2Q12 Earnings Presentation

August 8th, 2012

Forward Looking Statements

This presentation may contain certain statements that express the managements expectations, beliefs and assumptions about future events or results. Such statements are not historical fact, being based on currently available competitive, financial and economic data, and on current projections about the industries in which BM&FBOVESPA works . The verbs anticipate, believe, estimate, expect, forecast, plan, predict, project, target and other such are intended to identify these forward-looking statements, which involve risks and uncertainties that could cause actual results to differ materially from those projected in this presentation and do not guarantee any future BM&FBOVESPA performance. The factors that might affect performance include, but are not limited to: (i) market acceptance of BM&FBOVESPA services; (ii) volatility related to (a) the Brazilian economy and securities markets and (b) the highly-competitive industries in which BM&FBOVESPA operates ; (iii) changes in (a) domestic and foreign legislation and taxation and (b) government policies related to the financial and securities markets; (iv) increasing competition from new entrants to the Brazilian markets; (v) ability to keep up with rapid changes in technological environment, including the implementation of enhanced functionality demanded by BM&FBOVESPA customers; (vi) ability to maintain an ongoing process for introducing competitive new products and services, while maintaining the competitiveness of existing ones; (vii) ability to attract new customers in domestic and foreign jurisdictions; (viii) ability to expand the offer of BM&FBOVESPA products in foreign jurisdictions. All forward-looking statements in this presentation are based on information and data available as of the date they were made, and BM&FBOVESPA undertakes no obligation to update them in light of new information or future development. This presentation does not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities where such offer or sale would be unlawful prior to registration or qualification under the securities law. No offering shall be made except by means of a prospectus meeting the requirements of Brazilian Securities and Exchange Commission CVM Instruction 400 of 2003, as amended.

2Q12 Highlights
All-time high on both revenues and EBITDA

Financial Highlights Net revenues climbed 15.7% over 2Q11 to R$541.2 million, alltime high for the company Adj. expenses were R$127.9 million, down 11.0% from 2Q11 and in line with those in 1Q12 EBITDA grew 28.9% versus 2Q11 and EBITDA margin reached 74.6% Adj. net income totaled R$422.9 million, a 3.4% increase over 2Q11, impacted by lower net interest income and higher noncash taxes Adj. EPS of R$0.219 increased 4.9% compared to 2Q11 Payment of R$240.1 million in dividends, 80% of GAAP net income in 2Q12

Strategic and Operating Highlights All-time high volumes in both equity and derivatives markets Bovespa Seg.: solid 23.0% growth over 2Q11 BM&F Seg.: 25.7% increase fully reflected in revenues Fast growth products ETFs: ADTV climbed 348% versus 2Q11 Options: market making program is showing positive results Tesouro Direto: solid growth of 56% compared to 2Q11 Main projects update Equities module of the PUMA Trading System and first phase of the OTC platform to be implemented by the end of 2012

2012 adjusted Opex budget range lowered to R$560 million - R$580 million, from R$580 million - R$590 million

Excludes stock options plan, depreciation, provisions and tax on dividends from CME Group. 2 Excludes deferred liability recognized in correlation with temporary differences from amortization of goodwill for tax purposes, the impact of the stock options plan, the investment in associate (CME Group) accounted for under the equity method of accounting, net of taxes related to dividends and taxes paid overseas to be compensated.

2012 OpEx Budget Revised Downwards

Maintained focus on cost control
2012 adjusted OpEx budget revised downwards

2012 adjusted OpEx budget range lowered to R$560 million - R$580 million, from R$580 million - R$590 million
Adjusted expenses budget (in R$ mn)
Adjusted expenses are going to decrease in nominal terms in 2012 (new budget) versus 2011
Zero nominal growth

700

R$15 million reduction (mid-points of the new and old budgets):

650

585 544
(actual) (actual)

585

600

(mid-point)

570
(mid-point)

550

R$7 million efficiency captured in various expenses (e.g. marketing and communication) R$8 million increase in the capitalization of certain personnel costs Additionally, the 2011 expenses inflationary growth was fully offset by increased efficiency

500

450

400

350

300

250

200

2010

2011

2012e (old budget)

2012e (revised budget)

2012 CapEx budget range of R$230 million - R$260 million maintained

Growth Trends
All-time high quarter
Gross Revenues (in R$ mn)
476.9
512.0

529.0

544.1

526.4

525.5

521.3

547.1

522.0

560.4

603.2

353.9

422.1

428.0

1Q09

2Q09

3Q09

4Q09

1Q10

2Q10

3Q10

4Q10

1Q11

2Q11

3Q11

4Q11

1Q12

2Q12

Bovespa Volumes (in R$ bn)

