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BM&FBOVESPA S.A. - BOLSA DE VALORES, MERCADORIAS E FUTUROS
MANAGEMENT'S PROPOSAL
COMBINED ANNUAL AND EXTRAORDINARY SHAREHOLDERS' MEETING CONVENING ON
APRIL 15, 2013
1
São Paulo, March 14, 2013.
We, the Management of BM&FBOVESPA S.A. ­ Bolsa de Valores, Mercadorias e
Futuros, submit the Proposal set forth below for the consideration of shareholders
convening in the Combined Annual and Extraordinary Shareholders' Meeting
called for April 15, 2013.
I ­ Annual Shareholders' Meeting
1.
Financial statements as of and for the year ended December 31, 2012.
At a meeting held on February 19, 2013, the board of directors approved the
management's report, the financial statements prepared under management's
responsibility as of and for the year ended December 31, 2012, and the audit
committee report, which in conjunction with the independent auditors' report have
been published in the issue for February 20, 2013 of each of the "Valor
Econômico
" newspaper and the Official Gazette of the State of São Paulo.
Attached hereto as Attachment I you will find the discussion and analysis of
financial condition and results of operations required under section 10 of the
Reference Form adopted pursuant to CVM Ruling No. 480 dated December 7,
2009 ("CVM Ruling 480").
2. Proposed allocation of net income for the year ended December 31,
2012.
At the meeting of February 19, 2013, the board of directors approved and now put
forward to you a proposal for allocation of the full amount of net income for the
year ended December 31, 2012, which totaled R$1,074,289,736.88, to distribution
by way of dividends.
Of said value, after offsetting the aggregate of R$1,074,289,736.88 against interim
distributions to shareholders over the course of 2012, in the amounts of
R$595,587,000.00 paid by way of interim dividends and R$90,000,000.00 paid
and/or credited by way of interest on shareholders' equity, we propose to distribute
and pay as dividends the total net balance of R$388,702,736.88. As currently
estimated, the distribution of this net balance would correspond to payment of
R$0.20102177 per share (which amount may change as a result of both treasury
stock being reissued for fulfillment of stock options exercised pursuant to the
Company's stock option plan, and repurchases carried out under the Company's
Share Buyback Program).
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BM&FBOVESPA S.A. - BOLSA DE VALORES, MERCADORIAS E FUTUROS
MANAGEMENT'S PROPOSAL
COMBINED ANNUAL AND EXTRAORDINARY SHAREHOLDERS' MEETING CONVENING ON
APRIL 15, 2013
2
This proposal sets April 30, 2013, as the dividend payment date. The book closure
date determining the ownership structure pursuant to which holders of record will
be entitled to dividends is April 17, 2013.
Thus, BM&FBOVESPA stocks will trade cum-dividend up until and including
April 17, 2013, and ex-dividend starting from April 18, 2013.
As permitted under article 193, paragraph 1, of Brazilian Corporate Law (Law No.
6,404/76, as amended) no allocation to the legal reserve has been proposed because
the balance of the legal reserve plus the balance of our capital reserves (Brazilian
Corporate Law, article 182, paragraph 1) exceeds the threshold of 30% of the
capital stock amount.
Set forth in Attachment II to this proposal is the information and proposal on net
income allocations required under Annex 9-1-II of CVM Ruling 481 dated
December 17, 2009.
3. Election of the members of the Board of Directors
The current members of the board of directors of BM&FBOVESPA were elected at
the annual shareholders' meeting held on April 18, 2011, for a unified two-year
term, which is set to expire as of the date of the annual meeting. Thus, pursuant to
article 23 of the bylaws, the Board, according to the recommendation of
Governance and Appointment Committee, has nominated a slate of candidate
directors, which is presented below for your consideration.
Candidates up for reelection:
Candidates nominated as Independent Directors ­ Messrs. Claudio Luiz da
Silva Haddad, José Roberto Mendonça de Barros, Marcelo Fernandez Trindade and
Pedro Pullen Parente.
Candidates nominated as Directors ­ Messrs. Candido Botelho Bracher and
Charles Peter Carey.
Candidates up for first-time election:
Candidates nominated as Independent Directors ­ Messrs. Luiz Fernando
Figueiredo and Nelson Carvalho
Candidates nominated as Directors ­ Messrs. Srs. Alfredo Antonio Lima de
Menezes, André Esteves and José de Menezes Berenguer Neto.
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BM&FBOVESPA S.A. - BOLSA DE VALORES, MERCADORIAS E FUTUROS
MANAGEMENT'S PROPOSAL
COMBINED ANNUAL AND EXTRAORDINARY SHAREHOLDERS' MEETING CONVENING ON
APRIL 15, 2013
3
Set forth in Attachment III to this proposal you will find additional information
about the candidates nominated in the above slate, as required under subsections
12.6 through 12.10 of the Reference Form adopted pursuant to CVM Ruling 480.
4. Proposal on Aggregate Compensation for the Board and Management
At their meeting of February 19, 2013, the board of directors approved and now put
forward to you a compensation proposal for the Company to pay the members of
the board of directors an aggregate annual amount up to R$5,277,000.00, and the
members of the board of executive officers an aggregate annual amount up to
R$16,975,000.00. The table below sets forth financial data related to this
compensation proposal:
Compensation Proposal for 2013
(in R$ thousands)
Directors and
executive officers
Fixed
compensation
Benefits
Short-term
variable
compensation
TOTAL
Board members
5,277
-
-
5,277
Board of executive officers
4,587
809
11,579
16,975
TOTAL
9,864
809
11,579
22,252

Fixed compensation and benefits
The fixed compensation is paid in 13 installments over the year, and adjusted on a
yearly basis, as required under the collective bargaining agreement.
In addition to earning a fixed monthly compensation, board members that
participate in any of the board advisory committees are further entitled to an
additional fixed monthly remuneration.
Benefits package
The benefits represent the aggregate of a package consisting of health and dental
care plan, medical check-up, life insurance, meal vouchers, use of company car
(including parking privileges), mobile phone, and pension fund. The benefits
package has been designed to attract and retain top executive talent, and offer
executive officers advantages at least comparable to market practices at the level of
senior management.
Short-term variable compensation
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BM&FBOVESPA S.A. - BOLSA DE VALORES, MERCADORIAS E FUTUROS
MANAGEMENT'S PROPOSAL
COMBINED ANNUAL AND EXTRAORDINARY SHAREHOLDERS' MEETING CONVENING ON
APRIL 15, 2013
4
The short-term variable compensation is based on performance target indicators
and goals which are taken into account for purposes of allocating and
apportioning the short-term variable compensation, (i) in line with our variable
compensation policy, as applied using salary multiples that differ in correlation
to executive rank, and (ii) on the basis of both individual performance
evaluations (which assess function-related factors and job level), and the
Company's overall performance (actual versus target indicators), as further
detailed below.
The key performance indicator the board elected as the 2013 performance target
has been set in terms of level of spending. The aggregate amount of the 2013
short-term variable compensation payable to officers and executives of the
Company will calculated on the basis of actual adjusted net income (GAAP net
income), taking into account the level of spending set under the operating
expense budget for 2013. Thus, assuming the spending target is met, the
variable compensation should represent 3.5% of GAAP net income. However, if
spending exceeds the target, meaning the 2013 opex budget guidance, the
amount attributable to officers and executives by way of variable compensation
will decrease by a given reduction factor.
Set forth in Attachment IV to this proposal is the executive compensation
discussion and analysis required under section 13 of the Reference Form adopted
pursuant to CVM Ruling 480.
II ­ Extraordinary Shareholders' Meeting
1. Changes to the Stock Options Plan
Management is proposing to amend the Stock Options Plan of the Company (the
"Plan" or "Stock Options Plan") for the changes set forth in Attachment V hereto
to be adopted as part of the Plan. The proposed amended version of the Stock
Options Plan is provided in Attachment VI hereto, which has been prepared in the
manner prescribed under article 13 of CVM Ruling 481/09.
2. Clarifications on Proposed Changes to the Stock Options Plan
Set forth below you will find certain clarifications concerning the proposed
changes to the Stock Options Plan.
(i)
Plan Beneficiaries
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BM&FBOVESPA S.A. - BOLSA DE VALORES, MERCADORIAS E FUTUROS
MANAGEMENT'S PROPOSAL
COMBINED ANNUAL AND EXTRAORDINARY SHAREHOLDERS' MEETING CONVENING ON
APRIL 15, 2013
5
Consistent with the provision under article 168, paragraph 3, of Brazilian
Corporate Law, the eligible beneficiaries of a stock options plan include any of the
directors, senior managers, employees, consultants and providers of the Company
or its subsidiaries. However, the Stock Options Plan currently in effect is unclear
as to whether or not the directors are eligible beneficiaries. While subsection 1.1 of
the Plan does mention the directors, they were not specifically referred to in the
wording of subsection 1.2. Thus, consistently with Brazilian Corporate Law and in
line with the scope of the provision under subsection 1.1 of the Plan, we now
propose to amend the wording of subsection 1.2.
(i)
Option Grants Benefitting the Directors
Given the foregoing clarification, the proposal is for the Stock Options Plan to
authorize option grants extended also to members of the board of directors. And,
with a view ensuring a higher degree of transparency with regard to any such grant,
we propose to adopt, in addition to the general rules set out in the Plan, a
supplementary set of rules that would apply specifically to options granted to
beneficiary directors. This additional set of rules is provided under section 13 of
the amended version of the Stock Options Plan, which we submit to your
consideration.
We remain at your disposal for any additional clarification you may require.

Yours sincerely,


Eduardo Refinetti Guardia
Chief Financial and Investor Relations Officer

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6
ATTACHMENTS
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7
ATTACHMENT I
Executive Officers Review of Financial Condition of BM&FBOVESPA
(Reference Form, Section 10)

10. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
10.1
The following discussion and comparative analysis have been based on our
consolidated financial statements for the periods presented.
a.
financial condition and net equity position
Year ended December 31, 2011 compared with year ended December 31, 2010.
BM&FBOVESPA delivered solid operating performance in 2012, which translated into growth and record
high volumes traded in both our Bovespa segment (equities, equity-based derivatives and index-based
derivatives) and BM&F segment (financial and commodity derivatives). Growth in the Bovespa segment
was driven primarily by increase in turnover velocity
1
, spurred mainly by the increase in average daily
volume traded by foreign investors. The primary reasons for this are twofold: one, the fact that most of
the high frequency trading volume originates cross border; two, a shift in monetary policy which in
December 2011 led the Government to remove the 2% tax on financial transactions (IOF tax) levied on
hot money inflows for investments in variable-income securities.
In turn, growth in the BM&F segment was pushed mainly by increase in average daily volume traded in
Brazilian-interest rate contracts, the most actively traded contract group. In addition, the average rate per
contract (RPC) climbed both as a result of the increase in volumes traded in longer-maturity Brazilian-
interest rate contracts and because the RPC for FX contracts was positively influenced by the depreciation
of the Brazilian real against the U.S. dollar, since our rates for these contracts are denominated in U.S.
dollars. A combination of factors explains the increase in trading volume and greater concentration on
longer term interest rate contracts, prime among which are the structural change brought about by drastic
cuts in real interest rate, coupled with increased credit availability and the greater portion of fix interest-
bearing government debt relative to total public debt.
Reflecting this operating performance, our consolidated gross revenues climbed 8.2% year-over-year, to
R$2,289,023 thousand from R$2,115,983 thousand one year ago, driven by (i) a 7.2% rise in revenues
from trading and clearing fees derived in the Bovespa segment; (ii) a 13.9% climb in revenues from
trading and clearing fees earned in the BM&F segment; and (iii) a 0.5% drop in other operating revenues
unrelated to trading volume.
The consolidated total expenses fell 6.6% year-over-year, to R$763,080 thousand from R$816,664
thousand in the prior year. As adjusted to eliminate non-recurring expenses and expenses with no impact
on cash flow, the adjusted expenses
2
decreased 3.6% to close the year quite near the lower endpoint of
the opex budget revised interval. In August 2012, true to our commitment to controlling costs and
expenses, we revised the adjusted opex guidance to an interval between R$560,000 ­ R$580,000
thousand from R$580,000 ­ R$590,000 thousand previously.
Contrasting to operating performance, which the slash in real interest rates strengthened by spurring
trading volumes in the BM&F segment, our interest revenues dwindled as a result of a plunge in interest
earned on our cash availabilities and financial investments (the large part of which earn fixed-interest
rates), coupled with a jump in interest expenses
attributable to the appreciation of the U.S. dollar against
1
Turnover velocity for the year is defined as the ratio of annualized turnover (value) of stocks traded on the cash market ove r a
twelve-month period to average market capitalization for the same period.
2
The operating expenses have been adjusted to eliminate expenses with depreciation, the stock options plan, certain provisions, and
taxes related to dividends received from the CME Group, in addition to a transfer of restricted funds to the Investor Compensation
Mechanism administered by BM&FBOVESPA Market Surveillance (BSM), such as discussed elsewhere herein.
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the Brazilian
real
, as most our interest expenses are denominated in U.S. dollars. As a result, net interest
income shrank 25.6% year-over-year to R$208,851 thousand from R$280,729 thousand one year earlier.
Thus, the consolidated operating income climbed 19.6% from one year ago, while the consolidated net
income available for shareholders rose 2.5%. Our performance in 2012 bolstered our strong financial
position further.
Year ended December 31, 2011 compared with year ended December 31, 2010.
After two years of feeble and uneven recovery from the financial crisis, the global economic and
financial landscape in 2011 unveiled persistent weaknesses in developed economies. Events as the
Eurozone sovereign debt crisis and market mistrust that European policy makers would successfully
implement necessary fiscal adjustment programs in countries as Italy, Spain and Portugal, but
particularly in Greece; the downgrading of the U.S. credit rating; the problem of deteriorating
output growth; and fears that Chinas deepening economic slowdown would ripple across the world
economy, all made up for an uneasy economic landscape.
Meanwhile, in the domestic front, the economy experienced contrasting half-year periods as
Brazils government made sensitive trade-offs between objectives and implemented measures
shifting policy directions. Over the first half of the year, signaling concern about existing
inflationary pressures, the government repeatedly raised the Selic interest rate, adopting
macroprudential measures to curb credit growth and consumer demand, and to arrest the
persistent currency appreciation, in the latter case by expanding the taxation of financial
transactions and increasing the rates of existing IOF levies, among other things.
In the second half of the year, as the U.S. debt-ceiling crisis threatened global markets, and the
Eurozone sovereign debt crisis deepened, putting the global economies, including Brazil, in furth er
peril; and as expectations for domestic GDP growth in 2011 and 2012 pointedly declined (see the
chart below), while industrial production weakened, the Brazilian government responded with fresh
urgency in ratcheting the benchmark rate, shifting policies to incentivize consumer spending on
durables, cutting taxes and loosening credit restrictions in an effort to stave off economic
slowdown. Some of the governments macroprudential measures had a direct impact on the
domestic capital markets, including markets BM&FBOVESPA operates. Such was the case, for
example, when in July 2011, in an attempt to stem hot money inflows to halt the currency
appreciation, the government broadened its financial transactions tax to charge increases in short
dollar exposures at a 1% rate. Then, in December 2011, a welcomed switch came when the
government removed the 2% IOF tax charged on hot money inflows for investments in equity
securities and equity-based derivatives.
Against this backdrop, our 2011 consolidated revenues were virtually unchanged from the prior
year after registering a slight 0.2% year-on-year rise (to R$2,115,983 thousand versus
R$2,111,539 thousand earlier) attributable primarily to (i) a 5.3% climb in revenues from fees
earned on trading and clearing/settlement transactions within our BM&F segment (derivatives
markets and related clearing facilities) (ii) a 15.0% jump in other revenues unrelated to trading
volumes and (iii) an 8.1% decline in revenues from fees on trading or clearing and settlement
transactions within our Bovespa segment (equities markets and related clearing facilities), which
dive substantially quashed the revenue increases in the other two line items.
Total consolidated expenses rose 28.9% year-on-year, to R$816,664 thousand from R$633,504
thousand one year ago, with a caveat, however, as the figure for 2011 includes a one-off expense
of R$92,342 thousand related to the transfer of restricted funds to BM&FBOVESPA Market
Surveillance
(BM&FBOVESPA Supervisão de Mercado)
, or BSM, which had been reserved and
designed as a guarantee fund for use within the scope of the investor compensation scheme
operated by BSM (in the ,,Contribution to MRP line item). Therefore, after eliminating the passing
of restricted funds to BSM, total expenses for 2011 were up to R$724,322 thousand, up 14.3%
year-on-year, due mainly to increases in the ,,personnel and ,,depreciation expense line items, both
of which were to be expected on account of our significant investments in technology (which
include the internalization of IT personnel).
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The consolidated operating income fell 14.0% year-on-year, while the yearly consolidated net
income available for shareholders sank 8.4%, which however did not adversely affect our financial
position.
b.
Capital structure and likelihood of redemption of shares, including:
The Company´s consolidated capital structure showed the following compositions: (i) at December 31,
2012 - 80.4% equity and 19.6% liabilities, (ii) at December 31, 2011 - 81.6% equity and 18.4% liabilities,
(iii) at December 31, 2010 - 85.8% equity and 14.2% liabilities, (iii) at December 31, 2009 ­ 92.8% equity
and 7.2% liabilities.
Year ended December 31,
2012
2011
2010
(in R$ thousands, except for percentages)
Current and noncurrent
liabilities
4,733,232
19.6%
4,332,431
18.4%
3,214,927
14.2%
Shareholders equity
19,413,882
80.4%
19,257,491
81.6%
19,419,048
85.8%
Total liabilities and
shareholders' equity
24,147,114
100.0%
23,589,922
100.0%
22,633,975
100.0%
Under total liabilities, part of our onerous liabilities relates mainly to debt issued abroad in connection with
global senior notes issued in a cross-border bond offering completed on July 16, 2010 (see subsection
10.1(f)).
Year ended December 31,
2012
2011
2010
(in R$ thousands, except for percentages)
Total onerous liabilities
1,279,12
1
6.2%
1,172,225
5.7%
1,043,213
5.1%
Interest payable on debt issued abroad
and loans
36, 882
33,566
33,154
Debt issued abroad and loans
1,242,239
1,138,659
1,010,059
Shareholders' equity
19,413,8
82
93.8
%
19,257,49
1
94.3
%
19,419,0
48
94.9
%
Total onerous liabilities and
shareholders' equity
20,693,0
03
100.0
%
20,429,71
6
100.0
%
20,462,2
61
100.0
%
According to the information presented above, our Company has a conservative degree of leverage, taking
into account both our total liabilities (current and noncurrent liabilities) and our onerous liabilities (debt
and interest on debt).
i.
events of redemption
ii.
redemption price calculation method
Other than as legally prescribed, we are not contemplating any share redemption and do not anticipate
any event occurring that would trigger redemption rights.
c.
Capacity to service the debt.
Our Company has strong cash generation capacity, as evidenced by consolidated operating income of
R$1,301,670 thousand in 2012, of R$1,088,020 thousand in 2011, and R$1,265,238 thousand in 2010,
coupled with consolidated operating margin of 63.0%, 57.1% and 66.6%, and yearly net income for
shareholders amounting to R$1,074,290 thousand, R$1,047,999 thousand, and R$1,144,561 thousand for
the same three years, respectively.
Additionally, our consolidated cash and cash equivalents coupled with short- and long-term financial
investments reached R$3,850,639 thousand in 2012 (15.9% of total assets), R$3,782,411 thousand in
2011 (16.0% of total assets), and R$3,435,345 thousand in 2010 (15.2% of total assets). As a result, net
interest income for the same three years hit R$208,851 thousand, R$280,729 thousand and R$289,039
thousand, respectively.
Accordingly, our net indebtedness indicator (see subsection 10.1(f) below) at December 31, 2012, was a
negative number (R$1,393,308 thousand, negative) which compares with equally negative figures for
2011 and 2010 (R$1,070,126 thousand and R$1,402,736 thousand, negative, respectively), in each case
denoting our low degree of financial leverage and very strong capacity to service our debt. Given the
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nature of our available cash flows, which include our own financial resources as well as cash pledged as
collateral by customers, our policy calls for lower-risk investing of cash balances, which we typically
accomplish by seeking very conservative, highly liquid and safe investments, often by taking positions in
Brazilian government bonds and debt-securities whose yield and coupon rates typically track the Selic
interest rate, whether or not including a spread. We therefore believe our Company is fully capable of
servicing its debt both in the short- and long-term.
d.
Sources of working capital and capital expenditure financing.
We finance working capital and capital expenditure requirements primarily from our operating cash flow,
which is sufficient to support all of the former and most of the latter. In a particular case we have also
accessed the capital markets (by issuing global senior notes in a 2010 bond offering) as an alternative to
finance noncurrent assets.
And certain finance leases we had entered into in prior years (per our 2010 financial statements) matured
and terminated over the course of 2011. For additional information on the nature and characteristics of
our debt obligations, see the discussion under subsection 10.1(f) below.
e.
Sources of working capital and capital expenditure financing that the company
intends to use to cover liquidity deficiencies.
As previously noted, operating cash flow generated by us constitutes the primary source for funding our
own working capital and capital expenditure requirements. In addition, we may in certain cases consider
alternative sources of funding, which include taking bank loans or accessing government financing
programs or the domestic or international capital markets.
In any event, while there are no reasons to believe we could experience liquidity deficiencies, should there
be any need for us to source additional funding in order to cover deficiencies, we would benefit from
investment grade ratings
3
(foreign and local currency) assigned to us by Moody's Investors Service and
Standard & Poors in order to obtain financing through any of the aforementioned sources.
f.
Indebtedness level and characteristics of existing debt obligations
On July 16, 2010 BM&FBOVESPA completed an offering of global senior unsecured notes priced at
99.635% of the aggregate principal nominal amount of US$612,000 thousand, which after deducting
underwriting discounts netted proceeds of US$609,280 thousand (at the time equivalent to R$1,075,323
thousand). The notes, which mature on July 16, 2020, were issued with interest coupon of 5.50% per
annum payable every six months, in January and July. However, as computed to include the transaction
expenses, in particular underwriting discounts, commissions paid to the arranging and structuring banks
and other offering expenses, listing fees, legal fees, rating fees paid to Standard & Poors and Moodys,
and ongoing administration and custody expenses, the actual cost will represent a rate of 5.64% per
annum. Effective from July 16, 2010, we used the net offering proceeds to purchase additional interest in
the shares of the CME Group, thereby increasing our ownership interest to 5.1% of the shares of
common stock (from 1.8% earlier).
The indenture governing our issuance of senior unsecured notes includes certain limitations and
requirements customary in similar transactions found on the international debt markets, which we believe
will not restrict our normal operating and financial activities. Provisions containing such limitations and
requirements include mainly the following:
Limitation on liens
­ a provision limiting our and our subsidiaries ability to secure debt by creating
liens (other than certain permitted liens, as defined);
Limitation on sale and lease-back transactions
;
General liens basket
­ a
provision permitting us to undertake additional debt provided the sum of
(a) the aggregate principal amount of all debt obligations secured by liens other than certain
permitted liens (as defined), and (ii) debt attributable to all our and our subsidiarys sale and lease-
back transactions (with certain exceptions), should not exceed 20% of our consolidated net
tangible assets (as defined);
Limitation on mergers, consolidations or business combinations
­ a provision restricting our ability
to merge, consolidate or otherwise combine with any other person unless the resulting or surviving
company assumes obligation to repay the principal and pay interest on the notes, and meets
certain other requirements designed to ensure compliance with the terms and conditions of the
3
Standard & Poors ­Issuer credit rating of BBB+ (foreign and local long-term); Outlook: Stable / Issuer credit rating of A2 (foreign
and local short-term); and
Moody´s ­ Issuer ratings of A1 on the global scale and Aaa.br on the Brazilian national scale / Notes rating of Baa2. The outlook is
stable.
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11
indenture.
However, these limitations and requirements include a number of exceptions which are set forth in the
indenture.
As translated into Brazilian
reais
and including accrued interest in the amount of R$36,882 thousand, the
balance of our debt under the global notes as of December 31, 2012, was R$1,279,121 thousand, as
compared to R$1,172,225 thousand (including accrued interest of R$33,566 thousand) at December 31,
2011, and R$1,043,213 thousand (including accrued interest of R$33,154 thousand) at December 31,
2010. We have tested the hedge effectiveness retrospectively and prospectively, having determined that
there was no realizable ineffectiveness at December 31, 2012. Moreover, at that date, the fair value of
our debt under the notes, as determined based on market data, was R$1,418,205 thousand (Source:
Bloomberg).
Starting from the notes issue date (July 16, 2010), we have designated as hedging instrument that
portion of the principal under the notes which correlates with changes in exchange rates in order to
hedge the foreign currency risk affecting that portion of our investment in the CME Group Inc which
correlates with the notional amount of US$612,000 thousand (a hedging instrument in a hedge of net
investment in a foreign operation, per Note 7 to our financial statements as of and for the year ended
December 31, 2012). Accordingly, we have adopted net investment hedge accounting pursuant to
accounting standard CPC-38 (
Financial Instruments: Recognition and Measurement
), for which purpose
the hedging relationship has been formally designated and documented, including as to (i) risk
management objective and strategy for undertaking the hedge, (ii) category of hedge, (iii) nature of the
risk being hedged, (iv) identification of the hedged item, (v) identification of the hedging instrument, (vi)
evidence of the actual statistical relationship between hedging instrument and hedged item (retrospective
effectiveness test) and (vii) a prospective effectiveness test.
Under CPC 38 (IAS 39) we are required to assess the hedge effectiveness periodically by conducting
retrospective and prospective tests. On testing backward-looking effectiveness, we adopt the ratio analysis
method, also called dollar offset method, as applied on a cumulative and spot-rate basis. In other words,
this method compares changes in fair values of the hedging instrument and hedged item attributable to the
hedged risk, as measured on a cumulative basis over a given period (from the hedge inception to the
reporting date) using the foreign currency spot exchange rate as of each relevant date in order to determine
the ratio of cumulative gain or loss on the notes principal amount to cumulative gain or loss on the net
investment in a foreign operation over the relevant period. And on testing forward-looking effectiveness, we
adopt stress scenarios which we apply to the hedged variable in performing foreign currency sensitivity
analysis to determine degree of sensitivity to changes in exchange rates.
In addition to the funding transaction discussed above, we agreed in previous years borrowing
transactions in the form of computer equipment finance leases which matured and terminated in April
2011. As of December 31, 2010, the balance of such leases totaled R$2,975 thousand.
In terms of subordination, the liabilities we recognize in the line items under current and noncurrent
liabilities in our balance sheet statement rank as follows:
Collateral for transactions
­ pursuant to articles 6 and 7 of Law No. 10,214/01 (clearing and
settlement within the scope of the Brazilian Payment System) and articles 193 and 194 of Law No.
11,101/05 (Bankruptcy and Reorganization Law), the financial assets pledged to our clearing
houses as collateral for transactions rank senior to and have priority over any other guarantee up
to the amount of the transactions these collaterals secure, and are not affected in any way in the
event of bankruptcy or judicial reorganization proceedings.
Tax and payroll liabilities
­ pursuant to article 83 of Law No. 11,101/05 (Bankruptcy and
Reorganization Law), government credits for tax liabilities and government or employee credits for
social security and payroll liabilities (recognized in the line items ,,personnel and related charges
and ,,income tax and contributions payable/recoverable) constitute preferred debt and, thus, have
priority over other types of debt.
Other payment obligations
­ other obligations recognized under current and noncurrent liabilities in
our balance sheet statement as of December 31, 2012, constitute unsecured debt.





