BM&F Bovespa : Results Release

Strong performance in the Bovespa segment and higher revenues from other services not tied to volumes drove 14.7% growth in the top line in the quarter compared to 4Q15

R$3.0 billion debentures issuance and an USD125.0 million loan were concluded in Dec'16 in preparation for the expected conclusion of transaction that will result in the business combination with Cetip1 Excluding non-recurring items, the 4Q16 net income would have amounted to R$524.9 million

MARKET CAPITALIZATION

R$29.9 billion (Dec 31, 2016)

4Q16 SHARE COUNT

Weighted avrg: 1,787,390,007 End of period: 1,787,390,007

STOCK PERFORMANCE

Quarter ending in Dec´16: -1.8%

CONFERENCE CALL (English)

Date: February 20th, 2017.

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São Paulo, Brazil, February 17th, 2017 - BM&FBOVESPA S.A. (ticker: BVMF3) today reported its fourth-quarter earnings for the period ending on December 31st, 2016 (4Q16). Total revenues reached R$691.9 million in 4Q16, an increase of 14.7% compared to the same period of the previous year (4Q15), mainly impacted by higher volumes in the Bovespa segment and increased revenues from business lines not related to volumes.

Adjusted expenses2 (OPEX) and capital expenditures (CAPEX) in 2016 were in line with the previously announced budgets. Adjusted OPEX amounted to R$653.1 million (budget of R$640 million - R$670 million) while CAPEX totaled R$223.7 million (budget of R$200 million - R$230 million). Furthermore, the budgets for 2017 were announced in Dec'163: the 2017 adjusted OPEX budget ranges from R$675 million to R$705 million and the CAPEX budget ranges from R$165 million to R$195 million.

Highlights of 4Q16:

In the BM&F segment, average daily volume (ADV) grew 55.9% over 4Q15, while average revenue per contract (RPC) decreased 35.8% in the same period;

Average daily trading value (ADTV) in the Bovespa segment grew 26.3% over 4Q15, to R$8.7 billion in 4Q16, while trading and post-trading margins fell 3.6%, a reduction of 0.190 bps;

Average assets under custody in the Tesouro Direto platform grew 76.8% year-over-year, while the average number of investors increased 75.3% in the period;

Roughly R$3.4 billion raised through debt transactions, both concluded in Dec'16 and connected to the business combination with Cetip;

Adjusted expenses reached R$206.6 million in 4Q16, an increase of 21.2% over 4Q15, mainly reflecting the transfer of proceeds to our self-regulatory organization (BSM);

R$368.0 million in interest on capital approved in Dec'16; in FY16, R$900.0 million in interest on capital approved, totaling 62.2% of FY16 IFRS net income.

Chief Executive Officer of BM&FBOVESPA, Edemir Pinto, said: "2016 was a year of transformational achievements for BM&FBOVESPA. We have moved forward in the execution of our long-term strategic plan. The business combination with Cetip was supported and approved by the vast majority of shareholders of both companies. Now, while we wait for the regulators to analyze this transaction, we have begun planning some aspects of the integration, within the boundaries established by regulation, to ensure service excellence will be preserved, expected efficiencies will be delivered and potential synergies will be captured over time. We also had significant progress in the development of the equities phase of the new integrated BM&FBOVESPA Clearinghouse and CORE risk system, which are expected to deliver operational and capital efficiency for market participants and investors. In 2016, we also worked on enhancements to our special listing segments in terms of corporate governance standards and on the execution of our long-term strategy for Latin America, which includes minority investments in some local exchanges. In 2017, we will maintain our focus on the execution and implementation of these strategic initiatives as well as our high standards in terms of operations and technology aimed at exceeding the expectations of our clients and regulators".

Chief Financial and Investor Relations Officer, Daniel Sonder, commented: "In Dec'16 we raised R$3.4 billion through debt transactions. It was another important step in preparing for the business combination with Cetip. It is important to mention that this higher financial leverage is a temporarily situation and we expect to pay down this new debt within a 3 years period, assuming the business performs according to plan. At the same time that we intend to reduce our financial leverage, we intend to keep returning capital to our shareholders, which will be possible due to the strong capacity of our company to generate cash. Our internal focus on expense management continues, and will be a priority during the merger integration".

www.bmfbovespa.com.br/ir

*Attributable to BM&FBOVESPA shareholders.

1 Pending regulatory approvals from the Brazilian Securities and Exchange Commision (CVM), Central Bank of Brazil (BACEN) and Antitrust Authority (CADE).

2 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.