6.8

3.9

5.2

5.2

6.6

6.7

5.9

6.8

6.7

6.2

6.6

6.4

7.2

7.6

1Q09

2Q09

3Q09

4Q09

1Q10

2Q10

3Q10

4Q10

1Q11

2Q11

3Q11

4Q11

1Q12

2Q12

BM&F Volumes (in millions of contracts)

2.6 2.9 2.7 2.8 2.7 3.4

1.5

1.6

1.4

1.6

2.5

2.5

2.4

2.5

1Q09

2Q09

3Q09

4Q09

1Q10

2Q10

3Q10

4Q10

1Q11

2Q11

3Q11

4Q11

1Q12

2Q12

BM&F Volumes (in millions of contracts)

Bovespa Segment
All-time high volumes driven by foreign investors
ADTV Climbed in Cash and Options Markets
ADTV grew by 23.0% over 2Q11 ADTV of foreign investors climbed 49.9% in the period due to volatility and HFT activity Expiration of options on Ibovespa in April and July positively impacted ADTV Turnover velocity reached 75.0% in the quarter ADTV of options increased 34.5% Trading margin decreased to 5.498 bps Higher participation of HFTs and day trades
10,0 8,0

ADTV by Investor (R$ bn) and Trading Margin (bps)

5.9 6.2
6,0 4,0 2,0 0,0

5.7

5.6
6.4
0.7 2.4 2.1
1.3

5.9 7.2
0.7

5.5

7.6
0.7

6.6
0.7
2.3 2.2

0.7 2.1
2.1 1.3

2.8
2.3

3.2 2.5 1.3

1.5

1.4

5,8 5,4 5,0 4,6 4,2 3,8 3,4 3,0 2,6 2,2 1,8 1,4 1,0 0,6 0,2 (0,2 (0,6 (1,0

2Q11
Individuals Others

3Q11

4Q11
Institutional Investors Margin in bps

1Q12

2Q12
Foreign Investors

Average Market Cap (R$ tn) and Turnover Velocity (%)

75.0% 66.6%
66.2%

HFTs: ADTV (R$ mn) and share of trading volume (%) ADTV Growth: +61.8% YoY and +21.2% QoQ

69.3% 59.5%

2.000 80,0% 1.800 1.600

12,0%

4,0

3,0

2,0 2.5

1,0 -

2.2

2.2

2.5

2.4

70,0% 60,0% 1.400 50,0% 1.200 1.000 40,0% 800 30,0% 600 20,0% 400 10,0% 200 0,0%

10.3%
1,329

10.3%
1,312
146 249

9.4% 8.5%
1,199
325 1,186 874

1,454
268

10,0% 8,0% 6,0%

7.4%
899
184 267

175 319

4,0%
2,0% 0,0%

835

917

447

2Q11

3Q11

4Q11

1Q12

2Q12 Turnover Velocity (%)

2Q11
Foreigners

3Q11
Individuals

4Q11
Institutionals

1Q12

2Q12
% of overall market

Average Stock Market Capitalization (BRL trillions)

BM&F Segment
Consistent growth in interest rate and equity-based contracts
All-time high ADV driven by market volatility
ADV Climbed 25.7% over 2Q11
5.000 4.500

ADV (ths) and RPC (R$)

1.157 1.127 1.106

1.172 1.133 3,356

1,2

31.4% growth in ADV of Interest Rates in R$ contracts reflecting4.000 volatility and structural growth 3.500 ADV of Stock Index and Mini Contracts roughly doubled RPC grew 0.5% over 2Q11 and fell 3.3% versus 1Q12 YoY growth in volumes were fully reflected in revenues QoQ decrease in RPC is explained by lower RPC of Interest Rates in R$ contracts, which also gained share in the overall volumes
3.000

1,1

2,670
306 101 543 1,720

2,805
326 143 525
1,810

2.500
2.000 1.500

2,456
275 160 489 1,532

2,713
310 136 536 1,730

349 204 542

1,0

1.000
500 -

2,260

0,9

0,8

2Q11
Interest Rates in R$

3Q11
FX Rates

4Q11
Stock Index

1Q12
Others

2Q12
Total RPC

Solid Growth of Stock Index and Mini Contracts (ADV in ths) Stock Index: +101.2% YoY Mini Contracts: +94.6% YoY
600 500 400 300

HFTs: ADV (ths) and share of trading volume (%) ADV Growth: +76.3% YoY and +7.4% QoQ
7.8% 8.0%
7.2% 6.3%

