1 public apr/2015 x investor relations department são paulo, sp

1PublicAPR/2015 X

Investor Relations Department

São Paulo, SP

2

Forward Looking Statements

This presentation may contain certain statements that express the management’s expectations, beliefs and assumptions about future events or results. Such statements are not historical fact, being based on currently available competitive, financial and economic data, and on current projections about the industries BM&FBOVESPA works in.The verbs “anticipate,” “believe,” “estimate,” “expect,” “forecast,” “plan,” “predict,” “project,” “target” and other similar verbs are intended to identify these forward-looking statements, which involve risks and uncertainties that could cause actual results to differ materially from those projected in this presentation and do not guarantee any future BM&FBOVESPA performance.

The factors that might affect performance include, but are not limited to: (i) market acceptance of BM&FBOVESPA services; (ii) volatility related to (a) the Brazilian economy and securities markets and (b) the highly-competitive industries BM&FBOVESPA operates in; (iii) changes in (a) domestic and foreign legislation and taxation and (b) government policies related to the financial and securities markets; (iv) increasing competition from new entrants to the Brazilian markets; (v) ability to keep up with rapid changes in technological environment, including the implementation of enhanced functionality demanded by BM&FBOVESPA customers; (vi) ability to maintain an ongoing process for introducing competitive new products and services, while maintaining the competitiveness of existing ones; (vii) ability to attract new customers in domestic and foreign jurisdictions; (viii) ability to expand the offer of BM&FBOVESPA products in foreign jurisdictions.All forward-looking statements in this presentation are based on information and data available as of the date they were made, and BM&FBOVESPA undertakes no obligation to update them in light of new information or future development.This presentation does not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities where such offer or sale would be unlawful prior to registration or qualification under the securities law. No offering shall be made except by means of a prospectus meeting the requirements of the Brazilian Securities Commission CVM Instruction 400 of 2003, as amended.

3

REGULATION, HISTORY, BUSINESS MODEL AND CORPORATE GOVERNANCESafety, resilience and transparency

BRAZILIAN MARKET OPPORTUNITIESMain growth drivers

MAIN GROWTH INITIATIVESBuilding an State-of-the-art platform

OPERATIONAL PERFORMANCENotable global exchange

FINANCIAL HIGHLIGHTSCost discipline and capital return to shareholders

4Q14 RESULTS

APPENDIX

MAIN GROWTH INITIATIVESInvestments, new products and focus on the customer

4

Exchange sectorSafety and market integrity as priorities

Capital and derivatives markets in Brazil

Stable and solid regulation

CVM – Trade and post-trade

BACEN – Post-trade , banks and intermediaries

Main participants

Intermediaries – local and international brokers (linked to bank and independent)

Listed companies

Investors – institutionals, foreign and individual (retail)

Exchange market characteristics in Brazil

BVMF is the sole exchange, despite the market being open for competitor since 2007

Stocks exclusively traded through an exchange(Dark pools, MTFs and internalization prohibit)

Identification of the final beneficial owner in the entire trading and post-trading chain

Derivatives trade predominantly through an exchange and OTC derivatives must be registered mandatorily

Securities lending mandatorily through a central counter-party (CCP)

The exchange is responsible for oversight and self-regulation of the markets in which it operates

5

“State-of-the-art” trading and post-trading systems:R$1,5 billion invested in resilience,

strength and safety

Consolidated market position: dominant position in the domestic market and significant

presence in the global exchanges industry

Reference in corporate governance standards: cutting edge in adopting best practices

to the market

High dividend payer¹: +80% of the net income and R$5,8 billion on distributed earnings since 2008

Revenue diversification: trading and post-trading services for stocks, derivatives, fixed income

and OTC

Constantly seeking operational efficiency: investments in technology and cost growth below

inflation²

Why invest in BM&FBOVESPA?A global exchange

1890:Foundation of Bolsa

Livre (Bovespa's predecessor)

Aug 2007: Bovespa Hld

demutualization

Oct 2007: Bovespa Hld IPO (BOVH3)

1967:Bovespa’s

Mutualization

1986:Start of BM&F

activities

Sep 2007: BM&F demutualization

Nov 2007: BM&F IPO(BMEF3)

May 2008: integration between BM&F and

Bovespa Hld and creation of BM&FBOVESPA (BVMF3)

¹ Practice of the period and amount distributed from Jan/2008 to Sep/2014;² Expenses adjusted to Company´s depreciation, stock granting plan – principal and social charges -, stock options plan, tax on dividends from the CME Group, transfer of fines and provisions

6

Services for the whole chain

Trading Platform: equities, derivatives, government and

corporate bonds, funds, spot FX, among others

Post-trading Platform:

Contraparte Central (CCP)

Settlement System (SSS)

Central Depository (CSD)

Services for Issuers and Participants:

Listing

Trading access (brokers)

Securities lending

Custody for clubs and foreign investors (2689)

Market Data (vendors)

Indices Licensing

Software Licensing

OTC (derivatives and fixed income)

COMMODITIES

FXINTEREST

CREDIT

EQUITY

CCP, SSS and CSD

POST-TRADE

CASH

FUTUREOPTIONS

TERMOSWAP

REGISTRATION

Multi-asset and vertically integrated modelValue gained across most of the chain

7

DTCC

BRAZIL(Internalization of orders is forbidden)

USA(Internalization of orders is allowed)

POST-TRADINGCCPSSSCSD

TRADING

Brokers A and B

Investors Investors

Brokers A and B

Investors Investors

BrokerA

BrokerB

Model 100% vertical: clearing, settlement and central depository at the FINAL BENEFICIAL OWNER LEVEL

Clearing, settlement and depository occur at the brokerage houses

Trading venues

Multi-asset and vertically integrated modelValue gained across most of the chain

8

11%7%

6%

5%

1%

70%

Oppenheimer Funds Vontobel Asset Management

CME Group Brasil BlackRock Funds

Treasury stock Others

(update in Mar. 2014)

Listed in Novo Mercado (voting shares only and other shareholders’ rights, transparency, etc.)

