4Q16 earnings presentation

February 20, 2017

X 1
Public
Public
Forward looking statements

This presentation may contain certain statements that express the managements 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.

2
4Q16 and 2016 highlights
Solid performance in Bovespa segment and revenues not tied to volumes

PERFORMANCE BY SEGMENT

BM&F Seg. Bovespa Seg. Other revenues

4Q16 (vs. 4Q15) 4Q16 (vs. 4Q15) 4Q16 (vs. 4Q15)
Revenue: R$259.9 m, +0.4% Revenue.: R$272.9 m, +22.5% Other rev.: R$159.1 m, +30.8%
ADV: 3.8 m contracts, +55.9% ADTV: R$8.7 bn, +26.3% Tesouro Direto: +76.8% increase in
RPC: R$1.092, -35.8% Margin: 5.064 bps, -0.190 bps average assets under custody

2016 (vs. 2015) 2016 (vs. 2015) 2016 (vs. 2015)

Revenue: R$1,050.4 m, -2.2% Revenue: R$977.8 m, +8.3% Other rev.: R$548.2 m, +13.9%
ADV: 3.2 m contracts, +12.4% ADTV: R$7.4 bn, +9.2% Tesouro Direto: +82.2% increase in
RPC: R$1.300, -13.3% Margin: 5.194 bps, -0.080 bps average assets under custody

FINANCIAL HIGHLIGHTS

4Q16 (vs. 4Q15) 2016 (vs. 2015)

Total revenue: R$691.9 m, +14.7% Total revenue: R$2,576.4 m, +4.8%
Adj. expenses1: R$206.6 m, +21.2% Adj. expenses1: R$653.1 m, +6.3%
IFRS net income: R$927.9 m IFRS net income: R$1,446.3 m, -34.3%
Excluding non-recurring items, net income would have Excluding non-recurring items, net income would have
been R$524.9 m been R$1,814.9 m
Payout: R$900.0 m, 62.2% of the IFRS net income

1 Adjusted to (i) depreciation and amortization; (ii) stock grant plan costs principal and payroll taxes and stock option plan; (iii) transaction cost and planning of the proposed business combination with
Cetip that is still pending regulatory approval; and (iv) transfer of fines, provisions and incentive programs to market participants. Attributable to BM&FBOVESPAs shareholders. 3
Non-recurring items
Non-recurring items that impacted IFRS net income

Line impacted 4Q16 2016

(in R$ millions) in the income
statement Before tax After tax Before tax After tax

Provision for judicial decision and success fees Expenses - - (231.3) (155.0)

Expenses with Cetip transaction; Expenses (9.7) (6.4) (65.6) (43.3)

Non-recurring stock grant expenses Expenses (33.9) (22.4) (51.5) (34.0)

Divestment from CME Group shares Financial result - - (572.8) (557.3)

Financial
IOF on proceeds from CME Group shares sale - - (16.4) (10.8)
expense
Capital gain on CME Group shares (adjustment) Income Tax - 431.7 - 431.7

Total (43.6) 403.0 (937.6) (368.6)

Pending regulatory approvals from CVM, Central Bank and Antitrust Authority CADE. Includes expenses with legal reports, auditors, appraisers, and lawyers, among other professionals engaged as advisors
for the transaction as well as the planning of the integration. Comprised of: (i) R$25.0 million in FY16 (R$7.4 million in 4Q16) connected to severance expenses; and (ii) provision of R$26.5 million (2016 and 4
4Q16) due to the adequacy of the accrual methodology applied to expenses related to stock grant programs, which were granted but not transferred yet, in accordance with the Companys stock grant plan.
Strategic updates - 2016 main landmarks
Delivering on strategic plan

Approved by shareholders of both companies

Combination Waiting for regulatory approval
with Cetip
Proceeds raised to finance the cash portion of the transaction (divestments of
CME Group shares in Apr16 and debt transactions in Dec16)

Clearing Parallel production cycles of phase two (equities) began in Jul16

Integration Implementation expected for 2017

Development of Inflation-Linked Future Contract (market maker program and

other enhancements)
Products
New ETF referenced in the Ibovespa (BOVV11), totaling 15 listed ETFs
2016 Market makers expanded to 55 (Dec16) from 27 (Dec15)

Public hearings with stakeholders held in Sep16 and Nov16 for the
Special listing enhancement of the special listing segments (Novo Mercado and Nvel 2)
seg.
Restricted hearing with companies listed in the segments will begin in Mar17