10,0

9,0%

420
5.0%

24 179
68 148

412
101

442
10 224

8,0%

7,0%

335
25

6,0%

101

143 156 91

160

204 132 136 133

251
10 95
45 101

5,0%

177

140 51
120

135 47 69 140

4,0%

200 100
-

3,0%

2,0%

129

1,0%

0,0%

2Q11

3Q11 Stock Index

4Q11

1Q12

2Q12

2Q11
FX Equities

3Q11
Mini contracts

4Q11
Interest Rates

1Q12

2Q12

Mini Contracts

% in Overall Volume

BM&F Segment
Growth in interest rate contracts with longer maturity
Growth trends of interest rates in R$ contracts
Structural changes have been driving growth of interest rates in R$ contracts The fast growing groups of investors trading these contracts are the local institutional and foreigner, which indicates the players are becoming more sophisticated and increasing their exposure Growing proprietary trading of financial institutions, reflecting the increased level of credit in Brazil ADV of longer maturity contracts is evolving more

ADV of interest rates in R$ by group of investors (in ths)

900

844
743 716 610

835 632
498 481 445

800 700 600 500

400 300 200 100 -

501
296 261 285

324 299
211 168 161

Institutional investors 2Q07 2Q08

Foreign investors 2Q09 2Q10 2Q11

Financial institutions 2Q12

All-time high ADV of interest rates in R$ contracts (in ths)

2500

Revenues from interest rates in R$ contracts (in R$ mn)

2,260 1,790
150 120 1st.-4th. Maturity 5th. Maturity Total

1st.-4th. Maturity

5th. Maturity

Total

2000
1500

CAGR: +13.6% CAGR: +15.4%

123.5
CAGR: +14.9%

108.8

90 60

1000 500
0

CAGR: +15.7% CAGR: +9.9%

CAGR: +8.2%

471

30 0

14.7
2Q07 2Q08 2Q09 2Q10 2Q11 2Q12

2Q07

2Q08

2Q09

2Q10

2Q11

2Q12

2Q12 Revenues Breakdown

Highly diversified revenue sources
Revenues breakdown in 2Q12 Highly diversified revenue sources 39.0%: Financial derivatives
15.7% 0.7% 28.5% 23.8% 8.5%

15.2%: Trading 23.8%: Post-trading 37.0%: Cash equity 8.5%: Trading 28.5%: Post-trading 5.7%: Derivatives on stocks and indices

15.2%

1.6% 4.1% 1.9%

1.6%: Trading 4.1%: Post-trading 4.2%: Depository, custody and back-office 3.1%: Securities Lending 2.9%: Vendors 2.2%: Trading access (brokers) 1.9%: Listing 4.0%: Others

Cash Market (Trading)

Cash Market (Post-Trading)

Equities Derivatives (Trading) Equities Derivatives (Post-Trading) Other Revenue - BOVESPA Seg.
Financial Derivatives (Trading)

Financial Derivatives (Post-Trading) Other Revenue - BM&F Seg. (FX and securities)
Other Revenues

High Growth Products

Increased sophistication of market participants
Fast growing products are gaining share in total revenues and becoming more relevant
Selected products revenues (in R$ mn)
: 59%

80,0 70,0 60,0 50,0 40,0 30,0 20,0 10,0 -

Two key priorities is to diversify its revenues base and unlock volumes growth of existing products Selected fast growing products already represents 9% of total revenues
56.5

35.6 2Q11 2Q12

Higher sophistication of local participants and developments implemented are supporting the growth of this products

ETFs (ADTV in R$ mn)

: 348%
350 300

Market-maker for options (ADTV in R$ mn)

: 34%
121 48 179 185
10 8 6
4

Tesouro Direto (Custody in R$ bn)

: 56%

180 160 140 120 100 80 60 40 20 -

250 200

127 19 2009 29 2010 49 2011 1H12 35 2Q11

156

150 100 50 0

8 6 3 2009 4 2010 2011 1H12

2 -

2Q12

2Q11 PETR + VALE

2Q12 Other options

2Q11

2Q12

Stock index future contracts (ADV in ths)

250

Securities Lending (open interest in R$ bn)

35
30

: 101%

: 3%

200 150
100

25 20

50 -

80

89

123

170
101

204

15
10 5

30 21 13 2009 2010 2011

32

28

29

2009

2010

2011

1H12

2Q11

2Q12

1H12

2Q11

2Q12

10

2Q12 Expenses
Focus on cost control: delivering efficiency
Total expenses breakdown - 2Q12
Others Marketing Third Party Serv.
3% 6% 48%