Majority of the Board composed of independent members (regulatory requirement)

Chairman is an independent member

Other Board members are linked to market participants or strategic partner (CME); although considered non-independent, are not connected to controlling group or management

All Board members are not Company’s executive

Well-defined and solid Board of Directors and Board’s Committees

Executive compensation system aligned with Company’s performance and strategic objectives, as well as with shareholders long-term interests

Solid Governance Practices Broadly Dispersed Shareholder Base

(update in Feb. 2013)

(update in Dec. 2011)



(update in Apr. 2014)

Note: percentage ownership are estimated but may not represent exact figures due to different information dates about largest shareholders’ positions

Corporate governanceReference in corporate governance practices

9

2013-15 Board of Directors Composition

Independentmembers

Independentmembers

Linked to market participant or

strategic partner (CME)

Linked to market participant or

strategic partner (CME)

Corporate Governance Profile - Board & Committee Summary

Board

Committees

Audit Nomination and CG Comp. Risk Brokerage

Industry

# Members 11¹ 6 3 3 4 9

Independent Board 6 2 2 2 2 1

Market participant + Board 5¹ - 1 1 2 1

Independent Non-Board - 4 - - - -

Market participant Non-Board - - - - - 7

# of meetings (2014) 13 13 3 8 10 7

Average attendance (2014) 90% 85% 100% 100% 83% 93%

Board Member AgeYears in the Board

Pedro Pullen ParenteFormer Minister of State; Former CEO of Media and Commodity Conglomerates

62 4

Claudio Luiz da Silva HaddadFormer CEO of Investment Bank; Founder and CEO of Business School

67 6

Antônio QuintelaFormer CEO of CS Brasil and Americas; Portfolio Manager 49 -

Luiz Antônio de Sampaio CamposFormer Director of CVM; Lawyer 44 -

Luiz Fernando FigueiredoFormer Governor of the Central Bank; Portfolio Manager 51 2

Luiz Nelson Guedes De CarvalhoFormer Central Bank and Sec. Commission Officer; Member of IIRC and CPC/IASB; Professor of Accounting

69 2

André EstevesCEO of BTG Pactual 47 2

Denise Pauli PavarinaBradesco executive; Chairwoman of Anbima 51 -

Eduardo Mazzilli de VassimonDirector of Itaú e CRO of Itaú Holding 57 -

José Berenguer NetoCEO of JP Morgan Brazil 48 2

Charles P. CareyFormer Chairman of CBOT; CME Group Board Member 59 3

Highly qualified Board Members and well-functioning Board’s Committees

Commitment and independence of Board of Directors and Committees' members

Note: in the case of the Advisory Committee for the Securities Intermediation Industry the statistics regarding number of meetings and attendance considered the previous composition with 6 members, including two Board members. This change was implemented in Feb 2015.

¹ There is currently a vacant position since one market participant board member resigned on Feb 11, 2015.

Corporate GovernanceMultidisciplinary knowledge in conducting business

10

Board of Directors

CEOEdemir Pinto

CFODaniel Sonder

COOCícero Vieira

CIOLuis Furtado

CPOEduardo Guardia

Management (5 Executives + 25MDs)Responsible for implementing the guidelines established by the Board or Directors, executing the strategic plan, monitoring and executing the Company’s operations

Internal Working Groups (budget, products and services, projects, others)This internal working groups are important components of the Company’s corporate governance, monitoring the budget process and establishing priorities for products, services and projects development, among other things

Advisory Committees (market and credit risks, corporate risk, sustainability, conduct code, business continuity, others)Multidisciplinary internal groups that address and monitor important business and issues of the Company

Advisory Chambers (commodities, listing, equities, fixed income, FX, derivatives, others)Several open channels with investors, market participants and companies which collaborate to develop and improve products and services, as well as to suggest better practices

HR, Marketing and Education Corporate Risk

Sustainability and Press

Internal Audit

Management and Internal Governance

Financial, Legal, IR and Issuer Development

Trading, Risk Management,

Clearing, Settlement, Depository,

BVMF Bank and Market

Participants Relationship

Trading, Post-trading, PMO, New Products, Infrastructure,

Mid- Back-Office Systems

Products and Business

Development, Comercial

Relations (issuers and investors)

and International Offices

Internal Working Groups Advisory Committees Market Advisory Chambers

4 MD´s 6 MD´s 6 MD´s 5 MD´s

Corporate GovernanceMultidisciplinary knowledge in conducting business

11

BM&FBOVESPA’s Sustainability PolicyApproved by the Board of Director

12






4Q14 RESULTS

APPENDIX


13

Growth opportunities in the Brazilian equities and derivatives markets

Opportunities in the Brazilian marketBM&FBOVESPA is ready to capture future growth

EQUITIES MARKETPortfolio diversification: diversification of institutional investors’ portfolios with a higher participation of equitiesRetail investors: small number of retail investors and growth of the middle classListed companies: low number of listed companies, while important sectors are not adequately represented on the exchange

DERIVATIVES MARKETGrowth of credit and fixed-rate government debt: higher demand for hedging from financial institutions and institutional investorsGrowth of foreign trade: higher demand for hedging through FX contractsEquities market development: growth in demand for index-based contractsOTC derivatives: capital requirements (Basel) should benefit OTC transactions through a CCP

14

Investors’ exposure to equities is lowInvestors’ portfolio opportunities shifting to equities

Funds’ AUM evolution (in BRL billion). Global average of 40% for equities

Investment Funds’ AUM (in BRL billion)

