BM&F BOVESPA PRESENTATION Mar 2009

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 BM&F Bovespa S.A. works in. The verbs anticipate, believe, estimate, expect, forecast, plan, predict, project, target and other similar verbs are intended to identify these forward-looking statements, which involve risks and uncertainties that could cause actual results to differ materially from those projected in this presentation and do not guarantee any future of BM&F Bovespa S.A. performance. The factors that might affect performance include, but are not limited to: (i) market acceptance of BM&F Bovespa SA services; (ii) volatility related to (a) the Brazilian economy and securities markets and (b) the highly-competitive industries that BM&F Bovespa S.A. operates in; (iii) changes in (a) domestic and foreign legislation and taxation and (b) government policies related to the financial and securities markets; (iv) increasing competition from new entrants to the Brazilian markets; (v) ability to keep up with rapid changes in technological environment, including the implementation of enhanced functionality demanded by BM&F Bovespa SA customers; (vi) ability to maintain an ongoing process for introducing competitive new products and services, while maintaining the competitiveness of existing ones; (vii) ability to attract new customers in domestic and foreign jurisdictions; (viii) ability to expand the offer of BM&F Bovespa S.A. products in foreign jurisdictions. All forward-looking statements in this presentation are based on information and data available as of the date they were made, and BM&F Bovespa SA undertakes no obligation to update them in light of new information or future development. This presentation does not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities where such offer or sale would be unlawful prior to registration or qualification under the securities law. No offering shall be made except by means of a prospectus meeting the requirements of the Brazilian Securities Commission CVM Instruction 400 of 2003, as amended.
2

FINANCIAL DATA

Financial Highlights 2008 Adjusted and 2007 Pro Forma

Net Revenues
434.2 360.8 12.2% 528.3 404.7
(R$ Millions)

Net Income (R$ Millions) Excludes non-recurring expenses

1,231.6 14% 204.3 165.2 232.9 19.5% 631.1

28.0% 962.4

3Q07

2Q08

3Q08

9M07

9M08

3Q07

2Q08

3Q08

9M07
(%)

9M08

Excludes goodwill amortization and non-recurring expenses

Adjusted Net Income

315.9 218.7

(R$ Millions)

EBITDA Margin
68.0% 68.1%

54.6%

764.9 44.8% 62.0%

68.1% 8.5 bp

204.3 528.3 6.1 bp 59.6%

3Q07

2Q08

3Q08

9M07

9M08

3Q07

2Q08

3Q08

9M07

9M08

Revenues Breakdown
Bovespa Segment
309.3 232.5 13.8% 264.6
(R$ millions)

BM&F Segment
8.3% 161.3 157.4 170.4

(R$ millions)

6.2% 577.4

844.4

631.1 19.5%

528.3

3Q07

2Q08

3Q08

9M07

9M08

3Q07

2Q08

3Q08

9M07

9M08

Other Revenues
31.2% 12.9 12.1 15.8

(R$ millions)

14.4% 35.8

40.9

3Q07

2Q08

3Q08

9M07

9M08

Pricing policy for BM&F and Bovespa segments - Schedule

Operating Expenses Breakdown

Total
145.6 146.7 137.2 -5.8%
(R$ millions)

Personnel
0.5% 414.2 416.4 57.9 -4.4% 57

(R$ millions)

2.4% 163.4

167.3

55.4

3Q07

2Q08

3Q08

9M07
(R$ millions)

9M08

3Q07

2Q08

3Q08

9M07

9M08

Data Processing

Third Party Services

114 12.1 -5.3% 10 11.5

(R$ millions)

41.6 36.5

10.6% 1.1% 36.8 103.1

5.7% 29

30.7

3Q07

2Q08

3Q08

9M07

9M08

3Q07

2Q08

3Q08

9M07

9M08

Main Impacts on the Income Taxes

R$ Millions

(1) Refers to the tax loss used to compensate the taxable income obtained in September 2008

Deferred Asset
R$ Millions

Goodwill Amortization Tax Loss carry forward - Bovespa Holding (3) Temporary Provisions Impact on 2008 earnings Others Total Deferred Tax Assets
(4) (2)

(1)

Event 202.8 33.5 17.1 253.4 10.6 264.0

Deferred Asset 68.9 11.4 5.8 86.2 3.6 89.8

(1) There will be additional deferred tax credits, to be registered considering the goodwill amortization for Bovespa Holding for the period of October and November/08, of R$ 27.9 million (2) Related to the 30% of the forecasted pre tax income of BVSP (former Bovespa Holding) for October and November/08 (3) Due to provisions created for employees compensation and third party expenditures (4) Credits generated during the fiscal year of 2007
9

Interest Income Breakdown

R$ Millions

NOTE: The loan obtained with Bradesco Bank was entirely paid in November 11th, 2008.

