Annual Shareholders' Meeting - 04.18.2016 - Management Proposal

,
ANNUAL GENERAL MEETING OF

BM&FBOVESPA
4/18/2016
MANAGEMENT PROPOSAL AND GUIDELINES ON

PARTICIPATING IN GENERAL MEETING
Annual General Meeting of 4/18/2016
So Paulo
March 15, 2016
Dear Shareholder,
It is a great pleasure to invite you on behalf of the Board of Directors to participate in the
Annual General Meeting of Shareholders in BM&FBOVESPA S.A. Bolsa de Valores,
Mercadorias e Futuros convened for April 18, 2016, at 11:00 a.m., exceptionally not at its
head offices but at Rua XV de Novembro 275, in the city of So Paulo, State of So Paulo
State, in accordance with the Call Notice to be published on March 17, 2016 in the daily
newspaper Valor Econmico and the Dirio Oficial do Estado de So Paulo.
In this letter I would like to begin by stressing the many challenges faced by the Company
and the markets generally in 2015 with the markets managed by BM&FBOVESPA been
impacted distinctly by the deterioration of the Brazilian economy and the changes in the
global scenario. Increased volatility in the market and a sharp devaluation of the Brazilian
Real against the US Dollar had a positive effect on revenues from the BM&F segment. In
the Bovespa segment, however, we saw a major fall in the market value of listed
companies and, in consequence, in volumes traded.
Other revenues not related to volumes in the equities and derivatives markets also
increased during the year, mainly reflecting changes in the Companys commercial
policies, growth in the securities lending market and the Treasury
Direct (Tesouro Direto) platform, as well as currency devaluation, which had a positive
effect on market data revenues.
Thus, in spite of the challenges posed by the macroeconomic scenario, total revenues
rose 9.5% over 2014, reflecting the diversification of revenues and the soundness of the
Companys business model. This growth, combined with diligent expense control, results
an increase of 11.4% of the Company's operating results.
Another not operational important event which impacted the 2015 financial results was the
partial sale of 20% of the investment in CME Group shares, in due to reduce the
Companys balance sheet risk exposure, impacting the results positively.
Keeping the Management's commitment to return the Company's results to its
shareholders, over R$1.2 billion were distributed as payout in addition to the repurchase of
1.5% of the outstanding shares (R$ 286.8 million), which is equivalent to a total return of
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7.6% calculated over the average market capitalization of the Company within this year.
Aware of its inducing role for the development of the market covered by BM&FBOVESPA,
the Management understands that an important element of the process of maintaining a
strong and globally competitive capital market is the continuous improvement of the
corporate governance of the listed companies. In this sense, we work together with other
entities and industry experts in order to present a voluntary adherence program aimed at
mixed capital companies (state-owned enterprises) which may intend to improve their
corporate governance practices and be recognized for it. In addition, at the end of 2015 we
started a discussion process that will seek to improve the rules of the special listing
segments (Novo Mercado, Levels 1 and 2).
With regard to the strategic purposes of the Company, we also brought forward the new
unified clearing project (BM&FBOVESPA Clearing), which technological development of
the equity stage was completed in 2015. In addition, new products were launched and we
continued on initiatives that seek to expand the liquidity of listed products, such as the
expansion of market makers programs and the promotion of the securities lending
platform.
BM&FBOVESPA also focused on the continuous improvement of its corporate governance
practices. In this context, special note should be taken of the series of meetings held by
the CEO and Chairman with shareholders, at the General Meeting in which the Board of
Directors was renewed.
Finally, we believe BM&FBOVESPA remains well-positioned to capture the opportunities
for market growth, although it is important to acknowledge the challenges imposed by the
deterioration in macroeconomic scenario. Management remains focused on investing in
new products and technologies, which we believe have been fundamental for improving
the quality of the services we offer and diversifying revenues over recent years.
Moving on from these general remarks, please note that the topics to be discussed and
voted on at the Annual General Meeting are listed in the Call Notice and in the present
document, which contains Managements proposals and general guidelines on the
participation of shareholders in the meeting. Both this document and the Call Notice are
being disclosed to the market today.
Effective participation by Shareholders in these meeting is an opportunity to discuss and
vote on the items of the agenda, contributing to conscientious decisions based on the
information made available.
Management is committed to facilitating and encouraging Shareholder participation in
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general meetings. With this goal in mind, and to reinforce its commitment to fostering best
practice in corporate governance, BM&FBOVESPA will voluntarily make available a
remote voting system in accordance with CVM Instruction 481/2009, as amended. You will
find a detailed explanation of how you can vote by remote voting form below.
In addition, as it has done in recent General Meetings, BM&FBOVESPA will again offer an
electronic proxy voting system that can be accessed by registering at
www.assembleiasonline.com.br. This procedure is also explained in detail below.
You are cordially invited to read this document carefully, as well as other documents
relating to the meeting that have been placed at your disposal at the Companys head
office and on its Investor Relations website (www.bmfbovespa.com.br/ri/), on the Companys
main website (www.bmfbovespa.com.br), and on the website of CVM, the Brazilian
Securities Commission (www.cvm.gov.br).
Pedro Pullen Parente

Chairman of the Board of Directors

SUMMARY
CLARIFICATIONS AND GUIDELINES ................................................................... 6
A. Participation in Annual General Meeting ........................................................ 7
A.1. Personnal Participation ................................................................................. 8
A.2. Remote Voting Form ...................................................................................... 8
A.2.1. Remote voting via service providers......................................................... 9
A.2.2. Remote voting form delivered directly to the Company .......................... 9
A.3. Guidelines for Proxy Voting ........................................................................ 10
A.3.1. Electronic Proxies ..................................................................................... 10
A.3.1.1. Shareholders not yet registered at Assembleias Online .................... 11
A.3.1.2. Shareholders already registered with Assembleias Online ............... 12
A.3.2. Physical Proxies ....................................................................................... 12
A.3.2.1. Preregistration ....................................................................................... 15
A.4. Public Proxy Solicitations ........................................................................... 15
B.
MANAGEMENTS PROPOSAL ................................................................... 16
C.
DOCUMENTS PERTAINING TO THE ITEMS TO BE DISCUSSED AT THE
ANNUAL GENERAL MEETING OF BM&FBOVESPA ......................................... 24

MANAGEMENT PROPOSAL AND GUIDELINES ON PARTICIPATING IN

BM&FBOVESPAS ANNUAL GENERAL MEETING TO BE HELD ON
APRIL 18, 2016
CLARIFICATIONS AND GUIDELINES
This document contains Managements proposals and guidance to facilitate participation
by shareholders in the Annual General Meeting of BM&FBOVESPA called for April 4,
2016, as well as information about the agenda for this meeting.
The aim of this initiative is to ensure timely and transparent communication between the
Company and its shareholders while complying with the requirements of Law 6404, dated
December 15, 1976, as amended (Corporation Law), and CVM Instruction 481, dated
December 17, 2009, as amended (CVM Instruction 481).
In compliance with the aforementioned Corporation Law, therefore, BM&FBOVESPA
hereby convenes an Annual General Meeting as follows:
Date: April 18, 2016
Venue: Rua XV de Novembro, 275, So
Paulo, Brazil
Time: 11:00 a.m.
The order of business for the Annual General Meeting is as follows:
(1)
to receive Managements annual report, and to receive, review and judge the
Financial Statements as of and for the year ended December 31, 2015;
(2)
to consider the proposal on allocation of net income for the year ended December
31, 2015;
(3)
to elect a member of the Board of Directors; and
(4)
to set the aggregate compensation amount payable in 2016 to members of the
Board of Directors and Executive Officers.

Managements proposals for the above Annual General Meeting agenda, together with
information on each item, are set out in Section B.1 of this document.

A.
Participation in Annual General Meeting
Participation by shareholders in the Companys general meetings is of paramount

importance.
Please note that the Annual General Meeting cannot begin without the presence of
shareholders representing at least a quarter (1/4) of the Companys registered share
capital. If this quorum is not reached, the Company will publish a new Call Notice
announcing a new date for the Annual General Meeting to be held on second call, in which
case there is no legally established quorum.
Shareholders may participate in person, by duly constituted proxy, or by remote
voting system in accordance with CVM Instruction 481.
For the purpose of shareholder participation, the following documents must be filed
originals or authenticated copies will be accepted:
Individuals
Shareholders ID with photograph or proxys ID

with photograph and respective proxy form
Most recent constitutional documents (articles of

association or incorporation, bylaws etc.) and
Legal entities
power of attorney proving right of representation
Legal representatives ID with photograph
Most
recent
consolidated
fund
bylaws
and
constitutional documents of fund administrator or
Investment funds
manager, as applicable, proving compliance with

funds voting policy and power of attorney
proving right of representation
Legal representatives ID with photograph
NB: The Company will not require sworn translations of documents originally written in

Portuguese, English or Spanish, or documents in other languages accompanied by a

translation into any of these three languages. Accepted identification (ID) documents
include Brazilian identity cards (RG, RNE), Brazilian drivers licenses (CNH), passports,
and officially recognized professional or association membership cards; all must bear the
holders photograph.
A.1. Personnal Participation

Shareholders who wish to attend the Companys General Meetings in person are kindly
requested to come to Rua XV de Novembro, 275, on April 18, 2016, from 10:30 a.m.,
bearing the above documents.
A.2. Remote Voting Form

As announced in the Notice to the Market issued on January 15, 2016, the Company will
voluntarily adopt the remote voting system established by article 21-A of CVM Instruction
481, as amended by CVM Instruction 561/2015. In 2016 the special procedures for postal
voting established by CVM Deliberation 741/2015 will apply to the Companys
shareholders meetings in addition to the procedures established by CVM Instruction 481.
As of now, therefore, shareholders may send voting instructions for the Annual General
Meeting agenda:
(i)
by instructing their custody agent (if the agent provides this service) on
completion of the remote voting form, in the case of shareholders who hold
shares deposited with a central securities depository; or
(ii)
by completing the remote voting form and sending it directly to the Company in
accordance with the instructions in Attachment I to this document, in the case of
all shareholders.
With the exception provided for in CVM Instruction 481, in the event of divergence
between a remote voting form received directly by the Company and voting instructions
contained in the consolidated voting map sent by the Central Securities Depository for the
same federal taxpayer number (CNPJ or CPF), the voting instructions contained in the
voting map will prevail and the form received directly by the Company will be disregarded.
Shareholders may change their voting instructions as many times as they deem necessary
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during the voting period. The last voting instruction will be considered in the Companys
voting map.
Once the voting period is closed, shareholders may no longer change the voting
instructions already sent. Any shareholder who considers a change necessary must attend
the Annual General Meeting personally, bearing the required documents described above,
and ask for the voting instructions sent by remote voting form to be disregarded.
A.2.1. Remote voting via service providers

Shareholders who opt to exercise their voting rights through a service provider must
transmit voting instructions to their custody agent in accordance with the rules established
by the custody agent, and the custody agent will then deliver the shareholders votes to
BM&FBOVESPAs Central Securities Depository. To this end, such shareholders should
contact their custody agent to find out what procedures have been established for them to
issue voting instructions, and also to be told what documents and other information are
required.
In accordance with CVM Instruction 481, as amended, shareholders voting instructions
must arrive at their custody agent not later than seven (7) days before the General
Meeting, i.e. by April 12, 2016 inclusive, unless a different deadline is set by the custody
agent
Also in accordance with CVM Instruction 481, BM&FBOVESPAs Central Securities
Depository will ignore a shareholders voting instructions it receives via a custody agent if
they conflict with instructions issued with the same federal taxpayer number (CNPJ or
CPF).
A.2.2. Remote voting form delivered directly to the Company

Shareholders who opt to exercise their voting rights by post may choose instead to send
their form directly to the Company. If so, they must deliver the following documents to
BM&FBOVESPAs Investor Relations Department at Rua XV de Novembro, 275, 5 andar,
Centro, CEP: 01013-001, So Paulo/SP Brazil:
(i)
a physical copy of Attachment I hereto, completely filled out, initialed and signed;
(ii)
authenticated copies of the documents described in the chart in item A above, as

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applicable.
Shareholders who prefer to do so may digitize the above documents mentioned in (i) and
(ii) and send them by email to ri@bmfbovespa.com.br, in which case they must also mail
the original remote voting form and authenticated copies of the required documents by
April 14 to BM&FBOVESPA at Rua XV de Novembro, 275, 5 andar, Centro, CEP: 01013001, So Paulo/SP Brazil.
When the Company receives the above documents mentioned in (i) and (ii), it will notify
the shareholders concerned and tell them whether or not the documents have been
accepted in accordance with CVM Instruction 481, as amended.
If any form is sent directly to the Company and not completely filled out or accompanied by
the requisite documents as per item (ii) above, it will be disregarded and the shareholder
concerned will be notified by an email message sent to the address furnished in item 3 of
the ballot paper.
The documents mentioned in (i) and (ii) must be filed and time-stamped at the Company
not later than four (4) days before the date of the General Meeting, i.e. by April 14, 2016
inclusive. Ballot papers received by the Company thereafter will be disregarded.
A.3. Guidelines for Proxy Voting

A.3.1.
Electronic Proxies
To facilitate and encourage participation by its shareholders, BM&FBOVESPA will again

offer an online proxy voting system (Assembleias Online) through which shareholders can
vote by proxy through the proxy holders designated by the Company on all items of the
agenda for the Annual General Meeting, by means of a valid private digital certificate or
the Brazilian Public Key Infrastructure (ICP-Brasil), in accordance with Provisional
Measure (Medida Provisria) 2200-2, dated August 24, 2001.
To vote via the internet, shareholders must register at www.assembleiasonline.com.br and
obtain a digital certificate free of charge. The procedure for this is detailed below and may
be followed as of today.
Proxies granted via the electronic platform will be distributed to three proxy holders
designated by the Company as detailed in A.3.2 below.
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A.3.1.1.
Shareholders not yet registered at Assembleias Online
Step 1 Registration on the portal:

a) Go to www.assembleiasonline.com.br, click on Registration and Certificate and select
the appropriate profile (individual investor or institutional investor);
b) Complete the registration form, click on Register, and confirm the details. You will then
access the Instrument of Agreement, Ownership and Liability, which must be printed,
initialed on all pages, and signed. The signature must be notarized.
Shareholders who already own a digital certificate issued by ICP-Brasil may simply
register and digitally sign the Instrument of Agreement, in order to be entitled to vote online
via the Assembleias Online portal. In this case, skip Step 2 and go straight to Step 3.
Step 2 Validate registration and receive private digital certificate:
a) The shareholder will receive an email message from Assembleias Online with a list of
the documents required to validate registration, including the Instrument of Agreement. All
documents must be mailed to Assembleias Online at the postal address supplied in the
email message.
b) Assembleias Online checks that the documentation is all in order and sends another
email message detailing the procedure for issuance of the Assembleias Online Digital
Certificate.
c) Once the digital certificate has been issued, the shareholder will be able to vote online
in BM&FBOVESPAs General Meeting.
Step 3 Electronic proxy form:
a) Having completed the previous steps, shareholders exercise their right to vote by
electronic
proxy
by
logging
on
to
www.assembleiasonline.com.br,
selecting
BM&FBOVESPAs General Meeting, voting, and digitally signing the proxy form.
b) Shareholders will receive a receipt confirming their votes by email from Assembleias
Online.
Shareholders can electronically appoint proxies via Assembleias Online between March
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30, 2016 and 6:00 p.m. on April 15, 2016.
A.3.1.2.
Shareholders already registered with Assembleias Online
Shareholders who have previously performed Steps 1 and 2 of A.3.1.1 above should
check the validity of their digital certificate. Digital certificates that have expired must be
renewed in order to for the holders to vote.
To renew a digital certificate issued by Certisign, the shareholder must log on to
Assembleias Online, choose Registration & Certificate on the header menu, and go
through the digital certificate renewal procedure.
Once the validity of the digital certificate is confirmed, shareholders will be accredited to
appoint proxies via Assembleias Online by following the instructions on the website
(www.assembleaisonline.com.br) and in Step 3 of A.3.1.1 above.
A.3.2. Physical Proxies

Straightforward conventional proxy voting also remains available via physical proxy.
In this case, according to Law 6404, article 126 (1), proxies appointed by individual
shareholders to vote in the Annual General Meeting must have been constituted less than
a year previously and must be either (i) a shareholder in the Company, (ii) a lawyer, (iii) a
financial institution, or (iv) an officer of the Company.
In the case of corporate shareholders (legal entities), in compliance with the decision of a
plenary meeting of CVM, the Brazilian Securities Commission, on November 4, 2014
(Processo CVM RJ2014/3578) the Company does not require proxies to be either (i) a
shareholder in the Company, (ii) a lawyer, (iii) a financial institution, or (iv) an officer of the
Company. However, such shareholders must be represented in accordance with their
constitutional documents.
For shareholders who cannot be represented by proxies of their our choice, the Company
offers three proxy holders who can represent them in strict conformity with the voting
instructions issued by the shareholder concerned:
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1) To vote FOR the resolutions or proposals on the agenda:

Snia Aparecida Consiglio Favaretto, Brazilian, married, journalist, domiciled at
Praa Antonio Prado, 48, in the city and state of So Paulo, identity card no. RG
15.895.199-2 SSP/SP, federal taxpayer no. CPF/MF 091.199.808-09
2) To vote AGAINST the resolutions or proposals on the agenda:
rico Rodrigues Pilatti, Brazilian, single, lawyer, domiciled at Praa Antonio Prado,
48, in the city and state of So Paulo, bar association no. OAB/SP 235.366, federal
taxpayer no. CPF/MF 221.402.578-20.
3) To ABSTAIN on the resolutions or proposals on the agenda:
Andr Grunspun Pitta, Brazilian, married, lawyer, domiciled at Praa Antonio Prado,
48, in the city and state of So Paulo, bar association no. OAB/SP 271.183, federal
taxpayer no. CPF/MF 316.939.698-66.
To assist shareholders in proxy voting, we offer the proxy form template shown below.
The Company will not require shareholders or their legal representatives to have
signatures notarized on proxy forms or to have proxy forms consularized, and will not
require sworn translation for proxy forms and documents originally written in or translated
into Portuguese, English or Spanish
PROXY FORM TEMPLATE
PROXY APPOINTMENT FORM

[SHAREHOLDERS NAME], [ID AND OTHER DETAILS] (Grantor), being a
shareholder in BM&FBOVESPA S.A. - Bolsa de Valores, Mercadorias e
Futuros (Company), hereby appoint the following as my proxies:
Snia Aparecida Consiglio Favaretto, Brazilian, married, journalist, domiciled
at Praa Antonio Prado, 48, in the city and state of So Paulo, identity card no.
RG 15.895.199-2 SSP/SP, federal taxpayer no. CPF/MF 091.199.808-09, to
vote FOR the resolutions or proposals on the agenda in accordance with the
express instructions established below by me as Grantee;
rico Rodrigues Pilatti, Brazilian, single, lawyer, domiciled at Praa Antonio
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Prado, 48, in the city and state of So Paulo, bar association no. OAB/SP
235.366, federal taxpayer no. CPF/MF 221.402.578-20, to vote AGAINST the
resolutions or proposals on the agenda in accordance with the express
instructions established below by me as Grantee;
Andr Grunspun Pitta, Brazilian, married, lawyer, domiciled at Praa Antonio
Prado, 48, in the city and state of So Paulo, bar association no. OAB/SP
271.183, federal taxpayer no. CPF/MF 316.939.698-66, to ABSTAIN on the
resolutions or proposals on the agenda in accordance with the express
instructions established below by me as Grantee.
I hereby grant the above proxies power of attorney to attend the Annual General
Meeting of the Company called for April 18, 2016, at 11:00 a.m., exceptionally
not at its head offices but at 275 Rua XV de Novembro, in the city of So Paulo,
So Paulo State, to sign the shareholder attendance register, and to examine,
discuss and vote on proposals and resolutions on my behalf as Grantee, in strict
conformity with the instructions established below regarding each item of the
agenda.
Agenda
(1) To receive Managements annual report, and to receive, review and judge
the Financial Statements as of and for the year ended December 31, 2015;
For ( ) Against ( ) Abstain ( )
(2) To consider the proposal on allocation of net income for the year ended
December 31, 2015, as proposed by Management;
(3) Election of a member of the Board of Directors restoring the quantity of
members of Board of Directors set forth in the Bylaws, as proposed by
Management;
(4) To set the aggregate compensation amount payable in 2016 to members of
the Board of Directors and Executive Officers.
The power of attorney hereby granted shall be used exclusively for attendance
of the Annual General Meeting on first call, and if necessary on second call, and
for voting as instructed above, with no rights or obligations to take any action
other than that required to carry out the aforementioned mandate. The above
proxies are hereby authorized to abstain from discussing or voting on any matter
regarding which in their opinion they have not received sufficiently specific
instructions.
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This instrument of proxy appointment shall be valid only for the general meetings
of the Company cited herein, whether held on first or second call.
[City], [month] [day], [2016]
_____________________________
[Signature]
For: [name]
[job title]
A.3.2.1. Preregistration
Documents accompanying physical proxy forms, as per A and A.3.2 above, may be
filed with BM&FBOVESPA at its head offices up to the scheduled time for General Meeting
to begin.
However, please file these documents as soon as possible as of March 30, 2016, in order
to facilitate shareholder access to the General Meeting.
The documents must be delivered to the following address, Investor Relations Office, Rua
XV de Novembro, 275, 5 andar, Centro, CEP: 01013-001, So Paulo/SP, Brazil, e-mail:
ri@bmfbovespa.com.br.
A.4. Public Proxy Solicitations

Any shareholder who represents one half of one per cent (0.5%) of the Companys
registered share capital or more may post a public proxy solicitation on the Assembleias
Online system, in accordance with Law 6404 and CVM Instruction 481.
Public proxy solicitations must be accompanied by a draft power of attorney as well as the
information and other documents required by CVM Instruction 481, especially in Annex 23,
and delivered to Daniel Sonder, Chief Financial & Investor Relations Officer, at Praa
Antonio Prado, 48, 7 andar, Centro, CEP: 01010-901, So Paulo/SP, Brazil.
In accordance with the applicable legal rules, the Company will respond to public proxy
solicitations submitted by shareholders within two (2) business days, giving them the same
visibility on the Assembleias Online system as the other documents published by the
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Company.
Neither the Company nor Management shall be held liable for the veracity of the
information contained in public proxy solicitations by shareholders.
B.
MANAGEMENTS PROPOSAL
The Management of BM&FBOVESPA submits the proposal described below to the Annual
General Meeting to be held on April 18, 2016.
B.1. Items to be discussed at the Annual General Meeting of BM&FBOVESPA

The Corporation Law (Law 6404) requires public companies to hold an annual general
meeting of shareholders within four months of the end of each financial year to discuss
and vote on the financial statements for the year, net income allocation, the compensation
paid to executive officers, and the election of new board members, if any.
Managements clarifications regarding each item of the proposal to be discussed at the
Annual General Meeting to on April 18, 2016, are detailed below.
Item 1
To receive Managements annual report, and to receive, review and judge
the Financial Statements as of and for the year ended December 31, 2015.
Managements Discussion & Analysis and the financial statements drawn up by the
Management of BM&FBOVESPA for the financial year ended December 31, 2015,
accompanied by the independent auditors report and the Audit Committees report, were
published on February 19, 2016, in the newspaper Valor Econmico and Dirio Oficial do
Estado de So Paulo and approved by the Companys Board of Directors on February 18,
2016.
Financial Statements
The financial statements express the Companys economic and financial situation, and the
changes in net worth that occurred during the financial year, enabling shareholders to
assess BM&FBOVESPAs financial health and profitability.
The methodologies used to prepare the financial statements are based on the international
financial reporting standards (IFRS) issued by the International Accounting Standards
16

Board (IASB) and interpretations issued by the International Financial Reporting

Interpretations Committee (IFRIC), as implemented in Brazil through the Brazilian
Accounting Pronouncements Committee (CPC) and its technical interpretations and
guidelines, which are approved by the Brazilian Securities Commission (CVM). These
financial statements comprise the balance sheet, income statement, comprehensive
income statement, statement of changes in equity, cash flow statement, and value added
statement. The financial statements are supplemented by explanatory notes designed to
help shareholders analyze and understand the financial statements.
Managements Discussion & Analysis
The Managements Discussion & Analysis presents financial information, covering the key
items in the income statement for the previous financial year, for example, as well as nonfinancial, statistical and operational information, such as information on the workforce,
subsidiaries and affiliates, social responsibility, corporate governance, and the capital
markets in general.
Independent Auditors Report
Ernst Young Auditores Independentes examined the financial statements and concluded in
its report that in all material respects they accurately and fairly represent the financial and
equity positions of BM&FBOVESPA and its subsidiaries and affiliates as at December 31,
2015.
Documents presented by Management
The following documents relating to this item of the agenda are available to shareholders
at the Companys head offices, on its investor relations portal, and on the websites of
BM&FBOVESPA and CVM:
(a) Managements Discussion & Analysis;
(b) Financial Statements for 2015 fiscal year;
(c) Directors comments on BM&FBOVESPAs financial situation required by item 10 of
the Reference Form, in accordance with CVM Instruction 480, dated Dec. 7, 2009,
as amended (CVM Instruction 480), and reproduced as Attachment II to this
document;
(d) Independent Auditors Report;
17

(e) Standardized Financial Statement Form (DFP);

(f) Audit Committees Report presenting the committees 2015 findings and activities.
Item 2
To consider the proposal on allocation of net income for the year ended
December 31, 2015, as proposed by Management

BM&FBOVESPAs net income in the financial year ended Dec. 31, 2015, amounted to
R$2,202,238,045.10. This is after-tax net income (i.e. after deduction of provision for
corporate income tax and social contributions).
At a meeting held on Feb. 18, 2016, the Board of Directors approved a proposal to allocate
this net income for the financial year ended on Dec. 31, 2015, as follows:
(i)
R$1,242,614,000.00 to the mandatory dividend, which has already been paid to

shareholders as intermediate dividend and interest on shareholders equity for
2015 fiscal year in the amount of R$223,581,000.00 and R$1,019,033,000.00
respectively;
(ii)
R$959.624.045,10 to the statutory reserve for investment and to replenish the