Number of Custody Accounts (in thousands) Pension Funds’ AUM (in BRL billion)Number of retail investors represents only 0.3% of the population (lower than global average)

Participation of equities in the portfolio of pension funds

Investors’ portfolios are highly concentrated in fixed income

• Historically high interest rates

• Low level of sophistication of pension funds and some asset managers

• Lack of knowledge about the equity market, combined with retail investors’ fixed-income mindset

Sources: BM&FBOVESPA, ANBIMA and ABRAPP. ¹ Feb/15

15






4Q14 RESULTS

APPENDIX


16

BM&FBOVESPA IT, Risk and Operating DevelopmentBuilding a state-of-the-art platform to boost market growth

BM&FBOVESPA is investing more than R$ 1.6 billion (2010 - 2016) to build state-of-the-art IT,

Risk and Operating infrastructure

Capital efficiency for clients

Attract and retain clients and strengthen relationship with intermediaries

Development of markets and products

Operational leverage for BM&FBOVESPA

Innovate and enhance market robustness ahead of regulatory demands

High performance: high availability, sub-milliseconds latency, low standard deviation Operational leverage: easily scalable capacity

OTC MARKET

Capital efficiency for clients: integrated risk calculation (OTC and Exchange Traded Derivatives)Customer relationship: strengthening relationships and adding revenue with little marginal expenses

NEW DATA CENTER

Long-term IT sustainability: significant capacity to expand co-location and own systemsCustomer relationship: able to host participants and clients’ infrastructure

Capital efficiency for clients: integrated risk calculation (equities and derivatives - OTC and listed); and unification of settlement windowsRationalization and standardization of rules, procedures and requirements

The implementation of IPN/CORE depends the approval of the regulators.

17

PUMA PlatformHigh availability and performance

BM&F segment

Bovespa segmentCapacity and resilience of the system tested in times of high volatility and message peaks The entire trading infrastructure must be adequately sized for peak message traffic:

Bovespa Segment– Apr. 29th Peak of msgs/min: 619,063 Average msgs/min: 60,000 - 70,000

BM&F Segment – Aug. 13th Peak of msgs/min: 85,388 Average msgs/min: 7,000 - 8,000

RESILIENCE AND AVAILABILITY 625 uninterrupted trading days*

* Until Mar 31, 2015

18

Clearinghouses’ Integration and New Risk Model (CORE)Post-trade environment evolution

Organization of the post-trade environment by types of assets/products

4 rulebooks and 4 manuals.

4 participant structures

4 systems / back-office processes

4 systems / processes for risk

management

4 pools of collateral

4 settlement windows and 4

multilateral balances

4 distinct environments / IT architectures

4 registration systems for

participants and clients.

OTC derivatives

Corporate fixed income

Interbank spot foreign

exchangeFutures, options,

forwards

Securities lending

Other products and assets

Equities, ETFs, BDRs

Rules and Manuals

Structure of market participants

Participants and customer registration

Allocation and transfer

Position control

Clearing and settlement

Risk management

Pool of collateral

Government Bonds

Organization of the post-trade environment by process

Exchange and market participation cost

reduction

Liquidity management improvement

More efficient allocation of capital by

investors

Operational and technological risk

reduction

19

Clearinghouses’ Integration and New Risk Model (CORE)Post-trade environment evolution

What we didAug’14: derivatives phase of the new BM&FBOVESPA Clearinghouse and of the new risk model CORE

What were the challenges 400 employees involved 46 legacy systems were deprecated

and 31 new other were installed +65 market participants (the

majority adopts SINACOR) 11 parallel production cycles

CORE - complexity and sophistication Calculate and process +1.3bn

instrument prices We have built a dedicated

simulation environment, meeting demands from market participants

What is next4Q15: expected conclusion of the IT development of the equities phase The development will be followed by

the certification and parallel production processes

Launching will depend on tests results and regulatory approval

What were the challenges Integration with the CSD Settlement of securities (restrictions,

failures, integration with securities lending system)

Covered options and forward transactions

Corporate actions treatment Settlement window unification Risk – more risk factors, higher

volume of calculations

The achievements

Roughly R$20 billon released in collateral R$15 billion reduction in required

collateral R$5 billion increase to the value of

deposited collateral R$12 billion withdrawn in the early

days of activity

Almost 6 months since the launching Very high availability Serving participants and clients with

high quality services Delivering efficiency

20






4Q14 RESULTS

APPENDIX


21

Long-term development of products, markets and services

Products and Services DevelopmentFocus on the customers’ demands and needs

Greater liquidity for listed products Development of infrastructure for expansion of MM and HFT activity Capital efficiency generated by CORE enables/encourages the realization of new strategies Development of the securities lending platform Marketing listed products and attracting new customers

Expanding the retail investor base Incentive program with market participants Expanding the portfolio to attend to the investment profile of individuals (Tesouro Direto, ETFs,

FIIs ...) Discussion about tax treatment simplification in the equities market

Capture of institutional investors’ diversification into foreign securities Listing of foreign securities (non-sponsored BDRs and Foreign Index ETF) Cross-listing of futures contracts

22

Long-term development of products, markets and services

Products and Services DevelopmentFocus on the customers’ demands and needs

$

Greater number of listed companiesDiscussions with the Government to encourage and facilitate IPOs by SMEs Law 13.043 grants exemption on capital gains for eligible SME’s investors until 2023 Creation of investment fund with proper structure to invest in SMEs Reduction of maintenance and public offer cost for listed companies Include stocks in the roll of restricted public distribution efforts BNDES support to foster IPOs on BOVESPA MAIS

