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BM&F BOVESPA PRESENTATION Oct 2008. Forward Looking Statements
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BM&F BOVESPA PRESENTATION Oct 2008
Forward Looking Statements This presentation may contain certain statements that express the management’s expectations, beliefs and assumptions about future events or results. Such statements are not historical fact, being based on currently available competitive, financial and economic data, and on current projections about the industries BM&FBovespa S.A. works in. The verbs “anticipate,” “believe,” “estimate,” “expect,” “forecast,” “plan,” “predict,” “project,” “target” and other similar verbs are intended to identify these forward-looking statements, which involve risks and uncertainties that could cause actual results to differ materially from those projected in this presentation and do not guarantee any future of BM&FBovespa S.A. performance. The factors that might affect performance include, but are not limited to: (i) market acceptance of BM&F Bovespa SA services; (ii) volatility related to (a) the Brazilian economy and securities markets and (b) the highly-competitive industries that BM&FBovespa S.A. operates in; (iii) changes in (a) domestic and foreign legislation and taxation and (b) government policies related to the financial and securities markets; (iv) increasing competition from new entrants to the Brazilian markets; (v) ability to keep up with rapid changes in technological environment, including the implementation of enhanced functionality demanded by BM&FBovespa SA customers; (vi) ability to maintain an ongoing process for introducing competitive new products and services, while maintaining the competitiveness of existing ones; (vii) ability to attract new customers in domestic and foreign jurisdictions; (viii) ability to expand the offer of BM&FBovespa S.A. products in foreign jurisdictions. All forward-looking statements in this presentation are based on information and data available as of the date they were made, and BM&F Bovespa SA undertakes no obligation to update them in light of new information or future development. This presentation does not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities where such offer or sale would be unlawful prior to registration or qualification under the securities law. No offering shall be made except by means of a prospectus meeting the requirements of the Brazilian Securities Commission CVM Instruction 400 of 2003, as amended.
Feb Aug May Sep Timeline 2007 – Demutualizations and IPOs Oct Nov 30th 26th 28th 20th BM&F Demutualization Bovespa Demutualization BM&F´s IPO Bovespa´s IPO 2008 - Integration Jun Aug 8th 19th 20th 20th 29th 18th Final Staff and Layoffs Integration Initiation Talks General Meeting Top Mgmt Nomination Chairman and CEO Nomination First Trading day of the new ticker: BVMF3 Nov 28th General Meeting to incorporate BVSP and CBLC
Business Model Complete Array of Services Cash Market Trading Derivatives Clearing and Settlement Market Data Indices Licensing Software Licensing Listing Securities Lending Depository Custody High Competitive Edge
Gross Operating Revenues Breakdown 2Q08 1Q08 Trading andClearing FeesBM&F 31.5% Trading andClearing Bovespa 52.6% Trading andClearing Bovespa 55.7% Trading andClearing Fees 34.0% R$ 483.6 Million R$ 437.6 Million Others Bovespa 8.3% Others Bovespa 9.2% OthersBM&F 1.4% OthersBM&F 1.8% Vendors andOthers 2.7% Vendors andOthers 2.8%
Regulation in Brazil demands that all trades carried in exchanges must be matched at the beneficial owner level Internalization of orders is not allowed Our clearing houses act as central counterparty agents and we have the risk management at the investor level with mark to market (margin variation calls) done on daily basis All trades must be carried through a brokerage house (clearing agent), which is responsible for their clients risk and know your client policies Current regulation requires settlement, clearing and depository services to be provided to third parties on a commercial basis Regulatory Environment
Trading, Registration & Clearing Model Derivatives Open outcry Electronic trading OTC registration FX Cash Market Open outcry Electronic trading OTC registration Stocks andCorporate Bonds Electronic Trading OTC Registration GovernmentBondsElectronic trading OTC registration Derivatives Clearinghouse FX Clearinghouse CBLC Securities Clearinghouse