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12
The table below sets forth data related to our debt service coverage indicator.
Debt coverage indicator
Year ended December 31,
2012
2011
2010
(in R$ thousands)
Gross debt service
1,279,121
1,172,225
1,043,213
Cash and cash equivalents, plus short- and
long-term financial investments
(net of
collateral for transactions, payouts and
rights on securities under custody)
2,672,429
2,242,351
2,445,949
Net debt service
(
*
)
(1,393,308)
(1,070,126)
(1,402,736)
(
*
)
In determining our debt coverage indicator, and in order to better evidence the actual ratio of cash available for
debt servicing, we calculate total cash and cash equivalents plus short- and long-term financial investments (current
and noncurrent assets) after eliminating the amounts recognized under current liabilities in the line items for
collateral for transactions, as well as payouts and rights on securities under custody at our central depository.
g.
Restrictions on use of the proceeds of financing previously undertaken.
Not applicable, as other than the funding transaction discussed under 10.1(f) above, we have taken no
other loan or financing."
h.
Significant changes to line items of the financial reports.
Our consolidated financial statements as of and for the year ended December 31, 2012, and the
comparative financial statements as of and for the years ended December 31, 2011 and 2010, have been
prepared and are presented in accordance with the accounting standards generally accepted in Brazil,
observing the accounting guidelines provided by Brazilian Corporate Law (Law No.6,404/76, as amended
and including the provisions introduced by Law No. 11,638/07 and Law No. 11,941/09), as supplemented
by accounting standards, implementation guidance and interpretations issued by the Brazilian Accounting
Standards Board (
Comitê de Pronunciamentos Contábeis
), or CPC, approved for promulgation pursuant to
resolutions of the Brazilian Federal Council of Accounting (
Conselho Federal de Contabilidade
), or CFC, and
the rules promulgated by the Brazilian Securities Commission (
Comissão de Valores Mobiliários
), or
Brazilian Securities Commission. These accounting standards, implementation guidance and
interpretations, whose primary objective is the convergence with International Financial Reporting
Standards, or IFRS, adopted by the International Accounting Standards Board, or IASB, were issued for
compulsory adoption from January 1, 2010, and included, for comparability purposes, a requirement for
presentation of financial statements revised and adjusted for retrospective application of international
financial accounting standards.
Starting from 2011, the results of the financial intermediation operations (custody services and local
representation for nonresident investors) of our subsidiary BM&FBOVESPA Settlement Bank were
reclassified to the ,,other revenues line item, ultimately with no impact on net income and shareholders
equity. Previously, we recognized these results under the ,,interest income (expense), net line item.
Accordingly, for comparability purposes, our comparative consolidated financial statements at
December 31, 2010, have been revised and adjusted for retrospective recognition of the amount of
R$8,985 thousand under the ,,other revenues line item. This account reclassification ultimately required
adjustments to the line items ,,gross revenues, ,,other revenues, ,,net revenue, and ,,net interest income
(expense) in our consolidated statements of income for the year ended December 31, 201.
Selected financial information
.
The tables below set forth selected financial information extracted from our consolidated statements of
income and balance sheet statement at December 31, 2012 and 2011, and retrospective consolidated
statements of income and balance sheet statement at December 31, 2010, retrospectively revised and
adjusted as previously discussed. For better comparability and understanding of the effects of the account
reclassification, the tables below set forth data related only to the main line items of the statements of
income and balance sheet, and changes to these line items, as selected by management applying the
following criteria for determining materiality:
Selected financial information extracted from the consolidated statements of income.
The table
presents just the revenue line items that accounted for more than 3.0% of net revenue for the
year ended December 31, 2012; expense line items that accounted for more than 3.0% of total
expenses for the same year, in addition to the lines for other results and taxes line items at
December 31, 2011, and information related to one-off, extraordinary or non-recurring events
background image
13
which are likely to provide a clearer understanding of our statements of income.
Selected Financial Information
(from the Consolidated Statements of Income)
Years ended December 31,
2012
AV%
2011
AV/
%
2010
AV/
%
Variation Variation
2011/20
10
2011/20
10
(In R$
thousands)
(%)
(In R$
thousands)
(%)
(In R$
thousands)
(%)
(%)
(%)
Gross revenues
2,289,023
110.9
2,115,983
111.
1
2,111,539
111.2
8.2
0.2
Revenues from trading and/or clearing services
-
BM&F segment
865,874
41.9
760,245
39.9
722,065
38.0
13.9
5.3
Derivatives
848,858
41.1
744,018
39.1
701,545
36.9
14.1
6.1
Revenues from trading and/or clearing
services-
Bovespa segment
1,034,007
50.1
964,702
50.6
1,049,300
55.3
7.2
-8.1
Transaction revenues - trading fees
243,181
11.8
540,391
28.4
737,074
38.8
-
55.0
-
26.7
Transaction revenues ­ clearing fees
769,221
37.3
396,023
20.8
254,904
13.4
94.2
55.4
Other
21,605
1.0
28,288
1.5
57,322
3.0
-
23.6
-
50.7
Other revenues
389,142
18.8
391,036
20.5
340,174
17.9
0.5
15.0
Securities lending fees
77, 063
3.7
74,030
3.9
49,443
2.6
4.1
49.7
Depository, custodian, back-office services
102,763
5.0
91,353
4.8
88,263
4.6
4.0
3.5
Market data sales
67,668
3.3
65,049
3.4
67,629
3.6
4.0
-3.8
Deductions from revenues
(224,273)
-10.9
(211,299)
-11.1
(212,797)
-11.2
6
.1
-
0.7
Net revenue
2,064,750
100.0
1,904,684
100.
0
1,898,742
100.0
8.4
0.3
Expenses
(763,080)
-37.0
(816,664)
-42.9
(633,504)
-33.4
-6.6
28.9
Personnel and related expenses
(353, 880)
-17.1
(351,608)
-18.5
(290,107)
-15.3
0.6
21.2
Data processing
(102,805)
-5.0
(104,422)
-5.5
(101,690)
-5.4
-1.5
2.7
Depreciation and amortization
(93,742)
-4.5
(75,208)
-3.9
(54,818)
-2.9
24.6
37.2
Marketing and promotion
(19,280)
-0.9
(38,609)
-2.0
(42,376)
-2.2
-
50.1
-
8.9
Contribution to MRP
-
0.0
(92,342)
-4.8
-
-0.0
-
-
Sundry
(64,567)
-3.1
(47,478)
-2.5
(41,748)
-2.2
36.0
13.7
Operating income
1,310,670
63.0
%
1,088,020
57.1
1,265,238
66.6
%
19.6
-
14.0
Operating margin
63.0%
57.1%
66.6%
Equity in results of investees
149,270
7.2
219,461
11.5
38,238
2.0
32.0
473.
9
Interest income, net
208,851
10.1
280,729
14.7
289,039
15.2
-
25.6
-
2.9
Interest revenue
297,217
14.4
357,720
18.8
329,084
17.3
-
16.9
8.7
Interest expenses
(88,366)
-4.3
(76,991)
-4.0
(40,045)
-2.1
14.8
92.3
Income (loss) before taxation on profit
1,659,791
80.4
1,588,210
83.4
1,592,515
83.9
4
.5
-
0.3
Income and social contribution taxes
(585,535)
-28.4
(539,681)
-28.3
(448,029)
-23.6
8.5
20.5
Current
(67,314)
-3.3
(49,422)
-2.6
(5,408)
-0.3
36.2
813.
9
Deferred
(518,221)
-25.1
(490,259)
-25.7
(442,621)
-23.3
5.7
10.8
Net income (loss) for the year
1,074,256
52.0
1,048,529
55.1
1,144,486
60.3
2.5
-
8.4
Net income available for BM&FBOVESPA
shareholders
1,074,290
52.0
1,047,999
55.0
1,144,561
60.3
2
.5
-
8.4
Selected financial information extracted from the consolidated balance sheet statements
. The
table presents just the line items that accounted for over 4.0% of total assets line items at
December 31, 2012, and information related to one-off, extraordinary, non-recurring and other
events which are likely to provide a clearer understanding of our balance sheet statements.
Selected Financial Information
(from the Consolidated Balance Sheet
Statements)
background image
14
Years ended December 31,
2012
AV%
2011
AV/%
2010
AV%
Variation
Variation
2012/2011 2011/2010
(In R$ thousands)
(%)
(In R$
thousands)
(%)
(In R$
thousands)
(%)
(%)
(%)
Assets
Current assets
3,536,282
14.6
2,401,134
10.2
2,547,589
11.3
+47.3
-5.7
Cash and cash equivalents
43,642
0.2
64,648
0.3
104,017
0.5
32.5
-37.8
Financial investments
3,223,361
13.4
2,128,705
9.0
2,264,408
10.0
51.9
-6.0
Noncurrent assets
20, 610,832
85.4
2,188,788
89.8
20,086,386
88.7
-2.7
5.5
Long-term receivables
808,868
3.3
1,767,411
7.5
1,216,812
5.4
-54.2
45.2
Financial investments
573,636
2.4
1,598,058
6.7
1,066,920
4.7
-63.9
48.9
Investments
2,928,820
12.1
2,710,086
11.5
2,286,537
10.1
8.1
18.5
Investment in associate
2,893,632
12.0
2,673,386
11.3
2,248,325
9.9
8.2
18,9
Intangible assets
16,512,151
68.4
16,354,127
69.3
16,215,903
71.6
1.0
0. 9
Goodwill
16,064,309
66.5
16,064,309
68.1
16,064,309
71.0
0.0
0.0
Total assets
24,147,114
100.0
23,589,922
100.0
22,633,975
100.0
2.4
4.2
Liabilities and shareholders' equity
Current liabilities
1,660,609
6.9
1,929,946
8.2
1,416,204
6.3
14.0
36.3
Collaterals for transactions
1,134,235
4.7
1,501,022
6.4
954,605
4.2
24.4
57.2
Noncurrent liabilities
3,072,623
12.7
2,402,485
10.2
1,798,723
7.9
27.9
33.6
Debt issued abroad and loans
1,242,239
5.1
1,138,659
4.8
1,010,059
4.5
9.1
12.7
Deferred income tax and social contribution
1,739,644
7.2
1,204,582
5.1
732,074
3.2
44.4
64.5
Shareholders' equity
19,413, 882
80.4
19,257,491
81.6
19,419,048
85.8
0.8
-0.8
Capital and reserves attributable to
shareholders
19,397,918
80.3
19,241,000
81.6
19,402,765
85.7
-0.8
-0.8
Capital stock
2,540,239
10.5
2,540,239
10.8
2,540,239
11.2
0.0
0.0
Capital Reserves
16,037,369
66.4
16,033,895
68.0
16,662,480
73.6
0.0
-3.8
Total liabilities and shareholders' equity
24,147,114
100.0
23,589,922
100.0
22,633,975
100.0
2.4
4.2
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15
COMPARATIVE
ANALYSIS
OF
AUDITED
CONSOLIDATED
STATEMENTS
OF
INCOME
Year ended December 31, 2012 compared with year ended December 31, 2011.
Gross revenues
Gross revenues for the year ended December 31, 2012, amounted to R$2,289,023 thousand, rising 8.2%
year-over-year due primarily to revenue increases in both the Bovespa and BM&F segments.
Transaction revenues ­ Trading and clearing fees ­ BM&F segment
At R$865.874 thousand, this line item increased 13.9% year-over-year reflecting a 7.3% climb in overall
trading volume for the segment and 7.7% jump in average rate per contract, as previously discussed
herein.
Transaction revenues ­ Trading and clearing fees ­ Bovespa segment
At R$1,034,007 thousand, this line item jumped 7.2% year-over-year due mainly to an 11.7% rise in
trading volume for the segment, which, however, was partially counterbalanced by a 2.2% margin drop
(to 5.676 bps from 5.793 bps one year earlier) attributable to the higher volumes of high frequency and
intraday trading, since we charge lower fees these types of transactions. In addition, on a year-over-year
basis, the 2012 revenues were toned down by fewer trading sessions than last year (246 trading sessions
in 2012 versus 249 in 2011).
Trading Fees ­ trading systems.
This revenue line item declined 55.0% year-on-year, to R$ R$243,181
thousand from R$540,391 thousand one year ago, driven by our pricing policy implemented in September
2011, which rebalanced the price structure in line with our cost structure, ultimately pulling down the
average fee rate for trading, whereas pushing up the average fees for clearing and settlement
transactions, such that the cost of trading for investors would not be impacted.
Clearing fees ­ clearing and settlements systems.
The revenue from fees our equities clearing house
charges on clearing and settlement transactions (Bovespa segment) went up 94.2% year-over-year, to
R$769,221 thousand from R$396,023 thousand in 2011, due mainly to the price structure rebalancing
previously discussed.
Other transaction revenues ­ Bovespa segment.
The revenue from fees charged on other transactions,
unrelated to trading or clearing services (Bovespa segment) went down 23.6% year-over-year, to
R$21,605 thousand from R$28,288 thousand in the earlier year, due primarily to a plunge in the number
of equity offerings.
Other revenues
Other operating revenues unrelated to trading and/or clearing of R$389,142 thousand went down slight
0.5% from the year-ago primarily as a result of changes in revenue line items unrelated to trading and
clearing activities, as follows:
Securities lending services.
This revenue line hit R$77,063 thousand (3.4% of gross revenues), a 4.1%
year-over-year upsurge due mainly to a 5.9% year-on rise in financial value of the balance of open interest
positions at year-end, which amounted to R$32.0 billion.
Depository, custody, back office services.
The line for revenues derived from the operations of our central
securities depository hit R$102.763 thousand (4.5% of gross revenues) rising 12.5% year-over-year
mainly due to a 2.6% climb in average financial value of assets under custody, not including custody of
ADRs and custody services provided to foreign investors. In addition, the revenue from fees related to
custody of Brazils government bonds traded in our Treasury Direct
(Tesouro Direto)
platform soared
30.1% year-on-year.
Market data sales (vendors ­ signal broadcast).
At R$67.668 thousand (3.0% of gross revenues) this
revenue line item picked up 4.0% year-over-year. While the number of customers for our market data
shrank somewhat, this climb is attributable mainly to appreciation of the U.S. dollar versus the Brazilian
real
, as we derive 40.0% of this revenue line from fees denominated in U.S. dollars which we charge from
foreign customers.
Deductions from revenue
background image
16
Deductions from revenue totaled R$224,273 thousand, a 6.1% upsurge in line with the increase in gross
revenues.
Net revenue
As a result of the changes in revenue line items discussed above, the net revenue shot up 8.4% year-
over-year, to R$2,064,750 thousand from R$1,904,684 thousand one year ago.
Expenses
Expenses totaling R$763,080 thousand declined 6.6% year-over-year. However, the comparability of this
line item has been hampered because of certain non-recurring expenses recorded in 2011 and 2012.
Personnel and related expenses.
This expense line totaled R$353.880 thousand, up slight 0.6% year-
over-year, and correlate primarily with: (i) the provision for expenses with healthcare plans, which totaled
R$27,553 thousand and was recognized in accordance with accounting standard CPC 33 (IAS 19
(
Employee Benefits
). The provision correlates with the expense accrual related to vested rights of
employees that contributed to a (post-retirement) healthcare plan in the period between 2002 and 2009
4
.
Pursuant to Law No. 9,656/98 and additional requirements set forth under Brazilian Healthcare Agency
(ANS) Normative Resolution No. 279 dated November 2011, an employee that contributes to the corporate
healthcare plan with any sum of money is entitled to continue on as beneficiary after the employment
termination or retirement, as long as such employee bears the burden of paying for the plan costs. The
potential liabilities thus reserved relate to the difference, over time, between the average cost of the
corporate healthcare plan and the estimated average cost for inactive beneficiaries had they not stayed on
as plan beneficiaries (indirect benefit); and (ii) expenses with the stock options plan, which at R$32,306
thousand (versus R$53,630 thousand in 2011) fell by 39.8% year-over-year; and (iii) a R$18.290
thousand
year-on increase in capitalized expenses with personnel engaged in certain ongoing technology
projects. The effects of inflation on the line item for personnel and related expenses have been balanced
out by these factors (see the discussion under subsection 10.2(c) below).
Data processing.
This line item totaled R$102,805 thousand, a 1.5% drop from the prior year.
Depreciation and amortization.
The expenses in this line item totaled R$93.742 thousand, up 24.6% year-
over-year and in line with the increase in investments implemented in previous years.
Marketing and promotion.
This expense line hit R$19.280 thousand, plummeting 50.1% year-over-year
due primarily to the reprioritization of our marketing campaigns for the year and cuts in advertising
expenses.
Sundry.
This expense line hit R$64,567 thousand, soaring 36.0% year-over-year due primarily to a
R$15,000 thousand contribution to fund the operations of BSM (our market surveillance arm) over the
course of 2013.
Operating income
At R$1,301,670 thousand, the operating income (revenues, net of expenses) was up 19.6% from
R$1,088,020 in the prior year.
Gain (loss) on equity-method investment (equity in the results of subsidiaries and investees)
We account for our investment in shares of the CME Group under the equity method of accounting and
recognize gains and losses through profit or loss in the statement of income. Our gain from this
investment totaled R$149,270 thousand, 32.0% down from one year ago, in line with the yearly results of
the CME Group. It is worth noting this line item includes recognition of R$60,196 thousand worth of tax
benefit in the form of income tax to offset against income tax paid abroad.
Interest income, net
Net interest income of R$208,851 thousand plunged 25.6% year-over-year mainly due to a 16.9% year-on
decrease in interest revenues, which totaled R$297,217 thousand. Additionally, the interest revenues
4
Starting from May 2009, the employee healthcare plan is no longer a defined contribution plan, such that only part of our active
employees will be entitled to all or some of benefit.
background image
17
were negatively impacted by an increase in interest expenses, which at R$88,366 thousand climbed
14.8% year-over-year. This increase in interest expenses is explained by the appreciation of the U.S.
dollar against the Brazilian
real
, since we are required to make U.S. dollar-denominated coupon payments
under the global senior notes issued in our July 2010 cross-border offering.
Income before taxation on profit
Income before taxation on profit rose by 4.5% year-over-year, to R$1,659,791 thousand from
R$1,588,210 thousand the year before.
Income tax and social contribution
Income tax and social contribution for the year totaled R$585,535 thousand. This line item comprises
current income tax and social contribution amounting to R$67,314 thousand, including R$60,196 thousand
which we offset against income tax paid abroad (such as discussed previously under
"gain (loss) on
equity-method investment")
. Additionally, at R$518,221 thousand, the line item ,,deferred income tax and
social contribution comprises (i) recognition of R$539,075 thousand in deferred tax liabilities related to
temporary differences attributable mainly to amortization of goodwill for tax purposes, with no impact on
cash flow for the year; and (ii) recognition of R$20,854 thousand in deferred tax assets related mainly to
temporary differences and reversal of deferred tax liabilities.
Net income for the year
Net income for the year rose 2.5% year-over-year to R$1,074,256 thousand at December 31, 2012, from
R$1,048,529 thousand one year ago.
Net income available for BM&FBOVESPA shareholders
Net income available for BM&FBOVESPA shareholders likewise climbed 2.5% year-over-year to
R$1,074,290 thousand from R$1,047,999 thousand the year before, primarily due to an increase in
revenues earned on a higher trading volume base coupled with a reduction in expenses, which were
partially counterbalanced by lower gain on the equity-method investment and a decline in net interest
income.
Year ended December 31, 2011 compared with year ended December 31, 2010.
Gross revenues
Gross revenues of R$2,115,983 thousand in 2011 were up by slight 0.2% from R$2,111,539 thousand one
year ago. The 5.3% increase in revenues from fees earned in our BM&F segment transactions and 15.0%
climb in other revenues were counterbalanced by an 8.1% drop in revenues from fees earned in our
Bovespa segment.
Transaction revenues ­ Trading and clearing fees ­ BM&F segment
Revenues from trading or clearing and settlement fees earned on transactions within the BM&F segment
totaled R$ 760,245 thousand, up 5.3% from R$722.065 thousand one year ago, due mainly to a 6.1%
year-on-year climb in revenues from trading fees charged on derivatives transactions (R$744,018
thousand versus R$701,545 thousand earlier) driven by a 7.8% rise in average daily trading volume. The
latter, however, was partially quashed by a 2.5% stumble in average revenue per contract.
Transaction revenues ­ Trading and clearing fees ­ Bovespa segment
Revenues from trading or clearing and settlement fees earned on transactions within the Bovespa
segment amounting to R$964,702 thousand shrank 8.1% from R$1,049,300 thousand the year before,
due to average trading volume virtually unchanged from the prior year, tough still enough to hit an all-
time record, coupled with a fall in basis point margin. This margin tumble, in turn, is explained primarily by
the larger share of overall volume attributable to high frequency and day trading, from which we derive
fees at lower-than-average margins, and a stumble in average volumes traded in equity-based derivatives
on options and forward markets, where we derive higher-than-average fees. Moreover, these falls were
background image
18
topped off with a collapse in revenues from fees earned on clearing and settlement of equity offerings due
to slow market conditions.
Trading Fees ­ trading systems.
This revenue line item went down 26.7% year-on-year, to R$ R$540,391
thousand from R$737,074 thousand earlier, driven by our pricing policy implemented in September 2011,
which rebalanced the price structure in line with our cost structure (see subsection 10.2(b) below),
ultimately pulling down the average rate for trading, whereas pushing up the average fees for clearing and
settlement transactions, such that the cost of trading for investors would not be impacted.
Clearing fees ­ clearing and settlements systems.
The revenue from fees our equities clearing house
charges on clearing and settlement transactions (Bovespa segment) surged 55.4% year-on-year, to R$
R$396,023 thousand from R$ R$254,904 thousand previously, which is explained by the same factors
discussed above in connection with our new pricing policy.
Other transaction revenues ­ Bovespa segment.
The revenue from fees charged on other transactions,
unrelated to trading or clearing services (Bovespa segment) took a 50.7% year-on-year dive, to R$28,288
thousand from R$57,322 thousand in the earlier year, due mainly to a collapse in number (volume) of
equity offerings, with the caveat, however, that in the comparative year to December 31, 2010, the same
line item had ballooned on hefty revenue from settlement fees charged on the massive seasoned offering
of Brazils oil and gas giant, Petrobras.
Other revenues
Other revenues unrelated to trading and/or clearing and settlement the Bovespa and BM&F segment
markets climbed 15.0% year-on-year to R$391,036 thousand from R$340,174 thousand one year earlier.
This increase is attributable mainly to the factors discussed below.
Securities lending services.
This revenue line amounted to R$74,030 thousand soaring 49.7% from
R$49,443 thousand in the prior year, due mainly to a 47.1% upsurge in the average financial value of
open interest positions, which rose to R$30.2 billion from R$20.5 billion one year earlier.
Depository, custody, back office services.
This line item climbed 3.5% year-on-year to R$91,353
thousand from R$88,263 thousand earlier. Revenues derived from the operations of our central
securities depository rose 2.1% year-on-year primarily on account of a 2.3% rise in average number of
custody accounts (624.7 thousand accounts in 2011 versus 610.8 thousand accounts one year ago) and
a 0.7% year-on-year lift in average financial value of financial assets under custody (R$476.2 billion in
2011 versus R$472.6 billion in 2010), not including custody of ADRs and custody services provided to
nonresident investors. In addition, the revenues from custody of government bonds traded on the
Treasury Direct platform surged 8.1% year-on-year.
Market data sales (vendors ­ signal broadcast).
At R$65,049 thousand, this revenue line item tossed
3.8% year-over-year due mainly to the August 2010 change in pricing policy, which cut the fee rates
charged from users of our home-broker platform, thus influencing the revenues from market data sales
over the course of 2011.
Deductions from revenue
Deductions from revenue dropped 0.7% year-on-year to R$211,299 thousand from R$212,797 thousand
one year ago, primarily as a result of a cut in service tax rate (which fell to 2.0% from 5.0% at end-July
2011). However, the changes in our pricing policy counterbalanced the effects of this tax cut on the
revenues of our Bovespa and BM&F segments for the months of August and October, respectively.
Net revenue
As a result of the changes in revenue line items discussed above, net income amounted to R$1,904,684
thousand, up 0.3% from R$1,898,742 thousand in the prior year.
Expenses
Expenses totaled R$816,664 thousand surging 28.9% year-on-year from R$633.504 thousand earlier. The
principal changes in expense line items are set forth below.
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19
Personnel and related expenses.
This expense line item totaled R$351,608 thousand, a 21.2% year-on-
year jump from R$290,107 thousand one year ago. This movement is explained by factors as (i) the
August 2011 wage increase required under the existing collective bargaining agreement, which
represented a 7.0% increase in payroll (versus a 6.0% rise one year earlier); (ii) the effects of a 17.8%
year-on-year climb in headcount over the course of 2011, to a total of 1,426 employees (most new hirings
adding to the technology and business development staffs) versus 1,211 employees one year ago
(including the 2010 internalization of 143 previously outsourced IT providers); and (iii) the increase in
expenses recognized in connection with stock options plan, which soared 73.4% year-on-year, to
R$53,630 thousand from R$30,921 thousand earlier, merely because differently from 2011 there were no
option grants one year ago. Each of these factors accounted for about a third of the increase in expenses
for 2011.
Data processing.
This expense line hit R$104,422 thousand, up 2.7% from R$101,690 thousand in the
prior year. The internalization of technology personnel (discussed above) was a determinant factor in
stifling further increases in time billed by outsourced providers, as we are in the process of executing
capital-intensive projects to overhaul, modernize and strengthen our technology infrastructure and
resources.
Depreciation and amortization.
This line item went up 37.2% year-on-year, to R$75,208 thousand from
R$54,818 thousand one year ago, primarily as a result of the upturn in capital expenditures over the
course of 2010 in connection with our capital-intensive technology projects.
Marketing and promotion.
This line item declined 8.9% year-over-year, to R$38,609 thousand from
R$42,376 thousand one year ago, primarily due to a shift in policy which redirected the expenses with
financial education initiatives and marketing campaigns to more affordable channels.
Contribution to MRP (Guarantee Fund transferred to BSM)
This expense relates to an extraordinary, non-recurring transfer of R$92,342 thousand in restricted funds
passed on to BSM. These restricted funds had been segregated from our assets and reserved as a
guarantee fund within the scope of a regulatory investor compensation scheme (the MRP, or Investor
Compensation Mechanism Fund) established in connection with certain types of investor claims, which is
now operated by BSM. While we previously had control of this guarantee fund, we have, in line with our
policy to strengthen and consolidate BSM as an autonomous and financially independent self-regulatory
organization, enforcer and overseer of the markets, transferred the control and management of this
investor compensation scheme, and passed the funds on to BSM, thus unifying this type of resources
under the oversight and enforcement authority of BSM. In doing so, we also passed on to BSM any
interest income earning on future financial investments of these funds.
Sundry.
This expense line hit R$47,478 thousand, up 13.7% year-over-year.
Operating income
At R$1,088,020
thousand, the operating income (revenues, net of expenses) was 14.0% down from
R$1,265,238 in the prior year.
Gain (loss) on equity-method investment (equity in the results of subsidiaries and investees)
Starting from the third quarter of 2010, when we increased to 5.1% our ownership interest in shares of
the CME Group, we now account for this investment under the equity method of accounting and recognize
gains and losses through profit or loss in the statement of income. Our gain from the investment in CME
Group totaled R$219,461 thousand, up 473.9% from R$38,238 thousand one year ago, due to (i) an
incremental gain in the CME Group results from an extraordinary reversal of provision for taxes; and (ii)
because our investment in CME Group shares began to be accounted for as an equity-method investment
only in the third quarter of 2010, whereas the 2011 figure accounts for a full-year recognition of our share
in the results of the investee, thereby affecting the year-on-year comparability of this line item. It is worth
noting this line item includes recognition of R$62,987.3 thousand worth of tax benefit in the form of
income tax to offset against income tax paid abroad. Of this amount, R$44,936.4 thousand were offset
against current income tax and social contribution payable, as discussed below in the ,,income tax and
social contribution line item, under ,,income before taxation on profit in the statement of income.
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Interest income, net
Net interest income of R$280,729 thousand shed 2.9% from R$289,039 thousand one year ago. Interest
revenue climbed to R$357,720 thousand from R$329,084 thousand the year before influenced by an
increase in average interest rate earned on financial investments and higher average cash invested in
short- and long-term investments. However, the interest revenues were negatively impacted by an
increase in interest expenses, which climbed to R$76,991 thousand from R$40,045 thousand one year ago
due to coupon payments required to be made to global senior notes issued in our July 2010 cross-border
offering.
Income before taxation on profit
Income before taxation on profit fell slightly, by 0.3% year-on-year, to R$1,588,210 thousand from
R$1,592,515 thousand the year before, explained primarily by proportionally higher year-on expenses over a
substantially unchanged revenue base, particularly the one-off effect of the passing of a Guarantee Fund
(R$92,342 thousand) to BSM, our market surveillance arm, coupled with the year-on increase in expenses
with our stock options plan and the equity pickup on our equity-method investment, as previously discussed.
Income tax and social contribution
Income tax and social contribution for the year totaled R$539,681 thousand, up 20.5% from R$448,029
thousand in the prior year. This line item comprises current income tax and social contribution amounting
to R$49,422 thousand, including R$44,936.4 thousand which we offset against income tax paid abroad
(such as discussed previously under the ,,gain (loss) on equity-method investment line item), such that
just the difference of R$4,485.6 thousand had an impact on cash flow generation. Additionally, at
R$490,259 thousand, the line item ,,deferred income tax and social contribution comprises (i) recognition
of deferred tax liabilities of R$498,252 thousand related to temporary differences attributable mainly to
amortization of goodwill for tax purposes, with no impact on cash flow for the year; and (ii) recognition of
deferred tax assets amounting to R$7,993.0 thousand related to tax losses, negative tax base and tax
credits related to other temporary provisions.
Net income for the year
Net income for the year declined 8.4% year-on-year to R$1,048,529 thousand at December 31, 2011 from
R$1,144,486 thousand one year ago.
Net income available for BM&FBOVESPA shareholders
Net income available for BM&FBOVESPA shareholders of R$1,047,999 thousand was down 8.4% year-on-
year from R$1,144,561 thousand the year before, primarily due to proportionally higher expenses having
taken a larger share of a virtually unchanged revenue base, with a note concerning the one-off expense
recognized in connection with the passing of restricted funds (Guarantee Fund) to BSM and the expenses
with the stock options plan, both discussed previously herein.
COMPARATIVE
ANALYSIS
OF
MAIN
LINE
ITEMS
OF
THE
AUDITED
CONSOLIDATED
BALANCE
SHEET
STATEMENTS
Year ended December 31, 2012 compared with year ended December 31, 2011.
T
OTAL
A
SSETS
At R$24.147.114 thousand, total assets climbed 2.4% from R$ 23,589,922 thousand one year ago.
Current assets
Current assets surged 47.3% year-over-year, to R$3,536,282 thousand (14.6% of total assets) from
R$2,401,134 thousand the year before due mainly to an increase in investments maturing in the near
term (less than 12 months), and the upcoming maturity of a number of government bonds in our
investment portfolio.
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Cash and cash equivalents; short-and long-term financial investments.
These comprise line items
registered under current assets (,,cash and cash equivalents comprising cash on hand and demand
deposits, in addition to short-term financial investments) as well as under noncurrent assets (long-term
financial investments). Short- and long-term financial investments are liquid investments with prime
banks, and in financial investment funds, government bonds and other highly liquid financial assets. At
December 31, 2012, cash and cash equivalents plus short- and long-term financial investments totaled
R$3,850,639 thousand, a 1.8% year-on-year rise from R$3,782,411 thousand one year ago.
Noncurrent assets
Noncurrent assets of R$20,610,832 thousand (85.4% of total assets) fell 2.7% year-on-year from
R$21,188,788 thousand one year ago. Set forth below is a brief discussion of main changes to line items
under noncurrent assets not previously discussed.
Investments.
This line item increased 8.1% year-on-year to R$2,928,820 thousand from R$2,710,086
thousand previously. The ,,investments line consists primarily of investment in associate which we account
for under the equity method of accounting, and relates to our ownership interest in shares of the CME
Group, which at December 31, 2012, was recorded at R$2,893,632 thousand. The year-on-year rise first
noted above is attributable mainly to devaluation of the Brazilian
real
against the U.S. dollar and our
recognition of the gain on equity-method investment.
Intangible assets.
This line rose by 1.0% year-over-year, to R$16,512,151 thousand from R$16,354,127
thousand previously. Intangible assets consist of (i) goodwill, which at R$16,064,309 thousand kept a flat
line in each year, and accounted for 66.5% and 68.1% of total assets at December 31, 2012 and 2011,
respectively; and (ii) software and projects, which soared 54.5% year-over-year to R$447,842 thousand
from R$289,818 thousand one year ago due mainly to acquisition, implementation and development of
new software applications and systems.
Current liabilities
Current liabilities decreased 14.0% year-over-year to R$1,660,609 thousand from R$1,929,946 thousand
the year before. This change is attributable mainly to a 24.4% decrease in the ,,collateral for transactions
line item, as the year-end balance of cash collateral pledged as margin by market participants declined to
R$1,134,235 from R$1,501,022 one year ago.
Noncurrent liabilities
Noncurrent liabilities of R$3,072,632 thousand went up 27.9% from R$2,402,485 thousand in the prior
year. Set forth below is a brief description of the main changes to line items under noncurrent liabilities.
Debt issued abroad and loans.
Loans and financing amounting to R$1,242,239 thousand rose 9.1% from
R$1,138,659 thousand one year earlier primarily on account of the devaluation of the Brazilian
real
(our
functional currency) against the U.S. dollar, which is the transaction currency for our global senior notes
issued abroad (in a July 2010 cross-border bond offering).
Deferred income tax and social contribution.
Deferred income tax and social contribution liabilities
amounted to R$1,739,644 thousand versus R$1,204,582 thousand one year ago, a 44.4% year-on-year
surge resulting from recognition of the temporary difference between the tax base of goodwill and its
balance sheet carrying value (while goodwill continues to be amortized for tax purposes, from January 1,
2009, it is no longer amortized for accounting purposes, thus resulting in a goodwill tax base that is lower
than its carrying value).
Shareholders equity
Shareholders equity of R$19,413,882 thousand was virtually unchanged with a scanty 0.8% year-on-year
drop from R$19,257,491 thousand one year ago.
Year ended December 31, 2011 compared with year ended December 31, 2010.
T
OTAL
A
SSETS
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22
At R$ 23,589,922 thousand, total assets climbed 4.2% from R$22,633,975 thousand one year ago.
Current assets
Current assets fell 5.7% year-on-year to R$2,401,134 thousand from R$2,547,589 thousand the year
before.
Cash and cash equivalents; short-and long-term financial investments.
These comprise line items
registered under current assets (,,cash and cash equivalents comprising cash on hand and demand
deposits, in addition to short-term financial investments) as well as under noncurrent assets (long-term
financial investments). . At December 31, 2011, cash and cash equivalents plus short- and long-term
financial investments totaled R$3,782,411 thousand, a 10.1% year-on-year rise from R$3,435,345
thousand one year ago.
Noncurrent assets
Noncurrent assets of R$21,118,778 thousand climbed 5.6% year-on-year from R$20,086,386 thousand
one year ago. Set forth below is a brief discussion of the main changes to line items under noncurrent
assets not previously discussed.
Investments.
This line item increased 18.5% year-on-year to R$2,710,086 thousand from R$2,286,537
thousand previously. The ,,investments line consists primarily of investment in associate which we account
for under the equity method of accounting, and relates to our 5.0% ownership interest in shares of the
CME Group, which at December 31, 2011, was recorded at R$2,673,386 thousand. The year-on-year
change first noted above is attributable primarily to devaluation of the Brazilian
real
against the U.S. dollar
over the year and our recognition of the gain on equity-method investment.
Intangible assets.
Intangible assets were up slightly, by 0.9% year-on-year, to R$16,354,127 thousand
from R$16,215,903 thousand previously. Intangible assets consist of (i) goodwill, which kept a steady line
at R$16,064,309 thousand by year-end in each year, and accounted for 68.1% and 71.0% of total assets
at December 31, 2011 and 2010, respectively; and (ii) software and projects, which soared 91.2% year-
on-year to R$289,818 thousand from R$151,594 thousand earlier due mainly to acquisition,
implementation and development of new software applications and systems.
Current liabilities
Current liabilities rose 36.3% year-on-year to R$1,929,946 thousand from R$1,416,204 thousand the year
before. Set forth below is a brief description of the main changes to line items under current liabilities.
Collateral for transactions.
Collateral for transactions at year-end amounting to R$1,501,022 thousand
jumped 57.2% from R$954,605 thousand one year ago. This change is due mainly to a year-on upsurge in
cash collateral pledged as margin by participants.
Noncurrent liabilities
Noncurrent liabilities of R$2,402,485 thousand surged 33.6% from R$1,798,723 thousand in the prior
year. Set forth below is a brief description of the main changes to line items under noncurrent liabilities.
Debt issued abroad and loans.
Loans and financing amounting to R$1,138,659 thousand rose 12.7% from
R$1,010,059 thousand one year earlier, primarily on account of the devaluation of Brazilian
reais
(our
functional currency) against the U.S. dollar, which is the transaction currency for our global senior notes
issued abroad (in a cross-border bond offering completed on July 16, 2010).
Deferred income tax and social contribution.
Deferred income tax and social contribution liabilities
amounted to R$1,204,582 thousand versus R$732,074 thousand one year ago, a 64.5% year-on-year
surge resulting from recognition of the temporary difference between the tax base of goodwill and its
balance sheet carrying value (while goodwill continues to be amortized for tax purposes, from January 1,
2009, it is no longer amortized for accounting purposes, thus resulting in a goodwill tax base that is lower
than its carrying value).
Shareholders equity
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23
Shareholders equity of R$19,257,491 thousand was virtually unchanged with a scanty 0.8% year-on-year
drop from R$19,419.048 thousand earlier.
10.2.
Management's discussion and analysis of
a.
The results of operations and, in particular:
i.
Material revenue components
Year ended December 31, 2012 compared to year ended December 31, 2011.
Our consolidated gross revenues climbed 8.2% year-on-year R$2,289,023 thousand from R$2,115,983
thousand one year ago.
Transaction revenues derived from both trading and clearing fees charged within our Bovespa
segment climbed 7.2% year-on-year to R$1,034,007 thousand, reflecting a combination of 11.7%
rise in average trading volume, which however was partially counterbalanced by fewer trading
sessions than the year before (246 in 2012 versus 249 in 2011), and a 2.2% fall in average basis
point margin (to 5.676 bps from 5.793 bps in the earlier year). This margin drop is in line with the
larger share of overall volume attributable to high frequency and intraday trading from which we
derive fees at lower-than-average margins.
Transaction revenues derived from both trading and clearing fees charged within our BM&F segment
jumped 13.9% year-on-year, to R$865,874 thousand, due primarily to a 7.3% year-on-year upsurge
in volumes traded and a 7.7% climb in average rate per contract (RPC).
Revenues unrelated to trading or clearing activities totaling R$389,142 thousand in 2012 kept a
virtually unchanged line from R$391,036 thousand one year ago.
Year ended December 31, 2011 compared to year ended December 31, 2010.
Our consolidated gross operating revenues climbed by flimsy 0.2% year-over-year, to R$2,115,983
thousand from R$2,111.539 thousand one year ago.
Transaction revenues derived from both trading and clearing fees charged within our Bovespa
segment declined 8.1% year-on-year and amounted to R$964,702 thousand, reflecting a
combination of virtually unchanged average trading volume and a fall in average basis point margin
(to 5.79 bps from 6.19 one year ago). The relatively subdued financial value (volume) traded and
this margin fall were due mainly to the larger share of overall volume attributable to high frequency
and day trading (from which we derive fees at lower-than-average margins), coupled with a stumble
in average volumes traded in equity-based derivatives on options and forward markets (where we
earn higher-than-average fees). Another factor further reining in revenues was the slow equity
offering market as prospective issuers responded to worsening market conditions by taking a wait-
and-see attitude (with the caveat, however, that in the comparative year to December 31, 2010, the
revenues from clearing and settlement fees earned on equity offerings had ballooned on account of
the massive seasoned offering implemented by Petrobras.
Transaction revenues derived from trading or clearing and settlement fees charged within our BM&F
segment jumped 5.3% year-on-year, to R$760.245 thousand, due primarily to a 7.8% year-on-year
upsurge in volumes traded, which however was not fully captured as revenue due to a 2.5% drop in
average rate per contract (RPC).
Revenues unrelated to trading or clearing and settlement activities surged 15.0% year-on-year to
R$391.036 thousand.
ii. Factors that materially influence the results of operations
Year ended December 31, 2012 compared to year ended December 31, 2011
The volume of business in both our Bovespa and BM&F segments ballooned over the course of 2012 to hit
new record highs. In the Bovespa segment, increased turnover velocity driven by a boost in volume
traded by foreign investors spurred an 11.7% spike in overall trading volumes. The primary reasons for
the foreign investing buildup are twofold: one, the fact that most of the high frequency trading volume
originates cross border; two, a shift in monetary policy which in December 2011 led the Government to
remove the 2% IOF tax levied on hot money inflows for investments in variable-income securities.
In turn, a 7.3% volume jump in the BM&F segment was pushed mainly by the surge in average volumes
traded in Brazilian-interest rate contracts. In addition, the average rate per contract (RPC) climbed 7.7%
year-over-year both as a result of the swelling volumes traded in longer-maturity Brazilian-interest rate
contracts and because the RPC for forex contracts was positively influenced by the depreciation of the
Brazilian real against the U.S. dollar (since our rates for these contracts are denominated in U.S. dollars).
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24
A combination of factors explains the increase in trading volume and greater concentration on longer-term
interest rate contracts, prime among which are the structural change brought about by drastic cuts in real
interest rate, coupled with increased credit availability and the greater portion of fix interest-bearing
government debt relative to total public debt.
Other factors which decisively influenced our 2012 results, as compared to 2011, include:
a 25.6% decline in interest revenues (to R$208,851 thousand versus R$280,729 thousand one year
ago) due primarily to a tumble in the interest rates earned on our financial investments, most of them
fixed-rate investments;
R$27,533 thousand reserved as provision for healthcare plan expenses;
R$15,000 thousand contributed to BSM to fund the operations of our market surveillance arm over
the course of 2013.
Year ended December 31, 2011 compared to year ended December 31, 2010
After two years of feeble and uneven recovery from the financial crisis, the global economic and financial
landscape in 2011 unveiled persistent weaknesses in developed economies. Events as the Eurozone
sovereign debt crisis and market mistrust that European policy makers would successfully implement
necessary fiscal adjustment programs in Eurozone countries; the downgrading of the U.S. credit rating;
the problem of deteriorating output growth; and fears that Chinas deepening economic slowdown would
ripple across the world economy, all made up for an uneasy economic landscape.
Meanwhile, in the domestic front, the economy experienced contrasting half-year periods as Brazils
government made sensitive trade-offs between objectives and implemented measures shifting policy
directions. Over the first half of the year, signaling concern about existing inflationary pressures, the
government repeatedly raised the Selic interest rate, adopting macroprudential measures to curb credit
growth and consumer demand, and to arrest the persistent currency appreciation, in the latter case by
expanding the taxation of financial transactions and increasing the rates of existing IOF levies, among
other things. In the second half of the year, as the U.S. debt-ceiling crisis threatened global markets, and
the Eurozone sovereign debt crisis deepened, putting the global economies, including Brazil, in further
peril; and as expectations for domestic GDP growth in 2011 and 2012 pointedly declined (see the chart
below), while industrial production weakened, the Brazilian government responded with fresh urgency in
ratcheting the benchmark rate, shifting policies to incentivize consumer spending on durables, cutting
taxes and loosening credit restrictions in an effort to stave off economic slowdown. Some of the
governments macroprudential measures had a direct impact on the domestic capital markets, including
markets BM&FBOVESPA operates. Such was the case, for example, when in July 2011, seeking to stem
hot money inflows to halt the currency appreciation the government broadened its financial transactions
tax to charge increases in short dollar exposures at a 1% rate. Then, in December, a welcomed switch
came when the government removed the 2% IOF tax charged on hot money inflows for investments in
equity securities and equity-based derivatives.
Against this backdrop, the average trading volume for the stock market (Bovespa segment) was virtually
unchanged from the earlier year, though still an all-time record, which is explained by a number of
reasons but primarily ­ and more so towards the latter half of the year ­ by dwindling expectations that
market forecasts could still be beaten. Additionally, the average basis point margin for markets comprising
the Bovespa segment fell to 5.79 bps from 6.19 one year ago, pushed mainly by the larger share of overall
volume attributable to high frequency and day trading, from which we derive fees at lower-than-average
margins, coupled with a stumble in average volumes traded in equity-based derivatives on options and
forward markets, where we earn higher-than-average fees. The combination of these factors resulted in an
8.1% year-on-year decline in our revenues for the segment. Moreover, the after-effects of the IOF tax
removal implemented by end-2011 (relative to trading in equity securities and equity-based derivatives by
nonresident investors) will only materialize in any measurable way over the first few months of 2012.
In turn, the average daily volume traded in derivatives on markets comprising the BM&F segment rose
7.8% year-on-year in the wake of further growth in foreign trade and increased credit availability
(particularly through fixed-rate loan facilities) and monetary policy shifts and turnabout moves over the
year. Ultimately, this led to a 2.5% tumble in average rate per contract (RPC). Additionally, the
introduction in July of an IOF tax levy on increases in short dollar exposures significantly depressed the
volumes traded in forex contracts; so much so that a month-on-month comparison of periods of roughly
similar volatility levels before and after the new tax (i.e., May and October 2011) point to a 20.0% plunge
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25
in average volume. The combination of these factors resulted in a 5.3% year-on-year rise in our revenues
for the segment.
Other factors that materially impacted our results of operations for 2011 as compared to 2010 include:
The one-off passing of the Guarantee Fund (R$92,342 thousand) to BSM, which we recognized as an
extraordinary expense and increased our total expenses for 2011 by R$92,342 thousand;
The increase in expenses with the employee stock options plan, which soared 78.5% year-on-year,
to R$55,191 thousand from R$30,921 thousand earlier, because differently from 2011 there were no
option grants one year ago.
b.
Changes in revenues attributable to fluctuations in market prices, exchange rates,
inflation rates, changes in volumes and offerings of new products or services
Year ended December 31, 2012 compared to year ended December 31, 2011
Changes in revenues attributable to changes in our pricing policies or to fluctuations in exchange rates
include:
Trading and post-trade transactions within the Bovespa segment.
In August 2011, as discussed
elsewhere herein, we announced a comprehensive revision of our pricing policy for the segment to
eliminate cross subsidies embedded in fee rates across our trading and post-trade business lines.