Companys safeguard funds and mechanisms..
The net income allocation information required by Annex 9-1-II of CVM Instruction 481 can
be found in Attachment III to this document.
Item 3
To elect a member of the Board of Directors
The present members of BM&FBOVESPAs Board of Directors were elected at the Annual
General Meeting held on March 30, 2015, for a term lasting until the 2017 Annual General
Meeting.
One of the members elected on that occasion, Mr. Andr Santos Esteves, resigned
irrevocably and irreversibly from the Board on November 29, 2015. Thus, given such
vacancy, on 2/26/2016 the Board of Directors nominated, as per the recommendation of
the Nomination and Governance Committee and pursuant to article 27 of the bylaws, Mr.
Larcio Jos de Lucena Cosentino to serve until the next General Meeting of the
Company, when the shareholders should deliberate on his election to compose the Board
to its full complement and serve a full term until the 2017 Ordinary General Meeting, in line
18

with the terms of the other Board members. Considering that the Annual General Meeting
addressed in the present document consists of the General Meeting that follows such
resolution of the Board, the Board of Directors proposes, as described above, and as per
the recommendation of the Nomination and Governance Committee, the election of Mr.
Larcio Jos de Lucena Cosentino to serve for the remaining term, that is, until the 2017
Ordinary General Meeting, as an independent member.
The nominees academic qualifications and professional experience are summarized
below.
Larcio Jos de Lucena Cosentino, 55 years old
Founder and CEO of TOTVS, Latin Americas largest enterprise software, platform and
consultancy company, Larcio Cosentino, 55, graduated in electrotechnical engineering
from the University of So Paulo. His career and history have been mainly devoted to the
IT sector, especially with the founding of TOTVS in 1983. Since then the company has
become absolute leader in Brazil and present in 41 countries. Today Cosentino is one of
the leading players in the Brazilian software market, actively working to defend and
strengthen the IT industry. Besides leading the company, he chairs the Executive
Committee of the Brazilian Association of Information & Communication Technology
Companies (Brasscom), and the Boards of Directors of Instituto Empreender Endeavor
and Mendelics, among other activities.
Unless the General Meeting approves an exception, candidates for election to the Board of
Directors must comply with legal and regulatory requirements and with the criteria set out
in article 22 (4) of BM&FBOVESPAs Corporate Bylaws: (a) they must be more than 25
years old; (b) they must have an unblemished reputation and be familiar with the markets
managed by BM&FBOVESPA and/or its subsidiaries, as well as being well-versed in other
knowledge areas specified in the Boards bylaws; (c) they must not have spouses, life
partners or first- or second-degree relatives in management positions at or employed by
BM&FBOVESPA or its subsidiaries; (d) they must not be employees or officers of a
company that can be considered a competitor of BM&FBOVESPA or its subsidiaries, and
must not have, or represent anyone who has, interests that conflict with those of
BM&FBOVESPA and its subsidiaries persons who meet all the following criteria
cumulatively are presumed to have interests that conflict with the companys: (i) being
19

elected by a shareholder who also elected a member of the Board of Directors of a

competitor, and (ii) having a relationship of subordination to the shareholder who elected
them; and (e) they must be effectively available to perform the duties of a Board member,
regardless of the offices they may hold in other entities, as board members and/or
executives. Mr. Larcio Cosentino meets all the requirements established by the
Corporate Bylaws, according to a verification performed before he was nominated for
membership of the companys Board of Directors by means of a declaration that he has
signed and that is at the disposal of shareholders together with the Call Notice for the
General Meeting.
The bylaws of BM&FBOVESPAs Board of Directors, in turn, establish that in making
nominations the Board must seek candidates who, besides meeting the applicable legal
and regulatory requirements and the criteria laid down in the Companys own internal
rules, have experience and knowledge, practical or academic, in at least one of the
following
areas:
administration,
auditing
and
accounting,
economics,
finance,
management, legislation and regulation, risk, and information technology. Mr. Larcio Jos
de Lucena Cosentinos knowledge in the area of information technology is widely
recognized.
Rules on the composition of the Board of Directors

A majority of the Board of Directors must be independent members according to CVM
Instruction 461. Mr. Larcio Jos de Lucena Cosentino is a candidate for the position of
independent Board member.
As defined in this Instruction, an independent board member is one who has no links with
(i) the company, its direct or indirect parent company, or any of its subsidiaries and
affiliates; (ii) management of the company, its direct or indirect parent company, or any of
its subsidiaries; (iii) any person authorized to operate in the markets managed by the
company; and (iv) any holder of 10% or more of the companys voting stock.
Moreover, according to the rules for the Novo Mercado segment on which the company
trades, an independent Board member is one who (i) has no links with the company
except ownership of its stock; (ii) is neither a controlling shareholder, nor a spouse or firstor second-degree relative of a controlling shareholder, and for the past three (3) years has
20

had no links with any company or entity related to a controlling shareholder (links with
public education and/or research institutions are excluded from this restriction); (iii) for the
past three (3) years has been neither an employee nor a director of the company, a
controlling shareholder, or a corporate entity controlled by the company; (iv) is not a direct
or indirect supplier or buyer of the companys services and/or products to an extent that
may entail loss of independence; (v) is not an employee or executive officer of a company
or entity that is offering to supply or buy the companys services and/or products to an
extent that may entail loss of independence; (vi) is not a spouse or first- or second-degree
relative of any executive officer of the company; and (vii) receives no remuneration from
the company other than the compensation paid to Board members (earnings on company
stock are excluded from this restriction).
The Corporate Bylaws state that an independent Board member is one who (i) meets all
the independence criteria established by the Novo Mercado Listing Rules and CVM
Instruction 461/07; and (ii) does not directly or indirectly own more than 7% of the
companys total stock or voting stock and has no links with any shareholder who does own
more than said percentage.
In compliance with article 10 of CVM Instruction 481, information about candidates for
election to the Board of Directors put forward by Management must be disclosed in items
12.5-12.10 of the Reference Form required by CVM Instruction 480 and are included in the
present document as Attachment IV.
Item 4
To set the aggregate compensation amount payable in 2016 to members of
the Board of Directors and Executive Officers

At a meeting held on Feb. 18, 2016, the Board of Directors decided to propose to the
Annual General Meeting overall annual compensation of up to R$9,074 thousand for the
Board of Directors and up to R$40,153 thousand for the Executive Officers. The proposal
refers to the period January-December 2016.
A detailed breakdown of the proposed global compensation is shown below to facilitate
analysis by shareholders:
21

Proposal for Director and Officer Compensation in 2016 fiscal year (R$ million)
ADMINISTRATORS
Fixed
Remuneration
Board Members
7.257
Executive Officers
Total
5.606
12.863
Short-Term
Variable
Remuneration
0
Long-Term
Variable
Remuneration
1.817
1.075
1.075
12.605
12.065
20.867
22.684
Benefits
TOTAL
9.074
40.153
49.227
Fixed Remuneration
The fixed remuneration paid to Executive Officers consists of thirteen (13) salaries per
year and corresponding vacation pay, adjusted annually in accordance with a collective
agreement.
Members of the Board of Directors are paid a fixed monthly fee, plus an additional fixed
monthly fee for participating in the Boards advisory committees. The Chairman of the
Board receives an additional fixed semiannual fee.
Benefits
The benefits package, including medical and dental care, life insurance, meal tickets, a
pension fund, use of a motor vehicle, regular checkups and use of a cell phone, is
designed to be attractive and minimally compatible with market standards for the
performance of similar duties.
Short-Term Variable Remuneration
The following performance indicators are taken into account in determining short-term
variable remuneration: (i) the Companys variable remuneration policy, which is based on
the concept of salary multiples varying with the level of each position; (ii) individual
performance assessments; and (iii) the Companys global performance indicators, as
described below.
In 2016, the total amount of short-term variable remuneration established by the Board of
Directors for payment to administrators and employees of the Company during 2016 fiscal
year will be calculated on the basis of the Companys adjusted EBIT, excluding the
expenditure incurred with the Companys Stock Grant Plan (principal, social security
contributions and related employment charges). It must comply with the adjusted
22

expenditure cap established in the annual budget and must represent 4.2% of this result if
the expenditure target set by the Board of Directors is met. Should actual expenditure
exceed the amount budgeted for 2016 fiscal year, a reduction factor will be applied to the
percentage of adjusted EBIT to be distributed to administrators and employees.
Part of the total amount of short-term variable remuneration calculated as described above
will be allocated to the Executive Officers and distributed on the basis of salary multiples
according to level and individual performance. The above proposal to allocate
R$12,605,000 assumes maximum individual performance. However, actual individual
performance assessments will be performed at the end of the financial year.
Long-Term Variable Remuneration
Long-term variable remuneration consists of stock grants awarded under the Stock Grant
Plan approved by the Extraordinary General Meeting held on May 13, 2014. Stock grants
are awarded on the basis of indicators relating to the Companys overall results and the
individuals level of responsibility, potential and performance, with the aim of aligning the
interests of the administrators with those of the Company and its shareholders over the
long term and also to retain key personnel in the Company.
In the case of stock awards to Executive Officers, there is a mandatory minimum period of
three (3) years between the date on which the stock is awarded and the last date on which
shares are transferred. In addition, there is a mandatory minimum period of twelve (12)
months (i) between the date on which the stock is awarded and the first date on which
shares are transferred, and (ii) between each of the dates on which shares are transferred
after the first transfer.
For approximately 30% of the total amount of long-term variable remuneration, stock will
be awarded only if the Executive Officers concerned undertake to purchase a matching
amount of Company shares and hold them for the mandatory minimum period as a
condition for effectively receiving the stock.
The Board of Directors has also ruled that stock grants for any given financial year will
always be made at the start of the next financial year. Thus the stock grants for 2015 fiscal
year will take effect only in January 2016, with an impact on the Companys expenditure
between fiscal year 2016 and completion of the program.
23

The Board of Directors therefore approved two stock grant programs under which stock
will be awarded on January 8, 2016, for 2016 fiscal year: the 2015 BVMF Stock Grant
Program and the 2015 BVMF Additional Stock Grant Program.
The estimate for Executive Officers is R$13,210,000 under the 2015 BVMF Stock Grant
Program and R$7,657,000 under the 2015 BVMF Additional Stock Grant Program, with
grants being awarded only if Executive Officers undertake to purchase a matching amount
of Company shares.
The Stock Grant Plan also provides for a specific mechanism to award stock grants to
members of the Board of Directors, who may receive an annual total of up to 172,700
shares, representing R$1,817,000 on January 8, the date of the award. This is for linear
distribution among the Board members. The grant is made in a single lot and there is a
mandatory minimum period of two (2) years following the end of an individuals term of
office as Board member until transfer is effective.
The values proposed as long-term variable remuneration do not include the social security
contributions and other employment charges arising from the effective transfer of stock.
The information on remuneration of administrators disclosed in item 13 of the Reference
Form, as required by CVM Instruction 480, can be found in Attachment V to the present
document.
C.
Documents pertaining to the items to be discussed at the Annual
General Meeting of BM&FBOVESPA
The following documents are at the disposal of shareholders at the Companys head
offices, on its investor relations portal (www.bmfbovespa.com.br/ri/), and on the websites
of BM&FBOVESPA (www.bmfbovespa.com.br) and CVM, the Brazilian Securities
Commission (www.cvm.gov.br):
Call Notice
Financial Statements for the financial year ended December 31, 2015
(MD&A, Financial Statements, Independent Auditors Report, Audit
Committees Report)
Standardized Financial Statement Form (DFP)
24

Minutes from the meeting of the Board of Directors held on February 18,
2016, with the proposed allocation of net income for fiscal year 2015
Information relating to the net income allocation proposal required by
Annex 9-1-II of CVM Instruction 481
Directors comments on BM&FBOVESPAs financial situation item 10 of
the Reference Form, in accordance with CVM Instruction 480
Information on the candidate for election to the Board of Directors items
12.5-12.10 of the Reference Form, in accordance with CVM Instruction
480
Information on the remuneration of Directors and Executive Officers
item 13 of the Reference Form, in accordance with CVM Instruction 480
Questions and requests for additional information should be addressed to the Investor
Relations Department, by telephone on +55 11 2565-4418, 2565-4834 or 2565-4729, or by
email at ri@bmfbovespa.com.br.
25

ATTACHMENTS
26

ATTACHMENT I
REMOTE VOTING TEMPLATE FORM ANNUAL GENERAL MEETING OF
BM&FBOVESPA TO BE HELD ON 4/18/2016
1.
2.
3.
4.
Shareholders name
Shareholders CNPJ or CPF
Email address for the company to send confirmation that it has received the
postal ballot paper
Instructions on how to cast your vote
This remote voting form must be completed by you as a shareholder if you opt to vote
by remote voting in accordance with CVM Instruction 481, as amended.
In this case the above fields must be completed with the shareholders full name and
federal taxpayer number (CNPJ or CPF), and an email address for contact.
In addition, for this form to be considered valid and the votes recorded here to be
counted in the quorum for the respective General Meeting:
- all fields below must be correctly completed;
- all pages must be initialed;
- you, the shareholder, or your legal representative(s), as applicable, must sign at
the end in accordance with the relevant legislation;
- signatures and other required documentation do not need to be notarized or
consularized.
5. Instructions for sending your form

If you opt to exercise your voting rights by remote voting form, you may: (i) complete
this form and send it directly to the company; or (ii) transmit instructions for completion
of the form to an appropriately qualified service provider, as follows:
5.1. Remote voting via service provider remote voting system
If you opt to exercise your voting rights through a service provider, you must transmit
27

your voting instructions to your custody agent in accordance with the rules established
by the custody agent, and your custody agent will then deliver your votes to
BM&FBOVESPAs Central Securities Depository. Please contact your custody agent to
find out what procedures have been established for you to issue remote voting
instructions, and also to be told what documents and other information are required
from you for this purpose.
In accordance with CVM Instruction 481, as amended, you must send your voting
instructions to arrive at your custody agent not later than seven (7) days before the
General Meeting, i.e. by 4/12/2016 (inclusive), unless a different deadline is set by your
custody agent.
Also in accordance with CVM Instruction 481, BM&FBOVESPAs Central Securities
Depository will ignore voting instructions it receives from any custody agent if they
conflict with instructions received from a shareholder with the same federal taxpayer
number (CNPJ or CPF).
5.2. Delivering your form paper directly to the company
When you opt to exercise your voting rights by form, you may choose instead to send
your remote form paper directly to the company. If so, you must deliver the following
documents to BM&FBOVESPAs Investor Relations Department at Rua XV de
Novembro, 275, 5 andar, Centro, CEP: 01013-001, So Paulo/SP Brazil:
(i)
a physical copy of this form completely filled out, initialed and signed;
(ii)
authenticated copies of the following documents:
(a) For individuals:
Personal ID with a photograph of you;
(b) For legal entities:
a copy of the most recent constitutional documents (articles of

association or incorporation, bylaws etc.) and power of attorney proving
its legal right to represent the shareholder;
the legal representatives ID with photograph.

28

(c) For investment funds:
a copy of the funds most recent consolidated bylaws;
a copy of the fund administrator or managers constitutional documents,

as applicable, proving compliance with the funds voting policy and
power of attorney proving its legal right to represent the shareholder;
the legal representatives ID with photograph.
If you prefer, you may also digitize this form paper and the above documents and send
them by email to ri@bmfbovespa.com.br, in which case you must also mail the original
form paper and the authenticated copies of the other required documents to
BM&FBOVESPA at Rua XV de Novembro, 275, 5 andar, Centro, CEP: 01013-001,
So Paulo/SP Brazil, until 4/14/2016.
The company will not require sworn translations of documents originally written in
Portuguese, English or Spanish, or documents in other languages accompanied by a
translation into any of these three languages. Accepted identification (ID) documents
include Brazilian identity cards (RG, RNE), Brazilian drivers licenses (CNH),
passports, and officially recognized professional or association membership cards; all
must bear the holders photograph.
Once the company has received your form and the required accompanying
documentation, the company will notify you and tell you whether or not they have been
accepted in accordance with CVM Instruction 481, as amended.
If this form is sent directly to the company and not completely filled out or not
accompanied by the required documents as per item (ii) above, it will be disregarded
and you will be notified by an email message sent to the address furnished in item 3
above.
This form and the required accompanying documents must be filed and time-stamped at
the company not later than four (4) days before the date of the General Meeting, i.e. by
4/14/2016 (inclusive). Forms received by the company thereafter will be disregarded.
Voting instructions for the Annual General Meeting (AGM)
29

6. Presentation and approval of Managements reports and accounts. Examination,

discussion and approval of the companys financial statements for the financial year
ended December 31, 2015.
[ ] Approve [ ] Reject [ ] Abstain
7. Deliberation on Managements proposal to allocate net income for the financial year
ended December 31, 2015 (FY2015), as follows:
(i)
R$1,242,614,000.00 to the mandatory dividend, which has already been paid

to shareholders as intermediate dividend and interest on equity (JCP) for
FY2015 in the amount of R$223,581,000.00 and R$1,019,033,000.00
respectively;
(ii)
R$959,624,045.10 to the statutory reserve for investment and to replenish

the companys safeguard funds and mechanisms.

8. Election of a member of the Board of Directors nominated by Management.
Candidate Larcio Jos de Lucena Cosentino
[ ] Approve
[ ] Reject
[ ] Abstain
9. Establishment of overall compensation in FY2016 for members of the Board of

Directors at up to R$9,074,000.00 and for Executive Officers at up to
R$41,376,000.00, as proposed by Management.
10. Do you wish to set up a Supervisory Board (Conselho Fiscal) pursuant to Law 6404
(1976), article 161?
[ ] Yes [ ] No
11. If this General Meeting is held on second call, do the above voting instructions also
apply to the decisions to be made during the meeting held on second call?
[ ] Yes
[ ] No
[City], [date]
__________________________________________
Signed by [Shareholders name]
30

ATTACHMENT II
MANAGEMENTS DISCUSSION ON COMPANY FINANCIAL STATEMENT
10.1 Managements discussion on:
a.
General financial condition and net equity position
CONSOLIDATED YEARS ENDED DECEMBER 31, 2015 AND DECEMBER 31, 2014
Throughout 2015, the markets operated by BM&FBOVESPA were notably impacted by a deteriorating Brazilian economy
and changing global scenario. The increase in market volatility levels and the strong depreciation of the Brazilian real
against the US dollar had a positive effect on the revenues of the BM&F Segment (financial and commodity derivatives).
The average daily volume of contracts traded was 2.9 million in 2015, up 10.7% year-on-year. Interest rate in USD and
Mini contracts were the main highlights, growing 31.7% and 67.5%, respectively. In the Bovespa Segment (equities and
equity derivatives), an important reduction from R$2.39 trillion in 2014 to R$2.21 trillion in 2015 was noticed in the
average market capitalization1 of the companies listed. As a result, the volumes traded also decreased, closing the year
at R$6.79 billion, down 6.9% year-on-year.
The group of other revenues not related to volumes traded on the equities and derivatives markets also increased in the
period, rising 19.6% against 2014, and particularly reflecting the improvements in the Companys commercial policies,
the growth in the securities lending market and in the Treasury Direct (Tesouro Direto) platform, as well as the
exchange rate depreciation, which had a positive impact on the revenues from vendors.
From the standpoint of effective expenses control, management continued to focus its efforts on maintaining the growth
in adjusted expenses2 below the average inflation rate, at R$614,350 thousand in 2015, up 3.7%. In addition, we
maintained our commitment to return capital to shareholders through a combination of dividend payouts and share
buybacks without compromising the strength of the Companys balance sheet.
Two important moves in the year are worthy of note: the partial sale of 20% of the investment in the CME Group
shares, in an attempt to reduce the risk exposure of the Companys balance sheet; and the investment of R$43,633
thousand for acquisition of an 8.3% stake in the Bolsa de Comercio de Santiago.
In addition, the negative performance of the Bovespa Segment, particularly in the last quarter of 2015, and the review
of the growth expectations, led to impairment of the Bovespa Holding, in the amount of R$1,662,681 thousand, with no
cash impact, but negatively impacted the Company's results.
Operating income was R$1,365,978 thousand, up 11,4%, while net income (attributable to BM&FBOVESPA shareholders)
totaled R$2,202,238 thousand in 2015, strongly impacted by the partial divestment of CME Group shares, discontinuance
of the equity method of accounting for the remaining investment in the CME Group, and impairment of part of the
Bovespa Holding goodwill.
In summary, BM&FBOVESPA is still well positioned to capture opportunities, although it is important to recognize the
challenges imposed by the deteriorating macroeconomic scenario. Management remains focused on investing in new
products and technologies, and believes that these have played a main role in improving the quality of services offered
and the diversification of the Companys revenues in the past years.
CONSOLIDATED YEARS ENDED DECEMBER 31, 2014 AND DECEMBER 31, 2013
The year 2014 was marked by a heatedly contested presidential race, which resulted in heightened volatility and
increased trading volumes in the second half of the year, down to the voting day. However, this pre-electoral boost in
trading activity was insufficient to make up for the thin volume of trading in the earlier part of the year, so that
ultimately the overall volume traded fell short of the prior year volume both in markets comprising our BM&F Segment
and the markets comprising our Bovespa Segment.
Result of the multiplication of the volume of equities issued by companies listed in the Bovespa Segment, by the respective market prices.
Expenses adjusted by: (i) depreciation and amortization; (ii) stock grant plan principal and charges and stock options plan; (iii) taxes related to
dividends received from the CME Group; and (iv) recording and transfer of fines. The purpose of this adjustment is to show the Companys operating
expenses, except for those with no impact on cash or that are not recurring.
1
2
31

The BM&F Segment average daily volume reached 2.6 million contracts in 2014, down 9.3% on 2013, reflecting mainly
the 23.7% decrease in volume traded in Brazilian-interest rate contracts, which are typically the top traded contracts in
this segment, while average rate per contract (RPC) rose 5.3% to R$ 1.350, due notably to (i) increased average RPC
of Brazilian-interest rate contracts (change to the mix of contracts by maturity) and (ii) increased RPC in U.S. dollardenominated interest rate contracts and forex contracts, that were positively impacted by the depreciation of the
Brazilian real against the US dollar in the period, as both contracts reference the US currency. As for the BOVESPA
Segment, the average daily traded value in the stock market and the equity derivatives markets dwindled by slight 1.7%
year-on-year, reaching R$ 7.29 billion, to a large extent having trailed the fall in average market capitalization of listed
firms, which is attributable to the countrys deteriorating macroeconomic landscape.
BM&FBOVESPA therefore ended 2014 with total revenues (before PIS/COFINS and other tax reductions) of R$ 2,246,452
thousand, down 5.0% on 2013. This reduction was observed in both segments and in regard to other revenues too (not
related to trading and settlement).
From the standpoint of effective costs and expenses control, management held fast to its efforts to hold growth in
adjusted expenses below the average inflation rate, at R$592,349 thousand in 2014 from R$575,763 thousand in 2013,
up only 2.9%. In addition, we continue to pledge our steadfast commitment to return capital to shareholders through an
effective combination of dividend payouts and share buybacks whereas staying clear of any action susceptible to
compromising the financial health of our Company.
Thus, our consolidated operating income fell 8.2% year-on-year to R$1,226,363 thousand from R$1,335,824 thousand
previously, while the GAAP net income (attributable to BM&FBOVESPA shareholders) fell 9.7% to R$977,053 thousand in
2014, from R$1,081,516 thousand one year previously.
Last, but not least, BM&FBOVESPA is well-positioned to capture the future growth opportunities that the Brazilian market
will certainly continue to offer, although it must be said the economic outlook as 2014 came to a close became more
challenging in light of the present macroeconomic conditions. Nonetheless, we believe our investments in product
development and technology infrastructure are key factors for the future growth and diversification of our revenue base,
for the improvement of our services, and will be critical in consolidating the efficiency and strength of the Brazilian
capital markets. It is our firm belief the development and implementation of our business strategy will continue to bear
fruit in the years ahead.
b.
Capital structure
The Companys (consolidated) capital structure composition was as follows: (i) 30.2% liabilities and 69.8% equity as of
December 31, 2015; (ii) 24.8% liabilities and 75.2% equity as of December 31, 2014; (iii) 24.9% liabilities and 75.1%
equity, as of December 31, 2013, according to the table below:
Year ended December
31,
2015
Current and noncurrent liabilities
Shareholders equity
Total liabilities and shareholders
equity
Year ended December

31,
Year ended December

31,
2014
(in R$ thousands, except for percentages)
30.2%
6,275,079
24.8%
7,956,682
2013
6,394,730
24.9%
18,352,214
69.8%
18,988,403
75.2%
19,298,892
75.1%
26,308,895
100.0%
25,263,482
100.0%
25,693,622
100.0%
Regarding third parties capital, part of our onerous liabilities relates mainly to debt issued abroad on July 16, 2010 (see
item 10.1.f).
Thus, the Company has a conservative degree of leverage, whether on the basis of our total liabilities (current and
noncurrent liabilities) or only our total onerous liabilities (indebtedness and interest on debt), as shown below.
Year ended December 31,
2015
2014
2013
(in R$ thousands, except for percentages)

Total onerous liabilities
Interest payable on debt issued abroad and loans
Debt issued abroad and loans
2,454,265
11.8%
1,666,491
8.1%
1,468,322
70,181
47,368
42,129
2,384,084
1,619,123
1,426,193
7.1%
32

Shareholders equity
18,352,213
88.2%
18,988,403
91.9%
19,298,892
92.9%
Total onerous liabilities and shareholders equity
20,806,478
100.0%
20,654,894
100.0%
20,767,214
100.0%
c.
Capacity to service the debt
BM&FBOVESPA has strong cash generation capacity, as evidenced by consolidated operating income of R$1,365,978
thousand in 2015, R$1,226,363 thousand in 2014 and R$1,335,824 thousand in 2013, and consolidated operating
margins of 61.6%, 60.4% and 62.8%, respectively, as well as yearly net income attributable to shareholders amounting
to R$1,694,973 thousand3, R$977,053 thousand and R$1,081,516 thousand for the same three years, respectively.
Our consolidated cash and cash equivalents coupled with short- and long-term financial investments reached
R$10,054,994 thousand (38.2% of total assets) in 2015, including R$4,853,598 regarding the shares in the CME Group
and the Bolsa de Comercio de Santiago, R$3,855,527 thousand in 2014 (15.3% of total assets); and R$4,870,760
thousand in 2013 (18.8% of total assets). It should be noted that cash and cash equivalents, as well as financial
investments, include cash collateral pledged by participants in the course of their dealings and registered in current
liabilities in the amount of R$1,338,010 thousand in 2015, versus R$1,321,935 thousand and R$2,072,989 thousand in
2014 and 2013, respectively.
Our net indebtedness ratio was R$6,213,495 thousand negative in 2015 (including R$4,853,598 regarding the shares in
the CME Group and the Bolsa de Comercio de Santiago, reported as financial investments), R$820,812 thousand
negative in 2014, and R$1,279,524 thousand negative in 2013, denoting our low degree of financial leverage and very
strong capacity to service our debt (see item 10.1.f). Also worthy of note is the fact that our policy on investment of
cash balances favors the preservation of capital, allocating funds to highly conservative, highly liquid low-risk
investments, which translates into an expressive proportion of positions in Brazilian sovereign risk bonds that typically
track the base interest rate (interbank lending - CDI /Selic rate). We therefore believe our Company is fully capable of
servicing its financial commitments both in the short- and long-term.
d.
Sources of financing for working capital and investment in noncurrent assets used
The Companys primary source of financing for working capital and investment in noncurrent assets is its own
operational cash generation, which is sufficient to support its working capital needs.
Currently, the Company also access the capital markets (Senior Unsecured Notes issued in 2010) as an alternative to
finance its investments. The characteristics of our debt obligations are described in item 10.1.f. below.
e.
Sources of financing for working capital and investments in noncurrent assets that the
company intends to use to cover liquidity deficiencies
As previously noted, the primary source for funding our working capital and investments in noncurrent assets is our own
operating cash generation.
The Company may also consider alternative sources of funding by taking bank loans, or accessing government financing
programs or the domestic or international capital markets.
f.
Indebtedness levels and characteristics of debt obligations

i.
Material loans and financing transactions
On July 16, 2010 BM&FBOVESPA issued Senior Unsecured Notes with total nominal amount of US$612,000 thousand, at
the price of 99.635% of the nominal value, resulting in net proceeds of US$609,280 thousand (at the time equivalent to
R$1,075,323 thousand). The notes pay interest coupon of 5.50% per annum, payable every six months, in January and
July, and mature on July 16, 2020. The actual cost was 5.64% per annum, including negative goodwill and other
funding-related costs, such as: rating fees paid to Standard & Poors and Moodys, commissions paid to structuring
banks, custody expenses, listing fees and legal expenses. We used the net offering proceeds to purchase additional
equity interest in the CME Group on the same date, thereby increasing our ownership interest from 1.8% to 5%.
The updated balance of the loan as of December 31, 2015 was R$2,454,265, including accrued interest of R$70,181
thousand; as of December 31, 2014, the balance was R$1,666,491, including accrued interest of R$47,368 thousand; as
of December 31, 2013, the balance was R$1,468,322, including accrued interest of R$42,129 thousand. As of December
Excluding net tax impacts from impairment (R$1,097,370 thousand) and extraordinary impacts related to the CME Group (R$1,604,635 thousand), as
described in item 10.1.h.
3
33