Risk calculation and Pledge of Collateral • Risk Calculation and Collateral Pledged • Risk calculation in almost real time (calculated every 15 minutes), updating the registered transactions and the requirement of additional collateral whenever necessary. • Risk calculation based on stress testing. • When it comes to the Equities Clearinghouse (CBLC) and Derivatives Clearinghouses, risk calculation and collateral requirement are performed individually, according to each client or final beneficial owner. • Collateral pledged in the Clearinghouse’s custody account, with segregation between the different clients. • Legal Protection of Pledged Collateral • Legal protection of the collateral held by clearinghouses against bankruptcy procedures and judicial blocking attempts by creditors
Risk Management - Collaterals Date: Oct 24th, 2008 R$ billions Clearings Deposited Required Derivatives 89.8 74.0 67.4 Public Bonds 79.9 Letters of Credit 5.0 3.6 Others* 4.9 3.0 Cash Equities 24.1 13.0 FX 3.9 1.2 Fixed Income 1.4 0.3 119.2 81.9 Total in BRL 35.4 Total in USD 51.6 * Collateral deposited in shares of stocks, bank CDs, gold, cash and quotes of funds
Settlement and Short Selling • Settlement directly with Central Bank of Brazil • Even though the Clearinghouses are not banks, they have an exclusive settlement account in the Central Bank of Brazil to settle their transactions • The direct settlement with the Central Bank of Brazil avoids the Clearinghouse’s exposure of credit risk offered by financial institutions. • Short Selling • When it comes to Equities Clearinghouse (CBLC), short selling occurs when an investor sells a security lent by another investor. The decision of lending shares is taken at the beneficiary owner level, who is entitled to the returns generated by the transaction. • The borrowing of securities is centralized in the Clearinghouse, with collateral requirement higher than the security value (100%, plus amount equivalent to the security price variation risk) and daily mark to market. • The Clearinghouse plays the role of the central counterparty, guaranteeing the return of borrowed securities.
Launched in December 2000 Special listing segment of companies committed to better corporate governance standards, beyond those already established at current Brazilian regulation Instituted with the goal to increase the market credibility and investors’ confidence Becoming shareholders in these companies Providing better valuation Decision of joining NM is voluntary and market driven Listing - Novo Mercado
Novo Mercado Rules Shareholders rights • only common shares; • tag-along rights extend to all shareholders in the event of disposal of control; • board of director with at least five members and a minimum of 20% independent board member; • public tender offering in case of delisting or cancellation of the NM’s contract Transparency • a statement of cash flows (company’s and consolidated) included in the quarterly financial reports and annual financial statements; • annual financial statements in an international standard – IFRS or US GAAP; • disclose information about the company’s securities traded by the controlling shareholders and the senior managers. Dispersion • maintain at least a 25% free float; • adoption of special procedures in public offerings to enhance the dispersion of the company shares.
Special Listing Segments Evolution 36.6% of total listed companies 57.8% of total market capitalization 66.4% of total traded value 164 102 92 44 18 20 18 7 14 2 10 7 2 3 3 44 44 37 36 33 31 24 19 2001 2002 2003 2004 2005 2006 2007 Sep 2008 Level 1 Level 2 Novo Mercado
Number of investors – potential increase in the country and abroad (550 thousand active investors) Number of companies – potential increase of the Brazilian and Latin America listed companies (Around 450 Brazilian companies are listed and 9 foreign through BDRs) Turnover ratio – low ratio compared with the other exchanges Derivatives – new accessing gates will broad the investor basis Revisiting the pricing policy Opportunities
Exchanges Ranking in total Market Cap Cash Markets *From Jan to Sep, 2008 Source: World Federation of Exchange (WFE)
Exchanges Ranking in total Volume Derivatives Millions of contracts – from Jan to Jun 2008
Turnover Velocity BM&FBovespa´s turnover is 60%
New Listings Turnover IPOs Annualized Turnover (Avg. Market Cap) ADTV of JULY 08 R$ millions 2004 121.7 62.6% 98.0% 2005 115.0 2006 162.7 104.5% 387.2 67.9% 2007 137.9 129.4% 2008 80.8% 2004-2008 924.5 Total
IPO evolution Novo Mercado Período de 2004 a 2007 Fonte: BM&FBOVESPA.
