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BM&FBOVESPA Analyst Day

So Paulo, SP

OCT/2015

Confidential

Internal Use

1
Public

Disclaimer
Esta apresentao pode conter certas declaraes que expressam expectativas, crenas e previses da
administrao sobre eventos ou resultados futuros. Tais declaraes no so dados histricos, estando baseadas
em dados competitivos, financeiros e econmicos disponveis no momento e em projees atuais acerca da
indstria na qual a BM&FBOVESPA se insere.
Os verbos antecipar, acreditar, estimar, esperar, prever, planejar, projetar, almejar e outros verbos
similares tm a inteno de identificar estas declaraes, as quais envolvem riscos e incertezas que podem resultar
em diferenas materiais entre os dados atuais e as projees desta apresentao e no garantem qualquer
desempenho futuro da BM&FBOVESPA.
Os fatores que podem afetar o desempenho incluem, mas no esto limitados a: (i) aceitao pelo mercado dos
servios prestado pela BM&FBOVESPA; (ii) volatilidade relacionada (a) economia e ao mercado de valores
mobilirios brasileiros e (b) indstria altamente competitiva na qual a BM&FBOVESPA opera; (iii) alteraes (a) na
legislao e tributao nacional e estrangeira e (b) nas polticas governamentais relacionadas aos mercados
financeiros e de valores mobilirios; (iv) crescimento da competio, com novos participantes nos mercados
brasileiros; (v) habilidade em adaptar-se s rpidas mudanas no ambiente tecnolgico, incluindo a implementao
de funcionalidades otimizadas requeridas pelos clientes da BM&FBOVESPA; (vi) habilidade em manter um processo
contnuo de introduo de competitivos novos produtos e servios enquanto mantm a competitividade dos j
existentes; (vii) habilidade em atrair novos clientes nas jurisdies nacional e estrangeira; (viii) habilidade em
expandir a oferta de produtos da BM&FBOVESPA em jurisdies estrangeiras.

Todas as declaraes nesta apresentao so baseadas em informaes e dados disponveis na data em que foram
feitas, a BM&FBOVESPA no se obriga a atualiz-las com base em novas informaes ou desenvolvimentos futuros.
Esta apresentao no se constitui em uma oferta de venda nem em uma solicitao de compra de qualquer valor
mobilirio; tampouco deve haver qualquer venda de valor mobilirio onde tal oferta ou venda pudesse ser ilegal
antes de registro ou qualificao de acordo com lei de valores mobilirios. Nenhuma oferta deve ser feita exceo
de um prospecto que atenda os requisitos da Instruo CVM 400 de 2003 e suas alteraes.

Programao
09:30 - 09:45 Overview: Edemir Pinto and Daniel Sonder
09:45 - 10:10 Excellence in IT, Operations and Risk: Ccero Vieira and Luis Furtado
10:10 - 10:25 Products and Markets Development: Eduardo Guardia
10:25 - 10:35 Profitability and Financial Robustness: Daniel Sonder
10:35 - 10:50 Other Relevant Matters for BM&FBOVESPA
10:50 - 11:30 Q&A
11:45 - 12:15 Breakout Groups: BM&FBOVESPA Clearinghouse and CORE

12:15 - 12:45 Breakout Groups: Products and Markets Development


3

Programao
09:30 - 09:45 Overview: Edemir Pinto and Daniel Sonder
09:45 - 10:10 Excellence in IT, Operations and Risk: Ccero Vieira and Luis Furtado
10:10 - 10:25 Products and Markets Development: Eduardo Guardia
10:25 - 10:35 Profitability and Financial Robustness: Daniel Sonder
10:35 - 10:50 Other Relevant Matters for BM&FBOVESPA
10:50 - 11:30 Q&A
11:45 - 12:15 Breakout Groups: BM&FBOVESPA Clearinghouse and CORE

12:15 - 12:45 Breakout Groups: Products and Markets Development


4

Programao
09:30 - 09:45 Overview: Edemir Pinto and Daniel Sonder
09:45 - 10:10 Excellence in IT, Operations and Risk: Ccero Vieira and Luis Furtado
10:10 - 10:25 Products and Markets Development: Eduardo Guardia
10:25 - 10:35 Profitability and Financial Robustness: Daniel Sonder
10:35 - 10:50 Other Relevant Matters for BM&FBOVESPA
10:50 - 11:30 Q&A
11:45 - 12:15 Breakout Groups: BM&FBOVESPA Clearinghouse and CORE

12:15 - 12:45 Breakout Groups: Products and Markets Development


5

Agenda

Excellence in IT,
Operations and Risk

Profitability and
Financial
Robustness

Products and
Markets
Development

Excellence in IT, Operations and Risk

Excellence in
IT, Operations
and Risk

Trading
System/
PUMA

Post-Trade
(derivatives
clearinghouse
V1)

Post-Trade
(equities
clearinghouse
V2)

PUMA Trading System - Performance


Enabling the increase of trades

Successive records broken in recent years, without delays or


availability failure
Development of the number of messages/days (in millions)

Source: BM&FBOVESPA.

PUMA Trading System Innovation and Stability


Constant development of the trading environment

Resilience and added value for the business


Stability and resilience
Redundant and scalable architecture
Disciplined environment management

25 mock tests held on Saturdays in 2014/2015


Mature process of development, tests and certification

Continuous development, with the addition of functionalities


Volatility bands for the BM&F markets
Market maker protection
Conflated market data feed
Performance improvements (RTT reduced by approximately 260 ms)
New indices platform

New trading screen for equities (e-PUMA)


Programmed options exercise

Integration of the Clearinghouses Derivatives


Capital efficiency generated by CORE

R$20 billion reduction in the total margin requirements benefitted


different types of participants and investors
50 biggest reductions to margin
requirements (accumulated %)

50 biggest reductions per type of customer


(% of the total)

100%
90%
80%
70%
60%
50%
40%
30%
20%
10%
0%
1

13

17

21

25

Source: BM&FBOVESPA. CloseOut Risk Evaluation

29

33

37

41

45

49

10

Integration of the Clearinghouses Derivatives (cont.)