While this policy revision affected the comparability of the 2012 and 2011 revenue lines as regards
fees derived from trading activities and post-trade activities, the comparability of total revenues for
these two years has not been hampered.
Trading and post-trade transactions within the BM&F segment.
The variation in exchange rates
between the years 2011 and 2012 positively influenced the average RPC for forex contracts (+
16.4%) and U.S. dollar-denominated interest rate contracts (+ 7.9%), as the fees we charge for
both are denominated in U.S. dollars. Between 2011 and 2012 the average exchange rate for U.S.
dollars appreciated 17.6% against the Brazilian real.
5
Market data sales (vendors ­ signal broadcast).
This revenue line was positively influenced by the
appreciation of the U.S. dollar against the Brazilian real, as about 40% of the revenues from market
data sales originate from foreign customers from whom we charge fees denominated in U.S. dollars
for payment abroad.
Year ended December 31, 2011 compared to year ended December 31, 2010
Changes in revenues attributable to changes in our pricing policies or to fluctuations in exchange rates
include:
Trading and post-trade transactions within the Bovespa segment.
In August 2011 we announced the
results of a comprehensive review of our pricing policy for the segment, which was designed to
eliminate cross subsidies embedded in fee rates across our trading and post-trade business lines. In
reviewing this policy, we were concerned to ensure it would have ,,neutral effect relative to overall
cost-by-trade for market participants and investors (per then existing pricing structure), while
adequately rebalancing the fee structure to correct price distortions. As a result of this review and
rebalancing effort, the aggregate of trading and settlement fees we now charge account for average
30% of the overall cost-by-trade within the Bovespa segment, which is in line with international
pricing practices and has not adversely affected the overall cost-by-trade for investors.
Trading and post-trade transactions within the BM&F segment.
In October 2011, with similar
objectives as discussed above, we announced the results of a similar comprehensive review of our
pricing policy for the segment. Under the new pricing structure, after our rebalancing effort, the
aggregate of the fees we charge for trading and post-trade services now account for average 40% of
the overall cost-by-trade for the segment.
Listing fees.
The discounts previously granted on listing annuities came to an end, as announced in
2009 when we implemented a change in policy for phased-out termination of annuity discounts.
Market data sales (vendors ­ signal broadcast).
The change in pricing policies implemented in
August 2010 slashed the fees we charge from traders doing business through our Home Broker
platform and impacted our revenues from market data sales for the full year, thus affecting the year-
over-year comparability.
Participant access (order entry and other fees charged within Bovespa segment).
Aimed at boosting
trading volumes, we reviewed our pricing policies and revised the market access price schedule to
5
Year-over-year exchange rate variation is calculated as the average fluctuation of the PTAX exchange rate as at the end of December
2010 through end-November 2012, as these rates provide the basis on which to calculate average RPC for the months of January 2011
through December 2012, respectively. The PTAX rate is compiled and released at the close of business on a daily basis by the Central
Bank.
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26
cut fee rates for unexecuted orders in excess of the order-per-trade cap (implemented in March and
December 2011). We also revised the price schedule for technology services we provide to
brokerage firms, which included cuts in fees for use of the Sinacor system (our integrated system for
brokers management of back, middle and front-office activities) and for connection to the
BM&FBOVESPA Communications Network, or RCB (in March 2011).
Depository, custody and back-office services
. In December 2012 we announced a program
established in cooperation with the Brazilian Treasury and a platform (the Treasury Direct platform,
or Tesouro Direto)
we operate through our central securities depository for retail investors to trade
in government bonds through the Internet. In December 2010 we announced a program designed
to expand the Treasury Direct investor base, encourage long-term household savings and increase
the savings rate. For this purpose, the program included incentives to custodians (banks and
brokerage firms) for government bonds and treasury bills traded on this platform, in the form of a
0.15% credit on the overall financial value (volume) of trades allocated by custodian. As a result of
this successful strategy, the number of retail traders actively doing business through this platform
soared 57.0% from the earlier year. We have since extended the program through 2012, with a
0.10% credit over total volume by custodian.
We should note the above changes were designed to have no (and had no) significant impact on our
consolidated results for 2011 and 2010.
c.
Impact on financial condition and results of operations attributable to changes in
inflation rates; in market prices for the principal raw materials and other supplies; in
exchange and interest rates.
The level of interest rates impacts our financial results (net interest income) insofar as it influences the
market remuneration rates we earn on our financial investments, which at December 31, 2012, totaled
R$3,806,997 thousand. Thus, the year-on-year decline in average interest rate paid on our investments
negatively affected our interest revenues, which in 2012 hit R$297,217 thousand versus R$357,720
thousand one year ago.
In the case of changes in exchange rate, the impact of the depreciation of the local currency relative to
U.S. dollars over 2012 was twofold: (i) our interest expenses increased, as most our onerous liabilities
relate to the U.S.-dollar denominated debt under global senior notes issued in a cross-border bond
offering completed on July 16, 2010 (see subsection 10.1(b) above); and (ii) the average fee rates we
charge on trades in forex futures contracts and U.S. dollar-denominated interest rate contracts went up
because these fees are denominated in U.S. dollars (see subsection 10.2(b) above).
Additionally, the inflation rate influences our expenses, in particular expenses with personnel and related
charges (see subsection 10.1(h) above.). Under our August 2012 collective bargaining agreement, the
payroll and related charges climbed by 5.36% or 6.50%, depending on wage bracket.
10.3.
Management's discussion and analysis of actual or expected material effects on the
financial statements or results of operations from the factors set forth below.
a.
Creation or disposition of operating segment.
No operating segment was created or sold in the year ended December 31, 2012. Accordingly, no such
event has had or is expected to have any effects on our financial statements, financial condition or results
of operations.
b.
Company organization; acquisition or disposition of ownership interest.
No event entailing the organization of a company has occurred in the prior year, nor any acquisition or
disposition of ownership interest carried out in the year ended December 31, 2012.
c.
One-off and extraordinary events or transactions.
In the year ended December 31, 2012, there were no events or transactions characterized as one-off or
extraordinary events or transactions related to us or our business which materially influenced, or are
expected to materially influence our financial statements and results of operations.
10.4.
Discussion and analysis of
a.
Significant changes in accounting practices
There were no significant changes in our accounting practices in the years ended December 31, 2012,
2011 and 2010.
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Our consolidated financial statements as of and for the year ended December 31, 2010, were the
initial consolidated financial statements prepared and presented under Brazils CPC and IFRS. The
consolidated financial statements were prepared and presented in accordance with accounting
standards CPC 37 (IFRS 1 ­
First-time Adoption of International Financial Reporting Standards)
and
CPC 43 (
First-time Adoption of Brazilian Accounting Standards CPC 15 to 41)
.
b.
Significant effects of changes in accounting practices
There were no significant changes in our accounting practices in the years ended December 31, 2012,
2011 and 2010.
c.
Qualifications and emphasis of matter paragraphs included in the independent
auditors' report
The independent auditors report on our financial statements as of and for the years ended
December 31, 2012, 2011 and 2010, includes, in each case, an emphasis of matter paragraph to
the effect that
"the unconsolidated financial statements were prepared in accordance with the accounting
practices adopted in Brazil. In the case of BM&FBOVESPA S.A. ­ Bolsa de Valores, Mercadorias e Futuros,
these practices differ from IFRS applicable to separate financial statements only in relation to the
measurement of investments in subsidiaries and associate entities accounted for under the equity method,
since IFRS would require them to be carried at cost or fair value. Our opinion is not qualified with respect
to this matter."
10.5.
Critical accounting policies and analysis, in particular, of accounting estimates
requiring Management to exercise judgment and make subjective assumptions about
future events and uncertainties which can materially influence the financial condition
and results of operations. Critical accounting estimates may relate to provisions,
contingencies, recognition of revenues, tax credits, long-term assets, the useful life of
noncurrent assets, pension schemes, adjustments for foreign currency translations,
environmental recovery costs, impairment and recoverability testing standards for fair
value measurement of assets and financial instruments, among other things.
a.
Financial instruments.
(i) Recognition and measurement
The Company classifies financial assets under the following categories: designated at fair value
through profit or loss; loans and receivables; held to maturity and available-for-sale. The classification
depends on the purpose for which a financial asset is acquired. Management determines a financial
asset classification at the time of initial recognition.
Thus, given the we are a securities, commodities and derivatives exchange, both in legal nature and
corporate purpose, and because of the nature and objectives of our financial investments,
Management typically determines that we recognize our financial investments as financial assets
designated at fair value through profit or loss upon initial recognition.
Financial assets designated at fair value through profit or loss
Financial assets designated at fair value through profit or loss are financial assets held for active and
frequent trading or assets we designate as measurable at fair value through profit or loss upon initial
recognition. They are classified as derivative financial instruments under current assets. A gain or loss
on a financial asset classified at fair value through profit or loss results from changes in fair value, and
is recognized as profit or loss in the statement of income under the "interest income" line item, in the
period in which these changes occur.
Loans and receivables
These comprise loans granted and receivables that are non-derivative financial assets with fixed or
determinable payments, not quoted in an active market. Loans and receivables are recorded under
current assets, except for those maturing more than 12 months after the balance sheet date (which
are classified under noncurrent assets). Our loans and receivables substantially comprise trade
accounts receivable. Loans and receivables are measured at amortized cost on an effective interest
rate basis, net of impairment charges.
Available-for-sale financial assets
Available-for-sale financial assets are non-derivatives designated on initial recognition as available for
sale, or any other instruments not classified under any other category. They are recorded under
noncurrent assets, unless management intends to sell the investment within 12 months after the
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balance sheet date. Available-for-sale financial assets are measured at fair value. Interest on available-
for-sale securities, as computed using the effective interest method, is recognized in the statement of
income as interest revenue. The cumulative holding (unrealized) gain or loss from changes in fair value
is recognized in comprehensive income, in a fair value adjustment account, and recognized through
profit or loss when realized upon a sale or impairment of the relevant available-for-sale financial asset.
Fair value measurements
Fair value measurements of securities quoted in an active market are based on current market prices.
If a market for a financial instrument is not active or a security is unquoted, fair value is measured
through valuation techniques, such as, for example, option pricing models.
(ii) Derivative instruments and hedging activities
Derivatives are recorded at fair value on initial recognition, as of the date of the derivatives instrument,
and are subsequently measured at fair value, with changes in fair value recognized through profit or
loss, except where a derivative is designated as net investment hedge.
(iii) Hedge of a net investment in a foreign operation
A gain or loss on a hedging instrument attributable to the effective portion of the hedge is recognized
in comprehensive income. A gain or loss attributable to any ineffective portion of the hedge is promptly
recognized through profit or loss in the statement of income. Cumulative gains or losses recognized in
equity are recognized through profit or loss in the statement of income at the time all or some of the
foreign operation (the hedged item) is sold or otherwise disposed of.
(iv) Testing hedge effectiveness (hedge of a net investment in a foreign operation)
Under CPC 38 (IAS 39) we are required to assess the hedge effectiveness periodically by conducting
retrospective and prospective effectiveness tests. On testing backward-looking effectiveness, we adopt
the ratio analysis method, also called dollar offset method, as applied on a cumulative and spot-rate
basis. In other words, this method compares changes in fair values of the hedging instrument and
hedged item attributable to the hedged risk, as measured on a cumulative basis over a given period
(from the hedge inception to the reporting date) using the foreign currency spot exchange rate as of
each relevant date in order to determine the ratio of cumulative gain or loss on our senior notes
principal amount to cumulative gain or loss on the net investment in a foreign operation over the
relevant period. On testing forward-looking effectiveness, we adopt stress scenarios which we apply to
the hedged variable (margin of effectiveness) in performing foreign currency sensitivity analysis to
determine degree of sensitivity to changes in exchange rates.
b.
Intangible assets.
Goodwill
Goodwill or negative goodwill on the acquisition of an investment is calculated as the difference
between the consideration paid or payable for a business at the acquisition date and the net fair value
of the assets and liabilities of the entity acquired. Goodwill paid for control of an entity (subsidiary) is
recognized under "intangible assets." In turn, negative goodwill is a gain recognized immediately
through profit or loss for the period (as determined by the acquisition date). Goodwill is tested for
impairment on an annual basis, and indications of potential impairment are reassessed at shorter
intervals. Goodwill is stated at cost less impairment losses. Additionally, recognized impairment losses
on goodwill are not subsequently reversed.
Goodwill is allocated to cash generating units (CGU) for impairment testing purposes. Specifically,
allocations are made to such cash generating units as are expected to benefit from the business
combination originating goodwill, as identified based on operating segment.
Software and projects
Software licenses we acquire are capitalized at cost incurred and amortized over the estimated useful
life.
Software development or maintenance costs are expensed as incurred. Expenditures related directly to
unique, identifiable software we control, and which are likely to generate economic benefits greater
than the costs over a one-year period, are recognized as intangible assets.
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Amortization expense is recognized in the statement of income unless included in the carrying amount
of another asset. In such cases, the amortization of intangible assets used for development activities is
included as part of the cost of the other intangible asset.
Expenditures with development of software recognized as assets are amortized using the straight-line
method over the software useful life.
c.
Associates - Step Acquisitions
The cost of an associate acquired in steps is measured as the aggregate of the amounts paid in each
transaction. Cumulative gain or loss previously recognized in comprehensive income, while classified
as an available-for-sale asset, is subsequently reversed against the investment account and restated as
part of the acquisition cost. Goodwill is calculated at each acquisition step as the difference between
acquisition cost and the fair value of net assets in proportion to interest acquired.
The total book value of the investment is assessed for impairment by comparing carrying value and
recoverable value (determined as the higher of selling value net of costs to sell, or value in use) when
the requirements of the CPC 38 (IAS 39) suggest an impairment loss on the investment may have
occurred.
d.
Contingent assets and liabilities; legal obligations
The recognition, measurement, and disclosure of contingent assets and liabilities and legal obligations
observe the criteria defined in CPC 25/IAS 37.
Contingent assets
- These are not recognized unless management has full control over their
realization, or there are secured guarantees, or a final, unappealable court decision is in place,
permitting assumption that a gain will materialize. Contingent assets whose realization is deemed
to be probable, where applicable, are just disclosed in the financial statements.
Contingent liabilities
- These are recognized based on a number of factors, including the opinion
of counsel; the nature of the lawsuit; existing similar or issue-connected lawsuits; and court
precedents. Contingent liabilities are recognized where a loss is assessed as probable, since this
would imply probable outflow of funds for settlement of the obligation, provided a sufficiently
reliable estimate of amount can be made. Contingent liabilities assessed as a possible loss are not
recognized but are disclosed in notes to financial statements, whereas those that are assessed as a
remote loss are neither recognized nor disclosed.
Legal obligations
- Legal obligations result from tax lawsuits in which our Company is discussing
the legality, validity or constitutionality of certain taxes and charges. These are fully recognized
regardless of any assessment as to the prospects for a win or defeat.
Other Provisions
- Provisions are recognized where BM&FBOVESPA has a present obligation,
whether legal or constructive, resulting from past events, and it is probable an outflow of funds will
be required to settle the obligation, provided a reliable estimate of amount can be made.
e.
Impairment of assets
Assets with indefinite useful life, such as goodwill, are not amortized but tested for impairment on an
annual basis, with indications of potential impairment again assessed at shorter intervals. Assets that
are subject to amortization are tested for impairment at any time events or changes in circumstances
suggest the carrying value may not be fully recoverable. Where carrying value exceeds recoverable
value the impairment loss is recognized. Recoverable value is defined as the higher of fair value less
costs to sell or value in use. For impairment assessment purposes, assets are grouped at the lowest
levels for which there are separately identifiable cash flows (cash generating units, or CGUs). An
impairment loss for a non-financial asset (except for goodwill) is subsequently reversed if at the
relevant reporting date there has been a change in the estimates used to determine recoverable value.
f.
Deferred income tax and social contribution
Deferred taxes are calculated on income tax and social contribution losses and the temporary
differences between the tax calculation bases of assets and liabilities and the respective book values in
the financial statements.
Deferred tax assets are recognized to the extent that it is probable sufficient future taxable profit will
be available to be offset against temporary differences and/or tax losses, considering projections of
future income performed on the basis of internal assumptions and forward-looking economic scenarios
which present uncertainties and may ultimately differ from actual events.
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Deferred tax liabilities are recognized in relation to all taxable temporary differences, that is,
differences that should result in taxable amounts in determining taxable profit (tax loss) of future
periods when the carrying value of an asset or liability is recovered or settled.
Deferred income tax and social contribution are not recorded if resulting from initial recognition of an
asset or liability in a transaction other than a business combination, which at the time of the
transaction does not affect net income or taxable income (tax loss). Deferred income tax and social
contribution are determined using tax rates (and tax laws) promulgated, or substantially promulgated
at the balance sheet date, which are applied when the related deferred tax asset is realized or the
deferred tax liability is settled.
The amounts recognized as income tax and social contribution assets and liabilities are offset only if
there is a legally enforceable right to offset current tax assets against current tax liabilities and/or if
the income tax and social contribution assets and liabilities correlate with income tax and social
contribution levied by the same tax authority on the taxable entity, or different taxable entities, where
there is intent to settle the balances on a net basis.
g.
Critical accounting estimates and assumptions
i)
Equity method of accounting
We apply the equity method in accounting for equity investments concerning which we have the ability
to exercise significant influence over the operations and financial policies of the investee.
Managements judgment regarding the degree of influence we exercise over an investee considers key
factors as proportionate interest in the shares, representation at board level, whether or not we have a
say in defining business guidelines, corporate and financial policies, or material intercompany
transactions. With regard to the investment in the CME Group, their financial statements are originally
prepared in accordance with the accounting principles generally accepted in the United States (US
GAAP) and are adjusted to Brazilian accounting practices before applying the equity method.
ii)
Impairment of assets
We test assets for impairment including in particular goodwill and fixed assets, on an annual basis or at
shorter intervals if necessary. Impairment tests are conducted pursuant to the accounting practices set
forth under subsection 10.5(b).
iii)
Recognition of financial instruments
We classify financial assets under the following categories: (i) measured at fair value through profit or
loss and (ii) available for sale. The classification depends on the purpose for which these financial
assets were acquired. Management determines the designation of financial assets upon initial
recognition. For additional information on the treatment and management of these assets, see
subsection 10.5(a).
iv)
Stock options plan
Our employees and executives and selected providers enjoy the benefit of a stock options plan. The
fair value of these options is recognized as expense in the period in which the option is granted.
Management revisits its estimate of the number of options that are likely to meet vesting requirements
and subsequently recognizes the effects of changes in initial estimates, if any, in the statement of
income, with an offset to the capital reserve account in equity.
v)
Post-retirement healthcare plan
The obligations with the healthcare plan depend on actuarial calculations based on multiple
assumptions. Changes in these assumptions could affect the carrying value of the obligations with the
healthcare plan.
10.6.
Internal controls adopted to ensure reliable financial reporting
a.
Degree of effectiveness of the internal controls; deficiencies and corrective
actions.
The improvements and automation of internal control processes under responsibility of the financial
department were consolidated over the course of 2012, giving Management more efficient and reliable
tools to better control expenses and prioritize projects.
The initiatives we implemented over the year include highlights as a development of a new ERP system
(enterprise resource planning) using a SAP AGs integrated solution. Implemented in January 2013, the
new system allows for automated control of the opex and capex budget and sustained improvement of
management mechanisms for the operating expenses and capital expenditures, the internal payment
policies; and procurement activities and activity based costing methods.
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b.
Remarks on internal controls deficiencies and recommendations included in the
independent auditors' report.
Our independent auditors have conducted a survey and assessment of our accounting and internal
controls systems in connection with their audit of our financial statements with the aim of determining the
nature, timing and extent of audit procedures and substantive testing, but not for the purpose of
expressing any opinion on the effectiveness of our internal controls.
Accordingly, we have received recommendations on possible improvements to our internal controls
system. These recommendations were given due consideration and incorporated into an action plan for
additional improvements to our internal controls, the implementation of which is under supervision of our
internal auditors.
10.7.
Discussion of any offering previously completed.
See subsection 10.1(f) of this form.
10.8.
Description of off-balance sheet arrangements.
a.
Off-balance sheet items.
Collaterals for transactions
Customer transactions carried out in markets we operate are secured by collateral these customers are
required to pledge as margin or otherwise. Collaterals consist mainly of cash, government bonds,
corporate debt securities, bank letters of guarantee and stocks, among other things. These collaterals are
segregated and treated off-balance sheet, except for cash collateral deposited as margin. For additional
information, see the discussion under subsection 10.9 below.
b.
Other off-balance sheet arrangements
Our Settlement Bank (BM&FBOVESPA Settlement Bank) manages the BM&F FoF ("FIC BM&F"), a fund of
funds called
Fundo BM&F Margem Garantia Referenciado DI Fundo de Investimento em Cotas de Fundos
de Investimento
, with net assets of R$179,440 thousand at December 31, 2012 (versus R$212,968
thousand and R$173,365 thousand at year-end in 2011 and 2010, respectively). In addition, in the course
of their business the Settlement Bank provides financial services and frequently operates as custodian for
financial assets (including within the scope of services and local legal representation provided for
nonresident investors).
Set forth below is summary information on the financial value of assets held in custody by the Settlement
Bank at December 31, 2012 and the comparative years of 2011 and 2010, respectively.
Securities held in custody on behalf of nonresident investors totaled R$154,911 thousand (versus
R$117,815 thousand and R$118,610 thousand, respectively);
Agricultural securities registered with the custody registration system operated by our Company
totaled R$15,079 thousand (versus R$16,216 thousand and R$51,216 thousand, respectively).
10.9.
Discussion of off-balance sheet arrangements reported under subsection 10.8
Central counterparty risk
BM&FBOVESPA operates four central counterparty clearing facilities, which the Central Bank considers
to perform systemically material roles. We call them (i) derivatives clearing house (for transactions
carried out on futures, forward, options and swap markets); (ii) FX clearing house (for spot FX market
transactions); (iii) bonds clearing house (transactions in, or based in government bonds, notes and
treasury bills carried out on cash and forwards markets, in addition to repo transactions and lending
and borrowing transactions); and (iv) equities and corporate debt clearing house (it provides clearance
and settlement for transactions carried out on cash, forwards, options and futures markets for equities,
equity securities and equity-based derivatives and corporate debt securities, and handles securities
lending and borrowing transactions).
Through these clearing facilities, BM&FBOVESPA acts as central counterparty to ensure multilateral
clearing and settlement (CCP) for transactions carried out on these markets. This means that in acting as
central counterparty we ensure full completion to transactions carried out or registered in our trading and
registration systems and, therefore, to a substantial portion of all trading activity taking place in the
domestic capital markets.
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Our central counterparty clearing facilities are responsible for providing efficiency and stability to the
market by ensuring trades are properly cleared and settled. A CCP interposes itself between counterparties
to financial transactions, becoming the buyer to the sellers and the seller to the buyers. Acting in the
capacity of central counterparty, we absorb the risk of the counterparties in-between a trade transaction
and its clearing and settlement, carrying out multilateral activities for financial settlement and clearing of
securities and financial assets. In modeling and managing CCP risks, we focus on calculation, control and
mitigation of credit risk related to clearing participants.
For proper risk mitigation, each clearing facility has its own risk management system and safeguard
structure. Each of these structures comprises the universe of mechanisms and remedies a clearing house
may resort to in order to cover losses in case of default, including collateral pledged by market participants
as margin or otherwise, special funds designed to cover losses, and co-liability undertaken by brokers and
clearing agents regarding transactions they intermediate or clear. To a large extent, each of these
safeguard structures adopts a ,,
defaulter pays
model, meaning a loss-sharing arrangement whereby each
participant is required to collateralize, to a high degree of reliability, any exposures it creates for other
participants, such that losses possibly resulting from a partys default are borne by the defaulting party.
Thus, margin requirements, margin calls and other collateral we may require market participants to post
are key elements of the structure by which we manage risks associated with our role as central
counterparty clearing house.
Transactions carried out on our markets are typically secured by collateral pledged as margin in the form
of cash, government bonds and treasury bills, corporate debt securities, bank letters of guarantee and
stocks, among other things. At December 31, 2012, the aggregate financial value of cash and other
collateral pledged to our clearing houses totaled R$176,481,916 thousand (versus R$178,556,455
thousand and R$143,087,657 thousand at December 31, 2011 and 2010, respectively), with all cash
collateral registered in the ,,collateral for transactions line item under current liabilities in our balance
sheet, whereas the remainder, i.e., non-cash collateral amounting to R$175,347,681 thousand (versus
R$177,055,433 thousand and R$142,133,052 thousand at year-end in 2011 and 2010, respectively), was
registered in off-balance sheet non-cash collateral accounts.
For additional information on collateral pledged to our clearing houses and our safeguard structures, see
Note 17 to our Financial Statements as of and for the year ended December 31, 2012.
10.10.
Key components of the business plan.
a.
Investments
i)
Quantitative and qualitative description of ongoing and planned
investments.
Since early 2010 we have been investing heavily in setting up a streamlined, efficient, modern technology
infrastructure, with IT resources to match, with the aim of establishing a solid foundation on which to
capture growth opportunities to better execute our strategy and build our future. These capital
expenditures should further boost our strategic position and sharpen our competitive edge.
Our 2010-2014 strategic growth plan calls for R$1.2 billion worth of investments, of which R$258,363
thousand, R$204,041 thousand and R$268,362 thousand were implemented in 2012, 2011 and 2010,
respectively. The larger part of this plan consists of investments in technology.
Moreover, we have redoubled our focus on identifying and pursuing new growth opportunities in Brazil
and elsewhere, including through international partnerships; on investing in financial education to form an
investment-minded middle class so as to widen the capital markets penetration; on widening the issuer
base by promoting equity financing as one of the cheaper and more flexible sources of finance, on
developing new products and markets to meet or anticipate demand as trading strategies become more
elaborate and the capital markets grow. Additionally; we plan to strengthen our relationship with
customers, our socially responsible investing initiatives and the regulatory framework for issuers, as well
as to bolster market surveillance.
Furthermore, we firmly believe in BM&FBOVESPAs potential for growth and a have clear understanding of
the important role our Exchange performs as a driver of strength and development for the Brazilian capital
markets. We strongly believe our investments in technology, in market development and a wider range of
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products and services are key factors to improve the quality of the services we offer, and to strengthen
and enhance the transparency of the Brazilian capital markets.
Technology Developments
BM&FBOVESPA aims to offer prime information technology resources and excellence in information
technology services to customer market participants and investors. To this end, our investments in
multiple IT projects in over 2012, 2011 and 2010 totaled R$231,722 thousand, R$183,444 thousand and
R$219.261 thousand, respectively. The discussion below highlights the main projects on whose
implementation we have been working.
The PUMA Trading SystemTM, our new multi-asset class trading platform.
In the first half of 2010, consistent with our partnership agreement with the CME Group, we started the
joint development of a multi-asset class trading platform for the trading of equities, derivatives, fixed
income securities and other exchange-traded or OTC-traded assets, which is co-owned by our Company
and the CME Group. The PUMA trading system will ultimately replace our existing trading systems. This
new trading platform will give us a state-of-the-art technology structure and technology independence,
will provide customers and participants with streamlined, efficient access to deal-making across markets,
and place BM&FBOVESPA high amongst the fastest, most reliable, efficient and technologically advanced
exchange-based marketplaces in our industry.
In the second half of 2011 we completed the implementation of the first stage of the project, comprising
the derivatives and spot forex module, which is now fully operational. And late in 2012 we completed the
development stage and internal testing of the equities module of out PUMA Trading System. Now,
production testing is ongoing, with mock trading sessions being conducted with the participation of market
participants. The equities module is set to implement in the first quarter of 2013.
Integrated Central Clearing Facility.
Since completing the integration of the two formerly independent local exchanges into BM&FBOVESPA,
one of our more important projects has been to combine the four clearing houses (equities and corporate
debt securities; derivatives, forex, bonds) we operate into a single, fully-integrated, central clearing
facility. Our new central clearing facility has been planned to give us highly efficient, multi-asset, multi-
market, integrated risk management capabilities, allow for cross-margining, and improve risk management
processes and the management of cash and other collaterals pledged by market participants, so we have
the ability to offer highly solid and efficient clearing and settlement services to market participants and
investors.
The project made headway in the last quarter of 2011, when we announced a partnership with Cinnober,
a Sweden-based global provider of advanced financial technology, which will include a perpetual license
for use of TRADExpress RealTime Clearing®, their high performance, multi-asset, clearing and real-time
risk management system. The RealTime Clearing system (RTC system) will be the backbone our future
multi-asset, multi-market, integrated clearing facility for its
technologically innovative,
high performing
capabilities, high capacity, stability and security features.
Then, late in 2012, we announced the launch of our Post-Trade Integration Program
(Programa de
Integração da Pós-Negociação - IPN)
in connection with the upcoming creation of our multi-market central
clearing facility, which will be based on CORE, or CloseOut Risk Evaluation, our new, pioneering, purpose-
developed central counterparty multi-asset, multi-market, risk management framework, and the lynchpin
of a solid risk management system architecture, with performance to match the RTC system. In addition,
our derivatives clearing house is set to migrate to the new infrastructure by end-2013, whereas equities
clearing activities are expected to complete the migration stage over 2014. We are required to obtain
regulatory approval to implement the IPN-CORE project.
New Data Center
We have been making substantial investments in our technology infrastructure, as part of our efforts
towards reorganizing and streamlining our data centers to benefit from a truly modern, efficient, safe and
high-performing technology platform, which is better prepared to support our future growth. We centered
our strategy on two primary data centers, one designed for our trading systems and applications, the
other planned to house our post-trade systems and applications. One such data center has been
operational since June 2010 after having relocated, along with some of our IT team, to a leased high-
capacity hosting facility. The other data center will be a brand new, especially planned and designed
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facility, custom-made to meet our specific needs and demands. The construction of our new data center
began late in 2012 and is set to complete by late 2013, when we plan to start the equipment relocation
and migration phase.
New OTC trading platform for derivatives and fixed-income securities
In November 2011, in the context of our project for a new, streamlined, state-of-art OTC platform for
over-the-counter derivatives, we announced a partnership with Calypso Technology, Inc., a global
application software provider of an integrated suite of trading and risk applications to financial and capital
market institutions. The Calypso system will give us a new operating model for registration and treatment
of OTC transactions, risk calculation and collateral management, while offering nimble, flexible and cost
efficient features and capabilities, fit to meet regulatory requirements and market demands.
Early in 2013 we began the certification process for the first stage of the new OTC platform, meaning the
module for registration and treatment of transactions in currency non-deliverable forwards (of the
unsecured category). Following the certification, market participants will be asked to test the system
functionalities before it launches, which is set to take place in the second quarter of 2013.
In addition, we are in the process of developing a platform for registration and treatment of transactions
in fixed-income securities. The first two modules, for transactions in bank deposit certificates (
certificados
de depósito bancário
, or CDBs) and in real estate credit bills (
letras de crédito imobiliário
, or LCIs), are set
to implement in the first half of 2013.
ii)
sources of financing for these investments.
The primary source of funds we currently use to finance our strategic investment plans is operating cash
flow. We may also consider alternative sources of financing, such as bank loans or a government or
development bank financing program, or we may elect to source funds by accessing the domestic or
international capital markets. In 2010, with the aim of sourcing funds with which to pay for an additional
interest in CME shares, we carried out a cross-border offering of global senior notes. We have since been
using our operating cash flow.
iii)
planned and ongoing material divestments.
Not applicable, as there have been and there are no material divestments being considered or ongoing.
b.
Disclosed acquisitions of plants, equipment, patents and other assets, which are
expected to materially influence production capacity.
New trading platform
. In the first half of 2010, consistent with our partnership agreement with the CME
Group, we started the joint development of our PUMA Trading System, a multi-market, multi-asset class
trading platform which will ultimately replace the four existing trading systems.
Purchase of land for the new data center
. In 2010 we purchased a 20,000 square meter plot of land in
Santana do Parnaíba, state of São Paulo, Brazil, where since November 2012 our new data center has
been under construction. Construction of this new facility is set to complete by end-2013.
Integrated central clearing facility
. We announced in the last quarter of 2011 a partnership with Cinnober,
which will include a perpetual license for use of TRADExpress Real Time Clearing to advance our central
clearing facility project. The module for clearing and settlement of financial and commodity derivatives is
set to implement in 2013.
Expansion and modernization of OTC trading platform.
In second half of 2011 we announced a
partnership with Calypso Technology for the licensing and development of a platform for registration and
treatment of transactions in OTC derivatives. This new OTC platform is set to implement in the second
quarter of 2013
.
c.
new offerings of products and services, including:
i)
previously disclosed and ongoing product research.
Not applicable, as our ongoing research studies relate to projects discussed under subsection 10.10.c.(iii)
below.
ii)
total expenses incurred in research for development of new products or
services.
Not applicable, as our expenses with research studies are discussed under subsection 10.10(c)(iv) below
in connection with our ongoing projects.
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35
iii)
previously disclosed and ongoing development projects.
PUMA Trading System, our new multi-market, multi-asset class trading platform;
Integrated central clearing facility, which will permit cross-margining, improve risk management
processes and the management of cash collateral pledged by market participants;
Construction of a new data center in Santana do Parnaiba, state of São Paulo;
New OTC trading platform, a state-of-art platform which will give us a new operating model for
registration and treatment of transactions in OTC derivatives, for risk calculation and collateral
management, while offering nimble, flexible and cost efficient features and capabilities which will
meet market expectations;
New platform for registration and treatments of and fixed-income securities;
Market making program for financial and commodity derivatives;
Market making program for options on single stocks and stock indices.
iv)
total expenses incurred in developing new products or services.
Total capital expenditures over the course of 2012 amounted to R$258,363 thousand, where R$231,722
thousand have been invested in technology, as the new PUMA Trading System (our new multi-market,
multi-asset class electronic trading platform), the first phase of the our central clearing facility project and
development of CORE (CloseOut Risk Evaluation), and the projects for development and implementation
of new platforms for registration and treatment of OTC derivatives and fixed-income securities, in addition
to construction of our new data center.
Total capital expenditures over the course of 2011 amounted to R$204,041 thousand, where R$183,444
thousand are investments in technology projects such as implementation of the derivatives and forex
module of our new multi-asset class trading platform (PUMA Trading System), and the integration of our
clearing facilities into a single central clearing facility.
Total capital expenditures over the course of 2010 amounted to R$268,362 thousand, where R$219,261
thousand are investments in IT projects, such as development of a new multi-asset class trading platform,
a joint cooperation with the CME Group within the scope of the global preferred strategic partnership we
agreed in February 2010, and the expansion of throughput capacity in both segments, in addition to
purchase of a plot of land for us to build our new data center.
10.11.
Discussion of factors not previously reported which materially influence operating
performance
Other than as discussed elsewhere herein, there are no reportable factors which could materially influence
our operating performance.
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36
ATTACHMENT II
Net Income Allocation Proposal
(information pursuant to the requirements of Annex 9-1-II
of CVM Ruling No. 481 dated December 17, 2009)
1. State the net income for the year.
Net income for the year ended December 31, 2012, amounted to R$1,074,289,736.88.
2. State the proposed aggregate dividend distribution and dividend per share amounts, as
encompassing interim dividends and interest on shareholders' equity previously declared.
The aggregate amount proposed to be allocated to the dividend account is R$1,074,289,736.88.
Assuming the annual shareholders meeting convening on April 15, 2013 approves the proposed
dividend distribution, the aggregate distribution for 2012, on a per share basis, would total
R$0.556062, including interim dividends and interest on shareholders equity previously
declared, as set forth in the table below. This amount represents our best estimate of dividends
per share, because the balance of net income for the year, currently in the amount of
R$0.201022 per share, may change on account of treasury stock reissued for fulfillment of stock
options exercised within the scope of the Companys Stock Option Plan and repurchases
possibly implemented within the scope of the Share Buyback Program.
Description
Gross yearly dividend
per share
Total gross yearly dividend
(in Brazilian reais)
(in Brazilian reais)
Dividends
0.116161
224,341,000.00
Dividends
0.124359
240,065,000.00
Dividends
0.067921
131,181,000.00
Interest on shareholders equity
0.046599
90,000,000.00
Subtotal
0.355040
685,587,000.00
Proposed dividends
0.201022
388,702,736.88
Total proposed distribution for 2011
0.556062
1,074,289,736.88
3. State the ratio of dividends to net income for the year:
Assuming the annual shareholders meeting convening on April 15, 2013 approves the proposed
dividend distribution, the aggregate yearly dividend distribution would account for 100% of net
income for the year ended December 31, 2012.
4. State the aggregate and per share amounts proposed to be paid out of retained earnings
(income ascertained in previous years).
No distribution is being proposed based on retained earnings.
5. State the following, net of interim dividends and interest on shareholders' equity
previously paid out to shareholders:
a. Gross amount of dividends and interest on shareholders' equity, as segregated by kind
and class of shares.
Assuming the annual shareholders meeting convening on April 15, 2013 approves the proposed
dividend distribution, the gross amount proposed to be distributed as dividends would be
R$0.201022 per common share (best estimate of dividends per share, because the balance of net
income for the year may change on account of treasury stock reissued for fulfillment of stock
options exercised within the scope of the Companys Stock Option Plan and repurchases
implemented within the scope of the Share Buyback Program).
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37
b. Date and manner of payment of dividends and interest on shareholders' equity being
distributed.
Contingent on the proposed dividend distribution being approved at the annual shareholders
meeting of April 15, 2013, payment is scheduled to take place at April 30, 2013.
c. Possible adjustments for inflation or interest payable on dividend and interest on
shareholders' equity distributions.
Payments by way of dividends and interest on shareholders equity include no adjustments for
inflation or interest accruals.
d. Date of dividend or interest on shareholders' equity declaration, for identification of
ownership structure and the shareholders entitled to payouts (book closure date).
Contingent on the proposed dividend distribution being approved at the April 15 annual
meeting, the book closure date determining the ownership structure pursuant to which holders
of record would be entitled to dividend payments would be April 17, 2013.
6. In case interim dividends or interest on shareholders' equity have been declared
previously based on income determined in semiannual or other interim financial reports:
a. State the amounts declared by way of dividends and interest on shareholders' equity.
See the table below.
b. State the payout date(s).
Distribution description
BVMF BDM
(
*
)
date
Payment date
Gross
dividend
per share
Total Gross
Distribution
(In R$)
(In R$)
Dividends
BDM ­ May 10, 2012
July 31, 2012
0.116161
224,341,000.00
Dividends
BDM ­ August 7, 2012
October 31, 2012
0.124359
240,065,000.00
Dividends
BDM ­ November 6, 2012 December 17, 2012 0.067921
131,181,000.00
Interest on shareholders equity BDM ­ November 6, 2012 December 17, 2012 0.046599
90,000,000.00
Total dividend distribution for 2012
685,587,000.00
7. Provide a table setting forth the following comparative data, by type and class of shares:
In order to release earnings per share information, basic earnings per share is calculated as a
division of net income available to BM&FBOVESPA shareholders by the yearly weighted
average of common shares outstanding, in accordance with criteria set out in accounting
standard CPC 41 (IAS 33) ­ Earnings per Share issued by the Brazilian Accounting Standards
Board (Comitê de Pronunciamentos Contábeis), or CPC.
a. Net income for the year and for the three (3) preceding years.
Years ended December 31,
2012
2011
2010
(In R$)
(In R$)
(In R$)
Net income for the year
1,074,289,736.88 1,047,998,623.27
1,144,560,312.60
Weighted average common shares outstanding
1,930,398,048
1,948,718,753
2,000,777,767
Earnings per share
0.556512
0.537789
0.572058
b. Dividends and interest on shareholders' equity declared in the three (3) most recent
years.