(1) Composed mainly of the remuneration of BM&FBOVESPAs total cash, including both proper and collaterals deposited in cash. (2) Payment of taxes regarding Interest on Capital received by BM&FBOVESPA from BOVESPA HOLDING (3) Payment of taxes regarding Interest on Capital received by BOVESPA HOLDING from BVSP and CBLC
10

Pro Forma Income Statements

11

Earnings per Share Calculation Pro Forma

3Q08 Total amount of shares (thousands) Earnings per share (R$) Adjusted earnings per share (R$) 2,038,073 0.116 0.155

9M08 2,038,073 0.310 0.375

Total amount of shares Fully Diluted (thousands) Earnings per share (R$) Adjusted earnings per share (R$)

2,044,014 0.115 0.154

2,044,014 0.309 0.374

12

Reconciliation of 9M08 Consolidated Adjusted Results

R$ Thousands

Reported 1,231,574 (559,298) 672,277 54.6% 696,007 56.5% (202,763) 222,993 14,922 707,428 (262,438) (86,177) (961) 530,206 43.1% 664.030 53.9%

Non Recur.

Adjusted
1,231,574

Net Revenues Operating Expenses Operating Result Operating Margin EBITDA EBITDA Margin Goodwill Amortization Financial Income, net Non-Operating Income Income Before Taxes Income Tax and Social Contribution Deferred Tax Credits Minority Interest Net Income Net Margin Adjusted Net Income by Goodwill Adjusted Net Margin by Goodwill

90,405 142,890 90,405 90,405 90,405 142,890 90,405

(416,408) 815,167 66.2% 838,897 68.1%

(202,763)

222,993 14,922 90,405 90,405 142,890 (24,162) (24,162) (42,007) (24,162) (24,162) 850,318 (304,445) (86,177) (961) 100,884 66,243 66,243 100,884 66,243 147,348 631,090 51.2% 764.914 62.1%
13

Expenses Pro Forma

Var%
BRL thousands

3Q07 57,895 36,456 8,580 12,111 3,580 3,538 923 1,151 9,216 2,513 9,609

2Q08 56,966 41,618 7,923 9,962 3,270 4,984 1,096 1,200 7,824 1,685 2,020 8,152

Var% 3Q08x3Q07

3Q08 55,364 36,843 8,030 11,470 2,972 4,287 1,200 928 5,324 (1,916) 1,267 11,389 137,158

3Q08x2Q08

Personnel Data Processing Depreciation & Amortization Third Party Services Maintenance Communication Leases Supplies Marketing Taxes Board Compensation Others Total

-2.8% -12.0% 1.3% 15.1% -9.1% -14.0% 9.5% -22.7% -32.0% -213.7% -37.3%
39.7%

-4.4% 1.1% -6.4% -5.3% -17.0% 21.2% 30.0% -19.4% -42.2% -176.2% 18.5%

145,572 146,700

-6.5%

-5.8%

14

Consolidated Corporate Earnings

R$ Thousands

1H08 826,899 457,243 55.3% 472,944 57.19% 155,037 10,842 542,017 3,329 (607) 329,236 39.8%

3Q08 404,675 215,033 53.1% 223,063 55.1% 67,956 4,080 165,411 82,848 (354) 200,970 49.7%

9M08 1,231,574 (559,298) 672,277 54.6% 696,007 56.5% (202,763) 222,993 14,922 707,428 (262,438) 86,177 (961) 530,206 43.1%
15

Net Revenues Operating Expenses Operating Result Operational Margin EBITDA EBITDA Margin Goodwill Amortization Financial Result Non Operating Result
Net Income Before Tax