3 The adjusted expenses and investment budgets for 2017 will be reviewed in the event of approval and conclusion of the business combination with Cetip S.A. - Mercados Organizados.

REVENUES

Total revenues: BM&FBOVESPA posted total revenue of R$691.9 million, an increase of 14.7% over 4Q15. This performance results from the combination of increased volumes in the Bovespa segment and higher revenues not tied to volumes traded.

Revenues from trading and post-trading in the derivatives and equities markets together represented 75.5% of total revenues in 4Q16, reaching R$522.7 million, an increase of 11.3% year-over-year.

4Q16 Revenues Breakdown4 (% of total revenues)

BM&F segment - trading, clearing and settlement: reached R$259.9 million (37.6% of total revenue), flat compared to 4Q15. The 55.9% increase in the ADV was neutralized by a decrease of 35.8% in the average RPC (see performance by segment section).

Bovespa segment - trading, clearing and settlement: totaled R$272.9 million (39.4% of total revenues), 22.5% higher compared to 4Q15. Trading and post-trading (transactions) revenues reached R$267.7 million in 4Q16, an increase of 23.7%, mainly explained by a 26.3% increase in the ADTV (see performance by segment section).

Other revenues: revenues not related to volumes reached R$159.1 million in 4Q16 (23.0% of total revenues), a 30.8% increase year-over-year that was positively impacted by a non-recurring revenue (see line others).

Depository, custody and back office: totaled R$51.2 million (7.4% of total revenues), an 84.8% increase over 4Q15, as a result of growth in revenues from Tesouro Direto, which reached R$22.6 million in 4Q16 and inflation pass through to certain depository services' prices in Jan'16. Additionally, in 4Q15 this revenue line was negatively impacted by a R$9.8 million expense related to incentives granted to market participants as part of the development of Tesouro Direto.

Market data (vendors): revenues from market data sales amounted to R$25.4 million (3.7% of total revenues), down 15.8% over 4Q15, explained by: (i) a decrease in the number of users and the migration of clients to lower cost market data packages; and (ii) the appreciation of the Brazilian Real against the US Dollar, since 55% of this revenue line was denominated in US Dollars in 4Q16.

Others: reached R$23.4 million (3.4% of total revenues), which include a R$16.9 million non-recurring reversal of provision, with no cash impact, connected to changes in the Company's health care plan implemented in 2016, which impacted liabilities tied to rights granted to Company's employees who contributed to the health care plan of the Company between 2002 and 2009 (see 4Q12 earnings release, item expenses)5.

Net Revenues: increased 14.8% year-over-year, reaching R$623.7 million in 4Q16.

EXPENSES

Expenses: totaled R$309.2 million in 4Q16. The 44.9% growth compared to 4Q15 is mainly explained by higher personnel expenses, which include non-recurring stock grant expenses, expenses related to transfer of proceeds to BSM (self-regulatory entity) and expenses related to the proposed combination of activities with Cetip.

Adjusted expenses: reached R$206.6 million in 4Q16, a 21.2% increase year-over-year. In the FY16, adjusted expenses were within the budget for the year and reached R$653.1 million, 6.3% growth compared to FY15, in line with overall inflation.

4 The revenues breakdown showed in the chart includes the revenues lines "others" for the Bovespa segment and "foreign exchange" and "securities" for the BM&F segment, as reported in the audited financial statements note 20, within other revenues not tied to volumes traded.

5 According to Law nº 9.656/98 and understandings brought by the Resolution No. 279 of the ANS (National Health Agency) of November 2011, it is provided to the employee which contributes with any amount of money to the health plan of the Company, the right to maintain their status as beneficiary in the event of being fired or retired, as long as the employee assumes the entire cost of his plan. Potential liabilities that referred to the provision are related to the difference, over time, of the average cost of the health plan negotiated by the Company and the estimated regular cost, which the beneficiaries would bear if they don´t stand the condition of beneficiaries (indirect subsidy). In 4Q12, BM&FBOVESPA accrued R$27.5 million connected to this potential liability. According to CPC 00, in case of reversal of provision this must be booked as revenue in periods to come.

Reconciliation of adjusted expenses (in R$ millions)

Personnel: increased 57.4% year-over-year, totaling R$167.7 million in 4Q16, mainly impacted by an increase in stock grant expenses.