31, 2015, the fair value of the debt, as determined based on market data, was R$2,380,489 thousand (Source:
Bloomberg).
Starting July 16, 2010, we have designated as hedging instrument the changes in the exchange rate accruing on the
principal under the debt in order to hedge the foreign currency risk affecting a portion equivalent to US$612,000
(notional amount) of our investment in the CME Group. In September 2015, due to discontinuance of the net investment
hedge (Note 7(a) 2015 Financial Statement), BM&FBOVESPA prepared a new hedge document (cash flow hedge) in
order to hedge a portion of the foreign currency risk linked to CME Group shares held by the exchange. Accordingly, the
transactions were formally designated and documented, including as to: (i) hedging purpose, (ii) type of hedge, (iii)
nature of the risk being hedged, (iv) identification of the hedged item, (v) identification of the hedging instrument, (vi)
evidence of the actual statistical relationship between hedging instrument and hedged item (retrospective effectiveness
test), and (vii) a prospective effectiveness test.
The backward-looking effectiveness test method adopted by the Company takes into account the ratio of gains and
losses accrued in the hedging instrument due to the gains or losses of the hedged item (dollar offset method on a
cumulative and spot basis). On testing forward-looking effectiveness, we adopt stress scenarios, which we apply to the
effectiveness margin (80% to 125%). The application of said effectiveness tests determined that there was no
ineffectiveness as of December 31, 2015.
The table below sets forth the Companys net onerous debt, whose amounts are lower than our cash and cash
equivalents and financial investments4:
Years ended December 31,
Debt coverage indicator
20155
2014
2013
(in R$ thousands)
Gross debt service

(-) Cash and cash equivalents, plus short- and
long-term financial investments (excludes
Collateral for transactions and Earnings and
rights on securities in custody)
Net debt service
ii.
2.454.265
1.666.491
1.468.322
(8.667.760)
(2.487.303)
(2.747.846)
(6.213.495)
(820.812)
(1.279.524)
other long-term transactions with financial institutions
In the normal course of our business, we engage in transactions with some of the primary financial institutions operating
in Brazil. These are transactions agreed pursuant to customary market practices. Our noncurrent liabilities include no
long-term transactions agreed with financial institutions other than those set forth herein.
iii.
debt subordination
Taking into account the order of priority in the event of creditors' claims, the subordination of the liabilities recognized
under current and noncurrent liabilities in the Companys balance sheet is as follows:
Collateral for transactions: pursuant to articles 6 and 7 of Law No. 10214/01, and articles 193 and 194 of Law No.
11101/05, the assets pledged to our clearing houses as collateral for transactions are linked to them up to the limit
of the liabilities undertaken, and will not be affected in the event of bankruptcy or judicial reorganization
proceedings.
Tax and payroll credits (salaries and payroll charges; provision for taxes and contributions payable, and income tax
and social contribution): the order of priority of these credits will follow as set forth in article 83 of Law 11101/05.
Other obligations recognized under current and noncurrent liabilities in the Financial Statements of BM&FBOVESPA
regarding the fiscal year ended in 2015 constitute unsecured debt.
iv.
restrictions imposed to the issuer, particularly regarding indebtedness level and

new financing, dividends distribution, assets sales, issue of new securities and
transfer of control, as well as whether the issuer has fulfilled these restrictions
The indenture governing our Senior Unsecured Notes includes certain customary limitations found on the international
debt markets, which we believe will not restrict our normal operating and financial activities. The most significant
limitations are:
In determining our net onerous debt ratio, the amounts of collateral for transactions and payouts and rights on securities under custody recorded in
current liabilities were deducted from the sum of cash and cash equivalents and financial investments registered in current assets and long-term
receivables, in order to better evidence the actual cash available.
5
Cash and cash equivalents include R$4,853,598 related to CME Group and Bolsa de Comercio de Santiago
4
34

Limitation on the ability of the Company and its subsidiaries to create liens to secure obligations (Limitation on
Liens);
Limitation on sale and lease-back transactions;
Undertaking of new obligations (General Liens Basket) will be allowed despite the above restrictions provided that
the sum of (i) the aggregate principal amount of all debt obligations secured by liens other than certain liens
provided for in the exceptions section (Permitted Liens), and (ii) the debt attributable to sale and lease-back
transactions carried out by us and our subsidiaries should not exceed 20% of the groups consolidated tangible
assets;
Limitation on mergers, consolidations or business combinations, unless the resulting company assumes the
obligation to repay the principal and pay interest on the notes, and meets all other requirements and conditions.
However, these limitations include a number of exceptions, which are set forth in the indenture.
g.
limitation on financing undertaken and percentage used
Not applicable. We have taken no financing other than those discussed under 10.1.f above.
h.
significant changes to line items of the financial statements
Our consolidated financial statements for the years ended December 31, 2015, 2014 and 2013 have been prepared in
accordance with the accounting standards accepted in Brazil.
Our 2015 financial statements were impacted by the recognition of impairment regarding our Bovespa Holding asset,
with no cash impact, due to the disposal, on September 9, of a 20% share held by BM&FBOVESPA in the CME Group
(from 5% to 4% of the capital of the CME Group), which combined with other quantitative and qualitative aspect led to
the discontinuance of the equity method of accounting for the investment in the CME Group, with no cash impact, as
detailed below:
BM&FBOVESPA is restating the balances presented in the financial statements as of December 31, 2014, according to
the criteria set forth in CPC 32/IAS 12, which require the net recognition of income-related deferred tax assets and
liabilities.
In December 2014, BM&FBOVESPAs stake in Bolsa Brasileira de Mercadorias (BBM) was discontinued. As a
consequence, for 2013 and 2014, BBMs contribution to BM&FBOVESPAs revenues, expenses and financial income was
reclassified to net income from discontinued operations in the consolidated income statement.
The tables below set forth selected financial information from our financial statements at December 31, 2015, 2014 and
2013. For better understanding of our performance, the tables below set forth data related only to the main line items
and changes to these line items, as selected by management, according to the following materiality criteria:
i) consolidated income statement: revenue line items that accounted for over 3.0% of net revenue for the year
2015; expense line items that accounted for over 5.0% (by expense module) of net revenue for 2015; and line
items related to income and deductions/taxes;
ii) consolidated balance sheet: main line items, in addition to those that accounted for over 4.0% of total assets as
of December 31, 2015; and
iii) Other line items as deemed important by management to explain the Companys income, including
extraordinary and/or non-recurring events or other information that are likely to provide a better understanding
of our financial statements.
Selected Financial Information (from the
Consolidated Statements of Income)
(In R$ thousands) (%)
2015
AV
(%)
2014
AV
(%)
2013
AV
(%)
Var. (%)
2015/2014
Var. (%)
2014/2013
Total revenues
2,458,847
110.9%
2,246,452
110.6%
2,364,956
111.2%
9.5%
-5.0%
Trading and settlement services - BM&F Segment
1,074,531
48.5%
866,577
42.7%
916,530
43.1%
24.0%
-5.5%
1,053,513
47.5%
850,607
41.9%
897,098
42.2%
23.9%
-5.2%
Derivatives
903,016
40.7%
977,373
48.1%
1,023,978
48.2%
-7.6%
-4.6%
Trading fees trading systems
146,645
6.6%
162,620
8.0%
192,985
9.1%
-9.8%
-15.7%
Settlement fees clearing and settlement systems
734,866
33.2%
793,493
39.1%
804,570
37.8%
-7.4%
-1.4%
Trading and settlement services- BOVESPA Segment
481,300
21.7%
402,502
19.8%
424,448
20.0%
19.6%
-5.2%
Securities lending
103,203
4.7%
81,203
4.0%
102,186
4.8%
27.1%
-20.5%
Depository, custodian, back-office services
130,829
5.9%
117,089
5.8%
116,305
5.5%
11.7%
0.7%
Other revenues
35

Trading participants' access
39,493
1.8%
39,333
1.9%
47,705
2.2%
0.4%
-17.5%
Market data (vendors)
98,434
4.4%
70,032
3.4%
69,236
3.3%
40.6%
1.1%
Deductions from revenues
(242,213)
10.9%
(216,019)
10.6%
(238,318)
11.2%
12.1%
-9.4%
Net revenue
2,216,634
100.0%
2,030,433
100.0%
2,126,638
100.0%
9.2%
-4.5%
Expenses
(850,656)
38.4%
(804,070)
39.6%
(790,814)
1.7%
37.2%
5.8%
Personnel and related charges
(443,006)
20.0%
(354,411)
17.5%
(352,017)
16.6%
25.0%
0.7%
Data processing
(122,020)
5.5%
(124,202)
6.1%
(110,423)
5.2%
-1.8%
12.5%
Depreciation and amortization
(110,857)
5.0%
(119,133)
5.9%
(119,534)
5.6%
-6.9%
-0.3%
(5,749)
0.3%
(13,364)
0.7%
(16,822)
0.8%
-57.0%
-20.6%
(11,944)
0.5%
(11,305)
0.6%
(14,833)
0.7%
5.7%
-23.8%
(8,212)
0.4%
(55,590)
2.7%
(55,832)
2.6%
-85.2%
-0.4%
(84,457)
3.8%
(65,679)
3.2%
(55,956)
2.6%
28.6%
17.4%
Communications
Marketing and promotion
Taxes
Sundry
Operating income
Equity in results of investees
Discontinuity of the Equity method
Gain on disposal of investment in associate
Impairment
Interest income, net
Interest income
Interest expenses
Income (loss) before taxation on profit
Income and social contribution taxes
Current
Deferred
Net income of continued operations
1,365,978
61.6%
1,226,363
60.4%
1,335,824
62.8%
11.4%
-8.2%
136,245
6.1%
212,160
10.4%
171,365
8.1%
-35.8%
23.8%
1,734,889
78.3%
0.0%
0.0%
723,995
32.7%
0.0%
0.0%
(1,662,681)
75.0%
0.0%
0.0%
508,796
23.0%
208,157
10.3%
180,695
8.5%
144.4%
15.2%
745,707
33.6%
361,761
17.8%
298,868
14.1%
106.1%
21.0%
(236,911)
10.7%
(153,604)
7.6%
(118,173)
5.6%
54.2%
30.0%
2,807,222
126.6%
1,646,680
81.1%
1,687,884
79.4%
70.5%
-2.4%
28.5%
-8.7%
9.0%
(45,558)
2.1%
(104,159)
5.1%
(60,097)
2.8%
-56.3%
73.3%
(558,206)
25.2%
(556,800)
27.4%
(546,491)
25.7%
0.3%
1.9%
2,203,458
99.4%
985,721
48.5%
50.8%
123.5%
-8.8%
0.0%
(7,807)
0.4%
0.0%
-100.0%
2137.0%
2,203,458
99.4%
977,914
48.2%
50.8%
125.3%
-9.5%
106.4%
-5.2%
50.9%
125.4%
-9.7%
AV (%)
Var. (%)
2015/2014
Var. (%)
2014/2013
(603,764)
Net income of discontinued operations

Net income in the period
Net Margin
99.4%
27.2%
0.0%
(660,959)
48.2%
32.6%
0.0%
(606,588)
1,081,296
(349)
1,080,947
50.8%
Attributable to:
BM&FBOVESPA shareholders - Continued Operations
Selected Financial Information (from the

Consolidated Balance Sheet Statements)
(In R$ thousands) (%)
2,202,238
2015
99.4%
AV (%)
977,053
2014
48.1%
AV (%)
1,081,516
2013
Assets
Current assets
Cash and cash equivalents
Financial investments
Noncurrent assets
Long-term receivables
Financial investments
Investments
Investment in associate
Intangible assets
Goodwill
Total assets
8,673,786
33.0%
2,785,239
11.0%
4,319,483
16.8%
211.4%
-35.5%
440,845
1.7%
500,535
2.0%
1,196,589
4.7%
-11.9%
-58.2%
7,798,529
29.6%
1,962,229
7.8%
2,853,393
11.1%
297.4%
-31.2%
17,635,109
67.0%
22,478,243
89.0%
21,374,139
83.2%
-21.5%
5.2%
1,961,426
7.5%
1,522,541
6.0%
932,387
3.6%
28.8%
63.3%
1,815,620
6.9%
1,392,763
5.5%
820,778
3.2%
30.4%
69.7%
30,635
0.1%
3,761,300
14.9%
3,346,277
13.0%
-99.2%
12.4%
0.0%
3,729,147
14.8%
3,312,606
12.9%
-100.0%
12.6%
15,189,954
57.7%
16,773,216
66.4%
16,672,325
64.9%
-9.4%
0.6%
14,401,628
54.7%
16,064,309
63.6%
16,064,309
62.5%
-10.4%
0.0%
26,308,895
100.0%
25,263,482
100.0%
25,693,622
100.0%
4.1%
-1.7%
Liabilities and shareholders' equity
36

Current liabilities
Collaterals for transactions
Noncurrent liabilities
2,096,785
8.0%
1,891,833
7.5%
2,710,846
10.6%
10.8%
-30.2%
1,338,010
5.1%
1,321,935
5.2%
2,072,989
8.1%
1.2%
-36.2%
5,859,897
22.3%
4,383,246
17.4%
3,683,884
14.3%
33.7%
19.0%
Debt issued abroad and loans
2,384,084
9.1%
1,619,123
6.4%
1,426,193
5.6%
47.2%
13.5%
Deferred income tax and social contribution
3,272,276
12.4%
2,584,525
10.2%
2,092,737
8.1%
26.6%
23.5%
18,352,213
69.8%
18,988,403
75.2%
19,298,892
75.1%
-3.4%
-1.6%
2,540,239
9.7%
2,540,239
10.1%
2,540,239
9.9%
0.0%
0.0%
14,300,310
54.4%
15,220,354
60.2%
16,056,681
62.5%
-6.0%
-5.2%
26,308,895
100.0%
25,263,482
100.0%
25,693,622
100.0%
4.1%
-1.7%
Capital and reserves attributable to shareholders

Capital stock
Capital Reserves
Total liabilities and shareholders' equity
COMPARATIVE ANALYSIS OF MAIN CONSOLIDATED INCOME STATEMENT ACCOUNTS YEAR ENDED

DECEMBER 31, 2015 COMPARED WITH YEAR ENDED DECEMBER 31, 2014
Total Revenues: Total Revenues for 2015 (before PIS/COFINS and ISS tax deductions) amounted to R$2,458,847
thousand, up 9.5% against 2014, due to increased revenues from the BM&F Segment and other business lines not tied
to volume (that is, not related to trading and settlement).
Trading, clearing and settlement systems BM&F Segment: totaled R$1,074,531 thousand (43.7% of total revenues),
up 24.0% against 2014, as a result of a 10.7% growth in the average daily volume and a 12.3% increase in average
RPC.
Trading, clearing and settlement systems Bovespa Segment: totaled R$903,016 thousand in 2015 (36.7% of total
revenues), a 7.6% drop against 2014, reflecting a 6.9% drop in the average daily volume and a lower participation of
equity derivatives in the segments total volume.
Trading trading systems: totaled R$146,645 thousand in 2015, against R$162,620 thousand in 2014, a 9.8% drop.
Transactions clearing and settlements systems: totaled R$734,866 thousand in 2015, against R$793,493 thousand in
2014, a 7.4% drop.
Other revenues: totaled R$481,300 thousand (19.6% of total revenues), up 19.6% against 2014. The main changes in
these revenues lines not linked to trading volumes were as follows:
Securities Lending: revenues totaled R$103,203 thousand in 2015 (4.2% of total revenues), up 27.1% against 2014, as
a result of an 18.3% increase in the average value of open interest positions and changes in the commercial policies for
some client groups in January 2015.
Depository, Custody, and Back Office service: totaled R$130,829 thousand in 2015 (5.3% of total revenues), up 11.7%
against 2014, primarily due to a 20.3% growth in revenues from Treasury Direct, which totaled R$34,668 thousand in
2015, and changes in the commercial policies adopted by the depository as from April 2015.
Vendors: totaled R$98,434 thousand in 2015 (4.0% of total revenues), up 40.6% on the same period of the previous
year. This result reflects the application, as from July 2015, of the new commercial policy and the depreciation of the
Brazilian real against the US dollar, since 62.0% of this revenue line was denominated in US currency.
Deductions from Revenue: totaled R$242,213 thousand in 2015, up 12.1% against 2014, in line with increased total
revenues.
Net Revenue: as a result of the changes discussed above, net revenue grew 9.2%, from R$2,030,433 thousand in 2014
to R$2,216,634 thousand in 2015.
Expenses: totaled R$850,656 thousand in 2015, up 5.8% year-on-year, significantly below the inflation rate of 10.7%6
for the same period. The main highlights are set forth below:
Personnel and payroll charges: totaled R$443,006 thousand, up 25.0% year-on-year, particularly as a result of the
impact from the annual collective bargaining agreement of approximately 9%, effective as from August 15, and the
adoption, in 2015, of the stock grant plan as a long-term incentive instrument. Expenses with the stock grant plan
6
Source: IBGE 2015: accumulated 12-month IPCA - http://www.ibge.gov.br/
37

totaled R$98,981 in 2015, and include: (i) recurring expenses of R$40,325 thousand regarding the principal amount
granted to beneficiaries, and R$26,442 thousand regarding the provisioning of the amount of charges to be paid upon
delivery of shares to the beneficiaries; and (ii) non-recurring expenses of R$32,213 regarding the cancellation of the
options grant plan, as detailed in the Notice to the Market of February 4, 2015. If we are to exclude the impact from
long-term incentives programs in 2014 and 2015, expenses with personnel and payroll charges would increase 5.7% in
the period, reflecting our headcount management efforts.
Data processing: totaled R$122,020 thousand, down only 1.8% against 2014.
Depreciation and amortization: totaled R$110,857 thousand, down 6.9% given the completed depreciation and
amortization of equipment and systems, and recapitalization of equipment used in the development of the second phase
of BM&FBOVESPAs new integrated Clearing.
Communications: reached R$5,749 thousand, down 57.0% year-on-year, as a result of the successful implementation of
changes in and streamling of the process for sending custody statements and trading notices to investors.
Taxes: totaled R$8,212 thousand, down 85.2% against 2014, primarily reflecting changes in the accounting for taxes on
dividends received from the CME Group, therefore impacting the base for calculation of BM&FBOVESPAs income tax and
social contribution.
Sundry: these expenses totaled R$84,457 thousand, up 28.5% against 2014, as a result of: i) increased electricity costs;
ii) growth of R$3,616 thousand in the amount of provisions; and iii) a non-recurring investment write-off of R$6,401 in
3Q15.
Operating income: The operating income, or net revenue after expenses, totaled R$1,365,978 thousand, up 11.4%
against R$1,226,363 in 2014.
Impairment: the goodwill created on the acquisition of Bovespa Holding in 2008 is based on both the expectations of
future profitability and the economic and financial valuation of the investment. As mentioned in the economic and
financial valuation report on the investment issued by an external and independent specialist, impairment was
recognized for this intangible asset in the amount of R$1,662,681 thousand, without cash effects, reflecting the
deterioration of the macroeconomic scenario, which impacted the Bovespa Segment, through the lower market value of
the listed companies and consequently the lower average daily trading value, notably in 4Q15. As result, and also
associated to the worse expectation for the interest rates and country risk for the short and long-term, was accounted a
reduction in the Bovespa Segment expected future profitability.
Equity Income: Equity income from our investment in the CME Group totaled R$136,245 thousand in 2015. The
comparison with 2014 is impacted by two changes: i) starting from January 2015, equity income has been calculated
based on CME Groups income after taxes (until 2014, calculations were based on income before taxes); and ii) due to
the discontinuity of the equity method (as mentioned above), equity income was recorded only until September 14,
2015.
Extraordinary impacts related to the CME Group: proceeds from the partial divestment in the CME Group totaled
R$1,201,346 thousand, with a positive impact on the Companys cash. The gross income from this sale (Gain on disposal
of investment in associates) totaled R$723,995 thousand and was included in the Companys tax base, which totaled
R$249,804 thousand, generating a net profit of R$474,191 thousand.
The Company no longer recognizes its equity interest in the CME Group through the equity method, and now treats it as
a financial asset available for sale (see Note 7 to the 2015 financial statements). The impacts on the financial statements
are as follows:
Balance sheet: i) the investment is no longer treated as a noncurrent asset (investments interest in
associate), and is now treated as a financial asset available for sale in current assets (financial investments); ii)
the investment is now measured at fair value (marked-to-market), while the changes arising from this
measurement will now impact shareholders' equity; and iii) deferred income tax and social contribution in
noncurrent liabilities now includes a provision for taxes on potential gains generated by this investment.
Income statement: i) recognition of income from discontinuance of the equity income method and deferred tax,
in the amount of R$1,734,889 thousand and R$604,445 thousand, respectively, with no cash impact; and ii) in
4Q15, the equity income line ceased to include the CME Group, and the dividends received will now be
recognized in financial revenues, composing the Companys tax base.
It is worth noting that the reduction of the shareholding and the discontinuity of the equity income method does not
imply changes in the fundamental aspects of the strategic partnership between BM&FBOVESPA and the CME Group.
38

Financial income: financial income totaled R$508,796 thousand in 2015, up 144,4% year-on-year. Financial revenues
increased 106.1%, to R$745,707 thousand, particularly as a result of: (i) higher interest rate and average cash for the
period; and (ii) dividends received from the CME Group, in the amount of R$173,370 thousand, which, after the
discontinuity of the equity income method, were accounted as financial revenue. On the other hand, financial expenses
grew 54.2%, to R$236,911 thousand, given the appreciation of the US dollar against the Brazilian real in the period,
impacting the interest rates accrued on debt issued abroad. Variation in exchange rates also affected other asset and
liabilities lines in the balance sheet, and, consequently, financial revenues and expenses, although without material
effects on financial income.
Income before taxation on profit: totaled R$2,807,222 thousand in 2015, up 70.5% against R$1,646,680 thousand in
2014, due to extraordinary impacts related to the CME Group and the impairment described above.
Income tax and social contribution: totaled R$603,764 thousand in 2015, down 8.7% compared to 2014, mainly due to
extraordinary impacts related to the CME Group, tax receivables on the distribution of interest on shareholders' equity
(IoC) and impairment of intangible assets.
Current taxes:
Current taxes totaled R$45,558 thousand in 2015, including R$5,787 thousand in taxes paid by Banco BM&FBOVESPA,
with cash impact. The difference will be offset with withholding taxes paid abroad, without cash impact.
It should be mentioned that taxes on income from the partial disposal of shares in the CME Group, in the amount of
R$249,804 thousand, were offset by the distribution of JPC in 2015, and therefore, without cash impact.
Deferred income tax:

Deferred income tax totaled R$558,206 thousand in 2015, including:
Reversal of deferred tax liability in the amount of R$ 15,211 thousand (positive), calculated as the net result
between R$ 550,101 thousand of deferred tax under temporary differences on goodwill amortization and writeoff of deferred tax liability amounting R$565,312 thousand arising from the impairment on the goodwill, both
with no cash impact;
Discontinuance of the equity method, in the amount of R$604,445 thousand, related to the recognition of
deferred taxes, without cash impact; and
Reversal/recording of other tax credits in the amount of R$31,028 thousand (positive), without cash impact.
Net income for the year: totaled R$2,203,458 thousand in 2015, against R$977,914 thousand in 2014. Excluding impact
from impairment net of taxes (R$1,097,370 thousand), and extraordinary impacts related to the CME Group
(R$1,604,635 thousand), net income totaled R$1,696,193 thousand, up 73.6% against 2014.
Net income attributable to BM&FBOVESPA shareholders: income attributable to BM&FBOVESPA shareholders totaled
R$2,202,238 thousand in 2015. Excluding impact from impairment net of taxes and extraordinary impacts related to the
CME Group, net income amounted to R$1,694,973 thousand, up 73.5% against 2014, such increase is partially explained
by the lower tax base due to the IoC distribution in 2015.
COMPARATIVE ANALYSIS OF MAIN CONSOLIDATED INCOME STATEMENT ACCOUNTS YEAR ENDED

DECEMBER 31, 2014 COMPARED WITH YEAR ENDED DECEMBER 31, 2013
Total revenues
Total revenues for the year ended December 31, 2014, amounted to R$2,246,452 thousand, falling 5.0% year-over-year
due primarily to increased revenues from operations in both segments and due to other revenues (not related to trading
and settlement).
Trading and settlement systems BM&F Segment
This line item fell 5.5% year-over-year totaling R$866,577 thousand (38.6% of total revenues), due to a 9.3% drop in
volumes partially compensated by a 5.3% increase to average RPC in the period.
Trading and settlement systems BOVESPA Segment
This line item fell 4.6% year-on-year totaling R$977,373 thousand, and accounted for 43.5% of total revenues. This
fall is explained by a 1.7% drop in average daily volume combined with a 2.5% margin drop.
Trading Fees trading systems. This revenue line item declined 15.7% year-on-year, to R$162,620 thousand from
R$192,985 thousand one year previously, due primarily to the changes in pricing policies implemented in April 2013 for
a price structure rebalancing (trading and settlement fee rates) which included a cut in trading fees for different investor
39

groups.
Settlement fees clearing and settlements systems. This revenue line went down 1.4% year-over-year, to R$793,493
thousand from R$804,570 thousand one year earlier, due in part to a price structure rebalancing across the segment
(trade and post-trade fees rates mainly) which resulted in changes in pricing policies implemented in April 2013,
including changes in fees charged from local institutional investors and intraday traders.
Other revenues
Other revenues hit R$402,502 thousand, a 5.2% drop from the year before, and accounted for 17.9% of total revenues,
primarily as a result of changes in revenue line items unrelated to trading and settlement operations, as follows:
Securities lending. Revenues of R$81,203 thousand (3.6% of total revenues) dropped 20.5% from 2013, due to reduced
financial volume in open interest, for which the average in 2014 was R$32.8 billion, down 19.6% on 2013.
Depository, custody, back office services.

previous year.
Market data (vendors).
Revenues of R$117,089 thousand (5.8% of total revenues), stable on the
At R$70,032 thousand (3.4% of total revenues) this revenue line was stable on the previous
year.
Trading access (brokers).
This line item amounted to R$39,333 thousand (1.9% of total revenues), a 17.5% year-onyear fall related mainly to changes made to our messaging control policy and the discontinuance of certain legacy
services for market participants.
Deductions from revenue
Deductions from revenue totaled R$216,019 thousand, a 9.4% year-on decrease, in line with the lower revenue and
reflecting the offsettable amount of credits from PIS and Cofins taxes related to revenue inputs.
Net revenue
As a result of the changes in revenue line items discussed above, the net revenue fell 4.5% year-over-year, to
R$2,030,433 thousand from R$2,126,638 thousand one year before.
Expenses
Expenses totaling R$804,070 thousand rose only 1.7% year-over-year, significantly below the inflation rate of the same
period. Set forth below is a discussion of the principal changes in operating expense line items.
Personnel and related charges. This expense line totaled R$354,411 thousand, stable year-on-year as a result of (i)
diligent headcount management adopted by the Company throughout 2014; and (ii) increased costs on capitalized
personnel expenses for technological development in 2014, for which the amount was R$6,073 thousand higher than in
2013.
Data processing. The expenses in this line item totaled R$124,202 thousand, up 12.5% year-on-year due mainly to
R$9,505 thousand related to updating the BM&FBOVESPA PUMA Trading System, which is unlikely to be repeated.
Depreciation and amortization. The expenses in this line item totaled R$119,133 thousand, stable compared with 2013.
Marketing and promotion. This expense line hit R$11,305 thousand down a considerable 23.8% year-on-year due
primarily to the reprioritization of our marketing campaigns for the year and cuts in advertising expenses.
Sundry. This expense line hit R$65,679 thousand, up 17.4% year-on-year due primarily to an increase in donations and
contributions, among which: (i) R$9,335 thousand in proceeds from fines having been transferred to BM&FBOVESPA
Market Surveillance (BSM) in the final quarter of 2014 to fund its operations, as well as the regular transfer of fines for
cash settlement and delivery failures made by BSM, as established in BM&FBOVESPA Circular Letter 044/2013; and (ii)
contributions to the federal governments Cincias sem Fonteiras educational project in the third quarter of 2014.
Operating income
At R$1,226,363 thousand, the operating income (revenues, net of expenses) was down 8.2% from R$1,335,824
thousand in the prior year.
40