(369,656) (189,642)

(81,105) (121,658)

Income Tax and Social Cont. Deferred Income and Soc Cont. Minority Interested Net Income Net Margin

(215,503)* (46,935)

The amount of deferred tax credits ,by the end of 1H08, was aggregated in the Income Taxes payable

Balance Sheet as of 09/30/2008

Liabilities and Stockholders Equity
(R$ Thousands)

Assets
Current

(R$ Thousands)

2,408,035 2,055,229 352,806 585,471 17,759,920 1,317,372 242,406 16,182,148 17,994 20,753,426

Current Cash Collateral Short Term Debt Others Long Term Liabilities Minority Interest Stockholders Equity Total Liabilities and Equity

1,110,351 573,722 148,240 388,389 95,923 15,272 19,531,880 20,753,426

Cash and Cash Equivalent Other Credits Long Term Assets Permanent Investments Fixed Intangible Deferred Total Assets

16

THE NEW COMPANY

17

Main Goals

To become an integrated exchange, offering a full range of services, one stop shop To offer innovative and multi asset class products and the state of the art in trading and clearing To be a global player and the hub for Latin America securities

18

Business Model By Revenues

Complete Array of Services
Cash Market Trading - shares, bonds and FX Derivatives Market Trading Clearing and Settlement Securities Lending Depository Custody Listing Market Data Indices Licensing Software Licensing

High Competitive Edge

19

Regulatory Environment

Regulation in Brazil demands that all trades carried in exchanges must be matched at the beneficial owner level Internalization of orders is not allowed Our clearing houses act as central counterparty agents and we have the risk management at the investor level with mark to market (margin variation calls) done on daily basis All trades must be carried through a brokerage house (clearing agent), which is responsible for their clients risk and know your client policies Current regulation requires settlement, clearing and depository services to be provided to third parties on a commercial basis

20

Risk calculation and Pledge of Collateral

Risk Calculation and Collateral Pledged Risk calculation in almost real time (calculated every 15 minutes), updating the registered transactions and the requirement of additional collateral whenever necessary. Risk calculation based on stress testing. When it comes to the Equities Clearinghouse (CBLC) and Derivatives Clearinghouses, risk calculation and collateral requirement are performed individually, according to each client or final beneficial owner. Collateral pledged in the Clearinghouses custody account, with segregation between the different clients. Legal Protection of Pledged Collateral Legal protection of the collateral held by clearinghouses against bankruptcy procedures and judicial blocking attempts by creditors

21

Risk Management - Collaterals

Date:March2nd,2009
R$ billions

Clearings

Deposited

Required
73.5 70.4 0.7 2.4 13.5 1.1 0.1 88.2 36.6
22

Derivatives 93.8 PublicBonds 85.9 LettersofCredit 2.6 Others* 5.3 CashEquities 22.7 FX 3.8 FixedIncome 1.4 121.7 TotalinBRL TotalinUSD 50.5

*Collateraldepositedinsharesofstocks,bankCDs,gold,cashandquotesoffunds

Settlement and Short Selling

Settlement directly with Central Bank of Brazil Even though the Clearinghouses are not banks, they have an exclusive settlement account in the Central Bank of Brazil to settle their transactions The direct settlement with the Central Bank of Brazil avoids the Clearinghouses exposure of credit risk offered by financial institutions. Short Selling When it comes to Equities Clearinghouse (CBLC), short selling occurs when an investor sells a security lent by another investor. The decision of lending shares is taken at the beneficiary owner level, who is entitled to the returns generated by the transaction. The borrowing of securities is centralized in the Clearinghouse, with collateral requirement higher than the security value (100%, plus amount equivalent to the security price variation risk) and daily mark to market. The Clearinghouse plays the role of the central counterparty, guaranteeing the return of borrowed securities.
23