Capital efficiency generated by CORE

The customers benefitting from the 50 biggest reductions to margin


represent ~45% of total ADV, being relatively active in the option and
swaps markets
Customers benefitting from the 50 biggest reductions to margin

Source: BM&FBOVESPA.

11

Integration of the Clearinghouses Derivatives (cont.)


Capital efficiency generated by CORE

Examples of benefitted trades


Theoretical Portfolios

Futures versus Options

Old Margin CORE Margin Reduction


(R$)
(R$)
( %)

Position 1

Position 2

Buy US Dol. Fut. Jan/16

Sell US Dol. Call Jan/16

-73,084.6

-39,857.9

-45.5%

Buy Ibov Fut. Dec/15

Sell Ibov Call Dec/15

-21,379.0

-15,045.8

-29.6%

Buy Coffee Fut. Dec/15

Sell Coffee Call Dec/15

-11,844.7

-8,015.4

-32.3%

Buy US Dol. Fut. Jan/16

Sell DI x DOL Swap

-78,628.1

-58,556.2

-25.5%

Buy DI1 Fut. Jan/16

Sell DI x PRE Swap

-692.0

-482.1

-30.3%

Buy US Dol. Call Dec/15

Sell Dol Call Jan/16

-39,318.2

-3,890.1

-90.1%

Buy IDI Call Jan/16

Sell IDI Call Dec/15

-345.6

-23.0

-93.4%

Buy DI x DOL Swap Dec/15

Sell DI x US DOL Swap Jan/16

-12,693.4

-335.6

-97.4%

Buy DI x IPCA Swap 6 month

Sell DI x IPCA Swap 1 year

-929.9

-334.0

-64.1%

Sell DI Fut. Jan/21

Deposit 5-year LTN 5 as collateral

NA

NA

-16%

Sell Ibov Fut. Dec/15

Deposit BOVA11 ETF as collateral

NA

NA

-21%

Futures versus Swaps

Calendar Spreads with


Options

Curve Trades with


Swaps

Collateral Optimization

Considers a contract in Position 1 and the equivalent hedge or collateral of Position 2.

12

Integration of the Clearinghouses Derivatives (cont.)


Capital efficiency generated by CORE

Making the market more efficient

The margin currently required from the 50 customers that most benefit from CORE is greater
than that required before its implementation (exchange rate increase, more open interest,
stress scenario changes etc.)
In the absence of CORE it is estimated that the margin required of these 50 customers would
be R$80 billion instead of R$60 billion, making their transactions at BM&FBOVESPA more
expensive

Development of margin requirement (R$ billions)


90
80
70
60

Implementation
of CORE

Simulation
of margin
required in
the old risk
system

50

40
30

Source: BM&FBOVESPA.

13

Integration of the Clearinghouses Equities


Development for implementation in the equities market (BOVESPA Seg.)

The CORE methodology has been adapted for the equities market
(cash, forward, options and securities lending)

14

Integration of the Clearinghouses Equities (cont.)


Capital efficiency to be generated by CORE

Theoretical example of efficiency generated by a securities lending


operation (BTC)
Borrowed position of R$1.0 million of security XYZ1

Deposit of R$1.0 million of security XYZ2 as collateral


XYZ1 and XYZ2 perfectly correlated
Margin interval of +/-20% for the two securities
Quantities of XYZ1 and XYZ2 below the liquidity limits of CORE

Market (R$)

Calculated by the old Risk


System (R$)

Calculated by CORE
(R$)

Value of the borrower position


at BTC

(1,000,000)

(1,200,000)

(1,200,000)

Value of the security deposited


as collateral

1,000,000

800,000

1,200,000

Additional margin requirement

(400,000)

15

Integration of the Clearinghouses - Equities (cont.)


Capital efficiency to be generated by CORE

BTC practical example


Borrowed Position at BTC (R$)

Securities Deposited as Collateral (R$)

PETR4

100,000

PETR3

100,000

BBSE3

100,000

LREN3

100,000

ABEV3

100,000

BRFS3

100,000

JBSS3

100,000

EMBR3

100,000

KROT3

100,000

VIVT4

100,000

VALE5

100,000

VALE3

100,000

BBDC4

100,000

ITUB4

100,000

CIEL3

100,000

BBAS3

100,000

ITSA4

100,000

BBDC3

100,000

BVMF3

100,000

UGPA4

100,000

1,000,000

1,000,000

16

Integration of the Clearinghouses Equities (cont.)


Capital efficiency to be generated by CORE

BTC practical example (cont.)


Closeout strategy: Buy short position and sell collateral on T+2
Stress scenarios used
13 years of historical simulations (2002 to 2015)
Monte Carlo simulations through factor modeling
Prospective scenarios (ad hoc) for systemically relevant risk factors
Market (R$)

Calculation by the Old


Risk System (R$)

Calculation by
CORE (R$)

Value of the borrower position at


BTC

(1,000,000)

(1,216,000)

(944,000)

Value of the security deposited as


collateral

1,000,000

802,000

857,000

(414,000)

(87,000)

Additional margin requirement

Reduction of margin to 327,000 (= 414,000 87,000), reduction of 79% in


relation to the previous risk model, or of 32.7% in relation to the value of
the borrower position
17

Integration of the Clearinghouses - Equities (cont.)