Innovation in Creation of the IT Committee to advise the Board of Directors

IT

R$232 million invested in the acquisition of stakes in exchanges in Colombia

Investments in (9.9%), Mexico (4.2%), Chile (10.4%) and Peru (8.6%), with a representative in
Latam the Board of Directors of Bolsa de Valores de Lima

Acquired in Jan17. 5
4Q16 revenue breakdown
Revenue boosted by Bovespa seg. and other revenues not tied to volumes

REVENUE (in R$ millions / % growth YoY)

USD-linked revenue represented
19.7% of the total revenue

Total
revenue
R$691.9 m

+14.7%

1The revenue breakdown considers the revenue lines others of the Bovespa Segment and foreign exchange and securities of BM&F Segment, as reported in the financial statements note 20, within
the other revenues not tied to volumes. Trading and post-trading. 6
Derivatives market
Higher ADV and lower RPC led to flat revenues

REVENUE (in R$ millions) ADV (in thousands of contracts)

CONTRACTS 4Q15 4Q16 YoY

Interest rates in BRL 1,036 1,750 68.8%

FX rates 405 416 2.7%
Stock indices 109 104 -4.4%
Interest rates in USD 286 248 -13.1%
Commodities 5 6 22.6%
TOTAL (Ex-Mini contracts) 1,841 2,525 37.1%
Mini contracts 600 1,281 113.4%
TOTAL 2,441 3,805 55.9%
REVENUE PER CONTRACT (RPC) MINI CONTRACTS (in thousands of contracts)

RPC: R$1.092 per contract, -35.8% YoY

Lower RPC in all groups of contracts
Higher participation of Mini contracts (RPC is
significantly lower than average)
Appreciation of the BRL against USD (in 4Q16:
% tot.
48.0% of derivatives revenue were linked to ADV
24.5% 26.0% 27.6% 34.3% 33.7%
USD) %%tot.
tot.
BM&F 3.9% 4.8% 5.3% 6.6% 6.8%
rec.
rev.

Revenue does not consider the revenue lines foreign exchange and securities of the BM&F Segment, as reported in the financial statements note 20, which totaled R$4.9 million in 4Q16. Most of
the fees charged on FX rate, Interest rates in USD and Commodities contracts are referred in USD. The average BRL/USD exchange rate appreciated 18.9% from 4Q15 to 4Q16. 7
Equities market
Higher ADTV drove 14.7% revenue increase in Bovespa Segment

REVENUE (in R$ millions) ADTV (in R$ millions) AND MARGIN (in bps)

4Q15 4Q16 YoY

ADTV 6,631.3 8,288.4 25.0%
Margin 5.254 5.064 0.190 bps

MARKET CAPITALIZATION (in R$ trillions) AND

4Q16 HIGHLIGHTS TURNOVER VELOCITY (%)

Both market capitalization and turnover

velocity drove ADTV growth
Trading and post-trading margins of
5.064bps, 3.6% decrease (or 0.190 bps)
Higher participation of day trades (fees are
significantly lower than average)
Higher volumes connected to the expiration of
options on equity indices (fees are not charged
on most of the ADTV)
Revenue does not consider the revenue line others of Bovespa Segment, as reported in the financial statements note 20, which totaled R$5.2 million in the 4Q16. Excludes fixed income line.
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Business lines not tied to volumes
Solid performance of Tesouro Direto (within the depository line)

4Q16 REVENUE BREAKDOWN (in R$ millions / % of total)

Other lines of business 4Q16 YoY

Depository 51.2 84.8%

Securities lending 26.3 3.3%

Market data (vendors) 25.4 -15.8%

23.0% Listing 13.3 9.0%

Bank - financial intermediation and bank fees 11.0 10.3%

Market participant access 8.4 -14.4%

Other 23.4 277.8%

Total 159.1 18.5%

Includes R$16.9mn in non-recurring

reversal of provisions with no cash impact

Revenue as reported in the financial statements note 20. Connected to changes in the Companys health care plan implemented in 2016, which impacted liabilities tied to rights granted to Companys
employees who contributed to the health plan of the Company between 2002 and 2009. 9
 4Q16 expenses
Continued focus on expense management

ADJUSTED EXPENSES (in R$ millions)

