Extraordinary Shareholders' Meeting - 05.20.2016 - Appraisal Report KPMG (Cetip)

BM&FBOVESPA S.A.
Bolsa de Valores,
Mercadorias e Futuros
Economic Valuation Report of Cetip S.A.
Mercados Organizados
April 11, 2016
Contents
I. Executive summary
II. Information about the appraiser
III. Information on the Company
IV. Market information
V. Methodology
VI. Discount rate
VII. Assumptions
VIII. Economic valuation
Appendix
1. Appendix I Glossary
2. Appendix II Important notes
2016 KPMG Corporate Finance Ltda., a Brazilian limited liability company and a member firm of the KPMG network of independent member firms affiliated with KPMG International
Cooperative (KPMG International), a Swiss entity. All rights reserved. Printed in Brazil.
I. Executive Summary (1/3)

Context (source: Client)
BM&FBOVESPA S.A. Bolsa de Valores, Mercadorias e Futuros

(BM&FBOVESPA, or Client) is a company that manages organized
equity and derivatives markets providing registration, clearing, and
settlement services. It acts mainly as a central counterpart, guaranting
financial liquidity for the trades executed in its environments.
Cetip S.A. Mercados Organizados (Cetip or Company) is a
company that provides services of registry, central depository, trading,
clearing and settlement of assets and securities. Through technology
and infrastructure solutions, its proposal is to provide liquidity, security,
and transparency for financial transactions in the Brazilian market.
BM&FBOVESPA and CETIP will be jointly named hereafter as

Companies.
BM&FBOVESPA, according to a material fact released on February 19,

2016, approved the submission of a binding proposal to the respective
shareholders of the Companies for the combination of the operations
of the Companies ("a Binding Proposal" or Operation"), which will
result in the following: (i) the ownership by BM&FBOVESPA, of all the
shares of Cetip; and (ii) the receipt, subject to the adjustments
provided for in that material fact, for each common share issued by
Cetip, of 0.8991 common share of BM&FBOVESPA, in addition to R$
30.75 (thirty Brazilian Reais and seventy five cents).
According to that, BM&FBOVESPA intends to conduct the Operation

through a corporate reorganization, using a company called Companhia
Sao Jose, formerly named as Netanya Empreendimentos e
Participacoes S.A. ("Netanya" or "Holding"), to incorporate the shares of
Cetip, and redeem part of the issued shares, and finally, perform the
merger of the Holding by BM&FBOVESPA.
In this sense, to meet the requirements of Clause 264 of Law No.

6404/76 ("the Brazilian Corporate Law") in line with the Operation,
BM&FBOVESPA hired KPMG Corporate Finance ("KPMG") to prepare
the economic valuation report of Cetip by the criteria of discounted cash
flow.
This Report includes important notes (see Attachment II) relating to the
KPMG Scope of work before the Client.
Sources of information
We used the audited consolidated financial statements of the

Companies, of 2013, 2014 and 2015, on the base date, management
reports, and documents available in the virtual data room ("VDR") by
Cetip to BM&FBOVESPA.
The work also took into account information of financial and economic
projections provided by the Client and its financial advisors.
In addition, public market information were used, in order to analyze the

assumptions used in the valuation.
KPMG analyzed including the information available to the general public

and those provided by the Client and used in this work, understanding
be consistent.
We had access to Cetip projections in a limited way. We used

information about new projects/products supplied by Cetip to
BM&FBOVESPA.
This Report is a free translation into English (requested by the Client) of the report issued in Brazilian Portuguese. If there are any discrepancies or differences between the
versions, the version in Portuguese will prevail.

Subsequent Events
Discount rate
We emphasize that this report is based on the position of the

consolidated balance sheet of Cetip as of December 31, 2015. Any
relevant facts that may have occurred after the reporting date which
have not been brought to our attention up to the date of the issuance
of this Report may change the estimated value for Cetip in this Report.
On March 3, 2016, Cetip announced to the market a dividend payment

of R$0.3194231187 per share, which was considered in this work.
On March 21, 2016, Cetip announced to the market a JCP gross

payment of R$0,0842715836 per share, which was considered in this
work.
KPMG was not hired to update this report after its date of issue.
Risk free (US$ nominal) (source: Bloomberg)

US inflation (source: Economist)
Brazilian inflation (source: BACEN)
Relevered Beta
Expected return on the market (source: Damodaran)
Country risk premium (Global 37) (source: Bloomberg)
Size premium (source: Ibbotson Associates, 2015)
CAPM - nominal - Ke (a)
3.0%
1.8%
5.1%
1.0
4.5%
3.1%
1.0%
14.8%
Cost of debt
Tax
Kd after tax - nominal - Kd (b)
12.0%
34.0%
7.9%
WACC
% common equity capital in the capital structure ( c )
% of debt capital in the capital structure ( d )
WACC nominal = (a*c) + (b*d)
97.5%
2.5%
14.7%
Valuation Criterion
We use the criterion of discounted cash flow, which we consider to be

the most appropriate for the valuation, because captures the expected
future performance of the Company. This methodology is described in
more details in Chapter 5 of this report.
The discount rate was estimated according to the methodology of

WACC (Weighted Average Cost of Capital), in nominal terms, of
14.7%, as follows:
Discount rate
Cetip

Summary Report
Based on the scope of this Report, and subject to the assumptions,

restrictions and limitations described here, we estimate the fair value
of Cetip, as below:
Equity Value
(R$ MM)
11,296
Economic value
per share (R$) 42.67
12,423
46.93
Note: Considered the number of 264,716,860 shares (262,978,823 outstanding +

4,900,800 open, regarding stock option - 3,162,763 treasury) net of treasury
shares, as FS of 2015 reviewed by independent auditors.
We conclude that the estimated economic value of Cetip shares is

between R$ 42.67 and R$ 46.93 estimated by the methodology of
discounted cash flow and the equity value is between R$ 11,296
millions and R$ 12,423 millions.
Fernando A. Mattar
KPMG Corporate Finance Ltda.
Partner
Gabriel Carracedo
Director
Fabiano Goulart Delgado

Manager
Contents
V. Methodology
VI. Discount rate
VII. Assumptions
Appendix
I . Information about the appraiser (1/5)

The KPMG Network
Anti-money laundering;
Restructuring (services of companys restructuration and consulting

to creditors for debt recovery);
Consulting in PPPs (services related to public private partnerships);
Consulting for financing for private companies;
Consulting related to merger and acquisitions;
Financial valuations.
KPMG is a global network of professional services firms providing

Audit, Tax and Advisory services. We operate in 155 countries and
have 174,000 people working in member firms around the world. The
independent member firms of the KPMG network are affiliated with
KPMG International Cooperative ("KPMG International"), a Swiss entity.
Each KPMG firm is a legally distinct and separate entity and describes
itself as such.
In Brazil, approximately 4,000 professionals work in 22 cities located in
13 States and the Federal District. KPMG in Brazil has offices located
in So Paulo (head office), Belm, Belo Horizonte, Braslia, Campinas,
Cuiab, Curitiba, Florianpolis, Fortaleza, Goinia, Joinville, Londrina,
Manaus, Osasco, Porto Alegre, Recife, Ribeiro Preto, Rio de Janeiro,
Salvador, So Carlos, So Jos dos Campos and Uberlndia.
KPMG brand was created in 1987 from the merge of Peat Marwick
International (PMI) and Klynveld Main Goerdeler (KMG).
In Brazil, the area of Deal Advisory, deliver the following professional

services:
Transaction Services (due diligence services during acquisitions);

Forensic Services (services related to investigations and fraud
prevention);
The Corporate Finance segment of KPMG International member firms

sum up to approximately 2,500 professionals, in 167 offices across 82
countries.
Internal process of approval of the report
The economic valuation of Cetip was performed by a team of qualified

consultants, monitored and reviewed by the engagement partner, a
director and the manager coordinating the work. In addition, the team
was also composed of a partner-reviewer.
Identification and qualification of the involved professionals
Fernando Afonso C. S. B. Mattar, Gabriel Carracedo and Fabiano

Goulart Delgado coordinated and participated in the development of
this report. Paulo G. M. Coimba was the partner reviewer of the work.
You can find the curricula vitae of these professionals on pages 9 and
10.