Capital efficiency to be generated by CORE

Optimization of margin as a result of CORE in the BOVESPA segment,


examples:

Borrower/lender positions at BTC


Exclusively
considering BOVESPA
segment contracts

Long/short positions in equity forwards


Long/short positions in equity options
Equity portfolios deposited as collateral

Long/short positions in Ibovespa and IBRX futures


Long/short positions in equity index flexible options and swaps (OTC)
Also considering
BM&F segment
contracts

Deep-in-the-money positions in contracts in the BM&F and BOVESPA segments,


independently of the risk factors
Effect of portfolio diversification: low probability of the risk factors of large and
diversified accounts simultaneously suffering the worst possible movements foreseen in
the margin intervals. Probability reflected in the historical, statistical and prospective
scenarios used by CORE

18

Integration of the Clearinghouses - Equities (cont.)


Acceptance of collateral abroad

Distinct rules for the equity and derivatives markets


At present there is a distinct treatment for the deposit of collateral abroad in the equity and
derivatives markets

Equities
Clearinghouse

Any type of investor participant in the Clearinghouse


ADRs of Brazilian companies, US Treasuries, German Treasuries
Approximately R$6 billion deposited

BM&FBOVESPA
Clearinghouse
(former
Derivatives
Clearinghouse)

Exclusively nonresident investors trading agricultural contracts pursuant to the


provisions of Resolution 2687
US Dollars and US Treasuries
Approximately R$110 million

The need to review the rule for the acceptance of collateral abroad, as risk calculation will be integrated
with just one margin requirement and one margin call

19

Integration of the Clearinghouses - Equities (cont.)


Acceptance of collateral abroad

Deposit of collateral by nonresident investors for financial derivatives


Nonresident investors represented around 40% of the ADV at BM&F Seg. between January and
September 2015
In 2011 the use of bank guarantees was prohibited to nonresident investors
Trades by nonresident investors with financial derivatives on BM&FBOVESPA require the deposit of
collateral in Brazilian Reals, which involves:
a) Approval of credit limits for the acquisition of Brazilian federal government bonds
b) Sale of US Dollars or other currencies and the purchase of Brazilian Reals
c) Acquisition of federal government bonds
d) Currency hedging for securities denominated in Brazilian Reals
e) Management of the securities in accounts and of the hedge (expirations, dividends, rollovers, tax,
remittances etc.)
f) Convertibility risk exposure
g) Withholding income tax at source in the case of an investor based in a tax haven
The need to deposit collateral in Brazilian Reals makes difficult and limits the leverage of foreign
investors in the financial derivatives markets of BM&FBOVESPA

20

Integration of the Clearinghouses - Equities (cont.)


Acceptance of collateral abroad

The worlds main clearinghouses accept international currencies and


sovereign bonds of other countries as collateral
CURRENCIES

CLEARINGHOUSE

SOVEREIGN BONDS

CME

Danish Krone, Norwegian Krone, Swedish Krona,


Australian Dollar, Canadian Dollar, New Zealand Dollar,
Hong Kong Dollar, Singapore Dollar, Euro, Swiss Franc,
Yen, Pound Sterling

Germany, Canada, France, Japan, UK, Sweden

DTCC

Canadian Dollar

Canada

ICE Clear US

Canadian Dollar, Swedish krona, Norwegian Krone, Czech


Koruna, Australian Dollar, New Zealand Dollar, Euro,
Swiss Franc, Yen, Pound Sterling, South African Rand

ICE Clear
Europe

US Dollar, Euro, Pound Sterling

Germany, Austria, Belgium, Canada, Spain, US, Finland, France,


Holland, Italy, Japan, Sweden, Switzerland

Eurex

US Dollar, Swiss Franc, Pound Sterling

Australia, Canada, Denmark, US, Ireland, Italy, Japan, Norway,


UK, Sweden, Switzerland

ASX

US Dollar, New Zealand Dollar, Euro, Yen, Pound Sterling

US

SGX

US Dollar, Euro, Yen, Hong Kong Renminbi

Germany, US, France, Japan

HKX

US Dollar, Hong Kong Dollar, Euro, Yen, Yuan

US

21

Integration of the Clearinghouses - Equities (cont.)


Acceptance of collateral abroad

Standardization of rules with maintenance of security and stability


It is important for the competitiveness of the local markets and their clearinghouses that the nonresident investors that are active in Brazil can have greater flexibility for the collateralization of their
trades, observing the following conditions sine qua non:
Greater flexibility cannot create challenges for the governments monetary policy
Greater flexibility cannot bring risks to the stability of clearing systems
Legal memoranda showed to BACEN suggests there is equivalent legal security to that offered in Brazil
for the constitution, maintenance and execution of collateral deposited abroad by investors :
Of determined jurisdictions of origin (US, UK and France)
Of determined types, by jurisdiction
With regard to monetary policy and increasing of FX volatility:
BM&FBOVESPA proposes to BACEN the creation of a limit that establishes a minimum margin
requirement linked to currency derivatives that should be covered by additional local securities

22

Integration of the Clearinghouses Derivatives (Performance)


Gains in efficiency, resilience and capacity expansion
Development of trade numbers and records (in thousands)

In one year...

Development of risk simulator use (in thousands)

10 trading records broken


+72MM risk calculations
+1.8MM risk simulations
+61MM trades captured
+126MM allocations

99.9% availability

Source: BM&FBOVESPA.

23

Integration of the Clearinghouses - Equities (Project)


Challenges for implementation of the equities phase

Complexity of the equities phase...


