R$)
Minimum amount under the
N/A R$11,344,685.33 N/A R$0
compensation plan
Maximum amount under the
N/A R$13,865,726.51 N/A R$0
compensation plan
Amount provided for under the
compensation plan if targets are N/A R$12,605,205.92 N/A R$0
achieved
Amount actually recognized in income N/A R$10,065,114.55 N/A R$0

Year ended December 31, 2015

Board of Board of Executive Fiscal
Directors Officers Council Total
Total number of members N/A 5 N/A 5
Number of members receiving 5 5
compensation
Bonus (in R$)
Minimum amount under the N/A N/A N/A N/A
compensation plan
Maximum amount under the N/A N/A N/A N/A
compensation plan
Amount provided for under the N/A N/A N/A N/A
compensation plan if targets are
achieved
Amount actually recognized in income N/A N/A N/A N/A
Profit sharing (in R$)
Minimum amount under the N/A R$10.804.395.25 N/A R$10.804.395.25
compensation plan
Maximum amount under the N/A R$13.205.371.97 N/A R$13.205.371.97
compensation plan

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Year ended December 31, 2015

Board of Board of Executive Fiscal
Directors Officers Council Total
Amount provided for under the N/A R$12.004.883.61 N/A R$12.004.883.61
compensation plan if targets are
achieved
Amount actually recognized in income N/A R$9.807.760.22 N/A R$9.807.760.22

Year ended December 31, 2014

Board of Board of Executive Fiscal
Directors Officers Council Total
Total number of members
5 5
Number of members receiving N/A N/A
5 5
compensation
Bonus (in R$)
Minimum amount under the
N/A N/A N/A N/A
compensation plan
Maximum amount under the
N/A N/A N/A N/A
compensation plan
Amount provided for under the
compensation plan if targets are N/A N/A N/A N/A
achieved
Amount actually recognized in income N/A N/A N/A N/A
Profit sharing (in R$)
Minimum amount under the
N/A R$10,137,582.05 N/A R$10,137,582.05
compensation plan
Maximum amount under the
N/A R$12,390,378.06 N/A R$12,390,378.06
compensation plan
Amount provided for under the
compensation plan if targets are N/A R$11,263,980.06 N/A R$11,263,980.06
achieved
Amount actually recognized in income N/A R$9,140,054.87 N/A R$9,140,054.87

The following table gives details of variable compensation forecast for 2017. Since short- and mid-term variable compensation of
executive officers (profit sharing) is tied to attainment of the Company’s 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 2017 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) and other non-recurring expenses, 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 2017
Board of Executive
Board of Directors Officers Fiscal Council Total
Total number of members
20 20
Number of members receiving N/A N/A
20 20
compensation
Bonus (in R$)
Minimum amount under the
N/A N/A N/A N/A
compensation plan
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Current Fiscal Year – Forecast for 2017
Board of Executive
Board of Directors Officers Fiscal Council Total
Maximum amount under the
N/A N/A N/A N/A
compensation plan
Amount provided for under the
compensation plan if targets are N/A N/A N/A N/A
achieved
Amount actually recognized in
N/A N/A N/A N/A
income
Profit sharing (in R$)
Minimum amount under the
N/A R$27,801,083.33 N/A R$27,801,083.33
compensation plan
Maximum amount under the
N/A R$33,979,101.84 N/A R$33,979,101.84
compensation plan
Amount provided for under the
compensation plan if targets are N/A R$30,890,092.58 N/A R$30,890,092.58
achieved
Amount actually recognized in
N/A N/A N/A N/A
income

* As described in 13.2, the proposed amendments to the by-laws in order to improve the Company’s governance will be submitted
for approval by the Annual Shareholders’ Meeting. In the event that these amendments are approved by the Shareholders’ Meeting
and CVM, or the regulatory body of market management entities, the Board of Executive Officers will have 14 new members, that
is, it will be made up of 20 Executive Officers. The figures shown in the table above consider the new composition of the Board,
as well as their election in 2017.

13.4 Share-based compensation plan for directors and executive officers (prior and current years)

a. General terms and conditions

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.

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 programs, which include regular and additional programs), 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 program’s
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 program’s 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 committee’s 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 manager’s term of office or the employee’s contract of employment.