Stock grant expenses amounted to R$57.5 million - principal and provision for payroll taxes - in the quarter. From this amount, recurring expenses totaled R$23.7 million, composed of R$12.3 million in principal and R$11.3 million in payroll tax provision to be paid upon the delivery of shares to the beneficiaries, which was impacted by the increase in BM&FBOVESPA's stock price. The non-recurring expenses - principal and provision for payroll taxes - amounted to R$33.9 million, comprised by: (i) R$7.4 million connected to severance expenses; and (ii) provision of R$26.5 million due to adequacy change in the accrual methodology applied to expenses related to stock grant programs, which were granted but not transferred yet, in accordance with Company's stock grant plan.

Adjusted personnel: excluding stock grant expenses, the personnel line would have increased 19.1% year-over-year to R$110.1 million, due primarily to the annual salary adjustment applied in Aug'16 and an increase in the amount accrued for expected expenses with the Company's bonus for the second half of 2016.

Reconciliation of adjusted personnel (in R$ millions)

Data processing: totaled R$37.6 million, 17.5% higher compared to 4Q15, mainly explained by: (i) IT maintenance contracts adjustments; and (ii) the impact of the appreciation of the US Dollar against the Brazilian Real between Jan'15 and Dec'15, given that a cash flow hedge6 was set up for a portion of the contracts denominated in foreign currency in those months.

Third Party Services: totaled R$14.9 million, a 30.8% increase year-over-year mainly due to higher expenses with consulting and legal advisory services fees connected to the development of projects.

Transaction with Cetip: amounted to R$9.7 million in 4Q16, composed by non-recurring expenses connected to the proposed business combination with Cetip, R$2.4 million in transaction costs7 and R$7.3 million in expenses related to planning of the business integration8.

Others: totaled R$36.4 million, a 60.2% increase year-over-year, mainly explained by R$18.0 million transferred to our self-regulatory entity (BSM), compared to R$8.3 million in 4Q15, and higher provision expenses, in particular R$2.4 million regarding the Spread Corretora lawsuit, for which part of the liability is marked-to-market according to BVMF3 price (see Material Fact released on November 1st, 2016).

Cash and cash equivalents: short- and long-term cash, cash equivalents and financial investments as of December 31st, 2016 amounted to R$14,656.0 million9, including R$1,730.1 million in third party cash (mainly related to cash collateral pledged to the Company's clearinghouses). BM&FBOVESPA's own cash totaled R$12,354.1 million, which includes: (i) between R$2.0 billion and R$2.5 billion that makes up the Company's usual liquidity requirements to run the business (including R$995.9 million in restricted financial resources formally tied to the clearinghouses' safeguard structure);

(ii) R$826.7 million in financial obligations to be paid in 1Q1710; and (iii) approximately R$8.5 billion in unrestricted available cash that will be mainly used to fund the cash portion of the proposed transaction with Cetip.

Indebtedness: at the end of 4Q16, the Company had R$5,463.6 million in gross debt outstanding, including principal and accrued interest (91.8% non-current and 8.2% current). This amount includes debt transactions concluded in Dec'16 in order to raise proceeds to meet the cash payments due as result of the proposed the business combination with Cetip, which is still pending regulatory approval. The Company's indebtedness is detailed below:

6 The Company allocated part of its cash position in foreign currency to hedge firm payment commitments assumed with suppliers and service providers from changes in the BRL vs USD exchange rate. For the commitments whose payment occurred in 2015, the hedge was set up, mainly, in Jan'15 and for the commitments whose payment occurred in 2016, the hedge was set up, mainly, in Dec'15. Therefore, the expenses related to those commitments recognized in 4Q15 were referenced on the exchange rate of Jan'15, while those commitments recognized in 4Q16 were referenced in the exchange rate of Dec'15 and were impacted by the depreciation of the BRL versus USD between Jan'15 and Dec'15. In the Financial Statements see note 4.d - Cash Flow Hedge.

7 Includes expenses with legal publications, auditors, appraisers, and lawyers, among other professionals engaged as advisors for the business combination with Cetip.

8 Includes expenses with consulting services hired to help the integration planning of the proposed combination with Cetip which is subject to regulatory approvals.

9 Does not include the amount related to the shares of Bolsa Mexicana de Valores, Bolsa de Comercio de Santiago and Bolsa de Va lores de Colombia owned by BM&FBOVESPA, which are treated as a financial investment and amounted to R$191.6 million at the end of Dec'16.

10 Include: R$368.0 million in interest on capital paid on Jan'17; R$400.0 million owed as of Dec 31, 2016 in the FX Swap due on April 3rd, 2017 (principal hedge only for the 2020 Notes); and R$58.8 million of interest on the 2020 Notes paid in Jan'17.