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38
Distribution description
Gross dividend per share Type of shares Total Gross Distribution
(In R$)
(In R$)
Interest on shareholders equity
0.014951
common shares
30,000,000.00
Interest on shareholders equity
0.029890
common shares
60,000,000.00
Interest on shareholders equity
0.068231
common shares
137,000,000.00
Interest on shareholders equity
0.022422
common shares
45,000,000.00
Dividends
0.098957
common shares
198,600,000.00
Dividends
0.119101
common shares
235,875,000.00
Interest on shareholders equity
0.016156
common shares
32,000,000.00
Dividends
0.207025
common shares
406,085,312.60
Total dividend distribution for 2010
1,144,560,312.60
Distribution description
Gross dividend per share Type of shares Total Gross Distribution
(In R$)
(In R$)
Interest on shareholders equity
0.025461
common shares
50,000,000.00
Interest on shareholders equity
0.051128
common shares
100,000,000.00
Dividends
0.034054
common shares
66,605,000.00
Dividends
0.121740
common shares
235,336,000.00
Dividends
0.121139
common shares
233,605,000.00
Dividends
0.117419
common shares
226,727,000.00
Total dividend distribution for 2011
912,273,000.00
Distribution description
Gross dividend per share Type of shares
(
*
)
Total Gross Distribution
(In R$)
(In R$)
Dividends
0.116161
common shares
224,341,000.00
Dividends
0.124359
common shares
240,065,000.00
Dividends
0.067921
common shares
131,181,000.00
Interest on shareholders equity
0.046599
common shares
90,000,000.00
Total dividend distribution for 2012
685,587,000.00
The Company issues common stock only.
8. In case of a net income allocation to the legal reserve:
a. State the amount of the net income allocation to the legal reserve.
Pursuant to paragraph 1 of article 193 of Brazilian Corporate Law (Law No. 6.404/76), no
allocation is proposed to be made to the legal reserve based on net income for the year to
December 2009 because the sum of the balances recorded in the legal reserve and in the capital
reserves foreseen in paragraph 1 of article 182 of Brazilian Corporate Law currently exceeds
30% of the capital stock, therefore dispensing with this otherwise mandatory allocation.
b. Detail the form of calculation of the allocation to legal reserve.
Pursuant to item ,,a above, no allocation is proposed to be made to the legal reserve.
9. In case the capital stock is represented also by shares of preferred stock bearing rights
to fixed or minimum dividends:
a. Describe the form of calculation of fixed or minimum dividends.
b. State whether net income for the year suffices to pay the full amount attributable to
fixed or minimum dividends.
c. Clarify whether or not any amount of dividend not being paid is a cumulative amount.
d. State the aggregate dividend amount by class of preferred stock entitled to fixed or
minimum dividends.
e. State the amount per share, by class of preferred stock, payable by way of fixed or
minimum dividends.
The Company issues shares of common stock only.
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39
10. With regard to the mandatory dividend:
a. Describe the form of calculation established in the Bylaws.
Under article 55 of the Bylaws, the balance of net income after the allocation to the legal reserve
must be adjusted for allocations to contingency reserves or reversals of previously reserved and
unused amounts, if any. 25% of the balance of net income then outstanding will be available for
distribution of the yearly mandatory dividend.
b. State whether the mandatory dividends are set to be paid in full.
The mandatory dividend is being paid in full. As supplemented by previous interim
distributions, the yearly dividend distribution now proposed accounts for 100% of net income
for the year ended December 31, 2012.
c. State the amount of any profit retention.
No proposal for retention has been made.
11. In case net income is to be retained in lieu of the mandatory distribution due to
circumstances related to the financial condition of the Company:
a. State the retention amount.
b. Give a detailed account of the financial condition of the Company, addressing also
aspects related to the analysis of liquidity, working capital (net current assets) and positive
cash flows.
c. Justify the profit retention.
Not applicable giving that there is no proposal for dividends retention.
12. If the proposal includes any allocation to a contingency reserve:
a. State the amount allocated to the contingency reserve.
b. Identify the anticipated losses that are deemed probable, stating the reasons for
anticipating said losses.
c. Explain why the losses are deemed probable.
d. Justify the formation of a contingency reserve.
No net income allocations to contingency reserves are proposed at this time.
13. If the proposal includes any allocation to the unrealized profit reserve:
a. State the amount allocated to the unrealized profit reserve.
b. Clarify the nature of the unrealized profits being reserved.
No net income allocations to unrealized profit reserves are proposed at this time.
14. In case of any net income allocation to a bylaws reserve:
a. Identify the Bylaws' provisions that establish the bylaws reserve.
b. State the amount allocated to the bylaws reserve.
c. Explain the calculation of the allocation amount.
No net income allocations to bylaws reserves are proposed at this time.
15. In case any profit retention is contemplated in a capital expenditure budget:
a. State the amount of the retention.
b. Provide a copy of the capital expenditure budget.
No profit retention is contemplated in the capital expenditure budget.
16. In case of any net income allocation to a tax incentive reserve:
a. State the amount allocated to the tax incentive reserve.
b. Explain the nature of the allocation.
No allocation has been proposed regarding any tax incentive reserve.
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40
ATTACHMENT III
Information about the Nominated Candidate Directors
12.6. Information on the directors
12.6.1. Board of Directors
Alfredo
Antônio Lima
de Menezes
André Santos
Esteves
Candido
Botelho
Bracher
Charles Peter
Carey
Claudio Luiz
da Silva
Haddad
José de
Menezes
Berenguer
Neto
Age
50
43
53
58
65
46
Profession
Bank Employee
System Analist
Business
Administrator
Business
Administrator
Industrial and
mechanical
engineer
Bachelor of
Laws
Taxpayer ID
(CPF)
037.958.008-03
857.454.487-68
039.690.188-
38
-
109.286.697-
34
079.269.848-
76
Position
Director
Director
Director
Director
Independent
director
Director
Election date
April 15, 2013
April 15, 2013
April 15, 2013
April 15, 2013
April 15, 2013
April 15, 2013
Investiture
date
April 15, 2013
April 15, 2013
April 15, 2013
April 15, 2013
April 15, 2013
April 15, 2013
Term of
office
Through to the
date of the
annual meeting
that convenes to
judge the 2014
financial
statements
Through to the
date of the
annual meeting
that convenes to
judge the 2014
financial
statements
Through to the
date of the
annual meeting
that convenes to
judge the 2014
financial
statements
Through to the
date of the
annual meeting
that convenes
to judge the
2014 financial
statements
Through to the
date of the
annual meeting
that convenes
to judge the
2014 financial
statements
Through to
the date of
the annual
meeting that
convenes to
judge the
2014 financial
statements
Other
positions
-
Compensation
Committee
member
-
Compensation
Committee
Coordenator
-
Appointed by
controlling
shareholder
No
No
No
No
No
No
José Roberto
Mendonça
de Barros
Luiz Fernando
Figueiredo
Luiz Nelson
Guedes de
Carvalho
Marcelo
Fernandez
Trindade
Pedro Pullen
Parente
Age
69
49
67
47
60
Profession
Economist
Business
Administrator
Accountant
Lawyer
Business
Executive
Taxpayer ID
(CPF)
005.761.408-30
013.124.158-35
027.891.838-72
776.785.247-49
059.326.371-53
Position
Independent
director
Independent
director
Independent
Director
Independent
director
Independent
director;
Election date
April 15, 2013
April 15, 2013
April 15, 2013
April 15, 2013
April 15, 2013
Investiture date
April 15, 2013
April 15, 2013
April 15, 2013
April 15, 2013
April 15, 2013
Term of office
Through to the date
of the annual
meeting that
convenes to judge
the 2014 financial
statements
Through to the
date of the
annual meeting
that convenes to
judge the 2014
financial
statements
Through to the
date of the
annual meeting
that convenes to
judge the 2014
financial
statements
Through to the
date of the
annual meeting
that convenes to
judge the 2014
financial
statements
Through to the
date of the
annual meeting
that convenes
to judge the
2014 financial
statements
Other positions
Risk Committee
member
-
Audit Committee
member (on
temporary license)
-
Nominations and
Governance
Committee
member
Appointed by
controlling
shareholder
No
No
No
No
No
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41
12.7. Advisory Commitees of the Board of Directors.
Not applicable, as the new composition of the stading board advisory committees just will be defined at
a later time, by the Members of the Board of Directors elected in the Combined Annual and
Extraordinary Meeting called to convene on April 15, 2013 (per article 29, indent (u), of the bylaws).
12.8. Directors and Executive Officers Resumes
a.
Resume
b.
Judgments of guilty issued in administrative or court proceedings regarding the
Directors
Board of directors
Alfredo Antônio Lima de Menezes
Director
Mr. Menezes holds a graduate degree in business administration from
Faculdades Integradas Tibiriçá
-
(FATI), Brazil. He serves as Executive Managing Officer of Banco Bradesco S.A since January 2012, and
as a Member of the governing board of the Bradesco Foundation. He is currently a Member of the Board
of Directors of the Institute of Digestive Disease and Nutrition Foundation (
Fundação Instituto de
Moléstias do Aparelho Digestivo e da Nutrição
­ FIMADEN); Chairman of the Fixed-Income, Currencies and
Derivatives Advisory Committee of BM&FBOVESPA, and a Member of the Advisory Committee for
Securities, Currencies and Bonds Clearing Houses of BM&FBOVESPA. Mr. Menezes is a former
department Head of Banco Bradesco S.A, (from 2001) and served as its Assistant Executive Officer
between December 2010 and January 2012, when he was elected to serve a Executive Managing
Officer. Previously, Mr. Menezes was a Vice Chairman of the Operating and Ethics Committee and a
Director of the Brazilian Financial Markets Association (
Associação Nacional das Instituições do Mercado
Financeiro
­ ANDIMA); a Director of Central Clearing de Compensação e Liquidação S.A. (formerly of
BM&F S.A), and a Member of the Deliberative Committee of the Brazilian Association of Real Estate Loans
and Savings Companies (
Associação Brasileira das Entidades de Crédito Imobiliário e Poupança
­ ABECIP).
Early in his career (1985) he joined Banco BCN as a junior trader and may his way up to Executive Officer.
Other positions in public companies
.
Mr. Menezes served as a Director of CETIP S.A. ­ Balcão
Organizado de Ativos e Derivativos and currently serves as Executive Managing Officer of Banco Bradesco
S.A.
No final judgment of guilty (final or otherwise), in the last five years, has been entered against Mr.
Menezes in any disciplinary or court proceedings.
André Santos Esteves
Director
Mr. Esteves holds a graduate degree (BS) in Computer Sciences and Mathematics from the Federal
University of Rio de Janeiro. He is the Chief Executive Officer, co-founder and controlling shareholder
of Brazilian investment bank Banco BTG Pactual S.A. In 2008 he founded BTG (Banking and Trading
Group) and in 2009 engineered the repurchase of Pactual from UBS AG, renaming his company BTG
Pactual. Previously, he was the Chairman and Chief Executive Officer of UBS Pactual (UBS Latin
America) of UBS AG from 2006 to 2008. He served as the Chairman and Chief Executive Officer at UBS
AG and also served as its Global Head of Currencies and Commodities until May 2008. He served as
Global Head of Fixed Income of UBS Investment Bank since August 2007 until 2008 and Global Head of
FICC (Fixed Income, Currencies and Commodities) since October 2007 until 2008. He spent 17 years at
Banco Pactual until its sale to UBS AG in 2006. He joined UBS in 1989 and was its partner since 1993
and was its Managing Partner (Executive Committee Member) since 2002. He served as a Director of
the Brazilian Federation of Banks (
Federação Brasileira de Bancos
, or FEBRABAN) from 2003 to 2007
and Member of the Board of BM&F - Bolsa de Mercadorias e Futuros (the Brazilian Mercantile and
Futures Exchange) from 2002 to 2006. In the last five years, he served as Executive Officer of Banco
Pactual Asset Management S.A DTVM, of the brokerage firm Pactual Corretora de Títulos e Valores
Mobiliários S.A., and of Sistema Leasing S.A Arrendamento Mercantil. He served Chief Executive and
Chairman of the Board of Banco BTG Pactual S.A, and Global Head of Fixed Income and Global Head of
FICC (Fixed Income, Currencies and Commodities) of UBS AG; and Director of the Brazilian Federation
of Banks.
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42
Other positions in public companies
.
Mr. Esteves serves as chairman of the Board and Chief
Executive Officer of Banco BTG Pactual S.A., as Chairman and Chief Executive Officer of BTG Pactual
Participations Ltd. and as Managing Partner of BTG Pactual Group (asset management, private equity and
investment banking services). He serves as the Vice Chairman of the Board of Directors of Banco
Panamericano S.A. and as its Director since June 2011. He also serves as Director of the following other
public companies: BR Properties S.A., Universo Online S.A., Brazilian Finance e Real Estate S.A.
No judgment of guilty, in the last five years, has been entered against Mr. Esteves in any disciplinary or
court proceedings.
Candido Botelho Bracher
Director
Mr. Bracher holds a graduate degree in business administration from Fundação Getúlio Vargas. Since
2005, he has been the Chief Executive Officer of Banco Itaú BBA. Previously, he was a Vice President of
Banco Itaú BBA (2003-2005), an Executive Officer of Banco BBA Creditanstalt (1988-2003), of Banco
Itamarati (1987-1988), Executive Officer and Vice Chief Executive of Banco de Desenvolvimento do
Estado de São Paulo (1985-1987), Executive Officer of Bahia Corretora and a manager of Banco da
Bahia Investimentos (1983-1985), a trader in commodities futures at the Paris offices of the Commodities
Corporation (1982), a forex trader at the Swiss Bank Corporation, based in Zürich, Switzerland (1981), an
assistant manager for exports at Braswey Indústria e Comércio S.A. (1980) and foreign trade assistant at
Port Trading S.A. (1979).
Other positions in public companies
.
Mr. Bracher has been vice chief executive of Itaú Unibanco
Holding S.A. since May 2005 and a member of the board of directors since December 2008. In
addition, Mr. Bracher is a former vice president of Unibanco ­ União de Bancos Brasileiros S.A., which
deregisted as a public company following the merger with Banco Itaú in April 2009.
No judgment of guilty (final or otherwise), in the last five years, has been entered against Mr. Bracher in
any disciplinary or court proceedings.
Charles Peter Carey
Director
Mr. Carey is a Member of the Board of Directors of the CME Group. Earlier, he served as Vice Chairman in
the CME Board of Directors between July 2007 and May 2010. Mr. Carey served as Chairman of Chicago
Board of Trade (CBOT) from 2003 to 2007. Previously, he served on the CBOT Board of Directors for 11
years in various roles, including Vice Chairman, First Vice Chairman, and Full Member Director. As
Chairman of the CBOT, Mr. Carey oversaw its demutualization and stock market listing. Additionally, Mr.
Carey is President of the Chicagoland Sports Hall of Fame.
Other positions in public companies
.
Other than serving on the board of BM&FBOVESPA, Mr. Carey
has not served on the board of directors or senior management of any public company based in Brasil.
No judgment of guilty (final or otherwise), in the last five years, has been entered against Mr. Carey in any
disciplinary or court proceedings.
Claudio Luiz da Silva Haddad
Independent director
Mr. Haddad holds a graduate degree in mechanical and industrial engineering from the Engineering
Military Institute of Rio de Janeiro (1969), a Masters and Doctorate degree in economics from the
University of Chicago (1974) and is a graduate of the Harvard Business School Owner/President
Management Program (1987). He was formerly a full-time professor at the post-graduate School of
Business Administration of Fundação Getúlio Vargas (1974-1979); Chief Economist at Banco de
Investimentos Garantia S.A. (1979); Central Bank Director for Sovereign debt and open market (1980-
1982); Partner and Officer for corporate financing and, later, for investment banking at Banco de
Investimentos Garantia S.A. (1983-1992); Chief Executive Officer of Banco de Investimentos Garantia
S.A (1992- 1998). Mr. Haddad is the President of Instituto Insper, which owns and maintains the IBMEC
São Paulo, and Chairman of the Board of Directors of the IBMEC Group, a higher education
conglomerate. Additionally, he is a Member of the Board of Directors of the David Rockfeller Center for
Latin American Studies of the Harvard University; and a Member of the Boards of Directors of Hospital
Israelita Albert Einstein, of Ideal lnvest S.A and of Instituto Unibanco.
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43
Other positions in public companies
.
Mr. Haddad was a director of Petrobras (2002-2006).
No judgment of guilty (final or otherwise), in the last five years, has been entered against Mr. Haddad in
any disciplinary or court proceedings.
José de Menezes Berenguer Neto
Director
Mr. Berenguer Neto holds a Bachelor of Laws (LLB) degree from the Pontifical Catholic University of São
Paulo (1989). He has been appointed to serve as Chief Executive Officer of JP Morgan Brazil from April 1,
2013, and is the Chief Executive Officer of Gávea Crédito Estruturado (project finance). Previously, from
2007 and 2012, he worked for Banco Santander S.A., where he served as lead Executive of the Santander
segments for retail customers, private banking, asset management, global markets and products. He also
served as a Member of their Executive Committee and a Member of the Board of Directors of Banco
Santander Brasil. Between 2002 and 2007, he served as Executive Vice President of the corporate
segment of Banco ABN-Real, where he was responsible for Global Markets, Private Banking, Products,
Finance and the Asset-Liability Committee (ALCO).. From 1999 to 2002 Mr. Bereguer Neto served as
Executive Officer of Banco BBA S.A., being responsible for the management of: Balance sheet
Management, Gapping, Proprietary Trading e Capital Markets and was also Member of the Board of
Directors. He was co-Founder of Utor Investimentos-NY/São Paulo jointly with Grupo GP. Between 1997
and 1998 he served as Co-Head of Emerging Markets and High Yield Fixed Income, of ING Bank ­ New
York, as Member of the Corporate Executive Committee, Private Banking and Regional Member of the
Management Committee of the Americas. During the period between 1994 and 1997, he was Officer
responsible for the following segments: Head of Fixed Income, Equities Trading, Sales and Research in
ING Barings Brasil. He was also Effective Member of the following Committees: Branch Management,
Credit and Trading Risk Management and also CEO of the ING Brokerage House in Brazil. Mr Berenguer
Neto served as Member of the Board of Directors of Gávea Investimentos S.A., FEBRABAN, ANBIMA,
Fundação Brasileira de Proteção da Juventude e Infância, Emerging Markets Traders Association. During
2000 and 2002, he was also Vice President of the Federação Bancária Brasileira ­ Treasury.
Other positions in public companies
.
Mr. Berenguer Neto served as a Member of the Board of
Directors of Banco Santander S.A. (Brasil).
No judgment of guilty (final or otherwise), in the last five years, has been entered against Mr Berenguer
Neto in any disciplinary or court proceedings.
José Roberto Mendonça de Barros
Independent director
Mr. Barros holds a graduate degree and a PhD in economics from the University of São Paulo and a
post-doctorate degree from the Economic Growth Center at Yale University. He is an independent
consultant, founder and managing partner of Mendonça de Barros Associados S/S Ltda. (1978), a
Member of the Advisory Committee of the Brazilian Federation of Banks (Febraban) and of Link
Partners. He is also a Member of the Advisory Committee for our Novo Mercado listing segment. Mr.
Barros is a former Secretary for Economic Policy of the Ministry of Finance and Executive Secretary of
the Presidents Office of Foreign Trade. In addition, he was also a visiting professor at the agricultural
economics and rural sociology department at Ohio State University and assistant PhD professor of the
economics and business school at the University of São Paulo.
Other positions in public companies
.
Mr. Barros has been managing partner of Mendonça de
Barros Associados S/S Ltda. since 1978, a Member of the Advisory Committee of the Brazilian
Federation of Banks (Febraban) and of Link Partners. Mr. Barros is also a Member of the Advisory
Committee for our
Novo Mercado
listing segment. He is currently a Director of Tecnisa S.A and of
Banco Santander (Brasil) S.A. In addition, Mr. Barros is a former Member of the Board of Directors of
CESP - Companhia Energética de São Paulo, Eletropaulo, CPFL and Comgas (1983-1985), Member of the
Strategic Committee of Vale (2002-2006), of Fertilizantes Fosfatados S.A. ­ Fosfertil (2004-2006), of GP
Investments (2006- 2009), of Frigorífico Minerva (2007-2008). He was also a Member of the Board of
Directors of Bovespa Holding S.A., former operator of the São Paulo Stock Exchange, which deregistered
as a public company in 2008 after the merger with BM&F, from which BM&FBOVESPA emerged.
Additionally, he is currently a Director of Tecnisa S.A and Director of Banco Santander (Brasil) S.A.
No judgment of guilty (final or otherwise), in the last five years, has been entered against Mr. Barros in
any disciplinary or court proceedings.
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44
Luiz Fernando Figueiredo
Independent director
Mr. Figueiredo holds a graduate degree in business administration, with specialization courses in Finance
from
Fundação Armando Álvares Penteado
(FAAP). He was formerly a Professor of the MBA program of
the same institution. Mr. Figueiredo is a co-founder and the Head Managing Partner of Mauá Sekular
Investimentos. He also serves as Director of the Brazilian Financial and Capital Markets Association
(
Associação Brasileira das Entidades dos Mercados Financeiro e de Capitais ­
ANBIMA) and its Executive
Officer, and serves as Director of Companhia Brasileira de Distribuição. Previously, he served as Chairman
of Association of Capital Market Investors (
Associação de Investidores no Mercado de Capitais
­ AMEC),
Director of BM&F (prior to its merger with BM&FBOVESPA), and Director of Indústrias Romi. He was a co-
founding partner of Gávea Investimentos, and a partner and Executive Officer of Banco BBA. Between
1999 and 2003, he served as Monetary Policy Director of the Central Bank of Brazil. He also served in
various management roles at Banco Nacional, JP Morgan and other local brokerage firms, in a number of
areas, including trading, currencies, commodities and equities.
Other positions in public companies
.
No judgment of guilty (final or otherwise), in the last five years, has been entered against Mr. Figueiredo
in any disciplinary or court proceedings.
Luiz Nelson Guedes de Carvalho
Independent director
Mr. Carvalho holds graduate degrees in Economics from the School of Economics, Business and
Accounting of the University of São Paulo (FEA-USP) and in Accounting Sciences from Faculdades
São Judas Tadeu (São Paulo, Brazil), in addition to masters and doctorate degrees in Accounting
and Controllership from FEA-USP. He is a Professor at FEA-USP; a director of the Accounting,
Actuarial and Financial Research Institute Foundation (Fundação Instituto de Pesquisas Contábeis,
Atuariais e Financeiras), or FIPECAFI. Mr. Carvalho is also a Member of the Brazilian Accounting
Standards Board (Comitê de Pronunciamentos Contábeis), or CPC, where he also serves as Vice
Coordinator for International Relations. He serves as CPC Representative at the Emerging
Economies Group (EEG) of the International Accounting Standards Board (IASB) in London. Mr.
Carvalho is a Member of the International Integrated Reporting Committee (IIRC). He has been an
Arbitrator with the ICC International Court of Arbitration, based in Paris, France, and a Member of
the list of expert arbitrators of the Arbitration Chamber of ANBIMA, the Brazilian Financial and
Capital Markets Association, based in Rio de Janeiro, Brazil. In addition, Mr. Carvalho is a
consultant specializing in mergers and acquisitions, corporate restructuring and organizational
change; a corporate and law-firm adviser; and a scholar and specialist reviewer on topics and
disputes related to financial and capital market affairs, financial auditing, corporate accounting and
mergers and acquisitions; a contributing editor of the FIPECAFI Contabilidade e Finanças
magazine; General Coordinator of Exame magazines special publication Melhores e Maiores, a
comprehensive report that analyzes the 500 biggest and fastest-growing companies based in
Brazil; Chairman of the Capacity-Building Working Group in the area of International Financial
Reporting of the Intergovernmental Working Group of Experts on International Standards of
Accounting and Reporting (ISAR), an UNCTAD initiative; and Assistant Coordinator of the Strategic
Committee of the XBRL-CFC Brazil project. In addition, Mr. Carvalho is a Member of the Board of
Directors of Banco FIBRA and Coordinator of their Internal Controls Committee; Member of the
Board of Directors of Banco de Crédito Real de Minas Gerais; a Member of the Board of Directors
of Fundação Amazônia Sustentável ­ FAS, a nongovernmental organization for the conservation
and sustainable development of the state of Amazonas (Amazon region); a Member of the
Sustainability Committee of BM&FBOVESPA; a Member of the Audit Committee of BMF&BOVESPA
(from May 2012, on leave of absence). Previously, he was a Member of the Board of Directors of
XBRL International Inc. (2009­2011); between 2008 and 2010, a Member of the Financial Crisis
Advisory Group (FCAG), an initiative of the Financial Accounting Standards Board (FASB) and the
International Accounting Standards Board (IASB); the Chairman of the IASB Standards Advisory
Council (SAC) from July 2005 to December 2008; a Member of the Consultative and Advisory Group
(CAG) of the International Assurance and Auditing Standards Board of the International Federation
of Accountants (IFAC) from 2005 to 2010.
Other positions in public companies. Mr. Carvalho currently serves as a director of Banco Fibra S.A.
Mr. Carvalho is a former member of the boards of directors of Caixa Econômica Federal, of Banco Nossa
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Caixa S.A., of Banco BBVA Brasil S.A., of Banco Excel-Econômico S.A., of Vicunha Têxtil S.A. and Banco
Nossa Caixa S.A. He also served as Coordinator of the Audit Committee of Banco Nossa Caixa S.A. and of
the Finance and Risk Committee of Vicunha Têxtil S.A.
No judgment of guilty (final or otherwise), in the last five years, has been entered against Mr. Carvalho in
any disciplinary or court proceedings.
Marcelo Fernandez Trindade
Independent director
Mr. Trindade holds a law degree from the Catholic University of Rio de Janeiro (PUC-Rio). He has been
a member of the law firm of Trindade Sociedade de Advogados since 1986. In addition, since 1993 he
has been a tenured Civil Law professor in the Law Department of PUC-Rio. Previously, he was a partner
at the law firms of Cardoso, Rocha, Trindade e Lara Resende Advogados (1994­1998) and Tozzini Freire
Teixeira e Silva Advogados (1999 ­ 2000 and 2002 ­ 2004). Between 2000 and 2002, he was a director
of the Brazilian Securities Commission (CVM) and the CVM Chairman between 2004 and 2007. He was
elected our independent director in May 2008.
Other positions in public companies
.
Since July 2012 has been a director of Wilkes Participações
S.A., the controlling shareholder of Companhia Brasileira de Distribuição. Between 2011 and 2012, Mr.
Trindade was a director of Redecard S.A., which has since gone private and deregistered as public
company. Previously, he was a director of BM&F, then an independent commodities and futures
exchange, which deregistered as a public company in 2008 following the merger with the Bovespa, from
which BM&FBOVESPA emerged. He was also a director of Globex Utilidades S.A. (2008-2009).
No judgment of guilty (final or otherwise), in the last five years, has been entered against Mr. Trindade in
any disciplinary or court proceedings.
Pedro Pullen Parente
Independent director
Early in his civil service career, Mr. Parente worked for Banco do Brasil (1971-1973); he then
transferred to the Central Bank (in either case open-competitive examination required), which he left in
2010 when he retired, after having held multiple higher-ranking positions in the Brazilian Central Bank's
Financial Administration Department, in civil service and government; he served as Secretary of State
and Consultant for the 1988 Brazilian Constitutional Assembly; he was Secretary of Planning from 1991
to 1992, Consultant of the International Monetary Fund, based in Washington D.C., from 1993 to 1994,
Executive Secretary of the Finance Ministry from 1995 to 1999. Between April and July 1999, he was
Minister of Planning, Budget and Management and in March 2001 acting Minister of Mines and Power.
He served as Chief Minister for the Civil House and Executive of the Brazilian Ministry of Finance from
1994 to 2002. In 1999, he was a Minister of the Brazilian government, and his last assignment while in
office was to coordinate the team overseeing President Fernando Henrique Cardoso's transition.
Between 2001 and 2002 he was chairman of the Energy Crisis Management Committee; Chief Operating
Officer of Brazilian media company Grupo RBS from 2003 to 2009. Mr. Parente has been the Chief
Executive Officer and President of Bunge Brazil at Bunge Ltd. since January 2010. He is also a member of
the boards of UNICA, AMCHAM Brasil, and SBR Global.
Other positions in public companies
.
Mr. Parente is the Chief Executive Officer and President of
Bunge Brasil. He is also Chairman of the Board of Unica and a Member of the Boards of Directors of
AMCHAM Brasil, SBR, and Itaú Unibanco. Previously, Mr. Parente served as a Director of Banco do Brasil,
Petrobras, TAM, CPFL, Alpargatas and Duratex. He was also Member od the Board of Directors of Bovespa
Holding S.A., before the cancellation of its register as a public held company, due to the merger of the
shares by BM&FB0VESPA. He is currently a Director of Itaú Unibanco and Member of Brazilian
Governments Council for Social and Economic Development.
No judgment of guilty (final or otherwise), in the last five years, has been entered against Mr. Parente in
any disciplinary or court proceedings.
12.9. Marital relationships or domestic partnerships or family relationships (to the second
degree) between:
a.
the directors of the registrant
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46
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 or indirect
subsidiaries
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 or indirect subsidiaries.
c.
(i) the directors of the registrant and its direct or indirect subsidiaries, and (ii) the
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 or indirect
controlling shareholders
Not applicable, as we have no controlling shareholders.
12.10. Work or employment or service provision relationships (subordinate relationships)
in the past three full years, tying any of registrant's directors and officers to:
a.
any direct or indirect subsidiary of the registrant
There are no subordinate relationships (work, employment or service provision relationships) between
any of our directors or officers and our Company wholly-owned or other subsidiaries.
b.
any direct or indirect controlling shareholder
Not applicable, as we have no controlling shareholders.
c.
any material supplier, customer, debtor or creditor of either the registrant, or a
subsidiary, or controlling shareholder or companies under common control
Subordinate and Contractual Relationships with Our Affiliates
Our director Charles P. Carey is also a director of the CME Group Inc., which holds a 5.13% ownership
interest in our shares and has an order routing agreement with us. In addition, we hold an interest in
5.1% of the outstanding shares issued by the CME Group. You should note that while the CME Group is
an affiliate of ours, it is also a foreign company which holds no identification as local taxpayer (C NPJ).
Additionally, we and the CME Group have entered into the following agreements: (i) an order routing
agreement, whereby CME customers may have their orders for local trades routed to our trading
systems through the CME Globex platform, whereas our customers route their orders for trades in CME
products through our GTS (BM&FBOVESPA) platform; (ii) a technology agreement whereby we will
cooperate in the development and implementation of a multi-asset class electronic trading platform; and
(iii) a global preferred strategic partnership whereby, among other things, we will cooperate in
identifying and pursuing opportunities for co-investment in, and joint commercial partnerships with, other
international securities or derivatives exchanges on a shared and equal basis.
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47
ATTACHMENT IV
Executive Compensation (Reference Form, Section 13)
13.
MANAGEMENT COMPENSATION
13.1 Compensation policy for the members of the board of directors, the board of executive
officers and other senior management members, for the fiscal council members and
members of standing advisory committees, the audit committee, the risk committee,
the financial committee and compensation committee, addressing the following topics:
a.
Objectives of compensation policy or practices
The aim of the compensation policy is to foster alignment between corporate objectives and
managements as well as the staffs productivity and efficiency, whereas maintaining the Companys
competitiveness in the exchange industry.
b.
Compensation composition
(i) Description of the compensation components and objectives of each
Board of directors. The members of the Board of Directors are paid fixed monthly compensation. The
board chair is paid an additional semiannual fixed amount equivalent to twice the compensation for a six-
month period. As an exception, in the second half of 2012, we paid 50% of the additional compensation
to the board chair and the other 50% to the vide chair. The purpose of a fixed compensation is to
adequately remunerate the directors for participating in the meetings and company affairs, while the
additional fee paid to the board chair is compensation for the additional responsibilities assigned to this
office. In addition, at the combined annual and extraordinary shareholders meeting set to convene on
April 15, 2013, we will be submitting a proposal to amend the Stock Options Plan to adopt a specific
mechanism by which stock option grants are to be awarded to our directors. You will find additional details
on this proposal in subsection 13.4 below.
Board of executive officers and other senior management members. Total compensation for
executive officers and other senior management members comprises the following components:
Base yearly compensation comprising thirteen monthly payments which remunerate executives
directly for the services provided, in line with market practices;
Benefits including health and dental care plans, life insurance, meal tickets, retirement pension,
company car, parking, medical check-ups, and company cell phone, all of which aims to provide
an attractive package minimally compatible with industry standards for senior executives;
Variable semiannual payments distributed under the companys profit-sharing program (PLR), in
accordance with Law 10,101 dated December 19, 2000. The companys profit-sharing program
(PLR) is based on a salary ratio formula tied to company earnings as well as individual job level
and performance, aligning senior executives with the companys short- and medium-term
results of operations;
Long-term compensation structured as a stock options plan tied to company earnings, as well
as individual job level and performance, to align the interests of senior executives with those of
our company on a long-term horizon and foster retention of key personnel.
Committees. Board advisory committee members are paid fixed monthly compensation. Directors that
sit on any these committees are paid an additional fixed monthly compensation. No director may serve on
more than three committees. The standing board advisory committees currently established are the Audit
Committee, the Nominations and Governance Committee, the Compensation Committee and the Risk
Committee. The executive advisory committees, which report to the chief executive officer, include the
Agribusiness Committee, the Market Committee, the Market Risk Committee, the Athletic Club Committee
and the Regulation Committee, but we pay fixed monthly compensation just to members of the latter.
Moreover, no director or staff member that serves on any of the executive committees are entitled to
additional compensation.
Fiscal council. Our fiscal council is a non-permanent body, which is not active at this time. The
compensation policy for fiscal council members (assuming the council is active in any given year) will be
established pursuant to applicable legislation. We take the view that the functions of a fiscal council are
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48
adequately fulfilled by the Audit Committee, which has been established with responsibilities (prescribed
under article 47 of the bylaws) that overlap with those of legally assigned to a fiscal council under Brazilian
Corporate Law. The Audit Committee is a standing board advisory committee which reports directly to the
Board of Directors. It is composed of five independent members, four of whom are external members and
one an independent director. All of them meet the requirements of CVM Ruling 308/99, as amended. The
Audit Committee members are nominated by the Nomination and Governance Committee and appointed
by the Board for two-year terms. External members must have expertise and/or experience in auditing,
compliance, controls, accounting, taxation and related activities, and must fulfill the independence
requirements specified in article 46 of the companys bylaws to ensure that they perform their duties
impartially and serve the interests of the company and its shareholders.
(ii)
Each component as a percentage of total compensation
The table below sets forth the average percentage of each compensation component under the 2012
compensation policy.
2012
Salary,
fees
Participation in
committees
Benefits
Variable
compensation,
short-term (PLR)
Variable
compensation, long-
term (stock options)
Total
Board of
Directors
88.86%
11.14%
0%
0%
0%
100%
Executive
Officers
25.76%
0%
3.75%
30.96%
39.53%
100%
Committees
100%
0%
0%
0%
0%
100%
Percentages may vary from one 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 by the Compensation Committee (per article 49, paragraph 1, item (a), of the
bylaws), which makes recommendations for the board concerning the compensation proposal to be put
forward to the annual shareholders meeting, in line with the requirements of Brazilian Corporate Law.
Similarly, the committee reviews the compensation paid to board advisory committee members on a
yearly basis and makes recommendations to the board of directors. With regard to the executive
officers, their fixed monthly compensation or salary is adjusted pursuant to a collective bargaining
agreement we negotiate yearly with the labor union that represents our employees. In addition, m erit
raises may also be granted in line with the compensation policy. Moreover, the compensation
committee is responsible for proposing standards and guidelines for the board of directors to decide on
the policies concerning short-term variable compensation (profit-sharing plan) and long-term variable
compensation (stock options plan). Additionally, in the latter case the board must decide giving regard
to the guidelines established in the stock options plan approved at the extraordinary shareholders
meeting of May 8, 2008, as amended at the extraordinary meeting of April 18, 2011.
Our company periodically conducts salary surveys in order to maintain the competitiveness of its fixed and
variable compensation strategy and ensure alignment with the industry best practices. These surveys
sample companies of similar size as ours which operate in the financial services industry. The survey
findings are adjusted by job matching to enable a comparison of functions and job level within the
company with those of peers across the industry.
Benefits are adjusted as deemed necessary to maintain competitiveness on the basis of regular reviews
and surveys of market practices.
(iv) Rationale for the compensation composition
The primary purpose of our compensation strategy is to make certain we offer short-, medium- and long-
term compensation components that ensure alignment with the corporate objectives, maintain
competitiveness in the marketplace, attract and retain executives, and remunerate our executives
according to the responsibilities of their job descriptions and in line with their individual performance. To
this end the compensation strategy seeks to position the executives pay at the median salary for the
industry, with additional short- and long-term variable compensation tied to the companys collective
performance and their individual performance.
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49
c.
Key performance indicators taken into account to determine each compensation
component
With regard to short-term variable compensation, i.e. profit sharing, and long-term variable compensation,
i.e. stock options, the key performance indicators we take into account to determine compensation are (i)
individual performance assessments based on factors proper to each job description or level, and (ii) the
companys collective key performance indicator (KPI). These indicators are taken into account for a
determination as to total profit sharing payment as well as stock option eligibility and grants.
In 2010, the collective KPI was adjusted net income, as determined on a quarterly basis, and annual
short-term variable compensation of the executive officers and other executives was set as a ratio of
actual adjusted net income for the year, depending on how well the performance target was
accomplished. As the companys results fell within the expected range (between 70% and 130% of the
yearly target), the total short-term compensation paid to executive officers and other executives for 2010
was calculated at a rate of 3.5% of the adjusted net income for 2010.
In 2011, pursuant to the compensation committees recommendations after assessing actual versus target
performance, our board of directors approved short-term variable compensation in the equivalent of 3.2%
of adjusted net income for the year. This profit sharing payment was made to the executive officers and
other executives over the course of 2011, and fully recognized in the statement of income.
Starting from 2012. the total amount of short-term variable compensation for executive officers and
other executives has been established as a ratio (3.5%) of adjusted net income, provided we meet
the opex budget. Thus, if the actual operating expenses go over budget, a reduction factor applies
so that every percentage point by which the actual operating expenses exceed the budget target
brings the pool down by 5%. Accordingly, that part of the total yearly profit sharing payment which
is allocated to the executive officers, is apportioned so each individual allocation (calculated as a
multiple of base pay, i.e., a salary ratio formula) is adjusted to take individual performance into
account (the reward).
In 2012, the opex budget was met after having been revised down, and the total short-term variable
compensation paid for 2012 to the executive officers and other executives was calculated at 3.5% of the
adjusted net income for the year.
With regard to long-term compensation (stock options), in addition to the criteria determining option
grants, as first discussed in this item, it is our understanding that a grantee will only truly benefit from
a stock option if the market price of our shares rise, such that after the transfer restrictions are lifted or
expire, the grantee can sell the stocks for more than the exercise price thereof. Thus, the potential gain
for stock option grantees lies in the appreciation of the market price of our shares.
On the other hand, no performance indicators are taken into account for purposes of determining fixed
compensation or benefits. These compensation components are tied to the level of responsibility involved
in each persons job. Additionally, in establishing fixed compensation, we do take into account each
persons qualifications to perform his or her job.
d.
Structure of compensation to reflect evolution of KPIs
In accordance with our policy for short- and long-term variable compensation, the profit-sharing pool and
stock options grants are affected by the extent to which the company achieves performance targets set in
terms of adjusted net income and operating expenses. In other words, the size of the pool and the
options grants are determined on the basis of actual performance by the company compared to the
collective performance targets for the period.
Furthermore, our policy provides for differing compensation levels to reward the executive officers, other
executives and our employees for individual performance, which take into account key performance
indicators for the respective jobs, functions and responsibilities versus actual performance.
e.
Alignment of compensation policy with the company's short-, medium- and long-term
interests
We offer compensation that is market competitive in order to retain and attract talent that helps us
achieve our short-, medium- and long-term objectives. Given that longer cycles of sustained growth are
naturally ingrained in our business model, which aims to strengthen, develop and expand the markets we
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50
operate, retaining skilled professionals is critical for our growth, such that our compensation strategy must
include ways and means encouraging them to stay with us for a long time.
Our compensation strategy seeks to balance fixed compensation (in the form of a base salary) with
the short-term compensation (in the form of profit sharing payments) and medium- to long-term
compensation (in the form of stock option grants). With this we aim to give employees incentives for
them to achieve, even eclipse the half-year and annual targets that are tied to our profit sharing
program, and inducement for effective implementation of medium- and long-term actions that add
value to our company, and should therefore help to drive up the market price of our shares and
better reward recipients of stock option grants.
f.
Disclosure of compensation supported by subsidiaries, affiliates or controlling
shareholders
None of our subsidiaries or affiliates supports compensation we pay to directors, officers and
employees. Additionally, given our widespread ownership structure, we have no controlling
shareholders.
g.
Disclosure of compensation or benefit tied to specific corporate actions, as a sale of
controlling interest.
The compensation we pay to directors, officers and employees is not tied to the consummation of any