Appraiser declarations
KPMG Corporate Finance declares, in April the 11th, 2016, that:

It does not entitle any shares of the Client nor the Company, nor do its
partners, directors, officers, directors, controllers or persons related to
them;
There are no commercial and credit relations that could impact the
Report;
There is no conflict of interest that impairs the necessary

independence required for the performance of this work.
For the services referring to the preparation of this Report,

independently of the success or failure of the Operation, KPMG will
receive, from BM&FBOVESPA, a fixed remuneration of R$ 120,000.00
(One hundred and twenty thousand Reais), net of taxes.
On the date of this Report, in addition to the relationship concerning

the Report mentioned above, KPMG has the following ongoing work in
the context of the operation, which do not impact on the analysis in
the preparation of this report:
a)
In addition to the relationships related to the operation mentioned

above, KPMG Corporate Finance Ltda. and other companies
operating under the KPMG brand in Brazil declare they have
received remuneration of R$ 212,500.00 (Two hundred and twelve
thousand, five hundred Reais) from BM&FBOVESPA for the
provision of professional services related to general advice, in the
twelve months preceding the filing of this Report, and do not
impact its drafting.
Due diligence, financial, fiscal and labor in the total amount of

approximately R$ 510,000.00 (Five hundred and ten thousand
Reais);
b) Valuation report using the criteria of the net book value adjusted to
market prices, worth a total amount of approximately R$
100,000.00 (One hundred thousand Reais); and
c)
Advice on the allocation of pre-purchase price (pre-PPA) in the

amount of R $ 30,000.00 (Thirty thousand Reais).

Name
Fernando A. C. S. B. Mattar
Position
Partner, Corporate Finance Valuation Services, Brazil
Qualifications
Post Graduation in Business Administration Fundao Getlio Vargas FGV/ SP

Undergraduate degree in Mechanical Engineering - Mackenzie - SP
Experience
Since 1995 works in in business consulting, conducting projects in the financial restructuring of
companies, economic-financial, mergers and acquisitions and start-up companies and business units.
Started at KPMG in 2006. Before he served as manager of Arthur Andersen and worked as manager of
business development for the Cisneros Group in Latin America.
Sector of experience
Pharmaceutical, Entertainment, Internet Services, Consumer Products (food, beverage, pulp and paper
etc..), Telecommunications and Retail Companies.
Name
Gabriel Chamadoira Carracedo
Position
Director, Corporate Finance Valuation Services, Brazil
Qualifications
Post Graduation in Finance iBMEC/ SP

Graduate degree in Business Administration Universidade Salvador - Bahia
Experience
Started at KPMG in 2003, Gabriel has a strong experience in financial valuation, trough different
methodologies.
Banking, Telecommunications and IT (software and hardware), Entertaining, Publishing, Aviation,

Education, Retail. Companies.

Name
Fabiano Goulart Delgado
Position
Manager, Corporate Finance, KPMG Curitiba - Brazil
Qualifications
Specialization in Controllership at UFPR-PR

Graduated in Economics at UFMS-MS
Experience
Works in the accounting, auditing and consulting areas for over six years. Fabiano has experience in
financial advisory services, including financial planning, business plan development and project
analysis. Acts in mergers and acquisitions area, with a greater focus on valuation models (valuation)
and mergers and acquisitions.
Banking, real estate, power, agribusiness, foods and beverages, retail and logistic.
10
Presented below are some of KPMGs experiences in companys valuations in the last years:
2016
2015
2015
2015
vora S.A.
Eneva S.A.
Eneva S.A.
Banco Santander S.A.
Economic and Financial Valuation

of vora in its Public Offering
(Deslisting)

of Eneva Participaes S.A. e
BPMB Parnaba S.A.

of Parnaba Gs Natural S.A.

of Banco Santander
ABCD
ABCD
ABCD
ABCD
2014
2013
2013
2013
Banco Santander S.A.
Com panhia De Bebidas Das

Am ericas - Am bev
Banco Santander (Brasil) S.A.
Banco Santander (Brasil) S.A.

of BR Properties

of CND - Cerveceria Nacional
Dominicana

of Webmotors

of Tecban
ABCD
ABCD
ABCD
ABCD
11
Contents
V. Methodology
VI. Discount rate
VII. Assumptions
Appendix
12
I I Information on the Company (1/4)
Overview of CETIP (Source: public information)
Cetip (Ticker: CTIP3) was established in 1984 by the National Monetary

Council, in the city of Rio de Janeiro - RJ, and currently manages
markets relating to trading and listing of securities, public and private
fixed income securities, and OTC derivatives. Cetip is the largest
depositary of private fixed income securities in Latin America and the
largest private asset clearinghouse of the Brazilian financial market. Its
performance provides the necessary support to the entire cycle of
transactions with fixed income securities, securities and OTC
derivatives.
The simplified structure of Cetip is shown below:
Framework
Ice Overseas
Limited
Blackrock. Inc.
Others
81.52%
5.28%
12.00%
Shares in
Treasury
The chronology of the main events that occurred in the history of Cetip
are explained below:
1984
Creation of Cetip as a nonprofit entity.
1986
Beginning of activities of Cetip.
1988
2008
Demutualization and creation of Cetip S.A.
2009
Advent becomes shareholder of Cetip, with a share stake in the

capital of 32%.
IPO and beginning of the trading of the shares on the Novo
Mercado of BM&FBOVESPA.
2010
Acquisition of GRV Solutions, which currently represents the Cetip

Financing Unit.
2011
Repositioning of the Cetip brand and implementation of new logo

and product architecture.
IntercontineltalExchange (ICE) becomes a shareholder of the
company, with a 12.4% stake.
Launch in partnership with Clearstream, of the Cetip Collateral.
1.2%
2012
100.00%
GRV Solutions
100%
Cetip Lux S..r.l.
100%
Cetip Info
Tecnologia S.A.
Agreement with Andima (the current Brazilian Association of

Financial Markets and Capital (Associao Brasileira das Entidades
dos Mercados Financeiro e das Capitais, Anbima)) to operate the
National Debentures System (Sistema Nacional de Debntures,
SND)
2013
Launch in partnership with ICE, of the Cetip business platform |

Trader Launch of Cetip | InfoAuto PagamentosIngresso of Cetip's
shares in Ibovespa and IBrX50.
Reform of the bylaws to improve the corporate governance
structure of Cetip.
Launch, in partnership with the FNC, of the real estate valuation
platform
Spurce: Cetip
13

Income Statement Consolidated Cetip (Source: audited financial statements)
IS Consolidated - R$ '000
Net Revenue
Expenses
General and administrative
Other net operacional revenues
Other net operacional expenses
EBITDA
Depreciation and amortization
EBIT
Financial revenues
Financial expenses
Equity in income of investees
EBT
IR / CSLL accounting period
IR / CSLL deferred
Net profit
2013
908,575
(276,176)
(275,359)
31
(848)
632,399
(75,790)
556,146
33,595
(77,174)
(463)
512,567
(90,447)
(61,092)
361,028
2014
1,015,885
(316,666)
(315,634)
584
(1,616)
699,219
(83,108)
616,825
59,069
(117,760)
714
558,134
(111,193)
(19,822)
427,119
2015
1,125,430
(354,941)
(350,248)
144
(4,837)
770,489
(92,771)
678,683
294,476
(405,904)
965
567,255
(129,730)
60,081
497,606
14