In 2016, adjusted expenses of R$653.1 million, within the guidance of R$640 to R$670 million and
representing a 6.3% growth versus 2015, in line with overall inflation
4Q16 adjusted expenses increased 21.2% YoY, to R$206.6 million

Others
(-1.0%)
BSM (+116.9%):
Third party transfer to fund
Data (+30.8%): self-regulation
processing higher expenses entity
(+17.5%): with consulting
inflation/FX services
Adjusted
rate
personnel adjustments
(+19.1%): annual to IT
wage adjustment maintenance
and increase in contracts
bonus expenses

(in R$ millions and % of total adjusted expenses)

4Q16 110.1 (53%) 37.6 (18%) 14.9 (7%) 18.0 (9%) 26.0 (13%)
4Q15 92.5 (54%) 32.0 (19%) 11.4 (7%) 8.3 (5%) 26.3 (15%)

Adjusted to (i) depreciation and amortization; (ii) stock grant plan costs principal and payroll taxes and stock option plan; (iii) transaction costs and planning of the business combination with Cetip that is
still pending regulatory approval; and (iv) transfer of fines, provisions and incentive programs to market participants. Excluding the impact of stock grant/option expenses. Include expenses with 10
communication, maintenance, taxes, board and committee members compensation and other.
Debt issued to fund Cetips transaction
Temporally increase in financial leverage

DEBT PROFILE
Loan Debentures 2020 Note
Value: USD125 million Value: R$3 billion Value: USD612 million
Issuance: Dec16 Issuance: Dec16 Issuance: Jul10
Maturity date: Jan 2nd, 2018 Maturity date: Dec 1st, 2019 Maturity date: Jul 16th, 2020
Interest: 2.57% per year Interest: 104.25% of DI Interest: 5.5%4 per year
Interest payments: monthly Interest payments: semiannually (Jun Interest payments: semiannually (Jan
and Dec) and Jul)
Cash flow hedge accounting against Hedged through swaps (principal)
USD-linked revenues and NDFs (coupons)

DEBT AMORTIZATION SCHEDULE (in R$ millions as of Dec 31st, 2016)

Pending regulatory approvals from CVM, Central Bank and Antitrust Authority CADE. Effective rate of 3.02% per year, after withholding income tax BM&FBOVESPA will adopt
the cash flow hedge accounting methodology, by matching the payments of this loan with part of the USD denominated revenues from the trading activity of derivatives contracts, 11
such as FX rates and Interest rates in USD contracts. 4 Effective rate of 6.47% per year, after withholding income tax.
Financial highlights
Higher cash position to fund the cash portion of combination with Cetip
CASH AND FINANCIAL INVESTMENTS (in R$ millions)

4Q16 BM&FBOVESPAs cash position totaled R$12.4bn in

14,656 4Q16
R$2.0 - R$2.5 bn to run the business
3Q16 R$1.0 bn in clearinghouses required safeguards
10,718
The remaining amount adds to the liquidity that
supports the activity of the central counter-party
2Q16 and general corporate needs
10,463
R$826.7 million in 1Q174 financial obligations
~R$8.5 bn to fund the proposed combination with
1Q16 Cetip5
5,661
Includes R$5.5 bn in gross proceeds from the total
divestment from CME Group shares
4Q15 Includes ~R$3.4 bn in new debt
5,202

Third-party cash
Third-party Total Restricted and unrestricted
Not considered as BM&FBOVESPAs cash
The Company earns interest on most of this cash
balance

Includes earnings and rights on securities in custody. Includes BM&FBOVESPA Bank clients deposits. Does not include investments in Bolsa Mexicana de Valores, Bolsa de Comercio de Santiago and
Bolsa de Valores de Colombia amounting R$191.6 million at 4Q16 and booked as financial investments. See note 4 to the financial statements. 4 See details in the slide 14 of this presentation. 5 Pending 12
regulatory approvals from CVM, Central Bank and Antitrust Authority CADE.
Financial highlights (cont.)
Financial result impacted by non-recurring items

FINANCIAL RESULT (in R$ millions)

FINANCIAL RESULT OF R$188.2 MILLION, -35.1% YoY

Impact on financial revenue Impact on financial expense

Higher cash balance: Exchange

- R$5.5 bn from CME rate
Group shares sale Due to changes,
the sale PIS/Cofins
- R$3 bn from of CME Hedging cost of
on fin. rev. the 2020 Notes Interest
debenture Group and on the
shares in principal (79.1%
- ~R$400 m from loan dividends of CDI) and debenture
Apr16 from Latam issued in
certain coupons
Dec16

Lower interest Cost of stand-

expense with the by facilities
2020 Note's (not drawn) for
coupon (BRL Cetips Exchange
appreciation) transaction rate
changes

Stand by facility of R$2.7 billion.