Corporate Structure Evolution

Previous Structure

50%

100%

100%

100%

86%

Brazilian Commodities Exchange

BM&F USA

BVSP Ex-Bov.Holding
50% 50%

BM&F Settlement Bank

BVRJ

100%

BSM

CBLC

Current Structure

50%

100%

86%

100%

99%

Brazilian Commodities Exchange

BM&F BOVESPA USA

BVRJ

BM&F Settlement Bank

1 Quota

BSM

24

Corporate Restructuring
Simplified the corporate and governance structures, fulfilling the regulatory requirements New Accounting law (11,638/07) will bring the BRGAAP closer to the IFRS, which will be fully required for the financial statements of 2010 2008: The current corporate/accounting law requires the amortization of the goodwill for P&L purposes
BRL 202.8 million already recorded until Sep. 30th,2008 BRL 121.6 million to be recorded until the end of the year, being deductible R$ 41.2 million correspondent to December/08 TOTAL: BRL 324.4 million

2009 onwards: The company will adopt the IFRS standards

No goodwill amortization for P&L purposes Purchase Price Allocation of the Goodwill to be divided between: Market value of the assets ( Tangible / Intangibles ) non tax deductible Expectation of future earnings
25

Corporate Restructuring
With the incorporation of BVSP and CBLC in BM&FBovespa (General Meeting held on November 28th,2008)
Goodwill became tax deductible recognized in the corporate book in Dec,2008, and, starting from 2009, registration will occur in the tax report Intangibles annually impaired to Market value (2009)

Interest on Equity Capital

Equity basis has been increased after the integration, which raises the Interest on Equity potential value

26

Recent Acquisitions from comparable Exchanges

Source: Deloitte Touche Tohmatsu

27

Simulation - Goodwill Amortization according to IFRS

INCOME STATEMENT
CORPORATE (Base for dividend distribution) Description Revenues Expenses Amount 100 (40) Description Revenues Expenses Goodwill Amortization Pre Tax Income TAX (Base for tax calculation) Amount 100 (40) (50) 10

Pre Tax Income

60

Taxes

(3)

Taxes

(3)

NET PROFIT
Effective tax rate

57
6% Official tax rate 34%

The goodwill expense is not registered for corporate purposes Goodwill expense runs in the Tax Income Statement, and then goes to the corporate base Higher net profit, increasing dividend distribution
28

INTEGRATION

29

Synergy of Headcount

May/08 Full employees Outsourced Total 1,388 440 1,828

Jul/08 1,427 387 1,814

Nov/08 1,189 298 1,487

Layoffs

% -14.3% -32.3% -18.7%

199 142 341

341 already dismissed by 11/30/2008 19 will leave the company until 04/04/2009

30

Synergy of Processes
Software and hardware
Reduction of the data centers from 4 to 2, and deactivation of the former technology used for their connection (substituted by newer and cheaper) Mainframe turn off Renegotiation of contracts and suppliers Cancellation of maintenance contracts for routers and servers Cancellation of the maintenance contract with Euronext platform

Market communication and conferences sponsorships

Marketing programs optimization Mandatory publications reduction from 2 to 1 Integration and rationalization of the call centers Renegotiation of telephony contracts

Finance / Corporate
ERPs Auditing
31

Additional Synergies

Integration of trading platform one front end system Integration of post-trading approval from Central Bank Premises Others (traveling expenses, third party expenses, third party/other than IT, telecom and advisory) platform requires the

32

Alternative for Trading Platforms Integration

TRADING SCREEN
Order registration

FRONT END SOLUTION FIX Connectivity

Order routed through the three matching engines

MegaBolsa

GTS/WTR

Sisbex

33

Trading, Registration & Clearing Model

Derivatives
Open outcry Electronic trading OTC registration

FX Cash Market
Open outcry Electronic trading OTC registration

Stocks and Corporate Bonds

Electronic Trading OTC Registration

Government Bonds
Electronic trading OTC registration

Derivatives Clearinghouse

FX Clearinghouse

CBLC

Securities Clearinghouse

34

PRODUCT DEVELOPMENT

35

CME Order Routing Agreement and DMA Timeline

SECOND PHASE FIRST PHASE
traditional DMA Globex
GTS CME Order Routing agreement implementation (Order flow)

THIRD PHASE
DMA via direct connection Q109 Globex GTS

Aug 29th

Sep 30th 3Q08

Oct

Nov 4Q08

Dec

2009

The Trading of Brazilian Indices futures by on shore US Investors has not been allowed by CFTC