The V1 phase is contained in V2, meaning that it encompasses:

Listed and OTC derivatives (V1)


Equities, BDRs, listed funds, ETFs, equity derivatives (options and forwards) and corporate fixed income
Securities lending (BTC)
Settlement on delivery (integration with the Central Securities Depository) and treatment of failure cycle
Corporate actions, gross settlement (IPOs, OPAs and follow-ons)
Development of CORE risk modeling: more instruments, more scenarios and more prices
New non-functional requirements: 10 million trades/day

Project for the Integration of the Clearinghouses Derivatives Phase (V1) vs Equities Phase (V2)

Source: BM&FBOVESPA.

24

Integration of the Clearinghouses - Equities (Project)


Timetable for implementation of the equities phase

Plan for the development, tests and implementation of the


equities phase of the BM&FBOVESPA Clearinghouse
2014
Start
Oct/14

4Q

2015
1Q

2Q

3Q

2016
4Q

1Q

2Q

3Qi

End

DEVELOPMENT AND TESTS

Oct/16

INTEGRATED TESTS

CERTIFICATION
Derivatives
Parallel production cycles
(internal)

BACEN

Start of integrated End of Construction Start of


UAT
10/30
certification
10/01t

12/01

Start of Expected End


parallel
of BACEN
production Approval
03/01r
Process
June

TESTS AND DEVELOPMENT


Model Definitions
Requirements
Developments
Internal Tests

CERTIFICATION
Connectivity
Registrations
Settlement
Risk & Collateral

Expected
BACEN
Approval

Expectation of
implementation V2
(depending on test
results and approval by
the regulator)

August

25

Products and Markets Development

Products and
Markets
Development

Increase
liquidity

New products
(local and
international)

Enhance
prices and
incentives

OTC market

26

Products and Markets Development


Increasing the liquidity of existing products

Commercial and operating levers for speeding up and maximizing


volumes and generation of revenues
The MM performs a significant role in the development
of the product and BM&FBOVESPA offers benefits to
attract these MMs
Market Maker
(MM)

Marketing

Requests to
Regulator

Stimuli boost the development of the product (discount


by volume; investor profile; characteristics of the
product, such as liquid and illiquid tenors...)
Prices,
incentives and
awards

Operating
improvements

Minor changes to operating questions may be important


leverage for stimulating liquidity

Requests to and discussions with the regulator about


matters that might remove obstacles or stimulate the
development of products and markets
Disseminating information regarding the characteristics
and use of the products, via two fronts: commercials and
educational campaigns
27

Products and Markets Development (cont.)


Increasing the liquidity of existing products

The use of levers has helped raise the revenue of these products
from R$45 million in 2013 to R$95 million between Jul/14 Jun/15
Tesouro Direto (open interest in R$ billion)
Incentive programs for brokerage houses
Marketing and education
Operating changes (partnership with STN)

Selic Futures OC1 (outstanding contracts in millions)


Price incentives for investors
Marketing Regulatory requests
Requests to regulator

Equity options with MM (ADTV in R$ millions)


Price incentives for MMs
Targeting potential new MMs
Requests to regulator

Source: BM&FBOVESPA. Updated to September 2015.

28

Products and Markets Development (cont.)


Increasing the liquidity of existing products

Attracting new MMs through the marketing of products and markets,


the adoption of price incentives and the greater flexibility of programs
MM programs sponsored by BM&FBOVESPA
Products
(number of programs)

2015
Active

Announced but not


started

Options on equities
and indices

19

10

Financial and
commodity
derivatives

Total

Start of activities foreseen for the coming months. Pipeline subject to change.

Prospects of new
annoucements

Total

29
12-18

22-28
51-57
29

Products and Markets Development (cont.)


Increasing the liquidity of existing products

Securities lending as a stimulus for liquidity


International investors (amount with the depositary in R$ billion)

Investors without restrictions:

Investors with restrictions:

Hedge Funds, Treasuries, Sovereign Funds, Endowments

Mutual/Pension Funds (USA - ERISA and 1940 Act);


UCITS Funds (EUR - ESMA)

Initiatives:

Initiatives:

Roadshows e Webinars

Hiring an international law office

Interaction with ISLA and RMA

Access to the regulators - SEC and ESMA

Due Diligence with Agent Lenders

Position at the end of June /15

30

Products and Markets Development (cont.)


Increasing the liquidity of existing products

Securities lending as a stimulus for liquidity


Local institutional investors (amount with the depositary in R$ billion)

Investors without restrictions:

Investors with restrictions:

Investment funds

Pension Funds (internal restrictions), Insurers and open


pension funds

Initiatives:

Initiatives:

Coverage activity of asset managers

Operating improvements (intraday market data and


trading screen)
Request to regulators: CVM, Susep and Previc

Position at the end of Jun/15

31

Products and Markets Development (cont.)


Increase the family of products that complement each other

Development of families of products increases the possibilities for the


composition of investors portfolios and has a positive impact on the liquidity of
products
Inflation Family

ETF FI

IPCA
Options

DI1 to 4
Options

IDI
Options

Govt Bonds

NTN-B
Futures

OTC
Derivatives

FRA

DI1

DAP

Currency swap

DOL
Options

Spot Dollar

DOL

EUR
Futures

EUR
Option

JPY
Futures

JPY
Option

GBP
Futures

GBP
Option

OC1
FI index
futures

DI x IPCA
Swap

DI x Pr
Swap

DOL Rollover
ITC
Option

Benefits of CORE (Integrated Risk)


Principal contract

Adjacent
contract

Mini
DOL

Mini
Rollover

Contracts to be
assessed

Inflation coupon Futures Contracts; Forward Rate Agreement on coupon ; One-day repos (Selic futures)

32

Products and Markets Development (cont.)


Diversification of the portfolio of products listed on the equity and derivatives

The increase and diversify of the revenue with still


unexplored indices, through the listing of new ETFs
and derivative contracts
From index creation to product listing
Conception

Development of the index: discussions with


the market, methodology, criteria...