13
Financial highlights (cont.)
Strong cash generation

CASH GENERATION (in R$ millions) CASH USE (in R$ millions)

CASH GENERATION REACHED R$2,081.6 CASH RETENTION OF R$313.2 MILLION
MILLION IN 2016, +18.8% YOY

2015 2016

Adjusted net cash from operating

2,067.1 2,236.0
activities

Net cash from investment activities -144.1 -10.0

Net cash from financing activities

-170.6 -144.3
before distributions

1Q17 obligations include:

Cash generation (before
1,752.3 2,081.6 R$368.0 million in interest on capital paid on Jan17
distributions)
R$400.0 million owed as of Dec 31, 2016 in the FX
Swap due in Apr 3rd, 2017 (principal hedge only for
the 2020 Notes)
R$58.8 million of interest on the 2020 Notes paid in
Jan17
Cash generation before dividends/IoC payments and share buybacks. Considers the cash flow from operating activities (starting from the net income), adjusted by the variation of financial
investments and guarantees and cash deposits and REPO transactions of the BM&FBOVESPA Bank, as described in the note 13 to the financial statements. Considers the cash flow from financing 14
activities before the payment of dividends/IoC and share buyback.
Business combination with Cetip
Timeline: where we are and next phases of the process

2016 2017

April, 8th May, 20th Jun, 28th Oct, 13th Feb, 10th Feb, 20th Feb, 23rd Apr, 24th May, 24th

We are
here Possible final
BVMF and Cetip
First CADE deadline for
BVMF and Request to filed a request
regular CADE
Cetips analyze the act for 60 days
deadline approvals
Boards of concentration extension of
approved the was filed in the period of (240-day)
financial CADE analysis
terms for the
Ending of the
transaction CADE considered 60 days
complex the extension
concentration act period
of the combination.
BVMF and Cetips shareholders This measure
approved the transaction in the allows CADE to
extend the deadline Review of the transaction by the regulators: Counted from the day of
shareholders meetings
for more 90 days Central Bank of Brazil (BACEN) the last regulatory
approval:
Brazilian Securities Commission (CVM)
Cetip shares will be
The Antitrust Authority (CADE) converted in
BM&FBOVESPA shares
(BVMF3) in T+5
The cash portion will
Efforts on planning the integration be settled in up to 40
days

Pending regulatory approvals from CVM, Central Bank and Antitrust Authority CADE. The Company has dedicated efforts to plan the business combination, respecting the ground rules set by the
antitrust authorities. 15
APPENDIX

16
Financial Statements
Summary of balance sheet (consolidated)

ASSETS LIABILITIES AND SHAREHOLDERSEQUITY

(in R$ millions) 12/31/2016 12/31/2015 (in R$ millions) 12/31/2016 12/31/2015

Current assets 11,612.5 8,673.8 Current liabilities 3,657.8 2,096.8
Cash and cash equivalents 319.1 440.8 Collateral for transactions 1,653.8 1,338.0
Financial investments 10,964.2 7,798.5 Financial instruments for hedge 406.0 -
Others 329.2 434.4 Loan 373.9 -
Non-current assets 19,543.4 17,635.1 Others 1,224.1 758.8
Long-term receivables 3,749.3 1,961.4 Non-current liabilities 8,421.7 5,859.9
Financial investments 3,564,2 1,815.6 Foreign debt issues 1,987.7 2,384.1
Others 185.0 145.8 Debenture 2,991.8 -
Deferred Inc. Tax and Social
Investments 29.1 30.6 2,976.1 3,272.3
Contrib.
Property and equipment 462.8 453.1 Others 466.1 203.5
Intangible assets 15,302.2 15,190.0 Shareholders equity 19,076.4 18,352.2
Goodwill 14,401.6 14,401.6 Capital stock 2,540.2 2,540.2
Capital reserve 14,327.5 14,300.3
Others 2,198.7 1,501.6
Minority shareholdings 9.9 10.1
Total Assets 31,155.9 26,308.9 Liabilities and Shareholders eq. 31,155.9 26,308.9

