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1 BM&F BOVESPA PRESENTATION Oct 2008
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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 S.A. 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 of BM&FBovespa S.A. performance. The factors that might affect performance include, but are not limited to: (i) market acceptance of BM&F Bovespa SA services; (ii) volatility related to (a) the Brazilian economy and securities markets and (b) the highly-competitive industries that BM&FBovespa S.A. 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 SA 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 S.A. 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&F Bovespa SA 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.
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3 THE NEW COMPANY
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4 Timeline 2007 – Demutualizations and IPOs FebMay Oct Nov Integration Initiation Talks Bovespa Demutualization AugSep 2008 - Integration Jun Aug 28 th 20 th BM&F Demutualization Bovespa´s IPO BM&F´s IPO 19 th 8 th General Meeting 20 th Chairman and CEO Nomination Top Mgmt Nomination First Trading day of the new ticker: BVMF3 20 th 29 th Final Staff and Layoffs 26 th 30 th Nov 28 th General Meeting to incorporate BVSP and CBLC 18 th
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5 Market Data Indices Licensing Depository Securities Lending Clearing and Settlement Software Licensing Complete Array of Services High Competitive Edge Business Model Cash Market Trading Listing Derivatives Custody
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6 Gross Operating Revenues Breakdown 1Q082Q08 Others Bovespa 9.2% Trading and Clearing Bovespa 52.6% Others BM&F 1.4% Vendors and Others 2.8% Trading and Clearing Fees 34.0% Trading and Clearing Bovespa 55.7% Trading and Clearing Fees BM&F 31.5% Others Bovespa 8.3% Others BM&F 1.8% Vendors and Others 2.7% R$ 437.6 MillionR$ 483.6 Million
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7 Regulation in Brazil demands that all trades carried in exchanges must be matched at the beneficial owner level Internalization of orders is not allowed Our clearing houses act as central counterparty agents and we have the risk management at the investor level with mark to market (margin variation calls) done on daily basis All trades must be carried through a brokerage house (clearing agent), which is responsible for their clients risk and know your client policies Current regulation requires settlement, clearing and depository services to be provided to third parties on a commercial basis Regulatory Environment
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8 Trading, Registration & Clearing Model FX Cash Market Open outcry Electronic trading OTC registration FX Clearinghouse Derivatives Open outcry Electronic trading OTC registration Derivatives Clearinghouse Stocks and Corporate Bonds Electronic Trading OTC Registration CBLC Government Bonds Electronic trading OTC registration Securities Clearinghouse
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9 Risk Calculation and Collateral Pledged Risk calculation in almost real time (calculated every 15 minutes), updating the registered transactions and the requirement of additional collateral whenever necessary. Risk calculation based on stress testing. When it comes to the Equities Clearinghouse (CBLC) and Derivatives Clearinghouses, risk calculation and collateral requirement are performed individually, according to each client or final beneficial owner. Collateral pledged in the Clearinghouse’s custody account, with segregation between the different clients. Legal Protection of Pledged Collateral Legal protection of the collateral held by clearinghouses against bankruptcy procedures and judicial blocking attempts by creditors Risk calculation and Pledge of Collateral
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10 Risk Management - Collaterals R$ billions ClearingsDepositedRequired Derivatives89.874.0 Cash Equities 24.113.0 FX3.91.2 Fixed Income1.40.3 Total in BRL Date: Oct 24 th, 2008 Public Bonds Letters of Credit Others* 79.9 5.0 4.9 67.4 3.6 3.0 Total in USD 119.2 51.6 81.9 35.4 * Collateral deposited in shares of stocks, bank CDs, gold, cash and quotes of funds
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11 Settlement directly with Central Bank of Brazil Even though the Clearinghouses are not banks, they have an exclusive settlement account in the Central Bank of Brazil to settle their transactions The direct settlement with the Central Bank of Brazil avoids the Clearinghouse’s exposure of credit risk offered by financial institutions. Short Selling When it comes to Equities Clearinghouse (CBLC), short selling occurs when an investor sells a security lent by another investor. The decision of lending shares is taken at the beneficiary owner level, who is entitled to the returns generated by the transaction. The borrowing of securities is centralized in the Clearinghouse, with collateral requirement higher than the security value (100%, plus amount equivalent to the security price variation risk) and daily mark to market. The Clearinghouse plays the role of the central counterparty, guaranteeing the return of borrowed securities. Settlement and Short Selling
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12 Launched in December 2000 Special listing segment of companies committed to better corporate governance standards, beyond those already established at current Brazilian regulation Instituted with the goal to increase the market credibility and investors’ confidence Becoming shareholders in these companies Providing better valuation Decision of joining NM is voluntary and market driven Listing - Novo Mercado
