BM&FBOVESPA S.A. - Bolsa de Valores, Mercadorias e Futuros

CNPJ nº 09.346.601/0001-25
NIRE 35.300.351.452
Public Company

MATERIAL FACT

Share Buyback Program

BM&FBOVESPA S.A. - BOLSA DE VALORES, MERCADORIAS E FUTUROS ("Company"), in compliance with the provisions of article 157, paragraph 4th, of the Brazilian Securities and Exchange Comission, hereby announces that the Board of Directors of the Company, at the meeting held today, given the end of the current Program due to the repurchase of the total number of shares of that program, has approved the purchase of Company's shares under the following terms ("Share Buyback Program"), in accordance with the provisions of CVM Instruction No. 10/80:

Company's purpose with the Share Buyback Program: maximize value generation for shareholders through an efficient management of the capital structure

Maximum number of shares to be purchased: 100,000,000 of common shares representing 5.40% of the Company's total outstanding shares;

Deadline for the purchase of Company's shares within the scope of the Share

Buyback Program: 321 days, starting from February 14, 2014 and ending December
31, 2014, with actual repurchase dates to be decided by the Executive
Management;

Number of free floating shares pursuant to the definition given by article 3, item III, of CVM Instruction Nº 361/2002: 1,853,567,260;

Financial Institutions that will act as intermediary: (a) Credit Suisse Brasil S.A. CTVM, located at Rua Leopoldo Couto de Magalhaes Junior 700, 10th floor, São Paulo, State of São Paulo; (b) UBS Brasil CCTVM S.A., located at Rua Leopoldo Couto Magalhães Júnior 758, 10th floor, district of Itaim Bibi, São Paulo, State of São Paulo; (c) XP Investimentos CCTVM S.A., located at Avenida das Américas 3434, Tower 7, 2nd floor, Rio de Janeiro, State of Rio de Janeiro; (d) Morgan Stanley CTVM S.A., located at Avenida Brigadeiro Faria Lima 3,600, 6th floor, São Paulo, State of São Paulo; (e) Merrill Lynch S.A. CTVM, located at Avenida Brigadeiro Faria Lima, 3.400 conjunto
161, parte A, São Paulo, State of São Paulo; (f) Goldman Sachs do Brasil CTVM S.A., located at Av. Presidente Juscelino Kubitschek, 510, 6º andar, São Paulo , State of São Paulo; (g) JP Morgan CCVM S.A., located at Avenida Brigadeiro Faria Lima,
3.729, 13º andar (parte), São Paulo, State of São Paulo; (h) Itaú CV S.A., located at
Avenida Brigadeiro Faria Lima, 3.400, 10º andar, São Paulo, State of São Paulo; (i)

Citigroup GMB CCTVM S.A., located at Avenida Paulista, 1111, 14º andar, São Paulo, State of São Paulo; and (j) Bradesco S.A. CTVM, located at Avenida Paulista, 1450, 7º andar, São Paulo, State of São Paulo.
The shares purchased within the scope of the Share Buyback Program shall be cancelled or used for the exercise of share purchase option by the beneficiaries of the Company's Stock Option Plan or any similar other plan approved by the shareholders meeting.
São Paulo, 13 de fevereiro de 2014.

Eduardo Refinetti Guardia

Diretor Executivo de Produtos e de Relações com Investidores

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