Gain (loss) on equity-method investment (equity in the results of subsidiaries and investees)
We account for our investment in shares of the CME Group under the equity method of accounting and recognize gains
and losses through profit or loss in the statement of income. Our net share of gain from the equity-method investment
in CME Group shares went up 23.8% from one year before, totaling R$212,160 thousand, reflecting the depreciation of
the Brazilian Real against the US Dollar and improved CME Group results. It should be noted that this figure includes
R$80,966 thousand provisioned as recoverable tax paid abroad.
Interest income, net
Net interest income for the year hit R$208,157 thousand, up 15.2% year-on-year due primarily to the positive impact of
interest income rising 21.0% to R$361,761 thousand in 2014 in line with higher interest rates. Interest expenses,
meanwhile, rose 30.0% to R$153,604 thousand due to the depreciation of the Brazilian Real against the US Dollar, since
most our interest expenses correlate with debt under global senior notes issued in a July 2010 cross-border offering, and
to an R$18,105 thousand nonrecurring REFIS (Tax Recovery Program) adhesion payment.
Income before taxation on profit
Income before taxation on profit fell by 2.4% year-over-year, to R$1,646,680 thousand from R$1,687,884 thousand one year
previously.
Income tax and social contribution
Income before taxes totaled R$660,959 thousand and include R$104,159 thousand in current income tax and social
contribution (related mainly to the offset portion of R$54,688 thousand with cash flow impact, including R$51,318
thousand in payment of tax of previous years through REFIS and R$49,471 thousand cleared with tax retained
overseas). Additionally, at R$556,800 thousand, the line item deferred income tax and social contribution breaks down
as follows: (i) recognition of deferred tax liabilities of R$554,576 thousand related to temporary differences attributable
mainly to amortization of goodwill for tax purposes, with no impact on cash flow; and (ii) recognition of deferred tax
assets amounting to R$2.224 thousand related mainly to temporary differences and reversal of deferred tax liabilities.
Discontinued Operations: after assessment of the results generated by the Bolsa Brasileira de Mercadorias in the past
few years, as well as its future prospects, BM&FBOVESPA reassessed its stake and decided to discontinue it,
relinquishing from its settlor membership and the rights that it held in Bolsa Brasileira de Mercadorias membership
shares. As a consequence, there was R$7,807 thousand negative income generated from discontinued operations,
including recognition of an R$7,539 thousand loss resulting from the relinquishment of the shares, calculated based on
the value of the investment held on November 30, 2014.
Net income for the year
Net income for the year fell 9.5% year-over-year to R$977,914 thousand from R$1,080,947 thousand at December 31,
2013.
Net income attributable to BM&FBOVESPA shareholders
Net income attributable to BM&FBOVESPA shareholders fell 9.7% year-over-year to R$977,053 thousand from
R$1,081,516 thousand the year before, primarily due to lower revenues earned and to non-recurring items such as
adhesion to REFIS (net negative impact of R$63,081 thousand) in August 2014 and the negative impact of discontinued
operations.
COMPARATIVE ANALYSIS OF MAIN CONSOLIDATED BALANCE SHEET ACCOUNTS YEAR ENDED DECEMBER
31, 2015 COMPARED WITH YEAR ENDED DECEMBER 31, 2014
TOTAL ASSETS: rose 4.1%, from R$25,263,482 thousand in 2014 to R$26,308,895 thousand in 2015.
Current Assets: 211.4% increase, from R$2,785,239 thousand in 2014 to R$8,673,786 thousand in 2015 (33.0% of total
assets), particularly on account of: i) the partial disposal of shares in the CME Group, the proceeds of which were
directed to financial investments; ii) the discontinuity of the equity income method of accounting for the investment in
the CME Group, while the amount of this investment was transferred from investment in associate to financial
investments.
Cash and Cash Equivalents, and Financial Investments (considering the current and noncurrent assets lines): totaled
R$10,054,994 thousand in 2015, up 160.8% against R$3,855,527 thousand in 2014, particularly due to extraordinary
impacts related to the CME Group, as mentioned above.
Noncurrent assets: 21.5% drop, from R$22,478,243 thousand in 2014 to R$17,635,109 thousand in 2015 (67.0% of
total assets).
41

Investments: 99.2% drop, from R$3,761,300 thousand in 2014 to R$30,635 thousand in 2015. As mentioned above, this
line was impacted by the partial disposal of shares in the CME Group and the discontinuity of the equity method of
accounting for the remaining investment in the CME Group, which was reclassified and removed from the line
Investment in Associate.
Intangible assets: 9.4% drop, from R$16,773,216 thousand in 2014 to R$15,189,954 thousand in 2015. Intangible
assets consist basically of goodwill on expectations of future profits as a result of the acquisition of Bovespa Holding,
whose impairment amounted to R$1,662,682 thousand, as mentioned above.
Current liabilities: 10.8% increase, from R$1,891,833 thousand in 2014 to R$2,096,785 thousand in 2015, particularly
reflecting the funding transactions carried out by Banco BM&FBOVESPA.
Noncurrent liabilities: totaled R$5,859,897 thousand in 2015, up 33.7% compared to R$4,383,246 thousand in 2014.
Debt issued abroad and loans: increased from R$1,619,123 thousand in 2014 to R$2,384,084 thousand in 2015, up
47.2%, on account of depreciation of the Brazilian Real against the U.S. dollar in the period.
Deferred income tax and social contribution: rose from R$2,584,525 thousand in 2014 to R$3,272,276 thousand in 2015,
up 26.6%, resulting from the recognition of deferred taxes arising from amortization of goodwill for tax purposes and
the discontinuance of the equity up method of accounting for the CME Group.
Shareholders Equity: 3.4% drop, from R$18,988.403 thousand in 2014 to R$18,352,213 thousand in 2015, mainly
impacted by goodwill impairment, as mentioned above.
COMPARATIVE ANALYSIS OF MAIN CONSOLIDATED BALANCE SHEET ACCOUNTS YEAR ENDED DECEMBER
31, 2014 COMPARED WITH YEAR ENDED DECEMBER 31, 2013
As mentioned above, BM&FBOVESPA is restating the balances presented in the financial statements as of December 31,
2014, according to the criteria set forth in CPC 32/IAS 12, which require the net recognition of income-related deferred
tax assets and liabilities.
TOTAL ASSETS
Total assets of R$25,263,482 thousand fell 1.7% from R$25,693,622 thousand one year previously.
Current assets
Current assets decreased 35.5% year-over-year, to R$2,785,239 thousand (11.0% of total assets) from R$4,319,483
thousand the year before due mainly to a reduced amount of collateral deposited in cash and registered as current
liabilities.
Cash and cash equivalents; short-and long-term financial investments. These encompass line items registered under
both current assets (cash and cash equivalents comprising cash on hand and demand deposits, in addition to shortterm financial investments) and noncurrent assets (long-term financial investments). Short- and long-term financial
investments are liquid investments with prime banks, and investments in financial investment funds, government bonds
and other highly liquid financial assets. At December 31, 2014, cash and cash equivalents plus short- and long-term
financial investments totaled R$3,855,527 thousand, a 20.8% year-on-year drop from R$4,870,760 thousand, due
primarily to reduction in cash collateral, which had an extraordinary amount of R$1,154,902 thousand in 2013 for FX
settlement. Cash collateral received by us is recorded under current liabilities.
Noncurrent assets
Noncurrent assets of R$22,478,243 thousand (89.0% of total assets) climbed 5.2% year-on-year from R$21,374,139
thousand one year before. Set forth below is a brief discussion of main changes to line items under noncurrent assets
not previously discussed.
Investments. This line item rose 12.4% year-on-year to R$3,761,300 thousand from R$3,346,277 thousand previously.
The investments line consists primarily of investment in associate which we account for under the equity method of
accounting, and relates to our ownership interest in shares of the CME Group, which at December 31, 2014, were
recorded at R$3,729,147 thousand. The year-on-year rise in investment value is attributable mainly to depreciation of
the
Brazilian
Real
against
the
US Dollar and our recognition of gain on equity-method investment.
Intangible assets.
This line was almost unchanged year-on-year, at R$16,773,216 thousand from R$16,672,325
thousand previously. Intangible assets consist of (i) goodwill, which at R$16,064,309 thousand remained unchanged
42

(and accounted for 63.6% and 62.0% of total assets at December 31, 2014 and 2013, respectively); and (ii) software
and projects, which jumped 16.6% year-on-year to R$708,907 thousand from R$608,016 thousand one year before, due
mainly to acquisition, development and implementation of new software applications and systems.
Current liabilities
Current liabilities decreased 30.2% year-on-year to R$1,891,833 thousand from R$2,710,846 thousand the year before.
This change is attributable mainly to a drop in the value of cash collateral deposited by the participants in our markets at
end of the periods, which dropped 36.2% to R$1,321,935 thousand from R$2,072,989 thousand one year before.
Noncurrent liabilities
Noncurrent liabilities of R$4,383,246 thousand were up 19.0% from R$3,683,884 thousand in the prior year. Set forth
below is a brief description of the main changes to line items under noncurrent liabilities.
Debt issued abroad and loans. Loans and financing amounting to R$1,619,123 thousand rose 13.5% from R$1,426,193
thousand one year earlier primarily on account of depreciation of the Brazilian Real against the US Dollar.
Deferred income tax and social contribution. Deferred income tax and social contribution liabilities of R$2,584,525
thousand versus R$2,092,737 thousand one year before, climbed 23.5% resulting from recognition of the temporary
differences between the tax base of goodwill and its balance sheet carrying value (while goodwill continues to be
amortized for tax purposes, since January 1, 2009, it has no longer been amortized for accounting purposes, thus
resulting in a goodwill tax base that is lower than its carrying value).
Shareholders equity
Shareholders equity of R$18,988,403 thousand fell slightly, by 1.7% from R$19,298,892 thousand one year before.
10.2 Operating and financial income
a.
description of material revenue components
YEAR ENDED DECEMBER 31, 2015 COMPARED WITH YEAR ENDED DECEMBER 31, 2014
From 2014 to 2015, Total Revenues increased by 9.5%, from R$2,246,452 thousand to R$2,458,847 thousand.
Trading, clearing and settlement systems - BM&F Segment: totaled R$1,074,531 thousand (43.7% of total revenues), up
24.0% against 2014, as a result of a 10.7% growth in the average daily volume and a 12.3% increase in average RPC.
Trading, clearing and settlement systems Bovespa Segment: totaled R$903,016 thousand in 2015 (36.7% of total
revenues), a 7.6% drop against 2014, reflecting a 6.9% drop in the average daily volume and a decrease by 19.4% in
the participation of equity derivatives in the average daily financial volume of the segment.
Revenues not tied to trading/settlement transactions: Totaled R$481,300 thousand (19.6% of total revenues), up 19.6%
year-on-year, as a result of the performance of certain services: vendors (+40.6%), securities lending (+27.1%) and
depository (+11.7%).
From 2013 to 2014, Total Revenues climbed by 5.0%, from R$2,364,956 thousand to R$2,246,452 thousand.
Revenues from trading and settlement fees earned within our BM&F Segment . These declined 5.5% year-on-year, to
R$866.6 thousand (38.6% of total revenues), due primarily to a 9.3% drop in traded volumes compared with 2014
partially offset by a 5.3% increase to average rate per contract (RPC).
Revenues from trading and settlement fees earned within our BOVESPA Segment. These declined 4.6% from the prior
year and amounted to R$977,373 thousand (43.5% of the total), primarily due to a 1.7% year-on drop in average daily
trading value, coupled with lower margin rates, which declined 2.5% from the prior year.
Revenues not tied to trading and settlement operations. These shrank 5.2% year-on-year to R$402,502 thousand
(17.9% of total revenues).
b.
factors that materially influence the results of operations
43

Throughout 2015, the markets operated by BM&FBOVESPA were notably impacted by a deteriorating Brazilian economy
and changing global scenario. The increase in market volatility levels and the strong depreciation of the Brazilian Real
against the US Dollar had a positive effect on the revenues of the BM&F Segment. The average daily volume of contracts
traded was 2.9 million in 2015, up 10.7% year-on-year. Interest rate in USD and Mini contracts were the main
highlights, growing 31.7% and 67.5%, respectively. In the Bovespa Segment, an important reduction from R$2.39
trillion in 2014 to R$2.21 trillion in 2015 was noticed in the market value of the companies listed. As a result, the
volumes traded also decreased, closing the year at R$6.79 billion, down 6.9% year-on-year.
The group of other revenues not related to volumes traded on the equities and derivatives markets also increased in the
period, rising 19.6% against 2014, particularly reflecting the improvements in the Companys commercial policies, the
growth in the securities lending market and in the Treasury Direct (Tesouro Direto) platform, as well as the exchange
rate depreciation, which had a positive impact on the revenues from vendors.
The year 2014 was marked also by a heatedly contested presidential race which resulted in heightened volatility and
increased trading volumes in the second half of the year, down to the voting day. However, this pre-electoral boost in
trading activity was insufficient to make up for the thin volume of trading in the earlier part of the year, so that
ultimately the overall volume traded fell short of the prior year volume both in markets comprising our BM&F Segment
and the markets comprising our Bovespa Segment (equities and equity derivatives).
The BM&F Segment saw a 9.3% fall in average daily contracts traded due mainly by a slump in volume traded in
Brazilian-interest rate contracts, which are typically the top traded contracts in this segment. As for the Bovespa
Segment, the average daily value traded in the stock market and the equity derivatives markets dwindled by slight 1.7%
year-on-year, to a large extent having trailed the fall in average market capitalization of listed firms, which is
attributable to the countrys deteriorating macroeconomic landscape.
c.
changes in revenues attributable to fluctuations in prices, exchange rates, inflation rates,

changes in volumes and offerings of new products or services
Trading, clearing and settlement systems - BM&F Segment: in addition to the 10.7% increase in the volume of
contracts traded, this revenue line was positively impacted by: (i) the increase in the average RPC of contracts that
reference the US dollars, notably forex contracts (+37.6%) and US Dollar-denominated interest rate contracts
(+42,2%), due to a 40.7%7 appreciation in the average dollar; and (ii) changes in the commercial policy for
investors using Direct Market Access (DMA) tools, which have been in force since January 2015.
Trading, clearing and settlement systems Bovespa Segment: this revenue line was adversely impacted by a 6.9%
drop in the average daily financial volume.
Securities lending: this revenue line was positively impacted by an 18.3% increase in the average value of open
interest positions and changes in the commercial policies for some client groups as from January 2015.
Depository service: this revenue line was positively impacted by: (i) the growth of Treasury Direct, whose average
Vendors: this revenue line was positively influenced by: (i) the application, as from July 2015, of the new
stock recorded 46.8% increase; and (ii) changes in the commercial policies adopted by the depository as from April
2015.
commercial policy and the depreciation of the Brazilian Real against the US Dollar, since 62.0% of this revenue line
was denominated in US currency.
Trading and post-trade systems within BM&F Segment. The fluctuation in exchange rates between the years
2014 and 2013 positively influenced the average RPC for forex contracts (+5.3%) and US Dollar-denominated
interest rate contracts (+5.1%), as the fees we charge for each of these contract groups are denominated in
US Dollars. Between 2013 and 2014 the average exchange rate for US Dollars appreciated 8.6% against the
Considers the average closing PTAX rate at the end of the months of December 2013 to November 2014 (base for 2014), and December 14 to
November 15 (base for 2015).
44

Brazilian Real8.
Trading and post-trade systems within BOVESPA Segment. As discussed elsewhere herein, in April 2013 we
Market data (vendors). This revenue line was positively influenced by the appreciation of the US Dollar against
implemented a price structure rebalancing across the segment (trade and post-trade fees rates mainly) which
resulted in changes in pricing policies that included rate cuts for trades in cash equities by foreign and retail
investors, in addition to discounts by volume range granted to local institutional investors and intraday traders
dealing on the equity and option markets. To a certain extent, these price changes hampered the comparability
of the revenue lines related to trading and settlement fees between 2013 and 2014.
the Brazilian Real, as about half of our revenues from sales to financial data vendors originate from foreign
customers from whom we charge fees denominated in US Dollars for payment abroad.
d.
Impact on financial condition and results of operations attributable to changes in inflation

rates; in market prices for the principal raw materials and products; in exchange and
interest rates
The increase in interest rates had a positive impact on our financial income, as it determined the basis for remuneration
of financial investments that totaled R$5,201,396 thousand as of December 31, 2015 (not including R$4,853,598
thousand in shares in the CME Group and the Bolsa de Comercio de Santiago); R$3,354,992 as of December 31, 2014;
and R$3,674,171 as of December 31, 2013.
The effects of depreciation of the Brazilian real against the US Dollars were as follows: (i) increase in the average RPC of
FX rates contracts, interest rate in USD contracts and commodities, since these instruments reference the US dollar, as
explained in item 10.2.c; (ii) increase in financial expenses, since our onerous liabilities consist of interest rates on the
issue of Senior Unsecured Notes denominated in US dollars, as explained in item 10.1.b; (iii) increase in financial
revenue, given that as from September 2015, dividends from the CME Group have been accounted in this line; and (iv)
higher revenues from vendors, as set forth in item 10.2.c.
The inflation rate influences our expenses, in particular expenses with personnel and payroll charges, as explained in
item 10.1.h above. Under our annual collective bargaining agreement, which is renewed every month of August,
personnel and payroll charges increase. In the past years, personnel and payroll charges have been adjusted
according to the IPCA (Extended National Consumer Price Index).
10.3 Events having actual or expected material effects on the financial statements
a.
creation or disposal of operating segment
No operating segment was created or disposed of the year ended December 31, 2015. Accordingly, no such event has
had or is expected to have any effects on our financial statements or results of operations.
b.
organization, acquisition or disposal of ownership interest
With the purpose of rebalancing the mix of the Companys assets, BM&FBOVESPA reduced its ownership interest in the
CME Group by disposing of 20% of its investment, as disclosed in a notice to the market issued on September 9, 2015.
Management reassessed its significant influence on the CME Group, taking into account all current quantitative and
qualitative factors, and concluded that the meaning of significant influence, as provided for in CPC 18, no longer
existed. Based on this assessment, the Company reclassified its equity interest for the period from the item Investment
in Associate, which is measured at the equity, to the item "Financial Investments - available for sale, which is
measured at market value.
It is worth noting that the reduction of the shareholding and the discontinuity of the equity method does not imply
changes in the fundamental aspects of the strategic partnership between BM&FBOVESPA and the CME Group, which has
been fruitful in the development of technologies, acquisition of know-how, order routing, cross listing of products, and in
bringing us closer to global customers that operate in our market today.
In the first half of 2015, BM&FBOVESPA purchased an 8.3% stake in Chiles Bolsa de Comercio de Santiago for R$43,633
thousand. This move is part of a strategy to explore partnership opportunities with other exchanges, and invest in
opportunities to expand the Companys activities to other business areas.
Considers the average closing PTAX rate at the end of the months of December 2012 and November 2013 (base for the RPC of January 2013 to
December 2014).
45

c.
extraordinary events or transactions
Impairment
Goodwill from the acquisition of Bovespa Holding is based on both the expectations of future profitability and on the
economic and financial valuation of the investment.
The assumptions adopted for future cash flow projections of BM&FBOVESPA, in the BOVESPA Segment (Cash Generating
Unit (CGU)), were based on analysis of performance over the past years, growth analyses and expectations in the
market and managements expectations and strategies.
BM&FBOVESPA uses the services of an external and independent specialist to measure the recoverable value of assets
(value in use). The report presented by this specialist identified the need to make a negative adjustment in the goodwill
book value as of December 31, 2015, in the amount of R$1,662,681 thousand.
Stock options Long-term Incentive

On February 4, 2015, BM&FBOVESPA offered to the beneficiaries of the Companys Stock Options Plan the following
choices: (i) remaining as holders of their options, or (ii) cancelling the balance of their options and receiving an amount
in cash with respect to those options which had already vested (vested options) and shares issued by the Company, to
be transferred to the beneficiaries in future dates, with respect to those options which had not yet vested (nonvested
options). The shares received with respect to the cancellation of non-vested options are subject to the Stock Grant Plan
approved by the Company in an Extraordinary General Meeting on May 13, 2014.
The cash payment made with respect to the cancellation of the vested options will be registered in the Financial
Statements of BM&FBOVESPA as follows: (i) R$56,372 thousand related to the principal amount, recognized in
Shareholders Equity, in the first quarter of 2015, with no impact on income for the period, since these options had
already affected the Companys expenses in previous financial periods (as set forth in CPC 10 (R1) mentioned above);
and (ii) R$33,507 thousand related to payroll charges, recognized as personnel expenses during 2015 (around 80% in
the first quarter), with net impact on income, after deductibility for purposes of computing income tax and social
contribution, in the amount of R$22,784 thousand.
In the case of non-vested options, personnel expenses related to the options plan, with no cash impact, to which
BM&FBOVESPA was already committed and which would be recognized between 2015 and 2018, will be replaced with
expenses related to the Stock Grant Plan over the same period, also with no cash impact. As the transition was carried
out at Fair Value, the original values of the Options (now cancelled) will continue to be used as a reference for expenses
with the shares granted (as set forth in CPC 10 (R1)), with no change in the value to be computed over time. The only
additional impact will result from payroll charges (60.3% applied on the value of the shares transferred to the
Beneficiaries), which will be provisioned and recognized as personnel expenses in proportion to each year and which will
impact the Companys cash, almost in its entirety, on the date of transfer of the shares. In other words, throughout
2015, charges will be provisioned in relation to the shares to be transferred to the Beneficiaries in January 2016, and so
on for each year thereafter.
In the year ended December 31, 2015, there were no events or transactions characterized as extraordinary events or
transactions related to us and/or our activities which materially influenced, or are expected to materially influence, our
financial statements or results of operations, other than those mentioned above.
10.4 - Managements discussion on:
a.
significant changes in accounting practices
There were no significant changes in our accounting practices in the years ended December 31, 2015, 2014 and 2013.
b.
significant effects of changes to accounting practices
There were no significant changes in our accounting practices in the years ended December 31, 2015, 2014 and 2013.
c.
qualifications and emphasis of matter paragraphs included in the independent auditors
report
There were no qualifications and emphasis of matter included in the independent auditors report on the financial
statements for the year ended December 31, 2015.
The independent auditors report on our financial statements for the years ended December 31, 2014 and 2013,
included an emphasis of matter paragraph to the effect that the individual financial statements were prepared in
46

accordance with the accounting practices adopted in Brazil. In the case of BM&FBOVESPA S.A. Bolsa de
Valores, Mercadorias e Futuros, these practices differ from IFRS applicable to separate financial statements only
in relation to the measurement of investments in subsidiaries and associate entities accounted for under the
equity method, since IFRS would require them to be carried at cost or fair value. Our opinion is not qualified
with respect to this matter.
Upon issuance of pronouncement IAS 27 (Separate Financial Statements), reviewed by the IASB in 2014, the individual
financial statements issued under the IFRS allow the use of the equity method for valuation of investments in
subsidiaries and associates. In December 2014, CVM issued Resolution No. 733/2014, which approved Technical
Pronouncement Review Document No. 07 referring to CPC Pronouncements 18, 35 and 37 issued by the Brazilian
Accounting Pronouncements Committee (CPC), and incorporated said review to IAS 27, allowing the its adoption as from
the year ended December 31, 2014. Consequently, the individual financial statements are in full accordance with the
IFRS as from that year.
10.5 - Critical accounting policies
a.
accounting estimates made by Management about uncertainties and material issues

related to the description of the financial condition and results of operations, and
requiring subjective or complex judgment, such as: provisions, contingencies, recognition
of revenues, tax credits, long-term assets, useful life of noncurrent assets, pension plans,
adjustments to foreign currency translations, environmental recovery costs, impairment
testing of assets and financial instruments
Impairment
Goodwill from the acquisition of Bovespa Holding is based on both the expectations of future profitability and on the
economic and financial valuation of the investment.
The assumptions adopted for future cash flow projections of BM&FBOVESPA, in the BOVESPA Segment (Cash Generating
Unit (CGU)), were based on analysis of performance over the past years, growth analyses and expectations in the
market and managements expectations and strategies.
The deterioration in the macroeconomic scenario over 2015, especially in the last quarter, affected the Bovespa
Segment, causing a decrease in the listed companies market value and, consequently, in traded volumes. Associated
with the downturn in the current scenario, the interest rate and country risk projections for the short and long terms also
caused a decrease in the CGUs value in use.
Based on the growth expectations of the Bovespa Segment, the projected cash flow considers revenues and expenses
related to the segments activities. The projection period of these cash flows covers the period from December 2015 to
December 2025. The perpetuity was determined by extrapolating the 2025 cash flow at a growth rate corresponding to
that expected for the nominal GDP in the long term, of 7.11% p.a.
Management understands that a ten-year projection period is based on the perception that the Brazilian capital market,
in the variable income segment, should undergo a long period of growth until the long-term maturity is reached.
To determine the present value of the projected cash flow, an average after-tax discount rate of 15.6% p.a. was used,
which is equivalent to a 17.4% rate before taxes. (2014 equivalent to 14.1% and 15.6%, respectively).
BM&FBOVESPA uses an outside and independent specialist to assist it in measuring the recoverable amount of an asset
(value in use). The report submitted by the specialist identified that a negative adjustment to the goodwill book value at
December 31, 2015, in the amount of R$1,662,681, is necessary.
The three most significant variables that affect the calculated value in use are the discount rates, net revenue growth
rate, and perpetuity growth rate. BM&FBOVESPA management analyzed sensitivity in order to determine the impacts of
changes in those variables on the calculated value in use: increase by 120bps in discount rate of taxes (standard
deviation of discount rates in the past five years); decrease by 190bps in annual average revenue growth rate for the
period from 2016 to 2025 (15% reduction); and decrease by 50bps in perpetuity growth rate (standard deviation of
average 10-year series of Brazilian actual GDP). Sensitivity scenarios reveal values in use of the CGU between 3% and
14% lower than the value in use estimated in the independent specialist report.
Management will continue to monitor over the next year the latest external and internal indicators in order to identify
any deterioration that could result in losses due to impairment of assets.
47

Provisions for tax, civil and labor contingencies
BM&FBOVESPA and its subsidiaries are defendants in a number of legal and administrative proceedings involving labor,
tax and civil matters arising in the ordinary course of business.
The legal and administrative proceedings are classified by their likelihood of loss (probable, possible or remote), based
on the assessment by BM&FBOVESPAs legal department and external legal advisors, using parameters such as previous
legal decisions and the history of loss in similar cases.
The proceedings assessed as probable loss are mostly comprised as follows:
Labor claims mostly relate to claims filed by former employees of BM&FBOVESPA and employees of outsourced
service providers, on account of alleged noncompliance with labor legislation;
Civil proceedings mainly relate to aspects of civil liability of BM&FBOVESPA and its subsidiaries;
Tax proceedings mostly relate to PIS and COFINS levied on (i) BM&FBOVESPA revenues and (ii) receipt of
interest on equity.
Lawsuits assessed as a possible loss are not provisioned. The amounts at risk in these cases totaled R$1,027,832
thousand as of December 31, 2015, where: R$54,812 thousand relates to labor cases, R$355,700 thousand relates to
civil law cases, and R$671,320 thousand relates to tax cases, as detailed under Note 14 of the financial statements for
the year ended December 31, 2015.
In the case of proceeding assessed as remote loss, it is important to mention the Brazilian IRS notice of delinquency,
questioning the amortization, for tax purposes, of goodwill on merger of shares of Bovespa Holding S.A. into
BM&FBOVESPA. At December 31, 2015 the administrative proceeding amounted to R$3,195,188 thousand for the fiscal
benefits obtained between 2008 and 2011.
Investments Equity in associate (Equity Accounting)