Developments
Launch of 5 indices
Enhanced Value
Low Vol
Momentum

Launch

Commercial

Derivatives
contracts

Presentation and publication


of the indices to the market
and potential clients
(managers)
Licensing: open
and closed funds,
ETFs, COEs,
structured
notes...
Listing of futures
and options

Quality
Inverse Risk Weighted

Development of fixed income


indices
Advantages and differentials
Creation of indices with global
standard methodology the same
methodologies as globally
established indices

33

Products and Markets Development (cont.)


In search of business opportunities

Financial integration of Latin America is a process that is already in course that can
create new opportunities for BM&FBOVESPA in the medium and long term

Strategy

1. Acquisition of minority stakes in the main


exchanges in the region through a disciplined
investment process
2. Participate on the Board of these exchanges to
speed along the joint process of the
Development of Products and Markets, and
making the relationship with the regulators
closer
3. Explore the potential for attracting issuers and
investors, the launch of depositary receipts and
the cross listing of products

Recent developments

1. Acquisition of 8.3% of the Santiago Stock


Exchange (Chile)
Investment value: R$43.6 million
Help in the creation of a market for listed
derivatives

2. Discussions underway with the main exchanges


in the region

34

Products and Markets Development (cont.)


iBalco: expansion of complementary business to the core business

Intrinsic advantages (synergy with the listed, differentiation of product / service)


and simplicity of price policy
Available Products

Banks raising
capital and other
fixed income
products

OTC derivatives

Recent Initiatives

CDB

CRA

CRI

LCI

CPR

CCI

LCA

CDCA

COE

LF

CDAWA

Active commercial effort


Simple and effective pricing
Expansion of functionalities and other
markets (brokerage houses)
New products
COE with physical delivery

Active commercial effort

NDF c/CCP

NDF

Swap c/CCP

Swap

Op.Flex FX,
Indices, ETFs
w/CCP

OF FXs

New platform & improvements to


functionalities

OF
Indices

Challenge: New Products

Retention of market with CCP

35

Products and Markets Development (cont.)


Creation of value and stimulus for the development of products and markets

Enhancement of Price and Incentives Policies


OTC derivatives
fee structure

Readjustment of
Issuers annual fee

Rebalancing
Trading/post-trade

Prices p/ volume
Tiers in Derivatives

2008
Charge (BPs) on
amount in
depository
Price policy for
Mkt Data

2009

2010

2011

Transfers fee
structure at CSD

Equities Market
Fee Structure

2012
Organizational
Structure for Fee
Structure

2013

2014

2015

Fee Structure of
OTC Products

Fee structure of
interest rate
derivatives
Review of prices and
incentives: BTC, DMA,
Market Data, Issuers and
Depository
36

Profitability and Financial Solidity

Balance Sheet
Management

Profitability and
Financial
Solidity

OPEX &
CAPEX

Allocation of
Income

37

Balance Sheet Management


Benefits of the partnership and partial divestment of CME Group shares
Strategic partnership with CME Group
Start of Broadening to global
partnership preferred strategic
(BM&F)
partnership

2007

2008

2010

Order
Routing

2011

PUMA
(Corp. bonds)

Cross
listing

2012

PUMA
(Derivatives)

2013

2014

2015

Divestment of CME Group shares


Operation: divestment of 20% of the stake in CME
Group (equivalent of 1% of the shares, or ~R$1.2
billion)

Reason: reduce risk of exchange rate variation and of


the CME Group share price

PUMA
(Equities)

Merits and fruits of the partnership

Development of investment in CME Group

Association with the largest group of exchanges in


the world provides the benefit of discussing
opportunities, trends, regulation, risks
Technology

Operations

Commercial

Technological
innovation

Trading

Incentives

Risk mgt

New products

Regulation

Client targeting &


management

Connectivity

Source: Bloomberg e BM&FBOVESPA. 09/08/15 (before sale), 09/09/15 (after sale), Jun/15.

38

OPEX & CAPEX Efficiency gains


Effective expense control neutralizing increased inflation and exchange rates
5.2% nominal accumulated growth of adjusted expenses
Focus on expense control has resulted in an efficiency gain
R$ million

+35.7%
+5.2%

2015 Budget reaffirmed, despite the challenges

Challenges for the coming years

Budget did not consider:

Inflation and exchange rate variations

Speeding inflation rate

Reducing staff expense capitalization after integration


of the clearinghouses

Sharp exchange rate depreciation

Implementation of new systems, platforms and


functionalities

Expenses adjusted by depreciation and amortization, stock grant plan principal and charges stock options plan, tax related to dividends received from CME group, passing along of
fines and provisions. Adjusted by (i) IPCA from 2011 to 2014 and the expectation for 2015 (Focus Bulletin Oct 09, 2015); (ii) Collective bargaining for 2011 to 2015; and (iii) average
exchange rate variation 2011 to 2014 and expectation for 2015 (Focus Bulletin Oct 09, 2015); Others encompasses administration of services and goods, consulting and attorneys fees

39

OPEX & CAPEX Focus on Developing the Business


Technological transformation cycle nearing completion

The Capex program begun in 2010


renewed the Companys IT platform,
operations and services

Key factors to be considered


Projects begun, implemented,
completed
Inflation
Exchange rate

PUMA: derivatives, equities, corporate bonds

Integration of clearinghouses: derivatives

Integration of clearinghouses : equities

Data Center: construction and migration of infrastructure


iBalco: registration of fixed income and OTC derivatives

40

Allocation of Results
Conservative profile of cash management, given BM&FBOVESPA role as CCP
Cash position (R$ millions)
Third party

Total

Restricted

Available

2Q15
4,033
Subsidiaries &
affiliates
Client funds held by
BM&FBOVESPA
Settlement Bank

Collateral

Safeguards

Cash collateral deposited


by clients (total collateral
pool was R$283 billion in
Jun/15)

Special assets

Matching
contribution to
settlement funds
required from
market participants

Maintenance of cash
available
Sufficient to meet
clearinghouses
potential requirement
in stress scenarios with
simultaneous defaults
by major clients

Maintenance of
minimum operational
flexibility

BM&FBOVESPAs investment grade ratings


maintained (above sovereign)
Moodys: Baa2 (issuer global scale / global notes)
S&P: BBB- (counterparty credit) / A-3 (issuer)

Additional cash of
~R$1.2 billion from sale
of shares in CME in
3Q15

Includes earnings from and rights on securities in custody. Does not include investment in the Bolsa de Comercio de Santiago, hold by BM&FBOVESPA, traded as
financial investment.