Fixed Income and OTC markets (product, market and revenue diversification) Securities registration: (i) marketing of already-available products (CDB, LCA, LCI and COE); ii)

new products (CDB - new types, Financial Bills, COE - physical delivery and repos) OTC Derivatives: (i) benefits of CORE; (ii) SWAPs and Flexible Options migration to the new

platform (flexibility and operational efficiency); and (iii) development of SWAPs with cash flow Corporate bonds: (i) acceptance of securities with restricted distribution efforts (ICVM 476); and

(ii) migration of trading to PUMA Constant fee structure and incentive improvements Use of pricing policies and incentives as important tools for the development of products,

markets and services, as well as alignment with market participants Review and monitoring of existing pricing and incentives policies

23






4Q14 RESULTS

APPENDIX


24

AVERAGE DAILY TRADING VALUE – ADTV (BRL billion)

AVERAGE ANNUAL MARKET CAP (BRL trillion) TURNOVER VELOCITY² (12 months average)

CAGR (2004 - 15): 16.7%

¹

Bovespa SegmentOperational highlights

¹Updated to March 31, 2015. ²Ratio of cash market trading volume to the market cap of the exchange.

25

2007 2008 2009 2010 2011 2012 2013 2014 2015¹ M-14 A-14 M-14 J-14 J-14 A-14 S-14 O-14 N-14 D-14 J-15 F-15 M-15

Interest rates in BRL 0.950 1.141 0.979 0.889 0.918 1.004 1.046 1.120 1.185 1.105 1.185 1.211 1.168 1.152 1.177 1.090 1.076 1.226 1.192 1.165 1.222 1.172

FX rates 1.859 2.065 2.161 1.928 1.894 2.205 2.535 2.669 3.121 2.616 2.555 2.594 2.659 2.619 2.578 2.464 2.654 2.980 3.173 3.007 3.048 3.158

Stock Indices 1.501 2.145 1.620 1.564 1.614 1.524 1.761 1.774 2.120 1.597 1.834 1.601 2.095 1.527 1.863 1.477 1.721 1.628 2.119 1.842 2.422 1.994

Interest rates in USD 0.965 1.283 1.357 1.142 0.941 1.015 1.231 1.294 1.678 1.553 1.275 1.300 1.332 1.156 1.250 1.240 1.264 1.078 1.461 1.557 1.645 1.797

Commodities 3.195 3.587 2.307 2.168 2.029 2.239 2.534 2.390 2.551 2.683 2.587 2.883 2.223 2.152 2.084 2.315 2.295 2.510 2.631 2.342 2.260 3.020

Mini contracts 0.054 0.162 0.176 0.128 0.129 0.116 0.119 0.117 0.149 0.119 0.118 0.120 0.123 0.120 0.115 0.107 0.113 0.120 0.118 0.128 0.150 0.164

OTC 2.111 2.355 1.655 1.610 1.635 1.769 1.409 2.092 2.836 1.155 1.501 2.679 3.027 3.862 3.236 2.069 1.911 1.517 2.689 2.286 1.967 3.077

Total RPC 1.224 1.527 1.365 1.134 1.106 1.191 1.282 1.350 1.489 1.393 1.411 1.406 1.431 1.335 1.373 1.249 1.284 1.405 1.481 1.417 1.524 1.493

BM&F Segment Operational highlights

AVERAGE DAILY TRADED VOLUME – ADV (thousands of contracts)

REVENUE PER CONTRACT - RPC (BRL)

CAGR (2004-15): 11.2%


26

Investor participation in volumesEquities and derivatives segments

BM&F SEGMENT (DERIVATIVES)

BOVESPA SEGMENT (EQUITIES)


27






4Q14 RESULTS

APPENDIX


28

Income StatementHistory of income statement results (consolidated)

(in BRL thousand) 2009 2010 2011 2012 2013 2014

Net revenue 1,510,569 1,898,742 1,904,684 2,064,750 2,126,638 2,030,433

Expenses (569,832) (633,504) (816,664) (763,080) (790,814) (804,070)

Adjusted expenses (446,677) (543,881) (584,521) (563,487) (575,763) (592,349)

Operating income 940,737 1,265,238 1,088,020 1,301,670 1,335,824 1,226,363

Operating margin 62.3% 66.6% 57.1% 63.0% 62.8% 60.4%

Equity method result - 38,238 219,461 149,270 171,365 212,160

Financial result 245,837 289,039 280,729 208,851 180,695 208,157

Income before taxation of profit 1,186,574 1,592,515 1,588,210 1,659,791 1,687,884 1,646,680

Income tax and social contribution (304,505) (448,029) (539,681) (585,535) (606,588) (660,959)

Net income¹ 881,050 1,144,561 1,047,999 1,074,290 1,080,947 977,053

Adjusted net income 1,223,761 1,586,374 1,545,627 1,612,136 1,609,769 1,478,653

Adjusted EPS (BRL) 0.6104 0.7929 0.7932 0.8351 0.8389 0.8048

¹Attributable to shareholders of BM&FBOVESPA.

29

REVENUE BREAKDOWN (4Q14) MAIN LINES DYNAMICS

Total revenue:R$592.8 million

Equities and equities derivatives:

Market Capitalization of listed companies

Level of activity in the market (turnover velocity)

Type of investors

Type of operation and asset traded

Financial and commodities derivatives:

Type of contract traded

Type of investors

Type of operation

BRL/USD quote

Other

Number of investors/account in the depository

Market Capitalization of listed companies

Type of investors

Number and type of users of the data signal

BRL/USD quote

Revenue breakdownDiversified revenue sources as a differential

30

Focus on expenses control offset most of the inflationary adjustments over the past years

(in BRL million)

ADJUSTED EXPENSES BUDGET

INVESTMENTS BUDGET:

Adjusted¹ expenses and investment budgetFocus on cost control and investments phase

The CAPEX program initiated in 2010 renewed the Company's IT, operations and service platform