BM&FBOVESPA applies the equity method of accounting to value investments in business over which we have the ability
to exercise significant influence. Our judgment of the degree of influence we exercise over the investment considers key
factors, such as equity interest, representation at the Board of Directors, participation in defining business policies and
trades, and material intercompany transactions.
Aiming at rebalancing its mix of assets, BM&FBOVESPA disposed of 20% of the shares held in the CME Group
(equivalent to 3,395,544 Class A Common Stocks, or 1% of total shares issued by the CME Group), reducing its interest
to 13,582,176 shares (4% of total shares issued by the CME Group), as per the Notice to the Market issued on
September 9, 2015.
As a result of the consolidation of the strategic partnership entered into in 2010, the natural maturation of the process of
transfer of knowledge and technology between the companies, and the disposal of a portion of the interest held by the
Company, Management reassessed its the significant influence on the CME Group, taking into account all current
quantitative and qualitative factors, and concluded that the meaning of significant influence, as defined in CPC 18, no
longer existed regarding the CME Group.
Accordingly, the Company reclassified its equity interest in the CME Group, as from September 14, 2015 (date of the
financial settlement of the sale), from the item Investment in Associate, which is measured at the equity method, to
the item "Financial Investments - available for sale, which is measured at market value. The previous net investment
hedging structure was discontinued, and other comprehensive income for the underlying investment and the hedging
instrument were taken to income for the period.
Classification of financial instruments

BM&FBOVESPA initially classifies its financial assets, depending on the purpose of the asset acquisition, into the following
categories: measured at fair value through profit or loss, receivables and available for sale.
Financial assets measured at fair value through profit or loss

Financial assets measured at fair value through profit or loss are financial assets held for active and frequent trading or
assets designated by the entity upon initial recognition. Gains or losses arising from the changes in fair value of financial
instruments are recorded in the income statement in Financial results for the period in which they occur.
Receivables
This category includes non-derivative financial assets with fixed or determinable payments that are not quoted in an
48

active market. Receivables of BM&FBOVESPA mostly comprise customer receivables. Receivables are recorded at
amortized cost using the effective interest rate method less any impairment losses.
Available-for-sale financial assets

Available-for-sale financial assets are non-derivatives classified in this category or not classified in any other. Availablefor-sale financial assets are recorded at fair value. Interest on available-for-sale securities, calculated using the effective
interest rate method, is recognized in the income statement as financial income. The amount relating to the changes in
fair value is recorded as a matching entry to comprehensive income, net of taxes, and transferred to the income
statement when the asset is settled or becomes impaired.
Stock Options Plan

According to the Notice to the Market dated February 4, 2015, BM&FBOVESPA decided to offer to the beneficiaries of
grants carried out under the Companys Stock Options Plan the following choices: (i) remaining as holders of their
options, or (ii) cancelling the balance of their options and receiving an amount in cash with respect to those options
which had already vested (vested options) and shares issued by the Company, to be transferred to the beneficiaries in
future dates, with respect to those options which had not yet vested (nonvested options).
For further information regarding BM&FBOVESPAs stock options plan, please refer to item 10.3.c. of this reference form.
Post-retirement healthcare
BM&FBOVESPA offers post-retirement healthcare benefit to the employees who have acquired this right until May 2009.
The right to this benefit is conditional on the employee remaining with the Company until the retirement age and
completing a minimum service period. The expected costs of these benefits are accumulated over the period of
employment or the period in which the benefit is expected to be earned, using the actuarial methodology that considers
life expectancy of the group in question, increase in costs due to the age and medical inflation, inflation and discount
rate. The contributions that participants make according to the specific rule of the Health Care Plan are deducted from
these costs. The actuarial gains and losses on the health care plan for retirees are recognized in the income statement in
accordance with the rules of IAS 19 and CPC 33 - Employee Benefits, based on actuarial calculation prepared by an
independent actuary, according to Note 18(c).
For further information regarding BM&FBOVESPAs post-retirement healthcare plan, please refer to Note 18 to the
Financial Statements for the year ended December 31, 2015.
10.6 - Material off-balance sheet arrangements
a.
off-balance sheet items
Collateral for transactions: Transactions carried out on BM&FBOVESPA markets are secured by deposits of margins in
cash, government bonds and corporate debt securities, bank letters and stocks, among other. These collaterals are
treated off-balance sheet, except for those received in cash. For further information, see item 10.7 below.
i.
operating lease transactions (as lessor or lessee)
There are no material operating lease transactions undisclosed in our consolidated financial statements.
ii.
obligations and risks retained under written off receivables portfolios, and related
liabilities
No receivables portfolio have been written off over which we have retained obligations or incurred risk.
iii.
commitments to purchase or sell products or services in the future
There are no material purchase or sale commitments undisclosed in our consolidated financial statements.
iv.
unfinished construction contracts
We have no construction contracts undisclosed in our financial statements.

v.
take-out financing commitments
We have no take-out commitments agreed with any parties.
49

b.
other off-balance sheet items
Banco BM&FBOVESPA manages a fund called Fundo BM&FBOVESPA Margem Garantia Referenciado DI Fundo de
Investimento em Cotas de Fundos de Investimento, with net assets of R$165,794 thousand as of December 31, 2015
(R$136,331 thousand in 2014; R$66,008 thousand in 2013).
As a custodian, the Bank is responsible for the custody of: securities on behalf of nonresident investors in total amount
of R$493,331 thousand as of December 31, 2015 (R$365,548 thousand in 2014; R$261.952 thousand 2013); and (ii)
agricultural securities registered in the BM&FBOVESPA System for Registration of Custody of Agricultural Securities in
total amount of R$0 thousand as of December 31, 2015 (R$15,079 thousand in 2014; R$15,079 thousand in 2013).
10.7 Discussion of off-balance sheet items
i.
ii.
iii.
how off-balance sheet items change or may change revenues, expenses, results of
operations, financial expenses and other balance sheet line items
nature and purpose of the transaction
nature and amount of obligations and rights arising from the transaction in favor
of the Company
Collateral for transactions:

BM&FBOVESPA operates four clearing houses that, according to the Central Bank of Brazil, perform systemically material
roles: the BM&FBOVESPA Clearinghouse (futures, forwards, options and swaps); the equities and corporate debt
securities clearing house (cash, forward, option and futures transactions, and securities lending); the FX clearing
house (spot FX market transactions); and the securities clearing house (cash or forward transactions, definitive and
repo transactions, in addition to securities lending).
Through these clearing facilities, BM&FBOVESPA operates as a central counterparty (CCP) to ensure the transactions
carried out on these markets. This means that, in acting as a clearing house, BM&FBOVESPA becomes responsible for
full completion of the transactions carried out and/or registered in its systems.
Acting as a central counterparty, BM&FBOVESPA absorbs the credit risk of participants who use its clearing and
settlement systems. When a participant fails to make the payments due, or deliver the assets or goods due,
BM&FBOVESPA uses its collateral mechanisms to assure the settlement of registered trades, within the scheduled
timeframe, as foreseen. In the event of a failure or insufficiency of the safeguard mechanisms of its clearing houses,
BM&FBOVESPA may have to use its own equity, as a last resort, to ensure the proper settlement of trad es.
For proper risk mitigation, each clearing facility has its own risk management system and safeguard structure. To a
large extent, each of these safeguard structures adopts a loss-sharing arrangement model named defaulter pays,
whereby the collaterals given by each participant should be able to absorb, to a high degree of reliability, any
potential losses associated with a participants default. Thus, the amount required as collateral from participants is a
key element of the structure by which we manage potential market risks associated with our role as a central
counterparty clearing house.
Transactions carried out in BM&FBOVESPA markets are secured by deposits of margins in cash, government bonds and
corporate debt securities, bank letters and stocks, among other. As of December 31, 2015, the aggregate collateral
pledged to our clearing houses totaled R$305,162,253 thousand (R$242,079,177 thousand and R$214,389,365
thousand at December 31, 2014 and 2013 respectively). Of this total, R$303,824,243 thousand (R$240,757,242
thousand at December 31, 2013; R$212,316,376 thousand at December 31, 2013) was registered in off-balance sheet
accounts.
For additional information on collateral pledged to our clearing houses and our safeguard structures, see Note 17 to our
Financial Statements for the year ended December 31, 2015.
10.8 Business plan
a.
Investments
i.
quantitative and qualitative description of ongoing and planned investments
Since early 2010, we have been investing heavily in offering a streamlined, efficient infrastructure to market participants
and clients, as well as capturing and potentializing growth opportunities existing in the country. These capital
expenditures should further boost our strategic position and sharpen our competitive edge.
50

According to our estimates, from 2010 to 2016 investments should total approximately R$1,600,000 thousand, of which
R$227,008 thousand were made in 2015; R$240,220 thousand in 2014; R$289,224 thousand in 2013; R$258,363
thousand in 2012; R$204,041 in 2011; and R$268,362 thousand made 2010. The larger part of this plan consists of
investments in technology.
Furthermore, we believe in BM&FBOVESPAs potential for growth and a have clear understanding of the important role
our Exchange performs as a driver of strength and development for the Brazilian capital markets. We strongly believe
our investments in technology and products are key factors to improve the quality of the services we offer, and to
strength and enhance market transparency.
Technology Developments
One of our strategic objectives is to offer prime Information Technology (IT) services to market participants. To this end,
our investments in IT projects were as follows: R$221,433 thousand in 2015; R$231,315 thousand in 2014; R$278,607
thousand in 2013; R$231,722 thousand in 2012; R$183,444 thousand in 2011, and R$219,261 thousand in 2010. Below
are the main projects we have completed or on which implementation we have been working on:
New trading platform - PUMA Trading System

In the first half of 2010, consistent with our partnership agreement with the CME Group, we started the joint
development of a multi-market and multi-asset class trading platform. This new platform, which is co-owned by the
two exchanges, has replaced our previous trading systems for equities, derivatives, spot FX and corporate debt
securities. This development places the BM&FBOVESPA trading platform among the most advanced and efficient of the
exchange industry and gives us technological independence. It should also be noted that the new platform has
brought greater efficiency to BM&FBOVESPA and to market participants, who may now have access to the different
markets operated by BM&FBOVESPA using a single system.
In the second half of 2011 we completed the implementation of the first stage of the PUMA Trading System project,
comprising the derivatives and spot forex module, which is now fully operational. The equities module became
operational in the first half of 2013 and the corporate debt securities module migrated to the new system at the end of
the first half of 2014. Throughout 2015, we developed and added new functionalities to the system, such as scheduling
the exercise of options, market hedging and weighted average price tunnels for assets of the BM&F Segment, and
hedging of contracts and structured transactions during auctions.
Post-Trade Integration
Since the merger of the two exchanges, in 2008, one of our most important projects has been the integration of our
clearinghouses. This integration will provide us, and particularly market participants, with greater efficiency, by allowing
the optimization of the use of capital in the settlement of transactions and allocation of collateral to cover risk exposures
(opposite risks taken in different markets can be offset).
The project made headway in the last quarter of 2011, when we announced licensing of the RTC software, produced by
the Swedish company Cinnober. The RTC system will be the backbone of our integrated clearing, allowing greater
technological innovations for being a trading system in essence, that is, focusing on performance, availability and
stability, without putting aside security and maintaining the strength of current models.
Late in 2012, we officially launched our Post-Trade Integration Program (Programa de Integrao da Ps-Negociao IPN) in connection with the creation of the new integrated clearing house, which will count on a new groundbreaking
risk management system in the international market. This will enhance the competitive edges of BM&FBOVESPA by
offering a single risk and collateral management system to all participants, and providing greater efficiency in capital
allocation to the deposit of collateral related to multimarket and multi-asset portfolios.
In August 2014, the new BM&FBOVESPA Clearinghouse went on stream for the entire derivatives market of the BM&F
Segment. As well as the new technology infrastructure, a new CORE risk calculation system was implemented. This new
integrated clearinghouse has brought greater efficiency in capital allocation to the deposit of collateral related to
multimarket and multi-asset portfolios, increasing BM&FBOVESPAs competitive edge. For example, on the launch date of
BM&FBOVESPA Clearinghouse for the derivatives market, for the same open positions and without increasing system
risk, the amount of collateral required was reduced by R$20 billion. The development of the second phase of the project
has now begun, which will encompass the equities and corporate debt securities market.
In 2015, BM&FBOVESPA followed the plan for the second phase of BM&FBOVESPAs new integrated Clearinghouse,
which comprises the integration of post-trade for the equities and corporate debt securities markets with the derivatives
phase, already in place. The technological development of the second phase has been completed in 4Q15, and
51

integrated testing and certification with market participants have already been initiated. In 2016, these integrated tests
will continue, and should be followed by a simultaneous production phase, which will replicate, in the test environment,
all the transactions carried out in the production environment. The deadline for migration will depend on the test results,
as well as on regulatory authorization.
New data center

We are now investing in a new data center in order to restructure and streamline our existing data centers, which will
result in a truly modern, efficient, safe and high-performing platform that is better prepared to support our future
growth. We centered our strategy on two primary data centers: one designed for our trading systems, and the other
planned to host our post-trade systems. One of the data center has been operational since June 2010, being a leased
high-capacity hosting facility operated by our IT team. The New Data Center was designed and built to allow the
installation of a more efficient and safer technological platform with greater capacity and prepared to meet our future
growth, as well as to host the infrastructure of market participants and clients. The construction of our new data center
began late in 2012 and was completed in the first half of 2014. In 2015, the New Data Center was integrated to the
BMF&BOVESPA data network, with the migration of the trading systems development infrastructure (PUMA) and
installation of the basic IT infrastructure required for the second phase of the new BMF&BOVESPA Clearinghouse. Finally,
activities like data communication accesses of participants and clients also migrated to the New Data Center.
OTC market and fixed-income securities platform (IBalco)

BM&FBOVESPA is permanently investing in the reformulation and expansion of services provided in the fixed income and
OTC markets, focusing on three main aspects: OTC derivatives registration, financial instrument registration, and trading
and custody of fixed-income securities.
Regarding OTC derivatives, BM&FBOVESPA completed migration of registration of non-deliverable forward currency
contracts (NDFs), swaps and flexible options from the legacy platform to a modern and flexible platform that will expand
the range of products offered with or without a central counterparty.
Regarding financial instruments, in 2015 we started offering registration services for scaled Bank Deposit Certificates
(CBD) and Financial Bills (LF), increasing the portfolio of products offered to clients.
ii.
sources of financing for investments
The primary source of funds we currently use to finance our strategic investment plans is our operating cash flow. We
may also consider alternative sources of funding by taking bank loans, or accessing government financing programs or
the domestic or international capital markets, or eventual dispose of our assets. In 2010, we accessed the capitals
market (Senior Unsecured Notes) as an alternative to finance our investments.
iii.
planned and ongoing material divestments
Not applicable, as there are no material divestments being considered or ongoing.

b.
disclosed acquisitions of plants, equipment, patents and other assets, which are expected
to materially influence production capacity
There are no disclosed acquisitions of plants, equipment, patents and other assets, which are expected to materially
influence our production capacity, other than those discussed under item 10.8.a (i) above.
c.
new products and services

i.
description of previously disclosed ongoing research
Not applicable, as our ongoing research studies are discussed under item 10.8.a(i) above.
ii.
total expenses incurred in research for development of new products or services
Not applicable, as our expenses with research studies are discussed under item 10.8.a(i) above.
iii.
previously disclosed and ongoing development projects
There are no previously disclosed projects under development, other than those discussed under item 10.8.a (i) above.
iv.
total expenses incurred in developing new products or services
52

Not applicable, since the amounts spent in developing new products or services are discussed under 10.8.a (i) above.
10.9 - Other factors with material influence
Other than as discussed elsewhere in this reference form, there are no reportable factors that could materially influence
our operating performance.
53

ATTACHMENT III
Information on the proposal for allocation of earnings required by Exhibit 9-1-II of
CVM Instruction No. 481, of December 17, 2009
1. Inform the net income for the year.
The net income for the year ended December 31, 2015 was R$2,202,238,045.10.
2. Inform the total amount and amount per share of dividends, including advanced dividends
and interest on shareholders equity already declared.
The global amount to be distributed as dividends is R$1,242,614,000.00.
Description
Gross amount per

share (R$)
Total Gross Amount
Dividends
0.12410981
223,581,000.00
Interest on Shareholders Equity
0.14274885
254,392,000.00
0.17655681
314,641,000.00
0.25251180
450,000,000.00
Total amount to be distributed for year 2015
0.69592727
1,242,614,000.00
3. Inform the percentage of net income for the year that has been distributed.
The percentage of net income to be distributed for the year ended December 31, 2015, will be
56.4%.
4. Inform the global amount and the amount per share of dividends distributed based on
income from prior years
There are no proposals for distribution of dividends based on income from prior years.
5. After deducting dividends advanced and interest on shareholders equity already declared,
please inform:
There are no proposals for the distribution of additional dividends based on net income for 2015.
a. The gross amount of dividends and interest on shareholders equity, separately, by
share type and class;
b. Form and term of payment of dividends and interest on shareholders' equity;
c. Possible adjustments for inflation and accrual of interest on dividends and interest
on shareholders equity;
d. Date of the declaration of payment of dividends and interest on shareholders equity
54

for purposes of identification of the shareholders entitled to receive them;

6. If the declaration of dividends or interest on shareholders equity was based on the
earnings determined in half-yearly balance sheets or shorter periods:
a. Inform the amount of dividends or interest on shareholders equity already
declared;
See table in under item b below.
b. Inform the relevant payment dates.
Description
Dividends
Interest on Shareholders
Equity
Equity
Equity
Total distributed in 2015
Resolution
RCA BVMF May 14,
2015
RCA BVMF August 13,
2015
RCA BVMF November
12, 2015
RCA BVMF December
10, 2015
Payment
May 29, 2015
September 8,
2015
December 4,
2015
December 29,
2015
Gross
amount
per share
(R$)
Total Gross
Amount
0.12410981
223.581.000,00
0.14274885
254.392.000,00
0.17655681
314.641.000,00
0.25251180
450.000.000,00
1,242,614,000.00
7. Provide a comparative table showing the following amounts by share type and class:
a. Net income for the year and three (3) prior years;
For purposes of disclosure of earnings per share, the basic earnings per share is calculated by
dividing income attributable to BM&FBOVESPA shareholders by the weighted average number of
outstanding shares during the period, according to the criteria provided for in Accounting
Pronouncement CPC 41 Earnings per Share, issued by the Accounting Pronouncements
Committee.
Net income for the year

Weighted average number of
outstanding shares - ON
Basic earnings per share (R$)
2015
2,202,238,045.10
2014
977,053,025.26
2013
1,081,516,765.50
1,791,892,507
1.229001
1,837,383,111
0.531763
1,918,813,109
0.563638
b. Dividends and interest on shareholders equity distributed in the three (3) prior
years;
Description
Dividends
Equity
Dividends
Gross
amount per Share type
share (R$)
0.08463761
ON
Total Gross
Amount
163,580,000.00
0.02587040
ON
50,000,000.00
0.14694335
ON
280,670,000.00
55

Dividends
Dividends
Description
Dividends
Dividends
Dividends
Dividends
Description
Dividends
Equity
Equity
Equity s
0.11834131
0.07960353
ON
ON
Gross
share (R$)
0.11153762
ON
0.10938138
ON
0.10481382
ON
0.10321756
ON
Gross
share (R$)
0.12410981
ON
225,260,000.00
145,703,000.00
865,213,000.00
Total Gross
Amount
204,914,000.00
200,061,000.00
190,726,000.00
185,941,000.00
781,642,000.00
Total Gross
Amount
223,581,000.00
0.14274885
ON
254,392,000.00
0.17655681
ON
314,641,000.00
0.25251180
ON
450,000,000.00
1,242,614,000.00
Please note that the Company issues common shares only.

8. Should there be the allocation of income to the legal reserve:
a. Identify the amount allocated to the legal reserve;
As provided for in the first paragraph of article 193 of Law 6404/76, the recording of a legal reserve
based on income for the year ended December 31, 2015 has not been proposed, given that the
balance of this reserve, plus the amount of capital reserves mentioned in paragraph 1 of article 182
of Law 6404/76 is 14,303,762,958.62 and thus exceeds 30% of the Companys capital stock.
b. Describe the calculations of the legal reserve.
In accordance with Articles 54 and 55 of the Bylaws, the Company shall allocated 5% of net
income, deducted any losses and the provision for the income tax.
It is noted that there are no proposals for allocation of a portion of income for the provision of the
legal reserve, according to item a above.
9. In the event that the Company holds preferred shares entitled to fixed or minimum
dividends:
a. Describe the calculations of fixed or minimum dividends;
b. Inform whether the income for the year is sufficient for the full payment of fixed or
minimum dividends;
c. Identify if non-paid portions are cumulative;
d. Identify the global amount of fixed or minimum dividends to be paid to each class of
preferred shares;
e. Identify any fixed or minimum dividends to be paid per preferred share in each
class.
56

Not applicable. The Company issues common shares only.

10. Regarding mandatory dividend:
a. Describe the calculations provided for in the by-laws;
According to article 55 of the Companys by-laws, after recording the legal reserve, any income
remaining should be adjusted through the recording of contingency reserves for and their respective
reversal, as the case may be. At least 25% of the balance remaining will be allocated for payment of
mandatory dividends.
b. Inform whether it is being paid in full;
Mandatory dividends are being paid in full. Please note that the Board of Directors proposed the
distribution of 56.4% of net income for the year ended December 31, 2015.
c. Inform any amount possibly retained.
The retention of dividends has not been proposed.
11. Should there be the retention of mandatory dividends due to the Companys financial
condition:
a. Inform the amount retained;
b. Detail the financial condition of the Company indicating any aspects regarding
analysis of liquidity, working capital and positive cash flows;
c. Justify the retention of dividends.
Not applicable, given that the retention of dividends has not been proposed.
12. Should there be the allocation of income to the contingency reserve:
a. Identify the amount allocated to the reserve;
b. Identify any loss deemed probable, as well as its cause;
c. Explain why the loss was considered probable;
d. Justify the recording of the reserve.
Not applicable. There are no proposals for allocation of net income for recording of the contingency
reserve.
13. Should there be the allocation of income to unrealized profit reserves:
a. Inform the amount allocated to the unrealized profit reserve;
b. Inform the nature of unrealized profit that originated the reserve.
Not applicable. There are no proposals for allocation of net income for recording of unrealized
profit reserve.
14. Should there be the allocation of income to statutory reserves:

a. Describe the statutory provisions establishing the reserve;
According to article 55 of the Companys by-laws, after recording the Legal Reserve, any income
57

remaining should be adjusted through the recording of reserves for contingencies, while their
respective reversal, as the case may be, should be distributed as follows: (i) A minimum of 25%
should be allocated for payment of the mandatory dividends due to shareholders (limited to the
amount of net income paid for the year, as long as the difference is recorded as unrealized profit
reserve); and (ii) total net income remaining should be allocated for recording of the statutory
reserve that may be used for investments or to compose the funds and safeguards required for the
proper development of the activities carried out by the Company and its subsidiaries, thus ensuring
the appropriate settlement of the transactions performed and/or registered on any of its
environments and trading, registration, clearing and settlement systems, and its custody services.
The amount allocated to the statutory reserve may not exceed the Companys capital stock.
Should the amount of the statutory reserve be sufficient for the purposes intended, the Board of
Directors may also: (i) propose to the annual general meeting the allocation to said reserve, for a
given year, of a percentage of net income that is less than that established in the by-laws; (ii) make
decisions as provided for in the by-laws; and (iii) propose the reversal of a portion of the reserve for
distribution to shareholders.
b. Identify the amount allocated to the reserve;

The amount proposed for allocation to the reserve is R$959.624.045,10. This amount does not
include R$585,804.96 for the realization of revaluation reserve.
c. Describe the calculation of the amount.
R$
Net income for 2015
2,202,238,045.10
Dividends
(223,581,000.00)

Statutory Reserve
(1,019,033,000.00)
959,624,045.10
* As mentioned in the item b above, this amount does not include R$585,804.96 for the
realization of revaluation reserve.
15. Should a retention of earnings be foreseen in the capital budget:

a. Identify its amount;
b. Provide a copy of the capital budget.
Not applicable. No retention of earnings are foreseen in the capital budget:
16. Should there be the allocation of income to the tax incentives reserve:
a. Inform the amount allocated to the reserve;
b. Explain the nature of the allocation.
Not applicable. There are no proposals for allocation of net income to the tax incentives reserve.
58

ATTACHMENT IV
Information about the Nominated Candidate Director requested in Subsections 12.5
through 12.10 of the Reference Form CVM Ruling 480 dated December 7, 2009
12.5. Information on the Directors

12.5.1. Board of Directors
Born
Profession
Taxpayer
ID (CPF)
Position
Election
date
Investiture
date
Term of
Office
Other
Positions
Elected by
Controlling
Shareholder
Larcio Jos
de Lucena
Cosentino
8/11/1960
Eletric engineer
032.737.678-39
Independent
Director
4/18/2016
4/18/2016
Through to the
date of the
annual meeting
that convenes
to judge the
2016 financial
statements
No
Larcio Jos de Lucena Cosentino - Independent Director

Founder and CEO of TOTVS, Latin Americas largest enterprise software, platform and consultancy company, Larcio
Cosentino, 55, graduated in electrotechnical engineering from the University of So Paulo. His career and history have
been mainly devoted to the IT sector, especially with the founding of TOTVS in 1983. Since then the company has
become absolute leader in Brazil and present in 41 countries. Today Cosentino is one of the leading players in the
Brazilian software market, actively working to defend and strengthen the IT industry. Besides leading the company, he
chairs the Executive Committee of Associao Brasileira de Empresas de Tecnologia da Informao e Comunicao
(Brasscom), and the Boards of Directors of Instituto Empreender Endeavor and Mendelics, among other activities.
Management positions in other public companies or third sector organizations: He is a Director and CEO of TOTVS S.A;
Member of the Board of Directors of IOS Instituto de Oportunidade Social; Chairman of the Executive Committee of
Associao Brasileira de Empresas de Tecnologia da Informao e Comunicao (Brasscom) ; Chairman of the Board of
Directors of Instituto Empreender Endeavor; Chairman of the Board of Directors of Mendelics.
No judgment of guilty, in the last five years, has been entered against Mr. Cosentino in any disciplinary or court
proceedings (final or otherwise).
12.6. Percentage of participation of the Directors at Board meetings
Not applicable. Mr. Cosentino was appointed to the Board of Directors on 02/26/2015 for the first time, and since then,
there was no meeting of the Board of Directors.
12.7. Advisory Committees to the Board of Directors
Not applicable. The candidate for Board member is not part of any Board Advisory Committee.
59

12.8. Percentage of participation of members in meetings of the Committees
Not applicable. The candidate for Board member is not part of any Board Advisory Committee.
12.9. Marital relationships or domestic partnerships or family relationships to the second degree
between:
a.
the directors of the registrant
There are no marital relationships or domestic partnerships or family relationships to the second degree between Mr.
Cosentino and other directors of the registrant.
b.
(i) the directors of the registrant and (ii) the directors of its direct and indirect subsidiaries
There are no marital relationships or domestic partnerships or family relationships to the second degree between Mr.
Cosentino and directors of the registrant and the directors of its direct and indirect subsidiaries.
c.
(i) the directors of the registrant or its direct or indirect subsidiaries and (ii) its direct or indirect
controlling shareholders
Not applicable as we have no controlling shareholders.

d.
(i) the directors of the registrant and (ii) the directors of its direct and indirect controlling shareholders
Not applicable as registrant has no controlling shareholders.