Balance Sheet Consolidated Cetip (Source: audited financial statements)
BS Consolidated - R$ '000
Asset
Current asset
Cash and Cash Equivalents
Financial investments - non restricted
Accounts receivable
Recoverable taxes and contributions
Prepaid expenses
Other receivables
Non-current asset
Financial investments - non restricted and restricted
Derivatives
Judicial deposits
Prepaid expenses
Other receivables
Fixed
Investments
Property and equipment
( - ) Accumulated depreciation
Intangible assets
( - ) Accumulated amortization
2013
2,735,651
505,117
475
381,685
93,073
16,679
7,011
6,194
85,768
79,746
162
3,744
2,116
2,144,766
5,497
109,683
(68,861)
2,307,087
(208,640)
2014
2,998,539
740,930
551
590,349
106,735
17,431
7,784
18,080
135,944
128,197
137
5,526
2,084
2,121,665
6,211
128,612
(78,681)
2,347,452
(281,929)
2015
3,497,064
1,007,642
2,438
801,956
117,658
63,917
7,084
14,589
373,958
248,553
120,663
181
2,659
1,902
2,115,464
6,873
126,771
(79,086)
2,423,547
(362,641)
BS Consolidated - R$ '000
Liabilities
Current liabilities
Suppliers
Labor obligations and social charges
Taxes payable
Income tax and social contribution
Dividends and interest on own capital payable
Debentures issued
Financial instruments
Loans and finance lease obligations
Deferred revenues
Other liabilities
Non-current liabilities
Suppliers
Deferred income tax and social contribution
Provision for contingencies and legal obligations
Debentures issued
Deferred revenues
Shareholders' equity
Capital
Capital reserves
Carrying value adjustments
Income reserves
Treasury shares
Retained earnings
Additional dividends proposed
2013
2,735,651
337,300
25,969
48,195
12,837
787
45,858
156,053
2014
2,998,539
240,225
23,496
56,682
14,902
2,181
80,130
17,427
3,507
44,044
50
708,788
3,662
176,052
3,067
474,774
9,291
41,942
1,689,563
586,428
533,193
(247)
405,655
(5,031)
169,565
2,608
42,754
45
1,012,361
2,073
195,785
4,536
498,175
271,153
40,639
1,745,953
635,937
533,821
(413)
464,715
111,893
2015
3,497,064
340,198
54,416
68,411
18,183
8,435
110,261
21,431
11,572
7,113
40,223
153
1,461,051
8,046
136,465
5,933
498,849
775,019
36,739
1,695,815
658,416
527,834
(8,313)
539,388
(104,502)
82,992
15

Financial indicators
Below are shown the historical financial indicators of Cetip (source: audited financial statements)
Volume
7,751
7,611
Gross Revenues per segment (R$ 000)
8,193
6,757
6,393
5,312
2013
2014
Volume records securities unit (R$ bi)
2015
412,579
436,216
384,024
690,132
786,642
950,495
2013
2014
2015
Vehicles financed ('000)
Financing unit
Securities unit
Net profit (R$ 000)
EBITDA (R$ 000)

69.60%
68.83%
68.46%
632,399
699,219
770,489
2013
2014
2015
EBITDA
361,028
427,119
497,606
2013
2014
2015
% Margin EBITDA
16
Contents
V. Methodology
VI. Discount rate
VII. Assumptions
Appendix
17
IV. Market information (1/5)

Markets and financial instruments
Overview (source: Cetip website)
The financial system is the set of institutions and financial instruments

that enables the transfer of resources belonging to final offerers to the
final takers of resources, and creates conditions for the securities to be
marketable.
Among the institutions that can be highlighted within the financial

system, there are the custodian agencies.
Custody agencies are organized and centralized markets, to provide an

appropriate environment for conducting business and the pricing of
securities issued by companies, funds and other fund raising entities.
Cetip, which is directed to the custody of fixed income investments

(such as CDB, LCI, LCA, among others), and derivatives;
Cetip is the main service provider of the custody market for private
fixed income.
The fixed income market reached, in January 2016, US$ 2,658 billion
of actual value invested in their segments, an increase of 3.69% when
compared to January 2015.
Next, there is the evolution of the fixed income market between

January / 2015 and January / 2016:
Custody (source: Cetip)
Changes in the market and in the large volume of securities traded

every day permanently changed the landscape of the custody world.
The vast majority of assets custodies are held in book-entry form, both
for government securities assets, and private securities.
Fixed income assets are bonds that pay a certain compensation in

defined periods, which can be determined at the time of the
investment or upon redemption.
The major custodians in the international market are the DTCC (United
States), Euroclear, and Clearstream (Europe).
Amount invested in fixed income (in R$ bi)
2,639
2,564
2,561
2,562
2,519
Brazilian fixed income market (source: Cetip)
2,534
2,532
May-15
Jun-15
2,579
2,582
Jul-15
Aug-15
2,654
2,644
Nov-15
Dec-15
2,625
2,658
In Brazil, two of the main players of the financial system are:
BM&FBOVESPA, whose activities are focused on the equity

market, bonds, futures, and the options market.
Jan-15
Feb-15
Mar-15
Apr-15
Sep-15
Oct-15
Jan-16
Source: Cetip
18

Brazilian fixed income market (contd.)
Brazilian credit market (source: Bacen)
The relationship between the balances of credit and the gross

domestic product (GDP) of the countries is a reference measure of the
economic conditions and of the depth of a countrys market.
Below is the balance of credit operations between January 2015 and

January 2016, as well as their respective percentage in relation to the
Brazilian GDP.
The table below shows the segmentation of the fixed income

investments in January 2016:
19%
35%
54.5%
54.0%
29%
2%
2%
13%
Bank funding (CDB, LF and DPGE)
Agricultural securities (LCA, CRA and CDCA)
Debt securities (NCE, CCB and CCE)
Real estate securities (LCI, CRI and CCI)
Debentures and promissory notes
DI
54.0%
3,220
3,082
3,100 3,110
3,135
3,164 3,157 3,177
3,199
3,013 3,024
Income yields are mainly linked to the following indexes:
53.3% 53.4% 53.4%
53.8%
53.0%
3,061 3,062
Source: Cetip
53.2%
52.8% 52.9%
53.6%
54.0%
SELIC (Special System for Settlement and Custody);

IPCA (National Index of Consumer Price);
Credit balance (in R$ bi)
IGP-M (General Index of Market Prices); and

CDI (Interbank Deposit Certificates).
% GDP
Source: Bacen
The CDI is an index linked to SELIC rate, as well as the amount of

funds transfers between financial institutions.
19

The segmentation of credit, both for individuals and for legal entities,
according to the Central Bank, is presented below:
Below, please see the most used modes during the period of 2016:
3%
21.25%
26.63%
16%
BNDES
Real estate
Financing
Personal Credit
Consortium
Rural
Others
Vehicles
0.17%
0.95%
Credit card
17.98%
5.65%
81%
Microcredit
5.69%
7.22%
Acquisition of goods
Others
14.47%
Source: Cetip
Source: Bacen
Brazilian credit market (vehicles) (source: Bacen and Cetip)
The values obtained for vehicle financing declined from January 2015
to January 2016, as shown below:
184
182
180
178
175
173
171
169
167
165
163
161
The credit for vehicles operates as follows:
Financing, i.e., a loan for financing vehicles;
Consortium, where one or more individuals participate in a common

activity or resource sharing to achieve a common goal.
160
Leasing, where the lender is the owner of the property, and the
possession and use are of the lessee; and
19
Source: Bacen
18
18
18
18
17
Natural person (R$ bi)
17
17
17
17
17
16
16
Legal entity (R$ bi)
20

The interest rates for vehicle financing rose in the last 12 months due
to the current political and economic conditions in Brazil, as shown
below:
24%
21%
25%
21%
25%
25%
21%
21%
25%
22%
25%
21%
25%
21%
Natural person (% p.a.)
25%
21%
26%
21%
26%
22%
26%
22%
26%
22%
28%
23%
Legal entity (% p.a.)
Source: Cetip
21