2019 Debenture:

R$3.0 billion senior unsecured non-convertible debentures, at a cost of 104.25% of the DI rate and with semi-annual interest. This debenture has final maturity on December 1st, 2019, with a 50% principal payment on December 1st, 2018.

2018 Loan:

USD125 million senior unsecured bilateral loan at a 2.57% per annum interest, with equal monthly amortization of USD10.4 million plus interest and final maturity on January 2nd, 2018. The Company will adopt the cash flow hedge accounting method, by matching the payments of this loan with most of the USD denominated revenues from the trading activity of derivatives contracts, such as FX rates and Interest rates in USD.

2020 Notes:

USD612 million senior unsecured notes issued abroad in Jul'10 with final bullet maturity on July 16th, 2020, and semi-annual interest of 5.50%. In Mar'16, the principal amount of the 2020 Notes was hedged against changes in the Brazilian Real vs US Dollar exchange rate through swaps. Additionally, in Sep'16, the Company entered into non-deliverable forwards (NDFs) to hedge certain coupons from FX variations.

Financial Result: R$188.2 million in 4Q16, a decrease of 35.1% over the previous year's fourth quarter.

Financial income: totaled R$328.4 million in 4Q16, 2.3% lower year-over-year. The year-over-year comparison was impacted by R$173.4 million related to special dividends received from CME Group in 4Q15.

Financial expenses: amounted to R$140.2 million, 201.5% higher over 4Q15, mainly explained by: (i) R$67.6 million related to derivatives to hedge the 2020 Notes11; (ii) R$17.6 million connected to interest on the debentures issued in Dec'16; and (iii) R$11.1 million related to the stand-by facilities amounting to R$2.7 billion, which were not drawn, in connection with the transaction with Cetip.

Income tax and social contributions: totaled R$425.4 million (positive) in 4Q16, mainly explained by: (i) reversal of income tax provision of R$431.7 million12 (positive), due to the review of the cost base applied to calculate the capital gain on the divestment in CME Group shares (executed in Sep'15 and Apr'16), which impacted the current and deferred income taxes; and (ii) tax benefit amounting to R$175.0 million as result of the distribution of R$514.7 million in interest on capital within the quarter.

Additionally, in 4Q16, cash taxes totaled R$14.1 million and temporary differences from the amortization of goodwill for tax purposes amounted to R$135.3 million.

Net income (attributable to shareholders): totaled R$927.9 million in 4Q16. The comparison with the same period of the previous year is impacted by non-recurring items in both periods, in 4Q15, impacts related to the impairment; and in 4Q16, (i) reversal of previously recognized provision for income tax connected to the divestment from CME Group shares in Sep'15 and Apr'16, (ii) non-recurring expenses with personnel connected to stock grant expenses and (iii) expenses related to the proposed combination of activities with Cetip, as mentioned above.

Excluding non-recurring items that impacted the Company's results, the quarterly net income would have amounted to R$524.9 million.

4Q16 and 4Q15 non-recurring items (in R$ millions)

)

CAPEX: capital expenditures totaled R$66.5 million in 4Q16, of which R$60.5 million was invested in technology and infrastructure, particularly in the equities phase of the new integrated BM&FBOVESPA Clearinghouse. In 2016, capital expenditures reached R$223.7 million, within the 2016 CAPEX budget range (R$200 million - R$230 million).

Interest on Capital: on February 17th, 2017, the Company's Board of Directors did not approve any additional distribution to shareholders since it had approved the payment of interest on capital of R$368.0 million in Dec'16. In FY16, distributions to shareholders totaled R$900.0 million, which represent a 62.2% payout ratio, considering the IFRS net income attributed to BM&FBOVESPA shareholders.

BM&F segment: ADV for the derivatives market reached 3.8 million contracts in 4Q16, an increase of 55.9% in comparison with 4Q15. This performance was driven by higher volumes in Interest rates in BRL contracts (+68.8%) and Mini contracts (+113.4%).

Average RPC was R$1.092, down 35.8% year-over-year. This reduction reflects: (i) lower RPC in all groups of contracts; and (ii) changes in the mix of contracts traded, with higher participation of Mini contracts, given that these contracts have a significantly lower average RPC.

11 In Mar'16, the Company entered into swap transactions to hedge the 2020 Notes principal amount in foreign currency, switching the exchange variation risk to a short position in local interest rates. In Sep'16, the Company entered into NDFs (non-deliverable forwards) to hedge certain 2020 Notes coupons from exchange rate variation. See Financial Statement Note 4.d - Fair value hedge and Cash flow hedge.

12 Composed by R$381.7 million in reversal of provision and R$50.0 million connected to deferred tax credit.