2014 vs. 2013: 2.88%IPCA 2014: 6.41%²

2015e vs. 2014: 1.71%4

IPCA (average) 2015e: 6.50%³ CAGR 2010-15e: 2.07%4

IPCA (average) 2010-15e: 6.23%³

Review of 2015 budget: from R$190 – 220 million to R$200 – 230 million Update of the timeline and budget

of the Company’s main projects

Capex is expected to decline in 2016 2016e: R$165 – 195 million

(in BRL million)

¹ Expenses adjusted to Company´s depreciation, stock granting plan – principal and social charges -, stock options plan, tax on dividends from the CME Group, transfer of fines and provisions. ² IPCA for 2014 released by IBGE ³ IPCA for 2015 based on market expectations released by the Central Bank in Dec. 05, 2014; 4 Considers the mid-point of 2015 budget and high point 2014 budget

31

Expenses BreakdownPursuit of greater efficiency and controlling expenses

Prioritization of activities, review of contracts and enhancement of processes has resulted in greater efficiency

¹ Includes personnel expenses and capitalization and excludes stock option and bonus expenses, ² Calculated based on the annual wage increase between 2010 and 2014 for personnel expenditure and the IPCA of services accumulated from Jan 2011 to Dec 2014 for the other lines of expenses

Nominal Change Real Change²

2.8% -4.3%

10.2% 1.8%

-12.8% -19.5%

-26.7%-20.6%

(in R$ millions)

-29.6%-23.8%

Nominal Change Real Change²

48.5% 12.5%

19.7% 1,8%

-17.3% -40.8%

-62.9%-48.2%

(in R$ millions)

-80.9%-73.3%

-14.3%

Tota

l Pe

rson

nel ¹

Dat

a pr

oces

sing

Third

par

ty

serv

ices

Mar

ketin

gCo

mm

unic

at.

Tota

l Pe

rson

nel ¹

Dat

a pr

oces

sing

Third

par

ty

serv

ices

Mar

ketin

gCo

mm

unic

at.

2014 vs. 2013 2014 vs. 2010

32

Financial HighlightsFinancial solidity combined with return of excess capital to shareholders

Distribution of most of the cash generation, reaffirming the commitment to return capital to shareholders

Payout(% of GAAP earnings)

2009: 80%2010: 100%2011: 87%

2012: 100%2013: 80%2014: 80%

+Share Buyback

More than 13% of free-float repurchased in

almost 7 years (2H08-2014)

(Accumulated ¹ between Jan 2009 and Dec 2014, in R$ million)

Cash Generation after Investments and Interest PaymentsCash Position²R$2,117 MM

IndebtednessR$1,666 MM

RatingMoody’sBaa1 (issuer global scale)

Baa2 (issuer BR scale)

Baa1 (global notes)

S&PBBB (counterparty cred.)

A-2 (issuer)

¹Data of BM&FBOVESPA (not consolidated): excludes variation in financial transactions and collateral pledged by participants, proceeds raised in connection with the acquisition of CME Group shares in 2010. ²Data from Dec 2014 and excludes third party resources (investors‘ collateral, resources deposited in the BM&FBOVESPA Bank and others).

33






4Q14 RESULTS

APPENDIX


34

4Q14 and 2014 HighlightsReturning capital to shareholders and delivering on the strategic plan

2014 HighlightsFinancialsTotal revenue: R$2,246.5 MM (-5.0% )

Adj. expense¹: +2.9%, considerably below average inflationNet income: R$977.1 MM (-9.7%)Adj. net income²: R$1,478.7 MM (-8.1%)Adj. EPS²: R$0.805 (-4.1%)REFIS: net impact of R$63.1 MM (one-off charge in 3Q14)

Returning capital to shareholdersPayout: R$781.6 MM (80% of the GAAP net income) Share buyback: R$936.6 MM (4.8% of the free-float)

Delivering on the strategic planClearinghouses integration: live in derivatives (Aug’14)New data center: construction concluded (1H14)Fixed income: securities registration platform (Mar’14)Prices and incentives: changes and improvements(2H14)SMEs: incentives to access the capital market (2H14)

4Q14 vs. 4Q13Total revenue: R$592.8 MM (+13.4%) BM&F seg.: R$217.7 MM (+10.3%) Bovespa seg.: R$272.3 MM (+23.1%) Others: R$102.9 MM (-1.5%)

Net revenue: R$533.4 MM (+12.4%)

Adj. expense1: R$174.9 MM (+3.8%)

Operating income: R$283.1 MM (+27.2%)

Net income: R$232.4 MM (+27.6%)

Adj. net income2: R$373.2 MM (+9.2%)

Adj. EPS²: R$0.204 (+13.7%)

EBITDA3: R$375.2 MM (+28.0%)EBITDA margin: 70.3%

1 Excludes depreciation, stock grant plan – principal and social charges -, stock options plan, tax on dividends from the CME Group, transfer of fines collected, provisions and discontinued operations. ² Excludes deferred taxes recognized in correlation with temporary differences from amortization of goodwill for tax purposes, stock options plan cost, investment in associate (CME Group) accounted under the equity method of accounting, net of taxes related to dividends and taxes paid overseas to be compensated. ³ According to CVM Rule 527/12 that does not exclude equity method accounting.

35

BM&F Segment PerformanceHigher ADV of mini contracts and interest rate in USD

4Q14 vs. 4Q13ADV: 2.56 MM contracts; +14.7%Mini contracts: +106.1%Interest rate in USD: +51.3%Equity-based indices: +49.1%

RPC: -4.9% (mix effect)Higher participation of mini contracts (cheaper than average) and HFTs (discounts)

2014 vs. 2013ADV: 2.58 MM contracts; -9.3%Interest rate in R$: -23.7%Interest rate in USD: +40.9%Mini contracts: +49.2%

RPC: +5.3% (mix effect and FX rate)Interest rate in R$: lower participation in overall ADV; and volumes concentrated in longer maturities (higher RPC)FX and Interest rate in USD: Real depreciation vs. USD pushed RPC up

(ADV in millions of contracts and RPC in R$)

(in R$)

¹Average PTAX rate (R$/US$) in the period (using the end of each month).