12.10. Employment, service or control relationships in the last three fiscal years between the directors of
the registrant and:
a.
any direct or indirect subsidiary of the registrant
There are no employment, service or control relationships between Mr. Cosentino and the registrants directors and its
direct or indirect subsidiaries.
b.
direct or indirect controlling shareholder of the registrant
Not applicable as registrant has no controlling shareholders.

c.
any material supplier, customer, debtor or creditor of either the registrant, its subsidiary or the
controlling shareholders or subsidiaries under common control
Not applicable, given that is not characterized as a material supplier, client, debtor or creditor.
60

ATTACHMENT V
MANAGEMENT COMPENSATION REFERENCE FORM ITEM 13
13. MANAGEMENT COMPENSATION

As an introductory note to this item 13, we would mention that, pursuant to a Notice to the Market released by us on
February 4, 2015, we have offered beneficiary holders of stock options granted under our stock options plan approved
by an Extraordinary General Meeting (the Stock Options Plan) an opportunity to elect either (i) to continue to hold their
options, or (ii) to cancel the balance of their options, and receive cash for those that have vested and a deferred grant of
Company shares in the case of non-vested options. Shares received in the event of the cancellation of non-vested
options would be linked to the stock grants plan approved by an Extraordinary General Meeting held in May 2014 (the
Stock Grants Plan).
The terms and conditions of the proposed cancellation of stock options in exchange for cash consideration and deferred
share grants were approved by our directors at a board meeting on December 24, 2014, and the implementation process
and procedures were authorized at a meeting of the board of directors compensation committee held on February 4,
2015.
As a result, the information provided in this item 13 with regard to stock options granted in 2012, 2013 and 2014 to
executive officers is no longer valid as from 2015, and these stock options have been cancelled, as shown in the table
provided under subsection 13.16 below. However, stock options previously granted to members of the Board of Directors
are still in effect, and in their case information is included on the options granted in 2013.
13.1
Compensation policy for the board of directors, executive officers and other senior management,
the fiscal council and statutory committees, and the audit, risk, finance and compensation committees,
giving the following details:
a.
Objectives of the compensation policy or practices
Our compensation policy is intended to foster alignment between the Companys objectives and the productivity and
efficiency of managers and staff, as well as to maintain our competitiveness in the market where we operate.
b.
Components of compensation
(i) Description of the components of compensation and their objectives

Board of Directors: members of the board of directors are paid fixed monthly compensation. The board chair is paid
an additional semiannual fixed amount equivalent to twice the compensation for a six-month period and has a company
car available for use. The purpose of fixed compensation is to adequately compensate the directors for their participation
in board meetings and for their contribution to the Board of Directors and the company, while the additional fee paid to
the board chair serves as compensation for the additional responsibilities pertaining to the function. Moreover, under the
stock grants plan, which we have adopted as a share-based long-term incentive, a specific mechanism has been
established whereby Company shares can be granted to board members. Previously, the long-term incentive was in the
form of a stock options plan.
Executive Officers and other Senior Management: total compensation for executive officers consists of:
Base yearly compensation comprising thirteen monthly payments which remunerate executives directly
for the services provided, in line with market practices;
Benefits package which includes health and dental care plans, life insurance, meal vouchers,
retirement pension, company car, parking, medical check-ups and a company cell phone, all of which
is intended to provide an attractive package compatible with industry standards for senior executives;
Variable semiannual payments distributed under the companys profit-sharing program, which is based
on a salary multiple formula tied to company earnings indicators as well as individual job level and
performance, aligning the interests of senior executives with the Companys short- and mid-term
operating results; and
A share-based long-term incentive structured as a stock grants plan. Share grants are tied to
61

performance measured according to certain target indicators related to the Companys overall results,
and are based also on individual job level and performance, with the dual objective of aligning the
interests of senior executives with those of our company (and shareholders) in the long term, and
retaining key personnel. Up to 2014, this incentive was provided by our stock options plan.
Committees: external members of the standing committees advising the Board of Directors are entitled to fixed
monthly compensation. Directors holding a seat on any of these committees are paid an additional fixed monthly
compensation. No director may serve on more than three committees. The standing board advisory committees currently
established are the Audit Committee, the Nominations and Corporate Governance Committee, the Compensation
Committee, the Risks and Finance Committee and the Intermediation Industry Advisory Committee. External members of
this last committee are not entitled to compensation. Executive officers and other senior management and any other
members of the staff serving on committees are not entitled to any additional compensation for this service.
Fiscal Council: the Company currently has no fiscal council in operation. The compensation policy for fiscal council
members, if and when it is instated, will be established according to the applicable legislation. It should be noted,
however, that the Company has an audit committee.
(ii) Each component as a percentage of total compensation in the last 3 fiscal years
The average percentages of each component of compensation in 2015, 2014 and 2013, under the current compensation
policy, are shown in the following tables:
Benefits
Short-term
compensation
(profit
sharing)
Long-term
variable
compensation
Total
9.78%
0%
0%
21.20%
100%
25.91%
0%
4.24%
30.23%
39.62%
100%
100%
0%
0%
0%
0%
100%
Salary and
fees
Participation
in Committees
Benefits
Short-term
compensation
(profit
sharing)
Long-term
variable
compensation
Total
Board of
Directors
75.39%
9.61%
0%
0%
15.00%
100%
Executive
Officers and
Senior
Management
25.41%
0%
4.26%
27.05%
43.27%
100%
Committees
100%
0%
0%
0%
0%
100%
Salary and
fees
Participation
in Committees
Benefits
Short-term
compensation
(profit
sharing)
Long-term
variable
compensation
Total
Board of
Directors
91.02%
8.98%
0%
0%
0%
100%
Executive
Officers and
Senior
Management
23.15%
0%
3.39%
23.28%
50.18%
100%
Committees
100%
0%
0%
0%
0%
100%
Salary and
fees
Participation
in Committees
Board of
Directors
69.02%
Executive
Officers and
Senior
Management
Committees
2015
2014
2013
62

These percentages may change from year to year, especially in the case of variable compensation components.
(iii) Methodology for calculating and reviewing each compensation component
The compensation of the members of the board of directors and the board of executive officers is reviewed every
year (based on their responsibilities) by the Compensation Committee, which advises our board of directors on the
compensation proposal to be put forward to the annual shareholders meeting.
Similarly, the compensation committee reviews the compensation we pay to board committee members on a yearly
basis and makes recommendations to the board of directors. With regard to the executive officers and other senior
management members, their fixed monthly compensation is adjusted under a collective bargaining agreement
negotiated yearly with the labor union, and it is possible for individual merit increases to be granted in line with the
Companys salary policy.
The compensation committee is responsible for proposing standards and guidelines for the board of directors to
decide on policies for short- to mid-term variable compensation (profit-sharing plan) and long-term variable incentives
(yearly stock grants programs established under the approved stock grants plan), and for making recommendations
to our board of directors, which has the final say on the matter.
Our company periodically conducts salary surveys in order to maintain the competitiveness of its strategies on fixed and
variable (short, mid- and long-term) compensation and to ensure they are in line with the industrys best practices.
These surveys sample companies of a similar size to ours which operate in the financial services industry. The survey
findings are used for job matching to obtain a comparison of positions and functions within the company, and
adjustments may be made to the overall amounts paid for different jobs and levels.
In the case of benefits, market practices are constantly reviewed and changes made, if necessary, to remain in line with
the competition.
(iv) Rationale for composition of compensation

Our compensation strategy is intended to retain a balance between short-, mid- and long-term compensation
components and to ensure alignment with corporate objectives, while maintaining competitiveness in the marketplace
and the ability to attract and retain executives, and to remunerate them according to the responsibilities of their job
descriptions and in line with their individual performance. To this end, the compensation strategy seeks to position
executive pay at the median salary for the industry, with additional short-, mid- and long-term variable compensation
tied to the companys overall performance and their individual performance.
(v) whether there are any unpaid members and, if so, the reason for this
The Company and the CME Group, Inc (CME), the holding company that controls the Chicago Mercantile Exchange
(CME), New York Mercantile Exchange (Nymex), Board of Trade of the City of Chicago, Inc. (CBOT) and Commodity
Exchange, Inc. (COMEX), have entered into the following agreements: (i) Order routing, allowing users of the CME
Globex platform to trade in BM&FBOVESPA products directly, and users of the PUMA (BM&FBOVESPA) platform to trade
directly in products of the CME Group; (ii) a technology contract, with the aim of jointly developing a multimarket trading
platform; (iii) a strategic global preferred partnership for the two exchanges, CME Group and BM&FBOVESPA, to jointly
identify opportunities for strategic investments and commercial partnerships with other exchanges worldwide, in the
equities and derivatives segments.
To seal this partnership, CME and the Company each have the right to appoint a representative to serve on the others
board of directors. As part of the arrangement, CMEs representative is not entitled to any compensation for serving on
the BM&FBOVESPA board, and vice versa.
c.
Key performance indicators taken into account to determine each component of compensation
With regard to short- to mid-term variable compensation (i.e. profit sharing) and long-term incentives (i.e. stock grants),
the key performance indicators we take into account to determine the amounts are: (i) individual performance
assessments based on factors proper to each job description (e.g. position level), and (ii) the Companys collective key
performance indicators. These indicators are taken into account to determine the total amount of profit sharing and
payment as well as eligibility and the number of Company shares to be granted.
Up to 2015, the total amount of short- and mid-term variable compensation was 3.5% of adjusted net income, as long
as the budget for expenses in the year in question was not exceeded. If actual operating expenses go over budget, a
reduction factor applies so that every percentage point by which actual expenses exceed the budget target brings
the pool down by 5%. A portion of the total distributed is for executive officers and other senior managers, based on a
63

salary multiple determined according to individual performance.
In 2013, 2014 and 2015 operating expenses budgets were met, and so the total short- to mid-term variable
compensation was paid to the Companys managers and staff, amounting to 3.5% of income for each of these three
years.
As from 2016, the total short- and mid-term variable compensation will be 4.2% of EBIT (Earnings Before Interest and
Taxes) for the Company, less the costs of the stock grants scheme (principal and labor/social charges), hereinafter
referred to as Adjusted EBIT, and subject to the expenses limit budgeted for the corresponding year (adjusted
expenses). If actual operating expenses go over budget, a reduction factor applies to the above-mentioned percentage
of EBIT, so that every percentage point by which actual expenses exceed the budget target brings the pool down by
5%. A portion of the total distributed is for executive officers and other senior managers, based on a salary multiple
determined according to individual performance.
With regard to programs established under our stock grants plan, in addition to the criteria determining stock grants,
as discussed in the first paragraph of this item, it should be noted that officers will only benefit i f the market price of
our shares rises over time, so that the potential gain for grantees lies fundamentally in the appreciation of the market
price of our shares.
On the other hand, no performance indicators are taken into account for the purposes of determining fixed
compensation or benefits. In fact, these elements of compensation are tied to the level of responsibility involved in each
persons job. Additionally, in establishing fixed compensation, we take into account each persons qualifications to
perform their function.
d.
How compensation is structured to reflect changes in performance indicators
In accordance with our policy for short-, mid- and long-term variable compensation, the profit-sharing pool and stock
grants are influenced by the extent to which the company achieves certain performance targets set in terms of adjusted
EBIT and operating expenses.
Furthermore, our policy provides for differing compensation levels designed to reward executive officers for individual
performance in their respective jobs, functions and responsibilities.
e.
Aligning the compensation policy with the Companys short-, mid- and long-term interests
We offer compensation that is market competitive in order to attract and retain talent that helps us achieve our short-,
mid- and long-term objectives. Given our business model, retaining qualified, skilled professionals is critical for our
growth, such that our compensation strategy must include mechanisms that will encourage them to stay engaged with
the Company for a long time.
Our compensation strategy seeks to balance fixed compensation (in the form of a base salary) with short- and midterm compensation (in the form of profit sharing) and long-term incentives (in the form of stock grants). With this,
we aim to give employees incentives to achieve or exceed their half-year and annual targets, tied to our profit sharing
program, as well as to take long-term actions designed to add value to our company, which will be reflected in the
market price of our shares.
f.
Disclosure of compensation supported by subsidiaries, affiliates or direct or indirect controlling
shareholders
There is no compensation supported by subsidiaries, affiliates or direct or indirect controlling shareholders of the
Company.
g.
Disclosure of compensation or benefits tied to specific corporate events, such as the sale of a
controlling interest.
There is no compensation or benefit tied to any corporate event involving the Company, such as the disposal of a
controlling interest or the undertaking of strategic partnerships.
In addition, our stock grants plan provides that in the event of our dissolution or transformation, or a merger,
consolidation, spinoff or other corporate restructuring transaction from which we do not emerge as the surviving
company, or if do, our shares cease to be traded on a stock exchange, then, at the discretion of our board, grantees
holding restricted shares would be permitted to transfer them to the surviving company and any vesting stock grants
64

would vest immediately to allow the shares to be transferred. After this period, the stock grants scheme will terminate
and any shares not transferred will forfeit with no right to indemnity.
13.2
Compensation of directors, officers and fiscal council members recognized in the income
statement for the years ended December 31, 2013, 2014 and 2015, and projections for the current year.
The following tables and notes provide data and information on annual compensation paid to directors and executive
officers, as well as audit committee members (the fiscal council is not active at this time, but its responsibilities overlap
with those of our audit committee, which is a standing board advisory committee and is active at all times). The
information below is (i) as recognized in the income statements for the years ended December 31, 2015, 2014 and
2013, based on the average number of members per governance body or committee (as indicated in the following
table9) and (ii) as projected for the current financial year.
Year ended December 31, 2015
Month
Board of Directors
Board of Executive Officers
Jan
11
Feb
10
Mar
10
Apr
11
May
11
Jun
11
Jul
11
Aug
11
Sep
11
Oct
11
Nov
11
Dec
10
Total
129
60
Average
10.75
Since 2014, the stock grants plan has been the Companys long-term incentive instrument, instead of the stock options
plan. Pursuant to a decision of our board of directors, the long-term incentive in the form of stock grants in any
particular year will always be given at the start of the following year. Thus, stock grants in respect of 2014 performance
were granted in January 2015, with effects on results for 2015, and these effects will continue until termination of the
program.
Accordingly the board of directors approved two stock grants programs (Stock Grants Programs) for the grant of shares
on January 2, 2015, for fiscal year 2014: the BVMF 2014 Stock Grants Program and the BVMF 2014 Additional Stock
Grants Program. The number of shares granted to executive officers under the stock grants program for 2014, effective
only in 2015, amounted to 1,349,476 under the BVMF 2014 Stock Grants Program, representing 0.071% of the total
shares issued by the Company, and 507,269 under the BVMF 2014 Additional Stock Grants Program, representing
0.027% of the total.
It should be noted that fair value is not calculated for the stock grants programs; only the closing price on the grant
date, which was January 2, 2015, is taken into account. On this date the closing price was R$9.50.
Under the stock grants plan, 172,700 shares were granted to members of the board of directors for the year 2014, and
delivered on January 2, 2015. This grant produces effects as from fiscal year 2015 until termination of the program.
Total number of members

Number of members compensated
Fixed annual compensation (in R$)
Board of Directors
10.75
9.75
R$6,096,630.40
Board of Executive
Officers
5
5
R$6,317,824.71
Fiscal Council*
N/A
N/A
N/A
Total
15.75
14.75
R$12,414,455.11
Sum total of the number of members in each governance body or committee at each month of the year divided by 12 months. This calculation is
performed for each collective governance or management body, as required under CVM Circular Letter SEP/No. 02/2015.
65

Salary or fees
Direct and indirect benefits
Compensation for participation in
committees
Others
Variable compensation (in R$)
Bonus
Profit sharing
Compensation for attending
meetings
Commission
Others
Post-employment benefits
Stepping-down benefits
Share-based payments, including
stock options
Amount of compensation
Board of Directors
R$5,340,215.91
N/A
Board of Executive
Officers
R$5,333,815.08
R$984,009.63
R$756,414.49
N/A
N/A
R$756,414.49
N/A
N/A
N/A
N/A
N/A
R$ 9,807,760.22
N/A
R$9,807,760.22
N/A
N/A
N/A
N/A
N/A
R$ 9,807,760.22
N/A
R$9,807,760.22
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
R$1,640,650.00
R$17,639,077.50
N/A
R$19,279,651.50
R$7,737,280.40
R$ 33,764,662.43
N/A
R$ 41,501,866.83
Fiscal Council*
N/A
N/A
Total
R$10,674,030.99
R$984,009.63
* As discussed in item 13.1 above, our fiscal council is not active at this time. However, we have an Audit Committee,
and the compensation amount paid to the external audit committee members in 2015 totaled R$1,420,614.57, a figure
not included in the above table. Social charges (INSS) on this amount were R$344,262.72.
In 2015 the Company recognized an amount of R$3,142,043.29 for social charges (INSS and FGTS), in respect of the
fixed compensation of the board of directors and board of executive officers. This amount is not included in the above
table. Labor charges (13th month salary and vacation pay), when applicable, are included in the table under the heading
Salary or fees.
We emphasize that shares granted to members of the board of directors under the stock grants program, for the year
2014, as a long-term incentive, were delivered only on January 2015. This grant will thus produce effects as from fiscal
year 2015 until termination of the program. The above table gives details of share-based compensation for directors and
executive officers, and this amount, when applicable, will affect social charges (INSS/FGTS) and labor charges (13th
monthly salary and vacation pay), which are not included in the table, since they will be recognized over time in the
financial statements according to the vesting period of the program, and it will only be possible to calculate the final
value on the actual date of transfer of the shares, based on the market price on that day.
Month
Board of Directors
Jan
11
Feb
11
Mar
11
Apr
11
May
11
Jun
11
Jul
11
Aug
11
Sep
11
Oct
11
Nov
11
Dec
11
Total
132
60
Average
11
66

As stated in the introductory note to this item, an extraordinary general meeting held on May 13, 2014, approved the
Stock Grants Plan, which replaced the stock options scheme as a long-term incentive. As a result, the information
provided in this item 13 with regard to stock options granted in 2012, 2013 and 2014 to executive officers, included for
context purposes, is no longer valid as from 2015, and these stock options have been cancelled, as shown in the table in
item 13.16 below.
We emphasize that stock options approved by the board of directors for the year 2013, as a long-term incentive, were
delivered only on January 2014, and thus produce effects as from fiscal year 2014 until termination of the program.
There were two grants of stock options to executive officers for the year 2013, one under the 2013 Options Program
and the other under the 2013 Additional Options Program. The first round granted stock options over a total of
3,500,000 shares, or 0.184% of the shares issued and outstanding at the grant date, and the second round granted
additional options over a total of 1,477,340 shares, or 0.078% of the shares issued and outstanding at the grant date. In
each case, the exercise price was established pursuant to the rules set out in the stock options plan.
The exercise price was set at R$3.43 for the first round (BVMF 2013 Options Program) and R$4.33 for the second round
(BVMF 2013 Additional Options Program), pursuant to a fair price calculation method taking into account certain market
variables at grant time and the particular features of each program.
Additionally, and according to the stock options plan, the stock option grants for 2013 attributed to directors on January
2, 2014, totaled 330,000 and influenced results for 2014 and up to the conclusion of the program. The fair price
determined for each of these options was R$2.98.

Salary or fees
committees
Others
Bonus
Profit sharing
meetings
Commission
Others
stock options
Board of Directors
11
10
R$5,572,952.98
R$4,943,023.66
N/A
Board of Executive
Officers
5
5
R$5,935,147.66
R$5,008,479.97
R$926,667.69
R$629,929.32
Fiscal Council*
Total
N/A
N/A
N/A
16
15
R$11,508,100.64
R$9,951,503.63
R$926,667.69
N/A
N/A
R$629,929.32
N/A
N/A
N/A
N/A
N/A
R$9,140,054.87
N/A
R$9,140,054.87
N/A
N/A
N/A
N/A
N/A
R$9,140,054.87
N/A
R$9,140,054.87
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
R$983,400.00
R$18,401,882.20
N/A
R$19,385,282.20
R$6,556,352.98
R$33,477,084.73
N/A
R$40,033,437.71
N/A
* As mentioned in item 13.1 of this Reference Form, the Companys fiscal council is not currently active. However, we
have an Audit Committee, and the compensation amount paid to the external audit committee members in 2014 was
R$1,290,502.40, a figure not included in the above table. Social charges (INSS) on this amount were R$290,362.98.
fixed compensation of the board of directors and executive board. This amount is not included in the above table. Labor
charges (13th month salary and vacation pay), when applicable, are included in the table under the heading Salary or
fees.
Month
Board of Directors
Jan
11
Feb
11
Mar
11
Apr
11
67

May
11
Jun
11
Jul
11
Aug
11
Sep
11
Oct
11
Nov
11
Dec
11
Total
132
59
Average
11
4.92
As stated in the introductory note to this item, an extraordinary general meeting held on May 13, 2014, approved the
Stock Grants Plan, which replaced the stock option scheme as a long-term incentive. As a result, the information
provided in this item 13 with regard to stock options granted in 2012, 2013 and 2014 to executive officers, included for
context purposes, is no longer valid as from 2015, and these stock options have been cancelled, as shown in the table
provided in item 13.16 below.
We emphasize that stock options approved by the board of directors for the year 2012, as a long-term incentive, were
delivered only on January 2, 2013, and thus produce effects as from fiscal year 2013 until termination of the program.
There were two grants of stock options to executive officers for the year 2012, one under the BVMF 2012 Options
Program and the other under the BVMF 2012 Additional Options Program. The number of options granted to the
executive officers under the Options Plan, effective as of the year 2013 until termination of the program, as approved by
the Board of Directors, totaled 3,300,000 shares under the BVMF 2012 Options Program, or 0.17% of the shares
issued and outstanding at the grant date, and 1,001,185 shares under the BVMF 2012 Additional Options Program, or
0.05% of the shares issued and outstanding at the grant date. In each case, the exercise price was established pursuant
to the rules set forth in the stock options plan.
The exercise price was set at R$5.55 and R$6.98, respectively for the BVMF 2012 Options Program and for the BVMF
2012 Additional Options Program, pursuant to a fair price calculation method taking into account certain market
variables at grant time and the particular features of each program.

Salary or fees
committees
Others
Bonus
Profit sharing
meetings
Commission
Others (1)
stock options
Board of Directors
11
10
R$4,972,415.92
R$4,525,878.76
N/A
Board of Executive
Officers
4.92
4.92
R$5,361,853.94
R$4,577,821.68
R$784.032.26
R$446,537.16
Fiscal Council*
Total
N/A
N/A
N/A
15.92
14.92
R$10,334,269.86
R$9,103,700.44
R$784,032.26
N/A
N/A
R$446,537.16
N/A
N/A
N/A
N/A
N/A
R$10,332,121.26
N/A
R$9,095,873.67
N/A
N/A
N/A
N/A
N/A
R$10,332,121.26
N/A
R$9,095,873.67
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
R$1,236,247.59
N/A
N/A
N/A
N/A
N/A
N/A
N/A
R$1,236,247.59
N/A
N/A
N/A
R$25,303,271.30
N/A
R$25,303,271.30
R$4,972,415.92
R$40,997,246.50
N/A
R$45,969,662.42
N/A
(1) Severance pay and additional bonuses paid for hires.
68

have an Audit Committee, and the compensation amount paid to the external audit committee members in 2013 was
R$1,227,830.96, a figure not included in the above table. Social charges (INSS) on this amount were R$276,261.99.
fixed compensation of the board of directors and executive board of officers. This amount is not included in the above
table. Labor charges (13th month salary and vacation pay), when applicable, are included in the table under the heading
Salary or fees.
The following table gives details of projected compensation of directors and executive officers for 2016, which is subject
to the approval of the annual general meeting to be held this year. Since short- and mid-term variable compensation of
executive officers (profit sharing) is tied to attainment of the Companys overall targets for the year, the forecasts in the
following table are based on probable results and may change if there is a difference in adjusted EBIT or adjusted
expenses (basis for determining the profit sharing pool item 13.1 c). As an example, under the rules described in
item 13.1 c of this Reference Form, if the final result for the year exceeds budgeted adjusted EBIT by 10% or more,
and subject to the limit for expenses, short- and mid-term variable compensation (profit sharing) will be increased by
R$1,260,520.59, which is the equivalent of a 10% rise in the estimated total amount, subject to the rules in item 13.1
c above.
Furthermore, since 2014, the stock grants plan has been the Companys long-term incentive instrument, instead of the
stock option plan. Pursuant to a decision of our board of directors, stock grants for any particular year will always be
given at the start of the following year. Thus, stock grants in respect of 2015 performance were granted in January
2016, with effects on results for 2016, and these effects will continue until termination of the program.
Accordingly, the board of directors approved two stock grants programs (Stock Grants Programs) for the grant of shares
on January 8, 2016, for the fiscal year 2015: the BVMF 2015 Stock Grants Program and the BVMF 2015 Additional
Stock Grants Program. The estimated number of shares granted to executive officers under the stock grants program
for 2015, effective only in 2016, amounts to 1,255,701 shares under the BVMF 2015 Stock Grants Program,
representing 0.066% of the total shares issued by the Company, and an estimated 727,833 shares under the BVMF 2015
Additional Stock Grants Program, representing 0.038% of the total, assuming that consideration by officers for the
purchase of own shares is at a price of R$10.52.
It should be noted that fair value is not calculated for the stock grants programs; only the closing price on the grant
date, which was January 8, 2016, is taken into account. On this date the closing price was R$10.52.
172,700 shares were granted to members of the board of directors under the stock grants program, for the year 2015,
and delivered on January 8, 2016. This grant will produce effects as from fiscal year 2016 until termination of the
program.
Current Fiscal Year Forecast for 2016

Salary or fees
committees
Others
Bonus
Profit sharing
meetings
Commission
Others
stock options
Board of Directors
11
10
R$ 7,257,225.28
R$ 5,992,167.47
Board of Executive
Officers
5
5
R$6,681,319.42
R$5,606,271.47
R$1,075,047.95
R$ 1,265,057.80
R$12,605,205.92
R$12,605,205.92
Fiscal Council*
N/A
N/A
N/A
N/A
N/A
Total
16
15
R$ 13,938,544.70
R$ 11,598,438.94
R$1,075,047.95
N/A
R$ 1,265,057.80
N/A
N/A
N/A
N/A
R$12,605,205.92
R$12,605,205.92
N/A
N/A
N/A
N/A
N/A
R$1,816,804.00
R$ 20,866,755.82
N/A
R$ 22,683,559.82
R$ 9,074,029.28
R$ 40,153,281.16
N/A
R$ 49,227,310.44
69

have an Audit Committee, and the estimated compensation amount paid to the external audit committee members in
2016 is R$1,466,120.00, a figure not included in the above table. Social charges (INSS) on this amount will be
R$329,877.11.
In 2016 the Company expects to recognize an amount of R$3,576,729.68 for social charges (INSS and FGTS), in respect
of the fixed compensation of the board of directors and executive board. This amount is not included in the above table.
Labor charges (13th month salary and vacation pay), when applicable, are included in the table under the heading
Salary or fees.
We emphasize that shares granted to members of the board of directors under the stock grants program, for the year
2015, as a long-term incentive, were delivered only on January 2016. This grant will thus produce effects as from fiscal
year 2016 until termination of the program. The above table gives details of share-based compensation for directors and
executive officers, and this amount, when applicable, will affect social charges (INSS/FGTS) and labor charges (13th
monthly salary and vacation pay), which are not included in the table, since they will be recognized over time in the
financial statements according to the vesting period of the program, and it will only be possible to calculate the final
value on the actual date of transfer of the shares, based on the market price on that day.
13.3
Variable compensation for the years ended December 31, 2013, 2014 and 2015 and projections
and estimates for the current year:
Our variable compensation policy for executive officers is based on the concept of salary multiples, varying according to
the seniority level of each job. There is also a difference within each job level which depends on individual performance.
The following tables give details of variable compensation of our board of executive officers (i) recognized in income for
the years ended December 31, 2015, 2014 and 2013, taking into account the number of members of each body actually
receiving variable compensation; and (ii) forecast for the current year.
Board of
Directors
Bonus (in R$)
Minimum amount under the
compensation plan
Maximum amount under the
compensation plan
Amount provided for under the
compensation plan if targets are
achieved
Amount actually recognized in
income
Profit sharing (in R$)
compensation plan
compensation plan
achieved
income
Board of Executive
Officers
5
5
Fiscal
Council
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
R$10,804,395.25
N/A
R$10,804,395.25
N/A
R$13,205,371.97
N/A
R$13,205,371.97
N/A
R$12,004,883.61
N/A
R$12,004,883.61
N/A
R$9,807,760.22
N/A
R$9,807,760.22
Board of Executive
Officers
5
5
Fiscal
Council
N/A
N/A
Total
5
5

