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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 AUGUST 8, 2013


1.
Date, Time and Place. Meeting held on August 8, 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; Messrs. Alfredo
Antonio Lima de Menezes, André Santos Esteves, Claudio Luiz da Silva Haddad, José de
Menezes Berenguer Neto, José Roberto Mendonça de Barros, Luiz Fernando Figueiredo,
Luiz Nelson Guedes de Carvalho and Marcelo Fernandez Trindade ­ Directors. 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 Director Candido Botelho
Bracher.

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

4. Resolutions taken by unanimous voting, without objection, based on supporting
documents filed in the registered office. These minutes in summary form have been
duly authorized
.

4.1. Based on article 56 of the Bylaws, the directors approved a payment of dividends out
of net income for the second quarter of 2013 in the amount of R$280,670,000.00, which
corresponds to estimated payment per share of R$0.14675056, under the following
conditions:
4.1.1. per-share payout is an estimated amount which 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 and share repurchases possibly
carried out within the scope of the Share Buyback Plan adopted by the Company;
4.1.2. the dividends now declared will be paid to shareholders of record on
September 30, 2013, based on the ownership structure as of the book closure date
of August 21, 2013; and
4.1.3.
as a result,
BMF&BOVESPA
shares will trade `cum dividend' up to and
including August 21, 2013, whereas starting from August 22, 2013, the shares will
trade `ex-dividend'.
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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, August 8, 2013. Signatures: Messrs. Pedro Pullen Parente, Alfredo Antonio
Lima de Menezes, André Santos Esteves, Charles Peter Carey, Claudio Luiz da Silva
Haddad, José de Menezes Berenguer Neto, José Roberto Mendonça de Barros, Luiz
Fernando Figueiredo, 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