Contracts with RPC referred in USD represented ~30% of the ADV and ~51% of the revenue in BM&F segment in 4Q14

ADV AND AVERAGE RPC

RPC AND FX RATE

3636

Bovespa Segment Performance Volumes from options on indices expiration impacted margins

4Q14 vs. 4Q13ADTV: R$8.65 bn (+30.7%)Turnover Velocity: 87.5% vs. 64.4% in 4Q13Average market cap.: -3.8%

Margin: 5.012 bps vs. 5.322 bps (-5.8%)Extraordinarily high volumes connected to the exercise of options on indices (fees are not applied to a significant portion of those)Higher participation of day traders

2014 vs. 2013ADTV: R$7.29 bn (-1.7%)Turnover velocity: roughly flatAverage market cap.: roughly flat

Margin: 5.287 bps vs. 5.423 bps (-2.5%)Changes in fee policies in 2013Higher participation of day tradersVolumes connected to the exercise of options on indices

ADTV AND TRADING/POST-TRADING MARGINS

MARKET CAPITALIZATION AND TURNOVER VELOCITY

37

4Q14 Revenue BreakdownDiversified revenue base

36.5%: Financial/commodity derivatives¹

40.3%: Cash market

6.4%: Trading

33.9%: Post-trading

5.0%: Stock and indices derivatives¹

Total RevenueR$592.8 MM

3.4%: Securities lending3.1%: Depository, custody and back-office3.0%: Vendors2.0%: Listing1.6%: Trading access

18.2%: Other revenue

14.5%: Brazilian real interest rate contracts14.7%: FX contracts3.4%: USD interest rate contracts3.9%: Other financial/commodity derivatives

REVENUE FROM DERIVATIVES (BM&F + BOVESPA) REPRESENTED

41.5% DO TOTAL

¹ Includes trading and post-trading.

THE BUSINESS MODEL STRENGTHThe diversified revenue base provided by our business model becomes particularly relevant in an more challenging environment and should help to preserve our robust financial profile

38

4Q14 Expenses BreakdownImpacts from non-recurring expenses; growth below inflation

Adjusted expenses: +3.8%Adjusted personnel: -1.9% Headcount reduction Higher capitalization of personnel costs connected

to projectsData processing: +35.7% Non-recurring payment of R$9.5 MM for upgrade

rights of PUMA PlatformThird party services: -32.4% Non-recurrence of success fee payment of R$8.0

million for legal advisors in the 4Q13Others: +28.5% Transferring of R$9.3 MM to BSM to fund its

activities

ADJUSTED EXPENSES (4Q14 vs. 4Q13)(in R$ millions)

Results of discontinued operations (Bolsa Brasileira de Mercadorias – BBM)BM&FBOVESPA discontinued in December 2014 the partnership with Brazilian Commodities Exchange (BBM), writing off its equity stake (50.1%) in this company. As a consequence, we had a negative result of R$7.4 MM in 4Q14 and R$7.8 MM in 2014In order to preserve comparability with the adjusted expense guidance and previous periods, the adjusted expenses for 4Q14 and 2014 include R$0.88 MM and R$5.16 MM, respectively, registered under results of discontinued operations

*Include expenses with maintenance in general, taxes (ex dividends) from CME Group, board and committee members compensation and others (ex provisions).

39

ADJUSTED EXPENSES(in R$ millions)

¹ Corrected by IPCA.

Between 2010 and 2014, adjusted expenses fell 14.3% in

real terms

Adjusted expenses budget: between R$590 million and R$615 millionChange from 2014 should vary between -0.4% and +3.8%Growth significantly bellow expected inflation

WHAT EXPECT FOR 2015

Adj. expenses corrected by inflation¹

∆: +7.5%

∆: +6.5%

∆: -3.6%

∆: +5.8%

∆: +2.2%

∆: +5.9%

∆: +2.9%

∆: +6.4% 2010 - 2014∆: +8.9%

∆: +27.0%

Expenses Control DisciplineDelivering efficiency through a diligent expense management

40

Financial HighlightsConsistently returning capital to shareholders, while preserving financial robustness

4Q14: R$86.7 MM (R$240.2 MM in 2014)CAPEX budget ranges 2014: R$230 – 260 MM 2015: R$200 – 230 MM 2016: R$165 – 195 MM

PayoutMaintaining consistency in paying out at least 80% of the GAAP net income R$185.9 MM in 4Q14 (shareholders’ position of April 15) R$781.6 MM in 2014

Share buyback 2014: 90 MM shares (R$936.6 MM) repurchased, 4.8% of

the free-float 4Q14: 23 MM shares (R$228.5 MM) New program: up to 60 MM shares in 2015 85 MM shares canceled (current share count 1.815 bi)

Financial result reached R$54.1 MM, an increase of 5.0% from 4Q13, mainly explained by 14.5% higher financial revenue, that was partially offset by a 29.9% increase in financial expense

(in R$ millions)

CASH AND FINANCIAL INVESTMENTS RETURNING CAPITAL TO SHAREHOLDERS

FINANCIAL RESULT

INVESTIMENTS (CAPEX)

¹ Includes earnings and rights on securities in custody.² Includes third party collateral at BM&FBOVESPA Settlement Bank (Banco BM&FBOVESPA).