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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
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 nine programs under the stock grants plan, three of them to directors corresponding to the term of office of 2014,
2015 and 2016, and six 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”, “BVMF 2015 Additional Stock
Grants Program”, “BVMF 2016 Stock Grants Program”, and “BVMF 2016 Additional Stock Grants Program”.

b. Key objectives of the plan

The objective of our stock grants plan is to offer 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 company’s
shares appreciate in value. This seeks to ensure that the managers and employees included in the incentive plan remain committed
to our company’s 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 company’s key staff. Summarizing, the fact that the beneficiary’s 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 company’s 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
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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 company’s 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 company’s talent.

e. How the plan aligns the interests of executive officers with those of the company in the short-, mid- and long-
term

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 company’s
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 company’s
common stock on the respective grant date.

Based on the number of shares issued and outstanding as at December 31, 2016, 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
our common stock on the respective grant date, while the board of directors or the compensation 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, 2016, 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
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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 program’s 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 program’s 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

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.

l. Share transfer restrictions

The directors or the compensation 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 beneficiary’s 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 Compensation 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.

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
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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 transferred 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. Effects of termination on rights attributable to departing executive officers under the share-based compensation
plan

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.

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 Compensation Committee, or, as the case may be, the Chief Executive
Officer, acting on board-delegated authority, if our Company’s 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 Compensation 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 beneficiary’s 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, 2014; December 31, 2015 and December 31, 2016, 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, 2016, December 31, 2015 and December 31, 2014, 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,

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).
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Only the options granted to the directors regarding the year 2013 are still in force.

Year ended December 31, 2016 – Stock Options Program

a. Body Board of Directors

b. Total number of members 11
c. Number of members receiving compensation 10
d. Related to each options grant: (Program) BVMF CA - 2013
I. Grant date Jan. 2, 2014
II. Number of options granted: 330,000
III. Vesting date (date/number)
April 2017 89,100
IV. Expiration date April 30, 2022
V. Lock-up period n/a
VI. Weighted average exercise price per option group set forth below:
- 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 each grant date 2.98
f. Potential dilution if all options are exercised in full 0.018%

Year ended December 31, 2016 – Stock Options Program

Body Board of Executive Officers Board of Directors

Number of members 5 11
Number of members receiving
5 9 7
compensation

Related to each options grant: BVMF BVMF AD BVMF BVMF AD BVMF BVMF AD BVMF CA BVMF CA
(Program) CONVERSION CONVERSION 2014 2014 2015 2015 2014 2015

I. Grant date: Jan. 5, 2015 Jan. 5, 2015 Jan. 2, 2015 Jan. 2, 2015 Jan. 8, 2016 Jan. 8, 2016 Jan. 2, 2014 Jan. 8, 2016
Number of options
II. 1,981,603 1,577,963 1,349,476 507,269 1,255,701 396,413 172,692 172,697
granted:
III. Vesting date (date/number):
Jan-17 668,795 293,231 337,369 169,090 313,929 132,138 0 0
Apr-17 0 0 0 0 0 0 74,011 0
Jan-18 66,541 117,819 61,579 35,809 55,608 21,257 0 0
Jan-19 0 65,704 61,579 0 156,962 21,257 0 0
Apr-19 0 0 0 0 0 0 0 51,809
Jan-20 0 0 0 0 55,608 0 0 0

Jan. 13, Jan. 13, May 2, May 2,
IV. Expiration date: Jan. 5, 2018 Jan. 7, 2019 Jan. 4, 2019 Jan. 4, 2018
2020 2019 2017 2019

V. Lock-up period: n/a 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 9.22 9.22 9.50 9.50 10.52 10.52 9.50 10.52

- lost over the year 9.22 9.22 9.50 9.50 10.52 10.52 9.50 10.52

- exercised over the year 9.22 9.22 9.50 9.50 10.52 10.52 9.50 10.52

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- expired over the year 9.22 9.22 9.50 9.50 10.52 10.52 9.50 10.52