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13 Dispersion Shareholders rights maintain at least a 25% free float; adoption of special procedures in public offerings to enhance the dispersion of the company shares. Transparency only common shares; tag-along rights extend to all shareholders in the event of disposal of control; board of director with at least five members and a minimum of 20% independent board member; public tender offering in case of delisting or cancellation of the NM’s contract a statement of cash flows (company’s and consolidated) included in the quarterly financial reports and annual financial statements; annual financial statements in an international standard – IFRS or US GAAP; disclose information about the company’s securities traded by the controlling shareholders and the senior managers. Novo Mercado Rules
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14 Special Listing Segments Evolution 36.6% of total listed companies 57.8% of total market capitalization 66.4% of total traded value 164 19 24 31 33 37 36 44 7 10 14 20 92 18 3 3 7 2 2 44 102 2001200220032004200520062007Sep 2008 Level 1Level 2Novo Mercado
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15 Market Opportunities
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16 Number of investors – potential increase in the country and abroad (550 thousand active investors) Number of companies – potential increase of the Brazilian and Latin America listed companies (Around 450 Brazilian companies are listed and 9 foreign through BDRs) Turnover ratio – low ratio compared with the other exchanges Derivatives – new accessing gates will broad the investor basis Revisiting the pricing policy Opportunities
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17 Source: World Federation of Exchange (WFE) Exchanges Ranking in total Market Cap Cash Markets *From Jan to Sep, 2008
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18 Millions of contracts – from Jan to Jun 2008 Exchanges Ranking in total Volume Derivatives
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19 Turnover Velocity BM&FBovespa´s turnover is 60%
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20 New Listings Turnover 2005 2006 Total 2004 2007 ADTV of JULY 08 R$ millions Annualized Turnover (Avg. Market Cap) 62.6% 98.0% 104.5% 67.9% 121.7 115.0 162.7 387.2 IPOs 2008 129.4%137.9 2004-2008 924.5 80.8%
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21 Novo Mercado Período de 2004 a 2007 Fonte: BM&FBOVESPA. IPO evolution
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22 200220032004200520062007 4.9 2.4 1.2 0.8 0.6 1.6 2008 Jan-Sep 5.9 R$ Billions Bovespa´s trading evolution
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23 Bovespa´s Market Share 32.7% 46.5% 51.9% 55.1% 50,3% 44,8% 41.7% 51.6% 55.5% 55.3% 55.5%56.4% 61.5% 82.5% 72.3% 68.8% 59.3% 57,8% 67.5% 65,8% 70.0% 68,7% 70.4% 69.7% 75.6% 199920002001200220032004200520062007jan-08feb-08mar-08apr-08may-08jun-08jul-08aug-08 (BVSP vs NYSE) Only Companies with ADRs listed on NYSE(BVSP vs NYSE) All BVSP listed Companies 57.2% 58.0% 72.4% 70.7% 65.6% 63.6% 55.4% 50.8%
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24 Discounts of Trading Fees for BM&F segment's Products 40% through Brokerage Houses; 50% through DMA; and 70% for clients registered as Algorithm Traders. The Company will have a Base Table where the discount percentages will fall upon, temporarily, according to its characteristics and access to the Trading System, as indicated below, starting Nov 3 rd : This discount policy will result in neutral impact over the annualized income of the company. Starting on Feb. 2 nd, 2009, the fixed discount policy will be replaced by a volume incentive methodology, considering ranges of traded contracts and/or utilization of services, willing to provide greater benefits to the biggest customers. BM&F segment's former Pricing Policy terminated on Aug 25th 25% discount for trading and clearing fees applied to investors that held at least 10,000 BMEF3 stocks.
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25 Central Depository – New Pricing Structure The Central Depository will charge the following fees, on a monthly basis Custody account maintenance BRL 3.00 per inactive account BRL 6.50 per active account Per asset and value of the stocks BRL 1.00 per asset (ISIN code) Percentage of the average value registered at the account Average values below BRL 100,000 during the month will be exempted from this fee Custody transfer
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26 CME Order Routing Agreement and DMA Timeline Aug 3Q08 Sep traditional DMA IMPLEMENTED 29 th CME Order Routing agreement implementation (Order flow) Globex GTS 4Q08 OctNovDec DMA via direct connection Q109 2009 DMA via a provider FIRST PHASE SECOND PHASE THIRD PHASE FOURTH PHASE (For cash markets until the end of 09) 1 ST HALF 09 Co-location 20 th Mock test of CME order routing 30 th Traditional DMA figures until Sep 30th/08: (i) 3,000 to 4,000 trades per day (10-15% from total) (ii) 100,000 contracts per day (6% from total) (iii) Around 30 brokers certified
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27 Buyback Program – Main Features Approved by the Board on 09/24/2008 with shares acquired to be cancelled; Free float – 2,036,179,471 shares Buy back comprising 3.5% of the free float – 71.3 million shares One year program, starting on Sep 28 th, 2008
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28 Reconciliation of 1H08 Adjusted Results Minority Interest (607) Reported Income Before Taxes Operating Result Adjusted Net Margin by Goodwill Adjusted Net Income by Goodwill Income Tax and Social Contribution Non-Operating Income Financial Income, net Goodwill Amortization EBITDA Margin EBITDA Operating Margin Operating Expenses Net Revenues 57.6%39.8% 547,649457,244 563,349472,944 68.1%57.2% 476.584- (236,336)(212,174) 10,842 155,036 (81,105) (279,250)(369,655) 826,899 R$ Thousands 55.3%66.2% (81,105) 542,017632,422 Non Recurring Adjusted Net Margin Net Income 47.8%39.8% 395,479329,236 66,243 90,405 66,243 (24,162) 90,405 (24,162) 66,243 147,348
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29 BM&F Bovespa Investor Relations Site: www.bmfbovespa.com.br Phone numbers: 55 11 3233 2490/ 2847 E-mail: ri@bmfbovespa.com.brri@bmfbovespa.com.br
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