particular corporate action involving our company, including mergers, acquisitions, sale of controlling
interest, or announcement of strategic partnerships.
In addition, our stock option plan provides that in the event of our dissolution or liquidation, or a
transformation of corporate type, or of a merger, consolidation, spinoff or other corporate restructuring
transaction from which we do not emerge as the surviving company, or even if we do, would entail a
delisting of our shares or a going private process, then, in the discretion of our board of directors, either
the surviving company would succeed us as option grantor or any outstanding stock options would vest
earlier than anticipated so the option grantees can exercise them for a given period, after which the stock
option plan will end and any unexercised options forfeit with no right to indemnity or consideration for the
grantee.
13.2 Information on compensation of directors, officers and fiscal council members
recognized in the income statements for 2012, 2011 and 2010, and compensation
projected for the current year.
The tables and notes below set forth data and information on annual compensation paid to directors and
executive officers, as well as audit committee members (as discussed previously, while the fiscal council is
not active at this time, its responsibilities overlap to a certain extent with those of the audit committee,
which
is
a
standing
board
advisory
committee
and
is
active)
(i) as recognized in the income statements for the years ended December 31, 2012, December 31, 2011
and December 31, 2010, based on average number of members per governance body or committee (per
data set forth in the following table
6
); and (ii) as projected for the current financial year.
Year ended December 31, 2012 ­ Average number of members
Month
Board of Directors
Executive Board
January
11
5
February
11
5
March
11
5
April
11
5
May
11
5
June
11
5
July
11
5
August
11
5
September
11
5
October
11
5
November
11
5
December
11
5
Total
129
68
Average
11.0
5.0
6
Sum total of the number of members in each governance body or committee at each month of 2012 divided by 12 (months). This
calculation is performed by a company department, as required under CVM Circular Letter SEP/No. 03/2012.
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51
Pursuant to a decision of our board of directors, the long-term compensation attributable to executives (in
the form of stock options) in any particular year materializes in the form of stock option grants at the start
of the next year. Thus, stock options to reward the 2011 performance were granted in January 2012, with
effects on results for 2012.
According to guidelines provided within the scope of our stock options plan (as approved at an
extraordinary shareholders meeting held on May 8, 2008, and amended at the extraordinary meeting held
on April 18, 2011), we adopted in 2011 a new stock options program, the "additional options program",
which contemplates additional stock option grants as an added incentive for retention of key professionals
in our talent pool. This means the new program gives key employees the right to exchange options for
shares at preset exercise prices and, as a prerequisite for the grant, requires these employees to buy
shares issued by us (Own Shares) and keep them for a holding period at least equal to the vesting period
under the additional option grants, failing which the option holder loses the options.
We have since completed two rounds of option grant awards, one within the scope of the "BVMF 2011
Stock Options Program", the other within the scope of the "BVMF 2011 Additional Options Program" with
effects on our results for 2012. The first round contemplated stock option grants awarding rights to buy
aggregate 3,250,000 shares, or 0.16% of the shares issued and outstanding, whereas the second round
contemplated additional options granting rights to buy aggregate 1,337,170 shares, or 0.07% of the
shares issued and outstanding. The exercise price for options granted within the scope of each of these
Programs was established pursuant to the rules set out in the stock options plan (see subsections 13.6
and 13.9 below).
Ultimately, the exercise price was set at R$2.79 for the first round (BVMF 2011 Stock Options Program)
and R$4.19 for the second round (BVMF 2011 Additional Options Program), pursuant to a calculation
method that takes into account certain market variables at grant time and the particular features of each
program.
BVMF 2011 Stock Option Program
­ The stock option grants under the 2010 Program are exercisable for
aggregate 3,420,000 shares, or 0.17% of the shares issued and outstanding. The fair market price for
stock options grants related to the BVMF 2010 Stock Option Program, as calculated based on market
variables at the time of granting, was R$4.50, substantially higher than fair price under the BVMF 2009
Stock Option Program. However, we should note there was no change in pricing model, such that the
difference in fair price is attributable primarily to changes in market conditions between the two periods,
as discussed under subsections 13.6 and 13.9 above.
Year ended December 31, 2012
Board of
Directors
Executive Board
Fiscal Council
(
*
)
Total
No. of members
11
5
n/a
16
Annual fixed compensation
(in R$)
R$ 4,221,989.61
R$4,923,976.91
n/a
R$9,145,966.52
Salary, fees
R$ 3,751,531.67
R$4,308,556.10
n/a
R$8,060,087.77
Direct & indirect benefits
n/a
R$615,420.81
n/a
R$615,420.81
Participation in committees
R$ 470,457.94
n/a
n/a
R$470,457.94
Other
n/a
n/a
n/a
n/a
Variable compensation
(in
R$)
n/a
R$8,827,692.36
n/a
R$8,827,692.36
Bonuses
n/a
n/a
n/a
n/a
Profit sharing
n/a
R$8,827,692.36
n/a
R$8,827,692.36
Participation in meetings
n/a
n/a
n/a
n/a
Commissions
n/a
n/a
n/a
n/a
Other
(1)
n/a
n/a
n/a
n/a
Post-retirement benefits
n/a
n/a
n/a
n/a
Stepping-down benefits
n/a
n/a
n/a
n/a
Share-based payments
n/a
R$14,670,242.30
n/a
R$14,670,242.30
Amount of compensation
R$ 4,221,989.61
R$28,421,911.57
n/a
R$32,643,901.18
(1)
Severance dues and additional sign-on bonuses.
(
*
)
As discussed in item 13.1 above, our fiscal council is not active at this time. We take the view that the functions of a
fiscal council are adequately fulfilled by the Audit Committee, which has been established with responsibilities (prescribed
background image
52
under article 47 of the bylaws) that overlap with those legally assigned to a fiscal council under Brazilian Corporate Law.
The company's Audit Committee has five independent members, four of whom are external members and one an
independent director. All of them meet the requirements of CVM Ruling 308/99, as amended. The Audit Committee
members were appointed for a two-year term. It is important to note that the compensation paid to external audit
committee members in 2011 totaled R$973,513.44 and is not included in the above table.
Year ended December 31, 2011 ­ Average number of members
Month
Board of Directors
Executive Board
January
10
6
February
10
6
March
10
6
April
11
6
May
11
6
June
11
6
July
11
6
August
11
6
September
11
5
October
11
5
November
11
5
December
11
5
Total
129
68
Average
10.75
5.67
Pursuant to a decision of our board of directors, long-term compensation attributable to executives (in the
form of stock options) in any particular year materializes in the form of stock option grants at the start of
the next year. Thus, stock options to reward the 2010 performance were granted in January 2011, with
effects on our results for year 2011.
BVMF 2010 Stock Option Program
­ The stock option grants under the 2010 Program are exercisable for
aggregate 3,420,000 shares, or 0.17% of the shares issued and outstanding. The fair market price for
stock options grants related to the BVMF 2010 Stock Option Program, as calculated based on market
variables at the time of granting, was R$4.50, substantially higher than fair price under the BVMF 2009
Stock Option Program. However, we should note there was no change in pricing model, such that the
difference in fair price is attributable primarily to changes in market conditions between the two periods,
as discussed under subsections 13.6 and 13.9 below.
Year ended December 31, 2011
Board of
Directors
Executive Board
Fiscal Council
(
*
)
Total
No. of members
10.75
5.67
n/a
16.42
Annual fixed compensation
(in R$)
R$ 4,019,685.04
R$ 5,171,880.30
n/a
R$ 9,191,565.34
Salary, fees
R$ 3,590,871.09
R$ 4,561,959.75
n/a
R$ 8,152,830.84
Direct & indirect benefits
n/a
R$ 609,920.55
n/a
R$ 609,920.55
Participation in committees
R$ 428,813.95
n/a
n/a
R$ 428,813.95
Other
n/a
n/a
n/a
n/a
Variable compensation
(in
R$)
n/a
R$ 9,302,085.66
n/a
R$ 9,302,085.66
Bonuses
n/a
n/a
n/a
n/a
Profit sharing
n/a
R$ 8,702,085.66
n/a
R$ 8,702,085.66
Participation in meetings
n/a
n/a
n/a
n/a
Commissions
n/a
n/a
n/a
n/a
Other
(1)
n/a
R$ 600,000.00
n/a
R$ 600,000.00
Post-retirement benefits
n/a
n/a
n/a
n/a
Stepping-down benefits
n/a
n/a
n/a
n/a
Share-based payments
n/a
R$ 15,390,000.00
n/a
R$ 15,390,000.00
Amount of compensation
R$ 4,019,685.04
R$ 29,863,965.96
n/a
R$ 33,883,651.00
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53
(1)
Severance dues and additional sign-on bonuses.
(
*
)
As discussed in item 13.1 above, our fiscal council is not active at this time. We take the view that the functions of a
fiscal council are adequately fulfilled by the Audit Committee, which has been established with responsibilities (prescribed
under article 47 of the bylaws) that overlap with those legally assigned to a fiscal council under Brazilian Cor porate Law.
The company's Audit Committee has five independent members, four of whom are external members and one an
independent director. All of them meet the requirements of CVM Ruling 308/99, as amended. The Audit Committee
members were appointed for a two-year term. It is important to note that the compensation paid to external audit
committee members in 2011 totaled R$973,513.44 and is not included in the above table.
Year ended December 31, 2010 ­ Average number of members
Month
Board of Directors
Executive Board
January
11
6
February
11
6
March
11
6
April
11
6
May
11
6
June
11
6
July
11
6
August
11
6
September
11
6
October
11
6
November
11
6
December
(
*
)
11
6
Total
132
72
Average
11.0
6.0
(
*
)
Fabio de Oliveira Barbosa resigned from the board of directors by end-December 2010 and was paid
the full fees for that month.
We should note that, pursuant to a decision of our board of directors, long-term compensation attributable
to executives (in the form of stock options) in any particular year materializes in the form of stock option
grants at the start of the next year. Thus, stock options to reward the 2010 performance were granted in
January 2011, with effects on results for year 2011.
Year ended December 31, 2010
Board of
Directors
Executive Board
Fiscal Council
(
*
)
Total
No. of members
11
6
n/a
17
Annual fixed compensation
(in R$)
R$ 3,835,734.86
R$ 5,288,126.90
n/a
R$ 9,123,861.76
Salary, fees
R$ 3,399,044.36
R$ 4,611,216.86
n/a
R$ 8,010,261.22
Direct & indirect benefits
n/a
R$ 676,910.04
n/a
R$ 676,910.04
Participation in committees
R$ 436,690.50
n/a
n/a
R$ 436,690.50
Other
n/a
n/a
n/a
n/a
Variable compensation
(in
R$)
n/a
R$ 9,592,419.87
n/a
R$ 9,592,419.87
Bonuses
n/a
n/a
n/a
n/a
Profit sharing
n/a
R$ 8,416,729.19
n/a
R$ 8,416,729.19
Participation in meetings
n/a
n/a
n/a
n/a
Commissions
n/a
n/a
n/a
n/a
Other
(1)
n/a
R$ 1,175,690.68
n/a
R$ 1,175,690.68
Post-retirement benefits
n/a
n/a
n/a
n/a
Stepping-down benefits
n/a
n/a
n/a
n/a
Share-based payments
n/a
0,00
n/a
0,00
Amount of compensation
R$ 3,835,734.86
R$ 14,880,546.77
n/a
R$ 18,716,281.63
(1)
Severance dues and additional sign-on bonuses.
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54
(
*
)
As discussed in item 13.1 above, our fiscal council is not active at this time. We take the view that the functions of a
fiscal council are adequately fulfilled by the Audit Committee, which has been established with responsibilities (prescribed
under article 47 of the bylaws) that overlap with those legally assigned to a fiscal council under Brazilian Corporate Law.
The company's Audit Committee has five independent members, four of whom are external members and one an
independent director. All of them meet the requirements of CVM Ruling 308/99, as amended. The Audit Committee
members were appointed for a two-year term. It is important to note that the compensation paid to external audit
committee members in 2010 totaled R$814,941.08 and is not included in the above table.
Compensation projections for 2013
. The table and notes below set forth data and information on annual
compensation proposed to be paid to directors and executive officers, as well as the audit committee
members for the year ending at December 31, 2013, which we are submitting to shareholders convening
in the annual shareholders meeting called for April 15, 2013. Given that the short-term variable
compensation (profit sharing payments) for executive officers is tied to certain yearly performance targets
being accomplished, the projections below assumed a probable results scenario and may change to the
extent our actual adjusted net income and operating expenses (both of which determine the profit sharing
pool) depart from the 2013 budget, including the opex budget. For example, pursuant to the method
described under subsection 13.1(c) above, where the actual year-end result hits a 10% threshold above
the expected adjusted net income (per our 2013 budget), and as long as we adhere to the operating
expense budget, the short-term compensation, i.e., the profit-sharing pool, will be adjusted by an
additional amount of R$1,052,626.30, which is the equivalent of a 10% increment in expected adjusted
net income for the year.
Additionally, we should note that, pursuant to a decision of our board of directors, long-term
compensation in the form of stock options attributable to executives in any particular year materializes in
the form of stock option grants at the start of the next year. Thus, stock options to reward the 2012
performance were granted in January 2013, with effects on results for year 2013. Moreover, in 2012,
within the scope of our stock options plan (as approved at the extraordinary shareholders meeting of May
8, 2008, and amended at the extraordinary meeting of April 18, 2011,) we implemented a new program
contemplating additional stock options as an added incentive for retention of key professionals in our
talent pool. Accordingly, the new program gives key employees the right to exchange options for shares
at preset exercise prices and, as a prerequisite for the grant, requires these employees to buy shares
issued by us (Own Shares) and keep them for a holding period at least equal to the vesting period under
the additional option grants, failing which the option holder loses the options.
Just as the option grants of 2011, we have since completed two rounds of option grant awards, one within
the scope of the "BVMF 2012 Stock Options Program", the other within the scope of the "BVMF 2012
Additional Options Program," with effects on our results for 2013. The first round contemplated stock
option grants awarding rights to buy aggregate 3,300,000 shares, or 0.17% of the shares issued and
outstanding, whereas the second round contemplated additional options granting rights to buy estimate
999.485 shares, considering that the participation of the Executive occurs at a price of R$ 13,70 per share
and thus, represents 0,05% of the shares issued and outstanding. The exercise price for options granted
within the scope of each of these Programs was established pursuant to the rules set out in the stock
options plan (see subsections 13.6 and 13.9 below).
Ultimately, the exercise price was set at R$5.55 for the first round (BVMF 2012 Stock Options Program)
and R$6.98 for the second round (BVMF 2012 Additional Options Program), pursuant to a fair price
calculation method that takes into account certain market variables at grant time and the particular
features of each program. When compared to the exercise price set for option grants under each of the
2011 programs, the exercise price was substantially. Absent any changes in pricing method, as was the
case, this increase is attributable only to a change in existing market conditions at the time of pricing (see
the discussion under subsections 13.6 and 13.9 below.
In addition, at the combined annual and extraordinary shareholders meeting set to convene on April
15, 2013, we will be submitting a proposal to amend the Stock Options Plan to adopt a specific
mechanism by which stock option grants can be awarded to our directors. However, assuming the
shareholders vote for the proposal, this mechanism would only be adopted in connection with stock
option grants awarded under our 2013 programs ("BVMF 2013 Stock Options Program" and "BVMF 2013
background image
55
Additional Options Program"), which is set to take place in January 2014 and, therefore, should
influence our results for 2014.
Current financial year ­ 2013 Compensation Budget
Board of Directors
Executive Board
Fiscal Council
(
*
)
Total
No. of members
11
5
n/a
16
Annual fixed compensation
(in R$)
R$5,276,664.34
R$5,395,931.35
n/a
R$10,672,595.69
Salary, fees
R$4,433,298.59
R$4,587,144.80
n/a
R$9,020,443.39
Direct & indirect benefits
n/a
R$808,786.55
n/a
R$808,786.55
Participation in
committees
R$843,365.75
n/a
n/a
R$843.365.75
Other
n/a
n/a
n/a
n/a
Variable compensation
(in
R$)
n/a
R$10,526,262.98
n/a
R$10,526,262.98
Bonuses
n/a
n/a
n/a
0
Profit sharing
n/a
R$10,526,262.98
n/a
R$10,526,262.98
Participation in meetings
n/a
n/a
n/a
n/a
Participation in
commissions
n/a
n/a
n/a
n/a
Other
n/a
n/a
n/a
n/a
Post-retirement benefits
n/a
n/a
n/a
n/a
Stepping-down benefits
n/a
n/a
n/a
n/a
Share-based payments
n/a
R$25,291,405.30
n/a
R$25,291,405.30
Amount of compensation
R$5,276,664.34
R$41,213,599.64
n/a
R$46,490,263.98
(
*
)
As discussed in item 13.1 above, our fiscal council is not active at this time. We take the view that the functions of a
fiscal council are adequately fulfilled by the Audit Committee, which has been established with responsibilities (prescribed
under article 47 of the bylaws) that overlap with those legally assigned to a fiscal council under Brazilian Corporate Law.
The company's Audit Committee has five independent members, four of whom are external members and one an
independent director. All of them meet the requirements of CVM Ruling 308/99, as am ended. The Audit Committee
members were appointed for a two-year term. It is important to note that the compensation paid to external members in
2012 is projected to total R$1,258,996.92.
13.3 Variable compensation for the years ended December 31, 2012, 2011 and 2010, and
compensation projected for current year.
The variable compensation policy for executive officers is based on salary ratios, which may vary based on
seniority of job position and, where job positions are leveled, based on individual performance
assessments.
Full-year information
. The tables below present information on the variable compensation paid to
executive officers. (i) as recognized in the income statements for the years ended December 31, 2012,
December 31, 2011, and December 31, 2010, based on the number of members of each governance body
to whom variable compensation was paid in the years concerned, and (ii) as projected for the current
year.
Year ended December 31, 2012
Board of
Directors
Executive Board
Fiscal
Council
Total
No. of members
n/a
6
n/a
6
Bonus (in R$)
n/a
Minimum projected in Comp. Plan
n/a
n/a
n/a
n/a
Maximum projected in Comp. Plan
n/a
n/a
n/a
n/a
Projected in Comp. Plan if targets
realized
n/a
n/a
n/a
n/a
Actually recognized in the income
statement
n/a
n/a
n/a
n/a
Profit sharing (in R$)
Minimum projected in Comp. Plan
n/a
R$9,072,748.56
n/a
R$9,072,748.56
Maximum projected in Comp. Plan
n/a
R$10,978,025.75
n/a
R$10,978,025.75
Projected in Comp. Plan if targets
realized
n/a
R$9,980,023.41
n/a
R$9,980,023.41
Actually recognized in the income
statement
n/a
R$8,827,692.36
n/a
R$8,827,692.36
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56
Year ended December 31, 2011
Board of
Directors
Executive Board
Fiscal Council
Total
No. of members
n/a
5.67
n/a
5.67
Bonus (in R$)
n/a
Minimum projected in Comp. Plan
n/a
n/a
n/a
n/a
Maximum projected in Comp. Plan
n/a
n/a
n/a
n/a
Projected in Comp. Plan if targets
realized
n/a
n/a
n/a
n/a
Actually recognized in the income
statement
n/a
n/a
n/a
n/a
Profit sharing (in R$)'
Minimum projected in Comp. Plan
n/a
R$ 8,668,042.47
n/a
R$ 8,668,042.47
Maximum projected in Comp. Plan
n/a
R$ 10,488,331.39
n/a
R$ 10,488,331.39
Projected in Comp. Plan if targets
were achieved
n/a
R$ 9,534,846.72
n/a
R$ 9,534,846.72
Actually recognized in the income
statement
n/a
R$ 8,702,085.66
n/a
R$ 8,702,085.66
Year ended December 31, 2010
Board of
Directors
Executive Board
Fiscal Council
Total
No. of members
n/a
6
n/a
6
Bonus (in R$)
n/a
Minimum projected in Comp. Plan
n/a
n/a
n/a
n/a
Maximum projected in Comp. Plan
n/a
n/a
n/a
n/a
Projected in Comp. Plan if targets
realized
n/a
n/a
n/a
n/a
Actually recognized in the income
statement
n/a
n/a
n/a
n/a
Profit sharing (in R$)
Minimum projected in Comp. Plan
n/a
R$ 8,308,036.10
n/a
R$ 8,308,036.10
Maximum projected in Comp. Plan
n/a
R$ 10,154,266.35
n/a
R$ 10,154,266.35
Projected in Comp. Plan if targets
realized
n/a
R$ 9,231,151.23
n/a
R$ 9,231,151.23
Actually recognized in the income
statement
n/a
R$ 8,416,729.19
n/a
R$ 8,416,729.19
Current year projections
. The table below sets forth information on projected variable compensation for
2013. Given that the short-term variable compensation (profit sharing payments) for executive officers is
tied to yearly performance targets being realized, the projections below assumed a probable results
scenario and may change to the extent our actual adjusted net income and operating expenses (both
determining the profit sharing pool) depart from the budget, including the opex budget. Pursuant to the
method described under 13.1(c) above, the total 2013 allocation to short-term compensation for executive
officers and other employees (i.e., the profit sharing pool) should be calculated at a 3.5% rate of our
adjusted net income for the year, provided we meet the opex budget.
Part of this total would then be allocated to the executive officers, with each individual allocation being
calculated as a multiple of base pay (salary ratio formula) adjusted to reward individual performance.
However, if actual operating expenses are in excess of the budget, a 5% reduction factor would apply so
that every percentage point by which actual opex exceeds the budget target would bring the pool
down by 5%.
With regard to projections for minimum and maximum allocations, you should bear in mind that,
consistent with the allocation method previously discussed, the true size of the profit sharing pool is
directly affected by our actual adjusted net income and the extent to which we adhere to the opex budget,
so that ultimately (i) if we are not profitable, there may be no profit sharing allocation at all; and (ii) if we
are profitable, there will be no caps limiting the allocation, as long as the calculation guidelines previously
discussed are observed. The minimum and maximum allocation amounts set forth in the following table
were projected assuming adjusted net income 10% above or below the collective performance target,
respectively.
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57
Current financial year ­ 2013 Budget
Board of
Directors
Executive Board
Fiscal
Council
Total
No. of members
n/a
5
n/a
5
Bonus (in R$)
Minimum projected in Comp. Plan
n/a
n/a
n/a
n/a
Maximum projected in Comp. Plan
n/a
n/a
n/a
n/a
Projected in Comp. Plan if targets
realized
n/a
n/a
n/a
n/a
Actually recognized in the income
statement
n/a
n/a
n/a
n/a
Profit sharing (in R$)
Minimum projected in Comp. Plan
n/a
R$9,569,329.99
n/a
R$9,569,329.99
Maximum projected in Comp. Plan
n/a
R$11,578,889.28
n/a
R$11,578,889.28
Projected in Comp. Plan if targets
realized
n/a
R$10,526,262.98
n/a
R$10,526,262.98
Actually recognized in the income
statement
n/a
n/a
n/a
n/a
13.4 Information on the stock-based compensation plan for directors and executive officers
effective in the most recent year, and projected for the current year.
a.
General terms and conditions
Our company has adopted a stock option plan approved at an extraordinary shareholders meeting held on
May 8, 2008, and amended at an extraordinary shareholders meeting held on April 18, 2011. Under the
Plan, the directors, executive officers and other executives, including the executive officers and executives
of our subsidiaries and, in certain special cases, employees and service providers nominated by our chief
executive officer ("beneficiaries"), are eligible for awards of option grants conveying rights to buy common
shares issued by our company.
Under the existing stock option plan, our board of directors (or compensation committee, as applicable)
establish from time to time stock option programs which define (i) the eligible beneficiaries; (ii) the total
number of shares for which the options are exercisable; (iii) where an option breaks down into lots, the
number of shares underlying each option lot; (iv) the exercise price; (v) the vesting schedule; (vi) any
transfer restrictions applicable to the shares for which an option is exercised; and (vii) provisions on
penalties, if any.
The stock option plan also calls for our board of directors to decide on additional options granting special
rights to eligible key executives. Under the plan, as a pre-requisite for an additional option grant and,
eventually, the exercise thereof, a beneficiary is required to
(1)
buy shares issued by us (Own Shares) by
disbursing own funds, and keep them for a holding period at least equal to the vesting period under the
additional option grant, failing which the additional option will be lost; and
(2)
adhere to certain transfer
restrictions (lock-up) applicable to Own shares and effective for the holding period.
Our board of directors may delegate authority for our compensation committee to make certain decisions
and recommendations concerning the stock options plan. Currently, in line with certain bylaws provisions
allocating responsibilities to the Compensation Committee, the committee members assist and advise our
directors in defining terms and conditions related to option grants.
In addition, consistent with our stock options plan, and acting in its discretion, our board (as advised by
the compensation committee) may establish stock option programs and (upon hearing the
recommendations of our chief executive officer) define the terms and ratios under which additional options
(contemplated under each particular program) may be awarded to eligible key employees to reward
outstanding performance, as assessed based on collective and individual performance targets.
Where launching an option program, our board is responsible for establishing terms and conditions
applicable to stock option grant agreements beneficiaries will be required to execute with us within the
scope of that particular program. These agreements typically include provisions at least covering the
following:
a)
The number of shares for which an option is exercisable by a beneficiary grantee, and the exercise
price per share, as calculated pursuant to the method adopted in the relevant program;
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58
b)
The ratio by which the base number of option grants may be increased and the criteria as well as
performance period determining the increment;
c)
The vesting period, the vesting schedule (whether or not a staggered schedule) and the exercise
date or staggered exercise dates, and the option expiration date;
d)
Transfer restrictions applicable to shares for which an option is exercised, including as related to
,,Own Shares held by beneficiaries of additional stock option grants, and penalties for failures to
adhere to such restrictions;
e)
Other terms and conditions of contract, as long as not conflicting with the stock option plan and
relevant program.
Shares for which an option is exercised enjoy rights established under the stock option plan, and the
relevant program and stock option grant agreement, and are assured rights to payouts after delivered to a
beneficiary.
Consistent with the stock option plan and related stock option programs and grant agreements, the
following additional terms and conditions apply:
a)
The delivery of shares for which an option is exercised shall in any event be contingent on all
applicable legal and regulatory requirements having been met in every respect;
b)
The provisions of the stock option plan and related programs and grant agreements are not to be
construed as assurance of continuing services or employment relationship between a beneficiary
and our company, and no such provision affects in any way our right to remove any beneficiary
from office or position or to terminate the relevant service or employment contract at any time;
c)
neither a stock option grant, nor the shares for which an option is exercised have any bearing
whatsoever either on the fixed compensation we pay to beneficiaries or on profit sharing
payments we may or may not make to a beneficiary;
d)
beneficiaries enjoy none of the rights or privileges of shareholders in the company except those to
which the Option Plan refers with regard to the options covered by the relevant Agreement;
e)
A beneficiary shall only be entitled to the rights and prerogatives inherent in the capacity of
shareholder after the shares for which an option is exercised are registered and delivered to such
beneficiary.
We plan to submit to shareholders convening in the combined annual and extraordinary meeting called for
April 15, 2013, a proposal to change the existing stock options plan to make it clear the directors are
eligible to be awarded stock options. In addition, we propose to adopt a mechanism that would apply
specifically to stock option awards to members of our board of directors, as follows: (i) the directors would
be eligible to stock option awards starting from the date of the combined meeting or such other date as
the shareholders approve at the meeting; (ii) the annual meeting would then decide the maximum number
of stock option grants to be awarded for that particular year, provided no more than an aggregate of
330,000 stock options (the "Collective Lot") would be authorized and the collective lot for the year is
apportioned equally amongst the directors (linear apportioning); (iii) the collective lot awarded to the
directors would result in stock option grants implemented as of the same date as the option grants
awarded to other beneficiaries; (iv) the stock options thus granted to each beneficiary director would vest
two (2) years after the end of their term of office as directors; (v) the stock options would be exercisable
over a five (5) years period after the vesting date; (vi) a director removed from office due to a breach of
his or her responsibilities or fiduciary duty (per applicable civil and corporate law), or for any of the
reasons which would justify ,,termination for cause under the labor laws, any outstanding stock options
(vested and unvested) would forfeit with no right to indemnity or consideration; and (vii) if the Director
resigns his or her office, all unexercised options may be exercise to the date of the resignation, except for
the options granted in the year of the mandate that occur the resignation, observing the deadlines to
exercise.
There are currently seven board-approved, ongoing stock option programs, namely the
BVMF 2008 Stock
Option Program
, the
BVMF 2009 Stock Option Program
, the
BVMF 2010 Stock Option Program
, the
BVMF
2011 Stock Option Program
and the
BVMF 2011 Additional Options Program
, in addition to the
BVMF 2012
Stock Option Program
and the
BVMF 2012 Additional Options Program
. The terms and conditions of these
programs are discussed elsewhere herein.
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59
In addition to our stock option plan and the programs we implemented under this plan, on merging with
BM&F S.A as part of the process by which we absorbed the business of the former Mercantile and Futures
Exchange, we succeeded the mergee as grantor company under their previously existing stock option plan
(the "BM&F Option Plan", which had been approved at an extraordinary shareholders meeting dated
September 20, 2007). The stock options granted under the BM&F Option Plan are exercisable for
19,226,388 shares on a one-to-one basis. While our own stock options plan established limits for shares
attributable to stock options under each stock option program, these limits are not applicable to the BM&F
Stock Options Plan.
Furthermore, with regard to our stock options plan, and the programs implemented thereunder, we should
note that, pursuant to a decision of our board of directors dated February 23, 2010, long-term
compensation in the form of stock options attributable to executives in any particular year materializes in
the form of stock option grants at the start of the next year. Thus, for example, while stock options to
reward the 2010 performance were granted in January 2011, with effects on our results for year 2011;
stock options to reward the 2011 performance were granted in January 2012, with effects on our results
for year 2012, and stock options to reward the 2012 performance were granted in January 2013, with
effects on our results for year 2013. In that sense, the grant of the options for the fiscal year of 2013, will
take place only in January 2014, with effects on the fiscal year of 2014.
b.
Key objectives of the stock options plan
Our stock option plan was established pursuant to article 168, paragraph 3, of Brazilian Corporate Law
(Law 6,404/1976, as amended) as incentive with the primary objective of giving eligible executive officers,
employees and providers of ours and our (direct or indirect) subsidiaries an opportunity to become our
shareholders. By exposing optionees to the market risk associated with fluctuations in the market price of
our shares, this incentive is expected to align the interests of executives, employees and providers with
the interests of our 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 selected executives, employees and providers an opportunity to become our
shareholders, and thus share in the inherent investment profit opportunity on a medium- to long-term
time horizon, committing themselves to our long-term objectives, and working harder to create value for
the market price of our shares to rise on a consistent basis.
Moreover, by structuring stock options as a longer term investment with prospects for future gains, which
materialize only if the option beneficiaries stay with us for a longer time span, we expect to retain a key
talent pool and keep these executives, employees and providers motivated to pursue our success over the
long run.
In the particular case of our Additional Options Program, beneficiaries also undertake to buy and hold
company shares ("Own Shares") as a condition for both a grant and, eventually, the option exercise. This
leads to deeper alignment of their interests with ours, because as shareholders they are ,,partners invested
in, and highly committed to our longer term results. Additionally, given that this Program has been
designed for a key group in the organization, and requires a deeper level of commitment to our future
through longer vesting periods, it should operate as a stronger tool for retention of professionals we
consider to be critical for short-, medium- and long-term value creation.
d.
How the plan fits into the company's compensation policy
Our stock option plan is a key component of the total compensation attributable to executive officers and
other executives, employees and service providers. Accordingly, it is part of our compensation policy goal
of tying individual performance to our corporate objectives, while serving as an additional incentive to
implement medium- and long-term actions that add value to the company. This incentive consists of the
opportunity for future gains from the appreciation of the market price of our shares. Furthermore, as the
prospects for future gains are tied to commitment towards our company over the long run, the stock
options grants operate as a means for us to attract and retain talent.
e.
How the plan aligns the interests of executive officers with those of the company in
the short-, medium- and long-term
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60
Our stock option plan ties in performance to differing levels of compensation, so compensation becomes
an incentive towards the achievement of certain targets and a driver towards the pursuit of medium- 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. The stock option plan aligns the interests of executives with the companys interests
insofar as it enables them to become shareholders, spurring efficient management of company affairs,
while also attracting and retaining highly qualified professionals, fueling growth and spurring value
creation for the company. Mechanisms to nurture interest alignment over time include, for example, the
options vesting period and vesting schedule, as they determine the pace at which options are exercised.
Where the options break down into lots, staggered vesting fosters talent retention, enabling beneficiary
optionees to increase their holdings in our shares gradually whereas continuing to invest in our future
growth and profitability as they continue to work for us.
Moreover, in order to deepen the alignment of interests between eligible executives and our company, we
have put in place a new program, the Additional Options Program, which gives key employees the right to
exchange options for shares at preset exercise prices and, as a prerequisite for the grant, and, eventually,
the option exercise, requires beneficiaries to buy shares issued by us (Own Shares) by disbursing own
funds, and keep them for a holding period at least equal to the vesting period under the additional option
grant. This leads to deeper alignment of their interests with ours, because as shareholders they are
,,partners invested in, and highly committed to our longer term results. Additionally, given that this
Program has been designed for key group in the organization, and requires a deeper level of commitment
to our future through longer vesting periods, it should operate as a stronger tool for retention of
professionals we consider to be critical for short-, medium- and long-term value creation.
f.
Maximum number of shares in a program
Our stock option plan was approved at an extraordinary general meeting held on May 8, 2008, and
amended at an extraordinary meeting held on April 18, 2011. Under the plan option grants are exercisable
for a limited number of shares set as the equivalent of 2.5% of the shares of common stock issued and
outstanding as of the date of each grant. Based on the number of shares issued and outstanding as of
December
31,
2012,
the
operative
limit
for
option
grants
encompasses
49.5 million shares.
In addition to our stock option plan and the programs we implemented under this plan, on merging with
BM&F S.A as part of the process by which we absorbed the business of the former Mercantile and
Futures Exchange, we succeeded the mergee as grantor company under their previously existing stock
option plan (the "BM&F Option Plan", which had been approved at an extraordinary shareholders
meeting dated September 20, 2007). The stock options granted under the BM&F Option Plan are
exercisable for 19,226,388 shares on a one-to-one basis. As of December 31, 2012, there still remained
229,000 outstanding stock options granted under the BM&F Options Plan. While our own stock options
plan established limits for shares attributable to stock options under each stock option program, these
limits are not applicable to the BM&F Stock Options Plan.
g.
Maximum number of option grants
Our stock option plan was approved at an extraordinary general meeting held on May 8, 2008, and
amended at an extraordinary meeting held on April 18, 2011. Under the plan option grants are exercisable
for a limited number of shares set as the equivalent of 2.5% of the shares of common stock issued and
outstanding as of the date of each grant. Based on the number of shares issued and outstanding as of
December
31,
2012,
the
operative
limit
for
option
grants
encompasses
49.5 million shares.
h.
Conditions for stock purchase
Under the existing stock option plan, our board of directors, as advised by our compensation committee,
establish stock option programs ("Programs") from time to time, which are required to define (i) the
eligible beneficiaries; (ii) the total number of shares for which the options are exercisable; (iii) where an
option breaks down into lots, the number of shares underlying each option lot; (iv) the exercise price; (v)
the vesting schedule; (vi) any transfer restrictions applicable to the shares for which an option is
exercised; and (vii) provisions on penalties, if any.
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The stock option plan also calls for our board of directors to decide on additional options granting special
rights to eligible key executives. Under the plan, as a pre-requisite for an additional option grant and,
eventually, the exercise thereof, a beneficiary is required to
(1)
buy shares issued by us (Own Shares) by
disbursing own funds, and keep them for a holding period at least equal to the vesting period under the
additional option grant, failing which the additional option will be lost; and
(2)
adhere to certain transfer
restrictions (lock-up) applicable to Own shares and effective for the holding period. In addition, consistent
with our stock options plan, and acting in its discretion, our board (as advised by the compensation
committee) may establish stock option programs and (upon hearing the recommendations of our chief
executive officer) define the terms and ratios under which additional options (contemplated under each
particular program) may be awarded to eligible key employees to reward outstanding performance, as
assessed based on collective and individual performance targets. For more information on the terms and
conditions under which stock options are exercisable for shares, and the relevant stock option programs,
see subsections 13.4(a) above, and 13.4(i) and (j) below.
As previously discussed, we plan to submit to shareholders convening in the combined annual and
extraordinary meeting called for April 15, 2013, a proposal to change the existing stock options plan to
make it clear the directors are eligible to be awarded stock options. In addition, we propose to adopt a
mechanism that would apply specifically to stock option awards to members of our board of directors, as
follows: (i) the directors would be eligible to stock option awards starting from the date of the combined
meeting or such other date as the shareholders approve at the meeting; (ii) the annual meeting would
then decide the maximum number of stock option grants to be awarded for that particular year, provided
no more than an aggregate of 330,000 stock options (the "Collective Lot") would be authorized and the
collective lot for the year is apportioned equally amongst the directors (linear apportioning); (iii) the
collective lot awarded to the directors would result in stock option grants implemented as of the same
date as the option grants awarded to other beneficiaries; (iv) the stock options thus granted to each
beneficiary director would vest two (2) years after the end of their term of office as directors; (v) the stock
options would be exercisable over a five (5) years period after the vesting date; (vi) a director removed
from office due to a breach of his or her responsibilities or fiduciary duty (per applicable civil and
corporate law), or for any of the reasons which would justify ,,termination for cause under the labor laws,
any outstanding stock options (vested and unvested) would forfeit with no right to indemnity or
consideration; and (vii) if the Director resigns his or her office, all unexercised options may be exercise to
the date of the resignation, except for the options granted in the year of the mandate that occur the
resignation, observing the deadlines to exercise.
i.
Criteria to establish exercise price
Under the stock option plan, the general pricing rule requires the exercise price to be set as the average
market price for BM&FBOVESPA shares in the 20 trading sessions prior to the grant date. However, on
establishing a program and setting the exercise price, the board of directors may approve up to a 20%
discount on this average. But a discount is not mandatory and, where authorized, the actual discount rate
is entirely in the discretion of our board. No discounts have been authorized under stock option programs
previously implemented, except that in determining the exercise price for options awarded under our
BVMF 2012 Stock Option Program, a 20% discount was computed on the average closing price for the
shares over the twenty previous trading sessions.
In the particular case of the Additional Options Program, the discount on the average market price that
determined the exercise price may be granted at a higher rate than 20%, in the discretion of our board of
directors, as advised by the compensation committee, provided the following conditions apply in any
event: (i) a pre-requisite purchase of shares issued by us, for which the beneficiary is required to disburse
own funds, observing the number of shares (set as a percentage) and other terms and conditions defined
in the program ("Own Shares"); and (ii) a beneficiarys requisite adherence to a holding period at least
equal to the vesting period under the relevant additional option grant, during which transfer restrictions
apply as provided in the program (lock-up). In the case of each of the BVMF 2011 Additional Options
Program and the BVMF 2012 Additional Options Program, on setting the exercise price, our board
authorized a 50% discount rate on the base price (average market price extrapolated for the closing price
in the 20 previous trading sessions).
Pursuant to the proposal we are now making to shareholders convening at the April 15, 2013, combined
annual and extraordinary meeting, the exercise price under options awarded to members of our board of
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directors will be determined pursuant to the stock option plan rules, meaning the average market price for
BM&FBOVESPA shares in the 20 trading sessions prior to the grant date. The grant date would be the
same as that of the options awarded to our officers and executives.
j.
Criteria to establish vesting periods
Under our stock option plan, the vesting schedule under each program may be such that the options vest
at once or on a staggered schedule, in the discretion of our board of directors (as advised by our
compensation committee). In any event, on setting the vesting schedule these bodies must take into
account the objectives of our stock option plan so as to ensure the schedule aligns with the companys
medium- and long-term interests and our talent retention strategy.
Pursuant to the vesting schedules adopted under our existing stock option programs (except the additional
options program), each option grant breaks down into lots exercisable for ¼ of the underlying shares
according to the following staggered scheduled:
BVMF 2012 Stock Option Program
: (i) January 2, 2014 (¼); (ii) January 2, 2015 (¼); (iii)
January
2,
2016
(¼);
(iv) January 2, 2017 (¼).
BVMF 2011 Stock Option Program
: (i) January 2, 2013 (¼); (ii) January 2, 2014 (¼); (iii)
January
2,
2015
(¼);
(iv) January 2, 2016 (¼).
BVMF 2010 Stock Option Program
: (i) January 3, 2011 (¼); (ii) January 3, 2012 (¼); (iii)
January
3,
2013
(¼);
(iv) January 3, 2014 (¼).
BVMF 2009 Stock Option Program
: (i) December 30, 2009 (¼); (ii) December 30, 2010 (¼); (iii)