Adjusted expenses (in R$ mn)

-11.0%
Personnel
180,0

14%
160,0 140,0
120,0 100,0

163.9

143.7

+2.0%
136.3 125.4 127.9

14%

Depr./Am.
15%

80,0

Data Processing

60,0

2Q11

3Q11

4Q11

1Q12

2Q12

Breakdown of expenses (in R$ mn)

150,0 145,0 140,0 135,0 130,0 125,0 120,0 115,0 110,0 105,0 100,0

143.7 1.7 (6.6) (2.4) (1.4) (5.9)

(1.2)

127.9

2Q11 Adj. Expenses

Personnel

Data processing

Third Party Serv.

Communication

Marketing

Others

2Q12 Adj. Expenses

11

Net Income
Net income was impacted by non-cash taxes
Adjusted net income in 2Q12 vs 2Q11 (in R$ mn)
The growth in revenues was not fully reflected in the adjusted net income, once it was partly offset by the reduction in the financial income and increase in income tax, although the last one has no cash impact
,0 ,0

EBITDA (in R$ mn)

EBITDA increase in line with operating income growth
600,0

73.5

1.2

500,0

+28.9%
313.2

(16.1 )
409.2 (44.8 )

400,0

403.8

422.9
300,0 200,0

,0 ,0 ,0

100,0 -

2Q11 Net revenues Adjusted net income

Expenses*

Net interest income

Income tax

2Q12 Adjusted net income

2Q11

2Q12

Variation in income tax and social contribution (in R$ mn)

50,0 45,0 40,0 35,0 30,0 25,0 20,0 15,0 10,0 5,0 -

44.8 20.7

R$20.7 million in current taxes, mainly explained by the growth of earnings before taxes R$19.7 million offset against tax credits R$1 million cash tax in 2Q12 R$24.0 million tax credits from interest on capital registered in 2Q11 (R$100 million in interest capital distribution in 2Q11)

24.0

Excludes stock options plan expenses and tax on dividends from CME Group.

12

Financial Highlights
Operating cash generation (in R$ mn) Cash and financial investments (in R$ mn)
2Q12

1,443

340 363

1,979

4,125

1Q12

1,207

383 354

1,714

3,658

427 321
4Q11 1,551

380 270

1,582

3,782

0
Market participants cash collateral and others* Restricted funds Subsidiaries** Available funds

2Q11

2Q12

Returning capital to shareholders

Approval of R$240.1 million as dividends, 80% of GAAP net income in 2Q12.

Financial income
R$54.7 million in 2Q12 decrease of 22.8% over 2Q11: Financial income of R$77.2 million, 12.2% lower than in 2Q11, mostly due to lower interest rates in Brasil. Financial expenses of R$22.5 million increased 31.9% because of the Real depreciation.

Share buyback program

During the share buyback program ended in June 2012, the Company repurchased 31.2 million shares. In June 26th 2012, the Board approved a new program to acquire up to 60 million shares until June 2013.

*Includes collaterals pledged by participants in the form of cash, receivables and rights in securities under custody , as well as payouts still undisbursed. ** Includes third party collaterals (R$118 mn in the 4Q11, R$181 mn in 1Q12 and R$184 mn in the 2Q12) and restricted funds (R$12 mn in the 4Q11, 1Q12 and 2Q12) at Banco BM&F.

13

Key Projects
Investments to support growth
Investments (CAPEX) 2010 2012: more than R$700 million
(in R$ millions) 260.0

300,0

250,0

30.0
268.4 204.0
230.0

200,0

2012 CapEx budget ranges from R$230 million to R$260 million CapEx reached R$45.1 million in 2Q12 The total amount invested in the 1H12 achieved R$71.9 million

150,0 50,0 0,0

158.1 71.9
(1H12)

100,0

2010

2011

2012e

MAIN ONGOING DEVELOPMENTS

PUMA Trading System:
New Multi-Asset Trading Platform Performance and capacity improvements; cross-asset arbitrage promotion; sub-millisecond RTT latency State-of-the-art technology

Clearing Integration / New Risk Model (CORE)*

Capital efficiency: Cross market risk calculation methodology Cross market multilateral netting for settlement purposes

Data Centers
Scalability and reliability; co-location (additional space) Offering services for market participants and synergies to the BVMF ecosystem

OTC Platform
Modernization, improvement and expansion of the range of registration services (flexibility to meet specific demands) Offering to our customers a rationalized quality solution and thorough reporting tool

*Close-out Risk Evaluation

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Final Remarks
Focus on clients and operating excellence

Revenue Growth and Diversification

The increasing sophistication of the Brazilian capital markets creates significant product development and revenue diversification opportunities

Operating Efficiency

Greater focus on cost controls over the last two years has increased operating efficiency

Project Execution

Execution of the most important projects is on track. These are projects designed to support growth, modernize and increase market integrity and, ultimately, elevate the Brazilian capital markets to truly international market status.