DMA via a provider

Co-location
1H09

FOURTH PHASE
For both Cash and Derivatives Markets
36

DMA Development
USER DISTRIBUTION INTERMEDIARY (CM/BROKER) BM&F

GTS / GL-Trade

Open Outcry

Traditional DMA FIX

NETWORK

FIX

NETWORK
Interface MMTP GTS Center of Negotiation System Logical link

Direct Connection DMA FIX

Network exponential benefit

FIX International DMA Provider FIX Gateway New GTS Center

New center: Strategic independence New projects Speed / Memory processing Licensing cost Capacity X linear CAPEX

World biggest net of distribution of derivatives

GLOBEX CME GLOBEX Logical link

37

Other Initiatives
Bovespa Segment
ETFs Two new indices (Consumption and Real Estate)

BM&F Segment
Implementation of Treasury Direct (Tesouro Direto) Government Bonds through DMA Options with daily adjustment (cross margining) Non-Standardized Derivatives platform mark to market and risk measurement BRL/EUR future contracts with market makers

38

2008 IT developments and implementations

07/08 - GTS (communication interface via the FIX Protocol)

BM&F Segment

05/19 - New GTS (end of the process of migration)

09/30 - Order Routing System with CME (implementation) 08/29 - Trading via DMA

12/03 - Order Routing via DMA Provider (authorization) 12/13 - GTS > Globex (first mock trading session to test the order routing system)

07/14 - U.S. Dollar on GTS

1Q08

2Q08

3Q08

4Q08

Bovespa Segment

06/05 Mega Bolsa (new version 837 and expansion of Processing Capacity to 770,000 trades per day) 06/10 Enhancements in Automated Connections

12/06 Mega Bolsa Trading Station (conclusion of the migration)

39

Main Capex Projects

2009 Total Budget R$ 116 MM R$ 26.5 MM -> construction of the Contingency Site R$ 18.5 MM -> Megabolsa upgrade and capacity increase R$ 11.3 MM -> New Sinacor (ERPs for Brokerage houses) R$ 7.8 MM -> Information System shared with other market participants R$ 6 MM -> Alternative for Broker X Exchange connection R$ 5 MM -> Development of a Software house Other R$ 40.5 MM - Technological infrastructure
- Software development infrastructure - Others
40

OPERATIONAL DATA

41

Macroeconomic Expectations
Brazilian CPI
(%)

GDP Annual Growth (%)

Public Sector Net Debt to GDP Ratio

(%)

Net Foreign Direct Investments

(USD Billions)

Source: Central Bank Focus survey

42

BM&F SEGMENT

43

Overall ADTV BM&F segment

Overall ADTV
-19.9% 1,543

(Thousands)

1,562

1,548

-15.1%

1,315 1,237

4Q07

3Q08

4Q08

2M08

2M09

44

ADTV of Major Derivatives Contracts BM&F segment

Interest Rates in BRL
780 -27.8% 716 563
(Thousands)

FX Rates
527

(Thousands)

796

10.7% 711

570 - 17.6% 434 506

-25.9%

375

4Q07 3Q08 4Q08

2M08 2M09

4Q07 3Q08 4Q08

2M08
(Thousands)

2M09

Agro (Thousands)
0.0% 13 17 13 110 -31.4% 13 9

Indices
-25.4% 87

98 83

-29.5% 69

4Q07 3Q08 4Q08

2M08

2M09

4Q07 3Q08 4Q08

2M08

2M09

45

Rate per Contract BM&F

R$

4Q07 1.079 1.832 1.999 3.641 2.374 0.104 1.406

3Q08 1.268 2.057 2.157 3.814 2.587 0.160 1.598

4Q08 1.164 2.699 1.805 3.126 2.443 0.173 1.792

Interest Rates in BRL FX Rates Indices Commodities OTC Web Trading Total Total

* Includes trading fess, clearing fees, clearing fees at maturity and permanence fees On August 25, 2008, the discount policy applied to investors that held at least 10.000 stocks BMEF3 was terminated.