Macroeconomics
Macroeconomics assumptions (source: Bacen and Economist)
Brazilian inflation
Exchange rate R$ / US$
The inflation rate (IPCA) estimated for the 2016-2025 period is shown
in the chart below. We can observe a fall between the years 2016 and
2019, according to the expectations of the institutions consulted by the
Central Bank (Central Bank of Brazil)
9,5%
7,5%
5,50
5,00
4,50
4,00
3,50
3,00
2,50
2,00
10,7%
11,5%
7,4%
6,4%
5,9%
5,9%
5,5% 5,2% 5,1% 5,1% 5,1% 5,1% 5,1% 5,1%
5,5%
3,5%
The American inflation rate estimated for the period between 2016 and
2025 is shown below. In the chart are observed growth of price indices
in the years 2016 and 2017 in relation to 2015. In the long-term the
trend is stabilizing, according to projections made by The Economist.
8,0%
6,0%
4,0%
2,0%
0,0%
1,5%
1,3%
0,7% 0,7%
4,79 4,94
4,54 4,65
4,40
4,19 4,20 4,26
3,95 4,11
3,33
2,35
2,16
Brazilian GDP
American inflation
The average annual exchange rate for the 2016-2025 period is

presented below. We can observe an increase in market expectations
about the exchange rate. After 2021, the exchange rate was
considered as the difference between the Brazilian and American
inflation.
2,0% 2,4%
1,5% 1,8% 1,8% 1,8% 1,8% 1,8% 1,8%
The Brazilian GDP projection estimated by institutions consulted by the

Central Bank between 2015 and 2018 is a decrease in the biennium
2015-2016, followed by a slow growth with a tendency to stabilize.
2,3%
2,0%
0,1%
1,0%
0,0%
-1,0%
-2,0%
-3,0%
-3,8%
-4,0%
1,5% 1,9% 2,0% 2,0% 2,0% 2,0% 2,0% 2,0%
0,3%
-3,7%
22
Contents
V. Methodology
VI. Discount rate
VII. Assumptions
Appendix
23
V. Methodology (1/3)
Valuation criterion
The criterion used for the study of Cetips economic valuation was the
discounted cash flow.
The criterion of the discounted cash flow method is widely used in the
market for business valuation, determining feasibility studies,
purchase, sale, merger and IPO companies because it allows for the
proper measurement of the expected return on investment for the
investor. Below, we present a brief description of this criterion.
To calculate the future cash flow generated by a company's

operations, we initially project its statement of income. To the
projected net profits calculated, expenses with depreciation and
amortization expenses are added (as they are expenses without an
impact on cash generation) and investments and the need for
projected working capital. Projected turnover. Other items with an
impact on the company's cash flow are also considered when
appropriate.
It is worth emphasizing that the net income calculated in the

projections of income is not directly comparable with the accounting
net income to be determined in the future in subsequent years. This
occurs, among other reasons, because the net income realized is
affected by non-operating or nonrecurring facts, such as occasional
and/or non-operating income and expenses etc. These factors are not
projected due to their unpredictability.
Moreover, it should be noted that when using the "cash flow to the
firm" (or "free cash flow") approach in projecting profits, revenue and
interest expenses are not projected. In that approach, cash flows
available to all capital providers (i.e., both shareholders and creditors)
are projected.
The projection of statements of income for the future is intended only

for the purpose of calculating the projected cash flow of the company
being valuated, which includes future cash flows to be available for
shareholders and creditors. What is intended to be determined is the
ability to generate cash flows arising from the company's normal
operations, i.e., its potential to generate wealth for capital providers as
a result of its operating features.
Description of the discounted cash flow method
The discounted cash flow criterion has its grounds in the concept that
the value of a company or business is directly related to the sums and
to the times in which the free cash flows, originating from its
operations, will be available for distribution. Therefore, for the
shareholders the value of the company is measured by the sum of
financial resources to be generated in the future by the business,
discounted at their present value, to reflect the time, the opportunity
cost and the risk associated with this distribution.
This criterion also captures the value of intangible assets, such as
brand, customer portfolio, product portfolio and market share, to the
extent that this value is reflected in the ability to generate results.
For the purposes of this study, it is assumed that 100% of the surplus
cash will be available for distribution at the time it is generated.
24
Projected annual cash flows are discounted using the Weighted

Average Cost of Capital (WACC), which already incorporates the
impacts of projected indebtedness in income taxes by taking into
account the cost of debt after taxes in its calculation. The discounted
cash flows are then added to obtain the value of the business.
To determine the assessed value of the company, and therefore the

market value of its shares, the debt is deducted from the calculated
value of the business on the reference date.
All non-operational assets and liabilities are then added/deducted on

the reference date of the value study. Any contingencies and/or other
extraordinary, non-operational payments identified are also deducted.
Note that, when the cash flow to equity method is used, flows are
discounted at own capital cost, normally calculated based on CAPM
(Capital Assets Pricing Model) methodology. In this case, the evaluated
companys loans and financing value is not deducted from its value and
financial expenses and income are projected in cash flow.
However, due to the great difficulty of estimating parameters for long

periods, it is market practice to consider a projection horizon of a few
years, according to the characteristics of the business valuated and at
the end of that period, add a residual value.
In the value present study, according to the Company's characteristics,

it was considered a 10-year forecast period from the base date of
December 31, 2015.
The value of perpetuity was calculated as follows:
Perpetuity value at
the end of last year
of the projection
Free cash flow of

normalized last year
=
(Discount rate Growth

rate in perpetuity)
FCn x (1+g)
=
(i-g)
Projection horizon and residual value
From a theoretical point of view, with a view to continuity of business

operations measured, the projection horizon would extend to infinity or
for long periods.
25
A brief diagram of the discount to present value is present below:
Terminal value
Perpetual cash flow grows constant or
zero rate
Cash flow horizon explicit projection
Adjustment
s
Present value of
terminal value
Market value of
analyzed company
CFN
CF
CFN + 1
CF3
CF2
Present value of
projected cash
flows
CF1
.................
.........
.........
N+1
Projected horizon
.................
Perpetuity
Discount rate
Firm: Cost of debt (WACC)
Equity: Cost of equity (CAPM)
26
Contents
V. Methodology
VI. Discount rate
VII. Assumptions
Appendix
27
VI. Discount rate (1/4)

Discount rate
Ke
Cost of Equity
=
Establishing the discount rate is a fundamental stage of the economic

valuation. This single factor reflects aspects of a subjective nature,
varying from one investor to another, such as cost of opportunity, and
the individual perception of investment risk.
Rf / (1+Ia) * (1+ lb)

+
The Weighted Average Cost of Capital (WACC) used was an

appropriate parameter to calculate the discount rate to be applied to
the Companys cash flows. The WACC methodology considers a
variety of financing components used by companies to finance their
cash needs, including debt and equity cost.
x (E[Rm] Rf)
+
Rb
+
Rs
WACC = (E/(E + D))*Ke + (D/(E + D))*Kd

Where:
E = Total Equity;
D = Total Debt;
Ke = Cost of Equity; e
Kd = Cost of Debt.
The cost of equity may be calculated with the Capital Assets Pricing
Model (CAPM). The equity cost is calculated according to the following
formula:
Rf = Average Risk-Free Return;

= Beta - Market Risk Coefficient ;
E[Rm] = Average Long Term Return Obtained in the Stock Market;
E[Rm] - Rf = Market premium;
Rb = Country Risk;
Rs = Size premium;
Ia = USA Long Term Inflation;
Ib = Brazil Long Term Inflation;
28
The components used to calculate the discount rate of the Company

are detailed as follows:
Risk free rate (Rf)
In order to quantify the average risk free return (Rf), we considered the
average return of the American 30-year Treasury Bond (T-Bond) for 24
months before March 24, 2016, which was 3.0%. (source:
Bloomberg).
Inflao americana (Ia)
Beta Calculation
For the long term stock market risk premium (E[Rm] Rf), we used
the average return above the Treasury Bond rate provided by investing
in the American stock market from 1928 to 2015, which was 4.5%
(source: Aswath Damodaran website).
Country Risk (Rb)
To estimate the risk associated with Brazil (Rb), we used the average
difference between the yield of the Global-Bond 37 in relation to the TBond performance, from the 24 months before the base date of March
24, 2016, which was 3.1% (source: Bloomberg).
The following procedure is used for obtaining the betas:

Identification and selection of comparable companies;
Market Risk Premium (E[Rm] - Rf)
For the projected American inflation, the long term inflation rate was
considered, as of March, 2016. The rate used was 1.8%. (source:
Economist).
Determining their correlations with relevant stock markets; and

Calculation of average betas, which will be used in determining the
risk of companies.
It is important to note that the betas observed in capital markets for

comparable companies include the different degrees of leverage of
these companies. Thus, it is necessary to extract the leverage factor to
calculate the specific risk factor by the market on the operational risks
inherent in the business.
For this purpose the following formula is used:
Where:
Size Premium
For the Companys size premium it was considered the rate of 1.0%, a
rate applied to the same-sized companies. (source: Ibbotson
Associates, 2015).
Brazilian Inflation (Ib)
The Brazilian long term projected inflation rate was considered, as of

March 24, 2016 according to Relatrio Focus (source: Banco Central do
Brasil). The rate used was 5.1%.
d = /[1 + (1 T)*(D/E)]
d = Unlevered Beta share risk of comparable companies,

regardless of their leverage;
= Levered Beta share risk of comparable companies, adjusted
by leverage;
T = Tax rates for income tax and social contribution; and
D/E = Debt / Equity of each comparable.
29
The following formula is used to releverege beta:
Cost of debt (Kd)
r = d*[1 + (1 T)*(D/E)]
The cost of debt indicates the cost of the loans made to project
financing. In general terms, it is determined by the following variables:
The current level of interest rates;
Where:
The delinquency risk of companies; and
r = Levered Beta - to be used as a basis for calculating the cost of

financing;
Tax benefits associated with financing (debt).
d = Unlevered Beta share risk of comparable companies;
= Levered Beta calculated in the two-year period, average

weekly;
The rates of income tax and social contribution have direct influence
on the cost of debt, since these payments are tax deductible.
Thus, the cost of debt is calculated by the following formula:
T = Income tax and social contribution, as the effective rate of

company analyzed; e
D/E = Debt / Equity of the analyzed company.
The calculation of Cetips beta is shown below:

Comparables
Ticker
Cetip S.A. - Mercados Organizados
Levered Beta
Tax rate
Unlevered Beta
0.9
1.3%
26.1%
0.9
ASX Ltd.
ASX AU Equity
1.3
0.0%
29.5%
1.3
CME Group Inc.
CME US Equity
0.7
3.0%
36.4%
0.7
LS4C GB Equity
1.0
5.9%
30.5%
1.0
2.6%
30.6%
Average
1.0
Where:
Kd = Cost of debt;
Debt to
Equity
CTIP3 BZ Equity
London Stock Exchange Group
Kd = RD * (1 T)
RD = Debt rate;
T = Tax rate of income tax and social contribution.
1.0
Source: Bloomberg for the base date March 24, 2016.
Relevered Beta
Beta
D/E
Tax
Relevered Beta
1.0
2.6%
34.0%
1.0
Source: Bloomberg for the base date March 24, 2016.
30

Cost of debt (Kd)
For the purposes of cost of debt, it was considered a nominal cost of

debt before tax of 12.0%, based on the long-term interest rate (Selic),
plus a 1.0% of spread. After tax effect the cost of debt is 7.9%.
Capital Structure
The capital structure adopted was based on the capital structure of

comparable companies (market participants).
Discount Rate Calculation
The following table shows the calculation of the WACC:
Discount rate
Cetip
Risk free (US$ nominal) (source: Bloomberg)

US inflation (source: Economist)
Brazilian inflation (source: BACEN)
Relevered Beta
Expected return on the market (source: Damodaran)
Country risk premium (Global 37) (source: Bloomberg)
Size premium (source: Ibbotson Associates, 2015)
CAPM - nominal - Ke (a)
3.0%
1.8%
5.1%
1.0
4.5%
3.1%
1.0%
14.8%
Cost of debt
Tax
Kd after tax - nominal - Kd (b)
12.0%
34.0%
7.9%
WACC
% common equity capital in the capital structure ( c )
% of debt capital in the capital structure ( d )
WACC nominal = (a*c) + (b*d)
97.5%
2.5%
14.7%
31
Contents
V. Methodology
VI. Discount rate
VII. Assumptions
Appendix
32
VII . Assumptions (1/6)

General Assumptions
General assumptions
The general assumptions adopted in the study of the Companys

economic value were based on information provided and analyses
prepared in accordance with market data, obtained from recognized
sources.
Currency and data base for the forecast
The forecasts were prepared using the Brazilian Real as the currency
and were prepared in nominal terms (considering the effects of
inflation), for the base date December 31, 2015.
Forecast horizon
From a theoretical point of view, given the continuity of the Companys

operations, the forecast horizon extends over very long periods.
However, given the difficulty in estimating the parameters for long
periods, a specific forecast horizon has been considered for a certain
number of years, in accordance with the characteristics of the
Company, and a terminal value added at the end of this period.
The forecast horizon adopted was from January 2016 to December
2025 and the estimated terminal value was made based on cash flows
into perpetuity normalized for the operations in 2025.
Thus, in order to simplify the calculations, the average flow between

the beginning and end of each period forecast was selected to
discount the cash flows.
Discount rate:
The discount rate was forecast in accordance with the WACC method
(Weighted Average Cost of Capital), in nominal terms, at 14.7% p.a.
Growth rate into perpetuity:
To calculate perpetuity, long term inflation in Brazil, and Brazilian long

term GDP were added as g growth of 7.1%.
Value into perpetuity:
The terminal value was calculated based on a perpetual future cash

flow, based on the normalized value of the estimated cash flow for the
last year of the forecasts.
Adjustments:
Non operational assets and liabilities were not considered in the

Companys free cash flow forecasts. Its balances, when appropriate,
were treated separately.
Discounted cash flows over time
A companys cash inflows and outflows occur over time during its
business cycles. Consequently, the calculation of the present value of
the cash flows generated over a specific time should discount the
individual expenses and income, considering the different dates they
occur. Thus, the cash generated at the start of the year should be
discounted for less time that the cash generated at the end of the
year.
33

Specific assumptions
Revenue
Revenue consisted of two large divisions:
i.
UTVM Securities Unit, the original Cetip, which includes services

related to the Register, Deposit, Liquidation of Financial Assets and
Securities, and Organized over the counter market.
ii.
UF Financing Unit, previously GRV, responsible for the

administration of the national system for vehicle liens and
registration of vehicle financing contracts.
iii.
Fixed income: bank funding instruments, real estate market

instruments;
Derivatives; and
Others
3,000
Register revenue composition (R$ MM)

2,500
New projects
(i) UTVM Securities Unit
The revenue from registration services was segregated as follows:
2,000
The UTVM revenue was forecast according to the expectations of

BM&FBOVESPA and its advisors. UTVM income is segregated as
follows:
3,000
1,500
1,000
UTVM revenue composition (R$ MM)

500
2,500
2,000
2016
2017
2018
2019
2020
Fixed income
1,500
2021
2022
Derivatives
2023
2024
2025
Others
1,000
500
2016
2017
Register
2018
2019
Custody
2020
2021
Transactions
2022
2023
Utilization
2024
2025
Others
34

Custody revenue was segregated as follows:
(ii) UF Vehicle Financing Unit
Debentures;
Bank funding instruments;

Derivatives and structured operations; and
The UTVM revenue considers the expectations of market analysts and

those of BM&FBOVESPA and is segregated as follows :
Financial revenues composition (R$ MM)
3,000
Maintenance of consignors
2,500
2,000
Custody revenue composition (R$ MM)

