BM&F Bovespa : Notice to the Market - Conference Call Presentation - BM&FBOVESPA and ... CETIP Combination

PowerPoint Presentation

Financial Highlights of the Proposed Business Combination Investor Presentation

April 11th, 2016

Forward Looking Statements

This presentation may include statements representing expectations about future events or results. These statements are based upon projections and analyses which reflect present views and/or expectations of the management of each company with regards to their performance and to the future of their businesses

Risks and uncertainties related to the companies' businesses, to the competitive and market environment, to the macro-economic conditions and other factors described in "Risk Factors" in the Reference Form of each company, filed with the CVM, may cause effective results to differ materially from such plans, objectives, expectations, projections and intentions

DISCLAIMER: this is a supplementary material which may have incomplete information, or information which is shown in a schematic format. It should be used by the reader only in conjunction with the official materials published by the companies on the offer, in particular the Material Fact published on April 8th 2016. In case of doubt, the information in the Material Fact published on April 8th 2016 shall prevail

Pricing Structure

DISCLAIMER: this is a supplementary material which may have incomplete information, or information which is shown in a schematic format. It should be used by the reader only in conjunction with the official materials published by the company on offer, in particular the Material Fact published on April 8th 2016. In case of doubt, the information in the Material Fact published on April 8th 2016 shall prevail.

Transaction structure and reference terms

CASH AND STOCK TRANSACTION

• Total consideration per Cetip share of R$30.75 in cash (Original Reference Value of the Cash Portion) + 0.8991 voting shares of BM&FBOVESPA (BVMF3) (Reference Exchange Ratio)

  
  

• The transaction resulting in Cetip's shareholders owning 11.8% of the combined company¹, based on the Reference Exchange Ratio (not considering the "Protection Mechanism" and "Other Adjustments" described in pages 4 to 6)

Note

1. Based on 264,883,610 Cetip shares (262,978,823 shares issued less 3,513,011 treasury shares and plus 5,417,798 shares from the anticipated vesting of all Cetip's outstanding stock options) and 1,782,094,906 BVMF shares (1,815,000,000 shares issued less 32,905,094 treasury shares ). Actual % ownership may vary depending on the number of total shares outstanding on transaction's closing date

   
   

   Pricing Structure (Cont'd)

   Protection mechanism

   
   

   DISCLAIMER: this is a supplementary material which may have incomplete information, or information which is shown in a schematic format. It should be used by the reader only in conjunction with the official materials published by the company on offer, in particular the Material Fact published on April 8th 2016. In case of doubt, the information in the Material Fact published on April 8th 2016 shall prevail.

   Protection mechanism

   
   

   PROTECTION MECHANISM

   
   

   Total consideration will be subject to a cap and a floor. Therefore, shareholders are not fully exposed to BVMF3 price fluctuations between announcement and closing

   
   

   • The cap and floor mechanism will be implemented if the market price¹ of BVMF3 is below R$12.51 or above R$19.75 as of the transaction's closing day (not considering "Other Adjustments" described in page 6), by augmenting or decreasing the Reference Exchange Ratio and/or by adding an Additional Cash Amount, if necessary

     • Cash portion will under no circumstances be above 85% of the total consideration

       
       

   • Total consideration will range between R$42.00 and R$48.51 per Cetip share (not considering "Other Adjustments"

described in page 6)

Note

1. Average closing price of BVMF3 in the 30 trading sections before the date the last regulatory approval is granted