Capital Return

Focus on shareholders return: combination of at least 80% payout of GAAP net income and buyback program

15

APPENDIX

16

Financial Statements
Income statement
Change 2Q12/2Q11 16% 16% 0% 25% 92% -23% 20% 2% 29% 764 bps 3% 5% 27% 698 bps -11% Change 2Q12/1Q12 8% 8% 0% 11% 13% -17% 7% 7% 10% 136 bps 3% 3% 9% 120 bps 2%

R$ millions Gross Revenues Net Revenues Expenses Operating Income Equity accounting Financial Income Income before Taxes Net Income* EBITDA EBITDA Margin Adjusted Net Income Adjusted earnings per share (in R$) Adjusted EBITDA Adjusted EBITDA Margin Adjusted Expenses
* Attributable to BM&FBOVESPAs Shareholders

2Q12 603.2 541.2 -166.1 375.0 43.4 54.7 472.1 300.1 403.8 75% 422.9 0.219100 411.9 76% -127.9

2Q11 521.3 467.6 -166.8 300.9 22.1 70.8 393.8 294.2 313.2 67% 409.2 0.208948 323.3 69% -143.7

1Q12 560.4 502.8 -166.2 336.7 37.5 65.5 439.7 280.4 368.3 73% 409.2 0.211962 376.7 75% -125.4

17

Balance Sheet Financial Statements

In R$ millions

Balance sheet (in R$ millions)

ASSETS Current assets

Cash and cash equivalents Financial investments Others

6/30/2012 2,793.3
34.3 2,533.3 225.7

12/31/2011

LIABILITIES AND SH. EQUITY

6/30/2012 1,613.8
1,155.8 457.9

12/31/2011 1,929.9
1,501.0 428.9

2,401.1 Current liabilities

64.6 2,128.7 Collateral for transactions Others

207.8 Non-current liabilities

2,498.5
1,106.1 1,338.5 53.8

2,402.5
1,138.7 1,204.6 59.2

Non-current assets Long-term receivables

Financial investments Others

20,593.9 1,247.0
1,090.8 156.1

21,188.8 1,767.4
1,589.1

Financing Deferred Inc. Tax and Social Contrib. Others

178.4 Shareholders' equity Capital

19,275.0
2,540.2 16,024.2 694.0

19,257.5
2,540.2 16,033.9 666.9

Investments Property and equipment Intangible assets TOTAL ASSETS

2,630.8 344.5 16,371.6 23,387.20

2,710.1 357.2

Capital reserve Others

16,354.1 Minority interest in subsidiaries 23,589.92 LIABILITIES AND SH. EQUITY

16.5 23,387.20

16.5 23,589.92

18

Reconciliation of GAAP to Adjusted Net Income Financial Statements 1Q12 Adjusted net income reconciliation

R$ millions

2Q12 300.1 8.2 134.8 (37.6) 17.5 422.9

2Q11 294.2 10.1 124.7 (19.9) 0.0 409.2

Change 2Q12/2Q11 1.8% -19.5% 8.1% 65.1% 0.0% 3.4%

1Q12 280.4 8.4 134.8 (27.8) 13.4 409.2

Change 2Q12/1Q12 6.8% -2.8% 0.0% 18.1% 0.0% 3.4%

Gaap net income* Stock options program Deferred tax liabilities Profit from investment in associate (equity method investment net of tax on dividends) Taxes paid overseas to be compensated Adjusted net income
* Attributable to BM&FBOVESPAs Shareholders

19

Financial Statements Reconciliation of Adjusted Operating Expenses

Adjusted OpEx reconciliation

R$ millions

2Q12 166.1 (24.0) (8.2) (4.7) (1.4) 127.9

2Q11 166.8 (10.1) (10.1) (2.2) (0.6) 143.7

Change 2Q12/2Q11 -0.4% 137.5% -19.5% 112.1% 138.8% -11.0%

1Q12 166.2 (21.9) (8.4) (9.8) (0.7) 125.4

Change 2Q12/1Q12 0.0% 9.5% -2.8% -51.4% 85.8% 2.0%

Total Expenses Depreciation Stock Options Programs Tax on dividends from CME Provisions Adjusted Expenses

20

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