December 30, 2011 (¼); (iv) December 30, 2012 (¼).
BVMF 2008 Stock Option Program
: (i) June 30, 2009 (¼); (ii) June 30, 2010 (¼); (iii) June 30,
2011 (¼); (iv) June 30, 2012 (¼).
Under the terms and conditions established for these programs, the exercise period under each option
grant is to span a time frame that commences promptly after the vesting date for each lot and expires as
of a date seven years after the vesting date for the very first lot.
Under the BVMF 2011 Additional Options Program, the options are likewise staggered (each lot being
exercisable for 50% of the underlying shares) but the vesting periods are longer. This has been designed
as a stronger tool for retention of key professionals in the organization. Accordingly, the vesting schedule
under
the
BVMF
2012
Additional
Options
Program
is
(i) January 2, 2016 (½); (ii) January 2, 2018 (½), whereas under the BVMF 2011 Additional Options
Program the vesting schedule is (i) January 2, 2015 (½); (ii) January 2, 2017 (½). These programs also
allow for the exercise period regarding each lot to be extended, provided in any event the option expires
as of a date seven years after the grant date.
Under the additional options program, as a pre-requisite for an option grant and, eventually, the exercise
thereof, a beneficiary is required to
(1)
buy shares issued by us (Own Shares) disbursing own funds, and
keep them for a holding period at least equal to the vesting period under the additional options, failing
which the additional option will be lost; and
(2)
adhere to certain transfer restrictions (lock-up) applicable
to Own Shares and effective for the holding period.
Additionally, after the vesting date, and provided applicable grant requirements are met, the option (or lot
thereof) will be exercisable (for a predefined number of shares) at any time over the exercise period,
failing which the option forfeits with no right to indemnity or consideration.
We plan to propose to shareholders convening at the April 15, 2013, combined annual and extraordinary
meeting, a change to our stock option plan which would establish a mechanism to apply specifically to
stock option awards for our directors. For more information on our proposal, see the discussion under
subsection 13.4(a) and 13.4(h) above.
k.
Settlement
Beneficiaries that wish to exercise vested options are required to give us written notice of exercise by
filling out an Exercise Notice Form. This notice must state the number of shares for which the option is
exercised. Exercise notices are valid only if given within the relevant exercise period, pursuant to deadlines
we establish to allow for time to plan, make shares available and arrange for share delivery. Upon
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receiving an exercise notice we are required to respond by returning notice of the exercise price and
making arrangements for the transaction consummation. Beneficiaries are required to pay the exercise
price in the manner and conditions defined by our board of directors or compensation committee, as
applicable.
The arrangements include the execution of transaction completion documents, which must give due
regard to applicable legal and regulatory rules our bylaws, and include undertakings related to trading and
transfer restrictions applicable to the shares under the law and applicable regulations. Except for
applicable transfer restrictions, the shares thus acquired by beneficiaries enjoy the same rights as any
other common shares issued by us.
Moreover, we may order temporary suspensions of beneficiaries rights to exercise options, where
necessary under the law or regulations to prevent or halt trading in our shares by a beneficiary.
Beneficiaries are typically required to make lump-sum payments of the exercise price. Additionally, the
delivery of shares for which an option is exercised will in any event be contingent on all applicable legal
and regulatory requirements having been met in every respect.
l.
Share transfer restrictions
The stock option plan also calls for our board of directors (or the compensation committee, as applicable)
to establish a lock-up period during which beneficiaries may not sell, transfer or otherwise dispose of
shares acquired under our stock option plan, as well as any bonus shares attributable to such shares, or
shares resulting from stock splits thereof, or shares acquired through exercise of subscription rights or any
manner other than through disbursement of the beneficiarys own funds, and any securities convertible
into, or exercisable or exchangeable for shares, which are in any way attributable to shares exercised for
stock options granted within the scope of our stock option. Additionally, no such lock-up period may
extend for over two years after the original option grant date.
Nevertheless, a beneficiary may at any time sell any number of shares in his or her holding, as may be
necessary for the proceeds of such sale to be used for payment of all or some of the exercise price,
including for a down payment if the program establishes a time payment plan.
Where time payment is permitted under any given stock option program, and except upon prior consent of
our board or under an approved proposal of the compensation committee of directors, a transfer
restriction will apply preventing any sale of shares for which an option is exercised until such time as the
exercise price is fully paid. Additionally, where an exception applies, the proceeds of such sale must be
used primarily for payment of any outstanding balance of the exercise price.
In the particular case of our additional options program, a lock-up period may apply (as established in the
discretion of our board of directors or the compensation committee, as applicable), such that beneficiaries
will only be permitted to sell, transfer or otherwise dispose of their Own Shares, as well as any bonus
shares attributable to such shares, or shares resulting from stock splits thereof, or shares acquired
through exercise of subscription rights or any manner other than through disbursement of the
beneficiarys own funds, and any securities convertible into, or exercisable or exchangeable for shares,
which are in any way attributable to their Own Shares, after the expiration of the lock-up period. Where
established, the lock-up period must coincide with, and be proportional to the additional options vesting
periods, such that Own Shares can be sold as the options exercised for additional shares.
Moreover, unless our board of directors (or the compensation committee, as applicable) decides
otherwise, a sale or other disposition of Own Shares by a beneficiary prior to the date the relevant
additional option or lot thereof vests, any outstanding unvested or unexercised options forfeit, with no
right to indemnity or consideration.
In addition, beneficiaries are required to undertake to refrain from establishing liens or otherwise
encumber Own Shares under lock-up restriction, and any shares arising from the exercise of additional
options for as long as the exercise price or any portion thereof remains unpaid, as any such lien or
encumbrance could prevent us from seizing the shares or Own Shares in case of default in the payment of
the exercise price.
m.
Events (and criteria) triggering a suspension, modification or termination of the plan
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The stock option plan may be discontinued at any time upon a decision of our board of directors. If this
were to occur, any existing lock-up or trading restrictions should continue in place, and the rights and
obligations arising under any option grant agreements would not change or be affected in any way.
In addition, our stock option plan provides that in the event of our dissolution or liquidation, or a
transformation of corporate type, or of a merger, consolidation, spinoff or other corporate restructuring
transaction from which we do not emerge as the surviving company, or even if we do, would entail a
delisting of our shares or a going private process, then, in the discretion of our board of directors, either
the surviving company would succeed us as option grantor or any outstanding stock options would vest
earlier than anticipated so the optionees can exercise them for a given period, after which the stock option
plan will end and any unexercised options forfeit with no right to indemnity or consideration for the option
holder. This being the case, the option holders would be given sufficient notice of the event for them to
make a decision in their sole discretion as to whether they wish to exercise their options and, in the
affirmative, would be required to do so within a deadline assigned by our board of directors (as advised by
the compensation committee).
n.
Effects of termination on the rights of a departing executive officer under the stock-
based compensation plan
Where an option holder officer is removed from office for breach of duty, and where an option holder
employee or service provider is terminated for cause (as defined under Brazilian labor and civil law,
respectively) any unvested or unexercised options forfeit, with no right to indemnity or consideration for
the holder.
Unless otherwise determined by our board, acting on recommendation of the compensation committee,
or by our chief executive officer, acting on board-delegated authority, where an option holder resigns
his/her office or is replaced (if an officer), or resigns his/her job or is terminated without cause (if an
employee) or terminates his/her service contract or is terminated with or without cause (if a provider),
then (i) any vested options will be exercisable within ninety days after the event, having regard for the
exercise deadline established in the relevant stock option program and agreement; whereas (ii) any
unvested options will forfeit with no right to indemnity or consideration.
In addition, if an option holder were to die or become permanently disabled, unvested options would
vest forthwith and the options would be exercisable by either the holder or the heirs or successors, as
the case may be, for a period of one after the event, following which any unexercised options would
forfeit, with no right to indemnity or consideration for the holder, or his/her heirs or successors. In any
such event, the options would be exercisable for all or some of the underlying shares, and the exercise
price be payable in one lump-sum. The option holder being deceased, the option rights would be
apportioned amongst heirs and successors according to the decedents last will and testament or the
laws of intestate succession. The shares for which an option is exercised by either a disable holder or
the heirs and successors of a holder shall be free and clear of liens and encumbrances and transfer or
trading restrictions, and may be sold at any time after delivered.
Retiring option holders are treated similarly, except however a retiring holder would be required to commit
to a 120-day non-compete covenant preventing him/her from providing services (whether or not as
employee) to direct or indirect competitors in the Brazilian capital markets or other markets where we may
operate at the time.
Moreover, the provisions of the stock option plan and related programs and grant agreements are not to
be construed as assurance of continuing services or employment relationship between an option holder
and our company, as no such provision affects in any way our rights to remove any beneficiary from office
or position, or to terminate the relevant service or employment contract at any time.
We plan to propose to shareholders convening at the April 15, 2013, combined annual and extraordinary
meeting, a change to our stock option plan which would establish a mechanism to apply specifically to
stock option awards for our directors (see subsection 13.4(a) and 13.4(h) above). Under the proposal, if a
director is removed from office due to a breach of his or her responsibilities or fiduciary duty (per
applicable civil and corporate law), or for any of the reasons which would justify ,,termination for cause
under the labor laws, any outstanding stock options (vested and unvested) would forfeit with no right to
indemnity or consideration; and (vii) if the Director resigns his or her office, all unexercised options may
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65
be exercise to the date of the resignation, except for the options granted in the year of the mandate that
occur the resignation, observing the deadlines to exercise.
13.5 Number of shares and convertible securities issued by company, its subsidiaries or
affiliates and (direct or indirect) controlling shareholders and companies under
common control, which are held directly or indirectly, in Brazil and abroad, by
directors, executive officers and fiscal council members, grouped by governance body,
as at the year-end.
2012
Governance Body
Shares of common stock
(%)
Board of Directors
1,132,300
0.057%
Executive Board
2,804,318
0.142%
Fiscal Council
n/a
n/a
Total
3,936,618
0.199%
13.6 Stock-based compensation of directors and executive officers recognized in the income
statement for the years ended December 31, 2012, 2011 and 2010, and projections for
the current year.
The tables below set forth information on stock-based compensation paid to executive officers, (i) as
recognized in the income statements for the years ended December 31, 2012, December 31, 2011, and
December 31, 2010, based on the number of members of each governance body to whom such
compensation was actually allocated in the years concerned, and (ii) as projected for the current year.
We should note that long-term compensation (stock options) for the officers and executives in any
particular year materializes in the form of stock option grants at the start of the next year. Thus, stock
options to reward the 2011 performance were granted in January 2012, with effects on results for year
2012, whereas options to reward the 2010 performance were granted in January 2011, with effects on
results for year2011.
Year ended December 31, 2012
BVMF 2011 Stock Option Program
Board of Directors
Executive Board
Total
No. of members
n/a
5
5
Option grants
Grant date
n/a
January 2, 2012
January 2, 2012
No. of options granted
n/a
3,250,000
3,250,000
Vesting date
n/a
812,500 - Jan. 02, 2013
812,500 - Jan. 02, 2014
812,500 - Jan. 02, 2015
812,500 - Jan. 02, 2016
Expiration date
n/a
January 2, 2020
January 2, 2020
Lock-up period
n/a
n/a
n/a
Weighted average exercise price of groups
below:
n/a
R$10.07
R$10.07
- options outstanding at start of
financial year
n/a
R$10.07
R$10.07
- lost during financial year
n/a
R$10.07
R$10.07
- exercised during financial year
n/a
R$10.07
R$10.07
- expired during financial year
n/a
R$10.07
R$10.07
Fair price on grant date
n/a
R$ 2.79
R$ 2.79
Potential dilution if all options granted are
exercised
n/a
0.16%
0.16%
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Year ended December 31, 2012
BVMF 2011 Additional Options Program
Board of Directors
Executive Board
Total
No. of members
n/a
5
5
Option grants
Grant date
n/a
January 2, 2012
January 2, 2012
No. of options granted
n/a
1,337,170
1,337,170
Vesting date
n/a
668,585 - Jan. 02, 2015
668,585 - Jan. 02, 2017
Expiration date
n/a
January 2, 2019
January 2, 2019
Lock-up period
n/a
n/a
n/a
Weighted average exercise price of groups
below:
n/a
R$5.04
R$5.04
- options outstanding at start of
financial year
n/a
R$5.04
R$5.04
- lost during financial year
n/a
R$5.04
R$5.04
- exercised during financial year
n/a
R$5.04
R$5.04
- expired during financial year
n/a
R$5.04
R$5.04
Fair price on grant date
n/a
R$ 4.19
R$ 4.19
Potential dilution if all options granted are
exercised
n/a
0.07%
0.07%
Year ended December 31, 2011
BVMF 2010 Stock Option Program
Board of Directors
Executive Board
Total
No. of members
n/a
6
6
Option grants
Grant date
n/a
Jan. 3, 2011
Jan. 3, 2011
No. of options granted
n/a
3,420,000
3,420,000
Vesting date
n/a
855,000 - Jan. 3, 2011
855,000 - Jan. 3, 2012
855,000 - Jan. 3, 2013
855,000 - Jan. 3, 2014
Expiration date
n/a
Jan. 3, 2018
Jan. 3, 2018
Lock-up period
n/a
n/a
n/a
Weighted average exercise price of groups
below:
n/a
R$ 12.91
R$ 12.91
- options outstanding at start of
financial year
n/a
R$ 12.91
R$ 12.91
- lost during financial year
n/a
R$ 12.91
R$ 12.91
- exercised during financial year
n/a
R$ 12.91
R$ 12.91
- expired during financial year
n/a
R$ 12.91
R$ 12.91
Fair price on grant date
n/a
R$ 4.50
R$ 4.50
Potential dilution if all options granted are
exercised
n/a
0.17%
0.17%
Year ended December 31, 2010
BVMF 2009 Stock Option Program
Board of Directors
Executive Board
Total
No. of members
n/a
0
0
Option grants
Grant date
n/a
n/a
n/a
No. of options granted
n/a
n/a
n/a
Vesting date
n/a
n/a
n/a
Expiration date
n/a
n/a
n/a
Lock-up period
n/a
n/a
n/a
Weighted average exercise price of groups
below:
n/a
n/a
n/a
- options outstanding at start of
financial year
n/a
n/a
n/a
- lost during financial year
n/a
n/a
n/a
- exercised during financial year
n/a
n/a
n/a
- expired during financial year
n/a
n/a
n/a
Fair price on grant date
n/a
n/a
n/a
Potential dilution if all options granted are
exercised
n/a
n/a
n/a
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67
Under the Option Plan, on December 19, 2008, was given a lot of options with an exercise price of R$
5.174 per share, corresponding to the average closing price of the 20 trading days preceding the grant
date, subject to deadlines grace period (vesting) for its exercise. Were granted 1,540,000 options to
purchase shares to directors, equally divided into four vesting dates (vesting) over four years ("Program
Options BVMF 2008".) On December 31, 2012, all options granted to administrators under the program
Options BVMF 2008 had reached the vesting periods (vesting).
Under the Option Plan and the Option Program BVMF 2009, on March 01
st
, 2009, was granted 2.490.000
options to the Executives, with an exercise price of R$ 6.60 per share. After this date, there were no new
grants or changes in the conditions of vesting under this Program. On December 31, 2012, all options
granted to the directors of the Program Options BVMF 2009 had reached the vesting periods (vesting).
Under the Option Plan and the Option Program BVMF 2010, on January 03, 2011, was granted 3.420.000
options to the Executives, with an exercise price of R$ 12.91 per share. After this date, there were no new
grants or changes in the conditions of vesting under this Program. On December 31, 2012, there were
1,185,000 options of the directors who had not yet reached the vesting periods (vesting).
Under the Option Plan and the Option Program BVMF 2011, on January 02, 2012, was granted 3,250,000
options to the Executives, with an exercise price of R$ 10.07 per share. After this date, there were no new
grants or changes in the conditions of vesting under this Program. On December 31, 2012, there were
3,250,000 options of the directors who had not yet reached the vesting periods (vesting).
Under the Option Plan and the Additional Option Program BVMF 2012, on January 02, 2012, was granted
1,337,170 options to the Executives, with an exercise price of R$ 5.04 per share. After this date, there
were no new grants or changes in the conditions of vesting under this Program. On December 31, 2012,
there were 1,337,170 options of the directors who had not yet reached the vesting periods (vesting).
We emphasize that in relation to long-term compensation (stock option grants pursuant to the Option
Plan) as the Board of Directors, awards under the Stock Option Plan of the current fiscal year will always
occur at the beginning of the next fiscal year. Thus, the granting of options for the fiscal year of 2012
occurred only in January 2013, with effects on the fiscal year 2013.
BVMF 2012 Stock Option Program and BVMF 2012 Additional Stock Option Grants Program
.
On January 2,
2013, pursuant to a decision of our board of directors, we completed two rounds of option grant awards,
one within the scope of the "BVMF 2012 Stock Option Program", the other within the scope of the "BVMF
2012 Additional Options Program". Accordingly, within the scope of the former program we awarded
3,300,000 in the "BVMF 2012 Stock Option Program" and the estimate of 999.485 stocks in the "BVMF
2012 Additional Options Program", considering that the participation of the Executive occurs at a price of
R$ 13.70 per share, representing 0.17% and 0,05% of the shares of stock issued and outstanding,
respectively.. In either case, the exercise price was set according to the rules provided in our stock options
plan.
Year ending December 31, 2013 ­ Projections for Stock-Based Compensation
BVMF 2012 Stock Option Program
Board of Directors
Executive Board
Total
No. of members
n/a
5
5
Option grants
Grant date
n/a
Jan. 2, 2013
Jan. 2, 2013
No. of options granted
n/a
3,300,000
3,300,000
Vesting date
n/a
825,500 - Jan. 2, 2014
825,500 - Jan. 2, 2015
825,500 - Jan. 2, 2016
825,500 - Jan. 2, 2017
Expiration date
n/a
Jan. 2, 2021
Jan. 2, 2021
Lock-up period
n/a
n/a
n/a
Weighted average exercise price of groups
below:
n/a
R$10. 78
R$10. 78
- options outstanding at start of year
n/a
R$10. 78
R$10. 78
- lost over the year
n/a
R$10. 78
R$10. 78
- exercised over the year
n/a
R$10. 78
R$10. 78
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68
Year ending December 31, 2013 ­ Projections for Stock-Based Compensation
BVMF 2012 Stock Option Program
Board of Directors
Executive Board
Total
- expired over the year
n/a
R$10. 78
R$10. 78
Fair price at grant date
n/a
R$5.55
R$5.55
Potential dilution if all options granted are
exercised
n/a
0.17%
0.17%
Year ending December 31, 2013 ­ Projections for Stock-Based Compensation
BVMF 2012 Additional Options Program
Board of Directors
Executive Board
Total
No. of members
n/a
5
5
Option grants
Grant date
n/a
Jan. 2, 2013
Jan. 2, 2013
No. of options granted
n/a
999.485
999.485
Vesting date
n/a
499.743 - Jan. 2, 16
499.742 - Jan. 2, 18
Expiration date
n/a
Jan. 2. 2020
Jan. 2. 2020
Lock-up period
n/a
n/a
n/a
Weighted average exercise price of groups
below:
n/a
R$6.74
R$6.74
- options outstanding at start of year
n/a
R$6.74
R$6.74
- lost over the year
n/a
R$6.74
R$6.74
- exercised over the year
n/a
R$6.74
R$6.74
- expired over the year
n/a
R$ 6.74
R$6.74
Fair price at grant date
n/a
R$6.98
R$6.98
Potential dilution if all options granted are
exercised
n/a
0.05%
0.05%
We plan to propose to shareholders convening at the April 15, 2013, combined annual and extraordinary
meeting, a change to our stock option plan which would establish a mechanism to apply specifically to
stock option awards for our directors (see subsection 13.4(a) and 13.4(h) above). If approved, stock
option awards for the directors would take place only in January 2014, with effects on our results for the
year ending December 31, 2014.
13.7 Outstanding stock options held by directors and executive officers at the year-end
The tables below set forth information on stock options outstanding at December 31, 2012, as stated
based on the number of members per governance or management body that actually received variable
compensation.
We should note that, pursuant to a decision of our board of directors, long-term compensation (stock
options) for the officers and executives in any particular year materializes in the form of stock option
grants at the start of the next year. Thus, stock options to reward the 2012 performance were granted
in January 2013, with effects on our results for 2013.
Year ended December 31, 2012
BVMF2011 Stock Option Program
Board of Directors
Executive Board
Total
No. of members
n/a
5
5
Unvested options
Quantity
n/a
3,250,000
3,250,000
Vesting date
n/a
812,500 - Jan. 3, 2013
812,500 - Jan. 3, 2014
812,500 - Jan. 3, 2015
812,500 - Jan. 3, 2016
n/a
Expiration date
n/a
Jan. 3, 2020
Jan. 3, 2020
Lock-up period
n/a
n/a
n/a
Weighted average exercise price
n/a
R$10.07
R$10.07
Fair price at year-end
R$10.07
R$10.07
Vested options
Quantity
n/a
0
0
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69
Year ended December 31, 2012
BVMF2011 Stock Option Program
Board of Directors
Executive Board
Total
Expiration date
n/a
n/a
n/a
Lock-up period
n/a
n/a
n/a
Weighted average exercise price
n/a
n/a
n/a
Fair price at year-end
n/a
n/a
n/a
Aggregate fair price (all options) at year-
end
n/a
n/a
n/a
Year ended December 31, 2012
BVMF2011 Additional Options Program
Board of Directors
Executive Board
Total
No. of members
n/a
5
5
Unvested options
Quantity
n/a
1,337,170
1,337,170
Vesting date
n/a
668,585 - Jan. 2, 2015
668,585 - Jan. 2, 2017
n/a
Expiration date
n/a
Jan. 2, 2019
Jan. 2, 2019
Lock-up period
n/a
n/a
n/a
Weighted average exercise price
n/a
R$5.04
R$5.04
Fair price at year-end
R$5.04
R$5.04
Vested options
Quantity
n/a
0
0
Expiration date
n/a
n/a
n/a
Lock-up period
n/a
n/a
n/a
Weighted average exercise price
n/a
n/a
n/a
Fair price at year-end
n/a
n/a
n/a
Aggregate fair price (all options) at year-
end
n/a
n/a
n/a
Year ended December 31, 2012
BVMF2010 Option Program
Board of Directors
Executive Board
Total
No. of members
n/a
5.67
5.67
Unvested options
Quantity
n/a
1,185,000
1,185,000
Vesting date
n/a
592,500 - Jan. 3, 2013
592,500 - Jan. 3, 2014
n/a
Expiration date
n/a
Jan. 3, 2018
Jan. 3, 2018
Lock-up period
n/a
n/a
n/a
Weighted average exercise price
n/a
R$ 12.91
R$ 12.91
Fair price at year-end
R$ 4.50
R$ 4.50
Vested options
Quantity
n/a
592,500
592,500
Expiration date
n/a
Jan. 3, 2018
Jan. 3, 2018
Lock-up period
n/a
n/a
n/a
Weighted average exercise price
n/a
R$ 12.91
R$ 12.91
Fair price at year-end
n/a
R$ 4.50
R$ 4.50
Aggregate fair price (all options) at year-
end
n/a
R$ 4.50
R$ 4.50
As a result of our merger with BM&F S.A., our company succeeded the mergee (BM&F S.A.) as grantor of
19,226,388 stock options (7,859,384 of which had been granted to former executives of BM&F S.A., the
mergee), such that the options grantees were now entitled to buy an equal number of shares issued by us
(in lieu of shares of the mergee) at the exercise price of R$1.00 per share. As of December 31, 2011,
there remained no unvested options, while 337,500 vested options were still outstanding.
BVMF 2008 Stock Option Program
. On December 19, 2008, our company granted 1,540,000 stock options
with exercise price set at R$5.174 per share (the average closing price in the 20 trading sessions prior to
the grant date). The options would vest on a four-year staggered vesting schedule. As of December 31,
2012, all stock options in this program had vested, and there remained 70,000 vested options still
outstanding.
BVMF 2009 Stock Option Program
. On March 1, 2009, our company granted 2,490,000 stock options with
exercise price set at R$6.60 per share (the average closing price in the 20 trading sessions prior to the
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70
grant date). The options would vest on a four-year staggered vesting schedule. As of December 31, 2012,
all stock options in this program had vested, and there remained 475,000 vested options still outstanding.
13.8 Options exercised by, and shares delivered to directors and executive officers by way of
stock-based compensation in the years ended December 31, 2012, 2011 and 2010.
The tables below set forth information on options exercised by, and shares delivered to executive officers
by way of stock-based compensation in the years ended December 31, 2012, December 31, 2011, and
December 31, 2010, taking into account the number of governance body members that actually exercised
options and received shares.
As a result of the merger which combined into BM&FBOVESPA the two formerly independent exchanges,
Bovespa and BM&F, our company succeeded BM&F as grantor of 19,226,388 stock options (7,859,384 of
which granted to former executives of BM&F), such that the options grantees were now entitled to buy an
equal number of shares issued by us (in lieu of shares of the merge, BM&F) at the exercise price of
R$1.00 per share. In the year ended December 31, 2012, 337,500 options had been exercised at a
weighted average price of R$1.00. The difference between exercise price and market price of shares thus
acquired yielded gains amounting to aggregate R$3,615,536.25.
Year ended December 31, 2011
Board of Directors
Executive Board
Total
No. of members
n/a
5
5
Options exercised
No. of shares
n/a
170,000
170,000
Weighted average exercise price
n/a
R$6.01
R$6.01
Aggregate of difference between exercise
price and
market price of shares for which options were
exercised
n/a
R$1,011,584.50
R$1,011,584.50
Shares delivered
n/a
0
0
No. of shares
n/a
0
0
Weighted average exercise price
n/a
0
0
Aggregate of difference between exercise
price and
market price of shares for which options were
exercised
n/a
0
0
Year ended December 31, 2011
Board of Directors
Executive Board
Total
No. of members
n/a
5.67
5.67
Options exercised
No. of shares
n/a
497,500
497,500
Weighted average exercise price
n/a
R$ 6.40
R$ 6.40
Aggregate of difference between exercise price
and
market price of shares for which options were
exercised
n/a
R$ 2,934,395.00
R$ 2,934,395.00
Shares delivered
n/a
0
0
No. of shares
n/a
0
0
Weighted average exercise price
n/a
0
0
Aggregate of difference between exercise price
and
market price of shares for which options were
exercised
n/a
0
0
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71
Year ended December 31, 2010
Board of Directors
Executive Board
Total
No. of members
n/a
6
6
Options exercised
No. of shares
n/a
547,500
547,500
Weighted average exercise price
n/a
R$ 6.05
R$ 6.05
Aggregate of difference between exercise price
and
market price of shares for which options were
exercised
n/a
R$ 3,581,148.80
R$ 3,581,148.80
Shares delivered
n/a
0
0
No. of shares
n/a
0
0
Weighted average exercise price
n/a
0
0
Aggregate of difference between exercise price
and
market price of shares for which options were
exercised
n/a
0
0
13.9 Summary of information required to understand data disclosed in subsections 13.6 to
13.8 above, including explanation of methodology for pricing options and shares
a.
Pricing model
Taking into account the factors described under (b) and (c) below, the fair price of granted stock options
was determined using the binomial tree option pricing model developed by Hull. This model produces
results equivalent to those of the Black-Scholes model for simple European options with the advantage of
capturing the effects of early exercise and dividend payments associated with the options concerned.
b.
Data and assumptions used by the pricing model, including weighted average share
price, exercise price, expected volatility, option life, expected dividends and risk-free
interest rate
The main assumptions used in pricing the options were as follows:
The option pricing took into account the market parameters as of each grant date under the
relevant Program;
The estimate of risk-free interest rates was based on rates provided by interest-rate futures
contracts whose maturity correlate with each option duration;
Share prices were adjusted to account for the effect of dividend payments;
Expected volatility was determined as explained in (d) below;
The last exercise date (expiration) determined the option life.
Other classic assumptions associated with option pricing models also taken into account include the
absence of arbitrage opportunities and constant volatility over time.
The table below summarizes the main data and assumptions:
Data & Assumptions
2012 Stock Option Program
Grant date
Jan. 2, 2013
Share price (in R$)
14.11
Exercise price (in R$)
10.07
Expected volatility (year)
29.18%
Option life (last exercise date)
Jan. 2, 2021
Expected dividends (payouts)
80.00%
Risk-free interest rate (p.a., 252 trading days)
9.21%
Data & Assumptions
2012 Additional Options Program
Grant date
Jan. 2, 2013
Share price (in R$)
14.11
Exercise price (in R$)
6.74
Expected volatility (year)
29.18%
Option life (last exercise date)
Jan. 2, 2020
Expected dividend (payouts)
80.00%
Risk-free interest rate (p.a., 252 trading days)
9.21%
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72
Data & Assumptions
2011 Stock Option Program
Grant date
Jan. 2, 2012
Share price (in R$)
9.80
Exercise price (in R$)
10.07
Expected volatility (year)
29.99%
Option life (last exercise date)
Jan. 2, 2020
Expected dividends (payouts)
80.00%
Risk-free interest rate (p.a., 252 trading days)
11.07%
Data & Assumptions
2011 Additional Options Program
Grant date
Jan. 2, 2012
Share price (in R$)
9.80
Exercise price (in R$)
5.04
Expected volatility (year)
29.99%
Option life (last exercise date)
Jan. 2, 2019
Expected dividend (payouts)
80.00%
Risk-free interest rate (p.a., 252 trading days)
11.05%
Data & Assumptions
2010 Stock Option Program
Grant date
Jan. 3, 2011
Share price (in R$)
13.40
Exercise price (in R$)
12.91
Expected volatility (year)
25.00%
Option life (last exercise date)
Jan. 3, 2018
Expected dividend (payouts)
80%
Risk-free interest rate (p.a., 252 trading days)
11.78%
Data & Assumptions
2009 Stock Option Program
Grant date
Mar. 2, 2009
Share price (in R$)
5.80
Exercise price (in R$)
6.60
Expected volatility (year)
67.57%
Option life (last exercise date)
Dec. 30, 2016
Expected dividend (payouts)
50%
Risk-free interest rate (p.a., 252 trading days)
13.47%
c.
Method and assumptions adopted in capturing the expected effects of early exercise
The stock options granted under our plan resemble European-style options (, i.e., early exercise not
allowed) through to the vesting date, and thereafter through to expiration have the features of American-
style options (i.e., early exercise allowed). Options with these characteristics are known as Bermudan or
Mid-Atlantic options. They should by construction be priced between European and American options with
equivalent characteristics. As for dividend payments, two effects on option pricing should be taken into
account: (i) a fall in the share price after ex-dividend dates; and (ii) the influence of dividend payments on
an early-exercise decision.
Taking into account the above factors, we used the binomial model to determine the fair price of these
stock options. This model produces results equivalent to the Black-Scholes pricing model for simple
European options, with the advantage of simultaneously capturing the effects of early exercise and
dividend payments associated with the options proper.
The main assumptions we used in pricing these options were as follows:
a)
Option pricing took into account the market parameters as of each grant date under the
relevant Program;
b)
The estimate of risk-free interest rates was based on rates provided by interest-rate futures
contracts whose maturity correlate with each option duration;
c)
The farthest, last exercise date (expiration) determined the option life.
Other classic assumptions associated with option pricing models also taken into consideration include the
absence of arbitrage opportunities and constant volatility over time.
d.
Method for determining expected volatility
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73
Because of the relative illiquidity of the stock options at the time they were granted under the relevant
programs, their implied volatility was not immaterial and could not be used to estimate volatility.
Moreover, our stock exchange listing was relatively recent at the time the stocks options were granted,
historical volatility also failed to provide sufficient information on volatility of the market price of our
shares, particularly considering the relatively long life of these options. As a result, for an estimate of
implied volatility we used the market price of stocks of peer international stock exchanges with sufficient
liquidity to ensure quality data on which to base our estimate.
e.
Other characteristics of the options taken into account in measuring fair value
The discussion above covers the principal features and considerations related to the stock options granted
under our plan.
13.10 Existing pension plans for directors and executive officers.
Board of
Directors
Executive Board
Total
No. of members
n/a
5
5
Name of plan
Mercaprev
No. of executives eligible for retirement
n/a
1
1
No. of executives eligible for early retirement
n/a
n/a
n/a
Present value of contributions paid into pension plan at the
close of most recent full year, discounting direct
contributions from executives
n/a
4,445,052.77
4,445,052.77
Total cumulative value of contributions paid into pension
plan over most recent full year, discounting direct
contributions from executives
n/a
399,054.64
399,054.64
Conditions of early redemption (if any)
n/a
Yes.
Employee portion
only
-
13.11 Average compensation paid to directors, executive officers and fiscal council
members
We should note that, pursuant to a decision of our board of directors, long-term (stock-based) compensation
attributable to officers and executives in any particular year materializes in the form of stock option grants at
the start of the next year. Thus, stock options to reward the 2012 performance were granted on January 2,
2013, with effects on results for year 2012. Likewise, stock options to reward the 2011 performance were
granted on January 2, 2012, with effects on results for year 2012, whereas 2010 performance was rewarded
with option grants on January 3, 2011, with effects on results for year 2011.
2012 compensation of executive officers
. For purposes of the information set forth in the table below, we
should note the executive officers were all in office throughout the year, from January to December, such
that compensation paid to them over the full 12-month period was recognized in the statement of income
for the year ended December 31, 2012.
2012 compensation of directors
. We should further note that one of our directors was not earning
compensation in 2012, such that information on lowest-highest individual compensation paid to directors
in 2012 takes into account the just ten of the eleven directors that were actively in office throughout the
year, from January to December. The reported figures include all compensation we recognized in the
income statement for the year ended December 31, 2012.
Year ended December 31, 2012
Board of Directors
Executive Board
Fiscal Council
(
*
)
No. of members
11
5
n/a
Highest individual compensation (in R$)
1,211,162.20
11,089,578.38
n/a
Lowest individual compensation (in R$)
224,400.00
3,635,723.78
n/a
Average individual compensation (in R$)
383,817.24
5,684,382.31
n/a
(
*
)
As discussed in item 13.1 above, our fiscal council is not active at this time. We take the view that the
functions of a fiscal council are adequately fulfilled by the Audit Committee, which has been established with
responsibilities (prescribed under article 47 of the bylaws) that overlap with those legally assigned to a fiscal
council under Brazilian Corporate Law. The company's Audit Committee has five independent members, four of
whom are external members and one an independent director. The Audit Committee members were appointed
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74
for a two-year term. All of them meet the requirements of CVM Ruling 308/99, as amended. Taking into account
the compensation paid to the four external committee members that received compensation over the full 12 -
month period, from January to December, the highest compensation recognized for 2012 totaled R$ 280,002.81;
the lowest R$240,876.42. The average compensation was R$249,441.37
2011 compensation of executive officers
. For purposes of the information set forth in the table below, we
should note that the organizational restructuring process implemented in September 2011 affected our
board of executive officers in the following ways: (i) three executive officers resigned; and (ii) two new
executive officers were later appointed. Thus, information on lowest individual compensation paid to
executive officers in 2011 takes into account the three executive officers that were in office for the full 12
months of the year. Additionally, for information on highest yearly compensation paid to executive officers
in 2011 the reported figures include compensation we recognized in the income statement for the year
ended December 31, 2011. The executive officer that earned the highest compensation worked
throughout the year, from January to December.
2011 compensation of directors
. We should further note that one of our directors was not earning
compensation in 2011. Moreover, because our current board of directors was elected at the annual
meeting held in April 2011, with some members having been reelected, information on lowest individual
compensation paid to directors in 2011 takes into account the nine directors that were actively in office
throughout the year, from January to December. Additionally, for information on highest yearly
compensation paid to directors, the reported figures include all compensation we recognized in the income
statement for the year. The director that earned the highest compensation was in office throughout the
year, from January to December. The average annual compensation paid to our directors in 2011
amounted to R$412,275.39.
Year ended December 31, 2011
Board of Directors
Executive Board
Fiscal Council
(
*
)
No. of members
10.75
5.67
n/a
Highest individual compensation (in R$)
1,509,368.77
10,805,969.27
n/a
Lowest individual compensation (in R$)
219,300.00
4,003,528.08
n/a
Average individual compensation (in R$)
373,924.19
5,270,111.64
n/a
(
*
)
As discussed in item 13.1 above, our fiscal council is not active at this time. We take the view that the
functions of a fiscal council are adequately fulfilled by the Audit Committee, which has been established with
responsibilities (prescribed under article 47 of the bylaws) that overlap with those legally assigned to a fiscal
council under Brazilian Corporate Law. The company's Audit Committee has five independent members, four of
whom are external members and one an independent director. The Audit Committee members were appointed
for a two-year term. All of them meet the requirements of CVM Ruling 308/99, as amended. Taking into account
the compensation paid to the four external committee members that received compensation over the full 12 -
month period, from January to December, the highest compensation recognized for 2011 totaled R$287,136.99;
the lowest R$228,792.15. The average compensation was R$243,378.36.
2010 compensation of executive officers
. We should note that because the departure of two executive
officers (in April and June 2010) was promptly followed by the appointment of two new executive officers
(in April and June 2010, respectively), for purposes of the information on lowest yearly compensation set
forth in the table below, we considered that in each case an officer was actively working for the full 12
months of the year. Additionally, for information on highest compensation paid to executive officers in
2011 the reported figures include all compensation we recognized in the income statement for the year
ended December 31, 2010. The executive officer that earned the highest compensation worked
throughout the year, from January to December.
2010 compensation of directors.
We should further note that one of our directors was not earning
compensation in 2010. The average compensation paid to our directors in 2010 amounted to
R$383,573.49.
Year ended December 31, 2010
Board of Directors
Executive Board
Fiscal Council
(
*
)
No. of members
11.00
6.00
n/a
Highest individual compensation (in R$)
1,403,705.84
4,208,247.98
n/a
Lowest individual compensation (in R$)
204,000.00
1,769,140.17
n/a
Average individual compensation (in R$)
348,703.17
2,480,091.13
n/a
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75
(
*
)
As discussed in item 13.1 above, our fiscal council is not active at this time. We take the view that the
functions of a fiscal council are adequately fulfilled by the Audit Committee, which has been established with
responsibilities (prescribed under article 47 of the bylaws) that overlap with those legally assigned to a fiscal
council under Brazilian Corporate Law. The company's Audit Committee has five independent members, four
of whom are external members and one an independent director. The Audit Committee members were
appointed for a two-year term. All of them meet the requirements of CVM Ruling 308/99, as amended. Taking
into account the compensation paid to the four external committee members that received compensation over
the full 12-month period, from January to December, the highest compensation recognized for 2010 tot aled
R$241,352.46; the lowest was R$190,194.02. The average compensation was R$203,735.27.
13.12 Contractual arrangements, insurance policies and any other instruments that are a
structural part of retirement or termination compensation schemes payable to
directors and executive officers in the event of dismissal or retirement, and financial
consequences for the company.
The company adopts no policy or arrangements or schemes contemplating retirement or termination
compensation for directors and executive officers in case of dismissal or retirement, except in the latter
case for benefits contemplated in our existing pension plan (as discussed in subsection 13.10 above). It is
worth noting that the Directors & Officers (D&O) liability insurance policy taken out by us provides no
coverage related to dismissal or retirement; rather, it merely gives directors and officers and other senior
managers financial protection against claims arising from day-to-day decisions so they can perform their
duties with serenity, whereas for us this policy gives a competitive benefit designed to foster the retention
of qualified professionals.
13.13 Percentage of total compensation per governance body recognized in the income
statement regarding directors, executive officers and fiscal council members deemed
a `related party' of direct or indirect controlling shareholders (as defined in the
relevant accounting rules).
Given that we have a widespread ownership structure and no controlling shareholders, there has never
been compensation paid to any director, executive officer or fiscal council member deemed to be a related
party of any direct or indirect controlling shareholder and, therefore, none has been recognized in any
income statement.
13.14 Amounts recognized in the statement of income as compensation paid to directors,
executive officers and fiscal council members (grouped by governance body) for
reasons other than their position in the company, such as commissions and fees for
consulting or advisory services.
No amounts are recognized in the income statement as compensation for directors and executive officers
on any account and for any reason other than their serving in the position they hold in our company.
13.15 Amounts recognized in the income statements of direct or indirect controlling
shareholders, of companies under common control and the company's subsidiaries,
which are attributable to compensation paid to members of the company's board of
directors, executive board and fiscal council, as grouped by governance body, and
reasons for such recognition.
Given that ownership is widely dispersed and we have no controlling shareholders, the above premise is
not applicable with regard to controlling shareholders or companies under common control. Additionally,
no recognitions were made in the income statements of any subsidiary or affiliate in terms of
compensation paid to our directors and executive officers.
13.16 Additional reportable information
Other than information provided in the discussion above, there is no additional reportable information at
this time related to compensation paid to directors and officers.
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ATTACHMENT V
Proposed Changes to the Stock Options Plan
BM&FBOVESPA S.A ­ BOLSA DE VALORES, MERCADORIAS E FUTUROS
CNPJ/MF No 09.346.601/0001-25
NIRE 35.300.351.452
STOCK OPTION PLAN
approved by the BM&FBOVESPA Special Shareholders´ Meeting held on May 8,
2008, as amended at the Special Shareholders´ Meeting held on April 18, 2011
and
at the Annual and Special Shareholders´ Meetings held on [April] [15] 2013
2