17
Financial Statements
Net income and adjusted expenses reconciliations

ADJUSTED NET INCOME RECONCILIATION (in R$ millions)

Change Change Change
4Q16 4Q15 3Q16 2016 2015
4Q16/4Q15 4Q16/3Q16 2016/2015
IRFS net income* 927.9 (407.7) 327.6% 293.5 216.2% 1,446.3 2,202.2 -34.3%
Stock grant/option (recurring net of tax) 38.0 7.8 389.2% 13.9 172.9% 95.8 45.4 111.2%
Deferred tax liabilities 135.3 137.5 -1.6% 135.3 0.0% 541.2 550.1 -1.6%
Expenses related to Cetips transaction (net of tax) 6.4 0.0 - 4.7 35.1% 43.3 0.0 -
CME Group shares sale capital gain adjustment (431.7) 0.0 - 0.0 - (431.7) 0.0 -
Non-recurring expenses with provisions (net of tax) 0.0 0.0 - 155.0 - 155.0 0.0 -
Equity in Income of Investees (net of taxes) 0.0 (173.7) - 0.0 - (19.6) (309.9) -93.7%
Divestment in CME Group shares (net of tax) 0.0 0.0 - 0.0 - 557.3 0.0 -
IOF on proceeds from CME Group shares sale (net of tax) 0.0 0.0 - 0.0 - 10.8 0.0 -
Recoverable taxes paid overseas 0.0 59.1 - 0.0 - 0.0 88.5 -
IoC Adjustments 0.0 (200.8) - 0.0 - 0.0 (249.8) -
Discontinuity of the equity method (net of taxes) 0.0 14.6 - 0.0 - 0.0 (1,130.4) -
Results from the selling of the CME Group (net of taxes) 0.0 0.0 - 0.0 - 0.0 (474.2) -
Impairment (net of tax) 0.0 1,097.4 - 0.0 - 0.0 1,097.4 -
Adjusted net income 675.8 534.1 26.5% 602.4 12.2% 2,398.3 1,819.2 31.8%
*Attributable to BM&FBOVESPAs shareholders.

ADJUSTED EXPENSES RECONCILIATION (in R$ millions)

Change Change Change
4Q16 4Q15 3Q16 2016 2015
4Q16/4Q15 4Q16/3Q16 2016/2015

Total expenses 309.2 213.4 44.9% 446.1 -30.7% 1,226.2 850.7 44.1%

Depreciation (25.6) (26.0) -1.7% (25.1) 1.9% (98.3) (110.9) -11.3%

Stock grant/option (57.5) (14.1) 308.6% (21.1) 172.9% (145.2) (99.0) 46.7%

Proposed business combination with Cetip (2.4) 0.0 - (0.7) 242.2% (50.3) 0.0 -

Planning of the business integration with Cetip (7.3) 0.0 - (6.5) 12.5% (15.3) 0.0 -

Provisions and others (9.8) (2.8) 243.6% (237.3) -95.9% (263.9) (26.5) 897.0%
Adjusted expenses 206.6 170.4 21.2% 155.5 32.9% 653.1 614.3 6.3%

18
Financial Statements
Summary of income statement (consolidated)

SUMMARY OF INCOME STATEMENT (in R$ millions)

Change Change Change

4Q16 4Q15 3Q16 2016 2015
4Q16/4Q15 4Q16/3Q16 2016/2015

Net revenues 623.7 543.2 14.8% 559.1 11.5% 2,320.8 2,216.6 4.7%

Expenses (309.2) (213.4) 44.9% (446.1) -30.7% (1,226.2) (850.7) 44.1%

Operating income 314.4 329.8 -4.7% 113.0 178.2% 1,094.6 1,366.0 -19.9%

Operating margin 50.4% 60.7% -1,030 bps 20.2% 3,021 bps 47.2% 61.6% -1,446 bps

Financial result 188.2 289.8 -35.1% 221.5 -15.0% 152.0 508.8 -70.1%

IFRS net income (loss)* 927.9 (407.7) 327.6% 293.5 216.2% 1,446.3 2,202.2 -34.3%

Adjusted expenses (206.6) (170.4) 21.2% (155.5) 32.9% (653.1) (614.3) 6.3%
*Attributable to BM&FBOVESPAs shareholders.

19
Contact

Investor Relations Department

Phone: 55 11 2565-4729 / 4418 / 4207 / 4834 / 7938

ri@bmfbovespa.com.br
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