BM&FBOVESPA S.A. - BOLSA DE VALORES, MERCADORIAS E FUTUROS
Brazilian Federal Taxpayer (CNPJ) No. 09.346.601/0001-25
Corporate Registration (NIRE) No. 35.300.351.452
MINUTES OF THE MEETING OF THE BOARD OF DIRECTORS
HELD ON FEBRUARY 17, 2011
1. Date, Time and Place: On February 17, 2011, at 1 p.m., at the registered office of the
Company, located in the City of São Paulo, State of São Paulo, at Praça Antonio Prado, 48,
2. Attendance: Messrs. Arminio Fraga Neto Chairman of the Board, Claudio Luiz da
Silva Haddad, Craig Steven Donohue, José Roberto Mendonça de Barros, Julio de Siqueira
Carvalho de Araújo, Luis Stuhlberger, Marcelo Fernandez Trindade and Renato Diniz
Junqueira Directors. Justified absence of director Candido Botelho Bracher. Director René
Marc Kern attended the meeting through video conferencing, such as permitted under
article 26, paragraph 4, of the bylaws.
3. Presiding Officers: Mr. Arminio Fraga Neto Chairman, and Mr. Henrique de Rezende
4. Resolutions taken by unanimous vote and without qualification, based on
supporting documents filed in the Company's registered office, following a decision
authorizing these minutes drawn up in summary form:
4.1. The directors approved the Management Report and Financial Statements as of and for
the year ended December 31, 2010.
4.2. The directors approved the proposal for allocation of the whole amount of the financial
results for the year ended December 31, 2010, in the amount of R$1,144,560,312.60, which
will be submitted to the Annual Shareholders' Meeting scheduled to take place in April
2011, to Dividends. After offsetting this amount against interim dividends amounting to
R$434,475,000.00, paid in the course of 2010, and interest on shareholders' equity
amounting to R$304,000,000.00, paid and/or credited to shareholders in the course of 2010,
the proposal is for distribution of the balance of R$406,085,312.60 to shareholders by way
of dividends, which correspond to distribution of R$0.206722634 per share (this amount is
an estimate, and may be amended as a result of the sale of treasury stock for the fulfillment
of the exercise of stock options pursuant to the Stock Option Plan of the Company and in
case shares are occasionally acquired within the Company's Shares Buy-back Program).
4.2.1. Dividends will be paid on May 16, 2011, based on the ownership structure as of May
4.2.2. To decide that the Company shares shall trade `cum dividend' up to and including
, 2011, whereas starting from May 3
, 2011 trading in shares will be ex-dividend.
4.3. Based on article 55 of the Bylaws and article 9 of Law No. 9,249/95, the directors
approved the payment of interest on shareholders' equity in the aggregate amount of
R$50,000,000.00, which correspond to R$0.0254531 per share, which distribution shall be
computed as part of the mandatory 2011 annual dividend. Payment will result in the net
amount of R$0.0216351384 per share, net of withholding income tax levied at the rate of
15%, except for shareholders that are subject to different tax treatment or are exempt from
this tax. The amounts per share are estimates, and thus may change due to sale of treasury
stock implemented for fulfillment of stock options exercised within the scope of the Stock
Option Program adopted by the Company and in case shares are occasionally acquired
within the Company's Shares Buy-back Program.
4.3.1. The interest on shareholders' equity will be paid to shareholders on March 10, 2011,
based on the ownership structure as of February 21, 2011.
4.3.2. The Company shares will trade `cum' interest on shareholders' equity up to and
including February 21, 2011. Starting from February 22, 2011, the shares will trade ex-
interest on shareholders' equity.
5. Closing: There being no further business to transact, these minutes were drawn up, and
subsequently read, found to conform, approved and signed by all directors in attendance.
São Paulo, February 17, 2011. (sgd.) a) Arminio Fraga Neto - Chairman of the Board
Directors: Claudio Luiz da Silva Haddad, Craig Steven Donohue, José Roberto Mendonça
de Barros, Julio de Siqueira Carvalho de Araújo, Luis Stuhlberger, Marcelo Fernandez
Trindade, Renato Diniz Junqueira and René Marc Kern.
This is a true copy of the original drawn up in the proper register.
Arminio Fraga Neto
Chairman of the Board