3,000
1,500
2,500
1,000
2,000
500
1,500
2016
2017
2018
2019
2020
2021
2022
2023
2024
2025
1,000
SNG
500
2016
2017
2018
2019
2020
2021
2022
2023
2024
Debentures, fund shares & others
Bank funding instruments
Derivatives and structure operations
Consignors maintenance
Sircof
Market data and developing solutions
Real estate segment
Others
SNG: System for Custody of Information on inclusions and exclusions

of liens provided by to the Traffic entities by Users. It enables financial
institutions to gain custody of the asset given in guarantee for the
vehicle financing operation, through the efficient electronic register of
liens.
Sircof: The Contracts System is a complete Solutions platform,

consisting of revenues, custody and transmission of information and
vehicle financing contracts to the state traffic institutions.
2025
35

Market data and developing solutions: Access to platforms:
3000
Cetip | InfoAuto: loan platform through which financial institutions

can gain access to vehicle data using a CPF, in real time.
2500
2000
Cetip | Vehicle Reports: analytical information on the operation

performed by the client using the National Lien System SNG.
1500
Cetip Performance: System to identify the financing potential for

each resale, determine goals for the sales team and accompany
their performance throughout Brazil.
New projects revenues composition (R$ MM)
1000
500
Real estate segment: services that refer to assessing real estate.
(iii) New projects
2016
Projects - CCP and Icelink
Refers to revenue from new projects, according to Cetip

managements expectations, and informed to BM&FBOVESPA
Administration. The inclusion of income from these new products is
considered as from 2020, with a more conservative growth rate than
that forecast by Cetip management, aligned with the expectations of
the markets in which the Company intends to operate (Fixed income,
vehicles and real estate).
2017
2018
2019
2020
2021
2022
Projects - Vehicles
2023
2024
2025
Projects - Real estate
Indirect tax
Indirect taxes refer to ISS, PIS and COFINS. For 2016 the historic rate
of 17.4% was used. As from 2017, a reduction of 3 percentage points
to ISS was considered only for UTVM revenues, as a result of moving
the various services to the location in Barueri-SP, which resulted in
the rate of 14.4%. The ISS rate for the UF revenue remained
unaltered.
Taxes
Direct taxes refer to corporate income tax (IRPJ) and Social

Contribution on Net Profit (CSLL). The rates used were those
permitted by tax legislation in force:
Income tax: 15% on profit before tax, plus additional of 10% on

taxable profit in excess of R$ 240,000 per annum; and
Social Contribution: rate of 9% on profit before tax.
36

Operational expenses
Interest on own capital
Expenses such as personnel, hire of equipment and systems, third

party fees, maintenance and general administrative expenses, were
forecast and corrected using the IPCA, plus 2% for real growth.
Cleaning, maintenance of machinery and equipment, reception, safety,

security, press relations and marketing, recruitment and selection,
other operational income and expenses were corrected by the IPCA.
Fees and taxes, FENASEG costs and credential registration fees and
other services were estimated based on a fixed percentage of net
revenue with reference to the percentage registered in 2015.
The expenses for new projects were forecast as from 2020 based on
an average percentage of revenue from new projects of 24% p.a. in
accordance with the business plan for existing products.
Operational expenses brak-down (R$ MM)
3,000
Stock related
statements)
1,000
Third party service
Others
2020
2021
2022
2023
matching
(source:
financial
Cetip introduced a new stock related compensation program as from

2016, whereby employees have the option to acquire the companys
shares and with this adhesion the Company makes an equal
contribution (matching) in shares or in cash. This expense was
estimated based on Cetips expectations of costs of R$2,500,000 per
annum, corrected by the IPCA.
The forecast indicators were calculated for working capital for

operational assets and liabilities (drivers), based on net operational
revenue and operational expenses for the year 2015.
The following table presents the applications and sources for the
working capital and respective drivers:
500
2019
Based on historic published financial information, the historical balance

sheet accounts of Cetip were analyzed and subsequently, the balances
for these accounts were classified between operational and non
operational assets and liabilities.
1,500
2018
plan
2,000
2017
compensation
Working capital
2,500
2016
In accordance with the policy approved by Cetip at the end of 2015,

payment of interest on own capital was considered (TJLP on
shareholders equity), limited to 50% of profit for the period or 50% of
the revenue reserve, less 15% for tax on the income earned by the
shareholder.
2024
2025
Personnel expenses
General and administrative expenses
Project expenses
37

Working capital
Driver
Days
Applications
Cash and cash equivalents
Accounts receivables
Taxes and contributions
Prepaid expenses
Other credits
Days
Days
Days
Days
Days
of
of
of
of
of
Revenues
Revenues
Revenues
Expenses
Revenues
0.8
37.6
20.4
7.6
4.7
Sources
Suppliers
Labor liabilities and charges
Taxes payable
Income tax and social contribution
Revenues to be recognized
Other obligations
Days
Days
Days
Days
Days
Days
of
of
of
of
of
of
Expenses
Expenses
Revenues
Revenues
Revenues
Expenses
67.1
73.4
5.8
2.7
24.6
0.2
The depreciation charges were calculated based on the deprecation of

fixed assets held at the base date.
Presented below is a table with the forecast depreciation charges:
D&A - R$ MM
D&A
2016
2017
2018
2019
2020
2021
2022
2023
2024
2025
94
101
107
113
119
126
132
139
146
154
Capex
Refer to the investments necessary to ensure the continuity and

maintenance of Cetips productive capacity.
The assumption adopted was reinvestment of the depreciation of

assets held at the base date for the study and new investments, with
the amounts presented below:
Capex - R$ MM
2016
2017
2018
2019
2020
2021
2022
2023
2024
2025
Capex
150
134
130
125
119
126
132
139
146
154
38
Contents
V. Methodology
VI. Discount rate
VII. Assumptions
Appendix
39
VII . Economic valuation (1/3)

Discounted cash flow - Cetip
Income Statement
The projections of the Cetips results for the January 2016 to December 2025 period are presented, based on the assumptions described earlier:
Incom e Statem ent - R$ MM

Net revenue
1,266
EBITDA
% EBITDA Margin
EBIT
% EBIT Margin
(-) Income tax and social contribution
Net Profit
2016
2017
1,436
2018
1,585
2019
1,748
2020
2,295
2021
2,512
2022
2,748
2023
3,006
2024
3,291
2025
3,604
(368)
(399)
(430)
(462)
(595)
(636)
(678)
(724)
(773)
(825)
898
71.0%
1,037
72.2%
1,155
72.9%
1,286
73.6%
1,700
74.1%
1,877
74.7%
2,069
75.3%
2,283
75.9%
2,518
76.5%
2,780
77.1%
(94)
(101)
(107)
(113)
(119)
(126)
(132)
(139)
(146)
(154)
804
63.5%
936
65.2%
1,048
66.1%
1,173
67.1%
1,581
68.9%
1,751
69.7%
1,937
70.5%
2,143
71.3%
2,372
72.1%
2,625
72.8%
(273)
(318)
(356)
(399)
(537)
(595)
(659)
(729)
(806)
(893)
531
618
692
774
1,043
1,156
1,279
1,415
1,565
1,733
40

Cash Flow
Based on the assumptions used, the nominal discount rate of 14.7% (see Appendix I - Discount Rate Analysis) and information provided by
Management, were projected operational free cash flows and discounted to present value, considering the base date December 31, 2015.
Discounted cash flow - R$ MM
2016
2017
EBIT
804
936
(273)
(318)
(356)
(399)
(537)
(595)
(659)
(729)
(806)
(893)
(956)
94
101
107
113
119
126
132
139
146
154
165
(-) Income tax and social contribution