VII. 9.22 9.22 9.50 9.50 10.52 10.52 9.50 10.52 10.52

VIII. 0.11% 0.09% 0.07% 0.03% 0.02% 0.01% 0.009% 0.009% 0.009%

Year ended December 31, 2015 – Stock Options Program

a. Body Board of Directors

b. Total number of members 11
c. Number of members receiving compensation 10
d. Related to each options grant: (Program) BVMF CA - 2013
I. Grant date Jan. 2, 2014
II. Number of options granted: 330,000
III. Vesting date (date/number)
April 2017 89,100
IV. Expiration date April 30, 2022
V. Lock-up period n/a
VI. Weighted average exercise price per option group set forth below:
- 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 each grant date 2.98
f. Potential dilution if all options are exercised in full 0.018%

Year ended December 31, 2015 – Stock Grants Programs

a. Body Board of Executive Officers Board of Directors

b. Total number of members 5 11
c. Number of members receiving
5 9.67
compensation

d. Related to each stock grants: BVMF BVMF AD BVMF BVMF AD BVMF CA
(Program) CONVERSÃO CONVERSÃO 2014 2014 2014

I. Grant date: Jan. 5, 2015 Jan. 5, 2015 Jan. 2, 2015 Jan. 2, 2015 Jan. 2, 2015

II. Number of shares granted 1,981,603 1,577,963 1,349,476 507,269 172,692

III. Lock-up period (date/number):
Jan-16 732,760 78,546 337,369 169,090 0
Jan-17 0 293,231 0 0 0
Apr-17 0 0 0 0 74,014

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

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- 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 each grant date 9.22 9.22 9.50 9.50 9.50

Potential dilution if all options are 0.11% 0.09% 0.07% 0.03% 0.010%
f.
exercised in full

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The tables below present information on share-based compensation under the Options Plan.

Year ended December 31, 2014 – Stock Options Plan

Board of
a. Body Board of Executive Officers
Directors

b. Total number of
5 11
members

c. Members receiving
5 10
compensation

d. Related to each
BVMF BVMF AD BVMF BVMF AD BVMF BVMF AD BVMF CA
stock options grant:
2011 2011 2012 2012 2013 2013 2013
(Program)

I. Grant date Jan. 2, 2012 Jan. 2, 2012 Jan. 2, 2013 Jan. 2, 2013 Jan. 2, 2014 Jan. 2, 2014 Jan. 2, 2014

Number of stock options
II. 3,250,000 1,337,170 3,300,000 1,001,185 3,500,000 1,477,340 330,000
granted:

III. Vesting date (date/number):

Jan/15 233,333 204,691 750,000 0 875,000 0 0

Jan/16 175,000 0 0 166,864 0 0 0

Jan/17 0 122,814 0 0 0 246,224 0

Apr/17 0 0 0 0 0 0 89,100

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

Fair value at each grant
e. 2.79 4.19 5.55 6.98 3.43 4.33 2.98
date

Potential dilution if all
f. options are exercised in 0.16% 0.07% 0.17% 0.07% 0.18% 0.08% 0.02%
full

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Current Year - 2017 Estimate - Stock Options Program

a. Body Board of Directors

b. Total number of members 11
c. Number of members receiving compensation 10
d. Related to each stock options grant: (Program) BVMF CA - 2013
I. Grant date Jan. 2, 2014
II. Number of options granted: 330,000
III. Vesting date (date/number):
April 2017 29,700
IV. Expiration date Apr. 30, 2022
V. Lock-up period n/a
VI. Weighted average exercise price per option group set forth below:
- 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 2.98
f. Potential dilution if all options are exercised in full 0.016%

Current Year - 2017 Estimate - Stock Grants Program
Body Board of Executive Officers Board of Directors

Total number of
5 6 11
members
Members
receiving 5 6 5 9 7 8
compensation
Related to each
BVMF BVMF AD BVMF BVMF AD BVMF BVMF AD BVMF BVMF AD BVMF CA BVMF CA BVMF CA
stock grants
CONV. CONV. 2014 2014 2015 2015 2016 2016 2014 2015 2015
(Program)
Jan. 5, Jan. 5, Jan. 2, Jan. 2, Jan. 8, Jan. 8, Jan. 6, Jan. 6, Jan. 2, Jan. 8, Jan. 8,
I. Grant date
2015 2015 2015 2015 2016 2016 2017 2017 2014 2016 2016
Number of
II. 1,981,603 1,577,963 1,349,476 507,269 1,255,701 396,413 866,273 480,390 172,692 172,696 172,697
shares granted

III. Lock-up period (date/number):

Apr-17