41

Strategic DevelopmentsDelivering on the strategic plan

Building a world-class IT and operations infrastructure

BM&FBOVESPA ClearinghouseAug’14: deployment of the first phase (derivatives) of the new BM&FBOVESPA Clearinghouse and of the new risk model CORE4Q15: expected conclusion of the IT development of the equities phase (launching will depend on tests results and regulatory approval)

PUMA Trading System575 days without any interruption

New Data Center2014: conclusion of the construction2015: beginning of the moving process

Listed productsNew market makers for options and futuresForeign securities (non-sponsored BDRs, ETFs and futures)New inflation-linked futuresLaunching of the fixed income EFTs Partnership with S&P to develop new indices

Securities lendingSec lending development by attracting more lenders (attraction of local pension funds and foreign investors)

Fixed income and OTCSecurities registration: structured notes (COE) with physical delivery, new time deposits (CDB) and financial bills (LF)OTC derivatives: SWAPs and flexible optionsTesouro DiretoNew features and improvements and incentives for the distribution channel

Products/markets development priorities

4242

Bovespa Segment Performance Margins negatively impacted by the exercise of options on indices

Fee policy for exercise of options on indicesThe trading and post-trading fees apply only on the spread Spread: difference between market price and strike price (notional of overall open positions)

Actual ADTV and marginsADTV 4Q14 vs. 4Q13: +30.7%Margin 4Q14 vs. 4Q13: -5.8%

Normalized ADTV and margins (excluding the not charged portion)ADTV 4Q14 vs. 4Q13: +25.0%Margin 4Q14 vs. 4Q13: -1.5%

4343

REVENUE GROWTH OF SELECTED PRODUCTS

Products well accepted by clients, with continuous developments to maintain growth trend Securities Lending Tesouro Direto Market maker for options on single stocks Exchange traded funds (ETF) Agribusiness credit bills (LCA) Real estate investment funds (FII) Non sponsored Brazilian Depositary Receipts (BDRs N1 NP)

CAGR (2010-14): +22.5%

(In R$ millions)

Growth ProductsIncreasing revenue diversification

44

Financial StatementsSummary of Balance Sheet (Consolidated)

(in R$ millions) 12/30/2014 12/31/2013 (in R$ millions) 12/30/2014 12/31/2013

Current assets 2,785.2 4,319.5 Current liabilities 1,891.8 2,710.8

Cash and cash equivalents 500.5 1,196.6 Collateral for transactions 1,321.9 2,073.0

Financial investments 1,962.3 2,853.4 Others 569.9 637.9

Others 322.5 269.5 Non-current liabilities 4,658.0 3,886.9

Non-current assets 22,753.0 21,577.2 Foreign debt issues 1,619.1 1,426.2

Long-term receivables 1,797.3 1,135.4 Deferred Inc. Tax and Social Contrib. 2,859.3 2,295.8

Financial investments 1,392.8 820.8 Others 179.6 165.0

Others 404.6 314.6 Shareholders´ equity 18,988.4 19,298.9

Investments 3,761.3 3,346.3 Capital stock 2,540.2 2,540.2

Property and equipment 421.2 423.2 Capital reserve 15,220.4 16,056.7

Intangible assets 16,773.2 16,672.3 Others 1,218.9 687.3

Goodwill 16,064.3 16,064.3 Minority shareholdings 9.0 14.7

Total Assets 25,538.3 25,896.7 Liabilities and Shareholders´ eq. 25,538.3 25,896.7

LIABILITIES AND SHAREHOLDERS´EQUITYASSETS

45

Financial StatementsNet income and adjusted expenses reconciliations

ADJUSTED NET INCOME RECONCILIATION

ADJUSTED EXPENSES RECONCILIATION

* Attributable to BM&FBOVESPA shareholders.

4Q14 4Q13 Change4Q14/4Q13 3Q14 Change

4Q14/3Q14 2014 2013 Change2014/2013

Total Expenses 250.4 251.8 -0.6% 192.0 30.4% 804.1 790.8 1.7% Depreciation (32.1) (31.2) 2.9% (29.5) 9.0% (119.1) (119.5) -0.3% Stock options plan (7.0) (6.8) 3.4% (7.3) -4.6% (28.8) (28.1) 2.4% Tax on dividends from the CME Group (32.8) (36.2) -9.3% (5.8) 469.5% (49.4) (51.0) -3.1% Provisions (4.4) (10.8) -59.4% (4.3) 2.7% (19.5) (22.5) -13.1% Disc. BBM 0.9 1.6 3.8% 1.7 19.1% 5.2 6.1 2.9%Adjusted Expenses 174.9 168.4 3.8% 146.8 19.1% 592.3 575.8 2.9%

4Q14 4Q13 Change4Q14/4Q13 3Q14 Change

4Q14/3Q14 2014 2013 Change2014/2013

GAAP net income* 232.4 182.1 27.6% 238.4 -2.5% 977.1 1,081.5 -9.7% Stock options plan 7.0 6.8 3.4% 7.3 -4.6% 28.8 28.1 2.4% Deferred tax liabilities 138.6 138.9 -0.2% 138.6 0.0% 554.6 555.6 -0.2% Equity in income of investees (net of taxes) 34.7 3.3 937.5% 43.7 -20.7% 162.7 120.4 35.2% Recoverable taxes paid overseas 29.8 17.4 71.2% 16.7 78.9% 81.0 64.8 24.9%Adjusted net income 373.2 341.9 9.2% 357.4 4.4% 1,478.7 1,609.8 -8.1%