(+) D&A
(+/-) Investment in w orking capital
(-) Capex
(+) Tax effect of the payment of interest on equity (*)
Free cash flow
2018
1,048
2019
1,173
(3)
(1)
(2)
(150)
(134)
(130)
(125)
25
25
25
25
2020
1,581
2021
1,751
2022
1,937
2023
2,143
2024
2,372
2025
2,625
(4)
(5)
(6)
(7)
(5)
(119)
(126)
(132)
(139)
(146)
(154)
(165)
24
24
24
23
23
23
25
1,876
499
606
693
786
1,070
1,176
1,298
1,433
1,583
1,749
14.7%
14.7%
14.7%
14.7%
14.7%
14.7%
14.7%
14.7%
14.7%
Discount period
0.93
0.81
0.71
0.62
0.54
0.47
0.41
0.36
0.31
0.27
Discounted cash flow
466
493
492
487
578
554
533
513
494
476
Sum of the discounted cash flow s

Perpetuity grow th ( "g")
Present value of perpetuity
Entreprise value
5,087
7.1%
6,778
11,865
Non-operating assets and liabilities (**)

Equity value
2,813
(3)
14.7%
Discount rate
Perp.
(6)
11,860
Sensibility
Equity value
price per share
Base-date: 12/31/2015
n of shares
-4,75%
11,296
42.67
Mid point
11,860
44.80
+4,75%
12,423
46.93
264.7
Source: Financial Statements - December 2015
(*) Considering only the net effect of the tax benefit.
Perpetuity = [( free cash flow 2025 x (1 + g)) / (WACC g)]

g = 7,1%
41

(**) Non operating assets and liabilities to equity value
Assets [a]
Summary Report
1,531
Financial applications - free

Financial applications - free and related
Derivative financial instruments
Judicial deposits
Prepaid expenses
Exercise of stock options (*)
Buildings
Investments
Deferred income tax and social contribution
Other credits
802
249
121
0
3
119
28
16
192
2
Liabilities [b]
(1,537)
Dividends and interest on equity payable
(110)
Dividends and interest on equity payable - announced in 2016
(107)
Issued debentures
(520)
(782)
Derivative financial instruments
Based on the scope of this Report, and subject to the assumptions,

restrictions and limitations described here, we estimate the fair
value of Cetip, as below:
Equity Value
(R$ MM)
Economic value
42.67
per share (R$)
11,296
12,423
46.93
Note: Considered the number of 264,716,860 shares (262,978,823 outstanding +

4,900,800 open, regarding stock option - 3,162,763 treasury) net of treasury
shares, as FS of 2015 reviewed by independent auditors.
(12)
Provision for contingencies and social obligations
(6)
Total non-operating assets and liabilities [a] + [b]
(6)
(*) For the recognition of the conversion of stock options issued and not exercised by
December 31, 2015, was considered the exercise of 4,900,800 granted and valid actions
on the valuation date based on the updated exercise price as reported by Cetips
management.
We conclude that the estimated economic value of Cetip shares is

between R$ 42.67 and R$ 46.93 estimated by the methodology of
discounted cash flow and the equity value is between R$ 11,296
millions and R$ 12,423 millions.
42
Contents
V. Methodology
VI. Discount rate
VII. Assumptions
VIII. Economic and financial valuation
Appendix
2. Appendix II Important Notes
43
Appendix I Glossary (1/2)

BACEN
Central Bank of Brazil (Banco Central do Brasil)
BS
Balance Sheet
CAGR
Compounded Annualy Growth Rate
CAPM
Capital Asset Pricing Model
COFINS
Contribution for Social Security Financing (Federal Tax Over Revenues)
Company
Cetip S.A. Mercados Organizados
Client
BM&FBOVESPA S.A. Bolsa de Valores, Mercadorias e Futuros
CVM
Securities and Exchange Commission
EBIT
Earnings Before Interest and Tax
EBITDA
Earnings Before Interest, Tax, Depreciation and Amortization
Free Float de shares
Number of shares free to be traded on the market
FS
Financial Statement
GAAP
Generally Accepted Accounting Principles
GDP
Gross Domestic Product
IBGE
Brazilian Institute of Geography and Statistics (Instituto Brasileiro de Geografia e Estatstica)
IPCA
Brazilian Consumer Price Index (ndice de Preos ao Consumidor Amplo)
IS
Income Statement
ITS
Quarterly Financial Statement
44
Appendix I Glossary (2/2)

Law 6.404/76
Law 6,404 of December 15, 1976 , which provides for the Corporation in Brazil
MPEEM
Multi Period Excess Earnings
OS
Ordinary shares
On stand alone basis
Term adopted to assume that the company operates independently
PIS
Brazilian Social Integration Program (Programa de Integrao Social)
PS
Preffered shares
Report
This Valuation Report , dated April 11, 2016
SELIC
Brazilian Interest Rate (Sistema Especial de Liquidao e Custdia)
Ticker
Action Code traded on BM&FBOVESPA
WACC
Weighted Average Cost of Capital
45
Appendix I Important Notes (1/3)
This Report is a free translation into English (requested by the Client)

of the report issued in Brazilian Portuguese. If there are any
discrepancies or differences between the versions, the version in
Portuguese will prevail.
The report was prepared by KPMG Corporate Finance Ltda. (KPMG),

requested by BM&FBOVESPA, in accordance with the rulings
applicable from Law 6,404/76 (Corporate Law), in order to issue the
Economic Valuation Report of Cetip S.A. Mercados Organizados,
based on the method of discounted cash flow, at the base date
December 31, 2015.
This report does not constitute a judgment, opinion, proposal, request,

suggestion or recommendation to management or the Clients
shareholders, or to any third party, as to the convenience and
opportunity, or as to the decision to approve or participate in the
Operation. This Report, including its analyses and conclusions (i) does
not constitute a recommendation to any member of the Management
Board, or any of the Clients shareholders, or any of its subsidiaries as
to how to act or vote for any issue related to the Operation; and (ii)
cannot be used to justify the right to vote of any individual on this
matter, including the Clients shareholders.
The shareholders should perform their own analyses in relation to the
convenience and opportunity to accept the Operation, and should
consult their own financial, tax and legal advisors, to form their own,
independent opinions on the Operation. This Report should be read
and interpreted in light of the restrictions and qualifications previously
stated. The reader should take into consideration in his analysis the
restrictions and characteristics of the sources of information used.
Neither KPMG, nor any other of its partners, employers or workers
declared or guaranteed, expressly or tacitly, the accuracy and
completeness of this Report, and furthermore, do not provide advice of
any nature, such as legal or accounting. The content of this report is
not and should not be considered to be a promise or guarantee in

relation to the past or future, or as a recommendation for the price of
the Operation.
KPMG highlights that the valuation of the Companies was performed

on a stand alone basis, and does not consider any synergies or
correlated elements.
Assuming that the price of the shares within the ambit of the
Operation will observe the rulings in Corporate Law, KPMG did not
and does not make any recommendation, explicit or implicit, and does
not express any opinion with respect to defining the final price of the
Shares within the ambit of the Operation or with respect to the terms
and conditions of any operation involving the Company, or any of its
subsidiaries.
As established in Corporate Law, the information included in the

Report was based on the audited financial statements of the
Companies and the quarterly financial information, management
information related to Cetip presented by Client Management and
information available to the public in general obtained from public
sources.
The information presented to KPMG includes public sources that