Bovespa´s trading evolution R$ Billions 5.9 4.9 2.4 1.6 1.2 0.8 0.6 2008Jan-Sep 2002 2003 2004 2005 2006 2007
Bovespa´s Market Share 82.5% 75.6% 72.3% 70.7% 70.4% 72.4% 70.0% 68.8% 69.7% 67.5% 65.6% 68,7% 63.6% 65 , 8 % 61.5% 59.3% 58.0% 55.5% 56.4% 57 , 8 % 55.5% 55.1% 55.4% 51.9% 57.2% 55.3% 51.6% 50 , 3 % 50.8% 44 , 8 % 46.5% 41.7% 32.7% 1999 2000 2001 2002 2003 2004 2005 2006 2007 jan - 08 feb - 08 mar - 08 apr - 08 may - 08 jun - 08 jul - 08 aug - 08 (BVSP vs NYSE) Only Companies with ADRs listed on NYSE (BVSP vs NYSE) All BVSP listed Companies
Discounts of Trading Fees for BM&F segment's Products • BM&Fsegment's former Pricing Policy terminated on Aug 25th • 25% discount for trading and clearing fees applied to investors that held at least 10,000 BMEF3 stocks. • The Company will have a Base Table where the discount percentages will fall upon, temporarily, according to its characteristics and access to the Trading System, as indicated below, starting Nov 3rd: • 40% through Brokerage Houses; • 50% through DMA; and • 70% for clients registered as Algorithm Traders. • This discount policy will result in neutral impact over the annualized income of the company. • Starting on Feb. 2nd, 2009, the fixed discount policy will be replaced by a volume incentive methodology, considering ranges of traded contracts and/or utilization of services, willing to provide greater benefits to the biggest customers.
Central Depository – New Pricing Structure • The Central Depository will charge the following fees, on a monthly basis • Custody account maintenance • BRL 3.00 per inactive account • BRL 6.50 per active account • Per asset and value of the stocks • BRL 1.00 per asset (ISIN code) • Percentage of the average value registered at the account • Average values below BRL 100,000 during the month will be exempted from this fee • Custody transfer
Oct Nov Dec CME Order Routing Agreement andDMA Timeline SECOND PHASE THIRD PHASE CME Order Routingagreement implementation (Order flow) DMA via direct connection Q109 FIRST PHASE traditional DMA IMPLEMENTED Globex GTS Globex GTS Aug Sep 2009 29th 30th 20th 4Q08 3Q08 Mock test of CME order routing 1ST HALF 09 Co-location Traditional DMA figures until Sep 30th/08: (i) 3,000 to 4,000 trades per day (10-15% from total) (ii) 100,000 contracts per day (6% from total) (iii) Around 30 brokers certified FOURTH PHASE (For cash markets until the end of 09) DMA viaa provider
Buyback Program – Main Features • Approved by the Board on 09/24/2008 with shares acquired to be cancelled; • Free float – 2,036,179,471 shares • Buy back comprising 3.5% of the free float – 71.3 million shares • One year program, starting on Sep 28th, 2008
Reconciliation of 1H08 Adjusted Results Reported Non Recurring Adjusted R$ Thousands Net Revenues 826,899 826,899 90,405 Operating Expenses (369,655) (279,250) 90,405 Operating Result 457,244 90,405 547,649 90,405 55.3% 66.2% • Operating Margin 90,405 EBITDA 472,944 563,349 • EBITDA Margin 57.2% 68.1% Goodwill Amortization (81,105) (81,105) Financial Income, net 155,036 155,036 Non-Operating Income 10,842 10,842 90,405 Income Before Taxes 542,017 632,422 90,405 Income Tax and Social Contribution (212,174) (236,336) (24,162) (24,162) (607) (607) Minority Interest Net Income 329,236 395,479 66,243 66,243 • Net Margin 39.8% 47.8% Adjusted Net Income by Goodwill - 476.584 66,243 147,348 • Adjusted Net Margin by Goodwill 39.8% 57.6%
BM&F Bovespa Investor Relations Site: www.bmfbovespa.com.br Phone numbers: 55 11 3233 2490/ 2847 E-mail: ri@bmfbovespa.com.br