41

Allocation of Results (cont.)


Return of surplus capital to shareholders

Distribution of most of the cash generation, reaffirming the


commitment to return capital to shareholders
Payout
(% of net income)
2009: 80%
2010: 100%
2011: 87%
2012: 100%
2013: 80%
2014: 80%
1H15: 80%

Cash Generation after Investment and Interest Payments


(Total for Jan/09 through Jun/15, in R$ millions)

Share Buyback
About 15% of free float
repurchased in 7-year
period (2H08-1H15)

Data of BM&FBOVESPA (not consolidated): excludes variation in financial transactions and collateral pledged by participants, proceeds raised in connection with the acquisition of CME Group shares in 2010.
Data from Dec 2014 and excludes third party resources (investors collateral, resources deposited in the BM&FBOVESPA Bank and others).

42

Allocation of Results (cont.)


Impact of maximum interest on capital on return of capital to shareholders

Simulation of cash distribution


in 2015-17

Simulation of cash distribution


after 2018

(Remaining period for goodwill amortization)

(After goodwill amortization and until credit depletion)

Growth of net income but no impact on cash


generation
Buyback will decline if distribution of 80% of net
income continues

Credits generated in 2015-17 will be used to reduce


tax liability, driving growth of cash generation but
not affecting net income
Buyback can be increased if distribution of 80% of
net income continues

For the purposes of simulation and simplification, it is assumed that the company will continue to distribute practically all surplus cash from operations and at least 80% of net income in the form of
dividend/interest on capital(IoC. Important note: the Board of Directors reserves the right to change this policy without notice.

43

Programao
09:30 - 09:45 Overview: Edemir Pinto and Daniel Sonder
09:45 - 10:10 Excellence in IT, Operations and Risk: Ccero Vieira and Luis Furtado
10:10 - 10:25 Products and Markets Development: Eduardo Guardia
10:25 - 10:35 Profitability and Financial Robustness: Daniel Sonder
10:35 - 10:50 Other Relevant Matters for BM&FBOVESPA
10:50 - 11:30 Q&A
11:45 - 12:15 Breakout Groups: BM&FBOVESPA Clearinghouse and CORE

12:15 - 12:45 Breakout Groups: Products and Markets Development


44

Other Relevant Matters


International Qualification of BM&FBOVESPAs Clearinghouses

Qualified Central Counterparty (QCCP)


In the context of the Basel III rules, QCCP status is relevant to determining capital allocation by financial
institutions with exposure to CCP credit risk
Generally speaking, a CCP is considered qualified if it substantially complies with the 24 risk
management guidelines established in BIS/IOSCOs Principles for Financial Market Infrastructures
(PFMI)
Credit risk weighting factor:
Qualified CCP: 2%
Non-qualified CCP : 20%-150%
The Central Bank of Brazil has established a credit risk weighting factor of 2% for transactions by
domestic banks settled via domestic clearinghouses
In the United States, whether a CCP is qualified is decided by the bank and not by the regulators. US
banks that operate in Brazil reportedly consider BM&FBOVESPAs clearinghouses qualified

45

Other Relevant Matters


International Qualification of BM&FBOVESPAs Clearinghouses (cont.)

Process for obtaining QCCP status in Europe


In Europe, according to the European Market Infrastructure Regulation (EMIR), a CCP in a nonEuropean Union jurisdiction is considered qualified if:
The European Commission (EC) recognizes as equivalent the normative framework applicable to
clearing and settlement service providers in the country concerned
The CCP is recognized by the European Securities Market Authority (ESMA)
In 2014 BM&FBOVESPA submitted a complete application for clearinghouse qualification to ESMA
However, Brazil is still awaiting recognition of the equivalence of its normative framework by the EC
Until December 15, 2015, all clearinghouses worldwide have been granted provisional QCCP status
Provisional QCCP status is believed likely to be renewed

46

Other Relevant Matters


International Qualification of BM&FBOVESPAs Clearinghouses (cont.)

Process for obtaining QCCP status in Europe (cont.)


The prerequisites for EC recognition of a non-EU countrys normative framework as equivalent to the
EMIR are as follows:

Risk management requirements applicable to the countrys CCPs must be deemed equivalent

The supervision regime applicable to the countrys CCPs must be deemed equivalent

The country must have an analogous procedure for recognition of foreign CCPs (reciprocity
clause), so that foreign CCPs can provide clearing services to clear members or trading platforms
established in the country

47

Other Relevant Matters


International Qualification of BM&FBOVESPAs Clearinghouses (cont.)

Process for obtaining QCCP status in Europe (cont.)


In October 2014, the EC recognized the equivalence of the following jurisdictions:
Australia
Japan
Singapore
Hong Kong
In September 2015, the EC published draft equivalence recognition decisions regarding:
South Africa
Canada
South Korea
Mexico
Switzerland

Brazil and the US are among the jurisdictions that are awaiting the ECs decision on equivalence

48

Other Relevant Matters


International Qualification of BM&FBOVESPAs Clearinghouses (cont.)