KPMG considers reliable, however, KPMG did not undertake an
independent investigation of this information, and does not assume
responsibility for the accuracy, precision and sufficiency of this
information. The base date used for the Assessment Report is
December 31, 2015.
The Client, through appointed professionals, provided information on

data, forecasts, assumptions and estimates related to Cetip, and its
operations markets, used in this Report.
During the course of our work, we performed analysis procedures that

we considered appropriated within the context of the work. However,
46

KPMG did not assess the completeness, sufficiency and accuracy of
the information provided. Any errors, alterations or modifications to
this information could significantly affect KMPGs valuation.
We also highlight that the work does not constitute an audit in

accordance with generally accepted auditing standards, or any other
form, and therefore, should not be interpreted as such.
The scope of the work proposed does not represent any obligation by
KPMG to detect frauds in the Cetip operations, processes, registers or
documents.
The scope of this report does not include determining the economic
values of any of the Companies contingencies. Therefore, with
respect to such items, we have based our work on information and
analyses made available by the Client and its legal advisors, as such,
KPMG is not responsible for the results of these services.
Also, the scope of this report does not include the assessment of nonoperating fixed assets and fixed assets individually of Cetip.
In order to prepare this report, KPMG presupposes the reliability,

expressly given by the Client, with respect to the accuracy, contents,
completeness, sufficiency and integrity of all of the data that was
provided or discussed, such that we do not assume, nor did we
undertake a physical inspection of any assets or properties, and did not
prepare or obtain independent assessments of the Companies assets
or liabilities, or the solvency of such, and considered the information
used in this report to be consistent, and the Client is responsible,
together with its agents, partners and employees, for all of the
information provided or discussed with KPMG.
The information that refers to data, forecasts, assumptions and

estimates, related to Cetip and its operations markets, used and
included in the Report, is based on certain groups of reports and
presentation lay-out, which could differ considerably in relation to the
group of accounts presented by the Client for purposes of preparing
the financial statements or quarterly financial information, made
available to the public. This procedure was adopted to enable the
forecasts presented to be consistent with the group of accounts
reported in the management financial information presented. Any
differences in the groups of accounts do not have an impact on the
results.
Except if expressly stated otherwise, in writing in notes or specific

references, all of the previous information, market information,
estimates, forecasts and assumptions, included, considered, used or
presented in this Report refer to that presented by the Client to KPMG.
Neither KPMG nor its representatives declare, guarantee or express

their opinion, explicitly or implicitly, as to the accuracy, completeness
or viability of any forecasts or assumptions on which they are based.
This report was prepared according to the economic conditions of the

market, amongst others, available on the date it was prepared, such
that the conclusions presented are subject to variations as a result of a
range of factors.
The sum of the individual values presented in the Report may differ
from the sum presented, as a result of rounding of the amounts
involved.
The range in the Company's value is limited to a range of 10% to be in

accordance to the requirements of Annex III, item II of CVM
Instruction 361.
47
The market is aware that every assessment prepared using the

discounted cash flow method represents a significant degree of
subjectivity, given that they are based on future expectations, which
may or may not occur. It should also be noted that all or any of the
assumptions for financial valuation models based on discounted cash
flows can alter the value obtained for the company, brand or asset
being assessed. These possibilities do not constitute errors in the
valuation and are recognized by the market as part of the nature of the
valuation process using the discounted cash flow method.
There are no guarantees that the assumptions, estimates, forecasts,
partial or total results or conclusions used or presented in the Report
will in fact occur or be registered, in full or in part. The Companys
future results may differ from those in the forecasts, and these
differences may be significant, and may result from various factors,
including, but not limited to, changes in market conditions. KPMG does
not assume any responsibility for these differences.
The services proposed may be informed and supported by legal norms
and regulations, within this context, we highlight that our legislation is
complex and often the same ruling can be interpreted in more than
one way. KPMG seeks to keep up to date in relation to the different
interpretative currents, to ensure it is able to perform an extensive
assessment of the alternatives and the risks involved. Thus, inevitably
there will be interpretations of the law that differ from ours. Within
this context, neither KPMG nor any other firm, can provide Client
management with total assurance that it will not be questioned by
third parties, including tax investigation agencies.
alterations, required as a result of these acts, will have adverse equity

effects for the Client or will reduce the benefits to the Client sought
from the Operation.
The information herein, related to the accounting and financial position

of the Companies, and the market, is that available at December 31,
2015, depending on the case. Any change in these positions could
affect the results of this report. KPMG does not assume any
obligation to up date, review or correct the report, as a result of
differences in information subsequent to April 11, 2016, or as a result
of any subsequent event.
This Report should be read and interpreted considering the restrictions

and qualifications stated above. The reader should take into
consideration in his analysis the restrictions and characteristics of the
sources of information used.
This Report can not be distributed, copied, published or used in any

other form, and can not be filed, included or referred to in part or
totally in any document without prior consent from KPMG, liberating
its use by third parties interested in the Operation, within the strict
terms of Corporate Law.
Presentation of this report concludes the services stated in our

proposal.
To undertake this work, KPMG assumed that all of the government

and regulatory approvals or any other approvals, as well as any
exemptions, amendments or renegotiation of contracts necessary for
the business considered were or will be obtained, and that no
48
2016 KPMG Corporate Finance Ltda., a Brazilian limited liability company and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (KPMG
International), a Swiss entity. All rights reserved. Printed in Brazil.

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BM&FBOVESPA S.A.

I. Executive Summary (1/3)

BM&FBOVESPA S.A. Bolsa de Valores, Mercadorias e Futuros

BM&FBOVESPA and CETIP will be jointly named hereafter as

BM&FBOVESPA, according to a material fact released on February 19,

According to that, BM&FBOVESPA intends to conduct the Operation

In this sense, to meet the requirements of Clause 264 of Law No.

We used the audited consolidated financial statements of the

In addition, public market information were used, in order to analyze the

KPMG analyzed including the information available to the general public

We had access to Cetip projections in a limited way. We used

I. Executive Summary (2/3)

We emphasize that this report is based on the position of the

On March 3, 2016, Cetip announced to the market a dividend payment

On March 21, 2016, Cetip announced to the market a JCP gross

Risk free (US$ nominal) (source: Bloomberg)

We use the criterion of discounted cash flow, which we consider to be

The discount rate was estimated according to the methodology of

I. Executive Summary (3/3)

Based on the scope of this Report, and subject to the assumptions,

Note: Considered the number of 264,716,860 shares (262,978,823 outstanding +

We conclude that the estimated economic value of Cetip shares is

Fabiano Goulart Delgado

I . Information about the appraiser (1/5)

Restructuring (services of companys restructuration and consulting

Consulting in PPPs (services related to public private partnerships);

Consulting for financing for private companies;

Consulting related to merger and acquisitions;

KPMG is a global network of professional services firms providing

In Brazil, the area of Deal Advisory, deliver the following professional

Transaction Services (due diligence services during acquisitions);

The Corporate Finance segment of KPMG International member firms

Internal process of approval of the report

The economic valuation of Cetip was performed by a team of qualified

Identification and qualification of the involved professionals

Fernando Afonso C. S. B. Mattar, Gabriel Carracedo and Fabiano

I . Information about the appraiser (2/5)

KPMG Corporate Finance declares, in April the 11th, 2016, that:

There is no conflict of interest that impairs the necessary

For the services referring to the preparation of this Report,

On the date of this Report, in addition to the relationship concerning

In addition to the relationships related to the operation mentioned

Due diligence, financial, fiscal and labor in the total amount of

Advice on the allocation of pre-purchase price (pre-PPA) in the

I . Information about the appraiser (3/5)

Partner, Corporate Finance Valuation Services, Brazil

Post Graduation in Business Administration Fundao Getlio Vargas FGV/ SP

Gabriel Chamadoira Carracedo

Director, Corporate Finance Valuation Services, Brazil

Post Graduation in Finance iBMEC/ SP

Banking, Telecommunications and IT (software and hardware), Entertaining, Publishing, Aviation,

I . Information about the appraiser (4/5)

Fabiano Goulart Delgado

Manager, Corporate Finance, KPMG Curitiba - Brazil

Specialization in Controllership at UFPR-PR

I . Information about the appraiser (5/5)

Banco Santander S.A.

Economic and Financial Valuation

Economic and Financial Valuation

Economic and Financial Valuation

Economic and Financial Valuation

Banco Santander S.A.

Com panhia De Bebidas Das

Extraordinary Shareholders' Meeting - 05.20.2016 - Appraisal Report KPMG (Cetip)

Extraordinary Shareholders' Meeting - 05.20.2016 - Appraisal Report KPMG (Cetip)