46

RPC Evolution

47

Volumes Slowdown was partially offset by the RPC Increase BM&F segment

Overall ADTV

(Thousands)

Overall RPC

(R$)

1.792 1,562 -19.9% 1,543 1,237 1.406 + 27.4% 1.598

4Q07

3Q08

4Q08

4Q07

3Q08

4Q08

* Includes Trading Fees, Clearing Fees, Permanence Fees and Clearing Fees at the Maturity

48

1.01

Jul-06 Aug-06 Sep-06 Oct-06 1.45 Nov-06 1.32 Dec-06 1.48 Jan-07 1.76 Feb-07 1.61 Mar-07 Apr-07 May-07 Jun-07 1.83 Jul-07 Aug-07 1.61 Sep-07 Oct-07 1.48 Nov-07 Dec-07 Jan-08 Feb-08 Mar-08 1.94 Apr-08 May-08 Jun-08 Jul-08 1.37 Aug-08 Sep-08 1.45 Oct-08 Nov-08 Dec-08 Jan-09 Feb-09 49 1.36 1.26 1.11 1.10 1.61 1.69 1.66 1.67 1.45 1.36 1.80 1.95 In Millions of Contracts 1.27 1.23 1.13 1.89 1.89 1.66 2.13 2.17

Overall ADTV Evolution

Overall Open Interest Evolution

In millions of contracts

50

BM&F Segment Investor Breakdown

51

Participation of DMA in total ADTV BM&F Segment

Number of contracts

52

Breakdown of ADTV through DMA by commodities - BM&F Segment

Number of contracts

53

BOVESPA SEGMENT

54

Trading Activity Bovespa segment

Average Daily Trading Value
(R$ Billions)

Average Daily Number of Trades

(Thousands)

6.1 5.3 4,3 12.3%

6.1 -37.0% 3.8 198.9

295.0 245.6 206.1 48,3%

273.1

32.6%

-34.7%

4Q07

3Q08

4Q08

2M08

2M09

4Q07

3Q08

4Q08

2M08

2M09

Annualized Turnover* 74,6% 63.0% 62.1% 11.6 p.p. 0.8 p.p 60.3% 61.1% 62,9

Average IBOVESPA (Thousands) 61.0 34.7% 39.8

55,3 37,3 -40.7%

4Q07

3Q08

4Q08

2M08

2M09

4Q07

3Q08

4Q08

2M08

2M09
55

* Relation with the trading value of the cash market and the market cap of the exchange

ADTV Evolution R$ billions

56

TRADES PER DAY

57

Bovespa Segment Investor Breakdown

58

Market Data and Number of Investors Accounts Bovespa segment

Market Data
Home Broker Number of Clients (thousands) 296.0 244.7 7.3% 262.5 59.7 Vendors Number of Users (thousands) 108.9 56% 93.1

4Q07

3Q08

4Q08

3Q07

2Q08

3Q08

Number of Investors Accounts

550.5 477.9 16.9% 558.6

(thousands) 556.4

13.3% 491.2

3Q07

3Q08

4Q08

Feb 08

Feb 09

59

Custody investor accounts evolution

60

Listing and Securities LendingBovespa segment

Number of Issuers
712 724 717

449

443

439 281

Companies listed on Stock Exchange Market Investment Funds and organized OTC issuers

263

278

Total

4Q07

3Q08

4Q08
Securities Lending Open Interest - (R$ billions)

23.7 11.9

-70.9% 6.9

23.1 -61.1% 9.1

4Q07

3Q08

4Q08

Feb08

Feb09
61

Revenue Margin* by Asset Class - Bovespa

2Q08 Margin
Basis Points Basis Points

3Q08 Margin

14.478

13.673

6.050

6.666

6.006

6.510

Cash

Derivatives

Total

Cash

Derivatives

Total

* Trading, clearing and settlement fees divide by traded value

62

Special Listing Segments Evolution

36.6% of total listed companies 57.5% of total market capitalization 68.8% of total traded value

159

92 44 2 19 2001 24 2002 2 3 31 2003 Level 1 7 3 33 2004 7 18 10 37 2005 Level 2 14 36 2006 20 44 2007

99

99

18 43 2008

18 42 Feb/09

Novo Mercado

63

Turnover velocity (last 12 month basis)

64

Home Broker Evolution

65

Bovespas Market Share

66

BM&F Bovespa Investor Relations Site: www.bmfbovespa.com.br Phone numbers: 55 11 3119 2007 / 3729 / 3728 E-mail: ri@bmfbovespa.com.br

67