Process for obtaining QCCP status in Europe (cont.)


With regard to the reciprocity clause, some of the aforementioned countries have adopted hybrid
solutions, which:
Allow duly recognized foreign CCPs to provide services to clearing members or trading platforms
established in the country concerned
Establish mechanisms for cooperation between regulators regarding foreign CCPs and/or direct
supervision of foreign CCPs by local regulators
Reserve certain services and specific market niches to local CCPs

49

Other Relevant Matters


International Qualification of BM&FBOVESPAs Clearinghouses (cont.)

Process for obtaining QCCP status in Europe reciprocity adopted by other


countries
Japan
Clearing services must be provided by Japanese CCPs in the case of OTC transactions that may
materially affect the stability of Japans financial markets owing to their characteristics

Australia
Authorization granted for OTC and exchange-traded derivatives, as well as debt securities. Stocks listed
on ASX were excluded from the authorization and equities trades must be settled by the Australian CCP

South Korea
Authorization granted solely for OTC derivatives. All contracts and securities traded on South Korean
exchanges must be settled by Korean CCPs

50

Other Relevant Matters


International Qualification of BM&FBOVESPAs Clearinghouses (cont.)

Process for obtaining QCCP status in Europe proposal presented by


BM&FBOVESPA
BM&FBOVESPAs proposal to facilitate recognition of Brazilian CCPs by the EC and ESMA is for Brazil to
adopt a mechanism for recognition of international CCPs established by a National Monetary Council
(CMN) resolution or a Central Bank of Brazil circular that:
Defines the criteria for authorizing the provision of clearing services by foreign CCPs
Defines the markets in which foreign CCPs can operate and restrictions on their operations with the
aim of preserving the health of the Brazilian Payment System (SPB), its supervision, and adequate
management of systemic risk

51

Other Relevant Matters


Source of the goodwill: summary of the transaction
Objective: Merger of operations from BM&F S.A. and Bovespa Holding in a single entity.
Stages of the transaction
EGM approval of the merger, by asset value, of BM&F S.A into Nova Bolsa S.A (creation of a new
Company)
EGM approval of the merger of Bovespa Holding shares into Nova Bolsa S.A for R$17.942 billion and
change in the corporate legal name from Nova Bolsa S.A to BM&FBOVESPA S.A.
Redemption of preferred shares in cash (~R$ 1.2 billion) on behalf of the former shareholders of
Bovespa Holding

52

Other Relevant Matters


Source of the goodwill: summary of the transaction
Valuation of Bovespa Holding: in addition to the valuation carried out by financial institutions, an Economic and
Financial Appraisal Report of Bovespa Holding S.A. was performed by Deloitte Touche Tohmatsu
The methodology of the Appraisal Report was the discounted Free Cash Flow valuation, projected for the
period between Jan. 01, 2008 and Dec. 31, 2017
The conclusion of the Appraisal Report was that, as of December 31, 2007, the fair value of all Bovespa Holding
shares was between R$20,724 million and R$ 22,319 million, representing a range of R$28.67 to R$30.87 per
share.
In addition to the Economic and Financial Appraisal Report of Bovespa Holding, there was also the
performance of:
- A property valuation report of real estate owned by BVSP and CBLC (which indirectly made up the totality
of the Bovespa Holding assets)
- An appraisal report of intangible assets of Bovespa Holding SA and appraisal report of arts
Price of the transaction: in possession of the Bovespa Holding Appraisal Report by the methodology of
Discounted Free Cash Flow Valuation and other reports, the management of Nova Bolsa and Bovespa Holding
determined the purchase/acquisition price of Bovespa Holding shares through the average price in the last 30
trading sessions, totaling R$17.942 billion, as supported by the Appraisal Report.
Goodwill: the goodwill arises from the split of the acquisition cost of Bovespa Holding into shareholders equity
(R$1.544 billion, which is recognized by the equity method) and goodwill on acquisition of equity interest
(R$16.396 billion)
The goodwill that is subject to amortization for tax purposes totaled R$13.460 billion, since BM&FBOVESPA
adjusts the goodwill by discounting the value of goods and intangibles, only amortizing the portion related to
future profitability.

53

Other Relevant Matters


Goodwill: timeline of the Assessment Notices
12/05/2013: The
Administrative Council
for Tax Appeal (CARF)
denies the voluntary
appeal presented by
BM&FBOVESPA related to
2008/2009 Goodwill.

11/29/10:
Assessment notice
receipt for the
period from 2008
and 2009 ("Goodwill
2008/2009").

2010

2011

2012

21/10/11: Knowledge of
the RFB decision on the
2008/2009 Goodwill,
which made an
administrative objection of
BM&FBOVESPA partially
valid.

2013

2014

05/09/2014:
Knowledge of CARF
decision which denied
the voluntary appeal
of BM&FBOVESPA
related to the
2008/2009 Goodwill.

25/03/2015: CARF did


not accept the motion
to clarify presented by
BM&FBOVESPA related
to the 2008/2009
Goodwill.

May 29, 2015: Special


Appeal presented for
the goodwill case of
2008 and 2009
Aug. 20, 2015
Special Appeal
accepted for judgment
by the superior court of
CARF

2015

04/02/2015:
Assessment notice
receipt for the
period from 2010
and 2011
("2010/2011
Goodwill").

04/30/2015:
Submitted an
administrative
objection for the
2010/2011 goodwill.