1. Purpose of the Stock Option Plan

1.1. The purpose of the Stock Option Plan of BM&FBOVESPA S.A. ­ Bolsa de
Valores, Mercadorias e Futuros
("Company" or "BM&FBOVESPA") implemented
pursuant to Article 168, Paragraph 3 of Law No. 6.404/76 ("Plan"), is to grant the
officers, employees, and service providers of the Company and its direct or indirect
subsidiaries (included under the concept of Company for the purposes of this Plan) the
opportunity to become shareholders of the Company, therefore achieving a greater
alignment of their interests with those of shareholders, sharing the risks of the capital
market while allowing the Company and its subsidiaries to attract and maintain officers
and employees.

1.2.
Officers
Managers
,
employees and service providers
of the Company and those of
its subsidiaries are qualified to participate in the Plan ("Beneficiaries"),
in due
compliance with that provided for in item 13 of this Plan.

2. Stocks included in the Plan

2.1. The options will represent, under item
15.2
of this Plan, the maximum of 2.5% of
the total shares in the capital stock of the Company on the date on which the options are
granted.

2.2. Once the option has been exercised by the Beneficiary, the corresponding shares
will be issued by means of an increase in the Company´s capital. Options on treasury
stock may be offered
pursuant to the Brazilian Securities and Exchange Commission
("CVM") rules.

2.3. Pursuant to Article 171, Paragraph 3 of Law No. 6.404/76, shareholders will have
no
right of first refusal
preference
regarding the granting or the exercise of stock options
arising from the Plan.

3. Plan Management
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3.1. The Plan will be managed directly by the Board of Directors or, at the discretion of
such Board, by the Company´s Compensation Committee ("Committee").

3.2. The Board of Directors or the Committee, as the case may be, will have full
powers, according to the Plan and, in the case of the Committee, according to the
guidelines set forth by the Board of Directors, to organize and manage the Plan and the
granting of options.

3.2.1. Notwithstanding the provisions in the caption hereof, no decision taken by the
Board of Directors or the Committee may, other than any adjustments permitted by the
Plan (i) increase the total amount of shares that may be allotted through the exercise of
granted options, (ii) change or adversely affect any rights or obligations under any stock
option plan agreement, unless upon consent of the Beneficiary, (iii) change any rules
related to option-granting to Board of Directors, as defined in item 13 below.

3.3. The Board of Directors or the Committee may, at any time and always in
compliance with the provisions of item 3.2.1, (i) amend or terminate the Plan, (ii) set, as
proposed by the CEO, performance goals for employees and
officers
of the Company
and its subsidiaries so as to establish objective criteria for selecting the Beneficiaries or
determining the number of options to be granted, (iii) extend, but never accelerate the
final deadline for the exercise of the options in force;
and
(iv) pursuant to the provisions
of item 11.2 of this Plan, accelerate the vesting period for the exercise of effective
options, and (v) establish the regulations applicable to cases not covered herein.

3.4. In exercising its jurisdiction, the Board of Directors or the Committee, as the case
may be, will be subject only to the limits established by law and by the Plan, it being
clear that they may treat officers and employees under similar circumstances differently,
and they are not required by any rule of equality or analogy to extend to all officers and
employees the conditions that apply to only one or some of them.

3.5. The deliberations of the Board of Directors or the Committee, as the case may be,
will be binding on the Company and the Beneficiaries in respect of all matters related to
the Plan.

4.
4.
Option Terms and Conditions

4.1. The Board of Directors or the Committee, as the case may be, will periodically
create Stock Option Programs ("Programs"), which will define: (i) the Beneficiaries;
(ii) the total amount of Company shares covered by the options granted; (iii) the
division of the options granted into lots, if applicable; (iv) the exercise price, pursuant to
the provisions in item 5 below; (v) the vesting period and the deadline for exercising the
option; (vi) any possible constraints on the transfer of shares received upon the exercise
of the option; and (vii) any provisions on penalties.

4.1.1. Furthermore, each Program may establish, at the discretion of the Board of
Directors or the Committee, after having heard the Chief Executive Officer´s opinion, a
percentage of increase in the base number of options granted to each Beneficiary, based
on the achievement of global and/or individual goals, in due compliance with the total
number of options to be granted under the respective Program.
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4.1.2 The provisions in item 13 below must be strictly complied with in case of option
granting to members of the Board of Directors.

4.2. The Board of Directors or the Committee, as the case may be, may grant, under
each Program and in due compliance with the provisions set forth in this Plan, options
with different conditions to certain Beneficiaries ("Additional Options "). The granting
or exercise of Additional Options must necessarily be subject to: (i) the acquisition by
the Beneficiary of shares issued by the Company, through his/her own resources and
according to the percentages, terms and conditions defined in each Program ("Own
Shares"), and (ii) a period of constraint on the sale of Own Shares ("lockup period"), as
defined under item 7.2 below, should be observed.
4.2.
4.3. Upon the launching of each Program, the Board of Directors or the Committee,
as the case may be, will establish the terms and conditions for each option according to
a Stock Purchase Agreement ("Agreement") to be entered into by and between the
Company and each Beneficiary. Such Agreement must define at least the following
conditions:

a) the amount of shares that the Beneficiary will be entitled to acquire or subscribe
through the exercise of the option and the price per share, pursuant to the Program;

b) the percentage of increase in the base number of options granted to the Beneficiary
and the criteria for establishing it, pursuant to item 4.1.1 above, and the management
assessment period to define it;

c) the initial vesting period during which the option may not be exercised and the
deadlines for the total or partial exercise of the option and during which the rights
arising
therefrom
therefore
will expire;

d) possible rules imposing restrictions on the transfer of shares received through the
exercise of the option, as well as Own Shares, and provisions on penalties for non-
compliance with such restrictions; and

e) any other terms and conditions that are not compliant with the Plan or the respective
Program.

4.4. The shares resulting from the exercise of options as set forth in the Plan, in the
respective Programs and in the Agreement, will be assured the right to receive
dividends from subscription or acquisition, as case may be.

4.5. No shares will be delivered to the Beneficiary as a result of the exercise of the
option unless all legal and regulatory requirements have been fully complied with.

4.6. No provision in the Plan, in any Program, or in the Agreement will confer rights on
any Beneficiary with regard to the maintenance of his/her position as an executive or
employee of the Company, and will not interfere in any way whatsoever with the
Company´s rights to terminate, at any time, the term in office or the employment
agreement of an employee.
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4.7. Stock purchase options granted under the Plan, as well as their exercise by
Beneficiaries, have no relation with and are not binding on their fixed compensation or
any possible profit-sharing plans.

4.8. The Beneficiary will not be entitled to any rights or privileges of a Company
shareholder, other than those referred to in the Plan as regards the options that are the
object of the Agreement. The Beneficiary will only have rights and privileges inherent
to the status of a shareholder upon subscription or acquisition of shares resulting from
the exercise of options.

5. Exercise Price

5.1. Should the Company decide to use treasury stock to satisfy the exercise of the
options (for the purposes of this Plan the aforementioned subscription and purchase are
referred to jointly as "acquisition"), the issue price, or purchase price, of the shares to be
acquired by the Beneficiaries as a result of the option exercise will be determined by
the Board of Directors or by the Committee, as the case may be, and will be equivalent
to the average value of shares traded during the past twenty (20) trading sessions on the
BM&F
BOVESPA
, prior to the date of the option grant ("Exercise Price").

5.1.1. The Board of Directors, or the Committee, as the case may be, may determine,
upon the launching of each Program that a discount of up to twenty percent (20%) on
the Exercise Price over the basic value defined in item 5.1 above be awarded to the
Beneficiaries. Granting a discount for a specific Program will not make the award of
such discount, or the same percentage discount, mandatory for subsequent Programs.

5.1.2. The discount applied to the Exercise Price of Additional Options may be higher
than that mentioned in item 5.1.1 above, and is set at the discretion of the Board of
Directors or the Committee, as the case may be, provided that the conditions of
purchase of Own Shares and restriction on the transfer of such shares are complied with,
pursuant to items 4.2 and 7.2 of this Plan.

5.2. The Exercise Price will be paid by the Beneficiaries as established by the Board of
Directors or by the Committee for each Program.

5.3. In the event a capital increase takes place, through public or private subscription in
cash, the options already granted and whose vesting period, where applicable, has
otherwise expired, may be exercised during the preemptive right period, where
applicable, and the public offering period, at the Exercise Price or at the subscription
price of such new shares, whichever is lower.

6. Option Exercise

6.1. The option may be exercised in whole or in part during the term and within the
deadlines as set forth in the respective Agreement.

6.2. The Beneficiary who wishes to exercise his/her option to purchase shares will
notify the Company in writing of his/her intention to do so and indicate the amount of
shares he/she wishes to acquire pursuant to the notification form to be released by the
Board of Directors or the Committee, as the case may be.
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6.2.1. It is incumbent on the Company
management, as from receipt of the notice
referred to in item 6.2 above
, to take all the measures necessary to formalize the
acquisition of the shares underlying the exercise of the related option.

6.3. If the option is partially exercised, the option holder may exercise the remaining
rights under the Agreement according to the terms and conditions set forth therein,
except in the cases provided for in this Plan.

6.3.1. The portion of the option that is not exercised according to the stipulated terms
and conditions will be deemed automatically terminated, without any compensation.

6.4. The Beneficiaries will be subject to the rules imposing restrictions on the use of
inside information applicable to listed companies in general, as well as to those
established by the Company.

6.4.1. The Board of Directors or the Committee, as the case may be, may order
suspension of the right to exercise the options, whenever situations occur which,
pursuant to the law or regulation in effect, restrict or prevent the trading of shares by the
Beneficiaries.

7. Constraints on the Transfer of Shares

7.1. Unless otherwise decided by the Board of Directors or the Committee, as the case
may be, the Beneficiary may sell, transfer or, otherwise, dispose of the Company´s
shares acquired under the Plan, as well as those that may be acquired through bonuses,
splits, subscriptions or any other type of acquisition that does not require the
disbursement of additional own resources by the Beneficiary, or securities entitling
him/her to subscribe or acquire shares, only if such shares or securities have resulted in
the ownership of the Plan´s underlying shares for the Beneficiary (jointly, "Shares") and
the minimum non-availability period set forth by the Board of Directors or the
Committee, for each Program, for each lot of Shares, of no longer than two (2) years has
been complied with, as from the option granting date.

7.1.1. Notwithstanding the provisions under item 7.1, the Beneficiary may dispose of, at
any time, the amount of Shares required for the payment of all or part of the minimal
realization portion (if such type of payment in installments is admitted) of the Exercise
Price of the exercised options.

7.1.2. Should payment of the Exercise Price in installments be accepted, while it has not
been paid in full, the shares acquired through the exercise of options under the Plan may
not be sold to third parties, unless upon prior consent of the Board of Directors or the
Committee, in which case the proceeds will be used primarily to settle the Beneficiarys
debt with the Company.

7.2. The Beneficiary may sell, transfer or otherwise dispose of Own Shares, as well as
those that may be acquired by him/her through bonuses, splits or any other type of
acquisition that does not require the disbursement of additional own resources by the
Beneficiary, or securities entitling him/her to subscribe or acquire shares, only if such
shares or securities have resulted in the ownership of Own Shares for the Beneficiary,
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81
and the minimum non-availability period set forth by the Board of Directors or the
Committee for each Program has been is complied with, such period to be coincident
and proportional to the exercise of Additional Options, so that the disposal of Own
Shares may only occur proportionally and if the Shares resulting from the exercise of
Additional Options have been acquired.

7.2.1. Unless otherwise decided by the Board of Directors or the Committee, as the case
may be, should the Beneficiary dispose of Own Shares, in any way, while the period
referred to in item 7.2 has not expired, all Options not yet exercised will be forfeited,
with no right to compensation whatsoever, whether or not they are free to be exercised.

7.3. Furthermore, the Beneficiary also agrees not to encumber the Shares that have not
yet been fully paid in, as well as those Shares or Own Shares that are subject to the non-
availability period, and not to create any liens thereon that may prevent the performance
of the provisions in this Plan.

7.4. The Company will register the transfer of Shares under the Plan when it occurs, and
such shares will remain unavailable for the period set forth in the Program.

8. Removal, Resignation or Termination of Services Agreement for Cause

8.1. In the event that officer is removed from office for breach of his/her duties and
obligations, or in the case of officer resignation or further termination of Beneficiary´s
services agreement for cause, as provided for in the Brazilian Civil or Labor Law, all
unexercised options will be forfeitured with no compensation whatsoever, whether or
not their vesting periods have expired.

8.2. The restriction periods imposed on the sale of Shares and Own Shares mentioned in
item 7.1 and 7.2, respectively, if applicable, will remain in full force and effect.

9. Resignation, Removal, Voluntary Retirement, Dismissal without Cause, or
Termination of Services Agreement

9.1. Unless otherwise decided by the Board of Directors or the Committee, as the case
may be, or by their determination or the Chief Executive Officer´s, in the event the
relationship of the Beneficiary with the Company is terminated due to removal of
officer from office or dismissal without cause, or resignation or voluntary retirement of
the Beneficiary or termination or cancellation of his/her services agreement not covered
by the provision under item 8.1., the following provisions will be complied with:

(a) options whose vesting periods have not yet expired will be forfeited without
compensation;

(b) options whose vesting periods have already expired may be exercised within ninety
(90) days as from the event that caused the end of the relationship with the Company or
up to expiry of the time limit for exercising the option, should a period of less than
ninety (90) days remain;

(c) the restriction period for disposal of the Shares and Own Shares mentioned in items
7.1 and 7.2, if applicable, will remain in effect.
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10. Retirement, Death or Permanent Disability

10.1. Should the Beneficiary die or become permanently disabled to carry on his/her
functions in the Company, as officer or employee, the rights arising from the options,
including Additional Options, may be exercised by his/her heirs and successors,
whether or not the initial vesting periods have expired, for a period of one (1) year as
from the date of death or permanent disability, after which the options will be deemed
terminated, without compensation.

10.2. The options may be exercised, in whole or in part, against payment in cash, and
the rights to the shares will be shared out by the heirs or successors as determined by a
last will or the respective inventory.

10.3. In the cases provided under item 10.1, the following shares will be free and clear
of all encumbrances at any time: (i) Shares that may be subscribed to by the disabled
Beneficiary, and his/her heirs or successors; and (ii) Own Shares owned by the disabled
or deceased Beneficiary.

10.4. The provisions under items 10.1 and 10.3 of this section will also apply in case of
retirement of the Beneficiary, provided that the Beneficiary undertakes not to provide
services, during at least one hundred and twenty (120) days, either with an employment
relationship or not, to companies and institutions, which even indirectly operate in
similar markets as those of the Company..

11. Adjustments

11.1. If the number of shares in the Company is increased or reduced on account of
stock bonuses, splits or reverse splits, the number of shares for which the options have
been granted and not exercised will be properly adjusted. Any adjustments to such
options will be undertaken with no change to the total purchase price applicable to the
unexercised portion of the option, but with the corresponding adjustment of the Exercise
Price.

11.1.1. Pursuant to the conditions set forth in item 11.1 above, adjustments will be made
by the Board of Directors or the Committee, as the case may be, and such decision will
final and binding. No share fractions will be sold or issued based on any such
adjustments.

11.2. In case of dissolution, transformation, take-over, merger, spinoff or reorganization
of the Company, in which the Company is not the surviving entity, or should it be the
surviving entity, no longer has its shares traded in stock exchanges, the options under
the Programs in effect, at the discretion of the Board of Directors or the Committee, as
the case may be, may be transferred to the successor company or accelerated vesting
may be provided so that such options can be exercised by the Beneficiary. At the end of
said period of time, the Plan will terminate and any option not exercised will be
forfeited without compensation.

11.3. The Beneficiaries will be informed, with reasonable notice, of the occurrence of
any of the events described in item 11.2, so that they may, at their sole discretion and in
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83
compliance with the time limit set forth by the Board of Directors or the Committee, as
the case may be, exercise their options.

12. Plan Effectiveness

12.1. The Plan will become effective upon its approval by the Company Annual
Meeting and may be terminated at any time, by decision of the Board of Directors,
without prejudice to (i) the prevalence of restrictions on the tradability of the shares; (ii)
the preemptive right hereby implemented; (iii) the provisions under item 3.2; and (iv)
the exercise of options still in effect and already granted, in which case the Board of
Directors will establish a maximum time period for the respective exercise.
13. Option-Granting to Board Members

13.1 Option-granting to members of the Board of Directors under this Plan must
comply with the general provisions set forth in this Plan and, particularly, with that
provided for in this item 13 ("Option-granting to Board")

13.1.1. The rules set forth in this item 13 will prevail in case of divergence with the
other rules of this Plan and the provisions set forth in this item 13 may not be amended
by the Board of Directors or the Committee, as a result of the exercise of the powers
contemplated in items 3.2 and 3.3.

13.2 The members of the Board of Directors will be entitled to be beneficiaries of the
option-granting to Board as of the date of the Annual Meeting that has elected them for
the office, or any other period that may be determined by such Meeting.

13.3 Beneficiaries who are members of the Board of Directors will be granted jointly,
on an annual basis, a total of 330,000 options that will be allotted linearly among the
members of the Board, according to a resolution by the Annual Meeting. The Executive
Board will take the necessary measures so that the option-granting and the execution of
the respective Agreements become effective.

13.3.1 Any Beneficiary who waives the receipt of the options object of the option-
granting to the Board must inform his/her decision in writing and necessarily prior to
the execution of the pertinent Agreement. In this case, the waived options will be
distributed linearly among the other members of the Board of Directors.

13.4. The Exercise Price of the options granted to the Board of Directors must be
calculated according to item 5.1 above. The discount provided for in item 5.1.1 above
may not be given to any options granted to the Board, unless expressly approved by the
Annual Meeting.

13.4.1 The Exercise Price of the options granted to the Board of Directors must be paid
in cash upon the exercise.

13.5 Options to the Board will be granted in a sole lot, on the same dates on which the
Program for the granting of options for the other Beneficiaries of this Plan is approved.
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13.6 Options granted to the Board may be exercised by the Beneficiary after 2 years as
from termination of his/her term in office as a member of the Board in which the
respective options were granted, except in the cases set forth in item 13.8 below.

13.7 Options granted to the Board must be exercised not later than 5 years as from the
end of the vesting period provided for in item 13.6 above, under penalty of forfeiture
with no compensation.

13.8 In case of removal from office, resignation, end of term in office with no reelection
or end of term in office as a result of Beneficiary death or permanent disability, the rules
provided for in the sub-items of this item 13.8 herein will be applied to the detriment of
the provisions set forth in items 8, 9 and 10 of this Plan.

13.8.1 Removal from office for breach of his/her duties and obligations under the
commercial law or any reason equivalent to removal for cause according to the labor
law: all unexercised options will be forfeited immediately and with no compensation
whatsoever, whether or not the respective vesting periods have lapsed, as set forth in
item 13.6 above.

13.8.2 Resignation: In the case of resignation of Beneficiaries who are members of the
Board of Directors, all options not exercised by the date of the resignation could be
exercised by this Beneficiary, except for the options granted in the year of the term that
the resignation occurs, observing deadlines, as set forth in paragraphs 13.6 and 13.7
above. The term counting mentioned in item 13.6 above must be made as if the
beneficiary had not resigned, so the option could only be exercised after 2 years from
the date on which occurred the end of the mandate, if the beneficiary had not resigned.

13.8.3 End of Term in Office with no Reelection: all unexercised options may be
exercised by the Beneficiary, in due compliance with the respective term, as set forth in
items 13.6 and 13.7 above.

13.8.4 End of Term in Office due to death or permanent disability: all options granted
and not exercised may be exercised by the Beneficiary or by his/her heirs and
successors, as the case may be, whether or not the respective vesting periods have
expired, as set forth in item 13.6 above, for a period of 1 year as from the date of death
or permanent disability, after which the options will terminate, with no right to
compensation. The options may be exercised, in whole or in part, against payment in
cash, and the rights to the shares will be shared out by the heirs or successors as
determined by a last will or the respective inventory.

14. Complementary Obligations

14.1. Adhesion. The execution of the Agreement will imply express acceptance of all
the terms of the Plan and Program by the Beneficiary, with which he/she is fully and
wholly bound to comply.

14.2. Specific Performance. The obligations set forth in the Plan, in the Program and in
the Agreement are irrevocably accepted, valid as a judicially enforceable instrument
under the Brazilian procedural law, and are binding on the parties to the Agreement and
their successors and at any time. The parties hereto further agree that such obligations
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85
will be subject to specific performance as set forth in Article 466-A and 466-C et. all
of the Civil Procedural Code.

14.3. Assignment. The rights and obligations arising from the Plan and the Agreement
may not be assigned or transferred, in whole or in part, by any of the parties, neither
may they be given as guarantee for obligations unless upon prior written consent of the
other party.

