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FREE TRANSLATION
BM&FBOVESPA S.A. -
BOLSA DE VALORES, MERCADORIAS E FUTUROS
The Brazilian Securities, Commodities and Futures Exchange
Brazilian Federal Taxpayer CNPJ No.09.346.601/0001-25
State Registration NIRE No.35.300.351.452
MINUTES OF THE ORDINARY MEETING OF THE
BOARD OF DIRECTORS HELD ON MAY 9, 2013

1.
Date, Time and Place. Meeting held on May 9, 2013, at 1 p.m., in the registered office
of the Company, located in the City of São Paulo, State of São Paulo, at Praça Antonio Prado
48, 7
th
floor, Downtown.

2.
Attendance. Mr. Pedro Pullen Parente ­ Chairman of the Board; and Messrs. Alfredo
Antonio Lima de Menezes, Candido Botelho Bracher, Claudio Luiz da Silva Haddad, José de
Menezes Berenguer Neto, José Roberto Mendonça de Barros, Luiz Nelson Guedes de
Carvalho and Marcelo Fernandez Trindade. Such as permitted under paragraph 4 of article 26
of the Bylaws, Director Charles Peter Carey attended the meeting by video conference.
Justified absence of Directors André Santos Esteves and Luiz Fernando Figueiredo.

3.
Presiding Officers. Mr. Pedro Pullen Parente ­ Chairman; Mr. Henrique de Rezende
Vergara ­ Secretary.

4.
Resolutions taken by unanimous voting, without objection. These minutes in
summary form have been duly authorized.

4.1. For the record, effective from May 2, 2013, Mr. Marcelo Maziero resigned from his
office as Chief Products and Customers Officer.

4.2. The following persons were elected to serve on the Executive Management Board of the
Company for a two-year term.

a)
as Chief Executive Officer, Mr. EDEMIR PINTO, a Brazilian citizen, married,
economist, bearer of Identity Card RG No. 6.572.298, enrolled with the Individual Taxpayers'
Registry of the Ministry of Finance under CPF/MF No. 614.304.988-20, domiciled in the
Capital City of the State of São Paulo, at Praça Antonio Prado 48, 7
th
floor;

b) as Chief Operations, Clearing and Depositary Officer, Mr. CÍCERO AUGUSTO
VIEIRA NETO, a Brazilian citizen, married, economist, bearer of Identity Card RG No.
14.189.028-9, enrolled with the Individual Taxpayers' Registry of the Ministry of Finance
under CPF/MF No. 128.501.208-98, domiciled in the Capital City of the State of São Paulo, at
Praça Antonio Prado 48, 7
th
floor; and

c)
as Chief Information Technology and Security Officer, Mr. LUÍS OTÁVIO SALIBA
FURTADO, a Brazilian citizen, divorced, system analyst, bearer of Identity Card RG No.
06.623.296-8, enrolled with the Individual Taxpayers' Registry of the Ministry of Finance
under CPF/MF No. 926.046687-34, domiciled in the Capital City of the State of São Paulo, at
Praça Antonio Prado 48, 7
th
floor.
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4.3. The name of the Products and Customers Executive Office changes to Products and
Investor Relations Executive Office. To lead the department as Chief Products and Investor
Relations Officer, the directors elected Mr. EDUARDO REFINETTI GUARDIA, a Brazilian
citizen, married, economist, bearer of Identity Card RG No. 11.329.884-5, enrolled with the
Individual Taxpayers' Registry of the Ministry of Finance under CPF/MF No. 088.666.638-40,
domiciled in the Capital City of the State of São Paulo, at Praça Antonio Prado 48, 7
th
floor. He
currently holds a position as executive officer appointed to serve as Investor Relations Officer
pursuant to applicable regulations.

4.4. The name of the Financial, Corporate Affairs and Investor Relations Executive Office
changes to Financial and Corporate Affairs Executive Office. To lead the department as Chief
Financial and Corporate Affairs Officer, the directors elected Mr. DANIEL SONDER, a
Brazilian citizen, married, economist, bearer of Identity Card RG No. 24.448.000-x, enrolled
with the Individual Taxpayers' Registry of the Ministry of Finance under CPF/MF No.
283.092.178-03, domiciled in the Capital City of the State of São Paulo, at Praça Antonio
Prado 48, 7
th
floor.

4.5. Given the above decisions, the Executive Management Board is now composed of the
following members: Mr. EDEMIR PINTO serves as Chief Executive Officer; Mr. CÍCERO
AUGUSTO VIEIRA NETO serves as Chief Operations, Clearing and Depositary Officer; Mr.
DANIEL SONDER serves as Chief Financial and Corporate Affairs Officer; Mr. EDUARDO
REFINETTI GUARDIA serves as Chief Products and Investor Relations Officer; and Mr.
LUÍS OTÁVIO SALIBA FURTADO serves as Chief Information Technology and Security
Officer.

4.6. Based on article 56 of the Bylaws, the directors approved the distribution of interest on
shareholders' equity and dividends out of net income for the first quarter 2013 in the aggregate
amount of R$213,580,000.00, or aggregate estimated payment per share of R$0.110581330.
Net of withholding income tax levied at the rate of 15%, this should result in aggregate net
payment of R$0.106698190 per share, except for shareholders that are subject to a different tax
treatment or are exempt from this tax. Additionally, the following terms and conditions apply
to such distribution:
4.6.1. the amount of R$50,000,000.00 is declared by way of interest on shareholders'
equity for the first quarter 2013 pursuant to article 9 of Law No. 9,249/95 and it
represents the gross amount per share of R$0.025887560 and net payment per share of
R$0.022004420. Moreover, as permitted under applicable law, the amount thus
distributed will be imputed to, and calculated as part of the 2013 mandatory annual
dividend distribution;

4.6.2. the amount of R$163,580,000.00 is declared by way of dividends out of net
income for the first quarter 2013 and it represents the payment per share of
R$0.084693770;

4.6.3. per-share payout amounts are estimated and may change due to reissue of
treasury stock implemented for fulfillment of stock options exercised within the scope
of the Stock Option Plan of the Company or share repurchases possibly carried out
within the scope of the Share Buyback Plan adopted by the Company;
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4.6.4. interest on shareholders' equity and dividends now declared will be paid to
shareholders of record on June 7, 2013, based on the ownership structure as of the book
closure date of May 21, 2013; and
4.6.5. as a result, BM&FBOVESPA shares will trade `cum interest on shareholders'
equity' and `cum dividend' and up to and including May 21, 2013, whereas starting
from May 22, 2013, the shares will trade `ex-interest on shareholders' capital' and `ex-
dividend'.

5.
Closing. There being no other business to transact, these minutes were drawn up, and
subsequently read, found to conform, approved and signed by all directors in attendance. São
Paulo, May 9, 2013. Signatures: Messrs. Pedro Pullen Parente, Alfredo Antonio Lima de
Menezes, Candido Botelho Bracher, Charles Peter Carey, Claudio Luiz da Silva Haddad, José
de Menezes Berenguer Neto, José Roberto Mendonça de Barros, Luiz Nelson Guedes de
Carvalho and Marcelo Fernandez Trindade.
I certify that this is a true copy of the minutes drawn up in the proper register.


(sgd.)
Pedro Pullen Parente
Chairman