46

(in R$ millions) 4Q14 4Q13 Change4Q14/4Q13 3Q14 Change

4Q14/3Q14 2014 2013 Change2014/2013

Net revenues 533.4 474.4 12.4% 544.5 -2.0% 2,030.4 2,126.6 -4.5%

Expenses (250.4) (251.8) -0.6% (192.0) 30.4% (804.1) (790.8) 1.7%

Operating income 283.1 222.6 27.2% 352.5 -19.7% 1,226.4 1,335.8 -8.2%

Operating margin 53.1% 46.9% 614 bps 64.7% -1.167 bps 60.4% 62.8% -241 bps

Equity in income of investees 67.5 39.5 70.7% 49.5 36.4% 212.2 171.4 23.8%

Financial result 54.1 51.5 5.0% 47.0 14.9% 208.2 180.7 15.2%

Net income* 232.4 182.1 27.6% 238.4 -2.5% 977.1 1,081.5 -9.7%

Adjusted net income 373.2 341.9 9.2% 357.4 4.4% 1,478.7 1,609.8 -8.1%

Adjusted EPS (in R$) 0.204 0.180 13.7% 0.195 4.5% 0.805 0.839 -4.1%

Adjusted expenses (174.9) (168.4) 3.8% (146.8) 19.1% (592.3) (575.8) 2.9%

Financial Statements Summary

SUMMARY OF INCOME STATEMENT (CONSOLIDATED)

* Attributable to BM&FBOVESPA shareholders.

47






4Q14 RESULTS

APPENDIX


48

High growth productsGrowing sophistication of market participants

Securities LendingReal Estate Funds (FIIs) Options with Market Maker

(Open Interest - average for the period - in BRL billion)

Initiatives to develop and prompt higher volume in certain products Performance shows that the initiatives are being well received by the market

ETFs Brazilian Treasury Direct - Tesouro Direto Agribusiness Credit Bills

(ADTV in BRL million)

+43.9%

(ADTV in BRL million)

(ADTV in BRL million) (Custody – in BRL billion)

CAGR(09-15): + 64.5% CAGR (10-15): +10.7%

CAGR (10-15): +32.4% CAGR (10-15): +26.6%

(AUM – in BRL billion)

¹Updated to March 31,2014, ² Updated to February 28, 2015.

49

Bovespa SegmentRaising Capital

PUBLIC OFFERINGS (BRL billion)

PIPELINE: OFFERINGS ANNOUNCED SO FAR TO THE MARKET

There are 2 offerings in the pipeline IPO: AZUL Follow-up: Telefônica Brasil

Additionally, there are 4 Real Estate Funds filed with CVM: estimated value of R$ 2.43 billion

Update to March 31, 2015 – There were no public offers in 2015¹Excludes the portion acquired by the Brazilian government in the Petrobras offering, via the transfer of rights in barrels (BRL 74.8 billion).

50

Sarbanes-Oxley Act(Jul. 2002)

Novo MercadoLaunch

(Dec. 2000)

End of IOF Tax (2%) for foreign investors

(Dec. 2011)

End of CPMF(Financial

Transaction Tax)

Trading in ADRs of Brazilian companiesLiquidity migration process interrupted

March´15

Source: Bloomberg (in USD traded value of 35 companies with ADRs programs )

PUBLIC OFFERINGS IN NUMBER OF COMPANIES

31.0%

30.7%

9.4%

28.9%

38.3%

61.7%

2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 TotalIPOs - 1 - 7 9 26 64 4 6 11 11 3 10 1 - 153 Follow ons 14 5 8 8 10 16 12 8 18 11 11 9 7 1 - 138Total 14 6 8 15 19 42 76 12 24 22 22 12 17 2 - 291

Dual Listings - - - 2 1 1 - - 1 - - - - - - 5

51

Bovespa SegmentForeign investment flow

MONTHLY NET FLOW OF FOREGIN INVESTMENTS (in BRL billons)

Includes public offering (primary market) and regular trades (secondary market).

52

Products and Services DevelopmentRecent changes in pricing policy and incentives

Products / Market Main changes

SECURITIES LENDING Elimination of 0.05% incentive for national lenders (settlement rate for voluntary loan maintained at 0.25% p.a.)

DMA Elimination of 10% discount for trades via DMA in Derivatives Market (BM&F Segment)

MARKET DATA Price recomposition and pricing of new products and services

ISSUERS

Elimination of analysis fee discount on the annual fee

Creation of analysis fee for Public Tender Offers, IPOs and Follow-ons

DepositoryAdjustment of maintenance fees of custody accounts for a certain group of investors; and creation of fees for ownership transferring within the depository

53

Clearinghouses’ Integration and New Risk Model (CORE)Benefits from Clearinghouse integration

1. DETERMINING THE CLOSEOUT STRATEGY

T+0 T+1 T+2 T+3 T+4 T+N...

Defines the portfolio closeout strategy which, respecting the settlement restrictions of the portfolio of assets/markets, should minimize the risk of a loss associated with the closeout process, preserving existing hedge strategies

2. RISK EVALUATION

T+0 T+1 T+2 T+3 T+4 T+N...

Defines the (stress) scenarios associated with the dynamics of each risk factor relevant to the portfolio. All assets and contracts are reevaluated considering the scenarios defined in this step (full valuation).

3. POTENTIAL P&L CALCULATION

T+0 T+1 T+2 T+3 T+4 T+N...

Calculates and aggregates intertemporally P&L associated with each scenario, considering the defined closeout strategy

CLOSEOUT RISK Result: Two risk measures—market and liquidity—that are estimated both jointly and consistently

PERMANENT LOSS TRANSIENT LOSS

OVERVIEW: CLOSEOUT RISK CALCULATION IN THREE STEPS

54

www.bmfbovespa.com.br

Departamento de Relações com Investidores55 11 2565-4729 / 4418 / 4207/4834/7938

[email protected]

1 public apr/2015 x investor relations department são paulo, sp

Documents

future bmfbovespa performance

offer of bmfbovespa

securities markets

bmfbovespa customers

new customers

competitive new products

sale of securities

new entrants