14.4. Novation. It is specifically agreed that should any of the parties refrain from
exercising any right, power, resource or option assured thereto by Law, the Plan or the
Agreement, this will not be construed as a novation, nor any waiver of late compliance
with any obligation by any of the parties will prevent the other party from exercising
such rights, powers, resources and options at its sole discretion and at any time, which
are cumulative and not exclusionary vis-à-vis those covered by Brazilian Law.

14.5. Annotation. The wording of the Agreement is valid as a Shareholders Agreement
and will be annotated to the margin of the Company´s records for all purposes set forth
in Article 118 of Law No. 6,404/76.

14.6. Jurisdiction. Disputes arising out of the Plan will be submitted to the courts of the
City of São Paulo, whose exclusive jurisdiction the Parties hereby accept.
14.7. Omitted Cases. Omitted cases will be governed by the Board of Directors and the
Annual Meeting is to be consulted, as deemed appropriate. Any option granted under
the Plan will be subject to all terms and conditions herein set forth, which will prevail
in case of discrepancy regarding the provisions of any agreement or document
mentioned in this instrument.

15. Acceptance of the BM&F Plan

15.1. A combination of the Company and Bolsa de Mercadorias e & Futuros - BM&F
S.A.("BM&F") was carried out and this Plan accepts the Stock Option Plan approved by
the BM&F Special Meeting held on September 20, 2007 ("BM&F Plan"), as well as the
decisions taken by the BM&F Board of Directors on how to implement the BM&F Plan
and the acts of the BM&F Chief Executive Officer, which allow the granting and
issuance of up to 19,226,391 common shares whose terms and conditions are hereby
ratified, all pursuant to stock option agreements entered into with the respective
Beneficiaries ("Agreements") registered at the Company's head office.

15.2. Notwithstanding any other clarification from the Board of Directors or the
Committee, it is hereby approved, pursuant to the aforementioned Agreements, the
issuance of shares restricted to 19,226,391common shares of the Company, representing
0.9421016223% of the Companys capital stock and not part of the limit set forth in
item 2.1.

15.3. As they result from the BM&F Plan, the conditions set forth in the Agreements are
hereby ratified, notwithstanding the fact that they might not comply with the terms and
conditions of the new options to be granted under this Plan, except that the provisions of
the BM&F Plan and of the Agreements that refer to the powers applicable after the
grant or exercise of options to the BM&F Board of Directors and Chief Executive
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Officer, will be the responsibility of the Board of Directors and Chief Executive Officer
of the Company, respectively, under the same original terms of the BM&F Plan.

15.4 The Beneficiaries of the BM&F Plan and of Agreements will be informed of the
acceptance of the BM&F Plan and Agreements, as provided for in this Plan.
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ATTACHMENT VI
(according to Annex 13 of CVM Instruction No 481 of December 17, 2009)
There is no related party, as defined by the accounting rules on the matter, who is particularly
interested in the approval of the amendment of the Stock Option Plan.

It is important to note that the proposed amendments to the Plan are those indicated in the
management proposal and that will be emphasized here. The other characteristics of the Plan
remain in accordance with that previously disclosed and the object of the Plan remains
unchanged.
1. Cópia do Plano Proposto
1. Purpose of the Stock Option Plan

1.1. The purpose of the Stock Option Plan of BM&FBOVESPA S.A. ­ Bolsa de
Valores, Mercadorias e Futuros
("Company" or "BM&FBOVESPA") implemented
pursuant to Article 168, Paragraph 3 of Law No. 6.404/76 ("Plan"), is to grant the
officers, employees, and service providers of the Company and its direct or indirect
subsidiaries (included under the concept of Company for the purposes of this Plan) the
opportunity to become shareholders of the Company, therefore achieving a greater
alignment of their interests with those of shareholders, sharing the risks of the capital
market while allowing the Company and its subsidiaries to attract and maintain officers
and employees.

1.2. Managers, employees and service providers of the Company and those of its
subsidiaries are qualified to participate in the Plan ("Beneficiaries"), in due compliance
with that provided for in item 13 of this Plan.

2. Stocks included in the Plan

2.1. The options will represent, under item 15.2 of this Plan, the maximum of 2.5% of
the total shares in the capital stock of the Company on the date on which the options are
granted.

2.2. Once the option has been exercised by the Beneficiary, the corresponding shares
will be issued by means of an increase in the Company´s capital. Options on treasury
stock may be offered pursuant to the Brazilian Securities and Exchange Commission
("CVM") rules.

2.3. Pursuant to Article 171, Paragraph 3 of Law No. 6.404/76, shareholders will have
no preference regarding the granting or the exercise of stock options arising from the
Plan.

3. Plan Management

3.1. The Plan will be managed directly by the Board of Directors or, at the discretion of
such Board, by the Company´s Compensation Committee ("Committee").
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3.2. The Board of Directors or the Committee, as the case may be, will have full
powers, according to the Plan and, in the case of the Committee, according to the
guidelines set forth by the Board of Directors, to organize and manage the Plan and the
granting of options.

3.2.1. Notwithstanding the provisions in the caption hereof, no decision taken by the
Board of Directors or the Committee may, other than any adjustments permitted by the
Plan (i) increase the total amount of shares that may be allotted through the exercise of
granted options, (ii) change or adversely affect any rights or obligations under any stock
option plan agreement, unless upon consent of the Beneficiary, (iii) change any rules
related to option-granting to Board of Directors, as defined in item 13 below.

3.3. The Board of Directors or the Committee may, at any time and always in
compliance with the provisions of item 3.2.1, (i) amend or terminate the Plan, (ii) set, as
proposed by the CEO, performance goals for employees and officers of the Company
and its subsidiaries so as to establish objective criteria for selecting the Beneficiaries or
determining the number of options to be granted, (iii) extend, but never accelerate the
final deadline for the exercise of the options in force; (iv) pursuant to the provisions of
item 11.2 of this Plan, accelerate the vesting period for the exercise of effective options,
and (v) establish the regulations applicable to cases not covered herein.

3.4. In exercising its jurisdiction, the Board of Directors or the Committee, as the case
may be, will be subject only to the limits established by law and by the Plan, it being
clear that they may treat officers and employees under similar circumstances differently,
and they are not required by any rule of equality or analogy to extend to all officers and
employees the conditions that apply to only one or some of them.

3.5. The deliberations of the Board of Directors or the Committee, as the case may be,
will be binding on the Company and the Beneficiaries in respect of all matters related to
the Plan.

4. Option Terms and Conditions

4.1. The Board of Directors or the Committee, as the case may be, will periodically
create Stock Option Programs ("Programs"), which will define: (i) the Beneficiaries;
(ii) the total amount of Company shares covered by the options granted; (iii) the
division of the options granted into lots, if applicable; (iv) the exercise price, pursuant to
the provisions in item 5 below; (v) the vesting period and the deadline for exercising the
option; (vi) any possible constraints on the transfer of shares received upon the exercise
of the option; and (vii) any provisions on penalties.

4.1.1. Furthermore, each Program may establish, at the discretion of the Board of
Directors or the Committee, after having heard the Chief Executive Officer´s opinion, a
percentage of increase in the base number of options granted to each Beneficiary, based
on the achievement of global and/or individual goals, in due compliance with the total
number of options to be granted under the respective Program.

4.1.2 The provisions in item 13 below must be strictly complied with in case of option
granting to members of the Board of Directors.
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4.2. The Board of Directors or the Committee, as the case may be, may grant, under
each Program and in due compliance with the provisions set forth in this Plan, options
with different conditions to certain Beneficiaries ("Additional Options "). The granting
or exercise of Additional Options must necessarily be subject to: (i) the acquisition by
the Beneficiary of shares issued by the Company, through his/her own resources and
according to the percentages, terms and conditions defined in each Program ("Own
Shares"), and (ii) a period of constraint on the sale of Own Shares ("lockup period"), as
defined under item 7.2 below, should be observed.

4.3. Upon the launching of each Program, the Board of Directors or the Committee, as
the case may be, will establish the terms and conditions for each option according to a
Stock Purchase Agreement ("Agreement") to be entered into by and between the
Company and each Beneficiary. Such Agreement must define at least the following
conditions:

a) the amount of shares that the Beneficiary will be entitled to acquire or subscribe
through the exercise of the option and the price per share, pursuant to the Program;

b) the percentage of increase in the base number of options granted to the Beneficiary
and the criteria for establishing it, pursuant to item 4.1.1 above, and the management
assessment period to define it;

c) the initial vesting period during which the option may not be exercised and the
deadlines for the total or partial exercise of the option and during which the rights
arising therefore will expire;

d) possible rules imposing restrictions on the transfer of shares received through the
exercise of the option, as well as Own Shares, and provisions on penalties for non-
compliance with such restrictions; and

e) any other terms and conditions that are not compliant with the Plan or the respective
Program.

4.4. The shares resulting from the exercise of options as set forth in the Plan, in the
respective Programs and in the Agreement, will be assured the right to receive
dividends from subscription or acquisition, as case may be.

4.5. No shares will be delivered to the Beneficiary as a result of the exercise of the
option unless all legal and regulatory requirements have been fully complied with.

4.6. No provision in the Plan, in any Program, or in the Agreement will confer rights on
any Beneficiary with regard to the maintenance of his/her position as an executive or
employee of the Company, and will not interfere in any way whatsoever with the
Company´s rights to terminate, at any time, the term in office or the employment
agreement of an employee.

4.7. Stock purchase options granted under the Plan, as well as their exercise by
Beneficiaries, have no relation with and are not binding on their fixed compensation or
any possible profit-sharing plans.
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4.8. The Beneficiary will not be entitled to any rights or privileges of a Company
shareholder, other than those referred to in the Plan as regards the options that are the
object of the Agreement. The Beneficiary will only have rights and privileges inherent
to the status of a shareholder upon subscription or acquisition of shares resulting from
the exercise of options.

5. Exercise Price

5.1. Should the Company decide to use treasury stock to satisfy the exercise of the
options (for the purposes of this Plan the aforementioned subscription and purchase are
referred to jointly as "acquisition"), the issue price, or purchase price, of the shares to be
acquired by the Beneficiaries as a result of the option exercise will be determined by
the Board of Directors or by the Committee, as the case may be, and will be equivalent
to the average value of shares traded during the past twenty (20) trading sessions on the
BM&FBOVESPA, prior to the date of the option grant ("Exercise Price").

5.1.1. The Board of Directors, or the Committee, as the case may be, may determine,
upon the launching of each Program that a discount of up to twenty percent (20%) on
the Exercise Price over the basic value defined in item 5.1 above be awarded to the
Beneficiaries. Granting a discount for a specific Program will not make the award of
such discount, or the same percentage discount, mandatory for subsequent Programs.

5.1.2. The discount applied to the Exercise Price of Additional Options may be higher
than that mentioned in item 5.1.1 above, and is set at the discretion of the Board of
Directors or the Committee, as the case may be, provided that the conditions of
purchase of Own Shares and restriction on the transfer of such shares are complied with,
pursuant to items 4.2 and 7.2 of this Plan.

5.2. The Exercise Price will be paid by the Beneficiaries as established by the Board of
Directors or by the Committee for each Program.

5.3. In the event a capital increase takes place, through public or private subscription in
cash, the options already granted and whose vesting period, where applicable, has
otherwise expired, may be exercised during the preemptive right period, where
applicable, and the public offering period, at the Exercise Price or at the subscription
price of such new shares, whichever is lower.

6. Option Exercise

6.1. The option may be exercised in whole or in part during the term and within the
deadlines as set forth in the respective Agreement.

6.2. The Beneficiary who wishes to exercise his/her option to purchase shares will
notify the Company in writing of his/her intention to do so and indicate the amount of
shares he/she wishes to acquire pursuant to the notification form to be released by the
Board of Directors or the Committee, as the case may be.

6.2.1. It is incumbent on the Company management, as from receipt of the notice
referred to in item 6.2 above, to take all the measures necessary to formalize the
acquisition of the shares underlying the exercise of the related option.
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6.3. If the option is partially exercised, the option holder may exercise the remaining
rights under the Agreement according to the terms and conditions set forth therein,
except in the cases provided for in this Plan.

6.3.1. The portion of the option that is not exercised according to the stipulated terms
and conditions will be deemed automatically terminated, without any compensation.

6.4. The Beneficiaries will be subject to the rules imposing restrictions on the use of
inside information applicable to listed companies in general, as well as to those
established by the Company.

6.4.1. The Board of Directors or the Committee, as the case may be, may order
suspension of the right to exercise the options, whenever situations occur which,
pursuant to the law or regulation in effect, restrict or prevent the trading of shares by the
Beneficiaries.

7. Constraints on the Transfer of Shares

7.1. Unless otherwise decided by the Board of Directors or the Committee, as the case
may be, the Beneficiary may sell, transfer or, otherwise, dispose of the Company´s
shares acquired under the Plan, as well as those that may be acquired through bonuses,
splits, subscriptions or any other type of acquisition that does not require the
disbursement of additional own resources by the Beneficiary, or securities entitling
him/her to subscribe or acquire shares, only if such shares or securities have resulted in
the ownership of the Plan´s underlying shares for the Beneficiary (jointly, "Shares") and
the minimum non-availability period set forth by the Board of Directors or the
Committee, for each Program, for each lot of Shares, of no longer than two (2) years has
been complied with, as from the option granting date.

7.1.1. Notwithstanding the provisions under item 7.1, the Beneficiary may dispose of, at
any time, the amount of Shares required for the payment of all or part of the minimal
realization portion (if such type of payment in installments is admitted) of the Exercise
Price of the exercised options.

7.1.2. Should payment of the Exercise Price in installments be accepted, while it has not
been paid in full, the shares acquired through the exercise of options under the Plan may
not be sold to third parties, unless upon prior consent of the Board of Directors or the
Committee, in which case the proceeds will be used primarily to settle the Beneficiarys
debt with the Company.

7.2. The Beneficiary may sell, transfer or otherwise dispose of Own Shares, as well as
those that may be acquired by him/her through bonuses, splits or any other type of
acquisition that does not require the disbursement of additional own resources by the
Beneficiary, or securities entitling him/her to subscribe or acquire shares, only if such
shares or securities have resulted in the ownership of Own Shares for the Beneficiary,
and the minimum non-availability period set forth by the Board of Directors or the
Committee for each Program has been is complied with, such period to be coincident
and proportional to the exercise of Additional Options, so that the disposal of Own
Shares may only occur proportionally and if the Shares resulting from the exercise of
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Additional Options have been acquired.

7.2.1. Unless otherwise decided by the Board of Directors or the Committee, as the case
may be, should the Beneficiary dispose of Own Shares, in any way, while the period
referred to in item 7.2 has not expired, all Options not yet exercised will be forfeited,
with no right to compensation whatsoever, whether or not they are free to be exercised.

7.3. Furthermore, the Beneficiary also agrees not to encumber the Shares that have not
yet been fully paid in, as well as those Shares or Own Shares that are subject to the non-
availability period, and not to create any liens thereon that may prevent the performance
of the provisions in this Plan.

7.4. The Company will register the transfer of Shares under the Plan when it occurs, and
such shares will remain unavailable for the period set forth in the Program.

8. Removal, Resignation or Termination of Services Agreement for Cause

8.1. In the event that officer is removed from office for breach of his/her duties and
obligations, or in the case of officer resignation or further termination of Beneficiary´s
services agreement for cause, as provided for in the Brazilian Civil or Labor Law, all
unexercised options will be forfeitured with no compensation whatsoever, whether or
not their vesting periods have expired.

8.2. The restriction periods imposed on the sale of Shares and Own Shares mentioned in
item 7.1 and 7.2, respectively, if applicable, will remain in full force and effect.

9. Resignation, Removal, Voluntary Retirement, Dismissal without Cause, or
Termination of Services Agreement

9.1. Unless otherwise decided by the Board of Directors or the Committee, as the case
may be, or by their determination or the Chief Executive Officer´s, in the event the
relationship of the Beneficiary with the Company is terminated due to removal of
officer from office or dismissal without cause, or resignation or voluntary retirement of
the Beneficiary or termination or cancellation of his/her services agreement not covered
by the provision under item 8.1., the following provisions will be complied with:

(a) options whose vesting periods have not yet expired will be forfeited without
compensation;

(b) options whose vesting periods have already expired may be exercised within ninety
(90) days as from the event that caused the end of the relationship with the Company or
up to expiry of the time limit for exercising the option, should a period of less than
ninety (90) days remain;

(c) the restriction period for disposal of the Shares and Own Shares mentioned in items
7.1 and 7.2, if applicable, will remain in effect.

10. Retirement, Death or Permanent Disability

10.1. Should the Beneficiary die or become permanently disabled to carry on his/her
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functions in the Company, as officer or employee, the rights arising from the options,
including Additional Options, may be exercised by his/her heirs and successors,
whether or not the initial vesting periods have expired, for a period of one (1) year as
from the date of death or permanent disability, after which the options will be deemed
terminated, without compensation.

10.2. The options may be exercised, in whole or in part, against payment in cash, and
the rights to the shares will be shared out by the heirs or successors as determined by a
last will or the respective inventory.

10.3. In the cases provided under item 10.1, the following shares will be free and clear
of all encumbrances at any time: (i) Shares that may be subscribed to by the disabled
Beneficiary, and his/her heirs or successors; and (ii) Own Shares owned by the disabled
or deceased Beneficiary.

10.4. The provisions under items 10.1 and 10.3 of this section will also apply in case of
retirement of the Beneficiary, provided that the Beneficiary undertakes not to provide
services, during at least one hundred and twenty (120) days, either with an employment
relationship or not, to companies and institutions, which even indirectly operate in
similar markets as those of the Company..

11. Adjustments

11.1. If the number of shares in the Company is increased or reduced on account of
stock bonuses, splits or reverse splits, the number of shares for which the options have
been granted and not exercised will be properly adjusted. Any adjustments to such
options will be undertaken with no change to the total purchase price applicable to the
unexercised portion of the option, but with the corresponding adjustment of the Exercise
Price.

11.1.1. Pursuant to the conditions set forth in item 11.1 above, adjustments will be made
by the Board of Directors or the Committee, as the case may be, and such decision will
final and binding. No share fractions will be sold or issued based on any such
adjustments.

11.2. In case of dissolution, transformation, take-over, merger, spinoff or reorganization
of the Company, in which the Company is not the surviving entity, or should it be the
surviving entity, no longer has its shares traded in stock exchanges, the options under
the Programs in effect, at the discretion of the Board of Directors or the Committee, as
the case may be, may be transferred to the successor company or accelerated vesting
may be provided so that such options can be exercised by the Beneficiary. At the end of
said period of time, the Plan will terminate and any option not exercised will be
forfeited without compensation.

11.3. The Beneficiaries will be informed, with reasonable notice, of the occurrence of
any of the events described in item 11.2, so that they may, at their sole discretion and in
compliance with the time limit set forth by the Board of Directors or the Committee, as
the case may be, exercise their options.

12. Plan Effectiveness
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12.1. The Plan will become effective upon its approval by the Company Annual
Meeting and may be terminated at any time, by decision of the Board of Directors,
without prejudice to (i) the prevalence of restrictions on the tradability of the shares; (ii)
the preemptive right hereby implemented; (iii) the provisions under item 3.2; and (iv)
the exercise of options still in effect and already granted, in which case the Board of
Directors will establish a maximum time period for the respective exercise.

13. Option-Granting to Board Members

13.1 Option-granting to members of the Board of Directors under this Plan must
comply with the general provisions set forth in this Plan and, particularly, with that
provided for in this item 13 ("Option-granting to Board")

13.1.1. The rules set forth in this item 13 will prevail in case of divergence with the
other rules of this Plan and the provisions set forth in this item 13 may not be amended
by the Board of Directors or the Committee, as a result of the exercise of the powers
contemplated in items 3.2 and 3.3.

13.2 The members of the Board of Directors will be entitled to be beneficiaries of the
option-granting to Board as of the date of the Annual Meeting that has elected them for
the office, or any other period that may be determined by such Meeting.

13.3 Beneficiaries who are members of the Board of Directors will be granted jointly,
on an annual basis, a total of 330,000 options that will be allotted linearly among the
members of the Board, according to a resolution by the Annual Meeting. The Executive
Board will take the necessary measures so that the option-granting and the execution of
the respective Agreements become effective.

13.3.1 Any Beneficiary who waives the receipt of the options object of the option-
granting to the Board must inform his/her decision in writing and necessarily prior to
the execution of the pertinent Agreement. In this case, the waived options will be
distributed linearly among the other members of the Board of Directors.

13.4. The Exercise Price of the options granted to the Board of Directors must be
calculated according to item 5.1 above. The discount provided for in item 5.1.1 above
may not be given to any options granted to the Board, unless expressly approved by the
Annual Meeting.

13.4.1 The Exercise Price of the options granted to the Board of Directors must be paid
in cash upon the exercise.

13.5 Options to the Board will be granted in a sole lot, on the same dates on which the
Program for the granting of options for the other Beneficiaries of this Plan is approved.

13.6 Options granted to the Board may be exercised by the Beneficiary after 2 years as
from termination of his/her term in office as a member of the Board in which the
respective options were granted, except in the cases set forth in item 13.8 below.

13.7 Options granted to the Board must be exercised not later than 5 years as from the
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end of the vesting period provided for in item 13.6 above, under penalty of forfeiture
with no compensation.

13.8 In case of removal from office, resignation, end of term in office with no reelection
or end of term in office as a result of Beneficiary death or permanent disability, the rules
provided for in the sub-items of this item 13.8 herein will be applied to the detriment of
the provisions set forth in items 8, 9 and 10 of this Plan.

13.8.1 Removal from office for breach of his/her duties and obligations under the
commercial law or any reason equivalent to removal for cause according to the labor
law: all unexercised options will be forfeited immediately and with no compensation
whatsoever, whether or not the respective vesting periods have lapsed, as set forth in
item 13.6 above.

13.8.2 Resignation: In the case of resignation of Beneficiaries who are members of the
Board of Directors, all options not exercised by the date of the resignation could be
exercised by this Beneficiary, except for the options granted in the year of the term that
the resignation occurs, observing deadlines, as set forth in paragraphs 13.6 and 13.7
above.
The term counting mentioned in item 13.6 above must be made as if the beneficiary had
not resigned, so the option could only be exercised after 2 years from the date on which
occurred the end of the mandate, if the beneficiary had not resigned.

13.8.3 End of Term in Office with no Reelection: all unexercised options may be
exercised by the Beneficiary, in due compliance with the respective term, as set forth in
items 13.6 and 13.7 above.

13.8.4 End of Term in Office due to death or permanent disability: all options granted
and not exercised may be exercised by the Beneficiary or by his/her heirs and
successors, as the case may be, whether or not the respective vesting periods have
expired, as set forth in item 13.6 above, for a period of 1 year as from the date of death
or permanent disability, after which the options will terminate, with no right to
compensation. The options may be exercised, in whole or in part, against payment in
cash, and the rights to the shares will be shared out by the heirs or successors as
determined by a last will or the respective inventory.

14. Complementary Obligations

14.1. Adhesion. The execution of the Agreement will imply express acceptance of all
the terms of the Plan and Program by the Beneficiary, with which he/she is fully and
wholly bound to comply.

14.2. Specific Performance. The obligations set forth in the Plan, in the Program and in
the Agreement are irrevocably accepted, valid as a judicially enforceable instrument
under the Brazilian procedural law, and are binding on the parties to the Agreement and
their successors and at any time. The parties hereto further agree that such obligations
will be subject to specific performance as set forth in Article 466-A and 466-C et. all
of the Civil Procedural Code.

14.3. Assignment. The rights and obligations arising from the Plan and the Agreement
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may not be assigned or transferred, in whole or in part, by any of the parties, neither
may they be given as guarantee for obligations unless upon prior written consent of the
other party.

14.4. Novation. It is specifically agreed that should any of the parties refrain from
exercising any right, power, resource or option assured thereto by Law, the Plan or the
Agreement, this will not be construed as a novation, nor any waiver of late compliance
with any obligation by any of the parties will prevent the other party from exercising
such rights, powers, resources and options at its sole discretion and at any time, which
are cumulative and not exclusionary vis-à-vis those covered by Brazilian Law.

14.5. Annotation. The wording of the Agreement is valid as a Shareholders Agreement
and will be annotated to the margin of the Company´s records for all purposes set forth
in Article 118 of Law No. 6,404/76.

14.6. Jurisdiction. Disputes arising out of the Plan will be submitted to the courts of the
City of São Paulo, whose exclusive jurisdiction the Parties hereby accept.
14.7. Omitted Cases. Omitted cases will be governed by the Board of Directors and the
Annual Meeting is to be consulted, as deemed appropriate. Any option granted under
the Plan will be subject to all terms and conditions herein set forth, which will prevail
in case of discrepancy regarding the provisions of any agreement or document
mentioned in this instrument.

15. Acceptance of the BM&F Plan

15.1. A combination of the Company and Bolsa de Mercadorias e & Futuros - BM&F
S.A.("BM&F") was carried out and this Plan accepts the Stock Option Plan approved by
the BM&F Special Meeting held on September 20, 2007 ("BM&F Plan"), as well as the
decisions taken by the BM&F Board of Directors on how to implement the BM&F Plan
and the acts of the BM&F Chief Executive Officer, which allow the granting and
issuance of up to 19,226,391 common shares whose terms and conditions are hereby
ratified, all pursuant to stock option agreements entered into with the respective
Beneficiaries ("Agreements") registered at the Company's head office.

15.2. Notwithstanding any other clarification from the Board of Directors or the
Committee, it is hereby approved, pursuant to the aforementioned Agreements, the
issuance of shares restricted to 19,226,391common shares of the Company, representing
0.9421016223% of the Companys capital stock and not part of the limit set forth in
item 2.1.

15.3. As they result from the BM&F Plan, the conditions set forth in the Agreements are
hereby ratified, notwithstanding the fact that they might not comply with the terms and
conditions of the new options to be granted under this Plan, except that the provisions of
the BM&F Plan and of the Agreements that refer to the powers applicable after the
grant or exercise of options to the BM&F Board of Directors and Chief Executive
Officer, will be the responsibility of the Board of Directors and Chief Executive Officer
of the Company, respectively, under the same original terms of the BM&F Plan.

15.4 The Beneficiaries of the BM&F Plan and of Agreements will be informed of the
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acceptance of the BM&F Plan and Agreements, as provided for in this Plan.
2. Main Characteristics of the Proposed Plan

a. Potential Beneficiaries

An amendment to the Plan is proposed so as to clarify that the Plan´s potential beneficiaries are
the officers, including members of the Board of Directors, employees and service providers of
the Company and its direct or indirect subsidiaries.

b. Maximum number of options to be granted

According to the Plan, the options granted shall not exceed the maximum amount of shares
representing up to two and a half percent (2.5%) of the stock capital of the Company on the
respective date of grant. Based on the amount of shares issued by the Company as of December
31, 2012 the total number of options covered by the Option Plan may be 49,500,000 stock
options. No change in the number of options to be granted is proposed at the moment.

c. Maximum amount of shares covered by the Plan

As explained in item "b" above, the Stock Option Plan provides that shares under the Plan must
not exceed 2.5% of the Companys capital stock as of the date of grant. Based on the amount of
shares issued by the Company on December 31, 2012 the total amount of shares covered by the
Option Plan may be 49,500,000 shares.

In addition to the maximum amount specified above, the Stock Option Plan provides that, due to
the merger of the BM&F S.A. and the Company on May 8, 2008, the stock option plan of that
company ("BM&F Plan") was assumed by the Company so that the Beneficiaries of the BM&F
Plan are entitled to exercise options on stocks issued by the Company. This involved the
acceptance by the Company of 19,226,391 options, equivalent to an equal amount of shares
issued by the Company. Of this total, 229,000 options remained outstanding on December 31,
2012. These shares are not included in the dilution limit contemplated by Company´s Stock
Option Plan.

d. Purchase conditions

The purchase conditions remain unchanged. The Board of Directors or the Committee, as the
case may be, will periodically approve Stock Option Programs (the "Programs"), which will
define: (i) the beneficiaries; (ii) the total amount of Company shares covered by the option
granted; (iii) the division of the option granted into lots, if applicable; (iv) the exercise price; (v)
the vesting period and time limit for exercising the option; (vi) any possible restrictions on the
transfer of shares received upon the exercise of the option; and (vii) provisions on penalties.
Each Program may establish, at the discretion of the Board of Directors or Committee, as the
case may be, after having heard the Chief Executive Officer´s opinion, a percentage of increase
in the base number of options granted to each Beneficiary, except as related to the beneficiaries
that are members of the Board of Directors, in which case such increase will be based on the
achievement of global and/or individual goals, in due compliance with the limits provided under
the Plan.

The Board of Directors or the Committee, as the case may be, may grant under each Program,
options with different conditions to certain Beneficiaries, i.e. "Additional Options". This grant
will be subject to the acquisition by the Beneficiary of shares issued by the Company ("Own
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Shares") through the use of own resources and in due compliance with the percentages defined
in each Program, and, further, subject to a period of constraint on the disposal of Own Shares
("lock-up period"). The Exercise Price of Additional Options, as described in item "e" below,
may incur discount percentages that are higher than the 20% provided for in the other stock
option, provided that the Beneficiary acquires Company shares (Own Shares) and the lock-up
period on Own Shares is implemented.

A specific mechanism for option-granting to members of the Board of Directors is proposed, as
follows:

(i) members of the Board of Directors are qualified to participate as of the data of the annual
meeting that has elected them to office, or any other period to be determined by such meeting;

(ii) members of the Board will be granted, jointly, on an annual basis, a total of 330,000 options
that will be allotted linearly among the members of the Board. The Executive Board will take
the necessary measures so that the option-granting and the execution of the respective
Agreements become effective;

(iii) the Exercise Price of the stock options granted to members of the Board of Directors will be
calculated according to the Plan, as describe below, and must be paid cash upon the exercise.

(iv) stock options will be granted to the Board of Directors in a sole lot, on the same dates as the
Programs for option-granting to the other Beneficiaries of the Plan are approved;

(v) stock options may be exercised after 2 years counted from the termination of each term in
office as member of the Board of Directors in which such options have been granted, except in
the specific cases set forth in the Plan; and

(vi) stock options may be exercised in up to 5 years counted from termination of the vesting
period set forth in item (v) above, under penalty of forfeiture with no compensation whatsoever.

e. Detailed criteria for setting the exercise price

The general rules governing the Companys Stock Option Plan for setting the Exercise Price
will be maintained and determine that the exercise price must equivalent to the average value of
the shares for the past twenty (20) trading sessions prior to the approval of the option grant, and
further, that of up to 20% on such price may be given. The discount provided for in this
paragraph may not be given to members of the Board of Directors, unless expressly approved
by the Company´s Annual Meeting.

The Plan also determines that, at the discretion of the Board of Directors or the Committee, the
discount on the Exercise Price of the Options may be set at a level higher than 20%, provided
that the conditions for the purchase of Own Shares and the restriction on their transfer are for a
specific period of time (the lock-up period mentioned in items "d").

f. Criteria for setting the exercise period

The current rules of the Plan for setting the option exercise period will remain unchanged; the
provision determining that the options may be exercised, in whole or in part, during such
periods and the periods set out in each Program and in the respective Stock Option Agreements
will be maintained, at the discretion of the Board of Directors or Committee, as the case may be.
It should be noted that these conditions will also apply to Additional Options and that in any
case, the setting of exercise periods must meet the same objectives as those of the Stock Option
Plan so that those periods can cover medium to long terms, while also focusing on the alignment
of interests and talent retention.
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However, in case the proposal of amendment is approved, the Stock Option Plan will determine
that the options granted to the Board of Directors must be exercised in up to 5 years as from the
date on which the Beneficiary is entitled to exercise the option (end of vesting period), under
penalty of options forfeiture with no compensation whatsoever.

g. Settlement

The current rules of the Stock Option Plan with regard to the settlement of options, which are
not subject to amendment, provide that the Beneficiaries of the Company Programs who wish to
exercise the options actually granted must notify the Company in writing, indicating the amount
of shares that they wish to acquire pursuant to the notification model to be released by the Board
of Directors or the Committee, as the case may be.

It should be noted that the portion of the option which has not been exercised within the
stipulated timeframe and conditions shall be deemed automatically terminated, without any
compensation. The option Exercise Price will be paid by Beneficiaries in the manner prescribed
by the Board of Directors or Committee as the case may be.

It should be noted, further, that if the proposal for amendment to the Stock Option Plan is
approved, in case that options are granted to members of the Board of Directors, then the
Exercise Price will be paid cash.

h. Events which, when verified, will cause the suspension, modification or termination of the
Plan

No change is being hereby proposed to current rules of the Stock Option Plan so as to cause its
termination at any time by the Board of Directors, without prejudice to the prevalence of
restrictions on the tradability of the shares, and without modifying the rights and obligations of
any existing agreement on the stock option in effect.

The Stock Option Plan provides that in case of dissolution, transformation, take-over, merger,
spinoff or reorganization of the Company, in which the Company is not the surviving entity, or
should it be the surviving entity, no longer has its shares traded in stock exchange, the options
granted by the Company, at the discretion of the Board of Directors or Committee, as the case
may be, may be transferred to the successor company or an accelerated vesting may be provided
so that such options can be exercised by the respective Beneficiaries. At the end of said period
of time, the Plan will terminate and any option not exercised will be forfeited without
compensation.



3. Justification of the Proposed Stock Option Plan

It is important to note, in this item, that the amendments hereby proposed do not change
the Plan´s characteristics or objectives, and this is the reason why this item 3 remains
unchanged vis-à-vis the plan that has already been submitted to shareholders on other
occasions.

a.
Main objectives of the Plan
The main objectives of the Plan remain unchanged as follows: (a) encourage the Companys
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expansion and success in fulfilling its corporate purpose and the interests of its shareholders,
thus aligning interests by enabling its executives and high level employees to acquire shares in
the Company, while encouraging their integration with the Company and its shareholders, and
(b) enable the Company to obtain and retain the services of its executives and high level
employees by offering them the opportunity to become shareholders.

b.
How the Plan contributes to achieving those objectives
The granting of options under the Stock Option Plan encourages Beneficiaries to become
shareholders. Thus, as they invest their own resources in the Company, participants will be
more encouraged to act consistently with the interests of shareholders and create value for the
Company. At the same time, option grants are structured so as to allow potential gains from the
sale of shares to be realized, if applicable, only in the long run, and should the participant
remain bound to the Company, thus acting to stimulate their permanence in order to achieve the
goal of retaining executives and senior employees of the Company.

The proposed amendments to the Stock Option Plan which are hereby submitted to Company´s
shareholders are intended to allow the Plan to continue achieving its objectives in the medium
and long term, and to work as a mechanism to attract and retain senior officers, employees and
service provider that add value to the Company.

c.
How the Plan fits into the Company's compensation policy
Most of the Company directors' compensation is variable, with special attention to long-term
incentives. The focus on long-term variable compensation is aimed at keeping up with the
market practices and offering attractive packages, while also looking more efficiently after the
Company's interests. The Plan aims at providing Beneficiaries with gains directly related to the
Company´s performance and appreciation of its shares in the long run. By exercising the
granted options the Beneficiaries become shareholders of the company and are therefore
encouraged to do their best efforts so that shares are appreciated and consequently obtaining
higher gains in the long run upon the sale of shares acquired under the Plan.

d.
How does the Plan align the interests of the beneficiaries and those of the Company in the
short, medium and long term
The Stock Option Plan, as per its current wording, provides mechanisms that allow the
alignment of interests of Beneficiaries in different timeframes. This should be done especially
through vesting periods during which stock options cannot be exercised, through deadlines for
the exercise of stock options and through the non-availability period of purchased shares. The
division of stock options into lots, with exercise over time, is an encouragement for employee
retention during such periods, allowing him/her to become a Company shareholder with
progressively greater involvement and with gains that are bound to increase the longer they
remain in the Company and work towards creating value and reaching optimal results. On the
other hand, restrictions on the transfer of shares allow for the alignment of interests for a longer
period of time, so that any gain can only be realized after such period.

4. Estimated expenses resulting from the Proposed Stock Option Plan.

The fair value of stock options granted under the Stock Option Plan is priced based on the
Binomial Model of Hull and as determinations of CPC 10 ­ Stock Option Based Payment. The
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relevant costs, incurred by the Company, are computed in accordance with the fair value of
stock options granted at the grant date. According to the new conditions of the Stock Option
Plan if the amendment is approved, the next option grant for fiscal 2013 will take place only in
January 2014, and therefore take effect on the fiscal year of 2014. In this sense, it is not possible
to estimate the fair value of stock options that may be granted in the near future and therefore
the expenditure incurred by the Company.

Nevertheless, it is important to note that the information related to directors' compensation
expenses for the fiscal year 2013 are shown in Appendix IV of this document, which refers to
the information required by Item 13 of Reference Form.



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