Assessment notice related to the fiscal benefit of 2008-2009: value in Jun/15 de R$1,037,186 thousand, classified as
a remote chance of loss
Assessment notice related to the fiscal benefit of 2010-2011: value in Jun/15 de R$2,003,087 thousand, classified as
a remote chance of loss
54

Programao
09:30 - 09:45 Overview: Edemir Pinto and Daniel Sonder
09:45 - 10:10 Excellence in IT, Operations and Risk: Ccero Vieira and Luis Furtado
10:10 - 10:25 Products and Markets Development: Eduardo Guardia
10:25 - 10:35 Profitability and Financial Robustness: Daniel Sonder
10:35 - 10:50 Other Relevant Matters for BM&FBOVESPA
10:50 - 11:30 Q&A
11:45 - 12:15 Breakout Groups: BM&FBOVESPA Clearinghouse and CORE

12:15 - 12:45 Breakout Groups: Products and Markets Development


55

Agenda

Profitability and
Financial Solidity

Excellence in IT,
Operations and Risk

Balance Sheet Management


OPEX & CAPEX
Allocation of Income

Trading/ PUMA
Post-Trade
Der. clearinghouse V1
Equities clearinghouse V2

Products and Markets


Development

Increase liquidity
New products
(local and international)
Enhance prices and incentives
OTC market

56

Programao
09:30 - 09:45 Overview: Edemir Pinto and Daniel Sonder
09:45 - 10:10 Excellence in IT, Operations and Risk: Ccero Vieira and Luis Furtado
10:10 - 10:25 Products and Markets Development: Eduardo Guardia
10:25 - 10:35 Profitability and Financial Robustness: Daniel Sonder
10:35 - 10:50 Other Relevant Matters for BM&FBOVESPA
10:50 - 11:30 Q&A
11:45 - 12:15 Breakout Groups: BM&FBOVESPA Clearinghouse and CORE

12:15 - 12:45 Breakout Groups: Products and Markets Development


57

Breakout Groups
BM&FBOVESPA Clearinghouse and CORE
BM&FBOVESPA Participants:
Ccero Vieira Chief Operating Officer
Andr Monteiro Chief Risk Management Officer
Viviane Basso Managing Director, Settlement
Luiz Furtado Chief Information Officer
Rodrigo Nardoni Managing Director, Post-Trade Systems Development

Development of Products and Markets


BM&FBOVESPA Participants:
Eduardo Guardia Chief Product Officer
Andr Demarco Managing Director, Product & Service Engineering
Claudio Jacob Managing Director, International Sales & Business Development
Cristiana Pereira Managing Director, Sales & Issuer Development
Fabio Dutra Managing Director, Sales & Business Development
Tarcsio Morelli Managing Director, Commercial Planning & Project Analysis

58

ANNEXES

59

Trading System (PUMA)


Enabling the increase of trades

Importance of the system be able to process peaks of trades


many-fold the average of the day
Bovespa Seg. - Intraday distribution of the number of messages/minute (in thousand)

BM&F Seg. - Intraday distribution of the number of messages/minute (in thousand)

Source: BM&FBOVESPA. Trading day 10/15/2015, Trading day 10/23/2015.

60

Clearinghouse Integration Equities (cont.)


Acceptance of collateral abroad

Risks and challenges deriving from acceptance of foreign currencies


and securities as collateral
CONTROL TOOLS AVAILABLE TO CLEARINGHOUSE AND/OR CENTRAL BANK

Collateral market risk

Conservative haircuts for securities and exchange rate. BRL/USD exchange rate positively correlated with
country risk.

Collateral credit risk

Accept only sovereign bonds rated AA or AAA, i.e. better than Brazilian bonds. Diversify risk.

Collateral liquidity risk

Set conservative limits linked to BM&FBOVESPAs cash position and volume of credit taken out by
BM&FBOVESPA for sale and monetization of foreign securities and currencies

Legal risk

Accept foreign securities and currencies only (i) from jurisdictions and (ii) types of investor for which collateral
execution is explicitly permitted in a default situation, including intervention, special administration, out of
court liquidation etc., based on an independent legal opinion

Challenges for
exchange-rate policy

Establish gradual implementation rule 3 years to avoid risk of immediate replacement of large volume of
domestic securities by foreign securities
Set limit for use of foreign securities as collateral for exchange-rate derivatives

61

Clearinghouse Integration Equities (cont.)


Acceptance of collateral abroad

Investor categories in jurisdiction of origin


Jurisdiction

Investor category in jurisdiction of origin


1. Certain Debtors Subject to the US Bankruptcy Code: mutual fund, hedge fund, non-financial entity organized as corporation / limited
liability company / partnership / business trust, futures commission merchant (FCM)
2. Investment bank, broker (including broker-dealer registered as FCM with the CFTC)

USA

3. Nationally- and state-chartered commercial bank (that takes deposits insured by the Federal Deposit Insurance Corporation - FDIC)
4. Systemically important financial institution (financial company that could be (1) or (2) above but whose failure and resolution under an
otherwise applicable legal regime would have, as determined by the US Secretary of the Treasury, serious adverse effects on the financial
stability of the US)

5. NY State licensed branch of non-US bank (branch licensed under NY law/supervised by NY Department of Financial Services - NYDFS)
1. Investment firm (Including investment bank, broker and fund manager; not including credit institution, local firm (cf. CRR) and firm not
authorized to provide the ancillary service (cf. MiFID) and not permitted to hold money/securities belonging to clients and which may not
at any time place itself in debt with clients)
UK

2. English credit institution


3. UK-regulated branch of third country credit institution and investment firm
4. Other UK-incorporated entity (not English investment firm or English credit institution)

France

1. Credit institution (tablissement de crdit)


2. Investment firm (entreprise dinvestissement)

62

www.bmfbovespa.com.br

Department of Investor Relations


55 11 2565-4729 / 4418 / 4834 / 7938 / 4207
ri@bmfbovespa.com.br

63

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