Board of
Directors
Total
5
5

N/A
Bonus (in R$)

compensation plan
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
70

compensation plan
achieved
Amount actually recognized in income
compensation plan
compensation plan
achieved
Amount actually recognized in income
Board of
Directors
Board of Executive
Officers
Fiscal
Council
Total
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
R$10,137,582.05
n/a
R$10,137,582.05
N/A
R$12,390,378.06
n/a
R$12,390,378.06
N/A
R$11,263,980.06
n/a
R$11,263,980.06
N/A
R$9,140,054.87
n/a
R$9,140,054.87
Board of Directors
Bonus (in R$)
compensation plan
compensation plan
achieved
income
compensation plan
compensation plan
achieved
income
N/A
Board of Executive
Officers
4.92
4.92
Fiscal Council
N/A
Total
4.92
4.92
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
R$9,569,329.99
N/A
R$9,569,329.99
N/A
R$11,578,889.28
N/A
R$11,578,889.28
N/A
R$10,526,262.98
N/A
R$10,526,262.98
N/A
R$9,095,873.67
N/A
R$9,095,873.67
The following table gives details of variable compensation forecast for 2016. Since short- and mid-term variable
compensation of executive officers (profit sharing) is tied to attainment of the Companys overall targets for the year,
the forecasts in the following table are based on probable results and may change if there is a difference in adjusted
EBIT or adjusted expenses (basis for determining the profit sharing pool).
According to the rules in item 13.1 (c) above, the total amount of short- and mid-term variable compensation to be paid
to managers and staff of the Company during 2016 is to be calculated on the basis of actual adjusted EBIT, less the
costs of the Company stock grants plan (principal and labor/social charges), subject to the budgeted expenses limit. This
total should represent about 4.2% of these earnings.
A portion of this amount will be reserved for executive officers, and will be distributed according to a target value for
each level, with differences depending on individual performance. If actual operating expenses go over budget, a
reduction factor will apply to the above-mentioned percentage of EBIT, so that every percentage point by which actual
expenses exceed the budget target will bring the pool down by 5%.
In respect of the minimum and maximum amounts forecast, we stress that the distribution of profit sharing, under the
rules described above, is directly affected by adjusted EBIT and the limit of adjusted expenses according to the budget,
with the result that: (i) if there is no profit, no profit sharing will be paid; (ii) there is no maximum ceiling set, but the
distribution rules described above must be observed. The estimate of minimum and maximum amounts in the above
table is based on achieving adjusted EBIT (according to the rules in item 13.1 c) of, respectively, 10% below and 10%
above the target set for the purposes of the profit sharing program approved by the board.
71

Current Fiscal Year Forecast for 2016

Board of Directors
Bonus (in R$)
compensation plan
compensation plan
achieved
income
compensation plan
compensation plan
achieved
income
N/A
Board of Executive
Officers
5
5
Fiscal Council
N/A
Total
5
5
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
R$11,344,685.33
N/A
R$11,344,685.33
N/A
R$13,865,726.51
N/A
R$13,865,726.51
N/A
R$12,605,205.92
N/A
R$12,605,205.92
N/A
N/A
N/A
N/A
13.4 Share-based compensation plan for directors and executive officers (prior and current years)
a.
General terms and conditions
As discussed in the introductory note to this section, the extraordinary shareholders meeting held on May 13, 2014
approved the stock grants plan to replace the options plan as a long-term incentive instrument.
Stock grants plan (granting of shares referring to 2014 and beyond)

The managers and employees of the company and the subsidiaries (beneficiaries) are eligible for participation.
The stock grants plan extends broad powers to the board of directors to approve the granting of shares and to manage
this by means of the shares grant program (share-based program), which must define, among other specific conditions:
(i) the respective beneficiaries; (ii) the total number of company shares that can be granted; (iii) criteria for electing
beneficiaries and determining the number of shares to allocated; (iv) the division of the shares into lots; (v) vesting
period for transferring shares; (vi) any restrictions on the transfer of the shares received by the beneficiaries; and (vii)
provisions on penalties, if any.
In the case of each stock grants program, a total minimum term of three (3) years must be observed between the
programs grant date and the last day for transfer of shares under the same program. Furthermore, a minimum vesting
period of twelve (12) months must elapse between: (i) the programs grant date and the first transfer date of any lot of
shares under that program, and (ii) between each transfer date of the share lots under that program, after the first
transfer.
When launching each stock grants program, the board of directors must set the terms and conditions for granting the
shares in a stock grant agreement (Agreement) between the company and each beneficiary.
The powers of the board of directors under the stock grants plan can be delegated to the Compensation Committee. The
board of directors is currently advised by the Compensation Committee when defining the conditions for granting shares,
within the terms of that committees statutory remit.
The rights of the shares granted will be established in the stock grants plan, in the respective stock grants programs and
in the Agreement, while beneficiaries will not be entitled to receive dividends or any other income prior to the definitive
transfer of said shares.
The stock grants programs and the agreements are further subject to the following general conditions:
a)
no shares will be transferred to the beneficiary unless all legal, regulatory and contractual requirements have
been fully complied with;
72

b)
no provision of the stock grants plan, of any stock grants program or the agreement will entitle any beneficiary
to remain as a company manager or employee, nor shall it interfere in any manner with the rights of the company to
interrupt, at any time, the managers term of office or the employees contract of employment.
c)
shares granted under the stock grants plan bear no relation and are not linked to the beneficiaries fixed
compensation or occasional profit sharing (PLR);
d)
beneficiaries will enjoy no rights and privileges as a company shareholder at the time they are granted the right
to receive the shares underlying the respective stock grants program and Agreement, with the exception of those
referring to the stock grants plan; and
e)
beneficiaries will only enjoy the rights and privileges inherent to the status as a shareholder upon the final
transfer of the shares.
The stock grants plan also provides for a specific mechanism for granting shares to members of our board of directors,
under which: (i) eligibility as beneficiaries of the grant applies to members of our board of directors, commencing on the
date of the shareholders meeting that elected them to the position, or another time frame that the shareholders
meeting may establish; (ii) beneficiary members of our board of directors are entitled, as a group, to receive on annual
basis a total of 172,700 shares issued by the company, which will be apportioned equally among the members of our
board of directors as decided by the shareholders convening in a meeting; (iii) grants to members of our board of
directors will be in a single lot on the same dates when approval is given for the programs for granting shares to the
other beneficiaries; (iv) the shares underlying the agreements of the beneficiary members of our board of directors will
be transferred after a period of 2 years, commencing upon termination of each term of office as a Director during which
the agreement was executed; (v) in the event of removal from office for having violated their duties and responsibilities,
pursuant to commercial legislation or a reason equivalent to cause in labor legislation, the entitlement to receive all
shares not yet transferred will forfeit immediately and without compensation; (vi) in the event of resignation, the
entitlement to receive the shares underlying the program approved for the year of the term of office when the
resignation occurs will forfeit immediately and without compensation. All other shares on which the rights have been
previously granted will be transferred to the beneficiary with due regard for the respective transfer periods; in this case,
the transfer period will be counted as if the beneficiary had not resigned, in other words, the shares will be transferred 2
years after the date when the term of office would have ended had the beneficiary not resigned; and (vii) where term of
office ends without re-election, all shares will be transferred to the beneficiary, with due regard for the respective
transfer periods.
Grants under the stock grants plan for a given year will always take place at the beginning of the following business
year.
We granted six programs the stock grants plan, two of them to directors corresponding to the term of office of 2014 and
2015, and four under the stock grants programs approved by the board of directors, namely, BVMF 2014 Stock Grants
Program, BVMF 2014 Additional Stock Grants Program, BVMF 2015 Stock Grants Program and BVMF 2015
Additional Stock Grants Program.
Options Plan (grants of options for business year 2013)

Under the options plan, eligibility to receive options on the companys stock was extended to the managing directors and
associate directors of the company and its subsidiaries and, in special cases, their employees and contractors designated
by our chief executive officer (beneficiaries).
Our options plan delegated extensive powers to our board of directors to approve grants of options and manage them
under stock options programs (options programs).
Furthermore, the options plan establishes a mechanism specifically applicable to stock options grants to members of our
board of directors, as follows: (i) the directors were eligible to stock option grants starting from the date they were
elected or such other date as the shareholders may determine at the time; (ii) the directors were entitled to receive an
annual aggregate total of up to 330,000 options to be linearly apportioned among the members of the board of directors
as determined by the shareholders convening in a meeting; (iii) the collective lot is granted to the directors on the same
occasion as regular stock options are granted to other beneficiaries; (iv) the stock options thus granted to beneficiary
directors vest within two (2) years after their terms end; (v) the options should be exercised within a maximum period of
5 years from the vesting date; (vi) where a director is removed from office due to breach of obligations or fiduciary
duties (per applicable civil and corporate law) or for any of the reasons which otherwise would justify termination for
cause under the labor laws, any vesting and outstanding options forfeit with no right to indemnity; and (vii) where a
director tenders their resignation, all outstanding options as of the date of resignation could still be exercised by the
respective beneficiary, with the exception of the options granted during the year in which resignation occurred, with due
regard for the respective exercise periods.
We have completed ten rounds of options grant under our options plan, including one round in 2013 to our directors,
while the other nine under the options programs approved by the Board of Directors: the BVMF 2008 Options Program,
73

the BVMF 2009 Options Program, the BVMF 2010 Options Program, the BVMF 2011 Options Program plus the BVMF
2011 Additional Options Program, the BVMF 2012 Options Program plus the BVMF 2012 Additional Options Program, and
the BVMF 2013 Options Program plus the BVMF 2013 Additional Options Program.
The options granted to the executive officers under the options plan have been canceled (see introductory note and
section 13.16); thus said grants are only mentioned for the purpose of the context.
In the light of this replacement, the company now only refers in this section 13.4 to the stock grants plan and, within its
scope, to the grant of shares unless expressly indicated.
b.
Key objectives of the plan
The objective of our stock grants plan is to offer the management and employees of the company and its direct or
indirect subsidiaries the opportunity to become company shareholders. This type of incentive is expected to align the
interests of beneficiaries with those of our company and the shareholders, in addition to serving as a talent retention
tool.
c.
How the plan helps achieve these objectives
The objective of fostering closer alignment with our interests and the interests of shareholders is achieved by means of
offering officers and selected employees an opportunity to become our shareholders. In this respect it is important to
point out that the manner in which the stock grants are structured ensures that the beneficiaries will only enjoy longterm gains as the companys shares appreciate in value. This seeks to ensure that the managers and employees included
in the incentive plan remain committed to our companys long-term objectives and to creating value over this time
frame.
Moreover, the need for the beneficiary to remain with the company in order to reap possible future gains contributes to
retaining talent within the companys key staff. Summarizing, the fact that the beneficiarys future gains are conditional
on their remaining with the company should ensure that they retain their position within the company in the long term,
so that their efforts create value.
In the specific case of our additional programs, the beneficiaries also undertake to purchase our shares and hold own
shares as a condition for actually participating in the program and retaining their rights expressed in the agreements.
This leads to a deeper alignment of their interests with those of our company, by further raising their commitment to our
long-term results. Additionally, given that this program targets a key group inside the organization, requiring a reciprocal
exchange, it is also a stronger tool for retention of professionals we consider to be critical for short-, mid- and long-term
value creation.
d.
How the plan fits into the companys compensation policy
Within our compensation policy, the stock grants plan functions as a long-term incentive tool, figuring as a component in
the total compensation package of our managers and employees. And, in that sense it addresses our compensation
policy goal of aligning individual objectives with those of the company, since the beneficiaries have an additional
incentive to act in a manner that will add value to our company over the long term. The incentive is also based on the
possibility of gains arising as the market value of our companys shares appreciates. Furthermore, as the incentive plans
offer the possibility of future gains if the beneficiary adopts a long-term commitment, they serve as an instrument for
attracting and retaining our companys talent.
e.
How the plan aligns the interests of executive officers with those of the company in the short-, mid- and
long-term
Our stock grants plans tie in performance to differing levels of compensation, so it becomes a driver towards achieving
certain targets and pursuing effectiveness in implementing mid- to long-term actions that add value to the company,
affect growth and spurs appreciation of the market price of our shares. Thus, our executives are encouraged to pursue
sustainable results that add value to the company over time. Additionally, these plans aim to align the interests of
eligible beneficiaries with the companys interests by offering managers and employees opportunities to become
shareholders and encouraging efficient management while also giving us the ability to attract and retain highly qualified
professionals, and fuel growth and value creation for the company. Mechanisms to nurture interest alignment over time
include, for example, the vesting period for actually transferring the shares. Moreover, breaking the grants into lots
fosters talent retention over those periods, enabling beneficiaries to become company shareholders by gradually
increasing their holdings of shares, whereby they can enjoy gains that will be greater the longer they stay with us.
To further bolster the managers alignment with ours, additional programs have been implemented, which in the case in
74

hand involve a commitment by beneficiaries of the program to acquire our shares and hold these as own shares as a
conditions for participating in the program and retaining the rights set out in the agreement. This leads to a deeper
alignment of their interests with those of our company, by further raising their commitment to our long-term results.
Additionally, given that this program targets a key group inside the organization, requiring a mutual exchange, it is also
a stronger tool for retention of professionals we consider to be critical for short-, mid- and long-term value creation.
f.
Maximum number of shares in a program
Under the stock grants plan, the shares granted cannot exceed the maximum limit of shares representing 2.5% of our
companys common stock on the respective grant date.
Based on the number of shares issued and outstanding as at December 31, 2015, the total shares encompassed by the
stock grants plan may be up to 45,375,000 shares. As no further options will be granted under the options plan, the
question of a limit on shares to be considered within the options plan is not an issue.
g.
Maximum number of option grants
As discussed in section f above, under the stock grants plan, the grants of shares cannot exceed the maximum limit of
2.5% of our common stock on the respective grant date, while the board of directors or the committee, as the case may
be, may grant for an annual exercise 0.8% of our total stock as of the grant date.
Based on the number of shares issued and outstanding as at December 31, 2015, the total shares encompassed by the
stock grants plan may be up to 45,375,000 shares. As no further options will be granted under the options plan, the
question of a limit on shares to be considered within the options plan is not an issue.
h.
Conditions for stock purchase
The rules of the stock grants plan state that our board of directors or the Compensation Committee, as the case may be,
will from time to time create stock grants programs which, among other specific conditions, are required to define: (i)
the respective beneficiaries; (ii) the total number of company shares that can be granted; (iii) criteria for electing
beneficiaries and determining the number of shares to allocated; (iv) the division of the shares into lots; (v) vesting
period for transferring shares; (vi) any restrictions on the transfer of the shares received by the beneficiaries; and (vii)
provisions on penalties, if any.
Bearing in mind that under the stock grants plan, the shares are granted to the beneficiaries and actually transferred,
with due regard for the vesting periods established in the share-based programs and the conditions set forth in the
agreement, there are no rules on share purchases. However, it should be stressed that no shares will be transferred to
the beneficiary unless all legal, regulatory and contractual requirements have been fully complied with;
The stock grants plan also provides for a specific mechanism for granting shares to members of our board of directors,
under which: (i) eligibility as beneficiaries of the grant applies to directors, commencing on the date of the shareholders
meeting that elected them to the position, or another time frame that the shareholders meeting may establish; (ii)
beneficiary directors are entitled, as a group, to receive on annual basis a total of 172,700 shares issued by the
company, which will be distributed in a linear manner among the directors in the manner established at the
shareholders meeting; (iii) grants to directors will be in a single lot on the same dates when approval is given for the
programs for granting shares to the other beneficiaries; (iv) the shares underlying the agreements of the beneficiary
directors will be transferred after a period of 2 years, commencing upon termination of each term of office as a Director
during which the agreement was executed; (v) in the event of removal from office for having violated their duties and
responsibilities, pursuant to commercial legislation or a reason equivalent to cause in labor legislation, the entitlement to
receive all shares not yet transferred will forfeit immediately and without compensation,; (vi) in the event of resignation,
the entitlement to receive the shares underlying the program approved for the year of the term of office when the
resignation occurs will forfeit immediately and without compensation. All other shares on which the rights have been
previously granted will be transferred to the beneficiary with due regard for the respective transfer periods; in this case,
the transfer period will be counted as if the beneficiary had not resigned, in other words, the shares will be transferred 2
years after the date when the term of office would have ended had the beneficiary not resigned; and (vii) where term of
office ends without re-election, all shares will be transferred to the beneficiary, with due regard for the respective
transfer periods.
i.
Criteria for determining the exercise price
Given that under the stock grants plan, the long-term incentive instrument is represented by the grant of shares, no
acquisition or exercise price is set.
75

j.
Criteria for determining the exercise periods
As mentioned earlier, under the stock grants plan the shares are transferred to the beneficiaries, so that no exercise
takes place. This notwithstanding, there are vesting rules to be followed for the shares to be actually transferred to the
beneficiaries. In the case of each stock grants program, a total minimum term three (3) years must be observed
between the programs grant date and the last day for transfer of shares under the same program. Furthermore, a
minimum vesting period of twelve (12) months must elapse between: (i) the programs grant date and the first transfer
date of any lot of shares under that program, and (ii) between each transfer date of the share lots under that program,
after the first transfer.
As already mentioned above, the stock grants plan also provides a specific mechanism for granting shares to members
of our board of directors. These grants will be in a single lot on the same dates when the shares are granted to other
beneficiaries, while the shares thus granted will be transferred after 2 years as from the end of each term of office as a
member of the board during which the agreement was entered into.
It should be pointed out that the vesting conditions and period of the options plan were maintained in the case of shares
granted in substitution of non-vested options that were canceled (see section 13.16 below).
k.
Settlement
Stock Grants Plan

Under the Stock Grants Plan, shares will be transferred to Beneficiaries according to the lots and periods provided for in
the respective Agreement, as long as the conditions set forth in the Plan, Program and Agreement are fulfilled.
Options Plan
Given the cancellation of the options granted to the Executive Officers under the Options Plan (see introductory note and
item 13.16 below), only to the option granted made to our directors for 2013 will be settled.
Directors who wish to exercise the options granted are required to give us written notice of exercise by filling out an
Exercise Notice form. This notice must state the number of shares that the director intends to exercise. The Exercise
Notice will only be valid and effective if given within the exercise period provided for in the Plan, considering the time
needed to plan and make shares available for exercise. The directors that exercise their options are then required to pay
the exercise price in the manner set out under the Options Plan.
l.
Share transfer restrictions
Stock Grants Plan

Under our Stock Grants Plan, the directors or the committee, as the case may be, may: (i) establish a lock-up period
during which a beneficiary would not be permitted to sell, transfer or otherwise dispose of shares received under our
Stock Grants Plan, as well as any bonus shares attributable to such shares, or shares resulting from stock splits, or
shares acquired through exercise of subscription rights attributable to the grant shares, or acquired in any way other
than through disbursement of the beneficiarys own funds, or securities that may entitle the holder to subscribe or
purchase shares, as long as such shares or securities are held by the Beneficiary as a result of the ownership of shares
underlying the Stock Grants Plan; and (ii) at their discretion, waive the lock-up period referred to in (i) above.
Unless our Board of Directors or the Committee decides otherwise, if a Beneficiary disposes of grant shares before the
end of the lock-up period mentioned above, he will not be entitled to receive the outstanding shares to which he would
be entitled under the relevant Program and Agreement, with no right to indemnity.
Additionally, the Beneficiary is also required to abstain from establishing liens or otherwise encumbering shares under
lock-up restriction, so as not to hamper the enforceability of the rules governing the Stock Grants Plan.
The Company will register the transfer of shares under the Stock Grants Plan upon the actual transfer of shares, at
which time the lock-up period provided for in the Program will begin, as applicable.
Options Plan
Given the cancellation of the options granted to Executive Officers under the Options Plan (see introductory note and
76

item 13.16 below), we are abstaining from discussing transfer restrictions arising from the exercise of options.
The Options Plan, which establishes the conditions for granting options to Directors, does not include restrictions on the
transfer of shares arising from the exercise of options by Board members.
m.
Criteria and events triggering a suspension, modification or termination of the plan
The Stock Grants Plan may be discontinued at any time by the Board of Directors, in which case any existing lock-up
restriction would continue in place, with no changes to the rights and obligations related to each grant.
According to the Stock Grants Plan, in the event of our dissolution, transformation, incorporation, merger, spinoff or
reorganization from which we do not emerge as the surviving company, or, if we do, we emerge as a delisted issuer,
the shares granted by the Company, at the discretion of our Board of Directors, may either be transferred to the
surviving company or will vest earlier than foreseen in order to allow their transfer. Any shares not transferred during
the transfer window would thereafter forfeit with no right to indemnity.
n.
Effects of termination on rights attributable to departing executive officers under the share-based
compensation plan
Given the cancellation of options granted to the Board of Executive Officers under the Options Plan (see introductory
note and item 13.16 below), the discussion below addresses just the conditions of the Stock Grants Plan, except with
respect to the beneficiaries who are members of the Board of Directors.
Under the plan, where a Beneficiary officer is removed from office for a breach of obligations or fiduciary duties, or a
Beneficiary employee is terminated for cause, as defined under Brazilian civil and labor laws, as the case may be, then
any vesting stock grants will forfeit with no right to indemnity.
Unless otherwise determined by our Board or Directors or Committee, or, as the case may be, the Chief Executive
Officer, acting on board-delegated authority, if our Companys relationship with a beneficiary were to end due to
ordinary removal from office, or termination without cause, or voluntary resignation from office or employment, not
provided for in the above paragraph, then: (i) for vested stock grants, the beneficiary would take prompt delivery of the
shares under the Program or Agreement; and (ii) any vesting stock grants would forfeit with no right to indemnity.
The Board of Directors or the Committee, or, as the case may be, the Chief Executive Officer, acting on board-delegated
authority, has discretion to maintain or advance, in whole or in part, the transfer of shares granted to a particular
Beneficiary whose employment agreement with the Company was terminated according to the conditions set forth in the
paragraph above.
If a Beneficiary were to die or become permanently disabled, thus being unable to perform his duties in the Company as
manager or employee, he would be entitled to receive the shares granted, as well as his heirs or successors, as the case
may be. The shares granted would be transferred regardless of the terms provided for in the Agreement. And, in the
event of the beneficiarys death, for purposes of delivery, the shares will be apportioned among heirs and successors
according to testamentary disposition, as established in estate proceedings or pursuant to a court order.
Retiring beneficiaries are treated similarly, provided, however, any Beneficiary taking delivery would be required to
commit to a 12-month non-compete covenant preventing him from providing services (as employee or otherwise) to our
direct or indirect competitors in the markets where we may be operating at the time.
Additionally, if a director were to be removed from office due to breach of obligations or fiduciary duties, according to
the civil law, or for any of the reasons which otherwise would justify termination for cause under the labor laws, any
vesting or outstanding options or stock grants would forfeit forthwith with no right to indemnity. If a director were to
resign his or her office, any options granted over the course of the resignation year, and stocks granted over the course
of the resignation year, will forfeit with no right to indemnity.
13.5
Share-based compensation (of directors and executive officers) recognized in the income
statement for the years ended December 31, 2013, 2014 and 2015, and share-based payments forecast
for the current year.
The tables below set forth information on share-based compensation paid to the Board of Executive Officers: (i) as
recognized in the income statements for the years ended December 31, 2015, December 31, 2014 and December 31,
2013, based on the number of members (by body of holders) to whom share-based compensation was actually
77

allocated; and (ii) as projected for the current year,
As described in the introductory note to this item 13, and according to the Notice to the Market issued on February 4,
2015, the Company decided to offer to the beneficiaries of grants carried out under the Options Plan the following
in cash with respect to those options which had already vested (vested options), and shares issued by the Company to
be transferred to the beneficiaries in future dates, with respect to those options which had not yet vested (unvested
options).
The shares received upon the cancellation of unvested Options are linked to the Stock Grants Plan. The directives and
conditions that caused the cancellation of options, as well as the payment in cash or in shares, were approved by the
Board of Directors of the Company during the meeting held on December 24, 2014, while all acts required for its
implementation were validated by the Compensation Committee of the Board of Directors in the meeting held on
February 4, 2015.
The unvested options cancelled resulted in the grant of a number of shares issued by the Company calculated based on
the Fair Value of unvested Options as of January 5, 2015, and on the closing price of the shares on the same date
(R$9.22).
Only the options granted to the directors regarding the year 2013 are still in force.
We should note there have been no option or stock grants made to members of our Board of Directors prior to 2013.
Year ended December 31, 2015 Stock Options Program

a.
Body
b.
c.
Number of members earning compensation
d.
Related to each options grant: (Program)
Board of Directors
11
10
BVMF CA - 2013
I.
Grant date
II.
Number of options granted:
Jan. 2, 2014
III.
Vesting date (date/number)
IV.
Expiration date
April 30, 2022
V.
Lock-up period
n/a
VI.
Weighted average exercise price per option group set forth below:
330,000
April 2017
89,100
- outstanding at start of year
10.92
- lost over the year
10.92
- exercised over the year
10.92
- expired over the year
10.92
e.
Fair value at grant date
f.
Potential dilution if all options are exercised in full
2.98
0.018%
Year ended December 31, 2015 Stock Grants Programs

a.
b.
Body
Board of Directors
11
c.
Number of members earning

compensation
9.67
d.
Related to each stock grants:

(Program)
BVMF
CONVERSO
BVMF AD
CONVERSO
BVMF
2014
BVMF AD
2014
BVMF CA
2014
I.
Grant date:
Jan. 5, 2015
Jan. 5, 2015
Jan. 2, 2015
Jan. 2, 2015
Jan. 2, 2014
II.
Number of shares granted
1,981,603
1,577,963
1,349,476
507,269
172,700
III.
Lock-up period (date/number):
78

Jan-16
732,760
78,546
337,369
169,090
Jan-17
293,231
Apr-17
74,014
IV.
Maximum term for
Jan. 5, 2018
Jan. 7, 2019
Jan. 4, 2019
Jan. 4, 2018
May 2, 2017
V.
Lock-up period
n/a
n/a
n/a
n/a
n/a
VI.
Weighted average price for each of the following share groups:

9.22
9.22
9.50
9.50
9.50
9.22
9.22
9.50
9.50
9.50
9.22
9.22
9.50
9.50
9.50
9.22
9.22
9.50
9.50
9.50
e.
Fair value as of grant date
9.22
9.22
9.50
9.50
9.50
f.
Potential dilution if all options are

exercised in full
0.11%
0.09%
0.07%
0.03%
0.010%
The tables below present information on share-based compensation under the Options Plan.
Year ended December 31, 2014 Stock Options Plan
Body
Board of
Directors
b.
Total number of
members
11
c.
Members earning
compensation
10
d.
Related to each
stock options grant:
(Program)
a.
BVMF
2011
BVMF AD
2011
BVMF
2012
BVMF AD
2012
BVMF
2013
BVMF AD
2013
BVMF CA
2013
I.
Grant date
Jan. 2, 2012
Jan. 2, 2012
Jan. 2, 2013
Jan. 2, 2013
Jan. 2, 2014
Jan. 2, 2014
Jan. 2, 2014
II.
Number of stock options

granted:
3,250,000
1,337,170
3,300,000
1,001,185
3,500,000
1,477,340
330,000
Jan/15
233,333
204,691
750,000
875,000
Jan/16
175,000
166,864
Jan/17
122,814
246,224
Apr/17
89,100
Jan. 2, 2020
Jan. 2, 2019
Jan. 2, 2021
Jan. 2, 2020
Jan. 2, 2022
Jan. 2, 2021
Apr. 30, 2022
III. Vesting date (date/number):
IV.
Expiration date
79

V.
VI.
Lock-up period
n/a
n/a
n/a
n/a
n/a
n/a
n/a
10.07
5.04
10.78
6.74
8.73
5.46
10.92
10.07
5.04
10.78
6.74
8.73
5.46
10.92
10.07
5.04
10.78
6.74
8.73
5.46
10.92
10.07
5.04
10.78
6.74
8.73
5.46
10.92
e.
2.79
4.19
5.55
6.98
3.43
4.33
2.98
f.
Potential dilution if all

options are exercised in
full
0.16%
0.07%
0.17%
0.07%
0.18%
0.08%
0.02%
Year ended December 31, 2013 Stock Options Plan

a.
b.
c.
d.
Body
Total number of
members
Members earning
compensation
Related to each stock

options grant:
(Program)
BVMF
2010
BVMF
2011
BVMF AD
2011
BVMF
2012
BVMF AD
2012
I.
Grant date
Jan. 3, 2011
Jan. 2, 2012
Jan. 2, 2012
Jan. 2, 2013
Jan. 2, 2013
II.
3,420,000
3,250,000
1,337,170
3,300,000
1,001,185
III.
Vesting date (date/number):
Jan/14
285,000
406,250
825,000
Jan/15
270,833
222,862
Jan/16
203,125
166,864
Jan/17
133,717
IV.
Expiration date
Jan. 3, 2018
Jan. 2, 2020
Jan. 2, 2019
Jan. 2, 2021
Jan. 2, 2020
V.
Lock-up period
n/a
n/a
n/a
n/a
n/a
80

VI.
12.91
10.07
5.04
10.78
6.74
12.91
10.07
5.04
10.78
6.74
12.91
10.07
5.04
10.78
6.74
12.91
10.07
5.04
10.78
6.74
e.
4.5
2.79
4.19
5.55
6.98
f.

options are exercised in full
0.17%
0.16%
0.07%
0.17%
0.07%
Note: (1) The figures above do not consider the annual average of directors, but the number of members whose share-based
compensation was recognized to the Company's income statement for the year in question.
Current Year - 2016 Estimate - Stock Options Program

a.
Body
b.
c.
d.
Related to each stock options grant: (Program)
Board of Directors
11
10
BVMF CA - 2013
I.
Grant date
II.
Jan. 2, 2014
III.
Vesting date (date/number):
IV.
Expiration date
Apr. 30, 2022
V.
Lock-up period
n/a
VI.
330,000
April 2017
89,100
10.92
10.92
10.92
10.92
e.
f.
Potential dilution if all options are exercised in full
2.98
0.016%
Current Year - 2016 Estimate - Stock Grants Program

a.
Body
Board of Directors
11
10
b.
I.
Total number of
members
c.
Members earning
compensation
d. Related to each stock
grants (Program)
Grant date
BVMF
CONV.
Jan. 5, 2015
BVMF AD
CONV.
Jan. 5, 2015
BVMF
2014
Jan. 2, 2015
BVMF AD
2014
Jan. 2, 2015
BVMF
2015
Jan. 8, 2016
BVMF AD
2015
Jan. 8, 2016
BVMF CA
2014
Jan. 2, 2014
BVMF CA
2015
Jan. 8, 2016
II.
Number of shares granted
1,981,603
1,577,963
1,349,476
507,269
1,255,716
727,830
172,700
172,700
III.
Lock-up period (date/number):

668,795
130,056
337,369
169,090
313,929
242,610
Jan-17
81

Apr-17
74,014
Jan-18
117,819
Apr-19
51,810
IV.
Expiration date
Jan. 5, 2017
Jan. 5, 2017
Jan. 4, 2019
Jan. 04, 2018
Jan. 4, 2020
Jan. 4, 2019
May 2, 2017
May 2, 2019
V.
Lock-up holding period
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
VI.
Weighted average price for each of the following stock groups:
9.22
9.22
9.50
9.50
10.52
10.52
9.50
10.52
9.22
9.22
9.5
9.5
10.52
10.52
9.5
10.52
9.22
9.22
9.5
9.5
10.52
10.52
9.5
10.52
9.22
9.22
9.5
9.5
10.52
10.52
9.5
10.52
e.
Fair value as of grant date
9.22
9.22
9.5
9.5
10.52
10.52
9.5
10.52
f.

options are exercised in
full
0.07%
0.08%
0.06%
0.02%
0.07%
0.04%
0.010%
0.010%
13.6
Outstanding stock options held by directors and executive officers at the year-end
options).
The shares received upon the cancellation of unvested Options are linked to the Stock Grants Plan.
The directives and conditions that caused the cancellation of options, as well as the payment in cash or in shares, were
approved by the Board of Directors of the Company during the meeting held on December 24, 2014, while all acts
required for its implementation were validated by the Compensation Committee of the Board of Directors in the meeting
held on February 4, 2015.
The unvested options cancelled resulted in the grant of a number of shares issued by the Company calculated based on
the Fair Value of unvested Options as of January 5, 2015, and on the closing price of the shares on the same date
(R$9.22).
Only the options granted to the directors for the year 2013 are still in force. Thus, the table below includes information
about the options outstanding granted to directors at the end of the year ended December 31, 2015, taking into account
the number of members per body.
Again, we should note that, pursuant to a decision of our board of directors, long-term incentives attributable to
executives in any particular year materialize in the form of grants at the start of the next year. Thus, stock grants
regarding the year 2015 were granted only in January 2016, with effects on our results for 2015.
Body
Board of Directors
Number of members
11
10
Program
BVMF CA - 2013
Unvested options
82

Number of unvested options
297,000
Vesting date (date/quantity)

Apr. 2017
297,000
Expiration date
Apr. 30, 2019
Lock-up period
n/a
Weighted average exercise price
10.92
Fair Value of Options at year-end:
2.98
Outstanding options
Number of outstanding options
Expiration date
n/a
Lock-up period
n/a
n/a
Fair Value of Options at year-end:
n/a
Aggregate Fair Value of Options at year-end
2.98
13.7
Exercised options and shares delivered to directors and executive officers as share-based
compensation for the years ended December 31, 2013, December 31, 2014, and December 31, 2015.
The tables below set forth information on options exercised by, and shares delivered to executive officers by way of
long-term incentive in the years ended December 31, 2015, December 31, 2014, and December 31, 2013, taking into
account the number of members per body that actually exercised options and received shares.
options).
The directives and conditions that caused the cancellation of options, as well as the payment in cash or in shares, were
approved by the Board of Directors of the Company during the meeting held on December 24, 2014, while all acts
required for its implementation were validated by the Compensation Committee of the Board of Directors in the meeting
held on February 4, 2015.
The table below represents the portion of vested Options that were paid in cash, having as reference the fair value (Fair
Value) as of January 5, 2015, as provided for in CPC Pronouncement 10 (R1) approved by CVM Resolution No. 650/10.
For a review to provide limited assurance as to the determination of fair value for each of the cancellation processes we
have engaged a specialist independent valuation firm.
The unvested Options cancelled resulted in the grant of a number of shares issued by the Company calculated based on
the Fair Value of the unvested Options as of January 5, 2015, and on the closing price of the shares on the same date
(R$9.22).
Board of Directors
Total
n/a
n/a
5
5
5
5
n/a
n/a
0
n/a
0
n/a
Total difference between exercise price and market

price of shares for which options were exercised
n/a
R$18,626,502.80
R$18,626,502.80
n/a
n/a
0
0
0
0
n/a

Number of shares
Shares delivered
Number of shares
Weighted average acquisition price

Aggregate difference between acquisition price and
market price of shares purchased
83

The tables below present information on share-based compensation under the Options Plan.
Board of Directors
Total
n/a
n/a
5
5
n/a
n/a
845,000
R$10.34
845,000
R$10.34
n/a
R$2,046,950.00
R$2,046,950.00
n/a
n/a
0
0
0
0
n/a
Board of Directors
Total
n/a
n/a
n/a
n/a
1,607,500
R$8.85
1,607,500
R$8.85
n/a
R$2,668,875.00
R$2,668,875.00
n/a
n/a
0
0
0
0
n/a
Options exercised
Number of shares
Total difference between exercise price and market price of
shares for which options were exercised
Shares delivered
Number of shares

Options exercised
Number of shares
Total difference between exercise price and market price of
shares for which options were exercised
Shares delivered
Number of shares
13.8
Summary description of the information required to understand data disclosed under subsections
13.5 to 13.7 above, and explanation on the pricing method to calculate the value of shares and options
a.
pricing model
Stock Grants Plan

Under our stock grants plan, fair value is the price of our shares at the close of business as of the grant date.
Options Plan
The options we grant under our plan combine European-style features (in that typically early exercise is not allowed)
until the vesting date, and American-style features (possibility of early exercise), between the vesting date and the
expiration date. Options that combine these features are more commonly known as Bermudan or Mid-Atlantic options,
and, by construction, the exercise price must be set within the price range provided by the prices for both Europeanstyle and American-style options with similar features. As for dividend payments, two effects on the option pricing are
taken into account: (i) a fall in share price at ex-dividend dates; and (ii) the influence of dividend payments on an earlyexercise decision.
Taking the above factors into account, in determining the fair price of these stock options, we use the binomial -tree
model. This pricing model produces results equivalent to those of the Black-Scholes model for simple European-style
options with the advantage of capturing the effects of early exercise and dividend payments associated with the
options concerned.
The main assumptions we use in pricing these options are as follows:
a)
b)
Option pricing takes into account the market parameters at each grant date under the relevant Options
Program;
The estimate for risk-free interest rates is based on rates provided by interest-rate futures contracts whose
maturity correlate with each option duration; and
84

c)
The expiration date determines the option life under each Options Program.
Other classic assumptions associated with option pricing models are also taken into account and include the absence of
arbitrage opportunities and constant volatility over time.
Taking the above factors into account, in determining the fair price of options granted, we used the Hull binomial-tree
options with the advantage of capturing the effects of early exercise and dividend payments associated with the options
concerned.
b. data and assumptions used by the pricing model, including weighted average share price, exercise price,
expected volatility, option life, expected dividends and risk-free interest rate
Stock Grants Plan

Under our stock grants plan, fair value is the price of our shares at the close of business as of the grant date.
OPTIONS PLAN (OPTION GRANTS UP TO AND INCLUDING 2013)

The main assumptions we use in pricing these options are as follows:
Option pricing takes into account the market parameters at each grant date under the relevant Options
Program;
The estimate for risk-free interest rates is based on rates provided by interest-rate futures contracts whose
maturity correlate with each option duration;
Share prices are adjusted to account for the effects of dividend payments;
Expected volatility for pricing is determined as explained in (d) below; and
The expiration date determines the deadline for exercising the options granted.
Other classic assumptions associated with option pricing models are also taken into account and include the absence of
arbitrage opportunities and constant volatility over time.
The table below summarizes the main assumptions:
Data & Assumptions
Grant Date
Share Price (in R$)
Exercise Price (in R$)
Expected Volatility (year)
Option life (last vesting date)
Expected Dividends (Payouts)
Risk-free interest rate (p.a., 252 trading dates)
2013 Program
Jan. 2, 2014
R$10.92
R$8.73
35.62%
Jan. 2, 2022
80.00%
10.57%
Data & Assumptions

Grant Date
Share Price (R$)
2013 Additional
Program
Jan. 2, 2014
R$10.92
R$5.46
35.62%
Jan. 2, 2021
80.00%
10.57%
Data & Assumptions

Grant Date
Share Price (R$)
2013 Options Grant

Board of Directors
Jan. 2, 2014
R$10.92
R$10.92
35.62%
Apr. 30, 2022
80.00%
10.57%
Data & Assumptions

Grant Date
Share Price (R$)
2012 Program
Jan. 2, 2013
R$14.11
R$10.78
29.18%
85

Jan. 2, 2021
80.00%
9.21%
Data & Assumptions

Grant Date
Share Price (R$)
2012 Additional
Program
Jan. 2, 2013
R$14.11
R$6.74
29.18%
Jan. 2, 2020
80.00%
9.21%
Data & Assumptions

Grant Date
Share Price (R$)
Data & Assumptions
Grant Date
Share Price (R$)
Data & Assumptions
Grant Date
Share Price (R$)
c.
2011 Program
Jan. 2, 2012
R$9.80
R$10.07
29.99%
Jan. 2, 2020
80.00%
11.07%
2011 Additional
Program
Jan. 2, 2012
R$9.80
R$5.04
29.99%
Jan. 2, 2019
80.00%
11.05%
2010 Program
Jan. 3, 2011
R$13.40
R$12.91
25.00%
Jan. 3, 2018
80%
11.78%
method and assumptions adopted in capturing the expected effects of early exercise
Stock Grants Plan

Not applicable for shares granted under the Stock Grants Plan, since there is no exercise under this Plan.
Options Plan (option grants up to and including 2013)

The options we grant under our plan combine European-style features (in that typically early exercise is not allowed)
until the vesting date, and American-style features (possibility of early exercise), between the vesting date and the
expiration date. Options that combine these features are more commonly known as Bermudan or Mid-Atlantic options,
and, by construction, the exercise price must be set within the price range provided by the prices for both Europeanstyle and American-style options with similar features.
Taking the above factors into account, in determining the fair price of these stock options, we use the binomial-tree
options with the advantage of capturing the effects of early exercise and dividend payments associated with the options
concerned.
d.
method for determining expected volatility
Stock Grants Plan
86

Not applicable for shares granted under the Stock Grants Plan, since the fair value is the price of our shares at the close
of business as of the grant date.
Options Plan (stock option grants up to and including 2013)

In accounting for volatility to price stock options granted under our stock options plan, values were estimated using a
statistic methodology named Exponentially Weighted Moving Average (EWMA), which we extrapolated from the
historical price series for BVMF3 stocks. And, as is internationally accepted, we determined EWMA based on a 40-day
window (business days) and a 0.94 weighting factor.
e.
other option features taken into account in measuring fair value
The discussion above covers and considers the principal features related to the options and stocks granted.
13.9
Number of shares and other convertible securities issued by the Company or its direct or indirect
controlling shareholders, or subsidiaries and companies under common control, which at the year-end
were held directly or indirectly, in Brazil or abroad, by directors, executive officers and fiscal council
members (sorted by body of holders)
2015
Holder
Board of Directors
Fiscal Council
TOTAL
13.10
Shares in the Company
(%)
112,203
3,658,674
0.006
0.202
3,770,877
0.208
Existing pension plans for directors and statutory officers

Board of Directors

Pension scheme name
Number of executives eligible for retirement
Number of executives eligible for early retirement
Present value of contributions accrued in the pension plan at the
close of most recent full year, discounting direct contributions from
executives
Total cumulative value of contributions paid to pension plan over
most recent full year, discounting direct contributions from
executives
Possibility/conditions of early redemption
13.11
n/a
n/a
Board of Executive
Officers
Total
n/a
n/a
n/a
5
5
Mercaprev
1
n/a
R$6,738,269.93
5
5
n/a
R$353,393.83
R$353,393.83
n/a
Yes. Employee portion

only
1
n/a
R$6,738,269.9
3
Average Compensation Paid to Directors, Executive Officers and Fiscal Council Members
We should note that, according to our policy for long-term incentive (Options Plan and Stock Grants Plan), and a
decision of our Board of Directors, stock option and stock grants under the relevant Programs for a particular year will
always occur at the start of the next year. Thus, grants to reward 2012 performance were granted on January 2, 2013,
with effects on our results as from the year 2013 until the completion of the program. Likewise, grants to reward 2013
performance were granted on January 2, 2014, with effects on our results as from 2014 until the completion of the
program; stock grants to reward 2014 performance were granted on January 2, 2015, with effects as from the year
2015 until the completion of the program; and stock granted to reward 2015 were granted on January 8, 2016, with
effects as from the year 2016 until the completion of the program.
In 2015, in the case of the Board of Executive Officers, all members performed their duties from January through
December 2015 and, thus, all compensations were recognized in the income statement for the year ended December 31,
2015.
87

We stress that one member of the Board of Directors was not earning compensation in 2015, and, regarding the lowest
individual compensation item, we considered 5 members who earned compensation over the full 12-month period,
taking into account the process for election of the Board of Directors, carried out in April 2015. Regarding the
information about the highest individual compensation, all compensations were recognized in the income statement.
However, the director earning the highest individual compensation performed his duties in the Company during the 12month period ended December 2015.

Highest individual compensation (in R$)
Lowest individual compensation (in R$)
Average individual compensation (in R$)
Board of Directors
Board of Executive
Officers
Fiscal Council*
10.75
9.75
2,646,662.16
582,546.66
793,567.22
5
5
10,945,496.25
5,364,689.27
6,752,932.49
n/a
n/a
n/a
n/a
n/a
* As discussed under item 13.1 above, while our fiscal council is not active at this time, we have an Audit
Committee. In order to calculate the amounts below, we considered the compensation paid to the four external
committee members who earned compensation over the full 12-month period of 2015. The highest compensation
recognized for 2015 totaled R$355,255.89, and the lowest, R$354,846.90. The average compensation recognized
for the year 2015 was R$355,153.64.
In 2014, in the case of the Board of Executive Officers, all members performed their duties from January through
December 2014 and, thus, all compensations were recognized in the income statement for the year ended December 31,
2014.
Regarding the Board of Directors, we should further notice that, in addition to the member that was not earning
compensation in 2014, another member of this body did not earn compensation in this period. Regarding the information
about the lowest individual compensation, only nine members who earned compensation during the 12-month period
were considered, taking into account the retirement and replacement of one director at the end of the first half.

Board of Directors
Board of Executive
Officers
Fiscal Council*
11
10
2,330,010.60
368,340.00
655,635.30
5
5
12,409,230.99
4,569,981.69
6,695,416.95
n/a
n/a
n/a
n/a
n/a
* As discussed under item 13.1 above, while our fiscal council is not active at this time, we have an Audit Committee. In
order to calculate the amounts below, we considered the compensation paid to the four external committee members
who earned compensation over the full 12-month period of 2014. The highest compensation recognized for 2014 totaled
R$323,155.32, and the lowest, R$321,036.44. The average compensation recognized for the year 2014 was
R$322,625.60.
In the case of the Board of Executive Officers, due to the resignation of an Officer in May and admission of a new Officer
in July, the information on the lowest individual compensation includes all four members that performed duties
throughout the 12-month period. Regarding the highest individual compensation, we considered all compensations
recognized to the income statement for the year ended December 31, 2013, while the executive officer who earned the
highest compensation performed his duties throughout the full 12-month period, from January to December.
We stress that one member of the Board of Directors was not earning compensation in 2013, and, regarding the lowest
individual compensation item, we considered six members who earned compensation during 12 months, taking into
account the process for election of the Board of Directors, carried out in April 2013. Regarding the information about the
highest individual compensation, we considered all compensations recognized in the income statement. However, the
director who earned the highest compensation performed his duties in the Company during the 12-period ended
December 2013.
88


Board of Directors
Board of Executive
Officers
Fiscal Council*
11
10
1,724,453.24
306,762.65
497,241.59
4.92
4.92
15,562,374.97
6,851,693.28
8,332,773.68
n/a
n/a
n/a
n/a
n/a
* As discussed under item 13.1 above, while our fiscal council is not active at this time, we have an Audit Committee. In
order to calculate the amounts below, we considered the compensation paid to the four external committee members
who earned compensation over the full 12-month period of 2013. The highest compensation recognized for 2013 totaled
R$332,451.85, and the lowest, R$294,249.23. The average compensation recognized for the year 2013 was
R$306,957.74.
13.12 Agreements, insurance policies or other instruments used for structuring compensation or
indemnification mechanisms for managers in case of dismissal or retirement, and financial effects for the
Company
The company does not adopt a specific policy contemplating retirement or termination compensation for managers in
case of dismissal or retirement, except in the latter case for benefits contemplated in our existing pension plan, as
discussed in item 13.10 above. It is worth noting that the Directors & Officers (D&O) liability insurance policy taken out
by us provides no coverage related to dismissal; rather, it merely gives directors and officers financial protection and
peace of mind to perform their daily duties. In addition, this policy is seen as a competitive benefit that helps retain
qualified professionals.
13.13 Percentage of total compensation, per body, recognized in the income statement, attributable to
directors, executive officers and fiscal council members that are related parties of the direct or indirect
controlling shareholders, as per the accounting standards governing this issue.
We have no controlling shareholders. For this reason, no compensation is recognized in the income statement regarding
the members of the Board of Directors and the Board of Executive Officers that are related parties of the direct or
indirect controlling shareholders.
13.14 Compensation paid to directors, executive officers and fiscal council members for reasons other
than their position in the company.
No amounts are recognized in the income statement as compensation for directors and executive officers on any account
or for any reason other than their serving in the position they hold in our Company.
13.15 Compensation paid to directors, executive officers and fiscal council members of the company, as
recognized in the income statements of controlling shareholders, jointly controlled companies or the
companys subsidiaries
We have no controlling shareholders, thus, there are no business jointly controlled by the Company. No amount was
recognized in the income statement of our subsidiaries as compensation paid to directors and executive officers.
13.16
Other information the Company deems relevant
As per the Notice to the Market issued on February 4, 2015, the Company offered to the beneficiaries of grants carried
out under the Options Plan the following choices: (i) remaining as holders of their options, or (ii) cancelling the balance
of their options and receiving an amount in cash with respect to those options which had already vested (vested
options), and shares issued by the Company to be transferred to the beneficiaries in future dates, with respect to those
options which had not yet vested (unvested options).
We believe that the resulting long-term incentives model is better suited to meet our objectives of aligning more
efficiently the interests of Beneficiaries with those of our Company and shareholders over a longer-term horizon,
whereas fostering the retention of key personnel.
Cancellation of options
Amounts paid in cash or in shares for cancellated options were calculated based on the Fair Value of the Options as of
January 5, 2015, as provided for in CPC Pronouncement 10 (R1) approved by CVM Resolution No. 650/10. For a review
89

to provide limited assurance as to the determination of fair value for each of the cancellation processes, we have
engaged a specialist independent valuation firm.
The portion of vested Options that was cancelled resulted in cash payments equivalent to the Fair Value of the Options.
On the other hand, unvested Options cancelled resulted in the grant of a number of shares issued by the Company
calculated based on the Fair Value of the unvested Options as of January 5, 2015, and on the closing price of the shares
on the same date (R$9.22).
List of Replacement of Options (Options Plan) with Cash (R$) (Vested Options) or Shares (unvested Options)
(Stock Grants Plan)
Program
# of outstanding
options (Dec/14)
Fair Value
(R$)
2008
2009
2010
2011
2012
2013
Additional 2011
Additional 2012
Additional 2013
Total
178,412
621,780
7,183,875
6,484,900
7,728,386
9,755,809
2,113,241
1,936,513
2,971,880
38,974,796
4.48
3.72
1.94
3.37
3.45
4.09
4.90
4.34
4.87
Vested Options replaced
Unvested Options replaced
# of options
Total Fair Value

(R$)
# of options
# of shares
173,412
581,780
6,498,875
3,971,275
3,391,618
2,414,578
1,025,300
0
0
18,056,838
776,886
2,164,222
12,607,818
13,383,197
11,701,082
9,875,624
5,023,970
0
0
55,532,798
2,257,375
4,228,018
7,243,731
1,025,280
1,919,785
2,971,880
19,646,069
825,138
1,582,170
3,213,606
544,906
903,694
1,569,771
8,639,285
The transfer period for shares granted to replace unvested Options cancelled are the same as the vesting period
established for the each Options Programs. These shares are transferred to Beneficiaries in January each year, it being
worth noting that the options granted to directors are still effective.
90

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,

ANNUAL GENERAL MEETING OF

MANAGEMENT PROPOSAL AND GUIDELINES ON

MANAGEMENT PROPOSAL AND GUIDELINES ON

MANAGEMENT PROPOSAL AND GUIDELINES ON

Pedro Pullen Parente

MANAGEMENT PROPOSAL AND GUIDELINES ON

MANAGEMENT PROPOSAL AND GUIDELINES ON

MANAGEMENT PROPOSAL AND GUIDELINES ON PARTICIPATING IN

to elect a member of the Board of Directors; and

to set the aggregate compensation amount payable in 2016 to members of the

Board of Directors and Executive Officers.

MANAGEMENT PROPOSAL AND GUIDELINES ON

Participation in Annual General Meeting

Participation by shareholders in the Companys general meetings is of paramount

Shareholders ID with photograph or proxys ID

Most recent constitutional documents (articles of

power of attorney proving right of representation

Legal representatives ID with photograph

constitutional documents of fund administrator or

manager, as applicable, proving compliance with

Legal representatives ID with photograph

MANAGEMENT PROPOSAL AND GUIDELINES ON

Portuguese, English or Spanish, or documents in other languages accompanied by a

A.1. Personnal Participation

A.2. Remote Voting Form

MANAGEMENT PROPOSAL AND GUIDELINES ON

A.2.1. Remote voting via service providers

A.2.2. Remote voting form delivered directly to the Company

authenticated copies of the documents described in the chart in item A above, as

MANAGEMENT PROPOSAL AND GUIDELINES ON

A.3. Guidelines for Proxy Voting

To facilitate and encourage participation by its shareholders, BM&FBOVESPA will again

MANAGEMENT PROPOSAL AND GUIDELINES ON

Shareholders not yet registered at Assembleias Online

Step 1 Registration on the portal:

MANAGEMENT PROPOSAL AND GUIDELINES ON

30, 2016 and 6:00 p.m. on April 15, 2016.

Shareholders already registered with Assembleias Online

A.3.2. Physical Proxies

MANAGEMENT PROPOSAL AND GUIDELINES ON

1) To vote FOR the resolutions or proposals on the agenda:

PROXY APPOINTMENT FORM

MANAGEMENT PROPOSAL AND GUIDELINES ON

MANAGEMENT PROPOSAL AND GUIDELINES ON

[City], [month] [day], [2016]

A.4. Public Proxy Solicitations

MANAGEMENT PROPOSAL AND GUIDELINES ON

B.1. Items to be discussed at the Annual General Meeting of BM&FBOVESPA

To receive Managements annual report, and to receive, review and judge

MANAGEMENT PROPOSAL AND GUIDELINES ON

Board (IASB) and interpretations issued by the International Financial Reporting

MANAGEMENT PROPOSAL AND GUIDELINES ON

(e) Standardized Financial Statement Form (DFP);

December 31, 2015, as proposed by Management

R$1,242,614,000.00 to the mandatory dividend, which has already been paid to

R$959.624.045,10 to the statutory reserve for investment and to replenish the

To elect a member of the Board of Directors

MANAGEMENT PROPOSAL AND GUIDELINES ON

MANAGEMENT PROPOSAL AND GUIDELINES ON

elected by a shareholder who also elected a member of the Board of Directors of a

Rules on the composition of the Board of Directors

MANAGEMENT PROPOSAL AND GUIDELINES ON

Annual Shareholders' Meeting - 04.18.2016 - Management Proposal

Annual Shareholders' Meeting - 04.18.2016 - Management Proposal